10-K 1 valence_10k-033111.htm FORM 10-K valence_10k-033111.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
 
For the fiscal year ended March 31, 2011
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                   to                 
 
Commission file number 0-20028
 
VALENCE TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
 
DELAWARE
 
77-0214673
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
     
12303 TECHNOLOGY BOULEVARD, SUITE 950
   
AUSTIN, TEXAS
 
78727
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (512) 527-2900
 
Securities registered pursuant to Section 12(b) of the Act:
None
 
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $.001 par value
 
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o No x
 
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x
 
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ¨     No   ¨

Indicate by check mark if disclosure of delinquent filers, pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
 
 
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Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer” or “large accelerated filer” in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer o
Accelerated Filer x
Non-accelerated filer o
Smaller reporting Company  o
(do not check if a smaller reporting company)
 
 
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
 
The aggregate market value of the Registrant’s common equity held by non-affiliates was $89,704,120 as of September 30, 2010, the last business day of the registrant’s most recently completed second fiscal quarter and based upon the closing  price of the Registrant’s common stock on the NASDAQ Capital Market on such date. This calculation excludes 76,697,057 shares of common stock held by directors, officers and holders of 5% or more of Registrant’s outstanding common stock and such exclusion of shares held by any such person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the Registrant, or that such person is controlled by or under common control with the Registrant.
 
The number of shares outstanding of the Registrant’s common stock as of April 30, 2011, was 154,985,082.

Documents Incorporated by Reference
Document
Part of Form 10-K
Proxy Statement for the FY 2011 Annual Meeting of Stockholders
III

 
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VALENCE TECHNOLOGY, INC.
ANNUAL REPORT ON FORM 10-K
FISCAL YEAR ENDED MARCH 31, 2011
 
Table of Contents
 
 
Page 
Forward-Looking Statements
1
PART I
2
Item 1. Business
2
Item 1A. Risk Factors
10
Item 1B. Unresolved Staff Comments
23
Item 2. Properties
23
Item 3. Legal Proceedings
24
PART II
25
Item 4. Reserved
 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
25
Item 6. Selected Financial Data
27
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
28
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
36
Item 8. Financial Statements and Supplementary Data
38
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
39
Item 9A. Controls and Procedures
39
Item 9B. Other Information
42
PART III
42
Item 10. Directors, Executive Officers, and Corporate Governance
42
Item 11. Executive Compensation
42
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
42
Item 13. Certain Relationships and Related Transactions, and Director Independence
42
Item 14. Principal Accountant Fees and Services
61
PART IV
42
Item 15. Exhibits and Financial Statement Schedules
42
Signatures
48
 
 
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FORWARD-LOOKING STATEMENTS
 
This Annual Report on Form 10-K, Form 10-K or this Report, contains statements that constitute “forward-looking statements” within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act.
 
The words “may,” “will,” “expect,” “intend,” “estimate,” “continue,” “anticipate,” “project,” “predict,” “believe” and similar expressions and variations thereof are intended to identify forward-looking statements. These statements appear in a number of places in this Report and include statements regarding the intent, belief or current expectations of Valence Technology, Inc., to which we refer in this Report as “Valence,” the “Company,” “we” or “us,” with respect to, among other things:
 
·
 
trends affecting our financial condition or results of operations;
·
 
our product development strategies;
·
 
trends affecting our manufacturing capabilities;
·
 
trends affecting the commercial acceptability of our products; and
·
 
our business and growth strategies.
 
You are cautioned not to put undue reliance on forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those in such forward looking statements in this Report and the documents incorporated herein by reference. Factors that could cause our actual results to differ materially from our forward looking statements include those discussed under “Risk Factors,” which include, but are not limited to the following:
 
·
 
our ability to develop and market products that compete effectively in our targeted market segments;
·
 
market acceptance of our current and future products;
·
 
our ability to meet customer demand;
·
 
our ability to obtain sufficient funding to continue to pursue our business plan;
·
 
our ability to perform our obligations under our loan agreements;
·
 
a loss of one of our key customers, or a reduction in orders from one of such customers;
·
 
our ability to implement a long-term business strategy that will be profitable or generate sufficient cash flow;
·
 
the ability of our vendors to provide conforming materials for our products on a timely basis;
·
 
the loss of any of our key executive officers;
·
 
our ability to manage our foreign manufacturing and development operations;
·
 
international business risks;
·
 
our ability to attract skilled personnel;
·
 
our ability to protect and enforce our current and future intellectual property;
·
 
our need for additional financing; and
·
 
future economic, business and regulatory conditions.
 
We believe that it is important to communicate our future expectations to investors. However, there may be events in the future that we are not able to accurately predict or control. The factors discussed under “Item 1A - Risk Factors” or the documents incorporated by reference herein, as well as any cautionary language in this Report or the documents incorporated by reference herein, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we described in our forward-looking statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. 
 
 
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 PART I
 
ITEM 1. BUSINESS

We were founded in 1989 and develop, manufacture and sell advanced energy storage systems utilizing our proprietary phosphate-based lithium-ion technology. Our mission is to promote the wide adoption of high-performance, safe, environmentally friendly energy storage systems. To accomplish our mission and address the significant market opportunity we believe is available we utilize the numerous benefits of our latest energy storage technology, worldwide intellectual property portfolio and extensive experience of our management team. We are a global leader in the development of patented lithium iron magnesium phosphate advanced energy storage systems. We have redefined lithium battery technology and performance by marketing the industry’s first safe, reliable and rechargeable lithium iron magnesium phosphate battery for diverse applications, with special emphasis on motive, marine, industrial, military and stationary markets.

 Valance is a diverse, vertically aligned company. From our patented cathode materials to our standard family of scalable U-Charge® systems and customs systems designed for specific applications, we offer commercially proven solutions. For many applications our scalable U-Charge® systems, complete with programmable Battery Management Systems (“BMS”), are the logical choice in avoiding the expense and long development cycles of custom systems. However, when a custom system is required, Valence has the technology, tools and experience to fulfill our customers’ requirements.

 We believe that the improved features and functionality of our lithium iron magnesium phosphate energy storage systems are well suited for motive, marine, industrial, military, stationary and other applications that require safety, improved performance and long run times.

Following years of commercial use, we believe our experience is paving the way for the lower cost and higher performance solutions that our next generation lithium vanadium technologies will offer.
  
Markets

We are shipping commercial lithium phosphate energy storage solutions into five key market sectors that we believe will benefit most from our performance, long life and safety advantages:
 
Motive
We are enabling efficient transportation solutions from all-electric and hybrid personal transporters to commercial delivery vehicles and mass transit buses.  These quiet, powerful, low to zero-emission vehicles need portable power solutions to operate efficiently. Our patented Lithium Iron Magnesium Phosphate Energy Storage Systems offer enhanced performance, safety, reliability and environmentally friendly characteristics and lower lifetime cost. We are working with a global customer base to deliver motive solutions for hybrid electric vehicles (“HEV”), plug-in hybrid electric vehicles (“PHEV”) , electric vehicles (“EV”), and neighborhood electric vehicles (“NEV”) including car, bus, truck, tram and scooter applications.

 Marine
The Marine market sector includes applications such as hybrid yachts, ocean going tug boats, and other private and commercial vessels. Harbors are one of the most polluted areas in the world in terms of water, air and noise. Our products enable yachts, such as those made by BJ Technologie, a subsidiary of Bénéteau Group, to enter and exit harbors in an all-electric, non-polluting mode.
 
Industrial
The Industrial market sector includes applications where the majority of the battery’s energy is used in cleaning and lifting, powering or handling goods or materials, rather than propelling the application. These applications include floor cleaners, forklifts, medical carts, defibrillators, wheelchairs, robotics and other industrial tools.
 
Military
The Military market sector includes applications from each of the above market sectors; however this market is different due to its unique requirements and barriers to entry.  The main focus for military applications includes robotics, communications, survey equipment, auxiliary power systems and weaponry.  The motive applications in the Military sector include EVs, HEVs and PHEVs in armored and non-armored vehicles, as well as marine, submarine and aviation applications.
 
Stationary
Stationary Energy Storage Systems are designed to provide electrical power to large systems during instances of power outages. They are used in equipment dedicated to stabilizing voltages by eliminating irregularities in systems that generate electrical power. The storage systems can hold large loads temporarily as utility power switches from one generation source to another. Hence, applications such as uninterruptible power supplies (“UPS”), Direct Current (“DC”) power systems, frequency regulation, community storage, emergency lighting, starter systems, security alarms, and switchgear primarily drive the market for stationary batteries.

 
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Strategy

Our business plan and strategy focuses on the generation of revenue from sales of advanced energy storage systems, while controlling costs through partnerships with contract manufacturers and internal manufacturing efforts through our two wholly-owned subsidiaries in Suzhou, China. We expect to develop target markets through the sales of our scalable U-Charge® and custom energy storage systems, complete with our programmable BMS. In addition, as the alternative energy sector matures we expect to pursue licensing or other alliance opportunities to expand our presence in the lithium phosphate sector.
 
Key elements of our business strategy include:

·  
Develop and market differentiated battery solutions for a wide array of applications that leverage the advantages of our technologies. We are committed to the improvement of our technologies, our energy storage systems, integration of our energy storage systems into our customer applications and further development of worldwide suppliers to serve the rapidly expanding lithium phosphate sector. Our product development and marketing efforts are focused on large-format battery solutions, such as our scalable U-Charge® systems, and custom energy storage systems such as the next generation London hybrid double deck bus manufactured by Wrightbus. Our products are positioned to fulfill the needs of a wide variety of applications as alternative energy devices enter commercial markets.

·  
Manufacture high-quality, cost-competitive products using a combination of owned facilities and contract manufacturing facilities. Our products are manufactured in China, using both internal and contract manufacturing resources. Our company-owned China facility includes two plants: one manufactures our advanced lithium iron magnesium phosphate materials with our patented carbon-thermal reduction process, and the second manufactures our advanced standard large-format packs such as U-Charge® and custom packs for customers such as Segway Inc. (“Segway”). We have arrangements with contract manufacturers for cylindrical cell production. We believe this manufacturing strategy will allow us to directly control our intellectual property and operations management as well as deliver high-quality products that meet the needs of a broad range of customers and applications.
 
Our business strategy is being implemented in phases. We are moving beyond Phase 1 toward Phase 2:
 
·  
Phase 1: Our current business strategy is focused on developing applications that deliver an improved energy storage solution to address the desired performance goals of the end user. We are utilizing our mature technology, the intellectual property developed during the 21 year life of Valence, and critical “on-the-road”, “on-line” experience to expand our commercial opportunities. Our scalable U-Charge® Systems are designed for a broad base of motive, marine, military, industrial, and stationary applications offering improved performance, safety, long life, lower lifetime cost and no maintenance. During this phase, we are relying on the word-of-mouth recommendations of our early customers, the engineering benefits we enjoy with emerging development partners and reliable in-use experience to expand our presence in target global markets.
 
·  
Phase 2: Looking toward the immediate future, our business strategy will entail the commercialization of our patented Lithium Vanadium Phosphate (“LVP”) and Lithium Vanadium Phosphate Fluoride (“LVPF”) cathode materials into large-format, high capacity cells. These materials offer improved performance and the protection for our customers afforded by our worldwide intellectual patent portfolio.

We believe our commercial growth strategy will allow us to expand into emerging market applications through the sales of Valence products based on our differentiated technology, design and application engineering capabilities, global fulfillment services and our proven lower cost, high volume manufacturing. Further, we believe Valence is well positioned to license our technology to key component and material manufacturers, such as manufacturers of lithium phosphate cells, to further accelerate growth within the worldwide lithium phosphate sector.
 
We believe we are well positioned for growth due to the following:
 
·  
Leading Technology. We believe that our phosphate-based lithium-ion technologies and manufacturing processes offer many performance and economic advantages over competing battery technologies. The safety, long life and other advantages inherent in our technology enable the design of large-format, lower cost lithium-ion energy systems. As the first company in the battery industry to commercialize phosphates, we believe that we have a significant advantage in terms of time to market as well as chemistry, advanced energy storage system development and manufacturing expertise.

·  
New Market Opportunities. Our technology enables the production of high energy density, large-format batteries while reducing the safety concerns presented by oxide-based lithium-ion batteries. Consequently, our lithium phosphate technology energy and power systems can be designed into a wide variety of products and markets. In 2007 we concluded that it would be difficult to predict which markets or devices would adopt lithium solutions early and which markets or devices would follow later. Also, standards had not yet developed in the lithium sector. Based on what we knew of commercial fleet needs compared to our capabilities, we choose to pursue fleets aggressively. We felt fleets would serve as a proving ground of our technology and business economics. We believe this approach has served us well and prepared us to pursue additional opportunities as they materialize.
 
 
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·  
New Valence Market Focus. Over 20 years we have transitioned from a technology developer to a commercial provider of advanced energy storage systems.  Our patent portfolio continues to expand. Our technology is maturing and has been tested for years in commercial applications. Our manufacturing capability has matured, is ISO 9001 certified, and can be easily expanded as markets develop. Our application engineers are recognized experts in the integration of our systems into customer applications. We have strengthened our marketing and sales resources. Our full service fulfillment services in Europe, North America and China are on-line.  We have developed what we believe to be a world-class supplier base of raw materials and components to support our manufacturing, and our senior management team has extensive international technology and business experience.

·  
Lithium Phosphate-Based Technology. We developed and commercialized the first lithium phosphate energy power systems with our lithium iron magnesium phosphate technology. We have two following generations of cathode materials in our proprietary Lithium Vanadium Phosphate and Lithium Vanadium Fluorophosphates cathode applications, both positioned to advance lithium phosphate cathode applications to the next level of applications and use.
 
Our business headquarters is in Austin, Texas. Our materials research and development center is in Las Vegas, Nevada. Our European sales and OEM manufacturing support center is in Mallusk, Northern Ireland. Our manufacturing and product development center is in Suzhou, China. We have the following subsidiaries: Valence Technology Cayman Islands, Inc., Valence Technology (Suzhou) Co., Ltd., and Valence Energy-Tech (Suzhou) Co., Ltd.
 
Fiscal Year 2011 Highlights

Following are some of our key events and accomplishments in pursuit of our strategy during the 2011 fiscal year:

· During the year we set a revenue record of $45.9 million which is a 185% improvement over fiscal year 2010
· We introduced the 36 volt scalable U-Charge® system
· We introduced a custom energy storage system for the next generation London double deck hybrid bus
· We prevailed in a lawsuit regarding the patent infringement of the carbothermal reduction process used in our cathode material manufacturing
· We were awarded 4 new patents in the U.S. and 13 worldwide patents during the 2011 fiscal year

Evolution of our Battery Technology

Continuing Development of Valence Lithium Phosphate Technology & Systems
 
·  
In 2002, we successfully produced our first generation Lithium Iron Magnesium Phosphate Material
·  
In 2004, we introduced our Lithium Iron Magnesium Phosphate Material in a cylindrical construction, and we launched our Segway Custom Pack product.
·  
In 2005, we increased the capacity of our energy cell which was included in our 12 Volt U-Charge® Scalable Modules
·  
In 2007, we launched our 18 Volt U-Charge® Scalable Modules
·  
In 2010, we launched our 36 Volt U-Charge® Scalable Modules
·  
In 2012, we plan to launch several Next Generation High Power Custom Systems

We continue to develop two next-generation lithium phosphate cathode materials: Lithium Vanadium Phosphate and Lithium Vanadium Fluorophosphate.  These materials are not only intended to augment our current commercial lithium iron magnesium phosphate, but also offer improved performance with additional energy storage and higher voltage capabilities for the motive, stationary power, consumer appliance, telecommunication, utility and other industries.
 
We are committed to the improvement of our technologies, our energy storage systems, integration of our energy storage systems into our customer applications, and further development of worldwide suppliers to serve the rapidly expanding lithium phosphate sector. We are continuing to develop our scalable U-Charge® systems and custom systems. We continue to improve our programmable BMS, which continues to provide improved control of our battery system, better battery protection, and enhanced performance data reporting, including reporting information to a remote command center or monitoring center. We feel these unique characteristics of our BMS are an improvement over other rechargeable battery pack systems. Our BMS also reduces the level of effort and technical risk required to develop customized hardware and software for new product designs, thus reducing the development cycle time and expense.

We offer worldwide customer application engineering support to assure that first system installations satisfy our customers’ requirements. During fiscal year 2011 we improved the performance and capabilities of our fulfillment centers in the US and Europe where U-Charge® systems are stocked for immediate customer delivery.
 
 
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Lithium Iron Magnesium Phosphate Energy Storage Systems

 Lithium-ion cobalt-oxide technology was originally developed to meet consumer demand for high-energy, small battery solutions to power portable electronic devices. Lithium-ion cobalt-oxide technology was a significant advancement in battery technology for the small battery market. However, due to the safety concerns associated with producing and using traditional lithium-ion cobalt-oxide technology in large-format applications, many markets today such as automotive, industrial, UPS and telecommunications markets remain served by older technologies, such as lead-acid, nickel-cadmium, and nickel metal hydride, which offer low energy density and significant maintenance costs.
 
