Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
−Removed: Market Information
−Removed: Shares of our common stock trade on The
−Removed: Nasdaq Capital Market under the symbol “POLA.”
−Removed: As of May 14, 2020, we had 10,125,681 shares of common stock
−Removed: outstanding held of record by approximately 17 stockholders.
−Removed: These holders of record include depositories that hold shares of stock
−Removed: for brokerage firms which, in turn, hold shares of stock for numerous beneficial owners.
−Removed: Recent Sales of Unregistered Securities
−Removed: Purchases of Equity Securities by the Issuer and Affiliated
−Removed: On November 6, 2019, we entered into a Rule
−Removed: 10b-18 Stock Repurchase Agreement authorizing ThinkEquity to repurchase up to $500,000 of our common stock.
−Removed: On January 20, 2020,
−Removed: we terminated the Stock Repurchase Agreement.
−Removed: As of December 31, 2019, we had purchased 17,477 shares common stock and held them
−Removed: as treasury stock at a cost of $39,942.
+Added: of our common stock trade on The Nasdaq Capital Market under the symbol “POLA.”
+Added: of March 31, 2021, we had 12,788,203 shares of common stock outstanding held of record by approximately 13 stockholders.
+Added: holders of record include depositories that hold shares of stock for brokerage firms which, in turn, hold shares of stock for
+Added: numerous beneficial owners.
+Added: Sales of Unregistered Securities
+Added: of Equity Securities by the Issuer and Affiliated Purchasers
+Added: November 6, 2019, we entered into a Rule 10b-18 Stock Repurchase Agreement authorizing ThinkEquity to repurchase up to $500 of
+Added: our common stock.
+Added: On January 20, 2020, we terminated the Stock Repurchase Agreement.
+Added: As of December 31, 2020, we had purchased
+Added: 17,477 shares common stock and held them as treasury stock at a cost of $40.
Total number of shares (or units) purchased
4 unchanged sentences
Selected Financial Data.
−Removed: Not applicable.
Management Discussion and Analysis of Financial Condition and Results of Operations.
−Removed: You should read the following discussion
−Removed: and analysis of our financial condition and results of operations together with our financial statements and the related notes
−Removed: and other financial information included elsewhere in this Annual Report on Form 10-K.
−Removed: In addition to historical information, this
−Removed: discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.
−Removed: Our actual results
−Removed: may differ materially from those discussed below.
−Removed: Factors that could cause or contribute to such differences include, but are not
−Removed: limited to, those identified below, and those discussed in the section titled “Risk Factors”
−Removed: and elsewhere in this
−Removed: Annual Report on Form 10-K.
−Removed: Our historical results are not necessarily indicative of the results to be expected for any future
−Removed: period, and results for any interim period are not necessarily indicative of the results to be expected for the full year.
−Removed: We design, manufacture and sell
−Removed: DC power generators, renewable energy and cooling systems for applications primarily in the telecommunications market and, to a
−Removed: lesser extent, in other markets, including military, electric vehicle charging, marine and industrial.
−Removed: Within the telecommunications
−Removed: market, our DC power systems provide reliable and low-cost DC power to service applications that do not have access to the utility
−Removed: grid (i.e., prime power applications) or have critical power needs and cannot be without power in the event of utility grid failure
−Removed: (i.e., back-up power applications).
−Removed: Within this market, we offer the following three configurations of our DC power systems, with
−Removed: output power ranging from 5 kW to 32 kW:
−Removed: DC base power systems .
−Removed: These systems integrate a DC generator and automated controls with remote monitoring, which are typically contained within an environmentally regulated enclosure.
−Removed: DC hybrid power systems .
−Removed: These systems incorporate lithium-ion batteries (or other advanced battery chemistries) with our proprietary BMS into our standard DC power systems.
−Removed: DC solar hybrid power systems .
−Removed: These systems incorporate photovoltaic and other sources of renewable energy into our DC hybrid power system.
−Removed: Our DC power systems are available
−Removed: in diesel, natural gas, LPG / propane and renewable formats, with diesel, natural gas and propane gas being the predominate formats.
−Removed: During the years ended December
−Removed: 31, 2019 and 2018, 96% and 90%, respectively, of our total net sales were within the telecommunications market.
−Removed: In 2019, 91% of
−Removed: our total net sales were derived from our three largest customers, of which 68% were derived from AT&T, 17% from T-Mobile,
−Removed: and 6% from Verizon Wireless.
−Removed: In 2018, we had 85% of our total net sales derived from our three largest customers, of which 53%
−Removed: were derived from AT&T, 22% from T-Mobile, and 10% from Verizon Wireless.
−Removed: During those periods, the majority of our sales were
−Removed: of our DC base powers systems.
−Removed: In March 2020, the World
−Removed: Health Organization declared the outbreak of COVID-19 a global pandemic, and, in the following weeks, many U.S.
−Removed: foreign countries issued lockdown orders negatively impacting the operations of our manufacturing facilities and customer
−Removed: demand for our products.
+Added: should read the following discussion and analysis of our financial condition and results of operations together with our financial
+Added: statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K.
+Added: to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties
+Added: and assumptions.
+Added: Our actual results may differ materially from those discussed below.
+Added: Factors that could cause or contribute to
+Added: such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk
+Added: Factors”
+Added: and elsewhere in this Annual Report on Form 10-K.
+Added: Our historical results are not necessarily indicative of the
+Added: results to be expected for any future period, and results for any interim period are not necessarily indicative of the results
+Added: to be expected for the full year.
+Added: design, manufacture and sell DC power generators, renewable energy and cooling systems for applications primarily in the telecommunications
+Added: market and, to a lesser extent, in other markets, including military, electric vehicle charging, marine and industrial
+Added: the telecommunications market, our DC power systems provide reliable and low-cost DC power to service applications that do not
+Added: have access to the utility grid (i.e., prime power applications) or have critical power needs and cannot be without power in the
+Added: event of utility grid failure (i.e., back-up power applications).
+Added: Within this market, we offer the following three configurations
+Added: of our DC power systems, with output power ranging from 5 kW to 30 kW:
+Added: base power systems .
+Added: These systems integrate a DC generator and automated controls with remote monitoring, which are
+Added: typically contained within an environmentally regulated enclosure.
+Added: hybrid power systems .
+Added: These systems incorporate lithium-ion batteries (or other advanced battery chemistries) with
+Added: our proprietary battery management system, or BMS, into our standard DC power systems.
+Added: solar hybrid power systems .
+Added: These systems incorporate photovoltaic and other sources of renewable energy into our
+Added: DC hybrid power system.
+Added: DC power systems are available in diesel, natural gas, LPG / natural gas and renewable formats, with diesel, natural gas and propane
+Added: gas being the predominate formats.
+Added: the years ended December 31, 2020 and 2019, 96% and 96%, respectively, of our total net sales were within the telecommunications
+Added: In 2020, 81% of our total net sales were derived primarily from three customers which are in the telecommunications industry
+Added: and each accounted for 52%, 15% and 14% of total net sales for 2020.
+Added: In 2019, we had 91% of our total net sales derived from our
+Added: three largest customers which are in the telecommunications industry and each accounted for 68%, 17% and 6% of our total net sales
+Added: March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic, and, in the following weeks, many
+Added: states and foreign countries issued lockdown orders negatively impacting the operations of our manufacturing facilities and
+Added: customer demand for our products.
Since then, the COVID-19 situation within the U.S.
and foreign countries has rapidly escalated.
