-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PLVxffesC68KdoXv+BVgdyoq3L9gevF9RnGOCfuekAFQGGzs5ZKJdTzUUl4p6lnK jcSH/00s39NTMC6ouWr5UA== /in/edgar/work/20000619/0001095811-00-001736/0001095811-00-001736.txt : 20000919 0001095811-00-001736.hdr.sgml : 20000919 ACCESSION NUMBER: 0001095811-00-001736 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000430 FILED AS OF DATE: 20000619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELECTROPURE INC CENTRAL INDEX KEY: 0000808015 STANDARD INDUSTRIAL CLASSIFICATION: [6794 ] IRS NUMBER: 330056212 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-16416 FILM NUMBER: 656835 BUSINESS ADDRESS: STREET 1: 23456 S POINTE DR CITY: LAGUNA HILLS STATE: CA ZIP: 92653-1512 BUSINESS PHONE: 9497709347 MAIL ADDRESS: STREET 1: 23456 S POINTE DR STREET 2: SUITE A CITY: LAGUNA HILLS STATE: CA ZIP: 92653 FORMER COMPANY: FORMER CONFORMED NAME: HOH WATER TECHNOLOGY CORP DATE OF NAME CHANGE: 19920703 10QSB 1 0001.txt FORM 10QSB 1 ---------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------------- For the quarterly period Commission file number 0-16416 ended APRIL 30, 2000 ELECTROPURE, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 33-0056212 (State or Other Jurisdiction (IRS Employer Identification No.) of Incorporation or Organization) 23456 South Pointe Drive, Laguna Hills, California 93653 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (949) 770-9347 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share (Title of Class) 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 [ ]. At June 12, 2000 8,877,341 shares of the Registrant's stock were outstanding. --------------------------------------------------------- 2 ELECTROPURE, INC. Consolidated Balance Sheets ASSETS
April 30, October 31, 2000 1999 ----------- ----------- (UNAUDITED) Current assets: Cash and equivalents $ 131,896 $ 204,328 Certificate of deposit - restricted 15,000 -- Trade accounts receivable 71,895 97,745 Inventories 198,881 204,888 Prepaid legal fees 92,500 92,500 Other prepaid expenses 4,845 12,007 ---------- ---------- Total current assets 515,017 611,468 Property and equipment, net 552,656 566,872 Acquired technology, net of accumulated amortization 111,945 131,945 Building purchase option 105,000 105,000 ---------- ---------- TOTAL ASSETS $1,284,618 $1,415,285 ========== ==========
The accompanying notes are an integral part of the financial statements. 2 3 ELECTROPURE, INC. Consolidated Balance Sheets LIABILITIES AND SHAREHOLDERS' EQUITY
April 30, October 31, 2000 1999 ------------ ------------ (UNAUDITED) Current liabilities: Trade accounts payable $ 125,406 $ 86,544 Current portion of obligations under capital leases 11,847 9,465 Note payable to bank 15,000 -- Note payable to officer -- 7,632 Customer deposit 7,552 168,755 Accrued payroll 88,902 87,986 Other accrued liabilities 39,368 51,630 ------------ ------------ Total current liabilities 288,075 412,012 Obligations under capital leases, net of current portion 7,083 1,298 Note payable to officer, net of current portion -- 4,683 ------------ ------------ TOTAL LIABILITIES 295,158 417,993 ------------ ------------ Commitments and contingencies Redeemable preferred stock; $0.01 par value; 2,600,000 shares authorized, issued and outstanding 26,000 26,000 Shareholders' equity: Series B convertible preferred stock; $1.00 par value; 1,000,000 shares authorized, issued and outstanding 1,000,000 1,000,000 Common stock; $0.01 par value; 20,000,000 shares authorized; 8,877,341 and 7,791,415 shares issued and outstanding 88,773 77,914 Class B common stock; $0.01 par value; 83,983 shares authorized, issued and outstanding 840 840 Additional paid-in capital 22,180,080 20,971,537 Accumulated deficit (21,938,270) (21,018,249) Notes receivable on common stock (367,963) (60,750) ------------ ------------ TOTAL SHAREHOLDERS' EQUITY 963,460 971,292 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,284,618 $ 1,415,285 ============ ============
The accompanying notes are an integral part of the financial statements. 3 4 ELECTROPURE, INC. Consolidated Statements of Operations (UNAUDITED)
