-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JM4nJD+jZyje4KOKkL1QUN8dtyy/mDMcdmozRwOsmeZL6Ejmtj1Z9AKd0PX0YL98 TZqWojyGY+RqRYccCKUC2Q== 0000927016-98-003100.txt : 19980817 0000927016-98-003100.hdr.sgml : 19980817 ACCESSION NUMBER: 0000927016-98-003100 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SATCON TECHNOLOGY CORP CENTRAL INDEX KEY: 0000889423 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042857552 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-11512 FILM NUMBER: 98686848 BUSINESS ADDRESS: STREET 1: 161 FIRST STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6176610540 MAIL ADDRESS: STREET 1: 161 FIRST STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 10-Q 1 FORM 10Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 1998 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, 9,018,549 shares outstanding as of June 30, 1998. ______________________________________________________________________________ TABLE OF CONTENTS PART 1: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS Page ---- Consolidated Balance Sheets (Unaudited) ............................... 1 Consolidated Statements of Operations (Unaudited) ..................... 2 Consolidated Statements of Cash Flows (Unaudited) ..................... 3 Notes to Consolidated Financial Statements (Unaudited) ................ 4 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .......................... 6 PART II: OTHER INFORMATION Items No. 1 through 6 ................................................. 10 Signatures ............................................................ 11
SATCON TECHNOLOGY CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited)
June 30, September 30, 1998 1997 ---------------- ----------------- ASSETS Current assets: Cash and cash equivalents .................................. $ 1,856,237 $ 4,256,504 Marketable securities ...................................... 1,405,216 1,976,400 Accounts receivable, net of allowance of $88,436 at June 30, 1998 and $159,243 at September 30, 1997 ................. 2,941,955 2,965,559 Unbilled contract costs, net of allowance of $518,514 at June 30, 1998 and $1,130,468 at September 30, 1997 ...... 1,541,974 1,709,826 Inventory, net of allowance of $493,497 at June 30, 1998 and $758,541 at September 30, 1997 .......................... 3,586,613 1,577,483 Prepaid expenses and other assets .......................... 368,336 416,926 ---------------- ----------------- Total current assets .............................. 11,700,331 12,902,698 Property and equipment, net ....................................... 2,651,203 4,784,355 Intangibles, net .................................................. 2,730,666 2,992,659 Investment in affiliate ........................................... 5,000,000 - Other assets ...................................................... 72,195 29,726 ---------------- ----------------- Total assets ...................................... $22,154,395 $20,709,438 ================ ================= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ........................................... 1,544,171 $ 850,208 Accrued payroll and payroll related expenses ............... 365,508 392,235 Deferred revenue ........................................... 80,142 191,128 Other accrued expenses ..................................... 410,381 788,049 Accounts payable to affiliate .............................. 8,285 - Short term portion of long term debt ....................... 114,952 85,784 ---------------- ----------------- Total current liabilities........................ 2,523,439 2,307,404 Long term liabilities: Note Payable ............................................... - 6,737 Long term debt ............................................ 250,887 316,160 ---------------- ----------------- Total long term liabilities....................... 250,887 322,897 Commitments ...................................................... STOCKHOLDERS' EQUITY Preferred stock; $.01 par value, 1,000,000 shares authorized; none issued and outstanding ................................ - - Common stock, $.01 par value, 15,000,000 shares authorized; 9,018,549 shares at June 30, 1998 and 8,769,146 shares at September 30, 1997, issued and outstanding ................. 90,185 87,691 Additional paid-in capital ....................................... 28,377,718 26,576,600 Retained earnings/(loss) ......................................... (9,074,302) (8,564,939) Unrealized losses on marketable securities, net of tax effect .... (13,532) (20,215) ---------------- ----------------- Total stockholders' equity ....................... 19,380,069 18,079,137 ---------------- ----------------- Total liabilities and stockholders' equity........ $22,154,395 $20,709,438 ================ =================
