10-Q 1 s107149_10q.htm 10-Q

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017

OR

 

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: 001-37960

 

POLAR POWER, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 33-0479020
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
   
249 E. Gardena Blvd., Gardena, California 90248 90248
(Address of principal executive offices) (Zip Code)

 

(310) 830-9153

(Registrant’s telephone number, including area code)

 

Not Applicable

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

 

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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 

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 No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer Accelerated Filer Non-Accelerated Filer (do not check if Smaller Reporting Company)

 

Smaller Reporting Company  Emerging Growth Company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 

The number of shares outstanding of the Registrant’s common stock, $0.0001 par value, as of August 14, 2017 was 10,143,158.

 

 

 

 


 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION 1
  ITEM 1. Condensed Financial Statements 1
  ITEM 2.    Management’s Discussion And Analysis Of Financial Condition And Results Of Operations 12
  ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 20
  ITEM 4. Controls and Procedures 20
PART II – OTHER INFORMATION 21
  ITEM 1. Legal Proceedings 21
  ITEM 1A. Risk Factors 21
  ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 37
  ITEM 3. Defaults Upon Senior Securities 37
  ITEM 4. Mine Safety Disclosure. 37
  ITEM 5. Other Information 37
  ITEM 6. Exhibits 37

 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. Condensed Financial Statements

POLAR POWER INC.
CONDENSED BALANCE SHEETS
   June 30,
2017
   December 31,  
   (Unaudited)   2016 
ASSETS          
Current assets          
Cash and cash equivalents (including restricted cash of $1,000,423 at June 30, 2017)  $15,051,845   $16,242,158 
Accounts receivable   1,712,488    4,403,946 
Inventories, net   5,736,669    4,839,591 
Prepaid expenses   259,976    178,569 
Refundable income taxes   988,168     
Total current assets   23,749,146    25,664,264 
Other assets:          
Property and equipment, net   775,951    737,586 
Deposits   66,796    66,796 
Deferred tax assets   218,015    160,637 
Total assets  $24,809,908   $26,629,283 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Current liabilities          
Accounts payable  $108,371   $659,355 
Customer deposits   72,931    71,954 
Income taxes payable       1,227,308 
Accrued and other current liabilities   441,973    669,889 
Current portion of notes payable   108,452    111,368 
Total current liabilities   731,727    2,739,874 
Notes payable, net of current portion   182,452    237,431 
           
Total liabilities   914,179    2,977,305 
           
Commitments and Contingencies          
           
Shareholders’ Equity          
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding        
Common stock, $0.0001 par value, 50,000,000 shares authorized, 10,143,158 shares issued and outstanding   1,014    1,014 
Additional paid-in capital   19,242,715    19,242,715 
Retained earnings   4,652,000    4,408,249 
Total shareholders’ equity   23,895,729    23,651,978 
           
Total liabilities and shareholders’ equity  $24,809,908   $26,629,283 

 

See Accompanying Notes to the Condensed Financial Statements

 

1

 

 

POLAR POWER INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)
 
   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2017   2016   2017   2016 
Net Sales  $2,441,753   $4,678,539   $7,408,734   $8,066,282 
Cost of Sales   1,674,129    3,227,658    4,724,380    5,177,297 
Gross Profit   767,624    1,450,881    2,684,354    2,888,985 
                     
Operating Expenses                    
General and administrative   683,629    515,391    1,355,054    879,191 
Research and development   391,019    47,204    467,021    89,134 
Sales and Marketing   270,343    107,611    465,438    182,194 
Depreciation and amortization   7,674    5,914    15,408    11,559 
Total operating expenses   1,352,665    676,120    2,302,921    1,162,078 
                     
Income (Loss) from operations   (585,041)   774,761    381,433    1,726,907 
                     
Other (expenses) income                    
Interest   (5,417)   (39,787)   (10,193)   (63,791)
Other income   21,612    4,488    24,074    5,717 
Total other (expenses) income, net   16,195    (35,299)   13,881    (58,074)
                     
Income (Loss) before income taxes   (568,846)   739,462    395,314    1,668,833 
Income tax provision (benefit)   (219,717)   376,983    151,563    730,144 
Net Income (Loss)  $(349,129)  $362,479   $243,751   $938,689 
                     
Net Income (Loss) per share – basic and diluted  $(0.03)  $0.05   $0.02   $0.13 
Weighted average shares outstanding, basic and diluted   10,143,158    7,383,150    10,143,158    7,383,150 

 

See Accompanying Notes to the Condensed Financial Statements

 

2

 

 

POLAR POWER INC.

CONDENSED STATEMENT OF SHAREHOLDERS’ EQUITY

(Unaudited)

 

           Additional       Total 
   Common Stock   paid-in   Retained   Shareholders’ 
   Number   Amount   capital   Earnings   Equity 
Balance, December 31, 2016   10,143,158   $1,014   $19,242,715   $4,408,249   $23,651,978 
                          
Net Income               243,751    243,751 
                          
Balance, June 30, 2017 (unaudited)   10,143,158   $1,014   $19,242,715   $4,652,000   $23,895,729 

 

See Accompanying Notes to the Condensed Financial Statements

 

3

 

 

POLAR POWER INC.

CONDENSED STATEMENTS OF CASH FLOW

(Unaudited)

 

   Six Months Ended 
   June 30, 
   2017   2016 
Cash flows from operating activities:          
Net Income  $243,751   $938,689 
Adjustments to reconcile net income to net cash used in operating activities:          
Common shares issued for services       37,500 
Depreciation and amortization   120,080    96,580 
Changes in operating assets and liabilities          
           
Accounts receivable   2,691,458    (2,362,891)
Inventories   (897,078)   (725,267)
Prepaid expenses   (81,407)   (44,465)
Deposits       (7,500)
Refundable income taxes   (988,168)    
Deferred tax assets   (57,378)   68,889 
Accounts payable   (550,984)   826,651 
Income taxes payable   (1,227,308)   445,918 
Customer deposits   977    136,241 
Accrued expenses and other current liabilities   (227,916)   306,645 
Net cash used in operating activities   (973,973)   (283,010)
           
Cash flows from investing activities:          
Acquisition of property and equipment   (158,445)   (107,709)
Payable for acquired technology       (90,000)
Net cash used in investing activities   (158,445)   (197,709)
           
Cash flows from financing activities:          
Advances (repayment) of credit line; net       607,443 
Repayment of notes   (57,895)   (189,283)
Net cash (used in) provided by financing activities   (57,895)   418,160 
           
Decrease in cash and cash equivalents   (1,190,313)   (62,559)
Cash and cash equivalents, beginning of period   16,242,158    263,418 
Cash and cash equivalents, end of period  $15,051,845   $200,859 
Supplemental Cash Flow Information:          
Taxes Paid  $2,424,417   $ 
Interest Paid   10,193    63,791 
Supplemental non-cash investing and financing activities:          
Assets acquired under notes payable  $   $237,463 

 

See Accompanying Notes to the Condensed Financial Statements

 

4

 

 

POLAR POWER, INC.

NOTES TO CONDENSED FINANCIAL
STATEMENTS FOR THE THREE AND SIX
MONTHS ENDED JUNE 30, 2017 AND 2016

(UNAUDITED)

 

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The Company

 

Polar Power, Inc. was incorporated in the State of Washington as Polar Products, Inc. and in 1991 reincorporated in the State of California under the name Polar Power, Inc. In December 2016, Polar Power, Inc. reincorporated in the State of Delaware (the “Company”). The Company designs, manufactures and sells direct current, or DC, power systems to supply reliable and low-cost energy to off-grid, bad-grid and backup power applications. The Company’s products integrate DC generator and proprietary automated controls, lithium batteries and solar systems to provide low operating cost and lower emissions alternative power needs in telecommunications, defense, automotive and industrial markets.

 

On November 14, 2016, the Company effected a 1-for-2.85 reverse split of its common shares. All share and per share amounts have been retroactively restated to reflect the split as if it had occurred as of the earliest period presented.

 

Basis of Presentation of Unaudited Financial Information

 

The unaudited condensed financial statements of the Company for the three and six months ended June 30, 2017 and 2016 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K for scaled disclosures for smaller reporting companies. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the Company’s financial position and results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2016 was derived from the audited financial statements included in the Company’s financial statements as of and for the years ended December 31, 2016 and 2015 contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 10, 2017. These financial statements should be read in conjunction with that report.

 

Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Material estimates relate to the assumptions made in determining reserves for uncollectible receivables, inventory reserves and returns, impairment analysis of long term assets and deferred tax assets, income tax accruals, accruals for potential liabilities and assumptions made in valuing the fair market value of equity transactions. Actual results may differ from those estimates.

 

5

 

 

Inventories

 

Inventories consist of raw materials and finished goods and are stated at the lower of cost or market. Cost is determined principally on a first-in-first-out average cost basis. Inventory quantities on hand are reviewed regularly and write-downs for obsolete inventory are recorded based on an estimated forecast of the inventory item demand in the near future. As of June 30, 2017 and December 31, 2016, the Company has established inventory reserves of $250,000 for obsolete and slow-moving inventory. As of June 30, 2017 and December 31, 2016, the components of inventories were as follows:

 

  

June 30,

2017

(unaudited)

  

December 31,

2016

 
Raw materials  $2,736,512   $3,302,818 
Finished goods   3,250,157    1,786,773 
    5,986,669    5,089,591 
Less: Inventory reserve   (250,000)   (250,000)
Total Inventories, net  $5,736,669   $4,839,591 

 

Product Warranties

 

The Company provides limited warranties for parts and labor at no cost to its customers within a specified time period after the sale. The warranty terms are typically from one to five years. Provisions for estimated expenses related to product warranties are made at the time products are sold. These estimates are established using historical information about the nature, frequency and average cost of warranty claim settlements as well as product manufacturing and recovery from suppliers. Management actively studies trends of warranty claims and takes action to improve product quality and minimize warranty costs. The Company estimates the actual historical warranty claims coupled with an analysis of unfulfilled claims to record a liability for specific warranty purposes. The Company’s product warranty obligations are included in other accrued liabilities in the balance sheets. As of June 30, 2017 and December 31, 2016, the Company’s product warranty liability had a balance of $175,000. Management believes that the warranty accrual is appropriate; however actual claims incurred could differ from original estimates, requiring adjustments to the accrual. The product warranty accrual is included in accrued and other current liabilities in the accompanying balance sheets.

 

The following is a tabular reconciliation of the product warranty liability, excluding the deferred revenue related to the Company’s warranty coverage:

 

Changes in estimates for warranties  June 30,
2017
(unaudited)
  

December 31,

2016

 
Balance at beginning of the period  $175,000   $25,000 
Payments   (116,923)   (135,457)
Provision for warranties   116,923    285,457 
Balance at end of the period  $175,000   $175,000 

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized before the Company is able to realize their benefits, or that future deductibility is uncertain.