Three months ended Six months ended April 30, April 30, ----------------------------- ----------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Net sales $ 226,987 $ 131,483 $ 451,557 $ 411,454 Cost of sales 261,552 202,693 542,302 455,439 ----------- ----------- ----------- ----------- Gross profit (loss) (34,565) (71,210) (90,745) (43,985) ----------- ----------- ----------- ----------- Operating costs and expenses: Research and development 112,874 73,272 213,158 240,211 Salaries 101,668 61,915 217,930 94,484 Consulting 34,371 126,736 62,180 179,282 Other operating expenses 205,872 192,437 340,929 254,595 ----------- ----------- ----------- ----------- Total operating expenses 454,785 454,360 834,197 768,572 ----------- ----------- ----------- ----------- Loss from operations (489,350) (525,570) (924,942) (812,557) Other income (expense): Interest income 2,708 10,099 9,292 11,049 Interest expense (47) -- (3,571) -- ----------- ----------- ----------- ----------- Interest income, net 2,661 10,099 5,721 11,049 ----------- ----------- ----------- ----------- Loss before provision for income taxes (486,689) (515,471) (919,221) (801,508) Provision for income tax (800) (800) (800) (800) ----------- ----------- ----------- ----------- NET LOSS $ (487,489) $ (516,271) $ (920,021) $ (802,308) =========== =========== =========== =========== NET LOSS PER SHARE, BASIC AND DILUTED $ (0.06) $ (0.06) $ (0.11) $ (0.09) =========== =========== =========== =========== Weighted average shares outstanding 8,546,011 8,631,060 8,173,677 8,624,892
The accompanying notes are an integral part of the financial statements. 4 5 ELECTROPURE, INC. Consolidated Statements of Shareholders' Equity (UNAUDITED)
Series B Series B Convertible Class B Convertible Preferred Common Common Preferred Common Shares Shares Shares Stock Stock ------------ ------------ ------------ ------------ ------------ Balance, October 31, 1999 1,000,000 7,791,425 83,983 $ 1,000,000 $ 77,914 Common shares issued upon exercise of options -- 18,210 -- -- 182 Common shares and warrants issued in private placement -- 1,065,206 -- -- 10,652 Common shares issued for public relations services -- 2,500 -- -- 25 Options and warrants granted to employees and consultants for services -- -- -- -- -- Increase in notes receivable on common stock -- -- -- -- -- Net loss -- -- -- -- -- Balance, April 30, 2000 1,000,000 8,877,341 83,983 $ 1,000,000 $ 88,773 ------------ ------------ ------------ ------------ ------------
Note Class B Additional Receivable Common Paid-in Accumulated Common Stock Capital Deficit Stock Total ------------ ------------ ------------ ------------ ------------ Balance, October 31, 1999 $ 840 $ 20,971,537 (21,018,249) $ (60,750) $ 971,292 Common shares issued upon exercise of options -- 1,639 -- -- 1,821 Common shares and warrants issued in private placement -- 1,054,554 -- (300,000) 765,206 Common shares issued for public relations services -- 2,163 -- -- 2,188 Options and warrants granted to employees and consultants for services -- 150,187 -- -- 150,187 Increase in notes receivable on common stock -- -- (7,213) (7,213) Net loss -- -- (920,021) -- (920,021) Balance, April 30, 2000 $ 840 $ 22,180,080 $(21,938,270) $ (367,963) $ 963,460 ------------ ------------ ------------ ------------ ------------
The accompanying notes are an integral part of the financial statements. 5 6 ELECTROPURE, INC. Consolidated Statements of Cash Flows (UNAUDITED)
Six months ended April 30, ----------------------------- 2000 1999 ----------- ----------- Cash flows from operating activities: Net loss $ (920,021) $ (802,308) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 67,637 17,680 Amortization 20,000 64,715 Issuance of warrants for services 150,188 41,084 (Increase) decrease in assets: Trade accounts receivable 25,850 113,656 Accounts receivable - related party -- 66,058 Prepaid legal and other expenses 7,162 -- Inventories 6,007 33,075 Other current assets -- (85,185) Increase (decrease) in liabilities: Trade accounts payable 38,862 (92,850) Customer deposit (161,203) 70,000 Accrued payroll and other liabilities (12,690) (18,083) ----------- ----------- CASH