SATCON TECHNOLOGY CORP
10-Q, 1998-05-15
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>
 
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                             ______________________

                                   FORM 10-Q

            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the Quarterly Period Ended March  31, 1998

                         Commission File Number 1-11512

                             ______________________


                         SATCON TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)

                             ______________________

  State of Incorporation:  Delaware        I.R.S. Employer ID. No. 04-2857552

                                161 First Street
                            Cambridge, MA 02142-1221
                    (Address of principal executive offices)

                                 (617) 661-0540
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the registrant was
    required to file such reports), and (2) has been subject to such filing
                       requirements for the past 90 days.

                            Yes   [X]      No  [_]

  Indicate the number of shares outstanding of each of the issuer's classes of
                common stock, as of the latest practicable date.

      Common Stock, $0.01 Par Value, 9,018,549 shares outstanding as of 
                                March 31, 1998.


- --------------------------------------------------------------------------------
<PAGE>
 
                               TABLE OF CONTENTS


                         PART 1: FINANCIAL INFORMATION
 
ITEM 1:  FINANCIAL STATEMENTS                                             Page
                                                                          ----
 
Consolidated Balance Sheets ................................................1
Consolidated Statements of Operations ......................................2
Consolidated Statements of Cash Flows ......................................3
Notes to Financial Statements ..............................................4

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS ...............................6


                          PART II:  OTHER INFORMATION

Items No. 1 through 6 ......................................................10

Signatures .................................................................11
<PAGE>
 
                         SATCON TECHNOLOGY CORPORATION
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        March 31,    September 30,
                                                                          1998           1997
                                                                       (Unaudited)  
                                                                   ---------------- ---------------
<S>                                                                <C>              <C>              
                                         ASSETS                                     
Current assets:                                                                     
      Cash and cash equivalents....................................      $2,529,150      $4,256,504
      Marketable securities........................................       1,415,654       1,976,400
      Accounts receivable, net of allowance of $172,730 at March                    
          31, 1998 and $159,243 at September 30, 1997..............       3,715,153       2,965,559
      Unbilled contract costs, net of allowance of $537,580 at                      
          March 31, 1998 and $1,130,468 at September 30, 1997......       1,381,992       1,709,826
      Inventory, net of allowance of $672,790 at March 31, 1998                     
          and $758,541 at September 30, 1997.......................       2,222,364       1,577,483
      Prepaid expenses and other assets............................         343,475         416,926
                                                                      -------------   -------------
            Total current assets...................................      11,607,788      12,902,698
                                                                                    
Property and equipment, net........................................       2,610,621       4,784,355
Intangibles,  net..................................................       2,796,698       2,992,659
Investment in affiliate............................................       5,000,000            -
Other assets.......................................................          34,660          29,726
                                                                      -------------   -------------
            Total assets...........................................     $22,049,767     $20,709,438
                                                                      =============   =============
                                                                                    
                        LIABILITIES AND STOCKHOLDERS' EQUITY     
                                                                                    
Current liabilities:                                                                
      Accounts payable.............................................      $  952,855      $  850,208
      Accrued payroll and payroll related expenses.................         363,506         392,235
      Deferred revenue.............................................         261,989         191,128
      Other accrued expenses.......................................         455,424         788,049
      Accounts payable to affiliate................................         331,526            -
      Short term portion of long term debt.........................          91,919          85,784
                                                                      -------------   ------------- 
            Total current liabilities..............................       2,457,219       2,307,404
Long term liabilities:                                                              
      Note Payable.................................................            -              6,737
      Long term debt...............................................         273,920         316,160
                                                                      -------------   ------------- 
            Total long term liabilities............................         273,920         322,897
Commitments........................................................            -               -

                              STOCKHOLDERS' EQUITY

Preferred stock; $.01 par value, 1,000,000 shares authorized; 
    none issued....................................................            -               -
Common stock, $.01 par value, 15,000,000 shares authorized;
    9,018,549 shares  at March 31, 1998 and 8,769,146 shares at 
    September 30, 1997, issued and outstanding.....................          90,185          87,691 
Additional paid-in capital.........................................      28,377,718      26,576,600 
Retained earnings/(loss)...........................................      (9,135,196)     (8,564,939)
Unrealized losses on marketable securities, net of tax effect......         (14,079)        (20,215) 
                                                                      -------------   ------------- 
                Total stockholders' equity.........................      19,318,628      18,079,137
                                                                      -------------   ------------- 
                Total liabilities and stockholders' equity.........     $22,049,767     $20,709,438
                                                                      =============   ============= 
</TABLE>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                       1
<PAGE>
 
