<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended: March 31, 1997
Commission file number 0-23336
ELECTRIC FUEL CORPORATION
------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-4302784
- --------------------------------- --------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
885 Third Avenue, New York, New York 10022 - Suite 2900
----------------------------------------------------------
(Address of Principal Executive Offices)
(Zip Code)
(212) 230-2172
----------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check X 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
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of the issuer's common stock as of
May 14, 1997 was 14,193,661
<PAGE>
ELECTRIC FUEL CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION:
Item 1 - INTERIM FINANCIAL STATEMENTS (UNAUDITED):
-------------------------------------------------
Consolidated Balance Sheets at March 31, 1997
and December 31, 1996 3-4
Consolidated Statements of Operations for the
Three Months Ended March 31, 1997 and 1996 5
Consolidated Statements of Changes in Stockholders'
Equity for the Three Months Ended March 31, 1997 6
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1997 and 1996 7-8
Notes to the Consolidated Financial Statements 9
Item 2 - Management's Discussion and Analysis of
------------------------------------------------
Financial Condition and Results of Operations 10-15
----------------------------------------------
PART II - OTHER INFORMATION
Item 6 - Reports on Form 8-K 16
----------------------------
</TABLE>
Page 2
<PAGE>
ELECTRIC FUEL CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
DECEMBER 31, MARCH 31,
1996 1997
------------ ---------
ASSETS (Audited) (Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $12,662,776 $14,266,834
Marketable debt securities 11,296,382 7,890,320
Accounts receivable:
Trade 399,442 801,088
Other 1,915,628 1,376,938
Inventories 915,032 740,416
----------- -----------
TOTAL CURRENT ASSETS 27,159,260 25,075,596
----------- -----------
INVESTMENTS:
Investee company 35,849 35,849
----------- -----------
FIXED ASSETS:
Cost 8,754,771 8,861,289
Less - accumulated depreciation and amortization 1,451,095 1,681,720
----------- -----------
7,303,676 7,179,569
----------- -----------
OTHER ASSETS AND DEFERRED CHARGES net of
accumulated amortization 23,333 20,826
----------- -----------
----------- -----------
$34,522,118 $32,311,840
=========== ===========
- ------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the Financial Statements.
Page 3
<PAGE>
ELECTRIC FUEL CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION> BALANCE SHEETS
- --------------------------------------------------------------------------------------------------------
DECEMBER 31, MARCH 31,
1996 1997
---------------- ---------------
(Audited) (Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accruals:
Trade $ 1,079,284 $ 836,456
Other 3,505,594 3,589,341
Advances from Customers 926,599 1,101,658
----------- -----------
TOTAL CURRENT LIABILITIES 5,511,477 5,527,455
LIABILITY FOR EMPLOYEE RIGHTS UPON RETIREMENT
net of amount funded 1,141,030 1,363,950
----------- -----------
TOTAL LIABILITIES 6,652,507 6,891,405
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock - $0.01 par value; authorized - 28,000,000 shares;
issued -14,257,508 shares as of December 31, 1996 and 14,265,961 as
of March 31, 1997; outstanding -14,185,208 shares as of December 31,
1996 and 14,193,661 as of March 31, 1997 142,575 142,660
Preferred stock - $0.01 par value; authorized - 1,000,000 shares, no
shares outstanding
Additional paid-in capital 57,341,451 57,383,979
Accumulated deficit (26,890,958) (29,343,908)
Unrealized gain on available-for-sale securities 3,157
Treasury stock, at cost (common stock - 72,300 shares as
of December 31, 1996 and 1997) (456,394) (456,394)
Notes receivable from stockholders (2,270,220) (2,305,902)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 27,869,611 25,420,435
----------- -----------
----------- -----------
$34,522,118 $32,311,840
=========== ===========
</TABLE>
The accompanying notes are an integral part of the Financial Statements.
