10-K 1 c449-20160331x10k.htm 10-K uqm_Current_Folio_10K

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K


 

 

 

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended March 31, 2016

 

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 1-10869

 

UQM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


 

 

 

 

Colorado

 

84-0579156

(State or other jurisdiction

 

(I.R.S. Employer

of incorporation or organization)

 

Identification No.)

4120 Specialty Place, Longmont, Colorado

 

80504

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (303) 682-4900

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

 

 

 

 

 

Name of each exchange on which registered

Title of each class

 

NYSE MKT

Common Stock

 

 

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes  [  ]   No  [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.   Yes  [  ]   No  [X]

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X]   No  [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  [X]  No  [  ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    [  ]

 

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

 

 

 

 

 

[  ]  Large accelerated filer

[  ]  Accelerated filer

[]  Non-accelerated filer

[X ]  Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). (Do not check if a smaller reporting company) Yes  [  ]   No  [X]

 

The aggregate market value of the registrant’s common stock (“Common Stock”) held by non-affiliates as of September 30, 2015, based on the closing price of the Common Stock as reported by the NYSE MKT on such date was approximately $25,838,504. As of June 5, 2016, there were 48,436,196 shares of the registrant’s Common Stock outstanding.

 

 

 

DOCUMENTS INCORPORATED BY REFERENCE

Document

Parts Into Which Incorporated

Portions of the Proxy Statement for the 2016 Annual

Part III

Meeting of Shareholders.

 

 

 

 

 


 

 

Table of Contents

 

 

 

 

 

 

PART I 

 

    

1

 

 

 

 

 

 

Item 1. 

Business

 

 

 

 

 

 

 

Item 1A. 

Risk Factors

 

 

 

 

 

 

 

Item 1B. 

Unresolved Staff Comments

 

13 

 

 

 

 

 

 

Item 2. 

Properties

 

13 

 

 

 

 

 

 

Item 3. 

Legal Proceedings

 

14 

 

 

 

 

 

 

Item 4. 

Mine Safety Disclosure

 

14 

 

 

 

 

 

 

PART II 

 

 

14 

 

 

 

 

 

 

Item 5. 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities

 

14 

 

 

 

 

 

 

Item 6. 

Selected Financial Data

 

16 

 

 

 

 

 

 

Item 7. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

17 

 

 

 

 

 

 

Item 7A. 

Quantitative and Qualitative Disclosures About Market Risk

 

24 

 

 

 

 

 

 

Item 8. 

Financial Statements and Supplementary Data

 

25 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm- Hein & Associates LLP

 

25 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm- Grant Thornton LLP

 

26 

 

 

 

 

 

 

 

Consolidated Balance Sheets as of March 31, 2016 and March 31, 2015

 

27 

 

 

 

 

 

 

 

Consolidated Statements of Operations for the Fiscal Years ended March 31, 2016, 2015 and 2014

 

29 

 

 

 

 

 

 

 

Consolidated Statements of Stockholders’ Equity for the Fiscal Years ended March 31, 2016, 2015 and 2014

 

30 

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the Fiscal Years ended March 31, 2016, 2015 and 2014

 

31 

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements

 

32 

 

 

 

 

 

 

Item 9. 

Change In and Disagreements with Independent Accountants on Accounting and Financial Disclosure

 

47 

 

 

 

 

 

 

Item 9A. 

Controls and Procedures

 

47 

 

 

 

 

 

 

Item 9B. 

Other Information

 

48 

 

 

 

 

 

 

PART III 

 

 

49 

 

 

 

 

 

 

Item 10. 

Directors, Executive Officers and Corporate Governance

 

49 

 

 

 

 

 

 

Item 11. 

Executive Compensation

 

49 

 

 

 

 

 

 

Item 12. 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

49 

 

 

 

 

 

 

Item 13. 

Certain Relationships and Related Transactions and Director Independence

 

49 

 

 

 

 

 

 

Item 14. 

Principal Accountant Fees and Services

 

49 

 

 

 

 

 

 

PART IV 

 

 

50 

 

 

 

 

 

 

Item 15. 

Exhibits and Financial Statement Schedules

 

50 

 

 

 

 

 

i


 

PART I

 

BUSINESS

 

This Report contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These could be statements regarding our plans, beliefs or current expectations; including those plans, beliefs and expectations of our officers and directors with respect to, among other things, new product developments, future orders to be received from our customers, sales of products from inventory, future financial results, liquidity and the continued growth of the electric-powered vehicle industry. Important Risk Factors that could cause actual results to differ from those contained in the forward-looking statements are listed below in Part I, Item 1A. Risk Factors.

 

ITEM 1.       

 

Overview

 

UQM Technologies, Inc., (“UQM”, “Company”, “we”, “our”, or “us”) develops, manufactures and sells power dense, high efficiency electric motors, generators, power electronic controllers and fuel cell compressors for the commercial truck, bus, automotive, marine, military and industrial markets. Our primary focus is incorporating our advanced technology as propulsion systems for electric, hybrid electric, plug-in hybrid electric and fuel cell electric vehicles, delivering the heart of the electric vehicle.

 

We believe our proprietary permanent magnet propulsion motor and motor control technology delivers exceptional performance at a competitive cost. Our principal products include propulsion motors and generators with power ratings from 50 kilowatts to 250 kilowatts, auxiliary motors and electronic controls and DC-to-DC converters. The principal attributes that we believe differentiate our proprietary products are compact size, high torque delivery, high power density (the ratio of power output to weight), design and manufacture of integrated motor/controller systems, and superior energy efficiency with full system ratings as high as 95%.

 

We have assembled a management team with significant experience in the automotive and electric propulsion market  with critical experience in state of the art design and high quality production.  We are ISO/TS 16949 certified, the highest level of quality certification in the automotive supplier industry, and ISO 14001 certified, the highest environmental standards.  We have an approximately 130,000 square foot combined headquarters and manufacturing facility located in Longmont, Colorado.  We were incorporated in 1967 as a Colorado corporation.

 

The Market

 

The global electrified vehicle market is an emerging market with high growth potential being driven by several factors. In China, the market for electric vehicles is driven by strong government pressure to deal with the staggering pollution that is choking citizens in its major cities.  The government has a number of initiatives to encourage electric vehicle market growth including mandates for purchases of New Energy Vehicles by municipalities, incentives and other tools.  We are seeing strong demand for electric buses across several cities and regions.  We are also seeing demand for electric buses, delivery vans, trucks and taxi fleets across several cities and regions in China.  As China is the world’s largest market for electric vehicles, we believe that our presence in China is critical to our long-term success.  Therefore, we continue to devote significant time and resources to business development efforts in China.

 

In other global markets, including the United States, the drivers for growth in the electric commercial truck and bus market include the demand for zero tailpipe emissions from full electric vehicles or during the electric only range for hybrids, improved operating costs due to a more efficient powertrain on a gas equivalent basis and reduced maintenance costs for the powertrain system and other systems, such as improved brake life.  Moreover, there is community support for cleaner buses and trucks operating in congested areas, along with government incentives and requirements to purchase electric and hybrid vehicles.  In the automotive market, these same growth drivers exist, as well as growing consumer acceptance of electric vehicles due to their excellent performance, quiet operation, zero or reduced tailpipe emissions and improved operating cost. In addition, significant Corporate Average Fuel Economy (“CAFE”) standards in the United States are expected to accelerate further electrification of vehicle fleets. The major impediment to electrification of vehicle has been total vehicle cost, of which a substantial part is due to the cost of batteries. Battery cost has decreased considerably over the last few years and is projected to continue to improve.  Government incentives

1


 

have helped to offset these early additional costs and generate the volume and momentum that should further reduce these incremental costs through economies of scale.

 

Many studies have been conducted indicating the potential for electric vehicles to capture significant market share over the next several years.  For example, in 2016, The International Energy Agency forecasted that 6 million electric vehicles will be on the road by 2020, as shown in the chart below:

Picture 2

 

Governments around the world have implemented financial incentives to promote the sales of electric vehicles.  For example, the U.S. federal government currently offers a $7,500 federal tax credit for the purchase of an electric passenger vehicle, and there are additional tax credits and other benefits such as HOV lane access in various states for purchasers of qualifying vehicles.  In China, the country’s National Development and Reform Commission and three other ministries jointly announced in September 2015, a new round of New Energy Vehicle supportive policies for the years 2015 - 2016.  Various levels of government subsidies for electric vehicles were announced, including subsidies for pure electric buses of RMB 500,000 each (approximately $78,000), electric trucks of RMB 150,000 each (approximately $23,000) and plug-in electric and fuel cell passenger vehicles of RMB 60,000 each (approximately $9,300).  Additionally, the Chinese government offers higher subsidies for more efficient vehicle performance.  This should incentivize our potential customers to purchase our drivetrain systems because they are highly efficient.    In Europe, a majority of European Union member states provide tax incentives for electrically chargeable passenger vehicles, with Norway providing the most generous package of subsidies totaling almost EUR 17,000 (approximately $19,000).

 

We believe that the trend toward increasing electrification of vehicles coupled with the government subsidies offered world-wide provide a substantial opportunity for the broad commercial application of our products.

 

Business Strategy

 

We are focused primarily on the transportation markets, with a strong emphasis on the commercial truck and bus space, followed by automotive and then marine, military and other. We have developed two basic frame size propulsion systems: the PowerPhase® Pro for passenger car, light commercial applications, light duty marine and other lighter duty applications and the PowerPhase® HD lineup of products for heavier commercial bus and truck applications and heavier duty marine and other applications.  We also utilize these products, customized versions of these products and all new custom solutions in these markets to meet various customer requirements.  We provide motor and controller systems for full-electric, hybrid electric, plug-in hybrid and fuel cell applications.  We also provide units for non-automotive markets including the energy management market, auxiliary systems and   motor and controller systems for aircraft.   Further, we manufacture fuel cell compressor motors for the fuel cell business.

 

2


 

Our products are used in the following applications:

 

·

Commercial Trucks, Vans and Shuttles - We supply electric propulsion systems to Zenith Motors, LLC for their electric shuttle vans and have supplied Electric Vehicles International (“EVI”) for their all-electric medium-duty delivery trucks.

