UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2005
|_| TRANSITION REPORT PURSUANT SECTION 13 OR 15 (d)
OF SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ______to_________
Commission File Number 333-13287
EARTHSHELL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-0322379
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1301 York Road, Suite 200, Lutherville, MD 21093
(Address of principal executive office) (Zip Code)
(410)847-9420
(Registrant's telephone number, including area code)
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 |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes |X| No |_|
The number of shares outstanding of the Registrant's Common Stock as of May 16,
2005 is 18,435,452.
EARTHSHELL CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2004
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements Page
a) Condensed Consolidated Balance Sheets as of March 31,
2005 (unaudited) and December 31, 2004 ....................... 3
b) Condensed Consolidated Statements of Operations for the
three months ended March 31, 2005 and March 31,
2004 (unaudited) ............................................. 4
c) Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2005 and March 31,
2005 (unaudited) ............................................. 5
d) Notes to Condensed Consolidated Financial Statements
(unaudited) .................................................. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .......................... 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk.... 10
Item 4. Controls and Procedures ...................................... 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................. 11
Item 2. Changes in Securities, Use of Proceeds and Issuer
Purchases of Equity Securities................................ 12
Item 3. Defaults Upon Senior Securities............................... 12
Item 4. Submission of Matters to a Vote of Security Holders........... 12
Item 5. Other Information............................................. 12
Item 6. Exhibits ..................................................... 12
SIGNATURE.................................................................. 12
EXPLANATORY NOTE
EarthShell Corporation (the "Company") is filing this Amendment No.1 on
Form 10-Q/A (this "Amendment") to the Company's Quartery Report on Form 10-Q for
the quarter ended March 31, 2005 to make certain corrections to the Company's
Form 10-Q filed with the Securities and Exchange Commission on May 16, 2005, as
follows:
|X| To move the line item Gain on Sale of Equipment up into the Operating Loss
section of the Company's operating statement.
|X| To correct certain date references in Management's Discussion and Analysis
under the section entitled Liquidity and Capital Resources. Under the
subsection entitled Capital Expenditures, the reference to 2004 is changed
to 2005. Under the subsection entitled Off Balance Sheet Arrangements, the
disclosure is as of March 31, 2005.
|X| To provide additional disclosure to Item 4: Controls and Procedures with
regard to material weaknesses and the steps being taken to remediate these
weaknesses.
|X| To update the certifications contained in this report.
2
EARTHSHELL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
2005 2004
------------- -------------
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents ................ $ 327,858 $ 272,371
Prepaid expenses and other current assets 143,085 201,467
------------- -------------
Total current assets ................ 470,943 473,838
PROPERTY AND EQUIPMENT, NET .................... 8,199 9,037
EQUIPMENT HELD FOR SALE ........................ 1 1
------------- -------------
TOTALS ......................................... $ 479,143 $ 482,876
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses .... $ 3,910,552 $ 3,899,526
Short-term notes payable to related party 1,000 --
Current portion of settlements ........... 304,888 313,743
Current portion of deferred revenues ..... 550,000 300,000
Contingent settlement .................... 2,375,000 2,375,000
Note payable ............................. 880,573 --
Payable to a related party ............... 875,000 875,000
------------- -------------
Total current liabilities ..... 8,897,013 7,763,269
LONG-TERM PORTION OF DEFERRED REVENUES ......... 987,500 1,062,500
OTHER LONG-TERM LIABILITIES .................... 328,120 412,192
------------- -------------
Total liabilities ................... 10,212,633 9,237,961
STOCKHOLDERS' DEFICIT
Preferred Stock, $.01 par value, 10,000,000 shares authorized; 9,170,000 Series
A shares designated: no shares issued and outstanding as March 31, 2005 and
December 31 2004
Common Stock, $.01 par value, 40,000,000 shares authorized: 18,391,065 and
18,234,615 shares issued and outstanding as of March 31, 2005 and December 31
2004, respectively............................ 183,911 182,346
Additional paid-in common capital .............. 313,283,689 313,196,905
Accumulated deficit (322,685,339) (321,607,782)
Less note receivable for stock ................. (475,000) (500,000)
Accumulated other comprehensive loss ........... (40,751) (26,554)
------------- -------------
Total stockholders' deficit .............. (9,733,490) (8,755,085)
------------- -------------
TOTALS ......................................... $ 479,143 $ 482,876
============= =============
See Notes to Condensed Consolidated Financial Statements.
