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(Exact name of registrant as specified in its charter)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code:(805) 897-2248
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 |_|
The number of shares outstanding of the registrant's common stock as of November 9, 2000 is 103,222,044.
Part I. Financial Information
Item 1. Financial Statements Page
a) Balance Sheets
as of September 30, 2000 and December 31, 1999 (unaudited)..... 1
b) Statements of Operations
for the three and nine months ended September 30, 2000 and
September 30, 1999 (unaudited) and for the period from November
1, 1992 (inception) through September 30, 2000 (unaudited)..... 2
c) Statements of Stockholders' Equity (Deficit)
for the period from November 1, 1992 (inception) to September
30, 2000 (unaudited)........................................... 3
d) Statements of Cash Flows
for the nine months ended September 30, 2000 and September 30,
1999 (unaudited) and for the period from November 1, 1992
(inception) through September 30, 2000 (unaudited)............. 4
e) Notes to Financial Statements
(unaudited) ................................................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................ 6
Item 3. Quantitative and Qualitative Disclosures About Market Risk......... 10
Part II. Other Information
Item 1. Legal Proceedings.................................................. 10
Item 2. Use of Proceeds.................................................... 11
Item 3. Defaults Upon Senior Securities.................................... 11
Item 4. Submission of Matters to a Vote for Security Holders............... 11
Item 5. Other Information.................................................. 11
Item 6 Exhibits and Reports on Form 8-K................................... 11
Signature .................................................................... 12
EARTHSHELL CORPORATION
(A Development Stage Enterprise)
BALANCE SHEETS
(Unaudited)
September 30, December 31,
---------------- ----------------
2000 1999
---------------- ----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents....................... $8,841,500 $26,412,553
Restricted cash................................. 3,500,000 3,500,000
Short-term investments.......................... - 8,970,638
Other assets.................................... 595,857 514,662
---------------- ----------------
Total current assets......................... 12,937,357 39,397,853
PROPERTY AND EQUIPMENT, NET........................ 48,139,567 47,355,382
INVESTMENT IN JOINT VENTURE........................ 233,452 445,318
---------------- ----------------
TOTAL ............................................. $61,310,376 $87,198,553
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses........... $6,137,886 $5,165,900
Trade payable to majority stockholder........... 451,939 1,385,737
---------------- ----------------
Total current liabilities.................... 6,589,825 6,551,637
---------------- ----------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 200,000,000 shares
authorized; 101,373,459 issued and
outstanding as of September 30, 2000
and 100,045,166 as of December 31,1999....... 1,013,735 1,000,451
Additional paid-in common capital 229,098,885 224,715,255
Deficit accumulated during the development stage (175,334,491) (145,029,480)
---------------- ----------------
Accumulated other comprehensive loss............ (57,578) (39,310)
Total stockholders' equity...................... 54,720,551 80,646,916
---------------- ----------------
TOTAL ............................................. $61,310,376 $87,198,553
================ ================
See notes to financial statements.
