ENER Accretion Acquisition Corporation

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2010

or

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

For the transition period from                        to                       

Commission File Number: 1-8403

ENERGY CONVERSION DEVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware		38-1749884
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)
2956 Waterview Drive, Rochester Hills, Michigan		48309
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (248) 293-0440

Former name, former address and former fiscal year, if changed since last report

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   þ   No   o

    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   o   No   o

    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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  Yes   o   No   o

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   o   No   þ

    As of November 4, 2010, there were 49,835,935 shares of the registrant’s Common Stock outstanding.

 

 

TABLE OF CONTENTS
ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2010

PART I — FINANCIAL INFORMATION
Item 1: Financial Statements			2
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3: Quantitative and Qualitative Disclosures About Market Risk			30
Item 4: Controls and Procedures			30
PART II — OTHER INFORMATION
Item 1: Legal Proceedings			32
Item 1A: Risk Factors			32
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds			32
Item 3: Defaults Upon Senior Securities			32
Item 4: Removed and Reserved			32
Item 5: Other Information			32
Item 6: Exhibits			32
SIGNATURES			33
EX-31.1
EX-31.2
EX-32

PART I — FINANCIAL INFORMATION

Item 1 : Financial Statements

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)

		Three Months Ended
		September 30,
		2010				2009 (1)
Revenues
Product sales		$	53,397			$	34,143
System sales			11,650				2,567
Royalties			2,115				1,959
Revenues from product development agreements			827				3,991
License and other revenues			408				284
Total Revenues			68,397				42,944
Expenses
Cost of product sales			45,016				24,107
Cost of system sales			10,555				3,726
Cost of revenues from product development agreements			329				3,281
Product development and research			2,399				2,245
Preproduction costs			64				10
Selling, general and administrative			17,644				16,202
Net (gain) loss on disposal of property, plant and equipment			(76	)			974
Restructuring charges			491				677
Total Expenses			76,422				51,222
Operating Loss			(8,025	)			(8,278	)
Other Income (Expense)
Interest income			344				292
Interest expense			(6,986	)			(7,170	)
Gain on debt extinguishment			1,189				—
Distribution from joint venture			—				1,309
Other nonoperating income, net			132				885
Total Other Income (Expense)			(5,321	)			(4,684	)
Loss before Income Taxes and Equity Loss			(13,346	)			(12,962	)
Income tax expense (benefit)			155				(915	)
Loss before Equity Loss			(13,501	)			(12,047	)
Equity loss			(34	)			—
Net Loss			(13,535	)			(12,047	)
Net Loss Attributable to Noncontrolling Interest			(79	)			(74	)
Net Loss Attributable to ECD Stockholders’		$	(13,456	)		$	(11,973	)
Loss Per Share, Attributable to ECD Stockholders’		$	(0.29	)		$	(0.28	)
Diluted Loss Per Share, Attributable to ECD Stockholders’		$	(0.29	)		$	(0.28	)

See notes to consolidated financial statements.

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)

		September 30,				June 30,
		2010				2010 (1)
		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents		$	68,963			$	79,158
Short-term investments			125,369				113,771
Accounts receivable, net			58,366				72,021
Inventories, net			63,596				61,495
Other current assets			33,321				27,237
Total Current Assets			349,615				353,682
Property, Plant and Equipment, net			303,296				301,056
Other Assets:
Restricted cash			12,157				11,749
Lease receivable, net			10,592				10,854
Other assets			13,727				14,606
Total Other Assets			36,476				37,209
Total Assets		$	689,387			$	691,947
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses		$	60,383			$	56,035
Current portion of warranty liability			11,166				12,125
Other current liabilities			10,523				9,130
Total Current Liabilities			82,072				77,290
Long-Term Liabilities:
Convertible senior notes			239,645				243,654
Capital lease obligations			19,988				20,296
Warranty liability			30,952				29,210
Other liabilities			19,268				19,872
Total Long-Term Liabilities			309,853				313,032
Commitments and Contingencies (Note 10)
Stockholders’ Equity
Common stock, $0.01 par value, 100 million shares authorized, 49,863,710 and 48,554,812 issued at September 30, 2010 and June 30, 2010, respectively			499				486
Additional paid-in capital			1,087,005				1,079,910
Treasury stock			(700	)			(700	)
Accumulated deficit			(787,844	)			(774,388	)
Accumulated other comprehensive loss, net			(1,306	)			(3,570	)
Total ECD stockholders’ equity			297,654				301,738
Accumulated deficit — noncontrolling interest			(192	)			(113	)
Total Stockholders’ Equity			297,462				301,625
Total Liabilities and Stockholders’ Equity		$	689,387			$	691,947

See notes to consolidated financial statements.

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)

		Three Months Ended
		September 30,
		2010				2009 (1)
Cash flows from operating activities:
Net loss		$	(13,535	)		$	(12,047	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization			5,409				8,892
Amortization of debt discount and deferred financing fees			4,242				4,115
Share-based compensation			881				1,051
Gain on debt extinguishment			(1,189	)			—
Net (gain) loss on disposal of property, plant and equipment			(76	)			974
Equity loss			34				—
Changes in operating assets and liabilities, net of foreign exchange:
Accounts receivable			14,350				8,924
Inventories			(868	)			(29,880	)
Other assets			(229	)			446
Accounts payable and accrued expenses			9,410				(7,442	)
Other liabilities			769				(954	)
Net cash provided by (used in) operating activities			19,198				(25,921	)
Cash flows from investing activities:
Purchases of property, plant and equipment			(12,068	)			(12,157	)
Acquisition of business, net of cash acquired			—				(2,088	)
Purchases of investments			(45,478	)			—
Proceeds from maturities of investments			14,200				34,069
Proceeds from sale of investments			19,259				9,771
Proceeds from sale of property, plant and equipment			126				—
Development loans			(3,275	)			—
Increase in restricted cash			(408	)			—
Net cash (used in) provided by investing activities			(27,644	)			29,595
Cash flows from financing activities:
Principal payments under capitalized lease obligations and other debt			(426	)			(174	)
Repayment of revolving credit facility			—				(5,705	)
Net cash used in financing activities			(426	)			(5,879	)
Effect of exchange rate changes on cash and cash equivalents			(1,323	)			233
Net decrease in cash and cash equivalents			(10,195	)			(1,972	)
Cash and cash equivalents at beginning of period			79,158				56,379
Cash and cash equivalents at end of period		$	68,963			$	54,407

See notes to consolidated financial statements.

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies

Nature of Operations

     Energy Conversion Devices, Inc. (the “Company” or “ECD”), through its subsidiaries, commercializes materials, products and production processes for the alternative energy generation (primarily solar energy), energy storage and information technology markets.

     On August 19, 2009, the Company acquired 100% of the outstanding common shares of Solar Integrated Technologies, Inc. (“SIT”), a Los Angeles-based company that manufactures, designs and installs building integrated photovoltaic roofing systems for commercial rooftops. The results of SIT’s operations have been included in the Company’s Consolidated Financial Statements beginning August 19, 2009.

Basis of Presentation

     The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting, and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the financial statements for interim reporting do not include all of the information and notes or disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. Results for interim periods should not be considered indicative of results for a full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the period ended June 30, 2010, as filed with the Securities and Exchange Commission (“SEC”).

