##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the three months ended December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 to
 Commission File No. 0-20600
 
 ZOLTEK COMPANIES, INC.
 
  Missouri
    
    43-1311101(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)3101 McKelvey Road, St. Louis, Missouri
    
    63044(Address of principal executive offices)
    
    (Zip Code)
  þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



ZOLTEK COMPANIES, INC.
INDEX
 PART I. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements (Unaudited)
    
    
    3Condensed Consolidated Balance Sheets  December 31, 2007 and September 30, 2007
    
    
    3Condensed Consolidated Statements of Operations  Three Months Ended December 31, 2007 and 2006
    
    
    4Condensed Consolidated Statement of Changes in Shareholders Equity  December 31, 2007
    
    
    5Condensed
Consolidated Statements of Comprehensive Income  Three Months Ended December 31, 2007 and 2006
    
    
    5Condensed Consolidated Statements of Cash Flows  Three Months Ended December 31, 2007 and 2006
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    28PART II. OTHER INFORMATION
    
    
    30Item 1. Legal Proceedings
    
    
    30Item 4. Submission of Matters to a Vote of Security Holders
    
    
    30Item 6. Exhibits
    
    
    30SIGNATURES
    
    
    31EXHIBIT INDEX
    
    
    32Amendment to Credit AgreementCertificationCertificationCertificationCertification
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 ZOLTEK COMPANIES, INC.  CONDENSED CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    September 30,2007
    
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    63,649
    
    
    $
    121,761Restricted cash
    
    
    23,500
    
    
    
    13,815Accounts receivable, less allowance for doubtful accounts of $971 and
$1,150, respectively
    
    
    31,997
    
    
    
    37,495Inventories
    
    
    35,168
    
    
    
    27,941Other current assets
    
    
    16,425
    
    
    
    10,858Total current assets
    
    
    170,739
    
    
    
    211,870Property and equipment, net
    
    
    235,566
    
    
    
    188,801Other assets
    
    
    2,488
    
    
    
    2,928Total assets
    
    $
    408,793
    
    
    $
    403,599Liabilities and Shareholders EquityCurrent liabilities:Current maturities of long-term debt
    
    $
    12,982
    
    
    $
    13,813Trade accounts payable
    
    
    15,193
    
    
    
    17,253Legal liabilities
    
    
    24,384
    
    
    
    24,543Accrued expenses and other liabilities
    
    
    7,793
    
    
    
    8,305Total current liabilities
    
    
    60,352
    
    
    
    63,914Long-term debt, less current maturities
    
    
    5,939
    
    
    
    6,851Hungarian grant, long-term
    
    
    8,828
    
    
    
    7,969Deferred tax liabilities
    
    
    4,120
    
    
    
    4,046Other long-term liabilities
    
    
    53
    
    
    
    52Total liabilities
    
    
    79,292
    
    
    
    82,832Commitments and contingencies (see Note 8)Shareholders equity:Preferred stock, $.01 par value, 1,000,000 shares authorized,
no shares issued or outstanding
    
    
    
    
    
    
    Common stock, $.01 par value, 50,000,000 shares authorized, 33,854,890 and
33,653,735 shares issued and outstanding at December 31, 2007 and
September 30, 2007, respectively
    
    
    339
    
    
    
    337Additional paid-in capital
    
    
    480,260
    
    
    
    476,205Accumulated deficit
    
    
    (161,420
    )
    
    
    (164,024
    )Accumulated other comprehensive income
    
    
    10,322
    
    
    
    8,249Total shareholders equity
    
    
    329,501
    
    
    
    320,767Total liabilities and shareholders equity
    
    $
    408,793
    
    
    $
    403,599
  3




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##### Table of Contents



ZOLTEK COMPANIES, INC.
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 Three months ended December 31,2007
    
    
    2006Net sales
    
    $
    40,072
    
    
    $
    30,285Cost of sales
    
    
    29,313
    
    
    
    22,434Gross profit
    
    
    10,759
    
    
    
    7,851Application and development costs
    
    
    1,896
    
    
    
    1,592Selling, general and administrative expenses
    
    
    4,072
    
    
    
    3,242Operating income from continuing operations
    
    
    4,791
    
    
    
    3,017Other income (expense):Interest expense, excluding amortization of financing fees and debt
discount
    
    
    (678
    )
    
    
    (1,060
    )Amortization of financing fees and debt discount
    
    
    (1,554
    )
    
    
    (1,303
    )Warrant issuance expense
    
    
    
    
    
    
    (6,362
    )Gain on value of warrants and conversion feature
    
    
    
