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UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
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WASHINGTON, D.C. 20549 |
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_____________________ |
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FORM 10-K |
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_____________________ |
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[X] |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
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For the fiscal year ended March 31, 2012 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
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For the transition period
from
to |
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Commission file number 1-10869 |
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UQM
TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter) |
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______________________ |
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Colorado |
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84-0579156 |
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(State or other jurisdiction |
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(I.R.S. Employer |
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of incorporation or organization) |
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Identification No.) |
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4120 Specialty Place, Longmont, Colorado |
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80504 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant's telephone number, including area code:
(303) 682-4900 |
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
ACT: |
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Name of each exchange on which registered |
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Title of each class |
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NYSE MKT |
Berlin Stock Exchange |
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Common Stock |
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Chicago Stock Exchange |
Frankfurt Stock Exchange |
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Pacific Stock Exchange |
Stuttgart Stock Exchange |
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
ACT: |
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None. |
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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] |
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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] |
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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), |
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and (2) has been subject to such filing requirements
for the past 90 days. |
Yes [X] No [ ] |
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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 |
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shorter period that the registrant was required to
submit and post such files). |
Yes [X] No [ ] |
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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. [ ] |
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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): |
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[ ] Large accelerated filer |
[X] Accelerated filer |
[ ] Non-accelerated filer |
[ ] Smaller reporting company |
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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] |
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The aggregate market value of the registrant's common
stock ("Common Stock") held by non-affiliates as of September
30, 2011, based on the closing price of the Common Stock as reported by
the NYSE MKT on such date was approximately $59,723,063. As of May 22,
2012, there were 36,560,564 shares of the registrant's Common Stock
outstanding. |
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DOCUMENTS INCORPORATED BY REFERENCE |
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Document |
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Parts Into Which Incorporated |
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Portions of the Proxy Statement for the Annual Meeting
of Shareholders to be held August 8, 2012. |
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Part III |
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Table of Contents |
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PART I .* |
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Item 1. Business .* |
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Item 1A. Risk Factors.* |
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Item 1B. Unresolved Staff Comments .* |
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Item 2. Properties .* |
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Item 3. Legal Proceedings .* |
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Item 4. Mine Safety Disclosure .* |
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PART II .* |
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Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities .* |
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Item 6. Selected Financial Data .* |
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Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations .* |
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
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Item 8. Financial Statements and Supplementary Data .* |
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Reports of Independent Registered Public Accounting Firm
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Consolidated Balance Sheets as of March 31, 2012 and March 31, 2011
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Consolidated Statements of Operations for the Fiscal Years ended March
31, 2012, 2011and 2010.* |
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Consolidated Statements of Stockholders' Equity for the Fiscal Years
ended March 31, 2012, 2011 and 2010.* |
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Consolidated Statements of Cash Flows for the Fiscal Years ended March
31, 2012, 2011and 2010 .* |
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Notes to Consolidated Financial Statements
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Item 9. Change In and Disagreements with Accountants on Accounting and
Financial Disclosure .* |
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Item 9A. Controls and Procedures .* |
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Item 9B. Other Information.* |
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PART III .* |
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Item 10. Directors, Executive Officers and Corporate Governance
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Item 11. Executive Compensation.* |
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Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.* |
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Item 13. Certain Relationships and Related Transactions and Director
Independence .* |
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Item 14. Principal Accountant Fees and Services .* |
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PART IV .* |
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Item 15. Exhibits and Financial Statement Schedules .* |
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ITEM 1.
BUSINESS
toc*
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 statements
appear in a number of places in this Report and include 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,
orders to be received under our supply agreement with CODA Automotive, Inc.
("CODA Automotive" or "CODA"), future financial results 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.
Overview
UQM Technologies, Inc., ("UQM" or the
"Company") is a developer and manufacturer of power dense, high
efficiency electric motors, generators and power electronic controllers for the
automotive, commercial truck, bus and military markets. Our primary focus is
incorporating our advanced technology into products for clean vehicles including
propulsion systems for electric, hybrid electric, plug-in hybrid electric and
fuel cell electric vehicles that are expected to experience rapid growth over
the next ten years. We were incorporated in 1967 as a Colorado corporation. Our
headquarters and manufacturing facility is located in Longmont, Colorado.
The global automotive market is experiencing substantial
change driven by a number of factors including changing consumer preferences,
global macro-economic and geo-political developments, the high price of
gasoline, increasing competition and additional governmental regulation and
incentives. As a result of these factors, particularly, carbon dioxide standards
in Europe and the Corporate Average Fuel Economy ("CAFE") standards in
the United States, automakers are developing and introducing, or planning to
introduce, additional vehicle models with increasing levels of electrification
including serial and parallel hybrid-electric vehicles ("HEV"),
plug-in hybrid electric vehicles ("PHEV") and all-electric vehicles
("EV"). These vehicles offer improved energy equivalent gas mileage,
lower operating and repair costs and reduced or no tailpipe emissions. The
California Air Resources Board has also passed rules to require 15.4% of all new
vehicles sold in California to be EVs, PHEVs or hydrogen fuel cell powered
vehicles by 2025. In addition, there are 10 additional states that are
considering adopting this new rule. Further, governments around the globe have
launched initiatives to subsidize the cost of developing clean vehicles and the
components used by them including motors and generators, batteries, and power
management systems. Government incentives have also been adopted to encourage
the purchase of HEVs, PHEVs and EVs by consumers in many developed nations
around the world, including a $7,500 federal tax credit in the United States and
tax credits in twelve states of up to $7,500 for purchases of qualifying
vehicles. Additionally, in Europe fifteen of twenty-seven European Union member
states provide tax incentives for electrically chargeable vehicles and China has
a trial program to offer incentives of up to 60,000 Yuan (approximately $9,500
USD) for the private purchase of a new battery electric vehicle and 50,000 Yuan
(approximately $7,900 USD) for the purchase of PHEVs in five cities. Several
automobile manufacturers have indicated that they expect these factors to result
in the growth of hybrid vehicle models to over 20% of vehicle sales in 2020 and
one international automaker has stated that it expects all-electric vehicles to
capture up to a 5% market share by 2020.
We make propulsion system products, generators and related
auxiliary components for EVs HEVs and PHEVs. We market our products in many
segments of the transportation sector including passenger vehicles and light
trucks, commercial trucks and buses, off-road vehicles including agricultural
and construction equipment, boats and military vehicles. We believe our
proprietary permanent magnet propulsion motor and motor control technology
delivers exceptional performance at a highly competitive cost. Our principal
products include propulsion motors and generators with power ratings from 25
kilowatts to 220 kilowatts, auxiliary motors and electronic controls, DC-to-DC
converters and DC-to-AC inverters that convert direct current to usable
alternating current. The principal attributes of our products that we believe
differentiate our proprietary products are compact size, high torque delivery,
high power density (the ratio of power output to weight) and high energy
efficiency .
We believe we are well-positioned to participate in the
expanding worldwide market for clean vehicles. In addition to our portfolio of
high performance products, we have taken a number of steps over the last several
years to position the company to meet the needs of our automotive customers
including: 1) adding three executives from leading automobile and Tier 1
suppliers to the automobile industry; 2) adding additional technical and
manufacturing resources and capability; 3) designing, installing and qualifying
volume production lines for our motors and generators and their related
electronic
controllers; 4) establishing a global sourcing capability; 5)
enhancing our logistics, production and administrative processes to support
higher volumes of manufacturing operations; 6) relocating our headquarters and
manufacturing operations into a 129,304 square foot, world-class facility with
15 adjacent acres for future expansion and 7) launching the next generation of
our products which are expected to have improved performance and efficiency, a
smaller package size and a lower production cost.
