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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Mark One
--------
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended:_______________
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from: NOVEMBER 1, 1999 TO DECEMBER 31, 1999
Commission File Number: 0-24852
EVERCEL, INC.
(Exact Name of Registrant as Specified in Its Charter)
------------------------------
DELAWARE 06-1528142
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification Number)
Organization)
2 LEE MAC AVENUE
DANBURY, CONNECTICUT 06810
(203) 825-3900
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
------------------------------
ROBERT L. KANODE, PRESIDENT AND CHIEF EXECUTIVE OFFICER
EVERCEL, INC.
2 LEE MAC AVENUE
DANBURY, CONNECTICUT 06810
(203) 825-3900
(Name, Address Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
[ ]
The aggregate market value of voting stock held by non-affiliates of the
registrant was approximately $108,679,220, which is based on the closing price
of $26.00 on March 26, 2000. On March 26, 2000 there were 5,733,258 shares of
Common Stock of the registrant issued and outstanding.
2
EVERCEL, INC.
INDEX
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Page
Description Number
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PART I
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Item 1 Business 4
Item 2 Properties 25
Item 3 Legal Proceedings 25
Item 4 Submission of Matters to a Vote of Security Holders 25
PART II
- -------
Item 5 Market for the Registrant's Common Equity
and Related Stockholder Matters 26
Item 6 Selected Financial Data 27
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations 28
Item 7A Quantitative and Qualitative Disclosures about Market Risk 32
Item 8 Financial Statements and Supplementary Data 32
Item 9 Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure 32
PART III
- --------
Item 10 Directors and Executive Officers of the Registrant 33
Item 11 Executive Compensation 36
Item 12 Security Ownership of Certain Beneficial Owners and Management 38
Item 13 Certain Relationships and Related Transactions 41
PART IV
- -------
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K 42
Signatures 45
3
FORWARD-LOOKING STATEMENT DISCLAIMER
When used in this Report, the words "expects", "anticipates", "estimates",
"should", "will", "could", "would", "may", and similar expressions are intended
to identify forward-looking statements. Such statements include statements
relating to the Evercel's continued development and commercialization schedule
for its patented nickel-zinc ("Ni-Zn") rechargeable battery technology and its
joint venture partners, expansion plans, licensing opportunities, the expected
cost competitiveness of its technology, and the timing and availability of
products under development. These and other forward-looking statements contained
in this Report are subject to risks and uncertainties, known and unknown, that
could cause actual results to differ materially from those forward-looking
statements, including, without limitation, general risks associated with product
development and introduction, changes in worldwide environmental laws and
policies, potential volatility of material costs, government appropriations,
rapid technological change, and competition, as well as other risks. The
forward-looking statements contained herein speak only as of the date of this
Report. Evercel Inc. (the "Company") expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any such statement
to reflect any change in the Company's expectations or any change in events,
conditions or circumstances on which any such statement is based.
PART I
ITEM 1. BUSINESS
OVERVIEW
We have developed the first rechargeable nickel-zinc battery with
commercially acceptable cycle life. We are introducing this product to domestic
and international markets. We believe that our patented, independently tested
and proven technology is superior to the competing battery technologies in our
target markets. During 2000, we intend to manufacture and sell our rechargeable
batteries principally in two premium markets:
o The scooter market, with 1999 estimated worldwide sales of
6,000,000 new gas and electric powered scooters; and
o The electric trolling motor market, primarily focused on
sportfishing boats, with 1999 estimated sales of 3,000,000
batteries.
We are producing smaller batteries for the scooter market through our
Chinese joint venture, the Xiamen Three Circles-ERC Battery Corp., Ltd. (the
"Joint Venture") in Xiamen, People's Republic of China ("PRC"). We intend to
produce larger batteries in the United States for use with trolling motors. The
Joint Venture has received its first commercial order from an unaffiliated
scooter manufacturer to supply batteries for 1,500 scooters. We expect the Joint
Venture to begin shipping these batteries during the second quarter of 2000.
We are focusing our marketing efforts on specialty applications where
our technology has significant competitive advantages and where the channels of
distribution are relatively narrow, such as the scooter and the trolling motor
market. During our initial product launch of our scooter batteries, we believe
that the Joint Venture will effectively and quickly generate high volume sales
to scooter manufacturers in geographically diverse markets.
4
We believe our batteries have a variety of other applications. We have
developed and are prepared to market batteries for lawn equipment. We are
currently developing batteries for neighborhood electric vehicles and electric
bicycles. In addition, we intend to develop batteries for additional
applications, such as uninterruptible power supplies, which use both nickel-zinc
and alternative chemistries.
OUR PRODUCTS
Our proprietary nickel-zinc rechargeable battery is the result of over
30 years of research and a substantial investment in the development of advanced
battery technologies. We believe that our technology resulting from this
investment has created significant barriers for competition to enter the market.
Our manufacturing process and patented technology allow us to produce batteries
with the following unique combination of characteristics:
o High specific energy and specific power content relative to the
weight of the battery;
o Sustained performance at high depths of discharge over the life of
the battery;
o Low material costs;
o Maintenance free, sealed unit construction; and
o Recyclable and environmentally acceptable for landfill disposal.
These characteristics combine to result in a high-power, low-weight,
low-maintenance battery with a lower lifetime cost when compared to other
technologies in our target markets.
VERIFICATION OF OUR TECHNOLOGY
From June 1999 to February 2000, JBI Corporation, an internationally
recognized independent testing laboratory, conducted a discharge test on two of
our batteries under controlled conditions. JBI repeatedly discharged 80% of the
full energy of our batteries. At the conclusion of the test in February 2000,
our batteries had run for over 500 cycles and the batteries' capacity remained
at over 80% of the original strength. Each cycle is one discharge and one
charge. We believe that this independent test result is evidence of our success
in developing the first commercially viable nickel-zinc battery.
During 1999, the Nan Ya Plastics Division of Formosa Plastics
Corporation conducted an internal test program for our nickel-zinc battery. The
objective of its testing was to confirm our claims of performance and cycle
life. The testing was considered successful by Nan Ya in December 1999 with over
600 cycles completed at an 80% depth of discharge.
In late 1999, the Nan Ya Plastics Division submitted one of our
batteries to the Taiwan Government Laboratory for testing in accordance with the
Government of Taiwan Incentive Standard for Electric Scooters. This test
simulates a severe driving environment for a scooter. The results of this test,
completed in December 1999, showed that our battery in simulation exceeded
14,000 kilometers while the closest competitor traveled only 4,000 kilometers.
As a result, scooter manufacturers installing our battery will receive the
highest subsidy allowed under Taiwan government regulations for the year 2000.
5
Currently, additional testing of our batteries is being conducted by
potential customers and other independent sources.
MARKET OPPORTUNITY
In most deep discharge applications where the battery functions as the
primary power source, we believe our nickel-zinc batteries will offer superior
performance and lower lifetime cost than any other battery chemistries.
THE SCOOTER MARKET
The scooter market consisted in 1999 of estimated worldwide sales of
6,000,000 new gas and electric-powered scooters. The scooter market primarily
exists in the PRC, Southeast Asia, Japan and Europe. Of these sales of new
scooters, we estimate that approximately 5% of these scooters were electric
powered. The scooters which will initially use our technology will require a
battery which will be priced at approximately $900. Within the scooter market,
we expect that the overwhelming majority of our sales will be direct sales to
scooter manufacturers, with a small aftermarket for battery sales directly to
consumers.
The scooter market is a good fit for our technology because of the
particular characteristics of our batteries. Electric scooters require a power
source capable of providing adequate acceleration and load carrying through high
energy content at a low weight. Our technology enables scooter manufacturers to
incorporate a high energy power source relative to the weight of the battery.
The deep cycle capability of our technology provides significantly longer total
range than lower cost technologies. We believe the cost of ownership of our
battery over its entire life is less than other available technologies.
We believe that the electric scooter market is expanding due to global
pollution concerns, increasing gasoline prices and restrictions on noise
pollution. For example, the government of Taiwan has mandated that a minimum of
2% of all new scooters produced be electric. Additionally, the Italian
government has provided for subsidies at the local and national level and has
initiated inner city travel restrictions for gas powered engines.
THE TROLLING MOTOR MARKET
The electric trolling motor market exists almost exclusively in the
United States and specifically within the sportfishing industry. This market
included estimated sales in 1999 of 3,000,000 lead acid batteries priced at $100
to $300.
We expect that our trolling motor batteries will be priced at $600. Our
batteries will require a high-performance charger costing an additional $100 to
$300. In addition, we intend to offer a warranty which is superior to existing
warranties for trolling motor batteries.
Direct consumer sales make up 99% of the total trolling motor market
and therefore, we expect that our initial sales of trolling motor batteries will
be direct to the sportfisherman. In addition, we are working on building
relationships with premium boat manufacturers and expect that our market will
expand to include wholesale revenues. We believe, that due to the popularity of
sport fishing, consumers are willing to spend in excess of $600 for a premium
trolling motor battery which will facilitate longer fishing and lower
maintenance costs. Our technology provides a deep discharge cycle life which
extends the total hours of trolling. Other advanced technologies such as
lithium-ion and nickel-metal hydide are
6
not practical in this market due to their cost. Our maintenance-free design and
fast-charge capability also increase the value of our battery.
FUTURE MARKETS
Our technology lends itself to many other applications. We believe the
electric bicycle market, the majority of which is in the PRC and Japan, will
benefit from our technology. The same strengths that make the scooter market
accessible to our battery apply also to the electric bicycle market. We believe
that over 40 million bicycles are produced annually in the PRC, and a small
percentage of those are expected to be electric. Other potential applications
include lawn equipment, low speed neighborhood vehicles and wheelchairs, the
general marine market (outside the trolling market) and uninterruptible power
supplies. Each of these markets varies in size from a few thousand units
annually for neighborhood electric vehicles to the $1.8 billion annual market
for uninterruptible power supplies. Our technology will be able to address
specialized segments of these markets well.
We expect to develop our technology to expand into additional markets
as opportunities arise. Certain states, including Arizona and Colorado, are
strengthening environmental laws and granting consumer rebates for purchasing
electric vehicles, and we expect this trend to continue. As the market for mass
produced electric vehicles grows in the United States, we believe that we are
well positioned to be a major participant in this market.
BUSINESS STRATEGY
Our goal is to commercially introduce our battery technology to the
motive power market on a large scale. We intend to accomplish this by
penetrating the premium market segments particularly suited for our current
products and, in particular, the scooter and trolling motor markets. We intend
to reach this goal by leveraging our strengths to achieve the following specific
benchmarks:
o Establish Evercel as a premium brand name in the motive power and
rechargeable battery markets;
o Create a manufacturing and distribution network capable of
producing and shipping our products globally;
o Sell scooter batteries directly to equipment manufacturers;
o Sell trolling motor batteries initially to the consumer to build
brand awareness and then to premium boat manufacturers;
o Continue to form strategic alliances such as joint ventures and
licensing relationships;
o License our technology to third parties in applications which are
not part of our core businesses; and
o Maintain our technical leadership and our technological market edge
through continued research and development of nickel-zinc batteries
as well as alternative battery chemistries.
We believe that we can achieve these benchmarks by leveraging three
core strengths of Evercel: our technology, relationships and management.
7
TECHNOLOGY
Through our focus on technical innovation in battery chemistry, we
believe we have created proprietary products that are particularly well suited
for our target markets. By modifying the preexisting technology relating to
nickel-zinc batteries, we have developed and patented unique technologies that
will permit scalable, high volume manufacture of our rechargeable batteries
which. We believe our batteries have longer cycle life, are lighter in weight
and lower in cost than comparable batteries currently available in our target
markets. Despite the fact that the basic characteristics of nickel-zinc
technology have been known for many years, our patents and proprietary
production process create a significant barrier of entry for potential
competition in our chosen market. Our batteries also have the additional
advantage of lower environmental impact compared to lead-acid or nickel-cadmium
batteries.
RELATIONSHIPS
We believe that one of our greatest strengths lies in our relationships
and strategic alliances. To successfully commercialize our nickel-zinc
technology, we intend to pursue a range of battery markets whose performance
requirements match the attributes of our nickel-zinc batteries. However, since
these markets have diverse technical and manufacturing specifications driven by
differing applications, we will continue to rely on our relationships with our
industry partners.
In addition to the Joint Venture, we have created ties and licensing
arrangements with Formosa Plastics, one of the largest manufacturing companies
in Southeast Asia. We have also signed endorsement contracts with five
well-known bass fishing professionals in the United States who regularly appear
on television, both in competition and in instructional sportfishing programs.
We expect that these endorsements will generate support for our products in the
trolling motor market. Finally, we intend to continue to enter into joint
venture agreements and license our technology to companies with established
manufacturing or distribution capabilities in specific markets.
MANAGEMENT
Collectively, our management has over 80 years of experience in the
battery, electrochemical and consumer electronics industries. This experience
includes decades of research and development in batteries and consumer
electronics and the successful rollout of both power source and consumer
products. Our management has a proven track record of designing and constructing
domestic and foreign manufacturing facilities capable of scalable production of
consumer and technical products and then successfully marketing those products
on a global basis.
HISTORY OF EVERCEL AND OUR TECHNOLOGY
Our products are the culmination of decades of research in nickel-zinc
battery technology. The rechargeable nickel-zinc battery was first patented in
1923, but until now the technology has never been commercially viable. During
the early 1980's, extensive research and development efforts by other
researchers to develop a nickel-zinc battery were not successful due to
unacceptably short battery cycle life caused by dendrite formation and the
solubility of the zinc electrode.
We solved the short cycle life problem with our proprietary cell
consisting of layers of positive (nickel) electrodes and negative (zinc)
electrodes separated by both electrolyte absorptive layers and microporous
separator layers. By sealing the battery cell and reducing the solubility of the
zinc electrode, we have increased the cycle life of our batteries to
commercially viable levels. This is evidenced by independent tests that have
achieved more than 500 cycles per battery under deep discharge test standards.
We believe that the average user will realize superior cycle life performance
under normal
8
operating conditions. Our patents reflect the methods we use to reduce the
solubility, as well as the construction features of our sealed cell technology.
Evercel operated as the battery business group of FuelCell Energy Inc.
("FuelCell"), formerly Energy Research Corporation, between 1970 and 1999.
FuelCell's main business was the development of carbonate fuel cells, which were
designed for stationary power systems. In February 1999, FuelCell made a
tax-free distribution of our stock to its shareholders, which resulted in our
current structure as an independent, publicly held company.
While we were part of Energy Research Corporation, we focused primarily
on the development and engineering of electricity production and storage by
electrochemical means. Prior to becoming independent, our product sales
emphasized high performance battery cells for the submarine, aerospace and
military markets where application needs and engineering excellence outweighed
the concerns of cost. We pursued several battery technologies, including
silver-zinc, nickel-cadmium, and nickel-zinc. During the mid-1970's to early
1980's, we manufactured high energy density silver-zinc batteries for submarines
and submersibles for both main propulsion and auxiliary power. During the
1980's, we were contracted by the United States Navy to develop nickel-cadmium
batteries for nuclear submarines as well as the U.S. Department of Energy to
develop nickel-zinc batteries for electric vehicles. Historically, we relied on
corporate and government contracts for our revenue and as the source of internal
research and development funds.
We expect to continue working on improving the characteristics of our
nickel-zinc batteries and are pursuing research and development of other
rechargeable zinc battery technologies beyond our current nickel-zinc battery
technology.
COMPETITIVE BATTERY TECHNOLOGIES
There are two types of batteries, disposable and rechargeable
batteries. Our nickel-zinc batteries are rechargeable. Rechargeable batteries
can often be used in battery applications where disposable batteries are most
commonly employed. Disposable batteries are, in most cases, too costly for
widespread use in applications currently utilizing rechargeable batteries.
No one rechargeable battery system is ideal for all applications. There
are numerous performance variables that vary in importance by application.
Important variables in our markets include:
o Specific energy (energy capacity per unit weight);
o Specific power (how rapidly energy can be drawn from the battery
relative to its weight);
o Cycle life (which varies with discharge rate and depth of
discharge, response to ambient temperatures, rate of
self-discharge, charged and discharged shelf life, size, shape and
design);
o Energy density (energy capacity per unit volume); and
o Cost of materials per kilowatt hour.
We believe nickel-zinc technology is suitable for our target markets
because of its potential to compete well in several rechargeable battery
applications. The following chart illustrates the primary performance
characteristics by which batteries are judged in our target markets and compares
nickel-zinc to certain other competitive battery technologies:
9
BATTERY PERFORMANCE CHARACTERISTICS
NICKEL-
NICKEL- NICKEL- METAL LITHIUM-
ZINC LEAD-ACID CADMIUM HYDRIDE ION
---- --------- ------- ------- ---
SPECIFIC ENERGY (WH/KG) 35-65(1) 20-30(1) 20-40(1) 40-65(1) 90(1)
53(2)
SPECIFIC POWER (W/KG) 280(2) 200(4) 260(3) 190(3) Low(3)
CYCLE LIFE (NUMBER OF DEEP 600(2) 250(1)-1,000(3) 300-2,000(1) 300-600(1) 60-300(3)
DISCHARGE CYCLES)
ENERGY DENSITY (WH/L) 65-130(1) 40-80(1) 40-100(1) 105-185(1) 200(1)
85(2)
COST OF MATERIALS ($/KWH)(4) <= 250 <= 50 <= 300 <= 500 <= 800
- -----------------------
(1) HANDBOOK OF BATTERIES, Edited by D. Linden (Second Edition) McGraw-Hill
Publisher (1995).
