UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(Mark
One)
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
quarterly period ended
September
30, 2009
¨
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
|
For the
transition period from _________ to _________
Commission
file number
001-13549
SOLAR
THIN FILMS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
95-4356228
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employee Identification No.)
|
116
John Street, Suite 1120, New York, New York 10038
(Address
of principal executive offices)
(212)
629-8260
(Registrant's
telephone number, including area code)
25
Highland Blvd, Dix Hills, New York 11746
(Former
name, former address and formal fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) 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 the filing requirements for
the past 90 days.
Yes
x
No
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes
¨
No
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer”
and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer
¨
|
Accelerated
filer
¨
|
|
|
Non-accelerated
filer
¨
|
Smaller
reporting company
x
|
Indicate
by check mark whether registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act)
Yes
¨
No
x
Number of
outstanding shares of the registrant's par value $0.01 common stock, as of
November 9, 2009: 18,048,268.
EXPLANATORY
NOTE
As previously reported by Solar Thin
Films, Inc. (the “Company”) in its Current Report on Form 8-K filed with the SEC
on September 8, 2009, effective September 3, 2009, the Company amended its
Certificate of Incorporation by filing a certificate of amendment with the
Secretary of State of the State of Delaware for purposes of effectuating a
one-for-five (1:5) reverse split of the issued and outstanding shares of common
stock of the Company (the “Reverse Split”).
All common share amounts and per share
amounts in the accompanying financial statements and in this Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2009 have been
retroactively restated to reflect the Reverse Split.
SOLAR
THIN FILMS, INC.
FORM
10-Q
INDEX
|
|
|
PAGE
|
|
|
|
|
Cautionary
Statement Concerning Forward-Looking Statements
|
|
4
|
|
|
|
PART I
|
FINANCIAL
INFORMATION
|
|
F-
1
to F-
41
|
|
|
|
|
Item
1.
|
Condensed
Consolidated Balance Sheets at September 30, 2009 (unaudited) and December
31, 2008
|
|
F-
1
|
|
|
|
|
|
Condensed
Consolidated Statements of Operations and Comprehensive Income (Loss) for
the Three and Nine Months Ended September 30, 2009 and 2008
(unaudited)
|
|
F-
2
|
|
|
|
|
|
Condensed
Consolidated Statement of Stockholders’ Deficit for the Twelve Months
Ended December 31, 2008 and Nine Months Ended September 30, 2009
(unaudited)
|
|
F-
3 to
F-4
|
|
|
|
|
|
Condensed
Consolidated Statements of Cash Flows for the Nine Months Ended September
30, 2009 and 2008 (unaudited)
|
|
F-
5
|
|
|
|
|
|
Notes
to Unaudited Condensed Consolidated Financial Statements
|
|
F-
6
to F-
41
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
|
6
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
|
23
|
Item
4T.
|
Controls
and Procedures
|
|
23
|
|
|
|
|
PART II
|
OTHER
INFORMATION
|
|
24
|
|
|
|
|
Item
1.
|
Legal
Proceedings
|
|
24
|
Item
1A.
|
Risk
Factors
|
|
25
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
|
25
|
Item
3.
|
Defaults
on Senior Securities
|
|
25
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
|
25
|
Item
5.
|
Other
Information
|
|
25
|
Item
6.
|
Exhibits
|
|
25
|
|
|
|
Signatures
|
|
26
|
Cautionary
Statement Concerning Forward-Looking Statements
Our representatives and we may from
time to time make written or oral statements that are "forward-looking,"
including statements contained in this Quarterly Report on Form 10-Q and other
filings with the Securities and Exchange Commission, reports to our stockholders
and news releases. All statements that express expectations, estimates,
forecasts or projections are forward-looking statements within the meaning of
the Act. In addition, other written or oral statements which constitute
forward-looking statements may be made by us or on our behalf. Words such as
"expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
"projects," "forecasts," "may," "should," variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions which are difficult to predict. These risks may
relate to, without limitation:
·
|
we
have a significant working capital shortage; as of the filing date of this
report, we are currently in default in payment of $1.25 million of
indebtedness which became due in March 2009 and approximately $633,000 of
indebtedness (plus redemption penalties and accrued interest) which became
due in June 2009, and may face litigation or even bankruptcy if we are
unable to met our obligations;
|
·
|
we
need to raise additional capital which may not be available on acceptable
terms or at all;
|
·
|
we
have a history of substantial losses, may incur additional losses in 2009
and beyond, and may never achieve or maintain
profitability;
|
·
|
our
revenues and operating results are likely to fluctuate
significantly;
|
·
|
we
have only generated limited revenues and may never achieve
profitability;
|
·
|
our
equipment business is small and projected revenues may not
materialize;
|
·
|
our
equipment business is dependent on a small amount of customers and any
loss of these customers will have a negative impact on our
operations;
|
·
|
evaluating
our business and future prospects may be difficult due to the rapidly
changing market landscape;
|
·
|
our
“turnkey” manufacturing facility may not gain market acceptance, which
would prevent us from achieving increased sales and market
share;
|
·
|
technological
changes in the solar power industry could render our turnkey manufacturing
facilities uncompetitive or obsolete, which could reduce our market share
and cause our sales to decline;
|
·
|
we
face risks associated with the marketing, development and sale of our
turnkey facilities internationally, and if we are unable to effectively
manage these risks, it could impair our ability to expand our business
abroad;
|
·
|
we
may not be able to successfully develop and commercialize our turnkey PV
manufacturing facilities which would result in continued losses and may
require us to curtail or cease;
|
·
|
our
fixed-price contracts could subject us to losses in the event that we have
cost overruns;
|
·
|
we
are selling up to 49% of the equity of our Kraft subsidiary in order to
acquire BudaSolar Technologies Co.
Ltd.;
|
·
|
our
inability to perform under significant contracts would have a material
adverse effect on our consolidated business and
prospects;
|
·
|
we
have a few proprietary rights, the lack of which may make it easier for
our competitors to compete against
us;
|
·
|
we
depend on the services of key executives and technical and other
personnel, the loss of whom could materially harm our business or reduce
our operational effectiveness;
|
·
|
we
do not maintain theft or casualty insurance and only maintain modest
liability and property insurance coverage and therefore we could incur
losses as a result of an uninsured loss;
and
|
·
|
governmental
regulation may have a negative impact on our
business.
|
Therefore,
actual outcomes and results may differ materially from what is expressed or
forecasted in or suggested by such forward-looking statements. We undertake no
obligation to publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof. Readers should carefully
review the factors described herein and in other documents we file from time to
time with the Securities and Exchange Commission, including our Quarterly
Reports on Form 10-Q, Annual Reports on Form 10-K, and any Current Reports on
Form 8-K filed by us.
PART
I. FINANCIAL INFORMATION
Item
1. Financial Statements
SOLAR
THIN FILMS, INC.
CONDENSED CONSOLIDATED
BALANCE SHEETS
|
|
September
30,
|
|
|
December
31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
1,557,334
|
|
|
$
|
619,257
|
|
Accounts
receivable, net of allowance for doubtful accounts of $696,067 and
$696,067, respectively
|
|
|
2,242,056
|
|
|
|
194,341
|
|
Accounts
receivable, related party, net of allowance for doubtful accounts of
$831,863 and $831,863, respectively
|
|
|
-
|
|
|
|
500,000
|
|
Inventory
|
|
|
215,149
|
|
|
|
207,041
|
|
Advances
to suppliers
|
|
|
-
|
|
|
|
931,370
|
|
Note
receivable, net of allowance for doubtful accounts of
$250,000
|
|
|
-
|
|
|
|
-
|
|
Deposits
and other current assets
|
|
|
750,155
|
|
|
|
378,331
|
|
Total
current assets
|
|
|
4,764,694
|
|
|
|
2,830,340
|
|
|
|
|
|
|
|
|
|
|
Property,
plant and equipment, net of accumulated depreciation of $484,298 and
$439,998, respectively
|
|
|
315,233
|
|
|
|
413,241
|
|
|
|
|
|
|
|
|
|
|
Other
assets:
|
|
|
|
|
|
|
|
|
Deferred
financing costs, net of accumulated amortization of $607,500 and $581,000,
respectively
|
|
|
-
|
|
|
|
26,500
|
|
Investments
into CG Solar, at cost
|
|
|
-
|
|
|
|
1,500,000
|
|
Deposits
|
|
|
33,641
|
|
|
|
38,072
|
|
Other
assets
|
|
|
801
|
|
|
|
3,893
|
|
Total
other assets
|
|
|
34,442
|
|
|
|
1,568,465
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
5,114,369
|
|
|
$
|
4,812,046
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
4,997,772
|
|
|
$
|
4,028,115
|
|
Notes
payable, current portion
|
|
|
2,698,000
|
|
|
|
2,560,997
|
|
Advances
received from customers
|
|
|
-
|
|
|
|
1,969,390
|
|
Deferred
revenue
|
|
|
2,403,840
|
|
|
|
33,452
|
|
Note
payable-other
|
|
|
1,500,000
|
|
|
|
1,500,000
|
|
Total
current liabilities
|
|
|
11,599,612
|
|
|
|
10,091,954
|
|
|
|
|
|
|
|
|
|
|
Dividends
payable
|
|
|
146,206
|
|
|
|
143,778
|
|
Total
long term debt
|
|
|
146,206
|
|
|
|
143,778
|
|
|
|
|
|
|
|
|
|
|
Commitments
and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholder's
Deficit
|
|
|
|
|
|
|
|
|
Preferred
stock, par value $0.01 per share; 2,700,000 shares
authorized:
|
|
|
|
|
|
|
|
|
Series
A Preferred stock, par value $0.01 per share; 1,200,000 shares designated;
-0- issued and outstanding at September 30, 2009 and December 31,
2008
|
|
|
|
|
|
|
|
|
Series
B Preferred stock, par value $0.01 per share; 1,500,000 shares
designated:
|
|
|
|
|
|
|
|
|
Series
B-1 Preferred stock, par value $0.01 per share, 1,000,000 shares
designated, 228,652 shares issued and outstanding at September 30, 2009
and December 31, 2008
|
|
|
2,286
|
|
|
|
2,286
|
|
Series
B-3 Preferred stock, par value $0.01 per share, 232,500 shares designated,
47,502 and 47,518 shares issued and outstanding at September 30, 2009 and
December 31, 2008, respectively
|
|
|
475
|
|
|
|
475
|
|
Series
B-4 Preferred stock, par value $0.01 per share, 100,000 shares designated,
-0- share issued and outstanding at September 30, 2009 and December 31,
2008
|
|
|
-
|
|
|
|
-
|
|
Common
stock, par value $0.01 per share, 150,000,000 shares authorized,
18,048,268 and 11,562,120 shares issued and outstanding as of September
30, 2009 and December 31, 2008, respectively
|
|
|
180,483
|
|
|
|
115,621
|
|
Additional
paid in capital
|
|
|
24,173,997
|
|
|
|
25,300,488
|
|
Treasury
stock
|
|
|
(80,000
|
)
|
|
|
(80,000
|
)
|
Deferred
compensation
|
|
|
-
|
|
|
|
(26,250
|
)
|
Accumulated
deficit
|
|
|
(31,678,926
|
)
|
|
|
(32,549,564
|
)
|
Accumulated
other comprehensive income
|
|
|
770,236
|
|
|
|
666,670
|
|
Total
Solar Thin Film's shareholders' deficit
|
|
|
(6,631,449
|
)
|
|
|
(6,570,274
|
)
|
Non
controlling interest
|
|
|
-
|
|
|
|
1,146,588
|
|
Total
shareholders' deficit
|
|
|
(6,631,449
|
)
|
|
|
(5,423,686
|
)
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Deficit
|
|
$
|
5,114,369
|
|
|
$
|
4,812,046
|
|
The
accompanying notes to the unaudited condensed consolidated financial
statements.
SOLAR
THIN FILMS, INC.
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited)
|
|
Three months ended September 30,
|
|
|
Nine months ended September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUE:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment
sales
|
|
$
|
-
|
|
|
$
|
1,855,371
|
|
|
$
|
-
|
|
|
$
|
2,871,458
|
|
Factory
Sales
|
|
|
2,181,956
|
|
|
|
-
|
|
|
|
8,402,980
|
|
|
|
-
|
|
Total
revenue
|
|
|
2,181,956
|
|
|
|
1,855,371
|
|
|
|
8,402,980
|
|
|
|
2,871,458
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of sales
|
|
|
1,516,105
|
|
|
|
1,354,511
|
|
|
|
5,641,876
|
|
|
|
2,287,456
|
|
Gross
profit
|
|
|
665,851
|
|
|
|
500,860
|
|
|
|
2,761,104
|
|
|
|
584,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General,
selling and administrative expenses
|
|
|
1,169,227
|
|
|
|
1,121,147
|
|
|
|
3,728,322
|
|
|
|
3,233,186
|
|
Research
and development
|
|
|
-
|
|
|
|
(60,000
|
)
|
|
|
-
|
|
|
|
120,000
|
|
Depreciation
|
|
|
18,435
|
|
|
|
41,999
|
|
|
|
68,130
|
|
|
|
114,981
|
|
Total
operating expenses
|
|
|
1,187,662
|
|
|
|
1,103,146
|
|
|
|
3,796,452
|
|
|
|
3,468,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS FROM OPERATIONS
|
|
|
(521,811
|
)
|
|
|
(602,286
|
)
|
|
|
(1,035,348
|
)
|
|
|
(2,884,165
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income/(expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation (loss) gain
|
|
|
(218,432
|
)
|
|
|
52,031
|
|
|
|
(323,655
|
)
|
|
|
22,033
|
|
Interest
expense, net
|
|
|
(116,257
|
)
|
|
|
(291,410
|
)
|
|
|
(835,497
|
)
|
|
|
(971,576
|
)
|
Gain
on change in fair value of derivative liability
|
|
|
-
|
|
|
|
-
|
|
|
|
21,776
|
|
|
|
-
|
|
Impairment
on investment
|
|
|
-
|
|
|
|
-
|
|
|
|
(150,000
|
)
|
|
|
-
|
|
Debt
acquisition costs
|
|
|
-
|
|
|
|
(15,761
|
)
|
|
|
(26,500
|
)
|
|
|
(58,647
|
)
|
Other
income (expense)
|
|
|
22,544
|
|
|
|
(990
|
)
|
|
|
28,189
|
|
|
|
1,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss before provision for income taxes
|
|
|
(833,956
|
)
|
|
|
(858,416
|
)
|
|
|
(2,321,035
|
)
|
|
|
(3,890,922
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
(833,956
|
)
|
|
|
(858,416
|
)
|
|
|
(2,321,035
|
)
|
|
|
(3,890,922
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
attributable to non-controlling interest
|
|
|
-
|
|
|
|
(670
|
)
|
|
|
(8,772
|
)
|
|
|
(13,683
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS ATTRIBUTABLE TO SOLAR THIN FILMS, INC.
|
|
$
|
(833,956
|
)
|
|
$
|
(859,086
|
)
|
|
$
|
(2,329,807
|
)
|
|
$
|
(3,904,605
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss per common share attributable to SOLAR THIN FILMS, INC, (basic and
fully diluted)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.34
|
)
|
Weighted
average shares outstanding used in net loss per share
calculation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,465,878
|
|
|
|
11,556,720
|
|
|
|
12,917,247
|
|
|
|
11,523,226
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
Loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(833,956
|
)
|
|
$
|
(858,416
|
)
|
|
$
|
(2,321,035
|
)
|
|
$
|
(3,890,922
|
)
|
Foreign
currency translation (loss) gain
|
|
|
(81,477
|
)
|
|
|
(89,562
|
)
|
|
|
103,566
|
|
|
|
126,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
Loss
|
|
|
(915,433
|
)
|
|
|
(947,978
|
)
|
|
|
(2,217,469
|
)
|
|
|
(3,764,462
|
)
|
Comprehensive
(income) attributable to the non controlling interest
|
|
|
-
|
|
|
|
(670
|
)
|
|
|
(8,772
|
)
|
|
|
(13,683
|
)
|
Comprehensive
loss attributable to Solar Thin Films, Inc.
|
|
$
|
(915,433
|
)
|
|
$
|
(948,648
|
)
|
|
$
|
(2,226,241
|
)
|
|
$
|
(3,778,145
|
)
|
The
accompanying notes to the unaudited condensed consolidated financial
statements.
SOLAR
THIN FILMS, INC.
CONSOLIDATED
STATEMENT OF STOCKHOLDERS' DEFICIT
TWELVE
MONTHS ENDED DECEMBER 31, 2008 AND NINE MONTHS ENDED SEPTEMBER 30,
2009
(UNAUDITED)
|
|
SOLAR
THIN FILMS, INC.
|
|
|
|
Preferred
Series B-1
|
|
|
Preferred
Series B-3
|
|
|
Common
shares
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
Balance,
December 31, 2007 (Note 12)
|
|
|
228,652
|
|
|
$
|
2,286
|
|
|
|
47,518
|
|
|
$
|
475
|
|
|
|
11,402,520
|
|
|
$
|
114,025
|
|
Issuance
of 119,000 shares of common stock in exchange for convertible notes
payable (Note 12)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
119,000
|
|
|
|
1,190
|
|
Fair
value of vested portion of employee options issued
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Sale
of majority owned subsidiary common stock by subsidiary
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Reduction
in ownership of majority owned subsidiary
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Issuance
of 39,800 shares of common stock in exchange for convertible notes payable
(Note 12)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
39,800
|
|
|
|
398
|
|
Issuance
of 800 shares of common stock in exchange for convertible notes payable
(Note 12)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
800
|
|
|
|
8
|
|
Amortization
of deferred compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Foreign
currency translation gain
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Balance,
December 31, 2008
|
|
|
228,652
|
|
|
|
2,286
|
|
|
|
47,518
|
|
|
|
475
|
|
|
|
11,562,120
|
|
|
|
115,621
|
|
Cumulative
effect of a change in accounting principle -adoption of Derivative
and Hedging, ASC 815-40, effective January 1, 2009
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Issuance
of 65,000 shares of common stock in exchange for services rendered (Note
12)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
65,000
|
|
|
|
650
|
|
Issuance
of 102 shares of common stock in exchange for 16 Preferred Series B-3
shares (Note 12)
|
|
|
-
|
|
|
|
-
|
|
|
|
(16
|
)
|
|
|
-
|
|
|
|
102
|
|
|
|
1
|
|
Change
in then majority owned subsidiary equity
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Fair
value of vested portion of employee options issued
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change
in fair value of re priced vested employee options
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Issuance
of then majority owned subsidiary common stock for
services
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Fair
value of warrants issued in exchange for services to be
rendered
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Amortization
of deferred compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Issuance
of 6,421,000 shares of common stock in exchange for noncontrolling
interest in then majority owned subsidiary (Note 12)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,421,000
|
|
|
|
64,210
|
|
Rounding
due to reverse split (Note 12)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
46
|
|
|
|
1
|
|
Foreign
currency translation gain
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
228,652
|
|
|
$
|
2,286
|
|
|
|
47,502
|
|
|
$
|
475
|
|
|
|
18,048,268
|
|
|
$
|
180,483
|
|
The
accompanying notes to the unaudited condensed consolidated financial
statements.
SOLAR
THIN FILMS, INC.
CONSOLIDATED
STATEMENT OF STOCKHOLDERS' DEFICIT
TWELVE
MONTHS ENDED DECEMBER 31, 2008 AND NINE MONTHS ENDED SEPTEMBER 30,
2009
(UNAUDITED)
|
|
SOLAR
THIN FILMS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
Additional
|
|
|
Deferred
|
|
|
Treasury
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
Non
controlling
|
|
|
Stockholders'
|
|
|
|
Paid
in Capital
|
|
|
Compensation
|
|
|
Stock
|
|
|
Income
(loss)
|
|
|
Deficit
|
|
|
Interest
|
|
|
Deficit
|
|
Balance,
December 31, 2007 (Note 12)
|
|
|
23,313,843
|
|
|
|
(79,750
|
)
|
|
|
(80,000
|
)
|
|
|
441,044
|
|
|
|
(24,075,554
|
)
|
|
|
999,496
|
|
|
|
635,865
|
|
Issuance
of 119,000 shares of common stock in exchange for convertible notes
payable (Note 12)
|
|
|
593,810
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
595,000
|
|
Fair
value of vested portion of employee options
|
|
|
1,085,016
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
1,085,016
|
|
Sale
of majority owned subsidiary common stock by subsidiary
|
|
|
105,225
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
44,775
|
|
|
|
150,000
|
|
Reduction
in ownership of majority owned subsidiary
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
170,221
|
|
|
|
170,221
|
|
Issuance
of 199,000 shares of common stock in exchange for convertible notes
payable (Note 12)
|
|
|
198,602
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
199,000
|
|
Issuance
of 800 shares of common stock in exchange for convertible notes payable
(Note 12)
|
|
|
3,992
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,000
|
|
Amortization
of deferred compensation
|
|
|
-
|
|
|
|
53,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
53,500
|
|
Foreign
currency translation gain
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
225,626
|
|
|
|
-
|
|
|
|
-
|
|
|
|
225,626
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(8,474,010
|
)
|
|
|
(67,904
|
)
|
|
|
(8,541,914
|
)
|
Balance,
December 31, 2008
|
|
|
25,300,488
|
|
|
|
(26,250
|
)
|
|
|
(80,000
|
)
|
|
|
666,670
|
|
|
|
(32,549,564
|
)
|
|
|
1,146,588
|
|
|
|
(5,423,686
|
)
|
Cumulative
effect of a change in accounting principle -adoption of Derivative
and Hedging, ASC 815-40, effective January 1, 2009
|
|
|
(3,222,222
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,200,445
|
|
|
|
-
|
|
|
|
(21,777
|
)
|
Issuance
of 65,000 shares of common stock in exchange for services rendered (Note
12)
|
|
|
77,350
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
78,000
|
|
Issuance
of 102 shares of common stock in exchange for 16 Preferred Series B-3
shares (Note 12)
|
|
|
(1
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Change
in then majority owned subsidiary equity
|
|
|
(9,156
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
9,156
|
|
|
|
-
|
|
Fair
value of vested portion of employee options issued
|
|
|
609,894
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
609,894
|
|
Change
in fair value of re priced vested employee options
|
|
|
45,493
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
45,493
|
|
Issuance
of then majority owned subsidiary common stock for
services
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
49,141
|
|
|
|
49,141
|
|
Fair
value of warrants issued in exchange for services to be
rendered
|
|
|
222,706
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
222,706
|
|
Amortization
of deferred compensation
|
|
|
-
|
|
|
|
26,250
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
26,250
|
|
Issuance
of 6,421,000 shares of common stock in exchange for non-controlling
interest in then majority owned subsidiary (Note 12)
|
|
|
1,149,446
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,213,656
|
)
|
|
|
-
|
|
Rounding
due to reverse split
|
|
|
(1
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Foreign
currency translation gain (Note 12)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
103,566
|
|
|
|
-
|
|
|
|
|
|
|
|
103,566
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,329,807
|
)
|
|
|
8,771
|
|
|
|
(2,329,807
|
)
|
|
|
|
24,173,997
|
|
|
$
|
-
|
|
|
$
|
(80,000
|
)
|
|
$
|
770,236
|
|
|
|
(31,678,926
|
)
|
|
|
-
|
|
|
$
|
(6,631,449
|
)
|
The
accompanying notes to the unaudited condensed consolidated financial
statements.