Page 4
<PAGE>
ELECTRIC FUEL CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
THREE MONTHS ENDED MARCH 31,
-----------------------------------
1996 1997
-------------- --------------
<S> <C> <C>
REVENUES $ 1,265,855 $ 1,023,972
RESEARCH AND DEVELOPMENT EXPENSES
AND COST OF REVENUES
Expenses incurred 3,749,647 2,746,918
Less - royalty-bearing grants
-------------- --------------
3,749,647 2,746,918
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 627,922 927,008
-------------- --------------
4,377,569 3,673,926
-------------- --------------
OPERATING LOSS (3,111,714) (2,649,954)
FINANCIAL INCOME - NET 130,033 197,004
-------------- --------------
LOSS BEFORE TAXES ON INCOME (2,981,681) (2,452,950)
TAXES ON INCOME 14,740
-------------- --------------
LOSS FOR THE PERIOD (2,996,421) (2,452,950)
============== ==============
LOSS PER SHARE $ (0.28) $ (0.18)
============== ==============
SHARES OUTSTANDING 10,757,815 13,707,505
============== ==============
- -------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the Financial Statements.
Page 5
<PAGE>
ELECTRIC FUEL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
UNREALIZED GAIN
COMMON STOCK ADDITIONAL PAID-IN ACCUMULATED ON AVAILABLE-FOR-SALE
SHARES AMOUNT CAPITAL DEFICIT SECURITIES
------------- ------------- ------------------ -------------- ---------------------
<S> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1997 14,257,508 $142,575 $57,341,451 $(26,890,958) $3,157
CHANGES DURING THE THREE MONTH
PERIOD ENDED MARCH 31, 1997:
Shares issued in connection
with the exercise of option 8,453 85 6,846
Accrued Interest on notes
receivable from stockholders 35,682
Realization of gain on
available-for-sale securities (3,157)
Loss (2,452,950)
---------- -------- ----------- ------------ -------
BALANCE AT MARCH 31, 1997 14,265,961 $142,660 $57,383,979 $(29,343,908) $0
========== ======== =========== ============ ======
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
TREASURY NOTES RECEIVABLE FROM
STOCK SHAREHOLDERS TOTAL
-------- ---------------------- ------------
<S> <C> <C> <C>
BALANCE AT JANUARY 1, 1997 $(456,394) $(2,270,220) $27,869,611
CHANGES DURING THE THREE MONTH
PERIOD ENDED MARCH 31, 1997:
Shares issued in connection
with the exercise of option 6,931
Accrued Interest on notes
receivable from stockholders (35,682) 0
Realization of gain on
available-for-sale securities (3,157)
Loss (2,452,950)
--------- ----------- -----------
BALANCE AT MARCH 31, 1997 $(456,394) $(2,305,902) $25,420,435
========= =========== ===========
</TABLE>
The accompanying notes are an integral part of the Financial Statements.
Page 6
<PAGE>
ELECTRIC FUEL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
THREE MONTHS ENDED
MARCH 31,
--------------------------
1996 1997
--------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
LOSS FOR THE PERIOD $(2,996,421) $(2,452,950)
ADJUSTMENTS REQUIRED TO RECONCILE LOSS TO NET CASH USED
IN OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 209,820 233,132
LOSS (GAIN) FROM MARKETABLE DEBT SECURITIES 15,840 (42,095)
CAPITAL LOSS FROM DISPOSAL OF FIXED ASSETS 777
LIABILITY FOR EMPLOYEE RIGHTS UPON RETIREMENT - NET 93,427 222,920
INTEREST ACCRUED ON NOTES AND LOAN TO STOCKHOLDERS (20,000)
CHANGES IN OPERATING ASSET AND LIABILITY ITEMS:
DECREASE IN ACCOUNTS RECEIVABLE 501,855 107,044
DECREASE IN INVENTORIES 167,231 174,616
DECREASE IN ACCOUNTS PAYABLE AND ACCRUALS (1,084,660) (159,081)
INCREASE (DECREASE) IN ADVANCES FROM CUSTOMERS (895,466) 175,059
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES $ (4,007,597) $ (1,741,355)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
PURCHASE OF FIXED ASSETS (897,733) (106,518)
PROCEEDS FROM DISPOSAL OF FIXED ASSETS 1,371
PROCEEDS FROM SALE AND REDEMPTION OF MARKETABLE
DEBT SECURITIES 1,037,000 3,445,000
------------ ------------
NET CASH PROVIDED BY INVESTING ACTIVITIES $ 140,638 $ 3,338,482
------------ ------------
------------ ------------
FORWARD $ (3,866,959) $ 1,597,127
------------ ------------
</TABLE>
The Accompanying notes are an integral part of the Financial Statements.