EARTHSHELL CORPORATION
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
November 1,
For the For the 1992
Three Months Nine Months (inception)
Ended September 30, Ended September 30, through
September 30,
-------------------------- ------------------------- --------------
2000 1999 2000 1999 2000
------------ ------------ ----------- ------------ --------------
Expenses:
Related party research and development $2,053,602 $2,683,696 $6,524,454 $8,041,331 $64,795,430
Other research and development...... 4,888,075 6,151,749 13,866,470 13,480,202 48,448,334
Related party general and
administrative expenses ........ 37,147 56,029 117,582 169,017 2,200,491
Other general and administrative
expenses......................... 2,096,661 2,607,745 6,322,700 10,306,308 42,787,455
Depreciation and amortization....... 1,428,242 1,452,276 4,278,338 3,180,227 12,062,626
Related party patent expenses....... 51,124 167,486 320,897 495,506 8,651,758
------------- ------------ ----------- ------------ --------------
Total expenses...................... 10,554,851 13,118,981 31,430,441 35,672,591 178,946,094
Interest income..................... (306,572) (729,826) (1,126,230) (2,821,873) (10,182,144)
Related party interest expense...... - - - - 4,770,731
Other interest expense.............. - - - - 1,788,738
------------- ------------ ----------- ------------ --------------
Loss Before Income Taxes............ 10,248,279 12,389,155 30,304,211 32,850,718 175,323,419
Income Taxes........................ 800 2,671 800 3,471 11,071
------------- ------------ ----------- ------------ --------------
Net Loss............................ 10,249,079 12,391,826 30,305,011 32,854,189 175,334,491
Preferred Dividends ................ - - - - 9,926,703
------------- ------------ ----------- ------------ --------------
Net Loss Available To Common
Stockholders..................... $10,249,079 $12,391,826 $30,305,011 $32,854,189 $185,261,193
============= ============ =========== ============ ==============
Basic And Diluted Loss Per Common
Share............................ $0.10 $0.12 $0.30 $0.33 $2.10
Weighted Average Number Of Common
Shares........................... 101,352,816 100,045,166 100,595,874 100,045,166 88,117,086
See notes to financial statements.
EARTHSHELL CORPORATION
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(Unaudited)
Cumulative
Convertible Deficit
Preferred Stock Additional Additional Accumulated Accumulated
Series A Paid-In Common Stock Paid-In Other Com- during
------------------- Preferred ----------------------- Common prehensive Development
Shares Amount Capital Shares Amount Capital Loss Stage Total
--------- -------- ----------- ---------- ------------ ----------- ----------- -------------- ---------
ISSUANCE OF COMMON STOCK AT
INCEPTION............ - - - 82,530,000 $3,150 $6,850 - - $10,000
Sale of preferred stock, net 6,988,850 $267 $24,472,734 - - - - - 24,473,001
Net loss................ - - - - - - - $(7,782,551) (7,782,551)
--------- -------- ----------- ----------- ---------- ----------- ----------- -------------- ---------
BALANCE, DECEMBER 31, 1993 6,988,850 267 24,472,734 82,530,000 3,150 6,850 - (7,782,551) 16,700,450
Net loss................ - - - - - - - (16,582,080) (16,582,080)
--------- -------- ----------- ----------- ---------- ----------- ----------- -------------- ---------
BALANCE, DECEMBER 31, 1994 6,988,850 267 24,472,734 82,530,000 3,150 6,850 - (24,364,631) 118,370
Contribution to equity.. - - - - - 1,117,723 - - 1,117,723
Net loss................ - - - - - - - (13,914,194) (13,914,194)
--------- -------- ----------- ----------- ---------- ----------- ----------- -------------- ---------
BALANCE, DECEMBER 31, 1995 6,988,850 267 24,472,734 82,530,000 3,150 1,124,573 - (38,278,825) (12,678,101)
Contribution to equity.. - - - - - 650,000 - - 650,000
Issuance of stock warrants - - - - - 246,270 - - 246,270
Net loss................ - - - - - - - (16,950,137) (16,950,137)
--------- -------- ----------- ----------- ---------- ----------- ----------- -------------- ---------
BALANCE, DECEMBER 31, 1996 6,988,850 267 24,472,734 82,530,000 3,150 2,020,843 - (55,228,962) (28,731,968)
Compensation related to
stock options and
warrants............. - - - - - 3,156,659 - - 3,156,659
Net loss................ - - - - - - - (18,992,023) (18,992,023)
--------- -------- ----------- ----------- ---------- ----------- ----------- -------------- ---------
BALANCE, DECEMBER 31, 1997 6,988,850 267 24,472,734 82,530,000 3,150 5,177,502 - (74,220,985) (44,567,332)
262 to 1 stock split.... - 69,621 (69,621) - 822,150 (822,150) - - -
Conversion of preferred
stock to common stock (6,988,850) (69,888) (24,403,113) 6,988,850 69,888 24,403,113 - - -
Issuance of common stock - - - 10,526,316 105,263 205,883,493 - - 205,988,756
Preferred stock dividends - - - - - (9,926,703) - - (9,926,703)
Net loss................ - - - - - - - (26,620,052) (26,620,052)
--------- -------- ----------- ----------- ---------- ----------- ----------- -------------- ---------
BALANCE, DECEMBER 31, 1998 - - - 100,045,166 1,000,451 224,715,255 - (100,841,037) 124,874,669
Net loss................ - - - - - - - (44,188,443) (44,188,443)
--------- -------- ----------- ----------- ---------- ----------- ----------- --------------
---------
Foreign currency - - - - - - ($39,310) (39,310)
translation loss.....