3
EARTHSHELL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE
THREE MONTHS
ENDED MARCH 31,
----------------------------
2005 2004
------------ ------------
Revenues ............................................ $ 75,000 $ --
Operating Expenses
Related party research and development .......... -- 300,000
Other research and development expenses ......... 103,595 222,538
Related party general and administrative expenses 578 --
Other general and administrative expenses ....... 1,032,313 1,173,855
Depreciation and amortization ................... 837 27,341
Gain on sales of property and equipment ......... (7,105) --
------------ ------------
Total operating expenses .................... 1,130,218 1,723,734
Operating Loss ...................................... 1,055,218 1,723,734
Other (Income) Expense
Interest income ................................. (478) (1,234)
Related party interest expense .................. 556 134,182
Other interest expense .......................... 21,461 209,375
------------ ------------
Loss Before Income Taxes ............................ 1,076,757 2,066,057
Income taxes ........................................ 800 800
------------ ------------
Net Loss ............................................ $ 1,077,557 $ 2,066,857
============ ============
Basic and Diluted Loss Per Common Share ............. $ 0.06 $ 0.15
Weighted Average Number of Common Shares ............ 18,250,260 14,128,966
See Notes to Condensed Consolidated Financial Statements.
4
EARTHSHELL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
--------------------------
2005 2004
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ................................................................. $(1,077,557) $(2,066,857)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization .......................................... 838 27,341
Amortization and accretion of debenture issue costs .................... 5,922 199,034
(Gain) Loss on sale, disposal, or impairment of property and equipment . (7,105) --
Deferred revenues ...................................................... 175,000
Other non-cash expense items ........................................... (89,354) (7,691)
Changes in operating assets and liabilities
Prepaid expenses and other current assets .............................. 58,382 182,608
Accounts payable and accrued expenses .................................. 90,869 25,248
Payables to related party .............................................. -- 408,889
Other long-term liabilities ............................................ 485 (12,500)
----------- -----------
Net cash used in operating activities ............................... (842,520) (1,243,928)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of property and equipment ............................ 7,105 --
----------- -----------
Net cash provided by investing activities ........................... 7,105 --
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock ................................... 25,000 --
Proceeds from issuance of notes payable to related party ................. 251,000
Repayment of notes payable to related party .............................. (250,000)
Principal payments on settlements ........................................ (93,412)
Proceeds from issuance of note payable ................................... 1,150,000
Note payable issuance costs .............................................. (187,000)
----------- -----------
Net cash provided by financing activities ........................... 895,588 --
----------- -----------
Effect of exchange rate changes on cash and cash equivalents ............. (4,686) (3,275)
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ......................... 55,487 (1,247,203)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ........................... 272,371 1,901,639
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD ................................. $ 327,858 $ 654,436
=========== ===========
THREEE MONTHS ENDED
MARCH 31,
-----------------------
2005 2004
---------- ----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for
Income taxes ............................... $ 800 $ --
Interest ................................... $ 3,657 $ 1,256
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
In March of 2005, in consideration for a loan guarantee, the Company issued
warrants to purchase 65,000 shares of common stock of the Company at an exercise
price of $3.00 per share. The warrant expires on March 23, 2008.
Also in March of 2005, in consideration for consulting services rendered in
connection with the Company obtaining financing, the Company issued a warrant
for 80,000 shares of common stock of the Company at an exercise price of $3.00
per share. The warrant expires on March 23, 2008.
See Notes to Condensed Consolidated Financial Statements.
