<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from.....................to......................
COMMISSION FILE NO. 000-22129
Eurotech, Ltd.
--------------
(Exact name of registrant as specified in it charter)
District of Columbia 33-0662435
-------------------- ----------
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
10306 Eaton Place
Suite 220
Fairfax, VA 22030
-----------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (703) 352-4399
Eurotech, Ltd., 1216 16th Street, N.W. , Washington, DC 20036
-------------------------------------------------------------
(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 registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE LAST FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ___________No____________ NOT APPLICABLE
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's shares of
common stock, as of the latest practicable date. 45,117,565 SHARES COMMON STOCK,
$.00025 PAR VALUE, AS OF OCTOBER 31, 2000
<PAGE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
INDEX TO FORM 10-Q
SEPTEMBER 30, 2000
Page Nos.
---------
PART I - FINANCIAL INFORMATION:
CONSOLIDATED BALANCE SHEETS 1-2
At December 31, 1999 and September 30, 2000
CONSOLIDATED STATEMENTS OF OPERATIONS 3-4
For the Nine Months Ended September 30, 1999 and 2000
For the Three Months Ended September 30, 1999 and 2000
For the Period from Inception (May 26, 1995) to
September 30, 2000
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 5-17
For the Period from Inception (May 26, 1995) to
December 31, 1999
For the Nine Months Ended September 30, 2000
CONSOLIDATED STATEMENTS OF CASH FLOWS 18
For the Nine Months Ended September 30, 1999
For the Nine Months Ended September 30, 2000
For the Period from Inception (May 26, 1995) to
September 30, 2000
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 19-28
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART II - OTHER INFORMATION
<PAGE>
<TABLE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
ASSETS
------
<CAPTION>
At December 31, At September 30,
1999 2000
------------ ------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 3,547,011 $ 4,361,534
Prepaid and other current assets 200 156,438
------------ ------------
TOTAL CURRENT ASSETS 3,547,211 4,517,972
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
- net of accumulated depreciation of $25,211
at September 30, 2000 24,750 114,336
OTHER ASSETS:
Technology rights - net of accumulated
amortization of $1,341,281 at September
30, 2000 7,913,559 6,706,406
Patent costs - net of accumulated
amortization of $6,543 at September 30,
2000 24,573 23,258
Other assets 9,751 236,790
------------ ------------
TOTAL ASSETS $11,519,844 $11,598,762
============ ============
</TABLE>
See notes to consolidated financial statements.
1
<PAGE>
<TABLE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<CAPTION>
At December 31, At September 30,
1999 2000
------------- -------------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
Notes payable $ 450,000 $ -
Accounts payable and accrued liabilities 3,139,204 705,146
Deferred revenue 225,000 225,000
Current portion of convertible debentures 2,660,000 3,500,000
------------- -------------
TOTAL CURRENT LIABILITIES 6,474,204 4,430,146
------------- -------------
CONVERTIBLE DEBENTURES 3,900,000 -
------------- -------------
TOTAL LIABILITIES 10,374,204 4,430,146
------------- -------------
COMMITMENTS AND OTHER MATTERS (Notes 3, 4, 5,
6, 7 and 8)
STOCKHOLDERS' EQUITY:
Preferred stock - $0.01 par value; 1,000,000
and 5,000,000 shares authorized at
December 31, 1999 and September 30, 2000,
respectively, -0- shares issued and
outstanding - -
Common stock - $0.00025 par value; 50,000,000
and 100,000,000 shares authorized at
December 31, 1999 and September 30, 2000,
respectively; 39,399,343 shares issued and
outstanding at December 31, 1999 and
47,729,657 shares issued and 44,197,507
outstanding at September 30, 2000 9,850 11,932
Additional paid-in capital 31,873,696 54,010,177
Unearned compensation - (161,673)
Deficit accumulated during the development
stage (30,737,906) (38,213,751)
Treasury stock, at cost; -0- shares at
December 31, 1999; 3,532,150 shares at
September 30, 2000 - (8,478,069)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 1,145,640 7,168,616
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,519,844 $ 11,598,762
============= =============
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
<TABLE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
For the Period
For the Nine Months Ended from Inception
September 30, (May 26, 1995)
------------------------------ to September 30,
1999 2000 2000
------------- ------------- -------------
<S> <C> <C> <C>
REVENUES $ - $ 350,000 $ 500,000
------------- ------------- -------------
OPERATING EXPENSES:
Research and development 690,190 2,911,722 7,440,857
Depreciation and amortization 7,695 1,216,236 1,374,592
Consulting fees 403,233 682,787 2,551,404
Compensatory element of stock
issuances pursuant to consulting
and other agreements 1,267,828 782,820 4,566,727
Other general and administrative
expenses 836,041 2,118,218 7,478,055
------------- ------------- -------------
TOTAL OPERATING EXPENSES 3,204,987 7,711,783 23,411,635
------------- ------------- -------------
OPERATING LOSS (3,204,987) (7,361,783) (22,911,635)
------------- ------------- -------------
OTHER EXPENSES/(INCOME):
Interest expense 522,760 324,492 1,779,649
Interest income - (210,430) (210,430)
Amortization of deferred and
unearned financing costs 292,413 - 13,276,619
Litigation settlement - - 456,278
------------- ------------- -------------
TOTAL OTHER EXPENSES 815,173 114,062 15,302,116
------------- ------------- -------------
NET LOSS $ (4,020,160) $ (7,475,845) $(38,213,751)
============= ============= =============
BASIC AND DILUTED LOSS PER COMMON
SHARE $ (.36) $ (.17)
============= =============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 19,288,291 44,069,639
============= =============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
<TABLE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
For the Three Months Ended
September 30,
-------------------------------
1999 2000
------------- -------------
REVENUES $ - $ 350,000
------------- -------------
OPERATING EXPENSES:
Research and development 197,041 1,068,842
Depreciation and amortization 2,567 406,493
Consulting fees 85,747 194,345
Compensatory element of stock
issuances pursuant to consulting
and other agreements 607,740 104,052
Other general and administrative
expenses 443,617 641,533
------------- -------------
TOTAL OPERATING EXPENSES 1,336,712 2,415,265
------------- -------------
OPERATING LOSS (1,336,712) (2,065,265)
------------- -------------
OTHER EXPENSES/(INCOME):
Interest expense 181,653 127,382
Interest income - (141,583)
Amortization of deferred and unearned
financing costs - -
Litigation settlement - -
------------- -------------
TOTAL OTHER EXPENSES/(INCOME) 181,653 (14,201)
------------- -------------
NET LOSS $ (1,518,365) $ (2,051,064)
============= =============
BASIC AND DILUTED LOSS PER COMMON SHARE $ (.06) $ (.04)
============= =============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 25,755,399 44,903,018
============= =============
See notes to consolidated financial statements.
4
<PAGE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<CAPTION>
Common Stock Additional
Date of -------------------------- Paid-in
Transaction Shares Amount Capital
----------- ----------- ------------ -----------
(1)
<S> <C> <C> <C> <C>
Period Ended December 31, 1995:
------------------------------
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
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
=========== ============ ===========
<CAPTION>
Deficit
Accumulated
Unearned During the
Due from Financing Development
Stockholders Costs Stage Total
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Period Ended December 31, 1995:
------------------------------
Founder shares issued
($0.00025 per share) $ - $ - $ - $ -
Issuance of stock for offering
consulting fees - - - 27,500
($0.0625 per share)
Issuance of stock
($0.0625 and $0.25 per share) (3,000) - - 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 $ (3,000) $ - $ (513,226) $ 43,376
=========== =========== ============ ===========
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to consolidated financial statements.
5
<PAGE>
<TABLE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<CAPTION>
Common Stock Additional
Date of -------------------------- Paid-in
Transaction Shares Amount Capital
----------- ----------- ------------ -----------
(1)
<S> <C> <C> <C> <C>
Year Ended December 31, 1996:
----------------------------
Balance - December 31, 1995 9,500,800 $ 2,375 $ 557,227
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
Amortization of unearned financing costs - - -
Repayment by stockholders - - -
Net loss - - -
----------- ------------ -----------
Balance - December 31, 1996 17,223,836 $ 4,306 $4,804,298
=========== ============ ===========
<CAPTION>
Deficit
Accumulated
Unearned During the
Due from Financing Development
Stockholders Costs Stage Total
----------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Year Ended December 31, 1996:
----------------------------
Balance - December 31, 1995 $ (3,000) $ - $ (513,226) $ 43,376
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) - (2,719,875) - -
Amortization of unearned financing costs - 226,656 - 226,656
Repayment by stockholders 3,000 - - 3,000
Net loss - - (3,476,983) (3,476,983)
----------- ------------ ------------ -----------
Balance - December 31, 1996 $ - $(2,493,219) $(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 consolidated financial statements.