 

·

Passenger Buses – Electric and hybrid passenger buses can have large positive impacts on the environment and many municipalities around the world are demanding more of these vehicles on the road.  We supply electric propulsion systems to Proterra, Inc., a developer and manufacturer of all-electric composite transit buses, under a multi-year supply agreement.  We have provided electric propulsion systems for Hino Bus, a subsidiary of Toyota Motor Corporation, for their electric city-buses.  PT Sarimas Ahmadi Pratama of Jakarta, Indonesia is using our motors and controllers for their all-electric 17-passenger bus.  In October 2015, we signed a ten-year supply agreement with ITL Efficiency Corporation to provide electric propulsion systems for New Energy Vehicles in China, in particular 6-8 meter shuttles and 10-12 meter transit buses.   In addition, we are in discussions with other potential Chinese customers to supply our products for both all-electric and hybrid-electric vehicles, and we have shipped a small number of electric motor and controller systems into China for prototype testing in buses.

 

·

Mining vehicles – In January 2015, we announced a long-term supply agreement with the KESHI Group, a Chinese market leader that manufactures vehicles for the mining industry in China. KESHI will manufacture under license explosion proof electric mining vehicles using UQM’s designs and parts supplied by UQM to Keshi.  This first phase is for the vehicles that move the coal from the mines.  We are also under discussions for additional usage for the vehicles that move the people in and out of the mines and other potential applications.

 

·

Airplane tugs – In January 2016, we announced that Kalmar Motor AB in Sweden had successfully passed vehicle trials with major airlines and plans on beginning production orders by mid-2016 using our heavy-duty commercial traction electric motor/controller system, for their TBL50 airplane tugs.  Ground handling tugs play a vital role at airports by enabling large aircraft to be moved from their hangars to the passenger gate, as well as for pushback and other taxiing functions on the runway.

 

·

Marine – The marine market is an emerging market for the Company.  In January 2015, Research and Markets announced that marine electric vehicles are now a rapidly growing market due to new capability, affordability and legislation banning or restricting internal combustion engines. Their research found that the market for electric water craft, including those on and under water, is expected to increase from $2.6 billion to $6.3 billion in 2023.  In addition, there is a market for electric outboard motors that will more than triple in value as high power pure electric versions become increasingly viable.  We are seeing demand for electric solutions for both the clean and quiet operation afforded by full electric and hybrid electric solutions.  We supply UQM motors and controllers used in a variety of marine applications and for a variety of customers.  We believe the marine market could be a growing sector of electrified vehicles.

 

·

Fuel Cell Compressors – We manufacture fuel cell compressors which are an integral component of hydrogen powered fuel cell vehicles designed for light duty automotive and commercial bus applications for 75kW to 150kW fuel cell stacks. 

 

·

Military - The U.S. military purchases a wide-range of ground vehicles each year, including combat vehicles such as tanks, self-propelled artillery and armored personnel carriers, as well as a variety of light, medium and heavy-duty trucks for convoy and supply operations and for the transport of fuel used on the battlefield.  We have in the past worked with a number of military contractors and vehicle makers on prototype hybrid electric vehicles, high export power generators, and electric auxiliaries. There are a number of initiatives to reduce the carbon footprint of military bases that may drive additional efforts in this area. Although this market has not yet emerged, we believe that it may, driven by the availability of electric components in the commercial truck market that operate at similar power levels as those required by many military vehicles.

 

·

Automobiles – Government mandates for fuel economy and clean air emissions are accelerating the demand for electric passenger cars.  In the United States, for example, CAFE standards will increase the average fuel economy of each manufacturer’s passenger car and light truck model offerings to 35.5 miles per gallon in 2016

3


 

and 54.5 miles per gallon by 2025.  We have in the past provided electric propulsion systems to many original equipment manufacturers (“OEMs”) for testing and product development.

 

·

Other – We supply an automotive qualified DC-to-DC converter which can be used in medium and heavy-duty hybrid trucks. We also provide small motors and controllers for aircraft HVAC usage to AirComm. Further, we have supplied systems to a customer in the energy management market for a stationary application for electric motors.

 

Our business strategy is also comprised of the following:

 

·

Highly qualified and experienced managementWe have a management team with significant experience in the automotive industry and the requirements for high quality production programs and very deep technical knowledge of the electric motor and controller business.

 

·

State-of-the-art manufacturing facility – Our headquarters and manufacturing plant are located in an approximately 130,000 square foot facility.  We have designed, installed and qualified volume production lines for our motors and their related electronic controllers.

 

·

Manufacturing capacity – We currently have the capacity to build motor/controller systems, in quantities sufficient to meet demands of our current and future customers for the foreseeable future.

 

·

Highest production quality standards – Our Company is certified under the ISO/TS 16949 standards, the highest level of automotive quality standards in the industry and ISO 14001, the highest environmental standards.

 

·

Leading edge technologyOur technology base includes a number of proprietary technologies and patents related to brushless permanent magnet motors, generators and power electronic controllers, together with software code to intelligently manage the operation of our systems.  We continue to develop next generation products to achieve improved performance and efficiency, smaller package sizes and lower production costs.

 

Products

 

We offer a full range motors and controllers for electric, hybrid electric, plug-in hybrid electric and fuel cell electric commercial trucks, vans, buses and automobiles.  Our current core electric propulsion products are:

 

·

PowerPhase HD® 220:  Designed for medium and heavy duty trucks and buses.

 

·

PowerPhase HD®  950T:  A high torque version designed for heavy duty trucks and buses that require additional torque due to higher GVW or more challenging hilly terrain, this product delivers especially high torque performance compared to the PowerPhase HD® 220. 

 

·

PowerPhase HD®  250:  A high voltage version designed for buses and medium and heavy duty trucks.

 

·

PowerPhase Pro® 100:  Designed for passenger vehicles and light duty truck or van applications.

 

·

PowerPhase Pro®  135:  The PP 135 offers higher performance for those applications that require it versus our PowerPhase Pro®  100.

 

·

Auxiliary Motor Systems:  Multiple products are offered for compressor, pump and fan applications, including a family of motor/controller systems for fuel cell air compressors, an integrated motor/controller for aircraft air conditioning compressors, and an integrated motor/controller for aircraft air conditioning condenser fans.

 

·

Custom Solutions: We offer variations of the above motors in custom configurations as well as custom hybrid solutions to meet individual customer specifications.

 

·

R340 and R410 Fuel Cell Compressor Systems:  These fuel cell compressors are used in hydrogen powered fuel cell vehicles.

4


 

 

We also sell four types of DC to DC converters at 1.6 kW and 2.2 kW levels, each available at two different voltage output ranges.

 

Product Development Activities

 

We continue to develop new variations of our product lineup to meet expanding customer requirements and work on custom solutions for new prospective customers meeting their precise specifications.  We are also developing the next generation of PowerPhase Pro® products designed to be smaller, lighter weight, more energy efficient and producible at lower cost with equal or better performance than our current PowerPhase Pro® systems. This development effort is expected to take more than two years. Development targets include a substantial size reduction of the motor controller.  Adopting new generation components and control strategies are also elements of this development.  Target applications include automotive and light commercial truck and bus markets.

 

We are also pursuing an advanced motor design technology that eliminates the need for rare-earth elements in the magnets. The technology incorporates permanent magnets of an alternate chemistry, arranged in a unique way that maintains performance benefits. A patent has been awarded to protect this innovation. We have a $4.0 million program with the Department of Energy (“DOE”) to develop non-rare-earth magnet electric motors for use in electric and hybrid vehicles. The DOE is providing $3.0 million of funding for this program and the Company is providing $1.0 million of cost-share contribution.   This award was announced in August 2011 and is a multi-year technology development program.

 

Competition

 

All of the markets in which we operate are highly competitive and are characterized by changes due to technological advances that could render existing technologies and products obsolete, although we are not currently aware of any such advances that could render our current product portfolio obsolete.  We believe our competitors are large automotive OEMs, Tier 1 suppliers to OEMs, Chinese electric motor manufacturers offering lower cost options, and numerous other competitors in nearly every region of the world

 

As a result, additional vehicle makers in both on-road and off-road markets are expected to develop and introduce a variety of hybrid electric and all-electric vehicles as market acceptance of these vehicles continues to grow. We cannot assure that we will be able to compete successfully in this market or any other market that now exists or may develop in the future. There are numerous companies developing products that do or soon will compete with our systems. Some of these companies possess significantly greater financial, personnel and other resources than we do, including established supply arrangements, volume manufacturing operations and access to governmental incentive programs.

 

Customers and Suppliers

 

We derive our revenue from the following sources: 1) the sale of products designed, engineered and manufactured by us primarily to OEMs, Tier 1 suppliers of OEMs, and vehicle integrators; 2) funded contract research and development services performed for strategic partners, customers and the U.S. government directed toward either the advancement of our proprietary technology portfolio or the application of our proprietary technology to customers’ products; and 3) after market services and remanufacture.

 

Our business is subject to revenue fluctuation based on the buying cycles of our customers.  Specific customers that reach 10% or more of revenues in any given fiscal quarter or year will also vary depending on these buying cycles.  In fiscal year ending March 31, 2016, four customers individually comprised 10% or more of our total revenues.  Any loss of business with these customers could have a material adverse effect on our business, financial condition and results of operation.

 

Principal raw materials and components purchased by us include iron, steel, electronic components, rare-earth magnets and copper wire. Most of these items are available from several suppliers. Certain components used by us are custom designs and if our current supplier no longer made them available to us, we could experience production delays.

 

We can experience significant price fluctuation in the cost of magnets used in our motors, which contain the rare-earth elements neodymium and dysprosium and are primarily sourced from China. We have not experienced any disruption in

5


 

supply of magnets and magnet prices may continue to be volatile until mining operations outside of China increase or restart.

 

Financial Information about Geographic Areas 

 

The following summarizes total revenue by geographic area:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended March 31,

 

 

    

2016

    

2015

    

2014

 

United States

 

$

3,537,397

 

$

3,442,050

 

$

5,694,144

 

Foreign Countries

 

 

1,769,402

 

 

573,694

 

 

1,352,056

 

 

 

$

5,306,799

 

$

4,015,744

 

$

7,046,200

 

 

Classification of geographic area is determined based upon the country where the purchase transaction originated.

 

U.S. Government Contracts

 

We have a $4.0 million program with the DOE to develop non-rare-earth magnet electric motors for use in electric and hybrid vehicles. The DOE is providing $3.0 million of funding for this three-year program and the Company is providing $1.0 million of cost-share contribution. The objective of the program is to identify and evaluate magnet materials and technology that can deliver performance comparable to our rare-earth magnet motors, broaden our product portfolio, potentially lower magnet costs and limit our exposure to price and supply concerns associated with rare-earth magnets.  At March 31, 2016, we had received reimbursements from the DOE under this program of $2.3 million.  We have been granted a U.S. patent for our electric and hybrid electric vehicle motor design using non-rare earth magnets.