SOLAR
THIN FILMS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
Nine months ended September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(2,329,807
|
)
|
|
$
|
(3,904,605
|
)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
100,902
|
|
|
|
151,573
|
|
Bad
debt
|
|
|
50,000
|
|
|
|
-
|
|
Loss
on sale of property, plant and equipment
|
|
|
14,302
|
|
|
|
-
|
|
Impairment
of investment
|
|
|
150,000
|
|
|
|
-
|
|
Income
attributable to non-controlling interest, net of tax
|
|
|
8,772
|
|
|
|
13,683
|
|
Amortization
of deferred financing costs
|
|
|
26,500
|
|
|
|
58,647
|
|
Amortization
of debt discounts
|
|
|
362,003
|
|
|
|
907,571
|
|
Amortization
of deferred compensation costs
|
|
|
26,250
|
|
|
|
32,625
|
|
Stock
based compensation
|
|
|
905,662
|
|
|
|
605,256
|
|
Change
in fair value of derivative liability
|
|
|
(21,776
|
)
|
|
|
-
|
|
Common
stock of majority owned subsidiary issued for services
|
|
|
49,141
|
|
|
|
-
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(1,810,817
|
)
|
|
|
(421,645
|
)
|
Accounts
receivable, related party
|
|
|
449,291
|
|
|
|
119,630
|
|
Inventory
|
|
|
(4,086
|
)
|
|
|
(211,076
|
)
|
Note
receivable
|
|
|
|
|
|
|
(250,000
|
)
|
Advances
to suppliers
|
|
|
954,382
|
|
|
|
-
|
|
Deposits
and other current assets
|
|
|
(362,075
|
)
|
|
|
(1,784
|
)
|
Other
assets
|
|
|
56,610
|
|
|
|
2,475
|
|
Accounts
payable and accrued liabilities
|
|
|
889,100
|
|
|
|
153,166
|
|
Advances
received from customers
|
|
|
(1,773,799
|
)
|
|
|
756,676
|
|
Deferred
revenue
|
|
|
2,099,526
|
|
|
|
-
|
|
Net
cash used in operating activities
|
|
|
(159,919
|
)
|
|
|
(1,987,808
|
)
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Sale
(purchase) of investments
|
|
|
1,350,000
|
|
|
|
(1,500,000
|
)
|
Deposit
on plant and equipment
|
|
|
-
|
|
|
|
(455,000
|
)
|
Proceeds
from sale of property, plant and equipment
|
|
|
21,838
|
|
|
|
-
|
|
Proceeds
from sale of property, plant and equipment
Acquisition
of property, plant and equipment
|
|
|
(44,054
|
)
|
|
|
(57,716
|
)
|
Net
cash provided by (used in) investing activities:
|
|
|
1,327,784
|
|
|
|
(2,012,716
|
)
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
(Payments)
proceeds from notes payable
|
|
|
(225,000
|
)
|
|
|
500,000
|
|
Proceeds
from sale of common stock by then majority owned
subsidiary
|
|
|
-
|
|
|
|
150,000
|
|
Net
cash (used in) provided by financing activities
|
|
|
(225,000
|
)
|
|
|
650,000
|
|
|
|
|
|
|
|
|
|
|
Effect
of currency rate change on cash
|
|
|
(4,788
|
)
|
|
|
126,460
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
938,077
|
|
|
|
(3,224,064
|
)
|
Cash
and cash equivalents at beginning of period
|
|
|
619,257
|
|
|
|
4,157,476
|
|
Cash
and cash equivalents at end of period
|
|
$
|
1,557,334
|
|
|
$
|
933,412
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
Cash
paid during the period for interest
|
|
$
|
978
|
|
|
$
|
3,031
|
|
Cash
paid during the period for taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NON
CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Common
stock issued as deferred compensation
|
|
$
|
78,000
|
|
|
$
|
-
|
|
Options
granted and re-priced for services rendered
|
|
$
|
905,662
|
|
|
$
|
-
|
|
Fair
value of warrants issued for services rendered and to be
rendered
|
|
$
|
222,706
|
|
|
$
|
-
|
|
See the
accompanying notes to these unaudited condensed consolidated financial
statements.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary
of the significant accounting policies applied in the presentation of the
accompanying financial statements are as follows:
General
The
accompanying unaudited condensed consolidated financial statements of Solar Thin
Film, Inc., (“Solar” or the “Company”), have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial
statements.
In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been
included. Accordingly, the results from operations for the three and
nine-month period ended September 30, 2009, are not necessarily indicative of
the results that may be expected for the year ending December 31,
2009. The unaudited condensed consolidated financial statements
should be read in conjunction with the consolidated December 31, 2008 financial
statements and footnotes thereto included in the Company's Form 10-K/A filed
with the SEC on April 23, 2009.
The
consolidated financial statements as December 31, 2008 have been derived from
the audited consolidated financial statements at that date but do not include
all disclosures required by the accounting principles generally accepted in the
United States of America.
Business and Basis of
Presentation
The
Company is incorporated under the laws of the State of Delaware, and is in the
business of designing, manufacturing and marketing “turnkey” systems and
equipment for the manufacture of low cost thin film solar modules and building
integrated photovoltaic tags on a world-wide basis.
The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiaries, Superior Ventures Corp. and Kraft Elektronikai
Zrt. (“Kraft”) and majority owned subsidiary, Solar Thin Power, Inc. (“Solar
Thin Power”). All significant intercompany balances and transactions have been
eliminated in consolidation.
The
Company consummated an Agreement and Plan of Merger dated June 30, 2009 (the
“Agreement”) with Solar Thin Power and its shareholders, pursuant to which Solar
Thin Power was merged with and into the Company (the
“Merger”). Following the Merger, effective on June 30 2009, Solar
Thin Power is operated as a division of the Company (see Note
14).
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Accounts
Receivable
The
Company assesses the realization of its receivables by performing ongoing credit
evaluations of its customers' financial condition. Through these evaluations,
the Company may become aware of a situation where a customer may not be able to
meet its financial obligations due to deterioration of its financial viability,
credit ratings or bankruptcy. The Company’s reserve requirements are based on
the best facts available to the Company and are reevaluated and adjusted as
additional information is received. The Company’s reserves are also based on
amounts determined by using percentages applied to certain aged receivable
categories. These percentages are determined by a variety of factors including,
but not limited to, current economic trends, historical payment and bad debt
write-off experience. Allowance for doubtful accounts for accounts and notes
receivable was $1,777,930 as of September 30, 2009 and December 31, 2008. As of
December 31, 2008, the Company determined accounts receivable, related party of
$831,863, trade receivables of $696,067 and a note receivable of $250,000 were
impaired and accordingly recorded an allowance for doubtful accounts. During the
nine months ended September 30, 2009, the Company collected accounts receivable,
related party, in the amount of $450,000 pursuant to an Equity Transfer
Agreement the Company executed in September 2009 and the remaining uncollectible
receivable of $50,000 was charged to operations during the period ended
September 30, 2009.
Revenue
Recognition
For
revenue from Equipment sales, which include equipment and sometimes
installation, the Company recognizes revenue in accordance with Accounting
Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”). ASC
605-10 requires that four basic criteria must be met before revenue can be
recognized: (1) Persuasive evidence of an arrangement exists; (2) delivery has
occurred; (3) the selling price is fixed and determinable; and (4)
collectibility is reasonably assured.
Determination
of criteria (3) and (4) are based on management’s judgments regarding the fixed
nature of the selling prices of the products delivered and the collectibility of
those amounts. Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments are provided for in the same
period the related sales are recorded. The Company defers any revenue for which
the product has not been delivered or is subject to refund until such time that
the Company and the customer jointly determine that the product has been
delivered or no refund will be required. Deferred revenues as of September 30,
2009 and December 31, 2008 amounted to $2,403,840 and $33,452, respectively. ASC
605-10 incorporates Accounting Standards Codification subtopic 605-25,
Multiple-Element Arraignments (“ASC 605-25”). ASC 605-25 addresses accounting
for arrangements that may involve the delivery or performance of multiple
products, services and/or rights to use assets.
The
Company recognizes revenue when persuasive evidence of an arrangement exists,
the price to the customer is fixed, collectibility is reasonable assured and
title and risk of ownership is passed to the customer, which is usually upon
shipment. However, certain customers traditionally have requested to take title
and risk of ownership prior to shipment. Revenue for these transactions is
recognized only when:
|
1.
|
Title
and risk of ownership have passed to the
customer;
|
|
2.
|
The
Company has obtained a written fixed purchase
commitment;
|
|
3.
|
The
customer has requested the transaction be on a bill and hold
basis;
|
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|
4.
|
The
customer has provided a delivery schedule;
|
|
|
|
|
5.
|
All
performance obligations related to the sale have been
completed;
|
|
|
|
|
6.
|
The
product has been processed to the customer’s specifications, accepted by
the customer and made ready for shipment; and
|
|
|
|
|
7.
|
The
product is segregated and is not available to fill other
orders.
|
The
remittance terms for these “bill and hold” transactions are consistent with all
other sale by the Company. There were no bill and hold transactions at September
30, 2009 and December 31, 2008.
For
Complete Factory sales, which include sale of equipment, installation, and
commissioning, the Company recognizes revenues from the product portion (pieces
of equipment) on shipment and services portion (installation and commissioning
process) upon completion of the installation and commissioning
process. The commissioning includes a range of consulting services
necessary to successfully complete a performance test, such as training of
management, engineering and production personnel, debugging and resolving
problems, initial oversight or support for vendor relations and purchasing,
documentation and transfer of process knowledge and potential co-management of
the production line during performance testing or completion of the training
process.
The
Company has accounted for its Equipment Sales and Factory Sales arrangements as
separate units of accounting as a) the shipped equipment (both Equipment Sales
and Factory Sales) has value to the customer on a standalone basis, b) there is
an objective and reliable evidence of the fair value of the service portion of
the revenue (installation and commissioning) approximated by the fair value
that a third party would charge the Company’s customer for the installation and
commissioning fees if the customer so desired not to use the Company’s services
(or the customer could complete the process using the information in the owner’s
manual, although it would probably take significantly longer than it would take
the Company’s technicians and or a third party to perform the installation and
commissioning process), and c) there is no right of return for the shipped
equipment and all equipments are inspected and approved by the customer before
shipment.
Cost of
sales
Cost of
sales includes cost of raw materials, labor, production related depreciation and
amortization, subcontractor work, inbound freight charges, purchasing and
receiving costs, inspection costs, internal transfer costs and absorbed indirect
manufacturing cost, as well as installation related travel costs and warranty
costs.
General, selling and
administrative expenses
General,
selling and administrative expenses primarily include indirect labor costs,
rental fees, accounting, legal and consulting fees.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Investments
As part
of the Company’s business strategy to take a minority interest in its customer
base and to secure module supply for planned power projects to improve the
chances of securing contracts, during the year ended December 31, 2008, the
Company acquired a 15% interest in CG Solar, formerly WeiHai Blue Star Terra
Photovoltaic Co., Ltd, a Sino-Foreign Joint Venture Company organized under the
laws of the People’s Republic of China. The investment of $1,500,000
represented 15% of total committed capital of $10,000,000 and is carried at cost
under the cost method of accounting for investment. Blue Star Glass
and China Singyes own the remaining 85% of CG Solar.
The
Company supplied equipment to RESI that was utilized in the construction of CG
Solar's first a-Si production line. The investment was accomplished by
purchasing a 10% interest from Terrasolar for $1 million (representing 10% of
the committed capital) in March 2008 and a 5% interest from RESI for $500,000
(representing 5% of the committed capital) in January 2008. The balance of the
committed capital was invested by CG Solar's parent, Blue Star Glass, and by a
strategic partner, China Singyes.
During
the nine-month period ended September 30, 2009, the Company executed an Equity
Transfer Agreement pursuant to which the Company transferred its investment in
CG Solar to a third party in exchange for considerations of $1,350,000.
Accordingly, the Company recorded an impairment charge to current period
operations of $150,000.
Segment
information
Accounting
Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”) which
establishes standards for reporting information regarding operating segments in
annual financial statements and requires selected information for those segments
to be presented in interim financial reports issued to
stockholders. ASC 280-10 also establishes standards for related
disclosures about products and services and geographic areas. Operating segments
are identified as components of an enterprise about which separate discrete
financial information is available for evaluation by the chief operating
decision maker, or decision-making group, in making decisions how to allocate
resources and assess performance. The Company applies the management approach to
the identification of our reportable operating segment as provided in accordance
with ASC 280-10. The information disclosed herein materially represents all of
the financial information related to the Company’s principal operating
segment
Product Warranty
costs
The
Company provides for estimated costs to fulfill customer warranty obligations
upon recognition of the related revenue in accordance with the Accounting
Standards Codification subtopic Guarantees 460-10 (“ASC 460-10”) as a charge in
the current period cost of goods sold. The range for the warranty coverage for
the Company’s products is up to 18 to 24 months. The Company estimates the
anticipated future costs of repairs under such warranties based on historical
experience and any known specific product information. These estimates are
reevaluated periodically by management and based on current information, are
adjusted accordingly. The Company’s determination of the warranty obligation is
based on estimates and as such, actual product failure rates may differ
significantly from previous expectations.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Product Warranty costs
(continued)
The
Company accrued a provision for product warranty costs of approximately $180,000
during 2007; of which approximately $85,000 was utilized during the year ended
December 31, 2007. During 2008 an additional $73,000 in warranty costs were
accrued and a total of $108,070 was utilized, leaving a balance of approximately
$59,930 remaining as of December 31, 2008. During the first nine months of 2009
the Company accrued an additional $131,070 in warranty costs as a result of
shipments to Grupo Unisolar, and did not incur any product warranty costs,
leaving a balance of $191,000 in product warranty provision as of September 30,
2009.
Research and
Development
The
Company accounts for research and development costs in accordance with
Accounting Standards Codification subtopic 730-10, Research and Development
(“ASC 730-10”). Under ASC 730-10, all research and development cost
must be charged to expense as incurred. Accordingly, internal research and
developments cost is expensed as incurred.
Third-party
research and developments costs are expensed when the contracted work has been
performed or as milestone results have been achieved. Company-sponsored research
and development costs related to products are expensed in the period incurred.
The Company incurred expenditures of $-0- and an over accrual of $(60,000) on
research and product development for the three month periods ended September 30,
2009 and 2008, respectively; and $-0- and $120,000 for the nine month periods
ended September 30, 2009 and 2008, respectively.
Reclassification
Certain
reclassifications have been made to prior periods’ data to conform with the
current year’s presentation. These reclassifications had no effect on reported
income or losses.
Fair Value of Financial
Instruments
Accounting
Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”)
requires disclosure of the fair value of certain financial instruments. The
carrying value of cash and cash equivalents, accounts payable and accrued
liabilities, and short-term borrowings, as reflected in the consolidated balance
sheets, approximate fair value because of the short-term maturity of these
instruments. All other significant financial assets, financial
liabilities and equity instruments of the Company are either recognized or
disclosed in the consolidated financial statements together with other
information relevant for making a reasonable assessment of future cash flows,
interest rate risk and credit risk. Where practicable the fair values of
financial assets and financial liabilities have been determined and disclosed;
otherwise only available information pertinent to fair value has been
disclosed.
Effective
January 1, 2008, the Company adopted Accounting Standards Codification subtopic
820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting
Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”),
which permits entities to choose to measure many financial instruments and
certain other items at fair value. Neither of these statements had an impact on
the Company’s consolidated financial position, results of operations or cash
flows.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Property, plant and
equipment
Property,
plant and equipment are stated at cost less accumulated depreciation and
impairment losses. Depreciation is computed using the straight-line method over
the estimated useful lives of the respective assets.
The
estimated useful lives of property, plant and equipment are as
follows:
Land
|
|
-
|
|
Buildings
|
|
50
years
|
|
Leasehold
improvements
|
|
3 to 7 years
|
|
Furniture
and fixtures
|
|
3 to 7 years
|
|
Machinery,
plant and equipment
|
|
3 to 7 years
|
|
We
evaluate the carrying value of items of property, plant and equipment to be held
and used whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. The carrying value of an item of property, plant
and equipment is considered impaired when the projected undiscounted future cash
flows related to the asset are less than its carrying value. We measure
impairment based on the amount by which the carrying value of the respective
asset exceeds its fair value. Fair value is determined primarily using the
projected future cash flows discounted at a rate commensurate with the risk
involved.
Stock Based
Compensation
Effective
for the year beginning January 1, 2006, the Company has adopted Accounting
Standards Codification subtopic 718-10, Compensation (“ASC 718-10”). The Company
made no employee stock-based compensation grants before December 31, 2005 and
therefore has no unrecognized stock compensation related liabilities or expense
unvested or vested prior to 2006. Stock-based compensation expense recognized
under ASC 718-10 for the three month and nine month periods ended September 30,
2009 was $262,557 and $905,662, respectively and $223,351 and $605,256 for the
three and nine month period ended September 30, 2008, respectively.
Use of
Estimates
The
preparation of the financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that effect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.
Comprehensive Income
(Loss)
The
Company adopted Accounting Standards Codification subtopic 220-10, Comprehensive
Income (“ASC 220-10”) which establishes standards for the reporting and
displaying of comprehensive income and its components. Comprehensive income is
defined as the change in equity of a business during a period from transactions
and other events and circumstances from non-owners sources. It includes all
changes in equity during a period except those resulting from investments by
owners and distributions to owners. ASC 220-10 requires other comprehensive
income (loss) to include foreign currency translation adjustments and unrealized
gains and losses on available for sale securities.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Foreign Currency
Translation
The
Company translates the foreign currency financial statements into US Dollars
using the year or reporting period end or average exchange rates in accordance
with the requirements of Accounting Standards Codification subtopic 830-10,
Foreign Currency Matters (“ASC 830-10”)
.
Assets and liabilities of
these subsidiaries were translated at exchange rates as of the balance sheet
date. Revenues and expenses are translated at average rates in effect for the
periods presented. The cumulative translation adjustment is included in the
accumulated other comprehensive gain (loss) within shareholders’ equity
(deficit). Foreign currency transaction gains and losses arising from exchange
rate fluctuations on transactions denominated in a currency other than the
functional currency are included in the consolidated results of
operations.
Net income (loss) per
share
The
Company accounts for net (loss) income per share in accordance with Accounting
Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which
requires presentation of basic and diluted earning per share (“EPS”) on the face
of the statement of operations for all entities with complex capital structures
and requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS.
Basic net
(loss) income per share is computed by dividing net (loss) income by the
weighted average number of shares of common stock outstanding during each
period. It excludes the dilutive effects of potentially issuable
common shares such as those related to our convertible notes, warrants and stock
options. Diluted net (loss) income per share is calculated by
including potentially dilutive share issuances in the
denominator. However, diluted net (loss) per share for the three and
nine month periods ended September 30, 2009 and 2008 does not reflect the
effects of 306,703 and 306,805 shares potentially issuable upon
conversion of our convertible preferred shares as of September 30, 2009 and
2008, respectively, 459,600 and 485,400 shares potentially issuable upon the
conversion of convertible debt as of September 30, 2009 and 2008, respectively,
and -0- and 396,000 shares potentially issuable upon the exercise of the
Company's stock options and warrants (calculated using the treasury stock
method) as of September 30, 2009 and 2008, respectively. These potentially
issuable shares would have an anti-dilutive effect on our net (loss) per
share.
Liquidity
The
Company has incurred a net loss of $2,321,035 and $3,890,922 for the nine month
periods ended September 30, 2009 and 2008, respectively. In addition, the
Company has negative working capital of $6,834,918 at September 30,
2009.
Recent Accounting
Pronouncements
With the
exception of those stated below, there have been no recent accounting
pronouncements or changes in accounting pronouncements during the nine months
ended September 30, 2009, as compared to the recent accounting
pronouncements described in the Annual Report that are of material significance,
or have potential material significance, to the Company.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting
Pronouncements (continued)
In May
2009, the FASB issued SFAS No. 165, “Subsequent Events”, which is included in
ASC Topic 855, Subsequent Events. ASC Topic 855 established principles and
requirements for evaluating and reporting subsequent events and distinguishes
which subsequent events should be recognized in the financial statements versus
which subsequent events should be disclosed in the financial statements. ASC
Topic 855 also required disclosure of the date through which subsequent events
are evaluated by management. ASC Topic 855 was effective for interim
periods ending after June 15, 2009 and applies
prospectively. Because ASC Topic 855 impacted the disclosure
requirements, and not the accounting treatment for subsequent events, the
adoption of ASC Topic 855 did not impact our results of operations or financial
condition. See Note 20 for disclosures regarding our subsequent
events.
Effective
July 1, 2009, the Company adopted the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 105-10,
Generally Accepted Accounting
Principles – Overall
(“ASC 105-10”). ASC 105-10 establishes the
FASB Accounting Standards
Codification
(the “Codification”) as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with U.S.
GAAP. Rules and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative U.S. GAAP for SEC registrants.
All guidance contained in the Codification carries an equal level of authority.
The Codification superseded all existing non-SEC accounting and reporting
standards. All other non-grandfathered, non-SEC accounting literature not
included in the Codification is non-authoritative. The FASB will not issue new
standards in the form of Statements, FASB Staff Positions or Emerging Issues
Task Force Abstracts. Instead, it will issue Accounting Standards Updates
(“ASUs”). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout this document have
been updated for the Codification.
In
August 2009, the FASB issued ASU No. 2009-05,
Measuring Liabilities at Fair
Value
, which provides additional guidance on how companies should measure
liabilities at fair value under ASC 820. The ASU clarifies that the quoted price
for an identical liability should be used. However, if such information is not
available, an entity may use, the quoted price of an identical liability when
traded as an asset, quoted prices for similar liabilities or similar liabilities
traded as assets, or another valuation technique (such as the market or income
approach). The ASU also indicates that the fair value of a liability is not
adjusted to reflect the impact of contractual restrictions that prevent its
transfer and indicates circumstances in which quoted prices for an identical
liability or quoted price for an identical liability traded as an asset may be
considered level 1 fair value measurements. This ASU is effective
October 1, 2009. The Company is currently evaluating the impact of this
standard, but would not expect it to have a material impact on the Company’s
consolidated results of operations or financial condition.
In
September 2009, the FASB issued ASU No. 2009-12,
Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent)
, that amends ASC
820 to provide guidance on measuring the fair value of certain alternative
investments such as hedge funds, private equity funds and venture capital funds.
The ASU indicates that, under certain circumstance, the fair value of such
investments may be determined using net asset value (NAV) as a practical
expedient, unless it is probable the investment will be sold at something other
than NAV. In those situations, the practical expedient cannot be used and
disclosure of the remaining actions necessary to complete the sale is required.
The ASU also requires additional disclosures of the attributes of all
investments within the scope of the new guidance, regardless of whether an
entity used the practical expedient to measure the fair value of any of its
investments. This ASU is effective October 1, 2009. The Company is
currently evaluating the impact of this standard, but would not expect it to
have a material impact on the Company’s consolidated results of operations or
financial condition.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting
Pronouncements (continued)
In
October 2009, the FASB issued ASU No. 2009-13,
Multiple-Deliverable Revenue
Arrangements—a consensus of the FASB Emerging Issues Task Force
, that
provides amendments to the criteria for separating consideration in
multiple-deliverable arrangements. As a result of these amendments,
multiple-deliverable revenue arrangements will be separated in more
circumstances than under existing U.S. GAAP. The ASU does this by establishing a
selling price hierarchy for determining the selling price of a deliverable. The
selling price used for each deliverable will be based on vendor-specific
objective evidence if available, third-party evidence if vendor-specific
objective evidence is not available, or estimated selling price if neither
vendor-specific objective evidence nor third-party evidence is available. A
vendor will be required to determine its best estimate of selling price in a
manner that is consistent with that used to determine the price to sell the
deliverable on a standalone basis. This ASU also eliminates the residual method
of allocation and will require that arrangement consideration be allocated at
the inception of the arrangement to all deliverables using the relative selling
price method, which allocates any discount in the overall arrangement
proportionally to each deliverable based on its relative selling price. Expanded
disclosures of qualitative and quantitative information regarding application of
the multiple-deliverable revenue arrangement guidance are also required under
the ASU. The ASU does not apply to arrangements for which industry specific
allocation and measurement guidance exists, such as long-term construction
contracts and software transactions. ASU No. 2009-13 is effective beginning
January 1, 2011. The Company is currently evaluating the impact of this
standard on its consolidated results of operations and financial
condition.
In
October 2009, the FASB issued ASU No. 2009-14,
Certain Revenue Arrangements That
Include Software Elements—a consensus of the FASB Emerging Issues Task
Force
, that reduces the types of transactions that fall within the
current scope of software revenue recognition guidance. Existing software
revenue recognition guidance requires that its provisions be applied to an
entire arrangement when the sale of any products or services containing or
utilizing software when the software is considered more than incidental to the
product or service. As a result of the amendments included in ASU
No. 2009-14, many tangible products and services that rely on software will
be accounted for under the multiple-element arrangements revenue recognition
guidance rather than under the software revenue recognition guidance. Under the
ASU, the following components would be excluded from the scope of software
revenue recognition guidance: the tangible element of the product,
software products bundled with tangible products where the software components
and non-software components function together to deliver the product’s essential
functionality, and undelivered components that relate to software that is
essential to the tangible product’s functionality. The ASU also provides
guidance on how to allocate transaction consideration when an arrangement
contains both deliverables within the scope of software revenue guidance
(software deliverables) and deliverables not within the scope of that guidance
(non-software deliverables). ASU No. 2009-14 is effective beginning
January 1, 2011. The Company is currently evaluating the impact of this
standard on its consolidated results of operations and financial
condition.
