Quantum Fuel Systems Technologies Worldwide (QTWW) 8-K/A Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) January 11, 2008

QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-49629	33-0933072
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17872 Cartwright Road Irvine, CA 92614	92614
(Address of principal executive offices)	(Zip Code)

(949) 399-4500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 9.01. Financial Statements and Exhibits.

This Form 8-K/A is being filed to amend the Current Report on Form 8-K, dated January 11, 2008, filed by the Registrant with the Securities and Exchange Commission the (“SEC”) on January 17, 2008, to add the pro forma financial information disclosures required under Item 9.01 as a result of the Registrant’s transfer of the Tecstar business segment and the related debt restructuring.

(b)Pro forma financial information

Management is in the process of determining the net gain or loss in connection with the debt restructuring and transfer of assets of the Tecstar business unit as described in Item 1.01 of the Current Report as the results of operations for all Tecstar subsidiaries through the close date of the transfer have not been finalized. The payment of $1.0 million in connection with the agreements that release the Registrant of liability from claims under several debt notes, agreements and guarantees, claims for indemnification, contribution, reimbursement or subrogation, and covenants not to sue on account of any of the released claims, as described more fully in the Release Agreements, will be a component of the above net gain or loss.

The following unaudited pro forma condensed consolidated financial information is being filed herewith to illustrate the effects of the transfer on the historical financial position and operating results of the Registrant:

• Unaudited Pro Forma Condensed Consolidated Balance Sheet at October 31, 2007

• Unaudited Pro Forma Consolidated Statements of Operations for the Six Months Ended October 31, 2007

• Unaudited Pro Forma Consolidated Statements of Operations for the Years Ended April 30, 2007, 2006 and 2005

• Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

The pro forma financial information represents, in the opinion of management, all adjustments necessary to present the Registrant’s pro forma results of operations and financial position in accordance with Article 11 of the United States Securities and Exchange Commission (“SEC”) Regulation S-X and is based upon available information and certain assumptions considered reasonable under the circumstances.

The pro forma condensed consolidated financial statements should be read in conjunction with the Registrant’s unaudited consolidated financial statements and notes thereto included in the Registrant’s Quarterly Report on Form 10-Q for the three months and six months ended October 31, 2007 and audited consolidated financial statements and notes thereto included in the Registrant’s Annual Report on Form 10-K for the years ended April 30, 2007, 2006 and 2005. The pro forma information may not necessarily be indicative of what the Registrant’s financial position or results of operations would have been had the transaction been in effect as of and for the periods presented, nor is such information necessarily indicative of the Registrant’s results of operation or financial position for any future period or date.

2

Quantum Fuel Systems Technologies Worldwide, Inc.

Unaudited Pro Forma Balance Sheet

As of October 31, 2007

The following table shows the unaudited pro forma condensed consolidated balance sheet at October 31, 2007 as if the transfer of the Tecstar business segment and related debt restructure had occurred on that date.

