<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
------- -------
Commission File Number 0-28060
BOLDER TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 84-1166231
- -------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4403 Table Mountain Drive, Golden, CO 80403
(Address of principal executive offices including zip code)
(303) 215-7200
(Registrant's telephone number, including area code)
-----------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that 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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock $.001 par value 9,458,870
- ----------------------------------------- -------------------------------
(Class) (Outstanding at August 1, 1997)
<PAGE> 2
BOLDER TECHNOLOGIES CORPORATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NUMBER
-----------
<S> <C>
COVER PAGE 1
TABLE OF CONTENTS 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Balance Sheets as of June 30, 1997 and December 31, 1996 3
Condensed Statements of Operations for the three- and six-month periods
ended June 30, 1997 and 1996, and the period from March 22, 1991
(inception) through June 30, 1997 4
Condensed Statements of Cash Flows for the three- and six-month
periods ended June 30, 1997 and 1996, and the period from March
22, 1991 (inception) through June 30, 1997 5
Notes to Condensed Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS. 7
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. 11
ITEM 2. CHANGES IN SECURITIES. 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 11
ITEM 5. OTHER INFORMATION. 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 12
SIGNATURES 13
</TABLE>
2
<PAGE> 3
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,381,050 $ 968,297
Short-term investments 8,214,682 15,102,380
Other current assets 366,135 193,717
------------ ------------
TOTAL CURRENT ASSETS 13,961,867 16,264,394
Property and equipment, at cost, net 16,632,475 10,679,539
Other assets, net 215,447 202,183
------------ ------------
TOTAL ASSETS $ 30,809,789 $ 27,146,116
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 1,396,172 $ 799,041
Construction-in-process payable -- 2,043,294
Deferred revenue 2,915,403 746,343
Notes and capital leases, current portion 1,034,770 272,360
------------ ------------
TOTAL CURRENT LIABILITIES 5,346,346 3,861,038
Notes and capital leases, less current portion 5,834,840 214,177
Commitments and contingencies
Stockholders' equity:
Common stock, $.001 par value, 25,000,000 shares
authorized; 9,489,207 and 9,447,622 shares issued
at June 30, 1997 and December 31, 1996,
respectively 9,489 9,448
Treasury stock, $.001 par common stock, 33,333
shares at June 30, 1997 and December 31, 1996 (50,000) (50,000)
Additional paid-in capital 36,857,180 36,761,827
Deficit accumulated during the development stage (17,188,066) (13,650,374)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 19,628,603 23,070,901
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 30,809,789 $ 27,146,116
============ ============
</TABLE>
See accompanying notes.
3
<PAGE> 4
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED FOR THE PERIOD
JUNE 30, JUNE 30, FROM INCEPTION
----------------------- ---------------------------- (MARCH 22, 1991)
1997 1996 1997 1996 TO JUNE 30, 1997
---- ---- ---- ---- ----------------
<S> <C> <C> <C> <C> <C>
REVENUES
Product sales $ 3,858 $ 16,265 $ 41,616 $ 28,213 $ 133,447
Research and development services 718,233 - 1,160,222 - 1,692,680
------------ ------------ ------------ ------------ ------------
722,091 16,265 1,201,838 28,213 1,826,127
COST OF REVENUES 208,223 7,446 348,641 16,778 590,728
------------ ------------ ------------ ------------ ------------
513,868 8,819 853,197 11,435 1,235,399
OPERATING EXPENSES
Research and development 1,505,899 686,259 2,524,132 1,269,350 11,602,614
General and administrative 861,426 507,451 1,954,052 750,888 6,412,388
Selling and marketing 80,240 62,232 159,891 121,206 650,022
------------ ------------ ------------ ------------ ------------
INCOME (LOSS) FROM OPERATIONS (1,933,697) (1,247,123) (3,784,878) (2,130,009) (18,262,785)
OTHER INCOME (EXPENSE)
Interest income 177,946 191,127 384,218 223,830 1,398,332
Interest expense (120,874) (12,132) (137,032) (25,748) (323,613)
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (1,876,625) $ (1,068,128) $ (3,537,692) $ (1,931,927) $(17,188,066)
============ ============ ============ ============ ============
Income (loss) per common and
common equivalent share $ (0.20) $ (0.38)
============ ============
Shares used in computing
net income (loss) per common
and equivalent share 9,470,792 9,468,415
============ ============
</TABLE>
See accompanying notes.
