ENER Accretion Acquisition Corporation

In the news release, Energy Conversion Devices Revenue Increased to $103 Million With Net Income of $0.33 Per Share for Second Quarter of Fiscal 2009, issued Feb. 9 by Energy Conversion Devices, Inc. over PR Newswire, we are advised by the company that there are changes in the third financial table attached to news release: In statements of Cash flows (six months), allowance for slow moving inventory was reported as 6,281. Correct figure is 3,893. In statements of Cash flows (six months), changes in working capital was reported as (20,118). Correct figure is (17,729). In statements of Cash flows (six months), purchases of property, plant and equipment was reported as 103,246. Correct figure is 103,247. In statements of Cash flows (six months), net cash (used in) provided by investing activities was reported as 100,546. Correct figure is 100,547. The complete, corrected release follows: Energy Conversion Devices Revenue Increased to $103 Million With Net Income of $0.33 Per Share for Second Quarter of Fiscal 2009 ROCHESTER HILLS, Mich., Feb. 9 /PRNewswire-FirstCall/ -- Energy Conversion Devices, Inc. (ECD) (NASDAQ:ENER), the leading global manufacturer of thin-film flexible solar laminate products for the building integrated and commercial rooftop markets, today announced financial results for its second quarter of fiscal 2009, ended December 31, 2008. Total consolidated revenues for the quarter were $103.1 million as compared to $95.8 million from the first quarter of fiscal 2009 and $56.4 million in the second quarter of fiscal 2008. Solar product sales were $97.3 million compared to $89.5 million in the first quarter of fiscal 2009 and $49.7 million reported for the same quarter last year. The second quarter average selling price for solar products was $2.99 per watt. Net income for the second quarter was $14.2 million or $0.33 per fully diluted share compared to net income of $12.7 million or $0.29 per fully diluted share in the first quarter of fiscal 2009 and a net loss of $5.4 million or $0.14 per fully diluted share in the year-ago period. Second quarter net income and per-share figures include preproduction costs of $1.8 million or $0.04 per fully diluted share and restructuring costs of $0.2 million or less than $0.01 per fully diluted share. Consolidated gross margin in the second quarter on solar product sales was 35.2 percent and total gross margin was 36.0 percent. United Solar Ovonic produced 34.0 MWs and shipped 32.5 MWs of solar laminates in the second quarter. Mark Morelli, ECD's president and chief executive officer said, "In light of the overall global economic conditions, we are pleased to report growth in revenues, solar product sales and consolidated gross margin. Our continued focus on operational excellence is paying off as we continue to lower our manufacturing costs and achieve higher gross margin. These ongoing cost-containment initiatives give us confidence in our ability to generate continued earnings growth in the second half of the fiscal year and beyond." For the six months ended December 31, 2008, total consolidated revenues were $198.9 million compared to $103.5 million in the prior year. Solar product sales were $186.8 million for the first half of fiscal 2009 versus $89.6 million for the first half of fiscal 2008. Net income for the first six months of fiscal 2009 was $26.9 million or $0.63 per fully diluted share versus a net loss of $13.0 million or a net loss of $0.33 per fully diluted share in the year-ago period. In the first half of this particularly challenging fiscal 2009, net operating cash flow was $37.2 million versus $6.4 million during the first half of fiscal 2008. Guidance for Third Quarter and Fiscal Year For the fiscal third quarter ending March 31, 2009: -- Consolidated revenues are expected to be $95 - $110 million. -- Solar product sales are expected to be $90 - $105 million. -- Gross margin on solar product sales is expected to be 34 to 35 percent and consolidated gross margin is expected to be approximately 35 percent. -- Pre-production costs are expected to be $1.5 - $2.0 million. For the full fiscal year ending June 30, 2009: -- Consolidated revenues are expected to be $395 - $440 million. -- Solar product sales are expected to be $375 - $410 million. -- Gross margin on solar product sales is expected to be 34 to 35 percent and consolidated gross margin is expected to be approximately 35 percent. -- Pre-production costs are expected to be $7.0 - $9.0 million. "We are not immune from the global economic downturn and our guidance is subject to a variety of risks, including customer credit availability, timing of project closures and consumer and corporate confidence. We continue to be optimistic about the long-term outlook for rooftop and building-integrated solar PV. We are focusing on improving sales effectiveness and working to drive demand for our products with strategic customers, channel partners, and solar investors. Given current economic conditions, we have adjusted