−Removed: extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including
−Removed: the duration and spread of the outbreak, the impact on our customers and our sales cycles, the impact on our customer,
−Removed: employee or industry events, and the effect on our vendors, all of which are uncertain and cannot be predicted.
−Removed: point, we are uncertain of the full magnitude that the pandemic may have on our financial condition, liquidity and future
−Removed: results of operations.
−Removed: Critical Accounting Policies
−Removed: Our financial statements have
−Removed: been prepared in accordance with accounting principles generally accepted in the United States of America.
−Removed: The preparation of these
−Removed: financial statements requires us to make estimates and judgments that may have a significant impact on the portrayal of our financial
−Removed: condition and results of operations.
−Removed: We base our estimates on historical experience and on various other assumptions that are believed
−Removed: to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of
−Removed: assets and liabilities that are not readily apparent from other sources.
−Removed: Actual results could differ materially from these estimates.
−Removed: We believe that the following
−Removed: critical accounting policies, among others, affect our more significant judgment and estimates used in the preparation of our financial
−Removed: Revenue Recognition.
−Removed: The Company recognizes revenue in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606), (ASC 606).
−Removed: The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount
−Removed: expected to be collected.
−Removed: ASC 606 creates a five-step model that requires entities to exercise judgment when
−Removed: considering the terms of contract(s), which includes (i) identifying the contract(s) or agreement(s) with a customer, (ii) identifying
−Removed: our performance obligations in the contract or agreement, (iii) determining the transaction price, (iv) allocating the transaction
−Removed: price to the separate performance obligations, and (v) recognizing revenue as each performance obligation is satisfied.
−Removed: ASC 606, revenue is recognized when performance obligations under the terms of a contract are satisfied, which occurs for us upon
−Removed: shipment or delivery of products or services to our customers based on written sales terms, which is also when control is transferred.
−Removed: Revenue is measured as the amount of consideration we expect to receive in exchange for transferring the products or services to
−Removed: We determine whether delivery has occurred
−Removed: based on when title transfers and the risks and rewards of ownership have transferred to the customer, which usually occurs when
−Removed: we place the product with the customer’s carrier or deliver the product to a customer’s location.
−Removed: We regularly review
−Removed: our customers’
+Added: We have implemented new procedures to support the health and safety of our employees and we are following all guidelines issued
+Added: Centers for Disease Control and Prevention, as well as federal, state and regional public health authorities.
+Added: manufacturing facilities have remained opened with certain limitations and restrictions to comply COVID-19 safety guidelines and
+Added: provide a safe work environment for our employees.
+Added: has had and is likely to continue to have, a material and substantial adverse impact on our results of operations including, among
+Added: others, a decrease in our sales, delays in sourcing of raw materials from suppliers which, in turn, has raised liquidity concerns.
+Added: In addition, our inventory write-off increased during 2020 due to current uncertainties regarding specific product shipments.
+Added: Our business is directly dependent upon, and correlates closely with, the marketing levels and ongoing business activities of
+Added: our existing customers and suppliers.
+Added: In the event of a continued widespread economic downturn caused by COVID-19, we will likely
+Added: experience a further reduction in current projects, longer sales and collection cycles, deferral or delay of purchase commitments
+Added: for our DC power systems, a reduction in our manufacturing functionality, higher than normal inventory levels, a reduction in
+Added: the availability of qualified labor, and increased price competition, all of which could substantially adversely affect our net
+Added: revenues and our ability to remain a going concern.
+Added: December 2020, the Food and Drug Administration authorized the release of vaccines to help control COVID-19.
+Added: Although there are
+Added: many unknown factors of its success to control COVID-19 and the timeline of making the vaccine available to a great majority of
+Added: people around the world, we believe these are significant events aimed to control COVID-19 that may lead to improvements to the
+Added: global economy and to our business.
+Added: extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the
+Added: duration and spread of the outbreak, the impact on our customers and our sales cycles, the impact on our customer, employee or
+Added: industry events, and the effect on our vendors, all of which are uncertain and cannot be predicted.
+Added: At this point, we are uncertain
+Added: of the full magnitude that the pandemic may have on our financial condition, liquidity and future results of operations.
+Added: Accounting Policies
+Added: preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
+Added: (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets,
+Added: liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities.
+Added: On an ongoing basis, management reviews
+Added: its estimates and if deemed appropriate, those estimates are adjusted.
+Added: Significant estimates include those related to assumptions
+Added: used in determining reserves for uncollectible receivables, assumptions used in valuing inventories at net realizable value, impairment
+Added: analysis of long term assets, estimates of useful lives of property and equipment, assumptions used in valuing stock-based compensation,
+Added: the valuation allowance for deferred tax assets, accruals for product warranties, accruals for potential liabilities, and assumptions
+Added: used in the determination of the Company’s liquidity.
+Added: Actual results may differ from those estimates.
+Added: believe that the following critical accounting policies, among others, affect our more significant judgment and estimates used
+Added: in the preparation of our financial statements:
+Added: We recognize revenue in accordance with Financial Accounting Standards Board
+Added: Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC
+Added: ASC 606 requires entities to recognize revenue through the application of a five-step model, which includes:
+Added: identification
+Added: of the contract;
+Added: identification of the performance obligations;
+Added: determination of the transaction price;
+Added: allocation of the transaction
+Added: price to the performance obligations;
+Added: and recognition of revenue as the entity satisfies the performance obligations.
+Added: Substantially all of
+Added: the Company’s revenue is derived from product sales.
+Added: Product revenue is recognized when performance obligations under the terms
+Added: of a contract are satisfied, which occurs for the Company upon shipment or delivery of products or services to its customers based
+Added: on written sales terms, which is also when control is transferred.
+Added: Revenue is measured as the amount of consideration the Company
+Added: expects to receive in exchange for transferring the products or services to a customer.
+Added: The Company determines whether delivery
+Added: has occurred based on when title transfers and the risks and rewards of ownership have transferred to the customer, which usually
+Added: occurs when the Company places the product with the customer’s carrier or deliver the product to a customer’s location.
+Added: The Company regularly reviews its customers’
financial positions to ensure that collectability is reasonably assured.
−Removed: Under ASC 606, revenue is recognized when
−Removed: performance obligations under the terms of a contract are satisfied, which occurs for the Company upon shipment or delivery of
−Removed: products or services to our customers based on written sales terms, which is also when control is transferred.
−Removed: Revenue is measured
−Removed: as the amount of consideration we expect to receive in exchange for transferring the products or services to a customer.
−Removed: We provide limited warranties for parts and labor at no cost to our customers within a specified time period after the
−Removed: The warranty terms are typically from one to five years.
−Removed: The Company’s warranties are of an assurance-type and come
−Removed: standard with all Company product to cover repair or replacement should a product not perform as expected.
−Removed: The Company’s
−Removed: warranties are not a separate performance obligation and no transaction price is allocated to it.
−Removed: Provisions for estimated expenses
−Removed: related to product warranties are made at the time products are sold.
−Removed: These estimates are established using historical information
−Removed: about the nature, frequency and average cost of warranty claim settlements as well as product manufacturing and recovery from suppliers.
−Removed: Management actively studies trends of warranty claims and takes action to improve product quality and minimize warranty costs.
−Removed: We estimate the actual historical warranty claims coupled with an analysis of unfulfilled claims to record a liability for specific
−Removed: warranty purposes.
−Removed: Our product warranty obligations are included in other accrued liabilities in the balance sheets.
−Removed: As of December
−Removed: 31, 2019, and December 31, 2018, we had accrued a liability for warranty reserve of $375,000 and $175,000, respectively.