5
EARTHSHELL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2005
OVERVIEW OF OPERATIONS
Organized in November 1992 as a Delaware corporation, EarthShell Corporation
(the "Company") is engaged in the commercialization of composite material
technology for the manufacture of foodservice disposable packaging designed with
the environment in mind. EarthShell Packaging(R) is based on patented composite
material technology (collectively, the "EarthShell Technology"), licensed on an
exclusive, worldwide basis from E. Khashoggi Industries LLC and its wholly owned
subsidiaries.
The EarthShell Technology has been developed over many years in consultation
with leading material scientists and environmental experts to reduce the
environmental burdens of foodservice disposable packaging through the careful
selection of raw materials, processes, and suppliers. EarthShell Packaging(R),
including hinged-lid sandwich containers, plates, bowls, foodservice wraps, and
cups, is primarily made from commonly available natural raw materials such as
natural ground limestone and potato starch. EarthShell believes that EarthShell
Packaging(R) has comparable or superior performance characteristics and can be
commercially produced and sold at prices that are competitive with comparable
paper and plastic foodservice disposables.
EarthShell was a development stage enterprise through the first quarter of 2004.
With the recognition of the Company's first revenues in the second quarter of
2004, the Company was no longer a development stage enterprise.
BASIS OF PRESENTATION OF FINANCIAL INFORMATION
The foregoing financial information has been prepared from the books and records
of EarthShell Corporation. EarthShell Corporation's consolidated financial
statements include the accounts of its wholly-owned subsidiary, PolarCup
EarthShell GmbH. All significant intercompany balances and transactions have
been eliminated in consolidation. 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.
The accompanying unaudited financial statements and these notes do not include
certain information and footnote disclosures required by accounting principles
generally accepted in the United States, which were included in the Company's
consolidated financial statements for the year ended December 31, 2004. 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 the Company's consolidated financial statements and notes thereto
for the year ended December 31, 2004 included in the Company's Annual Report on
form 10-K, including Form 10-K/A - Amendment No. 4.
The accompanying unaudited financial have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has incurred
significant losses since inception, has minimal revenues and has a working
capital deficit of $8,426,070 at March 31, 2005. These factors, along with
others, may indicate substantial doubt that the Company will be unable to
continue as a going concern for a reasonable period of time (see "Critical
Accounting Policies - Going Concern Basis").
The consolidated financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts or the amounts
and classification of liabilities that might be necessary should the Company be
unable to continue as a going concern. The Company's continuation as a going
concern is dependent upon its ability to generate sufficient cash flow to meet
its obligations on a timely basis, to obtain additional financing or refinancing
as may be required, and ultimately to attain successful operations.
Basic loss per common share is computed by dividing net loss available to common
stockholders by the weighted-average number of common shares outstanding during
the period, including Common stock to be issued. Diluted loss per common share
is computed by dividing net loss available to common stockholders by the
weighted-average number of common shares outstanding (including Common stock to
be issued) plus an assumed increase in common shares outstanding for potentially
dilutive securities, which consist of options and warrants to acquire common
stock and convertible debentures. Potentially dilutive shares are excluded from
the computation in loss periods, as their effect would be anti-dilutive. The
dilutive effect of options and warrants to acquire common stock is measured
using the treasury stock method. The dilutive effect of convertible debentures
is measured using the if-converted method. Basic and diluted loss per common
share is the same for all periods presented because the impact of potentially
dilutive securities is anti-dilutive.
Since June 21, 2004, the Company's common stock has been listed through the OTC
Bulletin Board. The Company's common stock trades under the symbol "ERTH.OB."
6
PROPERTY AND EQUIPMENT AND EQUIPMENT HELD FOR SALE
The cost and accumulated depreciation of property and equipment and equipment
held for sale at March 31, 2005 were as follows:
MARCH 31, DECEMBER 31,
2005 2004
----------- -----------
Total office furniture and equipment ........... 245,274 245,274
Less: Accumulated depreciation and amortization (237,075) (236,237)
Property and equipment - net ................... $ 8,199 $ 9,037
=========== ===========
Equipment held for sale ........................ $ 1 $ 1
=========== ===========
STOCK OPTIONS
The Company accounts for stock options in accordance with the provisions of
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees," and complies with the disclosure provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation." Under APB Opinion No. 25, compensation expense is based on the
difference, if any, on the date of grant, between the fair value of the
Company's common stock and the exercise price of the option. For disclosure
purposes, to measure stock-based compensation in accordance with SFAS No. 123,
the fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model. The fair value of each option grant is then
amortized as pro forma compensation expense over the vesting period of the
options. The following table sets forth the pro forma net loss and loss per
share resulting from applying SFAS No. 123.
