Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
State the aggregate market
value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter.
As of June 30, 2015, the
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the last sale
price of the common equity was $51,870,059.
As of March 23, 2016 the
issuer has 9,557,747 shares of common stock, par value $0.001, issued and outstanding.
This report contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements
give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate
strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as “approximates,”
“believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,”
“intends,” “plans,” “would,” “should,” “could,” “may,”
or other similar expressions in this report. In particular, these include statements relating to future actions, prospective products,
applications, customers, technologies, future performance or results of anticipated products, expenses, and financial results.
These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially
from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from
those discussed in the forward-looking statements include, but are not limited to:
The forward-looking statements
are based upon management’s beliefs and assumptions and are made as of the date of this report. We undertake no obligation
to publicly update or revise any forward-looking statements included in this report. You should not place undue reliance on these
forward-looking statements.
Our Company
Ideal Power Inc. was formed
in Texas on May 17, 2007 and converted to a Delaware corporation on July 15, 2013. Unless otherwise stated or the context otherwise
requires, the terms “Ideal Power,” “we,” “us,” “our” and the “Company”
refer to Ideal Power Inc.
We design, market and sell
electrical power conversion products using our proprietary technology called Power Packet Switching Architecture (“PPSA”).
PPSA is a power conversion technology that improves upon existing power conversion technologies in key product metrics, such as
size, weight, cost, and efficiency. PPSA utilizes standardized hardware with application specific embedded software. Our advanced
technology is important to our business and we make significant investments in research and development and protection of our intellectual
property. At December 31, 2015, we have been granted 36 United States, three European, one Chinese and two other foreign patents.
We
sell our products primarily to systems integrators for integration into their larger turn-key system which enable end users to
manage their electricity consumption by reducing demand charges or fossil fuel consumption, integrating renewable energy sources
and/or form their own microgrid. Our products are made by contract manufacturers to our specifications, enabling us to scale production
to meet demand on a cost-effective basis without requiring significant expenditures on manufacturing facilities and equipment.
As our products gain broader acceptance in the power conversion market, we intend to license our proprietary PPSA-based product
designs to OEMs within our target markets, as well as license our technologies for other markets which we do not plan to enter
directly.
Industry Background
Utility power grids are built
using AC generation, transmission, and distribution resources. This method of power transmission and distribution has been proven
over time to be reliable and safe. The outlets in a typical home or business are AC but many electrical devices, such as computers,
televisions, and other appliances operate on DC power. Batteries and PV solar panels produce DC power as well. In order to connect
DC devices to an AC power grid, a power conversion device is necessary.
We believe that significant
changes in the supply of and demand for electrical power are driving demand for new energy infrastructure products and supporting
technologies. In a traditional utility model, electrical power is generated from central stations and transmitted over long distance
high-voltage transmission lines to substations where the voltage is reduced for distribution to consumers. Utility power grids
are built to manage the flow of power in one direction, from generation to use, where sophisticated tools have been developed to
match the amount of power being generated with the amount being consumed. Utilities ramp power plants up or down to closely match
generation with load.
The rapid growth in worldwide
renewable energy generation, such as wind and solar power, has added a new level of complexity to the task of matching power generation
with consumption. These intermittent resources cannot be dispatched at will or relied upon to meet the peak power demands of the
grid. Renewable energy sources tend to ramp up and down quickly. For example, a single cloud over a photovoltaic, or PV, farm can
cause electrical output to change dramatically in a matter of seconds. These new challenges make it increasingly difficult for
utilities to accurately forecast and meet peak power demands.
Increased peak demand for
power also has exposed weaknesses in the existing power grid. In high-cost, high-demand states, such as California, public utilities
have instituted peak demand charges as a way to ration power during periods of peak demand and to incentivize customers to shift
their power consumption to off-peak times. At the same time, both the Federal and certain state governments have created incentive
programs to encourage the development and implementation of alternative energy sources, such as solar and wind power, which has
the perverse consequence of making peak demand more difficult to forecast and satisfy. Strains on the electric grid have resulted
in significant brown-outs and black-outs that have heightened awareness of the vulnerabilities of the existing system. As a result,
power consumers are turning to new technologies to manage their energy consumption, lower costs and assure a reliable source of
supply. We believe that distributed generation with advanced power conversion systems, such as our PPSA products, has become an
increasingly important element of this new infrastructure.
In response to these changes
in the market for electrical power, a number of technologies have been developed to enable users to more effectively manage their
consumption and, one of these technologies, energy storage systems, has emerged as the best way to mitigate the instabilities and
market inefficiencies caused by these emerging power grid realities. For example, a commercial business can shift energy usage
from peak to non-peak times by installing a battery energy storage system, or BESS. The commercial business can use electricity
generated during off-peak hours to charge the BESS and then use the stored power to satisfy all or part of its demand during peak
hours. Similarly, a commercial business can install a solar power system to generate power for use either immediately upon generation
or for storage in a BESS for later use.
Battery
energy storage systems and many alternative energy sources provide power on a direct current, or DC, basis. However,
the electric power grid and most electrical equipment operates on an alternating current, or AC, basis. Consequently,
power conversion systems are required to convert power from DC to AC or from AC or DC as necessary to make the various
components of the system function together. In addition to converting power, power conversion systems enable customers to
regulate current, voltage and frequency while optimizing system resources such as batteries, PV and the utility power grid to
reduce energy costs. Systems incorporating advanced power converters may also manage distributed grid energy storage and be used
to create stand-alone microgrids to bring power to a business or residence if the main electrical grid, if one is present, is
unavailable.
BESS
and alternative energy sources, such as solar or wind power, can only be connected to the existing power grid if they are
electrically isolated to prevent power from flowing back into the grid and potentially damaging components of the power
system or creating potential safety hazards. Traditionally, power conversion systems have been paired with heavy, wire-wound
transformers to provide this isolation and thereby protect the grid. Additionally, power conversion systems based on
traditional power conversion technologies use many other passive components which make them big, heavy, expensive and
inefficient due to the large quantity of copper and magnetic material and hard-switching topologies. Transformer-less
power conversion systems in battery applications on the other hand still require bulky transformers if connected from the
grid and thus have many of the same drawbacks as transformer-based systems. Consequently, power conversion systems with
transformers are relatively large, expensive to manufacture, ship and install and require larger spaces for installation and
heat dissipation.
Our Technology
We believe PPSA is the only
power conversion technology on the market that provides electrical isolation without the need for the transformer that conventional
power conversion systems require to connect electrical devices such as energy storage systems to the grid. Electrical isolation
is at the core of PPSA.
PPSA uses indirect power
flow in which power flows through input switches and is temporarily stored in our proprietary AC link inductor. Our proprietary
fast switching algorithms enable the transfer of quantum packets of power between ports in our system. As the AC link becomes charged,
it disconnects from its input switches, resonates without being connected to either the input or output switches, and then reconnects
to its output switches when it reaches the correct voltage and frequency for the application, providing true electrical isolation
without the need for a transformer.
Figure 1: Schematic of PPSA
Process
Transformer-based power conversion
systems use continuous power flow that relies on relatively heavy and expensive magnetic components and bulk capacitors. Many of
these traditional systems have custom hardware for specific applications and are not readily adaptable or customizable. Because
they are relatively inefficient, these systems generate excess heat that causes electrical and thermal stresses resulting in drive
component failures and losses. By contrast, our conversion technology eliminates the majority of the passive components of traditional
power conversion systems, including transformers, inductors and bulk capacitors.
We believe PPSA offers several
key advantages over traditional technologies, such as:
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Size and Weight:
PPSA
architecture reduces size and weight by eliminating passive components such as transformers, inductors and bulk capacitors. Our
30kW power conversion system weighs 97 pounds. By contrast, similar transformer-based 30kW power conversion systems typically
weigh over 600 pounds.
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Efficiency:
Efficiency
is the measure of power out of the power conversion system as a percentage of the power into the system. Thus, high efficiency
systems use less power in the conversion process and supply more power for use. Our 30kW power conversion system efficient rating
was 96.5% based on the California Energy Commission (“CEC”) weighted efficiency test. Our efficiency advantage is
more pronounced when operating the system at relatively low rated power, which is more common in battery systems.
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Figure 2: PPSA Size, Weight
and Efficiency Comparison
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Cost:
Reduced weight results in lower material and manufacturing, transportation and installation costs.
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Safety:
Since PPSA provides isolation, it allows the systems in which it is used to be grounded. Non-grounded systems require
additional safeguards to pass U.S. safety regulations, which increase system cost and reduce efficiency.
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Scalability/Flexibility:
PPSA is made from standard industry components, is battery agnostic and software driven, thus providing more scalability
that enables rapid development cycles for new products and new applications. This same functionality provides ultimate flexibility
for customers globally as it is capable of power conversion in both 50Hz and 60Hz AC current environments.
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Reliability:
PPSA enables a simplified product that eliminates many components, thereby eliminating potential sources of failure,
and several common failure modes. These design features are likely to increase overall system reliability.
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Products
We have developed products commercializing PPSA
and make these products available for sale both directly to customers and through distributors. We currently sell five power conversion
products utilizing our patented PPSA technology. These products are described as follows:
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30kW Battery Converter, which is certified for UL1741 conformance and is intended to be used for the commercial and industrial grid-tied distributed energy storage market. This battery converter is bi-directional, which means power can flow to or from batteries. This product is more efficient and approximately 1/4
th
to 1/8
th
the size and weight of similar transformer-based products.
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30kW Grid-Resilient AC-DC Power Conversion System (“PCS”), which is certified for UL1741 conformance. This product is capable of power conversion in both 50Hz and 60Hz AC current environments and has the ability to form and manage a microgrid. This product is intended for customers who need a 30kW battery converter for use overseas or who need the additional capability to form a microgrid. This product is not a replacement for our 30kW battery converter but complements the existing product with additional features.
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30kW Grid-Resilient AC-DC-DC Multi-Port PCS with two DC ports enabling two DC inputs, such as PV and batteries, with one power converter. This product is certified for UL1741 conformance. This product is capable of power conversion in both 50Hz and 60Hz AC current environments, and also has the ability to form and manage a microgrid. The key feature of this multi-port PCS is that it effectively pairs energy storage with a distributed generation resource to support critical loads or allow a building to disconnect from the utility power grid. This product received the “Electrical Energy Storage Award” for product innovation in 2014 at InterSolar Germany, the world’s largest solar exhibition, and was recognized as one of the 2015 top inverter products by Solar Power World Magazine.
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125kW Grid-Resilient AC-DC PCS, which is certified for UL1741 conformance. This 125kW system has over four times the power of the 30kW product and is also able to convert in both 50Hz and 60Hz AC current environments and form and manage a microgrid. This product is a larger version of our 30kW grid-resilient AC-DC PCS for use in higher power applications.
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125kW Grid-Resilient AC-DC-DC Multi-Port PCS for higher power applications with multi-port capabilities. This product has over four times the power of the 30kW multi-port PCS and is also able to convert in both 50Hz and 60Hz AC current environments as well as form and manage a microgrid. The product is primarily for off-grid and microgrid management applications currently, as we have not yet sought certification for UL1741 conformance, required for connection to the utilize grid in the United States, for this product. This product is currently in prototype production only. We intend to certify this product for UL1741 conformance in late 2016 or early 2017 for grid tied operation.
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Future Innovations
Variable Frequency
Drives
We are developing a PCS for
variable frequency drives (“VFD”) based on our core PPSA technology. We believe that this product, once commercialized,
can be offered as a high-efficiency alternative to traditional VFDs which suffer from similar size, weight, and heat loss inefficiencies
as those of traditional power conversion systems. A PPSA-based VFD may offer medium to large low-voltage motors a high quality
drive that improves efficiency, costs less to manufacture and install, and reduces electrical noise and harmonics over traditional
VFDs. Such a product could also open up new markets for VFDs where they may not be commercially viable today due to their size,
efficiency, or power quality.
Bi-Directional Switches
Our existing products
incorporate multiple insulated gate bipolar transistors (“IGBTs”), which are power switches used in the process to
convert power from one current form to another. IGBTs switch power in only one direction (DC to AC or AC to DC) and require the
use of a blocking diode to prevent power from flowing back through the system. To enable our existing products to perform bi-directional
power conversion, for each IGBT and diode used in our products, we must include a second IGBT and diode. These additional components
have slight voltage drops that affect the electrical efficiency of our products and generate excess heat that must be dissipated.
We have patented and are developing a new, highly efficient silicon switch called a bi-directional bipolar transistor (“B-TRAN”)
that we believe will allow us to substitute one B-TRAN for two pairs of IGBTs and diodes used in our current products. Based on
our software simulations, we believe that the B-TRANs can improve electrical efficiency in our power converters from approximately
96.5% to at or greater than 99.0%. The higher efficiency would substantially reduce the heat generated by the operation of our
products. As a result, products incorporating B-TRANs will require less space for heat dissipation which would allow us to increase
power density, or power per pound, and reduce material costs. We believe that these development efforts, if successful, will enhance
the competitive position of our products. In addition, we believe the B-TRAN may potentially provide significant benefits for uses
outside of our power converters as a potential replacement for IGBTs.
We received an award of
$2.5 million from ARPA-E for the development of our bi-directional switch technology. Funds under the award have been
spent and continuing development work is self-funded. The funding from ARPA-E was sufficient to develop and demonstrate advanced
power switches in third party simulations and start the initial process development for fabrication of the devices. We expect to
develop, manufacture and test initial prototypes of these switches in 2016.
Business Strategy
Our
business strategy is to promote and expand the uses of PPSA initially through product development and product sales. To
bring our products to market, we will seek out best-in-class partners who will distribute, white-label our products or
integrate our innovative products into higher value systems resulting in multiple strategic sales channels for our PPSA based
products and product designs. Although our primary market is the United States, we will increasingly target markets outside
the United States. As our products gain broader acceptance in the power conversion market, we intend to license our
proprietary PPSA-based product designs to OEMs within our target markets, as well as license our technologies for other
markets which we do not plan to enter directly. The basis for this approach is the belief that OEMs may achieve higher
product margins and gain more market share by providing PPSA-based products, which are differentiated from the traditional
product offerings in the industry, to their customers. We believe such strategic relationships with key OEM licensees would
enable us to reap the benefits of PPSA and gain market share more quickly than by strictly manufacturing and distributing our
products.
Target Markets
Currently, our three primary
markets are standalone storage, which represented a majority of our sales in 2015, PV + storage, and microgrids. Based on market
studies and forecasts by Navigant Research and Zpryme Research & Consulting, these three markets combined are forecasted to
grow to over $100 Billion by 2020. Assuming that power conversion systems represent approximately 17.5% of the system cost, a Company
estimate, power conversion systems such as those made by Ideal Power are forecasted to account for nearly $18 billion of this market.