We believe all of our Lithium Iron Magnesium Phosphate Energy Storage Systems, which utilize safer and more environmentally friendly phosphate-based cathode materials in place of other less stable and more costly cathode materials, address the current challenges facing the rechargeable battery industry and provide us with several competitive advantages. Key attributes of our Lithium Iron Magnesium Phosphate Energy Storage Systems include:
  
·  
Increased safety. We believe that our Lithium Iron Magnesium Phosphate Energy Storage Systems significantly reduce the safety risks associated with oxide-based lithium-ion technologies. The unique chemical properties of phosphates render them almost incombustible if mishandled during charging or discharging. As a result, we believe our technology is more stable under overcharge or short circuit conditions than existing lithium-ion oxide technology and has the ability to withstand higher temperatures and electrical stress. The thermal and chemical stability inherent in our technology provides safety over lithium metal oxides, enabling large-format, high energy density lithium-ion solutions.
 
·  
Performance advantages. Our Lithium Iron Magnesium Phosphate Energy Storage Systems offer several performance advantages over the competing battery chemistries of lead-acid, nickel-cadmium, nickel metal hydride and traditional lithium-ion oxide technologies, including higher charge and discharge rate capability, longer cycle life, longer shelf life, and lower total cost of ownership.  Other system advantages include lighter weight, excellent energy storage characteristics, and high-energy efficiency during charge and discharge.
 
·  
High energy density. In its large-format application, our Lithium Iron Magnesium Phosphate Energy Storage Systems exhibit an energy density that can exceed other battery chemistries such as lead-acid, nickel metal hydride and nickel-cadmium.
 
·  
High rate capability. In the power cell construction, our Lithium Iron Magnesium Phosphate Energy Storage Systems offer an exceptional rate capability with sustained 10 to 15C discharges and low impedance of less than 20m Ohms. These two characteristics result in a cell that provides larger bursts of power while generating less heat than energy cells.
 
·  
Increased exceptional cycle life. Current testing of our Lithium Iron Magnesium Phosphate Energy Storage Systems at 50% depth of discharge has yielded a cycle life greater than 9,000 cycles, or greater than 26 years of daily service. At 80% depth of discharge, our systems exceeded over 4,000 cycles, or over 11 years of daily service. This extended life demonstrates the return on investment that commercial fleet and other applications demand.
 
·  
Maintenance-free. Our Lithium Iron Magnesium Phosphate Energy Storage Systems are maintenance-free.
 
·  
Lower lifetime cost. We believe that our proprietary phosphate material used in our Lithium Iron Magnesium Phosphate Energy Storage Systems is less expensive than the cobalt-oxide material used in competing lithium-ion technologies. As our production volume increases due to greater demand for Lithium Iron Magnesium Phosphate Energy Storage Systems, material costs have decreased. For example our cost to manufacture our patented cathode material has decreased by 50% during the last four years. Finally, the lower maintenance costs, longer cycle life and longer service life associated with Lithium Phosphate Energy Storage Systems lead to a lower total cost of ownership in numerous applications
 
·  
Flexibility. Our BMS is programmable and therefore can easily be applied to custom energy storage systems of various sizes for various applications such as our scalable U-Charge® Energy Storage Systems and custom pack solutions.
 
·  
Environmental friendliness. Rechargeable batteries that contain nickel metal hydride, nickel-cadmium or lead-acid are toxic and harmful to the environment. In contrast, our proprietary phosphate technologies do not contain any heavy metals. Our Lithium Iron Magnesium Phosphate Energy Storage Systems incorporate an environmentally friendly, phosphate-based cathode material that reduces the disposal issues inherent in other types of batteries.

 
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Products
 
The U-Charge® Energy Storage System
 
Our U-Charge® Energy Storage System is a family of products based on Valence’s proprietary Lithium Iron Magnesium Phosphate technology and is designed to be a direct replacement for standard-sized lead-acid energy storage systems.  These 12, 19 and 30 volt energy storage systems offer twice the run-time and half the weight of lead-acid systems, expanded calendar life and greater cycle life with deep depth of discharge, resulting in significantly lower total costs of ownership. U-Charge® Energy Storage Systems are used in a variety of applications such as hybrid and full electric vehicles, wheelchairs, scooters, robotics, marine, remote power, military, back-up and many other devices.  Announced in March 2009, the latest U-Charge® Energy Storage Systems became commercially available in the fourth quarter of fiscal year 2010. These systems are designed to offer significant performance advantages that include common communication protocol, programmable logic, advanced cell balancing and improved fuel gauge reporting. They also are backward compatible to prior U-Charge® products.

Custom Energy Storage Systems

Through partnerships with customers such as Segway Inc. ("Segway") and Wrightbus, among others, we have been a leader in developing lithium phosphate energy storage systems. These systems, designed in tandem with the engineering and product design teams of our customers, offer unique, dynamic solutions to the individual needs of our customers product requirements. From the Segway personal transporter energy pack, to the Wrightbus advanced hybrid energy storage system, Valence has been able to manufacture our lithium phosphate technology and BMS control systems to fit within the specific and challenging form and function requirements of our customers, yielding exceptional power storage and delivery results, in conjunction with efficient system monitoring, management and reporting functions delivered by our customizable BMS system. We feel there are significant market opportunities in the custom energy storage system areas, and are actively working in conjunction with customers and partners to realize results from these efforts.
 
Operational Achievements

Valence energy storage systems are now in daily use in delivery fleet, medical, marine, military and other markets.  Our research, development and design efforts are focused on new products utilizing our patented lithium iron magnesium phosphate materials, manufacturing process and battery management system expertise. Next generation patented lithium vanadium cathode materials are now being tested in commercial grade cells. Vanadium exhibits improved performance over traditional magnesium phosphate cathode materials with higher voltage and higher discharge rates, among other performance advantages.  As our manufacturing volume continues to increase, significant reductions were made in our manufacturing costs, primarily due to lower raw material costs, higher production yields, improved manufacturing efficiency and increased overhead absorption into our inventory.
 
Our customer base is expanding into a variety of markets. Some of our top customers include: Smith Electric Vehicles (which includes Smith Electric Vehicles, US  and Tanfield, PLC ), Segway, Howard Medical Solutions (“Howard”), Oxygen S.p.A. (“Oxygen”), Rubbermaid Medical Solutions (“Rubbermaid”), Enova Systems (“Enova”), PVI, Tennant Company (“Tennant”), and Wrightbus. Our battery pack, powder, and engineering operations are conducted in our two manufacturing plants located in Suzhou, China. We continue to improve the batch-to-batch yield of our proprietary Lithium Phosphate cathode materials, increase output and lower our costs. Pack assembly operations have been simplified and expanded. In addition, our engineering operations have been expanded to support continuous manufacturing processes and quality control improvements.
 
Development of our patented next-generation LVP and LVPF cathode materials has been focused and accelerated. Recognized as the next generation of Lithium Phosphate energy solutions, we believe LVP and LVPF will offer higher performance solutions to a new generation of motive and other demanding applications.
 
Competition

Competition in the rechargeable battery industry is intense. In the rechargeable battery market, the principal competitive technologies currently marketed are lead-acid, nickel-cadmium, nickel metal hydride, liquid lithium-ion and lithium-ion polymer energy storage systems. The industry consists of major domestic and international companies with substantial financial, technical, marketing, sales, manufacturing, distribution and other resources available to them. Our principal competitors generally have greater financial and marketing resources than we do and they may therefore develop batteries similar or superior to ours or otherwise compete more successfully than we do.  In addition, many of these companies have name recognition, established positions in the market, and long-standing relationships with OEMs and other customers. We believe our principal competitors are LG Chem, Matsushita Industrial Co., Ltd. (Panasonic), Sony, Toshiba and SAFT, A123 Systems, Dow - Kokam, Thundersky – Winston Battery, Altair Nanotechnologies, and Ener1. A123 Systems, and Ener1 have heavily invested in manufacturing capacity for their chosen markets and have received significant financial support from private investors, public offerings and United States federal, local and state grants, subsidies and incentives.
 
The performance characteristics of lithium-ion energy storage systems have consistently improved over time as market leaders continued to improve the technology. However, Valence intends to maintain competitive leadership in the lithium phosphate sector with patented Lithium Phosphate technologies and advanced energy storage solutions for today’s and tomorrow’s demanding high-energy applications.

 
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We believe that we have several technological advantages over competitors in terms of our ability to compete in the rechargeable battery market. Our Lithium Iron Magnesium Phosphate energy storage solutions including materials, cells and intelligent technology, and our unique ability to integrate our packs into customer applications enable us to serve a wide range of markets that do not currently use lithium-ion energy storage systems.

Sales and Marketing
 
U-Charge® Energy Storage Systems are a family of standard form factor systems that can be configured to meet the energy storage needs of a wide range of customers’ applications. The customer evaluation and approval process is generally between three and eighteen months. We anticipate sales will typically be made through separately negotiated supply agreements and standard purchase orders.  U-Charge® Energy Storage Systems are expected to be sold in standard and custom configurations. In addition, we expect to design and sell custom battery systems based on our Lithium Phosphate technology and programmable Command and Control Logic. We also provide pack level application engineering services to assist our customers with the integration of our packs into their specific applications. We have not experienced seasonality in any of our product sales. None of our customers are contractually committed to purchase any minimum quantities of products from us, and orders are generally cancelable prior to shipment. As a result, we do not disclose our order backlog, since we believe that our order backlog at any particular date is not necessarily indicative of actual revenue for any future period.
 
Sales of products are typically denominated in U.S. dollars. Consequently, sales historically have not been subject to currency fluctuation risk. For additional information, please Note 19 Segment and Geographic Information, of the Notes to our Condensed Consolidated Financial Statements.

 Manufacturing and Raw Materials
 
Our base Lithium Iron Magnesium Phosphate Cathode Material is manufactured in one of our two Suzhou, China manufacturing plants. Our second plant manufactures both custom and standard U-Charge® Energy Storage Systems. To meet or exceed expected fiscal year 2012 demand, we have plans to expand both our cathode material and assembly plants during fiscal year 2012.  We depend on a limited number of suppliers for certain key raw materials and components used in manufacturing and developing our power systems. We have undertaken efforts to diversify our supplier base for certain key raw materials and components, and we added second sources for several of these materials and components during fiscal year 2011. We will continue to diversify our supplier base for certain materials and components in the future, as appropriate. The quality and availability of our sourced components and materials used in our production continues to improve. We generally purchase raw materials pursuant to purchase orders placed from time to time. We have developed supply agreements with larger suppliers and continue to seek dual sourcing of critical components to guarantee continuity of supply to our customers.
 
Research and Product Development
 
We conduct materials research and development at our Las Vegas, Nevada facility, and new product development at our Austin, Texas and Suzhou, China facilities. Our battery research and development group continuously develops and improves our technology including cathode materials, cells, module, systems and our BMS. Our manufacturing processes have been developed over a number of years and deliver low cost and high quality. Our areas of expertise include: chemical engineering; process control; safety; anode, cathode, and electrolyte chemistry and physics; polymer and radiation chemistries; thin film technologies; coating technologies; analytical chemistry; material science and energy storage system control logic development. Our research and development efforts over the past year have focused and will continue to focus on five areas:
 
·  
Continuing development of our Lithium Phosphate technology in multiple constructions;
 
·  
Development of our next generation Lithium Phosphate technology;
 
·  
Large-format applications for Lithium Phosphate technology;
 
·  
Development of next generation Standard and Custom Battery Packs.
 
·  
Continued improvement of our BMS system.

We continuously seek to improve our technology, and are currently focusing on improving the energy density of our products and advancing these improvements into production. We also are working with new materials to make further improvements to the performance of our products. We believe the safety features of our technology and the ongoing improvements in the performance of our batteries will allow us to maintain our competitive advantage.
 
 
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Research and product development expenses consist primarily of personnel, equipment, and materials to support our efforts to develop battery chemistry and products and improve our manufacturing processes. Research and product development expenses totaled $3.6 million in fiscal year 2011, $4.5 million in fiscal year 2010, and $4.3 million in fiscal year 2009.
 
Safety; Regulatory Matters; Environmental Considerations

Before we commercially introduce our batteries into certain markets, we may be required, or may voluntarily determine to obtain approval of our materials and/or products from one or more of the organizations engaged in regulating product safety. These approvals could require significant time and resources from our technical staff, and, if redesign were necessary, could result in a delay in the introduction of our products in those markets.
 
National, state and local regulations impose various environmental requirements on the transportation, storage, use and disposal of lithium batteries and certain chemicals used in the manufacture of lithium batteries and energy storage systems. Although we believe that our operations are in material compliance with current applicable environmental regulations, there can be no assurance that changes in such laws and regulations will not impose costly compliance requirements on us or otherwise subject us to future liabilities. Moreover, state and local governments may enact additional restrictions relating to the transportation, storage, use and disposal of lithium batteries used by our customers that could adversely affect the demand for our products. There can be no assurance that additional or modified regulations relating to the transportation, storage, use and disposal of chemicals used to manufacture batteries, or restricting disposal of batteries will not be imposed. In fiscal year 2011, we spent less than $0.1 million on environmental controls, including costs to properly dispose of potentially hazardous waste.

For example, the United States Department of Transportation, or DOT, and the International Air Transport Association, or IATA, regulate the shipment of hazardous materials. The United Nations Committee of Experts for the Transportation of Dangerous Goods has adopted amendments to the international regulations for “lithium equivalency” tests to determine the aggregate lithium content of lithium-ion polymer batteries. In addition, IATA has adopted special size limitations for applying exemptions to these batteries. Under IATA, our U-Charge® Power Systems currently fall within the level such that they are not exempt and require a Class 9 designation for transportation. We materially comply with applicable safety-packaging requirements worldwide, as required by the DOT, IATA, and other organizations with jurisdiction over our operations, and these regulations or enforcement policies could impose costly transportation requirements. In addition, compliance with any new DOT or IATA approval regulations or requirements could require significant time and resources from our technical staff and if redesign were necessary, could delay the introduction of new products.
 
The Nevada Occupational Safety and Health Administration and other regulatory agencies have jurisdiction over the operations of our Las Vegas, Nevada facility. Because of the risks generally associated with the use of flammable solvents and other hazardous materials, we expect rigorous enforcement of applicable health and safety regulations. In addition, we currently are regulated by the State Fire Marshall’s office and local Fire Departments. Frequent audits by or changes in the regulations issued by the Nevada Occupational Safety and Health Administration, or other regulatory agencies with jurisdiction over our operations, may cause unforeseen delays and require significant time and resources from our technical staff.  
 
China’s “Management Methods for Controlling Pollution Caused by Electronic Information Products Regulation” (“China RoHS”) provides a broad regulatory framework including similar hazardous substance restrictions as are imposed by the European RoHS Directive, and applies to methods for the control and reduction of pollution and other public hazards to the environment caused during the production, sale, and import of electronic information products in China affecting a broad range of electronic products and parts, with an effective implementation date of March 1, 2007. However, these methods do not apply to the production of products destined for export. Our compliance system is sufficient to meet such requirements. Our current estimated costs associated with our compliance with this regulation based on our current market share are not significant. However, we continue to evaluate the effect of this regulation on our operation and actual costs could differ from our current estimates.
 
In fiscal year 2011, we spent less than $0.1 million on environmental controls, including costs to properly dispose of potentially hazardous waste.
 
Employees
 
At March 31, 2011, we had a total of 433 regular full-time employees. In the U.S., we had a total of 45 regular full-time employees at our Austin, Texas headquarters and our Las Vegas, Nevada research and development facility. We had 11 regular full-time employees in the areas of engineering and sales located in the United Kingdom and Northern Ireland. Our China manufacturing operation had 377 regular full-time employees. None of our employees are covered by a collective bargaining agreement, and we consider our relations with our employees to be good.
 
 
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Available Information
 
We make available on our website (www.valence.com) under “Investor Relations - SEC Filings,” free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after we electronically file such material with the Securities and Exchange Commission.  We will provide copies of these reports upon written request to 12303 Technology Blvd., Suite 950, Austin, Texas 78727.  Our filings with the SEC are also available through the SEC website at www.sec.gov or at the SEC Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or by calling 1-800-SEC-0330.
 
ITEM 1A. RISK FACTORS
 
Risks Related to Our Company and Our Business

Due to our ongoing losses, lack of liquidity and debt obligations, there is doubt about our ability to continue as a going concern.
 
We have experienced significant operating losses in the current and prior fiscal years. At March 31, 2011, our principal sources of liquidity were cash and cash equivalents of $2.9 million. We do not expect that our cash on hand and cash generated by operations will be sufficient to fund our operating and capital needs for the next 12 months. As a result of our limited cash resources and history of operating losses, our auditors have expressed in their report on our consolidated financial statements that there is doubt about our ability to continue as a going concern. We presently have no further commitments for financing by affiliates of our Chairman Carl Berg. Recently, we have depended on sales of common stock under an At-Market Issuance Agreement with Wm. Smith & Co.   If we are unable to obtain further financing under the At-Market Issuance Agreement or from affiliates of Mr. Berg or others on terms acceptable to us, or at all, we may not be able to fulfill our customer commitments and/or be forced to cease our operations and liquidate our assets.
 
