- Annual Report (10-K)
15 März 2011 - 10:26PM
Edgar (US Regulatory)
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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 2010
Commission file number 1-11512
SATCON TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction of
incorporation or organization)
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04-2857552
(I.R.S. Employer Identification Number)
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27 Drydock Avenue, Boston, Massachusetts
(Address of principal executive offices)
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02210
(Zip Code)
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(617) 897-2400
(Registrant's telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
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Title of Class
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Name of Exchange on Which Registered
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Common Stock, $.01 Par Value
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The NASDAQ Stock Market, LLC
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Preferred Stock Purchase Rights
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The NASDAQ Stock Market, LLC
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Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
o
No
ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes
o
No
ý
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
ý
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
o
No
o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer, "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
o
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Accelerated filer
ý
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Non-accelerated Filer
o
(Do not check if a smaller
reporting company)
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Smaller reporting company
o
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
o
No
ý
The aggregate market value of the registrant's Common Stock, $.01 par value per share, held by non-affiliates of the registrant was $205,765,352 based
on the last reported sale price of the registrant's Common Stock on the Nasdaq Capital Market as of the close of business on the last business day of the registrant's most recently completed second
quarter $2.86. There were 118,908,772 shares of Common Stock outstanding as of March 1, 2011.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's Proxy Statement for its 2011 Annual Meeting of Stockholders are
incorporated by reference into Part III of this Form 10-K.
Table of Contents
Satcon Technology Corporation
TABLE OF CONTENTS
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Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains or incorporates forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. You can identify these forward-looking statements by our use of the words "believes,"
"anticipates," "plans," "expects," "may," "will," "intends," "estimates," and similar expressions, whether in the negative or in the affirmative. Forward-looking statements include statements
regarding our position as a leading provider of power conversion solutions; our ability to create innovative products in the markets we target; the expected demand for our products in the markets we
target; our ability to address our customers' needs; our ability to execute on our growth strategy; and our ability to compete in the markets we target. Although we believe that these forward-looking
statements reasonably reflect our plans, intentions and expectations disclosed in the forward-looking statements, our actual results could differ materially from the plans, intentions and expectations
disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements under the heading "Risk Factors" under Item 1A that we believe could cause
our actual results to differ materially from the forward-looking statements that we make. Forward-looking statements contained in this Annual Report speak only as of the date of this report.
Subsequent events or circumstances occurring after such date may render these statements incomplete or out of date. We undertake no obligation and expressly disclaim any duty to update such
statements.
PART I
Item 1. BUSINESS
Overview
Satcon Technology Corporation ("Satcon" or "Company") is a leading clean energy technology provider of utility-grade power conversion
solutions for the renewable energy market, primarily the large-scale commercial and utility-scale solar photovoltaic, or PV, markets. We design and deliver advanced power conversion solutions that
enable large-scale producers of renewable energy to convert clean energy into grid-connected, efficient and reliable electrical power.
Our
power conversion solutions boost total system power production through system intelligence, advanced command and control capabilities, industrial-grade engineering and total
lifecycle performance optimization. Our power conversion solutions feature the widest range of power ratings in the solar industry. We also offer system design services and solutions for management,
monitoring, and performance measurement to maximize capital investment and improve overall quality and performance over the entire lifespan of an installation.
Revenue Comparison with Prior Years
Consolidated revenues by geographic area for the years ended December 31, 2010, 2009 and 2008 were as follows:
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Year Ended December 31,
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2010
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2009
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2008
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United States
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$
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76,079,866
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$
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39,734,485
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$
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46,371,717
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International
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97,222,107
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12,801,148
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7,921,617
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Total
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$
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173,301,973
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$
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52,535,633
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$
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54,293,334
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These
numbers have been adjusted to reflect the January 2010 sale of our Satcon Applied Technology business unit and the September 2008 sales of our Electronics and Power Systems US
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business
units. See Note D (Discontinued Operations) to the Consolidated Financial Statements included in this Annual Report on Form 10-K.
Industry Background & Market Opportunity
Inverters, which are the engines of power conversion solutions, are essential components for renewable energy systems. Their primary
function is to convert direct current (DC) power into alternating current (AC) power. Advanced solar Photovoltaic ("PV") inverters are emerging as the core enabling technology platform for the growth
of large-scale distributed power systems. Through a combination of increased capacity, improved output quality and advanced control features, these more powerful, efficient and intelligent inverters
are expected to enable a stepped improvement in both the controllability and the overall performance of solar PV production and distribution. We believe they will also be critical elements in
improving the performance of future solar PV systems.
As
our industry advances, we are committed to providing leadership and developing intellectual property in both the technology and the delivery model. In terms of the technology, our
value-driving innovation expands beyond a component focus into building a better system architecture for energy harvest, connecting the panel to the grid. Solstice is our first example of this
expanded architectural approach, and we are committed to further innovation in this category. This is what we see as our place in the smart gridas a provider of solutions and systems that
deliver smarter and faster performance on the supply side of the power grid. Our vision is to enable not only better integration of intermittent renewable resources onto the grid, but also to deliver
value-added capabilities that will improve the overall performance of the grid itself. We see a future in which the inverter evolves from the electromechanical device that it is now into the digital
device of the truly intelligent smart grid network. We are committed to a total systems approach for our customers, including a full range of design services and complete lifecycle management
services. Both our design and lifecycle management services are unique in that they are fully localized in geography and specialized in function.
The
growth in large-scale solar energy plants has created strong worldwide demand for large-scale solar PV power conversion solutions, and is driving significant innovation in the
technologies that are being deployed in order to maximize system performance and grid interoperability. Industry research estimates that the global PV inverter market will grow globally at an average
annual growth rate of about 10% from 2011 through 2014, with the majority of this growth expected to come from turn-key utility-scale PV inverters of 500 kW and above, which is a core
competency for us.
The
strong growth in our market is catalyzed by the interaction of several market trends:
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Socio-political factors and energy supply-demand imbalances are creating an environment ripe for solar power
worldwide.
Socio-political unrest in oil-producing countries as well as long-term macroeconomic factors such as
increasing electricity usage, power grid capacity constraints, fossil fuel price volatility, and harmful levels of pollution and greenhouse gases are driving increased demand for solar and other forms
of renewable energy.
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Government incentives are accelerating growth in the power conversion
market.
Many countries, including Germany, France, Italy, Greece, the United States, Canada, China and India, have set policies, such as
renewable portfolio standards, to achieve a certain percentage of their overall energy generation from alternative energy sources. Several countries have committed to generating at least
20 percent of their electrical energy from renewable energy sources by 2020. Governments have also enacted a variety of tax incentives and subsidies to fuel the construction of renewable energy
power plants. As our power conversion systems are integral components of many renewable energy power plants, primarily solar PV plants, we expect demand for them to continue to experience growth as a
direct result of these government programs.
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Utilities are deploying large-scale PV plants which drive power conversion solution
sales.
To satisfy mandates, utilities are building increasingly large renewable energy installations, often in the form of large-scale
solar PV plants. These megawatt ("MW") -size plants require the use of large-scale, high-grade power conversion systems. The technical expertise of leading power conversion
companies is becoming increasingly important as utilities become more rigorous in specifications for the systems that connect these plants to the grid.
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PV module price declines are encouraging new solar
installations.
Solar PV power plants rely on PV arrays, a linked collection of PV modules, to convert solar energy into raw electricity.
PV modules have seen significant and continual price declines in recent years due to advances in semiconductor processing technology and the increased availability of silicon, the substance used by a
PV panel to generate electricity. The decreased cost of the basic building blocks of solar PV installations increases the attractiveness of solar power economics and helps catalyze the development of
new solar plants, which in turn increases demand for power conversion systems.
Within
this renewable energy market we believe that the fastest growth area for Satcon involves large-scale, utility-grade renewable energy and distributed power generation. These
solutions require power quality control products to manage the performance of individual solar installations and monitor how it will interconnect with larger energy infrastructure (grid). In order to
be commercially viable and operate effectively, these solutions must be highly reliable, efficient, and deliver the command and control performance required to profitably manage multi-megawatt solar
power plants. Our intellectual property, in the form of technical expertise and innovative product offerings, uniquely positions the company to provide the next generation of large-scale,
utility-grade renewable energy projects with the energy storage, power quality, and distributed power systems they will require.
Products
We deliver a full suite of power conversion solutions and services for large commercial and utility-scale renewable energy
installations. We produce a broad range of products to provide the critical bridge between clean energy sources and large-scale power grids, helping companies meet the rising demand for clean energy
with efficiency and profitability.
Our
core solutions for renewable energy consist of utility-grade inverters for solar PV a applications. Inverters convert the DC power generated by these renewable energy sources into
useable AC power. They provide the interface with the electric utility grid, an energy storage device, and end user applications. Our inverters' advanced utility-ready features enable simplified grid
interconnection and can be easily integrated into supervisory control and data acquisition, or SCADA, systems through standardized communication interfaces. Our Renewable Energy Solutions product
family includes the following:
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PowerGate® Plus
is, we believe, the world's most widely
deployed large-scale, utility-ready PV inverter with over 1.7 gigawatts sold since its introduction in 2005. PowerGate Plus increases efficiency and maximizes system uptime and power production. By
combining sophisticated system intelligence with in-depth performance monitoring, PowerGate Plus provides power plant operators with an advanced level of command and control.
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Equinox
is our next generation power conversion solution.
Equinox features superior efficiency combined with three extreme climate packages to provide power plant operators with enhanced levels of system performance and uptime and the PV industry's broadest
thermal operating range. Equinox is built on the foundation of Satcon PowerGate Plus.
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Prism®
is a fully integrated one MW medium voltage solution
optimized for large-scale commercial and utility-scale PV installations. Incorporating advanced components and our
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Revenues
by product category for the years ended December 31, 2010, 2009 and 2008 were as follows:
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Year Ended December 31,
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(Amounts in Millions)
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2010
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2009
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2008
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Product Revenue
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Renewable Energy Solutions
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$
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173.3
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$
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47.7
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$
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52.2
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Other Legacy
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4.8
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2.1
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Total Product Revenue
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$
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173.3
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$
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52.5
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$
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54.3
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Financial Results by Business Segment
In prior years we have included segment disclosures as it related to the operations of our business units. With the sale in 2008 of our
Electronics and Power Systems US business units and the classification in 2009 of our Applied Technology business unit as part of discontinued operations, since 2009 we have viewed our operations as
one segment and as one business unit. Accordingly, until such time as circumstances change and we determine that we have reportable
segments, we will no longer report this information. See Note S to the Consolidated Financial Statements included in this Annual Report on Form 10-K.
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Satcon Power Conversion Solution Attributes
We strive to meet our customers' needs by providing power conversion solutions and systems that encompass the following key
attributes:
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Innovation.
We are committed to innovation in the core
inverter technology, the complete energy harvest architecture, and the comprehensive services delivery model for our customers.
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Performance.
Our products use proprietary designs and
technology to ensure that high-quality power is efficiently produced in all operating conditions. Our robust designs deliver high system up-time.
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Reliability.
We design and manufacture
high-reliability, long-life power electronics for solar PV and fuel cell applications. We design, manufacture and test our systems for optimal performance over the entire
lifespan of the photovoltaic system. We design our products to support the long-life, always-on requirements of the power quality markets through a comprehensive suite of
programs including support services, system design services, and warranty and preventative maintenance programs.
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Efficiency.
We design and manufacture our products to meet
the efficiency needs of our customers as defined by their specifications and the end use of the product. The overall efficiency of a renewable power system, or its ability to deliver power with
minimum energy loss, is vital to its effective commercialization and overall profitability dynamic, and depends on the efficiency of all of its component parts. Our products continually lead in system
yield, harvest, and power production, delivering stepped improvements in PV total system output, due to our advanced state-of-the-art technologies, namely inverters
and architectures such as Solstice.
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Quality.
We operate with quality management systems and
are ISO 9001:2000 certified. All of our high power level inverters are Underwriter Laboratory listed as meeting their requirements for safety.
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Delivery Methodology.
We deliver a comprehensive range of
services, from design services to complete lifecycle management services for our customers.
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Flexibility.
We develop and manufacture our products for
use in various renewable energy and power quality systems such as photovoltaics, fuel cells, wind turbines, micro-turbines and UPS systems. Our products are modular and scalable to meet a wide range
of power requirements. Our engineers work closely with our customers to address overall systems design issues and to ensure that our products meet their system specifications. A close working
relationship between the customers' engineers and our engineers is particularly important in the rapidly evolving renewable energy industry.
Sales, Marketing and Service
We sell our products and services through direct sales personnel, distributor arrangements and sales agent arrangements which comprise
a global market presence for Satcon. Our direct sales staff manages our key customer accounts, regional distributors and agents, provides customer support and identifies significant market
opportunities in their respective markets.
In
order to maximize our customer's return on assets and investment profitability, we offer a suite of services focused on delivering optimized design and total lifecycle management. Our
services provide technical support throughout the entire lifespan of a product. We believe these factors are essential to building close, long-term value for our customers, and maintaining
our competitive edge.
In
each core worldwide market we serve, we have a full local organization encompassing sales, inside sales, pre-sales, project management, field service, and applications
engineering. This localized
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expertise
allows us to work closely with our customers to fully understand their requirements and to rapidly respond to the tough challenges that inevitably come up with any large project, ensuring
the highest levels of customer satisfaction.
Strategy
Our growth strategy is to leverage our proven execution with industry-leading products, our advanced innovation capabilities, and our
global commercial and manufacturing footprint to increase our market share. Our focus continues to be on the following strategies:
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Develop New Technology to Broaden Our High Value
Solutions.
Global trends are fueling the development of ever larger solar plants and catalyzing the rapid growth for solar power
conversion solutions. We offer the widest power range of utility-grade power conversion products for the PV industry. We believe the combination of our advanced technology, intellectual property and
industry expertise position us to develop the industry's next generation of power conversion solutions. We believe that continuing to develop new products and technologies that meet the expanding and
demanding needs of our large-scale commercial and utility-scale customers will enhance our competitive position and maximize our growth opportunities.
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Expand Our International Sales and Service Footprint.
We
continue to expand and deepen our sales and service operations globally as we aim to increase our market share. We are committed to establishing a large, direct local presence in the European and
Asian countries where we compete, as well as maintaining and building upon the strong relationships we have in North America. We aim to strengthen and extend our existing strategic alliances and
relationships, which may take the form of marketing, sales or distribution agreements. We are actively working to develop alliances and relationships with new partners to extend our global reach and
take advantage of growth opportunities.
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Expand Our International Manufacturing Footprint.
Our
primary manufacturing operations take place in Ontario, Canada and Shenzhen, China. We also perform certain manufacturing functions at our facilities located in Fremont, California and Boston,
Massachusetts. We currently have the capacity to produce approximately 1.5 GW of power conversion systems per year. In addition, we recently established a manufacturing relationship with GCL Solar,
one of China's largest PV plant developers, which will enhance our manufacturing capacity for the Asian markets. We expect to increase our manufacturing capacity by approximately 100% by the end of
2011.
Competition
We believe that competitive performance in the marketplace for power conversion and control products depends upon several factors,
including product price, technical innovation, product quality and reliability, range of products, range of services, customer service and technical support. We believe the following represent our
main competitors:
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Advanced Energy Industries
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Markets:
Renewable Energy, Solar
Equipment
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Products:
Solar Inverters, Power Systems
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PowerOne
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Markets:
Renewable Energy, Power
Conversion
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Products:
Solar Inverters, Wind Inverters, Monitoring and
Control
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PV Powered
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Markets:
Renewable Energy, Grid-Tied PV
Inverters
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Products:
Residential Solar Inverters, Commercial Solar
Inverters
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Schneider Electric
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Markets:
Renewable Energy, Energy
Management
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Products:
Solar Inverters, Automation and Control, Electrical
Distribution, Energy Efficiency
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Siemens
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Markets:
Industrial Plant Automation, Energy,
Healthcare
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Products:
Solar Inverters, Communication Software, Wind
Turbines, Gas Turbines, Steam Turbines, Generators, Compressors & Trains, Fans, Fuel Gasifier, Fuel Cells, Environmental Systems
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SMA Solar Technology
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Markets:
Renewable Energy, Solar Inverters, Energy
Systems
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Products:
Residential Inverters, Commercial Inverters, Solar
Plants
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Sungrow Power Supply
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Markets:
Renewable Energy, Solar and Wind
Equipment
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Products:
Solar Inverters, Wind Inverters
Satcon
is focused on maintaining our industry-leading position as a provider of large-scale commercial and utility-scale power solutions. Our technical innovation emphasizing product
performance and reliability, supported by our commitment to strong customer service and technical support, enables us to continue to compete successfully against our competitors.
Significant Customers
In 2010, no sales to any one customer exceeded 10% of our annual revenue but there were 3 customers (GCL Solar Limited, Enel Green
Power S.p.A, and CE Solar, S.R.O) that were classified as significant customers in 2010 due to their gross receivables balance at December 31, 2010 exceeding 10% of our total gross accounts
receivables at December 31, 2010 (approximately 34%), and two of these customers balances were backed by irrevocable letters of credit at December 31, 2010.
There
was one customer (SunPower Corporation) that was classified as a significant customer in 2009 due to sales to this customer exceeding 10% of our annual revenue (approximately 14%).
In addition, there was one customer (Enfinity, NV) that was classified as a significant customer in 2009 due to its gross receivable balance at December 31, 2009 exceeding 10% of our
total gross receivables at December 31, 2009 (approximately 10%).
Backlog
Our backlog consists primarily of orders for power control systems. At December 31, 2010, our backlog was approximately
$103 million all of which is scheduled to be shipped during 2011. Many of our contracts and sales orders may be canceled at any time with limited or no penalty.
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Research and Development
We believe that the continued and timely development of new products and enhancements to our existing products is necessary to maintain
our competitive position. We use technologies developed by our business units, together with information supplied by our distributors and customers, to design and develop new products and product
enhancements and to reduce the time-to-market for our products.
We
expended approximately $15.7 million, $8.4 million, and $5.1 million on internally funded research and development during the years ended December 31,
2010, 2009 and 2008, respectively.
Manufacturing
We manufacture our products at our facilities located in Burlington, Ontario, Canada, Boston, Massachusetts, Fremont, California and
through our contract manufacturing partner in Asia. Our overall manufacturing process at these facilities and with our contract manufacturer has a current production capacity of approximately 1.5
gigawatts per year.
Reducing
product cost is essential to our ability to further penetrate the market with our power conversion solutions and service offerings. We believe that most of the raw materials
used in our products are readily available from a variety of vendors. Additionally, we design and develop our products to use commodity parts in order to simplify the manufacturing process. We have
made and expect to continue to make technological improvements that reduce the costs to manufacture our products.
Our
manufacturing facilities are subject to certain environmental laws and regulations, particularly with respect to industrial waste and emissions. Compliance with these laws and
regulations has not had a material impact on our capital expenditures or competitive position.
Intellectual Property
Our success and competitiveness depend on our ability to develop and maintain the proprietary aspects of our technology and operate
without infringing on the proprietary rights of others. We rely on a combination of patent, trademark, trade secret and copyright law and contract restrictions to protect the proprietary aspects of
our technologies. We seek to limit disclosure of our intellectual property by requiring employees, consultants and any third parties with access to our proprietary information to execute
confidentiality agreements and by restricting access to that information.