−Removed: believes that the warranty accrual is appropriate;
−Removed: however, actual claims incurred could differ from original estimates, requiring
−Removed: adjustments to the accrual.
−Removed: The Company does not provide any service warranties to its customers that require to be accounted for
−Removed: as a separate performance obligation.
−Removed: We write down our inventory
−Removed: for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market
−Removed: value-based upon assumptions about future demand, future pricing and market conditions.
−Removed: If actual future demand, future pricing
−Removed: or market conditions are less favorable than those projected by management, additional inventory write-downs may be required and
−Removed: the differences could be material.
−Removed: Once established, write-downs are considered permanent adjustments to the cost basis of the
−Removed: obsolete or unmarketable inventories .
−Removed: Stock-Based Compensation.
−Removed: The Company accounts for share-based awards to employees and nonemployees directors and consultants in accordance with the
−Removed: provisions of ASC 718, Compensation—Stock Compensation.
−Removed: , and under the recently issued guidance following FASB’s
−Removed: pronouncement, ASU 2018-07, Compensation—Stock Compensation (Topic 718):
−Removed: Improvements to Nonemployee Share-Based Payment
−Removed: Under ASC 718, and applicable updates adopted, share-based awards are valued at fair value on the date of grant
−Removed: and that fair value is recognized over the requisite service, or vesting, period.
−Removed: The Company values its equity awards using the
−Removed: Black-Scholes option pricing model, and accounts for forfeitures when they occur.
−Removed: Use of the Black-Scholes option pricing
−Removed: model requires the input of subjective assumptions including expected volatility, expected term, and a risk-free interest rate.
−Removed: The Company estimates volatility using a blend of its own historical stock price volatility as well as that of market comparable
−Removed: entities since the Company’s common stock has limited trading history and limited observable volatility of its own.
−Removed: term of the options is estimated by using the Securities and Exchange Commission Staff Bulletin No.
−Removed: 107’s Simplified Method
−Removed: for Estimate Expected Term .
−Removed: The risk-free interest rate is estimated using comparable published federal funds rates.
−Removed: Income Taxes.
−Removed: Our estimate of income
−Removed: taxes payable, deferred income taxes and the effective tax rate is based on an analysis of many factors including interpretations
−Removed: of federal and state income tax laws, the difference between tax and financial reporting bases of assets and liabilities, estimates
−Removed: of amounts currently due or owed in various jurisdictions, and current accounting standards.
−Removed: We review and update our estimates
−Removed: on a quarterly basis as facts and circumstances change and actual results are known.
−Removed: We recognize income taxes for the amount of
−Removed: taxes payable or refundable for the current year and deferred tax liabilities and assets are recognized for the future tax consequences
−Removed: of transactions that have been recognized in our financial statements or tax returns.
−Removed: A valuation allowance is provided when it
−Removed: is more likely than not that some portion or the entire deferred tax asset will not be realized.
−Removed: Effects of Inflation
−Removed: The impact of inflation and changing
−Removed: prices has not been significant on the financial condition or results of operations of our company.
−Removed: Impact of Recent Accounting
−Removed: Pronouncements
+Added: The Company provides limited warranties for parts and labor at no cost to its customers within a
+Added: specified time period after the sale.
+Added: Our standard warranty on new products is two years from the date
+Added: of delivery to the customer.
+Added: We offer a limited extended warranty of up to five years on our certified DC power systems based on
+Added: application and usage.
+Added: The Company’s warranties
+Added: are of an assurance-type and come standard with all Company products to cover repair or replacement should product not
+Added: perform as expected.
+Added: Provisions for estimated expenses related to product warranties are made at the time products are sold.
+Added: These estimates are established using historical information about the nature, frequency and average cost of warranty claim
+Added: settlements as well as product manufacturing and recovery from suppliers.
+Added: Management actively studies trends of warranty
+Added: claims and takes action to improve product quality and minimize warranty costs.
+Added: The Company estimates the actual historical
+Added: warranty claims coupled with an analysis of unfulfilled claims to record a liability for specific warranty purposes.
+Added: Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”)
+Added: The Company records adjustments to its inventory based on an estimated forecast of the inventory demand, taking into consideration,
+Added: among others, inventory turnover, inventory quantities on hand, unfilled customer order quantities, forecasted demand, current
+Added: prices, competitive pricing, and trends and performance of similar products.
+Added: If the estimated net realizable value is determined
+Added: to be less than the recorded cost of the inventory, the difference is recognized as a loss in the period in which it occurs.
+Added: inventory has been written down, it creates a new cost basis for inventory that may not subsequently written up.
+Added: Stock-based payments to employees, directors, and for acquiring goods and services from nonemployees, which
+Added: include grants of employee stock options, are recognized in the financial statements based on their grant date fair values in
+Added: accordance with ASC 718, Compensation-Stock Compensation .
+Added: Stock option grants, which are generally time vested, are measured
+Added: at the grant date fair value and depending on the conditions associated with the vesting of the award, compensation cost is recognized
+Added: on a straight-line or graded basis over the vesting period.
+Added: The fair value of stock options granted is estimated using the Black-Scholes
+Added: option-pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life,
+Added: and future dividends.
+Added: The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense
+Added: recorded in future periods.
+Added: The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized
+Added: for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences.
+Added: differences are the differences between the reported amounts of assets and liabilities and their tax bases.
+Added: Deferred tax assets
+Added: are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of
+Added: the deferred tax assets will not be realized before the Company is able to realize their benefits, or that future deductibility
+Added: is uncertain.
+Added: impact of inflation and changing prices has not been significant on the financial condition or results of operations of our company.
+Added: of Recent Accounting Pronouncements
See “Note 1 –
−Removed: Organization and
−Removed: Summary of Significant Accounting Policies –
+Added: Organization and Summary of Significant Accounting Policies –
Recent Accounting Pronouncements”
−Removed: of the Notes to Financial Statements
−Removed: commencing on page F-7 of this Annual Report on Form 10-K for management’s discussion as to the impact of recent accounting
−Removed: pronouncements.
−Removed: Jumpstart Our Business Startups Act of 2012
−Removed: On April 5, 2012, the JOBS Act was enacted.
+Added: of the Notes to Financial
+Added: Statements commencing on page F-7 of this Annual Report on Form 10-K for management’s discussion as to the impact of recent
+Added: accounting pronouncements.
+Added: Our Business Startups Act of 2012
+Added: April 5, 2012, the JOBS Act was enacted.
Section 107 of the JOBS Act provides that an “emerging growth company”
−Removed: can take advantage of the extended transition
−Removed: period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
−Removed: In other words,
−Removed: an “emerging growth company”
−Removed: can delay the adoption of certain accounting standards until those standards would otherwise
−Removed: apply to private companies.
−Removed: We have irrevocably elected not to avail ourselves of this extended transition period and, as a result,
−Removed: we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other
−Removed: public companies.
−Removed: We are in the process of evaluating
−Removed: the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act.
−Removed: Subject to certain conditions
−Removed: set forth in the JOBS Act, if as an “emerging growth company”
−Removed: we choose to rely on such exemptions, we may not be required
−Removed: to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting
−Removed: pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies
−Removed: under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the
−Removed: Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report
−Removed: providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose
−Removed: certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons
−Removed: of the Chief Executive Officer’s compensation to median employee compensation.
−Removed: These exemptions will apply until we no longer
−Removed: meet the requirements of being an “emerging growth company.”
+Added: take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or
+Added: revised accounting standards.