The accompanying notes are an integral part of the consolidated financial statements. 1 SATCON TECHNOLOGY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Nine Months Ended June 30, June 30, ------------------------------- -------------------------------- 1998 1997 1998 1997 -------------- -------------- --------------- -------------- Revenue........................................... $3,643,681 $3,086,931 $11,664,848 $ 8,128,603 -------------- -------------- --------------- -------------- Cost of revenue................................... 1,706,395 1,853,452 6,260,209 3,907,185 Selling, general and administrative expenses...... 1,811,686 1,732,849 5,531,034 5,778,456 Research and development expenses................. 25,273 (154,474) 312,303 (110,851) Goodwill amortization............................. 75,468 49,778 213,063 49,778 -------------- -------------- --------------- -------------- Total operating expenses.......................... 3,618,822 3,481,605 12,316,609 9,624,568 -------------- -------------- --------------- -------------- Operating income/(loss)........................... 24,859 (394,674) (651,761) (1,495,965) Interest income, net.............................. 36,035 56,278 142,398 197,467 -------------- -------------- --------------- -------------- Net income/(loss)................................. $ 60,894 $ (338,396) $ (509,363) $(1,298,498) Net income/(loss) per weighted average share, basic and diluted................................ $0.01 $(0.04) $(0.06) $(0.17) ============== ============== =============== ============== Weighted average number of common shares, basic... 9,018,549 8,241,422 8,939,562 7,701,827 Weighted average number of common shares, diluted. 9,140,043 8,241,422 8,939,562 7,701,827
The accompanying notes are an integral part of the consolidated financial statements. 2 SATCON TECHNOLOGY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended June 30, -------------------------------- 1998 1997 ------------- --------------- Cash flows from operating activities: Net loss .................................................................. ($509,363) ($1,298,498) ------------- --------------- Adjustments to reconcile net loss to net cash used in operating activities ........................................ Depreciation and amortization ........................................... 651,263 616,958 Allowance for unbilled contract costs ................................... (26,241) - Allowance for doubtful accounts ......................................... (70,807) - Changes in operating assets and liabilities: Accounts receivable ................................................... 62,974 907,607 Prepaid expenses and other assets...................................... 48,590 67,798 Unbilled contract costs ............................................... 194,093 (949,241) Inventory ............................................................. (2,025,918) (486,130) Other assets .......................................................... (101,406) 227,071 Accounts payable ...................................................... 693,963 (1,050,561) Accrued expenses and payroll .......................................... 5,571 (189,424) Deferred revenue ...................................................... (15,986) - Other accrued expenses ................................................ (377,668) - ------------- --------------- Total adjustments ............................................................. (961,572) (855,922) ------------- --------------- Net cash used in operating activities ......................................... (1,470,935) (2,154,420) Cash flows from investing activities: Sales and maturities of marketable securities ............................. 577,867 2,072,386 Patent & trademark expenditures ........................................... (109,606) (96,431) Deferred financing fees ................................................... - 37,254 Capital expenditures ...................................................... (852,321) (1,729,859) Acquisitions .............................................................. (306,261) (598,095) Accounts payable to affiliate ............................................. (1,999,781) - ------------- --------------- Net cash used by investing activities ......................................... (2,690,102) (314,745) Cash flows from financing activities: Repayment of borrowings ................................................... (42,842) (11,881) Proceeds from issuance of common stock .................................... - 4,817,232 Proceeds from exercise of stock options ................................... 581,739 138,369 Proceeds from exercise of warrants ........................................ 1,221,873 - ------------- --------------- Net cash provided by financing activities ..................................... 1,760,770 4,943,720 ------------- --------------- Net increase/(decrease) in cash and cash equivalents .......................... (2,400,267) 2,474,555 Cash and cash equivalents at beginning of period .............................. 4,256,504 3,770,925 ------------- --------------- Cash and cash equivalents at end of period .................................... $ 1,856,237 $ 6,245,480 ============= ===============