                         SATCON TECHNOLOGY CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (Unaudited)
<TABLE>
<CAPTION>
                                                         Three months ended                    Six months ended
                                                               March 31,                            March 31,
                                                    -----------------------------       -----------------------------
                                                       1998              1997               1998               1997
                                                    -----------      -----------        -----------        ----------- 
<S>                                                 <C>               <C>                <C>               <C>
Revenue...........................................  $4,325,548        $2,908,114         $8,021,167        $ 5,041,672
                                                    ----------        ----------         ----------        ----------- 
Cost of sales.....................................   2,395,452         1,349,353          4,553,814          2,053,733
Selling, general and administrative expenses......   1,819,933         1,897,858          3,719,348          4,045,607
Research and development expenses.................      21,999            10,399            287,030             43,623
Goodwill amortization.............................      82,408              -               137,595               -
                                                    ----------        ----------         ----------        ----------- 
Total operating expenses..........................   4,319,792         3,257,610          8,697,787          6,142,963
Operating income/(loss)...........................       5,756          (349,496)          (676,620)        (1,101,291)
Interest income, net..............................      53,199            42,559            106,363            141,189
                                                    ----------        ----------         ----------        ----------- 
Net income/(loss).................................  $   58,955        $ (306,937)        $ (570,257)       $  (960,102)
                                                    ==========        ==========         ==========        ===========
Net income/(loss) per weighted average share,                                                       
 basic and diluted................................       $0.01            $(0.04)            $(0.06)            $(0.13)
                                                    ==========        ==========         ==========        ===========
Weighted average number of common shares, 
  basic...........................................   8,954,871         7,477,885          8,900,069          7,432,029 

Weighted average number of common shares, 
  diluted.........................................   9,127,870         7,477,885          8,900,069          7,432,029
</TABLE>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                       2
<PAGE>
 
<TABLE>
<CAPTION>
                                            SATCON TECHNOLOGY CORPORATION
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     (Unaudited)
 
                                                                                             Six months ended
                                                                                                 March 31,
                                                                                     --------------------------------
                                                                                           1998               1997
                                                                                     -------------      -------------
<S>                                                                                  <C>                <C>
Cash flows from operating activities:
           Net loss..................................................................    ($570,257)         ($960,102)
                                                                                         ----------        ----------  
           Adjustments to reconcile net loss to net
             cash used in operating activities:
               Depreciation and amortization.........................................      426,414            389,112
               Reserve for unbilled contract costs...................................       (7,175)              - 
               Allowance for doubtful accounts.......................................       13,487               -
               Changes in operating assets and liabilities:
                         Accounts receivable.........................................     (794,518)         1,233,862 
                         Prepaid expenses and other assets...........................       73,451             32,388 
                         Unbilled contract costs.....................................      335,009         (1,692,629) 
                         Inventory...................................................     (661,669)           (90,090)
                         Other assets................................................      (65,208)           219,108
                         Accounts payable............................................      102,648           (384,251) 
                         Accrued expenses and payroll................................        3,569             63,687 
                         Deferred revenue............................................      165,862               - 
                         Other accrued expenses......................................     (332,625)              - 
                                                                                         ----------        ----------  
Total adjustments....................................................................     (740,755)          (228,813)
                                                                                         ----------        ----------  
Net cash used in operating activities................................................   (1,311,012)        (1,188,915)
Cash flows from investing activities:
                         Sales and maturities of marketable securities...............      566,883          2,067,063 
                         Patent & trademark expenditures.............................      (93,492)           (62,427)  
                         Deferred financing fees.....................................         -              (189,143) 
                         Capital expenditures........................................     (667,702)          (597,916) 
                         Acquisitions................................................     (306,261)          (210,000)
                         Accounts payable to affiliate...............................   (1,676,540)              - 
                                                                                         ----------        ----------   
Net cash provided/(used) by investing activities.....................................   (2,177,112)         1,007,577
Cash flows from financing activities:
             Repayment of borrowings.................................................      (42,842)              - 
             Proceeds from exercise of stock options.................................      581,739             86,700 
             Proceeds from exercise of warrants......................................    1,221,873               - 
                                                                                         ----------        ----------   
Net cash provided by financing activities............................................    1,760,770             86,700
                                                                                         ----------        ----------  
Net decrease in cash and cash equivalents............................................   (1,727,354)           (94,638)
Cash and cash equivalents at beginning of period.....................................    4,256,504          3,770,925
                                                                                         ----------        ----------   
Cash and cash equivalents at end of period...........................................  $ 2,529,150         $3,676,287
                                                                                        ===========        ==========
</TABLE>

