-----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, WtEzo5YHdRbX8uOHugvaxNW8e6ID90GvEVih2vLfIsWwowsfvLi+f4l/iMtF6VEo 8ngHO1gu4BKq70J7imAI0A== 0001104659-08-020111.txt : 20080327 0001104659-08-020111.hdr.sgml : 20080327 20080327084550 ACCESSION NUMBER: 0001104659-08-020111 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080327 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080327 DATE AS OF CHANGE: 20080327 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11512 FILM NUMBER: 08713534 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 8-K 1 a08-9098_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 27, 2008

 


 

SATCON TECHNOLOGY CORPORATION

(Exact Name of Registrant as Specified in Charter)

 


 

 

 

Delaware

 

 

 

 

(State or Other Jurisdiction of Incorporation)

 

 

 

1-11512

 

04-2857552

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

 

 

 

 

27 Drydock Avenue

 

 

 

Boston, Massachusetts

 

02210-2377

 

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

(617) 897-2400

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02. Results of Operations and Financial Condition.

 

On March 27, 2008, SatCon Technology Corporation (the “Company”) issued a press release announcing its financial results for the three months and fiscal year ending December 31, 2007.  A copy of the press release dated March 27, 2008 is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01.            Financial Statements and Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release dated March 27, 2008.

 

 

2



 

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 hereunto duly authorized.

 

 

SATCON TECHNOLOGY CORPORATION

 

 

Date: March 27, 2008

By:

 /s/ David E. O’Neil

 

 

David E. O’Neil

 

 

Vice President of Finance and Treasurer

 

3


EX-99.1 2 a08-9098_1ex99d1.htm EX-99.1

 

Exhibit 99.1

CONTACT:

SatCon Technology Corporation®

Dan Gladkowski

VP, Administration

617-897-2411

 

SATCON TECHNOLOGY REPORTS FINANCIAL RESULTS

FOR THE YEAR ENDED DECEMBER 31, 2007

 

Revenues Reach All-time High of $56.6 Million, a 68% Increase

 

Backlog at $46 Million, up 30% from 2006

“Going Concern” Opinion Removed

 

Boston, MA — March 27, 2008 — SatCon Technology CorporationÓ (NASDAQ CM: SATC), a developer and supplier of power management and system architecture solutions for the alternative energy and distributed power markets, today announced its operating results for the quarter and year ended December 31, 2007.

 

“2007 was an exciting and busy year for SatCon.  Our revenues hit an all time high of $56.6 million,” said David Eisenhaure, President and Chief Executive Officer. “ This change was fueled by the growth in our solar inverter product line of 200%.  Our expectation for the year, that we set at mid-year, was for $55 million in revenue. We exceeded that expectation. We also saw a significant increase in our sales order backlog which grew from $35 million at the end of 2006 to $46 million at the end of 2007, a 30% increase, both of which were driven by our alternative and renewable energy business.”

 

“In addition, I am pleased to announce that we have recently completed our year-end audit and Vitale, Catorano and Company, our auditors, have decided to remove the ‘going concern’ opinion from our 10-K filing for the year-ended 2007. We take this move very seriously and believe we have the plans in place and the cash and availability to move SatCon to a sustainable company in the near future,” said David Eisenhaure.

 

Revenues for the 4th quarter ended December 31, 2007, were $15.6 million, compared to $9.6 million in the 4th quarter of 2006, an increase of over 60%.  Driving that growth were revenue increases in photovoltaic inverters of over 142% to $8.0 million compared to $3.3 million for the same period in 2006.

 

Operating losses for the 4th Quarter of 2007 improved to $3.4 million, as compared to an operating loss of $4.4 million for the fourth quarter of 2006, a $1.0 million reduction.

 

Revenues for the year ended December 31, 2007 were $56.6 million, compared to $33.7 million in the same period of 2006, an increase of approximately 68%.

 

Revenues in the Stationary Power Systems Division increased by 134% to $33.0 million for 2007 compared to $14.1 million in 2006.  Driving that growth were increases in photovoltaic PowerGate inverters of over 140% to $21.1 million compared to $8.7 million in 2006. Also included in 2007 results was a high power DC-to-DC converter project, which accounted for an increase of approximately $5 million over 2006.

