FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURUSANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-14306
INTERCELL CORPORATION
---------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-0928627
-------- ----------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
370 17th Street, Suite 3580
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (303) 592-1010
Not applicable
(Former name, former address or former fiscal year, if changed since last
report)
Indicate by check mark whether the issuer (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
--- ----
As of May 5, 2000 there were 99,891,188 shares of the registrant's sole class of
common shares outstanding.
Transitional Small Business Disclosure Format Yes No X
---- -----
<PAGE>
INTERCELL CORPORATION AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS PAGE
----
Independent Accountants' Report 1
Condensed Consolidated Balance Sheet
March 31, 2000 2
Condensed Consolidated Statements of Operations
Three Months and Six Months Ended
March 31, 2000 and 1999 3
Condensed Consolidated Statement of Changes in Stockholders' Deficit
Six Months Ended March 31, 2000 4
Condensed Consolidated Statements of Cash Flows
Six Months Ended March 31, 2000 and 1999 6
Notes to Condensed Consolidated Financial Statements
Six Months Ended March 31, 2000 and 1999 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 13
PART II - OTHER INFORMATION 15
ITEM 2. CHANGES IN SECURITIES 15
ITEM 6. EXHIBITS 15
SIGNATURES 16
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors
Intercell Corporation
We have reviewed the accompanying condensed consolidated balance sheet of
Intercell Corporation and subsidiaries as of March 31, 2000, and the related
condensed consolidated statements of operations for the three-month and
six-month periods then ended, and the condensed consolidated statement of
changes in stockholders' deficit and cash flows for the six-month period then
ended. These financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.
GELFOND HOCHSTADT PANGBURN, P.C.
Denver, Colorado
May 16, 2000
1
<PAGE>
INTERCELL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Assets
- ------
<S> <C>
Current assets:
Cash and cash equivalents $ 445,000
Prepaid expenses 10,000
----------
Total current assets 455,000
Investment in land held for sale 500,000
Restricted cash 21,000
----------
Total assets $ 976,000
==========
Liabilities and Stockholders' Deficit
- -------------------------------------
Current liabilities:
Accounts payable $ 251,000
Accrued liabilities 242,000
Accounts payable - related parties 137,000
Notes payable - related parties 23,000
Notes payable - other 50,000
Deferred gain on agreement to sell affiliate stock 723,000
Liabilities of discontinued operations 3,347,000
----------
Total current liabilities 4,773,000
----------
Commitment and Contingencies
Stockholders' deficit:
Convertible preferred stock; 10,000,000 shares authorized:
Series C; 26 shares issued and outstanding
(liquidation preference of $328,000) 272,000
Series D; 1,080 shares issued and outstanding
(liquidation preference of $3,064,000) 2,698,000
Series E; 1,000 shares issued and outstanding
(liquidation preference of $100,000) 1,000
Warrants to acquire common stock 3,060,000
Common stock; no par value; 100,000,000 shares authorized
99,891,188 shares issued and outstanding 23,461,000
Additional paid-in capital 7,227,000
Accumulated deficit (39,822,000)
Receivable from agreement to sell affiliate stock ( 694,000)
----------
Total stockholders' deficit ( 3,797,000)
----------
Total liabilities and stockholders' deficit $ 976,000
==========
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>
2
<PAGE>
INTERCELL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
------------------ -----------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
General and administrative
expense $ 105,000 56,000 189,000 200,000
---------- ---------- ---------- ----------
Loss from operations ( 105,000) ( 56,000) ( 189,000) ( 200,000)
---------- ---------- ---------- ----------
Gain on sale and exchange
of affiliate stock 876,000 - 876,000 -
Interest income 1,000 - 1,000 -
Interest expense ( 2,000) ( 20,000) ( 25,000) ( 38,000)
Equity in loss of affiliate ( - ) ( 256,000) ( - ) ( 531,000)
---------- ---------- ---------- ----------
875,000 ( 276,000) 852,000 ( 569,000)
---------- ---------- --------- ----------
Income (loss) from
continuing operations 770,000 ( 332,000) 663,000 ( 769,000)
---------- ---------- ---------- ----------