(2) Nan Ya Test Report, dated December 1999, for 12-volt module (7-cell
battery).
(3) Battery Report on Power Sources (DSMA Battery Committee) (1997).
(4) Evercel estimates.
Our technology is well suited to our target markets due to the
combination of the characteristics listed in the table above. Specific energy
provides extra range or run-time given a realistic weight limit in a scooter or
boat. Specific power provides the necessary acceleration for the vehicle to meet
the expectations of the user or, in a marine application that does not require
acceleration, the ability of the trolling motor to pull reliably in heavy wind
or current. Energy density provides extra range or run time given a realistic
size and configuration in a scooter or boat.
In the scooter and trolling markets, the costs must be seen to be
justified by cycle life. Cycle life directly affects the economics of paying
more for a premium battery. Longer cycle life correlates to more miles in total
range for a scooter or more total hours of trolling over the life of the
battery. We expect that our battery will perform for at least five years when
usage is measured by average fishermen. We believe that lead-acid trolling
batteries require replacement annually. In the scooter market, the Taiwan
government has tested our battery against lead-acid batteries. The results of
these tests reflected that a scooter powered by our batteries traveled 3.5 times
longer than scooters powered by lead-acid batteries.
In addition to our nickel-zinc technology, the market for rechargeable
batteries consists of lead-acid, nickel-cadmium, nickel-metal hydride and
lithium-ion batteries.
o LEAD-ACID batteries are the most common rechargeable batteries and
are primarily used in automobile starting, uninterruptible power
supplies and motive power applications such as
10
golf carts and fork lifts. Although lead-acid is the lowest cost
rechargeable technology currently available, these batteries are
characterized by low cycle life and low energy density. In
addition, these batteries must be recycled and are harmful to the
environment.
o NICKEL-CADMIUM is the oldest commercialized rechargeable system in
the market, primarily used in power tools and uninterruptible power
supplies. Nickel-cadmium is considered the most powerful and robust
technology in the rechargeable battery marketplace. In the last
decade, nickel-cadmium has increasingly been the subject of
tightening environmental and workplace regulations and related
pressures for recycling and mandatory collection due to the
toxicity of cadmium as a principal component.
o NICKEL-METAL HYDRIDE technology, primarily used in portable
electronics, including mobile phones and computers, offers high
energy density relative to nickel-cadmium. Although the metal
hydride electrode is considered environmentally preferable to
cadmium, nickel-metal hydride cells and batteries typically carry a
cost premium that detracts from the appeal of this technology.
o LITHIUM-ION batteries, primarily used in portable electronics,
offer the highest energy density of all commercial rechargeable
technologies available today. On a weight basis, the technology
offers two to three times the energy content of nickel-cadmium and
offers higher voltage than nickel-metal hydride or nickel-cadmium
technologies. However, lithium-ion cells and batteries are expected
to continue to be more expensive than our nickel-zinc technology.
COMPETITION
Competition in our markets continues to be, and is expected to remain,
intense. Competitors range from development stage companies to major domestic
and international companies, many of which have resources significantly greater
than ours. Several of these companies are attempting to develop commercial
nickel-zinc batteries; however, we believe that their technology is less mature
than ours.
In our target scooter and trolling motor markets, we expect to compete
against suppliers of rechargeable lead-acid and, to a lesser extent,
nickel-cadmium and nickel-metal hydride batteries. We are competing on the basis
of battery performance and economics, as well as stability, safety and
environmental impact considerations.
The scooter market is dominated by gasoline powered, internal
combustion engines. However, electric, battery powered scooters are becoming
popular with regulators, manufacturers and consumers alike. Our largest
competitors in the battery market for scooters are Saft S.A. and Panasonic
Corporation.
The trolling motor battery market is supplied mainly by Delco Battery
and Johnson Controls, Inc., who are producing and distributing lead-acid
batteries. The major drawbacks of these batteries as compared to our nickel-zinc
batteries are power retention, cycle life and ability to charge quickly relative
to cycle life.
We intend to compete only in the specialized markets, where we believe
consumers are willing to pay a price premium for superior performance. Major
suppliers of these batteries include Johnson Controls, Inc. and Exide
Corporation. Several other battery manufacturers are attempting to develop and
market higher performance versions of lead-acid batteries. We believe it is
unlikely that those developments will match the performance of nickel-zinc
batteries.
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ENVIRONMENTAL IMPACT
Nickel-zinc batteries are more environmentally acceptable than other
commonly available rechargeable battery systems. Nickel-zinc batteries are
recyclable. In addition, nickel-zinc batteries contain no cadmium or mercury,
which are difficult to dispose of under current environmental regulation.
Although our nickel-zinc battery does contain a limited amount of lead in the
negative electrode, it has passed Environmental Protection Agency testing and is
approved for disposal in public landfills. In addition, we anticipate little
waste generation and no wastewater effluents due to our simple manufacturing
process. We use electrode materials in dough form that can be reprocessed and
reutilized, thereby producing low levels of waste. We also use solvent in the
electrode production process that can be reclaimed, purified and reintroduced
into the manufacturing process with low levels of waste. Lead-acid batteries,
our principal competitors, are harmful to the environment and must be recycled.
SALES AND MARKETING
Our sales and marketing organization is composed at present of a
domestic, U.S. based marketing staff and an independent sales and marketing
organization in the Joint Venture. We expect to hire additional staff during
2000 to support our expanding production capabilities.
We are focusing our general sales and marketing efforts in the
following areas:
o Generating direct sales to equipment manufacturers and distributors
in selected applications and geographical territories and launching
the trolling battery through a multi-channel approach directly to
consumers;
o Developing joint venture partnerships for manufacturing and
distribution in applications and territories where we believe
strategic partners can improve our sales revenues; and
o Licensing our technology and know-how to strategic partners in
applications for businesses other than our core applications, such
as consumer electronics.
In the scooter market we are primarily focused on marketing directly to
equipment manufacturers. We have contacted and briefed most of the major scooter
companies in Italy and Taiwan as well as several smaller manufacturers on the
advantages of our nickel-zinc batteries. We have conducted demonstrations, tests
and evaluations for several key manufacturers, some of which are ongoing, that
already have or may in the future lead to orders for our products.
With regard to the trolling motor market, we have engaged a team of
five top professional bass fishermen to endorse and represent our products in
this market. We expect to launch this product and commence sales in 2000. We
have purchased both print and television advertising, scheduled for distribution
in 2000, targeted specifically at the bass fishing market. We expect that this
effort will create a demand outside sportfishing in other marine related markets
based on word of mouth and cross-over advertising leakage. We expect that
telephone sales and sales through our web site will be the primary sales
channels in 2000. In 2001, we expect to approach a mass distribution partner to
further penetrate the equipment manufacturing market. We expect to distribute
our products through third party catalogs and outdoor and fishing stores in 2002
after we establish our volume production capability.
We expect to license our technology in situations where there is a
strong barrier to market entry, such as high capital cost, difficult political
environment, or unique market positioning. In these cases, we will ensure that
the licensee has sufficient motivation to aggressively pursue the implementation
and sale
12
of our technology in their market or technical niche. We will use quotas,
compensation for results and up-front payments to motivate our licensees to
actively pursue high volume sales.
PARTNERSHIPS, JOINT VENTURES AND LICENSES
We benefit from two primary strategic alliances:
o The Joint Venture; and
o The Nan Ya License Agreement.
In connection with our spin-off from FuelCell in 1999, we entered into
a license assistance agreement with FuelCell in which we agreed to fulfill
FuelCell's obligations under the Joint Venture and a related license agreement,
until FuelCell is able to transfer its rights under those agreements to us. In
return, FuelCell has agreed to transfer its rights to us and to pay us all sums
accruing to FuelCell. We and FuelCell have initiated a joint effort to obtain
the required transfer consents from the appropriate parties.
THE JOINT VENTURE
In July 1998, FuelCell entered into the Joint Venture Agreement with
Xiamen Three Circles Company, Ltd., a government-owned manufacturing company
located in Xiamen, PRC. The mission of the Joint Venture is the manufacture and
sale of nickel-zinc batteries based on our technology and the sublicensing of
that technology to third parties. FuelCell received a 50.5% ownership interest
in the Joint Venture and Xiamen Three Circles received a 49.5% ownership
interest. The Joint Venture is managed by a seven member board of directors,
four of whom are elected by us and three of whom are elected by Xiamen Three
Circles.
Under the Three Circles License Agreement, the Joint Venture made an
initial payment to FuelCell of $3.0 million, which FuelCell immediately
reinvested in the Joint Venture. We expect that Xiamen Three Circles Company,
Ltd. will also make a pro rata investment in the Joint Venture. As a result, we
expect the current ownership interests in the Joint Venture will not change. The
Joint Venture has contracted to pay FuelCell, who is obligated to pay us, a
royalty of 2.67% of the net sales of nickel-zinc batteries in the exclusive
territory and 2.0% of the net sales in the non-exclusive territory.
The Joint Venture Agreement provides for the distribution of revenue
after payment of all operating expenses and costs required by law. We do not
expect any distribution of revenues in the foreseeable future, as it is intended
that all excess revenues will be reinvested in the Joint Venture.
In July 1998, as part of the Joint Venture arrangement, FuelCell,
Xiamen Three Circles and the Joint Venture entered into the Three Circles
License Agreement in which FuelCell licensed certain intellectual property to
the Joint Venture for the development, manufacture and sale of nickel-zinc
batteries for two applications in the PRC and other countries in Southeast Asia.
In addition, the Joint Venture may sublicense our technology to third parties in
the PRC, Hong Kong, Taiwan and Macao on a non-exclusive basis. The Joint Venture
Agreement has a term of 20 years and contains a standard termination clause.
Our responsibilities to the Joint Venture include purchasing machinery,
equipment and materials outside the PRC, marketing, sales and distribution of
batteries outside the PRC and handling United States immigration and export
licensing matters. Xiamen Three Circles' responsibilities include handling all
legal and regulatory matters in the PRC, obtaining suitable land and facilities
in the PRC, and purchasing, marketing, sales and distribution in the PRC.
13
THE NAN YA LICENSE AGREEMENT
In February 1998, FuelCell, Xiamen Three Circles and Nan Ya Plastics
Corporation of Taiwan, a subsidiary of Formosa Plastics Group, entered into a
technology transfer and license agreement, the Nan Ya License Agreement, in
which FuelCell licensed certain intellectual property to a separate joint
venture formed by Nan Ya and Xiamen Three Circles for manufacture and sale of
nickel-zinc batteries for electric vehicles and hybrid electric vehicles in the
PRC, Taiwan, Hong Kong and Macao on an exclusive basis and certain other
countries in Southeast Asia on a non-exclusive basis. After January 1, 2001,
either FuelCell or the Nan Ya joint venture may, at its election, cause the
license to become non-exclusive with respect to exclusive territory. The Nan Ya
License Agreement was transferred to us in the course of our spin off from
FuelCell.
Under the Nan Ya License Agreement, FuelCell received an initial
payment of $1.5 million in 1998, prior to our spin-off from FuelCell. We believe
that the principal milestone conditions to a second payment of $2.0 million have
been satisfied and we anticipate payment in the second quarter of 2000. In
addition, FuelCell is entitled to receive from the Nan Ya joint venture and
under the license assistance agreement is required to remit to us a 3% royalty
on the net sales of nickel-zinc batteries for a period of 10 years beginning
from the first commercial sales. If the license becomes non-exclusive, the
royalty shall be reduced to 1.5% of net sales.
MANUFACTURING AND RAW MATERIALS
Our manufacturing plan is to produce smaller batteries for use in
scooters and similar applications in Xiamen, PRC and larger batteries for use in
marine trolling motors, industrial utility vehicles and similar applications at
a facility in the United States. In the PRC, we are establishing a manual
production process due to the availability of relatively inexpensive labor. The
Joint Venture has recently installed production equipment in a 32,000 square
foot facility in Xiamen, PRC which we believe, when fully operational, will
enable annual battery production capacity of an estimated 30,000 kilowatt hours
("kWh"), or the equivalent of 20,000 scooter batteries. The Joint Venture also
plans to continue to acquire additional manufacturing space and equipment in
2000 to allow for capacity of 90,000 kWh annually by January 2001.
Our primary facility in Danbury, Connecticut produces prototypes and
product samples as well as houses research and development and administrative
functions. We are negotiating to occupy manufacturing space in the United States
by the middle of calendar year 2000. The automated nature of the new facility
will enable us to reduce our reliance on relatively expensive domestic labor. We
expect the new facility will have the capability to produce 100,000 kWh, or the
equivalent of 100,000 trolling motor batteries, annually, per line of
automation. We expect to invest an estimated $8.0 million in each line of
automation and will require 20,000-30,000 square feet of manufacturing space per
line. Initially, we expect to install one line of automation in 2000. However,
we will construct the second line as needed and expect that our existing working
capital will be sufficient to complete both lines, assuming the success of this
offering.
The following chart reflects expected manufacturing capacity of both
Evercel and the Joint Venture:
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EXPECTED PRODUCTION CAPACITY BY DECEMBER 31, 2000
-------------------------------------------------
MANUFACTURING NUMBER OF
LOCATION APPLICATION VOLUME BATTERIES
- -------- ----------- ------ ---------
UNITED STATES Trolling 100,000 kWh 100,000
PRC Scooter 90,000 kWh 60,000
While we expect to achieve and fully utilize our manufacturing
capacity, no assurance can be given that we will be able to do so. Even if we
are able to fully utilize our capacity, no assurance can be given that there
will be adequate demand for our products.
The automated facility will be designed to be flexible enough to
produce batteries for our different target markets. We will produce different
size batteries by combining different numbers of a common cell design into
varying combinations of cells in series and parallel arrangements. This planned
flexibility precludes investment in a completely automated facility, which would
have the potential for the lowest direct labor cost per unit. As the markets for
higher volume batteries are proven, we intend to progressively automate
production to further reduce production costs.
The chemical materials required to manufacture our nickel-zinc battery
are readily available from multiple sources in North America and the PRC.
Certain separator materials are only available from one U.S. supplier, with
which we have a supply agreement with a term of one year. Prices for both nickel
and zinc, the primary raw materials which are commodities, are subject to market
forces beyond our control. We do not currently utilize financial instruments to
mitigate risk of component prices.
BACKLOG
The Joint Venture has received an order from Taiwan EVT Technology Co.,
Ltd., an unaffiliated scooter manufacturer, to supply 1,500 scooters batteries
for a total price of $1.4 million. The Joint Venture expects to begin shipping
these batteries during the second quarter of 2000. Orders to the Joint Venture
are subject to cancellation and are not necessarily indicative of our future
revenues.
PATENTS AND TRADEMARKS
We have nine United States patents which, combined, have an average of
10 years remaining before expiration. Our patents expire at various times
through 2017. We do not believe that the expiration of any of our earlier
patents will have a material adverse effect on our business. We have applied to
use "Evercel" as a trademark. We seek to protect our technology through U.S.
patents and trade secrets and other agreements. Many of these patents are also
filed in Canada, Europe, Japan, and the PRC.
RESEARCH AND DEVELOPMENT
We continue to advance our advanced battery technologies by conducting
additional research and development. Research and development expenses were
$897,000 in the year ended October 31, 1997, $1.8 million in the year ended
October 31, 1998, $2.4 million in the year ended October 31, 1999 and $451,000
in the two months ended December 31, 1999.
EMPLOYEES
At present, we employ a staff of approximately 30 people. Approximately
seven full-time employees and 10 temporary manufacturing workers operate our
Danbury, Connecticut manufacturing facility. This number is expected to increase
with planned automation and accelerated production. We consider relations with
our employees to be good.
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The Xiamen Joint Venture employs approximately 50 people, most of whom
are engaged in the manufacturing process.
FACILITIES
We lease approximately 28,500 square feet of space in Danbury,
Connecticut, that is used as our corporate headquarters. The lease term is five
years with an option for us to extend the term for an additional five years. The
annual rent is $171,000 for the first three years and increases to $178,000 in
year four and $185,000 in year five.
We expect to move into a new facility in which we will install two
automated production lines. These lines will each have the capability to produce
100,000 kWh, or the equivalent of 100,000 trolling motor batteries, annually.
Initially, we expect to install one line of automation in 2000. We will
construct the second line as needed and expect that our existing working capital
will be sufficient to complete both lines.
RISK FACTORS
RISKS RELATED TO OUR BUSINESS
WE WERE A PART OF FUELCELL UNTIL FEBRUARY 1999 AND FACE SIGNIFICANT RISKS
TYPICAL OF NEW COMPANIES, WHICH COULD HARM OUR BUSINESS, FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
We were a part of FuelCell until February 1999 and have not begun a
large-scale commercial release of our initial products. Accordingly, we have
only a limited operating history from which you can evaluate our business and
prospects. Our limited operating history makes predicting the future results of
our operations or the risks we will face difficult. Our business model has not
been tested and, accordingly, we cannot be certain that our business strategy
will be successful.
