10-Q 1 p8814010q.htm FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2014 p8814010q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q

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

For the quarterly period ended:  June 30, 2014

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:  000-54015

POWIN CORPORATION
(Exact name of registrant as specified in its charter)

NEVADA
87-0455378
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification Number)

20550 SW 115th Ave
Tualatin, OR 97062
(Address of principal executive offices)

T: (503) 598-6659
(Issuer’s telephone number)

(Former name, former address and former fiscal year, if changed since last report)  N/A

 
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No  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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x  No  o
      
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)  Large accelerated filer  o  Accelerated filer  o   Non-accelerated filer  o   Smaller reporting company  x
   
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o   No  x
         
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As of August 11, 2014, there were 16,237,839 shares of Common Stock, $0.001 par value, outstanding and 8,577 shares of Preferred Stock, $100 face value, outstanding.
 


 
 

 

POWIN CORPORATION
Index
PART I.         FINANCIAL INFORMATION
 
Item 1.
Financial Statements.
3
 
Condensed Consolidated Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013 (audited)
3
 
Condensed Consolidated Statements of Operations (unaudited)
4
 
Condensed Consolidated Statements of Comprehensive Loss (unaudited)
5
 
Condensed Consolidated Statements of Cash Flows (unaudited)
6
 
Notes to Condensed Consolidated Financial Statements (unaudited)
7
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15
 
Note Regarding Forward Looking Statements
15
 
Overview
 
 
Critical Accounting Policies
 
 
Results of Operations
16
 
Liquidity and Capital Resources
17
 
Off-Balance Sheet Arrangements
19
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
19
     
Item 4.
Controls and Procedures.
19
     
     
PART II.  OTHER INFORMATION
     
Item 1.
Legal Proceedings.
19
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
20
     
Item 3.
Defaults Upon Senior Securities.
20
     
Item 4.
Mine Safety Disclosures.
20
     
Item 5.
Other Information.
20
     
Item 6.
Exhibits.
20
 
 
 

 
 
PART I.       FINANCIAL INFORMATION

Item 1.  Financial Statements.
 
POWIN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
   
June 30,
   
December 31,
 
   
2014
   
2013
 
Assets
 
(unaudited)
   
(audited)
 
Current Assets
           
Cash
  $ 579,343     $ 964,039  
Accounts receivable, net
    1,765,036       1,784,358  
Notes and other receivables, net
    142,930       151,580  
Inventories, net
    1,865,744       1,831,453  
Prepaid expenses and deposits
    554,363       316,268  
Total current assets
    4,907,416       5,047,698  
                 
Property and equipment, net
    1,749,015       1,991,688  
Intangible assets, net
    68,952       87,793  
Total assets
  $ 6,725,383     $ 7,127,179  
                 
Liabilities and shareholders' deficit
               
Current Liabilities
               
Accounts payable
  $ 2,325,884     $ 1,652,238  
Accrued payroll and other accrued liabilities
    1,444,587       1,016,277  
Notes payables and current portion of long-term debt
    2,571,977       917,789  
Payable to related parties - current
    4,270,368       -  
Total current liabilities
    10,612,816       3,586,304  
Non-Current Liabilities
               
Notes payables and long-term debt – non current
    165,546       4,426,181  
Payable to related parties – non current
    102,088       -  
Total non-current liabilities
    267,634       4,426,181  
Total liabilities
    10,880,450       8,012,485  
Stockholders' deficit
               
Preferred stock, $100 face value, 25,000,000 shares
               
Authorized; 8,577 and 8,084 shares issued and outstanding, respectively
    857,700       808,400  
Common stock, $0.001 par value, 575,000,000 shares
               
Authorized; 16,237,839 and 16,232,755 shares issued and outstanding, respectively
    16,238       16,233  
Additional paid-in capital
    10,517,538       10,460,896  
Accumulated other comprehensive loss
    (21,517 )     (22,109 )
Accumulated deficit
    (15,006,000 )     (11,725,904 )
Non-controlling interest
    (519,026 )     (422,822 )
Total stockholders' deficit
    (4,155,067 )     (885,306 )
Total liabilities and shareholders' deficit
  $ 6,725,383     $ 7,127,179  

See Accompanying Notes to Condensed Consolidated Financial Statements
 
 
3

 
 
POWIN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

   
Three months ended June 30,
   
Six months ended June 30,
 
   
2014
   
2013
   
2014
   
2013
 
                         
Net sales
  $ 2,469,668     $ 4,654,780     $ 5,004,427     $ 11,497,011  
Cost of sales
    2,435,357       4,369,805       4,454,761       10,291,975  
Gross profit
    34,311       284,975       549,666       1,205,036  
                                 
Operating expenses
    1,843,187       1,575,425       3,757,911       3,161,227  
Loss from operations
    (1,808,876 )     (1,290,450 )     (3,208,245 )     (1,956,191 )
                                 
Other income (expense)
                               