+Added: In other words, an “emerging growth company”
+Added: can delay the adoption of certain accounting
+Added: standards until those standards would otherwise apply to private companies.
+Added: We have irrevocably elected not to avail ourselves
+Added: of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on
+Added: which adoption of such standards is required for other public companies.
+Added: are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the
+Added: Subject to certain conditions set forth in the JOBS Act, if as an “emerging growth company”
+Added: rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our
+Added: system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure
+Added: that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act,
+Added: (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit
+Added: firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial
+Added: statements (auditor discussion and analysis), and (iv) disclose certain executive compensation-related items such as the correlation
+Added: between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee
+Added: compensation.
+Added: These exemptions will apply until we no longer meet the requirements of being an “emerging growth company.”
We will remain an “emerging growth company”
−Removed: until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more;
−Removed: the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering;
−Removed: (iii) the date
−Removed: on which we have issued more than $1.07 billion in nonconvertible debt during the previous three years;
−Removed: or (iv) the date on which
−Removed: we are deemed to be a large accelerated filer under the rules of the SEC.
−Removed: Financial Performance Summary –
+Added: until the earliest of (i) the last day of the fiscal year in which we
+Added: have total annual gross revenues of $1 billion or more;
+Added: (ii) December 31, 2021 (the last day of our fiscal year following the
+Added: fifth anniversary of the date of the completion of our initial public offering);
+Added: (iii) the date on which we have issued more than
+Added: $1.07 billion in nonconvertible debt during the previous three years;
+Added: or (iv) the date on which we are deemed to be a large accelerated
+Added: filer under the rules of the SEC.
+Added: Performance Summary –
Year Ended December 31, 2020
−Removed: During 2019, we experienced mixed
−Removed: We had significant growth during the first three quarters of the year with 96% of our annual revenues derived from this
−Removed: The overall increase in revenues during 2019 as compared to 2018 is a direct result of increased sales of our DC power
−Removed: systems to U.S.
−Removed: Tier-1 telecommunications customers during the first three quarters of the year.
−Removed: Our revenues for the year ended
−Removed: December 31, 2019 were $24,801,141, compared to $24,046,354 for the year ended December 31, 2018.
−Removed: We reported a net loss of $4,044,751
−Removed: for 2019, as compared to net loss of $848,252 for 2018.
−Removed: During the fourth quarter of 2019, and continuing
−Removed: into the first quarter of 2020, we experienced a decline in revenues, with product orders and shipments being postponed to the
−Removed: latter part of 2020.
−Removed: We believe these product order and shipment delays are temporary and are a result of a combination of factors
−Removed: including, among others, the transition from 3G and 4G to 5G networks in the U.S.
−Removed: markets by all major Tier-1 wireless providers
−Removed: resulting in a slowdown in sales of our backup generators.
−Removed: We believe that our wireless customers are focusing their financial
−Removed: resources into deployment of their 5G networks rather than on back-up power solutions, especially because of delays experienced
−Removed: by network providers in determining the future power requirements for macro cells sites connected to hundreds of small cells in
−Removed: a 5G network.
−Removed: In addition, we have observed a trend where Tier-1 network operators are divesting their tower assets to invest capital
−Removed: into the acquisition of spectrum.
−Removed: Our backlog as of December 31,
−Removed: 2019 was approximately $4.0 million, with 75% of that amount being attributable to U.S.
−Removed: Tier-1 telecommunications customers, 16%
−Removed: to telecommunications customers overseas, 2% to military customers, and 7% to other customers.
−Removed: We anticipate that the majority
−Removed: of our future sales during the next twelve months will be comprised of DC power systems for applications within the mobile telecommunications
−Removed: tower market in the U.S.
−Removed: and international markets as we continue to expand our sales infrastructure in these markets.
−Removed: Results of Operations
−Removed: The tables presented below, which
−Removed: compare our results of operations from one period to another, present the results for each period, the change in those results
−Removed: from one period to another in both dollars and percentage change, and the results for each period as a percentage of net revenues.
+Added: net sales for the year ended December 31, 2020, were $9,031, as compared to $24,801 for the year ended December 31, 2019.
+Added: a net loss of $10,871 for 2020, as compared to net loss of $4,045 for 2019.
+Added: We believe this decline in revenues is primarily due
+Added: to our Tier-1 telecommunications customers shifting their investments to the deployment of their new 5G networks rather than making
+Added: investments in back-up power generators.
+Added: We also believe that COVID-19 has had a negative impact on our customers’
+Added: to deploy new systems due to precautionary measures focused at slowing down the spread of COVID-19 within their employee base.
+Added: The focus on the deployment of new 5G networks has had a direct negative impact on our ability to increase sales of our products
+Added: to our Tier-1 telecommunications customers.
+Added: 2020, our international sales increased to $1,522, as compared to $230 during 2019.
+Added: The increase was due primarily to shipments
+Added: of our new LPG DC power systems during the second half of 2020.
+Added: sales backlog as of December 31, 2020, was $4,239, with 65% of that amount being attributable to U.S.
+Added: telecommunications customers,
+Added: 21% to telecommunications customers outside the U.S., 2% to military customers, and 12% to other customer in other markets.
+Added: recent increase in our backlog is as a result of U.S.
+Added: Tier-1 wireless carriers increasing their orders of our DC backup power
+Added: During the fourth quarter of 2020, we believe the major Tier-1 wireless providers reached a point in the implementation
+Added: of their 5G programs where they are starting to increase orders on backup power solutions.
+Added: In December 2020, our backlog increased
+Added: by $2.0 million primarily from sales orders from our largest Tier-1 telecommunications customer.
+Added: the release of COVID-19 vaccines in December 2020, we remain hopeful that the global economy will gradually return to normality
+Added: allowing us to expand our sales and marketing initiatives.
+Added: We are also working on expanding our research and development capacity
+Added: to enhance our sales support and new product development programs.
+Added: We are focused on diversifying our customer base within the
+Added: telecom market while seeking new opportunities in other markets.
+Added: anticipate that our future sales will improve as the U.S.
+Added: economy recovers from the impact of the COVID-19 pandemic, our U.S.
+Added: telecommunications customers return to their backup power programs, and we succeed in diversifying our customer base.
+Added: the full impact of the COVID-19 pandemic on our financial and operating performance will depend significantly on the duration
+Added: and severity of the outbreak, the actions taken to contain or mitigate its impact, disruption to our supply chain, and the pace
+Added: with which our clients return to more normalized purchasing behavior, among others factors beyond our knowledge or control.
+Added: section “Risk Factors”
+Added: in this Annual Report for additional considerations.
+Added: of Operations
+Added: tables presented below, which compare our results of operations from one period to another, present the results for each period,
+Added: the change in those results from one period to another in both dollars and percentage change, and the results for each period
+Added: as a percentage of net revenues.
The columns present the following:
−Removed: The first two data columns in each table show the absolute results for each period presented.
−Removed: The columns entitled “Dollar Variance”
+Added: first two data columns in each table show the absolute results for each period presented.
+Added: columns entitled “Dollar Variance”
and “Percentage Variance”
−Removed: shows the change in results, both in dollars and percentages.
+Added: shows the change in results, both in
+Added: dollars and percentages.
These two columns show favorable changes as a positive and unfavorable changes as negative.
−Removed: For example, when our net revenues increase from one period to the next, that change is shown as a positive number in both columns.
−Removed: Conversely, when expenses increase from one period to the next, that change is shown as a negative in both columns.
−Removed: The last two columns in each table show the results for each period as a percentage of net revenues.