 

Tax benefits from an uncertain tax position are recognized only if it more likely than not that the tax position will be sustained on examination by the taxing authorities based on technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has greater than 50% likelihood of being realized upon ultimate resolution. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Concentrations

 

Cash. The Company maintains cash balances at two banks. At times, the amount on deposit exceeds the federally insured limits. Management believes that the financial institutions that hold the Company’s cash is financially sound and, accordingly, minimal credit risk exists.

 

6

 

 

 

Net Sales. For the three months ended June 30, 2017 and 2016, 73% and 94%, respectively, of net sales were generated from the Company’s largest telecommunications customer, Verizon Wireless. For the six months ended June 30, 2017 and 2016, 85% and 88%, respectively, of net sales were generated from Verizon Wireless.

 

Accounts receivable. On June 30, 2017, accounts receivable related to the Company’s largest customer represented 88% of the Company’s receivables. On December 31, 2016, 94% of the Company’s accounts receivable were from one customer, Verizon Wireless.

 

Accounts payable. On June 30, 2017, accounts payable to the Company’s largest vendor represented 33% while the other two largest vendors represented 13% and 11% each. On December 31, 2016, accounts payable to the Company’s largest vendor represented 29%, while the other two largest vendors represented 9% each.

 

Purchases. The Company has established relationships with third party engine suppliers and other key suppliers from which the Company sources components for its power systems. The Company is substantially dependent on its two key engine suppliers, Yanmar Engines Company and Kubota Corporation. Purchases from Yanmar and Kubota, represented 47% and 26% of the Company’s total cost of sales for the three months ended June 30, 2017 and 2016, respectively; and represented 49% and 26% of the Company’s total cost of sales for the six months ended June 30, 2017 and 2016, respectively.

 

Recent Accounting Pronouncements

 

In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

 

In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the expected impact that the standard could have on its financial statements and related disclosures.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

 

NOTE 2 – RESTRICTED CASH

 

As of June 30, 2017, the Company’s cash balance of $15,051,845 included restricted cash of $1,000,423. The restricted cash serves as a collateral to the line of credit (see Note 5) opened with a bank in March 2017.

 

7

 

 

NOTE 3 – PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following:

 

  

June 30,

2017

(Unaudited)

  

December 31,

2016

 
Production tooling, jigs, fixtures  $70,749   $70,749 
Shop equipment and machinery   1,320,439    1,193,892 
Vehicles   83,781    51,883 
Leasehold improvements   42,173    42,173 
Office equipment   100,245    100,245 
Software   97,533    97,533 
Total property and equipment, cost   1,714,920    1,556,475 
Less: accumulated depreciation and amortization   (938,969)   (818,889)
Property and equipment, net  $775,951   $737,586 

 

Depreciation and amortization expense on property and equipment for the three months ended June 30, 2017 and June 30, 2016 was $60,906 and $55,666, respectively. During the three months ended June 30, 2017 and June 30, 2016, $53,232 and $49,752, respectively, of the depreciation expense was included in the balance of cost of sales.

 

Depreciation and amortization expense on property and equipment for the six months ended June 30, 2017 and June 30, 2016 was $120,080 and $96,580, respectively. During the six months ended June 30, 2017 and June 30, 2016, $104,672 and $85,021, respectively, was included in the balance of cost of sales.

 

NOTE 4 – NOTES PAYABLE

 

Notes payable consist of the following:

  

June 30,

2017

   December 31, 
   (Unaudited)   2016 
Total Equipment Notes Payable  $290,904   $348,799 
Less Current Portion   (108,452)   (111,368)
Notes Payable, Long term  $182,452   $237,431 

 

The Company has entered into several financing agreements for the purchase of equipment. The terms of these financing arrangements are for a term of 2 years to 5 years, with interest rates ranging from 1.9% to 6.9% per annum, secured by the purchased equipment. Aggregate monthly payments of principal and interest of approximately $10,000 are due through 2019.

 

NOTE 5 – LINE OF CREDIT

 

On March 21, 2017, the Company entered into a Credit Agreement and related documents with Citibank, N.A. for a revolving credit facility for an aggregate amount of up to $1,000,000. The credit facility will expire at such time the parties mutually agree to terminate the credit facility or at the election of the lender. Interest accrues on the principal amount of revolving loans outstanding under the credit facility at a rate equal to the greater of (i) the prime rate of interest as published by Citibank, or (ii) the one-month London Interbank Offered Rate plus 2%. Amounts outstanding from time to time under the credit facility are due and payable monthly in an amount equal to the greater of 2% of the outstanding principal balance or $100, plus accrued interest. Upon the termination of the credit facility, any amounts owed under the credit facility will be payable by the Company in 48 equal consecutive monthly installments of principal, together with accrued monthly interest and any other charges beginning the first calendar month after the date of cancellation. The credit facility is also subject to an annual finance charge of $2,500, which amount has been waived for the first year. The credit facility is secured by a Certificate of Deposit (restricted cash) account opened by the Company with Citibank in the amount of $1,000,000.

 

8

 

 

The Company’s credit facility contains negative covenants prohibiting it from (i) creating or permitting to exist any liens, security interests or other encumbrances on the Company’s assets, (ii) engaging in any business activities substantially different than those in which the Company is presently engaged, (iii) ceasing operations, liquidating, merging, transferring, acquiring or consolidating with any other entity, changing its name, dissolving or transferring or selling collateral out of the ordinary course of business, or (iv) paying dividends on the Company’s capital stock (other than dividends payable in stock).

 

As of June 30, 2017, the Company had not borrowed any funds under the credit facility and thus had availability of $1,000,000.

 

NOTE 6 – SHAREHOLDERS’ EQUITY

 

Warrants

 

At June 30, 2017, warrant shares outstanding were as follows:

 

   Shares   Weighted
Average
Exercise
Price
 
Outstanding December 31, 2016   115,000   $8.75 
Issued        
Exercised        
Outstanding, June 30, 2017   115,000   $8.75 

 

All warrants outstanding are exercisable and have a remaining contractual life of 4.5 years. There was no intrinsic value of the outstanding and exercisable warrants at June 30, 2017.

 

NOTE 7– DISTRIBUTION AGREEMENT WITH A RELATED ENTITY

 

On March 1, 2014, the Company entered into a subcontractor installer agreement with Smartgen Solutions, Inc. (“Smartgen”), a related entity that is engaged in business of equipment rental and provider of maintenance, repair and installation services to mobile telecommunications towers in California. Under the terms of the agreement, Smartgen has been appointed as a non-exclusive, authorized service provider for the installation, repair and service of the Company’s products in Southern California. The agreement has a term of three years from the date of execution and automatically renews for additional one year periods if not terminated.

 

During the three months ended June 30, 2017 and 2016, Smartgen performed $26,235 and $19,170 in field services, respectively. Smartgen performed $96,882 and $31,104 in field services for the six months ended June 30, 2017 and 2016, respectively.

 

Smartgen purchased $176 and $1,136 in goods, parts and services from the Company during the three and six months ended June 30, 2017, respectively. Smartgen made no purchases from the Company during the six months ended June 30, 2016.

 

9

 

 

NOTE 8 – INCOME TAXES

 

The provision for income taxes consists of the following for the six months ended June 30, 2017 and June 30, 2016:

 

   Six Months Ended June 30, 
   2017   2016 
Current        
Federal  $166,387   $502,027 
State   42,554    159,227 
Deferred          
Federal   (46,449)   65,834 
State   (10,929)   3,056 
Provision for income tax expense  $151,563   $730,144 

 

   Six Months Ended June 30, 
   2017   2016 
Federal income tax rate   34%   34%
State tax, net of federal benefit   8%   8%
Permanent differences   %   %
Change in accrued liabilities   (6.6)%   17%
Change in valuation allowances   %   (15)%
Other   2.6%   %
Effective income tax rate   38%   44%

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities at June 30, 2017 and at December 31, 2016 are as follows:

 

  

June 30,

2017

(Unaudited)

  

 

December 31,

2016

 
Deferred tax assets:          
Inventory reserves  $230,730   $105,000 
Accrued liabilities   137,313    209,084 
Total deferred tax assets   368,033    314,084 
Accumulated depreciation   (150,018)   (153,447)
Net deferred tax assets  $218,015   $160,637 

 

Effective January 1, 2007, the Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of June 30, 2017 and December 31, 2016, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption.

 

10

 

 

The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is subject to U.S. federal or state income tax examinations by tax authorities for tax years after 2010.

 

The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of June 30, 2017 and December 31, 2016, the Company has no accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2010 through 2016 remain open to examination by the major taxing jurisdictions to which the Company is subject.

 

The Company has refundable income taxes of $988,168 as of June 30, 2017. This was a result of estimated tax payments for the first quarter of 2017. The refundable income taxes will be used to offset any taxable net income in the annual tax return.

 

NOTE 9 – COMMITMENT AND CONTINGENCIES

 

Legal Proceedings

 

From time to time, the Company may be involved in general commercial disputes arising in the ordinary course of our business. The Company is not currently involved in legal proceedings that could reasonably be expected to have material adverse effect on its business, prospects, financial condition or results of operations.

 

Sales Backlog

 

As of June 30, 2017, the Company had a backlog of $1,685,114. The amount of backlog represents revenue that the Company anticipates recognizing in the future, as evidenced by purchase orders and other purchase commitments received from customers, but on which work has not yet been initiated or with respect to which work is currently in progress. Product delivery to fulfill a customer’s purchase order depends on the customer’s requested ship date, which may require the Company to hold on to finished goods for weeks or months. A customer could have delays in preparing the site where our product will be installed, causing the Company to delay product delivery. Finished product tied to a purchase order, but which has not been delivered to the customer is counted as part of the Company’s backlog.

 

The Company’s backlog consists of 68% in purchases of its DC power systems by telecommunications customers, of which 67% is from the Company’s single largest telecommunications customer. In addition, the Company’s backlog includes 25% in purchases from military contractors, and 7% from miscellaneous customers. The Company believes the majority of its backlog will be shipped within the next six months. However, there can be no assurance that the Company will be successful in fulfilling such orders and commitments in a timely manner or that the Company will ultimately recognize as revenue the amounts reflected in its backlog.

 

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ITEM 2.Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

 

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” and elsewhere in this report. Our historical results are not necessarily indicative of the results to be expected for any future period, and results for any interim period are not necessarily indicative of the results to be expected for the full year.