Figure 3: Target Market Forecasts
Discussion of our Target Power Conversion
Markets
Stand-Alone Storage
Market
The stand-alone storage market
is served by BESS. BESS are racks of batteries coupled with a power conversion system, such as those manufactured by us, to enable
electric power to be captured, stored, and used in conjunction with electric power grids. These systems can be large, megawatt-scale
systems operated by utilities to better manage their system resources, or smaller kilowatt-scale systems used by businesses and
designed to enable these businesses to manage their power use and mitigate utility imposed “peak demand charges”, which
are charges utilities levy on their business customers for delivery of power at peak usage times of the day, such as mid-afternoons
in the summer. The growth of peak demand charges has been substantial over the past decade and now can make up 50% or more of a
commercial utility bill in certain markets. This is a trend that is likely to continue as more intermittent resources are added
to the utility power grid causing grid instability. Utilities and aggregators of distributed generation resources are also expected
to adopt BESS due to the proliferation of renewables and to take advantage of additional value streams such as energy arbitrage,
frequency regulation and ancillary services, infrastructure upgrade deferral and locational capacity.
There are strong economic
incentives available to commercial and industrial consumers in major US markets such as California and New York in the form of
reduced demand charges for installing a BESS and reducing peak consumption. There is also strong regulatory support for such systems.
For example, California has issued a mandate for over 1,000 megawatts of new energy storage to be installed by 2020. Our 30kW and
125kW power conversion systems enable these BESS to connect to the utility power grid and, when paired with batteries, offer these
customers a substantial cost saving opportunity on their monthly electric bill. This market is still in its early years, but we
have established a strong brand and position in this market with our customers having many systems installed and operating today.
Based on market studies and forecasts by Navigant Research and Zpryme Research & Consulting, this market is forecasted to grow
40% annually over the next five years and we believe it offers the highest value proposition today for our products.
We believe this market is
beginning to grow beyond pilot installations to higher volume installations driven by the underlying economics of BESS to commercial
and industrial customers. A good indicator of this is the availability of third party financing for BESS. Several of our customers
have recently signed or announced financing deals for their BESS products, including Gexpro whose PowerIQ product is being commercially
financed by a subsidiary of NextEra Energy Resources (NYSE: NEE).
We expect the cost of commercial
and industrial BESS to continue to decline due primarily to lower battery costs and, as a result, expect significant expansion
in the addressable market for these systems. We also believe the combination of lower BESS costs, third-party financing, increases
in utility demand charges, and the continued entrance of large, established companies to the BESS space will all contribute to
accelerating market growth for stand-alone storage.
PV + Storage Market
PV has one of the lowest
levelized costs of energy for new electrical generation capacity and this is expected to remain true in the near term. We expect
distributed PV to continue to be a high growth business as system costs have fallen dramatically over the past several years. As
such, the economics of generating PV for local consumption is expected to remain strong for several more years, especially given
the investment tax credit (“ITC”) extension passed by Congress in 2015 for solar energy production. One shortcoming
of these distributed, behind-the-meter PV systems is that they require connection to the utility power grid in order to operate.
For example, a business with PV on its roof will not, in most cases, benefit from the ability to generate power should the utility
power grid go down. Another shortcoming of distributed PV systems is the instability they cause on the local power lines. Utility
power grids were not designed to manage power inflow from the end of the lines. As such, distributed generation sources can lead
to wide swings in line voltages when clouds pass and power output falls off, requiring the utility to ramp up its central power
stations to make up for the shortfall in solar.
Our grid-resilient PCS help
resolve these shortcomings. For example, when a distributed PV system is connected to a BESS that includes one of our multi-port
PCS, the business will benefit from the ability to form and manage a local microgrid powered by the PV system and BESS even when
the utility power grid is down. This capability is attractive to electricity consumers who need to power critical loads even in
a blackout. Our grid-resilient PCS are also equipped to meet evolving utility requirements for low voltage ride through and other
key operating parameters, enabling the PV and BESS it connects to the grid to help stabilize the utility power grid when voltage
or frequency fluctuates due to imbalances in load and supply.
Commercial and industrial
BESS are able to generate value far beyond peak demand reduction. We believe our products will become increasingly attractive to
co-locate BESS with distributed PV. IHS, a global research firm with a strong renewable industry focus, forecasts that global installations
of grid-tied commercial BESS coupled with PV will grow 111% annually from near obscurity in 2014 to over 600 MW PV + storage systems
by 2018.
According to their research,
IHS believes that systems will be deployed in two principle configurations. The present configuration is to have separate BESS
and PV systems tied together through the AC wiring, which is supported by all of our current products. A second, emerging configuration
will be to place the BESS and the PV system behind a single PCS with two DC inputs. This configuration is forecast to improve efficiency,
reduce costs, and allow PV harvesting when operating without a utility power grid present in microgrid mode. Our grid-resilient
30kW and 125kW multi-port PCS were designed specifically to enable this lower cost and more efficient second configuration.
Also according to IHS, the
global PV industry is projected to grow from 45GW of annual installations in 2014 to 71GW in 2018. Providing a new generation of
solutions with integrated energy storage will enable the PV industry to address new markets with high growth potential. These new
PV + storage markets include providing backup power during blackouts, improving grid stability in high penetration PV areas and
reducing fossil fuel consumption in remote and off-grid microgrids. In the event of a grid failure, grid-tied PV installations
are not capable of operating independently. For example, during Superstorm Sandy many PV system owners were displeased to learn
that their grid-tied PV installations would not power their home or business. Systems incorporating our multi-port PCS along with
PV and a BESS will be capable of providing backup power during grid blackouts. We expect our multi-port PCS products to be attractive
to existing customers as a low-cost system upgrade to improve integration of PV. We further expect our products to provide competitive
solutions for these market requirements.
Microgrid Market
Over the next decade the
greatest demand for new power generation capacity is likely to occur in regions such as Southeast Asia, Africa, the Middle East,
and Central and South America. Remote communities and infrastructure in these regions are more likely to depend on expensive and
polluting fossil fuel generation for their primary fuel supply and may not have a utility power grid in place to access high quality,
reliable power.
In contrast to grid-tied
BESS and PV applications that are likely to be North American installations, we believe off-grid BESS and PV opportunities will
develop rapidly across these regions with the greatest demand for new power generation. IHS recently forecasted the off-grid and
microgrid BESS installations with PV market to reach 400MW by 2018 with the majority of this growth coming from regions with less
developed electricity infrastructure. We believe that our grid-resilient 30kW and 125kW multi-port PCSs offer superior solutions
for these applications.
We believe that our award-winning
multi-port power conversion architecture is a highly attractive solution for integrating BESS and renewables for both grid-tied
and off-grid markets. Customer and industry forecasts indicate that these markets will grow dramatically in the coming years, and
we expect to benefit from this growth. The benefits of our multi-port PCS in microgrid application is not limited to PV or renewable
energy systems. Our products have been integrated into systems to manage a diesel generator and, in combination with batteries,
to form and operate a microgrid using far less fuel, emitting far fewer pollutants, and providing better power quality than a diesel
generator alone.
Other Markets
Although our technology may
be suitable for other vertical markets within the global power conversion market landscape, we do not currently offer products
for sale directly to other power conversion markets such as the VFD, uninterruptible power supply, rail, wind, or EV traction drive
markets. Our products are suitable for use as PV inverters, and our first products were sold into this market, but this market
is saturated with incumbents offering inverters that convert power in a single direction and are thus suitable solely for PV applications.
As such, while we do have a number of PV inverters in field service today, the stand-alone PV inverter market is not a primary
target market for us. As discussed above, we are instead focused on PV integrated BESS applications for our multi-port PCS products
where the fullest potential of our technology can be realized.
In addition to the markets
discussed above, we also have opportunities for market expansion into fast electric vehicle chargers in certain applications where
our products’ compact size and multi-port capabilities can unlock value for the system integrator particularly in locations
where battery storage is coupled with the charging system to eliminate demand charges or expand the charging systems response capabilities.
We have provided PCS to multiple EV charging system integrators who have deployed initial projects using our products coupled with
batteries at EV charging stations to prove out these concepts. As these initial installations begin to operate, the value propositions
of these new opportunities will become clearer.
We plan to continue to monitor
all power conversion markets for opportunities to create solutions for customers and unlock the broader value of our patented technology.
Intellectual Property
We rely on a combination
of patents, laws that protect intellectual property, confidentiality procedures, and contractual restrictions with our employees
and others, to establish and protect our intellectual property rights. In addition, the software that is shipped with our products
is encrypted. At December 31, 2015, we had 36 issued U.S. patents and six issued foreign patents. We also had over 100 additional
pending U.S., foreign and international patent applications. We expect to continue to build our patent estate for both our core
power conversion technology, our bi-directional switch technology and other technological developments that broaden the scope of
our technology platform.
Customers
Although we are expanding
our customer base and channels to market, we have historically been reliant on a small number of customers. For the year ended
December 31, 2015, Sharp, Gexpro, GreenCharge Networks, and Coda Energy, accounted for 66% of net revenues. For the year ended
December 31, 2014, Sharp, GreenCharge Networks and Coda Energy, accounted for 44% of product revenue. In addition, the Department
of Energy, from which we received $579,079 in grant revenues, accounted for 32% of net revenue for the year ended December 31,
2014.
Sales and Marketing
We sell our products primarily
to systems integrators for installation as part of a larger turn-key system providing the end user with a complete solution for
managing their energy consumption. Our products are also sold through distribution channel partners. Before a system integrator
agrees to specify our products in their systems, the integrator engages in a lengthy and time-consuming process of testing and
evaluating our equipment for use, which typically may take from a few months to as long as a year.
For certain geographic markets
and applications, we may seek to enter into licensing agreements that would enable licensees to build our products for sale in
local markets or we may license product designs to global brands for specific applications.
Manufacturing and Supply
We use a contract manufacturer
to manufacture our products to our specifications. We have an agreement with our contract manufacturer pursuant to which we provide
them with a rolling forecast of our expected demand. Finished products are produced based on upon our forecast, and we have the
ability to delay shipments for up to 18 months from the date of the purchase order. The initial three-year term of the agreement
expires in October of 2017 and renews annually thereafter unless terminated. We believe there are many contract manufacturers that
are qualified to manufacture our products to our specifications and we expect to add a second contract manufacturer in 2016.
Typically, our contract manufacturer
is responsible for the sourcing of components and materials. We qualify sources for our components and materials. Our strategy
is to have multiple suppliers for all of our components and materials. Currently, we have multiple sources for most of our components.
A very limited number of components are singled sourced and the process of identifying and qualifying alternative sources for these
components is underway.
Backlog
Our backlog was approximately
$5.2 million at December 31, 2015, a 160% increase from our backlog of $2 million at December 31, 2014. The Company defines backlog
as consisting of accepted orders from customers for which a product delivery schedule has been specified. The purchased orders
comprising backlog are not cancellable in most cases and such orders do not provide price protection. Nevertheless, deliveries
against received purchase orders may be rescheduled within negotiated parameters and our backlog may therefore not be indicative
of the level of future sales.
Competition
We will compete against well-established
incumbent power conversion technology providers as these competitors enter the commercial and industrial markets. For our target
markets, we believe that PPSA provides significant competitive advantages compared to the traditional power conversion solutions
sold by well-established power conversion technology providers.
Transformer Based:
Transformer-based
power conversion systems are the conservative choice, as they are proven and have been commercially available longer than any other
type of power conversion system. They provide isolation, but are big, heavy, and relatively inefficient. There have been improvements
in the efficiency of transformer-based power conversion systems over the years, but we believe further improvements are limited
due to the physical characteristics of transformers themselves. Major suppliers in this market include ABB, Eaton, and Schneider
Electric.
Transformerless PV Inverters:
Transformerless photovoltaic (PV) solar inverters are a special class of power conversion system applicable only to PV arrays.
They have become a popular choice in the market for distributed PV applications, as they are lighter and more efficient than transformer
based inverters. These transformerless inverters are one-way (DC to AC) inverters, and provide no electrical isolation. PV systems
are not required to be electrically isolated in most electrical code jurisdictions. These PV inverters have no applicability to
markets that require electrical isolation, which includes every application in the electrical power conversion industry in which
we compete. Key providers of transformerless PV inverters include companies such as SMA and SolarEdge.
Research and Development Costs
Grant research and development
are costs incurred solely related to grant revenues, and are classified as a line item under cost of revenues. Other research and
development costs are presented as a line item under operating expenses and are expensed as incurred. Total research and development
costs incurred during the year ended December 31, 2015 amounted to $5,521,390, none of which was included in cost of revenues.
Total research and development costs incurred during the year ended December 31, 2014 amounted to $2,983,648, inclusive of $643,421
related to grant research which was included in cost of revenues.
Employees
As of February 29, 2016,
we have 28 full-time employees. None of these employees are covered by a collective bargaining agreement, and we believe our relationship
with our employees is good.
We are subject to various
risks that may materially harm our business, prospects, financial condition and results of operations. An investment in our common
stock is speculative and involves a high degree of risk. In evaluating an investment in shares of our common stock, you should
carefully consider the risks described below, together with the other information included in this report.
The risks described below
are not the only risks we face. If any of the events described in the following risk factors actually occurs, or if additional
risks and uncertainties later materialize, that are not presently known to us or that we currently deem immaterial, then our business,
prospects, results of operations and financial condition could be materially adversely affected. In that event, the trading price
of our common stock could decline, and you may lose all or part of your investment in our shares. The risks discussed below include
forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements.
Risks Related to Our Business
We lack an established operating history
on which to evaluate our business and determine if we will be able to execute our business plan. We have also incurred losses in
prior periods, expect to incur losses in the future and we can give no assurance that our operations will result in profits.
We were formed in Texas
on May 17, 2007 and converted to a Delaware corporation on July 15, 2013. We have a limited operating history that makes it difficult
to evaluate our business. Historical sales of our products have been in low volume, and we cannot say with certainty when we will
begin to achieve profitability.
Since inception, we have
sustained $34,093,074 in net losses and we had a net loss for the year ended December 31, 2015 of $10,440,643. We expect to have
operating losses at least until such time as we have developed a substantial and stable revenue base. We cannot assure you that
we can develop a substantial and stable revenue base or achieve or sustain profitability on a quarterly or annual basis in the
future.
As sales of our products
have generated limited operating revenues, we have been funding operations primarily through the sale of common stock and, prior
to our initial public offering, the issuance of convertible debt. If we are unable to execute our business plan, generate sustainable
revenue and achieve profitable operations with our existing capital we would need to raise funds through equity or debt offerings
and there can be no assurance that we will be able to do so.
Our future success is difficult to predict
because we operate in emerging and evolving markets, and the industries in which we compete are subject to volatile and unpredictable
cycles.
The grid energy storage,
solar combined with storage, microgrid and related industries are emerging and evolving markets which may make it difficult to
evaluate our future prospects and which may lead to period to period variability in our operating results. Our products are based
on unique technology which we believe offers significant advantages to our customers, but the markets we serve are in a relatively
early stage of development and it is uncertain how rapidly they will develop. It is also uncertain whether our products will achieve
high levels of demand and acceptance as these markets grow. If companies in the industries we serve do not perceive or value the
benefits of our technologies and products, or if they are unwilling to adopt our products as alternatives to traditional power
conversion solutions, the market for our products may not develop or may develop more slowly than we expect, which could significantly
and adversely impact our operating results.