Discontinued operations:
Loss from operations to
be disposed of - - - ( 67,000)
---------- ---------- ---------- ----------
Loss from discontinued operations - - - ( 67,000)
---------- ---------- ---------- ----------
Net income (loss) 770,000 ( 332,000) 663,000 ( 836,000)
Deemed dividend on Series C and D
preferred stock relating to
in-the-money conversion terms ( 15,000) ( 15,000) ( 29,000) ( 29,000)
Accrued dividends on Series D
preferred stock ( 37,000) ( 38,000) ( 75,000) ( 75,000)
Accretion on Series C
preferred stock ( 6,000) ( 29,000) ( 13,000) ( 58,000)
---------- ---------- ---------- ----------
Net income (loss) applicable to
common stockholders $ 712,000 ( 414,000) 546,000 ( 998,000)
========== ========== ========== ==========
Net income (loss) per share,
applicable to common stockholders:
Basic:
Income (loss)
from continuing operations $ 0.01 ( 0.01) 0.01 ( 0.03)
Loss from discontinued
operations ( 0.00) ( 0.00) ( 0.00) ( 0.00)
---------- ---------- ---------- ----------
Net income (loss) $ 0.01 ( 0.01) 0.01 ( 0.03)
========== ========== ========== ==========
Diluted:
Income (loss)
from continuing operations $ 0.01 ( 0.01) 0.00 ( 0.03)
Loss from discontinued
operations ( 0.00) ( 0.00) ( 0.00) ( 0.00)
---------- ---------- ---------- ----------
Net income (loss) $ 0.01 ( 0.01) 0.00 ( 0.03)
========== ========== ========== ==========
Weighted average number of common
shares outstanding:
Basic 98,425,368 39,500,246 89,639,515 38,514,887
========== ========== =========== ==========
Diluted 149,886,863 39,500,246 141,101,010 38,514,887
=========== ========== =========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
3
<PAGE>
INTERCELL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
SIX MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Convertible
Preferred Stock Warrants to Common Stock
--------------- Acquire ------------
Shares Amount Common Stock Shares Amount
------ ------ ------------ ------ ------
<S> <C> <C> <C> <C> <C>
Balances
September 30, 1999, as
previously stated 1,150 $ 3,282,000 3,075,000 66,309,089 $22,231,000
Adjustment to account
for change from
consolidation to
equity method of
accounting for
Nanopierce - - - - -
----- --------- --------- ---------- ----------
September 30, 1999, as
restated 1,150 3,282,000 3,075,000 66,309,089 $22,231,000
Conversion of Series
C Preferred Stock ( 44) ( 428,000) - 23,582,099 428,000
Accretion on
preferred stock - 13,000 - - -
Amortization of
deemed dividend - 29,000 - - -
Accrual of
preferred stock
dividend - 75,000 - - -
Issuance of Series E
preferred stock 1,000 - - - -
Receivable from
agreement to sell
affiliate stock - - - - -
Settlement of
convertible
debentures - - ( 15,000) 10,000,000 802,000
Net loss - - - - -
----- --------- --------- ---------- ----------
Balance as of
March 31, 2000 2,106 $ 2,971,000 3,060,000 99,891,188 $23,461,000
===== ========= ========= ========== ==========
</TABLE>
(CONTINUED)
4
<PAGE>
INTERCELL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
SIX MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
(CONTINUED)
<TABLE>
<CAPTION>
Receivable
from
Agreement
Additional to Sell Total
Paid-In Affiliate Accumulated Stockholders'
Capital Stock Deficit Deficit
------- ----- ------- -------
<S> <C> <C> <C> <C>
Balances
September 30, 1999, as
previously stated 6,885,000 ( 394,000) (40,604,000) (5,525,000)
Adjustment to account
for change from
consolidation to
equity method of
accounting for
Nanopierce 242,000 - 236,000 478,000
--------- -------- ---------- ---------
September 30, 1999, as
restated 7,127,000 ( 394,000) (40,368,000) (5,047,000)
Conversion of Series
C Preferred Stock - - - -
Accretion on
preferred stock - - ( 13,000) -
Amortization of
deemed dividend - - ( 29,000) -
Accrual of
preferred stock
dividend - - ( 75,000) -
Issuance of Series E
preferred stock 100,000 - - 100,000
Receivable from
agreement to sell
of affiliate stock - ( 300,000) - ( 300,000)
Settlement of
convertible
debentures - - - 787,000
Net income - - 663,000 663,000
--------- -------- ---------- ---------
Balance as of
March 31, 2000 7,227,000 ( 694,000) (39,822,000) (3,797,000)
========= ======== ========== =========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
5
<PAGE>
INTERCELL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
---------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ 663,000 ( 836,000)
Less loss from discontinued operations - 67,000
---------- ----------
Loss from continuing operations 663,000 ( 769,000)