our expectations for the rest of this fiscal year," said Mr. Morelli. Conference Call / Webcast Details Management of Energy Conversion Devices will review these financial results on a conference call on Monday, February 9, 2009, at 10:00 a.m. ET. The dial-in number for the live audio call is 877.858.2512 or 706.634.6076 (international) with conference ID number 81378764. The conference call will be webcast live over the Internet and can be accessed in the Investor Relations - Conference Calls section of the company's website at http://www.ovonic.com/. An audio replay of the call will be available approximately two hours after the conclusion of the call. The audio replay will remain available until 11:59 p.m., February 11, 2009, and can be accessed by dialing 800-642-1687 or 706-645-9291 (international), with conference ID number 81378764. The webcast will also be archived on the company's website. About Energy Conversion Devices Energy Conversion Devices, Inc. (ECD) (NASDAQ:ENER) is the leader in building integrated and commercial rooftop photovoltaics, one of the fastest growing segments of the solar power industry. The company manufactures and sells thin-film solar laminates that convert sunlight to energy using proprietary technology. ECD's UNI-SOLAR(R) brand products are unique because of their flexibility, light weight, ease of installation, durability, and real-world efficiency. ECD also pioneers other alternative technologies, including a new type of nonvolatile digital memory technology that is significantly faster, less expensive, and ideal for use in a variety of applications including cell phones, digital cameras and personal computers. For more information, please visit http://www.ovonic.com/. This release may contain forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future net sales or performance, capital expenditures, financing needs, plans or intentions relating to expansions, business trends and other information that is not historical information. All forward-looking statements are based upon information available to us on the date of this release and are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Risks that could cause such results to differ include: our ability to sustain profitability; our ability to maintain our customer relationships; our ability to expand our manufacturing capacity in a timely and cost-effective manner; the worldwide demand for electricity and the market for solar energy; the supply and price of components and raw materials for our products; and our customers' ability to access the capital needed to finance the purchase of our products. The risk factors identified in the ECD filings with the Securities and Exchange Commission, including the company's most recent Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q, could impact any forward-looking statements contained in this release. ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended Six Months Ended December 31, December 31, 2008 2007 2008 2007 REVENUES Product sales $97,987 $51,558 $188,788 $94,024 Royalties 1,543 1,492 2,888 2,507 Revenues from product development agreements 3,077 2,921 6,348 5,798 Other revenues 500 478 848 1,161 TOTAL REVENUES 103,107 56,449 198,872 103,490 EXPENSES Cost of product sales 63,624 41,745 124,591 76,813 Cost of revenues from product development agreements 2,342 1,819 4,523 3,528 Product development and research 1,954 2,583 4,144 6,045 Preproduction costs 1,831 2,279 3,808 4,824 Operating, general and administrative (net) 17,239 12,925 31,674 24,620 Restructuring charges 191 2,555 435 5,070 TOTAL EXPENSES 87,181 63,906 169,175 120,900 INCOME (LOSS) FROM OPERATIONS 15,926 (7,457) 29,697 (17,410) OTHER INCOME (EXPENSE) Interest income 1,467 2,077 4,071 4,530 Interest expense (2,860) - (5,592) - Other nonoperating income (expense) (77) 5 (1,002) (55) TOTAL OTHER (EXPENSE) INCOME (1,470) 2,082 (2,523) 4,475 NET INCOME (LOSS) BEFORE INCOME TAXES 14,456 (5,375) 27,174 (12,935) Income Taxes 216 51 273 58 NET INCOME (LOSS) $14,240 $(5,426) $26,901 $(12,993) Basic Net Income (Loss) Per Share $.34 $(.14) $.64 $(.33) Diluted Net Income (Loss) Per Share $.33 $(.14) $.63 $(.33) ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) December 31, June 30, 2008 2008 (unaudited) ASSETS Cash and cash equivalents $422,564 $484,492 Short-term investments 11,203 14,989 Accounts receivable (net) 69,574 53,525 Inventories 44,043 31,337 Assets held for sale 1,358 1,539 Property, plant and equipment (net) 486,267 404,119 Other 64,498 51,966 TOTAL ASSETS $1,099,507 $1,041,967 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and other current liabilities $73,799 $52,103 Long-term liabilities 349,482 347,952 TOTAL LIABILITIES 423,281 400,055 STOCKHOLDERS' EQUITY 676,226 641,912 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,099,507 $1,041,967 ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended December 31, 2008 2007 (unaudited) OPERATING ACTIVITIES: Net Income (loss) $26,901 $(12,993) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 