NOTE 2 - GOING CONCERN
MATTERS
The
accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As shown in the accompanying
condensed consolidated financial statements, the Company incurred a net loss of
$2,321,035 and $3,890,922 for the nine month periods ended September 30, 2009
and 2008, respectively. Additionally, the Company has negative working capital
of $6,834,918 as of September 30, 2009. The Company is currently in default in
the payment of certain notes payable. These factors among others
raised substantial doubt about the Company’s ability to continue as a going
concern.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
2 - GOING CONCERN MATTERS (continued)
The
Company has undertaken further steps as part of a plan to improve operations
with the goal of sustaining our operations for the next twelve months and beyond
to address its lack of liquidity by raising additional funds, either in the form
of debt or equity or some combination thereof. However, there can be no
assurance that the Company can successfully accomplish these steps and or
business plans, and it is uncertain that the Company will achieve a profitable
level of operations and be able to obtain additional financing.
The
Company’s continued existence is dependent upon management’s ability to develop
profitable operations and resolve its liquidity problems. The accompanying
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.
There can
be no assurance that any additional financings will be available to the Company
on satisfactory terms and conditions, if at all. In the event that
the Company is unable to continue as a going concern, it may elect or be
required to seek protection from its creditors by filing a voluntary petition in
bankruptcy or may be subject to an involuntary petition in bankruptcy. To date,
management has not considered this alternative, nor does management view it as a
likely occurrence.
NOTE
3 - INVENTORIES
Inventories
are stated at the lower of cost or market determined by the first-in, first-out
(FIFO) method. Components of inventories as of September 30, 2009 and December
31, 2008 consist of the following.
|
|
September 30,
2009
|
|
|
December
31, 2008
|
|
Work
in Progress
|
|
$
|
182,109
|
|
|
$
|
103,919
|
|
Raw
Materials
|
|
|
33,040
|
|
|
|
103,122
|
|
|
|
$
|
215,149
|
|
|
$
|
207,041
|
|
NOTE
4 - NOTE RECEIVABLE
Note
receivable consists of the following:
|
|
September 30,
2009
|
|
|
December
31, 2008
|
|
Note
receivable, 7% per annum, secured and due June 10, 2009
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
Less:
allowance for doubtful accounts
|
|
|
(250,000
|
)
|
|
|
(250,000
|
)
|
Net
|
|
$
|
-
|
|
|
$
|
-
|
|
The
Company’s note receivable along with accrued interest was due on June 10, 2009
and can be prepaid at any time without penalty or premium. The note is secured
by the Solar Thin Power, Inc’s common stock held by certain shareholders. At
December 31, 2008, management determined the collectibility may be impaired and
accordingly recorded an allowance for doubtful accounts with a current period
charge to the Company’s operations. There was no change in allowance
for doubtful accounts at September 30, 2009.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
5 – DEPOSITS AND OTHER CURRENT ASSETS
Deposits
and other current assets are comprised of the following:
|
|
September 30,
2009
|
|
|
December 31,
2008
|
|
Real
estate deposits, net of liquidated damages (see below)
|
|
$
|
-
|
|
|
$
|
194,254
|
|
Common
stock and warrants issued for services to be rendered
|
|
|
161,786
|
|
|
|
-
|
|
Tax
receivable
|
|
|
583,103
|
|
|
|
176,601
|
|
Other
|
|
|
5,266
|
|
|
|
7,476
|
|
Total
|
|
$
|
750,155
|
|
|
$
|
378,331
|
|
On August
20, 2008, the Company entered into an agreement to purchase certain property,
plant and equipment, including all buildings and improvements, all fixtures and
equipment attached to the property and certain equipment for a purchase price of
$4,550,000. In conjunction with the purchase, the Company made a wire
transfer of a $30,000 non-refundable initial down payment upon signing of the
agreement to an escrow account. In addition, the Company made a
$425,000 second down payment, which was subject to an environmental testing
result. The initial closing was scheduled on September 26,
2008. The closing date was then adjourned in order to
complete the Phase I environmental assessment and to address any issues
identified. Subsequently the Company had identified an environmental
condition, which it believed might lead to contamination, and determined not to
purchase the property.
The
Company then negotiated a refund in the amount of $194,254 and
accounted for the liquidated damages of $260,746 as loss on settlement of real
estate deposits in the Company’s other expenses for the year ended December 31,
2008. The Company received the refund of $194,254 during the second quarter
ended June 30, 2009.
In
January 2009, the Company issued 65,000 shares of its Common Stock in exchange
for services to be rendered through January 2011 (Note 12). The shares of Common
Stock were valued at $78,000, which was estimated to be approximate the fair
value of the Company's common shares during the period covered by the consulting
agreement. The Company amortized and charged to operations a
stock-based compensation expense of $9,830 and $27,567 during the three and
nine month period ended September 30, 2009, respectively.
In April
2009, the Company issued to a consultant 400,000 warrants to purchase Solar Thin
Power common stock at $1.00 per share exercisable over three years (Note 16 and
Note 12). The warrants vested immediately and were issued for
services to be rendered for a period of one year. Effective September 30, 2009,
in conjunction with the merger of Solar Thin Power (Note 14), the Company
exchanged the issued warrants to warrants to purchase the Company's common stock
with the same terms and conditions. The fair value of the issued
warrants of $222,706 was determined using the Black Scholes Option Pricing
Model. The Company amortized and charged to operations a
stock-based compensation expense of $55,677 and $111,353 during the three
and nine month period ended September 30, 2009, respectively.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
6 - PROPERTY, PLANT AND EQUIPMENT
The
Company's property and equipment at September 30, 2009 and December 31, 2008
consist of the following:
|
|
September 30,
2009
|
|
|
December 31,
2008
|
|
Land
and buildings
|
|
$
|
227,878
|
|
|
$
|
223,132
|
|
Furniture
and fixture
|
|
|
81,482
|
|
|
|
78,644
|
|
Machinery,
plant and equipment
|
|
|
490,171
|
|
|
|
551,463
|
|
Total
|
|
|
799,531
|
|
|
|
853,239
|
|
|
|
|
|
|
|
|
|
|
Accumulated
depreciation
|
|
|
(484,298
|
)
|
|
|
(439,998
|
)
|
Property
and equipment
|
|
$
|
315,233
|
|
|
$
|
413,241
|
|
Property
and equipment are recorded on the basis of cost. For financial statement
purposes, property, plant and equipment are depreciated using the straight-line
method over their estimated useful lives.
Depreciation
expense was $30,133 and $51,375 for the three month periods ended September 30,
2009 and 2008, respectively, of which $11,698 and $9,376 was included as part of
cost of sales for the three month periods ended September 30, 2009 and 2008,
respectively.
Depreciation
expense was $100,902 and $151,573 for the nine month periods ended September 30,
2009 and 2008, respectively, of which $32,772 and $36,592 was included as part
of cost of sales for the nine month periods ended September 30, 2009 and 2008,
respectively.
NOTE
7 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts
payable and accrued liabilities at September 30, 2009 and December 31, 2008 were
as follows:
|
|
September 30,
2009
|
|
|
December 31,
2008
|
|
Accounts
payable
|
|
$
|
339,945
|
|
|
$
|
149,324
|
|
Other
accrued expenses, including a penalty in the amount of $720,000
in connection with liquidating charges as of September 30, 2009 and
December 31, 2008
|
|
|
2,373,346
|
|
|
|
2,068,591
|
|
Redemption
penalty relating to convertible debentures, see Note 10
below
|
|
|
262,000
|
|
|
|
-
|
|
Accrued
interest, see Note 8 and Note 10 below
|
|
|
2,022,481
|
|
|
|
1,810,200
|
|
|
|
$
|
4,997,772
|
|
|
$
|
4,028,115
|
|
As
described on Note 17 below, the Company entered into a stock exchange
agreement. As such, the Company recorded estimated legal and other
related costs of $500,000 as other accrued expenses for service rendered during
the year ended December 31, 2008.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
8 - NOTES PAYABLE OTHER
A summary
of notes payable other at September 30, 2009 and December 31, 2008 consists of
the following:
|
|
September 30,
2009
|
|
|
December 31,
2008
|
|
Demand
note payable: interest payable at 8.0% per annum (default rate of 10% per
annum); unsecured
|
|
$
|
1,500,000
|
|
|
$
|
1,500,000
|
|
|
|
$
|
1,500,000
|
|
|
$
|
1,500,000
|
|
In 1996,
the Company issued an unsecured 8%, $1.5 million note to an unrelated party in
connection with the Company's acquisition of a software company. The note was
due and payable on April 30, 1999. The note was governed by the laws of the
State of New York. The New York statute of limitations for seeking to collect on
a note is six years from the maturity date. The creditor has never sought to
collect the note since its maturity date and in or about 2001 orally advised a
representative of the Company that it had "written off the debt." Although the
Company has previously and currently listed the note as a liability on its
balance sheet, it does not believe that it has any further liability under this
note. Subject to receipt of an appropriate opinion of counsel, the
Company intends to remove this item as a liability on its financial
statements as at December 31, 2009 and for the fiscal year then
ending.
NOTE
9- DIVIDENDS PAYABLE
In 2000
and 2001, the Company’s wholly owned subsidiary declared a dividend to its
shareholders. However based on the Company’s limited financial resources it has
been unable to pay it. The shareholders have conceded the deferment of this
dividend until the Company financially can afford paying it. At September 30,
2009 and December 31, 2008, the outstanding balance was $146,206 and $143,778,
respectively. The underlying liability is in the local currency. Changes in the
recorded amounts are related to the changes in the currency exchange
rates.
NOTE
10- PRIVATE PLACEMENT OF CONVERTIBLE NOTES AND NOTE PAYABLE
A summary
of convertible notes payable at September 30, 2009 and December 31, 2008 are as
follows:
|
|
September 30,
2009
|
|
|
December 31,
2008
|
|
Convertible
notes payable (“March 2006”) non-interest bearing; secured and due
March
2009.
The Company is currently in default under the terms of this note
agreement.
|
|
|
1,250,000
|
|
|
|
1,250,000
|
|
Debt
Discount, net of accumulated amortization of $1,250,000 and $1,165,525,
respectively
|
|
|
( -
|
)
|
|
|
(84,475
|
)
|
Net
|
|
|
1,250,000
|
|
|
|
1,165,525
|
|
Convertible
notes payable (“June 2006”), non- interest bearing; secured and due June
2009; Noteholder has the option to convert unpaid note principal to the
Company’s common stock at a rate of $5.00 per share. The Company is
currently in default under the terms of this agreement
|
|
|
1,048,000
|
|
|
|
1,173,000
|
|
Debt
Discount, net of accumulated amortization of $1,048,000 and $895,472,
respectively
|
|
|
( -
|
)
|
|
|
(277,528
|
)
|
Net
|
|
|
1,048,000
|
|
|
|
895,472
|
|
Note
payable, non interest bearing, due March 4, 2009. The Company was in
default under the terms of the note agreement. Interest accrued
at 8% per annum upon the default.
The
Company subsequently extended this note payable on October 25, 2009 with a
new promissory note payable (see Note 20).
|
|
|
400,000
|
|
|
|
500,000
|
|
Total
|
|
|
2,698,000
|
|
|
|
2,560,997
|
|
Less
Current Maturities
|
|
|
(2,698,000
|
)
|
|
|
( 2,560,997
|
)
|
Convertible
notes payable – long-term portion
|
|
$
|
-
|
|
|
$
|
-
|
|
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
10- PRIVATE PLACEMENT OF CONVERTIBLE NOTES AND NOTE PAYABLE
(continued)
March 2006
Financing
In
connection with the merger and corporate restructure on June 14, 2006, the
Company assumed a financing arrangement dated March 16, 2006, subsequently
amended on May 18, 2006, with several investors (the "March Investors") for the
sale of (i) $1,250,000 in notes (the "Notes"), (ii) 125,000 shares of common
stock of the Company (the "Shares") (Note 11) and (iii) common stock purchase
warrants to purchase 125,000 shares of common stock at $5.00 price per share for
a period of five years (the "Warrants").
The March
2006 Notes are interest free and mature on the earlier of (i) March 16, 2009 or
(ii) the Company closing on a financing in the aggregate amount of $12,000,000.
The Company granted the March 2006 Investors piggyback registration rights with
respect to the Shares and the shares of common stock underlying the Warrants.
Further, Robert M. Rubin, CEO and a Director of the Company, has personally
guaranteed payment of the March 2006 Notes. The March 2006 Investors
contractually agreed to restrict their ability to convert the March 2006 Notes
and exercise the March 2006 Warrants and receive shares of the Company’s common
stock such that the number of shares of the Company’s common stock held by them
and their affiliates after such conversion does not exceed 4.99% of the
Company’s then issued and outstanding shares of common stock.
The sale
of the Notes was completed on March 16, 2006. As of September 30, 2009, the
Company was obligated on $1,250,000 in face amount of Notes issued to the March
investors.
In
accordance with Accounting Standards Codification subtopic 470-20, Debt, Debt
With Conversions and Other Options
)
, the Company allocated, on
a relative fair value basis, the net proceeds amongst the common stock, warrants
and the convertible notes issued to the investors. The accounting predecessor
recognized and measured $519,491 of the proceeds, which equals to the intrinsic
value of the imbedded beneficial conversion feature, to additional paid in
capital and a discount against the March 2006 Notes.
In
accordance with Accounting Standards Codification subtopic 470-10, Debt (“ASC
470-10”), the Company recognized the relative value attributable to the warrants
in the amount of $231,797 to additional paid in capital and a discount against
the March 2006 Notes. The Company valued the warrants in accordance with ASC
470-10 using the Black-Scholes pricing model and the following assumptions: (1)
dividend yield of 0%; 2) expected volatility of 93.03%, (3) risk-free interest
rate of 5.08% to 5.10%, and (4) expected life of 5 years. The Company also
recognized the relative value attributable to the common stock issued in the
amount of $498,712 to additional paid in capital and a discount against the
March 2006 Notes. Total debt discount to the March 2006 Notes amounted
$1,250,000. The note discount was being amortized over the maturity period of
the Notes, being thirty-four (34) months.
The
Company amortized the Convertible Notes’ debt discount and recorded non-cash
interest expense of $-0- and $84,475 during the three and nine month
periods ended September 30, 2009, respectively; and $110,223 and $330,669 during
the three and nine month periods ended September 30, 2008,
respectively.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
10- PRIVATE PLACEMENT OF CONVERTIBLE NOTES AND NOTE PAYABLE
(continued)
June 2006
Financing
In
connection with the merger and corporate restructure on June 14, 2006, the
Company entered into a financing arrangement with several investors (the “June
2006 Investors”) pursuant to which it sold various securities in consideration
of an aggregate purchase price of $6,000,000 consisting of the following
securities:
|
·
|
$
6,000,000 in senior secured convertible notes (“June 2006
Notes”);
|
|
·
|
600,000
shares of the Company’s common
stock;
|
|
·
|
Series
A Common Stock Purchase Warrants to purchase 600,000 shares of common
stock at $10.00 per share for a period of three years (“Series A
Warrants”);
|
|
·
|
Series
B Common Stock Purchase Warrants to purchase 600,000 shares of common
stock at $11.00 per share for a period of four years (“Series B
Warrants”);
|
|
·
|
Series
C Common Stock Purchase Warrants to purchase 600,000 shares of common
stock at $15.00 per share for a period of three years (“Series C
Warrants”); and
|
|
·
|
Series
D Common Stock Purchase Warrants to purchase 600,000 shares of common
stock at $16.50 per share for a period of four years (“Series D
Warrants”).
|
The
warrants and warrant agreement provide for certain anti-dilution rights (see
Note 11).
The
Series B Warrants and the Series D Warrants are exercisable only following the
exercise of the Series A Warrants and the Series C Warrants, respectively, on a
share by share basis.
The June
2006 Notes are interest free and matured in June 2009 and are convertible into
the Company’s common stock, at the June 2006 Investors’ option, at a conversion
price equal to $5.00 per share (Note 11).
The
Company granted the June 2006 Investors registration rights with respect to the
June 2006 Shares, and the shares of common stock underlying the June 2006 Notes,
Series A Warrants, Series B Warrants, the Series C Warrants and Series D
Warrants. The Company is required to file a registration statement within 30
days from closing and have such registration statement declared effective within
90 days from closing if the registration statement is not reviewed or, in the
event that the registration statement is reviewed, within 120 days from closing.
If the Company fails to have the registration statement filed or declared
effective by the required dates, it will be obligated to pay a liquidated
damages equal to 2% of the aggregate financing to each investor upon any such
registration failure and for each thirty days that such registration failure
continues in cash.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
10- PRIVATE PLACEMENT OF CONVERTIBLE NOTES AND NOTE PAYABLE
(continued)
June 2006 Financing
(continued)
The June
2006 Investors have contractually agreed to restrict their ability to convert
the June 2006 Notes, Series A Warrants, Series B Warrants, Series C Warrants and
Series D Warrants and receive shares of the Company’s common stock such that the
number of shares of the Company’s common stock held by them and their affiliates
after such conversion does not exceed 4.99% of the Company’s then issued and
outstanding shares of common stock.
In
accordance with Accounting Standards Codification subtopic 470-10, Debt (“ASC
470-10”), the Company allocated, on a relative fair value basis, the net
proceeds amongst the common stock and Convertible Notes issued to the investors.
As of December 31, 2006, the Company recognized $2,777,778 of the proceeds,
which is equal to the intrinsic value of the imbedded beneficial conversion
feature, to additional paid-in capital and a discount against the Convertible
Note. The debt discount attributed to the beneficial conversion feature is
amortized over the Convertible Notes’ maturity period, being three (3) years, as
interest expense. In accordance with ASC 470-10, the Company also recognized the
relative value attributable to the common stock issued in the amount of
$3,222,222 to additional paid in capital and a discount against the June 2006
Notes. Total debt discount to the June 2006 Notes amounted $6,000,000. The note
discount is amortized over the maturity period of the notes, being (3)
years.
The
Company amortized and wrote off the Convertible Notes’ debt discount and
recorded a non-cash interest expense of $-0- and $277,528 for the three and nine
month period ended September 30, 2009, respectively; and $155,039 and $576,902
for the three and nine month period ended September 30, 2008,
respectively.
In
conjunction with raising capital through the issuance of $6,000,000 Notes, the
Company has issued warrants that have registration rights for the underlying
shares. As the contract must be settled by the delivery of registered
shares and the delivery of the registered shares is not controlled by the
Company, pursuant to ASC 470-10, the warrants were recorded as a derivative
liability and valued at fair market value until the Company meets the criteria
under ASC 470-10 for permanent equity. The net value of the warrants at the date
of issuance was recorded as a warrant liability on the balance sheet in the
amount of $10,821,900 and charged to operations as interest expense. Upon
the registration statement being declared effective, the fair value of the
warrant on that date will be reclassified to equity. The Company initially
valued the warrants using the Black-Scholes pricing model with the following
assumptions: (1) dividend yield of 0%; (2) expected volatility of 93.03%, (3)
risk-free interest rate of 5.08% to 5.10%, and (4) expected life of 5
years.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
10- PRIVATE PLACEMENT OF CONVERTIBLE NOTES AND NOTE PAYABLE
(continued)
June 2006 Financing
(continued)
In
connection with the merger and corporate restructure on June 14, 2006, the
Company assumed as liability the fair value of $10,821,900 representing the
warrants issued and outstanding as described above. At December 31, 2006, the
Company revalued the warrants using the Black-Scholes option pricing model with
the following assumptions: (1) dividend yield of 0%; (2) expected volatility of
51.21%, (3) risk-free interest rate of 4.62% to 4.82% to 5.10%, and (4) expected
life of 2.45 to 3.44 years. And 5) a deemed fair value of common stock of $0.99.
The decrease of $9,356,400 in the fair value of the warrants at December 31,
2006 has been recorded as a gain on revaluation of warrant liability for the
year ended December 31, 2006. Warrant liability at December 31, 2006
amounted to $1,465,500. On February 13, 2007, upon the registration statement
being declared effective, the assumed liability of $10,821,900 was adjusted to
additional paid in capital.
The
Company granted the Investors of the June 2006 Financing a first priority
security interest in all of its assets. In addition, the Company pledged 100% of
the shares (the “Pledged Shares”) held in its wholly owned subsidiary, Kraft
Elektronikai Zrt (“Kraft”), as collateral to the Investors. The Company did
not repay the note at its maturity in June 2009. As a result of the default, the
Investors may seek a redemption premium equal to 125% of the outstanding
principal amount. At September 30, 2009, the Company had accrued
redemption penalty in an aggregate amount of $293,250, which represents the
redemption premium in excess of the outstanding notes principal of $1,173,000
that was included in the Company’s current liabilities. As of September 30,
2009, one Investor settled with a payment of $153,750 representing $125,000 in
note principal settlement with the remainder as redemption penalty and related
interest.
In the
year ended December 31, 2007, certain June 2006 investors converted $4,029,000
of convertible notes to 805,800 shares of the Company’s common
stock.
In the
year ended December 31, 2008, certain June 2006 investors converted $798,000 of
convertible notes to 159,600 shares of the Company’s common stock.
During
the nine months ended September 30, 2009, the Company paid $125,000 of
convertible notes to certain June 2006 investors.
On
October 14, 2009, one of the Company’s June 2006 convertible note holders
settled for a payment of $315,830 from the Company, representing $250,000 in
note principal settlement with the remainder as redemption penalty and related
interest.
On
October 26, 2009, one of the Company’s June 2006 convertible note holders
settled for a payment of $62,500 from the Company, representing $50,000 in note
principal settlement with the remainder as redemption penalty and related
interest.
On
October 29, 2009, one of the Company’s June 2006 convertible note holders
settled for a payment of $115,000 from the Company, representing $115,000 in
note principal settlement.
As at
November 13, 2009, the date of this report, an aggregate of approximately
$633,000 of the Company’s June 2006 convertible notes held by 2 noteholders of
the 2006 convertible notes remain unpaid and in default, and a former holder of
convertible notes is suing the Company for $255,000 of alleged fees and
penalties it claims is owed under the June 2006 agreements. See Note
17, “Litigation.” The Company is in the process of negotiating settlements with
such note holders.
There can
be no assurance that the Company will enter into definitive settlement
agreements to retire or reconstitute the remaining outstanding 2006 convertible
notes. If the Company is unable to enter into settlement or other
agreements with the Investors, or is unable to obtain financing on terms
acceptable to the Company in order to repay the outstanding debt owed to the
Investors, the Investors may elect to exercise their first priority security
interest in all of the assets of the Company, as well as sell, transfer or
assign the Pledged Shares. In such event, the Company may be required
to cease operations and/or seek protection from its creditors under the Federal
Bankruptcy Act.
Note
payable
During
the year ended December 31, 2008, the Company issued a $500,000 non interest
bearing note, which was due on March 4, 2009 and is currently in default. During
the three month period ended September 30, 2009, the Company paid $100,000
towards the note.
On
October 25, 2009, the Company issued a note for the remaining unpaid balance of
$400,000 due on January 4, 2011 with interest of 8% per annum accrued starting
at the date of default, due at maturity. In settlement and extension
of the note, the Company issued 50,000 shares of its common stock to the note
holder.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
11 – DERIVATIVE LIABILITY
The
Company issued convertible debentures and related warrants with certain reset
exercise price provisions (see Note 10). If the Company issues or
sells shares of its common stock (other than certain “Excluded Securities” as
defined in the June 2006 Senior Secured Convertible Note Agreement) after the
June 2006 Financing for an amount less than the original price per share, the
conversion price of the warrants is reduced to equal the new issuance price of
those shares.
Upon the Company’s
adoption of Accounting Standards Codification subtopic 815-40, Derivatives and
Hedging (“ASC 815-40”) effective January 1, 2009, the Company determined that
the warrants did not qualify for a scope exception under Accounting Standards
Codification subtopic 815-10, Derivatives and Hedging (“ASC 815-10”) as they
were determined to not be indexed to the Company’s stock as prescribed by ASC
815-40. On January 1, 2009, the warrants, under ASC 815-40, were
reclassified from equity to derivative liability for the then relative fair
market value of $3,222,222 and marked to market. The Company
determined the fair value of these reset provisions at January 1, 2009 was
$21,777 as the initial fair value at the adoption date of ASC 815-40. The
value of the warrants decreased by $3,200,445 from the warrants issuance date to
the adoption date of ASC 815-40. As of January 1, 2009, the
cumulative effect in adopting ASC 815-40 was a reduction to additional paid in
capital of $3,222,222 to reclassify the warrants from equity to derivative
liability and a decrease in accumulated deficit of $3,200,446 as a cumulative
effect of a change in accounting principle to reflect the change in the value of
the warrants between their issuance date and January 1, 2009. At
March 31, 2009, the warrant liability was marked to market and the Company
recorded a gain of $12,909 due to the decrease in the fair value related to
these instruments during the first quarter of fiscal 2009. Under ASC
815-40, the warrants will be carried at fair value and adjusted at each
reporting period. In June 2009, the warrants expired and the related warrant
liability adjusted to $-0-.