Adjustments to reconcile net loss to net cash used in
in operating activities:
Common stock and warrants issued for expenses - 118,000
Gain on sale and exchange of affiliate stock ( 876,000) -
Equity in losses of affiliate - 531,000
Changes in operating assets and liabilities:
Increase in prepaid expenses ( 3,000) -
Increase (decrease) in accounts payable
and accrued liabilities ( 348,000) 32,000
Increase in payables to related parties 22,000 87,000
---------- ----------
Net cash used in continuing operations ( 542,000) ( 1,000)
---------- ----------
Cash flows from investing activities:
Proceeds from sale of stock 876,000 -
Other assets - 1,000
---------- ----------
Net cash provided by investing activities 876,000 1,000
---------- ----------
Cash flows from financing activities:
Proceeds from sale of convertible preferred stock 100,000 -
---------- ----------
Net cash provided by financing activities 100,000 -
---------- ----------
Net increase in cash and cash equivalents 434,000 -
Cash and cash equivalents, beginning of period 11,000 24,000
---------- ----------
Cash and cash equivalents, end of period $ 445,000 24,000
========== ==========
Supplemental disclosure of cash flow information:
Cash paid for interest $ - -
========== ==========
Supplemental disclosure of noncash investing and financing activities:
2000 1999
---- ----
Acquisition of convertible debt for stock $ 826,000 -
Conversion of Series B preferred stock to common stock - 39,000
Accretion on preferred stock 13,000 58,000
Amortization of deemed dividend on preferred stock 29,000 29,000
Accrual of preferred stock dividend 75,000 75,000
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
6
<PAGE>
INTERCELL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
1. BUSINESS, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
- --------------------------------------------------------------------------
Presentation of Interim Information
The accompanying consolidated financial statements include the accounts of
Intercell Corporation, a Colorado corporation (the Company), and its
subsidiaries Sigma 7 Corporation, (a corporation that filed for voluntary
liquidation under Chapter 7 of the U.S. Bankruptcy Code on December 31, 1998),
Particle Interconnect Corp., and Arizcan Properties, Ltd. All significant
intercompany accounts and transactions have been eliminated in consolidation.
As described below, Nanopierce Technologies, Inc. (Nanopierce), was previously
consolidated. Due to the dilution of the Company's ownership in Nanopierce and
the Company's non-controlling interest in Nanopierce, the investment is now
accounted for on the equity method for all periods presented. The change had
no effect on the Company's net loss for prior periods, but reduced its expenses,
assets and liabilities, and changed certain components of its cash flow for the
prior periods. The Company's investment in Nanopierce is carried at zero in the
Company's financial statements and therefore the equity method has been
suspended and the Company's share of Nanopierce's losses has not been recorded.
In the opinion of the management of the Company, the accompanying unaudited
consolidated financial statements include all material adjustments, including
all normal and recurring adjustments, considered necessary to present fairly the
financial position of and operating results for the periods presented. The
financial statements and notes are presented as permitted by Form 10-QSB, and do
not contain certain information included in the Company's last Annual Report on
Form 10-KSB for the fiscal year ended September 30, 1999. It is the Company's
opinion that when the interim statements are read in conjunction with the
September 30, 1999 Annual Report on Form 10-KSB, the disclosures are adequate to
make the information presented not misleading. Interim results are not
necessarily indicative of results for a full year or any future period.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has incurred
significant operating losses, and has a working capital deficiency and a
stockholders' deficit at March 31, 2000. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. The
independent auditors' report on the Company's financial statements for the year
ended September 30, 1999 included a "going concern" explanatory paragraph,
meaning the auditors also expressed substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets or amounts and classifications of liabilities that
might result from the outcome of this uncertainty.
