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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5, 1996
ELECTROSOURCE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16323 74-2466304
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification Number)
3800B Drossett Drive
Austin, Texas 78744-1131
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (512) 445-6606
Item 5. Other
Registrant attaches as Exhibit A hereto, condensed unaudited financial
statements as of November 30, 1995, which separately disclose equity
transactions completed by the Company in October and November 1995.
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 hereunto duly authorized.
ELECTROSOURCE, INC.
By: /s/ Mary Beth Koenig
Mary Beth Koenig
Chief Accounting Officer
Date: January 5, 1996
Exhibit A/Page 1
Electrosource, Inc.
Condensed Unaudited Balance Sheet
November 30, 1995
(1) (2) (3)
Actual Before Equity
Equity Transactions Transactions Actual
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 651,266 $1,360,000(a) $ 2,011,266
Trade receivables, net 478,131 478,131
Inventories 796,863 796,863
Receivable from sale of 993,600 993,600
Convertible Notes
Prepaid and other 609,326
expenses (213,438) 395,888
(b)
TOTAL CURRENT ASSETS 3,529,186 4,675,748
PLANT AND EQUIPMENT, net 5,434,694 590,000(d 6,024,694
)
TECHNOLOGY LICENSE AGREEMENT
AND 1,584,485 2,327,719 3,912,204
PURCHASED TECHNOLOGY, net (d)
RESTRICTED CASH 744,824 744,824
OTHER 224,667
224,667
TOTAL ASSETS $11,517,856 $15,582,1
37
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 794,423 $
794,423
Accrued liabilities 1,868,418 1,868,418
TOTAL CURRENT 2,662,841 2,662,841
LIABILITIES
CONVERTIBLE NOTES PAYABLE 9,470,000 (2,450,00 7,020,000
0)(b)
TECHNOLOGY LICENSE PAYABLE 2,429,346 (154,888) 2,274,458
(c)
CAPITAL LEASE OBLIGATIONS
(less current portion) 1,243,391 1,243,391
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
(DEFICIT)
Common stock, par value
$0.10 per share;
authorized 50,000,000 2,467,323 117,036(a 2,793,260
shares; 27,932,604 )
shares issued and 199,457(b
outstanding )
9,444(c)
Stock subscriptions 0 2,994,225 2,994,225
(d)
Warrants
Paid in capital 27,409,142 1,242,964 30,834,65
(a) 5
2,037,105
(b)
145,444
(c)
Retained earnings (34,164,187 (34,240,6
(deficit) ) (76,506)( 93)
d)
(4,287,722)
2,381,447
TOTAL LIABILITIES
AND $11,517,856 $15,582,1
SHAREHOLDERS' 37
EQUITY (DEFICIT)
See notes to condensed unaudited financial statements.
Exhibit A/Page 2
Electrosource, Inc.
Condensed Unaudited Income Statement
Eleven Months Ended
November 30, 1995
(1) (2) (3)
Actual Equity
Before
Equity Transactio Actual
Transaction ns
s
Revenues
Battery sales $ $
1,092,571 1,092,571
Project revenue 889,593 889,593
License fees 1,000,000 1,000,000
Interest income
77,905 77,905
3,060,069 3,060,069
Costs and expenses
Manufacturing 8,608,961 8,608,961
Research and development 3,411,525 3,411,525
Selling, general and 6,381,646 6,381,646
administrative
Technology license and 273,918 273,918
royalties
Depreciation and 873,267 76,506(d)
amortization 949,773
19,549,317 19,625,82
3
Loss before income taxes (16,489,248 (16,565,7
) 54)
Income taxes (foreign)
120,000 120,000
Net Loss $(16,609,24 $(16,685,
8) 754)
Net loss per common share $ (.82) $ (.82)
Average common shares 20,294,222 20,294,22
outstanding 2
See notes to condensed unaudited financial statements.
Exhibit A/Page 3
Electrosource, Inc.
Notes to Condensed Unaudited Financial Statements
NOTE A - BASIS OF PRESENTATION
Column 1 has been prepared from the preliminary, unaudited,
internal financial statements of Electrosource, Inc. Column 1
excludes equity transactions completed and recorded in October
and November 1995.
Column 2 reflects equity transactions recorded in October
and November 1995 associated with the completion of the following
transactions:
(a) the sale and issuance of 1,170,357 shares of
Common Stock in October 1995;
(b) the conversion of $2,450,000 of Convertible
Debentures, net of associated unamortized financing
costs, into 1,994,572 shares of Common Stock in October
and November 1995;
(c) the issuance of 94,444 Common Shares in October
and November 1995 in accordance with the terms of the
Technology License Agreement with BDM Technologies
Inc.; and
(d) termination of a research and development
arrangement between Electrosource, Inc. ("ELSI") and
the Electric Power Research Institute ("EPRI") dated
November 1, 1995 which provides for the issuance of
2,158,000 shares of Common Stock in exchange for:
the transfer of intellectual property rights, and
the transfer of title to certain equipment to ELSI
that had been purchased by EPRI in connection with
research activity undertaken by ELSI.
This transaction was effective as of November 1,
1995. The allocation of the purchase price of the
intellectual property rights and equipment is
based upon management's current estimates of the
relative values of the assets acquired. The final
allocation thereof may vary as additional
information is obtained, and accordingly, the
ultimate allocation may differ from those used in
the preliminary, condensed, unaudited financial
statements as of and for the eleven months ended
November 30, 1995.
Column 3 represents the unaudited financial statements of
Electrosource, Inc. as of and for the eleven months ended
November 30, 1995.
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