As a supplier to the grid
energy storage, solar combined with storage, microgrid and related industries, we may be subject to business cycles. The timing,
length, and volatility of these business cycles may be difficult to predict. These industries may be cyclical due to sudden changes
in customers’ manufacturing capacity requirements and spending, which depend in part on capacity utilization, demand for
customers’ products, inventory levels relative to demand, and access to affordable capital. These changes may affect the
timing and amounts of customers’ purchases and investments in technology, and affect our orders, net sales, operating expenses,
and net income. In addition, we may not be able to respond adequately or quickly to the declines in demand by reducing our costs.
We may be required to record significant reserves for excess and obsolete inventory as demand for our products changes.
To meet rapidly changing
demand in each of the industries we serve, we must effectively manage our resources and production capacity. During periods of
decreasing demand for our products, we must be able to appropriately align our cost structure with prevailing market conditions,
effectively manage our supply chain, and motivate and retain key employees. During periods of increasing demand, we must have sufficient
manufacturing capacity and inventory to fulfill customer orders, effectively manage our supply chain, and attract, retain, and
motivate a sufficient number of qualified individuals. If we are not able to timely and appropriately adapt to changes in our business
environment or to accurately assess where we are positioned within a business cycle, our business, financial condition, or results
of operations may be materially and adversely affected.
To date we have had
a limited number of customers. We cannot assure you that our customer base will increase.
We had revenue from four
customers which accounted for 66% of net revenue for the year ended December 31, 2015. One of these customers, Coda Energy, which
accounted for 10% of net revenue, declared bankruptcy in December 2015. We had receivable balances from three customers that accounted
for 66% of trade receivables at December 31, 2015. As we sell our products to a limited number of customers, we cannot assure you
that our customer base will expand or that any decline in net revenue attributable to customer losses will be replaced in a timely
manner.
Product development
is an inherently uncertain process, and we may encounter unanticipated development challenges and may not be able to meet our
product development and commercialization milestones.
Product development and
testing may be subject to unanticipated and significant delays, expenses and technical or other problems. We cannot guarantee that
we will successfully achieve our milestones within our planned timeframe or ever. We commonly develop prototypes of planned products
prior to the full commercialization of these products. We cannot predict whether prototypes of future products will achieve results
consistent with our expectations. A prototype could cost significantly more than expected or the prototype design and construction
process could uncover problems that are not consistent with our expectations. Prototypes of emerging products are a material part
of our business plan, and if they are not proven to be successful, our business and prospects could be harmed.
More generally, the commercialization
of our products may also be adversely affected by many factors not within our control, including:
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the
willingness of market participants to try a new product and the perceptions of these market participants of the safety, reliability,
functionality and cost effectiveness of our products;
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the emergence of newer, possibly more effective technologies;
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the future cost and availability of the raw materials and components needed to manufacture and use our products; and
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the adoption of new regulatory or industry standards that may adversely affect the use or cost of our products.
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Accordingly, we cannot
predict that our products will be accepted on a scale sufficient to support development of mass markets for them.
We must achieve design wins to retain
our existing customers and to obtain new customers, although design wins achieved do not necessarily result in substantial sales.
The constantly changing
nature of technology in the markets we serve causes equipment manufacturers to continually design new systems. We must work with
these manufacturers early in their design cycles to modify our equipment or design new equipment to meet the requirements of their
new systems. Manufacturers typically choose one or two vendors to provide the components for use with early system shipments. Selection
as one of these vendors is called a design win. It is critical that we achieve these design wins in order to retain existing customers
and to obtain new customers.
We believe that equipment
manufacturers often select their suppliers based on factors including long-term relationships and end user demand. Accordingly,
we may have difficulty achieving design wins from equipment manufacturers who are not currently our customers. In addition, we
must compete for design wins for new systems and products of our existing customers, including those with whom we have had long-term
relationships. Our efforts to achieve design wins are time consuming, expensive, and may not be successful. If we are not successful
in achieving design wins, or if we do achieve design wins but our customers’ systems that utilize our products are not successful,
our business, financial condition, and results of operations could be materially and adversely impacted.
Once a manufacturer chooses
a component for use in a particular product, it is likely to retain that component for the life of that product. Our sales and
growth could experience material and prolonged adverse effects if we fail to achieve design wins. However, design wins do not always
result in substantial sales, as sales of our products are dependent upon our customers’ sales of their products.
We have received grant funds from the
United States for the development of a bi-directional switch. In certain instances, the
United States may obtain title to inventions related to this effort. If we were to lose title to those inventions, we may have
to pay to license them from the United States in order to manufacture the inventions. If we were unable to license those inventions
from the United States, it could slow down our product development.
In
conjunction with the Advanced Research Projects Agency-Energy, or ARPA-E, grant we received from the Department of Energy, we
granted to the United States a non-exclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for
or on behalf of the United States inventions related to the bi-directional switch and made within the scope of the grant. If
we fail to disclose to the Department of Energy an invention made with grant funds that we disclose to patent counsel or for
publication, or if we elect not to retain title to the invention, the United States may request that title to the subject
invention be transferred to it.
We also granted “march-in-rights”
to the United States in connection with any bi-directional switch inventions in which we choose not to retain title, if those inventions are
made under the ARPA-E grant. Pursuant to the march-in-rights, the United States has the right to require us, any person to whom
we have assigned our rights, or any exclusive licensee to grant a non-exclusive, partially exclusive, or exclusive license in any
field of use to a responsible applicant upon terms that are reasonable. If the license is not granted as requested, the United
States has the right to grant the license if it determines that we have not achieved practical application of the invention in
the field of use, the action is necessary to alleviate health or safety needs, the action is necessary to meet requirements for
public use specified by Federal regulations and such requirements have not been satisfied, or the action is necessary because an
agreement to manufacture the invention in the United States has not been obtained or waived or because any such agreement has been
breached.
If we lost title to the
United States as a result of any of these events, we would have to pay to license the inventions, if needed, to manufacture the
bi-directional switch from the United States. If we were unable to license those inventions from the United States, it could slow down our product
development.
As we continue to
grow and to develop our intellectual property, we could attract threats from patent monetization firms or competitors alleging
infringement. We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual
property rights.
As we continue to grow
and to develop our intellectual property, we could attract threats from patent monetization firms or competitors alleging infringement
of intellectual property rights.
In addition, some of our
competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially
greater resources. If we do not prevail in this type of litigation, we may be required to: pay monetary damages; stop commercial
activities relating to our product; obtain one or more licenses in order to secure the rights to continue manufacturing or marketing
certain products; or attempt to compete in the market with substantially similar products. Uncertainties resulting from the initiation
and continuation of any litigation could limit our ability to continue some of our operations.
For instance, on October
4, 2013 we received a letter from a competitor alleging that the system architecture described on our website appeared to infringe
on patents licensed to or held by the competitor. The letter asked that we explain why we believe that our technology does not
represent an infringement. This competitor sent a subsequent letter on February 3, 2014 directly alleging our PPSA technology infringed
upon one of the competitor’s patent. Following receipt of the first letter, we investigated the competitor’s claims
and determined that their allegations were without merit. In early 2014, following our receipt of the February 3, 2014 letter,
we met with the competitor to discuss their claims. No subsequent discussions have been held with, and no further correspondence
has been received from, this competitor.
We expect to license
our technology in the future; however the terms of these agreements may not prove to be advantageous to us. If the license agreements
we enter into do not prove to be advantageous to us, our business and results of operations will be adversely affected.
We expect to license the
manufacture of our product designs for certain markets as well as license our technology for certain potential applications which
we choose not to pursue directly through the sale of products. However, we may not be able to secure license agreements with customers
on terms that are advantageous to us. Furthermore, the timing and volume of revenue earned from license agreements will be outside
of our control. If the license agreements we enter into do not prove to be advantageous to us, our business and results of operations
will be adversely affected.
Until recently, we
have not devoted significant resources towards the marketing and sale of our products and we continue to rely on the marketing
and sales efforts of third parties whom we do not control.
We expect that the marketing
and sale of our battery converter and PCS products to end user customers will continue to be conducted primarily by a combination
of system integrators, third-party strategic partners, distributors, and original equipment manufacturers, or OEMs. Consequently,
commercial success of our products will depend, to a great extent, on the efforts of others. We may not be able to identify, maintain
or establish additional and/or appropriate relationships in the future. We can give no assurance that these third parties will
focus adequate resources on selling our products or will be successful in selling them. In addition, these third-parties have or
may require us to provide volume price discounts and other allowances, customize our products or provide other concessions that
could reduce the potential profitability of these relationships. Failure to develop sufficient customer, distribution and marketing
relationships in our target markets will adversely affect our commercialization schedule and to the extent we have entered or enter
into such relationships, the failure of our distributors and other third parties to assist us with the marketing and distribution
of our products, or to meet their monetary obligations to us, may adversely affect our financial condition and results of operations.
A material part of
our success depends on our ability to manage our suppliers and contract manufacturers. Our failure to manage our suppliers and
contract manufacturers could materially and adversely affect our results of operations and relations with our customers.
We rely upon suppliers
to provide the components necessary to build our products and on contract manufacturers to procure components and assemble our
products. There can be no assurance that key suppliers and contract manufacturers will provide components or products in a timely
and cost efficient manner or otherwise meet our needs and expectations. Our ability to manage such relationships and timely replace
suppliers and contract manufacturers, if necessary, is critical to our success. Our failure to timely replace our contract manufacturers
and suppliers, should that become necessary, could materially and adversely affect our results of operations and relations with
our customers.
Our business may
be dependent upon our ability to obtain financing. If we do not obtain such financing, we may have to cease our activities.
There is no assurance that
we will operate profitably or generate positive cash flows in the future. In the future, we may require additional financing in
order to sell our then current products and to continue the research and development required to develop our next generation of
products. At that time, we may not be able to obtain financing on commercially reasonable terms or at all. If we do not obtain
such financing when needed, our business could fail.
The macro-economic
environment in the United States and abroad has adversely affected, and may in the future adversely affect, our ability to raise
capital, which may potentially impact our ability to continue our operations.
As a company with limited
revenues to date, we may need to rely on raising funds from investors to support our future research and development activities
and our operations. Macro-economic conditions in the United States and abroad may result in a tightening of the credit markets
and/or less capital available for small public companies, which may make it more difficult to raise capital. If we are unable to
raise funds as and when we need them, we may be forced to curtail our operations or even cease operating altogether.
We are subject to
credit risks.
Some of our customers may
experience financial difficulties and/or may fail to meet their financial obligations to us. As a result, we may incur charges
for bad debt provisions related to some trade receivables. In addition, in connection with the growth of the renewable energy market
and other markets for our products, we are gaining new customers, some of which have relatively short histories of operations or
are newly formed companies. As a result, it is difficult to ascertain financial information in order to appropriately extend credit
to these customers. Further, the volatility in the renewable energy market may put additional pressure on our customers’
financial positions, as they may be required to respond to large swings in revenue. The renewable energy industry has also, from
time to time, seen an increasing amount of bankruptcies and reorganizations as the availability of financing has diminished. In
2015, two of our customers filed for bankruptcy. Although we have limited credit losses related to these bankruptcies, our December
31, 2015 backlog and near term future revenue were impacted by the bankruptcy of Coda Energy, one of these two customers.
If customers fail to meet
their financial obligations to us, or if the assumptions underlying our recorded bad debt provisions with respect to receivables
obligations do not accurately reflect our customers’ financial condition and payment levels, we could incur write-offs of
receivables in excess of our provisions, which could have a material adverse effect on our cash flow and operating results.
We may not be able
to control our warranty exposure, which could increase our expenses.
We currently offer and
expect to continue to offer a warranty with respect to our products and we expect to offer a design warranty under future licensing
agreements, if any. Due to our limited long-term history of operating data, our reserve is estimated based on engineering judgment
and third party assessments of our product reliability. If the cost of warranty claims exceeds any reserves we may establish for
such claims, our results of operations and financial condition could be adversely affected.
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, increase our expenses and prevent us from growing or continuing
our business. Potential customers may rely on our products for critical needs and a malfunction of our products could result in
warranty claims or other product liability. 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 revenue
and harm our business. Further, since our products are used in systems that are made by other manufacturers, we may be subject
to product liability claims even if our products do not malfunction.
We are highly dependent
on the services of R. Daniel Brdar and William Alexander, as well as other key members of our executive management team. Our inability
to retain these individuals could impede our business plan and growth strategies, which could have a negative impact on our business
and the value of your investment.
Our ability to implement
our business plan depends, to a critical extent, on the continued efforts and services of R. Daniel Brdar, our Chief Executive
Officer and President, William Alexander, our founder and Chief Technology Officer, and other members of our executive management
team. If we lose the services of any of these persons during this important time in our development, the loss may result in a delay
in the implementation of our business plan and plan of operations. We can give no assurance that we could find satisfactory replacements
for these individuals on terms that would not be unduly expensive or burdensome to us. We do not currently carry a key-man life
insurance policy that would assist us in recouping our costs in the event of the death or disability of any of these persons.
Any failure
by management to properly manage our expected rapid growth could have a material adverse effect on our business, operating results
and financial condition.
If our business develops
as expected, we anticipate that we will grow rapidly in the near future. Our failure to properly manage our expected rapid growth
could have a material adverse effect on our ability to retain key personnel. Our expansion could also place significant demands
on our management, operations, systems, accounting, internal controls and financial resources. If we experience difficulties in
any of these areas, we may not be able to expand our business successfully or effectively manage our growth. Any failure by management
to manage growth and to respond to changes in our business could have a material adverse effect on our business, financial condition
and results of operations.
Backlog may not result
in revenue.
Our backlog was approximately
$5.2 million at December 31, 2015. We define backlog as consisting of accepted orders from customers for which an expected product
delivery schedule has been specified. The purchase orders comprising backlog are not cancellable in most cases and such orders
generally do not provide price protection. Nevertheless, deliveries against received purchase orders may be rescheduled within
negotiated parameters and our backlog may, therefore, not be indicative of revenues in any given period.
Risks Relating to the Industry
The electric power
conversion industry is competitive, has a number of well-financed incumbents and may see a significant number of new market entrants.
We cannot guarantee that we can compete successfully.
We may compete against
providers of PCS that are well established and have substantially greater assets, including manufacturing, marketing, and financial
assets. These incumbents also have strong market share and name brand recognition in the industry. Potential competitors include
ABB, Ltd., Eaton Corporation plc, SMA Solar Technology AG, and Schneider Electric SE. Pricing and servicing, as well as the general
quality, efficiency and reliability of products, are significant competitive criteria in this industry. New market entrants may
offer competitive new technologies and products, and may also contribute to significant price competition.
Our ability to successfully
compete on each of these criteria is material to the acceptance of our products and their future profitability. In addition, the
industry may resist new technology and products from suppliers that are not well capitalized with long track records of performance.
