SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES --- EXCHANGE ACT OF 1934 For the period ended DECEMBER 31, 2004 ---------------------------------------------------------- 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 --- --- Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes X No --- --- As of February 4, 2005, there were 219,913 shares of ECD's Class A Common Stock, 430,000 shares of ECD's Class B Common Stock and 25,477,020 shares of ECD's Common Stock outstanding. Page 1 of 46 Pages ENERGY CONVERSION DEVICES, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS PART I - FINANCIAL INFORMATION ------------------------------ ITEM 1. Financial Statements ............................................3 Consolidated Statements of Operations ..............................3 Consolidated Balance Sheets - Assets ...............................4 Consolidated Balance Sheets - Liabilities and Stockholders' Equity..5 Consolidated Statements of Cash Flows ..............................6 NOTE A - Summary of Accounting Policies ............................8 NOTE B - Financings ...............................................12 NOTE C - Accounts Receivable ......................................15 NOTE D - Inventories ..............................................16 NOTE E - Joint Ventures and Investments ...........................17 NOTE F - Liabilities ..............................................22 NOTE G - Nonrefundable Advance Royalties ..........................23 NOTE H - Product Sales, Royalties, Revenues from Product Development Agreements and License and Other Agreements ..23 NOTE I - Business Segments ........................................25 NOTE J - Other Comprehensive Income (Loss) ........................28 NOTE K - Income Taxes .............................................28 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ..........................................29 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk .....42 ITEM 4. Controls and Procedures ........................................42 PART II - OTHER INFORMATION --------------------------- ITEM 1. Legal Proceedings ..............................................44 ITEM 4. Submission of Matters to a Vote of Security Holders ............44 ITEM 6. Exhibits and Reports on Form 8-K ...............................44 SIGNATURES .............................................................46 2 PART I - FINANCIAL INFORMATION ------------------------------ Item 1. Financial Statements ------ -------------------- ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS ------------------------------------- (Unaudited) Three Months Ended Six Months Ended December 31, December 31, 2004 2003 2004 2003 ------------ ------------ ------------ ------------ REVENUES Product sales $ 8,866,542 $ 7,364,399 $ 22,971,608 $ 14,065,517 Royalties 1,497,241 609,260 3,076,214 1,068,759 Revenues from product development agreements 3,377,421 3,287,914 6,171,870 6,259,709 Revenues from product development agreements with related parties 2,038,577 4,247,918 5,156,191 8,114,787 ------------ ------------ ------------ ------------ Total revenues from product development agreements 5,415,998 7,535,832 11,328,061 14,374,496 Revenues from license and other agreements 79,770,095 25,000 80,008,190 75,000 Other revenues 98,386 80,951 339,313 162,567 Other revenues from related parties 75,637 58,400 152,303 132,638 ------------ ------------ ------------ ------------ Total other revenues 174,023 139,351 491,616 295,205 ------------ ------------ ------------ ------------ TOTAL REVENUES 95,723,899 15,673,842 117,875,689 29,878,977 EXPENSES Cost of product sales 12,847,330 9,006,021 26,616,651 17,975,287 Cost of revenues from product development agreements 4,505,212 7,006,575 10,116,396 13,130,191 Product development and research 6,841,212 4,866,096 12,889,158 12,666,219 Patent defense (net) 16,081 3,360,077 189,169 5,471,057 Patents 652,213 435,285 1,188,297 955,674 Selling, general and administrative (net) 3,297,064 4,086,888 5,809,937 7,180,394 ------------ ------------ ------------ ------------ TOTAL EXPENSES 28,159,112 28,760,942 56,809,608 57,378,822 ------------ ------------ ------------ ------------ INCOME (LOSS) FROM OPERATIONS 67,564,787 (13,087,100) 61,066,081 (27,499,845) OTHER INCOME (EXPENSE) Interest income 108,355 256,787 185,533 572,928 Interest expense (234,379) (593,049) (470,806) (835,737) Equity in losses of joint ventures (100,000) (303,699) (100,000) (548,081) Impairment loss in Rare Earth Ovonic - China (1,710,000) - (1,710,000) - Distribution from joint venture - - 8,000,000 - Gain (loss) on sales of investments - 55,266 - 364,416 Other nonoperating income 267,223 255,370 273,130 248,311 ------------ ------------ ------------ ------------ TOTAL OTHER INCOME (EXPENSE) (1,668,801) (329,325) 6,177,857 (198,163) ------------ ------------ ------------ ------------ NET INCOME (LOSS) BEFORE INCOME TAXES AND EXTRAORDINARY ITEM 65,895,986 (13,416,425) 67,243,938 (27,698,008) INCOME TAXES 1,025,000 - 1,025,000 - ------------ ------------ ------------ ------------ NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 64,870,986 (13,416,425) 66,218,938 (27,698,008) EXTRAORDINARY ITEM (NET OF TAXES) 2,266,326 - 2,266,326 - ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ 67,137,312 $(13,416,425) $ 68,485,264 $(27,698,008) ============ ============ ============ ============ BASIC NET INCOME (LOSS) PER SHARE BEFORE EXTRAORDINARY ITEM $ 2.54 $ (.57) $ 2.61 $ (1.22) EXTRAORDINARY ITEM .09 - .09 - ------------ ------------ ----------- ------------ BASIC NET INCOME (LOSS) PER SHARE $ 2.63 $ (.57) $ 2.70 $ (1.22) ============ ============ =========== ============ DILUTED NET INCOME (LOSS) PER SHARE BEFORE EXTRAORDINARY ITEM $ 2.36 $ (.57) $ 2.53 $ (1.22) EXTRAORDINARY ITEM .08 - .08 - ------------ ------------ ------------ ------------ DILUTED NET INCOME (LOSS) PER SHARE $ 2.44 $ (.57) $ 2.61 $ (1.22) ============ ============ ============ ============ See notes to consolidated financial statements. 3 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS --------------------------- ASSETS ------ December 31, June 30, 2004 2004 ------------ ------------ (Unaudited) CURRENT ASSETS Cash, including cash equivalents of $29,738,000 at December 31, 2004 and $13,074,000 at June 30, 2004 ($1,000,000 of which is restricted at December 31, 2004 and $1,150,000 of which is restricted at June 30, 2004) $ 29,743,042 $ 13,826,537 Accounts receivable (net of allowance for uncollectible accounts of approximately $404,000 at December 31, 2004 and $274,000 at June 30, 2004) 12,213,273 12,730,100 Accounts receivable due from related parties 294,562 2,180,069 Inventories 13,697,789 13,651,715 Other 2,038,451 1,264,364 ------------ ------------ TOTAL CURRENT ASSETS 57,987,117 43,652,785 PROPERTY, PLANT AND EQUIPMENT Land and land improvements 267,000 267,000 Buildings and improvements 15,157,839 15,191,642 Machinery and other equipment 75,827,777 75,776,192 Capitalized lease equipment 10,000,000 10,000,000 ------------ ------------ 101,252,616 101,234,834 Less accumulated depreciation and amortization (38,671,536) (35,288,928) ------------ ------------ TOTAL PROPERTY, PLANT AND EQUIPMENT 62,581,080 65,945,906 Investment in Rare Earth Ovonic-China - 1,710,000 INVESTMENT IN AND ADVANCES TO JOINT VENTURES Ovonyx - - Cobasys - - Ovonic Hydrogen Systems - - Ovonic Media - - OTHER ASSETS 2,045,163 2,003,084 ------------ ------------ TOTAL ASSETS $122,613,360 $113,311,775 ============ ============ See notes to consolidated financial statements. 4 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS --------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ December 31, June 30, 2004 2004 ------------ ------------ (Unaudited) CURRENT LIABILITIES Accounts payable and accrued expenses $ 13,811,859 $ 12,937,175 Accounts payable and accrued expenses - related parties 443,434 - Salaries, wages and amounts withheld from employees 3,320,857 4,766,215 Deferred revenues under business agreements 1,860,692 966,596 Current portion of deferred patent license fee 952,380 - Current installments on long-term liabilities 350,737 333,368 ------------ ------------ TOTAL CURRENT LIABILITIES 20,739,959 19,003,354 LONG-TERM LIABILITIES 10,147,243 10,160,791 LONG-TERM DEFERRED PATENT LICENSE FEE 8,571,430 - NONREFUNDABLE ADVANCE ROYALTIES 1,160,070 2,992,562 ------------ ------------ TOTAL LIABILITIES 40,618,702 32,156,707 STOCKHOLDERS' EQUITY Capital Stock Class A Convertible Common Stock, par value $0.01 per share: Authorized - 500,000 shares Issued & 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 - 50,000,000 shares Issued and outstanding - 25,463,849 shares at December 31, 2004 and 24,523,001 shares at June 30, 2004 254,638 245,230 Additional paid-in capital 349,261,501 417,313,665 Accumulated deficit (267,328,521) (335,813,785) Accumulated other comprehensive income 306,981 250,399 Unearned compensation on Class B Convertible Common Stock (506,440) (846,940) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 81,994,658 81,155,068 ------------ ------------ TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $122,613,360 $113,311,775 ============ ============ See notes to consolidated financial statements. 5 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- (Unaudited) Six Months Ended December 31, 2004 2003 ------------ ------------ OPERATING ACTIVITIES: Net income (loss) $ 68,485,264 $(27,698,008) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 4,075,090 4,093,802 Amortization of deferred nonrefundable patent license fee (476,190) - Amortization of premium/discount on investments - 73,083 Equity in losses of joint ventures 100,000 548,081 Impairment loss in Rare Earth Ovonic 1,710,000 - Change in nonrefundable advance royalties (1,832,492) (20,727) Stock and stock options issued for services rendered 428,949 376,800 Gain on sales of investments - (364,416) Loss on sale of equipment 5,101 11,393 Retirement liability 166,272 153,516 Option received in exchange for license (79,532,000) - Changes in working capital: Accounts receivable 516,827 (2,281,071) Accounts and note receivable due from related parties 1,885,507 2,810,143 Inventories (46,074) (2,578,365) Other assets (816,166) (1,536,578) Current portion of deferred nonrefundable patent license fee 952,380 - Accounts payable and accrued expenses (570,675) (8,169,406) Accounts payable and accrued expenses - related parties 443,434 - Deferred revenues under business agreements 894,096 (1,879,571) Deferred nonrefundable patent license fee 9,047,620 - ------------ ------------ NET CASH PROVIDED BY (USED IN) OPERATIONS 5,436,943 (36,461,324) INVESTING ACTIVITIES: Purchases of property, plant and equipment (730,370) (809,350) Investment in Ovonyx (100,000) (50,000) Purchases of investments - (7,978,076) Sales of investments - 26,661,685 Proceeds from sale of property, plant and equipment 15,005 131,076 ------------ ------------ NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (815,365) 17,955,335 FINANCING ACTIVITIES: Principal payments under short-term and long-term debt obligations and capitalized lease obligations (162,451) (99,188) Proceeds from exercise of stock options 11,423,427 24,451 Proceeds from sale of stock and warrants net of expenses - 26,837,858 Payment for services (22,631) - ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 11,238,345 26,763,121 ------------ ------------ EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 56,582 74,006 NET INCREASE IN CASH AND CASH EQUIVALENTS 15,916,505 8,331,138 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 13,826,537 8,567,261 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 29,743,042 $ 16,898,399 ============ ============ See notes to consolidated financial statements. 