Page 7
<PAGE>
ELECTRIC FUEL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------
1996 1997
----------- ------------
<S> <C> <C>
FORWARD $(3,866,959) $ 1,597,127
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
ISSUE OF SHARE CAPITAL (INCLUDING ADDITIONAL PAID IN CAPITAL),
NET OF OFFERING EXPENSES 21,604,620
PROCEEDS FROM EXERCISE OF OPTIONS 6,931
----------- ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 21,604,620 6,931
----------- ------------
INCREASE IN CASH AND CASH EQUIVALENTS 17,737,661 1,604,058
BALANCE OF CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 5,364,867 12,662,776
----------- ------------
BALANCE OF CASH AND CASH EQUIVALENTS AT END OF
PERIOD $23,102,528 $ 14,266,834
=========== ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - CASH PAID DURING THE PERIOD FOR:
INTEREST $ 618 $ 66
=========== ============
ADVANCES TO INCOME TAX AUTHORITIES $ 73,295 $ 4,165
=========== ============
</TABLE>
The Accompanying notes are an integral part of the Financial Statements.
Page 8
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
1. The interim financial statements of Electric Fuel Corporation (the
"Company") reflect all adjustments, consisting only of normal recurring
accruals, which are, in the opinion of the Company's management, necessary
for a fair statement of results for the periods presented. Operating revenue
and expenses for any interim period are not necessarily indicative of
results for a full year.
For the purpose of these interim financial statements, certain information
and disclosures normally included in the financial statements have been
condensed or omitted. These unaudited statements should be read in
conjunction with the audited financial statements and notes thereto for the
year ended December 31, 1996.
Page 9
<PAGE>
ELECTRIC FUEL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto appearing elsewhere in this Quarterly
Report. Amounts reported here have been rounded to the nearest thousand, unless
such amounts are more than 1.0 million, in which even such amounts have been
rounded to the nearest hundred thousand.
Forward-Looking Statements
When used in this discussion, the words "believes," "anticipated" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties which could cause actual results
to differ materially from those projected. See "Important Factors Regarding
Forward-Looking Statements" attached as Exhibit 99.1 to the Company's Annual
Report for the year ended December 31, 1996 on Form 10-K and incorporated herein
by reference. Readers are cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date hereof. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
RECENT DEVELOPMENTS
DEUTSCHE POST AG ("DEUTSCHE POST")
In May 1995, a Field Test managed by the German postal service commenced in
which the Electric Fuel System would be tested by Deutsche Post and by certain
other fleet operators in vehicles powered by the Electric Fuel battery in
regular mail delivery operations in Bremen, Germany and Sweden (the "Field
Test").
In November 1996, Field Test drives were temporarily suspended following a fire
in a Mercedes-Benz MB410 in Sweden. The vehicle suffered only moderate damage
to its undersection. To investigate the incident, the Deutsche Post
Commissioned the TUV, the German testing and standards institute. The TUV
report stated that the cause of the fire was due to an external short circuit
outside the battery blocks. The battery blocks themselves did not catch fire or
explode. Subsequently the TUV required design changes, primarily in the
materials used in the battery casings, and the electric connector to the battery
casings. These changes have now been incorporated into the Electric Fuel
battery by the Company, and existing batteries are being upgraded. In the first
quarter of 1997, an upgraded battery was approved for use by TUV in limited
drives in Germany. The completion of the certification process, is expected to
occur during the second quarter of 1997.