Refer to Note B. for noncash transactions occurring during the period.



   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                       3
<PAGE>
 
SATCON TECHNOLOGY CORPORATION
Notes to Financial Statements

Note A.  Basis of Presentation
- ------------------------------

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  These  consolidated financial statements, which in the
opinion of management reflect all adjustments (including normal recurring
adjustments) necessary for a fair presentation, should be read in conjunction
with the financial statements and notes thereto included in the Company's Report
on Form 10-K for the year ended September 30, 1997.  Operating results for the
three and six month periods ended March 31, 1998 are not necessarily indicative
of the results that may be expected for any future interim period or for the
entire fiscal year.

Note B. Significant Events
- --------------------------

Beacon Power Corporation

During a recapitalization of Beacon Power Corporation ("Beacon") on December 24,
1997, the Company converted a significant portion of its ownership of Beacon to
preferred stock.  The Company now holds less than 20% of the common stock of
Beacon.  The Company's investment in Beacon is accounted for on a cost basis.
The impact on the consolidated financial statements is as follows:

<TABLE>
<CAPTION>
 
                                                                                      (Unaudited)
                                                                                    -------------
<S>                                                                                <C>                 
Accounts Receivable.........................................................        $   (31,437)
Inventory...................................................................            (16,788)
Prepaid expenses and other assets...........................................            (59,500)
Property and Equipment, net.................................................         (2,709,224) 
Intangibles, net............................................................           (302,283)
Accrued payroll and payroll related expenses................................             32,298
Deferred revenue............................................................             95,000
Accounts payable to affiliate...............................................         (2,008,066)
                                                                                  -------------
Investment in affiliate.....................................................        $ 5,000,000
                                                                                  =============
</TABLE>

These amounts have been changed from those originally reported in Form 10-Q for
the quarterly period ended December 31, 1997 to more accurately reflect the
breakdown of amounts transferred.

Accounts payable to affiliate represents cash and cash equivalents transferred
to Beacon subsequent to December 24, 1997.

                                       4
<PAGE>
 
Note C. SFAS No. 128
- --------------------

As of October 1, 1997, the Company adopted Statement of Financial Accounting
Standard No. 128 ("SFAS No. 128"), "Earnings per Share". SFAS No. 128 replaced
the previously reported primary and fully diluted earnings per share with basic
and diluted earnings per share. Unlike primary earnings per share, basic
earnings per share excludes any dilutive effects of options. All earnings per
share amounts for all periods have been presented to conform to SFAS No. 128
requirements. There was no effect on the earnings per share disclosures for
prior periods presented as a result of adoption of SFAS No. 128 due to the
antidilutive effect of the Company's outstanding options. As of March 31, 1998,
there was 584,494 stock options outstanding. The following is the reconciliation
of the numerators and denominators of the basic and diluted per share
computations for net income/(loss):


<TABLE>
<CAPTION>
                                                                         Three months ended          Six months ended
                                                                             March 31,                   March 31,
                                                                   --------------------------------------------------------
                                                                       1998           1997         1998             1997
                                                                   ------------   ------------  ------------    ------------  
<S>                                                               <C>             <C>           <C>             <C>
Net income/(loss)............................................       $   58,955     $ (306,937)   $ (570,257)     $ (960,102)
                                                                  ============   ============  ============    ============ 
                                                                                                          
