Annual Reports

  • 10-K (Apr 29, 2011)
  • 10-K (Mar 16, 2011)
  • 10-K (Apr 30, 2010)
  • 10-K (Mar 15, 2010)
  • 10-K (Mar 16, 2009)
  • 10-K (Mar 17, 2008)

 
Quarterly Reports

 
8-K

 
Other

Beacon Power 10-K 2010

Use these links to rapidly review the document
TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-K


ý

 

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

For the fiscal year ended December 31, 2009

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 000-31973

Beacon Power Corporation
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  04-3372365
(I.R.S. Employer
Identification No.)

65 Middlesex Road
Tyngsboro, MA
(Address of principal executive offices)

 

01879
(Zip code)

(978) 694-9121
(Registrant's telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act:

Title of each class:   Name of each exchange on which registered:
Common Stock, par value $.01 per share   The NASDAQ Stock Market LLC
(NASDAQ Capital Market)

Preferred Share Purchase Rights

 

The NASDAQ Stock Market LLC
(NASDAQ Capital Market)

Securities registered pursuant to Section 12(g) of the Act: None

          Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

          Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

          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 ý    No o

          Indicate by check mark whether the registrant has submitted electronically and posted on it 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 such shorter period that the registrant was required to submit and post such files). Yes o    No o

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a "smaller reporting company" per rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer ý   Non-accelerated filer o
(Do not check if a smaller reporting company)
  Smaller reporting company o

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

          As of June 30, 2009 the market value of the voting and non-voting common stock of the registrant held by non-affiliates of the registrant was $89,681,703. In determining the market value of non-affiliated voting stock, shares of the registrant's common stock beneficially owned by each executive officer, director and any known person to be the beneficial owner of more than 20% of the registrant's voting stock have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

          The number of shares of the Registrant's common stock, par value $.01 per share, outstanding as of March 10, 2010 was 176,753,136.

DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the definitive Proxy Statement for Beacon Power Corporation's Annual Meeting of Stockholders, to be filed no later than April 30, 2010 for the year ended December 31, 2009, are incorporated by reference into Part III of this Form 10-K.



TABLE OF CONTENTS

PART I

    -1-  
 

Item 1.

 

Business

    -1-  
 

Item 1A.

 

Risk Factors

    -20-  
 

Item 1B.

 

Unresolved Staff Comments

    -29-  
 

Item 2.

 

Properties

    -29-  
 

Item 3.

 

Legal Proceedings

    -29-  
 

Item 4.

 

(Removed and Reserved)

    -29-  

PART II

   
-30-
 
 

Item 5.

 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

    -30-  
 

Item 6.

 

Selected Consolidated Financial Data

    -31-  
 

Item 7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operation

    -32-  
 

Item 7A.

 

Quantitative and Qualitative Disclosures about Market Risk

    -58-  
 

Item 8.

 

Consolidated Financial Statements and Supplementary Data

    -59-  
 

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

    -117-  
 

Item 9A.

 

Controls and Procedures

    -117-  
 

Item 9B.

 

Other Information

    -117-  

PART III

   
-118-
 
 

Item 10.

 

Directors, Executive Officers and Corporate Governance

    -118-  
 

Item 11.

 

Executive Compensation

    -118-  
 

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

    -118-  
 

Item 13.

 

Certain Relationships and Related Transactions and Director Independence

    -118-  
 

Item 14.

 

Principal Accounting Fees and Services

    -118-  

PART IV

   
-119-
 
 

Item 15.

 

Exhibits, Financial Statement Schedules

    -119-  
 

SIGNATURES

   
-124-
 

-i-


Note Regarding Forward Looking Statements:

        This Annual Report on Form 10-K may include statements that are not historical facts and are considered "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Beacon Power Corporation's current views about future events and financial performances. These "forward-looking" statements are identified by the use of terms and phrases such as "will," "believe," "expect," "plan," "anticipate," and similar expressions identifying forward-looking statements. Investors should not rely on forward-looking statements because they are subject to a variety of risks, uncertainties, and other factors that could cause actual results to differ materially from our expectation. These factors include, for example: a limited commercial operating history; the need to raise additional funding to build frequency regulation power plants and support our operations; success in closing the DOE loan and the ability to meet DOE loan and grant covenants; volatility in the pricing for frequency regulation and the effects of changes in electricity demand and natural gas prices on the frequency regulation market; our ability to obtain site interconnection approvals or other zoning and construction approvals in a timely manner; limited experience manufacturing flywheels in volume production or supplying frequency regulation services on a commercial basis; our ability to integrate 200 flywheels into a 20 MW facility; our ability to construct and operate plants in a variety of locations; our ability to make our technology fully compatible with 50 Hz. electrical design requirements for use in overseas markets; our ability to sell regulation services and plants at attractive margins; the uncertainty of the global economy; meeting the technical requirements of foreign markets based upon their specific grid and market characteristics; dependence on third-party suppliers; competition from companies with greater financial resources, especially from companies that are already in the frequency regulation market; possible government regulation that may impede the ability to market products or services or impact market size; possible product liability claims and the negative publicity which could result; any failure to protect intellectual property, or any possible infringement of third party patents; our ability to retain key executives and continue to attract additional talented human resources; and the historical volatility of our stock price. Such statements made by us fall within the safe harbors provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such forward-looking statements are necessarily only estimates of future results and the actual results we achieve may differ materially from these estimates due to these and other risk factors as discussed in the sections entitled "Item 1A. Risk Factors" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K. Beacon Power Corporation expressly does not undertake any duty to update forward-looking statements.

-ii-



PART I

Item 1.    Business

Overview

        Beacon Power Corporation, a Delaware corporation incorporated on May 8, 1997, and its subsidiaries (collectively "Beacon," "the Company," "we," "our" or "us"), design, manufacture and operate flywheel-based energy storage systems that we are deploying in company-owned merchant plants that sell frequency regulation services in open-bid markets (which we refer to as our "sale of services" or "merchant plant" model). We also intend to sell systems on a turnkey equipment basis in domestic and overseas markets that lack open-bid auction mechanisms. We may also share ownership of some plants with utilities or other investors; enter into bi-lateral contracts with utilities that provide or purchase regulation services to satisfy their obligations to pay for or provide regulation services; and/or participate in pilot programs to demonstrate our technology. Our flywheel systems support stable, reliable and efficient electricity grid operation. We expect the market for our systems to benefit from increased electricity demand and the rapid expansion of intermittent renewable resources, including wind and solar.

        Since our inception, we have been primarily engaged in the development of advanced flywheel technology that stores and recycles energy on a highly efficient, emissions-free, reliable basis. We believe our technology provides more sustainable and effective frequency regulation and energy balancing services for the electricity grid, utilities, and distributed generation and renewable energy markets. Frequency regulation is an essential service that balances the flow of electricity on the grid, minimizes harmful fluctuations, and maintains proper frequency to ensure grid stability and reliability. Our constantly spinning, fast-response flywheels provide this critical service by recycling energy to and from the grid, acting as a type of "shock absorber." Because of their extremely fast speed of response, flywheels can address and correct frequency deviations more effectively than conventional regulation methods, at a lower cost of operation. Additionally, our flywheel systems make it easier for the grid to integrate intermittent renewable energy sources, such as wind and solar power, whose variability increases the amount of regulation needed.

        We have three megawatts (MW) of our Smart Energy Matrix™ operating and generating frequency regulation revenue within the New England Independent System Operator region (ISO-NE) under its Alternative Technologies Regulation pilot program. Our Smart Energy 25 flywheel system includes the flywheels and their associated power electronics. A 1 MW Smart Energy Matrix™ is an array of ten Smart Energy 25 flywheel systems that provides 250 kilowatt hours (kWh) of energy storage. A frequency regulation installation includes one or more Smart Energy Matrices™, along with ancillary equipment and site work. A typical full-scale installation would have a capacity of 20 MW. Installations that are 20 MW in size or less offer the advantage of being eligible to use fast-track interconnection regulations. Such regulations are designed to allow installations of 20 MW or less to be approved more quickly than would otherwise be the case for larger capacity installations.

        We plan to increase our revenues by building additional facilities, including 1) a 20 MW plant in Stephentown, New York, where we have broken ground and are in the process of finalizing a $43 million Department of Energy (DOE) loan guarantee; 2) a 20 MW plant in Chicago, Illinois, for which we have been awarded a $24 million DOE Smart Grid stimulus grant; and 3) a 20 MW facility in Glenville, New York, for which we have secured site control and filed for interconnection. We are also identifying other plant locations for future merchant facilities, as well as marketing to domestic and foreign utilities that lack open-bid markets with the objective of selling our plants on a turnkey basis. We are also exploring other potential flywheel applications, including the sale of systems for wind/diesel/flywheel energy storage hybrid power systems on islands and remote grids.

-1-


        Because we have not yet generated substantial commercial revenues, we are accounted for as a development stage company under the Financial Accounting Standards Board's (FASB) Accounting Standards Codification (ASC) Topic 915. We maintain our offices, manufacturing, research and development facilities at 65 Middlesex Road, Tyngsboro, MA 01879. Our telephone number is 978-694-9121.

        For the sale of frequency regulation services in the United States, our primary market focus is on the geographic regions of the domestic grid under Federal Energy Regulatory Committee (FERC) regulation that provide open-bid markets. These regions and their Independent System Operator (ISO) or Regional Transmission Operator (RTO) designations are: New England (ISO-NE); California (California ISO or CAISO); New York (New York ISO or NYISO); Mid-Atlantic (PJM Interconnection); and Midwest ISO (MISO). These regional ISOs/RTOs, or grid operators purchase frequency regulation services from independent providers in open-bid markets that they manage and maintain. For example, under an open-bid market like that operated by NYISO, grid operators forecast the need for frequency regulation as a percentage of expected power demand, and approved suppliers submit bids for these services. Bids are stacked from lowest to highest prices until the cumulative amount of bids is sufficient to meet the calculated need. The price submitted by the highest selected bidder determines the price paid to every bidder that has been selected to provide service from the bid stack, although each ISO may calculate payments based on formulas that yield different revenue results, even with equivalent frequency regulation clearing prices.

        Our technology offers grid operators the benefits of greater reliability; faster response time; cleaner operation, including zero direct emissions of carbon dioxide (CO2), nitrogen oxide (NOx), sulfur dioxide (SO2) and mercury; and lower maintenance costs compared to conventional power generation facilities that also provide frequency regulation services. We believe these competitive advantages will allow us to achieve attractive operating margins and become profitable.

        We have also recently initiated market development efforts in Texas (ERCOT), which is not regulated by FERC. ERCOT is not subject to FERC Order No. 890, which mandated that non-generation resources like ours be allowed to compete in these open-bid markets. However, we expect that as ERCOT continues to expand its wind resources in Texas, and issues related to increasing wind penetration and grid stability become better understood, the potential benefits of applying our technology in ERCOT to help balance frequency and maintain grid stability and reliability will increase. We are currently evaluating whether market rule modifications will be needed to allow us to enter the ERCOT market on an economically attractive basis.

        For the sale of plants on a turnkey basis, our market focus in the United States is on geographic regions that lack open-bid markets for regulation services. Within this market segment, our primary focus will be on utilities that are experiencing or expect to experience increased requirements for regulation capacity due to the current or projected impacts of increased deployment of variable wind generation in their balancing areas. Our secondary focus will be on the largest cooperative and government-owned utilities. Internationally, we are actively investigating the most suitable countries for market entry, both for the sale of services via merchant plants and for the outright sale of plants.

The Frequency Regulation Market

        Levels of power supply and demand on the electricity grid change from second to second and minute to minute. The need to balance electricity supply and demand on the grid requires a special service to maintain stable power frequency. This service is called frequency regulation. Deviations from nominal grid frequency can have a negative impact on the operation of electrical devices that obtain power from the grid. In North America, grid frequency is maintained at 60 cycles per second (Hertz, or Hz). In Europe and other parts of the world, the same requirement exists for balancing power supply and demand on the grid, but at a frequency of 50 Hz. In North America, the effectiveness of

-2-



maintaining grid frequency is measured by performance standards provided by the North American Energy Reliability Council (NERC). Financial penalties can be imposed on grid operators when performance standards fall below levels deemed acceptable. Similar standard-setting entities for frequency regulation exist in most other parts of the world.

        Our Smart Energy Matrix™ stores excess energy when power on the grid exceeds demand and injects it back to the grid when demand exceeds generated power. Our systems respond up to 100 times faster than fossil fuel generators that provide frequency regulation. Certain ISOs have implemented or are considering tariff changes that would provide additional or enhanced payment mechanisms to compensate resources, such as ours, for faster regulation response.

        Our flywheel systems also make it easier for the grid to integrate intermittent renewable energy sources, such as wind and solar power, whose variability increases the need for regulation. Because our flywheels only recycle electricity already generated, they do not consume fossil fuel or produce CO2 greenhouse gas emissions or other air pollutants, such as NOX or SO2. In addition, the energy conversion efficiency of our flywheels does not significantly degrade over time or as a function of the number of charge/discharge cycles incurred, and our flywheels do not contain toxic chemicals or hazardous materials. We believe that our low operating costs will allow us to participate with a very favorable profit margin in the open-bid markets, and utilities in non-open bid markets will also find the attributes of our system attractive and will purchase our systems on a turnkey basis.

        In North America, the frequency regulation market in areas that are accessible via open-bid auction mechanisms was valued at approximately $420 million in 2009, exclusive of ERCOT, whose market is mostly structured via bilateral contracts rather than via open-bid auction. Adding ERCOT would increase the aggregate estimated value of both open-bid and bilateral markets to more than $530 million for 2009. In 2009, both the amount of regulation capacity purchased by ISOs and the prices they paid for regulation services decreased, resulting in a reduction in the total size of the open-bid regulation market compared to 2008. We believe that this contraction was due to lower electricity demand caused by the recession, a sharp drop in natural gas prices (which is the primary fossil fuel used for regulation in the U.S. market), and to a smaller degree because of a cooler summer and warmer winter compared to 2008. In combination, these effects led to an increase in regulation supply relative to demand and a reduction in bid prices. Regulation prices have begun to recover in the last few months, and we expect this trend to continue as the economy improves. The price of natural gas has also been increasing in recent months, although large new discoveries of domestic supplies may keep the price of this core commodity lower over the next few years compared to the last few years. We expect the value of the open-bid regulation market to recover somewhat in 2010 compared to 2009, but we do not expect 2008's market value to be exceeded until 2011. In the longer term, in light of the current and expected increase in interconnection requests relating to wind generation, we expect demand for regulation services to increase significantly over 2008 levels.

        In 2009 we began marketing and business development activities outside of the United States, including the development of relationships with strategic partners in preparation for selling systems on a turnkey basis. In order to be able to participate in some of these markets, we have initiated an engineering design program that will allow our system to operate at 50 Hz.

        Growth in both the US and international markets are expected from a combination of additional factors, including:

    Greater use of renewable energy sources—especially wind and solar generation

    Long-term growth in the demand for electricity

    Increased operating costs for conventional generation

    Government regulations and market forces aimed at reducing carbon dioxide emissions.

-3-


        On November 18, 2008, we began operating our first 1 MW Smart Energy Matrix™ on the electricity grid in Tyngsboro, Massachusetts. The 1 MW system was installed under ISO New England's Alternative Technologies Regulation pilot program. The pilot program was approved by FERC as part of ISO New England's compliance with FERC Order No. 890, which is intended to promote greater competition in electricity markets, strengthen the reliability of the grid, and allow so-called "non-generation" resources (which include our flywheel technology), to participate in frequency regulation markets on a non-discriminatory basis. The pilot program allows us to generate revenue for regulation services while ISO-NE develops permanent market rules that will govern application of the technology. We added a second megawatt of capacity in Tyngsboro in July 2009, and a third megawatt in December 2009, all of which are currently earning revenue through the pilot program. We plan to redeploy a portion of these systems to the Stephentown site as part of our in-kind equity contribution required under the terms of the DOE loan guarantee program. We expect to continue to operate megawatts in the ISO-NE pilot program until permanent market rules for energy storage are finalized.

        As part of the process of modifying its market rules, ISO-NE has been adjusting the control signal it sends to our Smart Energy Matrix™ to help maximize our regulation effectiveness. ISO-NE has a three-part payment model for regulation service:

    1.
    Payment for the resource's MWs of capacity that are scheduled to perform regulation, called "Time-On-Regulation."

    2.
    Payment based on the degree to which a resource changes its output, referred to as "Regulation Service" or "Mileage." Fast-response resources receive higher mileage payments.

    3.
    Payment to compensate generators for lost revenue as a consequence of providing frequency regulation rather than conventional power generation, referred to as "Opportunity Cost."

        Revenues we are currently receiving from this pilot program are less than those that we expect to receive under permanent market rules, principally because under ISO-NE's pilot program rules, we are not eligible for opportunity cost payments, which represent approximately one-third of the revenue received by conventional regulating generators. We believe that when ISO-NE adopts its permanent market rules they will include a payment component for regulation pricing approximately equal to opportunity cost. This methodology is used in all other ISO markets, and would send the correct market signals to suppliers of lower cost technologies, such as flywheels.

        Because our Smart Energy Matrix™ responds up to 100 times faster than fossil fuel generators providing frequency regulation service, we believe that our technology will benefit from payment mechanisms that reward faster response. Under ISO-NE's pilot program, our resources are receiving higher than average mileage payments based on their fast response. Other ISOs are considering changing their tariffs to provide higher revenues for faster performance. If such performance-based tariffs are approved, we would expect to benefit by receiving more mileage revenue per megawatt of capacity, compared to slower competing resources.

        During the first six months of the pilot program, our electricity costs for operating the Smart Energy Matrix™ in Tyngsboro were unusually high since the pilot project is connected to a distribution level power line. From November 2008 through late April 2009, we paid the retail price for our gross withdrawals from the grid instead of paying the wholesale price for the net electricity (withdrawals minus injections), plus retail transmission and distribution charges. In late April 2009, ISO-NE and our local distribution company implemented a change that reduced our cost of electricity by netting the electricity withdrawn and injected into the grid, and billing for that net usage at the wholesale rate. In addition, a new regulation dispatch signal implemented by ISO-NE in May 2009 reduced the net amount of electricity we need to purchase. While we are still paying retail transmission and distribution charges, the reduction in energy costs resulting from the adjustment that allows us to net our energy costs has enabled us to earn positive gross margins since May 2009. Because interconnection at

-4-



transmission level will eliminate transmission and distribution charges, which currently comprise approximately 68% of our cost of energy under the pilot program, our margins will further improve for our 20 MW plants.

        We believe that our operating cost structure will be significantly lower than most incumbent frequency regulation service providers. Our Smart Energy 25 flywheel has been designed to operate with low energy losses, minimal mechanical maintenance for 20 or more years and no significant degradation in energy conversion efficiency. In particular, our technology is different from most frequency regulation providers in that it does not use fossil fuel, which is the largest variable cost for most competing frequency regulation providers. Because our Smart Energy Matrix™ does not burn fossil fuel, our business plan is partly insulated from the direct impact of the commodity pricing of coal, oil and natural gas. The change in price of these fuels will be indirectly felt through their impact on the cost of electricity, the market prices for frequency regulation and the cost of certain components we use to manufacture our flywheels. Market prices for frequency regulation tend to correlate with wholesale electricity prices. Consequently, as the price of electricity rises, the price paid for frequency regulation also generally tends to rise. However, as fossil fuel prices drop, the price paid for frequency regulation services may be negatively impacted, which may be partially offset by a reduction in the cost of certain flywheel components and the cost of make-up energy. Make-up energy includes energy conversion losses as well as the energy needed to operate ancillary equipment used by our system, such as chillers.

        Since our Smart Energy Matrix™ does not burn fuel, the environmental benefits of our technology are significant. Our technology's ability to reduce carbon dioxide (CO2) emissions was studied by KEMA, Inc., an international energy industry consulting firm commissioned to evaluate the potential of our technology to reduce greenhouse gas and other emissions. The KEMA study found that, compared to conventional fossil-fuel based frequency regulation providers, our technology may reduce CO2 emissions by up to 89%. The study further indicates that the dramatically cleaner performance of our flywheel systems (as contrasted to frequency regulation services supplied by fossil fuel resources) can be expected to offer significant value to regulators, grid operators, and utilities facing increasing demands to lower CO2 emissions. If the federal government implements a carbon-reduction program in the form of a cap-and-trade program or carbon tax, we believe that the resulting costs to carbon-intensive regulation providers will increase faster than our carbon-related costs, which are associated with the purchase of a small amount of electrical make-up energy.

        In some states, additional environmentally related revenues may be available in the form of renewable energy credits or other credits. For example, Massachusetts recently passed legislation that provides alternative compliance payments for qualifying flywheel storage units when they inject energy into the ISO-NE grid. In the second quarter of 2009, we began earning alternative energy credits under the Massachusetts Alternative Energy Portfolio Standard (APS) program. In the fourth quarter, we began selling some of the credits earned. We plan to sell any future credits we earn to utilities or other retail electricity suppliers that need to meet mandated APS requirements, thus creating a limited source of incremental revenue.

        The location of our merchant plants and the sequence in which they will be constructed depend on a number of factors, including but not limited to:

    Availability of grants, loans or other funding sources (including funds received from investors for the purchase of all or part of certain systems)

    Comparative market pricing available for frequency regulation in different markets

    Our ability to receive appropriate revenues and payments within the market rules of each regional market

    Our ability to interconnect at transmission voltage and obtain grid interconnection approvals

    Availability and cost of land

-5-


    Ability to secure all necessary environmental and other permits and approvals

        On July 2, 2009, we announced the conditional commitment by the U.S. Department of Energy (DOE) for a loan guarantee of approximately $43 million. The loan, which would be funded by the U.S. Treasury's Federal Financing Bank, is expected to provide debt financing for 62.5% of the estimated $69 million total project cost of our planned 20 megawatt (MW) plant in Stephentown, New York. Of the $26 million not financed by the loan, we have already incurred approximately $13 million in eligible project expenditures, which will be considered part of our equity contribution to the project. A significant portion of this in-kind contribution will come from the redeployment of a portion of our storage assets from Tyngsboro to the Stephentown site. The remaining $13 million was raised through the sale of units comprised of common stock and warrants on December 9, 2009. We are in the process of finalizing the administrative aspects of the loan, which we expect to close during the second quarter of 2010. We expect to complete the 20 MW facility in Stephentown, New York, within 12 to 18 months from the date of closing of the DOE loan.