−Removed: Comparison of the Years Ended December 31, 2019
+Added: when our net revenues increase from one period to the next, that change is shown as a positive number in both columns.
+Added: when expenses increase from one period to the next, that change is shown as a negative in both columns.
+Added: last two columns in each table show the results for each period as a percentage of net revenues.
+Added: of the Years Ended December 31, 2020 and 2019
Year Ended December 31,
3 unchanged sentences
Cost of sales
+Added: Gross profit (loss)
Sales and marketing expenses
7 unchanged sentences
Income tax benefit
−Removed: $ (4,044,751 )
−Removed: $ (3,196,499 )
−Removed: Net sales increased by
−Removed: $754,787, or 3%, to $24,801,141 for the year ended December 31, 2019, as compared to $24,046,354 for the year ended December 31,
−Removed: The increase was primarily due to an increase in sales of our DC power systems to U.S.
−Removed: Tier-1 telecommunications customers.
−Removed: telecommunications customers accounted for 95% of our total net sales during 2019, as compared to 90% of total net sales in
−Removed: Although we experienced an overall increase
−Removed: in net sales during 2019, net sales for the fourth quarter of 2019 were only $878,490.
−Removed: This represents an 87% decrease in net sales
−Removed: as compared to our third quarter of 2019.
−Removed: In addition, we experienced a decline in revenues during the first quarter of 2020.
−Removed: believe this recent decline in revenues is a result of a combination of factors including, among others, a temporary shift by our
−Removed: Tier-1 telecommunications customers in budget allocation toward for mergers and acquisitions and the deployment of their 5G
−Removed: networks rather than purchasing back-up power generators.
−Removed: We also believe that many of our major customers have held off purchasing
−Removed: our products as they continue to evaluate the impact of 5G on their future power requirements and attempt to define the correct
−Removed: power output for future 5G sites.
−Removed: Although we expect that sales will improve in the upcoming quarters once our customers define
−Removed: their power needs for their 5G systems and the U.S.
−Removed: economy recovers from the COVID-19 crises, we are not able to estimate the
−Removed: full effects that the pandemic may have on our ability generate improved revenues during the remainder of 2019 and perhaps beyond.
−Removed: Our revenue from telecommunications customers
−Removed: accounted for 96% and 90% of total net sales during 2019, and 2018, respectively.
−Removed: Our three largest customers are U.S.
−Removed: Tier-1 telecommunications
−Removed: AT&T represented 68% of total net sales for 2019, T-Mobile 17%, and Verizon Wireless 6%, as compared to 53%, 22%,
−Removed: and 10%, respectively, of our total net sales for 2018.
+Added: Net sales decreased by $15,770, or 64%, to $9,031 for the year ended December 31, 2020, as compared to $24,801 for
+Added: the year ended December 31, 2019.
+Added: The decrease was primarily due to a decrease in sales of our DC power systems to U.S.
+Added: telecommunications customers.
+Added: telecommunications customers accounted for 83% of our total net sales during 2020, as compared
+Added: to 95% of total net sales in 2019.
+Added: revenue from telecommunications customers, U.S.
+Added: and international, accounted for 96% of total net sales during 2020 and also during
+Added: Our three largest customers are in the telecommunications industry and each customer accounted for 52%, 15%, and 14% of
+Added: total net sales for 2020, as compared to our three largest customers in 2019, also customers in the telecommunications industry,
+Added: each accounting for 68%, 17%, and 6% of total net sales.
+Added: Our revenues as a percentage of total net sales for the year to international
+Added: customers increased from 1% during 2019 to 17% during 2020.
+Added: believe the decline in revenues during 2020 is a result of a combination of factors including, among others, a temporary shift
+Added: Tier-1 telecommunications customers in budget allocation towards acquiring wireless communication spectrum and the
+Added: deployment of their 5G networks rather than purchasing back-up power generators.
+Added: We also believe that COVID-19 has had, and continues
+Added: to have, a negative impact on our customers’
+Added: ability to deploy new back-up power systems due to precautionary measures aimed
+Added: at slowing down the spread of COVID-19.
+Added: the fourth quarter of 2020, we began to see an increase in sales orders for our DC power systems from our U.S.
+Added: telecommunications
+Added: customers compared to the fourth quarter of 2019.
+Added: We believe telecommunications customers have made substantial progress in launching
+Added: their 5G networks during 2020.
+Added: Their 5G programs have many elements that will be deployed and enhanced at different times over
+Added: the upcoming years and we believe our DC back-up power systems are an ideal fit to their infrastructure buildout and provide needed
+Added: backup power support to enhance network reliability.
+Added: In addition, the Food and Drug Administration authorized the release of vaccines
+Added: to help control COVID-19 in December 2020.
+Added: Although there are many unknown factors of its success to control COVID-19 and the
+Added: timeline of making the vaccine available to a great majority of people around the world, we believe these are positive signs that
+Added: may lead to improved revenue numbers for Polar Power in upcoming quarters and beyond.
+Added: Cost of sales decreased by $5,228, or 26%, to $14,654 during 2020, compared to $19,882 during 2019.
Cost of sales
−Removed: sales increased by $3,267,168, or 20%, to $19,881,742 during 2019, compared to $16,614,574 during 2018.
−Removed: Cost of sales as a percentage
−Removed: of net sales increased from 69.1% in 2018 to 80.2% in 2019 as a result of an increase in factory overhead absorption primarily
−Removed: during the fourth quarter of 2019.
−Removed: The increase in factory overhead absorption during 2019 is primarily attributed to additional
−Removed: facilities and staff added during the ramp up period during the first half of 2019 to meet customer demand and improve plant capacity.
−Removed: Gross Profit .
−Removed: profit during 2019 decreased by $2,512,381 to $4,919,399, as compared to $7,431,780 during 2018.
−Removed: Gross profit as a percentage of
−Removed: net sales decreased to 19.8% in 2019, as compared to 30.9% in 2018.
−Removed: The decrease in gross profit as a percentage of net sales during
−Removed: 2019 was primarily due a combination of sales discounts offered for large volume orders from Tier-1 customers and an increase in
−Removed: factory overhead absorption primarily during the fourth quarter of 2019.
−Removed: Sales and Marketing Expenses.
−Removed: and marketing expenses increased $41,450 to $2,620,907 during 2019, as compared to $2,579,457 during 2018.
−Removed: We continue to market
−Removed: our DC power systems to key telecommunications customers globally.
−Removed: Research and Development Expenses.
−Removed: 2019, research and development expenses increased by $367,926 to $2,275,736, as compared to $1,907,810 during 2018.
−Removed: was primarily due to increased investments in several research and development projects, including our new LPG / propane and natural
−Removed: gas line of generators and solar hybrid power systems.
−Removed: The increase in costs also reflects direct labor costs associated with manufacturing
−Removed: of prototypes, tooling and associated certification cost.
−Removed: During 2020, we plan to continue investing in research and development,
−Removed: as we introduce new products as part of our strategy to diversify our product lines.
−Removed: General and Administrative Expenses .
−Removed: Our general and administrative expenses decreased by $39,068, to $4,004,233 during 2019, as compared to $4,043,301 during 2018.
−Removed: The decrease was primarily due to a reduction in employee recruiting cost coupled with a slight reduction of administrative support
−Removed: personnel during the second half of 2019.
−Removed: We anticipate our general and administrative costs to remain flat during 2020.
−Removed: Interest and Finance Costs.
+Added: as a percentage of net sales increased from 80.2% in 2019 to 162.2% in 2020 as a result of an increase in factory overhead absorption
+Added: and an inventory reserve of $3,400 during 2020.
