- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
18 October 2010 - 9:39PM
Edgar (US Regulatory)
Issuer Free Writing
Prospectus dated October 18, 2010
Filed Pursuant to Rule 433
Registration No. 333-165478
(Relating to the Prospectus
Supplement dated October 18, 2010
and the Prospectus dated May 12,
2010)
SATCON
®
ANNOUNCES PRELIMINARY THIRD QUARTER 2010
FINANCIAL RESULTS AND LAUNCH OF PUBLIC OFFERING
·
Quarterly Revenues Increase Over 450%, with Gross Margins on
Target
·
Current Backlog Exceeds $124 million
·
Company Provides Guidance for Q4 2010
·
Company Announces Proposed Public Offering of Shares of
Common Stock
·
Company Announces Agreement Regarding Conversion of Series C
Preferred Stock to Common Stock
Boston, Massachusetts October 18,
2010 - Satcon Technology Corporation
®
(NASDAQ CM:SATC), a leading provider of
utility-grade power conversion solutions for the renewable energy market, today
provided preliminary unaudited financial results for revenue, gross margin,
operating profit and net income for the Companys third quarter ended September 30,
2010 in advance of its earnings call scheduled for October 28, 2010.
For the third quarter of 2010,
Satcon expects to report revenues of between $56 million and $58 million, an
increase of over 450% from its revenues for the comparable period last year,
and ahead of its earlier provided guidance of quarterly revenues of between $43
million and $47 million for the period.
Satcons revenues for the nine months ended September 30, 2010 were
in the range of $98 million to $100 million, an increase of approximately 220%
from the Companys revenues during the same nine-month period during fiscal
2009. Satcon also expects to report a
gross margin percentage for the third quarter of 2010 of between 26% and 28%,
which percentage would be in line with its previous guidance. Satcon anticipates it will report positive
operating income for the third quarter of 2010.
The Companys positive operating
income for the third quarter does not reflect the impact of interest, taxes and
other non-operating expenses, as well as non-cash charges such as foreign
exchange gains or losses, changes in the fair value of outstanding warrants,
and dividends and accretion of Series C preferred stock. Satcon expects that the net impact of these
non-operating charges will result in a net loss attributable to common
stockholders for the third quarter of between $0.02 and $0.03 per share.
In addition, Satcon reported that
its bookings recorded during the third quarter were approximately $78
million. Satcons bookings through September 30,
2010 total over $200 million, an increase of 465% over bookings recorded during
the same nine-month period last year.
These year-to-date bookings represent over 800 MW of orders for Satcons
products, with 49% of these bookings coming from North America, 28% from Europe
and 23% from Asia.
At October 15, 2010, the
Companys backlog, which consists of purchase orders with customers expected to
be shipped during the balance of 2010 and through September 30, 2011, was
approximately $124 million. Backlog from
North America represented 58% of orders to be delivered, Asia contributed 24%
to the total, while Europe contributed 18%.
Satcon also reported that it expects
its revenues for the fourth quarter of 2010 to be in the range of $70 million
to $75 million and anticipates achieving a gross margin percentage for the
fourth quarter of between 28% and 32%.
To generate cash to fund its continued growth,
the Company also announced that it is offering to sell shares of its common
stock in an underwritten public offering.
The offering is subject to market conditions and there can be no
assurance as to whether or when the offering may be completed, or as to the
actual size or terms of the offering.
Jefferies & Company, Inc. is acting as the sole
book-running manager for the offering.
On October 15, 2010, in order
to simplify its capital structure, the Company entered into an agreement with
RockPort Capital Partners II, L.P. and NGP Energy Technology Partners, L.P.,
the holders of the Companys outstanding Series C Preferred Stock,
pursuant to which Rockport and NGP have agreed to convert their shares of Series C
Preferred Stock into approximately 27,665,859 shares of the Companys common
stock simultaneously with the consummation of the offering described
above. The 27,665,859 shares represent
the number of shares of the Companys common stock underlying the Series C
Preferred Stock pursuant to the existing terms of the Series C Preferred
Stock. To induce the Series C Preferred Stock holders to convert their
shares, the Company will pay the Series C Preferred Stock holders an
aggregate of $1.25 million in cash upon conversion.
The Company has filed a registration
statement (including a prospectus supplement and an accompanying prospectus)
with the Securities and Exchange Commission, or SEC, for the offering to which
this communication refers. Before you
invest, you should read the prospectus supplement and the accompanying
prospectus and other documents the Company has filed or will file with the SEC,
including any free writing prospectus that the Company authorizes for use in
connection with the offering, for more complete information about the Company
and the offering. You may obtain these
documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov
. Alternatively, the Company or the underwriter
for this offering will arrange to send you the prospectus supplement, the
accompanying prospectus and any free writing prospectus that the Company
authorizes for use in connection with the offering, if you request it from
Equity Syndicate Prospectus Department, Jefferies & Company by calling
toll-free at 877-547-6340 or emailing Prospectus_Department@Jefferies.com.
About Satcon
Satcon Technology Corporation is a
leading provider of utility-grade power conversion solutions for the renewable
energy market, enabling the industrys most advanced, reliable, and proven
clean energy alternatives. For more than
ten years, Satcon has designed and delivered advanced power conversion products
that enable large-scale producers of renewable energy to convert the clean
energy they produce into grid-connected efficient and reliable power. To learn more about Satcon, please visit www.Satcon.com.
Safe Harbor
Statements made in this document
that are not historical facts or which apply prospectively are forward-looking
statements that involve risks and uncertainties. These forward-looking statements are
identified by the use of terms and phrases such as will, intends, believes,
expects, plans, anticipates and similar expressions. Investors should not rely on forward-looking
statements because they are subject to a variety of risks and uncertainties and
other factors that could cause actual results to differ materially from the
Companys expectations. Such factors
include whether the Company will be able to deliver sufficient product to meet
its revenue forecast and whether the Company will be able to achieve its
estimated gross margin percentage, each of which is dependent upon the actual
product mix sold, as well as the actual cost of components used in the Companys
products and freight charges. Further,
whether or not the offering described above occurs is dependent on factors such
as market receptivity and the value of the Companys common stock. Additional information concerning risk
factors is contained from time to time in the Companys SEC filings, including
its Annual Report on Form 10-K and other periodic reports filed with the
SEC. Forward-looking statements
contained in this press release speak only as of the date of this release. Subsequent events or circumstances occurring
after such date may render these statements incomplete or out of date. The Company expressly disclaims any
obligation to update the information contained in this release.
Contact
Leah Gibson
Investor Relations
Satcon Technology
Corporation
(617) 897-2400
leah.gibson@Satcon.com
-###-
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