     The consolidated financial statements include the accounts of the Company and the accounts of the Company’s subsidiaries in which it holds a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s share of earnings or losses of nonconsolidated affiliates are included in our consolidated operating results using the equity method of accounting when the Company is able to exercise significant influence over the operating and financial decisions of the affiliate.

     The Company has performed an evaluation of subsequent events through the date the Company’s financial statements were issued. No material subsequent events have occurred that required recognition or disclosure in these financial statements.

Summary of Significant Accounting Policies

Use of Estimates

     The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods could differ from those estimates.

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Capitalized Interest

     Interest is capitalized during periods of active equipment construction. During the three months ended September 30, 2010 and 2009, the Company incurred total interest costs of $7.3 million and $7.1 million, respectively, of which $0.3 million and $0.1 million, respectively, were capitalized.

General

     The Company’s significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010 and have not materially changed as of the date of this Report with the exception of the following:

Restricted Cash

     In September 2010, the Company entered into a letter of credit facility, which requires cash collateral equal to 102% of any exposure under letters of credit issued under the facility. Such collateral is recorded as restricted cash on the Company’s Consolidated Balance Sheets.

Revenues from Product Development Agreements

     In July 2010, the Company began recording research and development cost sharing arrangements as research and development expense as incurred. The amounts funded by the customer will be recognized as an offset to the aggregate research and development expense rather than as contract revenues.

Recently Adopted Accounting Pronouncements

     On July 1, 2010, the Company adopted the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), which amends Topic 810 “Consolidations” (“ASC 810”) to change the consolidation guidance applicable to a variable interest entity (“VIE”). It also amends the guidance governing the determination of whether an enterprise is the primary beneficiary of a VIE (and is therefore required to consolidate the VIE), by requiring a qualitative analysis rather than a quantitative analysis. The qualitative analysis will include, among other things, consideration of which enterprise has the power to direct the activities of the entity that most significantly impact the entity’s economic performance and which enterprise has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. This standard also requires continuous reassessments of whether an enterprise is the primary beneficiary of a VIE. Previously, reconsideration of whether an enterprise was the primary beneficiary of a VIE only was required when specific events had occurred. Qualifying special purpose entities, which were previously exempt from the application of this standard, will be subject to the provisions of this standard when it becomes effective. ASC 810 also requires enhanced disclosures about an enterprise’s involvement with a VIE. ASC 810 is effective as of the beginning of the Company’s first annual reporting period that begins after November 15, 2009. The adoption of ASC 810 did not have any impact on the Company’s consolidated financial statements.

     On July 1, 2010, the Company adopted FASB Accounting Standards Update (“ASU”) 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements — a Consensus of the FASB Emerging Issues Task Force ” (“ASU 2009-13”), which amends ASC Subtopic 605-25 for separate consideration in multiple-deliverable arrangements. ASU 2009-13 eliminates the use of the residual

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

method for allocating consideration, as well as the criteria that requires objective and reliable evidence of fair value of undelivered elements in order to separate the elements in a multiple-element arrangement. Upon adoption of the guidance the delivered element(s) will be considered a separate unit of accounting only if both of the following criteria are met: (i) the delivered item(s) has stand-alone value to the customer and (ii) if a general right of return exists relative to the delivered item(s), delivery or performance of the undelivered item(s) is substantially in the control of the vendor and is considered probable. ASU 2009-13 is effective for fiscal years beginning on or after June 15, 2010. The adoption of ASU 2009-13 did not have any impact on the Company’s consolidated financial statements.

     On July 1, 2010, the Company adopted the FASB ASU 2009-15, “ Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing ” (“ASU 2009-15”), which amends ASC 470-20 clarifies that share lending arrangements that are executed in connection with convertible debt offerings or other financings should be measured at fair value and recognized as a debt issuance cost which is amortized using the effective interest method over the life of the financing arrangement as interest cost. In addition, ASU 2009-15 states that the loaned shares should be excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the common and diluted earnings per share calculation. The amended provisions of ASC 470-20 is effective for all arrangements outstanding as of the fiscal year beginning on or after December 15, 2009, and retrospective application is required for all periods presented. In addition, ASC 470-20 is effective for arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009.

     The following table summarizes the effect of adopting ASC 470-20:

		Consolidated Statement of Operations for the
		Three Months Ended September 30, 2009
		As Previously
		Reported				ASC 470-20				As Reported
		(in thousands, except per share amounts)
Interest expense		$	(6,963	)		$	(207	)		$	(7,170	)
Total Other Income (Expense)			(4,477	)			(207	)			(4,684	)
Net Loss before Income Taxes			(12,755	)			(207	)			(12,962	)
Net Loss			(11,840	)			(207	)			(12,047	)
Net loss attributable to ECD Stockholders’			(11,766	)			(207	)			(11,973	)
Loss per share			(0.28	)			—				(0.28	)
Diluted loss per share			(0.28	)			—				(0.28	)

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

		Consolidated Balance Sheets as of June 30, 2010
		As Previously
		Reported				ASC 470-20				As Reported
		(in thousands)
Other assets		$	10,980			$	3,626			$	14,606
Total assets			688,321				3,626				691,947
Additional paid-in capital			1,074,410				5,500				1,079,910
Accumulated deficit			(772,514	)			(1,874	)			(774,388	)
Total ECD stockholders’ equity			298,112				3,626				301,738
Total stockholders’ equity			297,999				3,626				301,625
Total liabilities and stockholders’ equity			688,321				3,626				691,947

		Consolidated Statement of Cash Flows for the
		Three Months Ended September 30, 2009
		As Previously
		Reported				ASC 470-20				As Reported
		(in thousands)
Net loss		$	(11,840	)		$	(207	)		$	(12,047	)
Amortization of debt discount and deferred financing fees			3,908				207				4,115

Note 2 — Loss Per Share

     Basic loss per common share attributable to ECD stockholders’ is computed by dividing the net loss attributable to ECD stockholders’ by the weighted average number of common shares outstanding for the period. Diluted loss per share attributable to ECD stockholders’ reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock or resulted in the issuance of common stock that then shared in the net loss attributable to ECD stockholders’. The following table reconciles the numerator and denominator to calculate basic and diluted loss per share attributable to ECD stockholders’:

		Net Loss
		Attributable
		to ECD
		Stockholders’				Shares				Per Share
		(Numerator)				(Denominator)				Amounts
		(in thousands, except per share amounts)
Three Months Ended September 30, 2010
Basic and diluted loss per share		$	(13,456	)			46,128			$	(0.29	)
Three Months Ended September 30, 2009
Basic and diluted loss per share		$	(11,973	)			42,299			$	(0.28	)

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The following securities would have had an anti-dilutive effect on earnings per share and are therefore excluded from the computations above.

		Three Months Ended
		September 30,
		2010				2009
		(in thousands)
Share-based payment arrangements			1,428				1,311

     As part of the agreement for the Convertible Senior Notes (“Notes”) issued in June 2008, the Company also issued 3,444,975 shares as part of a “share-lending” arrangement with the underwriter. The purpose of the share-lending agreement is to facilitate transactions which allow the investors in the Notes to hedge their investments in the Notes. The underwriter received all proceeds from any sale of shares pursuant to the share lending agreement. The shares must be returned to the Company no later than the maturity date of the Notes. These shares are considered issued and outstanding and have all the rights of any holder of the Company’s common stock. However, because the shares must be returned to the Company, the shares are not considered outstanding for purposes of calculating earnings per share.