Other expenses
    (88,843 )     (366,633 )     (160,659 )     (379,605 )
Loss before income taxes
    (1,897,719 )     (1,657,083 )     (3,368,904 )     (2,335,796 )
Provision for income taxes
    7,500       8,000       7,500       16,000  
Net loss
    (1,905,219 )     (1,665,083 )     (3,376,404 )     (2,351,796 )
Net loss attributable to non-controlling interest in subsidiaries
    (48,923 )     (34,222 )     (96,308 )     (51,984 )
Net loss attributable to Powin Corporation
    (1,856,296 )     (1,630,861 )     (3,280,096 )     (2,299,812 )
                                 
Loss per share:
                               
  Basic
  $ (0.12 )   $ (0.10 )   $ (0.21 )   $ (0.15 )
  Diluted
  $ (0.12 )   $ (0.10 )   $ (0.21 )   $ (0.15 )
                                 
Weighted average shares outstanding:
                               
  Basic
    16,235,255       16,217,255       16,234,012       16,217,255  
  Diluted
    16,235,255       16,217,255       16,234,012       16,217,255  

See Accompanying Notes to Condensed Consolidated Financial Statements

 
4

 

POWIN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)

   
Three months ended June 30,
   
Six months ended June 30,
 
   
2014
   
2013
   
2014
   
2013
 
                         
Net loss
  $ (1,905,219 )   $ (1,665,083 )   $ (3,376,404 )   $ (2,351,796 )
Other comprehensive loss
                               
Foreign currency translation adjustment
    221       (408 )     696       (738 )
Comprehensive loss
    (1,904,998 )     (1,665,491 )     (3,375,708 )     (2,352,534 )
                                 
Comprehensive loss attributable to non-controlling interest in
subsidiaries
    (48,890 )     (34,284 )     (96,204 )     (52,094 )
Comprehensive loss attributable to Powin Corporation
  $ (1,856,108 )   $ (1,631,207 )   $ (3,279,504 )   $ (2,300,440 )
 
See accompanying Notes to Condensed Consolidated Financial Statements

 
5

 
 
POWIN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

   
Six months ended June 30,
 
   
2014
   
2013
 
             
OPERATING ACTIVITIES
           
Net loss attributable to Powin Corporation
  $ (3,280,096 )   $ (2,299,812 )
Adjustments to reconcile net loss to net cash used in operating activities
               
Net loss attributable to non-controlling interest in subsidiary
    (96,308 )     (51,984 )
Depreciation and amortization
    261,514       82,519  
Reserve for slow moving and obsolete inventory
    395,896       206,603  
Share based compensation
    105,948       52,000  
Warrants expenses
    -       244,845  
Provision for (recovery of) doubtful accounts receivable
    (3,267 )     70,881  
Provision for doubtful other receivable
    19,144       8,354  
Provision for income tax
    7,500       -  
Changes in operating assets and liabilities
               
Accounts receivable
    22,589       (875,651 )
Notes and other receivables
    (17,994 )     212,985  
Inventories
    (430,187 )     (366,783 )
Prepaid expenses and deposits
    (238,095 )     (34,642 )
Accounts payable
    673,646       721,462  
Accrued payroll and other liabilities
    428,310       (49,339 )
Shares to be issued
    -       7,000  
Net cash used in operating activities
    (2,151,400 )     (2,071,562 )
                 
INVESTING ACTIVITIES
               
Acquisition of intangible assets
    -       (99,782 )
Total cash used in investing activities
    -       (99,782 )
FINANCING ACTIVITIES
               
Net repayments under line-of-credit
    -       (1,600,000 )
Repayments on long term debt
    (70,937 )     (65,824 )
Net proceeds from payable to related parties
    1,836,945       4,068,712  
Net cash provided by financing activities
    1,766,008       2,402,888  
Impact of foreign exchange on cash
    696       (738 )
Net increase (decrease) in cash
    (384,696 )     230,806  
                 
Cash at beginning of period
    964,039       1,220,014  
                 
Cash at end of period
  $ 579,343     $ 1,450,820  
                 
SUPPLEMENTAL DISCLOURSE OF CASH FLOW INFORMATION
               
Interest paid
  $ 5,463     $ 17,878  
                 
Income taxes paid
  $ 7,500     $ 16,000  
 
See Accompanying Notes to Condensed Consolidated Financial Statements
 
 
6

 
 
POWIN CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements 
 
Note 1 – Summary of Significant Accounting Policies

Basis of preparation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required by GAAP for complete annual financial statement presentation.

In the opinion of management, all adjustments (consisting only of normal and recurring adjustments) necessary for a fair presentation of the results of operations have been included in the accompanying unaudited condensed consolidated financial statements.  Operating results for the six-month period ended June 30, 2014, are not necessarily indicative of the results to be expected for other interim periods or for the full year ended December 31, 2014. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the Securities Exchange Commission.

Principles of consolidation
 
The accompanying unaudited condensed consolidated financial statements include the accounts of Powin Corporation and its subsidiaries. All intercompany transactions and balances have been eliminated. Equity investments through which the Company exercises significant influence over but does not control the investee and is not the primary beneficiary of the investee’s activities are accounted for using the equity method. Investments through which the Company is not able to exercise significant influence over the investee are accounted for under the cost method.