Our limited financial resources could materially affect our business, our ability to commercially exploit our technology and our ability to respond to unanticipated developments, and could place us at a disadvantage to our competitors.

 Currently, we do not have sufficient capital resources or cash flow from operations to generate the cash flows required to meet our operating and capital needs.  Our ability to raise capital may be adversely affected by a variety of risks discussed elsewhere herein, including the volatility of the stock market and our ability to raise funds via share sales under our At The Market Agreement with Wm Smith. Our inability to raise adequate funds, or any funds, via the At The Market Agreement, or other capital-raising transactions, limits our financial resources and could materially adversely affect our ability to commercially exploit our technologies and products. For example, it could:
 
·  
limit the research and development resources we are able to commit to the further development of our technology and the development of products that can be commercially exploited in our marketplace;
 
·  
limit the sales and marketing resources that we are able to commit to the marketing of our technology;
 
·  
have an adverse effect on our ability to attract top-tier companies as our technology and marketing partners;
 
·  
have an adverse effect on our ability to employ and retain qualified employees with the skills and expertise necessary to implement our business plan;
 
·  
make us more vulnerable to failing to achieve our forecasted results, economic downturns, adverse industry conditions or catastrophic external events;
 
·  
limit our ability to withstand competitive pressures and reduce our flexibility in planning for, or responding to, changing business and economic conditions; and
 
·  
place us at a disadvantage to our competitors that have greater financial resources than we have.
 
We have a history of losses and an accumulated deficit and may never achieve or sustain significant revenues or profitability.
 
We have incurred operating losses each year since our inception in 1989 and had an accumulated deficit of $594 million as of March 31, 2011. We have sustained recurring losses related primarily to the research and development and marketing of our products combined with the lack of sufficient sales to provide for these needs. We anticipate that we will continue to incur operating losses and negative cash flows over the next fiscal year. We may never achieve or sustain sufficient revenues or profitability in the future.
 
We reported a net loss available to common stockholders of $12.9 million for the fiscal year ended March 31, 2011. We reported a net loss available to common stockholders of $23.2 million for the fiscal year ended March 31, 2010, and a net loss available to common stockholders of $21.4 million for the fiscal year ended March 31, 2009. If we cannot achieve a competitive cost structure, achieve profitability, and acquire access to capital markets on acceptable terms, we will be unable to fund our obligations and sustain our operations, and may be required to liquidate our assets, cease operations or file for bankruptcy protection.

 
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We depend on a small number of customers for our revenues, and our results of operations and financial condition could be harmed if we were to lose all or a part of the business from any one of them.
 
To date, our existing purchase orders in commercial quantities are from a limited number of customers. During the fiscal year ended March 31, 2011, Smith Electric Vehicles and Segway Inc. contributed 42%, and 24%, of our revenues, respectively.  We anticipate that sales of our products to a limited number of key customers will continue to account for a significant portion of our total revenues. We do not have long-term agreements with any of these customers committing them to purchase any specified amount of our products. As a result, we face the substantial risk that one or more of the following events could occur:
 
·  
reduction, delay or cancellation of orders from a customer;
 
·  
development by a customer of other sources of supply;
 
·  
selection by a customer of devices manufactured by one of our competitors for inclusion in future product generations;
 
·  
loss of a customer or a disruption in our sales and distribution channels; or
 
·  
failure of a customer to make timely payment of our invoices.
 
 If we were to lose one or more customers, or if we were to lose revenues due to a customer’s inability or refusal to continue to purchase our batteries, our business, results of operations and financial condition would be harmed.

Any adverse economic conditions, including a future recession or credit constraints, or unfavorable economic conditions in a particular region, business or industry sector, may lead our customers to delay or forego technology investments and could have other effects, such as limiting our ability to access funds on credit and reducing the value of our equity securities, any of which could adversely affect our business, financial condition, operating results and cash flow.
 
Any future disruptions in the credit and financial markets could have a significant material adverse effect on the global economy.   A future recession or slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may result in reduced demand for products utilizing our advanced battery technology and difficulties in  us obtaining financing, which may adversely affect our growth and business prospects.
 
Risks we might face could include:
 
·  
potential declines in revenues due to reduced orders or other factors caused by economic challenges faced by our customers and prospective customers;
 
·  
potential adverse effects on our customers’ ability to pay, when due, amounts payable to us and related increases in our cost of capital associated with any increased working capital or borrowing needs we may have if this occurs, or to collect amounts payable to us in full (or at all) if any of our customers fail or seek protection under applicable bankruptcy or insolvency laws;
 
·  
potential adverse effects on our ability to access credit and other financing sources (and the cost thereof).  This may affect our ability to finance our operations or make significant capital expenditures relating to new products;
 
·  
lengthening sales cycles and/or delayed or cancelled decisions to purchase our products and/or our technology; and
 
·  
potential adverse effects on the valuation of our equity securities as a result of the devaluation and volatility of global stock markets.
 
The occurrence of such events could adversely affect our business, financial condition, operating results and cash flow.  Such a future economic slowdown or recession in the global economy is likely to materially affect the global banking system including individual institutions as well as a particular business or industry sector, which could cause further consolidations or failures in such a sector. These adverse financial events could also result in further government intervention in the United States and world markets.  Any of these results could affect the manner in which we are able to conduct business including within a particular industry sector or market and could adversely affect our business, financial condition, operating results and cash flow or cash position.
 
 
-13-

 
 
Our working capital requirements may increase beyond those currently anticipated.
 
We have planned for an increase in sales and, if we experience sales in excess of our plan, our working capital needs and capital expenditures would likely increase from that currently anticipated. Our ability to meet this additional customer demand would depend on our ability to arrange for additional equity or debt financing since it is likely that cash flow from sales will lag behind these increased working capital requirements.
 
Our indebtedness and other obligations are substantial and could materially affect our business and our ability to incur additional debt to fund future needs.
 
We have and will continue to have a significant amount of indebtedness and other obligations. As of March 31, 2011, we had approximately $76.0 million of total consolidated indebtedness. Included in this amount are $34.9 million of loans outstanding, net of discount, to an affiliate of Carl Berg, $30.4 million of accumulated interest associated with those loans and $10.7 million of principal and interest outstanding with a third party finance company, iStar. The loan to iStar matures in the fourth quarter of fiscal 2012. We are currently obligated to pay off this debt by making payments to iStar equal to $1.0 million in principal plus accrued interest per month. Our outstanding shares of Series C-1 Convertible Preferred Stock and Series C-2 Convertible Preferred Stock held by affiliates of Carl Berg are redeemable by the holders for up to $8.6 million, plus accrued dividends which, as of March 31, 2011, which were approximately $0.9 million. Our substantial indebtedness and other obligations could negatively affect our current and future operations. For example, it could:
 
·  
limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general corporate purposes;
 
·  
require us to dedicate a substantial portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the funds available to us for other purposes;
  
·  
make us more vulnerable to failure to achieve our forecasted results, economic downturns, adverse industry conditions or catastrophic external events, limit our ability to withstand competitive pressures and reduce our flexibility in planning for, or responding to, changing business and economic conditions;
 
·  
place us at a disadvantage to our competitors that have relatively less debt than we have; or
 
·  
cause us to cease business and liquidate our assets and operations.
 
All of our assets are pledged as collateral under various loan agreements with Mr. Berg or related entities. If we fail to meet our obligations pursuant to these loan agreements, these lenders may declare all amounts borrowed from them, together with accrued and unpaid interest thereon, to be due and payable. If this were to occur, we would not have the financial resources to repay our debt and these lenders could proceed against our assets.
 
Our financial results may vary significantly from quarter to quarter.
 
Our product revenue, operating expenses and quarterly operating results have varied in the past and may fluctuate significantly from quarter to quarter in the future due to a variety of factors, many of which are outside of our control. As a result you should not rely on our operating results during any particular quarter as an indication of our future performance in any quarterly period or fiscal year. These factors include, among others:
 
·  
timing of orders from our customers and the possibility that customers may change their order requirements with little or no notice to us;
 
·  
rate of adoption of our energy storage systems;
 
·  
deferral of customer orders in anticipation of new products from us or other providers of batteries and related technologies;
 
·  
timing of deferred revenue components associated with large orders;
 
·  
new product releases, licensing or pricing decisions by our competitors;
 
·  
commodity and raw materials component prices;
 
·  
lack of order backlog;
 
·  
loss of a significant customer or distributor;
 
 
-14-

 
 
·  
effect of changes to our product distribution strategy and pricing policies;
 
·  
changes in the mix of domestic and international sales;
 
·  
rate of growth of the markets for our products; and
 
·  
other risks described below.
 
The market for our products is evolving and it is difficult to predict its potential size or future growth rate. Many of the organizations that may purchase our products have invested substantial resources in their existing power systems and, as a result, have been reluctant or slow to adopt a new approach, particularly during a period of limited or reduced capital expenditures. Moreover, our current products are alternatives to existing systems and may never be accepted by our customers or may be made obsolete by other advances in related technologies.
 
Significant portions of our expenses are not variable in the short term and cannot be quickly reduced to respond to decreases in revenue. Therefore, if our revenue is below our expectations, our operating results are likely to be adversely and disproportionately affected. In addition, we may change our prices, modify our distribution strategy and policies, accelerate our investment in research and development, increase our sales or marketing efforts in response to competitive pressures or to pursue new market opportunities. Any one of these activities may further limit our ability to adjust spending in response to revenue fluctuations. We use forecasted revenue to establish our expense budget. Because most of our expenses are fixed in the short term or incurred in advance of anticipated revenue, any shortfall in revenue may result in significant losses.
 
Our business will be adversely affected if our Lithium Iron Magnesium Phosphate technology-based batteries are not commercially accepted.
 
We are researching and developing batteries based upon lithium iron phosphate chemistry. Our batteries are designed and manufactured as components for other companies and end-user customers. Our success depends on the acceptance of our batteries and the products using our batteries in their markets. Technical issues may arise that may affect the acceptance of our products by our customers. Market acceptance may also depend on a variety of other factors, including educating the target market regarding the benefits of our products. Market acceptance and market share are also affected by the timing of market introduction of competitive products. If we, or our customers, are unable to gain any significant market acceptance for our lithium phosphate  technology-based batteries, our business will be adversely affected. It is too early to determine if our lithium phosphate technology-based batteries will achieve significant market acceptance.
 
If we are unable to develop, manufacture and market products that gain wide customer acceptance, our business will be adversely affected.
 
The process of developing our products is complex and our failure to anticipate our customers’ changing needs and to develop products that receive widespread customer acceptance could significantly harm our results of operations. We must make long-term investments and commit significant resources before knowing whether our expectations will eventually result in products that the market will accept. After a product is developed, we must be able to manufacture sufficient volumes quickly and at low costs. To accomplish this, we must accurately forecast volumes, mix of products and configurations that meet customer requirements, and we may not succeed.  For example, if we are unable to develop, manufacture and market our Energy Storage Systems and gain wide customer acceptance of those systems, our business, results of operations and financial condition would be harmed.
 
The demand for batteries in the transportation and other markets depends on the continuation of current trends resulting from dependence on fossil fuels. Extended periods of low fuel prices, changes in government regulations and public perception of fossil fuels and developments in alternative technologies could adversely affect demand for our batteries.

We believe that much of the present and projected demand for advanced batteries in the transportation and other markets results from recent increases in the cost of oil, the dependency of the United States on oil from unstable or hostile countries, government regulations and economic incentives promoting fuel efficiency and alternate forms of energy, as well as the belief that climate change results in part from the burning of fossil fuels. Gasoline, diesel and other fuel prices have been extremely volatile, and this continuing volatility is expected to persist. Lower fuel prices over extended periods of time may lower the perception in government and the private sector that cheaper, more readily available energy alternatives should be developed and produced. Additionally, significant developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect our business and prospects in ways we do not currently anticipate. For example, fuel which is abundant and relatively inexpensive in North America, such as compressed natural gas, may emerge as consumers’ preferred alternative to petroleum based propulsion. If the cost of oil decreased significantly, the outlook for the long-term supply of oil to the United States improved, the government eliminated or modified its regulations or economic incentives related to fuel efficiency and alternate forms of energy, there were significant developments in alternative technologies or if there is a change in the perception that the burning of fossil fuels negatively affects the environment, the demand for our batteries could be reduced, and our business, prospects and revenue may be harmed.
 
 
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Adverse business or financial conditions affecting the automotive industry may have a material adverse effect on our development and marketing partners and our battery business.
 
We are seeking to enter into certain agreements with certain worldwide automotive manufacturers and tier 1 suppliers regarding their PHEV and EV development efforts. Certain of these manufacturers and suppliers have in recent years experienced static or reduced revenues, increased costs, net losses, loss of market share, labor issues and other business and financial challenges. As a result, automotive manufacturers may discontinue or delay their planned introduction of HEVs, PHEVs or EVs as a result of adverse changes in their financial condition or other factors. Automotive manufacturers may also seek alternative battery systems from other suppliers which may be more cost-effective or require fewer modifications in standard manufacturing processes than our products. Adverse business or financial conditions affecting individual automotive manufacturers or tier 1 suppliers or the automotive industry generally, including potential additional bankruptcies of automotive companies and their suppliers, as well as market disruption that could result from future consolidation in the automotive industry, could have a material adverse effect on our business.
 
Automotive manufacturers may discontinue or delay their planned introduction of PHEVs or EVs as a result of adverse changes in their financial condition or other factors. Automotive manufacturers may also seek alternative battery systems from other suppliers which may be more cost-effective or require fewer modifications in standard manufacturing processes than our products, or which such firms believe are more stable financially. We also may experience delays or losses with respect to the collection of payments due from customers in the automotive industry experiencing financial difficulties.

Problems in our production processes could limit our ability to grow revenues and maintain our customer base.
 
The manufacturing and assembly of our batteries and battery systems is a highly complex process that requires extreme precision and quality control throughout a number of production stages. Any defects in battery packaging, impurities in the materials used, contamination of the manufacturing environment, incorrect welding, excess moisture, equipment failure or other difficulties in the production process could reduce yields and affect our ability to produce a sufficient number of batteries to meet the demands of our customers.  In the past, we have experienced production problems that limited our ability to produce a sufficient number of batteries to meet the demands of certain customers. For example, during the fourth quarter of fiscal year 2010 and the first and second quarters of fiscal year 2011, we experienced component shortages from certain manufacturing supply vendors, and we also experienced quality issues with certain components supplied by third party suppliers during fiscal year 2011. These problems resulted in the temporary postponements of certain shipments to our customers, and the problems also resulted in the return of certain products already shipped to our customers for rework or replacement. Although we identified and have taken corrective actions for these issues, if these or other production problems recur and we are unable to resolve them in a timely fashion, it could have a material adverse effect on our ability to grow revenues and maintain our customer base.
 
We have underutilized manufacturing capacity that may limit our ability to become profitable.
 
Through our Chinese wholly owned foreign entities we lease and have equipped a 120,000 square foot facility for manufacturing and testing of our batteries. To be financially successful, and to fully utilize the capacity of this facility and allocate its associated overhead, we must achieve significantly higher sales volumes. We must accomplish this while also preserving the quality levels we achieved when manufacturing these products in more limited quantities. To date, we have not been successful at increasing our sales volume to a level that fully utilizes the capacity of the facility and we may never increase our sales volume to necessary levels. If we do not reach these necessary sales volume levels, or if we cannot sell our products at our suggested prices, our ability to reach profitability will be materially limited.
 
We have limited experience manufacturing our products in large quantities.
 
Achieving the necessary production levels presents a number of technological and engineering challenges for us.  We have limited experience manufacturing our products in high volume.  We do not know whether or when we will be able to develop efficient, low-cost manufacturing capability and processes that will enable us to meet the quality, price, engineering, design and product standards or production volumes required to successfully manufacture large quantities of our products.  Even if we are successful in developing our manufacturing capability and processes, we do not know whether we will do so in time to meet our product commercialization schedule or to satisfy the requirements of our customers.
 
If our products fail to perform as expected, we could lose existing and future business, and our ability to develop, market and sell our batteries could be harmed.
 
The market perception of our products and related acceptance of the products is highly dependent upon the quality and reliability of the products that we build. Any quality problems attributable to our product lines may substantially impair our revenue prospects. Moreover, quality problems for our product lines could cause us to delay or cease shipments of products or have to recall or field upgrade products, thus adversely affecting our ability to meet revenue or cost targets. In addition, while we seek to limit our liability as a result of product failure or defects through warranty and other limitations, if one of our products fails, a customer could suffer a significant loss and seek to hold us responsible for that loss.
 
 
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Our failure to cost-effectively manufacture our technologically-complex batteries in commercial quantities which satisfy our customers’ product specifications and their expectations for product quality and delivery could damage our customer relationships and result in significant lost business opportunities for us.
 
