UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 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.)
3916 STATE STREET, SUITE 110, SANTA BARBARA, CALIFORNIA 93105
(Address of principal executive office) (Zip Code)
(805) 563-7590
(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 July 31,
2005 is 18,435,452.
EARTHSHELL CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2005
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 June 30,
2005(unaudited) and December 31, 2004 ................. 2
b) Condensed Consolidated Statements of Operations for
the three and six months periods ended June 30, 2005 and
June 30, 2004 (unaudited) .................................. 3
c) Condensed Consolidated Statements of Cash Flows for
the six months ended June 30, 2005 and June 30, 2004
(unaudited) ................................................ 4
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.... 12
Item 4. Controls and Procedures ...................................... 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................. 13
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases
of Equity Securities.......................................... 13
Item 3. Defaults Upon Senior Securities............................... 13
Item 4. Submission of Matters to a Vote of Security Holders........... 13
Item 5. Other Information............................................. 13
Item 6 Exhibits ..................................................... 14
SIGNATURE.................................................................. 15
EARTHSHELL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, DECEMBER 31,
2005 2004
------------- -------------
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents ................ $ 395,088 $ 272,371
Prepaid expenses and other current assets 171,295 201,467
------------- -------------
Total current assets ................ 566,383 473,838
PROPERTY AND EQUIPMENT, NET .................... 7,362 9,037
EQUIPMENT HELD FOR SALE ........................ 1 1
------------- -------------
TOTALS ......................................... $ 573,746 $ 482,876
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses .... $ 4,954,166 $ 3,899,526
Current portion of settlements ........... 336,803 313,743
Current portion of deferred revenues ..... 100,000 300,000
Contingent settlement .................... 2,375,000 2,375,000
Note payable ............................. 2,062,002 --
Payable to a related party ............... 837,146 875,000
------------- -------------
Total current liabilities ..... 10,665,117 7,763,269
LONG-TERM PORTION OF DEFERRED REVENUES ......... 837,500 1,062,500
OTHER LONG-TERM LIABILITIES .................... 242,862 412,192
------------- -------------
Total liabilities ................... 11,745,479 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 June 30, 2005 and December 31 2004; 100
Series B shares designated and issued as of
June 30, 2005 as collateral for Note payable
Common Stock, $.01 par value, 40,000,000 shares
authorized: 18,435,452 and 18,234,615 shares
issued and outstanding as of June 30, 2005 and
December 31 2004, respectively ............... 184,355 182,346
Additional paid-in common capital .............. 313,431,348 313,196,905
Accumulated deficit ............................ (324,546,745) (321,607,782)
Less note receivable for stock ................. (183,333) (500,000)
Accumulated other comprehensive loss ........... (57,358) (26,554)
------------- -------------
Total stockholders' deficit .............. (11,171,733) (8,755,085)
------------- -------------
TOTALS ......................................... $ 573,746 $ 482,876
============= =============
See Notes to Condensed Consolidated Financial Statements.
2
EARTHSHELL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the For the
Three Months Six Months
Ended June 30, Ended June 30,
---------------------------- ----------------------------
2005 2004 2005 2004
------------ ------------ ------------ ------------
Revenues ..................................... $ 58,333 $ 25,000 $ 133,333 $ 25,000
Operating Expenses
Related party license fee and research and
development expenses ................ -- 300,000 -- 600,000
Other research and development expenses .. 119,183 42,913 222,778 265,451
Related party general and administrative
expenses (reimbursements) ........... (4,218) -- (3,640) --
Other general and administrative expenses
1,577,688 1,071,116 2,610,001 2,244,971
Depreciation and amortization ............ 838 11,230 1,675 38,571
------------ ------------ ------------ ------------
Total operating expenses ............. 1,693,491 1,425,259 2,830,814 3,148,993
Operating Loss ............................... 1,635,158 1,400,259 2,697,481 3,123,993
Other (Income) Expenses
Interest income .......................... (2,274) (1,537) (2,752) (2,771)
Related party interest expense ........... 100,758 141,683 101,314 275,865
Other interest expense ................... 144,364 213,910 165,825 423,285
Gain on sales of property and equipment .. (16,600) (153,535) (23,705) (153,535)
Premium due to debenture default ......... -- 663,603 -- 663,603
Loss Before Income Taxes ..................... 1,861,406 2,264,383 2,938,163 4,330,440
Income taxes ................................. -- -- 800 800
------------ ------------ ------------ ------------
Net Loss ..................................... $ 1,861,406 $ 2,264,383 $ 2,938,963 $ 4,331,240
============ ============ ============ ============
Basic and Diluted Loss Per Common Share ...... $ 0.10 $ 0.16 $ 0.16 $ 0.31
Weighted Average Number of Common Shares
Outstanding ............................. 18,394,967 14,128,966 18,323,013 14,128,966
See Notes to Condensed Consolidated Financial Statements.