4
<PAGE> 5
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED FOR THE PERIOD
JUNE 30, FROM INCEPTION
----------------------------- (MARCH 22, 1991)
1997 1996 TO JUNE 30, 1997
----------- ------------ ----------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(3,537,692) $ (1,931,927) $(17,188,066)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 235,932 193,230 1,200,971
Recognition of deferred revenue (1,018,440) -- (1,018,440)
Other -- -- 104,956
Changes in operating assets and liabilities 3,626,711 (196,969) 4,944,132
----------- ------------ ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (693,489) (1,935,666) (11,956,447)
----------- ------------ ------------
INVESTING ACTIVITIES
Purchase of short term investments (2,645,959) (45,744,576) (48,498,701)
Sale of short term investments 9,533,656 24,162,991 40,284,018
Purchases of property and equipment (6,182,105) (198,831) (17,791,648)
Increase (decrease) in construction-in-process payable (2,043,293) -- --
Other (34,525) 143,934 (201,827)
----------- ------------ ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (1,372,226) (21,636,482) (26,208,158)
----------- ------------ ------------
FINANCING ACTIVITIES
Proceeds from issuance of preferred stock -- 100,000 9,947,662
Proceeds from issuance of common stock 95,394 23,673,983 25,538,902
Proceeds from issuance of notes payable 6,639,964 -- 11,000,611
Payments on notes payable and capital leases payable (256,890) (117,321) (651,073)
Stock issuance costs -- (479,568) (2,243,410)
Other -- -- (47,037)
----------- ------------ ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 6,478,468 23,177,094 43,545,655
----------- ------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4,412,753 (395,054) 5,381,050
Cash and cash equivalents, beginning of period 968,297 664,219 --
----------- ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,381,050 $ 269,165 $ 5,381,050
=========== ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ 137,032 $ 22,002 $ 167,792
=========== ============ ============
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Conversion of notes payable and related accrued interest to
preferred stock $ -- $ -- $ 3,585,820
=========== ============ ============
Property purchased under capital leases $ -- $ -- $ 17,805
=========== ============ ============
</TABLE>
NOTE: UPON THE CLOSING OF THE COMPANY'S INITIAL PUBLIC OFFERING IN MAY,
1996, THE PREFERRED STOCK CONVERTED TO COMMON STOCK.
See accompanying notes.
5
<PAGE> 6
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 1997 (UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The interim financial information of BOLDER Technologies Corporation (the
"Company" or "BOLDER") for the three- and six-month periods ended June 30, 1997
and 1996 is unaudited, but includes all adjustments (consisting only of normal
recurring entries) which the Company's management believes to be necessary for
the fair presentation of financial position, results of operations and cash
flows for the periods presented. The accompanying interim financial statements
should be read in conjunction with the financial statements and notes thereto
for the year ended December 31, 1996 included in the Company's Annual Report on
Form 10-KSB. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the Securities and
Exchange Commission rules and regulations. Interim results of operations for
the three- and six-month periods ended June 30, 1997 are not necessarily
indicative of operating results to be expected for the full year.
Net loss per share for periods prior to the Company's initial public offering
is not considered relevant as it would differ materially from net loss per
common share and common equivalent share given the changes in the capital
structure of the Company (primarily the conversion of preferred stock to common
stock) which occurred on the closing of the IPO in May 1996.
The Company has received certain payments in connection with its new strategic
relationship with Johnson Controls, Inc. ("JCI") announced in February 1997.
These payments, which have been recorded as deferred revenue, are consideration
to the Company for certain services to be provided to JCI to transfer
appropriate technical information to JCI as specified in the new agreement. The
Company is recognizing revenue as services are performed.
To enhance comparability between periods, the amounts reported in the three- and
six-month periods ended June 30, 1996, as loss from joint venture have been
reclassified to research and development and general and administrative expense.
This reclassification results from the termination in 1996 of the joint venture
with JCI in connection with the new strategic relationship, and the assumption
of costs by the Company which were previously incurred by the joint venture.
In March 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS
No. 128), which supersedes Accounting Principles Board Opinion No. 15,
"Earnings Per Share" ("APB No. 15"). SFAS No. 128 simplifies the requirements
for reporting earnings per share ("EPS") by requiring companies only to report
"basic" and "diluted" EPS. SFAS No. 128 is effective for both interim and
annual periods ending after December 15, 1997 but requires retroactive
restatement upon adoption. The Company will adopt SFAS No. 128 in the fourth
quarter of 1997. The Company does not believe such adoption will have a
material effect on either its previously reported or future results of
operations.
