<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 June 30, 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 (IRS Employer
of 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 9,599,141
- --------------------------------- -----------------------------------
(Class) (Outstanding at August 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 June 30, 1998 and December 31, 1997 3
Condensed Statements of Operations for the three and six-month periods
ended June 30, 1998 and 1997, and the period from inception (March 22,
1991) through June 30, 1998 4
Condensed Statements of Cash Flows for the six-month periods
ended June 30, 1998 and 1997; and the period from inception
(March 22, 1991) through June 30, 1998 5
Notes to Condensed Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS. 9
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. 13
ITEM 2. CHANGES IN SECURITIES. 13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 13
ITEM 5. OTHER INFORMATION. 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 15
SIGNATURES 16
</TABLE>
2
<PAGE> 3
BOLDER TECHNOLOGIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
----------- -----------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 4,594,518 $ 5,414,330
Available-for-sale securities 13,134,679 14,980,447
Other current assets 439,433 362,937
----------- -----------
TOTAL CURRENT ASSETS 18,168,630 20,757,714
Property and equipment, at cost, net 20,568,600 20,272,932
Other assets, net 279,573 244,943
----------- -----------
TOTAL ASSETS $39,016,803 $41,275,589
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities $ 1,071,156 $ 2,015,688
Construction-in-process payable 373,130 746,259
Deferred revenue 1,122,655 1,821,924
Notes and capital leases, current portion 1,352,035 1,157,238
----------- -----------
TOTAL CURRENT LIABILITIES 3,918,976 5,741,109
Notes and capital leases, less current portion 9,521,646 5,247,665
Commitments and contingencies
Stockholders' equity:
Convertible, redeemable preferred stock, $0.001 par value, 336,200
authorized and outstanding at June 30, 1998 and December 31, 1997, with
a liquidation and redemption value of
$16,810,000 15,891,325 16,205,046
Common Stock, $.001 par value, 25,000,000 shares authorized; 9,625,531 and
9,498,440 shares issued at June 30, 1998 and December 31, 1997,
respectively 9,626 9,498
Treasury stock, $.001 par common stock, 33,333
shares at June 30, 1998 and December 31, 1997 (50,000) (50,000)
Additional paid-in capital 36,824,377 36,522,069
Deficit accumulated during the development stage (27,099,147) (22,399,798)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 25,576,181 30,286,815
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $39,016,803 $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 SIX MONTHS ENDED FOR THE PERIOD
JUNE 30, JUNE, 30 FROM INCEPTION
---------------------------- ----------------------------- (MARCH 22, 1991)
1998 1997 1998 1997 TO JUNE 30, 1998
------------ ------------ ------------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
REVENUES
Product sales $ 4,240 $ 3,858 $ 32,081 $ 41,616 $ 300,762
Research and development services 527,641 718,233 1,080,945 1,160,222 3,987,646
------------ ------------ ------------ ------------ -------------
531,881 722,091 1,113,026 1,201,838 4,288,408
COST OF REVENUES 75,734 208,223 203,526 348,641 1,153,219
------------ ------------ ------------ ------------ -------------
456,147 513,868 909,500 853,197 3,135,189
============ ============ ============ ============ =============
OPERATING EXPENSES
Research and development 1,830,053 1,505,899 3,720,912 2,524,132 20,180,891
General and administrative 805,957 861,426 1,635,279 1,954,052 10,099,273
Selling and marketing 58,546 80,240 145,921 159,891 880,368
------------ ------------ ------------ ------------ -------------
2,694,556 2,447,565 5,502,112 4,638,075 31,160,532
============ ============ ============ ============ =============
LOSS FROM OPERATIONS (2,238,409) (1,933,697) (4,592,612) (3,784,878) (28,025,343)
OTHER INCOME (EXPENSE)
Interest income 262,876 177,946 506,785 384,218 2,359,923
Interest expense (379,486) (120,874) (613,522) (137,032) (1,433,727)
------------ ------------ ------------ ------------ -------------
NET INCOME (LOSS) $ (2,355,019) $ (1,876,625) $ (4,699,349) $ (3,537,692) $ (27,099,147)
============ ============ ============ ============ =============
Basic net loss per share $ (0.29) $ (0.20) $ (0.58) $ (0.38)
============ ============ ============ ============
Shares used in computing basic
net loss per share 9,555,494 9,470,792 9,522,116 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)
1998 1997 TO JUNE 30, 1998
----------- ----------- ----------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Loss $(4,699,349) $(3,537,692) $(27,099,147)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization 512,914 235,932 2,148,625
Change in deferred revenue (699,269) (1,018,440) 1,122,655
Other - - 104,956
