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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from.........to.........
COMMISSION FILE NO. 000-22129
EUROTECH, LTD.
--------------
(Exact name of registrant as specified in its charter)
District of Columbia 33-0662435
- -------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10306 Eaton Place
Suite 220
Fairfax, VA 22030
-----------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (703) 352-4399
(Former name, former address and former fiscal year, if
changed since last report)
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 registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
As of November 18, 2002, 72,441,915 shares of common stock, $0.00025 par value,
were outstanding.
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
INDEX TO FORM 10-Q
SEPTEMBER 30, 2002
Page Nos.
--------
PART I - FINANCIAL INFORMATION:
ITEM 1 - FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS 1 - 2
At September 30, 2002 (Unaudited) and December 31, 2001
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) 3
For the Nine Months Ended September 30, 2002 and 2001
For the Period from Inception (May 26, 1995) to
September 30, 2002
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) 4
For the Three Months Ended September 30, 2002 and 2001
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED) 5 - 7
For the Nine Months Ended September 30, 2002
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 8 - 9
For the Nine Months Ended September 30, 2002 and 2001
For the Period from Inception (May 26, 1995) to
September 30, 2002
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) 10 - 28
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 29 - 41
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 41
ITEM 4 - CONTROLS AND PROCEDURES 41
PART II - OTHER INFORMATION 41 - 42
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
------
At September 30, At December 31,
2002 2001
------------ ------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 146,528 $ 465,346
Prepaid expenses and other current assets 191,103 253,840
------------ ------------
TOTAL CURRENT ASSETS 337,631 719,186
MACHINERY AND EQUIPMENT - net of accumulated depreciation
of $134,709 and $92,918 at September 30, 2002 and
December 31, 2001, respectively 152,811 193,661
OTHER ASSETS:
Convertible notes receivable 500,000 -
Technology rights (EKOR) - net of accumulated
amortization of $4,560,356 and $3,353,203 at September
30, 2002 and December 31, 2001, respectively 3,487,332 4,694,484
Technology rights (Acoustic Core) - net of accumulated
amortization of $607,527 and $232,527 at September
30, 2002 and December 31, 2001, respectively 1,892,473 2,267,473
Patent costs - net of accumulated amortization of $10,049
and $8,734 at September 30, 2002 and December 31, 2001,
respectively 19,752 21,067
Other assets 169,056 224,039
------------ ------------
TOTAL ASSETS $ 6,559,055 $ 8,119,910
============ ============
See accompanying notes to condensed consolidated financial statements.
1
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
At September 30, At December 31,
2002 2001
------------ ------------
(Unaudited)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 1,289,604 $ 885,207
Current portion of convertible debentures - 3,000,000
Current portion of notes payable - related parties 202,091 -
Advances on sale of common and preferred stock 925,000 -
------------ ------------
TOTAL CURRENT LIABILITIES 2,416,695 3,885,207
NOTES PAYABLE - RELATED PARTIES - 202,091
------------ ------------
TOTAL LIABILITIES 2,416,695 4,087,298
------------ ------------
COMMITMENTS, CONTINGENCIES AND OTHER MATTERS
(Notes 4, 5, 6, and 7)
STOCKHOLDERS' EQUITY:
Series A non-voting 3% convertible preferred stock -
$.01 par value; 25,000 and -0- shares authorized at
September 30, 2002 and December 31, 2001, respectively;
25,000 and -0- shares issued and outstanding at
September 30, 2002 and December 31, 2001, respectively 250 -
Series B non-voting 5% convertible preferred stock -
$.01 par value; -0- and -0- shares authorized at
September 30, 2002 and December 31, 2001, respectively;
-0- and -0- shares issued and outstanding at September
30, 2002 and December 31, 2001, respectively - -
Preferred stock - $0.01 par value; 4,950,000 and 5,000,000
shares authorized at September 30, 2002 and December 31,
2001, respectively; -0- shares issued and outstanding - -
Common stock - $0.00025 par value; 100,000,000 shares
authorized; 75,973,891 shares issued and 72,441,915
shares outstanding at September 30, 2002; 59,673,377
shares issued and 56,141,401 outstanding at December 31,
2001 18,995 14,919
Additional paid-in capital 71,651,867 61,998,255
Unearned compensation (147,583) (131,911)
Deficit accumulated during the development stage (58,903,448) (49,370,930)
Treasury stock, at cost; 3,531,976 - shares at September
30, 2002 and December 31, 2001 (8,477,721) (8,477,721)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 4,142,360 4,032,612
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,559,055 $ 8,119,910
============ ============
See accompanying notes to condensed consolidated financial statements.
2
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Nine Months Ended For the Period
September 30, from Inception
-------------------------------- (May 26, 1995) to
2002 2001 September 30, 2002
------------- ------------- -------------
REVENUES $ 78,821 $ 10,215 $ 597,694
------------- ------------- -------------
COSTS AND EXPENSES:
Cost of goods sold 5,807 7,280 13,967
Research and development 492,683 554,253 8,988,694
Consulting fees 955,260 1,820,104 6,126,202
Compensatory element of stock issuances
pursuant to consulting and other
agreements 977,087 375,667 6,221,741
Debt conversion expense 390,000 -- 390,000
Other general and administrative expenses 2,787,167 2,711,227 14,800,590
Depreciation and amortization 1,624,317 1,357,162 5,313,256
------------- ------------- -------------
TOTAL COSTS AND EXPENSES 7,232,321 6,825,693 41,854,450
------------- ------------- -------------
OPERATING LOSS (7,153,500) (6,815,478) (41,256,756)
------------- ------------- -------------
OTHER EXPENSES/(INCOME):
Interest expense 33,397 216,470 2,198,549
Interest income (4,759) (85,441) (410,106)
Amortization of deferred and unearned
financing costs -- -- 13,276,591
Litigation settlement in shares of stock -- -- 456,278
Other income -- -- (225,000)
------------- ------------- -------------
TOTAL OTHER EXPENSES 28,638 131,029 15,296,312
------------- ------------- -------------
NET LOSS (7,182,138) (6,946,507) (56,553,068)
PREFERRED STOCK DIVIDEND - NONCASH 2,350,380 -- 2,350,380
------------- ------------- -------------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (9,532,518) $ (6,946,507) $(58,903,448)
============= ============= =============
BASIC AND DILUTED LOSS PER COMMON SHARE $ (.10) $ (.15)
============= =============
WEIGHTED AVERAGE COMMON SHARES USED IN BASIC
AND DILUTED LOSS PER COMMON SHARE 69,358,996 46,924,748
============= =============
See accompanying notes to condensed consolidated financial statements.
3
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended
September 30,
--------------------------------
2002 2001
------------- -------------
REVENUES $ -- $ 10,215
------------- -------------
COSTS AND EXPENSES:
Cost of goods sold -- 7,280
Research and development 122,119 123,555
Consulting fees 273,252 636,822
Compensatory element of stock issuances pursuant to
consulting and other agreements 393,026 82,867
Other general and administrative expenses 782,179 1,042,182
Depreciation and amortization 540,803 525,560
------------- -------------
TOTAL COSTS AND EXPENSES 2,111,379 2,418,266
------------- -------------
OPERATING LOSS (2,111,379) (2,408,051)
------------- -------------
OTHER EXPENSES/(INCOME):
Interest expense 3,471 74,832
Interest income (412) (20,082)
------------- -------------
TOTAL OTHER EXPENSES/(INCOME) 3,059 54,750
------------- -------------
NET LOSS (2,114,438) (2,462,801)
PREFERRED STOCK DIVIDEND - NONCASH 2,350,380 --
------------- -------------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (4,464,818) $ (2,462,801)
============= =============
BASIC AND DILUTED LOSS PER COMMON SHARE $ (.03) $ (.05)
============= =============
WEIGHTED AVERAGE NUMBER OF SHARES USED IN BASIC AND
DILUTED LOSS PER COMMON SHARE 72,276,915 51,633,624
============= =============
See accompanying notes to condensed consolidated financial statements.
4
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
Series A Non-Voting
3% Convertible
Preferred Stock Common Stock
----------------------------- ------------------------------
Shares Amount Shares Amount
------------ ------------ ------------ ------------
For the Nine Months Ended September 30,
2002:
- --------------------------------------
Balance - December 31, 2001 -- $ -- 59,673,377 $ 14,919
Issuance of stock on conversion of
convertible debentures including
interest ($.60 per share) -- -- 6,000,369 1,500
Value assigned to warrants issued on
conversion of convertible debentures -- -- -- --
Issuance of preferred stock
($100 per share) 10,000 100 -- --
Issuance of stock for price reset -- -- 6,000,000 1,500
Value assigned to options issued to
consultants -- -- -- --
Modification of warrants issued -- -- -- --
Issuance of stock for consulting services
($.55 per share) -- -- 3,000 1
Issuance of stock for consulting services
($.64 per share) -- -- 3,905 1
Issuance of preferred stock
($100 per share) 5,000 50 -- --
Value assigned to options issued for
legal services -- -- -- --
Offering cost - preferred stock -- -- -- --
Issuance of preferred stock
($100 per share) 5,000 50 -- --
Issuance of stock for price reset -- -- 4,350,000 1,088
Issuance of stock for consulting services
($.21 per share) -- -- 3,000 1
Issuance of stock for consulting services
($.25 per share) -- -- 6,240 2
Value assigned to options issued for
consulting services -- -- -- --
Cancellation of warrants issued -- -- -- --
Cancellation of shares accrued but not
issued ($.001 per share) -- -- (120,000) (30)
Amortization of unearned compensation -- -- -- --
Issuance of stock for consulting services -- -- 54,000 13
Issuance of preferred stock
($100 per share) 5,000 50 -- --
Net loss -- -- -- --
Preferred stock dividend -- -- -- --
------------ ------------ ------------ ------------
Balance - September 30, 2002 25,000 $ 250 75,973,891 $ 18,995
============ ============ ============ ============
See accompanying notes to condensed consolidated financial statements.
5
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
Treasury Stock Additional
-------------------------------- Paid-in Unearned
Shares Amount Capital Compensation
------------- ------------- ------------- -------------
For the Nine Months Ended September 30,
2002:
- ---------------------------------------
Balance - December 31, 2001 (3,531,976) $ (8,477,721) $ 61,998,255 $ (131,911)
Issuance of stock on conversion of
convertible debentures including interest
($.60 per share) -- -- 3,572,919 --
Value assigned to warrants issued on
conversion of convertible debentures -- -- 390,000 --
Issuance of preferred stock ($100 per share) -- -- 999,900 --
Issuance of stock for price reset -- -- (1,500) --
Value assigned to options issued to
consultants -- -- 490,000 (490,000)
Modification of warrants issued -- -- 77,000 --
Issuance of stock for consulting services
($.55 per share) -- -- 1,649 --
Issuance of stock for consulting services
($.64 per share) -- -- 2,499 --
Issuance of preferred stock ($100 per share) -- -- 499,950 --
Value assigned to options issued for
legal services -- -- 47,250 --
Offering cost - preferred stock -- -- (149,620) --
Issuance of preferred stock
($100 per share) -- -- 499,950 --
Issuance of stock for price reset -- -- (1,088) --
Issuance of stock for consulting services
($.21 per share) -- -- 649 --
Issuance of stock for consulting services
($.25 per share) -- -- 1,595 --
Value assigned to options issued for
consulting services -- -- 66,270 (66,270)
Cancellation of warrants issued -- -- (13,345) 13,345
Cancellation of shares accrued but not
issued ($.001 per share) -- -- (90) --
Amortization of unearned compensation -- -- 7,470 527,253
Issuance of stock for consulting services -- -- 311,824 --
Issuance of preferred stock
($100 per share) -- -- 499,950 --
Net loss -- -- -- --
Preferred stock dividend -- -- 2,350,380 --
------------- ------------- ------------- -------------
Balance - September 30, 2002 (3,531,976) $ (8,477,721) $ 71,651,867 $ (147,583)
============= ============= ============= =============
See accompanying notes to condensed consolidated financial statements.
6
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
Deficit
Accumulated
During the
Development
Stage Total
------------ -----------
For the Nine Months Ended September 30, 2002:
- --------------------------------------------
Balance - December 31, 2001 $(49,370,930) $ 4,032,612
Issuance of stock on conversion of
convertible debentures including interest
($.60 per share) - 3,574,419
Value assigned to warrants issued on
conversion of convertible debentures - 390,000
Issuance of preferred stock
($100 per share) - 1,000,000
Issuance of stock for price reset - -
Value assigned to options issued to
consultants - -
Modification of warrants issued - 77,000
Issuance of stock for consulting services
($.55 per share) - 1,650
Issuance of stock for consulting services
($.64 per share) - 2,500
Issuance of preferred stock ($100 per share) - 500,000
Value assigned to options issued for
legal services - 47,250
Offering cost - preferred stock - (149,620)
Issuance of preferred stock
($100 per share) - 500,000
Issuance of stock for price reset - -
Issuance of stock for consulting services
($.21 per share) - 650
Issuance of stock for consulting services
($.25 per share) - 1,597
Value assigned to options issued for
consulting services - -
Cancellation of warrants issued - -
Cancellation of shares accrued but not issued
($.001 per share) - (120)
Amortization of unearned compensation - 534,723
Issuance of stock for consulting services - 311,837
Issuance of preferred stock
($100 per share) - 500,000
Net loss (7,182,138) (7,182,138)
Preferred stock dividend (2,350,380) -
------------- ------------
Balance - September 30, 2002 $(58,903,448) $ 4,142,360
============= ============
See accompanying notes to condensed consolidated financial statements.
7
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Period
For the Nine Months Ended from Inception
September 30, (May 26, 1995) to
------------------------------- September 30,
2002 2001 2002
------------ ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss attributable to common stockholders $(9,532,518) $ (6,946,507) $(58,903,448)
Preferred stock dividend (non-cash) 2,350,380 - 2,350,380
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 1,624,317 1,357,163 5,313,256
Amortization of deferred and unearned
financing costs - - 13,276,591
Stock issued for license - - 37,500
Compensatory element of stock issuances 977,087 375,667 6,221,741
Modification of warrants issued - - 123,500
Debt conversion expense 390,000 - 390,000
Issuance of stock in settlement of
litigation - - 456,278
Changes in Assets (Increase) Decrease:
Prepaid expenses and other current
assets 62,737 (284,033) (191,103)
Other assets 54,983 (11,155) (169,056)
Changes in Liabilities Increase
(Decrease):
Accounts payable and accrued
liabilities 978,816 (406,887) 3,702,592
------------ ------------- -------------
NET CASH USED IN OPERATING ACTIVITIES (3,094,198) (5,915,752) (27,391,769)
------------ ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Patent costs - - (31,358)
Capital expenditures - (67,777) (286,578)
Convertible note receivable (500,000) - (500,000)
------------ ------------- -------------
NET CASH USED IN INVESTING ACTIVITIES (500,000) (67,777) (817,936)
------------ ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from sale of common and preferred
stock 925,000 - 925,000
Proceeds from exercise of stock options - - 16,500
Net proceeds from issuance of common stock - 4,090,000 26,776,970
Net proceeds from issuance of Series A
non-voting 3% convertible preferred stock 2,350,380 - 2,350,380
Proceeds from exercise of warrants - 55,000 819,500
Offering costs - - (2,898)
Repayment by stockholders - - 3,000
Proceeds from Convertible Debentures - - 7,000,000
Repayment of Convertible Debentures - (500,000) (500,000)
Proceeds from notes payable - - 450,000
Repayment of notes payable - - (400,000)
Proceeds from bridge notes - - 2,000,000
Repayments of bridge notes - - (2,000,000)
Borrowings from stockholders - - 561,140
Repayment to stockholders - - (561,140)
Deferred financing costs - - (604,150)
Purchase of treasury stock - - (8,478,069)
------------ ------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,275,380 3,645,000 28,356,233
------------ ------------- -------------
(DECREASE) INCREASE IN CASH (318,818) (2,338,529) 146,528
CASH AND CASH EQUIVALENTS - BEGINNING 465,346 2,932,762 -
------------ ------------- -------------
CASH AND CASH EQUIVALENTS - ENDING $ 146,528 $ 594,233 $ 146,528
============ ============= =============
See accompanying notes to condensed consolidated financial statements.