In 2010 we entered into a ten year Supply Agreement with CODA
Automotive ("CODA") to supply UQM PowerPhase Pro®
100 kW electric propulsion systems for CODA's all-electric four-door sedan. In
October 2011 we launched volume production of this system and began providing
systems to CODA. In March 2012 CODA began selling its all-electric passenger car
to fleets and consumers in the State of California through its recently
established dealer network. To date, CODA has established four dealers in
California and has announced its intention to establish a significant number of
additional dealers across the United States by the end of calendar year 2012. CODA has
also completed an agreement with Great Wall Motors Company, Baoding, China to
co-develop an all-electric vehicle for worldwide distribution. Great Wall was
the fastest growing Chinese automobile manufacturer in 2011 with 487,000
vehicles sold. Under this arrangement Great Wall and CODA intend to co-develop
and introduce the most affordable EV on the market, comparable to entry-level
internal combustion engine vehicles after incentives.
We also supply electric propulsion systems to Proterra, Inc.,
a developer and manufacturer of all-electric composite transit buses and
Electric Vehicles International ("EVI") a developer and manufacturer
of all-electric medium-duty delivery trucks. Proterra recently completed
durability testing of its vehicles at Altoona. Completion of Altoona testing is
required by many municipalities who purchase buses. EVI recently began building
100 all-electric delivery vans for UPS that are expected to be placed in service
in calendar year 2012 and has received an order from Frito Lay for delivery
trucks powered by UQM® electric propulsion systems. EVI also has
launched an initiative to deploy 500 fully electric return-to-base delivery
trucks over the next two years to help implement California Governor Brown's
executive order to achieve widespread deployment of electric vehicles throughout
California.
Our electric propulsion systems are powering development
vehicles including the all-electric Audi A1 e-tron test fleet vehicles, dozens
of which began testing on the streets of Munich, Germany in the fall of 2011 and
the Rolls Royce 102EX all-electric Phantom car. In addition to these programs,
the company is supplying its electric propulsion systems and generators to
numerous other international automakers and entrepreneurial automobile
developers as part of their HEV, PHEV and EV vehicle development programs.
We have been awarded a $45.1 million grant (the
"Grant") from the U.S. Department of Energy ("DOE") under
the American Recovery and Reinvestment Act ("ARRA"). The period of the
Grant is through January 12, 2015. The objective of the Grant is to accelerate
the commercialization of products and the installation of manufacturing
infrastructure necessary for the deployment of electric vehicles, batteries and
components in the United States. Capital expenditures for facilities, tooling
and manufacturing equipment and the qualification and testing of products
associated with the launch of volume production for CODA and other production
intent customers qualify for 50 percent reimbursement under the DOE program. Our
ability to utilize funding from this Grant has allowed us to accelerate the
productionization of our product portfolio and install volume production lines
and other infrastructure providing us with a significant advantage over other
motor manufactures and competitors who do not have access to such funds. Through
March 31, 2012 we have qualified for reimbursements under the DOE Grant of $16.8
million.
We market internationally through: 1) Direct sales to
original equipment manufacturers; 2) Tier 1 suppliers of OEMs; 3) Vehicle
integrators; and 4) Trade shows and symposiums.
We derive our revenue from two principal sources: 1) the
manufacture and sale of products engineered by us; and 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. For the fiscal year ended March 31, 2012
total revenue rose 12 percent to $10,143,456 and our net loss for the fiscal
year increased to $4,928,520 or $0.14 per common share from $1,992,358 or $0.06
per common share last fiscal year.
Electrification of Vehicles
Potentially large markets are developing as a result of the
electrification of a wide-range of vehicle platforms. Increased electrification
is being pursued for a variety of application specific reasons including: 1)
changing consumer preferences; 2) global macro-economic and geo-political
developments; 3) the high price of gasoline; 4) increasing competition; and 5)
additional governmental regulation and incentives. Of these reasons, additional
governmental regulations and incentives has emerged as a significant factor in
the development and potential rate of growth of the emerging vehicle
electrification markets and is being reinforced by rising crude oil prices and
higher gasoline and diesel prices. We expect this trend toward higher fuel
prices to continue for the foreseeable future, driven by tight supply levels,
geopolitical turmoil in key oil producing countries and expected future
increases in world demand, driven principally by escalating consumption of
fossil fuels by developing countries such as China and India. The U.S.
government has adopted new regulations extending fuel economy standards to
medium- and heavy-duty trucks for the first time beginning with model year 2014.
CAFE standards will increase the average fuel economy of each manufacturer's
passenger car and light truck model offerings to be 35.5 miles per gallon by
2016 and 54.5 miles per gallon by 2025. The California Air Resources Board has
also passed rules to require 15.4% of all new vehicles sold in California to be
EVs, PHEVs or hydrogen fuel cell powered vehicles by 2025. In addition, there
are 10 additional states that are considering adopting this new rule.
Other recent U.S. Government legislation provides incentives
for the production and sale of environmentally friendly vehicles, including the
Advanced Technology Vehicles Manufacturing Incentive Program and the American
Recovery and Reinvestment Act of 2010. A partial listing of some of the more
notable provisions of this legislation includes:
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Federal and state tax credits for the purchase of
environmentally friendly vehicles;
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Low cost loans to manufacturers and component suppliers
to purchase infrastructure and develop manufacturing capacity for clean
vehicles and components used in these vehicles;
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Funding for government agencies to acquire
environmentally friendly vehicles;
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Grants for the development of clean vehicles and clean
vehicle component technology; and
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Grants for the development of a "smart"
electric grid.
The U.S. Government has a policy goal of one million electric
vehicles on the road by 2015 and President Obama has announced a directive to
government agencies to ensure that by 2015, all new vehicles they purchase are
alternative-fuel vehicles, including hybrid and electric vehicles. The Federal
government operates more than 600,000 fleet vehicles.
There are similar programs in other countries around the
world. For example, Germany has a goal of one million electric vehicles by 2020
and five million by 2030 and China has announced a goal of one million new
energy vehicles by 2015 and five million by 2020 and has supported this
objective by allocating $100 billion Yuan (approximately $15 billion USD) over
ten years for investment in core technologies related to all-electric and hybrid
electric vehicles.
Numerous studies have been conducted over the last several
years indicating the potential for electric vehicles to capture significant
market share over the next five to ten years. Table 1 summarizes the forecasts
of these studies:
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Table 1: Electrification Forecast - Unit Sales
(thousands) |
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Forecast |
Geography |
Forecast Year |
PHEV |
EV |
Combined |
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Pike Research |
United States |
2015 |
200 |
60 |
260 |
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Deloitte
Consulting |
United States |
2015
2020 |
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up to 50-80
up to 300-800 |
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BCG |
North America |
2020 |
up to 1,350 |
up to 1,350 |
2,700 |
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JD Power and
Associates |
Worldwide and
United States |
2020 |
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World: 1,300
US: 100 |
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McKinsey &
Company |
Worldwide |
2020
2030 |
up to 4,500
up to 22,000 |
up to 1,500
up to 7,000 |
up to 6,000
up to 29,000 |
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Source: UCLA Luskin School of Public Affairs, May 2011 |
We believe that the trend toward increasing electrification
of vehicles will continue at an accelerated pace providing a substantial
opportunity for the broad commercial application of our products.
Technology
Our 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.
The operating characteristics of electric motors for vehicle
propulsion are different from those of more conventional industrial motors.
Propulsion motors ideally deliver high levels of torque efficiently at variable
rotational speeds and possess the ability to transition from high torque to high
speed over a relatively constant power curve allowing, in many cases, the
elimination of conventional transmissions. Our proprietary propulsion systems
have been specifically developed for these applications and deliver exceptional
torque and high rotational speeds in a compact, energy efficient machine.