	(a)			(b)						(c)
	Historical			Discontinued Operations Adjustments			Continuing Operations			Pro Forma Adjustments			Pro Forma
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,501,163		$	(2,105,719	)	$	1,395,444		$	4,889,368	(1)	$	6,284,812
Accounts receivable, net		18,510,043			(13,570,963	)		4,939,080						4,939,080
Inventories, net		27,190,575			(18,884,431	)		8,306,144						8,306,144
Other current assets		6,461,051			(3,709,457	)		2,751,594						2,751,594
Total current assets		55,662,832			(38,270,570	)		17,392,262			4,889,368			22,281,630
Property and equipment, net		7,010,018			(3,092,075	)		3,917,943						3,917,943
Restricted cash equivalents and marketable securities		1,000,000			(1,000,000	)		—						—
Deferred loan fees		1,262,616			—			1,262,616			(820,700	)(2)		441,916
Goodwill and intangible assets, net		38,498,077			—			38,498,077						38,498,077
Deposits and other assets		2,167,784			(597,463	)		1,570,321						1,570,321
Total assets	$	105,601,327		$	(42,960,108	)	$	62,641,219		$	4,068,668		$	66,709,887
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	19,033,814		$	(14,458,459	)	$	4,575,355		$	—		$	4,575,355
Accrued interest		852,074			(852,074	)		—						—
Notes payable		2,193,753			(2,193,753	)		—						—
Other current liabilities		10,464,118			(7,378,119	)		3,085,999						3,085,999
Current maturities of long-term debt		53,971,420			(23,647,029	)		30,324,391			5,889,368	(3)		5,500,000
											(30,713,759	)(4)
Total current liabilities		86,515,179			(48,529,434	)		37,985,745			(24,824,391	)		13,161,354
Long-term debt, net of current maturities		—			—			—			30,713,759	(4)		30,713,759
Other accrued liabilities		191,338			(191,338	)		—						—
Minority interests		482,684			—			482,684						482,684
Stockholders’ equity:
Common Stock		78,552			—			78,552						78,552
Additional paid-in-capital		308,850,961			—			308,850,961						308,850,961
Accumulated deficit		(290,588,313	)		5,773,081			(284,815,232	)		(1,820,700	)(5)		(286,635,932	)
Accumulated other comprehensive income (loss)		70,926			(12,417	)		58,509						58,509
Total stockholders’ equity		18,412,126			5,760,664			24,172,790			(1,820,700	)		22,352,090
Total liabilities and stockholders’ equity	$	105,601,327		$	(42,960,108	)	$	62,641,219		$	4,068,668		$	66,709,887

Notes

(a) Reflects the Registrants historical financial position at October 31, 2007.

(b) As a result of the Strict Foreclosure Agreement described in Item 1.01 of the Current Report in which Tecstar assigned to WB Automotive all of it’s right, title and interest in and to the equity interests in Tecstar’s operating subsidiaries, the Tecstar business segment will treated as a discontinued operations for accounting purposes. This column reflects the necessary adjustments to the Registrants historical financial statement to report the Tecstar business segment as being a discontinued operation.

(c) Pro forma adjustments to reflect the debt restructuring and transfer of assets as described in Item 1.01 and 2.03 of the Current Report as if it had occurred on October 31, 2007.

(1) Adjustment to add the net cash received from the credit facility restructured as described in Item 2.03 of the Current Report. Approximately $20.3 million of debt and accrued interest related to the revolving line of credit was replaced with a convertible promissory note totalling $16.2 million and a term note totaling $10 million. Fees of $1.0 million were subtracted from the gross funding in connection with the agreements that releases the Registrant from liability, as described in the Release Agreements.

(2) Adjustment to expense the deferred loan fees associated with revolver portion of the January 31, 2007 credit facility restructured at the close of the above transaction as described in Item 2.03 of the Current Report. The revolver portion approximated 65% of the $1.3 million deferred fees on the Registrants balance sheet on October 31, 2007.

(3) Adjustment to add the net loan payable increase as a result of the credit facility restructured at the close of the above transaction as described in Item 2.03 of the Current Report and footnote (1) above.

(4) Adjustment to reclass the current and long term portions of the remaining debt to show the payments due within one year of the close of the restructured credit facility as current and the remaining payments as long term. Principal payments of $5.5 million under the amended term advance are due within one year and the remaining $30.7 million are due thereafter.

(5) Adjustment to account for the $1.0 million payment in connection with the agreements that releases the Registrant of liability as described in the Release Agreements and the deferred loan fees discussed in footnote (2).

3

Quantum Fuel Systems Technologies Worldwide, Inc.

Unaudited Pro Forma Statement of Operations

Six months ended October 31, 2007

The following table shows the unaudited pro forma consolidated results of operations for the six months ended October 31, 2007 as if the transfer of the Tecstar business segment and related debt restructure had occurred on May 1, 2007.