Inventory

Inventories consist of parts and equipment including electronic parts and components, furniture, rubber products, plastic products and exercise equipment.  Inventory is valued at the lower of cost (first-in, first-out method) or market.  The Company capitalizes applicable direct and indirect costs incurred in the Company’s manufacturing operations to bring its products to a sellable state. For the six months ended June 30, 2014 and 2013, the Company recorded a provision for inventory obsolescence of $395,896 and $206,603, respectively, which is included in cost of sales. The components of inventories were as follows:

   
June 30, 2014
(Unaudited)
   
December 31, 2013
(Audited)
 
Raw materials
 
$
244,448
   
$
249,289
 
Work in progress
   
209,022
     
35,601
 
Finished goods
   
2,682,638
     
2,421,031
 
Reserve for slow moving and obsolete inventory
   
(1,270,364
)
 
$
(874,468
)
Inventories, net
 
$
1,865,744
   
$
1,831,453
 

 
7

 
 
Foreign currencies

Assets and liabilities recorded in foreign currencies are translated to U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated to U.S. dollars at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are recorded to other comprehensive income (“OCI”).

Use of estimates

The preparation of condensed consolidated financial statements in accordance with GAAP requires the use of management’s estimates. These estimates are subjective in nature and involve judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates.

Segment reporting

ASC 280, Segment Reporting, formerly known as Statement of Financial Accounting Standards No. 131, Disclosure about Segments of an Enterprise and Related Information, requires use of the “management approach” model for segment reporting. Under this model, segment reporting is consistent with the manner that the Company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure or any other manner in which management disaggregates a company.
 
Note 2: Going concern

The Company sustained operating losses during the six months ended June 30, 2014 and 2013 and for the years ended December 31, 2013 and 2012 and incurred negative cash flows from operations in those same periods. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

Note 3: Loss per share

Basic loss per share is based on the weighted-average effect of all common shares issued and outstanding, and is calculated by dividing net loss by the weighted-average shares outstanding during the year.  Diluted loss per share is calculated by dividing net income by the weighted-average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares outstanding.  The Company excludes equity instruments from the calculation of diluted earnings per share if the effect of including such instruments is antidilutive. 

 
8

 
 
The components of basic and diluted loss per share are as follows:

   
For the three months ended June 30,
 
For the six months ended June 30,
   
2014
(Unaudited)
 
2013
 
(Unaudited))
 
2014 
(Unaudited)
 
2013 
(Unaudited)
                 
Net loss attributable to common shareholders
   
(1,856,296
)
   
(1,630,861
   
(3,280,096
)
   
(2,299,812
Less preferred share dividends
   
-
     
-
     
-
     
-
 
Net loss available to common shareholders (A)
   
(1,856,296
)
   
(1,630,861
   
(3,280,096
)
   
(2,299,812
)
                                 
Weighted average outstanding shares of
common stock (B)
   
16,235,255
      16,217,255      
16,234,012
     
16,217,255
 
Dilutive effect of securities
   
-
     
-
     
-
     
-
 
Common stock and common stock equivalents (C)
   
16,235,255
      16,217,255      
16,234,012
     
16,217,255
 
                                 
Loss per share
                               
Basic (A/B)
 
$
(0.12
)
 
$
(0.10
)
 
$
(0.21
)
 
$
(0.15
)
Diluted (A/C)
 
$
(0.12
)
 
$
(0.10
)
 
$
(0.21
)
 
$
(0.15
)

For the three and six months ended June 30, 2014 and 2013, the effect of warrants, stock options and convertible preferred stock are excluded from loss per share because their impact is considered to be anti-dilutive.

Note 4: Notes Payable and Long Term Debt

The total carrying value of notes payables and long-term debt, including current and long-term portions, was as follows:
   
June 30, 2014
   
December 31, 2013
 
   
(Unaudited)
   
(Audited)
 
Equipment loan starting September 20, 2011, due
September 21, 2016, with 3.05% interest rate,
with no collateral
  $ 225,000     $ 275,000  
Equipment loan starting December 18, 2012, due
June 1, 2016, with 3.05% interest rate, with no
collateral
    82,066       102,327  
Loan from a third party, starting December 20,
2013, due December 31, 2014, with 6% interest
rate, with no collateral
    270,000       270,000  
Loan from a third party, starting March 26, 2013,
due June 30, 2015,  with 6% interest rate, with no
collateral
    2,000,000       2,000,000  
Accrued interest
    160,457       92,916  
Total long-term debt, including
current portion and accrued interest
  $ 2,737,523     $ 2,740,243  
 
 
9

 
 
Interest expenses related to notes payables and long-term debt amounted to $73,421 and $39,693 for the six months ended June 30, 2014 and 2013, respectively. Interest expenses related to notes payables and long-term debt amounted to $36,791 and $33,857 for the three months ended June 30, 2014 and 2013, respectively.

Note 5:  Capital stock

For the six months ended June 30, 2014 the Company issued 5,000 shares of common stock to five board members as compensation for their services. Each director received 1,000 shares of Common Stock valued at $2 per share.