 

Operating losses for the year 2007 were reduced by approximately 25% to $11.0 million dollars versus $14.6 million for 2006. These losses in 2007 would have been lower if not for a weakening of the US dollar relative to the Canadian dollar, which cost approximately  $2 million dollars, and losses on two large legacy projects booked in 2004 which also added approximately $2 million dollars.

 

Direct investment spending in unfunded R&D increased approximately $1.2 million to $3.2 million in 2007 over that of 2006, primarily to support the development of new products in the photovoltaic inverter line and other products throughout the company.

 

 



 

“In 2008 one of our key objectives is to significantly lower our variable manufacturing costs,” continued Eisenhaure.  “The rollout of our new PowerGate Plus inverters for photovoltaic and fuel cell applications will help us achieve this goal.”

 

He further stated “During the year we entered into a strategic relationship with Rockport Capital Partners and NGP Energy Technology Partners resulting in a preferred stock financing of $25.0 million, for which we used a portion to retire our Senior Convertible Notes and some Warrants from July 2006.  The remainder will be used for general working capital purposes.  We anticipate that this strategic partnership will introduce us to new opportunities in the future, improve our position and reputation within the marketplace and strengthen our resources as we continue to grow in our pursuit of expanding globally into the alternative and renewable energy marketplace”.

 

“In addition, we also recently signed a Line of Credit with Silicon Valley Bank allowing up to $10 million dollars in borrowings, which will be used to fund working capital needs as we continue to grow the business”, continued Eisenhaure.

 

“As we look forward to 2008, we believe that our revenues will continue to grow, fueled primarily by the alternative and renewable energy marketplace.  We also believe that our losses will continue to decline as we achieve record revenue levels and improve our gross margins as we continue the rollout of our new PowerGate Plus inverters.”

 

About SatCon Technology Corporation

 

SatCon Technology Corporation is a developer and manufacturer of electronics and motors for the Alternative Energy, Hybrid-Electric Vehicle, Grid Support, High Reliability Electronics and Advanced Power Technology markets.  For further information, please visit the SatCon website at www.satcon.com.  SATC-E

 

Statements made in this document that are not historical facts or which apply prospectively are forward-looking statements that involve risks and uncertainties.  These forward-looking statements are identified by the use of terms and phrases such as “will,” “believes,” “expects,” “plans,” “anticipates” and similar expressions.  Investors should not rely on forward looking statements because they are subject to a variety of risks and uncertainties and other factors that could cause actual results to differ materially from the Company’s expectation.  There can be no assurance that the company will continue to maintain this level of new orders or that it can successfully deliver the components and systems ordered.  Additional information concerning risk factors is contained from time to time in the Company’s SEC filings.  The Company expressly disclaims any obligation to update the information contained in this release.

 



 

SATCON TECHNOLOGY CORPORATION

CONSOLIDATD BALANCE SHEETS

 

 

 

December 31,

 

December 31,

 

ASSETS

 

2007

 

2006

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

12,615,566

 

$

7,190,827

 

Restricted cash and cash equivalents

 

84,000

 

84,000

 

Accounts receivable, net of allowance of $211,263 and $792,245 at December  31, 2007 and 2006, respectively

 

10,462,323

 

8,549,923

 

Unbilled contract costs and fees

 

536,567

 

267,247

 

Inventory

 

17,190,424

 

7,945,874

 

Prepaid expenses and other current assets

 

1,073,194

 

756,884

 

 

 

 

 

 

 

Total current assets

 

$

41,962,074

 

$

24,794,755

 

Property and equipment, net

 

3,059,651

 

2,783,900

 

Goodwill, net

 

704,362

 

704,362

 

Intangibles, net

 

793,739

 

1,224,488

 

Restricted cash

 

 

1,000,000

 

Other long-term assets

 

88,851

 

69,782

 

 

 

 

 

 

 

Total assets

 

$

46,608,677

 

$

30,577,287

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

 

$

123,219

 

Accounts payable

 

9,153,234

 

4,538,569

 

Accrued payroll and payroll related expenses

 

1,880,867

 

1,449,185

 

Other accrued expenses

 

3,453,883

 