The typical architecture of a UQM®
electric machine (motor/generator) consists of a stator winding employing a high
pole count configuration, which allows for high copper utilization (minimizing
energy loss and cost), and a rotor that contains powerful rare-earth permanent
magnets. Commutation of the machine is accomplished electronically by sensing
the position of the rotor in relation to the stator and intelligently pulsing
electrical energy into the stator such that the electric field generated by the
stator interacts with the magnetic field of the rotor, producing rotational
motion (motor operation). Conversely, the application of rotational motion by an
external force results in the generation of electrical power (generator
operation). UQM® machines can be operated in either
a forward or reverse direction of rotation and either in motor or generator mode
and can dynamically change from one mode of operation to another in millisecond
response time. The design features inherent to the electric machine contribute
to lower usage of copper, iron and other materials generally (due to smaller
package dimensions), reducing manufacturing costs compared to conventional
machines of similar power. UQM® machines have high operating
efficiencies, high power density (high power output to weight ratio) and
generally have smaller external dimensions and weight for a given power output,
improving packaging. These attributes have allowed us to price our advanced
motors and controls competitively with lesser performing conventional motors and
controls, which we believe will accelerate the rate of commercialization of our
technology.
Rare-earth magnet pricing has been volatile over the last two
years, peaking in late 2011 before retreating substantially in 2012. There are
many factors that contribute to this volatility, and as a result of future
pricing uncertainty, UQM is pursuing an advanced motor technology that
eliminates rare-earth elements. The technology incorporates permanent magnets of
an alternate chemistry, arranged in a unique way that maintains performance
benefits. A patent application has been submitted to protect this innovation.
UQM was also selected and awarded $3 million by the DOE in a competitive
solicitation to pursue this technology. This award was announced in August 2011
and is a three-year technology development program.
Attributes of our microprocessor-based digital power
electronic controllers include high power operation (up to 600 amps and 700
volts), four-quadrant control (forward/reverse and motoring/generating), reduced
switching losses relative to conventional technology, adaptive switch timing
control and controller area network ("CAN") capability. As a result,
UQM® controllers have high operating efficiencies, high power
density (high power output to weight ratio) and generally have smaller external
dimensions and weight for a given power output, improving packaging.
The UQM® embedded digital signal
processor ("DSP") software is the intelligence that coordinates the
interaction between the motor/generator and controller, as well as interfacing
with a vehicle controller. Software control algorithms are an important part of
the Company's intellectual property portfolio. One aspect of the software is a
patented method of control referred to as Phase Timing Advancement that enables
UQM® motors to deliver both high output torque at
low operating speeds and high power at increasing operating speeds. We have
extended the capability of Phase Advance Control by using Adaptive Control
techniques. These proprietary software algorithms alter the switching strategy
as a function of DC voltage, operating speed, output power and temperature to
optimize system performance under dynamically changing conditions. The result is
maximized output and efficiency that decreases fuel consumption in hybrid
electric vehicles and increases the range of battery electric vehicles. The
Company's software also optimizes the output per unit of voltage and current,
maximizing the utilization of the onboard stored energy and other electrical
devices by extracting power from substantially the entire electrical cycle of
the motor/generator. The development and application of these proprietary
control algorithms have allowed us to continue increasing the peak and
continuous power output and the efficiency of our systems. In addition, our
controllers now have user configurable functionality and increased data
transmission speeds and response times, improving vehicle capability. Included
in this functionality is the ability to switch between torque and speed control
dynamically, which is especially useful for parallel hybrids and generator
applications of our technology.
Desired propulsion attributes consist of high torque to
launch the vehicle from a standing-stop, with a subsequent transition to high
power as the vehicle is accelerated to highway speeds. In the majority of
conventional internal combustion engine powered vehicles, the transition from
high torque to high power is accomplished through the multiple gear changes
performed by a mechanical transmission. UQM®
systems, incorporating proprietary DSP software technology, are suited as
propulsion drives in HEVs, PHEVs and EVs due to their ability to power a vehicle
from a standing-stop to highway speeds without mechanical gear changes, thereby
eliminating the size, weight, complexity and cost of multi-speed mechanical
transmissions.
The ability to provide both high torque and high top speed
creates additional advantages in military vehicles. High torque at low speed
translates into obstacle and grade climbing capability that is more challenging
in an off-road environment, while high speed enables pursuit, dash and evasive
maneuvers as well as convoy transport. Conventional propulsion systems meet the
high torque and high road speed requirements by using a transmission and
additional gearing beyond that used for commercial vehicles.
We have also developed auxiliary electronic products that
perform other functions on HEVs, PHEVs and EVs. We currently manufacture
proprietary DC-to-DC converters that reduce the voltage level of vehicle battery
packs with nominal voltages of 250 volts to 450 volts to 12 or 24 volts required
to power lower voltage devices onboard these vehicles. We also offer a high
voltage DC-to-AC inverter, which converts DC power stored in vehicle battery
packs (250 volt to 450 volt) to high quality 110/120 volt AC power. This device
provides 5 kW of sinusoidal output (40 amps) with an efficiency of up to 93
percent. It powers devices that are typically plugged into a standard wall
outlet and its high power quality will handle sensitive loads, including
communication systems and power tools.
We have two U.S. patent applications pending: one that covers
rotor technology for a permanent magnet electric machine and another that covers
a brushless PM machine construction using low coercivity (non-rare-earth)
magnets. We are also performing research and development to continually improve
the functionality of the microprocessor software we use to intelligently control
our motor/controller system.
The majority of our research and development activities are
the result of projects contracted with and funded by customers, for which we
typically retain intellectual property rights in the resulting technology
developed. Customer funded development activities are recorded in our financial
statements as contract services revenue and the associated development costs are
shown as costs of contract services. Internally-funded research and development
expenditures are charged to research and development expense when incurred.
In recent years, we have focused our research and development
activities on the development of commercial products and production engineering
activities to lower the cost of manufacture, as well as enhance the performance
and capability of our systems, as opposed to basic research in the field. We
believe our future growth is dependent, in part, on the continued advancement of
our technology portfolio and our ability to commercialize our technology in
additional product applications and markets. Accordingly, we expect to
selectively invest in internally funded development projects to accomplish these
objectives.
Markets for our Products
We believe that our technology and products are well-suited
for application in a wide-range of vehicles as the trend toward electrification
continues to gain momentum. In this regard, we have focused our attention on
several markets where we believe we can most effectively compete and which we
expect will have higher than average rates of growth and expansion. A brief
description of each of these markets follows:
Passenger automobiles and light trucks - In past
years, more than 50 million passenger automobiles and light trucks were sold
worldwide of which 11 to 17 million units were sold annually in the United
States. Over the last several years a market has developed for automobiles that
are powered by hybrid electric powertrains. These vehicles have good performance
and provide above average fuel economy compared to conventional automobiles.
Several automakers have introduced all-electric passenger vehicles including
Nissan, Mitsubishi and CODA. The CODA all-electric passenger car is powered by a
UQM® electric propulsion system. In addition,
several automakers have announced plans to introduce all-electric vehicles in
2012 including Ford and Tesla.
We are also supplying UQM® electric propulsion
systems to Audi for their test fleet of A-1 e-tron all electric passenger cars
and to Rolls Royce for their Phantom all-electric concept passenger vehicle.
In addition to established automakers, there are a variety of
small entrepreneurial companies that are developing and have introduced or
intend to introduce all-electric, hybrid-electric or plug-in hybrid-electric
cars. Most visible of these companies is our customer, CODA, which introduced an
all-electric passenger vehicle in March of this year in the State of California
(see also "the CODA Program" below), as well as Tesla, which
introduced an all-electric sports car and hopes to introduce an all-electric
passenger car this summer and Fisker Automotive, which introduced a plug-in
hybrid sports car and also hopes to introduce a plug-in hybrid passenger car at
a future date. Although many of these entrepreneurial companies lack substantial
financial resources of established automobile manufacturers and/or significant
automobile industry experience, they are pursuing a variety of strategies to
introduce these types of automobiles into either niche markets, such as for
fleet users or high-end luxury sports car buyers, or the consumer vehicle market
generally. Should any of these companies be successful in commercializing their
product offerings, it could cause the growth rate of this market to accelerate.