As
of December 31, 2010, we held approximately 48 U.S. patents and had 2 patent applications pending with the U.S. Patent and Trademark Office. The expiration dates of our
patents range from 2011 to 2027, with the majority expiring after 2015.
Many
of the U.S. patents described above are the result of retaining ownership of inventions made under U.S. government-funded research and development programs. As a qualifying small
business, we have retained commercial ownership rights to proprietary technology developed under various U.S. government contracts and grants, including small business innovation research contracts.
With respect to any invention made with government assistance, the government has a nonexclusive, nontransferable, irrevocable, paid-up license to use the technology or have the technology
employed for or on behalf of the U.S. government throughout the world. Under certain conditions, the U.S. government also has "march-in rights." These rights enable the U.S. government to
require us to grant a nonexclusive, partially exclusive, or exclusive license in any field of use to responsible applicants, upon terms that are reasonable under the circumstances.
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Foreign Operations
We have foreign operations through our manufacturing facility in Burlington, Ontario, Canada and our sales and service offices in
Prague, Czech Republic, Shenzhen, China and Shanghai, China.
Government Regulation
We presently are subject to various federal, state and local laws and regulations relating to, among other things, export control
energy generation, safe working conditions, handling and disposal of hazardous and potentially hazardous substances and emissions of pollutants into the atmosphere. To date, we believe that we have
obtained all the necessary government permits and have been in substantial compliance with all of these applicable laws and regulations.
Government Contracts
On occasion we have acted as a prime contractor or major subcontractor for different U.S. government programs that involve
energy-related products. Over its lifetime, a program may be implemented by the award of many individual contracts and subcontracts, or contracts with option years, or partially funded contracts.
U.S.
government contracts include provisions permitting termination, in whole or in part, without prior notice, at the U.S. government's discretion. The U.S. government generally pays
compensation for work actually done and commitments made at the time of termination, and some allowance for profit on the work performed. The U.S. government may also terminate for default in
performance and pay only the value delivered to the U.S. government. It can also hold the contractor responsible for re-procurement costs.
Our
government contracts are also subject to specific procurement statutes and regulations and a variety of socio-economic and other factors. Failure to comply with these regulations and
requirements could lead to loss of contract or suspension or disbarment from U.S. government contracting or subcontracting for a period of time. Examples of these statutes and regulations are those
related to procurement integrity, export control, employment practices, the accuracy of records and the recording of costs.
Sales
to the U.S. government may be affected by changes in research interests in the areas in which we engage, changing government department budgets, and changing procurement policies.
With the sale of our Applied Technology business unit in January 2010 we have no significant revenues from continuing operations being derived from government contracts.
Employees
At December 31, 2010, we had a total of 340 full-time employees, 4 part-time employees and 86 contract
employees. Of the total, 125 persons were employed in engineering, 167 in manufacturing, 44 in administration, 30 in field service and 64 in sales and marketing. Our future success depends in large
part on the continued service of our key technical and senior management personnel, and on our ability to attract, retain and motivate qualified employees, particularly those highly skilled design,
process and test engineers involved in the manufacture of existing products and the development of new products and processes. The competition for such personnel is intense, and the loss of key
employees could have a material adverse effect on us.
None of our employees are represented by a union. We believe that relations with our employees are good.
Reports
Our web site is
www.Satcon.com.
Through our web site, we make available free of charge
all of our Securities and Exchange Commission, or SEC, filings, including our annual reports on Form 10-K,
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quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such reports are electronically filed with the SEC.
Item 1A. Risk Factors
The risks described below may materially impact your investment in our company or may in the future, and, in
some cases already do, materially affect us and our business, financial condition and results of operations. You should carefully consider these factors with respect to your investment in our
securities. This section includes or refers to certain forward-looking statements; you should read the explanation of the qualifications and limitations on such forward-looking statements beginning on
pages 4 of this report.
We have a history of operating losses, may not be able to achieve profitability and may require additional capital in order to sustain our businesses.
For each of the past ten fiscal years, we have experienced losses from operating our businesses. As of December 31, 2010, we had
an accumulated deficit of approximately $243.5 million. During the year ended December 31, 2010 we had a loss from continuing operations of approximately $12.4 million. If we are
unable to operate on a cash flow breakeven basis in the future, we may need to raise additional capital in order to sustain our operations. There can be no assurance that we will be able to achieve
such results or to raise such funds if they are required.
We could issue additional common stock, which might dilute the book value of our common stock.
We have authorized 200,000,000 shares of our common stock, of which 117,911,278 shares were issued and outstanding as of
December 31, 2010. Our board of directors has the authority, without action or vote of our stockholders in most cases, to issue all or a part of any authorized but unissued shares. Such stock
issuances may be made at a price that reflects a discount from the then-current trading price of our common stock. In addition, in order to raise the capital that we may need at today's
stock prices, we may need to issue securities that are convertible into or exercisable for a significant amount of our common stock. These issuances would dilute your percentage ownership interest,
which would have the effect of reducing your influence on matters on which our stockholders vote, and might dilute the book value of our common stock. You may incur additional dilution of net tangible
book value if holders of stock options, whether currently outstanding or subsequently granted, exercise their options or if warrant holders exercise their warrants to purchase shares of our common
stock.
The sale or issuance of a large number of shares of our common stock could depress our stock price.
As of March 1, 2011, we have reserved 28,736,061shares of common stock for issuance upon exercise of stock options and warrants
and 5,579,735 shares for future issuances under our stock plans. As of March 1, 2011, holders of warrants and options to purchase an aggregate of 21,576,253 shares of our common stock may
exercise those securities and transfer the underlying common stock at any time subject, in some cases, to Rule 144.
The execution of our growth strategy is dependent upon the continued availability of third-party financing arrangements for our customers, and is affected by general
economic conditions
.
The
recent recessionary condition of the general economy and limited availability of credit and liquidity could materially and adversely affect our business
and results of operations. Many purchasers of our inverters and other products require financing from third-parties to finance their operations. Given the recent recession and the restricted credit
markets, certain of our customers may be unable or
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unwilling
to finance the cost to purchase our products or may be forced to cancel previously submitted orders or delay taking shipment until suitable credit is again available. Collecting payment from
customers facing liquidity challenges may also be difficult. These factors could materially and adversely affect our anticipated revenue and growth and, accordingly, our results of operations, cash
flows and financial condition.
If we are unable to maintain our technological expertise in design and manufacturing processes, we will not be able to successfully compete.
We believe that our future success will depend upon our ability to develop and provide innovative products that meet the changing needs
of our customers. This requires that we successfully anticipate and respond to technological changes in design and manufacturing processes in a cost-effective and timely manner. As a
result, we continually evaluate the advantages and feasibility of new product design and manufacturing processes. We cannot, however, assure you that our process improvement efforts will be
successful. The introduction of products embodying new technologies and the emergence of shifting customer demands or changing industry standards could render our existing products obsolete and
unmarketable, which would have a significant impact on our ability to generate revenue. Our future success will depend upon our ability to continue to develop and introduce a variety of new products
and product enhancements to address the increasingly sophisticated needs of our customers. We may experience delays in releasing new products and product enhancements in the future. Material delays in
introducing new products or product enhancements may cause customers to forego purchases of our products and purchase those of our competitors.
The U.S. government has certain rights relating to our intellectual property.
Many of our patents are the result of inventions made under U.S. government-funded research and development programs. With respect to
any invention made with government assistance, the government has a nonexclusive, nontransferable, irrevocable, paid-up license to use the technology or have the technology employed for or
on behalf of the U.S. government throughout the world. Under certain conditions, the U.S. government also has "march-in rights," which enable the U.S. government to require us to grant a
nonexclusive, partially exclusive, or exclusive license in any field of use to responsible applicants, upon terms that are reasonable under the circumstances.
Our business could be adversely affected if we are unable to protect our patents and proprietary technology.
As of March 1, 2011, we held approximately 48 U.S. patents and had 2 patent applications pending with the U.S. Patent and
Trademark Office. The expiration dates of our patents range from 2011 to 2028, with the majority expiring after 2015. As a qualifying small business from our inception to date, we have retained
commercial ownership rights to proprietary technology developed under various U.S. government contracts and grants.
Our
patent and trade secret rights are of significant importance to us and to our future prospects. Our ability to compete effectively against other companies in our industry will
depend, in part, on our ability to protect our proprietary technology and systems designs relating to our products. Although we have attempted to safeguard and maintain our proprietary rights, we do
not know whether we have been or will be successful in doing so. Further, our competitors may independently develop or patent technologies that are substantially equivalent or superior to ours. No
assurance can be given as to the issuance of additional patents or, if so issued, as to their scope. Patents granted may not provide meaningful protection from competitors. Even if a competitor's
products were to infringe patents owned by us, it would be costly for us to pursue our rights in an enforcement action and there can be no assurance that we would be successful in enforcing our
intellectual property rights. Because we intend to enforce our patents, trademarks and copyrights and protect our trade secrets, we may be
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involved
from time to time in litigation to determine the enforceability, scope and validity of these rights. This litigation could result in substantial costs to us and divert resources from
operational goals. In addition, effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country where we operate or sell our products. In
addition, certain of our customers may request that we provide them with assurances that elements of our intellectual property be available for their use in the event that we are prevented from
satisfying our service and warranty obligations to them or their customers.
We may not be able to maintain confidentiality of our proprietary knowledge.
In addition to our patent rights, we also rely on treatment of our technology as trade secrets through confidentiality agreements,
which all of our employees are required to sign, assigning to us all patent rights and other intellectual property developed by our employees during their employment with us. Our employees have also
agreed not to disclose any trade secrets or confidential information without our prior written consent. We also rely on non-disclosure agreement to protect our trade secrets and
proprietary knowledge. These agreements may be breached, and we may not have adequate remedies for any breach. Our trade secrets may also be known without breach of these agreements or may be
independently developed by competitors. Failure to maintain the proprietary nature of our technology and information could harm our results of operations and financial condition by reducing or
eliminating our technological advantages in the marketplace.
Others may assert that our technology infringes their intellectual property rights.
We believe that we do not infringe the proprietary rights of others and, to date, no third parties have asserted an infringement claim
against us, but we may be subject to infringement claims in the future. The defense of any claims of infringement made against us by third parties could involve significant legal costs and require our
management to divert time from our business operations. If we are unsuccessful in defending any claims of infringement, we may be forced to obtain licenses or to pay royalties to continue to use our
technology. We may not be able to obtain any necessary licenses on commercially reasonable terms or at all. If we fail to obtain necessary licenses or other rights, or if these licenses are costly,
our operating results may suffer either from reductions in revenues through our inability to serve customers or from increases in costs to license third-party technologies.
Our success is dependent upon attracting and retaining highly qualified personnel and the loss of key personnel could significantly hurt our business.
To achieve success, we must attract and retain highly qualified technical, operational and executive employees. The loss of the
services of key employees or an inability to attract, train and retain qualified and skilled employees, specifically engineering, operations and business development personnel, could result in the
loss of business or could otherwise negatively impact our ability to operate and grow our business successfully.
We expect significant competition for our products and services.
Many of our competitors and potential competitors are well established and have substantially greater financial, research and
development, technical, manufacturing and marketing resources than we do. Some of our competitors and potential competitors are much larger than we are. If these larger competitors decide to focus on
the development of distributed power and power quality products, they have the manufacturing, marketing and sales capabilities to complete research, development and commercialization of these products
more quickly and effectively than we can. There can also be no assurance that current and future competitors will not develop new or enhanced technologies perceived to be superior to those sold or
developed by us. There can be no assurance that we will be successful in this competitive environment.
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We are dependent on third-party suppliers for the supply of key components for our products.
We use third-party suppliers for components in many of our systems. From time to time, shipments can be delayed because of
industry-wide or other shortages of necessary materials and components from third-party suppliers. A supplier's failure to supply components in a timely manner, or to supply components
that meet our quality, quantity or cost requirements, or our inability to obtain substitute sources of these components on a timely basis or on terms acceptable to us, could impair our ability to
deliver our products in accordance with contractual obligations.
We have established a contract manufacturing relationship with a Chinese supplier for certain of our inverter products
.
We
have entered a contract manufacturing relationship with a supplier in Asia for the manufacture of certain of our inverters as a means of reducing our costs
and increasing the quality for those products, thereby enabling us to maintain a competitive advantage in the marketplace for these products. Our Asian partner, working closely with us, will in turn
be developing a common Asian supply chain for the components that are incorporated into our inverters. While we believe that our Asian contract manufacturer is qualified to manufacture these inverters
for us, we may need to address short-term quality and delivery scheduling issues as we develop this supply chain for these inverters. If we were to encounter significant quality or
delivery schedule
concerns it might materially and adversely affect our relationships with customers for these inverters and our results of operations.
If we experience a period of significant growth or expansion, it could place a substantial strain on our resources.
If our power control products continue to be successful in achieving rapid market penetration, we may be required to deliver even large
volumes of technically complex products or components to our customers on a timely basis at reasonable costs to us. We have limited experience in ramping up our manufacturing capabilities to meet
large-scale production requirements and delivering large volumes of our power control products. If we were to commit to deliver large volumes of our power control products, we cannot assure you that
we will be able to satisfy large-scale commercial production on a timely and cost-effective basis or that such growth will not strain our operational, financial and technical resources.
Our business could be subject to product liability claims.
Our business exposes us to potential product liability claims, which are inherent in the manufacturing, marketing and sale of our
products, and we may face substantial liability for damages resulting from the faulty design or manufacture of products or improper use of products by end users. We currently maintain a moderate level
of product liability insurance, and there can be no assurance that this insurance will provide sufficient coverage in the event of a claim. Also, we cannot predict whether we will be able to maintain
such coverage on acceptable terms, if at all, or that a product liability claim would not harm our business or financial condition. In addition, negative publicity in connection with the faulty design
or manufacture of our products would adversely affect our ability to market and sell our products.
We are subject to a variety of environmental laws that expose us to potential financial liability.
Our operations are regulated under a number of federal, state and foreign environmental and safety laws and regulations that govern,
among other things, the discharge or release of hazardous materials into the air and water as well as the handling, storage and disposal of these materials. These laws and regulations include the
Clean Air Act, the Clean Water Act, the Resource, Conservation and Recovery Act, and the Comprehensive Environmental Response, Compensation and Liability Act, as
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well
as analogous state and foreign laws. Because we use hazardous materials in certain of our manufacturing processes, we are required to comply with these environmental laws. In addition, because we
generate hazardous wastes, we, along with any other person who arranges for the disposal of our wastes, may be subject to potential financial exposure for costs associated with an investigation and
remediation of sites at which we have arranged for the disposal of hazardous wastes if those sites become contaminated and even if we fully comply with applicable environmental laws. If we were found
to be a responsible party, we could be held jointly and severably liable for the costs of remedial actions. To date, we have not been cited for any improper discharge or release of hazardous
materials.
Businesses and consumers might not adopt alternative energy solutions as a means for obtaining their electricity and power needs.
On-site distributed power generation solutions, such as fuel cell, photovoltaic and wind turbine systems, which utilize our
products, provide an alternative means for obtaining electricity and are relatively new methods of obtaining electrical power that businesses may not adopt at levels sufficient to grow this part of
our business. Traditional electricity distribution is based on the regulated industry model whereby businesses and consumers obtain their electricity from a government regulated utility. For
alternative methods of distributed power to succeed, businesses and consumers must adopt new purchasing practices and must be willing to rely upon less traditional means of purchasing electricity. We
cannot assure you that businesses and consumers will choose to utilize on-site distributed power at levels sufficient to sustain our business in this area. The development of a mass market
for our products may be impacted by many factors which are out of our control, including:
-
-
market acceptance of fuel cell, photovoltaic and wind turbine systems that incorporate our products;
-
-
the cost competitiveness of these systems;
-
-
regulatory requirements; and
-
-
the emergence of newer, more competitive technologies and products.
If
a mass market fails to develop or develops more slowly than we anticipate, we may be unable to recover the losses we will have incurred to develop these products.
Reductions in government subsidies could impact revenue growth in the renewable energy markets.
Various government subsidies, including feed-in tariffs, have been a significant driver in the growth of the renewable
energy industry, with countries throughout the world providing incentives to spur adoption of renewable energy. While many countries are beginning to adopt feed-in tariffs and varying
subsidies, others are re-evaluating the level of incentive they wish to provide or have proposed reductions to their feed-in tariffs. Any reduction in such subsidies could
result in a decline in demand and price levels for renewable energy products, which could have a material adverse effect on our business, financial condition or results of operations.
Our quarterly operating results are subject to fluctuations, and if we fail to meet the expectations of securities analysts or investors, our share price may decrease
significantly.
Our annual and quarterly results may vary significantly depending on various factors, many of which are beyond our control. Because our
operating expenses are based on anticipated revenue levels, our sales cycle for development work is relatively long and a high percentage of our expenses are fixed for the short term, a small
variation in the timing of recognition of revenue can cause significant variations in operating results from quarter to quarter. If our earnings do not meet the expectations of securities analysts or
investors, the price of our stock could decline. Also, because our sales are
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primarily
made on a purchase order basis, customers may generally cancel, reduce or postpone orders without penalty, resulting in reductions to our net sales and profitability.
We may not be able to realize our deferred tax assets.
At December 31, 2010, we had approximately $60.7 million of deferred tax assets against which we have recognized
valuation allowances equal to the entire amount of such deferred tax assets. Losses for federal income tax purposes can generally be carried back two years and carried forward for a period of
20 years. In order to realize our net deferred tax assets, we must generate sufficient taxable income in such future years.
In
addition, our ability to utilize net operating losses and certain other tax attributes ("NOLs") for federal and state income tax purposes would be limited if we were to experience an
"ownership change," as determined under Section 382 of the Internal Revenue Code of 1986, as amended ("Section 382"). Generally, an "ownership change" relates to the cumulative change in
ownership among stockholders with at least a 5% ownership interest in our common stock increase their ownership by more than 50% over a rolling three-year period. If an "ownership change"
occurs, our ability to use the NOLs for income tax purposes could be limited substantially or lost altogether. This would significantly impair the value of our NOL asset and, as a result, have a
negative impact on our financial position and results of operations.
In
January 2011, our board of directors adopted a stockholder rights agreement designed to protect our ability to use the NOLs for income tax purposes. However, the adoption of the
stockholder rights agreement cannot guarantee complete protection against an "ownership change" and it remains possible that one may occur.
Provisions in our charter documents and Delaware law and our NOL-related stockholders rights agreement may delay, deter or prevent the acquisition of Satcon,
which could decrease the value of your shares.
Some provisions of our certificate of incorporation and bylaws may delay, deter or prevent a change in control of Satcon or a change in
our management that you, as a stockholder, may consider favorable. These provisions include:
-
-
authorizing the issuance of "blank check" preferred stock that could be issued by our board of directors to increase the
number of outstanding shares and deter a takeover attempt;
-
-
a board of directors with staggered, three-year terms, which may lengthen the time required to gain control of
our board of directors;
-
-
prohibiting cumulative voting in the election of directors, which would otherwise allow less than a majority of
stockholders to elect director candidates; and
-
-
limitations on who may call special meetings of stockholders.
In
addition, Section 203 of the Delaware General Corporation Law and provisions in some of our stock incentive plans may delay, deter or prevent a change in control of Satcon.
Those provisions serve to limit the circumstances in which a premium may be paid for our common stock in proposed transactions, or where a proxy contest for control of our board may be initiated. If a
change of control or change in management is delayed, deterred or prevented, the market price of our common stock could suffer.