Page 10
<PAGE>
To date, the costs of the Field Test incurred by the Company have exceeded the
related program budgeted amounts by more than 20%, and the Company, pursuant to
the terms of the Field Test Partners Agreement, entered into discussions to
obtain additional funding from the Deutsche Post. In the fourth quarter of
1996, the Deutsche Post requested that the Company refund the sum of
approximately DM 1.8 million (approximately $1.1 million) representing milestone
payments on account of Opel batteries, which are the subject of a dispute
between the Deutsche Post and the Company. The advances were made in accordance
with mutually agreed contractual milestones, previously acknowledged by the
Deutsche Post as having been achieved, and therefore the Company does not
believe that it is required to refund any of the payments. However, until the
resolution of this issue, the Company has eliminated the payments from its
budgeted Field Test revenues, in addition to other anticipated revenues related
to the supply of the Opel batteries.
In May 1997, a Letter of Intent was approved by the Boards of each of the
Company and Deutsche Post in which the Company and Deutsche Post agreed to enter
into negotiations on the establishment of a joint venture entity that would
provide the necessary financial and technological resources in order to continue
to develop and successfully commercialize the Electric Fuel System in certain
European regions. Pursuant to the Letter of Intent, the parties have agreed to
negotiate a definitive agreement by September 30, 1997. The Letter of Intent
does not resolve the funding problems associated with the Field Test, which
would only be resolved during the course of, or subsequent to, the negotiations
on the joint venture. In addition, the Company expects to resolve the dispute
with respect to the Opel refund as part of these negotiations. It is anticipated
that following a definitive agreement, the Field Test program would be modified
and that the joint venture entity would succeed to certain rights and
obligations of the Company with respect to the Field Test. Accordingly, the
Company anticipates that only a limited number of vehicles will continue to be
tested through the third quarter of 1997. There can be no assurance that a
definitive agreement will be reached. In the event a definitive agreement is not
reached by September 30, 1997, the Letter of Intent will automatically terminate
(unless extended by the parties). Both the Deutsche Post and the Company have
indicated that they may decide not to continue the Field Test after this date if
no definitive agreement is reached.
VATTENFALL AB ("VATTENFALL")
In April 1997 the Company completed a preliminary agreement with Vattenfall, the
largest Swedish utility company, under which Vattenfall exercised its right for
a license to establish and operate the Electric Fuel infrastructure for the
territory of Sweden, Denmark, Norway, Finland and St. Petersburg, Russia (the
"Territory").
Subject to certain terms and conditions, the agreement runs for 25 years and
allows Vattenfall, for certain payments and other considerations to Electric
Fuel, the exclusive right to commercialize the Electric Fuel System for electric
vehicles in the Territory. Vattenfall has the exclusive right to own and operate
regeneration plants, to run and
Page 11
<PAGE>
operate refueling and battery exchange stations, and to distribute Electric Fuel
batteries in the Territory. In addition, Vattenfall has agreed to build and
operate a 250 kg/h Electric Fuel regeneration plant in Stockholm as part of a
two year demonstration program.
The agreement is subject to negotiation and execution of a definitive license
agreement which is expected to be signed by the end of the second quarter.
RESULTS OF OPERATIONS:
THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 1996
REVENUES:
Revenues for the first quarter of 1997 totaled $1,024,000 compared with
$1,266,000 in the comparable period in 1996, a decrease of $242,000. Revenues
for the first quarter of 1997, were principally derived from activities relating
to the Deutsche Post Field Test program. The balance of the revenues in
connection with the Field Test is expected to be recognized during 1997.
Revenues from the Field Test are expected, however, to decrease in 1997 as the
Field Test revenues were primarily recognized in earlier years. Additionally,
the Company continued to recognize revenues from Phase 2 of its agreement with
STN Atlas Electronic GmbH ("STN") to develop a high power zinc oxygen battery
for torpedoes. The Company also recognized revenues from the sale of batteries
to Edison Termoelettrica, SpA ("Edison"). First quarter 1996 revenues were
principally derived from activities relating to the Field Test. Additionally,
the Company recognized revenues from Phase I of its agreement with STN during
this period.
EXPENSES:
Research and development expenses and cost of revenues for the first quarter of
1997 were $2,747,000 compared with $3,750,000 for the first quarter of 1996.