8
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
- ------------------------------------------------
For the Period
For the Nine Months Ended from Inception
September 30, (May 26, 1995) to
------------------------------- September 30,
2002 2001 2002
------------ ------------- -------------
Cash paid during the period for:
Interest $ - $ 508,247 $ -
============ ============= =============
Income taxes $ - $ - $ -
============ ============= =============
SUPPLEMENTAL DISCLOSURE OF FINANCING INFORMATION:
- ------------------------------------------------
Consulting, legal, financing costs,
commissions and accrued expenses satisfied
by issuance of common stock and stock
options $ 149,620 $ - $ 2,705,353
============ ============= =============
Purchase of license $ - $ - $ 37,500
============ ============= =============
Acquisition of technology rights by issuance
of common stock $ - $ - $ 10,547,688
============ ============= =============
Conversion of convertible debentures, and
interest to common stock $ 3,574,419 $ 691,857 $ 5,475,840
============ ============= =============
Notes payable and accrued interest satisfied
by issuance of common stock $ - $ - $ 66,489
============ ============= =============
See accompanying notes to condensed consolidated financial statements.
9
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - DESCRIPTION OF COMPANY AND BASIS OF PRESENTATION
Eurotech, Ltd. and Subsidiaries (the "Company") was incorporated under the laws
of the District of Columbia on May 26, 1995. The Company is a development-stage
technology transfer, holding, marketing and management company, formed to
commercialize new or existing but previously unrecognized technologies, with a
particular current emphasis on technologies developed by prominent research
institutes and individual researchers in the United States, former Soviet Union
and in Israel, and to license those technologies for business and other
commercial applications principally in the United States, Western and Central
Europe, Ukraine, and Russia. Since the Company's formation, it has acquired
development and marketing rights to a number of technologies by purchase,
assignments, and licensing arrangements. Our portfolio of technologically
advanced products includes: (a) proprietary materials created to specifically
solve the serious problems of how nuclear and other hazardous wastes are cost
effectively contained, (b) advanced performance materials for use in industrial
products such as coatings and paints, (c) automatic detection of explosives and
illicit materials, and (d) cryptographic systems for secure communications, all
of which can be used in Homeland and Environmental Security. The Company intends
to commercialize its technologies using various financial and transactional
vehicles such as technology transfers, licensing, joint ventures, strategic
alliances, and distribution agreements. To date, the Company has not generated
any substantial revenues from operations.
The accompanying unaudited condensed consolidated financial statements have been
prepared in conformity with accounting principles generally accepted in the
United States of America, which contemplate continuation of the Company as a
going concern. However, for the nine months ended September 30, 2002, the
Company incurred a net loss of $7,182,138 and had a working capital deficiency
of $2,079,064. The Company has limited finances and requires additional funding
in order to market and license its products. There is no assurance that the
Company can reverse its operating losses, or that it can raise additional
capital to allow it to continue its planned operations. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
10
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - DESCRIPTION OF COMPANY AND BASIS OF PRESENTATION (Continued)
These unaudited condensed consolidated financial statements do not include any
adjustments relating to the recoverability of recorded asset amounts that might
be necessary as a result of the above uncertainty.
The Company financed its operations during the nine months ended September 30,
2002 through the sale to Woodward LLC of 25,000 Series A 3% Convertible
Preferred shares for $2,500,000, net of expenses. The Company also received from
Woodward LLC an advance of $675,000 against the purchase of up to 1,300 shares
of Series B 5% Convertible Preferred stock for $1,300,000. The Company also
received an advance of $250,000 against a private equity financing of 5,000,000
units (1 share of common stock and 1 warrant to purchase an additional share of
common stock for an exercise price of $0.05) of its common stock.
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation, have
been included. Operating results for the nine-month period ended September 30,
2002 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2002.
The consolidated balance sheet at December 31, 2001 has been derived from the
audited consolidated financial statements at that date, but does not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
11
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Consolidation Policy
- --------------------
The accompanying unaudited condensed consolidated financial statements include
the accounts of the Company and a majority-owned subsidiary, Crypto.com, Inc.
("Crypto"). All significant intercompany balances and transactions have been
eliminated.
Equity Method of Accounting for Unconsolidated Foreign Affiliates
- -----------------------------------------------------------------
Investment in companies in which the Company has a 20% to 50% interest and has
the ability to exercise significant influence over operating and financial
policies are accounted for on the equity method. In addition, investments in
Israeli-based technology companies, in which the Company has a 52% to 57%
interest in, have been accounted for under the equity method because the Company
does not have sufficient control in order to consolidate such entities. However,
as of September 30, 2002, such investees do not have any revenue nor any
significant assets and liabilities.
At September 30, 2002, investments in companies accounted for under the equity
method consist of the following foreign companies, which are located in Israel:
Chemonol, Ltd. ("Chemonol") 57%
Rademate, Ltd. ("Rademate") 52%
Comsyntech, Ltd. ("Comsyntech") 52%
Remptech, Ltd. ("Remptech") 50%
Sorbtech, Ltd. ("Sorbtech") 52%
Amsil, Ltd. ("Amsil") 52%
Corpem, Ltd. ("Corpem") 20%
Research and Development
- ------------------------
Research and development expenditures are charged to expense as incurred, unless
they are reimbursed under specific contracts. The Company capitalizes costs
related to acquired technologies that have achieved technological feasibility
and have alternative uses. Acquired technologies, which are in-process at the
date of acquisition or have no alternative uses are expensed as research and
development costs. Losses incurred on the equity basis in the Company's interest
in seven Israeli research and development companies are included in research and
development expense. The Company recognizes its share of losses from Israeli
investees during the quarter that the funding payments are made.
12
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Reclassifications
- -----------------
Certain prior year balances have been reclassified to conform to the current
year presentation.
Impact of Recently Issued Accounting Standards
- ----------------------------------------------
In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No.
145, "Rescission of FASB Statement No. 4, 44 and 64, Amendment of FASB Statement
No. 13, and Technical Corrections". SFAS No. 145 requires that gains and losses
from extinguishment of debt be classified as extraordinary items only if they
meet the criteria in Accounting Principles Board Opinion No. 30 ("Opinion No.
30"). Applying the provisions of Opinion No. 30 will distinguish transactions
that are part of an entity's recurring operations from those that are unusual
and infrequent that meet the criteria for classification as an extraordinary
item. The Company is required to adopt SFAS No. 145 no later than the first
quarter of fiscal 2003, although early adoption is allowed. The Company has not
yet evaluated the impact from SFAS No. 145 on its financial position and results
of operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullified Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including certain costs incurred in a restructuring." SFAS No. 146 requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. These costs include lease, costs to
consolidate facilities or relocate employees, and certain termination benefits
provided to employees that are involuntarily terminated under the terms of a
one-time benefit arrangement. A fundamental conclusion reached by the FASB in
this statement is that an entity's commitment to a plan, by itself, does not
create a present obligation to others that meets the definition of a liability.
SFAS No. 146 also establishes that fair value is the objective for initial
measurement of the liability. The provisions of this statement are effective for
exit or disposal activities that are initiated after December 31, 2002, with
early application encouraged. The Company has not yet determined the impact of
SFAS No. 146 on its financial position and results of operations, if any.
13
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3 - CONVERTIBLE NOTE RECEIVABLES
In August 2002, the Company advanced $500,000 to Swissray International, Inc.
("Swissray"), an unrelated public company for a convertible note receivable. The
note accrues interest at 5% per annum and is due on December 31, 2003. The note
is convertible into common stock of Swissray at the discretion of the Company,
equal to 90% of the average of the closing bid prices for the unrelated public
company's common stock for the 5 trading days ending the trading day immediately
preceding a conversion date.
NOTE 4 - 8% CONVERTIBLE DEBENTURES
On January 9, 2002, the Company converted $3,000,000 principal amount of
February 1998 Convertible Debentures, plus the amount of all accrued and unpaid
interest aggregating $574,419, due February 23, 2002, into 6,000,369 shares of
the Company's common stock in full satisfaction of the debentures. In connection
with the conversion, the Company issued a warrant to purchase 500,000 shares of
common stock at an exercise price of $1.00 per share. The warrants are
exercisable over five years. The warrants were valued at $390,000 based on the
Black-Scholes option pricing model and such amount was recorded as a debt
conversion expense during the three months ended March 31, 2002.
NOTE 5 - ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES
Accounts payable and other current liabilities consist of the following:
At September 30,
2002 At December 31, 2001
---------------- --------------------
Interest $ 5,124 $ 547,953
Professional fees 527,924 53,475
Consulting fees 355,285 138,420
Insurance 150,212 -
Other 251,059 145,359
----------- -----------
$1,289,604 $ 885,207
=========== ===========
14
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6 - STOCKHOLDERS' EQUITY
Series A 3% Convertible Preferred Stock
- ---------------------------------------
On February 1, 2002, the Company amended its Articles of Incorporation to
designate 25,000 of its 5,000,000 authorized preferred stock as a "Series A 3%
Convertible Preferred Stock," par value $.01 per share, with a liquidation
preference of $100 per share. In February 2002, the Company entered into a
securities purchase agreement with Woodward LLC to purchase 25,000 Series A 3%
Convertible Preferred stocks for $2,500,000. As of September 30, 2002, the
Company has received $2,500,000, less commissions and expenses.
The holder of the designated series stocks is entitled to receive dividends at a
rate of three percent per annum of the liquidation preference of $100 per share,
which is fully cumulative. The dividends on the designated series stocks accrue
from the date of issuance of each share and are payable semi-annually on June 30
and December 30 of each year, commencing on June 30, 2002. The dividends on the
designated series stocks are payable only when, as and if declared by the Board
of Directors out of funds legally available.
At September 30, 2002, cumulative dividends in arrears on the Series A 3%
Convertible Preferred stock was $38,950.
Pursuant to a registration rights agreement dated February 1, 2002, the
purchaser of the Series A 3% convertible preferred stock was granted mandatory
registration rights. The Company filed a registration statement with the SEC on
May 24, 2002, which was subsequently withdrawn on June 27, 2002. If the
registration statement covering the registrable securities is not filed in
proper form with the SEC by the required filing date, and does not become
effective after August 20, 2002, the Company will be required to pay certain
penalties to the purchaser. The purchaser agreed to suspend this obligation
until November 30, 2003.
The holder of the designated series shares has no voting rights. As of September
1, 2002, each designated series share can be converted to fully paid and
non-assessable shares of common stock, at the option of the holder by dividing
$.50 into the liquidation preference. At the Company's option, all accrued or
declared, but unpaid dividends on the designated series shares have the option
to be paid in cash or in common stock. Under a repricing rights agreement dated
February 1, 2002, common shares issued upon conversion are subject to monthly
repricing on or after October 1, 2002, if the average bid price for any lowest
five business days during the repricing period is not equal or greater than
$3.618.
Under certain circumstances, the Company, at its option, may redeem the Series A
3% convertible preferred stock at $732.60 per share.
15
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6 - STOCKHOLDERS' EQUITY (Continued)
Series A 3% Convertible Preferred Stock (Continued)
- ---------------------------------------
On September 30, 2002, the Company entered into a termination and modification
agreement with Woodward LLC, with respect to the repricing rights agreement and
all repricing rights with respect to the Series A Convertible Preferred stock
are deemed satisfied in full upon the delivery of 17,000 shares of Series B 5%
Convertible Preferred stock of the Company.
In accordance with EITF Issue 00-27, "Application of EITF Issue No. 98-5 to
Certain Convertible Instruments", in the third quarter of 2002, the Company
recorded a non-cash preferred stock dividend in the amount of $2,350,380,
representing the beneficial conversion feature that the holders of the Series A
3% Convertible Preferred Stock received. The pronouncement limits the amount of
the beneficial conversion feature to the net proceeds received under the
financing.
Series B 5% Convertible Preferred Stock
- ---------------------------------------
On October 8, 2002, the Company amended its Articles of Incorporation to
designate 25,000 of its 5,000,000 authorized preferred stock as a "Series B 5%
Convertible Preferred stock", par value $.01 per share, with a liquidation
preference of $1,000 per share.
The holder of the designated series stock is entitled to receive dividends at a
rate of five percent per annum of the liquidation preference of $1,000 per
share, which is fully cumulative. The dividends on the designated series shares
accrue from the date of issuance of each share and are payable annually.
Each share of the Series B Preferred stocks is redeemable by the Company for
$1,000. The Series B Preferred stock are convertible by the holder for $.75;
provided, however, in the event that the Company fails to redeem in full the
shares ($1,000 per share, plus accrued dividends), pursuant to the following
schedule: June 30, 2003 - $750,000; September 30, 2003 - $750,000; December 31,
2003 - $750,000; March 31, 2004 - $1,000,000; June 30, 2004 - $1,500,000;
September 30, 2004 - $1,500,000; December 31, 2004 - $2,000,000; March 31, 2005
- - $2,000,000; June 30, 2005 - $2,500,000; September 30, 2005 - $2,500,000;
December 31, 2005 - $2,750,000; March 31, 2006 - $2,800,000; then until the next
scheduled optional redemption date, up to 10% of the original issued Series A
and B stock can be converted by the investor at the conversion and shall
automatically be changed to a variable conversion price, which will be the
greater of (i) $.05 per share, or (ii) 90% of the market price, if the market
price is between the floor and $.40 per share; 85% of the market price if the
market price is between $.41 and $.80 per share; 80% of the market price if the
market price is between $.81 and $1.20 per share; 75% if the market price is
between $1.21 and $2.50 per share; 70% of the market price if the market price
is between $2.51 and $5.00 per share; and 65% of the market price if the market
price is at $$5.01 and over. The market price is defined as the average of 5
trading days preceding the
16
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6 - STOCKHOLDERS' EQUITY (Continued)
Series B 5% Convertible Preferred Stock (Continued)
- ---------------------------------------
conversion date. Additionally, in the event that the Company fails to redeem the
Series B Preferred stocks according to the redemption schedule in the preceding
paragraph and cannot retain the listing of its securities on the American Stock
Exchange, then the conversion price of the Series B Preferred stocks until the
next optional schedule redemption date shall be 85% of the average of 3 lowest
closing bid prices during 10 days prior to the conversion date. The liquidation
price for each of these shares is also $1,000.
On September 30, 2002, Woodward has agreed, subject to certain conditions, to
purchase 1,300 shares of Series B 5% Convertible Preferred stock for $1,300,000.
As of September 30, 2002, the Company received an advance of $675,000 against
the first installment.
Common Stock Transactions
- -------------------------
On January 9, 2002, the Company issued 6,000,369 shares of its common stock from
the conversion of $3,000,000 principal amount of February 1998 convertible
debentures, plus the amount of all accrued and unpaid interest, totalling
$3,574,419.