BASIC:                                                                                                    
Common shares outstanding,  beginning of period..............        8,918,844      7,447,695     8,769,146       7,359,074  
Weighted average common shares issued during the period......           36,027         30,190       130,923          72,955  
                                                                  ------------   ------------  ------------    ------------  
Weighted average common shares outstanding, end of period....        8,954,871      7,477,885     8,900,069       7,432,029  
                                                                  ============   ============  ============    ============ 
                                                                                                                             
Net income/(loss) per weighted average share, basic..........       $     0.01       ($  0.04)     ($  0.06)       ($  0.13) 
                                                                  ============   ============  ============    ============ 
                                                                                                                             
DILUTED:                                                                                                                     
Common shares outstanding,  beginning of period..............        8,918,844      7,447,695     8,769,146       7,359,074  
Weighted average common shares issued during the period......           36,027         30,190       130,923          72,955  
Weighted average common stock equivalents (a)................          532,995           -             -               -  
Weighted average treasury stock repurchased..................         (359,996)          -             -               -  
                                                                  ------------   ------------  ------------    ------------  
Weighted average common shares outstanding, net of treasury
               stock, end of period..........................        9,127,870      7,477,885     8,900,069       7,432,029  
                                                                  ============   ============  ============    ============ 
                                                                                                                             
Net income/(loss) per weighted average share, diluted........       $     0.01       ($  0.04)     ($  0.06)       ($  0.13) 
                                                                  ============   ============  ============    ============ 
</TABLE> 
(a)  not included if antidilutive

On April 21, 1998, the Company's Board of Directors issued options to purchase
up to 317,000 shares of the Company's common stock. These options are
exercisable at an average price of $11.39 per share and expire in April 2008.
The shares of common stock or potential shares of common stock outstanding at
the end of the period would not have changed materially if this transaction
occurred before the end of the period.

                                       5
<PAGE>
 
Note D. Derivative Financial Instruments
- ----------------------------------------

The following table summarizes derivative financial instruments included in
marketable securities held by the Company at March 31, 1998, which are sensitive
to changes in interest rates:

                       For the years ended September 30,
                                 
<TABLE>
<CAPTION> 

Description            1998   1999   2000   2001   2002   Thereafter    Total    Fair Value
- -----------------  --------   ----   ----   ----   ----   ----------   --------  ----------
<S>                <C>        <C>    <C>    <C>    <C>    <C>          <C>       <C>
Floater            $150,000                                 $350,000   $500,000    $474,938
  Average
   Interest Rate        5.8%   5.9%   5.9%   5.9%   5.9%         5.9%
 
CMO                                                         $ 93,338   $ 93,338    $ 92,443
  Average
   Interest Rate        6.9%   6.9%   6.9%   6.9%   6.9%         6.9%
 
Structured Notes                                            $250,000   $250,000    $246,875
  Average
   Interest Rate        6.0%   6.0%   6.0%   6.0%   6.0%         6.0%         

</TABLE>
                                                                                
The instruments held by the Company are not leveraged and are held for purposes
other than trading.

Note E. Inventory
- -----------------

Inventory consists of the following:
<TABLE>
<CAPTION>
                                                                March 31,                September 30,
                                                                  1998                       1997                               
                                                               (Unaudited)                                                      
                                                             -------------              ------------- 
<S>                                                          <C>                        <C>          
Raw material .............................................     $  952,406                  $  651,460
Work-in-process...........................................        963,319                     637,657
Finished goods............................................        306,639                     288,366
                                                              -------------              ------------- 
                                                               $2,222,364                  $1,577,483
                                                              =============              ============= 
</TABLE>

Item 2.   Management's Discussion and Analysis of Financial Condition and
          ---------------------------------------------------------------
          Results of Operations
          ---------------------

This Form 10-Q contains forward-looking statements. For this purpose, any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the foregoing, the
words "believes", "anticipates", "plans", "expects", and similar expressions are
intended to identify forward-looking statements. There are a number of important
factors that could cause the Company's actual results to differ materially from
those indicated by such forward-looking statements. The factors include, without
limitation, those set forth below under the caption "Factors Affecting Future
Results".