+Added: The increase in factory overhead absorption during 2020 is primarily attributed
+Added: to underutilization of manufacturing facilities and staff resulting primarily from COVID-19 related factors mentioned in previous
+Added: sections of this report.
+Added: Profit (Loss) .
+Added: We experienced a gross loss of $5,623 during 2020, as compared to a gross profit of $4,919 during 2019, which
+Added: represents a decrease in gross profit of $10,542 or 214%.
+Added: Gross profit as a percentage of net sales decreased to (62.2)% in 2020,
+Added: as compared to 19.8% in 2019.
+Added: The decrease in gross profit as a percentage of net sales during 2020 was primarily due a combination
+Added: of sales discounts offered for large volume orders from Tier-1 telecommunications customers, an increase in factory overhead absorption,
+Added: and an increase to inventory write-off of $3,400 recorded in cost of sales during 2020.
+Added: and Marketing Expenses.
+Added: Sales and marketing expenses decreased $1,065 to $1,556 during 2020, as compared to $2,621 during
+Added: The decrease was attributable to a decrease in marketing and promotions of our DC power systems in the U.S.
+Added: and international
+Added: markets due to travel restrictions and other measures aimed to reducing the spread of COVID-19.
+Added: As part of our ongoing strategy
+Added: to expand our customer base, we plan to increase our sales and marketing expenditures as travel restrictions are lifted and tradeshow
+Added: and similar events become available.
+Added: and Development Expenses.
+Added: During 2020, research and development expenses decreased by $553 to $1,723, as compared to $2,276
+Added: The decrease was primarily because of COVID-19 and its implications to safety measures and availability of personnel.
+Added: Our research and development efforts during 2020 primarily focused on launching our new LPG / natural gas line of generators and
+Added: hybrid power systems for off-grid and unreliable grid cell sites, and supporting existing sales activity related to our DC back-up
+Added: power systems.
+Added: During 2021, we expect research and development expenses to gradually increase as control over COVID-19 improves
+Added: and we continue investing into new products as part of our strategy to diversify our product lines.
+Added: and Administrative Expenses .
+Added: Our general and administrative expenses increased by $58, to $4,062 during 2020, as compared
+Added: to $4,004 during 2019.
+Added: The increase was primarily due to an increase of approximately $500 in legal, audit, and broker fees services
+Added: related to an equity raise that took place in July 2020 and consulting services for additional disclosures required as a result
+Added: and Finance Costs.
During 2020, our interest expense was $60, as compared to $103 during 2019, an increase of $43.
−Removed: Our interest expense
−Removed: included approximately $51,589 in fees in connection with selling $13,228,765 of receivables to Citibank under our Supplier Agreement.
−Removed: Another $51,746 is primarily attributable to interest paid for financing of production equipment.
−Removed: Other Income (Expense), Net.
+Added: expense during 2020 included approximately $12 in fees in connection with selling $2.6 million of receivables to Citibank under
+Added: our Supplier Agreement, $41 in interest paid for financing of production equipment, $4 in interest paid under our line of credit
+Added: with Pinnacle Bank, and $3 in interest paid for financing of insurance policies.
+Added: Income (Expense), Net.
During 2020, our interest income was $14, as compared to $40 during 2019, a decrease of $26.
−Removed: Our interest income
−Removed: is primarily derived from liquid interest-bearing bank accounts.
−Removed: Income Tax Benefit .
−Removed: 2019, the Company did not recognize any benefit from income taxes as carry back claims of income taxes were applied.
−Removed: we recognized a benefit from income taxes of $215,000 attributable to refundable federal and state income taxes.
−Removed: of the factors identified above, we generated a net loss of $4,044,751 for 2019, as compared to net loss of $848,252 for 2018,
−Removed: an increase loss of $3,196,499.
−Removed: A significant portion of the increase in net loss can be attributed to the results of our fourth
−Removed: quarter of 2019 which included a decrease in shipments of our DC power systems and an increase in factory overhead absorption.
−Removed: Liquidity and Capital Resources
−Removed: Sources of Liquidity
−Removed: During the year ended December 31, 2019, we funded our operations
−Removed: primarily from cash on hand and sales of receivables under our Supplier Agreement with Citibank.
−Removed: These funds were also used to
−Removed: make capital expenditures and to increase inventory to support higher levels of production.
−Removed: As of December 31, 2019, we had working
−Removed: capital of $16,432,898, as compared to working capital of $21,089,802 at December 31, 2018.
−Removed: This $4,656,904 decrease in working
−Removed: capital is primarily attributable to our ability to collect on accounts receivable in a shorter period of time as a result of our
−Removed: Supplier Agreement with Citibank, N.A.
−Removed: and using such funds to increase our inventory levels.
−Removed: During the year ended December 31,
−Removed: 2019, we sold $13,228,765 of receivables to Citibank under our Supplier Agreement, and incurred fees of approximately $51,589 in
−Removed: connection with such sales.
−Removed: On December 31, 2019 and December 31, 2018, our trade receivables
−Removed: totaled $933,830 and $7,726,919, respectively.
−Removed: In 2019, $651,770 (70%) and $183,283 (20%) represented customer account balances
−Removed: of our two largest customers, as compared to $3,457,433 (45%) and $3,220,907 (42%) represented customer account balances of our
−Removed: two largest customers in 2018.
−Removed: Our available capital resources
−Removed: on December 31, 2019 consisted primarily of $2,840,117 in cash and cash equivalents.
−Removed: We expect our future capital resources will
−Removed: consist primarily of cash on hand, cash generated by operations, if any, and future debt or equity financings, if any.
−Removed: of the COVID-19 crisis, the U.S.
−Removed: Department of the Treasury enacted the Coronavirus Aid, Relief, and Economic Security Act, or
−Removed: the CARES Act, to provide emergency assistance and health care response for individuals, families, and businesses affected by the
−Removed: COVID-19 pandemic.
−Removed: On May 4, 2020, we entered into a loan agreement with Citibank, N.A.
−Removed: in the amount of $1,714,989 through the
−Removed: Paycheck Protection Program, or PPP.
−Removed: In April 2020, we also applied for a loan offered through the Economic Injury Disaster Loan,
−Removed: or EIDL, program which, if approved, will offer up to $2.0 million dollars.
−Removed: Loans through the EIDL
−Removed: program have up to a 30-year term at an annual interest rate of 3.75%.
−Removed: As of March 20, 2020, 65% of our U.S.
−Removed: is in furlough status and the rest of our employees continue to support sales and essential business operations.
−Removed: We believe these
−Removed: programs will supplement our current and future available capital resources.
−Removed: Credit Facility
−Removed: On March 21, 2017, we entered into a Credit
−Removed: Agreement and related documents with Citibank, N.A.
−Removed: for a revolving credit facility for an aggregate amount of up to $1,000,000.
−Removed: On March 20, 2019, we terminated the credit facility and transferred the $1,000,000 secured by a Certificate of Deposit to our
−Removed: liquid cash account.
−Removed: As of March 20, 2019, we had not borrowed any funds under the credit facility.
−Removed: Supplier Agreement
−Removed: Effective June 4, 2019, we entered into
−Removed: a Supplier Agreement with Citibank, N.A.
−Removed: Under the terms of the Supplier Agreement, we may from time to time offer to sell to Citibank,
−Removed: without recourse, certain of our accounts receivable relating to invoiced sales made to AT&T.
−Removed: Once AT&T approves the invoice,
−Removed: AT&T sends payment instructions to Citibank.