     The Notes are only convertible prior to March 15, 2013 under specific circumstances involving the price of the Company’s common stock, the price of the Notes, and certain corporate transactions including, but not limited to, an offering of common stock at a price less than market, a distribution of cash or other assets to stockholders, a merger, consolidation or other share exchange, or a change in control. The holders of the Notes may convert the principal amount of their notes into cash and, with respect to any amounts in excess of the principal amount, if applicable, shares of the Company’s common stock initially at a conversion rate of 10.8932 shares (equivalent to an initial conversion price of approximately $91.80 per share) per $1,000 principal amount of the Notes. The holders of the Notes are only entitled to amounts in excess of the principal amount if shares of the Company’s common stock exceed a market price of $91.80 for a period of 20 consecutive trading days during the applicable cash settlement averaging period. During the three months ended September 30, 2010 and 2009, the Company’s common stock price did not exceed the conversion price. Therefore, there are no contingently issuable shares to include in the diluted earnings per share calculation.

Note 3 — Supplemental Cash Flow Information

     Supplemental disclosures of cash flow information are as follows:

		Three Months Ended
		September 30,
		2010				2009
		(in thousands)
Supplemental disclosures:
Cash paid for interest, including capitalized interest		$	849			$	680
Cash paid for income taxes			36				6
Decrease in accounts payable for capital expenditures			4,679				3,845
Non-cash transactions:
Capital lease obligations incurred to finance capital equipment			—				50

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4 — Acquisition

     On August 19, 2009, the Company acquired 100% of the outstanding common shares of SIT, a Los Angeles-based company that manufactures, designs and installs building integrated photovoltaic roofing systems for commercial rooftops. The acquisition is an important element of the Company’s future growth plan as it transitions from manufacturing and selling a product to a company that provides complete solar solutions, project implementation and value-added services. The Company expects to enhance its downstream presence by combining its strengths as a product innovator with the proven installation expertise and global footprint of SIT. The acquisition also strengthens and diversifies the Company’s business.

     The Company paid 6.75 pence per share, or approximately $11.3 million cash consideration for all of outstanding shares of SIT. The Company also recognized a gain of $0.4 million due to the effective settlement of the Company’s and SIT’s preexisting contractual supply relationship. The gain was determined using a discounted cash flow analysis and was recorded in “Selling, general and administrative” expenses in the Company’s Consolidated Statements of Operations. The Company incurred $3.0 million of acquisition-related costs during the quarter ended September 30, 2009 which are included in “Selling, general and administrative” expenses in the Company’s Consolidated Statements of Operations.

Purchase Price Allocation

     The following table summarizes the final amounts of assets acquired and liabilities assumed recognized at the acquisition date.

		(in thousands)
Cash		$	9,180
Accounts receivable			9,962
Inventory			24,031
Other current assets			2,372
Long-term receivables			11,769
Property, plant and equipment			2,030
Other long-term assets			2,010
Identifiable intangible assets			2,780
Goodwill			35,299
Warranty liability			(38,548	)
Current liabilities			(27,293	)
Long-term liabilities			(21,913	)
Total net assets acquired		$	11,679

     The fair value of the accounts receivable acquired was $10.0 million. The gross contractual amount due is $10.0 million, of which an insignificant amount is expected to be uncollectible. In addition, sales-type lease receivables with a fair value of $12.7 million were acquired. The gross contractual amount due is $18.8 million. A liability of $38.5 million has been recognized for estimated warranty claims on products sold by SIT.

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Results of operations for SIT are included in the Company’s consolidated financial statements beginning August 19, 2009. The unaudited pro forma combined historical results for the amounts of SIT’s revenue and earnings that would have been included in the Company’s Consolidated Statements of Operations had the acquisition date been July 1, 2009 is as follows:

		Three Months Ended
		September 30, 2009 (1)
		(in thousands, except per share amounts)
Pro Forma Information
Revenues		$	47,838
Net loss attributable to ECD stockholders’			(15,640	)
Loss per share			(0.37	)
Diluted loss per share			(0.37	)

     The pro forma information includes adjustments for depreciation and the effect of the amortization of intangible assets recognized in the acquisition, along with intercompany elimination entries. This pro forma information is not necessarily indicative of future operating results.

Goodwill and Intangible Assets

     In conjunction with the SIT acquisition, goodwill of approximately $35.3 million was recorded and consisted largely of the synergies and economies of scale from combining the operations of the Company and SIT. All of the goodwill has been allocated to the Company’s United Solar Ovonic Segment. It is estimated that none of the goodwill recognized will be deductible for income tax purposes.

     In addition, intangible assets with a fair value of $2.8 million were recorded, including trade name intangible assets with an indefinite life of $1.1 million. Amortization expense was $0.1 million for the three months ended September 30, 2009.

     During the third quarter of fiscal year 2010, changing market conditions, losses incurred to-date and the increased near-term capacity anticipated from our Technology Roadmap developed during the third quarter, caused us to evaluate the recoverability of our long-lived assets and goodwill. As a result, we wrote off all of our goodwill and intangible assets.

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5 — Investments

Short-Term Investments

     The following schedule summarizes the unrealized gains and losses on the Company’s short-term investments:

		Amortized				Gross Unrealized								Estimated
		Cost				Gains				Losses				Fair Value
		(in thousands)
September 30, 2010
Corporate bonds		$	118,092			$	350			$	(1,050	)		$	117,392
Commercial paper			6,979				5				(9	)			6,975
U.S. Government securities			1,002				—				—				1,002
		$	126,073			$	355			$	(1,059	)		$	125,369
June 30, 2010
Corporate bonds		$	89,935			$	5			$	(1,377	)		$	88,563
U.S. Government securities			11,001				4				—				11,005
Auction rate certificates			14,200				—				(1,731	)			12,469
Auction rate securities rights			—				1,734				—				1,734
		$	115,136			$	1,743			$	(3,108	)		$	113,771

     The following schedule summarizes the contractual maturities of the Company’s short-term investments:

		September 30, 2010								June 30, 2010
		Amortized Cost				Market value				Amortized Cost				Market Value
						(in thousands)
Due in less than one year		$	65,504			$	64,723			$	38,586			$	39,189
Due after one year through five years			60,569				60,646				76,550				74,582
		$	126,073			$	125,369			$	115,136			$	113,771

     The corporate bonds and U.S. government securities are classified as “available-for-sale.” On June 30, 2010, the Company elected its right to sell the remaining ARCs and liquidate its ARSRs. These transactions settled in July 2010.

Note 6 - Sales-Type Lease Receivables

     In 2005 and 2006, SIT entered into Energy Services Agreements (“ESAs”) whereby customers agreed to pay SIT, on a monthly basis over a 20-year period, for the electricity generated from the BIPV roofing systems installed on their buildings. The customers pay for the energy produced by solar systems at a rate specified in each contract. SIT recorded a lease receivable to reflect the future stream of energy services payments from customers over the 20-year period.