The fair
value of the warrants at the adoption date of ASC 815-40 was determined using
the Black Scholes Option Pricing Model based on the following
assumptions: dividend yield: -0-%; volatility: 97.17%, risk free
rate: 0.27% to 0.37%, expected term: 0.43 to 1.43 years.
NOTE
12- CAPITAL STOCK
Preferred
Stock
The
Company has authorized 2,700,000 total shares of preferred stock.
The Board
of Directors designated 1,200,000 shares as Series A 12.5% cumulative preferred
stock (“Series A Preferred Stock”), with a par value of $0.01 per share. The
preferred stock is entitled to preference upon liquidation of $0.63 per share
for any unconverted shares. As of September 30, 2009 and December 31, 2008,
there were no shares of Series A Preferred Stock issued and
outstanding.
The Board
of Directors has designated a total of 1,500,000 shares of Series B Preferred
Stock:
|
·
|
The
Board of Directors has designated 1,000,000 shares of its preferred stock
as Series B-1 Preferred Stock (“B-1 Preferred”). Each share of Series B-1
Preferred Stock is entitled to preference upon liquidation of $2.19 per
share for any unconverted shares. Each shares of the Series B-1 Preferred
shall be entitled to one (1) vote on all matters submitted to the
stockholders for a vote together with the holders of the Common Stock as a
single class. Eighty five (85) Series B-1 Preferred shares may be
converted to one (1) share of the Company’s common stock. As of September
30, 2009 and December 31, 2008 there were 228,652 shares of Series B-1
Preferred issued and outstanding.
|
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
12- CAPITAL STOCK (continued)
|
·
|
The
Board of Directors has designated 232,500 shares of its preferred stock as
Series B-3 Preferred Stock (“B-3 Preferred”). Each share of the Series B-3
Preferred shall be entitled to six and four tenths (6.4) votes on all
matters submitted to the stockholders for a vote together with the holders
of the Common Stock as a single class. Each Series B-3 Preferred share may
be converted to six and four tenths (6.4) shares of the Company’s
common stock. As of September 30, 2009 and December 31, 2008, there were
47,502 and 47,518 shares of Series B-3 Preferred issued and outstanding,
respectively.
|
|
·
|
In
June 2006 the Board of Directors designated 100,000 shares of its
preferred stock as Series B-4 Preferred Stock (“B-4
Preferred”). Upon the filing of an amendment which increased
the number of authorized common shares such that there was an adequate
amount of authorized common stock per issuance upon conversion of the
Series B-4 Preferred, the Series B-4 Preferred shares automatically
converted to shares of the Company's common stock at a rate of seventy
(70) common shares for each share of Series B-4 Preferred. During the
year ended December 31, 2007, 95,500 shares of Series B-4 Preferred were
converted into 6,685,000 shares of the Company’s common stock. As of
September 30, 2009 and December 31, 2008, there were no shares of Series
B-4 Preferred issued and
outstanding.
|
Common
Stock
On
September 3, 2009, the Company affected a one-for-five (1 to 5) reverse stock
split of its issued and outstanding shares of common stock, $0.01 par value. All
references in the consolidated financial statements and the notes to
consolidated financial statements, number of shares, and share amounts have been
retroactively restated to reflect the reverse split. The Company has restated
from 57,810,601 to 11,562,120 shares of common stock issued and outstanding as
of December 31, 2008 to reflect the reverse split.
On
September 3, 2009, the Company is authorized to issue 150,000,000 shares of
common stock with a par value of $0.01 per share. As of September 30, 2009 and
December 31, 2008, there were 18,048,268 and 11,562,120 shares of common stock
issued and outstanding, respectively.
In
February 2007, the Company amended its Certificate of Incorporation increasing
its authorized shares of common stock to issue 150,000,000 shares of common
stock with a par value of $0.01 per share.
In
January 2008, the Company issued 80,000 shares of its Common stock in exchange
for convertible debentures of $400,000.
In March
2008, the Company issued 39,000 shares of its Common stock in exchange for
convertible debentures of $195,000.
In April
2008, the Company issued 200 shares of its Common stock in exchange for
convertible debentures of $1,000.
In June
2008, the Company issued 35,000 shares of its Common stock in exchange for
convertible debentures of $175,000.
In
September 2008, the Company issued 4,600 shares of its Common stock in exchange
for convertible debentures of $23,000.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
12- CAPITAL STOCK (continued)
In
October 2008, the Company issued 800 shares of its Common Stock in exchange for
convertible debentures of $4,000.
In
January 2009, the Company issued 65,000 shares of its Common Stock in exchange
for services to be rendered through January 2011. The shares of Common Stock
were valued at $78,000, which was estimated to be approximate the fair value of
the Company’s common shares during the period covered by the consulting
agreement. The Company amortized and charged to operations a
stock-based compensation expense of $27,567 during the nine month period
ended September 30, 2009.
In
February 2009, the Company issued 102 shares of its Common Stock in conversion
of 16 shares of Series B-3 Preferred Stock.
Pursuant
to the Agreement and Plan of Merger dated and effective on June 30, 2009 (the
“Agreement”) with Solar Thin Power, Inc. and its shareholders, the shareholders
of Solar Thin Power, other than the Company, received an aggregate of 6,421,000
shares of the Company’s common stock (see Note 14).
NOTE
13- RELATED PARTY NOTES PAYABLE AND TRANSACTIONS
A
significant majority of sales during 2008 were Equipment Sales rather than
Factory Sales. In some cases the equipment was supplied directly to an end user,
as in the case of EPV Solar; in other cases the equipment was supplied to a
general contractor who subsequently delivered a complete factory, as in the case
of equipment supplied in collaboration with RESI and Terrasolar on behalf of CG
Solar (previously Blue Star Terra Corporation). During late 2007, the main
strategic partner for the Company on such sales had been Renewable Energy
Solutions, Inc. (“RESI”). Prior to RESI assuming the role of general contractor
on the CG Solar project the primary partner was Terra Solar Global, Inc. (“Terra
Solar”).
Terra
Solar, Inc. (“TSI”) owns approximately 49% of the outstanding securities of
Terra Solar. Zoltan Kiss, a shareholder and former director of the Company, was
also a shareholder of TSI. Zoltan Kiss, a shareholder and former director of the
Company, is also the Chairman and majority owner of RESI. Mr. Kiss resigned as
Chairman and a Director of the Company effective December 20, 2007.
An
additional $369,108 was invoiced to RESI for a separate project during 2007. No
revenue was generated from either party during 2008.
The
Company had related party trade receivables of $1,197,548 from RESI as of
December 31, 2008 from the Blue Star Contract and $134,315 from another
project. RESI assumed the trade payable from Terrasolar upon assumption of the
Blue Star contract in April 2007 and made several payments during 2007. The
Company has decided to reserve $831,863 out of the total balance of $1,331,863
related party trade receivable based on management’s evaluation of the related
party’s current financial condition as of December 31, 2008. During the nine
months ended September 30, 2009, the Company collected $450,000 pursuant to an
Equity Transfer Agreement the Company executed in September 2009 and the
remaining uncollectible receivable of $50,000 was charged to operations during
the period ended September 30, 2009.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
13- RELATED PARTY NOTES PAYABLE AND TRANSACTIONS (continued)
The
Company signed a cooperative Research and Development Contract, and a Marketing
and Manufacturing Facility Turn On Function Contract with RESI on December 20,
2006 and January 30, 2007, respectively. Zoltan Kiss, the Company’s former
Chairman of the Board, is Chairman and majority shareholder of RESI. Payments
made to RESI under the Research and Development Contract were $-0- and $120,000
for the nine month periods ended September 30, 2009 and 2008, respectively. No
payments have been made to RESI under the Marketing and Manufacturing Facility
Turn On Function Contract for the three month periods ended September 30, 2009
and 2008.
During
2008, the Company also entered into a Settlement Agreement with Zoltan Kiss,
replacing both the Research and Development Contract and the Marketing
Contract.
There
were no related party sales and/or cost of sales for the three and nine month
periods ended September 30, 2009 and 2008.
The
Company has a dividend payment obligation due to the former shareholders valued
at $146,206 and $143,778 as of September 30, 2009 and December 31, 2008,
respectively.
NOTE
14 – NON CONTROLLING INTEREST
Formation and Merger of
Subsidiary
On
October 18, 2007, the Company organized a wholly owned subsidiary, Solar Thin
Power, Inc. (“Solar Thin Power”) under the laws of the state of Nevada. On
October 24, 2007, Solar Thin Power issued 50,000,000 shares of its common stock
in exchange for services rendered to the Company and 14,500,000 common shares
for services to be performed. On December 19, 2007 and January 23,
2008, Solar Thin Power completed the sale of 7,070,000 shares of its common
stock at a net sales price of $0.4948 per share. In conjunction with
the sale of the common stock of Solar Thin Power, the Company issued 737,000
warrants to purchase shares in the Company’s common stock at $16.50 per share
for five years (Notes 12 and 16).
On June
30, 2009, pursuant to the Company’s Agreement and Plan of Merger (the
“Agreement”) with Solar Thin Power and its shareholders, Solar Thin Power was
merged with and into the Company (the “Merger”). Following the Merger
effective on June 30, 2009, Solar Thin Power is operated as a division of the
Company and will seek to facilitate power projects and joint ventures designed
to provide solar electricity using thin film a-Si solar modules.
Under the
terms of the Merger:
|
·
|
the
shareholders of Solar Thin Power, other than the Company, received an
aggregate of 6,421,000 shares of the Company’s common stock, or one and
one-half shares of Company common stock for each share of Solar Thin Power
common stock owned by them;
|
|
·
|
each
full share of Solar Thin Power common stock that is issuable upon exercise
of any Solar Thin Power warrants as at the effective time of the Merger
will be converted into and exchanged for the right to purchase or receive
one full share of the Company’s common stock upon exercise of such Solar
Thin Power warrants; and
|
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
14 – NON CONTROLLING INTEREST (continued)
|
·
|
all
of the 43,000,000 shares of Solar Thin Power common stock owned by the
Company were cancelled.
|
For the
period from October 18, 2007 (date of incorporation) to the date of the Merger,
Solar Thin Power, Inc. had total revenue of $0, net income of $2,187 and $45,485
for the three and nine months ended September 30, 2008, and net income of
$24,624 for period from January 1, 2009 through the date of Merger, mainly
attributable to accrued interest receivable, and a total accumulated
deficit of $273,507 at June 30, 2009, date of Merger. Prior to
the Merger, the Company owned a 63.64% interest in Solar Thin Power. In the
quarter ended September 30, 2009, the Company issued 6,421,000 shares of its
commons stock to shareholders of Solar Thin Power, Inc. pursuant to the
Agreement and Plan of Merger, and the Company had eliminated the non controlling
interests on its consolidated balance sheets upon the Merger effective on June
30, 2009; and the consolidated results of operations and cash flows reflected an
elimination of 36.36% of Solar Thin Power financial results for the period prior
to the Merger that pertain to the non controlling interest shareholders of Solar
Thin Power.
The
following table summarizes the changes in Non Controlling Interest from December
31, 2007 to June 30, 2009 (date of Merger):
Balance
as of December 31, 2007
|
|
$
|
999,496
|
|
Period
loss applicable to non controlling interest for 2008
|
|
|
(67,904
|
)
|
Dilution
of ownership interest from 70.15% ownership to 65.12% through issuance of
Solar Power’s common stock by the Company for services
rendered
|
|
|
214,996
|
|
Balance
as of December 31, 2008
|
|
|
1,146,588
|
|
Period
income applicable to non controlling interest for the six months ended
June 30, 2009
|
|
|
8,771
|
|
Dilution
of ownership interest related to change in equity of non controlling
interest
|
|
|
9,156
|
|
Dilution
of ownership interest from 65.12% to 63.64% through issuance of Solar
Power’s common stock by Company for services rendered
|
|
|
49,141
|
|
Common
stock to be issued in exchange for the outstanding non controlling
interest
|
|
|
(1,213,656
|
)
|
Balance
as of June 30, 2009 (date of Merger)
|
|
$
|
-
|
|
The
Company follows the Accounting Standards Codification subtopic 450-10,
Contingencies (“ASC 450-10”) in accounting for this put liability, which
provides that loss contingencies should be recognized as liabilities if they are
probable and reasonably estimable. At December 31, 2008, the Company believed
that its obligations under the put option are not probable due to the fact that
it was anticipated that Solar Thin Power will enter into an agreement with the
Company to merge with and into the Company prior to the Effective Date.
Upon the execution of the Agreement and Plan of Merger (the “Agreement”) with
Solar Thin Power, Inc. and its shareholders, and the closing of the acquisition
effective June 30, 2009, the put liability had been eliminated at June 30, 2009
(date of Merger).
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
15- ECONOMIC DEPENDENCY
During
the nine month period September 30, 2009, $8,402,980 or 100% of the total
revenues were derived from one customer; for the nine month period ended
September 30, 2008; $2,871,458 or 100% were derived from another
customer.
NOTE
16 – STOCK OPTIONS AND WARRANTS
Warrants
The
following table summarizes the changes in warrants outstanding and related
prices for the shares of the Company’s common stock at September 30,
2009:
Exercise Price
|
|
Number
Outstanding
|
|
Warrants
Outstanding
Weighted
Average
Remaining
Contractual Life
(years)
|
|
|
Weighted
Average
Exercise price
|
|
|
Number
Exercisable
|
|
|
Warrants
Exercisable
Weighted
Average
Exercise Price
|
|
$
|
1.00
|
|
400,000
|
|
|
2.50
|
|
|
$
|
1.00
|
|
|
|
400,000
|
|
|
$
|
1.00
|
|
|
5.00
|
|
66,667
|
|
|
0.72
|
|
|
|
5.00
|
|
|
|
66,667
|
|
|
|
5.00
|
|
|
11.00
|
|
600,000
|
|
|
0.71
|
|
|
|
11.00
|
|
|
|
—
|
|
|
|
-
|
|
|
16.50
|
|
1,337,000
|
|
|
2.06
|
|
|
|
16.50
|
|
|
|
1,337,000
|
|
|
|
16.50
|
|
Total
|
|
2,403,667
|
|
|
1.76
|
|
|
$
|
12.25
|
|
|
|
2,403,667
|
|
|
$
|
10.75
|
|
Transactions
involving the Company’s warrant issuance are summarized as follows:
|
|
Number
of
Shares
|
|
|
Weighted
Average
Price
Per
Share
|
|
Outstanding
at December 31, 2007
|
|
|
3,268,667
|
|
|
$
|
13.40
|
|
Granted
|
|
|
60,000
|
|
|
|
16.50
|
|
Exercised
|
|
|
—
|
|
|
|
—
|
|
Canceled
or expired
|
|
|
—
|
|
|
|
—
|
|
Outstanding
at December 31, 2008
|
|
|
3,328,667
|
|
|
|
13.45
|
|
Granted
|
|
|
400,000
|
|
|
|
1.00
|
|
Exercised
|
|
|
—
|
|
|
|
—
|
|
Canceled
or expired
|
|
|
(1,325,000
|
)
|
|
|
(11.90
|
)
|
Outstanding
at September 30, 2009
|
|
|
2,403,667
|
|
|
$
|
12.25
|
|
In
conjunction with the sale of the common stock of the Company’s then majority
owned subsidiary, Solar Thin Power, Inc., the Company issued 60,000 warrants
during the year ended December 31, 2008 to purchase the Company’s common stock
at $16.50 per share exercisable until five years from the date of issuance.
During the period ended September 30, 2009, 125,000 warrants issued to a
placement agent and 1,200,000 warrants issued to Investors in connection with
June 2006 financing during the year ended December 31, 2006 (Note 10)
expired.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
16 – STOCK OPTIONS AND WARRANTS (continued)
Warrants
(continued)
On April
1, 2009, the Company issued to a consultant 400,000 warrants to purchase Solar
Thin Power common stock at $1.00 per share exercisable over three years. The
warrants vested immediately and were issued for services to be rendered for a
period of one year. Effective June 30, 2009, in conjunction with the merger of
Solar Thin Power (See Note 14), the Company exchanged the issued warrants to
warrants to purchase the Company’s common stock with the same terms and
conditions. The fair value of the issued warrants of $222,706 was determined
using the Black Scholes Option Pricing Model based on the following
assumptions:
Significant
assumptions (weighted-average):
|
|
|
|
Risk-free
interest rate at grant date
|
|
|
1.16
|
%
|
Expected
stock price volatility
|
|
|
103.89
|
%
|
Expected
dividend payout
|
|
|
—
|
|
Expected
option life-years (a)
|
|
|
3
|
|
(a) The
expected warrant life is based on contractual expiration dates.
The
Company amortized and charged to operations a stock-based compensation
expense of $55,676 and $111,353 for the three and nine month period ended
September 30, 2009, respectively.
Stock
options
The
following table summarizes the changes in options outstanding and the related
prices for the shares of the Company's common stock issued to employees and
directors of the Company at September 30, 2009:
|
|
Options Outstanding
|
|
|
|
Options Exercisable
|
|
Exercise Prices
|
|
Number
Outstanding
|
|
Weighted
Average
Remaining
Contractual Life
(Years)
|
|
Weighted
Average
Exercise Price
|
|
Number
Exercisable
|
|
Weighted
Average
Exercise Price
|
|
$
|
0.90
|
|
600,000
|
|
7.72
|
|
$
|
0.90
|
|
600,000
|
|
$
|
0.90
|
|
$
|
2.10
|
|
100,000
|
|
4.07
|
|
$
|
2.10
|
|
30,556
|
|
$
|
2.10
|
|
$
|
3.75
|
|
126,000
|
|
8.50
|
|
$
|
3.75
|
|
126,000
|
|
$
|
3.75
|
|
$
|
10.35
|
|
3,125
|
|
0.20
|
|
$
|
10.35
|
|
3,125
|
|
$
|
10.35
|
|
Total
|
|
829,125
|
|
7.37
|
|
$
|
1.55
|
|
759,681
|
|
$
|
1.46
|
|
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
16 – STOCK OPTIONS AND WARRANTS (continued)
Stock options
(continued)
Transactions
involving stock options issued to employees are summarized as
follows:
|
|
|
|
|
Weighted
Average
|
|
|
|
Number
of
|
|
|
Price
|
|
|
|
Shares
|
|
|
Per
Share
|
|
Outstanding
at December 31, 2007:
|
|
|
603,125
|
|
|
$
|
2.75
|
|
Granted
|
|
|
354,000
|
|
|
|
3.30
|
|
Exercised
|
|
|
—
|
|
|
|
—
|
|
Canceled
or expired
|
|
|
(8,000
|
)
|
|
|
(10.90
|
)
|
Outstanding
at December 31, 2008:
|
|
|
949,125
|
|
|
$
|
2.95
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Canceled
or expired
|
|
|
(120,000
|
)
|
|
|
(4.00
|
)
|
Outstanding
at September 30, 2009:
|
|
|
829,125
|
|
|
$
|
1.55
|
|
During
the year ended December 31, 2008, the Company granted an aggregate of 346,000
stock options (net of cancellations, see stock option table per above) to
officers, employees and consultants with an exercise prices from $2.10 to $4.00
per share expiring five to ten years from issuance with cliff vesting or graded
vesting over eighteen to thirty six months. Compensation cost is recognized over
the requisite service period in a manner consistent with the option vesting
provisions.
The
weighted-average fair value of stock options granted to officers and employees
during the year ended December 31, 2008 and the weighted-average significant
assumptions used to determine those fair values, using a Black-Scholes option
pricing model are as follows:
Significant
assumptions (weighted-average):
|
|
|
|
Risk-free
interest rate at grant date
|
|
|
2.67% to 3.75
|
%
|
Expected
stock price volatility
|
|
|
92.20% to 94.93
|
%
|
Expected
dividend payout
|
|
|
—
|
|
Expected
option life-years (a)
|
|
|
5
to 10
|
|
(a) The
expected option life is based on contractual expiration dates.
During
the nine month period ended September 30, 2009, the Company canceled 120,000
unvested stock options and re-priced certain employee options initially with
exercise price of $2.67 to $0.90 per share with other terms remaining the
same. The re-priced stock options were originally granted and fair
valued in June 2007, and the original fair value was amortized over the vesting
period of two years. The Company had amortized and charged to
operations the entire original value of the options as of the second quarter of
fiscal 2009. In addition, upon the modification of the exercise price
of these options during the nine months ended September 30, 2009, the Company
calculated the fair value of the fully vested re-priced options based on the
modified terms, and additional compensation of $45,494 was charged to current
period operations.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
16 – STOCK OPTIONS AND WARRANTS (continued)
Stock options
(continued)
Stock-based compensation
expense in connection with stock options granted, vested and re-priced in
the aggregate amount of $85,696 and $223,351 was charged to operating
results in connection with the stock options grant for the three month periods
ended September 30, 2009 and 2008, respectively.
Stock-based compensation
expense in connection with stock options granted, vested and re-priced in
the aggregate amount of $655,387 and $605,256 was charged to operating results
in connection with the stock options grant for the nine month periods ended
September 30, 2009 and 2008, respectively.
The fair
values of the fully vested re-priced employee options were determined using the
Black Scholes option pricing model with the following assumptions:
Dividend
yield:
|
|
|
-0-
|
%
|
Volatility
|
|
|
103.89
|
%
|
Risk
free rate:
|
|
|
2.25
|
%
|
Expected
option life-years (a)
|
|
|
8.17
|
|
(a) The
expected option life is based on contractual expiration dates.
On
September 4, 2009, the Company's board of directors authorized warrants to
purchase up to 12,500,000 shares of common stock of the Company. The
Company intends to issue these warrants to potential investors and other persons
who have rendered or may render services on behalf of the Company, including
certain of its officers, directors, consultants and other affiliates. The
warrants will, if and when issued, entitle the holder to purchase, at any time
on or before the earlier to occur of five years from the date of issuance or
December 31, 2014, common stock at an exercise price of $0.70 per share,
representing the average closing bid price of the Company’s common stock for the
20 trading days after the Company’s one-for-five reverse stock split consummated
on September 3, 2009. The warrants may be exercised on a cashless
basis. To the extent that the Company issues these warrants to persons,
other than its officers and directors, such warrants may be issued at any time
by the board of directors and will be immediately exercisable. If and
to the extent that warrants are issued to the Company’s officers and directors,
they may only be exercised if and when the Company achieves net profits for two
or more consecutive fiscal quarters, and the other terms and conditions of such
warrants have been reviewed and are deemed to be fair and reasonable to the
Company by an independent investment banking firm. In addition, such
warrants, if exercisable, would automatically terminate if such person ceases
for any reason (other than death or disability) to be an officer or director of
the Company prior to their exercise.
The
Company’s board of directors will consider registering the shares of common
stock underlying the warrants for resale under the Securities Act of 1933, as
amended.
NOTE
17 - COMMITMENTS AND CONTINGENCIES
Lease
agreement
In
November 2005, the Company entered into a three year fixed term lease agreement
for our corporate offices and facilities in Budapest, Hungary at a rate ranging
from $4,543 to $15,433 per month as the lease has provisions for additional
space for the period calendar year of 2006 and beyond. The lease agreement
provides for moderate increases in rent after the first year in accordance with
the inflationary index published by the Central Statistical Office. In November
2007, the terms of the lease agreement were modified effectively increasing the
monthly rent to $20,800 per month starting on January 1, 2008 for the next three
years through December 31, 2010. The minimum future cash flow for the leases at
September 30, 2009 is as follows:
|
|
Amount:
|
|
|
|
|
|
|
|
|
|
|
Three
months ending December 31, 2009
|
|
$
|
62,400
|
|
Year
ending December 31, 2010
|
|
$
|
249,600
|
|
Total
|
|
$
|
312,000
|
|
Rent
expense amounted to $66,779 and $69,162 for the three month periods ended
September 30, 2009 and 2008, respectively.