2,405,447

 

Accrued contract losses

 

1,300,000

 

 

Accrued restructuring costs

 

 

1,200,326

 

Current portion of senior secured convertible notes

 

 

5,500,000

 

Current portion of warrant liability

 

 

 

436,919

 

Deferred revenue

 

8,103,093

 

5,834,537

 

Total current liabilities

 

$

23,891,077

 

$

21,488,202

 

 

 

 

 

 

 

Long-term Senior secured convertible notes, net of current portion

 

$

 

$

7,240,482

 

Long-term warrant liability, net of current portion

 

3,244,316

 

2,483,634

 

Redeemable convertible Series B preferred stock (340 and 345 shares issued and outstanding at December 31, 2007 and 2006, respectively; face value $5,000 per share; liquidation preference $1,700,000 and $1,725,000, respectively.

 

1,700,000

 

1,725,000

 

Other long-term liabilities

 

133,900

 

108,049

 

Total Liabilities

 

$

28,969,293

 

$

33,045,367

 

 

 

 

 

 

 

Commitments and contingencies (Note L)

 

 

 

 

 

Redeemable convertible Series C preferred stock (25,000 shares issued and outstanding at December 31, 2007, face value $1,000 per share, liquidation preference $30,000,000 at December 31, 2007)

 

13,276,091

 

 

 

 

 

 

 

 

Stockholders’ equity (deficit):

 

 

 

 

 

Common stock; $0.01 par value, 200,000,000 and 100,000,000 shares authorized; 49,803,979 and 40,105,073 shares issued and outstanding at December 31, 2007 and 2006, respectively

 

498,040

 

401,051

 

Additional paid-in capital

 

180,933,100

 

156,379,193

 

Accumulated deficit

 

(176,757,615

)

(158,991,838

)

Accumulated other comprehensive loss

 

(310,232

)

(256,486

)

Total stockholders’ equity (deficit)

 

$

4,363,293

 

$

(2,468,080

)

Total liabilities and stockholders’ equity (deficit)

 

$

46,608,677

 

$

30,577,287

 

 



 

SATCON TECHNOLOGY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 


Year Ended
December 31,

 

 

 

2007

 

2006

 

Revenue:

 

 

 

 

 

Product revenue

 

$

47,576,601

 

$

28,766,647

 

Funded research and development and other revenue

 

8,994,582

 

4,990,022

 

 

 

 

 

 

 

Total revenue

 

56,571,183

 

33,756,669

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

Cost of product revenue

 

44,875,818

 

27,823,402

 

Research and development and other revenue expenses:

 

 

 

 

 

Funded research and development and other revenue expenses

 

6,727,122

 

4,041,137

 

Unfunded research and development expenses

 

3,159,184

 

2,000,271

 

 

 

 

 

 

 

Total research and development and other revenue expenses

 

9,886,306

 

6,041,408

 

Selling, general and administrative expenses

 

12,403,952

 

13,007,946

 

Amortization of intangibles

 

350,739

 

430,959

 

Gain on sale of assets

 

 

(399,015

)

Restructuring costs

 

81,644

 

1,418,928

 

 

 

 

 

 

 

Total operating costs and expenses

 

67,598,459

 

48,323,628

 

 

 

 

 

 

 

Operating loss

 

(11,027,276

)

(14,566,959

)

Change in fair value of notes and warrants

 

(2,252,264

)

(4,191,768

)

Other (loss) income, net

 

(976,776

)

41,086

 

Interest income

 

280,392

 

384,394

 

Interest expense

 

(3,789,853

)

(1,444,764

)

 

 

 

 

 

 

Net loss

 

$

(17,765,777

)

$

(19,778,011

)

 

 

 

 

 

 

Deemed dividend and accretion on Series C Preferred Stock

 

$

(11,947,881

)

 

Dividend on Series C Preferred Stock

 

(100,000

)

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(29,813,658

)

$

(19,778,011

)

 

 

 

 

 

 

Net loss attributable to common stockholders per weighted average
share, basic and diluted

 

$

(0.66

)

$

(0.50

)

 

 

 

 

 

 

Weighted average number of common shares, basic and diluted

 

45,433,539

 

39,290,167

 

 

 


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