THREE MONTHS ENDED
MARCH 31,
-------------------------
2005 2004
----------- -----------
Net Loss as reported .......................... $ 1,077,557 $ 2,066,857
Deduct: Stock-based employee compensation
expense included in reported net loss, net
of tax ..................................... -- --
Add: Total stock-based employee compensation
determined under fair value based method
for all awards, net of tax
$ 5,275 $ 13,015
----------- -----------
Pro forma net loss ............................ $ 1,082,832 $ 2,079,872
Basic diluted loss per common share
As reported ................................ $ 0.06 $ 0.15
Pro forma .................................. $ 0.06 $ 0.15
FINANCING
In March 2005, the Company entered into a promissory note and Security Agreement
with Cornell Capital Partners, LP ("Cornell Capital Partners"). Pursuant to the
Security Agreement, the Company shall issue promissory notes to Cornell Capital
Partners in the original principal amount of $2,500,000. The $2,500,000 will be
disbursed as follows: $1,150,000 was disbursed on March 28, 2005. The remaining
$1,350,000 will be issued in a second closing, expected to occur during the 2nd
quarter of 2005, after the filing of a registration statement related to the
Standby Equity Distribution Agreement, described below. The promissory notes are
secured by the assets of the Company and shares of stock of another entity
pledged by an affiliate of that entity. The promissory notes have a one-year
term and accrue interest at 12% per year. As of March 31, 2005, the Company had
executed on the first phase of the transaction and received net proceeds of
approximately $1,000,000.
In connection with the first disbursement, the Company recorded an original
issue discount of $275,348. The discount includes cash fees and expenses related
to the origination of the loan, issuance of 6,450 shares of the Company's common
stock to a broker, valued at the market value on the closing date of the
transaction, and issuance of warrants to purchase 145,000 shares of the
Company's stock at $3 per share valued at $78,028 using the Black Sholles
valuation model, all of which will be amortized over the 12 month life of the
note at a rate of $39,389 per month.
In March 2005, EarthShell entered into a Standby Equity Distribution Agreement
with Cornell Capital Partners. Pursuant to the Standby Equity Distribution
Agreement, the Company may, at its discretion, periodically sell to Cornell
Capital Partners shares of common stock for a total purchase price of up to
$10.0 million. For each share of common stock purchased under the Standby Equity
Distribution Agreement, Cornell Capital Partners will pay the Company 98% of the
lowest volume weighted average price of the Company's common stock as quoted by
Bloomberg, LP on the Over-the-Counter Bulletin Board or other principal market
on which the Company's common stock is traded for the 5 days immediately
following the notice date. The price paid by Cornell Capital Partners for the
Company's stock shall be determined as of the date of each individual request
for an advance under the Standby Equity Distribution Agreement. Cornell Capital
Partners will also retain 5% of each advance under the Standby Equity
Distribution Agreement. Cornell Capital Partners' obligation to purchase shares
of the Company's common stock under the Standby Equity Distribution Agreement is
subject to certain conditions, including the Company's registration statement
for shares of common stock sold under the Standby Equity Distribution Agreement
being declared effective by the Securities and Exchange Commission and is
limited to $500,000 per weekly advance.
