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 |
| For the quarterly period ended: June 30, 2003 | |
|
OR |
|
| [ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from: _____________ to ________________ | |
| Commission File Number: 001-14919 |
EVERCEL,
INC.
(Exact Name of
Registrant as Specified in Its Charter)
|
DELAWARE |
06-1528142 |
|
|
(State or Other
Jurisdiction |
(I.R.S. Employer |
5 POND PARK ROAD
HINGHAM,
MASSACHUSETTS 02043
(781) 741-8800
(Address, Including
Zip Code, and Telephone Number,
Including Area Code,
of Registrant's Principal Executive Offices)
- ------------------------------
GARRY A. PRIME,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EVERCEL, INC.
5 POND PARK ROAD
HINGHAM,
MASSACHUSETTS 02043
(781) 741-8800
(Name, Address
Including Zip Code, and Telephone Number,
Including Area Code,
of Agent For Service)
Securities registered
pursuant to Section 12(b) of the Act:
None
Securities registered
pursuant to Section 12(g) of the Act:
Common Stock, $.01
par value per share
(Title of class)
Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Section 13 or 15(d) of 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, par value $.01 as of July 20, 2003 was 10,435,260.
EVERCEL, INC.
FORM
10-Q
INDEX
| PART 1 - | FINANCIAL INFORMATION |
| Item 1. | Unaudited Financial Statements |
| Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002 |
|
| Consolidated
Statements of Operations for the three months ended June 30, 2003 and June 30, 2002 |
|
|
Consolidated Statements of
Operations |
|
| Consolidated
Statements of Cash Flows for the six months ended June 30, 2003 and June 30, 2002 |
|
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
| Item 4. | Controls and Procedures |
| Item 5 | Annual Meeting |
| PART II - | OTHER INFORMATION |
| Item 6. | Exhibits and Reports on Form 8-K |
| SIGNATURES |
2
EVERCEL, INC. AND
SUBSIDIARY
CONSOLIDATED BALANCE
SHEETS
(Dollars in
thousands, except per share amounts)
(Unaudited)
|
|
|
June 30, |
December 31, |
||
|
ASSETS |
|
2003 |
2002 |
||
|
Current assets: |
|||||
|
Cash and cash equivalents |
$ |
6,183 |
$ |
10,377 |
|
|
Accounts receivable |
74 |
172 |
|||
|
Inventories |
582 |
728 |
|||
|
Other current assets |
517 |
520 |
|||
|
Total current assets |
7,356 |
11,797 |
|||
|
Property, plant and equipment, net |
1,215 |
1,312 |
|||
|
Other assets, net |
2,776 |
2,977 |
|||
|
Goodwill |
342 |
- |
|||
| TOTAL ASSETS | $ |
11,689
|
$ |
16,086
|
|
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | $ | 116 | $ 142 | ||
| Accrued liabilities | 241 | 470 | |||
| Total current liabilities | 357 |
612 |
|||
| Other non-current liabilities | 21 | 44 | |||
| Note payable | 2,361 |
|
|||
| Minority interest | - | 5,005 | |||
| Total liabilities | 2,739 | 5,661 | |||
| Shareholders' equity: | |||||
|
Preferred Stock ($0.01 par value); 1,000,000 shares authorized: 214,839 and 210,029 issued and outstanding at June 30, 2003 and December 31, 2002, respectively (with cumulative dividends at 8%). |
2 |
2 |
|||
|
Common Stock ($0.01 par value); 30,000,000 shares authorized: 10,435,260 and 10,422,156 issued and outstanding at June 30, 2003 and December 31, 2002, respectively. |
104 | 104 | |||
|
Additional paid-in-capital |
58,225 | 58,225 | |||
|
Accumulated other comprehensive income |
1 | - | |||
| Accumulated deficit | (49,382) | (47,906) | |||
| Total shareholders' equity | 8,950 | 10,425 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
11,689
|
16,086
|
|||
See condensed notes to consolidated financial statements.