	(a)			(b)						(c)
	Historical			Discontinued Operations Adjustments			Continuing Operations			Pro Forma Adjustments			Pro Forma
Revenue:
Net product sales	$	47,312,635		$	(42,597,362	)	$	4,715,273		$	—		$	4,715,273
Contract revenue		9,077,236			(4,106,815	)		4,970,421						4,970,421
Total revenue		56,389,871			(46,704,177	)		9,685,694			—			9,685,694
Costs and expenses:
Cost of product sales		47,289,910			(43,154,793	)		4,135,117						4,135,117
Research and development		11,134,499			(4,118,981	)		7,015,518						7,015,518
Selling, general and administrative		19,455,038			(9,853,076	)		9,601,962			(686,044	)(1)		8,141,707
											(774,211	)(2)
Amortization of intangibles		1,536,302			(698,570	)		837,732						837,732
Impairment of long-lived assets		58,900,000			(58,900,000	)		—						—
Total costs and expenses		138,315,749			(116,725,420	)		21,590,329			(1,460,255	)		20,130,074
Operating loss		(81,925,878	)		70,021,243			(11,904,635	)		1,460,255			(10,444,380	)
Interest expense, net		(2,723,255	)		939,705			(1,783,550	)		(182,680	)(3)		(2,162,022	)
											(820,701	)(4)
											624,909	(5)
Minority interest in losses of subsidiaries		821,448			—			821,448						821,448
Other income (expense), net		(16,806	)		5,086			(11,720	)					(11,720	)
Loss from continuing operations before income taxes		(83,844,491	)		70,966,034			(12,878,457	)		1,081,783			(11,796,674	)
Income tax benefit (expense)		4,861,951			(88,092	)		4,773,859						4,773,859
Net loss from continuing operations	$	(78,982,540	)	$	70,877,942		$	(8,104,598	)	$	1,081,783		$	(7,022,815	)
Per share data - basic and diluted:
Loss from continuing operations	$	(1.05	)	$	0.94		$	(0.11	)	$	0.01		$	(0.09	)
Number of shares used in per share calculation - basic and diluted		74,951,825			74,951,825			74,951,825			74,951,825			74,951,825

Notes

(a) Reflects the historical results of operations of the Registrant for the six months ended October 31, 2007

(b) As a result of the Strict Foreclosure Agreement described in Item 1.01 of the Current Report in which Tecstar assigned to WB Automotive all of it’s right, title and interest in and to the equity interests in Tecstar’s operating subsidiaries, the Tecstar business segment will treated as a discontinued operations for accounting purposes. This column reflects the necessary adjustments to the Registrant’s historical financial statement to report the Tecstar business segment as being a discontinued operation.

(c) Pro forma adjustments to reflect the effect of the debt restructuring and transfer of assets as described in Item 1.01 and 2.03 of the Current Report for the six months ended October 31, 2007 as if it had occurred on May 1, 2007.

(1) Adjustment to remove identifiable Corporate administrative salaries and expenses related to Tecstar.

(2) Adjustment to remove estimated audit fees related to Tecstar.

(3) Adjustment to record interest expense on net loan payable increase as a result of the credit facility restructured as described in Item 2.03 of the Current Report. Approximately $20.3 million of debt at an interest rate of 12% was replaced with a convertible promissory note totalling $16.2 million with an interest rate of 11.5% and a term note totalling $10 million with an interest rate of 6.5%.

(4) Adjustment to expense the deferred loan fees associated with Revolver portion of the January 31, 2007 credit facility restructured as described in Item 2.03 of the Current Report. The revolver portion approximated 65% of the $1.5 million deferred fees on the Registrant’s balance sheet April 30, 2006. The revolver portion of the expenses incurred in the historical six month period are reversed.