Our competitors use their balance sheet and brand recognition to their competitive advantage. Should our products become commercially
successful, competitors may seek to drive their own innovation and adopt or copy ideas, designs and features to regain their competitive
positions. Incumbent or new competitors may develop or offer technologies and products that may be more effective or popular than
our products and these competitors may be more successful in marketing their products than we are in marketing our products. Additionally,
price competition may result in lower than expected margins for our products.
We expect to compete
on the basis of our products’ lower cost, smaller footprint, higher efficiency, and technological innovation, flexibility
and features. Unrelated technological advances in alternative energy products or other power conversion technologies may negatively
impact the development of our products or make our products uncompetitive or obsolete at any time. We cannot guarantee that we
will be able to compete successfully in the electric power conversion industry.
Our business is substantially
dependent on utility rate structures and government incentive programs that encourage the use of alternative energy sources. The
reduction or elimination of government subsidies and economic incentives for energy-related technologies would harm our business.
We believe that near-term
growth of energy-related technologies, including power conversion technology, relies partly on the availability and size of government
and economic incentives and grants (including, but not limited to, the U.S. Investment Tax Credit and various state and local
incentive programs). These incentive programs could be challenged by utility companies, or for other reasons found to be unconstitutional,
and/or could be reduced or discontinued for other reasons. The reduction, elimination, or expiration of government subsidies and
economic incentives could harm our business.
A combination of utility
rate structures and government subsidies that encourage the use of alternative energy sources is a primary driver of demand for
our products. For example, public utilities are often allowed to collect demand charges on commercial and industrial customers
in addition to traditional usage charges. In addition, the federal government and many states encourage the use of alternative
energy sources through a combination of direct subsidies and tariff incentives such as net metering for users that use alternative
energy sources such as solar power. California also encourages alternative energy technology through its Self-Generation Incentive
Program, or SGIP, which offers rebates for businesses and consumers who adopt certain new technologies. As a result of these incentives,
we believe that a substantial portion of the products we have sold have been for use by end customers in California. Other states
have similar incentives and mandates which encourage the adoption of alternative energy sources. Notwithstanding the adoption of
other incentive programs, we expect that California will be the most significant market for the sale of our products in the near
term for stand-alone storage applications. Should California or another state in which we derive a substantial portion of our product
revenues in the future change its utility rate structure or eliminate or significantly reduce its incentive programs, demand for
our products could be substantially affected, which would adversely affect our business prospects, financial condition and operating
results.
Changes to the National
Electrical Codes could adversely affect our technology and products.
Our products are installed
by system integrators that must meet the National Electrical Codes, or NEC, standards, including using equipment that meets industry
standards such as UL1741. The NEC standards address the safety of these systems. The NEC standards, along with the UL1741 and
IEEE1547 requirements, continue to evolve and are subject to change. If we respond to these changing standards and requirements
more slowly than our competitors, or if we are unable to meet new standards and requirements, our products will be less competitive.
New technologies
in the alternative energy industry may supplant our current products and technology in this market, which would harm our business
and operations.
The alternative energy
industry is subject to rapid technological change. Our future success will depend on the cutting edge relevance of our technology,
and thereafter on our ability to appropriately respond to changing technologies and changes in function of products and quality.
If new technologies supplant our power conversion technology, our business would be adversely affected and we will have to revise
our plan of operation.
Businesses, consumers,
and utilities might not adopt alternative energy solutions as a means for providing or obtaining their electricity and power needs.
On-site distributed
power generation solutions that utilize our products provide an alternative means for obtaining electricity and are relatively
new methods of obtaining electrical power. There is a risk that businesses, consumers, and utilities may not adopt these new methods
at levels sufficient to grow our business. Traditional electricity distribution is based on the regulated industry model whereby
businesses and consumers obtain their electricity from a government regulated utility. For alternative methods of distributed
power to succeed, businesses, consumers and utilities must adopt new purchasing practices and must be willing to rely upon less
traditional means of providing and purchasing electricity. As larger solar projects come online, utilities are becoming increasingly
concerned with grid stability, power management and the predictable loading of such power onto the grid.
We cannot be certain
that businesses, consumers, and utilities will choose to utilize on-site distributed power at levels sufficient to sustain our
business. The development of a mass market for our products may be impacted by many factors which are out of our control, including:
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market
acceptance of systems that incorporate our products;
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the cost competitiveness of these systems;
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regulatory requirements; and
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the emergence of newer, more competitive technologies and products.
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If a mass market fails to
develop or develops more slowly than we anticipate, we may be unable to recover the costs we will have incurred to develop these
products.
Our sales cycle is
lengthy and variable, which makes it difficult for us to accurately forecast revenue and which may affect our quarterly results.
The sales cycle for our products
is typically lengthy and unpredictable, which makes it difficult for us to accurately forecast revenues in a given period, and
may cause revenue and operating results to vary significantly from period to period. We currently sell our products primarily to
system integrators that integrate our products into larger “turn-key” solutions for their customers. Before system
integrators agree to specify our products in their systems, the integrators engage in a lengthy and time-consuming process of testing
and evaluating our equipment. This process can take from a few months to as long as a year. Even if our products are approved for
use by a system integrator, the system integrator may not place an order for our equipment until the system integrator has entered
into a contract with the end user for the design and installation of the system. In many cases, the system integrator is required
to respond to a detailed request for proposal or to submit a proposal before a contract for the system is executed. As a result,
there may be a significant period of time between the time our products are approved for use by a particular system integrator
and the time we record revenue from the sale of our products. As a result of potentially lengthy sales cycles, we may have difficulty
in accurately predicting our operating results for any given period, and may experience significant unanticipated fluctuations
in our revenues from period to period. Any failure to achieve anticipated revenues for a period could adversely affect our operating
results and the market price of our common stock.
Our revenue and operating
results for any quarterly reporting period may fluctuate significantly depending on the timing of the delivery of our products.
Our revenue from product
sales has resulted from the sale of a relatively low volume of units to a limited number of customers. As a result, a change in
the expected delivery date for a particular customer order could have a significant impact on our quarterly revenues and operating
results. Although we maintain a small finished goods inventory, in most cases products are produced for us by our contract manufacturer
in response to a particular customer order. Because of our varying sales cycles, our manufacturing lead times and the limited to
moderate flexibility in rescheduling delivery dates we provide to our customers, we may not be able to accurately predict the timing
of the delivery of a particular order. Significant unanticipated fluctuations in our revenues from period to period could adversely
affect our operating results and the market price for our common stock.
Risks Related to Owning Our Common Stock
The public market for
our common stock may be volatile. This may affect the ability of our investors to sell their shares as well as the price at which
they sell their shares.
The market price for the
shares may be significantly affected by factors such as variations in the volume of trading activity, quarterly and yearly operating
results, general trends in the alternative energy industry or other markets we serve, and changes in state or federal regulations
affecting us and our industry. Furthermore, in recent years the stock market has experienced extreme price and volume fluctuations
that are unrelated or disproportionate to the operating performance of the affected companies. Such broad market fluctuations may
adversely affect the market price of our common stock.
We have the right to
issue shares of preferred stock. If we were to issue preferred stock, it is likely to have rights, preferences and privileges that
may adversely affect the common stock.
We are authorized to issue
10,000,000 shares of “blank check” preferred stock, with such rights, preferences and privileges as may be determined
from time-to-time by our board of directors. Our board of directors is empowered, without stockholder approval, to issue preferred
stock in one or more series, and to fix for any series the dividend rights, dissolution or liquidation preferences, redemption
prices, conversion rights, voting rights, and other rights, preferences and privileges for the preferred stock. No shares of preferred
stock are presently issued and outstanding and we have no plans to issue shares of preferred stock. The issuance of shares of preferred
stock, depending on the rights, preferences and privileges attributable to the preferred stock, could reduce the voting rights
and powers of the common stock and the portion of our assets allocated for distribution to common stockholders in a liquidation
event, and could also result in dilution in the book value per share of the common stock we are offering. The preferred stock could
also be utilized, under certain circumstances, as a method for raising additional capital or discouraging, delaying or preventing
a change in control of the Company, to the detriment of the investors in the common stock offered hereby. We cannot assure you
that we will not, under certain circumstances, issue shares of our preferred stock.
We have not paid dividends
in the past and have no immediate plans to pay dividends.
We plan to reinvest all of
our earnings, to the extent we have earnings, in order to market our products and to cover operating costs and to otherwise become
and remain competitive. We do not plan to pay any cash dividends with respect to our securities in the foreseeable future. We cannot
assure you that we would, at any time, generate sufficient surplus cash that would be available for distribution to the holders
of our common stock as a dividend. Therefore, you should not expect to receive cash dividends on our common stock.
We incur significant
costs as a result of becoming a public company that reports to the Securities and Exchange Commission and our management is required
to devote substantial time to meet compliance obligations.
As a public company reporting
to the Securities and Exchange Commission, we incur significant legal, accounting and other expenses. We are subject to reporting
requirements of the Exchange Act and the Sarbanes-Oxley Act, as well as rules subsequently implemented by the Securities and Exchange
Commission that impose significant requirements on public companies, including requiring establishment and maintenance of effective
disclosure and financial controls and changes in corporate governance practices. Our management and other personnel are required
to devote a substantial amount of time to these and other new compliance initiatives. In addition, we believe these rules and regulations
may make it more costly for us to obtain director and officer liability insurance, and we may be required to accept reduced policy
limits and coverage or incur substantially higher costs to obtain the same or similar coverage in the future. As a result, it may
be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as
executive officers.
Shares eligible for
future sale may adversely affect the market for our common stock.
Sales of substantial amounts
of our common stock in the public market, or the perception that these sales could occur, could cause the market price of our common
stock to decline. These sales could also make it more difficult for us to sell equity or equity-related securities in the future
at a time and price that we deem appropriate.
At December 31, 2015, we
had 9,549,544 shares of common stock outstanding. Shares beneficially owned by our affiliates and employees are subject to volume
and other restrictions under Rules 144 and 701 under the Securities Act of 1933, as amended, or the Securities Act, various vesting
agreements, our insider trading policy and any applicable 10b5-1 trading plan. Shares that are not beneficially owned by our affiliates
and employees generally can be freely sold in the public market, subject in some cases to restrictions under Rule 144.
At December 31, 2015, we
had 2,846,325 potentially dilutive shares outstanding and we may grant additional options, stock-based awards and/or warrants in
the future. If our stock price rises, the holders of vested options, stock-based awards or warrants may exercise their options,
stock-based awards and/or warrants and sell a large number of shares. Any sale of a substantial number of shares of our common
stock may have a material adverse effect on the market price of our common stock.
Our charter documents
and Delaware law may inhibit a takeover that stockholders consider favorable.
Our Certificate of Incorporation,
or Certificate, and bylaws and applicable provisions of Delaware law may delay or discourage transactions involving an actual or
potential change in control or change in our management, including transactions in which stockholders might otherwise receive a
premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. The provisions
in our Certificate and bylaws:
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•
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authorize
our board of directors to issue preferred stock without stockholder approval and to designate the rights, preferences and privileges
of each class; if issued, such preferred stock would increase the number of outstanding shares of our capital stock and could
include terms that may deter an acquisition of us;
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•
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limit who may call stockholder meetings;
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•
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do not permit stockholders to act by written consent;
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•
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do not provide for cumulative voting rights; and
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•
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provide that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.
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In addition, Section 203
of the Delaware General Corporation Law may limit our ability to engage in any business combination with a person who beneficially
owns 15% or more of our outstanding voting stock unless certain conditions are satisfied. This restriction lasts for a period of
three years following the share acquisition. These provisions may have the effect of entrenching our management team and may deprive
you of the opportunity to sell your shares to potential acquirers at a premium over prevailing prices. This potential inability
to obtain a control premium could reduce the price of our common stock. See “Anti-Takeover Effects of Certain Provisions
of Delaware Law and Our Charter Documents” for additional information.
If securities or industry
analysts do not publish or do not continue to publish research or reports about our business, or if they issue an adverse or misleading
opinion regarding our stock, our stock price and trading volume could decline.
The trading market for our
common stock is influenced by the research and reports that industry or securities analysts publish about us or our business. Presently,
a number of securities analysts publish reports on us on a regular basis. If any of the analysts who cover us now or in the future
issue an adverse opinion regarding our stock, our stock price would likely decline. If one or more of these analysts ceases coverage
of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could
cause our stock price or trading volume to decline.
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ITEM
5:
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MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Our common stock is quoted
under the symbol IPWR on the NASDAQ Capital Market. The table below presents the range of high and low sales prices of our common
stock for the years ended December 31, 2015 and 2014.
High and low sales prices
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High
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Low
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Fiscal year ended December 31, 2015
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|
|
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First quarter
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$
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10.21
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$
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5.93
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Second quarter
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$
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11.53
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$
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7.75
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Third quarter
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$
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8.55
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$
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6.10
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Fourth quarter
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$
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9.65
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$
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6.45
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Fiscal year ended December 31, 2014
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|
|
|
|
|
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First quarter
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$
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12.59
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|
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$
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5.25
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Second quarter
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$
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9.60
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$
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7.00
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Third quarter
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$
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9.40
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$
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6.51
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Fourth quarter
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$
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8.00
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$
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5.82
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As
of March 23, 2016 we had approximately 42 shareholders of record. The name, address and telephone number of our stock transfer
agent is Corporate Stock Transfer, Inc., 3200 Cherry Creek South Drive, Suite 430, Denver, Colorado, 80209, (303) 282-4800.
Dividends
We have not paid any cash
dividends on our common stock since our inception and do not anticipate paying any cash dividends in the foreseeable future. We
plan to retain our earnings, if any, to provide funds for the expansion of our business.
Securities Authorized for Issuance under
Equity Compensation Plans
The table below provides
information, as of December 31, 2015, regarding our 2013 Equity Incentive Plan (the “Plan”) under which our equity
securities are authorized for issuance to officers, directors, employees, consultants, independent contractors and advisors.
Plan category
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Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
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Weighted-average exercise price of outstanding options, warrants and rights
(b)
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Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
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Equity compensation plans approved by security holders
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1,428,323
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(1)
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$
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6.94
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|
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831,615
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(2)
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(1)
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This
amount includes performance stock units (“PSU”) granted to employees.
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(2)
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This
amount will not be subject to future increases, absent shareholder approval of an increase in the securities authorized for issuance
under the Plan.
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Recent Issuances of Unregistered Securities
On February 17, 2015, the
Company issued 939 shares of common stock to an option holder in connection with the exercise of an option. The per share exercise
price was $2.97149 and the options were exercised on a cashless basis. The Company relied on the exemption provided by Section
3(a)(9) of the Securities Act of 1933 to issue the common stock.
On April 7, 2015, the Company
issued 18,816 shares of common stock to an option holder in connection with the exercise of stock options. The per share exercise
price was $2.97149 and the options were exercised on a cashless basis. The Company relied on the exemption provided by Section
3(a)(9) of the Securities Act of 1933 to issue the common stock.
On May 5, 2015, the Company
issued 9,710 shares of common stock to a warrant holder in connection with the exercise of a warrant. The per share exercise price
was $3.47626 and the warrant was exercised on a cashless basis. The Company relied on the exemption provided by Section 3(a)(9)
of the Securities Act of 1933 to issue the common stock.