7
Subsequent Events
In February of 2005, an option of 1 million shares with an exercise price of
$2.30 per share was issued to a board member in connection with considerable
financial support of the Company. The option was subsequently rescinded by the
Company in May of 2005.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
Information contained in this Quarterly Report on Form 10-Q, including but not
limited to "Management's Discussion and Analysis of Financial Condition and
Results of Operations," contains 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," "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. Investors should carefully review the risk factors set forth
in other Company reports or documents filed with the Securities and Exchange
Commission, including Forms 10-Q, 10-K, and 8-K. Factors influencing the
Company's operating performance and financial results include, but are not
limited to, the performance of licensees, 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. This Quarterly Report on Form 10-Q should be read in
conjunction with the Company's Annual Report on Form 10-K, including Form 10-K/A
- Amendments No. 1 - 4 for the fiscal year ended December 31, 2004.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements and related disclosures in conformity
with generally accepted accounting principles requires management to make
judgments, assumptions and estimates that affect the amounts reported in the
Company's financial statements and the accompanying notes. The amounts of assets
and liabilities reported in the Company's balance sheet and the amounts of
expenses reported for each fiscal period are affected by estimates and
assumptions which are used for, but not limited to, the accounting for asset
impairments. Actual results could differ from these estimates. The following
critical accounting policies are significantly affected by judgments,
assumptions and estimates used in the preparation of the consolidated financial
statements.
Going Concern Basis. The condensed consolidated financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. The
Company has incurred significant losses since inception, has minimal revenues
and has a working capital deficit of $8,426,070 at March 31, 2005. These
factors, along with others, may indicate that the Company will be unable to
continue as a going concern for a reasonable period of time. The Company will
have to raise additional funds to meet its current obligations and to cover
operating expenses through the year ending December 31, 2005. If the Company is
not successful in raising additional capital it may not be able to continue as a
going concern for a reasonable period of time. Management plans to address this
need by raising cash through either the issuance of debt or equity securities.
In March 2005, the Company secured a $1.15 million loan and also entered into a
Standby Equity Distribution Agreement where the Company has the right, upon
registration of shares of its common stock, to require an institutional investor
to purchase shares of the Company's common stock from time to time at the
Company's sole discretion. In addition, the Company expects to receive
additional technology fee payments in 2005 in connection with both existing and
new sublicense agreements for its technology in various territories and fields
of use. However, the Company cannot assure that additional financing will be
available to it, or, if available, that the terms will be satisfactory, that it
will receive any further technology fee payments in 2005 pursuant to the
Sublicense Agreement. Management also plans to continue in its efforts to
minimize expenses, but cannot assure that it will be able to reduce expenses
below current levels. The condensed consolidated financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.
The key accounting estimates and policies are reviewed with the Audit Committee
of the Board of Directors.
THREE MONTHS ENDED MARCH 31, 2005 COMPARED WITH THE THREE MONTHS ENDED MARCH 31,
2004.
The Company's net loss decreased by approximately $1.0 million to approximately
$1.1 million from approximately $2.1 million for the three months ended March
31, 2005 compared to the three months ended March 31, 2004, respectively.
8
REVENUES. The Company recorded revenues of approximately $0.08 million for the
three months ended March 31, 2005 as compared to $0 for the three months ended
March 31, 2004. These revenues reflect amortization of the $2.0 million
technology fee payable under the sublicense agreement that was entered into in
the second quarter of 2004 and the $1 million technology fee payable under the
sublicense agreement entered into in December of 2004. The amortization of these
technology fees will result in the recognition of $0.3 million in revenues per
year during the life of the agreements.
RESEARCH AND DEVELOPMENT EXPENSES. Total research and development expenses are
comprised of related party license fee and research and development expenses and
other research and development expenses. Total research and development expenses
for the development of EarthShell Packaging(R) decreased approximately $0.4
million to approximately $0.1 million from approximately $0.5 million for the
three months ended March 31, 2005 compared to the three months ended March 31,
2004, respectively.
o Related party license fee and research and development expenses were comprised
in 2004 of the $100,000 monthly licensing fee for the use of the EarthShell
Technology and technical services, both of which were payable to EKI, a
stockholder of the Company, or Biotec, a wholly owned subsidiary of EKI. It
should be noted that payment of these related party expenses has been deferred
pursuant to an agreement entered into by the EKI entities in connection with
debt restructuring and settlement of the convertible debenture financing
concluded in October of 2004. Related party license fee and research and
development expenses decreased approximately $0.3 million to $0 from
approximately $0.3 million for the three months ended March 31, 2005, compared
to the three months ended March 31, 2004, respectively. The decrease was due
primarily to the elimination of the monthly licensing fee in September 2004, as
noted above.
o Other research and development expenses are comprised of personnel costs,
travel and direct overhead for development and demonstration production. Other
research and development expenses decreased approximately $0.1 million to
approximately $0.01 million from approximately $0.2 million for the three months
ended March 31, 2005, compared to the three months ended March 31, 2004,
respectively. The reduction was due to the outsourcing of technical personnel
and the outsourcing of technical support activities during 2004.