These companies are generally using electric or hybrid electric powertrains that
they have developed themselves or have been developed by other entrepreneurial
companies.
Trucks, Buses and Recreational Vehicles- In 2011,
approximately 320,000 medium and heavy-duty on-road trucks were sold in the
United States. The market for these vehicles is characterized by a large number
of suppliers, a wide-range of vehicle designs and configurations, diverse power
and performance levels and relatively low production volumes for each model. As
a result, the typical truck, bus and other medium and heavy-duty vehicle
manufacturer have traditionally out-sourced many of these components and will
likely continue to do so for the components necessary to electrify their
vehicles. Accordingly, we expect these manufacturers to purchase products from
suppliers who have developed technologically advanced electric motors;
generators and power electronic energy management controls that can be applied
to their vehicles. Recently, a subsector of this market has begun to develop for
medium-duty delivery trucks that operate on a well-defined route where average
daily mileage requirements have little variability. In this subsector, truck
manufacturers are beginning to offer delivery trucks with custom designed
battery capacity whereby the delivery vehicle has only the battery content
onboard that is necessary to achieve its route mileage plus a small increment of
additional energy for contingencies. For these trucks, the optimized amount of
energy stored in batteries reduces the cost of the batteries onboard an
all-electric truck to a point where the vehicle is nearly competitively priced,
on a life-cycle cost basis, with a conventional internal combustion powered
delivery truck of the same size. We believe this pricing parity will accelerate
the growth of this subsector in the near term. We are supplying electric
propulsion systems to Electric Vehicles International, who has developed an
all-electric medium-duty delivery truck. EVI recently announced an order for 100
delivery trucks for UPS and an order from Frito Lay for delivery trucks powered
by UQM® electric propulsion systems. EVI has launched an initiative
to deploy 500 fully electric return-to-base delivery trucks over the next two
years to help implement California's Governor Brown's executive order to
achieve widespread deployment of electric vehicles throughout California. We
expect the medium and heavy-duty hybrid electric truck market to grow at an
accelerating rate as potential customers for these vehicles gain a greater
understanding of their operational, environmental and economic advantages.
We are currently supplying an automotive qualified DC-to-DC
converter to Eaton Corporation which is used onboard medium and heavy-duty
hybrid trucks sold by Freightliner, International and Paccar and we offer for
sale a DC-to-AC inverter to meet the growing onboard and export power
requirements of hybrid trucks.
Several truck manufacturers are also considering other
electrically-based products that either enhance the utility of their vehicles,
such as the ability to generate large amounts of exportable electric power, or
that may be necessary to meet regulatory mandates, such as diesel engine
emission standards and restrictions on emissions arising from diesel engine
idling. We intend to continue to aggressively pursue the commercialization of
our products for these and other applications in the market for electric and
hybrid trucks as it emerges over the next several years.
We are also supplying propulsion systems for electric buses
being developed and produced by Proterra. The 37-foot Proterra composite body
bus is being developed in both an all-electric battery and plug-in hybrid
configuration. Proterra recently announced that they increased their production
capacity to 400 buses per year at their 200,000 square foot bus manufacturing
facility in Greenville, South Carolina. Proterra also recently completed the
rigorous Altoona vehicle durability and full-life testing program required to
sell buses to many municipal transit operators.
Off-road vehicles - We have also developed
electric power products for the aircraft and aerospace market and the boat and
marine market. In the boat market, we have developed generators for onboard
power production in hybrid-electric boats as well as electric propulsion
systems. We are currently supplying electric propulsion systems to ReGen Nautic
for use in the Goldfish 23 all electric eFUSION boat. Goldfish plans to deploy
an additional 10 eFUSION boats this year and has plans to use our PowerPhase Pro
system as part of a higher volume jet drive propulsion system. We believe that
the fuel efficiency benefits of vehicle electrification can be realized in the
boat and marine market. Although our focus is primarily on-road applications, we
will continue to leverage our technology and products in these potentially large
niche markets as opportunities present themselves.
Military vehicles - 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. The military
is particularly interested in the electrification of vehicles because the
attributes that these vehicles possess offer exceptional potential for the
military to achieve its long-term objectives of developing a highly mobile,
lethal fighting force. Fuel economy improvements in military vehicles transfer
into substantial savings in support infrastructure and transportation costs
associated with transporting fuel to the battlefield, which is typically
thousands of miles from the United States. For example, if fuel economy
improvements of 25 percent are achieved in the average truck, a corresponding
amount of fuel does not have to be transported and therefore a corresponding
number of airplanes or tankers are not required in the transportation process.
Also, the availability of onboard electrical power on military vehicles opens up
new opportunities for the development of sophisticated surveillance, detection
and battlefield monitoring equipment and for laser, microwave and electrical
pulse weapon systems. It is estimated that the military purchases approximately
8,000 trucks per year and greater numbers during periods of armed conflict. As
is the case with large off-road equipment, these vehicles are produced in
relatively lower volumes, operate at higher power levels, have substantial
technical complexity and therefore substantially higher product content and
dollar value per vehicle. We have, over the last several years, been working
with a number of military contractors and vehicle makers including DRS
Technologies, AM General, BAE Systems, Boeing, General Dynamics and others, on
prototype hybrid electric vehicles, high export power generators, electric
auxiliaries, DC-to-DC converters and DC-to-AC inverters. Although this market
has not yet emerged, we believe that it may begin to soon, driven by the
availability of hybrid electric components in the commercial truck market that
operate at similar power levels as those required by many military vehicles.
Marketing Channels and Sales
Based on the global aspect of the electrification market, UQM
believes that opportunities exist on a global basis and we have developed a
strategy to address markets in all regions. These regions include North America,
Asia Pacific, Europe, and the Middle East. We believe each region has
opportunities that lie within the markets that UQM has identified as areas of
strategic growth for our company.
UQM engages in several sales channels where the markets
differ based on the complexity of the product. These channels consist of:
-
Direct Sales to Original Equipment Manufacturers
("OEM"). In this environment the account team works directly with
designers and manufacturers of particular applications within the
Automotive, Industrial and Commercial Truck and Bus marketplace to supply
off the shelf as well as custom designed solutions to customers.
-
Tier 1 channels, where the account team engages suppliers
of OEMs. In this environment, UQM provides sub-systems to the Tier 1
suppliers from a Tier 2 position. UQM's technology is integrated and
validated as a system and provided to the OEM as part of the Tier 1
solution.
-
Vehicle Integrators - This marketing channel is
characterized by the development of a relationship with companies that
perform vehicle development activities for automobile companies worldwide.
Many of these companies have substantial autonomy to source vehicle
components at the earliest stages of a vehicle development program. As a
result of our multi-year relationships supplying many of these companies
with our products, we have been able to develop and foster within their
organizations a confidence in the performance characteristics, ease of
application and durability of our products that has led to additional early
stage placements of our products in automakers vehicle development programs.
-
Conferences and Symposiums also provide marketing
channels for additional product offerings.
CODA Automotive Program
We have a ten year Supply Agreement with CODA Automotive to
supply UQM PowerPhase Pro® electric propulsion
systems for their all-electric passenger sedan that was recently introduced in
California. The Supply Agreement provides a framework for CODA or CODA's
manufacturing partners to purchase 20,000 electric propulsion systems from us
over the first two years of the program. Under the terms of the Supply
Agreement, CODA or CODA's manufacturing partner will issue blanket purchase
orders covering their annual purchase requirements and issue thereunder
noncancellable delivery releases against the blanket order. Our Supply Agreement
with CODA also provides that if CODA or its manufacturing partners, if any, do
not collectively purchase 15,000 units within the first two years following the
launch of production, they will be required to make specific payments to us. In
September 2011 we amended the Supply Agreement to permit the recovery of
neodymium magnet costs above a benchmark price stated in the amendment.