WE HAVE A HISTORY OF LOSSES AND MAY NOT BECOME PROFITABLE IN THE FUTURE.
We are not profitable and have had limited revenues. No assurance can
be given that we will become profitable in the foreseeable future, if ever. For
the two-month period ended December 31, 1999, and the twelve months ended
October 31, 1999 and 1998, we had losses of $1.3 million, $5.0 million and $2.3
million. Even though we anticipate that the first commercial shipments of our
products will occur in 2000, we expect that we will continue to incur losses
through 2000. Even if we do achieve profitability, we may be unable to sustain
or increase our profitability in the future.
WE ARE DEPENDENT ON OUR NICKEL-ZINC BATTERY PRODUCT LINE AND ARE UNCERTAIN
WHETHER OUR BATTERIES WILL BE WIDELY ACCEPTED IN THE MARKETPLACE.
To date, we have received no revenues from sales of our nickel-zinc
battery other than for samples. We believe that we will depend on sales of our
nickel-zinc batteries for substantially all of our revenues for the foreseeable
future. Our success will depend upon the market acceptance of nickel-zinc
technology. Our nickel-zinc batteries have not achieved, and may never achieve,
market acceptance. Our introduction of new products may be delayed or
unsuccessful. Our batteries may be a more expensive initial purchase than
competing batteries and other technologies. We cannot assure you that we will be
successful in convincing customers of the value of our batteries over their life
cycles and their other advantages. Our batteries also require a specialized
charger, which is not yet commercially available. Our success will depend, in
large part, on our ability to meet customer requirements by developing and
introducing, on a timely basis, new products and enhanced and modified versions
of our current products.
16
There can be no assurance that we will be able to do so. Our competitors may
introduce new technologies or refine existing technologies that will be more
appealing to customers than our products.
OUR INABILITY TO ENFORCE OUR PATENTS AND PROTECT OUR INTELLECTUAL PROPERTY MAY
ADVERSELY AFFECT OUR ABILITY TO COMPETE.
Patents, trade secrets and other proprietary rights are important to
our success and competitive position. Our efforts to protect our proprietary
rights, including our patents, may be inadequate and may not prevent others from
claiming violations by us of their property rights. Because of the intense
competition in battery technology and the large number of patents filed, or
being filed, we may need to use another company's patent under a license
agreement. We are uncertain if we could reach an agreement to use those patents
and whether the terms of such an agreement would be acceptable to us. If any
court or competent authority concludes that our products or manufacturing
processes have infringed upon the product or process rights held by others, such
a conclusion could harm our business, financial condition and results of
operations. Additionally, a determination that we have infringed upon the
product or process rights held by others could result in the loss of our
proprietary rights, subject us to liability to third parties or prevent us from
manufacturing or selling our products, any of which could have a material
negative effect on our business and hinder our intentions to sell our
nickel-zinc battery technology. We cannot be sure any of our pending
applications will result in issued patents.
Our policy is to also protect our proprietary rights in our products
and operations through contractual obligations including nondisclosure
agreements with certain employees, customers, consultants, licensees and
strategic partners. We cannot assure you as to the degree of protection these
contractual measures may afford. We cannot assure you that patents will not be
issued from any pending applications, that the claims allowed under any patents
will be sufficiently broad to protect our technology, that any patents issued to
us will not be challenged, invalidated or circumvented, or as to the degree or
adequacy of protection any patents or patent applications may afford.
We have not filed for patent protection in certain potential major
markets such as India and Southeast Asia. Any agreements that we reach with
partners in these areas would have to be based on trade secrets and know-how. In
the future, we may seek patent protection in those areas. In addition, some
foreign countries in which we may do business provide significantly less patent
and proprietary rights protection than the United States.
We also rely on know-how and trade secrets to establish our battery
technologies for commercial applications and there is no assurance we can
adequately protect this information in our dealings with other companies. If
other competitors or organizations develop similar or better battery
technologies through their own efforts, these developments could have an adverse
effect on our business. We could incur substantial costs in prosecuting and
defending patent and other proprietary rights suits.
EVEN IF OUR PRODUCTS ARE A SUCCESS, WE MAY BE UNABLE TO MEET DEMAND.
Rapid growth of our advanced rechargeable battery business or other
segments of our business may significantly strain our management, operations and
technical resources. If we are successful in obtaining rapid market penetration
of our rechargeable batteries, we will wish to either deliver large volumes of
quality products to our customers on a timely basis at a reasonable cost to
those customers or license our technology to others who can manufacture and
distribute our products. We currently have limited manufacturing capability and
no experience in large-scale manufacturing of our advanced rechargeable
batteries or in automated assembly and packaging technology. We currently intend
to equip a U.S. facility with two automated lines. The Joint Venture also
intends to expand its manufacturing capability. We cannot assure you that our
business will achieve rapid growth or that our efforts (or the
17
efforts of those companies which are granted licenses to our technology) to
expand manufacturing or the number of employees will be successful. In addition,
we cannot assure you that we will not have difficulties meeting necessary
quality control standards as we expand manufacturing. Our business, financial
condition and results of operations may be harmed if we encounter difficulties
in effectively managing the budgeting, forecasting, quality control and other
process control issues presented by rapid growth. Nor can we assure you that we
or our licensees will be able to satisfy commercial-scale production
requirements on a timely and cost-effective basis.
OUR ABILITY TO RECOGNIZE THE FINANCIAL BENEFITS OF THE JOINT VENTURE AND THE NAN
YA LICENSE AGREEMENT MAY DEPEND UPON THE ASSIGNMENT OF THESE AGREEMENTS TO US
FROM FUELCELL.
We expect that a substantial portion of our business will relate to the
Joint Venture (and related license agreement) and to the Nan Ya License
Agreement. Currently, we are not a party to these agreements. FuelCell has
sought the consent of Three Circles Co., Ltd. and the Joint Venture and the
approval of the appropriate Chinese authorities to transfer these agreements to
us. We are not certain that we or FuelCell will receive these consents and
approvals on a timely basis or at all. A failure or delay in obtaining these
consents and approvals could have a material adverse effect on our operations
and revenues because we will be able to enforce our rights under these
agreements only through FuelCell. In addition, FuelCell's partner could take
exception to the License Assistance Agreement and claim that, by entering into
the License Assistance Agreement, FuelCell is in default under the Nan Ya
License Agreement and the Joint Venture and related license agreement. In
addition, these agreements could be terminated based on other actions or
omissions by FuelCell that we cannot control. These events or the termination of
these agreements would have a material adverse effect on our revenues and
results of operations.
We will be relying upon FuelCell to realize the benefits of the Joint
Venture and the Three Circles License Agreement until all consents and approvals
to the transfer and assignment of these agreements are obtained. Conflicts of
interest between us and FuelCell could arise in connection with these
agreements. Should FuelCell undergo bankruptcy or insolvency, we could be
prevented from receiving funds due to us under the agreements, even if those
funds were paid to FuelCell.
RISKS RELATED TO THE PRC
THERE ARE CERTAIN RISKS ASSOCIATED WITH DOING BUSINESS IN THE PRC AND TAIWAN.
Currently, the Nan Ya License Agreement and the Three Circles License
Agreement are with companies located in the PRC and Taiwan. The Joint Venture
was formed to establish a manufacturing plant in Xiamen, PRC that it intends to
use as its primary production facility. We intend to sell our products to
customers in the PRC and Taiwan. The following risk factors relating to
conducting business in the PRC could result in a material adverse effect on our
business, financial condition and results of operations.
INTERNAL POLITICAL CHANGES IN THE PRC MAY AFFECT OUR ABILITY TO CONDUCT
OPERATIONS THROUGH THE JOINT VENTURE AND THE NAN YA LICENSE AGREEMENT.
Our business operations in the PRC, interest in the Joint Venture and
our rights under the Nan Ya License Agreement may be adversely affected by the
political environment in the PRC. The People's Republic of China is a socialist
state which, since 1949, has been, and is expected to continue to be, controlled
by the Communist Party of China. Changes in the political leadership in the PRC
may have a significant adverse effect on policies related to the PRC's current
economic reform program, other policies affecting business and the general
political, economic and social environment in the PRC. The
18
relationship between the PRC and Taiwan has been marked with political and
economic tension. In addition, we have relationships with individuals in the PRC
whose status could be adversely affected as a result of political changes. Any
such changes in the political leadership or current economic reform policies or
the imposition of additional restrictions on foreign-owned enterprises could
have a material adverse effect on the business of the Joint Venture, our
interest in the Joint Venture and our rights and revenues under the Nan Ya
License Agreement and the Three Circles License Agreement.
WE MAY HAVE DIFFICULTY PROTECTING OUR INTELLECTUAL PROPERTY RIGHTS IN THE PRC.
We protect our intellectual property rights in the PRC through a
combination of patent applications, contractual arrangements and trade secrets.
Patent and other intellectual property rights receive substantially less
protection in the PRC than is available in the United States. There can be no
assurance that we will be able to protect our proprietary rights in the PRC. The
unauthorized use of our technology by others in the PRC could have a material
adverse effect on our business, financial condition and results of operations.
RESTRICTIONS ON REPATRIATION OF FOREIGN CURRENCY OR FOREIGN CURRENCY EXCHANGE
AND VOLATILITY OF EXCHANGE RATES COULD ADVERSELY AFFECT OUR ABILITY TO OBTAIN
REVENUES FROM OUR AGREEMENTS WITH OUR PRC PARTNERS.
We expect a substantial portion of our revenues to relate to activities
in the PRC. The People's Republic of China regulates the repatriation of foreign
currencies as payments to foreigners, including investors and licensors, and the
conversion of Renminbi (the currency of the PRC) into foreign currencies, such
as the U.S. Dollar. As a result, we may be prevented from receiving amounts from
the Joint Venture even if they are needed to meet obligations of our business or
would be better employed in our business outside of the PRC. In addition,
distributions from the Joint Venture may be subject to taxation by the PRC as
well as domestic tax authorities.
In addition, there has been significant volatility in the exchange rate
of Renminbi to U.S. Dollars. We expect that the Joint Venture and our other
licensee in the PRC will receive a substantial portion of their revenues in
Renminbi. A portion of such revenues will have to be converted to other
currencies to meet foreign currency obligations (such as payment obligations to
suppliers) or for purposes of remitting these funds to us as return of capital,
dividends or license payments. Under the Joint Venture and the Nan Ya License
Agreement, FuelCell is entitled to receive (and under the License Assistance
Agreement is required to remit to us) distributions and royalties based on sales
using our technology and other distributions from the Joint Venture. The Joint
Venture may be unable to convert sufficient Renminbi into foreign currency to
enable them to comply with their foreign currency payment obligations, including
royalty payments distributions to FuelCell. In the event of a depressed market
in Renminbi, the cost of foreign currency could be high enough to prevent the
Joint Venture and our other PRC partners from meeting any foreign financial
obligations incurred in the future or from paying distributions and license fees
to us. Moreover, fluctuations in the exchange rate of the Renminbi into U.S.
Dollars could have an adverse effect on the license fees owed to us.
LAWS, REGULATIONS AND POLICIES IN THE PRC MAY NEGATIVELY AFFECT US DUE TO
INCONSISTENT APPLICATION OR ADVERSE INTERPRETATION, ENFORCEMENT OR EVOLUTION.
The PRC does not have a well-developed, consolidated body of laws
governing foreign investment enterprises. As a result, the administration of
laws and regulations by government agencies may be subject to considerable
discretion and variation. As the legal system in the PRC develops, foreign
investors may be adversely affected by new laws, changes to existing laws (or
interpretations thereof) and
19
preemption of provincial or local laws by national laws. In circumstances where
adequate laws exist, it may not be possible to obtain timely and equitable
enforcement thereof.
THE PRC'S FAILURE TO OBTAIN "MOST FAVORED NATION" TRADING STATUS COULD ADVERSELY
AFFECT US.
A significant portion of the economic activity in the PRC is
export-driven and, therefore, is affected by developments in the economies of
the PRC's principal trading partners. The United States Congress annually
considers the renewal of "Most Favored Nation" trading status for the PRC, and
may attach conditions to such renewal. There can be no assurance that Congress
will renew such status or that future renewal will not be linked to human rights
issues or other requirements which the PRC may decline or be unable to meet.
Revocation or conditional extension by the United States of the PRC's "Most
Favored Nation" trading status could have a material adverse effect upon us.
EXPROPRIATION OF JOINT VENTURE PROPERTY BY THE PRC GOVERNMENT WOULD ADVERSELY
AFFECT US.
Following the formation of the PRC in 1949, the PRC government
renounced various debt obligations incurred by predecessor governments, which
obligations remain in default, and expropriated assets without compensation.
There can be no assurance that the PRC government will not in the future
expropriate or nationalize the assets of the Joint Venture or any of our assets
in the PRC. Such an expropriation would result in a total loss of our investment
in the PRC.
ADDITIONAL RISKS RELATED TO OUR BUSINESS
OUR SUCCESS DEPENDS UPON THE SUCCESS OF THE MANUFACTURERS WHO MAY USE OUR
PRODUCTS OR LICENSE OUR TECHNOLOGY.
A substantial portion of our business will depend upon the success of
products sold by manufacturers that may use our batteries or license our
technology. For example, one factor determining the quantity of purchase orders
we may receive from a scooter manufacturer in the future is the success of that
company's scooter. We are subject to many risks beyond our control that
influence the success or failure of such manufacturers' particular products
including, among others factors:
o Competition faced by those manufacturers in their particular
industry;
o Market acceptance of the manufacturers' products;
o The engineering, sales and marketing and management capabilities of
those manufacturers;
o Technical challenges unrelated to our technology or problems faced
by any of those manufacturers in developing their products; and
o The financial and other resources of those other manufacturers.
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY IF WE FAIL TO KEEP PACE WITH RAPIDLY
CHANGING TECHNOLOGIES.
The battery industry has experienced, and is expected to continue to
experience, rapid technological change. Our growth and future success will
depend, in part, on our ability to enhance and modify existing products and to
introduce new products in new markets. Our product development
20
efforts require and are expected to continue to require substantial investments
by us for research, refinement and testing, and we cannot assure you that we
will have the resources to do this.
INTENSE COMPETITION AND THE EMERGENCE OF A COMPETING TECHNOLOGY COULD ADVERSELY
AFFECT THE SALE OF OUR PRODUCTS.
The disposable and rechargeable battery industry is characterized by
intense competition with a large number of companies offering or seeking to
develop technology and products similar to ours. We are subject to competition
from manufacturers of traditional rechargeable batteries, from manufacturers of
rechargeable batteries with advanced technologies, as well as from companies
engaged in the development of batteries incorporating new technologies. There
can be no assurance that we will be successful in competing with these
manufacturers, many of which have substantially greater financial, technical,
manufacturing, distribution, marketing, sales and other resources. A number of
companies with substantially greater resources than ours are pursuing the
development of a wide variety of battery technologies, including both liquid
electrolyte lithium and solid electrolyte lithium batteries, which are expected
to compete with our technology.
Other companies undertaking research and development activities of
solid-polymer batteries have already developed prototypes and are constructing
commercial scale production facilities. If other companies successfully market
their batteries prior to the introduction of our products, there may be a
material adverse effect on our business, financial condition and results of
operations. The market for our products, as well as the products that use our
batteries and technology, is characterized by changing technology and evolving
industry standards, often resulting in product obsolescence or short product
lifecycles. We cannot assure you that competitors will not develop technologies
or products that would render our technology and products obsolete or less
marketable.
OUR ABILITY TO ADEQUATELY LICENSE OUR TECHNOLOGY MAY AFFECT OUR SUCCESS.
Our growth and success will be dependent to a substantial extent on our
reputation. Since we anticipate licensing our technology to others, our
reputation may be affected by the performance of those companies to which we
license our technology. Our licenses may grant exclusivity with respect to
certain uses or geographic areas. As a result, we will be wholly dependent on
the success of the licensee for success in any exclusive use or geography. We
cannot assure you that we will be successful in granting our licenses to those
who are likely to succeed. License agreements with foreign companies may be
subject to additional risks, such as exchange rate fluctuations, political
instability or weaknesses in the local economy. Certain provisions of the
license agreements which benefit us may be subject to restrictions in foreign
laws that limit our ability to enforce such contractual provisions. In addition,
it may be more difficult to register and protect our proprietary rights in
certain foreign countries. Our failure to obtain suitable licensees of our
technology or the failure of our licensees to achieve our manufacturing or
quality control standards or otherwise meet our expectations could have a
material adverse effect on our business, financial condition and results of
operations.
OUR ABILITY TO ENTER INTO JOINT VENTURES MAY AFFECT OUR SUCCESS.