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Sales-type lease receivables consisted of the following:

		September 30, 2010
		(in thousands)
Total minimum lease payments receivable		$	17,567
Less: Unearned income			(6,054	)
Net investment in sales-type leases		$	11,513

     Executory costs included in total minimum lease payments were not significant. In addition, no value was assigned to the estimated residual value of the leased equipment due to the 20-year lease term. Future minimum receivables under all noncancelable sales-type leases as of September 30, 2010 are as follows:

Fiscal Year		(in thousands)
2011		$	1,000
2012			1,020
2013			1,040
2014			1,061
2015			1,082
Thereafter			12,364
		$	17,567

Note 7 - Inventories

     Inventories consisted of the following:

		September 30,				June 30,
		2010				2010
		(in thousands)
Finished products		$	31,420			$	27,690
Work in process			17,430				13,905
Raw materials			14,746				19,900
		$	63,596			$	61,495

     Substantially all of the Company’s inventories are included in its United Solar Ovonic Segment. The above amounts are net of a reserve for slow moving and obsolete inventory of $12.9 million and $15.9 million as of September 30, 2010 and June 30, 2010, respectively.

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8 — Liabilities

Warranty Liability

     A summary of the warranty liability is as follows:

		(in thousands)
Liability at June 30, 2010		$	41,335
Warranty expense			1,578
Warranty claims			(1,659	)
Foreign currency impact			864
Liability at September 30, 2010		$	42,118

Other Long-Term Liabilities

     A summary of the Company’s other long-term liabilities is as follows:

		September 30,				June 30,
		2010				2010
		(in thousands)
Structured financing		$	12,717			$	12,929
Long-term retirement			1,608				1,663
Customer deposits			—				120
Deferred patent license fees			3,095				3,333
Deferred revenue and royalties			297				297
Rent payable			1,195				1,145
Other			356				385
		$	19,268			$	19,872

Note 9 — Long-Term Debt

Lines of Credit

     During September 2010, the Company terminated its $30.0 million and $25.0 million secured revolving credit facilities entered into in February 2008 with JP Morgan Chase Bank, N.A. The security provided under the secured revolving credit facility has been released. The secured revolving credit facility was replaced with a Letter of Credit Facility, also with JP Morgan Chase Bank, N.A. Under the Letter of Credit Facility, we may issue up to $25.0 million in letters of credit, which will be secured by cash equal to 102% of the letters of credit exposure. The Letter of Credit Facility matures on February 4, 2013. Letters of credit totaling approximately $8.6 million as of September 30, 2010 were transferred from the cancelled secured revolving credit facility to the new Letter of Credit Facility.

Convertible Senior Notes

     In June 2008, the Company completed an offering of $316.3 million of Convertible Senior Notes (“Notes”). The Notes bear interest at a rate of 3.0% per year, payable semi-annually on June 15 and December 15 of each year, commencing on December 15, 2008. If the Notes are not converted, they will mature on June 15, 2013.

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The Notes are only convertible prior to March 15, 2013 under specific circumstances involving the price of the Company’s common stock, the price of the Notes and certain corporate transactions including, but not limited to, an offering of common stock at a price less than market, a distribution of cash or other assets to stockholders, a merger, consolidation or other share exchange, or a change in control. The holders of the Notes may convert the principal amount of their notes into cash and, if applicable, shares of the Company’s common stock initially at a conversion rate of 10.8932 shares (equivalent to an initial conversion price of approximately $91.80 per share) per $1,000 principal amount of the Notes. The holders of the Notes are only entitled to amounts in excess of the principal amount if shares of the Company’s common stock exceed a market price of $91.80 for a period of 20 consecutive trading days during the applicable cash settlement averaging period.

     During September 2010, the Company entered into exchange agreements with certain holders of the Company’s Notes whereby the Company issued an aggregate of 1,309,263 shares of its common stock in exchange for an aggregate principal amount of $9.1 million held by the holders of the Notes. In connection with this exchange the Company recorded a gain on debt extinguishment of $1.2 million.

     The effective interest rate for the three month periods ended September 30, 2010 and 2009 was 11.0% and 10.4%, respectively. At September 30, 2010 and June 30, 2010, the carrying amount of the conversion option recorded in stockholders’ equity was $81.8 million and $81.9 million, respectively.

     The net carrying amount of the Notes is as follows:

		September 30, 2010				June 30, 2010
		(in thousands)
Outstanding principal		$	284,153			$	293,250
Less: unamortized discount			44,508				49,596
Net carrying amount		$	239,645			$	243,654

     The gross interest expense recognized is as follows:

		Three Months Ended
		September 30,
		2010				2009
		(in thousands)
Contractual interest		$	2,199			$	2,372
Amortization of discount			3,663				3,599
Amortization of debt issue costs			579				516
Gross interest expense recognized		$	6,441			$	6,487

     The Company adopted the provisions of ASC 470-20 on July 1, 2010, with retrospective application to prior periods. (See Note 1 — Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies for additional information). As part of the agreement for the Notes issued in June 2008, the Company also issued 3,444,975 shares as part of a “share-lending” arrangement with the

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

underwriter. The shares issued as part of the share lending arrangement coincide with the Notes term and will terminate on June 15, 2013. The fair value of the outstanding loaned shares as of September 30, 2010 and June 30, 2010 was $17.3 million and $14.1 million, respectively. The Company recognized debt issuance costs of $5.5 million which are amortized using the effective interest method over the life of the financing arrangement as interest cost and are included in “Other assets” in the Company’s Consolidated Balance Sheets. The Company has $3.7 million and $3.9 million of unamortized issuance costs associated with the share-lending arrangement as of September 30, 2010 and June 30, 2010, respectively. In addition, the Company recognized an additional $0.2 million of interest costs relating to the amortization of the issuance costs associated with the share lending arrangement for both of the periods ended September 30, 2010 and 2009, respectively. The counterparty to the share lending agreement is required to provide collateral at least equal to 100% of the market value of the loaned shares when the rating from Standard and Poor’s Ratings Group for its indebtedness falls below A-. No collateral was required as of September 30, 2010.

Note 10 — Commitments and Contingencies

     The Company is subject to certain legal actions and claims arising in the ordinary course of business, including, without limitation, commercial disputes, intellectual property matters, personal injury claims, tax claims and employment matters. Although the outcome of any legal matter cannot be predicted with certainty, management does not believe that any of these legal proceedings or matters will have a material adverse effect on the consolidated financial position, results of operations, or liquidity of the Company.

Note 11 — Restructuring Charges

     The Company has incurred ongoing restructuring charges to better align operating expenses with near-term revenue expectations. In September 2010, the Company incurred additional restructuring charges as part of its manufacturing capacity realignment. The Company estimates that it will incur total restructuring costs of $0.5 million, all of which was recognized during the three months ended September 30, 2010 and was primarily related to employee severance. The restructuring is expected to be completed in the second quarter of fiscal year 2011. The restructuring charges were primarily incurred in the United Solar Ovonic segment.

     A summary of the Company’s restructuring liability is as follows:

		Employee-Related				Other
		Expenses				Expenses				Total
		(in thousands)
Balance June 30, 2010		$	3,311			$	—			$	3,311
Charges			473				18				491
Utilization or payment			(1,800	)			(18	)			(1,818	)
Balance September 30, 2010		$	1,984			$	—			$	1,984

Note 12 — Share-Based Compensation

     The Company records the fair value of stock-based compensation grants as an expense. Total share-based compensation expense for the three month periods ended September 30, 2010 and 2009 was $0.9 million and $1.1 million, respectively.

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Options

     In order to determine the fair value of stock options on the date of grant, the Company applies the Black-Scholes option-pricing model. Inherent in this model are assumptions related to expected stock-price volatility, option life, risk-free interest rate and dividend yield. While the risk-free interest rate and dividend yield are less subjective assumptions, typically based on factual data derived from public sources, the expected stock-price volatility and option life assumptions require a greater level of judgment.