USED IN OPERATING ACTIVITIES (778,208) (592,158) ----------- ----------- Cash flows used in investing activities Purchase of property and equipment (53,421) (38,502) Purchase of certificate of deposit (15,000) -- CASH USED IN INVESTING ACTIVITIES (68,421) (38,502) ----------- ----------- Cash flows provided by (used in) financing activities: Principal payments on notes payable 12,195 (2,816) Proceeds from issuance of note payable 15,000 -- Proceeds from the issuance of common stock 760,181 120,000 Proceeds from exercise of warrants 1,821 -- Proceeds from issuance of preferred stock to a related party -- 1,000,000 ----------- ----------- CASH PROVIDED BY FINANCING ACTIVITIES 789,197 1,117,184 ----------- ----------- NET INCREASE (DECREASE) IN CASH (57,432) 486,524 CASH AT BEGINNING OF PERIOD 204,328 57,440 ----------- ----------- CASH AT END OF PERIOD $ 146,896 $ 543,964 =========== ===========
The accompanying notes are an integral part of the financial statements. 6 7 ELECTROPURE, INC. Consolidated Statements of Cash Flows (UNAUDITED) Supplemental Schedule of Non-Cash Investing and Financing Activities
Six months ended April 30, ------------------------- 2000 1999 --------- --------- Issuance of common stock for note receivable: Notes receivable received $ 307,213 -- Issuance of common stock $(307,213) --
The accompanying notes are an integral part of the financial statements. 7 8 ELECTROPURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements include all adjustments which management believes are necessary for a fair presentation of the results of operations for the periods presented, except those which may be required to adjust assets and liabilities to the net realizable value should we not be able to continue operations. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. It is suggested that the accompanying condensed financial statements be read in conjunction with our audited financial statements and footnotes as of and for the year ended October 31, 1999, included in our Annual Report on Form 10-KSB. Principles of Consolidation The consolidated financial statements of Electropure, Inc. and Subsidiaries include the accounts of its wholly-owned subsidiaries, Electropure EDI, Inc. and Micro Imaging Technology, both of which were incorporated in February 2000. All significant intercompany balances have been eliminated in consolidation. Financial Statement Classification Certain amounts presented within the 1999 financial statements have been reclassified in order to conform to the 2000 financial statement presentation. 2. NOTES PAYABLE At April 30, 2000 and 1999, notes payable consisted of the following:
2000 1999 -------- -------- NOTE PAYABLE TO BANK Note payable to bank, collateralized by a $15,000 certificate of deposit, with an interest rate of 8% per annum, payable in 11 monthly installments of $678 and one final payment on April 25, 2001 of $8,477 $ 15,000 -- -------- --------
8 9 ELECTROPURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE PAYABLE TO OFFICER Note payable to officer, collateralized by an automobile, with interest at 9% per annum, payable in monthly installments of $636 through July 15, 2001 Note paid in full on April 26, 2000 -- 15,715 Less: Current portion -- (4,039) -------- -------- LONG TERM PORTION OF NOTES PAYABLE TO OFFICER $ -- 11,676
3. CONTINGENCIES Litigation In August 1999, Electropure, Inc. and an unaffiliated third party, Universal Aqua Technologies, Inc. were named as cross defendants in a cross complaint by Douglas B. Platt doing business as East-West Technic Group arising from a lawsuit brought by Staar Surgical Company, Inc. against East-West Technic Group, Douglas B. Platt, and Does 1 through 100. The cross complaint was filed in the Los Angeles Superior Court, Case No. GC 023410, and alleged that we failed to provide an EDI module that could be operated as part of the system provided by Platt to Staar. In April 2000, the lawsuit was settled in its entirety in exchange for the total payment of $18,000 to the plaintiff, Staar; to be paid in equal amounts of $6,000 by Platt, Universal and us. We