                                       6
<PAGE>
 
RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage of
revenues for certain items in the Company's Statement of Operations for each
period:
 
<TABLE>
<CAPTION>
                                                                Three months ended                   Six months ended 
                                                                    March 31,                           March 31,
                                                               1998                1997          1998               1997
                                                           ------------------------------    ------------------------------
<S>                                                            <C>                <C>             <C>                <C>
Revenues..............................................         100.0%              100.0%         100.0%             100.0%
Cost of sales.........................................          55.4                46.4           56.7               40.7
Selling, general and administrative...................          42.1                65.2           46.4               80.2
Research and development..............................           0.5                 0.4            3.6                0.9
Goodwill amortization.................................           1.9                 0.0            1.7                0.0
Total operating expenses
(excluding cost of sales).............................          44.5                65.6           51.7               81.1
Operating income/(loss)...............................           0.1               (12.0)          (8.4)             (21.8)
Interest income, net..................................           1.2                 1.5            1.3                2.8
Net income/(loss).....................................           1.3               (10.5)          (7.1)             (19.0)

</TABLE>

Three Months Ended March 31, 1998 ("Q2 1998") Compared to the Three Months Ended
- --------------------------------- ----------- ----------------------------------
March 31, 1997 ("Q2 1997")
- -------------- -----------

Revenues. The Company's revenues increased approximately $1,417,000 or 48.7%,
from Q2 1997 to Q2 1998. The increase in revenues is primarily due to the
acquisition of Film Microelectronics, Inc. ("FMI") which closed on April 16,
1997. The acquisition of FMI represents incremental revenues of approximately
$1,423,000. The increase in revenues is also due to an increase in the sale of
manufactured products at K&D Magmotor Corporation ("K&D") of approximately
$193,000 offset by decreases in revenues of approximately $199,000 related to
work on various research and development contracts.

Cost of Sales. Cost of sales increased approximately $1,046,000 or 77.5%, from
Q2 1997 to Q2 1998. The increase is primarily due to the addition of cost of
sales associated with K&D and FMI of approximately $169,000 and $922,000,
respectively. These increase were partially offset by a decrease in effort on
research and development contracts.

Selling, General and Administrative.  Selling, general and administrative
expenses decreased approximately $78,000 or 4.1%, from Q2 1997.  The decrease in
spending is primarily due to the management of selling and administrative costs.

Six Months Ended March 31, 1998 ("Q2 1998 YTD") Compared to the Six Months Ended
- ------------------------------- --------------- --------------------------------
March 31, 1997 ("Q2 1997 YTD")
- -------------- ---------------

Revenues.  The Company's revenues increased approximately $2,979,000 or 59.1%,
from Q2 1997 YTD to Q2 1998 YTD.  The increase in revenues is primarily due to
the two acquisitions closed in 1997, K&D and FMI. These two acquisitions 

                                       7
<PAGE>

represent incremental revenues of approximately $3,139,000. The increase in
revenues is also due to an increase in the sale of manufactured products at K&D
of approximately $193,000 offset by decreases in revenues of approximately
$353,000 related to work on various research and development contracts.

Cost of Sales.  Cost of sales increased approximately $2,500,000 or 121.7%, from
Q2 1997 YTD to Q2 1998 YTD. The increase is primarily due to the addition of
cost of sales associated with K&D and FMI of approximately $497,000 and
$1,917,000, respectively.

Selling, General and Administrative.  Selling, general and administrative
expenses decreased approximately $326,000 or 8.1%, from Q2 1997 YTD.  The
decrease in spending is primarily due to the management of  selling and
administrative costs.

Research and Development.  Research and development expenses increased
approximately $243,000 or 558.0%. This increase is primarily due to the
development of the flywheel energy storage system for Beacon. During the
recapitalization of Beacon on December 24, 1997, the Company converted a
significant portion of its ownership of Beacon to preferred stock. The Company
now holds less than 20% of Beacon's common stock; therefore, effective December
24, 1997, the Company's investment in Beacon is accounted for on a cost basis.

