SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 September 30, 1999
|_| 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 333-26673
-----------------------------------------------------------------
EUROTECH, LTD.
(Exact name of small business issuer as specified in its charter)
District of Columbia 33-0662435
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1101 30th Street, NW
Suite 500
Washington, DC 20007-3772
(Address of principal executive offices)
(202) 625-4382
(Issuer's telephone number)
---------------------------------------------------
(Former name, former address and former fiscal year
if changed since last report)
Check 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 |_|
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 30,577,344 shares of Common Stock,
$.00025 par value, were outstanding as of September 30, 1999.
Transitional Small Business Disclosure Forms (check one):
Yes |_| No |X|
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
INDEX TO FORM 10Q
SEPTEMBER 30, 1999
Page Nos.
---------
PART I - FINANCIAL INFORMATION:
ITEM I - FINANCIAL STATEMENTS
BALANCE SHEETS
At December 31, 1998 and September 30, 1999 F-1
STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 1998 and 1999 F-2
For the Period from Inception (May 26, 1995) to September
30, 1999
STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 1998 and 1999 F-3
STATEMENTS OF STOCKHOLDERS' (DEFICIENCY) EQUITY
For the Period from Inception (May 26, 1995) to December F-4 - F-7
31, 1998 For the Nine Months Ended September 30, 1999
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 1998 and 1999 F-8
For the Period from Inception (May 26, 1995) to September
30, 1999
NOTES TO FINANCIAL STATEMENTS F-9 - F-16
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART II - OTHER INFORMATION
Page Nos.
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
BALANCE SHEETS
ASSETS
(Note 2)
<TABLE>
<CAPTION>
At December 31, At Sept. 30, 1999
1998 (Unaudited)
--------------- -----------------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 1,940 $ 311,982
Receivable from related parties 5,918 5,918
Prepaid expenses and other current assets 200 200
------------ ------------
TOTAL CURRENT ASSETS 8,058 318,100
PROPERTY AND EQUIPMENT - net of accumulated depreciation 31,846 25,700
OTHER ASSETS:
Investment in Kurchatov Research Holdings, Ltd. -- 4,841,438
Organization and patent costs - net of accumulated amortization 26,587 25,038
Deferred financing costs 2,361 --
Other assets 7,551 9,750
------------ ------------
TOTAL ASSETS $ 76,403 $ 5,220,026
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Notes payable $ -- $ 570,509
Accrued liabilities 1,716,809 2,690,742
Deferred revenue 225,000 375,000
------------ ------------
TOTAL CURRENT LIABILITIES 1,941,809 3,636,251
------------ ------------
CONVERTIBLE DEBENTURES 6,970,000 6,660,000
------------ ------------
CONTINGENCIES AND OTHER MATTERS (Notes 1, 2, 5 and 6)
STOCKHOLDERS' DEFICIENCY:
Preferred stock - $0.01 par value; 1,000,000 shares
authorized; -0- shares issued and outstanding -- --
Common stock - $0.00025 par value; 50,000,000 shares authorized;
19,621,882 and 30,577,344 shares issued and outstanding at
December 31,1998 and September 30, 1999, respectively 4,905 7,644
Additional paid-in capital 15,452,783 23,186,758
Unearned financing costs (47,500) (4,873)
Deficit accumulated during the development stage (24,245,594) (28,265,754)
------------ ------------
TOTAL STOCKHOLDERS' DEFICIENCY (8,835,406) (5,076,225)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' $ 76,403 $ 5,220,026
DEFICIENCY ============ ============
</TABLE>
See notes to financial statements
F-1
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Period
from Inception
For the Nine Months Ended Sept. 30, (May 26, 1995) to
1998 1999 Sept. 30, 1999
------------ ------------ ------------
<S> <C> <C> <C>
REVENUES $ -- $ -- $ --
------------ ------------ ------------
OPERATING EXPENSES:
Research and development 875,416 690,190 4,120,295
Consulting fees 589,133 403,233 1,794,104
Compensatory element of stock issuances
pursuant to consulting agreements 340,656 1,267,828 3,739,055
Other general and administrative expenses 841,777 843,736 3,950,689
------------ ------------ ------------
TOTAL OPERATING EXPENSES 2,646,982 3,204,987 13,604,143
------------ ------------ ------------
OPERATING LOSS (2,646,982) (3,204,987) (13,604,143)
------------ ------------ ------------
OTHER EXPENSES:
Interest expense 632,270 522,760 1,389,893
Amortization of deferred and unearned
financing costs 3,642,884 292,413 13,271,718
------------ ------------ ------------
TOTAL OTHER EXPENSES 4,275,154 815,173 14,661,611
------------ ------------ ------------
NET LOSS $ (6,922,136) $ (4,020,160) $(28,265,754)
============ ============ ============
NET LOSS PER COMMON SHARE $(0.36) $(0.18)
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 19,288,291 22,333,601
============ ============
</TABLE>
See notes to financial statements.
F-2
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended Sept. 30,
------------------------------------
1998 1999
------------ ------------
<S> <C> <C>
REVENUES $ -- $ --
------------ ------------
OPERATING EXPENSES:
Research and development 314,905 197,041
Consulting fees 83,786 85,747
Compensatory element of stock issuances pursuant to consulting
agreements 13,785 607,740
Other general and administrative expenses 286,979 446,184
------------ ------------
TOTAL OPERATING EXPENSES 699,455 1,336,712
------------ ------------
OPERATING LOSS (699,455) (1,336,712)
------------ ------------
OTHER EXPENSES:
Interest expense 202,550 181,653
Amortization of deferred and unearned financing costs 593,223 --
------------ ------------
TOTAL OTHER EXPENSES 795,773 181,653
------------ ------------
NET LOSS $ (1,495,228) $ (1,518,365)
============ ============
NET LOSS PER COMMON SHARE $ (0.08) $ (0.06)
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 19,371,206 25,755,399
============ ============
</TABLE>
See notes to financial statements.