---------
Total comprehensive income - - - - - - - (44,227,753)
BALANCE, DECEMBER 31, 1999 - - - 100,045,166 1,000,451 224,715,255 (39,310) (145,029,480) 80,646,916
Net Loss................ - - - - - - - (30,305,011) (30,305,011)
--------- -------- ----------- ----------- ---------- ----------- ----------- --------------
---------
Foreign currency - - - - - - (18,268) (18,268)
translation loss.....
---------
Total comprehensive income - - - - - - - (30,323,279)
Issuance of common stock - - - 1,328,293 13,283 4,383,630 - 4,396,913
--------- -------- ----------- ----------- ---------- ----------- ----------- -------------- ---------
BALANCE, SEPTEMBER 30, 2000 - - - 101,373,459 $1,013,735 $229,098,885 $(57,578) $(175,334,491) $54,720,551
========= ======== =========== =========== ========== =========== =========== ============== =========
See notes to financial statements
EARTHSHELL CORPORATION
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the November 1,
Nine Months Ended 1992
September 30, (inception)
through
September 30,
------------------------ -------------
2000 1999 2000
---------- ------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.......................................... (30,305,011) $(32,854,189) $(175,334,491)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization.................. 4,278,376 3,180,227 12,062,664
Issuance of stock options to director, consultant
and officer................................. - 840,000 3,861,522
Loss on sale or disposal of property and equipment 194,937 1,835,519 6,712,723
Loss from investment in joint venture.......... 211,866 37,555 281,986
Other.......................................... - - (106,311)
Changes in operating assets and liabilities:
Other assets................................... (81,195) 886,873 (595,857)
Accounts payable and accrued expenses.......... 971,986 (3,233,313) 6,098,574
Trade payable to majority stockholder.......... (933,798) (610,707)
27,335,152
---------- ------------ -------------
Net cash used in operating activities.......... (25,662,839) (29,918,035) (119,684,038)
---------- ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds (purchase) from short-term investments... 8,970,638 - (43,449,182)
Purchase of restricted time deposit............... - - (3,500,000)
Proceeds from sales and redemptions of investments - 6,530,928 43,826,770
Proceeds from sale of property and equipment...... - - 297,670
Investment in joint venture....................... (554,748) (515,438)
Purchase of property and equipment................ (5,275,768) (14,838,670) (68,102,629)
---------- ------------ -------------
Net cash provided by (used in) investing activities 3,694,870 (8,862,490) (71,442,809)
---------- ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable to
stockholders...................................... - - 14,270,000
Proceeds from drawings on line of credit with bank - - 14,000,000
Proceeds from issuance of common stock............ 4,396,916 - 225,459,552
Common stock issuance costs....................... - - (15,178,641)
Preferred dividends paid.......................... - - (9,926,703)
Proceeds from issuance of preferred stock......... - - 25,675,000
Preferred stock issuance costs.................... - - (1,201,999)
Repayment of line of credit with bank............. - - (14,000,000)
Repayment of note payable......................... - (22,975) (39,128,862)
Net cash provided by and (used in) financing ---------- ------------ -------------
activities.................................. 4,396,916 (22,975) 199,968,347
---------- ------------ -------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.. (17,571,053) (38,803,500) 8,841,500
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.... 26,412,553 86,590,163 -
---------- ------------ -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD.......... $8,841,500 $47,786,663 $8,841,500
========== ============ =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Income taxes................................. 800 $3,471 $11,071
Interest..................................... - - $3,028,240
Warrants issued with debt......................... - - $306,168
Transfer of property from EKI..................... - - $28,745
Conversion of preferred stock to common stock..... - - $69,888
See notes to financial statements.