6
<PAGE> 7
BOLDER TECHNOLOGIES CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Except for the historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed herein. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in the sections entitled
"Business" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations," in the Company's 1996 Annual Report on Form 10-KSB
filed in March 1997, as well as the Company's February 13, 1997 Prospectus, and
the Company's reports on Form 8-K filed January 3, February 5, March 17 and
May 8, 1997.
GENERAL
Since its inception in March 1991, BOLDER Technologies Corporation (the
"Company" or "BOLDER") has been a development stage company, principally engaged
in the research and development of its Thin Metal Film(TM) ("TMF") battery
technology, and has devoted significant resources to the development of its
technology and processes to manufacture its TMF batteries. To date, the Company
has produced more than 60,000 prototype TMF batteries. An aggregate of
approximately 7,000 cells have been shipped to more than 80 customers, primarily
for evaluation. In May, the Company moved to a new manufacturing facility and
corporate headquarters in Golden, Colorado. Subsequent to the end of the second
quarter, the Company received its first high volume production line from the
vendor. BOLDER is now connecting various line modules, to be followed by
testing, debugging, and qualification on site. The Company has not yet
manufactured cells in commercially viable quantities. The Company expects to
generate revenues primarily from the sale of its TMF batteries.
In June 1995, the Company and Johnson Controls, Inc. ("JCI") established a
joint venture (the "Joint Venture") to develop high volume manufacturing
technology for TMF batteries, to manufacture TMF batteries for both partners
and to pursue hybrid electric vehicle battery development opportunities for TMF
batteries. In February 1997, having substantially completed its primary
objective of developing the high volume manufacturing technology, the Company
and JCI announced a new strategic relationship which replaced the Joint Venture
effective as of July 1996. Under the terms of the new agreement, each party
will separately implement TMF battery manufacturing facilities to best meet the
unique requirements of the markets addressed by each.
In connection with the new agreement, BOLDER received a cash payment from JCI.
BOLDER also received ownership of all of the tangible net assets of the Joint
Venture. In return, BOLDER agreed to provide certain services to transfer
appropriate technical information to JCI as specified in the new agreement. The
Company also granted JCI royalty-bearing licenses to allow JCI to sell TMF
batteries in specified markets. (See "Business--Strategic Relationships" in the
Form 10-KSB filed in March 1997.)
Subsequent to the February 1997 agreement, the Company received notice from JCI
disputing the scope of JCI's license for emergency car and truck starting. Both
companies announced resolution of the dispute on July 16, 1997. The amended
agreement, which clarifies each parties' rights in the automotive engine
starting and emergency jump-starting application, provides BOLDER with
exclusive rights to the emergency jump-starting market until July 1999. At that
time, JCI will receive a non-exclusive license to the emergency jump-starting
market which will allow both companies to
7
<PAGE> 8
sell to that market. JCI maintains its exclusive license to sell to the
automotive engine starting market which has been specifically defined as
on-board engine starting, including emergency on-board starting.
The Company believes that its results of operations to date may not be
indicative of results in future periods. Future operating results may be
affected by a wide range of factors and may fluctuate significantly from period
to period.
RESULTS OF OPERATIONS
Total revenues increased to $722,091 and $1,201,838 for the three- and
six-month periods ended June 30, 1997, respectively, from $16,265 and $28,213
for the same periods in 1996. Slightly more than one-half of the $718,233 of
research and development services revenues for the three-month period, and
approximately two-thirds of the $1,201,828 for the six-month period ended June
30, 1997, resulted from the Company's recognition of revenue from services
performed in connection with the technology transfer arrangement with JCI. The
remainder of the research and development services revenues for the three- and
six-month periods ended June 30,1997, resulted from a combination of both
private customer-funded and government-funded new product development programs.
There were no research and development services revenues in the first half of
1996.
Product revenues decreased slightly in the three-month period ended June 30,
1997, compared to the same period in 1996 and increased slightly for the
six-month period ended June 30, 1997, compared to the 1996 period. Product
revenues are expected to remain at nominal levels until the beginning of high
volume production.
Cost of revenues increased to $208,223 and $348,641 for the three- and
six-month periods ended June 30, 1997, respectively, from $7,446 and $16,778
during the same periods in 1996. Most of the increase in 1997 was associated
with costs directly attributable to government or private customer-funded new
product development programs.