F-3
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1998
AND THE NINE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
Additional Unearned
Date of Common Stock Paid-in Due from Financing
Period Ended December 31, 1995: Transaction Shares Amount Capital Stockholders Costs
- ------------------------------- ----------- ----------- ------- ----------- ------------ ---------
(1)
<S> <C> <C> <C> <C> <C> <C>
Founder shares issued ($0.00025 per share) 05/26/95 4,380,800 $1,095 $ (1,095) $ -- $ --
Issuance of stock for offering consulting fees
($0.0625 per share) 08/31/95 440,000 110 27,390 -- --
Issuance of stock ($0.0625 and $0.25
per share) Various 4,080,000 1,020 523,980 (3,000) --
Issuance of stock for license ($0.0625 per
share) 08/31/95 600,000 150 37,350 -- --
Issuance of stock options for offering legal
and consulting fees -- -- 75,000 -- --
Offering expenses -- -- (105,398) -- --
Net loss -- -- -- -- --
---------- ------ ----------- ------- -----------
Balance - December 31, 1995 9,500,800 2,375 557,227 (3,000) --
Year Ended December 31, 1996:
- -----------------------------
Issuance of stock ($0.25 per share) Various 1,278,000 320 319,180 -- --
Exercise of stock options 01/18/96 600,000 150 -- -- --
Issuance of stock for consulting fees
($0.34375 per share) 03/22/96 160,000 40 54,960 -- --
Issuance of stock for consulting fees
($0.0625 per share) 05/15/96 2,628,000 657 163,593 -- --
Issuance of stock for consulting fees
($0.590625 per share) 06/19/96 1,500,000 375 885,563 -- --
Issuance of stock for consulting fees
($1.82 per share) 11/12/96 57,036 14 104,275 -- --
Issuance of stock pursuant to bridge financing
($1.81325 per share) 12/96 1,500,000 375 2,719,500 -- (2,719,875)
Amortization of unearned financing costs -- -- -- -- 226,656
Repayment by stockholders -- -- -- 3,000 --
Net loss -- -- -- -- --
---------- ------ ----------- ------- -----------
Balance - December 31, 1996 17,223,836 $4,306 $ 4,804,298 $ -- $(2,493,219)
========== ====== =========== ======= ===========
Deficit
Accumulated
During the
Development
Period Ended December 31, 1995: Stage Total
- ------------------------------- ----------- -----------
<S> <C> <C>
Founder shares issued ($0.00025 per share) $ -- $ --
Issuance of stock for offering consulting fees
($0.0625 per share) -- 27,500
Issuance of stock ($0.0625 and $0.25
per share) -- 522,000
Issuance of stock for license ($0.0625 per
share) -- 37,500
Issuance of stock options for offering legal
and consulting fees -- 75,000
Offering expenses -- (105,398)
Net loss (513,226) (513,226)
----------- -----------
Balance - December 31, 1995 (513,226) 43,376
Year Ended December 31, 1996:
- -----------------------------
Issuance of stock ($0.25 per share) -- 319,500
Exercise of stock options -- 150
Issuance of stock for consulting fees
($0.34375 per share) -- 55,000
Issuance of stock for consulting fees
($0.0625 per share) -- 164,250
Issuance of stock for consulting fees
($0.590625 per share) -- 885,938
Issuance of stock for consulting fees
($1.82 per share) -- 104,289
Issuance of stock pursuant to bridge financing
($1.81325 per share) -- --
Amortization of unearned financing costs -- 226,656
Repayment by stockholders -- 3,000
Net loss (3,476,983) (3,476,983)
----------- -----------
Balance - December 31, 1996 $(3,990,209) $(1,674,824)
=========== ===========
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to financial statements.
F-4
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1998
AND THE NINE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
Additional Unearned
Date of Common Stock Paid-in Due from Financing
Year Ended December 31, 1997: Transaction Shares Amount Capital Stockholders Costs
- ------------------------------- ----------- ----------- ------- ----------- ------------ ---------
(1)
<S> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1996 17,223,836 $4,306 $ 4,804,298 $ -- $(2,493,219)
Issuance of stock for consulting fees
($2.50 per share) 03/97 64,000 16 159,984 -- --
Issuance of stock for consulting fees
($5.45 per share) 06/97 39,000 9 212,540 -- --
Issuance of stock for consulting fees
($5.00 per share) 09/97 59,000 15 294,986 -- --
Issuance of stock pursuant to penalty
provision of bridge financing
($5.45 per share) 06/97 500,000 125 2,724,875 -- (2,725,000)
Value assigned to conversion feature of
Convertible Debentures 11/97 -- -- 1,337,143 -- (1,337,143)
Value assigned to issuance of 127,500 warrants
in consideration for interest and placement
fees in connection with Convertible
Debentures 11/97 -- -- 284,480 (284,480) --
Value assigned to issuance of 35,000 warrants
to shareholder for consulting services 11/97 -- -- 39,588 (39,588) --
Value assigned to issuance of 364,000 warrants
to shareholder as additional consideration
for financing activities 11/97 -- -- 862,680 -- (862,680)
Issuance of stock for consulting fees
($4.00 per share) 12/97 43,000 11 171,989 -- --
Accrual of stock issued January 1998 pursuant
to penalty provision of bridge financing
($2.00 per share) 12/97 1,000,000 250 1,999,750 -- (2,000,000)
Amortization of unearned financing costs -- -- -- -- 8,426,793
Net loss -- -- -- -- --
---------- ------ ----------- ------- -----------
- - - -
Balance - December 31, 1997 18,928,836 $4,732 $12,892,313 $ -- $(1,315,317)
========== ====== =========== ======= ===========
Deficit
Accumulated
During the
Development
Year Ended December 31, 1997: Stage Total
- ------------------------------- ----------- -----------
<S> <C> <C>
Balance - December 31, 1996 $(3,990,209) $(1,674,824)
Issuance of stock for consulting fees
($2.50 per share) -- 160,000
Issuance of stock for consulting fees
($5.45 per share) -- 212,549
Issuance of stock for consulting fees
($5.00 per share) -- 295,001
Issuance of stock pursuant to penalty
provision of bridge financing
($5.45 per share) -- --
Value assigned to conversion feature of
Convertible Debentures -- --
Value assigned to issuance of 127,500 warrants
in consideration for interest and placement
fees in connection with Convertible -- --
Debentures
Value assigned to issuance of 35,000 warrants -- --
to shareholder for consulting services
Value assigned to issuance of 364,000 warrants
to shareholder as additional consideration
for financing activities -- --
Issuance of stock for consulting fees
($4.00 per share) -- 172,000
Accrual of stock issued January 1998 pursuant
to penalty provision of bridge financing
($2.00 per share) -- --
Amortization of unearned financing costs -- 8,426,793
Net loss (12,441,242) 12,441,242)
----------- -----------
- -
Balance - December 31, 1997 $(16,431,451) $(4,849,723)
============ ===========
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to financial statements.