3
EARTHSHELL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30,
--------------------------
2005 2004
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ................................................................. $(2,938,963) $(4,331,240)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization .......................................... 1,675 38,571
Compensation related to issuance of restricted stock to directors ...... 251,692
Amortization and accretion of note issue costs ......................... 100,196 398,069
Premium due to debenture default ....................................... -- 663,603
(Gain) Loss on sale, disposal, or impairment of property and equipment . (23,705) (153,535)
Deferred revenues ...................................................... (133,333) 475,000
Other non-cash expense items ........................................... (196,526) (9,961)
Changes in operating assets and liabilities
Prepaid expenses and other current assets .............................. 30,172 146,277
Accounts payable and accrued expenses .................................. 1,076,893 89,851
Payables to related party .............................................. (37,854) 825,278
Other long-term liabilities ............................................ -- 194,008
----------- -----------
Net cash used in operating activities ............................... (1,869,753) (1,664,079)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of property and equipment ............................ 23,705 172,785
----------- -----------
Net cash provided by investing activities ........................... 23,705 172,785
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock ................................... 25,000 --
Proceeds from issuance of notes payable to related party ................. 322,000 --
Repayment of notes payable to related party .............................. (322,000) --
Principal payments on settlements ........................................ (146,270) --
Proceeds from issuance of note payable ................................... 2,500,000 --
Note payable issuance costs .............................................. (402,500) --
----------- -----------
Net cash provided by financing activities ........................... 1,976,230 --
----------- -----------
Effect of exchange rate changes on cash and cash equivalents ............. (7,465) (1,612)
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ......................... 122,717 (1,492,906)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ........................... 272,371 1,901,639
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD ................................. $ 395,088 $ 408,733
=========== ===========
SIX MONTHS ENDED
JUNE 30,
2005 2004
----------- -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for
Income taxes ......................................................... $ 800 $ 800
Interest ............................................................. 12,619 1,406
Transfer of property to EKI .............................................. -- 78,409
See Notes to Condensed Consolidated Financial Statements.
4
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
In March of 2005, in consideration for a loan guarantee, the Company issued
warrants to Benton Wilcoxon 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 to
Douglas Metz 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.
In May of 2005, the Company granted to its chairman of the Board of Directors
(and majority beneficial stockholder) a warrant to purchase one million shares
of the Company's common stock at $3 per share in consideration of the
stockholder's continued support of the Company since its inception and providing
bridge loans from time to time. The warrant expires in May of 2015.
On May 26, 2005, the Company issued a warrant to Cornell Capital Partners to
purchase 625,000 shares of common stock of the Company. The warrant expires on
the later of: (a) May 26, 2005 or (b) the date sixty days after the date the
$2,500,000 in promissory notes issued to Cornell Capital are fully repaid. The
warrant has an exercise price of $4.00 per share of common stock.
See Notes to Condensed Consolidated Financial Statements.
5
EARTHSHELL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 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 ("EKI").
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 interim financial information is unaudited and 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 inter-company 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 accounting principles generally accepted
in the United States. All such adjustments were of a normal recurring nature for
interim financial reporting. Results of operations for the three and six month
periods ended June 30, 2005 are not necessarily indicative of results that will
occur for the year ending December 31, 2005.
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/A - Amendment No. 3.
The accompanying unaudited 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 $10,098,734 at June 30, 2005. These factors, along with
others, indicate substantial doubt that the Company may 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 June 30, 2005 and December 31, 2004 were as follows:
JUNE 30, DECEMBER 31,
2005 2004
--------- ---------
Total office furniture and equipment ........... 173,367 245,274
Less: Accumulated depreciation and amortization (166,005) (236,237)
Property and equipment - net ................... $ 7,362 $ 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.