Changes in operating assets and liabilities (1,012,420) 3,626,711 620,096
----------- ----------- ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (5,898,124) (693,489) (23,102,815)
----------- ----------- ------------
INVESTING ACTIVITIES
Purchase of short term investments (4,083,750) (2,645,959) (62,830,554)
Sale of short term investments 5,929,518 9,533,656 49,695,875
Purchases of property and equipment (797,603) (6,182,105) (22,655,131)
Increase (decrease) in construction-in-process payable (373,129) (2,043,293) 373,130
Patent costs (54,220) (34,525) (294,373)
----------- ----------- ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 620,816 (1,372,226) (35,711,053)
----------- ----------- ------------
FINANCING ACTIVITIES
Proceeds from issuance of preferred stock - - 25,869,062
Proceeds from issuance of common stock 56,864 95,394 25,662,993
Proceeds from issuance of notes payable 5,043,064 6,639,964 16,423,460
Purchase of treasury stock from founder - - (50,000)
Payments on notes payable and capital leases payable (574,286) (256,890) (2,069,852)
Stock issuance costs (68,146) - (2,430,240)
Issuance of warrants to purchase common or preferred stock - - 2,963
----------- ----------- ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 4,457,496 6,478,468 63,408,386
=========== =========== ============
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (819,812) 4,412,753 4,594,518
Cash and cash equivalents, beginning of period 5,414,330 968,297 -
----------- ----------- ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,594,518 $ 5,381,050 $ 4,594,518
=========== =========== ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ 694,273 $ 137,032 $ 1,334,418
=========== =========== ============
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Accretion of preferred stock offering costs $ 106,679 $ - $ 156,679
=========== =========== ============
Preferred stock dividend accrual $ 739,812 $ - $ 1,092,132
=========== =========== ============
Preferred stock dividends paid in common stock $ 1,092,132 $ - $ 1,092,132
=========== =========== ============
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
JUNE 30, 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 and six-month periods ended June 30, 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
and six-month periods ended June 30, 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 80% and 78% of total research and
development services revenues during the three and six months ended June 30,
1998, respectively, as compared to 54% and 67% for the three and six months
ended June 30, 1997.
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 three and six-month periods ended June 30, 1998 and 1997, and inception to
date, comprehensive income does not differ from net loss.
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 and six months ending June 30, 1998:
6
<PAGE> 7
<TABLE>
<CAPTION>
For the Quarter Ended June 30, 1998
---------------------------------------------------------------
Weighted
Average
Loss Shares Per-share
(Numerator) (Denominator) Amount
----------- ------------- ------
<S> <C> <C> <C>
Net Loss $ (2,355,019)
Dividend on preferred stock (370,914)
Accretion of preferred stock offering costs (53,769)
---------------
Net loss allocable to common stockholders $ (2,779,702) 9,555,494 $ (0.29)
=============== =============== ===============
</TABLE>
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 1998
----------------------------------------------------------------
Weighted
Average
Loss Shares Per-share
(Numerator) (Denominator) Amount
----------- ------------- ------
<S> <C> <C> <C>
Net Loss $ (4,699,349)
Dividend on preferred stock (739,812)
Accretion of preferred stock offering costs (106,679)
---------------
Net loss allocable to common stockholders $ (5,545,840) 9,522,116 $ (0.58)
=============== =============== ===============
</TABLE>
The following table provides additional information regarding the computation of
basic earnings per share for the three and six months ending June 30, 1997:
<TABLE>
<CAPTION>
For the Quarter Ended June 30, 1997
---------------------------------------------------------------
Weighted
Average
Loss Shares Per-share
(Numerator) (Denominator) Amount
----------- ------------- ------
<S> <C> <C> <C>
Net loss allocable to common stockholders $ (1,876,625) 9,470,792 $ (0.20)
=============== =============== ===============
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 1997
---------------------------------------------------------------
Weighted
Average
Loss Shares Per-share
(Numerator) (Denominator) Amount
----------- ------------- ------
<S> <C> <C> <C>
Net loss allocable to common stockholders $ (3,537,692) 9,468,415 $ (0.38)
=============== =============== ===============
</TABLE>
At June 30, 1998, securities that could potentially dilute basic net loss per
share in the future include 1,352,934 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.
