##### Table of Contents



FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

|           |   |  |                                                                                                                                
|---------- | - |  | -------------------------------------------------------------------------------------------------------------------------------
|(MARK ONE)
|          
|           | x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2002    
|          
|           |   |  | 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 000-31687

Evergreen Solar, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

|                                                                        |  |                                                   
|----------------------------------------------------------------------- |  | --------------------------------------------------
|DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) |  | 04-3242254
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

259 Cedar Hill Street
Marlboro, Massachusetts 01752
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(508) 357-2221
(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)

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
x
Noo

Indicate the number of shares outstanding of each of the issuers classes
of common stock, as of the latest practicable date: As of August 1, 2002 there
were 11,408,691 shares of common stock outstanding.



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TABLE OF CONTENTS



|                                                |                                                                                                  |  |  |  |  |  |  | 
|----------------------------------------------- | ------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|                                                | PART I. FINANCIAL INFORMATION                                                                   
|                                                | ITEM 1. FINANCIAL STATEMENTS                                                                    
|                                                | Condensed Consolidated Balance Sheets                                                           
|                                                | Condensed Consolidated Statements of Operations                                                 
|                                                | Condensed Consolidated Statements of Cash Flows                                                 
|                                                | Notes to Condensed Consolidated Financial Statements                                            
|                                                | ITEM 2.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                | ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                            
|                                                | PART II.     OTHER INFORMATION                                                                  
|                                                | ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS                                           
|                                                | ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|                                                | ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                                     
|Ex-99.1 Section 906 Certification, Mark Farber 
|Ex-99.2 Section 906 Cert., Richard G. Chleboski



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##### Table of Contents



EVERGREEN SOLAR, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2002

TABLE OF CONTENTS

|                               |                                                                                                                              |  |      |    | 
|------------------------------ | ---------------------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                               |                                                                                                                              |  | Page
|                               |                                                                                                                              |  |     
|PART I  FINANCIAL INFORMATION |                                                                                                                              |  |      |   
|                              
|ITEM 1:                        | FINANCIAL STATEMENTS                                                                                                         |  |      |    | 
|                              
|                               | Unaudited Condensed Consolidated Balance Sheets at
December 31, 2001 and June 30, 2002                                       |  |      | 3  | 
|                              
|                               | Unaudited Condensed Consolidated Statements of Operations
for the Three and Six Months Ended June 30, 2001 and June
30, 2002 |  |      | 4  | 
|                              
|                               | Unaudited Condensed Consolidated Statements of Cash Flows
for the Three and Six Months Ended June 30, 2001 and June
30, 2002 |  |      | 5  | 
|                              
|                               | Notes to Condensed Consolidated Financial Statements                                                                         |  |      | 6  | 
|                              
|ITEM 2:                        | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS                                        |  |      | 7  | 
|                              
|ITEM 3:                        | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                                                                    |  |      | 21 | 
|                              
|PART II  OTHER INFORMATION    |                                                                                                                              |  |      |   
|                              
|ITEM 2:                        | CHANGES IN SECURITIES AND USE OF PROCEEDS                                                                                    |  |      | 22 | 
|                              
|ITEM 4:                        | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                          |  |      | 22 | 
|                              
|ITEM 6:                        | EXHIBITS AND REPORTS ON FORM 8-K                                                                                             |  |      | 23 | 
|                              
|SIGNATURES                     |                                                                                                                              |  |      |   
|                              
|EXHIBIT INDEX                  |                                                                                                                              |  |      |   

2



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##### Table of Contents






PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




Evergreen Solar, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share data)
(unaudited)

|                                                                                                                                                                   |                                                                                                                                 |                                     |        |              |         |          |        |        |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------- | ------ | ------------ | ------- | -------- | ------ | ------ | ------- | -
|                                                                                                                                                                   |                                                                                                                                 |                                     |        | December 31, |         | June 30,
|                                                                                                                                                                   |                                                                                                                                 |                                     |        | 2001         |         | 2002    
|                                                                                                                                                                   |                                                                                                                                 |                                     |        |              |         |         
|Assets                                                                                                                                                             |                                                                                                                                 |                                     |        |              |         |          |        |       
|Current assets:                                                                                                                                                    |                                                                                                                                 |                                     |        |              |         |          |        |       
|                                                                                                                                                                   | Cash and cash equivalents                                                                                                       |                                     | $      | 2,554        |         |          | $      | 793    |        
|                                                                                                                                                                   | Short-term investments                                                                                                          |                                     |        | 23,709       |         |          |        | 17,177 |        
|                                                                                                                                                                   | Accounts receivable, net of allowance for doubtful accounts of $13
and $75 at December 31, 2001 and June 30, 2002, respectively |                                     |        | 488          |         |          |        | 1,306  |        
|                                                                                                                                                                   | Interest receivable                                                                                                             |                                     |        | 389          |         |          |        | 252    |        
|                                                                                                                                                                   | Inventory                                                                                                                       |                                     |        | 999          |         |          |        | 2,026  |        
|                                                                                                                                                                   | Other current assets                                                                                                            |                                     |        | 258          |         |          |        | 272    |        
|                                                                                                                                                                   |                                                                                                                                 |                                     |        |              |         |          |        |       
|                                                                                                                                                                   |                                                                                                                                 | Total current assets                |        |              | 28,397  |          |        |        | 21,826  |  
|Restricted cash                                                                                                                                                    |                                                                                                                                 |                                     | 464    |              |         |          | 464    |       
|Fixed assets, net                                                                                                                                                  |                                                                                                                                 |                                     | 16,000 |              |         |          | 15,632 |       
|                                                                                                                                                                   |                                                                                                                                 |                                     |        |              |         |          |        |       
|                                                                                                                                                                   |                                                                                                                                 | Total assets                        |        | $            | 44,861  |          |        | $      | 37,922  |  
|                                                                                                                                                                   |                                                                                                                                 |                                     |        |              |         |          |        |       
|Liabilities and stockholders equity                                                                                                                               |                                                                                                                                 |                                     |        |              |         |          |        |       
|Current liabilities:                                                                                                                                               |                                                                                                                                 |                                     |        |              |         |          |        |       
|                                                                                                                                                                   | Accounts payable                                                                                                                |                                     | $      | 858          |         |          | $      | 684    |        
|                                                                                                                                                                   | Accrued employee compensation                                                                                                   |                                     |        | 514          |         |          |        | 554    |        
|                                                                                                                                                                   | Accrued warranty                                                                                                                |                                     |        | 138          |         |          |        | 264    |        
|                                                                                                                                                                   | Other accrued expenses                                                                                                          |                                     |        | 296          |         |          |        | 268    |        
|                                                                                                                                                                   |                                                                                                                                 |                                     |        |              |         |          |        |       
|                                                                                                                                                                   | Total current liabilities                                                                                                       |                                     |        | 1,806        |         |          |        | 1,770  |        
|Stockholders equity:                                                                                                                                              |                                                                                                                                 |                                     |        |              |         |          |        |       
|Preferred stock, $.01 par value, 1,000,000 shares authorized, no shares issued or
outstanding at December 31, 2001 and June 30, 2002, respectively                 |                                                                                                                                 |                                     |       |              |         |          |       |       
|Common stock, $0.01 par value, 30,000,000 shares authorized,
11,397,947 and 11,406,613 issued and outstanding at December 31, 2001
and June 30, 2002, respectively |                                                                                                                                 |                                     | 114    |              |         |          | 114    |       
|Additional paid-in capital                                                                                                                                         |                                                                                                                                 |                                     | 71,498 |              |         |          | 71,505 |       
|Other comprehensive income                                                                                                                                         |                                                                                                                                 |                                     | 249    |              |         |          | 93     |       
|Accumulated deficit:                                                                                                                                               |                                                                                                                                 |                                     |        |              |         |          |        |       
|                                                                                                                                                                   |                                                                                                                                 | Cumulative net loss since inception |        |              | (28,157 | )        |        |        | (35,054 | )
|                                                                                                                                                                   |                                                                                                                                 | Deferred compensation               |        |              | (649    | )        |        |        | (506    | )
|                                                                                                                                                                   |                                                                                                                                 |                                     |        |              |         |          |        |       
|                                                                                                                                                                   | Total stockholders equity                                                                                                      |                                     |        | 43,055       |         |          |        | 36,152 |        
|                                                                                                                                                                   |                                                                                                                                 |                                     |        |              |         |          |        |       
|                                                                                                                                                                   | Total liabilities and stockholders equity                                                                                      |                                     | $      | 44,861       |         |          | $      | 37,922 |        
|                                                                                                                                                                   |                                                                                                                                 |                                     |        |              |         |          |        |       

The accompanying notes are an integral part of these financial statements.

3



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Evergreen Solar, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

|                                                                                                                                                                                                                                                             |                                       |   |                    |        |                  |   |        |        |      |   |        |        |   |   |        |        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------- | - | ------------------ | ------ | ---------------- | - | ------ | ------ | ---- | - | ------ | ------ | - | - | ------ | ------ | -
|                                                                                                                                                                                                                                                             |                                       |   | Three months ended |        | Six months ended
|                                                                                                                                                                                                                                                             |                                       |   | June 30,           |        | June 30,        
|                                                                                                                                                                                                                                                             |                                       |   |                    |        |                 
|                                                                                                                                                                                                                                                             |                                       |   | 2001               |        | 2002             |   | 2001   |        | 2002
|                                                                                                                                                                                                                                                             |                                       |   |                    |        |                  |   |        |        |     
|Revenues:                                                                                                                                                                                                                                                    |                                       |   |                    |        |                  |   |        |        |      |   |        |        |   |   |        |       
|                                                                                                                                                                                                                                                             | Product revenues                      |   | $                  | 212    |                  |   | $      | 1,075  |      |   | $      | 358    |   |   | $      | 1,988  |  
|                                                                                                                                                                                                                                                             | Research revenues                     |   |                    | 348    |                  |   |        | 207    |      |   |        | 679    |   |   |        | 443    |  
|                                                                                                                                                                                                                                                             |                                       |   |                    |        |                  |   |        |        |      |   |        |        |   |   |        |       
|Total revenues                                                                                                                                                                                                                                               |                                       |   | 560                |        |                  |   | 1,282  |        |      |   | 1,037  |        |   |   | 2,431  |       
|Operating expenses:                                                                                                                                                                                                                                          |                                       |   |                    |        |                  |   |        |        |      |   |        |        |   |   |        |       
|Cost of product revenues (excluding stock-based compensation of $18
and $37 for the three and six months ended June 30, 2001, and $20
and $40 for the three and six months ended June 30, 2002, respectively)                                                |                                       |   | 1,888              |        |                  |   | 2,771  |        |      |   | 3,328  |        |   |   | 5,655  |       
|Research and development expenses, including costs of research revenues
(excluding stock-based compensation of $37 and $73 for the three
and six months ended June 30, 2001, and $31 and $60 for the
three and six months ended June 30, 2002, respectively) |                                       |   | 866                |        |                  |   | 958    |        |      |   | 1,749  |        |   |   | 1,782  |       
|Selling, general and administrative expenses (excluding stock-based
compensation of $20 and $39 for the three and six months ended June
30, 2001 and $21 and $43 for the three and six months ended
June 30, 2002, respectively)                             |                                       |   | 1,039              |        |                  |   | 1,166  |        |      |   | 2,147  |        |   |   | 2,200  |       
|Stock-based compensation expense                                                                                                                                                                                                                             |                                       |   | 75                 |        |                  |   | 72     |        |      |   | 149    |        |   |   | 143    |       
|                                                                                                                                                                                                                                                             |                                       |   |                    |        |                  |   |        |        |      |   |        |        |   |   |        |       
|                                                                                                                                                                                                                                                             | Total operating expenses              |   |                    | 3,868  |                  |   |        | 4,967  |      |   |        | 7,373  |   |   |        | 9,780  |  
|                                                                                                                                                                                                                                                             | Operating income (loss)               |   |                    | (3,308 | )                |   |        | (3,685 | )    |   |        | (6,336 | ) |   |        | (7,349 | )
|Net interest income                                                                                                                                                                                                                                          |                                       |   | 479                |        |                  |   | 210    |        |      |   | 1,118  |        |   |   | 452    |       
|                                                                                                                                                                                                                                                             |                                       |   |                    |        |                  |   |        |        |      |   |        |        |   |   |        |       
|Net income (loss)                                                                                                                                                                                                                                            |                                       |   | (2,829             | )      |                  |   | (3,475 | )      |      |   | (5,218 | )      |   |   | (6,897 | )     
|Other comprehensive income (loss):                                                                                                                                                                                                                           |                                       |   |                    |        |                  |   |        |        |      |   |        |        |   |   |        |       
|                                                                                                                                                                                                                                                             | Unrealized gain (loss) on investments |   |                    | (29    | )                |   |        | (62    | )    |   |        | 93     |   |   |        | 93     |  
|                                                                                                                                                                                                                                                             |                                       |   |                    |        |                  |   |        |        |      |   |        |        |   |   |        |       
|Comprehensive income (loss)                                                                                                                                                                                                                                  |                                       | $ | (2,858             | )      |                  | $ | (3,537 | )      |      | $ | (5,125 | )      |   | $ | (6,804 | )     
|                                                                                                                                                                                                                                                             |                                       |   |                    |        |                  |   |        |        |      |   |        |        |   |   |        |       
|Net income (loss) per common share (basic and diluted)                                                                                                                                                                                                       |                                       | $ | (0.25              | )      |                  | $ | (0.30  | )      |      | $ | (0.47  | )      |   | $ | (0.60  | )     
|Weighted average shares used in computing basic and diluted
net income (loss) per common share                                                                                                                                                               |                                       |   | 11,261             |        |                  |   | 11,404 |        |      |   | 11,217 |        |   |   | 11,401 |       

The accompanying notes are an integral part of these financial statements.

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Evergreen Solar, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

|                                                 |                                                                                      |                                                             |                                       |         |                  |        |       |        |     |        |  
|------------------------------------------------ | ------------------------------------------------------------------------------------ | ----------------------------------------------------------- | ------------------------------------- | ------- | ---------------- | ------ | ----- | ------ | --- | ------ | -
|                                                 |                                                                                      |                                                             |                                       |         | Six months ended
|                                                 |                                                                                      |                                                             |                                       |         | June 30,        
|                                                 |                                                                                      |                                                             |                                       |         |                 
|                                                 |                                                                                      |                                                             |                                       |         | 2001             |        | 2002 
|                                                 |                                                                                      |                                                             |                                       |         |                  |        |      
|Cash flows from operating activities:            |                                                                                      |                                                             |                                       |         |                  |        |       |       
|                                                 | Net loss                                                                             |                                                             | $                                     | (5,218  | )                |        | $     | (6,897 | )  
|                                                 | Adjustments to reconcile net income (loss) to net
cash used in operating activities: |                                                             |                                       |         |                  |        |       |        |    
|                                                 |                                                                                      | Depreciation expense                                        |                                       |         | 184              |        |       |        | 990 |       
|                                                 |                                                                                      | Amortization expense                                        |                                       |         | 30               |        |       |        | 164 |       
|                                                 |                                                                                      | Write-off of fixed assets                                   |                                       |         |                 |        |       |        | 43  |       
|                                                 |                                                                                      | Compensation expense associated with employee stock options |                                       |         | 149              |        |       |        | 143 |       
|                                                 |                                                                                      | Changes in operating assets and liabilities:                |                                       |         |                  |        |       |        |     |       
|                                                 |                                                                                      |                                                             | Inventory and other current           |         |                  | (468   | )     |        |     | (1,041 | )
|                                                 |                                                                                      |                                                             | Interest receivable                   |         |                  | (342   | )     |        |     | 137    |  
|                                                 |                                                                                      |                                                             | Accounts receivable                   |         |                  | 574    |       |        |     | (818   | )
|                                                 |                                                                                      |                                                             | Accounts payable and accrued expenses |         |                  | (212   | )     |        |     | (36    | )
|                                                 |                                                                                      |                                                             |                                       |         |                  |        |       |       
|                                                 |                                                                                      |                                                             | Net cash used in operating activities |         |                  | (5,303 | )     |        |     | (7,315 | )
|Cash flows from investing activities:            |                                                                                      |                                                             |                                       |         |                  |        |       |       
|                                                 | Purchases of fixed assets                                                            |                                                             |                                       | (7,500  | )                |        |       | (665   | )  
|                                                 | Purchases of investments                                                             |                                                             |                                       |        |                  |        |       | (5,092 | )  
|                                                 | Proceeds from sale and maturity of investments                                       |                                                             |                                       | 1,562   |                  |        |       | 11,304 |    
|                                                 |                                                                                      |                                                             |                                       |         |                  |        |       |       
|                                                 | Net cash (used in) provided by investing activities                                  |                                                             |                                       | (5,938  | )                |        |       | 5,547  |    
|Cash flows from financing activities:            |                                                                                      |                                                             |                                       |         |                  |        |       |       
|                                                 | Proceeds from the exercise of stock options and warrants                             |                                                             |                                       | 805     |                  |        |       | 7      |    
|                                                 |                                                                                      |                                                             |                                       |         |                  |        |       |       
|                                                 | Net cash flow provided by financing activities                                       |                                                             |                                       | 805     |                  |        |       | 7      |    
|                                                 |                                                                                      |                                                             |                                       |         |                  |        |       |       
|                                                 | Net decrease in cash and cash equivalents                                            |                                                             |                                       | (10,436 | )                |        |       | (1,761 | )  
|Cash and cash equivalents at beginning of period |                                                                                      |                                                             | 13,171                                |         |                  |        | 2,554 |       
|                                                 |                                                                                      |                                                             |                                       |         |                  |        |       |       
|Cash and cash equivalents at end of period       |                                                                                      | $                                                           | 2,735                                 |         |                  | $      | 793   |       
|                                                 |                                                                                      |                                                             |                                       |         |                  |        |       |       
|Supplemental cash flow information:              |                                                                                      |                                                             |                                       |         |                  |        |       |       
|                                                 | Taxes paid                                                                           |                                                             |                                       | 26      |                  |        |       | 14     |    

The accompanying notes are an integral part of these financial statements.

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1.    Basis of Presentation

The accompanying condensed consolidated interim financial statements of
Evergreen Solar, Inc. (Evergreen Solar or the Company) are unaudited and
have been prepared on a basis substantially consistent with the Companys
audited financial statements for the year ended December 31, 2001. The
condensed consolidated interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America for interim financial information. Consequently, these statements
do not include all disclosures normally required by generally accepted
accounting principles for annual financial statements. These condensed
consolidated interim financial statements should be read in conjunction with
the Companys audited financial statements for the year ended December 31,
2001, which are contained in Evergreens Annual Report on Form 10-K for the
fiscal year ended December 31, 2001, which was filed with the Securities and
Exchange Commission on March 28, 2002. The unaudited condensed consolidated
interim financial statements, in the opinion of management, reflect all
adjustments (consisting only of normal recurring accruals) necessary for a fair
presentation of the financial position at June 30, 2002, the results of
operations for the three and six month periods ended June 30, 2002 and 2001,
and the cash flows for the three and six month periods ended June 30, 2002 and
2001. The balance sheet at December 31, 2001 has been derived from audited
financial statements as of that date. The results of operations for the
interim periods are not necessarily indicative of the results of operations to
be expected for any other interim period or for the full fiscal year ending
December 31, 2002.

2.    Net Income (Loss) per Common Share

The Company computes net loss per common share in accordance with SFAS No. 128,
Earnings Per Share (SFAS 128), and SEC Staff Accounting Bulletin No. 98
(SAB 98). Under the provisions of SFAS 128 and SAB 98, basic net loss per
common share is computed by dividing net loss attributable to common
stockholders by the weighted average number of common shares outstanding. The
calculation of diluted net loss per common share for the three and six month
period ended June 30, 2001 and 2002 does not include 1,251,084 and 1,549,589
potential shares of common stock equivalents outstanding at June 30, 2001 and
2002, respectively, as their inclusion would be antidilutive.

3.    Inventory

A summary of inventories is as follows:

|                |  |              |         |          |  |   |           | 
|--------------- |  | ------------ | ------- | -------- |  | - | --------- | 
|                |  | December 31, |         | June 30,
|                |  | 2001         |         | 2002    
|                |  |              |         |         
|Raw materials   |  | $            | 816,000 |          |  | $ | 1,128,000 | 
|Work-in-process |  |              |        |          |  |   | 64,000    | 
|Finished goods  |  |              | 183,000 |          |  |   | 834,000   | 
|                |  |              |         |          |  |   |           | 
|                |  | $            | 999,000 |          |  | $ | 2,026,000 | 
|                |  |              |         |          |  |   |           | 

4.    Deferred Compensation and Equity Related Charges

Through December 31, 2000, we recorded total cumulative deferred compensation
of approximately $1.3 million representing the difference between the estimated
fair market value of our common stock and the exercise price on the option
grant date. These amounts were presented as a reduction of stockholders equity
and are being amortized ratably over the vesting period of the options, which
is generally four years. The amortization resulted in charges to operations of
$149,000 and $143,000 for the six months ended June 30, 2001 and 2002,
respectively.

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5.    Segment Information

For the six months ended June 30, 2001, revenues generated from within the
United States and outside the United States were approximately $1.0 million and
$28,000, respectively. For the six months ended June 30, 2002, revenues
generated from within the United States, Germany, Japan, and other countries
outside the United States were approximately $1.3 million, $800,000, $160,000,
and $185,000, respectively.

For the six months ended June 30, 2001 and 2002 revenues from the National
Institute of Standards and Technology accounted for 30% and 18% of total
revenues, respectively, and revenues from the National Renewable Energy
Laboratory accounted for 19% and 0% of total revenues, respectively. Revenues
from one distributor accounted for approximately 26% of total revenues for the
six months ended June 30, 2001 and approximately 7% for the six months ended
June 30, 2002, and another distributor accounted for 0% of total revenues for
the six months ended June 30, 2001 and approximately 33% for the six months
ended June 30, 2002.

6.   Recent Accounting Pronouncements

In October 2001, the FASB issued SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. The objectives of SFAS 144 are to address
significant issues relating to the implementation of SFAS 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of, and to develop a single accounting model, based on the framework
established in SFAS 121, for long-lived assets to be disposed of by sale,
whether previously held and used or newly acquired. SFAS 144 is effective for
financial statements issued for fiscal years beginning after December 15, 2001
and, generally, its provisions are to be applied prospectively. To date, SFAS
144 has had no impact on our financial position or results of operations.




ITEM 2.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We caution readers that statements in this Quarterly Report on Form 10-Q that
are not strictly historical statements constitute forward-looking statements
which are made pursuant to the safe harbor provisions of Section 21E of the
Securities Exchange Act of 1934. These statements may be identified with such
words as we expect, we believe, we anticipate or similar indications of
future expectations. These statements are neither promises nor guarantees, and
involve risks and uncertainties which could cause our actual results to differ
materially from such forward-looking statements, including, among other things,
those risks and uncertainties described below in this Quarterly Report under
the caption Certain Factors which may Affect Future Results and in our other
filings with the Securities and Exchange Commission. We caution readers not to
place undue reliance on any forward-looking statements contained in this
Quarterly Report, which speak only as of the date of this Report.

OVERVIEW

We develop, manufacture and market solar power products for the global
marketplace. Solar cells are semiconductor devices that convert sunlight into
electricity and form the building block for all solar power products. To date,
our product sales have been primarily solar panels, which have been used to
generate electricity for on-grid and off-grid applications. Off-grid
applications have included the electrification of rural homes, lighting for
small, rural schools and power supplies for water pumping. More recently, the
majority of our products have been used by on-grid customers as a clean,
renewable source of alternative or supplemental electricity.

Product revenues.Product revenues consist of revenues from the sale of solar
cells, panels and systems. We recognize revenue when persuasive evidence of an
arrangement exists, shipment has occurred, the sales price is fixed or
determinable and collectibility is probable. Product revenues represented 82%
of total revenues for the period ended June 30, 2002 and 35% of total revenues
for the period ended June 30, 2001. International product sales accounted for
approximately 58% and 8% of total product revenues for the period ended June
30, 2002, and 2001, respectively. We anticipate that international sales will
continue to account for a significant portion of our product revenues for the
foreseeable future. Currently, all product revenues are denominated in United
States dollars. Foreign exchange rate fluctuations have impacted the relative
competitiveness of our products in other markets, but we have not had any
direct foreign exchange exposure.

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Research revenues.Research revenues consist of revenues from various state and
federal government agencies to fund our ongoing research, development, testing
and enhancement of our products and manufacturing technology. We have not in
the past, nor is it our intention in the future, to pursue contracts that are
not part of our ongoing research activities. We recognize research revenues
using the percentage of completion method.

Cost of product revenues.Cost of product revenues consists primarily of
salaries and related personnel costs, materials expenses, depreciation
expenses, maintenance, rent, royalties on licensed technology and other support
expenses associated with the manufacture of our solar power products. We expect
to continue to experience costs in excess of product revenues unless we are
able to achieve greater manufacturing efficiencies, higher yields, and higher
production levels.

Research and development expenses, including cost of research revenues.
Research and development expenses, including cost of research revenues, consist
primarily of salaries and related personnel costs, consulting expenses, and
prototype costs related to the design, development, testing and enhancement of
our products and manufacturing technology. We expense our research and
development expenses as incurred. We believe that research and development is
critical to our strategic objectives of enhancing our technology, reducing
manufacturing costs and meeting the changing requirements of our customers. As
a result, we expect that our total research and development expenses will
increase in the future.

Selling, general and administrative expenses.Selling, general and
administrative expenses consist primarily of salaries and related personnel
costs, professional fees, rent, insurance and other sales expenses. We expect
that selling expenses will increase substantially in absolute dollars as we
increase our sales efforts, hire additional sales personnel and initiate
additional marketing programs. We expect that general and administrative
expenses will increase as we add personnel and incur additional costs related
to the growth of our business.

Stock-based compensation expense.Through December 31, 2000, we recorded total
cumulative deferred compensation of approximately $1.3 million representing the
difference between the estimated fair market value of our common stock and the
exercise price on the option grant date. These amounts were presented as a
reduction of stockholders equity and are being amortized ratably over the
vesting period of the options, which is generally four years. The amortization
resulted in charges to operations of $143,000 and $149,000 for the three months
ended June 30, 2002 and 2001, respectively.

Net interest income.Net interest income consists primarily of interest earned
on the holding of short-term, high quality commercial paper, corporate bonds
and United States government-backed securities, less any bond premium
amortization.

COMPARISON OF THREE MONTHS ENDED JUNE 30, 2002 AND 2001

Revenues.Our product revenues for the three months ended June 30, 2002 were
$1.1 million, an increase of $863,000, or 407%, from $212,000 for the same
period in 2001. The increase in product revenues was due to the increased
production capacity of our new manufacturing facility in Marlboro,
Massachusetts, and our increased marketing and sales activities. Research
revenues for the three months ended June 30, 2002 were $207,000, a decrease of
$141,000, or 41%, from $348,000 for the same period in 2001. The decline in
research revenues reflects reduced revenues received under our research
contracts, as we were working on only one contract in the first half of 2002 as
compared to two contracts for the same period in 2001.

Cost of product revenues.Our cost of product revenues for the three months
ended June 30, 2002 was $2.8 million, an increase of $883,000, or 47%, from
$1.9 million for the same period in 2001. This increase was associated with
increased production at our Marlboro facility. Approximately 38% of the
increase was due to higher depreciation expense resulting from equipment placed
in service at our Marlboro manufacturing facility, 10% of the increase was due
to increases in salary expense resulting from additional personnel, and 50% of
the increase was caused by increases in materials purchased due to increased
production.

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Research and development expenses, including cost of research revenues.Our
research and development expenses, including cost of research revenues, for the
three months ended June 30, 2002 were $958,000, an increase of $92,000, or 11%,
from $866,000 for the same period in 2001. The increase was principally caused
by increased spending on non-contract related research and development
projects, somewhat offset by fewer costs incurred for our research contracts,
as we were performing work on only one contract in the first half of 2002 as
compared to two contracts for the same period in 2001.

Selling, general and administrative expenses.Our selling, general and
administrative expenses for the three months ended June 30, 2002 were $1.2
million, an increase of $127,000, or 12%, from $1.0 million for the same period
in 2001. Approximately 25% of the increase was due to increased employee
related expenses resulting from additional personnel and increases in employee
benefit costs and salary increases, 10% of the increase was due to increased
insurance premiums, 35% of the increase was due to increased spending on
advertising and other marketing programs, and the remainder of the increase was
due to increased spending on information technology.

Stock-based compensation expense.Through December 31, 2000, we recorded total
cumulative deferred compensation of approximately $1.3 million representing the
difference between the estimated fair market value of our common stock and the
exercise price on the option grant date. These amounts were presented as a
reduction of stockholders equity and are being amortized ratably over the
vesting period of the options, which is generally four years. The amortization
resulted in charges to operations of $75,000 for the three months ended June
30, 2001 and $72,000 for the three months ended June 30, 2002. We expect to
recognize total stock-based compensation expense for past grants of
approximately $290,000 for each of the years ending December 31, 2002 and 2003,
and $72,000 for the year ending December 31, 2004.

Our stock-based compensation expense for the three months ended June 30, 2002
was $72,000, a decrease of $3,000, or 4%, from the same period in 2001. The
expense in the three months ended June 30, 2002 and 2001 was due to
amortization relating to options granted in 1999 and 2000.

Net interest income.Our interest income for the three months ended June 30,
2002 was $210,000, a decrease of $269,000, or 56%, from $479,000 for the same
period in 2001. The decrease in interest income was due to declining cash and
investment balances resulting from capital equipment purchases and funding
operations.

Other comprehensive loss.Our other
comprehensive loss for the three months ended June 30, 2002 was $62,000, an increase in loss of $33,000 from the same
period in 2001. For the three months ended June 30, 2002, our other
comprehensive loss included unrealized gains and losses on marketable
securities.

COMPARISON OF SIX MONTHS ENDED JUNE 30, 2002 AND 2001

Revenues.Our product revenues for the six months ended June 30, 2002 were
$2.0 million, an increase of $1.6 million, or 455%, from $358,000 for the same
period in 2001. The increase in product revenues was due to the increased
production capacity of our new manufacturing facility in Marlboro,
Massachusetts, and our increased marketing and sales activities. Research
revenues for the six months ended June 30, 2002 were $443,000, a decrease of
$236,000, or 35%, from $679,000 for the same period in 2001. The decline in
research revenues reflects reduced revenues received under our research
contracts, as we were working on only one contract in the first half of 2002 as
compared to two contracts for the same period in 2001.

Cost of product revenues.Our cost of product revenues for the six months
ended June 30, 2002 was $5.7 million, an increase of $2.3 million, or 70%, from
$3.3 million for the same period in 2001. This increase was associated with
increased production at our Marlboro facility. Approximately 33% of the
increase was due to higher depreciation expense resulting from equipment placed
in service at our Marlboro manufacturing facility, 15% of the increase was due
to increases in salary expense resulting from additional personnel, 33% of the
increase was caused by increases in materials purchased due to increased
production, and the remainder of the increase was due to increases in other
operating costs associated with increased manufacturing operations.

Research and development expenses, including cost of research revenues.Our
research and development expenses, including cost of research revenues, for the
six months ended June 30, 2002 were $1.8 million, an increase of $33,000, or
2%, from $1.7 million for the same period in 2001. The increase was
principally

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caused by increased spending on non-contract related research and
development projects, somewhat offset by fewer costs incurred for our research
contracts, as we were performing work on only one contract in the first half of
2002 as compared to two contracts for the same period in 2001.

Selling, general and administrative expenses.Our selling, general and
administrative expenses for the six months ended June 30, 2002 were $2.2
million, an increase of $53,000, or 3%, from $2.1 million for the same period
in 2001. Approximately 18% of the increase was due to increased employee
related expenses resulting from additional personnel, increases in employee
benefit costs and salary increases, 12% of the increase was due to increased
insurance premiums, 42% of the increase was due to increased spending on
advertising and other marketing programs, and the remainder of the increase was
due primarily to increased spending on information technology.

Stock-based compensation expense.Through December 31, 2000, we recorded total
cumulative deferred compensation of approximately $1.3 million representing the
difference between the estimated fair market value of our common stock and the
exercise price on the option grant date. These amounts were presented as a
reduction of stockholders equity and are being amortized ratably over the
vesting period of the options, which is generally four years. The amortization
resulted in charges to operations of $149,000 for the six months ended June 30,
2001 and $143,000 for the six months ended June 30, 2002. We expect to
recognize total stock-based compensation expense for past grants of
approximately $290,000 for each of the years ending December 31, 2002 and 2003,
and $72,000 for the year ending December 31, 2004.

Our stock-based compensation expense for the six months ended June 30, 2002 was
$143,000, a decrease of $6,000, or 4%, from the same period in 2001. The
expense for the six months ended June 30, 2002 and 2001 was due to amortization
relating to options granted in 1999 and 2000.

Net interest income.Our interest income for the six months ended June 30,
2002 was $452,000, a decrease of $666,000, or 60%, from $1.1 million for the
same period in 2001. The decrease in interest income was due to declining cash
and investment balances resulting from capital equipment purchases and funding
operations.

Other comprehensive income.Our other comprehensive income for the six months
ended June 30, 2002 was $93,000, representing no change from the same period in
2001. For the six months ended June 30, 2002, our other comprehensive income
included unrealized gains and losses on marketable securities.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed our operations and met our capital expenditures
requirements primarily through sales of our capital stock and, to a lesser
extent, research revenues. At June 30, 2002, we had working capital of $20.1
million, including cash, cash equivalents and short-term investments of $18.0
million.

Net cash used in operating activities was $7.3 million for the six months ended
June 30, 2002, as compared to $5.3 million for the six months ended June 30,
2001. The increase in net cash used in operating activities was primarily due
to increases in our net loss and working capital assets associated with our
inventory build up and increase in receivables due to higher sales. For the
second quarter in 2002, Days Sales Outstanding (DSO) was approximately 92 days,
versus approximately 60 days for the first quarter in 2002. The increase in
DSO is attributed to extended credit terms given to customers. We believe these
terms reflect industry practice, particularly in Europe and Asia.

Net cash provided by investing activities was $5.5 million for the six months
ended June 30, 2002, as compared to net cashed used of $5.9 million for the six
months ended June 30, 2001. Net cash was provided by selling short-term
investments as required to fund operations and purchases of equipment since
relocating to our Marlboro manufacturing facility. Net cash used in investing
activities primarily represents capital expenditures, and also includes
purchases, sales and maturities of high quality corporate paper, corporate
bonds and United States government-backed obligations with contractual
maturities typically less than one year.

Capital expenditures were $665,000 for the six months ended June 30, 2002, as
compared to $7.5 million for the six months ended June 30, 2001. Capital
expenditures for the six months ended June 30, 2002 were

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primarily for equipment needed for our manufacturing facility. As of June 30, 2002, our
outstanding commitments for capital expenditures were approximately $500,000.
Nearly all of our commitments for capital expenditures are associated with
infrastructure improvements and equipment purchases for our manufacturing
facility. We will fund our current capital commitments with the proceeds from
our initial public offering, which closed in November 2000. In addition to the
$665,000 of capital expenditures in the first half of 2002, we expect
substantial further capital expenditures will be required to achieve the
expected 8-megawatt capacity at our manufacturing facility.

Net cash provided by financing activities was $7,000 for the six months ended
June 30, 2002, as compared to $805,000 for the six months ended June 30, 2001.
The cash provided by financing activities represents proceeds from common stock
shares issued under our Employee Stock Purchase Plan, and proceeds from the
exercise of options and warrants to purchase common stock.

We believe our current cash, cash equivalents and short-term investments, will
be sufficient to fund our current capital commitments and projected operating
expenditures for approximately the next 12 months under current operations. The
first of the Marlboro facilitys two manufacturing lines became operational in
2001. We recently began engineering and authorized capital expenditures for
the equipment for the second manufacturing line, which we expect to become
operational during 2003. We have also entered into agreements to purchase
some of the longer-lead time equipment that will be used in our second
manufacturing line. We anticipate that we will need to raise additional
financing within the next 12 months to fund this expansion in order to achieve
the expected 8-megawatt capacity and to fund further operating losses. In
addition, we may need additional financing to execute our business plan sooner
if we need to respond to business contingencies such as the need to enhance our
operating infrastructure, respond to competitive pressures and acquire
complementary businesses or necessary technologies. We do not know whether we
will be able to raise additional financing or financing on terms favorable to
us. If adequate funds are not available or are not available on acceptable
terms, our ability to fund our operations, develop and expand our manufacturing
operations and distribution network, or otherwise respond to competitive
pressures would be significantly limited.

We currently do not have any special purpose entities or off-balance sheet
financing arrangements. As of June 30, 2002, our cash commitments, as
disclosed in Note 10 to our consolidated financial statements included in our
Annual Report on Form 10-K for the year ended December 31, 2001, have not
significantly changed.

RECENT ACCOUNTING PRONOUNCEMENTS

In October 2001, the FASB issued SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. The objectives of SFAS 144 are to address
significant issues relating to the implementation of SFAS 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of, and to develop a single accounting model, based on the framework
established in SFAS 121, for long-lived assets to be disposed of by sale,
whether previously held and used or newly acquired. SFAS 144 is effective for
financial statements issued for fiscal years beginning after December 15, 2001
and, generally, its provisions are to be applied prospectively. To date, SFAS
144 has had no impact on our financial position or results of operations.

CERTAIN FACTORS WHICH MAY AFFECT FUTURE RESULTS

We caution readers that statements in this Quarterly Report on Form 10-Q that
are not strictly historical statements, including, but not limited to:
statements reflecting managements expectations regarding the timing, cost, and
success of the Companys manufacturing scale-up at its new facility in
Marlboro, Massachusetts and future manufacturing expansion and production, as
well as related financing requirements; future financial performance; the
Companys technology and product development, cost and performance; the
Companys current and future strategic relationships and future market
opportunities; and the Companys other business and technology strategies and
objectives, constitute forward-looking statements which are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These statements may be identified with such words as we expect, we
believe, we anticipate or similar indications of future expectations. These
statements are neither promises nor

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guarantees and involve risks and
uncertainties which could cause our actual results to differ materially from
such forward-looking statements. Such risks and uncertainties may include,
among other things, those risks and uncertainties described below and in our
other filings with the Securities and Exchange Commission, copies of which may
be accessed through the SECs Web Site at http://www.sec.gov. We caution
readers not to place undue reliance on any forward-looking statements contained
in this Quarterly Report, which speak only as of the date of this Quarterly
Report. We disclaim any obligation to publicly update or revise any such
statements to reflect any change in our expectations, or events, conditions, or
circumstances on which any such statements may be based, or that may affect the
likelihood that actual results will differ from those set forth in such
forward-looking statements.

RISKS RELATING TO OUR FINANCIAL RESULTS

You may have difficulty evaluating our business and prospects due to our
limited operating history.

We are at an early stage of development and there is limited historical
information available upon which you can base your evaluation of our business
and prospects. We were formed in 1994 to research and develop crystalline
silicon technology for use in manufacturing solar power products. Although we
began shipping product from our pilot manufacturing facility in 1997, the
primary objective of our pilot production line was the technical development
and further refinement of our String Ribbon technology and related
manufacturing processes. We shipped our first commercial products from our new
Marlboro manufacturing facility in June 2001, andhave recognized limited
revenues since our inception.

In addition, our earlier stage of development means that we have less insight
into how market and technology trends may affect our business. The revenue and
income potential of our business is unproven and the market we are addressing
is rapidly evolving. You should consider our business and prospects in light of
the risks, expenses and challenges that we will face as an early-stage company
seeking to develop and manufacture new products in a growing and rapidly
evolving market.

We have a history of losses, expect to incur substantial further losses and may
not achieve or maintain profitability in the future, which may decrease the
market value of our stock.

Since our inception, we have incurred significant net losses, including net
losses of $6.9 million for the six- month period ended June 30, 2002. As a
result of ongoing operating losses, we had a cumulative net loss of $35.1
million as of June 30, 2002. We expect to incur substantial losses for the
foreseeable future, and may never become profitable. Even if we do achieve
profitability, we may be unable to sustain or increase our profitability in the
future, which could materially decrease the market value of our common stock.
We expect to continue to incur significant capital expenditures and anticipate
that our expenses will increase substantially in the foreseeable future as we
seek to:



| |  |  | Expand our manufacturing operations;                                             
| | - |  | ---------------------------------------------------------------------------------
|
| |  |  | Develop our distribution network;                                                
|
| |  |  | Continue to research and develop our products and manufacturing technologies;    
|
| |  |  | Implement internal systems and infrastructure in conjunction with our growth; and
|
| |  |  | Hire additional personnel.                                                       

We do not know whether our revenues will grow at all or grow rapidly enough to
absorb these expenses, and our limited operating history makes it difficult to
assess the extent of these expenses or their impact on our operating results.

Our stock price could fall substantially if our quarterly revenue or operating
results fluctuate or are disappointing. Furthermore, our stock price may be
heavily influenced by factors in the broader stock market or by financial
results of competitors and comparable companies in the energy technology
sector.

Our quarterly revenue and operating results have fluctuated significantly in
the past and may fluctuate significantly from quarter to quarter in the future
due to a variety of factors, many of which are discussed elsewhere in this
section.

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We anticipate that our operating expenses will continue to increase
significantly. If sales in any quarter do not increase correspondingly, our net
losses for that period will increase. For these reasons, quarter-to-quarter
comparisons of our results of operations are not necessarily meaningful and you
should not rely on results of operations in any particular quarter as an
indication of future performance. If our quarterly revenue or results of
operations fall below the expectations of investors or public market analysts
in any quarter, the market value of our common stock would likely decrease, and
may decrease rapidly and substantially.

RISKS RELATING TO OUR INDUSTRY, PRODUCTS AND OPERATIONS

If solar power technology is not suitable for widespread adoption or sufficient
demand for solar power products does not develop or takes longer to develop
than we anticipate, our sales would not significantly increase and we would be
unable to achieve or sustain profitability.

The market for solar power products is emerging and rapidly evolving, and its
future success is uncertain. If solar power technology proves unsuitable for
widespread commercial deployment or if demand for solar power products fails to
develop sufficiently, we would be unable to generate enough revenues to achieve
and sustain profitability. In addition, demand for solar power products in the
markets and geographic regions we target may not develop or may develop more
slowly than we anticipate. Many factors will influence the widespread adoption
of solar power technology and demand for solar power products, including:



| |  |  | Cost-effectiveness of solar power technologies as compared with
conventional and non-solar alternative energy technologies;                                                                                    
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Performance and reliability of solar power products as compared with
conventional and non-solar alternative energy products;                                                                                   
|
| |  |  | Success of alternative distributed generation technologies such as
fuel cells, wind power and micro turbines;                                                                                                  
|
| |  |  | Fluctuations in economic and market conditions which impact the
viability of conventional and non-solar alternative energy sources, such
as increases or decreases in the prices of oil and other fossil fuels;
|
| |  |  | Continued deregulation of the electric power industry and broader energy industry; and                                                                                                                         
|
| |  |  | Availability of government subsidies and incentives.                                                                                                                                                           

We may fail to successfully develop our next generation solar power products
under development, which would prevent us from achieving increased sales and
market share.

Although we have been selling our solar power products since 1997, we expect to
derive a substantial portion of our revenues from sales of our next generation
solar power products which are under development and not yet commercially
available. Many of these next generation products are derived from our
innovative cell fabrication and advanced panel design technologies, which are
under development. If we fail to successfully develop our next generation solar
power products or technologies, we will likely be unable to recover the losses
we will have incurred to develop these products and technologies and may be
unable to increase our sales and market share and to become profitable. Much of
our next generation product and manufacturing technologies are novel and
represent a departure from conventional solar power technologies, and it is
difficult to predict whether we will be successful in completing their
development.In most cases, only limited pre-production prototypes of our next
generation products have been field-tested.

Our solar power products may not gain market acceptance, which would prevent us
from achieving increased sales and market share.

The development of a successful market for our solar power products may be
adversely affected by a number of factors, many of which are beyond our
control, including:



| |  |  | Our failure to produce solar power products that compete favorably
against other solar power products on the basis of cost, quality or
performance;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

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| |  |  | Our failure to produce solar power products that compete favorably
against conventional energy sources and alternative distributed
generation technologies, such as fuel cells, on the basis of cost,
quality or performance;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Whether customers accept the thin polymer-frame design of our next
generation solar panels and the new techniques we are developing to
mount them; and                                                                       
|
| |  |  | Our failure to develop and maintain successful relationships with
distributors, systems integrators and other resellers, as well as
strategic partners such as Kawasaki Heavy Industries.                                    

If our solar power products fail to gain market acceptance, we would be unable
to increase our sales and market share and to achieve and sustain
profitability.

Technological changes in the solar power industry could render our solar power
products obsolete, which could reduce our market share and cause our sales to
decline.

Our failure to further refine our technology and develop and introduce new
solar power products could cause our products to become obsolete, which could
reduce our market share and cause our sales to decline. The solar power
industry is rapidly evolving and competitive. We will need to invest
significant financial resources in research and development to keep pace with
technological advances in the solar power industry and to effectively compete
in the future. We believe there is a variety of competing solar power
technologies under development by other companies that could result in lower
manufacturing costs than those expected for our solar power products. Our
development efforts may be rendered obsolete by the technological advances of
others, and other technologies may prove more advantageous for the
commercialization of solar power products.

The build-out of our new manufacturing facility may take longer and cost more
than we expect, which would likely result in lower revenues and earning than
anticipated.

If we fail to successfully complete the build-out of our Marlboro manufacturing
facility, our business and results of operations would likely be materially
impaired. The first of the Marlboro facilitys two manufacturing lines became
operational in 2001. We recently began engineering and authorized capital
expenditures for longer lead-time equipment for the second manufacturing line,
which we expect to become operational during 2003. Completing the build-out of
this facility to capacity will require a significant investment of capital and
substantial engineering expenditures, and is subject to significant risks,
including risks of cost overruns, lack of available financing, delays,
equipment problems and other start-up and operating difficulties. Our
manufacturing processes also use custom-built equipment that may not be
delivered and installed in our new facility in a timely manner. In addition,
this equipment may take longer and cost more to debug than planned and may
never operate as designed. If we experience any of these or similar
difficulties, we may be unable to complete the build-out of the facility, our
manufacturing capacity could be substantially constrained and our revenues and
earnings would likely be materially impaired.

We may not be able to manufacture our solar power products in sufficient
quantities or at acceptable costs to meet customer demand.

Until recently, we have focused primarily on research and development of our
solar power products and have limited experience manufacturing large volumes of
our solar power products on a commercial basis. Furthermore, we may not be able
to achieve our manufacturing cost targets, which could prevent us from ever
becoming profitable. If we cannot achieve our targeted production volumes or
capacity or if we experience capacity constraints, quality control problems or
other disruptions, we may not be able to manufacture our products in large
volumes or at acceptable costs and may be unable to satisfy the demand of our
customers, which would reduce our market share and revenues and may harm our
reputation. The expansion of our manufacturing operations to achieve targeted
production volumes will require the successful deployment of advanced equipment
and technology utilizing manufacturing processes and components that we are
currently developing.

The success of our business and our future prospects may depend upon our
distribution and marketing relationship with Kawasaki Heavy Industries.

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In December 1999, we entered into a five-year distribution and marketing
agreement with Kawasaki, under which we appointed Kawasaki our exclusive
distributor in Japan through December 2001. Our arrangement with Kawasaki for
Kawasaki to act as our exclusive distributor in Japan expired in December 2001.
During the first half of 2002, sales to Kawasaki accounted for approximately
8% of our product revenues, and 0% of product revenues for the same period in
2001. We expect that a significant portion of our future product revenues may
continue to be derived from sales to Kawasaki. If our relationship with
Kawasaki is not successful, our sales may not increase or may decrease and our
reputation may be harmed. Any change in our relationship with Kawasaki,
including the December 2001 expiration of our exclusive distribution
arrangement with Kawasaki in Japan or any decision by Kawasaki to reduce its
commitment to our solar power technologies or to focus on a different energy
technology, could harm our business by reducing our potential revenues and
diminishing our market share.

Our ability to increase market share and sales depends on our ability to
successfully maintain our existing distribution relationships and expand our
distribution channels.

We currently sell our solar power products primarily to distributors, system
integrators and other value-added resellers within and outside of North
America, which typically resell our products to end users on a global basis.
For the six month period ended June 30, 2002, we sold our solar power products
to approximately 15 distributors, system integrators and other value-added
resellers. If we are unable to successfully maintain our existing distribution
relationships and expand our distribution channels, our revenues and future
prospects will be materially harmed. As we seek to grow our sales by entering
new markets in which we have little experience selling our solar power
products, our ability to increase market share and sales will depend
substantially on our ability to expand our distribution channels by
identifying, developing and maintaining relationships with resellers both
within and outside of North America. We may be unable to enter into
relationships with resellers in the markets we target or on terms and
conditions favorable to us, which could prevent us from entering these markets
or entering these markets in accordance with our plans. Our ability to enter
into and maintain relationships with resellers will be influenced by the
relationships between these resellers and our competitors, market acceptance of
our solar power products and our low brand recognition as a new entrant.

We face risks associated with the marketing, distribution and sale of our solar
power products internationally, and if we are unable to effectively manage
these risks, it could impair our ability to grow our business abroad.

From our inception through June 30, 2002, approximately 45% of our product
sales have been made to resellers outside North America. We expect that our
sales both to resellers and distributors outside of North America and through
our resellers and distributors to end users outside of North America will
increase in the future. We will require significant management attention and
financial resources to successfully develop our international sales channels.
In addition, the marketing, distribution and sale of our solar power products
internationally exposes us to a number of risks that we have not yet
encountered due to the limited number of products we have sold internationally.
If we are unable to effectively manage these risks, it could impair our ability
to grow our business abroad. These risks include:



| |  |  | Difficult and expensive compliance with the commercial and legal
requirements of international markets, with which we have only limited
experience;                                                                                   
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Inability to obtain intellectual property protection;                                                                                                                                                                                 
|
| |  |  | Encountering trade barriers such as export requirements, tariffs,
taxes and other restrictions and expenses, which could affect the
competitive pricing of our solar power products and reduce our market
share in some countries; and
|
| |  |  | Difficulty of enforcing revenue collection internationally.                                                                                                                                                                           

We expect that our international sales will be generally denominated in United
States dollars. As a result, increases in the value of the United States dollar
relative to foreign currencies would cause our products to become less
competitive in international markets and could result in limited, if any, sales
and profitability. To the extent that we denominate sales in foreign
currencies, we will be exposed to increased risks of currency fluctuations.

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Our strategy includes establishing local manufacturing facilities in
international markets, although we have not yet done so. As we implement our
strategy, we may encounter legal and commercial restrictions and incur taxes
and other expenses to establish our manufacturing facilities in certain
countries. In addition, we may potentially forfeit, voluntarily or
involuntarily, foreign assets due to economic or political instability in the
countries where our local manufacturing facilities are located.

Our dependence on a small number of resellers may cause significant
fluctuations or declines in our product revenues.

From our inception through June 30, 2002, our three largest resellers accounted
for approximately 64% of our product sales and our 10 largest resellers
accounted for approximately 91% of our product sales. We anticipate that sales
of our solar power products to a limited number of key resellers will continue
to account for a significant portion of our total product revenues for the
foreseeable future. Consequently, any one of the following events may cause
significant fluctuations or declines in our product revenues:



| |  |  | Reduction, delay or cancellation of orders from one or more of our significant resellers;                           
| | - |  | --------------------------------------------------------------------------------------------------------------------
|
| |  |  | Selection by one or more of our significant resellers of products competitive with ours;                            
|
| |  |  | Loss of one or more of our significant resellers and our failure to recruit additional or replacement resellers; and
|
| |  |  | Failure of any of our significant resellers to make timely payment of our invoices.                                 

Our dependence on a limited number of third party suppliers for raw materials,
key components for our solar power products and custom-built equipment for our
operations could prevent us from delivering our products to our customers
within required timeframes and we may experience order cancellation and loss of
market share.

We manufacture all of our solar power products using materials and components
procured from a limited number of third-party suppliers. If we fail to develop
or maintain our relationships with these or our other suppliers, we may be
unable to manufacture our products or our products may be available only at a
higher cost or after a long delay, which could prevent us from delivering our
products to our customers within required timeframes and we may experience
order cancellation and loss of market share. We currently do not have contracts
with most of our suppliers and may not be able to procure sufficient quantities
of the materials and components necessary to manufacture our products on
acceptable commercial terms or at all. To the extent the processes that our
suppliers use to manufacture materials and components are proprietary, we may
be unable to obtain comparable materials and components from alternative
suppliers. The failure of a supplier to supply materials and components in a
timely manner, or to supply materials and components that meet our quality,
quantity and cost requirements could impair our ability to manufacture our
products and/or increase their costs, particularly if we are unable to obtain
substitute sources of these materials and components on a timely basis or on
terms acceptable to us. In addition, our manufacturing processes utilize
custom-built equipment that is currently produced by a limited number of
suppliers. A suppliers failure to supply this equipment in a timely manner,
with adequate quality and on terms acceptable to us could delay our capacity
expansion to our new manufacturing facility and otherwise, disrupt our
production schedule or increase our costs of production.

Our use of forecasts to manage our inventory could result in insufficient
quantities to meet reseller demand or excess inventory.

We generally do not obtain purchase orders prior to the production of our solar
power products. Instead, we rely on forecasts to determine the timing of our
production schedules and the volume of product to be manufactured. The level
and timing of orders placed by our resellers may vary for many reasons. As a
result, at any particular time, we may not have enough inventory to meet demand
or we may have excess inventory, each of which could negatively impact our
operating results. In addition, as we manufacture more solar power products
without related purchase orders, we increase our risk of loss of revenues due
to the obsolescence of products held in inventory for which we have already
incurred production costs.

The success of our business depends on the continuing contributions of our key
personnel and our ability to attract and retain new qualified employees in a
competitive labor market.

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We have attracted a highly skilled management team and specialized workforce,
including scientists, engineers, researchers, and manufacturing and marketing
professionals. If we were to lose the services of Mark A. Farber, our Chief
Executive Officer, President and a director, or any of our other executive
officers and key employees, our business could be materially and adversely
impacted. We had 133 employees as of June 30, 2002, and anticipate that we will
need to hire a significant number of new highly-skilled technical,
manufacturing, sales and marketing, and administrative personnel if we are to
successfully develop and market our products, develop our distribution network,
and operate our expanded manufacturing facility. In addition, the growing
demands of our business have created the need for additions to our management
team. Competition for personnel is intense, and qualified technical personnel
are likely to remain a limited resource for the foreseeable future. Locating
candidates with the appropriate qualifications, particularly in the desired
geographic location, can be costly and difficult. We may not be able to hire
the necessary personnel to implement our business strategy, or we may need to
provide higher compensation or training to our personnel than we currently
anticipate. Moreover, any officer or employee can terminate his or her
relationship with us at any time.

Our management team may not be able to successfully implement our business
strategies because it has limited experience managing a rapidly growing company
and key management positions have not been filled.

The existing members of our management team have had only limited experience
managing a rapidly growing company on either a public or private basis. We are
undergoing rapid growth in the scope of our operations and the number of our
employees, which is likely to place a significant strain on our senior
management team and other resources. In addition, we may encounter difficulties
in effectively managing the budgeting, forecasting and other process control
issues presented by our rapid growth. If our management team is unable to
manage the rapid growth of our business operations, then our product
development, the expansion of our manufacturing operations and distribution
network, and our sales and marketing activities would be materially and
adversely affected.

We are likely to require additional financing and may not be able to raise
additional financing or financing on favorable terms.

We believe our current cash, cash equivalents and short-term investments, will
be sufficient to fund our current capital commitments and projected operating
expenditures for approximately the next 12 months under current operations. The
first of the Marlboro facilitys two manufacturing lines became operational in
2001. We recently began engineering and authorized capital expenditures for
longer lead-time equipment for the second manufacturing line, which we expect
to become operational during 2003. We anticipate that we will need to raise
additional financing within the next 12 months to fund this expansion in order
to achieve the full 8-megawatt capacity and to fund further operating losses.
In addition, we may need additional financing to execute our business plan
sooner if we need to respond to business contingencies such as, the need to
enhance our operating infrastructure, respond to competitive pressures and
acquire complementary businesses or necessary technologies. We do not know
whether we will be able to raise additional financing or financing on terms
favorable to us. If adequate funds are not available or are not available on
acceptable terms, our ability to fund our operations, develop and expand our
manufacturing operations and distribution network, or otherwise respond to
competitive pressures would be significantly limited. In addition, if we raise
additional funds through the issuance of equity or convertible debt securities,
the percentage ownership of our existing stockholders will be reduced. These
newly issued securities may have rights, preferences and privileges senior to
those of existing stockholders.

We face intense competition from other companies producing solar power and
other energy generation products. If we fail to compete effectively, we may be
unable to increase our market share and sales.

The solar power market is intensely competitive and rapidly evolving. Our
competitors have established a market position more prominent than ours, and if
we fail to attract and retain customers and establish a successful distribution
network for our solar power products, we may be unable to increase our sales
and market share. A number of the largest companies in the world, including BP
Solar, which is a division of BP, Kyocera Corporation, Sharp Corporation,
Shell Solar, a division of Royal Dutch/Shell Group of Companies, as well as a
number of other large and small companies, including AstroPower, Inc., have
developed or are developing solar power products that compete with ours. Other
existing and potential competitors in the solar power market include
universities and research institutions. We also expect that future competition
will include new entrants to the solar power market offering new technological

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solutions. Further, many of our competitors are developing and are currently
producing products based on new solar power technologies, including other
crystalline silicon ribbon and sheet technologies, that they believe will
ultimately have costs similar to or lower than our projected costs.

Most of our competitors are substantially larger than we are, have longer
operating histories and have substantially greater financial, technical,
manufacturing and other resources than we do. Many also have greater name
recognition, a more established distribution network and a larger installed
base of customers. In addition, many of our competitors have well-established
relationships with our current and potential customers and have extensive
knowledge of our target markets. As a result, our competitors may be able to
devote greater resources to the research, development, promotion and sale of
their products and respond more quickly to evolving industry standards and
changing customer requirements than we can.

If we are unable to protect our intellectual property adequately, we could lose
our competitive advantage in the solar power market.

Our ability to compete effectively against competing solar power technologies
will depend, in part, on our ability to protect our current and future
proprietary technology, product designs and manufacturing processes through a
combination of patent, copyright, trademark, trade secret and unfair
competition laws. We may not be able to adequately protect our intellectual
property and may need to defend our intellectual property against infringement
claims, either of which could result in the loss of our competitive advantage
in the solar power market and materially harm our business and profitability.
We face the following risks in protecting our intellectual property:



| |  |  | We cannot be certain that our pending United States and foreign
patent applications will result in issued patents or that the claims
allowed are or will be sufficiently broad to protect our technology or
processes;                                                                                                                                                        
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Our license, but not our right, to practice the String Ribbon
technology terminates upon expiration of the underlying patents which
begin to expire in 2003 and our historical operating experience with
String Ribbon and our related patented and proprietary manufacturing
processes may not adequately protect our competitive advantage after
these patents have expired;
|
| |  |  | Third parties may design around our patented technologies or seek to
challenge or invalidate our patented technologies;                                                                                                                                                                                                                                                       
|
| |  |  | We may incur significant costs and diversion of management resources
in prosecuting or defending patent infringement suits;                                                                                                                                                                                                                                                   
|
| |  |  | We may not be successful in prosecuting or defending patent
infringement suits and, as a result, may need to seek to obtain a
license of the third partys intellectual property rights; however, a
license may not be available to us or may not be available to us on
commercially reasonable terms; and                                                                    
|
| |  |  | The contractual provisions we rely on to protect our trade secrets
and proprietary information, such as our confidentiality and
non-disclosure agreements with our employees, consultants and other
third parties, may be breached and our trade secrets and proprietary
information disclosed to the public.                                                                 

Existing regulations and changes resulting from electric utility deregulation
may present technical, regulatory and economic barriers to the purchase and use
of solar power products, which may significantly reduce demand for our
products.

The market for electricity generation products is heavily influenced by
federal, state and local government regulations and policies concerning the
electric utility industry, as well as internal policies and regulations
promulgated by electric utilities. These regulations and policies often relate
to electricity pricing and technical interconnection of customer-owned
electricity generation. In the United States and in a number of other
countries, these regulations and policies are being modified and may continue
to be modified. Customer purchases of, or further investment in the research
and development of, alternative energy sources, including solar power
technology, could be deterred by these regulations and policies, which could
result in a significant reduction in the potential demand for our solar power
products.

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We anticipate that our solar power products and their installation will be
subject to oversight and regulation in accordance with national and local
ordinances relating to building codes, safety, environmental protection,
utility interconnection and metering and related matters. Any new government
regulations or utility policies pertaining to our solar power products may
result in significant additional expenses to us, our resellers and their
customers and, as a result, could cause a significant reduction in demand for
our solar power products.

The reduction or elimination of government subsidies and economic incentives
for on-grid applications could cause our sales to decline.

We believe that the growth of some of our target markets, including the market
for on-grid applications, depends in part on the availability and size of
government subsidies and economic incentives. Accordingly, the reduction or
elimination of government subsidies and economic incentives may adversely
affect the growth of these markets, which could cause our sales to decline.
Today, the cost of solar power substantially exceeds the cost of power
furnished by the electric utility grid. As a result, federal, state and local
governmental bodies in many countries, most notably the United States, Japan
and Germany, have provided subsidies in the form of cost reductions, tax
write-offs and other incentives to end users, distributors, systems integrators
and manufacturers of solar power products to promote the use of solar energy in
on-grid applications and to reduce dependency on other forms of energy. These
government subsidies and economic incentives could be reduced or eliminated
altogether.

The lack or inaccessibility of financing for off-grid solar power applications
could cause our sales to decline.

One of our key markets is off-grid solar power applications to developed and
developing countries. In some developing countries, government agencies and the
private sector have provided from time to time subsidies or financing on
preferred terms for rural electrification programs. We believe that the
availability of financing could have a significant effect on the level of sales
of off-grid solar power applications, particularly in developing countries
where users may not have sufficient resources or credit to otherwise acquire
solar power systems. If existing financing programs for off-grid solar power
applications are eliminated or if financing is inaccessible, the growth of the
market for off-grid applications may be adversely affected, which could cause
our sales to decline.

Our reliance on government contracts to partially fund our research and
development programs could impair our ability to commercialize our solar power
technologies and would increase our research and development expenses.

We intend to continue our policy of selectively pursuing contract research,
product development, and market development programs funded by various agencies
of the United States, state and international governments to complement and
enhance our own resources. The percentage of our total revenues derived from
government-related contracts was approximately 18% for the period ended June
30, 2002. We currently have one active research contract with total estimated
revenues of approximately $2.0 million, $1.35 million of which has been
authorized by the sponsoring agency and $1.1 million of which has been recorded
as revenue as of June 30, 2002. The remaining $900,000 of revenue will be
recognized over the remaining life of the contract, which expires on October
31, 2003. These government agencies may not continue their commitment to
programs to which our development projects are applicable. Moreover, we may not
be able to compete successfully to obtain funding through these or other
programs. A reduction or discontinuance of these programs or of our
participation in these programs would increase our research and development
expenses, which could impair our ability to develop our solar power
technologies.

In addition, contracts involving government agencies may be terminated at the
convenience of the agency. Other risks include potential disclosure of our
confidential information to third parties and the exercise of march-in rights
by the government. Our government-sponsored research contracts require that we
provide regular written technical updates on a monthly, quarterly or annual
basis, and, at the conclusion of the research contract, a final report on the
results of our technical research. Because these reports are generally
available to the public, third parties may obtain some aspects of our sensitive
confidential information. March-in rights refer to the right of the United
States government or government agency to require us to grant a license to the
technology to a responsible applicant or, if we refuse, the government may
grant the license itself. The government can exercise its march-in rights if it
determines that action is necessary because we fail to achieve practical
application of the technology, or because action is necessary to alleviate
health or safety needs, or to meet requirements of federal regulations, or to
give United States

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industry preference. Funding from government contracts also
may limit when and how we can deploy our technology developed under those
contracts.

Compliance with environmental regulations can be expensive and inadvertent
noncompliance may result in adverse publicity and potentially significant
monetary damages and fines.

We are required to comply with all federal, state and local regulations
regarding protection of the environment. If more stringent regulations are
adopted in the future, the costs of compliance with these new regulations could
be substantial. We believe that we have all necessary permits to conduct our
business as it is presently conducted. If we fail to comply with present or
future environmental regulations, however, we may be required to pay
substantial fines, suspend production or cease operations. We use, generate and
discharge toxic, volatile and otherwise hazardous chemicals and wastes in our
research and development and manufacturing activities. Any failure by us to
control the use of, or to restrict adequately the discharge of, hazardous
substances could subject us to potentially significant monetary damages and
fines. In addition, under some federal and state statutes and regulations, a
governmental agency may seek recovery and response costs from operators of
property where releases of hazardous substances have occurred or are ongoing,
even if the operator was not responsible for such release or otherwise at
fault.

Product warranty claims could reduce our profitability.

As is consistent with standard practice in our industry, the duration of our
product warranties is lengthy relative to expected product life and has
recently been increasing. We expect that it may be necessary to further
increase our warranty to remain consistent with competitor offerings. Our
current standard product warranty includes a one or two-year warranty period
for defects in material and workmanship and a 20-year warranty period for
declines in power performance. We believe our warranty periods are consistent
with industry practice. Due to the long warranty period, we bear the risk of
extensive warranty claims long after we have shipped product and recognized
revenues.

Product liability claims against us could result in adverse publicity and
potentially significant monetary damages.

Like other retailers, distributors and manufacturers of products that are used
by consumers, we face an inherent risk of exposure to product liability claims
in the event that the use of the solar power products we sell results in
injury. Since our products are electricity producing devices, it is possible
that consumers could be injured or killed by our products, whether by product
malfunctions, defects, improper installation or other causes. In addition,
since sales of our existing products have been modest and the products we are
developing incorporate new technologies and use new installation methods, we
cannot predict whether product liability claims will be brought against us in
the future or the effect of any resulting adverse publicity on our business.
Moreover, we may not have adequate resources in the event of a successful claim
against us. We have evaluated the potential risks we face and believe that we
have appropriate levels of insurance for product liability claims. We rely on
our general liability insurance to cover product liability claims and have not
obtained separate product liability insurance. If our insurance protection is
inadequate, the successful assertion of product liability claims against us
could result in potentially significant monetary damages.

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RISKS ASSOCIATED WITH THE MARKET FOR OUR COMMON STOCK

Our officers and directors control 18.1% of our common stock and may be able to
significantly influence corporate actions.

As of August 1, 2002, our executive officers, directors and entities affiliated
with them controlled approximately 18.1% of our common stock. As a result,
these stockholders, acting together, may be able to significantly influence all
matters requiring approval by our stockholders, including the election of
directors, the approval of charter and by-law amendments, and the approval of
mergers or other business combinations.

The price of our common stock may be volatile.

The stock market has, from time to time, experienced extreme price and trading
volume fluctuations, and the market prices of technology companies such as ours
have been extremely volatile. Our operating performance will significantly
affect the market price of our common stock. To the extent we are unable to
compete effectively and gain market share or the other factors described in
this section affect us, our stock price will likely decline. The market price
of our common stock also may be adversely impacted by broad market and industry
fluctuations regardless of our operating performance, including general
economic and technology trends. In addition, companies that have experienced
volatility in the market price of their stock have been the subject of
securities class action litigation. We may be involved in securities class
action litigation in the future. This litigation often results in substantial
costs and a diversion of managements attention and resources.

The large number of shares eligible for public sale could cause our stock price
to decline.

The market price of our common stock could decline as a result of sales by our
existing stockholders of a large number of shares of our common stock in the
market or the perception that these sales could occur. These sales also might
make it more difficult for us to sell equity securities in the future at a time
and price that we deem appropriate.

We are subject to anti-takeover provisions in our charter and by-laws and under
Delaware law that could delay or prevent an acquisition of our company, even if
the acquisition would be beneficial to our stockholders.

Provisions of our certificate of incorporation, our by-laws and Delaware law
could make it more difficult and expensive for a third party to pursue a tender
offer, change in control transaction or takeover attempt, which is opposed by
our board of directors. Stockholders who wish to participate in these
transactions may not have the opportunity to do so. We also have a staggered
board of directors, which makes it difficult for stockholders to change the
composition of our board of directors in any single year. If a tender offer,
change in control transaction, takeover attempt or change in our board of
directors is prevented or delayed, the market price of our common stock could
decline.




ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

INTEREST RATE RISK

We do not use derivative financial instruments. We generally place our
marketable security investments in high credit quality instruments. We do not
expect any material loss from our marketable security investments and therefore
believe that our potential interest rate exposure is not material.

FOREIGN CURRENCY EXCHANGE RATE RISK

All of our sales are denominated in United States dollars. Accordingly, we have
not been materially exposed to fluctuations in currency exchange rates. As we
expand our manufacturing operations and distribution network internationally,
our exposure to fluctuations in currency exchange rates may increase.

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PART II.     OTHER INFORMATION




ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

On October 31, 2000, the Securities and Exchange Commission declared effective
our registration statement on Form S-1 (file number 333-43140), relating to the
initial public offering of 3,000,000 shares of our common stock, $.01 par value
per share, at a price to the public of $14.00 per share. The offering
commenced on November 2, 2000 and closed on November 7, 2000. The aggregate
offering price to the public of the initial public offering was $42,000,000.
The proceeds to us, net of underwriting discounts and commissions of $2,940,000
and offering expenses of approximately $1,310,000, was approximately $37.7
million. Through June 30, 2002, approximately $19.7 million of the net
offering proceeds was spent, of which approximately $5.4 million was spent on
capital equipment and the remainder on general operations. We have invested
all of the remaining proceeds in investment grade, interest-bearing securities.
Other than salaries paid to our officers in the ordinary course of business,
none of the net proceeds from the offering were used to pay, directly or
indirectly, directors, officers, persons owning ten percent or more of our
equity securities, or any of our affiliates.

Recent Sales of Unregistered Securities

Effective April 30, 2001, a shareholder exercised in full a warrant to purchase
up to 16,904 shares of the Companys Common Stock at an exercise price equal to
$4.33 per share. Pursuant to the warrants cashless exercise feature, the
Company issued to the shareholder 9,728 shares of the Companys Common Stock.
Effective May 3, 2001, a second shareholder exercised in full a warrant to
purchase up to 9,237 shares of the Companys Common Stock at an exercise price
equal to $4.33 per share. Pursuant to the warrants cashless exercise feature,
the Company issued to the second shareholder 5,843 shares of the Companys
Common Stock. Effective May 23, 2001, a third shareholder exercised in full a
warrant to purchase up to 184,757 shares of the Companys Common Stock at an
exercise price equal to $4.33 per share. Effective July 30, 2001, a fourth
shareholder exercised in full a warrant to purchase up to 15,195 shares of the
Companys Common Stock at an exercise price equal to $4.33 per share. Pursuant
to the warrants cashless exercise feature, the Company issued to the fourth
shareholder 8,476 shares of the Companys Common Stock. The Company made the
foregoing issuances in reliance upon an exemption from the registration
provisions of the Securities Act of 1933 set forth in Section 4(2) thereof as a
transaction by an issuer not involving a public offering.




ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Our annual meeting of stockholders was held on June 4, 2002. At the annual
meeting of stockholders, a vote was proposed to elect three directors to Class
II of our Board of Directors, each to serve for a term of three years or until
his or her successor is duly elected and qualified.

|                       |  |                 |           |                      |  |  |         | 
|---------------------- |  | --------------- | --------- | -------------------- |  |  | ------- | 
|NOMINEE                |  | TOTAL VOTES FOR |           | TOTAL VOTES WITHHELD
|                       |  |                 |           |                     
|Dr. William P. Sommers |  |                 | 7,791,020 |                      |  |  | 100,161 | 
|Dr. Brown F. Williams  |  |                 | 7,791,020 |                      |  |  | 100,161 | 
|Mason Willrich         |  |                 | 7,791,020 |                      |  |  | 100,161 | 

The directors elected as Class II directors at the annual meeting of
stockholders are Dr. William P. Sommers, Dr. Brown F. Williams, and Mason
Willrich. The directors whose terms of office as directors continued after the
meeting are Mark A. Farber, Dr. Robert W. Shaw, Jr. and Richard G. Chleboski.

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ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

|       |  |                                                                                                                       
|------ |  | ----------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                           
|       |  |                                                                                                                       
|99.1   |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|99.2   |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)  Reports on Form 8-K:

No reports on Form 8-K were filed during the quarterly period ended June 30,
2002.




SIGNATURES

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

|                     |  |                                                                                                                             
|-------------------- |  | ----------------------------------------------------------------------------------------------------------------------------
|                     |  | EVERGREEN SOLAR, INC.                                                                                                       
|                    
|Date: August 9, 2002 |  | -s-  Richard G. ChleboskiRichard G. Chleboski
Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer)

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