SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES --- EXCHANGE ACT OF 1934 For the period ended MARCH 31, 2002 ----------------------------------------------------------- OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ---- EXCHANGE ACT OF 1934 For the transition period from to ---------------------- ---------------------- Commission file number 1-8403 --------------------- ENERGY CONVERSION DEVICES, INC. ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 38-1749884 ------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2956 WATERVIEW DRIVE, ROCHESTER HILLS, MICHIGAN 48309 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (248) 293-0440 ----------------------------- ------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report 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 . --- ---- As of May 10, 2002, there were 219,913 shares of Class A Common Stock, 430,000 shares of Class B Common Stock and 21,248,973 shares of Common Stock outstanding. Page 1 of 48 Pages PART I - FINANCIAL INFORMATION ------------------------------ Item 1. Financial Statements ------- -------------------- ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS ------------------------------------- (Unaudited) Three Months Ended Nine Months Ended March 31, March 31, --------------------------- --------------------------- 2002 2001 2002 2001 ------------ ------------ ------------ ------------ REVENUES Product sales $ 7,277,124 $ 4,572,471 $ 24,655,994 $ 7,254,156 Product sales to related parties 2,747,240 2,781,242 7,704,018 7,060,068 ------------ ------------ ------------ ------------ Total product sales 10,024,364 7,353,713 32,360,012 14,314,224 Royalties 453,509 730,467 1,467,004 2,404,327 Royalties - related parties 5,824 - 16,809 - ------------ ------------ ------------ ------------ Total royalties 459,333 730,467 1,483,813 2,404,327 Revenues from product development agreements 1,322,810 1,509,272 5,061,225 4,846,796 Revenues from product development agreements with related parties 12,717,273 7,735,712 34,523,009 17,259,892 ------------ ------------ ------------ ------------ Total revenues from product development agreements 14,040,083 9,244,984 39,584,234 22,106,688 Revenues from license and other agreements - - - 2,800,000 Other 30,703 53,750 102,244 216,912 Other revenues from related parties (64,505) 339,277 163,152 1,102,030 ------------ ------------ ------------ ------------ Total other revenues (33,802) 393,027 265,396 1,318,942 ------------ ------------ ------------ ------------ TOTAL REVENUES 24,489,978 17,722,191 73,693,455 42,944,181 EXPENSES Cost of product sales 9,853,715 7,316,282 31,028,373 14,297,463 Cost of revenues from product development agreements 14,286,048 8,977,216 39,330,745 20,777,552 Product development and research 3,615,509 3,486,591 8,332,883 9,096,641 Patent defense (net) 368,459 193,752 2,319,634 1,142,904 Patents 401,069 631,455 1,510,305 1,697,070 Operating, general and administrative 1,701,890 2,097,333 5,806,845 6,044,394 ------------ ------------ ------------ ------------ TOTAL EXPENSES 30,226,690 22,702,629 88,328,785 53,056,024 ------------ ------------ ------------ ------------ LOSS FROM OPERATIONS (5,736,712) (4,980,438) (14,635,330) (10,111,843) OTHER INCOME (EXPENSE) Interest income 1,229,912 1,476,915 3,955,756 4,664,127 Interest expense (144,696) (184,396) (454,155) (615,668) Equity loss in joint ventures (1,131,266) (740,776) (2,942,738) (1,544,297) Minority interest share of losses 485,971 241,112 1,256,915 696,059 Other nonoperating income (expense) (net) 282,175 (83,986) 723,134 178,921 ------------ ------------ ------------ ------------ TOTAL OTHER INCOME (EXPENSE) 722,096 708,869 2,538,912 3,379,142 ------------ ------------ ------------ ------------ NET LOSS $ (5,014,616) $ (4,271,569) $(12,096,418) $ (6,732,701) ============ ============ ============ ============ BASIC NET LOSS PER SHARE $ (.23) $ (.22) $ (.56) $ (.35) ============ ============ ============ ============ DILUTED NET LOSS PER SHARE $ (.23) $ (.22) $ (.56) $ (.35) ============ ============ ============ ============ See notes to consolidated financial statements. 2 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS --------------------------- ASSETS ------ March 31, June 30, 2002 2001 ------------ ------------ (Unaudited) CURRENT ASSETS (NOTE A) Cash, including cash equivalents of $21,734,000 at March 31, 2002 and $33,047,000 at June 30, 2001 $ 23,381,166 $ 33,055,399 Short-term investments (NOTE G) 74,870,105 48,908,662 Accounts and notes receivable (net of allowance for uncollectible accounts of approximately $495,000 at March 31, 2002, and $583,000 at June 30, 2001) 22,786,377 18,809,094 Amounts due from related parties 26,214,635 16,003,632 Inventories 1,438,952 1,333,542 Other 356,162 542,930 ----------- ----------- TOTAL CURRENT ASSETS 149,047,397 118,653,259 PROPERTY, PLANT AND EQUIPMENT Land and land improvements 267,000 267,000 Buildings and improvements 2,929,876 1,214,625 Machinery and other equipment (including construction in progress of approximately $909,000 and $1,010,000 at March 31, 2002 and June 30, 2001, respectively) 23,944,740 22,261,322 Capitalized lease equipment 3,056,060 3,056,060 ----------- ----------- 30,197,676 26,799,007 Less accumulated depreciation and amortization (21,969,319) (20,660,619) ----------- ----------- TOTAL PROPERTY, PLANT AND EQUIPMENT 8,228,357 6,138,388 Investments in EV Global and Rare Earth Ovonic-China (NOTE A) 2,710,000 1,000,000 Long-Term Note Receivable - Bekaert ECD Solar Systems (NOTE A) 10,751,013 10,256,110 Deferred tax assets - 864,999 JOINT VENTURES (NOTE D) Bekaert ECD Solar Systems 18,185,940 23,421,156 Bekaert ECD Europe 24,733 28,347 Texaco Ovonic Fuel Cell Company - - Texaco Ovonic Hydrogen Systems - - Texaco Ovonic Battery Systems - - Ovonyx - - Ovonic Media - - Innovative Transportation Systems 3,546,629 4,000,206 Sovlux - - OTHER ASSETS 2,822,881 1,742,922 ------------ ------------ TOTAL ASSETS $195,316,950 $166,105,387 ============ ============ See notes to consolidated financial statements. 3 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS --------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ March 31, June 30, 2002 2001 ------------ ------------ (Unaudited) CURRENT LIABILITIES Accounts payable and accrued expenses $ 20,228,014 $ 18,413,708 Accounts payable - related parties 544,293 10,533 Salaries, wages and amounts withheld from employees 1,826,812 2,366,673 Deferred revenues under business agreements 75,000 222,730 Deferred revenues - related parties 998,576 2,346,054 Current installments on long-term liabilities 2,514,139 2,716,072 ------------ ------------ TOTAL CURRENT LIABILITIES 26,186,834 26,075,770 LONG-TERM LIABILITIES 6,535,801 7,898,011 LONG-TERM NOTES PAYABLE 10,751,013 10,256,110 DEFERRED GAIN 173,955 278,328 NONREFUNDABLE ADVANCE ROYALTIES (NOTE C) 3,696,513 3,818,488 ------------ ------------ TOTAL LIABILITIES 47,344,116 48,326,707 NEGATIVE GOODWILL (NOTE D) 2,332,168 2,681,993 MINORITY INTEREST (NOTE D) 3,099,061 4,355,976 STOCKHOLDERS' EQUITY Capital Stock Class A Convertible Common Stock, par value $0.01 per share: Authorized - 500,000 shares Issued and outstanding - 219,913 shares 2,199 2,199 Class B Convertible Common Stock, par value $0.01 per share Authorized, Issued and Outstanding - 430,000 shares 4,300 4,300 Common Stock, par value $0.01 per share: Authorized - 30,000,000 shares Issued and Outstanding - 21,242,473 shares at March 31, 2002 and 19,053,026 shares at June 30, 2001 212,425 190,530 Additional paid-in capital 384,651,810 339,858,798 Accumulated deficit (239,402,336) (227,305,918) Accumulated other comprehensive income (loss) (546,553) 881,342 Unearned Compensation on Class B Convertible Common Stock (2,380,240) (2,890,540) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 142,541,605 110,740,711 ------------ ------------ TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $195,316,950 $166,105,387 ============ ============ See notes to consolidated financial statements. 4 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- (Unaudited) Nine Months Ended March 31, --------------------------- 2002 2001 ------------ ------------ OPERATING ACTIVITIES: Net loss $(12,096,418) $ (6,732,701) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,638,858 1,808,327 Equity loss in joint ventures 2,942,738 1,544,297 Profit deferred on sales to Bekaert ECD Solar Systems (1,774,172) 741,835 Creditable royalties (121,975) (27,665) Stock and stock options issued for services rendered 771,147 566,956 Amortization of deferred gain (104,373) (330,795) Amortization of negative goodwill (349,825) (349,825) Minority interest (1,256,915) (696,059) Other (16,748) 54,824 Changes in working capital: Accounts receivable (3,977,283) (4,206,928) Amounts due from related parties (5,687,162) (7,592,176) Inventories (105,410) (418,850) Other assets (893,191) (1,202,431) Accounts payable and accrued expenses 2,714,112 5,301,586 Accounts payable - related parties 533,760 (11,837) Deferred revenues under business agreements (147,730) 2,045,905 Deferred revenues - related parties (1,347,478) (1,971,171) ------------ ------------ NET CASH USED IN OPERATIONS (19,278,065) (11,476,708) INVESTING ACTIVITIES: Purchases of capital equipment (4,322,573) (1,282,771) Proceeds from sale of capital equipment 35,826 - Investment in Bekaert ECD Europe - (43,750) Investment in Innovative Transportation Systems - (2,409,000) Investment in Rare Earth (1,710,000) - Purchase of investments (72,698,554) (23,773,397) Sale of investments 45,309,216 13,013,573 ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES (33,386,085) (14,495,345) FINANCING ACTIVITIES: Principal payments under short-term and long-term debt and capitalized lease obligations (1,564,143) (1,462,332) Proceeds from sale of stock to ChevronTexaco 8,893,629 4,872,288 Proceeds from sale of stock upon exercise of stock options 87,883 4,547,574 Proceeds from exercise of warrants 35,572,548 4,341,560 ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 42,989,917 12,299,090 NET DECREASE IN CASH AND CASH EQUIVALENTS (9,674,233) (13,672,963) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 33,055,399 44,592,017 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 23,381,166 $ 30,919,054 ============ ============ See notes to consolidated financial statements. 5 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- (Unaudited) Nine Months Ended March 31, ---------------------- 2002 2001 ---------- ---------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest $ 454,155 $ 615,668 The Company's noncash investing and financing activities were as follows: Accretion of interest - long-term note receivable - 494,903 464,763 Bekaert ECD Solar Systems Accretion of interest - long-term note payable - Canon (494,903) (464,763) Transfer deferred tax asset to accounts receivable (864,999) - Record tax accounts receivable 864,999 - Transfer Investment in Bekaert ECD Solar Systems to notes receivable (4,493,166) - Record note receivable - Bekaert ECD Solar Systems 4,493,166 - See notes to consolidated financial statements. 6 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE A - Basis of Presentation ------------------------------ Information for the three months and nine months ended March 31, 2002 (fiscal 2002) and 2001 (fiscal 2001) is unaudited, but includes all adjustments which Energy Conversion Devices, Inc. (ECD) considers necessary for a fair presentation of financial condition, cash flows and results of operations. In accordance with the instructions for the completion of the Quarterly Report on Form 10-Q, certain information and footnotes necessary to comply with Generally Accepted Accounting Principles in the United States (GAAP) for annual financial statements have been condensed or omitted. These financial statements should be read in conjunction with ECD's 2001 Annual Report on Form 10-K which contains a summary of ECD's accounting policies and other footnote information. ECD is an advanced technology and manufacturing company engaged in the invention, engineering, development, production and commercialization of new materials, products, systems and production technology based on its atomically engineered amorphous and disordered materials. ECD's core business is energy and information, with enabling proprietary technologies in energy generation, energy storage and in the field of information. The consolidated financial statements include the accounts of ECD; its approximately 91%-owned subsidiary Ovonic Battery Company, Inc. (Ovonic Battery), a company formed to develop and commercialize ECD's Ovonic NiMH battery technology; and, effective April 11, 2000, its 81%-owned subsidiary United Solar Systems Corp. (United Solar) (collectively the "Company"). The remaining shares of Ovonic Battery are owned by Honda Motor Company, Ltd., Sanoh Industrial Company, Ltd. and Sanyo Electric Co., Ltd. The remaining shares of United Solar are owned by N.V. Bekaert S.A. and its U.S.