On May 6, 2015, the Company
issued 11,957 shares of common stock to a warrant holder in connection with the exercise of a warrant. The per share exercise price
was $3.47626 and the warrant was exercised on a cashless basis. The Company relied on the exemption provided by Section 3(a)(9)
of the Securities Act of 1933 to issue the common stock.
On July 1, 2015, the Company
issued 7,000 shares of common stock to an option holder in connection with the exercise of stock options. The per share exercise
price was $5.00. The Company relied on the exemption provided by Rule 701 of the Securities Act of 1933 to issue the common stock.
On September 1, 2015, we
issued 3,293 shares of common stock to a warrant holder in connection with the exercise of a warrant. The per share exercise price
was $3.47626 and the warrant was exercised on a cashless basis. The Company relied on the exemption provided by Section 3(a)(9)
of the Securities Act of 1933 to issue the common stock.
On September 11, 2015, we
issued 14,383 shares of common stock to a warrant holder in connection with the exercise of a warrant. The per share exercise price
was $3.47626. The Company relied on the exemption provided by Section 4(a)(2) of the Securities Act of 1933 to issue the common
stock inasmuch as the warrant holder was an accredited investor and there was no form of general solicitation or general advertising
relating to the offer.
On October 6, 2015, we issued
14,383 shares of common stock to a warrant holder in connection with the exercise of a warrant. The per share exercise price was
$3.47626. The Company relied on the exemption provided by Section 4(a)(2) of the Securities Act of 1933 to issue the common stock
inasmuch as the warrant holder was an accredited investor and there was no form of general solicitation or general advertising
relating to the offer.
On October 28, 2015, we issued
1,988 shares of common stock to a warrant holder in connection with the exercise of a warrant. The per share exercise price was
$3.47626 and the warrant was exercised on a cashless basis. The Company relied on the exemption provided by Section 4(a)(2) of
the Securities Act of 1933 to issue the common stock inasmuch as the warrant holder was an accredited investor and there was no
form of general solicitation or general advertising relating to the offer.
On October 29, 2015, the
Company issued 3,733 shares of common stock to an option holder in connection with the exercise of stock options. The per share
exercise price was $5.00 and the options were exercised on a cashless basis. The Company relied on the exemption provided by Section
3(a)(9) of the Securities Act of 1933 to issue the common stock.
On November 5, 2015, we issued
49,003 shares of common stock to a warrant holder in connection with the exercise of several warrants. The per share exercise prices
were $3.47626 and $4.34533 and the warrants were exercised on a cashless basis. We relied on the exemption provided by Section
3(a)(9) of the Securities Act of 1933 to issue the common stock.
On November 9, 2015, the
Company issued 6,083 shares of common stock to an option holder in connection with the exercise of stock options. The per share
exercise price was $6.3276 and $5.00 and the options were exercised on a cashless basis. The Company relied on the exemption provided
by Section 3(a)(9) of the Securities Act of 1933 to issue the common stock.
On November 16, 2015, the
Company issued 1,621 shares of common stock to an option holder in connection with the exercise of stock options. The per share
exercise price was $5.00 and the options were exercised on a cashless basis. The Company relied on the exemption provided by Section
3(a)(9) of the Securities Act of 1933 to issue the common stock.
On November 24, 2015, the
Company issued 1,603 shares of common stock to an option holder in connection with the exercise of stock options. The per share
exercise price was $5.00 and the options were exercised on a cashless basis. The Company relied on the exemption provided by Section
3(a)(9) of the Securities Act of 1933 to issue the common stock.
On December 2, 2015, the
Company issued 6,085 shares of common stock to an option holder in connection with the exercise of stock options. The per share
exercise prices ranged between $0.79525 and $2.97149 and the options were exercised on a cashless basis. The Company relied on
the exemption provided by Section 3(a)(9) of the Securities Act of 1933 to issue the common stock.
On December 23, 2015, the
Company issued 11,107 shares of common stock to an option holder in connection with the exercise of stock options. The per share
exercise price was $2.97149 and the options were exercised on a cashless basis. The Company relied on the exemption provided by
Section 3(a)(9) of the Securities Act of 1933 to issue the common stock.
Use of Proceeds
Our initial public offering
of our common stock on registration statement number 333-190414, declared effective on November 21, 2013, raised approximately
$15 million in net cash proceeds after expenses.
On May 20, 2015, we closed
an underwritten follow-on offering of 2,225,825 shares, inclusive of the underwriter’s overallotment of 290,325 shares, of
our common stock at a price of $7.75, before underwriting discounts and commissions. The offer and sale of all shares in the follow-on
offering were registered under the Securities Act of 1933, as amended pursuant to a registration statement on Form S-3 (registration
number 333-200661), which was declared effective on April 27, 2015, and raised approximately $15.9 million in net cash proceeds
after expenses.
Through December 31, 2015,
we used approximately $16 million of the net cash proceeds from our equity offerings. These funds were used as follows: $1.1 million
for protection of our intellectual property, $1.1 million for purchase of equipment and software and the remainder for our operations,
including research and development and general and working capital purposes. None of the proceeds were used for construction of
plant, building and facilities, the purchase of real estate or the acquisition of any business.
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ITEM
6:
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SELECTED
FINANCIAL DATA.
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As a smaller reporting company
we are not required to provide this information.
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ITEM
7:
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
The following discussion
and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements
and related notes included elsewhere in this Annual Report on Form 10-K. In addition to historical information, this discussion
and analysis here and throughout this Form 10-K contains forward-looking statements that involve risks, uncertainties and assumptions.
Our actual results may differ materially from those anticipated in these forward-looking statements.
Overview
Ideal Power is located
in Austin, Texas. We design, market and sell electrical power conversion products using our proprietary technology called Power
Packet Switching Architecture, or PPSA. PPSA enables high efficiency power conversion by eliminating many of the heavy, passive
components used in conventional power conversion products and replacing them with a unique software-enabled topology. Our products
are designed to be used in both on-grid and off-grid applications. We believe our products are the only transformer-less power
converters with electrical isolation certified for on-grid applications. Our technology is protected by a patent portfolio of 36
US and 6 foreign issued patents.
We sell our products primarily to systems integrators as part
of a larger turn-key system which enable end users to manage their electricity consumption, by reducing demand charges or fossil
fuel consumption, integrating renewable energy sources or and form their own microgrid. Our products are made by contract manufacturers
to our specifications, enabling us to scale production to meet demand on a cost-effective basis without requiring significant expenditures
on manufacturing facilities and equipment. Our existing products that connect to the power grid are certified for UL 1741 conformance.
As our products gain broader acceptance in the power conversion market, we intend to license our proprietary PPSA-based product
designs to OEMs within our target markets, as well as license our technologies for other markets which we do not plan to enter
directly.
We were founded on May
17, 2007. To date, operations have been funded primarily through the sale of common stock and, prior to our initial public offering,
the issuance of convertible debt. Total revenue generated from inception to date as of December 31, 2015 amounted to $10,337,105
with approximately a third of that revenue coming from government grants. We may continue to pursue research and development grants,
if and when available, for the purpose of developing new products and improving current products.
Critical Accounting Policies
The following discussion
and analysis of financial condition and results of operations is based upon our financial statements, which have been prepared
in conformity with accounting principles generally accepted in the United States of America. Certain accounting policies and estimates
are particularly important to the understanding of our financial position and results of operations and require the application
of significant judgment by our management or can be materially affected by changes from period to period in economic factors or
conditions that are outside of our control. As a result, they are subject to an inherent degree of uncertainty. In applying these
policies, we use our judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those
estimates are based on our historical operations, our future business plans and projected financial results, the terms of existing
contracts, our observance of trends in the industry, information provided by our customers and information available from other
outside sources, as appropriate. Please see Note 2 to our financial statements for a more complete description of our significant
accounting policies.
Revenue Recognition
. Revenue
from product sales is recognized when the risks of loss and title pass to the customer, as specified in (1) the respective sales
agreements and (2) other revenue recognition criteria as prescribed by Staff Accounting Bulletin (“SAB”) No. 101, “Revenue
Recognition in Financial Statements”, as amended by SAB No. 104, “Revenue Recognition”. We generally sell our
products free-on-board shipping and recognize revenue when products are shipped.
In prior years, we received
payments from government entities in the form of government grants with the most significant being a $2.5 million grant from ARPA-E
awarded on January 30, 2012. Government grants are agreements that generally provide us with cost reimbursement for certain types
of research and development activities over a contractually defined period. Revenues from government grants are recognized in the
period during which we incur the related costs, provided that we have incurred the cost in accordance with the specifications and
work plans determined between us and the government entity. Costs incurred related to grants are recorded as grant research and
development costs. At December 31, 2014, we had recognized all grant revenues related to the ARPA-E grant and no grant revenue
was recognized in the year ended December 31, 2015.
Research and Development
. Grant
research and development are costs incurred solely related to grant revenues, and are classified as a line item under cost of revenues.
Other research and development costs are presented as a line item under operating expenses and are expensed as incurred.
Intangible Assets.
Our
intangible assets are primarily related to patents. We capitalize legal costs and filing fees, if any, associated with obtaining
patents on our new inventions or other intangible assets. Once the asset have been issued or placed in service, we amortize these
costs over the shorter of the legal life (generally a maximum of 20 years) or its estimated economic life using the straight-line
method.
Income Taxes
. We
account for income taxes using an asset and liability approach that allows for the recognition and measurement of deferred tax
assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred
taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets
if it is more likely than not these items will either expire before we are able to realize their benefits, or that future deductibility
is uncertain. Tax benefits from an uncertain tax position are recognized only if it is more likely than not that the tax position
will be sustained on examination by the taxing authorities, based on the technical merits of the position.
Stock-Based Compensation
. We
apply Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “Stock
Compensation,” when recording stock based compensation. The fair value of each stock option award is estimated on the date
of grant using the commonly used Black-Scholes option valuation model. The assumptions used in the Black-Scholes model are as follows:
Grant Price — The grant price
of the issuances are determined based on the closing share price on the date of grant.
Risk-free interest rate — The
risk free interest rate is based on the implied yield available on US Treasury securities at the time of grant with an equivalent
term of the expected life of the award.
Expected lives — As permitted
by SAB 107, due to our insufficient history of option activity, we utilize the simplified approach to estimate the options’
expected term, calculated as the midpoint between the vesting period and the contractual life of the award.
Expected volatility — Volatility
is estimated based on the historical volatilities of comparable companies.
Expected dividend yield — Dividend
yield is based on current yield at the grant date or the average dividend yield over the historical period. We have never declared
or paid dividends and have no plans to do so in the foreseeable future.
We use a Monte Carlo simulation
pricing model to determine the fair value of performance stock units (“PSUs”). A typical Monte Carlo exercise simulates
a distribution of stock prices to yield an expected distribution of stock prices during and at the end of the performance period.
The simulations are repeated many times in order to derive a probabilistic assessment of stock performance. The stock-paths are
simulated using assumptions which include expected stock price volatility and risk-free interest rate.
We account for stock issued
to non-employees in accordance with the provisions of FASB ASC 505-50 “Equity Based Payments to Non-Employees.” FASB
ASC 505-50 states that equity instruments that are issued in exchange for the receipt of goods or services should be measured at
the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.
The measurement date occurs as of the earlier of (a) the date at which a performance commitment is reached or (b) absent a performance
commitment, the date at which the performance necessary to earn the equity instruments is complete (that is, the vesting date).
Results of Operations
Comparison of the year ended December 31,
2015 to the year ended December 31, 2014
Revenues.
Revenues
for the year ended December 31, 2015 of $4,259,909 were $2,465,815, or 137%, higher than the $1,794,094 we earned in revenues for
the year ended December 31, 2014. The increase in revenue was due to a $3,044,894 increase in product revenues partially offset
by a $579,079 decrease in grant revenues as the ARPA-E grant was fully funded in December 2014.
In the year ended December
31, 2015, the increase in product revenues was driven by higher sales volumes due in part to the introduction of new products.
In the year ended December 31, 2014, revenue from the sale of products was $1,215,015, related primarily to our 30kW battery converter.
Cost of Revenues.
Cost of revenues for the year ended December 31, 2015 of $3,872,672 was $1,683,580, or 77%, higher than the $2,189,092
cost of revenues for the year ended December 31, 2014 as the result of a significant increase in product cost of revenue on higher
volumes partially offset by a $643,421 decrease in grant research and development costs.
In the year ended December
31, 2015, the increase in cost of revenues from the sale of products was primarily due to higher unit sales for our 30kW battery
converter and our new products, the grid-resilient 30kW 2-port and multi-port PCS and a 125kW 2-port PCS as well as higher personnel
costs of $175,110, as we added engineering and supply chain resources to support new and existing products.
The decrease in grant research
and development costs was due to the timing of spending under the ARPA-E grant, as the ARPA-E grant funds were fully utilized by
December 31, 2014. During the year ended December 31, 2014, we recognized $643,421 in grant research and development costs from
our ARPA-E grant.
Gross Profit (Loss).
Gross profit for the year ended December 31, 2015 was $387,237 compared to a gross loss of $394,998 for the year ended
December 31, 2014. Gross profit for the year ended December 31, 2015 was primarily due to higher product sales compared to the
year ended December 31, 2014, and the gross profit improvement was partially offset by incremental costs associated with the initial
roll-out of new products at low volumes.
Research and Development
Expenses.
Research and development expenses increased by $3,181,163, or 136%, to $5,521,390 in the year ended December
31, 2015 from $2,340,227 in the year ended December 31, 2014. The increase was primarily due to the self-funded bi-directional
power switch development costs of $1,707,620, and higher personnel costs of $715,033 as we added both firmware and hardware engineering
resources. The increase is also attributable to higher development costs for new products, including our grid-resilient 30kW 2-port
and multi-port PCS and 125kW 2 port and multi-port PCS, of $396,052 and higher product certification costs of $231,288 compared
to the year ended December 31, 2014.
General
and Administrative Expenses.
General and administrative expenses increased by $700,319, or 23%, to $3,693,450 in
the year ended December 31, 2015 from $2,993,131 in the year ended December 31, 2014. The increase was due primarily to higher
stock compensation expense of $277,488, legal and patent fees of $160,653, and personnel costs of $137,605.
In
addition, we wrote off $45,641 of capitalized software costs in the year ended December 31, 2015.
Sales and Marketing Expenses.
Sales and marketing expenses increased by $444,934, or 37%, to $1,644,512 in the year ended December 31, 2015 from
$1,199,578 in the year ended December 31, 2014. The increase was due primarily to severance costs of $139,530, higher contract
labor costs of $116,720, bad debt expense of $48,445 (net of recovery of $24,124), placement costs of $44,427 and personnel costs
of $43,344.
Loss from Operations.
Due to the increase in our operating expenses, our loss from operations for the year ended December 31, 2015 was $10,472,115
or 51% higher than the $6,927,934 loss from operations for year ended December 31, 2014.
Interest Income.
