Ballard Power Systems Reports 2002 Results, Part 2 of 2.Part 2. RISKS & UNCERTAINTIES Our development and commercialization plans for Ballard Ballard is a name used for a variety of people, places, and organizations: Places
A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " within the meaning of Section 27A of the Securities Act of 1933, as amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. , and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to a number of risks and uncertainties including those detailed below. We are a development stage company and our business entails risks and uncertainties that affect our outlook and eventual results of our business and commercialization plans. The primary risks relate to meeting our product development and commercialization milestones, which require that our products exhibit the functionality, cost, durability du·ra·ble adj. 1. Capable of withstanding wear and tear or decay: a durable fabric. 2. , and performance required in a commercial product. To be commercially useful, certain of our PEM fuel cell products, carbon fiber products, combustion engine power generator products, electric drives and power electronics products must be integrated into products manufactured by original equipment manufacturers. There is no guarantee that original equipment manufacturers will manufacture appropriate products, or, if they do manufacture such products, that they will choose to use our products as components. There is also a risk that market acceptance might take longer to develop than anticipated and there is no guarantee that we will continue to develop, manufacture or market our product or components if market acceptance levels do not support the continuation continuation - continuation passing style of the product or component. Our business plan recognizes and, to the extent possible, attempts to manage these risks by pursuing diverse end markets for our PEM fuel cell products, carbon fiber products, combustion engine power generator products, electric drives and power electronics products. Within these markets, our commercialization plan is focused on products that we believe have a competitive advantage. We are developing components and subsystems for fuel cell systems that we are leveraging into non-fuel cell applications to further our technology, build recurring re·cur intr.v. re·curred, re·cur·ring, re·curs 1. To happen, come up, or show up again or repeatedly. 2. To return to one's attention or memory. 3. To return in thought or discourse. revenues, create distribution channels, reduce costs by increasing volumes and to develop the operating disciplines required to manufacture and sell commercial products. Additionally, the plan for product and market development is to work closely with strategic partners and key customers who together have the capability and understanding of specific markets to develop products that incorporate our products to meet consumer requirements. The demonstration programs in portable, stationary Stationary can mean:
v. To moderate in force or intensity. mit  i·ga tion n. these risks to the
extent possible through detailed project management, formal design
reviews, reviews by external experts, contingency plans A plan involving suitable backups, immediate actions and longer term measures for responding to computer emergencies such as attacks or accidental disasters. Contingency plans are part of business resumption planning. which anticipate
likely problems, safety reviews, training and testing programs related
to the operation and maintenance of fuel cells for portable power
products and stationary generators, fuel cell engines for
transportation, combustion engine power generators, electric drives and
power electronics, and by carrying appropriate liability insurance.
However, there can be no assurance that the demonstrations will be
successful in meeting our product development, market development and
commercialization objectives.PEM fuel cell vehicles
A prime mover, the fuel for which is burned within the engine, as contrasted to a steam engine, for example, in which fuel is burned in a separate furnace. vehicle. Our automotive customers have reached consensus that their first commercial PEM fuel cell vehicles will be hydrogen-fueled. We are focusing our development activities on hydrogen-based systems to meet our customers' needs. The California Fuel Cell Partnership The California Fuel Cell Partnership is a public-private partnership to promote hydrogen vehicles (including cars and buses) in California. It is notable as one of the first initiatives for that purpose undertaken in the United States. , a collaboration Working together on a project. See collaborative software. of automotive manufacturers, energy companies, fuel cell technology companies and government agencies, is working to successfully demonstrate fuel cell technology, create public awareness and solve common issues, including fuel infrastructure, along the path to commercialization of fuel cell vehicles. This increased visibility and greater public awareness of the technology and its advantages helps to create political will to put government policies and programs in place that will speed up the adoption of fuel cells and the development of a hydrogen infrastructure. Globally, governments continue to support fuel cells through a variety of programs, including funding the development of a fuel infrastructure (such as the recent Freedom Car and Hydrogen Fuel initiative, which is proposing funding for fuel cell vehicle and hydrogen fuel research and development over the next five years), support for vehicle demonstrations, and the development and field testing of portable and stationary fuel cell power generators and light-duty adj. 1. not designed for heavy or demanding work; as, a light-duty detergent s>. Opposite of heavy-duty nt>. Adj. 1. light-duty - not designed for heavy work; "a light-duty detergent" vehicles. Within Europe Europe (y  r`əp), 6th largest continent, c.4,000,000 sq mi (10,360,000 sq km) including adjacent islands (1992 est. pop. 512,000,000). , the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of , Japan and China, there
are a number of competitors COMPETITORS, French law. Persons who compete or aspire to the same office, rank or employment. As an English word in common use, it has a much wider application. Ferriere, Dict. de Dr. h.t. actively engaged in the development of PEM
fuel cell products, carbon fiber products, combustion engine power
generator products, electric drives and power electronics. Each of these
competitors has the potential to capture or retain market share in
various markets to our detriment Any loss or harm to a person or property; relinquishment of a legal right, benefit, or something of value.Detriment is most frequently applied to contract formation, since it is an essential element of consideration, which is a prerequisite of a legally enforceable contract. . Many of these companies are very large in comparison to us and have extensive manufacturing, marketing, and sales capabilities. We seek to maintain our technology lead through our strong intellectual property position, which will act as a barrier against competitors, and by continuing to invest in technology development. However, there can be no assurance that our present or future issued patents will protect our technology lead. Our patents that have been obtained or applied for will expire expire /ex·pire/ (ek-spi´er) 1. to exhale. 