6
<PAGE>
<TABLE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<CAPTION>
Common Stock Additional
Date of --------------------------- Paid-in
Transaction Shares Amount Capital
----------- ------------ ------------ ------------
(1)
<S> <C> <C> <C> <C>
Year Ended December 31, 1997:
----------------------------
Balance - December 31, 1996 17,223,836 $ 4,306 $ 4,804,298
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
Value assigned to conversion feature of
Convertible Debentures 11/97 - - 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
Value assigned to issuance of 35,000 warrants
to shareholder for consulting services 11/97 - - 39,588
Value assigned to issuance of 364,000
warrants to shareholder as additional
consideration for financing activities 11/97 - - 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
Amortization of unearned financing costs - - -
Net loss - - -
------------ ------------ ------------
Balance - December 31, 1997 18,928,836 $ 4,732 $12,892,313
============ ============ ============
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to consolidated financial statements.
7
<PAGE>
<TABLE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<CAPTION>
Deficit
Accumulated
Unearned During the
Financing Development
Costs Stage Total
------------- ------------- ------------
<S> <C> <C> <C>
Year Ended December 31, 1997:
----------------------------
Balance - December 31, 1996 $ (2,493,219) $ (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) (2,725,000) - -
Value assigned to conversion feature of
Convertible Debentures (1,337,143) - -
Value assigned to issuance of 127,500
warrants in consideration for interest and
placement fees in connection with
Convertible Debentures (284,480) - -
Value assigned to issuance of 35,000
warrants to shareholder for consulting
services (39,588) - -
Value assigned to issuance of 364,000
warrants to shareholder as additional
consideration for financing activities (862,680) - -
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) (2,000,000) - -
Amortization of unearned financing costs 8,426,793 - 8,426,793
Net loss - (12,441,242) (12,441,242)
------------- ------------- ------------
Balance - December 31, 1997 $ (1,315,317) $(16,431,451) $(4,849,723)
============= ============= ============
</TABLE>
See notes to consolidated financial statements.
8
<PAGE>
<TABLE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<CAPTION>
Common Stock Additional
Date of --------------------------- Paid-in
Transaction Shares Amount Capital
----------- ------------ ------------ ------------
(1)
<S> <C> <C> <C> <C>
Year Ended December 31, 1998:
----------------------------
Balance - December 31, 1997 18,928,836 $ 4,732 $12,892,313
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
Value assigned to conversion feature of
Convertible Debentures and 60,000
warrants issued as additional interest 02/98 - - 1,100,000
Value assigned to conversion feature of
Convertible Debentures and 125,000 warrants
issued as additional interest 07/98 - - 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) 09/98, 11/98 100,002 25 32,169
Amortization of unearned financing costs - - -
Net loss - - -
------------ ------------ ------------
Balance - December 31, 1998 19,621,882 $ 4,905 $15,452,783
============ ============ ============
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to consolidated financial statements.
9
<PAGE>
<TABLE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<CAPTION>
Deficit
Accumulated
Unearned During the
Financing Development
Costs Stage Total
------------- ------------- ------------
<S> <C> <C> <C>
Year Ended December 31, 1998:
----------------------------
Balance - December 31, 1997 $ (1,315,317) $(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) (531,249) - -
Value assigned to conversion feature of
Convertible Debentures and 60,000
warrants issued as additional interest (1,100,000) - -
Value assigned to conversion feature of
Convertible Debentures and 125,000
warrants issued as additional interest (475,000) - -
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 - 3,374,066
Net loss - (7,814,143) (7,814,143)
------------- ------------- ------------
Balance - December 31, 1998 $ (47,500) $(24,245,594) $(8,835,406)
============= ============= ============
</TABLE>
See notes to consolidated financial statements.
10
<PAGE>
<TABLE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<CAPTION>
Common Stock Additional
Date of --------------------------- Paid-in
Transaction Shares Amount Capital
----------- ------------ ------------ ------------
(1)
<S> <C> <C> <C> <C>
Year Ended December 31, 1999:
----------------------------
Balance - December 31, 1998 19,621,882 $ 4,905 $15,452,783
Issuance of stock for consulting fees
($0.77 per share) 03/99 78,613 20 62,381
Issuance of stock for consulting fees
($0.72 per share) 06/99 611,572 153 429,035
Issuance of stock for consulting fees
($0.98 per share) 09/99 496,002 124 520,116
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
($1.94 per share) 12/99 29,518 7 46,302
Issuance of stock for finder's fee
($0.77 per share) 09/99 82,580 20 63,727
Issuance of stock for consulting fees
($2.04 per share) 12/99 100,374 25 190,769
Value assigned to conversion feature of
Convertible Debentures and 84,750 warrants
issued as additional interest 01/99 - - 175,425
Value assigned to additional consideration
for financing activities ($0.72 per share) 05/99 100,000 25 71,975
Issuance of stock ($0.25 per share) 06/99 1,000,000 250 474,750
Issuance of stock ($0.25 per share) 09/99 2,000,000 500 499,500
Issuance of stock ($0.38 per share) 12/99 3,035,000 759 1,179,241
Issuance of stock ($0.25 per share) 12/99 930,000 233 232,267
Issuance of stock ($0.50 per share) 12/99 240,000 60 119,940
Issuance of stock for settlement of
litigation ($2.51 per share) 11/99 181,784 45 456,233
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to consolidated financial statements.
11
<PAGE>
<TABLE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<CAPTION>
Deficit
Accumulated
Unearned During the
Financing Development
Costs Stage Total
------------- ------------- ------------
<S> <C> <C> <C>
Year Ended December 31, 1999:
----------------------------
Balance - December 31, 1998 $ (47,500) $(24,245,594) $(8,835,406)
Issuance of stock for consulting fees
($0.77 per share) - - 62,401
Issuance of stock for consulting fees
($0.72 per share) - - 429,188
Issuance of stock for consulting fees
($0.98 per share) - - 520,240
Issuance of stock for conversion of
debenture note payable ($0.35 per share) - - 341,276
Issuance of stock for finder's fee
($1.94 per share) - - 46,309
Issuance of stock for finder's fee
($0.77 per share) - - 63,747
Issuance of stock for consulting fees
($2.04 per share) - - 190,794
Value assigned to conversion feature of
Convertible Debentures and 84,750 warrants
issued as additional interest (175,425) - -
Value assigned to additional consideration
for financing activities ($0.72 per share) (72,000) - -
Issuance of stock ($0.25 per share) - - 475,000
Issuance of stock ($0.25 per share) - - 500,000
Issuance of stock ($0.38 per share) - - 1,180,000
Issuance of stock ($0.25 per share) - - 232,500
Issuance of stock ($0.50 per share) - - 120,000
Issuance of stock for settlement of
litigation ($2.51 per share) - - 456,278
</TABLE>
See notes to consolidated financial statements.
12
<PAGE>
<TABLE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<CAPTION>
Common Stock Additional
Date of --------------------------- Paid-in
Transaction Shares Amount Capital
----------- ------------ ------------ ------------
(1)
<S> <C> <C> <C> <C>
Year Ended December 31, 1999: (Continued)
----------------------------
Issuance of stock for exercise of warrants
($1.50 per share) 11/99/ 12/99 200,000 $ 50 $ 299,950
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
Acquisition from KRHL for Ekor Technology
interest ($1.069 per share) 11/99 2,000,000 500 2,137,000
Issuance of stock to retire debt of KRHL
assumed with purchase of Ekor Technology
interest ($1.06 per share) 11/99 1,000,000 250 1,068,500
Issuance of stock for exercise of warrants
($0.36 per share) 11/99 75,000 19 26,981
Issuance of stock for conversion of debenture
note payable, interest and penalties
($0.36 per share) 11/99 217,464 54 230,458
Issuance of stock in private sale
($1.59 per share) 12/99 1,882,353 471 2,831,529
Modification of warrants issued - - 123,500
Amortization of unearned financing costs - - -
Net loss - - -
------------ ------------ ------------
Balance - December 31, 1999 39,399,343 $ 9,850 $31,873,696
============ ============ ============
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to consolidated financial statements.
13
<PAGE>
<TABLE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<CAPTION>
Deficit
Accumulated
Unearned During the
Financing Development
Costs Stage Total
------------- ------------- ------------
<S> <C> <C> <C>
Year Ended December 31, 1999: (Continued)
----------------------------
Issuance of stock for exercise of warrants
($1.50 per share) $ - $ - $ 300,000
Acquisition of 6,795,000 shares of Kurchatov
Research Holdings, Ltd. ($1.07 per share) - - 4,841,438
Acquisition from KRHL for Ekor Technology
interest ($1.069 per share) - - 2,137,500
Issuance of stock to retire debt of KRHL
assumed with purchase of Ekor Technology
interest ($1.06 per share) - - 1,068,750
Issuance of stock for exercise of warrants
($0.36 per share) - - 27,000
Issuance of stock for conversion of
debenture note payable, interest and
penalties ($0.36 per share) - - 230,512
Issuance of stock in private sale
($1.59 per share) - - 2,832,000
Modification of warrants issued - - 123,500
Amortization of unearned financing costs 294,925 - 294,925
Net loss - (6,492,312) (6,492,312)
------------- ------------- ------------
Balance - December 31, 1999 $ - $(30,737,906) $ 1,145,640
============= ============= ============
</TABLE>
See notes to consolidated financial statements.