During the nine months ended September 30, 2002, the Company issued 70,145
shares of its common stock as consideration for consulting services performed by
various consultants, totalling $318,221.
Amendments to Woodward LLC Agreements
- ------------------------------------
On February 1, 2002, the Company and Woodward LLC entered into an agreement to
extend and modify their existing agreement as further amended and modified
effective as of April 12, 2002 as follows:
17
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6 - STOCKHOLDERS' EQUITY (Continued)
Amendments to Woodward LLC Agreements (Continued)
- ------------------------------------
- - On February 1, 2002, the Company issued to Woodward LLC 6,000,000 shares of
its common stock in satisfaction of the fourth and fifth repricing period
from the April 2000 Agreement. On April 12, 2002, the Company committed to
issue an additional 6,100,000 shares of its common stock in satisfaction of
the sixth and final repricing period pursuant to the April 2000 Agreement,
of which 4,350,000 shares were issued in April of 2002. It was determined
during May 2002 that the actual number of shares to satisfy the sixth and
final repricing period pursuant to the April 2000 agreement was 4,680,009.
As of September 30, 2002, the Company has agreed that an additional
1,750,000 are to be issued to complete this agreement.
- - The exercise price of the two warrants that were previously issued to
Woodward LLC for 200,000 and 500,000 shares, respectively, was reduced to
$1.00 per share.
- - The Company has agreed to authorize and reserve for issuance, free from
pre-emptive rights, 10,000,000 shares of common stock for purposes of
issuance of the shares for the above repricing agreement. Upon the
amendment of its articles of incorporation, the number of shares to be
reserved for this repricing agreement will increase to 20,000,000.
On September 30, 2002, the Company and Woodward LLC entered into an agreement
that provided for the termination of the outstanding repricing rights associated
with the common stock purchase agreement dated as of March 30, 2001. The Company
will issue to Woodward LLC 10,000,000 additional shares of common stock in full
and complete satisfaction of canceling all outstanding repricing rights
associated with the March 2001 agreement. In addition, subsequent to signing the
restructuring agreements, Woodward LLC has agreed to defer receiving the
10,000,000 shares, subject to the approval by shareholders of an increase in the
Company's authorized capital and the approval of AMEX to issue and list these
common stocks.
Terminated Equity Agreement
- ---------------------------
In February of 2002, the Company entered into a Private Equity Agreement with an
investor under which the Company, at its option, could put shares to the
investor to sell up to $10 million of its common shares. The common shares to be
sold must be registered to commence the sales of common stock under this
agreement. Each sale is limited to the lesser of $1 million or two hundred
percent of the weighted average volume for the twenty trading days immediately
preceding the put date and each sale is subject to certain other restrictions.
The initial sale price of the common stock is based on 90% of the average of the
lowest three days closing prices of its common stock during the 10 trading days
immediately following the put date.
18
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6 - STOCKHOLDERS' EQUITY (Continued)
Terminated Equity Agreement (Continued)
- ---------------------------
Subsequent to September 30, 2002, the Company was notified that the above equity
agreement of up to $10,000,000 has been terminated.
Private Placement of Common Stock and Warrants
- ----------------------------------------------
In September 2002, the Company entered into a private equity financing agreement
in the amount of $250,000. The agreement consisted 5,000,000 units consisting of
5,000,000 shares of common stock and 5,000,000 shares of common stock issuable
upon exercise of warrants at an exercise price of $.05. In October 2002, the
Company sold 5,000,000 units for $250,000. The above investor advanced $250,000
to the Company against the 5,000,000 units as of September 30, 2002.
The warrants are exercisable for two years commencing upon the first day of an
effective registration covering the shares of common stock.
Warrants
- --------
In January 2002, in connection with the conversion of $3,000,000 principal of
February 1998 convertible debentures, plus the amount of all accrued and unpaid
interest, the Company issued warrants to purchase 500,000 shares of its common
stock at an exercise price of $1.00. The amounts vested immediately and expire
in five years from the grant date. The fair value of stock warrants estimated on
the date of grant using the Black-Scholes option pricing model was $.78, which
was charged to debt conversion expense during the three months ended March 31,
2002.
New Stock Option Plan
- ---------------------
The Company's 2002 Stock Option Plan was adopted by the Board of Directors of
the Company on April 30, 2002 subject to shareholders' approval. Under the
Option Plan, a total of 6,000,000 shares of the Company's common stock, subject
to certain adjustments, are reserved for issuance upon the exercise of options.
The Plan shall be administered by the Board or a Committee, or a combination
thereof, as determined by the Board. The Plan may be administered by different
administrative bodies with respect to different classes of participants and, if
permitted by the applicable laws, the Board may authorize one or more officers
(who may (but need not) be officers) to grant options to employees, outside
directors and consultants.
19
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6 - STOCKHOLDERS' EQUITY (Continued)
Options Granted Outside the Plan
- --------------------------------
In February 2002, pursuant to employment agreements, two employees were issued
non-qualified stock options to purchase a total of 2,300,000 common shares at an
exercise price of $.50 per share. The options are exercisable over a ten-year
period. During August 2002, one of the above employees resigned, which by doing
so forfeited his interest and rights to 1,300,000 non-qualified stock options.
The Company then proceeded to cancel the 1,300,000 non-qualified stock options.
In February 2002, pursuant to a consulting agreement, a consultant was issued
non-qualified stock options to purchase a total of 1,000,000 common shares at an
exercise price of $.50 per share. The options are exercisable over a ten-year
period. The fair value of stock options estimated on the date of grant using the
Black-Scholes option pricing model was $0.49, or $490,000, of which $390,343 was
charged to operations during the nine months ended September 30, 2002.
In March 2002, in connection with legal services provided, the Company issued
the attorney firm options to purchase 225,000 shares of common stock at an
exercise price of $.44. The fair market value of the stock options estimated on
the date of grant using the Black-Scholes option pricing model was $0.21, or
$47,250, which was charged to operations during the nine months ended September
30, 2002. The warrants are exercisable over a ten-year period.
In April 2002, pursuant to a consulting agreement, a consulting company was
issued non-qualified stock options to purchase a total of 249,000 common shares
at an exercise price equal to the average closing bid price of the Company's
shares on three trading days prior to the vesting date. The options are
exercisable over a ten-year period. The fair value of stock options estimated on
the date of grant using the Black-Scholes option pricing model was $57,270, of
which $56,025 was charged to operations during the nine months ended September
30, 2002.
In May 2002, pursuant to a consulting agreement, a consultant was issued
non-qualified stock options to purchase a total of 45,000 common shares at an
exercise price of $0.31. The options are exercisable over a ten-year period. The
fair value of the stock options estimated on the date of grant using the
Black-Scholes option pricing model was $0.20, or $9,000, of which $8,586 was
charged to operations during the nine months ended September 30, 2002.
20
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6 - STOCKHOLDERS' EQUITY (Continued)
Options Granted Outside the Plan (Continued)
- --------------------------------
Weighted
Weighted Outside the Average
Under the Plans Average Plans Exercise
Stock Options Exercise Price Stock Options Price
-------------- -------------- ---------------- ----------
Balance at December 31, 2001 1,062,500 $1.65 325,000 $ 2.85
Granted - - 3,819,000 .49
Exercised - - - -
Cancelled - - (1,300,000) (.50)
---------- ------ ---------- -------
Balance at September 30, 2002 1,062,500 $1.65 2,844,000 $ .83
========== ====== ========== =======
The exercise price for options outstanding as of September 30, 2002 ranged from
$0.10 to $4.00.
In compliance with SFAS No. 123, the Company has elected to provide the pro
forma disclosure of net income (loss) and earnings per share as if the fair
value based method had been applied to the Company's financial statements due to
the Company's continuation of its use of APB Opinion No. 25. As such, the
Company's net loss and loss per share for the nine months ended September 30,
2002, adjusted to reflect pro forma amounts, are indicated below:
Nine Months Ended
September 30, 2002
------------------
Net loss attributable to common
shareholders:
As reported $ (9,532,518)
Pro forma $(10,659,518)
Basic and diluted loss per common
share:
As reported $(.10)
Pro forma $(.11)
The fair value of stock options granted in 2002 was estimated on the date of
grant using the Black-Scholes option pricing model. The weighted average fair
value and related assumptions were:
September 30,
2002
-------------
Weighted average fair value $0.49
Expected volatility 142.87%
Risk-free interest rate 5.00%
Expected life 10 years
21
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6 - STOCKHOLDERS' EQUITY (Continued)
Earnings Per Share
- ------------------
Securities that could potentially dilute basic earnings per share ("EPS") in the
future, and that were not included in the computation of diluted EPS because to
do so would have been anti-dilutive for the periods presented, consist of the
following:
Assumed Average Market Price for Common Stock
$ .10 $ .20 $ .50 $ 1.00
------------ ------------ ------------ ------------
Common shares potentially
issuable during the period
June of 2003 to March of 2006
in connection with conversion
of the Series A and B
preferred stock (assuming the
Company does not voluntary
redeem the shares for their
liquidation preference of
$20,175,000) 224,166,667 112,083,333 46,918,605 25,218,750
Options to purchase common
stock 3,906,500 3,906,500 3,906,500 3,906,500
Warrants to purchase common
stock 3,219,333 3,219,333 3,219,333 3,219,333
Repricing rights provisions
under common stock sales 11,750,000 11,750,000 11,750,000 11,750,000
Private equity financing -
8,500,000 shares common stock
and 5,000,000 warrants to
purchase 1 share of common
stock 13,500,000 13,500,000 13,500,000 13,500,000
Common stock issuable for
research, development and
marketing of technologies 4,000,000 4,000,000 4,000,000 4,000,000
------------ ------------ ------------ ------------
260,542,500 148,459,166 83,294,438 61,594,583
=========== =========== =========== ===========
22
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 7 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS
New Employment Agreement
- ------------------------
On February 28, 2002, the Company entered into an Employment Agreement with it
new Chairman Don Hahnfeldt. Under the terms of the agreement, the Company is to
pay to Mr. Hahnfeldt a salary equal to $15,000 per month, plus benefits. The
agreement is for a term of two years and provides for a severance payment in the
amount of $180,000 and immediate vesting of all stock options in the event his
employment is terminated without cause. Mr. Hahnfeldt was granted options to
acquire 1,000,000 shares of the Company's common stock, of which 500,000 shall
vest immediately and the remaining 500,000 shall vest equally over a 24 month
period beginning March 1, 2002 and are exercisable only in the event that the
Company increases the number of authorized shares of common stock to at least
130,000,000 shares. The options are exercisable at the fair market value at the
date of the grant of $0.50 per share. All stock options expire on February 28,
2012. Beginning May 24, 2002, Don Hahnfeldt has agreed to defer $10,000 per
month of his salary subject to future cash availability.
On February 28, 2002, the Company entered into an Employment Agreement with it
new President and Chief Executive Officer Todd J. Broms. Under the terms of the
agreement, the Company is to pay to Mr. Broms a salary equal to $210,000 per
year. The agreement is for a term of two years and provides for a severance
payment in the amount of $210,000 and immediate vesting of all stock options in
the event his employment is terminated without cause. Mr. Broms was granted
options to acquire 1,300,000 shares of the Company's common stock, of which
675,000 shall vest immediately and the remaining 625,000 shall vest equally over
a 24 month period beginning March 1, 2002 and are exercisable only in the event
that the Company increases the number of authorized shares of common stock to at
least 130,000,000 shares. The options are exercisable at the fair market value
at the date of the grant of $0.50 per share. The options expire on February 28,
2012.
During August 2002, Todd J. Broms and the Company mutually agreed to terminate
his employment with the Company. There was no additional compensation or other
payment, including severance payment due to Todd J. Broms. In addition, the
above 1,300,000 options were also forfeited and subsequently cancelled by the
Company.
23
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 7 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)
New Employment Agreement (Continued)
- ------------------------
On February 28, 2002, the Company entered into a Consulting Agreement with Verdi
Consultants, Inc. Under the terms of the agreement, the Company is to pay to
Verdi Consultants, Inc. a consulting fee equal to $15,000 per month plus
benefits. The agreement is for a term of three years and provides for a
severance payment in the amount of $180,000 and immediate vesting of all stock
options in the event the consulting agreement is terminated without cause. Verdi
Consultants, Inc. was granted options to acquire 1,000,000 shares of the
Company's common stock, of which 125,000 shall vest immediately and the
remaining 875,000 shall vest equally over a 24 month period beginning March 1,
2002 and are exercisable only in the event that the Company increases the number
of authorized shares of common stock to at least 200,000,000 shares. The options
are exercisable at the fair market value at the date of the grant of $0.50 per
share. All stock options expire on February 28, 2012. Beginning August 8, 2002,
Verdi Consultants, Inc. has agreed to defer $5,000 per month of its consulting
fees subject to future cash availability.
New Advisory Agreement
- ----------------------
On April 29, 2002, the Company entered into a six-month advisory agreement with
a consulting company, pursuant to which this entity will assist the Company in
evaluating possibilities for improving capital structure and strategic
alternatives. In addition, the entity, from time to time, may be requested to
assist the Chief Executive Officer of the Company with other activities. The
Company agreed to pay $5,000 per week for the duration of the agreement. As of
August 8, 2002, the above consultant has agreed to defer $5,000 per month of its
consulting fees subject to future cash availability. The Company has also agreed
to issue the entity non-qualified 10-year stock option grant to purchase 249,000
shares of the common stock of the Company at the rate of 41,500 shares for each
full calendar month the entity is retained by the Company. The exercise price is
equal to the average closing bid price of the Company's shares on three trading
days prior to its vesting date.
24
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 7 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)
Technology Development and Consulting Agreements
- ------------------------------------------------
In August 2002, the Company signed agreements to issue 4,000,000 shares of
common stocks to ipPartners, Inc., an affiliate of Trylon Metrics, Inc., for
development of prototypes based upon the Company's Acoustic Core technology. Of
the 4,000,000 shares, 2,000,000 of the shares are for fees to consultants to
further develop the Automated Portal Threat Inspection System ("APTIS")
screening portal to detect plastic explosives on humans and within non-human
transportation means. The remaining 2,000,000 shares to be issued are for fees
to consultants to develop a hand-held, stand-off, screening device based upon
the technologies developed within. Of the 4,000,000 shares to be issued,
2,000,000 shares will be placed in escrow and released to the consultants based
upon achieving certain predetermined development milestones.
As of September 30, 2002, the above shares have not been issued and is currently
awaiting approval to issue the shares from AMEX.
The Company has also agreed to pay the consultant $12,500 per month until
December 2002 for technical and marketing services and an additional $5,000 per
month for technical and marketing services payable to the consultant until
December 13, 2002.
The Company has agreed to register the common stock to be issued to the
consultant pursuant to the technology development and consulting agreements with
the SEC for resale by the consultant at the Company's expense. If the
registration does not occur by October 15, 2002, then the parties will negotiate
a good faith substitute for the shares of the Company's common stock.
Negotiations are currently underway.
Joint Technology Development Agreement
- --------------------------------------
The Company entered into a Joint Technology Development Agreement (the "JTDA")
with Logstor Ror A/S ("Logstor"), a Danish corporation, dated as of September
24, 2002.
The Company and Logstor will act as independent contractors to develop a foam
incorporating the Company's proprietary HNIPU binder for use in pre-insulated
pipes manufactured by Logstor. The Company and Logstor will initially
collaborate to tailor the foam chemistry according to Logstor's specifications.