CODA Automotive has announced that to date it has raised over
$300 million in capital to facilitate the execution of its business plan and is
currently pursuing an additional $150 million in equity capital. CODA has stated
that it hopes to sell 10,000 to 14,000 vehicles in the first twelve months
following the vehicle's introduction in March 2012.
The CODA all-electric sedan was developed by CODA's
internal team of engineers working with multiple external engineering partners,
including Porsche Engineering. The vehicle has a 31kW hour battery pack and has
a base price of $27,250 after applying a $7,500 federal tax credit and a $2,500
state tax credit from the State of California for qualifying buyers. Other
states offer tax credits of up to $7,500 per vehicle. To date, CODA has selected
four dealers in the State of California and announced its plan to select a
significant number of additional dealers across North America by the end of 2012. The
CODA car is powered by a 100 kW UQM PowerPhase Pro®
electric propulsion system, and carries an estimated vehicle range between
charges of 88 miles on the EPA test cycle and CODA reports ranges of up to 125
miles are achievable depending on individual driving habits. The onboard charger
plugs into a 110V or 220V outlet and can charge for a 40-mile commute in
approximately two hours (full charge in less than six hours) at 220V. CODA
advertises that the CODA sedan is backed by a three-year/36,000 mile warranty
and an eight-year/100,000 mile battery warranty.
The CODA electric sedan chassis will be assembled and tested;
incorporating the UQM® powertrain on an assembly
line operated by Harbin HaFei Automobile Industry Group Co., Ltd. ("Haifei"),
a wholly owned subsidiary of Chang An, one of China's largest automobile
manufacturers. Final vehicle assembly and test is completed at CODA's U.S.
factory in Benicia, California.
CODA has announced that the battery system for the CODA
passenger car is being supplied by a joint venture between CODA Automotive and
Tianjin Lishen Battery Co. ("Lishen"). Lishen is one of the world's
largest manufacturers of lithium-ion cells.
In April 2012, CODA announced that it had signed a contract
with Great Wall Motors Company ("Great Wall"), Baoding, China, to
co-develop an all-electric electric vehicle intended to be the most affordable
EV on the market, comparable to entry level internal combustion engine vehicles
after incentives. Great Wall has approximately 42,000 employees and sold
approximately 487,000 vehicles in 2011. The joint effort will blend CODA's
battery technology and knowledge of the U.S. market with the expertise of one of
China's fastest growing automotive producers. Under the arrangement, vehicles
will be sub-assembled in Great Wall's manufacturing facilities in Baoding.
Final assembly of vehicles destined for delivery in the U.S. will take place at
CODA's facility in the U.S.
U.S. Department of Energy Stimulus Grant
We have been awarded a $45,145,534 Grant from the DOE under
the American Recovery and Reinvestment Act. The Grant provides funds to
facilitate the manufacture and deployment of electric drive vehicles, batteries
and electric drive vehicle components in the United States. We are one of seven
component manufacturers selected for an award and the only small business under
the component category. Pursuant to the terms of our Grant Agreement, the DOE
will reimburse 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 period of the Grant is through
January 12, 2015.
The $45.1 million size of the Grant is based on the estimated
cost of a project to implement high volume manufacturing operations provided in
our application to the DOE under the Electric Drive Vehicle Battery and
Component Manufacturing Initiative. Funding for qualifying project costs is
currently limited to $32 million until July 12, 2013, at which time we are
required to provide the DOE with an updated total estimated cost of the project
along with evidence of firm commitments for our 50 percent share of the total
estimated cost of the project in excess of our currently accepted cost share
match of $32 million. If an extension or modification of this requirement has
not occurred or all such funds have not been secured, we must submit, by such
date, a funding plan to obtain the remainder of such funds, which is acceptable
to the DOE, or the award may be terminated.
The Grant is also subject to our compliance with certain
reporting requirements. As specified in the American Recovery and Reinvestment
Act, we are required to use the Grant funds in a manner that maximizes job
creation and economic benefits. The American Recovery and Reinvestment Act and
the Grant Agreement impose minimum construction wages and labor standards for
projects funded by the Grant and some sourcing restrictions.
If we dispose of assets acquired using Grant funding, we may
be required to reimburse the DOE upon such sale date if the fair value of the
asset on the date of disposition exceeds $5,000. The amount of any such
reimbursement shall be equal to 50 percent of the fair value of the asset on the
date of disposition.
While UQM has exclusive patent ownership rights for any
technology developed with Grant funds, we are required to grant the DOE a
non-exclusive, non-transferable, paid-up license to use such technology.
The Grant has numerous benefits to the Company and its
shareholders including: 1) substantially reducing the Company's cost of
capital; 2) substantially mitigating the financial risk of productionizing our
products and acquiring the facilities and equipment necessary to support volume
production of our products; 3) substantially reducing our product qualification
and testing costs; and 4) improving product margins on products manufactured on
equipment subsidized by the Grant.
At March 31, 2012, we had received reimbursements from the
DOE under the Grant totaling $16.5 million of which $8.9 million was for capital
assets and $7.6 million was reimbursements of product qualification and testing
costs. We also had an amount receivable from the DOE at March 31, 2012 of
$280,674 of which $37,774 represented reimbursement of capital asset purchases
and $242,900 was reimbursements for product qualification and testing costs
incurred.
The application of Grant funds to eligible capital asset
purchases under the Grant as of March 31, 2012 is as follows:
|
|
|
|
|
|
|
|
|
Purchase Cost |
Grant Funding |
Recorded Value |
|
Land |
$ 896,388 |
448,194 |
448,194 |
|
Building |
9,865,371 |
4,932,685 |
4,932,686 |
|
Machinery and Equipment |
7,163,597 |
3,581,799 |
3,581,798 |
|
$17,925,356 |
8,962,678 |
8,962,678 |
Manufacturing
It is our primary objective to become a major manufacturer of
electric motor, generator and other power electronic products that incorporate
our proprietary technology and to supply these products to electric, hybrid
electric and fuel cell electric vehicle manufacturers and/or their Tier 1
suppliers. To this end, in December 2009 we acquired a 129,304 square foot
facility on 15 acres together with 15 acres of adjacent vacant land in Longmont,
Colorado to support our expected growth in manufacturing operations. We have
installed and qualified two semi-automated production cells at this facility
with a two shift production capacity of up to 40,000 units per year of our
automotive 100 kW and 135 kW PowerPhase Pro®
electric motor and motor controller. We expect to add additional production
capacity in this facility coincident with future demand.
Over the last several years we have established a production
engineering group with decades of manufacturing design and production
experience, much of which is specific to the electric motor or automotive
industries. We have adopted the Advanced Product Quality Planning ("APQP")
automotive procedures for the development and volume production of our products
and we are continuing to expand our production engineering group coincident with
the growth in our customer base and the number of customer programs we believe
will proceed to full scale production. We are also upgrading our software
systems and enhancing our internal processes in anticipation of potentially
rapid growth in our production volumes.
We also have a production cell for the assembly of our larger
frame size, higher power, lower volume prototype motors. The annual capacity of
this cell is approximately 5,000 systems per shift per year.
We also manufacture a truck qualified DC-to-DC converter for
Eaton Corporation as part of their hybrid electric power system for the heavy
truck market, as well as for other electric and hybrid electric vehicle
manufacturers. We have a dedicated manufacturing cell for these systems.
In order to ensure our cost competitiveness, we have adopted
a manufacturing strategy for the near term of designing all product components
and then sourcing these parts with quality suppliers. Final assembly, testing,
pack-out and shipping of the product are performed at our Colorado facility. We
have established relationships with many high-quality, low-cost suppliers,
including a number of international companies. Future plans are to continue the
development and introduction of more advanced and automated manufacturing
systems which we believe will ensure our competitiveness in new and growing
markets.
