10-Q/A 1 a10-qa.txt FORM 10-Q/A -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-Q/A AMENDMENT NO. 2 TO FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 COMMISSION FILE NUMBER 1-11512 ------------------------ SATCON TECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) ------------------------ State of Incorporation: DELAWARE I.R.S. Employer ID. No.: 04-2857552 161 FIRST STREET CAMBRIDGE, MA 02142-1221 (Address of principal executive offices) (617) 661-0540 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $0.01 Par Value, 13,698,466 shares outstanding as of May 5, 2000. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TABLE OF CONTENTS PART I: FINANCIAL INFORMATION
PAGE -------- ITEM 1: RESTATED FINANCIAL STATEMENTS Consolidated Balance Sheets (As restated) (Unaudited)....... 1 Consolidated Statements of Operations (As restated) (Unaudited)............................................... 2 Consolidated Statement of Changes in Stockholders' Equity (As restated) (Unaudited)................................. 3 Consolidated Statements of Cash Flows (As restated) (Unaudited)............................................... 4 Notes to Interim Consolidated Financial Statements (Unaudited)............................................... 5 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................. 14 ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK............................................... 19 PART II: OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS................................... 20 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS........... 20 ITEM 3. DEFAULTS UPON SENIOR SECURITIES..................... 20 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................................................... 20 ITEM 5. OTHER INFORMATION................................... 21 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................... 21 SIGNATURE................................................... 22 EXHIBIT INDEX............................................... 23
PART I: FINANCIAL INFORMATION ITEM 1: RESTATED FINANCIAL STATEMENTS SATCON TECHNOLOGY CORPORATION CONSOLIDATED BALANCE SHEETS (AS RESTATED)
MARCH 31, SEPTEMBER 30, 2000 1999 ------------ ------------- (UNAUDITED) ------------ ASSETS Current assets: Cash and cash equivalents................................. $ 9,746,244 $ 2,533,072 Accounts receivable, net of allowance of $441,208 at March 31, 2000 and $386,686 at September 30, 1999....... 6,623,053 2,799,143 Unbilled contract costs and fees, net of allowance of $746,121 at March 31, 2000 and September 30, 1999....... 1,255,581 1,462,201 Inventory................................................. 7,613,256 3,697,972 Loan to Beacon Power Corporation.......................... 300,000 -- Prepaid expenses and other current assets................. 535,771 349,070 ------------ ------------ Total current assets.................................... 26,073,905 10,841,458 Investment in Beacon Power Corporation...................... -- 414,729 Warrants to purchase Mechanical Technology Incorporated common stock.............................................. 5,708,949 -- Property and equipment, net................................. 4,585,628 3,260,632 Intangibles, net............................................ 9,732,692 3,194,609 Other long-term assets...................................... 219,771 103,675 ------------ ------------ Total assets............................................ $46,320,945 $ 17,815,103 ============ ============ LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable.......................................... $ 1,443,741 $ 1,563,605 Accrued payroll and payroll related expenses.............. 1,015,331 479,888 Deferred revenue.......................................... 436,375 113,179 Funding commitment to Beacon Power Corporation............ -- 333,333 Other accrued expenses.................................... 1,135,425 620,874 Current portion of long-term debt......................... 16,848 16,226 ------------ ------------ Total current liabilities............................... 4,047,720 3,127,105 Long-term debt, net of current portion...................... 25,602 33,871 Other long-term liabilities................................. 29,735 29,735 Contingent obligation to Class D preferred stockholders of Beacon Power Corporation.................................. 5,605,990 5,309,115 Redeemable convertible preferred stock...................... -- 4,894,112 Stockholders' equity: Preferred stock; $.01 par value, 1,000,000 shares authorized; none and 8,000 shares Series A redeemable convertible preferred stock issued and outstanding at March 31, 2000 and September 30, 1999, respectively..... -- -- Common stock, $.01 par value, 25,000,000 shares authorized; 13,663,382 and 9,617,009 shares issued at March 31, 2000 and September 30, 1999, respectively..... 136,634 96,170 Additional paid-in capital................................ 71,610,617 37,074,161 Shares held in escrow, at market value; 42,860 shares at March 31, 2000 and September 30, 1999................... (1,117,039) (428,600) Amounts receivable from exercise of stock options......... (700,001) (1,816,667) Accumulated deficit....................................... (35,262,786) (30,254,195) Accumulated other comprehensive income.................... 2,194,177 -- Treasury stock, at cost; 44,500 shares at March 31, 2000 and September 30, 1999.................................. (249,704) (249,704) ------------ ------------ Total stockholders' equity.............................. 36,611,898 4,421,165 ------------ ------------ Total liabilities, redeemable convertible preferred stock and stockholders' equity....................... $46,320,945 $ 17,815,103 ============ ============
The accompanying notes are an integral part of the consolidated financial statements. 1 SATCON TECHNOLOGY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (AS RESTATED) (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED MARCH 31, MARCH 31, ------------------------- ------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Product revenue............................ $ 5,648,570 $ 1,772,226 $ 8,810,075 $ 3,766,753 Funded research and development revenue.... 1,895,857 1,889,994 3,290,759 3,620,566 ----------- ----------- ----------- ----------- Total revenue............................ 7,544,427 3,662,220 12,100,834 7,387,319 Cost of product revenue.................... 4,885,985 1,915,144 7,887,163 3,438,821 ----------- ----------- ----------- ----------- Gross margin............................... 2,658,442 1,747,076 4,213,671 3,948,498 ----------- ----------- ----------- ----------- Research and development expenses.......... 1,892,822 1,465,434 3,616,017 2,894,375 Selling, general and administrative expenses................................. 2,420,168 1,028,748 4,452,704 2,018,328 Amortization of intangibles................ 328,955 94,035 571,563 171,793 ----------- ----------- ----------- ----------- Total operating expenses................... 4,641,945 2,588,217 8,640,284 5,084,496 ----------- ----------- ----------- ----------- Operating loss............................. (1,983,503) (841,141) (4,426,613) (1,135,998) Loss from Beacon Power Corporation......... (148,438) (1,382,942) (711,604) (2,822,963) Other income/(loss)........................ 14,308 (9,012) 11,525 (9,012) Interest income............................ 86,033 11,803 120,156 32,070 Interest expense........................... (1,147) (28,548) (2,055) (28,548) ----------- ----------- ----------- ----------- Net loss................................... (2,032,747) (2,249,840) (5,008,591) (3,964,451) Accretion of redeemable convertible preferred stock discount................. (2,949,944) -- (3,105,888) -- ----------- ----------- ----------- ----------- Net loss attributable to common stockholders............................. $(4,982,691) $(2,249,840) $(8,114,479) $(3,964,451) =========== =========== =========== =========== Net loss per weighted average share, basic and diluted.............................. $ (0.40) $ (0.25) $ (0.70) $ (0.44) =========== =========== =========== =========== Weighted average number of common shares, basic and diluted........................ 12,398,497 9,059,082 11,595,763 9,019,666 =========== =========== =========== ===========
The accompanying notes are an integral part of the consolidated financial statements. 2 SATCON TECHNOLOGY CORPORATION CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE SIX MONTHS ENDED MARCH 31, 2000 (AS RESTATED) (UNAUDITED)
