BOLDER TECHNOLOGIES CORP
10-Q, 1998-05-14
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
Previous: PENNWOOD BANCORP INC, S-8, 1998-05-14
Next: ROBERTS REALTY INVESTORS INC, 10-Q, 1998-05-14



<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 1998

                                       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 Identification No.)
incorporation or organization) 


                   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                         9,555,494
- -----------------------------------------    ----------------------------------
                (Class)                          (Outstanding at May 1, 1998)



<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 March 31, 1998 and December 31, 1997                                  3
               Condensed Statements of Operations for the three-month periods ended
               March 31, 1998 and 1997; and the period from inception (March 22, 1991)
               through March 31, 1998                                                                               4

               Condensed Statements of Cash Flows for the three-month periods
               ended March 31, 1998 and 1997; and the period from inception
               (March 22, 1991) through March 31, 1998                                                              5

               Notes to Condensed Financial Statements                                                              6

               ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS.                                                                           8

PART II.       OTHER INFORMATION

               ITEM 1.   LEGAL PROCEEDINGS.                                                                        12

               ITEM 2.   CHANGES IN SECURITIES.                                                                    12

               ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.                                                          12

               ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                      12

               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>
                                                                                                  MARCH 31,         DECEMBER 31,
                                                                                                    1998                1997
                                                                                               --------------      --------------
ASSETS                                                                                           (UNAUDITED)
<S>                                                                                            <C>                 <C>           
Current assets:
      Cash and cash equivalents                                                                $    8,170,210      $    5,414,330
      Available-for-sale securities                                                                13,092,500          14,980,447
      Other current assets                                                                            441,320             362,937
                                                                                               --------------      --------------
TOTAL CURRENT ASSETS                                                                               21,704,030          20,757,714

Property and equipment, at cost, net                                                               20,400,922          20,272,932
Other assets, net                                                                                     243,003             244,943
                                                                                               --------------      --------------
TOTAL ASSETS                                                                                   $   42,347,955      $   41,275,589
                                                                                               ==============      ==============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) 
Current liabilities:
      Accounts payable and accrued liabilities                                                 $    1,385,385      $    2,015,688
      Construction-in-process payable                                                                 373,130             746,259
      Deferred revenue                                                                              1,472,289           1,821,924
      Notes and capital leases, current portion                                                     1,289,544           1,157,238
                                                                                               --------------      --------------
TOTAL CURRENT LIABILITIES                                                                           4,520,348           5,741,109

Notes and capital leases, less current portion                                                      9,896,363           5,247,665

Commitments and contingencies

Stockholders' equity:
      Convertible, redeemable preferred stock, $0.001 par value, 336,200
         authorized and outstanding at March 31, 1998 and December 31, 1997,
         with a liquidation and redemption value of
         $16,810,000                                                                               15,916,310          16,205,046
      Common Stock, $.001 par value, 25,000,000 shares authorized; 9,588,827 and
         9,498,440 shares issued at March 31, 1998 and December 31, 1997,
         respectively                                                                                   9,588               9,498
      Treasury stock, $.001 par common stock, 33,333
         shares at March 31, 1998 and December 31, 1997                                               (50,000)            (50,000)
      Additional paid-in capital                                                                   36,799,474          36,522,069
      Deficit accumulated during the development stage                                            (24,744,128)        (22,399,798)
                                                                                               --------------      --------------
TOTAL STOCKHOLDERS' EQUITY                                                                         27,931,244          30,286,815
                                                                                               --------------      --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                     $   42,347,955      $   41,275,589
                                                                                               ==============      ==============
</TABLE>



                            See accompanying notes.

                                       3
<PAGE>   4



                         BOLDER TECHNOLOGIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED             FOR THE PERIOD
                                                                       MARCH 31,                 FROM INCEPTION
                                                            ------------------------------      (MARCH 22, 1991)
                                                                1998              1997          TO MARCH 31, 1998
                                                            ------------      ------------      -----------------
<S>                                                         <C>               <C>               <C>              
REVENUES
        Product sales                                       $     27,841      $     37,758      $         296,522
        Research and development services                        553,304           441,989              3,460,005
                                                            ------------      ------------      -----------------
                                                                 581,145           479,747              3,756,527