Our company is currently certified under the ISO 9001:2000
quality standards. Over the next several years we expect to qualify our
operations under the more difficult TS 16949 standard for the automotive sector.
Product Development Activities
We recently completed the development of and introduced at
the Electric Vehicle Symposium in Los Angeles our production-ready PowerPhase
HD® 220 electric propulsion system for the medium-duty commercial
truck and bus markets. This system represents the highest peak power of any
system we have developed at 220 kW (at 360 VDC) and is producible in higher
volumes and at lower cost than our earlier system for these markets which was
rated at 200 kW peak power. This unit was designed with emphasis on the
"voice of the customer" and has been very well received worldwide.
We are also working on 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. Development targets include a reduction of
50 percent in the size of the motor controller.
We are also pursuing an advanced motor technology that
eliminates rare-earth elements. The technology incorporates permanent magnets of
an alternate chemistry, arranged in a unique way that maintains performance
benefits. A patent application has been submitted to protect this innovation.
UQM was also selected and awarded $3 million by the DOE in a competitive
solicitation to pursue this technology. This award was announced in August 2011
and is a three-year technology development program.
Our Opportunity
We have developed a range of products including electric
propulsion motors, generators, power electronic controllers and other power
electronic products that we believe are ideally suited to the growing markets
for electric, hybrid electric and fuel cell electric vehicles.
We believe that the recent launch of high volume
manufacturing of our PowerPhase Pro® 100 kW electric
propulsion system for CODA Automotive gives us a substantial "first
mover" advantage as a Tier 1 supplier to the clean vehicle market.
Specifically, the introduction of our products that have been fully automotive
qualified in commercial quantities will provide substantial economies of scale,
permitting us to achieve production costs and pricing that will be difficult for
others who have not launched similar high volume production to compete with. We
expect that this pricing and product availability advantage will allow us to
further expand the roster of automobile makers who select our propulsion systems
for their future vehicle programs.
In addition to the passenger automobile market, vehicle
makers of all types have been evaluating the potential of applying electric and
hybrid electric technology to their vehicle platforms. Of these manufacturers,
medium and heavy-duty truck and bus builders and military manufacturers have
been the most active, driven by the performance and fuel economy advantages
available from this technology, the need for large amounts of onboard and
exportable power and new federal standards requiring fuel economy improvements
of 10% to 20%. We believe that these industry developments signal the beginning
of a potentially large-scale deployment of electric propulsion and related
electronic products into markets beyond mass-market passenger automobiles.
Should these products receive broad customer acceptance, as we expect they will,
additional opportunities will likely develop over time for our company.
In the past, we have supplied our electric propulsion systems
and generators to small niche developers of electrically powered vehicles or as
part of technology development and assessment programs by the U.S. government,
and larger commercial customers. However, over the last few years, we have
supplied our propulsion systems to numerous international automotive
manufacturers as part of their electric and hybrid electric vehicle development
activities, including publicly announced fleet build or vehicle development
programs with Audi, Saab and Rolls Royce. Should any of these automakers elect
to utilize our products in future model launches, it would have a material
impact on our future rate of growth.
We have invested substantial amounts of human resource and
capital on establishing the manufacturing infrastructure to meet CODA
requirements as well as the potential production requirements of our other
existing and future customers. As the markets for our customers' clean
vehicles expand, we expect to make additional investments in support of our
strategy to aggressively introduce automotive certified products to satisfy our
customers' requirements.
We also expect to experience potentially rapid growth in our
revenue coincident with the introduction of electric products by our customers.
In parallel to these activities in the automotive market, we expect to continue
to pursue additional production opportunities for our proprietary technology in
existing markets where the performance of our products can provide our customers
with a competitive advantage in the markets they serve.
Business Segments
At the beginning of this fiscal year, we merged our
wholly-owned subsidiary UQM Power Products, Inc. into UQM Technologies, Inc. As
a result of this merger, the operations of each of these entities are no longer
managed or reported upon to management separately, and accordingly, the Company
is no longer presenting segment information in its financial statements.
In previous fiscal year we had two reportable segments:
technology and power products. These reportable segments were strategic business
units that offered different products and services. They were managed separately
because each business required different business strategies. The technology
segment encompassed our technology-based operations including core research to
advance our technology, application and production engineering and product
development and job shop production of prototype components. The power products
segment encompassed the manufacture and sale of motors and electronic
controllers.
Competition
All of the markets in which we operate are highly competitive
and are characterized by rapid changes due to technological advances that can
render existing technologies and products obsolete.
We develop advanced electric propulsion systems and
components which we hope to market to vehicle Original Equipment Manufacturers
("OEMs") and their Tier 1 suppliers throughout the world for use in
electric, hybrid electric, plug-in hybrid electric and fuel cell electric
vehicles. In recent years, the market for hybrid electric automobiles has begun
to emerge, led by the introduction and market success of hybrid electric
vehicles manufactured by Toyota, Honda, Ford and General Motors and others. In
the commercial vehicle markets, International Truck and Engine Corporation,
Freightliner Trucks and Paccar offer hybrid electric medium-duty trucks and
Caterpillar, Inc. produces a belt-less engine/electric tracked bulldozer. 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 the 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 and volume
manufacturing operations. We believe our principal competitors include Toyota,
Honda, General Motors, Hitachi, Toshiba, Siemens, Delphi, Danaher, Enova,
Continental, Magna, Remy, and Bosch.
Patents
We hold several groups or families of patents.
U.S. Patent No. 5,592,731 and U.S. Patent No. 5,382,859
relate to a stator for high-power density electric motors and generators, and a
method of constructing the same. Corresponding applications have been filed and
issued in several foreign countries.
U.S. Patent No. 5,677,605 discloses and claims a brushless
motor and drive system using phase timing advancement. Corresponding
applications have been filed and issued in several foreign countries.
U.S. Patent No. 5,982,063 discloses and claims an electric
motor having an internal brake. Corresponding applications have been filed and
issued in several foreign countries.
U.S. Patent No. 6,522,130 discloses and claims a method for
controlling a brushless electric motor having a rotor, and relates to an
accurate method for sensing rotor position and detecting rotational speed over a
broad range of speeds. U.S. Patent No. 6,693,422 is a related U.S. patent
entitled "Accurate Rotor Position Sensor and Method Using Magnet and
Sensors Mounted Adjacent to the Magnet and Motor". Corresponding
applications have been filed and issued in several foreign countries.
In 2007, we filed patent applications for a stator design in
the United States, Canada, and Europe. The U.S. and Canadian applications have
granted as U.S. Patent No. 7,755,244 and CA 2,615,111, respectively. The
European application is currently pending.
In 2007, we filed patent applications for a permanent magnet
rotor geometry for permanent magnet electric motors in the United States,
Canada, and Europe. The United States application issued as U.S. Patent No.
7,598,645. The Canadian application issued as CA 2,615,111. The European
application is currently pending.
In January 2010, we filed a U.S. patent application for a
distributed generation power system having an integrated electric utility meter
and inverter system, including the physical design, placement and
interconnection of the integrated electric utility and inverter system.
Corresponding patent applications were filed in Europe and Canada. These patent
applications were abandoned in fiscal 2012, and we recorded an impairment charge
of $27,845.
In November 2010, we filed a US patent application for a
rotor for a permanent magnet electric machine. This application is pending.
Corresponding patent applications have been filed in Europe and Canada.
In 2011 and 2012, we filed a U.S. and a PCT international
application for a brushless PM machine construction enabling low coercivity
magnets. These applications are still pending.
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.
Financial Information about Geographic Areas
The following summarizes total revenue by geographic area:
|
|
|
Fiscal Year
Ended March 31, |
|
|
2012 |
2011 |
2010 |
|
United States |
7,774,946 |
6,544,485 |
6,909,152 |
|
Foreign Countries |
2,368,510 |
2,476,817 |
1,782,801 |
|
|
10,143,456 |
9,021,302 |
8,691,953 |
The geographic area revenue is derived from is based upon the
country the purchase transaction originates in.