AMOUNTS RECEIVABLE COMMON COMMON FROM ADDITIONAL SHARES STOCK EXERCISE OF COMMON COMMON PAID-IN HELD IN HELD IN STOCK ACCUMULATED SHARES STOCK CAPITAL ESCROW ESCROW OPTIONS DEFICIT ---------- -------- ----------- -------- ----------- ----------- ------------ Balance, September 30, 1999 (as restated).................... 9,617,009 $96,170 $37,074,161 42,860 $ (428,600) $(1,816,667) $(30,254,195) Net loss....................... -- -- -- -- -- -- (5,008,591) Common stock issued in connection with Ling acquisition.................. 770,000 7,700 7,748,656 -- -- -- -- Common stock issued in connection with MTI investment................... 1,030,000 10,300 6,964,926 -- -- -- -- MTI warrants received in connection with MTI investment................... -- -- 3,495,438 -- -- -- -- Valuation adjustment for MTI warrants..................... -- -- -- -- -- -- -- Common stock issued in connection with NGC acquisition.................. 578,761 5,788 5,465,770 -- -- -- -- Conversion of redeemable preferred stock into common stock........................ 1,025,641 10,256 7,989,744 -- -- -- -- Exercise of common stock options...................... 623,971 6,240 4,962,978 -- -- 1,116,666 -- Exercise of common stock warrants..................... 18,000 180 140,220 -- -- -- -- Valuation adjustment for common stock held in escrow......... -- -- 688,439 -- (688,439) -- -- Amortization of deferred consulting expense related to shares held in escrow........ -- -- 186,173 -- -- -- -- Accretion of redeemable convertible preferred stock discount..................... -- -- (3,105,888) -- -- -- -- Foreign currency translation adjustment................... -- -- -- -- -- -- -- ---------- -------- ----------- ------ ----------- ----------- ------------ Balance, March 31, 2000........ 13,663,382 $136,634 $71,610,617 42,860 $(1,117,039) $ (700,001) $(35,262,786) ========== ======== =========== ====== =========== =========== ============ ACCUMULATED OTHER TOTAL COMPREHENSIVE TREASURY TREASURY STOCKHOLDERS' INCOME/(LOSS) SHARES STOCK EQUITY -------------- -------- --------- ------------- Balance, September 30, 1999 (as restated).................... -- 44,500 $(249,704) $ 4,421,165 Net loss....................... -- -- -- (5,008,591) Common stock issued in connection with Ling acquisition.................. -- -- -- 7,756,356 Common stock issued in connection with MTI investment................... -- -- -- 6,975,226 MTI warrants received in connection with MTI investment................... -- -- -- 3,495,438 Valuation adjustment for MTI warrants..................... 2,213,511 -- -- 2,213,511 Common stock issued in connection with NGC acquisition.................. -- -- -- 5,471,558 Conversion of redeemable preferred stock into common stock........................ -- -- -- 8,000,000 Exercise of common stock options...................... -- -- -- 6,085,884 Exercise of common stock warrants..................... -- -- -- 140,400 Valuation adjustment for common stock held in escrow......... -- -- -- -- Amortization of deferred consulting expense related to shares held in escrow........ -- -- -- 186,173 Accretion of redeemable convertible preferred stock discount..................... -- -- -- (3,105,888) Foreign currency translation adjustment................... (19,334) -- -- (19,334) ----------- ------ --------- ----------- Balance, March 31, 2000........ $ 2,194,177 44,500 $(249,704) $36,611,898 =========== ====== ========= ===========
The accompanying notes are an integral part of the consolidated financial statements. 3 SATCON TECHNOLOGY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (AS RESTATED) (UNAUDITED)
SIX MONTHS ENDED MARCH 31, --------------------------- 2000 1999 ------------ ------------ Cash flows from operating activities: Net loss.................................................. $(5,008,591) $(3,964,451) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization......................... 977,691 467,089 Allowance for doubtful accounts....................... 54,522 48,164 Allowance for inventory excess and obsolescence....... 150,000 491,071 Loss from Beacon Power Corporation.................... 711,604 2,822,963 Loss on sale of marketable securities................. -- 9,012 Non-cash compensation expense related to issuance of common stock options to non-employees............... -- 56,362 Non-cash compensation expense related to common stock held in escrow...................................... 186,173 -- Changes in operating assets and liabilities, net of effects of acquisitions: Accounts receivable................................... (1,941,409) 34,420 Unbilled contract costs and fees...................... 206,620 (1,357,776) Prepaid expenses and other current assets............. 73,538 390 Inventory............................................. 268,707 (1,413,350) Other long-term assets................................ (76,281) 554,131 Accounts payable...................................... (761,551) 14,115 Accrued expenses and payroll.......................... 47,920 127,789 Other liabilities..................................... 309,696 39,478 ----------- ----------- Total adjustments....................................... 207,230 1,893,858 ----------- ----------- Net cash used in operating activities....................... (4,801,361) (2,070,593) ----------- ----------- Cash flows from investing activities: Sales and maturities of marketable securities............. -- 262,504 Patent and intangible expenditures........................ (94,718) (40,167) Purchase of property and equipment........................ (368,076) (196,170) Cash used in acquisitions................................. (24,054) (245,876) Loan to Beacon Power Corporation.......................... (300,000) -- Investment in Beacon Power Corporation.................... (333,333) (30,000) ----------- ----------- Net cash used in investing activities....................... (1,120,181) (249,709) ----------- ----------- Cash flows from financing activities: Borrowings under line of credit........................... -- 1,521,481 Repayment of borrowings................................... (7,647) (100,000) Net proceeds from issuance of common stock................ 6,975,226 -- Proceeds from exercise of stock options and warrants...... 6,226,284 -- Purchase of treasury stock................................ -- (76,628) Deferred financing fees................................... (39,815) -- ----------- ----------- Net cash provided by financing activities................... 13,154,048 1,344,853 ----------- ----------- Effect of foreign currency exchange rates on cash and cash equivalents............................................... (19,334) -- ----------- ----------- Net increase/(decrease) in cash and cash equivalents........ 7,213,172 (975,449) Cash and cash equivalents at beginning of period............ 2,533,072 1,201,610 ----------- ----------- Cash and cash equivalents at end of period.................. $ 9,746,244 $ 226,161 =========== ===========
The accompanying notes are an integral part of the consolidated financial statements. 4 SATCON TECHNOLOGY CORPORATION NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements include the accounts of SatCon Technology Corporation and its majority-owned subsidiaries (collectively, the "Company") as of March 31, 2000 and have been prepared by the Company in accordance with generally accepted accounting principles for interim financial reporting and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. All intercompany accounts and transactions have been eliminated. These consolidated financial statements, which in the opinion of management reflect all adjustments (including normal recurring adjustments) necessary for a fair presentation, should be read in conjunction with the financial statements and notes thereto included in the Company's Amendment No. 2 to its Annual Report on Form 10-K for the year ended September 30, 1999. Operating results for the three-month and six-month periods ended March 31, 2000 are not necessarily indicative of the results that may be expected for any future interim period or for the entire fiscal year. The financial statements as of September 30, 1999 and for the three and six month periods ended March 31, 1999 and 2000 have been restated. The Company has determined that the recapitalization of Beacon Power Corporation on December 24, 1997 did not qualify as a divestiture of a subsidiary for accounting purposes in accordance with SEC Staff Accounting Bulletin No. 30/Topic 5E (SAB 30) "Accounting for Divestiture of a Subsidiary or Other Business Operation" as the Company had not transferred risks and other incidents of ownership of Beacon Power with sufficient certainty. In accordance with SAB 30, the Company has included 100% of Beacon Power's net loss in its statements of operations from December 24, 1997 to May 1999 in a manner similar to the equity method of accounting and has included the assets and liabilities transferred to Beacon Power as separate components in its September 30, 1998 balance sheet. In June 1999, in connection with a bridge note financing at Beacon Power, the Company determined that risks and other incidents of ownership of Beacon Power had passed with sufficient certainty to other investors and the Company began accounting for its investment in Beacon Power under the equity method of accounting. The Company has recorded the face value of and cumulative dividends on Beacon Power's Class D preferred stock issued on October 23, 1998 as an additional investment in Beacon Power. The Class D preferred stockholders of Beacon Power have the right to require the Company to purchase their shares of Class D preferred stock in certain events. While the Company currently believes that the Class D preferred stockholders will not exercise this right, the Company has recorded the face value and the cumulative dividends as a liability. In addition as of March 31, 2000, the Company has restated its balance sheet to record the fair value of warrants received from Mechanical Technology Incorporated in connection with the Company's October 1999 and January 2000 issuance of common stock to Mechanical Technology Incorporated. See Note C for additional discussion. The financial statements reflect the following changes: - As of September 30, 1999, the Company recorded its net investment balance in Beacon Power of $414,729 and its contingent obligation to the Class D preferred stockholders of Beacon Power of $5,309,115. - The Company's share of Beacon Power's net loss for the three and six months ended March 31, 2000 and 1999 increased by $148,438, $711,604, $1,382,942, and $2,792,963, respectively. - As of March 31, 2000, the Company has recorded the contingent obligation to the Class D preferred stockholders of Beacon Power of $5,605,990. 