SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 4, 2002
LITHIUM TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10446 13-3411148
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization) File Number) Identification No.)
5115 Campus Drive, Plymouth Meeting, PA 19462
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 940-6090
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_____________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statement Pro Forma Information and Exhibits.
Item 7 (b) is hereby amended in its entirety.
(b) Proforma Financial Information .................. F-15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: April 14, 2003
LITHIUM TECHNOLOGY CORPORATION
(Registrant)
By: /s/ David J. Cade
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David J. Cade
Chairman and Chief Executive Officer
By: /s/ Ralf Tolksdorf
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Ralf Tolksdorf
Chief Financial Officer
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Combined Condensed Financial Statements of
Lithium Technology Corporation (LTC) and GAIA Holding B. V. (GAIA Holding), a
private limited liability company incorporated under the laws of the
Netherlands, give effect to the share exchange between LTC and GAIA Holding
under the purchase method of accounting prescribed by SFAS 141, Business
Combinations. These pro forma statements are presented for illustrative purposes
only. The pro forma adjustments are based upon available information and
assumptions that management believes are reasonable. The Unaudited Pro Forma
Combined Condensed Financial Statements do not purport to represent what the
results of operations or financial position of LTC would actually have been if
the share exchange had in fact occurred on January 1, 2001, nor do they purport
to project the results of operations or financial position of LTC for any future
period or as of any date, respectively. Under the purchase method of accounting,
tangible and identifiable intangible assets acquired and liabilities assumed are
recorded at their estimated fair values. The estimated fair values and useful
lives of assets acquired and liabilities assumed are based on a management's
estimates and are subject to formal valuation adjustments.
These Unaudited Pro Forma Combined Condensed Financial Statements do not give
effect to any restructuring costs or to any potential cost savings or other
operating efficiencies that could result from the share exchange between LTC and
GAIA Holding. The consolidated financial statements of LTC for the year ended
December 31, 2001, are derived from audited consolidated financial statements
and are included in Form 10-KSB filed by LTC on March 28, 2002, with the
Securities and Exchange Commission. The consolidated financial statements of LTC
for the nine months ended September 30, 2002, are derived from unaudited
financial statements and are included in Form 10-QSB filed by LTC on November
14, 2002, with the Securities and Exchange Commission. The historical
consolidated financial statements of GAIA Holding for the year ended December
31, 2001 and the nine months ended September 30, 2002, are derived from certain
audited and unaudited financial statements contained in the first amended
Current Report on Form 8K.
You should read the financial information in this section along with LTC's and
GAIA Holding's historical consolidated financial statements and accompanying
notes in prior Securities and Exchange Commission filings.
F-15
Lithium Technology Corporation
Unaudited Pro Forma Combined Condensed Balance Sheet
With GAIA Holding B.V.
September 30, 2002
Lithium GAIA Promissory Share
Technology Holding Note Conversion Exchange Pro Forma
Corporation B.V. (G) Adjustment (A) Adjustments Combined
----------- -------- --------------- ----------- --------
ASSETS
Cash and cash equivalents $ 20,000 $ 77,000 $ 97,000
Inventories -- 55,000 55,000
Prepaid insurance and deferred charges 137,000 445,000 582,000
Total current assets 157,000 577,000 734,000
Due from related parties -- 2,407,000 2,407,000
Property and equipment, less
accumulated depreciation 258,000 4,292,000 $ 57,000 (B) 4,607,000
Other assets 21,000 143,000 164,000
Goodwill 1,965,000 (B) 1,965,000
Intangibles, less accumulated amortization $ 8,000,000 (B) 8,000,000
$ 436,000 $ 7,419,000 $ - $10,022,000 $17,877,000
F-16
Lithium Technology Corporation
Unaudited Pro Forma Combined Condensed Balance Sheet
With GAIA Holdings B.V.
