<PAGE>
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
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to ________________.
Commission File Number: 0 - 21810
----------
AMERIGON INCORPORATED
---------------------
(Exact name of registrant as specified in its charter)
California 95-4318554
- ------------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5462 Irwindale Avenue, Irwindale, California 91706
- -------------------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (626) 815-7400
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that 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
-- --
At October 14, 1997 the registrant had 12,550,445 shares of Class A Common
Stock, no par value; no shares of Class B Common Stock, no par value; and no
shares Preferred Stock, no par value, issued and outstanding.
(1)
<PAGE>
AMERIGON INCORPORATED
TABLE OF CONTENTS
Part I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
Condensed Balance Sheet 3
Condensed Statement of Operations 4
Condensed Statement of Shareholders' Equity 5
Condensed Statement of Cash Flows 6
Notes to Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Part II OTHER INFORMATION 13
Item 6. Exhibits and Reports on Form 8-K
Signature 14
(2)
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
AMERIGON INCORPORATED
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
December 31, September 30,
1996 1997
------------ -------------
ASSETS (unaudited)
<S> <C> <C>
Current Assets:
Cash & cash equivalents $203 $8,865
Short term investments - 1,321
Accounts receivable less allowance of $80 1,188 560
Unbilled revenue 1,157 12
Inventory, primarily raw materials 20 -
Prepaid expenses and other assets 744 1,252
------------ -------------
Total current assets 3,312 12,010
Property and equipment, net 610 557
------------ -------------
Total Assets $3,922 $12,567
------------ -------------
------------ -------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilites:
Accounts payable $1,567 $274
Deferred revenue 154 209
Accrued liabilities 519 844
Note payable to shareholder 200 -
Bridge Notes and debentures payable 3,000 -
Bank loan payable 1,187 -
------------ -------------
Total current liabilities 6,627 1,327
Long term portion of capital lease 43 30
------------ -------------
Shareholders' Equity:
Preferred stock, no par value; 5,000 shares
authorized, none issued and outstanding
Common Stock;
Class A - no par value; 40,000 shares authorized,
9,550 and 4,069 issued and outstanding at
September 30, 1997 and December 31, 1996, respectively
(An additional 3,000 shares held in escrow) 17,321 28,149
Class B - no par value; 3,000 shares authorized,
none issued and outstanding
Class A Warrants - 6,767
Contributed capital 3,115 3,115
Deficit accumulated during development stage (23,184) (26,821)
------------ -------------
Total shareholders' equity (deficit) (2,748) 11,210
------------ -------------
Total Liabilities and Shareholders' Equity $3,922 $12,567
------------ -------------
------------ -------------
</TABLE>
See accompanying notes to the condensed financial statements
(3)
<PAGE>
AMERIGON INCORPORATED
(A DEVELOPMENT STAGE ENTERPRISES)
CONDENSED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
From
April 23,1991
Three Months Nine Months (inception)
Ended September 30, Ended September 30, to September 30,
1996 1997 1996 1997 1997
-------- -------- -------- -------- ------------------
<S> <C> <C> <C> <C> <C>
Revenues:
Development contracts and
related grants $1,768 $399 $6,382 $1,134 $17,063
Grants 119 - 119 12 6,168
-------- -------- -------- -------- -----------
Total Revenue 1,887 399 6,501 1,146 23,231
-------- -------- -------- -------- -----------
-------- -------- -------- -------- -----------
Costs And Expenses:
Direct development contract and
related grant costs 1,567 536 9,142 2,424 20,742
Direct grant costs 101 - 101 28 4,760
Research and development 545 591 1,544 1,303 10,090
Selling, general and administrative,
including reimbursable expenses 657 1,091 1,838 3,280 17,067
-------- -------- -------- -------- -----------
Total Costs and Expenses 2,870 2,218 12,625 7,035 52,659
-------- -------- -------- -------- -----------
Operating Loss (983) (1,819) (6,124) (5,889) (29,428)
Interest income 1 131 42 346 912
Interest expense (84) - (163) (117) (328)