Note 6:  Related party transactions

All of the Company’s facilities are owned by Lu Pacific Properties LLC, formerly named Powin Pacific Properties LLC, a company owned by Joseph Lu (“Mr. Lu”), CEO and Chairman of the Board. Rent expenses were $188,721 for the three months ended June 30, 2014 and 2013. Rent expenses were $377,442 for the six months ended June 30, 2014 and 2013. Rental rates are deemed to be and were derived by local market rates for the rents when the contracts were entered.

As of June 30, 2014, notes payable to Lu Pacific Properties LLC amounted to $300,000. The Company borrowed $300,000 and paid back $0 during the six months ended June 30, 2014.

Mr. Lu previously owned 45% of Logan Outdoor Products, LLC, though he sold his ownership in 2013.  The Company made sales to Logan Outdoor Products in the amount of $0 and $3,221,923 for the three months ended June 30, 2014 and 2013, respectively. The Company made sales to Logan Outdoor Products in the amount of $0 and $3,977,854 for the six months ended June 30, 2014 and 2013, respectively. There were no amounts due from or payable to Logan Outdoor Products at June 30, 2014 and December 31, 2013.   

Mr. Lu, previously owned a 50% ownership interest in CoSource USA, LLC (“CoSource”) and was its managing member.  Effective April 26, 2013, the Company’s wholly-owned subsidiary, Powin Manufacturing Corporation (“Powin Manufacturing”) dba Quality Bending & Fabrication, Inc., (“QBF”) entered into an Asset Acquisition Agreement with CoSource to acquire all of the latter’s assets. The purchase price was $493,095. Other expense of $339,181 was booked in relation to this acquisition in 2013.

As of June 30, 2014, notes payable to Mr. Lu amounted to $2,970,493. The Company borrowed $470,493 and paid back $0 during the six months ended June 30, 2014.

Peter Lu is Mr. Lu’s son. As of June 30, 2014, notes payable to Peter Lu amounted to $450,000. The Company borrowed $450,000 and paid back $0 during the six months ended June 30, 2014.

Danny Lu is Mr. Lu’s son. Danny Lu is also a director of the Company. As of June 30, 2014, notes payable to Danny Lu amounted to $450,000. The Company borrowed $450,000 and paid back $0 during the six months ended June 30, 2014.

Proceeds from payables to related parties include the following for the six months ended June 30, 2014:

On January 27, 2014, the Company borrowed an additional $250,000 from Danny Lu. The note is due June 30, 2014 and accrues interest at 6%. Danny Lu is the son of Mr. Lu. The note is extended to June 30, 2015, with interest rate of 6%.

On February 11, 2014, the Company borrowed an additional $250,000 from Peter Lu. The note is due June 30, 2014 and accrues interest at 6%. Peter Lu is the son of Mr. Lu. The note is extended to June 30, 2015, with interest rate of 6%.
 
 
10

 
 
On February 24, 2014, the Company borrowed an additional $100,000 from Danny Lu. The note is due July 31, 2015 and accrues interest at 6%.

On March 28, 2014, the Company borrowed an additional $100,000 from Danny Lu. The note is due June 30, 2014 and accrues interest at 6%. The note is extended to June 30, 2015, with interest rate of 6%.

On March 28, 2014, the Company borrowed an additional $200,000 from Peter Lu. The note is due June 30, 2014 and accrues interest at 6%. The note is extended to June 30, 2015, with interest rate of 6%.

On April 29, 2014, the Company issued a promissory note in the amount of $300,000 to Lu Pacific LLC, Formerly Powin Pacific LLC, a Company owned by Mr. Lu, CEO and Chairman of Powin Corporation. The note is due July 31, 2015 and accrues interest at 6%.

On May 15, 2014, the Company borrowed an additional $200,000 from Mr. Lu. The note is due June 30, 2014 and accrues interest at 6%. The note is extended to June 30, 2015, with interest rate of 6%.

On June 11, 2014, the Company borrowed an additional $70,493 from Mr. Lu. The note is due July 15, 2014 and accrues interest at 6%. The note is extended to June 30, 2015, with interest rate of 6%.

On June 25, 2014, the Company borrowed an additional $200,000 from Mr. Lu. The note is due July 1st, 2014 and accrues interest at 5%. The note is extended to June 30, 2015, with interest rate of 6%.

The total carrying value of payable to related parties, including current and long-term portions, was as follows:

   
June 30, 2014
   
December 31, 2013
 
   
(Unaudited)
   
(Audited)
 