Logstor has exclusive worldwide rights to specific defined markets to
incorporate this technology into its product line and will pay the Company a
royalty fee. In return for worldwide exclusivity, Logstor has committed to
convert its production facilities to use of HNIPU in its product line based on
successful achievement of the technical and cost criteria.
25
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 7 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)
Joint Technology Development Agreement (Continued)
- --------------------------------------
Pursuant to the JTDA, Logstor and the Company will jointly own all intellectual
property rights resulting from work performed under the Agreement. The Company
will retain sole ownership of rights to other forms, applications and markets of
HNIPU preceding and or independent of the Agreement.
Proposed Acquisition of Swissray International, Inc.
- ----------------------------------------------------
The Company entered into a non-binding letter of intent with Hillcrest Avenue
LLC ("Hillcrest") to acquire Hillcrest's majority controlling interest in
Swissray International, Inc. ("Swissray") (OTC Bulletin Board: SRMI.OB) in an
all stock transaction. Swissray is engaged in the design, manufacturing and
marketing of proprietary direct digital radiography (ddR) technology. This
technology is radiographic images in seconds and at a lower cost than
conventional radiography.
The terms of the letter of intent contemplate payment to Hillcrest in the range
of $40 to $60 million stated value in the form of a new series of the Company's
3% pay-in-kind ("PIK"), Five-Year Cumulative Convertible Preferred Stock. While
terms of the Convertible Preferred Stock, including the principal amount,
definitive stated value and redemption terms remain to be finalized pending upon
the completion of due diligence reviews.
The letter of intent provides for a limited exclusivity period, during which
time Swissray and its major shareholders are prohibited from negotiating with
any other potential buyer. As a result, until the expiration of such exclusivity
period, no further action shall be taken by the Company or Swissray with respect
to a potential acquisition by the Company of a majority controlling interest in
Swissray pursuant to a non-binding non-exclusive letter of intent previously
executed by the Company and Swissray. While the Company maintains an interest in
pursuing an acquisition of the majority controlling interest in Swissray, as
previously disclosed, there can be no assurances that any such transaction may
occur given the recent revelation of a suitor for the entire company. Management
will actively monitor the situation as it develops since it believes there are
synergies achievable between the Company and Swissray.
Office Lease and Required Security Deposit
- ------------------------------------------
On August 30, 2000, the Company entered into a lease agreement for office space
in Fairfax, Virginia for a period of five years. Under this lease agreement, the
Company is required to have a stand-by letter of credit in the amount of
$224,038, which would represent a security deposit. The stand-by letter of
credit is to be renewed annually and at September 1, 2002, the Company did not
renew this stand-by letter of credit.
26
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 7 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)
Risk of Environmental Liability; Present Lack of Environmental Liability Self
Insurance
- -----------------------------------------------------------------------------
The Company's radioactive contaminant technology is subject to numerous national
and local laws and regulations relating to the storage, handling, emission,
transportation and discharge of such materials, and the use of specialized
technical equipment in the processing of such materials. There is always the
risk that such materials might be mishandled, or that there might be equipment
or technology failures, which could result in significant claims for personal
injury, property damage, and clean-up or remediation. Any such claims against
the Company could have a material adverse effect on the Company. The Company
does not presently carry any environmental liability insurance, and may be
required to obtain such insurance in the future in amounts that are not
presently predictable. There can be no assurance that such insurance will
provide coverage against all claims, and claims may be made against the Company
(even if covered by insurance policies) for amounts substantially in excess of
applicable policy limits. Any such event could have a material adverse effect on
the Company.
Concentration of Credit Risk
- ----------------------------
Financial instruments, which potentially subject the Company to concentration of
credit risk, consist principally of cash, which is at one bank. Future
concentration of credit risk may arise from trade accounts receivable. Ongoing
credit evaluations of customers' financial condition will be performed and,
generally, no collateral will be required.
Business Risks
- --------------
The Company requires additional funds to commercialize its technologies and
continue research and development efforts. Until the commencement of sales, the
Company will have no operating revenues, but will continue to incur substantial
expenses and operating losses. No assurances can be given that the Company can
complete development of any technology not yet completely developed or that,
with respect to any technology that is fully developed, products incorporating
the technology can be manufactured on a large-scale basis or at a feasible cost.
Further, no assurance can be given that any technology will receive market
acceptance. Being a development-stage entity, the Company is subject to all the
risks inherent in the establishment of a new enterprise and the marketing and
manufacturing of a new product, many of which risks are beyond the control of
the Company.
27
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 8 - SUBSEQUENT ISSUES
Private Placement of Common Sock
- --------------------------------
During October 2002, the Company entered into equity financings in the amount of
$175,000. The various agreements consisted of 3,500,000 shares of common stock.
28
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following is a discussion of our financial condition, results of our
operations and liquidity. This discussion should be read in conjunction with our
financial statements and notes included in this report, as well as those
included in our Annual Report on Form 10-K for the year ended December 31, 2001.
Certain information in this report, including the following discussion, may
include forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. We intend the disclosures in
these sections and throughout the Quarterly Report on Form 10-Q to be covered by
the safe harbor provisions for forward-looking statements. All statements
regarding our expected financial position and operating results, its business
strategy, its financing plans, and the outcome of any contingencies are
forward-looking statements. These statements can sometimes be identified by the
use of forward-looking words such as "may," "believe," "plan," "will,"
"anticipate," "estimate," "expect," "intend" and other phrases of similar
meaning. Known and unknown risks, uncertainties, and other factors could cause
the actual results to differ materially from those contemplated by the
statements. The forward-looking information is based on various factors and was
derived using numerous assumptions.
Important Factors that Might Affect Our Business, Our Results Of Operations and
Our Stock Price
Although we believe that our expectations expressed in these forward-looking
statements are reasonable, we cannot promise and can provide no assurances that
our expectations will turn out to be correct. Actual results could be materially
different from our expectations due to a variety of factors, including the
following:
o We may not be able to adequately protect or enforce our rights to
intellectual property or maintain rights to third-party patents, which
may result in our losing valuable rights, experience reduced market
share, assuming any, or incur costly litigation to protect such rights.
o We might not be able to sell our licensed proprietary nuclear
containment technology under our brand, EKOR(TM), and that we will
never find a way to commercialize our other technologies. If we are
unable to generate revenues from some source, we may have to go out of
business and your investment in us could be lost.
o Our securities may cease to be listed on the American Stock Exchange
(the "Amex"), in which case the market liquidity of our common stock
would likely be negatively affected, which may make it more difficult
for holders of our common stock to sell their securities in the open
market. Furthermore, if we were de-listed from the Amex, then public
perception of the value of our common stock could be materially
adversely affected and any additional financing may become difficult to
obtain. In discussions with the Amex, the Amex has expressed concern
about several of our financings with Woodward. The primary concern is
the fact that securities sold to Woodward constitute future priced
securities due to the repricing provisions or a floating conversion
rate. The satisfaction and elimination of all repricing rights pursuant
to restructuring agreements may alleviate some of this concern, but
there is still a potential future priced securities issue with the
floating conversion rate pursuant to the optional conversion rights of
the Series B Preferred Stock, which are to be issued to Woodward
pursuant to the restructuring agreements. The Amex has also expressed
concern about our compliance with the additional listing application
requirements of the Amex. We are working with the Amex in an attempt to
alleviate these concerns. However, there is a risk that we may not be
able to satisfy all of the Amex concerns and that, as a result, the
Amex may de-list our securities. We have not received notification from
the Amex that our common stock will be de-listed. Were such an event to
occur, we would still be a public company and would be eligible to be
listed on the OTC Bulletin Board.
o Our financial statements were prepared on the assumption that we will
continue as a "going concern," and our independent accountant has
expressed a substantial doubt about our ability to continue as a "going
concern."
29
o Shareholders face substantial dilution of their equity ownership
percentage if our Series A Preferred Stock and/or Series B Preferred
Stock is converted, if more of our outstanding options and warrants are
exercised, or if we have to issue additional shares to raise capital.
The extent of potential dilution depends significantly on the market
price of our outstanding shares and may cause significant dilution in
the value of your investment.
o We have committed to issue all of our currently authorized capital
stock. If our shareholders do not vote to increase our authorized
capital stock, we will not be able to satisfy the contractual terms of
our deal with Woodward or to obtain the additional financing necessary
to continue operations.
o We currently do not generate cash flow from operations and are
dependent upon debt and/or equity financings to fund our operations.
Therefore, if we cannot continue to arrange such financings or generate
cash flow from other means, we would likely be forced out of business.
o We have a limited operating history and therefore little basis for
providing any meaningful forecasts.
o We have incurred substantial operating losses and risk never generating
any meaningful revenue or earning any profits.
o We face unknown environmental liability risks and we don't carry any
environmental liability insurance. Furthermore, environmental
regulation in various countries may prevent the cost-effective
application of some or all of our technologies.
o Our proprietary technology (licensed or otherwise) and patents may not
give us adequate protection, therefore, others may be able to develop
similar technologies or may not allow us to apply our technologies,
either at all or without paying license fees. Our current financial
situation is such that we may have difficulty paying certain licensing
fees for some of our technology, in which case we may lose the
licensing rights to certain of our technologies, including EKOR(TM).
Currently, we have been successful in renegotiating certain licensing
agreements to maintain our rights to the technologies but our future
ability to maintain such rights is uncertain.
o We depend upon a limited number of suppliers for components or our
products, and if we are unable to obtain material from these suppliers
on a timely basis, then we may not be able to deliver our products as
required.
o If our Acoustic Core(TM) or related products ("EDS"), when sold, fail
to detect explosives, we could be exposed to product liability and
related claims and we may not have adequate insurance coverage.
o We are substantially dependent on potential orders from the U.S.
Government and other specialized sources. If the U.S. Government or
other sources fails to purchase our products, our business will be
harmed. Also, governmental agencies, the primary customers for our
proposed EDS and other products, are subject to budget processes, which
could limit the demand for these products. Further, governmental
agencies have special contracting requirements, which create additional
risks.
o Despite the protection afforded by the Price-Anderson Act (assuming its
renewal), we face unknown environmental liability risks and we don't
carry environmental liability insurance; the successful assertion
against us of environmental liability could put us out of business.
o We may be subject to significant competition and the existence or
development of preferred technologies, which may keep us from swelling
our products and technologies at a profit or at all.
o We may run out of money before we begin to generate cash flow from
operations and we may not be able to obtain needed financing. We have
been advised by a representative of Jenks and Kirkland (J&K) that the
financing of up to 10,000,000 has been terminated.
o The Company recently signed agreements with Woodward to restructure
certain existing financing agreements and provide for a potential
source of funding for up to $1,300,000. The various definitive
agreements (the "Restructuring Agreements") signed, among other things,
satisfy and eliminate the repricing rights associated with the Common
Stock Purchase Agreement between us and Woodward dated March 31, 2001
(the "March 2001 Securities Purchase Agreement") by the future issuance
of 10,000,000 shares of our common stock; satisfaction and elimination
of the repricing rights of the common stock, upon conversion of the
Series A 3% Convertible Preferred Stock (the "Series A Preferred
Stock") associated with the Securities Purchase Agreement between the
Company and Woodward dated as of February 1, 2002 (the February 2002
Securities Purchase Agreement") by the issuance of $17,000,000 stated
value of a new class of preferred stock (the "Series B Preferred
Stock"); and provide a potential financing where Woodward may purchase
up to $1,300,000 stated value of additional Series B Preferred Stock of
which we have received $175,000. In addition, subsequent to signing the
Restructuring Agreements, Woodward has agreed to defer receiving the
10,000,000 shares subject to the approval by shareholders of an
30
increased in the Company's authorized capital and the approval of Amex
to issue and list this common stock. There is a risk that we will still
be obligated to issue substantial amounts of additional shares of
common stock to Woodward pursuant to these new agreements, that we will
not be able to satisfy issuing these shares to Woodward and that we
will not receive any additional financing from Woodward. The
Restructuring Agreements are further described in the section titled
"Woodward Restructuring."
o Department of Commerce controls or other governmental control of our
encryption technology may negatively impact our ability to sell or
transfer our technology.
o Certain of our Israel-based technologies are based and primarily
dependent on the efforts of Dr. Figovsky. If Dr. Figovsky were to cease
his association with our affiliated Israeli companies or if Dr.
Figovsky were to die or become incapacitated, this might have an
adverse affect on the research and development and commercialization of
certain of our technologies.
Forward-looking statements included in this Report speak only as of the date of
this Report and we do not undertake any obligation to publicly release any
revisions to any forward-looking statements to reflect events or circumstances
after the date of this Report or to reflect the occurrence of unanticipated
events.
OVERVIEW
Eurotech, Ltd. is a development-stage company and corporate asset manager
seeking to develop and commercialize a diversified portfolio of technologies in
various markets. Our mission is to build value in our emerging technologies and
in the companies we acquire and own, providing each with the resources it needs
to realize its strategic business potential. In addition, we manage
comprehensive engineering and scientific development programs designed to
identify products and processes that have unique or superior characteristics
with reduced manufacturing and/or use risks. Our emerging technology business
segment develops and markets chemical and electronic technologies designed for
use in Homeland and Environmental Security. Our portfolio of technologically
advanced products includes: (a) proprietary materials created to address the
problems of cost-effective nuclear and other hazardous waste containment, (b)
advanced performance materials for use in industrial products such as coatings
and paints, (c) automatic detection of explosives and illicit materials, and (d)
cryptographic systems for secure communications, all of which can be used in
Homeland and Environmental Security. We seek to commercialize our technologies
using various financial and transactional vehicles including: technology
transfer, licensing, joint venture, and distribution agreements.
We are not a subsidiary of another corporation, entity, or other person. We hold
a greater than 50% equity interest in several Israeli research and development
companies which may be deemed to be subsidiaries. In addition, we also own a
majority interest in a Delaware corporation, which holds certain encryption
technology assets currently under development, which may also be deemed to be a
subsidiary.
We were incorporated under the laws of the District of Columbia on May 26, 1995.
Our executive office is located at 10306 Eaton Place, Suite 220, Fairfax,
Virginia 22030. Our website address is: www.eurotechltd.com.
Operations
Our technologies are grouped into three operational divisions. Those divisions
are as follows:
(i) Nuclear & Environmental Technology Solutions;
(ii) Advanced Performance Materials, and;
(iii) Security & Safeguards.
Nuclear and Environmental Technology Solutions (NETS)
NETS has three unique technologies that are actively marketed consisting of a
family of silicon-based geopolymers known as EKOR(TM), a fire-resistant surface
fixative known as Rad-X(TM), and a set of remote sensing technologies for
subsurface investigation. Each technology was introduced to the market in 2001.
All three technologies are aimed at initial opportunities for sale or licensing
within the U.S. Department of Energy ("DOE"). To date, in 2002, this division
earned revenues of $66,173.
31
Advanced Performance Materials (APM)
In 2001, we formed the Advanced Performance Materials Division. APM organized
non-nuclear and non-security related technologies into a business unit that will
provide focus to our commercialization effort, coordinate on-going R&D related
to those technologies, allow prioritization of marketing efforts in-line with
available corporate resources and provide a managerial structure and point of
contact for potential licensees. Dr. Oleg Figovsky, a renowned Israeli scientist
and paid consultant, has sold or licensed to us many of our APM technologies
through various technology transfer agreements.