-based subsidiary (Bekaert). No minority interest related to Ovonic Battery is recorded in the consolidated financial statements because there is no additional funding requirement by the minority shareholders. See Note D for discussion of these ventures. The Company has a number of strategic alliances and has, as of March 31, 2002, seven major investments accounted for by the equity method: (i) Texaco Ovonic Battery Systems LLC, Ovonic Battery's 50% joint venture with Texaco Energy Systems Inc., a subsidiary of ChevronTexaco Corporation (TESI), to manufacture and sell the Company's proprietary NiMH batteries for electric, hybrid electric and fuel cell electric vehicle applications, uninterruptible power supplies and telecommunication applications; (ii) Texaco Ovonic Fuel Cell Company LLC, a 50%-owned joint venture with TESI to further develop and commercialize Ovonic(TM) Regenerative Fuel Cells technology; (iii) Texaco Ovonic Hydrogen Systems LLC, a 50%-owned joint venture with TESI to further develop Ovonic(TM) hydrogen storage technology; (iv) Ovonic Media, LLC, a joint venture owned 51% by General Electric (GE) through its GE Plastics business unit and 49% by ECD to design, develop, demonstrate and commercialize the Company's proprietary continuous web roll-to-roll technology for the ultra-high-speed manufacture of optical media products, primarily rewritable DVDs; (v) Ovonyx, Inc., a 41.7%- 7 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE A - Basis of Presentation (Continued) ------------------------------------------ owned joint venture with Mr. Tyler Lowrey, Intel Capital and other investors, to commercialize ECD's Ovonic Unified Memory (OUM) technology; (vi) United Solar, owned 81% by ECD, has a 40% joint venture, Bekaert ECD Solar Systems LLC, to sell its photovoltaic modules and systems throughout the world; and (vii) Innovative Transportation Systems AG, a German company owned 26% by ECD and 8% by Texaco Ovonic Battery Systems to manufacture and sell electric vehicles, hybrid electric vehicles and fuel cell electric vehicles. In addition, ECD has a 50%-owned joint venture in Russia, Sovlux Co., Ltd., and a joint venture in Belgium, Bekaert ECD Solar Systems Europe N.V. (Bekaert ECD Europe) owned 10% by United Solar and 90% by Bekaert ECD Solar Systems. See Note D for discussion of all of the Company's ventures. The Company accounts for its investment ($1,000,000) in EV Global using the cost method of accounting. ECD's interest in EV Global is less than 1%. The Company has three joint ventures with Rare Earth High-Tech Co. Ltd. (Rare Earth High-Tech) of Baotou Steel Company of Inner Mongolia, China, for the manufacturing and licensing of its battery and other related technologies. The Company accounts for its 19% interest in each of these joint ventures using the cost method of accounting (total investment of $1,710,000). Intellectual property and patents resulting from the Company's investments in its technologies are valued at zero in the balance sheet. Intellectual property provides the foundation for the creation of the important strategic alliances and future developments whereby the Company provides intellectual property and patents and joint venture partners provide cash. The Company's investments in its joint ventures, other than Bekaert ECD Solar Systems, Innovative Transportation Systems and Bekaert ECD Europe, are recorded at zero. The Company will continue to carry its investment in each of these joint ventures at zero until the venture becomes profitable (based upon the venture's history of sustainable profits), at which time the Company will start to recognize over a period of years its share, if any, of the then equity of each of the ventures, and will recognize its share of each venture's profits or losses on the equity method of accounting. To the extent that the Company has made cash contributions, it recognizes its proportionate share of any losses until the investment reaches zero. Based upon the opinion of legal counsel, the Company believes that it has no obligation to fund any losses that its joint ventures incur beyond the Company's investment. Additionally, the Company has no financial or other guarantees (other than the lease guarantees in Note G) with respect to liabilities incurred by its joint ventures. Upon consolidation, all intercompany accounts and transactions are eliminated. Any profits on intercompany transactions are eliminated to the extent of the Company's ownership percentage. 8 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE A - Basis of Presentation (Continued) ------------------------------------------ Certain items for the three months and nine months ended March 31, 2001 and as of June 30, 2001 have been reclassified to be consistent with the classification of items as of and for the three months and nine months ended March 31, 2002. In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. The Company is impacted by other factors such as the continued receipt of contracts from the U.S. government and industrial partners, its ability to protect and maintain the proprietary nature of its technology, its continued product and technological advances and the strength and ability of the Company's licensees and joint venture partners to commercialize the Company's products and technologies. The Company entered into foreign currency forward contracts ("forward contracts") on March 30, 2001 for $5,267,000 to hedge the foreign currency exposure on Japanese Yen in anticipation of purchases of machinery related to a machine-building contract. Expected amounts and payment dates for the purchase of the machinery as stated in the purchase orders match the terms within the forward contracts. Thus, the forward contracts have been treated as cash flow hedges under Statement of Financial Accounting Standards (SFAS) 133. The payment dates for both the machinery purchases and forward contracts extend from the period April 23, 2001 to May 15, 2002. As of March 31, 2002, the cash flow hedge was 100% effective. The Company believes that it remains probable that the one remaining payment for the machinery will take place within 60 days of the scheduled machinery payment date. Other Comprehensive Income (Loss) --------------------------------- The Company's total comprehensive loss was as follows: Three Months Ended Nine Months Ended March 31, March 31, ------------------------- -------------------------- 2002 2001 2002 2001 ----------- ----------- ------------ ----------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Net Loss $(5,014,616) $(4,271,569) $(12,096,418) $(6,732,701) OTHER COMPREHENSIVE INCOME (LOSS): Unrealized gains (losses) on securities (net) (967,973) 511,375 (1,427,895) 1,290,930 ----------- ----------- ------------ ----------- COMPREHENSIVE LOSS $(5,982,589) $(3,760,194) $(13,524,313) $(5,441,771) =========== =========== ============ =========== 9 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE A - Basis of Presentation (Continued) ------------------------------------------ Cash Equivalents ---------------- Cash equivalents consist of investments in short-term, highly liquid securities having a maturity of three months or less from the date of acquisition. Short-Term Investments ---------------------- Short-term investments consist of commercial paper, classified as available for sale, maturing in 91 days to 38 months from date of acquisition and are stated at cost, which approximates fair market value. Financial Instruments --------------------- Due to the short-term maturities of cash, cash equivalents, marketable securities, accounts receivable and accounts payable, the Company believes the carrying value of its financial instruments to be a reasonable estimate of fair value. Foreign Currency Transaction Gains and Losses --------------------------------------------- Since most of the Company's contracts and transactions are denominated and settled in U.S. dollars, there are no significant foreign currency gains or losses. 10 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE A - Basis of Presentation (Continued) ------------------------------------------ Accounts and Notes Receivable ----------------------------- March 31, June 30, 2002 2001 ----------- ----------- Long-term contracts accounted for under percentage-of-completion accounting Revenues recognized but unbilled Commercial customers $17,088,383 $11,604,014 Amounts billed to customers Commercial customers 345,157 1,215,328 ----------- ----------- Sub-total 17,433,540 12,819,342 Long-term contracts not accounted for under percentage-of-completion accounting Amounts earned which are billed in the subsequent month U.S. Government 698,024 844,720 Commercial customers 1,198,271 72,970 ----------- ----------- 1,896,295 917,690 Amounts billed U.S. Government 390,376 2,545,250 Commercial customers 51,020 51,020 ----------- ----------- 441,396 2,596,270 Retainages U.S. Government 40,500 40,500 ----------- ----------- Sub-total 2,378,191 3,554,460 Amounts unbilled for other than long-term contracts Commercial customers 2,858,680 2,164,631 Amounts billed for other than long-term contracts Commercial customers 610,966 853,661 Allowance for uncollectible accounts (495,000) (583,000) ----------- ----------- TOTAL $22,786,377 $18,809,094 =========== =========== Certain contracts with the U.S. government require a retention that is paid upon completion of audit of the Company's indirect rates. Certain contracts have been completed for more than ten years and have not been audited. There are no material retentions at March 31, 2002 and June 30, 2001. Certain U.S. government contracts remain subject to audit. Included in accounts receivable at March 31, 2002 and June 30, 2001, are $17,088,000 and $11,950,000, respectively, due from Rare Earth Ovonic joint ventures in China (see Note D). 11 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE A - Basis of Presentation (Continued) ------------------------------------------ Amounts Due from Related Parties -------------------------------- March 31, June 30, 2002 2001 ----------- ----------- Long-term contracts accounted for under percentage-of-completion accounting Revenues recognized but unbilled Bekaert ECD Solar Systems $ 407,298 $ 1,229,324 Amounts billed Bekaert ECD Solar Systems 3,432,521 4,015,345 Retainages Bekaert ECD Solar Systems 4,497,954 1,622,266 ----------- ----------- Sub-total 8,337,773 6,866,935 Long-term contracts not accounted for under percentage-of-completion accounting Amounts earned which are billed in the subsequent month Bekaert ECD Solar Systems 130,000 130,000 Ovonic Media - 16,748 Texaco Ovonic Battery Systems 1,611,877 6,432,859 Texaco Ovonic Fuel Cell Company 1,000,739 932,323 Texaco Ovonic Hydrogen Systems 2,576,073 777,441 ----------- ----------- Sub-total 5,318,689 8,289,371 Amounts billed Texaco Ovonic Battery Systems 6,585,367 185,830 Amounts unbilled for other than long-term contracts Ovonyx 20,827 30,875 Texaco Ovonic Battery Systems - 20,714 ----------- ----------- Sub-total 20,827 51,589 Amounts billed for other than long-term contracts Bekaert ECD Solar Systems - 396,912 ChevronTexaco Technology Ventures 1,217,941 - Ovonyx 40,505 25,863 Texaco Ovonic Battery Systems 200,367 187,132 ----------- ----------- Sub-total 1,458,813 609,907 Note Receivable Bekaert ECD Solar Systems 4,493,166 - ----------- ----------- TOTAL $26,214,635 $16,003,632 =========== =========== Inventories ----------- Inventories of raw materials, work in process and finished goods for the manufacture of solar cells, metal hydride materials, battery packs and other products are valued at the lower of cost (moving average) or market. Cost elements included in inventory are materials, direct labor and manufacturing overhead. Cost of sales is removed from inventory based on actual costs of items shipped to customers. 12 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE A - Basis of Presentation (Continued) ------------------------------------------ Inventories for United Solar and Ovonic Battery are as follows: March 31, June 30, 2002 2001 ---------- ---------- Finished products $ 178,660 $ 109,500 Work in process 753,136 809,829 Raw materials 507,156 414,213 ---------- ---------- $1,438,952 $1,333,542 ========== ========== Long-Term Note Receivable ------------------------- In connection with Bekaert's investment in United Solar and Bekaert ECD Solar Systems, Bekaert ECD Solar Systems is required to pay ECD $12,000,000 no later than January 1, 2004. This noninterest-bearing note receivable was recorded on April 11, 2000 by ECD at a discounted value of $9,500,000 (using a discount rate of 6.3%). ECD is required to pay Canon Inc. of Japan (Canon) $12,000,000 no later than January 1, 2004 in connection with the acquisition of Canon's interest in United Solar (see Note D). Product Development, Patents and Technology ------------------------------------------- Product development and research costs are expensed as they are incurred and, as such, the Company's investments in its technologies and patents are recorded in its financial statements at zero regardless of their values. The technology investments are the bases by which the Company is able to enter into license and joint venture agreements. Product Sales ------------- Product sales include photovoltaics, metal hydride materials, revenues related to building of battery packs, and revenues related to machine-building contracts. Revenues related to machine-building contracts and sales related to other long-term contracts are recognized on the percentage-of-completion method of accounting using the costs incurred to date as a percentage of the total expected costs. All other product sales are recognized when the product is shipped. These products are shipped FOB shipping point. In certain cases, low sales volumes related to metal hydride materials combined with high fixed costs result in losses. Royalties --------- Most license agreements provide for the Company to receive royalties from the sale of products which utilize the licensed technology. Typically, the royalties are incremental to and distinct from the license fee and are recognized as revenue upon the sale of the respective licensed product. In several instances, the Company has received cash payments for nonrefundable advance royalty payments which are creditable against future royalties under the licenses. Advance royalty payments are deferred and recognized in revenues as the 13 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE A - Basis of Presentation (Continued) ------------------------------------------ creditable sales occur, the underlying agreement expires, or when the Company has demonstrable evidence that no additional royalties will be creditable and, accordingly, the earnings process is completed. In connection with a certain government contract, the Company may have to pay, as a recoupment to the government, a share of future license or royalty payments pertaining to certain patents. ECD has a royalty trust arrangement whereby the Company is obligated to pay a trust 25% of optical memory royalties received. Business Agreements ------------------- A substantial portion of revenues is derived through