<PAGE> 1
EXHIBIT 13
FORWARD - LOOKING STATEMENTS AND IMPORTANT
FACTORS AFFECTING FUTURE RESULTS
Our disclosure and analysis in this report contains some
forward-looking statements. Forward-looking statements give our current
expectations or forecasts of future events. They use words such as "anticipate",
"believe", "expect", "estimate", "project", "intend", "plan", and other words
and terms of similar meaning in connection with any discussion of future
operating or financial performance. In particular, these include statements
relating to future actions, prospective products or product approvals, future
performance or results of current and anticipated products, sales efforts,
expenses, the outcome of contingencies such as legal proceedings, and financial
results. From time to time, we also may provide oral or written forward-looking
statements in other materials we release to the public.
Any or all of our forward-looking statements in this report and in any
other public statements we make may turn out to be wrong. They can be affected
by inaccurate assumptions we might make or by known or unknown risks or
uncertainties. Many factors mentioned in the following discussion - for example,
product development, competition, and the availability of funding - are
important in determining future results. Consequently, no forward-looking
statement can be guaranteed. Actual future results may vary materially.
We undertake no obligation to publicly update any forward-looking
statements, whether as the result of new information, future events, or
otherwise. You are advised, however, to consult any further disclosures we make
on related subjects in our 10-QSB, 8-K, and 10-KSB reports to the SEC. Also note
that we provide the following cautionary discussion of risks, uncertainties, and
possibly inaccurate assumptions relevant to our business. These are factors that
we think could cause our actual results to differ materially from expected and
historical results. Other factors besides those listed here could also adversely
affect us. This discussion is provided as permitted by the Private Securities
Litigation Reform Act of 1995.
OUR CFE PRODUCT DEVELOPMENT IS IN ITS EARLY STAGES AND THE OUTCOME IS UNCERTAIN
Our Carbon Field Emission ("CFE") technology, and products that use
this technology, will require significant additional development, engineering,
testing and investment prior to commercialization. We have two leading potential
CFE products. The first is a Picture Element Tube, or PET, intended for use
initially in large indoor displays. If the PET is successful, we expect to
enhance it to allow it to be used in outdoor displays. The PET or displays may
not be successfully developed. We are also working on a product called the
HyFED, which combines what we believe to be the best properties of a cathode ray
tube ("CRT") and field emission display ("FED"). It is our intention to license
this technology to be used in the production of flat-screen TV applications that
are cost competitive with CRTs. If either of these products are developed, it
may not be possible for potential licensees to produce these products in
significant quantities at a price that is competitive with other similar
products.
WE HAVE NO CURRENT ROYALTY AGREEMENTS
Our future strategy is dependent on licensing our technology to other
companies and obtaining royalties based on products that these licensees develop
and sell. We have no plans to manufacture and sell any CFE products ourselves,
and as such, we have no CFE product revenues. We signed a license agreement in
1999, for a payment of approximately $5.6 million. We have no other license
agreements at the present time that will provide any future revenues. It is our
intention that all future license agreements will include a provision that
requires the payment of ongoing royalties.
3
<PAGE> 2
OUR SUCCESS IS DEPENDENT ON OUR PRINCIPAL PRODUCTS AND TECHNOLOGY
Our CFE technology is an emerging technology. Our financial condition
and prospects are dependent upon our licensing the technology to others and upon
market acceptance of our Electronic Billboard and other electronic display
products. Additional R&D needs to be conducted on the CFE technology before
others can produce products using this technology. Market acceptance of our
products and products using our technology will be dependent upon the perception
within the electronics and instrumentation industries of the quality,
reliability, performance, efficiency, breadth of application and
cost-effectiveness of the products. There can be no assurance that we will be
able to gain commercial market acceptance for our products or develop other
products for commercial use.