SIX MONTHS
ENDED JUNE 30,
2005 2004
---------- ----------
Net Loss as reported ........................ $2,938,963 $4,331,240
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
Relates to warrants issued to executive
Officers ................................. $2,326,408 $ 107,437
---------- ----------
Pro forma net loss .......................... $5,265,371 $4,438,677
Basic diluted loss per common share
As reported .............................. $ 0.16 $ 0.31
Pro forma ................................ $ 0.29 $ 0.31
FINANCING
On March 23, 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 issued promissory notes to
Cornell Capital Partners in the original principal amount of $2,500,000. The
$2,500,000 was disbursed as follows: $1,150,000 on March 28, 2005 and the
remaining $1,350,000 was disbursed on May 27, 2005. 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 Company also issued and placed in
escrow for the benefit of the lender 100 shares of a newly designated Series B
convertible preferred stock. In the event the Company defaults on its obligation
to repay the promissory notes to Cornell Capital Partners, Cornell would have
the right to receive the shares and to convert each share into 33,333 shares of
the Company's common stock. The promissory notes have a one-year term and accrue
interest at 12% per year. In connection with the financing with Cornell Capital
Partners, the Company issued a warrant to Cornell Capital Partners to purchase
625,000 shares of common stock of the Company. The warrant expires on the later
of: (a) May 26, 2006 or (b) the date sixty days after the date the $2,500,000 in
promissory notes issued to Cornell Capital Partners are fully repaid. The
warrant has an exercise price of $4.00 per share of common stock.
7
In connection with the Cornell Capital Partners promissory notes, the
Company recorded an original issue discount of $312,693. 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, issuance of warrants to purchase 145,000
shares of the Company's stock at $3 per share valued at $78,028 using the
Black-Scholes valuation model, and the issuance of warrants to the lender to
purchase 625,000 shares of the Company's stock at $4 per share valued at $47,345
using the Black-Scholes valuation model, all of which will be amortized over the
12 month life of the note at a rate of $39,389 per month. The first installment
payment on the promissory notes was due on July 25, 2005. Cornell Capital
Partners has agreed to defer the commencement of repayment installments until
September 25, 2005.
On March 23, 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 aggregate 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 to be 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 the offer and sale by Cornell Capital Partners of the
shares of common stock sold under the Standby Equity Distribution Agreement
becoming effective, and is limited to $500,000 per weekly advance. In connection
with the Standby Equity Distribution Agreement, Cornell Capital Partners
received a one-time commitment fee in the form of 143,550 shares of common
stock. On June 9, 2005 the Company filed a registration statement on Form S-1
with the Securities and Exchange Commission to register the shares of EarthShell
common stock underlying this transaction, including the shares of common stock
received as a commitment fee.
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
- Amendment No. 3 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 $10,098,734 at June 30, 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. Management plans to address this need by raising cash through
either the issuance of debt or equity securities. In March and May 2005, the
Company secured loans totaling $2.5 million 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
discretion. However, the Company cannot assure that additional financing will be
available to it, or, if available, that the terms will be satisfactory. The
Company also cannot assure that it will receive any further technology fee
payments in 2005 pursuant to any sublicense agreement. Management 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.
8
THREE MONTHS ENDED JUNE 30, 2005 COMPARED WITH THE THREE MONTHS ENDED JUNE 30,
2004.
The Company's net loss decreased $0.4 million to $1.9 million from $2.3 million
for the three months ended June 30, 2005 compared to the three months ended June
30, 2004, respectively.
Revenues. The Company recorded revenues of $0.06 million for the three months
ended June 30, 2005. These revenues are a result of the amortization of
technology fees received during 2004 in connection with the granting of certain
license agreements. In the second quarter of 2004, $500,000 of a total of $2
million technology payable was received in connection with a sublicense
agreement granted to MBS. In the 4th quarter of 2004, a technology fee of $1
million was received in connection with a sublicense agreement granted to
EarthShell Hidalgo. These technology fees have been amortized over the ten year
term of the sublicense agreements. As reported by the Company in a Form 8-K
filed with the SEC on June 23, 2005, the MBS sublicense agreement was terminated
in June 2005 and the unamortized portion of the technology fee was returned to
MBS. The amortization of the remaining EarthShell Hidalgo technology fee will
result in the recognition of $0.1 million in revenues per year during the life
of the agreement.