 

We had a Grant from the DOE under the American Recovery and Reinvestment Act that ended on January 12, 2015.  The Grant provided funds to facilitate the manufacture and deployment of electric drive vehicles, batteries and electric drive vehicle components in the United States.  Under the terms of our Grant Agreement, the DOE reimbursed us 50 percent of qualifying costs incurred for the purchase of facilities, tooling and manufacturing equipment, and for engineering expenditures related to product qualification and testing of our electric propulsion systems and other products.  The Grant ended on January 12, 2015.

 

As of March 31, 2015, we had received cumulative reimbursements from the DOE of $27.1 million and had no funds receivable.

 

Backlog

 

Our order backlog for products at April 30, 2016 was approximately $2.3 million versus $1.8 million at April 30, 2015. Certain orders are blanket purchase orders which are subject to the issuance of subsequent release orders directing the number and timing of actual deliveries. We had backlog of service contracts from customers, which will provide future revenue upon completion, totaling approximately $457,000 at April 30, 2016 versus $1.2 million at April 30, 2015. Substantially all of the backlog amounts at April 30, 2016 and 2015 are subject to amendment, modification or cancellation.  We expect to ship motor and controller backlog products over the next twelve months and complete all service contracts in backlog over the next six months.

 

Intellectual Property

 

We have numerous patents in the United States and in other countries to protect our intellectual property.

 

We determine if our intellectual property should be treated as a trade secret or submitted to the patent application process by deciding whether a technology successfully passes through three evaluation gates.  The first gate is an assessment of whether the expected breadth of the patent would offer a high level of protection or whether it will serve as an educational tool for competitors.  Based upon a patent and literature search, if the expected coverage is broad, the evaluation moves to the second gate, which is an assessment of infringement detection.  This is a review of whether or not it will be possible to detect patent infringement if a competitor were to adopt the technology.  Difficulty in detection reduces the value of a patent and will lead us to handle the technology as a trade secret rather than a patent.  The last gate is an assessment of whether the technology will have value for many years or whether the technology is a stepping stone

6


 

to a different technology.  The patent process is a multi-year endeavor from the initial disclosure to the granted patent, which leads to the importance of this gate.  A technology that is expected to have value for five or more years will pass the final gate and the patent application process will then commence.

 

We also implement measures to protect our intellectual property, including the guarding and encryption of source code, nondisclosure of control techniques, and protection of product design details, drawings and documentation.

 

Trademarks

 

We have registered the letters "UQM" in the U.S. Patent and Trademark Office. Counterpart applications have been filed in numerous countries throughout the world, most of which have granted registrations or indicated them to be allowable. We own three U.S. Trademark Registrations for "UQM" (International Class 7 for power transducers, Class 12 for utility land vehicles, and Class 16 for publications). The foreign trademark registrations and applications include major markets where we are doing business or establishing business contacts.

 

We have also registered the trademark "POWERPHASE" which we use in conjunction with certain of our propulsion systems. The trademark is registered in the European Community and several other foreign countries.  

 

Employee and Labor Relations 

 

As of April 30, 2016, we had 49 employees, all of whom are full-time employees. We have entered into employment agreements with our executive officers.  The employment agreements expire on June 30, 2017.  We believe our relationship with employees has been generally satisfactory.

 

In addition to our full-time staff, we from time to time engage the services of outside consultants and contract employees to meet peak workload or specialized program requirements. We do not anticipate any difficulty in locating additional qualified engineers, technicians and production workers, if so required, to meet expanded research and development or manufacturing operations.  

 

Available Information

 

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Anyone seeking information about our business can receive copies of our Fiscal Year 2016 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports and other documents, filed with the SEC at the public reference section of the SEC at 100 F Street, NE, Room 1580, Washington, D.C. 20549. These documents also may be obtained, free of charge, by: contacting our Investor Relations office by e-mail at investor@uqm.com; by phone at (303) 682-4900; writing to UQM Technologies, Inc., Investor Relations, 4120 Specialty Place, Longmont, CO 80504-5400; or accessing our website at www.uqm.com. We make our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, available on our website as soon as reasonably practicable after we file or furnish the materials electronically with the SEC. To obtain any of this information, go to www.uqm.com, select “Investor Relations” and select the form you would like to access. Our website also includes our Audit Committee Charter and Code of Business Conduct and Ethics as well as the procedures for reporting a violation of business ethicsInformation on our website does not constitute part of this Annual Report.

 

ITEM 1A.        RISK FACTORS 

 

We operate in a challenging and changing environment that involves numerous known and unknown risks and uncertainties that could materially affect our operations. The risks, uncertainties and other factors set forth below may cause our actual results, performances or achievements to be materially different from those expressed or implied by our forward-looking statements. If any of these risks or events occur, our business, financial condition or results of operations may be adversely affected.

 

7


 

We have incurred significant losses and may continue to do so.

 

We have incurred significant net losses as shown in the following tables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended March 31,

 

 

    

2016

    

2015

    

2014

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

6,938,351

 

$

5,988,530

 

$

2,773,244

 

 

As of March 31, 2016, we had an accumulated deficit of $106,875,426.

 

In the future, we plan to make additional investments in product development, facilities and equipment and other costs related to the commercialization of our products. As a result, we expect to continue to incur net losses for the foreseeable future.  

 

Our operating losses, anticipated capital expenditures and working capital requirements in the longer term may exceed our current cash balances.

 

Our net loss for the fiscal year ended March 31, 2016 was $6,938,351 versus a net loss for the fiscal years ended March 31, 2015 and 2014 of $5,988,530 and $2,773,244, respectively. At March 31, 2016, our cash and cash equivalents totaled $7,030,230. We expect our losses to continue for the foreseeable future. Our existing cash resources, together with cash generated from reductions in our inventories of PowerPhase Pro propulsion systems, are expected to be sufficient to complete our business plan for at least the next twelve months. Should those resources be insufficient, we may need to secure additional debt or equity funding, which may not be available on terms acceptable to us, if at all.  

 

Our business depends, in part, on the expansion of the market for all-electric and hybrid electric vehicles.  

 

Although our electric propulsion systems may be used in a wide variety of products, the market for electric and hybrid vehicles is fairly new. At the present time, batteries used to power electric motors have limited life and require several hours to charge, and charging stations for electric motors are not widely available. Electric and hybrid vehicles also tend to be priced higher than comparable gasoline-powered vehicles. As a result, consumers may experience concerns about driving range limitations, battery charging time and higher purchase costs of electric or hybrid vehicles. If consumer preferences shift to vehicles powered by other alternative methods, or if concerns about the availability of charging stations cannot be overcome, the market for all-electric vehicles, and therefore our electric propulsion systems, may be limited. In addition, our electric propulsion systems are incorporated in buses used for mass transit in several U.S. cities. If passenger traffic in these mass transit systems declines or government funding to transportation districts declines from current levels, demand for our products may also decrease.

 

The popularity of alternative fuel based vehicles and “green energy” initiatives are highly dependent on macro-economic conditions, including oil prices and the overall health of the economy. When oil prices fall, interest in and resources allocated to the development of advanced technology vehicles and propulsion systems may diminish. We cannot predict how and the extent to which the recent substantial decrease of oil prices will affect the domestic interest in electric and hybrid vehicles.  Downturns in the world economy may also have a severe impact on the automotive industry, slowing the demand for vehicles generally and reducing consumers' willingness to pay more for environmentally friendly technology.

 

If our products do not achieve market acceptance, our business may not grow.  

 

Although we believe our proprietary systems are suited for a wide-range of vehicle electrification applications, our business and financial plan relies heavily on our introduction of new products that have limited testing in the marketplace. We have made substantial investments in manufacturing facilities and equipment, production and application engineering, among other things, to increase our production capacity in order to capitalize on the anticipated expansion in demand for electric propulsion systems and generators in the commercial truck, bus and automobile markets. We cannot be certain that our existing products will achieve broad market acceptance, or that we will be able to develop new products or product enhancements that will achieve broad market acceptance.  

 

8


 

Our sales cycle is inherently long.

 

We must go through lengthy processes to achieve supply contracts with our customers.  Our products must conform to the technical specifications of the customer and meet design requirements of the electric vehicle.  Typically prototype testing is required to ensure consistent system performance on an ongoing basis.  These steps can often take many months to multiple years until decisions are made on whether or not to take a vehicle to production.  We may spend considerable financial and human resources over an extended period of time and not end up with a completed supply contract.  Failure to secure volume production levels within a reasonable period of time could have an adverse effect on our results of operations and our liquidity.

 

CODA Automotive filed for bankruptcy protection on May 1, 2013 and it is unlikely we will be able to recover more than insignificant amounts due to us under our CODA Supply Agreement, including substantial amounts due for accounts receivable, inventory purchases and guaranteed minimum payments.

 

We executed a ten-year supply agreement with CODA in July, 2009 which provided a framework for CODA, or its manufacturing partner, to purchase from us electric propulsion systems for use in automobiles to be manufactured by CODA.  On May 1, 2013, CODA filed for bankruptcy protection.  Amounts due from CODA at March 31, 2015 totaled $3,838,092, all of which had been written off as uncollectible.  In addition, CODA was obligated under the supply agreement for inventory purchases totaling approximately $8.2 million and for a guaranteed minimum payment of $2 million due to their failure to purchase at least 15,000 units.  It is likely that we will recover only an insignificant amount of the balance owed to us under the CODA supply agreement, if any.

 

We carry a large inventory balance originally acquired for CODA and may not be able to sell this inventory and may recognize a loss on the value of this inventory carried on our books.

 

At March 31, 2016, we had aged inventory of $7.7 million of PowerPhase Pro® systems on our books originally acquired for now-bankrupt CODA.  We believe the PowerPhase Pro® system is right sized for many medium-duty truck, marine, passenger vehicle and stationary power applications, and this inventory is now for sale to other customers. While we believe that there continues to be a strong market for these products, a change in market conditions or technology advancements could make this inventory obsolete, causing a material adverse effect on our results of operations.

