<PAGE>
UNITED STATES
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 March 31, 1999
[ ] 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 May 1, 1999 the registrant had 1,910,089 shares of Class A Common Stock, no
par value; 518,580 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. Financial Statements
Balance Sheet 3
Statement of Operations 4
Statement of Cash Flows 5
Notes to Unaudited Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About 14
Market Risk
Part II OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 15
Signature 16
(2)
<PAGE>
PART I
ITEM 1.
FINANCIAL STATEMENTS
AMERIGON INCORPORATED
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
December 31, March 31,
1998 1999
------------ ---------
<S> <C> <C>
ASSETS
Current Assets:
Cash & cash equivalents $ 1,667 $ 577
Accounts receivable less allowance of $101 and $27, respectively 174 248
Inventory, primarily raw materials 105 96
Prepaid expenses and other assets 136 357
-------- --------
Total current assets 2,082 1,278
Property and equipment, net 562 501
-------- --------
Total Assets $ 2,644 $ 1,779
-------- --------
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilites:
Accounts payable $ 363 $ 429
Deferred revenue 44 -
Accrued liabilities 485 601
Bridge loan payable - 300
-------- --------
Total current liabilities 892 1,330
Long term portion of capital lease 26 21
-------- --------
Shareholders' Equity:
Preferred stock, no par value; 1,000 shares
authorized, none issued and outstanding
Common Stock;
Class A - no par value; 8,000 shares authorized, 1,910 issued and
outstanding at March 31, 1999 and December 31, 1998
(An additional 600 shares held in escrow) 28,149 28,149
Class B - no par value; 600 shares authorized,
none issued and outstanding - -
Contributed capital 9,882 10,124
Deficit accumulated during development stage (36,305) (37,845)
-------- --------
Total shareholders' equity 1,726 428
-------- --------
Total Liabilities and Shareholders' Equity $ 2,644 $ 1,779
-------- --------
-------- --------
</TABLE>
See accompanying notes to the condensed financial statements
(3)
<PAGE>
AMERIGON INCORPORATED
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
From
April 23,1991
Three Months (inception)
Ended March 31, to March 31,
1998 1999 1999
--------- -------- -------------
<S> <C> <C> <C>
Revenues:
Product $ - $ 17 $ 35
Development contracts and
related grants 84 302 18,264
Grants - - 6,183
--------- -------- ---------
Total Revenue 84 319 24,482
--------- -------- ---------
Costs And Expenses:
Product - 32 80
Direct development contract and
related grant costs 506 447 22,715
Direct grant costs - - 4,757
Research and development 518 598 14,659
Selling, general and administrative,
including reimbursable expenses 1,013 796 23,152
--------- -------- ---------
Total Costs and Expenses 2,037 1,873 65,363
--------- -------- ---------
Operating Loss (1,953) (1,554) (40,881)
Interest income 96 16 1,314
Interest expense - (2) (301)
Gain on disposal of assets - - 2,363
--------- -------- ---------
Net loss before extraordinary item ($ 1,857) ($ 1,540) ($37,505)
Extraordinary loss from extinguishment
of indebtedness - - (340)
--------- -------- ---------
Net loss ($ 1,857) ($ 1,540) ($37,845)
--------- -------- ---------
--------- -------- ---------
Basic and diluted net loss per share ($ 0.97) ($ 0.81)
--------- --------
--------- --------
Weighted average number of shares outstanding 1,910 1,910
--------- --------
--------- --------
</TABLE>
See accompanying notes to the condensed financial statements
(4)
<PAGE>
AMERIGON INCORPORATED
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
From
April 23, 1991
Three Months (inception) to
Ended March 31, March 31,
1998 1999 1999
--------------- --------- ---------------
<S> <C> <C> <C>
Operating Activities:
Net loss ($ 1,857) ($ 1,540) ($37,845)
Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation and amortization 104 92 1,748
Provision for doubtful account - (74) 137
Stock option compensation - - 712
Gain from sale of assets - - (2,363)
Contributed capital-founders'
services without cash compensation - - 300
Change in operating assets and liabilities:
Accounts receivable 141 - (385)
Inventory (158) 9 (116)
Prepaid expenses and other assets 48 (67) (203)
Accounts payable (34) 66 81
Deferred revenue - (44) -
Accrued liabilities (89) 116 666
--------- --------- ---------
Net cash used in operating activities (1,845) (1,442) (37,268)
--------- --------- ---------
Investing Activities:
Purchase of property and equipment (370) (31) (2,226)
Proceeds from sale of assets - - 2,800
Receivable from sale of assets - - (1,000)
Proceeds from receivable from sale of assets - - 971
Short term investments sold 1,007 - -
--------- --------- ---------
Net cash (used in) provided by investing activities 637 (31) 545
--------- --------- ---------
Financing Activities:
Proceeds sale of common stock units, net - - 34,772
Proceeds from exercise of stock options - - 160
Repurchase of common stock - - (15)
Borrowing under line of credit - - 6,280
Repayment of line of credit - - (6,280)