        In October 2009, the New York State Public Service Commission (PSC) granted us a Certificate of Public Convenience and Necessity (CPCN) and approved our petition for lightened regulation of the planned 20 MW flywheel frequency regulation plant in Stephentown, New York. The approvals include the project's overall financing. In September 2009, the PSC affirmed that our Stephentown plant has met all relevant PSC environmental requirements. With these PSC decisions now in place, we have applied for and received the building permit and began site preparation in November 2009 for the Stephentown plant, which will be located on approximately half of the seven acres of land that we purchased in 2008. We have cleared and rough-graded the site, and added drainage. Full construction is expected to begin early in the second quarter of 2010. The site is served by two transmission companies: National Grid and New York State Electric and Gas (NYSEG). National Grid owns a 115 KVA transmission line that is near our site, and NYSEG owns a substation that abuts the site.

        Our interconnection request for the 20 MW plant includes NYSEG as the transmission provider. Before we can enter into an interconnection agreement with NYISO, we were required to complete a System Impact Study, which is now complete, and a Facilities Study, which is currently in process. The purpose of these studies is to confirm that our facility can be safely and reliably interconnected with the grid, and to identify any utility upgrades or other equipment that may be needed before construction can begin. Construction and development of this site is also subject to certain state and local permitting processes. After executing an interconnection agreement, necessary upgrades to grid equipment to permit such interconnection will begin, in a timeline roughly parallel to our construction of the facility. We expect the plant to be partially on-line and to begin earning some revenue by the fourth quarter of 2010, although this will require expediting the interconnection process with NYSEG and NYISO. NYSEG has agreed to allow us to make certain upgrades to its substation in order to help speed the interconnection process.

        On June 10, 2009, we announced that we and the New York State Energy Research and Development Authority (NYSERDA) were in the process of negotiating a statement of work relating to a grant to pay for a portion of the interconnection and other aspects of the Stephentown facility. As of this filing we are waiting for the final contract documents. The value of the grant, if finalized, is expected to be approximately $2 million.

        In November 2009, the DOE announced that it had awarded us a stimulus grant valued at $24 million, for use in construction of another 20 MW flywheel energy storage plant. The funding award is to "design, build, test, commission and operate a utility-scale 20-MW flywheel energy storage frequency regulation plant in Chicago, Illinois, and provide frequency regulation services to the grid operator, the PJM Interconnection. The project will also demonstrate the technical, cost and environmental advantages of fast-response flywheel-based frequency regulation management, lowering the cost to build a 20 MW flywheel energy storage plant to improve grid reliability while increasing the

-6-



use of wind and solar power." The grant for the Chicago facility results from one of our two applications for DOE Smart Grid demonstration project funding, known as Funding Opportunity Announcement DE-FOA-0000036. Area of interest 2.2 of the DOE solicitation contemplated one or two grants for Frequency Regulation Ancillary Services projects. The Department made only one award, which was for our 20 MW regulation plant. The grant award of $24 million is for approximately 50% of the project's estimated cost. At a total of approximately $48 million, we expect this plant to cost approximately 30% less than the $69 million cost of the first plant in New York.

        We may elect to install 1 MW installations in some ISOs to provide early insight to operating within selected markets. The economics of these 1 MW systems may not be representative of expected revenues and costs for a 20 MW plant, and therefore the non-fungible costs may be expensed rather than capitalized as a fixed asset on our balance sheet. The components of a frequency regulation installation are divided into three categories:

    Non-fungible location-based costs which would not be economically viable for redeployment

    Fungible location-based costs which would be economically viable for redeployment

    Fungible flywheel and power electronics costs which would be economically viable for redeployment.

        Effective February 18, 2009, we entered into a contract with American Electric Power (AEP), one of the largest generators of electricity in the U.S., and one of its operating subsidiaries, Columbus Southern Power Company to locate a 1 MW Smart Energy Matrix™ at an AEP site in Groveport, Ohio. If constructed, the 1 MW Smart Energy Matrix™ would be located within the PJM Interconnection (PJM) region and would provide flywheel-based frequency regulation services. The contract expires on December 31, 2010, but may be terminated by us without penalty with 14 days' written notice to AEP. With the award of the $24 million DOE grant for a 20 MW plant to be located within the PJM Interconnection, we are currently evaluating whether this 1 MW demonstration facility with AEP would provide sufficient additional value to merit construction.

        The first 20 MW plant will cost approximately $69 million, of which approximately $50 million is direct equipment and facility costs. The remainder of the cost estimate includes substantial contingency, legal, consulting and administrative costs. Some of these costs are either unique to the DOE loan guarantee process or are greater than we expect will be incurred in the construction of subsequent similar facilities. The second merchant plant is estimated to cost approximately $48 million, of which the DOE grant will provide approximately $24 million. In volume production, we are on schedule to meet our cost reduction targets.

        In 2010 and 2011, we will continue to have capital needs that will require additional funding through a combination of equity, debt and/or cash proceeds from the sale of plants to fund operations as we continue to build and deploy flywheel plants. The amount of debt and equity required will depend on the mix of merchant plants and plants sold on a turnkey basis. Our deployment plans are affected by the timing of a number of factors and activities, including but not limited to the following:

    Closing the DOE loan and the receipt of funds from the NYSERDA grant and the DOE stimulus grant

    Corporate or project financing and its availability

    Equity transactions and the amounts thereof

    Sale of turnkey plants and the amount of associated margin and terms and conditions of those sales

    Receipt of environmental and site-related permits and approvals

    Receipt of grid interconnection approvals.

-7-


Regulatory and Market Affairs

        Within each ISO there is a market tariff and set of market rules that determine who is allowed to bid into regulation markets, how much regulation providers are paid for their services, and what costs providers must pay to participate in markets. Each ISO has its own market rules that will govern the pace at which markets are opened and the degree to which our technology is allowed to participate. Historically, the market rules for regulation were written to conform to traditional generators' abilities to provide regulation, as the capabilities and limitations of traditional generators defined how regulation could be technically implemented. In the markets in which we intend to compete, most of the ISO market rules contained legacy terms, performance characteristics and other requirements that did not match our new technology. In February 2007 FERC issued a landmark ruling, Order No. 890, Preventing Undue Discrimination and Preference in Transmission Service. This FERC ruling, which seeks to promote greater competition in electricity markets and strengthen the reliability of the grid, has accelerated the pace of beneficial market rule changes for those ISOs subject to FERC oversight.

        In 2008 and 2009, we made progress with several of the ISOs by working with them directly to implement changes to market rules to allow energy storage technologies to participate on a non-discriminatory basis in their regulation markets. The ISOs have demonstrated a heightened commitment to work collaboratively with us to integrate our technology into their grids. In addition to market rule changes, several ISOs are evaluating or proposing changes to their regulation dispatch signals in order to ensure that our Smart Energy systems are deployed most efficiently and effectively for the benefit of the power grid. These changes would take better advantage of our flywheel's fast-response capability, while recognizing that our resource has limited energy storage capacity. The proposed market rule changes, coupled with more efficient regulation dispatch signals, will allow our resource to maximize its regulation revenue while minimizing our consumption and cost of electricity. The current status of each open-bid ISO market is as follows:

    New York ISO: We believe that NYISO presents the most favorable grid operating region for the first full-scale commercial deployment of our systems. After extensive collaboration with us and with market stakeholders, NYISO on March 11, 2009, submitted new tariff and market rules for Limited Energy Storage Resources (LESRs) to provide frequency regulation to the New York power grid. The LESR tariff and market rule changes were approved by FERC on May 15, 2009, with an effective implementation date of May 12, 2009. The NYISO regulation services market is now fully open to flywheel energy storage. The new rules recognize the unique operating characteristics of our technology and remedy key aspects of the previously existing regulation tariff for generators that would otherwise limit our technology. NYISO's regulation dispatch method for LESRs will take advantage of the LESRs' fast response rates and maximize their deployment. The energy level in our flywheels will be actively managed by NYISO to maintain regulation capability to the extent possible by charging/discharging as necessary. The new LESR tariff will also allow us to net our electricity costs at wholesale rates. We believe the new tariff and dispatch mechanisms will provide a highly effective and efficient method for integrating our flywheels into the NYISO regulation market.

    ISO New England: On November 18, 2008, ISO-NE launched an Alternative Technologies Regulation pilot program to comply with FERC Order No. 890. The purpose of the Alternative Technologies Regulation pilot program is to evaluate the performance of new technologies like ours that had been ineligible to participate in ISO-NE's regulation market, determine how these technologies can best be used to meet New England's regulation requirements, allow program participants to operate in a realistic market environment where they can evaluate their market viability, and provide operating experience that ISO-NE can use to formulate permanent market rules. On February 2, 2010, ISO-NE began working with stakeholders to develop a proposal for permanent market rules for alternative technologies. ISO-NE expects to continue to develop its rules proposal during the second quarter of 2010

-8-


      and then take its proposal through the normal New England Power Pool (NEPOOL) stakeholder process during the third quarter. Once a proposal is approved by NEPOOL, it will be submitted to FERC for approval. Until new permanent market rules for energy storage are implemented we will continue to earn revenue through the pilot program. We began participating in the pilot program with a 1 MW resource located inside our plant in Tyngsboro in November 2008, added another 1 MW outside our Tyngsboro facility in July 2009 and added a third MW in December 2009. Until April 2009, the pilot resource was sent a regulation signal that was similar to one for a traditional generator and therefore did not recognize that our technology provides regulation in a different manner than a traditional generator. After discussions with ISO-NE, in May 2009, we convinced the ISO to implement a regulation dispatch signal for our pilot project that better recognizes our system's unique capabilities and is similar to the dispatch method developed by NYISO. This new dispatch signal has improved the economics of our energy storage resources. We are continuing to work with ISO-NE to implement a NYISO- style dispatch signal in the permanent rules at the conclusion of the pilot program. In addition, as also discussed above, we are working to have opportunity cost payments included in the permanent market rules so that the payments made for our resource are comparable to those made to other parties that provide a similar service. However, there are no guarantees that these changes will be implemented in the final rules.

    California ISO: CAISO is in the process of opening its frequency regulation market to energy storage technologies and we are actively participating in this process. In February 2009, FERC ordered CAISO to make modifications to its tariff to ensure that non-generation resources are treated comparably to other resources in the CAISO regulation market. We are actively engaged in this FERC proceeding and in the stakeholder process at CAISO. Through this process, we continue to work with CAISO and its stakeholders to promote the lessons learned and best practices from other ISOs for integrating energy storage into the regulation market. CAISO has announced that it expects to file proposed tariff changes developed through this stakeholder process in the second quarter of 2010. In addition, the current definition contained in the Western Electricity Coordinating Council (WECC) Reliability Standards for Regulating Reserves only refers to generation resources. WECC has a proposal which eliminates this "generator" definitional issue and will allow storage to provide regulation. Their proposal is currently pending at FERC.

    Midwest ISO: On February 25, 2008, FERC approved the creation of an Ancillary Services Market (ASM) in the Midwest ISO to begin operating on January 6, 2009. As part of its approval, FERC required MISO to make further changes to its ASM to remove barriers to new technologies to provide regulation service. On April 25, 2008, MISO fully complied with FERC's directives by filing a request for an entirely new regulation resource category specifically designed for stored energy resources ("SER"), including our flywheel technology. FERC approved this tariff on December 18, 2008. This was the first such tariff in the United States designed specifically to accommodate energy storage-based regulation resources. In May 2009, MISO, with the support of its market stakeholders, submitted to FERC additional tariff modifications to enhance the dispatch algorithm for SERs to better utilize their regulation capabilities and maximize their revenues in the MISO market. On December 31, 2009, FERC approved these tariff modifications. The new MISO market rules for SERs took effect on January 1, 2010.

    PJM Interconnection: PJM amended its tariff language to comply with FERC Order No. 890 and stated that its current rules allow non-generation resources like ours to fully participate in its regulation market. PJM's market rules allow us to enter the market. In the summer of 2009 PJM adopted a regulation dispatch signal for energy storage resources that takes partial advantage of our system's fast-response capability, maximizes benefits to PJM's grid and pays

-9-


      us for the benefits of our resource. We are also working with PJM and market stakeholders to clarify or amend certain aspects of PJM's tariff in order to ensure we can net our energy consumption at wholesale rates and therefore minimize our costs to provide service in PJM.

    ERCOT: Since ERCOT is not regulated by the Federal Energy Regulatory Commission, in the past, we have focused our efforts on the other ISOs. As the amount of wind generation in Texas increases and therefore the demand for fast frequency regulation resources rises, and as we demonstrate the effectiveness of our system in other ISOs, we believe our technology will become increasingly attractive in the ERCOT market. Consequently, we have begun to focus our attention on this market and are currently evaluating whether market rule changes will be needed to allow us to enter this market on an economic basis.

Defense applications

        We believe that our high-energy flywheel technology is increasingly attractive as an energy storage device for naval vessels and other military hardware and/or systems, including land-based applications. We are pursuing defense and military-related projects that, in addition to generating revenue to help cover operating costs, may also effectively provide non-dilutive R&D funding for key technology innovations and advancements that may be transferred to commercial markets.

        In February 2009, we announced that we entered into a contract with the U.S. Naval Sea Systems Command (NAVSEA) to evaluate the use of flywheel energy storage for multiple shipboard applications that may lead to a conceptual design of a flywheel system for future naval surface combatants and possible retrofit into existing Navy ships. NAVSEA's objective is to advance and improve its shipboard Integrated Power Systems (IPS) at both the major component and system level. The final flywheel design may be based on many aspects of our Smart Energy 25 flywheel. Integrated Power Systems are an essential part of the Navy's all-electric ship program. Based on the anticipated power requirements to support advanced launch systems, weapons and sensor systems, and other shipboard functions, electrical energy storage is now recognized as a fundamental element of an all-electric IPS.

        Under terms of this multiyear contract, we will perform an analysis of future shipboard energy storage needs; identify several flywheel applications that could offer the greatest benefit to future naval combatants; assist the Navy's power plant upgrade development team by characterizing the flywheel applications under consideration and assisting in system-level studies; and validate the results of those studies. Based on the results, we will develop a conceptual flywheel design and simulation model for one or more applications. The value of the initial research and development work is estimated at $900,000. Of this, $500,000 has already been appropriated. Subsequent phases involve work estimated at an additional $2.1 million.

Other Flywheel-based Market Opportunities

        Other applications for which we believe our technologies may be well suited include:

    Ramp mitigation for wind power

    Wind/diesel/flywheel hybrid power systems

    Reactive power support (VAR support)

    Angular stability control

    Voltage support for rail systems

    Peak power support (load balancing)

    Stabilization of distributed generation systems

    Uninterruptible power supply (UPS).

-10-


        Although our focus in the near term will be to deploy company-owned flywheel installations for the frequency regulation market and sell turnkey systems, we are evaluating these additional applications to determine whether they represent commercially attractive market opportunities.

Competition

        Our existing competition consists primarily of fossil fuel generators and hydro generators, including run-of-river and pumped hydro resources. Emerging competition includes batteries, in particular batteries based on lithium ion technology. Each of these competitors is discussed in more detail below.

Fossil-Fueled Regulating Generators

        We believe our Smart Energy Matrix™ flywheel regulation technology offers significantly superior performance and cost benefits compared to conventional fossil-fueled regulating generators. Flywheel-based regulation is predicted to be much more effective than most fossil-fueled generators in providing regulation because of its faster response. A study completed by Pacific Northwest National Laboratories (PNNL), part of the U.S. DOE, predicts that 1 MW of fast-response regulation can be expected to deliver about twice the system regulation value of the average conventional regulation resource in California. Grid operators typically allow their regulation resources 5 minutes to fully respond to their call for regulation. For example, a conventional fossil-based resource with a 4 MW per minute ramp rate would, by the end of the allowed 5 minute period, achieve its maximum regulation output capacity of +/- 20 MW. In contrast, our flywheel energy storage is capable of ramping to its full rated output in less than 4 seconds. Compared to the fossil-based resource with a 4 MW per minute ramp rate, our 20 MW plant is capable of injecting (or withdrawing) twice the energy over the same 5-minute time period. The PNNL study also found that fast-response regulation may be as much as 17 times more effective than some types of conventional ramp-limited regulation resources in California. The study also found that if California's regulation fleet included about one-third fast-response resources, the state's system-wide regulation capacity requirement could be reduced by as much as 40%. Similar savings should be possible in most other ISOs, including PJM, once fast-response regulation resources are introduced into their mix of fleet resources. We believe that this projection is supported by the experience of ISO New England, the only ISO whose regulation tariff currently provides a price incentive for fast regulation resources and favors the selection of fast resources in the bidding and selection process.

        Not all fossil-fueled generators can provide frequency regulation services. Some, such as nuclear power plants operating in North America, are unable to vary their output or are prohibited by regulators from doing so in the manner needed to participate in the frequency regulation market. Others may be capable of providing such services, but choose not to do so. This is due to higher operating and maintenance costs that their type of generating equipment incurs when performing regulation, since the constant up- and down-throttling required to provide fossil fuel-based frequency regulation reduces the economic life of conventional generating equipment.

        A large percentage of regulation in the U.S. is performed by coal-fired units. Any type of carbon tax that may be put into place in the future can be expected to increase the cost of regulation from such carbon- intensive coal-fired units. Even accounting for the carbon footprint of make-up energy that we must buy due to conversion inefficiency, storage-based regulation produces far less direct CO2 than fossil fuel regulating generators. Our plants do not burn fossil fuel, and therefore will produce zero direct emissions of CO2 or other combustion gases, including SO2 and NOX, and airborne mercury. For example, over the 20-year life of our 20 MW plant, KEMA, Inc., forecasts that a flywheel regulation plant located in PJM Interconnection, for example, would save 52% of the CO2 that a base-load coal plant providing equal regulation capacity would produce. This equates to 159,599 tons of CO2 savings over 20 years. Compared to a base-load natural gas generator performing regulation, CO2 savings would be 23% and 45,672 tons over 20 years, respectively. Compared to pumped hydro, the

-11-



best conventional frequency regulation resource, one of our plants would still save 26%, or 53,252 tons of CO2, over 20 years. The reason for the improvement versus pumped hydro is the higher energy conversion efficiency of flywheel energy storage. KEMA also notes that continued reliance on thermal generating units to meet increased regulation requirements could increase emissions of CO2, NOX and other pollutants, thereby dampening one of the main benefits of wind generation.

        Another benefit of energy storage-based regulation versus fossil-fueled regulation is that ours is a single-purpose solution that deploys just the amount of regulation needed. Flywheel energy storage provides regulation service "à la carte". Generators must sometimes be brought on-line at night just to provide regulation service, which can actually exacerbate the problem of frequency control if the base- load energy they must also provide is not needed and cannot easily be exported from the balancing area. In fact, grid operators have recently faced so-called "negative clearing prices" (requiring operators to pay for others to accept their energy) during periods of relatively high wind generation and low electricity demand. Flywheels can effectively address this issue by providing just regulation services without increasing base- load energy.

        Another challenge for conventional regulation technologies is the long lead time required for siting and constructing fossil-based regulating generators. Because it requires no fuel supply and has zero direct emissions of any type, an energy storage-based regulation resource can be sited, permitted and built in about 18 months, versus two to five years for a fossil-based regulating generator. The ability to site, permit and build a regulation plant quickly can be a decided advantage, especially in smaller balancing areas and where the rate of new wind generation deployment is high.

Hydro Regulating Generators

        Although some hydro-powered generators are excellent regulating generators, not all existing hydro facilities were designed to provide regulation services, and existing hydro resources are geographically limited. Due to long lead times required to site and build hydro facilities, as well as the trend toward tougher environmental review of proposed new hydro plants, we do not expect to see significantly greater competition from hydro facilities in the near future. Recently imposed operating restrictions designed to reduce fish kills and restore river system ecology may actually constrain some hydro units' supply of regulation.

Battery-based Regulation Resources

        In recent years, significant progress has been made in certain battery technologies with respect to their cycling capability and power degradation characteristics. Two lithium ion battery manufacturers in particular are pursuing the frequency regulation market, and either or both could become meaningful competitors. A123 Systems, a public company based in Massachusetts, is a developer of nanophosphate lithium ion batteries. In 2008, A123 built and deployed a 2 MW energy storage system that was purchased by the AES Corporation, a global utility. The 2 MW system has been installed in California for over a year but we believe has not been in operation due to regulatory and technical issues. Co-located near an AES-owned generator, the system is expected to become part of a two-stage CAISO pilot program for energy storage-based regulation resources that began in February 2010. Under the first stage of the pilot, the system will provide regulation but not be paid. The objective is to test the system. If the results are satisfactory, the pilot may proceed to a second stage where the resource would be paid for regulation under the existing rate schedule for generation-based regulation resources. Once permanent market rules for non-generation regulation resources are completed the A123 resource would be required to operate under those future rules. We expect that such permanent market rules for non-generation regulation resources in California could be in place by the end of 2010 or early 2011.

        In the fourth quarter of 2008, AES Corporation deployed a second lithium ion battery system supplied by Altair Nanotechnologies. The 1 MW lithium-titanate system is connected to a 34 kV circuit

-12-



in PJM's service territory and is providing frequency regulation. Altair Nanotechnologies is a leading provider of advanced materials and products for power and energy systems. The company has a joint development agreement with AES Energy Storage LLC, a subsidiary of the AES Corporation, to develop grid-scale energy storage applications. Altair Nanotechnologies is a publicly traded Canadian company with significant financial and other resources.

        In November 2009, AES Energy Storage and A123 Systems announced the commercial operation of a 12 MW frequency regulation and spinning reserve project in the Atacama Desert in Chile. AES Energy Storage is a subsidiary of AES. The Li-ion system provides both frequency regulation and spinning reserve resources. This is AES Energy Storage's first project outside the United States.