We initially placed these technologies, acquired directly from Dr. Figovsky, in
the APM division. In addition, the equity interests we own in our seven single
technology Israeli start-up companies have also been grouped into the APM
division. A majority of these companies have proceeded through their "incubator
stage" as the subject technology is awaiting commercialization. However, due to
limited working capital, management decided to temporarily curtail the funding
of the operations and further development of the technologies and related
operations for all but one of the Israeli-based technology companies. Curtailing
funding of these technologies could affect our future ability to develop certain
of these technologies, at which point we would have to decide whether to
permanently discontinue development of the applicable technologies.
Security and Safeguards (S&S)
The events of September 11th resulted in concerted efforts to create a
governmental agency to monitor Homeland Security. The products of this division
are generally those types of products and technologies, which management
believes, can provide, or be a part of, cost efficient and reliable solutions to
these Homeland Security needs.
Two products currently under development are: Acoustic Core(TM) and
Electromagnetic Radiography(TM) technologies for "in-situ" detection of various
materials including certain explosives, non-exposed contaminants including
nuclear and other hazardous wastes and sub-terrainian materials. Crypto.com is a
"cyber-space" security technology which management believes may provide a level
of security that exceeds most other computer encryption technologies currently
available to government entities.
The organization of these three operational units recognizes the diverse markets
and objectives of our technologies and allows budgeting and strategic planning
to be tightly focused. The following discussion of our technologies is grouped
by division.
NUCLEAR & ENVIRONMENTAL TECHNOLOGY SOLUTIONS (NETS)
EKOR(TM). The NETS Division markets EKOR(TM) primarily in the United States and
to select international customers. Our domestic market will continue to be
dominated by the DOE, but potential opportunities will also be pursued in
remediating hazardous waste for private industry. Our commercialization efforts
are targeted to key DOE geographic areas including: The Hanford Reservation
(eastern Washington state), Idaho National Environmental & Engineering
Laboratory (INEEL), Rocky Flats Environmental Testing Site (RFETS), Savannah
River Site, Oak Ridge National Laboratory, Ohio Field Office (Fernald, Mound,
Battelle, and Columbus), West Valley (New York), and Paducah/Portsmouth. Our
objective is to show how EKOR's(TM) capabilities as a durable long-term barrier
(micro or macroencapsulation) provide DOE with the tools to accelerate their
waste remediation schedules while reducing cost and containment risk. In
addition, there are presently a number of international opportunities for use of
the Company's EKOR(TM) technology. We consistently monitor international waste
remediation programs carefully to assess when to initiate marketing efforts.
32
During the first quarter 2002, two significant demonstration contracts were
signed: (1) Amersham Health, a subsidiary of Amersham plc, placed an order for
EKOR(TM) plates that contained varying amounts of neutron-absorbing material.
These plates were to be used in tests at one of Amersham's facilities to
evaluate their value at reducing radioactive waste generated in the production
of medical isotopes. The plates were delivered in April and the tests are
scheduled for completion in the fall 2002. NETS managers are currently
scheduling meetings at Amersham Health's cyclotron facility in Plainfield, NJ to
review the performance of EKOR containing neutron-absorbing material. Amersham
Health operates cyclotron facilities worldwide and will use EKOR coating in
significant quantities after material performance data is completed. We charged
$22,151 for these materials.
(2) Battelle Memorial Institute (BMI) bought over one hundred gallons of
EKOR(TM) to be used to stabilize buried reactor piping that contains internal
radioactive contamination for $42,672. Solidifying of EKOR(TM) within the pipe
allows the pipes to be recovered, handled, and disposed of without risk of
spreading the attendant contamination. This EKOR(TM) was delivered in March 2002
and was applied in late April 2002. The material solidified within the pipes as
planned and BMI has given indication of future orders for similar applications.
NETS is working with BNFL, Inc managers in the Waste Disposal Facility at the
Department of Energy Mound Site in Miamisburg, Ohio to evaluate RAD-X and EKOR
Matrix for stabilization of residual contamination and immobilization of waste.
More than 500 gallons of RAD-X should be used to coat internal walls, ceilings
and floor space to stabilize surface contamination and eliminate airborne
particulate during dismantlement. EKOR Matrix should be used to encapsulate
plutonium laden waste stored in drums, which can be transported to a certified
disposal site.
A potential market for EKOR(TM) is the microencapsulation of highly toxic wastes
being stored by DOE. In the budget request submitted to Congress by DOE in late
January, DOE noted several wastes that posed significant budgetary and health
risks, with schedules for resolution that had inordinately long timelines. DOE
recently identified up to 40 of 177 High Level Waste Tanks at the Hanford Site,
located in Richland, WA, for closure by 2006 as part of their Accelerated Site
Closure Plan. Our NETS managers are working with the CHG Group, responsible for
tank closure, to immobilize Low Activity Waste (LAW) using EKOR in an effort to
reduce cost and schedules for tank closure. NETS is performing a demonstration
in December 2002 for CHG. After evaluation of material performance We anticipate
the selection of EKOR for immobilization of LAW. Additional highly toxic wastes
are stored at DOE sites in Idaho and South Carolina.
Two new opportunities that arose in the second quarter 2002 were the German
Federal facility stabilization initiative and the UK breeder reactor
Decontamination and Decommissioning (D&D). In the German opportunity, EKOR is
being evaluated for coating effectiveness and the tests should be completed in
third quarter 2002. We are currently having discussions with a German-based
client to certify EKOR for waste stabilization and disposal. In the UK program,
EKOR will be tested during the first quarter 2003 for efficiency in
microencapsultion of solid, oxide and sludge waste forms. BNFL plc stores large
volumes of waste for disposal at their Sellafield, UK site.
EKOR(TM) products that are commercially viable and are being marketed include
Sealer Plus, Matrix, and Grout. Sealer Plus is a one-part, "turnkey" product,
designed for application by airless sprayer to stabilize certain loose
hazards/radioactive waste on contaminated surfaces. Matrix is a three-part
solution tailored for use in microencapsulating fine particles, small pieces or
even slurries. Matrix cures into a monolith that has extreme resistance to
leaching or degradation. Grout is a three-part solution designed to
macroencapsulate-contaminated surfaces or to form plates or shapes for special
applications.
RAD-X(TM) - RAD-X(TM) was introduced in late 2001 as a temporary fixative to be
used to stabilize hazardous waste by decommissioning contractors. Its advantages
are fire resistance and adhesion. DOE has indicated a reduction in
decommissioning activities, but several sites have expressed interest in
Rad-X(TM).
SUBSURFACE REMOTE SENSING TECHNOLOGIES - On September 25, 2001, we acquired the
worldwide rights to patented remote sensing technologies, Electromagnetic
Radiography(TM) (also known as "EMR(TM)") and Acoustic Core(TM), from Trylon
Metrics, Inc., for 2,500,000 shares of our common stock. EMR(TM) and Acoustic
Core(TM) technologies provide 3D images of subsurface contaminants with a high
degree of discrimination and precision. In addition, we believe these
33
technologies offer large area coverage at high resolution and are significantly
more cost effective than monitoring methods currently used for environmental
assessments. We believe that this acquisition will both enhance our ability to
market EKOR(TM) products and position us as a prime technology source/solution
for various environmental markets. EMR(TM) and Acoustic Core(TM) have been
proposed for use to the DOE for work to be conducted at Hanford and INEEL. We
have filed three U.S. patent applications, which address the use of the
technology in marine geophysical exploration for oil and natural gas. Two large
dredging and marine environmental projects based in the U.S. have been forwarded
technical and pricing proposals for use of the technology in identifying marine
sediment contaminants. The U.S. Government General Accounting Office has
identified one of these technologies for near-term future use in continuing
government research for detection and classification of land mines.
In addition, in August 2002, we signed agreements to issue 4,000,000 shares to
ipPartners, Inc., an affiliate of Trylon Metrics, Inc., for development of
prototypes based upon our Acoustic Core(TM) technology. Of the 4,000,000 shares,
2,000,000 of the shares are earmarked for fees to consultants to further develop
the APTIS(TM) screening portal to detect plastic explosives on humans and within
non-human transportation means. The remaining 2,000,000 shares to be issued are
earmarked for fees to consultants to develop a hand held, stand-off, screening
device based upon the technologies developed within. Of the 4,000,000 shares to
be issued, 2,000,000 shares will be placed in escrow and released to the
consultants based upon achieving certain predetermined development milestones.
We are marketing to U.S. agencies (DOE, DOD and EPA) and companies either
performing work for these agencies or responsible for cleanup activities being
required by these agencies. We seek to enter into licensing, contracted, or
joint venture arrangements to facilitate the implementation of these
technologies.
ADVANCED PERFORMANCE MATERIALS (APM)
HNIPU (Hybrid Non-Isocyanate Polyurethane) - In 1998, we purchased the HNIPU
technology from Dr. Figovsky. We intend to incorporate HNIPU into commercial
coatings, paints, adhesives, and foams as a replacement for conventional
polyurethane binders. Research, development, and sample production activities
have been performed by Chemonol, Ltd. an Israeli start-up company in which
Eurotech holds majority ownership and to which we have funded these directed
activities.
We are conducting various discussions with multiple domestic and international
parties relating to licensing, selling, and/or joint venturing for developing
and commercializing certain HNIPU technologies and variants therefrom. The
technologies can be used, potentially, for non-toxic and quick-drying industrial
paints and coatings and non-toxic foam products such as, but not limited to,
certain components contained in automotive interiors.
During second and third quarters of 2002, we successfully demonstrated an
acrylic version of HNIPU and produced a number of coated test panels. These
panels have been subjected to 2,000 hours accelerated weather and UV(B) exposure
with no evidence of physical change. Testing remains ongoing and we have engaged
a respected industry test facility to independently test acrylic HNIPU samples.
As a result of the test results, we are increasing our efforts to secure US
binder production and have entered into discussions with two prominent industry
resin and binder producers.
During third quarter 2002, we secured a joint technology development agreement
with Logstor Ror of Denmark for certain worldwide exclusive rights to our HNIPU
foam. The agreement allows for a period of time for a collaborative period
during which our respective technical experts will tailor the chemistry of HNIPU
foam binder to meet criteria as specified by Logstor. On achievement of these
criteria, the Agreement requires Logstor to incorporate HNIPU foam binder into
its product line at which time we will begin receiving royalty revenue based on
volume of binder consumed. The agreement specifies the minimum or baseline
royalty level required of Logstor for it to retain worldwide exclusivity. Based
on Logstor's current and projected binder consumption, both companies anticipate
Logstor to easily exceed the minimum requirement for retaining worldwide
exclusivity.
34
OTHER ISRAELI TECHNOLOGIES - We refer you to the description of our business in
Part I, Item 1 of our Annual Report on Form 10-K for the fiscal year ending
December 31, 2001 for a description of each of these technologies other than
those discussed above; they are identified in such report as:
o FIRESIL(TM) (Intumescent Fire-Stop Coating)
o SPCE (Sulfochlorinated Polyethylene Coatings)
o Continuous Combustion Synthesis and Continuous Action Reactor
o Cobalt and nickel powders
o Polydiene Urethane Adhesives (Poly-D Adhesives) - Electronic
Glues
o Kauton
o Hypocorr
o Anticorrosive Additives for Polymers (AAdd)
o Liquid Ebonite Mixtures (LEM)
o Rubber Concrete (RubCon)
We had no activity with respect to these technologies during the third quarter
2002.
RISKS RELATING TO OUR INTERESTS IN ISRAEL
Even though most of our current developmental efforts are not focused on our
Israel-based subsidiaries, we believe that certain risks relating to our limited
operations in Israel should be addressed. Some of the risks that might
negatively impact our Israeli interests include:
o Any future armed conflicts or political instability in the region would
likely negatively affect local business conditions and harm our R&D and
commercialization efforts;
o Our R&D and commercialization efforts may be negatively affected by the
obligation of our personnel or consultants to perform military service,
where reservists may be called to duty in emergency situations;
o There might be changes to the policies underlying the grants our
affiliated Israeli companies have received from the Law for the
Encouragement of Capital Investments, 1959 Government of Israel through
the Office of the Chief Scientist of the Ministry of Industry and
Trade, or Chief Scientist; and
o Certain of our Israel-based technologies are based and primarily
dependent on the efforts of Dr. Figovsky. If Dr. Figovsky were to cease
his association with our affiliated Israeli companies or if Dr.
Figovsky were to die or become incapacitated, this might have an
adverse effect on the R&D and commercialization efforts of certain of
our technologies.
SECURITY & SAFEGUARDS DIVISION (S&S)
During the third quarter 2002, we continued to accelerate the development of our
illicit and hazardous materials detection technology, particularly its plastic
explosives detection capability. The fabrication of our prototype Automated
Portal Threat Inspection System, or APTIS(TM), was completed during the month of
July, ahead of schedule. Field Testing (Phase 3 of the development cycle) has
begun, a key component of which is acoustic data acquisition and the performance
of blind testing with surrogate and actual explosives target materials.
Empirical data will be tested against theoretical models to refine the signal
processing design approach. The testing program includes directional targeting
on simple models and omni directional testing on complex models of both benign
surrogate materials and illicit materials of interest. Marketing efforts to
commercial and government security managers continue. A total of six proposals
for various applications of Acoustic Core(TM) in support of Homeland Security
have been submitted under Board Area Announcement solicitations by the DOD. An
additional proposal to the National Institute of Justice was submitted this
quarter for national security applications. The Company is engaged in
negotiating a cooperative research and development agreement (CRADA) with the
Air Force to participate in a program to develop explosives detection systems
for inspection of cargo and vehicles. It is anticipated that this system will be
developed and demonstrated by end of first quarter 2003.
35
On July 24, 2002 we entered into several agreements to amend certain prototype
technology development agreements with the inventors of APTIS(TM), including
ipPartners, Inc. (the "Consultant"), Trylon Metrics, Inc. and Mr. Robert Tarini
(who is also President of both the Consultant and Trylon Metrics, Inc.), to
allow us to compensate the Consultant with our common stock in lieu of cash to
complete the APTIS(TM) prototypes, as described in our current report on Form
8-K dated July 24, 2002 (filed with the SEC on August 6, 2002) (the "Technology
and Consulting Agreements").
The Technology Development and Consulting Agreements supersede and replace all
original agreements between the Consultant and us regarding APTIS(TM) Integrated
Metal and Explosives Screening Portal Product Development (the "Portal Project"
and also incorporates development of a hand held portable APTIS(TM) Integrated
Metal and Explosives Screening Device (the "Hand Held Project"). Upon completion
of development, the Hand Held Project portable device may be capable of
automated remote standoff detection of explosives found within shipping
containers, vehicles or carried on humans. The Hand Held Project device, in its
final form, should provide a remote standoff range for detection of explosives
of greater than 50 feet. Such a device would offer the operator the capability
of extending threat detection range while increasing personnel safety. When
developed, the Handheld Project device will complement the capabilities of our
Portal Project explosives detection system currently in development. All
Acoustic Core(TM) products utilize our proprietary and differentiated technology
that has the ability to remotely sense almost any element or compound using a
non-contact inspection methodology.