    
    
    
    204Interest income
    
    
    1,192
    
    
    
    386Other, net
    
    
    (142
    )
    
    
    (274
    )Income (loss) from continuing operations before income taxes
    
    
    3,609
    
    
    
    (5,392
    )Income tax expense
    
    
    1,005
    
    
    
    203Net income (loss) from continuing operations
    
    
    2,604
    
    
    
    (5,595
    )Discontinued operations:Net loss on discontinued operations, net of taxes
    
    
    
    
    
    
    (68
    )Net income (loss)
    
    $
    2,604
    
    
    $
    (5,663
    )Net income (loss) per share:Basic income (loss) per share:Continuing operations
    
    $
    0.08
    
    
    $
    (0.22
    )Discontinued operations
    
    
    0.00
    
    
    
    0.00Total
    
    $
    0.08
    
    
    $
    (0.22
    )Diluted income (loss) per share:Continuing operations
    
    $
    0.08
    
    
    $
    (0.23
    )Discontinued operations
    
    
    0.00
    
    
    
    0.00Total
    
    $
    0.08
    
    
    $
    (0.23
    )Weighted average common shares outstanding  basic
    
    
    33,756,205
    
    
    
    25,944,705Weighted average common shares outstanding  diluted
    
    
    33,956,205
    
    
    
    25,960,705
  4




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##### Table of Contents



ZOLTEK COMPANIES, INC.
 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
 Addl
    
    
    
    
    
    
    Accumulated OtherCommon
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Total ShareholdersStock
    
    
    Capital
    
    
    Deficit
    
    
    Income
    
    
    EquityBalance, September 30, 2007
    
    $
    337
    
    
    $
    476,205
    
    
    $
    (164,024
    )
    
    $
    8,249
    
    
    $
    320,767Convertible debt converted
    
    
    2
    
    
    
    2,851
    
    
    
    
    
    
    
    
    
    
    
    2,853Stock option compensation expense
    
    
    
    
    
    
    484
    
    
    
    
    
    
    
    
    
    
    
    484Warrants exercised
    
    
    
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    25Exercise of stock options
    
    
    
    
    
    
    695
    
    
    
    
    
    
    
    
    
    
    
    695Net income
    
    
    
    
    
    
    
    
    
    
    2,604
    
    
    
    
    
    
    
    2,604Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,073
    
    
    
    2,073Balance, December 31, 2007
    
    $
    339
    
    
    $
    480,260
    
    
    $
    (161,420
    )
    
    $
    10,322
    
    
    $
    329,501
 
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 Three months ended December 31,2007
    
    

2006Net income (loss)
    
    $
    2,604
    
    
    $
    (5,663
    )Foreign currency translation adjustments
    
    
    2,073
    
    
    
    11,486Comprehensive income
    
    $
    4,677
    
    
    $
    5,823
  5




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##### Table of Contents



ZOLTEK COMPANIES, INC.
 CONSDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three months endedDecember 31,2007
    
    
    2006Cash flows from operating activities:Net income (loss)
    
    $
    2,604
    
    
    $
    (5,663
    )Net loss from discontinued operations
    
    
    
    
    
    
    68Net income (loss) from continuing operations
    
    
    2,604
    
    
    
    (5,595
    )Adjustments to reconcile net income (loss) to net cash from operating activities:Depreciation and amortization
    
    
    3,360
    
    
    
    2,010Amortization of financing fees and debt discount
    
    
    1,554
    
    
    
    1,303Warrant issue expense
    
    
    
    
    
    
    6,362Gain on value of warrants and conversion feature
    
    
    
    
    
    
    (204
    )Foreign currency transaction losses
    
    
    226
    
    
    
    274Deferred taxes
    
    
    64
    
    
    
    Stock option compensation expense
    
    
    484
    
    
    
    117Changes in assets and liabilities:Decrease in accounts receivable
    
    
    5,667
    
    
    
    844Increase in inventories
    
    
    (7,007
    )
    
    
    (5,824
    )Increase in other current assets and other assets
    
    
    (6,146
    )
    
    
    (923
    )(Decrease) increase in trade accounts payable
    
    
    (2,351
    )
    
    
    4,853(Decrease) increase in accrued expenses and other liabilities
    
    
    856
    
    
    
    (413
    )Decrease in legal liabilities
    
    
    (159
    )
    
    
    (75
    )Decrease in other long-term liabilities
    
    
    
    
    
    
    119Net cash (used in) provided by continuing operations
    
    
    (848
    )
    
    
    2,848Net cash provided by discontinued operations
    
    
    
    
    