WE HAVE A HISTORY OF OPERATING LOSSES
We have a history of operating losses. Our first profitable year was
1999, based on the strength of a license agreement of approximately $5.6 million
signed in March 1999. We have incurred operating losses as shown below:
<TABLE>
<CAPTION>
Net Income
Year Ended December 31 (Loss)
---------------------- ------
<S> <C>
1992 $(1,630,978)
1993 $(7,527,677)
1994 $(7,255,420)
1995 $(14,389,856)
1996 $(13,709,006)
1997 $(6,320,901)
1998 $(3,557,548)
1999 $1,118,134
</TABLE>
Although we expect to be profitable in the future, we may not be. Our
profitability in 2000 is dependent on the signing of additional license
agreements. We may, however, continue to incur additional operating losses for
an extended period of time as we continue to develop products. We do, however,
expect the magnitude of those losses, if they continue, to decrease. Wallace
Sanders & Company, independent auditors of the Company, have expressed
uncertainty as to our ability to continue as a going concern based on our
accumulated losses from operations in prior years. See "Independent Auditors'
Report." We have funded our operations to date primarily through the proceeds
from the sale of our equity securities. In order to continue our transition from
a contract research and development organization to an organization with ongoing
operations, we anticipate that substantial product development expenditures will
continue to be incurred.
WE ARE EXPOSED TO LITIGATION LIABILITY
We were sued in 1996 by a former customer of Plasmatron for damages
that the former customer claimed that it incurred as a result of the alleged
failure of the machine provided by Plasmatron to perform as intended. That suit
was settled in January 2000. The majority of that settlement was paid by a
bonding company that had provided a bond on the original contract. Other
guarantors on the original bond that may now be subject to liability as a result
of the bonding company's payment have sued us for indemnification. We consider
these claims to be without merit and expect to have no liability in these suits;
however, they are still pending.
Various trade creditors have also filed suit to collect unpaid trade
amounts due. We expect these items to be resolved with no material impact on our
financial statements. If we were to become subject to a judgment that exceeds
our ability to pay, that judgment would have a material impact on our financial
condition and could affect our ability to continue in existence.
4
<PAGE> 3
WE HAVE FUTURE CAPITAL NEEDS AND THE SOURCE OF THAT FUNDING IS UNCERTAIN
We expect to continue to incur substantial expenses for R&D, product
testing, production, manufacturing, product marketing, and administrative
overhead. The majority of R&D expenditures are for the development of our CFE
technology and our electronic billboard product. Our business model is based on
our installing electronic billboards at customer sites at our cost and then
deriving advertising revenues from the signs. This will require a significant
capital investment on our part. Our electronic billboard product is available
now and we are in the process of installing our first units. Some of our other
proposed products may not be available for commercial sale or routine use for a
period of up to two years. Commercialization of our existing and proposed
products will require additional capital in excess of our current capital. A
shortage of capital may prevent us from achieving profitability for an extended
period of time. Because the timing and receipt of revenues from the sale of
products will be tied to the achievement of certain product development,
testing, manufacturing and marketing objectives, which cannot be predicted with
certainty, there may be substantial fluctuations in our results of operations.
If revenues do not increase as rapidly as anticipated, or if product development
and testing and marketing require more funding than anticipated, we may be
required to curtail our expansion and/or seek additional financing from other
sources. We may seek additional financing through the offer of debt or equity or
any combination of the two at any time.
We have developed a plan to allow us to maintain operations until we
are able to sustain ourselves on our own revenue. However, we only have the
existing resources, including commitments, to allow us to survive for a period
of approximately six months from the date of this report at our current spending
levels. We have been operating in this manner for an extended period of time and
we believe that we have the ability to continue to raise short term funding, if
necessary, to enable us to continue operations until our plan can be completed.
Our plan is primarily dependent on raising funds through the licensing of our
technology, revenue generated from the installation of our electronic billboard
product, and through debt and equity offerings.