Research and development expenses increased to $1,505,899 and $2,524,132 for
the three- and six-month periods ended June 30, 1997, respectively, from
$686,259 and $1,269,350 during the same periods in 1996. The increase was
primarily due to additional technical staff and associated expenses and new
manufacturing facility expenses related to the Company's expanded efforts to
commercialize its sub-C cell and prepare to implement high volume
manufacturing.
General and administrative expenses increased to $861,426 and $1,954,052 for
the three- and six-month periods ended June 30, 1997, respectively, from
$507,451 and $750,888 during the same periods in 1996. The increases in 1997
were due to recruiting and relocation expenses for additional technical
staffing to support research and development activities, additional
administrative staffing and added expenses for insurance, legal, and investor
relations associated with becoming a public company. Also, included in 1997
expenses for the six-month period ended June 30, 1997, were approximately
$210,000 of costs (printing, legal, and accounting) associated with the
registration statement filed in February 1997 and withdrawn in May 1997.
Selling and marketing expenses increased to $80,240 and $159,891 for the three-
and six-month periods ended June 30, 1997, respectively, from $62,232 and
$121,206 for the same periods in 1996. These 1997
8
<PAGE> 9
increases were primarily due to increased marketing and business development
activities related to the Company's efforts to obtain new customers and
purchase orders for future delivery of product upon completion of the Company's
first high-volume production line.
Interest income decreased slightly to $177,946 from $191,127 for the
three-month periods ended June 30, 1997 and 1996, respectively. The higher
income level in 1996 resulted from larger cash balances from the investment of
proceeds as a result of the Company's IPO during the period. For the six-month
period ended June 30, 1997, interest income increased to $384,218 from $223,830
in the prior year. The increase was due to higher invested cash balances in the
1997 period, since the IPO had not yet occurred until May in the prior year.
Interest expense increased to $120,874 and $137,032 for the three- and
six-month periods ended June 30, 1997, respectively, from $12,132 and $25,748
for the same periods in 1996. The increases in 1997 were due to increased
levels of debt financing.
LIQUIDITY AND CAPITAL RESOURCES
From its inception through June 30, 1997, the Company has financed its
operations and met its capital requirements primarily through private and public
offerings of its equity securities, raising net proceeds of $36.7 million from
sales of these securities. At June 30, 1997, the Company's balances of cash,
cash equivalents, and available-for-sale securities totaled $13.6 million,
compared to $16.1 million at December 31, 1996.
On May 8, 1997, the Company announced it had expanded its equipment financing
credit line with Transamerica Business Credit Corporation ("TBCC") by $8.0
million to a total of $13.0 million. The increase was intended to provide
financing for BOLDER's first high volume manufacturing line. At June 30, 1997,
the unused portion of the credit line available to the Company was
approximately $6.0 million. In addition, TBCC was granted a "Right of First
Refusal" with respect to the next $15 million of equipment financing by BOLDER.
As of June 30, 1997, the Company had made progress payments of $9.4 million to
fund the construction of its first high-volume production line. In addition to
amounts paid, the Company expects to incur additional costs related to this
line of approximately $2.0 million. As a result of its recent agreement with
JCI, the Company owns 100 percent of the first commercial high-volume
production line and will pay 100 percent of the costs associated with the
fabrication and installation of the line. The Company invested $2.6 million and
$5.7 million during the second quarter and six-months ended June 30, 1997,
respectively, in leasehold improvements, machinery, equipment, and office
furnishings to support its new facility and its development, production, sales,
and administrative activities. The Company has financed $4.3 million of these
1997 capital additions through notes payable.
Except as noted above, the Company currently has no other significant capital
commitments other than its commitments under notes payable. The Company
believes that its existing sources of liquidity and projected cash generated
from future operations will satisfy the Company's capital requirements for
approximately the next 12 months. To provide funds for future production lines,
the Company will need to access additional
9
<PAGE> 10
sources of equity capital or debt. If these financing sources are not
available, then the Company would likely delay the ramp-up of its second and
subsequent fully-automated production lines. There can be no assurance that the
Company will generate revenues and operating income sufficient to satisfy its
working capital and equipment expenditure needs in the future. In addition, the
Company is unable to predict the precise amount of future capital that it may
require, and there can be no assurance that any additional financing will be
available to the Company if that need arises or that financing will be in a
form or on terms acceptable to the Company. The inability to generate revenues
and operating income or obtain required financing on acceptable terms would
have a material adverse effect on the Company's business, financial condition,
and results of operations. Consequently, the Company could be required to
significantly reduce or suspend its operations, seek a merger partner or sell
additional securities on terms that could be dilutive to the Company's
stockholders.