2. to die. ex·pire v. 1. To breathe one's last breath; die. 2. To exhale. during the period from 2009 to 2022. We also rely upon know-how know-how n. The knowledge and skill required to do something correctly. See Synonyms at art1. know-how Noun Informal the ability to do something that is difficult or technical and trade secrets to maintain our technology lead. However, there is no assurance that this information can be completely protected. In addition to the competition faced from other fuel cell manufacturers, Ballard(R) fuel cell products must also compete with alternative power products (such as advanced batteries and hybrid hybrid (hī`brĭd), term applied by plant and animal breeders to the offspring of a cross between two different subspecies or species, and by geneticists to the offspring of parents differing in any genetic characteristic (see genetics). battery / internal combustion engines), new alternative power technologies, including other types of fuel cells, current power technologies and improvements to current power technologies. Our commercialization plan seeks to overcome this competition by focusing on fuel cell products where a competitive advantage exists and by relying on the large overall size of the portable and stationary power generation and transportation markets to ensure a sufficient market for our products. Additionally, we are leveraging our components and subsystems into non-fuel cell markets to create early revenue and further develop our fuel cell technology. One of our markets is for stationary fuel cell power generators. This market is being driven by deregulation Deregulation The reduction or elimination of government power in a particular industry, usually enacted to create more competition within the industry. Notes: Traditional areas that have been deregulated are the telephone and airline industries. and restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). of the electric utility industry globally and the increasing energy needs of utilities, independent power producers and end users. The deregulation of the electric utility industry is subject to government policies that will, over time, determine its pace and extent. Changes in government and public policy over time could impact deregulation and therefore adversely affect our schedule for commercializing stationary power generators. We seek to manage this risk by focusing on fuel cell products where a clear competitive advantage over conventional power sources exists and by relying on the large overall size of the international stationary power markets, many of which are already deregulated, to mitigate the effects of government policy changes in any one jurisdiction. Two drivers for the market for Ballard(R) fuel cell transportation products are environmental policies and energy security concerns. Unfavorable government action related to environmental policies could have an adverse effect on our outlook and result in delays in the introduction of our products. For example, the California Air Resources Board California Air Resources Board (CARB) is the "clean air agency" of the state of California in the United States. Established originally in 1967, it is a part of the California Environmental Protection Agency, an organization which reports directly to the California has recently recommended delaying implementation of the Zero Emission Zero emission refers to an engine, motor, or other energy source, that emits no waste products that pollutes the environment or disrupts the climate. Zero emission engines Vehicle (ZEV ZEV Zero Emission Vehicle ) mandate A judicial command, order, or precept, written or oral, from a court; a direction that a court has the authority to give and an individual is bound to obey. A mandate might be issued upon the decision of an appeal, which directs that a particular action be taken, or upon a in California California (kăl'ĭfôr`nyə), most populous state in the United States, located in the Far West; bordered by Oregon (N), Nevada and, across the Colorado River, Arizona (E), Mexico (S), and the Pacific Ocean (W). until 2005, and New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of and Massachusetts Massachusetts (măsəch  `sĭts), most populous of the New England states of the NE United States. have proposed delaying their ZEV mandates mandates, system of trusteeships established by Article 22 of the Covenant of the League of Nations for the administration of former Turkish territories and of former German colonies. until 2007.
The proposed ZEV regulations in California require that 10% of vehicles
sold beginning in 2005 be ZEVs Zevs or ZEVS may refer to:
ZEB Zero Emission Bus ) demonstration program and report on the results in 2005. Then, beginning in 2008, 15% of their new fleet purchases are to be ZEBs. Any changes in the California regulations may affect the timing of this introduction. However, there can be no assurance that transit agencies will purchase buses powered by Ballard(R) fuel cell engines when available. We mitigate, to the extent possible, the effects of changes in government regulations by developing products for diverse uses and diverse geographic geographic /geo·graph·ic/ (je?o-graf´ik) in pathology, of or referring to a pattern that is well demarcated, resembling outlines on a map. geographic pertaining to geography. locations, such as the European European emanating from or pertaining to Europe. European bat lyssavirus see lyssavirus. European beech tree fagussylvaticus. European blastomycosis see cryptococcosis. Fuel Cell Bus Program, where 10 European cities will each demonstrate three fuel cell buses, powered by Ballard(R) fuel cells. We also maintain relations with relevant government agencies to ensure that they have the appropriate information about fuel cell commercialization progress and timelines This article or section contains self-references. For other uses of "Timeline", see Timeline (disambiguation). The following is an index of timelines found on Wikipedia. when making revisions ReVisions is a 2004 anthology of alternate history short-stories. It is edited by Julie E. Czerneda and Isaac Szpindel. Contents Title Author The Resonance of Light James Alan Gardner Out of China Julie E. to regulations. The Corporate Restructuring involves implementation of our five-year plan Five-Year Plan, Soviet economic practice of planning to augment agricultural and industrial output by designated quotas for a limited period of usually five years. . There are no assurances that we can achieve the benefits we expect from the Corporate Restructuring. In addition, narrowing the scope of our development activities may not provide the acceleration acceleration, change in the velocity of a body with respect to time. Since velocity is a vector quantity, involving both magnitude and direction, acceleration is also a vector. In order to produce an acceleration, a force must be applied to the body. in product commercialization that we anticipate. The Corporate Restructuring may not improve or speed our product delivery and does not guarantee that we can leverage relationships with suppliers for the development of non-core technology. To successfully implement the Corporate Restructuring, we have eliminated our divisional structure, consolidated con·sol·i·date v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates v.tr. 1. To unite into one system or whole; combine: facilities and have begun a 28% workforce reduction that will continue throughout 2003. As described under "Cash Flows, Liquidity and Capital Resources", if we experience significant cost overruns Noun 1. cost overrun - excess of cost over budget; "the cost overrun necessitated an additional allocation of funds in the budget" cost - the total spent for goods or services including money and time and labor on any of our programs, if the Corporate Restructuring is more costly than we anticipate, or if the cost savings realized from the Corporate Restructuring are much lower than our estimate and we cannot obtain additional funds to cover such overruns, certain research and development activities and the additions to manufacturing capacity may be delayed or eliminated, resulting in changes or delays to our commercialization plans. We cannot predict with certainty CERTAINTY, UNCERTAINTY, contracts. In matters of obligation, a thing is certain, when its essence, quality, and quantity, are described, distinctly set forth, Dig. 12, 1, 6. It is uncertain, when the description is not that of one individual object, but designates only the kind. Louis. our future revenues or results from our operations, and the benefits of our five-year plan are based on revenue assumptions. In addition, we regularly review acquisition opportunities and may consider expanding our business beyond what is currently contemplated in our five-year plan. Depending on the financing requirements of a potential acquisition or new product opportunity, we may be required to raise additional capital through the issuance of equity or debt. If we are unable to raise additional capital on acceptable terms, we may be unable to pursue a potential acquisition or new product opportunity. We seek to mitigate this risk by securing funding