COST OF REVENUES                                                 127,792           140,418              1,077,485
                                                            ------------      ------------      -----------------
                                                                 453,353           339,329              2,679,042
                                                            ------------      ------------      -----------------

OPERATING EXPENSES
        Research and development                               1,881,104         1,018,234             18,350,838
        General and administrative                               839,077         1,092,624              9,293,316
        Selling and marketing                                     87,375            79,652                821,822
                                                            ------------      ------------      -----------------
                                                               2,807,556         2,190,510             28,465,976
                                                            ------------      ------------      -----------------
LOSS FROM OPERATIONS                                          (2,354,203)       (1,851,181)           (25,786,934)

OTHER INCOME (EXPENSE)
        Interest income                                          243,909           206,273              2,097,047
        Interest expense                                        (234,036)          (16,159)            (1,054,241)
                                                            ------------      ------------      -----------------

NET INCOME (LOSS)                                           $ (2,344,330)     $ (1,661,067)     $     (24,744,128)
                                                            ============      ============      =================

        Basic net loss per share                            $      (0.29)     $      (0.18)
                                                            ============      ============      
        Shares used in computing basic
           net loss per share                                  9,488,368         9,429,672
                                                            ============      ============      
</TABLE>



                             See accompanying notes.


                                       4
<PAGE>   5
                         BOLDER TECHNOLOGIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                             THREE MONTHS ENDED             FOR THE PERIOD
                                                                                   MARCH 31,                FROM INCEPTION 
                                                                        ------------------------------     (MARCH 22, 1991)
                                                                            1998              1997         TO MARCH 31, 1998
                                                                        ------------      ------------     -----------------
<S>                                                                     <C>               <C>               <C>             
OPERATING ACTIVITIES
Net Loss                                                                $ (2,344,330)     $ (1,661,067)     $   (24,744,128)
Adjustments to reconcile net loss to net cash provided by (used in)
  operating activities:
      Depreciation and amortization                                          248,714            77,008            1,884,425
      Change in deferred revenue                                            (349,635)        2,797,866            1,472,289
      Other                                                                       --                --              104,956
      Changes in operating assets and liabilities                           (696,840)         (158,116)             935,676
                                                                        ------------      ------------      ---------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                       (3,142,091)        1,055,691          (20,346,782)
                                                                        ------------      ------------      ---------------

INVESTING ACTIVITIES
      Purchase of short term investments                                  (1,086,788)       (2,480,982)         (59,833,592)
      Sale of short term investments                                       2,974,735         5,580,403           46,741,092
      Purchases of property and equipment                                   (371,640)       (3,064,519)         (22,229,168)
      Increase (decrease) in construction-in-process payable                (373,129)       (2,043,293)             373,130
      Patent costs                                                           (14,971)          (23,957)            (255,124)
                                                                        ------------      ------------      ---------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                        1,128,207        (2,032,348)         (35,203,662)
                                                                        ------------      ------------      ---------------

FINANCING ACTIVITIES
      Proceeds from issuance of preferred stock                                   --                --           25,869,062
      Proceeds from issuance of common stock                                  56,864            93,894           25,662,993
      Proceeds from issuance of notes payable                              5,043,064         2,359,846           16,423,460
      Purchase of treasury stock from founder                                     --                --              (50,000)
      Payments on notes payable and capital leases payable                  (262,060)          (73,078)          (1,757,626)
      Stock issuance costs                                                   (68,104)               --           (2,430,198)
      Issuance of warrants to purchase common or preferred stock                  --                --                2,963
                                                                        ------------      ------------      ---------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                  4,769,764         2,380,662           63,720,654
                                                                        ------------      ------------      ---------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                  2,755,880         1,404,005            8,170,210
Cash and cash equivalents, beginning of period                             5,414,330           968,297                   --
                                                                        ------------      ------------      ---------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                              $  8,170,210      $  2,372,302      $     8,170,210
                                                                        ============      ============      ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
      Cash paid for interest                                            $    235,418      $     12,320      $       875,563
                                                                        ============      ============      ===============

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING
      AND FINANCING ACTIVITIES

      Accretion of preferred stock offering costs                       $     52,910      $         --      $       102,910
                                                                        ============      ============      ===============

      Preferred stock dividend accrual                                  $    368,898      $         --      $       721,218
                                                                        ============      ============      ===============

      Preferred stock dividends paid in common stock                    $    642,464      $         --      $       642,464
                                                                        ============      ============      ===============

      Conversion of notes payable and related accrued interest to
        preferred stock                                                 $         --      $         --      $     3,585,820
                                                                        ============      ============      ===============
</TABLE>




                             See accompanying notes.