Loan from Mr. Lu, starting March 11, 2013, due June 30,
2015, with 6% interest rate, with no collateral
  $ 2,000,000     $ 2,000,000  
Loan from Mr. Lu, starting October 15, 2013, due June 30,
2015, with 6% interest rate, with no collateral
    500,000       500,000  
Loan from Mr. Lu, starting May 15, 2014, due June 30, 2015,
with 6% interest rate, with no collateral
    200,000       -  
Loan from Mr. Lu, starting June 11, 2014, due June 30, 2015,
with 6% interest rate, with no collateral
    70,492       -  
Loan from Mr. Lu, starting June 25, 2014, due June 30, 2015,
with 6% interest rate, with no collateral
    200,000       -  
Loan from a related party, starting April 29, 2014, due July
31, 2015, with 5% interest rate, with no collateral
    300,000       -  
Loan from Danny, starting January 27, 2014, due June 30,
2015, with 6% interest rate, with no collateral
    250,000       -  
Loan from Danny, starting February 24, 2014, due July 31,
2015, with 6% interest rate, with no collateral
    100,000       -  
Loan from Danny, starting March 28, 2014, due June 30,
2015, with 6% interest rate, with no collateral
    100,000       -  
Loan from Peter, starting February 11, 2014, due June 30,
2015, with 6% interest rate, with no collateral
    250,000       -  
Loan from Peter, starting March 28, 2014, due June 30, 2015,
with 6% interest rate, with no collateral
    200,000       -  
Accrued interest
    201,964       103,727  
   Total payable related parties, including current portion
   and accrued interest
  $ 4,372,456     $ 2,603,727  
 
 
11

 
 
Interest expenses related to notes payables and long-term debt amounted to $98,237 and $36,822 for the six months ended June 30, 2014 and 2013, respectively. Interest expenses related to notes payables and long-term debt amounted to $55,859 and $29,918 for the three months ended June 30, 2014 and 2013, respectively.

Note 7:  Business segment reporting

Basis for Presentation

Our operating businesses are organized based on the nature of markets and customers.  Segment accounting policies are the same as described in Note 1.
 
Effects of transactions between related companies are eliminated and consist primarily of inter-company transactions and transfers of cash or cash equivalents from corporate to support each business segment’s payroll, inventory sourcing and overall operations when each segment has working capital requirements. Corporate overhead costs are allocated to segments based on management’s estimates of the consumption of such services by each segment.
 
A description of our operating segments as of June 30, 2014 and June 30, 2013, follows.

Contract manufacturing (formerly OEM):

Outsourced manufacturing for North American companies, including senior citizen safety products; steel gun safes; outdoor cooking equipment; trampolines; plastic products and small electronic appliances. Contract manufacturing also offers logistic services and a qualified engineer team to support and provide in-house design.

Manufacturing (formerly QBF):

Our manufacturing segment, Powin Manufacturing formerly named Quality Bending and Fabrication (“QBF”), manufactures various truck parts and components primarily for Freightliner Trucks, a division of Daimler Trucks North America, the largest manufacturer of heavy-duty vehicles in North America. Daimler Trucks North America designs, builds and markets a wide range of Class 3-8 vehicles including long-haul highway tractors, heavy-duty construction and vocational trucks, mid-range trucks for distribution and service, school and transit buses, fire and emergency service apparatus, and chassis for step vans, school and shuttle buses, and motor homes.  Freightliner Trucks is headquartered in Portland, Oregon, with truck manufacturing facilities located in Portland and throughout the United States and Mexico.

Manufacturing is completed at the Company’s leased facility in Tualatin, Oregon as well as arranging the outsourced manufacturing at a third-party factory in Qingdao, China.
 
 
12

 

Energy:

Powin Energy has developed market leading architecture that utilizes proprietary patent-pending energy storage technology for scalable grid energy storage systems, power supply units for electric vehicles, and transportation applications. Through December 31, 2013, the Energy segment has focused on identifying target markets and applications and finalizing the development of products to serve those markets and applications. The Company expects increased operations from this segment in 2014.

Product & Service (formerly Channel Partner Program, Warehousing and Wooden)

The Product & Service segment contains the legacy operations of Channel Partner Program, a distribution channel for North American companies to sell their products in China as well as selling certain consumer products through U.S.-based retailers and marketplaces, including online; and Warehousing, which provides warehousing services in support of the Company’s customers across all segments. The segment will be used for future products and services that are not related to an existing segment and haven’t reach a level to require separate management and segmentation.

 Powin Mexico:

Powin Mexico is a manufacturing segment, currently manufacturing gun safes, but also capable of manufacturing heavy truck parts. Operations began in 2013, but are expected to increase in 2014.

Revenues and net loss before income taxes of each of the Company’s segments are as follows:  
 
   
Three Months ended June 30,
 
   
2014 (Unaudited)
   
2013 (Unaudited)
 
Revenue
           
Contract manufacturing
 
$
1,118,005
   
$
3,254,988
 
Manufacturing
   
1,205,291
     
1,226,421
 
Energy
   
137,290
     
85,574
 
Mexico
   
5,605
     
17,080
 
Product & Service
   
3,477
     
70,717
 
Consolidated
 
$
2,469,668
   
$
4,654,780
 


   
Three Months ended June 30,
 
   
2014 (Unaudited)
   
2013 (Unaudited)
 
Net loss before income taxes
           
Contract manufacturing
 
$
(175,977
)
 
$
(277,870
)
Manufacturing
   
(11,011
)
   
(446,717
)
Energy
   
(1,303,180
)
   
(677,585
)
Mexico
   
(326,150
)
   
(228,150
)
Product & Service
   
1,942
     
(26,761
)
Corporate
   
(83,343
)
   
 
Consolidated
 
$
(1,897,719
)
 
$
(1,657,083
)

 
13

 
 
   
Six Months ended June 30,
 
   
2014 (Unaudited)
   