14
<PAGE>
<TABLE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<CAPTION>
Common Stock
Date of ---------------------------
Transaction Shares Amount
----------- ------------ ------------
(1)
<S> <C> <C> <C>
Nine Months Ended September 30, 2000
------------------------------------
Balance - December 31, 1999 39,399,343 $ 9,850
Issuance of stock for consulting fees
($4.99 per share) 03/00 73,880 18
Issuance of stock for conversion of note
payable and related interest
($0.28 per share) 01/00 200,000 50
Issuance of stock for interest on convertible
debentures ($1.56 per share) 01/00 289,655 74
Issuance of stock for exercise of warrants
($2.00 per share) 02/00 60,000 15
Issuance of stock for exercise of warrants
($1.06 per share) 02/00 125,000 31
Issuance of stock ($5.00 per share) 02/00 1,200,000 300
Stock issued in connection with acquired
technology 03/00 54,000 13
Issuance of stock and warrants to settle
penalties of convertible debentures
($2.00 per share) 03/00 300,000 75
Issuance of stock for conversion of
debentures and interest ($1.06 per share) 03/00 965,661 242
Issuance of stock for exercise of warrants
($1.50 per share) 03/00 100,000 24
Issuance of stock for consulting fees
($3.93 per share) 06/00 24,278 6
Issuance of stock on exercise of warrants
($1.00 per share) 05/00 35,000 9
Issuance of stock ($5.00 per share) 04/00 2,000,000 500
Value assigned to options to purchase 325,000
shares issued to employee as additional
compensation 05/00 - -
Value assigned to warrants issued to employees 05/00 - -
Accrual of shares under reset provisions 06/00 2,000,000 500
Shares repurchased 05/00; 06/00 - -
Issuance of stock on conversion of debentures
and interest ($2.75 per share) 08/00 827,412 207
Exercise of stock options 08/00 50,000 13
Issuance of stock for consulting fees
($3.50 per share) 09/00 25,428 5
Amortization of unearned compensation - -
Net loss - -
------------ ------------
Balance - September 30, 2000 47,729,657 $ 11,932
============ ============
</TABLE>
(1) Share amounts have been restated to reflect the 4 for 1 stock split on
June 1, 1996.
See notes to consolidated financial statements.
15
<PAGE>
<TABLE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<CAPTION>
Treasury Stock Additional
------------------------------ Paid-in Unearned
Shares Amount Capital Compensation
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Nine Months Ended September 30, 2000
------------------------------------
Balance - December 31, 1999 - $ - $ 31,873,696 $ -
Issuance of stock for consulting fees
($4.99 per share) - - 368,727 -
Issuance of stock in payment of note
payable and related interest
($0.28 per share) - - 56,343 -
Issuance of stock for interest on convertible
debentures ($1.56 per share) - - 451,064 -
Issuance of stock on exercise of warrants
($2.00 per share) - - 119,985 -
Issuance of stock on exercise of warrants
($1.06 per share) - - 132,469 -
Issuance of stock ($5.00 per share) - - 5,999,700 -
Stock issued in connection with acquired
technology - - 311,837 -
Issuance of stock and warrants to settle
penalties of convertible debentures
($2.00 per share) - - 1,119,925 -
Issuance of stock on conversion of
debentures and interest ($1.06 per share) - - 1,023,358 -
Issuance of stock on exercise of warrants
($1.50 per share) - - 149,976 -
Issuance of stock for consulting fees
($3.93 per share) - - 94,869 -
Issuance of stock on exercise of warrants
($1.00 per share) - - 34,991 -
Issuance of stock ($5.00 per share) - - 9,499,470 -
Value assigned to options to purchase 325,000
shares issued to employee as additional
compensation - - 187,750 (187,750)
Value assigned to warrants issued to employees - - 204,718 -
Accrual of shares under reset provisions - - (500) -
Shares repurchased (3,532,150) (8,478,069) - -
Issuance of stock on conversion of debentures
and interest ($2.75 per share) - - 2,276,913 -
Exercise of stock options - - 16,487 -
Issuance of stock for consulting fees
($3.50 per share) - - 88,399 -
Amortization of unearned compensation - - - 26,077
Net loss - - - -
------------- ------------- ------------- -------------
Balance - September 30, 2000 (3,532,150) $ (8,478,069) $ 54,010,177 $ (161,673)
============= ============= ============= =============
</TABLE>
See notes to consolidated financial statements.
16
<PAGE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1999
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000
Deficit
Accumulated
During the
Development
Stage Total
------------- -------------
Nine Months Ended September 30, 2000
------------------------------------
Balance - December 31, 1999 $(30,737,906) $ 1,145,640
Issuance of stock for consulting fees
($4.99 per share) - 368,745
Issuance of stock in payment of note
payable and related interest
($0.28 per share) - 56,393
Issuance of stock for interest on convertible
debentures ($1.56 per share) - 451,138
Issuance of stock on exercise of warrants
($2.00 per share) - 120,000
Issuance of stock on exercise of warrants
($1.06 per share) - 132,500
Issuance of stock ($5.00 per share) - 6,000,000
Stock issued in connection with acquired
technology - 311,850
Issuance of stock and warrants to settle
penalties of convertible debentures
($2.00 per share) - 1,120,000
Issuance of stock on conversion of
debentures and interest ($1.06 per share) - 1,023,600
Issuance of stock on exercise of warrants
($1.50 per share) - 150,000
Issuance of stock for consulting fees
($3.93 per share) - 94,875
Issuance of stock on exercise of warrants
($1.00 per share) - 35,000
Issuance of stock ($5.00 per share) - 9,499,970
Value assigned to options to purchase 325,000
shares issued to employee as additional
compensation - -
Value assigned to warrants issued to
employees - 204,718
Accrual of shares under reset provisions - -
Shares repurchased - (8,478,069)
Issuance of stock on conversion of debentures
and interest ($2.75 per share) - 2,277,120
Exercise of stock options - 16,500
Issuance of stock for consulting fees
($3.50 per share) - 88,404
Amortization of unearned compensation - 26,077
Net loss (7,475,845) (7,475,845)
------------- -------------
Balance - September 30, 2000 $(38,213,751) $ 7,168,616
============= =============
See notes to consolidated financial statements.
17
<PAGE>
<TABLE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
For the Nine Months Ended For the Period
September 30, from Inception
------------------------------ (May 26, 1995) to
1999 2000 September 30, 2000
------------- ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (4,020,160) $ (7,475,845) $(38,213,751)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 7,695 1,216,236 1,374,592
Amortization of deferred and unearned financing
costs 292,413 - 13,276,619
Stock issued for license - - 37,500
Issuance of stock for acquisition of technology - 311,850 311,850
Compensatory element of stock issuances 1,331,575 782,820 4,566,727
Modification of warrants issued - - 123,500
Issuance of stock in settlement of litigation - - 456,278
Cash provided by (used in) the change in assets
and liabilities:
Increase in prepaid expenses and other
current assets - (156,238) (156,438)
Increase in other assets (2,200) (227,039) (236,790)
Increase (decrease) in accrued liabilities 1,125,719 (615,808) 2,331,348
Increase in deferred revenue 150,000 - 225,000
------------- ------------- -------------
NET CASH USED IN OPERATING ACTIVITIES (1,114,958) (6,164,024) (15,903,565)
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Organization and patent costs - - (31,358)
Capital expenditures - (97,354) (139,546)
------------- ------------- -------------
NET CASH USED IN INVESTING ACTIVITIES - (97,354) (170,904)
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options - 16,500 16,650
Net proceeds from issuance of common stock 975,000 15,499,970 21,684,072
Proceeds from exercise of warrants - 437,500 764,500
Repayment by stockholders - - 3,000
Proceeds from convertible debentures - - 7,000,000
Proceeds from notes payable 450,000 - 450,000
Repayment of notes payable - (400,000) (400,000)
Proceeds from bridge notes - - 2,000,000
Repayments of bridge notes - - (2,000,000)
Borrowings from stockholders - - 561,140
Repayment to stockholders - - (561,140)
Deferred financing costs - - (604,150)
Purchase of treasury stock - (8,478,069) (8,478,069)
------------- ------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,425,000 7,075,901 20,436,003
------------- ------------- -------------
(DECREASE) INCREASE IN CASH 310,042 814,523 4,361,534
CASH - BEGINNING 1,940 3,547,011 -
------------- ------------- -------------
CASH - ENDING $ 311,982 $ 4,361,534 $ 4,361,534
============= ============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
-------------------------------------------------
Cash paid during the period for:
Interest $ 526 $ 508,247 $ 824,691
============= ============= =============
Income taxes $ - $ - $ -
============= ============= =============
Interest converted to common stock $ 31,276 $ 691,857 $ 723,133
============= ============= =============
See notes to consolidated financial statements.
18
</TABLE>
<PAGE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2000
NOTE 1 - BASIS OF PRESENTATION
The accompanying consolidated 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 consolidated financial statements reflect all adjustments necessary to state
fairly the financial position and results of operations as of and for the
periods indicated. These consolidated financial statements should be read in
conjunction with the Company's financial statements and notes thereto for the
year ended December 31, 1999, included in the Company's Form 10-K as filed with
the Securities and Exchange Commission.