Gain on disposal of assets - 2,363 - 2,363 2,363
-------- -------- -------- -------- -----------
Income (loss) before extraordinary item ($1,066) $675 ($6,245) ($3,297) ($26,481)
Extraordinary loss from extinguishment
of indebtedness - - - (340) (340)
-------- -------- -------- -------- -----------
Net income (loss) ($1,066) $675 ($6,245) ($3,637) ($26,821)
-------- -------- -------- -------- -----------
-------- -------- -------- -------- -----------
Income (loss) per share before extraordinary item ($0.26) $0.07 ($1.54) ($0.39)
-------- -------- -------- --------
-------- -------- -------- --------
Net income (loss) per share ($0.26) $0.07 ($1.54) ($0.43)
-------- -------- -------- --------
-------- -------- -------- --------
Weighted average number of share outstanding 4,069 9,543 4,060 8,536
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
See accompanying notes to the condensed financial statements
(4)
<PAGE>
AMERIGON INCORPORATED
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Common Stock
----------------------------------------
Preferred Stock Class A Class B Class A Warrant
----------------- --------------- ----------------- ---------------
Shares Amount Shares Amount Shares Amount Amount
-------- ------- -------- ------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at April 23, 1991
(Inception) - - 1,000 $100
Contributed capital-founders' services
provided without compensation
Net loss
-------- ------- -------- ------- -------- -------- ---------------
Balance at December 31, 1991 1,000 100 - - -
Transfer of common stock to employee
by principal shareholder for services
Contributed capital-founders' services
provided without compensation
Net loss (1,459) (1,459)
-------- ------- -------- ------- -------- -------- ---------------
Balance at December 31, 1992 - - 1,000 100 - - -
Issuance of common stock
(public offering) 2,300 11,534
Options granted by principal
shareholder for services
Contribution of notes payable to
contributed capital
Net loss (3,640) (3,640)
-------- ------- -------- ------- -------- -------- ---------------
Balance at December 31, 1993 - - 3,300 11,634 - - -
Compensation recorded for variable
plan stock option
Net Loss
-------- ------- -------- ------- -------- -------- ---------------
Balance at December 31, 1994 - - 3,300 11,634 - - -
Private placement of common stock 750 5,636
Compensation recorded for variable
plan stock option
Net loss
-------- ------- -------- ------- -------- -------- ---------------
Balance at December 31, 1995 - - 4,050 17,270
Exercise of stock options 20 160
Repurchase of common stock (1) (15)
Expenses of sale of stock (94)
Net loss
-------- ------- -------- ------- -------- -------- ---------------
Balance at December 31, 1996 - - 4,069 17,321 - - -
Follow on Public Offering 5,474 10,828 6,617
Conversion of Bridge Debentures
into Class A Warrants 150
Net loss
-------- ------- -------- ------- -------- -------- ---------------
Balance at September 30, 1997 - - 9,543 $28,149 - - $6,767
<CAPTION>
Deficit
Accumulated
During the
Contributed Development
Capital Stage Total
----------- ----------- -------
<S> <C> <C> <C>
Balance at April 23, 1991 (Inception) - - $100
Contributed capital-founders' services
provided without compensation $111 111
Net loss $(616) $(616)
----------- ----------- -------
Balance at December 31, 1991 111 (616) 405
Transfer of common stock to employee
by principal shareholder for services 150 150
Contributed capital-founders' services
provided without compensation 189 189
Net loss (1,459) (1,459)
----------- ----------- -------
Balance at December 31, 1992 450 (2,075) (1,525)
Issuance of common stock
(public offering) 11,534
Options granted by principal 549 549
shareholder for services
Contribution of notes payable to 2,102 2,102
contributed capital
Net loss (3,640) (3,640)
----------- ----------- -------
Balance at December 31, 1993 3,101 (5,715) 9,020
Compensation recorded for variable
plan stock option 1 1
Net Loss (4,235) (4,235)
----------- ----------- -------
Balance at December 31, 1994 3,120 (9,950) 4,786
Private placement of common stock 1 5,637
Compensation recorded for variable
plan stock option 12 12
Net loss (3,237) (3,237)
----------- ----------- -------
Balance at December 31, 1995 3,115 (13,187) 7,198