     The Company uses an expected stock-price volatility assumption that is based on historical implied volatilities of the underlying stock which is obtained from public data sources. The risk-free interest rate is based on the yield of U.S. Treasury securities with a term equal to that of the option. With regard to the weighted-average option life assumption, the Company considers the exercise behavior of past grants and models the pattern of aggregate exercises. Patterns are determined on specific criteria of the aggregate pool of optionees. Forfeiture rates are based on the Company’s historical data for stock option forfeitures.

     A summary of the transactions during the three months ended September 30, 2010 with respect to the Company’s stock options is as follows:

										Aggregate Intrinsic
						Weighted-Average				Value (1)
		Shares				Exercise Price				(in thousands)
Outstanding at June 30, 2010			864,849			$	25.06			$	—
Granted			—				—
Exercised			—				—				—
Expired			(15,625	)			24.94
Forfeited			(4,988	)			46.62
Outstanding at September 30, 2010			844,236				24.94				—

The table below sets forth stock options exercisable:

Weighted-

Average

Weighted-

Aggregate

Contractual

Average

Intrinsic

Life

Exercise

Value (1)

Remaining

Shares

Price

(in thousands)

in Years

Exercisable at September 30, 2010

740,913

$

23.60

$

—

2.73

Exercisable at June 30, 2010

726,944

22.75

—

2.80

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     As of September 30, 2010, there was $1.0 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plan. The cost is expected to be recognized over a weighted-average period of 1.3 years.

Restricted Stock Awards

     Restricted stock awards (“RSAs”) consist of shares of common stock the Company issued to employees and nonemployee directors. Upon issuance, RSAs become outstanding and have voting rights. The shares issued to employees are subject to forfeiture and to restrictions which limit the sale or transfer during the restriction period. The fair value of the RSAs is determined on the date of grant based on the market price of the Company’s common stock and is recognized as compensation expense. The value of RSAs granted to employees is amortized over their three-year vesting period, while the value of RSAs granted to nonemployee directors is amortized over a two- to nine-year vesting period.

     Information concerning RSAs awarded during the three month period ended September 30, 2010 is as follows:

		Number of				Weighted-Average
		Shares				Grant Date Fair Value
Nonvested at June 30, 2010			101,668			$	31.14
Awarded			—				—
Vested			—				—
Forfeited			(1,435	)			20.81
Released from restriction			(30,285	)			25.76
Nonvested at September 30, 2010			69,948				33.68

     As of September 30, 2010, there was $2.1 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plan. The cost is expected to be recognized over a weighted-average period of 1.4 years.

Restricted Stock Units “RSUs”

     RSUs settle on a one-for-one basis in shares of the Company’s common stock and vest in accordance with the terms of the 2006 Stock Incentive Plan or the Executive Severance Plan and the 2009 Long Term Incentive Plan (collectively the “Plans”), as applicable. On September 30, 2009, the Company’s Board of Directors approved an offer to exchange approximately 98,000 previously issued RSUs for new RSUs on a one-for-one basis.

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The fair value of the RSUs is determined on the date of grant based on the market price of the Company’s common stock and is recognized as compensation expense. Information concerning RSUs awarded during the three month period ended September 30, 2010 is as follows:

						Weighted-Average
		Number of				Grant Date
		Shares				Fair Value
Nonvested at June 30, 2010			309,622			$	18.57
Awarded			399,500				3.95
Vested			—				—
Forfeited			(132,570	)			12.52
Released from restriction			(1,070	)			4.59
Nonvested at September 30, 2010			575,482				9.84

     As of September 30, 2010, there was $1.7 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plans. The cost is expected to be recognized over a weighted-average period of 2.6 years.

Note 13 — Fair Value Measurements

     Financial instruments held by the Company include corporate bonds, U.S. government securities, and money market funds. The Company measures certain financial assets at fair value on a recurring basis, including cash equivalents and available-for-sale securities. The fair value of these financial assets was determined based on observable and unobservable inputs.

     Observable inputs consist of market data obtained from independent sources while unobservable inputs reflect the Company’s own market assumptions. These inputs create the following fair value hierarchy:

	•		Level 1 — Quoted prices in active markets for identical assets or liabilities
	•		Level 2 — Valuations based on quoted prices in markets that are not active, quoted prices for similar assets or liabilities or all other inputs that are observable
	•		Level 3 — Unobservable inputs for which there is little or no market data which require the Company to develop its own assumptions

     If the inputs used to measure the fair value of a financial instrument fall within different levels of the hierarchy, the financial instrument is categorized based upon the lowest level input that is significant to the fair value measurement.

     Whenever possible, the Company uses quoted market prices to determine fair value. In the absence of quoted market prices, the Company uses independent sources and data to determine fair value. At September 30, 2010, the fair value of the Company’s investments in corporate bonds, U.S. government securities, and money market funds was determined using quoted prices in active markets. The carrying values of the Company’s cash, cash equivalents, short-term investments, accounts receivable, and accounts payable approximate their fair values. The fair value of the derivative instruments recorded in

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the Company’s Consolidated Balance Sheets as of September 30, 2010 was not significant. The fair value of the Company’s convertible senior notes was estimated at $196.1 million as of September 30, 2010 using level 1 inputs. In addition, the fair value of the Company’s outstanding loaned shares related to the share-lending agreement was estimated at $17.3 million as of September 30, 2010 using level 1 inputs.

     Information regarding the Company’s assets measured at fair value is as follows:

		As of September 30, 2010
														Total Fair Value
		Fair Value Measurements at												and Carrying
		Reporting Date Using												Value on our
		Level 1				Level 2				Level 3				Balance Sheet
		(in thousands)
Investments in corporate bonds		$	117,392											$	117,392
Investments in commercial paper			6,975												6,975
Investments in U.S. government securities			1,002												1,002
Investments in money market funds			52,141												52,141

		As of June 30, 2010
														Total Fair Value
		Fair Value Measurements at												and Carrying
		Reporting Date Using												Value on our
		Level 1				Level 2				Level 3				Balance Sheet
		(in thousands)
Auction rate certificates										$	12,469			$	12,469
Auction rate securities rights											1,734				1,734
Investments in corporate bonds		$	88,563												88,563
Investments in U.S. government securities			11,005												11,005
Investments in money market funds			59,375												59,375

     The following table presents the changes in Level 3 assets for the period ended September 30, 2010:

		Auction Rate				Auction Rate
		Certificates				Securities Rights
		(in thousands)
Balance at June 30, 2010		$	12,469			$	1,734
Redeemed by UBS			(14,200	)			—
Net gain (loss) recognized in earnings			1,731				(1,734	)
Balance at September 30, 2010		$	—			$	—

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 14 — Income Taxes

     The net tax expense of $0.2 million for the three months ended September 30, 2010 primarily relates to the Company’s non-U.S. operations.

     At September 30, 2010, the Company had a net deferred tax asset of $1.1 million resulting from the release of the valuation allowance in the second quarter of fiscal 2010 on the realizable portion of its net deferred tax assets.

     Included within the Company’s net operating losses (“NOLs”) of $422.8 million, are acquired NOLs of approximately $61.7 million in connection with the acquisition of SIT. Section 382 and 383 of the Internal Revenue Code limits the utilization of these NOLs and certain other tax attributes. These provisions apply after a Company has undergone an ownership change and is based on the value of the stock of the acquired loss corporation before the ownership change times a long-term tax exempt rate, a rate published by the Internal Revenue Service (“IRS”). The estimated annual limitation of the acquired SIT NOLs is approximately $0.5 million.