NOTES TO FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30,2000
_______________________________________________________________________________The foregoing interim financial information is unaudited and has been prepared from the books and records of EarthShell Corporation (the “Company”). In the opinion of management, the financial information reflects all adjustments necessary for a fair presentation of the financial condition, results of operations and cash flows of the Company in conformity with generally accepted accounting principles. All such adjustments were of a normal recurring nature for interim financial reporting. Certain reclassifications have been made to prior year’s financial statements to conform to the 2000 presentation.
The accompanying unaudited financial statements and these notes do not include certain information and footnote disclosures required by generally accepted accounting principles, which were included in the Company’s financial statements for the year ended December 31, 1999. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and financial statements and notes thereto for the year ended December 31, 1999 included in the Company’s Annual Report on Form 10-K.
Basic and diluted loss per common share is calculated based on the weighted average shares outstanding of 101,352,816 and 100,595,874 for the three and nine months ended September 30, 2000, respectively and 100,045,166 for the three and nine months ended September 30, 1999. Basic and diluted are the same because common stock equivalents are considered anti-dilutive.
For the three months ended September 30, 2000 and 1999, the Company paid or accrued $2,053,602 and $2,683,696 respectively, and for the nine months ended September 30, 2000 and 1999, $6,524,454 and $8,049,405, respectively, for services performed by EKI under the Amended and Restated Technical Services and Sublease Agreement effective October 1, 1997, between the Company and EKI, and $16,800 and $50,400 in sublease payments during each of the respective three month and nine month periods ended September 30, 2000 and 1999.
Pursuant to resolutions adopted by the Board of Directors on February 4, 1999, the Company reimbursed $88,458 to EKI for salaries and benefits paid by EKI for administrative support personnel during the nine months ended September 30, 2000.
Under the Amended and Restated Agreement for Allocation of Patent Costs effective October 1, 1997, legal fees related to patents of $51,124 and $167,486 were paid to or on behalf of EKI for the three months ended September 30, 2000 and 1999, respectively, and $320,897 and $495,506 for the nine months ended September 30, 2000 and 1999, respectively.
NOTES TO FINANCIAL STATEMENTS (Unaudited) - continued
SEPTEMBER 30,2000
_______________________________________________________________________________
At September 30, 2000, property and equipment consisted of the following:
Commercial Manufacturing Equipment: Construction in progress...... $46,303,110
Product Development Center:
Equipment..................................................... 3,241,991
Construction in progress...................................... 7,354,298
Leasehold improvements........................................ 521,253
-------------
11,117,542
Office equipment and furniture..................................... 425,893
Office leasehold improvements...................................... 50,108
Less: accumulated depreciation..................................... (9,757,086)
-------------
Property and equipment - net....................................... $48,139,567
=============
Information contained in this Quarterly Report on Form 10-Q including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” or “continue,” or the negative thereof or other comparable terminology. Any one factor or combination of factors could cause the Company’s actual operating performance or financial results to differ substantially from those anticipated by management that are described herein. Factors influencing the Company’s operating performance and financial results include, but are not limited to, changes in the general economy, the availability of financing, governmental regulations concerning, but not limited to, environmental issues, and other risks and unforeseen circumstances affecting the Company’s business and should be read in conjunction with other factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
The Company was organized in November 1992, as a Delaware corporation and remains a development stage enterprise. E. Khashoggi Industries LLC, the Company’s principal stockholder, or its predecessors (“EKI”), has been involved since July 1985, in the development of various new material technologies including the new composite material. The Company was formed to develop, license and commercialize foodservice disposables made of EarthShell composite material (“EARTHSHELL Products”). The Company has an exclusive, worldwide, royalty-free license from EKI to use certain technology for this purpose. The Company intends to continue to license or joint venture with existing manufacturers of foodservice disposables for the manufacture and distribution of EARTHSHELL Products. The Company expects to derive revenues primarily from license royalties and distributions from joint ventures that are licensed to manufacture EARTHSHELL Products.