business agreements for the development and/or commercialization of products based upon the Company's proprietary technologies. The following describes two types of such agreements. The first type of business agreement relates to licensing these proprietary technologies. Licensing activities are tailored to provide each licensee with the right to use the Company's technology, most of which is patented, for a specific product application or, in some instances, for further exploration of new product applications of such technologies. The terms of such licenses, accordingly, are tailored to address a number of circumstances relating to the use of such technology which have been negotiated between the Company and the licensee. Such terms generally address whether the license will be exclusive or nonexclusive, whether the licensee is limited to very narrowly defined applications or to broader-based product manufacture or sale of products using such technologies, whether the license will provide royalties for products sold which employ such licensed technology and how such royalties will be measured, as well as other factors specific to each negotiated arrangement. In some cases, licenses relate directly to product development that the Company has undertaken pursuant to product development agreements; in other cases, they relate to product development and commercialization efforts of the licensee; and other agreements combine the efforts of the Company with those of the licensee. License agreement fees are generally recognized as revenue at the time the agreements are consummated, which is the completion of the earnings process. Typically, such fees are nonrefundable, do not obligate the Company to incur any future costs or require future performance by the Company, and are not related to future production or earnings of the licensee. License fees payable in installments are recorded at the present value of the amounts to be received, taking into account the collectibility of the license fee. In some instances, a portion of such license fees is contingent upon the commencement of production or other uncertainties. In these cases, license fee revenues are not recognized until commencement of production or the resolution of uncertainties. Generally, there are no current or future direct costs associated with license fees. 14 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE A - Basis of Presentation (Continued) ------------------------------------------ In the second type of agreement, product development agreements, the Company conducts specified product development projects related to one of its principal technology specializations for an agreed-upon fee. Some of these projects have stipulated performance criteria and deliverables whereas others require "best efforts" with no specified performance criteria. Revenues from product development agreements that contain specific performance criteria are recognized on a percentage-of-completion basis which matches the contract revenues to the costs incurred on a project based on the relationship of costs incurred to estimated total project costs. Revenues from product development agreements, where there are no specific performance terms, are recognized in amounts equal to the amounts expended on the programs. Generally, the agreed-upon fees for product development agreements contemplate reimbursing the Company for costs considered associated with project activities including expenses for direct product development and research, patents, operating, general and administrative expenses and depreciation. Accordingly, expenses related to product development agreements are recorded as cost of revenues from product development agreements. Overhead and General and Administrative Allocations --------------------------------------------------- The Company allocates overhead and general and administrative expenses to product development and research expenses and to cost of revenues from research and development agreements based on a percentage of direct labor costs. For cost of revenues from product development agreements, this allocation is limited to the amount of revenues, after direct expenses, under the applicable agreements. Overhead is allocated to cost of product sales through the application of overhead to inventory costs. Other Operating Revenues ------------------------ Other operating revenues consist principally of revenues related to services provided to certain related parties and third-party service revenue realized by certain of the Company's service departments, including the Production Technology and Machine Building Division and Central Analytical Laboratory. Revenues related to services are recognized upon completion of performance of the applicable service. Other Nonoperating Income ------------------------- Other nonoperating income-net consists of the amortization of deferred gains and rental income. 15 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE A - Basis of Presentation (Continued) ------------------------------------------ Stock Options ------------- The Company applies SFAS 123, Accounting for Stock-Based Compensation, for any stock options or awards granted to nonemployees of the Company. The amount of compensation cost is determined based upon the fair value of the options at the grant date and expense is amortized during the period over which the options vest. The Company applies APB 25, Accounting for Stock Issued to Employees, to its stock-based compensation awards to employees. These awards are granted at the fair market value on the grant date in accordance with the applicable plan. Accordingly, no compensation expense is recorded in connection with the Company's stock options granted to employees. 16 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE B - Product Sales, Royalties, Revenues from Product Development Agreements ------------------------------------------------------------------------------- and License and Other Agreements -------------------------------- The Company has product sales and business agreements with related parties and with third parties for which royalties and revenues are included in the consolidated statements of operations. A summary of all of the Company's revenues follows: Nine Months Ended March 31, -------------------------- 2002 2001 ----------- ----------- Product sales: Machine building $23,806,081 $ 6,400,998 Battery packs 315,645 746,433 Metal hydride materials 534,268 106,725 ----------- ----------- 24,655,994 7,254,156 Product sales - related parties: Photovoltaics 3,835,363 4,555,941 Machine building 3,667,003 2,218,409 Battery packs 19,488 108,694 Metal hydride materials 182,164 177,024 ----------- ----------- 7,704,018 7,060,068 ----------- ----------- Total product sales $32,360,012 $14,314,224 =========== =========== Royalties Battery technology $ 1,402,416 $ 2,299,349 Optical memory 64,588 104,978 ----------- ----------- 1,467,004 2,404,327 Royalties - related parties Microelectronics 16,809 - ----------- ----------- Total royalties $ 1,483,813 $ 2,404,327 =========== =========== Revenues from product development agreements: Photovoltaics $ 1,692,117 $ 2,063,813 Battery technology 2,804,721 1,694,487 Optical memory 172,695 504,752 Hydrogen 348,435 583,744 Clear coat 43,257 - ----------- ----------- 5,061,225 4,846,796 Revenues from product development agreements - related parties: Battery technology 12,154,477 810,869 Optical memory 1,355,332 1,835,473 Hydrogen 14,184,056 8,460,663 Fuel cells 6,829,144 6,152,887 ----------- ----------- 34,523,009 17,259,892 ----------- ----------- Total revenues from product development agreements $39,584,234 $22,106,688 =========== =========== License and other agreements: Battery technology $ - $ 2,800,000 =========== =========== 17 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE B - Product Sales, Royalties, Revenues from Product Development Agreements ------------------------------------------------------------------------------- and License and Other Agreements (Continued) -------------------------------------------- The following table presents revenues by country based on the location of the customer: Nine Months Ended March 31, --------------------------- 2002 2001 ------------ ------------ United States $44,040,011 $26,941,542 China 23,820,858 8,985,750 Mexico 3,835,363 4,555,941 Japan 1,355,847 2,134,019 Hong Kong 528,434 148,976 Germany 112,725 113,525 Netherlands - 40,000 Other countries 217 24,428 ----------- ----------- $73,693,455 $42,944,181 =========== =========== NOTE C - Nonrefundable Advance Royalties ---------------------------------------- At March 31, 2002 and June 30, 2001, the Company deferred recognition of revenue relating to nonrefundable advance royalty payments. Nonrefundable advance royalties consist of the following: March 31, June 30, 2002 2001 ---------- ---------- Battery $1,714,219 $1,819,416 Optical memory 1,982,294 1,999,072 ---------- ---------- $3,696,513 $3,818,488 ========== ========== Creditable royalties earned and recognized as revenue were: Periods Ended March 31, ----------------------- 2002 2001 ---------- ---------- Three months ended $ 22,504 $ 11,774 Nine months ended 121,975 27,665 There are no obligations in connection with any of the advance royalty agreements which require the Company to incur any additional costs. 18 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE D - Joint Ventures and Investments --------------------------------------- Joint Ventures -------------- United Solar/Bekaert ECD Solar Systems Immediately prior to the April 11, 2000 transaction described below, United Solar was owned 49.98% by ECD, 49.98% by Canon, and the remainder by a minority shareholder. United Solar repurchased the shares of the minority shareholder, bringing the ownership of United Solar for both ECD and Canon to 50%. On April 11, 2000, ECD and Bekaert entered into a strategic alliance in the field of photovoltaic (solar) products. The joint venture entails an investment in a new manufacturing plant with an annual capacity of 25 megawatts (MW), which has been designed and is being built by ECD, a sales and marketing expansion program, and the purchase of Canon's interest in United Solar for a total investment by Bekaert of $84,000,000. This transaction involved the following: o Bekaert invested $72,000,000 for 1,372,015 newly issued shares of United Solar stock and its 60% share of Bekaert ECD Solar Systems ($42,000,000 in cash and $30,000,000 in the form of a note, payable on an as-needed basis). o Bekaert ECD Solar Systems paid to ECD $12,000,000 in cash (paid at the closing of the transaction), and will pay to ECD $12,000,000 (to be paid no later than January 1, 2004). o ECD paid to Canon for all of Canon's shares in United Solar (1) $12,000,000 in cash, (2) a note, guaranteed by Bekaert, for $12,000,000 to be paid to Canon no later than January 1, 2004 and (3) 700,000 shares of ECD Common Stock. o United Solar invested $28,000,000 for its 40% interest in Bekaert ECD Solar Systems, consisting of (1) $23,056,000 in cash, (2) $5,000,000 in the form of a note, payable on an as-needed basis, but no later than April 11, 2003, and (3) the stock of United Solar de Mexico with a negative book value of $56,000. As a result of this transaction, United Solar is owned 81% by ECD and 19% by Bekaert. Bekaert ECD Solar Systems is owned 40% by United Solar and 60% by Bekaert. At the close of this transaction, ECD received a total of $7,000,000 from United Solar and Bekaert ECD Solar Systems. Of this amount, $5,000,000 was an advance on the 25MW machine-building order and $2,000,000 was a repayment by United Solar to ECD of previous loans made by ECD to United Solar. 19 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE D - Joint Ventures and Investments (Continued) --------------------------------------------------- Effective April 11, 2000, ECD has consolidated United Solar in ECD's financial statements. Prior to the transaction, United Solar's fiscal year end was December 31. United Solar's year end has been changed to June 30 to coincide with ECD's year end. ECD valued its acquisition of Canon's interest in United Solar at $13,214,630, which included the issuance of 700,000 shares of ECD Common Stock which was valued at $12,758,000 and the $456,630 carrying value of ECD's investment in United Solar on April 11, 2000. The acquisition, which resulted in ECD's ownership in United Solar increasing from 49.98% to 81%, has been recorded under the purchase method of accounting. The Company allocated the purchase price for this acquisition to the net assets of United Solar. The value of the net assets acquired exceeded the purchase price resulting in negative goodwill, which results in a reduction of consolidated expenses. The Company allocated this negative goodwill to reduce United Solar's long-term assets (capital equipment) and applicable depreciation expense. The resulting negative goodwill ($3,265,000) is being amortized over seven years on a straight-line basis. The Financial Accounting Standards Board (FASB) has issued SFAS 142, Goodwill and Other Intangible Assets. This will require the Company to recognize any unamortized negative goodwill as an extraordinary gain no later than July 1, 2002. The Company does not plan to implement this new standard before that date, but will continue to amortize negative goodwill through June 30, 2002 and will recognize the balance of approximately $2,216,000 as an extraordinary gain at July 1, 2002. The following sets forth certain financial data regarding Bekaert ECD Solar Systems that are derived from its financial statements. BEKAERT ECD SOLAR SYSTEMS LLC STATEMENT OF OPERATIONS ----------------------- Three Months Ended Nine Months Ended March 31, March 31, ------------------------- ------------------------- 2002 2001 2002 2001 ----------- ----------- ----------- ------------ (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenues $ 3,396,962 $ 2,257,375 $12,363,450 $ 4,984,161 Operating Expenses: Cost of Sales 4,356,608 3,217,147 14,180,773 6,557,243 General and