September 30, 2002
LIABILITIES AND STOCKHOLDER'S
EQUITY (DEFICIENCY)
Accounts payable $ 475,000 $ 668,000 $1,143,000
Accrued salaries 201,000 201,000
Notes payable 65,000 65,000
Convertible promissory notes 1,915,000 $ (1,915,000) -
Non-convertible promissory notes 500,000 500,000
Other current liabilities and accrued expenses 468,000 468,000
Total current liabilities 3,156,000 1,136,000 (1,915,000) - 2,377,000
LONG-TERM LIABILITIES
Convertible promissory notes 3,949,000 3,949,000
Loans from financial institutions 1,617,000 1,617,000
Subordinated loan from related party 20,039,000 20,039,000
Silent partnership loans-related party 2,407,000 2,407,000
Silent partner loans 1,947,000 1,947,000
Total long term liabilities 3,949,000 26,010,000 - 29,959,000
F-17
Lithium Technology Corporation
Unaudited Pro Forma Combined Condensed Balance Sheet
With GAIA Holding B.V.
September 30, 2002
STOCKHOLDER'S EQUITY (DEFICIENCY)
Preferred stock 1,000 (C) 1,000
Common stock 643,000 99,000 239,000 (99,000) (D) 882,000
Additional paid-in capital 70,358,000 1,557,000 1,676,000 (70,358,000) (D) 9,741,000
(643,000) (D)
99,000 (D)
7,053,000 (B)
(1,000) (C)
Cumulative translation adjustments 1,000 1,000
Accumulated deficit (6,865,000) (175,000) 6,865,000 (D) (175,000)
Deficit accumulated during development stage (70,805,000) (21,209,000) 70,805,000 (D) (24,909,000)
(3,700,000) (B)
Total stockholder's equity
(deficiency) (6,669,000) (19,727,000) 1,915,000 10,022,000 (14,459,000)
Total liabilities and stockholder's
equity (deficiency) $ 436,000 $ 7,419,000 $ - $ 10,022,000 $ 17,877,000
See accompanying notes.
F-18
Lithium Technology Corporation
Unaudited Pro Forma Combined Condensed Statement of Operations
With GAIA Holdings B.V.
For the Nine Months Ended September 30, 2002
Lithium GAIA Promissory Share
Technology Holding Note Conversion Exchange Pro Forma
Corporation B. V. (G) Adjustment(A) Adjustments Combined
REVENUES:
Development contracts and research grants $ 83,000 $ 567,000 $ 650,000
COSTS AND EXPENSES:
Engineering, research and development 1,314,000 1,719,000 3,033,000
General and administrative 1,183,000 785,000 1,968,000
Stock based compensation expense 2,755,000 295,000 3,050,000
Amortization of intangibles $ 500,000 (E) 500,000
5,252,000 2,799,000 500,000 8,551,000
OTHER INCOME (EXPENSE):
Interest expense, net of interest income (6,000) (800,000) (806,000)
Interest expense related to beneficial
conversion feature (18,714,000) (18,714,000)
Gain on insurance recovery 30,000 30,000
(18,690,000) (800,000) (19,490,000)
NET LOSS $(23,859,000) $(3,032,000) $ (500,000) $(27,391,000)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 63,922,355 23,932,087 (F) 111,340,524 (F) 199,194,966
BASIC AND DILUTED NET LOSS PER SHARE $ (0.37) $ (0.14)
See accompanying notes.
F-19
Lithium Technology Corporation
Unaudited Pro Forma Combined Condensed Statement of Operations
With GAIA Holdings B. V.
For the Year Ended December 31, 2001
Lithium GAIA Promissory Share
Technology Holding Note Conversion Exchange Pro Forma
Corporation B. V. (G) Adjustment(A) Adjustments Combined
REVENUES:
Development contracts and research grants $ 22,000 $ 410,000 $ 432,000
COSTS AND EXPENSES:
Engineering, research and development 1,060,000 2,149,000 3,209,000
General and administrative 954,000 1,075,000 2,029,000
Stock based compensation expense 469,000 326,000 795,000
Intangibles expensed
Amortization of intangibles $ 667,000 (E) 667,000
2,483,000 3,550,000 667,000 6,700,000
OTHER INCOME (EXPENSE):
Interest expense, net of interest income (7,000) (1,058,000) (1,065,000)
Interest expense related to beneficial
conversion feature (80,000) (80,000)
Gain on sale of subsidiary 149,000 149,000
(87,000) (909,000) (996,000)
NET LOSS $(2,548,000) $(4,049,000) $ (667,000) $ (7,264,000)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 51,303,305 23,932,087 (F) 111,340,524 (F) 186,575,916
BASIC AND DILUTED NET LOSS PER SHARE $ (0.05) $ (0.04)
See accompanying notes
F-20
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
On October 4, 2002, LTC closed the Share Exchange pursuant to which LTC acquired
60% of the outstanding shares of GAIA Holding. On December 13, 2002, LTC
acquired the remaining 40% of the outstanding shares of GAIA Holding in
accordance with a Share Exchange Agreement dated November 25, 2002. The
transaction has been accounted for as a reverse acquisition whereby the total
purchase price of the share exchange has been allocated on a preliminary basis
to LTC, primarily intangibles and in process research and development.