(5) Adjustment to reverse interest expense on Tecstar’s estimated portion of the revolver balance. The average outstanding revolver balance for the six month period ending October 31, 2007 of $16.0 million was multiplied by Tecstar’s percentage of the borrowing base support in the month of October 2007 which approximated 65%. The interest rate was 12%.

4

Quantum Fuel Systems Technologies Worldwide, Inc.

Unaudited Pro Forma Statement of Operations

Year ended April 30, 2007

The following table shows the unaudited pro forma consolidated results of operations for the year ended April 30, 2007 as if the transfer of the Tecstar business segment and related debt restructure had occurred on May 1, 2006.

	(a)			(b)						(c)
	Historical			Discontinued Operations Adjustments			Continuing Operations			Pro Forma Adjustments			Pro Forma
Revenue:
Net product sales	$	130,016,726		$	(119,354,005	)	$	10,662,721		$	—		$	10,662,721
Contract revenue		16,666,970			(9,651,031	)		7,015,939						7,015,939
Total revenue		146,683,696			(129,005,036	)		17,678,660			—			17,678,660
Costs and expenses:
Cost of product sales		130,446,532			(120,962,614	)		9,483,918						9,483,918
Research and development		23,988,449			(9,842,351	)		14,146,098						14,146,098
Selling, general and administrative		42,853,039			(23,178,368	)		19,674,671			(2,658,992	)(1)		15,913,299
											(1,102,381	)(2)
Amortization of intangibles		4,536,476			(2,862,286	)		1,674,190						1,674,190
Restructuring charges		2,443,261			(2,326,868	)		116,393						116,393
Impairment loss on goodwill		71,718,601			(71,718,601	)		—						—
Total costs and expenses		275,986,358			(230,891,088	)		45,095,270			(3,761,373	)		41,333,898
Operating loss		(129,302,662	)		101,886,052			(27,416,610	)		3,761,373			(23,655,238	)
Interest expense, net		(4,153,495	)		3,771,882			(381,613	)		(438,398	)(3)		(444,399	)
											107,777	(4)
											267,834	(5)
Gain on disposal of subsidiary		555,005			(555,005	)		—						—
Loss on early extinguishment of debt		(6,300,000	)		6,300,000			—						—
Minority interest in losses of subsidiaries		1,011,191			(199,929	)		811,262						811,262
Other income (expense), net		86,551			(80,649	)		5,902						5,902
Income tax benefit (provision)		856,008			(333,816	)		522,192						522,192
Loss from continuing operations	$	(137,247,402	)	$	110,788,535		$	(26,458,867	)	$	3,698,586		$	(22,760,281	)
Per share data - basic and diluted:
Loss from continuing operations	$	(2.22	)	$	1.79		$	(0.43	)	$	0.06		$	(0.37	)
Number of shares used in per share calculations - basic and diluted		61,760,458			61,760,458			61,760,458			61,760,458			61,760,458

Notes

(a) Reflects the historical results of operations of the Registrant for the year ended April 30, 2007.

(b) As a result of the Strict Foreclosure Agreement described in Item 1.01 of the Current Report in which Tecstar assigned to WB Automotive all of it’s right, title and interest in and to the equity interests in Tecstar’s operating subsidiaries, the Tecstar business segment will treated as a discontinued operations for accounting purposes. This column reflects the necessary adjustments to the Registrant’s historical financial statement to report the Tecstar business segment as being a discontinued operation.

(c) Pro forma adjustments to reflect the effect of the debt restructuring and transfer of assets as described in Item 1.01 and 2.03 of the Current Report for the year ended April 30, 2007 as if it had occurred on May 1, 2006.

(1) Adjustment to remove identifiable Corporate administrative salaries and expenses related to Tecstar.

(2) Adjustment to remove estimated audit fees related to Tecstar.

(3) Adjustment to record interest expense on net loan payable increase as a result of the credit facility restructured as described in Item 2.03 of the Current Report. Approximately $20.3 million of debt at an interest rate of 12% was replaced with a convertible promissory note totalling $16.2 million with an interest rate of 11.5% and a term note totalling $10 million with an interest rate of 6.5%.