F-5
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1998
AND THE NINE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
Additional Unearned
Date of Common Stock Paid-in Due from Financing
Year Ended December 31, 1998: Transaction Shares Amount Capital Stockholders Costs
- ------------------------------- ----------- ----------- ------- ----------- ------------ ---------
(1)
<S> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1997 18,928,836 $4,732 $12,892,313 $ -- $(1,315,317)
Issuance of stock for consulting fees
($2.58 per share) 03/98 43,000 11 110,930 -- --
Issuance of stock for consulting fees
($0.85 per share) 06/98 143,000 35 215,895 -- --
Issuance of stock for consulting fees
($0.32 per share) 09/98 126,617 32 107,503 -- --
Issuance of stock for consulting fees 12/98 155,427 39 81,505 -- --
Issuance of stock pursuant to penalty
provision of bridge financing
($1.0625 per share) 04/98 500,000 125 531,124 -- (531,249)
Value assigned to conversion feature of
Convertible Debentures and 60,000
warrants issued as additional interest 02/98 -- -- 1,100,000 -- (1,100,000)
Value assigned to conversion feature of
Convertible Debentures and 125,000 warrants
issued as additional interest 07/98 -- -- 475,000 -- (475,000)
Cancellation of stock issued for consulting
fees 07/98 (375,000) (94) (93,656) -- --
Issuance of stock for conversion of debenture
note payable ($0.32 per share) 9/98, 11/98 100,002 25 32,169 -- --
Amortization of unearned financing costs -- -- -- -- 3,374,066
Net loss -- -- -- -- --
---------- ------ ----------- ------- -----------
Balance - December 31, 1998 19,621,882 $4,905 $15,452,783 $ -- $ (47,500)
========== ====== =========== ======= ===========
Deficit
Accumulated
During the
Development
Year Ended December 31, 1998: Stage Total
- ------------------------------- ----------- -----------
<S> <C> <C>
Balance - December 31, 1997 $(16,431,451) $(4,849,723)
Issuance of stock for consulting fees
($2.58 per share) -- 110,941
Issuance of stock for consulting fees
($0.85 per share) -- 215,930
Issuance of stock for consulting fees
($0.32 per share) -- 107,535
Issuance of stock for consulting fees -- 81,544
Issuance of stock pursuant to penalty
provision of bridge financing
($1.0625 per share) -- --
Value assigned to conversion feature of
Convertible Debentures and 60,000
warrants issued as additional interest -- --
Value assigned to conversion feature of
Convertible Debentures and 125,000 warrants
issued as additional interest -- --
Cancellation of stock issued for consulting
fees -- (93,750)
Issuance of stock for conversion of debenture
note payable ($0.32 per share) -- 32,194
Amortization of unearned financing costs -- 3,374,066
Net loss (7,814,143) (7,814,143)
----------- -----------
Balance - December 31, 1998 $(24,245,594) $(8,835,406)
============ ===========
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to financial statements.
F-6
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1998
AND THE NINE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
Additional Unearned
Date of Common Stock Paid-in Due from Financing
Nine Months Ended September 30, 1999: Transaction Shares Amount Capital Stockholders Costs
- ------------------------------------- ----------- ----------- ------- ----------- ------------ ---------
(1)
<S> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1998 9,621,882 $4,905 $15,452,783 $ -- $ (47,500)
Issuance of stock for consulting fees
($0.77 per share) 03/99 116,039 $ 29 $ 89,871 -- $ --
Issuance of stock for consulting fees
($0.72 per share) 06/99 624,332 156 446,532 -- --
Issuance of stock for consulting fees
($0.98 per share) 09/99 615,310 154 607,586 -- --
Issuance of stock for conversion of debenture
note payable ($0.35 per share) 02/99 987,201 247 341,029 -- --
Issuance of stock for finder's fee
($0.77 per share) 09/99 82,580 20 63,727 -- --
Value assigned to conversion feature of
Convertible Debentures and 84,750 warrants
issued as additional interest 01/99 -- -- 175,425 -- (175,425)
Value assigned to additional consideration for
financing activities ($0.72 per share) 05/99 100,000 25 71,975 -- (72,000)
Acquisition of 6,795,000 shares of Kurchatov
Research Holdings, Ltd. ($1.07 per share) 09/99 4,530,000 1,133 4,840,305 -- --
Issuance of stock ($0.25 per share) 06/99 1,900,000 475 474,525 -- --
Issuance of stock ($0.25 per share) 09/99 2,000,000 500 499,500 -- --
Modification of warrants issued 06/99 -- -- 123,500 -- --
Amortization of unearned financing costs -- -- -- -- 290,052
Net loss -- -- -- -- --
---------- ------ ----------- ------- -----------
Balance - September 30, 1999 30,577,344 $7,644 $23,186,758 $ -- $ (4,873)
========== ====== =========== ======= ===========
Deficit
Accumulated
During the
Development
Nine Months Ended September 30, 1999: Stage Total
- ------------------------------------- ----------- -----------
<S> <C> <C>
Balance - December 31, 1998 $(24,245,594) $(8,835,406)
Issuance of stock for consulting fees
($0.77 per share) $ -- $ 89,900
Issuance of stock for consulting fees
($0.72 per share) -- 446,688
Issuance of stock for consulting fees
($0.98 per share) -- 607,740
Issuance of stock for conversion of debenture
note payable ($0.35 per share) -- 341,276
Issuance of stock for finder's fee
($0.77 per share) -- 63,747
Value assigned to conversion feature of
Convertible Debentures and 84,750 warrants
issued as additional interest -- --
Value assigned to additional consideration for
financing activities ($0.72 per share) -- --
Acquisition of 6,795,000 shares of Kurchatov
Research Holdings, Ltd. ($1.07 per share) -- 4,841,438
Issuance of stock ($0.25 per share) -- 475,000
Issuance of stock ($0.25 per share) -- 500,000
Modification of warrants issued -- 123,500
Amortization of unearned financing costs -- 290,052
Net loss (4,020,160) (4,020,160)
----------- -----------
Balance - September 30, 1999 $(28,265,754) $(5,076,225)
============ ===========
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to financial statements.