Exercise of stock options 160
Repurchase of common stock (15)
Expenses of sale of stock (94)
Net loss (9,997) (9,997)
----------- ----------- -------
Balance at December 31, 1996 3,115 (23,184) (2,748)
Follow on Public Offering - 17,445
Conversion of Bridge Debentures
into Class A Warrants 150
Net loss (3,637) (3,637)
----------- ----------- -------
Balance at September 30, 1997 3,115 ($26,821) $11,210
</TABLE>
See accompanying notes to the condensed financial statements
(5)
<PAGE>
AMERIGON INCORPORATED
(A DEVELOPMENT STAGE ENTERPRISES)
CONDENSED STATEMENT OF CASH FLOW
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
April 23, 1991
Nine Months (inception) to
Ended September 30, September 30,
1996 1997 1997
------ ------ ------------
<S> <C> <C> <C>
Operating Activities:
Net loss ($6,245) (3,637) ($26,821)
Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation and amortization 269 293 1,205
Provision for doubtful account - - 190
Stock option compensation - - 712
Contributed capital-founders'
services without cash compensation - - 300
Change in operating assets and liabilities:
Accounts receivable (1) 628 (750)
Unbilled revenue (1,097) 1,145 (12)
Inventory 116 20 -
Deferred Contract Costs (700) - -
Prepaid expenses and other assets 501 (508) (1,252)
Accounts payable 410 (1,293) 274
Deferred revenue 47 55 209
Accrued liabilities (96) 325 844
------ ------ ------------
Net cash used in operating activities (6,796) (2,972) (25,101)
------ ------ ------------
Investing Activities:
Purchase of property and equipment (187) (240) (1,684)
Short term investments - (1,321) (1,321)
------ ------ ------------
Net cash used in investing activities (187) (1,561) (3,005)
------ ------ ------------
Financing Activities:
Proceeds (expenses) from sales of common
stock and warrants, net (94) 17,445 34,622
Proceeds from exercise of stock options 145 - 160
Repurchase of common stock - - (15)
Borrowing under line of credit 5,180 - 6,280
Repayment of line of credit (2,648) (1,187) (6,280)
Repayment of capital lease (18) (13) (48)
Proceeds from Bridge Financing - - 3,000
Repayment of Bridge Financing - (2,850) (2,850)
Proceeds of notes payable to shareholder 200 250 450
Repayment of notes payable to shareholder - (450) (450)
Notes payable to shareholders contributed to Capital - - 2,102
------ ------ ------------
Net cash provided by financing activities 2,765 13,195 36,971
------ ------ ------------
Net increase (decrease) in cash and cash equivalents (4,218) 8,662 8,865
Cash and cash equivalents at beginning of period 4,486 203 -
------ ------ ------------
Cash and cash equivalents at end of period $268 $8,865 $8,865
------ ------ ------------
------ ------ ------------
Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest - $122 $280
------ ------ ------------
------ ------ ------------
Supplemental Disclosure of Non-Cash Transaction:
Conversion of Bridge Debentures into warrants - $150 $150
------ ------ ------------
------ ------ ------------
</TABLE>
See accompanying notes to the condensed financial statements
(6)
<PAGE>
AMERIGON INCORPORATED
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - THE COMPANY:
Amerigon Incorporated (the "Company") is a development stage enterprise,
which was incorporated in California on April 23, 1991 primarily to develop,
manufacture and market proprietary, high technology automotive components and
systems for gasoline-powered and electric vehicles.
NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF CERTAIN ACCOUNTING POLICIES:
The accompanying condensed balance sheet as of September 30, 1997 and the
condensed statements of operations, shareholders' equity and cash flows for the
nine months ended September 30, 1997 and for the period from April 23, 1991
(inception) to September 30, 1997 have been prepared by the Company without
audit. In the opinion of management, all adjustments (consisting of normal
recurring adjustments) necessary for fair presentation have been included. The
results of operations for the nine month period ended September 30, 1997 are not
necessarily indicative of the operating results for the full year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These condensed financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's Form 10-K for the year ended December 31, 1996.