The Company believes that, given the Company's stage of development, it is not,
at this time, meaningful to distinguish between R&D expenses and cost of
revenues. The decrease in expenses of $1,003,000 from the first quarter of 1996
is principally attributable to a reduction of certain expenses in connection
with the Deutsche Post Field Test, particularly the costs of the regeneration
plant in Bremen and battery production costs. This overall reduction was
partially offset by increases in the costs associated with the operation of the
Company's production and development facilities in Israel and in Bremen,
Germany; and increased personnel costs relating to the foregoing. With regard
to the Company's R&D program, since the Company's 1997 grant application has not
yet been approved by the Research Committee of the Office of the Chief Scientist
of the Ministry of Industry and Trade, no royalty bearing grants have been
recognized in the first quarter of 1997. During the first quarter of 1996, no
royalty bearing grants were recognized, as the 1996 application was not approved
until the third quarter of 1996. Expenses related to the Field Test are
expected to continue through most of 1997 as the Company continues to operate
the Bremen regeneration
Page 12
<PAGE>
plant, and service the Field Test vehicles. Field Test expenses have exceeded,
and are expected to continue to exceed, any expected revenues related thereto.
Since the plant is currently dedicated to the Field Test, the cost of the plant
(net of anticipated residual value) is reflected as a current expense.
The provision for anticipated program losses previously recorded by the Company
reflects the program losses currently estimated by management and accordingly no
increase to the provision was recorded in the first quarter of 1997. In the
future, however, the provision may be increased to reflect any revised estimates
of project costs. The balance of the provision for the uncompleted portions of
the program amounts to $2.2 million as at March 31, 1997. The overall provision
includes cost estimates based on the Company's production experience to date for
the supply of batteries and battery-vehicle interface equipment, the estimated
service expenses for the Field Test fleet and costs related to the 100 kg/hour
regeneration plant in Bremen, Germany which is supporting the Field Text
vehicles in service at March 1997.
Selling, general and administrative expenses for the first quarter of 1997 were
$927,000 vs. $628,000 in the first quarter of 1996. This increase was primarily
attributable to increased salaries, fees and allocated overhead expenses with
respect to the Company's activities, and increased severance accruals resulting
from annual cost of living increases to certain named executive officers. The
Company expects further increases in selling, general and administrative
expenses, particularly with respect to marketing expenses, as the Company
expands the geographic scope of its activities including the United States,
Scandinavia and the Far East.
LIQUIDITY AND CAPITAL RESOURCES
Total consideration to the Company, under its current contractual arrangements,
for the batteries, equipment and services to be supplied in connection with the
Field Test (including DM 1.0 million from Vattenfall) is expected to be DM 22.0
million (approximately $14.8 million), less a contribution to the costs of the
Field Test by the Company of DM 7.0 million (approximately $4.7 million),
leaving a net balance of approximately DM 15.0 million (approximately $10.1
million). However, in connection with the Company's discussions with the
Deutsche Post with respect to the Opel batteries (see above), the Company has
reduced anticipated revenues related to the supply of batteries from its
budgeted Field Test revenues, resulting in a reduction of anticipated net
project revenues to DM 12.2 million (approximately $8.2 million). The Company
has recognized to date approximately 83% of the Field Test revenues. The
remaining revenues and expenses related to the Field Test are expected to be
recognized during 1997.
The Company expects that, in connection with its ongoing efforts in the
engineering and commercialization of the Electric Fuel System, the Company's
research and development, operational and selling, general and administrative
expenses will continue to increase.
Page 13
<PAGE>
The Company used available funds in the first three months of 1997 primarily for
continued research and development expenditures, the advancement of its
commitments with regard to the Field Test, and other working capital needs. The
Company increased its investment in fixed assets by $100,000 to $8.9 million
during the three months ended March 31, 1997. Fixed assets include $3.1 million
related to the value of the Bremen facility after its use in the Field Test,
based on construction costs to date. The Company currently anticipates that the
total residual value of the Bremen facility will be approximately $3.3 million.