 

We regularly consider outstanding customer orders, potential customers, market conditions and other factors that may affect our ability to sell this inventory at prices above our costs.  At least each quarter, we consider the appropriate value of this inventory to maintain on our books.  A change in customer orders or prospects for future sales may impact the carrying value we believe is appropriate for our CODA inventory and may result in one or more future write-downs in value of this inventory.  This would be reflected as a loss on our Consolidated Statement of Operations.

 

We entered into purchase contracts with our supply base to support the CODA program, some of which are non-cancellable by their terms.  Our actual liability under these contracts may vary from our current estimates.

 

We have recorded a liability as of March 31, 2016 of $189,175 representing the amount we expect to pay to settle non-cancellable contracts with certain suppliers to the CODA program that will not be fulfilled due to the bankruptcy filing by CODA. This liability is lower than the original amount we recorded of $1,050,000 as of March 31, 2013 as a result of negotiations and settlements we reached with some vendors since then.   The amount of this liability represents management’s current estimate and may be subject to further adjustment based on future negotiations or litigation.  Settlements in excess of our estimates or any upward revision in our settlement estimate could result in a material change in our results of operations and financial condition.

 

All funding from our DOE Grant under the American Recovery and Reinvestment Act ended as of January 12, 2015 when the Grant expired.

 

Funds from the DOE Grant were very useful in supporting our growth initiatives and reducing our losses over the past several years. We believe that we have adequate cash resources for at least the next twelve months.  However, if anticipated revenues are not realized and other cash resources are unavailable, the end of the DOE Grant funding could significantly impact our ability to sustain operations.

 

9


 

The reduction or elimination of government subsidies and economic incentives for alternative energy technologies, including our electric vehicle motor technology, could reduce demand for our products and services, lead to a reduction in our revenues and adversely impact our operating results.

 

We believe that the near-term growth of alternative energy technologies, including our electric vehicle motor technology, relies on the availability and size of government and economic incentives both in the United States and in other countries.  Many of these government incentives expire, phase out over time, exhaust the allocated funding, require renewal by the applicable authority, and/or could be reduced or discontinued for other reasons. The reduction, elimination, or expiration of government subsidies and economic incentives may result in the diminished demand from our customers and could materially and adversely affect our future operating results.

 

We are subject to risks inherent in international operations.

 

Since we market our products both inside and outside the United States, our success depends in part, on our ability to secure international customers and our ability to manufacture products that meet foreign regulatory and commercial requirements in target markets. In addition, we are subject to tariff regulations and requirements for export licenses.  We can face numerous challenges in our international growth plans, including unexpected changes in regulatory requirements, potential conflicts or disputes that countries may have to deal with, fluctuations in currency exchange rates, longer accounts receivable requirements and collections, difficulties in managing international operations, potentially adverse tax consequences, restrictions on repatriation of earnings and the burdens of complying with a wide variety of international laws. Any of these factors could adversely affect our results of operations and financial condition.

 

Our revenue is highly concentrated among a small number of customers.

 

A large percentage of our revenue is typically derived from a small number of customers, and we expect this trend to continue.

 

Our customer arrangements generally are non-exclusive, have no long-term volume commitments and are typically done on a purchase order basis. We cannot be certain that customers that have accounted for significant revenue in past periods will continue to purchase our products. Accordingly, our revenue and results of operations may vary substantially from period to period. We are also subject to credit risk associated with the concentration of our accounts receivable from our customers. If one or more of our significant customers were to cease doing business with us, significantly reduce or delay its purchases from us or fail to pay us on a timely basis, our business, financial condition and results of operations could be materially adversely affected.  

 

Our business relies on third parties, whose success we cannot predict.

 

As a manufacturer of motors, generators, and other component parts, our business model depends on the ability of third parties in our industry to develop, produce and market products that include or are compatible with our technology and then to sell these products into the marketplace. Our ability to generate revenue depends significantly on the commercial success of our customers and partners. Failure of these third parties to achieve significant sales of products incorporating our products and fluctuations in the timing and volume of such sales could have a material adverse effect on our business, financial condition and results of operations.  

 

Our electric propulsion systems use rare-earth minerals and unavailability or limited supply of these minerals could prevent us from manufacturing our products in production quantities or increase our costs.

 

Neodymium and dysprosium, rare-earth minerals, are key elements used in the production of magnets that are components of our electric propulsion systems. We currently source our magnets from China, and China has indicated its intent to retain more of this mineral for China use, rather than exporting it. During calendar year 2011, for example, we experienced significant price escalation in the cost of magnets used in our motors. This price escalation was primarily due to rare-earth government policy in China. Rare-earth prices have decreased substantially since peaking in the summer of 2011, and are now approaching the baseline prices (defined as the beginning of calendar year 2011). We have implemented a magnet surcharge process to recover these additional costs in the event of another price escalation. Although rare-earth magnets are available from other sources, these alternative sources are currently more costly. Reduced availability of neodymium and dysprosium from China could adversely affect our ability to obtain magnets in

10


 

sufficient quantities, in a timely manner, or at a commercially reasonable cost. In the event that China's actions cause us to seek alternate sources of supply for magnets, it could cause an increase in our product costs, thereby reducing or eliminating our profit margin on electric propulsion systems if we are unable to pass the increase on to our customers. Increasing prices to our customers due to escalating magnet costs may reduce demand for our motors and make it difficult or impossible to compete with other motor manufacturers whose motors do not use rare-earth minerals.

 

Some of our contracts can be cancelled with little or no notice and could restrict our ability to commercialize our technology.

 

Our contracts with government agencies are subject to the risk of termination at the convenience of the contracting agency and in some cases grant "march-in" rights to the government. March-in rights are the right of the United States government or the applicable government agency, under limited circumstances, to exercise a non-exclusive, royalty-free, irrevocable worldwide license to any technology developed under contracts funded by the government to facilitate commercialization of technology developed with government funding. March-in rights can be exercised if we fail to commercialize the developed technology. The exercise of march-in rights by the government or an agency of the government could restrict our ability to commercialize our technology.

 

Some of our orders for the future delivery of products are placed under blanket purchase orders which may be cancelled by our customers at any time. The amount payable to us, if any, upon cancellation by the customer varies by customer. Accordingly, we may not recognize as revenue all or any portion of the amount of outstanding order backlog we have reported.  

 

We face intense competition and may be unable to compete successfully.  

 

In developing electric motors for use in vehicles and other applications, we face competition from very large domestic and international companies, including the world's largest automobile manufacturers. Many of our competitors have far greater resources to apply to research and development efforts than we have, and they may independently develop motors that are technologically more advanced than ours. These competitors also have much greater experience in and resources for marketing their products. For these reasons, potential customers may choose to purchase electric motors from our competitors rather than from us.

 

Changes in environmental policies could hurt the market for our products.  

 

The market for electric and other alternative fuel vehicles and equipment and the demand for our products are influenced, to a degree, by federal, state and local regulations relating to air quality, greenhouse gases and pollutants. These laws and regulations may change, which could result in transportation or equipment manufacturers abandoning or delaying their interest in electric or hybrid electric vehicles or equipment. In addition, a failure by authorities to enforce current laws and regulations or to adopt additional environmental laws or regulations could limit the demand for our products.

 

Although many governments have identified as a significant priority the development of alternative energy sources, governments may change their priorities, and any change they make could materially affect our revenue or the development of our products

 

If we are unable to protect our patents and other proprietary technology, we will be unable to prevent third parties from using our technology, which would impair our competitiveness and ability to commercialize our products. In addition, the cost of enforcing our proprietary rights may be expensive and result in increased losses.  

 

Our ability to compete effectively against other companies in our industry will depend, in part, on our ability to protect our proprietary technology. Although we have attempted to safeguard and maintain our proprietary rights, we do not know whether we have been or will be successful in doing so. We have historically pursued patent protection in the United States and a limited number of foreign countries where we believe significant markets for our products exist or where potentially significant competitors have operations. It is possible that a substantial market could develop in a country where we have not received patent protection and under such circumstances our proprietary products would not be afforded legal protection in these markets. Further, our competitors may independently develop or patent technologies that are substantially equivalent or superior to ours. We cannot assure that additional patents will be issued to us or, if they are issued, as to the scope of their protection. Patents granted may not provide meaningful protection from

11


 

competitors. Even if a competitor's products were to infringe patents owned by us, it would be costly for us to pursue our rights in an enforcement action, it would divert funds and resources which otherwise could be used in our operations and we may not be successful in enforcing our intellectual property rights. In addition, effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country where we may operate or sell our products in the future. If third parties assert technology infringement claims against us, the defense of the claims could involve significant legal costs and require our management to divert time and attention from our business operations. If we are unsuccessful in defending any claims of infringement, we may be forced to obtain licenses or to pay royalties to continue to use our technology. We may not be able to obtain any necessary licenses on commercially reasonable terms or at all. If we fail to obtain necessary licenses or other rights, or if these licenses are costly, our results of operations may suffer either from reductions in revenues through our inability to serve customers or from increases in costs to license third-party technologies. Finally, patents may not deter third parties from attempting to reverse engineer our products and discovering our intellectual property.

 

We rely, in part, on contractual provisions to protect our trade secrets and proprietary knowledge, the adequacy of which may not be sufficient.

 

Confidentiality agreements to which we are party may be breached, and we may not have adequate remedies for any breach.  Our trade secrets may also be known without breach of such agreements or may be independently developed by competitors.  Our inability to maintain the proprietary nature of our technology and processes could allow our competitors to limit or eliminate any competitive advantages we may have.

 

Use of our motors in vehicles could subject us to product liability claims or product recalls, and product liability insurance claims could cause an increase in our insurance rates or could exceed our insurance limits, which could impair our financial condition, results of operations and liquidity.  

 

The automotive industry experiences significant product liability claims. As a supplier of electric propulsion systems or other products to vehicle OEMs, we face an inherent business risk of exposure to product liability claims in the event that our products, or the equipment into which our products are incorporated, malfunction and result in personal injury or death. We may be named in product liability claims even if there is no evidence that our systems or components caused an accident. Product liability claims could result in significant losses as a result of expenses incurred in defending claims or the award of damages. The sale of systems and components for the transportation industry entails a high risk of these claims, which may increase as our production and sales increase. In addition, we may be required to participate in recalls involving these systems if any of our systems prove to be defective, or we may voluntarily initiate a recall or make payments related to such claims as a result of various industry or business practices or the need to maintain good customer relationships.

 

We carry product liability insurance of $10 million covering most of our products. If we were to experience a large insured loss, it might exceed our coverage limits, or our insurance carriers could decline to further cover us or raise our insurance rates to unacceptable levels, any of which could impair our financial position and results of operations. Any product liability claim brought against us also could have a material adverse effect on our reputation.  