2013 (Unaudited)
 
Revenue
           
Contract manufacturing
 
$
2,414,163
   
$
8,933,785
 
Manufacturing
   
2,334,979
     
2,217,021
 
Energy
   
209,650
     
153,926
 
Mexico
   
39,193
     
47,882
 
Product & Service
   
6,442
     
144,397
 
Consolidated
 
$
5,004,427
   
$
11,497,011
 


   
Six Months ended June 30,
 
   
2014 (Unaudited)
   
2013 (Unaudited)
 
Net loss before income taxes
           
Contract manufacturing
 
$
(323,647
)
 
$
(354,561
)
Manufacturing
   
(190,516
)
   
(384,716
)
Energy
   
(2,049,510
)
   
(1,215,190
)
Mexico
   
(642,053
)
   
(346,560
)
Product & Service
   
(775
)
   
(34,769
)
Corporate
   
(162,403
)
   
 
Consolidated
 
$
(3,368,904
)
 
$
(2,335,796
)

Note 8: Subsequent events

On July 16, 2014, the Company issued a promissory note in the amount of $200,000 to 3U (HK) Trading Co. Limited, a third-party. The note is due July 31, 2015, is with no collateral, and accrues interest at 6%.

On August 4, 2014, the Company issued a promissory note in the amount of $80,000 to Danny, a related party. The note is due June 30, 2015, is with no collateral, and accrues interest at 6%.
 
On August 4, 2014, the Company issued a promissory note in the amount of $80,000 to Peter, a related party. The note is due June 30, 2015, is with no collateral, and accrues interest at 6%.
 
On August 7, 2014, the Company’s subsidiary Powin Energy Corporation (“Powin Energy”) signed a Share Subscription Agreement (“the Agreement”) for an investment of $25,000,000 from SF Suntech, Inc., a Delaware corporation (“SF Suntech”), a wholly-owned subsidiary of Shunfeng Photovoltaic International Limited (“Shunfeng”). Pursuant to the terms of the Agreement, $5,200,000 of the $25,000,000 will be used by Powin Energy to pay off a loan owing to the Company and the balance will be used by Powin Energy for working capital and other purposes. The Agreement also granted SF Suntech an option to acquire another 30% of Powin Energy for $37,500,000 and the options are exercisable within two years from the grant date. Pursuant to a related Shareholder Agreement, SF Suntech will appoint four directors from a seven-person board of Powin Energy upon completing the $25,000,000 investment. The Company will pay a 6% finder’s fee to an unrelated party in connection with this transaction. Subject to the terms and conditions of the Share Subscription Agreement, the transaction is scheduled to close on August 29, 2014.
 
 
14

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Note Regarding Forward Looking Statements

This information should be read in conjunction with the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on April 15, 2014, and the unaudited condensed interim consolidated financial statements and notes thereto included in this Quarterly Report.

References to “Powin,” the “Company,” “we,” “our” and “us” refer to Powin Corporation and its wholly owned and majority-owned subsidiaries, unless the context specifically states otherwise.

Basis of presentation

Effective January 1, 2014, the Company reorganized and renamed certain segments and changed the methodology for allocating corporate overhead costs. The below table lists legal entities and corresponding business segments as defined in the 10-Q compared to those described in previous filings.

As described in this Form 10-Q
 
As described in previous filings
 
Legal entity name
Business segment name
 
Legal entity name
Business segment
name
 
           
Powin Corporation
Holding company and Corporate
 
Powin Corporation
Holding company
 
Powin Contract Manufacturing Corporation
Contract manufacturing
 
Powin Contract Manufacturing Corporation
Contract manufacturing
 
Powin Manufacturing Corporation
Manufacturing
 
Powin Manufacturing Corporation
Manufacturing
 
Powin Energy Corporation
Energy
 
Powin Energy Corporation
Energy
 
Powin Product and Service Corporation
Product and service
 
Powin Wooden Product Service, Inc.
Warehousing
(a)
     
Channel Partner Program
CPP
(a)
Powin Industries S.A. de C.V.
Mexico
 
Powin Industries S.A. de C.V.
Mexico
 

 
(a)
Effective January 1, 2014, the business segments formerly known as Warehousing and CPP were combined into a legal entity that was renamed Powin Product and Service Corporation. The corresponding business segment is named Product and Service and currently has limited operations and no employees.

 
15

 

Results of Operations

The following table presents the Company’s revenues by business segment, for the three months ended June 30, 2014 and 2013:
 
   
Three Months ended June 30,
       
   
2014(Unaudited)
   
2013 (Unaudited)
   
$ Change
   
% Change
 
Revenue
                       
Contract manufacturing
 
$
1,118,005
   
$
3,254,988
     
(2,136,983
)
   
(65.7
)%
Manufacturing
   
1,205,291
     
1,226,421
     
(21,130
)
   
(1.7
)%
Energy
   
137,290
     
85,574
     
51,716
     
60.4
%
Mexico
   
5,605
     
17,080
     
(11,475
)
   
(67.2)
%
Product & Service
   
3,477
     
70,717
     
(67,240
)
   
(95.1)
%
Consolidated
 
$
2,469,668
   
$
4,654,780
     
(2,185,112
)
   
(46.9
)%

Consolidated net sales for the three months ended June 30, 2014, decreased approximately $2.2 million or 46.9% from the same period of 2013. The decrease was substantially all in the contract manufacturing segment, which experienced a revenue decline of $2.1 million or 65.7% compared to the second quarter of 2013. The primary reason for the decrease was the loss of two customers that began purchasing directly from the manufacturers. On a sequential basis, Contract manufacturing revenues for the second quarter of 2014 were down $178 thousand or 13.7% from the first quarter of 2014.