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 $0.22 million to $0.12
million from $0.34 million for the three months ended June 30, 2005 compared to
the three months ended June 30, 2004.
o Related party license fee and research and development expenses were
comprised, through September 1, 2004, of the $100,000 monthly
licensing fee for the use of the EarthShell Technology and technical
services, both of which are payable to EKI, a stockholder of the
Company, or bio-tec Biologische Naturverpackungen GmbH & Co. KG, a
German limited liability company ("Biotec KG"), and bio-tec
Biologische Naturverpackungen Forschungs und Entwicklungs GmbH, a
German limited liability company ("Biotec F&E," and, together with
Biotec KG, "Biotec", a wholly owned subsidiary of EKI. Payment of
these related party expenses has been deferred for 2 years pursuant
to an amendment to a license agreement the Company entered into with
Biotec in September 2004. Related party license fee and research and
development expenses decreased $0.3 million to $0.0 million from
$0.3 million for the three months ended June 30, 2005 compared to
the three months ended June 30, 2004, respectively.
o Other research and development expenses are comprised of personnel
costs, contract research with the USDA, travel and direct overhead
for development and/or demonstration production. Other research and
development expenses increased $0.08 million to $0.12 million from
$0.04 million for the three months ended June 30, 2005 compared to
the three months ended June 30, 2004, respectively. The increase was
due to a contract with the USDA for research and development
activities.
General and Administrative Expenses. General and administrative expenses are
comprised of Related party general and administrative expenses and Other general
and administrative expenses. Total General and administrative expenses increased
$0.5 million to $1.6 million from $1.1 million for the three months ended June
30, 2005 compared to the three months ended June 30, 2004, respectively.
o Related party general and administrative expenses are comprised
primarily of the sublease of office facilities payable to the
Company's major shareholder, EKI. During 2005 to date, these
expenses have been offset by reimbursement by EKI for 50% of the
cost of one of EarthShell's administrative staff shared by EKI.
Related party general and administrative expenses were negligible
for the three months ended June 30, 2005 and June 30, 2004,
respectively.
o Other general and administrative expenses are comprised of personnel
costs and directors' fees, travel and direct overhead for marketing,
finance and administration. Total general and administrative
expenses increased approximately $0.5 million to $1.6 million from
$1.1 million for the three months ended June 30, 2005 compared to
the three months ended June 30, 2004, respectively. The increase was
due primarily to an increase in professional fees of $0.4 million,
comprised of an increase in legal fees of approximately $0.1 million
due to the increase in activity surrounding financing and
restructuring of the Company's licensing agreements and an increase
of investor relations fees of approximately $0.3 million. The
accrued investor relations fees are expected to be paid in stock at
the end of a one year contract. In addition, the Company accrued a
penalty of approximately $0.16 million as a result of the Company's
failure to timely file a registration statement related to
settlements reached with respect to the Company's then outstanding
debentures in late 2004. Also, in June of 2005, the Company awarded
each of the directors of the Company 10,000 restricted shares of the
Company's common stock in recognition of the fact that the
directors' cash compensation during the prior year had been
deferred. The value of these awards was determined to be
approximately $0.15 million and was a non-cash expense. These
expense increases were partially offset by a translation gain of
approximately $0.16 million on the Company's German subsidiary,
PolarCup EarthShell GmbH; a reduction in salaries of approximately
$0.06 million; accounts payable settlement gains of approximately
$0.03 million; and a reduction in business insurance costs of
approximately $0.02 million. The settlement gains were the result of
a continuing effort by the Company to satisfy creditors of certain
outstanding aged invoices.
9
Interest Expense. Interest expense is comprised of Related party interest
expense and Other interest expense.
o Related party interest expense decreased approximately $0.04 million
to $0.1 from $0.14 million for the three months ended June 30, 2005
compared to the three months ended June 30, 2004. In 2004, Related
party interest expense consisted primarily of interest accruing on
$2.7 million in notes advanced to the Company by EKI. In the 4th
quarter, these loans were converted to EarthShell common stock at $3
per share and the accrued interest was converted to common stock at
$4 per share. As a result, in 2005, there has been no further
accrual of related party interest. However, during the 2nd quarter,
the Company issued to EKI 44,387 additional shares of EarthShell
common stock pursuant to the conversion agreement entered into in
the 4th quarter 2004 wherein accrued but unpaid interest on loans
advanced to the Company were converted to stock at $4 per share. The
additional shares were issued to reduce the conversion price to $3
per share. The $.1 million related party interest expense recorded
in 2nd quarter 2004 is the value of the additional shares which was
a non-cash item.
o Other interest expense decreased $0.07 million to $0.14 million from
$0.21 million for the three months ended June 30, 2005 compared to
the three months ended June 30, 2004, respectively. Other interest
expense in 2004 was comprised primarily of interest accrued on the
then outstanding debentures. In the 4th quarter of 2004, these
debentures were settled and retired and interest ceased to accrue.