The preparation of the consolidated 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 consolidated
financial statement and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The consolidated financial statements include the accounts of Eurotech, Ltd. and
its majority and wholly-owned subsidiaries (collectively, the "Company"). All
significant intercompany accounts and transactions have been eliminated in
consolidation.
NOTE 2 - BUSINESS
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
or existing but previously unrecognized technologies. The Company's current
emphasis is on technologies developed by prominent research institutes and
individual researchers primarily in the former Soviet Union and Israel. Since
the Company's formation we have acquired selected technologies through equity
investments, assignments and licensing arrangements. To date, the Company has
not generated any significant revenues from operations.
19
<PAGE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2000
NOTE 3 - TECHNOLOGY INTERESTS ACQUIRED AND SOLD
a) On August 26, 1996, the Company entered into an agreement with Advanced
Technology Industries, Inc. ("ATI"), previously Kurchatov Research
Holdings, Ltd., pursuant to which it assigned to ATI a 50% interest in
the net profits (after deducting development costs and related expenses
attributable to EKOR) derived by the Company from the sale or licensing
of ATI.
During 1999, the Company acquired from a former member of the Company's
board of directors doing business as CIS Development Corp. ("CIS")
6,795,000 shares, representing approximately 40% of the voting stock,
of ATI. In exchange for these ATI shares, the Company issued 4,530,000
shares of its own common stock valued at $4,841,438.
In an agreement, dated as of November 30, 1999, ATI released to the
Company all of its rights in EKOR for the following consideration
provided by the Company:
o Released to ATI all of the Company's royalty rights in the
Re-sealable Container Systems and TetraPak Container
technologies.
o Surrendered to ATI the shares the Company had acquired from
CIS valued at $4,841,438.
o Issued to ATI 2,000,000 shares of Eurotech's common stock
valued at $2,137,500.
o Agreed to pay to ATI a royalty of 2% of gross sales, as
defined, received by Eurotech from all products and services
of ATI by Eurotech, and
o Assumed ATI's obligations to Spinneret Financial Systems, Inc.
Spinneret had previously loaned to ATI $750,000 pursuant to
convertible notes on which ATI was in default and on which
interest and penalties had accrued. Subsequently, and before
year-end, Spinneret converted this liability into 1,000,000
shares of Eurotech common stock valued at $1,068,750.
The total consideration provided to ATI for the acquired technology
interest in EKOR totalled $8,047,688 and is being amortized over a
5-year period commencing November 30, 1999. Amortization expense
related to this intangible asset was $134,128 for the period ended
December 31, 1999 and $1,207,153 for the nine months ended September
30, 2000.
20
<PAGE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2000
NOTE 3 - TECHNOLOGY INTERESTS ACQUIRED AND SOLD(Continued)
b) During the nine months ended September 30, 2000, the Company made
additional investments, aggregating $1,270,000, in six Israeli
technology companies in return for increased ownership interests.
The additional investments of $1,270,000 were charged to research and
development expenses during the nine months ended September 30, 2000,
which reduced the Company's carrying value of its investments in these
companies to zero.
c) During February 2000, the Company entered into a technology acquisition
agreement with a developer. The Company will form and fund a
corporation for the purpose of this agreement named Crypto.Com, Inc.
The Company agreed to pay the developer a salary of $6,000 per month
for a period of one year.
d) Pursuant to a technology purchase agreement dated January 1, 1998, the
Company acquired the rights to a certain technology from Oleg L.
Figovsky, Ph.D., a consultant to the Company. The acquisition was
subject to a royalty, payable to Professor Figovsky, equal to 49% of
the net profits derived by the Company from such technology. During
February 2000, the Company acquired all of such royalty interest in the
net profits derived by the Company from such technologies, along with
rights to certain other technologies, for a cash payment to Professor
Figovsky of $235,000, 54,000 shares of the Company's common stock
valued at $311,850, a payment of $15,000 to an Israeli research
institute and a 1% royalty from gross revenue generated by the sales of
such technology for a period of 15 years.
Since the acquired technology is in the development stage, the Company
charged the purchase consideration of $561,850 to research and
development costs during the three months ended March 31, 2000.
e) During 1999, the Company entered into an agreement to sell its
sub-licensing rights to the re-sealable container technology to ATI for
$500,000. The Company received a deposit on such sale of $150,000
during 1999. During the quarter ended September 30, 2000, the Company
received the balance of $350,000, which was recognized as revenues
during the quarter ended September 30, 2000.
21
<PAGE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2000
NOTE 4 - 8% CONVERTIBLE DEBENTURES
Convertible debentures consist of the following:
At December 31, At September 30,
1999 2000
---------- ----------
November 27, 1997 8% Convertible
Debentures (Due November 27, 2000) $2,660,000 $ 500,000
February 23, 1998 8% Convertible
Debentures (Due February 23, 2001) 3,000,000 3,000,000
July 20, 1998 8% Convertible Debenture 900,000 -
---------- ----------
Total 6,560,000 3,500,000
Less: Current maturities 2,660,000 3,500,000
---------- ----------
Long-term portion $3,900,000 $ -
========== ==========
During the three months ended March 31, 2000, accrued interest through December
31, 1999 on the November 1997 and the February 1998 Convertible Debentures
totalling $902,276 was satisfied for a cash payment of $451,138 and the issuance
of 289,655 shares of common stock valued at $451,138.
During the three months ended March 31, 2000, the obligation under the
Convertible Debenture dated July 1998 of $900,000, plus accrued interest of
$123,600, was satisfied by the issuance of 965,661 shares of common stock.
During the three months ended September 30, 2000, the obligation under the
Convertible Debenture dated November 1997 of $1,260,000, plus accrued interest
of $117,120, was satisfied by the issuance of 827,412 shares of common stock.
In January 2000, the Company settled penalties outstanding under the November
1997 and February 1998 Convertible Debentures, resulting from a failure to
obtain an effective registration statement during July 1998 and part of 1999.
The penalty was settled in full by Eurotech issuing to the holders of the
debentures 300,000 shares of the Company's common stock and warrants to purchase
250,000 shares of common stock at an exercise price of $3. The consideration
issued to the debenture holders was valued at $1,120,000, which was equal to the
penalty assessed. This obligation of $1,120,000 was included in accrued
liabilities as of December 31, 1999.
In addition, in January 2000, the holders of these Convertible Debentures agreed
to a conversion price floor of $2 per share on all outstanding indebtedness
under the November 1997 and February 1998 Convertible Debentures.
22
<PAGE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2000
NOTE 5 - ACCRUED LIABILITIES
Accrued liabilities consist of the following:
At December 31, At September 30,
1999 2000
-------------- ---------------
Interest $1,087,490 $ 209,213
Penalties related to
registration rights 1,120,000 -
Professional fees 471,119 59,026
Consulting fees 272,894 384,876
Other 187,701 52,031
---------- ----------
$3,139,204 $ 705,146
========== ==========
NOTE 6 - STOCKHOLDERS' EQUITY
Amendment of Authorized Shares
------------------------------
On June 20, 2000, the Company adopted an amendment to its Articles of
Incorporation providing an increase to the authorized number of shares of common
stock to 100,000,000 and an increase to the authorized number of shares of
preferred stock to 5,000,000.
Secured Promissory Note
-----------------------
On January 6, 1999, the Company's then 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 bore interest at
13% per annum and is due January 6, 2000. The promissory notes were
collateralized by the Company's intangible assets. These notes were satisfied in
full in January 2000, as discussed below.
During the quarter ended March 31, 2000, the obligation under a note payable
dated January 1999 of $452,142 was paid in full, including accrued interest of
$52,142.
23
<PAGE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2000
NOTE 6 - STOCKHOLDERS' EQUITY (Continued)
Secured Promissory Note (Continued)
-----------------------
During the six months ended June 30, 2000, the obligation under a convertible
promissory note dated January 1999 of $50,000, plus accrued interest, payable to
a former Chairman of the Board of the Company, was satisfied by the issuance of
200,000 shares of common stock. In connection with this transaction, warrants to
purchase 9,750 shares of common stock were cancelled.
Common Stock Financing
----------------------
On December 31, 1999, the Company completed the sale to Woodward LLC, an
institutional investor, of 1,882,353 shares of its common stock and a warrant to
purchase 200,000 of its common stock, resulting in net proceeds to the Company
of $2,832,000. Pursuant to the terms of the sale, the Company could have been
compelled to issue to the investor additional shares of common stock based on
certain average closing prices of its common stock over the four-month period
following December 31, 1999. No additional common shares were required to be
issued under this agreement
In addition, another agreement was entered into with the same investor, under
which the Company, at its option, could sell to the investor up to $22 million
value of its common shares. The shares must be registered and the agreement is
subject to monthly limits of $4,000,000, and various other limitations and
restrictions. The purchase price of the common stock for each sale is based on
90% of the average of certain closing prices of its common stock of the
preceding 20 days.
The commitment agreement was amended on June 29, 2000 so that the aggregate
purchase price of the Company's common stock that Woodward may be required to
purchase pursuant thereto is increased to $75,000,000.