Refer to Note B. for noncash transactions occurring during the period. The accompanying notes are an integral part of the consolidated financial statements. 3 SATCON TECHNOLOGY CORPORATION NOTES TO 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 June 30, 1998 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 Report on Form 10-K for the year ended September 30, 1997. Operating results for the three and nine month periods ended June 30, 1998 are not necessarily indicative of the results that may be expected for any future interim period or for the entire fiscal year. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Note B. Significant Events - -------------------------- BEACON POWER CORPORATION During a recapitalization of Beacon Power Corporation ("Beacon"), an affiliate of the Company, on December 24, 1997, the Company converted a significant portion of its ownership of Beacon to preferred stock. The Company now holds less than 20% of the common stock of Beacon. The Company's investment in Beacon is accounted for on a cost basis. The impact on the consolidated financial statements is as follows:
Accounts Receivable......................................................... $ (31,437) Inventory................................................................... (16,788) Prepaid expenses and other assets........................................... (59,500) Property and Equipment, net................................................. (2,709,224) Intangibles, net............................................................ (302,283) Accrued payroll and payroll related expenses................................ 32,298 Deferred revenue............................................................ 95,000 Accounts payable to affiliate............................................... (2,008,066) ------------- Investment in affiliate..................................................... $ 5,000,000 =============
Accounts payable to affiliate represents cash and cash equivalents transferred to Beacon subsequent to December 24, 1997. 4 Note C. Income per Share - ------------------------ As of October 1, 1997, the Company adopted Statement of Financial Accounting Standard No. 128 ("SFAS No. 128"), "Earnings per Share". SFAS No. 128 replaced APB Opinion No. 15, "Earnings per Share". The previously reported primary and fully diluted earnings per share have been replaced with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options and warrants. Earnings per share amounts for all periods presented conform to SFAS No. 128 requirements. There was no effect on the earnings per share disclosures for prior periods presented as a result of adoption of SFAS No. 128 due to the antidilutive effect of the Company's outstanding options and warrants. As of June 30, 1998, there were 879,827 and 63,848 stock options and warrants, respectively, outstanding. The following is the reconciliation of the numerators and denominators of the basic and diluted per share computations of net income/(loss):
Three months ended Nine months ended June 30, June 30, -------------------------------------------------------------- 1998 1997 1998 1997 ------------ ------------ ------------ ------------- Net income/(loss)............................................ $ 60,894 $ (338,396) $ (509,363) $(1,298,498) ============ ============ ============ ============= BASIC: Common shares outstanding, beginning of period.............. 9,018,549 7,488,075 8,769,146 7,359,074 Weighted average common shares issued during the period...... - 753,347 170,416 342,753 ------------ ------------ ------------ ------------- Weighted average common shares outstanding, end of period.... 9,018,549 8,241,422 8,939,562 7,701,827 ============ ============ ============ ============= Net income/(loss) per weighted average share, basic.......... $ 0.01 ($ 0.04) ($ 0.06) ($ 0.17) ============ ============ ============ ============= DILUTED: Common shares outstanding, beginning of period.............. 9,018,549 7,488,075 8,769,146 7,359,074 Weighted average common shares issued during the period...... - 753,347 170,416 342,753 Weighted average common stock equivalents (a)................ 486,829 - - - Weighted average treasury stock repurchased.................. (365,335) - - - ------------ ------------ ------------ ------------- Weighted average common shares outstanding, net of treasury stock, end of period....................................... 9,140,043 8,241,422 8,939,562 7,701,827 ============ ============ ============ ============= Net income/(loss) per weighted average share, diluted........ $ 0.01 ($ 0.04) ($ 0.06) ($ 0.17) ============ ============ ============ =============