     The Company has a full valuation allowance against its remaining net deferred tax assets of $302.3 million (consisting primarily of U.S. net operating loss carryforwards which expire in various amounts between the current year and 2030, and basis differences in property, plant and equipment and intangible assets). Based on the Company’s operating results for the preceding years, it was determined that it was more likely than not that the deferred tax assets would not be realized.

Note 15 — Variable Interest Entity

     A variable interest entity (“VIE”) is an entity that by design has (i) insufficient equity to permit it to finance its activities without additional subordinated financial support or (ii) equity holders that lack the characteristics of a controlling financial interest. VIE’s are consolidated by the primary beneficiary, which is the entity that has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity that potentially could be significant to the entity. Variable interests in a VIE are contractual, ownership, or other financial interests in a VIE that change with changes in the fair value of the VIE’s net assets.

     In 2010, the Company entered into a development loan agreement and a development services agreement with Winch Energia S.R.L. and its affiliates (collectively, “Winch”) whereby it would fund Winch’s acquisition of development rights for solar installation projects in Italy and France. As part of these agreements, the Company provides Winch with the funding necessary to procure the development rights and defray third party development expenditures through the time permanent financing is obtained. The Company will also procure the solar modules for the projects. Winch manages the development of the solar projects, arranges the construction debt financing and procures the turnkey Engineering, Procurement and Construction (“EPC”) contractor, who will install the solar modules procured by the Company. In the event of a loan default, the Company may request that the Winch shareholders transfer 100% of their equity interests to it for a fee of 1 Euro. If this provision is enforced and the Company realizes the value of its loan by selling or otherwise monetizing the development rights, the net proceeds (after deducting costs, interest, and other amounts owed to it) are to be remitted to Winch. As of September 30, 2010 and June 30, 2010 the balance of the outstanding loan was $17.4 million and $14.2 million, respectively. The loan bears interest at 5% per annum and the Company will also receive a fee

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

equivalent to a 10% annual interest rate on the outstanding borrowings under the loan as compensation for services provided to support the development of the projects. These amounts are payable upon maturity of the development loan.

     The Company determined Winch was a VIE because its equity investment at risk is insufficient to permit it to finance its activities without additional financial support. As a result of a qualitative and quantitative analysis of Winch, the Company determined it was the primary beneficiary of the VIE because it has the power to direct the activities that most significantly impact Winch’s economic performance and it is expected to absorb a majority of Winch’s expected losses, should losses be incurred. Although the Company is the primary beneficiary, Winch has not been consolidated because it is not material to the Company’s results of operations, financial condition, or liquidity as of and for the period ended September 30, 2010. The Winch VIE had assets of $19.3 million and an insignificant amount of liabilities (other than amounts owed to the Company).

Note 16 — Business Segments

     The Company has two segments, United Solar Ovonic and Ovonic Materials. The Company includes SIT in its United Solar Ovonic segment.

     The following table lists the Company’s segment information and reconciliation to the Company’s consolidated financial statement amounts. The grouping “Corporate and Other” below does not meet the definition of an operating segment as it contains the Company’s headquarter costs, consolidating entries, and the Company’s investments in joint ventures, which are not allocated to the above segments; however, it is included below for reconciliation purposes only.

		United
		Solar				Ovonic				Corporate
		Ovonic				Materials				and Other				Total
		(in thousands)
Three Months Ended September 30, 2010
Revenues		$	65,284			$	3,061			$	52			$	68,397
Operating (loss) income			(4,486	)			1,824				(5,363	)			(8,025	)
Three Months Ended September 30, 2009
Revenues			39,520				3,405				19				42,944
Operating (loss) income			(1,714	)			1,605				(8,169	)			(8,278	)

Note 17 — Litigation

     On July 13, 2009, Ovonic Battery Company (“OBC”), a majority-owned subsidiary of the Company, and Chevron Technology Ventures LLC (“CTV”) completed a sale of 100% of the membership interests in Cobasys to SB LiMotive Co. Ltd. for $1. In connection with the sale of Cobasys, the Amended and Restated Operating Agreement dated July 2, 2004 was terminated effective as of the transaction date. Termination of the Operating Agreement was effectuated by a Termination Agreement dated as of the transaction date. This transaction coincides with settlement of a pending lawsuit against Cobasys filed in August 2008 by Mercedes-Benz U.S. International, Inc. (“MBUSI”). In connection with settling the lawsuit, OBC paid MBUSI $1.1 million from the $1.3 million in royalties distributed to it by Cobasys and

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

entered into a mutual release with MBUSI of all Cobasys-related claims. In addition, Cobasys restructured its intellectual property licenses with the Company and OBC so that OBC has royalty-free, exclusive rights to the technology for defined non-transportation uses and Cobasys has royalty-free exclusive rights for defined transportation uses.

     In connection with these transactions, OBC, CTV and the Company settled and jointly dismissed their pending arbitration without any finding of financial liability. These parties entered into mutual releases and agreed to the terms of the Cobasys sale transaction. In July 2009, the Company recorded the $1.3 million received in connection with this settlement as a “Distribution from joint venture” and the $1.1 million paid to MBUSI as “Selling, general and administrative” expenses.

Item 2 : Management’s Discussion and Analysis of Financial Condition and Results of Operations

     This section summarizes significant factors affecting the Company’s consolidated operating results, financial condition and liquidity for the three month period ended September 30, 2010. The Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) included in the Report should be read in conjunction with the MD&A included in our Annual Report on Form 10-K for the year ended June 30, 2010 as filed with the Securities and Exchange Commission and with the Company’s Consolidated Financial Statements and related notes appearing elsewhere in this Report.

Overview

     We design, manufacture and sell photovoltaic (“PV”) products, known as PV or solar laminates that generate clean, renewable energy by converting sunlight into electricity. We also receive fees and royalties from licensees of our nickel metal hydride (“NiMH”) battery technology and sell high performance nickel hydroxide used in NiMH batteries, and receive funds for product development agreements under government sponsored programs.

     In August 2009, we acquired SIT, a company that manufactures, designs, and installs building integrated PV systems for commercial rooftops. As a result of this acquisition, we are transitioning our business from focusing primarily on manufacturing and selling our PV products to providing complete solar solutions, project implementation and value-added services. The SIT business is included in our United Solar Ovonic segment, which represents more than 90% of our revenues.

     We continue to adjust our production in our United Solar Ovonic segment and reduce costs to respond to near-term market conditions and improve our overall competitiveness. We have incurred restructuring expenses, including expenses of approximately $0.6 million in the three months ended September 30, 2010, as a result of certain of these activities and may incur additional restructuring expenses as we pursue further cost reduction activities in the future. We have also recognized under-absorption of overhead costs, and associated period costs, resulting from our production adjustments and may recognize similar costs in the future if we do not sustainably operate our facilities at full productive capacity. In addition, in August 2010, we announced a plan to realign our solar manufacturing capacity in our United Solar Ovonic segment among our existing facilities as part of our overall cost reduction activities. Effective in the fall of 2010, we will shift certain final assembly operations from our Auburn Hills, Michigan campus to our Tijuana, Mexico facility. We will continue to manufacture our proprietary solar cells at the Auburn Hills campus and continue to refine our production plans as we implement our Technology Roadmap designed to increase the conversion efficiency of our PV laminates and substantially reduce our cost per watt during fiscal year 2011.