 

Overview

 

We design, manufacture and sell direct current, or DC, power systems for applications primarily in the telecommunications market and, to a lesser extent, in other markets, including military, electric vehicle charging, cogeneration, distributed power and uninterruptable power supply. Within the telecommunications market, our DC power systems provide reliable and low-cost DC power to service applications that do not have access to the utility grid (i.e., prime power applications) or have critical power needs and cannot be without power in the event of utility grid failure (i.e., back-up power applications). Within this market, we offer the following three configurations of our DC power systems, with output power ranging from 5 kW to 20 kW:

 

DC base power systems. These systems integrate a DC generator and automated controls with remote monitoring, which are typically contained within an environmentally regulated enclosure.

 

DC hybrid power systems. These systems incorporate lithium-ion batteries (or other advanced battery chemistries) with our proprietary BMS into our standard DC power systems.

 

DC solar hybrid power systems. These systems incorporate photovoltaic and other sources of renewable energy into our DC hybrid power system.

 

Our DC power systems are available in diesel, natural gas, liquid propane gas, gasoline and biofuel formats, with diesel, natural gas and liquid propane gas being the predominant formats, and are capable of being remotely monitored by our global network management tool using our proprietary software technology, allowing us and our customers to collect performance data and update our products remotely.

 

We install, sell and service our products within our identified markets through our direct sales force and a network of independent service providers and dealers. In addition, we have established strategic relationships with local service partners in international markets to jointly promote, distribute and service our products.

 

Critical Accounting Policies

 

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that may have a significant impact on the portrayal of our financial condition and results of operations. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from these estimates.

 

We believe that the following critical accounting policies, among others, affect our more significant judgment and estimates used in the preparation of our financial statements:

 

Warranty Costs. We provide limited warranties for parts and labor at no cost to our customers within a specified time period after the sale. The warranty terms are typically from one to five years. Provisions for estimated expenses related to product warranties are made at the time products are sold. These estimates are established using historical information about the nature, frequency and average cost of warranty claim settlements as well as product manufacturing and recovery from suppliers. Management actively studies trends of warranty claims and takes action to improve product quality and minimize warranty costs. We estimate the actual historical warranty claims coupled with an analysis of unfulfilled claims to record a liability for specific warranty purposes. Our product warranty obligations are included in other accrued liabilities in the balance sheets. We accrued a liability for warranty reserve of $175,000 on each of December 31, 2016 and June 30, 2017. Management believes that the warranty accrual is appropriate; however actual claims incurred could differ from original estimates, requiring adjustments to the accrual. The product warranty accrual is allocated to current liabilities in the balance sheets.

 

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Inventory. We write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value-based upon assumptions about future demand, future pricing and market conditions. If actual future demand, future pricing or market conditions are less favorable than those projected by management, additional inventory write-downs may be required and the differences could be material. Once established, write-downs are considered permanent adjustments to the cost basis of the obsolete or unmarketable inventories.

 

Income Taxes. Our estimate of income taxes payable, deferred income taxes and the effective tax rate is based on an analysis of many factors including interpretations of federal and state income tax laws, the difference between tax and financial reporting bases of assets and liabilities, estimates of amounts currently due or owed in various jurisdictions, and current accounting standards. We review and update our estimates on a quarterly basis as facts and circumstances change and actual results are known. We recognize income taxes for the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets are recognized for the future tax consequences of transactions that have been recognized in our financial statements or tax returns. A valuation allowance is provided when it is more likely than not that some portion or the entire deferred tax asset will not be realized.

 

Effects of Inflation

 

The impact of inflation and changing prices has not been significant on the financial condition or results of operations of our company.

 

Impact of New Accounting Pronouncements

 

See “Note 1 – Organization and Summary of Significant Accounting Policies – Recent Accounting Pronouncements” of the Notes to our condensed financial statements commencing on page 7 of this Quarterly Report on Form 10-Q.

 

Jumpstart Our Business Startups Act of 2012

 

On April 5, 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

 

We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if as an “emerging growth company” we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply until we no longer meet the requirements of being an “emerging growth company.” We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

 

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Financial Performance Summary and Outlook

 

During the second quarter of 2017, we experienced a 48% decline in net sales as compared to the second quarter of 2016, primarily as a result of a decline in sales of our DC power systems to our largest customer, Verizon Wireless, coupled with a price reduction in our DC power systems that took effect in March 2017. We remain confident in the long-term demand for our DC power systems and we continue to believe that sales volumes to Verizon Wireless will increase during the second half of 2017. Since the beginning of 2017, we have been granted approved supplier status from two additional Tier 1 telecommunications customers, one of whom purchased its initial set of DC power systems during the second quarter of 2017.

 

Our gross profit margin was 31.4% for the quarter ended June 30, 2017, as compared to 44.7% for the year ended December 31, 2016. Our gross profit margin for the quarter ended June 30, 2017 was negatively affected as a result of a price reduction in our DC power systems that took effect in March 2017, and the implementation of new production equipment, tooling, and staff training. We have made substantial improvements in our production facility during 2017 and continue to believe that our gross profit as a percentage of net sales will improve to a range of 40%-45% in the second half of 2017, especially as the volume of sales increases.

 

During the second quarter of 2017, we continued to invest heavily in research and development and in doing so developed a new 15kW horizontal DC power system, re-designed our Supra Controller to meet the latest standards in technology, and started the process of developing a new hybrid power system for our international markets.

 

In an effort to reduce our customer and geographic concentration risk, since the beginning of 2017 we established a presence on four continents with six full time sales executives. We also opened a customer service operations center in Romania providing us with the resources to support our global growth strategy. We believe these initiatives lay the necessary foundation for long term financial performance and we expect to see sales from many of these regions during the latter part of 2017.

 

Our goals for the remainder of 2017 include continuing to build our business relationships with top telecommunications carriers worldwide; actively demonstrating our product portfolio to regional centers in the US; and commencing an R&D program for a 200kW DC generator for data center and military applications.

 

Results of Operations

 

The tables presented below, which compare our results of operations from one period to another, present the results for each period, the change in those results from one period to another in both dollars and percentage change, and the results for each period as a percentage of net revenues. The columns present the following:

 

The first two data columns in each table show the absolute results for each period presented.

 

The columns entitled “Dollar Variance” and “Percentage Variance” shows the change in results, both in dollars and percentages. These two columns show favorable changes as a positive and unfavorable changes as negative. For example, when our net revenues increase from one period to the next, that change is shown as a positive number in both columns. Conversely, when expenses increase from one period to the next, that change is shown as a negative in both columns.

 

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The last two columns in each table show the results for each period as a percentage of net revenues.

 

Three Months Ended June 30, 2017 Compared to the Three Months Ended June 30, 2016

 

   Three Months Ended   Dollar   Percentage   Results as a Percentage
of Net Sales for the
 
   June 30,   Variance   Variance   Three Months Ended 
   2017   2016   Favorable   Favorable   June 30, 
   (unaudited)   (unaudited)   (Unfavorable)   (Unfavorable)   2017   2016 
Net sales  $2,441,753   $4,678,539   $(2,236,786)   (48)%   100.0%   100.0%
Cost of sales   1,674,129    3,227,658    1,553,529    48%   68.6%   69.0%
Gross profit   767,624    1,450,881    (683,257)   (47)%   31.4%   31.0%
Research and development expenses   391,019    47,204    (343,815)   (728)%   16.0%   1.0%
Sales and marketing expenses   270,343    107,611    (162,733)   (151)%   11.1%   2.3%
General and administrative expenses   683,629    515,391    (168,238)   (33)%   28.0%   11.0%
Depreciation and amortization expense   7,674    5,914    (1,760)   (30)%   0.3%   0.1%
Total operating expenses   1,352,665    676,120    (676,545)   (100)%   55.4%   14.5%
Income (loss) from operations   (585,041)   774,761    (1,359,802)   (176)%   (24.0)%   16.6%
Interest expense   (5,417)   (39,787)   34,370    86%   (0.2)%   (0.9)%
Other income   21,612    4,488    17,124    382%   0.9%   0.1%
Income (loss) before income taxes   (568,846)   739,462    (1,308,308)   (177)%   (23.3)%   15.8%
Provision for income taxes (benefit)   (219,717)   376,983    596,700    158%   (9.0)%   8.1%
Net income (loss)  $(349,129)  $362,479   $(711,608)   (196)%   (14.3)%   7.7%

  

Net Sales. Net sales decreased $2,236,786, or 48%, to $2,441,753 for the three months ended June 30, 2017, as compared to $4,678,539 for the same period in 2016. The decrease in net sales was primarily due to a decrease in the number of DC base power systems sold to our largest telecommunications customer, Verizon Wireless, coupled with the overall reduction in sales prices of our DC power systems that took effect in March 2017. Sales to Verizon Wireless accounted for 73% of our total net sales during the three months ended June 30, 2017, as compared to 94% of total net sales for the same period in 2016.

 

Cost of Sales. Cost of sales during the three months ended June 30, 2017 decreased by $1,553,529, or 48%, to $1,674,129, as compared to $3,227,658 during the same period in 2016. Cost of sales as a percentage of net sales during the three months ended June 30, 2017 remained constant at 69% as compared to the same period in 2016.

 

Gross Profit. Gross profit during the three months ended June 30, 2017 decreased by $683,257, or 47%, to $767,624, as compared to $1,450,881 during the same period in 2016. The decrease was primarily attributable to a decrease in sales of our DC power systems, coupled with a reduction in sales prices of our DC power systems which took effect in March 2017. Our gross profit as a percentage of net sales was 31.4% for the quarter ended June 30, 2017, as compared to 31.0% in the same period in 2016. Our gross profit as a percentage of net sales for the quarter ended June 30, 2017 was negatively affected as a result of a price reduction in our DC power systems that took effect in March 2017, and the implementation of new production equipment, tooling, and staff training.

 

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Research and Development Expenses. During the three months ended June 30, 2017, research and development expenses increased by $343,815, or 728%, to $391,019, as compared to $47,204 during same period in 2016. A substantial portion of this increase in research and development expense was related to the development of a new 15kW horizontal DC power system, re-designing our Supra Controller to meet the latest standards in technology, and started developing a new hybrid power system for international markets.

 

Sales and Marketing Expenses. Sales and marketing expenses increased to $270,343 during the three months ended June 30, 2017, as compared to $107,611 during the same period in 2016. This represents an increase of $162,733, which was attributed to adding key sales and sales support personnel hired as part of our strategy in reducing our customer and geographic concentration by expanding our sales infrastructure within the U.S. and international markets.

 

General and Administrative Expenses. General and administrative expenses increased by $168,238, or 33%, to $683,629 during the three months ended June 30, 2017, as compared to $515,394 during same period in 2016. The increase in general and administrative expenses was primarily due to an increase in legal and accounting costs associated with our quarterly and annual financial reporting, not previously performed in the same period in 2016. We anticipate our general and administrative expenses to remain flat or slightly lower as percentage of sales during the remainder of 2017.