DEVELOPMENT CONTRACT REVENUES AND RELATED GRANTS. The Company has entered
into a number of fixed price contracts under which revenue is recognized using
the percentage of completion method, or in the case of short duration contracts,
when the prototype or services are delivered. Development contract revenues
earned are recorded on the balance sheet as Unbilled Revenue until billed. The
Company has received government grants, which parallel one of its development
contracts. These grants are included in development contract and related grant
revenues.
GRANT REVENUES. Revenue from government agency grants and other sources
pursuant to cost-sharing arrangements is recognized when reimbursable costs have
been incurred. Grant revenues earned are recorded on the balance sheet as
Unbilled Revenue until billed.
(7)
<PAGE>
NOTE 3 - NET LOSS PER SHARE:
The Company's net loss per share calculations are based upon the weighted
average number of shares of common stock outstanding. Excluded from this
calculation are the 3,000,000 Escrowed Contingent Shares. Common stock
equivalents (stock options and stock warrants) are anti-dilutive in both periods
and are excluded from the net loss per share calculation.
NOTE 4 - GAIN ON DISPOSAL OF ASSETS:
On July 24, 1997 the Company entered into a joint venture agreement with
Yazaki Corporation to develop and market the Company's Interactive Voice System
(IVS-TM-), a voice activated navigation system. Under the terms of the agreement
Yazaki Corporation will hold a majority interest and the Company will hold a
minority interest. As part of the agreement the Company will receive $2,000,000
in cash in consideration for the transfer to Yazaki Corporation of Amerigon's
voice interactive technology and know how and assets associated with that
product. $1,000,000 was paid at the closing of the agreement and $1,000,000 will
be paid one year from that date.
(8)
<PAGE>
PART 1
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THIRD QUARTER 1997 COMPARED WITH THIRD QUARTER 1996
REVENUES. Revenues for the three months ended September 30, 1997 ("Third
Quarter 1997") were $399,000 as compared with revenues of $1,887,000 in the
three months ended September 30, 1996 ("Third Quarter 1996"). The decrease in
development contract and related grant revenues was due principally to the fact
that the Company had completed its major electric vehicle development contract
with Samsung Heavy Industries Co., Ltd. and did not obtain any comparable
replacement development contracts during the Third Quarter 1997. No replacement
for the Samsung contract is currently scheduled to follow or expected to be
obtained. The Company does not intend to pursue any additional significant
grants or development contracts.
The Company intends to focus its efforts on developing its core products
and technologies (the climate controlled seats and radar based sensing devices),
developing the manufacturing capability for such products and bringing them to
market as rapidly as possible. Because of the current development focus, and the
decision not to pursue actively any more significant grants or development
contracts, the Company expects that revenues for the foreseeable future will be
significantly less than in prior periods.
DIRECT DEVELOPMENT CONTRACT AND RELATED GRANT COSTS. Direct development
contract and related grant costs decreased to $536,000 in the Third Quarter 1997
compared to $1,567,000 in the Third Quarter 1996 primarily due to the decreased
activity in the Company's electric vehicle program. Due to the divestiture of
the IVS-TM- product line and the absence of material development contracts,
these expenses will be significantly lower in future periods.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased to $591,000 in Third Quarter 1997 from $545,000 in Third Quarter 1996.
The increase in Third Quarter 1997 was due to higher levels of research and
development activity on the Company's climate controlled seat. The Company's
research and development expenses fluctuate significantly from period to period,
due to both changing levels of activity and changes in the amount of such
activities that are covered by customer contracts or grants. Where possible,
the Company seeks funding from third parties for its research and development
activities. As the Company begins to focus on the development of its core
products, these expenses can be expected to increase in future periods.