6 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- (Unaudited) Six Months Ended December 31, 2004 2003 ---------- ---------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest $ 470,806 $ 835,737 Noncash transactions: Short-term and long-term note receivable - United Solar Ovonic LLC - 370,511 Short-term and long-term note payable - Canon - (370,511) See notes to consolidated financial statements. 7 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE A - Summary of Accounting Policies --------------------------------------- Basis of Presentation --------------------- The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has recurring losses from operations and needs additional working capital. On August 12, 2004, the Board of Directors approved management's business restructuring plan to take full advantage of the favorable battery settlement agreement announced on July 7, 2004 and the increasing market interest in solar energy systems and hybrid electric vehicles. Management believes that funds generated from operations; new business agreements; equity financing, including the exercise of Common Stock purchase warrants and exercise of stock options; debt financing; new government contracts and the cost-containment initiatives (see Note B of Notes to Consolidated Financial Statements), together with existing cash and cash equivalents, will be adequate to support the Company's operations for the coming year. However, the amount and timing of such activities are uncertain. Accordingly, no assurances can be given as to the timing or success of the aforementioned plans, negotiations, discussions and programs. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern in the absence of sufficient additional funds and the sustained achievement of profitable operations. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern (see Note B of Notes to Consolidated Financial Statements). Nature of Business ------------------ Energy Conversion Devices, Inc. (ECD) is a technology, product development and manufacturing company engaged in the invention, engineering, development and commercialization of new materials, products and production technology in the fields of alternative energy technology and information technology. Financial Statement Presentation, Principles of Consolidation and ----------------------------------------------------------------- Equity Accounting ----------------- The consolidated financial statements include the accounts of ECD and its 100%-owned manufacturing and sales subsidiaries United Solar Ovonic Corp. and United Solar Ovonic LLC (jointly referred to as "United Solar Ovonic") and its approximately 91%-owned subsidiary Ovonic Battery Company, Inc. (Ovonic Battery) and, as of December 2, 2004, Ovonic Hydrogen Systems (collectively the "Company"). 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. The Company has a 8 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE A - Summary of Accounting Policies (Continued) --------------------------------------------------- number of strategic alliances and has four major investments accounted for using the equity method: (i) Cobasys LLC (formerly known as Texaco Ovonic Battery Systems LLC), a joint venture between Ovonic Battery and ChevronTexaco Technology Ventures LLC (CTTV), a unit of ChevronTexaco Corporation, each having 50% interest in the joint venture; (ii) Ovonic Hydrogen Systems LLC (Ovonic Hydrogen) (formerly known as Texaco Ovonic Hydrogen Systems LLC), a joint venture between ECD and CTTV, each having 50% interest in the joint venture through December 2, 2004 and 100% owned by ECD thereafter; (iii) Ovonyx, Inc., a 41.7%-owned joint venture with Mr. Tyler Lowrey, Intel Capital and other investors; and (iv) Ovonic Media, LLC, a joint venture owned 51% by General Electric through its GE Plastics business unit and 49% by ECD. See Note E of Notes to Consolidated Financial Statements for discussions of all of the Company's ventures. At December 31, 2004 and at June 30, 2004, the Company's investments in Cobasys, Ovonyx and Ovonic Media are recorded at zero. In December 2004, the Company made a $100,000 investment in Ovonyx. 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 or other contributions, it recognizes its proportionate share of any losses until the investment reaches zero. Intellectual property, including patents, resulting from the Company's investments in its technologies, is valued at zero in the balance sheet. Intellectual property provides the foundation for the creation of the important strategic alliances whereby the Company provides intellectual property and patents and joint venture partners provide cash. While the Company believes, based upon the opinion of legal counsel, that it has no obligation to fund any losses that its joint ventures incur beyond the Company's investment, the Company has decided to fund certain of its joint ventures (see Note E of Notes to Consolidated Financial Statements). 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. Use of Estimates ---------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from those estimates. 9 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE A - Summary of Accounting Policies (Continued) --------------------------------------------------- Reclassifications ----------------- Certain prior year amounts have been reclassified to conform with 2004 presentation. Overhead and General and Administrative Allocations --------------------------------------------------- The Company allocates overhead and general and administrative expenses to product development 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. The following is a summary of the gross selling, general and administrative expenses and the aforementioned allocations: Three Months Ended Six Months Ended December 31, December 31, 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Gross Expenses $ 6,694,000 $ 7,688,000 $12,616,000 $15,101,000 Less -allocations to product development and research (2,756,000) (1,886,000) (5,351,000) (4,702,000) -allocations to cost of revenues from product development agreements (641,000) (1,716,000) (1,456,000) (3,219,000) ----------- ----------- ----------- ----------- Remaining Expenses $ 3,297,000 $ 4,086,000 $ 5,809,000 $ 7,180,000 =========== =========== =========== =========== Distribution from Joint Venture ------------------------------- In July 2004, Cobasys made an $8,000,000 special distribution to each of Ovonic Battery and CTTV for partial reimbursement of legal expenses paid on behalf of Cobasys for litigation with Matsushita Electric Industrial Co. Ltd. (MEI) and related companies (see Note B of Notes to Consolidated Financial Statements). Stock-Based Compensation ------------------------ ECD applies APB 25 to its stock-based compensation awards to employees. Had compensation costs for ECD's stock option plans been determined based upon the fair value at the grant date for awards under these plans consistent with the methodology prescribed under SFAS 123, the Company's net income (loss) and net income (loss) per share for the three months and six months ended December 31, 2004 and 2003 would have changed as follows: 10 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE A - Summary of Accounting Policies (Continued) --------------------------------------------------- Three Months Ended Six Months Ended December 31, December 31, 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Net Income (Loss), as reported $ 67,137,312 $(13,416,425) $ 68,485,264 $(27,698,008) Less: Total stock-based compensation expense determined under fair value based method, net of tax 624,201 899,837 1,000,990 2,008,667 ------------ ------------ ------------ ------------ Pro forma net income (loss) $ 66,513,111 $(14,316,262) $ 67,484,274 $(29,706,675) ============ ============ ============ ============ Income (Loss) per share: Basic - as reported $ 2.63 $ (.57) $ 2.70 $ (1.22) ============ ============ ============ ============ Basic - pro forma $ 2.61 $ (.61) $ 2.66 $ (1.31) ============ ============ ============ ============ Diluted - as reported $ 2.44 $ (.57) $ 2.61 $ (1.22) ============ ============ ============ ============ Diluted - pro forma $ 2.42 $ (.61) $ 2.58 $ (1.31) ============ ============ ============ ============ Basic and Diluted Net Income (Loss) Per Share --------------------------------------------- Basic net income (loss) per common share is computed by dividing the net income (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 net income (loss) per share for the three months and six months ended December 31 are computed as follows: Three Months Ended Six Months Ended December 31, December 31, 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Weighted average number of shares outstanding: - for basic net income (loss) per share 25,500,955 23,480,898 25,337,052 22,691,678 - for diluted net income (loss) per share 27,524,047 23,480,898 26,199,018 22,691,678 Net income (loss) before extraordinary item $ 64,870,986 $(13,416,425) $ 66,218,938 $(27,698,008) Extraordinary item (net of taxes) 2,266,326 - 2,266,326 - ------------ ------------ ------------ ------------ Net income (loss) $ 67,137,312 $(13,416,425) $ 68,485,264 $(27,698,008) ============ ============ ============ ============ Basic net income (loss) per share before extraordinary item $ 2.54 $ (.57) $ 2.61 $ (1.22) Extraordinary item .09 - .09 - ------------ ------------ ------------ ------------ Basic net income (loss) per share $ 2.63 $ (.57) $ 2.70 $ (1.22) ============ ============ ============ ============ Diluted net income (loss) per share before extraordinary item $ 2.36 $ (.57) $ 2.53 $ (1.22) Extraordinary item .08 - .08 - ------------ ------------ ------------ ------------ Diluted net income (loss) per share $ 2.44 $ (.57) $ 2.61 $ (1.22) ============ ============ ============ ============ 11 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE A - Summary of Accounting Policies (Continued) --------------------------------------------------- Due to the Company's net loss in 2003, weighted average shares of potentially dilutive securities of 5,210 and 5,343 for the three and six months ending December 31, 2003, respectively, were excluded from the calculations of diluted net loss per share, as inclusion of these securities would have been antidilutive to the net loss per share. Additional securities of 397,786 and 3,139,657 for the three months ended December 31, 2004 and 2003, respectively, and 947,367 and 2,507,183 for the six months ended December 31, 2004 and 2003, respectively, were excluded from the 2004 and 2003 calculations of weighted average shares of potentially dilutive securities. Because of the relationship between the exercise prices and the average market price of ECD's Common Stock during these periods, these securities would have been antidilutive regardless of the Company's net income or loss. Recent Pronouncements --------------------- In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 151, "Inventory Costs." This Statement clarifies the accounting for abnormal amounts of idle facility expenses, freight, handling costs and