10
<PAGE> 11
BOLDER TECHNOLOGIES CORPORATION
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company has been named in a personal injury action filed in
Superior Court in the County of Los Angeles on March 28, 1996
arising out of a motor vehicle accident. Management believes
that the resolution of this claim will not have a material
adverse effect on the Company's business, results of operations,
and financial condition. The Company is not a party to any other
legal proceedings.
ITEM 2. CHANGES IN SECURITIES.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual Meeting of Stockholders was held on June 5, 1997.
Proxies of the meeting were solicited by management; there was
no solicitation in opposition to management's nominees for Class
I Directors set forth in the Proxy Statement and all such
nominees were elected. The stockholders also approved
management's proposals to amend the Company's 1996 Equity
Incentive Plan and to ratify the selection of Arthur Andersen
LLP as independent accountants of the Company for the fiscal
year ending December 31, 1997.
a) The following details the voting results with respect to
each nominee for office, including the number of shares not
voted at all (Not Present) and the proxies that brokers did
not vote in full (Broker Non-voted):
<TABLE>
<CAPTION>
Nominee Common Stock
------- ------------
<S> <C>
Daniel S. Lankford
For 8,151,726
Withhold/Abstain 25,280
Not Present 1,252,868
Broker Non-voted -
---------
TOTAL 9,429,874
</TABLE>
11
<PAGE> 12
<TABLE>
<CAPTION>
Nominee Common Stock
------- ------------
<S> <C>
David L. Riegel
For 8,152,865
Withhold/Abstain 24,141
Not Present 1,252,868
Broker Non-voted -
---------
TOTAL 9,429,874
</TABLE>
b) The following details the voting results with respect to
amending the Company's 1996 Equity Incentive Plan to
increase the aggregate number of shares of Common Stock
authorized for issuance thereunder by 633,334 shares and to
add provisions with respect to Section 162(m) of the
Internal Revenue Code of 1986, as amended:
<TABLE>
<CAPTION>
<S> <C>
For 6,740,870
Against 459,451
Withhold/Abstain 11,805
Not Present 1,252,868
Broker Non-voted 964,880
---------
TOTAL 9,429,874
</TABLE>
c) The following details the voting results with
respect to ratifying the selection of Arthur
Andersen LLP as independent accountants for the fiscal
year ending December 31, 1997:
<TABLE>
<CAPTION>
<S> <C>
For 8,163,731
Against 7,514
Withhold/Abstain 5,761
Not Present 1,252,868
Broker Non-voted -
---------
TOTAL 9,429,874
</TABLE>
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT DESCRIPTIONS OF DOCUMENTS
------- -------------------------
27 -- Financial Data Schedule.
(b) During the second quarter ended June 30, 1997, the
Company filed one report on Form 8-K, dated May 8,
1997, pursuant to Item 5 of such form.
12
<PAGE> 13
BOLDER TECHNOLOGIES CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has caused this report to be signed in its behalf by the undersigned
thereunto duly authorized.
BOLDER Technologies Corporation
Date: August 13, 1997 By: /s/ Daniel S. Lankford
--------------------- ------------------------------------
Daniel S. Lankford
Chairman and Chief Executive Officer
By: /s/ Joseph F. Fojtasek
------------------------------------
Joseph F. Fojtasek
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
13
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
Exhibit 27 -- Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 5,381,050
<SECURITIES> 8,214,682
<RECEIVABLES> 119,670
<ALLOWANCES> 0
<INVENTORY> 92,269
<CURRENT-ASSETS> 13,961,867
<PP&E> 17,809,453
<DEPRECIATION> 1,176,978
<TOTAL-ASSETS> 30,809,789
<CURRENT-LIABILITIES> 5,346,346
<BONDS> 5,834,840
0
0
<COMMON> 9,489
<OTHER-SE> 19,619,114
<TOTAL-LIABILITY-AND-EQUITY> 30,809,789
<SALES> 3,858
<TOTAL-REVENUES> 722,091
<CGS> 2,394
<TOTAL-COSTS> 208,223
<OTHER-EXPENSES> 2,447,565
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 120,874
<INCOME-PRETAX> (1,876,625)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,876,625)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,876,625)
<EPS-PRIMARY> (.20)
<EPS-DILUTED> 0
</TABLE>