Administrative 1,685,975 978,932 5,628,592 3,159,723 ----------- ----------- ----------- ----------- Total Expenses 6,042,583 4,196,079 19,809,365 9,716,966 Other Income (Expense) (624,745) (80,657) (1,708,522) 48,715 ----------- ----------- ----------- ----------- Net Loss $(3,270,366) $(2,019,361) $(9,154,437) $(4,684,090) =========== =========== =========== =========== 20 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE D - Joint Ventures and Investments (Continued) --------------------------------------------------- BEKAERT ECD SOLAR SYSTEMS LLC BALANCE SHEET ------------- March 31, June 30, 2002 2001 --------------------------- (Unaudited) Current Assets: Cash and Cash Equivalents $ 9,527,491 $ 10,726,490 Inventory 6,613,931 7,714,969 Other Current Assets 7,526,687 5,100,865 ------------ ------------ Total Current Assets 23,668,109 23,542,324 Property, Plant and Equipment (Net) 70,481,267 26,104,169 Other Assets 34,555,304 20,908,387 ------------ ------------ Total Assets $128,704,680 $ 70,554,880 ============ ============ Current Liabilities: Accounts and Notes Payable and Accrued Expenses $ 18,081,361 $ 14,602,720 ------------ ------------ Total Current Liabilities 18,081,361 14,602,720 Long-term Liabilities: Note Payable - ECD 10,751,014 10,256,110 Capital Lease Obligation 50,599,820 - ------------ ------------ Total Long-term Liabilities 61,350,834 10,256,110 Members' Equity 49,272,485 45,696,050 ------------ ------------ Total Liabilities and Members' Equity $128,704,680 $ 70,554,880 ============ ============ As of March 31, 2002, an investment of $4,493,166 previously made by United Solar in Bekaert ECD Solar Systems has been transferred to an interest-bearing notes payable to United Solar. The Company recorded revenues from Bekaert ECD Solar Systems of $2,701,000 and $7,502,000, respectively, for the three months and nine months ended March 31, 2002 and $2,671,000 and $6,774,000, respectively, for the three months and nine months ended March 31, 2001, representing revenues realized on ECD's machine-building contract with Bekaert ECD Solar Systems and United Solar's sales of product to Bekaert ECD Solar Systems. 21 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE D - Joint Ventures and Investments (Continued) --------------------------------------------------- Texaco Ovonic Battery Systems On July 17, 2001, TESI bought General Motors Corporation's interest in GM Ovonic, LLC. GM Ovonic had been formed in 1994 as a joint venture between Ovonic Battery and General Motors for the manufacture and commercialization of Ovonic NiMH batteries for electric, hybrid electric and fuel cell electric vehicles. As of June 30, 2001, General Motors had a 60% interest and Ovonic Battery had a 40% interest in this joint venture. Ovonic Battery contributed intellectual property, licenses, production processes, know-how, personnel and engineering services pertaining to Ovonic nickel metal hydride (NiMH) battery technology to the joint venture. The contribution of General Motors consisted of operating capital, plant, equipment and management personnel. GM Ovonic was renamed Texaco Ovonic Battery Systems LLC and is owned 50% by Ovonic Battery and 50% by TESI. The joint venture is increasing production capacity, engaging in market development activities and implementing an advanced product development program. These activities are being funded by TESI and include a contract from Texaco Ovonic Battery Systems to Ovonic Battery for advanced product development work. Ovonic Battery contributed additional technology to the joint venture to allow it to expand the application of Ovonic NiMH battery technology to include telecommunications and uninterruptible power supply (UPS). The Company recorded revenue from Texaco Ovonic Battery Systems of $3,927,000 and $12,155,000, respectively, for the three months and nine months ended March 31, 2002 for services performed on behalf of Texaco Ovonic Battery Systems (primarily for advanced product development work). The Company recorded revenues from Texaco Ovonic Battery of $46,000 and $188,000 for the three months and nine months ended March 31, 2002, for products sold to this joint venture. There are no financial statements currently available for Texaco Ovonic Battery Systems. Texaco Ovonic Battery Systems is in the developmental stage and, as such, has a history of operating losses. Texaco Ovonic Fuel Cell Company In September 2000, ECD and TESI formed Texaco Ovonic Fuel Cell Company LLC. TESI is funding initial product and market development, the primary use of which is to fund a contract from Texaco Ovonic Fuel Cell Company to ECD to further develop Ovonic(TM) regenerative fuel cell technology. The joint venture is owned 50% by TESI and 50% by ECD. ECD has contributed intellectual property and licenses. 22 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE D - Joint Ventures and Investments (Continued) --------------------------------------------------- The following sets forth certain financial data regarding Texaco Ovonic Fuel Cell Company that are derived from its financial statements. TEXACO OVONIC FUEL CELL COMPANY LLC STATEMENT OF OPERATIONS ----------------------- Three Months Ended Nine Months Inception (9/21/00) March 31, Ended March 31, Through March 31, ------------------------- --------------- ------------------ 2002 2001 2002 2001 ----------- ----------- ----------- ------------------ (Unaudited) (Unaudited) (Unaudited) (Unaudited) Expenses: Product Development - Paid or Payable to ECD $ 2,176,879 $ 2,424,638 $ 5,822,105 $ 5,138,886 Product Development - Paid or Payable to TESI 260,003 145,508 876,699 145,508 Depreciation Expense 146,056 - 339,613 - ----------- ----------- ----------- ----------- Total Expenses 2,582,938 2,570,146 7,038,417 5,284,394 ----------- ----------- ----------- ----------- Other Income: Dividend Income 2,276 17,179 5,296 22,160 ----------- ----------- ----------- ----------- Net Loss $(2,580,662) $(2,552,967) $(7,033,121) $(5,262,234) =========== =========== =========== =========== TEXACO OVONIC FUEL CELL COMPANY LLC BALANCE SHEET ------------- March 31, June 30, 2002 2001 --------------------------- (Unaudited) Current Assets: Cash $ 39,424 $ 9,599 Investments 48,493 121,452 ----------- ----------- Total Current Assets 87,917 131,051 Fixed Assets: Leasehold Improvements 1,257,339 674,797 Machinery and Other Equipment 1,427,630 976,466 Construction in Progress 212,772 308,759 ----------- ----------- Total Fixed Assets 2,897,741 1,960,022 Less Accumulated Depreciation (405,420) (65,806) ----------- ----------- Net Fixed Assets 2,492,321 1,894,216 ----------- ----------- Total Assets $ 2,580,238 $ 2,025,267 =========== =========== Current Liabilities: Amount Due ECD $ 931,303 $ 932,323 Amount Due TESI 300,496 311,384 ----------- ----------- Total Current Liabilities 1,231,799 1,243,707 Members' Equity: Capital Contributions 15,750,000 8,150,000 Cumulative Deficit (14,401,561) (7,368,440) ----------- ----------- Total Members' Equity 1,348,439 781,560 ----------- ----------- Total Liabilities and Members' Equity $ 2,580,238 $ 2,025,267 =========== =========== 23 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE D - Joint Ventures and Investments (Continued) --------------------------------------------------- The Company recorded revenues of $2,410,000 and $6,829,000 during the three months and nine months ended March 31, 2002, respectively, and $2,936,000 and $6,153,000 during the three months and nine months ended March 31, 2001, respectively, for services provided to this joint venture, primarily for advanced product development work. Texaco Ovonic Hydrogen Systems In October 2000, ECD and TESI formed Texaco Ovonic Hydrogen Systems LLC. TESI is funding initial product and market development, the primary use of which is to fund a contract from Texaco Ovonic Hydrogen Systems to ECD to further develop the Ovonic(TM) hydrogen storage technology. The joint venture is owned 50% by TESI and 50% by ECD. ECD has contributed intellectual property and licenses. The following sets forth certain financial data regarding Texaco Ovonic Hydrogen Systems that are derived from its financial statements. TEXACO OVONIC HYDROGEN SYSTEMS LLC STATEMENT OF OPERATIONS ----------------------- Three Months Ended Nine Months Inception (10/31/00) March 31, Ended March 31, Through March 31, ------------------------- --------------- ------------------- 2002 2001 2002 2001 ----------- ----------- ------------ ------------------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Expenses: Product Development - Paid or Payable to ECD $ 2,950,172 $ 3,284,289 $ 8,846,312 $ 7,120,209 Product Development - Paid or Payable to TESI 161,333 162,224 1,314,966 162,224 Depreciation Expense 215,617 - 417,597 - ----------- ----------- ------------ ----------- Total Expenses 3,327,122 3,446,513 10,578,875 7,282,433 ----------- ----------- ------------ ----------- Other Income: Dividend Income 20,330 19,127 25,988 24,640 ----------- ----------- ------------ ----------- Net Loss $(3,306,792) $(3,427,386) $(10,552,887) $(7,257,793) =========== =========== ============ =========== 24 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE D - Joint Ventures and Investments (Continued) --------------------------------------------------- TEXACO OVONIC HYDROGEN SYSTEMS LLC BALANCE SHEET ------------- March 31, June 30, 2002 2001 --------------------------- (Unaudited) Current Assets: Cash $ 3,376 $ 1,002 Investments 277,065 150,411 ----------- ----------- Total Current Assets 280,441 151,413 Fixed Assets: Leasehold Improvements 1,454,133 900,329 Machinery and Other Equipment 1,616,644 651,953 Construction in Progress 3,666,868 408,589 ----------- ----------- Total Fixed Assets 6,737,645 1,960,871 Less Accumulated Depreciation (489,281) (71,684) ----------- ----------- Net Fixed Assets 6,248,364 1,889,187 ----------- ----------- Total Assets $ 6,528,805 $ 2,040,600 =========== =========== Current Liabilities: Amount Due ECD $ 2,078,185 $ 777,441 Amount Due TESI 348,130 434,086 Deferred Revenue 26,304 - ----------- ----------- Total Current Liabilities 2,452,619 1,211,527 Members' Equity: Capital Contributions 25,127,000 11,327,000 Cumulative Deficit (21,050,814) (10,497,927) ----------- ----------- Total Members' Equity 4,076,186 829,073 ----------- ----------- Total Liabilities and Members' Equity $ 6,528,805 $ 2,040,600 =========== =========== The Company recorded revenues of $5,825,000 and $14,121,000 for the three months and nine months ended March 31, 2002, respectively, and $3,888,000 and $8,461,000 for the three months and nine months ended March 31, 2001, respectively, for services provided to this joint venture, primarily for market development and advanced product development work. Ovonyx In January 1999, ECD and Mr. Tyler Lowrey, the former vice chairman and chief technology officer of Micron Technology, Inc., formed a strategic alliance (Ovonyx, Inc.) to commercialize ECD's Ovonic Unified Memory (the corporation was formed on June 23, 1999, and was initially owned 50% by ECD with the balance owned by Mr. Lowrey and an affiliate of his). In February 2000, Ovonyx formed a strategic alliance with Intel Corporation pursuant to which Intel Capital, and other investors, made an equity investment in Ovonyx. Additionally, 25 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE D - Joint Ventures and Investments (Continued) --------------------------------------------------- Ovonyx granted Intel a nonexclusive royalty-bearing license and began a joint development program with Intel utilizing one of Intel's wafer fabrication facilities. Presently, ECD owns 41.7% of Ovonyx, Mr. Lowrey and his affiliate own 41.7% of Ovonyx, and Intel and other investors own the remainder. ECD has contributed intellectual property and licenses for its interest in Ovonyx. The Company recorded revenues from Ovonyx of $71,000 (reflecting an adjustment of prior revenues recognized) and $155,000, respectively, for the three months and nine months ended March 31, 2002, and $87,000 and $299,000 for the three months and nine months ended March 31, 2001, representing services performed for its operations which commenced on January 15, 1999. Innovative Transportation Systems Innovative Transportation Systems, a German company formed to manufacture battery-driven electric, hybrid electric and fuel cell electric vehicles, was initially capitalized with a minor amount of cash and a contribution of 625,000 shares of Unique Mobility, Inc. Common Stock. At the inception of Innovative Transportation Systems, ECD's interest was 5.7%. ECD's interest increased to 30% as of March 8, 2001 as a result of additional investments. As of March 8, 2001, ECD is using the equity method to account for its investment in Innovative Transportation Systems. In October 2001, Texaco Ovonic Battery Systems invested $4,000,000 in Innovative Transportation Systems for an 8% investment, reducing ECD's direct ownership to 26%. There are no financial statements currently available for Innovative Transportation Systems. Innovative Transportation Systems is in its developmental stage and, as such, has a history of operating losses. Ovonic Media In March 2000, ECD and GE formed a strategic alliance, the first activity of which resulted in the creation of a joint venture, Ovonic Media, LLC. This joint venture is owned 51% by GE through its GE Plastics business unit and 49% by ECD. ECD has contributed intellectual property and licenses and contributed other assets in the form of tangible personal property to the joint venture. GE will make cash and other contributions to the joint venture. The Company recorded revenues from Ovonic Media of $514,000 and $1,355,000, respectively, for the three months and nine months ended March 31, 2002, and $393,000 and $1,835,000, respectively, for the three months and nine months ended March 31, 2001, for services provided to this joint venture for advanced product development work. 26 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE D - Joint Ventures and Investments (Continued) --------------------------------------------------- The