Backlog
We had unperformed service contracts from customers, which
will provide future revenue upon completion totaling approximately $1.4 million
at April 30, 2012 versus $0.3 million at April 30, 2011. Our order backlog for
products at April 30, 2012 was approximately $11.5 million versus $3.4 million
at April 30, 2011. Many orders are issued to us as blanket purchase orders
subject to the issuance of subsequent release orders which direct the number and
timing of actual deliveries. Substantially all of the backlog amounts at April
30, 2012 and 2011 are subject to amendment, modification or cancellation. We
expect to complete all unperformed service contracts over the next ten months
and ship motor and controller backlog products over the next twelve months.
Customers and Suppliers
We have historically derived significant revenue from a few
key customers. Revenue from CODA totaled $4,313,728, $1,301,224 and $573,250 for
the fiscal years ended March 31, 2012, 2011 and 2010, respectively, representing
43 percent, 14 percent, and 7 percent of consolidated total revenue,
respectively. This customer also represented 61 percent and 16 percent of
consolidated total accounts receivable at March 31, 2012 and 2011, respectively.
Inventories consisting of raw materials, work-in-process and finished goods for
CODA were 76 percent and 38 percent of consolidated total inventories at March
31, 2012 and 2011, respectively.
Principal raw materials and components purchased by us
include iron, steel, electronic components, 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.
Since the beginning of calendar year 2011 we have experienced
significant price escalation in the cost of magnets used in our motors, which
contain the rare-earth elements neodymium and dysprosium. These price increases
have been driven primarily by changes in government policy in China, where our
magnets are made. The price of neodymium and dysprosium have decreased
materially from their peak price in the summer of 2011 according to data
published by metal-pages.com, but are nevertheless, still well above the base
line prices at the beginning of calendar year 2011. We have not experienced any
disruption in supply. We may continue to experience volatile pricing over the
next few years until mining operations outside of China increase or restart.
U.S. Government Contracts
Revenue derived from contracts with agencies of the U.S.
Government and from subcontracts with U.S. Government prime contractors was
$684,489, or 7 percent of our consolidated total revenue, for the year ended
March 31, 2012, $1,112,307, or 12 percent of our consolidated total revenue for
the year ended March 31, 2011, and $2,488,321 or 29 percent of our consolidated
total revenue for the year ended March 31, 2010. Accounts receivable from
government-funded contracts represented 9 percent and 49 percent of total
accounts receivable as of March 31, 2012 and 2011, respectively. Of these
amounts, revenue derived from subcontracts with AM General LLC totaled $55,724,
$792,508 and $1,807,063 which represented 1 percent, 9 percent, and 21 percent
of our consolidated total revenue for the fiscal years ended March 31, 2012,
2011 and 2010, respectively. This customer also represented 2 percent and nil of
consolidated total accounts receivable at March 31, 2012 and 2011, respectively.
We had insignificant inventories consisting of raw materials, work-in-process
and finished goods for AM General LLC at both March 31, 2012 and 2011.
Some of our business with the U.S. Government was performed
on a cost plus fixed fee basis. These contracts provide for reimbursement of
costs, to the extent allocable and allowable under applicable regulations, and
payment of a fee. Certain other contracts with the U.S. Government provide for
the reimbursement of costs on a 50 percent cost-sharing basis and have
not-to-exceed billing rates negotiated between the U.S. Government and us. Other
U.S. Government business is performed under firm fixed price contracts. On
"cost-share" and "firm fixed price" contracts, we can incur
an actual loss in the performance thereof if incurred costs exceed the contract
amount. All of our U.S. Government contracts are subject to modification or
cancellation at the convenience of the Government.
We have a Grant for $45,145,534 with the DOE under the
American Recovery and Reinvestment Act. The Grant provides funds to facilitate
the manufacture and deployment of electric drive vehicles, batteries and
electric drive vehicle components in the United States. Pursuant to the terms of
the Assistance Agreement, the DOE will reimburse us for 50 percent of qualifying
costs incurred for the purchase of facilities, tooling and manufacturing
equipment, and for engineering related to product qualification and testing of
our electric propulsion systems and other products. The period of the Grant is
through January 12, 2015.
Funding for qualifying project costs incurred is currently
limited to $32.0 million until July 12, 2013 at which time we are required to
provide the DOE an updated total estimated cost of the project along with
evidence of firm commitments for our 50 percent share of the total estimated
cost of the project in excess of our currently accepted cost-share match of
$32.0 million. If an extension or modification of this requirement has not
occurred or all such funds have not been secured, we must submit by such date, a
funding plan to obtain the remainder of such funds, which is acceptable to the
DOE, or the award may be terminated.
If we dispose of assets acquired using Grant funding, we may
be required to reimburse the DOE upon such sale date if the fair value of the
asset on the date of disposition exceeds $5,000. The amount of any such
reimbursement shall be equal to 50 percent of the fair value of the asset on the
date of disposition.
At March 31, 2012 we had received reimbursements from the DOE
under the Grant totaling $16.5 million of which $8.9 million was for capital
assets and $7.6 million was reimbursements of product qualification and testing
costs. We also had an amount receivable from the DOE at March 31, 2012 of
$280,674 of which $242,900 represented reimbursement for product qualification
and testing costs incurred. The application of Grant funds to eligible capital
asset purchases under the Grant as of March 31, 2012 is as follows:
|
|
|
|
|
|
Purchase Cost |
Grant Funding |
Recorded Value |
|
Land |
$ 896,388 |
448,194 |
448,194 |
|
Building |
9,865,371 |
4,932,685 |
4,932,686 |
|
Machinery and Equipment |
7,163,597 |
3,581,799 |
3,581,798 |
|
|
$ 17,925,356 |
8,962,678 |
8,962,678 |
| |
|
|
|
The application of Grant funds to eligible capital assets
purchases under the Grant as of March 31, 2011 is as follows:
|
|
|
|
|
|
Purchase Cost |
Grant Funding |
Recorded Value |
|
Land |
$ 896,388 |
448,194 |
448,194 |
|
Building |
9,611,560 |
4,805,780 |
4,805,780 |
|
Machinery and Equipment |
5,437,965 |
2,718,982 |
2,718,983 |
|
|
$ 15,945,913 |
7,972,956 |
7,972,957 |
| |
|
|
|
We also 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.
Employee and Labor Relations
As of April 30, 2012, we had 84 total employees, of whom 82
are full-time employees. We have entered into employment contracts with all of
our executive officers. Two of these contracts expire on August 22, 2012, one
agreement expires on August 31, 2015, one agreement expires on November 30, 2014
and one expires on May 31, 2015. None of our employees are covered by a
collective bargaining agreement. 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 FY2012 Annual Report on Form 10-K, Annual Report to Shareholders,
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,
Governance Committee Charter and Code of Business Conduct and Ethics as well as
the procedures for reporting a violation of business ethics. Information on our
website does not constitute part of this Annual Report.
ITEM 1A. RISK FACTORS
toc*
We operate in a 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.
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, |
|
|
2012 |
2011 |
2010 |
|
|
|
|
|
|
Net loss |
$ 4,928,520 |
$ 1,992,358 |
$ 4,140,872 |
As of March 31, 2012 we had an accumulated deficit of
$80,486,989.
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 at least through March 31, 2013 and potentially beyond, although the
level of our losses may decline as revenue from our Supply Agreement with CODA
increases.
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, 2012 was
$4,928,520 versus a net loss for the fiscal years ended March 31, 2011 and 2010
of $1,992,358 and $4,140,872,
respectively. At March 31, 2012, our cash and
short-term investments totaled $12,120,849. We expect our losses to continue
through at least March 31, 2013 and potentially beyond, although the level of
our losses may decline as revenue from our Supply Agreement with CODA increases.