    
    880Net cash (used in) provided by operating activities
    
    
    (848
    )
    
    
    3,728Cash flows from investing activities:Purchases of property and equipment
    
    
    (12,480
    )
    
    
    (12,338
    )Proceeds from Hungarian government grant
    
    
    779
    
    
    
    Purchase of the Mexico facility
    
    
    (35,000
    )
    
    
    Change in cash restricted for letters of credit
    
    
    (9,685
    )
    
    
    6,634Net cash used in investing activities
    
    
    (56,386
    )
    
    
    (5,704
    )Cash flows from financing activities:Proceeds from exercise of stock options and warrants
    
    
    720
    
    
    
    12,659Proceeds from issuance of convertible debt
    
    
    
    
    
    
    7,495Proceeds from issuance of note payable to related party
    
    
    
    
    
    
    10,000Payment of financing fees
    
    
    
    
    
    
    (641
    )(Repayment) borrowings under notes payable and long-term debt
    
    
    (1,550
    )
    
    
    243Net cash (used in) provided by financing activities
    
    
    (830
    )
    
    
    29,756Effect of exchange rate changes on cash and cash equivalents
    
    
    (48
    )
    
    
    293Net (decrease) increase in cash and cash equivalents
    
    
    (58,112
    )
    
    
    28,073Cash and cash equivalents at beginning of period
    
    
    121,761
    
    
    
    10,803Cash and cash equivalents at end of period
    
    $
    63,649
    
    
    $
    38,876Non-cash conversion of convertible debentures
    
    $
    2,853
    
    
    $
    1,200Net cash paid during the period for income taxes
    
    $
    316
    
    
    $
    Net cash paid during the period for interest
    
    $
    446
    
    
    $
    2,746
  6




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##### Table of Contents



ZOLTEK COMPANIES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1. ORGANIZATION AND BASIS OF PRESENTATION
  Basis
of Presentation
   Adoption
of New Accounting Standards
  2. INVENTORIES
  December 31,
    
    
    September 30,2007
    
    
    2007Raw materials
    
    $
    13,412
    
    
    $
    7,941Work-in-process
    
    
    9,601
    
    
    
    11,832Finished goods
    
    
    11,551
    
    
    
    7,632Supplies and other
    
    
    604
    
    
    
    536$
    35,168
    
    
    $
    27,941
  3. SEGMENT INFORMATION
   7




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##### Table of Contents



Three months ended December 31, 2007Carbon
    
    Technical
    
    Corporate/Fibers
    
    Fibers
    
    Other
    
    TotalNet sales
    
    $
    34,120
    
    
    $
    5,033
    
    
    $
    919
    
    
    $
    40,072Cost of sales
    
    
    24,958
    
    
    
    3,713
    
    
    
    642
    
    
    
    29,312Gross profit
    
    
    9,162
    
    
    
    1,320
    
    
    
    277
    
    
    
    10,760Operating income (loss)
    
    
    7,816
    
    
    
    83
    
    
    
    (3,107
    )
    
    
    4,792Depreciation and amortization expense
    
    
    2,593
    
    
    
    542
    
    
    
    225
    
    
    
    3,360Capital expenditures
    
    
    12,062
    
    
    
    316
    
    
    
    102
    
    
    
    12,480
 Three months ended December 31, 2006Carbon
    
    Technical
    
    Corporate/Fibers
    
    Fibers
    
    Other
    
    TotalNet sales
    
    $
    21,121
    
    
    $
    8,519
    
    
    $
    645
    
    
    $
    30,285Cost of sales
    
    
    16,476
    
    
    
    5,671
    
    
    
    287
    
    
    
    22,434Gross profit
    
    
    4,645
    
    
    
    2,848
    
    
    
    358
    
    
    
    7,851Operating income (loss)
    
    
    2,655
    
    
    
    2,510
    
    
    
    (2,148
    )
    
    
    3,017Depreciation and amortization expense
    
    
    1,347
    
    
    
    550
    
    
    
    113
    
    
    
    2,010Capital Expenditures
    
    
    9,260
    
    
    
    1,761
    
    
    
    1,317
    
    
    
    12,338
 Total AssetsCarbon
    
    Technical
    
    Corporate/Fibers
    
    Fibers
    
    Other
    
    TotalDecember 31, 2007
    
    $
    276,569
    
    
    $
    34,566
    
    
    $
    97,658
    
    
    $
    408,793September 30, 2007
    
    
    217,662
    
    
    
    36,833
    
    
    
    149,104
    
    
    
