<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, 1999
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)
<TABLE>
<S> <C>
Delaware 84-1166231
- -----------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
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 9,715,130
- ---------------------------------------- ------------------------------
(Class) (Outstanding at May 1, 1999)
<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, 1999 and December 31, 1998 3
Condensed Statements of Operations for the three-month periods ended March
31, 1999 and 1998; and the period from inception (March 22, 1991) through
March 31, 1999 4
Condensed Statements of Cash Flows for the three-month periods
ended March 31, 1999 and 1998; and the period from inception
(March 22, 1991) through March 31, 1999 5
Notes to Condensed Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS. 8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS 11
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,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents $ 539,655 $ 962,453
Available-for-sale securities 6,159,220 10,157,281
Other current assets 362,637 285,078
------------ ------------
TOTAL CURRENT ASSETS 7,061,512 11,404,812
Property and equipment, at cost, net 21,152,529 20,815,000
Other assets, net 458,098 371,935
------------ ------------
TOTAL ASSETS $ 28,672,139 $ 32,591,747
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities $ 1,517,590 $ 1,787,364
Deferred revenue 35,000 35,000
Notes and capital leases, current portion 1,640,586 1,521,842
------------ ------------
TOTAL CURRENT LIABILITIES 3,193,176 3,344,206
Notes and capital leases, less current portion 8,411,384 8,859,203
Commitments and contingencies
Stockholders' equity:
Convertible, redeemable preferred stock, $0.001 par value, 5,000,000
shares authorized; 336,200 issued and outstanding at March 31, 1999 and
December 31, 1998, with a liquidation and redemption value of
$16,810,000 16,430,857 15,998,863
Common Stock, $.001 par value, 25,000,000 shares authorized; 9,748,463 and
9,713,376 shares issued at March 31, 1999 and December 31, 1998,
respectively 9,748 9,713
Treasury stock, $.001 par common stock, 33,333
shares at March 31, 1999 and December 31, 1998 (50,000) (50,000)
Additional paid-in capital 36,405,049 36,773,529
Deficit accumulated during the development stage (35,728,075) (32,343,767)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 17,067,579 20,388,338
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 28,672,139 $ 32,591,747
============ ============
</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)
1999 1998 TO MARCH 31, 1999
------------ ------------ -----------------
<S> <C> <C> <C>
REVENUES
Product sales $ 17,120 $ 27,841 $ 335,065
Research and development services 64,324 553,304 5,381,630
------------ ------------ ------------
81,444 581,145 5,716,695
COST OF REVENUES 62,615 127,792 1,345,227
------------ ------------ ------------
18,829 453,353 4,371,468
------------ ------------ ------------
OPERATING EXPENSES
Research and development 2,040,653 1,860,653 26,188,174
General and administrative 755,792 828,478 12,496,814
Selling and marketing 377,706 118,425 1,777,726
------------ ------------ ------------
3,174,151 2,807,556 40,462,714
------------ ------------ ------------
LOSS FROM OPERATIONS (3,155,322) (2,354,203) (36,091,246)
OTHER INCOME (EXPENSE)
Interest income 115,179 243,909 2,874,052
Interest expense (344,165) (234,036) (2,510,881)
------------ ------------ ------------
NET LOSS (3,384,308) (2,344,330) $(35,728,075)
------------ ------------ ------------
Dividend on preferred stock (378,225) (378,225)
Accretion of preferred stock offering costs (53,769) (52,910)
------------ ------------
NET LOSS ALLOCABLE TO COMMON STOCKHOLDERS $ (3,816,302) $ (2,775,465)
============ ============
Basic and diluted net loss per share $ (0.39) $ (0.29)
============ ============
Shares used in computing basic and diluted
net loss per share 9,689,197 9,488,368
============ ============
</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)
1999 1998 TO MARCH 31, 1999
------------ ------------ -----------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Loss $ (3,384,308) $ (2,344,330) $(35,728,075)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 313,545 248,714 3,059,106
Change in deferred revenue -- (349,635) 35,000
Other -- -- 104,956
Changes in operating assets and liabilities (369,512) (696,840) 1,112,890
------------ ------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (3,440,275) (3,142,091) (31,416,123)
------------ ------------ ------------
INVESTING ACTIVITIES
Purchase of short term investments -- (1,086,788) (65,837,831)
Sale of short term investments 3,998,061 2,974,735 59,678,611
Purchases of property and equipment (641,008) (371,640) (24,122,890)