paid $1,000 in May 2000 and will satisfy the balance due in monthly installments of $1,000 through October 2000. As part of the settlement agreement, we are entitled to recover the EDI module held by Staar. Concentration of Risk Financial instruments which potentially subject us to concentrations of credit risk consist primarily of trade accounts receivable. Exposure to losses on accounts receivable is principally dependent on the individual customer's financial condition, as credit sales are not collateralized. We monitor our exposure to credit losses and reserve for those accounts receivable that we deem to be not collectible. During the six months ended April 30, 2000: - Approximately 89% of the $231,778 in sales of our EDI products were made to foreign customers. One such foreign customer, Mihama Corporation of Tokyo, Japan, accounted for 65% of EDI product sales. Of the total EDI sales during the period, approximately 31% represented sales of the redesigned EDI module which incorporates our proprietary ion exchange membranes. 9 10 ELECTROPURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- - Less than 1% of the $175,933 in sales of our Hydro Components products were made to foreign customers. Two domestic companies accounted for approximately 53% of Hydro Components sales; Lenscrafters at 41% and McMaster-Carr Corporation at 12%. - Our membrane division began selling ion exchange membranes for use in electrodialysis, electrodeionization, electrodeposition and general electrochemical separations. One domestic customer, Purolite Company, accounted for 94% of the total of $43,846 in membrane product sales. We make all sales and receive all payments in U.S. dollars on all foreign sales. No provision has been recorded for uncollectable trade accounts receivable for the period ended April 30, 2000. 4. SHARE TRANSACTIONS Private Placement Offering - Common Stock In a February 2000 private placement offering, we sold units consisting of 25,000 shares of common stock and 12,500 redeemable detachable three-year warrants to purchase common stock at an exercise price of $2.00 per share. The warrants are redeemable at $0.05 per warrant if the price of common stock equals or exceeds $4.00 per share for 30 consecutive business days. We issued units representing 660,000 shares of common stock for net proceeds of $160,000 and a note receivable in the amount of $500,000 was also issued by a related party who is our largest shareholder. Of this receivable, $200,000 was collected and the balance is recorded as a reduction of shareholders' equity as of April 30, 2000. Common Shares Issued for Debt Between December 1999 and February 2000, we borrowed $400,000 from a related party who is the largest shareholder. The terms of the notes provided for conversion into our securities on terms to be mutually agreed. On February 24, 2000, the notes were converted into the above private placement securities. We issued 405,206 shares of common stock and 202,603 redeemable detachable three-year warrants to purchase common stock at an exercise price of $2.00 per share at fair market value of $405,206 in connection with the conversion of convertible notes payable and accrued interest totalling $5,206. Common Shares Issued for Warrants Exercised On November 1, 1999, warrants were exercised resulting in the purchase of 18,210 shares of common stock and we received net proceeds of $1,821. 10 11 ELECTROPURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- Common Shares Issued for Services On February 23, 2000, we issued 2,500 shares of common stock, valued at $2,188, to a consulting firm in partial payment for public relations services to be rendered. The value of the services involved in the transaction has been expensed and added to common stock and additional paid-in capital. 5. LOSS PER COMMON SHARE In accordance with the disclosure requirements of SFAS No. 128, Earnings Per Share, a reconciliation of the numerator and denominator of the basic and diluted loss per share calculation and the computations of net loss per common share for the periods ended April 30, 2000 and 1999 are as follows.