5 SATCON TECHNOLOGY CORPORATION NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) - As of March 31, 2000, the Company has recorded the fair value of the warrants to purchase Mechanical Technology Incorporated common stock of $5,708,949 and has recorded an unrealized gain of $2,213,511. The as restated and as reported consolidated statements of operations data and consolidated balance sheet data follows: CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
THREE MONTHS ENDED MARCH 31, 2000 -------------------------------- AS RESTATED AS REPORTED --------------- -------------- Loss from Beacon Power Corporation......................... $ (148,438) $ -- Net loss................................................... (2,032,747) (1,884,309) Net loss attributable to common stockholders............... (4,982,691) (4,834,253) Net loss per weighted average share, basic and diluted..... (0.40) (0.39)
THREE MONTHS ENDED MARCH 31, 1999 -------------------------------- AS RESTATED AS REPORTED --------------- -------------- Loss from Beacon Power Corporation......................... $(1,382,942) $ -- Net loss attributable to common stockholders............... (2,249,840) (866,898) Net loss per weighted average share, basic and diluted..... (0.25) (0.10)
SIX MONTHS ENDED MARCH 31, 2000 -------------------------------- AS RESTATED AS REPORTED --------------- -------------- Loss from Beacon Power Corporation......................... $ (711,604) $ -- Net loss................................................... (5,008,591) (4,296,987) Net loss attributable to common stockholders............... (8,114,479) (7,402,875) Net loss per weighted average share, basic and diluted..... (0.70) (0.64)
SIX MONTHS ENDED MARCH 31, 1999 -------------------------------- AS RESTATED AS REPORTED --------------- -------------- Loss from Beacon Power Corporation......................... $ (2,822,963) $ (30,000) Net loss attributable to common stockholders............... (3,964,451) (1,171,488) Net loss per weighted average share, basic and diluted..... (0.44) (0.13)
6 SATCON TECHNOLOGY CORPORATION NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) CONSOLIDATED BALANCE SHEET DATA:
MARCH 31, 2000 SEPTEMBER 30, 1999 --------------------------- --------------------------- AS RESTATED AS REPORTED AS RESTATED AS REPORTED ------------ ------------ ------------ ------------ Investment in Beacon Power Corporation...... $ -- $ -- $ 414,729 $ -- Warrants to purchase Mechanical Technology Incorporated common stock.................. 5,708,949 -- -- -- Total assets................................ 46,320,945 40,611,996 17,815,103 17,400,374 Funding commitment to Beacon Power Corporation................................ -- -- 333,333 333,333 Contingent obligation to Class D preferred stockholders of Beacon Power Corporation... 5,605,990 -- 5,309,115 -- Additional paid-in-capital.................. 71,610,617 68,115,179 37,074,161 37,074,161 Accumulated deficit......................... (35,262,786) (29,656,796) (30,254,195) (25,359,809) Accumulated other comprehensive income/(loss).............................. 2,194,177 (19,334) -- -- Total liabilities, redeemable convertible preferred stock and stockholders' equity... 46,320,945 40,611,996 17,815,103 17,400,374
The financial statements for fiscal 1997, 1998 and 1999 had previously been restated in connection with the initial audit of Beacon Power. For a discussion of that restatement, see Management's Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in the Company's Amendment No. 1 to the Annual Report on Form 10-K as filed on August 15, 2000. The financial statements for the three and six months ended March 31, 1999 and six months ended March 31, 2000 have also been previously restated. For a discussion of that restatement, see Management's Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in the Company's Amendment No. 1 to Form 10-Q for the quarterly period ended March 31, 2000 as filed on August 18, 2000. The as reported financial information presented here includes the effects of the August 15 and 18, 2000 restatements. NOTE B. SIGNIFICANT ACCOUNTING POLICIES REVENUE RECOGNITION Revenue from manufactured products is recognized upon shipment, or if the product requires installation, then revenue is recognized upon installation of the product. The Company provides for a warranty reserve at the time the product revenue is recognized. The Company performs funded research and development in collaboration with third parties under both cost reimbursement and fixed-price contracts. Cost reimbursement contracts provide for the reimbursement of allowable costs and, in some situations, the payment of a fee. These contracts may contain incentive clauses providing for increases or decreases in the fee depending on how costs compare with budget. On fixed-price contracts, revenue is generally recognized on the percentage of completion method based upon the proportion of costs incurred to the total estimated costs for the contract. Revenue from reimbursement contracts is recognized as services are performed. In each type of contract, the Company receives periodic progress payments or payment upon reaching interim milestones. All payments to the Company for work performed on contracts with agencies of the U.S. government are subject to audit and adjustment by the Defense Contract Audit Agency. Adjustments are recognized in the period made. When the current estimates of total contract revenue and contract costs indicate a loss, a provision for the entire loss on the contract is recorded. As of March 31, 2000, the Company has accrued $50,000 for anticipated contract losses. There were no anticipated contract losses at September 30, 1999. 7 SATCON TECHNOLOGY CORPORATION NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) Deferred revenue consists of payments received from customers in advance of services performed, product shipped or installation completed. Unbilled contract costs and fees represent revenue recognized in excess of amounts billed due to contractual provisions or deferred costs that have not yet been recognized as revenue or billed to the customer. These amounts included retained fee and unliquidated costs totaling $163,689 and $282,746 at March 31, 2000 and September 30, 1999, respectively. RECLASSIFICATIONS Certain prior year balances have been reclassified to conform to current year presentations. For all periods presented, expenses associated with funded research and development activities have been reclassified as research and development expenses from cost of revenue. NOTE C. SIGNIFICANT EVENTS INVESTMENT IN BEACON POWER CORPORATION The Company accounts for its investment in Beacon Power under the equity method of accounting. During the three and six months ended March 31, 2000, the Company recorded its share of Beacon Power's losses of $148,438 and $711,604, respectively. The Company's investment in Beacon Power was reduced to zero as of December 31, 1999. The Company will continue to record additional losses from Beacon Power to the extent of additional dividends accrued on the contingent obligation to the Class D preferred stockholders of Beacon Power. At March 31, 2000, the contingent obligation to the Class D preferred stockholders is $5,405,990 consisting of $4,750,000 face value and $855,990 of cumulative dividends. During the three and six months ended March 31, 1999, the Company accounted for its investment in accordance with SAB 30 and included 100% of Beacon Power's losses in its results of operations in a manner similar to the equity method of accounting. In June 1999, in connection with a bridge note financing at Beacon Power, the Company determined that risks and other incidents of ownership of Beacon Power had passed with sufficient certainty to other investors