Repayment of capital lease (7) (5) (107)
Proceeds from Bridge Financing - 300 3,300
Repayment of Bridge Financing - - (3,000)
Proceeds of notes payable to shareholder - - 450
Repayment of notes payable to shareholder - - (450)
Contributed to capital - 88 2,190
--------- --------- ---------
Net cash (used in) provided by financing activities (7) 383 37,300
--------- --------- ---------
Net (decrease) increase in cash and cash equivalents (1,215) (1,090) 577
Cash and cash equivalents at beginning of period 6,037 1,667 -
--------- --------- ---------
Cash and cash equivalents at end of period $ 4,822 $ 577 $ 577
--------- --------- ---------
--------- --------- ---------
</TABLE>
See accompanying notes to the condensed financial statements
(5)
<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 balance sheets as of March 31, 1999 and the
statements of operations and cash flows for the three months ended March 31,
1999 and for the period from April 23, 1991 (inception) to March 31, 1999
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 three month period ended March 31, 1999 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, 1998.
Certain amounts have been reclassified from the prior year Form 10-Q
to conform with current period presentation.
On January 28, 1999, the Company effected a 1 for 5 reverse stock
split. Share information for all periods has been retroactively adjusted to
reflect the split.
NOTE 3 - GOING CONCERN
The Company has suffered recurring losses and negative cash flows
from operations since inception and has a significant accumulated deficit.
Consequently, in order to fund continuing operations and complete product
development, the Company will need to raise additional financing. In this
regard, on March 29, 1999, the Company entered into a Securities Purchase
Agreement with an investor group to raise additional equity financing and
obtain a bridge loan (Note 5). The equity financing will require shareholder
approval. Management believes that the proceeds from the equity financing and
bridge loan will be sufficient to meet the Company's projected working
capital needs through at least the next 12 months. The outcome of such
efforts to
(6)
<PAGE>
raise working capital cannot be assured. As such, there is substantial
doubt about the Company's ability to continue as a going concern.
NOTE 4 - 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. Because their
effects are anti-dilutive, net loss per share for the three months ended
March 31, 1998 and 1999 does not include the effect of 1) 142,965 and
193,502, respectively, of stock options outstanding related to the 1993 and
1997 Stock Option Plans; 2) 118,768 and 118,422, respectively, of stock
options granted by Lon Bell to certain directors and officers; 3) 1,471,751
and 1,755,800, respectively, of warrants to purchase outstanding shares of
Class A Common Stock; and 4) 600,000 and 600,000, respectfully of Class B
Common Stock.
NOTE 5 -FINANCING
On March 29, 1999, the Company entered into a Securities Purchase
Agreement (the "Financing") with an investor group. Under the terms of the
Financing, the Company will issue 9,000 shares of Series A Preferred Stock
and warrants to purchase up to 1,651,180 shares of Class A Common Stock in
exchange for $9,001,000. The Series A Preferred Stock will initially be
convertible into 5,373,134 shares of Class A Common Stock. The warrants can
only be exercised to the extent that certain other warrants to purchase Class
A Common Stock are exercised by existing warrant holders and then only in the
proportion of the Company's equity purchased by the investors and at the same
exercise price as the exercising warrant holders. The Preferred Stock and
warrants will be issued only after shareholder approval is obtained.
In connection with the above Financing, the Company granted to
financial advisors warrants to purchase 25,000 shares of Class A Common
Stock at an exercise price of $5.30. The value of the warrants granted of
$5,000 was determined using the Black-Scholes model and was recorded as
deferred offering costs. Such costs will be offset against the proceeds of
the above Financing upon closing. The warrants are exercisable at any time
prior to March 2004.
In connection with the Financing, an affiliate of the investor group
extended up to $1,200,000 in the form of a bridge loan which bears interest
at 10% per annum and is due and payable upon the earlier of the closing of
the Financing or September 30, 1999. In conjunction with the bridge loan,
the Company granted warrants to purchase 300,000 shares of Class A Common
Stock at an exercise price of $1.03. The warrants are exercisable for five
years after first becoming exercisable; however, the warrants are exercisable
only if the Financing does not close and will be cancelled upon the closing
of the Financing. The value of the warrants at the time of grant of $149,000
was determined using the Black-Scholes model and is being amortized as debt
issuance costs over the terms of the bridge loan. At March 31, 1999, the
Company had $300,000 outstanding under this bridge loan.