We
also have a stockholder rights plan designed to protect our ability to use our NOLs for federal and state income tax purposes. In general terms, the rights plan is intended to act as
a deterrent to any person or group that acquires 4.99% or more of our common stock without approval of our board of directors by allowing other stockholders to acquire our equity securities at half of
their fair value. The
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ownership
limitations in the rights plan may have the effect of inhibiting or impeding a change in control.
We are subject to stringent export laws and risks inherent in international operations.
We market and sell our products and services both inside and outside the United States. We are currently selling our products and
services throughout North America and in certain countries in South America, Asia and Europe. Certain of our products are subject to the International Traffic in Arms Regulations (ITAR) 22 U.S.C 2778,
which restricts the export of information and material that may be used for military or intelligence applications by a foreign person. Additionally, certain products of ours are subject to export
regulations administered by the Department of Commerce, Bureau of Industry Security, which require that we obtain an export license before we can export certain products or technology. Failure to
comply with these laws could result in enforcement responses by the government, including substantial monetary penalties, denial of export privileges, debarment from government contracts and possible
criminal sanctions.
Revenue
from sales to our international customers for the years ended December 31, 2010, 2009 and 2008 were approximately $97.2 million, $13.0 million and
$7.9 million, respectively. Our success depends, in part, on our ability to expand our market for our products and services to foreign customers and our ability to manufacture products that
meet foreign regulatory and commercial requirements. We have limited experience developing and manufacturing our products to comply with the commercial and legal requirements of international markets.
We face numerous challenges in penetrating international markets, including unforeseen changes in regulatory requirements, export restrictions, fluctuations in currency exchange rates, longer accounts
receivable cycles, difficulties in managing international operations, and the challenges of complying with a wide variety of foreign laws.
We are exposed to credit risks with respect to some of our customers
.
To
the extent our customers do not advance us sufficient funds to finance our costs during the execution phase of our contracts, we are exposed to the risk
that they will be unable to accept delivery or that they will be unable to make payment at the time of delivery.
Occasionally, we accept the risk of dealing with thinly financed entities. We attempt to mitigate this risk by seeking to negotiate more timely progress payments and utilizing other risk management
procedures.
Our loan agreement with Silicon Valley Bank subjects us to various restrictions, which may limit our ability to pursue business opportunities
.
Our
loan agreement with Silicon Valley Bank subjects us to various restrictions on our ability to engage in certain activities without the prior written
consent of the bank, including, among other things, our ability to:
-
-
dispose of or encumber assets, other than in the ordinary course of business,
-
-
incur additional indebtedness,
-
-
merge or consolidate with other entities, or acquire other businesses, and
-
-
make investments
The
agreement also subjects us to various financial and other covenants with which we must comply on an ongoing or periodic basis. The financial covenant requires us to maintain certain
operating results net of capital expenditures, which varies from quarter to quarter. If we violate this or any other covenant, any outstanding debt under this agreement could become immediately due
and payable, the bank could proceed against any collateral securing indebtedness and our ability to borrow funds in the future may be restricted or eliminated. These restrictions may also limit our
ability to
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pursue
business opportunities or strategies that we would otherwise consider to be in the best interests of the Company.
Our subordinated debt agreement subjects us to various restrictions, which may limit our ability to pursue business opportunities.
In June 2010, we entered into a subordinated loan agreement with Compass Horizon Funding Company LLC under which we incurred
$12.0 million of indebtedness. The loan agreement subjects us to various restrictions on our ability to engage in certain activities without the prior written consent of the lender, including,
among other things, our ability to dispose of or encumber certain assets, incur additional indebtedness, merge or consolidate with other entities, or make investments. As of December 31, 2010,
$12 million remained outstanding. Beginning in March 2011 we are obligated to begin repaying the principal amount of the loan. Our ability to meet our debt obligations will depend upon future
performance, which will be subject to financial, business and other factors affecting our operations, many of which are beyond our control.
The holders of our certain of our outstanding warrants have the right to put those warrants to us for cash if we issue common stock or common stock equivalents at a price
per share less than $1.65
.
As
of March 1, 2011, we had outstanding Warrant As to purchase up to an aggregate of 556,061 shares of common stock and Warrant Cs to purchase up to an
aggregate of 348,485shares of common stock. The holder of those warrants may put those warrants to us for a cash amount equal to their Black-Scholes value if we issue common stock or common stock
equivalents at a price per share less than $1.65, subject to certain exceptions. These rights are exercisable for the 45-day period following any such issuance. The existence of these
rights could limit our ability to raise necessary capital in the future. Furthermore, the exercise of these rights could materially impact our capital resources and materially affect our ability to
fund operations.
We are responsible for maintaining the registration of the resale of shares of common stock issued upon conversion of our Series C Preferred Stock and related
warrants with the SEC and will incur liquidated damages if we do not meet fulfill this obligation
.
Pursuant
to our agreement with the investors in the Series C Preferred Stock financing transaction, we were obligated to file a registration
statement covering the resale of the common stock underlying the Series C Preferred Stock and related warrants with the SEC and cause the registration statement to be declared effective, which
we completed. We are further obligated to use our best efforts to keep the registration statement effective until the earlier of (i) the date all of the securities covered by the registration
statement have been publicly sold and (ii) the date all of the securities covered by the registration statement may be sold without restriction under SEC Rule 144. If we fail to comply
with these or certain other provisions, then we will be required to pay liquidated damages of one twentieth of a percent (.05%) of the aggregate purchase price paid by the investors for
the securities that can be registered on the registration statement for each day the failure continues. The total liquidated damages under this provision are capped at 9.9% of the aggregate purchase
price paid by the investors in the private placement. Any such payments could materially affect our ability to fund operations.
As a result of the conversion of the Series C Preferred Stock, the former holders continue to have substantial voting power on matters submitted to our stockholders
and to be able to exert considerable influence over the board level decision-making at our company.
As a result of the conversion of the Series C Preferred Stock on October 27, 2010, the former holders of the
Series C Preferred Stock hold approximately 23% of our outstanding common stock. In addition, such holders own warrants to acquire approximately 13,414,272 shares of our common stock. Because
these holders continue to own a significant percentage of our voting power, they have
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considerable
influence in determining the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including the election of directors and approval of merger,
consolidations and the sale of all or substantially all of our assets. In addition, these holders continue to be entitled to designate members of our board of directors and designees to serve on our
board committees, enabling them to exert considerable influence over the board level decision-making at our company.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 2. PROPERTIES
We lease office, manufacturing and research and development space in the following locations:
|
|
|
|
|
|
|
|
|
|
Location
|
|
Primary Use
|
|
Approximate
Number of
Square Feet
|
|
Expiration
of Lease
|
|
Boston, MA
|
|
Corporate headquarters and research and development
|
|
|
28,000
|
|
|
2011
|
|
Boston, MA
|
|
Research and development and manufacturing
|
|
|
20,000
|
|
|
2016
|
|
Fremont, CA
|
|
Sales and marketing
|
|
|
20,000
|
|
|
2016
|
|
Burlington, Ontario, Canada
|
|
Manufacturing
|
|
|
60,000
|
|
|
2011
|
|
Prague, Czech Republic
|
|
Sales and marketing
|
|
|
5,000
|
|
|
2014
|
|
Shenzhen, China
|
|
Sales and marketing
|
|
|
8,000
|
|
|
2013
|
|
Shanghai, China
|
|
Sales and marketing
|
|
|
5,000
|
|
|
2014
|
|
We
believe our facilities are adequate for our current needs and that adequate facilities for expansion, if required, are available. The lease on our corporate headquarters and our
Canadian manufacturing facility expire in 2011; we have entered into a new lease for our corporates that expires in 2016 and we are in the process of extending the Canadian facility lease.
Item 3. LEGAL PROCEEDINGS
In the normal course of our business, we are party to various claims and suits pending for alleged damages to persons and property,
alleged violations of certain laws and alleged liabilities arising out of matters occurring during the normal operation of our business.
We
accrue for legal proceedings when losses become probable and reasonably estimable. As of the end of each applicable reporting period, we review each of our legal proceedings to
determine whether it is probable, reasonably possible or remote that a liability has been incurred and, if it is at least reasonably possible, whether a range of loss can be reasonably estimated. In
instances where we determine that a loss is probable and we can reasonably estimate a range of losses we may incur with respect to such a matter, we record an accrual for the amount within the range
that constitutes our best estimate of the possible loss. If we are able to reasonably estimate a range but no amount within the range appears to be a better estimate than any other, we record an
accrual in the amount that is the low end of such range. When a loss is reasonably possible but not probable we will not record an accrual but we will disclose our estimate of the possible range of
loss where such estimate can be made. As of December 31, 2010, there were no accruals established related to our outstanding legal proceedings.
We
offer no prediction of the outcome of any of the proceedings or negotiations described below. We are vigorously defending each of these lawsuits and claims. However, there can be no
guarantee we
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will
prevail or that any judgments against us, if sustained on appeal, will not have a material adverse effect on our business, financial condition, results of operations or cash flows.
On
February 17, 2011, FuelCell Energy, Inc. ("FuelCell Energy") filed a Demand for Arbitration with the American Arbitration Association seeking recovery of damages related
to allegedly defective transformers that we procured for them. In its Demand for Arbitration, FuelCell Energy asserts that it is entitled to recovery of approximately $2.8 million from us. We
vigorously deny the allegation that the transformers were defective, and have filed a counterclaim seeking recovery of amounts due to us from FuelCell Energy for materials and engineering services
that we supplied to them totaling approximately $1.4 million. This matter is at the early stages of discovery, and we have not yet determined whether it is probable, reasonably possible or
remote that we have incurred a liability.
Item 4. [RESERVED]
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PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is publicly traded on the Nasdaq Capital Market under the symbol "SATC."
The
following table sets forth the range of high and low sales prices of our common stock as reported on the Nasdaq Capital Market for our years ended December 31, 2009 and 2010:
|
|
|
|
|
|
|
|
|
|
High
|
|
Low
|
|
Year ended December 31, 2009
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
1.88
|
|
$
|
1.10
|
|
Second Quarter
|
|
$
|
2.43
|
|
$
|
1.64
|
|
Third Quarter
|
|
$
|
2.27
|
|
$
|
1.69
|
|
Fourth Quarter
|
|
$
|
2.82
|
|
$
|
1.86
|
|
Year ended December 31, 2010
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
2.86
|
|
$
|
2.20
|
|
Second Quarter
|
|
$
|
3.08
|
|
$
|
2.25
|
|
Third Quarter
|
|
$
|
3.84
|
|
$
|
2.72
|
|
Fourth Quarter
|
|
$
|
4.74
|
|
$
|
3.40
|
|
On
March 1, 2011, the last reported sale price of our common stock as reported on the Nasdaq Capital Market was $3.26 per share. As of March 1, 2011, there were 118,908,772
shares of our common stock outstanding held by approximately 225 holders of record. The number of record holders does not include beneficial owners of common stock whose shares are held in the names
of banks, brokers, nominees or other fiduciaries.
Dividend Policy
We have never paid cash dividends on our common stock. We currently intend to retain earnings, if any, to fund the development and
growth of our business and do not anticipate paying cash dividends for the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of our board of directors after
taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion.. Finally, under our credit facility with Silicon
Valley Bank, we may not pay dividends on our common stock without the consent of the Bank.
Recent Sales of Unregistered Securities
None
22
Table of Contents
Comparative Stock Performance Graph
The comparative stock performance graph below compares the cumulative total stockholder return (assuming reinvestment of cash
dividends, if any) from investing $100 on December 31, 2005, and plotted at the end of the last trading day of each fiscal year, in each of (i) the Corporation's Common Stock;
(ii) the Nasdaq National Market Index of U.S. Companies (the "Nasdaq Market Index"); and (iii) a peer group index of five companies that provide similar services to those of the
Corporation (Advanced Energy Industries, Inc, Power-One, Inc., Schneider Electric, SA, Siemens AG, and SMA Solar Technologies AG,) (the "Peer Group Index")).
COMPARISON OF CUMULATIVE TOTAL RETURN*
Among SatCon Technology Corporation, the NASDAQ Composite Index
and a Peer Group
-
*
-
Assumes
$100 invested on 1/1/2006 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ending
|
|
Company/Market/Peer Group
|
|
12/31/2005
|
|
12/31/2006
|
|
12/31/2007
|
|
12/31/2008
|
|
12/31/2009
|
|
12/31/2010
|
|
SatCon Technology Corporation
|
|
$
|
100.00
|
|
$
|
76.00
|
|
$
|
110.00
|
|
$
|
103.33
|
|
$
|
188.00
|
|
$
|
300.00
|
|
NASDAQ Composite
|
|
$
|
100.00
|
|
$
|
110.25
|
|
$
|
121.88
|
|
$
|
73.10
|
|
$
|
106.22
|
|
$
|
125.36
|
|
Peer Group
|
|
$
|
100.00
|
|
$
|
117.43
|
|
$
|
188.73
|
|
$
|
94.32
|
|
$
|
128.13
|
|
$
|
172.54
|
|
23
Table of Contents
Item 6. SELECTED CONSOLIDATED FINANCIAL DATA
You should read the data set forth below in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. The selected consolidated
financial data set forth below for the years ended December 31, 2010, 2009 and 2008, and the consolidated balance sheet data as of December 31, 2010 and 2009 are derived from our audited
consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K. The selected consolidated statement of operations data for the year ended
December 31, 2006 and 2007 and the consolidated balance sheet data as of December 31, 2007 and 2006 are derived from our audited consolidated financial statements that are not included
in this Annual Report on Form 10-K. All data set forth below has been adjusted to reflect the classification of our Applied Technology business unit's assets as a discontinued
operation, as the sale was finalized in the first quarter of 2010, along with the sale of our Electronics and Power Systems US business units, which were finalized in the third quarter of 2008. The
results of operations for the Applied Technology, the Electronics and the Power Systems US business units are captured in the line item "Loss from discontinued operations" below. See Note D
(Discontinued Operations) to the Consolidated Financial Statements included in this annual report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product revenue
|
|
$
|
173,302
|
|
$
|
52,536
|
|
$
|
54,293
|
|
$
|
33,033
|
|
$
|
14,164
|
|
Cost of product revenue
|
|
|
129,360
|
|
|
49,334
|
|
|
45,818
|
|
|
33,456
|
|
|
13,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
43,942
|
|
|
3,202
|
|
|
8,475
|
|
|
(423
|
)
|
|
619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
15,656
|
|
|
8,411
|
|
|
5,061
|
|
|
2,256
|
|
|
611
|
|
|
Selling, general and administrative
|
|
|
34,564
|
|
|
18,169
|
|
|
14,575
|
|
|
7,980
|
|
|
8,129
|
|
|
Restructuring charges
|
|
|
784
|
|
|
261
|
|
|
1,307
|
|
|
|
|
|
1,419
|
|
|
Gain on sale of assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(406
|
)
|
|
Write-off of impaired long-lived assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,612
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses from continuing operations
|
|
|
51,004
|
|
|
26,841
|
|
|
20,944
|
|
|
10,236
|
|
|
8,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(7,062
|
)
|
|
(23,640
|
)
|
|
(12,468
|
)
|
|
(10,660
|
)
|
|
(7,522
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Fair Value of Notes and Warrants
|
|
|
(3,162
|
)
|
|
(5,722
|
)
|
|
265
|
|
|
(2,252
|
)
|
|
(4,192
|
)
|
Other income (expense)
|
|
|
(659
|
)
|
|
(287
|
)
|
|
707
|
|
|
(546
|
)
|
|
35
|
|
Interest income
|
|
|
1
|
|
|
9
|
|
|
216
|
|
|
280
|
|
|
384
|
|
Interest expense
|
|
|
(1,468
|
)
|
|
(324
|
)
|
|
(329
|
)
|
|
(3,788
|
)
|
|
(1,493
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations
|
|
|
(12,351
|
)
|
|
(29,964
|
)
|
|
(11,610
|
)
|
|
(16,965
|
)
|
|
(12,788
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations, net
|
|
|
31
|
|
|
92
|
|
|
(1,869
|
)
|
|
(801
|
)
|
|
(6,990
|
)
|
Gain on sale of discontinued operations, net
|
|
|
500
|
|
|
|
|
|
274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(11,819
|
)
|
|
(29,872
|
)
|
|
(13,205
|
)
|
|
(17,766
|
)
|
|
(19,778
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Deemed dividend and accretion on Series C preferred stock and warrants
|
|
|
(7,623
|
)
|
|
(3,777
|
)
|
|
(2,849
|
)
|
|
|
|
|
|
|
Dividend on Series C Preferred Stockholders
|
|
|
(1,027
|
)
|
|
(1,396
|
)
|
|
(1,376
|
)
|
|
(12,048
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders
|
|
$
|
(20,469
|
)
|
$
|
(35,045
|
)
|
$
|
(17,429
|
)
|
$
|
(29,814
|
)
|
$
|
(19,778
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders per weighted average share, basic and diluted
|
|
$
|
(0.25
|
)
|
$
|
(0.57
|
)
|
$
|
(0.34
|
)
|
$
|
(0.66
|
)
|
$
|
(0.50
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares, basic and diluted
|
|
|
82,210
|
|
|
61,727
|
|
|
50,685
|
|
|
45,434
|
|
|
39,290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
(in thousands)
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, including restricted cash and cash equivalents
|
|
$
|
30,094
|
|
$
|
13,403
|
|
$
|
10,042
|
|
$
|
12,700
|
|
$
|
8,275
|
|
Total assets
|
|
|
156,063
|
|
|
48,692
|
|
|
36,897
|
|
|
46,609
|
|
|
30,577
|
|
Working capital
|
|
|
69,268
|
|
|
14,530
|
|
|
12,005
|
|
|
19,616
|
|
|
6,007
|
|
Redeemable convertible Series B preferred stock
|
|
|
|
|
|
375
|
|
|
1,450
|
|
|
1,700
|
|
|
1,725
|
|
Redeemable convertible Series C preferred stock
|
|
|
|
|
|
22,257
|
|
|
17,249
|
|
|
13,276
|
|
|
|
|
Convertible subordinated debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,740
|
|
Notes payable
|
|
|
11,166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor warrant and placement agent warrant liability
|
|
|
5,454
|
|
|
4,977
|
|
|
2,407
|
|
|
3,244
|
|
|
2,921
|
|
Other long-term liabilities, net of current portion
|
|
|
11,941
|
|
|
5,812
|
|
|
2,571
|
|
|
1,679
|
|
|
108
|
|
Stockholders' equity (deficit)
|
|
|
47,991
|
|
|
(14,033
|
)
|
|
(9,185
|
)
|
|
4,363
|
|
|
(2,468
|
)
|
24
Table of Contents
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Special Note Regarding Forward-Looking Information
This Annual Report on Form 10-K, including, without limitation, this Item 7, contains or incorporates
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. You can identify these forward-looking
statements by our use of the words "believes," "anticipates," "plans," "expects," "may," "will," "intends," "estimates," and similar expressions, whether in the negative or in
the affirmative. Although we believe that these forward-looking statements reasonably reflect our plans, intentions and expectations, our actual results could differ materially from the plans,
intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements under the heading "Risk Factors" under Item 1A
above that we believe could cause our actual results to differ materially from the forward-looking statements that we make. Forward-looking statements contained in this Annual Report speak only as of
the date of this report. Subsequent events or circumstances occurring after such date may render these statements incomplete or out of date. We undertake no obligation and expressly disclaim any duty
to update such statements.