and the Company began to account for its investment in Beacon Power under the equity method of accounting. On January 7, 2000, the Company purchased from Beacon Power a convertible promissory note with a principal amount of $200,000. The note bore interest at 12 1/2% per annum and was repaid on February 14, 2000. On February 25, 2000, the Company purchased from Beacon Power a convertible promissory note with a principal amount of $300,000 due and payable on the earlier of (i) the maturity date, as defined (the "Maturity Date"), or (ii) upon the occurrence of an event of default by Beacon Power. The note bears interest at 12 1/2% per annum; provided, that if the note is not repaid in full on or prior to the Maturity Date, the interest rate increases to 15% per annum (the "February 25, 2000 Note"'). Interest on the February 25, 2000 Note is due and payable on the Maturity Date. At March 31, 2000 the Company did not accrue losses up to $300,000 relating to its share of Beacon Power's losses incurred through March 31, 2000, as those amounts, including interest, were repaid on April 27, 2000. INVESTMENT FROM MECHANICAL TECHNOLOGY INCORPORATED On October 21, 1999, the Company received a $7,070,000 investment from Mechanical Technology Incorporated ("MTI"). In consideration for MTI's investment, MTI received 1,030,000 shares of the Company's common stock, $.01 par value per share (the "Common Stock"), at a discounted price of approximately $6.80 per share, and warrants to purchase an additional 100,000 shares of the Company's Common Stock at an exercise price of $8.80 per share and an expiration date four years from the date of issuance. MTI funded $2,570,000 of its investment in the Company on October 21, 1999 and received 370,800 of the 1,030,000 shares of the Company's Common Stock and a warrant to purchase 36,000 of the 8 SATCON TECHNOLOGY CORPORATION NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 100,000 shares of the Company's Common Stock. MTI made the remaining investment on January 31, 2000 of $4,500,000 and received the remaining 659,200 shares of the Company's Common Stock and a warrant to purchase the remaining 64,000 shares of the Company's Common Stock. The Company incurred approximately $95,000 of legal, accounting, consultation and filing fees in connection with this transaction. The Company has determined the value of the warrants issued to MTI on October 21, 1999 and January 31, 2000 to be $231,912 and $1,273,509, respectively using the Black-Scholes option pricing model. In addition, the Company received a warrant to purchase 108,000 shares of MTI's common stock on October 21, 1999 and a warrant to purchase 192,000 shares of MTI's common stock on January 31, 2000 at exercise prices of $12.56 per share, as adjusted to reflect a 3:1 stock split in April 2000, and expiration dates four years from the date of issuance. The Company has valued the warrant received on October 21, 1999 and January 31, 2000 at $568,553 and $2,926,885, respectively, using the Black-Scholes option pricing model and has recorded the warrants as an asset and additional paid in capital. In accordance with EITF 96-11 "Accounting for Forward Contracts and Purchased Options to Acquire Securities Covered by FASB Statement No. 115", the Company has marked to market the fair value of the warrant at each reporting period date and has recorded any unrealized gains and losses as a component of other comprehensive income/(loss) included in stockholders' equity. At March 31, 2000, the warrants have an unrealized gain of $2,213,511 which is included in other comprehensive income/loss. Upon the adoption of SFAS No. 133, the warrants will be considered derivatives and the Company will be required to record unrealized gains or losses in its statement of operations. ACQUISITIONS On October 21, 1999, the Company acquired Ling Electronics, Inc. and Ling Electronics, Ltd. (collectively, "Ling Electronics") from MTI. In consideration for the acquisition of Ling Electronics, MTI received $70,000 and 770,000 shares of the Company's Common Stock valued at $9.8438 per share or $7,579,726. In addition, the Company has incurred approximately $177,000 of legal, accounting, consultation and filing fees as a cost of this transaction. The purchase price of the acquisition has been allocated as follows: Cash and cash equivalents................................... $ 45,946 Accounts receivable......................................... 1,937,023 Inventory................................................... 3,127,991 Prepaid expenses and other assets........................... 260,239 Property and equipment...................................... 250,000 Intangibles................................................. 3,754,910 Accounts payable............................................ 641,687 Accrued payroll and payroll related expenses................ 334,129 Deferred revenue............................................ 13,500 Other accrued expenses...................................... 560,437
The following unaudited pro forma financial information combines the Company's and Ling Electronics' results of operations as if the acquisition had taken place on October 1, 1998. The pro forma results are not necessarily indicative of what the results of operations actually would have been if the transaction had 9 SATCON TECHNOLOGY CORPORATION NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) occurred on the applicable dates indicated and are not intended to be indicative of future results of operations.
THREE MONTHS ENDED SIX MONTHS ENDED MARCH 31, MARCH 31, ------------------------- ------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Revenue.................................... $ 7,544,427 $ 5,837,220 $12,240,423 $11,499,319 Operating loss............................. $(1,983,503) $(1,160,905) $(4,746,818) $(1,703,206) Net loss (as restated)..................... $(2,032,747) $(2,571,945) $(5,327,475) $(4,534,659) Net loss attributable to common stockholders (as restated)............... $(4,982,691) $(2,571,945) $(8,433,363) $(4,534,659) Net loss per share, basic and diluted (as restated)................................ $(0.40) $(0.26) $(0.72) $(0.46)
On November 16, 1999, the Company purchased certain intellectual property, equipment and other assets from Northrop Grumman Corporation ("NGC"). These assets were used by NGC in connection with its power electronics product business. The Company also entered into (i) a sublease with NGC pursuant to which it agreed to a five-year sublease for approximately 14,863 square feet of rentable space in the Baltimore, Maryland area and (ii) a three-year Transition Services Agreement providing the Company access to certain test facilities and personnel of NGC on a fee basis. In consideration for these foregoing assets and agreements, NGC received 578,761 shares of the Company's Common Stock value at $8.3438 per share or $4,829,066. In addition, the Company issued to NGC a warrant to purchase an additional 100,000 shares of the Company's Common Stock at an exercise price of $9.725 per share. The Company has recorded the fair value of this warrant, as determined by the Black-Scholes option pricing model, of approximately $631,000 and approximately $119,000 of legal, accounting, consultation and filing fees as a cost of this transaction. On February 4, 2000, the Company issued to NGC an additional warrant to purchase 100,000 shares of the Company's Common Stock at an exercise price of $9.725 per share. This warrant is exercisable upon the occurrence of certain defined events. The purchase price of the asset purchase has been allocated as follows: Inventory................................................... $1,206,000 Property and equipment...................................... 1,091,643 Intangibles................................................. 3,281,423
The pro forma financial information has not been presented, as the Company views this transaction as the purchase of assets rather than as a business combination. PREFERRED STOCK CONVERSION On March 7, 2000, the preferred stockholders elected to convert all 8,000 shares of the redeemable preferred stock into 1,025,641 shares of the Company's Common Stock, which resulted in the accretion of an additional $2,789,031 of the discount on redeemable preferred stock. 10 SATCON TECHNOLOGY CORPORATION NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) NOTE D. LOSS PER SHARE The following is the reconciliation of the numerators and denominators of the basic and diluted per share computations of net loss:
THREE MONTHS ENDED SIX MONTHS ENDED MARCH 31, MARCH 31, ----------------------------- ----------------------------- 2000 1999 2000 1999 ------------- ------------- ------------- ------------- (AS RESTATED) (AS RESTATED) (AS RESTATED) (AS RESTATED) Net loss attributable to common stockholders............................ $(4,982,691) $(2,249,840) $(8,114,479) $(3,964,451) =========== =========== =========== =========== BASIC AND DILUTED: Common shares outstanding, beginning of period.................................. 11,309,210 8,978,249 9,529,649 8,990,249 Weighted average common shares issued during the period....................... 1,089,287 83,333 2,066,114 41,667 Weighted average shares repurchased during the period.............................. -- (2,500) -- (12,250) ----------- ----------- ----------- ----------- Weighted average shares outstanding--basic and diluted............................. 12,398,497 9,059,082 11,595,763 9,019,666 =========== =========== =========== =========== Net loss per weighted average share, basic and diluted............................. $(0.40) $(0.25) $(0.70) $(0.44) =========== =========== =========== ===========
------------------------ As of March 31, 2000 and 1999, 2,646,624 and 1,374,616 common stock equivalents, respectively, were excluded from the diluted weighted average common shares outstanding as their effect would be antidilutive. NOTE E. INVENTORY Inventory consists of the following:
MARCH 31, SEPTEMBER 30, 2000 1999 ---------- ------------- Raw material................................................ $3,133,147 $1,139,064 Work-in-process............................................. 2,796,395 2,199,199 Finished goods.............................................. 1,683,714 359,709 ---------- ---------- $7,613,256 $3,697,972 ========== ==========
11 SATCON TECHNOLOGY CORPORATION NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) NOTE F. COMPREHENSIVE INCOME/(LOSS) The Company's total comprehensive income/(loss) is as follows:
THREE MONTHS ENDED SIX MONTHS ENDED MARCH 31, MARCH 31, ----------------------------- ----------------------------- 2000 1999 2000 1999 ------------- ------------- ------------- ------------- (AS RESTATED) (AS RESTATED) (AS RESTATED) (AS RESTATED) Net loss................................... $(2,032,747) $(2,249,840) $(5,008,591) $(3,964,451) =========== =========== =========== =========== Other comprehensive income/(loss), net of tax: Unrealized gains/(losses) on securities............................. -- 961 -- (4,705) Valuation adjustment for MTI warrants.... 2,265,440 -- 2,213,511 -- Foreign currency translation adjustment............................. (6,862) -- (19,334) -- ----------- ----------- ----------- ----------- Other comprehensive income/(loss).......... 2,258,578 961 2,194,177 (4,705) ----------- ----------- ----------- ----------- Comprehensive income/(loss)................ $ 225,831 $(2,248,879) $(2,814,414) $(3,969,156) =========== =========== =========== ===========
NOTE G. SEGMENT DISCLOSURES As of October 1, 1998, the Company adopted SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information". SFAS No. 131 establishes annual and interim reporting standards for an enterprise's operating segments and related disclosures about its products and services, geographical areas and major customers. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and assess their performance. The Company's organizational structure is based on strategic business units that offer various products to the principal markets in which the Company's products are sold. These business units equate to three reportable segments: research and development, power electronic products and motion control products. The Company provides research and development services in collaboration with third-parties. Film Microelectronics, Inc designs and manufactures power electronics products. The MagMotor Division and Ling Electronics specialize in the engineering and manufacturing of motion control products. The Company evaluates performance based on revenue and profit and loss from operations before income taxes, interest income, interest expense, other income and losses and loss from Beacon Power Corporation, excluding the effects of amortization of intangible assets associated with acquisitions. Common costs not directly attributable to a particular segment are allocated among segments based on management's estimates. 12 SATCON TECHNOLOGY CORPORATION NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) The following is a summary of the Company's operations by operating segment:
THREE MONTHS ENDED SIX MONTHS ENDED MARCH 31, MARCH 31, ------------------------ ------------------------ 2000 1999 2000 1999 ----------- ---------- ----------- ---------- Research and development: Product revenue............................ $ 62,486 $ -- $ 62,486 $ -- Funded research and development revenue.... 1,895,857 1,889,994 3,290,759 3,620,566 ----------- ---------- ----------- ---------- Total revenue............................ $ 1,958,343 $1,889,994 $ 3,353,245 $3,620,566 ----------- ---------- ----------- ---------- Loss/(income) from operations, net of goodwill amortization.................... $ (414,428) $ 28,652 $(1,546,898) $ (203,855) =========== ========== =========== ========== Power electronic products: Product revenue............................ $ 1,701,393 $1,270,434 $ 3,509,401 $2,488,816 ----------- ---------- ----------- ---------- Loss from operations, net of goodwill amortization............................. $(1,005,793) $ (561,375) $(1,383,576) $ (673,770) =========== ========== =========== ========== Motion control products: Product revenue............................ $ 3,884,691 $ 501,792 $ 5,238,188 $1,277,937 ----------- ---------- ----------- ---------- Loss from operations, net of goodwill amortization............................. $ (234,327) $ (214,383) $ (924,576) $ (86,580) =========== ========== =========== ==========
The following is a summary of the Company's long-lived assets excluding investment in Beacon Power Corporation and warrants to purchase Mechanical Technology Incorporated common stock, by operating segment:
MARCH 31, SEPTEMBER 30, 2000 1999 ---------- ------------- Research and development: Long-lived assets................................. $6,164,623 $1,717,228 ---------- ---------- Power electronic products: Long-lived assets................................. $3,738,747 $3,978,027 ---------- ---------- Motion control products: Long-lived assets................................. $4,634,721 $ 863,661 ---------- ----------
The Company operates and markets its services and products on a worldwide basis with its principal markets as follows:
THREE MONTHS ENDED SIX MONTHS ENDED MARCH 31, MARCH 31, ----------------------- ------------------------ 2000 1999 2000 1999 ---------- ---------- ----------- ---------- Revenue by geographic region: United States.............................. $6,887,982 $3,662,220 $11,147,625 $7,387,319 Europe..................................... 217,735 -- 379,400 -- Asia....................................... 395,324 -- 426,241 -- Rest of world.............................. 43,386 -- 147,568 -- ---------- ---------- ----------- ---------- Total revenue............................ $7,544,427 $3,662,220 $12,100,834 $7,387,319 ========== ========== =========== ==========
13 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes", "anticipates", "plans", "expects", and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the Company's actual results to differ materially from those indicated by such forward-looking statements. The factors include, without limitation, those set forth in Exhibit 99 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2000, which are expressly incorporated by reference herein. The financial statements as of September 30, 1999 and for the three and six month periods ended March 31, 1999 and 2000 have been restated. The Company has determined that the recapitalization of Beacon Power Corporation on December 24, 1997 did not qualify as a divestiture of a subsidiary for accounting purposes in accordance with SEC Staff Accounting Bulletin No. 30/Topic 5E (SAB 30) "Accounting for Divestiture of a Subsidiary or Other Business Operation" as the Company had not transferred risks and other incidents of ownership of Beacon Power with sufficient certainty. In accordance with SAB 30, the Company has included 100% of Beacon Power's net loss in its statements of operations from December 24, 1997 to May 1999 in a manner similar to the equity method of accounting and has included the assets and liabilities transferred to Beacon Power as separate components in its September 30, 1998 balance sheet. In June 1999, in connection with a bridge note financing at Beacon Power, the Company determined that risks and other incidents of ownership of Beacon Power had passed with sufficient certainty to other investors and the Company began accounting for its investment in Beacon Power under the equity method of accounting. The Company has recorded the face value of and cumulative dividends on Beacon Power's Class D preferred stock issued on October 23, 1998 as an additional investment in Beacon Power. The Class D preferred stockholders of Beacon Power have the right to require the Company to purchase their shares of Class D preferred stock in certain events. While the Company currently believes that the Class D preferred stockholders will not exercise this right, the Company has recorded the face value and the cumulative dividends