(4) Adjustment to the expense of the deferred loan fees associated with Revolver portion of the January 31, 2007 credit facility restructured as described in Item 2.03 of the Current Report. The revolver portion approximated 65% of the $0.2 million of the loan fees expensed on the Registrants statement of operations for the year ended April 30, 2007.

(5) Adjustment to reverse interest expense on Tecstar’s estimated portion of the revolver balance. The average outstanding revolver balance for the year ending April 30, 2007 of $13.7 million was multiplied by Tecstar’s percentage of the borrowing base support in the month of October 2007 which approximated 65%. The interest rate was 12%.

5

Quantum Fuel Systems Technologies Worldwide, Inc.

Unaudited Pro Forma Statement of Operations

Year ended April 30, 2006

The following table shows the unaudited pro forma consolidated results of operations for the year ended April 30, 2006 as if the transfer of the Tecstar business segment and related debt restructure had occurred on May 1, 2005.

	(a)			(b)						(c)
	Historical			Discontinued Operations Adjustments			Continuing Operations			Pro Forma Adjustments			Pro Forma
Revenue:
Net product sales	$	172,055,980		$	(163,225,609	)	$	8,830,371		$	—		$	8,830,371
Contract revenue		19,819,676			(8,867,749	)		10,951,927						10,951,927
Total revenue		191,875,656			(172,093,358	)		19,782,298			—			19,782,298
Costs and expenses:
Cost of product sales		161,860,800			(152,552,536	)		9,308,264						9,308,264
Research and development		25,859,671			(8,084,994	)		17,774,677						17,774,677
Selling, general and administrative		33,406,770			(19,132,220	)		14,274,550			(3,138,000	)(1)		10,333,235
											(803,315	)(2)
Amortization of intangibles		4,081,908			(2,420,928	)		1,660,980						1,660,980
Total costs and expenses		225,209,149			(182,190,678	)		43,018,471			(3,941,315	)		39,077,156
Operating loss		(33,333,493	)		10,097,320			(23,236,173	)		3,941,315			(19,294,858	)
Interest expense, net		(1,977,746	)		2,871,684			893,938			(438,398	)(3)		455,540
Minority interest in losses of subsidiaries		405,695			(350,071	)		55,624						55,624
Equity in loss of investment in affiliate		—			—			—						—
Other income (expense), net		(14,185	)		15,185			1,000						1,000
Income tax benefit (provision)		655,186			5,406			660,592						660,592
Loss from continuing operations	$	(34,264,543	)	$	12,639,524		$	(21,625,019	)	$	3,502,917		$	(18,122,102	)
Per share data - basic and diluted:
Loss from continuing operations	$	(0.64	)	$	0.23		$	(0.41	)	$	0.07		$	(0.34	)
Number of shares used in per share calculations - basic and diluted		53,283,956			53,283,956			53,283,956			53,283,956			53,283,956

(a) Reflects the historical results of operations of the Registrant for the year ended April 30, 2006.

(b) As a result of the Strict Foreclosure Agreement described in Item 1.01 of the Current Report in which Tecstar assigned to WB Automotive all of it’s right, title and interest in and to the equity interests in Tecstar’s operating subsidiaries, the Tecstar business segment will treated as a discontinued operations for accounting purposes. This column reflects the necessary adjustments to the Registrant’s historical financial statement to report the Tecstar business segment as being a discontinued operation.

(c) Pro forma adjustments to reflect the effect of the debt restructuring and transfer of assets as described in Item 1.01 and 2.03 of the Current Report for the year ended April 30, 2006 as if the transfer had occurred on May 1, 2005.

(1) Adjustment to remove identifiable Corporate administrative salaries and expenses related to Tecstar.

(2) Adjustment to remove estimated audit fees related to Tecstar.