To be successful, we must cost-effectively manufacture commercial quantities of our technologically-complex batteries that meet our customer specifications for quality and timely delivery. To facilitate commercialization of our products, we will need to continuously reduce our manufacturing costs, which we intend to do through the effective utilization of manufacturing partners and continuous improvement of our manufacturing and development operations in our wholly owned foreign enterprises in China. We currently manufacture our batteries and assemble our products in China. We are dependent on the performance of our manufacturing partners, as well as our own manufacturing operations to manufacture and deliver our products to our customers. We have experienced component supply issues, which in some cases has limited our ability to produce a sufficient number of batteries to fulfill our customers’ demands. For example, during the fourth quarter of fiscal year 2010 and the first quarter of fiscal year 2011, our anticipated revenue was adversely affected due to quality issues with the cylindrical cells we purchased from a third party supplier that are included in our batteries, and the temporary suspension of certain areas of production and certain shipments at our China facility in order to implement a component change on a circuit board.  If we fail to correct these issues in a manner that allows us to meet customer demand, or if any of our manufacturing partners are unable to manufacture products in commercial quantities on a timely and cost-effective basis, we could lose our customers and adversely affect our ability to attract future customers.
 
In addition to being used in our own product lines, our battery cells are intended to be incorporated into other products. If we do not form effective arrangements with OEMs to commercialize these products, our profitability could be impaired.
 
Our business strategy contemplates that we will be required to rely on assistance from OEMs to gain market acceptance for our products. We therefore will need to identify acceptable OEMs and enter into agreements with them. Once we identify acceptable OEMs and enter into agreements with them, we will need to meet these companies’ requirements by developing and introducing new products and enhanced or modified versions of our existing products on a timely basis. OEMs often require unique configurations or custom designs for batteries, which must be developed and integrated into their product well before the product is launched. This development process not only requires substantial lead-time between the commencement of design efforts for a customized power system and the commencement of volume shipments of the power systems to the customer, but also requires the cooperation and assistance of the OEMs for purposes of determining the requirements for each specific application. We may have technical issues that arise that may affect the acceptance of our product by OEMs. If we are unable to design, develop, and introduce products that meet OEMs’ requirements, we may lose opportunities to enter into additional purchase orders and our reputation may be damaged. As a result, we may not receive adequate assistance from OEMs or pack assemblers to further commercialize our products, which could impair our profitability.
  
Failure to implement an effective licensing business strategy will adversely affect our revenue, cash flow and profitability.
 
Our long-term business strategy anticipates achieving significant revenue from the licensing of our intellectual property assets, such as our patented lithium iron magnesium phosphate technology. However, we have not yet entered into any licensing agreements for our patented lithium iron magnesium phosphate technology. Our future operating results could be adversely affected by a variety of factors including:
 
·  
our ability to secure and maintain significant licensees of our proprietary technology;
 
·  
the extent to which our future licensees successfully incorporate our technology into their products;
 
·  
the acceptance of new or enhanced versions of our technology;
 
·  
the rate at which our licensees manufacture and distribute their products to OEMs; and
 
·  
our ability to secure one-time license fees and ongoing royalties for our technology from licensees.
 
Our future success will also depend on our ability to execute our licensing operations simultaneously with our other business activities. If we fail to substantially expand our licensing activities while maintaining our other business activities, our results of operations and financial condition will be adversely affected.
 
Our dependence on a limited number of suppliers for key raw materials may delay our production of batteries.
 
We depend on a limited number of suppliers for our cylindrical cells, and a limited number of suppliers for certain other key raw materials, such as electrolyte anode material, cylindrical cell manufacturing, and printed circuit boards used in manufacturing and developing our power systems. We generally purchase raw materials pursuant to purchase orders placed from time to time and have no long-term contracts or other guaranteed supply arrangements with our sole or limited source suppliers. As a result, our suppliers may not be able to meet our requirements relative to specifications and volumes for key raw materials, and we may not be able to locate alternative sources of supply at an acceptable cost. For example, during the fourth quarter of fiscal year 2010 and the first quarter of fiscal year 2011, we experienced production delays as a result of quality issues with cylindrical cells supplied by our sole supplier of cylindrical cells at that time, Tianjin Lishen Battery Joint-Stock Co., Ltd. In an attempt to mitigate this type of issue in the future, we engaged Amperex Technology Ltd. as an additional cell supplier in the first quarter of fiscal year 2011. Where practical, we will continue to procure like products from multiple suppliers. In the past, we have also experienced delays in product development due to the delivery of nonconforming raw materials from our suppliers. If in the future we are unable to obtain high quality raw materials in sufficient quantities, on competitive pricing terms and on a timely basis, it may delay battery production, impede our ability to fulfill existing or future purchase orders and harm our reputation and profitability.
 
 
-17-

 
 
We expect to sell an increasing portion of our products to, and derive a significant portion of our licensing income from, customers located outside the United States. Foreign government regulations, currency fluctuations and increased costs associated with international sales could make our products and licenses unaffordable in foreign markets, which would reduce our future profitability.
 
International sales of our product and licenses, as well as licensing royalties, represent a significant portion of our sales potential. International business can be subject to many inherent risks that are difficult or impossible for us to predict or control, including:
 
·  
changes in foreign government regulations and technical standards, including additional regulation of rechargeable batteries, technology, or the transport of lithium or phosphate, which may reduce or eliminate our ability to sell or license in certain markets;
 
·  
foreign governments may impose tariffs, quotas, and taxes on our batteries or our import of technology into their countries;
 
·  
requirements or preferences of foreign nations for domestic products could reduce demand for our batteries and our technology;
 
·  
fluctuations in currency exchange rates relative to the U.S. dollar could make our batteries and our technology unaffordable to foreign purchasers and licensees or more expensive compared to those of foreign manufacturers and licensors;
 
·  
longer payment cycles typically associated with international sales and potential difficulties in collecting accounts receivable, which may reduce the future profitability of foreign sales and royalties;
 
·  
import and export licensing requirements in Europe and other regions, including China, where we intend to conduct business, which may reduce or eliminate our ability to sell or license in certain markets; and
 
·  
political and economic instability in countries, including China, where we intend to conduct business, which may reduce the demand for our batteries and our technology or our ability to market our batteries and our technology in those countries.
 
These risks may increase our costs of doing business internationally and reduce our sales and royalties or future profitability.
  
Our business depends on certain key personnel, the loss of whom could weaken our management team, and on attracting and retaining qualified personnel.
 
The growth of our business and our success depends on our ability to attract and retain highly-skilled management, technical, research and development, manufacturing, sales and marketing and other operating and administrative personnel, particularly those who are familiar with and experienced in the battery industry. If we cannot attract and retain experienced sales and marketing executives, we may not achieve the visibility in the marketplace that we need to obtain purchase orders, which would have the result of lowering our sales and earnings. Our key personnel include our Chief Executive Officer, Robert L. Kanode, all of our other executive officers and vice presidents, many of whom have very specialized scientific or operational knowledge regarding one or more of our key products. Such persons are in high demand and often receive competing employment offers from numerous other companies, including larger, more established competitors who have significantly greater financial resources than we do. On May 9, 2011, our Chief Financial Officer, Ross A. Goolsby, announced his resignation from our company, effective June 3, 2011. Although we are actively engaged in seeking a replacement for Mr. Goolsby, there can be no guarantee that we will find a suitable replacement for him in a reasonable period of time. We do not maintain key-person life insurance on any of our employees. The loss of the services of one or more of our key personnel or the inability to attract and retain additional personnel and develop expertise as needed could limit our ability to develop and commercialize our existing and future products.
 
We may need to expand our employee base and operations to effectively distribute our products commercially, which may strain our management and resources and could harm our business.
 
To implement our growth strategy successfully, we will have to increase our staff in China, with personnel in manufacturing, engineering, sales, marketing, and product support capabilities, as well as third party and direct distribution channels. However, we face the risk that we may not be able to attract new employees or retain existing employees to sufficiently increase our staff or product support capabilities, or that we will not be successful in our sales and marketing efforts.  Additionally, turnover in key management positions in China could impair our ability to execute our plans for growth and adversely affect our future profitability.
 
 
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Product liability or other claims could cause us to incur losses or damage our reputation.

The risk of product liability claims and associated adverse publicity is inherent in the development, manufacturing, marketing and sale of our batteries and battery systems, which are incorporated in third party commercial products, such as automotive and marine vehicles, industrial products, military transport and equipment and medical equipment. Certain materials we use in our batteries, as well as our batteries and battery systems, could, if used improperly, cause injuries to persons and damage to property. We are also subject to a risk of claims for injuries and damages caused by third party products that incorporate our batteries. In addition, our business could be harmed by adverse publicity resulting from problems or accidents caused by our batteries or third party products that incorporate our batteries.  

Although we maintain general liability insurance and product liability insurance, our insurance may not be adequate to cover all potential types of product liability claims to which we are exposed or may not be adequate to indemnify us for all liability that may be imposed on us. In addition, while we often seek to limit our product liability in our contracts, such limits may not be enforceable or may be subject to exceptions.Any successful product liability claim against us in excess of our coverage, or outside of our coverage, could require us to pay a substantial monetary award and could have a material adverse affect on our business, financial condition and reputation. We cannot be assured that such claims against us will not be made in the future.
 
Our patent applications may not result in issued patents, which would have a material adverse effect on our ability to commercially exploit our products.
 
Patent applications in the United States are maintained in secrecy until the patents are issued or are published. Since publication of discoveries in the scientific or patent literature tends to lag behind actual discoveries by several months, we cannot be certain that we are the first creator of inventions covered by pending patent applications or the first to file patent applications on these inventions. We also cannot be certain that our pending patent applications will result in issued patents or that any of our issued patents will afford protection against a competitor. In addition, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications related to issued U.S. patents will be issued. Furthermore, if these patent applications issue, some foreign countries provide significantly less effective patent enforcement than in the United States.
 
The status of patents involves complex legal and factual questions and the breadth of claims allowed is uncertain. Accordingly, we cannot be certain that the patent applications that we file will result in patents being issued, or that our patents and any patents that may be issued to us in the future will afford protection against competitors with similar technology. In addition, patents issued to us may be infringed upon or designed around by others and others may obtain patents that we need to license or design around, either of which would increase costs and may adversely affect our operations.
  
If we cannot protect or enforce our existing intellectual property rights or if our pending patent applications do not result in issued patents, we may lose the advantages of our research and manufacturing systems.
 
Our ability to compete successfully will depend on whether we can protect our existing proprietary technology and manufacturing processes. We rely on a combination of patent and trade secret protection, non-disclosure agreements and cross-licensing agreements. These measures may not be adequate to safeguard the proprietary technology underlying our batteries. Employees, consultants, and others who participate in the development of our products may breach their non-disclosure agreements with us, and we may not have adequate remedies in the event of their breaches. Furthermore, our competitors may be able to develop products that are equal or superior to our products without infringing on any of our intellectual property rights. We currently manufacture and export some of our products from China. The legal regime protecting intellectual property rights in China is weak. Because the Chinese legal system in general, and the intellectual property regime in particular, are weak, it is often difficult to enforce intellectual property rights in China. Moreover, there are other countries where effective copyright, trademark and trade secret protection may be unavailable or limited. Even where intellectual property enforcement is strong, enforcing our intellectual property against competitors and other infringers is time-consuming and extremely expensive. Financial and human resources for further enforcement efforts concurrent with those already underway are limited. Accordingly, we may not be able to effectively protect our intellectual property rights outside of the United States.
 
Intellectual property infringement claims brought against us could be time-consuming and expensive to defend, and if any of our products or processes is found to be infringing, we may not be able to procure licenses to use patents necessary to our business on reasonable terms, if at all.
 
In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights. For example, we have been named in a lawsuit which alleges that our patented lithium iron magnesium phosphate cathode material infringes two patents owned by the Hydro Quebec that we describe in further detail in “Item 3. “Legal Proceedings”. An adverse decision in this or any other similar litigation could force us to do one or more of the following:
 
·  
stop selling, incorporating, or using our products that use the patented lithium iron magnesium phosphate cathode material intellectual property;
 
 
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·  
pay damages for the use of patented lithium iron magnesium phosphate cathode material;
 
·  
obtain a license to sell or use the patented lithium iron magnesium phosphate cathode material, which license may not be available on reasonable terms, or at all; or
 
·  
redesign those products or manufacturing processes that use the patented lithium iron magnesium phosphate cathode material, which may not be economically or technologically feasible.
 
We may become involved in additional litigation and proceedings in the future. Likewise, we may in the future be subject to claims or an inquiry regarding our alleged unauthorized use of a third party’s intellectual property. An adverse outcome in such future litigation could result in similar risks as noted above with respect to the third party’s intellectual property. Whether or not an intellectual property litigation claim is valid, the cost of responding to it, in terms of legal fees and expenses and the diversion of management resources, could be expensive and harm our business.
 
In the past, we have identified material weaknesses in our internal control over financial reporting. Although we believe that we have remediated those material weaknesses and concluded our controls are effective as of March 31, 2011, if we fail to maintain proper and effective internal controls in the future, our ability to produce accurate and timely financial statements could be impaired, which could harm our operating results, our ability to operate our business and investors' views of us.
 
Pursuant to the Sarbanes-Oxley Act of 2002, we are required to provide a report by management on internal control over financial reporting, including management’s assessment of the effectiveness of such control. Internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. In addition, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that the control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be evaluated frequently.
 
In connection with our prior financial audit in the fiscal year ended March 31, 2009, we had identified material weaknesses in our internal control over financial reporting. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. The material weakness was that during fiscal year 2009, the position of Chief Financial Officer was held by three different people, acting consecutively. This caused management to determine that there was a failure to consistently adhere to certain control disciplines and to evaluate and properly record certain non-routine and complex transactions, which constituted a material weakness in internal control over financial reporting. While we hired Ross A. Goolsby as our Chief Financial Officer in November 2008 and have otherwise expanded our finance, accounting and disclosure staff, we cannot assure you that similar material weaknesses or other material weaknesses will not recur.  
 
Implementing any appropriate changes to our internal controls may distract our officers and employees from other matters, entail substantial costs to implement new processes and modify our existing processes and take significant time to complete. Moreover, these changes do not guarantee that we will be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and harm our business. In addition, investors' perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements on a timely basis may harm our stock price and make it more difficult for us to effectively market and sell our products to new and existing customers.
 
Our international business operations could be disrupted.
 
Our headquarters is located in Austin, Texas and our research and development center is in Las Vegas, Nevada.  We also operate a sales and service facility in Mallusk, Northern Ireland, and our manufacturing operations in Suzhou, China.  If major disasters such as earthquakes, fires, floods, hurricanes, tsunamis, wars, terrorist attacks, computer viruses, pandemics or other events occur, or our information system or communications network breaks down or operates improperly, our facilities may be seriously damaged, or we may have to stop or delay production and shipment of our products. We may incur expenses relating to such damages. In addition, a renewed outbreak of SARS, avian flu, swine flu or another widespread public health problem in China, Northern Ireland or the United States could have a negative effect on our operations.
 
 
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Risks Associated With Doing Business In China
 
Since our products are manufactured in China and we have transferred additional operations to China, we face risks if China loses normal trade relations status with the United States.
 
We manufacture and export our products from China. Our products sold in the United States are currently not subject to U.S. import duties. On September 19, 2000, the United States Senate voted to permanently normalize trade with China, which provides a favorable category of United States import duties. In addition, on December 11, 2001, China was accepted into the World Trade Organization, or WTO, a global international organization that regulates international trade. As a result of opposition to certain policies of the Chinese government and China’s growing trade surpluses with the United States, there has been, and in the future may be, opposition to the extension of Normal Trade Relations, or NTR, status for China. The loss of NTR status for China, changes in current tariff structures or adoption in the United States of other trade policies adverse to China could have an adverse affect on our business.
 
Furthermore, our business may be adversely affected by the diplomatic and political relationships between the United States and China. These influences may adversely affect our ability to operate in China. If the relationship between the United States and China were to materially deteriorate, it could negatively affect our ability to control our operations and relationships in China, enforce any agreements we have with Chinese manufacturers or otherwise deal with any assets or investments we may have in China.
 
Because the Chinese legal system in general, and the intellectual property regime in particular, are  weak, we may not be able to enforce intellectual property rights in China and elsewhere.
 
We currently manufacture and export our products from China. The legal regime protecting intellectual property rights in China is weak. Because the Chinese legal system in general, and the intellectual property regime in particular, are weak, it is often difficult to create and enforce intellectual property rights in China. Even where adequate laws exist in China, it may not be possible to obtain swift and equitable enforcement of such laws, or to obtain enforcement of a court judgment or an arbitration award delivered in another jurisdiction, and accordingly, we may not be able to effectively protect our intellectual property rights in China.
 
Enforcing agreements and laws in China is difficult or may be impossible as China does not have a comprehensive system of laws.
 
We are dependent on our agreements with our Chinese manufacturing partners. Enforcement of agreements may be sporadic and implementation and interpretation of laws may be inconsistent. The Chinese judiciary is relatively inexperienced in interpreting agreements and enforcing the laws, leading to a higher than usual degree of uncertainty as to the outcome of any litigation. Even where adequate law exists in China, it may be impossible to obtain swift and equitable enforcement of such law, or to obtain enforcement of a judgment by a court of another jurisdiction.
 