Rent
expense amounted to $201,488 and $209,459 for the nine month periods ended
September 30, 2009 and 2008, respectively.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
17 - COMMITMENTS AND CONTINGENCIES (continued)
Litigation
New York Medical, Inc. and Redwood
Investment Associates, L.P. vs. American United Global, Inc., et al. (Supreme
Court, New York State, New York County)
. In this suit, filed on December
12, 2003, plaintiffs seek a declaration that a series of transactions by which
we allegedly acquired Lifetime Healthcare Services, Inc. ("Lifetime") and
Lifetime acquired an interest in NY Medical from Redwood (collectively
"Transactions") were properly rescinded or, alternatively, that because the
Transactions were induced by fraudulent conduct of our company and others, that
the Transactions should be judicially rescinded. In addition to the requests for
equitable relief, plaintiffs also seek monitory damages in excess of $5 million
and exemplary damages in the amount of $15 million. On March 18,
2008, the Supreme Court of New York State entered a final order dismissing this
legal proceeding.
Grace Brothers Ltd. vs. Solar Thin
Films, Inc. (Supreme Court, New York State, New York County)
. On March 4,
2009, Grace Brothers Ltd. brought an action against the Company in the Supreme
Court of the State of New York, County of New York, seeking damages of
approximately $255,000 in alleged registration delay penalties. On
July 16, 2009, the Company filed its answer to the complaint denying all of
Grace’s allegations. We are attempting to resolve the matter
amicably. However, in the event litigation proceeds, it will be aggressively
defended. Management believes that the plaintiff’s suit is without
merit, and further believes the ultimate outcome of this matter will not have a
material adverse effect on the Company’s consolidated financial position,
results of operations or liquidity.
From time
to time, the Company is a party to litigation or other legal proceedings that
the Company considers to be a part of the ordinary course of its business. The
Company is not involved currently in legal proceedings that could reasonably be
expected to have a material adverse effect on its business, prospects,
consolidated financial condition or results of operations. The Company may
become involved in material legal proceedings in the future
.
Contingent
Obligation
The
Company remains contingently liable for certain capital lease obligations
assumed by EGLOBE, Inc. ("EGLOBE") as part of the Connectsoft Communications
Corp. asset sale which was consummated in June 1999. The lessor filed for
bankruptcy in 2000 and the leases were acquired by another leasing organization
which subsequently also filed for bankruptcy in 2001. In addition, EGLOBE filed
for bankruptcy in 2001. The Company has been unable to obtain any further
information about the parties but believes that in the normal course of the
proceedings that another company most likely acquired the assets and related
leases and that a mutually acceptable financial arrangement was reached to
accomplish such a transfer.
To date,
the Company has not been contacted and has not been notified of any delinquency
in payments due under these leases. The original leases were entered into during
early to mid 1997 each of which was for a five-year term. Extensions of an
additional 20 months were negotiated with the original lessor in 1998 and 1999
moving the ending date to approximately mid 2004. The balance due under the
leases in June 1999 upon transfer and sale to EGLOBE was approximately
$2,800,000 including accrued interest and the monthly payments were
approximately $55,000. The balance that is currently due under the leases is
unknown and there would most likely have been negotiated reductions of amounts
due during the bankruptcy proceedings.
In 1996,
the Company issued an unsecured 8% $1.5 million note to an unrelated party in
connection with the Company's acquisition of a software company. The note was
due and payable on April 30, 1999. The note was governed by the laws of the
State of New York. The New York statute of limitations for seeking to collect on
a note is six years from the maturity date. The creditor has never sought to
collect the note since its maturity date and in or about 2001 orally advised a
representative of the Company that it had "written off the debt." Although the
Company has previously and currently listed the note as a liability on its
balance sheet, it does not believe that it has any further liability under this
note (see Note 8). Subject to receipt of an appropriate opinion of counsel, the
Company intends to delete this item as a liability on its financial statements
as at December 31, 2009 and for the fiscal year then ending.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
17 - COMMITMENTS AND CONTINGENCIES (continued)
Product Warranty
Obligation
The
Company provides for estimated costs to fulfill customer warranty obligations
upon recognition of the related revenue in accordance with ASC 460-10. The range
for the warranty coverage for the Company’s products is up to 18 to 24 months.
The Company estimates the anticipated future costs of repairs under such
warranties based on historical experience and any known specific product
information. These estimates are reevaluated periodically by management and
based on current information, are adjusted accordingly. The Company’s
determination of the warranty obligation is based on estimates and as such,
actual product failure rates may differ significantly from previous
expectations. Accrued provision for product warranty was approximately $191,000
and $59,930 as of September 30, 2009 and December 31, 2008,
respectively.
Employment and Consulting
Agreements
The
Company has consulting agreements with its key officers. In addition to
compensation and benefit provisions, the agreements include non-disclosure and
confidentiality provisions for the protection of the Company's proprietary
information.
In
connection with the merger with Kraft, the Company entered into consulting
agreements with Zoltan Kiss and Robert M. Rubin pursuant to which each would
receive annual compensation of $160,000 per annum and major medical benefits in
consideration for services performed on behalf of the Company. Each of these
agreements had a term of three years. The agreement with Mr. Kiss was terminated
as part of the agreement with Mr. Kiss as further described below. Mr. Rubin’s
agreement was modified upon his appointment as the Company’s Chief Financial
Officer in August 2007.
The
Company has consulting agreements with outside contractors to provide marketing
and financial advisory services. The Agreements are generally for a term of 12
months from the inception and renewable automatically from year to year unless
either the Company or consultant terminates such engagement by written
notice.
Share exchange
agreement
On April
3, 2009, the Company and Kraft entered into a restated share exchange agreement
with Buda Solar Technologies Co. Ltd. (“Buda Solar”) and its
shareholders. Under the terms of such agreement, subject to the
satisfaction of certain closing conditions, including, without limitation, the
Company’s repayment of the outstanding June 2006 convertible notes in order to
secure the release of the shares of Kraft pledged as security to the June 2006
noteholders, Kraft will acquire 100% of the share capital of Buda Solar and will
issue to the stockholders of Buda Solar 49% of the share capital of
Kraft. As a result, the Company will own 51% of Kraft and our 51%
owned Kraft subsidiary will, in turn, own 100% of the share capital of Buda
Solar. Buda Solar is engaged in the providing technical and
installation services for the production and installation of thin film a-Si
solar module manufacturing equipment. Consummation of the Buda Solar
transaction has been amended on April 30, 2009 and rescheduled to occur by the
end of the first quarter of 2010.
Under the
terms of a separate agreement with BudaSolar, Kraft has contracted to purchase
from BudaSolar (1) equipment assembly services on some of its equipment based on
a fixed fee per equipment, and (2) installation related technical services based
on hourly rates. In connection with these services, Kraft has paid
$1,370,000 in advances to BudaSolar during the second quarter of 2009. BudaSolar
has provided $1,326,693 worth of services in 2009 to Kraft, which left a balance
of advances wired to BudaSolar of $77,412 as of September 30, 2009.
Advances to BudaSolar have been fully settled in July 2009. During
2008, BudaSolar received $750,000 pursuant to the Stock Exchange Agreement from
the Company, which was fully repaid in the second quarter of 2009.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
17 - COMMITMENTS AND CONTINGENCIES (continued)
Agreement with Mr. Kiss and
other Stockholders
On August
12, 2008, the Company entered into a stock purchase agreement (the “Purchase
Agreement”) with Zoltan Kiss (“Z. Kiss”), Gregory Joseph Kiss (“G. Kiss”), Maria
Gabriella Kiss (“M. Kiss”), and Steven H. Gifis (“Gifis”). Under the terms of
the Purchase Agreement, the Company has agreed to arrange for the sale, and each
of Z. Kiss, G. Kiss and M. Kiss (the “Selling Stockholders”) have agreed to
sell, an aggregate of 3.6 million shares of common stock of the Company owned by
the Selling Stockholders. The purchase price for the 3.6 million shares is $2.07
per share, or a total of $7,450,200 for all of the shares. At August 12, 2008,
the closing price of the Company’s common stock, as traded on the OTC Bulletin
Board, was $4.0 per share.
Z. Kiss,
a former director and executive officer of the Company, is selling 2.0 million
of the 3.6 million shares, representing his entire share holdings in the
Company. In addition, Mr. Kiss has agreed to apply up to $831,863 of the
proceeds from the sale of his 2.0 million shares to pay a portion of the
$1,331,863 of indebtedness owed by his affiliate Renewable Energy Solutions Inc.
(“RESI”), to the Company. G. Kiss and M. Kiss, the children of Z. Kiss, are each
selling 800,000 shares in the transaction, and, after the sale, such persons
will retain 10,000 and 200,000 shares of the Company’s common stock,
respectively. Mr. Gifis is acting as agent for each of the Selling Stockholders
(the “Sellers’ Agen
t
”).
The
Company intends to finance the purchase price for the 3.6 million shares being
sold by the Selling Stockholders by arranging for a sale of the shares, either
through a registered public offering for the account of the Selling
Stockholders, or a private purchase.
The
closing of the transactions under the Purchase Agreement was to occur on or
about November 30, 2008, subject to extension to January 31, 2009, by mutual
agreement of the Company and Mr. Gifis; provided, that if such Sellers’ Agent
shall receive reasonable assurances from the investment banking firm
underwriting securities on behalf of the Company and the Selling Stockholders
that the financing to pay the purchase price for the shares being sold, will, in
their judgment, be consummated, the Sellers’ Agent shall
extend the closing date
to January 31, 2009
On
December 22, 2008, the Company and Kraft entered into an Amendment to the Master
Settlement Agreement and Stock Purchase Agreement (the “Amendment”) with Amelio,
RESI and the Selling Stockholders under which, among other things, the Outside
Closing Date as defined in the Settlement Agreement was revised to May 31,
2009. In addition, the definition of “RESI Debt” owed to the Company
as defined in the Settlement Agreement was revised to the net amount of
indebtedness, net of fees payable under the existing agreements to the closing
date, and not to exceed $831,863 owed by RESI to the Company or its affiliates
as of the closing date;
provided
, that if the
Transferred CG Solar Equity (as defined below) is not delivered to the Company
by December 31, 2008, the RESI Debt shall be an amount not to exceed
$1,331,863. Moreover, “RESI Debt Settlement Payment and Deliverables”
as set forth in the Settlement Agreement was amended to state that the RESI Debt
shall be paid to the Company as follows:
|
·
|
on
or before December 31, 2008, Z. Kiss shall cause RESI to transfer to the
Company an aggregate of shares of CG Solar, formerly known as Weihai Blue
Star Terra Photovoltaic Company (“CG Solar”), representing 5% of the
issued and outstanding capital shares of CG Solar, and having an agreed
upon value of $500,000 (the “Transferred CG Solar Equity”) – In July 2009,
the parties negotiated the sale back of the 5% interest in CG Solar for
$450,000. In September 2009, the Company collected the $450,000 and
charged the remaining uncollectible amount of $50,000 to current period
operations.
|
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
17 - COMMITMENTS AND CONTINGENCIES (continued)
Agreement with Mr. Kiss and
other Stockholders (Continued)
|
·
|
the
$831,863 balance of the RESI Debt (the “RESI Debt Balance”) shall be paid
on or following the closing date as
follows:
|
|
·
|
to
the extent not previously paid in full, out of the net proceeds received
by him from the public or private sale of all or a portion of his
2,000,000 subject shares under the Purchase Agreement, Z. Kiss shall pay
to the Company a total of up to $434,315 of the RESI Debt Balance, such
amount to be appropriately pro-rated based upon $0.22 to be paid for each
such 2,000,000 subject shares sold;
and
|
|
·
|
unless
a portion of the RESI Debt Balance has been paid by Z. Kiss in accordance
with the above, the entire RESI Debt Balance(or any unpaid portion
thereof) will be paid to the Company by Amelio on the earlier to occur of
(i) receipt of net proceeds of a financing by Amelio (the “Amelio
Financing”) of not less than $2,000,000, or (ii) receipt of payment by
RESI or Amelio from CG Solar, the customer from whom the a-Si equipment
giving rise to the RESI Debt was shipped. To the extent that
the RESI Debt Balance is paid in whole or in part by Z. Kiss, then Amelio
shall issue to Z. Kiss a promissory note due and payable to the earlier to
occur of the consummation of the Amelio Financing or one year from the
closing date.
|
|
·
|
Amelio
agreed to guaranty payment of the RESI Debt Balance to the
Company.
|
The
Settlement Agreement was further amended to state that Robert M. Rubin and The
Rubin Irrevocable Stock Trust (the “Trust”) agree that all indebtedness
owed to Mr. Rubin and the Trust by Nanergy Solar, Inc. (“Nanergy”), an affiliate
of Z. Kiss, will be deemed fully paid and satisfied, and Mr. Rubin and the Trust
agree to relinquish all capital stock or stock certificates in
Nanergy. To the extent that Mr. Rubin and/or the Trust received notes
or stock certificates of Nanergy, the same will be returned to Nanergy on or
before December 31, 2008.
Under the
Amendment, the Purchase Agreement was revised to state that in the event that
any time prior to the Outside Closing Date, any of the Selling Stockholders
receive a bona fide written offer (the “Offer”) from any financially credible
individual or institutional purchaser(s) to purchase as a principal in a private
transaction, all or any portion of the subject shares, then the Selling
Stockholders shall give written notice to the Company (the
“Notice”). The Company shall have the right, within 30 days from
receipt of the Notice, to purchase that number of subject shares proposed to be
purchases in the Offer at the same price per share and payment terms as set
forth in the Offer.
There can
be no assurance that the Company will be able to obtain the requisite financing
to consummate the transactions contemplated by the above agreements. As of the
date hereof, the anticipated closing date of the transactions contemplated by
the above agreements has passed and such transactions have not been
consummated.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
17 - COMMITMENTS AND CONTINGENCIES (continued)
Proposed Acquisition of
Algatec
On
October 20, 2008, Robert M. Rubin, Chairman, Chief Executive Officer and Chief
Financial Officer of Solar Thin Films, formed Algatec Equity Partners, L.P., a
Delaware limited partnership (the “Partnership”), for the purpose of acquiring
up to 49% of the share capital of Algatec. Effective as October 30,
2008, Algatec and members of Algatec senior management consisting of Messrs.
Rainer Ruschke, Ullrich Jank, Dr. Stefan Malik and Andre Freud (collectively,
the “Management Stockholders”), and Anderkonto R. Richter, Esq., as trustee for
Mr. Ruschke and another Algatec stockholder (the “Trustee”), entered into a
share purchase agreement (the “Algatec Share Purchase
Agreement”). Under the terms of the Algatec Share Purchase Agreement,
on November 3, 2008 (the “First Closing”) the Partnership invested an aggregate
of $3,513,000, of which approximately €2,476,000 was represented by a
contribution to the equity of Algatec to enable it to acquire all of the assets
and equity of Trend Capital, the predecessor to Algatec. The
Partnership also purchased for €1.00 per share a total of 13,750 Algatec shares,
representing 27.5% of the outstanding share capital of Algatec.
The general partner of the
Partnership is Algatec Management LLP, a Delaware limited liability company
owned by The Rubin Family Irrevocable Stock Trust and other
persons. Mr. Rubin and Barry Pomerantz, a business associate of Mr.
Rubin, are the managers of the general partner. Under the terms of
the limited partnership agreement, the general partner agreed to invest a total
of $165,000 in the Partnership in consideration for 5.0% of the assets, profits
and losses of the Partnership. The limited partners, who invested an
aggregate of $3,200,000 at the First Closing and additional persons the
Partnership will seek to admit as limited partners by the Second Closing, will
own 95.0% of the Partnership assets, profits and losses. As part of the First
Closing, The Rubin Family Irrevocable Stock Trust invested an additional
$1,500,000, as a limited partner, on the same terms as other limited partners of
the Partnership.
In
addition to its equity investment, the Partnership has agreed under the terms of
a loan agreement entered into at the same time as the Algatec Share Purchase
Agreement, to lend to Algatec on or about November 30, 2008 (the “Second
Closing”), an additional $2,600,000 or approximately €2,000,000. The
proceeds of the loan were to be used to assist Algatec in paying the balance of
the purchase price for all of the assets and equity of the Trend Capital limited
partnership. Upon funding of the loan, the Partnership would purchase
for €9,250 an additional 9,250 shares, representing 21.5% of the outstanding
share capital of Algatec, thereby increasing its ownership to an aggregate of up
to 49% of the outstanding share capital of Algatec. The loan,
together with interest at the rate of 6% per annum, is repayable on the earlier
of December 31, 2012 or the completion of one or more financings providing
Algatec with up to $50.0 million of proceeds for expansion (the “Algatec
Financing”). Upon the Partnership funding the entire €2,000,000 loan
at the Second Closing, the Management Group would own the remaining 51% of the
share capital of Algatec. If the Partnership funds less than the full
€2,000,000 loan, the additional 21.5% equity to be issued to the Partnership at
the Second Closing was to have been appropriately pro-rated. On
December 29, 2008, the Partnership consummated the Second Closing with Algatec
and funded a loan of €2,000,000 ($2.6 million). Ultimately, the Partnership
provided total funding of approximately $5.75 million to Algatec which, after
allowing for unfavorable currency conversion rates, left the Partnership with a
total equity ownership in Algatec of approximately 47% of the total number of
outstanding Algatec shares.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
17 - COMMITMENTS AND CONTINGENCIES (continued)
Proposed Acquisition of
Algatec (continued)
Effective
as of October 30, 2008, the Trustee, the Management Group and the Partnership
(collectively, the “Algatec Stockholders”) and Algatec entered into a stock
exchange agreement. Under the terms of the stock exchange agreement the
Algatec stockholders agreed, subject to certain conditions, to exchange
100% of the share capital of Algatec for shares of our newly authorized Series
B-5 convertible preferred stock. The Series B-5 preferred stock is
convertible at any time into that number of shares of our common stock as shall
represent 60% of our “Fully-Diluted Common Stock” (as defined). The
term “Fully-Diluted Common Stock” means the aggregate number of shares of
Company common stock issued and outstanding as at the date of closing of
the share exchange,
after
giving pro-forma effect to the sale or issuance of any shares of common stock
(a) that were issued at any time following the October 30, 2008 date of
execution of the stock exchange agreement and prior to consummation of the
Algatec acquisition, (b) that are issuable upon conversion of any Company
convertible securities or upon the exercise of any warrants that were issued at
any time between October 31, 2008 and consummation of the Algatec acquisition,
and (c) that are issuable upon full conversion of the Series B-5 preferred
stock. However, the Algatec stockholders shall be subject to
pro-rata dilution resulting from the issuance of (i) approximately 3.92 million
shares of Company common stock issuable upon conversion of convertible notes or
the exercise of options and warrants that were outstanding as at October 30,
2008, (ii) any shares of Company common stock issued in connection with
providing financing for Algatec (as described below), or (iii) any shares of
Company common stock issued or issuable after completion of the Algatec
acquisition. Consummation of the Algatec acquisition is subject to
certain conditions, including Algatec obtaining up to $50.0 million of the
Algatec Financing to enable it to construct the addition to its existing
manufacturing facility and purchase the necessary equipment to expand its
business and meet contractual obligations to Q-Cells and other customers, as
described above.
On April
10, 2009, the parties agreed to extend the anticipated closing date of the
transactions contemplated by the Stock Exchange Agreement to July 15,
2009. Consummation of the transaction was subject to certain
conditions, including our ability to arrange for the $50.0 million Algatec
Financing. Such Algatec Financing condition was not fulfilled and the
agreement expired on July 15, 2009.
The
Company and the Partnership, as the owner of approximately 47% of the
outstanding shares of capital stock of Algatec, are considering a transaction
whereby the Partnership will exchange all of its Algatec shares for shares of
Company common stock. It is anticipated that, upon consummation of such
exchange, the Partnership or its partners will receive shares of Company common
stock representing approximately 28.2% of the Fully-Diluted Common Stock of the
Company. Consummation of the exchange will be subject to a number of
conditions, including:
|
·
|
receipt
of audited financial statements of
Algatec;
|
|
·
|
final
approval of our board of directors;
|
|
·
|
approval
and consent of the holders of a majority of the limited partnership
interests in the Partnership, excluding, for such purpose, the Partnership
interest held by The Rubin Family Irrevocable Stock Trust;
and
|
|
·
|
receipt
of a "fairness opinion" from an independent investment banking firm, to
the effect that such exchange is fair to the stockholders of our Company
from a financial point of view.
|
NOTE
18 – FAIR VALUE MEASUREMENT
The
Company adopted the provisions of ASC 825-10 on January 1, 2008. ASC 825-10
defines fair value as the price that would be received from selling an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date. When determining the fair value
measurements for assets and liabilities required or permitted to be recorded at
fair value, the Company considers the principal or most advantageous market in
which it would transact and considers assumptions that market participants would
use when pricing the asset or liability, such as inherent risk, transfer
restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value
hierarchy that requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. ASC 825-10
establishes three levels of inputs that may be used to measure fair
value:
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
18 – FAIR VALUE MEASUREMENT (continued)
Level 1 -
Quoted prices in active markets for identical assets or
liabilities.
Level 2 -
Observable inputs other than Level 1 prices such as quoted prices for similar
assets or liabilities; quoted prices in markets with insufficient volume or
infrequent transactions (less active markets); or model-derived valuations in
which all significant inputs are observable or can be derived principally from
or corroborated by observable market data for substantially the full term of the
assets or liabilities.
Level 3 -
Unobservable inputs to the valuation methodology that are significant to the
measurement of fair value of assets or liabilities.
To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. In certain cases, the inputs used to measure fair value may fall into
different levels of the fair value hierarchy. In such cases, for disclosure
purposes, the level in the fair value hierarchy within which the fair value
measurement is disclosed and is determined based on the lowest level input that
is significant to the fair value measurement.
Upon
adoption of ASC 825-10, there was no cumulative effect adjustment to the
beginning retained earnings and no impact on the consolidated financial
statements.
The
carrying value of the Company’s cash and cash equivalents, accounts receivable,
accounts payable, short-term borrowings (including convertible notes payable),
and other current assets and liabilities approximate fair value because of their
short-term maturity. All other significant financial assets,
financial liabilities and equity instruments of the Company are either
recognized or disclosed in the consolidated financial statements together with
other information relevant for making a reasonable assessment of future cash
flows, interest rate risk and credit risk. Where practicable the fair values of
financial assets and financial liabilities have been determined and disclosed;
otherwise only available information pertinent to fair value has been
disclosed.
The
following table sets forth the Company’s short and long-term investments as of
September 30, 2009 which are measured at fair value on a recurring basis by
level within the fair value hierarchy. As required by ASC 825-10,
these are classified based on the lowest level of input that is significant to
the fair value measurement:
|
|
Quoted
Prices in
Active
Markets for
Identical
Instruments
Level 1
|
|
|
Significant
Other
Observable
Inputs
Level 2
|
|
|
Significant
Unobservable
Inputs
Level 3
|
|
|
Assets at
fair Value
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
1,557,334
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,557,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
None
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
At
September 30, 2009, the carrying amounts of the notes payable and convertible
notes payable approximate fair value because the entire note had been classified
to current maturity.
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
19 – SEGMENT INFORMATION
The
Company's operations fall into one single product segment, photovoltaic thin
film modules: producing and/or installing and commissioning factory equipment
that produces photovoltaic thin film modules. The Company manages its
operations, and accordingly determines its operating segments, on a geographic
basis. Consequently, the Company has one operating geographic location, Hungary.