THE COMPANY'S LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents was approximately $2,529,000 as of March
31, 1998, a decrease of approximately $1,727,000 from September 30, 1997. Cash
used in operating activities was approximately $1,311,000 for Q2 1998 YTD,
compared to approximately $1,189,000 for Q2 1997 YTD. The cash used in operating
activities is primarily the result of a net loss and an increase in inventory
related to the introduction of a new line of standard regulators.

The Company anticipates that its existing cash resources and cash flow from
operations will be sufficient to fund its operations through September 30, 1998,
provided it meets its operating plan. The Company's ability to finance its
operations will be dependent on its ability to renegotiate its bank line of
credit for a continued availability of borrowing thereunder.  There can be no
assurance that the Company will be successful in renegotiating its line of
credit. The Company's ability to generate cash from operations depends upon,
among other things, revenue growth, its credit and payment terms with vendors,
and collections of accounts receivable. If such sources of cash prove
insufficient, the Company will be required to make changes in its operations or
to seek additional debt or equity financing.  There can be no assurances that
cash generated from operations will be sufficient to meet its operating
requirements, or if required, that additional debt or equity financing will be
available on terms acceptable to the Company.

FACTORS AFFECTING FUTURE RESULTS

The Company's future results remain difficult to predict and may be affected by
a number of factors which could cause actual results to differ materially from
forward-looking statements contained in this Form 10-Q and presented elsewhere
by management from time to time. These factors include business conditions
within the automotive, telecommunications, industrial machinery, and
semiconductor industries and the world economies as a whole, and competitive
pressures that may impact research and development spending. The Company's
revenue growth is dependent on technology developments and contract research

                                       8
<PAGE>
 
and development for both the government and commercial sectors and no assurance
can be given that such investments will continue or that the Company can
successfully obtain such funds. In addition, the Company's future growth
opportunities are dependent on the introduction of new products that must
penetrate automotive, telecommunications, industrial, and computer market
segments. No assurance can be given that new products can be developed, or if
developed, will be successful; that competitors will not force prices to an
unacceptably low level or take market share from the Company; or that the
Company can achieve or maintain profits in these markets. Because of these and
other factors, past financial performances should not be considered an indicator
of future performance. Investors should not use historical trends to anticipate
future results and should be aware that the Company's stock price frequently
experiences significant volatility.

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 131 ("SFAS No. 131"), "Disclosure about
Segments of an Enterprise and Related Information." The statement is effective
for fiscal years beginning after December 15, 1997 and establishes annual and
interim reporting standards for an enterprise's operating segments and related
disclosures about its products and services, geographical areas and major
customers.

Adoption of SFAS No. 131 is not expected to have a material impact to the
Company's consolidated financial position, results of operations or cash flows
and any effect will be limited to the form and content of its disclosures.

EFFECTS OF INFLATION

The Company believes that inflation over the past three years has not had a
significant impact on the Company's sales or operating results.

EFFECTS OF YEAR 2000

Neither the cost of addressing Year 2000 compliance nor the consequence of
incomplete or untimely resolution of problems related to the Year 2000 represent
a known material event or uncertainty that would affect future financial
results, or cause reported financial information not to be necessarily
indicative of future operating results or future financial condition.

                                       9
<PAGE>
 
PART II:  OTHER INFORMATION


Item 1.  Legal Proceedings:
Not applicable.

Item 2.  Changes in Securities and Use of Proceeds:
Not applicable.

Item 3.  Defaults upon Senior Securities:
Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders:

At the Company's Annual Meeting of Stockholders held on March 11, 1998, the
Company's stockholders approved the following:

 
     PROPOSAL                     FOR     AGAINST/  ABSTAIN  BROKER  
                                          WITHHELD           NON-VOTERS
(1)  Election of Class I
Directors for the ensuing
three years:
David B. Eisenhaure            7,539,641   222,143      0         0
James L. Kirtley, Jr.,Ph.D.    7,539,641   222,143      0         0
 
The other directors of the Company, whose terms of office as directors continued
after the Annual Meeting are John P. O'Sullivan, Michael C. Turmelle, Marshall 
J. Armstrong and Anthony J. Villiotti.