commitments from a variety of sources and through adjustments to our implementation plan, by maintaining a substantial cash reserve, by being financially conservative in our expenditures and by maintaining good communications with investors and investment bankers Investment Banker A person representing a financial institution that is in the business of raising capital for corporations and municipalities. Notes: An investment banker may not accept deposits or make commercial loans. to gain access to the public equity markets. We are also subject to normal operating risks Operating risk The inherent or fundamental risk of a firm, without regard to financial risk. The risk that is created by operating leverage. Also called business risk. such as credit risks and foreign currency risks. Our credit risks are minimal, as our customers are mainly large corporations and governments. Foreign currency sales and purchases are made mainly in Euros and Canadian dollars Noun 1. Canadian dollar - the basic unit of money in Canada; "the Canadian dollar has the image of loon on one side of the coin" loonie dollar - the basic monetary unit in many countries; equal to 100 cents . Over time Euro and Canadian dollar cash balances are matched, to the extent possible, to planned purchases in Euro or Canadian dollars. In addition, where we have planned foreign currency expenditures or large foreign currency purchase commitments, which exceed our Euro or Canadian dollar cash balances, we may enter into forward contracts to reduce our exposure. This approach reduces our exposure to material foreign currency exchange fluctuation Fluctuation A price or interest rate change. risk.
QUARTERLY FINANCIAL DATA (UNAUDITED)
(Expressed in thousands of U.S. dollars, except per share amounts.)
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Three Months Ended
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Dec 31 Sep 30 Jun 30 Mar 31
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Year ended
December 31, 2002
Revenue $ 29,292 $ 28,035 $ 21,498 $ 12,112
Net loss $ (35,349) $ (40,192) $ (21,473) $ (50,717)
Net loss per
share $ (0.33) $ (0.38) $ (0.20) $ (0.48)
Weighted
average common
shares
outstanding
(000s) 105,882 105,344 105,286 105,024
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Year ended
December 31, 2001
Revenue $ 13,321 $ 9,666 $ 9,376 $ 3,841
Net loss $ (36,025) $ (20,352) $ (25,721) $ (14,063)
Net loss per
share $ (0.37) $ (0.22) $ (0.28) $ (0.16)
Weighted
average common
shares
outstanding
(000s) 96,559 90,483 90,309 89,462
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Consolidated Balance Sheets
(Expressed in thousands of U.S. dollars)
December 31
Unaudited
2002 2001
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Assets
Current assets:
Cash and cash equivalents $ 237,233 $ 140,774
Short-term investments 139,637 280,475
Accounts receivable 28,313 17,312
Inventories 26,134 28,046
Prepaid expenses 2,029 873
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433,346 467,480
Property, plant and equipment 97,899 109,006
Intangible assets 156,024 170,453
Goodwill (note 2) 200,639 184,930
Investments 26,546 26,241
Other long-term assets 3,349 1,209
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$ 917,803 $ 959,319
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Liabilities and
Shareholders' Equity
Current liabilities:
Accounts payable and
accrued liabilities $ 46,749 $ 58,111
Deferred revenue 4,492 1,944
Accrued warranty liabilities 25,637 17,818
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76,878 77,873
Long-term liabilities 11,408 7,723
Minority interest 4,726 36,517
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93,012 122,113
Shareholders' equity:
Share capital (note 3) 1,187,127 1,051,811
Accumulated deficit (362,100) (214,369)
Cumulative translation adjustment (236) (236)
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824,791 837,206
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$ 917,803 $ 959,319
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See accompanying notes to consolidated financial statements.
Consolidated Statements of Operations and Accumulated Deficit
(Expressed in thousands of U.S. dollars, except per share amounts)
Unaudited
----------------------------------------------------------------
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Three months ended December 31
----------------------------------------------------------------
2002 2001
----------------------------------------------------------------
Revenues:
Product revenues $ 19,280 $ 12,635
Engineering service
and other revenue 10,012 686
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Total revenues 29,292 13,321
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Cost of revenues
and expenses:
Cost of product
revenues 24,730 16,344
Research and
product development 26,764 21,954
General and
administrative 4,637 5,639
Marketing 2,379 464
Depreciation and
amortization 10,301 4,750
Capital taxes 54 378
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Total cost of
revenues and
expenses 68,865 49,529
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Loss before undernoted (39,573) (36,208)
Investment and
other income 3,939 4,655
Equity in loss of
associated companies (714) (5,096)
Minority interest 9,526 4,312
Business integration
and restructuring
costs (note 5) (11,055) (3,700)
Gain on issuance of shares
by subsidiary - 58
License and royalty
income (fees) 2,383 82
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Loss before income taxes (35,494) (35,897)
Income taxes (145) 128
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Net loss for period (35,349) (36,025)
Accumulated deficit,
beginning of period (326,751) (178,344)
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Accumulated deficit,
end of period $(362,100) $(214,369)
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Basic and diluted
loss per share $ (0.33) $ (0.37)
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Weighted average
number of common
shares outstanding 105,882,270 96,559,000
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----------------------------------------------------------------
----------------------------------------------------------------
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Years ended December 31
----------------------------------------------------------------
2002 2001 2000
----------------------------------------------------------------
Revenues:
Product revenues $ 55,982 $ 32,050 $ 25,797
Engineering service
and other revenue 34,955 4,154 -
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Total revenues 90,937 36,204 25,797
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Cost of revenues
and expenses:
Cost of product
revenues 67,114 33,415 34,578
Research and
product development 113,736 77,197 50,512
General and
administrative 22,613 14,005 7,575
Marketing 9,407 3,391 1,960
Depreciation and
amortization 44,399 11,139 7,495
Capital taxes 244 444 677
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Total cost of
revenues and
expenses 257,513 139,591 102,797
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Loss before
undernoted (166,576) (103,387) (77,000)
Investment and
other income 16,540 24,529 27,902
Equity in loss of
associated
companies (2,298) (23,541) (21,947)
Minority interest 30,944 8,002 10,526
Business
integration and
restructuring costs
(note 5) (27,532) (3,700) -
Gain on issuance of
shares by
subsidiary - 997 15,561
License and royalty
income (fees) 2,383 1,797 (7,687)
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Loss before income
taxes (146,539) (95,303) (52,645)
Income taxes 1,192 858 1,187
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Net loss for period (147,731) (96,161) (53,832)
Accumulated
deficit, beginning
of period (214,369) (118,208) (64,376)
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Accumulated
deficit, end of
period $(362,100) $(214,369) $(118,208)
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Basic and diluted
loss per share $ (1.40) $ (1.05) $ (0.61)
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Weighted average
number of common
shares outstanding 105,386,420 91,382,814 87,801,559
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See accompanying notes to consolidated financial statements.