Pursuant to the Technology Development and Consulting Agreements, we will retain
all intellectual property rights related to the Portal Project and the Hand Held
Project and the Consultant will assist us with the research and development and
marketing of these projects. In return, we will compensate the Consultant for
past development services by issuing 4,000,000 shares of our common stock,
2,000,000 shares of which will be placed in escrow and subject to forfeiture. In
addition, as further compensation for past development services provided by the
Consultant, the Company will reduce the strike price of a warrant previously
issued to the Consultant to purchase up to 60,000 shares of our common stock to
$0.50 per share. We have also agreed to pay to the Consultant $12,500 per month
until December 2002 for technical and marketing services and an additional
$5,000 per month for technical and marketing services payable to the Consultant
until December 13, 2002. In addition, we will reimburse the Consultant up to
$20,000 to cover reasonable and necessary expenses associated with negotiating
and signing the Technology Development and Consulting Agreements.
The Consultant was required to complete, by October 15, 2002, the prototype
assemblies for the Portal Project and demonstrate to our satisfaction the
device's capabilities in order for 750,000 shares of the Company's common stock
in escrow not to be subject to forfeiture. The Consultant has met the
requirements to receive the 750,000 shares. Furthermore, on January 15, 2003, if
the Consultant has not demonstrated to our satisfaction the prototype of the
Portal Project, then an additional 250,000 shares of our common stock in escrow
will be subject to forfeiture. If by January 15, 2003 the Consultant has not
completed the prototype assemblies for the Hand Held Project and demonstrated to
our satisfaction the device's capabilities, then 750,000 shares of our common
stock in escrow will be subject to forfeiture. Furthermore, on March 15, 2003,
if the Consultant has not completed and demonstrated the prototype of the Hand
Held Project, then an additional 250,000 shares of our common stock is subject
to forfeiture.
We have agreed to register the common stock to be issued to the Consultant
pursuant to the Technology Development and Consulting Agreements with the SEC
for resale by the Consultant at the Company's expense. If the registration does
not occur by October 15, 2002, then the parties will negotiate a good faith
substitute for the shares of our common stock. Negotiations are currently
underway.
CRYPTO.COM - During the third quarter 2002, additional Crypto.com algorithm
documentation was completed. This documentation formed the basis for an on-line
white paper to be posted on our web site and will support additional marketing
activities during fourth quarter of 2002 and beyond. Crypto.com has successfully
demonstrated its double-cipher, keyless transmission encryption system. We have
been active in marketing the advanced security algorithm to commercial security
managers and intends to increase web based marketing efforts through 2002.
36
OUR RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED WITH SIX MONTHS ENDED SEPTEMBER
30, 2001
For the nine months ended September 30, 2002 and the nine months ended September
30, 2001, we incurred operating losses of $7,153,500 and $6,815,478
respectively. The increased losses result principally from increased expenses
incurred in the acquisition and development of our technologies, consulting
costs, general and administrative expenses without an offsetting increase in
revenues.
For the nine months ended September 30, 2002, we recognized $78,821 in revenue
from operations relating to demonstrations of EKOR(TM) and other technologies
Products. For the nine months ended September 30, 2001, we recognized $10,215 in
revenue.
Research and development expenses decreased by $61,570 to $492,683 for the nine
months ended September 30, 2002 from $554,253 for the nine months ended
September 30, 2001. During the first nine months in 2002, we spent $248,719 on
further EKOR(TM) development and $244,964 to develop other technologies. We
continued to fund the commercialization of EKOR(TM), including variants and
product improvements being further developed, in Russia, by scientists and
researchers at Kurchatov Institute and members of Euro-Asian Physical Society
(EAPS).
Consulting expenses decreased by $263,424 to $1,932,347 for the nine months
ended September 30, 2002 from $2,195,771 for the nine months ended September 30,
2001, which includes $977,087 for the nine months ended September, 2002 and
$375,667 for the nine months ended September 30, 2001 of compensatory element of
stock issuances pursuant to consulting and other agreements. The decrease in
consulting expense resulted principally from a decrease in the number of
consultants working in our business development area.
Other general and administrative expenses increased by $75,940 to $2,787,167 for
the nine months ended September 30, 2002 from $2,711,227 for the nine months
ended September 30, 2001. The increase is attributable principally to increases
in expenses associated with office rent and employee benefits.
Depreciation and amortization increased by $267,155 to $1,624,317 for the nine
months ended September 30, 2002 from $1,357,162 for the nine months ended
September 30, 2001, of which $1,207,153 in each period was for the amortization
of acquired EKOR(TM) technology rights relating to our November 1999 purchase of
technology rights from the company now called Advanced Technology Industries,
Inc. ("ATI"). The increase is attributable to the amortization expense of
$375,000 of acquired Acoustic Core(TM) technology rights purchased in July 2001
from Trylon Metrics, Inc.
Other expenses/other income decreased by $102,391 to $28,638 for the nine months
ended September 30, 2002 from $131,029 for the nine months ended September 30,
2001. Such amounts are insignificant to total operating results.
THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 2001
For the three months ended September 30, 2002 and the three months ended
September 30, 2001, we incurred operating losses of $2,111,379 and $2,408,051,
respectively. The decreased losses result principally from decreased expenses
incurred in the acquisition and development of our technologies, consulting
costs, and general and administrative expenses.
For the three months ended September 30, 2002, we did not recognize any revenue.
For the three months ended September 30, 2001, we recognized $10,215 in revenue.
Research and development expenses decreased by $1,436 to $122,119 for the three
months ended September 30, 2002 from $123,555 for the three months ended
September 30, 2001. During the third quarter, we spent $55,729 on further
EKOR(TM) development and $66,390 to develop other technologies. We continued to
37
fund the commercialization of EKOR(TM), including variants and product
improvements, being further developed in Russia by scientists and researchers at
Kurchatov Institute and members of Euro-Asian Physical Society (EAPS).
Consulting expenses decreased by $53,411 to $666,278 for the three months ended
September 30, 2002 from $719,689 for the three months ended September 30, 2001,
which includes $393,026 for the three months ended September 30, 2002 and
$82,867 for the three months ended September 30, 2001 of compensatory element of
stock issuances pursuant to consulting and other agreements. The decrease in
consulting expense resulted principally from a decrease in the number of
consultants working in our business development area.
Other general and administrative expenses decreased by $260,003 to $782,179 for
the three months ended September 30, 2002 from $1,042,182 for the three months
ended September 30, 2001. The decrease is attributable principally to decreases
in expenses associated with employee benefits.
Depreciation and amortization increased by $15,243 to $540,803 for the three
months ended September 30, 2002 from $525,560 for the three months ended
September 30, 2001, of which $402,000 in each period was for the amortization of
acquired EKOR(TM) technology rights relating to our November 1999 purchase of
technology rights from the company now called Advanced Technology Industries,
Inc. ("ATI"). The increase is attributable to the amortization expense of
$125,000 of acquired Acoustic Core(TM) technology rights purchased in July 2001
from Trylon Metrics, Inc.
Other expenses/other income decreased by $51,691 to $3,059 for the three months
ended September 30, 2002 from $54,750 for the three months ended September 30,
2001. Such amounts are insignificant to total operating results.
LIQUIDITY AND CAPITAL RESOURCES
SUMMARY OF WORKING CAPITAL AND STOCKHOLDERS' EQUITY
As of September 30, 2002, we had negative working capital of $2,079,064 and
Shareholders' Equity of $4,142,360 compared with a negative working capital of
$3,166,021 and Shareholders' equity of $4,032,612 as of December 31, 2001.
LIQUIDITY
Since we have yet to generate significant revenues from our various business
activities, we are dependent on financing our operating expenses from issuances
of equity or debt securities. As of November 14, 2002, we had $146,528 in cash
and cash equivalents and our current operating expenses are approximately
$172,000 per month. The Restructuring Agreements with Woodward allows for a
potential funding source for up to an additional $1,300,000 on a basis going
forward.
During the third quarter 2002, we sold 5,000,000 units to one accredited
investor which consisted of one share of common stock and one warrant to
purchase common stock at $0.05 per share for four years. The warrant shares are
subject to our shareholders approving additional authorized shares. We raised
$250,000 from the sale of these units. Subsequent to September 30, 2002, we sold
an additional 3,500,000 shares of common stock to various accredited investors
and raised an additional $175,000.
We are investigating additional various financing options to meet our short-term
liquidity needs. This effort is impeded by the fact that essentially all of our
outstanding authorized capital is already committed pursuant to the outstanding
financing transactions with Woodward. We believe our shareholders should agree
to increase our authorized capital at a special meeting of shareholders to be
held later in the year. If our shareholders do vote to increase our authorized
capital, we believe that we should be able to arrange a transaction or
38
transactions to meet our short-term liquidity needs. However, there can be no
assurances that our shareholders will vote to approve an increase in our
authorized capital or that we will be able to arrange a transaction or
transactions to meet our short-term liquidity needs, in which case we would most
likely be unable to continue in business. Again, depending on the market price
of our outstanding common stock, further financing may cease to be available or
be available only on terms that result in an unacceptable level of dilution.
EXPENSE RATIONALIZATION PROGRAM
On May 31, 2002, the Company issued a press release relating to its "Expense
Rationalization Program," a program designed to reduce overhead costs,
rationalize all company expenses and continue to support the further development
of certain technologies which demonstrate the potential to generate cash flows
from near-term future revenues, outside development funding from the government
or the private sector, or licensing fee income.
The initial phase of the expense rationalization program, that was begun on May
31, 2002, has caused a decrease, to date, of approximately $250,000 in cash
expenses per month, reducing overhead burden from an estimated $430,000 per
month to $180,000 per month. With the cost and expense reductions to-date, we
continue to maintain most of our portfolio of technology assets. Cost savings
have been generated through salary, consulting fee, research and development
expense and administrative expense reductions, in addition to an initial
realignment of its technological, sales and marketing resources. This is
consistent with our progress towards commercializing certain of its advanced
technologies believed to have particular relevance in the area of Homeland
Security. Further, in connection with this realignment, we have eliminated four
full-time equivalent positions, or approximately 21 percent of our employee and
consultant base, during this phase of rationalizing expenses.
In July 2002, Paul Childress, our Vice President of Nuclear and Environmental
Division, was terminated as part of our Expense Rationalization Program. We
employed Mr. Childress beginning in January 2000 to lead our EKOR
commercialization program. His duties and responsibilities have been assumed by
Mr. Don Hahnfeldt, our Executive Vice President, and Chairman of the Board.
While the Expense Rationalization Program has been successful to date, we
continue to have operating expenses, which require additional funding in the
future to continue operations without more drastic cost cutting measures. There
is a risk that we will be unable to continue licensing fees for certain of our
technologies, including EKOR(TM), in the future, in which case we may lose some
of its technology rights. In addition, while we are seeking to obtain releases
from terminated employees, these may not be forthcoming and there may be
additional expenses related to these terminations.
SOURCES OF WORKING CAPITAL
Since our inception, our primary sources of working capital have been net
proceeds from various debt and equity financings. The following is a brief
summary of our existing financing arrangements and a discussion of the Woodward
Restructuring. We refer you the Management's Discussion and Analysis of
Financial Condition and Results of Operations in Part II Item 7 of our Annual
Report on Form 10-K and the same discussion found in Part I Item 7 of our
Quarterly Report on Form 10-Q for the Quarter ended June 30, 2002 for a more
detailed description of our prior financing agreements and the financing
agreements entered into during the second quarter 2002.
WOODWARD RESTRUCTURING. On September 30, 2002, we signed a Restructuring
Agreement revising certain significant terms of Woodward's current investments
in us and providing for possible future funding for our operations. We believe
that the Restructuring - including termination of Woodward's repricing rights -
will allow us to better pursue long range opportunities and are an affirmation
of Woodward's confidence our prospects.
Pursuant to the Restructuring Agreements, the repricing rights associated with
the March 2001 Securities Purchase Agreement will be satisfied by the issuance
to Woodward of 10,000,000 shares of common stock. While the repricing rights
will be satisfied and eliminated by this issuance of 10,000,000 shares of common
stock, this commitment is subject to a 19.9% cap required by the listing
agreement with the principal market on which our common stock is listed where
Woodward would only have the right to receive up to 7,205,245 shares of common
stock pursuant to the Restructuring Agreements unless shareholder approval is
39
received to issue the entire 10,000,000 shares of common stock. Pursuant to the
Restructuring Agreements, the 19.9% cap is only applicable if the primary market
on which the Company's common stock is listed has a rule requiring shareholder
approval of any issuance over 20% of the outstanding common stock as of the date
of the applicable financing agreement. We are an Amex listed company and as of a
result, we are subject to a limit of 20% cap on issuances of securities without
shareholder approval. Pursuant to the Restructuring Agreement, the Company has
agreed to hold a special meeting of the shareholders in the future and will
request shareholder approval to issue all 10,000,000 shares to Woodward.
In addition, pursuant to the Restructuring Agreements, the repricing rights
associated with the February 2002 Securities Purchase Agreement will be
satisfied by the issuance of shares of Series B Preferred Stock with a stated
value of $17,000,000. The Series B Preferred Stock will have a 5% per annum cash
or pay-in-kind dividend. The Series B Preferred Stock will be redeemable by us,
in full or in part, at its discretion at par value plus any accrued dividends.
The conversion price of the Series B Preferred Stock will be fixed at $0.75 per
share subject to certain anti-dilution provisions. Additionally, after June
2003, we will agree to exercise optional redemption rights to redeem the then
outstanding Series B Preferred Stock and Series A Preferred Stock and accrued
dividends at the end of each calendar quarter according to the schedule listed
below (the "Scheduled Redemption Amount"). Failure to redeem the Series B
Preferred Stock according to the Scheduled Redemption Amount listed below does
not create a cash obligation to us; rather, the failure to redeem pursuant to
the Scheduled Redemption Amount allows Woodward to exercise its optional
conversion rights. Pursuant to the optional conversion rights, after each
quarter in which we fails to redeem according to the Scheduled Redemption
Amount. See our current report on Form 8-K as of September 25, 2002 (filed with
the SEC on October 7, 2002)
PRIVIATE PLACEMENTS
During the third quarter 2002, we sold 5,000,000 units to one accredited
investor which consisted of one share of common stock and one warrant to
purchase common stock at $0.05 per share for four years. The warrant shares are
subject to our shareholders approving additional authorized shares. We raised
$250,000 from the sale of these units. Subsequent to September 30, 2002, we sold
an additional 3,500,000 shares of common stock to various accredited investors
and raised an additional $175,000.
CRITICAL ACCOUNTING POLICIES
In accordance with recent Securities and Exchange Commission guidance, the
material accounting policies that we believe are the most critical to an
investor's understanding of our financial results and condition and require
management's judgment are discussed below. As a technology company, we believe
our critical accounting policies are those that deal with the value of
technology rights.
Impairment or Disposal of Long-Lived Assets - We review our long-lived assets
and identifiable intangibles for impairment whenever events or changes in
circumstances indicate that the carrying amount of the asset may not be
recoverable. Our intangible assets are primarily our patents. If such assets
were considered to be impaired, the impairment to be recognized would be
measured by the amount by which the carrying amount of the assets exceeds the
fair market value of the assets.
We evaluate the recoverability of property and equipment and intangibles by
comparing the carrying amount of the asset or group of assets against the
estimated undiscounted future net cash flows expected to result from the use of
the asset or group of assets. If the undiscounted estimated cash flows are less
than the carrying value of the asset or group of assets being reviewed, an
impairment lost would be recorded. The loss would be measured based on the
estimated fair value of the asset or group of assets compared to carrying value.
The estimated fair value would be based on the best information available under
the circumstances, including prices for similar assets and the results of
valuation techniques, including the present value of expected future cash flows
using a discount rate commensurate with the risks involved.