 

We may be subject to warranty claims, and our provision for warranty costs may not be sufficient.  

 

We may be subject to warranty claims for defects or alleged defects in our products, and the risk of such claims arising will increase as our production and sales increase. In addition, in response to consumer demand, vehicle manufacturers have been providing, and may continue to provide, increasingly longer warranty periods for their products. As a consequence, these manufacturers may require their suppliers, such as us, to provide correspondingly longer product warranties. As a result, we could incur substantially greater warranty claims in the future.  

 

Our future success will depend on our ability to attract and retain qualified management and technical personnel.

 

Our future success is substantially dependent on the continued services and on the performance of our executive officers and other key management, engineering, manufacturing and operating personnel. The loss of the services of any executive officer, or other key management, engineering, manufacturing and operating personnel, could materially adversely affect our business. Our ability to achieve our growth plans will also depend on our ability to attract and retain additional qualified management and technical personnel, and we do not know whether we will be able to be successful in these regards. Our inability to attract and retain additional qualified management and technical personnel, or the

12


 

departure of key employees, could materially and adversely affect our growth plans and, therefore, our business prospects, results of operations and financial condition.

 

The maintenance and security of our information systems are critical to our operations.

 

We rely on our information systems to be functioning at all times, and that the data in those systems is protected and secure from viruses, illegal access and any other form of unauthorized use.  Should our information systems be compromised in any way, our business operations could be severely impacted.

 

Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow. Cybersecurity attacks could include, but are not limited to, malicious software, viruses, attempts to gain unauthorized access, whether through malfeasance or error, either from within or outside of our organization, to our data or that of our customers or our customers’ customers which may be in our possession, and the unauthorized release, corruption or loss of the data, loss of the intellectual property, theft of the proprietary or licensed technology, whether ours, that of our customers or their customers, loss or damage to our data delivery systems, other electronic security breaches that could lead to disruptions in our critical systems, and increased costs to prevent, respond to or mitigate cybersecurity events. It is possible that our business, financial and other systems could be compromised, which might not be noticed for some period of time. Although we utilize various procedures and controls to mitigate our exposure to such risk, cybersecurity attacks are evolving and unpredictable and we cannot guarantee that any risk prevention measures implemented will be successful. The occurrence of such an attack could lead to financial losses and have a material adverse effect on our reputation, business, financial condition and results of operations.

 

Our stock price has been and could remain volatile.

 

The market price for our common stock has been and may continue to be volatile and subject to extreme price and volume fluctuations in response to market and other factors, including the following, some of which are beyond our control:

 

·

failure to meet growth expectations;

·

variations in our quarterly operating results from the expectations of investors;

·

downward changes in general market conditions;

·

announcements of new products or services by our competitors;

·

announcements by our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

·

additions or departures of key personnel;

·

investor perception of our industry or our prospects;

·

insider selling or buying;

·

demand for our common stock; and

·

general technological or economic trends.

 

In the past, following periods of volatility in the market price of their stock, many companies have been the subjects of securities class action litigation.  If we became involved in securities class action litigation in the future, it could result in substantial costs and diversion of management’s attention and resources and could harm our stock price, business prospects, results of operations and financial condition.

 

 

ITEM 1B.        UNRESOLVED STAFF COMMENTS

 

None.

 

13


 

ITEM 2.           PROPERTIES

 

We own our offices and manufacturing facility and believe the facility to be well maintained, adequately insured and suitable for its present and intended uses. Information concerning our facility as of March 31, 2016 is set forth in the table below:

 

 

 

 

 

 

 

 

 

 

    

 

    

Ownership or

    

 

 

Location

 

Square Feet

 

Expiration Date of Lease

 

Use

 

Longmont, Colorado

 

129,304

 

Own

 

Manufacturing, laboratories and offices

 

 

 

ITEM 3.           LEGAL PROCEEDINGS

 

Litigation 

 

We are involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, and based on current available information, the ultimate disposition of these matters is not expected to have a material adverse effect on our financial position, results of operations or cash flow.

 

ITEM 4.           MINE SAFETY DISCLOSURES

 

Not applicable.

 

Part II

 

ITEM 5.           MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common stock trades on the NYSE MKT and Chicago Stock Exchange under the symbol UQM. The high and low trade prices, by fiscal quarter, as reported by the NYSE MKT Stock Exchange for the last two fiscal years are as follows:

 

 

 

 

 

 

 

 

 

2016

    

High

    

Low

 

Fourth Quarter

 

$

0.67

 

$

0.43

 

Third Quarter

 

$

1.65

 

$

0.47

 

Second Quarter

 

$

0.96

 

$

0.50

 

First Quarter

 

$

1.25

 

$

0.70

 

 

 

 

 

 

 

 

 

 

 

2015

 

High

 

Low

 

Fourth Quarter

 

$

1.32

 

$

0.71

 

Third Quarter

 

$

1.44

 

$

0.76

 

Second Quarter

 

$

2.30

 

$

1.18

 

First Quarter

 

$

2.96

 

$

1.72

 

 

On June 3, 2016 the closing price of our common stock, as reported on the NYSE MKT, was $0.79 per share and there were 538 holders of record of our common stock.

 

We have not paid any cash dividends on our common stock since inception and we intend for the foreseeable future to retain any earnings to finance the growth of our business. Future dividend policy will be determined by our Board of Directors based upon consideration of our earnings, capital needs and other factors then relevant.

14


 

PERFORMANCE GRAPH 1  

 

The following graph represents the yearly percentage change in the cumulative total return on the common stock of UQM Technologies, Inc., the group of companies comprising the S&P Electrical Equipment Index, and those companies comprising the S&P 500 Index for the five year period from March 31, 2011 through March 31, 2016:

 

Picture 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

3/11

    

3/12

    

3/13

    

3/14

    

3/15

    

3/16

 

UQM Technologies, Inc.

 

100

 

49.66

 

24.83

 

88.59

 

36.91

 

19.20

 

S&P 500

 

100

 

108.54

 

123.69

 

150.73

 

169.92

 

172.95

 

S&P Electrical Components & Equipment

 

100

 

94.75

 

112.02

 

140.20

 

129.75

 

127.03

 


*$100 invested on 3/31/11 in stock or index, including reinvestment of dividends Fiscal year ending March 31.

        Copyright 2016 S&P Global.  All rights reserved.

 

1  The stock price performance graph depicted is not “soliciting material,” is not deemed "filed" with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation contained in such filing.

 

15


 

ITEM 6.           SELECTED FINANCIAL DATA

 

The selected consolidated financial data presented below should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this document.

 

UQM Technologies, Inc.

Selected Consolidated Financial Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended March 31,

 

 

    

2016

    

2015

    

2014

    

2013

    

2012

 

Product sales

 

$

4,592,852

 

$

3,218,616

 

$

6,136,305

 

$

5,910,153

 

$

9,358,388

 

Contract services revenue

 

$

713,947

 

$

797,128

 

$

909,895

 

$

1,268,556

 

$

785,068

 

Loss before other income (expense)

 

$

(6,976,527)

 

$

(6,859,891)

 

$

(2,782,503)

 

$

(10,707,432)

 

$

(4,953,336)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(6,938,351)

 

$

(5,988,530)

 

$

(2,773,244)

 

$

(10,688,312)

 

$

(4,928,520)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share - basic and diluted

 

$

(0.16)

 

$

(0.15)

 

$

(0.07)

 

$

(0.29)

 

$

(0.14)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

23,350,903

 

$

24,801,993

 

$

29,835,133

 

$

28,608,715

 

$

39,655,601

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term obligations (1)

 

$

288,889

 

$

445,024

 

$

182,100

 

$

627,412

 

$

715,107

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividend declared per common share

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 


(1)

Includes current portion of long-term obligations.

 

16


 

ITEM 7.           MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Introduction

 

UQM is a developer and manufacturer of power dense, high efficiency electric motors, generators, power electronic controllers, and fuel cell compressors for the commercial truck, bus, automotive, marine, military, and industrial markets. We generate revenue from two principal activities: 1) the sale of motors, generators, electronic controls, and fuel cell compressors; and 2) research, development and application engineering contract services. Our product sales consist of annually recurring volume production, prototype low volume sales, and revenues derived from the sale of refurbished and serviced products. The sources of engineering service revenue typically vary from year to year and individual projects may vary substantially in their periods of performance and aggregate dollar value.

 

We have invested considerable financial and human resources into the development of our technology and manufacturing operations. We have developed and production-validated a full range of products for use in full-electric, hybrid electric, plug-in-hybrid and fuel cell applications for the commercial bus and truck, automotive, marine, military, and industrial markets. These products are all highly efficient permanent magnet designs and feature outstanding performance, package size and weight valued by our customers. Our production capabilities and capacity are sufficient to meet the demands of our current and future customers for the foreseeable future.  We are certified as an ISO/TS 16949 quality supplier, which is the highest level of quality standards in the automotive industry, and we are ISO 14001 certified, meeting the highest environmental standards.  We have a management team with significant experience in the automotive industry and the requirements for high quality production programs and very deep technical knowledge of the motor and controller business. This team has the ability and background to grow the business to significantly higher levels, and we believe we have adequate cash balances to fund our operations for at least the next twelve months.

 

Our most important strategic initiative going forward is to develop customer relationships that lead to longer-term supply contracts.  Volume production is the key to our ongoing operations.  We are driving business development in the following ways:

 

·

We have created a well-defined, structured process to target potential customers of vehicle electric motor technology in the commercial truck/van and shuttles, passenger buses, automotive, marine, military and other targeted markets both domestically and internationally, particularly in China.

 

·

We have developed a customer pipeline where identified potential customers are synergistic and strategic in nature for longer-term growth potential.

 

·

We are building long term quantifiable and sustainable relationships within the identified target markets.

 

·

We provide service and support to our customers from pilot and test activities through commissioning processes and then ultimately leading to volume production operations. 

 

·

We improve our purchasing and manufacturing processes to develop competitive costs to ensure that our pricing to customers is market competitive.

 

·

We provide customized solutions to meet specification requirements that some customers require.

 

·

We participate in trade show events globally to demonstrate our products and engage with users of electric motor technology.

 

·

We actively involve all functional groups within the Company to support the needs of our customers.

 

We believe that the successful execution of these activities will lead us to secure volume production commitments from customers, so that our operations will become cash flow positive and ultimately profitable.