Offsetting this decrease in interest expense, in March 2005, the
Company entered into loan agreements with Cornell Capital. Interest
expense on the Cornell Capital Partners notes will accrue at the
rate of approximately $0.06 per quarter until the notes have been
paid in full. In addition, beginning in late 2004, the Company
entered into payment plans to settle a number of aged payable
accounts. Interest is accruing on these accounts.
Gain on Sales of Property and Equipment. The Company realized a gain of
approximately $0.02 million in the three months ended June 30, 2005 upon the
sale of non-essential machine shop equipment and excess office furniture and
equipment over their net book value, all of which was fully depreciated.
SIX MONTHS ENDED JUNE 30, 2005 COMPARED WITH THE SIX MONTHS ENDED JUNE 30, 2004.
The Company's net loss decreased approximately $1.4 million to $2.9 million from
$4.3 million for the six months ended June 30, 2005 compared to the six months
ended June 30, 2004, respectively.
Revenues. The Company recorded an increase of revenues of approximately $0.1
million to $0.13 million from $0.03 for the six months ended June 30, 2005
compared to the six months ended June 30, 2004, respectively. These revenues are
a result of the amortization of technology fees received during 2004 in
connection with the granting of certain license agreements. In the second
quarter of 2004, $500,000 of a total of $2 million technology payable was
received in connection with a sublicense agreement granted to MBS. In the 4th
quarter of 2004, a technology fee of $1 million was received in connection with
a sublicense agreement granted to EarthShell Hidalgo. These technology fees have
been amortized over the ten year term of the agreements. As reported by the
Company in a Form 8-K filed with the SEC on June 23, 2005, the MBS sublicense
agreement was terminated in June 2005 and the unamortized portion of the
technology fee was returned to MBS. The amortization of the remaining EarthShell
Hidalgo technology fee will result in the recognition of $0.1 million in
revenues per year during the life of the agreement.
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 $0.7
million to $0.2 million from $0.9 million for the six months ended June 30, 2005
compared to the six months ended June 30, 2004, respectively, primarily due to
the termination of the Related party minimum monthly payment in September 2005.
o Related party license fee and research and development expenses were
primarily comprised, through September 1, 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 bio-tec Biologische Naturverpackungen GmbH & Co.
KG, a German limited liability company ("Biotec KG"), and bio-tec
Biologische Naturverpackungen Forschungs und Entwicklungs GmbH, a
German limited liability company ("Biotec F&E," and, together with
Biotec KG, "Biotec", a wholly owned subsidiary of EKI. Payment of
these related party expenses has been deferred for two years
pursuant to an amendment to the Biotec license agreement entered
into in September 2004. Related party license fee and research and
development expenses decreased $0.6 million to $0.0 million from
$0.6 million for the six months ended June 30, 2005 compared to the
six months ended June 30, 2004, respectively.
o Other research and development expenses are comprised of personnel
costs, contract research with the USDA, travel and direct overhead
for development and/or demonstration production, and consulting
services for development work. Other research and development
expenses decreased approximately $0.04 million to $0.22 million from
$0.26 million for the six months ended June 30, 2005 compared to the
six months ended June 30, 2004, respectively. The reduction was due
primarily to the outsourcing of technical personnel and the
outsourcing of technical support activities during 2004.