Interest
income increased to $31,472 for the year ended December 31, 2015 compared to $27,715 for the year ended December 31, 2014. The
increase is primarily due to a higher average cash balance for the year ended December 31, 2015 due to our follow-on offering in
May 2015.
Net Loss.
As
a result of the increase in our loss from operations, partly offset by the increase in gross profit, our net loss for the year
ended December 31, 2015, was $10,440,643 as compared to a net loss of $6,900,219 for the year ended December 31, 2014, an increase
of $3,540,424.
Liquidity and Capital Resources
We currently do not generate
enough revenue to sustain our operations. Our revenues in the year ended December 31, 2015 are solely generated from sales of our
products. We have primarily funded our operations through the sale of common stock and, prior to our initial public offering, the
issuance of convertible debt.
As of December 31, 2015 and
2014, we had cash and cash equivalents of $15,022,286 and $7,912,011, respectively. Our net working capital increased to $14,260,603
as of December 31, 2015 from $7,658,720 as of December 31, 2014 due primarily to the net cash proceeds of $15,924,405 from our
follow-on offering in May 2015.
Operating activities in the
year ended December 31, 2015 resulted in cash outflows of $8,046,217, which were primarily due to the net loss for the period of
$10,440,643, offset by stock-based compensation of $1,384,763, favorable balance sheet timing of $395,021, depreciation and amortization
of $232,852 and the write-off of fixed assets and patents of $199,546. Operating activities in the year ended December 31, 2014
resulted in cash outflows of $5,469,550, which were primarily due to the net loss for the period of $6,900,219, offset by stock-based
compensation of $944,102, stock compensation paid for services of $180,183, favorable balance sheet timing of $150,965 and other
non-cash items of $155,419.
Investing activities in the
years ended December 31, 2015 and 2014 resulted in cash outflows of $1,421,741 and $760,502, respectively. Cash outflows for the
acquisition of fixed assets in the years ended December 31, 2015 and 2014 were $791,605 and $342,247, respectively, and cash outflows
for the acquisition of intangible assets in the years ended December 31, 2015 and 2014 were $630,136 and $418,255, respectively.
Cash outflows for the acquisition of fixed assets increased as we purchased equipment and improvements, including electrical upgrades,
for our development lab to support current and future products and cash outflows for the acquisition of intangible assets increased
as we expanded our intellectual property portfolio.
Financing activities in the
year ended December 31, 2015 resulted in cash inflows of $16,578,233, related primarily to the issuance of 2,225,825 shares of
common stock shares at a public offering price of $7.75. Net cash proceeds after offering-related expenses were $15,924,405. In
addition, we received $653,828 in net proceeds from the exercise of options and warrants. In the year ended December 31, 2014,
we received $4,966 in net proceeds from the exercise of stock options and warrants.
On December 1, 2014, we
filed a Form S-3 shelf registration statement with the Securities and Exchange Commission. The registration statement allows us
to offer up to an aggregate $75 million of common stock, preferred stock, warrants to purchase common stock or preferred stock
or any combination thereof and provides us with the flexibility over three years to potentially raise additional equity in a public
or private offering on commercial terms. After the May 2015 follow-on offering, $58 million is available to the Company under the
registration statement.
Off-Balance Sheet Transactions
We do not have any off-balance
sheet transactions.
Trends, Events and Uncertainties
Research and development
of new technologies is, by its nature, unpredictable. Although we will undertake development efforts with commercially reasonable
diligence, there can be no assurance that our working capital of $14,260,603 as of December 31, 2015 will be sufficient to enable
us to develop our technology to the extent needed to create future sales to sustain operations as contemplated herein. If our working
capital is insufficient for this purpose, we will consider other options to continue our path to commercialization, including,
but not limited to, additional financing through follow-on stock offerings, debt financing, co-development agreements, curtailment
of operations, suspension of operations, sale or licensing of developed intellectual property, or other alternatives.
We cannot assure you that
our technology will be adopted, that we will ever earn revenues sufficient to support our operations, or that we will ever be profitable.
Furthermore, since we have no committed source of financing, we cannot assure you that we will be able to raise money as and when
we need it to continue our operations. If we cannot raise funds as and when we need them, we may be required to severely curtail,
or even to cease, our operations.
Other than as discussed above
and elsewhere in this report, we are not aware of any trends, events or uncertainties that are likely to have a material effect
on our financial condition.
|
ITEM
7A:
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
As a smaller reporting company
we are not required to provide this information.
|
ITEM
8:
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and Stockholders of Ideal Power Inc.
We have audited the accompanying balance sheets of Ideal Power Inc.
(the “Company”) as of December 31, 2015 and 2014, and the related statements of operations, stockholders’ equity,
and cash flows for each of the years in the two-year period ended December 31, 2015. The Company’s management is responsible
for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of December 31, 2015 and 2014, and the results of its
operations and its cash flows for each of the years in the two-year period ended December 31, 2015, in conformity with accounting
principles generally accepted in the United States of America.
/s/ Gumbiner Savett Inc.
March 30, 2016
Santa Monica, California
IDEAL POWER INC.
Balance Sheets
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
15,022,286
|
|
|
$
|
7,912,011
|
|
Accounts receivable, net
|
|
|
872,874
|
|
|
|
446,521
|
|
Inventories, net
|
|
|
648,009
|
|
|
|
251,338
|
|
Prepayments and other current assets
|
|
|
296,355
|
|
|
|
263,605
|
|
Total current assets
|
|
|
16,839,524
|
|
|
|
8,873,475
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
925,899
|
|
|
|
374,376
|
|
Intangible assets, net
|
|
|
1,466,811
|
|
|
|
1,012,964
|
|
Other assets
|
|
|
17,920
|
|
|
|
17,920
|
|
Total assets
|
|
$
|
19,250,154
|
|
|
$
|
10,278,735
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
1,338,828
|
|
|
$
|
441,636
|
|
Accrued expenses
|
|
|
1,240,093
|
|
|
|
773,119
|
|
Total current liabilities
|
|
|
2,578,921
|
|
|
|
1,214,755
|
|
Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value; 50,000,000 shares authorized; 9,549,544 and 7,048,235 shares issued and outstanding at December 31, 2015 and 2014, respectively
|
|
|
9,550
|
|
|
|
7,048
|
|
Additional paid-in capital
|
|
|
50,757,414
|
|
|
|
32,712,020
|
|
Treasury stock
|
|
|
(2,657
|
)
|
|
|
(2,657
|
)
|
Accumulated deficit
|
|
|
(34,093,074
|
)
|
|
|
(23,652,431
|
)
|
Total stockholders’ equity
|
|
|
16,671,233
|
|
|
|
9,063,980
|
|
Total liabilities and stockholders’ equity
|
|
$
|
19,250,154
|
|
|
$
|
10,278,735
|
|
The accompanying notes are an integral part
of these financial statements.
IDEAL POWER INC.
Statements of Operations
|
|
For the Year Ended
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Products
|
|
$
|
4,259,909
|
|
|
$
|
1,215,015
|
|
Grants
|
|
|
—
|
|
|
|
579,079
|
|
Total revenue
|
|
|
4,259,909
|
|
|
|
1,794,094
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
Products
|
|
|
3,872,672
|
|
|
|
1,545,671
|
|
Grant research and development costs
|
|
|
—
|
|
|
|
643,421
|
|
Total cost of revenue
|
|
|
3,872,672
|
|
|
|
2,189,092
|
|
Gross profit (loss)
|
|
|
387,237
|
|
|
|
(394,998
|
)
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
5,521,390
|
|
|
|
2,340,227
|
|
General and administrative
|
|
|
3,693,450
|
|
|
|
2,993,131
|
|
Sales and marketing
|
|
|
1,644,512
|
|
|
|
1,199,578
|
|
Total operating expenses
|
|
|
10,859,352
|
|
|
|
6,532,936
|
|
Loss from operations
|
|
|
(10,472,115
|
)
|
|
|
(6,927,934
|
)
|
Interest income
|
|
|
31,472
|
|
|
|
27,715
|
|
Net loss
|
|
$
|
(10,440,643
|
)
|
|
$
|
(6,900,219
|
)
|
Net loss per share – basic and fully diluted
|
|
$
|
(1.23
|
)
|
|
$
|
(0.98
|
)
|
Weighted average number of shares outstanding – basic and fully diluted
|
|
|
8,495,735
|
|
|
|
7,016,872
|
|
The accompanying notes are an integral part
of these financial statements.
IDEAL POWER INC.
Statement of Stockholders’ Equity
For the Years Ended December 31, 2015 and
2014
|
|
Common Stock
|
|
|
Common Stock
Issuable
|
|
|
Additional Paid-In
Capital
|
|
|
Treasury
Stock
|
|
|
Accumulated
Deficit
|
|
|
Total Stockholders’
Equity (Deficit)
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2013
|
|
|
6,931,968
|
|
|
$
|
6,932
|
|
|
|
32,525
|
|
|
$
|
151,665
|
|
|
$
|
31,431,220
|
|
|
$
|
(2,657
|
)
|
|
$
|
(16,752,212
|
)
|
|
$
|
14,834,948
|
|
Common stock issued for services
|
|
|
38,903
|
|
|
|
39
|
|
|
|
(32,525
|
)
|
|
|
(151,665
|
)
|
|
|
201,630
|
|
|
|
—
|
|
|
|
—
|
|
|
|
50,004
|
|
Warrants issued for consulting services
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
130,179
|
|
|
|
—
|
|
|
|
—
|
|
|
|
130,179
|
|
Exercise of options and warrants
|
|
|
77,364
|
|
|
|
77
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,889
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,966
|
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
944,102
|
|
|
|
—
|
|
|
|
—
|
|
|
|
944,102
|
|
Net loss for the year ended December 31, 2014
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(6,900,219
|
)
|
|
|
(6,900,219
|
)
|
Balances at December 31, 2014
|
|
|
7,048,235
|
|
|
$
|
7,048
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
32,712,020
|
|
|
$
|
(2,657
|
)
|
|
$
|
(23,652,431
|
)
|
|
$
|
9,063,980
|
|
Shares issued in offering, net of issuance costs
|
|
|
2,225,825
|
|
|
|
2,226
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15,922,179
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15,924,405
|
|
Warrants issued for consulting services
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
84,900
|
|
|
|
—
|
|
|
|
—
|
|
|
|
84,900
|
|
Exercise of options and warrants
|
|
|
265,484
|
|
|
|
266
|
|
|
|
—
|
|
|
|
—
|
|
|
|
653,562
|
|
|
|
—
|
|
|
|
—
|
|
|
|
653,828
|
|
Issuance of restricted stock
|
|
|
10,000
|
|
|
|
10
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(10
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,384,763
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,384,763
|
|
Net loss for the year ended December 31, 2015
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(10,440,643
|
)
|
|
|
(10,440,643
|
)
|
Balances at December 31, 2015
|
|
|
9,549,544
|
|
|
$
|
9,550
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
50,757,414
|
|
|
$
|
(2,657
|
)
|
|
$
|
(34,093,074
|
)
|
|
$
|
16,671,233
|
|
The accompanying notes are an integral part
of these financial statements.
IDEAL POWER INC.
Statements of Cash Flows
|
|
For the Year Ended
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(10,440,643
|
)
|
|
$
|
(6,900,219
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
|
97,344
|
|
|
|
24,775
|
|
Write-down of inventory
|
|
|
—
|
|
|
|
62,851
|
|
Depreciation and amortization
|
|
|
232,852
|
|
|
|
67,793
|
|
Write-off of fixed assets
|
|
|
53,855
|
|
|
|
—
|
|
Write-off of capitalized patents
|
|
|
145,691
|
|
|
|
—
|
|
Stock-based compensation
|
|
|
1,384,763
|
|
|
|
944,102
|
|
Fair value of warrants issued for services
|
|
|
84,900
|
|
|
|
130,179
|
|
Common stock issued for services
|
|
|
—
|
|
|
|
50,004
|
|
Decrease (increase) in operating assets:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(523,697
|
)
|
|
|
(218,890
|
)
|
Inventories
|
|
|
(412,698
|
)
|
|
|
205,468
|
|
Prepaid expenses and other assets
|
|
|
(32,750
|
)
|
|
|
(50,030
|
)
|
Increase (decrease) in operating liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
897,192
|
|
|
|
(97,509
|
)
|
Accrued expenses
|
|
|
466,974
|
|
|
|
311,926
|
|
Net cash used in operating activities
|
|
|
(8,046,217
|
)
|
|
|
(5,469,550
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(791,605
|
)
|
|
|
(342,247
|
)
|
Acquisition of intangible assets
|
|
|
(630,136
|
)
|
|
|
(418,255
|
)
|
Net cash used in investing activities
|
|
|
(1,421,741
|
)
|
|
|
(760,502
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Net proceeds from issuance of common stock
|
|
|
15,924,405
|
|
|
|
—
|
|
Exercise of options and warrants
|
|
|
653,828
|
|
|
|
4,966
|
|
Net cash provided by financing activities
|
|
|
16,578,233
|
|
|
|
4,966
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
7,110,275
|
|
|
|
(6,225,086
|
)
|
Cash and cash equivalents at beginning of year
|
|
|
7,912,011
|
|
|
|
14,137,097
|
|
Cash and cash equivalents at end of year
|
|
$
|
15,022,286
|
|
|
$
|
7,912,011
|
|
The accompanying notes are an integral part
of these financial statements.
Ideal Power Inc.
Notes to Financial Statements
Note 1 — Organization and Description of Business
Ideal Power Inc. (the “Company”)
was incorporated in Texas on May 17, 2007 under the name Ideal Power Converters, Inc. The Company changed its name to Ideal Power
Inc. on July 8, 2013 and re-incorporated in Delaware on July 15, 2013. With headquarters in Austin, Texas, it develops power conversion
solutions with an initial focus on stand-alone commercial and industrial grid storage, combined solar and storage, and microgrid
applications. The principal products of the Company are power conversion systems, including 2-port and multi-port products.
Since its inception, the Company has generated
limited revenues from the sale of products and has financed its research and development efforts and operations primarily through
the sale of common stock and, prior to its initial public offering, the issuance of convertible debt.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The preparation of financial statements in conformity
with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments
purchased with an original maturity of three months or less to be cash equivalents.
Accounts Receivable
Trade accounts receivable are stated net of an
allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition. In
limited instances, the Company may require an upfront deposit and, in most cases, the Company does charge interest on past due
amounts. Management estimates the allowance for doubtful accounts based on review and analysis of specific customer balances that
may not be collectible, customer payment history and any other customer-specific information that may impact the evaluation of
the specific customer’s credit. Accounts are considered for write-off when they become past due and when it is determined
that the probability of collection is remote. The allowance for doubtful accounts was $15,145 and $24,775 at December 31, 2015
and 2014, respectively.
Inventories
Inventories are stated at the lower of cost (first
in, first out method) or market value. Inventory quantities on hand are reviewed regularly and a write-down for excess and obsolete
inventory is recorded based primarily on an estimated forecast of product demand, market conditions and anticipated production
requirements in the near future. There was a $4,274 and $40,703 reserve for excess and obsolete inventory at December 31, 2015
and 2014, respectively, related to component parts not anticipated to have a future use.