(7)
<PAGE>
NOTE 6 - EV SUBSIDIARY
On March 23, 1999, the Company's Board of Directors agreed to form a
subsidiary to hold the Company's electric vehicle system ("EV") operations.
Pursuant to discussions held among the Company's Board of Directors and Dr.
Bell, Chairman of the Board and a significant shareholder of the Company, the
Company agreed to sell to Dr. Bell a 15% interest in the EV subsidiary for
$88,000. On March 29, 1999, the 15% was sold to Dr. Bell and was reflected as
contributed capital.
In order to satisfy a condition of the Financing described in Note
5, the Board of Directors also approved a proposal to sell to Dr. Bell its
remaining 85% interest in the EV subsidiary in exchange for all of his Class
B Common Stock (to be released from escrow April 30, 1999). As such, upon
closing of the Financing, the Class B Common Stock would be cancelled. The
sale of the remaining interest in the EV subsidiary is subject to shareholder
approval. The net assets of the EV operation were nil at March 31, 1999.
NOTE 7 - SEGMENT REPORTING
The tables below presents segment information about the reported
revenues and operating loss of Amerigon for the three months ended March 31,
1998 and 1999 (in thousands). Asset information by reportable segment is not
reported since management does not produce such information.
<TABLE>
<CAPTION>
Reconciling As
For the quarters ended March 31, CCS Radar EV Items Reported
-----------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998
Revenue $ 15 $ 24 $ 45 $ - $ 84
Operating Loss (587) (162) (191) (1,013)(1) (1,953)
1999
Revenue 220 99 - - 319
Operating Loss (584) (110) (64) (796)(1) (1,554)
</TABLE>
- ------------
(1) Represents selling, general and administrative costs of $909,000 and
$739,000, respectively, and depreciation expense of $103,000 and
$57,000, respectively, for the quarters ended March 31, 1998 and 1999.
(8)
<PAGE>
NOTE 7 - SEGMENT REPORTING (CONTINUED)
Revenue information by geographic area (in thousands);
<TABLE>
<CAPTION>
Quarters Ended March 31,
------------------------
1998 1999
------ ------
<S> <C> <C>
United States - Commerial $ - $126
United States - Government 24 99
Asia - 89
Europe 60 5
------------------------
Total Revenues $ 84 $319
------------------------
------------------------
</TABLE>
For the quarter ended March 31, 1998, three customers, two foreign
(CCS/EV) and one government (Radar) represented 18%, 54% and 28% of the
Company's sales. For the quarter ended March 31, 1999, three customers, one
foreign (CCS), one domestic (CCS) and one government (Radar) represented 28%,
40% and 31% of the Company's sales.
NOTE 8 - SUBSEQUENT EVENTS
CLASS B SHARES - In June 1993, the Company's then-existing
shareholders (the "Original Shareholders") placed 600,000 shares (the "Escrow
Shares") of the Company's Class A Common Stock into escrow pursuant to an
agreement by and among the Original Shareholders, the Company, and the escrow
agent (the "Escrow Agreement"). The Escrow Shares were to have automatically
been released from Escrow to the Original Shareholders upon the Company
meeting or exceeding certain performance thresholds. If these thresholds were
not met by April 30, 1999, all shares which had not been released from escrow
were to automatically have been exchanged for shares of Class B Common Stock;
PROVIDED, that, pursuant to the terms of a shareholders' agreement among the
Original Shareholders, each beneficial holder of Class B Common Stock who was
not an employee, director or consultant of the Company on April 30, 1999
would have forfeited his or her right to receive shares of Class B Common
Stock. The Class B Common Stock is neither transferable nor convertible and
its rights with respect to dividends and liquidation distributions are
inferior to those of the Class A Common Stock. Therefore, the Class B Common
Stock has limited economic value. The performance thresholds were not met,
and on April 30, 1999, the Class B Common Stock was released to Lon Bell, the
only remaining Original Shareholder who was affiliated with the Company on
that day. Dr. Bell became the beneficial owner of 518,580 shares of Class B
Common Stock.