7
<PAGE>
INTERCELL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
Investment in Nanopierce
At March 31, 2000, the Company owns approximately 27% of the outstanding common
stock of Nanopierce. Although the Company's ownership interest in Nanopierce
fell below 50% beginning in the fourth fiscal quarter of 1999, the Company
continued to consolidate Nanopierce based on several factors which was believed
to constitute a controlling financial interest in Nanopierce by Intercell,
including common ownership by the President, Director, and CEO of the Company,
who was also President, Director and CEO of Nanopierce.
During the quarter ended March 31, 2000, the composition of the Company's board
of directors changed, the Company's ownership interest in Nanopierce was further
reduced to approximately 27% from approximately 33% at December 31, 1999, and
other factors were evaluated which now indicate that the Company does not have
controlling financial interest. Therefore, as of March 31, 2000, the Company
has presented Nanopierce as an affiliate of the Company and is accounting for
Nanopierce under the equity method of accounting through March 31, 2000. The
Company's investment in Nanopierce is $0; therefore, the Company suspended
recognition of its proportionate share of Nanopierce losses under the equity
method of accounting. The Company's condensed statements of operations for the
three and six-month periods ended March 31, 1999 present the Company's share of
Nanopierce losses under consolidation. As a result of the change to the equity
method of accounting, the Company has restated the statement of changes in
stockholders' equity by $478,000.
Nanopierce's net losses applicable to common shareholders for the three months
ended March 31, 2000 and 1999 was $(1,765,338) and $(351,208). Nanopierce's net
losses applicable to common shareholders for the six months ended March 31, 2000
and 1999 was $(2,606,536) and $(693,631), respectively. The summarized
financial position of Nanopierce as of March 31, 2000, was as follows:
Current assets $ 3,184,253
Long-term assets 858,282
---------
Total assets $ 4,042,535
=========
Current liabilities $ 311,898
Long-term liabilities 3,938,849
Deficit ( 208,212)
---------
Total liabilities and deficit $(4,042,535)
=========
Nanopierce is engaged in the design, development and licensing of products using
its intellectual property, the PI Technology. The PI Technology consists of
patents, pending patent applications, patent applications in preparation, trade
secrets, trade names, and trade marks. The PI Technology improves electrical,
thermal and mechanical characteristics of electronic products. Nanopierce has
designated and is commercializing its PI Technology as the Nanopierce Connection
System (NCS) and markets the PI Technology to companies in various industries
for a wide range of applications. Nanopierce has not realized any royalty
revenue through March 31, 2000.
8
<PAGE>
INTERCELL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
To address its current cash flow concerns, during the three months ended March
31, 2000 the Company sold 1,000 shares of its Series E Preferred Stock for
$100,000 and sold 1,500,000 shares of its stock of Nanopierce for $900,000 (Note
6). The Company has also been in discussions with investment bankers and
financial institutions attempting to raise funds to support current and future
operations. This includes attempting to raise additional working capital
through the sale of additional capital stock (Note 2) or through the issuance of
debt.
Reclassifications
Certain amounts in the 1999 financial statements have been reclassified to
conform with the 2000 presentation.
2. AUTHORIZED CAPITAL
- ----------------------
The Company's authorized capital consists of, among other classes of securities,
100,000,000 common shares. As of May 5, 2000 there are 99,891,188 common shares
issued and outstanding. In addition, the Company has outstanding certain
classes of securities which are convertible into common shares which would, if
converted, cause the Company to exceed its authorized common shares. This is
prohibited by the laws of the State of Colorado and therefore until the Company
is able to convene a Special Meeting of the Shareholders pursuant to the proxy
solicitation requirements of Section 14 of the Securities Act of 1934, and the
law of the State of Colorado, it cannot permit such conversions, which means the
Company is or will be in default of certain terms and conditions of such
instruments. The securities affected consists of the following as of May 5,
2000:
(1) 26 shares of Series C Preferred shares,
(2) 1,080 shares of Series D Preferred shares,
(3) Warrants convertible into 2,637,450 shares; and
(4) Options convertible into 6,927,000 common shares.