(3) Adjustment to record interest expense on net loan payable increase as a result of the credit facility restructured as described in Item 2.03 of the Current Report. Approximately $20.3 million of debt at an interest rate of 12% was replaced with a convertible promissory note totalling $16.2 million with an interest rate of 11.5% and a term note totalling $10 million with an interest rate of 6.5%.

6

Quantum Fuel Systems Technologies Worldwide, Inc.

Unaudited Pro Forma Statement of Operations

Year ended April 30, 2005

The following table shows the unaudited pro forma consolidated results of operations for the year ended April 30, 2005 as if the transfer of the Tecstar business segment and related debt restructure had occurred on May 1, 2004.

	(a)			(b)						(c)
	Historical			Discontinued Operations Adjustments			Continuing Operations			Pro Forma Adjustments			Pro Forma
Revenue:
Net product sales	$	40,747,861		$	(30,076,204	)	$	10,671,657		$	—		$	10,671,657
Contract revenue		13,552,172			(1,242,276	)		12,309,896						12,309,896
Total revenue		54,300,033			(31,318,480	)		22,981,553			—			22,981,553
Costs and expenses:
Cost of product sales		36,188,831			(26,445,176	)		9,743,655						9,743,655
Research and development		17,176,021			(1,440,646	)		15,735,375						15,735,375
Selling, general and administrative		12,617,444			(2,620,934	)		9,996,510			(495,000	)(1)		9,198,236
											(303,274	)(2)
Amortization of intangibles		2,127,775			(468,000	)		1,659,775						1,659,775
Total costs and expenses		68,110,071			(30,974,756	)		37,135,315			(798,274	)		36,337,041
Operating loss		(13,810,038	)		(343,724	)		(14,153,762	)		798,274			(13,355,488	)
Equity in earnings (loss) of Tecstar														—
Interest income, net		641,177			309,688			950,865			(438,398	)(3)		512,467
Other income (expense), net		80,241			—			80,241						80,241
Provision for income taxes		(10,170	)		2,805			(7,365	)					(7,365	)
Loss from continuing operations	$	(13,098,790	)	$	(31,231	)	$	(13,130,021	)	$	359,877		$	(12,770,144	)
Per share data - basic and diluted:
Loss from continuing operations	$	(0.37	)	$	(0.00	)	$	(0.37	)	$	0.01		$	(0.36	)
Number of shares used in per share calculations - basic and diluted		35,048,437			35,048,437			35,048,437			35,048,437			35,048,437

(a) Reflects the historical results of operations of the Registrant for the year ended April 30, 2005.

(b) As a result of the Strict Foreclosure Agreement described in Item 1.01 of the Current Report in which Tecstar assigned to WB Automotive all of it’s right, title and interest in and to the equity interests in Tecstar’s operating subsidiaries, the Tecstar business segment will treated as a discontinued operations for accounting purposes. This column reflects the necessary adjustments to the Registrants historical financial statement to report the Tecstar business segment as being a discontinued operation.

(c) Pro forma adjustments to reflect the effect of the debt restructuring and transfer of assets as described in Item 1.01 and 2.03 of the Current Report for the year ended April 30, 2005 as if the transfer had occurred on May 1, 2004

(1) Adjustment to remove identifiable Corporate administrative salaries and expenses related to Tecstar.

(2) Adjustment to remove estimated audit fees related to Tecstar.

(3) Adjustment to record interest expense on net loan payable increase as a result of the credit facility restructured as described in Item 2.03 of the Current Report. Approximately $20.3 million of debt at an interest rate of 12% was replaced with a convertible promissory note totalling $16.2 million with an interest rate of 11.5% and a term note totalling $10 million with an interest rate of 6.5%.

7

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 hereunto duly authorized.

	QUANTUM FUEL SYSTEMS WORLDWIDE, INC.
January 23, 2008	By:	/s/ W. Brian Olson
		W. Brian Olson
		Chief Financial Officer

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