For the three months ended June 30, 2014, compared to the same period last year, all other segments performed as expected with Manufacturing sales decreasing $21 thousand or 2%; Energy sales increasing $52 thousand or 60%; The Energy sales increase primarily due to continued investment being made by the company in this segment’s sales and new product development; Mexico sales decreasing $11 thousand or 67%. The decrease primary due to the truck parts sold to Daimler by Mexico last year were moved back to supply by Powin Manufacturing in 2014; and Product and Service revenue decreasing $67 thousand or 95% as the Company phased out the legacy businesses within this segment.

Manufacturing had decreased revenues because sales to the segment’s primary customer, Daimler Trucks North America, decreased during the three months ended June 30, 2014 compare to the same period last year.

The Energy segment is finalizing its product offerings and expects to book orders in the second half of 2014. Likewise, the Mexico segment is ramping production and expects to see revenues increase in the second half of the year.

Consolidated operating expenses for the three months ended June 30, 2014, increased approximately $268 thousand dollars or 17.0%, from $1.6 million in the same period of 2013 to $1.8 million. The increase is primarily in salaries and professional fees in Energy to prepare the segment for the launch of new products in the second half of 2014.

For the three months ended June 30, 2014, the Company had net loss of approximately $1.9 million or $0.12 per share, compared to net loss of approximately $1.6 million or $0.10 per share for the same period of 2013. The net loss increased is primarily due to the addition of key management personnel and outside consultants were hired on researching, developing and testing new energy products.

 
16

 
 
The following table presents the Company’s revenues by business segment, for the six months ended June 30, 2014 and 2013:
 
   
Six Months ended June 30,
       
   
2014 (Unaudited)
   
2013 (Unaudited)
   
$ Change
   
% Change
 
Revenue
                       
Contract manufacturing
 
$
2,414,163
   
$
8,933,785
     
(6,519,622
)
   
(73.0
)%
Manufacturing
   
2,334,979
     
2,217,021
     
117,958
     
5.3
%
Energy
   
209,650
     
153,926
     
55,724
     
36.2
%
Mexico
   
39,193
     
47,882
     
(8,689
)
   
(18.1)
%
Product & Service
   
6,442
     
144,397
     
(137,955
)
   
(95.5)
%
Consolidated
 
$
5,004,427
   
$
11,497,011
     
(6,492,584
)
   
(56.5
)%

Consolidated net sales for the six months ended June 30, 2014, decreased approximately $6.5 million or 56.5% from the same period of 2013. The decrease was substantially all in the contract manufacturing segment, which experienced a revenue decline of $6.5 million or 73.0% compared to the first two quarters of 2013. The primary reason for the decrease was the loss of two customers that began purchasing directly from the manufacturers. On a sequential basis, Contract manufacturing revenues for the second quarter of 2014 were down $178 thousand or 13.7% from the first quarter of 2014.

For the six months ended June 30, 2014, compared to the same period last year, all other segments performed as expected with Manufacturing sales increasing $118 thousand or 5%; Energy sales increasing $56 thousand or 36%; The Energy sales increased primarily due to continued investment being made by the company in this segment’s sales and new product development; Mexico sales decreasing $9 thousand or 18%. The decrease primary due to the truck parts sold to Daimler by Mexico last year were moved back to supply by Powin Manufacturing in 2014; and Product and Service revenue decreasing $138 thousand or 96% as the Company phased out the legacy businesses within this segment.

Manufacturing realized an increase in revenues as the relationship with the segment’s primary customer, Daimler Trucks North America, improved during the six months ended June 30, 2014 compare to the same period last year.

The Energy segment is finalizing its product offerings and expects to book orders in the second half of 2014. Likewise, the Mexico segment is ramping production and expects to see revenues increase in the second half of the year.

Consolidated operating expenses for the six months ended June 30, 2014, increased approximately $597 thousand dollars or 18.9%, from $3.2 million in the same period of 2013 to $3.8 million. The increase is primarily in salaries and professional fees in Energy to prepare the segment for the launch of new products in the second half of 2014.

For the six months ended June 30, 2014, the Company had net loss of approximately $3.4 million or $0.21 per share, compared to net loss of approximately $2.4 million or $0.15 per share for the same period of 2013. As reported above the net loss increased is primarily due to the addition of key management personnel and outside consultants were hired on researching, developing and testing new products.

Liquidity and Capital Resources

Cash used in operating activities were approximately $2.2 million for the six months ended June 30, 2014, compared to $2.1 million for the same period in 2013. 
 