    403,599
 4. FINANCING
 Fiscal 2008 Financing Activity
   Fiscal 2007 Financing Activity
  8




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##### Table of Contents



Bond Related to SP Systems Case
   Hungarian Government Grant
   Convertible Debt
   9




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##### Table of Contents



OUTSTANDING CONVERTIBLE DEBT ISSUANCES
 MAY
    
    JULY
    
    OCTOBER2006(1)
    
    2006(1)
    
    2006(1)Amount of debenture (millions)
    
    $
    20.0
    
    
    $
    2.5
    
    
    $
    7.5Per share conversion price on
debenture
    
    $
    25.51
    
    
    $
    25.51
    
    
    $
    25.51Interest rate
    
    
    7.5
    %
    
    
    7.5
    %
    
    
    7.5
    %Term of debenture
    
    42 months
    
    42 months
    
    42 monthsWarrants issued
    
    
    274,406
    
    
    
    34,370
    
    
    
    102,835Term of warrants
    
    60 months
    
    60 months
    
    60 monthsPer share exercise price of
warrants
    
    $
    28.06
    
    
    $
    28.06
    
    
    $
    28.06Fair value per warrant at
issuance
    
    $
    26.03
    
    
    $
    23.89
    
    
    $
    22.13Value per share conversion
feature at issuance
    
    $
    18.80
    
    
    $
    19.21
    
    
    $
    19.57Stock price on date of agreement
    
    $
    32.25
    
    
    $
    29.28
    
    
    $
    26.81Stock volatility at issuance
    
    
    106
    %
    
    
    111
    %
    
    
    117
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Risk-free interest rate at issuance
    
    
    4.88
    %
    
    
    4.88
    %
    
    
    4.65
    %Converted
    
    Partial
    
    Partial
    
    PartialWarrants exercised
    
    No
    
    No
    
    Partial
 
 (1)
    
    The May 2006, July 2006 and October 2006 issuances have a beneficial conversion feature. 10




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##### Table of Contents



Warrant and Conversion Features
   Three months ended December 31, 2006ConversionWarrants
    
    
    Features
    
    
    TotalJanuary 2004 issuance  mark to market
    
    $
    204
    
    
    $
    
    
    
    $
    204Gain on value of warrants and
conversion feature
    
    $
    204
    
    
    $
    
    
    
    $
    204
 Amortization of Financing Fees and Debt Discount
    Three
months ended December 31, 2007ConversionWarrants
    
    
    Features
    
    
    TotalMay 2006 issuance
    
    $
    416
    
    
    $
    614
    
    
    $
    1,030July 2006 2005 issuance
    
    
    73
    
    
    
    90
    
    
    
    163October 2006 issuance
    
    
    117
    
    
    
    133
    
    
    
    250$
    606
    
    
    $
    837
    
    
    $
    1,443Deferred financing costs
    
    
    
    
    
    
    
    
    
    
    111Total
    
    
    
    
    
    
    
    
    
    $
    1,554
 Three
months ended December 31, 2006ConversionWarrants
    
    Features
    
    TotalSeptember 2005 issuance
    
    $
    61
    
    
    $
    
    
    
    $
    61December 2005 issuance
    
    
    109
    
    
    
    
    
    
    
    109February 2006 issuance
    
    
    77
    
    
    
    172
    
    
    
    249
 11




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##### Table of Contents



May 2006 issuance
    
    
    233
    
    
    
    343
    
    
    
    576May 2006 issuance
    
    
    22
    
    
    
    27
    
    
    
    49July 2006 issuance
    
    
    35
    
    
    
    41
    
    
    
    76$
    537
    
    
    $
    583
    
    
    $
    1,120Deferred financing costs
    
    
    
    
    
    
    
    
    
    
    183Total
    
    
    
    
    
    
    
    
    
    $
    1,303
  December 31, 2007ConversionWarrants
    
    
    Feature
    
    
    TotalMay 2006 issuance
    
    $
    3,994
    
    
    $
    5,897
    
    
    $
    9,891July 2006 issuance
    
    
    527
    
    
    
    634
    
    
    
    1,161October 2006 issuance
    
    
    779
    
    
    
    896
    
    
    
    1,675$
    5,300
    
    
    $
    7,427
    
    
    $
    12,727Debt acquisition cost and financing fees
    
    
    
    
    
    
    
    
    
    
    796Total
    
    
    
    
    
    
    
    
    
    $
    13,523
 September 30, 2007ConversionWarrants
    
    
    Feature
    
    
    TotalMay 2006 issuance
    
    $
    4,728
    
    
    $
    6,981
    
    
    $
    11,709July 2006 issuance
    
    
    403
    
    
    