We intend to enter into other joint venture arrangements in the future
to sell our battery technology. The Joint Venture is with a foreign partner and
we anticipate that future joint ventures may be with foreign partners or
entities. As a result, such future joint ventures may be subject to the
political climate and economies of the foreign countries where such partners
reside. There can be no assurance that our joint venture partners will provide
us with the support we anticipate, or that any of the joint ventures will be
successful in developing batteries for use with their intended products, or that
any of the joint ventures will be successful in manufacturing and marketing
their batteries for such products once
21
developed. Any of our international operations will also be subject to certain
external business risks such as exchange rate fluctuations, political
instability and a significant weakening of a local economy in which a foreign
joint venture operates or is located. Certain provisions of the joint venture
agreements for our benefit may be subject to restrictions in foreign laws that
limit our ability to enforce such contractual provisions. Failure of these joint
ventures to be successful could have a material adverse effect on our business
and prospects.
OUR SUCCESS DEPENDS ON THE RETENTION AND HIRING OF CERTAIN KEY PERSONNEL.
Because of the specialized, technical nature of our business, we are
highly dependent on certain members of our management, marketing, engineering
and technical staff including Robert L. Kanode, President and Chief Executive
Officer, and Allen Charkey, Executive Vice President and Chief Operating
Officer, the loss of whose services could have a material adverse effect on our
business, financial condition and results of operations. Based on our
commercialization and expansion plans, we will require a significant increase in
the number of our employees and the employees of the Joint Venture. Our success
will depend upon, among other factors, attracting and retaining additional
highly skilled and experienced managerial, sales, marketing, engineering and
technical personnel. There can be no assurance that we will be able to recruit
or retain such personnel.
CERTAIN AGREEMENTS BETWEEN FUELCELL AND US WERE NOT SUBJECT TO ARM'S LENGTH
NEGOTIATIONS.
We entered into certain agreements with FuelCell, including a
distribution agreement, a tax sharing agreement, a services agreement and the
License Assistance Agreement for the purpose of defining our ongoing
relationship with FuelCell and to provide certain services during the
transition. The agreements between us and FuelCell, and us and the officers and
directors of FuelCell, were not the subject of arm's length negotiations and,
therefore, the terms of such agreements may contain terms that are not
comparable to those that would have been obtained from negotiations between
unaffiliated parties.
THE ADDITION OR MODIFICATION OF ENVIRONMENTAL LAWS MAY ADVERSELY AFFECT BOTH OUR
FUTURE AND PAST OPERATIONS.
Foreign, federal, state and local regulations impose various
environmental controls on the manufacture, storage, use and disposal of
batteries and certain chemicals used in the manufacture of batteries. We cannot
assure you that conditions relating to our historical operations which require
expenditures for clean-up will not be discovered in the future or that changes
in environmental laws and regulations will not impose costly compliance
requirements on us or otherwise subject us to future liabilities. Our batteries
contain a limited amount of lead in the negative electrodes. We cannot assure
you that the EPA or other governmental agencies in U.S. or abroad will not
determine that such lead content or the nickel in our batteries makes them
unsuitable for landfill disposal. Although we believe we are presently in
compliance with all federal, state and local governmental regulations, we cannot
assure you that additional or modified regulations relating to the manufacture,
transportation, storage, use and disposal of materials used to manufacture our
batteries or restricting disposal of batteries will not be imposed or as to the
effect such regulations may have on us or our customers.
WE MAY BE ADVERSELY AFFECTED BY OUR DEPENDENCE UPON CERTAIN RAW MATERIALS USED
IN THE PRODUCTION OF OUR BATTERIES.
Our principal raw materials for the production of our battery products
are nickel and zinc. Prices for both nickel and zinc are subject to market
forces beyond our control. Our future profitability may be materially adversely
affected by increased nickel or zinc prices to the extent we are unable to pass
on higher raw material costs to our customers. To attempt to reduce such risks,
we may engage in forward
22
purchases and hedging transactions to manage raw material costs and inventory
relative to anticipated production requirements. We cannot assure you that such
activities will be successful or will not result in increased losses.
ONE OF THE MATERIALS WE USE IN OUR BATTERIES IS ONLY AVAILABLE FROM ONE
SUPPLIER.
Certain separator materials used in our batteries are only available
from one supplier. We cannot assure you that alternate materials would be
available to us at an acceptable price, or quickly enough so as not to disrupt
production.
WE ANTICIPATE OFFERING AN EXTENDED WARRANTY ON SOME OF OUR PRODUCTS, AND WE HAVE
NO EXPERIENCE AS TO OUR POTENTIAL LIABILITY.
We intend to offer an extended warranty for our trolling motor
batteries. Our warranty would be substantially greater than the existing
warranties of most of our competitors. We have no experience to evaluate the
potential liability that could be created by that warranty. If the claims made
under that extended warranty exceed expected levels against which we have
reserved, our results of operations and financial condition could be adversely
affected.
PRODUCT LIABILITY CLAIMS COULD RESULT IN COSTS TO US OR IMPEDE DEMAND FOR OUR
PRODUCTS.
The sale of our products may expose us to product liability claims from
consumers. We currently do not maintain product liability insurance and do not
intend to do so in the future. Certain materials we use in our batteries could,
if used improperly, cause injuries to others. In addition, because our batteries
are new products, any accident involving them or other battery products could
impede demand for our products.
RISKS RELATED TO OUR COMMON STOCK
WE MAY BE UNABLE TO MEET OUR FUTURE CAPITAL REQUIREMENTS.
We cannot be certain that additional financing will be available to us
on favorable terms when required, or at all. If we raise additional funds
through the issuance of equity, equity-related or debt securities, such
securities may have rights, preferences or privileges senior to those of the
rights of our common stock and our shareholders may experience additional
dilution. In the past, we have experienced negative cash flow from operations.
We currently anticipate that the net proceeds of ongoing efforts to procure
equity and debt financing together with our available funds, will be sufficient
to meet our anticipated needs for working capital and capital expenditures
through at least 2001. We may need to raise additional funds prior to the
expiration of this period if, for example, we pursue business acquisitions or
experience operational losses that exceed our current expectations. We do not
have any credit facilities in place and we cannot assure you that we will be
able to put in place any facilities that will address our future capital needs,
in whole or in part.
OUR COMMON STOCK PRICE MAY BE VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES
FOR INDIVIDUAL SHAREHOLDERS.
We expect that our quarterly operating results will fluctuate
significantly. As a result, the market price for our common stock is likely to
be highly volatile and subject to wide fluctuations. Factors, many of which are
beyond our control, that may affect our quarterly results include:
23
o Announcements of technological innovations or new products or
services or pricing changes by us or our competitors;
o Conditions or trends in the battery or electric vehicle industries;
o Changes in the economic performance and/or market valuations of
other battery or electric power companies;
o Announcements by us or our competitors of significant acquisitions,
strategic partnerships, joint ventures or capital commitments;
o Additions or departures of key personnel;
o Currency fluctuations;
o Release of lock-up or other transfer restrictions on our
outstanding shares of common stock or sales of additional shares of
common stock; or
o Potential litigation.
Many companies that have experienced volatility in the market price of
their stock have been the subject of securities class action litigation. We may
be involved in a securities class action lawsuit in the future. Such litigation
often results in substantial costs and a diversion of management's attention and
resources and could harm our business, financial condition and results of
operations.
SUBSTANTIAL SALES OF OUR COMMON STOCK COULD CAUSE OUR STOCK PRICE TO FALL.
If our shareholders sell substantial amounts of our common stock,
including shares issued upon the exercise of outstanding options and warrants,
in the public market, the market price of our common stock could fall. Such
sales also might make it more difficult for us to sell equity or equity-related
securities in the future at a time and price that we deem appropriate. We have
5,733,258 shares of common stock outstanding assuming no conversion of our
Series A Preferred Stock and no exercise of outstanding options or warrants.
WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS.
We have never declared or paid any cash dividends on our common stock.
We currently intend to retain our future earnings, if any, to finance the
expansion of our business and do not expect to pay any cash dividends in the
foreseeable future.
PROVISIONS OF DELAWARE AND CONNECTICUT LAW AND OF OUR CHARTER AND BY-LAWS MAY
MAKE A TAKEOVER MORE DIFFICULT.
Provisions in our certificate of incorporation and by-laws and in the
Delaware and Connecticut corporate law may make it difficult and expensive for a
third party to pursue a tender offer, change in control or takeover attempt that
is opposed by our management and Board of Directors. Public shareholders who
might desire to participate in such a transaction may not have an opportunity to
do so. These anti-takeover provisions could substantially impede the ability of
public shareholders to benefit from a change in control or change our management
and Board of Directors. See "Description of Capital Stock."
24
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock
and we do not intend to pay any cash dividends in the near future. At this time,
we intend to retain our future earnings to fund the expansion of our business.
Our dividend policy may be reviewed by our Board of Directors from time to time,
based on our performance and our financial condition.
ITEM 2. PROPERTIES
The Company is leasing approximately 28,500 square feet of space in Danbury,
Connecticut, to be used as a small-scale manufacturing plant for Ni-Zn battery
production, distribution and for office space. The annual lease cost in Danbury,
Connecticut is approximately $171,000. We are negotiating to occupy
manufacturing space in the United States by the middle of calendar year 2000.
The automated nature of the new facility will enable us to reduce our reliance
on relatively expensive domestic labor. We expect the new facility will have the
capability to produce 100,000 kWh, or the equivalent of 100,000 trolling motor
batteries, annually, per line of automation. We expect to invest an estimated
$8.0 million in each line of automation and will require 20,000-30,000 square
feet of manufacturing space per line. Initially, we expect to install one line
of automation in 2000. However, we will construct the second line as needed and
expect that our existing working capital will be sufficient to complete both
lines, assuming the success of this offering.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material legal proceeding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
25
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The following table sets forth the range of high and low sales prices
of our common stock for the quarters indicated, as reported by Nasdaq.
Our common stock has been traded on the Nasdaq Small Cap Market since
April 5, 1999. We have applied to have our common stock listed on the Nasdaq
National Market System.
CALENDAR 2000 HIGH LOW
------------- ---- ---
First Quarter (through March 26,
2000) $ 30.75 $ 12.00
CALENDAR 1999
-------------
Second Quarter $ 6.13 $ 2.41
Third Quarter $ 7.41 $ 4.25
Fourth Quarter $ 12.88 $ 5.19
On March 26, 2000, the last reported sale price for the common stock on
the Nasdaq Small Cap Market was $26.00 per share. As of March 7, 2000, there
were approximately 175 holders of record of common stock.
26
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data set forth below is for the years ended
October 31, 1999, 1998, 1997, 1996 and 1995 and the two months ended December
31, 1999 and 1998. You should read this information together with our financial
statements and the notes to those statements beginning on page F-7 of this
report and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this report. The statement of
operations data for the years ended October 31, 1999, 1998 and 1997 and the
balance sheet data as of October 31, 1999 and 1998 and December 31, 1999 are
derived from our financial statements which have been audited by KPMG LLP,
independent accountants, and are included elsewhere in this report. Historical
results are not necessarily indicative of the results to be expected in the
future, and results of interim periods are not necessarily indicative of results
for the entire year.
(Dollars in thousands, except per share amounts)
Two Months Ended
December 31, Fiscal Years Ended October 31,
------------------------- -----------------------------------------------------------------------
STATEMENT OF INCOME DATA: 1999 1998 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ---- ----
(unaudited) (unaudited) (unaudited)
Revenues $ 13 $ -- $ 196 $ 438 $ 436 $ 355 $ 164
Costs and expenses
Cost of revenues 220 -- 694 87 98 246 101
Administrative and selling 636 208 2,244 1,805 268 199 149
Depreciation and amortization 54 8 181 45 40 34 31
Research and development 451 391 2,449 1,832 897 644 516
--------- --------- --------- --------- --------- --------- ---------
Total operating costs and
expenses 1,361 607 5,568 3,769 1,303 1,123 797
Loss from operations (1,348) (607) (5,372) (3,331) (867) (768) (633)
Interest income, net 28 -- 90 -- -- -- --
Equity in net loss of affiliate -- -- (36) -- -- -- --
Other expenses -- -- (3) -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Loss before income tax benefit (1,320) (607) (5,321) (3,331) (867) (768) (633)
Income tax benefit -- (249) (360) (1,006) (295) (261) (215)
--------- --------- --------- --------- --------- --------- ---------
Net loss (1,320) (358) (4,961) (2,325) (572) (507) (418)
========= ========= ========= ========= ========= ========= =========
Preferred stock dividends (22) -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Net loss - common shareholders (1,342) (358) (4,961) (2,325) (572) (507) (418)
========= ========= ========= ========= ========= ========= =========
Basic and diluted loss per
share (0.23) (0.13)(b) (1.11) (0.84)(b) (0.21)(b) (0.18)(b) (0.15)(b)
========= ========= ========= ========= ========= ========= =========
Basic and diluted shares
outstanding 5,722,090(a) 2,778,000(b) 4,456,538 2,778,000(b) 2,778,000(b) 2,778,000(b) 2,778,000(b)
========= ========= ========= ========= ========= ========= =========
BALANCE SHEET DATA:
Cash and cash equivalents $ 6,117 $ 1 $ 1,820 $ 1 $ -- $ -- $ --
Total assets 8,810 1,531 4,290 1,176 289 163 166
Total current liabilities 742 1,044 1,011 753 78 52 33
Total shareholders' equity 8,068 487 3,279 423 211 111 133
(a) Due to losses we have incurred, dilutive instruments, consisting of
shares of Series A Preferred Stock, options and warrants, have been excluded
from diluted shares. At December 31, 1999, there were 264,000 shares of Series A
Preferred Stock convertible into 960,000 shares of common stock, related
warrants exercisable for 595,268 shares of common stock and options exercisable
for 627,098 shares of common stock.
(b) Represents the pro forma loss per share and shares assumed to be
outstanding.
27
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
We changed our fiscal year from October 31 to December 31 effective
December 31, 1999. As a result, portions of the following discussion cover the
two month period from November 1, 1999 to December 31, 1999.
OVERVIEW
We develop, design and have begun to manufacture high-performance
rechargeable batteries. Much of the following discussion relates to our
operations prior to manufacturing when we were primarily engaged in research and
development activities. We recognize revenue on the date our products are
shipped. To date, revenues have primarily resulted from shipment of materials to
the Joint Venture and sample products to potential customers.
FuelCell has licensed the rights to manufacture scooter batteries
through the Joint Venture. Under our license assistance agreement with FuelCell,
we have assumed the rights, benefits and obligations of Fuel Cell's 50.5%
ownership of the Joint Venture. We will account for our involvement in the Joint
Venture under the License Assistance Agreement using the equity method of
accounting, in which we record our share of earnings or losses from the Joint
Venture in our income statement.
On February 16, 1999, FuelCell transferred the principal assets,
intellectual property and liabilities related to its battery business group to
its subsidiary Evercel, Inc. On February 22, 1999, FuelCell distributed to its
shareholders shares of our common stock in a tax-free distribution. In April
1999, we received $7.8 million from the sale of shares of our common stock at
$3.00 per share pursuant to a rights offering. We continue to pay FuelCell for
certain administrative services in accordance with a services agreement. Results
shown before the period of the spin-off reflect our activity as the battery
business group of FuelCell.
RESULTS OF OPERATIONS
TWO MONTHS ENDED DECEMBER 31, 1999 COMPARED WITH TWO MONTHS ENDED DECEMBER 31,
1998
We had revenues of $13,000 for the two months ended December 31, 1999
compared to $0 for the two months ended December 31, 1998. The revenues in 1999
were due to consumer samples sold in our efforts to commercialize our
nickel-zinc batteries. Cost of revenues of $220,000 for the two months ending
December 31, 1999 were due to the cost of the samples shipped and the
revaluation of inventory items at December 31, 1999. The revaluation reflects
the value of materials and their components at what we believe to be their
market value in accordance with the lower of cost or market valuation method.
Administrative and selling expenses increased 206% to $636,000 for the
two months ended December 31, 1999 from $208,000 for the two months ended
December 31, 1998. The increase is the result of the full staffing of
administrative functions during 1999, including the addition of a Chief
Executive Officer, Controller and other administrative personnel, the costs of
being an independent publicly traded company, and selling, marketing and
administrative activities to ready us for commercialization of our nickel-zinc
battery technology. Depreciation increased 575% to $54,000 for the two months
ended December 31, 1999 compared with $8,000 for the same period in 1998 due to
capital purchases in 1999 to outfit our Danbury, Connecticut manufacturing
facility.
28
Research and development expenses increased 15% to $451,000 for the two
months ended December 31, 1999 from $391,000 for the two months ended December
31, 1998 due to product development activity relating to the commercialization
of our battery technology.
Interest income of $28,000 for the two months ended December 31, 1999
increased from $0 for the two months ended December 31, 1998 due to interest
income on funds received from the 1999 offerings. We recognized a tax benefit of
$249,000 in the two months ended December 31, 1998 due to our inclusion in the
consolidated tax return of FuelCell. We have not recorded the tax benefit of
operating losses for the same period in 1999, pursuant to Financial Accounting
Standard No. 109, "Accounting for Income Taxes."