(9)
<PAGE>
PART 1
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
FIRST QUARTER 1999 COMPARED WITH FIRST QUARTER 1998
REVENUES. Revenues for the three months ended March 31, 1999 ("First
Quarter 1999") were $319,000 as compared with revenues of $84,000 in the
three months ended March 31, 1998 ("First Quarter 1998"). The increase in
revenues was due primarily to the increase in development funding for various
Climate Control Seats ("CCS-TM-") and Radar prototype programs. In addition,
the Company completed shipments of its first production order of CCS-TM-
units to a domestic van conversion company in the First Quarter 1999.
DIRECT DEVELOPMENT CONTRACT AND RELATED GRANT COSTS. Direct
development contract and related grant costs incurred in the First Quarter
1999 were $447,000 compared to $506,000 in the First Quarter 1998 primarily
due to the decreased activity in the Company's electric vehicle program for
which such costs were $235,000 and nil for First Quarter 1998 and 1999,
respectively, partially offset by an increase in the Radar and Climate
Control Seat development costs.
COST OF SALES. Cost of sales increased $32,000 in the First Quarter
1999 from nil in the First Quarter 1998 due to the first shipments of
production Climate Control Seats which began in April 1998.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased to $598,000 in First Quarter 1999 from $518,000 in First Quarter
1998. The increase was due to higher levels of research and development
activity on the Company's Climate Control Seats and radar products and
expenses partially offset by the decrease in research and development related
to the electric vehicle program.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative ("SG&A") expenses decreased to $796,000 in First Quarter 1999
compared to $1,013,000 in First Quarter 1998. The change was due to decreased
legal activity and decreased consulting services. The Company 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
Control Seats.
(10)
<PAGE>
INTEREST INCOME. Net interest income in 1999 decreased due to a
decline in cash balances as a result of those funds being used in operations.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1999, the Company had negative working capital of
$52,000. On March 29, 1999 the Company entered into a Securities Purchase
Agreement with Westar Capital LLC and Big Beaver Investments LLC (the
"Investors") pursuant to which the Investors will invest $9 million in the
Company in return for 9,000 shares of Series A Preferred Stock which are
convertible into Class A Common Stock and warrants that are exercisable only
to the extent certain other warrants to purchase Class A Common Stock are
exercised and then only in an amount that will enable the Investors to
maintain the same percentage interest in the Company that they have in the
Company after the initial investment on a fully converted basis. This
transaction is subject to a number of conditions, including shareholder
approval, which the Company intends to seek at the 1999 Annual Meeting.
Concurrent with the execution of the Securities Purchase Agreement, an
affiliate of the Investors provided a secured bridge loan to the Company for
up to $1.2 million which bears interest at 10% per annum and matures upon the
earlier of September 30, 1999 or the completion of the equity financing and
contains detachable warrants for 300,000 shares of Class A Common Stock which
will be cancelled upon the completion of the investment. The bridge loan is
necessary to allow the Company to continue operations pending the closing of
the equity financing, although the amount of the bridge loan may not be
adequate even if fully drawn. Further, there are numerous conditions to
making each borrowing under the bridge loan. No assurance can be given that
the proposed financing will be completed. 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 decreased by $1,090,000 for the First
Quarter 1999 primarily due to cash used in operating activities of
$1,442,000, which was mainly attributable to the net loss of $1,540,000.
Investing activities used $31,000 related to the purchase of property and
equipment. Financing activities provided $383,000 due primarily to $300,000
received from a bridge loan and $88,000 received from Dr. Bell in exchange
for a 15% interest in the Company's EV subsidiary.
The Company expects to incur losses for the foreseeable future due
to the continuing cost of its product development and marketing activities
and to begin volume manufacturing operations when it is required. To fund its
operations, the Company 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 is
focused on bringing products to market and achieving revenues based upon its
available resources. Although the Company has begun limited production on its
Climate Control Seat product, larger orders for the seat product and the
ability to begin production on the radar product will require 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 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
(11)
<PAGE>
highly dependent on its current working capital sources including the
Security Purchase Agreement discussed above. 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 beyond that
contemplated by the financing transaction described above. There can be no
assurance that either of these sources would be available in the future and
future financing may be required in any case.
YEAR 2000 IMPACT
An issue affecting Amerigon and others is the ability of many computer
systems and applications to process the Year 2000 and beyond ("Y2K"). To
address this problem, in 1998, Amerigon initiated a Y2K program to manage the
Company's overall Y2K compliance effort. A team of internal staff is managing
the program with assistance of some outside consultants. The team's
activities are designed to ensure that there are no material adverse effects
on the Company.