 

In October 2015, we announced the introduction of the PowerPhase® HD(+) electric propulsion systems. The HD(+) is a major improvement in UQM’s motor system technology, offering an enhanced thermal path and an increase in continuous power of up to 25% for handling extreme duty drive cycles and steep grades for heavy duty vehicles.

17


 

 

In October 2015, we announced the signing of a ten year supply agreement (“Agreement”) with ITL Efficiency Corporation (“ITL”) in China. Over the term of the Agreement, revenues could exceed $400 million based on projected volume shipments. Production is expected to begin in early 2017 following development, test and certification programs during 2016, and timing will be dependent on the successful completion of the test and certification processes, followed by orders under the Agreement. We received the first purchase order under the Agreement for the initial 3,000 units which are expected to ship in calendar year 2017. We will manufacture our electric propulsion systems in Colorado through 2017 with plans to produce product in China beginning in calendar year 2018. Initially, the PowerPhase Pro® 135 electric propulsion system will be sold to address the 6-8 meter shuttle bus market in China, with larger delivery truck and transit bus applications slated to begin in early 2017 with the PowerPhase HD® 250 system.  Due to the fact of this new Agreement and that management believes the majority of sales of current PP135 inventory will be to ITL, at March 31, 2016, inventory of $6,840,170 was reclassified as a noncurrent asset on the Consolidated Balance Sheet representing that portion of inventory in excess of amounts expected to be sold in the next twelve months, given the parameters and expectations of the Agreement.

 

In November 2015, we announced that we closed an offering of common stock and warrants to certain institutional investors, raising net proceeds of $5.8 million.

 

In January 2016, we announced that Kalmar Motor AB in Sweden had successfully passed vehicle trials with major airlines using our propulsion system and plans on beginning production orders by mid-2016 using the PowerPhase® HD220, our heavy-duty commercial traction electric motor/controller system, for their TBL50 airplane tugs. Ground handling tugs play a vital role at airports by enabling large aircraft to be moved from their hangars to the passenger gate, as well as for pushback and other taxiing functions on the runway.

 

In April 2016, we announced entry into the South American market with a key business relationship in Colombia with Creatti Labs SAS, an electric vehicle integrator that is designing the next generation EV transportation systems for Colombia and other South American markets. We have begun collaboration with Creatti Labs on an electric transit bus platform for the major bus operators in Cali, Medellin and Bogota, which are the three main transportation systems in Colombia.

 

The Department of Energy grant that was awarded to us in 2010 expired on January 12, 2015.  Since the beginning of the grant program, we were reimbursed a total of $27.1 million through March 31, 2015.  These cumulative reimbursements have allowed us to achieve many milestones to support our business development efforts that we believe will lead to volume production opportunities.  First, we were able to relocate our headquarters and production operations to an approximate 130,000 square foot facility.  Within this modern facility, we were able to develop and install manufacturing capacity and infrastructure to build and test our state-of-the-art traction motors and controllers. We have installed a flexible manufacturing footprint that allows us to build both the large and smaller frame size motors and controllers at production capacity levels consistent with the growth targets of our current and potential customers.   Throughout the program, the DOE grant supported product validation and release activities for both passenger vehicle and heavy duty truck and bus platforms.  In addition, the grant assisted us in implementing all of the required processes and systems to certify our facility to the ISO/TS 16949 quality standard that is a requirement to be a supplier to the automotive industry.

 

With the expiration of the Grant, we launched and re-deployed resources from production engineering activities to several new internally funded projects aimed at developing and significantly improving our product portfolio. This led to a significant increase in research and development expenditures in fiscal year 2016, and we expect those resources to continue to be deployed on similar research and development activities in the future.

 

The funding from the DOE grant strengthened our position with regards to product validation and manufacturing capabilities.  This, in addition to the business development activities in place and the cash reserves we have to fund the operations for at least the next twelve months, makes us optimistic about the future of the Company.

 

Financial Condition

 

Cash and cash equivalents at March 31, 2016 were $7,030,230 and working capital was $8,765,522 compared with $6,585,703 and $15,605,555, respectively, at March 31, 2015. The increase in cash and cash equivalents was the result of our capital raise offset by operating losses.  Working capital decreased in fiscal year 2016 because we reclassified

18


 

some inventory as non-current to reflect the timing of sales projections anticipated in our new long-term supply agreement with ITL.

 

Accounts receivable decreased $41,013 to $481,404 at March 31, 2016 from $522,417 at March 31, 2015. The decrease is primarily due to the timing of collections. Our sales are conducted through acceptance of customer purchase orders or in some cases through supply agreements. For credit qualified customers, our standard terms are net 30 days. For international customers and customers without an adequate credit rating or history, our typical terms are irrevocable letter of credit or cash payment in advance of delivery. At both March 31, 2016 and 2015, we had an allowance for uncollectible accounts of zero.

 

Other receivable decreased to zero at March 31, 2016 from $855,000 at March 31, 2015 resulting from insurance proceeds received under a key-man life insurance policy.

 

Costs and estimated earnings on uncompleted contracts increased to $60,296 at March 31, 2016 versus $49,917 at March 31, 2015. The increase is due to timing of billings on certain contracts in process at March 31, 2016 versus March 31, 2015.

 

Total inventories decreased $242,612 to $9,111,441 at March 31, 2016 compared to $9,354,053 at March 31, 2015, reflecting shipments of PowerPhase Pro®   and PowerPhase HD®  propulsion systems.

 

Prepaid expenses and other current assets increased to $272,597 at March 31, 2016 from $266,448 at March 31, 2015, primarily due to higher levels of prepayments on software licenses outstanding at the end of the current fiscal year versus the prior fiscal year end.

 

We invested $144,522 for the acquisition of property and equipment during the fiscal year ended March 31, 2016 versus $558,755 during the fiscal year ended March 31, 2015. The decrease in capital expenditures is primarily attributable to decreased levels of investments in production equipment during the current fiscal year.  Cash reimbursements for capital assets under the Grant during the fiscal years ended March 31, 2016 and March 31, 2015 were zero and $371,140, respectively, due to the expiration of the Grant in fiscal year 2015.  

 

Patent costs increased to $249,414 at March 31, 2016 compared to $239,043 at March 31, 2015 primarily due to capitalized costs associated with a new patent application partially offset by the amortization of capitalized patent costs.

 

Trademark costs decreased to $98,327 at March 31, 2016 compared to $102,823 at March 31, 2015 due to the amortization of capitalized trademark costs.

 

Accounts payable decreased $33,727 to $364,841 at March 31, 2016 from $398,568 at March 31, 2015, primarily due to the timing of vendor payments.

 

Other current liabilities decreased $559,536 to $985,435 at March 31, 2016 from $1,544,971 at March 31, 2015. The decrease is primarily attributable to the settlement of accrued vendor obligations at March 31, 2016.

 

Billings in excess of costs and estimated earnings on uncompleted contracts decreased to $0 at March 31, 2016 versus $84,444 at March 31, 2015.  The decrease is due to timing of billings on certain contracts in process at March 31, 2016 versus March 31, 2015.

 

Other long-term liabilities decreased $156,135 to $288,889 at March 31, 2016 from $445,024 at March 31, 2015 due to the amortization of a license fee received from a customer under a ten-year cooperation agreement and revision of the executive employment agreements.

 

Common stock and additional paid-in capital increased to $483,303 and $128,103,861, respectively, at March 31, 2016 compared to $400,000 and $121,866,061 at March 31, 2015. The increases in common stock and additional paid-in capital were primarily attributable to the registered direct offering that took place in October, 2015 and the periodic expensing of non-cash share-based payments associated with grants under our Equity Incentive Plan and Stock Bonus Plan.

 

19


 

Results of Operations

 

Revenue

 

Product sales this fiscal year increased 43 percent to $4,592,852 compared to $3,218,616 for the fiscal year ended March 31, 2015, reflecting an increase in orders from our customers, both domestically and internationally. Product sales for the fiscal year ended March 31, 2015 decreased 48 percent to $3,218,616 compared to $6,136,305 for the fiscal year ended March 31, 2014. The decrease was primarily due a slow domestic market resulting in reduced orders from our customers.

 

Revenue from contract services decreased $83,181, or 10 percent, to $713,947 for the fiscal year ended March 31, 2016 versus $797,128 for the fiscal year ended March 31, 2015. This was driven by a change in mix of contracts in process during the current fiscal year and by decreased levels of customer funded research activities, which vary from period to period. Revenue from contract services decreased $112,767, or 12 percent, to $797,128 for the fiscal year ended March 31, 2015 versus $909,895 for the fiscal year ended March 31, 2014. This was driven by a change in mix of contracts in process and by decreased levels of customer funded research activities.

 

Gross Profit Margin

 

Gross profit margins on product sales this fiscal year decreased to 27 percent compared to 35 percent for fiscal 2015. The decrease is primarily due to a change in overhead absorption resulting from the termination of our DOE grant.  Gross profit margins on product sales for the fiscal year ended March 31, 2015 decreased to 35 percent compared to 41 percent for fiscal 2014. The decrease is primarily due to the decrease in overhead absorption as a result of lower volumes shipped during the fiscal year.

 

Gross profit margins on contract services increased to 8 percent this fiscal year compared to nil percent for the fiscal year ended March 31, 2015, reflecting a change in the mix of contracts in process in the current fiscal year. Gross profit margins on contract services for the fiscal year ended March 31, 2015 decreased to nil compared to 18 percent for the fiscal year ended March 31, 2014, reflecting a change in the mix of contracts in process.

 

Costs and Expenses

 

Research and development expenditures for the fiscal year ended March 31, 2016 were $3,459,746 compared to $1,131,159 and $219,887 for the fiscal years ended March 31, 2015 and 2014, respectively. Coincident with the contractual end of the DOE Grant on January 12, 2015, we launched and re-deployed resources to several new internally funded projects aimed at developing and significantly improving our product portfolio. The reallocation of expenses from production engineering to research and development led to the significant increase in research and development expenditures for fiscal years ending March 31, 2016 and 2015.  

 

Production engineering costs were $0 for the fiscal year ended March 31, 2016 versus $3,406,923 and $4,644,646 for the prior two fiscal years, respectively.  With the expiration of the Grant, we re-deployed resources from production engineering activities to several new internally funded research and development activities, which led to the reduction in production engineering costs in the current fiscal year. The decrease for the fiscal year ended March 31, 2015 was attributable to decreased levels of product qualification and testing activities. 