On March 2, 2000, pursuant to a further agreement with Woodward LLC, the Company
sold another 1,200,000 shares of its common stock for total proceeds of
$6,315,790. Woodward LLC agreed to hold these shares for at least six months,
during which time the Company agreed to register these shares under the
Securities Act of 1933 for possible resale. The agreement, pursuant to which
these shares were sold, provides that the Company may be required to issue to
Woodward LLC additional shares of common stock in the event that the average bid
price in the market for outstanding Eurotech shares during September and October
2000 is below $6.58.
24
<PAGE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2000
NOTE 6 - STOCKHOLDERS' EQUITY (Continued)
Common Stock Financing (Continued)
----------------------
On September 30, 2000, both parties agreed to amend its March 2000 agreement
solely with respect to the number of reset periods. It was agreed that there
will be four reset periods, each of one calendar month duration (20 trading
days) starting September 5, 2000. Each reset period covers 25% of the principal
amount of the agreed down.
The Company entered into another agreement with Woodward LLC on April 24, 2000.
Pursuant to this agreement, the Company sold to Woodward LLC an additional
2,000,000 shares, together with a warrant to purchase 500,000 shares at $10 per
share, for $10,000,000 and certain other consideration. These 2,000,000 shares,
the shares issuable upon the exercise of the warrant and the additional shares
issuable upon "repricing", are also required to be registered under the
Securities Act of 1933. Finally, the shares are subject to "repricing" after
March 31, 2001 if the bid price of outstanding Eurotech shares is not then at
least $9.375. The parties amended this agreement on June 29, 2000 to provide for
the payment by Woodward LLC of a further $1,250,000 upon the effectiveness of
the registration statement registering the shares issued to Woodward LLC in, or
issuable pursuant to "repricing" provisions included in agreements made in,
March and April 2000 or pursuant to warrants.
Based on the current market price of Eurotech shares, the Company estimates that
as many as 2,000,000 additional shares may need to be issued on account of the
"repricing" provisions described above and, accordingly, has recorded the
issuance of such additional shares in the stockholders' equity section of the
June 30, 2000 balance sheet.
Stock Repurchases
-----------------
During the nine months ended September 30, 2000, the Company repurchased
3,532,150 shares of its common stock for $8,478,069. Of such amount, 1,000,000
shares were repurchased from CIS for $2,000,000 during the quarter ended June
30, 2000, 1,000,000 shares were repurchased from CIS for $1,000,000 during the
quarter ended September 30, 2000 and 500,000 shares were repurchased from ATI
for $1,350,000 during the quarter ended September 30, 2000.
25
<PAGE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2000
NOTE 6 - STOCKHOLDERS' EQUITY (Continued)
Warrants
--------
At June 30, 2000, the Company had outstanding warrants to purchase 1,784,500
shares of the Company's common stock at prices ranging from $0.75 to $5.02
through March 2004.
Warrants Exercised
------------------
During the nine months ended September 30, 2000, various individuals exercised
warrants and purchased a total of 320,000 shares of the Company's common stock,
for net proceeds to the Company of $437,500.
Options Exercised
-----------------
During the nine months ended September 30, 2000, an officer exercised options
and purchased 50,000 shares of the Company's stock for $16,500.
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:
Options to purchase common stock 925,000
Warrants to purchase common stock 1,784,500
Convertible Debentures and accrued interest
(assumed conversion at September 30, 2000
market value price and at largest discount) 1,855,000
---------
Total as of September 30, 2000 4,564,500
=========
NOTE 7 - EMPLOYEE BENEFIT PLAN
The Company adopted a non-contributory 401(k) plan effective January 1, 2000.
The plan covers all employees who are at least 21 years of age with no minimum
service requirements. Contributions to the plan for the nine months ended
September 30, 2000 totalled $7,174.
26
<PAGE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2000
NOTE 8 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS
Risk of Environmental Liability; Present Lack of Environmental Liability
Insurance
--------------------------------------------------------------------------------
The Company's radioactive contaminant technology is subject to numerous national
and local laws and regulations relating to the storage, handling, emission,
transportation and discharge of such materials, and the use of specialized
technical equipment in the processing of such materials. There is always the
risk that such materials might fail to perform as expected or be mishandled, or
that there might be equipment or technology failures, which could result in
significant claims for personal injury, property damage, and clean-up or
remediation. Any such claims against the Company could have a material adverse
effect on the Company. The Company does not presently carry any environmental
liability insurance, and may be required to obtain such insurance in the future
in amounts that are not presently predictable. There can be no assurance that
such insurance will provide coverage against all claims, and claims may be made
against the Company (even if covered by insurance policies) for amounts
substantially in excess of applicable policy limits. Any such event could have a
material adverse effect on the Company.
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.
Business Risks
--------------
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.
27
<PAGE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2000
NOTE 8 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)
New Employment Agreement
------------------------
On May 3, 2000, the Company entered into a three-year employment agreement with
its Chief Operating Officer, providing for an annual base salary of $160,000 and
non-qualified stock options to purchase a total of 325,000 shares of common
stock. Of the options granted, options on 25,000 shares vested immediately at
$1.00 per share and on 100,000 shares will vest on each subsequent anniversary
date at exercise prices of $2.50, $3.00 and $3.50, respectively. All stock
options expire on May 2, 2010.
The Company recorded a total of $187,750 as unearned stock compensation during
the nine months ended September 30, 2000, representing the aggregate value of
the common stock based on the market price at the date of the award. The
unearned stock compensation is being amortized over the vesting periods. During
the nine months ended September 30, 2000, the Company recorded $26,077 of
compensation expense related to such stock options.
New Consulting Agreements
-------------------------
The Company entered into a consulting agreement for marketing services to be
provided for $14,000 per month, beginning May 1, 2000 and continuing until
terminated by 120 days written notice.
On May 8, 2000, the Company entered into a consulting agreement for
international product and service marketing and environmental law advice to be
provided for one year at $5,000 per month.
New Technology Transfer Agreement
---------------------------------
On April 6, 2000, the Company entered into a one-year manufacturing and
technology transfer agreement with a California corporation, providing for the
transfer of certain EKOR technology and the manufacture of certain EKOR
products. The agreement will continue automatically from year to year unless
terminated in writing 30 days prior to the annual renewal anniversary.
28
<PAGE>
EUROTECH, LTD. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2000
NOTE 8 - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)
Lease Obligation
----------------
In August 2000, the Company entered in a lease agreement to rent office space
located in Virginia that expires September 2005. Under the lease agreement,
annual rent will amount to $224,000 with a 3% annual increase. Under the lease
agreement, the Company is additionally liable for its proportionate share of
real estate taxes and operating expenses.
Included in other assets is a security deposit of $224,000 provided to the
landlord in August of 2000.
29
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Certain information in this Form 10-Q may include forward-looking
statements. The forward-looking statements are subject to risks and
uncertainties. Therefore, actual results could differ materially from current
expectations. Among the factors that could affect our actual results and could
cause these results to differ from those foreseen in our forward-looking
statements are:
o We have a limited operating history and therefore little history on
which to base any forecasts.
o We have incurred substantial operating losses and risk never making
any money.
o Shareholders face substantial dilution of their equity ownership
percentage if more of our convertible debentures are converted, if
more of our outstanding warrants are exercised, or if more of the
shares that we have issued this year are repriced.
o We may not be able to enter into manufacturing agreements, except for
EKOR, joint venture agreements, licenses, collaborative agreements or
contracts with respect to our technologies.
o There is a risk that the market will not accept any or many of our
products and technologies.
o We face unknown environmental liability risks and we don't carry
environmental liability insurance.
o Environmental regulation in various countries may prevent the
cost-effective application of some or all of our technologies.
o We are subject to significant competition and the existence or
development of preferred technologies, which may keep us from selling
our products and technologies at a profit or at all.
o Resources may not be made available to fund remediation of Chernobyl's
Reactor 4 and, even if the funds are made available, contractors may
not choose to use EKOR.
o Our proprietary technology and patents may not give us adequate
protection.
o The chances of our coming close to our forecasts depend on the efforts
of a small number of key personnel and consultants.
OVERVIEW
We are a development stage technology transfer, holding, marketing and
management company formed to commercialize new or existing but previously
unrecognized technologies. Our current emphasis is on technologies developed by
prominent research institutes and individual researchers primarily in the former
Soviet Union and Israel. Since our formation, we have acquired selected
technologies through equity investments, assignments and licensing arrangements.
In the following paragraphs, we will attempt to provide you with a
picture of where we stand on each of the technologies on which we are currently
working. These technologies were described in detail in our last annual report
on Form 10-K, copies of which were mailed to all of our shareholders in
connection with our year 2000 annual meeting.
30
<PAGE>
We are not a subsidiary of another corporation, entity or other person.
We do not have any subsidiaries except to the extent that Israeli research and
development companies and one US company in which we have invested and in the
equity of which we hold a greater than 50% interest may be deemed to be
subsidiaries.
EKOR - NuSil Technologies, which we have a manufacturing agreement, recently
completed the first production of the major coating form of EKOR at their
facilities in California. NuSil has been shipping test "coupons" to test
facilities that meet Department of Energy (DOE) standards for acceptance
testing. In addition, we have continued to expand our list of consultants and
subcontractors. We have contracted with Florida International University, F. N.