The Company has experienced aggregate net losses of approximately $175 million from its inception on November 1, 1992 through September 30, 2000. The Company has been unprofitable to date and expects to continue to incur operating losses until its products have been used commercially more broadly and have achieved greater market acceptance and market penetration. Since its inception, the Company has not generated any revenues from operations. Successful future operations will depend upon the ability of the Company, its licensees and joint venture partners to commercialize multiple EARTHSHELL Products. Since inception, the Company has relied on EKI to provide extensive management and technical support. The Company and EKI entered into an Amended and Restated Technical Services and Sublease Agreement (the “Technical Services Agreement”) which continues through December 31, 2002. Under the terms of the Technical Services Agreement, the Company pays EKI for all direct project labor hours incurred by EKI technical personnel and direct expenses incurred on approved projects. In addition, under an Amended and Restated Agreement for the Allocation of Patent Costs (the “Patent Agreement”), the Company reimburses EKI for the costs and expenses of filing, prosecuting, acquiring and maintaining certain patents and patent applications relating to the technology licensed to the Company under an Amended and Restated License Agreement (the “License Agreement”).
As the first step in its strategy, the Company worked closely with McDonald’s Corporation (“McDonald’s”) in developing and testing prototype sandwich containers. As a result of this work, McDonald’s primary packaging purchaser, Perseco, entered into a supply agreement in 1997 with the Company’s licensee, Sweetheart Cup Company Inc. (“Sweetheart”), pursuant to which Perseco committed to purchase not less than 1.8 billion EarthShell Big Mac® sandwich containers over a three-year period, subject to certain conditions. At the time the supply agreement was signed, there was no existing commercial capacity to manufacture EARTHSHELL Products. To support the supply agreement between Sweetheart and Perseco to supply McDonald’s U.S. restaurants with EARTHSHELL containers for the Big Mac® sandwich, the Company agreed to build commercial manufacturing equipment that would be operated by Sweetheart. Sweetheart and Perseco, with input from EarthShell and McDonald’s are currently in the process of moving toward a structure that is consistent with Perseco’s normal supplier relationships.
In 1998 and 1999, the Company built its first commercial manufacturing plant at Sweetheart’s facility in Owings Mills, Maryland to produce the EarthShell Big Mac® sandwich container for sale to Perseco/McDonald’s. During the third quarter, the Company and its operating partner, Sweetheart, have been running two of the three installed EarthShell Big Mac® sandwich container manufacturing lines. One of these lines is being operated in a production mode to meet the customer’s order requirements, and the second line is being used primarily to improve and optimize the effectiveness of the manufacturing process. Current production volumes are manufactured only to support Perseco’s immediate demand for product.
The Company and Sweetheart are progressing through a product validation process with Perseco with respect to the EarthShell Big Mac® sandwich container. The original relationship was for a term of three years. EarthShell containers have been in daily use in 128 McDonald’s stores since late April 2000, and over 3.0 million containers have been used to date. The Company continues to believe it will meet all of the validation criteria for approval for future expansion to supply Big Mac® containers within the U.S. McDonald’s system. The quantities of product currently being used in the validation process are small relative to the intended capacity of the lines. Although additional improvements are needed to achieve the design capacity of the production manufacturing lines, the Company believes these three lines will be sufficient to meet the Perseco/McDonald’s system requirements. The third line will be enabled only after the first two lines are running at near full capacity.
The Company is in discussions with McDonald’s/Perseco with respect to its commitment to supply product to the McDonald’s system. Upon successful completion of the validation process, McDonald’s intends to use the EarthShell Big Mac® container in its US restaurants, although there can be no assurance of minimum purchase commitments going forward. In addition, the Company is free to seek other customers for the sandwich container produced at the Sweetheart facility before McDonald’s full system demand is met.