OTHER GENERAL AND ADMINISTRATIVE EXPENSES. Other general and administrative
expenses are comprised of personnel costs, travel and direct overhead for
marketing, finance and administration. Total general and administrative expenses
decreased by approximately $0.14 million to approximately $1.13 million from
approximately $1.17 million for the three months ended March 31, 2005, compared
to the three months ended March 31, 2004, respectively. The largest reductions
were in legal, business insurance, currency translation losses, and personnel
costs (approximately $0.3 million). These reductions were partially offset by an
accrual for potential damages related to a legal settlement.
INTEREST EXPENSE. Interest expense is comprised of related party interest
expense and other interest expense.
o Related party interest expense decreased by approximately $0.13 million to $0
from approximately $0.13 million for the three months ended March 31, 2005,
compared to the three months ended March 31, 2004. In 2004, related party
interest expense included interest accrued on outstanding loans made to the
Company by EKI under the Loan Agreement (see "Related Party Transactions"),
accretion of the discount related to the warrants issued to EKI in conjunction
with the March 2003 financing transactions, plus accrued interest payable
on amounts owed to EKI for monthly licensing fees that were not paid in
accordance with the terms of the subordination agreements entered into in
connection with the 2006 Debentures ("see Related Party Transactions").
In the fourth quarter of 2004, all of the EKI loans and accrued but unpaid
interest were converted into common stock of the Company, as were the unpaid
licensing fees under the Biotec License Agreement. Also in the fourth quarter of
2004, the March 2006 debentures were retired, so the accretion of the discount
related to the warrants issued to EKI have been written off. Therefore, there
was no related party interest expense for these items in the first quarter of
2005.
o Other interest expense decreased by approximately $0.19 million to
approximately $0.02 million from approximately $0.21 million for the three
months ended March 31, 2005, compared to the three months ended March 31, 2004,
respectively. Other interest expense in 2004 was primarily composed of accretion
of the discount and interest accrued on the 2006 Debentures. However, in the
fourth quarter of 2004 the Company settled with the remaining holders of the
March 2006 Debentures and the all of the outstanding debentures were retired.
Therefore, there will be no other interest expense for the 2006 Debentures
subsequent to December 31, 2004.
OTHER INCOME. Other income increased by approximately seven thousand dollars for
the three months ended March 31, 2005, compared to $0 for the three months ended
March 31, 2004. This other income was the result of a gain on the sale of
certain minor pieces of equipment which had previously been scrapped and
consigned to an equipment dealer.
LIQUIDITY AND CAPITAL RESOURCES AT MARCH 31, 2005
Cash Flow. The Company's principal use of cash for the three months ended March
31, 2005 was to fund operations. Net cash used in operations was approximately
$0.8 million for the three months ended March 31, 2005, compared to $1.2 million
for the three months ended March 31, 2004. As of March 31, 2005 the Company had
cash and cash equivalents totaling approximately $0.3 million and a working
capital deficit of approximately $8.4 million. These factors, along with others,
may indicate that the Company will be unable to continue as a going concern for
a reasonable period of time.
9
Capital Requirements. The Company made no capital expenditures during the three
months ended March 31, 2005, and the Company does not expect to make significant
capital expenditures in the year 2005.