 

Depreciation and Amortization Expenses. Depreciation and amortization expenses decreased by $35,674, to $60,906 during the three months ended June 30, 2017, as compared to $96,580 during same period in 2016. During the three months ended June 30, 2017 and 2016, $53,232 and $85,021, respectively, of the depreciation expense were included in the balances of cost of sales for the periods then ended. The decrease was a result of an increase in production machinery reaching full depreciation.

 

Interest Expense. Interest expense for the three months ended June 30, 2017 was $5,417, as compared to $39,787 during the same period in 2016, a decrease of $34,370. Our interest expense during the three months ended June 30, 2017 is mainly attributable to financing costs related to production equipment. Interest expense for the three months ended June 30, 2016, included borrowing costs associated with our prior working capital line of credit which was closed in December 2016.

 

Income Tax. We had a reduction of income tax as a result a loss before taxes of $568,846 for the three months ended June 30, 2017, as compared to tax expense of $376,983 during the same period in 2016. In April 2017, we made first quarter estimated tax payments of $1.2 million, which as of June 30, 2017 has become a refundable income tax asset of $988,168 on our balance sheet. It will be used to offset any taxable income in our annual tax return.

 

Net Loss. As a result of the factors identified above, we incurred a net loss of $349,129, or $0.03 per basic and diluted share, for the three months ended June 30, 2017, as compared to net income of $362,479, or $0.05 per basic and diluted share, for three months ended June 30, 2016.

 

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Six Months Ended June 30, 2017 Compared to the Six Months Ended June 30, 2016 

                         
   Six Months Ended   Dollar   Percentage   Results as a Percentage
of Net Sales for the
 
   June 30,   Variance   Variance   Six Months Ended 
   2017   2016   Favorable   Favorable   June 30, 
   (unaudited)   (unaudited)   (Unfavorable)   (Unfavorable)   2017   2016 
Net sales  $7,408,734   $8,066,282   $(657,548)   (8)%   100.0%   100.0%
Cost of sales   4,724,380    5,177,297    452,917    9%   63.8%   64.2%
Gross profit   2,684,354    2,888,985    (204,631)   (7)%   36.2%   35.8%
Research and development expenses   467,021    89,134    (377,887)   (424)%   6.3%   1.1%
Sales and marketing expenses   465,438    182,194    (283,244)   (155)%   6.3%   2.3%
General and administrative expenses   1,355,054    879,191    (475,863)   (54)%   18.3%   10.9%
Depreciation and amortization expense   15,408    11,559    (3,849)   (33)%   0.2%   0.1%
Total operating expenses   2,302,921    1,162,078    (1,140,843)   (98)%   31.1%   14.4%
Income from operations   381,433    1,726,907    (1,345,474)   (78)%   5.1%   21.4%
Interest expense   (10,193)   (63,791)   53,598    84%   (0.1)%   (0.8)%
Other income   24,074    5,717    18,357    321%   0.3%   0.1%
Income before income taxes   395,314    1,668,833    (1,273,519)   (76)%   5.3%   20.7%
Provision for income taxes   151,563    730,144    578,581    79%   2.0%   9.1%
Net income  $243,751   $938,689   $(694,938)   (74)%   3.3%   11.6%

 

Net Sales. Net sales decreased $657,548, or 8%, to $7,408,734 for the six months ended June 30, 2017, as compared to $8,066,282 for the six months ended June 30, 2016. The 8% decrease in net sales is a result of a decrease in sales of our DC power systems to our largest telecommunications customer coupled with the overall reduction in sales prices of our DC power systems that took effect in March 2017. We have experienced revenue fluctuations on a month-to-month basis during the first six months of 2017, as compared to a steady growth in revenues during the same period in 2016. We continue to believe that sales volumes to our largest telecommunications customer will increase during the second half of 2017. During the first quarter of 2017, we were granted approved supplier status from two additional Tier 1 U.S. wireless carriers. One of the two carriers purchased its initial set of DC power systems during the three months ended June 30, 2017.

 

Cost of Sales. Cost of sales for the six months ended June 30, 2017 decreased 9% to $4,724,380, as compared to $5,177,297 during the same period in 2016. Cost of sales as a percentage of net sales remained constant at 64% of net sales in the six months ended June 30, 2017 as compared the same period in 2016.

 

Gross Profit. Our gross profit decreased 7%, or $204,631, for the six months ended June 30, 2017, as compared to the same period in 2016. The primary reason for the reduction in gross profit is attributed to the decrease in net sales. Our gross profit as a percentage of net sales remained constant at 36% for the six months ended June 30, 2017, as compared to the same period in 2016. We have made substantial improvements in our production facility during 2017 and we continue to believe that our gross profit margin as a percentage of net sales will improve to a range of 40%-45% in the second half of 2017, especially as the volume of sales increases. Our employee count as of June 30, 2017 was 106, a 36% increase over last year’s headcount of 78 on June 30, 2016.

 

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Research and Development Expenses. Our research and development expenses increased by 424% to $467,021 for the six months ended June 30, 2017, as compared to $89,134 for the same period in 2016. During the six months period ending June 30, 2017, we added more engineering staff to support our growing demands and new product developments. A substantial portion of this increase in research and development was attributed to the development of a new 15 kW horizontal DC power system, re-designing our Supra Controller to meet the latest standards in technology, and commencing the development of a new hybrid power system for international markets.

 

Sales and Marketing Expenses. Our sales and marketing expenses were $465,438 for the six months ended June 30, 2017, as compared to $182,194 for the same period in 2016. This represents an increase of 155%. During this period we established a presence on four continents with six new full time sales executives. We believe these initiatives lay the necessary foundation for long term financial performance and we expect to see sales from many of these regions during the latter part of 2017.

 

General and Administrative Expenses. General and administrative expenses for the six months ended June 30, 2017 increased 54% to $1,355,054, as compared to $879,191 for the same period in 2016. The increase in general and administrative expenses was primarily due to an increase in legal and accounting costs associated with our quarterly and annual financial reporting, not previously performed in the same period in 2016.

 

Depreciation and Amortization Expenses. Depreciation and amortization expense for the six months ended June 30, 2017 was $120,080, as compared to $96,580 for the same period in 2016. The increase in depreciation and amortization expense in 2017 is a result of purchasing machinery to improve our production facility and the acquisition of two service vehicles to support our field technicians. During the six months ended June 30, 2017 and June 30, 2016, $104,673 and $85,021, respectively, was included in the balance of cost of sales.

 

Interest Expense. Interest expense for the six months ended June 30, 2017 was $10,193, as compared to $63,791 for the same period in 2016. The reduction in our interest expense during the six months ended June 30, 2017 is a result of paying off our prior working capital line of credit in December 2016.

 

Income Tax. Our provision for income tax expense for the six months ended June 30, 2017 was $151,563, as compared to $730,144 for the same period in 2016. The decrease in income tax expense is directly attributable to a decrease in net income before taxes of $1,273,519 for the six months ended June 30, 2017.

 

Net Income. Our net income for the six months ended June 30, 2017 was $243,751, or $0.02 per basic and diluted share, as compared to $938,668, or $0.13 per basic and diluted share, for the same period in 2016.

 

Liquidity and Capital Resources

 

Sources of Liquidity

 

During the six months ended June 30, 2017, we funded our operations primarily from cash on hand and cash generated by our operations. As of June 30, 2017, our cash and cash equivalents had a balance of $15,051,845, as compared to $16,242,158 at December 31, 2016. The substantial balances of cash and cash equivalents at June 30, 2017 resulted primarily from the net proceeds of approximately $17.0 million from our initial public offering in December 2016.

 

On June 30, 2017 and December 31, 2016, our trade receivables totaled $1,712,488 and $4,403,946, respectively, of which $1,502,943 (88%) and $3,697,525 (94%), respectively, represented customer account balances of our largest telecommunications customer with 60-day payment terms. The decrease in trade receivables is associated with a decrease in sales to our largest customer in the three months ended June 30, 2017.

 

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Credit Facility

 

On March 21, 2017, we entered into a Credit Agreement and related documents with Citibank, N.A. for a revolving credit facility for an aggregate amount of up to $1,000,000. The credit facility will expire at such time the parties mutually agree to terminate the credit facility or at the election of the lender. Interest accrues on the principal amount of revolving loans outstanding under the credit facility at a rate equal to the greater of (i) the prime rate of interest as published by Citibank, or (ii) the one-month London Interbank Offered Rate plus 2.0%. Amounts outstanding from time to time under the credit facility are due and payable monthly in an amount equal to the greater of 2.0% of the outstanding principal balance or $100, plus accrued interest. Upon the termination of the credit facility, any amounts owed under the credit facility will be payable by us in 48 equal consecutive monthly installments of principal, together with accrued monthly interest and any other charges beginning the first calendar month after the date of cancellation. The credit facility is also subject to an annual finance charge of $2,500, which amount has been waived for the first year. The credit facility is secured by a Certificate of Deposit (restricted cash) account opened by us with Citibank in the amount of $1,000,000.

 

Our credit facility contains negative covenants prohibiting us from (i) creating or permitting to exist any liens, security interests or other encumbrances on our assets, (ii) engaging in any business activities substantially different than those in which we presently engage, (iii) ceasing operations, liquidating, merging, transferring, acquiring or consolidating with any other entity, changing our name, dissolving or transferring or selling collateral out of the ordinary course of business, or (iv) paying dividends on our capital stock (other than dividends payable in stock).

 

As of June 30, 2017, we had not borrowed any funds under the credit facility and thus had availability of $1,000,000.

 

Future Capital Requirements

 

We believe that our current and future available capital resources, revenues from operations and other sources of liquidity will enable us to fund our operating expenses and capital expenditure requirements for at least the next twelve months.

 

Cash Flow

 

The following table sets forth the significant sources and uses of cash for the six month periods set forth below:

 

   June 30,
2017
   June 30,
2016
 
   (Unaudited)   (Unaudited) 
Net Cash Provided by (Used In)          
Operating Activities  $(973,973)  $(283,010)
Investing Activities   (158,445)   (197,709)
Financing Activities   (57,895)   418,160 
Net decrease in cash  $(1,190,313)  $(62,559)

 

Operating Activities

 

Net cash used in operating activities for the six months ended June 30, 2017 was $973,973, as compared to net cash used of $283,010 for same period in 2016. This is an increase use of cash of $690,962, which was primarily due to the increase in income tax payments and a decrease in net sales which negatively affected our accounts receivable. In April 2017, we used $2,424,417 to pay $1,232,417 in taxes for the year ended December 2016 and $1,192,000 for an estimated tax payment for the quarter ending March 31, 2017.