The government of China may change or even reverse its policies of promoting private industry and foreign investment, in which case our assets and operations may be at risk.
 
China is a socialist state, which since 1949 has been, and is expected to continue to be, controlled by the Communist Party of China. Our existing and planned operations in China are subject to the general risks of doing business internationally and the specific risks related to the business, economic and political conditions in China, which include the possibility that the central government of China will change or even reverse its policies of promoting private industry and foreign investment in China. Many of the current reforms which support private business in China are unprecedented or experimental. Other political, economic and social factors, such as political changes, changes in the rates of economic growth, unemployment or inflation, or in the disparities of per capita wealth among citizens of China and between regions within China, could also lead to further readjustment of the government’s reform measures. It is not possible to predict whether the Chinese government will continue to be as supportive of private business in China, nor is it possible to predict how future reforms will affect our business. 
 
The government of China continues to exercise substantial control over the Chinese economy which could have a negative effect on our business.
 
The government of China has exercised and continues to exercise substantial control over virtually every section of the Chinese economy through regulation and state ownership. China’s continued commitment to reform and the development of a vital private sector in that country have, to some extent, limited the practical effects of the control currently exercised by the government over individual enterprises. However, the economy continues to be subject to significant government controls, which, if directed towards our business activities, could have a significant adverse effect on us. For example, if the government were to limit the number of foreign personnel who could work in the country, substantially increase taxes on foreign businesses or impose any number of other possible types of limitations on our operations, our ability to conduct our business would be significantly adversely affected.
 
 
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Changes in China’s political and economic policies could harm our business.
 
The economy of China has historically been a planned economy subject to governmental plans and quotas and has, in certain aspects, been transitioning to a more market-oriented economy. Although we believe that the economic reform and the macroeconomic measures adopted by the Chinese government have had a positive effect on the economic development of China, we cannot predict the future direction of these economic reforms or the effects these measures may have on our business, financial position or results of operations. In addition, the Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD. These differences include:
 
·  
economic structure;
 
·  
level of government involvement in the economy;
 
·  
level of development;
 
·  
level of capital reinvestment;
 
·  
control of foreign exchange;
 
·  
methods of allocating resources; and
 
·  
balance of payments position.
 
As a result of these differences, our operations, including our current manufacturing operations in China, may not develop in the same way or at the same rate as might be expected if the Chinese economy were similar to the OECD member countries.
 
Business practices in China may entail greater risk and dependence upon the personal relationships of senior management than is common in North America and therefore some of our agreements with other parties in China could be difficult or impossible to enforce.
 
The business structure of China is, in many respects, different from the business culture in Western countries and may present some difficulty for Western investors reviewing contractual relationships among companies in China and evaluating the merits of an investment. Personal relationships among business principals of companies and business entities in China are very significant in the business culture. In some cases, because so much reliance is based upon personal relationships, written contracts among businesses in China may be less detailed and specific than is commonly accepted for similar written agreements in Western countries. In some cases, the material terms of an understanding are not contained in the written agreement but exist as oral agreements only. In other cases, the terms of transactions which may involve material amounts of money are not documented at all. In addition, in contrast to Western business practices where a written agreement specifically defines the terms, rights and obligations of the parties in a legally-binding and enforceable manner, the parties to a written agreement in China may view that agreement more as a starting point for an ongoing business relationship which will evolve and require ongoing modification. As a result, written agreements in China may appear to the Western reader to look more like outline agreements that precede a formal written agreement. While these documents may appear incomplete or unenforceable to a Western reader, the parties to the agreement in China may feel that they have a more complete understanding than is apparent to someone who is only reading the written agreement without having attended the negotiations. As a result, contractual arrangements in China may be more difficult to review and understand. Also, despite legal developments in China over the past 20 years, adequate laws, comparable with Western standards, do not exist in all areas and it is unclear how many of our business arrangements would be interpreted or enforced by a court in China.
 
Our ongoing manufacturing and development operations in China are complex and having these remote operations may divert management’s attention, lead to disruptions in operations and delay implementation of our business strategy.
 
We have relocated most of our manufacturing and development operations to China. We may not be able to find or retain suitable employees in China and we may have to train personnel to perform necessary functions for our manufacturing, senior management and development operations. This may divert management’s attention, lead to disruptions in operations and delay implementation of our business strategy, all of which could negatively affect our profitability. 
 
Our operations could be materially interrupted, and we may suffer significant loss, in the case of fire, casualty or theft at one of our manufacturing or other facilities.
 
Firefighting and disaster relief or assistance in China is substandard by Western standards. In the event of any material damage to, or loss of, the manufacturing plants where our products are or will be produced due to fire, casualty, theft, severe weather, flood, tsunami or other similar causes, we would be forced to replace any assets lost in such disaster. Thus our financial position could be materially compromised or we might have to cease doing business. We maintain insurance in China in an attempt to minimize this risk, but we cannot be sure that such insurance will be sufficient.
 
 
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In October 2009, we experienced a fire in a leased, unoccupied, offsite warehouse facility housing certain of our raw materials, finished goods inventory, and fixed assets, in Suzhou, China.  Management concluded that a material charge for impairment with respect to certain inventory and fixed assets was required under GAAP, and we recorded a liability for the payment of Chinese VAT with respect to certain inventory which was consumed by the fire.  Although insurance proceeds covered a significant portion of this loss, we cannot be sure that a fire or other similarly destructive event at one of our facilities in the future would not materially affect our financial position or disrupt our operations. In addition, as a result of this claim, our insurance costs may rise.
 
The system of taxation in China is uncertain and subject to unpredictable change that could affect our profitability.
 
Many tax rules are not published in China and those that are published can be ambiguous and contradictory, leaving a considerable amount of discretion to local tax authorities. China currently offers tax and other preferential incentives to encourage foreign investment. However, the country’s tax regime is undergoing review and there is no assurance that such tax and other incentives will continue to be made available.  If we no longer receive such preferential incentives, our business, prospects and results of operations would be adversely affected.

It is uncertain whether we will be able to recover value-added taxes imposed by the Chinese taxing authority.
 
China’s turnover tax system consists of value-added tax, or VAT, consumption tax and business tax. Export sales are exempted under VAT rules and an exporter who incurs VAT on purchase or manufacture of goods should be able to claim a refund from Chinese tax authorities. However, due to a reduction in the VAT export refund rate of some goods, exporters might bear part of the VAT they incurred in conjunction with the exported goods. Continued efforts by the Chinese government to increase tax revenues could result in revisions to tax laws or their interpretation, which could increase our VAT and various tax liabilities.
 
Risks Associated With Our Industry
 
If competing technologies were developed and successfully introduced, then our products might not be able to compete effectively in our targeted market segments.
 
Rapid and ongoing changes in technology and product standards could quickly render our products less competitive, or even obsolete. Other companies who are seeking to enhance traditional battery technologies, such as lead-acid and nickel-cadmium, have introduced or are developing batteries based on nickel metal-hydride, liquid lithium-ion and other emerging and potential technologies. These competitors are engaged in significant development work on these various battery systems, and we believe that much of this effort is focused on achieving higher energy densities for low power applications such as portable electronics. One or more new, higher energy rechargeable battery technologies could be introduced which could be directly competitive with, or superior to, our technology. The capabilities of many of these competing technologies have improved over the past several years. Competing technologies that outperform our batteries could be developed and successfully introduced, and as a result, there is a risk that our products may not be able to compete effectively in our targeted market segments.
 
We have invested in research and development of next-generation technology in energy solutions. If we are not successful in developing and commercially exploiting new energy solutions based on new materials, or we experience delays in the development and exploitations of new energy solutions compared to our competitors, our future growth and revenues will be adversely affected.
 
Our principal competitors generally have greater financial and marketing resources than we do and they may therefore develop batteries similar or superior to ours or otherwise compete more successfully than we do.
 
Competition in the rechargeable battery industry is intense. The industry consists of several major and emerging domestic and international companies, most of which have financial, technical, marketing, sales, manufacturing, distribution and other resources substantially greater than ours. There is a risk that other companies may develop batteries similar or superior to ours. In addition, many of these companies have strong name recognition, established positions in the market, and long-standing relationships with OEMs and other customers. Further, a number of our competitors have received or may in the future receive grants, subsidies or incentives from federal, local and state governments, which may provide them with lower cost capital and a competitive advantage. We believe that our primary competitors are existing suppliers of cylindrical lithium-ion, nickel cadmium, nickel metal-hydride and in some cases, non-SLI lead-acid batteries. These suppliers include, but are not limited to; A123 Systems, Sanyo, Matsushita Industrial Co., Ltd. (Panasonic), Sony, Toshiba, SAFT, and Ener1, as well as numerous lead-acid manufacturers throughout the world. Most of these companies are very large and have substantial resources and market presence. We expect that we will compete against manufacturers of other types of batteries in our targeted application segments. There is also a risk that we may not be able to compete successfully against manufacturers of other types of batteries in any of our targeted applications. 

 
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Laws regulating the manufacture, transportation and disposal of batteries may be enacted which could result in a delay in the production of our batteries or the imposition of additional costs that could harm our ability to be profitable.
 
At the present time, international, federal, state and local laws do not directly regulate the storage, use and disposal of the component parts of our batteries. However, laws and regulations may be enacted in the future which could impose environmental, health and safety controls on the storage, use and disposal of certain chemicals and metals used in the manufacture of lithium polymer batteries. Satisfying any future laws or regulations could require significant time and resources from our technical staff, including those related to possible redesign which may result in substantial expenditures and delays in the production of our product, all of which could harm our business and adversely impact our ability to become profitable in the future.
 
The transportation of lithium-ion batteries is regulated both domestically and internationally.  Our U-Charge® Power System is classified as a Class 9 hazardous material for shipping purposes pursuant to regulations published by the U.S. Department of Transportation (DOT) and the International Air Transport Association (IATA).  We package and offer for transport the U-Charge® Power System in compliance with all DOT and IATA regulatory requirements.  On January 11, 2010, the DOT proposed new regulations on lithium ion batteries.  At present, it is not known if or when the proposed regulations would be adopted or whether these new regulations may eventually be adopted by IATA.  Compliance with these new DOT regulations could result in additional costs for shipping the U-Charge® Power System and delay the introduction of new products.

National, state and local regulations impose various environmental controls on the transportation, storage, use, and disposal of lithium batteries and of certain chemicals used in the manufacture of lithium batteries. Although we believe that our operations are in material compliance with current environmental regulations, there can be no assurance that changes in such laws and regulations will not impose costly compliance requirements on us or otherwise subject us to future liabilities. Moreover, state and local governments may enact additional restrictions relating to the transportation, storage and disposal of lithium batteries used by our customers that could adversely affect the demand for our products. There can be no assurance that additional or modified regulations relating to the transportation, storage, use, and disposal of chemicals used to manufacture batteries, or restricting disposal of batteries will not be imposed. Satisfying these existing and any future laws or regulations not currently enacted or imposed could require significant time and resources from our technical staff, including those related to possible redesign of our products, which may result in substantial expenditures and delays in the production of our product, all of which could harm our business and reduce our future profitability.

Risks Associated With Ownership of Our Stock
 
Corporate insiders or their affiliates will be able to exercise significant control over matters requiring stockholder approval that might not be in the best interests of our stockholders as a whole.
 
As of March 31, 2011, our officers, directors and their affiliates as a group beneficially owned approximately 52.0% of our outstanding common stock, of which our Chairman Carl Berg and his affiliates beneficially owned approximately 51.7% of our outstanding common stock. As a result, these stockholders will be able to exercise significant control over all matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, which could delay or prevent someone from acquiring or merging with us. The interest of our officers and directors, when acting in their capacity as stockholders, may lead them to:
 
·  
vote for the election of directors who agree with the incumbent officers’ or directors’ preferred corporate policy; or
 
·  
oppose or support significant corporate transactions when these transactions further their interest as incumbent officers or directors, even if these interests differ from the interests of other stockholders.
 
Some provisions of our charter documents may make takeover attempts difficult, which could depress the price of our stock and limit the price that potential acquirers may be willing to pay for our common stock.
 
Our Board of Directors has the authority, without any action by non-affiliate stockholders, to issue additional shares of our preferred stock, which shares may be given superior voting, liquidation, distribution, and other rights compared to those of our common stock. The rights of the holders of our capital stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance of additional shares of preferred stock could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock. These provisions may have the effect of delaying, deferring or preventing a change in control, may discourage bids for our common stock at a premium over its market price, may decrease the market price and may infringe upon the voting and other rights of the holders of our common stock.
 
 
 
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At any given time we might not meet the continued listing requirements of the NASDAQ Capital Market.
 
Given the volatility of our stock and trends in the stock market in general, at any given time we might not meet the continued listing requirements of The NASDAQ Capital Market. Among other requirements, NASDAQ requires the minimum bid price of a company’s registered shares to be $1.00. On March 8, 2010, we received written notice from The NASDAQ Stock Market indicating that we were not in compliance with the $1.00 minimum bid price requirement for continued listing on The NASDAQ Capital Market, as set forth in Listing Rule 5550(a)(2).  We were provided a 180-day grace period to regain compliance with the Listing Rule. On April 20, 2010, we received a letter from The NASDAQ Stock Market confirming that the closing bid price of our common stock had been at $1.00 per share or greater for at least 10 consecutive business days and that, as a result, we had regained compliance with the minimum bid price requirement for continued listing.  However, on June 29, 2010, we received written notice from The NASDAQ Stock Market indicating that we were not in compliance with the $1.00 minimum bid price requirement for continued listing on The NASDAQ Capital Market, as set forth in Listing Rule 5550(a)(2).  We were provided a 180-day grace period to regain compliance with the Listing Rule. On October 11, 2010, we received a letter from The NASDAQ Stock Market confirming that the closing bid price of our common stock had been at $1.00 per share or greater for at least 10 consecutive business days and that, as a result, we had regained compliance with the minimum bid price requirement for continued listing. If we are not able to maintain the requirements for continued listing on The NASDAQ Capital Market, we could be de-listed and it could have a materially adverse effect on the price and liquidity of our common stock.
  
Our stock price is volatile, which could result in a loss of your investment.
 
The market price of our common stock has been and is likely to continue to be highly volatile.  During the fiscal year ended March 31, 2011, the sales price of our common stock ranged from $0.65 to $1.77 per share.  Factors that may have a significant effect on the market price of our common stock include the following:
 
·  
fluctuation in our operating results,

·  
the loss of or reduction in business from one or more of our key customers,
 
·  
announcements of technological innovations or new commercial products by us or our competitors,
 
·  
failure to achieve operating results projected by securities analysts or public guidance,
 
·  
governmental regulation,
 
·  
developments in our patent or other proprietary rights or our competitors’ developments,
 
·  
our relationships with current or future collaborative partners, and
 
·  
other factors and events beyond our control.
 
In addition, the stock market in general has experienced extreme volatility that often has been unrelated to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance. As a result of this potential stock price volatility, investors may be unable to sell their shares of our common stock at or above the cost of their shares. In addition, companies that have experienced volatility in the market price of their stock have often been the object of securities class action litigation. If we were the subject of securities class action litigation, this could result in substantial costs, a diversion of our management’s attention and resources and harm to our business and financial condition.

Future sales of currently outstanding shares could adversely affect our stock price.
 
The market price of our common stock could drop as a result of sales of a large number of shares in the market or in response to the perception that these sales could occur. In addition, these sales might 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. As of March 31, 2011, we had 154,959,209 shares of common stock outstanding and 1,803,144 shares in treasury stock. In addition, at March 31, 2011, we had 7,878,513 shares of our common stock reserved for issuance under stock options plans and 215,000 of our common stock reserved for issuance upon excercise of warrants. In connection with the potential conversion of the Series C-1 Convertible Preferred Stock and Series C-2 Convertible Preferred Stock, issued on December 1, 2004, we may need to issue up to 2,174,242 and 1,454,392 shares, respectively, of our common stock (based on a conversion price per share of $1.98 and $2.96, respectively, which is the lowest conversion price that may apply) (in addition to any shares that may be issued with respect to the conversion of accrued dividends).

Equity transactions occurring in the future, including sales under our At Market Issuance Sales Agreement, would result in immediate ownership dilution to current equity holders and, as a result, our stock price may go down.
 