YEAR ENDED OCTOBER 31, 1999 COMPARED TO YEAR ENDED OCTOBER 31, 1998
We had $196,000 in revenues for the year ended October 31, 1999, as
compared to $438,000 for the same period in 1998. Lower revenues resulting from
the termination of a license fee arrangement with Corning, Inc. in May 1998 were
partially offset by sales of materials of $195,000 to the Joint Venture during
the year ended October 31, 1999. We had cost of revenues of $694,000 for the
year ended October 31, 1999 as compared to $87,000 for the prior year. Higher
costs were due to the cost of the materials shipped and the revaluation of
inventory items at December 31, 1999 to adjust their costs to market value. The
revaluation reserve reflects the value of materials and their components to
reflect what we believe will be their market value when we are in high volume
production and are able to negotiate more favorable pricing. Administrative and
selling expenses increased 24% to $2.2 million for the year ended October 31,
1999 from $1.8 million in 1998. The increase was the result of increased
staffing to support the commercialization, production and distribution of sample
batteries and costs associated with the Joint Venture and Three Circles License
Agreement. Depreciation increased to $181,000 from $45,000 from the year ended
October 31, 1998 reflecting increased capital purchases to outfit our Danbury,
Connecticut manufacturing facility.
Research and development expense increased 34% to $2.4 million for the
year ended October 31, 1999 from $1.8 million in the prior year. The increase
reflects product development activity relating to the commercialization of our
battery technology.
Net interest income of $90,000 in 1999 reflects interest of $108,000
earned on funds raised from 1999 offerings offset by $18,000 of interest expense
due to borrowings from banks and FuelCell to finance operations prior to our
rights offering. Our share of the Joint Venture's losses amounted to $36,000 for
the year ended October 31, 1999. We recognized a tax benefit of $360,000 in the
quarter ended January 31, 1999 due to our inclusion in the consolidated tax
return of FuelCell. We have recorded no benefit for the losses incurred in the
second, third and fourth quarters of the year ended October 31, 1999, pursuant
to Financial Accounting Standard No. 109, "Accounting for Income Taxes."
QUARTERLY RESULTS OF OPERATIONS
The unaudited proforma quarterly results of operations for calendar
1999 are shown below. The information for each quarter has been prepared on
substantially the same basis as the audited statements included in other parts
of this report and, in the opinion of management, include all adjustments,
consisting of only normal recurring adjustments necessary for a fair
presentation of the results of operations for such periods.
29
1999
----
Three months ended
-----------------------------------------------------------
March 31, June 30, September 30, December 31,
--------- -------- ------------- ------------
(dollars in thousands, except per share data)
Revenues $ -- $ -- $ -- $ 209
Costs and expenses:
Cost of revenue -- -- -- 743
Administrative and selling
expenses 459 759 587 868
Depreciation and amortization 22 51 68 86
Research and development 496 677 644 863
----------- ----------- ----------- -----------
Total costs and expenses 977 1,487 1,299 2,560
----------- ----------- ----------- -----------
(Loss) from operations before
income tax benefit (977) (1,487) (1,299) (2,351)
Interest income (expense), net (15) 53 42 39
Equity in net loss of affiliate -- -- -- (36)
Other income (expense) -- (1) -- (3)
----------- ----------- ----------- -----------
(Loss) before income tax benefit (992) (1,435) (1,257) (2,351)
Income tax benefit (111) -- -- --
----------- ----------- ----------- -----------
Net loss $ (881) $ (1,435) $ (1,257) $ (2,351)
=========== =========== =========== ===========
Basic and diluted loss per share $ (0.32)(a) $ (0.26) $ (0.22) $ (0.41)
=========== =========== =========== ===========
Basic and diluted shares
outstanding 2,777,862(a) 5,527,955 5,722,090 5,722,090(b)
=========== =========== =========== ===========
(a) Represents the pro forma shares and loss per share assumed to be
outstanding based on the number of shares outstanding immediately after our
spin-off from FuelCell.
(b) Due to losses we have incurred, dilutive instruments, consisting of
shares of Series A Preferred Stock, options and warrants, have been excluded
from diluted shares. At December 31, 1999, there were 264,000 shares of Series A
Preferred Stock convertible into 960,000 shares of common stock, related
warrants exercisable for 595,268 shares of common stock and options exercisable
for 627,098 shares of common stock.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at December 31, 1999 was $5.8 million compared to a
working capital deficit of $905,000 at December 31, 1998 with cash of $6.1
million, compared to $1,000 at December 31, 1998. In 1998, we were a part of
FuelCell and the balance sheet was an allocation of the FuelCell consolidated
balance sheet. Receivables, inventories and current liabilities directly
associated with the battery business group were carried on the battery group's
balance sheet, but only a nominal cash balance of $1,000 was allocated to
assets.
To continue to meet our operating and capital requirements, a private
placement offering was completed in December 1999, raising $6.1 million, net of
expenses. We believe the net proceeds from the private placement and the
proceeds to be received from expected equity and debt offerings will be
sufficient to support our planned operations for at least the next 12 months.
30
We are currently negotiating with state agencies and private financial
institutions in order to secure up to approximately $8.0 million in borrowings
in order to provide adequate financing and capital for opportunities or
contingencies.
It is our intention to outfit a facility in the United States with one
automated line of production in 2000 that, in addition to our other corporate
capital needs, is expected to require capital expenditures of $8.0 million in
2000. We expect, but are not committed, to add a second automated production
line in 2001 at a cost of $8.0 million. We have also committed to investing
approximately $3.0 million into the Joint Venture in 2000 in order to support
our share of its expansion.
Our cash requirements will vary depending upon a number of factors,
many of which are beyond our control, including the demand for our products, the
efforts and success of our licensees and joint venture partners in developing
and marketing products incorporating our battery technology, the development of
battery markets, the level of competition that we face, our ability to develop,
market and license new products and our ability to effectively manage operating
expenses. Over time, we expect to continue to enter into license agreements and
to participate in joint manufacturing ventures.
Prior to having been spun off from FuelCell, we obtained all of our
funding from FuelCell. FuelCell provided funding for all battery research
activities under its research and development expense budget. On February 5,
1999, we entered into a loan agreement pursuant to which we borrowed $1.6
million from a bank and $300,000 from FuelCell for working capital and proposed
capital expenditures secured by all of our tangible and intangible personal
property. Repayment of the bank loan was guaranteed by FuelCell. We have entered
into a services agreement with FuelCell to provide us with certain management
and administrative services and office, research and development and
manufacturing support facilities and services. In April 1999, we received $7.8
million of net proceeds from the rights offering (after deducting underwriting
discounts and fees), including funds received from the sale of unsubscribed
shares pursuant to an agreement with the underwriters. A portion of the net
proceeds was used to pay in full the outstanding principal and interest under
the bank loan and the line of credit from FuelCell, and those agreements were
terminated.
The net fees which we paid to FuelCell pursuant to our services
agreement were $67,000 and $378,000 for the two months ended December 31, 1999
and the year ended October 31, 1999, respectively. These amounts exclude certain
services billed on the basis of usage, such as purchasing, analytical lab,
microscope analysis, machine shop and drafting. These amounts reflect FuelCell's
additional costs related to providing these services, and will decline as we
bring those functions in-house. We presently expect that these services will be
provided by FuelCell until the quarter ended September 30, 2000.
YEAR 2000
The "Year 2000" issue referred to the risk of disruptions of operations
caused by the failure of computer-controlled systems, including systems used by
third parties, to properly recognize date sensitive information when the year
changed from 1999 to 2000. During the year ended December 31, 1999, we installed
new software as a part of an ongoing project to upgrade our financial and
management information systems. The cost of upgrading the software occurred in
the normal course of business and was not material to the results of operations
or financial condition of the company.
We have not experienced any significant business disruptions due to
year 2000 issues causing processing errors in our systems, or a third party's
systems, including the period of operation after January 1, 2000.
31
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK
We held no derivative instruments as of December 31, 1999. We are
exposed to market fluctuations in foreign currency exchange and repatriation,
interest rates and commodity pricing. The nature of each is as follows:
FOREIGN CURRENCY EXCHANGE AND REPATRIATION
We currently have international operations in the PRC through the Joint
Venture. The currency of exchange is U.S. dollars for all current international
transactions. Although the PRC controls the rate of exchange for the Renminbi, a
devaluation or free market valuation could impair the Joint Venture's ability to
make payments for products sold or services rendered. In the PRC, we expect to
continue to reinvest all monies earned as net income of the joint venture for
the foreseeable future. The PRC may restrict the payments under the Joint
Venture. As a result, we might not be able to receive distributions from the
Joint Venture in the future even if they are needed to meet obligations of our
business or would be better employed in uses of our business outside of the PRC.
INTEREST RATES
We have invested and expect to invest excess funds in money market
accounts in U.S. financial institutions. Currently, we have no outstanding
borrowings but expect to sign financing agreements during the second calendar
quarter of 2000. We expect that these loans will be in the form of a term loan
at a fixed interest rate and a short term loan which will fluctuate with the
LIBOR rate. We do not currently plan to hedge against the fluctuation in LIBOR.
COMMODITY PRICING
We do not hedge against price fluctuation in the commodities used in
the manufacturing of its product. We will reevaluate this policy as needed
commensurate with the risk inherent in the business.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements and Supplementary Data of the Company are listed under
Part IV, Item 14, in this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
32
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The following table sets forth information with respect to our
executive officers, directors and certain key employees:
EXECUTIVE OFFICERS, DIRECTORS AND OTHER KEY EMPLOYEES
DIRECTORS AND OFFICERS
NAME AGE POSITION
---- --- --------
Robert L. Kanode 49 President, Chief Executive Officer and Director
Allen Charkey 58 Executive Vice President, Chief Operating
Officer and Director
Gregory W. Schulte 33 Chief Financial Officer, Treasurer and Secretary
Jerry D. Leitman 57 Chairman
Warren D. Bagatelle 61 Director
Robert Gable 69 Director
James D. Gerson 56 Director
John H. Gutfreund 70 Director
Thomas L. Kempner 72 Director
William A. Lawson 66 Director
ROBERT L. KANODE has been our President, Chief Executive Officer and a director
since April 1999. Prior to joining us, Mr. Kanode served as President of Varta
Batteries North America, a battery manufacturer, from 1995 to 1999. Mr. Kanode
also held numerous positions with IBM, including the IBM ThinkPad team and other
permanent and consulting positions focused on electronic manufacturing and
operations.
ALLEN CHARKEY has been a director since our formation and Executive Vice
President and Chief Operating Officer since October 1998. He joined FuelCell in
1970 and held various positions at FuelCell and was Vice President of the
Battery Group from January 1997 until October 1998. Prior to joining FuelCell,
Mr. Charkey was employed by Yardney Electric Corporation, a battery
manufacturer, from 1963 to 1970 as a battery scientist.
GREGORY W. SCHULTE has been our Chief Financial Officer, Treasurer and Secretary
since February 2000 and was our Controller from September 1999 through January
2000. Mr. Schulte is a certified public accountant. Mr. Schulte was previously
Manager of Planning and Analysis for Quest Diagnostics Corporation, a clinical
laboratory, from 1998 to 1999. Prior to that, Mr. Schulte was a Senior Business
Analyst at Bic Corporation, a consumer products company, from 1997 to 1998. Mr.
Schulte was a senior accountant at GTE Corporation, a provider of telephone
communications services, from 1995 to 1997.
JERRY D. LEITMAN has been our Chairman since our formation. He has been
President, Chief Executive Officer and a Director of FuelCell since August 1997.
Mr. Leitman was previously President of ABB Asea Brown Boveri's global air
pollution control businesses from 1992 to 1995. Prior to joining ABB, Mr.
Leitman was Group Executive Vice President of FLAKT AB, a Swedish multinational,
responsible for FLAKT's worldwide industrial businesses from 1989 to 1992. Mr.
Leitman is also a director and a member of the Audit Committee of Esterline
Technologies Inc., a manufacturer serving the aerospace and defense markets.
33
WARREN D. BAGATELLE has been a director since September 1998. He has been a
Managing Director of Loeb Partners Corporation, a financial services company,
and a general partner of Loeb Investors Co. LXXV, an affiliate of Loeb Partners
Corporation, an investment company, since 1988. Mr. Bagatelle is a director of
FuelCell.
ROBERT GABLE has been a director of the Company since November 1999. He was
chairman of the board and chief executive officer of Unitrode Corporation, a
manufacturer of power source and battery control technology, between 1990 and
1998.
JAMES D. GERSON has been a director of the Company since September 1998. He has
been a Vice President of Fahnestock & Co., Inc., a financial services company,
since March 1993. Mr. Gerson also serves as a director of FuelCell, Ag Services
of America, Inc., a company financing farm inputs, and American Power Conversion
Corp., a company producing uninterruptible power supplies.
JOHN H. GUTFREUND has been a director since January 2000. He is the former
Chairman and Chief Executive Officer of Salomon Brothers Inc. and former Vice
Chairman of the New York Stock Exchange. He is President of Gutfreund & Company,
Inc., an investment banking and consulting firm. He is also a director of AMBI,
Inc., a manufacturer of nutrition products; Ascent Assurance, Inc., an insurance
holding company; Baldwin Piano & Organ Company, Inc., a musical instruments
company; Foamex International, Inc., a manufacturer of plastic foam products;
LCA-Vision, Inc., a provider of services to outpatient eye surgery facilities;
and Universal Bond Fund.
THOMAS L. KEMPNER has been a director since September 1998. He has been Chairman
and Chief Executive Officer of Loeb Partners Corporation since 1979 and a
general partner of Loeb Investors Co. LXXV, an affiliate of Loeb Partners
Corporation, an investment company. Mr. Kempner is a director of Alcide
Corporation, an agricultural products company, IGENE Biotechnology, Inc., a
microbiology products company, Intermagnetics General Corporation, CCC
Information Services Group, Inc., a claims management company, Insight
Communications Company, Inc., a cable television systems operation, and Roper
Starch Worldwide, Inc. and director emeritus of Northwest Airlines, Inc. Mr.
Kempner is a director of FuelCell and was the Chairman of the Board of Directors
of FuelCell from March 1992 to August 1997.
WILLIAM A. LAWSON has been a director since September 1998. He has been
President of W.A. Lawson Associates, an industrial and financial consulting
firm, since 1987. Mr. Lawson is Chairman of the Board of Directors of Newcor,
Inc., a manufacturer of automotive parts, and Mr. Lawson was the Chairman and
Chief Executive Officer of Bernal International Inc. (formerly, Atlantic Eagle
Inc.) a manufacturer of rotary dies and equipment for the folding carton
industry, from 1997 to 1999. Mr. Lawson is a director of FuelCell.
KEY EMPLOYEES
GLEN V. BOWLING has been our Vice President of Marketing and Sales since 1999
and our Director of Marketing and Sales since 1998. Prior to joining us, he was
Vice President of Sales for the Saft Lithium and Military Battery Division of
the Saft Group from 1997 to 1998, responsible for worldwide sales. From 1991 to
1997, he was Director of Sales and Marketing for the Lithium Battery Division in
Valdese, NC, where he was responsible for all commercial activities for the
facility.
DR. CHAO MING HUANG has been our Vice President of Far East Operations since
July 1999 and has served as a director of Xiamen Three Circles Battery
Corporation since its formation in August 1998 and General Manager since January
1999. He joined FuelCell in 1994 where he held various positions, including
Director for Advanced Materials Research.
34
CLASSIFICATION OF THE BOARD AND BOARD COMMITTEES
Our Board of Directors has recently been divided into three classes.
Each Board member will be elected for a term of three years. Currently, it is
intended that Messrs. Kempner and Lawson be elected at the annual meeting of
shareholders to be held May 2000 for terms expiring in 2003. The terms of
Messrs. Bagatelle, Gerson and Gable will expire in 2001 and the terms of Messrs.
Leitman, Charkey, Kanode and Gutfreund will expire in 2002.
Our Board has established an audit committee and a compensation
committee. Our audit committee consists of three independent Directors.
Currently, our audit committee consists of Messrs. Bagatelle (Chairman), Lawson
and Gerson. The audit committee selects the firm of independent accountants that
will audit our financial statements, reviews the scope and result of the audit
and other services provided by our independent auditors and reviews and
evaluates our internal control functions.
Our compensation committee consists of at least three disinterested
Directors who are non-employee directors. Currently, our compensation committee
consists of Messrs. Lawson (Chairman) and Gerson and the Board must appoint a
third Director. The compensation committee reviews, approves and recommends to
the Board of Directors the terms and conditions of incentive bonus plans
applicable to corporate officers and key management personnel, reviews and
approves the annual salary of our chief executive officer, and administers our
1998 Equity Incentive Plan.
DIRECTOR COMPENSATION
Prior to April 1, 2000, we paid an annual retainer of $12,000 to each
director who was not an employee of the Company. Effective April 1, we will pay
each non-employee director an annual retainer of $10,000 and an option to buy
4,000 shares of our common stock at the fair market value on the day the option
is granted. The options vest over four years. The Chairman and each committee
chair are paid an extra $4,000 and $2,000, respectively. We reimburse each
non-employee director for out-of-pocket expenses incurred in connection with
attending board meetings.
Pursuant to an Option Agreement entered into by FuelCell and Mr.