14,998 8,640 Allowance for slow moving and obsolete inventory 3,893 1,374 Stock and stock options issued for services rendered 3,475 866 Other-than-temporary impairment of investment 1,002 - Other 4,632 1,779 Changes in working capital (17,729) 6,772 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 37,172 6,438 INVESTING ACTIVITIES: Purchases of property, plant and equipment (including construction in progress) (103,247) (62,651) Purchase of investments - (62,164) Proceeds from sales of investments 2,700 99,599 Proceeds from maturities of investments - 22,591 Proceeds from sales of property, plant and equipment - 380 NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (100,547) (2,245) NET CASH PROVIDED BY FINANCING ACTIVITIES 1,123 5,701 EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 324 100 NET CASH FLOW (61,928) 9,994 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 484,492 80,770 CASH AND CASH EQUIVALENTS AT END OF PERIOD $422,564 $90,764 ENERGY CONVERSION DEVICES, INC. AND SUBSIDIARIES SEGMENT REVENUE AND OPERATING INCOME/(LOSS) (In Thousands) Quarter Ended December 31, 2008 2007 2008 2007 Revenues Income (Loss) from Operations United Solar Ovonic $99,643 $51,720 $22,260 $2,084 Ovonic Materials 3,431 4,570 1,225 399 Corporate activities(1) 33 376 (7,621) (9,974) Consolidating entries - (217) 62 34 Consolidated $103,107 $56,449 $15,926 $(7,457) Six Months Ended December 31, 2008 2007 2008 2007 Revenues Income (Loss) from Operations United Solar Ovonic $191,454 $93,607 $43,046 $1,616 Ovonic Materials 7,310 9,662 1,479 (301) Corporate activities(1) 108 545 (14,949) (18,807) Consolidating entries - (324) 121 82 Consolidated $198,872 $103,490 $29,697 $(17,410) (1) Revenues consist primarily of services, facilities and miscellaneous administrative and laboratory services provided to certain affiliates; expense primarily includes corporate operations, including facilities, human resources, legal, finance, information technology, business development, purchasing and restructuring. United Solar Ovonic Segment Three months ended December 31, 2008 2007 (In Thousands) PV product sales $97,316 $49,726 Megawatts produced 34.0 15.4 Megawatts shipped 32.5 16.9 Cost of product sales 63,076 40,203 Gross margin 34,240 9,523 Gross margin % 35.2% 19.2% Research and development revenue $2,327 $1,994 Total revenues 99,643 51,720 Other expenses: Cost of revenues from product development agreements 1,887 1,187 Product development and research 1,139 909 Preproduction costs 1,831 2,279 Selling, general and administrative expenses 9,450 5,058 Total other expenses 14,307 9,433 Income (loss) from operations $22,260 $2,084 United Solar Ovonic Segment Six months ended December 31, 2008 2007 (In Thousands) PV product sales $186,766 $89,596 Megawatts produced 64.8 25.8 Megawatts shipped 62.0 30.0 Cost of product sales 122,665 72,826 Gross margin 64,101 16,770 Gross margin % 34.3% 18.7% Research and development revenue $4,688 $4,011 Total revenues 191,454 93,607 Other expenses: Cost of revenues from product development agreements 3,442 2,337 Product development and research 2,122 2,034 Preproduction costs 3,808 4,824 Selling, general and administrative expenses 16,371 9,970 Total other expenses 25,743 19,165 Income (loss) from operations $43,046 $1,616 Ovonic Materials Segment Three Months Ended December 31, 2008 2007 (in thousands) REVENUES Product sales $671 $1,831 Royalties 1,543 1,492 Revenues from product development agreements 750 928 Other revenues 467 319 TOTAL REVENUES $3,431 $4,570 EXPENSES Cost of product sales $609 $1,594 Cost of revenues from product development agreements 455 614 Product development and research 815 1,675 Selling, general and administrative expenses 327 288 TOTAL EXPENSES $2,206 $4,171 INCOME FROM OPERATIONS $1,225 $399 Six Months Ended December 31, 2008 2007 (in thousands) REVENUES Product sales $2,022 $4,446 Royalties 2,888 2,507 Revenues from product development agreements 1,660 1,788 Other revenues 740 921 TOTAL REVENUES $7,310 $9,662 EXPENSES Cost of product sales $2,046 $4,163 Cost of revenues from product development agreements 1,082 1,191 Product development and research 2,021 4,012 Selling, general and administrative expenses 682 597 TOTAL EXPENSES $5,831 $9,963 INCOME (LOSS) FROM OPERATIONS $1,479 $(301) Corporate Activities Segment Three Months Ended December 31, 2008 2007 (in thousands) TOTAL REVENUES $33 $376 EXPENSES Selling, general and administrative expenses $7,463 $7,795 Restructuring costs 191 2,555 TOTAL EXPENSES $7,654 $10,350 LOSS FROM OPERATIONS $(7,621) $(9,974) Six Months Ended December 31, 2008 2007 (in thousands) TOTAL REVENUES $108 $545 EXPENSES Selling, general and administrative expenses $14,622 $14,282 Restructuring costs 435 5,070 TOTAL EXPENSES $15,057 $19,352 LOSS FROM OPERATIONS $(14,949) $(18,807) DATASOURCE: Energy Conversion Devices, Inc. CONTACT: Mark Trinske, Vice President, Investor Relations & Communications, +1-248-299-6063 Web Site: http://www.ovonic.com/

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