−Removed: The sale price is equal to the face amount of the receivable less the applicable
−Removed: discount charge calculated by multiplying the face amount of the receivable by (i) the annual discount rate (which is equal to
−Removed: the 90-day London Inter-bank Offered Rate plus 1.00%) and (ii) the discount acceptance period (which is equal the number of days
−Removed: in the payment terms less the number of days necessary to approve the invoice) divided by 360.
−Removed: Citibank may change the pricing terms at
−Removed: any time in its sole discretion upon at least thirty days prior written notice to us.
−Removed: In addition, either party may terminate the
−Removed: Supplier Agreement upon thirty business days prior written notice to the other party, provided that either party may terminate
−Removed: the agreement upon five business days prior written notice if the other party is in breach of, or fails to perform any of, its
−Removed: material obligations under the Supplier Agreement.
−Removed: During the year ended December 31, 2019, we sold $13,228,765 of receivables
−Removed: to Citibank under our Supplier Agreement, and incurred fees of approximately $51,589 in connection with such sales.
−Removed: Future Capital Requirements –
−Removed: Our independent registered public accounting
−Removed: firm indicated in its report on our audited consolidated financial statements as of and for the years ended December 31, 2019 and
−Removed: 2018 that there is substantial doubt about our ability to continue as a going concern.
−Removed: A “going concern”
−Removed: opinion indicates
−Removed: that the financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments
−Removed: to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of
−Removed: liabilities that may result if we do not continue as a going concern.
−Removed: We estimate that the current funds on hand will be sufficient
−Removed: to continue operations through approximately September 30, 2020.
−Removed: Our continuation as a going concern is dependent upon our ability
−Removed: to obtain necessary debt or equity financing to continue operations until sales increase and we begin generating positive cash
−Removed: No assurance can be given that any future financing will be available or, if available, that it will be on terms that are
−Removed: satisfactory to us.
−Removed: Even if we are able to obtain additional financing, such financing may contain undue restrictions on our operations,
−Removed: in the case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing.
−Removed: to review operations in order to identify additional strategies designed to generate cash flow, improve our financial position,
−Removed: and enable the timely discharge of our obligations.
−Removed: If we are unable to identify sources of additional cash flow in the short
−Removed: term, we may be required to further reduce or limit operations.
−Removed: The following table sets forth
−Removed: the significant sources and uses of cash for the periods set forth below:
+Added: income included a $10 Economic Injury Disaster Grant.
+Added: In 2020, we recognized a benefit from income taxes of $2,139 attributable to refundable federal and state income
+Added: During 2019, we did not recognize any benefit from income taxes as carry back claims of income taxes were applied.
+Added: As a result of the factors identified above, we generated a net loss of $10,871 for 2020, as compared to net loss of
+Added: $4,045 for 2019, an increase loss of $6,826.
+Added: A significant portion of the increase in net loss can be attributed to the results
+Added: of a decrease our of DC back-up power systems to US telecommunications customers, and an increase in factory overhead absorption,
+Added: and $3,400 increase inventory reserve reported in our cost of sales during 2020.
+Added: and Capital Resources
+Added: During the year ended
+Added: December 31, 2020, we funded our operations primarily from cash on hand and sales of receivables under our Supplier Agreement
+Added: with Citibank.
+Added: These funds were also used to increase inventory to support research and development projects and the launch of
+Added: our new line of LPG / natural gas generators.
+Added: As of December 31, 2020, we had working capital of $10,123, as compared to working
+Added: capital of $16,433 at December 31, 2019.
+Added: This $6,310 decrease in working capital is primarily attributable to a $1,194
+Added: decrease in cash and cash equivalents resulting from net cash of $6,548 used in operating activities, net cash used in investing
+Added: activities of $19 from the acquisition of new property and equipment, and net cash from financing activities of $5,372
+Added: which included proceeds of $1,715 from a Paycheck Protection Program (“PPP”) Loan, proceeds of $2,812
+Added: from the issuance of common stock and warrants in our July 2020 private placement and proceeds of $1,174 from the exercise of
+Added: certain of these warrants.
+Added: December 31, 2020 and December 31, 2019, our net trade receivables totaled $1,190 and $934, respectively.
+Added: On December 31, 2020,
+Added: $1,041 (87%) and $53 (5%) represented the two largest open customer account balances, while $652 (70%) and $183 (20%) represented
+Added: the two largest open customer account balances on December 31, 2019.
+Added: available capital resources on December 31, 2020 consisted primarily of $1,646 in cash and cash equivalents, as compared to $2,840
+Added: as of December 31, 2019.
+Added: We expect our future capital resources will consist primarily of cash on hand, cash generated by operations,
+Added: if any, and future debt or equity financings, if any.
+Added: In light of the COVID-19 crisis, the U.S.
+Added: Department of the Treasury enacted
+Added: the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, to provide emergency assistance and health care response
+Added: for individuals, families, and businesses affected by the COVID-19 pandemic.
+Added: On May 4, 2020, we entered into a loan agreement
+Added: with Citibank, N.A.
+Added: in the amount of $1,715 through the PPP which we expect will be forgiven in whole or in part.
+Added: On July 2, 2020,
+Added: we received net proceeds of $2,812 from a private placement of securities and during the last four months of 2020, received proceeds
+Added: of $1,174 from warrants exercised.
+Added: We believe these programs, together with our credit facility with Pinnacle Bank, or Pinnacle,
+Added: described below, will supplement our current and future available capital resources.
+Added: September 30, 2020, we entered into a Loan and Security Agreement, or Loan Agreement, with Pinnacle.
+Added: The Loan Agreement provides
+Added: for a revolving credit facility under which Pinnacle may, in its sole discretion upon our request, make advances to us in an amount,
+Added: subject to certain limitations and adjustments, of up to (a) 85% of the aggregate net face amount of our accounts receivable and
+Added: other contract rights and receivables, plus (b) the lesser of (i) 35% of the lower of cost or wholesale market value of certain
+Added: of our inventory or (ii) $2,500.
+Added: In no event will the aggregate amount of the outstanding advances under the revolving credit
+Added: facility be greater than $4,000.
+Added: accrues on the daily balance at a rate of 1.25% above the prime rate, or Standard Interest Rate, but in no event will the Standard
+Added: Interest Rate be less than 3.75% per annum.
+Added: Interest on the portion of the daily balance consisting of advances against inventory
+Added: accrues interest at a rate of 2.25% above the prime rate per annum, or the Inventory Interest Rate, but in no event will the Inventory
+Added: Interest Rate be less than 4.75% per annum.
+Added: The Loan Agreement also contains a financial covenant requiring us to attain an effective
+Added: tangible net worth, defined as our total assets, excluding all intangible assets, less our total liabilities plus loans to us
+Added: from our officers, stockholders or employees that have been subordinated to our obligations to Pinnacle, greater than $6,000 as
+Added: determined by Pinnacle as of the end of each fiscal quarter.
+Added: 2020, we advanced $2,500 from the revolving credit facility, which we also paid off during the year.
+Added: As such, the balance outstanding
+Added: under the Loan Agreement at December 31, 2020 was $0.
+Added: As of December 31, 2020, we had availability under the Loan Agreement of
+Added: June 4, 2019, we executed a Supplier Agreement with Citibank, N.A.
+Added: Under the terms of the Supplier Agreement, we could from time
+Added: to time offer to sell to Citibank certain of our accounts receivable relating to invoiced sales made to AT&T.
+Added: approved the invoice, AT&T would send payment instructions to Citibank.