following sets forth certain financial data regarding Ovonic Media that are derived from its financial statements. OVONIC MEDIA, LLC STATEMENT OF OPERATIONS ----------------------- Three Months Ended Nine Months Ended March 31, March 31, ------------------------- ------------------------- 2002 2001 2002 2001 ----------- ----------- ----------- ------------ (Unaudited) (Unaudited) (Unaudited) (Unaudited) Operating Expenses: Product Development $ 463,168 $ 382,707 $ 1,250,549 $ 1,208,666 General and Administrative 75,000 100,820 217,289 302,468 ---------- ---------- ----------- ----------- Total Expenses 538,168 483,527 1,467,838 1,511,134 ---------- ---------- ----------- ----------- Loss From Operations (538,168) (483,527) (1,467,838) (1,511,134) Interest Expense - (1,485) - (6,584) ---------- ---------- ----------- ----------- Net Loss $ (538,168) $ (485,012) $(1,467,838) $(1,517,718) ========== ========== =========== =========== OVONIC MEDIA, LLC BALANCE SHEET ------------- March 31, June 30, 2002 2001 --------------------------- (Unaudited) Current Assets: Advances to ECD $ 203,041 $ - ----------- ----------- Total Current Assets 203,041 - Property, Plant and Equipment (Net) 457,117 569,579 ----------- ----------- Total Assets $ 660,158 $ 569,579 =========== =========== Current Liabilities: Accounts Payable to ECD $ - $ 17,341 ----------- ----------- Total Liabilities - 17,341 Members' Equity: Capital Contributions 4,656,342 3,080,584 Cumulative Deficit (3,996,184) (2,528,346) ----------- ----------- Total Members' Equity 660,158 552,238 ----------- ----------- Total Liabilities and Members' Equity $ 660,158 $ 569,579 =========== =========== 27 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE D - Joint Ventures and Investments (Continued) --------------------------------------------------- Investment in EV Global and Rare Earth Ovonic In February 1998, ECD and EV Global, a Lee Iacocca company, entered into a Stock Purchase Agreement which provided for the transfer to EV Global of 146,924 shares of ECD Common Stock and warrants to purchase 133,658 shares of ECD Common Stock. The agreement also provided for the transfer to ECD of 250,000 shares of EV Global Common Stock and 129,241 shares of Unique Mobility Common Stock. Pursuant to the terms of the warrant agreement, EV Global elected to exchange, in March 2000, the warrants for 49,888 shares of ECD Common Stock. ECD's interest in EV Global is less than 1%. During the year ended June 30, 2000, ECD and Ovonic Battery signed an agreement with Rare Earth High-Tech of Inner Mongolia, China. The agreement called for the creation of joint ventures for manufacturing and licensing of advanced NiMH battery technology, hydrogen storage alloy powders, advanced Ovonic nickel hydroxide materials and production equipment, all for battery applications for NiMH batteries. As of March 31, 2002, three of the contemplated five joint ventures have been started. ECD and Ovonic Battery initially contributed technology for their 19% interest in each of these joint ventures. On February 22, 2002, ECD and Ovonic Battery made a proportionate $1,710,000 cash investment in the Rare Earth Ovonic joint ventures and maintained their 19% interest in these entities. All of these joint ventures are being accounted for using the cost method of accounting. Ovonic Battery has three contracts totaling $63,600,000 to supply equipment and technology to its Rare Earth Ovonic joint ventures in China. To ensure payments from China, Ovonic Battery has received Letters of Credit totaling $50,458,000 from the Bank of Communications of Baotou, China, and has received payment guarantees from LaSalle Bank that cover all risks of nonpayment or dishonor of these Letters of Credit, including and not limited to, nonpayment due to force majeure, acts of war, or other political or economic events. As of March 31, 2002, Ovonic Battery has received payments totaling $25,076,000 under the three contracts, $9,171,000 for amounts not covered by Letters of Credit and $15,905,000 for amounts covered by Letters of Credit. There are currently no outstanding amounts where payments are past due. The Company recorded revenues from Rare Earth of $7,137,000 and $23,802,000, respectively, for the three and nine months ended March 31, 2002 and $4,119,000 and $8,736,000, respectively, for the three and nine months ended March 31, 2001. Sovlux and Sovlux Battery In 1990, ECD formed Sovlux Co., Ltd., a joint venture to manufacture ECD's photovoltaic products in the countries of the former Soviet Union. Sovlux is owned 50% by ECD and 50% by the State Research and Production Enterprise Kvant and enterprises of the Russian Ministry of Atomic Energy (Minatom). Sovlux has not been able to continue production of photovoltaic products due to economic conditions in Russia. 28 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE D - Joint Ventures and Investments (Continued) --------------------------------------------------- In 1998, ECD formed Sovlux Battery to produce NiMH batteries and components for sale to Ovonic Battery and its licensees. Sovlux Battery is owned 50% by ECD and 50% by the Chepetsky Mechanical Plant (Chepetsky), an enterprise of Minatom. ECD's contribution to the ventures consists solely of technology. There are no financial statements currently available for Sovlux or Sovlux Battery. Sovlux and Sovlux Battery are in their developmental stage and, as such, have a history of operating losses. NOTE E - Net Loss Per Share --------------------------- Basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. ECD uses the treasury stock method to calculate diluted earnings per share. Potential dilution exists from stock options and warrants. Weighted average number of shares outstanding and basic and diluted earnings per share for the three months and nine months ended March 31 are computed as follows: Three Months Ended Nine Months Ended March 31, March 31, -------------------------- -------------------------- 2002 2001 2002 2001 ------------ ------------ ------------ ------------ (Unaudited) (Unaudited) (Unaudited) (Unaudited) Weighted average number of shares Outstanding 21,891,189 19,548,401 21,580,726 19,250,024 Net loss $(5,014,616) $(4,271,569) $(12,096,418) $(6,732,701) BASIC NET LOSS PER SHARE $ (.23) $ (.22) $ (.56) $ (.35) =========== =========== ============ =========== Weighted average number of shares outstanding 21,891,189 19,548,401 21,580,726 19,250,024 Weighted average shares for dilutive securities - - - - ----------- ----------- ------------ ----------- Average number of shares outstanding and potential dilutive shares 21,891,189 19,548,401 21,580,726 19,250,024 Net loss $(5,014,616) $(4,271,569) $(12,096,418) $(6,732,701) DILUTED LOSS PER SHARE $ (.23) $ (.22) $ (.56) $ (.35) =========== =========== ============ =========== Due to the Company's net losses, the weighted average shares of potential dilutive securities for 2002 of 777,457 (three months) and 789,298 (nine months) and for 2001 of 1,777,033 (three months) and 1,952,611 (nine months) were excluded from the calculations of diluted loss per share as inclusion of these securities would have been antidilutive to the net loss per share. Additional securities for 2002 of 65,113 (three months) and 64,453 (nine months) and zero (both periods) for 2001 were excluded from the calculations of the weighted average shares due to their antidilutive effect to the net loss per share because of the relationship between the exercise prices and the average market price of ECD's Common Stock during these periods. 29 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE F - Business Segments -------------------------- The Company has three business segments: its subsidiaries, Ovonic Battery and United Solar, and the parent company, ECD. Ovonic Battery is involved in developing and commercializing battery technology. United Solar is involved in manufacturing, developing and commercializing photovoltaic technology. ECD is involved in microelectronics, fuel cell and hydrogen storage technologies, machine building and photovoltaics. Some general corporate expenses have been allocated to Ovonic Battery. The Company's operations by business segment were as follows: Financial Data by Business Segment ---------------------------------- (in thousands) Consolidating ECD Ovonic Battery United Solar Entries Consolidated ----------- -------------- ------------ ------------- ------------ Revenues Three months ended March 31, 2002 $ 15,014 $ 12,707 $ 1,438 $ (4,669) $ 24,490 March 31, 2001 13,865 6,779 2,064 (4,986) 17,722 Nine months ended March 31, 2002 $ 53,062 $ 41,220 $ 4,717 $(25,306) $ 73,693 March 31, 2001 30,891 15,998 5,906 (9,851) 42,944 Interest Income Three months ended March 31, 2002 $ 1,158 $ - $ 72 $ - $ 1,230 March 31, 2001 1,472 - 5 - 1,477 Nine months ended March 31, 2002 $ 3,729 $ - $ 227 $ - $ 3,956 March 31, 2001 4,619 - 45 - 4,664 Interest Expense* Three months ended March 31, 2002 $ - $ 26 $ 119 $ - $ 145 March 31, 2001 10 44 130 - 184 Nine months ended March 31, 2002 $ - $ 91 $ 363 $ - $ 454 March 31, 2001 12 181 423 - 616 30 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE F - Business Segments (Continued) -------------------------------------- Consolidating ECD Ovonic Battery United Solar Entries Consolidated ----------- -------------- ------------ ------------- ------------ Operating Income (Loss) Three months ended March 31, 2002 $ (5,489) $ (1,159) $ (1,493) $ 2,405 $ (5,736) March 31, 2001 (747) (4,604) (311) 682 (4,980) Nine months ended March 31, 2002 $ (8,991) $ (5,307) $ (3,687) $ 3,350 $(14,635) March 31, 2001 530 (10,117) (1,400) 875 (10,112) Equity in Net Loss of Investees Under Equity Method Three months ended March 31, 2002 $ (200) $ - $ (1,057) $ 125 $ (1,132) March 31, 2001 - - (835) 94 (741) Nine months ended March 31, 2002 $ (454) $ - $ (2,864) $ 375 $ (2,943) March 31, 2001 - - (1,909) 365 (1,544) Depreciation and Amortization Expense Nine months ended March 31, 2002 $ 696 $ 858 $ 1,310 $ (1,225) $ 1,639 March 31, 2001 656 1,136 1,283 (1,267) 1,808 Capital Expenditures Nine months ended March 31, 2002 $ 4,042 $ 151 $ 130 $ - $ 4,323 March 31, 2001 697 32 554 - 1,283 Investments in Equity Method Investees March 31, 2002 $ 3,547 $ - $ 22,349 $ (4,139) $ 21,757 March 31, 2001 4,049 - 25,739 (5,587) 24,201 Identifiable Assets March 31, 2002 $152,783 $ 33,486 $ 33,649 $(24,601) $195,317 March 31, 2001 131,983 13,961 41,850 (27,039) 160,755 -------------------- * Excludes intercompany interest 31 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE G - Commitments -------------------- On February 12, 2001, ECD signed an agreement with the landlord of the Bekaert ECD Solar Systems' new facility in Auburn Hills, Michigan, guaranteeing 50% of the rent obligation ($3,015,000) of Bekaert ECD Solar Systems due for the first five years of the term of this lease agreement. ECD's maximum exposure and liability under this guaranty is reduced by 50% of monthly rental installments paid. In addition, Bekaert has guaranteed this rent obligation to the same extent as ECD. In December 2001, Bekaert ECD Solar Systems and LaSalle National Leasing Corporation entered into a $40 million sale-and-leaseback transaction. Bekaert ECD Solar Systems' 25MW machinery and equipment are being sold to LaSalle and leased back for a period of seven years. In connection with this transaction, ECD and Bekaert have severally guaranteed Bekaert ECD Solar Systems' lease payments for two years after the final draw down of the principal amount and ECD has pledged $25 million of its short-term investments to secure its portion of the guarantee. The Company, at its sole election, can replace the investments with $20 million of money market funds to meet the security requirement. After the first two-year period has expired, ECD and Bekaert will guarantee the remaining payments on a joint and several basis for the remaining term of the lease and ECD will no longer be required to pledge the $20 million in short-term investments. Note H - Contingent Liabilities ------------------------------- The Company's contracts with the U.S. government and its agencies are subject to the audits by the Defense Contract Audit Agency (DCAA). DCAA is in the process of auditing the Company's indirect rates, including its methodology of computing these rates, for the year ended June 30, 1999. In its draft report, DCAA has questioned the allowability, and the allocability, of certain costs. In addition, DCAA has stated that there could be penalties imposed. The Company, together with its government consultants, is in the process of discussing each of these items in detail with DCAA. Management believes that some of these DCAA assertions are without merit. It is not possible to estimate the effect of the resolution of all of the issues, but management believes the range of additional cost to be from zero dollars to $2,200,000. 