Overview
Satcon Technology Corporation ("Satcon" or "Company") is a leading clean energy technology provider of utility-grade power conversion
solutions for the renewable energy market. We design and deliver advanced power conversion solutions that enable large-scale producers of renewable energy to convert clean energy into
grid-connected, efficient and reliable electrical power.
Our
power conversion solutions boost total system power production through systems intelligence, advanced command and control capabilities, industrial-grade engineering and total
lifecycle performance optimization. Our power conversion solutions feature the widest range of power ratings in the industry. We also offer system design services and solutions for management,
monitoring, and performance measurement to maximize capital investment and improve overall quality and performance over the entire lifespan of an installation
Critical Accounting Policies and Significant Judgments and Estimates
Our discussion and analysis of our financial condition and results of our operations are based on our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires
management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported revenue and expenses during the reporting periods. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition,
receivable reserves, inventory reserves, intangible assets, contract losses, warranty reserves and income taxes. Management bases its estimates on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting estimates were discussed with our Audit Committee.
25
Table of Contents
The
significant accounting policies that management believes are most critical to aid in fully understanding and evaluating our reported financial results include the following:
Revenue Recognition
We recognize revenue from product sales when there is persuasive evidence of an arrangement, the fee is fixed or determinable, delivery
of the product to the customer has occurred and we have determined that collection of the fee is probable. Title to the product passes upon shipment of the product, as the products are typically
shipped FOB shipping point, except for certain foreign shipments. If the product requires installation to be performed by us, all revenue related to the product is deferred and recognized upon the
completion of the installation. If the product requires specific customer acceptance, revenue is deferred until customer acceptance occurs or the acceptance provisions lapse, unless we can objectively
and reliably demonstrate that the criteria specified in the acceptance provisions are satisfied. When appropriate, we provide for a warranty reserve at the time the product revenue is recognized. If a
contract involves the provision of multiple elements and the elements qualify for separation, total estimated contract revenue is allocated to each element based on the relative fair value of each
element provided. The amount of revenue allocated to each element is limited to the amount that is not contingent upon the delivery of another element in the future. Revenue is recognized on each
element as described above.
On
occasion we enter into fixed-price contracts for which; 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, we receive periodic progress payments or payment upon reaching
interim milestones and retain the rights to the intellectual property developed in government contracts. All payments to us 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 for product
development contracts indicate a loss, a provision for the entire loss on the contract is recorded. For the years ended December 31, 2010 and 2009 there have been no provisions for anticipated
contract losses on commercial contracts. We expect revenue from the percentage of completion type contracts or from cost reimbursement contracts in future periods to be nominal.
Cost
of product revenue includes material, labor and overhead.
Deferred
revenue consists of payments received from customers in advance of services performed, product shipped or installation completed. When an item is deferred for revenue
recognition purposes, the deferred revenue is recorded as a liability and the deferred costs are recorded as a component of inventory in our consolidated balance sheets. Deferred revenue also consists
of cash received for extended product warranties.
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.
Accounts Receivable
Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. The estimated allowance for
uncollectible amounts is based primarily on a specific analysis of accounts in the receivable portfolio and historical write-off experience. While management believes the allowance to be
adequate, if the financial condition of our customers were to deteriorate, resulting in impairment of their ability to make payments, additional allowances may be required.
26
Table of Contents
Inventory
We value our inventory at the lower of actual cost to purchase and/or manufacture the inventory or the current estimated market value
of the inventory, and costs are determined based on the first-in, first-out method of accounting and include material, labor and manufacturing overhead costs. We periodically
review inventory quantities on hand and record a provision for excess and/or obsolete inventory within cost of product revenue based primarily on our historical usage, as well as based on estimated
forecast of product demand. A significant decrease in demand for our products could result in a short-term increase in the cost of inventory purchases and an increase of excess inventory
quantities on hand. In addition, our industry is characterized by rapid technological change, frequent new product development, and rapid product obsolescence that could result in an increase in the
amount of obsolete inventory quantities on hand. Therefore, although we make every effort to ensure the accuracy of our forecasts of future
product demand, any significant unanticipated changes in demand or technological developments could have a significant impact on the value of our inventory and our reported operating results.
Warranty
We offer warranty coverage for our products for period of 5 years after shipment. We estimate the anticipated costs of repairing
products under warranty based on the historical or expected cost of the repairs and expected failure rates. The assumptions used to estimate warranty accruals are re-evaluated quarterly,
at a minimum, in light of actual experience and, when appropriate, the accruals or the accrual percentage is adjusted based on specific estimates of project repair costs and quantity of product
returns. Our determination of the appropriate level of warranty accrual is based on estimates of the percentage of units affected and the repair costs. Estimated warranty costs are recorded at the
time of sale of the related product, and are recorded within cost of sales in the consolidated statements of operations.
Warrant Liabilities
We determined the fair values of the investor warrants and placement agent warrants using valuation models we consider to be
appropriate. Our stock price has the most significant influence on the fair value of the warrants. An increase in our common stock price would cause the fair values of warrants to increase, because
the exercise prices of such instruments are fixed at $1.815 per share, and result in a charge to our statement of operations. A decrease in our stock price would likewise cause the fair value of the
warrants to decrease and result in a credit to our statement of operations.
Income Taxes
The preparation of our consolidated financial statements requires us to estimate our income taxes in each of the jurisdictions in which
we operate, including those outside the United States, which may be subject to certain risks that ordinarily would not be expected in the United States. The income tax accounting process involves
estimating our actual current exposure together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting purposes. These
differences result in the recognition of deferred tax assets and liabilities. We must then record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to
be realized.
Significant
management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against deferred
tax assets. We have recorded a full valuation allowance against our deferred tax assets of approximately $59.8 million as of December 31, 2010, due to uncertainties related to our
ability to utilize these assets. The valuation allowance is based on our estimates of taxable income by jurisdiction in which we operate
27
Table of Contents
and
the period over which our deferred tax assets will be recoverable. In the event that actual results differ from these estimates or we adjust these estimates in future periods we may need to adjust
our valuation allowance which could materially impact our financial position and results of operations.
We
account for income taxes utilizing the asset and liability method for accounting and reporting for income taxes. Under this method, deferred tax assets and deferred tax liabilities
are recognized based on temporary differences between the financial reporting and income tax basis of assets and liabilities using statutory rates. In addition, we are required to establish a
valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
The
tax years 1996 through 2010 remain open to examination by major taxing jurisdictions to which we are subject, which are primarily in the United States, as carry forward attributes
generated in years past may still be adjusted upon examination by the Internal Revenue Service or state tax authorities if they are or will be used in a future period. We are currently not under
examination by the Internal Revenue Service or any other jurisdiction for any tax years. We did not recognize any interest and penalties associated with unrecognized tax benefits in the accompanying
financial statements. We would record any such interest and penalties as a component of interest expense. We do not expect any material changes to the unrecognized benefits within 12 months of
the reporting date.
Redeemable Convertible Series B Preferred Stock
We initially accounted for our Series B Preferred Stock and associated warrants by allocating the proceeds received net of
transaction costs based on the relative fair value of the redeemable convertible Series B Preferred Stock and the warrants issued to the investors, and then to any beneficial conversion rights
contained in the convertible redeemable preferred securities. We determined the initial value of the Series B Preferred Stock and investor warrants using valuation models we consider to be
appropriate. Prior to its conversion in October 2010, the Series B Preferred Stock had been classified within the liability section of our balance sheet.
Redeemable Convertible Series C Preferred Stock
Prior to the conversion of all the outstanding shares of the Series C Preferred Stock in October 2010, we initially accounted
for the issuance of our Series C Preferred Stock and associated warrants by allocating the proceeds received net of transaction costs based on the relative fair value of the redeemable
convertible Series C Preferred Stock and the warrants issued to the investors, and then to any beneficial conversion rights contained in the convertible redeemable preferred securities and
classifying the Series C Preferred Stock as temporary equity on the balance sheet between the captions for liabilities and permanent shareholder's equity. We determined the initial value of the
Series C Preferred Stock and investor warrants using valuation models we consider to be appropriate.
The
re-pricing of the exercise price of the warrants issued in the first closing of the Series C Preferred Stock financing from $1.44 to $1.25, as described in
Note I to our Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K, was treated as a cancellation of the original warrants issued on
November 8, 2007 and a re-issuance or new warrants on December 21, 2007. The difference in fair value of the warrant was included in the allocation of net proceeds associated
with the second closing of the Series C Preferred Stock on December 21, 2007. We treated this as a deemed dividend on the Series C Preferred Stock. As of December 31, 2007
we recorded $11,947,881 as a deemed dividend to the holders of the Series C Preferred Stock, which included the beneficial conversion feature of $11,762,887 and $184,994 related to the
accretion of the Series C Preferred Stock to its redemption value through the date that the holders of the Series C Preferred Stock may first exercise their redemption right. Prior to
the conversion of the Series C Preferred Stock in October 2010, we were using the effective interest method to accrete the carrying value of the
28
Table of Contents
Series C
Preferred stock through November 8, 2011, at which time the value of the Series C Preferred Stock would have been $30.0 million, 120% of its face value.
Recent Accounting Pronouncements
See Note U of our Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for
information regarding recently issued accounting pronouncements.
Results of Operations
All data set forth below have been adjusted to reflect the sale of our Electronics, Power Systems US, and Applied Technology business
units. The results of these were captured in "Loss from discontinued operations." See Note D (Discontinued Operations) to the Consolidated Financial Statements included in this Annual Report on
Form 10-K.
Year Ended December 31, 2010 ("2010") Compared to the Year Ended December 31, 2009 ("2009").
Revenue.
Total Company revenue increased $120.8 million, or 230%, from $52.5 million in 2009 to $173.3 million in 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
|
|
|
(Amounts in Millions)
|
|
2010
|
|
2009
|
|
Change $
|
|
% Change
|
|
Product Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Renewable Energy Solutions
|
|
$
|
173.3
|
|
$
|
47.7
|
|
$
|
125.6
|
|
|
263
|
%
|
Other Legacy
|
|
|
|
|
|
4.8
|
|
|
(4.8
|
)
|
|
(100
|
)%
|
|
|
|
|
|
|
|
|
|
|
Total Revenue
|
|
$
|
173.3
|
|
$
|
52.5
|
|
$
|
120.8
|
|
|
230
|
%
|
|
|
|
|
|
|
|
|
|
|
Renewable
Energy Solutions revenue increased by $125.6 million, or 263%, from $47.7 million in 2009 to $173.3 million in 2010. This increase was due to the broad
market acceptance of our products domestically and overseas. This increase was partially offset by a decrease in our legacy power products offerings of $4.8 million, or 100%, due to the
recognition of revenue on previously delivered legacy products in the early part of 2009.
Gross Margin.
Total Company gross margin increased from 6.1% in 2009 to 25.4% in 2010 due to
increased volumes during the period, lower material costs on many of our core products, as compared to prior years and the continued expansion of our manufacturing capacity and international supply
chain. In addition we continue to see continuous improvements in our labor efficiency across our manufacturing facilities. In addition, approximately $4.2 million of deferred frequency
converter revenues recognized during 2009 had no gross margin as the amount recognized as revenue equaled the related costs recognized for the period.
Research and development expenses.
We expended approximately $15.7 million on research and development in 2010 compared with
$8.4 million spent in 2009. The increase in spending during 2010 was driven by a planned increase in costs associated with certification of our new products and continued new product
development, including increases in our technical staffing. These additional resources are developing the new products, features and customer solutions which we believe will allow us to take advantage
of both short-term and long-term market opportunities. This investment in research and development is critical to both our current and future success and we anticipate
continued investment in this area.
Selling, general and administrative expenses.
Selling, general and administrative expenses increased by approximately $16.4 million
from
$18.2 million in 2009 to $34.6 million in 2010. Approximately
29
Table of Contents
$11.3 million
of the increase was due to the higher sales and marketing costs related to international business development expansion into Europe and Asia, company re-branding and
our increased marketing efforts in 2010 compared to 2009. Approximately $4.3 million of the increase was due to higher corporate costs. Approximately $0.8 million of the increase is
directly attributable to compensation costs related to the issuance of stock options to our employees and directors.
Restructuring costs.
In August 2009, we eliminated certain positions within our operations and sales organizations in accordance with a
plan of
reorganization approved by the Board of Directors. As a result of the 2009 restructuring we recorded approximately $0.3 million in payroll and related costs for 2009. During 2010, in accordance
with the plan of reorganization approved by the Board of Directors, we recorded approximately $0.8 million in payroll and related costs for 2010. As of December 31, 2010 and 2009
approximately $49,000 and $38,000, respectively, remained to be paid to the terminated employees. None of the terminated employees were required to provide any services subsequent to their receiving
notification.
Change in fair value of warrant liabilities.
The change in fair value of the warrants for 2010 was a charge of approximately
$3.2 million and
was related solely to the change in valuation of our Warrant As, Warrant Cs and placement agent warrants. The change in fair value of the warrants for 2009 was a charge of approximately
$5.7 million. In 2009, approximately $2.5 million related to the change in valuation of our Warrant As, Warrant Cs and placement agent warrants, and the remaining $3.2 million
charge related to our Series C Preferred Stock warrants and their change in fair value which was due to our adoption of ASC 815-40-15 during the period. As a result of
this adoption, warrants to purchase 19,799,023 shares of our common stock, originally classified as equity, were reclassified to warrant liabilities and were required to be fair valued moving forward.
In July 2009 warrants to purchase 19,799,023 shares of our common stock were modified resulting in these warrants being classified as equity and therefore not requiring any fair value adjustments in
the future. See Note C.
Significant Accounting Policies and Basis of PresentationWarrant Liabilities
for a description of the
modifications made to such warrants. The most significant factor that contributes to the change in fair value of the warrants is our stock price (See
Note G
Warrant Liabilities
).
Other Income (expense).
Other expense was approximately $0.7 million for 2010 compared to other expense of approximately
$0.3 million
for 2009. Other expense for 2010 consisted primarily of approximately $0.6 million related to foreign exchange impact of operations and translation of inter-company balances and approximately
$0.1 million related to the other expenses not related to ongoing operations. Other expense for 2009 consists primarily of approximately $0.5 million related to the issuance of warrants
to purchase 380,000 shares of common stock to holders of our Series C Preferred Stock for modifying the anti-dilution provisions of their existing warrants along with
$0.1 million in fees and other expenses not related to ongoing operations, offset by approximately $0.5 million related to foreign exchange impact of operations and translation of
inter-company balances.
Interest income.
Interest income was approximately $0 million in 2010 and 2009.
Interest expense.
Interest expense for 2010 was approximately $1.5 million, which is comprised primarily of the
following:
-
-
$0.8 million in cash interest relating to our subordinated debt agreement and $0.3 million in
non-cash accretion on our subordinated debt agreement and
-
-
$0.4 million in cash interest relating to our credit facility
In
2009 interest expense was approximately $0.3 million and was comprised of the following:
-
-
$0.2 million in cash interest relating to our credit facility and
30
Table of Contents
-
-
$0.1 million of non-cash interest associated with dividends on the Series B Preferred Stock,
which were paid in shares of common stock.
Income (loss) from discontinued operations.
Income (loss) from discontinued operations represents the results of operations of our
Applied
Technology, Power Systems US and Electronics divisions. Our Applied Technology division was sold in January 2010 and our Electronics and Power Systems US divisions were sold during the third quarter
of 2008. The income from discontinued operations for 2010 was approximately $30,000 and for 2009 was approximately $0.1 million. See Note D "Discontinued Operations" of our Consolidated
Financial Statements included in this Annual Report on Form 10-K for more information related to the sale of these divisions.
Gain on sale of discontinued operations.
As a result of the sale of our Applied Technology division in 2010, we recorded a gain of
approximately
$0.5 million. See Note D "Discontinued Operations" of our Consolidated Financial Statements included in this Annual Report on Form 10-K for more information related to
the sale of the Applied Technology division and the composition of the net gain calculated.
Deferred Revenue.
Total deferred revenue was $19.7 million at December 31, 2010, comprised of $8.1 million of current
deferred
revenue and $11.6 million of long-term deferred revenue, an increase of $13.7 million from the $6.0 million balance at December 31, 2009. We record deferred
revenue (i) when a customer pays in advance or (ii) when provisions for revenue recognition on items shipped have not been achieved or the items have not yet been received by the
customer due to shipping terms such as FOB destination. When an item is deferred for revenue recognition purposes, the deferred revenue is recorded as a liability and the deferred costs are recorded
as a component of inventory in our consolidated balance sheets. Deferred revenue also consists of cash received for extended product warranties. Currently deferred revenue is composed of approximately
$8.1 million related to pre-payments on orders currently being manufactured and $11.6 million on deferred revenue related to extended warranties sold to customers that
purchased our products.
Year Ended December 31, 2009 ("2009") Compared to the Year Ended December 31, 2008 ("2008").
Revenue.
Total Company revenue decreased $1.8 million, or 3%, from $54.3 million in 2008 to $52.5 million in 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
|
|
|
(Amounts in Millions)
|
|
2009
|
|
2008
|
|
Change $
|
|
% Change
|
|
Product Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Renewable Energy Solutions
|
|
$
|
47.7
|
|
$
|
52.2
|
|
$
|
(4.5
|
)
|
|
(9
|
)%
|
Other Legacy
|
|
|
4.8
|
|
|
2.1
|
|
|
2.7
|
|
|
129
|
%
|
|
|
|
|
|
|
|
|
|
|
Total Revenue
|
|
$
|
52.5
|
|
$
|
54.3
|
|
$
|
(1.8
|
)
|
|
(3
|
)%
|
|
|
|
|
|
|
|
|
|
|
Renewable
Energy Solutions revenue decreased by $4.5 million, or 9%, from $52.2 million in 2008 to $47.7 million in 2009. This decrease was driven by the challenging
macroeconomic market conditions and tough credit markets which affect our customers' ability to fund large scale renewable energy projects. This decrease was partially offset by an increase in our
legacy power products offerings of $2.7 million, or 129%, due to the recognition of revenue on previously delivered legacy products in the early part of 2009. We expect legacy product revenue
to decline as we continue to focus efforts on our renewable energy solutions.
Gross Margin.
Total Company gross margin decreased from 15.6% in 2008 to 6.1% in 2009 due to lower volumes during the period and
transition costs
associated with expanding our manufacturing and supply chain internationally while maintaining existing capacity in North America. This global capacity
31
Table of Contents
expansion
and low cost supply chain are crucial to our long term competitiveness, and were partially offset by material cost reductions and labor efficiency improvements in both factories. In
addition, the $4.2 million of deferred frequency converter revenues recognized during 2009 had no gross margin as the amount recognized as revenue equaled the related costs recognized for the
period.
Research and development expenses.
We expended approximately $8.4 million on research and development in 2009 compared with
$5.1 million spent in 2008. The increase in spending during 2009 was driven by a planned increase in costs associated with certification of our new products and continued new product
development, including increases in our technical staffing. These additional resources are developing the new products, features and customer solutions which we believe will allow us to take advantage
of both short-term and long-term market opportunities. This investment in research and development is critical to both our current and future success and we anticipate this
level of investment to continue.
Selling, general and administrative expenses.