Anderson Associates, Inc. (AAI) and JAI, Inc. to assist us with development of
written procedures and methods of mixing and delivering EKOR for various
applications. This includes the preparation of manuals for training and
certification of appliers and for the development of quality assurance programs.
Although Nusil is already an ISO-9001 certified firm, AAI performed an Audit of
Nuclear Quality Assurance Procedures to document NuSil's excellent quality
program. We expect to complete of the U.S. testing of the primary coating form
of EKOR in 2000. In the meantime, the other participants in our program to test
EKOR for the German market have cancelled our contract with them. We are
pursuing alternatives for certification for sale of EKOR in Europe, including
Germany.
CHEMONOL, LTD., RADEMATE, LTD. AND AMSIL, LTD. - These three companies are
planning to establish a pilot manufacturing facility in Israel, to be funded by
us at a cost of about $3,500,000, to support the commercialization of the three
technologies (HNIPU, RBHM, and highly stable organomineral polymers) developed
by these companies. The companies have contracted with an engineering firm to
design and acquire the equipment to be installed in a leased facility. We
currently estimate that the engineering of facility construction may begin in
the second quarter of 2001. It is not possible at this time to forecast the
ultimate impact that this facility will have on the commercialization of these
companies' technologies. In the meantime, the U.S. patent for HNIPU (6,120,905)
was awarded on September 19, 2000.
REMPTECH, LTD. - On July 18, 2000, Remptech was awarded the U.S. patent
(6,090,179) on its process to produce extra fine cobalt and nickel powders.
Discussions with several firms in different countries on joint ventures are
continuing. It is not possible to forecast the outcome of these discussions at
this time.
COMSYNTECH, LTD. - Comsyntech has continued discussions for the sale of its
business with the same manufacturer with which it had entered into the letter of
intent that was previously announced.
SORBTECH, LTD. - In June 2000, Sorbtech received an order for four tons of SB-1
Sorbent to be manufactured and delivered to McPhee Environmental under our
previously announced contract. The product was manufactured in Ukraine and it is
in transit to McPhee Environmental. The objective of this arrangement is to
develop a sales base in the U. S. market that will allow us to economically
develop a U. S. based manufacturer. The early shipments to McPhee Environmental
are not expected to make a positive contribution to the Company's profitability.
We are working to identify a manufacturer of the essential basalt filament in a
location closer to potential markets.
31
<PAGE>
We have hired a Business Development Director of our Advanced
Performance Materials (APM) Group. He is responsible for the six Israeli firms
that Eurotech will have controlling interest in by year-end and for the other
technologies that we purchased directly from Professor Figovsky. We are
forecasting that we will begin to see benefits from this group in 2002, except
for HNIPU and SB-1 Sorbent, from which we hope to begin to see revenues in 2001.
RESULTS OF OPERATIONS
We have not been profitable since inception and expect to incur
substantial operating losses over the next twelve months. For the period from
inception to September 30, 2000, we have incurred a cumulative net loss of
approximately $38,214,000. We expect that we will generate losses until at least
such time as we can commercialize our technologies, if ever. We are still not
sure that any of our technologies, except possibly EKOR, can be manufactured on
a large-scale basis or at a feasible cost. Further, we are still not sure that
any of our technologies will receive market acceptance. As a start-up stage
entity, we are subject to all the risks inherent in the establishment of a new
enterprise and the marketing and manufacturing of new products, many of which
risks are beyond our control.
Results for the Nine Months Ended September 30, 2000 Compared With the Nine
Months Ended September 30, 1999
--------------------------------------------------------------------------------
For the nine months ended September 30, 2000 and 1999, we incurred net
losses of $7,476,000 and $4,020,000, respectively. The losses are principally
due to expenses incurred in the acquisition and development of our technologies,
including depreciation and amortization, consulting costs, general and
administrative expenses and the absence of material operating revenues.
In addition to $150,000 of revenue recognized in the fourth quarter of
1999, we recognized $350,000 of revenue in the third quarter of 2000 to record
full payment on account of the sale of our interest in the TetraPak and
Re-sealable Can technologies to Advanced Technology Industries, Inc. (ATI,
formerly Kurchatov Research Holdings, Ltd.) pursuant to the agreement that we
entered into with that company in November 1999.
Research and development expenses increased for the nine months ended
September 30, 2000 to $2,912,000 from $690,000 for the nine months ended
September 30, 1999. We included in research and development expense the $250,000
cash and the value of 54,000 shares of our common stock (together $562,000) that
we paid and issued in the first quarter of 2000 to Professor Oleg L. Figovsky,
Ph.D., in exchange for converting his retained 49% net profit interest in
certain technologies that we had purchased from him in 1998 for a 1% of gross
sales royalty. Research and development expenditures for 2000 also included
$1,270,000 related to our continuing investments in six Israeli technology
companies and $355,000 for further development work on our Russian technology
(EKOR).
Consulting expenses decreased from $1,671,000 for the nine months ended
September 30, 1999 to $1,466,000 for the nine months ended September 30, 2000.
We were able to reduce the amount required to be paid to outside consultants as
a result of our improved cash position, which permitted us to increase employed
staff.
32
<PAGE>
By the same token, our results reflect a large increase in other
general and administrative expenses, from $836,000 for the nine months ended
September 30, 1999 to $2,118,000 for the nine months ended September 30, 2000.
The increase reflects the move to our new offices in Fairfax, Virginia, toward
the end of the current year's third quarter and the expansion of our salaried
staff from four persons to eight, including two additional senior executives.
Other expenses, consisting of interest expense and amortization of
deferred and unearned finance costs, decreased from $815,000 for the nine months
ended September 30, 1999 to $114,000 for the nine months ended September 30,
2000. Amortization of deferred and unearned financing costs was completed in
1999 and therefore decreased from $292,000 for the nine months ended September
30,1999 to nothing in 2000. As a result of our repayment of outstanding debt or
its conversion into shares of common stock, our interest expense decreased from
$523,000 for the nine months ended September 30, 1999 to $324,000, partially
offset by $210,000 of interest earned on our cash balances, for the nine months
ended September 30, 2000.
We do not at this point expect to recognized any further material
revenues in 2000 and expect our expenses to continue at approximately their
present level
Results for the Three Months Ended September 30, 2000 Compared With the Three
Months Ended September 30, 1999
--------------------------------------------------------------------------------
For the three months ended September 30, 2000 and 1999, we incurred net
losses of $2,051,000 and $1,518,000, respectively. The losses are principally
due to expenses incurred in the acquisition and development of technologies,
including depreciation and amortization, consulting costs, general and
administrative expenses and the absence of material revenues.
In addition to $150,000 of revenue recognized in the fourth quarter of
1999, we recognized $350,000 of revenue in the third quarter of 2000 to record
full payment on account of the sale of our interest in the TetraPak and
Re-sealable Can technologies to Advanced Technology Industries, Inc. (formerly
the Kurchatov Research Holdings, Ltd.) pursuant to the agreement that we entered
into with that company in November 1999.
Research and development expenses increased for the three months ended
September 30, 2000 to $1,069,000 from $197,000 for the three months ended
September 30, 1999. These expenses for the three months ended September 30, 2000
included $463,000 related to our continuing investments in six Israeli
technology companies, a $267,000 non-recurring fee paid to a consulting firm for
an evaluation of the market for the Israeli technologies, and $102,000 for
further development work on our Russian technology (EKOR), as well as a variety
of smaller expenditures.
Consulting expenses decreased from $693,000 for the nine months ended
September 30, 1999 to $298,000 for the nine months ended September 30, 2000. We
able to reduce the amount required to be paid to outside consultants as a result
of our improved cash position, which permitted us to increase employed staff.
By the same token, our results reflect a large increase in other
general and administrative expenses, from $444,000 for the three months ended
September 30, 1999 to $642,000 for the three months ended September 30, 2000.
The increase reflects the move to our new offices in Fairfax, Virginia, toward
the end of the current year's third quarter and the expansion of our salaried
staff from four persons to eight, including two additional senior executives.
33
<PAGE>
Other expenses, consisting of interest expense, decreased, as a result
of repayment or conversion of debt, from $182,000 for the three months ended
September 30, 1999 to $127,000, more than offset by $142,000 of interest earned
on our cash balances, for the three months ended September 30, 2000.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of working capital from inception have been net
proceeds of:
o $842,000 from a limited offering of our common stock in 1996.
o $2,000,000 from a bridge financing completed in 1996 and subsequently
repaid.
o $3,000,000, $3,000,000 and $1,000,000 from private placements of 8%
Convertible Debentures due November 2000, February 2001 and July 2001,
respectively, all but $3,500,000 of which, due in 2000 and 2001, have
been converted.
o $450,000 from a secured financing obtained in January 1999 and repaid
in January 2000.
o $1,180,000 from a private offering of 3,035,000 shares of our common
stock in the third quarter of 1999.
o $3,000,000 from the issuance on December 31, 1999 of 1,882,353 shares
and a warrant to buy an additional 200,000 shares of our common stock
to a single institutional investor.
o $6,315,790 from the sale in March 2000 of 1,200,000 shares to such
investor.
o $10,000,000 from the sale in April 2000 of 2,000,000 shares, and
warrants to buy additional 500,000 shares, to such investor.