2000 1999 ----------- ----------- Net loss available to common shareholders: Loss before extraordinary gain $ (920,021) $ (802,308) Extraordinary gain -- -- ----------- ----------- Net loss available to common shareholders $ (920,021) $ (802,308) =========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING 8,173,677 8,624,892 =========== =========== Basic and diluted loss per common share: Loss before extraordinary gain $ (0.11) $ (0.09) Extraordinary gain -- -- ----------- ----------- NET LOSS $ (0.11) $ (0.09) =========== ===========
The following securities and contingently issuable shares are excluded in the calculation of diluted shares outstanding as their effects would be antidilutive for the periods ended April 30, 2000 and 1999 as follows:
2000 1999 --------- --------- Stock options and warrants 5,101,327 3,349,834 Convertible preferred stock 1,000,000 1,000,000
6. BUSINESS SEGMENTS 11 12 ELECTROPURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- We have four reportable segments: water purification (Electropure, EDI, Inc. ["EDI"]), hydro components ("HC"), ion exchange membranes ("MEM") (a start up segment), and fluid monitoring (Micro Imaging Technology ["MIT"]). The water purification segment produces water treatment modules for sale to manufacturers of high purity water treatment systems. The hydro components segment sells water and wastewater treatment products to the light commercial/industrial markets. The membrane segment sells ion exchange membranes for use in electrodialysis, electrodeionization, electrodeposition and general electrochemical separations. The fluid monitoring segment is developing technology that is anticipated will enable real time identification of contamination in fluids. Our reportable segments are strategic business units that offer different products, are managed separately, and require different technology and marketing strategies. The accounting policies of the segments are those described in the summary of significant accounting policies. We evaluate performance based on results from operations before income taxes, not including nonrecurring gains and losses. Business Segment Information:
Three Months Ended Six Months Ended April 30, April 30, ----------------------------- ----------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Revenue EDI $ 116,868 $ 20,703 $ 231,778 $ 201,001 HC 68,604 110,780 175,933 210,453 MEM 41,515 -- 43,846 -- MIT -- -- -- -- ----------- ----------- ----------- ----------- TOTAL REVENUE $ 226,987 $ 131,483 $ 451,557 $ 411,454 =========== =========== =========== =========== Operating Loss EDI $ (108,262) $ (165,265) $ (212,628) $ (275,079) HC 43,585 41,464 19,330 93,644 MEM (62,017) (99,685) (92,083) (99,685) MIT (103,374) (182,507) (189,598) (349,446) Corporate (260,082) (120,377) (450,763) (182,791) ----------- ----------- ----------- ----------- TOTAL OPERATING LOSS $ (490,150) $ (526,370) $ (925,742) $ (813,357) =========== =========== =========== ===========
12 13 ELECTROPURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- Business Segment Information, Continued:
Three Months Ended Six Months Ended April 30, April 30, ----------------------------- ----------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Depreciation and Amortization EDI $ 7,524 $ 41 $ 14,705 $ 41 HC 100 245 198 490 MEM 24,839 10,000 49,677 20,000 MIT 1,099 22,819 2,140 45,176 Corporate 10,564 8,511 20,917 16,688 ----------- ----------- ----------- ----------- TOTAL DEPRECIATION AND AMORTIZATION $ 44,126 $ 41,616 $ 87,637 $ 82,395 =========== =========== =========== =========== Identifiable Assets EDI $ 339,855 $ 320,591 $ 339,855 $ 320,591 HC 139,406 255,451 139,406 255,451 MEM 465,398 346,424 465,398 346,424 MIT 67,101 430,638 67,101 430,638 Corporate 272,857 348,490 272,857 348,489 ----------- ----------- ----------- ----------- TOTAL IDENTIFIABLE ASSETS $ 1,284,617 $ 1,701,594 $ 1,284,617 $ 1,701,593 =========== =========== =========== =========== Expenditures for Long Lived Assets EDI $ 22,978 $ 2,200 $ 36,812 $ 2,200 HC -- 4,900 -- 4,900 MEM -- 79,685 4,412 79,685 MIT 1,505 4,773 1,505 4,773 Corporate 8,906 21,483 10,692 26,629 ----------- ----------- ----------- ----------- TOTAL EXPENDITURES FOR LONG LIVED ASSETS $ 33,389 $ 113,041 $ 53,421 $ 118,187 =========== =========== =========== =========== Geographic Information: Revenues United States $ 113,684 $ 119,520 $ 218,613 $ 244,593 Japan 65,000 -- 170,300 130,427 Ireland 12,518 -- 18,758 10,235 Other foreign countries 35,785 11,963 43,886 26,199 ----------- ----------- ----------- ----------- TOTAL REVENUES $ 226,987 $ 131,483 $ 451,557 $ 411,454 =========== =========== =========== ===========