Selling, general and administrative expenses increased by approximately $3.6 million
from
$14.6 million in 2008 to $18.2 million in 2009. Approximately $0.9 million of the increase is directly attributable to compensation costs related to the issuance of stock options
to our employees and directors charged to operations. Approximately $3.3 million of the increase was due to the higher sales and marketing costs related to international business development
expansion into Europe and Asia, company re-branding and our increased outbound marketing efforts in 2009 compared to 2008. This was partially offset by a $0.6 million decrease in
general corporate costs.
Restructuring costs.
In August 2009, we eliminated certain positions within our operations and sales organizations in accordance with a
plan of
reorganization approved by the Board of Directors. As a result of the 2009 restructuring we recorded approximately $0.3 million in payroll and related costs for 2009. As of December 31,
2009 approximately $38,000 remained to be paid to the terminated employees. None of the terminated employees were required to provide any services subsequent to their receiving notification.
In
2008, we initiated and completed the sale of the Electronics and Power Systems US operating divisions and formalized the release of personnel. As a result of these changes and the
sale of the divisions in 2008, we accrued approximately $0.5 million in salary-related costs, costs associated with the modification of existing options held by certain of the severed employees
and relocation costs. Other costs associated with the restructuring that are related to the Electronics and Power Systems US divisions were recorded in their respective divisions and are included in
the loss from discontinued operations for the periods presented, as discussed below, in loss from discontinued operations.
Change in fair value of warrant liabilities.
The change in fair value of the warrants for 2009 was a charge of approximately
$5.7 million.
Approximately $2.5 million related to the change in valuation of our Warrant As, Warrant Cs and placement agent warrants. The remaining $3.2 million charge related to our Series C
Preferred Stock warrants and their change in fair value which was due to our adoption of ASC 815-40-15 during the period. As a result of this adoption, warrants to purchase
19,799,023 shares of our common stock, originally classified as equity, were reclassified to warrant liabilities and were required to be fair valued moving forward. The change in fair value of the
warrants for 2008 was a credit of approximately $0.3 million related solely to the Warrant As and Warrant Cs. In July 2009 warrants to purchase 19,799,023 shares of our common stock were
modified resulting in these warrants being classified as equity and therefore not requiring any fair value adjustments in the future. See Note C.
Significant Accounting
Policies and Basis of PresentationWarrant Liabilities
for a description of the modifications made to such warrants. The most significant factor that contributes to
the change in fair value of the warrants is our stock price (See Note G
Warrant Liabilities
).
Other Income (expense).
Other expense was approximately $0.3 million for 2009 compared to other income of approximately
$0.7 million
for 2008. Other expense for 2009 consists primarily of
32
Table of Contents
approximately
$0.5 million related to the issuance of warrants to purchase 380,000 shares of common stock to holders of our Series C Preferred Stock for modifying the
anti-dilution provisions of their existing warrants along with $0.1 million in fees paid related to consulting services for the valuation of our warrant instruments as well as other
expenses not related to ongoing operations, offset by approximately $0.5 million related to foreign exchange impact of operations and translation of inter-company balances. Other income, net
for 2008 consists primarily of approximately $0.7 million related to foreign exchange impact of operations and translation of inter-company balances.
Interest income.
Interest income decreased from approximately $0.2 million in 2008 to approximately $0 in 2009. The decrease is
directly
attributable to our cash on hand and interest rates.
Interest expense.
Interest expense for 2009 was approximately $0.3 million, which is comprised primarily of the
following:
-
-
$0.2 million in cash interest relating to our credit facility and
-
-
$0.1 million of non-cash interest associated with dividends on the Series B Preferred Stock,
which were paid in shares of common stock.
In
2008 interest expense was approximately $0.3 million and was comprised of the following:
-
-
$0.2 million in cash interest relating to our credit facility and
-
-
$0.1 million of non-cash interest associated with dividends on the Series B Preferred Stock,
which were paid in shares of common stock.
Income (loss) from discontinued operations.
Loss from discontinued operations represents the results of operations of our Applied
Technology, Power
Systems US and Electronics divisions. Our Applied Technology division was sold in January 2010 and our Electronics and Power Systems US divisions were sold during the third quarter of 2008. The income
from discontinued operations for 2009 was approximately $0.1 million as compared to a loss from discontinued operations of approximately $1.9 million in 2008. See Note D
"Discontinued Operations" of our Consolidated Financial Statements included in this Annual Report on Form 10-K for more information related to the sale of these divisions.
Gain on sale of discontinued operations.
As a result of the sale of the Power Systems US and Electronics divisions in 2008, we recorded
income of
approximately $0.3 million. See Note D "Discontinued Operations" for more information related to the sale of these divisions and the composition of the net gain calculated for each
division. The gain on the sale of our Applied Technology division will be recorded during our first quarter ended March 31, 2010.
Deferred Revenue.
Total deferred revenue was $6.0 million at December 31, 2009, comprised of $0.5 million of current
deferred
revenue and $5.5 million of long-term deferred revenue, a decrease of $0.7 million from the $6.7 million balance at December 31, 2008. We record deferred
revenue (i) when a customer pays in advance or (ii) when provisions for revenue recognition on items shipped have not been achieved or the items have not yet been received by the
customer due to shipping terms such as FOB destination. When an item is deferred for revenue recognition purposes, the deferred revenue is recorded as a liability and the deferred costs are recorded
as a component of inventory in our consolidated balance sheets. Deferred revenue also consists of cash received for extended product warranties. Currently deferred revenue is composed of approximately
$6.0 million, $0.4 million related to pre-payments on orders currently being manufactured and $5.6 million on deferred revenue related to extended warranties sold to
customers that purchased our products.
33
Table of Contents
Quarterly Results of Operations (Unaudited)
The following table presents unaudited quarterly statement of operations data for the eight quarters ended December 31, 2010.
This data has been prepared on a basis consistent with our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. This data includes all
adjustments, consisting solely of normal recurring adjustments, which we believe necessary for a fair presentation of this information. The operating results for any quarter are not necessarily
indicative of results to be expected for any future period. In addition, all data set forth below has been adjusted to reflect the sale of our Applied Technology business unit in January 2010. The
results of operations for the Applied Technology are captured in the line item "Loss from discontinued operations" below. See Note D (Discontinued Operations) to the Consolidated Financial
Statements included in this Annual Report on Form 10-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED
Three Months Ended
|
|
|
|
Dec. 31,
2010
|
|
Sept. 30,
2010
|
|
June 30,
2010
|
|
Mar. 31,
2010
|
|
Dec. 31,
2009
|
|
Oct. 3,
2009
|
|
July 4,
2009
|
|
April 4,
2009
|
|
|
|
(in thousands, except per share data)
|
|
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product revenue
|
|
$
|
72,560
|
|
$
|
58,382
|
|
$
|
27,627
|
|
$
|
14,732
|
|
$
|
21,487
|
|
$
|
10,041
|
|
$
|
7,628
|
|
$
|
13,380
|
|
Cost of product revenue
|
|
|
52,093
|
|
|
42,678
|
|
|
21,890
|
|
|
12,699
|
|
|
18,648
|
|
|
10,466
|
|
|
7,935
|
|
|
12,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin (loss)
|
|
|
20,467
|
|
|
15,704
|
|
|
5,737
|
|
|
2,033
|
|
|
2,840
|
|
|
(425
|
)
|
|
(308
|
)
|
$
|
1,095
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
5,893
|
|
|
4,320
|
|
|
2,711
|
|
|
2,732
|
|
|
2,108
|
|
|
2,188
|
|
|
2,244
|
|
|
1,871
|
|
|
Selling, general and administrative
|
|
|
11,024
|
|
|
9,677
|
|
|
8,282
|
|
|
5,580
|
|
|
4,791
|
|
|
4,612
|
|
|
4,418
|
|
|
4,348
|
|
|
Restructuring charges
|
|
|
|
|
|
|
|
|
|
|
|
784
|
|
|
49
|
|
|
211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses from continuing operations
|
|
|
16,917
|
|
|
13,998
|
|
|
10,994
|
|
|
9,095
|
|
|
6,949
|
|
|
7,010
|
|
|
6,662
|
|
$
|
6,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
3,550
|
|
|
1,706
|
|
|
(5,256
|
)
|
|
(7,062
|
)
|
|
(4,109
|
)
|
|
(7,436
|
)
|
|
(6,970
|
)
|
$
|
(5,125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of notes and warrants
|
|
|
(2,124
|
)
|
|
(1,269
|
)
|
|
(858
|
)
|
|
1,089
|
|
|
(1,822
|
)
|
|
(305
|
)
|
|
1,776
|
|
|
(5,370
|
)
|
Other income (expense)
|
|
|
(680
|
)
|
|
340
|
|
|
(251
|
)
|
|
(68
|
)
|
|
(45
|
)
|
|
384
|
|
|
(487
|
)
|
|
(139
|
)
|
Interest income
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
2
|
|
|
4
|
|
Interest expense
|
|
|
(550
|
)
|
|
(628
|
)
|
|
(226
|
)
|
|
(63
|
)
|
|
(65
|
)
|
|
(39
|
)
|
|
(138
|
)
|
|
(82
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations
|
|
|
196
|
|
|
149
|
|
|
(6,591
|
)
|
|
(6,104
|
)
|
|
(6,042
|
)
|
|
(7,393
|
)
|
|
(5,816
|
)
|
$
|
(10,713
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations, net
|
|
|
|
|
|
|
|
|
|
|
|
31
|
|
|
15
|
|
|
135
|
|
|
(17
|
)
|
|
(42
|
)
|
Gain on sale of discontinued operations, net
|
|
|
|
|
|
|
|
|
|
|
|
500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
196
|
|
|
149
|
|
|
(6,591
|
)
|
|
(5,573
|
)
|
|
(6,027
|
)
|
|
(7,257
|
)
|
|
(5,833
|
)
|
$
|
(10,754
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deemed dividend and accretion on Series C preferred stock to redemption value
|
|
|
(3,282
|
)
|
|
(1,429
|
)
|
|
(1,596
|
)
|
|
(1,317
|
)
|
|
(1,235
|
)
|
|
(978
|
)
|
|
(888
|
)
|
|
(821
|
)
|
Dividend on Series C preferred stock
|
|
|
(92
|
)
|
|
(315
|
)
|
|
(312
|
)
|
|
(308
|
)
|
|
(222
|
)
|
|
(320
|
)
|
|
(387
|
)
|
|
(321
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders
|
|
$
|
(3,178
|
)
|
$
|
(1,595
|
)
|
$
|
(8,499
|
)
|
$
|
(7,198
|
)
|
$
|
(7,484
|
)
|
$
|
(8,556
|
)
|
$
|
(7,108
|
)
|
$
|
(11,897
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders per weighted average share, basic and diluted
|
|
$
|
(0.03
|
)
|
$
|
(0.02
|
)
|
$
|
(0.12
|
)
|
$
|
(0.10
|
)
|
$
|
(0.11
|
)
|
$
|
(0.12
|
)
|
$
|
(0.13
|
)
|
$
|
(0.23
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares, basic and diluted
|
|
|
110,940
|
|
|
75,468
|
|
|
71,512
|
|
|
70,921
|
|
|
70,412
|
|
|
70,240
|
|
|
54,718
|
|
|
51,538
|
|
34
Table of Contents
Liquidity and Capital Resources
As of December 31, 2010, we had $30.1 million of cash, all of which was unrestricted. As of December 31, 2010,
$15.0 million was outstanding under our line of credit.
Based
upon our current working capital position, current operating plans and expected business conditions, we believe that our current cash, and our asset based financing options, will
be adequate to fund our operations through December 31, 2011. Beyond 2011, we expect to fund our working capital needs and other commitments primarily through our operating cash flow, which we
expect to improve as our product costs continue to decrease and as our unit volumes continue to grow. We also expect to use our credit facility to fund a portion of our capital needs and other
commitments. Subsequent to year end we repaid all amounts outstanding on the line of credit. We have availability under our line of credit of $15.0 million as of March 1, 2011.
Our
funding plans for our working capital needs and other commitments may be adversely impacted if we fail to realize our underlying assumed levels of revenues and expenses, or if we
fail to remain in compliance with the covenants of our bank line and subordinated debt. If either of those events occur, we may need to raise additional funds in order to sustain operations by selling
equity or taking other actions to conserve our cash position, which could include selling of certain assets, delaying capital
expenditures and incurring additional indebtedness, subject to the restrictions in the credit facility with Silicon Valley Bank. Such actions would likely require the consent of Silicon Valley Bank
and/or the lender of our subordinated debt, and there can be no assurance that such consents would be given. Furthermore, there can be no assurance that we will be able to raise such funds if they are
required.
If
additional funds are raised in the future through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders will be reduced and our
stockholders will experience additional dilution. The terms of additional funding may also limit our operating and financial flexibility. There can be no assurance that additional financing of any
kind will be available to us on terms acceptable to us, or at all. Failure to obtain future funding when needed or on acceptable terms would materially, adversely affect our results of operations.
We
have incurred significant costs to develop our technologies and products. These costs have exceeded total revenue. As a result, we have incurred losses in each of the past five years.
As of December 31, 2010, we had an accumulated deficit of approximately $243.5 million. Since inception, we have financed our operations and met our capital expenditure requirements
primarily through the sale of private equity securities and convertible debt, public security offerings, borrowings under our lines of credit and capital equipment leases.
As
of December 31, 2010, our cash and cash equivalents were $30.1 million; this represents an increase in our cash and cash equivalents of approximately
$16.7 million from the $13.4 million on hand at December 31, 2009. Cash used in operating activities from continuing operations for the year ended December 31, 2010 was
$46.9 million as compared to $14.7 million for the year ended December 31, 2009. Cash used in operating activities from continuing operations during the year ended
December 31, 2010 was primarily attributable to the net loss from continuing operations of approximately $11.8 million offset by non-cash items such as the change in the fair
value of our warrants, depreciation and amortization, deferred revenue, increases in allowances for uncollectible accounts and excess and obsolete inventory, non-cash compensation and
consulting expense, non-cash interest expense and decreases in working capital.
Cash
used in investing activities from continuing operations during the year ended December 31, 2010 was $4.1 million as compared to cash used in investing activities from
continuing operations of $3.8 million for the year ended December 31, 2009. Cash used in investing activities from continuing operations during the fiscal year ended December 31,
2010 and 2009 was a result of capital expenditures.
35
Table of Contents
Cash
provided by financing activities from continuing operations for the year ended December 31, 2010 was $67.1 million as compared to $21.8 million for the year
ended December 31, 2009. Net cash provided by financing activities from continuing operations during 2010 includes approximately $37.5 million related to the sale of common stock,
$4.7 million related to the exercise of warrants to purchase common stock, $2.0 million related to the exercise of employee stock options, $12.0 million in borrowings under our
line of credit, $11.8 million in proceeds from our subordinated debt agreement, offset by a $1.3 million payment to our Series C Preferred shareholders. Net cash provided by
financing activities from continuing operations during 2009 includes approximately $21.5 million related to the sale of common stock and approximately $0.2 million received from the
exercise of stock options and warrants.
Cash
provided by discontinued operations was $0.7 million for the year ended December 31, 2010 as compared to cash provided by discontinued operations of
$0.6 million for the year ended December 31, 2009. Net cash used in operating activities from discontinued operations was $0.1 million in 2010 compared to cash provided by
operating activities of $0.6 million in 2009. Net cash provided by investing activities from discontinued operations was $0.7 million in 2010 compared to cash used in investing
activities of $0.1 million in 2009. Net cash used in financing activities from discontinued operations was $0 in 2010 and 2009.
Payments Due Under Contractual Obligations
The following table summarizes the payments due under our contractual obligations at December 31, 2010, and the effect such
obligations are expected to have on liquidity and cash flow in future periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calendar Years Ending December 31,
|
|
Capital
Leases
|
|
Principal
Payments on
Subordinated
Debt
|
|
Interest
Payments on
Subordinated
Debt
|
|
Operating
Leases
|
|
2011
|
|
$
|
|
|
$
|
2,541,720
|
|
$
|
1,417,799
|
|
$
|
1,414,392
|
|
2012
|
|
|
|
|
|
4,233,192
|
|
|
951,287
|
|
|
901,115
|
|
2013
|
|
|
|
|
|
4,797,531
|
|
|
386,947
|
|
|
716,768
|
|
2014
|
|
|
|
|
|
427,557
|
|
|
4,482
|
|
|
449,554
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
413,610
|
|
Thereafter
|
|
|
|
|
|
|
|
|
|
|
|
151,527
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
$
|
12,000,000
|
|
$
|
2,760,515
|
|
$
|
4,046,966
|
|
|
|
|
|
|
|
|
|
|
|
We
lease equipment and office space under non-cancelable capital and operating leases. In addition, in June 2010 we entered into a $12 million subordinated debt
agreement. The future minimum principal and interest payments under the subordinated debt agreement and the future minimum rental payments as of December 31, 2010 are included in the table
above.
Off-Balance Sheet Arrangements
We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising
capital, incurring debt or operating parts of our business that are not consolidated into our financial statements. We do not have any arrangements or relationships with entities that are not
consolidated into our financial statements that are reasonably likely to materially affect our liquidity or the availability of capital resources.
Effects of Inflation
We believe that inflation and changing prices over the past three years have not had a significant impact on our net revenue or on our
income from continuing operations.
36
Table of Contents
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion about our market risk disclosures involves forward-looking statements. Actual results could differ materially
from those discussed in the forward-looking statements. We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We do not use derivative financial
instruments for speculative or trading purposes.
Interest Rate Risk
We are exposed to market risk from changes in interest rates primarily through our investing and financing activities. In addition, our
ability to fund working capital requirements may be impacted if we are not able to obtain appropriate financing at acceptable rates.
To
manage interest rage exposure our strategy is to invest in short-term, highly liquid investments. Our investment policy also requires investment in approved instruments
with an initial maximum allowable maturity of twelve months. Currently, our short-term investments are in money market funds with original maturities of 90 days or less. At
December 31, 2010, our short-term investments approximated market value.
At
December 31, 2010 we had a revolving line-of-credit available to us of up to $15.0 million, of which $15.0 million was outstanding. Our
revolving line-of-credit bears an interest rate of the Bank's prime rate plus 0.5% per annum, which resulted in a rate of 4.5% at December 31, 2010.
The
effect of interest rate fluctuations on outstanding borrowings as of December 31, 2010 over the next twelve months is quantified and summarized as follows:
|
|
|
|
|
|
|
Interest Expense
Increase
|
|
Interest rates increase by 100 basis points
|
|
$
|
150,000
|
|
Interest rates increase by 200 basis points
|
|
$
|
300,000
|
|
Foreign Currency Risk
We face exposure to movements in foreign currency exchange rates whenever we, or any of our subsidiaries, enter into transactions with
third parties that are denominated in currencies other than ours, or its, functional currency. Intercompany transactions between entities that use different functional currencies also expose us to
foreign currency risk. During the year ended December 31, 2010, the net impact of foreign currency changes on transactions was a loss of $0.6 million. We have not historically used
derivative financial instruments or other financial instruments to hedge such economic exposures.