Sources of Capital. In March 2005, the Company entered into a promissory note
and Security Agreement with Cornell Capital Partners, LP ("Cornell Capital
Partners"). Pursuant to the Security Agreement, the Company shall issue
promissory notes to Cornell Capital Partners in the original principal amount of
$2.5 million. The $2.5 million will be disbursed as follows: $1,150,000 was
disbursed on March 28, 2005. The remaining $1,350,000 will be issued in a second
closing, expected to occur during the 2nd quarter of 2005, after the filing of a
registration statement related to the Standby Equity Distribution Agreement,
described below. The promissory notes are secured by the assets of the Company
and shares of stock of another entity pledged by an affiliate of that entity.
The promissory notes have a one-year term and accrue interest at 12% per year.
Also in March 2005, EarthShell entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners. Pursuant to the Standby Equity
Distribution Agreement, the Company may, at its discretion, periodically sell to
Cornell Capital Partners shares of common stock for a total purchase price of up
to $10.0 million. For each share of common stock purchased under the Standby
Equity Distribution Agreement, Cornell Capital Partners will pay the Company 98%
of the lowest volume weighted average price of the Company's common stock as
quoted by Bloomberg, LP on the Over-the-Counter Bulletin Board or other
principal market on which the Company's common stock is traded for the 5 days
immediately following the notice date. The price paid by Cornell Capital
Partners for the Company's stock shall be determined as of the date of each
individual request for an advance under the Standby Equity Distribution
Agreement. Cornell Capital Partners will also retain 5% of each advance under
the Standby Equity Distribution Agreement. Cornell Capital Partners' obligation
to purchase shares of the Company's common stock under the Standby Equity
Distribution Agreement is subject to certain conditions, including the Company's
registration statement for shares of common stock sold under the Standby Equity
Distribution Agreement being declared effective by the Securities and Exchange
Commission and is limited to $500,000 per weekly advance.
The Company also expects to generate cash in the remaining part of 2005 through
technology fees and royalty payments from licensees and through the issuance of
debt or equity securities. During 2004, the Company entered into license
agreements for which it received a total of $1.5 million cash in technology
fees. The Company expects to receive additional technology fees in connection
with the granting of additional new licenses during the year. In addition, the
Company expects to begin generating royalty revenues later in the year.
The Company believes that the cash from licensing activities, combined with the
above described borrowing will be sufficient to fund its operations through the
year ending December 31, 2005. If the Company is not successful at generating
technology fees or royalty revenues during the year, the Company may have to
raise additional funds to meet its current obligations and to cover operating
expenses. If the Company is not successful in raising additional capital it may
not be able to continue as a going concern for a reasonable period of time.
Management plans to address this need by raising cash through either the
issuance of debt or equity securities, including the issuance of common stock
pursuant to the Standby Equity Distribution Agreement. However, the Company
cannot assure that it will receive any royalty payments in 2005, that additional
financing will be available to it, or, if available, that the terms will be
satisfactory. Management will also continue in its efforts to reduce expenses,
but can not assure that it will be able to reduce expenses below current levels.
Off-Balance Sheet Arrangements. The Company does not have any off-balance sheet
arrangements as of March 31, 2005 and has not entered into any transactions
involving unconsolidated, limited purpose entities.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's treasury function controls all decisions and commitments regarding
cash management and financing arrangements. Treasury operations are conducted
within a framework that has been authorized by the board of directors.
The Company is exposed to interest rate risk on its fixed rate long-term working
capital loans. As of March 31, 2005, the principal amount of these long-term
fixed rate debt obligations totaled approximately $1.15 million. The working
capital loans bear interest at a fixed rate of 12% per annum. While generally an
increase in market interest rates will decrease the value of this debt, and
decreases in rates will have the opposite effect, we are unable to estimate the
impact that interest rate changes will have on the value of the substantial
majority of this debt as there is no active public market for this debt.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. The Company's Chief Executive
Officer and Chief Financial Officer have evaluated the effectiveness of the
Company's disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the period covered by this quarterly
report on Form 10-Q (the "Evaluation Date"). Based on such evaluation, such
officers have concluded that, as of the Evaluation Date, the Company's
disclosure controls and procedures are not effective in ensuring that (i)
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms and
(ii) information required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act is accumulated and communicated to the
Company's management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.