8
<PAGE> 9
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. 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 high-volume production 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. The
intended cycle times for all individual major unit operations within the
manufacturing process have been attained.
The Company recently began expanded qualification testing of batteries produced
on the first production line. This vigorous testing program will put several
thousand batteries through a wide range of test regimes to simulate actual
applications. Upon the attainment of appropriate test results, the Company
expects to initiate commercial operations with limited shipments to selected
customers later in 1998.
The Company believes that the task of improving the efficiency of its first
production line and the efficiency of the overall manufacturing process will be
an ongoing activity, as with any new process technology, even beyond the start
of commercial operations. Additional modifications could be required from time
to time to realize the optimized production capacity of the line.
As with any new enabling technology, the Company expects to go through a period
of market adoption in which customers test and evaluate the BOLDER TMF
batteries, subsequently designing the batteries into
9
<PAGE> 10
customer's products. Initially, the Company expects modest product shipments
until significant numbers of customers have completed this process. 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 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 decreased to $531,881 and $1,113,026 for the three-and six-month
periods ended June 30, 1998, respectively, from $722,091 and $1,201,838 for the
same periods in 1997. As in previous reporting periods, the majority of revenues
resulted from research and development services ("R&D"). Revenues from product
sales were at nominal levels and are expected to remain at nominal levels until
the beginning of commercial operations. Approximately 80 and 78 percent of the
$527,641 and $1,080,945 of research and development services revenues for the
three-and six month periods ended June 30, 1998, respectively, resulted from the
Company's recognition of revenue from services performed in connection with the
technology transfer arrangement with JCI. This compares to approximately 54 and
67 percent for the same periods in 1997. The remainder of the research and
development services revenues for the three-and six-month periods ended June 30,
1998 and 1997 resulted from customer-funded research and development programs.
The decrease in 1998 R&D revenues compared to the 1997 periods was due to the
completion of a customer-funded product development program in 1997 that
contributed approximately $239,000 of revenues to the 1997 periods. The R&D
revenues associated with the JCI agreement are non-cash items in 1998 and should
be completed by the end of the year. The Company considers R&D revenues as an
insignificant part of the future of the business.
Cost of revenues decreased to $75,734 and $203,526 for the three- and six-month
periods ended June 30, 1998, respectively, from $208,223 and $348,641 for the
same periods in 1997. Most of the decrease in 1998
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<PAGE> 11
was due to a reduced scope of activity compared to 1997, directly attributable
to private customer-funded new product development programs.
Research and development expenses increased to $1,830,053 and $3,720,912 for the
three- and six-month periods ended June 30, 1998, respectively, from $1,505,899
and $2,524,132 for the same periods in 1997. 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.
General and administrative expenses decreased to $805,957 and $1,635,279 for the
three- and six-month periods ended June 30, 1998, respectively, as compared to
$861,426 and $1,954,052 for the same periods in 1997. The primary reason for the
decrease in 1998 was the inclusion for the six-month period ended June 30, 1997
of approximately $210,000 of costs associated with the registration statement
filed in February 1997 and withdrawn in May 1997. The decrease in both the 1998
three- and six-month periods also reflected lower expenses for legal and outside
consulting services than in the prior year.
Selling and marketing expenses decreased to $58,546 and $145,921 for the three-
and six-month periods ended June 30, 1998, respectively, as compared to $80,240
and $159,891 for the same periods in 1997. The 1998 decreases were primarily due
to lower staffing levels and associated expenses than in 1997.
Interest income increased to $262,876 and $506,785 for the three- and six-month
periods ended June 30, 1998, respectively, from $177,946 and $384,218 for the
same periods in 1997. This increase was due to larger invested cash balances in
1998, primarily resulting from the Company's private placement in October 1997
and proceeds from debt financing in March 1998.
Interest expense increased to $379,486 and $613,522 for the three and six-month
periods ended June 30, 1998, respectively, from $120,874 and $137,032 for the
same periods in 1997. The increases in 1998 were due to increased levels of
lease and debt financing.