(a) not included if antidilutive 5 Note D. Derivative Financial Instruments - ---------------------------------------- The following table summarizes derivative financial instruments included in marketable securities held by the Company at June 30, 1998, which are sensitive to changes in interest rates: For the years ended September 30,
Description 1998 1999 2000 2001 2002 Thereafter Total Fair Value - ----------------- ---- ---- ---- ---- ---- ---------- ----- ---------- Floater $150,000 $350,000 $500,000 $475,313 Average Interest Rate 5.8% 5.9% 5.9% 5.9% 5.9% 5.9% CMO $ 79,838 $ 79,838 $ 82,715 Average Interest Rate 5.9% 5.9% 5.9% 5.9% 5.9% 5.9% Structured Notes $250,000 $250,000 $247,188 Average Interest Rate 6.0% 6.0% 6.0% 6.0% 6.0% 6.0%
The instruments held by the Company are not leveraged and are held for purposes other than trading. Note E. Inventory - ----------------- Inventory consists of the following:
June 30, September 30, 1998 1997 ----------- ------------- Raw material .......................................... $1,483,646 $ 651,460 Work-in-process ....................................... 1,631,713 637,657 Finished goods ........................................ 471,254 288,366 ----------- ------------- $3,586,613 $1,577,483 =========== =============
Item 2. Management's Discussion and Analysis of Financial Condition and - ------------------------------------------------------------------------- Results of Operations - --------------------- This Form 10-Q contains forward-looking statements. 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 below under the caption "Factors Affecting Future Results". 6 RESULTS OF OPERATIONS The following table sets forth, for the periods indicated, the percentage of revenue for certain items in the Company's Statement of Operations for each period:
Three Months Ended Nine Months Ended June 30, June 30, -------------------------------------------------------- 1998 1997 1998 1997 ------------ ----------- ----------- ----------- Revenue............................................... 100.0% 100.0% 100.0% 100.0% Cost of revenue....................................... 46.8 60.0 53.7 48.1 Selling, general and administrative................... 49.7 56.1 47.4 71.1 Research and development.............................. 0.7 (5.0) 2.7 (1.4) Goodwill amortization................................. 2.1 1.6 1.8 0.6 Total operating expenses (excluding cost of revenue)........................... 52.5 52.7 51.9 70.3 Operating income (loss)............................... 0.7 (12.7) (5.6) (18.4) Interest income, net.................................. 1.0 1.8 1.2 2.4 Net income(loss)...................................... 1.7 (10.9) (4.4) (16.0)
Three Months Ended June 30, 1998 ("Q3 1998") Compared to the Three Months Ended - -------------------------------- ----------- ---------------------------------- June 30, 1997 ("Q3 1997") - ------------- ----------- Revenue. The Company's revenue increased approximately $557,000 or 18.0% from Q3 1997 to Q3 1998. Approximately $405,000 of the increase in revenue is due to increased effort on various research and development contracts and $294,000 is attributed to the acquisition of Film Microelectronics, Inc. ("FMI"), which closed on April 16, 1997. The increase in revenue was partially offset by decreased revenue of approximately $142,000 related to the sale of manufactured products at K&D Magmotor Corporation ("K&D"). Cost of Revenue. Cost of revenue decreased approximately $147,000 or 7.9%, from Q3 1997 to Q3 1998. The decrease is primarily due to a reduction of cost of revenue of approximately $125,000 and $109,000 associated with K&D and FMI, respectively. These decreases were partially offset by an increase in effort on research and development contracts. Nine Months Ended June 30, 1998 ("Q3 1998 YTD") Compared to the Nine Months - ------------------------------- --------------- --------------------------- Ended June 30, 1997 ("Q3 1997 YTD") - ------------------- --------------- Revenue. The Company's revenue increased approximately $3,536,000 or 43.5%, from Q3 1997 YTD to Q3 1998 YTD. The increase in revenue is primarily due to the two acquisitions closed in 1997, K&D and FMI. These two acquisitions represent incremental revenue of approximately $3,433,000. The increase in revenue is also due to an increase of approximately $52,000 related to work on various research and development contracts and an increase of 7 approximately $51,000 related to the sale of manufactured products at K&D. Cost of Revenue. Cost of revenue increased approximately $2,353,000 or 60.2%, from Q3 1997 YTD to Q3 1998 YTD. The increase is primarily due to the addition of cost of revenue of approximately $372,000 and $1,808,000 associated with K&D and FMI, respectively. Research and Development. Research and development