Consolidated Statements of Cash Flows
(Expressed in thousands of U.S. dollars)
Years ended December 31
Unaudited
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2002 2001 2000
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Cash provided by
(used for):
Operating
activities:
Net loss for period $ (147,731) $ (96,161) $ (53,832)
Items not affecting
cash:
Gain on issuance of
shares by
subsidiary - (997) (15,561)
License and royalty
income (fees) (2,383) (1,797) 5,427
Compensatory shares 6,881 - -
Depreciation and
amortization 50,602 14,638 8,440
Loss on sale and
writedowns of
property, plant and
equipment 11,658 - -
Equity in loss of
associated
companies 2,298 23,541 21,947
Minority interest (30,944) (8,002) (10,526)
Other (334) (144) 437
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(109,953) (68,922) (43,668)
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Changes in non-cash
working capital:
Accounts receivable (11,001) 11,020 2,175
Inventories 1,912 (3,884) (5,647)
Prepaid expenses (1,156) (73) 345
Accounts payable
and accrued
liabilities (16,615) 5,714 4,498
Deferred revenue 2,548 1,122 (313)
Accrued warranty
liabilities 7,819 235 5,259
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(16,493) 14,134 6,317
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Cash used by
operations (126,446) (54,788) (37,351)
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Investing
activities:
Net decrease
(increase) in
short-term
investments 140,838 21,512 (131,141)
Additions to
property, plant and
equipment (20,340) (18,329) (20,153)
Proceeds on sale of
manufacturing
rights - 3,362 -
Proceeds on sale of
property, plant and
equipment 1,085 722 -
Investments (2,603) (14,444) (25,335)
Acquisition of
other companies
(note 4) (343) (27,714) -
Other long-term
assets 243 (142) (848)
Long-term
liabilities 2,863 (110) -
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121,743 (35,143) (177,477)
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Financing
activities:
Net proceeds on
issuance of share
capital 101,239 47,331 318,169
Proceeds on
issuance of shares
by subsidiary - 2,352 23,737
Other (77) (77) (74)
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101,162 49,606 341,832
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Foreign exchange
loss on cash and
cash equivalents
denominated in
foreign currency - (195) -
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Increase (decrease)
in cash and cash
equivalents 96,459 (40,520) 127,004
Cash and cash
equivalents,
beginning of year 140,774 181,294 54,290
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Cash and cash
equivalents, end of
year $ 237,233 $ 140,774 $ 181,294
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Supplemental disclosure of cash flow information (note 6).
See accompanying notes to consolidated financial statements.
Notes to Consolidated Financial Statements Consolidated Financial Statements The combined financial statements of a parent company and its subsidiaries. Notes: Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries, they enable you to gauge (Tabular tab·u·lar adj. 1. Having a plane surface; flat. 2. Organized as a table or list. 3. Calculated by means of a table. tabular resembling a table. amounts expressed in thousands of U.S. dollars except per share amounts and number of shares) Years ended December December: see month. 31, 2002, 2001 and 2000 Unaudited 1. Basis of presentation: The accompanying ac·com·pa·ny v. ac·com·pa·nied, ac·com·pa·ny·ing, ac·com·pa·nies v.tr. 1. To be or go with as a companion. 2. financial information reflects the same accounting policies and methods of application as Ballard's ("the Company") 2001 Annual Report except as described in Notes 2 and 3 below. The accompanying financial information does not include all disclosure required under Canadian Canadian (kənā`dēən), river, 906 mi (1,458 km) long, rising in NE New Mexico. and flowing E across N Texas and central Oklahoma into the Arkansas River in E Oklahoma. generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records. Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting ("GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). ") because certain information included in the Company's 2001 Annual Report has not been included in this report. These consolidated financial statements should be read in conjunction conjunction, in astronomy conjunction, in astronomy, alignment of two celestial bodies as seen from the earth. Conjunction of the moon and the planets is often determined by reference to the sun. with the consolidated financial statements and notes thereto there·to adv. 1. To that, this, or it. 2. Archaic In addition to that; furthermore. thereto Adverb Formal 1. to that or it 2. included in the Company's 2001 Annual Report. Certain comparative figures have been reclassified to conform with the basis of presentation adopted in the current year. 2. Goodwill: On July July: see month. 1, 2001, the Company adopted the recommendations of the Canadian Institute of Chartered Accountants The Canadian Institute of Chartered Accountants (CICA) is the umbrella body for the Chartered Accountant profession in Canada and Bermuda. Membership of the CICA totals 70,000 Chartered Accountants and 8,500 students. ("CICA CICA Competition In Contracting Act of 1984 (USA) CICA Canadian Institute of Chartered Accountants CICA Competition In Contracting Act CICA Criminal Injuries Compensation Authority (UK) ") on business combinations. The Company has adopted this new standard prospectively. The recommendations require that all acquisitions completed after June June: see month. 30, 2001 be accounted for using the purchase method. The Company's acquisitions completed after June 30, 2001, have been recorded under these new recommendations. As of January January: see month. 1, 2002, the Company adopted the standard in Section 3062 "Goodwill and Other Intangible Assets Intangible Asset An asset that is not physical in nature. Notes: Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets. " of the CICA Handbook
This article is about reference works. For the subnotebook computer, see .