Decrease in construction-in-progress payable -- (373,129) --
Patent costs (74,050) (14,971) (469,110)
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 3,283,003 1,128,207 (30,751,220)
------------ ------------ ------------
FINANCING ACTIVITIES
Proceeds from issuance of preferred stock -- -- 25,869,062
Proceeds from issuance of common stock 63,549 56,864 25,783,336
Proceeds from issuance of notes payable -- 5,043,064 16,500,347
Purchase of treasury stock from founder -- -- (50,000)
Payments on notes payable and capital leases payable (329,075) (262,060) (2,968,450)
Stock issuance costs -- (68,104) (2,430,174)
Payments on issuance of dividends -- -- (86)
Issuance of warrants to purchase common or preferred stock -- -- 2,963
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (265,526) 4,769,764 62,706,998
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (422,798) 2,755,880 539,655
Cash and cash equivalents, beginning of period 962,453 5,414,330 --
------------ ------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 539,655 $ 8,170,210 $ 539,655
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ 348,564 $ 235,418 $ 2,295,822
============ ============ ============
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Accretion of preferred stock offering costs $ 53,769 $ 52,910 $ 317,986
============ ============ ============
Preferred stock dividend accrual $ 378,225 $ 378,225 $ 2,243,445
============ ============ ============
Preferred stock dividends paid in common stock $ -- $ 654,900 $ 1,865,220
============ ============ ============
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, 1999 (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, 1999 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, 1998 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, 1999 are not necessarily indicative of
operating results to be expected for the full year.
The Company received certain payments in connection with its strategic agreement
with Johnson Controls, Inc. ("JCI"). These payments were consideration to the
Company for certain services provided to JCI to transfer appropriate technical
information to JCI as specified in the agreement. The Company recorded these
payments as deferred revenue, and recognized the revenue as services were
performed, using the percentage of completion method. These services were
completed in 1998. These revenues totaled approximately 77% of total research
and development services revenues for the three months ended March 31, 1998.
At March 31, 1999, securities that have been excluded from basic and diluted net
loss per share because they would be antidilutive include 1,547,437 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, which are convertible into 1,120,666 shares of
common stock.
Effective January 1, 1998, the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income." SFAS No. 130 establishes standards for reporting comprehensive income
and its components in financial statements. Comprehensive income, as defined,
includes all changes in equity (net assets) during a period from non-owner
sources. From Inception, the Company has not had any transactions that are
required to be reported in comprehensive income as compared to its net loss.
In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information." This
statement establishes standards for the way companies report information about
operating segments in annual financial statements. It also establishes standards
for related disclosures about products and services, geographic areas and major
customers. In accordance with the provisions of SFAS No. 131, the Company has
determined that it does not have separately reportable operating segments.
In March 1998, the American Institute of Certified Public Accountants ("AICPA")
issued Statement of Position ("SOP") No. 98-1, "Software for Internal Use,"
which provides guidance on accounting for the cost of computer software
developed or obtained for internal use. SOP No. 98-1 is effective for fiscal
years beginning after December 15, 1998. The adoption of SOP No. 98-1 did not
have a material impact on the Company's financial statements.
6
<PAGE> 7
The AICPA has issued SOP No. 98-5, "Reporting on the Costs of Start-up
Activities." SOP No. 98-5 requires that all non-governmental entities expense
the costs of start-up activities, including organizational costs, as these costs
are incurred. Since Inception, the Company has not capitalized the costs of
start-up activities.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The Company is required to adopt SFAS in
fiscal 2000. SFAS No. 133 established methods of accounting for derivative
financial instruments and hedging activities related to those instruments as
well as other hedging activities. To date, the Company has not entered into any
derivative financial instruments or hedging activities.
