ENERGY RESEARCH CORP /NY/
10-Q, 1999-03-17
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


[Mark One]
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 1999

                                       OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  
     EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number 0-24852

                           ENERGY RESEARCH CORPORATION
             (Exact name of registrant as specified in its charter)

            New York                                             06-0853042     
  (State or other jurisdiction                                (I.R.S. Employer  
of incorporation or organization)                            Identification No.)
                                                           
3 Great Pasture Road, Danbury, Connecticut                          06813  
 (Address of principal executive offices)                        (Zip code)
                                                                  
        Registrant's telephone number including area code: (203) 825-6000


  -----------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the  registrant  (1) has filed all  documents and
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.

[X] Yes  [ ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of the  Registrant's  Common Stock,  par value
$.0001, as of March 15, 1999 was 4,167,573.

<PAGE>



                           ENERGY RESEARCH CORPORATION

                                    FORM 10-Q

                                      INDEX



PART I - FINANCIAL INFORMATION                                              PAGE
                                                                            
Item 1. Unaudited Consolidated Condensed                                    
        Financial Statements:                                           
                                                                            
        Consolidated Condensed Balance Sheets as of                         
        January 31, 1999 and October 31, 1998                                 2
                                                                            
        Consolidated Condensed Statements of Operations                     
        for the three months ended January 31, 1999                         
        and January 31, 1998                                                  3
                                                                            
        Consolidated Condensed Statements of Cash Flows                     
        for the three months ended January 31, 1999                         
        and January 31, 1998                                                  4
                                                                            
        Notes to Unaudited Consolidated Condensed                           
        Financial Statements                                                  5
                                                                            
Item 2. Management's Discussion and Analysis of Financial                   
        Condition and Results of Operations                                   8
                                                                            
Item 3. Quantitative and Qualitative Disclosures About                      
        Market Risk                                                          12
                                                                            
                                                                            
PART II - OTHER INFORMATION                                                 
                                                                            
                                                                            
Item 6. Exhibits and Reports on Form 8-K                                     13
                                                                            
        Signatures                                                           14
                                                                            
                                                           


                                       1
<PAGE>


                           ENERGY RESEARCH CORPORATION
                      Consolidated Condensed Balance Sheets
           (Dollars in thousands, except share and per share amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                          January 31,     October 31,
                                                                              1999           1998
                                                                          -----------     -----------
                                     ASSETS
<S>                                                                        <C>              <C>   
Current assets:
   Cash and cash equivalents                                               $10,337          10,304
   Accounts receivable                                                       5,217           3,813
   Inventories                                                                 266              30
   Deferred income taxes                                                     1,073           1,073
   Other current assets                                                        737             646
                                                                           -------         -------
        Total current assets                                                17,630          15,866
                                                                                          
Property, plant and equipment, net                                           8,428           8,347
Other assets, net                                                            2,551           2,630
                                                                           -------         -------
        Total assets                                                       $28,609          26,843
                                                                           =======         =======
                                                                                          
                      LIABILITIES AND SHAREHOLDERS' EQUITY
                                                                                          
Current liabilities:                                                                      
   Notes payable                                                           $   821              -- 
   Current portion of long-term debt                                           723             755
   Accounts payable                                                            648             620
   Accrued liabilities                                                       4,031           2,928
   Deferred license fee income                                               1,592           1,329
                                                                           -------         -------
        Total current liabilities                                            7,815           5,632
                                                                                          
Long-term liabilities:                                                                    
   Long-term debt                                                            1,785           1,944
   Deferred income taxes                                                       177             177
                                                                           -------         -------
        Total liabilities                                                    9,777           7,753
                                                                           -------         -------
Minority interest                                                            3,220           3,220
                                                                           -------         -------
                                                                                          
Shareholders' equity:                                                                     
    Convertible  preferred  stock, Series C ($.01 par value);                             
       30,000 shares outstanding at January 31, 1999                                      
       and October 31, 1998, respectively                                      600             600
                                                                           -------         -------
                                                                                          