wasted material spoilage and is effective for fiscal years beginning after June 15, 2005. The Company is in the process of reviewing this Statement for the future effect on the Company's consolidated financial position or results of operations. In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets." This Statement addresses the measurement of exchanges of nonmonetary assets and is effective for nonmonetary asset exchanges occurring in fiscal years beginning after June 15, 2005. The Company does not believe that this will have an effect on the Company's consolidated financial position or results of operations. In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment." This Statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The Company is in the process of reviewing this Statement for the future effect on the Company's consolidated financial position or results of operations. NOTE B - Financings ------------------- Restructuring ------------- On August 12, 2004, the Board of Directors approved management's business restructuring plan to take full advantage of the battery settlement agreement announced on July 7, 2004 and the increasing market interest in solar energy systems and hybrid electric vehicles. Our strategy is to transition from a research-oriented company to the next phase of development, which is to commercialize the products we have developed and 12 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE B - Financings (Continued) ------------------------------- concentrate on growing sales revenues and equity value in our core commercial businesses with the goal of moving the Company into a position of having sustained profitability by July 2006. The restructuring will increase product revenues while enabling us to carry out major cost-reduction measures, including significant reductions in the workforce to right size activities to support our core commercial businesses. We will manage a reduced portfolio of advanced product development activities and a leaner R&D team to grow future businesses. The core commercial businesses on which the Company is focusing are United Solar Ovonic, Cobasys and Ovonyx. On December 2, 2004, as part of its focus on its core businesses, ECD entered into a series of agreements with CTTV and Cobasys to expand the scope of licenses granted to Cobasys at the time of the formation of the joint venture in July 2001. In consideration of the expanded license, revised joint venture agreements and the grant to CTTV of a security interest in our membership interest in Cobasys, ECD, through its subsidiary Ovonic Battery, received an option to purchase the 4,376,633 shares of ECD Common Stock currently owned by a subsidiary of ChevronTexaco. The option is exercisable at $4.55 per share and expires on November 1, 2005. The amount of the license fee was calculated based upon the application of the Black Scholes valuation model to the difference between the closing price of ECD Common Stock on December 2, 2004 on the NASDAQ National Market and the $4.55 per share option price under the option granted by a subsidiary of ChevronTexaco Corporation to ECD's Ovonic Battery subsidiary on December 2, 2004 to acquire 4,376,633 shares of ECD Common Stock. The transaction increased ECD's revenues and decreased additional paid-in capital in the quarter ended December 31, 2004 by $79,532,000 as a result of this one-time, non-cash event. The 4,376,633 shares of ECD Common Stock subject to the option represent approximately 17% of the currently issued and outstanding shares. ECD believes that the option arrangement will provide it with value and added flexibility in its activities to secure additional capital required for its future growth. The agreement also provides a mechanism for additional funding from CTTV to continue Cobasys' expansion. CTTV will be entitled to a priority right of repayment for providing the additional funding. ECD and CTTV will each continue to own a 50 percent interest in Cobasys, subject to adjustment under certain circumstances. 13 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE B - Financings (Continued) ------------------------------- In addition, CTTV transferred to ECD its interest in Ovonic Hydrogen in consideration of relieving CTTV of any continuing obligations to fund Ovonic Hydrogen. ECD received $4,675,000 from CTTV for payment of restructuring fees. The $4,675,000 received from CTTV was $2,266,000 (net of tax) in excess of restructuring costs through December 31, 2004. The Company has recognized this as an extraordinary item (gain) in the three months and six months ended December 31, 2004. The hydrogen business unit was renamed Ovonic Hydrogen Systems LLC and ECD will fund Ovonic Hydrogen on a reduced level. It will focus on continuing to commercialize small portable metal hydride storage systems that have current and near-term market applications while continuing to develop and commercialize ECD's proprietary reversible solid metal hydride-based low-pressure hydrogen storage systems for longer-term stationary, transportation and infrastructure applications. Settlement Agreement -------------------- In July 2004, ECD and Cobasys entered into a settlement agreement with MEI, Panasonic EV Energy Co., Ltd. (PEVE), and Toyota Motor Corporation with respect to patent infringement disputes and counterclaims involving nickel metal hydride (NiMH) batteries before the International Chamber of Commerce, International Court of Arbitration. Under the terms of the settlement, no party admitted any liability. As part of the settlement, ECD and its subsidiary, Ovonic Battery, received a $10 million license fee from MEI and PEVE. This fee was recorded as a deferred patent license fee in July 2004 and is being amortized to income over 10.5 years. The Company recognized $238,095 and $476,190 as revenues from license and other agreements in the three months and six months ended December 31, 2004, respectively, in connection with the amortization of this fee. In addition, Cobasys received a $20 million license fee from MEI, PEVE and Toyota, of which $4 million was placed in escrow for a next-generation NiMH battery development project plan. Upon receipt of the license fee, Cobasys made an $8 million distribution each to Ovonic Battery and CTTV representing a partial reimbursement of legal expenses in the six months ended December 31, 2004. The Company recorded this $8 million as a distribution from joint venture in the six months ended December 31, 2004. General ------- The Company is engaged in a number of negotiations and discussions to fund its operations, including raising additional capital through equity and debt financings and forming new strategic alliances to fund and grow its photovoltaic and other businesses. In addition, the Company is engaged in negotiations with government agencies for contracts to fund its development activities. 14 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE C - Accounts Receivable ---------------------------- December 31, June 30, 2004 2004 ------------ ------------ Long-term contracts accounted for under percentage-of-completion accounting Amounts billed to customers Commercial customers $ 3,508 $ 505,008 Long-term contracts not accounted for under percentage-of-completion accounting Amounts earned which are billed in the subsequent month U.S. Government 714,544 369,322 Commercial customers 36,819 102,638 ------------ ------------ 751,363 471,960 Amounts billed U.S. Government 630,600 1,229,432 ------------ ------------ Sub-total 1,381,963 1,701,392 Amounts unbilled for other than long-term contracts Commercial customers 2,142,133 1,762,282 Amounts billed for other than long-term contracts U.S. Government 148 145,936 Commercial customers 9,089,521 8,889,482 ------------ ------------ Sub-total 9,089,669 9,035,418 Allowance for uncollectible accounts (404,000) (274,000) ------------ ------------ TOTAL $ 12,213,273 $ 12,730,100 ============ ============ 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 10 years and have not been audited. U.S. Government retentions totaling $103,447 are included in long-term other assets at December 31, 2004 and at June 30, 2004. Most U.S. Government contracts remain subject to audit. 15 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE C - Accounts Receivable (Continued) ---------------------------------------- Accounts Receivable Due from Related Parties -------------------------------------------- December 31, June 30, 2004 2004 ------------ ------------ Amounts earned which are billed in the subsequent month on long-term contracts Cobasys $ 22,057 $ 623,551 Ovonic Hydrogen Systems - 1,329,194 ---------- ---------- Sub-total 22,057 1,952,745 Amounts billed Cobasys 184,043 7,393 Other unbilled ChevronTexaco Technology Ventures 2,591 38,875 Ovonyx 23,079 17,237 ---------- ---------- Sub-total 25,670 56,112 Other billed ChevronTexaco Technology Ventures 39,256 121,376 Ovonyx 21,776 16,850 Cobasys 1,760 - Ovonic Hydrogen Systems - 25,593 ---------- ---------- Sub-total 62,792 163,819 ---------- ---------- TOTAL $ 294,562 $2,180,069 ========== ========== NOTE D - Inventories -------------------- Inventories of raw materials, work in process and finished goods for the manufacture of solar cells, metal hydride materials and battery packs are valued at the lower of cost (first in, first out) or market. Cost elements included in inventory are materials, direct labor and manufacturing overhead. Inventories (principally for United Solar Ovonic) are as follows: December 31, June 30, 2004 2004 ------------ ------------ Finished products $ 1,575,018 $ 3,511,730 Work in process 3,000,946 4,060,923 Raw materials 9,121,825 6,079,062 ------------ ------------ $ 13,697,789 $ 13,651,715 ============ ============ 16 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE E - Joint Ventures and Investments --------------------------------------- Joint Ventures -------------- Cobasys In July 2001, Ovonic Battery and CTTV, a unit of ChevronTexaco, formed a strategic alliance (Cobasys LLC). ChevronTexaco has agreed to invest up to $160,000,000 ($157,000,000 of which has been received as of December 31, 2004) to match the Company's technological contribution in the venture. Cobasys is owned 50% by Ovonic Battery and 50% by CTTV. On December 2, 2004, as part of its focus on its core businesses, ECD entered into a series of agreements with CTTV and Cobasys to expand the scope of licenses granted to Cobasys at the time of the formation of the joint venture in July 2001 (see Note B of Notes to Consolidated Financial Statements). In July 2004, ECD and Cobasys entered into a settlement agreement with MEI, Panasonic EV Energy Co., Ltd. (PEVE), and Toyota Motor Corporation with respect to patent infringement disputes and counterclaims involving nickel metal hydride (NiMH) batteries before the International Chamber of Commerce, International Court of Arbitration. Under the terms of the settlement, no party admitted any liability. The Company recorded revenues from Cobasys of $592,000 and $1,067,000 for the three months and six months ended December 31, 2004, respectively, and $1,935,000 and $3,351,000 for the three months and six months ended December 31, 2003, respectively, for services performed on behalf of Cobasys (primarily for advanced product development and market development work). The Company recorded revenues of zero and $34,000 for the three months and six months ended December 31, 2004 and revenues