32 Item 2. Management's Discussion and Analysis of Financial Condition and ------- --------------------------------------------------------------- Results of Operations --------------------- The following discussion should be read in conjunction with the accompanying Quarterly Financial Information and Notes thereto and the Company's Annual Report on Form 10-K for the year ended June 30, 2001 and is qualified in its entirety by the foregoing. The results of operations for the three months and nine months ended March 31, 2002 are not necessarily indicative of results to be expected in future periods. CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This Quarterly Report on Form 10-Q contains forward-looking statements about our financial condition, results of operations, plans, objectives, future performance and business. In addition, from time to time we and our representatives have made or may make forward-looking statements orally or in writing. The words "may," "will," "believes," "expects," "intends," "anticipates," "estimates," and similar expressions have been used in this Quarterly Report to identify forward-looking statements. We have based these forward-looking statements on our current expectations with respect to future events and occurrences. Investors are cautioned that our actual results in the future may differ materially from the expected results reflected in our forward-looking statements. The expected results reflected in our forward-looking statements are subject to various significant risks and uncertainties, including the following: o we may be unable to continue to protect and maintain the proprietary nature of our technology, or to convince others of the necessity of licensing our technology without litigation; o other companies may be successful in asserting patent infringement or other claims against us which prevent us from commercializing products based on our technology or which force us to make royalty or other payments to competitors; o other companies may develop competing technologies which cause our technology to become obsolete or noncompetitive; o our licensees and joint venture partners may be unwilling or unable to meet their commitments or devote their financial resources and manufacturing and marketing capabilities to commercialize products based on our technologies; o we may be unable to successfully execute our internal business plans; o we may need to obtain additional debt or equity financing to continue to operate our business and financing may be unavailable or available only on disadvantageous terms; 33 o we may experience performance problems with key suppliers or subcontractors; o adverse changes may occur in general economic conditions or in political or competitive forces affecting our business; o competition may increase in our industry or markets; o our government product development or research contracts may be terminated by unilateral government action or we may be unsuccessful in obtaining new government contracts to replace those which have been terminated or completed; o we may become subject to legal or regulatory proceedings which may reach unfavorable resolutions; o there may be adverse changes in the securities markets which affect the price of our stock; or o we may suffer the loss of key personnel or may be unable to attract and retain qualified personnel to maintain and expand our business. There is also the risk that we incorrectly analyze these risks or that strategies we develop to address them are unsuccessful. These forward-looking statements speak only as of the date of this Quarterly Report. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified in their entirety by the cautionary statements in this section. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. We are not obligated to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Results of Operations Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001 ------------------------------------------------------------------------------- The Company had a net loss of $5,015,000 on revenues of $24,490,000 in the three months ended March 31, 2002 compared to a net loss of $4,272,000 on revenues of $17,722,000 for the three months ended March 31, 2001. The $743,000 increase in the net loss resulted primarily from an increase of $643,000 in the net cost of product development, reduced royalties of $271,000, reduced other revenues of $427,000, increased patent defense expenses of $175,000 (net) to protect the Company's intellectual property, partially offset by reduced administrative ($395,000) (net) and patent ($230,000) expenses, and improved margins on product sales ($133,000). The increased loss resulted from an operating loss of $3,084,000 in 2002 for the ECD segment (net of consolidating entries) versus an operating loss of $65,000 in 2001 primarily due to higher net cost of product development, a $1,182,000 increased operating loss for United Solar (operating loss of $1,493,000 in 2002 versus operating loss of $311,000 in 2001), offset by a $3,445,000 decreased operating loss for Ovonic Battery (operating loss of 34 $1,159,000 in 2002 versus operating loss of $4,604,000 in 2001), primarily resulting from a profitable machine-building contract and higher revenue from product development agreements. The Company has continued to invest to further advance its technologies. These investments in its technologies have led to strategic alliances with ChevronTexaco, Bekaert, Intel, General Electric and China's Rare Earth High-Tech Co., Ltd. of Baotou Steel Company. According to Generally Accepted Accounting Principles as practiced in the United States (GAAP), the investments the Company makes in its technologies are expensed as research and development expense in the periods in which they are incurred and the value of these technologies are not carried as assets in the Company's balance sheet. Current product development programs include work on the Ovonic Cognitive Computer, a unique approach to computing with a single thin-film device in the sub-micron range that incorporates memory, logic and computing using higher, non-binary, base arithmetic and has built-in neurosynaptic learning ability. Another current project is the conversion of an automobile to a hybrid electric vehicle with an internal combustion engine fueled by hydrogen (Hydrogen ICE) coupled with an Ovonic NiMH Battery System to demonstrate driving performances similar to a conventionally fueled gasoline vehicle, but with superior fuel economy and virtually no exhaust emission. Such a vehicle could be a transition phase to the hydrogen economy and fuel-cell-powered vehicles. Expenses related to metal hydride materials production and the ongoing protection of the Company's intellectual property also contributed to the 2002 losses. Partially offsetting the loss from operations in the three months ended March 31, 2002 was other income (net) of $722,000 compared to other income (net) of $709,000 in the prior year. The increase in consolidated revenues primarily resulted from higher product sales ($2,671,000) and higher revenues from product development agreements ($4,795,000), partially offset by lower royalties ($271,000). The $5,928,000 increase in Ovonic Battery's revenues was primarily due to higher machine-building sales to Rare Earth Ovonic ($7,137,000 in 2002 versus $4,119,000 in 2001) and increased revenues from product development agreements ($4,955,000 in 2002 versus $1,142,000 in 2001), as work was begun on the advanced product development agreement for Texaco Ovonic Battery Systems. The ECD segment's revenues, net of consolidating entries, increased to $10,345,000 in 2002 from $8,879,000 in 2001 due to increased revenues from product development agreements, primarily resulting from the advanced product development agreements with Texaco Ovonic Hydrogen Systems and Texaco Ovonic Fuel Cell Company, and increased machine-building sales to Bekaert ECD Solar Systems to build manufacturing equipment to make solar panels capable of producing 25MW of electrical power on an annual basis. United Solar's 2002 revenues decreased to $1,438,000 in 2002 versus $2,064,000 in 2001 because of lower sales prices for products sold to Bekaert ECD Solar Systems. Product sales, consisting of machine building, photovoltaic products, metal hydride materials and battery packs, increased 36% to $10,024,000 in the three months ended March 31, 2002 from $7,354,000 in the three months ended March 31, 2001. Machine-building revenues increased 67% to $8,706,000 in 2002 from $5,205,000 in 2001. The increase in machine-building revenues in 2002 relates primarily to Ovonic Battery's contracts with Rare Earth Ovonic to provide battery-making equipment ($7,137,000 in 2002 compared to $4,119,000 in 2001) and ECD's contract with Bekaert ECD Solar Systems to design and build 35 equipment making solar products capable of producing annually 25MW of electrical power ($1,564,000 in 2002 compared to $1,084,000 in 2001). All machine-building contracts are accounted for using percentage-of-completion accounting. Photovoltaic sales, which are sales of semi-finished products to an affiliate, Bekaert ECD Solar Systems, were $1,137,000 for 2002 and $1,586,000 for 2001 (see Note D). Sales of metal hydride materials were $105,000 in 2002 compared to $156,000 in 2001. The Company currently has a product sales backlog of $23,566,000, $8,842,000 of which is expected to be recognized as revenues in Fiscal 2002. Royalties decreased 37% to $459,000 in the three months ended March 31, 2002 from $730,000 in the three months ended March 31, 2001. Lower royalties reflect increased production efficiencies of the Company's licensees, which have resulted in lower prices as licensees move aggressively to increase market share and unfavorable exchange rates. Revenues from product development agreements increased 52% to $14,040,000 in the three months ended March 31, 2002 from $9,245,000 in the three months ended March 31, 2001. The increase was primarily a result of agreements with Texaco Ovonic Hydrogen Systems ($5,825,000 for 2002 compared to $3,888,000 for 2001), Texaco Ovonic Battery Systems ($3,927,000 for 2002 compared to zero in 2001) for advanced product development services, and Ovonic Media ($514,000 in 2002 versus $393,000 in 2001), partially offset by a reduction in revenues from Texaco Ovonic Fuel Cell Company ($2,410,000 for 2002 compared to $2,936,000 for 2001). Other revenues are primarily related to personnel, facilities and miscellaneous administrative and laboratory services provided to some of the Company's joint ventures. Other revenues decreased to a $34,000 negative revenue in the three months ended March 31, 2002 from a $393,000 revenue in the three months ended March 31, 2001. This decrease was due to reduction in revenues from Texaco Ovonic Battery Systems (formerly GM Ovonic) ($4,000 in 2002 versus $252,000 in 2001). Revenues from Texaco Ovonic Battery Systems were lower as it now performs services previously provided by Ovonic Battery. Revenues from Ovonyx were affected by a $142,000 credit reflecting an adjustment in revenues previously recognized. The $2,537,000 increase in cost of product sales in the three months ended March 31, 2002 was consistent with the $2,671,000 increase in product sales and resulted in a $171,000 gross profit on product sales in 2002, compared to $37,000 in 2001. The improvement primarily results from machine-building contracts with positive margins. Partially offsetting the profitability of the machine-building contracts is the continued loss on the sales of metal hydride materials and the maintenance of Ovonic Battery's production capacity to produce hydride powders to meet the future needs of Texaco Ovonic Battery Systems and Texaco Ovonic Hydrogen Systems. Low sales volumes for metal hydride materials, combined with high fixed costs, result in the loss on product sales for these products. Revenues from product development agreements continued to fund more than 75% of the Company's cost of product development. While the total cost of product development increased by $5,438,000 for the three months ended March 31, 2002, compared to the prior year, revenues increased by $4,795,000 resulting in a net increase of $643,000 in cost of product development. 36 Three Months Ended March 31, --------------------------- 2002 2001 ------------ ------------ Cost of revenues from product development agreements $14,286,000 $ 8,977,000 Product development and research 3,616,000 3,487,000 ----------- ----------- Total cost of product development 17,902,000 12,464,000 Revenues from product development agreements 14,040,000 9,245,000 ----------- ----------- Net cost of product development $ 3,862,000 $ 3,219,000 =========== =========== The expenditures continued the development of the Company's core technologies in energy storage, energy generation and information technology. Expenses were incurred in 2002 and 2001 in connection with the protection of the Company's United States and foreign patents covering its proprietary technologies. Total patent expenses decreased to $770,000 in the three months ended March 31, 2002 from $825,000 in the three months ended March 31, 2001, principally due to reduced patent expenses in 2002, partially offset by increased litigation costs (net) ($368,000 in 2002 versus $194,000 in 2001) for the protection of the Company's NiMH battery patents and technology. ChevronTexaco has agreed to reimburse the Company for 50% of the litigation expenses beginning in fiscal 2002. This reimbursement ($689,000) has been offset against the patent defense costs for the three months ended March 31, 2002. In March 2001, Ovonic Battery filed suit against Matsushita Battery Industrial Co., Ltd., Toyota Motor Corporation, Panasonic EV Energy Co., Ltd. and several related entities for infringement of patents held by Ovonic Battery. Operating, general and administrative expenses are allocated to product development and research expenses and to cost of revenues from research and development agreements based on a percentage of direct labor costs. For cost of revenues from product development agreements, this allocation is limited to the amount of revenues, after direct expenses, under the applicable agreements. The decrease in operating, general and administrative expenses (net) from $2,097,000 in the three months ended March 31, 2001 to $1,702,000 in the three months ended March 31, 2002 was due primarily to increased allocations of expenses to product development and research expenses and to cost of revenues from product development agreements ($1,883,000), partially offset by increased spending ($1,487,000) as a result of selling expenses associated with machine-building contracts, personnel additions and other expenses associated with the Company's growth. 