In
addition, because a substantial portion of our earnings is generated by sales to foreign customers, which in many instances are denominated in the customers local currency, our
earnings could be materially impacted by movements in foreign currency exchange rates, particularly that of the European Union and to a lesser extent the Canadian Dollar, upon the translation of the
earnings into the U.S. Dollar. If the U.S. Dollar had been uniformly stronger by 1%, 5% or 10%, compared to the actual average exchange rates used to translate the financial results of our foreign
sales, our net product sales revenue would not have been materially impacted, as depicted by the table below:
|
|
|
|
|
|
|
Approximate decrease
in net Revenue
|
|
|
|
(in millions)
|
|
If, during the year ended December 31, 2010, the U.S. dollar was stronger by:
|
|
|
|
|
1%
|
|
$
|
0.8
|
|
5%
|
|
$
|
3.8
|
|
10%
|
|
$
|
7.7
|
|
-
*
-
During
2010 the reporting currency of our Canadian division was determined to be the U.S. Dollar.
37
Table of Contents
Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS
|
|
|
|
|
Page
|
Consolidated Financial Statements of Satcon Technology Corporation
|
|
|
Report of Independent Registered Public Accounting Firm (McGladrey & Pullen, LLP)
|
|
39
|
Report of Independent Registered Public Accounting Firm (Caturano and Company, P.C.)
|
|
41
|
Consolidated Financial Statements:
|
|
|
Consolidated Balance Sheets as of December 31, 2010 and 2009
|
|
42
|
Consolidated Statements of Operations for the Years Ended December 31, 2010, 2009 and 2008
|
|
43
|
Consolidated Statements of Changes in Stockholders' Equity (Deficit) and Comprehensive Loss for the Years Ended
December 31, 2010, 2009 and 2008
|
|
44
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008
|
|
47
|
Notes to Consolidated Financial Statements
|
|
48
|
Schedule II: Valuation and Qualifying Accounts for the Years Ended December 31, 2010, 2009 and
2008
|
|
97
|
38
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of
Satcon Technology Corporation
We
have audited the accompanying consolidated balance sheet of Satcon Technology Corporation and its subsidiaries (the Company) as of December 31, 2010, and the related
consolidated statements of operations, changes in stockholders' equity (deficit) and comprehensive loss and cash flows for the year ended December 31, 2010. Our audit also includes the
financial statement schedule for the year ended December 31, 2010 listed in item 15(2). We also have audited Satcon Technology Corporation's internal control over financial reporting as
of December 31, 2010, based on criteria established in
Internal ControlIntegrated Framework
issued by the Committee of Sponsoring
Organizations of
the Treadway Commission. The Company's management is responsible for these financial statements and the financial statement schedule, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on these financial statements and an opinion on the company's internal control over financial reporting based on our audit.
We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material
respects. Our audit of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Satcon Technology Corporation and
its subsidiaries as of December 31, 2010 and the consolidated results of its operations, changes in stockholder's equity (deficit) and its cash flows for the year ended December 31, 2010
in conformity with accounting principles generally accepted in the United States of America. In addition, in our
39
Table of Contents
opinion,
the related financial statement schedule listed in Item 15(2) of this Form 10-K when considered in relation to the basic consolidated financial statements taken as
whole, presents fairly in all material respects the information set forth therein. Also in our opinion, Satcon Technology Corporation and its subsidiaries maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2010, based on criteria established in
Internal ControlIntegrated
Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
/s/
McGladrey & Pullen, LLP
Boston,
Massachusetts
March 15, 2011
40
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of
Satcon Technology Corporation:
We
have audited the accompanying consolidated balance sheet of Satcon Technology Corporation and its subsidiaries (the Company) (a Delaware corporation) as of December 31, 2009
and the related consolidated statements of operations, changes in stockholders' equity (deficit) and comprehensive loss and cash flows for each of the years ended December 31, 2009 and 2008. We
have also audited the financial statement schedule for the years ended December 31, 2009 and 2008 listed in item 15(2).The Company's management is responsible for these financial
statements and the financial statement schedule. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material
respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Satcon Technology Corporation and its
subsidiaries as of December 31, 2009, and the consolidated results of its operations, changes in stockholders' equity (deficit) and its cash flows for each of the years in the
two-year period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial
statement schedule listed in item 15(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
/s/
CATURANO AND COMPANY, P.C.
Boston,
Massachusetts
March 11, 2010
41
Table of Contents
SATCON TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
December 31,
2010
|
|
December 31,
2009
|
|
ASSETS
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
30,094,162
|
|
$
|
13,369,208
|
|
|
Restricted cash and cash equivalents
|
|
|
|
|
|
34,000
|
|
|
Accounts receivable, net of allowance of $974,887 and $196,909 at December 31, 2010 and 2009, respectively
|
|
|
73,713,308
|
|
|
17,577,640
|
|
|
Unbilled contract costs and fees
|
|
|
174,342
|
|
|
202,228
|
|
|
Inventory
|
|
|
40,542,893
|
|
|
11,898,571
|
|
|
Prepaid expenses and other current assets
|
|
|
4,254,246
|
|
|
717,535
|
|
|
Current assets of discontinued operations
|
|
|
|
|
|
35,004
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
148,778,951
|
|
|
43,834,186
|
|
|
Property and equipment, net
|
|
|
7,284,285
|
|
|
4,633,926
|
|
|
Non-current assets of discontinued operations
|
|
|
|
|
|
224,227
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
156,063,236
|
|
$
|
48,692,339
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Line of credit
|
|
$
|
15,000,000
|
|
$
|
3,000,000
|
|
|
Note payable, current portion, net of discount of $434,247
|
|
|
2,107,473
|
|
|
|
|
|
Accounts payable
|
|
|
45,060,537
|
|
|
20,751,975
|
|
|
Accrued payroll and payroll related expenses
|
|
|
4,476,685
|
|
|
2,235,349
|
|
|
Other accrued expenses
|
|
|
6,824,388
|
|
|
2,710,568
|
|
|
Accrued restructuring costs
|
|
|
49,203
|
|
|
38,034
|
|
|
Deferred revenue
|
|
|
8,099,852
|
|
|
451,008
|
|
|
Current liabilities of discontinued operations
|
|
|
|
|
|
117,702
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
81,618,138
|
|
|
29,304,636
|
|
Warrant liabilities
|
|
|
5,454,109
|
|
|
4,976,774
|
|
Note payable, net of current portion and discount of $399,589
|
|
|
9,058,691
|
|
|
|
|
Deferred revenue, net of current portion
|
|
|
11,622,918
|
|
|
5,531,413
|
|
Redeemable convertible Series B preferred stock (0 and 75 shares issued and outstanding at December 31, 2010 and 2009, respectively; face value
$5,000 per share; liquidation preference $375,000 at December 31, 2009)
|
|
|
|
|
|
375,000
|
|
Other long-term liabilities
|
|
|
318,151
|
|
|
280,472
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
108,072,007
|
|
|
40,468,295
|
|
Commitments and contingencies (Note K)
|
|
|
|
|
|
|
|
Redeemable convertible Series C preferred stock (0 and 25,000 shares issued and outstanding at December 31, 2010 and 2009, face
value $1,000 per share, liquidation preference $27,600,000 at December 31, 2009)
|
|
|
|
|
|
22,257,423
|
|
Stockholders' equity (deficit):
|
|
|
|
|
|
|
|
|
Common stock; $0.01 par value, 200,000,000 shares authorized; 117,911,278 and 70,567,781 shares issued and outstanding at December 31, 2010 and 2009,
respectively
|
|
|
1,179,113
|
|
|
705,678
|
|
|
Additional paid-in capital
|
|
|
291,717,323
|
|
|
218,599,384
|
|
|
Accumulated deficit
|
|
|
(243,475,639
|
)
|
|
(231,656,734
|
)
|
|
Accumulated other comprehensive loss
|
|
|
(1,429,568
|
)
|
|
(1,681,707
|
)
|
|
|
|
|
|
|
|
Total stockholders' equity (deficit)
|
|
|
47,991,229
|
|
|
(14,033,379
|
)
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity (deficit)
|
|
$
|
156,063,236
|
|
$
|
48,692,339
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
42
Table of Contents
SATCON TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
2009
|
|
2008
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
Product revenue
|
|
$
|
173,301,973
|
|
$
|
52,535,633
|
|
$
|
54,293,334
|
|
|
|
|
|
|
|
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product revenue
|
|
|
129,360,472
|
|
|
49,334,132
|
|
|
45,818,090
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
43,941,501
|
|
|
3,201,501
|
|
|
8,475,244
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
15,656,330
|
|
|
8,411,469
|
|
|
5,061,472
|
|
|
Selling, general and administrative
|
|
|
34,563,929
|
|
|
18,169,124
|
|
|
14,574,713
|
|
|
Restructuring charges
|
|
|
783,701
|
|
|
260,685
|
|
|
1,307,452
|
|
|
|
|
|
|
|
|
|
Total operating expenses from continuing operations
|
|
|
51,003,960
|
|
|
26,841,278
|
|
|
20,943,637
|
|
|
|
|
|
|
|
|
|
Operating loss from continuing operations
|
|
|
(7,062,459
|
)
|
|
(23,639,777
|
)
|
|
(12,468,393
|
)
|
|
|
|
|
|
|
|
|
|
Change in fair value of notes and warrants
|
|
|
(3,162,323
|
)
|
|
(5,721,580
|
)
|
|
264,628
|
|
|
Other (expense) income, net
|
|
|
(658,755
|
)
|
|
(286,678
|
)
|
|
707,450
|
|
|
Interest income
|
|
|
784
|
|
|
8,972
|
|
|
216,238
|
|
|
Interest expense
|
|
|
(1,467,759
|
)
|
|
(323,995
|
)
|
|
(329,459
|
)
|
|
|
|
|
|
|
|
|
Net loss from continuing operations
|
|
|
(12,350,512
|
)
|
|
(29,963,058
|
)
|
|
(11,609,536
|
)
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations, net
|
|
|
31,390
|
|
|
91,677
|
|
|
(1,869,327
|
)
|
|
Gain on sale of discontinued operations, net
|
|
|
500,217
|
|
|
|
|
|
274,043
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(11,818,905
|
)
|
|
(29,871,381
|
)
|
|
(13,204,820
|
)
|
|
|
|
|
|
|
|
|
Deemed dividend and accretion on Series C preferred stock
|
|
|
(7,622,576
|
)
|
|
(3,922,830
|
)
|
|
(2,974,502
|
)
|
Dividend on Series C preferred stock
|
|
|
(1,027,397
|
)
|
|
(1,250,000
|
)
|
|
(1,250,000
|
)
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders
|
|
$
|
(20,468,878
|
)
|
$
|
(35,044,211
|
)
|
$
|
(17,429,322
|
)
|
|
|
|
|
|
|
|
|
Net loss per weighted average share, basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
|
From loss on continuing operations attributable to common stockholders
|
|
$
|
(0.26
|
)
|
$
|
(0.57
|
)
|
$
|
(0.31
|
)
|
|
From income (loss) from discontinued operations
|
|
|
|
|
|
|
|
$
|
(0.04
|
)
|
|
From gain on sale of discontinued operations
|
|
|
0.01
|
|
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders per weighted average share, basic and diluted
|
|
$
|
(0.25
|
)
|
$
|
(0.57
|
)
|
$
|
(0.34
|
)
|
|
|
|
|
|
|
|
|
Weighted average number of common shares, basic and diluted
|
|
|
82,210,459
|
|
|
61,727,000
|
|
|
50,684,564
|
|
The
accompanying notes are an integral part of these consolidated financial statements.
43
Table of Contents
SATCON TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) AND COMPREHENSIVE LOSS
For the Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Stockholders'
Deficit
|
|
Comprehensive
Loss
|
|
Balance, December 31, 2009
|
|
|
70,567,781
|
|
$
|
705,678
|
|
$
|
218,599,384
|
|
$
|
(231,656,734
|
)
|
$
|
(1,681,707
|
)
|
$
|
(14,033,379
|
)
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
(11,818,905
|
)
|
|
|
|
|
(11,818,905
|
)
|
|
(11,818,905
|
)
|
Issuance of warrants to Series C preferred stockholders
|
|
|
|
|
|
|
|
|
515,000
|
|
|
|
|
|
|
|
|
515,000
|
|
|
|
|
Beneficial conversion feature on Series C preferred stock
|
|
|
|
|
|
|
|
|
515,000
|
|
|
|
|
|
|
|
|
515,000
|
|
|
|
|
Series C preferred stock deemed dividend
|
|
|
|
|
|
|
|
|
(515,000
|
)
|
|
|
|
|
|
|
|
(515,000
|
)
|
|
|
|
Accretion of Series C preferred stock to its redemption value
|
|
|
|
|
|
|
|
|
(5,857,577
|
)
|
|
|
|
|
|
|
|
(5,857,577
|
)
|
|
|
|
Dividend on Series C preferred stock
|
|
|
|
|
|
|
|
|
(1,027,397
|
)
|
|
|
|
|
|
|
|
(1,027,397
|
)
|
|
|
|
Payment to Series C Preferred Shareholders in Conjunction with Conversion
|
|
|
|
|
|
|
|
|
(1,250,000
|
)
|
|
|
|
|
|
|
|
(1,250,000
|
)
|
|
|
|
Issuance of common stock in connection with underwritten public offering, net of issuance costs of $2,881,147
|
|
|
10,350,000
|
|
|
103,500
|
|
|
37,380,353
|
|
|
|
|
|
|
|
|
37,483,853
|
|
|
|
|
Issuance of common stock in connection with the conversion of Series C Preferred stock to common stock
|
|
|
27,526,344
|
|
|
275,263
|
|
|
28,352,134
|
|
|
|
|
|
|
|
|
28,627,397
|
|
|
|
|
Issuance of common stock in connection with the conversion of Series B Preferred stock to common stock
|
|
|
251,677
|
|
|
2,517
|
|
|
372,483
|
|
|
|
|
|
|
|
|
375,000
|
|
|
|
|
Issuance of common stock in connection with the exercise of stock options
|
|
|
1,210,887
|
|
|
12,109
|
|
|
2,028,247
|
|
|
|
|
|
|
|
|
2,040,356
|
|
|
|
|
Issuance of common stock in connection with the exercise of warrants to purchase common stock
|
|
|
7,883,595
|
|
|
78,836
|
|
|
7,324,042
|
|
|
|
|
|
|
|
|
7,402,878
|
|
|
|
|
Issuance of common stock to a consultant
|
|
|
31,032
|
|
|
310
|
|
|
88,490
|
|
|
|
|
|
|
|
|
88,800
|
|
|
|
|
Issuance of warrants in connection with subordinated debt financing
|
|
|
|
|
|
|
|
|
910,612
|
|
|
|
|
|
|
|
|
910,612
|
|
|
|
|
Issuance of common stock in lieu of six-months cash dividend on redeemable convertible Series B preferred stock
|
|
|
10,067
|
|
|
101
|
|
|
14,899
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
Employee stock-based compensation
|
|
|
|
|
|
|
|
|
4,048,100
|
|
|
|
|
|
|
|
|
4,048,100
|
|
|
|
|
Issuance of common stock in connection with the Employee Stock Purchase Plan
|
|
|
79,895
|
|
|
799
|
|
|
218,553
|
|
|
|
|
|
|
|
|
219,352
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
252,139
|
|
|
252,139
|
|
|
252,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(11,566,766
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2010
|
|
|
117,911,278
|
|
$
|
1,179,113
|
|
$
|
291,717,323
|
|
$
|
(243,475,639
|
)
|
$
|
(1,429,568
|
)
|
$
|
47,991,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
44
Table of Contents
SATCON TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) AND COMPREHENSIVE LOSS
For the Year Ended December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Stockholders'
Equity
(Deficit)
|
|
Comprehensive
Loss
|
|
Balance, December 31, 2008
|
|
|
51,479,822
|
|
$
|
514,798
|
|
$
|
182,222,762
|
|
$
|
(189,962,435
|
)
|
$
|
(1,959,852
|
)
|
$
|
(9,184,727
|
)
|
|
|
|
Cumulative effect of a change in accounting principleJanuary 1, 2009 reclassification of warrants to warrant liabilities (Note C)
|
|
|
|
|
|
|
|
|
(10,218,623
|
)
|
|
(11,822,918
|
)
|
|
|
|
|
(22,041,541
|
)
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
(29,871,381
|
)
|
|
|
|
|
(29,871,381
|
)
|
$
|
(29,871,381
|
)
|
Issuance of common stock in connection with underwritten public offering, net of issuance costs of $1,745,525
|
|
|
17,891,346
|
|
|
178,913
|
|
|
21,334,312
|
|
|
|
|
|
|
|
|
21,513,225
|
|
|
|
|
Reclassification of Series C preferred stock warrant liability to additional paid in capital due to warrant modification
|
|
|
|
|
|
|
|
|
25,193,785
|
|
|
|
|
|
|
|
|
25,193,785
|
|
|
|
|
Issuance of warrants to Series C preferred stockholders
|
|
|
|
|
|
|
|
|
82,000
|
|
|
|
|
|
|
|
|
82,000
|
|
|
|
|
Beneficial conversion feature on Series C preferred stock
|
|
|
|
|
|
|
|
|
82,000
|
|
|
|
|
|
|
|
|
82,000
|
|
|
|
|
Series C preferred stock deemed dividend
|
|
|
|
|
|
|
|
|
(82,000
|
)
|
|
|
|
|
|
|
|
(82,000
|
)
|
|
|
|
Issuance of warrants to Series C preferred stockholders for modification of anti-dilution feature
|
|
|
|
|
|
|
|
|
515,000
|
|
|
|
|
|
|
|
|
515,000
|
|
|
|
|
Adjustment to conversion price of Series B preferred stock due to anti-dilution provisions
|
|
|
|
|
|
|
|
|
55,369
|
|
|
|
|
|
|
|
|
55,369
|
|
|
|
|
Issuance of common stock to 401(k) Plan
|
|
|
69,650
|
|
|
697
|
|
|
107,262
|
|
|
|
|
|
|
|
|
107,959
|
|
|
|
|
Issuance of common stock in connection with the exercise of stock options, issuance of restricted stock to consultants
|
|
|
218,384
|
|
|
2,184
|
|
|
362,784
|
|
|
|
|
|
|
|
|
364,968
|
|
|
|
|
Issuance of common stock in connection with the non-cash exercise of warrants to purchase common stock
|
|
|
132,589
|
|
|
1,326
|
|
|
(1,326
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock in connection with the conversion of Series B preferred stock
|
|
|
719,528
|
|
|
7,195
|
|
|
1,067,805
|
|
|
|
|
|
|
|
|
1,075,000
|
|
|
|
|
Issuance of common stock in lieu of six-month cash dividend on redeemable convertible Series B preferred stock
|
|
|
56,462
|
|
|
565
|
|
|
85,805
|
|
|
|
|
|
|
|
|
86,370
|
|
|
|
|
Accretion of Series C preferred stock to its redemption value
|
|
|
|
|
|
|
|
|
(3,840,830
|
)
|
|
|
|
|
|
|
|
(3,840,830
|
)
|
|
|
|
Dividend on Series C preferred stock
|
|
|
|
|
|
|
|
|
(1,250,000
|
)
|
|
|
|
|
|
|
|
(1,250,000
|
)
|
|
|
|
Employee stock-based compensation
|
|
|
|
|
|
|
|
|
2,883,279
|
|
|
|
|
|
|
|
|
2,883,279
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
278,145
|
|
|
278,145
|
|
|
278,145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(29,593,236
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009
|
|
|
70,567,781
|
|
$
|
705,678
|
|
$
|
218,599,384
|
|
$
|
(231,656,734
|
)
|
$
|
(1,681,707
|
)
|
$
|
(14,033,379
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
45
Table of Contents
SATCON TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) AND COMPREHENSIVE LOSS
For the Year Ended December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders'
Equity
(Deficit)
|
|
Comprehensive
Loss
|
|
Balance, December 31, 2007
|
|
|
49,803,979
|
|
$
|
498,040
|
|
$
|
180,933,100
|
|
$
|
(176,757,615
|
)
|
$
|
(310,232
|
)
|
$
|
4,363,293
|
|
$
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
(13,204,820
|
)
|
|
|
|
|
(13,204,820
|
)
|
$
|
(13,204,820
|
)
|
Issuance of warrants to Series C preferred stockholders
|
|
|
|
|
|
|
|
|
126,000
|
|
|
|
|
|
|
|
|
126,000
|
|
|
|
|
Beneficial conversion feature on Series C preferred stock
|
|
|
|
|
|
|
|
|
126,000
|
|
|
|
|
|
|
|
|
126,000
|
|
|
|
|
Series C preferred stock deemed dividend
|
|
|
|
|
|
|
|
|
(126,000
|
)
|
|
|
|
|
|
|
|
(126,000
|
)
|
|
|
|
Accretion of Series C preferred stock to its redemption value
|
|
|
|
|
|
|
|
|
(2,848,502
|
)
|
|
|
|
|
|
|
|
(2,848,502
|
)
|
|
|
|
Dividend on Series C preferred stock
|
|
|
|
|
|
|
|
|
(1,250,000
|
)
|
|
|
|
|
|
|
|
(1,250,000
|
)
|
|
|
|
Issuance of common stock to 401(k) Plan
|
|
|
279,831
|
|
|
2,798
|
|
|
575,434
|
|
|
|
|
|
|
|
|
578,232
|
|
|
|
|
Issuance of common stock in connection with the exercise of stock options to purchase common stock
|
|
|
891,168
|
|
|
8,912
|
|
|
1,435,607
|
|
|
|
|
|
|
|
|
1,444,519
|
|
|
|
|
Issuance of common stock in lieu of six-month cash dividend on redeemable convertible Series B preferred stock.