The Company presently has a line of credit with the First International Bank of
Israel Ltd. ("FIBI") (the "Credit Facility"). Borrowings under that Credit
Facility bear interest at FIBI's prime rate +2% per annum, are unconditionally
guaranteed by Electric Fuel Corporation ("EFC") and are secured by a pledge of
foreign currency deposits in the amount of NIS 750,000 (approximately $223,000).
Additionally the Credit Facility imposes financial and other covenants on EFC
and EFL and presently expires on July 31, 1997, at which time the Credit
Facility will be reviewed for renewal by FIBI. The Credit Facility provides EFL
with a line of credit in the maximum principal amount of NIS 3.8 million
(approximately $1.1 million), which is expected to be used as credit support for
various obligations of the Company, and enables EFL to enter into up to U.S.
$4.0 million in currency hedging forward contracts with a 5% collateral
requirement. As of March 31, 1997 the bank had issued letters of credit and
bank guarantees totaling approximately $176,000. At the present time, the
Company is not engaged in any hedging activities.
The Company has no long term debt outstanding and expects that its cash flow
from operations, together with present cash reserves and amounts available under
the Credit Facility, will be sufficient to fund the Company's projected
activities through the second quarter of 1998. While the Company is negotiating
expanding the relationship with Deutsche Post for continued development and
commercialization of the Electric Fuel System, as well as for additional funding
to support the Field Test, there can be no assurance that the Company will be
successful in its negotiations or be able to obtain any such funding. Moreover,
if the Field Test is successful and Deutsche Post, or any other participant in
the Field Test, begins to convert all or a portion of their fleets to the
Electric Fuel System, the Company could be required to produce batteries in
increased quantities as well as to construct new regeneration and refueling
facilities or expand its existing facility to commercial capacity. Additional
strategic alliances may also require the establishment or expansion of
facilities in Israel or elsewhere. In addition, the Company may determine that
it should invest in certain programs, such as additional electric vehicle
demonstration programs, which it believes will advance the development and
commercialization of the Electric Fuel System. The Company has also begun to
use its resources to research and develop other applications exploiting its
proprietary technology including batteries for portable electronic devices.
Accordingly, the Company may be required to seek additional funding or pursue
other options, such as joint ventures with Field Test partners or others, during
this period.
Page 14
<PAGE>
The Company continues to consider financing alternatives when presented and, if
financing becomes available on satisfactory terms, including price, the Company
may obtain additional funding, including through the issuance of equity
securities.
Page 15
<PAGE>
PART II
Item 6
(b) No reports on Form 8-K were filed during the first quarter of 1997.
Page 16
<PAGE>
- --------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ELECTRIC FUEL CORPORATION
(Registrant)
By: /s/ Robert S. Ehrlich
------------------------------
Name: Robert S. Ehrlich
Title: Chairman of the Board and
Chief Financial Officer
Dated: May 14, 1997
Page 17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 14,266,834
<SECURITIES> 7,890,320
<RECEIVABLES> 801,088
<ALLOWANCES> 0
<INVENTORY> 740,416
<CURRENT-ASSETS> 25,075,596
<PP&E> 8,861,289
<DEPRECIATION> 1,681,720
<TOTAL-ASSETS> 32,311,840
<CURRENT-LIABILITIES> 5,527,455
<BONDS> 0
0
0
<COMMON> 142,660
<OTHER-SE> 25,277,775
<TOTAL-LIABILITY-AND-EQUITY> 32,311,840
<SALES> 0
<TOTAL-REVENUES> 1,023,972
<CGS> 0
<TOTAL-COSTS> 2,746,918<F1>
<OTHER-EXPENSES> 0<F1>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (197,004)
<INCOME-PRETAX> (2,452,950)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,452,950)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,452,950)
<EPS-PRIMARY> (0.18)
<EPS-DILUTED> (0.18)
<FN>
<F1>Total costs includes research and development expenses and cost of revenues.
Because of the nature of the company's operations, management is of the opinion
that it is not meaningful to segregate these costs.
</FN>
</TABLE>