                                       5
<PAGE>   6



                         BOLDER TECHNOLOGIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                           MARCH 31, 1998 (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-month period ended March 31, 1998 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, 1997 included in the Company's Annual Report on Form 10-K.
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-month period ended March 31, 1998 are not necessarily indicative of
operating results to be expected for the full year.

The Company has received certain payments in connection with its strategic
agreement with Johnson Controls, Inc. ("JCI"). These payments, which have been
recorded as deferred revenue, are consideration to the Company for certain
services provided to JCI to transfer appropriate technical information to JCI as
specified in the agreement. The Company is recognizing revenue as services are
performed, using the percentage of completion method. These revenues and others
related to JCI totaled approximately 75% and 85% of total research and
development services revenue during the three months ended March 31, 1998 and
1997, respectively.

In 1998, the Company has adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income," which requires companies to report and
display comprehensive income and its components in the financial statements. For
the quarters ended March 31, 1998 and 1997, and inception to date, comprehensive
income does not differ from net loss.




                                       6
<PAGE>   7




The Company has computed earnings per share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share," which the Company
adopted in 1997. Also, the Company has adopted the guidance of the Securities
and Exchange Commission Staff Accounting Bulletin No. 98 and related
interpretations. Accordingly, the Company has presented basic earnings per share
for each period presented. Diluted net loss per common share is not presented,
as the effect of common equivalent shares from stock options and warrants is
antidilutive.

The following table provides additional information regarding the computation of
basic earnings per share for the three months ending March 31, 1998:

<TABLE>
<CAPTION>
                                                            For the Quarter Ended March 31, 1998
                                                     --------------------------------------------------
                                                                            Weighted
                                                                            Average
                                                           Loss              Shares         Per-share
                                                       (Numerator)        (Denominator)      Amount
                                                     ---------------      -------------   -------------
<S>                                                  <C>                  <C>             <C>
Net Loss                                             $    (2,344,330)
Dividend on preferred stock                                 (368,898)
Accretion of preferred stock offering costs                  (52,910)
                                                     ---------------
Net loss allocable to common stockholders            $    (2,766,138)         9,488,368   $      (0.29)
                                                     ===============      =============   ============
</TABLE>


The following table provides additional information regarding the computation of
basic earnings per share for the three months ending March 31, 1997:

<TABLE>
<CAPTION>
                                                           For the Quarter Ended March 31, 1997
                                                     -------------------------------------------------
                                                                            Weighted
                                                                             Average
                                                        Loss                 Shares        Per-share
                                                     (Numerator)          (Denominator)      Amount
                                                     -----------          -------------    -----------
<S>                                                  <C>                  <C>              <C>         
Net loss allocable to common stockholders            $(1,661,067)            9,429,672     $     (0.18)
                                                     ===========           ===========     ===========
</TABLE>


At March 31, 1998, securities that could potentially dilute basic net loss per
share in the future include 1,390,145 outstanding options to purchase the
Company's common stock, 49,766 outstanding warrants to purchase the Company's
common stock and 336,200 shares of Convertible, Redeemable Preferred Stock.




                                       7
<PAGE>   8

                         BOLDER TECHNOLOGIES CORPORATION


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Except for the historical information contained herein, this report may contain
forward-looking statements that involve risks and uncertainties, including
manufacturing risks associated with implementing new process technology, testing
and validating the new production line, achieving commercial-scale manufacturing
levels, achieving consistent yields and quality, uncertainty of market
acceptance, as well as other risks detailed from time to time in the Company's
filings with the Securities and Exchange Commission, including the Company's
registration statement on Form S-3 filed on December 5, 1997, as amended through
February 19, 1998; the report on Form 8-K filed February 12, 1998; and the Form
10-K filed March 30, 1998. These risks, particularly those associated with the
Company's implementation of its new manufacturing line and processes, (i) have
materially and adversely affected, and may in the future materially and
adversely affect, the Company's results and (ii) have caused and may in the
future cause such results to differ materially from those expressed in any
forward-looking statements made by BOLDER.