37 The following is a summary of the gross operating, general and administrative expenses and the aforementioned allocations: Three Months Ended March 31, --------------------------- 2002 2001 ------------ ------------ Gross Expenses $ 6,517,717 $ 5,030,569 Less - allocations to product development and research (2,192,703) (596,383) - allocations to cost of revenues from product development agreements (2,506,515) (2,220,244) - amortization of negative goodwill (116,609) (116,609) ----------- ----------- Remaining Expenses $ 1,701,890 $ 2,097,333 =========== =========== The $13,000 increase in other income (net) ($722,000 income in 2002 compared to $709,000 income in 2001) resulted primarily from gains realized on the sales of investments ($180,000 in 2002 compared to losses of $66,000 in 2001), partially offset by lower interest income ($1,230,000 in 2002 compared to $1,477,000 in 2001) because of lower interest rates on the Company's investments and from higher equity losses attributed to losses at Bekaert ECD Solar Systems ($932,000 in 2002 compared to $741,000 in 2001) and Innovative Transportation Systems ($200,000 in 2002 versus zero in 2001). The Company does business in many different parts of the world and its royalty revenues are affected by changes in foreign currencies and their exchange rates relative to the U.S. dollar. However, the vast majority of the Company's business agreements are denominated in U.S. dollars and, as such, the Company has minimized its exposure to currency rate fluctuations. Nine Months Ended March 31, 2002 Compared to Nine Months Ended March 31, 2001 ----------------------------------------------------------------------------- The Company had a net loss of $12,096,000 on revenues of $73,693,000 in the nine months ended March 31, 2002 compared to a net loss of $6,733,000 on revenues of $42,944,000 for the nine months ended March 31, 2001. The $5,363,000 increase in the net loss resulted primarily from reduced license revenues of $2,800,000, increased patent defense expenses (net) of $1,177,000 to protect the Company's intellectual property, reduced royalties of $921,000, reduced other revenues of $1,053,000, an increase of $313,000 in the net cost of product development, and reduced interest income ($708,000), partially offset by improved margins on product sales ($1,315,000) and improved other non-operating income ($544,000). The increased loss resulted from an operating loss of $5,641,000 in 2002 for the ECD segment (net of consolidating entries) versus operating income of $1,405,000 in 2001, primarily due to higher net cost of product development, and an increased operating loss of $2,287,000 for United Solar (operating loss of $3,687,000 in 2002 versus operating loss of $1,400,000 in 2001) primarily due to costs associated with the increased production capacity and the move to the new Auburn Hills facility, partially offset by a $4,810,000 decreased operating loss for Ovonic Battery (operating loss of $5,307,000 in 2002 versus operating loss of $10,117,000 in 2001), primarily resulting from a profitable machine-building contract and higher revenue from product development agreements. 38 The Company has continued to invest to further advance its technologies. These investments in its technologies have led to strategic alliances with ChevronTexaco, Bekaert, Intel, General Electric and China's Rare Earth High-Tech Co., Ltd. of Baotou Steel Company. According to Generally Accepted Accounting Principles as practiced in the United States (GAAP), the investments the Company makes in its technologies are expensed as research and development expense in the periods in which they are incurred and the value of these technologies are not carried as assets in the Company's balance sheet. Current product development programs include work on the Ovonic Cognitive Computer, a unique approach to computing with a single thin-film device in the sub-micron range that incorporates memory, logic and computing using higher, non-binary, base arithmetic and has built-in neurosynaptic learning ability. Another current project is the conversion of an automobile to a hybrid electric vehicle with an internal combustion engine fueled by hydrogen (Hydrogen ICE) coupled with an Ovonic NiMH Battery System to demonstrate driving performances similar to a conventionally fueled gasoline vehicle, but with superior fuel economy and virtually no exhaust emission. Such a vehicle could be a transition phase to the hydrogen economy and fuel-cell-powered vehicles. Expenses related to metal hydride materials production and the ongoing protection of the Company's intellectual property also contributed to the 2002 losses. Partially offsetting the loss from operations in the nine months ended March 31, 2002 was other income (net) of $2,539,000 compared to other income (net) of $3,379,000 in the prior year. The increase in consolidated revenues primarily resulted from higher product sales ($18,046,000) and higher revenues from product development agreements ($17,478,000), partially offset by lower royalties ($921,000) and license and other agreements (zero in 2002 and $2,800,000 in 2001). The ECD segment's revenues, net of consolidating entries, increased to $27,756,000 in 2002 from $21,040,000 in 2001 due to increased revenues of $5,704,000 from product development agreements, primarily resulting from the advanced product development agreements with Texaco Ovonic Hydrogen Systems and Texaco Ovonic Fuel Cell Company and due to machine-building sales to Bekaert ECD Solar Systems to build manufacturing equipment to make solar products capable of producing 25MW of electrical power on an annual basis. The $25,222,000 increase in Ovonic Battery's revenues was primarily due to higher machine-building sales to Rare Earth Ovonic ($23,802,000 in 2002 versus $6,236,000 in 2001), increased revenues from product development agreements ($14,959,000 in 2002 versus $2,505,000 in 2001), as work was begun on the advanced product development agreement for Texaco Ovonic Battery Systems, partially offset by decreased revenues from license and other agreements (zero in 2002 versus $2,800,000 in 2001). United Solar's 2002 revenues decreased to $4,717,000 in 2002 versus $5,906,000 in 2001 because of lower sales prices for products sold to Bekaert ECD Solar Systems. Product sales, consisting of machine building, photovoltaic products, metal hydride materials and battery packs, increased 126% to $32,360,000 in the nine months ended March 31, 2002 from $14,314,000 in the nine months ended March 31, 2001. Machine-building revenues increased 219% to $27,473,000 in 2002 from $8,619,000 in 2001. The increase in machine-building revenues in 2002 relates primarily to Ovonic Battery's contracts with Rare Earth Ovonic to provide battery-making equipment ($23,802,000 in 2002 compared to $6,236,000 in 2001) and ECD's contract with Bekaert ECD Solar Systems to design and build equipment making solar products capable of producing annually 25MW of electrical power ($3,667,000 in 2002 compared to $2,218,000 in 2001). All machine-building contracts are 39 accounted for using percentage-of-completion accounting. Photovoltaic sales, which are sales of semi-finished products to an affiliate, Bekaert ECD Solar Systems, were $4,556,000 for 2001 and $3,835,000 for 2002 (see Note D). Sales of metal hydride materials were $716,000 in 2002 compared to $284,000 in 2001. The Company currently has a product sales backlog of $23,566,000, $8,842,000 of which is expected to be recognized as revenues in Fiscal 2002. Royalties decreased 38% to $1,484,000 in the nine months ended March 31, 2002 from $2,404,000 in the nine months ended March 31, 2001. Lower royalties reflect increased production efficiencies of the Company's licensees, which have resulted in lower prices as licensees move aggressively to increase market share, unfavorable exchange rates, and crediting a previous overpayment of royalties calculated erroneously by a licensee. Revenues from product development agreements increased 79% to $39,584,000 in the nine months ended March 31, 2002 from $22,107,000 in the nine months ended March 31, 2001. The increase was primarily a result of agreements with Texaco Ovonic Hydrogen Systems ($14,121,000 for 2002 compared to $8,461,000 for 2001), Texaco Ovonic Fuel Cell Company ($6,829,000 for 2002 compared to $6,153,000 for 2001) and Texaco Ovonic Battery Systems ($12,155,000 for 2002 compared to zero in 2001) for advanced product development services, partially offset by decreases in revenues from the services agreement with Ovonic Media ($1,355,000 in 2002 versus $1,835,000 in 2001) and the completion of programs with National Institute of Standards and Technology, which advanced the Company's hydrogen storage and optical memory technologies ($173,000 in 2002 versus $1,411,000 in 2001). Revenues from license and other agreements decreased to zero in the nine months ended March 31, 2002, from $2,800,000 in the nine months ended March 31, 2001. The 2001 license fees resulted from licenses to Inner Mongolia Rare Earth Ovonic Metal Hydride Co. Ltd., one of the three Rare Earth Ovonic joint ventures; to BYD Battery Co., Ltd.; and, to SANIK Battery Co., Ltd. Revenues from license and other agreements depend on a small number of new business arrangements, are sporadic and vary dramatically from period to period. Other revenues are primarily related to personnel, facilities and miscellaneous administrative and laboratory services provided to some of the Company's joint ventures. Other revenues decreased to $265,000 in the nine months ended March 31, 2002 from $1,319,000 in the nine months ended March 31, 2002. This decrease was due to reductions in revenues from Texaco Ovonic Battery Systems (formerly GM Ovonic) as it now performs services previously provided by Ovonic Battery. Revenues from Ovonyx were affected by a $142,000 credit reflecting an adjustment in revenues previously recognized. The $16,731,000 increase in cost of product sales in the nine months ended March 31, 2002 resulted from the $18,046,000 increase in product sales and resulted in a $1,332,000 gross profit on product sales in 2002, compared to $17,000 in 2001. The improvement primarily results from machine-building contracts with positive margins. Partially offsetting the profitability of the machine-building contracts is the continued loss on the sales of metal hydride materials and the maintenance of Ovonic Battery's production capacity to produce hydride powders to meet the future needs of Texaco Ovonic Battery Systems and Texaco Ovonic Hydrogen Systems. Low sales volumes for metal hydride materials, combined with high fixed costs, result in the loss on product sales for these products. 40 Revenues from product development agreements continued to fund more than 75% of the Company's cost of product development. While the total cost of product development increased by $17,790,000 for the nine months ended March 31, 2002, compared to the prior year, revenues increased by $17,477,000 resulting in a net increase of $313,000 in cost of product development. Nine Months Ended March 31, --------------------------- 2002 2001 ------------ ------------ Cost of revenues from product development agreements $39,331,000 $20,777,000 Product development and research 8,333,000 9,097,000 ----------- ----------- Total cost of product development 47,664,000 29,874,000 Revenues from product development agreements 39,584,000 22,107,000 ----------- ----------- Net cost of product development $ 8,080,000 $ 7,767,000 =========== =========== The expenditures continued the development of the Company's core technologies in energy storage, energy generation and information technology. Expenses were incurred in 2002 and 2001 in connection with the protection of the Company's United States and foreign patents covering its proprietary technologies. Total patent expenses increased to $3,830,000 in the nine months ended March 31, 2002 from $2,840,000 in the nine months ended March 31, 2001, principally due to litigation costs ($2,320,000 in 2002 versus $1,143,000 in 2001) for the protection of the Company's NiMH battery patents and technology. ChevronTexaco has agreed to reimburse the Company for 50% of the litigation expenses beginning in fiscal 2002. This reimbursement ($2,024,000) has been offset against the patent defense costs for the nine months ended March 31, 2002. In March 2001, Ovonic Battery filed suit against Matsushita Battery Industrial Co., Ltd., Toyota Motor Corporation, Panasonic EV Energy Co., Ltd. and several related entities for infringement of patents held by Ovonic Battery. Operating, general and administrative expenses are allocated to product development and research expenses and to cost of revenues from research and development agreements based on a percentage of direct labor costs. For cost of revenues from product development agreements, this allocation is limited to the amount of revenues, after direct expenses, under the applicable agreements. The decrease in operating, general and administrative expenses (net) from $6,044,000 in the nine months ended March 31, 2001 to $5,807,000 in the nine months ended March 31, 2002 was due primarily to increased allocations of expenses to product development and research expenses and to cost of revenues from product development agreements ($5,442,000), partially offset by increased spending ($5,205,000) as a result of selling expenses associated with machine-building contracts, personnel additions and other expenses associated with the Company's growth. 