 

Reimbursement of costs under the DOE Grant were $0 in fiscal year 2016 versus $1,901,109 and $3,625,853 for each of the two prior fiscal years, respectively.  The decrease for the current fiscal is attributable to the expiration of the Grant which occurred during the fourth quarter of fiscal year 2015.  During the fiscal year ended March 31, 2014, we changed our cumulative estimate of reimbursable rates under the Grant which resulted in an increase in our reimbursement recorded for the year of $958,000.  Excluding this adjustment, reimbursements recorded during fiscal 2015 were 57 percent of production engineering expenditures versus 85 percent for the fiscal year ended March 31, 2014, reflecting a decrease in our estimated reimbursable overhead costs. 

 

Selling, general and administrative expenses this fiscal year were $5,406,628 compared to $5,337,795 and $5,143,864 for the fiscal years ended March 31, 2015 and 2014, respectively. The increase this fiscal year is attributable to an increase in legal and business development expenses.  The increase for the fiscal year ended March 31, 2015 is attributable to higher marketing and business development expenses.

20


 

 

Other

 

Recovery of impaired assets was $585,800 for fiscal year ended March 31, 2016 and $0 for fiscal year ended March 31, 2015 compared to recovery of impaired assets of $868,475 for the fiscal year ended March 31, 2014.  During the fiscal year ended March 31, 2016, we reduced the carrying value of the accrued vendor settlement liability by $585,800, due to the settlement with a vendor.  During the fiscal year ended March 31, 2014, we recorded a reduction to our accrued import duties liability of $726,640 as a result of the ruling from the Department of Commerce that significantly reduced the amount of duties owed, and we reduced the carrying value of the accrued vendor settlement liability by $141,835, due to settlements with certain vendors during the year which were below the originally estimated amounts.

 

Interest income decreased to $8,122 for the current fiscal year compared to $12,306 and $1,787 for the fiscal years ended March 31, 2015 and 2014, respectively.  The decrease this fiscal year versus fiscal year 2015 is attributable to lower yields and lower levels of invested cash balances prior to the registered direct offering in October, 2015.  The increase for fiscal 2015 compared to fiscal 2014 is attributable to higher yields on invested cash balances.

 

Other income for the fiscal year ended March 31, 2016 was $30,054 versus $859,055 and $7,472 for the fiscal years ended March 31, 2015 and 2014, respectively. The decrease for fiscal year 2016 compared to fiscal year 2015 is attributable to insurance proceeds received under a key-man life insurance policy.

 

Net Loss

 

As a result, net loss for the fiscal year ended March 31, 2016 was $6,938,351, or $0.16 per common share, compared to a net loss of $5,988,530, or $0.15 per common share, and $2,773,244, or $0.07 per common share, for the fiscal years ended March 31, 2015 and 2014, respectively.

 

Liquidity and Capital Resources

 

Our cash balances and liquidity throughout the fiscal year ended March 31, 2016 were adequate to meet operating needs. At March 31, 2016, we had cash and cash equivalents of $7,030,230 and working capital of $8,765,522 compared to $6,585,703 and $15,605,555 at March 31, 2015, respectively. Working capital declined as of March 31, 2016 because we reclassified some inventory as non-current to reflect the timing of sales projections anticipated in our new long-term supply agreement with ITL.

 

For the year ended March 31, 2016, net cash used in operating activities was $5,104,097 compared to net cash used in operating activities of $3,363,094 and $622,732 for the years ended March 31, 2015 and 2014, respectively. The increase in cash used in operating activities for the current fiscal year versus fiscal 2015 is primarily attributable to increased net losses due to the DOE Grant ending in the fourth quarter of fiscal 2015 and the settlement of a lawsuit.  The increase in cash used in operating activities for fiscal 2015 compared to fiscal 2014 is primarily attributable to increased net losses due to lower product sales revenue during fiscal 2015 and an adjustment recorded in fiscal year 2014 to our cumulative estimate of reimbursable rates under the Grant which resulted in a one-time pick-up of $958,000. These changes were partially offset by decreased levels of inventory and decreased levels of costs and estimated earnings in excess of billings on uncompleted contracts.

 

Net cash used in investing activities for the fiscal year ended March 31, 2016 was $176,625 compared to cash used by investing activities of $153,127 and cash provided by investing activities of $1,348,248 for the fiscal years ended March 31, 2015 and 2014, respectively.  The change for the current fiscal year is primarily due to decreased levels of net investments in property and equipment during the current year. The decrease in cash provided for the fiscal year ended March 31, 2015 versus fiscal 2014 was primarily due to higher levels of net investments in property and equipment during the current year, and proceeds from the sale of our former facility during fiscal 2014.

 

Net cash provided by financing activities was $5,725,249for the fiscal year ended March 31, 2016 versus cash used by financing activities of $145,188 for fiscal year 2015 and cash provided by financing activities of $4,993,697 for the fiscal year ended March 31, 2014. The change in cash provided in the current fiscal year was primarily attributable to the cash received by the registered direct offering in October, 2015. The change in cash used in financing activities in fiscal year 2015 was primarily attributable to completion of a follow-on offering during fiscal 2014.

 

21


 

We expect to fund our operations over the next year from existing cash and cash equivalent balances and the reduction of inventories. Although we expect to manage our operations and working capital requirements to minimize the future level of operating losses and working capital usage, our working capital requirements may increase in the future. If customer demand accelerates substantially, our working capital requirements may also increase substantially.

 

If our existing financial resources are not sufficient to execute our business plan, we may issue equity or debt securities in the future, although we cannot assure that we will be able to secure additional capital should it be required to implement our current business plan. In the event financing or equity capital to fund future growth is not available on terms acceptable to us, or at all, we will modify our strategy to align our operations with then available financial resources. Based on our current level of operations, we believe we have sufficient cash and cash equivalents to fund our operations for at least the next twelve months.

 

Contractual Obligations

 

The following table presents information about our contractual obligations and commitments as of March 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments due by Period

 

 

    

 

 

    

Less Than

    

 

 

    

 

 

    

More than

 

 

 

Total

 

1 Year

 

2 - 3 Years

 

4 - 5 Years

 

5 Years

 

Purchase obligations

 

$

292,650

 

$

292,650

 

$

-

 

$

-

 

$

-

 

Executive employment agreements (1)

 

 

132,222

 

 

-

 

 

132,222

 

 

-

 

 

-

 

Total

 

$

424,872

 

$

292,650

 

$

132,222

 

$

 —

 

$

 —

 


(1)

Includes retention bonus payable under executive employment agreements if our officers remain employees of UQM continuously through June 30, 2017, but not annual cash compensation under the agreements. This is reflected in other long-term liabilities in the accompanying Consolidated Balance Sheets.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the dollar values reported in the consolidated financial statements and accompanying notes. Note 1 to our consolidated financial statements describes the significant accounting policies and methods used in preparation of the consolidated financial statements. Estimates are used for, but not limited to, allowance for uncollectible accounts receivables, costs to complete contracts, the recoverability of inventories and the fair value of financial and long-lived assets. Actual results could differ materially from these estimates. The following critical accounting policies are impacted significantly by judgments, assumptions and estimates used in preparation of the consolidated financial statements.

 

Inventories

 

We maintain raw material inventories of electronic components, motor parts and other materials to meet our expected manufacturing needs for proprietary products and for products manufactured to the design specifications of our customers. Some of these components may become obsolete or impaired due to bulk purchases in excess of customer requirements. Accordingly, we periodically assesses our raw material inventory for potential impairment of value based on then available information, expectations and estimates and establish impairment reserves as appropriate.

 

As of March 31, 2016, we had approximately $7.7 million of PowerPhase Pro® inventory originally purchased or manufactured for a former customer who subsequently filed for bankruptcy protection. We evaluate PowerPhase Pro® inventory separately from our other inventory to determine whether the inventory is impaired. We considered the following factors in our evaluation of the need for a reserve of the PowerPhase Pro®  inventory as of March 31, 2016, 2015 and 2014:

 

·

Demand from customers who had purchased the system in the past and the prospects for future purchases.

22


 

·

Potential demand for the system from identified customers who were considering purchasing the system, but had not yet done so.

·

The potential to identify additional customers for the system who were not currently engaged with the Company in the sales cycle.

·

Our ability to sell this inventory as is or with only minor modifications.

·

Our ability to sell the systems at prices above our inventory cost.

·

The risk of technical obsolescence for the system over the expected selling period.

 

We believe the PowerPhase Pro® system is right sized for many medium-duty truck, marine, passenger vehicle and stationary power applications, and this inventory is now being sold to other customers. We have analyzed sales forecasts of current and potential customers for this product, including the forecasts anticipated in the new long-term supply agreement with ITL, although at lower margins, and believe that there is sufficient market demand to consume the balance of the PowerPhase Pro® inventory currently on hand. We continue to sell this product at selling prices in excess of inventory cost and believe that we will be able to do so in the future. As of March 31, 2016 and 2015, no impairment of this inventory was recorded.

 

During the fiscal years ended March 31, 2016, 2015 and 2014, we recorded inventory impairments for obsolescence other than PowerPhase Pro® inventory of $9,906, $44,451 and $5,047, respectively.

 

It is reasonably possible that future events or changes in circumstances could cause the realizable value of our inventories to decline materially, resulting in material impairment losses.

 

Accounts Receivable

 

Our trade accounts receivable are subject to credit risks associated with the financial condition of our customers and their liquidity. We evaluate all customers periodically to assess their financial condition and liquidity and set appropriate credit limits based on this analysis. As a result, the collectability of accounts receivable may change due to changing general economic conditions and factors associated with each customer’s particular business.  In light of current economic conditions, we may need to maintain an allowance for bad debts in the future. It is also reasonably possible that future events or changes in circumstances could cause the realizable value of our trade accounts receivable to decline materially, resulting in material losses.