 

Investing Activities

 

Net cash used in investing activities for the six months ended June 30, 2017 totaled $158,445, as compared to $197,709 for the same period in 2016, a decrease of $39,264. This decrease was primarily due to paying off a note payable on acquired technology of $90,000 during the six months ended June 2016, which did not exist in 2017.

 

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Financing Activities

 

Net cash used by financing activities totaled $57,895 for the six months ended June 30, 2017, as compared to a gain of $418,160 for the same period in 2016. This decrease was primarily due to closing a line of credit with our prior lender.

 

Backlog

 

As of June 30, 2017, we had a backlog of $1,685,114. The amount of backlog represents revenue that we anticipate recognizing in the future, as evidenced by purchase orders and other purchase commitments received from customers, but on which work has not yet been initiated or with respect to which work is currently in progress. Our backlog consists of 68% in purchases of our DC power systems by telecommunications customers, of which 67% is from our single largest telecommunications customer. In addition, our backlog includes 25% in purchases from military contractors and 7% from miscellaneous customers. We believe that the majority of this backlog will be shipped within the next six months. However, there can be no assurance that we will be successful in fulfilling such orders and commitments in a timely manner or that we will ultimately recognize as revenue the amounts reflected in our backlog.

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

ITEM 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our principal executive officer and principal financial officer have concluded that as of June 30, 2017, our disclosure controls and procedures were effective at the reasonable assurance level. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

Management’s Report on Internal Control Over Financial Reporting

 

This Quarterly Report on Form 10-Q does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s public accounting firm due to a transition period established by the rules of the SEC.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter or six months ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

ITEM 1. Legal Proceedings

 

From time to time, we may be involved in general commercial disputes arising in the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have material adverse effect on our business, prospects, financial condition or results of our operation.

 

ITEM 1A. Risk Factors

 

Before deciding to purchase, hold or sell our common stock, you should carefully consider the risks described below in addition to the other information contained in this Quarterly Report on Form 10-Q and in our other filings with the SEC, including subsequent reports on Forms 10-Q and 8-K. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. If any of these known or unknown risks or uncertainties actually occurs with material adverse effects on Polar Power, our business, financial condition, results of operations and/or liquidity could be seriously harmed. In that event, the market price for our common stock will likely decline, and you may lose all or part of your investment.

 

Risks Related to Our Business and Industry

 

We are dependent on a limited number of customers.

 

Currently, the majority of our revenues are derived from one customer. Revenues from our largest customer, Verizon Wireless, comprised 85% of our total revenues for the six months ended June 30, 2017 and 91% and 81% of our total revenues for the years ended December 31, 2016 and 2015, respectively. We expect this trend to continue until we receive orders from two Tier 1 telecommunications companies that granted us approved supplier status during the first quarter of 2017. An unfavorable change in our business relationship with Verizon Wireless, our inability to obtain purchase orders from our new Tier 1 telecommunications customers or delays in customer implementation and deployment of our products, could have a material adverse effect on results of operation and financial condition.

 

To date, we have derived substantially all of our revenue from sales of our DC base power systems to Verizon Wireless within the telecommunications market. Our efforts to expand our customer base, our product portfolio or markets within which we operate may not succeed, and may reduce our revenue growth rate.

 

To date, we have derived substantially all of our revenue from sales of our DC base power systems to Verizon Wireless within the telecommunications market. We were granted approved supplier status from two additional Tier 1 telecommunications customers in the first quarter of 2017. Any factor adversely affecting sales of these power systems to Verizon Wireless, our new Tier 1 telecommunications customers, or to other customers within this market, including market acceptance, product competition, performance and reliability, reputation, price competition and economic and market conditions, could adversely affect our business and results of operations. Our plan to invest in the development of higher capacity DC hybrid solar systems to address data centers and other applications within the telecommunications market may not result in an anticipated growth in sales and may reduce our revenue growth rate.

 

Many of our DC power systems involve long design and sales cycles, which could have an adverse impact on our results of operations and financial performance.

 

The design and sales cycle for our DC power systems, from initial contact with our potential customer to the shipments of our product, may be lengthy. Customers generally consider a wide range of factors before making a purchase decision. Prior to purchasing our products, our customers often require a significant technical review, tests and evaluations over long periods of time, assessments of competitive products and approval at a number of management levels within their organization. During the time our customers are evaluating our products, we may incur substantial sales and service, engineering and research and development expenses to customize our products to meet customer’s application needs. We may also expend significant management efforts, increase manufacturing capacity, order long-lead-time components or purchase significant amounts of components and other inventory prior to receiving an order. Even after this evaluation process, a potential customer may not purchase our products.

 

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The product development time before our customer agrees to purchase our DC power systems can be considerable. Our process for developing an integrated solution may require use of significant engineering resources, including design, prototyping, modeling, testing and application engineering. The length of this cycle is influenced by many factors, including the difficulty of the technical specification and complexity of the design and the customer’s procurement processes. A significant period may elapse between our investment of time and resources in designing and developing a product for our customer and revenue from sales of that product. The length of this process combined with unanticipated delays in the development cycle could materially affect results of operations and financial conditions.

 

We do not have long-term commitments for significant revenues with most of our customers and may be unable to retain existing customers, attract new customers or replace departing customers with new customers that can provide comparable revenues and profits.

 

Because we generally do not obtain firm, long-term volume purchase commitments from our customers, most of our sales are derived from individual purchase orders. Although we are an approved supplier to our telecommunications company customers, each company operates within multiple regions with each region having independent purchasing decision making. Each region has the ability to decide whether or not to purchase from Polar Power. Thus, we remain dependent upon securing new purchase orders from these customers in the future in order to sustain and grow our revenues. As a result, there is no assurance that our revenues and business will grow in the future. Our failure to maintain and expand our customer relationships could materially and adversely affect our business and results of operations.

 

The high concentration of our sales within the telecommunications market could result in a significant reduction in sales and negatively affect our profitability if demand for our DC power systems declines within this market.

 

We expect to be predominately focused on the manufacturing, marketing and sales of DC power systems to telecommunications companies for the foreseeable future. We may be unable to shift our business focus away from these activities. Accordingly, the emergence of new competing DC power products or lower-cost alternative technologies, including AC power systems, may reduce the demand for our products. A downturn in the demand for our DC power systems within the telecommunications market would likely materially and adversely affect our sales and profitability.

 

Any failure by management to properly manage our expected growth could have a material adverse effect on our business, operating results and financial condition.

 

We expect that we will continue to grow in the near future. The growth of our business will require significant investments of capital and management’s close attention. Our strategy envisions a period of growth that may impose a significant burden on our administrative, financial, and operational resources. If we experience difficulties in any of these areas, we may not be able to expand our business successfully or effectively manage our growth. Our ability to effectively manage our growth will require us to substantially expand the capabilities of our administrative and operational resources and to attract, train, manage and retain qualified management, engineers, and other personnel. We may be unable to do so. Further, our failure to properly manage our expected growth could have a material adverse effect on our ability to retain key personnel. In addition, our failure to successfully manage our growth could result in our sales not increasing commensurately with our capital investments. Any failure by management to manage growth and to respond to changes in our business could have a material adverse effect on our business, financial condition and results of operations.

 

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The markets within which we compete are highly competitive. Many of our competitors have greater financial and other resources than we do and one or more of these competitors could use their greater financial and other resources to gain market share at our expense.

 

If our business continues to develop as expected, we anticipate that we will continue to grow in the near future. Although we believe we have sufficient cash and cash equivalents to grow our business over the next twelve to twenty-four months, if, due to capital constraints or otherwise, we are unable to procure and timely fulfill our anticipated growing demand or future backlog, our customers and potential customers may decide to purchase from our competitors. Also, some of our larger competitors may be willing to reduce prices and accept lower margins in order to compete with us. In addition, we could face new competition from large international or domestic companies with established industrial brands and distribution networks that enter our end markets. Demand for our products may also be affected by our ability to respond to changes in design and functionality, to respond to downward pricing pressure as was the case during the first quarter of 2017 during which we reduced prices on our DC power systems, and to provide shorter lead times for our products than our competitors. If we are unable to respond successfully to these competitive pressures, we could lose market share, which could have an adverse impact on our results. We cannot assure that we will be able to compete successfully in our markets, or compete effectively against current and new competitors as our industry continues to evolve.

 

Rapid technological changes may prevent us from remaining current with our technological resources and maintaining competitive product and service offerings.

 

The markets in which we and our customers operate are characterized by rapid technological change, especially within the telecommunications market. Significant technological changes could render our existing and potential new products, services and technology obsolete. Our future success will depend, in large part, upon our ability to:

 

effectively identify and develop leading energy efficient technologies;

 

continue to develop our technical expertise;

 

enhance our current products and services with new, improved and competitive technology; and

 

respond to technological changes in a cost-effective and timely manner.

 

If we are unable to successfully respond to technological change or if we do not respond to it in a cost-effective and timely manner, then our business will be materially and adversely affected. We cannot assure you that we will be successful in responding to changing technology. In addition, technologies developed by others may render our products, services and technology uncompetitive or obsolete. Even if we do successfully respond to technological advances, the integration of new technology may require substantial time and expense, and we cannot assure you that we will succeed in adapting our products, services and technology in a timely and cost-effective manner.

 

If we are unable to continue to develop new and enhanced products and services that achieve market acceptance in a timely manner, our competitive position and operating results could be harmed.

 

Our future success will depend on our ability to continue to develop new and enhanced DC power systems and related products and services that achieve market acceptance in a timely and cost-effective manner. The markets in which we and our customers operate are characterized by frequent introductions of new and enhanced products and services, evolving industry standards and regulatory requirements, government incentives and changes in customer needs. The successful development and market acceptance of our products and services depends on a number of factors, including:

 

the changing requirements and preferences of the potential customers in our markets;

 

the accurate prediction of market requirements, including regulatory issues;

 

the timely completion and introduction of new products and services to avoid obsolescence;

 

the quality, price and performance of new products and services;

 

the availability, quality, price and performance of competing products and services;

 

our customer service and support capabilities and responsiveness;

 

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the successful development of our relationships with existing and potential customers; and

 

changes in industry standards.

 

We may experience financial or technical difficulties or limitations that could prevent us from introducing new or enhanced products or services. Furthermore, any of these new or enhanced products and services could contain problems that are discovered after they are introduced. We may need to significantly modify the design of these products and services to correct problems. Rapidly changing industry standards and customer preferences and requirements may impede market acceptance of our products and services.

 

Development and enhancement of our products and services will require significant additional investment and could strain our management, financial and operational resources. The lack of market acceptance of our products or services or our inability to generate sufficient revenues from this development or enhancements to offset their development costs could have a material adverse effect on our business. In addition, we may experience delays or other problems in releasing new products and services and enhancements, and any such delays or problems may cause customers to forego purchases of our products and services and to purchase those of our competitors.