|
|
|
86,241
|
|
|
862
|
|
|
132,804
|
|
|
|
|
|
|
|
|
133,666
|
|
|
|
|
Issuance of common stock in connection with the exercise of warrants to purchase common stock
|
|
|
174,967
|
|
|
1,750
|
|
|
239,560
|
|
|
|
|
|
|
|
|
241,310
|
|
|
|
|
Issuance of restricted stock to employees
|
|
|
82,346
|
|
|
823
|
|
|
144,930
|
|
|
|
|
|
|
|
|
145,753
|
|
|
|
|
Issuance of common stock in connection with the conversion of Series B preferred stock
|
|
|
161,290
|
|
|
1,613
|
|
|
248,387
|
|
|
|
|
|
|
|
|
250,000
|
|
|
|
|
Issuance of warrants to purchase common stock to contractor
|
|
|
|
|
|
|
|
|
121,000
|
|
|
|
|
|
|
|
|
121,000
|
|
|
|
|
Employee stock-based compensation
|
|
|
|
|
|
|
|
|
2,364,442
|
|
|
|
|
|
|
|
|
2,364,442
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,649,620
|
)
|
|
(1,649,620
|
)
|
|
(1,649,620
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(14,854,440
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008
|
|
|
51,479,822
|
|
$
|
514,798
|
|
$
|
182,222,762
|
|
$
|
(189,962,435
|
)
|
$
|
(1,959,852
|
)
|
$
|
(9,184,727
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
46
Table of Contents
SATCON TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
2009
|
|
2008
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(11,818,905
|
)
|
$
|
(29,871,381
|
)
|
$
|
(13,204,820
|
)
|
|
|
Net (income) loss from discontinued operations
|
|
|
(31,390
|
)
|
|
(91,677
|
)
|
|
1,869,327
|
|
|
|
Net gain on sale of discontinued operations
|
|
|
(500,217
|
)
|
|
|
|
|
(274,043
|
)
|
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
1,545,769
|
|
|
1,263,886
|
|
|
769,998
|
|
|
Provision for uncollectible accounts
|
|
|
798,551
|
|
|
28,690
|
|
|
80,142
|
|
|
Provision for excess and obsolete inventory
|
|
|
1,043,197
|
|
|
185,577
|
|
|
360,035
|
|
|
Non-cash compensation expense related to issuance of stock options and warrants to employees and non-employees and issuance of common stock to 401(k) Plan,
including stock based compensation costs from continuing operations of $4,066,457, $2,797,138 and $2,196,166 for the years ended December 31, 2010, 2009 and 2008, respectively.
|
|
|
4,155,257
|
|
|
3,476,639
|
|
|
2,584,295
|
|
|
Change in fair value of Senior Secured Convertible Notes and investor and placement agent warrant liability
|
|
|
3,162,323
|
|
|
5,721,580
|
|
|
(264,628
|
)
|
|
Non-cash interest expense
|
|
|
260,276
|
|
|
122,406
|
|
|
130,334
|
|
|
Non-cash restructuring charges
|
|
|
|
|
|
|
|
|
274,552
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(56,417,568
|
)
|
|
(4,019,988
|
)
|
|
(5,205,154
|
)
|
|
Unbilled contract costs and fees
|
|
|
27,886
|
|
|
196,479
|
|
|
137,860
|
|
|
Prepaid expenses and other assets
|
|
|
(3,529,066
|
)
|
|
366,796
|
|
|
(56,174
|
)
|
|
Inventory
|
|
|
(29,209,687
|
)
|
|
1,105,815
|
|
|
(1,965,474
|
)
|
|
Other long-term assets
|
|
|
|
|
|
|
|
|
32,931
|
|
|
Accounts payable
|
|
|
23,821,194
|
|
|
10,408,195
|
|
|
2,392,434
|
|
|
Accrued expenses and payroll
|
|
|
6,224,408
|
|
|
(324,674
|
)
|
|
790,114
|
|
|
Accrued restructuring
|
|
|
(2,299
|
)
|
|
(564,748
|
)
|
|
602,782
|
|
|
Accrued contract losses
|
|
|
|
|
|
(1,213,995
|
)
|
|
94,700
|
|
|
Deferred revenue, current and long portion
|
|
|
13,488,691
|
|
|
(1,668,073
|
)
|
|
2,510,183
|
|
|
Other current liabilities
|
|
|
37,679
|
|
|
222,190
|
|
|
(11,793
|
)
|
|
|
|
|
|
|
|
|
|
|
Total adjustments
|
|
|
(34,593,389
|
)
|
$
|
15,306,775
|
|
$
|
3,257,137
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities in continuing operations
|
|
|
(46,943,901
|
)
|
|
(14,656,283
|
)
|
|
(8,352,399
|
)
|
Net cash provided by (used in) operating activities of discontinued operations
|
|
|
(61,921
|
)
|
|
644,944
|
|
|
(1,741,226
|
)
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(47,005,822
|
)
|
|
(14,011,339
|
)
|
|
(10,093,625
|
)
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(4,126,607
|
)
|
|
(3,752,449
|
)
|
|
(1,451,678
|
)
|
|
|
|
|
|
|
|
|
Net cash used in investing activities in continuing operations
|
|
|
(4,126,607
|
)
|
|
(3,752,449
|
)
|
|
(1,451,678
|
)
|
Net cash provided by (used in) investing activities of discontinued operations
|
|
|
716,700
|
|
|
(75,715
|
)
|
|
4,925,584
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
(3,409,907
|
)
|
|
(3,828,164
|
)
|
|
3,473,906
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
Net borrowings under line of credit
|
|
|
12,000,000
|
|
|
|
|
|
3,000,000
|
|
|
Proceeds from note payable
|
|
|
11,826,500
|
|
|
|
|
|
|
|
|
Proceeds from short-term loan
|
|
|
|
|
|
1,297,200
|
|
|
|
|
|
Repayment of short-term loan
|
|
|
|
|
|
(1,297,200
|
)
|
|
|
|
|
Proceeds from Employee Stock Purchase Plan
|
|
|
219,352
|
|
|
|
|
|
|
|
|
Net proceeds from public sale of common stock
|
|
|
37,483,853
|
|
|
21,513,225
|
|
|
|
|
|
Payment to Series C Preferred Shareholders
|
|
|
(1,250,000
|
)
|
|
|
|
|
|
|
|
Payments related to warrant holder redemption rights
|
|
|
|
|
|
|
|
|
(572,250
|
)
|
|
Decrease in restricted cash
|
|
|
34,000
|
|
|
50,000
|
|
|
|
|
|
Net proceeds from exercise of warrants to purchase common stock
|
|
|
4,717,890
|
|
|
|
|
|
241,310
|
|
|
Net proceeds from exercise of options to purchase common stock
|
|
|
2,040,356
|
|
|
200,468
|
|
|
1,444,519
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities in continuing operations
|
|
$
|
67,071,951
|
|
$
|
21,763,693
|
|
$
|
4,113,579
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
$
|
16,656,222
|
|
$
|
3,924,190
|
|
$
|
(2,506,140
|
)
|
|
|
|
|
|
|
|
|
Effects of foreign currency exchange rates on cash and cash equivalents
|
|
$
|
68,732
|
|
$
|
(512,698
|
)
|
$
|
(151,710
|
)
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
$
|
16,724,954
|
|
$
|
3,411,492
|
|
$
|
(2,657,850
|
)
|
Cash and cash equivalents at beginning of year
|
|
$
|
13,369,208
|
|
$
|
9,957,716
|
|
$
|
12,615,566
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
30,094,162
|
|
$
|
13,369,208
|
|
$
|
9,957,716
|
|
|
|
|
|
|
|
|
|
See Note Q for non-cash disclosures
The accompanying notes are an integral part of these consolidated financial statements.
47
Table of Contents
SATCON TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010, 2009 AND 2008
A. THE COMPANY
Satcon Technology Corporation ("Satcon" or "Company") is a leading clean energy technology provider of utility-grade power conversion solutions for the renewable energy market, primarily
the large-scale commercial and utility-scale solar photovoltaic, or PV, markets. Satcon designs and delivers advanced power conversion solutions that enable large-scale producers of renewable energy
to convert clean energy into grid-connected, efficient and reliable electrical power.
Satcon's
power conversion solutions boost total system power production through system intelligence, advanced command and control capabilities, industrial-grade engineering and total
lifecycle performance optimization. Satcon's power conversion solutions feature the widest range of power ratings in the solar industry. Satcon also offer system design services and solutions for
management, monitoring, and performance measurement to maximize capital investment and improve overall quality and performance over the entire lifespan of an installation.
The
accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.
B. REALIZATION OF ASSETS AND LIQUIDITY
The Company has developed a business plan that envisions a continued increase in assets and revenue from the results experienced in the recent past. The Company believes that its
existing plan will generate sufficient cash which, along with its existing cash on hand, will enable it to fund operations through at least December 31, 2011. Additionally, the Company has a
line of credit in place with a bank and believes that it has the ability to refinance and/or expand the availability of such asset-based financing. Such actions would likely require the consent of its
existing lenders, and there can be no assurance that such consents would be given. Furthermore, there can be no assurance that the Company would be able to obtain similar or additional asset-based
financing if and when sought.
C. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Basis of Consolidation
The consolidated financial statements include the accounts of Satcon and its wholly owned subsidiary (Satcon Power Systems
Canada, Ltd.) and its discontinued operating subsidiaries (Satcon Applied Technology, Inc., Satcon Electronics, Inc. and Satcon Power Systems, Inc.). All intercompany
accounts and transactions have been eliminated in consolidation.
Revenue Recognition
The Company recognizes revenue from product sales when there is persuasive evidence of an arrangement, the fee is fixed or
determinable, delivery of the product to the customer has occurred and the Company has determined that collection of the fee is probable. Title to the product passes upon shipment of the product, as
the products are typically shipped FOB shipping point, unless otherwise agreed upon in advance with the customer. If the product requires installation to be performed by the Company, all revenue
related to the product is deferred and recognized upon the completion of the installation. If the product requires specific customer acceptance, revenue is deferred until customer acceptance occurs or
the acceptance provisions lapse, unless the Company can objectively and reliably demonstrate that the criteria specified in the acceptance provisions are satisfied. When appropriate the
48
Table of Contents
SATCON TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2010, 2009 AND 2008
C. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)
Company
provides for a warranty reserve at the time the product revenue is recognized. If a contract involves the provision of multiple elements and the elements qualify for separation, total
estimated contract revenue is allocated to each element based on the relative fair value of each element provided. The amount of revenue allocated to each element is limited to the amount that is not
contingent upon the delivery of another element in the future. Revenue is recognized on each element as described above.
Cost
of product revenue includes materials, labor, overhead, warranty and freight.
Deferred
revenue primarily consists of cash received for extended product warranties, preventative maintenance plans and up-time guarantee programs. Deferred revenue also
consists of payments received from customers in advance of services performed, product shipped or installation completed. When an item is deferred for revenue recognition purposes, the deferred
revenue is recorded as a liability and the deferred costs are recorded as a component of inventory in the consolidated balance sheets.
Unbilled Contract Costs and Fees and Funded Research and Development Costs in Excess of Billings
Unbilled contract costs and fees represent revenue recognized in excess of amounts billed due to contractual provisions or deferred
costs that have not been recognized as revenue or billed to the customer.
Cash and Cash Equivalents
Cash and cash equivalents include demand deposits and highly-liquid investments with maturities of three months or less when acquired.
Cash equivalents are stated at cost, which approximates market value. At December 31, 2010 and December 31, 2009, the Company has restricted cash of $0 and $34,000, respectively.
Accounts Receivable
Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. The estimated allowance for
uncollectible amounts is based primarily on a specific analysis of accounts in the receivable portfolio and historical write-off experience. While management believes the allowance to be
adequate, if the financial condition of our customers were to deteriorate, resulting in impairment of their ability to make payments, additional allowances may be required.
Inventory
Inventory is valued at the lower of actual cost to purchase and/or manufacture the inventory or the current estimated market value of
the inventory, and costs are determined based on the first-in, first-out method of accounting and include material, labor and manufacturing overhead costs. A significant
decrease in demand for the Company's products could result in a short-term increase in the cost of inventory purchases and an increase of excess inventory quantities on hand. In addition,
the industry is characterized by rapid technological change, frequent new product development, and rapid product obsolescence that could result in an increase in the amount of obsolete inventory
quantities on hand. Therefore, although the Company makes every effort to ensure the accuracy of its forecasts of
49
Table of Contents
SATCON TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2010, 2009 AND 2008
C. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)
future
product demand, any significant unanticipated changes in demand or technological developments could have a significant impact on the value of the inventory and reported operating results. The
Company records, as a charge to cost of product revenue, any amounts required to reduce the carrying value to net realizable value.
Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization is computed using the straight-line method over
the asset's estimated useful life. The estimated useful lives of property and equipment are as follows:
|
|
|
|
|
Estimated Lives
|
Machinery and equipment
|
|
2-10 years
|
Furniture and fixtures
|
|
7-10 years
|
Computer hardware/software
|
|
3 years
|
Leasehold improvements
|
|
Lesser of the remaining life of the lease
or the useful life of the improvement
|
When
assets are retired or otherwise disposed of, the cost and related depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in
operating expenses.
Foreign Currency
As of April 1, 2010, the Company determined that the functional currency of its foreign subsidiary in Canada was the US dollar.
As the functional currency changed from the foreign currency to the reporting currency, the translation adjustments as of April 1, 2010 remain as a component of accumulated other comprehensive
income (loss). Prior to this determination, the functional currency was the local currency, assets and liabilities were translated at the rates in effect at the balance sheet dates, while
stockholders' equity (deficit) including the long-term portion of intercompany advances was translated at historical rates. Statements of operations and cash flow amounts were translated
at the average rate for the period. Translation adjustments were included as a component of accumulated other comprehensive income (loss). Foreign currency gains and losses were a loss of
$0.6 million, a gain of $0.3 million and a gain of $0.7 million for the years ended December 31, 2010, 2009 and 2008, respectively. All foreign currency transaction gains
and losses were recorded as a component of other income (expense), net.
During
January 2011 the Company entered into a foreign currency hedge with a bank with a notional amount of approximately $4.7 million and a term of 90 days.
Use of Estimates
The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America,
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses
50
Table of Contents
SATCON TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2010, 2009 AND 2008
C. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)
during
the period reported. Management believes the most significant estimates include the net realizable value of accounts receivable and inventory, warranty provisions, the recoverability of
long-lived assets, the recoverability of deferred tax assets and the fair value of equity and financial instruments. Actual results could differ from these estimates.
Reclassifications
Certain prior-year balances have been reclassified to conform to current-year presentations.
Income Taxes
The Company accounts for income taxes utilizing the asset and liability method for accounting and reporting for income taxes. Under
this method, deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and income tax basis of assets and liabilities using
statutory rates. In addition, the Company is required to establish a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or
all of the deferred tax assets will not be realized.
The
Company is allowed to recognize the tax benefits of uncertain tax positions only where the position is "more likely than not" to be sustained assuming examination by tax authorities.
The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed,
or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any
interest and penalties (if applicable) on that excess. In addition, the Company is required to provide a tabular reconciliation of the change in the aggregate unrecognized tax benefits claimed, or
expected to be claimed, in tax returns and disclosure relating to the accrued interest and penalties for unrecognized tax benefits. Discussion is also required for those uncertain tax positions where
it is reasonably possible that the estimate of the tax benefit will change significantly in the next twelve months.
As
of December 31, 2010, the Company had federal and state net operating loss ("NOL") carry forwards and federal and state R&D credit carry forwards, which may be
available to offset future federal and state income tax liabilities which expire at various dates through 2031. Utilization of the NOL and R&D credit carry forwards may be subject to a substantial
annual limitation due to ownership change limitations that have occurred previously or that could occur in the future provided by Sections 382 or 383 of the Internal Revenue Code of 1986, as
well as similar state and foreign provisions. These ownership changes may limit the amount of NOL and R&D credit carry forwards that can be utilized annually to offset future taxable income and tax,
respectively. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a
corporation by more than 50 percentage points over a rolling three-year period. Since the Company's formation, the Company has raised capital through the issuance of capital stock
on several occasions (both pre and post initial public offering) which, combined with the purchasing shareholders' subsequent disposition of those shares, may have resulted in a change of control, as
defined by Section 382, or could result in a change of control in the future upon subsequent disposition.
51
Table of Contents
SATCON TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2010, 2009 AND 2008
C. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)
The
Company commissioned a study to determine whether Sections 382 or 383 could limit the use of our carryforwards in this manner. After completing this study, the company has
concluded that the limitation will not have a material impact on its ability to utilize its net operating loss or credit carryforwards.
The
tax years 1996 through 2010 remain open to examination by major taxing jurisdictions to which the Company is subject, which are primarily in the United States, as carryforward
attributes generated in years past may still be adjusted upon examination by the Internal Revenue Service or state tax authorities if they are or will be used in a future period. The Company is
currently not under examination by the Internal Revenue Service or any other jurisdiction for any tax years. The Company did not recognize any interest and penalties associated with unrecognized tax
benefits in the accompanying financial statements. The Company would record any such interest and penalties as a component of interest expense. The Company does not expect any material changes to the
unrecognized benefits within 12 months of the reporting date.
Accounting for Stock-based Compensation
The Company has several stock-based employee compensation plans, as well as stock options issued outside of such plans as an inducement
to engage new executives. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the service period.