The Company intends to promptly prepare and file proxy solicitation materials to
convene a Special Meeting of Shareholders to among other things, increase its
authorized common shares in an amount sufficient to permit the conversion of its
authorized and/or outstanding convertible securities.
3. INCOME (LOSS) PER SHARE
- ---------------------------
SFAS No. 128, Earnings per Share, requires dual presentation of basic and
diluted earnings or loss per share (EPS) with a reconciliation of the numerator
and denominator of the basic EPS computation to the numerator and denominator of
the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or resulted in
the issuance of common stock that then shared in the earnings of the entity.
Basic income (loss) per share of common stock is computed based on the weighted
average number of common shares outstanding during the year. Diluted EPS
includes the potential conversion of stock options, warrants, convertible debt
and convertible preferred stock during the three and six month periods ended
March 31, 2000. Stock options, warrants, convertible debt and convertible
preferred stock are not considered in diluted EPS for those periods with net
losses in the calculation, as the impact of the potential common shares
(approximately 132,482,200 shares at March 31, 1999) would be to decrease loss
per share.
9
<PAGE>
INTERCELL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
4. BUSINESS RISK
- -----------------
The Company and its remaining operating affiliate, Nanopierce, are subject to
risks and uncertainties common to technology-based companies, including rapid
technological change, dependence on principal products and third-party
technology, new product introductions and other activities of competitors,
dependence on key personnel, and limited operating history.
5. DISCONTINUED OPERATIONS
- ---------------------------
Liabilities of discontinued operations at March 31, 2000, consist of Sigma
liabilities as follows:
Accounts payable and accrued liabilities $ 986,000
Notes payable 2,240,000
Other liabilities 121,000
----------
$ 3,347,000
==========
The liabilities of $3,347,000 remain on the books of Sigma as of March 31, 2000,
pending a final judgment from the U.S. Bankruptcy Court as to the disposition of
these liabilities. Management's estimates of these liabilities have not changed
during the period ended March 31, 2000.
Notes payable of discontinued operations primarily consist of $1,700,000, 10%,
unsecured notes payable issued in a 1997 private placement, originally due in
October 1998.
The $67,000 loss from discontinued operations for the six months ended March 31,
1999 represents accrued interest on the notes payable to the date of the
bankruptcy filing.
10
<PAGE>
INTERCELL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
6. AFFILIATE STOCK SALES
- -------------------------
During the three months ended March 31, 2000, the Company agreed to sell
1,500,000 shares of its restricted Nanopierce common shares to the holders of
the Series E Preferred Stock for $900,000. At March 31, 2000, $600,000 of the
$900,000 had been received in cash, and the remaining $300,000 was receivable,
and was secured by 60,000 shares of Nanopierce. The Company recognized a
$600,000 gain on the sale of the Nanopierce stock, which represented the
difference between the carrying value of the Company's investment in the
Nanopierce stock ($0) and the cash received. Due to the uncertainty regarding
the ultimate realization of the gain on the receivable portion of the
transaction, the receivable balance is classified as a reduction to
stockholders' equity (deficit) at March 31, 2000, and a liability has been
recorded for the unrealized gain.
During the three months ended March 31, 2000, the Company exchanged 170,000
restricted shares of Nanopierce as partial payment on the Company's convertible
debentures of $826,000 (Note 7). A gain of $278,000 was recognized on the
disposition of these shares.
7. CONVERTIBLE DEBENTURES
- --------------------------
During the three months ended March 31, 2000, the Company acquired the
outstanding convertible debentures of $826,000, including accrued interest and a
related warrant to purchase 400,000 shares of common stock of the Company in
exchange for 10,000,000 shares of the Company's common stock and 170,000 shares
of the Company's Nanopierce shares. This transaction released certain assets of
the Company which had previously been pledged as collateral on the convertible
debentures.