 

We cannot provide assurance that products and services that we have recently developed or that we develop in the future will achieve market acceptance. If our new products and services fail to achieve market acceptance, or if we fail to develop new or enhanced products and services that achieve market acceptance, our growth prospects, operating results and competitive position could be adversely affected.

 

We are dependent on relationships with our key material suppliers, and the partial or complete loss of one of these key suppliers, or the failure to find replacement suppliers or manufacturers in a timely manner, could adversely affect our business.

 

We have established relationships with third party engine suppliers and other key suppliers from which we source components for our power systems. We purchase standard configurations of engines for our DC power systems and are substantially dependent on timely supply from our two key engine suppliers, Yanmar Engines Company and Kubota Corporation. Purchases from Yanmar and Kubota represented 47% and 26% of our total cost of sales for the three months ended June 30, 2017, respectively, and 49% and 26% of our total cost of sales for the six months ended June 30, 2016, respectively. We do not have any long-term contracts or commitments with any of these suppliers. If any of these engine suppliers were to fail to provide emissions certified engines in a timely manner or fail to supply engines that meet our quality, quantity or cost requirements, or were to discontinue manufacturing any engines we source from them or discontinue providing any of these engines to us, and we were unable to obtain substitute sources in a timely manner or on terms acceptable to us, our ability to manufacture our products could be materially adversely affected.

 

Price increases in some of the key components in our DC power systems could materially and adversely affect our operating results and cash flows.

 

The prices of some of the key components of our DC power systems are subject to fluctuation due to market forces beyond our control, including changes in the costs of raw materials incorporated into these components. Such price increases occur from time to time due to spot shortages of commodities, increases in labor costs or longer-term shortages due to market forces. In particular, the prices of engines can fluctuate frequently and often significantly. We do not have any long term contracts or commitments with our two key engine suppliers. Substantial increases in the prices of raw materials used in components which we source from our suppliers may result in increased prices charged by our suppliers. If we incur price increases from our suppliers for key components in our DC power systems, our production costs will increase. Given competitive market conditions, we may not be able to pass all or any of those cost increases on to our OEM customers in the form of higher sales prices. To the extent our competitors do not suffer comparable component cost increases, we may have even greater difficulty passing along price increases and our competitive position may be harmed. As a result, increases in costs of key components may adversely affect our margins and otherwise adversely affect our operating results and cash flows.

 

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A portion of our key components are sourced in foreign countries, exposing us to additional risks that may not exist in the U.S.

 

A portion of our key components, such as engines, magnets and cooling systems, are purchased from suppliers located overseas, primarily in Asia. Our international sourcing subjects us to a number of potential risks in addition to the risks associated with third-party sourcing generally. These risks include:

 

inflation or changes in political and economic conditions;

 

unstable regulatory environments;

 

changes in import and export duties;

 

currency rate fluctuations;

 

trade restrictions;

 

labor unrest;

 

logistical and communications challenges; and

 

other restraints and burdensome taxes.

 

These factors may have an adverse effect on our ability to source our purchased components overseas. In particular, if the U.S. dollar were to depreciate significantly against the currencies in which we purchase raw materials from foreign suppliers, our cost of goods sold could increase materially, which would adversely affect our results of operations.

 

The unavailability or shortage, or increase in the cost, of raw materials and components could have an adverse effect on our sales and profitability.

 

Our operations require raw materials, such as aluminum, copper and permanent magnets. Commodities such as aluminum and copper are known to have significant price volatility based on global economic conditions. An increase in global economic outlook may result in significant price increases in the cost of our raw materials. In addition, we use Neodymium permanent magnets in our alternators, for which there are a limited number of global suppliers that can meet our standards. Increase in manufacturing of electric vehicles worldwide can have adverse effect on cost or supply of these magnets. At our current production volumes we are unable to secure large quantities of these commodities at fixed prices; however we do have multiple sources of supply for our raw materials to meet our near term forecasted needs.

 

Various factors could reduce the availability of raw materials and components and shortages may occur from time to time in the future. An increase in lead times for the supply of raw materials due to a global increase in demand for commodities outlined may significantly increase material costs of our products. If production was interrupted due to unavailability or shortage of raw materials and we were not able to find alternate third-party suppliers or re-engineer our products to accommodate different components or materials, we could experience disruptions in manufacturing and operations including product shortages, higher freight costs and re-engineering costs. If our supply of raw materials or components is disrupted or our lead times extended, our business, results of operations or financial condition could be materially adversely affected.

 

We manufacture and assemble a majority of our products at one facility. Any prolonged disruption in the operations of this facility would result in a decline in our sales and profitability.

 

We manufacture and assemble our DC power systems at our facility located in Gardena, California. Any prolonged disruption in the operations of our manufacturing and assembly facility, whether due to equipment or information technology infrastructure failure, labor difficulties, destruction of or damage to this facility as a result of an earthquake, fire, flood, other catastrophes, and other operational problems would result in a decline in our sales and profitability. In the event of a business interruption at our facility, we may be unable to shift manufacturing and assembly capabilities to alternate locations, accept materials from suppliers or meet customer shipment needs, among other severe consequences. Such an event could have a material and adverse impact on our financial condition and results of our operations.

 

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Our business operations are subject to substantial government regulation.

 

Our business operations are subject to certain federal, state, local and foreign laws and regulations. For example, our products, services and technologies are subject to regulations relating to building codes, public safety, electrical connections, security protocols, and local and state licensing requirements. The regulations to which we are subject may change, additional regulations may be imposed, or existing regulations may be applied in a manner that creates special requirements for the implementation and operation of our products or services that may significantly impact or even eliminate some of our revenues or markets. In addition, we may incur material costs or liabilities in complying with any such regulations. Furthermore, some of our customers must comply with numerous laws and regulations, which may affect their willingness and ability to purchase our products, services and technologies.

 

The modification of existing laws and regulations or interpretations thereof or the adoption of future laws and regulations could adversely affect our business, cause us to modify or alter our methods of operations and increase our costs and the price of our products, services and technology. In addition, we cannot provide any assurance that we will be able, for financial or other reasons, to comply with all applicable laws and regulations. If we fail to comply with these laws and regulations, we could become subject to substantial penalties or restrictions that could materially and adversely affect our business.

 

Certain of our products are used in critical communications networks which may subject us to significant liability claims.

 

Because certain of our products for customers in the telecommunications industry are used in critical communications networks, we may be subject to significant liability claims if our products do not work properly. We warrant to our current customers that our products will operate in accordance with our product specifications. If our products fail to conform to these specifications, our customers could require us to remedy the failure or could assert claims for damages. The provisions in our agreements with customers that are intended to limit our exposure to liability claims may not preclude all potential claims. In addition, any insurance policies we have may not adequately limit our exposure with respect to such claims. Liability claims could require us to spend significant time and money in litigation or to pay significant damages. Any such claims, whether or not successful, would be costly and time-consuming to defend, and could divert management’s attention and seriously damage our reputation and our business.

 

We could be adversely affected by our failure to comply with the laws applicable to our foreign activities, including the U.S. Foreign Corrupt Practices Act and other similar worldwide anti-bribery laws.

 

The U.S. Foreign Corrupt Practices Act, or the FCPA, and similar anti-bribery laws in other jurisdictions prohibit U.S.-based companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. We may pursue opportunities in certain parts of the world that experience government corruption, and in certain circumstances, compliance with anti-bribery laws may conflict with local customs and practices. Our policies mandate compliance with all applicable anti-bribery laws. Further, we require our partners, subcontractors, agents and others who work for us or on our behalf to comply with the FCPA and other anti-bribery laws. Although we have policies and procedures, and have conducted training, designed to ensure that we, our employees, our agents and others who work with us in foreign countries comply with the FCPA and other anti-bribery laws, there is no assurance that such policies, procedures or training will protect us against liability under the FCPA or other laws for actions taken by our agents, employees and intermediaries. If we are found to be liable for FCPA violations (either due to our own acts or inadvertence, or due to the acts or inadvertence of others), we could suffer from severe criminal or civil penalties or other sanctions, which could have a material adverse effect on our reputation, business, results of operations or cash flows. In addition, detecting, investigating and resolving actual or alleged FCPA violations is expensive and could consume significant time and attention of our senior management.

 

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We are exposed to risks related to our international sales, and the failure to manage these risks could harm our business. If we fail to expand our business into international markets, our revenues and results of operations may be adversely affected.

 

In addition to our sales to customers within the U.S., we may become increasingly dependent on sales to customers outside the U.S. as we pursue expanding our business with customers in, without limitation, Australia, Singapore, India, Africa and Latin America. International sales in the three month periods ending June 30, 2017 and June 30, 2016, accounted for 2.0% and 1.0% of total revenue, respectively. During 2016 and 2015, our sales to international customers accounted for 0% and 2%, respectively, of total revenue. We expect that a significant portion of our future international sales will be from less developed or developing countries. As a result, the occurrence of any international, political, economic or geographic event could result in a significant decline in revenue. In addition, compliance with complex foreign and U.S. laws and regulations that apply to our international operations increases our cost of doing business in international jurisdictions. These numerous and sometimes conflicting laws and regulations include internal control and disclosure rules, data privacy and filtering requirements, anti-corruption laws, such as the FCPA, and other local laws prohibiting corrupt payments to governmental officials, and anti-competition regulations, among others. Violations of these laws and regulations could result in fines and penalties, criminal sanctions against us, our officers, or our employees, prohibitions on the conduct of our business and on our ability to offer our products and services in one or more countries, and could also materially affect our brand, our international expansion efforts, our ability to attract and retain employees, our business, and our operating results. Although we have implemented policies and procedures designed to ensure compliance with these laws and regulations, there can be no assurance that our employees, contractors, or agents will not violate our policies.

 

Some of the risks and challenges of doing business internationally include:

 

requirements or preferences for domestic products or solutions, which could reduce demand for our products;

 

unexpected changes in regulatory requirements;

 

imposition of tariffs and other barriers and restrictions;

 

restrictions on the import or export of critical technology;

 

management communication and integration problems resulting from cultural and geographic dispersion;

 

the burden of complying with a variety of laws and regulations in various countries;

 

difficulties in enforcing contracts;

 

the uncertainty of protection for intellectual property rights in some countries;

 

application of the income tax laws and regulations of multiple jurisdictions, including relatively low-rate and relatively high-rate jurisdictions, to our sales and other transactions, which results in additional complexity and uncertainty;

 

tariffs and trade barriers, export regulations and other regulatory and contractual limitations on our ability to sell products;

 

greater risk of a failure of foreign employees to comply with both U.S. and foreign laws, including export and antitrust regulations, the FCPA and any trade regulations ensuring fair trade practices;

 

heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, or irregularities in, financial statements;

 

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potentially adverse tax consequences, including multiple and possibly overlapping tax structures;

 

general economic and geopolitical conditions, including war and acts of terrorism;

 

lack of the availability of qualified third-party financing; and

 

currency exchange controls.

