Exhibit 10.6(a)
Schedule 3.5
------------
Joint Development Agreement dated September 24, 1999 between Plug Power, LLC and
Epyx
Joint Development Agreement dated January 12, 2000 between Cellex Power
Products, Inc. and Epyx
Purchase Order from Plug Power to Epyx dated November 10, 1999 for 10kW Multi-
fuel Processor with Supporting Data and Service
Joint Venture Agreement dated December 18, 1998 between H Power Corp. and Xxxxxx
X. Xxxxxx, Inc.
XXX Xxxxxxxx Xx. XX-XX00-00XX00000 dated July 21, 1999 issued to Xxxxxx X.
Xxxxxx, Inc., titled Development of Fuel Processor, Durability Demonstration and
10kW
Subcontract Agreement dated November 21, 1997 between Plug Power, LLC and Xxxxxx
X. Xxxxxx, inc. under DOE Contract No. DE-FC02-97EE50472
Subcontract Agreement dated January 17, 2000 between Giner, Inc. and Epyx
Purchase Order for Transient Reactor dated February 2000 from Epyx to ZTON-
Altamira Corporation
Other Non-Material Open Purchase Orders
Excluded Contracts:
"Design of a 50 kW Stationary PEMFC System"
"Design of next generation of PEMFC stacks with clearly superior hydrogen
utilization"
Schedule 3.6
------------
None
2
Consolidated Balance Sheets
June 30, 2000 and March 31, 2000
$000's
Increase (Decrease)
----------------------
June 30, 2000 March 31, 2000 Amount %
--------------- ---------------- -------- ----------
Assets
Current Assets
Cash $ 9,109.6 $ 106.4 $ 9,003.2 8462%
Accounts receivable and unbilled services 2,813.2 1,747.6 1,065.6 61%
Inventories 908.5 815.5 93.0 11%
Accounts receivable - related parties 595.2 37.7 557.5 1479%
Other current assets 22.3 117.2 (94.9) 81%
--------------- ---------------- --------- ----------
Total current assets 13,448.8 2,824.4 10,624.4 376%
Property and equipment, net 1,444.9 1,205.9 239.0 20%
Other Assets 40.7 52.7 (12.0) 23%
--------------- ---------------- --------- ----------
Total Assets $14,934.4 $4,083.0 $10,851.4 266%
=============== ================ ========= ==========
Liabilities and Stockholders Equity
Current Liabilities
Accounts payable - related parties $ 1,498.0 $ 944.9 $ 553.1 59%
Prepaid Capitalization from ADL 7,000.0 - 7,000.0 N/A
Trade payable and other accrued expenses 984.1 625.3 358.8 57%
Bank loans - 794.8 (794.8) 100%
Advance payments from clients 1,069.0 333.6 735.4 220%
Accrued Compensation 233.6 153.0 80.6 53%
--------------- ---------------- --------- ----------
Total current liabilities 10,784.7 2,851.6 7,933.1 278%
Other Liabilities 235.7 231.4 4.3 2%
Stockholders' Equity:
Common Stock, par value $0.01, 2,000,000 shares
authorized, shares issued and outstanding at
April 4, 2000: 1,000,000 10.0 10.0 - 0%
Additional Paid in Capital 6,990.0 990.0 6,000.0 606%
Translation Adjustments (35.5) (35.5) N/A
Retained earnings (losses) (3,050.5) - (3,050.5) N/A
--------------- ---------------- --------- ----------
Total Stockholders' equity 3,914.0 1,000.0 2,914.0 291%
--------------- ---------------- --------- ----------
Total liabilities and stockholders' equity $14,934.4 $4,083.0 $10,851.4 266%
=============== ================ ========= ==========
3
Consolidated Statement of Operations
June, 2000 and YTD June 30, 2000
$000's
June, 0000 XXX June, 2000
------------------------------------- ----------------------------------
Actual Budget Fav(Unfav) Actual Budget Fav(Unfav)
---------- ------ ---------- ------ ------ ----------
REVENUE
Sales/Leases $ 256.8 $ 581.6 $(324.8) $ 664.2 $ 1,744.7 $(1,080.4)
Reimbursable client income 341.2 288.2 53.0 907.7 864.5 43.2
--------- --------- ------- --------- --------- ---------
Total Revenue 598.0 869.7 (271.7) 1,571.9 2,609.2 (1,037.2)
COSTS AND EXPENSES:
Compensation and other
employment costs 736.2 1,007.7 271.5 1,626.3 3,023.2 1,396.9
Other operating expenses 468.8 270.4 (198.4) 1,137.8 811.3 (326.4)
Facilities and admin service
fees 390.8 326.9 (63.9) 847.0 980.7 133.7
Reimbursable client costs 341.2 1,145.8 804.6 907.7 3,437.4 2,529.7
--------- --------- ------- --------- --------- ---------
Total Costs and Expenses 1,937.0 2,750.9 813.9 4,518.8 8,252.7 3,733.9
(excl depr)
--------- --------- ------- --------- --------- ---------
EBITDA (1,339.0) (1,881.2) 542.2 (2,946.9) (5,643.5) 2,696.6
DEPRECIATION 42.8 71.1 28.3 63.7 213.2 149.5
--------- --------- ------- --------- --------- ---------
INCOME (LOSS) FROM OPERATIONS (1,381.8) (1,952.2) 570.4 (3,010.6) (5,856.6) 2,846.1
(EBIT)
OTHER INCOME (CHARGES) - - - (39.8) - (39.8)
INCOME BEFORE TAX (1,381.8) (1,952.2) 570.4 (3,050.4) (5,856.6) 2,806.3
TAX PROVISION - - - - - -
--------- --------- ------- --------- --------- ---------
NET LOSS $(1,381.8) $(1,952.2) $ 570.4 $(3,050.4) $(5,856.6) $ 2,806.3
========= ========= ======= ========= ========= =========
4
De Xxxx New Energy Investments B.V.