GENERAL

Since its inception in March 1991, BOLDER Technologies Corporation (the
"Company") has been a development stage company, principally engaged in the
research and development of its Thin Metal Film ("TMF(R)") 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 72,000 prototype TMF batteries. An aggregate of approximately 11,000
cells has been shipped to more than 100 potential customers, primarily for
evaluation. In May 1997, the Company moved to a new leased manufacturing
facility and corporate headquarters in Golden, Colorado. This facility has been
designed to accommodate three production lines and two research and development
lines, as well as all of the Company's other operations. The Company contracted
with Wright Industries to manufacture the first line, which will produce sub-C
cells. The Company had disclosed in early February 1998 that the qualification
of its first high volume manufacturing line had proceeded more slowly than
originally anticipated due to the late delivery and installation of equipment
and the time involved in initial debugging of the line. The Company has now
completed installation of its first manufacturing production line, completed
certain key modifications, and demonstrated the fundamental mechanical
functionality of the entire line. Additional modifications could be required to
fully realize the designed production capacity of the line. The intended cycle
times for all individual major unit operations within the manufacturing process
have recently been attained. The Company's main focus currently is to improve
the integration of the production line, stabilize the production process and
achieve predictable yields. Then, the next step involves putting several
thousand cells into a rigorous program to validate all aspects of their
performance. After this extensive validation program is satisfactorily
completed, the Company expects to begin generating commercial product sales
later in 1998. The Company expects to generate revenues primarily from the sale
of its TMF batteries.




                                       8

<PAGE>   9
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 sale by both partners and to
pursue HEV battery development opportunities for TMF batteries. In 1997, having
substantially completed its primary objective of developing the high volume
manufacturing technology, the Company and JCI announced a new strategic
partnership, which replaced the Joint Venture effective as of July 1996. Under
the terms of the new strategic partnership, which was finalized in July 1997,
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 agreement to discontinue the Joint Venture, BOLDER
received a cash payment from JCI, as well as all of the tangible net assets of
the Joint Venture. In return, BOLDER granted JCI certain royalty-bearing
licenses and committed to provide certain technology transfer services. All of
the licenses are royalty bearing and certain of the licenses are subject to
minimum royalties and minimum performance criteria. BOLDER and JCI also entered
into a cross supply agreement with commitments to supply the other party with
minimum quantities of TMF battery products for several years.

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 $581,145 from $479,747 for the three-month periods
ended March 31, 1998 and 1997, respectively. Approximately 75 percent of the
$553,304 of research and development services revenues for the three-month
period ended March 31, 1998, and approximately 85 percent of the $441,989 for
the three-month period ended March 31, 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-month periods ended March 31, 1998 and 1997,
respectively, resulted from a government-funded research and development
program. Revenues from product sales of $27,841 and $37,758 for the first
quarter 1998 and 1997, respectively, were at nominal levels and are expected to
remain at nominal levels until the beginning of high volume production.

Cost of revenues decreased to $127,792 from $140,418 for the three-month periods
ended March 31, 1998 and 1997, respectively. Most of the decrease in 1998 was
due to lower levels of effort in 1998 than in 1997 directly attributable to
private customer-funded new product development programs.

Research and development expenses increased to $1,881,104 from $1,018,234 for
the three-month periods ended March 31, 1998 and 1997, respectively. The
increase was primarily due to additional technical staff and associated expenses
and new manufacturing facility and production line expenses related to the
Company's expanded efforts to commercialize its sub-C cell and prepare to
implement high volume manufacturing.





                                       9
<PAGE>   10

General and administrative expenses decreased to $839,077 from $1,092,624 for
the three-month periods ended March 31, 1998 and 1997, respectively. The primary
reason for the decrease in 1998 was the inclusion for the three-month period
ended March 31, 1997 of approximately $210,000 of costs (printing, legal, and
accounting) associated with the registration statement filed in February 1997
and withdrawn in May 1997. The decrease in 1998 also reflected lower levels of
recruiting activities and associated expenses than in 1997.