 

While these factors and the impacts of these factors are difficult to predict, any one or more of them could adversely affect our business, financial condition and results of operations in the future.

 

Failures or security breaches of our networks or information technology systems could have an adverse effect on our business.

 

We rely heavily on information technology, or IT, both in our products and services for customers and in our IT systems. Further, we collect and store sensitive information in our data centers and on our networks. Government agencies and security experts have warned about growing risks of hackers, cyber-criminals, malicious insiders and other actors targeting confidential information and all types of IT systems. These actors may engage in fraudulent activities, theft of confidential or proprietary information and sabotage.

 

Our IT systems and our confidential information may be vulnerable to damage or intrusion from a variety of attacks including computer viruses, worms or other malicious software programs. These attacks pose a risk to the security of the products, systems and networks of our customers, suppliers and third-party service providers, as well to the confidentiality of our information and the integrity and availability of our data. While we attempt to mitigate these risks through controls, due diligence, training, surveillance and other measures, we remain vulnerable to information security threats.

 

Despite the precautions we take, an intrusion or infection of our systems could result in the disruption of our business, loss of proprietary or confidential information, or injuries to people or property. Similarly, an attack on our IT systems could result in theft or disclosure of trade secrets or other intellectual property or a breach of confidential customer or employee information. Any such events could have an adverse impact on sales, harm our reputation and cause us to incur legal liability and increased costs to address such events and related security concerns. As the threats evolve and become more potent, we may incur additional costs to secure the products that we sell, as well as our data and infrastructure of networks and devices.

 

Ongoing adverse economic conditions, including weak or deteriorating business and market conditions and volatile and uncertain financial and capital markets, or significant downturns in the markets in which we operate, could materially and adversely affect our business and financial results in future periods.

 

The U.S. and world economies continue to suffer from uncertainty, volatility, disruption and other adverse conditions, and those conditions continue to adversely impact the business community and the financial markets. There is no assurance when or the extent to which these economic and business conditions will improve in the future. These adverse economic and financial market conditions may negatively affect our customers and our markets, and thus negatively impact our business and results of operations. For example, weak market conditions could extend the length of our sales cycle and cause potential customers to delay, defer or decline to make purchases of our products and services due to uncertainties surrounding the future performance of their businesses, limitations on their capital expenditures due to internal budget constraints, the inability to obtain financing in the capital markets, and the adverse effects of the economy on their business and financial condition. As a result, if economic and financial market conditions continue to be weak or even deteriorate, then our business, financial condition and results of operations, including our ability to grow and expand our business and operations, could be materially and adversely affected.

 

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Risks Related to Our Intellectual Property

 

If we fail to adequately protect our intellectual property rights, we could lose important proprietary technology, which could materially and adversely affect our business.

 

Our success and ability to compete depends, in substantial part, upon our ability to develop and protect our proprietary technology and intellectual property rights to distinguish our products, services and technology from those of our competitors. The unauthorized use of our intellectual property rights and proprietary technology by others could materially harm our business.

 

Historically, we have relied primarily on a combination of trademark, copyright and trade secret laws, along with non-competition and confidentiality agreements, contractual provisions, licensing arrangements and proprietary software and manufacturing processes, to establish and protect our intellectual property rights. Although we hold several unregistered copyrights in our business, we believe that the success of our business depends more upon our proprietary technology, information, processes and know-how than on patents or trademark registrations. In addition, much of our proprietary information and technology may not be patentable; if we decided to apply for patents and/or trademarks in the future, we might not be successful in obtaining any such future patents or in registering any marks.

 

Despite our efforts to protect our intellectual property rights, existing laws afford only limited protection, and our actions may be inadequate to protect our rights or to prevent others from claiming violations of their proprietary rights. Unauthorized third parties may attempt to copy, reverse engineer or otherwise obtain, use or exploit aspects of our products and services, develop similar technology independently, or otherwise obtain and use information that we regard as proprietary. We cannot assure you that our competitors will not independently develop technology similar or superior to our technology or design around our intellectual property. In addition, the laws of some foreign countries may not protect our proprietary rights as fully or in the same manner as the laws of the U.S.

 

We may need to resort to litigation to enforce our intellectual property rights, to protect our trade secrets, and to determine the validity and scope of other companies’ proprietary rights in the future. However, litigation could result in significant costs and in the diversion of management and financial resources. We cannot assure you that any such litigation will be successful or that we will prevail over counterclaims against us. Our failure to protect any of our important intellectual property rights or any litigation that we resort to in order to enforce those rights could materially and adversely affect our business.

 

If we face claims of intellectual property infringement by third parties, we could encounter expensive litigation, be liable for significant damages or incur restrictions on our ability to sell our products and services.

 

Although we are not aware of any present infringement of our products, services or technology on the intellectual property rights of others, we cannot be certain that our products, services and technologies do not or in the future will not infringe on the valid intellectual property rights held by third parties. In addition, we cannot assure you that third parties will not claim that we have infringed their intellectual property rights.

 

In recent years, there has been a significant amount of litigation in the U.S. involving patents and other intellectual property rights. In the future, we may be a party to litigation as a result of an alleged infringement of others’ intellectual property. Successful infringement claims against us could result in substantial monetary liability, require us to enter into royalty or licensing arrangements, or otherwise materially disrupt the conduct of our business. In addition, even if we prevail on these claims, this litigation could be time-consuming and expensive to defend or settle, and could result in the diversion of our time and attention and of operational resources, which could materially and adversely affect our business. Any potential intellectual property litigation also could force us to do one or more of the following:

 

stop selling, incorporating or using our products and services that use the infringed intellectual property;

 

obtain from the owner of the infringed intellectual property right a license to sell or use the relevant technology, which license may not be available on commercially reasonable terms, or at all; or

 

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redesign the products and services that use the technology.

 

If we are forced to take any of these actions, our business may be seriously harmed. Although we carry general liability insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed.

 

Risks Related to Our Common Stock

 

Our operating results can fluctuate significantly from period to period, which makes our operating results difficult to predict and can cause our operating results in any particular period to be less than comparable periods and expectations from time to time.

 

Our operating results have fluctuated significantly from quarter-to-quarter, period-to-period and year-to-year during our operating history and are likely to continue to fluctuate in the future due to a variety of factors, many of which are outside of our control. Certain factors that may affect our operating results include, without limitation, those set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Critical Accounting Policies” in this Quarterly Report on Form 10-Q.

 

Because we have little or no control over many of these factors, our operating results are difficult to predict. Any adverse change in any of these factors could negatively affect our business and results of operations.

 

Our revenues, net income and other operating results are heavily dependent upon the size and timing of customer orders and projects, and the timing of the completion of those projects. The timing of our receipt of large individual orders, and of project completion, is difficult for us to predict. Because our operating expenses are based on anticipated revenues over the mid- and long-term and because a high percentage of our operating expenses are relatively fixed, a shortfall or delay in recognizing revenues can cause our operating results to vary significantly from quarter-to-quarter and can result in significant operating losses or declines in profit margins in any particular quarter. If our revenues fall below our expectations in any particular quarter, we may not be able, or it may not be prudent for us, to reduce our expenses rapidly in response to the revenue shortfall, which can result in us suffering significant operating losses or declines in profit margins in that quarter.

 

Due to these factors and the other risks discussed in this Quarterly Report on Form 10-Q, you should not rely on quarter-to-quarter, period-to-period or year-to-year comparisons of our results of operations as an indication of our future performance. Quarterly, period and annual comparisons of our operating results are not necessarily meaningful or indicative of future performance. As a result, it is likely that, from time to time, our results of operations or our revenue backlog could fall below historical levels or the expectations of public market analysts and investors, which could cause the trading price of our common stock to decline significantly.

 

Our Chairman, President and Chief Executive Officer owns a majority of our common stock and will exercise significant influence over matters requiring stockholder approval, regardless of the wishes of other stockholders.

 

Our Chairman, President, Chief Executive Officer and Secretary, Arthur D. Sams, beneficially owns approximately 55% of our outstanding shares of common stock. Mr. Sams therefore has significant influence over management and significant control over matters requiring stockholder approval, including the annual election of directors and significant corporate transactions, such as a merger or other sale of our company or our assets, for the foreseeable future. This concentrated control will limit stockholders’ ability to influence corporate matters and, as a result, we may take actions that our stockholders do not view as beneficial. As a result, the market price of our common stock could be adversely affected.

 

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We are a “controlled company” within the meaning of the NASDAQ Listing Rules. Although we do not currently intend to rely on the exemptions from certain corporate governance requirements afforded to a “controlled company” under NASDAQ Listing Rules, we could potentially seek to rely on such exemptions in the future.

 

Our Chairman, President, Chief Executive Officer and Secretary, Arthur D. Sams, controls a majority of our common stock. As a result, we are a “controlled company” within the meaning of the NASDAQ Listing Rules. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain NASDAQ corporate governance requirements, including, without limitation (i) the requirement that a majority of the board of directors consist of independent directors, (ii) the requirement that the compensation of our officers be determined or recommended to our board of directors by a compensation committee that is comprised solely of independent directors, and (iii) the requirement that director nominees be selected or recommended to the board of directors by a majority of independent directors or a nominating committee comprised solely of independent directors. We do not currently intend to rely on those exemptions afforded to a “controlled company.” Nonetheless, in the future, we could potentially seek to rely on certain of those exemptions afforded to a “controlled company,” and in such case, you would not have the same protections afforded to stockholders of companies that are subject to all of the NASDAQ corporate governance requirements.

 

The price of our shares of common stock is volatile, and you could lose all or part of your investment.

 

The trading price of our shares of common stock is volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume. In addition to the factors discussed in the “Risk Factors” section and elsewhere in this Quarterly Report on Form 10-Q, these factors include, without limitation:

 

competition from existing technologies and products or new technologies and products that may emerge;

 

a significant reduction in sales from our largest customers, including Verizon Wireless;

 

actual or anticipated variations in our quarterly operating results;

 

failure to meet the estimates and projections of the investment community or that we may otherwise provide to the public;

 

our cash position;

 

announcement or expectation of additional financing efforts;

 

issuances of debt or equity securities;

 

our inability to successfully enter new markets or develop additional products;

 

actual or anticipated fluctuations in our competitors’ operating results or changes in their respective growth rates;

 

sales of our shares of common stock by us, or our stockholders in the future;

 

trading volume of our shares of common stock on The NASDAQ Capital Market;

 

market conditions in our industry;

 

overall performance of the equity markets and general political and economic conditions;

 

introduction of new products or services by us or our competitors;

 

additions or departures of key management, engineering or other personnel;

 

publication of research reports about us or our industry or positive or negative recommendations or withdrawal of research coverage by securities or industry analysts;

 

changes in the market valuation of similar companies;

 

disputes or other developments related to intellectual property and other proprietary rights;

 

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changes in accounting practices;

 

significant lawsuits, including stockholder litigation; and

 

other events or factors, many of which are beyond our control.