    Common shareholders' equity:                                                          
        Common stock, ($.0001 par value); 8,000,000 shares authorized:                    
           4,135,873 and 4,129,273 shares issued and outstanding at                       
           January 31, 1999, and October 31, 1998, respectively                           
       Additional paid-in capital                                           13,033          12,943
       Retained earnings                                                     1,979           2,327
                                                                           -------         -------
          Total common shareholders' equity                                 15,012          15,270
                                                                           -------         -------
          Total shareholders' equity                                        15,612          15,870
                                                                           -------         -------
          Total liabilities and shareholders' equity                       $28,609          26,843
                                                                           =======         =======
</TABLE>


            See notes to consolidated condensed financial statements.




                                        2
<PAGE>


                           ENERGY RESEARCH CORPORATION
                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
           (Dollars in thousands, except share and per share amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                           Three Months Ended January 31,
                                                               1999           1998
                                                            -----------    -----------
<S>                                                         <C>              <C>      
Revenues                                                    $     6,284          3,907

Costs and expenses:
    Cost of revenues                                              4,355          2,447
    Administrative and selling expenses                           1,361            596
    Depreciation                                                    330            486
    Research and development                                        823            429
                                                            -----------    -----------
         Total costs and expenses                                 6,869          3,958
                                                            -----------    -----------

Income (loss) from operations                                      (585)           (51)

License fee income, net (includes income from
    related parties of $62 and $67 for the three
    months ended January 31, 1999 and 1998, respectively)           (16)           211
Interest expense                                                    (53)           (83)
Interest and other income, net                                       65             51
                                                            -----------    -----------

Income (loss) before provision for
    income taxes                                                   (589)           128

Provision (benefit) for income taxes                               (241)            21
                                                            -----------    -----------

Net  income (loss)                                          $      (348)           107
                                                            ===========    ===========

Earnings (loss) per share:

    Basic earnings (loss) per share                         $     (0.08)          0.03
                                                            ===========    ===========

    Basis shares outstanding                                  4,164,992      4,008,849

    Diluted earnings (loss) per share                       $     (0.08)          0.03
                                                            ===========    ===========

    Diluted shares outstanding                                4,164,992      4,183,244
</TABLE>


            See notes to consolidated condensed financial statements



                                       3
<PAGE>
                           ENERGY RESEARCH CORPORATION
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                     FOR THE THREE MONTHS ENDED JANUARY 31,
                             (Dollars in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                 1999        1998
                                                               --------    --------
<S>                                                            <C>           <C>  
Cash flows from operating activities:
   Net income (loss)                                           $   (348)        107
   Adjustments to reconcile net income (loss) to
      net cash provided by (used in) operating activities:
        Compensation for options granted                             33          62
        Depreciation and amortization                               433         570
        Deferred income taxes                                        --         (88)
 Changes in operating assets and liabilities:
           Accounts receivable                                   (1,404)     (1,302)
           Inventories                                             (236)        (31)
           Other current assets                                     (91)       (111)
           Accounts payable                                          28        (391)
           Accrued liabilities                                    1,103          81
           Deferred license fee income                              263         258
                                                               --------    --------

      Net cash used in operating activities                        (219)       (845)
                                                               --------    --------

Cash flows from investing activities:
   Capital expenditures                                            (412)       (426)
   Payments on other assets                                         (23)        (34)
                                                               --------    --------

        Net cash used in investing activities                      (435)       (460)
                                                               --------    --------

Cash flows from financing activities:
   Proceeds from short term debt                                    821          --
   Repayment on long-term debt                                     (190)       (938)
   Common stock issued                                               57          92
                                                               --------    --------

        Net cash provided by (used) in financing activities         688        (846)
                                                               --------    --------

        Net increase (decrease) in cash and cash equivalents         33      (2,151)
                                                               --------    --------

Cash and cash equivalents-beginning of period                    10,304       6,802
                                                               --------    --------

Cash and cash equivalents-end of period                        $ 10,337       4,561
                                                               ========    ========

Supplemental disclosure of cash paid during the period for:
   Interest                                                    $     54          74
   Income taxes                                                $    100         186
</TABLE>



            See notes to consolidated consensed financial statements.