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This is a different conclusion that originally disclosed when we filed our Form
10K for the period ended December 31, 2004. In December 2004, we engaged CBIZ
Southern California, Inc to assist us in documenting and testing our controls
and procedures in compliance with the Sarbanes-Oxley Act. This process was not
completed until late in the 1st quarter 2005. This testing and evaluation of our
internal controls as of that time indicated that our controls were effective.
This was management's assessment at that time. However, based on the timing of
this work and the filing deadline for our 10K as an accelerated filer, our
independent registered public accounting firm was not able to perform its audit
of management's assessment of the effectiveness of its internal control over
financial reporting as of December 31 ,2004, until subsequent to the filing of
our 10K. Their audit disclosed material weaknesses. We reviewed the results of
their audit of our assessment and ultimately concurred with their conclusion.
Accordingly, we have revised our assessment and disclosed this revised
conclusion in our amended Form 10K/A and in our Form 10Q for the quarter ended
March 31, 2005.
In arriving at this determination, the Company's Chief Executive Officer and
Chief Financial Officer note, in particular, that during the fourth quarter of
2004, the Company's Controller resigned (and has not been replaced to date)
leaving the Company without a sufficient number of accounting personnel. As a
result, the Company has had some difficulty accumulating and processing material
information and disclosing that information to the public in the time periods
required by the SEC's rules. As disclosed in Amendment No. 2 to the Company's
Annual Report on Form 10-K filed with the SEC on May 3, 2005, the Company's
assessment of its internal control over financial reporting identified three
material weaknesses, as follows:
o The Company has inadequate segregation of critical duties within each of
its accounting processes and a lack of sufficient monitoring controls over
these processes to mitigate this risk. The responsibilities assigned to
one employee include maintaining the vendor master file, processing
payables, creating and voiding checks, reconciling bank accounts, making
bank deposits and processing payroll.
o The departure of the Company's Controller in November 2004 resulted in the
accounting and reporting functions being centralized under the Chief
Financial Officer, with no additional personnel in the Company having an
adequate knowledge of accounting principles and practices. As a result,
certain transactions had not been recorded in a timely manner and several
adjustments to the financial statements that were considered material to
the financial position at December 31, 2004 and results of operations for
the year then ended were recorded.
o There are weaknesses in the Company's information technology controls
which makes the Company's financial data vulnerable to error or fraud.
Specifically, there is a lack of documentation regarding the roles and
responsibilities of the IT function, lack of security management and
monitoring and inadequate segregation of duties involving IT functions.
Changes in internal control over financial reporting. No changes in the
Company's internal control over financial reporting have come to management's
attention during the Company's fiscal quarter ended March 31, 2005 that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
However, in consultation with its independent auditors, as of the date of this
report, the Company has begun taking the following remediation steps, among
others, to enhance its internal control over financial reporting and reduce
control deficiencies in general, including the material weaknesses enumerated
above:
o Management has interviewed multiple qualified candidates to perform the
Controller responsibilities. It is expected that this position will be
filled in the 4th quarter of 2005.
o Management has engaged an outside firm, CBIZ Southern California, Inc., to
perform the Internal Audit functions. This outside firm reports to the
Audit Committee of the Board of Directors on a quarterly basis.
o Management employs an outside firm, Visus, LLC, to monitor and maintain
the Company's information systems. This group has been directed to develop
and implement Company-wide information management control procedures in
consultation with the Company's internal auditors. A first draft was
completed in July 2005 and it is expected that a final IT controls policy
and procedures document will be adopted and implemented by the end of the
third quarter 2005.
To date, the Company has expended approximately $30,000 towards remediation of
these material weaknesses.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
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ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS
The following documents are filed as a part of this report:
Exhibit
Number Description
------- -----------
31.1 Certification of the CEO pursuant to Rules 13a-14 and 15d-14 under
the Exchange Act, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of the CFO pursuant to Rules 13a-14 and 15d-14 under
the Exchange Act, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized November 29, 2005.
November 29, 2005 EARTHSHELL CORPORATION
By: /s/ D. Scott Houston
--------------------------------
Name: D. Scott Houston,
Title: Chief Financial Officer
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