13 14 ELECTROPURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 7. SUBSEQUENT EVENTS As of June 12, 2000, we received $200,000 of the $300,000 note receivable on common stock due from Anthony Frank, our majority shareholder. In May 2000, we appointed an exclusive representative to sell our EDI products to original equipment manufacturers in Belgium, Luxembourg, Germany, Austria, Switzerland, France, Spain, Portugal, Italy, Greece, Hungary, Bulgaria, Romania, Czech Republic, Slovakia, Poland, Denmark, Norway, Sweden, and Finland. The arrangement also provides that this representative may sell EDI products to both end-users and OEM's located in The Netherlands. The appointment expires on May 8, 2001 and provides that our representative will receive a 10% commission on all EDI orders in the stated territories. In May 2000, the Board of Directors authorized an offering of up to 1,000,000 shares of our common stock in conjunction with a private placement offering of 200 Units of the Series A convertible preferred stock of Micro Imaging Technology, our wholly-owned Nevada subsidiary. Each Unit consists of 10,000 shares of MIT Series A convertible preferred stock and a right to purchase up to 5,000 shares of our common stock at $1.00 per share. The Units are being offered in two distinct stages. In the first stage, the purchase price for each Unit is $30,000, plus $1.00 for each share of our common stock, up to 5,000 shares. In the second stage, the purchase price for each Unit is $40,000, plus $1.00 for each share of our common stock, up to 5,000 shares. Either stage of the offering may be closed at any time before selling the maximum number of Units allocated to that stage. The offering expires on October 15, 2000. There is no minimum subscription amount and as of June 12, 2000, no Units of the private placement offering have been subscribed. 14 15 ELECTROPURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- PART I ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Certain of the statements contained herein, other than statements of historical fact, are forward-looking statements. Such forward-looking statements are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results we expect. Potential risks and uncertainties that could affect our future operating results include, without limitation, economic, competitive and legislative developments. RESULTS OF OPERATIONS References to 1999 and 2000 are for the six months ended April 30, 1999 and 2000, respectively. Sales increased in fiscal 2000 by $40,103 as compared to fiscal 1999 primarily due to enhanced efforts to market the EDI product line and our ion exchange membrane products. The increase in sales was partially offset by a decrease in sales of our Hydro Components products due to a temporary decrease in marketing personnel during the period. Costs of goods sold for fiscal 2000 increased by $86,863 as a result of increases in sales activity in the newly operational membrane division as well as due to the allocation of depreciation expense on new manufacturing equipment placed in service in fiscal 2000. Research and development expenses for fiscal 2000 decreased by $27,053 compared to fiscal 1999. These expenses primarily arise from the program which we initiated in December 1997 to develop the micro imaging technology for detecting and identifying contaminants in fluids. The decrease primarily results from a reduction in equipment expenditures and consulting expenses related to the program as well as a reduction in amortization expense relating to proprietary technology which was fully amortized as of the fiscal year ended October 31, 1999. General and administrative expenses for fiscal 2000 increased by $111,337 as compared to fiscal 1999. The increase results primarily from an increase of $123,446 in salaries and an increase of $104,993 in operating expenses such as in legal and accounting fees and rent expense. These increases were partially offset by a $117,102 decrease in consulting expenses in fiscal 2000. 15 16 ELECTROPURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- Interest income arose from short-term investments and decreased by $1,760 for the fiscal period ended April 30, 2000 as compared to the prior year period, reflecting a reduction in available working capital. Interest expense for fiscal 2000 was $3,571, with no comparable activity during the prior period. Interest expense arises, primarily, from equipment and automobile financing activities. We realized a net loss before income taxes of $919,221 for fiscal 2000, representing an increase of $117,713 from the prior year level. The increase was primarily due, as noted above, to increases in salaries, operating expenses and costs of goods sold. LIQUIDITY AND CAPITAL RESOURCES At April 30, 2000, we had working capital of $223,521. This represents a working capital increase of $12,486 compared to that reported at October 31, 1999 and reflects the fact that we substantially offset our customer deposits with the delivery of EDI products during the period while maintaining comparable inventory levels. Our primary sources of working capital have been from short term loans and from the sale of private placement securities. In February 2000, we borrowed $100,000 from Mr. Anthony Frank, a majority shareholder, at a 