                                       4
<PAGE>



Part I - Financial Information
Item 1. Financial Statements

                           ENERGY RESEARCH CORPORATION
                    NOTES TO UNAUDITED CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS

NOTE 1: BASIS OF PRESENTATION

The accompanying consolidated condensed financial statements for Energy Research
Corporation (the ARegistrant"),  have been prepared in accordance with generally
accepted  accounting  principles for interim financial  information and with the
instructions  to Form 10-Q and Rule 10-01 of  Regulation  S-X. In the opinion of
management,  all adjustments  (consisting only of normal recurring  adjustments)
necessary to present fairly the financial  position of the Company as of January
31, 1999 and the results of  operations  for the three months ended  January 31,
1999 and 1998 and cash flows for such three month periods have been included.

As  described  in the  Company's  Form 8-K filed  March 9, 1999,  the Company on
February 22, 1999, effected a spin-off to its stockholders of 100% of the shares
of Evercel, Inc.  ("Evercel"),  a newly formed,  wholly-owned  subsidiary of the
Company. The Company transferred to Evercel the principal assets and liabilities
related to the Battery Group. Following the transfer, the Company distributed to
its  stockholders in a tax-free  distribution  one share of Evercel Common Stock
for every three shares of Common Stock of the Company held.

Information  included in the Consolidated  Condensed Balance Sheet as of October
31, 1998 has been  derived  from audited  financial  statements  included in the
Company's  Annual Report on Form 10-K for the year ended  October 31, 1998,  but
does not  include all  disclosures  required by  generally  accepted  accounting
principles.

The results of  operations  for the three months ended January 31, 1999 and 1998
are not necessarily indicative of the results to be expected for the full year.

The  reader  should  supplement  the  information  in this  document  with prior
disclosures in the form of previous 10-Q's and the 1998 10-K.


NOTE 2: LICENSE AGREEMENTS AND SIGNIFICANT CONTRACTS

The Company  recognizes  income from  licensees in each  reporting  period.  The
Company is not obligated to return any of the license income payments. A royalty
is payable to the Company on commercial  product sales.  To date the Company has
not  received  any  royalty  payments.  The  Company is  obligated  to share new
technological developments with the licensee concerning the licensed technology.
Under the licenses the Company is not obligated to continue  development  of the
technology.



                                       5
<PAGE>



In December 1994, the Company entered into a Cooperative Agreement with the U.S.
Department of Energy (DOE)  pursuant to which the DOE agreed to provide  funding
to the Company over the next five years to support the continued development and
improvement of the Company's  commercial  product.  The current aggregate dollar
amount of that contract is  $144,000,000  with the DOE providing  $86,000,000 in
funding.  The balance of the funding is expected to be provided by the  Company,
the Company's  partners or  licensees,  other  private  agencies and  utilities.
Approximately  90% of the non-DOE  portion has been committed or credited to the
project  in the form of in-kind or direct  cost share from  non-U.S.  government
sources.  Failure of the Company to obtain the required final 10% of the funding
from non-U.S.  government  sources on a timely  basis,  could result in delay or
reduction of DOE funding.



                                       6
<PAGE>



Part I - Financial Information
Item 1. Financial Statements


                           ENERGY RESEARCH CORPORATION
                    NOTES TO UNAUDITED CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                                    CONTINUED


NOTE 3: EARNINGS PER SHARE


                                          For the Quarter Ended January 31, 1999
                                          --------------------------------------
                                             Income       Shares       Per-Share
                                          (Numerator)  (Denominator)    (Amount)
                                          -----------  -------------    --------

Basic EPS
  Income available to
    common shareholders                   $(348,000)      4,164,992      $(.08)

Effect of Dilutive Securities
  Stock based compensation                                       --
  Preferred "C" convertible                                      --
                                                          ---------

 Diluted EPS
  Income available to
    common shareholders                   $(348,000)      4,164,992      $(.08)
                                          =========       =========      =====