Our plan is based on current development plans, current operating
plans, the current regulatory environment, historical experience in the
development of electronic products and general economic conditions. Changes
could occur which would cause certain assumptions on which this plan is based to
be no longer valid. Our plan is primarily dependent on increasing revenues,
licensing our technology, and raising additional funds through additional debt
and equity offerings. If adequate funds are not available from operations or
additional sources of financing, we may have to eliminate, or reduce
substantially, expenditures for research and development, testing and production
of our products. We may have to obtain funds through arrangements with other
entities that may require us to relinquish rights to certain of our technologies
or products. These actions could materially and adversely affect us.
RAPID TECHNOLOGICAL CHANGE COULD RENDER OUR PRODUCTS OBSOLETE AND WE MAY NOT
REMAIN COMPETITIVE
The display industry is highly competitive and is characterized by
rapid technological change. Our existing and proposed products will compete with
other existing products and may compete against other developing technologies.
Development by others of new or improved products, processes or technologies may
reduce the size of potential markets for our products. There is no assurance
that other products, processes or technologies will not render our proposed
products obsolete or less competitive. Many of our competitors have greater
financial, managerial, distribution, and technical resources than we do. We will
be required to devote substantial financial resources and effort to further R&D.
There can be no assurance that we will successfully differentiate our products
from our competitors' products, or that we will adapt to evolving markets and
technologies, develop new products, or achieve and maintain technological
advantages.
5
<PAGE> 4
WE HAVE TECHNOLOGIES SUBJECT TO LICENSES
As a licensee of certain research technologies through license and
assignment agreements with Microelectronics and Computer Technology Corporation,
we have acquired rights to develop and commercialize certain research
technologies. In certain cases, we are required to pay royalties on the sale of
products developed from the licensed technologies and fees on revenues from
sublicensees. We also have to pay for the costs of filing and prosecuting patent
applications. The agreement is subject to termination by either party, upon
notice, in the event of certain defaults by the other party. We expect any
royalty payments to be insignificant.
OUR PRODUCTS MAY NOT BE ACCEPTED BY THE MARKET
Since our inception, we have focused our product development and R&D
efforts on technologies that we believe will be a significant advancement over
currently available technologies. With any new technology, there is a risk that
the market may not appreciate the benefits or recognize the potential
applications of the technology. Market acceptance of our products and products
using our technology will depend, in part, on our ability to convince potential
customers of the advantages of such products as compared to competitive
products. It will also depend upon our ability to train manufacturers and others
to use our products.
WE HAVE LIMITED MANUFACTURING CAPACITY AND EXPERIENCE
We have no established commercial manufacturing facilities in the area
of CFE technology in which we are conducting our principal research. At the
present time, we have no intention of establishing a manufacturing facility
related to our CFE technology. We are focusing our efforts on licensing our
technology to others for use in their manufacturing processes. The management
team has commercial manufacturing and marketing experience in other industries
and with other products in the display industry; however, we have no experience
in manufacturing our proposed CFE products.
In August 1999, we acquired the assets of Sign Builders of America,
Inc. ("SBOA"). SBOA is a manufacturer of high quality signage and provided
significant assistance in the development of our electronic billboard product.
To the extent that any of our other products require manufacturing facilities,
we intend to contract with a qualified manufacturer.
WE ARE DEPENDENT ON THE AVAILABILITY OF MATERIALS AND SUPPLIERS
The materials used in producing our current and future products are
purchased from outside vendors. In certain circumstances, we may be required to
bear the risk of material price fluctuations. We anticipate that the majority of
raw materials used in products to be developed by us will be readily available.
However, there is no assurance that the current availability of these materials
will continue in the future, or if available, will be procurable at favorable
prices.