F-7
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Period
from Inception
For the Nine Months Ended Sept. 30, (May 26, 1995) to
1998 1999 Sept. 30, 1999
------------ ------------- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (6,922,136) $ (4,020,160) $(28,265,754)
Adjustments to reconcile net loss to net cash provided by (used
in) operating activities:
Depreciation and amortization 7,046 7,695 21,593
Amortization of deferred and unearned financing costs 3,642,884 292,413 13,271,718
Stock issued for license -- -- 37,500
Consulting fees and other compensation satisfied by stock
issuances 340,656 1,331,575 3,802,802
Cash provided by (used in) the change in assets and
liabilities:
(Decrease) increase in advances to related parties -- -- (5,918)
Increase in prepaid expenses (4,708) -- (200)
Increase in other assets (4,400) (2,200) (9,751)
Increase in deferred revenue -- 150,000 375,000
Increase in accrued liabilities 955,662 1,125,719 2,494,720
------------ ------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (1,984,996) (1,114,958) (8,278,290)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Organization and patent costs -- -- (31,358)
Capital expenditures (23,628) -- (40,972)
------------ ------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (23,628) -- (72,330)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options -- -- 150
Proceeds from issuance of common stock -- 975,000 1,816,500
Offering costs -- -- (2,898)
Repayment by stockholders -- -- 3,000
Net proceeds from notes payable -- 450,000 450,000
Proceeds from convertible debentures 4,000,000 -- 7,000,000
Proceeds from bridge notes -- -- 2,000,000
Repayment of bridge notes (2,000,000) -- (2,000,000)
Borrowings from stockholders -- -- 561,140
Repayment to stockholders -- -- (561,140)
Deferred financing costs (260,000) -- (604,150)
------------ ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,740,000 1,425,000 8,662,602
------------ ------------ ------------
(DECREASE) INCREASE IN CASH (268,624) 310,042 311,982
CASH - BEGINNING 617,756 1,940 --
------------ ------------ ------------
CASH - ENDING $ 349,132 $ 311,982 $ 311,982
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 36,630 $ 526 $ 316,447
============ ============ ============
Income taxes $ -- $ -- $ --
============ ============ ============
Interest converted to common stock $ -- $ 31,276 $ 31,276
============ ============ ============
</TABLE>
See notes to financial statements.
F-8
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 1999
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements are unaudited. These
statements have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission ( the "SEC").
Certain information and footnote disclosures normally included in
the financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of
management, the financial statements reflect all adjustments (which
include only normal recurring adjustments) necessary to state fairly
the financial position and results of operations as of and for the
periods indicated. These financial statements should be read in
conjunction with the Company's financial statements and notes
thereto for the year ended December 31, 1998, included in the
Company's Form 10K as filed with the Securities and Exchange
Commission.
The preparation of financial statements in conformity with general
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statement and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
NOTE 2- BUSINESS AND CONTINUED OPERATIONS
Eurotech, Ltd. (the "Company") was incorporated under the laws of
the District of Columbia on May 26, 1995. The Company is a
development-stage, technology transfer, holding, marketing and
management company, formed to commercialize new, existing but
previously unrecognized, and previously "classified" technologies,
with a particular current emphasis on technologies developed by
prominent research institutes and individual researchers in the
former Soviet Union and in Israel, and to license those and other
Western technologies for business and other commercial applications
principally in Western and Central Europe, Ukraine, Russia and North
America. Since the Company's formation, it has acquired development
and marketing rights to a number of technologies by purchase,
assignments, and licensing arrangements. The Company intends to
operate its business by licensing its technologies to end-users and
through development and operating joint ventures and strategic
alliances. To date, the Company has not generated any revenues from
operations.
F-9
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 1999
NOTE 2 - BUSINESS AND CONTINUED OPERATIONS (Continued)
The accompanying unaudited financial statements have been prepared
in conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern. However,
as shown in the accompanying financial statements, the Company has
incurred losses from operations from inception. As of September 30,
1999, the Company has a stockholders' deficiency of $5,076,225, a
working capital deficiency of $3,318,151 and an accumulated deficit
since inception of $28,265,754. The Company requires additional
funds to commercialize its technologies and continue research and
development efforts. Until the commencement of sales, the Company
will have no operating revenues, but will continue to incur
substantial expenses and operating losses. No assurances can be
given that the Company can complete development of any technology,
not yet completely developed, or that with respect to any technology
that is fully developed, it can be manufactured on a large scale
basis or at a feasible cost. Further, no assurance can be given that
any technology will receive market acceptance. Being a start-up
stage entity, the Company is subject to all the risks inherent in
the establishment of a new enterprise and the marketing and
manufacturing of a new product, many of which risks are beyond the
control of the Company. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
Since inception, the Company has financed its operations through
sale of its securities, shareholder loans, a bridge financing
totalling $2,000,000 completed in December of 1996, a Convertible
Debenture financing of $3,000,000 completed in November of 1997 and
a Convertible Debenture financing of $3,000,000 and $1,000,000
completed during February and July 1998, respectively. Proceeds from
the February 1998 Convertible Debenture financing were used to
retire the $2,000,000 bridge note. In January 1999, the Company
borrowed $450,000 from two stockholders and issued a secured
promissory note (see Note 3). In May 1999, the Company borrowed
$50,000 from an unrelated party, which was repaid in June 1999.
During the nine months ended September 30, 1999, the Company raised
$975,000 from the sale of restricted common stock, of which $500,000
was raised during the quarter ended September 30, 1999. The Company
is exploring additional sources of working capital, which include a
private offering of common stock, private borrowings and joint
ventures (see Note 7).
While no assurance can be given, management believes the Company can
raise adequate capital to keep the Company functioning during 1999.
No assurance can be given that the Company can successfully obtain
any working capital or complete any proposed offerings or, if
obtained, that such funding will not cause substantial dilution to
shareholders of the Company. Further, no assurance can be given as
to the completion of research and development and the successful
marketing of the technologies.
These financial statements do not include any adjustments relating
to the recoverability of recorded asset amounts that might be
necessary as a result of the above uncertainty.