1. A reduction in a company's stated capital. 2. The total capital that is less than the par value of the company's capital stock. Notes: 1. This is usually reduced because of poorly estimated losses or gains. 2. on an annual basis and the excess of the carrying value Carrying Value Also know as "book value," it is a company's total assets minus intangible assets and liabilities, such as debt. Notes: This is different than market value, as it can be higher or lower depending on the circumstances. amount over the fair value of goodwill is charged to earnings. At year end, the Company tested for goodwill impairment in each of the reporting units using a discounted cash flow and cost methodology and determined that there was no impairment of goodwill. For the year ended December 31, 2001, the Company recorded $58,000 of goodwill amortization (2000 - $nil). 3. Share capital: Effective January 1, 2002, the Company adopted, on a prospective basis, the standard in Section 3870 of the CICA Handbook for accounting for stock-based compensation. The new standard requires the Company to account for direct share awards and grants of options to non-employees using the fair value method of accounting for stock-based compensation. Options granted to employees and directors will be accounted for using the intrinsic value Intrinsic Value 1. The value of a company or an asset based on an underlying perception of the value. 2. For call options, this is the difference between the underlying stock's price and the strike price. method of accounting for stock-based compensation. Accordingly, no compensation cost has been recognized for such grants of options to employees and directors as the exercise price is equal to the market price of the stock on the date of grant. If compensation costs for the Company's employee stock options issued in 2002 had been determined using the fair value method of accounting for stock-based compensation, for the year ended December 31, 2002 the Company's net loss would have increased by $10,205,000 to $157,936,000 and by $0.10 per share to $1.50 per share. Options issued in 2002 had a weighted average fair value of $18.01 per share. The fair value was determined using the Black-Scholes valuation model using the following weighted average assumptions:
Expected life 7 years
Expected dividends nil
Expected volatility 74%
Risk-free interest rate 5.0%
During the year ended December 31, 2002, options were granted with vesting Vesting The process by which employees accrue non-forfeitable rights over employer contributions that are made to the employee's qualified retirement plan account. Notes: periods of between two and three years. Under the new accounting standard, the Company's share distribution plan is deemed to be compensatory compensatory /com·pen·sa·to·ry/ (kom-pen´sah-tor?e) making good a defect or loss; restoring a lost balance. com·pen·sa·to·ry adj. Relating to or characterized by compensation. . Compensation expense of $6,881,000 was charged against income during the year ended December 31, 2002 for shares distributed and to be distributed under the plan. Warrants to purchase 450,000 common shares of the Company for an exercise price of $16.34 per common share expired ex·pire v. ex·pired, ex·pir·ing, ex·pires v.intr. 1. To come to an end; terminate: My membership in the club has expired. 2. on October October: see month. 29, 2002. In 2002, the Company acquired $2,378,000 of intellectual property from a related party in exchange for common shares of the Company. In 2002, the Company entered into an agreement with DaimlerChrysler AG ("DaimlerChrysler") to issue 221,356 common shares for the acquisition of intellectual property. The transaction is expected to be completed in 2003. During 2001, the Company and DaimlerChrysler entered into a forward sale agreement, whereby the Company will acquire DaimlerChrysler's remaining 49.9% interest in Ballard Power Systems Ballard Power Systems (TSX: BLD, NASDAQ: BLDP), located in Burnaby, British Columbia -- a suburb of Vancouver -- is a company that designs, develops, and manufactures zero emission proton-exchange-membrane fuel cells. AG ("BPSAG") on or before November November: see month. 15, 2004 in exchange for 7,613,212 shares, such that the Company ultimately will own 100% of BPSAG. Also during 2001, the Company entered into an agreement by which FirstEnergy (Graphics Processing Unit) A specialized logic chip devoted to rendering 2D or 3D images. Display adapters contain one or more GPUs for fast graphics rendering. International Inc.) will exchange its shares in Ballard Generation Systems Inc. ("BGS BGS British Geological Survey BGS Below Ground Surface (depth below the ground surface) BGS Bundesgrenzschutz (German: Federal Border Guard) BGS Bachelor of General Studies (degree) ") in return for the Company's common shares. The Company will receive FirstEnergy's 13.2% interest in BGS in return for issuing to FirstEnergy 1,366,063 common shares in the Company. The transaction is expected to close in 2003. As at December 31, 2002, 115,789,374 common shares were outstanding and 8,172,343 options to purchase common shares were outstanding. 