of zero and $2,000 for the three months and six months ended December 31, 2003, respectively, for products sold to Cobasys. The Company also recorded revenues from Cobasys of zero and $45,000 for the three months and six months ended December 31, 2004, respectively, and $45,000 and $90,000 for the three months and six months ended December 31, 2003, respectively, for rent of a portion of one of the Company's facilities. The following sets forth certain financial data regarding Cobasys that are derived from its financial statements: 17 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE E - Joint Ventures and Investments (Continued) --------------------------------------------------- COBASYS LLC AND SUBSIDIARY STATEMENTS OF OPERATIONS ------------------------ (Unaudited) Three Months Ended Six Months Ended December 31, December 31, 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Revenue Product and prototype revenues $ 200,986 $ 367,190 $ 419,040 $ 554,164 Contract research revenue 300,976 1,682,927 357,565 2,009,989 Licensing revenue 460,714 - 952,381 - ------------ ------------ ------------ ------------ Total Revenue 962,676 2,050,117 1,728,986 2,564,153 Expenses Cost of product and prototype revenues 1,431,834 984,542 2,769,935 2,600,047 Research and development costs 4,841,633 5,397,557 7,414,573 8,685,404 Sales and marketing costs 578,803 735,097 1,228,347 1,504,338 General and administrative costs 1,449,637 1,280,271 2,886,302 2,220,213 Depreciation and amortization 769,142 669,269 1,489,061 1,341,642 ------------ ------------ ------------ ------------ Total Expenses 9,071,049 9,066,736 15,788,218 16,351,644 ------------ ------------ ------------ ------------ Net Loss $ (8,108,373) $ (7,016,619) $(14,059,232) $(13,787,491) ============ ============ ============ ============ 18 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE E - Joint Ventures and Investments (Continued) --------------------------------------------------- COBASYS LLC AND SUBSIDIARY BALANCE SHEETS -------------- December 31, June 30, 2004 2004 ------------- ------------- (Unaudited) Assets Current Assets: Cash and cash equivalents ($3,018,872 of which is restricted as of December 31, 2004) $ 6,994,471 $ 1,305,873 Accounts receivable 838,280 769,444 Inventories 4,493,853 3,825,704 Prepaid expenses 99,372 50,740 ------------- ------------- Total Current Assets 12,425,976 5,951,761 Net Property and Equipment 32,888,786 28,091,071 Other Assets: Cash surrender value of life insurance 342,830 316,302 ------------- ------------- Total Assets $ 45,657,592 $ 34,359,134 ============= ============= Liabilities and Members' Capital Current Liabilities: Accounts payable $ 1,317,198 $ 1,424,092 Accounts payable, related party 184,000 1,300,175 Accrued expenses 2,652,326 1,453,034 Deferred revenues 1,904,762 166,145 ------------- ------------- Total Current Liabilities 6,058,286 4,343,446 Deferred revenue - noncurrent 17,142,857 - Members' Capital: Members' interest 140,585,464 134,085,471 Loss accumulated during the development stage (118,129,015) (104,069,783) ------------- ------------- Total Members' Capital 22,456,449 30,015,688 ------------- ------------- Total Liabilities and Members' Capital $ 45,657,592 $ 34,359,134 ============= ============= Ovonyx ECD owns 41.7% of Ovonyx, Mr. Tyler Lowrey and his colleague own 41.7% of Ovonyx, and Intel and other investors own the remainder. On a fully diluted basis after giving effect to the exercise of stock options and warrants, our ownership of Ovonyx would be 31.4%. ECD has contributed intellectual property and licenses for its interest in Ovonyx. 19 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE E - Joint Ventures and Investments (Continued) --------------------------------------------------- In October 2002, ECD, through a newly formed company, Ovonic Cognitive Computer, Inc., which is owned 95% by ECD and 5% by Ovonyx, made a capital contribution of $1,000,000 in Ovonyx in exchange for technology previously contributed by ECD to Ovonyx and an exclusive, royalty-bearing license, which requires annual minimum royalty payments in order to maintain its exclusivity. ECD made a $50,000 minimum royalty payment in November 2003 and a $100,000 payment in December 2004. ECD recorded its $1,150,000 investment in Ovonyx and accounts for this investment on the equity method and is recognizing its proportionate share of Ovonyx losses to the extent of its $1,150,000 investment. In each of the three months and six months ended December 31, 2004, ECD recorded an equity loss of $100,000; and in the three months and six months ended December 31, 2003, ECD recorded an equity loss of $304,000 and $548,000, respectively, related to its investment in Ovonyx. ECD recorded revenues from Ovonyx of $62,000 and $125,000, respectively, for the three months and six months ended December 31, 2004 and $34,000 and $71,000, respectively, for the three months and six months ended December 31, 2003, representing services provided to this joint venture. Ovonic Media In 2000, we and General Electric, through its GE Plastics business unit, formed a joint venture, Ovonic Media, LLC, to design, develop, demonstrate and commercialize our proprietary continuous web roll-to-roll technology for the ultra-high-speed manufacture of optical media products, primarily rewritable DVDs. We have contributed intellectual property, know-how, licenses and equipment to the joint venture. GE has made cash and other contributions to the joint venture. Since its inception, Ovonic Media has paid us $5.6 million through the end of fiscal year 2003 for services to the joint venture. GE informed ECD that additional funding after January 3, 2003 was suspended. ECD is considering how to best position the joint venture in order to meet the needs of the marketplace, and secure new equity investors and strategic partners to fund the joint venture's operations. As the next business step, we are seeking to secure a partner that is a leader in the storage media industry to facilitate the commercialization and funding of our technology. In the interim, ECD is directly funding continued product development activities for this technology at a reduced level. Investments in Rare Earth Ovonic During the year ended June 30, 2000, ECD and Ovonic Battery signed agreements with Rare Earth High-Tech of Inner Mongolia, China. The agreements called for the creation of three joint ventures for manufacturing and licensing of advanced NiMH battery technology, alloy powders, and production equipment, all for certain battery applications for NiMH batteries. ECD and Ovonic Battery initially contributed technology for their 19% interest in each of these joint ventures. In February 2002, ECD and Ovonic Battery jointly 20 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE E - Joint Ventures and Investments (Continued) --------------------------------------------------- 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. At December 31, 2004, the Company reviewed its revenues and cost estimates for its Rare Earth Ovonic joint ventures in connection with its investment ($1,710,000) in Rare Earth Ovonic. Based upon these estimates, the Company took an impairment charge of $1,710,000 as of December 31, 2004. Ovonic Battery has three contracts totaling $63,600,000 for supplying equipment and technology to its Rare Earth Ovonic joint ventures in China. As of December 31, 2004, Ovonic Battery has received payments totaling $59,484,000 under the three contracts. In December 2004, the Company reviewed its estimates to complete the equipment under the Rare Earth Ovonic contracts. As a result of this review and the changes in estimates, the Company reduced its estimated margin from 12% to 8%. This resulted in a reduction in the cumulative revenue for these contracts at December 31, 2004 of approximately $2,668,000. 21 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE F - Liabilities -------------------- Warranty Liability ------------------ The Company estimates the liability for product warranty costs based upon its past experience and best estimate of future warranty claims. The following is a summary of the changes in the product warranty liability during the six months ended December 31, 2004 and 2003: Six Months Ended December 31, 2004 2003 ------------ ------------ Liability beginning of the period $ 1,945,934 $ 2,990,661 Amounts accrued for as warranty costs (253,712) (1,234,927) Warranty claims (106,628) (130,000) ----------- ----------- Liability at December 31 $ 1,585,594 $ 1,625,734 =========== =========== Warranty liability is recorded at the time that the product is sold (for sales of photovoltaic products) or at the time that revenue is recognized (for machine-building and equipment sales). Government Contract Reserve --------------------------- The Company's contracts with the U.S. Government and its agencies are subject to audits by the Defense Contract Audit Agency (DCAA). DCAA has audited the Company's indirect rates, including its methodology of computing these rates, for the years ended June 30, 1994 through June 30, 2003 for United Solar Ovonic and the years ended June 30, 2000 through June 30, 2002 for ECD. In its reports, DCAA has questioned the allowability of and the allocability of certain costs as well as the Company's methodology for allocating independent research and development to its indirect cost pools. In addition, DCAA has stated that there could be penalties imposed. The Company 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. The Company has recorded a reserve of $1,682,000 and $1,847,000 at December 31, 2004 and June 30, 2004, respectively, related to these issues. 22 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE G - Nonrefundable Advance Royalties ---------------------------------------- At December 31 and June 30, 2004, the Company deferred recognition of revenue relating to nonrefundable advance royalty payments. Nonrefundable advance royalties consist of the following: December 31, June 30, 2004 2004 ----------- ----------- Battery $ 435,902 $ 1,560,902 Optical memory 724,168 1,431,660 ----------- ----------- $ 1,160,070 $ 2,992,562 =========== =========== Creditable royalties earned and recognized as revenue were: December 31, 2004 2003 ----------- ---------- Three months ended $ 697,123 $ 12,202 Six months ended $ 1,832,492 $ 20,727 Included in creditable royalties earned and recognized as revenues in the three months and six months ended December 31, 2004 are $686,000 and $1,811,000, respectively, related to advance royalty payments made by licensees to the Company associated with license agreements under which the licensees no longer have contractual obligations to make payments. There are no obligations in connection with any of the advance royalty agreements which require the Company to incur any additional costs. NOTE H - Product Sales, Royalties, Revenues from Product Development -------------------------------------------------------------------- Agreements and License and Other Agreements ------------------------------------------- The Company has product sales and business agreements with third parties and with related parties for which royalties and revenues are included in the consolidated statements of operations. Product sales include photovoltaic products, revenues related to machine-building and equipment sales contracts, nickel hydroxide and metal hydride materials. Revenues related to machine-building and equipment sales contracts are recognized on the percentage-of-completion method of accounting using the costs incurred to date as a percentage of the total estimated costs. All other product sales are recognized when the product is shipped. These products are shipped FOB shipping point. Currently, low sales volumes for metal hydride materials and machine building combined with high fixed costs result in losses. 