8. STOCKHOLDERS' EQUITY
- ------------------------
During the six months ended March 31, 2000, the Company issued 23,582,099 shares
of common stock in connection with Series C Preferred Stock conversions and
issued 10,000,000 shares of common stock as partial satisfaction of the
Company's convertible debentures.
On February 14, 2000, the Company's Board of Directors authorized the issuance
of 1,000 shares of a newly created Series E Convertible Preferred Stock and
approved a plan to re-incorporate the Company from Colorado to Nevada subject to
shareholder approval.
11
<PAGE>
INTERCELL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
The Series E Preferred shares were issued in March 2000, bear a cumulative
dividend of six percent per year and are convertible into common stock after the
Company is re-incorporated in Nevada, after a reverse split of the shares of the
Nevada Corporation is effective, and after the authorized common shares of the
Nevada Company has been increased as considered necessary. The Series E
Preferred Stock is convertible into common stock equal to five percent of the
common stock outstanding of the Company on a fully diluted basis. The intrinsic
value of the beneficial conversion feature of the Series E Convertible Preferred
Stock was $100,000 and is being amortized to dividends over the period from
issuance to the earliest date of conversion which is July 15, 2000. The Series
E Preferred Stock shall have 120,000 votes per Series E Preferred share. The
votes on the Series E shares shall be identical in every other respect to the
voting rights of the holders of common stock entitled to vote.
9. LITIGATION
- --------------
The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
financial statements of the Company.
12
<PAGE>
ITEM 2. MANAGEMENTS'S DISCUSSION AND ANALYSIS
GENERAL
The statements contained in this Form 10-QSB, if not historical, are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, and involve risks and uncertainties that could
otherwise, or other expectations described in such forward-looking statements.
Any forward-looking statement or statements speak only as of the date on which
such statements were made, and the Company undertakes no obligation to update
any forward-looking statement to reflect events or circumstances after the date
on which such statements are made or reflect the occurrence of unanticipated
events. Therefore, forward-looking statements should not be relied upon as
prediction of actual future results.
The independent auditors' report on the Company's financial statements for the
year ended September 30, 1999 included a "going concern" explanatory paragraph,
meaning the auditors have expressed substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to the
factors prompting the explanatory paragraph are discussed below and also in Note
1 of the audited financial statements contained in the Company's Annual Report
on Form 10-KSB for the fiscal year ended September 30, 1999.
Intercell Corporation discontinued all operations of its majority owned
subsidiary Sigma 7 Corporation, a manufacturer of memory modules located in San
Diego, CA, on June 5, 1998. Sigma 7 Corporation subsequently filed for
liquidation under Chapter 7 of the United States Bankruptcy Code on December 30,
1998. The liabilities of $3,347,000 remain on the books pending a final
judgment from the U.S. Bankruptcy Court as to the disposition of these
liabilities.
At March 31, 2000, the Company owns approximately 27% of the outstanding common
stock of Nanopierce. Although the Company's ownership interest in Nanopierce
fell below 50% beginning in the fourth fiscal quarter of 1999, the Company
continued to consolidate Nanopierce based on several factors which was believed
to constitute a controlling financial interest in Nanopierce by Intercell,
including common ownership by the President, Director, and CEO of the Company,
who was also President, Director and CEO of Nanopierce.
During the quarter ended March 31, 2000, the composition of the Company's board
of directors changed, the Company's ownership interest in Nanopierce was further
reduced to approximately 27% from approximately 33% at December 31, 1999, and
other factors were evaluated which now indicate that the Company does not have
controlling financial interest. Therefore, as of March 31, 2000, the Company
has presented Nanopierce as an affiliate of the Company and is accounting for
Nanopierce under the equity method of accounting through March 31, 2000. The
Company's investment in Nanopierce is $0; therefore, the Company suspended
recognition of its proportionate share of Nanopierce losses under the equity
method of accounting. The Company's condensed statements of operations for the
three and six-month periods ended March 31, 1999 present the Company's share of
Nanopierce losses under consolidation. As a result of the change to the equity
method of accounting, the Company has restated the statement of changes in
stockholders' equity by $236,000.
The Company, through its 26.65 percent owned affiliate, Nanopierce Technologies,
Inc., is currently engaged in the design, development and licensing of products
using its patented particle interconnect technology.