Property and Equipment
Property and equipment are stated at historical
cost less accumulated depreciation and amortization. Major additions and improvements are capitalized while maintenance and repairs
that do not improve or extend the useful life of the respective asset are expensed. Depreciation and amortization of property and
equipment is computed using the straight-line method over their estimated useful lives. Leasehold improvements are amortized over
the shorter of the life of the asset or the related leases. Estimated useful lives of the principal classes of assets are as follows:
Leasehold improvements
|
|
|
Shorter of lease term or useful life
|
|
Machinery and equipment
|
|
|
5 years
|
|
Furniture, fixtures and computers
|
|
|
3 – 5 years
|
|
Intangible Assets
The Company’s intangible assets are primarily
composed of patents, which are recorded at cost. The Company capitalizes third party legal costs and filing fees, if any, associated
with obtaining patents or other intangible assets. Once the intangible asset has been placed in service, the Company amortizes
these costs over the shorter of the asset’s legal life, generally 20 years, or its estimated economic life using the straight-line
method.
Impairment of Long-Lived Assets
The long-lived assets held and used by the Company
are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets
may be impaired, an evaluation of recoverability is performed. Management has determined that there was an impairment in the value
of long-lived assets in the amount of $199,546 during the year ended December 31, 2015. There were no impairments in the value
of long-lived assets in the year ended December 31, 2014.
Fair Value of Financial Instruments
Fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and
the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy
is based upon the lowest level of input that is significant to the fair value measurement.
The Company’s financial instruments primarily
consist of cash and cash equivalents, accounts receivable and accounts payable. As of the balance sheet dates, the estimated fair
values of the financial instruments were not materially different from their carrying values as presented on the balance sheets.
This is primarily attributed to the short-term maturities of these instruments. The Company did not identify any other non-recurring
assets and liabilities that are required to be presented in the balance sheets at fair value.
Revenue Recognition
Revenue from product sales is recognized when
the risks of loss and title pass to the customer, as specified in (1) the respective sales agreements and (2) other revenue recognition
criteria as prescribed by Staff Accounting Bulletin (“SAB”) No. 101 (SAB 101), “Revenue Recognition in Financial
Statements,” as amended by SAB No. 104, “Revenue Recognition”. The Company generally sells its products FOB shipping
and recognizes revenue when products are shipped.
In prior years, the Company received payments
from government entities in the form of government grants. Government grants are agreements that generally provide the Company
with cost reimbursement for certain types of research and development activities over a contractually defined period. Revenues
from government grants are recognized in the period during which the Company incurs the related costs, provided that the Company
has incurred the cost in accordance with the specifications and work plans determined between the Company and the government entity.
Costs incurred related to the grants are recorded as grant research and development costs. At December 31, 2014, the Company had
recognized all grant revenues related to the ARPA-E grant and no grant revenue was recognized in the year ended December 31, 2015.
Grant receivables were $132,227 at December 31, 2014 and were included in accounts receivable.
Product Warranties
The Company generally provides a ten year limited
warranty on its products. Accruals for product warranties are estimated based upon limited historical warranty experience, engineering
experience and judgment, and third party assessments of the reliability of the Company’s 30kW products. Accruals for product
warranties are recorded in cost of revenues at the time revenue is recognized in order to match revenues with related expenses.
The Company assesses the adequacy of its estimated warranty liability quarterly and adjusts the reserve, included in accrued expenses,
as necessary. Although any such adjustments were not material in the years ended December 31, 2015 and 2014, any such adjustments
could be material in the future if estimates differ significantly from actual warranty experience.
Research and Development
Grant research and development are costs incurred
solely related to grant revenues, and are classified as a line item under cost of revenues.
Other research and development costs are presented
as a line item under operating expenses and are expensed as incurred. Total research and development costs incurred during the
years ended December 31, 2015 and 2014 amounted to $5,521,390 and $2,983,648, respectively, of which $643,421 was included in cost
of revenues in the year ended December 31, 2014.
Income Taxes
The Company accounts for income taxes using an
asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood
of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net
tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not
these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.
At December 31, 2015 and 2014, the Company has established a full reserve against all deferred tax assets.
Tax benefits from an uncertain tax position are
recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities
based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are
measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate resolution.
Net Loss Per Share
The Company applies Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings per Share.” Basic earnings
(loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common
shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator
is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock
method. In periods with a net loss, no common share equivalents are included because their effect would be anti-dilutive. At December
31, 2015 and 2014, potentially dilutive shares outstanding amounted to 2,846,325 and 2,932,155, respectively.
Stock Based Compensation
The Company applies FASB ASC 718, “Stock
Compensation,” when recording stock based compensation. The fair value of each stock option award is estimated on the date
of grant using the Black-Scholes option valuation model.
The Company uses a Monte Carlo simulation pricing
model to determine the fair value of performance stock units (“PSUs”). A typical Monte Carlo exercise simulates a distribution
of stock prices to yield an expected distribution of stock prices during and at the end of the performance period. The simulations
are repeated many times in order to derive a probabilistic assessment of stock performance. The stock-paths are simulated using
assumptions which include expected stock price volatility and risk-free interest rate.
The Company accounts for stock issued to non-employees
in accordance with the provisions of FASB ASC 505-50 “Equity Based Payments to Non-Employees.” FASB ASC 505-50 states
that equity instruments that are issued in exchange for the receipt of goods or services should be measured at the fair value of
the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement
date occurs as of the earlier of (a) the date at which a performance commitment is reached or (b) absent a performance commitment,
the date at which the performance necessary to earn the equity instruments is complete (that is, the vesting date).
The Company issues common stock upon exercise
of equity awards and warrants.
Presentation of Sales Taxes
Certain states impose a sales tax on the Company’s
sales to nonexempt customers. The Company collects that sales tax from customers and remits the entire amount to the states. The
Company’s accounting policy is to exclude the tax collected and remitted to the states from revenues and cost of revenues.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company
maintains its cash with a major financial institution located in the United States. Balances are insured by the Federal Deposit
Insurance Corporation up to $250,000. The Company maintains balances in excess of federally insured limits. The Company has not
experienced losses in such accounts and believes it is not exposed to significant credit risk regarding its cash and cash equivalents.
The Company encounters a certain amount of risk
as a result of a concentration of revenue from a few significant customers. Credit is extended to customers based on an evaluation
of their financial condition. In limited instances, the Company may require an upfront deposit and, in most cases, the Company
does charge interest on past due amounts. The Company performs ongoing credit evaluations of its customers and records an allowance
for potential bad debts based on available information.
The Company had revenue from four customers that
accounted for 66% of net revenue for the year ended December 31, 2015, and from a government entity and three customers that accounted
for 76% of net revenue for the year ended December 31, 2014. The Company had an accounts receivable balance from three customers
that accounted for 66% of trade receivables at December 31, 2015, and three customers that accounted for 92% of trade receivables
at December 31, 2014.
Reclassifications
Certain
items in prior financial statements have been reclassified to conform to current year presentation.
These
changes did not impact total revenue, loss from operations or net loss.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers.
ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in
the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and
cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from
costs incurred to obtain or fulfill a contract. Based on the FASB’s Exposure Draft Update approved in July 2015, Revenue
from Contracts With Customers (Topic 606): Deferral of the Effective Date, ASU 2014-09 is now effective for reporting periods beginning
after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016, including
interim reporting periods within that reporting period. Entities will be able to transition to the standard either retrospectively
or as a cumulative-effect adjustment as of the date of adoption. The adoption of ASU 2014-09 is not expected to have any impact
on the Company’s financial statement presentation or disclosures.
In August 2014, the FASB issued Accounting Standards
Update No. 2014-15 (ASU 2014-15), Presentation of Financial Statements – Going Concern (Subtopic 205-10). ASU 2014-15 provides
guidance as to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability
to continue as a going concern and to provide related footnote disclosures. Substantial doubt about an entity’s ability to
continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable
that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements
are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for
annual periods and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have
any impact on the Company’s financial statement presentation or disclosures.
In November 2015, the FASB issued Accounting
Standards Update No. 2015-17 (ASU 2015-17), Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17
require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU
2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods
within those annual periods. Earlier application is permitted as of the beginning of an interim or annual reporting period. The
adoption of ASU 2015-17 is not expected to have an impact the Company’s financial statement presentation or disclosures.
Management does not believe that any other
recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on the financial statements.
Note 3 — Accounts Receivable
Accounts receivable, net consisted of the following:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Trade receivables
|
|
$
|
803,599
|
|
|
$
|
231,412
|
|
Grant receivables
|
|
|
—
|
|
|
|
132,227
|
|
Other receivables
|
|
|
84,420
|
|
|
|
107,657
|
|
|
|
|
888,019
|
|
|
|
471,296
|
|
Allowance for doubtful accounts
|
|
|
(15,145
|
)
|
|
|
(24,775
|
)
|
|
|
$
|
872,874
|
|
|
$
|
446,521
|
|
Note 4 — Inventories
Inventories, net consisted of the following:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Raw materials
|
|
$
|
124,498
|
|
|
$
|
143,289
|
|
Finished goods
|
|
|
527,785
|
|
|
|
148,752
|
|
|
|
|
652,283
|
|
|
|
292,041
|
|
Reserve for obsolescence
|
|
|
(4,274
|
)
|
|
|
(40,703
|
)
|
|
|
$
|
648,009
|
|
|
$
|
251,338
|
|
Note 5 — Prepayments and Other Current Assets
Prepayments and other current assets consisted
of the following:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Prepaid insurance
|
|
$
|
168,481
|
|
|
$
|
158,400
|
|
Prepaid software
|
|
|
59,874
|
|
|
|
4,557
|
|
Other
|
|
|
68,000
|
|
|
|
100,648
|
|
|
|
$
|
296,355
|
|
|
$
|
263,605
|
|
Note 6 — Property and Equipment
Property and equipment, net consisted of the
following:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Machinery and equipment
|
|
$
|
676,881
|
|
|
$
|
263,142
|
|
Building leasehold improvements
|
|
|
362,300
|
|
|
|
48,280
|
|
Furniture, fixtures, software and computers
|
|
|
195,497
|
|
|
|
183,237
|
|
|
|
|
1,234,678
|
|
|
|
494,659
|
|
Accumulated depreciation and amortization
|
|
|
(308,779
|
)
|
|
|
(120,283
|
)
|
|
|
$
|
925,899
|
|
|
$
|
374,376
|
|
Note 7 — Intangible Assets
Intangible assets, net consisted of the following:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Patents
|
|
$
|
1,313,269
|
|
|
$
|
1,040,219
|
|
Other intangible assets
|
|
|
211,394
|
|
|
|
—
|
|
|
|
|
1,524,663
|
|
|
|
1,040,219
|
|
Accumulated amortization
|
|
|
(57,852
|
)
|
|
|
(27,255
|
)
|
|
|
$
|
1,466,811
|
|
|
$
|
1,012,964
|
|
Amortization expense amounted to $30,597 and
$14,204 for the years ended December 31, 2015 and 2014, respectively. Amortization expense for the succeeding five years and thereafter
is $47,277 (2016); $47,277 (2017); $47,277 (2018); $47,277 (2019); $47,277 (2020); and $618,520 (thereafter).
At December 31, 2015 and 2014, the Company had
capitalized approximately $612,000 and $746,000, respectively, for costs related to patents that have not been awarded.
On July 24, 2015 and December 21, 2015, the Company
entered into licensing agreements which expire on February 7, 2033. The agreements provide the Company an exclusive royalty-free
license associated with semiconductor power switches which enhances its intellectual property portfolio. The Company recorded legal
and acquisition costs of $211,394 associated with the licensing agreements as intangible assets and will amortize the cost over
the 17-year term of the agreements.
Note 8 — Accrued Expenses
Accrued expenses consisted of the following:
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Accrued compensation
|
|
$
|
616,029
|
|
|
$
|
548,953
|
|
Warranty reserve
|
|
|
358,296
|
|
|
|
143,364
|
|
Other
|
|
|
265,768
|
|
|
|
80,802
|
|
|
|
$
|
1,240,093
|
|
|
$
|
773,119
|
|
The changes in warranty reserve were as follows:
|
|
2015
|
|
|
2014
|
|
Balance, beginning of the year
|
|
$
|
143,364
|
|
|
$
|
113,078
|
|
Provisions for warranty and beta replacements
|
|
|
235,377
|
|
|
|
76,671
|
|
Warranty payments or beta replacements
|
|
|
(20,445
|
)
|
|
|
(46,385
|
)
|
Balance, end of the year
|
|
$
|
358,296
|
|
|
$
|
143,364
|
|
Note 9 — Common Stock
All shares of common stock have a par value of
$0.001. Each holder of common stock is entitled to one vote per share outstanding.
During the year ended December 31, 2015, the
Company completed an underwritten follow-on offering of 2,225,825 shares, inclusive of the underwriter’s overallotment of
290,325 shares, of its common stock. Gross proceeds were $17,250,144 before underwriting discounts and offering expenses. Net cash
proceeds were $15,924,405 after offering fees and expenses of $1,325,739, including the underwriting discount of $1,035,008 and
other costs of $290,731. In addition, common stock activity included the exercise of options and warrants for an aggregate 265,484
shares of the Company’s common stock for net proceeds of $653,828. The Company also granted 10,000 restricted shares of common
stock to an employee as a performance award.
During the year ended December 31, 2014, common
stock activity consisted of the exercise of options and warrants for an aggregate 77,364 shares of the Company’s common stock
for proceeds of $4,966 and the issuance of an aggregate 38,903 shares of the Company’s common stock with a fair value of
$201,669 for services, of which 32,525 shares of the Company’s common stock with a fair value of $151,665 were issuable at
December 31, 2013.
On December 1, 2014, the Company filed a Form
S-3 shelf registration statement with the Securities and Exchange Commission. The registration statement allows the Company to
offer up to an aggregate $75 million of common stock, preferred stock, warrants to purchase common stock or preferred stock or
any combination thereof. After the May 2015 follow-on offering, $58 million is available to the Company under the registration
statement.
Note 10 — Stock Option Plan
On May 17, 2013, the Company adopted the 2013
Equity Incentive Plan (the “Plan”) and reserved shares of common stock for issuance under the Plan not to exceed a
maximum of 839,983 shares. The Plan is administered by the Compensation Committee of the Company’s Board of Directors. The
persons eligible to participate in the Plan are employees (including officers), members of the Board of Directors, consultants
and other independent advisors and contractors who provide services to the Company. Options issued under the Plan may have a term
of up to ten years and may have variable vesting. The typical vesting schedule for stock options awarded under the Plan is a four
year annual vesting schedule for employees and a one year quarterly vesting schedule for Board members.
On May 26, 2015, the stockholders approved an
amendment to the Plan which increased shares available for issuance under the Plan by 1,250,000 shares. Also, on August 27, 2015,
the Compensation Committee approved a restatement of the Plan in order to clarify the types of awards allowable under the plan
to include restricted stock and PSUs. At December 31, 2015, there were 831,615 shares of common stock available for issuance under
the Plan.