Leitman in 1997, FuelCell granted to Mr. Leitman options to acquire 375,000
shares of FuelCell common stock. In connection with our spin-off from FuelCell,
we have agreed to issue to Mr. Leitman one share of our common stock for every
2.25 shares of FuelCell common stock which he purchases pursuant to his exercise
of the FuelCell options. The FuelCell options began to vest in August 1998 in an
initial installment of 150,000 shares and annual installments of 75,000 shares
thereafter and will become fully vested in August 2001. FuelCell and we have
agreed to allocate the exercise price of the FuelCell options between us based
upon the relative fair market values of the FuelCell common stock and our common
stock at the time of exercise.
We have also granted Mr. Leitman in January 1999 an option to acquire
166,666 shares of our common stock exercisable at $3.00 per share. This option
is exercisable to acquire 66,666 vested shares of our common stock and 100,000
restricted shares. Of the restricted shares, 33,333 shares have vested as of the
date of this report, an additional 33,333 shares will vest in August 2000, and
the balance will vest in August 2001. Mr. Leitman exercised this option in March
1999 by issuing to us a nonrecourse note in the amount of $300,000, the total
exercise price of the shares. The note is payable in equal installments on the
remaining vesting dates. Until the applicable installment of the note is paid,
the shares will remain restricted. In the event the note is not fully paid by
August 4, 2001, the shares for which payment has not been made will be forfeited
to us for no consideration.
35
We have also agreed to register, under the Securities Act, the shares
of common stock to be issued to Mr. Leitman pursuant to the exercise of these
options.
Messrs. Gable and Gutfreund were each granted 20,000 options at the time
they joined the Board of Directors. It is the Company's intention to grant
future Board members 20,000 options each when they join the Board of Directors.
ITEM 11. EXECUTIVE COMPENSATION
The table below sets forth information concerning the compensation we
paid to our chief executive officer and the other executive officer whose salary
and bonus exceeded $100,000 in 1999.
SUMMARY COMPENSATION TABLE
Long-term
Compensation
------------
Name and Securities All Other
Principal Underlying Compensation
Position Year Salary ($) Bonus ($) Options (#) ($)
-------- ---- ---------- --------- ----------- -----------
Robert L. Kanode(1)
President and 1999 $187,512 $ 20,000 200,000 $ 1,154(3)
Chief Executive
Officer
Allen Charkey(2)
Executive Vice 1999 150,000 25,500 -- 5,850(3)
President and 1998 122,512 18,000 66,666 14,500(3)
Chief Operating 1997 116,168 9,000 -- 11,265(3)
Officer
(1) Mr. Kanode joined us as President and Chief Executive Officer on April 5,
1999.
(2) Includes compensation received as an employee of FuelCell prior to February
16, 1999.
(3) Represents employer contributions to qualified pension plans. In November
1999 we adopted a Section 401(k) Plan. Prior to the spin-off, Mr. Charkey
received benefits from the FuelCell Defined Contribution Pension Plan and
employer contributions to the FuelCell Section 401(k) Plan.
OPTION GRANTS IN LAST YEAR
The following table sets forth information regarding options granted in
the year ended December 31, 1999 to the executive officers named in the Summary
Compensation Table above. Amounts represent the hypothetical gains that could be
achieved from the respective options if exercised at the end of the option term.
These gains are based on assumed rates of stock appreciation, mandated by the
rules of the Securities and Exchange Commission, of 5% and 10% compounded
annually from the date the respective options were granted to their expiration
date based upon the grant price.
36
Individual Grants
-----------------------------------------------------
Number of Potential Realizable
Shares Value at Assumed
Underlying Percentage of Exercise Annual Rates of Stock
Options Total Options Price Expiration Price Appreciation for
Name Grant (#) Granted ($/Share) Date Option Term
---- --------- ------- --------- ---- -----------
5% ($) 10% ($)
------ -------
Robert L. Kanode 200,000(a) 43.8% $3.00 3/23/09 $337,337 $956,245
Allen Charkey -- -- -- -- -- --
(a) Options vest equally over four years beginning on March 23, 2000.
1999 YEAR-END OPTION VALUES
The following table contains information about the aggregate value of
the unexercised options for our common stock that were held at the end of 1999
by the executive officers named in the Summary Compensation Table above. No
options were exercised by these officers in 1999.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at 12/31/99 12/31/99
---------------------------- ----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
Robert L. Kanode -- 200,000 $ -- $1,875,000
Allen Charkey 33,333 33,333 312,470 312,470
EMPLOYMENT, CHANGE OF CONTROL AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
We have entered into an employment agreement with Robert L. Kanode, our
President and Chief Executive Officer. Pursuant to the agreement, Mr. Kanode
receives a minimum annual salary of $250,000 and a bonus of up to 40% of his
annual salary based on performance objectives established by the Compensation
Committee of the Board of Directors. Mr. Kanode will receive continued salary
and benefits for a period of one year if we terminate his employment without
cause. Mr. Kanode also holds options to purchase 200,000 shares of common stock
at $3.00 per share, of which 25% vest each year in four annual installments. If
we experience a change of control, all of the options will automatically vest.
We have also entered into an employment agreement with Allen Charkey,
our Executive Vice President and Chief Operating Officer. Pursuant to the
agreement, Mr. Charkey receives an annual salary of $150,000. Mr. Charkey will
receive continued salary and benefits for a period of one year if we terminate
his employment without cause. Mr. Charkey also holds options to purchase 66,666
shares of common stock at $3.00 per share. Of these options, 33,333 vest in 1999
and the balance vest over the subsequent two years. If we experience a change of
control, 100% of the options will automatically vest.
37
STOCK OPTION PLAN
Our Board of Directors has adopted the 1998 Stock Option Plan. The Plan
provides for the issuance of options to purchase up to 600,000 shares of common
stock, all of which have been granted to our officers, key employees and
Directors, of which options to purchase 177,334 shares have been exercised. An
additional 172,000 options have been awarded by the Board subject to shareholder
ratification of an increase in the number of options available under the Plan.
Our management intends to recommend to the Board of Directors, subject to
ratification by our shareholders, that the number of options under the Plan be
increased to 1,300,000. Under the terms of the Plan, the Board of Directors is
authorized to grant incentive stock options and nonqualified options and stock
appreciation rights to our officers and key employees and may grant nonqualified
options and stock appreciation rights to members of the Board of Directors and
consultants.
The transferability of stock options granted under the Plan is
restricted. The Plan states that the option exercise price shall be fixed by the
Board of Directors but, in the case of incentive stock options, shall not be
granted at an exercise price less than 100% of the fair market value of the
shares subject to the option on the date the option is granted. The Board
determines the vesting restrictions applicable to each grant under the Plan.
Except for Mr. Charkey, all stock options that have been granted under the Plan
to date are exercisable commencing one year after grant at the rate of 25% each
year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of our common stock as of March 26, 2000 by:
o Each shareholder known by us to beneficially own more than 5% of
our outstanding common stock;
o Each of our executive officers;
o Each of our directors; and
o All directors and executive officers as a group.
A person has beneficial ownership of shares if the individual has the
power to vote or dispose of shares. This power can be exclusive or shared,
direct or indirect. In addition, a person beneficially owns shares underlying
options or warrants that are presently exercisable or will become exercisable
within 60 days of March 26, 2000, and shares to be acquired upon conversion of
our preferred stock. These shares are considered to be outstanding for the
purpose of calculating the percentage of outstanding shares of our common stock
owned by a particular shareholder but are not considered to be outstanding for
the purpose of calculating the ownership percentage of any other person.
Applicable percentage ownership in the following table is based on 5,733,258
shares of common stock outstanding as of March 26, 2000. Except as otherwise
noted, to our knowledge, the shareholders named in the table have sole voting
and investment power for all shares shown as beneficially owned by them.
38
Number of Percentage of
Name Shares Shares
- ---- ------ ------
Warren D. Bagatelle(1) 714,372 12.5%
c/o Loeb Investors Co.
LXXV
61 Broadway
New York, NY 10006
James D. Gerson(2) 748,303 12.8%
c/o Fahnestock and Co.
780 3rd Avenue
New York, NY 10017
Thomas L. Kempner(1) 528,216 9.2%
c/o Loeb Investors Co.
LXXV.
61 Broadway
New York, NY 10006
Loeb Investors Co. LXXV(1) 528,216 9.2%
61 Broadway
New York, NY 10006
Jerry D. Leitman(3) 266,666 4.6%
Robert L. Kanode(4) 58,764 1.0%
William A. Lawson 51,220 *
Allen Charkey(5) 33,333 *
John H. Gutfreund(6) 11,273 *
Robert Gable(7) 6,000 *
Gregory W. Schulte -- *
All directors and executive 1,889,930 31.1%
officers as a group
(10 Persons)
- -----------------
* Less than one percent.
(1) Messrs. Bagatelle and Kempner, by virtue of being general partners of Loeb
Investors Co. LXXV, may each be deemed to beneficially own the shares of
Loeb Investors Co. LXXV. Each of Mr. Kempner and Mr. Bagatelle is a member
of a group, as that term is used in Section 13(d) of the Exchange Act,
which group, in the aggregate, owns 528,216 shares of common stock.
(2) Mr. Gerson's shareholdings include 71,078 shares held by his wife as
custodian for two children (of which 22,545 shares are issuable upon
conversion of Series A Preferred Stock and exercise of related warrants).
Also includes 21,064 shares held by a private foundation, of which Mr.
Gerson is President and a Director. Mr. Gerson disclaims beneficial
ownership of the securities held by his wife and of the private foundation.
Mr. Gerson also holds 122,545 shares (of which 22,545 are issuable upon
conversion of Series A Preferred Stock and exercise of elated warrants) in
a company in which he is Chairman. Mr. Gerson's other holdings also include
90,182 shares issuable upon conversion of Series A Preferred Stock and
exercise of related warrants.
39
(3) Includes 100,000 shares which may be acquired upon exercise of options
within 60 days.
(4) Includes 50,000 shares which may be issued upon exercise of options and
6,764 shares which may be issued upon conversion of Series A Preferred
Stock and exercise of related warrants.
(5) Represents shares which may be issued upon exercise of options within 60
days.
(6) Represents 11,273 shares which may be issued upon conversion of Series A
Preferred Stock and related warrants.
(7) Represents shares held by his wife as to which he disclaims beneficial
interest.
40
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A number of our directors are also directors of, and have a significant
investment in, FuelCell. Accordingly, these directors may be deemed to have an
indirect interest in certain transactions with us because of their relationship
with FuelCell.
We entered into certain agreements with FuelCell, including a
distribution agreement, a tax sharing agreement, a services agreement and the
License Assistance Agreement for the purpose of defining our ongoing
relationship with FuelCell and to provide certain services during the
transition. The Distribution Agreement provides for the transfer of the business
and principal assets of the battery business group to us and the assumption by
us of certain liabilities and obligations relating to that business.
The tax sharing agreement defines the rights and obligations of
FuelCell and us with respect to filing of returns, payments, deficiencies and
refunds of federal, state and other income, franchise or certain other taxes
relating to our operations after the spin-off. The tax sharing agreement is
intended to allocate the tax liability of FuelCell between FuelCell and us as if
we were separate taxable companies.
The services agreement sets forth the terms under which FuelCell
provides to us certain management and administrative services, as well as the
use of certain office, research and development and manufacturing and support
facilities and services. We paid FuelCell $378,000 under this agreement in the
fiscal year ended October 31, 1999 and $67,000 for the two months ended December
31, 1999.
The License Assistance Agreement is intended to transfer to us
FuelCell's benefits and obligations to us under the Joint Venture contract and
the Three Circles License Agreement while together we seek formal approval for
that transfer. The License Assistance Agreement provides that we will provide
the services and assistance necessary to effectively fulfill, on behalf of
FuelCell, all of FuelCell's obligations under the Joint Venture contract and the
Three Circles License Agreement. In exchange for our assuming all of the
obligations and benefits of these arrangements, FuelCell has also agreed to act
according to our instructions in connection with matters of Joint Venture
governance and agreed not to permit the amendment of the related documents
without our consent.
In February 1999, we borrowed $300,000 from FuelCell for working
capital and capital expenditures. This loan was secured by all of our assets. We
borrowed an additional $1.6 million from a bank, which was guaranteed by
FuelCell. These loans were repaid in April 1999.
In March 1999, Jerry D. Leitman, our Chairman, exercised options for
100,000 shares of our common stock at $3.00 per share by issuing to us a
nonrecourse, non-interest-bearing note in the original principal amount of
$300,000 payable in equal installments through 2001. No principal payments have
yet been made on this note. If this note is not paid, Mr. Leitman's shares will
be forfeited.
In December 1999, James Gerson and John Gutfreund, each a director, and
a retirement plan for Robert Kanode, our President and a director, bought
20,000, 2,000 and 1,200 shares of Series A Preferred Stock and accompanying
warrants at $25.00 per share. For a description of the Series A Preferred Stock
and Warrants, see "Description of Capital Stock."
Loeb Partners Corporation, an affiliate of Thomas Kempner and Warren
Bagatelle, each a director, received $174,000 as standby underwriter in
connection with our 1999 rights offering.
41
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
(A) (1) FINANCIAL STATEMENTS
--------------------
1) Independent Auditors' Report
KPMG LLP (See page F-2, hereof.)
2) Balance Sheets - December 31, 1999, October 31, 1999 and October 31,
1998 (See page F-3 hereof.)
3) Statement of Income (Loss) for the Two Months ended December 31, 1999
and 1998 and Years ended October 31, 1999, 1998 and 1997 (See page F-4,
hereof.)
4) Statement of Changes in Shareholders' Equity for the Two Months ended
December 31, 1999 and the Years ended October 31, 1999, 1998 and 1997
(See page F-5, hereof.)
5) Statements of Cash Flows for the Two Months ended December 31, 1999 and
1998 and the Years ended October 31, 1999, 1998 and 1997 (See page F-6,
hereof.)
6) Notes to Financial Statement (See pages F-7 through F-17, hereof.)
(A) (2) FINANCIAL STATEMENT SCHEDULES
-----------------------------
Supplement schedules are not provided because of the absence of conditions under
which they are required or because the required information is given in the
financial statements or notes thereto.
42
(A) (3) EXHIBITS
--------
(A) (3) EXHIBITS TO THE 10-K
----------------------------
Exhibit No. Description
- ----------- -----------
3.1 Form of Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to exhibit of the same number
contained in the Company's SB-2/A Amendment 2 dated February 9,
1999).
3.2 Certificate of the Designation, Powers, Preference and Rights of
the Series A Cumulative Convertible Preferred Stock, the Series
A-1 Cumulative Convertible Preferred Stock and the Series B
Cumulative Convertible Preferred Stock (incorporated by reference
to exhibit of the same number contained in the Company's S-3
dated March 23, 2000).
3.3 Form of Warrant issued to holders of Series A Preferred Stock and
placement agent, dated December 16, 1999(incorporated by
reference to exhibit of the same number contained in the
Company's S-3 dated March 23, 2000).
3.4 Form of Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.2 contained in the Company's SB-2/A
Amendment 2 dated February 9, 1999).
4.1 Form of Specimen Stock Certificate (incorporated by reference to
exhibit of the same number contained in the Company's SB-2/A
Amendment 2 dated February 9, 1999).
4.2 Registration Rights Agreement dated December 16, 1999
(incorporated by reference to exhibit of the same number
contained in the Company's S-3 dated March 23, 2000).
10.1 Sales Agency Agreement, dated December 16, 1999, between Burnham
Securities Inc. and the Company (incorporated by reference to
exhibit of the same number contained in the Company's S-3 dated
March 23, 2000).
10.10 Distribution Agreement between the Company and FuelCell.
(incorporated by reference to exhibit 10.1 contained in the
Company's SB-2/A Amendment 2 dated February 9, 1999).
10.11 Services Agreement between the Company and FuelCell.
(incorporated by reference to exhibit 10.2 contained in the
Company's SB-2/A Amendment 2 dated February 9, 1999).
43
Exhibit No. Description
- ----------- -----------
10.12 License Assistance Agreement between the Company and FuelCell.
(incorporated by reference to exhibit 10.3 contained in the
Company's SB-2/A Amendment 2 dated February 9, 1999).
10.13 Tax Sharing Agreement between the Company and FuelCell.
(incorporated by reference to exhibit 10.4 contained in the
Company's SB-2/A Amendment 2 dated February 9, 1999).
10.20 Evercel, Inc. 1998 Equity Incentive Plan (incorporated by
reference to exhibit 10.5 contained in the Company's SB-2/A
Amendment 2 dated February 9, 1999).
10.30 Employment Agreement between Evercel, Inc. and the President and
Chief Executive Officer, dated March 23, 1999 (incorporated by
reference to exhibit 10.4 contained in the Company's SB-2/A
Amendment 2 dated February 9, 1999).
10.31 Employment Agreement between Evercel, Inc. and the Executive
Vice-President and Chief Operating Officer. (incorporated by
reference to exhibit 10.91 contained in the Company's SB-2/A
Amendment 2 dated February 9, 1999).