        Our flywheel is a mechanical battery designed for a 20-year life, with virtually no maintenance required for the mechanical portion of the flywheel system over its lifetime. Of critical importance in performing frequency regulation with energy storage-based systems is their cyclic life (or charge/discharge) capability. Our experience to date in ISO-NE shows that 6,000 or more effective full charge/discharge cycles per year are required to perform frequency regulation in New England. Our flywheel systems are capable of over 150,000 full charge/discharge cycles at a constant full power charge/discharge rate over their operating lifetime, with zero degradation in energy storage capacity over time. In contrast, battery-based systems, including Li-ion batteries, are much more limited in their cyclic capability. In order to achieve 20 years of operation, battery-based systems are expected to require either significant oversizing or be replaced on a periodic basis.

        Cost and performance data for the A123 and Altair Nanotechnologies systems are not yet available, but we are monitoring both developments to the extent possible. In establishing supplier relationships with two lithium-ion battery manufacturers, AES Corporation has signaled its intent to bring battery-based regulation to market. AES Corporation is a Fortune 1000 company operating in 29 countries and has significant financial and other resources.

Discussion of Operations

        We have experienced net losses since our inception and, as of December 31, 2009, had an accumulated deficit of approximately $206 million. We are focused on commercializing our Smart Energy Matrix™ flywheel system for frequency regulation and the sale of turnkey systems. We do not expect to have positive EBITDA (earnings before interest, taxes, depreciation and amortization) or positive cash flow from operations until we have deployed a sufficient number of merchant plants and/or sold turnkey systems, and we must raise additional capital from a combination of equity, debt and/or turnkey sales to execute our business plan and continue as a going concern. In the future, as the number of our merchant regulation facilities increases and we develop sustainable cash flows from operations and the sale of turnkey plants, we expect to fund additional plants from a combination of cash flow from operations, non-recourse project financing and project equity.

        On July 2, 2009, we announced a conditional commitment by DOE for a loan guarantee of approximately $43 million. The loan, which would be funded by the U.S. Treasury's Federal Financing Bank, is expected to provide debt financing for 62.5% of the estimated $69 million total project cost of our planned 20 megawatt (MW) plant in Stephentown, New York. We expect this loan to close during the second quarter of 2010, and expect to complete the facility within 12 to 18 months from the date of financial closing of the DOE loan. We have sufficient funds to satisfy our required equity contribution to the project of $26 million from a combination of in-kind equity and cash raised from the sale of common stock in December 2009.

        On August 31, 2009, we purchased an option to lease land in Glenville, New York, where we expect to build a 20 MW facility at some time in the future. During the lease option period, we have agreed to negotiate in good faith a ground lease to be entered into upon our unilateral exercise of the lease option. Key terms of the ground lease were substantially delineated in the executed option to the

-13-



lease. In February 2010, we extended this lease option for a six-month period, and it may be extended for up to two additional consecutive six-month periods.

        In November 2009, the DOE announced that it awarded us a stimulus grant valued at $24 million, for use in construction of a 20 MW flywheel energy storage plant, to be located in Chicago, Illinois. The grant award of $24 million is for 50% of the project's estimated cost.

        Since our inception in 1997 we have funded our development primarily through the sale of common stock. In November 2000, we completed our initial public offering, raising approximately $49.3 million net of offering expenses. In 2005, we raised approximately $17.1 million via private placements of common stock. During 2007, 2008 and 2009, we raised approximately $42.6 million, $11.3 million and $32.5 million, respectively, through the sale of common stock and warrants. We believe that the capital raised in 2009 provides sufficient funding for us to close the Stephentown DOE loan and fund operations through the second quarter of 2010. In 2010 and beyond, we will need additional funding to expand our manufacturing capabilities and to build and install frequency regulation facilities in accordance with our business plan. To execute our business plan, we expect to raise approximately $25 million in 2010 from the sale of common stock and anticipated warrant exercises.

        Our profit and losses as well as uses of cash may fluctuate significantly from quarter to quarter due to fluctuations in revenues, costs of development, costs of materials to build flywheels and other components of our Smart Energy Matrix™ and the market price for regulation services. In addition, our cash may fluctuate by period due to the timing of capital expenditures for expanding manufacturing capabilities and/or construction of frequency regulation facilities and the related timing of project financing or equity raises. These fluctuations in cash requirements could put additional pressure on our cash position. There can be no assurance that we will be able to raise the required capital on a timely basis or that sufficient funds will be available to us on terms that we deem acceptable, if they are available at all. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for more information concerning our access to and uses for capital.

Our Technology

        Our Smart Energy 25 flywheel is a 4th-generation advanced energy storage solution designed to meet the requirements of demanding utility grid energy-balancing applications. It features a long-life, low-maintenance design, highly cyclic (charge-discharge) capability, zero fuel consumption and produces no CO2 or other emissions. An array of Smart Energy flywheel units can be configured to form a Smart Energy Matrix plant, which can store and return megawatts of energy to maintain grid reliability and stability.

        The Smart Energy 25 flywheel offers many technical and performance advantages, including:

    Highly cyclic capability:  Smart Energy 25 flywheels are designed for more than 150,000 charge-discharge cycles over their 20-year life, making them ideally suited to the frequency regulation function.

    Smart Grid attributes:  Smart Energy 25 flywheels and Smart Energy Matrix plants are interactive systems that can be monitored and operated remotely as part of an intelligent grid design.

    20-year design life:  Smart Energy 25 flywheels are designed and built for 20 years of virtually maintenance-free operation.

    Sustainable technology:  Smart Energy 25 flywheels are emissions-free, do not require fuel, and contain no hazardous chemical materials, simplifying permitting and avoiding potential ground contamination issues.

-14-


        The Smart Energy 25 flywheel system includes a rotating carbon-fiber composite rim, levitated on hybrid magnetic bearings operating in a near-frictionless vacuum-sealed environment. The rim is fabricated from a patented combination of high-strength, lightweight fiber composites, including graphite and fiberglass combined with resins, which allow the flywheel to rotate at high speeds (16,000 rpm) and store large amounts of energy as compared to flywheels made from metals. To reach its operational speed, the system draws electricity from the grid to power a permanent magnet motor. As the rim spins faster, it stores energy kinetically. The flywheel can spin for extended periods with great efficiency because friction and drag are reduced by the use of magnetic bearings in a vacuum-sealed environment. Because it incurs low friction, little power is required to maintain the flywheel's operating speed.

        When a grid operator signals the system to absorb power, the Smart Energy Matrix uses power from the grid to drive the motor/generator, which in turn increases the speed of the flywheel. When a signal is sent for electrical power to be provided, the momentum of the spinning flywheel drives a generator and the kinetic energy is converted into electrical energy for release to the grid.

        Our flywheel frequency regulation systems have been demonstrated to be a more responsive and environmentally friendly alternative to conventional fossil fuel-powered regulation methods. The Smart Energy Matrix 20 MW frequency regulation plant is a commercial facility to improve the performance and reliability of the grid, while facilitating the use of renewable energy sources and reducing air pollution. Comprising 200 high-speed, high-energy flywheels and associated electronics, a 20 MW plant provides 20 MW of "up and down" regulation—equal to a 40 MW swing.

        The Smart Energy Matrix is designed to recycle excess energy when generated power exceeds load and deliver it when load increases. Flywheel-based regulation is highly responsive, achieving full up or down power less than four seconds after receiving an ISO-transmitted or other control signal. Unlike conventional, fossil fuel-burning frequency regulation plants, our technology does not consume fossil fuel or produce particulates or other air emissions. This should make it possible to rapidly permit and site a 20 MW flywheel-based plant almost anywhere on the grid relatively close to a transmission line.

Research and Development

        Our research and development efforts are essential to our ability to successfully design and deliver our systems, as well as to modify and improve existing products to reflect the evolution of markets and customer needs while reducing our costs. Our engineers work closely with the ISOs to define system features and performance requirements to address specific ISO needs. Research and development expenses, including engineering expenses, were approximately $6,796,000 in 2009, $15,398,000 in 2008 and $8,387,000 in 2007. We expect research and development expenses in 2010 to be higher than in 2009 due primarily to additional headcount and related expenses, expanded use of engineering consultants and for materials to be used during our cost reduction efforts on plants.

ISO-NE Alternative Technologies Regulation Pilot Program

        To support our efforts to open ISO markets and help foster market rules that optimize pricing and costs, in November 2008, we began participating in an Alternative Technologies Regulation pilot program in ISO-NE. Under this program we are now operating a 3 MW flywheel regulation resource at our Tyngsboro facility. The pilot program was put in place to provide information that ISO-NE will use to create permanent market rules in compliance with FERC Order No. 890.

Renewable Generation Integration Project

        During the second quarter of 2008, we began providing contract services for a wind-related R&D project co-funded by the California Energy Commission, identified as CEC-PIER Contract 500-07-020, Agents for Renewables Project. Project partners include Southern California Edison and the California ISO. The objective of the project is to find better ways to coordinate and maximize energy production

-15-



and delivery from wind generation resources located in the Tehachapi area of California. The technical approach will include the application of "intelligent agent" controls and our flywheel energy storage in an effort to find ways to deliver as much wind-generated electricity as possible without exceeding the dynamic ratings limits of the locally-constrained transmission system. "Intelligent agent" control technology has been identified as a key element of the DOE SmartGrid initiative and is often defined as an advanced control technology that executes autonomously, operates in real-time, communicates with other agents or users, exploits domain knowledge, and exhibits goal-oriented behavior.

        We are supporting the project's prime contractor, Alternative Energy Systems Consulting, Inc., with the design, development and demonstration of an agent-based system that:

    Controls flywheel storage technology to improve the dynamic control of wind generation resources

    Coordinates energy production and delivery from wind generation in the Tehachapi region of California.

        The project will re-use portions of the previously used flywheel scale-power demonstration system owned by the CEC and tested for regulation on PG&E's grid in 2006 and 2007. One 100 kW Smart Energy 25 flywheel will replace the seven smaller flywheels previously used by the CEC project. Our share of the scope of work is valued at approximately $469,000, of which we will receive $250,000 from the CEC and we will provide matching funding of approximately $219,000, which has been recorded as a contract loss.

        Another goal of the project is to identify ways to commercialize any new application that may be developed. This project is exploratory and there can be no assurance that a commercially-feasible application will be developed. However, this project is consistent with our interest in potential applications that have a high cyclic requirement, move a large amount of energy through the flywheel matrix, potentially address a large global market and facilitate renewable energy.

        The upgrade of the system has been completed and is currently being installed at the test site in Tehachapi, California. The testing schedule will be determined according to the priorities and execution of the prime contractor and other parties.

Wide-Area Energy Storage and Management System to Balance Intermittent Resources in the Bonneville Power Administration and California ISO Control Areas

        In 2008 we completed R&D work under Phase I of a planned multi-phase R&D project with the Pacific Northwest National Laboratory (PNNL), Bonneville Power Administration (BPA), the California ISO and the California Energy Commission. Under Phase I, we provided $30,000 of in-kind project support to the consortium of project partners. The goals of the project include developing principles, algorithms, market integration rules, and a functional design and specification for an energy storage and control system with the ability to help the BPA and the California ISO better cope with wind generation intermittency and unexpected fast ramps from the deployment of new wind resources in their balancing areas. The system resulting from this project, if ultimately deployed, would be expected to accomplish these goals by recycling excess energy, controlling dispatchable load and distributed generation and managing inter-area exchanges of excess energy between the BPA and California ISO Control Areas. A final goal for the project is to complete a cost-benefit analysis and develop a business model that can justify large-scale investment in the practical deployment of such a system.

        Because flywheel storage is capable of compensating for the inaccuracies caused by the response delay, dead zone, and deviation characteristics of the hydro power plant, simulation showed that the aggregated hydro power plant and flywheel storage plant could provide a faster and more accurate regulation service than that of the hydro plant alone. Simulation results demonstrated the feasibility and efficiency of the proposed Wide Area Energy Management and Energy Storage system, and it was

-16-



concluded that a total system consisting of hydro resources and flywheels could be highly effective in mitigating the effects of intermittent wind resources in BPA's and CAISO's service territories.

        Phase II of this project was approved in 2009 under contract terms discussed with PNNL, the prime contractor. Under Phase II, we expect to provide approximately $106,000 of in-kind project support and to receive approximately $104,000 in payments against a total budget of $210,000 for our portion of the work. Phase II goals include providing numerical factors needed for the possible future design of the system architecture and completion of a technical design specification. Deployment of such a system could involve many megawatts of flywheel energy storage capacity. However, there is no assurance that Phase II of the project will be successfully completed or that subsequent phases of this project will also be approved and successfully completed in such a way as to lead to commercial deployment of our flywheel systems specifically to help balance intermittent wind resources.

        We have completed modeling and analysis of a combined hydro and flywheel-based balancing system. Our work has confirmed the potential benefits of co-optimizing these two energy storage resources to perform frequency regulation and energy balancing services. The next step will be to conduct a scaled simulation using an actual flywheel and theoretical hydro plant to further validate the modeling results.

Manufacturing

        We completed the move from our Wilmington, Massachusetts facility to a new corporate headquarters in Tyngsboro, Massachusetts in January 2008, significantly expanding our manufacturing capacity and providing sufficient space to continue our research and development activities. We signed a seven-year lease in July 2007 for our facility, located at 65 Middlesex Road, Tyngsboro, MA. The 103,000 square-foot Tyngsboro facility was fully renovated and built-out to our specifications and has a manufacturing capacity of more than 600 flywheels per year. The manufacturing capacity of the facility could be further expanded to over 1,000 flywheels per year if necessary.

        We expect to continue to expand staffing for the assembly and testing of our flywheel systems during 2010 and beyond. In addition to assembly work at our Tyngsboro facility, we rely on outside suppliers to provide components for our systems.

Business Development

        Business development activities include sales, marketing, plant site identification, development of loan and other potential funding opportunities, and legislative initiatives and regulatory reform activities designed to open additional markets to our merchant plants and attract customers for the sale of turnkey plants in both the United States and overseas. In 2008 and 2009, we pursued a broad and successful program of regulatory reform in a number of ISOs with the goal of opening the markets to our technology, and ensuring that we will be paid on a fair and equitable basis for frequency regulation services. (See "Regulatory and Market Affairs" for further details on regulatory reform activities.) In addition to our domestic activities, in 2010 we will seek opportunities in Europe and Asia to demonstrate our technology and sell plants. We will also continue to evaluate the market potential for our systems on islands, which generally require a higher percentage of regulation resources compared to larger mainland grids. Business development costs are expected to increase in 2010 as we add staff to support these activities.

Information Sharing and Performance Evaluation Agreement with National Grid

        In December 2008, we entered into an information sharing and performance evaluation agreement with National Grid plc, an international electricity and gas company and one of the largest investor-owned energy companies in the world. Under the two-year agreement we will share technical, performance and economic data on our flywheel energy storage systems. We will also assess the potential operational value of our flywheel energy storage to National Grid's electricity transmission

-17-



networks in both the United States and the United Kingdom. Other objectives of the agreement include the evaluation by National Grid of our flywheel systems for wind-related ramp mitigation—another potential large-scale grid stability application that could be provided by our technology, as well as for our fast-response frequency regulation.

        Ramp mitigation refers to the ability of regulation and reserve generation units to quickly compensate for a rapid system-wide change in aggregate power output caused by sudden changes in power production. As an intermittent resource, wind power generation often experiences rapid fluctuations in power output. As the amount of wind generation on the grid increases, many grid operators foresee the need to increase total regional ramping capacity to maintain proper energy balance.

        Under the terms of the agreement, we will work with National Grid to forecast future increases in the demand for regulation and ramping capacity resulting from greater deployment of wind power. National Grid will also work with us to define an optimal control algorithm for our fast-response energy storage technology that would maximize benefits on the grid.

        Given the powerful trend towards deployment of wind generation, in 2008 we performed market research to better understand the role our technology can play in supporting large-scale integration of new wind generation. We joined the American Wind Energy Association (AWEA) and the Utility Wind Integration Group (UWIG) to increase our understanding of technical, market and financial issues, and we exhibited our technology at the May 2009 AWEA Conference in Chicago. We believe that our flywheel-based regulation system can help supply new fast-response regulation and ramping capacity that will be needed as more wind and solar generation assets are deployed. The California ISO, for example, estimates that to accommodate the 20% of its electricity that will be supplied by intermittent renewable resources, regulation requirements will increase by 170 MW to 250 MW for "up regulation" and 100 MW to 500 MW for "down regulation," depending on the season and hour of the day.

Backlog

        At December 31, 2009, we did not have any firm commercial sales commitments for our products and services. As of the end of 2009, we had four ongoing research and development contracts from which we expect to derive revenue in 2010 of approximately $181,000. The multi-year contract with the U.S. Naval Sea Systems Command that we were granted in February 2009 has a potential value of up to $3 million, of which $500,000 has currently been funded. We have completed work on the funded portion of this contract, and are currently in discussions with NAVSEA about obtaining additional funding. In addition, the PNNL contract expires on March 31, 2010. As of late February 2010, CAISO had not provided the control signal test data required to complete the project. PNNL has requested a contract extension from the BPA. If the extension is not granted, we may be unable to complete the scope of work included in the contract, and therefore both our revenue and our costs may be less than initially estimated.

Intellectual Property

        Our success depends upon our ability to develop and maintain the proprietary aspects of our technologies and to operate without infringing on the proprietary rights of others. To some extent, our success also depends upon the same abilities on the part of our suppliers.

        We rely on a combination of patent, trademark, trade secret and copyright law and contract restrictions to protect the proprietary aspects of our technology. We seek to limit disclosure of our intellectual property by requiring employees, consultants, and any third parties with access to our proprietary information to execute confidentiality agreements and by restricting access to that information. Our patent and trade secret rights are of material importance to our current and future prospects. We are actively pursuing both national and foreign patent protection.

-18-


        The intellectual property rights of our flywheel-based products are primarily embodied in patents that we hold or are pending, but in addition include flywheel technologies and patents that we are licensed to use. We hold one or more U.S. patents on our flywheel vacuum system, heat pipe cooling system, output paralleling algorithm, metal hub, low-loss motor, co-mingled rims, earthquake-tolerant bearings, bearing cooling device, and bearing damper. We also hold one or more foreign patents on our vacuum system, co-mingled rims, metal hub and earthquake-tolerant bearings. Our patents expire on various dates between 2020 and 2029. We also have 31 pending U.S. and foreign patent applications, and several other applications being prepared for filing. We hold a perpetual, exclusive, royalty-free, worldwide license from SatCon Technology Corporation to use its flywheel technologies and patents for stationary terrestrial flywheel applications. Our plans for exploring the development of systems for use in space or naval applications do not use the patents licensed from SatCon. See "Defense Applications" above. This license includes 15 issued U.S. patents and 12 foreign patents and applications that expire on various dates between 2012 and 2021, and covers SatCon's technologies and patents and all improvements made by SatCon through November 16, 2000, the date of our initial public offering. We are not entitled to any improvements to the flywheel technology that SatCon develops subsequent to that date. We expect to develop additional intellectual properties and trade secrets as we continue developing additional Smart Energy flywheel technology. We own all technology improvements that we have developed that are based on the technology licensed from SatCon.

Government Regulation

        We operate in a heavily regulated industry. This environment presents both opportunities and challenges. The principal opportunity is that we have been able to work within the regulatory framework to gain market rule changes that allow our technology to compete in open-bid markets on a fair and equitable basis. In the future, we believe we may succeed in fostering further changes which would result in higher payments for the regulation services provided by our technology due to its fast response characteristics. A cap-and-trade program or carbon tax regulations, if enacted, would have the effect of increasing the cost of operation of our fossil fuel-based competitors, and potentially provide an additional revenue source for us.

        The primary challenge imposed by government regulation is the lead time generally required to obtain the necessary state, local and federal permits, approvals and interconnection agreements needed to construct our merchant plants. Internationally, there are a number of countries where our technology could provide regulation services without government intervention or regulatory reform; however, some overseas markets will require regulatory changes in order for us to enter the markets and compete on a fair and equitable basis.

        See also "Regulatory and Market Affairs" for further discussion of how government regulation affects our business.

Employees

        At December 31, 2009, our headcount was 64 full-time employees, five part-time employees and a number of independent contractors. Our staff included 29 technical employees made up of engineers and technicians involved in research and development activities and 20 manufacturing and materials handling workers involved in production and research and development activities. We also had five employees in sales, marketing, business development, compliance and customer service. The remaining ten people were involved in administrative tasks. None of our employees is represented by a union and we consider our relations with employees to be satisfactory. In 2010, we expect our number of employees to increase significantly.

-19-


Other Information

        We file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the "SEC"). You may read and copy any documents that we file at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public free of charge at the SEC's website at www.sec.gov.

        Our web address is www.beaconpower.com. All of our filings with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are made available free of charge on our website as soon as reasonably practical after being filed electronically with, or furnished to, the SEC. The content on our website does not constitute part of this annual report. We also make available our Corporate Governance policies and our Code of Conduct on our website. Additionally, paper copies of these documents may be obtained free of charge by writing our Investor Relations department at our principal executive office.

Item 1A.    Risk Factors

We have successfully deployed a small number of Smart Energy Matrix™ in our commercial design. However, we may not be successful in volume production or even if we are, we may fail to meet our commercial production targets.

        We have designed, built and are currently operating 3 megawatts in Tyngsboro under the ISO-NE pilot program, and have previously built and successfully deployed both 2 kWh and 6 kWh flywheel systems in limited volumes. The further development of our Smart Energy Matrix™ involves significant technological and cost challenges, including:

    Making timely improvements to the cost-effectiveness of key components of the Smart Energy Matrix™, such as the flywheel hub, needed to reduce the cost of each 20 MW facility in volume production to meet profitability goals

    The possibility that test malfunctions could damage our other equipment and test facility, and entail re-engineering costs and production delays

    The possibility of development and production delays and/or cost increases that may occur if we are unable to establish and maintain multiple source suppliers for key components that meet our engineering requirements, cost objectives and development and production schedules

    Making timely improvements to the system's design in order to achieve planned cost reductions while meeting system performance and manufacturing requirements as we increase our production volume, such as:

    Cooling systems that result in component temperatures that will meet 20 year life

    A balancing scheme that allows fast and efficient balancing of the rotor and shaft

    A touchdown bearing system to stabilize the rotor during abnormal conditions such as an earthquake

    Improving our ability to ramp up and maintain manufacturing rates.

        We are now in transition from low-rate initial production to commercial-scale production of our Smart Energy Matrix™ systems, and to be profitable, we will need to expand our manufacturing capabilities, expand our staff and management team and achieve cost-reduction and engineering goals. However, we have limited experience with such a transition. There can be no assurance that we will be successful in meeting these challenges.

-20-



Even if we are able to complete development of and manufacture commercial quantities of the Smart Energy Matrix™ flywheel system, we will have the challenge of integrating multiple Smart Energy 25 flywheels into a common facility, constituting a 20 MW Smart Energy Matrix™.

        This effort will pose significant technological and cost challenges, such as:

    Designing the control system and interface of the separate flywheels so that they act as an integrated matrix of 200 flywheels

    Meeting the technical requirements for interconnection to the utility grid

    Developing a communication system adequate to meet the performance standards of grid managers.

        There can be no assurance that we will be successful in meeting these challenges and if we are not, it will adversely affect our profitability and our ability to continue as a going concern.

Sale of plants overseas will typically require that our technology be compatible with 50 Hz. electrical design requirements.

        Our technology is currently designed to meet 60 Hz. electrical design requirements for North America. Failure to make our technology fully compatible with 50 Hz. electrical design requirements in either a timely or correct manner could impede our ability to sell plants in regions of the world that require 50 Hz. compatibility, including but not limited to Europe, China, and a portion of Japan.

Our business plan includes the construction and operation of frequency regulation plants in a variety of locations, as well as the sale of turnkey systems. Should we fail to execute any of these tasks it may have a material adverse effect on our Company.

        This effort will pose significant technological and cost challenges such as:

    Managing large-scale construction projects, in terms of both schedule and cost

    Managing large-scale construction projects simultaneously in multiple locations

    Achieving planned cost reductions for our 20 MW system as we increase our production volume

        To be profitable, we will need to obtain site interconnection approvals, landlord approval, or other zoning and construction approvals in a timely manner; obtain equity and project financing; organize, develop, finance, build and operate in a number of geographically dispersed locations; and participate within the market rules of the open-bid markets. However, we have limited experience with deploying and operating large, multiple geographically dispersed frequency regulation installations. If we are unable to execute these tasks, it will have a material adverse effect on our profitability and could adversely affect our ability to continue as a going concern.

We face a number of challenges related to the DOE loan guarantee on our first 20 MW plant. If we cannot effectively manage these challenges, it will have a material and adverse effect.

        In developing the Stephentown facility, we are entering into obligations that are new to us. These include the following:

    We will be entering into an 18 year contractual obligation to provide operation management and maintenance to the subsidiary

    We will be entering into a contract to provide administrative services

    We will be providing a two year commercial warranty on certain components (flywheels, certain cabling, containers and electronic control modules) of the 20 MW plant

    We will be required to place sufficient technology into escrow that would allow the DOE to take control of the plant and have a third party operate and maintain it should we be unable to meet our obligations

-21-


    We will be required to meet the subsidiary's debt service obligations, computed in a fixed and formulaic manner, yet funded by revenues whose base is entirely variable (i.e., determined by auction every day)

    We are being required to guarantee completion of the plant

    We are being required to ensure that the subsidiary will meet operational and financial tests and other covenants

        There can be no assurance that we will be successful in meeting any or all of these challenges and failure to meet all of these challenges could have a material adverse effect on our financial position and ability to continue as a going concern.

        Some of the factors described above, such as putting our technology into escrow and other demands, guarantees and loan covenants required under the terms of the DOE loan may affect the terms of future project financing or make it more difficult to obtain such financing. There can be no assurance that we will be successful in obtaining future project financing or that that financing, if available, will be on terms that are economically viable and that required guarantees can be met. Failure to meet all of these challenges could have a material adverse effect.

The commercialization of our Smart Energy Matrix™ will require substantial funds. Our stockholders may be adversely affected if we issue debt securities or additional equity securities to obtain financing.

        We will require substantial funds to manufacture and deploy our systems, market our services and increase our revenues. We anticipate that such funds will be obtained from a combination of equity, debt, and/or the sale of turnkey systems. The extent of the funds needed is dependent, in part, on the volume of flywheels that we produce and deploy and/or sell as turnkey systems.

        A large portion of our expenses are fixed, including those related to facilities, equipment and key personnel. To execute our business plan, we will incur substantial costs to manufacture and deploy our Smart Energy Matrix™ systems. If we do not succeed in raising additional funds, we will be unable to execute our business plan. If this occurs, it will have a material adverse impact on our business, including our ability to continue as a going concern.

        A fundamental component of our business plan is the use of project financing to fund, at least in part, our Smart Energy Matrix™ installations. The fact that we are in the early stages of deploying our merchant plants makes it harder to obtain project financing. Additionally, adverse conditions in the overall credit market further complicate our ability to arrange financing, at least in the near term. We have little or no experience in obtaining financing for capital projects. The funding we require may not be available on favorable terms, if at all. Such funding may only be available on terms that cause substantial dilution to common stockholders, and/or have liquidation preferences and/or pre-emptive rights. If we raise funds by issuing debt securities or equity securities, existing stockholders may be adversely affected because new investors may have rights that are superior to current stockholders or through the dilutive effect of new equity securities on current stockholders.

        We have received a conditional commitment from DOE for a loan guarantee of approximately $43 million for our Stephentown facility. The closing of the DOE loan is subject to the execution of a loan guarantee agreement, under which a number of ancillary conditions will need to be met and ancillary agreements negotiated and signed. For example, one of the conditions is the payment of the credit subsidy cost, representing the "cost of a loan guarantee," as set forth in section 502(5)(C) of the Federal Credit Reform Act of 1990. This will be a material amount. We have taken steps to obtain funding from the government for the credit subsidy cost, and believe that funding has been authorized by the American Recovery and Reinvestment Act of 2009. We have received a letter from the DOE confirming that the project may qualify for such funding if physical construction commences no later than September 30, 2011, and if laborers and mechanics employed in performing the project are paid prevailing wages in accordance with the Davis-Bacon Act. However, if such government funds cannot

-22-



be obtained, we will be required to pay the credit subsidy cost ourselves and to raise additional funding to cover that amount. There is no guarantee that we will be successful in closing the Stephentown loan or that the government will pay the credit subsidy cost, or if necessary, that we can raise additional funding on reasonable terms, or at all, to cover the amount of the credit subsidy. Additionally, there is no assurance that the timing of the loan closing will be suitable to enable us to achieve our near-term business plan. In the event that we are not successful in closing the Stephentown DOE loan on a timely basis, it could have a material adverse effect on our financial position.

Reductions in energy prices and demand for electricity may have a material adverse impact on both the demand for and pricing of frequency regulation services and therefore our revenue.

        Over the longer term, the market pricing for frequency regulation services tends to follow the pricing for energy. Hence, when the price of energy drops, frequency regulation prices may be adversely affected, which could materially affect our revenue.

        We expect the overall size of the global frequency regulation market to grow, in part due to the increased need for regulation resulting from the higher use of intermittent energy sources, such as wind and solar. A sustained drop in the price of energy may adversely affect the growth of these industries, and consequently, the overall size of and rate of growth for the frequency regulation market. A reduced demand for frequency regulation could result in lower pricing, which would have a material adverse effect on our business.

Although the market for frequency regulation services is large and expected to grow in the long term, we have not demonstrated an ability to sell into that market at a commercial level. Further, although several ISOs have changed their market rules to integrate flywheels on a comparable basis to other resources and the Federal Energy Regulatory Commission has mandated that all ISOs allow non-generation resources (such as ours) to provide regulation services, certain ISOs must still modify their individual market rules for us to be able to sell our frequency regulation services in their markets on an comparable basis.

        We intend to provide frequency regulation services using our Smart Energy Matrix™ in the open-bid markets of regional grid operators. In some markets, there are still significant market rule changes that need to be put in place. There is no assurance that favorable rule changes will be implemented or if implemented, that they will be done in a time frame that will allow us to achieve our business plan, or that the revised tariff structure for a particular ISO will result in a market for that ISO in which we can participate on a profitable basis.

        We are actively engaged both with FERC and several ISOs on the development of new market rules that would allow our participation. However, the timing of when market rules for each ISO/RTO will be amended to allow our participation is uncertain. There can be no assurance that the amendments to the various tariff structures will occur in a timeframe that will allow us to achieve our business plan or that the revised tariff structure for a particular ISO will result in a market for that ISO in which we can participate on a profitable basis. Furthermore, in markets where market rules have been modified, we have yet to demonstrate our ability to bid into and sell our services at a commercial level.

Our stock price has been volatile and purchasers of our common stock could incur substantial losses.

        The market price of our common stock has historically been volatile, and fluctuates significantly in response to multiple factors, some of which are beyond our control. The stock market, in general, experiences wide volatility that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations could result in significant movement in the price of our common stock, which may cause investors to be adversely affected and

-23-



potentially incur substantial losses. The market price for our stock may be influenced by many factors, including:

    Market conditions in the conventional or renewable energy industries

    Securities analysts' reports or recommendations

    Our ability or inability to execute our business plan

    The dilutive effect or anticipated effect of additional equity financings

    Investor perception of our Company and of the industry

    The success of competitive products or technologies

    Regulatory developments in the United States and/or foreign countries

    Developments or disputes concerning patents or other proprietary rights

    The recruitment or departure of key personnel

    General economic, political and market conditions.

Historically, the amount of frequency regulation required in the United States typically has been one percent of all power produced. If a reduction in this percentage occurs, our business plan could be adversely affected.

        Various regulatory organizations, such as FERC and the North American Electric Reliability Council (NERC), as well as the ISOs, oversee the markets and can implement rules and regulations that may alter the percentage of frequency regulation required. Each ISO decides what amount of regulation it needs to procure in order to meet NERCs requirements. This can vary based on each ISO's evaluation of its region. We cannot predict how these organizations may act in the future, and if any ISO decides to reduce its amount of regulation procurement, it could have a material adverse effect on our business.

We have a history of losses, anticipate future losses and will have limited revenues in the near term. Unless we raise substantial additional capital to operate our business, we may not be able to continue as a going concern. Our December 2009 cash balances, combined with funds from the 2010 Seaside investment, are sufficient to close the DOE loan for Stephentown and fund operations only through approximately the second quarter of 2010.

        We had approximately $22,605,000 in cash and cash equivalents on hand at December 31, 2009, and have raised approximately $1,527,000 during 2010 from the completion of the Seaside stock agreement. We have incurred significant losses from operations since our inception. As shown in our consolidated financial statements, we incurred losses from operations of approximately $18,944,000, $23,839,000 and $13,620,000, and operating cash decreases of approximately $20,596,000, $13,763,000 and $11,282,000 during the years ended December 31, 2009, 2008 and 2007, respectively. Our business model is based on owning and operating a number of 20 MW frequency regulation merchant plants, and the sale of turnkey systems. Once we are in full-scale production, our goal is to significantly reduce the cost to complete these plants, and we believe we are on target to do so. However, to fund our initial, more costly plants, we will need to raise substantial capital in 2010 and 2011. In the event that we are unable to raise capital or the timing is delayed, it will have a material adverse effect on our ability to execute our business plan and could impact our ability to continue as a going concern.

        Miller Wachman LLP, our independent auditor, has included an explanatory paragraph expressing uncertainty in their audit report on our consolidated financial statements for the fiscal year ended December 31, 2009, which identifies our recurring losses and negative cash flows and raises doubt about our ability to continue as a going concern.

        Our financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have not made any adjustments to our financial statements as a result of the going concern uncertainty. If we cannot continue as a going concern, we may have to liquidate our assets and may receive significantly

-24-



less than the values at which they are carried on our financial statements. Any shortfall in the proceeds from the liquidation of our assets would directly reduce the amounts that holders of our common stock could receive in liquidation.

We are dependent on third-party suppliers for materials and components used to manufacture our flywheels and build our Smart Energy Matrix™ plants. Increases in purchase prices or decreases in availability of materials and commodities may affect our ability to achieve profitability. In particular, our systems require carbon fiber, steel and aluminum, the cost of which may be impacted by the price and availability of energy and other factors.

        We purchase components and commodities from third-party suppliers. Delays in availability or receipt of these items or cost increases, could negatively impact our ability to manufacture our flywheels, deploy our Smart Energy Matrix™ plants or become profitable. Certain commodities, such as carbon fiber, aluminum and steel are basic elements of our flywheel systems. Some of these commodities have, in the past, been subject to shortages and price changes. Future shortages or price changes could impact our ability to manufacture our flywheel systems in a timely manner and at a reasonable cost. Additionally, certain components which we purchase are technically difficult to manufacture, and suppliers may have difficulty manufacturing products that meet our specifications and requirements. Although we have taken steps to establish at least two suppliers for our critical components, failure of a key supplier to produce acceptable components on a timely basis could have a significantly adverse effect on our ability to execute our business plan. Further, there are no guarantees that, should we receive additional funding that would allow us to accelerate our deployment schedule; our suppliers would be able to meet our accelerated production requirements, which would limit our ability to accelerate our deployment. Certain components we use in our manufacturing process have lengthy lead times from order date to delivery at our facility.

Our competitive position could be impaired if we either fail to protect our intellectual property or infringe third-party patent rights.

        We cannot provide assurance that we have or will be able to maintain a significant proprietary position on the basic technologies used in our flywheel systems. Our ability to compete effectively against alternative technologies will be affected by our ability to protect proprietary technology, systems designs and manufacturing processes. We do not know whether any of our pending or future patent applications under which we have rights will issue, or, in the case of patents issued or to be issued, that the claims allowed are or will be sufficiently broad to protect our technology or processes from competitors. Even if all of our patent applications are issued and are sufficiently broad, they may be challenged or invalidated. We have incurred substantial costs in prosecuting or defending patent infringement suits, and such suits have diverted funds and resources that could have been used in our business.

        Further, our competitors or others may independently develop or patent technologies or processes that are substantially equivalent or superior to ours. If we are found to be infringing on third-party patents, we do not know whether we will be able to obtain licenses to use such patents on acceptable terms, if at all. Even if we were able to obtain a license, the rights may be nonexclusive, which could result in our competitors gaining access to the same intellectual property, and/or we may be required to pay license fees, royalties and/or other amounts. Failure to obtain needed licenses could delay or prevent the development, manufacture or sale of our systems, and lead to materially adverse effects on our Company, including ceasing some aspects of our business.

        We rely, in part, on contractual provisions to protect trade secrets and proprietary knowledge. These agreements may be breached, and we may not have adequate remedies for any breach. Our trade secrets may also be known without breach of such agreements or may be independently developed by competitors or others. Our inability to maintain the proprietary nature of our technology

-25-



and processes could allow competitors or others to limit or eliminate any competitive advantages we may have.

Government regulations may impair our ability to construct and operate our plants profitably.

        Government regulation of our services in the United States, whether at the federal, state or local level, including any change in regulations, tariffs or zoning, may increase the cost of our services or decrease our revenue, and may have a negative impact on our profitability. We cannot provide assurance that our services will not be subject to additional federal, state and local regulations governing traditional electric utilities and other regulated entities in the future. We expect that our Smart Energy Matrix™ plants will be subject to oversight and regulation at the local level in accordance with state and local ordinances relating to building codes, environmental, safety and related matters. For example, we may require permits from state utility commissions, and could be subject to fines or construction delays if those commissions determined that we were not in compliance with the permits. We do not know the full extent to which current or future regulations may affect our ability to build and operate our systems.

        In addition, if regulatory modifications change the structure of the markets, such modifications could adversely affect our business plan. If the market rules change in the future or current modifications being developed as a result of FERC Order No. 890 are not implemented, we may be required to change our business plan and there can be no assurance that we will be successful in doing so.

        Similarly, in international markets, we face the need in some countries to foster regulatory changes in order to enter and compete and fair, equitable and economic basis. Even if achieved, unforeseen adverse developments in the regulatory landscape of these countries could impair our ability to enter or operate profitably in these markets.

The exercise of options and warrants and other issuances of shares will likely have a dilutive effect on our stock price.

        As of December 31, 2009, there were outstanding options to purchase an aggregate of 12,000,028 shares of our common stock at prices ranging from $0.26 per share to $9.31 per share, of which options to purchase 10,226,829 shares were exercisable as of such date. As of December 31, 2009, there were outstanding warrants to purchase 81,089,664 shares of our common stock, all of which were exercisable as of December 31, 2009.

        The exercise of options and warrants at prices below the market price of our common stock could adversely affect the price of our common stock. Additional dilution may result from the issuance of shares of our common stock in connection with collaborations or manufacturing arrangements or in connection with financing efforts.

Our financial performance could be adversely affected if we are unable to retain key executive officers.

        Our future success and our ability to effectively implement our business plan depends to a large degree on the management provided by the executive officers and thus on our ability to retain members of our executive team, which are: Mr. Capp, CEO and President; Mr. Spiezio, Vice President of Finance, Chief Financial Officer, Treasurer and Secretary; and Mr. Lazarewicz, Vice President and Chief Technical Officer. There can be no assurance that we will be successful in retaining our executive officers. On April 1, 2009, we entered into employment agreements with our executive officers that continue until March 31, 2010, unless renewed or terminated. Our Compensation Committee is currently working towards the completion of new executive agreements for these individuals to take effect April 1, 2010, although there is no certainty that such agreements will be completed by that date or at all. Under the terms of the expiring executive contracts, the executives will have the right to

-26-



terminate employment at any time and receive the compensation and benefits defined in the employment agreements for non-renewal.

Our financial performance could be adversely affected if we are unable to retain or attract key personnel.

        Our future success also depends to a large degree on the technical skills of our engineering staff and our ability to attract key technical personnel and other staff. Competition for hiring skilled professionals can be intense. We may not be successful in attracting and retaining the talent necessary to design, develop and manufacture our systems and deploy and operate our frequency regulation installations.

We currently purchase a small percentage of components for our flywheels from companies outside of the United States. Further, although our initial target market is within the United States, we expect to expand our business to other countries in the future. Engaging in business outside of the United States exposes us to a variety of risks related to the specific countries in which we may operate.

        Engaging in business outside the United States may expose us to a variety of risks, which include:

    Different political and economic climates which we may not fully understand or be prepared to address

    Potential political and economic instability, including armed conflicts

    Potential imposition of government controls, trade restrictions, or changes in tariffs that may have a negative impact on our ability to operate, our cost structure or our revenue

    Some electrical grids in other countries have different standards than in the United States. We may be unable to successfully meet these standards, resulting in loss of revenue or increase in costs

    Some countries have different market structures, within which we may be unable to successfully operate or which may require regulatory changes in order for us to be paid for our services

    Exchange rates in other countries may fluctuate significantly, which would expose us to the risk of currency exchange losses

    Some countries have different legal structures, within which we may be unable to successfully enforce contracts or adequately protect our intellectual property

    We may face difficulty in managing and operating installations located in another country, including cultural and language differences

    We may face difficulty in repatriating funds from foreign operations due to limitations on the amounts that can be transferred to the United States, or taxes and penalties on such transfers.

        Due to the risks shown above, there is no guarantee that we would succeed in expanding and operating our business in countries outside of the United States. Failure to adequately address these risks could potentially have a material adverse effect on our Company.

If our Smart Energy Matrix™ systems were to malfunction and/or cause damage we could be subject to possible product liability claims for both damages and fines that exceed our liability insurance coverage. Additionally, our stock price could drop as a result of negative publicity from such claims.

        We have incorporated technical features in our flywheel systems that are designed to ensure that a failure will not result in any significant damage, including secondary damage to the electrical grid. However, our Smart Energy Matrix™ is a complex system, and errors may occur during the manufacturing or installation process. Should a failure take place, we may incur substantial costs to repair or replace the defective equipment. In addition, failures may result in product liability claims against us. Liability claims may also be filed against us which have no merit, but which may require us

-27-



to expend significant resources defending ourselves. Such claims, valid or not, could result in negative publicity. This could have a materially adverse effect on our business and shareholder value.

Economic conditions could negatively impact our business.

        Our operations are affected by local, national and worldwide economic conditions. A reduction in economic activity and uncertainty in energy prices and the capital and commodities markets have resulted in a decline in energy consumption. If these conditions were to continue or worsen, it could adversely affect our revenue and future growth. Instability in the financial markets, exacerbated by insufficient financial sector liquidity or other economic factors, could also affect our stock price, the cost of capital and/or our ability to raise capital.

Competitors in the frequency regulation market include established utilities, independent service providers and alternative energy storage technology companies with greater resources than we have.

        The frequency regulation services market is being served by well-known utilities and independent service providers that use conventional generators. In addition, there are emerging energy storage technologies that have also begun providing this service. Most of these competitors have greater financial and technical resources than we do.

We have anti-takeover defenses that could delay or prevent an acquisition and changes in control that could adversely affect the price of our common stock.

        Provisions of our certificate of incorporation, by-laws, Rights Agreement and Delaware law may have the effect of deterring unsolicited takeovers or delaying or preventing changes in control of management, including transactions in which our stockholders might otherwise receive a premium for their shares over then current market prices. In addition, these provisions may limit the ability of stockholders to approve transactions that they may deem to be in their best interest.

        Our certificate of incorporation permits the Company to issue preferred stock without stockholder approval upon such terms as the board of directors may determine. The rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of our outstanding common stock. Although we have no present intention of issuing preferred stock, issuance of a substantial number of preferred shares could adversely affect the price of our common stock.

        In addition, our certificate of incorporation and our by-laws provide that:

    Our directors may only be removed for cause by a majority of the outstanding capital stock entitled to vote in the election of directors

    Our stockholders do not have the power to call special meetings of stockholders

    The provisions relating to the removal of directors and calling of special stockholder meetings may only be amended by a 662/3% vote of the outstanding shares of common stock, voting together as a single class.

        These provisions make it more difficult for our stockholders to change the composition of the board of directors, as well as approve transactions they may deem to be in their best interests but that are not approved by the board of directors.

        Pursuant to a Rights Agreement, dated as of September 25, 2002, between the Company and Computershare Trust Company, N.A. (fka Equiserve Trust Company, N.A.), as Rights Agent, as subsequently amended, we issued rights as a dividend on common stock on October 7, 2002, each of which entitles the holder to purchase 1/100th of a share of newly issued preferred stock for $22.50 in

-28-



the event that any person not approved by the board of directors acquires more than 15% of our outstanding common stock, or in the event of an acquisition by another company, $22.50 worth of the common stock of the other company at half its market value (in each case the rights held by the acquiring person are not exercisable and become void). The Rights Agreement, as amended, may have the effect of discouraging a third party from making an offer to acquire us without the support of our Board of Directors, even if such an offer would be at a premium to the market price of our common stock at the time.

Our stock may be removed from The Nasdaq Stock Market.

        On September 16, 2009, we received a letter from the Nasdaq Stock Market indicating that for the previous 30 consecutive business days, the bid price of our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Stock Market based on Marketplace Rule 5550(a)(2). In accordance with Marketplace Rule 5810(c)(3)(A), we have been provided 180 calendar days, or until March 15, 2010, to regain compliance. We will not be able to satisfy Rule 5550(a)(2), under which our common stock must have a closing bid price of $1.00 or more for a minimum of 10 consecutive business days before March 15, 2010. As of the date of this filing, we have not had a closing bid price over $1.00. The Nasdaq Stock Market Staff will notify us that we do not comply with this rule. However, we expect to be granted an additional grace period of 180 days to achieve compliance. To obtain this additional 180 day grace period, we must meet the initial listing criteria, with the exception of the bid price, for the Nasdaq Stock Market. We believe we satisfy this requirement. However, there can be no assurance that we will be able to meet The Nasdaq Stock Market's minimum bid price requirements within the extended grace period and therefore may lose our eligibility for quotation on The Nasdaq Stock Market. Should our stock lose its eligibility to be quoted on The Nasdaq Stock Market, we will seek to have our stock quoted on the OTCBB. While we know of no reason that our stock will not be accepted for quotation on OTCBB, we cannot guarantee that acceptance.

Item 1B.    Unresolved Staff Comments

        None.

Item 2.    Properties

        In January 2008, we relocated our principal executive offices, research and development, and manufacturing facilities from Wilmington, Massachusetts, to a new corporate headquarters located at 65 Middlesex Road, Tyngsboro, Massachusetts. This 103,000-square-foot facility, which has been renovated to meet our needs, is operated under a lease that expires in September 2014, with options to renew for two additional seven-year periods. The facility has a potential capacity for the production of more than 1,000 flywheels per year, although based on the manufacturing build-out thus far, that capacity is currently 600 flywheels per year. We have purchased land in Stephentown, New York, on which we have begun the initial stages of construction for our first 20 MW frequency regulation facility. On August 31, 2009, we purchased an option to lease land in Glenville, New York, where we expect to build a second 20 MW facility. During the lease option period, we have agreed to negotiate in good faith a ground lease to be entered into upon our unilateral exercise of the lease option. Key terms of the ground lease were substantially delineated in the executed option to the lease. In addition, we are evaluating several other possible locations for future Smart Energy Matrix™ plants.

Item 3.    Legal Proceedings

        None.

Item 4.    (Removed and Reserved)

-29-



PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

        Our common stock is quoted on The NASDAQ Capital Market under the symbol "BCON." The following table sets forth the high and low sales price of the common stock for the periods indicated.

 
  High   Low  

Twelve months ended December 31, 2009

             
 

Fourth Quarter

  $ 0.72   $ 0.45  
 

Third Quarter

  $ 0.87   $ 0.64  
 

Second Quarter

  $ 1.03   $ 0.43  
 

First Quarter

  $ 0.53   $ 0.33  

Twelve months ended December 31, 2008

             
 

Fourth Quarter

  $ 1.37   $ 0.51  
 

Third Quarter

  $ 1.95   $ 1.11  
 

Second Quarter

  $ 2.15   $ 0.98  
 

First Quarter

  $ 1.61   $ 0.84  

        On March 10, 2010, the last reported sale price of our common stock on The NASDAQ Capital Market was $0.41 per share, and there were 282 holders of record of common stock. The number of record holders does not include holders of shares in "street name" through brokers.

        We have never declared or paid cash dividends on shares of our common stock. We expect to retain future earnings, if any, to finance the expansion of our business, and therefore do not expect to pay cash dividends in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

        There was no stock repurchase activity in 2009.

-30-


Item 6.    Selected Consolidated Financial Data

        The following selected financial data should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements, including the related notes, found elsewhere in this Form 10-K. The tables that follow present selected historical financial data for the years ended December 31, 2009, 2008, 2007, 2006 and 2005 and for the period from May 8, 1997, the date of Beacon's inception, through December 31, 2009.

 
   
   
   
   
   
  Period from
May 8, 1997
(date of inception)
through December 31,
2009
 
 
  Twelve months ended December 31,  
 
  2009   2008   2007   2006   2005  
 
  (in thousands, except per share data)
 

Consolidated Statements of Operations Data:

                                     

Revenue

  $ 968   $ 68   $ 1,389   $ 969   $ 1,487   $ 5,756  

Cost of goods sold (exclusive of items shown separately below)

    991     53     1,248     845     1,575     6,170  
                           

Gross profit

    (23 )   15     141     124     (88 )   (414 )

Operating expenses:

                                     
 

Operations and maintenance

    2,931                     2,931  
 

Research and development

    6,796     15,398     8,387     4,748     1,408     90,612  
 

Selling, general and administrative

    7,116     7,074     5,876     6,508     6,334     65,165  
 

Loss (gain) on contract commitments

    239     86     (578 )   1,385     1,535     3,042  
 

Depreciation and amortization

    1,839     1,295     145     96     83     7,596  
 

Casualty loss (recovery)

            (69 )   69          
 

Restructuring charges

                        2,159  
 

Loss on impairment of
assets

                        4,664  
                           
   

Total operating expenses

    18,921     23,853     13,761     12,806     9,360     176,169  
                           

Loss from operations

    (18,944 )   (23,838 )   (13,620 )   (12,682 )   (9,448 )   (176,583 )

Interest and other income (expense), net

    (116 )   270     702     519     136     7,634  
                           

Net loss

    (19,060 )   (23,568 )   (12,918 )   (12,163 )   (9,312 )   (168,949 )

Preferred stock dividends

                        (36,826 )

Accretion of redeemable convertible preferred stock

                        (113 )
                           

Loss to common shareholders

  $ (19,060 ) $ (23,568 ) $ (12,918 ) $ (12,163 ) $ (9,312 ) $ (205,888 )
                           

Loss per share, basic and diluted

  $ (0.16 ) $ (0.26 ) $ (0.18 ) $ (0.21 ) $ (0.20 )      
                             

Shares used in computing net loss per share, basic and diluted

    122,201     90,866     73,604     59,080     47,666        
                             

-31-


 
  As of December 31,  
 
  2009   2008   2007   2006   2005  
 
  (in thousands)
 

Balance Sheet Data:

                               

Cash and cash equivalents

  $ 22,605   $ 14,357   $ 30,417   $ 5,251   $ 13,890  

Working capital

    18,364     6,405     28,820     3,310     13,223  

Total assets

    50,002     38,596     39,778     7,258     16,126  

Long term debt

    4,423     4,122              

Total stockholders' equity

    40,077     25,612     36,198     3,900     13,655  

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operation

        The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements, the notes to those financial statements and other financial information appearing elsewhere in this document. In addition to historical information, the following discussion and other parts of this document contain forward-looking statements that reflect plans, estimates, intentions, expectations and beliefs. Actual results could differ materially from those discussed in the forward-looking statements. See "Note Regarding Forward-Looking Statements." Factors that could cause or contribute to such differences include, but are not limited to, those set forth in the "Risk Factors" in Item 1A and contained elsewhere in this Form 10-K.

Overview

        We completed the move to the Tyngsboro facility in January 2008, and we have completed the first phase build-out of our manufacturing facility. We now have a facility capable of producing up to 600 flywheels per year. We have a second phase manufacturing build-out planned which will increase the annual manufacturing capacity to more than 1,000 flywheels.

        On November 18, 2008, we began to provide 1MW of frequency regulation service through the ISO-NE pilot program. We added a second MW of capacity in July 2009, and third in December 2009. Our flywheel system has been on-line for 97% of the time, on average, since January 1, 2009, and is earning revenue from frequency regulation services.

        During 2010, we plan to hire approximately 50 new employees at our Tyngsboro, Massachusetts, headquarters, including hardware engineers, project managers, market data analysts, and sales directors (both U.S. and international), as well as positions in purchasing, finance, site development, manufacturing and production. This workforce expansion will enable us to ramp up production of our grid-scale flywheel energy storage systems, which will be installed in our 20 MW plant in Stephentown, New York, now under construction. A portion of this plant is expected to begin earning revenue by providing frequency regulation in the fourth quarter of 2010.

        The decision to expand our workforce comes following a series of positive events in 2009, including more than a full year of operation on the New England grid; a $43-million conditional loan guarantee commitment from the U.S. Department of Energy (DOE); and the award of a $24-million DOE smart grid stimulus grant. We also raised $20 million in equity investment in December 2009, a portion of which will provide the remaining capital required to close the DOE loan.

        From inception through December 31, 2009, we have incurred losses of approximately $206 million. We currently do not expect to become cash flow positive until we have deployed a sufficient number of merchant plants and/or sold turnkey systems.

-32-


Revenue

        Our revenue during 2009 came primarily from three sources:

    Research and development contracts from government agencies, for which revenue has been recognized using the percentage-of-completion method

    Frequency regulation service revenue from the ISO-NE pilot program

    Sales of inverters and accessories.

        Our business plan anticipates earning revenue primarily from the provision of frequency regulation service and the sale of turnkey flywheel systems. However, in the past, we have earned revenue from research and development contracts with government agencies. In 2007, we derived approximately 95% of our revenue from our research and development contracts; two of those contracts accounted for 84% of our total revenue. In 2008, since most of our development contracts were completed in 2007, our revenue was substantially less than in 2007, and less than 18% of our revenue was derived from our research and development contracts. In 2009, 69% of our revenue was from our research and development contracts and 30% from the ISO-NE pilot program. We also earned approximately $3,000 from the sale of APS "clean energy" credits in 2009, and we expect to continue to earn limited revenues from the sale of APS certificates or similar credits in the future. In addition, we have a small inventory of inverters and accessories that we sell, although that revenue is insignificant.

        The revenue earned from frequency regulation services from the pilot program in 2009 was lower than would be expected in the future for three reasons:

    1.
    The revenues we are currently receiving from this pilot program are less than those that we expect to receive under permanent market rules because, under ISO-NE's pilot program market rules, we are not eligible for marginal unit opportunity cost payments, which represent approximately one-third of the revenue received by conventional regulating generators. We believe that when ISO-NE adopts its permanent market rules for storage resources, they will either adjust the rules to include the marginal unit's opportunity cost in the clearing price or include a payment component for regulation pricing approximately equal to opportunity cost. This change is consistent with all other ISO markets, and would send the correct market signals to operators with lower cost technologies, such as flywheels.

    2.
    The initial flywheels ran hotter than specification limits and during operation needed to be taken offline until they were back in normal operating range. This reduced our effective capacity and revenue. During 2009, we redesigned and replaced the motor-generators in our flywheels to resolve the temperature issue. The more recent flywheels operate 24/7 with no overheating and do not negatively impact our capacity.

    3.
    Until April 2009, the pilot resource was sent a regulation signal that was similar to one for a traditional generator and therefore did not recognize that our technology provides regulation in a different manner than a traditional generator. The traditional generator signal led to long periods of constant injections or withdrawals because it did not incorporate the amount of energy stored in the device in the dispatch algorithm. After discussions with ISO-NE, in May 2009, we convinced the ISO to implement a regulation dispatch signal for our pilot project that better recognizes our system's unique capabilities and is similar to the dispatch method developed by NYISO which incorporates our energy level in the dispatch signal. We are continuing to work with ISO-NE to implement a NYISO-style dispatch signal in the permanent rules at the conclusion of the pilot program. All ISO's either will allow us to dispatch our resource based on its stored energy level (NYISO, MISO, PJM), or are considering incorporating this feature in their permanent market design (CAISO).

        This new dispatch signal has improved the economics of our energy storage resources, but still does not give us the same capacity utilization that we expect under the NYISO dispatch system. The

-33-



lower capacity for the current assets is a combination of the ISO-NE pilot signal and our current operational strategy in New England. ISO-NE is the only market with a 'pay-for-performance' aspect to their compensation formula. In order to maximize our total revenue (and offset for the lower price) from ISO-NE we have selected dispatch parameters that results in a low regulation capacity value but increases the amount of regulation service provided. This trade-off between capacity and "Mileage" payments is unique to ISO-NE. New York's compensation mechanism is completely based off of the regulation capacity value, and we will pursue an operational strategy to maximize that value at our Stephentown plant.

Cost of Goods Sold

        Cost of goods sold on fixed price research and development contracts is predominantly being recorded on the percentage-of-completion method and consists primarily of direct labor and material, subcontracting and associated overhead costs. Cost of goods sold for frequency regulation services consists of the cost of energy. Cost of goods sold does not reflect the true cost of any inverter sales, because our inverter inventory was fully written-off during a prior year.

        Although our gross margin for regulation services for the ISO-NE pilot program for the 12 months ended December 31, 2009, is negative, we earned a positive margin of approximately 29% for the second half of 2009. Our connection to the grid was made through National Grid distribution lines, rather than directly to the ISO through transmission lines, due to cost and time factors. Consequently, from November 2008 through April 2009, we paid the retail price for our gross withdrawals from the grid, instead of paying the wholesale price only for the net electricity used, plus retail transmission and distribution charges. In late April 2009, ISO-NE and our local distribution company implemented a change which reduced our commodity cost of electricity by netting the electricity withdrawn and injected into the grid, and billing for that net usage at the wholesale rate. In addition, a new regulation dispatch signal implemented by ISO-NE in May 2009 has reduced the amount of net electricity we need to purchase. We are still paying retail transmission and distribution charges.

        The cost of electricity will be even further reduced for our 20 MW facilities, as we plan to be connected to transmission-level (rather than to distribution-level) power lines, and thus will not be subject to transmission and distribution fees. Those fees have represented approximately 68% of our cost of energy for the last half of 2009. Pro forma gross margin for the second half of 2009, calculated without transmission or distribution charges, would have been approximately 77%.

Selling, General and Administrative Expenses

        Our selling expenses consist primarily of compensation and benefits for sales and marketing personnel, related business development expenses and regulatory compliance efforts. General and administrative expenses consist primarily of compensation and benefits related to our corporate staff, professional fees, insurance and travel. In 2009, our selling, general and administrative expenses increased by approximately 1% over 2008. In 2008, our selling, general and administrative expenses increased by approximately 20% over 2007, primarily due to increased legal and professional fees associated with regulatory activity and continued work on the DOE loan program; higher compensation costs due in part to the hiring of a Director of Regulatory and Market Affairs and a Director of Human Resources, higher equity-based compensation costs and increased use of subcontractors and consultants. Overall, we expect our selling, general and administrative expenses for fiscal 2010 to be higher than in 2009 primarily due to increased staffing as we ramp up to construct and operate the Stephentown site, replace our Enterprise Resource Planning (ERP) system and identify and develop additional sites.

-34-


Research and Development/Operations and Maintenance

        In 2008 and prior years, amounts reported as "Research and development" (R&D) included not only the cost of our engineering staff, but also the cost of unabsorbed manufacturing overhead, since most of our activities related to development of the Smart Energy 25 flywheel and Smart Energy Matrix™. In 2008, we substantially completed development of the Smart Energy Matrix™ and began limited production of commercial units and building our first frequency regulation installations. As of January 1, 2009, we have split the cost of Operations and maintenance (O&M) from the cost of our R&D functions. Since our current production levels are still well below our facility's full capacity, O&M costs for the year ended December 31, 2009, include a significant amount of unabsorbed manufacturing overhead. In addition, costs associated with running the 3 MW resource for the ISO-NE pilot program, and certain non-fungible costs associated with certain Smart Energy Matrix™ installations, are also included in O&M. R&D represents the cost of compensation and benefits for research and development staff, as well as materials and supplies used in the engineering design and development process.

        On a combined basis consistent with reporting in prior years, total O&M and R&D costs for 2009 were approximately $9,727,000, or 37% lower than during 2008. The decrease is primarily due to lower legal costs, and reduced material expenses, subcontractor costs and stock compensation expense. In 2008, we substantially completed development of the Smart Energy Matrix™ and began limited production of commercial units and building our first frequency regulation installations. R&D costs during 2008 were approximately 84% higher than during the same period in 2007, due to legal and professional fees, higher material costs, higher salary and benefit costs related to headcount increases to support engineering development and testing as well as manufacturing, higher facility costs and moving expenses and increased use of consultants and contractors. In 2008, we worked to develop at least two suppliers capable of producing each component of the Smart Energy Matrix™, and consequently, we incurred substantial tooling and material costs, some of which was paid on a "best efforts" basis to suppliers who were unable to meet our specifications. These costs were expensed. We also expensed approximately $1,385,000 for material, outside contractors, labor, overhead and interest related to the construction of the non-fungible portions of the system at our Tyngsboro location for the ISO-NE pilot program.

        We expect R&D expenses in 2010 to be higher than in 2009 due to efforts to reduce the cost of the Smart Energy Matrix™ and modify our systems to operate at 50 Hz for use outside the United States. Likewise, O&M expenses will increase in 2010 as we ramp up our production capacity and begin to operate and maintain the Stephentown facility. Although installation of the full 20 MW capacity in Stephentown is not expected to be completed until the end of the second quarter of 2011, we expect to begin to generate revenue from a portion of that site during the fourth quarter of 2010.

Loss on Contract Commitments

        In 2007, we completed all but one of our existing contracts at a lower cost than had been previously expected, and recorded a credit against previously recognized contract losses of approximately $578,000.

        In April 2008, we were awarded a subcontract to provide a flywheel energy storage system in support of a wind integration research and development project in Tehachapi, California, sponsored by the California Energy Commission. We will receive approximately $250,000 to offset R&D expenses and will contribute an additional $87,000 of engineering resources for the project, bringing the R&D total to approximately $337,000. Accordingly, we recorded a charge of approximately $87,000 to the contract loss reserve during 2008 to reflect the expected "cost share" portion of the Tehachapi contract. During the first quarter of 2009, we increased the loss reserve for the Tehachapi contract by $132,500,

-35-



bringing the total contract loss to $219,500. This increase is based on the difference between the overhead rate that was bid on this fixed price contract and our forecasted overhead rate.

        During the fourth quarter of 2009, we began work on the Pacific Northwest National Laboratory (PNNL) contract. According to the terms of the contract, we expect to incur R&D costs of approximately $210,000, and to receive approximately $104,000 to offset those costs. Accordingly, we recorded a charge of approximately $106,000 for our "cost share" portion of this contract. The PNNL contract expires on March 31, 2010. As of late February 2010, CAISO had not provided the control signal test data required to complete the project. PNNL has requested a contract extension from the BPA. If the extension is not granted, we may be unable to complete the scope of work included in the contract, and therefore both our revenue and our costs may be less than initially estimated.

Depreciation and Amortization

        Our depreciation and amortization is primarily related to depreciation on capital expenditures, the amortization of lease and leasehold costs related to our facilities and the amortization of deferred loan costs. Depreciation and amortization expense will increase substantially in future periods as we build and deploy our frequency regulation installations.

Interest and Other Income/Expense, net

        In 2009, 2008 and 2007, non-operating income consisted primarily of interest income resulting from cash on hand. Interest income for 2009 was substantially lower than in 2008 due to lower cash balances available for investing and substantially lower interest rates. Approximately $300 and $10,000 were received in 2008 and 2007, respectively, in settlement of a class action suit relating to unfair practices engaged in by certain insurance brokerage firms. Losses of approximately $16,900 and $100 and a gain of approximately $3,000 related to the sales of fixed assets were recognized in 2009, 2008 and 2007, respectively. In addition, we had a gain of approximately $3,800 in 2009 from a freight claim, which was partially offset by a currency exchange loss of approximately $1,700. Interest expense in 2008 and 2009 related to the MassDev loan. Interest expense includes the amortization of warrants that were issued in conjunction with the loan of approximately $47,200. In addition, we capitalized approximately $181,700 in interest.

Critical accounting policies and estimates

        The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an ongoing basis, management evaluates our estimates and assumptions including, but not limited to, those related to revenue recognition, asset impairments, inventory valuation, warranty reserves and other assets and liabilities. Management bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

        Although we have shipped products and recorded contract and frequency regulation service revenues, our operations have not yet reached a level that would qualify us to emerge from the development stage. Therefore we continue to be accounted for as a development stage company under Financial Accounting Standards Board's (FASB's) Accounting Standards Codification (ASC) Topic 915, "Development Stage Entities."

-36-


    –  Frequency Regulation Service Revenue

      Revenue from service transactions is recognized when it has been earned and is realized or realizable. Revenue from services is earned either as the services are performed or when they are complete, and is considered realizable once the customer has committed to pay for the services and the customer's ability to pay is not in doubt. Frequency regulation service revenue is calculated on an hourly basis, as services are provided, based on formulas specific to the tariffs in effect at the applicable ISO at bid award rates that are published by the ISO. In general, we recognize as revenue the amounts reported by the ISO.

    –  Government Contract Revenue Recognized on the Percentage-of-Completion Method

      We recognize contract revenues using the percentage-of-completion method. We use labor hours as the basis for the percentage-of-completion calculation, which is measured principally by the percentage of labor hours incurred to date for each contract to the estimated total labor hours for each contract at completion. Changes to total estimated contract costs or losses, if any, are recognized in the period in which they are determined. Revenues recognized in excess of amounts billed are classified as current assets, and included in "Unbilled costs on contracts in process" in our balance sheets. Amounts billed to clients in excess of revenues recognized to date are classified as current liabilities under "Advance billings on contracts." Changes in project performance and conditions, estimated profitability, and final contract settlements may result in future revisions to construction contract costs and revenue.

      All of our research and development contracts are subject to cost review by the respective contracting agencies. Our reported results from these contracts could change adversely as a result of these reviews.

    –  Product Sales

      We recognize revenues in accordance with accounting principles generally accepted in the United States of America. Generally, revenue is recognized on transfer of title, typically when products are shipped, and all related costs are estimable. For sales to distributors, we make an adjustment to defer revenue until products are subsequently sold by distributors to their customers.

Loss on Contract Commitments

        Our contracts have been primarily for the development of demonstration units of new products, the design of a frequency regulation facility or alternative uses for our flywheels. As such, the work has supported our core research and development efforts. We establish reserves for anticipated losses on contract commitments if, based on our cost estimates to complete the commitment, we determine that the cost to complete the contract will exceed the total expected contract revenue. Excluding the NAVSEA contract, most of our contracts have been granted on a cost-share basis, for which the expected cost-share is recorded as a contract loss. Additionally, each quarter we perform an evaluation of expected costs to complete our in-progress contracts and adjust the contract loss reserve accordingly.

Inverter Inventory Valuation

        We value our inventory at the lower of actual cost or the current estimated market value. We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory.

        We have a limited amount of inventory related to our inverter product line, for which reserves were recorded in prior years. These impairment charges were made due to the uncertainty of realizing any future value from the inventory due to the lack of substantial revenues to date from our inverter

-37-



product line. Accordingly, for the years ended December 31, 2009 and 2008, the value of our inverter product line inventory was fully offset by these reserves.

Patent Costs

        We capitalize external legal costs incurred in the defense of our patents where we believe it is likely that the patent has a future economic value to us. We monitor the legal costs incurred and the anticipated outcome of the legal action and, if changes in the anticipated outcome occur, capitalized costs will be adjusted in the period the change is determined. Patent costs are amortized over the remaining life of the patents. We own intellectual property in the form of patents on our flywheel vacuum system, our heat pipe cooling systems, direct current output paralleling, metal hub, low-loss motor, co-mingled rims and earthquake-tolerant bearings on our flywheel products, and anti-islanding software, drawings, source code, and production know-how on our inverter products, and expect to obtain other patents during 2010 and beyond. In December 2004, we recorded impairment charges to write down our capitalized patent costs to zero, due to the lack of substantial revenues to date and the uncertainty of realizing any future value from these patents. Accordingly, all costs incurred from 2004 through 2008 related to the development of intellectual property were expensed as incurred. However, as we have now begun to commercialize our technology, as of 2009, legal costs associated with obtaining patents which we expect to have future commercial value have been capitalized and will be amortized over the life of the patent. We review our intangible assets periodically for impairment, and record impairment reserves as appropriate. Costs for patents that have not yet been issued are capitalized, but we do not begin to amortize them until such time as the patent is issued. If we determine that a patent will not be issued, any previously capitalized costs are expensed.

Warranty Reserves

        The solar inverters we have sold carry warranties that require us to repair or replace defective products returned to us during the 5 year warranty period at no cost to the customer. We record an estimate for warranty-related costs based on actual historical return rates, anticipated return rates and repair costs at the time of sale.

        Should we sell our Smart Energy Matrix™ systems in the future, it is likely that the terms of sale will include a warranty. In that event, we will estimate the repair costs under the terms of the warranty, and record an initial provision for warranty costs that we will adjust periodically based on actual results and anticipated future costs at that time.

Income Taxes

        Deferred tax assets and liabilities are determined based on differences between the financial reporting and income tax bases of assets and liabilities, as well as net operating loss and tax credit carry-forwards, and are measured using the enacted tax rates and laws that will be in effect when the differences reverse. Deferred tax assets are reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization.

        Significant management judgment is required in determining the provision for income taxes, the deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. The valuation allowance is based on our estimates of taxable income and the period over which our deferred tax assets will be recoverable. In the event that actual results differ from these estimates or we adjust these estimates in future periods, we may need to establish an additional valuation allowance or reduce our current valuation allowance which could materially impact our tax provision. We classify interest and penalties relating to uncertain tax positions in income tax expense.

-38-


Property and Equipment

        Property and equipment in service is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Property and equipment are defined as tangible items with unit costs exceeding our capitalization threshold that are used in the operation of the business, are not intended for resale and which have a useful life of one year or more. The cost of fixed assets is defined as the purchase price of the item, as well as all of the costs necessary to bring it to the condition and location necessary for its intended use. These costs include such items as labor, overhead, capitalized interest and, if applicable, exit costs. Exit costs for which we are obligated are accounted for in accordance with ASC Topic 410, "Asset Retirement and Environmental Obligations." No overhead is generally applied for internally-constructed projects not directly related to our core business (e.g., leasehold improvements.) Interest costs incurred during the construction of major capital projects (such as the construction of our frequency regulation plants) are capitalized in accordance with ASC Topic 835, Subtopic 20, "Interest—Capitalization of Interest." The interest is capitalized until the underlying asset is ready for its intended use, and is considered an integral part of the total cost of acquiring a qualifying asset. Thus, the capitalized interest costs are included in the calculation of depreciation expense once the constructed assets are in service. Repair and maintenance costs are expensed as incurred. Materials used in our development efforts are considered research and development materials, and are expensed as incurred in accordance with ASC Topic 730, "Research and Development."

        Capital assets are classified as "Construction in Progress" (CIP) when initially acquired, and reclassified to the appropriate asset account when placed into service, with the exception of land, which is capitalized upon purchase. Depreciation expense is not recorded on assets not yet placed into service.

        Materials purchased to build flywheels, power electronics and other components used in our frequency regulation installations are classified as CIP, along with the related labor and overhead costs. Some components of the Smart Energy Matrix™, such as the flywheels and power electronics, are considered "fungible" in that they can be moved and redeployed at a different location. Other costs are sunk costs which would not be recovered if we redeployed the system or portions thereof. In some cases, we may elect to deploy a Smart Energy Matrix™ system at a location for the purpose of demonstrating our technology or gaining experience operating in that particular market. In these instances, the costs of the fungible components are capitalized, and the remaining costs, which may include such costs as site preparation, interconnection costs, capitalized interest and estimated exit costs, are expensed.

Impairment of Long-Lived Assets

        In accordance with ASC Topic 360, "Property, Plant and Equipment," long-lived assets are reviewed to determine whether any events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The conditions to be considered include whether or not the asset is in service, has become obsolete, is damaged, or whether external market circumstances indicate that the carrying amount may not be recoverable. When appropriate, we recognize a loss for the difference between the estimated fair value of the asset and the carrying amount, or the cost to repair the asset. The fair value of the asset is measured using either available market prices or estimated discounted cash flows.

        In certain instances, we may determine that it is in the best interest of the Company to re-deploy all or part of a Smart Energy Matrix™ system installed at a given location. When such a determination has been made, we will determine which costs are associated with the movable (fungible) components, and which costs are non-fungible. We will record a period expense for the net book value not associated with the fungible components.

-39-


        Based on our annual analysis, no asset impairment charges were considered necessary for 2009, 2008 or 2007.

Other assets and deferred financing costs

        We will defer our direct costs incurred to raise capital. Direct costs include only "out-of-pocket" or incremental costs directly related to the effort, such as a finder's fee and fees paid to outside consultants for accounting, legal or engineering investigations or for appraisals. These costs will be charged to Additional Paid In Capital when the efforts are successful, or expensed when unsuccessful. Indirect costs are expensed as incurred.

Advance billings on contracts

        We may receive performance-based payments and progress payments from customers which may exceed costs incurred on certain contracts, including contracts with agencies of the U.S. Government. Such advances are classified as current liabilities.

Recently Issued Accounting Pronouncements

        Recently adopted accounting pronouncements and recently issued pronouncements are discussed in Note 2 of Item 8, "Consolidated Financial Statements and Supplementary Data" of our Annual Report on Form 10-K, and are incorporated by herein by reference.

Results of operations

Comparison of Years ended December 31, 2009 and 2008

 
  Year ended December 31,  
 
  2009   2008   $ Change   % Change  
 
  (in thousands)
 

Revenue

  $ 968   $ 68   $ 900     1324 %

Cost of goods sold

    991     53     (938 )   -1770 %
                   

Gross margin

    (23 )   15     (38 )   -253 %

Operations and maintenance

    2,931         (2,931 )   NA  

Research and development

    6,796     15,398     8,602     56 %

Selling, general and administrative

    7,116     7,074     (42 )   -1 %

Loss on contract commitments

    239     86     (153 )   -178 %

Depreciation and amortization

    1,839     1,295     (544 )   -42 %

Interest and other income (expense), net

    (116 )   270     (386 )   -143 %
                   

Net loss

  $ (19,060 ) $ (23,568 ) $ 4,508     -19 %
                   

-40-


Revenue

        The following table provides details of our revenues for the twelve months ended December 31, 2009 and 2008.

 
   
  Year ended
December 31,
  Cumulative
Contract Value
Earned as of
December 31,
2009
   
   
 
 
  Percent
complete
  Total
Contract
Value
  Remaining
Value
(Backlog)
 
 
  2009   2008  
 
  (dollars in thousands)
 

Frequency regulation:

      $ 286   $ 10                    
                                 

Contracts:

                                   

NYSERDA PON 800

    86.8%         3   $ 55   $ 63   $ 8  

NAVSEA

  100.0%     500         500     500      

Tehachapi

    64.4%     152     9     161     250     89  

PNNL

    19.6%     20         20     104     84  
                           
 

Total Contract Revenue

        672     12   $ 736   $ 917   $ 181  
                           

Other (inverters, accessories and carbon credits):

        10     46                    
                                 

Total

      $ 968   $ 68                    
                                 

        In the year ended December 31, 2009, we earned approximately $286,000 from frequency regulation services through our participation in the ISO-NE pilot program that began in November 2008. Initially, we had 1 MW of capacity operating under this program, but we added a second MW in July and a third MW in December 2009. Revenues we are currently receiving from this pilot program are less than those that we expect to receive under permanent market rules. Under the pilot program rules, we are not eligible for opportunity cost payments, which represent approximately one-third of the revenue received by conventional regulating generators. Even so, we are currently running the Tyngsboro system at positive gross margins, thanks to recent reductions in certain operating costs. We are encouraging ISO-NE to develop permanent market rules that will provide an additional payment component for alternative technologies that would be approximately equal to opportunity cost, consistent with all other ISO markets. In addition, pricing for regulation in the New England market during much of 2009 was lower than in 2008, due in part to lower demand as a result of the overall economy and a reduction in fossil fuel prices over those charged in 2008.

        In 2009, contract revenue was substantially higher than in 2008, due to increased work on the Tehachapi contract and two new contracts: the NAVSEA contract and the PNNL contract. Phase I of the NAVSEA contract was for approximately $900,000, of which $500,000 was funded in 2009. Subsequent phases involve work estimated at an additional $2.1 million. We have completed the funded portion of this contract, and are currently in discussions with NAVSEA in regards to funding for the remainder of the contract. In addition, the PNNL contract expires on March 31, 2010. As of late February 2010, CAISO had not provided the control signal test data required to complete the project. PNNL has requested a contract extension from the BPA. If the extension is not granted, we may be unable to complete the scope of work included in the contract, and therefore both our revenue and our costs may be less than initially estimated.

-41-


Cost of goods sold

        Cost of goods sold for the years ended December 31, 2009 and 2008 is as follows:

 
  Year ended December 31, 2009   Year ended December 31, 2008  
 
  Revenue   Cost of
Sales
  Margin   Revenue   Cost of
Sales
  Margin  
 
  (in thousands)
 

Frequency regulation

  $ 286   $ 319   $ (33 ) $ 10   $ 41   $ (31 )

Contract

    672     672         12     12      

Inverters and other

    10         10     46         46  
                           

Total

  $ 968   $ 991   $ (23 ) $ 68   $ 53   $ 15  
                           

        Cost of goods sold increased from approximately $53,000 during 2008 to approximately $991,000 in 2009. During 2009, cost of goods sold includes approximately $319,000 for the cost of energy associated with the generation of frequency regulation revenue under the ISO-NE pilot program. Cost of energy exceeded revenue because of the manner in which we are connected to the grid for the pilot program, which resulted in our being paid for energy we provided at wholesale rates, while we were billed for the energy we used at retail rates through the end of April 2009. In April, ISO-NE and our service provider changed the metering to a "net meter" through ISO-NE, which resulting in a significant drop in our cost of energy for the remainder of 2009. Our average gross margin on frequency regulation services during the second half of 2009 was 29%. Cost of energy during this period was approximately $121,600, of which approximately $83,800, or 68%, represents retail transmission and distribution (T&D) charges billed by the local service provider. Because our Stephentown facility will be connected to the grid at the transmission level, we will not incur T&D charges, and so we expect our gross margin to be considerably higher than under our ISO-NE pilot program.

        In addition, cost of goods sold for the year ended December 31, 2009 includes approximately $672,000 for R&D contracts calculated using the percentage of completion method. Year over year, the increase in cost of sales associated with contracts was proportional to our increase in contract revenue.

Operations and Maintenance and Research and Development Expense

        As discussed above, as of January 1, 2009, we classify expenses related to manufacturing, materials handling, purchasing, Smart Energy Matrix™ operations, and expensed non-fungible costs associated with certain installations as O&M on our income statement. Prior to 2009, such expenses were included as R&D costs, as shown below:

 
  Year ended December 31,  
 
  2009   2008   Net Change  
 
  (in thousands)
 

Operations and maintenance

  $ 2,931   $   $ 2,931  

Research and development

    6,796     15,398     (8,602 )
               

Total

  $ 9,727   $ 15,398   $ (5,671 )
               

        For the year ended December 31, 2009, combined O&M and R&D expenses decreased by approximately $5,671,000, or 37%, over the comparable period in 2008. See the table below for explanations of the factors which were responsible for the most significant changes. We expect costs for both O&M and R&D to increase in 2010 as we ramp up our production capacity, and build and begin to operate our first 20 MW facility.

-42-


        The net change in O&M and R&D costs from 2008 to 2009 is shown below:

 
  Year ended December 31, 2009
as compared to year ended
December 31, 2008:
   
 
  O&M functions   R&D functions   Total change    
 
  (in thousands)
   

Expense materials

  $ (823 ) $ (1,333 ) $ (2,156 ) In 2008, we incurred material costs to complete the initial development of our 25 kWh flywheel, and for tooling and non-recurring costs to develop suppliers capable of producing the components we need to build our flywheels. In 2009, the materials cost included in R&D are primarily the cost of redesigning and replacing motors as part of the motor-stator redesign needed to reduce the operating temperature of the flywheels and engineering efforts to reduce the cost of the flywheels. The cost of materials included in O&M includes rework, scrap, and maintenance costs for the flywheels in service.

Salaries and benefits

   
329
   
467
   
796
 

Primarily due to a full year of salary and benefits for employees hired in 2008 in engineering, manufacturing and materials management associated with the move from development to production activities. 2009 headcount increased slightly over the 2008 level, with two new hires in November 2009. In addition, employee health insurance premiums increased.

Subcontractors and consultants

   
442
   
(1,041

)
 
(599

)

Less use of consultants for R&D which was partially offset by an increase in O&M due to contractor costs associated with completing non-fungible costs of the 3 MW Smart Energy Matrix™ in Tyngsboro.

-43-


 
  Year ended December 31, 2009
as compared to year ended
December 31, 2008:
   
 
  O&M functions   R&D functions   Total change    
 
  (in thousands)
   

Legal

    108     (2,395 )   (2,287 )

R&D legal expenses in 2008 included costs associated with the Arete lawsuit, which was settled in November 2008. O&M legal and tax advice represents primarily costs associated with the set up of our frequency regulation operations in New York.

Allocations and overhead

   
(50

)
 
(699

)
 
(749

)

The level of production and contract activity increased, resulting in more overhead being capitalized and a larger credit to the income statement.

Stock Compensation

   
(110

)
 
(172

)
 
(282

)

Generally, options and RSUs have been granted to management and employees during the first quarter of the fiscal year, based on prior year performance, and to new hires. In 2009, such equity grants were made to officers during the second quarter of 2009, and no grants were made to other employees, with the exception of 2 small new hire grants made late in 2009.

Occupancy

   
(164

)
 
(108

)
 
(272

)

Occupancy costs in 2008 included the cost of moving to our new facility in Tyngsboro.

Outside documentation/testing

   
(12

)
 
(37

)
 
(49

)

Less use of testing services.

Travel

   
(21

)
 
(15

)
 
(36

)

Travel reduced.

Hiring expense

   
(1

)
 
(44

)
 
(45

)

Reduced due to fewer new hires in 2009.

Other

   
(6

)
 
14
   
8
   
                 

Net increase (decrease)

 
$

(308

)

$

(5,363

)

$

(5,671

)
 
                 

-44-


Selling, general and administrative expenses

        The primary changes to selling, general and administrative (S,G&A) expenses from 2008 to 2009 are as follows:

 
  Year ended
December 31,
  Comment
 
  (in thousands)
   
Year Ended December 31, 2008   $ 7,074    
 
Stock Compensation

 

 

326

 

In 2008, we reversed approximately $1 million of stock compensation expense related to a performance-based grant because management determined that they did not expect to be able to meet the requirements for that grant. Excluding the impact of this adjustment, stock compensation for 2009 was lower than in 2008. Generally, options and RSUs have been granted to management and employees during the first quarter of the fiscal year, based on prior year performance, and to new hires. In 2009, such equity grants were made to officers during the second quarter of 2009, and no grants have been made to other S,G&A employees.
 
Legal, audit and professional fees

 

 

(507

)

Reduction in use of outside legal services.
 
Public company/investor relations

 

 

232

 

Increase is due to costs associated with the Seaside stock agreement and higher Board of Director fees.
 
Salaries and benefits

 

 

244

 

Three S,G&A employees were hired during early 2008, primarily to support regulatory efforts. The increase represents a full year's salaries for these individuals, combined with increased health insurance costs. There were no new S,G&A hires in 2009.
 
Expense materials

 

 

(62

)

Reduction is due to cost cutting efforts.
 
Subcontractors and consultants

 

 

(35

)

Less use of consultants, partially offset with a slight increase during the latter half of the year related to regulatory efforts, investigation of potential sites, and applications for grants under the Federal Stimulus Act.
 
Allocations and overhead

 

 

(120

)

Represents S,G&A overhead allocated to the Navy and other contracts.
 
Office Supply

 

 

(17

)

Reduction due to cost-cutting efforts
 
Dues and subscriptions

 

 

36

 

Slightly higher spending on dues and subscriptions.

-45-


 
  Year ended
December 31,
  Comment
 
  (in thousands)
   
  Software maintenance     15   Increase due to software used to identify potential new sites
 
Hiring Expense

 

 

(24

)

There have been no new S,G&A hires in 2009, and therefore hiring costs have decreased.
 
Travel

 

 

(12

)

Travel reduced
 
Other

 

 

(34

)

Cost cutting efforts given the economic climate during 2009.
         

Year Ended December 31, 2009

 

$

7,116

 

 
         

        Selling, general and administrative expenses totaled approximately $7,116,000 and $7,074,000 for the years ended December 31, 2009 and 2008, respectively, which represents an increase of approximately $42,000, or 1%, year over year. Significant fluctuations in spending are explained in the table above. Overall, we expect an increase in selling, general and administrative expenses in 2010 primarily due to new employees we anticipate hiring to increase sales and marketing efforts, and administrative costs associated with large construction projects, DOE reporting requirements, and managing the new facility (including bidding into the NYISO frequency regulation market.)

Loss on contract commitments

        Our contracts have been primarily for the development of demonstration units of new products, design of a frequency regulation plant, design of a flywheel for use by the Navy in their electric ships, and other work that supports our core research and development efforts. Most of these contracts have been structured on a cost-share basis for which the expected cost share has been recorded as a contract loss. The NAVSEA contract, which we were awarded on January 8, 2009, is a cost-plus-fixed fee contract. However, the "cost" basis allowable is based on government-allowable overhead rates, which differ from overhead rates required by GAAP. In particular, most of our stock compensation expense is not an allowable cost for the purposes of calculating government-allowable rates. As a consequence, we may incur losses on our financial statements for contracts granted on a cost-plus-fixed fee basis.

        Each quarter, we perform an estimate-to-complete analysis, and any changes to our original estimates are recognized in the period in which they are determined. In 2007, we completed contracts at an actual cost that was less than had been previously estimated. Accordingly, we reduced our contract loss reserve by approximately $578,000. In 2008, we recorded a contract loss of approximately $86,000, which represents our expected "cost share" portion of the Tehachapi contract. During 2009, we recorded an additional contract loss of approximately $133,000 on the Tehachapi contract, which represents the difference between our overhead rate based on "full production," and the contract bid rate, as well as an additional contract loss of approximately $106,000, which represents our expected cost share on the Pacific Northwest National Laboratory contract.

-46-


Depreciation and Amortization

        Depreciation and amortization increased from approximately $1,295,000 for 2008 to approximately $1,839,000 for 2009, an increase of approximately $544,000, or 42%. The increase in depreciation and amortization resulted primarily from capital expenditures related to leasehold improvements at our new manufacturing and office facility in Tyngsboro, the purchase of machinery and equipment required to begin commercial production, and depreciation on the flywheels and other fungible components that are being used to provide frequency regulation through the ISO-NE pilot program. We expect depreciation expense to continue to increase during 2010 as we build and place our frequency regulation facilities into commercial operation.