    485
    
    
    
    888October 2006 issuance
    
    
    1,236
    
    
    
    1,422
    
    
    
    2,658$
    6,367
    
    
    $
    8,888
    
    
    $
    15,255Debt acquisition cost and financing fees
    
    
    
    
    
    
    
    
    
    
    985Total
    
    
    
    
    
    
    
    
    
    $
    16,240
 Earnings Per Share
   Three months endedDecember 31,2007
    
    
    2006Numerators:Income (loss) from continuing operations
    
    $
    2,604
    
    
    
    (5,595
    )Impact of convertible debt and warrants:Less: gain on value of beneficial conversion feature and warrants
    
    
    
    
    
    
    (204
    )Income (loss) from continuing operations
    
    
    2,604
    
    
    
    (5,799
    )Loss from discontinued operations
    
    
    
    
    
    
    (68
    )Net income (loss)
    
    $
    2,604
    
    
    
    (5,867
    )Denominators:Average shares outstanding  basic
    
    
    33,756
    
    
    
    25,945Impact of convertible debt, warrants and stock options
    
    
    200
    
    
    
    16Average shares outstanding  diluted
    
    
    33,956
    
    
    
    25,961
 12




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##### Table of Contents



Three months endedDecember 31,2007
    
    
    2006Income (loss) per share  basic:Continuing operations
    
    $
    0.08
    
    
    $
    (0.22
    )Discontinued operations
    
    
    0.00
    
    
    
    0.00Basic income (loss) per share
    
    $
    0.08
    
    
    $
    (0.22
    )Income (loss) per share  diluted:Continuing operations
    
    $
    0.08
    
    
    $
    (0.23
    )Discontinued operations
    
    
    0.00
    
    
    
    0.00Diluted income (loss) per share
    
    $
    0.08
    
    
    $
    0.23
 5. DEBT
 Credit Facilities
    December 31,
    
    
    September 30,2007
    
    
    2007Note payable with interest at 9%, payable in eleven monthly installments of
principal and interest of $15 to maturity in January 2009
    
    $
    1,261
    
    
    $
    1,272Non-interest bearing note payable (discounted at 8%) to the City of Abilene, Texas
to be repaid from real estate and personal property tax abatements
    
    
    2,065
    
    
    
    2,030Facilities with Hungarian banks (interest rate of 5.5% to 10.6%)
    
    
    4,974
    
    
    
    6,417Convertible
debentures final payment due November 2009 bearing interest at
8.8%
    
    
    14,600
    
    
    
    16,200Convertible debentures final payment due January 2010 bearing interest at 7.5%
    
    
    2,255
    
    
    
    2,505Convertible debentures final payment due January 2010 bearing interest at 7.5%
    
    
    6,494
    
    
    
    7,495Total long-term debt including current maturities
    
    
    31,649
    
    
    
    35,919Less: Debt discount associated with conversion feature and warrants
    
    
    (12,728
    )
    
    
    (15,255
    )Less: Amounts payable within one year, net of discount of $5,867 and $7,006
    
    
    (12,982
    )
    
    
    (13,813
    )Total long-term debt, less current maturities
    
    $
    5,939
    
    
    $
    6,851
 13




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##### Table of Contents



6. DISCONTINUED OPERATIONS
  Three months endedDecember 31, 2006Net sales
    
    $
    1,293Cost of sales
    
    
    1,252Gross profit
    
    
    41Selling, general and administrative expenses
    
    
    87Income (loss) from operations
    
    
    (46
    )Other (loss) income
    
    
    (22
    )Income (loss) on discontinued operations
    
    $
    (68
    )
 7. STOCK OPTION COMPENSATION EXPENSE
  1
 Wtd. Avg.
    
    Wtd. Avg.
    
    Wtd. Avg.Options
    
    Exercise Price
    
    Exercisable
    
    Exercise PriceBalance, September 30, 2007
    
    
    369,810
    
    
    $
    16.02
    
    
    
    264,800
    
    
    $
    17.23Granted
    
    
    150,000
    
    
    
    29.70Exercised
    
    
    (85,213
    )
    
    
    8.16Balance, December 31, 2007
    
    
    434,597
    
    
    
    22.28
    
    
    
    272,097
    
    
    
    16.80
  Options Outstanding
    
    Options ExercisableRange of
    
    
    
    
    
    Wtd. Avg.
    
    Wtd. Avg.
    