The performance of geographic operating segments is monitored based on net
income or loss (after income taxes, interest, and foreign exchange
gains/losses). The accounting policies of the segments are the same as those
described in the summary of accounting policies in Note 1. There are no
intersegment sales revenues. The following tables summarize financial
information by geographic segment for the three month periods ended September
30, 2009 and 2008:
Geographic
information for the three month period ended September 30, 2009:
|
|
Hungary
|
|
|
(Corporate)
|
|
|
Total
|
|
Total
Revenues
|
|
$
|
2,181,956
|
|
|
$
|
-
|
|
|
$
|
2,181,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
68,130
|
|
|
|
-
|
|
|
|
68,130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
18,952
|
|
|
|
-
|
|
|
|
18,952
|
|
Interest
expense
|
|
|
(2,303
|
)
|
|
|
(132,906
|
)
|
|
|
(135,209
|
)
|
Net
interest expense
|
|
|
16,649
|
|
|
|
(132,906
|
)
|
|
|
(116,257
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
acquisition cost
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Research
and development
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net
(loss) attributable to Solar Thin Films, Inc.
|
|
|
(353,336
|
)
|
|
|
(480,620
|
)
|
|
|
(833,956
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
assets, net
|
|
|
315,233
|
|
|
|
-
|
|
|
|
315,233
|
|
Fixed
asset additions
|
|
$
|
3,039
|
|
|
$
|
-
|
|
|
$
|
3,039
|
|
Geographic
information for three month period ended September 30, 2008:
|
|
Hungary
|
|
|
(Corporate)
|
|
|
Total
|
|
Total
Revenues
|
|
$
|
1,855,371
|
|
|
$
|
-
|
|
|
$
|
1,855,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
60,751
|
|
|
|
-
|
|
|
|
60,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
56
|
|
|
|
2,316
|
|
|
|
2,372
|
|
Interest
expense
|
|
|
(840
|
)
|
|
|
(292,942
|
)
|
|
|
(293,782
|
)
|
Net
interest expense
|
|
|
(784
|
)
|
|
|
(290,626
|
)
|
|
|
(291,410
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
acquisition cost
|
|
|
-
|
|
|
|
(15,761
|
)
|
|
|
(15,761
|
)
|
Research
and development
|
|
|
-
|
|
|
|
60,000
|
|
|
|
60,000
|
|
Net
income (loss) attributable to Solar Thin Films, Inc.
|
|
|
120,263
|
|
|
|
(979,349
|
)
|
|
|
(859,086
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
assets, net
|
|
|
501,173
|
|
|
|
-
|
|
|
|
501,173
|
|
Fixed
asset additions
|
|
|
57,716
|
|
|
|
-
|
|
|
|
57,716
|
|
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
19 – SEGMENT INFORMATION (continued)
Geographic
information of revenues by customers’ locations/countries for three months ended
September 30, 2009 and 2008:
Customer
Countries:
|
|
September
30,
2009
|
|
|
September
30, 2008
|
|
Spain
|
|
$
|
2,181,956
|
|
|
$
|
-
|
|
U.S.
|
|
|
-
|
|
|
|
1,855,371
|
|
Total
|
|
$
|
2,181,956
|
|
|
$
|
1,855,371
|
|
Geographic
information for the nine month period ended September 30, 2009:
|
|
Hungary
|
|
|
(Corporate)
|
|
|
Total
|
|
Total
Revenues
|
|
$
|
8,402,980
|
|
|
$
|
-
|
|
|
$
|
8,402,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
100,902
|
|
|
|
-
|
|
|
|
100,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
21,557
|
|
|
|
-
|
|
|
|
21,557
|
|
Interest
expense
|
|
|
(2,610
|
)
|
|
|
(854,444
|
)
|
|
|
(857,054
|
)
|
Net
interest expense
|
|
|
18,947
|
|
|
|
(854,444
|
)
|
|
|
(835,497
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
acquisition cost
|
|
|
-
|
|
|
|
(26,500
|
)
|
|
|
(26,500
|
)
|
Research
and development
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net
loss attributable to Solar Thin Films, Inc.
|
|
|
(68,632
|
)
|
|
|
(2,261,175
|
)
|
|
|
(2,329,807
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
assets, net
|
|
|
315,233
|
|
|
|
-
|
|
|
|
315,233
|
|
Fixed
asset additions
|
|
$
|
44,054
|
|
|
$
|
-
|
|
|
$
|
44,054
|
|
Geographic
information for nine month period ended September 30, 2008:
|
|
Hungary
|
|
|
(Corporate)
|
|
|
Total
|
|
Total
Revenues
|
|
$
|
2,871,458
|
|
|
$
|
-
|
|
|
$
|
2,871,458
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
151,573
|
|
|
|
-
|
|
|
|
151,573
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
2,028
|
|
|
|
15,025
|
|
|
|
17,053
|
|
Interest
expense
|
|
|
(3,032
|
)
|
|
|
(985,597
|
)
|
|
|
(988,629
|
)
|
Net
interest expense
|
|
|
(1,004
|
)
|
|
|
(970,572
|
)
|
|
|
(971,576
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
acquisition cost
|
|
|
-
|
|
|
|
(58,647
|
)
|
|
|
(58,647
|
)
|
Research
and development
|
|
|
-
|
|
|
|
(120,000
|
)
|
|
|
(120,000
|
)
|
Net
loss attributable to Solar Thin Films, Inc.
|
|
|
(743,374
|
)
|
|
|
(3,161,231
|
)
|
|
|
(3,904,605
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
assets, net
|
|
|
501,173
|
|
|
|
-
|
|
|
|
501,173
|
|
Fixed
asset additions
|
|
|
57,716
|
|
|
|
-
|
|
|
|
57,716
|
|
SOLAR
THIN FILMS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
19 – SEGMENT INFORMATION (continued)
Geographic
information of revenues by customers’ locations/countries for nine months ended
September 30, 2009 and 2008:
Customer
Countries:
|
|
September
30,
2009
|
|
|
September
30, 2008
|
|
Spain
|
|
$
|
8,402,980
|
|
|
$
|
-
|
|
U.S.
|
|
|
-
|
|
|
|
2,871,458
|
|
Total
|
|
$
|
8,402,980
|
|
|
$
|
2,871,458
|
|
NOTE
20 – SUBSEQUENT EVENTS
On
October 25, 2009, the Company issued a promissory note for $400,000 representing
the remaining unpaid balance of an outstanding note payable originally due March
2009. The promissory note is due on January 4, 2011 with interest of 8% per
annum, due at maturity. In settlement and extension of the note, the
Company issued 50,000 shares of its common stock to the note
holder.
On
October 14, 2009, one of the Company’s June 2006 convertible note holders
settled for a payment of $315,830 from the Company, representing $250,000 in
note principal settlement with the remainder as redemption penalty and related
interest.
On
October 26, 2009, one of the Company’s June 2006 convertible note holders
settled for a payment of $62,500 from the Company, representing $50,000 in note
principal settlement with the remainder as redemption penalty and related
interest.
On
October 29, 2009, one of the Company’s June 2006 convertible note holders
settled for a payment of $115,000 from the Company, representing $115,000 in
note principal settlement.
Subsequent events have been evaluated through November
13, 2009, the date that the financial statements were
issued.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
WE URGE YOU TO READ THE FOLLOWING
DISCUSSION IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE
NOTES THERETO BEGINNING ON PAGE F-1. THIS
DISCUSSION MAY CONTAIN
FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND
UNCERTAINTIES. OUR ACTUAL RESULTS,
PERFORMANCE OR ACHIEVEMENTS COULD DIFFER
MATERIALLY FROM THOSE EXPRESSED OR
IMPLIED BY THE FORWARD-LOOKING STATEMENTS AS A
RESULT OF A NUMBER OF FACTORS,
INCLUDING BUT NOT LIMITED TO, THE RISKS AND
UNCERTAINTIES DISCUSSED UNDER THE
HEADING “RISK FACTORS” SET FORTH IN OUR ANNUAL REPORT ON FORM 10-K/A FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2008 FILED WITH THE SEC ON APRIL 23, 2009. IN
ADDITION, SEE “CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
STATEMENTS
”
SET FORTH
IN THIS REPORT.
Overview
Solar
Thin Films, Inc. (the “Company”) is a business focused on the solar energy
industry. We engage in the design,
manufacture, and marketing of “turnkey” systems and equipment for the
manufacture of low cost thin film solar modules and building integrated
photovoltaic tags on a world-wide basis. The Company operates through its
wholly owned subsidiary, Kraft Elektronikai Zrt (“Kraft”). The Company
expects the primary use of such photovoltaic thin film modules will be the
construction of solar power plants by corporations and governments.
On April
3, 2009, the Company and Kraft entered into a restated share exchange agreement
with Buda Solar Technologies Co. Ltd. (“Buda Solar”) and its
shareholders. Under the terms of such agreement, subject to the
satisfaction of certain closing conditions, including, without limitation, the
Company’s repayment of the outstanding June 2006 convertible notes in order to
secure the release of the shares of Kraft pledged as security to the June 2006
note holders, Kraft will acquire 100% of the share capital of Buda Solar and
will issue to the stockholders of Buda Solar 49% of the share capital of
Kraft. As a result, the Company will own 51% of Kraft and our 51%
owned Kraft subsidiary will, in turn, own 100% of the share capital of Buda
Solar. Buda Solar is engaged in the providing technical and
installation services for the production and installation of thin film a-Si
solar module manufacturing equipment. Consummation of the Buda Solar
transaction has been amended on April 30, 2009 and rescheduled to occur by the
end of the first quarter of 2010.
Effective
as of October 30, 2008, the Company entered into a stock exchange agreement with
Algatec Solar AG and its shareholders. Algatec produces, sells and
distributes metallurgical and other types of crystalline silicon solar panels or
modules. For a description of the terms of this agreement, see “
Description of our Business –Algatec
- Potential
manufacture
of crystalline silicon solar modules”
in our Form 10-K/A.
The
Company, in the future, may further vertically integrate itself within this
industry through activities in, but not limited to, investing in and/or
operating the module manufacturing plants, selling thin film photovoltaic
modules, and installing and/or managing solar power plants. The Company also
intends, directly and through joint ventures or strategic alliances with other
companies or governmental agencies, to sell equipment for and participate
financially in solar power facilities using thin film a-Si solar modules or
metallurgical and other crystalline solar modules as the power source to provide
electricity to municipalities, businesses and consumers.
Consummation
of both the Buda Solar and Algatec acquisitions, as well as all other expansion
plans of the Company, are subject to its ability to solve its significant
working capital shortages; make payment or other arrangements for the resolution
of approximately $2.0 million of indebtedness currently in default as of the
filing date of this report ($1.25 million of which became in default in March
2009 and approximately $633,000 of indebtedness which became in default in June
2009 (plus redemption penalties and accrued interest)) and other accrued
accounts payable, all of which are overdue. In the event that the
Company is unable to resolve these matters within the next 90 days, it may be
unable to continue in business and/or may be required to seek protection from
its creditors under the Federal Bankruptcy Act.
Kraft and
Buda Solar are each Hungarian corporations and their headquarters are located in
Budapest, Hungary. Algatec is a German corporation and its
headquarters are located in Proesen, Germany. Solar Thin Films is a
Delaware corporation and its headquarters are located at 116 John Street, Suite
1120, New York, New York 10038. Solar Thin Films website is located
at
www.solarthinfilms.com
.
Company
History
Solar
Thin Films History
The
Company was initially organized as a New York corporation on June 22, 1988 under
the name Alrom Corp. ("Alrom"), and completed an initial public offering of
securities in August 1990. Alrom effected a statutory merger in December 1991,
pursuant to which Alrom was reincorporated in the State of Delaware under the
name American United Global, Inc. Prior to the acquisition of Kraft, the Company
intended to focus its business strategy on acquisitions of operating businesses
in various sectors. On June 14, 2006, in connection with its business strategy,
the Company closed on the acquisition of 95.5% of the outstanding securities of
Kraft. In addition, the Company acquired the remaining 4.5% minority interest in
August 2007 and, as a result, now conducts its operations via Kraft, its
wholly-owned subsidiary.
Kraft
History
Kraft was
founded in 1993, shortly after the breakup of the communist economy in Hungary.
Its founding members were associated with the Hungarian Central Research
Institute for Physics. In 1996, Kraft was contracted to develop thin-film
photovoltaic deposition equipment for production of amorphous silicon based
thin-film modules, as well as complete turnkey facilities. Photovoltaics (PV) is
the physical phenomenon, which allows certain semiconductor materials to
directly convert sunlight into electricity.
In the
subsequent years, Kraft has manufactured equipment for production facilities in
New Jersey, Germany, Hungary, China, Taiwan, Greece and Portugal. In producing
equipment for these facilities, Kraft developed substantial equipment
manufacturing expertise. More recently as a supplier to RESI for the CG Solar
project in Weihai, China, Kraft developed additional process expertise required
to allow it to become a leading manufacturer of “turnkey” plants, including the
delivery of both equipment and services that produce photovoltaics modules
utilizing thin-film technology. Kraft is now using this expertise to deliver its
first "turnkey" plant in Spain commenced in December 2008 and continuing through
2009.
Stock
Exchange Agreement with BudaSolar Technologies Co. Ltd.
On April
3, 2009, the Company and Kraft entered into a restated share exchange agreement
with BudaSolar Technologies Co. Ltd. (“BudaSolar”) and its
shareholders. Under the terms of such agreement, subject to the
satisfaction of certain closing conditions, including, without limitation, the
Company’s repayment of the outstanding June 2006 convertible notes in order to
secure the release of the shares of Kraft pledged as security to the June 2006
note holders, Kraft will acquire 100% of the share capital of BudaSolar and will
issue to the stockholders of BudaSolar 49% of the share capital of
Kraft. As a result, the Company will own 51% of Kraft and our 51%
owned Kraft subsidiary will, in turn, own 100% of the share capital of
BudaSolar. BudaSolar is engaged in the providing technical and
installation services for the production and installation of thin film a-Si
solar module manufacturing equipment. Consummation of the Buda Solar
transaction has been amended on April 30, 2009 and rescheduled to occur by the
end of the first quarter of 2010.
Under the
terms of a separate agreement with BudaSolar, Kraft has contracted to purchase
from BudaSolar (1) equipment assembly services on some of its equipment based on
a fixed fee per equipment, and (2) installation related technical services based
on hourly rates. In connection with these services, Kraft has paid
$1,370,000 in advances to BudaSolar during the second quarter of 2009. BudaSolar
has provided $1,326,693 worth of services in 2009 to Kraft, which left a balance
of advances wired to BudaSolar of $77,412 as of September 30, 2009.
Advances to BudaSolar have been fully settled in July 2009. During
2008, BudaSolar received $750,000 pursuant to the Stock Exchange Agreement from
the Company, which was fully repaid in the second quarter of 2009.
Agreements
with Algatec Solar AG
On
October 20, 2008, Robert M. Rubin, Chairman, Chief Executive Officer and Chief
Financial Officer of Solar Thin Films, formed Algatec Equity Partners, L.P., a
Delaware limited partnership (the “Partnership”), for the purpose of acquiring
up to 49% of the share capital of Algatec. Effective as October 30,
2008, Algatec and members of Algatec senior management consisting of Messrs.
Rainer Ruschke, Ullrich Jank, Dr. Stefan Malik and Andre Freud (collectively,
the “Management Stockholders”), and Anderkonto R. Richter, Esq., as trustee
for Mr. Ruschke and another Algatec stockholder (the “Trustee”), entered into a
share purchase agreement (the “Algatec Share Purchase
Agreement”). Under the terms of the Algatec Share Purchase Agreement,
on November 3, 2008 (the “First Closing”) the Partnership invested an aggregate
of $3,513,000, of which approximately €2,476,000 was represented by a
contribution to the equity of Algatec to enable it to acquire all of the assets
and equity of Trend Capital, the predecessor to Algatec. The
Partnership also purchased for €1.00 per share a total of 13,750 Algatec shares,
representing 27.5% of the outstanding share capital of Algatec.
The
general partner of the Partnership is Algatec Management LLP, a Delaware limited
liability company owned by The Rubin Family Irrevocable Stock Trust and other
persons. Mr. Rubin and Barry Pomerantz, a business associate of Mr.
Rubin, are the managers of the general partner. Under the terms of
the limited partnership agreement, the general partner agreed to invest a total
of $165,000 in the Partnership in consideration for 5.0% of the assets, profits
and losses of the Partnership. The limited partners, who invested an
aggregate of $3,200,000 at the First Closing and additional persons the
Partnership will seek to admit as limited partners by the Second Closing, will
own 95.0% of the Partnership assets, profits and losses. As part of the First
Closing, The Rubin Family Irrevocable Stock Trust invested an additional
$1,500,000, as a limited partner, on the same terms as other limited partners of
the Partnership.
In addition to its equity investment,
the Partnership has agreed under the terms of a loan agreement entered into at
the same time as the Algatec Share Purchase Agreement, to lend to Algatec on or
about November 30, 2008 (the “Second Closing”), an additional $2,600,000 or
approximately €2,000,000. The proceeds of the loan were to be used to
assist Algatec in paying the balance of the purchase price for all of the assets
and equity of the Trend Capital limited partnership. Upon funding of
the loan, the Partnership would purchase for €9,250 an additional 9,250 shares,
representing 21.5% of the outstanding share capital of Algatec, thereby
increasing its ownership to an aggregate of up to 49% of the outstanding share
capital of Algatec. The loan, together with interest at the rate of
6% per annum, is repayable on the earlier of December 31, 2012 or the completion
of a financing providing Algatec with up to $50.0 million of proceeds for
expansion (the “Algatec Financing”). Upon the Partnership funding the
entire €2,000,000 loan at the Second Closing, the Management Group would own the
remaining 51% of the share capital of Algatec. If the Partnership
funds less than the full €2,000,000 loan, the additional 21.5% equity to be
issued to the Partnership at the Second Closing was to have been appropriately
pro-rated. On December 29, 2008, the Partnership consummated the
Second Closing with Algatec and funded a loan of €2,000,000 ($2.6 million).
Ultimately, the Partnership provided total funding of approximately $5.75
million to Algatec which, after allowing for unfavorable currency conversion
rates, left the Partnership with a total equity ownership in Algatec of
approximately 47% of the total number of outstanding Algatec
shares.
Effective
as of October 30, 2008, the Trustee, the Management Group and the Partnership
(collectively, the “Algatec Stockholders”) and Algatec entered into a stock
exchange agreement. Under the terms of the stock exchange agreement the
Algatec stockholders agreed, subject to certain conditions, to exchange
100% of the share capital of Algatec for shares of our newly authorized Series
B-5 convertible preferred stock. The Series B-5 preferred stock is
convertible at any time into that number of shares of our common stock as shall
represent 60% of our “Fully-Diluted Common Stock” (as defined). The
term “Fully-Diluted Common Stock” means the aggregate number of shares of
Company common stock issued and outstanding as at the date of closing of
the share exchange,
after
giving pro-forma effect to the sale or issuance of any shares of common
stock (a) that were issued at any time following the October 30, 2008 date of
execution of the stock exchange agreement and prior to consummation of the
Algatec acquisition, (b) that are issuable upon conversion of any Company
convertible securities or upon the exercise of any warrants that were issued at
any time between October 31, 2008 and consummation of the Algatec acquisition,
and (c) that are issuable upon full conversion of the Series B-5 preferred
stock. However, the Algatec stockholders shall be subject to
pro-rata dilution resulting from the issuance of (i) approximately 3.92 million
shares of Company common stock issuable upon conversion of convertible notes or
the exercise of options and warrants that were outstanding as at October 30,
2008, (ii) any shares of Company common stock issued in connection with
providing financing for Algatec (as described below), or (iii) any shares of
Company common stock issued or issuable after completion of the Algatec
acquisition. Consummation of the Algatec acquisition is subject to
certain conditions, including Algatec obtaining up to $50.0 million of the
Algatec Financing to enable it to construct the addition to its existing
manufacturing facility and purchase the necessary equipment to expand its
business and meet contractual obligations to Q-Cells and other customers, as
described above.
On April
10, 2009, the parties agreed to extend the anticipated closing date of the
transactions contemplated by the Stock Exchange Agreement to July 15,
2009. Consummation of the transaction was subject to certain
conditions, including our ability to arrange for the $50.0 million Algatec
Financing. Such Algatec Financing condition was not fulfilled and the
agreement expired on July 15, 2009.
The
Company and the Partnership, as the owner of approximately 47% of the
outstanding shares of capital stock of Algatec, are considering a transaction
whereby the Partnership will exchange all of its Algatec shares for shares of
Company common stock. It is anticipated that, upon consummation of such
exchange, the Partnership or its partners will receive shares of Company common
stock representing approximately 28.2% of the Fully-Diluted Common Stock of the
Company. Consummation of the exchange will be subject to a number of
conditions, including:
|
·
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receipt
of audited financial statements of
Algatec;
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·
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final
approval of our board of directors;
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·
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approval
and consent of the holders of a majority of the limited partnership
interests in the Partnership, excluding, for such purpose, the Partnership
interest held by The Rubin Family Irrevocable Stock Trust;
and
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·
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receipt
of a "fairness opinion" from an independent investment banking firm, to
the effect that such exchange is fair to the stockholders of our Company
from a financial point of view.
|
Solar
Thin Power
In 2007,
the Company formed Solar Thin Power, Inc. under the laws of the State of
Delaware. Solar Thin Power was to engage in power
projects. It owned a 15% interest in CG Solar Company Limited, the
Company’s joint venture in China (and agreed to purchase another 5%), and was in
preliminary discussions with other prospective joint venture partners with
respect to marketing and financing of various power projects.
In 2007
and 2008, Solar Thin Power received an aggregate of $3,498,396 of financing from
ten unaffiliated investors who purchased common stock of Solar Thin Power at
$0.50 per share. Approximately $1,500,000 of the proceeds of such
financing used by Solar Thin Power to acquire a 20% minority interest in CG
Solar and the balance of such proceeds were loaned to Solar Thin Films for
working capital. Under the terms of the transaction, if Solar Thin
Power was not a publicly traded corporation by June 2009, the investors in Solar
Thin Power had the right to require Solar Thin Films to repurchase half of their
portion of their minority equity in Solar Thin Power for $1,767,500. This
obligation was eliminated with the merger of Solar Thin Power into Solar Thin
Films effective June 30, 2009.
Prior to
the merger, Solar Thin Films owned 63.64% the outstanding shares of Solar Thin
Power common stock. As part of the merger agreement, certain officers and
directors returned and cancelled certain previously issued shares. Therefore at
the time of the merger, an aggregate of 64,403,333 shares of Solar Thin Power
were issued and outstanding, of which Solar Thin Films owned 43,000,000 shares
or 66.77%. In April 2009, Solar Thin Films agreed to transfer
1,333,333 of its Solar Thin Power shares to Strategic Growth International Inc.
in lieu of cash compensation payable under a one year investor relations
agreement expiring March 31, 2010. In addition, Solar Thin Power
agreed to issue three year warrants to purchase an additional 2,000,000 shares
of Solar Thin Power to Strategic Growth International at an exercise price of
$0.20 per share.
As a
result of the foregoing transactions, prior to the consummation of the merger,
Solar Thin Films owned an aggregate of 43,000,000 shares of Solar Thin Power
common stock, and stockholders of Solar Thin Power, other than Solar Thin Films,
owned an aggregate of 21,403,333 shares of the 64,403,333 outstanding shares of
Solar Thin Power common stock, and Strategic Growth International holds warrants
to purchase an additional 2,000,000 shares of Solar Thin Power. Peter
C. Lewis, Group Vice President and General Manager of the Thin Film Group and
former Chief Executive Officer and President of Solar Thin Films owned 2,000,000
shares of Solar Thin Power and The Rubin Family Stock Trust owned 2,000,000
shares of Solar Thin Power.
The Company consummated an Agreement
and Plan of Merger dated effective June 30, 2009 (the “Agreement”) with Solar
Thin Power and the shareholders owning a majority of the issued and outstanding
shares of Solar Thin Power pursuant to which Solar Thin Power was merged with
and into the Company (the “Merger”). Following the consummation of
the Merger, effective June 30, 2009, Solar Thin Power is operated as a
division of the Company and will seek to facilitate power projects and joint
ventures designed to provide solar electricity using thin film a-Si solar
modules.
Under the
terms of the Merger:
·
|
the
shareholders of Solar Thin Power, other than the Company, received an
aggregate of 6,421,000 shares of the Company’s common stock, or one and
one-half shares of the Company’s common stock for each share of Solar Thin
Power common stock owned by them;
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·
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each
full share of Solar Thin Power common stock that is issuable upon exercise
of any Solar Thin Power warrants as at the effective time of the Merger
will be converted into and exchanged for the right to purchase or receive
one full share of the Company’s common stock upon exercise of such Solar
Thin Power warrants; and
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·
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all
of the 43,000,000 shares of Solar Thin Power common stock owned by the
Company were cancelled.
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Critical
Accounting Policies
The
Company's discussion and analysis of its consolidated financial condition and
results of operations are based upon its consolidated financial statements that
have been prepared in accordance with generally accepted accounting principles
in the United States of America ("US GAAP"). This preparation requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses, and the disclosure of contingent
assets and liabilities. US GAAP provides the framework from which to make these
estimates, assumption and disclosures. The Company chooses accounting policies
within US GAAP that management believes are appropriate to accurately and fairly
report the Company's consolidated operating results and financial position in a
consistent manner. Management regularly assesses these policies in light of
current and forecasted economic conditions. While there are a number of
significant accounting policies affecting our consolidated financial statements,
we believe the following critical accounting policies involve the most complex,
difficult and subjective estimates and judgments:
·
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General,
Selling and Administrative
Expenses;
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Allowance
for doubtful accounts;
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Research
and development;
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Product
warranty reserve;
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·
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Stock
Based Compensation;
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Revenue
Recognition
For
revenue from Equipment sales, which include equipment and sometimes
installation, the Company recognizes revenue in accordance with Accounting
Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”). ASC
605-10 requires that four basic criteria must be met before revenue can be
recognized: (1) Persuasive evidence of an arrangement exists; (2) delivery has
occurred; (3) the selling price is fixed and determinable; and (4)
collectibility is reasonably assured.