23 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE H - Product Sales, Royalties, Revenues from Product Development -------------------------------------------------------------------- Agreements and License and Other Agreements (Continued) ------------------------------------------------------- A summary of all of the Company's revenues follows. Three Months Ended Six Months Ended December 31, December 31, 2004 2003 2004 2003 ----------- ----------- ----------- ----------- Product sales Photovoltaics $11,235,026 $ 6,633,927 $24,211,343 $11,355,254 Machine building and equipment sales (2,667,924)* 238,916 (1,598,035)* 1,968,796 Nickel hydroxide and metal hydride materials 299,440 491,556 358,300 741,467 ----------- ----------- ----------- ----------- Total product sales $ 8,866,542 $ 7,364,399 $22,971,608 $14,065,517 =========== =========== =========== =========== Royalties Battery technology $ 782,482 $ 595,887 $ 2,348,455 $ 1,046,315 Optical memory/microelectronics 714,759 13,373 727,759 22,444 ----------- ----------- ----------- ----------- Total royalties $ 1,497,241 $ 609,260 $ 3,076,214 $ 1,068,759 =========== =========== =========== =========== Revenues from product development agreements Photovoltaics $ 2,497,970 $ 2,448,356 $ 4,676,583 $ 4,980,480 Battery technology 148 473,564 148 894,558 Optical 355,228 121,076 485,585 121,076 Solid hydrogen storage systems 123,241 133,049 147,973 133,049 Other 400,834 111,869 861,581 130,546 ----------- ----------- ----------- ----------- 3,377,421 3,287,914 6,171,870 6,259,709 Revenues from product development agreements - related parties Battery technology 592,360 1,934,552 1,067,267 3,351,086 Solid hydrogen storage systems 1,446,217 2,313,366 4,088,924 4,763,701 ----------- ----------- ----------- ----------- 2,038,577 4,247,918 5,156,191 8,114,787 ----------- ----------- ----------- ----------- Total revenues from product development agreements $ 5,415,998 $ 7,535,832 $11,328,061 $14,374,496 =========== =========== =========== =========== License and other agreements Battery technology $79,770,095 $ 25,000 $80,008,190 $ 75,000 =========== =========== =========== =========== ------------------------------ * Reflects adjustment in percentage of completion revenues as of December 31, 2004. (See Note E of Notes to Consolidated Financial Statements.) 24 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE H - 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: Three Months Ended Six Months Ended December 31, December 31, 2004 2003 2004 2003 ------------ ------------ ------------ ------------ United States $ 91,201,148 $ 10,954,112 $104,435,598 $ 21,781,682 Germany 3,517,522 1,618,282 7,730,997 1,723,996 China (2,648,808)* 125,460 (1,563,637)* 1,914,046 Other Countries 3,654,037 2,975,988 7,272,731 4,459,253 ------------ ------------ ------------ ------------ $ 95,723,899 $ 15,673,842 $117,875,689 $ 29,878,977 ============ ============ ============ ============ -------------------- * See Note E of Notes to Consolidated Financial Statements. In the three months and six months ended December 31, 2004, the license fees of $238,000 and $476,000, respectively, resulted from the amortization over 10.5 years of the $10,000,000 payment received in the MEI settlement (see Note B of Notes to Consolidated Financial Statements). In the three months ended December 31, 2003, Ovonic Battery entered into a license agreement with Mcnair-tech Co., Ltd. of China ($50,000). In addition, in the six months ended December 31, 2003, Ovonic Battery entered into a license agreement with Linghao Battery in China ($25,000). NOTE I - Business Segments -------------------------- The Company has three business segments: Ovonic Battery, United Solar Ovonic and the parent company, ECD. Ovonic Battery is involved in developing and commercializing NiMH Ovonic consumer battery technology. United Solar Ovonic is involved in manufacturing and selling photovoltaic products. ECD is involved in microelectronics, fuel cells, hydrogen storage, catalysis, photovoltaics technologies and machine building. Some general corporate expenses have been allocated to Ovonic Battery. The Company's operations by business segments were as follows: 25 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE I - Business Segments (Continued) -------------------------------------- Financial Data by Business Segment ---------------------------------- (in thousands) United Solar Ovonic Consolidating Ovonic ECD Battery Entries Consolidated ------------ ------------ ------------ ------------- ------------ Revenues Three months ended December 31, 2004 $ 13,490 $ 3,971 $ 78,848 $ (585) $ 95,724 December 31, 2003 8,918 3,806 3,688 (738) 15,674 Six months ended December 31, 2004 $ 28,582 $ 8,044 $ 82,259 $ (1,009) $ 117,876 December 31, 2003 15,858 7,553 8,006 (1,538) 29,879 Operating Income (Loss) Three months ended December 31, 2004 $ (1,906) $ (5,026) $ 74,237 $ 260 $ 67,565 December 31, 2003 (3,038) (5,644) (5,203) 798 (13,087) Six months ended December 31, 2004 $ (2,538) $ (9,802) $ 72,769 $ 637 $ 61,066 December 31, 2003 (7,152) (12,460) (9,678) 1,790 (27,500) Interest Income Three months ended December 31, 2004 $ 6 $ 791 $ - $ (689) $ 108 December 31, 2003 3 972 - (718) 257 Six months ended December 31, 2004 $ 14 $ 1,559 $ - $ (1,388) $ 185 December 31, 2003 7 1,509 - (943) 573 Interest Expense* Three months ended December 31, 2004 $ 924 $ - $ - $ (689) $ 235 December 31, 2003 1,063 189 - (659) 593 Six months ended December 31, 2004 $ 1,859 $ - $ - $ (1,388) $ 471 December 31, 2003 2,081 373 - (1,618) 836 Equity in Net Loss of Investees Under Equity Method Three months ended December 31, 2004 $ - $ (100) $ - $ - $ (100) December 31, 2003 - (304) - - (304) Six months ended December 31, 2004 $ - $ (100) $ - $ - $ (100) December 31, 2003 - (548) - - (548) 26 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE I - Business Segments (Continued) -------------------------------------- United Solar Ovonic Consolidating Ovonic ECD Battery Entries Consolidated ------------ ------------ ------------ ------------- ------------ Depreciation Expense Six months ended December 31, 2004 $ 2,689 $ 1,129 $ 257 $ - $ 4,075 December 31, 2003 2,619 1,120 355 - 4,094 Capital Expenditures Six months ended December 31, 2004 $ 567 $ 60 $ 103 $ - $ 730 December 31, 2003 571 149 89 - 809 Investments in and Advances to Equity Method Investees Six months ended December 31, 2004 $ - $ - $ - $ - $ - December 31, 2003 - 96 - - 96 Identifiable Assets Six months ended December 31, 2004 $ 78,054 $ 145,130 $ 4,504 $(105,075) $ 122,613 December 31, 2003 122,321 140,970 9,206 (129,263) 143,234 ----------------------- * Excludes intercompany interest between ECD and Ovonic Battery. 27 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES Notes to Consolidated Financial Statements NOTE J - Other Comprehensive Income (Loss) ------------------------------------------ The Company's total comprehensive income (loss) was as follows: Three Months Ended Six Months Ended December 31, December 31, 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Net Income (Loss) $ 67,137,312 $(13,416,425) $ 68,485,264 $(27,698,008) OTHER COMPREHENSIVE INCOME (LOSS) (net of taxes): Unrealized holding gains arising during period - - - - Less: reclassification adjustments for gains realized in net income - 68,053 - 431,153 ------------ ------------ ------------ ------------ Net unrealized gains (losses) - (68,053) - (431,153) Foreign currency translation adjustments 76,733 126,591 56,582 74,005 ------------ ------------ ------------ ------------ COMPREHENSIVE INCOME (LOSS) $ 67,214,045 $(13,357,887) $ 68,541,846 $(28,055,156) ============ ============ ============ ============ The accumulated income (expense) balances of currency translation adjustments, net of taxes, were $306,981 and $250,399 at December 31, 2004 and June 30, 2004, respectively. For the three months ended December 31, 2004 and 2003, the effect from foreign currency transactions was a gain of $262,617 and $199,704, respectively. For the six months ended December 31, 2004 and 2003, the effect from foreign currency transactions was a gain of $274,420 and $130,877, respectively. NOTE K - Income Taxes --------------------- Due to the transaction with CTTV (see Note A of Notes to Consolidated Financial Statements) and the recognition of $79,532,000 in revenue from the license with Cobasys, it is estimated that the Company will have an alternative minimum tax liability. The Company has used the effective alternative minimum tax rate of 1.52% in computing the income tax expense as of December 31, 2004. 28 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, 2004 and is qualified in its entirety by the foregoing. The results of operations for the three months and six months ended December 31, 2004 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 have a history of losses, our future profitability is uncertain, and our financial statements are subject to a going concern explanatory paragraph by our independent registered public accounting firm; (o) we need to obtain debt or additional equity financing to continue to operate our business and financing may be unavailable, reduce our stock price or be available only on disadvantageous terms; (o) we have disclosed several material weaknesses in our internal controls that, if not remedied, could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information, and have a negative effect on the trading price of our stock; (o) our revenues are dependent upon licensing arrangements and joint ventures, and our licensees and joint venture partners may be unwilling or unable to devote their financial resources and manufacturing and marketing capabilities to commercialize products based on our technologies; (o) we receive a significant portion of our revenues from a small number of customers; (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 29 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 ability to succeed will be dependent upon our ability to successfully implement our business plan, as to which no assurance can be given; (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; (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; (o) our product development and commercialization programs involve a number of uncertainties and we may never generate sufficient revenues to become profitable; (o) we may not achieve the designed output capabilities of certain manufacturing equipment designed and built by us; (o) we rely on collaborative relationships and termination of any of these relationships and the underlying contracts could reduce the financial resources available to us, including future revenues; (o) some of our key technologies have not been used to produce commercial products and may not be capable of producing such products; (o) our commercialization programs will require substantial additional future funding which could hurt our operational and financial condition; (o) future sales of our securities may depress the price of our securities; or (o) our securities may not allow our holders to receive a return on such securities other than through the sale of the securities. 