    
    
    
    
    Wtd. Avg.Exercise Prices
    
    Number
    
    Remaining Life
    
    Exercise Price
    
    Number
    
    Exercise Price$
    1.33-2.80
    
    
    
    17,000
    
    
    5 years
    
    $
    2.44
    
    
    
    17,000
    
    
    $
    2.443.25-5.67
    
    
    
    15,000
    
    
    4 years
    
    
    5.25
    
    
    
    15,000
    
    
    
    5.256.25-9.25
    
    
    
    62,587
    
    
    7 years
    
    
    8.17
    
    
    
    62,587
    
    
    
    8.179.60-15.99
    
    
    
    82,510
    
    
    7 years
    
    
    13.80
    
    
    
    82,510
    
    
    
    14.0726.22-39.00
    
    
    
    257,500
    
    
    8 years
    
    
    30.72
    
    
    
    95,000
    
    
    
    29.491.33-39.00
    
    
    
    434,597
    
    
    8 years
    
    
    22.28
    
    
    
    272,097
    
    
    
    16.80
  14




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##### Table of Contents



Assumptions
    
    Fiscal 2008
    
    Fiscal 2007Expected life of option
    
    4 years
    
    3 & 7.5 yearsRisk-free interest rate
    
    
    4.9
    %
    
    
    4.9
    %Volatility of stock
    
    
    66
    %
    
    
    66
    %Forfeiture experience
    
    
    44
    %
    
    
    30
    %
   8. COMMITMENTS AND CONTINGENCIES
 Legal
    15




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##### Table of Contents



Concentration of Credit Risk
   Environmental
  Sources of Supply
  9.
INCOME TAXES
    10. NEW ACCOUNTING PRONOUNCEMENTS
   16




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 General
       17




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RESULTS OF OPERATIONS
 THREE MONTHS ENDED DECEMBER 31, 2007 COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2006
    18




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19




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##### Table of Contents



Liquidity and Capital Resources
  Cash Provided By (Used In) Continuing Operating Activities
  Cash Provided By Discontinued Operating Activities
  Cash Used In Investing Activities
    20




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##### Table of Contents



Cash Provided By Financing Activities
  Future
Contractual Obligations
  Less thanTotal
    
    
    1 year
    
    
    1-3 yearsConvertible debentures (a)
    
    $
    23,349
    
    
    $
    11,077
    
    
    $
    12,272Long-term debt, including current maturities (a)
    
    
    8,299
    
    
    
    8,299
    
    
    
    Total debt
    
    
    31,648
    
    
    
    19,376
    
    
    
    12,272Operating leases
    
    
    163
    
    
    
    40
    
    
    
    123Total debt and operating leases
    
    
    31,811
    
    
    
    19,416
    
    
    
    12,395Contractual interest payments (b)
    
    
    1,920
    
    
    
    1,346
    
    
    
    574Accrued litigation cost (c)
    
    
    24,384
    
    
    
    24,384
    
    
    
    Purchase obligations (d)
    
    
    2,560
    
    
    
    2,560
    
    
    
    Total contractual obligations
    
    $
    60,675
    
    
    $
    47,706
    
    
    $
    12,969
  Conversion
    
    
    
    
    
    
    Less thanprice
    
    
    Total
    
    
    1 year
    
    
    1-3 yearsTotal contractual obligation
    
    
    
    
    
    $
    60,675
    
    
    $
    47,706
    
    
    $
    12,969May 2006 issuance
    
    $
    25.51
    
    
    
    (14,600
    )
    
    
    (7,300
    )
    
    
    (7,300
    )July and October 2006 issuance
    
    $
    25.51
    
    
    
    (8,749
    )
    
    
    (3,777
    )
    
    
    (4,972
    )Interest payments
    
    
    
    
    
    
    (1,920
    )
    
    
    (1,345
    )
    
    
    (575
    )Total contractual obligations assuming
conversion on December 31, 2007
    
    
    
    
    
    $
    35,406
    
    
    $
    35,284
    
    
    $
    122
   (a)
    
    Convertible debentures and long-term debt are presented on the balance sheet net of debt
discount of $12.7 million.(b)
    
    Amounts represent the expected cash payment for interest on our debt.(c)
    
    Amount includes $18.6 million accrued for potential damages and litigation cost related to SP
Systems case and $5.8 million related to the investment banker case and other pending
litigation. See Note 8 to the condensed consolidated financial
statements.(d)
    
    Purchase obligations include agreements to purchase goods or services that are enforceable
and legally binding and that specify all significant terms, including fixed or minimum
quantities to be purchased, fixed, minimum or variable price provisions, and
 21