Determination
of criteria (3) and (4) are based on management’s judgments regarding the fixed
nature of the selling prices of the products delivered and the collectibility of
those amounts. Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments are provided for in the same
period the related sales are recorded. The Company defers any revenue for which
the product has not been delivered or is subject to refund until such time that
the Company and the customer jointly determine that the product has been
delivered or no refund will be required. Deferred revenues as of September 30,
2009 and December 31, 2008 amounted to $2,403,840 and $33,452, respectively. ASC
605-10 incorporates Accounting Standards Codification subtopic 605-25,
Multiple-Element Arraignments (“ASC 605-25”). ASC 605-25 addresses accounting
for arrangements that may involve the delivery or performance of multiple
products, services and/or rights to use assets.
The
Company recognizes revenue when persuasive evidence of an arrangement exists,
the price to the customer is fixed, collectibility is reasonable assured and
title and risk of ownership is passed to the customer, which is usually upon
shipment. However, certain customers traditionally have requested to take title
and risk of ownership prior to shipment. Revenue for these transactions is
recognized only when:
·
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Title
and risk of ownership have passed to the
customer;
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The
Company has obtained a written fixed purchase
commitment;
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·
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The
customer has requested the transaction be on a bill and hold
basis;
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The
customer has provided a delivery
schedule;
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All
performance obligations related to the sale have been
completed;
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The
product has been processed to the customer’s specifications, accepted by
the customer and made ready for shipment;
and
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The
product is segregated and is not available to fill other
orders.
|
The
remittance terms for these “bill and hold” transactions are consistent with all
other sale by the Company. There were no bill and hold transactions at September
30, 2009 and 2008.
For
Complete Factory sales, which include sale of equipment, installation and
commissioning, the Company recognizes revenues from the product portion (pieces
of equipment) on shipment and services portion (installation and commissioning
process) upon completion of the installation and commissioning
process. The commissioning includes a range of consulting services
necessary to successfully complete a performance test, such as training of
management, engineering and production personnel, debugging and resolving
problems, initial oversight or support for vendor relations and purchasing,
documentation and transfer of process knowledge and potential co-management of
the production line during performance testing or completion of the training
process. The Company has started its shipment of the factory sales,
product portion (pieces of equipment) in December 2008, and the service portion
(installation and commissioning) is expected to be completed during the fiscal
year 2009.
The
Company has accounted for its Equipment Sales and Factory Sales arrangements as
separate units of accounting as a) the shipped equipment (both Equipment Sales
and Factory Sales) has value to the customer on a standalone basis, b) there is
an objective and reliable evidence of the fair value of the service portion of
the revenue (installation and commissioning) as such approximate the fair value
that a third party would charge the Company’s customer for the installation and
commissioning fees if the customer so desire not to use the Company’s services,
or the customer could complete the process using the information in the owner’s
manual, although it would probably take significantly longer than it would take
the Company’s technicians and or a third party to perform the installation and
commissioning process, and c) there is no right of return for the shipped
equipment and all equipments are inspected and approved by the customer before
shipment.
Cost
of Sales
Cost of
sales includes cost of raw materials, labor, production depreciation and
amortization, subcontractor work, inbound freight charges, purchasing and
receiving costs, inspection costs, internal transfer costs and absorbed indirect
manufacturing cost, as well as installation related travel costs and warranty
costs.
General,
Selling and Administrative Expenses
General,
selling and administrative expenses primarily include indirect labor costs,
rental fees, accounting, legal and consulting fees.
Allowance
For Doubtful Accounts
We are
required to estimate the collectibility of our trade receivables. A considerable
amount of judgment is required in assessing the realization of these receivables
including the current creditworthiness of each customer and related aging of the
past due balances. In order to assess the collectibility of these receivables,
we perform ongoing credit evaluations of our customers' financial condition.
Through these evaluations we may become aware of a situation where a customer
may not be able to meet its financial obligations due to deterioration of its
financial viability, credit ratings or bankruptcy. The reserve requirements are
based on the best facts available to us and are reevaluated and adjusted as
additional information is received. Our reserves are also based on amounts
determined by using percentages applied to certain aged receivable categories.
These percentages are determined by a variety of factors including, but are not
limited to, current economic trends, historical payment and bad debt write-off
experience. We are not able to predict changes in the financial condition of our
customers and if circumstances related to our customers deteriorate, our
estimates of the recoverability of our receivables could be materially affected
and we may be required to record additional allowances. Alternatively, if we
provided more allowances than are ultimately required, we may reverse a portion
of such provisions in future periods based on our actual collection
experience.
Research
and development
Solar
Thin Films accounts for research and development costs in accordance with the
Accounting Standards Codification subtopic 730-10, Research and Development
(“ASC 730-10”). ASC 730-10, all research and development cost must be charged to
expense as incurred. Accordingly, internal research and development cost are
expensed as incurred. Third-party research and developments costs are expensed
when the contracted work has been performed or as milestone results have been
achieved. Company-sponsored research and development costs related to both
present and future products are expensed in the period incurred.
Derivative
Liability
Effective
January 1, 2009, Solar Thin Films adopted certain required provisions of
Accounting Standards Codification subtopic 815-40, Derivatives and Hedging:
Contracts in Entity’s Own Equity (“ASC 815-40”). ASC 815-40 provides that an
entity should use a two-step approach to evaluate whether an equity-linked
financial instrument (or embedded feature) is indexed to its own stock,
including evaluating the instrument’s contingent exercise and settlement
provisions. It also clarifies the impact of foreign currency denominated strike
prices and market-based employee stock option valuation instruments on the
evaluation. ASC 815-40 is effective for fiscal years beginning after
December 15, 2008. We adopted ASC 815-40 effective January 1, 2009 and
the adoption resulted in our warrants with anti-dilutive provisions being
classified as derivatives in accordance with Accounting Standards Codification
subtopic 815-10, Derivatives and Hedging.
Product
Warranty Reserves
The
Company provides for estimated costs to fulfill customer warranty obligations
upon recognition of the related revenue in accordance with the Accounting
Standards Codification subtopic Guarantees 460-10 (“ASC 460-10”) as a charge in
the current period cost of goods sold. The range for the warranty coverage for
the Company’s products is up to 18 to 24 months. The Company estimates the
anticipated future costs of repairs under such warranties based on historical
experience and any known specific product information. These estimates are
reevaluated periodically by management and based on current information, are
adjusted accordingly. The Company’s determination of the warranty obligation is
based on estimates and as such, actual product failure rates may differ
significantly from previous expectations.
The
Company accrued a provision for product warranty costs of approximately $180,000
during 2007; of which approximately $85,000 was utilized during the year ended
December 31, 2007. During 2008 an additional $73,000 in warranty costs were
accrued and a total of $108,070 was utilized, leaving a balance of approximately
$59,930 remaining as of December 31, 2008. During the first nine months of 2009
the Company accrued an additional $131,070 in warranty costs as a result of
shipments to Grupo Unisolar, and did not incur any product warranty costs,
leaving a balance of $191,028 in product warranty provision as of September 30,
2009.
Stock Based
Compensation
Effective for the year beginning
January 1, 2006, the Company has adopted Accounting Standards Codification
subtopic 718-10, Compensation (“ASC 718-10”). The Company made no
employee stock-based compensation grants before December 31, 2005 and therefore
had no unrecognized stock compensation related liabilities or expense unvested
or vested prior to 2006. Stock-based compensation expense recognized under ASC
718-10 for the three month and nine month periods ended September 30, 2009 was
$262,557 and $905,662, respectively and $223,351 and $605,256 for the three and
nine month period ended September 30, 2008, respectively.
Use
of Estimates
The
preparation of these financial statements requires the Company to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues,
expenses, and the disclosure of contingent assets and liabilities, if any, at
the date of the financial statements. The Company analyzes its estimates,
including those related to future contingencies and litigation. The Company
bases its estimates on assumptions that are believed to be reasonable under the
circumstances. Actual results may differ from these estimates under different
assumptions or conditions.
Acquisition
- Kraft
Commencing
in March 2006 through June 2006, the Company entered into Securities Purchase
Agreements with shareholders of Kraft that together owned 95.5% of the equity
interest in Kraft to acquire their interests. On June 14, 2006, the Company
closed on the acquisition of 95.5% of the outstanding securities of Kraft and,
as a result, Kraft became a majority-owned subsidiary of the Company. In
consideration for the shares of Kraft, the Company issued the sellers an
aggregate of 95,500 shares of Series B-4 Preferred Stock of the Company (the
“Preferred Shares”). Each Preferred Share is automatically converted into 70
shares of common stock or an aggregate of 6,685,000 shares of common stock upon
us increasing our authorized shares of common stock and, prior to such
conversion, the Preferred Shares had the same voting rights of the shares of
common stock and voted together with the shares of common stock on all
matters.
As a
result of the Securities Purchase Agreement, there was a change in control of
STF, the public entity. In accordance with Accounting Standards Codification
805-10, Business Combinations (“ASC 805-10”), Kraft was the acquiring entity.
While the transaction is accounted for using the purchase method of accounting,
in substance the agreement is a recapitalization of Kraft's capital structure.
For accounting purposes, the Company accounted for the transaction as a reverse
acquisition and Kraft is the surviving entity. The total purchase price and
carrying value of net assets acquired was $6,681,891. Additionally, on August 3,
2007, the Company acquired the remaining 4.5% minority interest of Kraft in
exchange for 315,000 shares of common stock value at $1,181,250, and as a
result, Kraft is now a wholly-owned subsidiary of the Company. The Company did
not recognize goodwill or any intangible assets in connection with the
transaction. Prior to the agreement, the Company was an inactive corporation
with no significant assets and liabilities.
Commitments
and Contingencies
The
Company’s subsidiaries have entered into non-cancelable operational agreements
for office premises.
In
connection with the acquisition of Kraft, the Company entered into consulting
agreements with Robert Rubin and Zoltan Kiss pursuant to which each consultant
would receive an annual salary of $160,000 per annum, reimbursement for up to
$5,000 in expenses associated with company activities and major medical benefits
in consideration for services performed on behalf of the company. Each of these
agreements was for a term of three years and has been supplanted by subsequent
events. Mr. Rubin’s salary was increased to $225,000 per annum when he assumed
the duties of Chief Financial Officer. In December 2007, Mr. Kiss resigned as
director of the Company and subsequently agreed to waive his rights to such
payments pursuant to a pending settlement agreement with the Company as
described elsewhere in this report.
On June
20, 2007, Peter Lewis and the Company entered into an Employment Agreement
pursuant to which Mr. Lewis has agreed to serve as the Chief Executive Officer
of the Company. The Employment Agreement contains the following
terms:
·
|
base
salary of $225,000 per year;
|
·
|
the
issuance of 37,523 shares of common stock per
year;
|
·
|
a
bonus paid pursuant to the Executive Officer Incentive Plan as determined
by the Board of Directors;
|
·
|
a
ten year option to purchase 600,000 shares of common stock at an exercise
price of $2.665 per share on a cashless basis vesting on a pro-rata basis
over a period of two years;
|
·
|
participation
in all employee benefit plans and programs;
and
|
·
|
reimbursement
of reasonable expenses.
|
On April
7, 2009, the Company entered into an amendment to the employment agreement of
Peter Lewis under which Mr. Lewis agreed to resign as the President, Chief
Executive Officer and as a member of the board of directors of the Company,
effective as of March 31, 2009. There was no disagreement or dispute between Mr.
Lewis and the Company which led to his resignation. Effective as of
April 1, 2009, Mr. Lewis was appointed as Group Vice President and General
Manager of the Thin Film Group of the Company through June 1,
2010. The Thin Film Group shall consist of the manufacture and sale
of PV Equipment. In this capacity, Mr. Lewis will be primarily
responsible for generating orders and sales of PV Equipment and he will provide
general oversight of the manufacturing operations of the Kraft and BudaSolar
subsidiaries of the Company, and together with Messrs. Krafcsik and Horvath,
will be responsible for generating profits for the Thin Film Equipment
Group.
For the
period commencing April 1, 2009 and ending September 30, 2009, Mr. Lewis’ base
salary was fixed at the rate of $225,000, payable in monthly installments of
$18,750 each. For the period commencing October 1, 2009, Mr. Lewis’
salary shall be reduced to the rate of $180,000 per annum, payable in monthly
installments of $15,000 each. On the earlier of June 30, 2009 or
completion of an equity financing for the Company in excess of $3.0 million, the
Company was obligated pay to Mr. Lewis in one payment all accrued and unpaid
salary that is owed under the original employment agreement for all periods
through and including the date of payment of such accrued and unpaid
salary. In addition, Mr. Lewis shall be entitled to receive a sales
commission on all PV Equipment that is sold or on which firm orders are received
by the Company during the term of employment in an amount equal to: (i) a
percentage to be determined by mutual agreement on or before April 30, 2009, of
the “net sales price” (defined as gross selling price, less returns, discounts
and allowances) of such PV Equipment, as and when paid in cash by the customer
to the Company
less
(ii) the amount of all other finders fees, commissions and other payments made
or payable by the Company to any other person, firm or corporation who
participates in or assists Mr. Lewis in the sale of such PV Equipment; or such
other bonus arrangement as may be made with Kraft management.
All
2,000,000 shares of common stock of ST Power owned by Mr. Lewis immediately and
irrevocably vested. Moreover, with respect to the stock options
entitling Mr. Lewis to purchase up to 720,000 shares of Company common stock
(the “Option Shares”), the parties agreed as follows (i) options for
600,000 Options Shares shall be deemed to have fully vested as of March 31, 2009
and the remaining 120,000 Option Shares that have not vested will be forfeited
as of March 31, 2009; (ii) the exercise price of all stock options were reduced
from $2.665 per share to $0.90 per share, representing 100% of the closing price
of Company common stock as at March 27, 2009, the effective date of the
amendment to the employment agreement; (iii) all stock options for vested Option
Shares may be exercised on a “cashless exercise” basis; and (iv) Mr. Lewis
agreed to waive any rights to receive the 37,523 shares of Company common stock
previously granted to him annually under the original employment
agreement.
In
November 2005, the Company entered into a three year fixed term lease agreement
for our corporate offices and facilities in Budapest, Hungary at a rate ranging
from $4,543 to $15,433 per month as the lease has provisions for additional
space for the period calendar year of 2006 and beyond. The lease agreement
provides for moderate increases in rent after the first year in accordance with
the inflationary index published by the Central Statistical Office. In November
2007, the Company signed the modification of lease agreement resulted a charge
of $20,800 per months from January 1, 2008 for three years period of time
through December 31, 2010. The minimum future cash flow for the leases at
September 30, 2009 is as follows:
|
|
Amount:
|
|
|
|
|
|
Three
months ending December 31, 2009
|
|
$
|
62,400
|
|
Year
ending December 31, 2010
|
|
$
|
249,600
|
|
Total
|
|
$
|
312,000
|
|
In 1996, the Company issued an
unsecured 8%, $1.5 million note to an unrelated party that was due and
payable April 30, 1999. The note was governed by the laws of the State of
New York. The New York statute of limitations for seeking to collect on a
note is six years from the maturity date. The creditor has never sought to
collect the note since its maturity date and in or about 2001 orally advised a
representative of the Company that it had "written off the debt." Although
the Company has previously and currently listed the note as a liability on its
balance sheet, it does not believe that it has any further liability under this
note. Subject to receipt of an appropriate opinion of counsel, the Company
intends to delete this item as a liability on its financial statements as at
December 31, 2009 and for the fiscal year then ending.
Results
of Operations
Three
months ended September 30, 2009 as compared to the three months ended September
30, 2008
Revenues
The
following table summarizes our revenues for the three months ended September 30,
2009 and 2008:
Three months ended September 30
,
|
|
2009
|
|
|
2008
|
|
Total
Revenues
|
|
$
|
2,181,956
|
|
|
$
|
1,855,371
|
|
For the three months ended September
30, 2009, revenues increased by 17.6% or $326,585 as compared to the same period
in 2008. The 17.6% increased revenue for the three months ended
September 30, 2009 as compared to three months ended September 30, 2008 is
primarily due to continued deliveries on a large Factory Sale contract to Grupo
Unisolar, S.A. of Spain. Since the Company did not deliver any Equipment Sales
in the third quarter ended September 30, 2009, revenues transitioned during the
quarter from 100% Equipment Sales in 2008 to 100% product portion
of Factory Sales in 2009.
During
2007 and 2008, the Company began to shift its marketing focus from Equipment
Sales to Factory Sales (delivered on a “turnkey” basis, which by definition
include a full set of equipment plus installation and training services or
commissioning process). The Company signed its first deal in June of 2008 (and
received the balance of its deposit in September 2008), for which it completed
its first minor equipment portion of the Factory Sales delivery in December of
2008 valued at $147,262. The Company began shipping the balance of the equipment
in March of 2009 and expects to deliver substantially all of the equipment for
this 7.9 million euro order during fiscal year 2009. During 2009, the Company
also expects that a majority of its revenue will come from Factory Sales rather
than Equipment Sales, and does not expect to derive any substantial revenue from
related parties. Commencing in 2008, the Company has decided to further break
out its revenue into Equipment Sales and Factory Sales and to continue to do so
in the future in both annual and quarterly filings.
While the Company is pursuing
additional business opportunities - both Factory Sales and Equipment Sales,
given the limited amount of historical business volume we cannot provide
assurance regarding future sales. As the Company shifts primarily from Equipment
Sales secured by purchase orders to Factory Sales secured by contracts,
management expects that it may become easier to forecast future volume based
upon long-term contracts and then established trends. In either case, the
Company produces individual pieces of equipment (standard not generally custom)
based on individual customer orders. Comparison of different
financial reporting periods will show significant fluctuations, primarily due to
the value of outstanding and completed contracts or orders during the period.
Therefore, historical figures (whether on a comparative period over period
percentage analysis in a linear fashion or otherwise) may not have much meaning
with respect to future changes in revenue and should not be used to make
predictions about future revenue performance. For example, revenue could
increase 400% period over period if the Company booked and invoiced one or more
complete factory orders or it could decrease 100% or more if the Company failed
to successfully deliver on a Factory Sale order or only managed to book and
invoice orders for production of selected equipment, i.e. an Equipment
Sale. Therefore, management is not in the position to predict future
revenue flow or make conclusions based on actual historical
figures. For example, recent increases and decreases in revenue are
not dramatic as compared to our existing 7.9 million euro contract with Grupo
Unisolar, which is expected to be completed during 2009 and which commenced
shipping in December 2008. However, we can not provide absolute assurance that
signed contracts, Grupo Unisolar or other, will be completed as expected or
predicted. One complete factory may exceed $12 million in value but with
unexpected financial or technical problems, production may slow down the
completion of the contract. In conclusion, revenue prediction by
management is difficult as of the date of this
report.
Cost
of sales
The
following table summarizes our cost of sales for the three months ended
September 30, 2009 and 2008:
Three months ended September
30
,
|
|
2009
|
|
|
2008
|
|
Total
cost of sales
|
|
$
|
1,516,105
|
|
|
$
|
1,354,511
|
|
For the
three months ended September 30, 2009, our cost of sales was $1,516,105, or
69.5% of revenue as compared to $1,354,511, or 73.0% of our revenue for the
three months ended September 30, 2008. The increase in cost of sales of $161,594
from the third quarter ended September 30, 2008 to the same period in 2009 was
primarily a result of an increase in sales of 17.6%. The margin improvement was
a function of i) improved margins due to the transition from Equipment Sales to
Factory Sales and ii) 20.9% swings in the US dollar as compared to the
Hungarian Forint. The average exchange rate for the three months ended
September 30, 2009 increased to 190.25 in HuF from 157.38 in HuF for each US
Dollar for the three months ended September 30, 2008.
Our cost
of revenue predominantly consists of the cost of labor, raw materials,
depreciation and absorbed indirect manufacturing cost.
Selling,
General and Administration Expenses
The
following table summarizes our selling, general and administration expense for
the three months ended September 30, 2009 and 2008:
Three months ended September
30
,
|
|
2009
|
|
|
2008
|
|
Total
selling, general and administration expense
|
|
$
|
1,169,227
|
|
|
$
|
1,121,147
|
|
For the
three months ended September 30, 2009, selling, general and administrative
expenses were $1,169,277 as compared to $1,121,147 for the three months ended
September 30, 2008. The increase in selling, general and administrative expenses
is attributable to additional staff, consultants, legal and audit related
incurred in 2009 as compared with in 2008.
Research
and development
The
following table summarizes our research and development expenses for the three
months ended September 30, 2009 and 2008:
Three months ended September
30
,
|
|
2009
|
|
|
2008
|
|
Research
and development expenses
|
|
$
|
-0-
|
|
|
$
|
(60,000
|
)
|
Our
research and development for the three months ended September 30, 2009 were $-0-
compared to $(60,000) for the three months ended September 30, 2008. In late
2005, the Company suspended its internal research and development activity and
in December 2006 signed a contract for certain research and development
activities with Renewable Energy Solutions, Inc. (RESI). This contract - at a
rate of $30,000 per month - remained in force through the first part of 2008.
Subsequently, the Company suspended the research and development contract with
RESI in anticipation of its planned acquisition of Buda Solar, a company with
its own internal research and development activity.
As a result of the
cancellation in 2008, we reduced our prior obligation previously
accrued.
Depreciation
and amortization
The
following table summarizes our depreciation and amortization for the three
months ended September 30, 2009 and 2008:
Three months ended September
30
,
|
|
2009
|
|
|
2008
|
|
Depreciation
and amortization
|
|
$
|
18,435
|
|
|
$
|
41,999
|
|
Depreciation
and amortization has decreased by $23,564 in the three months ended September
30, 2009 compared to the same period in 2008. The decrease is mainly due to the
aging of equipment purchased in previous years, and the company’s ability to
increase production incrementally with minimal capital investment.
Interest
expense, net
The
following table summarizes our interest expense, net for the three months ended
September 30, 2009 and 2008:
Three months ended September
30
,
|
|
2009
|
|
|
2008
|
|
Interest
expense, net
|
|
$
|
116,257
|
|
|
$
|
291,410
|
|
Interest
expense, net has decreased by $175,153 in the three months ended September 30,
2009 compared to the same period in 2008. The decrease is mainly due to the
reduction of the amortized debt discount of our debt from the 2008
year.
Nine
months ended September 30, 2009 as compared to the nine months ended September
30, 2008
Revenues
The
following table summarizes our revenues for the nine months ended September 30,
2009 and 2008:
Nine months ended September 30
,
|
|
2009
|
|
|
2008
|
|
Total
Revenues
|
|
$
|
8,402,980
|
|
|
$
|
2,871,458
|
|
For the nine months ended September 30,
2009, revenues increased by 192.6% or $5,531,522 as compared to the same period
in 2008. The 192.6% increased revenue for the nine months ended
September 30, 2009 as compared to nine months ended September 30, 2008 is
primarily due to continued deliveries on a large Factory Sale contract to Grupo
Unisolar, S.A. of Spain. Since the Company did not deliver any Equipment Sales
in the nine months ended September 30, 2009, revenues transitioned during the
nine months from 100% Equipment Sales in 2008 to 100% product portion
of Factory Sales in 2009.
During
2007 and 2008, the Company began to shift its marketing focus from Equipment
Sales to Factory Sales (delivered on a “turnkey” basis, which by definition
include a full set of equipment plus installation and training services or
commissioning process). The Company signed its first deal in June of 2008 (and
received the balance of its deposit in September 2008), for which it completed
its first minor equipment portion of the Factory Sales delivery in December of
2008 valued at $147,262. The Company began shipping the balance of the equipment
in March of 2009 and expects to deliver substantially all of the equipment for
this 7.9 million euro order during fiscal year 2009. During 2009, the Company
also expects that a majority of its revenue will come from Factory Sales rather
than Equipment Sales, and does not expect to derive any substantial revenue from
related parties. Commencing in 2008, the Company has decided to further break
out its revenue into Equipment Sales and Factory Sales and to continue to do so
in the future in both annual and quarterly filings.