 

Percentage of Completion Revenue Recognition on Long-term Contracts: Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts

 

We recognize revenue on development projects funded by our customers using the percentage-of-completion method. Under this method, contract services revenue is based on the percentage that costs incurred to date bear to management’s best estimate of the total costs to be incurred to complete the project. Many of these contracts involve the application of our technology to customers’ products and other applications with demanding specifications. Estimated costs for each project are developed by our engineering staff based upon a progression of technical tasks required to attain the project's objectives.  These estimates typically include the number of hours of work required by each category of personnel, the cost of subcontracts, materials and components, as well as costs for consultants and project related travel. These estimated costs are reviewed throughout the project and revised quarterly, if necessary, to accurately reflect our best estimate of the remaining costs necessary to complete the project. Management’s best estimates have sometimes been adversely impacted by unexpected technical challenges requiring additional analysis and redesign, failure of electronic components to operate in accordance with manufacturers published performance specifications, unexpected prototype failures requiring the purchase of additional parts, changes in actual overhead costs versus estimated overhead costs and a variety of other factors that may cause unforeseen delays and additional costs. It is reasonably likely that estimated project costs to complete the projects in process at March 31, 2016 could change materially in the future, and any modification of management’s current estimate of total project costs to be incurred could result in material changes in the profitability of affected projects or result in material losses on any affected projects.

 

Fair Value Measurements and Asset Impairment

 

Some of our assets and liabilities may be subject to analysis as to whether the asset or liability should be marked to fair value and some assets may be evaluated for potential impairment in value. The determination of fair value for those assets that do not have quoted prices in active markets is highly judgmental. These estimates and judgments may include

23


 

fair value determinations based upon the extrapolation of quoted prices for similar assets and liabilities in active or inactive markets, for observable items other than the asset or liability itself, for observable items by correlation or other statistical analysis, or from our assumptions about the assumptions market participants would use in valuing an asset or liability when no observable market data is available. Similarly, management evaluates both tangible and intangible assets for potential impairments in value. In conducting this evaluation, management may rely on a number of factors to value anticipated future cash flows including operating results, business plans and present value techniques. Rates used to value and discount cash flows may include assumptions about interest rates and the cost of capital at a point in time. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of asset impairment. Changes in any of the foregoing estimates and assumptions or a change in market conditions could result in a material change in the value of an asset or liability resulting in a material adverse change in our operating results.

 

ITEM 7A.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange and interest rates. One component of interest rate risk involves the short term investment of excess cash in short term, investment grade interest-bearing securities. If there are changes in interest rates, those changes would affect the investment income we earn on these investments and, therefore, impact our cash flows and results of operations, although we expect that the impact would be immaterial. We do not use financial instruments to any degree to manage these risks and do not hold or issue financial instruments for trading purposes. All of our product sales and related receivables are payable in U.S. dollars.

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ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and Shareholders

UQM Technologies, Inc.

 

We have audited the accompanying consolidated balance sheet of UQM Technologies, Inc. and subsidiaries as of March 31, 2016, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of UQM Technologies, Inc. and subsidiaries as of March 31, 2016 and the results of  their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Hein & Associates LLP

 

Denver, Colorado

June 7 2016

25


 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and Shareholders

UQM Technologies, Inc.

 

We have audited the accompanying consolidated balance sheet of UQM Technologies, Inc. (a Colorado corporation) and subsidiaries (the “Company”) as of March 31, 2015, and the related consolidated statements of operations,  stockholders’ equity, and cash flows for each of the two years in the period ended March 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of UQM Technologies, Inc. and subsidiaries as of March 31, 2015, and the results of their operations and their cash flows for each of the two years in the period ended March 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ GRANT THORNTON LLP

 

Denver, Colorado

May 28, 2015

 

26


 

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES

 

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

    

Fiscal Year Ended March 31,

 

 

 

2016

    

2015

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

7,030,230

 

$

6,585,703

 

Accounts receivable

 

 

481,404

 

 

522,417

 

Other receivable

 

 

 -

 

 

855,000

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

 

60,296

 

 

49,917

 

Inventories

 

 

2,271,271

 

 

9,354,053

 

Prepaid expenses and other current assets

 

 

272,597

 

 

266,448

 

Total current assets 

 

 

10,115,798

 

 

17,633,538

 

 

 

 

 

 

 

 

 

Property and equipment, at cost:

 

 

 

 

 

 

 

Land

 

 

1,683,330

 

 

1,683,330

 

Building

 

 

4,516,301

 

 

4,516,301

 

Machinery and equipment

 

 

7,089,332

 

 

7,037,200

 

 

 

 

13,288,963

 

 

13,236,831

 

Less accumulated depreciation

 

 

(7,241,769)

 

 

(6,410,242)

 

Net property and equipment

 

 

6,047,194

 

 

6,826,589

 

 

 

 

 

 

 

 

 

Patent costs, net of accumulated amortization of $916,960 and $895,227, respectively

 

 

249,414

 

 

239,043

 

 

 

 

 

 

 

 

 

Trademark costs, net of accumulated amortization of $77,514 and $73,018, respectively

 

 

98,327

 

 

102,823

 

 

 

 

 

 

 

 

 

Noncurrent inventories

 

 

6,840,170

 

 

 -

 

 

 

 

 

 

 

 

 

Total assets

 

$

23,350,903

 

$

24,801,993

 

 

See accompanying notes to consolidated financial statements.

27


 

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES

 

Consolidated Balance Sheets, Continued

 

 

 

 

 

 

 

 

 

 

    

Fiscal Year Ended March 31,

 

 

 

2016

    

2015

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

364,841

 

$

398,568

 

Other current liabilities

 

 

985,435

 

 

1,544,971

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

 

 -

 

 

84,444

 

Total current liabilities

 

 

1,350,276

 

 

2,027,983

 

 

 

 

 

 

 

 

 

Other long-term liabilities

 

 

288,889

 

 

445,024

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

1,639,165

 

 

2,473,007

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock, $0.01 par value, 75,000,000 and 50,000,000 shares authorized; 48,330,286 and 39,999,984 shares issued and outstanding, respectively

 

 

483,303

 

 

400,000

 

Additional paid-in capital

 

 

128,103,861

 

 

121,866,061

 

Accumulated deficit

 

 

(106,875,426)

 

 

(99,937,075)

 

Total stockholders’ equity

 

 

21,711,738

 

 

22,328,986

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

23,350,903

 

$

24,801,993

 

 

See accompanying notes to consolidated financial statements.

28


 

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES

 

Consolidated Statements of Operations 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended March 31,

 

 

 

2016

    

2015

    

2014

 

Revenue:

 

 

 

 

 

 

 

 

 

 

Product sales

 

$

4,592,852

 

$

3,218,616

 

$

6,136,305

 

Contract services

 

 

713,947

 

 

797,128

 

 

909,895

 

 

 

 

5,306,799

 

 

4,015,744

 

 

7,046,200

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

Costs of product sales

 

 

3,343,508

 

 

2,101,610

 

 

3,609,028

 

Costs of contract services

 

 

659,244

 

 

798,038

 

 

743,068

 

Research and development

 

 

3,459,746

 

 

1,131,159

 

 

219,887

 

Production engineering

 

 

 -

 

 

3,406,923

 

 

4,644,646

 

Reimbursement of costs under DOE grant

 

 

 -

 

 

(1,901,109)

 

 

(3,625,853)

 

Selling, general and administrative

 

 

5,406,628

 

 

5,337,795

 

 

5,143,864

 

Recovery of impaired assets

 

 

(585,800)

 

 

 -

 

 

(868,475)

 

Loss (gain) on disposal of long- lived assets

 

 

 -

 

 

1,219

 

 

(37,462)

 

 

 

 

12,283,326

 

 

10,875,635

 

 

9,828,703

 

 

 

 

 

 

 

 

 

 

 

 

Loss before other income

 

 

(6,976,527)

 

 

(6,859,891)

 

 

(2,782,503)

 

 

 

 

 

 

 

 

 

 

 

 

Other income:

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

8,122

 

 

12,306

 

 

1,787

 

Other

 

 

30,054

 

 

859,055

 

 

7,472

 

 

 

 

38,176

 

 

871,361

 

 

9,259

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(6,938,351)

 

$

(5,988,530)

 

$

(2,773,244)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share - basic and diluted

 

$

(0.16)

 

$

(0.15)

 

$

(0.07)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares of common stock outstanding - basic and diluted

 

 

43,574,137

 

 

39,940,795

 

 

37,253,066

 

 

See accompanying notes to consolidated financial statements.

29


 

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES

 

Consolidated Statements of Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

common

 

 

 

 

Additional 

 

 

 

 

Total

 

 

 

shares

 

Common 

 

paid-in

 

Accumulated 

 

stockholders’

 

 

 

issued

 

     stock    

 

    capital    

 

     deficit       

 

     equity      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at April 1, 2013

 

 

36,664,097

    

$

366,641

    

$

115,573,331

    

$

(91,175,301)

    

$

24,764,671

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock under employee stock purchase plan

 

 

62,421

 

 

624

 

 

60,065

 

 

 -

 

 

60,689

 

Issuance of common stock in follow-on
offering, net of offering costs

 

 

2,864,872

 

 

28,649

 

 

4,883,284

 

 

 -

 

 

4,911,933

 

Issuance of common stock under stock bonus plan

 

 

166,231

 

 

1,663

 

 

34,836

 

 

 -

 

 

36,499

 

Issuance of common stock upon exercise  of employee options

 

 

20,146

 

 

201

 

 

20,874

 

 

 -

 

 

21,075

 

Compensation expense from employee and director stock option and common stock grants

 

 

 -

 

 

 -

 

 

753,372

 

 

 -

 

 

753,372

 

Net loss

 

 

 -

 

 

 -

 

 

 -

 

 

(2,773,244)

 

 

(2,773,244)

 

Balances at March 31, 2014

 

 

39,777,767

 

$

397,778

 

$

121,325,762

 

$

(93,948,545)

 

$

27,774,995

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock under employee stock purchase plan

 

 

12,052

 

 

120

 

 

21,935

 

 

 -

 

 

22,055

 

Issuance of common stock under stock bonus plan

 

 

288,051

 

 

2,881

 

 

29,563

 

 

 -

 

 

32,444

 

Issuance of common stock upon exercise  of employee options

 

 

5,053

 

 

50

 

 

4,447

 

 

 -

 

 

4,497

 

Retirement of vested shares

 

 

(82,939)

 

 

(829)

 

 

(170,911)

 

 

 -

 

 

(171,740)

 

Compensation expense from employee and director stock option and common stock grants

 

 

 -

 

 

 -

 

 

655,265

 

 

 -

 

 

655,265

 

Net loss

 

 

 -

 

 

 -

 

 

 -

 

 

(5,988,530)

 

 

(5,988,530)

 

Balances at March 31, 2015

 

 

39,999,984

 

$

400,000

 

$

121,866,061

 

$

(99,937,075)

 

$

22,328,986

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock under employee stock purchase plan