Although the Company believes that the production from the first three lines will be profitable once they have been optimized and reach full design capacity, due to the protracted time delays and additional costs to initially commercialize its first plant, the Company may not realize the full economic potential of the technology with this first facility. Because the Owings Mills facility is the Company’s first commercial implementation of the EarthShell technology, the Company believes that the cost incurred on the manufacturing lines in this facility will be significantly higher than the cost of manufacturing lines in subsequent facilities. The Company believes the estimated capitalized cost of the Sweetheart lines will be approximately $52.0 million upon completion. The Company expects to have expensed approximately $10.8 million of process development, design and engineering costs and approximately $14.9 million in start-up and debugging expense associated with preparing the Sweetheart facility for full-scale production. As of September 30, 2000, the total project cost for this facility upon completion is estimated to be approximately $80 million.
With the benefit of its experience at Sweetheart’s Owings Mills facility and the broad manufacturing experience of its partners, the Company is developing a next generation manufacturing approach that utilizes, as much as possible, commercially available conventional processing equipment. This next generation commercial product set will include bowls, plates, cups and other hinged-lid containers in addition to the Big Mac® container.
The Company’s manufacturing process is comprised of four core operations: mixing, forming, coating and printing. These operations must be integrated in a continuous process through the use of material handling and conveyance systems. The Company is utilizing conventional, commercially available process equipment for mixing, forming and printing that it believes can meet its next generation manufacturing goals. Additionally, the Company has contracted with conventional film thermoforming equipment suppliers to develop a process to apply biodegradable film as a coating for EARTHSHELL Products. Pilot equipment has been built and used to manufacture and coat products such as plates, bowls and trays on a small scale. These products have been used in demonstration projects with the U.S. Department of the Interior and other users to evaluate the performance and customer acceptance of products. Initial trials with conventional commercial scale machinery have also been encouraging. The Company believes it is well positioned to source competitively priced biodegradable films for the middle and higher selling price markets for plates, bowls and cups.
Under the terms of existing and contemplated joint venture agreements, EarthShell and its partners will invest jointly in commercial facilities based on projected economic returns.
The Company is currently in the process of expanding its relationship with Sweetheart. The Company began construction of a new prototype manufacturing line at Sweetheart to produce bowls. The forming section is complete and in final factory performance testing. The trimming, coating, and printing equipment for this line is being tested for acceptance at the original suppliers prior to shipment to the Owings Mills facility. Sweetheart and EarthShell may add additional lines in the future to manufacture plates, cups and hinged-lid containers.
The Company and its other joint venture partners, Huhtamäki Van Leer and Prairie Packaging, do not intend to commit to the next series of commercial plant investments until they have demonstrated, using commercial scale equipment in integrated demonstration lines, that the next generation products can be manufactured at a cost that will produce returns acceptable to both EarthShell and its partners.
Based on its current product costing models, the Company believes its products will be able to compete in the middle and higher selling price market segments at higher profit margins when compared to competitive foodservice disposables. Additional value engineering and a lower total cost of coating will be required to be competitive in lower selling price markets.
Total Research and Development Expenses Total research and development expenditures for the development of EarthShell Products decreased $1.2 million to $20.3 million from $21.5 million for the nine months ended September 30, 2000 compared with the nine months ended September 30, 1999, and decreased $1.9 million to $6.9 million from $8.8 million for the three months ended September 30, 2000 compared to the three months ended September 30, 1999. The Company was billed by EKI for research and development services totaling $6.5 million and $8.0 million for the nine months ended September 30, 2000 and 1999, respectively and $2.0 million and $2.7 million for the three months ended September 30, 2000 and 1999, respectively.