The Company is in the assessment phase of its internal information
services computer systems associated with the Year 2000. The Company is
currently assessing Y2K issues related to its non-information technology
systems used in product development, engineering, manufacturing and
facilities. The Company has completed these assessments and updates to
existing systems for Y2K compliance will be completed by July 1, 1999.
The Company is also working with its significant suppliers and financial
institutions to ensure that those parties have appropriate plans to address
Y2K issues where their systems interface with the Company's systems or
otherwise impact its operations. The Company has communicated in writing with
all of its principal suppliers to confirm their status in regards to Y2K
issues. The Company is assessing the extent to which its operations are
vulnerable should those organizations fail to properly remedy their computer
systems. The Company does not anticipate that potential Y2K issues at the
customer level will have a material adverse effect on its ability to conduct
normal business.
The Company's Y2K program is well under way and, based on the results of
its assessment to date, is expected to be complete by mid-1999. While the
Company believes its planning efforts are adequate to address its Y2K
concerns, there can be no assurance that the systems of other companies on
which the Company's systems and operations rely will be converted on a timely
basis and will not have a material adverse effect on the Company. The Company
has not identified a need to develop an extensive contingency plan for
non-remediation issues at this time. The need for such a plan is evaluated on
an ongoing basis as part of the Company's overall Year 2000 initiative.
Based on the Company's assessment to date, the costs of the Year 2000
initiative (which are expensed as incurred) are estimate to be approximately
$20,000.
The cost of the project and the date on which the Company believes it
will complete its Year 2000 initiative are forward-looking statements and are
based on management's best estimate, according to information available
through the Company's assessments to date. However, there can be no assurance
that these estimates will be achieved, and actual results could differ
materially from those anticipated. Specific factors that might cause such
material differences include, but are not limited to, the availability and
cost of personnel trained in this area, the retention of these
(12)
<PAGE>
professions, the ability to locate and correct all relevant computer codes,
and similar uncertainties. At present, the Company has not experienced any
significant problems in these areas.
OTHER INFORMATION
Certain matters discussed or referenced in this report, including the
Company's intention to develop, manufacture and market Climate Control 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, 1998.
(13)
<PAGE>
PART 1
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
There have been no material changes since the Form 10-K was filed for the
Company's year ended December 31, 1998.
(14)
<PAGE>
PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On March 23, 1999 the Company issued a warrant to purchase up to 5,000
shares of Common Stock of the Company to Matthew Schilowitz pursuant to the
terms of the Corporate Finance Agreement dated February 9, 1999 between
Matthew Schilowitz and the Company. The Warrant, which expires in March 2004,
allows Matthew Schilowitz to purchase shares of Common Stock of the Company
at $5.30 per share. The warrant was exempt from registration under Section
4(2) of the Securities Act of 1933.
On March 29, 1999 the Company issued a warrant to purchase up to 300,000
shares of Common Stock of the Company to Big Star Investments LLC ("Big
Star") in connection with the Company entering into a secured bridge loan
with Big Star for up to $1.2 million. The warrant, which is only exercisable
if the transactions contemplated by the Securities Purchase Agreement entered
into March 29, 1999 between the Company, Westar Capital LLC and Big Beaver
Investments LLC are not consummated, expires five years after first becoming
exercisable and allows Big Star to purchase Common Stock of the Company at
$1.03 per share. The warrant was exempt from registration under Section 4(2)
of the Securities Act of 1933.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Information on a January 25, 1999 special shareholders meeting where the
1-for-5 reverse stock split was appproved can be found in Item 4 of Part One of
the Company's 10-K for the year ended December 31, 1998.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K
None
(15)
<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: May 13, 1999 /s/ Richard A. Weisbart
------------------------
Richard A. Weisbart
President and
Chief Operating Officer
(16)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 577
<SECURITIES> 0
<RECEIVABLES> 275
<ALLOWANCES> (27)
<INVENTORY> 96
<CURRENT-ASSETS> 1,278
<PP&E> 2,249
<DEPRECIATION> (1,748)
<TOTAL-ASSETS> 1,779
<CURRENT-LIABILITIES> 1,330
<BONDS> 0
0
0
<COMMON> 28,149
<OTHER-SE> (27,721)
<TOTAL-LIABILITY-AND-EQUITY> 1,779
<SALES> 17
<TOTAL-REVENUES> 319
<CGS> 32
<TOTAL-COSTS> 1,873
<OTHER-EXPENSES> 0
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<INCOME-PRETAX> (1,540)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,540)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,540)
<EPS-PRIMARY> (0.81)
<EPS-DILUTED> (0.81)
</TABLE>