                                          For the Quarter Ended January 31, 1999
                                          --------------------------------------
                                             Income       Shares       Per-Share
                                          (Numerator)  (Denominator)    (Amount)
                                          -----------  -------------    --------

Basic EPS
  Income available to
    common shareholders                   $ 107,000       4,008,849       $.03

Effect of Dilutive Securities
  Stock based compensation                                  144,395
  Preferred "C" convertible                                  30,000
                                                          ---------

Diluted EPS
  Income available to
    common shareholders                   $ 107,000       4,134,999       $.03
                                          =========       =========       ====



The  computation  of diluted loss per share for the first quarter of fiscal 1999
follows the basic calculation since common stock equivalents were  antidilutive.
The weighted average number of options outstanding for the period ending January
31, 1999 is 446,720.



                                       7
<PAGE>





Part I - Financial Information

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Results of Operations
Comparison Three Months Ended January 31, 1999 and January 31, 1998


Revenue  increased  61% to  $6,284,000  in the first quarter of fiscal 1999 from
$3,907,000 for the same period last fiscal year.  The expected  increase was due
primarily to revenue  recognized in the quarter  related to the DOE contract and
the recognition of $1,100,000 in revenue on the completion of a contract for the
development  and manufacture of fuel cell stack  components.  Revenue in each of
the remaining 1999 quarters is expected to be less than the current quarter.

Cost of revenues increased 77% to $4,335,000 in the first quarter of fiscal 1999
from $2,447,000 in the same period last fiscal year. The increase was due to the
increased  revenues  mentioned  above,  costs  related  to  the  development  of
manufacturing   processes  associated  with  fuel  cell  stack  development  and
operating costs of the battery group.

Administrative  and selling  expense  increased  128% to $1,361,000 in the first
quarter of fiscal 1999 period from $596,000 in the same period last fiscal year.
The Company's  1999  provisional  overhead rates were approved by the government
which  allowed the Company to bill and recognize  revenue on allowable  costs in
the  quarter.  During  the first  quarter  of 1998,  $916,000  of  unbilled  but
recoverable  administrative  and selling expenses were classified as an unbilled
receivable  which was  recognized  as  revenue  and  expense  later in the year.
Additionally,   the  Company  realized  increased  legal  and  professional  and
administrative  costs  associated  with the  spin-off and  commercialization  of
Evercel, Inc.

Research and development  expense increased 92% to $823,000 in the first quarter
of fiscal 1999 from  $429,000 in the same  period  last  fiscal  year.  This was
primarily a result of increased costs as compared to the same period last fiscal
year related to the commercialization of the battery technology.

Income from  operations  resulted in a loss of $585,000 in the first  quarter of
fiscal 1999  compared to a loss of $51,000 in the same period last fiscal  year.
The loss was primarily due to ERC absorbing the  commercialization and operating
cost of the  battery  group  for  the  entire  quarter  and to the  added  costs
associated with the development of manufacturing processes for fuel cell stack.

License fee income,  net,  resulted in a loss of $16,000 in the first quarter of
fiscal 1999  compared to $211,000 of income in the same period last fiscal year.
The loss resulted from the  termination  of the Company's  battery  license with
Corning in May 1998 and costs associated with battery  acceptance  testing under
the Nan Ya License Agreement.



                                       8
<PAGE>



Interest  expense  decreased  38% to $53,000 in the first quarter of fiscal 1999
from  $83,000 in the same  period last year.  The  decrease  resulted  from debt
repayment in 1998,  partially offset by incurring short term debt in the quarter
to finance the battery group commercialization effort.

Interest and other income, net, increased 27% to $65,000 in the first quarter of
fiscal 1999 from $51,000 in the same period last year.  Increased cash available
for investing resulted in the increase.

Liquidity and Capital Resources

The Company has funded its  operations  primarily  through cash  generated  from
operations   including   government   contracts  and   cooperative   agreements,
borrowings, and sales of equity. In 1998, the Company also received license fees
of $1,500,000 from the  Xiamen-Three  Circles Co.  (formerly  Xiamen  Daily-Used
Chemicals Co.,) and Nan Ya Plastics Corp.  License Agreement and $3,000,000 from
the Xiamen-Three  Circles Co. (formerly Xiamen Daily-Used Chemicals Co.) License
Agreement.  The  $3,000,000  was  subsequently  invested in the Joint Venture to
obtain a 50.5% ownership position therein.