Total General and Administrative Expenses Total general and administrative expenses decreased $4.0 million to $6.4 million from $10.4 million for the nine months ended September 30, 2000 compared to the nine months ended September 30, 1999, and decreased $.5 million to $2.1 million from $2.6 million for the three months ended September 30, 2000 compared to the three months ended September 30, 1999. For the three and nine months ended comparison, there has been a reduction in compensation and benefits related to fewer employees in the 2000 period, particularly at the senior management level, than in the 1999 period. The remaining decrease, when comparing the nine and three months ended September 30, 2000 to the nine and three months ended September 30, 1999, was due to controlling costs in connection with operating a publicly traded-company, such as those related to investor relations and the creation of an annual report.
Depreciation and Amortization Expense Depreciation and amortization expense increased $1.1 million to $4.3 million from $3.2 million for the nine months ended September 30, 2000 compared with the nine months ended September 30, 1999. The increase in depreciation expense was primarily the result of the Company’s commercial manufacturing equipment at Sweetheart’s Owings Mills facility being placed in service after the three months ended March 31, 1999.
Related Party Patent ExpensesLegal fees reimbursed to EKI under the Amended and Restated Agreement for Allocation of Patent Costs with EKI decreased $0.18 million to $0.32 million from $0.50 million for the nine months ended September 30, 2000 compared with the nine months ended September 30, 1999. This cost varies with the number of patents filed, researched and/or abandoned during the period.
Interest Income Interest Income decreased $1.7 million to $1.1 million from $ 2.8 million for the nine months ended September 30, 2000 compared to the nine months ended September 30, 1999. The decrease was a result of less cash invested during the period as cash was used for the Company’s Owings Mills facility and to fund operations.
Cash Flow. The Company’s principal uses of cash for the nine months ended September 30, 2000 was to fund operations and purchase equipment to facilitate the development of manufacturing capacity for EARTHSHELL Products. Net cash used in operations was $25.6 million for the nine months ended September 30, 2000 and $29.9 million for the nine months ended September 30, 1999. Net cash provided by and used in investing activities was $3.7 million and ($8.8) million for the nine months ended September 30, 2000 and 1999, respectively. Net cash provided by and used in financing activities was $4.4 million and ($.023) million for the nine months ended September 30, 2000 and 1999, respectively. As of September 30, 2000 the Company had cash and short-term investments totaling $8.8 million.
The Company expects to spend less than $2 million in capital expenditures for the balance of 2000, related to completing development of Sweetheart’s Owings Mills facility and developing the next generation manufacturing equipment.
Sources of Capital. As part of the Company’s initial public offering on March 27, 1998, the Company issued 10,526,316 shares of its common stock, $.01 par value, for which the Company received net proceeds of $206 million. The Company has used $206 million of the net proceeds through September 30, 2000. A portion of the proceeds was used to repay indebtedness to the majority stockholder of $36.6 million, bank debt of $14.0 million and to pay accrued dividends on the Company’s Series A preferred stock of $9.9 million.
The Company has used the proceeds: (i) for general corporate purposes, including the continued design and development of EARTHSHELL Products and anticipated operating losses; (ii) to complete the development of its first commercial manufacturing capacity at Sweetheart; (iii) to complete the development and construction of its next generation manufacturing lines for demonstration to its licensees or joint ventures; and (iv) to launch an initial public relations and advertising campaign.
On March 31, 2000, the Company filed a Registration Statement on Form S-3 to register 5,000,000 shares of its common stock, which became effective April 19, 2000. On May 3, 2000, the Company signed an agreement with Acqua Wellington North American Equities Fund, LTD (“Acqua Wellington”), pursuant to which EarthShell may, from time to time and in its sole discretion during the 12 months following the date of the agreement, present Acqua Wellington with draw-down notices requiring Acqua Wellington to purchase up to $2,500,000 of EarthShell common stock in respect of each draw-down notice. EarthShell will issue and sell the shares to Acqua Wellington at a per share price equal to the average price of EarthShell common stock over a period of time after the draw-down notice less a discount of 5%. EarthShell may present Acqua Wellington with up to 12 drawdown notices during the term of the agreement. In addition, the agreement gives Acqua Wellington the option to purchase an additional $2.5 million of the Company’s common stock per month for the same twelve months, subject to certain conditions.