40
RECENT ACCOUNTING PRONOUNCEMENTS
In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No.
145, "Rescission of FASB Statement No. 4, 44 and 64, Amendment of FASB Statement
No. 13, and Technical Corrections." SFAS No. 145 requires that gains and losses
from extinguishment of debt be classified as extraordinary items only if they
meet the criteria in Accounting Principles Board Opinion No. 30 ("Opinion No.
30"). Applying the provisions of Opinion No. 30 will distinguish transactions
that are part of an entity's recurring operations from those that are unusual
and infrequent that meets the criteria for classification as an extraordinary
item. The Company is required to adopt SFAS No. 145 no later than the first
quarter of fiscal 2003, although early adoption is allowed.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullified Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including certain costs incurred in a restructuring". SFAS No. 146 requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. These costs include lease, costs to
consolidate facilities or relocate employees, and certain termination benefits
provided to employees that are involuntarily terminated under the terms of a
one-time benefit arrangement. A fundamental conclusion reached by the FASB in
this statement is that an entity's commitment to a plan, by itself, does not
create a present obligation to others that meets the definition of a liability.
SFAS No. 146 also establishes that fair value is the objective for initial
measurement of the liability. The provisions of this statement are effective for
exit or disposal activities that are initiated after December 31, 2002, with
early application encouraged. The Company has not yet determined the impact of
SFAS No. 146 on its financial position and results of operations, if any.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT RISK
We do not have any derivative financial instruments as of September 30, 2002. As
a result, we believe that the market risk arising from holding of its financial
instruments is not material.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized, and reported within the time periods specified
in the rules and forms of the SEC. Based upon their evaluation of these controls
and procedures performed within 90 days of the filing date of this report, the
chief executive officer and the chief financial officer concluded that our
disclosure controls and procedures were adequate.
Changes in internal controls. We made no significant changes in our internal
controls or other factors that could significantly affect theses controls
subsequent to the date of the evaluation of those controls by the chief
executive officer and the chief financial officer.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
(a) Not applicable.
41
(b) The Series A 3% Convertible Preferred Stock is discussed in this report in
Part 1, Item 2, Management's Discussion and Analysis of Financial Condition and
Results of Operations under the section titled "February 2002 Securities
Purchase Agreement with Woodward." Additionally, the Articles of Amendment
regarding Series A 3% Convertible Preferred Stock was previously filed on a Form
8-K dated February 1, 2002 and filed with the SEC on March 1, 2002, and is
hereby incorporated herein by reference.
(c) During the second quarter 2002 we sold 5,000 shares of Series A 3%
Convertible Preferred Stock to Woodward to support ongoing operations and
corporate development. This transaction is discussed in detail in this report in
Part 1, Item 2, Management's Discussion and Analysis of Financial Condition and
Results of Operations under the section titled "February 2002 Securities
Purchase Agreement with Woodward." Additionally, the Securities Purchase
Agreement with Woodward was previously filed on a Form 8-K dated February 1,
2002 and filed with the SEC on March 1, 2002, and is hereby incorporated herein
by reference. In addition, we issued 4,350,000 shares of common stock to
Woodward in partial satisfaction of the sixth and final repricing period
associated with a Repricing Rights Agreement and a Common Stock Purchase
Agreement with Woodward dated April 24, 2000. In addition, on June 2, 2002 we
issued 9,240 shares of common stock to various consultants for services rendered
to the Company. In the case of Woodward, the shares were issued pursuant to the
exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended (the Securities Act) and Rule 506 promulgated under the
Securities Act in a private transaction to a sophisticated and "accredited
investor" as that term is defined in Rule 501 promulgated under the Securities
Act and are restricted from transfer unless such transfer is registered under
the Securities Act or made pursuant to an exemption therefrom. In the case of
the issuances to consultants, the shares were issued pursuant to the exemption
from registration provided by Section 4(2) of the Securities Act in a private
transaction to sophisticated investors and are restricted from transfer unless
such transfer is registered under the Securities Act or made pursuant to an
exemption therefrom.
(d) Not applicable.
Item 3. Defaults Upon Senior Securities
The dividends accumulated on the Series A 3% Convertible Preferred Stock are
equal to $20,000 for the period ending June 30, 2002 and have been listed in the
financial as in arrears. These dividends accumulate and are not payable until
declared by the Company's Board of Directors or, at the option of the holder,
are payable in cash or shares of the Company's common stock upon conversion of
the Series A 3% Convertible Preferred Stock. Since a dividend has not been
declared by the Company's Board of Directors and no shares of Series A 3%
Convertible Preferred Stock have been converted to date, the Company is not yet
under any obligation to pay the $20,000 of accumulated dividends.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
On August 21, 2002, Todd J. Broms, a director and the President and Chief
Executive Officer of the Company, notified the Company of his resignation as
President and Chief Executive Officer and as a director of the Company. On the
same day, Don V. Hahnfeldt became the President and Chief Executive Officer on
an interim basis to facilitate the corporate restructuring process.
Item 6. Exhibits and Reports on Form 8-K
(a) The Exhibits listed in the attached Exhibit Index are filed herewith or
incorporated herein by reference, as indicated in therein.
(b) We filed six Current Reports on Form 8-K during the 3rd Quarter 2002 dated
as follows: 24 July, 2002 (filed with the SEC on August 6, 2002), 23 August,
2002 (filed with the SEC on August 26, 2002), 26 August, 2002 (filed with the
SEC on August 30, 2002), 9 September, 2002 (filed with the SEC on October 7,
2002), 24 September, 2002 (filed with the SEC on October 7, 2002), and 25
September, 2002 (filed with the SEC on October 7, 2002).
42
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
EUROTECH, LTD.
November 19, 2002 /s/ DON V. HAHNFELDT
- ----------------- -------------------------
Don V. Hahnfeldt, President and
Chief Executive Officer
November 19, 2002 /s/ DR. RANDOLPH A. GRAVES, JR.
- ----------------- -----------------------------------
Dr. Randolph A. Graves, Jr., Vice
President, Chief Financial
Officer, and Secretary
43
OFFICER CERTIFICATION
I, Don V. Hahnfeldt, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Eurotech, Ltd. (the
"Registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
November 19, 2002 /s/ Don V. Hahnfeldt, President and CEO
----------------- ---------------------------------------
Date Signature
44
OFFICER CERTIFICATION
I, Dr. Randolph A. Graves, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Eurotech, Ltd. (the
"Registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
November 19, 2002 /s/ Dr. Randolph A. Graves, Jr., CFO
----------------- ------------------------------------
Date Signature and Title
45
EUROTECH, LTD.
EXHIBIT INDEX
Location
Exhibit No. Description Reference
- ----------- ----------- ---------
2.1 Technology Transfer Agreement dated July 13, 2001, between
Eurotech, Ltd., and Trylon Metrics, Inc., 15
2.1.1 Amendment, dated October 3, 2001, to Technology Transfer
Agreement dated July 13, 2001, between Eurotech, Ltd., and
Trylon Metrics, Inc., 23
3.1.1 Articles of Incorporation of Eurotech, Ltd. and amendment
thereto 1
3.1.2 Articles of Amendment adopted June 20, 2000 and corresponding
Certificate of Amendment dated June 21, 2000 10
3.1.3 Articles of Amendment to the Articles of Incorporation to
state the terms of the Series A 3% Convertible Preferred Stock
dated February 1, 2002 20
3.2.1 Bylaws of Eurotech Ltd. 1
3.2.2 Amendment to Bylaws adopted February 23, 2000 to fix the
number of directors at 5. 9
3.2.3 Amendment to Bylaws adopted on August 27, 2001 to fix the
number of directors at 7. 23
4.1 Form of Common Stock certificate 1
10.1.1 License Agreement dated September 6, 1996 between Euro-Asian
Physical Society and ERBC Holding, Ltd. 1
10.1.2 Sub-License Agreement dated September 16, 1996 between
ERBC Holding, Ltd. and Eurotech, Ltd. 1
10.1.2.1 EKOR Agreement dated as of May 15, 2000 between Euro-Asian
Physical Society and Eurotech, Ltd. Modifying the EKOR license 12
10.1.3 Agreement dated January 28, 1997 between Eurotech, Ltd. and
Kurchatov Research Holdings, Ltd. 1
10.1.4 Memorandum of Intent among Chernobyl Nuclear Power Plant, I.V.
Kurchatov Institute, Ukrstroj and Eurotech, Ltd. 1
10.1.5 Agreement dated December 10, 1996 between Ukrstroj and
Chernobyl Nuclear 10.20.4 Power Plant (in past filings, this
agreement was identified as dated December 6, 1996 when in
fact the agreement is dated December 10, 1996) 1
10.1.6 Agreement dated December 11, 1996 among Ukrstroj, Eurotech,
Ltd. and Euro-Asian Physical Society 1
10.2.1 Technology Purchase Agreement between Eurotech, Ltd. and
Oleg L. Figovsky 2
46
10.2.2 Technology Purchase Agreement between Eurotech, Ltd. and
Oleg L. Figovsky 2
10.2.3 Technology Purchase Agreement between the Company and
Oleg L. Figovsky 2
10.2.4 Agreement dated February 27, 2000 between Eurotech, Ltd.
and Oleg L. Figovsky (acquisition of the rights to 49% of
net profits) 8
10.3 Preliminary EKOR (Component A)/Block Copolymer manufacturing
licensing agreement between Eurotech, Ltd. and NuSil Technology 9
10.4.1 Agency Contract dated May 19, 2000 between Eurotech, Ltd.
and McPhee Environmental Supply 10
10.4.2 McPhee Environmental Supply Cancellation dated March 14, 2001 12
10.5.1 Share Purchase Agreement dated June 29, 2000 between Zohar
Gendler and Eurotech, Ltd. (Rademate Ltd.) 10
10.5.2 Share Purchase Agreement dated June 29, 2000 between Technion
Entrepreneurial Incubator Co., Ltd. and Eurotech, Ltd.