4. Step Acquisition of Ballard Generation Systems Inc. On December 18, 2002, the Company purchased all BGS shares owned by ALSTOM Alstom (formerly GEC-Alsthom) (Euronext: ALO) is a large French multinational conglomerate whose businesses are power generation, railway signalling; and manufacturing trains (e.g. the TGV and Eurostar as well as Citadis trams) and the world's largest ships (e.g. Canada Inc. ("ALSTOM") representing 18.2% of BGS's outstanding shares. The purchase price was $30,453,000, including $30,110,000 funded through the issuance of 2,500,000 common shares and $343,000 of transaction costs Transaction Costs Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it). . The value of each common share issued of $12.04 is based on the average quoted market price of the Company's common shares around the announcement date of the acquisition, being December 18, 2002. The acquisition of the minority interest has been accounted for by the purchase method. Based on a preliminary allocation The apportionment or designation of an item for a specific purpose or to a particular place. In the law of trusts, the allocation of cash dividends earned by a stock that makes up the principal of a trust for a beneficiary usually means that the dividends will be treated as , $1,050,000 of the purchase price has been allocated to net tangible assets Net Tangible Assets Calculated as the total assets of a company, minus any intangible assets such as goodwill, patents and trademarks, less all liabilities and the par value of preferred stock. Also known as "net asset value" or "book value". , $14,996,000 has been allocated to intangible assets and $14,407,000 has been allocated to goodwill. Due to the transaction occurring in December, a complete valuation has not yet been performed. Upon the completion of this transaction, the Company owned 86.8% of BGS and FirstEnergy owned 13.2%. 5. Business Integration and Restructuring Costs: During 2002, the Company announced an organizational restructuring which provides for a significant reduction in cash consumption through a reduction of approximately ap·prox·i·mate adj. 1. Almost exact or correct: the approximate time of the accident. 2. 400 employees. The Company recorded $10,980,000 in restructuring expenses in connection with the Company's organizational restructuring of which $5,047,000 remained in liabilities at December 31, 2002. In addition, in connection with the acquisition of BPSAG and Ballard Power Systems Corporation ("BPSC BPSC Bear Paw Scout Camp (Mountain, Wisconsin) "), integration expenses of $16,552,000 (2001 - $3,700,000) were recorded in 2002. At December 31, 2002, the balance of liabilities relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc integration activities from the acquisition of BPSAG and BPSC was $1,337,000 (2001 - $17,723,000). Business integration and restructuring costs relate to severance The act of dividing, or the state of being divided. The term severance has unique meanings in different branches of the law. Courts use the term in both civil and criminal litigation in two ways: first, when dividing a lawsuit into two or more parts, and second, when payments, facility closure costs, asset write-downs and other expenditures related to integration. 6. Supplemental disclosure of cash flow information:
-----------------------------------------------------------------
2002 2001 2000
-----------------------------------------------------------------
Income taxes paid $ 1,009 $ 1,716 $ 33
-----------------------------------------------------------------
Non-cash financing and
investing activities:
Compensatory shares (note 3) $ 1,589 $ - $ -
Issuance of shares by
subsidiary for license
received - - 5,427
Common shares issued for
long-term investments - 9,338 -
Common shares issued for
other expenses - - 437
Common shares issued for
acquisitions (note 4) 30,110 260,977 -
Common shares issued to
acquire intangible
assets (note 3) 2,378 - -
-----------------------------------------------------------------
7. Segmented financial information: As a result of the acquisition of BPSAG and BPSC, the Company changed the way it managed its business with respect to making operating decisions and assessing performance. As a result, the Company changed its segmented disclosure into five reportable segments: Technology and Corporate, Power Generation, Transportation, Electric Drives and Power Conversion, and Material Products. Technology and Corporate is comprised of the technology, development and manufacture of proton exchange membrane A proton exchange membrane (PEM) is a semipermeable membrane generally made from ionomers and designed to conduct protons while being impermeable to gases such as oxygen or hydrogen. ("PEM") fuel cells and corporate administrative services. The Power Generation segment develops, manufactures and markets PEM fuel cell power generation equipment for markets ranging from 1 kW portable products to larger stationary generators. The Transportation segment develops, manufactures and markets PEM fuel cell components and complete PEM fuel cell engines for the transportation market. The Electric Drives and Power Conversion segment develops, manufactures and markets electric drives for both PEM fuel cell and battery-powered Adj. 1. battery-powered - powered by one or more electric batteries; "a battery-powered radio" powered - (often used in combination) having or using or propelled by means of power or power of a specified kind; "powered flight"; "kerosine-powered jet engines" electric vehicles, power electronics for PEM fuel cell and combustion engine generators, microturbines and other distributed generation Distributed generation generates electricity from many small energy sources. It has also been called also called on-site generation, dispersed generation, embedded generation, decentralized generation, decentralized energy or products and assembles and markets combustion engine generators. The Material Products segment develops, manufactures and markets carbon fiber products to automotive manufacturers for automatic transmissions and gas diffusion diffusion, in chemistry, the spontaneous migration of substances from regions where their concentration is high to regions where their concentration is low. Diffusion is important in many life processes. electrode electrode, terminal through which electric current passes between metallic and nonmetallic parts of an electric circuit. In most familiar circuits current is carried by metallic conductors, but in some circuits the current passes for some distance through a materials to the PEM fuel cell industry. The comparative figures have been reclassified to conform with the segmented disclosure adopted in the current year.