Key Indicators of Financial Condition and Operating Performance

     In evaluating our business, we use product and system sales, gross profit, pre-tax income, earnings per share, net income, cash flow from operations and other key performance metrics. We also use production and shipments, measured in megawatts (“MW”), and gross margins on product sales as key performance metrics for our United Solar Ovonic segment, particularly in connection with the manufacturing operations in this segment. During the quarter ended September 30, 2010, we produced 33.6 MW compared to 33.2 MW for the same period in 2009.

Results of Operations

Three Months Ended September 30, 2010 Compared to Three Months Ended September 30, 2009

United Solar Ovonic Segment

		Three Months Ended
		September 30,
		2010				2009
		(in thousands)
REVENUES
Product sales		$	53,260			$	33,536
System sales			11,650				2,567
Revenues from product development agreements			374				3,417
TOTAL REVENUES			65,284				39,520
EXPENSES
Cost of product sales			44,919				23,595
Cost of system sales			10,555				3,726
Cost of revenues from product development agreements			89				2,880
Product development and research			1,862				1,526
Preproduction costs			64				10
Selling, general and administrative			11,644				7,862
Loss on disposal of property, plant and equipment			43				974
Restructuring charges			594				661
TOTAL EXPENSES			69,770				41,234
OPERATING LOSS		$	(4,486	)		$	(1,714	)

     Total revenues for the three months ended September 30, 2010 were $65.3 million, an increase of $25.8 million or 65.2%, compared to the same period in 2009. This increase in total revenues was primarily due to $9.1 million in system sales and $19.7 million in product sales, offset by $3.0 million in expenses from product development agreements due to an accounting reclassification. See Note 1 “Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies” paragraph “Revenues from Product Development Agreements” to our Notes to the Consolidated Financial Statements for additional information. The $19.7 million in product sales is comprised of an increase of $25.6 million due to higher sales volume, offset by $5.9 million due to lower average selling prices.

     Cost of product sales for the three months ended September 30, 2010 was $44.9 million, an increase of $21.3 million or 90.4%, compared to the same period in 2009. The increase was primarily due to $28.9 million comprised of increased sales volume and an unfavorable change in product mix and $0.8 million in increased warranty costs, offset by $5.1 million due to improved manufacturing efficiencies and $3.3 million of lower depreciation expense due to the impairment recorded in the third quarter of 2010.

     Cost of system sales for the three months ended September 30, 2010 was $10.6 million, an increase of $6.8 million or 183.3%, compared to the same period in 2009. The increase was primarily due to the completion of a large scale job in Italy.

     The combined cost of revenues from product development agreements and product development and research expenses for the three months ended September 30, 2010 was $2.0 million, a decrease of $2.4 million or 55.7%, compared to the same period in 2009. The decrease was primarily due to lower product

development and research expenses on funded projects. The $3.3 million gross expense in the current quarter was partially offset by $1.3 million of funding from cost sharing agreements. Effective in the first quarter of fiscal year 2011, funding from cost sharing agreements is recorded net with product development and research expenses.

     Selling, general and administrative expenses for the three months ended September 30, 2010 were $11.6 million, an increase of $3.8 million or 48.1%, compared to the same period in 2009. The change is primarily related to a decrease in our allowance for doubtful accounts receivable by $2.5 million in 2009.

     During the three months ended September 30, 2010, we incurred restructuring charges to better align operating expenses with near-term revenue expectations. The $0.6 million of charges were primarily for employee severance. See Note 11 “Restructuring Charges” to our Notes to the Consolidated Financial Statements for additional information.

Ovonic Materials Segment

		Three Months Ended
		September 30,
		2010				2009
		(in thousands)
REVENUES
Product sales		$	137			$	607
Royalties			2,115				1,959
Revenues from product development agreements			453				574
License and other revenues			356				265
TOTAL REVENUES			3,061				3,405
EXPENSES
Cost of product sales			97				512
Cost of revenues from product development agreements			240				400
Product development and research			537				720
Selling, general and administrative expenses			363				168
TOTAL EXPENSES			1,237				1,800
OPERATING INCOME		$	1,824			$	1,605

     Total revenues for the three months ended September 30, 2010 were $3.1 million, a decrease of $0.3 million or 10.1%, compared to the same period in 2009. The decrease in total revenues was primarily due to a decrease in sales of nickel hydroxide materials.

     Combined cost of revenues from product development agreements and product development and research expenses were $0.8 million, a decrease of $0.3 million or 30.6%, compared to the same period in 2009. The decrease was due to reduced research and development expenses resulting from the completion of certain product development contracts.

Corporate and Other

     Selling, general and administrative expenses, which consist primarily of corporate operations, including human resources, legal, finance, strategy, information technology, business development, and corporate governance, were $5.6 million for the three months ended September 30, 2010, a decrease of

$2.6 million or 31.7%, compared to the same period in 2009. The decrease was primarily due to costs related to the acquisition of SIT and the divestiture of our minority interest in Cobasys in the prior period.

Other Income (Expense)

     Other expense was $5.3 million for the three months ended September 30, 2010 compared to $4.7 million in the same period in 2009. The $0.6 million increase was principally due to decreased interest expense and foreign currency transaction losses.

Income Taxes

     Income tax expense was $0.2 million for the three months ended September 30, 2010 compared to $0.9 million income tax benefit in the same period in 2009. The increase in income taxes primarily relates to a $1.1 million benefit for certain refundable research and development tax credits recorded by the Company during September 2009 that were not available in the current period. The Internal Revenue Service has not extended the election under IRC Section 168(k)(4) to monetize these credits as of September 30, 2010.

Liquidity and Capital Resources

     Our principal sources of liquidity are cash, cash equivalents and short-term investments. We believe that cash, cash equivalents and investments will be sufficient to meet our liquidity needs for our current operations. At September 30, 2010, we had consolidated net working capital of $267.5 million, including $194.3 million in cash, cash equivalents, and short-term investments consisting of Floating Rate Corporate Notes (“FRNs”), corporate notes, and U.S. Government agency notes.

Cash Flows

     Net cash provided by (used in) operating activities increased $45.1 million to $19.2 million for the three months ended September 30, 2010 from $(25.9) million for the three months ended September 30, 2009. This increase was driven by $52.3 million of favorable changes in net working capital, specifically due to inventory, accounts receivable, and accounts payable offset by $7.2 million of our net income (loss) adjusted for non-cash items.

     Net cash (used in) provided by investing activities decreased $57.2 million to $(27.6) million for the three months ended September 30, 2010 from $29.6 million for the three months ended September 30, 2009. This decrease was principally due to increased purchases of investments of $45.5 million, development loans of $3.3 million, offset by reduced proceeds from maturities and sales of our investments of $10.4 million.

     Net cash used in financing activities decreased $5.5 million to $0.4 million for the three months ended September 30, 2010 from $5.9 million for the three months ended September 30, 2009. This decrease was principally due to the $5.7 million repayment of the revolving credit facility made in the prior year.