During the year ended December 31, 2015, the
Company granted 182,600 and 38,502 stock options to purchase shares of common stock to employees and non-employee directors, respectively.
The exercise price of the stock options issued to both employees and directors was the closing price of the Company’s stock
on the date of grant. The options granted to employees vest in equal annual installments over 4 years while the options granted
to directors vested in equal quarterly installments in 2015. The options granted in 2015 were valued at $974,329 using the Black-Scholes
option pricing model. The compensation expense associated with these grants recognized during the year ended December 31, 2015
amounted to $231,395.
During the year ended December 31, 2015, the
Company granted an employee 10,000 shares of restricted stock. The fair value of the restricted stock was $77,700 based on the
closing market price of the Company’s stock on the date of grant, which will be recognized ratably over the four-year vesting
period. Stock compensation expense of $7,284 related to this grant was recognized during the year ended December 31, 2015. Shares
outstanding at December 31, 2015 include the 10,000 shares of unvested restricted stock.
During the year ended December 31, 2015, the
Company also granted an employee 96,000 PSUs, which are subject to the satisfaction of certain market-based and continued service
conditions. The market-based vesting criteria are separated into four tranches and require that the Company achieve certain stock
price targets ranging from $9 per share to $15 per share during the four-year period following the grant date. With certain limited
exceptions, continued employment with the Company on the fourth anniversary of the grant date is required in order for the PSUs
to vest. The grant-date fair value of the PSUs was $405,997, or $4.23 per unit, using a Monte Carlo Simulation with a four-year
life, 60% volatility and a risk free interest rate of 1.3%. The fair value of the PSUs is being recognized over the vesting period
and $31,014 was recognized during the year ended December 31, 2015.
As permitted by SAB 107, management utilizes
the simplified approach to estimate the expected term of stock options, which represents the period of time that options granted
are expected to be outstanding. The risk free interest rate for periods within the contractual life of the option is based on the
U.S. treasury yield in effect at the time of grant. The volatility is estimated based on the historical volatilities of comparable
companies. The Company has never declared or paid dividends and has no plans to do so in the foreseeable future.
The assumptions used in the Black-Scholes model
are as follows:
|
|
For the year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Risk-free interest rate
|
|
|
1.54% to 1.95
|
%
|
|
|
1.78 to 2.19
|
%
|
Expected dividend yield
|
|
|
0
|
%
|
|
|
0
|
%
|
Expected life
|
|
|
5.31 to 6.25 years
|
|
|
|
5.31 to 6.25 years
|
|
Expected volatility
|
|
|
60
|
%
|
|
|
60
|
%
|
A summary of the Company’s stock option
activity and related information is as follows:
|
|
2015
|
|
|
2014
|
|
|
|
Stock Options
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Weighted
Average
Remaining
Life
(in years)
|
|
|
Stock Options
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Weighted
Average
Remaining
Life
(in years)
|
|
Outstanding at January 1
|
|
|
1,368,047
|
|
|
$
|
6.41
|
|
|
|
8.7
|
|
|
|
485,573
|
|
|
$
|
4.24
|
|
|
|
8.2
|
|
Granted
|
|
|
221,102
|
|
|
$
|
7.80
|
|
|
|
|
|
|
|
899,526
|
|
|
$
|
7.49
|
|
|
|
|
|
Exercised
|
|
|
(201,389
|
)
|
|
$
|
4.47
|
|
|
|
|
|
|
|
(10,500
|
)
|
|
$
|
0.10
|
|
|
|
|
|
Forfeited/Expired/Exchanged
|
|
|
(55,437
|
)
|
|
$
|
6.13
|
|
|
|
|
|
|
|
(6,552
|
)
|
|
$
|
4.53
|
|
|
|
|
|
Outstanding at December 31
|
|
|
1,332,323
|
|
|
$
|
6.94
|
|
|
|
8.4
|
|
|
|
1,368,047
|
|
|
$
|
6.41
|
|
|
|
8.7
|
|
Exercisable at December 31
|
|
|
572,623
|
|
|
$
|
6.02
|
|
|
|
7.8
|
|
|
|
467,204
|
|
|
$
|
4.65
|
|
|
|
7.3
|
|
During the year ended December 31, 2015, option
holders exercised 90,609 options on a cashless basis and received 49,987 shares of common stock and 40,622 shares were used to
cover the exercise price. In addition, option holders exercised 110,780 options and paid the exercise price in cash. The Company
received $553,871 in net cash proceeds for the exercise of options during 2015.
The following table sets forth additional information
about stock options outstanding at December 31, 2015:
Range of Exercise Prices
|
|
Options
Outstanding
|
|
|
Weighted Average
Remaining Life
(in years)
|
|
|
Weighted Average
Exercise Price
|
|
|
Options
Exercisable
|
|
$0.41 – $5.00
|
|
|
226,645
|
|
|
|
6.8
|
|
|
$
|
4.05
|
|
|
|
208,395
|
|
$5.01 – $7.50
|
|
|
477,928
|
|
|
|
8.5
|
|
|
$
|
7.00
|
|
|
|
228,203
|
|
$7.51 – $11.00
|
|
|
627,750
|
|
|
|
8.8
|
|
|
$
|
7.95
|
|
|
|
136,025
|
|
|
|
|
1,332,323
|
|
|
|
|
|
|
|
|
|
|
|
572,623
|
|
The estimated aggregate pretax intrinsic value
(the difference between the Company’s stock price on the last day of the year ended December 31, 2015 and the exercises price,
multiplied by the number of vested in-the-money options) is approximately $1,136,000. This amount changes based on the fair value
of the Company’s stock.
As of December 31, 2015, there was $3,082,439
of unrecognized compensation cost related to non-vested share-based compensation arrangements. That cost is expected to be recognized
over a weighted average period of 2.8 years.
Note 11 — Warrants
During the year ended December 31, 2015, warrant
holders exercised 127,340 warrants on a cashless basis and received 75,951 shares of common stock and 51,389 shares were used to
cover the exercise price. In addition, warrant holders exercised 28,766 warrants and paid the exercise price in cash. The Company
received $99,957 in net cash proceeds for the exercise of warrants during 2015.
During the year ended December 31, 2014, warrant
holders exercised 94,376 warrants on a cashless basis and received 65,552 shares of common stock and 28,824 shares were used to
cover the exercise price. In addition, a warrant holder exercised 1,438 warrants and paid the exercise price in cash. The Company
received $4,972 in net cash proceeds for the exercise of warrants during 2014.
In 2013, the Company issued a warrant for the
purchase of 84,000 shares of the Company’s common stock for consulting services, with an exercise price of $6.25. The warrant
shares vest in increments of 4,000 warrant shares at the end of each month beginning with November 2013 and ending with October
2014 with the remainder vesting in increments of 3,000 warrant shares at the end of each month beginning with November 2014 and
ending with October 2015. The warrant was valued at $237,719 using the Black-Scholes option pricing model. For the years ended
December 31, 2015 and 2014, the Company recorded $84,900 and $130,179, respectively, in expense related to vested warrant shares.
The shares underlying the warrants have not been
registered.
A summary of the Company’s warrant activity
and related information is as follows:
|
|
2015
|
|
|
2014
|
|
|
|
Warrants
|
|
|
Weighted
Average Exercise
Price
|
|
|
Warrants
|
|
|
Weighted
Average Exercise
Price
|
|
Outstanding at January 1
|
|
|
1,564,108
|
|
|
$
|
4.48
|
|
|
|
1,659,922
|
|
|
$
|
4.36
|
|
Granted
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Exercised
|
|
|
(156,106
|
)
|
|
$
|
3.72
|
|
|
|
(95,814
|
)
|
|
$
|
2.27
|
|
Forfeited/Expired
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Outstanding at December 31
|
|
|
1,408,002
|
|
|
$
|
4.57
|
|
|
|
1,564,108
|
|
|
$
|
4.48
|
|
No warrants were unvested at December 31, 2015.
Note 12 — Income Taxes
Income taxes are disproportionate to income due
to net operating loss carryforwards, which are fully reserved. As of December 31, 2015, the Company has federal net operating loss
carryforwards of approximately $23 million which will begin to expire in 2031. Management has concluded that it is more likely
than not that the Company will not have sufficient foreseeable taxable income within the carryforward period permitted by current
law to allow for the utilization of certain of the deductible amounts generating the deferred tax assets; therefore, a full valuation
allowance has been established to reduce the net deferred tax assets to zero at December 31, 2015 and 2014.
The following is a summary of the significant
components of the Company’s net deferred income tax assets and liabilities as of December 31, 2015 and 2014:
|
|
Year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Current deferred income tax assets:
|
|
|
|
|
|
|
|
|
Inventory – uniform capitalization
|
|
$
|
75,000
|
|
|
$
|
13,000
|
|
Accrued compensation and other
|
|
|
199,000
|
|
|
|
151,000
|
|
Less: valuation allowance
|
|
|
(274,000
|
)
|
|
|
(164,000
|
)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-current deferred income tax assets and (liabilities):
|
|
|
|
|
|
|
|
|
Net operating loss
|
|
$
|
8,029,000
|
|
|
$
|
4,886,000
|
|
Research and development credit
|
|
|
18,000
|
|
|
|
18,000
|
|
Warranty reserve
|
|
|
122,000
|
|
|
|
49,000
|
|
Warrants issued for services
|
|
|
73,000
|
|
|
|
44,000
|
|
Depreciation and amortization
|
|
|
(12,000
|
)
|
|
|
(54,000
|
)
|
Exercise of options and warrants
|
|
|
(46,000
|
)
|
|
|
—
|
|
Stock based compensation
|
|
|
511,000
|
|
|
|
191,000
|
|
Intangibles
|
|
|
(548,000
|
)
|
|
|
(330,000
|
)
|
Less: valuation allowance
|
|
|
(8,147,000
|
)
|
|
|
(4,804,000
|
)
|
Net non-current deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
The Company has applied the provisions of FASB
ASC 740, “Income Tax” which clarifies the accounting for uncertainty in tax positions. FASB ASC 740 requires the recognition
of the impact of a tax position in the financial statements if that position is more likely than not of being sustained on a tax
return upon examination by the relevant taxing authority, based on the technical merits of the position. At December 31, 2015 and
2014, the Company had no unrecognized tax benefits.
The Company recognizes interest and penalties
related to income tax matters in interest expense and operating expenses, respectively. As of December 31, 2015 and 2014, the Company
has no accrued interest and penalties related to uncertain tax positions.
The Company is subject to tax in the United States
(“U.S.”) and files tax returns in the U.S. federal and state jurisdictions. The Company is no longer subject to U.S.
federal, state and local income tax examinations by tax authorities for years before 2011. The Company currently is not under examination
by any tax authority.
The reconciliation between the statutory income
tax rate and the effective tax rate is as follows:
|
|
For the year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Statutory federal income tax rate
|
|
|
(34
|
)%
|
|
|
(34
|
)%
|
Stock based compensation
|
|
|
(1
|
)
|
|
|
—
|
|
Other
|
|
|
2
|
|
|
|
5
|
|
Valuation allowance
|
|
|
33
|
|
|
|
29
|
|
|
|
|
—
|
%
|
|
|
—
|
%
|
Note 13 — Commitments and Contingencies
Lease
The Company has entered into a lease for 14,782
square feet of office and laboratory space located in Austin, Texas. The triple net lease has a term of 48 months and commenced
on June 1, 2014. The annual base rent in the first year of the lease was $154,324 and increases by $3,548 in each succeeding year
of the lease. In addition, the Company is required to pay its proportionate share of operating costs for the building. The Company
has a one-time option to terminate the lease on May 31, 2017 with a termination payment of approximately $99,000 if it elects to
exercise this option.
At December 31, 2015, the remaining annual base
rent commitments under the lease, assuming no early termination, are as follows:
For the year ended December 31,
|
|
Amount
|
|
2016
|
|
$
|
159,941
|
|
2017
|
|
|
163,489
|
|
2018
|
|
|
68,736
|
|
Total
|
|
$
|
392,166
|
|
Rent expense incurred for the years ended December
31, 2015 and 2014 amounted to $212,397 and $137,559, respectively.
License
Agreement
On July 24, 2015 and December 21, 2015, the
Company entered into licensing agreements which expire on February 7, 2033. Per the agreements, the Company has the exclusive
royalty-free license which enhances its intellectual property portfolio related to semiconductor power switches. The
agreements include both fixed and variable payments. The Company capitalized the $211,394 of fixed payments as an intangible
asset and will amortize the asset over the life of the licensing agreements. The variable payments are a function of the
number of associated patent filings pending and patents issued under the agreements. The Company will pay $10,000 for each
patent filing pending and $20,000 for each patent issued within 20 days of December 21, 2017 and each subsequent year of the
agreement, up to a maximum of $100,000 per year (i.e. five issued patents). At December 31, 2015, no patents associated with
the agreements had been issued.
Note 14 — Retirement Plan
The Company has a defined contribution retirement
plan covering all of its employees. Under the plan, the Company contributions are discretionary. No discretionary contributions
were made by the Company in the years ended December 31, 2015 and 2014.
Note 15 — Subsequent Events
The Company has been notified by legal counsel
that a patent was issued on March 2, 2016 under the licensing agreement discussed within Footnote 7 – Intangible Assets and
Footnote 13 – Commitment and Contingencies. As per the agreement, if the counterparty does not breach the agreement, the
Company will be required to make a payment within 20 days of December 21, 2017 and each subsequent year, through the term of the
agreement, in the amount of $20,000.
|
ITEM
9:
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Not applicable.
|
ITEM
9A:
|
CONTROLS
AND PROCEDURES
|
Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that
it files or submits under the Securities Exchange Act of 1934, as amended (the “Act”) is accumulated and communicated
to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision
and with the participation of our management, including our Chief Executive Officer (“CEO”), our principal executive
officer, and our Chief Financial Officer (“CFO”), our principal financial and accounting officer, of the effectiveness
of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. The evaluation
was undertaken in consultation with our accounting personnel. Based on that evaluation, our CEO and our CFO concluded that our
disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that
we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission’s rules and forms.
Report on Internal Control over Financial Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act. Internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO and effected
by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Our management, under the supervision and with the participation of our CEO and CFO, conducted an evaluation of the effectiveness
of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations (COSO). Based on such evaluation, management concluded that our internal control
over financial reporting was effective as of December 31, 2015.
This Annual Report does not include an attestation
report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation requirements by our independent registered public accounting firm pursuant to rules of the
Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control
over financial reporting identified in management’s evaluation pursuant to Rule 13a-15(d) or 15d-15(d) of the Act during
the period covered by this Annual Report on Form 10-K that materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our CEO and CFO, do
not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all
fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the
control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that
all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented
by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design
of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation
of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes
in conditions or deterioration in the degree of compliance with policies or procedures.
|
ITEM
9B:
|
OTHER
INFORMATION
|
Not applicable.