On June 2, 2000, the Company issued its first draw-down notice to Acqua Wellington in respect of an aggregate of approximately $2.5 million worth of common stock, and as of June 30, Acqua Wellington had exercised call options to purchase an aggregate of an additional approximately $1.8 million worth of common stock for an aggregate total of $4.3 million worth of draw down and call option exercises during the first draw-down period. In September 2000, the Company issued its second draw down notice, pursuant to which Acqua Wellington purchased $75,000 worth of common stock prior to September 30, 2000.
The Company believes that its existing cash and the financing provided by Acqua Wellington will enable it to continue funding the facility at Sweetheart, proceed with its next generation development and fund its share of design and development of its next commercial facilities over the next nine months.
Not applicable
On August 2, 1999, Novamont S.p.A., an Italian company specializing in the manufacture of a biodegradable plastic resin and products, filed a complaint in the United States District Court for the Northern District of Illinois alleging four counts of infringement of three patents. The Company has analyzed all three patents and believes it has strong meritorious defenses and has been vigorously defending the lawsuit. During calendar 2000, Novamont agreed to dismiss three of the four claims without prejudice. The Company will continue to defend the remaining infringement claim. The Company believes this legal proceeding will not have a material adverse effect on the Company’s financial condition or results of operations. However, the ultimate resolution of this claim is subject to many uncertainties. It is possible that the Company could suffer an adverse determination in this proceeding which could have a material adverse effect on the Company’s financial position, operating results or cash flows when resolved in a future reporting period.
In connection with the Company’s initial public offering (the “IPO”), the Company issued 10,526,316 shares of its common stock, $.01 par value (the “IPO Shares”), on March 27, 1998. The IPO Shares were offered and sold by the underwriters at an initial public offering price of $21.00 per share, resulting in aggregate offering proceeds of $221,052,636. In addition, selling stockholders sold 2,673,684 shares of common stock. Net offering proceeds to the Company were $205,873,995.
As of September 30, 2000, the Company has applied all of the $205.9 million in net offering proceeds from the IPO Shares. During the three months ended September 30, 2000, the Company applied the remaining $5.6 million of such net offering proceeds towards the purchase of manufacturing equipment, for operating costs associated with the demonstration and prototype facility, and for other operating expenses. The Company has received over $10 million in interest income since inception and $4.4 million at September 30, 2000 from sale of common stock to Acqua Wellington.
The cost of the Company’s first manufacturing lines at Sweetheart has exceeded the Company’s initial estimates as discussed in “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.” As a result, although the Company believes that the production from these first three lines will be profitable once they reach full capacity and have been optimized, due to the protracted time delays and additional costs to initially commercialize its first plant, the Company may not realize the full economic potential of the technology with this first facility. The Company intends to demonstrate the performance and manufacturing economies of its next generation manufacturing systems in advance of the next tier of commercial plant investment by building and demonstrating commercial scale pilot modules. The Company has refined its business strategy to utilize joint ventures in which the joint venture partner generally will share equally the cost and operating risks of turnkey equipment lines. The Company believes using joint ventures in which both venturers generally assume equal responsibility and risk, as well as share equally any upside opportunities, better aligns its interests with the interests of its partners while maintaining a favorable return on investment to the Company. As a result of those and other changed circumstances, the actual use of initial public offering proceeds will vary from the anticipated use of proceeds described in the prospectus dated March 23, 1998 in connection with the Company’s IPO (the “Company’s Prospectus”). For example, the Company plans now to use most of the $7.4 million initial public offering proceeds that were shown in the Company’s Prospectus as anticipated to be used for patent enforcement and protection for the development of its next generation manufacturing systems and to fund operations.
Not applicable
None
Not applicable
(a) 27.1 Financial Data Schedule
(b) Reports on Form 8-K
EarthShell filed no reports on Form 8-K during the quarter ended September 30, 2000.
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.
EarthShell Corporation
Date: November 14, 2000 By:_____________________
D. Scott Houston
Chief Financial Officer
(Principal Financial and Accounting Officer
and Duly Authorized Officer)
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