While the
Company is pursuing additional business opportunities - both Factory Sales and
Equipment Sales, given the limited amount of historical business volume we
cannot provide assurance regarding future sales. As the Company shifts primarily
from Equipment Sales secured by purchase orders to Factory Sales secured by
contracts, management expects that it may become easier to forecast future
volume based upon long-term contracts and then established trends. In
either case, the Company produces individual pieces of equipment (standard not
generally custom) based on individual customer orders. Comparison of
different financial reporting periods will show significant fluctuations,
primarily due to the value of outstanding and completed contracts or orders
during the period. Therefore, historical figures (whether on a comparative
period over period percentage analysis in a linear fashion or otherwise) may not
have much meaning with respect to future changes in revenue and should not be
used to make predictions about future revenue performance. For example, revenue
could increase 400% period over period if the Company booked and invoiced one or
more complete factory orders or it could decrease 100% or more if the Company
failed to successfully deliver on a Factory Sale order or only managed to book
and invoice orders for production of selected equipment, i.e. an Equipment
Sale. Therefore, management is not in the position to predict future
revenue flow or make conclusions based on actual historical
figures. For example, recent increases and decreases in revenue are
not dramatic as compared to our existing 7.9 million euro contract with Grupo
Unisolar, which is expected to be completed during 2009 and which commenced
shipping in December 2008. However, we can not provide absolute assurance that
signed contracts, Grupo Unisolar or other, will be completed as expected or
predicted. One complete factory may exceed $12 million in value but with
unexpected financial or technical problems, production may slow down the
completion of the contract. In conclusion, revenue prediction by
management is difficult as of the date of this report.
Cost
of sales
The
following table summarizes our cost of sales for the nine months ended September
30, 2009 and 2008:
Nine months ended September 30
,
|
|
2009
|
|
|
2008
|
|
Total
cost of sales
|
|
$
|
5,641,876
|
|
|
$
|
2,287,456
|
|
For the
nine months ended September 30, 2009, our cost of sales was $5,641,876, or 67.1%
of revenue as compared to $2,287,456, or 79.7% of our revenue for the nine
months ended September 30, 2008. The increase in cost of sales of $3,354,420
from the nine months ended September 30, 2008 to the same period in 2009 was
primarily a result of an increase in sales of 192.6%. The margin improvement was
a function of i) improved margins due to the transition from Equipment Sales to
Factory Sales and ii) 28.02% swings in the US dollar as compared to the
Hungarian Forint. The average exchange rate for the nine months ended
September 30, 2009 increased to 208.63 in HuF from 162.97 in HuF for each US
Dollar for the nine months ended September 30, 2008.
Our cost
of revenue predominantly consists of the cost of labor, raw materials,
depreciation and absorbed indirect manufacturing cost.
Selling,
General and Administration Expenses
The
following table summarizes our selling, general and administration expenses for
the nine months ended September 30, 2009 and 2008:
Nine months ended September 30
,
|
|
2009
|
|
|
2008
|
|
Total
selling, general and administration expenses
|
|
$
|
3,728,322
|
|
|
$
|
3,233,186
|
|
For the
nine months ended September 30, 2009, selling, general and administrative
expenses were $3,728,322 as compared to $3,233,186 for the nine months ended
September 30, 2008. The increase in selling, general and administrative expenses
of $495,136 is attributable to additional staff, consultants, legal and audit
related, incurred in 2009 as compared with in 2008.
Research
and development
The
following table summarizes our research and development expenses for the nine
months ended September 30, 2009 and 2008:
Nine months ended September 30
,
|
|
2009
|
|
|
2008
|
|
Research
and development expenses
|
|
$
|
-0-
|
|
|
$
|
120,000
|
|
Our
research and development for the nine months ended September 30, 2009 were $-0-
compared to $120,000 for the nine months ended September 30, 2008. In late 2005,
the Company suspended its internal research and development activity and in
December 2006 signed a contract for certain research and development activities
with Renewable Energy Solutions, Inc. (RESI). This contract - at a rate of
$30,000 per month - remained in force through the first part of 2008.
Subsequently, the Company suspended the research and development contract with
RESI in anticipation of its planned acquisition of Buda Solar, a company with
its own internal research and development activity.
Depreciation
and amortization
The
following table summarizes our depreciation and amortization for the nine months
ended September 30, 2009 and 2008:
Nine months ended September 30
,
|
|
2009
|
|
|
2008
|
|
Depreciation
and amortization
|
|
$
|
68,130
|
|
|
$
|
114,981
|
|
Depreciation
and amortization has decreased by $46,851 in the nine months ended September 30,
2009 compared to the same period in 2008. The decrease is mainly due to the
aging of equipment purchased in previous years, and the company’s ability to
increase production incrementally with minimal capital investment.
Interest
expense, net
The
following table summarizes our interest expense, net for the nine months ended
September 30, 2009 and 2008:
Nine months ended September 30
,
|
|
2009
|
|
|
2008
|
|
Interest
expense, net
|
|
$
|
835,497
|
|
|
$
|
971,576
|
|
Interest
expense, net has decreased by $136,079 in the nine months ended September 30,
2009 compared to the same period in 2008. The decrease is mainly due to the
related debt discount fully amortized in 2009, net with the recording of a 25%
redemption penalty on our June 2006 convertible notes of $293,250.
Liquidity
and Capital Resources
During
the year ended December 31, 2008, Solar Thin Power, Inc., a then majority owned
subsidiary of the Company, acquired a 15% interest in CG Solar, formerly WeiHai
Blue Star Terra Photovoltaic Co., Ltd, a Sino-Foreign Joint Venture Company
organized under the laws of the People’s Republic of China for $1,500,000. The
investment of $1,500,000 is carried at cost under the cost method of accounting
for investment.
On September 16, 2009, the Company
consummated the sale and transfer of the equity interest to Innofast Investments
Limited (the “Transferee”) pursuant to an equity transfer agreement dated as of
September 16, 2009 with Renewable Energy Solutions, Inc. and the Transferee
under which the Company received gross proceeds of $1,350,000. As
part of the transaction, Renewable Energy Solutions, Inc. (“RESI”), another
former equity owner of CG Solar, sold its equity to the Transferee and assigned
its $450,000 payment to the Company in order to retire accounts payable owed by
RESI to the Company’s Kraft Elektronikai Zrt subsidiary. As a result,
the Company received a total of $1,800,000 from the
transaction. Accordingly at September 30, 2009, we determined that CG
Solar investment was impaired and charged to current period operations an
impairment of $150,000.
As of
September 30, 2009, we had working capital deficit of $6,834,918. We generated a
deficit in cash flow from operations of $159,919 for the nine months ended
September 30, 2009. This deficit is primary attributable to our net loss of
$2,329,807, net with depreciation and amortization, amortization of debt
discount, deferred compensation and deferred financing costs of $515,655 as well
as $954,803 fair value of vested options, common stock and warrants issued,
income attributable to non-controlling interests of $8,772, $50,000 of allowance
for doubtful account, Impairment of investment of $150,000, $14,302 loss on sale
of equipment, $(21,776) change in fair value of derivative liability and the
changes in the balances of assets and liabilities. Operating assets decreased
$648,917, net with an increase in operating liabilities of $1,214,827,
net.
Cash flow
generated by investing activities for the nine months ended September 30, 2009
was $1,327,784, primarily from sale of investment of $1,350,000 and sale of
equipment of $21,838, net with investment of equipment of $44,054.
Cash used
in financing activities for the nine months ended September 30, 2009 was
$225,000 payments on our notes payable.
Exploitation
of potential revenue sources will be financed primarily through the sale of
securities and convertible debt, issuance of notes payable and other debt or a
combination thereof, depending upon the transaction size, market conditions and
other factors.
While we
have raised capital to meet our working capital and financing needs in the past,
additional financing is required within the next 3 months in order to meet
our current and projected cash flow deficits from operations and
development. There can be no assurance that financing will be
available in amounts or on terms acceptable to us, if at all.
By
adjusting our operations and development to the level of capitalization, we
believe we have sufficient capital resources to meet projected cash flow
deficits. However, if during that period or thereafter, we are not successful in
generating sufficient liquidity from operations or in raising sufficient capital
resources, on terms acceptable to us, this could have a material adverse effect
on our business, results of operations liquidity and financial
condition.
As at
September 30, 2009, the Company’s consolidated current liabilities exceeded its
consolidated current assets by $6,834,918. As of the filing
date of this report, the Company is currently in default in the payment of
certain notes payable aggregating $1.25 million and $633,000 (plus redemption
penalties and accrued interest) which became due in March and June 2009,
respectively, and outstanding accounts payable of approximately $5.0 million are
also past due. Unless the Company is able to obtain additional
capital or other financing within the next 60 to 90 days, or sooner, its
creditors may sue to collect on their notes and accounts. In such
event, the Company may be required to seek protection from its creditors under
the Federal Bankruptcy Act. Although the Company is actively pursuing
such financing, there is no assurance that it will be obtained on commercially
reasonable terms, if at all. Even if such financing is obtainable, it
may be expected that the terms thereof will significantly dilute the equity
interests of existing stockholders of the Company.
During the nine months ended September
30, 2009, the Company paid $125,000 of convertible notes to certain June 2006
investors.
On October 14, 2009, one of the
Company’s June 2006 convertible note holders settled for a payment of $315,830
from the Company, representing $250,000 in note principal settlement with the
remainder as redemption penalty and related interest.
On October 26, 2009, one of the
Company’s June 2006 convertible note holders settled for a payment of $62,500
from the Company, representing $50,000 in note principal settlement with the
remainder as redemption penalty and related interest.
On October 29, 2009, one of the
Company’s June 2006 convertible note holders settled for a payment of $115,000
from the Company, representing $115,000 in note settlement.
As at November 13, 2009, the date of
this report, an aggregate of approximately $633,000 of the Company’s June 2006
convertible notes held by 2 noteholders of the 2006 convertible notes remain
unpaid and in default, and a former holder of convertible notes is suing the
Company for $255,000 of alleged fees and penalties it claims is owed under the
June 2006 agreements. See Note 17, “Litigation.” The Company is in
the process of negotiating settlements with such note holders.
There can
be no assurance that the Company will enter into definitive settlement
agreements to retire or reconstitute the remaining outstanding 2006 convertible
notes. If the Company is unable to enter into settlement or other
agreements with the Investors, or is unable to obtain financing on terms
acceptable to the Company in order to repay the outstanding debt owed to the
Investors, the Investors may elect to exercise their first priority security
interest in all of the assets of the Company, as well as sell, transfer or
assign the Pledged Shares. In such event, the Company may be required
to cease operations and/or seek protection from its creditors under the Federal
Bankruptcy Act.
Trends,
Risks and Uncertainties
We have
sought to identify what we believe to be the most significant risks to our
business, but we cannot predict whether, or to what extent, any of such risks
may be realized nor can we guarantee that we have identified all possible risks
that might arise. Investors should carefully consider all of such risk factors
before making an investment decision with respect to our common
stock.
Inflation
and Foreign Currency
We
maintain our books in local currency: US Dollars for the parent holding Company
and Solar Thin Film Power, Inc. in the United States of America and Hungarian
Forint for Kraft in Hungary.
We
operate primarily outside of the United States through our wholly owned
subsidiary. As a result, fluctuations in currency exchange rates may
significantly affect our sales, profitability and financial position when the
foreign currencies, primarily the Hungarian Forint, of its international
operations are translated into U.S. dollars for financial reporting. In
additional, we are also subject to currency fluctuation risk with respect to
certain foreign currency denominated receivables and payables. Although we
cannot predict the extent to which currency fluctuations may or will affect our
business and financial position, there is a risk that such fluctuations will
have an adverse impact on the sales, profits and financial position. Because
differing portions of our revenues and costs are denominated in foreign
currency, movements could impact our margins by, for example, decreasing our
foreign revenues when the dollar strengthens and not correspondingly decreasing
our expenses. The Company does not currently hedge its currency exposure. In the
future, we may engage in hedging transactions to mitigate foreign exchange
risk.
The
translation of the Company’s subsidiaries forint denominated balance sheets into
U.S. dollars, as of September 30, 2009, has been affected by the U.S. dollar
against the Hungarian forint due to recent strengthening of the U.S. dollar. The
currency has changed from 169.15 as of September 30, 2008 to 184.79 as of
September 30, 2009, approximate 9.2% depreciation in value. The average
Hungarian forint/U.S. dollar exchange rates used for the translation of the
subsidiaries forint denominated statements of operations into U.S. dollars for
the nine months ended September 30, 2009 and 2008 were 208.63 and 162.97,
respectively, an approximate 28% depreciation in value.
New
Accounting Pronouncements
With the exception of those stated
below, there have been no recent accounting pronouncements or changes in
accounting pronouncements during the nine months ended September 30, 2009,
as compared to the recent accounting pronouncements described in the Annual
Report that are of material significance, or have potential material
significance, to the Company.
In May 2009, the FASB issued SFAS No.
165, “Subsequent Events”, which is included in ASC Topic 855, Subsequent Events.
ASC Topic 855 established principles and requirements for evaluating and
reporting subsequent events and distinguishes which subsequent events should be
recognized in the financial statements versus which subsequent events should be
disclosed in the financial statements. ASC Topic 855 also required disclosure of
the date through which subsequent events are evaluated by
management. ASC Topic 855 was effective for interim periods ending
after June 15, 2009 and applies prospectively. Because ASC Topic
855 impacted the disclosure requirements, and not the accounting treatment for
subsequent events, the adoption of ASC Topic 855 did not impact our results of
operations or financial condition. See Note 20 for disclosures
regarding our subsequent events.
Effective July 1, 2009, the
Company adopted the Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 105-10,
Generally Accepted Accounting
Principles – Overall
(“ASC 105-10”). ASC 105-10 establishes the
FASB Accounting Standards
Codification
(the “Codification”) as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with U.S.
GAAP. Rules and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative U.S. GAAP for SEC registrants.
All guidance contained in the Codification carries an equal level of authority.
The Codification superseded all existing non-SEC accounting and reporting
standards. All other non-grandfathered, non-SEC accounting literature not
included in the Codification is non-authoritative. The FASB will not issue new
standards in the form of Statements, FASB Staff Positions or Emerging Issues
Task Force Abstracts. Instead, it will issue Accounting Standards Updates
(“ASUs”). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout this document have
been updated for the Codification.
In August 2009, the FASB issued
ASU No. 2009-05,
Measuring Liabilities at Fair
Value
, which provides additional guidance on how companies should measure
liabilities at fair value under ASC 820. The ASU clarifies that the quoted price
for an identical liability should be used. However, if such information is not
available, an entity may use, the quoted price of an identical liability when
traded as an asset, quoted prices for similar liabilities or similar liabilities
traded as assets, or another valuation technique (such as the market or income
approach). The ASU also indicates that the fair value of a liability is not
adjusted to reflect the impact of contractual restrictions that prevent its
transfer and indicates circumstances in which quoted prices for an identical
liability or quoted price for an identical liability traded as an asset may be
considered level 1 fair value measurements. This ASU is effective
October 1, 2009. The Company is currently evaluating the impact of this
standard, but would not expect it to have a material impact on the Company’s
consolidated results of operations or financial condition.
In September 2009, the FASB issued
ASU No. 2009-12,
Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent)
, that amends ASC
820 to provide guidance on measuring the fair value of certain alternative
investments such as hedge funds, private equity funds and venture capital funds.
The ASU indicates that, under certain circumstance, the fair value of such
investments may be determined using net asset value (NAV) as a practical
expedient, unless it is probable the investment will be sold at something other
than NAV. In those situations, the practical expedient cannot be used and
disclosure of the remaining actions necessary to complete the sale is required.
The ASU also requires additional disclosures of the attributes of all
investments within the scope of the new guidance, regardless of whether an
entity used the practical expedient to measure the fair value of any of its
investments. This ASU is effective October 1, 2009. The Company is
currently evaluating the impact of this standard, but would not expect it to
have a material impact on the Company’s consolidated results of operations or
financial condition.
In October 2009, the FASB issued
ASU No. 2009-13,
Multiple-Deliverable Revenue
Arrangements—a consensus of the FASB Emerging Issues Task Force
, that
provides amendments to the criteria for separating consideration in
multiple-deliverable arrangements. As a result of these amendments,
multiple-deliverable revenue arrangements will be separated in more
circumstances than under existing U.S. GAAP. The ASU does this by establishing a
selling price hierarchy for determining the selling price of a deliverable. The
selling price used for each deliverable will be based on vendor-specific
objective evidence if available, third-party evidence if vendor-specific
objective evidence is not available, or estimated selling price if neither
vendor-specific objective evidence nor third-party evidence is available. A
vendor will be required to determine its best estimate of selling price in a
manner that is consistent with that used to determine the price to sell the
deliverable on a standalone basis. This ASU also eliminates the residual method
of allocation and will require that arrangement consideration be allocated at
the inception of the arrangement to all deliverables using the relative selling
price method, which allocates any discount in the overall arrangement
proportionally to each deliverable based on its relative selling price. Expanded
disclosures of qualitative and quantitative information regarding application of
the multiple-deliverable revenue arrangement guidance are also required under
the ASU. The ASU does not apply to arrangements for which industry specific
allocation and measurement guidance exists, such as long-term construction
contracts and software transactions. ASU No. 2009-13 is effective beginning
January 1, 2011. The Company is currently evaluating the impact of this
standard on its consolidated results of operations and financial
condition.
In October 2009, the FASB issued
ASU No. 2009-14,
Certain
Revenue Arrangements That Include Software Elements—a consensus of the FASB
Emerging Issues Task Force
, that reduces the types of transactions that
fall within the current scope of software revenue recognition guidance. Existing
software revenue recognition guidance requires that its provisions be applied to
an entire arrangement when the sale of any products or services containing or
utilizing software when the software is considered more than incidental to the
product or service. As a result of the amendments included in ASU
No. 2009-14, many tangible products and services that rely on software will
be accounted for under the multiple-element arrangements revenue recognition
guidance rather than under the software revenue recognition guidance. Under the
ASU, the following components would be excluded from the scope of software
revenue recognition guidance: the tangible element of the product,
software products bundled with tangible products where the software components
and non-software components function together to deliver the product’s essential
functionality, and undelivered components that relate to software that is
essential to the tangible product’s functionality. The ASU also provides
guidance on how to allocate transaction consideration when an arrangement
contains both deliverables within the scope of software revenue guidance
(software deliverables) and deliverables not within the scope of that guidance
(non-software deliverables). ASU No. 2009-14 is effective beginning
January 1, 2011. The Company is currently evaluating the impact of this
standard on its consolidated results of operations and financial
condition.
Effective July 1, 2009, the
Company adopted the Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 105-10,
Generally Accepted Accounting
Principles – Overall
(“ASC 105-10”). ASC 105-10 establishes the
FASB Accounting Standards
Codification
(the “Codification”) as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with U.S.
GAAP. Rules and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative U.S. GAAP for SEC registrants.
All guidance contained in the Codification carries an equal level of authority.
The Codification superseded all existing non-SEC accounting and reporting
standards. All other non-grandfathered, non-SEC accounting literature not
included in the Codification is non-authoritative. The FASB will not issue new
standards in the form of Statements, FASB Staff Positions or Emerging Issues
Task Force Abstracts. Instead, it will issue Accounting Standards Updates
(“ASUs”). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout this document have
been updated for the Codification.
Off-Balance
Sheet Arrangements
We
do not have any off balance sheet arrangements that are reasonably likely to
have a current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.
ITEM
3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not
applicable.
ITEM
4T. CONTROLS AND
PROCEDURES
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
material information required to be disclosed in our periodic reports filed
under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded,
processed, summarized, and reported within the time periods specified in the
SEC’s rules and forms and to ensure that such information is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer (principal financial officer) as appropriate, to allow timely
decisions regarding required disclosure. During the quarter ended September 30,
2009 we carried out an evaluation, under the supervision and with the
participation of our management, including the principal executive officer and
the principal financial officer (principal financial officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on
this evaluation, because of the Company’s limited resources and limited number
of employees, management concluded that our disclosure controls and procedures
were ineffective as of September 30, 2009.
Limitations
on Effectiveness of Controls and Procedures
Our management, including our Chief
Executive Officer and Chief Financial Officer (principal financial officer),
does not expect that our disclosure controls and procedures or our internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations
include, but are not limited to, the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.
Changes
in Internal Controls
During
the fiscal quarter ended September 30, 2009, there have been no changes in our
internal control over financial reporting that have materially affected or are
reasonably likely to materially affect our internal controls over financial
reporting.
PART
II
OTHER
INFORMATION
ITEM
1.
LEGAL PROCEEDINGS
New York Medical, Inc. and Redwood
Investment Associates, L.P. vs. American United Global, Inc., et al. (Supreme
Court, New York State, New York County)
. In this suit, filed on December
12, 2003, plaintiffs seek a declaration that a series of transactions by which
we allegedly acquired Lifetime Healthcare Services, Inc. ("Lifetime") and
Lifetime acquired an interest in NY Medical from Redwood (collectively
"Transactions") were properly rescinded or, alternatively, that because the
Transactions were induced by fraudulent conduct of our company and others, that
the Transactions should be judicially rescinded. In addition to the requests for
equitable relief, plaintiffs also seek monitory damages in excess of $5 million
and exemplary damages in the amount of $15 million. On March 18,
2008, the Supreme Court of New York State entered a final order dismissing this
legal proceeding.
Grace Brothers Ltd. vs. Solar Thin
Films, Inc.
(Supreme
Court, New York State, New York County)
. On March 4, 2009, Grace Brothers
Ltd. brought an action against the Company in the Supreme Court of the State of
New York, County of New York, seeking damages of approximately $255,000 in
alleged registration delay penalties. On July 16, 2009, the Company
filed its answer to the complaint denying all of Grace’s
allegations. We are attempting to resolve the matter amicably.
However, in the event litigation proceeds, it will be aggressively
defended. Management believes that the plaintiff’s suit is without
merit, and further believes the ultimate outcome of this matter will not have a
material adverse effect on the Company’s consolidated financial position,
results of operations or liquidity.
From time
to time, we are a party to litigation or other legal proceedings that we
consider to be a part of the ordinary course of our business. We are not
involved currently in legal proceedings that could reasonably be expected to
have a material adverse effect on our business, prospects, financial condition
or results of operations. We may become involved in material legal proceedings
in the future.
ITEM
1A. RISK
FACTORS
There
have been no material changes to the risks to our business described in our
Annual Report on Form-10-K/A for the year ended December 31, 2008 filed with the
SEC on April 23, 2009.
ITEM
2.
UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS
None.
ITEM
3. DEFAULTS
ON SENIOR SECURITIES
As
of the filing date of this report, the Company is currently in default in the
payment of notes aggregating $1.25 million which became due in March 2009,
$633,000 (plus redemption penalties and accrued interest) which became due in
June 2009, and outstanding accounts payable of approximately $5.0 million are
also past due. Unless the Company is able to obtain additional capital or other
financing within the next 60 to 90 days, or sooner, its creditors may sue to
collect on their notes and accounts. In such event, the Company may
be required to seek protection from its creditors under the Federal Bankruptcy
Act. Although the Company is actively pursuing such financing, there
is no assurance that it will be obtained on commercially reasonable terms, if at
all. Even if such financing is obtainable, it may be expected that
the terms thereof will significantly dilute the equity interests of existing
stockholders of the Company.
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM
5. OTHER
INFORMATION
None.
ITEM
6. EXHIBITS
The
exhibits listed below are required by Item 601 of Regulation
S-K. Each management contract or compensatory plan or
arrangement required to be filed as an exhibit to this Form 10-Q has been
identified.
Exhibit
No.
|
|
Exhibit
Name
|
|
|
|
31.1
|
|
Certification
of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange
Act, as enacted by Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
31.2
|
|
Certification
of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange
Act, as enacted by Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
32.1
|
|
Certification
of Chief Executive Officer pursuant to 18 United States Code Section
1350, as enacted by Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
32.2
|
|
Certification
of Chief Financial Officer pursuant to 18 United States Code Section 1350,
as enacted by Section 906 of the Sarbanes-Oxley Act of
2002.
|
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
Date:
November 13, 2009
|
|
SOLAR
THIN FILMS, INC.
|
|
|
|
|
|
/s/
Robert M. Rubin
|
|
|
Robert
M. Rubin
|
|
|
Chief
Executive Officer (Principal Executive Officer) and
|
|
|
Chief
Financial Officer (Principal Accounting and Financial
Officer)
|
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