F-10
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 1999
NOTE 3 - NOTES PAYABLE
Secured Promissory Notes
On January 6, 1999, the Company's Chairman and the majority
convertible debt holder provided $450,000 of short-term financing to
the Company, evidenced by two secured promissory notes. Each secured
promissory note bears interest at 13% per annum and is due January
6, 2000. The promissory notes are collateralized by the Company's
intangible assets and can be exchanged for 8% Convertible Debentures
under terms similar to the current outstanding debentures. As
additional consideration for the financing, the Company issued to
the secured promissory note holders warrants to purchase 84,750
shares of the Company's common stock at an exercise price of $0.36
per share. The warrants expire five years from January 6, 1999.
The Company has assigned a value to the debt's beneficial conversion
feature and warrants amounting to $175,425, and such amount is being
amortized over 180 days commencing January 6, 1999.
NOTE 4 - STOCKHOLDERS' DEFICIENCY
Significant Common Stock Issuances During 1999
During the nine months ended September 30, 1999, a debenture holder
converted $310,000 of principal and $31,276 of accrued interest into
987,201 shares of common stock.
During the nine months ended September 30, 1999, the Company issued
1,355,681 shares of common stock as consideration for consulting
services performed by various employees and consultants, including
related parties, through September 30, 1999. Shares issued under
these arrangements were valued at $1,144,328, which was all charged
to operations during the nine months ended September 30, 1999.
During the nine months ended September 30, 1999, the Company sold
3,900,000 shares of its restricted common stock for $975,000.
During the quarter ended September 30, 1999, the Company issued
82,580 shares to two directors and an employee as a finders fee
valued at $63,747. This fee was in connection with the above
3,900,000 sale of restricted common stock.
During September 1999, the Company acquired from CIS Development
Corp. 6,795,000 shares of the voting capital stock of Kurchatov
Research Holdings, Ltd. ("KRHL"). In exchange for the KRHL shares,
the Company issued 4,530,000 shares of its own common stock. The
KRHL shares were valued at $4,841,438.
F-11
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 1999
NOTE 4 - STOCKHOLDERS' DEFICIENCY (Continued)
Significant Common Stock Issuances During 1999 (Continued)
In connection with a January 28, 1997 agreement with KRHL, the
Company had agreed to pay KRHL 50% of the net profits derived from
the sale, license or commercialization of any technologies or
products based upon technologies developed by its scientists and
transferred to the Company or supplied by the scientists to the
Company.
Warrants
During the three months ended September 30, 1999, an officer was
granted warrants to purchase 50,000 common shares at an exercise
price of $0.75 per share. The warrants may be exercised over a
three-year period. The warrants were assigned a value of $61,500,
which was all charged to operations during the three months ended
September 30, 1999.
Stock Option Plans
The Company has a 1995 Stock Option Plan and on August 13, 1999,
1999 Stock Option Plan was adopted by the Board of Directors of the
Company. Under the Option Plans, 1,250,000 shares of the Company's
common stock, subject to certain adjustments, are reserved for
issuance upon the exercise of options. Options granted under the
Option Plans may be either (i) options intended to constitute
incentive stock options under Section 422 of the Internal Revenue
Code of 1986, as amended, or any corresponding provisions of
succeeding law (the "Code") or (ii) non-qualified stock options.
Incentive stock options may be granted under the Option Plans to
employees (including officers) of the Company or a subsidiary
corporation (or any director of, or consultant or advisor to, the
Corporation, as may be selected by the committee, or, if applicable,
the Board) thereof on the date of grant. Non-qualified options may
be granted to (i) non-employees of the Company or a subsidiary
thereof on the date of the grant, and (ii) consultants of advisors
who do not provide bonafide services, and such services must not be
in connection with the offer or sale of securities in a capital
raising transaction.
By its terms, the Option Plans are to be administered by a committee
(the "Committee") appointed by the Board of Directors which shall
consist of either the entire Board of Directors, or by a committee
of two or more persons (who may or may not be directors), and who
serve at the discretion of the Board of Directors. Subject to the
provisions of the Option Plans, the Committee has the authority to
determine the persons to whom options will be granted, the exercise
price, the term during which options may be exercised and such other
terms and conditions as it deems appropriate.
F-12
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 1999
NOTE 4 - STOCKHOLDERS' DEFICIENCY (Continued)
Stock Option Plans
During the nine months ended September 30, 1999, 500,000 options
were granted under the 1995 Plan and 150,000 options were granted
under the 1999 Plan. No options were exercised as of September 30,
1999.
Earnings Per Share
Securities that could potentially dilute basic earnings per share
("EPS") in the future that were not included in the computation of
diluted EPS because to do so would have been anti-dilutive for the
periods presented consist of the following:
Common stock reserved for warrants to purchase common stock 1,746,250
Common stock reserved for Convertible Debentures (assumed
conversion at September 30, 1999 market value price and at
largest discount) 9,963,421
Common stock reserved for options to purchase common stock 650,000
----------
Total as of September 30, 1999 12,359,671
==========
Substantial issuance after September 30, 1999:
Proposed sale of 12,355,270 common shares for $20 million,
issuable over 10-month period commencing December 1999
NOTE 5 - TECHNOLOGY INVESTMENTS AND LICENSING AGREEMENT
Investments in Israeli Technology Companies
During 1997 and 1998, the Company agreed to acquire a 20% interest
in seven separate Israeli technology, research and development
companies ("incubators"). The Company's share of losses incurred by
these companies has been accounted for on the equity basis and
included in research and development expenses.
The Company had, as of December 31, 1998, a 20% interest in
Chemonol, Ltd., an Israeli research and development company. On
January 20, 1999, the Company entered into an agreement to invest
$300,000 in exchange for an additional 16% of Chemonol's voting
stock. The agreement provides for the Company to make four (4) equal
payments of $75,000 commencing March 1, 1999, July 1, 1999, October
1, 1999 and January 1, 2000. During the nine months ended September
30, 1999, the Company paid $150,000 under the agreement, which was
charged to research and development costs.
F-13
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 1999
NOTE 5 - TECHNOLOGY INVESTMENTS AND LICENSING AGREEMENT (Continued)
Investments in Israeli Technology Companies (Continued)
During the nine months ended September 30, 1999, an additional
$161,000 was invested in the seven Israeli technology incubators.
The Company is currently in negotiations to acquire an additional
25% of three of the seven Israeli technology incubators voting
stock.