expenses increased approximately $423,000 or 381.7%. This increase is primarily due to the development of the flywheel energy storage system incurred by Beacon Power Corporation ("Beacon") for the three months ended December 31, 1997. During the recapitalization of Beacon on December 24, 1997, the Company converted a significant portion of its ownership of Beacon to preferred stock. The Company now holds less than 20% of Beacon's common stock; therefore, effective December 24, 1997, the Company's investment in Beacon is accounted for on a cost basis. LIQUIDITY AND CAPITAL RESOURCES The Company's cash and cash equivalents was approximately $1,856,000 as of June 30, 1998, a decrease of approximately $2,400,000 from September 30, 1997. Cash used in operating activities was approximately $1,471,000 for Q3 1998 YTD, compared to approximately $2,154,000 for Q3 1997 YTD. The cash used in operating activities is primarily the result of a net loss and an increase in inventory related to the introduction of a new line of standard regulators. The Company anticipates that its existing cash resources and cash flow from operations will be sufficient to fund its operations through June 30, 1999, as well as its ability to repurchase up to 5 percent of the Company's outstanding shares over the next 24 months under a stock repurchase program (the "Program"). Under the Program, the Company plans to purchase shares on the open market from time-to-time, depending on market conditions. The Company's ability to generate cash from operations depends upon, among other things, revenue growth, its credit and payment terms with vendors, and collection of accounts receivable. If such sources of cash prove insufficient, the Company will be required to seek addition debt or equity financing. There can be no assurance that cash generated from operations will be sufficient to meet its operating requirements, or if required, that additional debt or equity financing will be available on terms acceptable to the Company. FACTORS AFFECTING FUTURE RESULTS The Company's future results remain difficult to predict and may be affected by a number of factors which could cause actual results to differ materially from forward-looking statements contained in this Form 10-Q and presented elsewhere by management from time to time. These factors include business conditions within the automotive, telecommunications, industrial machinery, and semiconductor industries and the world economies as a whole, and competitive pressures that may impact research and development spending. The Company's revenue growth is dependent on technology developments and contract research and development for both the government and commercial sectors and no assurance can be given that such investments will continue or that the Company can successfully obtain such funds. In addition, the Company's future growth opportunities are dependent on the introduction of new products that must penetrate automotive, telecommunications, industrial, and computer market segments. No assurance can be given that new products can be developed, or if developed, will be successful; that competitors will not force prices to an 8 unacceptably low level or take market share from the Company; or that the Company can achieve or maintain profits in these markets. Because of these and other factors, past financial performances should not be considered an indicator of future performance. Investors should not use historical trends to anticipate future results and should be aware that the Company's stock price frequently experiences significant volatility. EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard No. 131 ("SFAS No. 131"), "Disclosure about Segments of an Enterprise and Related Information". The statement is effective for fiscal years beginning after December 15, 1997 and 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. In June 1998, the FASB issued Statement of Financial Accounting Standard No. 133 ("SFAS No. 133"), "Accounting for Derivative Instruments and Hedging Activities". This statement is effective for fiscal years beginning after June 15, 1999 and establishes a new model for accounting for derivatives and hedging activities. Adoption of SFAS No. 131 and SFAS No. 133 are not expected to have a material impact to the Company's consolidated financial position, results of operations or cash flows and any effect will be limited to the form and content of its disclosures. EFFECTS OF INFLATION The Company believes that inflation over the past three years has not had a significant impact on the Company's sales or operating results. EFFECTS OF YEAR 2000 The Year 2000 issue is the result of computer programs being written using two digits rather than four to define the applicable year. Certain computer programs that have date sensitive software and use two digits only may recognize a date using "00" as the year 1900 rather than the year 2000. Neither the cost of addressing Year 2000 compliance nor the consequence of incomplete or untimely resolution of problems related to the Year 2000 represent a known material event or uncertainty that would affect future financial results, or cause reported financial information not to be necessarily indicative of future operating results or future financial condition. 