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 30 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 December 31, 2004 Compared to Three Months Ended ------------------------------------------------------------------- December 31, 2003 ----------------- Overview -------- The Company had net income of $67,137,000 on revenues of $95,724,000 in the three months ended December 31, 2004 compared to a net loss of $13,416,000 on revenues of $15,674,000 in the three months ended December 31, 2003. The table below summarizes the Company's operating results (in thousands): Operating Revenues Profit/(Loss) ----------------------- ---------------------- Segment 2004 2003 2004 2003 -------------------------- ---------- ---------- ---------- ---------- United Solar Ovonic $ 13,490 $ 8,918 $ (1,906) $ (3,038) Energy Conversion Devices 3,971 3,806 (5,026) (5,644) Ovonic Battery 78,848 3,688 74,237 (5,203) Consolidating Entries (585) (738) 260 798 -------- -------- -------- -------- Consolidated $ 95,724 $ 15,674 67,565 (13,087) ======== ======== Other Income (Expense) (1,669) (329) Income Taxes (1,025) - Extraordinary Item 2,266 - -------- -------- Net Income (Loss) $ 67,137 $(13,416) ======== ======== United Solar Ovonic Segment --------------------------- The United Solar Ovonic segment had a decreased operating loss in 2004 versus 2003 primarily due to significantly higher revenues and the impact of cost reductions in 2004. United Solar Ovonic's 2004 revenues increased by $4,572,000 from increased product sales. Photovoltaic sales increased by 69% to $11,235,000 for 2004 from $6,634,000 for 2003. Gross loss on United Solar Ovonic's product sales was $220,000 in 2004 compared to a gross loss of $1,524,000 in 2003 because of higher sales and lower material costs. United Solar Ovonic's revenues from product development agreements in the three months ended December 31, 2004 were $2,255,000 compared to $2,285,000 in 2003. 31 Revenues from product development agreements for the United Solar Ovonic segment in 2004 funded 99% of its cost of product development. Revenues from product development agreements decreased by $30,000 and spending increased by $280,000, resulting in an increase of $310,000 in net cost of product development. Three Months Ended December 31, 2004 2003 ---------- ---------- Cost of revenues from product development agreements $1,308,000 $1,602,000 Product development and research 967,000 393,000 ---------- ---------- Total cost of product development 2,275,000 1,995,000 Revenues from product development agreements 2,255,000 2,285,000 ---------- ---------- Net cost of product development $ 20,000 $ (290,000) ========== ========== The product development expenditures were used to fund the development of new products for space and airship applications and to develop lower-cost and higher-efficiency terrestrial products. United Solar Ovonic's operating, general and administrative expenses (net of allocations) decreased by $142,000 in 2004 as a result of reductions in 2004 in the number of employees, in other employee-related costs and in warranty expense, partially offset by reduced allocations ($52,000) to cost of product development in 2004. Energy Conversion Devices Segment --------------------------------- The ECD segment had a decreased operating loss in 2004 versus 2003, primarily due to an increase in the segment's revenues, an increase from royalties and other revenues, and the impact of ECD's cost-containment program. ECD's revenues from product development agreements decreased in the three months ended December 31, 2004 to $3,012,000 from $3,552,000 in the three months ended December 31, 2003 due to lower revenues from Ovonic Hydrogen ($1,446,000 in 2004 versus $2,313,000 in 2003) partially offset by new contracts with the National Institute of Standards and Technology (NIST) ($599,000 in 2004 versus $173,000 in 2003). Revenues from product development agreements for the ECD segment for the three months ended December 31, 2004 funded 45% of this segment's cost of product development. Revenues from product development agreements decreased by $540,000 and spending increased by $6,000, resulting in an increase of $546,000 in net cost of product development. 32 Three Months Ended December 31, 2004 2003 ---------- ---------- Cost of revenues from product development agreements $3,057,000 $3,524,000 Product development and research 3,670,000 3,197,000 ---------- ---------- Total cost of product development 6,727,000 6,721,000 Revenues from product development agreements 3,012,000 3,552,000 ---------- ---------- Net cost of product development $3,715,000 $3,169,000 ========== ========== Product development programs include work on the Ovonic Cognitive Computer technology - a unique approach to develop computing based on the learning capability that mimics the functionality of the human brain to combine memory and processing in a single sub-micron device. ECD is also developing a unique three-terminal Ovonic threshold/memory device technology to have high-speed, high-current capabilities. Additionally, ECD continued the development of the Ovonic regenerative fuel cell, which is a fundamentally new approach to fuel cell technology and, effective December 2, 2004, continued the development of Ovonic Hydrogen. 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 were $203,000 in the three months ended December 31, 2004 compared with $140,000 in the three months ended December 31, 2003. ECD's operating, general and administrative expenses (net of allocations) were $1,533,000 in 2004 compared to $1,944,000 in 2003. The decrease in the net expense for 2004 was due to reductions in 2004 in the cost of outside services and communications. Ovonic Battery Segment ---------------------- The Ovonic Battery segment had an operating income in 2004 versus an operating loss in 2003 primarily resulting from a license agreement, and the recognition of revenue of $79,532,000 in 2004 as described in Note B of Notes to Consolidated Financial Statements. The increase in Ovonic Battery's revenues was primarily due to the aforementioned license agreement, partially offset by reduced equipment sales to Rare Earth Ovonic and a reduction in revenues from product development agreements principally related to decreased activities under the advanced product development agreement from Cobasys. Equipment sales revenues decreased to a negative $2,668,000 in 2004 from $159,000 in 2003, primarily due to the cumulative revenue adjustment of $2,668,000 in connection with a review of its estimates to complete the equipment on the Ovonic Battery contracts with Rare Earth Ovonic to provide battery-manufacturing equipment and a reduction in the estimated margin from 12% to 8%. Sales of nickel hydroxide were $254,000 in 2004 versus $480,000 in 2003 as sales to the primary customer were affected by a temporary plant closure and an accumulation of inventory by the customer. The loss on product sales increased to $3,682,000 in 2004 from $445,000 in 2003 due to Ovonic Battery's reduction in revenues on the Rare Earth Ovonic contract. 33 Ovonic Battery's revenues from product development agreements in the three months ended December 31, 2004 decreased to $592,000 from $2,408,000 in the three months ended December 31, 2003, primarily due to reduced activities with Cobasys ($592,000 in 2004 compared to $1,935,000 in 2003) as Cobasys moves into its commercialization phase. Revenues from product development agreements for the Ovonic Battery segment in the three months ended December 31, 2004 funded 21% of Ovonic Battery's cost of product development as Ovonic Battery significantly reduced its spending on product development. Revenues from product development agreements decreased by $1,816,000 and spending decreased by $1,077,000, resulting in an increase of $739,000 in net cost of product development. Three Months Ended December 31, 2004 2003 ---------- ---------- Cost of revenues from product development agreements $ 582,000 $2,588,000 Product development and research 2,205,000 1,276,000 ---------- ---------- Total cost of product development 2,787,000 3,864,000 Revenues from product development agreements 592,000 2,408,000 ---------- ---------- Net cost of product development $2,195,000 $1,456,000 ========== ========== Royalties increased 31% to $782,000 in the three months ended December 31, 2004 from $596,000 in the three months ended December 31, 2003 due to increased royalties earned on the sale of hybrid electric vehicle batteries in 2004. Revenues from license and other agreements increased to $79,770,000 in the three months ended December 31, 2004 from $25,000 in the three months ended December 31, 2003. The 2004 license fees result from the recognition of revenue of $79,532,000 as a license fee (see Note B of Notes to Consolidated Financial Statements) and the amortization over 10.5 years of the $10,000,000 payment received in the settlement of the patent infringement disputes and counterclaims in consideration of the licenses granted and the agreement to cross license through December 31, 2014 (see Note B of Notes to Consolidated Financial Statements). The 2003 license fee resulted from a license to Linghao Battery of China. Revenues from license and other agreements depend on a small number of new business arrangements, are sporadic and vary dramatically from period to period. Patent expenses were incurred in 2004 and 2003 in connection with the protection of Ovonic Battery's United States and foreign patents covering its proprietary technologies. Total patent expenses decreased to $373,000 in the three months ended December 31, 2004 from $3,536,000 in the three months ended December 31, 2003, principally due to lower patent defense costs ($16,000 in 2004 versus $3,360,000 in 2003) for the protection of the Company's NiMH battery patents and technology. Ovonic Battery's operating, general and administrative expenses (net of allocations) decreased due to reductions in 2004 in the cost of outside services and facilities. 34 Other Income/Expense -------------------- The $1,340,000 decrease in other income (net) ($1,669,000 loss in 2004 compared to $329,000 loss in 2003) resulted primarily from the impairment loss ($1,710,000) in the Company's investment in Rare Earth Ovonic (see Note E of Notes to Consolidated Financial Statements). Six Months Ended December 31, 2004 Compared to Six Months Ended --------------------------------------------------------------- December 31, 2003 ----------------- Overview -------- The Company had net income of $68,485,000 on revenues of $117,876,000 in the six months ended December 31, 2004 compared to a net loss of $27,698,000 on revenues of $29,879,000 in the six months ended December 31, 2003. The table below summarizes the Company's operating results (in thousands) for the six months ended December 31, 2004 and 2003. Operating Revenues Profit/(Loss) ----------------------- ---------------------- Segment 2004 2003 2004 2003 -------------------------- ---------- ---------- ---------- ---------- United Solar Ovonic $ 28,582 $ 15,858 $ (2,538) $ (7,152) Energy Conversion Devices 8,044 7,553 (9,802) (12,460) Ovonic Battery 82,259 8,006 72,769 (9,678) Consolidating Entries (1,009) (1,538) 637 1,790 --------- --------- -------- -------- Consolidated $ 117,876 $ 29,879 61,066 (27,500) ========= ========= Other Income (Expense) 6,178 (198) Income Taxes (1,025) - Extraordinary Item 2,266 - -------- -------- Net Income (Loss) $ 68,485 $(27,698) ======== ======== United Solar Ovonic Segment --------------------------- The United Solar Ovonic segment had a decreased operating loss in 2004 versus 2003 primarily due to significantly higher revenues and the impact of cost reductions in 2004. United Solar Ovonic's 2004 revenues increased by $12,724,000 from increased product sales, partially offset by lower revenues from product development agreements. Photovoltaic sales increased by 113% to $24,211,000 for 2004 from $11,355,000 for 2003. Gross margin on United Solar Ovonic's product sales improved to $389,000 in 2004 compared to a gross loss of $3,285,000 in 2003 because of higher sales and lower material costs. 