as a liability. In addition as of March 31, 2000, the Company has restated its balance sheet to record the fair value of warrants received from Mechanical Technology Incorporated in connection with the Company's October 1999 and January 2000 issuance of common stock to Mechanical Technology Incorporated. See Note C to the financial statements for additional discussion. The financial statements reflect the following changes: - As of September 30, 1999, the Company recorded its net investment balance in Beacon Power of $415,000 and its contingent obligation to the Class D preferred stockholders of Beacon Power of $5.3 million. - The Company's share of Beacon Power's net loss for the three and six months ended March 31, 2000 and 1999 increased by $148,000, $712,000, $1,383,000, and $2,793,000, respectively. - As of March 31, 2000, the Company has recorded the contingent obligation to the Class D preferred stockholders of Beacon Power of $5.6 million. - As of March 31, 2000, the Company has recorded the fair value of the warrants to purchase Mechanical Technology Incorporated common stock of $5.7 million and has recorded an unrealized gain of $2.2 million. The financial statements for fiscal 1997, 1998 and 1999 had previously been restated in connection with the initial audit of Beacon Power. For a discussion of that restatement, see Management's Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in the Company's Amendment No. 1 to its Annual Report on Form 10-K as filed on August 15, 2000. The financial statements for the three and six months ended March 31, 1999 and six months ended March 31, 2000 have also been previously restated. For a discussion of that restatement, see Management's Discussion and Analysis of Financial Condition and Results of Operations and the financial 14 statements and notes thereto included in the Company's Amendment No. 1 to Form 10-Q for the quarterly period ended March 31, 2000, as filed on August 18, 2000. The financial information presented here includes the effects of the August 15 and 18, 2000 restatements. OVERVIEW SatCon develops enabling technologies for the emerging distributed power generation and power quality markets. SatCon also manufactures power and energy management products that convert, condition, store and manage electricity for businesses and consumers that require high-quality, uninterruptible power. SatCon is utilizing its engineering and manufacturing expertise to develop products to serve the distributed power generation and power quality markets, including products for fuel cell and microturbine power generation systems, hybrid-electric vehicles and flywheel energy storage systems. SatCon believes the family of products it is developing will be integral components of distributed power generation and power quality systems. In the past three years, SatCon has expanded its business and capabilities through the following acquisitions: - K&D MagMotor Corp.--a manufacturer of custom electric motors, acquired in January 1997. - Film Microelectronics, Inc.--a manufacturer of hybrid microelectronics, acquired in April 1997. - Inductive Components, Inc.--a value-added supplier of customized electric motors, acquired in January 1999. - Lighthouse Software, Inc.--a supplier of control software for machine tools, acquired in January 1999. - HyComp, Inc.--a manufacturer of electronic multi-chip modules, acquired in April 1999. - Ling Electronics, Inc.--a manufacturer of test equipment, power converters, amplifiers and converters, acquired in October 1999. All of these acquisitions were accounted for using the purchase method of accounting. In addition, in November 1999, the Company acquired intellectual property, tooling and other assets from Northrop Grumman Corporation enabling the Company to manufacture and sell electric drivetrains. On May 20, 1997, the Company formed Beacon Power. On October 23, 1998, Beacon Power completed a $4.8 million private placement of its Class D preferred stock and warrants to third-party investors, and the Company relinquished significant control of Beacon Power. From June 1999 through March 31, 2000, Beacon Power was financed through the issuance of approximately $4.7 million of bridge notes and warrants to its investors, including $1.0 million from the Company. On April 7, 2000, Beacon Power issued 1,226,141 shares of its Class E preferred stock and 306,535 Class E warrants in exchange for the conversion of all of its outstanding bridge notes of which the Company received 347,407 shares of Beacon Power's Class E preferred stock and 86,852 Class E warrants. On April 21, 2000, Beacon Power raised an additional $4.1 million through the sale of additional bridge notes that are convertible into Beacon Power's Class F preferred stock. The Company did not participate in this financing. The results of the Company's operations include $3.1 million loss of Beacon Power from May 8, 1997 to December 24, 1997 under the consolidation method of accounting. On December 24, 1997, the Company began accounting for its investment in Beacon Power in accordance with SAB 30 and has included 100% of Beacon Power's $7.1 million loss for the period from December 25, 1997 through May 1999 in a manner similar to the equity method of accounting, at which time, the Company's initial investment of $1.9 million and the additional deemed investment of $4.8 million and accrued dividends of $410,000 had been written down to zero. In June 1999, the Company committed up to $1.0 million of additional financing to Beacon Power, representing a minority share of a funding commitment received by Beacon Power and the Company began accounting for its investment in Beacon Power under the equity method of accounting and has included in its results through March 31, 2000 its share of Beacon Power's losses of $2.1 million. As of December 31, 1999, the Company's additional investment in Beacon Power had been reduced to zero and the Company's contingent obligation to Beacon Power's Class D preferred 15 stockholders at March 31, 2000 was $5.6 million. The Company will continue to record additional losses from Beacon Power to the extent of additional dividends accrued on the contingent obligation to the Class D preferred stockholders of Beacon Power. The Company performs funded research and development in collaboration with third parties under both cost reimbursement and fixed-price contracts. Cost reimbursement contracts provide for the reimbursement of allowable costs, an in some situations, the payment of a fee. These contracts may contain incentive clauses providing for increases or decreases in fees depending on how costs compare with a budget. On fixed-price contracts, revenue is recognized on the percentage of completion method based upon the proportion of costs incurred to the total estimated costs for the contract. Revenue from reimbursement contracts is recognized as services are performed. Revenue from manufactured products is recognized upon shipment, or, if the product requires installation, the revenue is recognized upon installation of the product. The Company has incurred significant costs to develop its technology and products. These cost have exceeded total revenue. As a result, the Company has incurred net losses in each of the past five fiscal years and for the six months ended March 31, 2000. As of March 31, 2000, the Company had an accumulated deficit of $35.2 million. The Company intends to significantly increase its capital expenditures and operating expenses to rapidly expand its manufacturing capabilities and for general corporate purposes, including product development activities, sales and marketing and administrative activities. Because the Company expects to continue to invest in its business ahead of anticipated future revenues, the Company expects to incur operating losses for at least the next two years. RESULTS OF OPERATIONS COMPARISON OF THREE MONTHS ENDED MARCH 31, 2000 (AS RESTATED) AND MARCH 31, 1999 (AS RESTATED) PRODUCT REVENUE. Product revenue increased by $3.9 million or 219% from $1.8 million to $5.6 million. This increase was attributable to $2.7 million in revenue from Ling Electronics and a $1.1 million increase in revenue from the Company's microelectronics products, high performance motors and magnetic levitation products. FUNDED RESEARCH AND DEVELOPMENT REVENUE. Funded research and development revenue was substantially unchanged at $1.9 million for each period. During the three months ended March 31, 2000 the Company devoted more resources to internally funded research and development programs including development of power conversion products for the distributed power generation market. GROSS MARGIN. Gross margin increased by $911,000 or 52% from $1.7 million to $2.7 million. Gross margin from products increased by $906,000 and gross margin from product revenue as a percentage of product revenue increased to 14% from (8%). The improvement in gross margin from product revenue as a percentage of revenue is due to improved plant utilization at MagMotor and also to higher revenue and gross margin from Ling Electronics. RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses increased by $427,000 or 29% from $1.5 million to $1.9 million. The increase was attributable to the Company's increased focus on internally funded research and development projects including the development of power conversion products for the distributed power generation market. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses increased by $1.4 million or 135% from $1.0 million to $2.4 million. The increase was primarily due to the inclusion of $725,000 of costs from Ling Electronics, $300,000 of costs for facilities and staffing in an effort to meet expected growth and demand for our products and in 1999 and the deferral of $400,000 of costs associated with a research and development contract. AMORTIZATION OF INTANGIBLES. Amortization of intangibles increased by $235,000 or 250% from $94,000 to $329,000. This increase was the result of amortization of intangibles recorded in connection with the acquisitions of Inductive and Lighthouse in January 1999, Ling Electronics in October 1999 and certain intellectual property and other intangible assets from Northrop Grumman in November 1999. 16 LOSS FROM BEACON POWER CORPORATION. Loss from Beacon Power decreased by $1.2 million or 89% from $1.4 million to $148,000. During the three months ended March 31, 2000, the Company recorded $148,000 of its share of Beacon Power's losses under the equity method of accounting. As of December 31, 1999, the Company's investment in Beacon Power had been reduced to zero, however, the Company continues to record losses from Beacon Power to the extent of additional dividends accrued on the contingent obligation of the Class D preferred stockholders of Beacon Power. During the three months ended March 31, 1999, the Company recorded 100% of Beacon Power's losses of $1.4 million in accordance with SAB 30, in a manner similar to the equity method of accounting. OTHER INCOME (EXPENSE), NET. Other income, net increased to $99,000 from $26,000 of other expense, net. The increase was the result of an increase in cash and cash equivalents being maintained in interest bearing accounts, offset by interest expense associated with capital leases entered into during fiscal year 1999. COMPARISON OF SIX MONTHS ENDED MARCH 31, 2000 (AS RESTATED) AND MARCH 31, 1999 (AS RESTATED) PRODUCT REVENUE. Product revenue increased by $5.0 million or 134% from $3.8 million to $8.8 million. This increase was attributable to $3.5 million in revenue from Ling Electronics and a $1.5 million increase in revenue from the Company's microelectronics products, high performance motors and magnetic levitation products. FUNDED RESEARCH AND DEVELOPMENT REVENUE. Funded research and development revenue decreased by $330,000 or 9% from $3.6 million to $3.3 million. During the six months ended March 31, 2000 the Company devoted more resources to internally funded research and development programs including the development of power conversion products for the distributed power generation market. GROSS MARGIN. Gross margin increased by $265,000 or 7% from $3.9 million to $4.2 million. Gross margin from products increased by $595,000 and gross margin from product revenue as a percentage of product revenue increased to 10% from 9%. The improvement in gross margin from product revenue as a percentage of product revenue is due to gross margin from Ling Electronics, offset by a decrease in gross margin from the Company's microelectronics products, high performance motors and magnetic levitation products. RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses increased by $722,000 or 25% from $2.9 million to $3.6 million. The increase was attributable to the Company's increased focus on internally funded research projects including the development of power conversion products for the distributed power generation market. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses increased $2.4 million or 121% from $2.0 million to $4.5 million. The increase was primarily due to $1.2 million of costs from Ling Electronics, $600,000 of costs for facilities and staffing in an effort to meet expected growth and demand for our products and in 1999, the deferral of $700,000 of costs associated with a research and development contract. AMORTIZATION OF INTANGIBLES. Amortization of intangibles increased $400,000 or 233% from $172,000 to $572,000. This increase was the result of amortization of intangibles recorded in connection with the acquisitions of Inductive and Lighthouse in January 1999, Ling Electronics in October 1999 and certain intellectual property and other intangible assets from Northrop Grumman Corporation in November 1999. LOSS FROM BEACON POWER CORPORATION. Loss from Beacon Power decreased by $2.1 million or 75% from $2.8 million to $711,000. During the six months ended March 31, 2000, the Company recorded $711,000 of Beacon Power's losses under the equity method of accounting. As of December 31, 1999, the Company's investment in Beacon Power had been reduced to zero, however, the Company continues to record losses from Beacon Power to the extent of additional dividends accrued on the contingent obligation of the Class D preferred stockholders of Beacon Power. During the six months ended March 31, 1999, the Company recorded 100% of Beacon Power's losses of $2.8 million in accordance with SAB 30, in a manner similar to the equity method of accounting. 17 OTHER INCOME (EXPENSE), NET. Other income, net increased to $130,000 from $5,000 of other expense, net. The increase was the result of an increase in cash and cash equivalents being maintained in interest bearing accounts, offset by interest expense associated with capital leases entered into during fiscal year 1999. LIQUIDITY AND CAPITAL RESOURCES Since inception, the Company has financed its operations and met its capital expenditure requirements primarily through the sale of private equity securities, public security offerings, borrowings on its line of credit and capital equipment leases. As of March 31, 2000, the Company's cash and cash equivalents were $9.7 million, an increase of $7.2 million from September 30, 1999. Cash used in operating activities for the six months ended March 31, 2000 was $4.8 million as compared to $2.1 million in 1999. Cash used in operating activities during the six months ended March 31, 2000 was primarily attributable to the Company's net loss and an increase in accounts receivable partially offset by depreciation and amortization. Cash used in investing activities during the six months ended March 31, 2000 was $1.1 million as compared to $250,000 in 1999. Net cash used in investing activities during the six months ended March 31, 2000 included capital expenditures of $368,000, an investment in Beacon Power of $333,000 and a loan to Beacon Power for $300,000, which was repaid on April 27, 2000. The Company estimates that it will spend an additional $2.0 million on capital expenditures during the next 12 months primarily at its Advanced Fuel Cell Division to expand its capacity to manufacture its power conversion products. The Company expects these additions will be financed from cash on hand and from lease financing. Cash provided by financing activities for the six months ended March 31, 2000 was $13.2 million as compared to $1.3 million in 1999. Net cash provided by financing activities during the six months ended March 31, 2000 includes net proceeds of $7.0 million from the sale of the Company's Common Stock and $6.2 million from the exercise of Common Stock options and warrants. On October 23, 1998, the Company granted the purchasers of Beacon Power's Class D redeemable preferred stock the right to cause the Company under certain circumstances to purchase all of Beacon Power's shares of Class D redeemable preferred stock issued to those purchasers and upon exercise of this put right, the Company must pay $4.8 million plus cumulative dividends at 12.5% per year since October 23, 1998 through May 22, 2000 and 6% per year thereafter, in its common stock. The Company has recorded as of March 31, 2000, the face value of the put right of $4.8 million plus cumulative dividends of $856,000 as a liability. If the put right is exercised, the Company would reclassify the value of the contingent obligation to the Class D preferred stockholders of Beacon Power to common stock and additional paid in capital. The Company anticipates that the existing $9.7 million in cash and cash equivalents will be sufficient to fund operations for at least the next twelve months. However, there can be no assurance that the Company will not require additional financings within this time frame or that any additional financing, if needed, will be available to the Company on terms acceptable to the Company, if any. EFFECTS OF INFLATION The Company believes that inflation and changing prices over the past three years have not had a significant impact on its net revenue or on its income from continuing operations. RECENT ACCOUNTING PRONOUNCEMENTS