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Fiscal 2008 Financing Activity
   Fiscal 2007 Financing Activity
  Bond Related to SP Systems Case
   Hungarian Government Grant
   22




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Convertible Debt
     MAY
    
    JULY
    
    OCTOBER2006(1)
    
    2006(1)
    
    2006(1)Amount of debenture (millions)
    
    $
    20.0
    
    
    $
    2.5
    
    
    $
    7.5Per share conversion price on
debenture
    
    $
    25.51
    
    
    $
    25.51
    
    
    $
    25.51Interest rate
    
    
    7.5
    %
    
    
    7.5
    %
    
    
    7.5
    %Term of debenture
    
    42 months
    
    42 months
    
    42 monthsWarrants issued
    
    
    274,406
    
    
    
    34,370
    
    
    
    102,835Term of warrants
    
    60 months
    
    60 months
    
    60 monthsPer share exercise price of
warrants
    
    $
    28.06
    
    
    $
    28.06
    
    
    $
    28.06Fair value per warrant at
issuance
    
    $
    26.03
    
    
    $
    23.89
    
    
    $
    22.13Value per share conversion
feature at issuance
    
    $
    18.80
    
    
    $
    19.21
    
    
    $
    19.57Stock price on date of agreement
    
    $
    32.25
    
    
    $
    29.28
    
    
    $
    26.81Stock volatility at issuance
    
    
    106
    %
    
    
    111
    %
    
    
    117
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Risk-free interest rate at issuance
    
    
    4.88
    %
    
    
    4.88
    %
    
    
    4.65
    %Converted
    
    Partial
    
    Partial
    
    PartialWarrants exercised
    
    No
    
    No
    
    Partial
 
 (1)
    
    The May 2006, July 2006 and October 2006 issuances have a beneficial conversion feature. 23




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##### Table of Contents



Warrant and Conversion Features
   Three months ended December 31, 2006ConversionWarrants
    
    
    Features
    
    
    TotalJanuary 2004 issuance  mark to market
    
    $
    204
    
    
    $
    
    
    
    $
    204Gain on value of warrants and
conversion feature
    
    $
    204
    
    
    $
    
    
    
    $
    204
 Amortization of Financing Fees and Debt Discount
    Quarter Ended December 31, 2007ConversionWarrants
    
    
    Features
    
    
    TotalMay 2006 issuance
    
    $
    416
    
    
    $
    614
    
    
    $
    1,030July 2006 2005 issuance
    
    
    73
    
    
    
    90
    
    
    
    163October 2006 issuance
    
    
    117
    
    
    
    133
    
    
    
    250$
    606
    
    
    $
    837
    
    
    $
    1,443Deferred financing costs
    
    
    
    
    
    
    
    
    
    
    111Total
    
    
    
    
    
    
    
    
    
    $
    1,554
 24




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##### Table of Contents



Quarter Ended December 31, 2006ConversionWarrants
    
    
    Features
    
    
    TotalSeptember 2005 issuance
    
    $
    61
    
    
    $
    
    
    
    $
    61December 2005 issuance
    
    
    109
    
    
    
    
    
    
    
    109February 2006 issuance
    
    
    77
    
    
    
    172
    
    
    
    249May 2006 issuance
    
    
    233
    
    
    
    343
    
    
    
    576May 2006 issuance
    
    
    22
    
    
    
    27
    
    
    
    49July 2006 issuance
    
    
    35
    
    
    
    41
    
    
    
    76$
    537
    
    
    $
    583
    
    
    $
    1,120Deferred financing costs
    
    
    
    
    
    
    
    
    
    
    183Total
    
    
    
    
    
    
    
    
    
    $
    1,303
  December 31, 2007ConversionWarrants
    
    
    Feature
    
    
    TotalMay 2006 issuance
    
    $
    3,994
    
    
    $
    5,897
    
    
    $
    9,891July 2006 issuance
    
    
    527
    
    
    
    634
    
    
    
    1,161October 2006 issuance
    
    
    779
    
    
    
    896
    
    
    
    1,675$
    5,300
    
    
    $
    7,427
    
    
    $
    12,727Debt acquisition cost and financing fees
    
    
    
    
    
    
    
    
    
    
    796Total
    
    
    
    
    
    
    
    
    
    $
    13,523
 September 30, 2007ConversionWarrants
    
    
    Feature
    
    
    TotalMay 2006 issuance
    
    $
    4,728
    
    
    $
    6,981
    
    
    $
    11,709July 2006 issuance
    
    
    403
    
    
    
    485
    
    
    
    888October 2006 issuance
    
    
    1,236
    
    
    
    1,422
    
    
    