10% annual interest rate. Between February and April 2000, we received $765,206 and a $300,000 note receivable from the sale of 1,065,206 shares of common stock and 532,603 warrants to purchase common stock at $2.00 per share. Of the proceeds received, $400,000 represented the conversion of principal loans, plus $5,206 in accrued interest, on loans we had received between December 1999 and February 2000 from Mr. Anthony Frank. During the latter part of fiscal year 1999, we curtailed our marketing activity on the EDI product while modifications could be effected to the EDI design and the ion permeable membrane derived from the Hydro Components acquisition could be developed. Sales began in late December 1999 of the redesigned EDI product which incorporates the more cost-effective ion permeable membranes. Sales of EDI products increased in the second quarter of fiscal 2000 by 6% and are expected to continue to increase through the latter part of fiscal 2000. PLAN OF OPERATION In the opinion of management, available funds and funds to be realized from the note receivable from private placement subscriptions discussed above will satisfy our working capital requirements through August 2000. We intend to fund our working capital requirements by increasing marketing efforts for all of our products. In addition, we have taken 16 17 ELECTROPURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- the initial steps to form two Nevada corporations which are wholly-owned subsidiaries of Electropure: - Micro Imaging Technology was formed in February 2000 and will conduct our research and development operations on the detection and identification of fluid-borne microorganisms. We filed a patent application on this technology in February 2000. It is contemplated that, within the next 60 days, we will enter into an arrangement with MIT to transfer certain assets, including all patent rights, in exchange for a combination of stock, options and cash, as well as a percentage of future revenues. - We formed Electropure EDI, Inc. in February 2000 to conduct manufacturing and sales operations for our EDI line of products. Initially, we are seeking to establish a business arrangement with a potential candidate for licensing of our Micro Imaging Technology system. We have proposed an arrangement which involves an exclusive license for the ASEAN countries. Discussions are in the preliminary stages. Similar arrangements may arise for our EDI technology, although there are no current discussions underway and we have no current plans to seek potential licensing candidates. We believe that, if necessary, we will be able to raise additional working capital by the private sale of our securities. No assurances can be given that currently available funds will satisfy our working capital needs for the period estimated, or that we can obtain additional working capital through the sale of common stock or other securities, the issuance of indebtedness or otherwise or on terms acceptable to us. Further, no assurances can be given that any such equity financing will not result in a further substantial dilution to the existing shareholders or will be on terms satisfactory to us. We will be required to raise substantial amounts of new financing, in the form of additional equity investments, loan financing, or from strategic partnerships, to carry out our business objectives. There can be no assurance that we will be able to obtain such additional financing on terms that are acceptable to us and at the time required by us, or at all. Further, any such financing may cause dilution of the interests of our current shareholders. If we are unable to obtain such additional equity or loan financing, our financial condition and results of operations will be materially adversely affected. Moreover, estimates of our cash requirements to carry out our current business objectives are based upon certain assumptions, including certain assumptions as to our revenues, net income or loss and other factors, and there can be no assurance that such assumptions will prove to be accurate or that unbudgeted costs will not be incurred. Future events, including the problems, delays, expenses and difficulties frequently encountered by similarly situated companies, as well as changes in economic, regulatory or competitive conditions, may lead to cost increases that could have a material adverse effect on 17 18 ELECTROPURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- us and our plans. If we are not successful in obtaining loans or equity financing for future developments, it is unlikely that we will have sufficient cash to continue to conduct operations, particularly research and development programs, as currently planned. We believe that in order to raise needed capital, we may be required to issue debt or equity securities that are significantly lower than the current market price of our common stock. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In August 1999, a cross complaint for breach of contract, misrepresentation and negligence was filed against us and other unaffiliated defendants by Douglas B. Platt d/b/a East-West Technic Group, the defendant in a Los Angeles Superior Court action, Case No. GC 023410, brought by Starr Surgical Company, Inc. The cross-complaint charged Electropure with breach of contract, misrepresentation and negligence in connection with the sale to Platt of an EDI module subsequently provided by Platt to Starr Surgical. The matter was settled in April 2000 for equal payments to Staar Surgical of $6,000 each by Platt, Electropure and Universal Aqua Technologies, who manufactured the water treatment system supplied to Staar. ITEM 2. CHANGES IN SECURITIES On February 23, 2000, we issued 2,500 shares of common stock, valued at $2,188, as partial payment for public relations services to be rendered. In February 2000, the Board of Directors authorized a private placement offering of Units of Electropure's securities, each Unit consisting of 25,000 shares of common stock and 12,500 three-year warrants to purchase common stock at $2.00 per share. The warrants are redeemable by us at any time that the common stock of Electropure equals or exceeds $4.00 per share for thirty consecutive trading days. The following issuances occurred with regard to the private placement offering: - On February 25, 2000, Mr. Anthony Frank, a majority shareholder, converted $400,000 in principal and $5,206 in interest on loans made to us between December 1999 and February 2000 into the above private placement Units. Mr. Frank received 405,206 shares of common stock and 202,603 two-year warrants to purchase common stock at $2.00 per share as a result of such conversion. - On March 6, 2000, Mr. Frank purchased an additional 20 Units of the above-described private placement offering for the sum of $500,000. Mr. Frank received 500,000 shares of common stock and 250,000 warrants to purchase common stock at $2.00 per share with regard to this purchase. 18 19 ELECTROPURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- - In March 2000, we realized an additional $160,000 on the sale of 160,000 shares of common stock and 80,000 warrants from the above private placement offering. In February 2000, we entered into a one-year agreement for administrative and financial consulting services for which we pay $1,000 per month for the first six months and $1,500 per month for the last six months of the agreement. We also granted 75,000 warrants to purchase common stock at $0.625 per share. The warrants vest in 25,000 annual increments commencing on February 1, 2000 and will expire on February 1, 2006. The fair value of the warrants, totaling $46,500, is being recorded as a consulting expense over the period we receive the services. On March 14, 2000, we granted 100,000 warrants at $0.875 per share in connection with the appointment of an individual as our EDI business development representative in certain European countries. The warrants vest over a four-year period and expire on March 14, 2005. The fair value of the warrants, totaling $86,000, is being recorded as a consulting expense over the period we receive the services. On March 24, 2000, in exchange for consulting services rendered, we granted 25,000 warrants which expire on March 24, 2003 and are exercisable at $0.9375 per share. The fair value of the warrants was $22,000 and has been recorded as a consulting expense in fiscal 2000. The issuance of securities was exempt from registration under the Securities Act of 1933, as amended (the "Act"), by virtue of Sections 3(b) and 4(2) of the Act, including Regulation D promulgated thereunder. We believe that the recipients acquired the securities for investment only and not with a view to the distribution thereof and legends were affixed to the stock certificates. Except as noted, no underwriters or brokers were involved in any transaction. ITEMS 3 THROUGH 5 OMITTED AS NOT APPLICABLE. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits
Exhibit Number Description ------------------- ------------------------- 27 Financial Data Schedule
(b) Report on Form 8-K. None. 19 20 ELECTROPURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: June 12, 2000 ELECTROPURE, INC. By /S/ CATHERINE PATTERSON ---------------------------------------- Catherine Patterson (Secretary and Chief Financial Officer with responsibility to sign on behalf of Registrant as a duly authorized officer and principal financial officer) 20 21 EXHIBIT INDEX
Exhibit Number Description ------------------- ------------------------- 27 Financial Data Schedule
EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 0000808015 ELECTROPURE, INC. 1 U.S. DOLLARS 6-MOS OCT-31-1999 NOV-01-1999 APR-30-2000 1 131,896 0 71,895 0 198,881 515,017 675,189 122,533 1,284,618 288,075 0 0 1,026,000 88,773 0 1,284,618 451,557 451,557 542,302 542,302 834,197 800 (3,571) (919,221) 800 (920,021) 0 0 0 (920,021) (0.11) (0.11)
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