Technology
and Power Transpor-
2002 Corporate Generation tation
------------------------------------------------------------------
Total revenues for
reportable segments $ - $ 2,367 $ 66,502
Elimination of
intersegment revenues - (6) (4)
------------------------------------------------------------------
Total revenues from
external customers $ - $ 2,361 $ 66,498
------------------------------------------------------------------
Segment loss for
period $ (56,498) $ (19,612) $ (54,742)
Segment assets $ 467,241 $ 68,694 $ 169,296
Investments in
investees subject to
significant
influence $ - $ 1,718 $ -
Goodwill $ - $ 26,622 $ 68,789
Depreciation and
amortization $ 11,362 $ 3,802 $ 16,619
Additions to
property, plant &
equipment $ 10,843 $ 104 $ 4,587
Additions to
goodwill $ - $ 14,610 $ -
------------------------------------------------------------------
------------------------------------------------------------------
Electric
Drives
and Power Material
2002 Conversion Products Total
------------------------------------------------------------------
Total revenues for
reportable segments $ 8,750 $ 15,346 $ 92,965
Elimination of
intersegment
revenues (731) (1,287) (2,028)
------------------------------------------------------------------
Total revenues from
external customers $ 8,019 $ 14,059 $ 90,937
------------------------------------------------------------------
Segment loss for
period $ (37,771) $ (54) $(168,677)
Segment assets $ 191,277 $ 21,295 $ 917,803
Investments in
investees subject to
significant
influence $ - $ - $ 1,718
Goodwill $ 103,413 $ 1,815 $ 200,639
Depreciation and
amortization $ 17,439 $ 1,380 $ 50,602
Additions to
property, plant &
equipment $ 4,000 $ 806 $ 20,340
Additions to
goodwill $ 686 $ 508 $ 15,804
------------------------------------------------------------------
------------------------------------------------------------------
Reconciliation of
net loss for period
------------------------------------------------------------------
Segment loss for
period $(168,677)
Investment and other
income 16,540
License and royalty
income (fees) 2,383
Business integration
and restructuring
costs (27,532)
Minority interest 30,944
Other (197)
------------------------------------------------------------------
Loss before income
taxes $(146,539)
------------------------------------------------------------------
In 2002, revenues of the Transportation segment included sales to three customers that exceeded 10% of total revenue in the amounts of $10,700,000, $27,551,000 and $16,632,000. In addition two of those same customers accounted for sales of $1,434,000 and $2,100,000 in the Electric Drives and Power Conversion segment. Also, one other customer accounted for sales of $10,062,000 in the Material Products segment.
Technology
and Power Transpor-
2001 Corporate Generation tation
------------------------------------------------------------------
Total revenues for
reportable segments $ - $ 4,039 $ 24,292
Elimination of
intersegment
revenues - (470) -
------------------------------------------------------------------
Total revenues from
external customers $ - $ 3,569 $ 24,292
------------------------------------------------------------------
Segment income
(loss) for period $ (60,148) $ (21,094) $ (38,104)
Segment assets $ 495,412 $ 47,234 $ 199,340
Investments in
investees subject to
significant
influence $ - $ 2,828 $ -
Goodwill $ - $ 12,012 $ 68,884
Depreciation and
amortization $ 9,995 $ 1,395 $ 1,323
Additions to
property, plant &
equipment $ 17,396 $ 195 $ -
Additions to
goodwill $ - $ 12,012 $ 68,884
------------------------------------------------------------------
------------------------------------------------------------------
Electric
Drives
and Power Material
2001 Conversion Products Total
------------------------------------------------------------------
Total revenues for
reportable segments $ 520 $ 9,752 $ 38,603
Elimination of
intersegment
revenues (16) (1,913) (2,399)
------------------------------------------------------------------
Total revenues from
external customers $ 504 $ 7,839 $ 36,204
------------------------------------------------------------------
Segment income
(loss) for period $ (8,067) $ 929 $(126,484)
Segment assets $ 201,122 $ 16,211 $ 959,319
Investments in
investees subject to
significant
influence $ - $ - $ 2,828
Goodwill $ 102,727 $ 1,307 $ 184,930
Depreciation and
amortization $ 1,303 $ 622 $ 14,638
Additions to
property, plant &
equipment $ - $ 738 $ 18,329
Additions to
goodwill $ 102,727 $ 1,365 $ 184,988
------------------------------------------------------------------
------------------------------------------------------------------
Reconciliation of
net loss for period
------------------------------------------------------------------
Segment loss for
period $(126,484)
Investment and other
income 24,529
License and royalty
income (fees) 1,797
Gain on issuance of
shares by subsidiary 997
Business integration
and restructuring
costs (3,700)
Minority interest 8,002
Other (444)
------------------------------------------------------------------
Loss before income
taxes $(95,303)
------------------------------------------------------------------
In 2001, revenues for the Transportation segment include sales to two customers that exceeded 10% of total revenue in the amounts of $7,101,000 and $4,366,000. Revenues for the Material Products segment include sales to one customer of $6,100,000.
Technology
and Power Transpor-
2000 Corporate Generation tation
------------------------------------------------------------------
Total revenues for
reportable segments $ - $ 11,876 $ 18,637
Elimination of
intersegment
revenues - - (4,716)
------------------------------------------------------------------
Total revenues from
external customers $ - $ 11,876 $ 13,921
------------------------------------------------------------------
Segment loss for
period $ (34,324) $ (18,889) $ (41,659)
Segment assets $ 544,468 $ 51,011 $ 38,636
Investments in
investees subject to
significant
influence $ - $ 642 $ 31,358
Goodwill $ - $ - $ -
Depreciation and
amortization $ 7,089 $ 1,351 $ -
Additions to
property, plant &
equipment $ 19,410 $ 743 $ -
------------------------------------------------------------------
------------------------------------------------------------------
Electric
Drives
and Power Material
2000 Conversion Products Total
------------------------------------------------------------------
Total revenues for
reportable segments $ - $ - $ 30,513
Elimination of
intersegment
revenues - - (4,716)
------------------------------------------------------------------
Total revenues from
external customers $ - $ - $ 25,797
------------------------------------------------------------------
Segment loss for
period $ (3,398) $ - $ (98,270)
Segment assets $ 31,232 $ - $ 665,347
Investments in
investees subject to
significant
influence $ 31,232 $ - $ 63,232
Goodwill $ - $ - $ -
Depreciation and
amortization $ - $ - $ 8,440
Additions to
property, plant &
equipment $ - $ - $ 20,153
------------------------------------------------------------------
------------------------------------------------------------------
Reconciliation of
net loss for period
------------------------------------------------------------------
Segment loss for
period $ (98,270)
Investment and other
income 27,902
License and royalty
income (fees) (7,687)
Gain on issuance of
shares by subsidiary 15,561
Business integration
and restructuring
costs -
Minority interest 10,526
Other (677)
------------------------------------------------------------------
Loss before income