35 United Solar Ovonic's revenues from product development agreements in the six months ended December 31, 2004 decreased to $4,201,000 compared to $4,503,000 in 2003 primarily due to reduced revenues from its $15.5 million Air Force Contract to develop new solar technology to be used in space and airship vehicles ($3,385,000 in 2004 compared to $3,874,000 in 2003). Revenues from product development agreements for the United Solar Ovonic segment in 2004 funded 96% of its cost of product development. Revenues from product development agreements decreased by $302,000 and spending increased by $194,000, resulting in an increase of $496,000 in net cost of product development. Six Months Ended December 31, 2004 2003 ---------- ---------- Cost of revenues from product development agreements $2,917,000 $3,250,000 Product development and research 1,453,000 926,000 ---------- ---------- Total cost of product development 4,370,000 4,176,000 Revenues from product development agreements 4,201,000 4,503,000 ---------- ---------- Net cost of product development $ 169,000 $ (327,000) ========== ========== The product development expenditures were used to fund the development of new products for space and airship applications and to develop lower-cost and higher-efficiency terrestrial products. United Solar Ovonic's operating, general and administrative expenses (net of allocations) decreased by $1,260,000 in 2004 as a result of reductions in 2004 in the number of employees, in other employee-related costs and in warranty expense, partially offset by reduced allocations ($215,000) to cost of product development in 2004. Energy Conversion Devices Segment --------------------------------- The ECD segment had a decreased operating loss in 2004 versus 2003, primarily due to a decrease in the net cost of product development in 2004, an increase in ECD segment's revenues due to an increase in royalty revenue, and the impact of ECD's cost-containment program. ECD's revenues from product development agreements decreased in the six months ended December 31, 2004 to $6,855,000 from $7,090,000 in the six months ended December 31, 2003 due to lower revenues from Ovonic Hydrogen ($4,089,000 in 2004 versus $4,764,000 in 2003), partially offset by contracts with NIST ($1,190,000 in 2004 versus $173,000 in 2003). Revenues from product development agreements for the ECD segment for the six months ended December 31, 2004 funded 49% of this segment's cost of product development. Revenues from product development agreements decreased by $235,000 and spending decreased by $911,000, resulting in a decrease of $676,000 in net cost of product development. 36 Six Months Ended December 31, 2004 2003 ---------- ---------- Cost of revenues from product development agreements $6,949,000 $6,804,000 Product development and research 7,117,000 8,173,000 ---------- ---------- Total cost of product development 14,066,000 14,977,000 Revenues from product development agreements 6,855,000 7,090,000 ---------- ---------- Net cost of product development $7,211,000 $7,887,000 ========== ========== In the six months ended December 31, 2004, the Company reduced its spending in Ovonic Media ($325,000), fuel cell ($895,000) and hydrogen ($386,000) compared to spending in the six months ended December 31, 2003. Product development programs include work on the Ovonic Cognitive Computer technology - a unique approach to develop computing based on the learning capability that mimics the functionality of the human brain to combine memory and processing in a single sub-micron device. ECD is also developing a unique three-terminal Ovonic threshold/memory device technology to have high-speed, high-current capabilities. Additionally, ECD continued the development of the Ovonic regenerative fuel cell, which is a fundamentally new approach to fuel cell technology. 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 were $388,000 in the six months ended December 31, 2004 compared with $306,000 in the six months ended December 31, 2003. ECD's operating, general and administrative expenses (net of allocations) were $2,422,000 in 2004 compared to $3,065,000 in 2003. The decrease in the net expense for 2004 was due to reductions in 2004 in the cost of outside services and communications. Ovonic Battery Segment ---------------------- The Ovonic Battery segment had an operating income in 2004 versus an operating loss in 2003, primarily from a license agreement and the recognition of revenue of $79,532,000 in 2004. The increase in Ovonic Battery's revenues was primarily the recognition of revenue of $79,532,000 from a license agreement in 2004, partially offset by a decrease in equipment sales to Rare Earth Ovonic and a reduction in revenues from product development agreements principally related to decreased activities under the advanced product development agreement from Cobasys. Equipment sales revenues decreased to negative $1,240,000 in 2004 from $2,630,000 in 2003, primarily due to the cumulative revenue adjustment of $2,668,000 in connection with a review of its estimates to complete the equipment on the Ovonic Battery contracts with Rare Earth Ovonic to provide battery-manufacturing equipment and a reduction in the estimated margin from 12% to 8% resulting in negative revenue of 37 $1,598,000 in 2004 compared to revenue of $1,889,000 in 2003). Sales of nickel hydroxide were $254,000 in 2004 versus $715,000 in 2003 as sales to the primary customer were affected by a temporary plant closure and an accumulation of inventory by the customer. The loss on product sales increased to negative $4,011,000 in 2004 from negative $903,000 in 2003 due to Ovonic Battery's reduction in revenues on the Rare Earth Ovonic contracts. Ovonic Battery's revenues from product development agreements in the six months ended December 31, 2004 decreased to $1,067,000 from $4,246,000 in the six months ended December 31, 2003, primarily due to reduced activities with Cobasys ($1,067,000 in 2004 compared to $3,351,000 in 2003) as Cobasys moves into its commercialization phase. Revenues from product development agreements for the Ovonic Battery segment in the six months ended December 31, 2004 funded 20% of Ovonic Battery's cost of product development as Ovonic Battery significantly reduced its spending on product development. Revenues from product development agreements decreased by $3,179,000 and spending decreased by $2,741,000, resulting in an increase of $438,000 in net cost of product development. Six Months Ended December 31, 2004 2003 ---------- ---------- Cost of revenues from product development agreements $1,045,000 $4,539,000 Product development and research 4,320,000 3,567,000 ---------- ---------- Total cost of product development 5,365,000 8,106,000 Revenues from product development agreements 1,067,000 4,246,000 ---------- ---------- Net cost of product development $4,298,000 $3,860,000 ========== ========== Royalties increased 124% to $2,348,000 in the six months ended December 31, 2004 from $1,046,000 in the six months ended December 31, 2003 due to the recognition of $1,125,000 related to an advance royalty payment made by a licensee to the Company in 1993 associated with a license agreement under which the licensee no longer has a contractual obligation to make payments and increased royalties earned on the sale of hybrid electric vehicle batteries in 2004. Revenues from license and other agreements increased to $80,008,000 in the six months ended December 31, 2004 from $75,000 in the six months ended December 31, 2003. The 2004 license fees result from the recognition of revenues of $79,532,000 as a license fee and the amortization over 10.5 years of the $10,000,000 payment received in the settlement of the patent infringement disputes and counterclaims in consideration of the licenses granted and the agreement to cross license through December 31, 2014 (see Note B of Notes to Consolidated Financial Statements). The 2003 license fees resulted from licenses to Linghao Battery and Mcnair-tech Co., Ltd. of China. Revenues from license and other agreements depend on a small number of new business arrangements, are sporadic and vary dramatically from period to period. 38 Patent expenses were incurred in 2004 and 2003 in connection with the protection of Ovonic Battery's United States and foreign patents covering its proprietary technologies. Total patent expenses decreased to $812,000 in the six months ended December 31, 2004 from $5,837,000 in the six months ended December 31, 2003, principally due to lower patent defense costs ($189,000 in 2004 versus $5,471,000 in 2003) for the protection of the Company's NiMH battery patents and technology. Ovonic Battery's operating, general and administrative expenses (net of allocations) decreased due to reductions in 2004 in the cost of outside services and facilities. Other Income/Expense -------------------- The $6,376,000 improvement in other income (net) ($6,178,000 income in 2004 compared to $198,000 loss in 2003) resulted primarily from the $8,000,000 distribution received from Cobasys as a distribution from the joint venture associated with the settlement of the patent infringement disputes and counterclaims (see Note B of Notes to Consolidated Financial Statements), partially offset by the impairment loss ($1,710,000) in the Company's investment in Rare Earth Ovonic (see Note E of Notes to Consolidated Financial Statements). Liquidity and Capital Resources As of December 31, 2004, the Company had consolidated cash, cash equivalents, and accounts receivable (including $295,000 of amounts due from related parties) of $42,251,000 and had consolidated working capital of $37,247,000. As part of the settlement of the patent infringement disputes and counterclaims, ECD and Ovonic Battery received a nonrefundable $10 million patent license fee from MEI and PEVE. In addition, Cobasys received a $20 million nonrefundable patent license fee from MEI, PEVE and Toyota, of which $4 million was placed in escrow for a next-generation NiMH battery development project plan. Upon receipt of the funds, Cobasys made $8 million distributions to each of Ovonic Battery and CTTV as a distribution from the joint venture (see Note B of Notes to Consolidated Financial Statements). On August 12, 2004, the Board of Directors approved management's business restructuring plan to take full advantage of the favorable battery settlement agreement announced on July 7, 2004 and the increasing market interest in solar energy systems and hybrid electric vehicles. Our strategy is to transition from a highly successful research-oriented company to the next phase of development, which is to commercialize the products we have developed and concentrate on growing sales revenues and equity value in our core commercial businesses with the goal of moving the Company into a position of having sustained profitability by July 2006. The restructuring is expected to increase product revenues while enabling us to carry out major cost-reduction measures, including significant reductions in the workforce to right size activities to support our core commercial businesses. We will manage a reduced portfolio of advanced product development activities and a leaner R&D team to grow future businesses. 