10.40 **Technology Transfer and License Agreement between the Fuel Cell
Energy (formerly Energy Research Corporation) and the Joint
Venture owned jointly by the Xiamen Daily-Used Chemicals Co.,
Ltd. of China and Nan Ya Plastics Corporation of Taiwan, dated
February 21, 1998 (incorporated by reference to exhibit 10.6
contained in the Company's SB-2/A Amendment 2 dated February 9,
1999).
10.41 **Technology Transfer and License Contract, dated May 29, 1998
Ni-Zn Battery Technology among Xiamen-ERC Battery Corp., Ltd. and
Xiamen Daily-Used Chemicals Co., Ltd. and the Company
(incorporated by reference to exhibit 10.7 contained in the
Company's SB-2/A Amendment 2 dated February 9, 1999).
10.42 **Cooperative Joint Venture Contract, dated as of July 7, 1998,
between Xiamen Three Circles Co., Ltd. and the Fuel Cell Energy
Corporation (formerly Energy Research Corporation) for the
establishment of Xiamen Three Circles-FCE Battery Corp., Ltd.,
Sino Foreign Manufacturing Joint Venture (incorporated by
reference to exhibit 10.8 contained in the Company's SB-2/A
Amendment 2 dated February 9, 1999).
23.1 Consent of KPMG LLP
27 Financial data schedule
** Confidential treatment has been granted for portions of this document.
44
INDEX TO FINANCIAL STATEMENTS
PAGE
Independent Auditors' Report F-2
Balance Sheets - December 31, 1999 and October 31, 1999
and 1998 F-3
Statements of Income (Loss) for the Two Months ended
December 31, 1999 and 1998 and the Years ended October
31, 1999, 1998 and 1997 F-4
Statements of Changes in Shareholders' Equity for the Two
Months ended December 31, 1999 and the Years ended
October 31, 1999, 1998 and 1997 F-5
Statements of Cash Flows for the Two Months ended
December 31, 1999 and 1998 and the Years ended October
31, 1999, 1998 and 1997 F-6
Notes to Financial Statements F-7
F-1
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Evercel, Inc.:
We have audited the accompanying balance sheets of Evercel, Inc. as of December
31, 1999 and October 31, 1999 and 1998, and the related statements of income
(loss), changes in shareholders' equity and cash flows for the two months ended
December 31, 1999 and for each of the years in the three-year period ended
October 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Evercel, Inc. as of December
31, 1999 and October 31, 1999 and 1998 and the results of their operations and
their cash flows for the two months ended December 31, 1999 and for each of the
years in the three-year period ended October 31, 1999, in conformity with
generally accepted accounting principles.
/s/ KPMG LLP
- -----------------
KPMG LLP
March 13, 2000
Stamford, CT
F-2
EVERCEL, INC.
BALANCE SHEETS
(DOLLARS IN THOUSANDS)
December 31, October 31, October 31,
ASSETS 1999 1999 1998
------ ------------ ----------- -----------
Current assets:
Cash and cash equivalents $ 6,117 $ 1,820 $ 1
Accounts receivable 193 214 17
Inventories 159 192 --
Other current assets 35 56 --
-------- ------- ------
Total current assets 6,504 2,282 18
Property, plant and equipment, net 2,289 1,991 825
Other assets, net 17 17 333
-------- ------- ------
TOTAL ASSETS $ 8,810 $ 4,290 $1,176
======== ======= ======
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Notes payable $ -- $ -- $ 603
Accounts payable 391 538 53
Accrued liabilities 351 473 97
-------- ------- ------
Total current liabilities 742 1,011 753
Shareholders' equity:
Preferred Stock ($0.01 par value); 1,000,000
shares authorized: 264,000 issued and
outstanding at December 31, 1999 (with
cumulative dividends at 8%) 3 -- --
Common Stock ($0.01 par value); 10,000,000
shares authorized: 5,722,090 issued and
outstanding at December 31, 1999 and
October 31, 1999 57 57 --
Additional paid-in-capital 14,084 7,978 --
Note receivable from shareholder (300) (300) --
Accumulated deficit (5,776) (4,456) --
Net assets of Battery Group -- -- 423
-------- ------- ------
Total shareholders' equity 8,068 3,279 423
-------- ------- ------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 8,810 $ 4,290 $1,176
======== ======= ======
The accompanying notes are an integral part of the
financial statements.
F-3
EVERCEL, INC
STATEMENTS OF INCOME (LOSS)
TWO MONTHS ENDED DECEMBER 31, 1999 AND 1998, AND
YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Two Months Ended Years Ended
------------------------------ ----------------------------------------------
December 31, December 31, October 31, October 31, October 31,
1999 1998 1999 1998 1997
----------- ----------- ----------- ----------- -----------
(Unaudited)
Revenues $ 13 $ -- $ 196 $ 438 $ 436
Cost and expenses:
Cost of revenues 220 -- 694 87 98
Administrative and selling expenses 636 208 2,244 1,805 268
Depreciation & amortization 54 8 181 45 40
Research and development 451 391 2,449 1,832 897
----------- ----------- ----------- ----------- -----------
Total operating costs and expenses 1,361 607 5,568 3,769 1,303
----------- ----------- ----------- ----------- -----------
Loss from operations (1,348) (607) (5,372) (3,331) (867)
Interest income, net 28 -- 90 -- --
Equity in net loss of affiliate -- -- (36) -- --
Other expense -- -- (3) -- --
----------- ----------- ----------- ----------- -----------
Loss before income tax benefit (1,320) (607) (5,321) (3,331) (867)
Income tax benefit -- (249) (360) (1,006) (295)
----------- ----------- ----------- ----------- -----------
Net loss (1,320) (358) (4,961) (2,325) (572)
Preferred stock dividends (22) -- -- -- --
----------- ----------- ----------- ----------- -----------
Net loss - common shareholders $ (1,342) $ (358) $ (4,961) $ (2,325) $ (572)
=========== =========== =========== =========== ===========
Basic and diluted loss per share $ (0.23) $ (0.13)(b) $ (1.11) $ (0.84)(b) $ (0.21)(b)
=========== =========== =========== =========== ===========
Basic and diluted shares outstanding 5,722,090(a) 2,778,000(b) 4,456,538 2,778,000(b) 2,778,000(b)
=========== =========== =========== =========== ===========
(a) Due to losses we have incurred, dilutive instruments, consisting
of shares of Series A Preferred Stock, options and warrants, have been
excluded from diluted shares. At December 31, 1999, there were 264,000
shares of Series A Preferred Stock convertible into 960,000 shares of
common stock, related warrants exercisable for 595,268 shares of common
stock and options exercisable for 627,098 shares of common stock.
(b) Represents the pro forma loss per share and shares assumed to be
outstanding based on the number of shares outstanding immediately after our
spin-off from FuelCell.
The accompanying notes are an integral part of the financial statements.
F-4
EVERCEL, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
TWO MONTHS ENDED DECEMBER 31, 1999, AND
YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997
(DOLLARS IN THOUSANDS)
Net
Note assets
Common Stock Preferred Stock Additional receivable of Total
--------------- --------------- paid-in Accumulated from Battery shareholders'
Shares Amount Shares Amount capital deficit shareholder Group equity
------ ------ ------ ------ ------- ------- ----------- ----- ------
Balance at October
31, 1996 -- $-- -- $-- $ -- $ -- $-- $ 111 $ 111
Net loss -- -- -- -- -- -- -- (572) (572)
Contribution from
FuelCell -- -- -- -- -- -- -- 672 672
--------- --- ------- --- -------- ------- ----- ------- -------
BALANCE AT OCTOBER
31, 1997 -- -- -- -- -- -- -- 211 211
Net loss -- -- -- -- -- -- -- (2,325) (2,325)
Contribution from
Fuel Cell -- -- -- -- -- -- -- 2,537 2,537
--------- --- ------- --- -------- ------- ----- ------- -------
BALANCE AT OCTOBER
31, 1998 -- -- -- -- -- -- -- 423 423
Net intercompany
activity -- -- -- -- -- -- -- 96 96
Net loss pre-spin -- -- -- -- -- -- -- (505) (505)
Common stock
issued 2,777,712 28 -- -- (14) -- -- (14) --
Stock issued under
rights offering 2,777,712 28 -- -- 7,493 -- -- -- 7,521
Stock options
exercised 166,666 1 -- -- 499 -- (300) -- 200
Net loss post
spin-off -- -- -- -- -- (4,456) -- -- (4,456)
--------- --- ------- --- -------- ------- ----- ------- -------
BALANCE AT OCTOBER
31, 1999 5,722,090 57 -- -- 7,978 (4,456) (300) -- 3,279
Preferred stock
issued -- -- 264,000 3 6,128 -- -- -- 6,131
Net loss -- -- -- -- -- (1,320) -- -- (1,320)
Preferred stock
dividends -- -- -- -- (22) -- -- -- (22)
--------- --- ------- --- -------- ------- ----- ------- -------
BALANCE AT
DECEMBER 31, 1999 5,722,090 $57 264,000 $ 3 $ 14,084 $(5,776) $(300) $ -- $ 8,068
========= === ======= === ======== ======= ===== ======= =======
The accompanying notes are an integral part
of the financial statements.
F-5
EVERCEL, INC.
STATEMENTS OF CASH FLOWS
TWO MONTHS ENDED DECEMBER 31, 1999 AND 1998 AND
YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997
(DOLLARS IN THOUSANDS)
Two Months Ended Years Ended
-------------------------- ----------------------------------------
December 31, December 31, October 31, October 31, October 31,
1999 1998 1999 1998 1997
------------ ------------ ----------- ----------- -----------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,320) $(358) $(4,961) $(2,325) $(572)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH PROVIDED BY OPERATING
ACTIVITIES:
Depreciation and amortization 54 8 181 45 40
(Increase) decrease in operating
assets:
Accounts receivable 21 (19) (197) 16 9
Inventories 33 (102) (192) -- --
Other current assets -- -- (56) 42 (42)
Increase (decrease) in operating
liabilities:
Accounts payable (147) 61 485 36 12
Accrued liabilities (144) 12 376 32 1
Other, net 21 (65) 290 (332) --
------- ----- ------- ------- -----
Net cash used in operating activities (1,482) (463) (4,074) (2,486) (552)
------- ----- ------- ------- -----
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (352) (177) (1,321) (652) (120)
------- ----- ------- ------- -----
Net cash used in investing activities (352) (177) (1,321) (652) (120)
------- ----- ------- ------- -----
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from FuelCell -- 218 -- 603 --
Repayment to FuelCell -- -- (603) -- --
Proceeds from common stock issued -- -- 7,721 -- --
Proceeds from preferred stock issued 6,131 -- -- -- --
Contributions from FuelCell -- 422 96 2,536 672
------- ----- ------- ------- -----
Net cash provided by financing
activities 6,131 640 7,214 3,139 672
------- ----- ------- ------- -----
Net increase in cash and cash
equivalents 4,297 -- 1,819 1 --
Cash and cash equivalents - beginning
of period 1,820 1 1 -- --
------- ----- ------- ------- -----
Cash and cash equivalents - end of
period $ 6,117 $ 1 $ 1,820 $ 1 $ --
======= ===== ======= ======= =====
CASH PAID DURING THE PERIOD FOR:
Interest $ -- $ -- $ 18 $ -- $ --
The accompanying notes are an integral part of
the financial statements.
F-6
EVERCEL, INC.
Notes to Financial Statements
December 31, 1999, October 31, 1999 and October 31, 1998
(dollars in thousands except per share amounts)
(1) BASIS OF PRESENTATION
On October 6, 1999, the Board of Directors voted to change the fiscal year end
of Evercel, Inc. (the "Company") from October 31 to December 31. The
accompanying financial statements represent the financial position and results
of operations of the Company as of and for the two months ended December 31,
1999; the financial position of the Company at October 31, 1999 and the results
of operations of the Battery Group of FuelCell Energy, Inc. ("FuelCell") for the
period from November 1, 1998 through February 21, 1999 and the results of
operations of the Company from February 22, 1999 through October 31, 1999; the
financial position and the results of operations of FuelCell's Battery Group as
of and for the two months ended December 31, 1998 (unaudited); the financial
position and results of operations of FuelCell's Battery Group as of and for the
twelve months ended October 31, 1998; and the results of operations of Fuel
Cell's Battery Group for the twelve months ended October 31, 1997.
Comparative amounts for the two months ended December 31, 1998 are unaudited. In
the opinion of management, the information presented in the unaudited two month
statement reflects all adjustments necessary for a fair presentation of the
Company's results of operations for that period.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
- ------------------
The Company is engaged in the design and manufacture of innovative, patented
nickel-zinc rechargeable batteries, as well as the research and design of other
advanced battery technologies. The Company believes the nickel-zinc battery has
commercial applications in markets requiring long cycle life, light weight and
relative cost efficiency.
Spin-off from FuelCell Energy, Joint Ventures and License Agreements
- --------------------------------------------------------------------
On February 22, 1999, FuelCell effected a spin-off of the Company by
deconsolidating the financial statements of the Company and a Joint Venture from
its consolidated financial statements. As part of the spin-off of the Company,
FuelCell transferred capital assets (net), prepaid spin-off costs, accounts
receivable and short-term liabilities amounting to $1,228,000, $501,000, $36,000
and $1,096,000, respectively. FuelCell distributed to its shareholders in a
tax-free distribution one share of Evercel common stock for every three shares
of common stock of FuelCell held on the record date of February 22, 1999. On
April 5, 1999, the Company completed a rights offering of its shares at $3.00
per share and began trading on the Nasdaq Small Cap market and the Boston Stock
Exchange.
In February 1998, FuelCell entered into a the Nan Ya License Agreement with a
joint venture between Nan Ya Plastics Corporation of Taiwan, a Formosa Plastics
Group company, and Xiamen Three Circles Co., Ltd. of Xiamen, China for the use
of the Company's nickel-zinc batteries in electric and hybrid electric vehicles
in China, Taiwan, Hong Kong and Macao on an exclusive basis and for certain
other Southeast Asian countries on a non-exclusive basis. The license agreement
calls for the payment of $5.0 million in three stages and a royalty for the
exclusive and non-exclusive territories. The payments include $1.5 million
received by FuelCell in 1998, of which $1.3 million and $0.2 million,
respectively were
F-7
EVERCEL, INC.
Notes to Financial Statements
December 31, 1999, October 31, 1999 and October 31, 1998
(dollars in thousands except per share amounts)
recorded on FuelCell's financial statements in 1999 and 1998. A further $2.0
million is to be paid to the Company based on completion of cycle life testing
that was substantially achieved in December, 1999 and a final payment of $1.5
million to be paid to the Company upon completion of duplication of the battery
at its facilities in China. The Nan Ya License Agreement provides that the
Company has the right to invest the final payment in equity in the joint venture
manufacturing and sales organization formed between Nan Ya Plastics and Xiamen
Three Circles Co., Ltd.
In July 1998, FuelCell also entered into a Technology Transfer and License
Contract (the "Three Circles License Agreement") with Xiamen Three Circles-ERC
Battery Corp., Ltd. for the use of the Company's nickel-zinc batteries in
electric bicycles, scooters, three-wheel vehicles, off-road vehicles, and
miner's safety lamps in China on an exclusive basis and Southeast Asia on a
non-exclusive basis. The license included an initial payment to FuelCell of $3
million. In connection with the Three Circles License Agreement, FuelCell also
entered into a joint venture agreement with Xiamen Three Circles Co., Ltd., used
this $3.0 million as its initial investment in the joint venture and
subsequently contributed an additional $80,500 to receive a 50.5% share of the
joint venture called Xiamen Three Circle-ERC Battery Corp. (the "Joint
Venture"). Through December 31, 1999, the results of operations of the Joint
Venture are immaterial. Pursuant to the Three Circles License Agreement, the
Joint Venture must also pay the Company certain royalties based upon the net
sales of nickel-zinc batteries sold, leased or transferred in the applicable
territories. In addition the Joint Venture may sub-license the Company's
technology to third parties in China, Hong Kong, Taiwan and Macao on a
non-exclusive basis.
In accordance with a License Assistance Agreement entered into between the
Company and FuelCell, the Company has agreed to provide all services and
assistance necessary for it to effectively fulfill, on behalf of FuelCell, all
of the FuelCell's obligations under the Joint Venture and the related license
agreement until such time as FuelCell's obtains the approval from the Chinese
partner and appropriate Chinese governmental authority for the assignment of
such agreements to the Company. In return for such assistance, FuelCell will pay
to the Company and the Company will pay to FuelCell an amount equal to the sum
of all money, dividends, profits, reimbursements, distributions and payments
actually paid to FuelCell or paid by FuelCell in cash or in kind or otherwise
accruing to FuelCell pursuant to the Joint Venture contract and related license
agreement. All expenses and costs incurred by the Company in meeting the
obligations under the License Assistance Agreement shall be solely those of the
Company, and FuelCell shall not be liable for their payment. The Company
accounts for its involvement in the Joint Venture under the License Assistance
Agreement in a manner similar to the equity method of accounting as a result of
the fact that it does not have significant control over the Joint Venture.
Cash and Cash Equivalents
- -------------------------
Cash equivalents consist primarily of money market deposits with financial
institutions.