Short-term Borrowings

     During September 2010, we terminated our $30.0 million and $25.0 million secured revolving credit facilities entered into in February 2008 with JP Morgan Chase Bank, N.A. The security provided under the secured revolving credit facility has been released. The secured revolving credit facility was replaced

with a Letter of Credit Facility, also with JP Morgan Chase Bank, N.A. Under the Letter of Credit Facility, we may issue up to $25.0 million in letters of credit, which will be secured by cash equal to 102% of the letters of credit exposure. The Letter of Credit Facility matures on February 4, 2013. Letters of credit totaling approximately $8.6 million as of September 30, 2010 were transferred from the cancelled secured revolving credit facility to the new Letter of Credit Facility.

Convertible Senior Notes

     Our Convertible Senior Notes (“Notes”) bear interest at a rate of 3.0% per year, payable on June 15 and December 15 of each year. If the Notes are not converted, they will mature on June 15, 2013. The Notes are only convertible prior to March 13, 2013 under specific circumstances involving the price of our common stock, the price of the Notes and certain corporate transactions including, but not limited to, an offering of common stock at a price less than market, a distribution of cash or other assets to stockholders, a merger, consolidation or other share exchange, or a change in control. The holders of the Notes may convert the principal amount of their notes into cash and, if applicable, shares of our common stock initially at a conversion rate of 10.8932 shares (equivalent to an initial conversion price of approximately $91.80 per share) per $1,000 principal amount of the Notes. The holders of the Notes are only entitled to amounts in excess of the principal amount if shares of our common stock exceed a market price of $91.80 for a period of 20 consecutive trading days during the applicable cash settlement averaging period. The applicable conversion rate will be subject to adjustments in certain circumstances. The notes are senior unsecured obligations of ECD and rank equal in right of payment with any future senior unsecured debt of ECD, and senior in right of payment to all of ECD’s existing and future debt, if any, that is subordinated to the Notes.

     In September 2010, we entered into exchange agreements with certain holders of our Notes whereby we issued an aggregate of 1,309,263 shares of common stock in exchange for an aggregate principal amount of $9.1 million of the Notes. In connection with this exchange we recorded a gain on debt extinguishment of $1.2 million. During fiscal year 2011 we expect to pursue additional debt-for-equity exchanges and other transactions to reduce the outstanding principal of our Notes prior to their maturity.

Significant Accounting Policies and Critical Accounting Estimates

     Our significant accounting policies and critical accounting estimates are disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010. In addition, new accounting policies adopted during the period are disclosed in Note 1 “Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies.”

Forward-Looking Statements

     This Quarterly Report on Form 10-Q includes “forward-looking statements” that involve risks and uncertainties. These forward-looking statements are made pursuant to 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 sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information. When used in this report, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “foresees,” “likely,” “may,” “should,” “goal,” “target” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon information available to us on the date of this report.

     These forward-looking statements 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, including, among other things, the matters discussed in Item 1A “Risk Factors,” of this report and in our Annual Report on Form 10-K for fiscal year ended June 30, 2010, and in other filings with the SEC from time to time. Any or all of these factors could cause our actual results and financial or legal status for future periods to differ materially from those expressed or referred to in any forward-looking statement. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements. Forward-looking statements speak only as of the date on which they are made. Except as required by law, we undertake no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

     There may be other factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements. We undertake no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events, except as required by law.

Item 3 : Quantitative and Qualitative Disclosures about Market Risk

     The following discussion about our exposure to market risk of financial instruments contains forward-looking statements. Actual results may differ materially from those described.

Interest Rate Risk

     Our investments in financial instruments are comprised of debt securities. All such instruments are classified as securities available-for-sale. We do not invest in portfolio equity securities, or commodities, or use financial derivatives for trading purposes. Our debt security portfolio (corporate notes, commercial paper and U.S. Government agency notes) represents funds held temporarily, pending use in our business and operations. We had $125.4 million of these investments as of September 30, 2010. It is our policy that investments shall be rated “A” or higher by Moody’s or Standard and Poor’s, no single investment (excluding cash equivalents) shall represent more than 10% of the portfolio and at least 10% of the total portfolio shall have maturities of 90 days or less. Our market risk primarily relates to the risks of changes in the credit quality of issuers. An interest rate increase or decrease of 1% would increase or decrease the value of our portfolio by approximately $1.2 million as of September 30, 2010.

Foreign Exchange Risk

     We primarily conduct our business in U.S. Dollars, which may impact our foreign customers and suppliers as a result of changes in currency exchange rates. These factors may adversely impact our existing or future sales agreements and require us to reallocate product shipments or pursue other remedies.

     The majority of SIT’s sales in Europe are denominated in Euros while the related costs of sales are denominated in Euros and U.S. Dollars. For the three month period ended September 30, 2010, an increase or a decrease in exchange rates of 1% would increase or decrease our foreign currency transaction gain by approximately $0.4 million.

     We recognized a net foreign currency transaction loss of an insignificant amount for the three month period ended September 30, 2010 and a gain of $0.7 million for the three month period ended September 30, 2009.

Item 4 : Controls and Procedures

Evaluation of Disclosure Controls and Procedures

     Our Chief Executive Officer and our Chief Financial Officer, with the participation of management, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Report. Based upon this evaluation, we have concluded that our disclosure controls and procedures were effective.

Remediation of Prior Material Weakness in Internal Control Over Financial Reporting

     Our annual report on Form 10-K for the year ended June 30, 2010 disclosed that we had identified a material weakness in internal control over financial reporting relating to inventory accounting. A “material weakness” is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual

or interim financial statements will not be prevented or detected on a timely basis. The material weakness disclosed in our annual report on Form 10-K related to the fact that the control that ensures the accuracy of adjustments to value inventory at actual cost in the financial statements did not operate effectively.

     We have been actively engaged during the quarter developing and implementing remediation efforts to address the material weakness in controls described above. In connection with these efforts, we have simplified the accounting for standard costs and cost variances by increasing automation of the calculation. In addition, we have enhanced our review procedures by performing additional steps evaluating the overall reasonableness of the valuation adjustment.

     Based upon these significant actions taken, as well as the testing and evaluation of the effectiveness of this enhanced control, we have concluded the material weakness relating to inventory accounting disclosed in our Form 10-K for the year ended June 30, 2010 has been remediated as of September 30, 2010.

Changes in Internal Control over Financial Reporting

     The only changes in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting are described above under the heading “Remediation of Prior Material Weakness in Internal Control Over Financial Reporting.”

PART II — OTHER INFORMATION

Item 1 : Legal Proceedings

     We are involved in certain legal actions and claims arising in the ordinary course of business, including, without limitation, commercial disputes, intellectual property matters, personal injury claims, tax claims and employment matters. Although the outcome of any legal matter cannot be predicted with certainty, we do not believe that any of these other legal proceedings or matters in which we are currently involved, either individually or in the aggregate, will have a material adverse effect on our business, liquidity, consolidated financial position or results of operations.

Item 1A: Risk Factors

     There were no material changes from the risk factors previously disclosed in “Item 1A: Risk Factors,” included in our Annual Report on Form 10-K for the year ended June 30, 2010.

Item 2 : Unregistered Sales of Equity Securities and Use of Proceeds

     During September 2010, we entered into exchange agreements with certain holders of our convertible senior notes whereby we issued an aggregate of 1,309,263 shares of our common stock in exchange for an aggregate principal amount of $9.1 million of the convertible senior notes.

Item 3 : Defaults Upon Senior Securities

     Not applicable.

Item 4 : Removed and Reserved

     Not applicable.

Item 5 : Other Information

     Not applicable.

Item 6:		Exhibits
31.1		Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

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