(9)
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative ("SG&A") expenses increased to $1,091,000 in Third Quarter 1997
compared to $657,000 in Third Quarter 1996. The increase in Third Quarter 1997
was due to the fact that fewer SG&A expenses were allocated to development
contracts. The Company also incurred costs related to the IVS-TM- joint venture
and electric vehicle ("REVA"). Direct and indirect overhead expenses included
in SG&A that are associated with development contracts are allocated to such
contracts. As the Company has not obtained and is not actively pursuing any
replacement development contracts, the Company anticipates that SG&A expenses
may continue to increase in 1997. The Company also expects SG&A expenses to
increase as it hires additional employees in connection with the development of
radar products and the development and marketing of climate controlled seats.
NINE MONTHS 1997 COMPARED WITH NINE MONTHS 1996
REVENUES. Revenues for the nine months ended September 30, 1997 ("1997")
were $1,146,000 as compared with revenues of $6,501,000 in the nine months ended
September 30, 1996 ("1996). The decrease in development contract and related
grant revenues was due principally to the fact that the Company had completed
its major electric vehicle development contract with Samsung Heavy Industries
Co., Ltd. in 1996 and did not obtain any comparable replacement development
contracts during 1997.
DIRECT DEVELOPMENT CONTRACT AND RELATED GRANT COSTS. Direct development
contract and related grant costs decreased to $2,424,000 in 1997 compared to
$9,142,000 in 1996. Direct development contract and related grant costs
decreased significantly in 1997 relative to 1996 due to the decreased activity
in the Company's electric vehicle program, as discussed above
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
decreased to $1,303,000 in 1997 from $1,544,000 in 1996. This was primarily due
to the reduction as a result of the IVS-TM- joint venture, a reduction in
activities in the electric vehicle program somewhat offset by higher levels of
research and development activity on the Company's climate controlled seat.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative ("SG&A") expenses increased to $3,280,000 in 1997 compared to
$1,838,000 in 1996. Direct and indirect overhead expenses included in SG&A which
are associated with development contracts are allocated to such contracts. As a
result of the decreased activity as discussed under "Revenues," fewer of such
expenses were allocated to development contracts in 1997.
INTEREST EXPENSE. The interest expense in 1996 and 1997 was related to the
1996 Bridge Financing and loans from the Company's Chief Executive Officer and
principal shareholder. The interest expense decreased as the bank loan was
repaid by yearend 1996 and the remaining loans were repaid with the proceeds
from the secondary offering in February 1997. Net interest income in 1997
increased due to the receipt of proceeds from the secondary offering.
(10)
<PAGE>
GAIN ON SALE OF ASSETS. In the third quarter of 1997 the Company recorded a
gain on the sale of assets from divestiture of its IVS-TM- business. (See Note 4
of Notes to Financial Statements)
EXTRAORDINARY ITEM. Extraordinary loss on extinguishment of debt was
$340,000 in 1997. These expenses were related to the elimination of the
remaining unamortized portion of the deferred 1996 Bridge Financing costs.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997, the Company had working capital of $10,683,000. The
Company's principal sources of operating capital have been the proceeds of its
various financing transactions and, to a lesser extent, revenues from grants,
development contracts and sale of prototypes to customers.
Cash and cash equivalents increased by $9,983,000 in 1997 due to sales of
securities in a public offering in February 1997 (the "1997 Public Offering").
Operating activities used $2,972,000, which was primarily a result of the
operating loss of $3,637,000 and repayment of outstanding balances to vendors,
and increased in prepaid expenses and other assets of $508,000, somewhat offset
by reductions in unbilled revenues of $1,145,000 (related to billings under the
electric vehicle program), reductions in accounts receivable of $628,000.
Investing activities used $1,561,000, of which $240,000 was related to the
purchase of property and equipment and $1,321,000 was related to the purchase of
Treasury Bills.
Financing activities provided $13,195,000 of which approximately
$17,445,000 was from the 1997 Public Offering. $1,187,000 was used for the
repayment of the bank line of credit, $2,850,000 was used for repayment of the
1996 Bridge Financing, and $450,000 was used for repayment of loans from the
Company's Chief Executive Officer and principal shareholder.