41 The following is a summary of the gross operating, general and administrative expenses and the aforementioned allocations: Nine Months Ended March 31, --------------------------- 2002 2001 ------------ ------------ Gross Expenses $18,051,694 $12,846,827 Less - allocations to product development and research (3,703,557) (1,102,603) - allocations to cost of revenues from product development agreements (8,191,467) (5,350,005) - amortization of negative goodwill (349,825) (349,825) ----------- ----------- Remaining Expenses $ 5,806,845 $ 6,044,394 =========== =========== The $840,000 decrease in other income (net) ($2,539,000 income in 2002 compared to $3,379,000 income in 2001) resulted primarily from lower interest income ($3,956,000 in 2002 compared to $4,664,000 in 2001) because of lower interest rates on the Company's investments and from higher equity losses attributed to losses at Bekaert ECD Solar Systems ($2,489,000 in 2002 compared to $1,544,000 in 2001) and Innovative Transportation Systems ($454,000 in 2002 compared to zero in 2001), partially offset by gains realized on the sale of investments ($460,000 in 2002 compared to losses of $66,000 in 2001). The Company does business in many different parts of the world and its royalty revenues are affected by changes in foreign currencies and their exchange rates relative to the U.S. dollar. However, the vast majority of the Company's business agreements are denominated in U.S. dollars and, as such, the Company has minimized its exposure to currency rate fluctuations. Liquidity and Capital Resources As of March 31, 2002, the Company had consolidated cash, cash equivalents, short-term investments and accounts receivable (including $26,215,000 of amounts due from related parties) of $147,252,000 (see NOTE G - Commitments for restrictions), an increase of $30,475,000 from June 30, 2001. As of March 31, 2002, the Company had consolidated working capital of $122,861,000 compared with a consolidated working capital of $92,577,000 as of June 30, 2001. Since June 30, 2001, ECD has received $44,554,000 from the exercise of warrants that had been issued in connection with the Company's 1998 limited public offering, exercise of employee stock options and the sale of additional shares to ChevronTexaco to maintain its 20% ownership. The Company expects the amount of cash to be received under existing product development agreements in the year ending June 30, 2002 to increase to approximately $51,565,000, compared to $27,508,000 received from product development agreements in the year ended June 30, 2001. Certain of the Company's product development and product purchase agreements contain provisions allowing for the termination of such agreements for failure of the Company to meet agreement milestones or for breach of material contractual provisions. Generally, the termination provisions allow for the Company to recover any costs incurred through the termination date. 42 Based upon the tax law recently enacted, the Company can offset 100% of Alternative Minimum Taxable Income against its operating losses. Previously, the Company had paid $864,999 in Alternative Minimum Taxes for certain items which were taxable (for tax purposes only) and against which the Company could only offset 90% of its operating losses under the previous tax law. The Company has filed its tax return for the year ended June 30, 2001, and has requested a refund of $864,999, which amount was recorded on the Company's Consolidated Balance Sheet as Deferred Tax Assets as of June 30, 2001. As of March 31, 2002, this amount had been reclassified to accounts receivable. The Company received this refund in April 2002. During the nine months ended March 31, 2002, of the Company's $98,251,000 cash, cash equivalents and short-term investments, the Company purchased $72,699,000 of short-term investments consisting of commercial paper, classified as available for sale, maturing from 91 days to 38 months. It is the Company's policy that investments shall be rated "A" or higher by Moody's or Standard and Poor's, no single investment shall represent more than 10% of the portfolio and at least 20% of the total portfolio shall have maturities of less than 90 days. As of March 31, 2002, there were two investments which, at that time, did not comply with the rating policy and were rated BBB+. The Company believes that this was only a temporary situation and, based on advice from its investment advisor, has continued to hold these investments. During the nine months ended March 31, 2002, $19,278,000 of cash was used in operations. The difference between the net loss of $12,096,000 and the net cash used in operations was principally due to an $8,910,000 increase in working capital. Also contributing were non-cash costs (principally depreciation, equity losses in joint ventures and deferred profits on sales to Bekaert ECD Solar Systems). In addition, $4,323,000 of machinery and equipment was purchased or constructed, principally for ECD's new wafer laboratory and for the United Solar expansion. Ovonic Battery has three contracts to supply equipment and technology totaling $63,600,000 to its Rare Earth Ovonic joint ventures in China. To ensure payments from China, Ovonic Battery has received Letters of Credit totaling $50,458,000 from the Bank of Communications of Baotou, China, and has received payment guarantees from LaSalle Bank that cover all risks of nonpayment or dishonor of these Letters of Credit, including and not limited to, nonpayment due to force majeure, acts of war, or other political or economic events. As of March 31, 2002, Ovonic Battery has received payments totaling $25,076,000 under the three contracts, $9,171,000 for amounts not covered by Letters of Credit and $15,905,000 for amounts covered by Letters of Credit. There are currently no outstanding amounts where payments are past due. On February 22, 2002, the Company made a proportionate cash investment of $1,710,000 in the Rare Earth Ovonic joint ventures, which maintained the Company's 19% ownership. As part of its long-standing strategy, the Company has made investments in its technologies, which have resulted in enabling intellectual property and products. This has allowed the Company to finance its operations and growth through strategic alliances (joint ventures and license agreements) with third parties who can provide financial resources and marketing expertise for the Company's technologies and products. 43 The resultant strategic alliances and joint ventures with some of the world's leading corporations listed below form the basis for the commercialization of the Company's technologies and products. Highlights are: o Texaco Ovonic Battery Systems LLC - a 50/50 joint venture between Ovonic Battery and TESI formed to bring advanced NiMH batteries into widespread commercial production for hybrid and electric vehicles as well as to further develop them for nonautomotive applications. TESI is funding approximately $150,000,000 to increase the manufacturing capacity at Texaco Ovonic Battery Systems' facilities in Troy, Michigan, and in Kettering, Ohio, and for market development and advanced product development. The advanced product development is being accomplished through a $48,000,000 product development contract from Texaco Ovonic Battery Systems to Ovonic Battery. The contract, which began October 1, 2000, will last up to three years and may be cancelled if mutually agreed-upon milestones are not achieved. The Company received $11,963,000 for work performed under the contract in the nine months ended March 31, 2002 and is budgeted to receive approximately $17,000,000 in 2002. o Texaco Ovonic Hydrogen Systems LLC - a 50/50 joint venture between ECD and TESI formed to further develop and advance the commercialization of ECD's technology to store hydrogen in metal hydrides. TESI is funding an initial amount of up to $104,000,000, including product and market development. A significant portion of the funding is committed to a product development contract from Texaco Ovonic Hydrogen Systems to ECD. The contract, which began July 1, 2000, will last up to three years and may be cancelled if mutually agreed-upon milestones are not achieved. The Company received $14,121,000 for work performed under the contract in the nine months ended March 31, 2002 and is budgeted to receive approximately $16,000,000 in 2002. o Texaco Ovonic Fuel Cell Company LLC - a 50/50 joint venture between ECD and TESI formed with the initial mission of further developing the Ovonic regenerative fuel cell technology, validating the manufacturing methodologies and producing production-ready prototypes. TESI has been funding initial product and market development, which includes funding a product development contract from Texaco Ovonic Fuel Cell Company to ECD. The contract which began July 1, 2000, under certain circumstances, including not achieving mutually agreed-upon milestones, may be cancelled. The Company and TESI are currently in discussions regarding the future business strategy of the venture. The Company received $6,829,000 for work performed under the contract in the nine months ended March 31, 2002 and is currently budgeted to receive approximately $9,000,000 in 2002. o Bekaert ECD Solar Systems LLC/United Solar Systems Corp. - ECD and Bekaert have formed a strategic alliance whereby Bekaert invested $84,000,000 in the combined businesses ($24,000,000 of which is being used as partial payment to buy out United Solar's previous joint venture partner). The remaining funds will be used to fund a fivefold capacity expansion, and a sales and marketing expansion program. The capacity expansion resulted in an order from Bekaert ECD Solar Systems to ECD for production equipment valued at approximately $55,000,000 with an annual capacity of 25MW. 44 o Ovonic Media, LLC - a strategic alliance formed with General Electric, the first activity of which resulted in the creation of a joint venture, Ovonic Media, LLC. ECD has received $4,584,000 from a contract from Ovonic Media to design, develop and demonstrate ECD's proprietary continuous web roll-to-roll technology for the ultra-high-speed manufacture of optical media products, primarily rewritable DVDs. o Ovonyx, Inc. - a joint venture owned 41.7% by ECD and the remainder by Tyler Lowrey, Intel and others with a purpose to commercialize ECD's proprietary nonvolatile semiconductor memory technology, OUM. OUM memory technology promises to enable significantly faster write and erase speeds and higher cycling endurance than conventional memory types. It has been used in rewritable CD and DVD disks and may have potential as a replacement for such memory types as FLASH, SRAM and DRAM. Ovonyx has granted nonexclusive royalty-bearing licenses to Intel, STMicroelectronics and BAE Systems. In addition, ECD receives royalties from Ovonyx equal to .5% of Ovonyx's revenues. These strategic alliances and new business agreements have both near-term and long-term impacts on the Company's capital resources. The ChevronTexaco, Bekaert, Ovonyx and General Electric agreements have resulted in the acceleration of the commercialization and development of the Company's products and technologies. The Company's business partners have funded most of its product development activities which has allowed the Company to preserve its financial resources. 45 PART II - OTHER INFORMATION --------------------------- Item 3. Quantitative and Qualitative Disclosures about Market Risk ------- ---------------------------------------------------------- The following discussion about our exposure to market risk of financial instruments contains forward-looking statements. Actual results may differ materially from those described. Our holdings of financial instruments are comprised of debt securities and time deposits. All such instruments are classified as securities available for sale. We do not invest in portfolio equity securities, or commodities, or use financial derivatives for trading purposes. Our debt security portfolio represents funds held temporarily, pending use in our business and operations. The Company had $96,604,000 and $81,956,000 of these investments on March 31, 2002 and June 30, 2001, respectively. On March 31, 2002, the investments had an average maturity of 482 days, $74,870,000 of which had maturities of 91 days to 38 months. On June 30, 2001, the investments had an average maturity of 224 days, $48,909,000 of which had maturities of 91 days to 34 months. It is the Company's policy that investments shall be rated "A" or higher by Moody's or Standard and Poor's, no single investment shall represent more than 10% of the portfolio and at least 20% of the total portfolio shall have maturities of less than 90 days. As of March 31, 2002, there were two investments which, at that time, did not comply with the rating policy and were rated BBB+. The Company believes that this was only a temporary situation and, based on advice from its investment advisor, has continued to hold these investments. Our market risk exposure consists of exposure to changes in interest rates and to the risks of changes in the credit quality of issuers. An interest rate change of 1% would result in a change in the value of our March 31, 2002 portfolio of approximately $766,000. Item 4. Submission of Matters to a Vote of Security Holders ------- --------------------------------------------------- At the Annual Meeting of Stockholders (the "Meeting") of ECD held on February 21, 2002, the following directors were elected for the ensuing year and until their successors shall be duly elected and qualified: For Withheld Authority ---------- ------------------ Stanford R. Ovshinsky 24,788,871 205,794 Iris M. Ovshinsky 24,787,920 206,745 Robert C. Stempel 24,790,550 204,115 Nancy M. Bacon 24,745,469 249,196 Umberto Colombo 24,313,451 681,214 Subhash K. Dhar 24,789,406 205,259 Hellmut Fritzsche 24,790,823 203,842 Walter J. McCarthy, Jr. 24,869,488 125,177 Florence I. Metz 24,856,551 138,114 James R. Metzger 24,864,878 129,787 Donald L. Paul 24,867,510 127,155 Stanley K. Stynes 24,870,229 124,436 Greg M. Vesey 24,866,651 128,014 William M. Wicker 24,865,103 129,562 46 Also approved at the Meeting was the appointment of Deloitte & Touche LLP as independent accountants for the fiscal year ending June 30, 2002 (with 24,893,175 for, 65,033 against, and 36,457 abstentions). Item 6. Exhibits and Reports on Form 8-K ------- -------------------------------- A. Exhibits -------- 3.1 Amendment to Article VIII of the bylaws of Energy Conversion Devices, Inc. as of February 21, 2002. B. Reports on Form 8-K ------------------- None. 47 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. Energy Conversion Devices, Inc. ------------------------------- (Registrant) By: /s/ Stephan W. Zumsteg ---------------------------------- Stephan W. Zumsteg Date: May 15, 2002 Vice President and Chief Financial Officer (Principal financial and accounting officer) By: /s/ Stanford R. Ovshinsky ---------------------------------- Stanford R. Ovshinsky Date: May 15, 2002 President and Chief Executive Officer 48