The
Company uses the Black-Scholes valuation model for valuing options. This model incorporates several assumptions, including volatility, expected life and discount rate. The Company
uses historical volatility as it believes it is more reflective of market conditions and a better indicator of volatility. The Company uses historical information in the calculation of expected life
for its "plain-vanilla" option grants. If the Company determines that another method used to estimate expected volatility is more reasonable than the Company's current methods, or if another method
for calculating these input assumptions is prescribed by authoritative guidance, the fair value calculated for share-based awards could change significantly. Higher volatility and longer expected
lives would result in an increase to share-based compensation determined at the date of grant.
The
Company recognized the full impact of its share-based payment plans in the consolidated financial statements for the year ended December 31, 2010, 2009 and 2008 and did not
capitalize any such costs on the consolidated balance sheets, as such costs that qualified for capitalization were not
52
Table of Contents
SATCON TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2010, 2009 AND 2008
C. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)
material.
The following table presents share-based compensation expense included in the Company's consolidated statement of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2010
|
|
2009
|
|
2008
|
|
Cost of product revenue
|
|
$
|
285,047
|
|
$
|
171,067
|
|
$
|
96,249
|
|
Research and development
|
|
|
638,476
|
|
|
332,970
|
|
|
154,641
|
|
Selling, general and administrative expenses
|
|
|
3,142,934
|
|
|
2,293,102
|
|
|
1,945,276
|
|
|
|
|
|
|
|
|
|
Share based compensation expense from continuing operations, before tax
|
|
|
4,066,457
|
|
|
2,797,139
|
|
|
2,196,166
|
|
Share based compensation expense from discontinued operations
|
|
|
(18,357
|
)
|
|
86,140
|
|
|
168,276
|
|
|
|
|
|
|
|
|
|
Total share based compensation expense, before tax
|
|
|
4,048,100
|
|
|
2,883,279
|
|
|
2,364,442
|
|
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net share-based compensation expense
|
|
$
|
4,048,100
|
|
$
|
2,883,279
|
|
$
|
2,364,442
|
|
|
|
|
|
|
|
|
|
Compensation
expense associated with the granting of stock options to employees is being recognized on a straight line basis over the service period of the option. In instances where the
actual compensation expense would be greater than that calculated using the straight line method, the actual compensation expense is recorded in that period.
Included
in the 2010 stock-based compensation expense above are amounts related to employees participation in the Employee Stock Purchase Plan ("ESPP") of approximately $221,000. See
Note L,
Employee Benefit Plan
.
At
December 31, 2010, approximately $11.0 million in unrecognized compensation expense remains to be recognized in future periods. The table below summaries the recognition
of the deferred compensation expense associated with employee stock options over the next four years as follows:
|
|
|
|
|
Calendar Years Ending December 31,
|
|
Non Cash
Stock-Based
Compensation
Expense
|
|
2011
|
|
$
|
4,555,273
|
|
2012
|
|
|
3,195,849
|
|
2013
|
|
|
2,200,116
|
|
2014
|
|
|
1,000,038
|
|
|
|
|
|
Total
|
|
$
|
10,951,276
|
|
|
|
|
|
During
the year ended December 31, 2008, the Company accelerated unvested options for two of its senior executives in connection with their departures. In addition, the Company
extended the time to exercise these options, normally ninety days, to two years from the date of their respective last days of employment. As a result, the Company recorded a non-cash
restructuring charge in 2008 of
53
Table of Contents
SATCON TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2010, 2009 AND 2008
C. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)
approximately
$0.3 million, of which approximately $0.1 million related to the acceleration of unvested options and $0.2 million related to the extension of time to exercise these
options. The Company valued these changes using the Black-Scholes option pricing model.
The
weighted-average grant-date fair value of options granted during the year ended December 31, 2010, 2009 and 2008 were $1.92, $1.50 and $2.03, respectively, per
option. The fair value of each stock option is estimated on the date of the grant using the Black-Scholes option-pricing model with the following range of assumptions:
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2010
|
|
2009
|
|
2008
|
Assumptions:
|
|
|
|
|
|
|
Expected life(1)
|
|
5.0 years to 6.25 years
|
|
5.0 years to 6.25 years
|
|
5.0 years to 6.25 years
|
Expected volatility ranging from(2)
|
|
72.38% - 76.45%
|
|
72.9% - 82.96%
|
|
80.0% - 89.5%
|
Dividends
|
|
none
|
|
none
|
|
none
|
Risk-free interest rate(3)
|
|
1.11% - 2.50%
|
|
1.50% - 2.50%
|
|
2.70% - 3.38%
|
Forfeiture Rate(4)
|
|
0% - 6.25%
|
|
0% - 6.25%
|
|
0% - 6.25%
|
-
(1)
-
The
option life was determined using actual option experience. Prior to March 31, 2010, the option life was determined using the simplified method
for estimating expected option life, which qualify as "plain-vanilla" options.
-
(2)
-
The
stock volatility for each grant is measured using the weighted average of historical daily price changes of the Company's common stock over the most
recent period equal to the expected option life of the grant, the historical short term trend of the option and other factors, such as expected changes in volatility arising from planned changes in
the Company's business operations.
-
(3)
-
The
risk-free interest rate for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a
similar expected life.
-
(4)
-
The
estimated forfeiture rate for each option grant is between 0% and 6.25%. The Company periodically reviews the estimated forfeiture rate, in light of
actual experience.
Net Loss per Basic and Diluted Common Share
The Company reports net loss per basic and diluted common share in accordance with standards established for computing and presenting
earnings per share. Basic earnings per share excludes dilution and is computed by dividing income attributable to common stockholders by the weighted average number of common shares outstanding for
the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted
in the issuance of common stock that then shared in the earnings of the Company, except when the effect would be anti-dilutive. See Note R, Loss Per Share, for more information
related to options, warrants and convertible Preferred Stock which would be considered anti-dilutive.
54
Table of Contents
SATCON TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2010, 2009 AND 2008
C. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)
Concentration of Credit Risk
Financial instruments that subject the Company to concentrations of credit risk principally consist of cash equivalents, trade accounts
receivable, unbilled contract costs and deposits in bank accounts. The Company deposits its cash and invests in short-term investments primarily through a national commercial bank.
Deposits in excess of amounts insured by the Federal Deposit Insurance Corporation (FDIC) are exposed to loss in the event of nonperformance by the institution.
The
Company's trade accounts receivable and unbilled contract costs and fees are primarily from sales to commercial customers. The Company does not require collateral and has not
historically experienced significant credit losses related to receivables, letters of credit or unbilled contract costs and fees from individual customers or groups of customers in any particular
industry or geographic area.
Significant
customers are defined as those customers that account for 10% or more of total net revenue in a fiscal year or 10% or more of accounts receivable and unbilled contract costs
and fees at the end of a fiscal period. The table below details out customers that were considered significant, greater than 10%, as it pertains to both annual revenues for the years ended
December 31, 2010, 2009 and 2008 and accounts receivable and unbilled contract costs as of December 31, 2010 and 2009.
|
|
|
|
|
Year
|
|
Revenue
|
|
Accounts Receivable and Unbilled Contract Costs
|
2010
|
|
None
|
|
GCL Solar Limited (approximately 11%)**
|
|
|
|
|
Enel Green Power (approximately 11%)**
|
|
|
|
|
CE Solar (approximately 12%)
|
2009
|
|
SunPower Corporation (approximately 14%)
|
|
*
|
|
|
*
|
|
Enfinity, NV (approximately 10%)
|
2008
|
|
Fuel Cell Energy, Inc.(approximately 17%)
|
|
Fuel Cell Energy, Inc.(approximately 14%)
|
|
|
SunPower Corporation (approximately 12%)
|
|
SunPower Corporation (approximately 14%)
|
-
*
-
Represents
less than 10% of either the fiscal year revenue or the total accounts receivable balance at December 31, 2009 or 2008.
-
**
-
The
accounts receivable associated with these customers were backed by irrevocable letters of credit at December 31, 2010.
Research and Development Costs
The Company expenses research and development costs as incurred. Cost of research and development and other revenue includes costs
incurred in connection with both funded research and development and other revenue arrangements and unfunded research and development activities.
Comprehensive Income (Loss)
Comprehensive income (loss) includes net loss and foreign currency translation adjustments prior to the changing of the functional
currency in Canada to the US dollar.
55
Table of Contents
SATCON TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2010, 2009 AND 2008
C. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)
Fair Value of Financial Instruments
The Company's financial instruments consist of cash equivalents, accounts receivable, unbilled contract costs and fees, warrants to
purchase shares of common stock, accounts payable, subordinated note payable and the line of credit. The estimated fair values of these financial instruments approximate their carrying values at
December 31, 2010 and December 31, 2009. The estimated fair values have been determined through information obtained from market sources and management estimates. The Company's warrant
liability is recorded at fair value. See "Fair Value Measurements" below. The carrying value of the subordinated notes payable, as of December 31, 2010, is not materially different from the
fair value of the notes.
Fair Value Measurements
The Company's financial assets and liabilities are measured using inputs from the three levels of fair value hierarchy which are as
follows:
|
|
|
|
|
Level 1
|
|
|
|
Quoted prices in active markets for identical assets or liabilities.
|
Level 2
|
|
|
|
Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
Level 3
|
|
|
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
Assets
and Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2010 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
Description
|
|
Balance as of
December 31,
2010
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds(2)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term warrant liability(1)
|
|
$
|
5,454,109
|
|
$
|
|
|
$
|
5,454,109
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
$
|
5,454,109
|
|
$
|
|
|
$
|
5,454,109
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
56
Table of Contents
SATCON TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2010, 2009 AND 2008
C. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)
Assets and Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2009 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
|
Balance as of
December 31,
2009
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds(2)
|
|
$
|
10,003,805
|
|
$
|
10,003,805
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
10,003,805
|
|
$
|
10,003,805
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term warrant liability(1)
|
|
$
|
4,976,774
|
|
$
|
|
|
$
|
4,976,774
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
$
|
4,976,774
|
|
$
|
|
|
$
|
4,976,774
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(1)
-
The
Company's Level 2 financial liabilities consist of long term investor warrant liabilities comprised of the Warrant As, Warrant Cs,
the warrants issued to the investors in connection with the 2007 preferred stock financing (the "2007 Financing Warrants") and the placement agent warrants. The fair value of the Warrant As and
Warrant Cs is being estimated using a binomial lattice model for the portion not included in the outstanding call option at December 31, 2010 and for approximately 50% of the outstanding
Warrant As and Warrant Cs subject to the call the valued using their intrinsic value and the fair value of the placement agent warrants and the 2007 Financing Warrants is being estimated
using the Black-Scholes option pricing model. (see Note G. Warrant Liabilities; Note IRedeemable Convertible Series B and Series C Preferred Stock; and
"Warrant Liabilities" below).
-
(2)
-
Included
as a component of cash and cash equivalents on accompanying consolidated balance sheets.
Warrant Liabilities
On January 1, 2009, the Company adopted ASC 815-40-15 to evaluate whether an instrument is considered
indexed to an entity's own stock. The Company's evaluation of the 2007 Financing Warrants determined that the 2007 Financing Warrants covering 19,799,023 shares of common stock did not qualify for a
scope exception under ASC 815-40-15 as they were determined not to be indexed to the Company's stock as prescribed by ASC 815-40-15. As a result, on the
date of adoption, January 1, 2009, the Company reclassified these warrants from additional paid in capital to warrant liabilities through a cumulative effect of a change in accounting
principle. The initial value of the warrant liability at adoption was $22,041,541.
For
the period through July 3, 2009, the Company recorded a charge to change in fair value of warrants of approximately $3.2 million for the increase in the fair value
related to these warrants during the period. The warrants did not qualify for hedge accounting, and as such, all subsequent changes in the fair value of these warrants were recognized currently in
earnings until such time as the
57
Table of Contents
SATCON TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2010, 2009 AND 2008
C. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)
warrants
were modified in the manner described below, or exercised or expired. These common stock purchase warrants do not trade in an active securities market, and as such, the Company estimated the
fair value of these warrants using the Black-Scholes option pricing model using the following assumptions:
|
|
|
|
|
|
|
|
|
January 1, 2009
|
|
April 4, 2009
|
|
July 3, 2009
|
Assumptions:
|
|
|
|
|
|
|
Expected life
|
|
5.9 - 6.7 years
|
|
5.6 - 6.5 years
|
|
5.4 - 6.2 years
|
Expected volatility
|
|
80% - 85%
|
|
75% - 85%
|
|
75% - 80%
|
Dividends
|
|
none
|
|
none
|
|
none
|
Risk-free interest rate
|
|
1.69% - 1.83%
|
|
2.06% - 2.35%
|
|
2.56% - 2.87%
|
On
July 3, 2009, the Company modified certain provisions contained within the 2007 Financing Warrants. Under the terms of the original 2007 Financing Warrants (prior to their
modification), in addition to standard anti-dilution protection for stock splits or dividends, stock combinations, mergers, liquidation or similar events, the exercise price and number of
shares issuable upon exercise of these warrants were subject to adjustment in the event of certain dilutive issuances (the "Dilutive Issuance Provision"). Upon each adjustment of the exercise price
pursuant to the Dilutive Issuance Provision, the number of shares subject to the warrant were also to be adjusted by multiplying the current exercise price prior to the adjustment by the number of
shares subject to the warrant and dividing the product by the exercise price resulting from the adjustment. The Dilutive Issuance Provision was modified to (i) limit the instances in which a
dilutive issuance will cause an adjustment to the exercise price of the warrants and (ii) eliminate the provision that correspondingly increased the number of shares underlying the warrants in
the event of a dilutive issuance that causes an adjustment to the exercise price. As a result of this modification these warrants were determined to be equity instruments by the Company, as they now
qualify for the scope exception under ASC 815-40-15. Previously the warrants, due to the adoption of the provisions
of ASC 815-40, were accounted for as a derivative liability. The Company is no longer required to mark these warrants to fair value each quarter. See Note G.
Warrant Liabilities.
In
addition, the Company determined the fair value of the investor warrants (the Warrant As and Warrant Cs) and placement agent warrants using valuation models it considers
to be appropriate. The Company's stock price has the most significant influence on the fair value of its warrants. An increase in the Company's common stock price would cause the fair values of the
warrants to increase, because the exercise price of the warrants is fixed at $1.815 per share, and result in a charge to our statement of operations. A decrease in the Company's stock price would
likewise cause the fair value of the warrants to decrease and result in a credit to our statement of operations. See Note G. for valuation discussion.
Redeemable Convertible Series B Preferred Stock
The Company initially accounted for its issuance of Series B Preferred Stock and associated warrants by allocating the proceeds
received net of transaction costs based on the relative fair value of the Series B Preferred Stock and the warrants issued to the investors, and then to any beneficial conversion rights
contained in the convertible redeemable preferred securities. The Company
58
Table of Contents
SATCON TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2010, 2009 AND 2008
C. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)
determined
the initial value of the Series B Preferred Stock and investor warrants using valuation models it considers to be appropriate. The Series B Preferred Stock was classified
within the liability section of the Company's balance sheet.
In
October 2010, the holders of the remaining 75 shares of Series B Preferred Stock converted their shares into common stock, resulting in the issuance of 251,677 shares of common
stock.
Redeemable Convertible Series C Preferred Stock
The Company initially accounted for its issuance of Series C Preferred Stock and associated warrants by allocating the proceeds
received net of transaction costs based on the relative fair value of the Series C Preferred Stock and the warrants issued to the investors, and then to any beneficial conversion rights
contained in the convertible redeemable preferred securities. The Series C Preferred Stock is classified as temporary equity on the balance sheet. The Company
determined the initial value of the Series C Preferred Stock and investor warrants using valuation models it considers to be appropriate. The Company used the effective interest method to
accrete the carrying value of the Series C Preferred Stock through the earliest possible redemption date (November 8, 2011), at which time the value of the Series C Preferred
Stock would have been $30.0 million or 120% of its face value and dividends.
On
October 27, 2010, the holders of all of the outstanding shares of Series C Preferred Stock converted their shares and accumulated dividends into common stock, resulting
in the issuance of 27,526,344 shares of common stock. To induce the Series C Preferred Stock holders to convert their shares, the Company paid these holders an aggregate $1.25 million in
cash upon conversion. The entitlement to a redemption of the Series C Preferred Shares was eliminated upon the holders' conversion of the Series C Preferred Stock into common shares in
October 2010.
D. DISCONTINUED OPERATIONS
In January 2010, the Company sold its Applied Technology business unit for approximately $1.0 million in cash and $0.5 million in working capital retained at the date of
the sale. Prior to the sale the Applied Technology business unit was reported by the Company as its own operating segment. Operations associated with the Applied Technology business unit have been
reclassified as income (loss) from discontinued operations in the accompanying consolidated statements of operations, and cash flows associated with this segment are included in cash flows from
discontinued operations in the consolidated statements of cash flows. The Company evaluated the assets of the Applied Technology business unit and as of December 31, 2009 had classified them as
held for sale. The Company recorded a gain on the sale of the Applied Technology business unit of approximately $0.5 million in its results of operations for the first quarter of 2010.
On
September 26, 2008, the Company sold its Electronics and Power Systems US business segments to two unrelated companies, for approximately $5.6 million in cash and
$0.5 million of retained accounts receivable. The Company recorded a gain on the sale of the Electronics and Power Systems US business segments of approximately $0.3 million in 2008.
Prior to the sale, each of these divisions were reported by the Company as its own operating segment. Operations associated with these discontinued segments have been classified as loss from
discontinued operations in the accompanying
59
Table of Contents
SATCON TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2010, 2009 AND 2008
D. DISCONTINUED OPERATIONS (Continued)
consolidated
statements of operations, and cash flows associated with these segments are included in cash flows from discontinued operations in the consolidated statements of cash flows. Net sales and
net income (loss) from discontinued operations by division was as follows:
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Year Ended December 31,
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Division
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2010
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2009
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2008
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Electronics
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Net Sales
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$
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8,250,768
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Net Loss
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$
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(1,094,326
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)
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Power Systems, US
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Net Sales
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$
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5,021,022
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Net Loss
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$
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(40,406
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)
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Applied Technology
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Net Sales
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$
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6,232,687
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$
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8,228,769
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Net Income (Loss)
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$
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31,390
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$
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91,677
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$
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(734,594
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)
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Discontinued Operations
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Total Net Sales
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$
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6,232,687
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$
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21,500,559
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Total Net Income (Loss)
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$
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31,390
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$
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91,677
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$
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(1,869,326
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)
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The
Company has not allocated interest to discontinued operations. The Company has also eliminated all intercompany activity associated with discontinued operations.
The
net assets of the Electronics and Power Systems US divisions at December 31, 2010 and 2009 were $0. The net assets of the Applied Technology division as of December 31,
2010 were $0 and at December 31, 2009 consisted of the following, which have been reclassified in the accompanying consolidated balance sheets:
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December 31,
2009
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Prepaid expenses
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$
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35,004
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Current assets of discontinued operations
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$
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35,004
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Property and equipment, net
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56,076
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Goodwill other long-term assets
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168,151
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Non-current assets of discontinued operations
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$
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224,227
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Accrued payroll and related expenses
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$
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117,702
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Current liabilities of discontinued operations
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$
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117,702
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Long-term liabilities of discontinued operations
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$
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60
Table of Contents
SATCON TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2010, 2009 AND 2008