10
General and Administrative Expenses. General and administrative expenses are
comprised of Related party general and administrative expenses and Other general
and administrative expenses. Total General and administrative expenses increased
approximately $0.4 million to $2.6 million from $2.2 million for the six months
ended June 30, 2005 compared to the six months ended June 30, 2004,
respectively.
o Related party general and administrative expenses are comprised
primarily of the sublease of office facilities from the Company's
major shareholder, EKI. During 2005 to date, these expenses have
been offset by reimbursement by EKI for 50% of the cost of one of
EarthShell's administrative staff shared by EKI. Related party
general and administrative expenses have been approximately $0 for
each of six months ended June 30, 2005 and 2004, respectively.
o Other general and administrative expenses are comprised of personnel
costs and directors' fees, travel and direct overhead for marketing,
finance and administration. Total general and administrative
expenses increased $0.4 million to $2.6 million from $2.2 million
for the six months ended June 30, 2005 compared to the six months
ended June 30, 2004, respectively. The increase was due primarily to
an an increase of investor relations fees of approximately $0.3
million. The accrued investor relations fees will be paid in stock
at the end of a one year contract. In addition, the Company has
accrued a penalty of approximately $0.3 million as a result of the
Company's failure to timely file a registration statement related to
the debenture settlements reached in late 2004. Also, in June of
2005, the Company awarded the directors of the Company each 10,000
restricted shares of the Company's common stock in recognition of
the fact that the directors' cash compensation during the prior year
had been deferred. The value of these awards was determined to be
approximately $0.15 million and was a non-cash expense. These
expense increases were partially offset by a translation gain of
approximately $0.2 million on the Company's German subsidiary,
PolarCup EarthShell GmbH; a reduction in salaries of approximately
$0.09 million; accounts payable settlement gains of approximately
$0.05 million; and a reduction in business insurance costs of
approximately $0.07 million. The settlement gains were the result of
a continuing effort by the Company to satisfy creditors of certain
outstanding aged invoices.
Interest Expense. Interest expense is comprised of Related party interest
expense and Other interest expense.
o Related party interest expense decreased $0.17 million to $0.1
million from $0.28 million for the six months ended June 30, 2005
compared to the six months ended June 30, 2004, respectively. In
2004, Related party interest expense consisted primarily of interest
accruing on $2.7 million in notes advanced to the Company by EKI. In
the 4th quarter, these loans were converted to EarthShell common
stock at $3 per share and the accrued interest was converted to
common stock at $4 per share. As a result, in 2005, there has been
no further accrual of related party interest. However, during the
2nd quarter, the Company issued to EKI 44,387 additional shares of
EarthShell common stock pursuant to the conversion agreement entered
into in the 4th quarter 2004 wherein accrued but unpaid interest on
loans advanced to the Company were converted to stock at $4 per
share. The additional shares were issued to reduce the conversion
price to $3 per share. The $.1 million related party interest
expense recorded in 2nd quarter 2004 is the value of the additional
shares which was a non-cash item. The Company does not anticipate
on-going Related party interest expense.
o Other interest expense decreased $0.26 million to $0.16 million from
$0.42 million for the six months ended June 30, 2005 compared to the
six months ended June 30, 2004, respectively. Other interest expense
for the six months ended June 30, 2004 was primarily composed of
accretion of the discount on the 2006 Debentures and interest
accrued on the 2006 Debentures. During the 4th quarter 2004, the
Company entered into agreements with the holders of all $6.8 million
outstanding principal amount of its 2006 Debentures to settle its
obligations and converted and retired the debentures and all accrued
but unpaid interest, satisfying its obligations in full. Subsequent
to December 31, 2004, there will be no Other interest expense for
the 2006 Debentures. Offsetting this decrease in interest expense,
in March 2005, the Company entered into loan agreements with Cornell
Capital. Other interest expense for the six months ended June 30,
2005 is primarily composed of interest and accretion of the discount
on the Cornell Capital Partners promissory notes. Interest expense
on the Cornell Capital Partners notes will accrue at the rate of
approximately $0.06 per quarter until the notes have been paid in
full. In addition, beginning in late 2004, the Company entered into
payment plans to settle a number of aged payable accounts with
interest accruing on these accounts.
Gain on Sales of Property and Equipment. The Company realized a gain of
approximately $0.02 million in the six months ended June 30, 2005 upon the sale
of non-essential machine shop equipment and excess office furniture and
equipment over their net book value, most of which was fully depreciated. This
reflected a decrease of $0.13 million to $0.02 million from $0.15 million for
the six months ended June 30, 2005 compared to the six months ended June 30,
2004, respectively. The decrease is due to the fact that the Company was
downsizing through 2004 and disposed of surplus equipment during that period.
Premium Due to Debenture Default. At June 30, 2004, the Company was in
non-compliance with certain covenants of the 2006 Debentures. Two of the
debenture holders, including the debenture holder with the largest ownership
position, notified the Company in writing that the Company was in default and
requested that the Company repurchase the entire principal amount of the 2006
Debentures held at the price specified in the debenture, along with any accrued
and unpaid interest. The debenture contained a provision for repurchase of the
debenture at a premium if the repurchase was due to an event of default.