 

Furthermore, the public equity markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of our shares of common stock.

 

We do not anticipate paying cash dividends, and accordingly, stockholders must rely on stock appreciation for any return on their investment.

 

We have never declared or paid cash dividends on our capital stock. We intend to retain a significant portion of our future earnings, if any, to finance the operations, development and growth of our business. Any future determination to declare dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant. As a result, only appreciation of the price of our common stock, which may never occur, will provide a return to stockholders.

 

If securities or industry analysts do not publish research or reports, or publish inaccurate or unfavorable research or reports about our business, our share price and trading volume could decline.

 

The trading market for our shares of common stock depends, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If no securities or industry analysts undertake coverage of our company, the trading price for our shares of common stock may be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our shares of common stock, changes their opinion of our shares or publishes inaccurate or unfavorable research about our business, our share price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our shares of common stock could decrease and we could lose visibility in the financial markets, which could cause our share price and trading volume to decline.

 

A significant portion of our total outstanding shares of common stock is restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

 

Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock. As of August 8, 2017, our Chairman, President, Chief Executive Officer and Secretary, Arthur D. Sams, beneficially owned approximately 55% of our outstanding common stock. If Mr. Sams were to sell a substantial portion of the shares he holds, our stock price could decline as a result of such sale. As of August 8, 2017, approximately 6,726,960 shares of common stock, including the 5,578,176 shares held by Mr. Sams, are subject to a lock-up agreement with our underwriters which expires on December 7, 2017.

 

We registered, on a Form S-8, 1,754,385 shares of common stock that we may issue under our 2016 Omnibus Incentive Plan, or the 2016 Plan. These shares of common stock can be freely sold in the public market upon issuance and once vested.

 

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We are not subject to the provisions of Section 203 of the Delaware General Corporation Law, which could negatively affect your investment.

 

We elected in our certificate of incorporation to not be subject to the provisions of Section 203 of the Delaware General Corporation Law, or Section 203. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns (or, in certain cases, within three years prior, did own) 15% or more of the corporation’s voting stock. Our decision not to be subject to Section 203 will allow, for example, Arthur D. Sams, our Chairman, President, Chief Executive Officer and Secretary (who beneficially owns approximately 55% of our common stock) to transfer shares in excess of 15% of our voting stock to a third-party free of the restrictions imposed by Section 203. This may make us more vulnerable to takeovers that are completed without the approval of our board of directors and/or without giving us the ability to prohibit or delay such takeovers as effectively.

 

Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.

 

Provisions in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders. These provisions include:

 

a requirement that special meetings of stockholders be called only by the board of directors, the president or the chief executive officer;

 

advance notice requirements for stockholder proposals and nominations for election to our board of directors; and

 

the authority of the board of directors to issue preferred stock on terms determined by the board of directors without stockholder approval and which preferred stock may include rights superior to the rights of the holders of common stock.

 

These anti-takeover provisions and other provisions in our certificate of incorporation and bylaws could make it more difficult for stockholders or potential acquirers to obtain control of our board of directors or initiate actions that are opposed by the then-current board of directors and could also delay or impede a merger, tender offer or proxy contest involving our Company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing or cause us to take other corporate actions you desire. Any delay or prevention of a change of control transaction or changes in our board of directors could cause the market price of our common stock to decline.

 

Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

 

Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws, or (iv) any action asserting a claim against us governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the provisions of certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

 

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We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our shares of common stock less attractive to investors.

 

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in this report, our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our shares of common stock held by non-affiliates exceeds $700 million as of any June 30 before that time or if we have total annual gross revenue of $1.0 billion or more during any fiscal year before that time, in which cases we would no longer be an emerging growth company as of the following December 31, or if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time, in which case we would no longer be an emerging growth company immediately. We cannot predict if investors will find our shares of common stock less attractive because we may rely on these exemptions. If some investors find our shares of common stock less attractive as a result, there may be a less active trading market for our shares of common stock and our share price may be more volatile.

 

Under the JOBS Act, emerging growth companies also can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

 

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.

 

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act, or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

 

We are required to disclose changes made in our internal controls and procedures on a quarterly basis and our management is required to assess the effectiveness of these controls annually. However, for as long as we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404. We could be an “emerging growth company” for up to five years. An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation.

 

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We incur significant costs as a result of operating as a public company and our management expects to devote substantial time to public company compliance programs.

 

As a public company, we incur significant legal, accounting and other expenses due to our compliance with regulations and disclosure obligations applicable to us, including compliance with the Sarbanes-Oxley Act as well as rules implemented by the SEC and NASDAQ. The SEC and other regulators have continued to adopt new rules and regulations and make additional changes to existing regulations that require our compliance. In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was enacted. There are significant corporate governance and executive compensation related provisions in the Dodd-Frank Act that have required the SEC to adopt additional rules and regulations in these areas. Stockholder activism, the current political environment, and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact, in ways we cannot currently anticipate, the manner in which we operate our business. Our management and other personnel devote a substantial amount of time to these compliance programs and monitoring of public company reporting obligations and, as a result of the new corporate governance and executive compensation related rules, regulations, and guidelines prompted by the Dodd-Frank Act and further regulations and disclosure obligations expected in the future, we will likely need to devote additional time and costs to comply with such compliance programs and rules. These rules and regulations cause us to incur significant legal and financial compliance costs and make some activities more time-consuming and costly.

 

To comply with the requirements of being a public company, we may need to undertake various activities, including implementing new internal controls and procedures and hiring new accounting or internal audit staff. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act, is accumulated and communicated to our principal executive and financial officers. Our current controls and any new controls that we develop may become inadequate and weaknesses in our internal control over financial reporting may be discovered in the future.

 

Any failure to develop or maintain effective controls could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting which we may be required to include in our periodic reports we will file with the SEC under Section 404 of the Sarbanes-Oxley Act, harm our operating results, cause us to fail to meet our reporting obligations, or result in a restatement of our prior period financial statements. In the event that we are not able to demonstrate compliance with the Sarbanes-Oxley Act, that our internal control over financial reporting is perceived as inadequate or that we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and the price of our common stock could decline. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on The NASDAQ Capital Market.

 

We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act, and are therefore not yet required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. However, we are required to comply with certain of these rules, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our next annual report. This assessment will need to include the disclosure of any material weaknesses in our internal control over financial reporting identified by our management or our independent registered public accounting firm. We are just beginning the costly and challenging process of compiling the system and processing documentation needed to comply with such requirements. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective.

 

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Raising additional capital, including through future sales and issuances of our common stock, the exercise of warrants or the exercise of rights to purchase common stock pursuant to our equity incentive plan could result in additional dilution of the percentage ownership of our stockholders, could cause our share price to fall and could restrict our operations.

 

We expect that significant additional capital will be needed in the future to continue our planned operations, including any potential acquisitions, purchasing of capital equipment, hiring new personnel, and continuing activities as an operating public company. To the extent we seek additional capital through a combination of public and private equity offerings and debt financings, our stockholders may experience substantial dilution. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our existing stockholders may be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt and receivables financings may be coupled with an equity component, such as warrants to purchase shares of our common stock, which could also result in dilution of our existing stockholders’ ownership. The incurrence of indebtedness would result in increased fixed payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional debt and other operating restrictions that could adversely impact our ability to conduct our business. A failure to obtain adequate funds may cause us to curtail certain operational activities, including sales and marketing, in order to reduce costs and sustain the business, and would have a material adverse effect on our business and financial condition.

 

Under our 2016 Plan, we may grant equity awards covering up to 1,754,385 shares of our common stock. As of June 30, 2017, we had not granted any options to purchase shares of common stock under the 2016 Plan or otherwise. We have registered 1,754,385 shares of common stock available for issuance under our 2016 Plan. Sales of shares issued upon exercise of options or granted under our 2016 Plan may result in material dilution to our existing stockholders, which could cause our share price to fall.

 

Our issuance of shares of preferred stock could adversely affect the market value of our common stock, dilute the voting power of common stockholders and delay or prevent a change of control.

 

Our board of directors has the authority to cause us to issue, without any further vote or action by the stockholders, up to 5,000,000 shares of preferred stock in one or more series, to designate the number of shares constituting any series, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series.

 

The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. For example, investors in the common stock may not wish to purchase common stock at a price above the conversion price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase common stock at the lower conversion price causing economic dilution to the holders of common stock.

 

Further, the issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of our other classes of voting stock either by diluting the voting power of our other classes of voting stock if they vote together as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote even if the action were approved by the holders of our other classes of voting stock. The issuance of shares of preferred stock may also have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders, even where stockholders are offered a premium for their shares.

 

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Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

 

Our certificate of incorporation and bylaws provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. In addition, as permitted by Section 145 of the Delaware General Corporation Law, our bylaws and the indemnification agreements that we have entered into with our directors and officers provide that:

 

We will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

 

We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.

 

We are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

 

We will not be obligated pursuant to our bylaws to indemnify a person with respect to proceedings initiated by that person against us or our other indemnitees, except with respect to proceedings authorized by our board of directors or brought to enforce a right to indemnification.

 

The rights conferred in our bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons.

 

We may not retroactively amend our bylaw provisions to reduce our indemnification obligations to directors, officers, employees and agents.

 

To the extent that a claim for indemnification is brought by any of our directors or officers, it would reduce the amount of funds available for use in our business.

 

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

 

None.

 

ITEM 3. Defaults Upon Senior Securities

 

Not applicable.

 

ITEM 4. Mine Safety Disclosure.

 

Not applicable.

 

ITEM 5. Other Information

 

None.

 

ITEM 6. Exhibits

 

Reference is made to the exhibits listed on the Index to Exhibits.

 

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INDEX TO EXHIBITS

 

Exhibit
Number
Description
   
31.1 Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
31.2 Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
101.INS XBRL Instance Document
   
101.SCH XBRL Taxonomy Extension Schema
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase
   
101.DEF XBRL Taxonomy Extension Definition Linkbase
   
101.LAB XBRL Taxonomy Extension Label Linkbase
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: August 14, 2017

POLAR POWER, INC.

   
  By: /s/ Arthur D. Sams
    Arthur D. Sams
    President, Chief Executive Officer and Secretary