Future equity transactions, including the sale of shares of common stock or preferred stock, sales under our At Market Issuance Sales Agreement, or the exercise of options or warrants or other convertible securities, would result in ownership dilution and, as a result, our stock price may go down. In February 2008 we entered into an At Market Issuance Sales Agreement with Wm. Smith & Co., amended in July 2009, December 2010 and January 2011, which provides that, upon the terms and subject to the conditions set forth therein, we may, through Wm. Smith & Co. acting as sales agent, issue and sell up to 20 million shares of our common stock.  As of March 31, 2011, a total of 13.5 million of the aggregate shares authorized for sale through Wm. Smith & Co. have been sold and 6.5 million remain available for future issuance under the agreement. Further, as opportunities present themselves from time to time, we may sell restricted stock and warrants or convertible debt to investors in private placements conducted by broker-dealers, or in negotiated transactions.  Because the securities may be restricted, the securities may be sold at a greater discount to market prices compared to a public securities offering, and the exercise price of the warrants may be at or even lower than market prices. These transactions cause ownership dilution to existing stockholders. Also, from time to time, options may be issued to employees and third parties. Exercise of in-the-money options, warrants and other convertible securities will result in ownership dilution to existing stockholders, and the amount of dilution will depend on the spread between market and exercise price, and the number of shares involved.
  
 
-25-

 
 
Our management team has broad discretion over the use of the net proceeds from any offering by us of our equity securities, including sales under our At Market Issuance Sales Agreement.
 
Our management will use its discretion to direct the net proceeds from any offering of our equity securities.  We intend to use all of the net proceeds of any additional sales under our At Market Issuance Sales Agreement, together with cash on hand, for general corporate purposes, although we could use the proceeds for other purposes as well.  General corporate purposes may include working capital, capital expenditures, development costs, strategic investments or possible acquisitions.  Our management’s judgments may not result in positive returns on shareholders’ investments and our shareholders will not have an opportunity to evaluate the economic, financial or other information upon which our management bases its decisions.
 
We do not intend to pay dividends on our common stock, and therefore stockholders will be able to recover their investment in our common stock, if at all, only by selling the shares of stock that they hold.
 
Some investors favor companies that pay dividends on common stock. We have never declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings for funding growth and we do not anticipate paying cash dividends on our common stock in the foreseeable future. Because we may not pay dividends, a return on an investment in our stock likely depends on the ability to sell our stock at a profit.
 
Our business is subject to changing regulations relating to corporate governance and public disclosure that has increased both our costs and the risk of noncompliance.
 
Because our common stock is publicly traded, we are subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded. These entities, including the Public Company Accounting Oversight Board, the SEC, and NASDAQ continue to develop additional regulations and requirements in response to laws enacted by Congress, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act. Our efforts to comply with these regulations have resulted in, and are likely to continue to result in, materially increased general and administrative expenses and a significant diversion of management time and attention from revenue-generating and cost-reduction activities to compliance activities.
 
In particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our required assessment of our internal control over financial reporting and our independent registered public accounting firm’s audit of that assessment has required, and continues to require, the commitment of significant financial and managerial resources. There is no assurance that these efforts will be completed on a timely and successful basis. Because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices.
 
In the event that our Chief Executive Officer, Chief Financial Officer, or independent registered public accounting firm determines that our internal control over financial reporting is not effective as defined under Section 404 of the Sarbanes-Oxley Act of 2002, there may be a material adverse effect in investor perceptions and a decline in the market price of our stock.
 
 ITEM 1B. UNRESOLVED STAFF COMMENTS
 
None.
 
 ITEM 2. PROPERTIES
 
We lease approximately 24,000 square feet in Austin, Texas for our corporate offices . We also lease approximately 14,000 square feet in Las Vegas, Nevada for our research and development facility. Our two wholly owned foreign enterprises in China lease three facilities, totaling approximately 120,000 square feet in Suzhou, China, which leases will expire during 2013.  We believe that prior to the expiration of these leases we will be able to renew the leases or secure suitable replacement facilities on reasonable terms.  In addition, we lease approximately 2,000 square feet in Mallusk, Northern Ireland for our sales and OEM manufacturing support center.  We believe that our existing facilities are suitable and will be adequate to meet our requirements for at least the next 12 months. 
 
 
-26-

 
 
 ITEM 3. LEGAL PROCEEDINGS
 
On January 31, 2007, we filed a claim against Phostech Lithium Inc. in the Federal Court in Canada (Valence Technology, Inc. v. Phostech Lithium Inc. Court File No. T-219-07) alleging infringement of Valence Canadian Patent 2,395,115 (“115 Patent”). Subsequently, on April 2, 2007, we filed an amended claim alleging additional infringement of our Canadian Patents 2,483,918 (“918 Patent”) and 2,466,366 (“366 Patent”). The trial took place in September 2010 and ended on October 1, 2010.  On February 17, 2011, the Canadian Court ruled in our favor, finding that Phostech infringed Valence’s ‘115 Patent.  The 918 Patent was held invalid.  The 366 Patent was not held invalid, but no decision was rendered with respect to the infringement of the 366 Patent.  An immediate injunction was imposed by the Trial Court on Phostech.  Phostech twice appealed the imposition of the injunction and on the second appeal, and the injunction was stayed by the Appellate Court, provided an expedited appeal would be undertaken and a bond posted by Phostech.  The Appeal is to be heard on June 6, 2011.  A favorable decision at trial permits us to seek monetary damages, reasonable attorney fees, costs and an injunction to stop Phostech from manufacturing, using and selling phosphate cathode material that infringes the valid Valence Canadian Patent 2,395,115. 
 
On February 14, 2006, Hydro-Quebec filed an action against us in the United States District Court for the Western District of Texas (Hydro-Quebec v. Valence Technology, Civil Action No. A06CA111). An amended complaint was filed April 13, 2006. A stay imposed due to the USPTO reexaminations of the two patents was lifted following completion of the reexaminations.  On January 8, 2009, Hydro-Quebec filed a second amended complaint, wherein Hydro-Quebec alleges that Saphion® I Technology, the technology utilized in all of our commercial products, infringes U.S. Reexamined Patent Nos. 5,910,382 and 6,514,640 exclusively licensed to Hydro-Quebec.  Hydro-Quebec seeks injunctive relief and monetary damages. We have filed a response denying the allegations in the second amended complaint.  A Markman hearing to determine the scope of the asserted claims in the two reexamined patents was completed in January 2010.  The Special Master submitted recommended findings from the Markman Hearing to the Court in August 2010 and a Court hearing was held on those findings in November 2010.  On April 27, 2011, the Court issued its order adopting the report of the Special Master. The Court set a trial date for October 2012.
 
We are subject, from time to time, to various claims and litigation in the normal course of business. In our opinion, our pending legal matters will not have a material adverse impact on our consolidated financial statements. However, the outcome of any litigation is inherently uncertain and there can be no assurance as to the ultimate outcome of any such legal matters.
 

Item 4. RESERVED

 
-27-

 

 PART II
 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Market Information
 
Our common stock is quoted on the NASDAQ Capital Market under the symbol “VLNC.” As of May 20, 2011, 2011 we had approximately 605 holders of record of our common stock, one of which is Cede & Co., a nominee for Depository Trust Company, or DTC. All of the shares of our common stock held by brokerage firms, banks and other financial institutions as nominees for beneficial owners are deposited into participant accounts at DTC, and are therefore considered to be held of record by Cede & Co. as one stockholder.
 
The following table sets forth the quarterly high and low closing sales prices of our common stock during fiscal years 2011 and 2010:
 
   
Closing Sales Prices
 
   
High
   
Low
 
 Fiscal year 2011:
           
 Quarter ended June 30, 2010
 
$
1.36
   
$
0.65
 
 Quarter ended September 30, 2010
   
1.15
     
0.66
 
 Quarter ended December 31, 2010
   
1.70
     
1.06
 
 Quarter ended March 31, 2011
   
1.77
     
1.41
 
                 
 Fiscal year 2010:
               
 Quarter ended June 30, 2009
 
$
2.30
   
$
1.78
 
 Quarter ended September 30, 2009
   
1.95
     
1.36
 
 Quarter ended December 31, 2009
   
1.78
     
0.84
 
 Quarter ended March 31, 2010
   
1.09
     
0.75
 
 
The following table includes, as of March 31, 2011, information regarding common stock authorized for issuance under our equity compensation plans:
 
 Plan Category
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
 
Weighted-average exercise price of outstanding options, warrants and rights
 
Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans
approved by security holders
 
4,783,313
 
$
1.83
 
1,595,200
Equity compensation plans not
approved by security holders(1)
 
1,500,000
 
1.61
 
 Total
 
6,283,313
 
$
1.78
 
1,595,200
 
(1)
Options to purchase 1,500,000 shares were granted to Robert L. Kanode in March 2007 pursuant to his employment agreement. The exercise price of his shares is $1.61 per share and as of the date of this report are fully vested.
 
Recent Sales of Unregistered Securities
 
None, except as has been previously disclosed in our quarterly reports on Form 10-Q and current reports on Form 8-K filed with the Securities and Exchange Commission.
 
Dividends
 
We have never declared or paid any cash dividends on our common stock. We intend to retain earnings, if any, to finance future operations and expansion and, therefore, do not anticipate paying any cash dividends in the foreseeable future. Any future payment of dividends will depend upon our financial condition, capital requirements and earnings, as well as upon other factors that the Board of Directors may deem relevant.

 
-28-

 
 
Performance Graph
 
The graph below compares the cumulative 5-year total return of holders of Valence Technology, Inc.’s common stock with the cumulative total returns of the NASDAQ Composite index and the NASDAQ Electronic Components index. The graph tracks the performance of a $100 investment in our common stock and in each of the indexes (with the reinvestment of all dividends) from March 31, 2006 to March 31, 2011.
 
 
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Valence Technology, Inc., The NASDAQ Composite Index
And The NASDAQ Electronic Components Index
 
 
 
     
3/06
     
3/07
     
3/08
     
3/09
     
3/10
     
3/11
 
                                                 
Valence Technology, Inc.
   
100.00
     
47.39
     
177.11
     
85.54
     
34.14
     
62.65
 
NASDAQ Composite
   
100.00
     
106.44
     
101.14
     
67.88
     
107.06
     
125.30
 
NASDAQ Electronic Components
   
100.00
     
90.78
     
89.71
     
59.15
     
94.48
     
106.53
 
 
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
 
 
-29-

 
 
ITEM 6. SELECTED FINANCIAL DATA
 
This section presents selected historical financial data of Valence Technology, Inc. The information should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto contained elsewhere in this Report. Our financial data as of and for the periods indicated is derived from our audited financial statements for such periods.  The following is not necessarily indicative of future results:
 
   
Fiscal Year ended March 31,
 
(in thousands except per share data)
 
2011
   
2010
   
2009
   
2008
   
2007
 
Statement of Operations Data
                             
Revenues
   
45,882
     
16,080
     
26,157
     
20,777
     
16,674
 
Cost of sales
   
36,446
     
14,093
     
25,682
     
18,956
     
16,366
 
Gross margin
   
9,436
     
1,987
     
475
     
1,821
     
308
 
Operating Expenses:
                                       
Research and product development
   
3,622
     
4,464
     
4,333
     
3,772
     
3,982
 
Selling, general and administrative
   
14,313
     
15,032
     
11,994
     
12,230
     
12,406
 
Loss / (gain) on disposal of assets
   
     
     
137
     
16
     
62
 
Asset impairment charge
   
502
     
301
     
731
     
154
     
52
 
Other
   
     
     
     
     
24
 
Total operating expenses
   
18,437
     
19,797
     
17,195
     
16,172
     
16,526
 
Operating loss
   
(9,001
)
   
(17,810
)
   
(16,720
)
   
(14,351
)
   
(16,218
)
Foreign exchange gain
   
839
     
44
     
605
     
1,258
     
260
 
Interest (expense)/income, net
   
(4,524
)
   
(4,950
)
   
(5,111
)
   
(6,347
)
   
(6,293
)
Casualty loss
   
     
(300
   
     
     
 
Net Loss
   
(12,685
)
   
(23,016
)
   
(21,226
)
   
(19,440
)
   
(22,251
)
Dividends on preferred stock
   
172
     
172
     
172
     
173
     
172
 
                                         
Net loss attributable to common stockholders
 
$
(12,857
)
 
$
(23,188
)
 
$
(21,398
)
 
$
(19,613
)
 
$
(22,423
)
                                         
Net loss per share-basic and diluted
 
$
(0.09
)
 
$
(0.18
)
 
$
(0.18
)
 
$
(0.18
)
 
$
(0.22
)
                                         
Weighted average shares outstanding-basic and diluted
   
141,655
     
126,211
     
119,370
     
111,593
     
99,714
 
                                         
Balance Sheet Data:
                                       
Cash and cash equivalents
   
2,915
     
3,172
     
4,009
     
2,616
     
1,168
 
Working (deficit) capital
   
5,783
     
(13,076
   
13,889
     
11,200
     
7,382
 
Total assets
   
36,017
     
18,089
     
29,636
     
27,158
     
19,200
 
Long-term debt, and long-term debt to stockholder,
   net of discount
   
34,889
     
34,848
     
34,766
     
53,607
     
52,390
 
Redeemable convertible preferred stock
   
8,610
     
8,610
     
8,610
     
8,610
     
8,610
 
Accumulated deficit
   
(593,702
)
   
(580,845
)
   
(557,657
)
   
(536,260
)
   
(516,647
)
Total stockholders’ deficit
   
(63,834
)
   
(79,115
)
   
(67,185
)
   
(67,317
)
   
(67,918
)
 
 
-30-

 
 
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
General
 
We develop, manufacture and sell advanced energy storage systems utilizing our proprietary phosphate-based lithium-ion technology for diverse applications, with special emphasis on hybrid and electric fleet vehicles, portable appliances, and other industry and consumer applications. Our mission is to promote the wide adoption of high-performance, safe, environmentally friendly energy storage systems. To accomplish our mission and address the significant market opportunity we believe is available, we utilize the numerous benefits of our latest energy storage technology, worldwide intellectual property portfolio and extensive experience of our management team.

Total revenue in fiscal year 2011 was $45.9 million, an increase of 185% compared to the prior fiscal year. We believe revenue will grow in fiscal year 2012, compared to fiscal year 2011, from existing and new customer sales due to the increasing demand in the U.S. and EMEA (Europe, Middle East and Africa) markets for alternative energy solution systems.

Going Concern
 
As a result of our limited cash resources and history of operating losses there is substantial doubt about our ability to continue as a going concern. We presently have no further commitments for financing by our Chairman Carl Berg and or his affiliates. Recently, we have depended on sales of our common stock under the At-Market Issuance Agreement with Wm. Smith & Co., and to a lesser extent sales of our common stock under the Common Stock Purchase Agreement with Seaside 88, L.P. Our agreement with Seaside 88 expired in October 2010. If we are unable to obtain financing from Mr. Berg, Wm. Smith & Co, or others on terms acceptable to us, or at all, we may be forced to cease all operations and liquidate our assets. Our cash requirements may vary materially from those now planned because of changes in our operations, including the failure to achieve expected revenues, greater than expected expenses, changes in OEM relationships, market conditions, the failure to timely realize our product development goals, and other adverse developments. These events could have a negative effect on our available liquidity sources during fiscal year 2012.
 
2011 Highlights
 
Key financial and product introductions and milestones based on our Lithium Iron Magnesium Phosphate technology during fiscal year 2011 include:
 
·  
We set a revenue record of $45.9 million in fiscal year 2011, which is a 185% improvement over fiscal year 2010
·  
We introduced the 36 volt scalable U-Charge® system
·  
We introduced a custom energy storage system for the next generation London double deck hybrid bus
·  
We prevailed in a lawsuit regarding the patent infringement of the carbothermal reduction process used in our cathode material manufacturing
·  
We were awarded 4 new patents in the U.S. and 13 worldwide patents during the 2011 fiscal year
  
Continuing Development of Valence Lithium Phosphate Technology & Systems
 
·  
In 2002, we successfully produced our first generation Lithium Iron Magnesium Phosphate Material
·  
In 2004, we introduced our Lithium Iron Magnesium Phosphate Material in a cylindrical construction, and we launched our Segway Custom Pack product.
·  
In 2005, we increased the capacity of our energy cell which was included in our 12 Volt U-Charge® Scalable Modules
·  
In 2007, we launched our 18 Volt U-Charge® Scalable Modules
·  
In 2010, we launched our 36 Volt U-Charge® Scalable Modules
·  
In 2012, we plan to launch several Next Generation High Power Custom Systems
 
Our research and development efforts are focused on the design of new products utilizing our lithium iron magnesium phosphate chemistry, the continuous improvement of the manufacturing process of our second and third generation lithium phosphate technology, the development of different cell constructions to optimize power and size for new applications, as well as developing future materials based on our lithium ion phosphate technology platform.
 
Our business headquarters is in Austin, Texas. Our materials research and development center is in Las Vegas, Nevada. Our European sales and OEM manufacturing support center is in Mallusk, Northern Ireland. Our manufacturing and product development center is in Suzhou, China.
 