taxes $ (52,645)
------------------------------------------------------------------
Revenues for the Transportation segment include sales to two customers that exceeded 10% of total revenue in the amounts of $2,991,000 and $3,003,000. Revenues for the Power Generation segment include sales to one customer of $8,631,000. Revenues and capital asset information by geographic area, as at and for the years ended December 31, is as follows:
------------------------------------------------------------------
------------------------------------------------------------------
2002 2001
------------------------------------------------------------------
Property,
plant and
equipment
Revenues and goodwill Revenues
------------------------------------------------------------------
Canada $ 2,947 $ 81,078 $ 3,567
United States 40,320 134,474 14,317
Japan 16,918 - 11,929
Germany 29,353 82,986 5,952
Other countries 1,399 - 439
------------------------------------------------------------------
$ 90,937 $ 298,538 $ 36,204
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
2000
------------------------------------------------------------------
Property, Property,
plant and plant and
equipment equipment
and goodwill Revenues and goodwill
------------------------------------------------------------------
Canada $ 80,378 $ 1,910 $ 52,322
United States 129,139 4,624 88
Japan - 5,969 -
Germany 84,419 13,129 2,070
Other countries - 165 -
------------------------------------------------------------------
$ 293,936 $ 25,797 $ 54,480
------------------------------------------------------------------
------------------------------------------------------------------
Revenues are attributed to countries based on the location of customer. 8. Financial instruments: At December 31, 2002 and 2001, the fair values of cash and cash equivalents, accounts receivable accounts receivable n. the amounts of money due or owed to a business or professional by customers or clients. Generally, accounts receivable refers to the total amount due and is considered in calculating the value of a business or the business' problems in paying , accounts payable and accrued liabilities Accrued liabilities are liabilities which have occurred, but have not been paid or logged under accounts payable during an accounting period; in other words, obligations for goods and services provided to a company for which invoices have not yet been received. approximate ap·prox·i·mate v. To bring together, as cut edges of tissue. adj. 1. Relating to the contact surfaces, either proximal or distal, of two adjacent teeth; proximate. 2. Close together. carrying values because of the short-term Short-term Any investments with a maturity of one year or less. short-term 1. Of or relating to a gain or loss on the value of an asset that has been held less than a specified period of time. nature of these instruments. Short-term investments have a fair value of $141,497,000 as at December 31, 2002 (2001 - $281,742,000). Long-term Long-term Three or more years. In the context of accounting, more than 1 year. long-term 1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term. receivables Receivables An asset designation applicable to all debts, unsettled transactions or other monetary obligations owed to a company by its debtors or customers. Receivables are recorded by a company's accountants and reported on the balance sheet, and they and include all debts owed are at market terms and accordingly, fair values approximate carrying values. The fair value of investments accounted on the cost basis is not practical to determine because the investments are not publicly traded. The Company enters into forward foreign exchange contracts to manage exposure to currency rate fluctuations. The purpose of the Company's foreign currency hedging hedging, in commerce, method by which traders use two counterbalancing investment strategies so as to minimize any losses caused by price fluctuations. It is generally used by traders on the commodities market. activities is to minimize In a graphical environment, to hide an application that is currently displayed on screen. For example, in Windows and Mac, the application's window is removed from the screen and represented by an icon on the Windows Taskbar. In the Mac, the icon is placed in the Dock. See Win Minimize windows. the effect of exchange rate fluctuations on business decisions and the resulting uncertainty on future financial results. At December 31, 2002, the Company has forward exchange contracts to purchase 18,439,591 Euros. If the Company were to settle its outstanding forward exchange contracts it would receive $1,555,093. As these forward foreign exchange contracts qualify for accounting as hedges, gains or losses are deferred and recognized in the same period and in the same financial statement category as the gains or losses on the corresponding hedged hedge n. 1. A row of closely planted shrubs or low-growing trees forming a fence or boundary. 2. A line of people or objects forming a barrier: a hedge of spectators along the sidewalk. transactions. Ballard Power Systems is recognized as the world leader in developing, manufacturing and marketing zero-emission proton exchange membrane (PEM) fuel cells. Ballard is commercializing fuel cell engines for transportation applications and fuel cell systems for portable and stationary products. Ballard is also commercializing electric drives for fuel cell and other electric vehicles, power conversion products, natural gas and hydrogen generator sets and is a Tier 1 automotive supplier of friction materials for power train components. Ballard's proprietary technology is enabling automobile automobile, self-propelled vehicle used for travel on land. The term is commonly applied to a four-wheeled vehicle designed to carry two to six passengers and a limited amount of cargo, as contrasted with a truck, which is designed primarily for the transportation of , bus, electrical equipment A piece of electrical equipment is a machine, powered by electricity and usually consists of an enclosure, a variety of electrical components and often a power switch. Examples of Electrical Equipment
a quick release metal eyelet for the end of a lariat. When the restrained animal is no longer required it is not necessary to slacken off the loop and pull it over the head—a very great advantage when working with wild cattle or unbroken horses. , Nissan Noun 1. Nissan - the seventh month of the civil year; the first month of the ecclesiastic year (in March and April) Nisan Hebrew calendar, Jewish calendar - (Judaism) the calendar used by the Jews; dates from 3761 BC (the assumed date of the Creation of the , Volkswagen “VW” redirects here. For the airline using IATA designator VW, see Aeromar. Volkswagen AG (ISIN: DE0007664005), or VW, is an automobile manufacturer based in Wolfsburg, Germany. , Yamaha (company) Yamaha - A Japanese company best known for consumer electronics and motorbikes. They make music synthesizers, CD-Rom Writers and HiFi sound equipment. http://yamaha.com/. , Cinergy Cinergy Corp. was an energy company based in Cincinnati, Ohio. Cinergy was created on October 24, 1994, from the merger of the Cincinnati Gas & Electric Company (CG&E) with PSI Energy and later included Union Light, Heat & Power (ULH&P) as well. and First Alert/Powermate, among others. Ballard, the Ballard logo and Power to Change the World are registered trademarks of Ballard Power Systems Inc. Nexa is a trademark of Ballard Power Systems Inc. |
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