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,
achieving commercial-scale manufacturing levels, achieving consistent yields and
quality, uncertainty of market acceptance and the timing 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, and the Form 10-K filed March 30, 1999. These risks (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 127,000 square foot leased manufacturing facility and corporate headquarters
in Golden, Colorado. This facility has been designed to accommodate multiple
production lines and two research and development lines, as well as all of the
Company's other operations. The Company had disclosed in early February 1998
that the qualification of its first high volume manufacturing line for producing
a "sub-C cell" had proceeded more slowly than originally anticipated, due to the
late delivery and installation of equipment and the time involved in initially
testing and debugging of the line. Since February 1998, the Company focused on
making key modifications to the production line and completing the debugging,
testing, and qualification process. In September 1998, the Company completed
this process. In October, the Company introduced its sub-C cell, which can be
used as a modular building block for various battery packs. Based on the sub-C
cell, the Company also introduced a modular line of battery packs known as its
TMF REBEL(TM) rechargeable battery packs. The Company is currently producing a
few thousand sub-C cells per month for sampling, to fulfill small orders and for
experiments to improve the production process and product performance.
The Company believes that the task of improving the efficiency of its first
production line, the efficiency of the overall manufacturing process, and the
performance of its TMF products will be an ongoing activity, as with any new
process technology, even beyond the start of commercial operations. Additional
modifications will be required from time to time to improve the production
capability of the line. Similarly, changes in the design of the Company's
products will be required from time to time to improve product performance.
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 customer's products. The
Company expects modest product shipments to OEMs until significant numbers of
customers have completed this process. The Company has announced plans to
introduce a line of end-user products based on TMF batteries during the second
half of 1999. The Company expects to generate revenues primarily from the sale
of its end-user products and TMF batteries. The Company does not expect a
significant volume of product shipments and resulting revenues prior to the
second half of 1999.
In June 1995, the Company and 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
8
<PAGE> 9
objective of developing the high volume manufacturing technology, the Company
and JCI announced a new relationship, which replaced the Joint Venture effective
as of July 1996. Under the terms of the new relationship, which was finalized in
July 1997, each party is separately implementing 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. The
Company completed all of its obligations to provide technology transfer services
to JCI in 1998. 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
Revenues from product sales of $17,120 and $27,841 for the first quarter 1999
and 1998, respectively, were at nominal levels and are expected to remain at
nominal levels until market adoption by OEM customers increases.
Research and development services ("R&D") revenues declined to $64,324 from
$553,304 for the first quarters ended March 31, 1999 and 1998, respectively. The
1998 first quarter included $350,000 of R&D revenues recognized by BOLDER for
services provided in connection with its technology transfer arrangement with
JCI, which was completed at the end of 1998. R&D revenues from a customer-funded
product development program decreased to $29,000 in the first quarter 1999 from
$129,000 in the prior year. This program was completed in the first quarter
1999. The Company considers R&D revenues as insignificant to the future of the
business.
Cost of revenues decreased to $62,615 from $127,792 for the three-month periods
ended March 31, 1999 and 1998, respectively. Most of the decrease in 1999 was
due to lower levels of activity and, correspondingly lesser R&D revenues in 1999
than in 1998, from a customer-funded product-development program that was
completed in the first quarter 1999.
Research and development expenses increased to $2,040,653 for the three months
ended March 31, 1999, from $1,860,653 for the same period in 1998. The increase
in 1999 was primarily due to additional technical staff and associated expenses,
and new manufacturing facility and production line expenses related to the
Company's efforts to provide high volume production capability in support of the
Company's commercialization efforts.
General and administrative expenses decreased to $755,792 from $828,478 for the
three-month periods ended March 31, 1999 and 1998, respectively. The decrease in
1999 resulted primarily from reductions in expenses for legal fees and outside
consulting services compared to the prior year.
Selling and marketing expenses increased to $377,706 from $118,425 for the
three-month periods ended March 31, 1999 and 1998, respectively. The increases
in 1999 were primarily due to increased staffing levels and business development
activities associated with the commercial introduction of the Company's
products.