At January 31, 1999,  the Company had working  capital of  $9,815,000  including
$10,337,000  of cash  and cash  equivalents,  compared  to  working  capital  of
$10,234,000  including  $10,304,000 of cash and cash  equivalents at October 31,
1998.

During the period,  the Company used  $219,000 of cash in operating  activities.
During  that  period,  accounts  receivable  increased  $1,404,000  due  to  the
increased  revenues in the quarter.  The $1,103,000  increase in liabilities are
attributable to employees  benefits,  legal and  professional  fees and customer
advances.

The Company's  capital  expenditures  are incurred  primarily to support ongoing
contracts to replace  existing  equipment  and outfit the Evercel  manufacturing
facility. Capital expenditures for the 1998 period were $412,000.

On  December  22,  1998,  Evercel  entered  into a  commitment  to  borrow up to
$1,000,000 for the purpose of acquiring  machinery and equipment.  As of January
31, 1999,  Evercel had borrowed $821,000 against this commitment.  The notes are
due on June 30, 1999. ERC has unconditionally  guaranteed the commitment and has
pledged $1,000,000 of cash. The Note is payable from the proceeds of the planned
Evercel Rights Offering.

On February 5, 1999,  Evercel,  Inc.  entered into a Loan  agreement and Line of
Credit Note (Line of Credit) to borrow up to  $3,450,000  (including  borrowings
noted above) from ERC for working capital and capital expenditures purposes. Any
outstanding  borrowings  will be secured by all of the  Company's  tangible  and
intangible  personal  property and bear interest at the London Interbank Offered
Rate (LIBOR) plus 1 1/2%, payable


                                       9
<PAGE>


monthly  in  arrears.  The  $3,450,000  Line of Credit  represents  the  maximum
borrowing  limit  and is  being  reduced  by the  sum of the  following:  a) any
outstanding  advances  under the First Union Line of credit;  b) any amounts ERC
has paid on account  of the Lease  Guaranty;  c) the net  proceeds  received  on
account  of any  sale or  issuance  of any  equity  securities  by the  Company,
including the Rights  Offering;  and d) the amount of any loans  (excluding  the
First  Union  Line of Credit)  obtained  by the  company  after the date of this
agreement,  including the present value of the Company's lease obligations.  The
Line of Credit terminates on August 5, 2000 or the date on which the company has
received net proceeds  from items c) and d) above equal to at least  $3,450,000,
whichever is earlier.

As  described  in the  Company's  Form 8-K filed  March 9, 1999,  the Company on
February 22, 1999, effected a spin-off to its stockholders of 100% of the shares
of Evercel, Inc.  ("Evercel"),  a newly formed,  wholly-owned  subsidiary of the
Company. The Company transferred to Evercel the principal assets and liabilities
related to the Battery Group. Following the transfer, the Company distributed to
its  stockholders in a tax-free  distribution  one share of Evercel Common Stock
for every three shares of Common Stock of the Company held.

During the 1996 period,  the Company  entered  lending  arrangements  with First
Union National Bank, a subsidiary of First Union Corporation,  which provide for
a $2,250,000  five-year term loan  facility,  which bears interest at a floating
rate equal to 1.75 percent above London Interbank  Offered Rates (LIBOR),  and a
$600,000 term loan facility to the Company's fuel cell manufacturing subsidiary,
which bears  interest at a floating rate equal to 1.75 percent above LIBOR.  The
term loan facility was fully repaid in 1998.