 
-31-

 
 
Result of Operations
 
Fiscal Years Ended March 31, 2011 (Fiscal Year 2011), March 31, 2010 (Fiscal Year 2010) and March 31, 2009 (Fiscal Year 2009)
 
The following table summarizes the results of our operations for the past three fiscal years (in thousands except for share data):
 
   
Fiscal Year Ended
         
Change
Increase/(Decrease)
         
Change
Increase/(Decrease)
       
   
3/31/2011
   
$
   
%
   
3/31/2010
   
$
   
%
   
3/31/2009
 
                                           
Revenue
 
 $
45,882
     
29,802
     
185
%
 
 $
16,080
     
(10,077
   
(39
)%
 
 $
26,157
 
Cost of products sold
   
36,446
     
22,353
     
159
%
   
14,093
     
(11,589
)
   
(45
)%
   
25,682
 
      Gross margin
   
9,436
     
7,449
     
375
%
   
1,987
     
1,512
     
318
%
   
475
 
Operating and other expenses
   
17,935
     
(1,561
)
   
(8
)%
   
19,496
     
3,169
     
19
%
   
16,327
 
Loss on disposal of assets
   
     
     
     
     
(137
   
(100
)%
   
137
 
Impairments, restructuring,
   contract settlement charges
   
502
     
201
     
67
%
   
301
     
(430
   
(430
)%
   
731
 
Total operating expenses
   
18,437
     
(1,360
)
   
(7
)%
   
19,797
     
2,602
     
15
%
   
17,195
 
Operating loss
   
(9,001
)
   
8,809
     
(50
)%
   
(17,810
)
   
(1,090
   
7
%
   
(16,720
)
Other expense, net
   
(3,684
)
   
1,522
     
(30
)%
   
(5,206
)
   
(700
   
16
%
   
(4,506
)
Net loss
   
(12,685
)
   
10,331
     
(45
)%
   
(23,016
)
   
(1,790
   
8
%
   
(21,226
)
Dividends and accretion on preferred stock
   
172
     
     
     
172
     
     
%
   
172
 
Net loss available to common stockholders
 
$
(12,857
)
 
$
(10,331
)
   
(45
)%
 
$
(23,188
)
 
$
(1,790
)
   
8
%
 
$
(21,398
)
Net loss per share available to common stockholders, basic and diluted
 
$
(0.09
)
  $
0.09
     
(51
)%
 
$
(0.18
)
 
$
     
%
 
$
(0.18
)
Shares used in computing net loss per share available to common stockholders, basic
    and diluted
   
141,655
     
15,444
     
12
%
   
126,211
     
6,841
     
6
%
   
119,370
 
 
Revenue and Gross Margin
 
Revenue. Revenue totaled $45.9 million for the fiscal year ended March 31, 2011, a $29.8 million, or a 185% increase, compared to $16.1 million in revenue for the fiscal year ended March 31, 2010. Revenue for fiscal year 2010 was $16.1 million, which was a decrease of $10.1 million, or a 39% decrease, compared to $26.2 million in revenue for the fiscal year ended March 31, 2009. The increase in revenue during fiscal year 2011, compared to fiscal year 2010, is primarily the result of increased sales to Smith Electric Vehicles, and Segway Inc (“Segway”). Smith Electric Vehicles and Segway sales in fiscal year 2011 were $19.1 million and $11.2 million, respectively, as compared to $2.0 million and $4.1 million, respectively, in fiscal year 2010. The decrease in revenue during fiscal year 2010, compared to fiscal year 2009, was primarily the result of decreased sales to Segway and Smith Electric Vehicles . Revenue for Segway and Smith Electric Vehciles were $4.0 million and $2.0 million, respectively, in fiscal year 2010, compared to $12.0 million and $4.2 million, respectively, in fiscal year 2009.

Smith Electric Vehicles sales accounted for 42%, 12%, and 16% of our total revenue in fiscal years 2011, 2010, and 2009, respectively. Segway sales accounted for 24%, 25%, and 46% of our total product sales in fiscal years 2011, 2010, and 2009, respectively. Large-format battery system sales represented 74% , 65%, and 45%, of our total revenue for fiscal years 2011, 2010, and 2009, respectively.  We expect sales of our large-format battery system to increase during fiscal year 2012, due to the growing demand of alternative energy storage systems and the fulfillment of current sales agreements. We believe the increase in demand in alternative energy solutions is being driven largely by the sustained high cost of fossil fuels and a market focus on environmentally friendly energy solutions.  We expect sales of our large-format battery systems and custom packs to increase during the upcoming fiscal year due to anticipated continued strong demand for our products from a variety of customers. We did not experience any material effect of inflation on our revenues in the three most recent fiscal years.
 
Gross Margin: Gross margin for the fiscal year ended March 31, 2011 was $9.4 million, compared to $2.0 million for fiscal year 2010, and $0.5 million for fiscal year 2009. Gross margin as a percentage of revenue was 21% for the fiscal year ended March 31, 2011, compared to 12% for the fiscal year ended March 31, 2010, and 2% for the fiscal year ended March 31, 2009. During fiscal year 2011, gross margin in dollars and as a percentage of revenue increased mainly due to improved manufacturing efficiencies and to the increased absorption of fixed overhead associated with our production facility in China and reduced raw material costs. During fiscal year 2010, gross margin in dollars and as a percentage of revenue increased mainly due to improved manufacturing efficiencies despite the decrease in overall demand, and the absence of significant material obsolescence charges for discontinued product lines, such as Epoch and N-Charge® , which occurred in fiscal year 2009. We expect cost of sales, as a percentage of sales, to remain relatively consistent in fiscal year 2012. We did not experience any material effect of inflation on our gross margin or operating expense in the three most recent fiscal years.
 
 
-32-

 
 
Operating Expenses
 
The following table summarizes our operating expenses during each of the past three fiscal years (in thousands):
 
   
Fiscal Year Ended
 
         
Change
Increase/(Decrease)
         
Change
Increase/(Decrease)
       
   
3/31/2011
   
$
   
%
   
3/31/2010
   
$
   
%
   
3/31/2009
 
Operating expenses
                                             
Research and product development
 
$
3,622
     
(842
)
   
(19
)%
 
$
4,464
   
$
131
     
3
%
 
$
4,333
 
Sales and marketing
   
2,665
     
51
     
2
%
   
2,614
     
(308
   
(11
)%
   
2,922
 
General and administrative
   
11,648
     
(769
)
   
(6
)%
   
12,418
     
3,346
     
(37
)%
   
9,072
 
Loss /(gain) on disposal of assets
   
     
     
     
     
(137
   
(100
)%
   
137
 
Asset impairment charge
   
502
     
201
     
67
%
   
301
     
(430
)
   
(59
)%
   
731
 
Total operating expenses
 
$
18,437
     
(1,360
)
   
(7
)%
 
$
19,797
     
2,602
     
15
%
 
$
17,195
 
Total operating expenses as a percent total revenue
   
40
%
                   
123
%
                   
66
%
 
Operating expenses as a percentage of revenue decreased to 40% in fiscal year 2011, versus 123% in fiscal year 2010, and 66% in fiscal year 2009. The dollar decrease in operating expenses in fiscal year 2011 is mainly due to reductions in research and development expense and general and administrative expenses, and the decrease in operating expenses as a percentage of revenue is due to higher recorded revenue in fiscal year 2011, compared to fiscal year 2010. Similarly, the increase in operating expenses as a percentage of revenue in fiscal year 2010, compared to fiscal year 2009, is due to the reduced revenue recorded in fiscal year 2010, compared to fiscal year 2009.
 
Research and Product Development: Research and product development expenses consist primarily of personnel, equipment, and materials to support our efforts to develop battery chemistry and products, as well as to improve our manufacturing processes. Research and product development expenses totaled $3.6 million in fiscal year 2011, $4.5 million in fiscal year 2010, and $4.3 million in fiscal year 2009. During fiscal year 2011, research and development decreased by $0.9 million, or 19%, compared to fiscal year 2010. The decrease in research and development expenses in fiscal year 2011, compared to fiscal year 2010, was primarily due to decreased wage and salary expenses, and reduced share-based compensation expenses in fiscal year 2011. During fiscal year 2010, research and development remained relatively flat compared to fiscal year 2009. During fiscal year 2011, $0.1 million of share based compensation was allocated to research and development expenses, compared to $0.6 million in fiscal year 2010, and $0.1 million in fiscal year 2009.  We expect research and development expenses to remain relatively steady as we create and develop new products during fiscal year 2012.
 
Sales and Marketing: Sales and marketing expenses consist primarily of costs related to sales and marketing personnel, public relations and promotional materials. Sales and marketing expenses totaled $2.7 million in fiscal year 2011, $2.6 million in fiscal year 2010, and $2.9 million in fiscal year 2009.  During fiscal year 2011, 2010, and 2009 sales and marketing expenses remained relatively flat. During fiscal year 2011, $0.1 million of share based compensation was allocated to marketing expenses, compared to $0.2 million in fiscal year 2010, and $0.3 million in fiscal year 2009.  We expect sales and marketing expenses could increase moderately as we focus on growing our revenue during fiscal year 2012.
 
General and Administrative: General and administrative expenses consist primarily of wage and salary expenses, share based compensation  expense, and other related costs for finance, human resources, facilities, information technology, legal, audit, insurance and corporate-related expenses. General and administrative expenses totaled $11.7 million during fiscal year 2011,  $12.4 million during fiscal year 2010, and $9.1 million in fiscal year 2009.  General and administrative expenses decreased during fiscal year 2011, compared to fiscal year 2010, primarily as a result of reduced share-based compensation expense in fiscal year 2011, and a reduction in compensation related expenses as the result of the release of a liability for accrued foreign employment taxes related to our Ireland operations. General and administrative expenses increased $3.4 million in fiscal year 2010, or 37%, compared to fiscal year 2009 primarily due to a $1.9 million increase in legal costs associated with the defense of our intellectual property, and a $1.0 million increase in share based compensation expenses from the granting of stock option awards to directors and executives in fiscal year 2010. In addition, wages and salaries increased $0.4 million in fiscal year 2010, compared to fiscal year 2009, as a result of the addition of several finance and executive level personnel in fiscal year 2010. Share based compensation expense was $0.6 million in fiscal year 2011, compared to $1.4 million in fiscal year 2010, and $1.3 million in fiscal year 2009. We expect general and administrative expenses to increase in line with our associated needs as we grow. We also expect litigation expenses to increase as the litigation matters continue and advance to trial.
 
 
-33-

 
Impairment Charge: Impairment charges of approximately $0.5 million, $0.3 million, and $0.7 million were recorded during fiscal years 2011, 2010 and 2009, respectively. The fiscal year 2011 and 2009 impairment charges related to fixed assets that were purchased for the expansion of our production facilities in China. These production assets were deemed to be impaired since the additional capacity provided by the acquisition of these assets was determined not to be necessary to meet expected demand until later than initially expected. The fiscal year 2010 impairment charge was the result of our annual fixed asset inventory count and audit for idle or damaged assets in our China production facility.
 
Loss on Sale of Assets: Loss on sales of assets amounted to approximately $0.1 million in fiscal year 2009 and resulted primarily from consolidating our China operations into two plants in Suzhou, China, and the resulting sale of related equipment that was not required in our manufacturing and development operations in Suzhou, China.
 
Interest Expense and Other Expense
 
Interest Expense: Interest expense relates to our long-term debt with a stockholder and a third party creditor. Interest expense was $4.6 million, $5.0 million, and $5.2 million for the fiscal years 2011, 2010, and 2009, respectively. Interest expense fluctuations are a result of changes in the underlying interest rate on one of the loans, which is indexed to the LIBOR rate.
 
Casualty Loss
 
Property and Casualty Loss . In the second quarter of fiscal year 2010, we experienced a fire at an offsite warehouse in Suzhou, China, which contained certain fixed assets and inventory. Based upon our initial estimates of the casualty loss and expected insurance recoveries from this incident we recorded a casualty loss of $0.6 million in the quarter ended September 30, 2009, a receivable for the expected insurance recoveries of $3.5 million, a reduction of inventory and fixed assets of approximately $3.0 million, and related accrued liabilities for VAT taxes and expected clean up costs of approximately $1.0 million. We settled a claim with our insurance carrier during the fourth quarter of fiscal year 2010 for $3.2 million related to this fire, and recorded a $0.3 million reduction of the casualty loss previously recorded.  

Liquidity and Capital Resources
 
At March 31, 2011, our principal source of liquidity was cash and cash equivalents of $2.9 million. We do not expect our cash and cash equivalents will be sufficient to fund our operating and capital needs for the next twelve months following March 31, 2011, nor do we anticipate that product sales during fiscal year 2012 will be sufficient to cover our operating expenses. Historically, we have relied upon management’s ability to periodically arrange for additional equity or debt financing to meet our liquidity requirements. Unless our product sales are greater than management currently forecasts or there are other changes to our business plan, we will need to arrange for additional financing to fund operating and capital needs. This financing could take the form of debt or equity. Given our historical operating results and the amount of our existing debt, as well as the other factors, we may not be able to arrange for debt or equity financing on favorable terms or at all.
 
Our cash requirements may vary materially from those now planned because of changes in our operations, including our failure to achieve expected revenues, changes in OEM relationships, market conditions, the failure to timely realize our product development goals, our stock price, and other adverse developments. These events could have a negative effect on our available liquidity sources during the next twelve months. 

The following table summarizes our statement of cash flows for the fiscal years ended March 31, 2011, 2010, and 2009 (in thousands):

   
Fiscal Year Ended March 31,
 
   
2011
   
2010
 
Net cash flows provided by (used in)
               
Operating activities
 
$
(17,968
 
$
(9,618
Investing activities
   
(473
)
   
(231
)
Financing activities
   
18,134
     
9,013
 
Effect of foreign exchange rates
   
50
     
(1
Net decrease in cash and cash equivalents
 
$
(257
 
$
(837

 
-34-

 
Cash used by operating activities during fiscal years 2011 and 2010 was $18.0 million, and $9.6 million, respectively. The cash used for operating activities during both fiscal years was primarily for operating losses and working capital requirements. Cash used by operations increased during fiscal year 2011 due to a $11.1 million increase in cash used in our accounts receivable and a $8.6 million increase in cash used in our inventory. The increased use of cash for our accounts receivable and inventory in fiscal year 2011, as compared to fiscal year 2010, was due to our increased sales and inventory production necessary to support the increased demand of our customers. Cash used for operating activities in fiscal year 2011 was higher than in fiscal year 2010 primarily due to increased sales activity in the current period, which required additional capital to support increased inventory levels and production salaries.   
 
Cash used by investing activities during fiscal years 2011 and 2010 was $0.5 million and $0.2 million, respectively. The cash used by investing activities in both years was primarily for the acquisition of capital equipment for our China facilities.
 
We obtained net cash from financing activities of $18.1 million and $9.0 million during fiscal years 2011 and 2010, respectively. Net cash provided by financing activities in fiscal year 2011 consisted of $2.9 million of common stock sold under the Common Stock Purchase Agreement with Seaside, $12.0 million in sales of our common stock to Carl Berg, which consisted of cash payments and the settlements of certain promissory notes, as discussed in more detail below in Note 18 to Notes to the Consolidated Financial Statements, and $12.1 million of common stock sold under our At Market Issuance Sales Agreement with Wm. Smith & Co. In addition, we made payments on our short term debt to a third party financing company totaling $9.0 million in fiscal year 2011. Net cash provided by financing activities in fiscal year 2010 includes $4.3 million of common stock sold under the Common Stock Purchase Agreement with Seaside, $3.5 million in sales of our common stock to Carl Berg, $1.2 million of common stock sold under our At Market Issuance Sales Agreement with Wm. Smith & Co, and $0.1 million received from the exercise of stock options by employees. 
 
We filed a Form S-3 Registration Statement with the SEC utilizing a “shelf” registration process, and such registration statement was declared effective on January 21, 2011 (the “New Registration Statement”). Under this registration statement, we may sell debt or equity securities described in the accompanying prospectus in one or more offerings up to a total public offering price of $50.0 million. The New Registration Statement replaced our Form S-3 Registration Statement, which was declared effective on January 22, 2008 that expired on January 22, 2011 (the “Expired Registration Statement”). We believe that the New Registration Statement provides us additional flexibility with regard to potential financings that we may undertake when market conditions permit or that our financial condition may require. The shares sold to Seaside 88 and the shares sold under the Wm. Smith Agreement before the New Registration Statement became effective were registered under the Expired Registration Statement, and the shares which may be sold under the Wm. Smith Agreement on or after the New Registration Statement became effective are registered under the New Registration Statement.
 
On October 14, 2009, we entered into a Common Stock Purchase Agreement with Seaside 88 LP, which provides that, upon the terms and subject to the conditions set forth therein, we are required to issue and sell, and Seaside to purchase, up to 650,000 shares of our common stock once every two weeks, subject to the satisfaction of customary closing conditions, beginning on October 15, 2009 and ending on or about the date that is 52 weeks subsequent to the initial closing, for an aggregate sale to Seaside of up to 16,900,000 shares of common stock. This agreement terminated on October 15, 2010, and we had sold  7.2 million shares to Seaside pursuant to this arrangement for aggregate gross proceeds of $7.6 million before offering expenses and finder’s fee.
 
On February 22, 2008, we entered into an At Market Issuance Sales Agreement with Wm. Smith & Co., as sales agent (the “Sales Agent”).  Concurrent with entering into this At Market Issuance Sales Agreement, we provided notice of termination of the Controlled Equity Offering Sales Agreement dated April 13, 2006 that we previously entered into with Cantor Fitzgerald & Co.
 