6
<PAGE> 5
WE MAY BE UNABLE TO ENFORCE OR DEFEND OUR OWNERSHIP AND USE OF PROPRIETARY
TECHNOLOGY
Our ability to compete effectively with other companies will depend on
our ability to maintain the proprietary nature of our technology. Although we
have been awarded patents, have filed applications for patents, or have licensed
technology under patents that we do not own, the degree of protection offered by
these patents or the likelihood that pending patents will be issued is
uncertain. Competitors in both the United States and foreign countries, many of
which have substantially greater resources and have made substantial investment
in competing technologies, may already have, or may apply for and obtain patents
that will prevent, limit or interfere with our ability to make and sell our
products. Competitors may also intentionally infringe on our patents. The
defense and prosecution of patent suits is both costly and time-consuming, even
if the outcome is favorable to us. In foreign countries, the expenses associated
with such proceedings can be prohibitive. In addition, there is an inherent
unpredictability in obtaining and enforcing patents in foreign countries. An
adverse outcome in the defense of a patent suit could subject us to significant
liabilities to third parties. Although third parties have not asserted
infringement claims against us, there is no assurance that third parties will
not assert such claims in the future.
We also rely on unpatented proprietary technology, and there is no
assurance that others will not independently develop the same or similar
technology, or otherwise obtain access to our proprietary technology. To protect
our rights in these areas, we require employees, consultants, advisors and
collaborators to enter into confidentiality agreements. These agreements may not
provide meaningful protection for our trade secrets, know-how, or other
proprietary information in the event of any unauthorized use, misappropriation
or disclosure of such trade secrets, know-how, or other proprietary information.
While we have attempted to protect proprietary technology that we develop or
acquire and will continue to attempt to protect future proprietary technology
through patents, copyrights and trade secrets, we believe that our success will
depend upon further innovation and technological expertise.
WE MAY NOT BE ABLE TO PROVIDE SYSTEM INTEGRATION
In order to prove that our technologies work and will produce a
complete product, we must ordinarily integrate a number of highly technical and
complicated subsystems into a fully-integrated prototype. There is no assurance
that we will be able to successfully complete the development work on some of
our proposed products or ultimately develop any market for those products.
THE LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS
Our future success will depend on our ability to attract and retain
highly qualified scientific, technical and managerial personnel. Competition for
such personnel is intense. We may not be able to attract and retain all
personnel necessary for the development of our business. In addition, much of
the know-how and processes developed by us reside in our key scientific and
technical personnel. The loss of the services of key scientific, technical and
managerial personnel could have a material adverse effect on us.
7
<PAGE> 6
OUR REVENUES HAVE BEEN DEPENDENT ON GOVERNMENT CONTRACTS IN THE PAST
In previous years, a significant part of our revenues were derived from
contracts with agencies of the United States government. Following is a summary
of those revenues in recent years:
<TABLE>
<CAPTION>
Revenues from Percentage of
Year Ended December 31 Gov. Contracts Total Revenue
---------------------- --------------- -------------
<S> <C> <C>
1992 $930,000 99%
1993 $1,147,000 89%
1994 $820,000 41%
1995 $1,009,000 33%
1996 $2,869,000 50%
1997 $854,000 24%
1998 $0 0%
1999 $0 0%
</TABLE>
We currently have no significant commitment for any future government
funding and do not intend to seek any government funding unless it directly
relates to achievement of our strategic objectives.
Contracts involving the United States government are, or may be,
subject to various risks including, but not limited to, the following:
- Unilateral termination for the convenience of the government
- Reduction or modification in the event of changes in the government's
requirements or budgetary constraints
- Increased or unexpected costs causing losses or reduced profits under
fixed-price contracts or unallowable costs under cost reimbursement
contracts
- Potential disclosure of our confidential information to third parties
- The failure or inability of the prime contractor to perform its prime
contract in circumstances where we are a subcontractor
- The failure of the government to exercise options provided for in the
contracts
- The right of the government to obtain a non-exclusive, royalty free,
irrevocable world-wide license to technology developed under contracts
funded by the government if we fail to continue to develop the
technology
8