In June 1999, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 137 (SFAS No. 137), "Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133," which defers the effective date of Statement of Financial Accounting Standards No. 133 (SFAS No. 133), "Accounting for Derivative Instruments and Hedging Activities" to all fiscal quarters of all fiscal years beginning after June 15, 2000. SFAS No. 133 establishes a new model for accounting for derivatives and hedging activities. It requires an entity to 18 recognize all derivatives as either assets or liabilities in the statement of financial position and measure these instruments at fair value. The Company will adopt SFAS No. 133 beginning in the first quarter of the fiscal year ending September 30, 2001. Upon adoption of SFAS No. 133, the Company will be required to record any unrealized gains or losses on the fair value of its investments in derivatives in its results of operations and the Company will record a cumulative adjustment to reflect the impact of adopting this accounting standard. The Company currently does not expect that the adoption of SFAS No. 133 will have a material impact on its financial condition or results of operations. In December 1999, the Securities and Exchange Commission issued Staff Bulletin No. 101 (SAB No. 101), "Revenue Recognition." This bulletin, as amended, establishes guidelines for revenue recognition and is effective for all periods beginning after March 15, 2000. The Company does not expect that the adoption of the guidance required by SAB No. 101 will have a material impact on its financial condition or results of operations. In March 2000, the FASB issued Interpretation No. 44 "Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25." This interpretation clarifies the application of Opinion No. 25, including (a) the definition of employees for purposes of applying Opinion No. 25, (b) the criteria for determining whether a plan qualifies as a noncompensatory plan, (c) the accounting consequences of various modifications to the terms of a previously fixed stock option or award, and (d) the accounting for an exchange of stock compensation awards in a business combination. The Interpretation is effective July 1, 2000 and the effects of applying the Interpretation are recognized on a prospective basis. The Company does not expect that the adoption of this Interpretation will have a material impact on its financial condition or results of operations. ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company develops products in the United States and sells them worldwide. As a result, the Company's financial results could be affected by factors such as changes in foreign exchange rates or weak economic conditions in foreign markets. Since the Company's sales are currently priced in U.S. dollars and are translated to local currency amounts, a strengthening of the dollar could make the Company's products less competitive in foreign markets. Interest income and expense are sensitive to changes in the general level of U.S. interest rates, particularly since the Company's investments are in short-term instruments and the Company's available line of credit requires interest payments calculated at variable rates. Based on the nature and current levels of the Company's investments and debt, however, the Company has concluded that there is no material market risk exposure. 19 PART II: OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS: On November 6, 1999, APACE, Inc. commenced an action against the Company in the Supreme Court of the State of New York claiming the Company had been awarded a prime contract by the U.S. Department of Energy and that the Company had failed or refused to negotiate a subcontract with APACE. APACE is seeking $1,000,000 in damages. The Company denied the allegations, moved to stay the action and filed for arbitration with the American Arbitration Association in Boston, Massachusetts. The American Arbitration Association decided that the arbitration would go forward in Boston. In the meantime, APACE requested that the court permit the action to go forward and for the arbitration to be stayed. On March 21, 2000, the Supreme Court of the State of New York issued an order compelling arbitration and staying APACE's action pending arbitration to be conducted by the American Arbitration Association in Boston. At this time, the arbitration is still going forward in Boston, and an arbitrator has been selected. The arbitration is scheduled to commence on June 1, 2000. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS: RECENT SALES OF UNREGISTERED SECURITIES On October 21, 1999, in connection with an investment, the Company issued 370,800 shares of its Common Stock to Mechanical Technology Incorporated. In addition, the Company issued to Mechanical Technology Incorporated a warrant to purchase 36,000 shares of its Common Stock at an exercise price of $8.80 per share. This warrant expires on October 21, 2003. On January 31, 2000, in connection with a second closing of this investment, the Company issued 659,200 shares of its Common Stock and a warrant to purchase 64,000 shares of its Common Stock at an exercise price of $8.80 per share. This warrant expires on January 31, 2004. Both the Common Stock and the warrants were issued in reliance upon the exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, or Regulation D promulgated thereunder, relative to sales by an issuer not involving any public offering. ITEM 3. DEFAULTS UPON SENIOR SECURITIES: Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: At the Company's Annual Meeting of Stockholders (the "Annual Meeting") held on March 15, 2000, the Company's stockholders approved the following:
AGAINST/ BROKER PROPOSAL FOR WITHHELD ABSTAIN NON-VOTES -------- ---------- --------- -------- ---------- (1) To elect the following Class III Directors: Marshall J. Armstrong........................ 10,210,787 0 310,190 0 Thomas A. Hurkmans........................... 10,210,687 0 310,290 0
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AGAINST/ BROKER PROPOSAL FOR WITHHELD ABSTAIN NON-VOTES -------- ---------- --------- -------- ----------
The other directors of the Company, whose terms of office as directors continued after the Annual Meeting are David B. Eisenhaure, James L. Kirtley, Jr., Ph.D, Michael C. Turmelle and Alan P. Goldberg. (2) To approve an amendment to the Company's Certificate of Incorporation increasing from 20,000,000 to 25,000,000 the number of authorized shares of Common Stock........... 10,211,184 299,443 10,350 2,500 (3) To approve the Company's 1999 Stock Incentive Plan.............................. 6,803,079 511,356 18,140 3,190,902 (4) To ratify the selection of Arthur Andersen LLP as independent auditors for the fiscal year ending September 30, 2000.............. 10,416,874 94,255 9,848 2,500
ITEM 5. OTHER INFORMATION: Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K: (A) EXHIBITS 10.1 Change of Control Letter Agreement, dated March 22, 2000, between the Registrant and Sean F. Moran is incorporated herein by reference to Exhibits to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2000. 10.2 Demand Promissory Note, dated February 25, 2000, made in favor of the Registrant by Beacon Power Corporation in the amount of $300,000, together with First Amendment to Demand Promissory Note, dated March 16, 2000 is incorporated herein by reference to Exhibits to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2000. 27 Financial Data Schedule. 99 Risk Factors are incorporated herein by reference to Exhibit 99 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2000.
(B) REPORTS ON FORM 8-K On January 4, 2000, the Company filed a Current Report on Form 8-K/A, dated October 21, 1999, in connection with the Company's acquisition of Ling Electronics, Inc. and Ling Electronics, Ltd. from Mechanical Technology Incorporated. 21 SIGNATURE 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. SATCON TECHNOLOGY CORPORATION By: /s/ SEAN F. MORAN ----------------------------------------- SEAN F. MORAN, CHIEF FINANCIAL OFFICER (PRINCIPAL FINANCIAL AND ACCOUNTING Date: September 18, 2000 OFFICER)
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EXHIBIT NUMBER EXHIBIT ------- ------------------------------------------------------------ 10.1 Change of Control Letter Agreement, dated March 22, 2000, between the Registrant and Sean F. Moran is incorporated herein by reference to Exhibits to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2000. 10.2 Demand Promissory Note, dated February 25, 2000, made in favor of the Registrant by Beacon Power Corporation in the amount of $300,000, together with First Amendment to Demand Promissory Note, dated March 16, 2000 is incorporated herein by reference to Exhibits to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2000. 27 Financial Data Schedule. 99 Risk Factors are incorporated herein by reference to Exhibit 99 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2000.
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