+Added: The sale price was equal to the face amount of the
+Added: receivable less the applicable discount charge calculated by multiplying the face amount of the receivable by (i) the annual discount
+Added: rate (which is equal to the 90-day London Inter-bank Offered Rate plus 1.00%) and (ii) the discount acceptance period (which is
+Added: equal the number of days in the payment terms less the number of days necessary to approve the invoice) divided by 360.
+Added: 8, 2020, we terminated the Supplier Agreement with Citibank, N.A.
+Added: During the year ended December 31, 2020, a total of $2,621 of
+Added: accounts receivables had been sold to Citibank by us, and we incurred fees of approximately $12 during the twelve-month period
+Added: Protection Program Loan
+Added: May 4, 2020, we entered into a loan with Citibank, N.A.
+Added: in an aggregate principal amount of $1,715, or the PPP Loan, pursuant
+Added: to the Paycheck Protection Program, or the PPP, under the CARES Act.
+Added: PPP Loan is evidenced by a promissory note dated May 4, 2020.
+Added: The PPP Loan matures two years from the disbursement date and bears
+Added: interest at a rate of 1% per annum, with the first nine months of interest deferred.
+Added: Principal and interest are payable monthly
+Added: commencing nine months after the disbursement date and may be prepaid by us at any time prior to maturity with no prepayment penalties.
+Added: the terms of the CARES Act, recipients of PPP loans can apply for and be granted forgiveness for all or a portion of loans granted
+Added: under the PPP.
+Added: The PPP Loan is subject to forgiveness to the extent proceeds are used for payroll costs, including payments required
+Added: to continue group health care benefits, and certain rent, utility, and mortgage interest expenses (collectively, “Qualifying
+Added: Expenses”), pursuant to the terms and limitations of the PPP.
+Added: We intend to use a significant majority of the PPP Loan amount
+Added: for Qualifying Expenses and expect the full amount of the PPP Loan to be forgiven.
+Added: However, no assurance can be given that we
+Added: will obtain forgiveness of the PPP Loan in whole or in part.
+Added: Capital Requirements
+Added: February 7, 2021, we entered into an underwriting agreement with ThinkEquity, a division of Fordham Financial Management, Inc.,
+Added: pursuant to which we agreed to sell an aggregate of 750,000 shares of our common stock in a firm commitment underwritten public
+Added: offering at a price per share to the public of $18.00.
+Added: The public offering closed on February 10, 2021.
+Added: We received net proceeds
+Added: of approximately $12.5 million and we plan to use the net proceeds for general corporate purposes.
+Added: believe that the current funds on hand will be sufficient to fund our operating expenses and capital expenditure requirements
+Added: for at least the next twelve months.
+Added: We continue to review operations in order to identify additional strategies designed to generate
+Added: cash flow, improve our financial position, and enable the timely discharge of our obligations.
+Added: following table sets forth the significant sources and uses of cash for the periods set forth below:
Net Cash Provided By (Used In):
Operating Activities
−Removed: $ (2,166,684 )
−Removed: $ (7,847,693 )
Investing Activities
1 unchanged sentence
Net decrease in cash
−Removed: $ (2,799,961 )
−Removed: $ (8,561,085 )
−Removed: Operating Activities
−Removed: Net cash used in operating activities for 2019 was $2,166,684,
−Removed: as compared to net cash used in operating activities of $7,847,693 for 2018.
−Removed: This decreased use of net cash in 2019 was primarily
−Removed: due to a net loss of $4,044,751, a decrease in accounts receivable of $6,793,089 as a result of selling the majority of our receivables
−Removed: to Citibank under our Supplier Agreement, an increase in inventories of $5,710,431, and an increase in prepayments to suppliers
−Removed: of $910,035 for engines for our new product line of LPG generators.
−Removed: Investing Activities
−Removed: Net cash used in investing activities for 2019 totaled $338,190,
−Removed: as compared to $574,990 for 2018, a decrease of $236,800.
−Removed: The net cash used in investing activities in 2019 was attributable to
−Removed: acquisitions of new manufacturing equipment.
−Removed: Financing Activities
−Removed: Net cash used in financing activities totaled
−Removed: $295,087 for 2019, as compared to net cash used in financing activities of $138,402 during 2018, an increase of $156,685.
−Removed: increase was primarily due to additional monthly payments for the new equipment financing in 2019.
−Removed: As of December 31, 2019, we had
−Removed: a backlog of $4.0 million.
−Removed: The amount of backlog represents revenue that we anticipate recognizing in the future, as evidenced
−Removed: by purchase orders and other purchase commitments received from customers, but on which work has not yet been initiated or with
−Removed: respect to which work is currently in progress.
−Removed: Our backlog consists of 75% in purchases of our DC power systems by U.S.
−Removed: telecommunications
−Removed: customers, 16% in purchases by telecommunications customers overseas, 2% in purchases from military contractors, and 7% from miscellaneous
−Removed: We believe the majority of the backlog will be shipped within the next six months.
−Removed: However, there can be no assurance
−Removed: that we will be successful in fulfilling such orders and commitments in a timely manner or that we will ultimately recognize as
−Removed: revenue the amounts reflected in our backlog.
+Added: cash used in operating activities for 2020 was $6,548, as compared to $2,167 for the same period in 2019.
+Added: This increase in net
+Added: cash used in 2020 was primarily due to a net loss of $10,871, a write-down of $3,400 for excess and obsolete inventory, an increase
+Added: in income tax benefit of $2,139, coupled with a decrease of $907 in prepaid assets resulting from engines imported from Japan
+Added: which had been prepaid in 2019.
+Added: cash used in investing activities for 2020 totaled $19, as compared to $338 for 2019, a decrease of $319.
+Added: The net cash used in
+Added: investing activities in 2020 was attributable to a slight increase in new manufacturing equipment.
+Added: cash provided by financing activities totaled $5,373 for 2020, as compared to $295 used in financing activities during 2019, an
+Added: increase of $5,668.
+Added: This increase was primarily due to borrowing $1,715 in May 2020 from Citibank, N.A.
+Added: pursuant to the PPP under
+Added: the CARES Act., receiving an aggregate net proceeds of $2,812 from a private placement of common stock and warrants and proceeds
+Added: of $1,174 from the exercise of certain of these warrants during the last four months of 2020.
+Added: of December 31, 2020, we had a backlog of $4.2 million.
+Added: The amount of backlog represents revenue that we anticipate recognizing
+Added: in the future, as evidenced by purchase orders and other purchase commitments received from customers, but on which work has not
+Added: yet been initiated or with respect to which work is currently in progress.
+Added: Backlog at December 31, 2020 was comprised of the following
+Added: 65% in purchases of DC power systems, parts and services by telecommunications customers in the U.S., 21% in purchases
+Added: from telecommunications customers outside the U.S., 2% by military contractors;
+Added: and 12% from other markets.
+Added: We believe the majority
+Added: of our backlog will be shipped within the next six months.
+Added: However, there can be no assurance that we will be successful in fulfilling
+Added: such orders and commitments in a timely manner or that we will ultimately recognize as revenue the amounts reflected in our backlog.
Quantitative and Qualitative Disclosures About Market Risk.
−Removed: Not applicable.
Financial Statements and Supplementary Data.
−Removed: Reference is made to the financial statements,
−Removed: which begin at page F-1 of this Annual Report on Form 10-K.
+Added: is made to the financial statements, which begin at page F-1 of this Annual Report on Form 10-K.
Changes in and Disagreements with Accountants on Accounting and Finance Disclosure.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.