On December 30, 2010, we entered into an Amendment No. 2 to the At Market Issuance Sales Agreement ( “Amendment No. 2”), with the Sales Agent, which provides, among other things, that the number of shares of our common stock which may be issued and sold through the Sales Agent increased from 10,000,000 shares to 20,000,000 shares.  
 
 
On January 22, 2011, we entered into an Amendment No. 3 to At Market Issuance Sales Agreement (“Amendment No. 3”) with the Sales Agent. Amendment No. 3 provided, among other things, that the shares of our common stock that remain available to be sold under the At Market Issuance Sales Agreement as of the amendment date will be registered under the New Registration Statement.

Through March 31, 2011, we had sold 13.5 million shares with gross proceeds of $29.1 million under the amended At Market Issuance Sales Agreement.  As of the date of this Report, we have made no further decisions as to whether or when we may seek to make additional sales under the At Market Issuance Sales Agreement.
 
At March 31, 2011, the redemption obligation for our Series C-1 Convertible Preferred Stock and Series C-2 Convertible Preferred Stock, all of which is currently held by Berg & Berg, is $8.6 million, plus accrued dividends, which as of March 31, 2011 totaled approximately $0.9 million.  The preferred shares are currently subject to redemption or conversion at the holder’s discretion.  We do not have sufficient resources to effect this redemption; however, Berg & Berg has agreed that our failure to redeem the Series C-1 Convertible Preferred Stock and the Series C-2 Convertible Preferred Stock does not constitute a default under the certificate of designations for either the Series C-1 Convertible Preferred Stock or the Series C-2 Convertible Preferred Stock and has waived the accrual of any default interest applicable.  Berg & Berg also has agreed to defer the payment of dividends on the Series C-1 Convertible Preferred Stock and Series C-2 Convertible Preferred Stock.  According to our agreement with Berg & Berg, dividends will continue to accrue (without interest) on the Series C-1 Convertible Preferred Stock and the Series C-2 Convertible Preferred Stock according to the terms of the applicable certificates of designation; and such dividends are not payable until such time as the parties mutually agree, or upon redemption or conversion in accordance with the terms of the applicable certificates of designation.  We have no present intention to pay dividends on this preferred stock, including the accrued dividends.  The Series C-1 Convertible Preferred Stock may be converted, at any time, into shares of our common stock at the lower of $4.00 or the closing price of our common stock on the conversion date, provided the conversion price can be no lower than $1.98, the closing price of the common stock on December 13, 2005.  The Series C-2 Convertible Preferred Stock may be converted, at any time, into shares of our common stock at the lower of $4.00 or the closing price of our common stock on the conversion date, provided the conversion price can be no lower than $2.96, the closing bid price of our common stock on July 13, 2005.
 
 
-35-

 
 
As a result of our limited cash resources and history of operating losses, our auditors have expressed in their report on our consolidated financial statements, included in our audited March 31, 2011 consolidated financial statements, that there is substantial doubt about our ability to continue as a going concern. Our cash requirements may vary materially from those now planned because of changes in our operations, including the failure to achieve expected revenues, greater than expected expenses, changes in OEM relationships, market conditions, the failure to timely realize our product development goals, and other adverse developments. These events could have a negative effect on our available liquidity sources. We intend to improve our liquidity by continued monitoring and reduction of manufacturing, facility and administrative costs. However, there can be no assurance that these efforts will be successful or that the anticipated benefits would be realized in the near term.
  
Short-Term and Long-Term Principal and Interest Repayment Obligations

At March 31, 2011, our cash obligations for short-term and long-term debt principal and interest consisted of (in thousands):
 
   
March 31,
2011
 
 2005 short-term debt
 
$
11,000
 
 Current portion of interest on short-term debt
   
33
 
 1998 long-term debt to stockholder
   
14,950
 
 2001 long-term debt to stockholder
   
20,000
 
 Long term portion of interest on debt
   
30,350
 
Total
 
$
76,333
 
 
At March 31, 2011, our repayment obligations of short-term and long-term debt principal are (in thousands):
 
 
Fiscal Year ended March 31,
 
 
2012
 
2013
 
2014
 
2015
 
2016
 
Thereafter
 
Total
 
Principal repayments
 
$
11,000
   
$
34,950
   
$
   
$
   
$
   
$
   
$
45,950
 
 
We have and will continue to have a significant amount of indebtedness and other obligations. As of March 31, 2011, we had approximately $76.3 million of total consolidated indebtedness, including accrued interest. Included in this amount are $35.0 million of loans outstanding, to an affiliate of Carl Berg, $30.4 million of accumulated interest associated with those loans and $11.0 million of principal and interest outstanding with a third party finance company. We began making monthly principal payments on the loan to the third party in fiscal year 2011, and the final payment is payable in February 2012.

The terms of the certificates of designation for the Series C-1 Convertible Preferred Stock and the Series C-2 Convertible Preferred Stock initially provided that the deadline for redemption was December 15, 2005.  Pursuant to assignment agreements entered into between the Company and Berg & Berg, Berg & Berg waived the requirement that the Series C-1 Convertible Preferred Stock and Series C-2 Convertible Preferred Stock be redeemed on this date.  There currently are no redemption deadlines.  As set forth above, although dividends are not due, they are continuing to accrue, which was approximately $0.9 million  as of March 31, 2011.
 
If cash flow from operations is not adequate to meet debt obligations, additional debt or equity financing will be required. There can be no assurance that we could obtain the additional financing.

 
-36-

 
 
Contractual Obligations
 
At March 31, 2011, our contractual obligations and payments due by period are as follows (in thousands):
 
   
Payments Due by Period
 
   
Total
   
Less than
1 year
   
1-3
Years
   
3-5
Years
   
More than 
5 Years
 
Contractual obligations:
                                       
Short-term debt, net of discount
 
$
10,686
   
$
10,686
   
$
   
$
   
$
 
Long-term debt to stockholder, net of discount
   
34,889
     
     
34,889
     
     
 
Long-term interest payable to stockholder
   
30,350
             
30,350
     
     
 
Operating lease obligations
   
1,540
     
696
     
841
     
3
     
 
Purchase obligations
   
23,177
     
23,177
     
     
     
 
Total
 
$
100,642
   
$
34,559
   
$
66,080
   
$
3
   
$
 
 
Lease Commitments
 
We have no capital leases. 
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements.
 
Basis of Presentation, Critical Accounting Policies and Estimates
 
We prepare our consolidated financial statements in conformity with generally accepted accounting principles in the United States (“U.S”). The preparation of our financial statements requires us to make estimates and assumptions that affect reported amounts. We believe our most critical accounting policies and estimates relate to revenue recognition, impairment of long-lived assets, inventory reserves, inventory overhead absorption, warranty liabilities, and share-based compensation expense. Our accounting policies are described in the Notes to Condensed Consolidated Financial Statements, Note 3, Summary of Significant Accounting Policies. The following further describes the methods and assumptions we use in our critical accounting policies and estimates.
 
Revenue Recognition
 
We generate revenues from sales of products including batteries and battery systems, and from licensing fees and royalties under technology license agreements. Product sales are recognized when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, seller’s price to the buyer is fixed and determinable, and collection is reasonably assured. For shipments where the transfer of title and risk of loss does not occur until the customer has accepted the product, we rely upon third party shipper notifications and notices of acceptance from the customer to recognize revenue. For all shipments, we estimate a return rate percentage based upon historical experience. From time to time we provide sales incentives in the form of rebates or other price adjustments; these are generally recorded as reductions to revenue on the latter of the date the related revenue is recognized or at the time the rebate or sales incentive is offered. Licensing fees are recognized as revenue upon completion of an executed agreement and delivery of licensed information, if there are no significant remaining vendor obligations and collection of the related receivable is reasonably assured. Royalty revenues are recognized upon licensee revenue reporting and when collection is reasonably assured.
 
Impairment of Long-Lived Assets
 
We perform a review of long-lived tangible and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows that the assets are expected to generate. If long-lived assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value and is recorded in the period the determination was made.

Inventory

Inventory is stated at the lower of cost (determined using the first-in, first-out method) or market. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence or impaired balances.

 
-37-

 
 
Warranty

We record warranty liabilities at the time of sale for the estimated costs that may be incurred under our basic limited warranty. The warranty terms and conditions generally provide for replacement of defective products. Factors that affect the warranty liability calculations  include the number of units currently under warranty, historical and anticipated rates of warranty claims on those units, and cost per claim to satisfy the warranty obligation. Each quarter, we re-evaluate the estimate to assess the adequacy of our recorded warranty liabilities and adjusts the amounts as necessary.

Share Based Compensation

We measure share-based compensation expense for all share-based awards granted based on the estimated fair value of those awards at grant-date. The fair values of stock option awards are estimated using a Black- Scholes valuation model. The compensation costs are recognized net of any estimated forfeitures on a straight-line basis over the employee requisite service period. Forfeiture rates are estimated at grant date based on historical experience and adjusted in subsequent periods for any differences in actual forfeitures from those estimates.

 Recent Accounting Pronouncements

 On June 12, 2009, the FASB issued ASC No. 810, Consolidation, Amendments to FASB Interpretation No. 46(R) , which significantly changes the consolidation model for variable interest entities. ASC No. 810 requires companies to qualitatively assess the determination of the primary beneficiary of a variable interest entity (“VIE”) based on whether the entity (1) has the power to direct matters that most significantly affect the activities of the VIE, and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The standard shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. We adopted ASC No. 810 on April 1, 2010, and its adoption did not have a material effect on our consolidated financial statements.  

We have implemented all new accounting pronouncements that are in effect and that may impact our consolidated financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial position or results of operations.
 
Risk Factors
 
See Item 1A of this Report.
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Foreign Currency Exchange Risk .  As a result of our foreign operations, we have significant expenses, assets and liabilities that are denominated in foreign currencies. A significant number of our employees are located in Asia. Therefore, a substantial portion of our payroll as well as certain other operating expenses are paid in the China RMB. Additionally, we purchase materials and components from suppliers in Asia. While we pay many of these suppliers in U.S. dollars, their costs are typically based upon the local currency of the country in which they operate. The majority of our revenues are received in U.S. dollars.
 
As a consequence, our gross profit, operating results, profitability and cash flows are adversely affected when the dollar depreciates relative to other foreign currencies. We have a particularly significant currency rate exposure to changes in the exchange rate between the RMB and the U.S. dollar. For example, to the extent that we need to convert U.S. dollars for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the amount we receive from the conversion.
 
We have not used any forward contracts, currency borrowings or derivative financial instruments for purposes of reducing our exposure to adverse fluctuations in foreign currency exchange rates.

Interest Rate Sensitivity .  Our exposure to interest rate risk primarily relates to a $20.0 million loan agreement we entered into on July 13, 2005, with iStar with an adjustable interest rate equal to the greater of 6.75% or the sum of the LIBOR rate plus 4.0% (LIBOR was less than 1% at March 31, 2011).

We are exposed to financial market risks, including changes in foreign currency exchange rates and interest rates.

 
-38-

 
 
The following table presents the principal cash flows by year of maturity for our total debt obligations held at March 31, 2011 (in thousands):
 
   
Expected Maturity Date by Fiscal Year
 
   
2012
   
2013
   
2014
   
2015
   
2016
   
Thereafter
   
Total
 
Fixed rate debt
  $     $ 20,000     $     $     $     $     $ 20,000  
Variable rate debt
  $ 11,000     $ 14,950     $     $     $     $     $ 25,950  
 
Based on borrowing rates currently available to use for loans with similar terms, the carrying value of our debt obligations approximates fair value.   
 
 
 
-39-

 
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
VALENCE TECHNOLOGY, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
Page
Report of Independent Registered Public Accounting Firm
F-1
Consolidated Balance Sheets as of March 31, 2011 and 2010
F-2
Consolidated Statements of Operations and Comprehensive Loss for the years ended March 31, 2011, 2010, and 2009
F-3
Consolidated Statements of Stockholders’ Deficit for the years ended March 31, 2011, 2010, and 2009
F-4
Consolidated Statements of Cash Flows for the years ended March 31, 2011, 2010, and 2009
F-5
Notes to Consolidated Financial Statements
F-6
 
 
 
 

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Board of Directors and Shareholders of Valence Technology, Inc.:
 
We have audited the accompanying consolidated balance sheets of Valence Technology, Inc., and subsidiaries (collectively the, “Company”) as of March 31, 2011 and 2010, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for each of the three fiscal years in the period ended March 31, 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes 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 opinions.
 
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2011 and 2010, and the results of its operations and comprehensive loss and its cash flows for each of the three fiscal years in the period ended March 31, 2011, in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s recurring losses from operations, negative cash flows from operations and net stockholders’ capital deficiency raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of March 31, 2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated May 25, 2011 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
 

 
PMB HELIN DONOVAN, LLP
 
Austin, Texas
 
May 25, 2011

 
 
F-1

 
 
VALENCE TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS EXCEPT FOR SHARE AMOUNTS)
 
   
March 31,
 
   
2011
   
2010
 
Assets
           
Current assets:
           
Cash and cash equivalents
 
$
2,915
   
$
3,172
 
Trade receivables, net of allowance of $361 and $43, respectively
   
13,615
     
2,832
 
Inventory, net
   
12,491
     
5,597
 
Prepaid and other current assets
   
2,661
     
1,557
 
Total current assets
   
31,682
     
13,158
 
                 
Property, plant and equipment, net
   
4,192
     
4,931
 
Other long-term assets
   
143
     
 
Total assets
 
$
36,017
   
$
18,089
 
                 
Liabilities, Preferred Stock and Stockholders’ Deficit
               
Current liabilities:
               
Accounts payable
 
$
9,150
   
$
1,815
 
Accrued expenses
   
6,063
     
4,566
 
Short-term debt, net of debt discount
   
10,686
     
19,853
 
Total current liabilities
   
25,899
     
26,234
 
                 
Long-term interest payable to stockholder
   
30,350
     
27,383
 
Long-term debt to stockholder, net of debt discount
   
34,889
     
34,848
 
Other long-term liabilities
   
103
     
129
 
                 
Commitments and contingencies
               
                 
Preferred Stock
               
Redeemable convertible preferred stock, $0.001 par value, 10,000,000 shares authorized,
      861 issued and outstanding at March 31, 2011 and 2010, liquidation value $8,610
   
8,610
     
8,610
 
                 
Stockholders’ deficit:
               
Common stock, $0.001 par value, 200,000,000 shares authorized, 156,762,353 shares issued
      and 154,959,209 shares outstanding, respectively, as of March 31, 2011, and 131,972,224
      shares issued and 130,169,080 outstanding, respectively, as of March 31, 2010
   
157
     
132
 
Additional paid-in capital
   
537,957
     
509,909
 
Treasury shares, 1,803,144 at cost
   
(5,164
)
   
(5,164
)
Accumulated deficit
   
(593,702
)
   
(580,845
)
Accumulated other comprehensive loss
   
(3,082
)
   
(3,147
)
Total stockholders’ deficit
   
(63,834
)
   
(79,115
)
Total liabilities, preferred stock, and stockholders’ deficit
 
$
36,017
   
$
18,089
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-2

 
 
VALENCE TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(AMOUNTS IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)
 
   
Year ended March 31,
 
   
2011
   
2010
   
2009
 
Revenue
 
 $
45,882
   
$
16,080
   
$
26,157
 
Cost of sales
   
36,446
     
14,093
     
25,682
 
Gross margin
   
9,436
     
1,987
     
475
 
Operating expenses:
                       
Research and product development
   
3,622
     
4,464
     
4,333
 
Marketing
   
2,665
     
2,614
     
2,922
 
General and administrative
   
11,648
     
12,418
     
9,072
 
Loss on disposal of assets
   
     
     
137
 
Asset impairment charge
   
502
     
301
     
731
 
Total operating expenses
   
18,437
     
19,797
     
17,195
 
Operating loss
   
(9,001
)
   
(17,810
)
   
(16,720
)
Foreign exchange gain
   
839
     
44
     
605
 
Interest and other income
   
15
     
30
     
82
 
Interest and other expense
   
(4,539
)
   
(4,980
)
   
(5,193
)
Casualty loss
   
     
(300
   
 
Net loss
   
(12,685
)
   
(23,016
)
   
(21,226
)
Dividends on preferred stock
   
172
     
172
     
172
 
Net loss available to common stockholders, basic and diluted
 
$
(12,857
)
 
$
(23,188
)
 
$
(21,398
)
Other comprehensive loss:
                       
Net loss
 
$
(12,685
)
 
$
(23,016
)
 
$
(21,226
)
Change in foreign currency translation adjustments
   
66
 
   
(12
   
532
 
Comprehensive loss
 
$
(12,619
)
 
$
(23,028
)
 
$
(20,694
)
Net loss per share available to common stockholders, basic and diluted
 
$
(0.09
)
 
$
(0.18
)
 
$
(0.18
)
Shares used in computing net loss per share available to common stockholders, basic and diluted
   
141,655