Therefore, in the second quarter 2004, the Company accrued approximately $0.7
million of the repurchase premium specified in the debenture. This amount was
also included in the current liabilities account "Convertible debentures" of the
June 30, 2004 balance sheet. The 2006 Debentures were retired in the 4th quarter
of 2004 and no expense is recorded in 2005.
11
LIQUIDITY AND CAPITAL RESOURCES AT JUNE 30, 2005
Cash Flow. The Company's principal use of cash for the six months ended June 30,
2005 was to fund operations. Net cash used in operations was approximately $1.9
million for the six months ended June 30, 2005, compared to $1.7 million for the
six months ended June 30, 2004. As of June 30, 2005 the Company had cash and
cash equivalents totaling approximately $0.4 million and a working capital
deficit of approximately $10.1 million. These factors, along with others,
indicate that the Company may be unable to continue as a going concern for a
reasonable period of time.
Capital Requirements. The Company made no capital expenditures during the six
months ended June 30, 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. Pursuant to the Security
Agreement, the Company issued promissory notes to Cornell Capital Partners in
the original principal amount of $2.5 million. The $2.5 million was disbursed as
follows: $1,150,000 was disbursed on March 28, 2005 and on May 23, 2005 the
remaining $1,350,000 was issued in a second closing. After origination costs,
the Company realized approximately $2.1 million of net proceeds. 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. In addition, the Company pledged
to the lender 100 shares of Series B convertible preferred stock which are
convertible in the event of default into approximately $3.3 million shares of
the Company's common stock. The promissory notes have a one-year term and accrue
interest at 12% per year (see "Notes to the Condensed Consolidated Financial
Statements - Financing").
Also in March 2005, the Company 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 aggregate 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. On June 9, 2005 the
Company filed a registration statement on Form S-1 with the Securities and
Exchange Commission to register the shares of EarthShell common stock underlying
this transaction.
The Company also expects to generate cash in the remaining part of 2005 through
technology fees 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 technology fees 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 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. 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, and it cannot assure 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 cannot
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 June 30, 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 June 30, 2005, the principal amount of these long-term
fixed rate debt obligations totaled approximately $2.5 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.
12
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 were 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. In arriving at this
determination, the Company's Chief Executive Officer and Chief Financial Officer
noted, 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. The Company has been addressing this issue by conducting an active
and ongoing search for additional accounting personnel, including a Controller
to replace the Company's former Controller.
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 last fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting. 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. The Company has been addressing each of the material
weaknesses identified and disclosed in the Company's Form 10-K/A. It has
conducted an active and ongoing search for additional accounting personnel,
including a Controller to replace the Company's former Controller. In addition,
it is developing and implementing improved policies and procedures over its
information systems to correct the identified weaknesses.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
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
The Company granted to its chairman of the Board of Directors (and majority
beneficial stockholder) a warrant to purchase one million shares of the
Company's common stock at $3 per share in consideration of the stockholder's
continued support of the Company since its inception and providing bridge loans
from time to time. The warrant was originally issued on May 5, 2005. However, it
was issued in error to EKI, the Company's largest shareholder, which is
beneficially owned by Essam Khashoggi, the Company's Chairman. On August 12,
2005, the warrant was canceled and a new warrant was issued in the name of Essam
Khashoggi the beneficial owner of EKI. The terms of the warrant remain
unchanged. The warrant expires in May of 2015.
13
ITEM 6. EXHIBITS
The following documents are filed as a part of this report:
Exhibit
Number Description
------- -----------
3.1 Amended and Restated Bylaws of the Company as of November 3, 1997.
10.1 Agreement and Plan of Merger among EarthShell Corporation,
EarthShell Triangle, Inc., Renewable Products, Inc. and Renewable
Products LLC dated June 17, 2005.
10.2 Letter dated June 8, 2005 terminating the Sublicense Agreement dated
May 13, 2004 between EarthShell Corporation and Meridian Business
Solutions Ltd.
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.
14
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 August 15, 2005.
August 15, 2005 EARTHSHELL CORPORATION
By: /s/ D. Scott Houston
-------------------------------------
Name: D. Scott Houston,
Title: Chief Financial Officer
15