The Company expects to incur losses for the foreseeable future due to the
continuing cost of its product development and marketing activities. To fund
its operations, the Company will use current cash and investments, but will need
cash from financing sources before the Company can achieve profitability from
its operations. There can be no assurance that profitability can be achieved in
the future. The Company's focus is to bring products to market and achieve
revenues based upon its available resources., The Company will continue its
program to divest assets or businesses where it does not have sufficient
resources to bring the product to market and where it will enhance shareholder
value. As has been previously mentioned, the Company has completed its joint
venture agreement with Yazaki Corporation for the IVS-TM- business and is now
striving to accomplish a similar strategic venture with the Company's electric
vehicle program. The Company believes these two divestitures will allow the
Company to pursue the market introduction of its climate controlled seats and
radar based sensor devices, both for the automotive marketplace. If and when
the Company is able to commence commercial production of its heated and cooled
seat or radar products, the Company will incur significant expenses for tooling
product parts and to set up manufacturing and/or assembly processes. The Company
also expects to require significant capital to fund other near-term production
engineering and manufacturing, as well as research and
(11)
<PAGE>
development and marketing, of these products. The Company does not intend to
pursue any more significant grants or development contracts to fund operations
and therefore is highly dependent on its current working capital sources. Should
the Company not achieve profitability in the near future from the two above
mentioned products, additional equity and/or debt financing would be required.
There can be no assurance that either of these sources would be available in the
future and may be required in any case.
Over the long-term, the Company expects to continue to expend substantial
funds to continue its development efforts. The Company has experienced negative
cash flow from operating activities since its inception and has not generated,
and does not expect to generate in the foreseeable future, sufficient revenues
from the sales of its principal products to cover its operating expenses or to
finance such further development, manufacturing or marketing efforts.
Accordingly, the Company expects that significant additional financing will be
necessary to fund the Company's long-term operations.
Certain matters discussed or referenced in this report, including the
Company's intention to develop, manufacture and market climate controlled seats
and radar products and the Company's expectation of reduced revenues and
continuing losses for the foreseeable future, are forward looking statements.
Other forward looking statements may be identified by the use of forward looking
terminology such as "may", "will", "expect", "believe", "estimate",
"anticipate", "continue", or similar terms, variations of such terms or the
negative of such terms. Such statements are based upon management's current
expectations and are subject to a number of risks and uncertainties which could
cause actual results to differ materially from those described in the forward
looking statements. Such risks and uncertainties include the market demand for
and performance of the Company's products, the Company's ability to develop,
market and manufacture such products successfully, the viability and protection
of the Company's patents and other proprietary rights, and the Company's ability
to obtain new sources of financing. Additional risks associated with the company
and its business and prospects are described in the Company's Annual Report on
Form 10-K for the year ended December 31, 1996.
(12)
<PAGE>
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Joint Venture Agreement dated July 22, 1997 between the Company and
Yazaki Corporation incorporated by reference on Current Report on Form
8-K dated August 6, 1997.
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K dated August 6,
1997 reporting information under Items 2 and 7 related to the
Joint Venture Agreement dated July 22, 1997 between the Company
and Yazaki Corporation.
(13)
<PAGE>
SIGNATURE
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.
AMERIGON INCORPORATED
Registrant
Date: October 27, 1997 /s/ Scott O. Davis
------------------
Scott O. Davis
Vice President Finance and
Chief Financial Officer
(14)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 8,865
<SECURITIES> 1,321
<RECEIVABLES> 640
<ALLOWANCES> 80
<INVENTORY> 0
<CURRENT-ASSETS> 12,010
<PP&E> 1,529
<DEPRECIATION> 972
<TOTAL-ASSETS> 12,567
<CURRENT-LIABILITIES> 1,327
<BONDS> 30
0
0
<COMMON> 28,149
<OTHER-SE> (16,939)
<TOTAL-LIABILITY-AND-EQUITY> 12,567
<SALES> 0
<TOTAL-REVENUES> 399
<CGS> 0
<TOTAL-COSTS> 2,218
<OTHER-EXPENSES> (2,363)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (131)
<INCOME-PRETAX> 675
<INCOME-TAX> 0
<INCOME-CONTINUING> 675
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 675
<EPS-PRIMARY> 0.07
<EPS-DILUTED> 0
</TABLE>