LIQUIDITY AND CAPITAL RESOURCES
From its inception through June 30, 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
June 30, 1998, the Company's balances of cash, cash equivalents, and
available-for-sale securities totaled $17.7 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. An additional dividend payment, in the form of shares of the
Company's common stock, was made on June 30, 1998. This resulted in the
11
<PAGE> 12
issuance of 36,704 shares. The total value of the dividend payment, which
covered the period from March 13, 1998 through June 30, 1998, was $449,668.
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 $10.7 million at June 30, 1998.
As of June 30, 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 $0.4 and $0.8
million during the three- and six months ended June 30, 1998 in leasehold
improvements, machinery, equipment, and office furnishings to support its new
facility and its development, production, sales, and administrative activities.
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.
12
<PAGE> 13
BOLDER TECHNOLOGIES CORPORATION
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
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 4, 1998.
Proxies of the meeting were solicited by management; there was no
solicitation in opposition to management's nominees for Class II
Directors set forth in the Proxy Statement and all such nominees
were elected. The stockholders also approved management's proposal
to ratify the selection of Arthur Andersen LLP as independent
accountants of the Company for the fiscal year ending December 31,
1998.
Each holder of record of Common Stock was entitled to one vote per
share, and each holder of record of Series A Preferred Stock was
entitled to 3.33 votes per share. All voting tabulations below
include the effect of both the Common Stock and Series A Preferred
Stock, based on the relative voting rights as noted.
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>
Wilmer R. Bottoms
For 9,589,382
Withhold 20,366
Not Present 973,528
Broker Non-voted 92,884
----------
TOTAL 10,676,160
==========
</TABLE>
13
<PAGE> 14
<TABLE>
<CAPTION>
Nominee Common Stock
------- ------------
<S> <C>
William D. Connor
For 9,589,382
Withhold 20,366
Not Present 973,528
Broker Non-voted 92,884
----------
TOTAL 10,676,160
==========
</TABLE>
<TABLE>
<CAPTION>
Nominee Common Stock
------- ------------
<S> <C>
Carl S. Stutts
For 9,589,382
Withhold 20,366
Not Present 973,528
Broker Non-voted 92,884
----------
TOTAL 10,676,160
==========
</TABLE>
b) 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, 1998.
<TABLE>
<S> <C>
For 9,577,101
Against 2,900
Abstain 29,747
Not Present 973,528
Broker Non-voted 92,884
----------
TOTAL 10,676,160
==========
</TABLE>
ITEM 5. OTHER INFORMATION.
Notice of Deadlines for Stockholder Proposals for 1999 Proxy
Statement
The deadline for submitting a stockholder proposal for inclusion
in the Company's proxy statement and form of proxy for the
Company's 1999 annual meeting of stockholders pursuant to Rule
14a-8, "Shareholder Proposals," of the Securities and Exchange
Commission's Regulation 14A is December 31, 1998.
The date after which notice of a stockholder proposal or a
stockholder nomination for a director submitted outside the
procedures of Rule 14a-8 is considered untimely is April 5, 1999.
14
<PAGE> 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBIT DESCRIPTIONS OF DOCUMENTS
27 -- Financial Data Schedule.
(b) There were no reports on Form 8-K for the three months
ended June 30, 1998.
15
<PAGE> 16
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, 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)
16
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
(a) EXHIBIT DESCRIPTIONS OF DOCUMENTS
------- -------------------------
<S> <C>
27 -- Financial Data Schedule.
(b) There were no reports on Form 8-K for the three months
ended June 30, 1998.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 4,594,518
<SECURITIES> 13,134,679
<RECEIVABLES> 131,012
<ALLOWANCES> 0
<INVENTORY> 166,436
<CURRENT-ASSETS> 18,168,630
<PP&E> 22,301,203
<DEPRECIATION> (1,732,603)
<TOTAL-ASSETS> 39,016,803
<CURRENT-LIABILITIES> 3,918,976
<BONDS> 9,521,646
0
15,891,325
<COMMON> 9,626
<OTHER-SE> 9,675,230
<TOTAL-LIABILITY-AND-EQUITY> 39,016,803
<SALES> 4,240
<TOTAL-REVENUES> 531,881
<CGS> 4,230
<TOTAL-COSTS> 75,734
<OTHER-EXPENSES> 2,694,556
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 379,486
<INCOME-PRETAX> (2,355,019)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,355,019)
<EPS-PRIMARY> (0.29)
<EPS-DILUTED> 0
</TABLE>