9 PART II: OTHER INFORMATION Item 1. Legal Proceedings: Not applicable. Item 2. Changes in Securities and Use of Proceeds: Not applicable. Item 3. Defaults upon Senior Securities: Not applicable. Item 4. Submission of Matters to a Vote of Security Holders: Not applicable. Item 5. Other Information: On June 5, 1998, the Company issued Common Stock Purchase Warrants (the "Warrants") to certain individuals to purchase up to 63,848 shares of the Company's Common Stock at an exercise price of $11.43 per share. The Warrants were issued in settlement of a claim asserted against the Company. At June 30, 1998, none of the Warrants had been exercised. The Warrants expire on November 11, 1999. 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. On July 29, 1998, the Board of Directors authorized the repurchase of up to 5 percent of the Company's outstanding shares over the next 24 months. Under the repurchase program, the Company plans to purchase shares on the open market from time-to-time, depending on the market conditions. Any proposal that a stockholder wishes the Company to consider in the Company's proxy statement and form of proxy card for the Company's 1999 Annual Meeting of Stockholders must be submitted to the Secretary of the Company at its offices, 161 First Street, Cambridge, Massachusetts 02142, no later than January 15, 1999. Item 6 Exhibits and Reports on Form 8-K: (a) Exhibits 11 Statement Regarding Computation of Earnings per Share 27 Financial Data Schedule (b) Reports on Form 8-K The Company filed no reports on Form 8-K during the quarter for which this report is filed. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SatCon Technology Corporation Date: August 13, 1998 By: /s/ David B. Eisenhaure ----------------------- David B. Eisenhaure, President and Chief Executive Officer Date: August 13, 1998 By: /s/ Michael C. Turmelle ----------------------- Michael C. Turmelle, Vice President, Chief Financial Officer and Treasurer 11 EX-11 2 COMPUTATION OF EARNINGS PER SHARE SATCON TECHNOLOGY CORPORATION FORM 10-Q; FISCAL YEAR 1998; QUARTER ENDED JUNE 30, 1998 STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE - Exhibit 11
Three months ended Nine months ended June 30, June 30, -------------------------------------------------------------- 1998 1997 1998 1997 ------------ ------------ ------------ ------------- Net income/(loss)............................................ $ 60,894 $ (338,396) $ (509,363) $(1,298,498) ============ ============ ============ ============= BASIC: Common shares outstanding, beginning of period.............. 9,018,549 7,488,075 8,769,146 7,359,074 Weighted average common shares issued during the period...... - 753,347 170,416 342,753 ------------ ------------ ------------ ------------- Weighted average common shares outstanding, end of period.... 9,018,549 8,241,422 8,939,562 7,701,827 ============ ============ ============ ============= Net income/(loss) per weighted average share, basic.......... $ 0.01 ($ 0.04) ($ 0.06) ($ 0.17) ============ ============ ============ ============= DILUTED: Common shares outstanding, beginning of period.............. 9,018,549 7,488,075 8,769,146 7,359,074 Weighted average common shares issued during the period...... - 753,347 170,416 342,753 Weighted average common stock equivalents (a)................ 486,829 - - - Weighted average treasury stock repurchased.................. (365,335) - - - ------------ ------------ ------------ ------------- Weighted average common shares outstanding, net of treasury stock, end of period....................................... 9,140,043 8,241,422 8,939,562 7,701,827 ============ ============ ============ ============= Net income/(loss) per weighted average share, diluted........ $ 0.01 ($ 0.04) ($ 0.06) ($ 0.17) ============ ============ ============ =============
(a) not included if antidilutive EX-27 3 FINANCIAL DATA SCHEDULE
5 9-MOS SEP-30-1998 JUN-30-1998 1,856,237 1,405,216 2,941,955 88,436 3,586,613 11,700,331 2,651,203 0 22,154,395 2,523,439 0 0 0 90,185 19,289,884 22,154,395 0 11,664,848 0 6,260,209 6,056,400 0 0 (509,363) 0 (509,363) 0 0 0 (509,363) (0.06) (0.06) PP&E IS SHOWN NET OF ACCUMULATED DEPRECIATION AS REPORTED WITHIN THE FORM 10-Q ON THE BALANCE SHEET. IN ACCORDANCE WITH SFAS NO. 128 "EARNINGS PER SHARE - BASIC" IS REPORTED AS THE VALUE FOR THE (EPS-PRIMARY) TAG AND "EARNINGS PER SHARE - DULUTED" IS REPORTED AS THE VALUE FOR THE (EPS-DILUTED) TAG.
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