The amount charged to research and development expenses related to
these investments for the nine months ended September 30, 1999
approximated $311,000, which reduced the carrying value of the
Company's investment in these seven companies to $-0- at September
30, 1999.
Proposed Sale of Technology
The Company received a deposit on a proposed sale of its
sublicensing rights to Resealable Container Systems and TetraPak
containers. The proposed transaction is presently in the discussion
stage and to-date, no agreements have been signed. Included in
unearned revenue is the $150,000 deposit related to the proposed
sale.
During the three quarters ended September 30, 1999, the Company has
hired a marketing company for services in connection with its
sublicensing rights to Resealable Container Systems and TetraPak
containers.
NOTE 6 - CONTINGENCIES AND OTHER MATTERS
Concentration of Credit Risk
Financial instruments which potentially subject the Company to
concentration of credit risk consist principally of cash which is at
one bank. Future concentration of credit risk may arise from trade
accounts receivable. Ongoing credit evaluations of customers'
financial condition will be performed and, generally, no collateral
will be required.
F-14
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 1999
NOTE 6 - CONTINGENCIES AND OTHER MATTERS (Continued)
International Operations
The Company has strategic alliances, collaboration agreements and
licensing agreements with entities which are based in Russia and
Ukraine. Both of these countries have experienced volatile and
frequently unfavorable economic, political and social conditions.
The Russian economy and the Ukraine economy are characterized by
declining gross domestic production, significant inflation,
increasing rates of unemployment and underemployment, unstable
currencies, and high levels of governmental debt as compared to
gross domestic production. The prospects of widespread insolvencies
and the collapse of various economic sectors exist in both
countries.
In view of the foregoing, the Company's business, earnings, asset
values and prospects may be materially and adversely affected by
developments with respect to inflation, interest rates, currency
fluctuations, government policies, price and wage controls, exchange
control regulations, taxation, expropriation, social instability,
and other political, economic or diplomatic developments in or
affecting Russia and Ukraine. The Company has no control over such
conditions and developments, and can provide no assurance that such
conditions and developments will not adversely affect the Company's
operations.
Litigation
In December 1997, Raymond Dirks, Jessy Dirks, Robert Brisotti and
David Morris filed an action in the Supreme Court for the State of
New York, County of New York, against Eurotech, Ltd. for breach of
contract, seeking injunctive relief, specific performance and
monetary damages of nearly $5 million (the "Dirks Litigation"). The
Dirks Litigation arises solely from an agreement between Eurotech
and National Securities Corporation ("National") relating to
financial advisory services to be performed by National Securities
Corporation, a broker/dealer with which the plaintiffs were
affiliated and of which Raymond Dirks Research was a division.
Eurotech granted National a warrant certificate for 470,000 shares
at $1.00 per share as a retainer for general financial advisory
services. In conjunction with the separation of the plaintiffs and
Raymond Dirks Research from National Securities Corporation,
National assigned a significant portion of the warrant certificate
to the plaintiffs. It is Eurotech's position that the warrant
certificate is voidable.
In October 1999, this litigation was settled by the Company agreeing
to issue to the plaintiffs a total of 186,446 shares of the
Company's common stock, payable in twelve equal monthly
installments. As a result of this litigation, all 470,000 warrants
to purchase Eurotech's common stock were cancelled.
F-15
<PAGE>
EUROTECH, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 1999
NOTE 6 - CONTINGENCIES AND OTHER MATTERS (Continued)
Litigation (Continued)
The former president has advised the Company that he believes that
he was wrongfully terminated under the provisions of a certain
employment agreement allegedly executed by the Company in his
behalf, and has made demand for certain payments, as provided in the
employment agreement in his possession. The Company has taken the
position that there is no valid employment agreement with the former
president and that he is not entitled to the payments demanded and
is attempting to negotiate a settlement of the matter. Subsequently,
the former President filed suit against the Company in the Superior
Court of the District of Columbia seeking a monetary judgement in
the amount of $360,000, plus prejudgement interest. The former
President claims that this amount is due to him as severance pay
under a purported employment agreement dated as of September 1,
1998. The Company believes that the purported employment agreement
is not valid or binding and intends to defend vigorously against the
claim.
NOTE 7 - SUBSEQUENT EVENT
Proposed Financing
On October 25, 1999, the Company has entered into an agreement to
sell 28% of its authorized and unissued voting common stock for
$20,000,000. A total of 12,355,270 shares shall be delivered into
escrow upon the approval of the Board of Directors of Eurotech, Ltd.
and upon notice that the purchaser has available in its account
$20,000,000. The funds are to be paid in 10 monthly increments with
one-tenths of the shares being released with each payment. The
closing of this agreement is subject to the completion of a
definitive purchase agreement.
F-16
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
General
The following is a discussion and analysis of the results of operations of the
Company and should be read in conjunction with the financial statements and
related notes contained in this Form 10-Q.
Certain information contained in this Form 10-Q may contain forward-looking
statements. The forward-looking statements are subject to certain risks and
uncertainties. Actual results could differ materially from current expectations.
Among the factors that could affect the Company's actual results and could cause
results to differ from those contained in the forward-looking statements
contained herein is the Company's ability to commercialize its technologies
successfully, which will be dependent on business, financial and other factors
beyond the Company's control, including, among others, market acceptance,
ability to manufacture on a large scale basis and at feasible costs, together
with all the risks inherent in the establishment of a new enterprise and the
marketing and manufacturing of new products.
Overview
The Company, incorporated in May 1995, is a development stage, technology
transfer, holding and management company formed to commercialize new, existing
but previously unrecognized, and previously "classified" technologies, with a
particular current emphasis on technologies developed by prominent research
institutes and individual researchers in the former Soviet Union and in Israel,
and to commercialize those and other Western technologies for business and other
commercial applications principally in Europe, Ukraine, Russia and North
America.
Until recently, the Company had been principally engaged in identifying,
monitoring, reviewing and assessing technologies for their commercial
applicability and potential, and in acquiring selected technologies by equity
investment, purchase, assignment and licensing arrangements. Although the
Company intends to continue identifying, monitoring, reviewing and assessing new
technologies, its primary emphasis will be focused on commercializing four of
its present technologies ("Principal Technologies").