RESULTS OF OPERATIONS
The Company had no revenue from continuing operations for the six months ended
March 31, 2000 and 1999.
13
<PAGE>
The Company had net income of $663,000 for the six months ended March 31, 2000
compared to a net loss of $836,000 for the six months ended March 31, 1999.
General and administrative expenses decreased to $189,000 for the six months
ended March 31, 2000 from $200,000 for the six months ended March 31, 1999.
This small decrease is due to general variation in various expenses. During
the three months and six months ended March 31, 2000 the Company realized gains
on the sales of its Nanopierce stock of $876,000. There were no gains in the
prior year periods. Interest expense decreased in the 2000 period as compared
to the 1999 period as a result of the Company purchasing its outstanding
convertible debt. For the three months and six months ended March 31, 2000 no
loss has been recorded for the Company's equity in losses of Nanopierce because
the Company's investment in Nanopierce is carried at zero and therefore the
equity method has been suspended.
LIQUIDITY AND FINANCIAL CONDITION
The Company has a working capital deficit of $4,318,000 at March 31, 2000
compared to a working capital deficit of $6,074,000 at September 30, 1999.
The Company's liabilities decreased to $4,773,000 at March 31, 2000 compared to
$6,088,000 at September 30, 1999. The decrease was due in part to a decrease of
$826,000 in convertible debentures which were repurchased by the Company and a
decrease in accounts payables of $268,000 primarily resulting from payments on
various accounts.
Without gains on the sales of its Nanopierce stock, the Company's current
operations are not generating positive cash flow. To address its current cash
flow concerns, during the three months ended March 31, 2000 the Company sold
1,000 shares of its Series E Preferred Stock for $100,000 and sold 1,500,000
shares of its stock of Nanopierce for cash of $900,000 of which $600,000 was
received by March 31, 2000. The Company also exchanged 170,000 shares of
Nanopierce, value at $276,000 as part consideration for the repurchase of the
Company's convertible debentures.
Since the Company's operations are not sufficient to fund the Company's capital
requirements, the Company may enter into a revolving loan agreement with a
financial institution, or attempt to raise additional capital through the sale
of additional capital stock (Notes 2 and 8), sale of additional Nanopierce
stock, or through the issuance of debt. At the present time the Company does
not have a revolving loan agreement with any financial institution nor can the
Company provide assurances that it will be able to raise funds through issuance
of debt or equity in the Company.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT
In June 1998, the Financial Accounting Standard Board (FASB) issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. This
statement, as amended by SFAS No. 137, is effective for fiscal years beginning
after June 15, 2000. Currently, the Company does not have any derivative
financial instruments and does not participate in hedging activities; therefore,
management believes that SFAS No. 133 will not impact the Company's financial
statements.
14
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 1, 1998, the Company was served a summons and complaint naming it, its
subsidiary, Sigma and others affiliated with the Company, by Classic Trading,
Inc., a California corporation, with the Superior Court of the State California,
Count of Orange, CV 796047 (the "Classic Trading Lawsuit"). Classic Trading,
Inc. alleges breach of contract and believes that it is owed $135,000.00. The
Company has filed an answer denying the allegations. The litigation has not
been further prosecuted since then.
ITEM 2. CHANGES IN SECURITIES
The Company made the following unregistered sales of its securities from October
1, 1999 to March 31, 2000.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
DATE OF TITLE OF
SALE SECURITIES SHARES CONSIDERATION PURCHASER
---- ---------- ------ ------------- ---------
10/05/99 Common 12,218,767 Series C Conversion Queensway Financial Group
10/26/99 Common 3,333,333 Series C Conversion The Gifford Fund, Ltd.