As of the date of this report, we are required to issue 741,085 additional
shares with respect to one half of the 1,200,000 shares issued in March 1999,
and may be required later in 2000 and in 2001 to issue further additional shares
with respect to both the balance of the 1,200,000 shares issued in March 2000
and the 2,000,000 share issued in April 2000, as a result of "repricing"
formulas included in our agreements with the investor. In connection with the
last three items in the above listing, we paid a total of $965,790 in consulting
fees.
The debentures discussed above may be converted into shares of our
common stock at beneficial conversion rates based on the timing of the
conversion. During 1998, a debenture holder converted $30,000 of principal and
accrued interest of $194,000 into 100,002 shares of our common stock. During
1999, a debenture holder converted principal of $410,000 and accrued interest of
$161,788 into 1,204,665 shares of our common stock. In January 2000, we reached
an agreement with the holders of the convertible debentures pursuant to which we
paid all interest then in arrears and the holders agreed to a $2.00 per share
conversion price floor on the debentures that remain outstanding. During the
three months ended March 31, 2000, a debenture holder converted a further
$900,000 of principal and related accrued interest in exchange for 965,661
shares of our common stock. During the three months ended September 30, 2000, a
debenture holder converted another $2,160,000 of principal and related accrued
interest in exchange for 827,412 shares of our common stock. Based on the agreed
floor, the largest number of shares into which the $3,500,000 principal amount
of debentures that remain outstanding that can be converted to is 1,750,000.
On January 6, 1999, our former Chairman and the majority convertible
debt holder provided $450,000 of short-term financing to us, evidenced by a
$50,000 and a $400,000 secured promissory note, respectively. We repaid the
$400,000 note on its due date from the proceeds of the December 31, 1999
$3,000,000 stock and warrant financing. In January 2000, our former Chairman
converted his $50,000 note, plus accrued interest, into 200,000 shares of our
common stock.
34
<PAGE>
As part of the December 31, 1999 transaction pursuant to which we
issued 1,882,353 shares and a warrant to buy an additional 200,000 shares of our
common stock for $3,000,000, the investor agreed to permit us to sell to it
additional shares of common stock over time and subject to certain conditions
for up to a total of $25,000,000, increased to $75,000,000 pursuant to an
amendment dated June 29, 2000. We often refer to this commitment as an "equity
line of credit." As mentioned above, we issued to this investor another
1,200,000 shares in March 2000 for a further financing under this commitment of
$6,315,790, and in April 2000 2,000,000 shares for a further financing under
this commitment of $10,000,000.
Our drawings under this equity line of credit was substantially our
only source of funds in 2000. Since we have had no cash revenues, these funds
permitted us to pay our cash expenditures, including among others the following:
In our above discussion of results of operations, we referred to our
expenditures to promote the commercialization of the EKOR technology developed
by scientists and researchers in the former Soviet Union. The total of these
expenditures during the first nine month of 2000 amounted to $355,000.
We also have agreed in principle to provide funding in connection with
our continuing investments in six Israeli technology companies. Total
expenditures under these programs approximated $1,270,000 during the nine months
ended September 30, 2000.
During the nine months ended September 30, 2000, we repurchased
1,032,150 shares of our common stock in the open market for a total of
$4,128,068 Further, we repurchased 2,000,000 shares of our common stock held by
one of our organizers for a total of $3,000,000, 500,000 shares of our common
stock held by ATI for $1,350,000 and 50,000 shares from a creditor for $215,000.
As of September 30, 2000, our current assets of $4,517,000 exceed by
$87,000 our $4,430,000 of current liabilities, which include the $3,500,000
aggregate principal amount of convertible debentures due within the next year
that we would not have to pay if they are converted. As of December 31, 1999,
our net working capital amounted to a negative $3,017,000. Our September 30,
2000 stockholders' equity amounted to $7,169,000 compared to $1,146,000 at
December 31, 1999. The improvement in both our current position and our
stockholder's equity since December 31, 1999 is attributable to the $15,500,000
of net proceeds from the sale of common stock during the nine months ended
September 30, 2000, net of share repurchases and other uses of cash, including
operating expenses, most of which have been discussed above in some detail.
35
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The registrant is not currently a party to any material legal
proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) 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
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The Exhibits listed in the attached Exhibit Index are filed
herewith or incorporated herein by reference, as indicated in therein.
(b) Reports on Form 8-K. None filed during the quarter being reported
on.
[The rest of this page has been left blank intentionally]
<PAGE>
SIGNATURES
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.
November 13, 2000 EUROTECH, LTD.,
By /s/ Don V. Hahnfeldt
-----------------------------
Don V. Hahnfeldt
President and Chief Executive Officer
/s/ Jon W. Dowie
---------------------------------
Jon W. Dowie
Chief Financial Officer
<PAGE>
<TABLE>
EUROTECH, LTD.