3
EVERCEL, INC. AND
SUBSIDIARY
STATEMENTS OF
OPERATIONS
(Dollars in
thousands, except per share amounts)
(Unaudited)
|
|
Three Months Ended |
||
|
|
June 30, |
June 30, |
|
|
|
2003 |
2002 |
|
|
Revenues |
$ 59 |
$ 19 |
|
|
Cost and expenses: |
|||
|
Cost of revenues |
193 |
102 |
|
|
Administrative and selling expenses |
588 |
598 |
|
|
Research and development |
45 |
37 |
|
|
Total operating costs and expenses |
826 |
737 |
|
|
Loss from operations |
(767) |
(718) |
|
|
Interest income, net |
5 |
67 |
|
|
Other income (expense), net |
(2) |
3 |
|
|
Minority interest |
- |
52 |
|
|
Loss before income taxes |
(764) |
(596) |
|
|
Income tax expense (benefit) |
- |
- |
|
|
Net loss |
(764) |
(596) |
|
|
Preferred stock dividends |
(105) |
(95) |
|
|
Net loss - common shareholders |
$ (869) |
$ (691) |
|
|
Basic and diluted loss per share |
$ (.08) |
$ (.06) |
|
|
Basic and diluted shares outstanding |
10,435 |
10,404 |
|
See condensed notes to consolidated financial statements.
4
EVERCEL, INC. AND SUBSIDIARY
STATEMENTS OF
OPERATIONS
(Dollars in
thousands, except per share amounts)
(Unaudited)
|
|
Six Months Ended |
||
|
|
June 30, |
June 30, |
|
|
|
2003 |
2002 |
|
|
Revenues |
$ 148 |
$ 171 |
|
|
Cost and expenses: |
|||
|
Cost of revenues |
397 |
250 |
|
|
Administrative and selling expenses |
1,186 |
1,224 |
|
|
Research and development |
57 |
118 |
|
|
Total operating costs and expenses |
1,640 |
1,592 |
|
|
Loss from operations |
(1,492) |
(1,421) |
|
|
Interest income, net |
25 |
111 |
|
|
Other income (expense), net |
(9) |
37 |
|
|
Loss attributable to minority interest |
- |
135 |
|
|
Loss before income taxes |
(1,476) |
(1,138) |
|
|
Income tax expense (benefit) |
- |
- |
|
|
Net loss |
(1,476) |
(1,138) |
|
|
Preferred stock dividends |
(210) |
(190) |
|
|
Net loss - common shareholders |
$ (1,686) |
$ (1,328) |
|
|
Basic and diluted loss per share |
$ (0.16) |
$ (0.12) |
|
|
Basic and diluted shares outstanding |
10,435 |
10,397 |
|
See condensed notes to consolidated financial statements.
5
EVERCEL, INC. AND
SUBSIDIARY
STATEMENTS OF CASH
FLOWS
(Dollars in
thousands)
(Unaudited)
|
|
|
Six Months Ended |
||
|
|
June 30, |
|
June 30, |
|
|
|
|
2003 |
|
2002 |
|
Cash flows from operating activities: |
||||
|
Net loss |
$ (1,476) |
$ (1,138) |
||
|
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
|
Depreciation and amortization |
247 |
195 |
||
|
Minority interest |
- |
(135) |
||
|
(Increase) decrease in operating assets: |
||||
|
Accounts receivable |
97 |
(89) |
||
|
Inventories |
147 |
(311) |
||
|
Other current assets |
4 |
(343) |
||
|
Increase (decrease) in operating liabilities: |
||||
|
Accounts payable |
(26) |
34 |
||
|
Accrued liabilities |
(230) |
(2,045) |
||
|
Other long term assets and liabilities |
97 |
210 |
||
|
Net cash used in operating activities |
(1,140) |
(3,622) |
||
|
|
||||
|
Cash flows from investing activities: |
||||
|
Capital expenditures |
(54) |
(280) |
||
|
Acquisition of minority interest in JV |
(3,000) |
- |
||
|
Net cash used in investing activities |
(3,054) |
(280) |
||
|
|
||||
|
Cash flows from financing activities: |
||||
|
Net proceeds from common stock issued |
- |
21 |
||
|
Net cash provided by financing activities |
- |
21 | ||