    2,658$
    6,367
    
    
    $
    8,888
    
    
    $
    15,255Debt acquisition cost and financing fees
    
    
    
    
    
    
    
    
    
    
    985Total
    
    
    
    
    
    
    
    
    
    $
    16,240
 Legal
   25




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NEW ACCOUNTING PRONOUNCEMENTS
    
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
   26




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* * *
 Special Note Regarding Forward-Looking Statements
   * * *
 27




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Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
    
    
    The Company did not maintain effective entity level controls and procedures to prevent
certain accounting entries from being recorded prior to formal documentation of the
arrangements being obtained. Specifically, the Company lacked effective policies and
procedures for the review of revenue associated with certain customers sales contracts.
Additionally, the Company lacked effective policies and procedures to insure use of an
appropriate measurement date for the valuation of certain share-based payments (i.e., stock
options).
    
    The Company did not maintain effective policies and procedures related to the assessment
of reserves for possible liability arising from certain litigation matters.
  Changes in Internal Control Over Financial Reporting
  Managements Remediation Initiatives and Interim Measures
   
    
    Periodic meetings involving senior management, accounting and financial reporting
personnel, and applicable department responsible for contract oversight to confirm
documented terms and conditions have not been altered; and
 28




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##### Table of Contents




    
    Review by financial reporting department of all existing significant contracts (and
establish requirement of all future contracts) for accounting implications, and
preparation of and approval by Chief Financial Officer of memo summarizing proper
accounting treatment.
  
    
    Establish formal policies and procedures in the granting and allocation process to
ensure that the measurement date and the grant date are the same;
    
    Establish formal policies and procedures to develop inter-departmental communication
protocol whereby the share-based compensation administrator will timely notify
accounting personnel of grants, modifications to grants, or other relevant information
so that accounting can make the necessary fair value adjustments;
    
    A member of our financial reporting and human resources groups will be consulted in
respect to assisting the share-based compensation administrator in the oversight of
documentation and accounting for all stock option grants; and
    
    Enhance the knowledge base of our personnel including providing instruction to the
share-based compensation administrator, Vice-President-Human Resources, Compensation
Committee and Chief Executive Officer regarding the definition of measurement date
issues for subsequent administration and instruction regarding the requirements of FAS
123(R) so they can properly account for share-based compensation.
  
    
    Liability requirements as quantified by the accounting and financial reporting
departments will be reviewed by the Audit Committee and outside legal counsel on a
quarterly basis; and
    
    Outside accounting professionals, when deemed necessary, will be consulted to assist
with interpretation and clarification of accounting standards.
 29




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ZOLTEK COMPANIES, INC.
 
 PART II. OTHER INFORMATION
 
   
   1.
    
    Zsolt Rumy and Charles A. Dill were re-elected as Class III
directors of the registrant, with the results of the voting as follows:
 Votes for
    
    Votes withheldZsolt Rumy
    
    
    22,795,847
    
    
    
    11,035,264Charles A. Dill
    
    
    27,821,301
    
    
    
    6,009,810
 2.
    
    The proposal to approve the Zoltek Companies, Inc. 2008 Director
Incentive Plan, with the results of the voting as follows:
 Votes for:
    
    
    12,276,760Votes against:
    
    
    8,934,049Votes withheld:
    
    
    85,015
 3.
    
    The proposal to approve the Zoltek Companies, Inc. 2008 Long-Term
Incentive Plan, with the results of the voting as follows:
 Votes for:
    
    
    17,875,453Votes against:
    
    
    3,348,375Votes withheld:
    
    
    71,996
 4.
    
    The proposal to approve the ratification of Grant Thornton, LLP as
the Companys independent registered public accounting firm, with the results of
the voting as follows:
 Votes for:
    
    
    29,138,671Votes against:
    
    
    147,125Votes withheld:
    
    
    40,031
 
   30




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SIGNATURE
  Zoltek Companies, Inc.(Registrant)Date:  February 11, 2008
    By:
    /s/ KEVIN SCHOTTKevin SchottChief Financial Officer 31




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EXHIBIT INDEX
 Exhibit Number
    
    Description of Document10.1
    
    Third Amendment to Credit Agreement, dated as of January 13, 2003, by and among Zoltek
Companies, Inc., Zoltek Corporation, Cape Composites, Inc., Engineering Technology
Corporation, Zoltek Properties, Inc. and Southwest Bank of St. Louis filed as Exhibit 10.14 to
Registrants Annual Report on Form 10-K for the fiscal year ended September 30, 2003, is
filed herewith31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934, as amended.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934, as amended.32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 32