Balance sheet as at August 2, 2000
Amounts in Euro
-------------------------------------------------------------------------------------------------
Investments Shareholders Equity
Nuvera Fuel Cells Inc. 4.124.923 Authorized Capital 100.000
Shares in Portfolio (50.800)
--------------------------------------------------------
Share capital 49.200
Result March 14, August 2 (86.059)
---------
36.859
Current Assets Liabilities
Bank 27.610 Loans from Norfin International S.A. 4.102.324
Interests on loans 81.059
Accrued expenses 6.009
--------- ---------
TOTAL ASSETS 4.152.533 TOTAL LIABILITIES AND SHARESHOLDERS EQUITY 4.152.533
========= =========
De Xxxx New Energy Investments B.V.
Profit and loss accounts as at August 2, 2000
Amounts in Euro
Financial income and expenses
Interest income 67
Interest expenses 81.059
-------
80.992
Other income and expenses
General & administrative expenses (6.327)
Exchange result 1.439
-------
(4.888)
-------
Profit before taxation (85.879)
Tax on capital (180)
-------------------------------------------------
Result for the period (86.059)
=================================================
5
DE XXXX NEW ENERGY INVESTMENTS B.V.
ORONZIO DE XXXX GROUP
Xxxxxxxxxxx 000
0000 XX Xxxxxxxxx
the Netherlands
August 2/nd/, 2000
FINEUROP INTERNATIONAL Ltd.
00-00 Xxxxxxxx Xxxxxx
Xx. Xxxxxx
Xxxxxx - XX 2 3RL
Dear Sirs:
In connection with your consideration of a possible acquisition of shares
Nuvera Fuel Cells, Inc. (the "Company"), it is expected that we will furnish
you with certain nonpublic information about the business and operations of the
Company. Such information, written or oral, together with analyses,
compilations, studies or other documents prepared by you or your affiliates,
officers, directors, employees, agents or representatives (collectively,
"Representatives") which contain or otherwise reflect such information, is
hereinafter referred to as "Confidential Information".
In consideration of your being provided with the Confidential Information
and being offered the opportunity to evaluate the business of the Company, you
agree as follows.
The Confidential Information will be kept confidential and shall not be
disclosed, in whole or in part, to any person other than your Representatives
who need to know such Confidential Information for the purpose of evaluating the
proposed acquisition. You agree to inform each of your Representatives of the
nonpublic nature of the Confidential Information and to direct such persons to
treat such Confidential Information in accordance with the terms of this
agreement.
You will not use or allow the use of the Confidential Information for any
purpose except to evaluate the proposed investment.
Fineurop International, Ltd. August 2/nd/, 2000
You hereby acknowledge that, in your examination of the Confidential
Information, you will receive material nonpublic information concerning the
Company, and that you are aware (and that your Representatives who are apprised
of this matter have been or will be advised by you) that the United States
securities laws restrict the purchase and sale of securities by persons who
possess certain nonpublic information relating to the issuer of such securities.
The Confidential Information, except for that portion which consists of
analyses, compilations, studies or other documents prepared by you or your
Representatives, will be returned to us immediately upon your request. That
portion of the Confidential Information which consists of analyses,
compilations, studies or other documents prepared by you or your Representatives
will be destroyed immediately upon our request.
In the event you or anyone to whom you transmit the Confidential
Information is requested or required (by oral questions, interrogatories,
requests for information or documents, subpoenas, civil investigative demand or
similar process) to disclose any of the Confidential Information, you will
provide the Company with prompt notice so that the Company may seek a protective
order or other appropriate remedy and/or waive your compliance with the
provisions of this agreement. In the event that such protective order or other
remedy is not obtained, or the Company waives your compliance with the
provisions of this agreement, you will furnish only that portion of the
Confidential Information which is legally required, in the opinion of your
counsel, and will exercise your best efforts to obtain a protective order or
other reliable assurance the confidential treatment will be accorded the
Confidential Information.
The term "Confidential Information" does not include any information (i)
that was publicly available prior to the date of this agreement or thereafter
becomes publicly available without any violation of this agreement on the part
of you or any of your Representatives or (ii) that was available to you on a
non-confidential basis prior to its disclosure to you by us or our
Representatives or becomes available to you from a person other than us and our
Representatives who is not, to the best of your knowledge, subject to any
legally binding obligation to keep such information confidential.
Neither we, nor the Company nor any of our or its Representatives make any
representations or warranties, express or implied, with respect to the
Confidential Information, except for any particular representations and
warranties which may be made to a purchaser in a definitive purchase agreement
when, as, and if finally executed, and subject to such limitations and
restrictions as may be specified in such agreement. You agree that neither we,
nor the Company nor any of our or its Representatives shall have any liability
to you or your Representatives resulting from the selection or use of the
Confidential Information by you or your Representatives.
7
Fineurop International, Ltd. August 2/nd/, 2000
This agreement will be binding upon you and your Representatives for a
period of three years from the date hereof. This agreement shall be governed
by, and construed in accordance with, the federal laws of the United States of
America.
Very truly yours,
DE XXXX NEW ENERGY INVESTMENTS B.V.
By: /s/ Xxxxxxxxx Xxxxxxxxx
-----------------------
Name: Xxxxxxxxx Xxxxxxxxx
Title: Managing Director
Accepted and agreed:
FINEUROP INTERNATIONAL Ltd.
By: /s/ Xxxxxx Xxxx
--------------------
Name: Xxxxxx Xxxx
Title: Director
25