12/31/99 Common 2,071,416 Series C Conversion Capital Venture Group
1/03/00 Common 9,000,000 Payment of Debt Augustine Fund, LP
1/11/00 Common 2,909,119 Series C Conversion Capital Venture Group
1/14/00 Common 1,000,000 Payment of Debt Augustine Fund, LP
1/20/00 Common 3,019,464 Series C Conversion Capital Venture Group
</TABLE>
EXEMPTION FROM REGISTRATION CLAIMED
All of the sales by the Company of its unregistered securities were made by the
Company in reliance upon Section 4(2) of the Act. All of the individuals and/or
entities listed above that purchased the unregistered securities were all known
to the Company and its management, through pre-existing business relationships,
as long standing business associates, friends, and employees. All purchasers
were provided access to all material information which they requested and all
information necessary to verify such information and were afforded access to
management of the Company in connection with their purchases. All purchasers of
the unregistered securities acquired such securities for investment and not with
a view toward distribution, acknowledging such intent to the Company. All
certificates or agreements representing such securities that were issued
contained restrictive legends, prohibiting further transfer of the certificates
or agreements representing such securities, without such securities either being
first registered or otherwise exempt from registration in any further resale or
disposition.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
Exhibit 11 Statement of Computation of Earnings per Share
Exhibit 27 Financial Data Schedule
REPORTS ON FORM 8-K
On April 10, 2000 the Company filed Form 8-K reporting the authorization and
issuance of Series E Preferred Stock, the temporary change in control of the
Company and other events.
15
<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.
INTERCELL CORPORATION
(REGISTRANT)
Date: May 22, 2000 By: /s/ Paul H. Metzinger
--------------------------
Paul H. Metzinger, President,
Chief Executive Officer &
Chief Financial Officer
16
<PAGE>
EXHIBIT 11
INTERCELL CORPORATION AND SUBSIDIARIES
COMPUTATION OF NET INCOME (LOSS) PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
Three months Six months
ended March 31, ended March 31,
--------------- ---------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income (loss) $ 770,000 $( 332,000) $ 663,000 $( 836,000)
Deemed dividends on Series B,C, and
D preferred stock relating to
in-the-money conversion terms ( 15,000) ( 15,000) ( 29,000) ( 29,000)
Accrued dividends on Series D
preferred stock ( 37,000) ( 38,000) ( 75,000) ( 75,000)
Accretion on Series B and C
preferred stock ( 6,000) ( 29,000) ( 13,000) ( 58,000)
---------- ---------- ---------- ----------
Net income (loss) applicable to
common shareholders $ 712,000 $( 414,000) $ 546,000 $( 998,000)
========== ========== ========== ==========
Weighted average number of common
shares outstanding 98,425,368 39,500,246 89,639,515 38,514,887
Common equivalent shares
representing shares issuable
upon exercise of outstanding
options and warrants and
convertible stock 51,461,495 - 51,461,495 -
---------- ---------- ----------- ----------
149,886,863 39,500,246 141,101,010 38,514,887
=========== ========== =========== ==========
Basic loss per share applicable
to common shareholders:
Income (loss) from
continuing operations $ 0.01 $( 0.01) $ 0.01 $( 0.03)
Loss from discontinued
operations ( 0.00) ( 0.00) ( 0.00) ( 0.00)
---------- ---------- ---------- ----------
Basic income (loss) per
common share $ 0.01 $( 0.01) $ 0.01 $( 0.03)
========== ========== ========== ==========
Diluted loss per share applicable
to common shareholders:
Income (loss) from
continuing operations $ 0.01 $( 0.01) $ 0.00 $( 0.03)
Loss from discontinued
operations ( 0.00) ( 0.00) ( 0.00) ( 0.00)
---------- ---------- ---------- ----------
Diluted income (loss) per
common share $ 0.01 $( 0.01) $ 0.00 $( 0.03)
========== ========== ========== ==========
</TABLE>
Stock options, warrants and convertible preferred stock are not considered in
the calculations for those periods with net losses as the impact of the
potential common shares (approximately 132,482,200 shares at March 31, 1999)
would be to decrease net loss per share.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CAPTION>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 445,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 455,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 976,000
<CURRENT-LIABILITIES> 4,773,000
<BONDS> 0
0
2,971,000
<COMMON> 23,461,000
<OTHER-SE> (30,229,000)
<TOTAL-LIABILITY-AND-EQUITY> 976,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 189,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,000
<INCOME-PRETAX> 663,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 663,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 663,000
<EPS-BASIC> 0.01
<EPS-DILUTED> 0.00
</TABLE>