 
17

 

Cash used in investing activities was $0 and $100 thousand during the six months ended June 30, 2014 and 2013, respectively, as the Company has eliminated all non-critical capital expenditures.

Net cash provided from financing activities was $1.8 million and $2.4 million during the six months ended June 30, 2014 and 2013, respectively.

During the six months ended June 30, 2014, the Company borrowed $1,670,493 from related parties for operating cash flows as follows:

Date of borrowing
Lender
Due Date
Interest rate
Amount
         
January 27, 2014
Danny Lu
June 30, 2015
6%
  $  250,000
February 11, 2014
Peter Lu
June 30, 2015
6%
  $  250,000
February 24, 2014
Danny Lu
July 31, 2015
6%
  $  100,000
March 28, 2014
Peter Lu
June 30, 2015
6%
  $  200,000
March 28, 2014
Danny Lu
June 30, 2015
6%
  $  100,000
April 29, 2014
Lu Pacific Properties, LLC
July 31, 2015
6%
  $  300,000
May 15, 2014
Joseph Lu
June 30, 2015
6%
  $  200,000
June10, 2014
Joseph Lu
June 30, 2015
6%
 $  70,493
June 24, 2014
Joseph Lu
June 30, 2015
5%
  $  200,000

Subsequent to June 30, 2014, the Company has borrowed an additional $200,000 from a third party and borrowed $80,000 from Danny and $80,000 from Peter as follows:

Borrowings subsequent to June 30, 2014:
     
         
Date of borrowing
Lender
Due Date
Interest rate
Amount
         
July16, 2014
3U (HK) Trading Co. Limited
July 31, 2015
6%
$  200,000
August 4, 2014
Danny Lu
June 30, 2015
6%
$  80,000
August 4, 2014
Peter Lu
June 30, 2015
6%
$  80,000

On August 7, 2014, the Company’s subsidiary Powin Energy Corporation (“Powin Energy”) signed a Share Subscription Agreement (“the Agreement”) for an investment of $25,000,000 from SF Suntech, Inc., a Delaware corporation (“SF Suntech”), a wholly-owned subsidiary of Shunfeng Photovoltaic International Limited (“Shunfeng”). Pursuant to the terms of the Agreement, $5,200,000 of the $25,000,000 will be used by Powin Energy to pay off a loan owing to the Company and the balance will be used by Powin Energy for working capital and other purposes. The Agreement also granted SF Suntech an option to acquire another 30% of Powin Energy for $37,500,000 and the options are exercisable within two years from the grant date. Pursuant to a related Shareholder Agreement, SF Suntech will appoint four directors from a seven-person board of Powin Energy upon completing the $25,000,000 investment. The Company will pay a 6% finder’s fee to an unrelated party in connection with this transaction. Subject to the terms and conditions of the Share Subscription Agreement, the transaction is scheduled to close on August 29, 2014.
 
The Company’s management does not believe the current cash and cash flow from operations will be sufficient to meet anticipated cash needs, including cash for working capital and capital expenditures in the foreseeable future. The Company will likely require additional cash resources that will require the Company to sell additional equity securities or debt securities. The sale of convertible debt securities or additional equity securities could result in additional dilution to the company’s stockholders. The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity.
 
 
18

 

The Company’s ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties including: investors’ perception of, and demand for, securities of alternative manufacturing companies; conditions of the United States and other capital markets in which we may seek to raise funds; and future results of operations, financial condition and cash flow.  Therefore, the Company’s management cannot assure that financing will be available in amounts or on terms acceptable to the Company, if at all.  Any failure by the Company’s management to raise additional funds on terms favorable to the Company could have a material adverse effect on the Company’s liquidity and financial condition.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company, as defined by Rule 229.10(f)(1) and is not required to provide the information required by this Item.

Item 4.  Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our principal executive and principal financial officers, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”).  Based on that evaluation, our principal executive and financial officers concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.
 
  Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

None
 
 
19

 
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

Equity Compensation Plan Information

In six months ended June 30, 2014, we issued a total of 5,000 shares of Common Stock to our directors for their services on the Board of Director. Each director received 1,000 shares of Common Stock. The shares were issued pursuant to the exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended ( “1933 Act”) , provided by Section 4(a)(2) of the 1933 Act.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not repurchase any of our Common Stock or other securities during the six-month period ended June 30, 2014.

Item 3.  Defaults Upon Senior Securities.

None

Item 4.  Mine Safety Disclosures.
 
 Not Applicable.

Item 5.  Other Information.

None

Item 6.  Exhibits.

31.1
Certification of the Chief Executive Officer  Pursuant to 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant  Section  302 of the Sarbanes-Oxley Act of 2002
   
31.2
Certification of the  Principal Financial Officer Pursuant to 13a-14 and 15d-14 of the Securities Exchange Act of 1934, , as adopted pursuant  Section  302 of the Sarbanes-Oxley Act of 2002
   
32
Certification of the Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
20

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Dated: August 11, 2014
By:
/s/ Joseph Lu
   
Joseph Lu
   
Chief Executive Officer and Interim Chief Financial Officer
 
 
(Principal Executive Officer and Principal Financial Officer)
 
 
 
 
 
21