EXHIBIT INDEX
<CAPTION>
Location
Exhibit No. Description Reference
----------- ----------- ---------
<S> <C> <C>
3.1.1 Articles of Incorporation of Eurotech, Ltd. and amendment thereto 1
3.1.2 Articles of Amendment adopted June 20, 2000 and corresponding
Certificate of Amendment dated June 21, 2000 10
3.2.1 Bylaws of Eurotech Ltd. 1
3.2.2 Amendment to Bylaws adopted February 23, 2000 to fix the number
of directors at 5. 9
4.1 Form of Common Stock certificate 1
10.1.1 License Agreement dated September 6, 1996 between Euro-Asian
Physical Society and ERBC Holding, Ltd. 1
10.1.2 Sub-License Agreement dated September 16, 1996 between ERBC
Holding, Ltd. and Eurotech, Ltd. 1
10.1.3 Agreement dated January 28, 1997 between Eurotech, Ltd. and
Kurchatov Research Holdings, Ltd. 1
10.1.4 Memorandum of Intent among Chernobyl Nuclear Power Plant, I. V.
Kurchatov Institute, Ukrstroj and Eurotech, Ltd. 1
10.1.5 Agreement dated December 6, 1996 between Ukrstoj and Chernobyl
Nuclear Power Plant 1
10.1.6 Agreement dated December 11, 1996 among Ukrstroj, Eurotech, Ltd.
and Euro-Asian Physical Society 1
10.2.1 Technology Purchase Agreement between Eurotech, Ltd. and Oleg L.
Figovsky 2
10.2.2 Technology Purchase Agreement between Eurotech, Ltd. and Oleg L.
Figovsky 2
10.2.3 Technology Purchase Agreement between the Company and Oleg L.
Figovsky 2
10.2.4 Agreement dated February 27, 2000 between Eurotech, Ltd. and Oleg
L. Figovsky (acquisition of the rights to 49% of net profits) 8
10.3 Preliminary EKOR (Component A)/Block Copolymer manufacturing
licensing agreement between Eurotech, Ltd. and NuSil Technology 9
10.4 Agency Contract dated May 19, 2000 between Eurotech, Ltd. and
McPhee Environmental Supply 10
10.5.1 Share Purchase Agreement dated June 29, 2000 between Zohar
Gendler and Europtech, Ltd. (Rademate Ltd.) 10
<PAGE>
10.5.2 Share Purchase Agreement dated June 29, 2000 between Technion
Entrepreneurial Incubator Co., Ltd. and Eurotech, Ltd. (Rademate
Ltd.) 10
10.5.3 Share purchase agreement date July 23, 2000 between Sorbtech Ltd.
and Eurotech, Ltd. 10
10.5.4 Investment Agreement entered into in May, 2000 between Amsil,
Ltd. and Eurotech, Ltd. 10
10.6.1 Form of Agreement among Eurotech, Ltd., V. Rosenband and C.
Sokolinsky, and Ofek Le-Oleh Foundation 2
10.6.2 Equity Sharing Agreement between the Company, V. Rosenband and C.
Sokolinsky 2
10.6.3 Voting Agreement among Eurotech, Ltd., V. Rosenband and C.
Sokolinsky 2
10.7.1 Investment Agreement between Eurotech, Ltd. and Chemonol, Ltd. 2
10.7.2 Equity Sharing Agreement between the Company and Leonid
Shapovalov 2
10.7.3 Voting Agreement between Eurotech, Ltd. and Leonid Shapovalov 2
10.8.1 Agreement between Eurotech, Ltd. and Separator, Ltd. 2
10.8.2 Equity Sharing Agreement between Eurotech, Ltd. and Efim Broide 2
10.8.3 Voting Agreement between Eurotech, Ltd. and Efim Broide 2
10.9.1 Form of Agreement among Eurotech, Ltd., Ofek Le-Oleh Foundation
and Y. Kopit 2
10.9.2 Equity Sharing Agreement among Eurotech, Ltd., Y. Kopit and V.
Rosenband 2
10.9.3 Voting Agreement among Eurotech, Ltd., Y. Kopit and V. Rosenband 2
10.10 Form of License Agreement between the Company and ERBC Holdings,
Ltd. 2
10.11.1 Cooperation Agreement between Eurotech, Ltd. and
Forschungszentrum Julich GmbH 2
10.11.2 Agreement among Eurotech, Ltd., Forschungszentrum Julich and two
other entities for the testing of EKOR in Germany 7
10.12.1 Convertible Debenture Purchase Agreement among Eurotech, Ltd.,
JNC Opportunity Fund, Ltd. and Diversified Strategies Fund, L.P. 2
10.12.2 Escrow Agreement among Eurotech, Ltd., JNC Opportunity Fund, Ltd.
and Diversified Strategies Fund, L.P. and Robinson, Silverman,
Pearce, Aronsohn & Berman, LLP 2
<PAGE>
10.12.3 Registration rights Agreement among Eurotech, Ltd., JNC
Opportunity Fund, Ltd. and Diversified Strategies Fund, L.P. 2
10.12.4 Form of 8% Convertible Debenture Due November 27, 2000 issued by
Eurotech, Ltd. to JNC Opportunity Fund, Ltd. 2
10.12.5 Form of 8% Convertible Debenture Due November 27, 2000 issued by
Eurotech, Ltd. to Diversified Strategies Fund, L.P. 2
10.12.6 Warrant No. 1 issued by Eurotech, Ltd. to JNC Opportunity Fund,
Ltd. 2
10.12.7 Warrant No. 2 issued by Eurotech, Ltd. to Diversified Strategies
Fund, L.P. 2
10.12.8 Warrant No. 3 issued by Eurotech, Ltd. to Diversified Strategies
Fund, L.P. 2
10.13.1 Convertible Debenture Purchase Agreement between Eurotech, Ltd.
and JNC Opportunity Fund, Ltd. 2
10.13.2 Escrow Agreement among Eurotech, Ltd., JNC Opportunity Fund, Ltd.
and Robinson, Silverman, Pearce, Aronsohn and Berman, LLP 2
10.13.3 Registration Rights Agreement between Eurotech, Ltd. and JNC
Opportunity Fund Ltd. 2
10.13.4 Form of 8% Convertible Debenture Due February 23, 2001 issued by
Eurotech, Ltd. to JNC Opportunity Fund, Ltd. 2
10.13.5 Warrant No. 3 issued by Eurotech, Ltd. to JNC Opportunity Fund
Ltd. 2
10.14.1 Debenture Purchase Agreement between Eurotech, Ltd and JNC
Strategic Fund Ltd. 2
10.14.2 Form of 8% Convertible Debenture No.1 Due July 20, 2001 issued by
Eurotech, Ltd. to JNC Strategic Fund Ltd. 3
10.14.3 Form of 8% Convertible Debenture No.2 Due February 23, 2001
issued by Eurotech, Ltd. to JNC Opportunity Fund, Ltd. 3
10.14.4 Warrant No. 4 issued by Eurotech, ltd. to JNC Strategic Fund Ltd. 3
10.14.5 Registration Rights Agreement issued by Eurotech, Ltd. to JNC
Strategic Fund Ltd. 3
10.14.6 Amended and Revised 8% Convertible Debenture No.1 Due February
23, 2001 issued by Eurotech, Ltd. to JNC Opportunity Fund, Ltd. 3
10.14.7 Amended and Revised 8% Convertible Debenture No.2 Due July 20,
2001 issued by Eurotech, Ltd. to JNC Strategic Fund Ltd. 3
10.14.8 Amended and Revised 8% Convertible Debenture No.13 Due November
27, 2000 issued by Eurotech, Ltd. to JNC Opportunity Fund, Ltd. 3
10.14.9 Amended and Revised 8% Convertible Debenture No.14 due November
27, 2000 issued by Eurotech, Ltd. to Diversified Strategies Fund,
L.P. 3
<PAGE>
10.14.10 Agreement dated February 25, 2000 regarding conversion price 3
10.15.1 Agreement between Eurotech, Ltd. and David Wilkes 3
10.15.2 Secured Promissory Note issued by Eurotech, Ltd. to JNC Strategic
Fund Ltd. 3
10.15.3 Secured Promissory Note issued by Eurotech, Ltd. to David Wilkes 3
10.15.4 Secured Promissory Note issued by Eurotech, Ltd. to David Wilkes 3
10.15.5 Escrow Agreement among the Company, JNC Strategic Fund Ltd. and
Encore Capital Management, L.L.C. 3
10.15.6 Security Agreement by Eurotech, Ltd. in favor of JNC Strategic
Fund Ltd. and David Wilkes 3
10.15.7 Warrant issued by Eurotech, Ltd. to JNC Strategic Fund Ltd. 3
10.15.8 Warrant issued by the Company to David Wilkes 4
10.15.9 Form of 8% Convertible Debenture Due Three Years from Original
Issue Date issued by Eurotech, Ltd. to JNC Strategic Fund Ltd. 4
10.15.10 Employment Agreement between Eurotech, Ltd. and Frank Fawcett 4
10.15.10 Disengagement Agreement between Eurotech, Ltd. and Frank Fawcett 7
10.16.1 Employment Agreement between Eurotech, Ltd. and Don V. Hahnfeldt 4
10.16.2 Revised employment agreement between Eurotech, Ltd. and Don V.
Hahnfeldt 7
10.17 Agreement dated September 9, 1999 between Eurotech, Ltd. and
Peter Gulko (acquisition of KRHL shares) 5
10.18.1 Agreement dated as of November 30, 1999 between Eurotech, Ltd.
and Kurchatov Research Holdings, Ltd. 7
10.18.2 Agreement dated June 20, 2000 between Eurotech, Ltd. and Advanced
Technology Industries, Inc. (formerly Kurchatov Research
Holdings, Ltd.) 10
10.19 Agreement dated as of December 15, 1999 between Eurotech, Ltd.
and Spinneret Financial Systems, Inc. 7
10.20.1 Common Stock Purchase Agreement dated December 31, 1999 between 1
Eurotech, Ltd. and Woodward LLC 7
10.20.2 Warrant issued by Eurotech, Ltd. to Woodward LLC on December 31,
1999 7
10.20.3 Registration Rights Agreement dated December 31, 1999 between
Eurotech, 1 Ltd. and Woodward LLC 7
<PAGE>
10.20.4 Commitment Agreement ($22,000,000) between Eurotech, Ltd. and
Woodward LLC 7
10.20.5 Escrow Agreement dated December 31, 1999 among Eurotech, Ltd.,
Woodward LLC and Krieger & Prager 7
10.20.6 Common Stock Purchase Agreement dated as of March 1, 2000 between
Eurotech, Ltd. and Woodward LLC 9
10.20.7 Common Stock Purchase Agreement dated as of April 24, 2000
between Eurotech, Ltd. and Woodward LLC 10
10.20.8 Registration Rights Agreement dated as of April 24, 2000 between
Eurotech, Ltd. and Woodward LLC 10
10.20.9 Warrant issued by Eurotech, Ltd. to Woodward LLC on June 22, 2000 10
10.20.10 Amendment Agreement dated June 29, 2000 between Eurotech, Ltd.
and Woodward LLC, amending April 24, 2000 Common Stock Purchase
Agreement and Registration Rights Agreement and December 31, 2000
Commitment Agreement 10
10.20.11 Amendment Agreement dated September 28, 2000 between Eurotech,
Ltd. and Woodward LLC, amending March 1 Common Stock Purchase
Agreement *
10.21 Technology Acquisition and Development Agreement related to
Cypto.Com, Inc. 9
23.1 Consent of Tabb, Conigliaro & McGann, P.C. 8
27 Financial data schedule *
(for Legend, see next page)
</TABLE>
<PAGE>
Legend:
------
* Filed as an Exhibit to the current filing
1 Incorporated by reference to such Exhibit filed with our registration
statement on Form 10 on file with the Commission, file number 000-22129
2 Incorporated by reference to such Exhibit filed with Pre-Effective
Amendment No. 2 to our registration statement on Form S-1, File No.
333-26673, on file with the Commission
3 Incorporated by reference to such Exhibit filed with our current report
on Form 8-K as of August 3, 1998, on file with the Commission
4 Incorporated by reference to such Exhibit filed with Post-Effective
Amendment No. 1 to our registration statement on Form, S-1, File No.
333-26673, on file with the Commission
5 Incorporated by reference to such Exhibit filed by Peter Gulko with his
Statement on Schedule 13D
6 Incorporated by reference to such Exhibit filed with our current report
on Form 8-K as of November 30, 1999, on file with the Commission
7 Incorporated by reference to such Exhibit filed with Post-Effective
Amendment No. 2 to our registration statement on Form S-1, File No.
333-26673, on file with the Commission
8 Incorporated by reference to such Exhibit filed with our annual report
on Form 10-K for the year ended December 31, 1999, on file with the
Commission
9 Incorporated by reference to such Exhibit filed with our quarterly
report of Form 10-Q for the quarter ended March 31, 2000, on file with
the Commission
10 Incorporated by reference to such Exhibit filed with our quarterly
report of Form 10-Q for the quarter ended June 30, 2000, on file with
the Commission.