Selling and marketing expenses increased to $87,375 from $79,652 for the
three-month periods ended March 31, 1998 and 1997, respectively. The 1998
increases were primarily due to increased marketing and business development
activities related to the Company's efforts to obtain new customers for future
delivery of product.

Interest income increased to $243,909 from $206,273 for the three-month periods
ended March 31, 1998 and 1997, respectively. This increase resulted from larger
invested cash balances in 1998 primarily resulting from the Company's private
placement in October, 1997.

Interest expense increased to $234,036 from $16,159 for the three-month periods
ended March 31, 1998 and 1997, respectively. The increases in 1998 were due to
increased levels of lease and debt financing.

LIQUIDITY AND CAPITAL RESOURCES

From its inception through March 31, 1998, 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 $52.5 million from
sales of these securities. The Company has also received net proceeds of $12.3
million from a debt agreement with Transamerica Business Credit Corporation. At
March 31, 1998, the Company's balances of cash, cash equivalents, and
available-for-sale securities totaled $21.3 million, compared to $20.4 million
at December 31, 1997.

In October, 1997, the Company received approximately $15.8 million in net
proceeds from the private placement of 336,200 shares of Series A Convertible
Preferred Stock. The first dividend payment, in the form of shares of the
Company's common stock, was made on March 13, 1998, resulting in the issuance of
77,985 shares of the Company's common stock. The total amount of this dividend
payment, representing the period from October 8, 1997 through March 12, 1998,
was $642,464.

In March, 1998, the Company obtained loan proceeds of $5.2 million from its debt
agreement with Transamerica Business Credit Corporation ("TBCC"). The Company
has no additional financing available from the TBCC debt agreement. The
remaining loan balance, which is collateralized by tenant improvements and the
high volume production line, is $11.0 million at March 31, 1998.

As of March 31, 1998, the Company had made progress payments of $11.0 million to
fund the construction of its first high-volume production line, of which $8.0
million were financed through its debt agreement with TBCC. The Company's
remaining liability of $0.4 million to the supplier of the production line is
payable upon specific vendor performance. The Company invested $0.3 million
during the three months ended March 31, 1998 in leasehold improvements,
machinery, equipment, and office furnishings to support its new facility and its
development, production, sales, and administrative activities.



                                       10
<PAGE>   11



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 at least the next
12 months. To provide funds for future production lines, the Company will need
to access additional sources of equity capital or debt. If these financing
sources are not available, then the Company would likely delay any substantial
expansion of fully-automated manufacturing capacity. 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.




                                       11
<PAGE>   12



                         BOLDER TECHNOLOGIES CORPORATION

PART II. OTHER INFORMATION

      ITEM 1.     LEGAL PROCEEDINGS.

                  None

      ITEM 2.     CHANGES IN SECURITIES.

                  On January 23, 1998, the Company adopted a Share Purchase
                  Rights Plan. Terms of the Plan are summarized in a report on
                  Form 8-K filed by the Company on January 23, 1998.

      ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

                  None

      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

                  None

      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 first quarter ended March 31, 1998, the
                           Company filed two reports on Form 8-K, dated January
                           23, 1998 and February 12, 1998, 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:   May 14, 1998              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>
  27             -- Financial Data Schedule.
</TABLE>




  

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                       8,170,210
<SECURITIES>                                13,092,500
<RECEIVABLES>                                  169,867
<ALLOWANCES>                                         0
<INVENTORY>                                    157,614
<CURRENT-ASSETS>                            21,704,030
<PP&E>                                      21,875,242
<DEPRECIATION>                             (1,474,320)
<TOTAL-ASSETS>                              42,347,955
<CURRENT-LIABILITIES>                        4,520,348
<BONDS>                                      9,896,363
                                0
                                 15,916,310
<COMMON>                                         9,588
<OTHER-SE>                                  12,005,346
<TOTAL-LIABILITY-AND-EQUITY>                42,347,955
<SALES>                                         27,841
<TOTAL-REVENUES>                               581,145
<CGS>                                           13,606
<TOTAL-COSTS>                                  127,792
<OTHER-EXPENSES>                             2,807,556
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             234,036
<INCOME-PRETAX>                            (2,344,330)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (2,344,330)
<EPS-PRIMARY>                                   (0.29)
<EPS-DILUTED>                                     0.00
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission