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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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



For the quarterly period ended June 30, 2003



OR



| ̈ |  | 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: 000-31533



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PROTON ENERGY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)



|Delaware                                                       |  | 06-1461988                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



10 Technology Drive,
Wallingford, CT 06492

(Address of registrants principal executive office)



(203) 678-2000

(Registrants telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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    No ̈



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act).    Yes  x    No ̈



The number of shares outstanding of the registrants common stock, par
value $.01 per share, as of August 11, 2003 was 33,938,435.



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PROTON ENERGY SYSTEMS, INC.



INDEX to FORM 10-Q



PART
I.    FINANCIAL INFORMATION



|                                                                                                                                                |  | Page 
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | -----
|                                                                                                                                                | 
|Item 1Financial Statements                                                                                                                     |  |      
|Condensed Consolidated Balance SheetsJune 30, 2003 (unaudited)and December 31, 2002                                                            |  | 1    
|                                                                                                                                                | 
|Condensed Consolidated Statements of OperationsThree-Month and Six-Month Periods ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited) |  | 2    
|                                                                                                                                                | 
|Condensed Consolidated Statements of Cash FlowsSix-Month Periods ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited)                 |  | 3    
|                                                                                                                                                | 
|Notes to (unaudited) Condensed Consolidated Financial Statements                                                                                |  | 4-10 
|                                                                                                                                                | 
|Item 2
Managements Discussion and Analysis of Financial Condition and Results of Operations                                                   |  | 11-25
|                                                                                                                                                | 
|Item 3
Quantitative and Qualitative Disclosures about Market Risk                                                                              |  | 25   
|                                                                                                                                                | 
|Item 4
Controls and Procedures                                                                                                                 |  | 25   
|                                                                                                                                                | 
|PART II.    OTHER INFORMATION                                                                                                                   |  |      
|                                                                                                                                                | 
|Item 1
Legal Proceedings                                                                                                                       |  | 26   
|                                                                                                                                                | 
|Item 2
Changes in Securities and Use of Proceeds                                                                                               |  | 26   
|                                                                                                                                                | 
|Item 3
Defaults upon Senior Securities                                                                                                         |  | 27   
|                                                                                                                                                | 
|Item 4
Submission of Matters to a Vote of Security Holders                                                                                     |  | 27   
|                                                                                                                                                | 
|Item 5
Other Information                                                                                                                       |  | 27   
|                                                                                                                                                | 
|Item 6
Exhibits and Reports on Form 8-K                                                                                                        |  | 27   
|                                                                                                                                                | 
|Signatures                                                                                                                                      |  | 28   
|                                                                                                                                                | 
|Certifications                                                                                                                                  |  | 29-31



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##### Table of Contents

FINANCIAL STATEMENTS



PROTON ENERGY SYSTEMS, INC.



CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                                                                   |  | June 30, 2003 |             |   | December 31, 2002 |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | ----------------- | -
|ASSETS                                                                                                                             |  |               |             |   |                   |  
|Current assets:                                                                                                                    |  |               |             |   |                   |  
|Cash and cash equivalents                                                                                                          |  | $             | 9,045,660   |   |                   | $
|Marketable securities (Note 4)                                                                                                     |  |               | 96,930,373  |   |                   |  
|Accounts receivable                                                                                                                |  |               | 958,552     |   |                   |  
|Inventories and deferred costs (Note 5)                                                                                            |  |               | 6,295,707   |   |                   |  
|Other current assets                                                                                                               |  |               | 2,943,488   |   |                   |  
|                                                                                                                                   |  |               |             |   |                   |  
|Total current assets                                                                                                               |  |               | 116,173,780 |   |                   |  
|                                                                                                                                   |  |               |             |   |                   |  
|Fixed assets, net                                                                                                                  |  |               | 16,987,084  |   |                   |  
|Other assets, net                                                                                                                  |  |               | 1,025,740   |   |                   |  
|                                                                                                                                   |  |               |             |   |                   |  
|Total assets                                                                                                                       |  | $             | 134,186,604 |   |                   | $
|                                                                                                                                   |  |               |             |   |                   |  
|                                                                                                                                   |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                               |  |               |             |   |                   |  
|Current liabilities:                                                                                                               |  |               |             |   |                   |  
|Current portion of long-term debt                                                                                                  |  | $             | 342,900     |   |                   | $
|Accounts payable                                                                                                                   |  |               | 707,588     |   |                   |  
|Accrued expenses                                                                                                                   |  |               | 811,026     |   |                   |  
|Accrued construction costs                                                                                                         |  |               |            |   |                   |  
|Accrued compensation                                                                                                               |  |               | 941,194     |   |                   |  
|Accrued service costs (Note 8)                                                                                                     |  |               | 570,383     |   |                   |  
|Deferred revenue                                                                                                                   |  |               | 3,931,665   |   |                   |  
|Customer advances                                                                                                                  |  |               | 333,074     |   |                   |  
|                                                                                                                                   |  |               |             |   |                   |  
|Total current liabilities                                                                                                          |  |               | 7,637,830   |   |                   |  
|                                                                                                                                   |  |               |             |   |                   |  
|Long term liabilities:                                                                                                             |  |               |             |   |                   |  
|Long-term debt                                                                                                                     |  |               | 6,265,432   |   |                   |  
|                                                                                                                                   |  |               |             |   |                   |  
|Total liabilities                                                                                                                  |  |               | 13,903,262  |   |                   |  
|                                                                                                                                   |  |               |             |   |                   |  
|                                                                                                                                   |  |              
|Commitments and contingencies (Note 8)                                                                                             |  |               |             |   |                   |  
|                                                                                                                                   |  |              
|Stockholders equity:                                                                                                              |  |               |             |   |                   |  
|Preferred stock, undesignated, $.01 par value per share; 5,000,000 shares authorized; no shares issued or
outstanding              |  |               |            |   |                   |  
|Common stock, $.01 par value; 100,000,000 shares authorized; 33,938,435 and 33,451,084 shares issued and outstanding,
respectively |  |               | 339,384     |   |                   |  
|Additional paid-in capital                                                                                                         |  |               | 208,216,614 |   |                   |  
|Unearned compensation                                                                                                              |  |               | (367,057    | ) |                   |  
|Accumulated other comprehensive income                                                                                             |  |               | 424,620     |   |                   |  
|Accumulated deficit                                                                                                                |  |               | (88,330,219 | ) |                   |  
|                                                                                                                                   |  |               |             |   |                   |  
|Total stockholders equity                                                                                                         |  |               | 120,283,342 |   |                   |  
|                                                                                                                                   |  |               |             |   |                   |  
|Total liabilities and stockholders equity                                                                                         |  | $             | 134,186,604 |   |                   | $
|                                                                                                                                   |  |               |             |   |                   |  



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



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##### Table of Contents

PROTON ENERGY SYSTEMS, INC.



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                                                                  |  | Three Months Ended June 30, |            |   | Six Months Ended June 30, |  
|------------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- | - | ------------------------- | -
|                                                                                                  |  | 2003                        |            |   | 2002                      |  
|Contract revenue                                                                                  |  | $                           | 232,181    |   |                           | $
|Product revenue                                                                                   |  |                             | 219,565    |   |                           |  
|                                                                                                  |  |                             |            |   |                           |  
|Total revenues                                                                                    |  |                             | 451,746    |   |                           |  
|Costs and expenses:                                                                               |  |                             |            |   |                           |  
|Costs of contract revenue                                                                         |  |                             | 301,916    |   |                           |  
|Costs of production                                                                               |  |                             | 197,045    |   |                           |  
|Research and development                                                                          |  |                             | 1,501,816  |   |                           |  
|General and administrative                                                                        |  |                             | 2,328,138  |   |                           |  
|                                                                                                  |  |                             |            |   |                           |  
|Total costs and expenses                                                                          |  |                             | 4,328,915  |   |                           |  
|                                                                                                  |  |                             |            |   |                           |  
|Loss from operations                                                                              |  |                             | (3,877,169 | ) |                           |  
|Interest income, net                                                                              |  |                             | 656,942    |   |                           |  
|Gain on sale of marketable securities                                                             |  |                             | 4,915      |   |                           |  
|                                                                                                  |  |                             |            |   |                           |  
|Net loss attributable to common stockholders                                                      |  | $                           | (3,215,312 | ) |                           | $
|                                                                                                  |  |                             |            |   |                           |  
|Basic and diluted net loss per share attributable to common stockholders                          |  | $                           | (0.10      | ) |                           | $
|                                                                                                  |  |                             |            |   |                           |  
|Shares used in computing basic and diluted net loss per share attributable to common stockholders |  |                             | 33,632,575 |   |                           |  
|                                                                                                  |  |                             |            |   |                           |  





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



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PROTON ENERGY SYSTEMS, INC.



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                  |  | Six Months Ended June 30, |             
|----------------------------------------------------------------- |  | ------------------------- | ------------
|                                                                  |  | 2003                      |             
|Cash flows from operating activities:                             |  |                           |             
|Net loss                                                          |  | $                         | (7,865,070  
|                                                                  |  |                          
|Adjustments to reconcile net loss to net cash used in operations: |  |                           |             
|Depreciation and amortization                                     |  |                           | 722,446     
|Amortization of premiums on securities                            |  |                           | 433,178     
|Non-cash stock-based expense                                      |  |                           | 256,399     
|Gain from sale of marketable securities                           |  |                           | (4,915      
|Loss on disposal of assets                                        |  |                           | 21,555      
|                                                                  |  |                          
|Changes in operating assets and liabilities:                      |  |                           |             
|Accounts receivable                                               |  |                           | (83,973     
|Inventories and deferred costs                                    |  |                           | (597,330    
|Other current assets                                              |  |                           | 861,484     
|Other assets                                                      |  |                           | (383,485    
|Accounts payable and accrued expenses                             |  |                           | (1,455,182  
|Deferred revenue and contract advances                            |  |                           | 1,507,646   
|                                                                  |  |                           |             
|Net cash used in operating activities                             |  |                           | (6,587,247  
|                                                                  |  |                           |             
|Cash flows from investing activities:                             |  |                           |             
|Purchases of fixed assets                                         |  |                           | (1,174,949  
|Proceeds from the sale of fixed assets                            |  |                           | 10,558      
|Purchases of marketable securities                                |  |                           | (181,071,700
|Proceeds from maturities and sales of marketable securities       |  |                           | 217,029,709 
|Restricted cash                                                   |  |                           | (1,640,844  
|Proceeds from repayment of related party note                     |  |                           |            
|                                                                  |  |                           |             
|Net cash provided by investing activities                         |  |                           | 33,152,774  
|                                                                  |  |                           |             
|Cash flows from financing activities:                             |  |                           |             
|Borrowings from long term debt                                    |  |                           |            
|Payments of long term debt                                        |  |                           | (167,700    
|Cash distribution                                                 |  |                           | (33,927,297 
|Proceeds from sale of common stock                                |  |                           | 39,715      
|Proceeds from exercise of stock options                           |  |                           | 120,078     
|                                                                  |  |                           |             
|Net cash (used in) provided by financing activities               |  |                           | (33,935,204 
|                                                                  |  |                           |             
|Net (decrease) increase in cash                                   |  |                           | (7,369,677  
|Cash and cash equivalents at beginning of period                  |  |                           | 16,415,337  
|                                                                  |  |                           |             
|Cash and cash equivalents at end of period                        |  | $                         | 9,045,660   
|                                                                  |  |                           |             
|Cash paid during the period for interest                          |  | $                         | 126,362     



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



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PROTON ENERGY SYSTEMS, INC.



NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



1.    NATURE OF OPERATIONS



Description of Business



Proton Energy
Systems, Inc. (the Company) was incorporated in Delaware on August 16, 1996 to design, develop and manufacture proton exchange membrane (PEM) electrochemical products. The Company employs PEM electrochemical products in
hydrogen generation and power generating and storage devices for use in a variety of commercial applications. The Company manufactures products for the domestic and international industrial gas market and operates in a single segment.



Recent Developments



Acquisition of Northern Power Systems: On May 22, 2003, the Company
announced that it had signed an Agreement and Plan of Contribution and Merger with PES New Parent, Inc., a wholly owned subsidiary of the Company (New Parent), PES-1 Merger Sub, Inc., PES-2 Merger Sub, Inc. and Northern Power Systems,
Inc., a Delaware corporation (Northern) pursuant to which Northern is to be acquired and held as a wholly-owned subsidiary of New Parent and the Company will become a wholly-owned subsidiary of New Parent. Under the terms of the merger,
Northern will be acquired for a combination of cash and stock valued at approximately $27.5 million, of which approximately two-thirds will be in cash and the balance in New Parents common stock. Northern security holders will also receive
warrants to purchase approximately 2.5 million shares of New Parents common stock. The merger is subject to customary closing conditions and regulatory approvals, as well as the approval of the stockholders of the Company and Northern.



On May 22, 2003 the Company also entered into a Bonding
Support Agreement and Security Agreement with Northern. Under the terms of the Bonding Support Agreement the Company will provide credit support through December 31, 2003 in an amount not to exceed $2 million to Northern to secure Northerns
contractual and/or payment performance with certain customers and or suppliers. As part of the Agreement, the Company has set aside restricted cash of $1,640,844 at June 30, 2003, which is included in other current assets on the balance sheet.



In July 2003 the Company increased the amount of the credit
support under the Bonding Support Agreement with Northern by $1 million through December 31, 2003.



The Company made a cash distribution of $1.00 per share payable on June 20, 2003 to shareholders of record as of June 6, 2003. The distribution was
recorded as a reduction to additional paid-in capital.



2.    BASIS OF PRESENTATION



The Company established Technology Drive LLC, a Connecticut limited liability company solely owned by the Company. Technology Drive LLC holds title to the building and land in Wallingford, Connecticut, where the Company maintains its
headquarters, research and development and production facility. The condensed consolidated financial statements include the accounts of the Company and Technology Drive LLC, after elimination of intercompany transactions.



The condensed consolidated financial statements as of June 30, 2003 and for
the three-month and six-month periods ended June 30, 2003 and 2002 are unaudited. In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly in accordance with accounting
principles generally accepted in the United States of America, the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily
indicative of the results that may be expected for the full year.



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PROTON ENERGY SYSTEMS, INC.



NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Certain information and footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Companys audited financial
statements and notes thereto included in the Companys Annual Report on Form 10-K filed on March 25, 2003.



Comprehensive Income (Loss)



Comprehensive income (loss) consists of net loss and other gains and losses affecting stockholders equity that are not the result of transactions
with owners. The following table sets forth the components of comprehensive income (loss):



|                                                              |  | Six Months Ended June 30, |           
|------------------------------------------------------------- |  | ------------------------- | ----------
|                                                              |  | 2003                      |           
|Net loss                                                      |  | $                         | (7,865,070
|Reclassification adjustments for gains included in net income |  |                           | (4,915    
|Unrealized loss arising during the period                     |  |                           | (622,474  
|                                                              |  |                           |           
|Net unrealized losses on marketable securities                |  |                           | (627,389  
|                                                              |  |                           |           
|Total comprehensive loss                                      |  | $                         | (8,492,459
|                                                              |  |                           |           



Stock-Based
Compensation



Statement of Financial Accounting Standards
(SFAS) No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based CompensationTransition and Disclosure, prescribes accounting and reporting standards for all stock-based
compensation plans, including employee stock option plans. As permitted by SFAS No. 123, the Company has elected to continue to account for stock based compensation issued to employees using the intrinsic value method in accordance with Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. Under APB 25, compensation expense is computed to the extent that the fair market value of the underlying stock on the date of
grant exceeds the exercise price of the employee stock option or stock award. Compensation so computed is then recognized over the vesting period.



The following table illustrates the effect on net loss and loss per share had compensation costs for the stock-based compensation plan been determined
based on grant date fair values of awards under the provisions of SFAS No. 123, for the three months ended June 30:



|                                                                                                              |  | 2003 |            |   | 2002 |  
|------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|Net loss attributable to common stockholders:                                                                 |  |      |            |   |      |  
|As reported                                                                                                   |  | $    | (3,215,312 | ) |      | $
|Add: Stock based employee compensationincluded in net loss                                                    |  |      | 109,011    |   |      |  
|Less: Total stock-based employee compensation expense determined under fair value-based method for all awards |  |      | (1,421,303 | ) |      |  
|                                                                                                              |  |      |            |   |      |  
|Pro forma                                                                                                     |  | $    | (4,527,604 | ) |      | $
|                                                                                                              |  |      |            |   |      |  
|Net loss per share applicable to common stockholders, basic and diluted                                       |  |      |            |   |      |  
|As reported                                                                                                   |  | $    | (.10       | ) |      | $
|                                                                                                              |  |      |            |   |      |  
|Pro forma                                                                                                     |  | $    | (.13       | ) |      | $
|                                                                                                              |  |      |            |   |      |  



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PROTON ENERGY SYSTEMS, INC.



NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following table illustrates the effect on net loss and loss per share had compensation costs for
the stock-based compensation plan been determined based on grant date fair values of awards under the provisions of SFAS No. 123, for the six months ended June 30:



|                                                                                                              |  | 2003 |             |   | 2002 |  
|------------------------------------------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | -
|Net loss attributable to common stockholders:                                                                 |  |      |             |   |      |  
|As reported                                                                                                   |  | $    | (7,865,070  | ) |      | $
|Add: Stock based employee compensation included in net loss                                                   |  |      | 216,840     |   |      |  
|Less: Total stock-based employee compensation expense determined under fair value-based method for all awards |  |      | (2,823,008  | ) |      |  
|                                                                                                              |  |      |             |   |      |  
|Pro forma                                                                                                     |  | $    | (10,471,238 | ) |      | $
|                                                                                                              |  |      |             |   |      |  
|Net loss per share applicable to common stockholders, basic and diluted                                       |  |      |             |   |      |  
|As reported                                                                                                   |  | $    | (.23        | ) |      | $
|                                                                                                              |  |      |             |   |      |  
|Pro forma                                                                                                     |  | $    | (.31        | ) |      | $
|                                                                                                              |  |      |             |   |      |  



Reclassifications



Certain amounts in the 2002 financial statements have
been reclassified to conform to the 2003 presentation.



3.    RECENT ACCOUNTING GUIDANCE



In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB
Statements No. 5, 57 and 107 and Rescission of FASB Interpretation No. 34. FIN 45 clarifies the requirements of FASB Statement No. 5, Accounting for Contingencies (FAS 5), relating to the guarantors accounting for, and disclosure of,
the issuance of certain types of guarantees. The disclosure requirements of FIN 45, which are effective for the year ended December 31, 2002, are included in Note 2 to the consolidated financial statements in the Companys Annual Report on Form
10-K filed on March 25, 2003 and included in Note 1 and Note 8 of these statements.



In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based CompensationTransition and Disclosurean amendment of FAS 123 (SFAS 148). SFAS 148 provides alternative
methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation, in addition to certain new disclosure requirements. The disclosure provisions of SFAS 148 are included in the
accompanying Notes to the Condensed Consolidated Financial Statements.



In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (SFAS 150). SFAS 150 changes the accounting for certain financial
instruments that, under previous guidance, could be classified as equity or mezzanine equity, and requires that those instruments be classified as liabilities in the statement of financial position. Mandatorily redeemable financial
instruments are subject to the provisions of SFAS 150 for the fiscal period beginning after December 15, 2003. Adoption of this standard is not expected to impact the recognition of liabilities and equity in the Companys balance sheet.



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PROTON ENERGY SYSTEMS, INC.



NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46), Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51. The primary objective of the interpretation is to provide guidance on the identification of and financial reporting for entities over which control is achieved through means other than
voting rights. Adoption of this standard is not expected to have a material impact on the Companys financial statements.



4.    MARKETABLE SECURITIES



The Company classifies its entire investment portfolio as available for sale as defined in SFAS No. 115, Accounting for Certain Investments in Debt
and Equity Securities. As of June 30, 2003, the Companys investment portfolio consisted of U.S. government and agency securities held by two major banking institutions. The maturities of marketable securities are as follows:



|                   |  | June 30, 2003 |            | December 31, 2002
|------------------ |  | ------------- | ---------- | -----------------
|Less than one year |  | $             | 88,925,428 |                  
|One to five years  |  |               | 8,004,945  |                  
|                   |  |               |            |                  
|                   |  | $             | 96,930,373 |                  
|                   |  |               |            |                  



Securities are carried
at fair value with the unrealized gains/losses reported as a separate component of stockholders equity. Proceeds from the sale of four securities in 2003 totaled $12,023,709. The cost was determined using the specific identification method and
the resulting realized gain was $4,915. The unrealized gain from marketable securities was $424,620 and $1,052,009 at June 30, 2003 and December 31, 2002, respectively. At June 30, 2003, the Company had three callable agency securities with a fair
market value totaling approximately $6.9 million. Additionally, eight investments approximating $63.9 million were called at par in 2003. These securities generate a higher relative rate of interest for the Company, in return for the issuers
right to call, at par value, the security before its maturity date.



5.    INVENTORIES AND DEFERRED COSTS



Inventories are stated at the lower of cost or market value. Cost is determined by the first-in, first-out method.



|                |  | June 30,2003 |           | December 31, 2002
|--------------- |  | ------------ | --------- | -----------------
|Raw materials   |  | $            | 1,779,721 |                  
|Work in process |  |              | 1,502,866 |                  
|Finished goods  |  |              | 3,013,120 |                  
|                |  |              |           |                  
|                |  | $            | 6,295,707 |                  
|                |  |              |           |                  



Deferred costs of
$2,831,972 and $1,613,546 are included in finished goods as of June 30, 2003 and December 31, 2002, respectively. These deferred costs represent costs of production on units shipped to customers for which the related product revenue is deferred
until the expiration of the product warranty period. In addition, costs incurred under our contract with STM of $958,000 are included in work in process as of June 30, 2003 and December 31, 2002.



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PROTON ENERGY SYSTEMS, INC.



NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



6.    LOSS PER SHARE



Net loss per share has been computed by dividing the net loss attributable to common stockholders by the weighted average
common shares outstanding. No effect has been given to the exercise of 609,556 and 1,059,931 common stock options outstanding for the three month periods ending June 30, 2003 and 2002, respectively, or the 673,557 and 994,792 common stock options
outstanding for the six month periods ending June 30, 2003 and 2002, respectively, and the 50,000 stock warrants outstanding in each period, since the effect would be antidilutive for all reporting periods.



7.    STOCK OPTION GRANTS



During 1999 and 2000, the Company issued common stock options to employees
at less than the fair value of its common stock. The compensation expense for such options is amortized over the vesting periods of the related options. Accordingly, the Company recorded stock-based compensation expense of $109,011 and $178,826 for
the three-month periods ended June 30, 2003 and June 30, 2002, respectively and $216,840 and $354,237 for the six-month periods ended June 30, 2003 and June 30, 2002, respectively.



8.    COMMITMENTS AND CONTINGENCIES



In November 1999, the Company entered into an agreement with Matheson Tri-Gas, Inc. (Matheson) to develop,
market and distribute hydrogen generators to be used solely in laboratory applications. This agreement granted the distributor worldwide exclusivity to the commercial sale of this product during the fifteen-year term of the contract as long as the
distributor met minimum purchases, as defined in the agreement. In January 2003, the exclusive distribution agreement with Matheson Tri-Gas, Inc., was jointly terminated. Under the terms of the termination agreement, the Company agreed to continue
to support units under warranty, provide spare parts for five years, sell an additional 55 laboratory hydrogen generators, and agreed not to sell or market our own laboratory hydrogen generators under Protons or any other brand name before
June 30, 2003.



In 2001, the Company entered into a 10-year
agreement with STM Power, Inc. (STM) for the exclusive supply of high-pressure hydrogen replenishment systems for Stirling Cycle Engines. Under an initial purchase order relating to this agreement, STM has agreed to provide the Company
$395,000 for the product development and delivery of prototype hydrogen replenishment systems. In 2002, the Company received purchase orders totaling approximately $563,000 for additional product development and delivery of 57 high-pressure hydrogen
generators.



The Company accounts for the STM contract in
accordance with SOP 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts, and accordingly has recorded costs of $958,000 under the contract in inventory. Additionally, at June 30, 2003, the Company
has recorded $958,000 as deferred revenue representing amounts billed under the contract with STM. At June 30, 2003, accounts receivable due from STM is $0. In 2002, the Company accrued $125,000 to cover the cost of warranty claims associated with
the 57 units delivered.



Also in 2001, the Company entered into
an agreement with the Connecticut Clean Energy Fund (CCEF). The agreement provides the Company with financial assistance for up to $1.5 million to accelerate commercial deployment of the UNIGEN product. The Company is required to repay
CCEF 110% of the amounts advanced by them under the agreement beginning at such time as revenues from UNIGEN products reach $25 million annually. However, prior to the achievement of milestones described in this agreement, these funds are subject to
repayment provisions based upon the occurrence of certain events. These events include a failure to maintain a Connecticut presence, the purchase of a controlling interest in the Company by a third party, the sale of



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PROTON ENERGY SYSTEMS, INC.



NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



substantially all of the Companys assets, the consolidation or merger of the company with a third party, or the granting of the exclusive license to a
third party to manufacture or use the UNIGEN product line. Because of these repayment provisions, the Company records funds received as liabilities until it achieves the contract milestones. At December 31, 2001, $200,000 had been received and was
recorded in customer advances. During the first half of 2002 an additional $400,000 had been received. During 2002, the Company achieved the contract milestones and recognized the related $600,000 as an offset against costs and expenses. In December
2002 the Company was approved for funding of up to $900,000 under Phase II of the agreement. As of June 30, 2003 the Company had received $600,000 in funding under this phase of the agreement. During the second quarter 2003, the Company achieved
certain milestones and recognized approximately $480,000 as an offset against costs and expenses, with the remaining $120,000 recorded in customer advances.



In October 2002, the Company learned of problems with sensor modules in its HOGEN 40 series units at customer locations that might have been affected by
moisture blockage, thereby impairing the sensors ability to detect the presence of hydrogen in the oxygen gas stream. Further investigation of these units revealed the presence of pinholes in the cell membranes, resulting in hydrogen leakage
and cell failure. To address these problems, the Company has contacted all of its HOGEN 40 series customers to arrange appropriate sensor testing and modifications. Additionally, the Company intends to replace defective cell stacks that are
experiencing leakage. The Company is taking the approach that all HOGEN 40 series sensor and cell stack components in the field may need to be replaced. For the year ended December 31, 2002 the Company recorded $2,462,000 for these anticipated
future service costs. Total expenditures related to this program amounted to $369,000 and $1,362,000 for the year ended December 31, 2002 and six months ended June 30, 2003, respectively. As of June 30, 2003 $570,000 remains accrued for these costs.
The liability for such service costs reflects managements estimate, as of the date of this report, of the remaining cost of the program. The actual amount of such costs could be less than this accrual but they could also materially exceed the
amount accrued.



The changes in the carrying amount of product
warranties for the six months ended June 30, 2003 are as follows:



|Balances as of January 1, 2003                 |  | $ | 2,178,935  |  
|---------------------------------------------- |  | - | ---------- | -
|Warranties issued and adjustments to provision |  |   | (164,389   | )
|Warranty claims                                |  |   | (1,362,177 | )
|                                               |  |   |            |  
|Balance as of June 30, 2003                    |  | $ | 652,369    |  



On May 22, 2003, in
connection with the Agreement and Plan of Contribution and Merger described in Note 1, the Company also entered into a Bonding Support Agreement and Security Agreement with Northern. Under the terms of the Bonding Support Agreement the Company will
provide credit support through December 31, 2003 in an amount not to exceed $2 million to Northern to secure Northerns contractual and/or payment performance with certain customers and or suppliers. Northern may from time to time request a
guaranty to be issued by providing Proton a notice, specifying (i) the amount of the requested guaranty, (ii) the surety to which such guaranty is to be issued, (iii) the requested execution and delivery date of the guaranty, and (iv) a copy of the
applicable unexecuted Reimbursement Agreement and the applicable unexecuted bond. After the time that Proton makes any payment to any surety under a guaranty, Northern shall be obligated to immediately repay Proton. The fair value of the
Companys guarantee is approximately $41,000 and is included in accrued expenses in the accompanying financial statements.



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PROTON ENERGY SYSTEMS, INC.



NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



9.    RELATED PARTIES



In 2001, the Company loaned $275,000 to Walter W. Schroeder, the President, Chief Executive Officer, and a director of the
Company. The loan had a two-year term and was payable in monthly 7 installments of $10,000 with a final payment due at maturity.The loan, which accrued interest at the prime rate, contained no penalty for early repayment.In July
2002, the loan was paid in full.



In 2001, the Company entered
into a contract with STM to develop and deliver hydrogen generators (see Note 8). Richard A. Aube, a member of the Companys Board of Directors, is also a member of STMs Board of Directors. As of June 3, 2003, Mr. Aube is no longer a
member of the Board of Directors.



10.    SUBSEQUENT
EVENT



In July 2003, the Company reduced its workforce by
eight employees as part of an ongoing effort to increase the efficiency of operations and reduce costs. In connection with the reduction in workforce, the Company expects to recognize a charge in the third quarter of 2003 of approximately $115,000.



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ITEM 2.Managements Discussion and Analysis of Financial Condition and Results of Operations



The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and Notes thereto appearing elsewhere in this
Form 10-Q and with our Annual Report on Form 10-K filed for the fiscal year ended December 31, 2002. This Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by
forward-looking words such as anticipate, believe, could, estimate, expect, intend, may, plan, potential, should,
will, and would or similar words. You should read statements that contain these words carefully because they discuss our future expectations and contain projections of our future results of operation or of our financial
position or state other forward-looking information. However, there may be events in the future that we are unable to predict accurately or control. The factors in the section captioned Critical Accounting Policies contained in our
Annual Report on Form 10-K filed for the fiscal year ended December 31, 2002, and below in this Form 10-Q under the Legal Proceedings and Certain Factors That May Affect Future Results captions, provide examples of risks,
uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements.



Overview



We were founded in 1996 to design, develop and manufacture PEM electrochemical products for commercial applications. Our proprietary PEM technology is
incorporated in two families of products: hydrogen generators, of which we are currently manufacturing and delivering commercial models to customers, and regenerative fuel cell systems, which we are currently developing. Since our inception, we have
funded our operations through private financings that raised approximately $61.6 million, including $50.1 million raised in a private financing in April 2000, and an initial public offering in October 2000 that raised net proceeds of approximately
$125.8 million. In the second quarter of 2003 the Company made a cash distribution of $33.9 million to shareholders of record as of June 6, 2003.



We have generated cumulative losses since our inception, and as of June 30, 2003 our accumulated deficit was $88.3 million, of which $50.7 million is
attributable to deemed preferred dividends and accretion and $37.6 million is attributable to net losses since inception. We expect to continue to make significant investments in new product design and development for the foreseeable future. We
believe that our success is dependent on increasing our customer base, developing products that leverage our proprietary technology, and maintaining a proper alignment between our cost structure and our revenue goals. We expect to incur operating
losses in 2003 and for the next several years and cannot predict when we will become profitable, if ever.



Recent Developments



Acquisition of Northern Power Systems: On May 22, 2003, we announced that we had signed an Agreement and Plan of Contribution and Merger with PES New Parent, Inc., a wholly owned subsidiary of the Company (New Parent), PES-1
Merger Sub, Inc., PES-2 Merger Sub, Inc. and Northern Power Systems, Inc., a Delaware corporation (Northern) pursuant to which Northern is to be acquired and held as a wholly-owned subsidiary of New Parent and Proton will become a
wholly-owned subsidiary of New Parent. Under the terms of the merger, Northern is to be acquired for a combination of cash and stock valued at approximately $27.5 million, of which approximately two-thirds will be in cash and the balance in New
Parents common stock. Northern security holders will also receive warrants to purchase approximately 2.5 million shares of New Parents common stock. The merger is subject to customary closing conditions and regulatory approvals, as well
as the approval of the stockholders of Proton and Northern.



Dr. Robert W. Shaw, Jr. is chairman of the board of the directors of Northern and chairman of the board of directors of Proton. Venture capital funds affiliated with Dr. Shaw own approximately 52% of the outstanding stock of Northern. These
venture capital funds will receive substantial consideration upon exchange of their Northern stock in the Northern merger. Venture capital funds affiliated with Dr. Shaw own approximately 12% of the outstanding stock of Proton.



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As a result of their stock ownership in Northern and Proton, the venture funds affiliated with Dr. Shaw
have the power to determine the outcome of the stockholder vote on the Northern merger.



Protons board of directors was aware of these interests when it approved the merger and the merger agreement. Dr. Shaw did not take part in these decisions.



On May 22, 2003 we also entered into a Bonding Support Agreement and Security
Agreement with Northern. Under the terms of the Bonding Support Agreement we will provide credit support through December 31, 2003 in an amount not to exceed $2 million to Northern to secure Northerns contractual and/or payment performance
with certain customers and or suppliers.



In July 2003 the
Company increased the amount of the credit support under the Bonding Support Agreement with Northern by $1 million through December 31, 2003.



We also made a cash distribution of $1.00 per share payable on June 20, 2003 to shareholders of record as of June 6, 2003.



The following other significant events occurred in 2003:



| |  |  | We installed a HOGEN 380 hydrogen generator for a hydrogen fuel cell bus program in Barth, Germany.
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | We reached agreement to end our Development, Marketing and Distribution Agreement for small laboratory hydrogen generators with Matheson Tri-Gas.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Proton was featured at a White House-sponsored event to promote President Bushs $1.2 billion Freedom Car and Fuel initiative.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | We promoted Dr. Larry M. Sweet to President of Proton Energy Systems, Inc. July 23, 2003.
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | We successfully tested our HIPRESS high-pressure cell stack modules, thereby achieving a key milestone in our Naval Research Laboratory contract funded by the Defense Advance Research Projects Agency.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We received a contract to develop a 1 kW regenerative solar/Proton Exchange Membrane fuel cell demonstration system from Jacobs Sverdrup Technology, Inc, a subcontractor to the U.S.
Navy, for testing at the Naval Air Weapons Station at China Lake, California.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We strengthened our intellectual property position by bringing our total U.S. and foreign patent filings to 124. We now hold 13 issued U.S. patents and two issued European patents.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We resumed production and shipment of our HOGEN 40 hydrogen generators and are accepting new orders for units to be delivered in the third quarter of 2003. We continue to replace
cell stacks in customer units under a previously announced program. We anticipate that all customer cell stacks will be replaced by the third quarter 2003.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We received authorization to begin Phase II of our contract with the Naval Research Laboratory for advanced fuel cell technology development.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



Critical Accounting Judgments and Estimates



Our discussion and analysis of our financial condition and results of
operations are based upon our condensed consolidated financial statements, which have been prepared by us in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosure of contingent assets and liabilities. Our estimates include those related to revenue recognition, investments,
income taxes, depreciable lives of equipment, warranty obligations and contingency accruals. We base our estimates on historical experience and on various other assumptions that we believe to be



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reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. For a complete description of
our accounting policies, see Note 2 to our consolidated financial statements included in the Companys Annual Report on Form 10-K filed on March 25, 2003.



Results of Operations



Comparison of the Three Months Ended June 30, 2003 and June 30, 2002



Contract revenue.    Contract revenue decreased from $1.1 million for the three months ended June
30, 2002 to $232,000 for the comparable period in 2003. The decrease was due to a reduction in research and development activity under the Naval Research Laboratory (NRL) contract, which was substantially completed in December 2002. In
the future, we expect to generate revenue from government sponsored research and development contracts to supplement our research and development efforts.



Product revenue.    Product revenue decreased from $254,000 for the second quarter of 2002 to $220,000 for the second quarter
of 2003. Product revenue for the three months ended June 30, 2003 is predominantly comprised of laboratory generator product revenue recognized upon the expiration of the related warranty period.



Units shipped.    Total units shipped increased
from 40 for the second quarter 2002 to 45 for the second quarter of 2003. Shipments of the HOGEN 40 series units increased from 6 for the second quarter 2002 to 21 for the second quarter 2003. Shipments of our Chrysalis series units decreased from
34 for the second quarter 2002 to 24 for the second quarter 2003. Total revenue deferred in the second quarter 2003 related to these units shipped was approximately $708,000.



In the fourth quarter of 2002, we discovered performance issues relating to the operation of cell stacks and associated
sensors in our HOGEN 40 series units. Our investigation revealed the presence of previously unknown pinholes in cell membranes in the field that resulted in hydrogen leakage and cell failure. As a result, we determined that recognizing revenue on
shipment of our HOGEN 40 series units was no longer appropriate because of significant uncertainty surrounding the reliability of the existing design of the PEM electrolyzer (cell stack) within our HOGEN 40 series generators. We have
made modifications to the existing cell stack design to improve its performance and anticipate deferring product revenue until we have compiled sufficient warranty history on units containing modified cell stacks. For this reason, product revenue
from HOGEN 40 series shipments made subsequent to September 30, 2002 is deferred until the expiration of the product warranty period.



Costs of contract revenue.    Costs of contract revenue decreased from $878,000 for the second quarter of 2002 to $302,000 for
the second quarter of 2003. The decrease in 2003 was due primarily to research and development activity under the Naval Research Laboratory (NRL) contract, which was substantially completed in December 2002.



Costs of production.    Costs of production
decreased from $654,000 for the second quarter of 2002 to $197,000 for the second quarter of 2003. The amounts in 2002 and 2003 reflect costs associated with manufacturing, refining and delivering our hydrogen generators as well as warranty costs on
units in the field. Additionally, the amount in 2002 includes costs related to product revenue recognized during the period, which were previously deferred until the expiration of the product warranty period, as well as costs associated with
anticipated sales price reductions and inventory obsolescence as we transition to a new generation of the HOGEN 40 product line. Cost of production could increase if warranty experience deteriorates.



In January 2003, the exclusive distribution agreement with Matheson Tri-Gas,
Inc., was jointly terminated by agreement with Matheson Tri-Gas. Under the terms of the settlement agreement we agreed to continue to support units under warranty, provide spare parts for five years, sell an additional 55 laboratory hydrogen
generators to Matheson Tri-Gas, and not sell or market laboratory hydrogen generators under our or any other brand name before June 30, 2003. To date, under our agreement with Matheson Tri-Gas, Inc., we have recognized costs in excess of our
contracted sales price in the amount of $832,000.



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Research and development expenses.    Research and development expenses
decreased from $2.4 million for the second quarter of 2002 to $1.5 million for the second quarter of 2003. The decrease was due to a decrease in our research and development activities related to our PEM technology in our regenerative fuel cell
systems and our hydrogen generators. These research and development activities primarily related to salaries and benefits for our research and development staff and materials to support our research and development projects. In addition, in the
second quarter of 2003 we recorded an offset to expenses of $480,000 related to its agreement with the Connecticut Clean Energy Fund. We expect our research and development expenses to remain level for the next twelve months.



General and administrative expenses.    General
and administrative expenses increased from $2.1 million for the second quarter of 2002 to $2.3 million for the second quarter of 2003. This increase was primarily due to an increase in salaries and benefits.



Interest income, net.    Interest income decreased
from $1.6 million for the second quarter of 2002 to $657,000 for the second quarter of 2003. The decrease resulted from decreased cash and marketable securities balances as well as lower average interest rates.



Comparison of the Six Months Ended June 30, 2003 and June 30, 2002



Contract revenue.    Contract
revenue decreased from $1.8 million for the six months ended June 30, 2002 to $276,000 for the comparable period in 2003. The decrease was due to research and development activity under the Naval Research Laboratory (NRL) contract, which
was substantially completed in December 2002. In the future, we expect to generate revenue from government sponsored research and development contracts to supplement our research and development efforts.



Product revenue.    Product revenue decreased from
$471,000 for the first six months of 2002 to $349,000 for the comparable period in 2003. Product revenue for the six months ended June 30, 2003 is predominantly comprised of laboratory generator product revenue recognized upon the expiration of the
related warranty period.



Units
shipped.    Total units shipped increased from 70 for the first six months of 2002 to 80 for the comparable period in 2003. Shipments of the HOGEN 40 series units increased from 12 for the first six months of 2002 to 24 for
the first six months of 2003. Shipments of our Chrysalis series units decreased from 58 for the first six months of 2002 to 56 for the first six months of 2003. Total revenue deferred in the first six months of 2003 related to these units shipped
was approximately $1,007,000.



Costs of contract
revenue.    Costs of contract revenue decreased from $1.3 million for the first six months of 2002 to $465,000 for the comparable period in 2003. The decrease in 2003 was due primarily to research and development activity
under the Naval Research Laboratory (NRL) contract, which was substantially completed in December 2002.



Costs of production.    Costs of production decreased from $1.2 million for the first six months of 2002 to $979,000 for the
comparable period in 2003. The amounts in 2002 and 2003 reflect costs associated with manufacturing, refining and delivering our hydrogen generators as well as warranty costs on units in the field. Additionally, the amount in 2002 includes costs
related to product revenue recognized during the period as well as costs associated with anticipated sales price reductions and inventory obsolescence as we transition to a new generation of the HOGEN 40 product line. Cost of production could
increase if warranty experience deteriorates.



Research and
development expenses.    Research and development expenses decreased from $4.6 million for the first six months of 2002 to $3.5 million for the comparable period in 2003. The decrease was due to a decrease in our research and
development activities related to our PEM technology in our regenerative fuel cell systems and our hydrogen generators. These research and development activities primarily related to salaries and benefits for our research and development staff and
materials to support our research and development projects.



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In addition, in the second quarter of 2003 we recorded an offset to expenses of $480,000 related to our agreement with the Connecticut Clean Energy Fund. We
expect our research and development expenses to remain level for the next twelve months.



General and administrative expenses.    General and administrative expenses increased from $3.8 million for the first six months of 2002 to $5.1 million for the comparable period in 2003.
This change reflects an increase in salaries and benefits of approximately $400,000 and an increase in professional fees of approximately $500,000 primarily related to our proposed merger with Northern Power Systems.



Interest income, net.    Interest income decreased
from $3.3 million for the first six months of 2002 to $1.5 million for the comparable period in 2003. The decrease resulted from decreased cash and marketable securities balances as well as lower average interest rates.



Liquidity and Capital Resources



Since our inception in August 1996, we have financed our operations through
the series A, A-1, B, B-1 and C convertible preferred stock issuances and our initial public offering that, in total, raised approximately $187.4 million. As of June 30, 2003, we had $106.0 million in cash, cash equivalents and marketable
securities.



Cash used in operating activities was $6.6 million
for the six months ended June 30, 2003 and was primarily attributable to our net loss and decreases in accrued expenses, offset by increases in deferred revenue. Cash used in operating activities was $4.6 million for the comparable 2002 period and
was primarily attributable to our net loss and increases in inventory and deferred costs, offset by increases in accounts payable and accrued expenses.



Cash provided by investing activities was $33.2 million for the six months ended June 30, 2003 and was primarily attributable to maturities of marketable
securities offset by purchases of marketable securities, purchase of fixed assets, and restricted cash. Cash provided by investing activities was $1.4 million for the six months ended June 30, 2002 and was primarily attributable to maturities of
marketable securities offset by purchases of marketable securities and fixed assets.



Cash used in financing activities was $33.9 million for the six months ended June 30, 2003 and was attributable to our $1 per share cash distribution to shareholders. Cash provided by financing activities was $4.0
million for the six months ended June 30, 2002 and was primarily attributable to borrowings under our debt agreement.



We anticipate that our cash and marketable securities on hand as of June 30, 2003 will be adequate to fund our operations, working capital and capital
expenditure requirements for at least the next 12 months. Over the next 12 months, we expect to continue to fund the production of our hydrogen generators and to continue our research and development activities on our regenerative fuel cell systems.
We cannot ensure that we will not require additional financing to fund our operations or that, if required, any further financing will be available to us on acceptable terms, or at all. If sufficient funds are not available, we may be required to
delay, reduce or eliminate some of our research and development or manufacturing programs. The terms of any additional financing may require us to relinquish rights to our technologies or potential products or other assets.



Certain Factors That May Affect Future Results



The following important factors, among others, could cause actual results to
differ materially from those indicated by forward-looking statements made in this Quarterly Report on Form 10-Q and presented elsewhere by management from time to time.



Our future success is uncertain because we have a limited operating history.



We face many risks and uncertainties. If we are unsuccessful in addressing
these risks and uncertainties, we may be unable to generate revenue and grow our company. We were formed in 1996 to research and develop



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PEM electrochemical products. We began shipping late-stage development models of our hydrogen generators in 1999 and have not yet manufactured commercial
regenerative fuel cell systems. Accordingly, there is only a limited basis upon which you can evaluate our business and prospects and our future success is uncertain. You should consider the challenges, expenses, delays and other difficulties
typically involved in the establishment of a new business, including the continued development of our products, refinement of processes and components for our commercial products, recruitment of qualified personnel, ability to manufacture a product
which meets cost, reliability and efficiency needs, and achievement of market acceptance for our products.



We have incurred, and expect to continue to incur, substantial losses, and we may never become profitable.



We have incurred substantial losses since we were founded and we anticipate we will continue to incur substantial losses in the future. As of June 30,
2003, we had an accumulated deficit of approximately $88.3 million. We cannot predict when we will operate profitably, if ever. We expect to continue to incur expenses related to research and development activities, expansion of our manufacturing
facilities and general administrative functions. As a result, we anticipate that we will continue to incur losses until we can cost-effectively produce and sell our hydrogen generators. Even if we do achieve profitability, we may be unable to
sustain or increase our profitability in the future.



We have experienced
performance problems with our hydrogen generators



We have
experienced performance problems with certain components of our hydrogen generators, specifically hydrogen sensor modules and cell stacks, which have required component replacement. Further problems related to these or other components may occur and
require additional corrective measures. If we are unable to solve these problems, potential purchasers of our products may decline to purchase them. In addition, if our hydrogen generators fail after purchases, our warranty exposure would increase,
resulting in higher costs to us.



If we fail to retain our key personnel and
attract and retain additional qualified personnel, we may be unable to develop our products and generate revenue.



Our success depends upon the continued service of our executive officers and other key employees such as manufacturing and research and development
personnel. The loss of any of our executive officers or key employees, especially Walter W. Schroeder, president and chief executive officer, Larry M. Sweet, Chief Operating Officer, and Terry V. Derrico, senior vice president of sales and
marketing, could impair our ability to pursue our growth strategy and slow our product development processes. We do not have employment agreements with any of our key executives. We may not be able to attract, assimilate or retain additional highly
qualified personnel in the future.



We may not be able to generate
revenue in the future if we do not complete the development of our regenerative fuel cell systems.



Our regenerative fuel cell systems are still in the development stage. We do not know when or whether we will successfully complete research and
development of commercial regenerative fuel cell systems. If we are unable to develop commercial regenerative fuel cell systems, we may not be able to generate future revenue and we may not recover the losses we have incurred in attempting to
develop these products. If we experience delays in meeting our development milestones or if our regenerative fuel cell systems exhibit technical defects or cannot meet cost or performance goals, including output, useful life and reliability goals,
potential purchasers of our products may decline to purchase them or choose alternative technologies. We may be unable to make the substantial technological advances necessary to produce commercial regenerative fuel cell systems that provide the
features and performance specifications required by customers at a competitive price. For example, we must identify improved hydrogen storage technologies and fuel cell module structures. If we are unable to successfully complete these development
activities, we may be unable to commercially market our products. In some cases, we are attempting to expedite our development efforts by utilizing third parties for important engineering work.



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These third parties include vendors of hydrogen storage, purification systems, power supply and control components. If these third parties are unable to
successfully complete their development activities on our behalf, we may be unable to commercially market our products.



We will not be able to grow our business if we do not achieve widespread commercial acceptance of our hydrogen generators in the market for delivered hydrogen.



We intend to market our hydrogen generators to small- and
medium-volume users of delivered hydrogen. Our business depends on the widespread commercial acceptance of our hydrogen generators and we may be unable to grow our business if our targeted customers do not purchase substantial numbers of our
hydrogen generators. Our targeted customers, or the distributors whom we intend to use to market to these customers, may not purchase our hydrogen generators at all or in sufficient quantities to support the growth of our business. Our hydrogen
generators will require our target customers to make a substantial initial investment, currently ranging from approximately $40,000 to $200,000 per unit for our HOGEN models. Our method of supplying hydrogen by producing it on-site using PEM
electrolysis represents a significant departure from conventional means of supplying hydrogen to end users. PEM electrolysis is a new and unproven technology in the markets we are targeting, and we do not know if our targeted customers will accept
our product. We are also working to develop and implement design improvements to extend the life of our cell stack components. If we are unable to successfully complete these activities, sales of our hydrogen generators may be reduced.



The success of our hydrogen generators as a fuel source for PEM fuel cells
depends upon the development of a mass market for PEM fuel cells, and we may not be able to generate revenue in the future if this market does not develop.



We also intend to market our hydrogen generators for use as fuel generators for PEM fuel cells in a variety of applications, in particular fuel cell
vehicles. If a mass market for PEM fuel cells fails to develop or develops more slowly than we anticipate, we may be unable to generate revenue in the future and recover the losses we will have incurred in the development of our hydrogen generators.
PEM fuel cells represent an emerging commercial market, and we do not know whether end-users will want to use them. The development of a mass market for PEM fuel cells may be affected by many factors outside of our control, including



| |  |  | the emergence of newer, more competitive technologies;
| | - |  | ------------------------------------------------------



| |  |  | the cost competitiveness of PEM fuel cells compared to existing and new technologies;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | the future cost of hydrogen;
| | - |  | ----------------------------



| |  |  | regulatory requirements;
| | - |  | ------------------------



| |  |  | consumer perceptions of the safety, reliability and functionality of PEM fuel cells; and
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | consumer willingness to try a new product.
| | - |  | ------------------------------------------



In addition, the sole market for vehicular PEM fuel cells is and will continue to be car, bus and other vehicle manufacturers. Automobile
manufacturers interest in vehicular PEM fuel cells has been driven in large part by environmental laws and regulations concerning vehicle emission requirements that have been enacted in California and some northeastern states. If these laws
and regulations are not kept in force or do not become widely adopted, the demand for vehicular PEM fuel cells may be limited. Further, automobile manufacturers may be able to use other technologies to meet their regulatory requirements, such as
batteries, low emission internal combustion engines and hybrid internal combustion/battery engines. Even if automobile manufacturers decide to develop vehicles powered by PEM fuel cells, it may be many years before substantial numbers of vehicles
powered by PEM fuel cell systems are manufactured. Further, there are several other technologies that may be used to generate hydrogen, such as hydrocarbon reforming, and there remains a strong possibility that our means of generating hydrogen will
not be used to supply fuel to fuel cells.



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We may be unable to increase our revenue in the future if the use of renewable energy does not increase.



We anticipate that one of the primary uses of our
regenerative fuel cell systems will be for storing energy produced by renewable power sources, such as solar, wind and hydroelectric power. If the demand for renewable energy develops more slowly than we anticipate, our ability to sell our
regenerative fuel cell systems could be impaired and we may be unable to grow our business. The market for renewable energy is still in an early stage of development and the demand for renewable energy will remain limited until the cost of producing
energy from renewable sources is substantially reduced. Power from renewable energy sources currently costs significantly more than power derived from nonrenewable sources, such as coal and oil. The growth of the renewable energy market will be
dependent on many factors that are outside of our control, such as the emergence of new, more cost-effective power technologies and products, and domestic and international regulatory requirements.



We expect to incur significant expenses in expanding our manufacturing facilities and
production and we may not be successful in these efforts.



We have expanded our manufacturing facilities in anticipation of increased demand for our products. If this demand does not materialize, we will not generate sufficient revenue to offset the costs of maintaining and operating these
facilities, which could increase our losses and prevent us from growing our business. We expect to expand our production and may experience delays or problems in our expected expansion that could compromise our ability to increase our sales and grow
our business. Factors that could delay or prevent our expected production expansion include:



| |  |  | the inability to purchase parts or components in adequate quantities or sufficient quality;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | the cost of raw materials;
| | - |  | --------------------------



| |  |  | the failure to increase our assembly and test operations;
| | - |  | ---------------------------------------------------------



| |  |  | the failure to hire and train additional manufacturing personnel; and
| | - |  | ---------------------------------------------------------------------



| |  |  | the failure to develop and implement manufacturing processes and equipment.
| | - |  | ---------------------------------------------------------------------------



If we fail to successfully manufacture our products in commercial quantities, we may not be able to increase our revenue.



To be financially successful, we will have to manufacture our products in
commercial quantities at acceptable costs while also preserving the quality levels achieved in manufacturing these products in limited quantities. This presents a number of technological and engineering challenges for us. We may not be successful in
developing product designs and manufacturing processes that permit us to manufacture our hydrogen generators and regenerative fuel cell systems in commercial quantities at commercially acceptable costs while preserving quality. Currently, we sell
some of our products for less than it costs us to produce them. In addition, we will incur significant start-up costs and may experience unforeseen delays and expenses in our product design and manufacturing efforts. If the commercialization of our
products is delayed, potential purchasers may also decline to purchase them or choose alternative technologies, both of which could impair our ability to generate revenue in the future.



If our suppliers do not supply us with a sufficient amount and quality of components at acceptable prices, we may not be able to
manufacture our products commercially.



Although we
generally attempt to use standard components for our products, the proton exchange membrane material and hydrogen purification system used in our products are currently available only from limited sources. Also, we may be unable to purchase
components of adequate quality or that meet our cost requirements. In addition, to the extent these components are proprietary products of our suppliers, or the processes used by our suppliers to manufacture these components are proprietary, we may
be unable to obtain comparable components from alternative suppliers. We may experience delays in production of our products and our business and financial results would suffer if we fail to identify alternate suppliers, or if our supply is
interrupted or reduced or there is a significant increase in cost.



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In addition, platinum is a key component of our PEM fuel cells. Platinum is a scarce natural resource and
we are dependent upon a sufficient supply of this commodity. We may not be able to produce commercial products, or the cost of producing our products may significantly increase, if there are any shortages in the supply of platinum.



We may be unable to sell our products and generate revenue if we fail to establish
distribution relationships.



Because we intend to sell
some of our products through third-party distributors, the financial benefits to us of commercializing our products will be dependent on the efforts of others. We intend to enter into additional distribution agreements or other collaborative
relationships to market and sell our products. If we are unable to enter into additional distribution agreements, or if our third-party distributors do not successfully market and sell our products, we may be unable to generate revenue and grow our
business. We may seek to establish relationships with third-party distributors who also indirectly compete with us. For example, we have targeted industrial gas suppliers as potential distributors of our hydrogen generators. Because industrial gas
suppliers currently sell hydrogen in delivered form, adoption by their customers of our hydrogen generation products could cause them to experience declining demand for delivered hydrogen. For this reason, industrial gas suppliers may be reluctant
to become distributors of our hydrogen generators. In addition, our third-party distributors may require us to provide volume price discounts and other allowances, or customize our products, either of which could reduce the potential profitability
of these relationships.



We have historically focused on research and
development activities and have limited experience in marketing, selling and servicing our products.



We have primarily focused on the research and development of our hydrogen generators and regenerative fuel cell systems. Consequently, our management team
has limited experience directing the commercialization efforts that are essential to our future success. To date, we only have limited experience marketing, selling and servicing our hydrogen generators, and no experience marketing, selling or
servicing our regenerative fuel cell systems. Furthermore, there are very few people anywhere who have significant experience marketing, selling or servicing PEM electrochemical products. We will have to expand our marketing and sales organization
as well as our maintenance and support capability. We may not be successful in our efforts to market and service our products, which would compromise our ability to increase our revenue.



Our plans to market, distribute and service our products internationally subject our
business to additional risks, which could prevent us from growing our business.



We intend to market, distribute and service our products internationally and we may derive a significant portion of our revenue from international sales. If we fail to successfully sell our products internationally,
our ability to increase our future revenue and grow our business would be impaired. We have limited experience developing, and limited experience manufacturing, our products to comply with the commercial and legal requirements of international
markets. Our success in those markets will depend on our ability to secure relationships with foreign resellers and our ability to manufacture products that meet foreign regulatory and commercial requirements. In addition, our planned international
operations may be subject to a variety of additional risks, including:



| |  |  | difficulties in collecting international accounts receivable;
| | - |  | -------------------------------------------------------------



| |  |  | increased costs associated with maintaining international marketing efforts;
| | - |  | ----------------------------------------------------------------------------



| |  |  | compliance with U.S. Department of Commerce export controls;
| | - |  | ------------------------------------------------------------



| |  |  | increases in duty rates;
| | - |  | ------------------------



| |  |  | the introduction of non-tariff trade barriers;
| | - |  | ----------------------------------------------



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| |  |  | fluctuations in currency exchange rates;
| | - |  | ----------------------------------------



| |  |  | political and economic instability; and
| | - |  | ---------------------------------------



| |  |  | difficulties in enforcing intellectual property rights.
| | - |  | -------------------------------------------------------



We currently face and will continue to face significant competition, which could cause us to lose sales or render our products uncompetitive or obsolete.



The markets for delivered hydrogen and reliable backup
power are highly competitive. There are a number of companies located in the United States, Canada and abroad that deliver hydrogen, sell hydrogen generation equipment or are developing PEM fuel cell technology. Many of these companies have
substantially greater resources than we do. Each of these companies has the potential to capture market share in the markets we intend to address, which could cause us to lose sales and prevent us from growing our business. New developments in
technology may also delay or prevent the development or sale of some or all of our products or make our products uncompetitive or obsolete. If this were to occur, we would not be able to generate sufficient revenue to offset the cost of developing
our hydrogen generators and regenerative fuel cell systems.



Our regenerative fuel cell systems are one of a number of power technology products being developed today to provide high quality, highly reliable backup power to the existing electric transmission system, or grid. These products include
advanced batteries, ultracapacitors, microturbines, flywheels, internal combustion generator sets, superconducting magnetic energy storage devices and other fuel cells using alternative hydrogen supply applications. Improvements are also being made
to the existing electric grid. Technological advances in power technology products and improvements in the electric grid may reduce the attractiveness of our regenerative fuel cell systems.



As the markets for PEM fuel-cell related products, on-site hydrogen
generation and backup power develop, other large industrial companies may enter these fields and compete with us. These large industrial companies may have the research and development, manufacturing, marketing and sales resources necessary to
commercialize hydrogen generators and regenerative fuel cell systems more quickly and effectively than we do.



We depend on our intellectual property and our failure to protect it could enable competitors to market products with similar features that may reduce demand for our products.



If we are unable to protect our intellectual property, our competitors could
use our intellectual property to market products similar to our products, which could reduce demand for our products. Our success depends substantially upon the internally developed technology that is incorporated in our products. We may be unable
to prevent unauthorized parties from attempting to copy or otherwise obtain and use our products or technology. Policing unauthorized use of our technology is difficult, and we may not be able to prevent misappropriation of our technology,
particularly in foreign countries where the laws may not protect our intellectual property as fully as those in the United States. Others may circumvent the trade secrets, trademarks and copyrights that we own and any of the U.S. patents or foreign
patents owned by us or subsequently issued to us may be invalidated, circumvented, challenged or rendered unenforceable. In addition, we may not be issued any patents as a result of our pending and future patent applications, and any patents we are
issued may not have the breadth of claim coverage sought by us.



Most of our intellectual property is not covered by any patent or patent application. We seek to protect this proprietary intellectual property, which includes intellectual property that may not be patented or patentable, in part by
confidentiality agreements with our distributors and employees. These agreements afford only limited protection and may not provide us with adequate remedies for any breach or prevent other persons or institutions from asserting rights to
intellectual property arising out of these relationships.



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We could incur substantial costs defending our intellectual property from infringement by others.



Unauthorized parties may attempt to copy aspects of our products or to
obtain and use our proprietary information. Litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets and to determine the validity and scope of the proprietary rights of others. Any litigation could
result in substantial costs and diversion of resources with no assurance of success.



We could incur substantial costs defending against claims that our products infringe on the proprietary rights of others.



The patent situation in the field of PEM fuel cell technology is complex. A large number of patents, including overlapping patents, relating to this
technology have been granted worldwide. We are aware of patents in the fuel cell architecture field held by potential competitors and other third parties, including Ballard Power Systems, General Motors, Giner, H-Power, Oronzio deNora Impianti
Electrochemical, Packard Instrument, Plug Power, Shinko Pantec, Siemens, Toyota, United Technologies and Whatman. Third parties could claim infringement by us with respect to these patents or other patents or proprietary rights, and we cannot assure
you that we would prevail in any such proceeding.



In addition,
some of our employees are parties to assignment of invention and nondisclosure agreements with their former employers. These agreements generally grant the former employer rights to technology developed by the employee while employed by the former
employer and prohibit disclosure of that technology or other employer information to third parties. We cannot assure you that such employers will not assert claims against us or our employees alleging a breach of those agreements or other violations
of their proprietary rights or alleging rights to inventions by our employees, or that we would prevail in any such proceeding.



Any infringement claim against us, whether meritorious or not, could:



| |  |  | be time-consuming;
| | - |  | ------------------



| |  |  | result in costly litigation or arbitration and diversion of technical and management personnel; or
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | require us to develop non-infringing technology or to enter into royalty or licensing agreements.
| | - |  | -------------------------------------------------------------------------------------------------



We might not be successful in developing non-infringing technologies. Royalty or licensing agreements, if required, may not
be available on terms acceptable to us, or at all, and could significantly harm our business and operating results. A successful claim of infringement against us or our failure or inability to license the infringed or similar technology could
require us to pay substantial damages and could harm our business because we would not be able to sell the affected product without redeveloping it or incurring significant additional expense. In addition, to the extent we agree to indemnify
customers or other third parties against infringement of the intellectual property rights of others, a claim of infringement could require us to incur substantial time, effort and expense to indemnify these customers and third parties and could
disrupt or terminate their ability to use, market or sell our products.



We
may be exposed to lawsuits and other claims if our products malfunction, which could increase our expenses, harm our reputation and prevent us from growing our business.



Any liability for damages resulting from malfunctions of our products could be substantial and could increase our expenses
and prevent us from growing our business. In particular, hydrogen is a flammable gas and can pose safety risks if not handled properly. We have an instance with one of our products where hydrogen appears to have leaked into the ambient oxygen stream
resulting in a flame that burned several components in the system. Further investigation of this unit revealed the presence of pinholes in the cell membranes, resulting in hydrogen leakage and cell failure. Although we have taken steps to improve
safety and reliability in our products, we cannot be certain that future similar instances will not occur. In addition, our products may require modifications to operate properly under extreme temperatures. Potential customers will also rely upon
our



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products for critical needs, such as backup power. A malfunction of our products could result in tort or warranty claims. In addition, a well-publicized
actual or perceived problem could adversely affect the markets perception of our products. This could result in a decline in demand for our products, which would reduce our revenue and harm our business.



Future government regulation may impair our ability to market and sell our products.



Our products are potentially subject to federal, local
and foreign laws and regulations governing, among other things, emissions to air as well as laws relating to occupational health and safety. We may incur substantial costs or liabilities in complying with governmental regulations. Our potential
customers must also comply with numerous laws and regulations, which could affect their interest in our products. We could incur potentially significant expenditures in complying with environmental and health and safety laws, regulations and
requirements that may be adopted or imposed in the future.



Our failure to
manage growth could harm our business.



We intend to
introduce new products, increase our production capacity and develop additional distributor relationships. If we are successful, a significant strain on our senior management team and other resources will result. In addition, we may be required to
hire additional senior management personnel. Our ability to manage growth will depend in part on our ability to continue to enhance our operating, financial and management information systems. Our personnel, systems and controls may be unable to
support our growth.



We may not be able to obtain sufficient funds to grow
our business.



We have regularly needed to raise funds in
order to operate our business and believe we may need to raise additional funds to achieve full commercialization of some or all of our products. If we are unable to raise additional funds when needed, our ability to operate and grow our business
could be impaired. We do not know whether we will be able to secure additional funding or funding on terms acceptable to us. Our ability to obtain additional funding will be subject to a number of factors, including market conditions, our operating
performance and investor sentiment. These factors may make the timing, amount, terms and conditions of additional funding unattractive to us. If we issue additional equity securities, existing stockholders may experience dilution or be subordinated
to any rights, preferences or privileges granted to the new equity holders.



Our revenue and operating results may fluctuate significantly as a result of factors outside of our control, which could cause the market price of our common stock to decline.



We expect our revenue and operating results to vary significantly from
quarter to quarter. As a result, quarterly comparisons of our financial results are not necessarily meaningful and you should not rely on them as an indication of our future performance. In addition, due to our stage of development, we cannot
predict our future revenue or results of operations accurately. As a consequence, our operating results may fall below the expectations of securities analysts and investors, which could cause the price of our common stock to decline. Factors that
may affect our operating results include:



| |  |  | the status of development of our technology, products and manufacturing capabilities;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | the cost of our raw materials and key components;
| | - |  | -------------------------------------------------



| |  |  | warranty and service cost for products in the field;
| | - |  | ----------------------------------------------------



| |  |  | the introduction, timing and market acceptance of new products introduced by us or our competitors;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | the development of our strategic relationships and distribution channels;
| | - |  | -------------------------------------------------------------------------



| |  |  | general economic conditions, which can affect our customers capital investments and the length of our sales cycle;
| | - |  | -------------------------------------------------------------------------------------------------------------------



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| |  |  | the development of vehicular PEM fuel cells and renewable energy markets; and
| | - |  | -----------------------------------------------------------------------------



| |  |  | government regulation.
| | - |  | ----------------------



We expect to make significant investments in all areas of our business, particularly in research and product development and in expanding our
manufacturing capability. Because the investments associated with these activities are relatively fixed in the short-term, we may be unable to adjust our spending quickly enough to offset any unexpected shortfall in our revenue growth. In addition,
because we are in the very early stages of selling our products and have a limited number of customers, we expect our order flow to be uneven from period to period.



Our stock price is likely to be highly volatile and may result in substantial losses for investors purchasing shares.



The market price of our common stock is likely to be highly volatile. The
stock market in general, and the market for technology-related stocks in particular, has been highly volatile. As a result, investors in our common stock may experience a decrease in the value of their common stock regardless of our operating
performance or prospects. Our common stock may not trade at the same levels as other technology-related stocks and technology-related stocks in general may not sustain their current market prices. In addition, an active public market for our
securities may not be sustained.



The trading price of our
common stock could be subject to wide fluctuations in response to:



| |  |  | our perceived prospects;
| | - |  | ------------------------



| |  |  | variations in our operating results and achievement of key business targets;
| | - |  | ----------------------------------------------------------------------------



| |  |  | changes in securities analysts recommendations or earnings estimates;
| | - |  | ----------------------------------------------------------------------



| |  |  | differences between our reported results and those expected by investors and securities analysts;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | announcements of new products by us or our competitors;
| | - |  | -------------------------------------------------------



| |  |  | market reaction to any acquisition, joint venture or strategic investments announced by us or our competitors; and
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | general economic or stock market conditions unrelated to our operating performance.
| | - |  | -----------------------------------------------------------------------------------



In the past, securities class action litigation has often been instituted against companies following periods of volatility
in their stock price. This type of litigation could result in substantial costs and divert our managements attention and resources.



Our executive officers, directors and their affiliates hold a large percentage of our stock and their interests may differ from other stockholders.



Our directors, executive officers and individuals or entities affiliated
with our directors as a group beneficially own, as of June 30, 2003, approximately 25% of our outstanding common stock. If these stockholders choose to act or vote together, they will have the power to significantly influence the election of our
directors, and the approval of any other action requiring the approval of our stockholders, including any amendments to our certificate of incorporation and mergers or sales of substantially all of our assets. In addition, without the consent of
these stockholders, we could be prevented from entering into transactions that could be beneficial to us or our other stockholders. Also, third parties could be discouraged from making a tender offer or bid to acquire us at a price per share that is
above the then-current market price.



The provisions of our charter
documents and Delaware law could inhibit a takeover that stockholders may consider favorable and diminish the voting rights of the holders of our common stock.



There are provisions in our certificate of incorporation and by-laws that make it more difficult for a third party to
acquire, or attempt to acquire, control of Proton, even if a change in control was considered favorable by



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our stockholders. For example, our board of directors has the authority to issue up to 5,000,000 shares of preferred stock. The board of directors can fix
the price, rights, preferences, privileges and restrictions of the preferred stock without any further vote or action by our stockholders. The issuance of shares of preferred stock may delay or prevent a change in control transaction. As a result,
the market price of our common stock and the voting and other rights of our stockholders may be adversely affected. The issuance of shares of preferred stock may result in the loss of voting control to other stockholders.



Our charter documents contain other provisions that could have an
anti-takeover effect, including:



| |  |  | only one of the three classes of directors is elected each year;
| | - |  | ----------------------------------------------------------------



| |  |  | stockholders have limited ability to remove directors;
| | - |  | ------------------------------------------------------



| |  |  | stockholders cannot take actions by written consent;
| | - |  | ----------------------------------------------------



| |  |  | stockholders cannot call a special meeting of stockholders; and
| | - |  | ---------------------------------------------------------------



| |  |  | stockholders must give advance notice to nominate directors or submit proposals for consideration at stockholder meetings.
| | - |  | --------------------------------------------------------------------------------------------------------------------------



In addition, we are subject to the anti-takeover provisions of Section 203 of
the Delaware General Corporation Law, which regulates corporate acquisitions. These provisions could discourage potential acquisition proposals and could delay or prevent a change in control transaction. They could also have the effect of
discouraging others from making tender offers for our common stock. These provisions may also prevent changes in our management.



Failure to complete the merger with Northern could negatively impact our stock price, future business and operations.



Closing of the merger with Northern is subject to a number of conditions.
There can be no assurance that we will be able to complete the merger with Northern. If the merger with Northern is not completed for any reason, we may be subject to a number of material risks, including the following:



| |  |  | We may be required, under certain circumstances, to pay to Northern a termination fee of $100,000 plus Northerns out-of-pocket expenses incurred in connection with pursuing
the merger;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We may experience a negative reaction, from financial markets and investors, and from customers, suppliers or partners, to the termination of the merger;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We will be required to pay our own costs related to the merger, such as amounts payable to legal and financial advisors and independent accountants, even if the merger is not
completed;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The price of our common stock may decline as a result of costs associated with the merger and/or to the extent that the current market price of our common stock reflects a market
assumption that the merger will be completed; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We may be unable to obtain additional sources of financing or conclude another sale or merger transaction on favorable terms or at all.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



The anticipated benefits of the merger with Northern may not be realized in a timely
fashion, or at all.



The success of the merger will
depend, in part, on our ability to realize the growth opportunities and synergies of combining Proton and Northern and to effectively utilize the resources of the combined companies following the merger. The merger involves risks related to
integration and management of acquired operations of personnel. The integration of the businesses will be a complex, time-consuming and potentially expensive process and may disrupt the business of the combined companies if not completed in a timely
and efficient manner. Some of the difficulties that may be encountered by the combined companies include:



| |  |  | The diversion of managements attention from other ongoing business concerns;
| | - |  | -----------------------------------------------------------------------------



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| |  |  | Challenges in enhancing Northerns internal procedures and systems as needed for it to function as part of a public company;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | The inability to utilize acquired resources effectively; and
| | - |  | ------------------------------------------------------------



| |  |  | Demonstrating to the combined companies customers, suppliers and partners that the merger will not result in adverse changes in client service standards or business focus.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If management of the combined companies focuses
too much time, money and effort to integrate Northerns operations and assets, they may not be able to execute Protons overall business strategy. Additionally, the combined companies may not progress at the same rates as have been
experienced by Proton and Northern, respectively, operating as separate companies in the past.



The merger will result in dilution of the ownership interest of current Proton stock holders.



Upon completion of the merger, the Northern stockholders will receive common stock representing a significant percentage of the equity ownership of the
combined companies. This amount will dilute the ownership interests of the current Proton stockholders.



ITEM 3.Quantitative and Qualitative Disclosures About Market Risk



We hold marketable securities consisting of U.S. government and agency securities that are held by two major banking institutions. Our marketable
securities portfolio of approximately $96.9 million includes three callable agency securities with a fair market value totaling approximately $6.9 million. In 2003, eight investments approximating $63.9 million were called at par. These securities
generate a higher relative rate of interest for the Company; in return, the embedded call option gives the issuer the right to buy back the security. Interest rate risk is the major price risk facing our investment portfolio. Such exposure can
subject us to economic losses due to changes in the level or volatility of interest rates. Generally, as interest rates rise, prices for fixed income instruments will fall. As rates decline the inverse is true. We attempt to mitigate this risk by
investing in high quality issues of short duration. We do not expect any material loss from our marketable securities investments and believe that our potential interest rate exposure is not material.



ITEM 4.Controls and Procedures



The Companys management, with the participation of the Companys chief executive officer and chief financial officer, evaluated the
effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2003. Based on this evaluation, the Companys chief executive officer and chief financial
officer concluded that, as of June 30, 2003, the Companys disclosure controls and procedures were (1) designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the
Companys chief executive officer and chief financial officer by others within those entities, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information
required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms.



No change in the Companys internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2003 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial
reporting.



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PART II.



OTHER INFORMATION



ITEM 1.Legal Proceedings



Between July 3, 2001 and August 29, 2001, four purported class action lawsuits were filed in the United States District Court for the Southern District of
New York against the Company and several of its officers and directors as well as against the underwriters who handled the September 28, 2000 initial public offering (IPO) of common stock. All of the complaints were filed allegedly on
behalf of persons who purchased the Companys common stock from September 28, 2000 through and including December 6, 2000. The complaints are similar, and allege that the Companys IPO registration statement and final prospectus contained
material misrepresentations and/or omissions related, in part, to excessive and undisclosed commissions allegedly received by the underwriters from investors to whom the underwriters allegedly allocated shares of the IPO. On April 19, 2002, a single
Consolidated Amended Complaint was filed, reiterating in one pleading the allegations contained in the previously filed separate actions, including the alleged Class Period of September 28, 2000 through and including December 6, 2000. On July 15,
2002 the Company joined in an omnibus motion to dismiss the lawsuits filed by all issuer defendants named in similar actions which challenges the legal sufficiency of the plaintiffs claims, including those in the consolidated amended
complaint. Plaintiffs opposed the motion and the Court heard oral argument on the motion in November 2002. On February 19, 2003, the Court issued an Opinion and Order, granting in part and denying in part the motion to dismiss as to the Company. In
addition, in August 2002, the plaintiffs agreed to dismiss without prejudice all of the individual defendants from the consolidated complaint. An order to that effect was entered by the Court in October 2002.



A special Litigation Committee of the Board of Directors has authorized the
Company to negotiate a settlement of the pending claims substantially consistent with a Memorandum of Understanding which was negotiated among class plaintiffs, all issuer defendants and their insurers. Any such settlement would be subject to
approval by the Court. The Company believes it has meritorious defenses to the claims made in the complaints and, if the settlement is not finalized and approved, the Company intends to contest the lawsuits vigorously. However, there can be no
assurances that we will be successful, and an adverse resolution of the lawsuits could have a material adverse effect on our financial position and results of operation in the period in which the lawsuits are resolved. The Company is not presently
able to reasonably estimate potential losses, if any, related to the lawsuits. In addition, the costs to us of defending any litigation or other proceeding, even if resolved in our favor, could be substantial



ITEM 2.Changes in Securities and Use of Proceeds



On October 4, 2000, we closed an initial public offering of our common stock. The effective date of the Securities Act registration statement for which
the use of proceeds information is being disclosed was September 28, 2000, and the Commission file number assigned to the registration statement is 333-39748.



After deducting underwriting discounts and commissions and offering expenses, our net proceeds from the offering were approximately $125.8 million. The
net proceeds have been allocated for general corporate purposes and capital expenditures, including purchase of equipment for and leasehold improvements to our planned manufacturing facility, and the possible acquisition of businesses, products or
technologies that are complementary to our business. As of June 30, 2003, approximately $39.7 million of the net proceeds of the offering had been used to fund operations and purchase fixed assets. The remaining net proceeds are invested in U.S.
Government and Agency securities. In October 2001, we loaned $275,000 of the proceeds to Mr. Schroeder, who is president and a director of the Company. In July 2002, the loan was paid in full. We made a cash distribution of $1.00 per share payable
on June 20, 2003 to stockholders of record as of June 6, 2003. The aggregate amount of this distribution was $33,927,297. No other portion of the proceeds of our initial public offering were paid directly or indirectly to any director, officer or
general partner of us or our associates, persons owning ten percent or more of any class of our equity securities, or an affiliate of us.



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ITEM 3.Default upon Senior Securities



Not Applicable.



ITEM 4.Submission of Matters to a Vote of Security Holders



At the Companys Annual Meeting of Stockholders (Annual Meeting) held on June 3, 2003, the Companys stockholders approved the
following:



(1) To elect the following directors as Class III
Directors for a three-year term to extend until the Companys 2006 annual meeting of stockholders and until his successor is duly elected and qualified:



|Nominee                                                                                                                     |  | For        |  | Withheld |  | Against/Abstain |  | BrokerNonVotes
|--------------------------------------------------------------------------------------------------------------------------- |  | ---------- |  | -------- |  | --------------- |  | --------------
|Walter W. Schroeder                                                                                                         |  | 30,700,286 |  | 177,439  |  |                |  |              
|Robert W. Shaw, Jr.                                                                                                         |  | 30,700,286 |  | 177,439  |  |                |  |              
|                                                                                                                            |  |            |  |         
|(2) To ratify the selection of PricewaterhouseCoopers LLP as the Companys independent auditors for the current fiscal year |  | 27,404,500 |  |         |  | 3,473,225       |  |              



ITEM 5.Other Information



Not Applicable.



ITEM 6.Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits
| | --- |  | --------



Exhibit 31Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



Exhibit 32Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002



| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------



On May 22, 2003, the Registrant filed a Current Report on Form 8-K describing the Registrants plans to acquire Northern Power Systems, Inc. and the
Registrants Bonding Support Agreement and Security Agreement with Northern.



On May 6, 2003, the Registrant furnished a Current Report on Form 8-K under Item 9, containing a copy of its earnings release for the period ended March 31, 2003 (including financial statements) pursuant to Item 12
(Results of Operations and Financial Condition).



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##### Table of Contents

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.



Date: August 11, 2003



PROTON ENERGY SYSTEMS, INC.(Registrant)By:

/s/    WALTER W.
SCHROEDERWalter W. Schroeder Chief Executive OfficerBy:

/s/    JOHN A.
GLIDDENJohn A. Glidden Vice President of Finance (Principal Financial and Accounting Officer)




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