(Rademate Ltd.) 10
10.5.3 Investment Agreement date July 23, 2000 between Sorbtech Ltd.
and Eurotech, Ltd. (in past filings, this agreement was
identified as "share purchase agreement" when in fact it is
titled "Investment Agreement") 10
10.5.4 Investment Agreement entered into in May, 2000 between
Amsil, Ltd. and Eurotech, Ltd. 10
10.6.1 Form of Agreement among Eurotech, Ltd., V. Rosenband and
C. Sokolinsky, and Ofek Le-Oleh Foundation 2
10.6.2 Equity Sharing Agreement between the Company, V. Rosenband
and C. Sokolinsky 2
10.6.3 Voting Agreement among Eurotech, Ltd., V. Rosenband and
C. Sokolinsky 2
10.7.1 Investment Agreement between Eurotech, Ltd. and Chemonol, Ltd. 2
10.7.2 Equity Sharing Agreement between the Company and Leonid
Shapovalov 2
10.7.3 Voting Agreement between Eurotech, Ltd. and Leonid Shapovalov 2
10.8.1 Agreement between Eurotech, Ltd. and Separator, Ltd. 2
10.8.2 Equity Sharing Agreement between Eurotech, Ltd. and Efim Broide 2
10.8.3 Voting Agreement between Eurotech, Ltd. and Efim Broide 2
10.9.1 Form of Agreement among Eurotech, Ltd., Ofek Le-Oleh
Foundation and Y. Kopit 2
10.9.2 Equity Sharing Agreement among Eurotech, Ltd., Y. Kopit
and V. Rosenband 2
47
10.9.3 Voting Agreement among Eurotech, Ltd., Y. Kopit and V.
Rosenband 2
10.10 Form of License Agreement between the Company and ERBC
Holdings, Ltd. 2
10.11.1 Cooperation Agreement between Eurotech, Ltd. and
Forschungszentrum Julich GmbH 2
10.11.2 Agreement among Eurotech, Ltd., Forschungszentrum Julich
and two other entities for the testing of EKOR in Germany 7
10.11.3 Letters of cancellation of German EKOR testing agreement 12
10.12.1 Convertible Debenture Purchase Agreement among Eurotech,
Ltd., JNC Opportunity Fund, Ltd. and Diversified Strategies
Fund, L.P. 2
10.12.2 Escrow Agreement among Eurotech, Ltd., JNC Opportunity Fund,
Ltd. and Diversified Strategies Fund, L.P. and Robinson,
Silverman, Pearce, Aronsohn & Berman, LLP 2
10.2.3 Registration rights Agreement among Eurotech, Ltd., JNC
Opportunity Fund, Ltd. and Diversified Strategies Fund, L.P. 2
10.12.4 Form of 8% Convertible Debenture Due November 27, 2000 issued
by Eurotech, Ltd. to JNC Opportunity Fund, Ltd. 2
10.12.5 Form of 8% Convertible Debenture Due November 27, 2000 issued
by Eurotech, Ltd. to Diversified Strategies Fund, L.P. 2
10.12.6 Warrant No. 1 issued by Eurotech, Ltd. to JNC Opportunity
Fund, Ltd. 2
10.12.7 Warrant No. 2 issued by Eurotech, Ltd. to Diversified
Strategies Fund, L.P. 2
10.12.8 Warrant No. 3 issued by Eurotech, Ltd. to Diversified
Strategies Fund, L.P. 2
10.13.1 Convertible Debenture Purchase Agreement between Eurotech,
Ltd. and JNC Opportunity Fund, Ltd. 2
10.13.2 Escrow Agreement among Eurotech, Ltd., JNC Opportunity Fund,
Ltd. and Robinson, Silverman, Pearce, Aronsohn and Berman, LLP 2
10.13.3 Registration Rights Agreement between Eurotech, Ltd. and JNC
Opportunity Fund Ltd. 2
10.13.4 Form of 8% Convertible Debenture Due February 23, 2001 issued
by Eurotech, Ltd. to JNC Opportunity Fund, Ltd. 2
10.13.5 Warrant No. 3 issued by Eurotech, Ltd. to JNC Opportunity Fund
Ltd. 2
10.14.1 Debenture Purchase Agreement between Eurotech, Ltd and JNC
Strategic Fund Ltd. 2
10.14.2 Form of 8% Convertible Debenture No.1 Due July 20, 2001 issued
by Eurotech, Ltd. to JNC Strategic Fund Ltd. 3
48
10.14.3 Form of 8% Convertible Debenture No.2 Due February 23, 2001
issued by Eurotech, Ltd. to JNC Opportunity Fund, Ltd. 3
10.14.4 Warrant No. 4 issued by Eurotech, Ltd. to JNC Strategic Fund
Ltd. 3
10.14.5 Registration Rights Agreement issued by Eurotech, Ltd. to
JNC Strategic Fund Ltd. 3
10.14.6 Amended and Revised 8% Convertible Debenture No. 1 Due
February 23, 2001 issued by Eurotech, Ltd. to JNC
Opportunity Fund, Ltd. 3
10.14.7 Amended and Revised 8% Convertible Debenture No. 2 Due July
20, 2001 issued by Eurotech, Ltd. to JNC Strategic Fund Ltd. 3
10.14.8 Amended and Revised 8% Convertible Debenture No. 13 Due
November 27, 2000 issued by Eurotech, Ltd. to JNC Opportunity
Fund, Ltd. 3
10.14.9 Amended and Revised 8% Convertible Debenture No.14 due
November 27, 2000 issued by Eurotech, Ltd. to Diversified
Strategies Fund, L.P. 3
10.14.10 Agreement dated February 25, 2000 regarding conversion price 8
10.14.11 Agreement dated February 21, 2001 regarding extension of
maturity 12
10.15.1 Agreement between Eurotech, Ltd. and David Wilkes 3
10.15.2 Secured Promissory Note issued by Eurotech, Ltd. to JNC
Strategic Fund Ltd. 3
10.15.3 Secured Promissory Note issued by Eurotech, Ltd. to David
Wilkes 3
10.15.4 Secured Promissory Note issued by Eurotech, Ltd. to David
Wilkes 3
10.15.5 Escrow Agreement among the Company, JNC Strategic Fund Ltd.
and Encore Capital Management, L.L.C. 3
10.15.6 Security Agreement by Eurotech, Ltd. in favor of JNC Strategic
Fund Ltd. and David Wilkes 3
10.15.7 Warrant issued by Eurotech, Ltd. to JNC Strategic Fund Ltd. 3
10.15.8 Warrant issued by the Company to David Wilkes 4
10.15.9 Form of 8% Convertible Debenture Due Three Years from Original
Issue Date issued by Eurotech, Ltd. to JNC Strategic Fund Ltd. 4
10.15.10 Employment Agreement between Eurotech, Ltd. and Frank Fawcett 4
10.15.10 Disengagement Agreement between Eurotech, Ltd. and Frank Fawcett 7
10.16.1 Employment Agreement between Eurotech, Ltd. and Don V. Hahnfeldt 4
10.16.2 Revised employment agreement between Eurotech, Ltd. and Don V.
Hahnfeldt 7
10.17 Agreement dated September 9, 1999 between Eurotech, Ltd. and
Peter Gulko (acquisition of KRHL shares) 5
49
10.18.1 Agreement dated as of November 30, 1999 between Eurotech, Ltd.
and Kurchatov Research Holdings, Ltd. 7
10.18.2 Agreement dated June 20, 2000 between Eurotech, Ltd. and
Advanced Technology Industries, Inc. (formerly Kurchatov
Research Holdings, Ltd.) 10
10.19 Agreement dated as of December 15, 1999 between Eurotech, Ltd.
and Spinneret Financial Systems, Inc. 7
10.20.1 Common Stock Purchase Agreement dated December 31, 1999 between
Eurotech, Ltd. and Woodward LLC 7
10.20.2 Warrant issued by Eurotech, Ltd. to Woodward LLC on December 31,
1999 7
10.20.3 Registration Rights Agreement dated December 31, 1999 between
Eurotech, Ltd. and Woodward LLC 7
10.20.1 Commitment Agreement ($22,000,000) between Eurotech, Ltd. and
Woodward LLC 7
10.20.5 Escrow Agreement dated December 31, 1999 among Eurotech, Ltd.,
Woodward LLC and Krieger & Prager 7
10.20.6 Common Stock Purchase Agreement dated as of March 1, 2000
between Eurotech, Ltd. and Woodward LLC 9
10.20.7 Common Stock Purchase Agreement dated as of April 24, 2000
between Eurotech, Ltd. and Woodward LLC 10
10.20.8 Registration Rights Agreement dated as of April 17, 2000
between Eurotech, Ltd. and Woodward LLC 10
10.20.9 Warrant issued by Eurotech, Ltd. to Woodward LLC on June 22,
2000 10
10.20.10 Amendment Agreement dated June 29, 2000 between Eurotech, Ltd.
and Woodward LLC, amending April 24, 2000 Common Stock Purchase
Agreement and Registration Rights Agreement and December 31,
2000 Commitment Agreement 10
10.20.11 Amendment Agreement dated September 28, 2000 between Eurotech,
Ltd. and Woodward LLC, amending March 1, 2000 Common Stock
Purchase Agreement 11
10.20.12 Modification Agreement dated as of February 28, 2001, amending
March 1 and April 24, 2000 Common Stock Purchase Agreements 12
10.20.13 Common Stock Purchase Agreement as of March 30, 2001 between
Eurotech, Ltd. and Woodward LLC 13
10.20.14 Registration Rights Agreement dated as of March 30, 2001
between Eurotech, Ltd. and Woodward LLC 13
10.20.15 Modification Agreement dated as of May 18, 2001, amending
March 1, 2000, April 24, 2000, and March 30, 2001 Common Stock
Purchase Agreements 14
50
10.20.16 Securities Purchase Agreement as of February 1, 2002 between
Eurotech, Ltd. and Woodward LLC 20
10.20.17 Repricing Rights Agreement dated as of February 1, 2002 between
Eurotech, Ltd. and Woodward LLC 20
10.20.18 Registration Rights Agreement dated as of February 1, 2002
between Eurotech, Ltd. and Woodward LLC 20
10.20.19 Letter Agreement dated December 28, 2001 between Eurotech,
Ltd. and Woodward LLC 20
10.20.21 Private Equity Agreement dated February 22, 2002, between
Eurotech, Ltd. and Jenks & Kirkland, Ltd 21
10.20.22 Registration Rights Agreement dated as of February 22, 2002
between Eurotech, Ltd. and Jenks & Kirkland, Ltd. 21
10.20.23 Restated Amendment To Repricing Rights Agreement And Securities
Purchase Agreement dated as of May 7, 2002 between Eurotech,
Ltd. and Woodward LLC 24
10.21 Technology Acquisition and Development Agreement related to
Cypto.Com, Inc. 9
10.22.1 Investment Banking Consulting Agreement dated January 15, 2001
between Eurotech, Ltd. and Adolph Komorsky Investments, together
with addendum thereto 12
10.22.2 Cancellation of Investment Banking Consulting Agreement dated
March 30, 2001 between Eurotech, Ltd. and Adolph Komorsky
Investments 13
10.23.1 Consulting Agreement as of January 18, 2001 between Eurotech,
Ltd. and Davis Manafort, Inc. 13
10.23.2 Second Consulting Agreement dated April 25, 2001 between
Eurotech, Ltd. and Davis Manafort, Inc. 13
10.24 Consulting Agreement dated April 25, 2001 between Eurotech,
Ltd. and Harborstone Financial Group, Inc. 13
10.25 Consulting Agreement dated March 23, 2001 between Eurotech,
Ltd. and Robert Tarini/ip Partners 13
10.26 Consulting Agreement dated October 22, 2001 between Eurotech,
Ltd. and Race Rock Design Partners 18
10.27 Employment Agreement between Eurotech, Ltd. and Todd J. Broms
dated February 28, 2002 23
10.27.1 Stock Option Grant for Broms Holding LCC dated February 28,
2002 23
10.27.2 Employment Agreement between Eurotech, Ltd. and Don V.
Hahnfeldt dated February 28, 2002 23
10.27.3 Stock Option Grant for Don V. Hahnfeldt dated February 28, 2002 23
51
10.27.4 Consultant Agreement between Eurotech, Ltd. and Verdi
Consultants, Inc. dated February 28, 2002 23
10.27.5 Stock Option Grant for Verdi Consultants, Inc. dated
February 28, 2002 23
10.27.6 Lease Agreement between SMII FAIRFAX, LLC and Eurotech, Ltd
dated August 30, 2000 23
10.27.7 Consultant Agreement between Eurotech, Ltd. and EB Associates,
LLC dated April 29, 2002 24
10.27.8 Stock Option Grant for EB Associates, LLC dated April 29, 2002 24
10.27.9 Technology Development Agreement between Eurotech, Ltd. and
ipPartners, Inc. dated as of July 24, 2002 27
10.27.10 Acknowledgment and Release Agreement by and between Eurotech,
Ltd, Trylon Metrics, Inc., and ipPartners, Inc. dated as of
July 24, 2002 27
10.27.11 Letter Agreement between Eurotech, Ltd. and Trylon Metrics,
Inc. dated as of July 24, 2002 27
10.27.12 Letter Agreement by and between Eurotech, Ltd., ipPartners,
Inc. and Robert Tarini, individually dated as of July 24, 2002 27
10.27.13 Joint Escrow Instructions Agreement dated July 30, 2002 27
10.27.14 Letter Agreement between Eurotech, Ltd. and Woodward LLC
Suspending Certain Obligations of the Company Pending
Negotiations of Definitive Restructuring Agreement *
10.27.15 Letter Agreement between Eurotech, Ltd. and Spinneret
Financial Services Terminating Spinneret's Fees *
10.28 Joint Technology Development Agreement between Eurotech, Ltd.
and Lostor Ror A/S dated as of September 24, 2002 32
16.1 Letter dated September 10, 2002, from Grassi & Co. CPA's, P.C. to
the Securities and Exchange Commission regarding change in
certifying accountants. 31
99.1 News Release - EUROTECH, Ltd. Acquires Sub-Surface Remote
Sensing Technology Trylon Metrics 3D Electromagnetic
Radiography(TM) and Acoustic Core(TM) Technologies Complement
Eurotech's EKOR Nuclear Remediation Product 15
99.2 Investment Agreement dated October 2, 2001 between Eurotech,
Ltd. and Jenks & Kirkland, Ltd 16
99.3 Letter to Shareholders from Chairman and President/CEO dated
November 9, 2001 17
99.4 Press Release, dated November 12, 2001 17
99.5 Update Letter to Shareholders from Chairman, dated November
12, 2001 17
99.6 Agreement between Etelix, U.S. ("Etelix") and Crypto.Com
("Crypto") made this 30th day of December, 2001 19
99.7 Modification and Conversion of $3,000,000 Principal Amount
8% Convertible Debentures of Eurotech, Ltd., due February 23,
2002 dated January 9, 2002 19
52
99.8 Eurotech, Ltd. Press Release dated March 1, 2002 announcing
appointment of Todd J. Broms as President and Chief Executive
Officer 21
99.9 Eurotech, Ltd. Press Release dated March 5, 2002 announcing
financing commitment from Jenks & Kirkland, Ltd. 21
99.10 Transcript of Prepared Speech to be presented at the Annual
Meeting of the Company's Shareholders on March 29, 2002 22
99.11 News Release - Eurotech's CEO, Todd J. Broms, Announces The
Engagement of EB Associates, LLC as Senior Financial Advisor,
Office of the President 24
99.12 News Release - Todd J. Broms, Eurotech's CEO, Issues Shareholder
Update; Company Initiates On-Going Strategic Review of Its
Portfolio of Technology Assets 25
99.13 News Release - Todd J. Broms, Eurotech's CEO, Issues Shareholder
Update; Eurotech Continues Corporate and Financial Restructuring
Initiatives 26
99.14 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002 - Mr.
Todd J. Broms, President and Chief Executive Officer *
99.15 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002 -
Dr. Randolph A. Graves, Chief Financial Officer and Vice
President *
99.16 News Release - Todd J. Broms, Eurotech's CEO, Issues Shareholder
Update; Eurotech Continues Corporate and Financial Restructuring
Initiatives 29
99.17 The American Stock Exchange Letter dated August 26, 2002 30
99.18 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002 -
Mr. Don V. Hahnfeldt, President and Chief Executive Officer *
99.19 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002 -
Dr. Randolph A. Graves, Chief Financial Officer and Vice
President *
(for Legend, see next page)
53
Legend:
- -------
* Filed as an Exhibit to the current filing
1 Incorporated by reference to such Exhibit filed with our registration
statement on Form 10 on file with the SEC, file number 000-22129
2 Incorporated by reference to such Exhibit filed with Pre-Effective
Amendment No. 2 to our registration statement on Form S-1, File No.
333-26673, on file with the SEC
3 Incorporated by reference to such Exhibit filed with our current report
on Form 8-K dated August 3, 1998, on file with the SEC as of August 25,
1998
4 Incorporated by reference to such Exhibit filed with Post-Effective
Amendment No. 1 to our registration statement on Form S-1, File No.
333-26673, on file with the SEC
5 Incorporated by reference to such Exhibit filed by Peter Gulko with his
Statement on Schedule 13D
6 Incorporated by reference to such Exhibit filed with our current report
on Form 8-K as of November 30, 1999, on file with the SEC
7 Incorporated by reference to such Exhibit filed with Post-Effective
Amendment No. 2 to our registration statement on Form S-1, File No.
333-26673, on file with the SEC
8 Incorporated by reference to such Exhibit filed with our annual report
on Form 10-K for the year ended December 31, 1999, on file with the SEC
9 Incorporated by reference to such Exhibit filed with our quarterly
report on Form 10-Q for the quarter ended March 31, 2000, on file with
the SEC
10 Incorporated by reference to such Exhibit filed with our quarterly
report on Form 10-Q for the quarter ended June 30, 2000, on file with
the SEC
11 Incorporated by reference to such Exhibit filed with our quarterly
report on Form 10-Q for the quarter ended September 30, 2000, on file
with the SEC
12 Incorporated by reference to such Exhibit filed with our annual report
on Form 10-K for the year ended December 31, 2000, on file with the SEC
13 Incorporated by reference to such Exhibit filed with our quarterly
report on Form 10-Q for the quarter ended March 31, 2001, on file with
the SEC
14 Incorporated by reference to such Exhibit filed with our quarterly
report on Form 10-Q for the quarter ended June 30, 2001, on file with
the SEC
15 Incorporated by reference to such Exhibit filed on Form 8-K as of
October 5, 2001, on file with the SEC
16 Incorporated by reference to such Exhibit filed on Form 8-K as of
October 11, 2001, on file with the SEC
17 Incorporated by reference to such Exhibit filed on Form 8-K as of
November 13, 2001, on file with the SEC
18 Incorporated by reference to such Exhibit filed with our quarterly
report on Form 10-Q for the quarter ended September 30, 2001, on file
with the SEC
54
19 Incorporated by reference to such Exhibit filed on Form 8-K as of
December 30, 2001 (filed with the SEC on January 25, 2002)
20 Incorporated by reference to such Exhibit filed on Form 8-K as of
February 1, 2002 (filed with the SEC on March 1, 2002)
21 Incorporated by reference to such Exhibit filed on Form 8-K as of
February 22, 2002 (as filed with the SEC on March 5, 2002)
22 Incorporated by reference to such Exhibit filed on Form 8-K as of March
29, 2002 (filed with the SEC on the same date)
23 Incorporated by reference to such Exhibit filed with our annual report
on Form 10-K for the year ended December 31, 2001, on file with the SEC
24 Incorporated by reference to such Exhibit filed with our annual report
on Form 10-Q for the year ended March 31, 2002, on file with the SEC
25 Incorporated by reference to such Exhibit filed on Form 8-K as of May
17, 2002 (filed with the SEC on the same date)
26 Incorporated by reference to such Exhibit filed on Form 8-K as of June
13, 2002 (filed with the SEC on June 17, 2002)
27 Incorporated by reference to such Exhibit filed on Form 8-K as of 24
July, 2002 (filed with the SEC on August 6, 2002)
28 Incorporated by reference to such Exhibit filed with our quarterly
report on Form 10-Q for the year ended June 30, 2002, on file with the
SEC
29 Incorporated by reference to such Exhibit filed on Form 8-K as of 23
August, 2002 (filed with the SEC on August 26, 2002)
30 Incorporated by reference to such Exhibit filed on Form 8-K as of 26
August, 2002 (filed with the SEC on August 30, 2002)
31 Incorporated by reference to such Exhibit filed on Form 8-K/A as of 9
September, 2002 (filed with the SEC on October 7, 2002)
32 Incorporated by reference to such Exhibit filed on Form 8-K as of 24
September, 2002 (filed with the SEC on October 7, 2002)
33 Incorporated by reference to such Exhibit filed on Form 8-K as of 25
September, 2002 (filed with the SEC on October 7, 2002)
55