The Company believes that the Principal Technologies are presently ready for
commercialization and marketing. To that end, the Company has decided to devote
its business activities and resources principally to the marketing and sale of
the Principal Technologies. The Company recently has initiated a marketing and
sales program for the Principal Technologies, and also has initiated discussions
with a number of prominent, potential users of the technologies, with a view
towards the future negotiation and execution of licensing and/or joint venture
marketing and sales agreements.
The Company intends to operate its business by licensing its technologies to
end-users and through development and operating joint-ventures and strategic
alliances. To date, the Company has not generated any revenues from these
operations.
<PAGE>
The Company has not been profitable since inception and expects to incur
substantial operating losses over the next twelve months. For the period from
inception to September 30, 1999, the Company incurred a cumulative net loss of
approximately $28,266,000. The Company expects that it will generate losses
until at least such time as it can commercialize its technologies, if ever. No
assurance can be given that any of the Company's technologies can be
manufactured on a large scale basis or at a feasible cost. Further, no assurance
can be given that any technology will receive market acceptance. Being a
start-up stage entity, the Company is subject to all the risks inherent in the
establishment of a new enterprise and the marketing and manufacturing of a new
product, many of which risks are beyond the control of the Company.
Results of Operations
For the Nine Months Ended September 30, 1999 vs. the Nine Months Ended September
30, 1998
The Company has had no revenues since inception. Consulting expenses increased
from $930,000 for the nine months ended September 30, 1998 to $1,671,000 for the
nine months ended September 30, 1999. The increase in consulting expense is
principally the result of the Company's increase in non-cash compensation issued
to consultants and its Board of Directors and Advisory Board. Other general and
administrative expenses decreased to $842,000 for the nine months ended
September 30, 1999, from $844,000 for the nine months ended September 30, 1998.
Research and development expenses decreased for the nine months ended September
30, 1999 to $690,000, from $875,000, for the nine months ended September 30,
1998. During 1998, the Company paid $187,500 to Professor Oleg L. Figovsky,
Ph.D. in connection with four technology purchase agreements. These payments
were charged to research and development expenses during the first quarter of
1998. Research and development expenditures for the nine months ended September
30, 1999 included $311,000 related to the Company's continuing investment in its
seven Israeli technology companies and $379,000 for its German and Russian
technologies.
For the nine months ended September 30, 1999 and 1998, the Company incurred
operating losses of $4,020,000 and $6,922,000, respectively. The losses are
principally due to expenses incurred in the acquisition and development of its
technologies, consulting costs, general and administrative expenses and the lack
of revenues.
Other expenses, consisting of interest expense and amortization of deferred and
unearned finance costs, decreased from $4,275,000 for the nine months ended
September 30, 1998 to $815,000 for the nine months ended September 30, 1999.
Amortization of deferred and unearned financing costs decreased from $3,643,000
for the nine months ended September 30, 1998 to $292,000 for the nine months
ended September 30, 1999. The decrease in the amortization of deferred and
unearned financing costs is principally attributable to portions of unearned
financing costs having been fully amortized during 1998.
The Company expects to incur significant losses during 1999. The Company
anticipates that any revenue recognized in 1999 will be substantially offset by
expenses incurred by the Company in its efforts to commercialize, sell and
market its Principal Technologies.
For the Three Months Ended September 30, 1999 vs. the Three Months Ended
September 30, 1998
Consulting expenses increased from $98,000 for the three months ended September
30, 1998 to $693,000 for the three months ended September 30, 1999. The increase
in consulting expense is principally the result of the Company's increase in
non-cash compensation issued to consultants and its Board of Directors and
Advisory Board. Other general and administrative expenses increased to $446,000
for the three months ended September 30, 1998, from $287,000 for the three
months ended September 30, 1999, primarily due to an increase in additional
employees.
<PAGE>
Research and development expenses decreased for the three months ended September
30, 1999 to $197,000, from $315,000, for the three months ended September 30,
1998. Research and development expenditures for the three months ended September
30, 1999 included $90,000 related to the Company's continuing investment in its
seven Israeli technology companies and $107,000 for its German and Russian
technologies.
For the three months ended September 30, 1999 and 1998, the Company incurred
operating losses of $1,518,000 and $1,495,000, respectively. The losses are
principally due to expenses incurred in the acquisition and development of its
technologies, consulting costs, general and administrative expenses and the lack
of revenues.
Other expenses, consisting of interest expense and amortization of deferred and
unearned finance costs, decreased from $796,000 for the three months ended
September 30, 1998 to $182,000 for the three months ended September 30, 1999.
Amortization of deferred and unearned financing costs decreased from $593,000
for the three months ended September 30, 1998 to $-0- for the three months ended
September 30, 1999. The decrease in the amortization of deferred and unearned
financing costs is principally attributable to portions of unearned financing
costs having been fully amortized during 1998.
The Company expects to incur significant losses during 1999. The Company
anticipates that any revenue recognized in 1999 will be substantially offset by
expenses incurred by the Company in its efforts to commercialize, sell and
market its Principal Technologies.
Liquidity and Capital Resources
The Company's principal sources of working capital from inception through
December 31, 1998 have been net proceeds of $842,000 from the offering of common
stock under Rule 504 of Regulation D, shareholder advances aggregating $761,440,
a bridge financing completed in December 1996 of $2,000,000, $3,000,000
principal amount of 8% Convertible Debentures completed in November 1997, due
November 27, 2000, $3,000,000 principal amount of 8% Convertible Debentures
completed in February 1998, due February 23, 2001 and $1,000,000 principal
amount of 8% Convertible Debentures completed in July of 1998, due July 20,
2001.
During the nine months ended September 30, 1999, the Company's principal source
of cash was the January 1999 secured promissory notes from which it derived net
proceeds of approximately $450,000, a $150,000 deposit received in connection
with a proposed sale of certain sublicensing rights and proceeds of $975,000
from the sale of restricted common stock.
The Debentures discussed above may be converted into shares of the Company's
common stock at beneficial conversion rates based on the timing of the
conversion. During the nine months ended September 30, 1999, a debenture holder
exercised the conversion right under the November 27, 1997 Convertible Debenture
agreement and converted principal of $310,000 and accrued interest of $31,276
into 987,201 shares of the Company's common stock. Based on the bid price of the
Company's common stock at September 30, 1999, the Debentures' principal could be
converted into approximately 8 million shares of the Company's common stock.