In December 1994, the Company entered into a Cooperative Agreement with the U.S.
department of Energy (DOE)  pursuant to which the DOE agreed to provide  funding
to the Company over the next five years to support the continued development and
improvement of the company's  commercial  product.  The current aggregate dollar
amount of that contract is  $144,000,000  with the DOE providing  $86,000,000 in
funding.  The balance of the funding is expected to be provided by the  Company,
the Company's  partners or  licensees,  other  private  agencies and  utilities.
Approximately  90% of the non-DOE  portion has been committed or credited to the
project  in the form of in-kind or direct  cost share from  non-U.S.  government
sources. Approximately 90% of the non-DOE portion has been committed or credited
to the  project  in the form of  in-kind  or direct  cost  share  from  non-U.S.
government  sources.  Failure of the Company to obtain the required final 10% of
the funding from non-U.S.  government sources on a timely basis, could result in
delay or reduction of DOE funding.

The Company will need to raise  additional  funds to expand its Direct Fuel Cell
manufacturing  facility  to 50MW per year.  Approximately  $16  million has been
estimated  for this step.  The company  cannot  assure that this funding will be
available on favorable  terms, if at all, or that such funding if obtained would
enable the Company to achieve the desired  output  level.  In the  interim,  the
company is using existing funds to expand production capacity incrementally.


                                       10
<PAGE>


The Company  anticipates  that its  existing  capital  resources  together  with
anticipated  revenues  will  be  adequate  to  satisfy  its  existing  financial
requirements  and  agreements  through  1999.  However,  the Company may require
additional  capital  beginning  in 1999  if the  aforementioned  plan to  expand
manufacturing capability in its Torrington, CT facility is implemented.

Year 2000 Readiness Disclosure

The  Company is  evaluating  the Y2K issue with  respect  to its  financial  and
management information systems, its products and its suppliers. At this point in
its assessment,  the Company is not currently aware of any Y2K problems that are
reasonably likely to have a material effect on the Company's  business,  results
of operations or financial condition,  without taking into account the Company's
efforts to avoid such problems.

The  Company  believes  that its  accounting  and  information  systems  will be
compliant as a result of installing new software.  The Company  anticipates that
it will be able to complete,  test and  implement  all upgrades of this software
that may be material to its business on a timely basis.  The  implementation  of
this software is part of an on-going project to upgrade the information  systems
at ERC.  If this  software is not  implemented  on a timely  basis,  the cost to
upgrade  the  existing  software  would  be  $18,000.   There  is  a  risk  that
notwithstanding  its internal review, if the Company has not properly identified
all year 2000  compliance  issues with respect to its management and information
systems, the Company may not be able to implement all necessary changes to these
systems on a timely basis and within  budget.  Such a failure  could result in a
material  disruption  to the  Company's  business,  which  could have a material
adverse effect on its business, results of operations and financial condition.

The  Company  is also  exposed  to the risk  that it could  experience  material
payment or sales delays from its major customers, including the U.S. Government,
due to year 2000  issues  relating  either to their  management  information  or
production  systems.  The  Company has  inquired  of these  third  parties in an
attempt to ascertain  their year 2000  readiness.  At this time,  the Company is
unable  to  estimate  the  nature  or extent  of any  potential  adverse  impact
resulting  from  the  failure  of  third  parties,  such  as its  suppliers  and
customers,  to achieve year 2000 compliance.  Moreover, such third parties, even
if year 2000 compliant,  could experience  difficulties resulting from year 2000
issues that may affect their suppliers,  service  providers and customers.  As a
result,  although  the  Company  does  not  currently  anticipate  that  it will
experience any material  shipment  delays from their major product  suppliers or
any material  payment or sales delays from its major  customers due to year 2000
issues,  these third parties could experience year 2000 problems that could have
a material adverse effect on the Company's  business,  results of operations and
financial condition.

Apart from its  activities  described  herein,  the  Company  plans to develop a
contingency plan to address Y2K issues. As the Company is primarily  involved in
the research and development of fuel cell technology, it is not



                                       11
<PAGE>


subject to major supply issues at this time. The Company believes that alternate
sources of material are available to supply Company requirements and the Company
will  prepare its plans to identify  these.  To the extent that the Company does
not identify any material  non-compliant  year 2000 issues affecting the Company
or  third  parties,  such as the  Company's  suppliers,  service  providers  and
customers,  the most  reasonably  likely  worst  case  year 2000  scenario  is a
systemic  failure  beyond  the  control  of the  Company,  such  as a  prolonged
telecommunications  or  electrical  failure,  or a general  disruption in United
States or global business activities that could result in a significant economic
downturn.  The Company  believes that the primary  business risk will be limited
to, loss of customers or orders,  increased operating costs, inability to obtain
materials  on a timely  basis  or other  business  interruptions  of a  material
nature,  as well as claims  of  mismanagement,  misrepresentation,  or breach of
contract,  any of which could have a material  adverse  effect on the  Company's
business, results of operations and financial condition.


Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Exposure

The  Company's  exposure to market risk for  changes in interest  rates  relates
primarily to the Company's  investment portfolio and long term debt obligations.
The investment  portfolio includes short term United States Treasury instruments
with  maturities of three months or less.  Cash is invested  overnight with high
credit quality  financial  institutions.  The Company's  notes payable expire in
2000 and 2001. Based on the Company's  overall interest  exposure  including all
interest  rate  sensitive  instruments,  a  near-term  change in  interest  rate
movements would not materially affect the consolidated  results of operations or
financial position of the Company.

Currency Rate Exposure

The Company's  functional currency is the U.S. dollar.  During 1998, the Company
invested  $3,000,000 in a joint  venture.  This  investment  is currently  being
maintained in U.S. dollars.  Since the cash deposit with the joint venture is in
U.S.  dollars,  the Company's foreign currency risk is limited to the investment
in the joint venture.  To the extent that the Company expands its  international
operations,   the  Company  will  be  exposed  to  increased  risk  of  currency
fluctuation.




                                       12
<PAGE>




Part II - Other Information


Item 6 - Exhibits and Reports on Form 8



                                  EXHIBIT INDEX

(a)  EXHIBIT DESCRIPTION                                                PAGE NO.
                                                                       
EXHIBIT NO.
                                                                       
                                                                       
27   Financial Data Schedule                                               15
                                                        


(b)  Reports On Form 8-K

     The  Registrant  filed a Form 8-K March 9, 1999 to report  that on February
     22, 1999 the Registrant  effected a special  tax-free  distribution  to its
     stockholders of one share of Common Stock, $.01 par value, of Evercel, Inc.
     for every three shares of Common Stock, $.0001 par value, of the Registrant
     held of record as of the close of business on February 19,  1999;  Evercel,
     Inc. was formerly a wholly-owned  subsidiary of the Registrant to which the
     Registrant  had  transferred,  effective  February 16, 1999,  the principal
     assets and liabilities related to the Registrant's battery business group.





                                       13
<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.





                                        ENERGY RESEARCH CORPORATION


                                        /s/ Joseph G. Mahler
                                        ---------------------------------------
                                        Joseph G. Mahler
                                        Senior Vice President, CFO
                                        Treasurer/Corporate Secretary


Dated: March 17, 1999


                                       14

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<ARTICLE>                     5
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              OCT-31-1999
<PERIOD-START>                                  NOV-1-1998
<PERIOD-END>                                   JAN-31-1999
<CASH>                                              10,337
<SECURITIES>                                             0
<RECEIVABLES>                                        5,217
<ALLOWANCES>                                             0
<INVENTORY>                                            266
<CURRENT-ASSETS>                                    17,630
<PP&E>                                              23,913
<DEPRECIATION>                                      15,485
<TOTAL-ASSETS>                                      28,609
<CURRENT-LIABILITIES>                                7,815
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                            15,012
<OTHER-SE>                                             600
<TOTAL-LIABILITY-AND-EQUITY>                        28,609
<SALES>                                              6,284
<TOTAL-REVENUES>                                     6,284
<CGS>                                                4,355
<TOTAL-COSTS>                                        6,869
<OTHER-EXPENSES>                                         0
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                      53
<INCOME-PRETAX>                                       (589)
<INCOME-TAX>                                          (241)
<INCOME-CONTINUING>                                   (348)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                          (348)
<EPS-PRIMARY>                                        (0.08)
<EPS-DILUTED>                                        (0.08)
                                               


</TABLE>


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