Interest income decreased to $115,179 from $243,909 for the three-month periods
ended March 31, 1999 and 1998, respectively. This decrease was due to smaller
average invested cash balances in the first quarter 1999 than in the 1998
quarter.
9
<PAGE> 10
Interest expense increased to $344,165 from $234,036 for the three-month periods
ended March 31, 1999 and 1998, respectively. The increase in 1999 was due to
higher levels of debt financing in the 1999 first quarter than in the prior year
period.
LIQUIDITY AND CAPITAL RESOURCES
From its inception through March 31, 1999, 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
("TBCC"). At March 31, 1999, the Company's balances of cash, cash equivalents,
and available-for-sale securities totaled $6.7 million, compared to $11.1
million at December 31, 1998.
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 $654,900. Additional dividend payments, in the form of shares of the
Company's common stock, were made on June 30 and December 31, 1998. This
resulted in the issuance of 36,704 and 80,902 shares, respectively. The total
value of the dividend payment that covered the period from March 13, 1998
through June 30, 1998, was $453,870. The value of the dividend payment that
covered the period from July 1, 1998 through December 31, 1998, was $756,450.
In March 1998, the Company obtained loan proceeds of $5.2 million from its debt
agreement with 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 $10.0 million at
March 31, 1999.
The Company made progress payments of $11.4 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. As of March 31, 1999, the Company has no
additional obligations to the supplier of its production line. The Company
invested approximately $600,000 during the three-months ended March 31, 1999 in
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, as well as projected cash generated from
future operations, will satisfy the Company's funding requirements at least
through year-end 1999. In order to meet its planned operations beyond 1999 and
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, 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.
10
<PAGE> 11
YEAR 2000
State of Readiness. The Company relies on software in its information systems
and manufacturing equipment. Most of this equipment and software was installed
and written within the past three years. The Company has completed an inventory
of its critical control systems, computers, and application software.
Costs. The Company has a plan to validate each of these systems by the end of
Third Quarter 1999. This plan (45% of total expected hours completed to April
30, 1999) will be accomplished through a combination of written vendor
confirmations and specific validation testing. The Company has contracted with
third party vendors to assist in planning tests and/or testing these systems.
The costs of the testing and validation phase are not expected to exceed
$50,000, including consulting and internal resources.
Due to the fact that the Company's information and embedded systems are new,
generally off-the-shelf, and vendor relationships still exist for the subject
equipment and software, Year 2000 remediation costs are expected to be
relatively small. They are expected to consist of replacing relatively low-cost
personal computers, and installations of bug-fixes from major manufacturers of
equipment, along with some customer software fixes. These costs, including
hardware replacements accelerated by the Year 2000 situation, and other
contingency plan activities, are not expected to exceed $50,000.
Risks. The most likely risks to the Company from Year 2000 issues are external,
due to the difficulty of validating key third parties' readiness for Year 2000.
The Company will seek confirmation of such compliance and seek relationships
that are compliant. However, the risk that a major supplier of raw materials, or
a major OEM customer, will become unreliable due to Year 2000 problems will
still exist. The Company will maintain contingency plans for each of these key
relationships as they arise, such as second sourcing, purchasing additional
inventory, and creating joint contingency plans for Year 2000 situations with
each relationship.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable because the Company has only fixed rate debt and no
derivatives.
11
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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.
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) There were no reports on Form 8-K for the three
months ended March 31, 1999.
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-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 539,655
<SECURITIES> 6,159,220
<RECEIVABLES> 40,694
<ALLOWANCES> 0
<INVENTORY> 215,559
<CURRENT-ASSETS> 7,061,512
<PP&E> 23,768,963
<DEPRECIATION> (2,616,434)
<TOTAL-ASSETS> 28,672,139
<CURRENT-LIABILITIES> 3,193,176
<BONDS> 8,411,384
0
16,430,857
<COMMON> 9,748
<OTHER-SE> 12,231,534
<TOTAL-LIABILITY-AND-EQUITY> 28,672,139
<SALES> 17,120
<TOTAL-REVENUES> 81,444
<CGS> 13,606
<TOTAL-COSTS> 62,615
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