On January 6, 1999, the Company's Chairman and the majority convertible debt
holder provided $450,000 of short-term financing to the Company, evidenced by
two secured promissory notes. Each secured promissory note bears interest at 13%
per annum and is due January 6, 2000. The promissory notes are collateralized by
the Company's intangible assets and can be exchanged for 8% Convertible
Debentures under terms similar to the current outstanding debentures.
<PAGE>
During the nine months ended September 30, 1999, the Company received deposits
of $150,000 in connection with the proposed sale of its sublicensing rights to
Resealable Container Systems and TetraPak Containers. The proposed transaction
is presently in the discussion stage and to-date, no agreements have been
signed.
The Company has agreed in principle to fund the commercialization of certain
technologies developed in the former Soviet Union by scientists and researchers
at Kurchatov, other institutes associated therewith, and EAPS, collectively the
"Scientists". Kurchatov will provide the materials, facilities and personnel to
complete the necessary work to commercialize such technologies. The Company also
has agreed in principle to provide funding in connection with the marketing and
sale of its Principal Technologies. Total expenditures under these programs
approximated $379,000 during the nine months ended September 30, 1999. The
Company's principal source of funding for these expenditures during the nine
months ended September 30, 1999 was the proceeds from the Debenture Offerings
and proceeds from the sale of restricted common stock.
On January 20, 1999, the Company entered into an agreement to invest $300,000 in
exchange for an additional 16% interest in Chemonol, an Israeli research and
development company. The agreement obligates the Company to make four equal
payments of $75,000, commencing March 1, 1999, July 1, 1999, October 1, 1999 and
January 1, 2000. At the completion of the transaction, the Company will own 36%
of Chemonol's common stock. During the nine months ended September 30, 1999, the
Company paid $150,000 under this obligation.
The Company will require additional financing to continue to fund research and
development efforts, operating costs and complete necessary work to
commercialize its technologies. As the development of each technology is
completed and the technology's commercial applications are identified, the
Company will seek joint venture partners to fund any further capital
expenditures, including the project financing. The Company is exploring
additional sources of working capital, including further private sales of
securities, joint ventures and licensing of technologies. The report of the
Company's independent certified public accountants at December 31, 1998 contains
an explanatory paragraph which expresses substantial doubt as to the Company's
ability to continue as a going concern.
No assurance can be given that the Company can successfully obtain any
additional financing or, if obtained, that such funding will not cause dilution
to shareholders of the Company. Further, no assurance can be given as to the
completion of research and development and the successful marketing of the
Company's technologies.
The Company had a working capital deficiency and stockholders' deficiency of
$3,318,000 and $5,076,000, respectively, as of September 30, 1999.
Year 2000 Compliance
The Company recognizes the need to ensure its operations will not be adversely
impacted by Year 2000 software failures. Software failures due to processing
errors potentially arising from calculations using the Year 2000 date are a
known risk. The Company is addressing this risk to the availability and
integrity of financial systems and the reliability of operational systems. The
Company has established processes for evaluating and managing the risks and
costs associated with this problem. The computing portfolio was identified and
an initial assessment has been completed. The cost of achieving Year 2000
compliance will not have a material impact on the accompanying financial
statements.
<PAGE>
Impact of Recently Issued Accounting Standards
Statement of Financial Accounting Standards No. 130, "Comprehensive Income"
(SFAS 130), was issued in June 1997. SFAS 130 requires reclassification of
earlier financial statements for comparative purposes. SFAS 130 requires that
all items defined as comprehensive income, including changes in the amounts of
certain items, foreign currency translation adjustments and gains and losses on
certain securities, be shown in a financial statement SFAS 130 does not require
a specific format for the financial statement in which comprehensive income is
reported, but does require that an amount representing total comprehensive
income be reported in that statement. The adoption of SFAS 130 did not have a
material effect on the Company's financial statements.
Statement of Financial Accounting Standards No. 131, "Disclosures About Segments
of an Enterprise and Related Information" ("SFAS 131"), was issued in June 1997.
SFAS 131 becomes effective for the Company's fiscal year 1999 and requires
restatement of disclosures for earlier periods presented for comparative
purposes. This new standard requires companies to disclose segment data based on
how management makes decisions about allocating resources to segments and how it
measures segment performance. SFAS 131 requires companies to disclose a measure
of segment profit or loss, segment assets, and reconciliations to consolidated
totals. It also requires entity-wide disclosures about a company's products and
services, its major customers and the material countries in which it holds
assets and reports revenues. The adoption of SFAS 131 did not have a material
effect on the Company's financial statements.
Statement of Financial Accounting Standards No. 132, "Employers' Disclosures
About Pensions and Other Postretirement Benefits" ("SFAS 132"), was issued in
February 1998. SFAS 132 becomes effective for 1999 and requires restatement of
disclosures for earlier periods presented for comparative purposes. SFAS 132
revises employers' disclosure about pension and other postretirement benefit
plans. It does not change the measurement or recognition of those plans, but
rather standardizes the disclosure requirements for pensions and other
postretirement benefits to the extent practicable, requires additional
information on changes in the benefit obligations and fair values of plan assets
that will facilitate analysis, and eliminates certain disclosures that are no
longer useful. The adoption of SFAS 132 did not have a material effect on the
Company's financial statements.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: 11/22/99
EUROTECH, LTD.
(Registrant)
/s/ Don V. Hahnfeldt
---------------------------------------
President
- ----------
(2) Filed herewith
<PAGE>
PART II -- OTHER INFORMATION.
Item 1. Legal Proceedings.
For litigation during the period, refer to Note 6 in financial
statements.
Item 2. Changes in Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item. 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Not applicable.
(b) Reports on Form 8-K.
Item 27. Financial Data Schedule (2)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 311
<SECURITIES> 0
<RECEIVABLES> 6
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 318
<PP&E> 41
<DEPRECIATION> 15
<TOTAL-ASSETS> 5,220
<CURRENT-LIABILITIES> 3,636
<BONDS> 6,660
0
0
<COMMON> 6
<OTHER-SE> (5,076)
<TOTAL-LIABILITY-AND-EQUITY> 5,220
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 690
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 815
<INCOME-PRETAX> (4,020)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,020)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,020)
<EPS-BASIC> (0.18)
<EPS-DILUTED> (0.18)
</TABLE>