(2)  Ratification of
Coopers & Lybrand L.L.P.
as auditors for the fiscal
year ending September 30,
1998.                          7,744,146    11,634     6,004      0

Item 5.  Other Information:
Not applicable.

Item 6  Exhibits and Reports 
on Form 8-K:
(a) Exhibits 
    11  Statement Regarding Computation of Earning Per Share
    27  Financial Data Schedule

(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter for which this
report is filed.

                                       10
<PAGE>
 
                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                     SatCon Technology Corporation


Date:  May 15, 1998                  By: /s/ David B. Eisenhaure
                                        ----------------------------------------
                                        David B. Eisenhaure, President and Chief
                                           Executive Officer


Date:  May 15, 1998                  By: /s/ Michael C. Turmelle
                                        ----------------------------------------
                                        Michael C. Turmelle, Vice President,
                                           Chief Financial Officer and Treasurer

                                       11

<PAGE>
 
                         SATCON TECHNOLOGY CORPORATION
           FORM 10-Q; FISCAL YEAR 1998; QUARTER ENDED MARCH 31, 1998
                COMPUTATION OF EARNINGS PER SHARE - EXHIBIT 11

<TABLE> 
<CAPTION> 
                                                                             Three months ended            Six months ended
                                                                                  March 31,                     March 31,
                                                                           ----------   ----------     ----------   ----------
                                                                              1998          1997           1998        1997
                                                                           ----------   ----------     ----------   ----------
<S>                                                                       <C>          <C>            <C>          <C>
Net income/(loss)....................................................      $   58,955   $ (306,937)    $ (570,257)  $ (960,102)
                                                                           ==========   ==========     ==========   ==========
BASIC:
Common shares outstanding, beginning of period.......................       8,918,844    7,447,695      8,769,146    7,359,074
Weighted average common shares issued during the period..............          36,027       30,190        130,923       72,955
                                                                           ----------   ----------     ----------   ----------
Weighted average common shares outstanding, end of period............       8,954,871    7,477,885      8,900,069    7,432,029
                                                                           ==========   ==========     ==========   ==========
Net income/(loss) per weighted average share, basic..................          $ 0.01      ($ 0.04)       ($ 0.06)     ($ 0.13)
                                                                           ==========   ==========     ==========   ==========

DILUTED:
Common shares outstanding, beginning of period.......................       8,918,844    7,447,695      8,769,146    7,359,074
Weighted average common shares issued during the period..............          36,027       30,190        130,923       72,955
Weighted average common stock equivalents(a).........................         532,995         -              -            -
Weighted average treasury stock repurchased..........................        (359,996)        -              -            -
                                                                           ----------   ----------     ----------   ----------
Weighted average common shares outstanding, net of treasury
          stock, end of period.......................................       9,127,870    7,477,885      8,900,069    7,432,029
                                                                           ==========   ==========     ==========   ==========
Net income/(loss) per weighted average share, diluted................          $ 0.01      ($ 0.04)       ($ 0.06)     ($ 0.13)
                                                                           ==========   ==========     ==========   ==========
</TABLE> 

(a) not included if antidilutive



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                       2,529,150
<SECURITIES>                                 1,415,654
<RECEIVABLES>                                3,715,153
<ALLOWANCES>                                   172,730
<INVENTORY>                                  2,222,364
<CURRENT-ASSETS>                            11,607,788
<PP&E>                                       2,610,621<F1>
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              22,049,767
<CURRENT-LIABILITIES>                        2,457,219
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        90,185
<OTHER-SE>                                  19,228,443
<TOTAL-LIABILITY-AND-EQUITY>                22,049,767
<SALES>                                              0
<TOTAL-REVENUES>                             4,325,548
<CGS>                                                0
<TOTAL-COSTS>                                2,395,452
<OTHER-EXPENSES>                             1,924,340
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 58,955
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             58,955
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    58,955
<EPS-PRIMARY>                                     0.01
<EPS-DILUTED>                                     0.01
<FN>
<F1> PP&E IS SHOWN NET OF ACCUMULATED DEPRECIATION AS REPORTED WITHIN THE FORM 
     10-Q ON THE BALANCE SHEET
</FN>
        




</TABLE>


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