The unaudited pro forma combined condensed balance sheet as of September 30,
2002 has been prepared as if the share exchange and the other transactions had
occurred on that date. The unaudited pro forma combined condensed statement of
operations for the nine months ended September 30, 2002 and for the year ended
December 31, 2001 assumes that the share exchange and the other transactions
were consummated on January 1, 2001.
The adjustments to the unaudited pro forma combined condensed financial
statements for the year ended December 31, 2001 and the nine months ended
September 30, 2002 are as follows:
(A) To reflect the conversion of $1,914,567 principal of LTC non-interest
bearing promissory notes into 23,932,087 shares of LTC common stock.
(B) To reflect the issuance of 60,000 shares of LTC preferred stock on October
4, 2002, in connection with the share exchange, which are convertible into
66,804,314 shares of LTC common stock. Also, to reflect the issuance of 40,000
shares of LTC preferred stock on December 18, 2002, in connection with the
November 25, 2002 Share Exchange Agreement, which are convertible into
44,536,210 shares of LTC common stock.
The share exchange between LTC and GAIA Holding has been accounted for as a
reverse acquisition. The purchase price has been determined as a step
acquisition, based on the fair market value LTC's outstanding shares at the date
of the exchanges, with 84% of outstanding shares deemed acquired in the first
exchange and 18% in the second exchange. There were 64,303,305 shares
outstanding prior to the exchanges. The first exchange was based on the LTC
closing price ($0.11) as of October 4, 2002. The October 4, 2002 date was used
because there were significant modifications made to the agreement through the
date of closing on October 4, 2002. The value of the shares for the second
exchange ($0.09) was based on the LTC closing price on December 5, 2002 when the
agreement was finalized and announced.
Estimated Purchase Price.
First Exchange (84% of 64,303,305 shares at $0.11 per share) $ 5,942,000
Second Exchange (16% of 64,303,305 shares at $0.09 per share) 926,000
Fair value of LTC options and warrants 133,000
Transaction cost incurred by GAIA 52,000
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Total purchase price $ 7,053,000
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Assets acquired:
Cash $ 20,000
Prepaid and other current assets 137,000
Property and equipment 315,000
Intangible assets - patents 8,000,000
In-process R&D (expensed) 3,700,000
Goodwill 1,965,000
Other assets 21,000
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Total assets acquired 14,158,000
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Liabilities assumed:
Accounts payable 475,000
Accrued salaries 201,000
Notes payable 65,000
Promissory notes converted 1,915,000
Convertible debt securities 4,449,000
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Total liabilities assumed 7,105,000
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Net assets acquired $ 7,053,000
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F-21
Deferred taxes have not been recorded since deferred tax assets on net operating
losses are recognizable to offset the amount of deferred tax liability
recognized in purchase accounting.
(C) To reflect the issuance of 600 and 400 shares of LTC preferred shares issued
in the Share Exchange.
(D) The share exchange between LTC and GAIA Holding has been accounted for as a
reverse acquisition. These adjustments reflect the elimination of LTC's
historical additional paid in capital, accumulated deficit and deficit
accumulated during the development stage and GAIA Holding's historical common
stock since GAIA Holding will be the acquirer for accounting purposes.
(E) Amortization of Intangibles using an estimated useful life of twelve years.
(F) The weighted average number of common shares outstanding and the basic and
diluted net loss per share have been stated to include the conversion of
$1,914,567 principal of LTC promissory notes into 23,932,087 shares of LTC
common stock and the conversion of the LTC preferred stock issued in the share
exchange into 111,340,524 shares of LTC common stock.
(G) Conversion rates from EUR into US Dollars of GAIA Holding for purposes of
preparing the Unaudited Pro Forma Combined Financial Statements are as follows:
Balance Sheet as of September 30, 2002. (0.9882286). Operating results year
ended December 31, 2001. (89541222). Operating results nine months ended
September 30, 2002. (0.926).
F-22