Interest and Other Income (Expense), net

        Average cash balances during most of 2009 were lower than during the same periods in 2008, as were interest rates, resulting in a reduction in interest income for 2009 of approximately $328,000. Interest expense for 2009 was approximately $115,000, as compared to approximately $71,000 in 2008 and relates to interest for the MassDev loan and the amortization of the cost of the warrants as part of that loan agreement. We began to pay interest on the MassDev loan in October 2008. In October 2009, we drew down an additional $1,043,000 on the MassDev loan. In addition, we capitalized approximately $181,700 in interest costs in 2009. Also, in 2009, we wrote off some assets that were no longer in service, and consequently recorded a loss of approximately $14,800.

Net Loss

        As a result of the changes discussed above, the net loss for the year ended December 31, 2009 was approximately $19,060,000, a decrease in net loss of approximately $4,508,000, or 19%, as compared to the same period in 2008.

Comparison of Year ended December 31, 2008 and 2007

 
  Year ended December 31,  
 
  2008   2007   $ Change   % Change  
 
  (in thousands)
 

Revenue

  $ 68   $ 1,389   $ (1,321 )   -95 %

Cost of goods sold

    53     1,248     1,195     96 %
                   

Gross margin

    15     141     (126 )   -89 %

Selling, general and administrative

    7,074     5,876     (1,198 )   -20 %

Research and development

    15,398     8,387     (7,011 )   -84 %

Loss (gain) on contract commitments

    86     (578 )   (664 )   -115 %

Depreciation and amortization

    1,295     145     (1,150 )   -793 %

Casualty loss (recovery)

        (69 )   (69 )   -100 %

Interest and other income (expense), net

    270     702     (432 )   -62 %
                   

Net loss

  $ (23,568 ) $ (12,918 ) $ (10,650 )   -82 %
                   

-47-


Revenue

        The following table provides details of our revenues for the twelve months ended December 31, 2008 and 2007.

 
   
  Year ended
December 31,
  Cumulative
Contract
Value
Earned as
of 2008
   
   
 
 
  Percent
complete
  Total
Contract
Value
  Remaining
Value
(Backlog)
 
 
  2008   2007  
 
   
  (dollars in thousands)
   
 

CEC

    100 % $   $ 78   $ 1,233   $ 1,233   $  

NYSERDA PON 846

    100 %       81     646     646      

NYSERDA PON 800

    83 %   3     (1 )   54     63     9  

Air Force Research Laboratory

    100 %       488     750     750      

Sandia DOE Earmark

    100 %       677     752     752      

Tehachapi

    4 %   9         9     250     241  
                             
 

Total Contract Revenue

        $ 12   $ 1,323   $ 3,444   $ 3,694   $ 250  

Frequency regulation revenue

          10                        

M5 and accessories

          46     66                    
                               
 

Total

        $ 68   $ 1,389   $ 3,444   $ 3,694        
                               

        In 2008, we focused on completing development of the Smart Energy Matrix™, manufacturing our initial commercial flywheels, and building our first frequency regulation facility in Tyngsboro aimed at entering the ISO-NE pilot program in November 2008. We earned approximately $10,000 in revenue from the pilot program during 2008, which was not representative of the amounts we expected to earn going forward, due to a number of factors. Most of our research and development contacts were completed in 2007. Consequently, contract revenue dropped from approximately $1,323,000 in 2007 to $12,000 in 2008. In addition, we recorded revenue of approximately $46,000 from the sale of Smart Power M5™ inverter systems and related products, compared to approximately $66,000 in 2007.

Cost of Goods Sold

        Cost of goods sold decreased from approximately $1,248,000 in 2007 to approximately $53,000 in 2008. Cost of goods sold represented approximately $12,000 for research and development contracts calculated on the percentage of completion method. Year over year, the reduction in cost of sales associated with contracts was proportional to our reduction in contract revenue. Cost of goods sold also included approximately $41,000 for the cost of energy associated with the generation of frequency regulation revenue under the ISO-NE pilot program. Cost of energy exceeded revenue from frequency regulation because of the manner in which we were connected to the grid for the pilot program, which resulted in our being paid for energy we provided to the grid at wholesale rates, but we were billed for the energy we used at retail rates.

-48-


Selling, general and administrative expenses

 
  Year ended
December 31,
  Comment
 
  (in thousands)
   
Year Ended December 31, 2007   $ 5,876    

Increases (decreases):

 

 

 

 

 
 
Legal and professional

 

 

966

 

Increase due primarily to regulatory efforts and costs associated with the DOE loan and MassDev loan programs.
 
Salaries and benefits

 

 

792

 

Increase due to increased headcount, specifically in the regulatory and human resource areas, and increased cost of benefits such as health insurance.
 
Subcontractors and consultants

 

 

285

 

Increased use of consultants for regulatory efforts associated with market rule changes and site selection for frequency regulation facilities.
 
Allocation of overhead to contracts

 

 

158

 

Only one contract has allowed us to charge General and Administrative overhead, and that contract was completed in 2007. Since overhead allocated to contracts appears as a credit to the Selling, General and Administrative expense (S,G&A), the loss of this credit results in an increase in S,G&A expense.
 
Stock compensation expense

 

 

(1,055

)

Decrease due to reversal of stock compensation related to officer performance-based RSU grant for which management no longer believes it is probable that the performance requirements will be met.
 
Other

 

 

52

 

Other includes general business expenses that were generally higher due to increased activity.
         

Year Ended December 31, 2008

 

$

7,074

 

 
         

        Selling, general and administrative expenses totaled approximately $7,074,000 and $5,876,000 for the years ended December 31, 2008, and 2007, respectively, which represented an increase of approximately $1,198,000, or 20%, year over year. Significant changes in spending are explained in the table shown above.

-49-


Research and development expenses:

 
  Twelve months
ended
December 31,
  Comment
 
  (in thousands)
   
Year Ended December 31, 2007   $ 8,387    

Increases (decreases):

 

 

 

 

 
 
Expense materials

 

 

2,352

 

Includes tooling and other non-recurring expenses associated with qualifying suppliers for production, including write-offs for "best effort" attempts and the cost of some non-conforming product we received from suppliers. Also includes cost of certain materials used to build portions of the Smart Energy Matrix™ outside our facility in Tyngsboro, Massachusetts which are not "movable" (fungible) to another site.
 
Legal

 

 

2,078

 

Increase due primarily to costs associated with the Arete lawsuit.
 
Salaries and benefits

 

 

1,339

 

Primarily due to increase in headcount in engineering, manufacturing, and materials management associated with move from development to production activities.
 
Consultants and subcontractors

 

 

599

 

Increase due primarily to amounts paid to contractor to build portions of the Smart Energy Matrix™ outside our facility in Tyngsboro, Massachusetts that are not "movable" (fungible) to another site.
 
Allocation of overhead to contracts

 

 

727

 

All but one contract was complete at end of 2007; shift of effort from contract work to completing development, manufacturing, testing and installing first frequency regulation facility in Tyngsboro resulted in decrease in overhead charged to contracts in 2008 from 2007.
 
Facility costs

 

 

97

 

Higher cost of new, larger facility.
 
Stock compensation expense

 

 

75

 

Increase in compensation cost for options granted to new hires and as part of the 2007 incentive plan payout, partially offset by the reversal of previously-recorded stock compensation expense associated with a grant of performance-based RSUs for which management no longer believes achievement

-50-


 
  Twelve months
ended
December 31,
  Comment
 
  (in thousands)
   
is probable.          
  Other     31   Includes higher costs of repair and maintenance, software and outside testing.
 
Moving-related costs

 

 

(287

)

Primarily costs associated with moving our facility from Wilmington to Tyngsboro, Massachusetts, which were incurred in late 2007, and to a lesser extent, in early 2008.
         

Year Ended December 31, 2008

 

$

15,398

 

 
         

        For the year ended December 31, 2008, research and development expenses increased by approximately $7 million or 84%, in comparison to the equivalent period in 2007. See the table above for explanations of the factors which were responsible for the most significant changes to research and development spending.

Loss on Contract Commitments

        Our contracts have been primarily for the development of demonstration units of new products and the design of a frequency regulation plant. As such, the work has supported our core research and development efforts. Most of these contracts have been structured on a cost-share basis, for which the expected cost-share was recorded as a contract loss.

        We recorded contract commitment losses on our research and development contracts in 2005 and 2006, which we reduced in 2007 by approximately $578,000 as we completed all but one contract for amounts which were less than previously estimated. In April 2008 we were awarded a subcontract to provide a flywheel energy storage system in support of a wind integration research and development (R&D) project sponsored by the California Energy Commission. We will receive a total of approximately $250,000 to offset R&D expenses and will contribute an additional $87,000 of engineering resources for the project, bringing the R&D total to approximately $337,000. In addition to the California Energy Commission, which is funding the project, other leading stakeholders include Southern California Edison and the California ISO. The flywheel system will be installed in Tehachapi, California, a high-potential wind resource area where, according to a report from the California ISO, up to 4,200 megawatts of wind power may be added in the coming years. Our flywheel energy storage systems may also have the potential to address shortages in transmission line capacity, which this wind power integration project is intended to prove. The primary goal of the project is to demonstrate that advanced control technology with energy storage can help expand the delivery of renewable wind energy by effectively increasing the capacity of constrained transmission facilities in the Tehachapi area. This project supports California's goal to upgrade and expand its electricity transmission and distribution infrastructure per the state's Energy Action Plan of 2003. We recorded a charge of approximately $87,000 during the second quarter of 2008 to reflect the expected "cost share" portion of the Tehachapi contract.

Depreciation and Amortization

        Depreciation and amortization expense increased from approximately $145,000 during the year ended December 31, 2007 to approximately $1,295,000 for the same period in 2008, an increase of approximately $1,150,000, or 793%. The increase was primarily due to capital expenditures relating to leasehold improvements at our new manufacturing and office facility in Tyngsboro, as well as the purchase of machinery and equipment required to begin commercial production. As of December 31,

-51-



2008, we had approximately $11.6 million in "Construction in progress", of which approximately $6.6 million were materials to build flywheels and approximately $4.5 million were costs related to the construction of Smart Energy Matrix™ systems.

Interest and Other Income/(Expense), net

        Average cash balances during 2008 were lower than during the same periods in 2007, as were interest rates. In addition, in 2008, we obtained a loan from Mass Development, for which we began paying interest in October 2008 These factors contribute to a reduction of net interest and other income of approximately $432,000, or 62%, over the equivalent period in 2007.

Net Loss

        As a result of the changes discussed above, the net loss for the year ended December 31, 2008, was approximately $23,568,000, as compared to a net loss during the same period in 2007 of approximately $12,918,000. This represented an increase in net loss of approximately $10,650,000, or 82%. The increase in the loss for the year was due primarily to the factors discussed above.

Liquidity and Capital Resources

 
  Year ended December 31,  
 
  2009   2008  
 
  (in thousands)
 

Cash and cash equivalents

  $ 22,605   $ 14,357  

Working capital

    18,364     6,405  

Cash provided by (used in)

             
 

Operating activities

    (20,596 )   (13,763 )
 

Investing activities

    (3,197 )   (17,146 )
 

Financing activities

    32,041     14,850  
           

Net increase (decrease) in cash and cash equivalents

  $ 8,248   $ (16,059 )
           

Current ratio

    4.3     1.7  
           

        Our cash requirements depend on many factors including, but not limited to, cost to build our flywheels and frequency regulation facilities, research and development activities, facility costs as well as sales, general and administrative expenses. Since we are still in the development stage and have not yet generated significant revenue from our principal operations, we do not generate enough cash from operations to satisfy our working capital requirements. We expect to make significant expenditures this year and beyond to fund our operations, increase our manufacturing capacity, and build and deploy our frequency regulation plants.

        In 2008, due to uncertainty and volatility in the equity markets, we deployed only one MW of regulation capacity through the ISO-NE pilot program. We deployed two additional megawatts in 2009. In 2010, we plan to re-deploy two of the three megawatts from the pilot program at the site of our planned 20 MW plant in Stephentown, New York. This plant will cost approximately $69 million. We broke ground in November 2009, and we expect to complete the production of most of the flywheels needed for that plant in 2010. Although we expect to begin to generate revenue from part of that facility late in 2010, we do not expect to complete construction until the end of the second quarter of 2011. We also expect to begin preparations for our second and third plants which will begin construction in 2011. However the number of megawatts we will be able to deploy in 2011 is dependent on obtaining sufficient funding. Our first 20 MW plant is being financed by $26 million of cash and in-kind assets that we will contribute to the project and a $43 million loan guaranteed by DOE. In 2010

-52-



and 2011, we will continue to have capital needs to fund operations and the ongoing deployment of frequency regulation facilities.

        These capital needs will require additional funding through a combination of equity, debt and/or cash proceeds from the sale of plants. The amount of debt and equity required will depend on the mix of merchant plants and plants sold on a turnkey basis. Our deployment plans are affected by the timing of a number of factors and activities, including but not limited to the following:

    Closing the DOE loan and the receipt of funds from the NYSERDA grant and the DOE stimulus grant

    Corporate or project financing and its availability

    Equity transactions and the amounts thereof

    Sale of turnkey plants and the amount of associated margin and terms and conditions of those sales

    Receipt of environmental and site-related permits and approvals

    Receipt of grid interconnection approvals.

        In order to execute our business plan for 2010, in addition to the loan guaranteed by the DOE and the 2010 Seaside stock sales, we believe we will require funding of approximately $25 million.

        The timing of the first disbursement of the DOE loan is directly affected by the timing of the execution of an interconnection agreement with NYISO; hence the ramp up of cash burn will be affected by the same timing.

        In November 2009, we were notified by the Department of Energy that we have been awarded a stimulus grant of $24 million for use in construction of a 20 MW plant to be located in Chicago, Illinois. The grant for the Chicago facility results from one of our applications for the DOE Smart Grid demonstration project funding, known as Funding Opportunity Regulation Ancillary Services projects. The grant award is for 50% of the project's estimated cost.

Operating activities

        Net cash used in operating activities was approximately $20,596,000, $13,763,000 and $11,282,000 for the twelve months ended December 31, 2009, 2008 and 2007, respectively. The primary component to the negative cash flow from operations is from net losses. Net loss for 2009 was approximately $19,060,000. The net operating loss was partially offset by non-cash charges of approximately $902,000 for stock compensation expense, $1,839,000 for depreciation and amortization, and non-cash interest of approximately $47,000 related to the issuance of warrants issued in conjunction with the MassDev loan, and disposition of fixed assets of approximately $17,000. Uses of operating cash resulted from changes in operating assets and liabilities of approximately $4,228,000 and from deferred rent of approximately $113,000.

        Net loss for 2008 was approximately $23,568,000. The net operating loss was partially offset by non-cash charges of approximately $859,000 for stock compensation expense, $1,295,000 for depreciation, approximately $518,000 related to the issuance of stock to settle a lawsuit, deferred rent of approximately $85,000 and approximately $10,000 interest expense related to the issuance of warrants in conjunction with the MassDev loan. Changes in operating assets and liabilities generated approximately $5,608,000. In addition, we received $1,430,000 from our landlord as a credit for certain building improvements.

        Net loss for 2007 was approximately $12,918,000. Cash used by operations was partially reduced by an insurance recovery of approximately $336,000 relating to a malfunction that occurred in December 2006 during testing of a prototype flywheel, which reduced our net loss for the year. The net operating loss was partially offset by non-cash charges of approximately $1,838,000 and $144,000 for stock

-53-



compensation expense and depreciation, respectively. Changes in operating assets and liabilities generated approximately $521,000 in cash which were more than offset by deferred rent of approximately $517,000, expenses paid against a previously-recorded restructuring reserve of approximately $347,000 and a gain on sale of fixed assets of approximately $3,000.

Investing Activities

        Net cash used in investing activities was approximately $3,197,000, $17,146,000 and $6,930,000 for 2009, 2008 and 2007, respectively. The primary use of cash for 2009 was the purchase and construction of property and equipment of approximately $3,189,000. Capital equipment purchased in 2009 includes equipment needed to increase manufacturing capacity and materials used to construct flywheels. In addition, we increased restricted cash by approximately $8,000, as required by the ISO-NE financial assurance policy.

        The primary use of cash for 2008 was the purchase and construction of property and equipment of approximately $17,315,000. The 2008 capital additions include approximately $11,630,000 which is classified as "Construction in Progress" as of the end of December 2008, most of which consisted of completed flywheels, trailers housing electronic components, along with material, labor and overhead. In 2008, we reduced restricted cash by $174,000 due to the completion of the Wilmington lease. This amount was partially offset by a requirement from ISO-NE to implement a restricted cash account for financial assurance purposes in the amount of approximately $5,000.

        The primary use of cash from investing activities for 2007 was the purchase and construction of property and equipment of approximately $6,734,000. The 2007 capital additions include approximately $5,782,000 which is classified as "Construction in Progress" as of the end of December 2007, most of which relates to the build-out of our Tyngsboro headquarters. Approximately $453,000 of the additions relate to production material was purchased to build flywheels for commercial use in our Smart Energy Matrices. In 2007, we increased restricted cash by $200,000 as a requirement under our Tyngsboro lease. Proceeds from the sale of equipment provided approximately $4,000 in cash in 2007.

Financing Activities

        Net cash generated by financing activities was approximately $32,041,000, $14,850,000 and $43,378,000 for 2009, 2008 and 2007, respectively. During 2009, we raised approximately $32,408,000 from the sale of our stock and warrants, net of expenses, approximately $1,043,000 from the final drawdown on our loan from MassDev for the purchase of manufacturing equipment, approximately $124,000 from the issuance of stock to our employees under the employee stock purchase plan and approximately $93,000 from the exercise of warrants from the December 2009 financing, all of which were partially offset by approximately $1,467,000 paid for financing costs (primarily for the DOE loan) and approximately $160,000 in repayment of the MassDev loan.

        During 2008, we raised approximately $11,264,000 from the sale of our stock and warrants, net of expenses, approximately $3,572,000 from a loan from MassDev, approximately $15,000 from the exercise of employee stock options and approximately $98,000 from the issuance of stock to our employees under the employee stock purchase plan, offset by approximately $99,000 paid for financing costs and advance payments to suppliers.

        During 2007, we raised approximately $42,550,000 from the sale of our stock, approximately $717,000 for stock and warrants issued to the landlord, approximately $85,000 for the exercise of employee stock options and approximately $26,000 for the issuance of stock to our employees under the employee stock purchase plan.

-54-


        The following table summarizes our commitments and debt at December 31, 2009:

 
  Description of Commitment  
 
  Operating
leases
  Purchasee
Obligations
  MassDev Loan   Total  

Period ending:

                         
 

December 31, 2010

  $ 727,437   $ 6,267,064   $ 659,546   $ 7,654,047  
 

December 31, 2011

    753,188         704,349     1,457,537  
 

December 31, 2012

    778,937           751,617     1,530,554  
 

December 31, 2013

    804,689           803,253     1,607,942  
 

December 31, 2014

    618,000           857,818     1,475,818  
 

December 31, 2015

              678,785     678,785  
                   
 

Total Commitments

  $ 3,682,251   $ 6,267,064   $ 4,455,368   $ 14,404,683  
                   

        As of December 31, 2009, we had purchase commitments with our suppliers of approximately $6.3 million of which approximately $2.3 million are firm, non-cancelable commitments. Total purchase commitments include approximately $4.5 million for materials required to build the flywheels and electronic control modules for Stephentown, of which $3.9 million are cancelable as of December 31, 2009. The remaining commitments are for other equipment needed for Stephentown, costs associated with closing the DOE loan, equipment and other operating expenses. We have an additional $2.8 million conditional material purchase commitment to a second source supplier who is working to meet our qualification requirements.

        In July 2007, we signed a seven-year lease on our current corporate headquarters, and relocated all of our operations to this facility in January 2008. This facility significantly expanded our manufacturing capacity and provides sufficient space to continue our research and development activities. Our facility is located at 65 Middlesex Road Tyngsboro, Massachusetts. The 103,000 square foot facility has been renovated and built-out to our specifications. We believe our facility has a capacity of approximately 600 flywheels per year, and with further capital spending for equipment our capacity will increase to approximately 1,000 flywheels per year.

        As part of the Tyngsboro lease agreement, we issued to the landlord 150,000 shares of our common stock pursuant to our registration statement on Form S-3 filed on August 17, 2007, which became effective on August 28, 2007, and a warrant exercisable for 500,000 shares of our common stock pursuant to an exemption from registration under the Securities Act of 1933, as amended, in return for lower cash payments payable by us under the lease. We provided our landlord with an irrevocable letter of credit securing our performance under the lease with a balance at December 31, 2009 and 2008 of $200,000 which is reduced periodically during the lease terms. The letter of credit is secured by a cash deposit, which is included in restricted cash in the accompanying consolidated balance sheets. Rent expense was $588,879 and $585,451 for the years ended December 31, 2009 and 2008, respectively. In addition, we are responsible for real estate taxes and all operating expenses of the Tyngsboro facility. Additional capital expenditures will be required in the future to optimize the plant for maximum production. The amount and timing of these expenditures are dependent on requirements of equipment needed to meet production schedules as well as having sufficient funding.

Financing

        On December 9, 2009, we sold 38,100,000 units of the Company at a purchase price of $0.544 per unit for a total of approximately $19.0 million, net of expenses. Each unit consisted of one share of our common stock, par value $0.01 per share; a warrant to purchase 0.5 of a share of common stock at an exercise price of $0.70 per share through December 9, 2014; and an additional investor rights warrant to purchase 0.5 of a share of common stock through August 31, 2010 at a floating exercise price. The

-55-



floating exercise price is equal to 85% of the five-day volume weighted average price of our common stock at the time of exercise, but in no event less than $0.272 per share. All the warrants were exercisable upon issuance. The units were issued pursuant to a prospectus supplement filed with the Securities and Exchange Commission in connection with a registration statement on Form S-3 filed with the Securities and Exchange Commission that became effective on September 15, 2009.

        On February19, 2009, we entered into a common stock purchase agreement with Seaside 88, LP (Seaside), valued at up to $18 million. This agreement was amended on June 19, 2009. The original agreement required Seaside to buy $1 million of common stock once each month for up to 18 months, beginning on February 20, 2009, and on the 20th day of each month thereafter (or the next closest business day,) at a purchase price reflecting 20% discount to the volume weighted average trading price over the five-day trading period immediately before the purchase. The amended agreement maintains the $18 million aggregate maximum purchase price, but accelerates the purchase to 1.5 million shares twice per month at a 14% discount to the 10-day volume weighted average trading price. The agreement was structured in three tranches, or segments, of six closings each. The first tranche ended with the July 6, 2009 stock purchase. The second tranche ended with the October 5, 2009 closing date, and we exercised our option to extend the agreement for a third tranche, meaning that there will be 18 closings over the term of the agreement (subject to the overall dollar limit). In December 2009, we issued additional shares of stock through a public offering. As part of the underwriting conditions for that offering, we exercised our option to delay the Seaside purchases originally scheduled for December and January for a period of 60 days. The following stock sales to Seaside have been completed as of December 31, 2009:

Transaction date
  Aggregate
value
  Common
Shares Sold
  Sale Price
per Share
 

February 20, 2009

  $ 1,000,000     2,656,184   $ 0.37648  

March 20, 2009

    1,000,000     2,896,200   $ 0.34528  

April 20, 2009

    1,000,000     1,912,777   $ 0.52280  

May 20, 2009

    1,000,000     1,647,772   $ 0.60688  

June 22, 2009

    1,193,895     1,500,000   $ 0.79593  

July 6, 2009

    1,118,430     1,500,000   $ 0.74562  

July 20, 2009

    932,670     1,500,000   $ 0.62178  

August 5, 2009

    939,255     1,500,000   $ 0.62617  

August 20, 2009

    895,260     1,500,000   $ 0.59684  

September 8, 2009

    989,295     1,500,000   $ 0.65953  

September 21, 2009

    940,155     1,500,000   $ 0.62677  

October 5, 2009

    925,575     1,500,000   $ 0.61705  

October 20, 2009

    941,955     1,500,000   $ 0.62797  

November 5, 2009

    864,300     1,500,000   $ 0.57620  

November 20, 2009

    829,605     1,500,000   $ 0.55307  
                 

Total Investment

  $ 14,570,395     25,612,933        
                 

        See financial statements for sales of stock to Seaside subsequent to December 31, 2009.

        On December 24, 2008, we sold 8,966,000 units of the Company at a purchase price of $0.50 per unit for a total of approximately $4.1 million, net of expenses. Each unit consisted of one share of our common stock, par value $0.01 per share, and a warrant to purchase one share of common stock at an exercise price of $0.74 per share, for a total of 8,966,000 warrants. The warrants become exercisable six months and one day after their issuance, and expire five and one half years after their issuance. The units were issued pursuant to a prospectus supplement filed with the Securities and Exchange

-56-



Commission in connection with a registration statement on Form S-3 filed with the Securities and Exchange Commission that became effective on July 29, 2008.

        On October 15, 2008, we sold 8,700,000 units of the Company at a purchase price of $0.91 per unit for a total of approximately $7.2 million, net of expenses. Each unit consisted of one share of our common stock, par value $0.01 per share, and a warrant to purchase one share of common stock at an exercise price of $1.20 per share, for a total of 8,700,000 warrants. The warrants become exercisable six months and one day after their issuance, and expire five and one half years after their issuance. The units were issued pursuant to a prospectus supplement filed with the Securities and Exchange Commission in connection with a registration statement on Form S-3 filed with the Securities and Exchange Commission that became effective on July 29, 2008.

        On June 30, 2008, we entered into an agreement with Massachusetts Development Finance Agency ("MassDev") pursuant to which MassDev agreed to lend us up to $5 million. This loan derives from a funding collaboration between the Emerging Technology Fund of MassDev and the Massachusetts Technology Collaborative's Business Expansion Initiative. The MassDev loan is evidenced by a promissory note under which we were able to make one or more requests for advances of up to an aggregate of $5 million for the purchase of equipment and installation of certain tenant improvements at our Tyngsboro, Massachusetts facility. We had one year following the date of the initial advance to draw on the loan. The initial advance on the loan was made on October 1, 2008 for approximately $3.5 million. The second, and final, advance on the loan was made in October 2009 for approximately $1 million. The remainder of the loan commitment is no longer available. The note will mature 84 months after the initial advance and bears a fixed annual interest rate of 6.5%. As partial consideration for the loan, on June 30, 2008, we issued MassDev two warrants. Each warrant provides for the purchase of 85,979 shares of our common stock at an exercise price of $1.89 per share, subject to any adjustments as set forth in the warrants. The warrants are exercisable for seven years commencing on June 30, 2008 and provide for registration rights for the resale of the shares issued upon their exercise. MassDev assigned one of the warrants to the Massachusetts Technology Park Corporation ("MTPC"), as part of MTPC's participation under the Massachusetts Technology Collaborative's Business Expansion Initiative. The fair value of the warrants is being amortized over the term of the loan.

        In October 2007, we sold 11,911,852 units of the Company at a purchase price of $2.10 per unit, for a total of approximately $23.8 million, net of expenses. Each unit consisted of one share of our common stock, par value $0.01 per share, and a warrant to purchase 0.95 shares of common stock at an exercise price of $2.97 per share, for a total of 11,316,260 warrants. The units were issued pursuant to a prospectus supplement filed with the Securities and Exchange Commission in connection with our registration statement on Form S-3 for $50 million filed on August 6, 2007, which became effective on August 15, 2007.

        In September 2007, we sold 5,102,041 units of the Company at a purchase price of $1.96 per unit. Each unit consisted of one share of our common stock, par value $0.01 per share, and a warrant to purchase 1.2 shares of common stock at an exercise price of $1.99 per share, for a total of 6,122,449 warrants. In addition, 153,061 warrants were issued to the placement agents at the same price per share. The units were issued pursuant to a prospectus supplement filed with the Securities and Exchange Commission in connection with our registration statement on Form S-3 for $50 million filed on August 6, 2007, which became effective on August 15, 2007.

        In July 2007 we entered into a lease for a new facility in Tyngsboro, MA. We agreed under the terms of the lease to issue to the landlord pursuant to an exemption from registration under the Securities Act of 1933, as amended, a warrant exercisable for 500,000 shares of our common stock at an exercise price of $1.77 per share. The warrant and the shares issuable upon exercise of the warrant are restricted securities and may not be sold without registration under the Securities Act of 1933, as

-57-



amended, and applicable state securities laws or an exemption therefrom. In addition, we issued the landlord 150,000 shares of common stock.

        In February 2007, we sold 11,814,687 units of the Company at a purchase price of $0.90 per unit. Each unit consisted of one share of our common stock, par value $0.01 per share, and a warrant to purchase 0.5 shares of common stock at an exercise price of $1.33 per share, for a total of 6,261,786 warrants. As part of the transaction, 354,441 warrants were issued to the placement agent. The units were issued pursuant to a prospectus supplement filed with the Securities and Exchange Commission in connection with an effective registration statement on Form S-3 previously filed with the Securities and Exchange Commission.

        Inasmuch as we are not expecting to become cash flow positive until we deploy a sufficient number of merchant plants and/or sell turnkey systems, our ability to continue as a going concern will depend on our ability to raise additional capital. We may not be able to raise this capital at all, or if we are able to do so, it may be on terms that are adverse to shareholders.

Inflation

        Our operations have not been materially affected by inflation.

Off-balance Sheet Arrangements

        We have no off-balance sheet arrangements.

Item 7A.    Quantitative and Qualitative Disclosures about Market Risk

        Our cash equivalents and investments, all of which have maturities of less than ninety days, could expose us to interest rate risk. At December 31, 2009, we had approximately $109,000 of cash equivalents that were held in a non-interest bearing checking account and approximately $301,000 held in interest-bearing checking accounts. Also at December 31, 2009 we had approximately $22.2 million of cash equivalents that were held in interest-bearing money market accounts at high-quality financial institutions, some of which are invested in off-shore securities. The fair value of these investments approximates their cost. A 10% change in interest rates would change the investment income realized on an annual basis by approximately $1,000, which we do not believe is material. The funds invested in money market accounts may not be covered under FDIC Insurance, and therefore may be at some risk of loss. However, the money market accounts are invested primarily in government funds, such as Treasury Bills. Approximately $21.2 million of our cash on hand at December 31, 2009 was invested in mutual funds at a brokerage firm that has purchased supplementary insurance through Lloyd's of London. This insurance coverage provides protection above the Securities Investor Protection Corporation (SIPC) coverage in the event that the broker becomes insolvent. SIPC protects against the loss of securities up to a total of $500,000 (of which $100,000 may be in cash) per client. The supplemental insurance provided by the broker would cover investments at that brokerage firm up to a maximum of $1 billion, including up to $1.9 million per client for the cash portion of any remaining shortfall. SIPC and the supplemental insurance do not cover market losses; however, management believes the risk of substantial market losses is low because our funds are invested primarily in government funds.

-58-


Item 8.    Consolidated Financial Statements and Supplementary Data


BEACON POWER CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Index to Consolidated Financial Statements

-59-



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors
Beacon Power Corporation:

        We have audited the accompanying consolidated balance sheets of Beacon Power Corporation and Subsidiaries (the "Company") (a development stage company) as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2009 and for the period from May 8, 1997 (date of inception) through December 31, 2009. We have also audited the Company's internal control over financial reporting as of December 31, 2009 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting appearing under Item 9A, included in the accompanying Management's Report on Internal Controls Over Financial Reporting. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our integrated audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Beacon Power Corporation and Subsidiaries as of December 31, 2009 and 2008 and the results of their operations and their cash flows for each of the

-60-



years in the three-year period ended December 31, 2009 and the period from May 8, 1997 (date of inception) through December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, Beacon Power Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

        The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company's recurring losses from operations and negative operating cash flows raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Notes 1 and 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MILLER WACHMAN LLP
   

Boston, Massachusetts
March 15, 2010

-61-



BEACON POWER CORPORATION AND SUBSIDIARIES
(A Development Stage Company)

Consolidated Balance Sheets

 
  December 31,
2009
  December 31,
2008
 

Assets

             

Current assets:

             
 

Cash and cash equivalents

  $ 22,605,147   $ 14,357,475  
 

Accounts receivable, net

    46,907     11,840  
 

Unbilled costs on contracts in progress

    577,356     16,804  
 

Prepaid expenses and other current assets

    636,887     880,729  
           
   

Total current assets

    23,866,297     15,266,848  
           

Property and equipment, net

    24,373,941     23,027,909  

Restricted cash

    212,557     205,020  

Deferred financing costs and other assets

    1,549,685     96,033  
           

Total assets

  $ 50,002,480   $ 38,595,810  
           

Liabilities and Stockholders' Equity

             

Current liabilities:

             
 

Accounts payable

  $ 1,154,613   $ 3,825,520  
 

Accrued compensation and benefits

    1,764,053     1,410,038  
 

Other accrued expenses

    1,543,507     3,253,407  
 

Advance billings on contracts

    35,418     10,811  
 

Accrued contract loss

    257,698     132,526  
 

Deferred rent—current

    138,558     112,808  
 

Current portion of long term debt

    608,105     117,023  
           
   

Total current liabilities

    5,501,952     8,862,133  
           

Long term liabilities:

             
 

Deferred rent—long term

    746,518     885,076  
 

Long term debt, net of unamortized discount

    3,676,569     3,237,061  
           
   

Total long term liabilities

    4,423,087     4,122,137  
           

Commitments and contingencies (Note 7)

             

Stockholders' equity:

             
 

Preferred Stock, $.01 par value; 10,000,000 shares authorized; no shares issued or outstanding

         
 

Common stock, $.01 par value; 400,000,000 shares authorized 171,641,622 and 107,433,190 shares issued at December 31, 2009 and December 31, 2008, respectively

    1,716,416     1,074,332  
 

Additional paid-in-capital

    245,029,557     212,145,254  
 

Deficit accumulated during the development stage

    (205,955,693 )   (186,895,207 )
 

Treasury stock, 421,692 shares at cost

    (712,839 )   (712,839 )
           
   

Total stockholders' equity

    40,077,441     25,611,540  
           

Total liabilities and stockholders' equity

  $ 50,002,480   $ 38,595,810  
           

See notes to consolidated financial statements.

-62-



BEACON POWER CORPORATION AND SUBSIDIARIES
(A Development Stage Company)

Consolidated Statements of Operations

 
   
   
   
  Cumulative from
May 8, 1997
(date of inception)
through
December 31,
2009
 
 
  Year ended December 31,  
 
  2009   2008   2007  

Revenue

  $ 968,421   $ 68,131   $ 1,388,834   $ 5,757,099  

Cost of goods sold (exclusive of items shown separately below)

    991,481     53,005     1,248,048     6,170,745  
                   

Gross profit (loss)

    (23,060 )   15,126     140,786     (413,646 )
                   

Operating expenses:

                         
 

Operations and maintenance

    2,931,315             2,931,315  
 

Research and development

    6,796,025     15,398,374     8,387,025     90,612,887  
 

Selling, general and administrative

    7,115,905     7,074,211     5,875,827     65,164,511  
 

Loss (gain) on contract commitments

    238,562     86,601     (577,789 )   3,042,624  
 

Depreciation and amortization

    1,839,164     1,294,532     144,424     7,594,786  
 

Casualty loss (recovery)

            (69,084 )    
 

Restructuring charges

                2,159,280  
 

Loss on impairment of assets

                4,663,916  
                   
   

Total operating expenses

    18,920,971     23,853,718     13,760,403     176,169,319  
                   

Loss from operations

    (18,944,031 )   (23,838,592 )   (13,619,617 )   (176,582,965 )

Other income (expense):

                         
 

Interest income

    13,537     341,479     688,621     5,589,024  
 

Interest expense

    (115,158 )   (71,452 )       (1,280,313 )
 

Gain on sale of investment

                3,562,582  
 

Other income (expense)

    (14,834 )   202     13,091     (237,827 )
                   
   

Total other income (expense), net

    (116,455 )   270,229     701,712     7,633,466  
                   

Net loss

    (19,060,486 )   (23,568,363 )   (12,917,905 )   (168,949,499 )

Preferred stock dividends

                (36,825,680 )

Accretion of convertible preferred stock

                (113,014 )
                   

Loss to common shareholders

  $ (19,060,486 ) $ (23,568,363 ) $ (12,917,905 ) $ (205,888,193 )
                   

Loss per share, basic and diluted

  $ (0.16 ) $ (0.26 ) $ (0.18 )      
                     

Weighted-average common shares outstanding

    122,200,781     90,866,039     73,604,198        
                     

See notes to consolidated financial statements.

-63-


BEACON POWER CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity

 
  Class A
Preferred Stock
  Class C
Preferred Stock
   
   
   
   
 
 
  Common Stock    
   
 
 
  Deferred
Consulting
Expense
  Deferred
Stock
Compensation
 
Description
  Shares   Amount   Shares   Amount   Shares   Amount  

BALANCE AT MAY 8, 1997 (DATE OF INCEPTION)

      $       $       $   $   $  

Issuance of Founder's Shares

                    6,750,000     67,500          

Issuance of Class A preferred stock

    1,390,000     5,662,500                     (275,000 )    

Recapitalization

    3,373,313     67,466             (6,746,626 )   (67,466 )        

Rounding for fractional shares

                    (2 )            

Issuance of Class C preferred and common stock

            6     29,866     13,476     134          

Deferred Consulting

                            773,284      

Series A Issuance for Consulting

                    134,464     1,345     (498,284 )    

Repayment of subscription receivable

                                 

Issuance of Series A preferred stock for services and interest on loans

    4,594     11,485                          

Dividend on preferred stock

                                 

Accretion of redeemable preferred stock to redemption value

                                 

Deferred Stock Compensation

                                (1,269,445 )

Issuance of stock options for consulting services

                                (47,892 )

Issuance of Stock Options to settle lawsuit

                                 

Issuance of non-employee stock options

                                 

See notes to consolidated financial statements.

-64-


BEACON POWER CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Continued)

 
  Class A
Preferred Stock
  Class C
Preferred Stock
   
   
   
   
 
 
  Common Stock    
   
 
 
  Deferred
Consulting
Expense
  Deferred
Stock
Compensation
 
Description
  Shares   Amount   Shares   Amount   Shares   Amount  

Amortize Deferred Stock Compensation and issue RSUs

                    1,236,240     12,362         3,769,072  

Issuance of warrants

                                 

Proceeds from stock offering, net of related expenses

                    22,520,802     225,208          

Conversion of Series A preferred stock

    (4,767,907 )   (5,741,451 )           9,535,814     95,358          

Conversion of Series C preferred stock

            (6 )   (29,866 )   12              

Conversion of convertible preferred stock

                    19,823,704     198,237          

Payment of accrued dividend

                    859,330     8,593          

Cashless Warrant exercise

                    2,007,091     20,071          

Exercise of Stock Options

                    2,547,843     25,478          

Shares issued through ESPP

                    135,846     1,360          

Option extension for CEO

                                 

Option extension for severed employees

                                 

Purchase of Treasury Stock

                                 

Deferred Stock Compensation revaluation

                                18,412  

Issuance of restricted stock units for bonus

                    696,160     6,961         (2,470,147 )

See notes to consolidated financial statements.

-65-


BEACON POWER CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Continued)

 
  Class A
Preferred Stock
  Class C
Preferred Stock
   
   
   
   
 
 
  Common Stock    
   
 
 
  Deferred
Consulting
Expense
  Deferred
Stock
Compensation
 
Description
  Shares   Amount   Shares   Amount   Shares   Amount  

Stock buyback to pay officer loan

                                 

Issuance of officer restricted stock units

                    10,533     106          

Stock-based compensation

                                 

Executive performance-based RSU compensation expense

                                 

Net loss

                                 
                                   

Balance, December 31, 2006

                    59,524,687     595,247          
                                   

Issuance of restricted stock units for bonus

                                 

Issuance of officer restricted stock units

                    32,074     320          

Shares issued through ESPP

                    33,416     334          

Stock-based compensation

                                 

Executive performance-based RSU compensation expense

                                 

Exercise of stock options

                    90,210     901          

Stock and warrants issued for lease

                    150,000     1,500          

Issuance of stock for cash, net of issuance costs

                    28,828,580     288,288          

Net loss

                                 
                                   

Balance, December 31, 2007

                    88,658,967     886,590          
                                   

See notes to consolidated financial statements.

-66-


BEACON POWER CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Continued)

 
  Class A
Preferred Stock
  Class C
Preferred Stock
   
   
   
   
 
 
  Common Stock    
   
 
 
  Deferred
Consulting
Expense
  Deferred
Stock
Compensation
 
Description
  Shares   Amount   Shares   Amount   Shares   Amount  

Issuance of officer restricted stock units

                    52,178     521          

Amortize deferred stock compensation and issue RSUs

                                 

Shares issued through ESPP

                    111,795     1,118          

Stock-based compensation

                                 

Executive performance-based RSU compensation expense

                                 

Exercise of stock options

                    19,250     192          

Warrants issued in conjunction with MassDev loan

                                 

Stock issued to settle lawsuit

                      925,000     9,250          

Issuance of stock for cash, net of issuance costs

                    17,666,000     176,661          

Net loss

                                 
                                   

Balance, December 31, 2008

                    107,433,190     1,074,332          
                                   

See notes to consolidated financial statements.

-67-


BEACON POWER CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Continued)

 
  Class A
Preferred Stock
  Class C
Preferred Stock
   
   
   
   
 
 
  Common Stock    
   
 
 
  Deferred
Consulting
Expense
  Deferred
Stock
Compensation
 
Description
  Shares   Amount   Shares   Amount   Shares   Amount  

Issuance of officer restricted stock units

                    63,272     631          

Amortize deferred stock compensation and issue RSUs

                                 

Shares issued through ESPP

                    200,102     2,001          

Stock-based compensation

                                 

Executive performance-based RSU compensation expense

                                 

Exercise of stock options

                                 

Warrants issued in conjunction with MassDev loan

                                   

Stock issued to settle lawsuit

                                 

Issuance of stock for cash, net of issuance costs

                    63,712,933     637,131          

Warrant exercises

                    232,125     2,321          

Net loss

                                 
                                   

Balance, December 31, 2009

      $       $     171,641,622   $ 1,716,416   $   $  
                                   

See notes to consolidated financial statements.

-68-


BEACON POWER CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Continued)

 
   
   
   
  Treasury Stock    
 
 
  Additional
Paid-in
Capital
  Stock
Subscription
Receivable
  Retained
Deficit
  Total
Stockholders'
Equity
 
Description
  Shares   Amount  

BALANCE AT MAY 8, 1997 (DATE OF INCEPTION)

  $   $   $       $   $  

Issuance of Founder's Shares

            (67,500 )            

Issuance of Class A preferred stock

        (5,000,000 )               387,500  

Recapitalization

                         

Rounding for fractional shares

                         

Issuance of Class C preferred and common stock

                        30,000  

Deferred Consulting

                        773,284  

Series A Issuance for Consulting

    496,939                      

Repayment of subscription receivable

        5,000,000                 5,000,000  

Issuance of Series A preferred stock for services and interest on loans

                        11,485  

Dividend on preferred stock

            (2,245,680 )           (2,245,680 )

Accretion of redeemable preferred stock to redemption value

            (113,014 )           (113,014 )

Deferred Stock Compensation

    1,269,445                      

Issuance of stock options for consulting services

    47,892                      

Issuance of Stock Options to settle lawsuit

    303,160                     303,160  

Issuance of non-employee stock options

    16,288                     16,288  

See notes to consolidated financial statements.

-69-


BEACON POWER CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Continued)

 
   
   
   
  Treasury Stock    
 
 
  Additional
Paid-in
Capital
  Stock
Subscription
Receivable
  Retained
Deficit
  Total
Stockholders'
Equity
 
Description
  Shares   Amount  

Amortize Deferred Stock Compensation and issue RSUs

    (73,042 )                   3,708,392  

Issuance of warrants

    36,520,366         (34,580,000 )           1,940,366  

Proceeds from stock offering, net of related expenses

    66,224,806                     66,450,014  

Conversion of Series A preferred stock

    5,646,093                      

Conversion of Series C preferred stock

    29,866                      

Conversion of convertible preferred stock

    36,496,431