39 The core commercial businesses on which the Company is focusing are our wholly owned subsidiary, United Solar Ovonic, and our joint ventures, Cobasys and Ovonyx. The December 2004 agreement with CTTV provides a mechanism for additional funding from CTTV to continue the Cobasys expansion. CTTV will be entitled to priority right of repayment for providing the additional funding. ECD and CTTV will each continue to own a 50-percent interest in Cobasys subject to adjustment under certain circumstances. The Company expects the amount of cash to be received under existing product development agreements in the year ending June 30, 2005 to decrease to approximately $16,882,000, compared to $36,678,000 received in the year ended June 30, 2004, due to reduced funding to be received in the year ending June 30, 2005 from ChevronTexaco. Our backlog of orders as of December 31, 2004 for machine-building and equipment sales contracts, photovoltaic products and metal hydride materials is $21,853,000 compared to a backlog of $9,166,000 at December 31, 2003. The increase in 2004 was due to an increase in the backlog for United Solar Ovonic. In fiscal 2006, we expect to recognize $3,679,000 of this backlog. As of December 31, 2004, the Company had $29,743,000 consolidated cash and cash equivalents ($1,000,000 of which was restricted) consisting of money market funds. It is the Company's policy that investments (including cash equivalents) shall be rated "A" or higher by Moody's or Standard and Poor's, no single investment (excluding cash equivalents) shall represent more than 10% of the portfolio and at least 20% of the total portfolio shall have maturities of 90 days or less. During the six months ended December 31, 2004, $5,437,000 of cash was generated from operations. The difference between the net income of $68,485,000 and the net cash generated from operations was principally due to the recognition of non-cash revenue of $79,532,000 as a license fee (see Note B of Notes to Consolidated Financial Statements) and reductions in nonrefundable advance royalties, partially offset by deferred nonrefundable patent license fee received from the conclusion of the patent litigation with MEI ($10,000,000), noncash costs (principally depreciation, $4,075,000), changes in nonrefundable advance royalties ($1,832,000) and deferred revenues under business agreements ($894,000) (see Notes A, B and G of Notes to Consolidated Financial Statements). In consideration of the expanded license with Cobasys, revised joint venture agreements and the collateralization of certain obligations, ECD received an option to purchase the 4,376,633 shares of ECD Common Stock owned by a subsidiary of ChevronTexaco. The option, exercisable at $4.55 per share and expiring on November 1, 2005, will provide the Company with the added flexibility to secure additional capital required for its future growth. The Company spent $730,000 on property, plant and equipment that was placed in service during the six months ended December 31, 2004. In total, the Company expects to spend $2,000,000 for capital expenditures in fiscal 2005, primarily for manufacturing equipment at United Solar Ovonic and for leasehold improvements to the Company's facilities. 40 As part of its long-standing strategy, the Company has made investments in its technologies, which have resulted in enabling intellectual property and products. The technology emerging from these investments has enabled 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. The resultant strategic alliances and agreements with major companies have accelerated the commercialization and development of the Company's products and technologies. While the Company's business partners have funded most of its product development and commercialization activities, additional sources of cash are required to sustain the Company's operations. The Company expects to continue to use significant cash to fund its operations in the coming year and is engaged in a number of activities to raise capital, grow revenues and reduce costs. Management believes that funds generated from operations; new business agreements; equity financing, including the exercise of Common Stock purchase warrants and exercise of stock options; debt financings; new government contracts and the cost-containment initiatives, together with existing cash and cash equivalents, will be adequate to support the Company's operations for the coming year. However, the amount and timing of such activities are uncertain. Accordingly, no assurances can be given as to the timing or success of the aforementioned plans, negotiations, discussions and programs. The report of the independent registered public accounting firm states that "the Company's recurring losses from operations and need for additional working capital raise substantial doubt about its ability to continue as a going concern." The Company has recurring losses from operations and is actively engaged in discussions to obtain the needed additional working capital. 41 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 $29,738,000 and $13,074,000 of these investments (including cash equivalents) on December 31, 2004 and June 30, 2004, respectively. On December 31 and June 30, 2004, the investments were all maturing on a daily basis. It is the Company's policy that investments (including cash equivalents) shall be rated "A" or higher by Moody's or Standard and Poor's, no single investment (excluding cash equivalents) shall represent more than 10% of the portfolio and at least 20% of the total portfolio shall have maturities of 90 days or less. Our market risk primarily relates to the risks of changes in the credit quality of issuers. As of December 31, 2004, the risk associated with changes in interest rates is minimal due to the short average maturity of the investments. Item 4. Controls and Procedures ------ ----------------------- In Item 9A, Controls and Procedures of the Company's Form 10-K for the year ended June 30, 2004, the following four significant deficiencies were identified pursuant to standards established by the Public Company Accounting Oversight Board (PCAOB): 1. The Company has insufficient documentation of its policies and procedures around internal controls to ensure that the execution of activities and controls are consistent with management's objectives. 2. The Company does not currently have monitoring controls in place to determine whether controls that have been implemented by management, specifically in the financial reporting function, are actually operating consistently with management's objectives. 3. The Company has areas where employees are performing processes or controls that are incompatible with their functions. Segregation of duties issues were identified in the Accounts Receivable, Accounts Payable, Financial Reporting, Payroll, and Treasury functions. 4. The Company has certain weaknesses in the security of data within the Company's information systems. These include issues regarding security event logs and activity reports, assignment of administrator rights, segregation of duties, and access to data and applications. The Company's independent registered public accounting firm, Grant Thornton LLP, has indicated that each of the above significant deficiencies constitutes a material weakness in our internal controls pursuant to standards established by the PCAOB. 42 As part of the Company's effort to ensure compliance with provisions of Sarbanes-Oxley Section 404, the Company has devised a plan and committed the required resources to address and remediate these material weaknesses prior to our attestation of control effectiveness as of June 30, 2005. This has included the recent retention of a registered public accounting firm to assist in the project direction, execution and external reporting. As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of the Company's management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-14(c) under the Securities Exchange Act of 1934). Based upon that evaluation, which considered the material weaknesses mentioned above, the Chief Executive Officer and Chief Financial Officer concluded that the operation of these disclosure controls and procedures were effective for gathering, analyzing and disclosing information required to be disclosed in connection with the Company's filing of its Quarterly Report on Form 10-Q for the quarter ended December 31, 2004. No significant changes were made in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. 43 PART II - OTHER INFORMATION --------------------------- Item 1. Legal Proceedings ------ ----------------- See "Settlement Agreement" under Note B - Financings of the Notes to Consolidated Financial Statements on page 14. Item 4. Submission of Matters to a Vote of Security Holders ------ --------------------------------------------------- At the Annual Meeting of Stockholders (the "Meeting") held on November 18, 2004, the following directors were elected for the ensuing year and until their successors are duly elected and qualified: For Withheld ---------- -------- Robert C. Stempel 29,325,400 214,011 Stanford R. Ovshinsky 29,277,312 262,099 Iris M. Ovshinsky 29,186,940 352,471 Robert I. Frey 29,447,558 91,853 William J. Ketelhut 29,438,108 101,303 Florence I. Metz 29,340,152 199,259 Stephen Rabinowitz 29,436,453 102,958 Also approved at the Meeting was the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending June 30, 2005 (with 29,463,443 votes For; 50,088 votes Against; and 25,880 Abstentions). Item 6. Exhibits and Reports on Form 8-K ------ -------------------------------- A. Exhibits -------- 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. B. Reports on Form 8-K ------------------- During the quarter ended December 31, 2004, the Registrant filed or furnished the following reports on Form 8-K: 1. On November 5, 2004, we filed a Current Report on Form 8-K for the purpose of filing an amendment to article VIII of our bylaws decreasing the maximum number of our directors to seven effective November 18, 2004. 44 2. On November 9, 2004, we filed a Current Report on Form 8-K for the purpose of furnishing our press release announcing the financial results for the quarter ended September 30, 2004. 3. On December 2, 2004, we filed a Current Report on Form 8-K under Items 1.01, 1.02 and 7.01 relating to a series of agreements entered into by ECD and its subsidiary Ovonic Battery Company, Inc. and certain affiliates of ChevronTexaco Corporation, TRMI Holdings Inc., and ChevronTexaco Technology Ventures LLC. 45 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: February 9, 2005 Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) By: /s/ Robert C. Stempel -------------------------------------------- Robert C. Stempel Date: February 9, 2005 Chairman and Chief Executive Officer 46