Inventories
- -----------
Inventories consist principally of raw materials and are stated at the lower of
cost or market.
F-8
EVERCEL, INC.
Notes to Financial Statements
December 31, 1999, October 31, 1999 and October 31, 1998
(dollars in thousands except per share amounts)
Property, Plant and Equipment
- -----------------------------
Property, plant and equipment are stated at cost, less accumulated depreciation
provided on the straight-line method over the estimated useful lives of the
respective assets. Leasehold improvements are amortized on the straight-line
method over the shorter of the estimated useful lives of the assets or the term
of the lease. When property is sold or otherwise disposed of, the cost and
related accumulated depreciation are removed from the accounts and any resulting
gain or loss is reflected in operations for the period.
Revenue Recognition
- -------------------
Revenue on product sales is recognized at the time of shipment.
Intellectual Property
- ---------------------
Intellectual property including patents and know-how is carried at no value.
Stock Option Plan
- -----------------
Statement of Financial Accounting Standard ("SFAS") No. 123, "Accounting for
Stock-Based Compensation," encourages entities to recognize as expense over the
vesting period the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 also allows entities to continue to apply the
provisions of APB Opinion No. 25 and provide pro forma net income and pro forma
earnings per share disclosures for employees stock option grants as if the
fair-value-based method defined in SFAS No. 123 had been applied. The Company
applies the recognition provisions of APB Opinion No. 25 and provides the pro
forma disclosure provisions of SFAS No. 123.
Earnings Per Share (EPS)
- ------------------------
Basic earnings per share are based upon the weighted average common shares
outstanding during the period. The Company has computed dilutive EPS without
consideration to potentially dilutive instruments due to the losses incurred by
the Company. If the Company had computed dilutive shares considering dilutive
instruments, the fully diluted shares outstanding would have been 7,940,456 at
December 31 and 6,353,188 at October 31, 1999.
Use of Estimates
- ----------------
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.
F-9
EVERCEL, INC.
Notes to Financial Statements
December 31, 1999, October 31, 1999 and October 31, 1998
(dollars in thousands except per share amounts)
Income Taxes
- ------------
Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
Prior to the spin-off by FuelCell, the Battery Business Group was included in
the consolidated tax filings of FuelCell. The provision for income taxes of the
Company represents an allocation of a portion of the FuelCell consolidated U.S.
federal income tax provision to the battery group for the period during which
the Company was a part of FuelCell. The allocated tax provision is determined
based upon the income or loss of each group as if a separate tax return was
filed. If FuelCell is unable to recognize the tax benefit of an operating loss
generated by a group through offset of the loss against income of other members
of the consolidated group, or carryback of the loss to reduce prior year's
consolidated taxable income, such benefit is not allocated to the group. To the
extent that FuelCell is subsequently able to recognize previously unrecorded tax
benefits relating to losses of a group, the benefit is allocated to that group,
as the group generates future taxable income up to the amount of prior losses
giving rise to the unrecognized tax benefit.
Accounting Changes
- ------------------
Pursuant to Financial Accounting Standards Board ("FASB") Statement No. 130, the
Company adopted SFAS No. 130, "Reporting Comprehensive Income". The statement
establishes standards for reporting and display of comprehensive income and its
components in a full set of general purpose financial statements. For the
Company, comprehensive income (loss) is the same as net income (loss).
SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities"
requires that an entity recognize all derivative instruments as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. As amended, this statement is effective for all fiscal quarters
of fiscal years beginning after June 15, 2000. The Company does not expect the
adoption of this statement to have a material impact on its financial position
or results of operations because it does not currently purchase derivative
instruments or enter into hedging activities.
During 1998, the American Institute of Certified Public Accountants ("AICPA")
released its Statement of Position No. 98-1 ("SOP 98-1") "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use" and Statement
of Position No. 98-5 ("SOP 98-5") "Reporting on the Costs of Start-Up
Activities," both of which are effective for fiscal years beginning after
December 15, 1998. SOP 98-1 requires that certain costs related to the
development or purchase of internal-use software be capitalized and amortized
over the estimated useful life of the software. SOP 98-1 also requires that the
costs related to the preliminary project stage and the post-implementation stage
of an internal-use computer software development project be expensed as
incurred. SOP 98-5 requires that the costs of start-up activities be expensed as
incurred. SOP 98-5 requires companies to report the initial application of the
standard as a
F-10
EVERCEL, INC.
Notes to Financial Statements
December 31, 1999, October 31, 1999 and October 31, 1998
(dollars in thousands except per share amounts)
cumulative effect of an accounting change. The Company is not required to adopt
these standards until fiscal 2000. Management believes that the adoption of
these standards will not have a material effect on the Company's results.
(3) ACCOUNTS RECEIVABLE
Accounts receivable consists of the following:
December 31, October 31, October 31,
1999 1999 1998
---- ---- ----
Joint Venture $ 174 $ 195 $--
U.S. Government 19 19 12
Commercial customers (samples) 5 5 5
Allowance for uncollectible amounts (5) (5) --
----- ----- ---
Net Total $ 193 $ 214 $17
===== ===== ===
(4) INVENTORY
Inventories at December 31, 1999 and October 31, 1999 and 1998 consisted of the
following:
December 31, October 31, October 31,
1999 1999 1998
---- ---- ----
Raw Materials $ 123 $ 146 $--
Work in Progress 23 69 --
Finished Goods 13 2 --
----- ----- ---
Gross Inventories 159 217 --
Reserve for obsolescence -- (25) --
----- ----- ---
Net inventory balance $ 159 $ 192 $--
===== ===== ===
(5) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at December 31, 1999 and October 31, 1999 and 1998
consisted of the following:
F-11
EVERCEL, INC.
Notes to Financial Statements
December 31, 1999, October 31, 1999 and October 31, 1998
(dollars in thousands except per share amounts)
December 31, October 31, October 31, Estimated
1999 1999 1998 Useful Life
---- ---- ---- -----------
Machinery and equipment $ 2,073 $ 1,944 $ 1,068 3-8 Years
Furniture and fixtures 204 204 9 10 Years
Leasehold improvements 148 148 -- 5 Years
Construction-in-progress 928 705 603
------- ------- -------
3,353 3,001 1,680
Less, accumulated depreciation
and amortization (1,064) (1,010) (855)
------- ------- -------
Total property, plant and equipment $ 2,289 $ 1,991 $ 825
======= ======= =======
(6) OTHER ASSETS
Other assets at December 31, 1999, October 31, 1999 and October 31, 1998
consisted of the following:
December 31, October 31, October 31,
1999 1999 1998
---- ---- ----
Rights offering costs $ -- $ -- $307
Security Deposits 17 17 14
Organizational Costs -- -- 12
---- ---- ----
$ 17 $ 17 $333
==== ==== ====
(7) COMMITMENTS AND CONTINGENCIES
On January 15, 1999, the Company entered into a lease for five years with an
option to extend for an additional five years. Minimum lease payments are
$171,000 for the first three years (1999, 2000 and 2001) with increases to
$178,000 in year four (2002) and $185,000 in year five (2003).
(8) STOCK OPTION PLAN
The Board had adopted the 1998 Stock Option Plan in anticipation of the spin-off
of the Company from Fuel Cell as a separate publicly-held company. Under the
terms of the Plan, options to purchase up to 600,000 (177,334 shares have been
exercised) shares of common stock may be granted to officers, key employees and
directors of the Company. The Board of Directors has recommended to the
stockholders that the common shares issuable under the Plan be increased to
1,300,000. Pursuant to the Plan, the Board is authorized to grant incentive
stock options or nonqualified options and stock appreciation rights to officers
and key employees of the Company and may grant nonqualified options and stock
appreciation rights to directors of the Company.
F-12
EVERCEL, INC.
Notes to Financial Statements
December 31, 1999, October 31, 1999 and October 31, 1998
(dollars in thousands except per share amounts)
Stock options have restrictions as to transferability. The option exercise price
shall be fixed by the Board but, in the case of incentive stock options, shall
not be granted at an exercise price less than 100% of the fair market value of
the shares subject to the option on the date the option is granted. Stock
appreciation rights may be granted in conjunction with options granted under the
Plans. Stock options that have been granted are exercisable commencing one year
after grant at the rate of 25% of such shares in each succeeding year, unless
otherwise agreed.
In connection with the hiring of the Company's Chairman of the Board and Chief
Executive Officer, options were granted to purchase 166,666 and 200,000 shares
of the Company's common stock at the purchase price of $3.00 per share (the
market value at the date of the grant). In addition, the Company and FuelCell
agreed to issue the Chairman of the Board one share of the Company's Common
Stock for every 2.25 shares of FuelCell Common Stock which he purchases pursuant
to his exercise of FuelCell Options. Under this agreement, an option has been
granted to acquire a total of 166,666 shares of Common Stock at an exercise
price based proportionally upon the relative fair market value of FuelCell
Common Stock and the Company's Common Stock.
Risk Free
Interest
Dividend Rate Expected Volatility
rate range life factor
---- ----- ---- ------
Two Months Ended December 31, 1999 0% 4.70-6.35% 10 years .5971-.6225
Year Ended October 31, 1999 0% 4.31-6.35% 10 years .5495-.6225
The Company applies APB Opinion No. 25 in accounting for its Plan and,
accordingly, no compensation cost has been recognized for its stock options in
the financial statements. Had the Company determined compensation cost based on
the fair value at the grant date for its stock options under SFAS No. 123, the
Company's net income would have be reduced to the pro forma amounts indicated
below.
Two Months ended Year ended
December 31, October 31,
1999 1999
---- ----
Net loss:
As reported $(1,320) $(4,961)
Pro forma (1,350) (6,128)
Loss per share:
As reported - Basic $ (0.23) $ (1.11)
Pro forma - Basic (0.24) (1.38)
Pro forma net income reflects only options granted in 1999.
F-13
EVERCEL, INC.
Notes to Financial Statements
December 31, 1999, October 31, 1999 and October 31, 1998
(dollars in thousands except per share amounts)
The following table summarizes the plan activity:
Number Range of Weighted average
of options option prices option price
---------- ------------- ------------
Outstanding at October 31, 1998 -- $ --
Granted 649,764 $3.00 - $6.28 3.48
Exercised (166,666) 3.00 - 3.00 3.00
Cancelled (18,666) 5.72 - 5.72 5.72
------- ------
Outstanding at October 31, 1999 464,432 3.00 - 6.28 $ 3.52
Granted 2,000 10.00 - 10.00 10.00
Cancelled (6,000) 5.72 - 5.72 5.72
------- ------
Outstanding at December 31, 1999 460,432 3.00 - 10.00 $ 3.52
======= ======
Options outstanding and exercisable at December 31, 1999 are as follows:
Weighted
Average Weighted Weighted
Remaining Average Average
Range of Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life Price Exercisable Price
------ ----------- ---- ----- ----------- -----
$3.00 to $ 4.75 389,998 8.90 $3.09 98,498 $3.00
5.72 to 10.00 70,434 9.47 5.89 -- --
- --------------- ------- ---- ----- ------ -----
$3.00 to $10.00 460,432 8.99 $3.52 98,498 $3.00
=============== ======= ==== ===== ====== =====
(9) PRIVATE PLACEMENT OF EQUITY SECURITIES
On December 16, 1999 the Company raised $6.6 million in capital through the
private placement of equity securities and a commitment from these investors for
an additional $3.3 million, at Evercel's option (the "Private Placement"), for
manufacturing expansion in the United States, working capital and general
corporate purposes. Investors in the Private Placement received 264,000 Shares
of Series A Convertible Preferred Stock at an issue price of $25 per share, with
a dividend of 8 percent payable in additional Preferred Shares or in cash, which
are convertible to common shares at a conversion price of $6.88. The Preferred
Shares are callable by the Company three years following the issue date, or at
any time one year following the issue date if certain Common stock price levels
are reached. Each Preferred Share also carries a five-year warrant, which is
exercisable into two shares of common stock at $8.25 per Share. The warrants are
callable at any time after one year following the issue date if certain common
stock price levels are reached during the warrant's five-year period. Each owner
of Series A Shares is
F-14
EVERCEL, INC.
Notes to Financial Statements
December 31, 1999, October 31, 1999 and October 31, 1998
(dollars in thousands except per share amounts)
subject to a call by the Company to purchase additional Convertible Preferred
Shares in an amount equal to 50 percent of its investment in Series A Shares.
The call right by the Company expires August 31, 2000.
(10) EMPLOYEE BENEFITS
Subsequent to October 31, 1999, the Company started a defined contribution
401(K) plan ("The Safe Harbor Plan"). The plan provides for the Company to match
employee contributions to The Safe Harbor Plan up to a maximum of 3% of the
employees' gross W-2 earnings. For the years ended October 31, 1999 and 1998,
the company participated in the FuelCell Capital Accumulation Plan. The Company
contributed $2 and $28 to this plan for those periods, respectively. For the two
months ended December 31, 1998, the Company contributed $8 to the Safe Harbor
Plan. The Company also participated in the FuelCell Pension Plan for the year
ended October 31, 1998, to which the Company contributed $33.
(11) INCOME TAXES
The components of income tax expense (benefit) were as follows for the two
months ended December 31, 1999 and the years ended October 31, 1999 and 1998:
December 31, October 31, October 31,
1999 1999 1998
---- ---- ----
Current:
Federal -- $ (315) $(1,006)
State -- (45) --
------- ------- -------
-- (360) (1,006)
------- ------- -------
Deferred:
Federal -- -- --
State -- -- --
------- ------- -------
Total income tax benefit $ -- $ (360) $(1,006)
======= ======= =======
F-15
EVERCEL, INC.
Notes to Financial Statements
December 31, 1999, October 31, 1999 and October 31, 1998
(dollars in thousands except per share amounts)
The reconciliation of the statutory income tax rate to the Company's effective
income tax rate for the two months ended December 31, 1999 and the years ended
October 31, 1999 and 1998 was as follows:
December 31, October 31, October 31,
1999 1999 1998
---- ---- ----
Statutory federal income tax rate (34.0%) (34.0%) (34.0%)
Nondeductible expenditures 1.1% (0.4%) 3.8%
State tax, net of federal benefit -- (0.9%) --
Valuation Allowance 32.9% 28.5% --
---- ---- -----
Effective income tax rate 0.0% (6.8%) (30.2%)
==== ==== =====
The Company's deferred tax assets and liabilities consisted of the following at
December 31, 1999 and October 31, 1999:
December 31, October 31,
1999 1999
---- ----
Deferred tax assets:
Incentive bonuses $ -- $ 6
Vacation accrual 46 15
Allowance for doubtful accounts 2 --
Net operating loss carryforwards 2,451 1,929
------- -------
Gross deferred tax assets 2,499 1,950
Valuation allowance (2,445) (1,937)
------- -------
Deferred tax assets after Valuation allowance 54 13
Deferred liability -
Accumulated depreciation (40) (30)
Incentive bonuses (30) --
Other (1) --
------- -------
Gross deferred tax liability (71) (30)
Net deferred tax assets/(liability) $ (17) $ (17)
======= =======
The Company has a federal net operating loss carryforward of approximately $5.8
million, of which $4.4 million will expire in 2018 and $1.4 million will expire
in 2019.
F-16
EVERCEL, INC.
Notes to Financial Statements
December 31, 1999, October 31, 1999 and October 31, 1998
(dollars in thousands except per share amounts)
(12) SUBSEQUENT EVENT
The Company declared a 100% stock dividend having the effect of 2 for 1 stock
split payable on March 22, 2000 to shareholders of record on March 7, 2000. All
share and per share data have been adjusted retroactively to give effect to the
stock dividend.
F-17
SIGNATURES
In accordance with Section 13 or 15 (d) of the Securities Exchange of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
EVERCEL, INC.
(Registrant)
By: /s/Robert L. Kanode
--------------------------------------------
Name: Robert L. Kanode
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report
has been signed by the following persons in the capacities and on the dates
indicated.
/s/Robert L. Kanode
--------------------------------------------
Name: Robert L. Kanode Date: 3/30/00
Title: President, Chief Executive Officer
and Director
/s/Allen Charkey
--------------------------------------------
Name: Allen Charkey Date: 3/30/00
Title: Executive Vice President and Chief
Operating Officer and Director
/s/Gregory Schulte
--------------------------------------------
Name: Gregory Schulte Date: 3/30/00
Title: Chief Financial and Accounting
Officer
/s/Jerry D. Leitman
--------------------------------------------
Name: Jerry D. Leitman Date: 3/30/00
Title: Chairman of the Board of Directors
--------------------------------------------
Name: Thomas L. Kempner Date:
Title: Director
/s/William A. Lawson
--------------------------------------------
Name: William A. Lawson Date: 3/30/00
Title: Director
45
/s/Warren D. Bagatelle
--------------------------------------------
Name: Warren D. Bagatelle Date: 3/30/00
Title: Director
--------------------------------------------
Name: James D. Gerson Date:
Title: Director
--------------------------------------------
Name: Robert Gable Date:
Title: Director
/s/John H. Gutfreund
--------------------------------------------
Name: John H. Gutfreund Date: 3/30/00
Title: Director
46