Our existing cash resources, together with funding expected from our ARRA grant
should be sufficient to complete our business plan for at least the next
eighteen 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.
If we do not satisfy the terms of our U.S. Department of
Energy grant, we may not receive all of the $45.1 million grant we were
awarded and may be required to return amounts already paid to us under the
grant.
We have a $45.1 million Grant under the American
Recovery and Reinvestment Act's Electric Drive Vehicle Battery and Component
Manufacturing Initiative with the U.S. Department of Energy. We have received
funding of $16.5 million under this Grant as of March 31, 2012. This Grant is
subject to terms and conditions specified in the agreement between us and the
DOE. We are required to make a cash investment on a dollar-for-dollar matching
basis to receive funds under this Grant. If we are unable to match the total
amount of the $45.1 million Grant with funding from non-Federal sources, we
will be unable to take advantage of the entire award, and could become
ineligible for continued participation in the program. The reimbursement of
qualified costs under the award is currently limited to $32.0 million. On or
before July 12, 2013, we are required to provide to the DOE an updated total
estimated cost of the project along with firm commitments to fund our 50 percent
share of the total estimated cost of the project above the $32.0 million of
matching funds we have previously received credit for. If an extension or
modification of this requirement has not occurred or all such funds have not
been secured, we must submit, by such date, a funding plan to obtain the
remainder of such funds, which is acceptable to the DOE, or the Grant may be
terminated. In addition, the award may be terminated at any time at the
convenience of the government. Although we expect to satisfy the requirement in
the Grant, we cannot assure that this requirement will be satisfied and the
contract will not be terminated prior to receiving all of the proceeds.
CODA may not purchase from us all of the 20,000 systems
provided for under its Supply Agreement.
We have executed a Supply Agreement with CODA that provides a
framework for CODA, or its manufacturing partner, to purchase from us 20,000
electric propulsion systems for use in automobiles to be manufactured by CODA
during the initial two-year term of the agreement. Under the terms of this
agreement, CODA will issue blanket purchase orders covering their annual
purchase requirements and specifying the timing of delivery for such units, with
a portion of the delivery schedule considered to be "firm" and
noncancellable. If CODA, or its manufacturing partner, does not purchase at
least 15,000 units under the CODA Supply Agreement, CODA may be required to make
specific payments to us. For example, if CODA is unsuccessful in the development
of its electric automobile, CODA would not be obligated to purchase electric
propulsion systems from us, but CODA would then be obligated to make the
payments specified in the contract to us. While these specific payments would
cover much of our capital costs in preparing to supply electric propulsion
systems to CODA, the payments are substantially less than the amount we would
receive for sales of systems under the Supply Agreement. In addition, CODA may
not have adequate funds to make any such payments to us or may otherwise contest
its obligation to pay, and as a result it is possible that we may never receive
any such funds. CODA may also terminate the Supply Agreement for any number of
reasons.
We may experience challenges in launching production of
electric propulsion systems on the scale envisioned under the CODA Supply
Agreement.
Although we have installed and qualified production lines and
begun production on these lines, we have not ever produced electric propulsion
systems on the scale necessary to fulfill our obligations under the CODA Supply
Agreement. We also may need to hire additional personnel as production volumes
for CODA increase. We may encounter difficulties and challenges in ramping-up
our operations. If we are unable to successfully increase our production volumes
coincident with CODA's delivery requirements we could breach our Supply
Agreement. If any such difficulties are encountered during production launch it
could have a material adverse effect on our financial condition and results of
operations.
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 and intensify as
production under the CODA Supply Agreement increases. CODA may become the source
of a substantial portion of our revenue in at least the near-term. The magnitude
of this revenue is dependent on CODA's ability to introduce and sell its
passenger vehicle in commercial volumes.
Our customer arrangements generally are non-exclusive, have
no long-term volume commitments and are often 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, a rare-earth mineral, is a key ingredient used in
the production of magnets that are a component 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 the use of Chinese companies, rather
than exporting it. Since the beginning of calendar 2011 we have experienced a
significant price escalation in the cost of magnets used in our motors, which
contain the rare-earth elements neodymium and dysprosium. The price escalation
is primarily due to changes in government policy in China. Although prices have
decreased materially since peaking in the summer of 2011 they are nevertheless,
still well above the baseline prices at the beginning of calendar year 2011. We
have amended our supply agreement with CODA to pass a substantial portion of our
increased magnet purchase costs through to CODA in the form of a surcharge and
have implemented a magnet surcharge for all of our other customers to recover
these escalated costs. Although neodymium iron boron magnets are available from
other sources, these alternative sources are currently more costly. Reduced
availability of neodymium from China could adversely affect our ability to
obtain magnets in 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
production costs thereby reducing or eliminating our profit margin on electric
propulsion systems if we are unable to pass the increase in our production costs
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. In addition, the U.S. government has
awarded substantial financial grants under the stimulus bill to several large
companies who compete with us. To the extent that some of these competitors
received awards under the stimulus bill in amounts greater than we have, could
adversely impact our ability to compete.
Our business depends, in part, on the expansion of the market
for hybrid electric vehicles and the future introduction and growth of a market
for all-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 automobiles. 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 cars, 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. 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 the introduction of new products that have limited
testing in the marketplace. We are currently making substantial investments in
human resources, manufacturing facilities and equipment, production and
application engineering, among other things, to ramp up our production capacity
in order to capitalize on the anticipated expansion in demand for electric
propulsion systems and generators in the automobile and light truck markets. Our
sales of electric propulsion systems and generators in the automobile and light
truck markets to date have consisted of limited quantities of preproduction
evaluation and field test units. We are not 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.
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
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.
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.
ITEM 1B. UNRESOLVED STAFF COMMENTS
toc*
None.
ITEM 2. PROPERTIES
toc*
We own our offices and manufacturing facilities and believe
these facilities to be well maintained, adequately insured and suitable for
their present and intended uses. Information concerning our facilities as of
March 31, 2012 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 |
|
Frederick, Colorado(1) |
28,000 |
Own |
Manufacturing, laboratories and offices |
|
(1) This facility has been listed for sale and is classified on the
company's financial statements as a current asset held for sale |
ITEM 3. LEGAL PROCEEDINGS
toc*
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
toc*
Not applicable.
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
toc*
Our common stock trades on the NYSE MKT (formerly called
NYSE Amex), Chicago, Pacific Stock, Frankfurt, Berlin and Stuttgart Stock
Exchanges. 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:
|
|
|
|
|
2012 |
High |
Low |
|
Fourth Quarter |
$1.90 |
$1.37 |
|
Third Quarter |
$2.19 |
$1.28 |
|
Second Quarter |
$2.41 |
$1.54 |
|
First Quarter |
$3.15 |
$2.01 |
|
|
|
|
|
2011 |
High |
Low |
|
Fourth Quarter |
$3.83 |
$2.22 |
|
Third Quarter |
$2.85 |
$1.89 |
|
Second Quarter |
$4.19 |
$2.06 |
|
First Quarter |
$4.64 |
$3.10 |
|
|
|
|
On May 21, 2012 the closing price of our common stock, as
reported on the NYSE MKT, was $1.24 per share and there were 641 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 the Board of Directors based upon consideration of our earnings,
capital needs and other factors then relevant.
PERFORMANCE GRAPH 2
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
2008 through 2012:

| |
|
|
|
|
|
|
|
3/07 |
3/08 |
3/09 |
3/10 |
3/11 |
3/12 |
|
|
|
|
|
|
|
|
|
UQM Technologies, Inc. |
100.00 |
41.12 |
39.90 |
102.43 |
72.51 |
36.01 |
|
S&P 500 |
100.00 |
94.92 |
58.77 |
88.02 |
101.79 |
110.48 |
|
S&P Electrical Components & Equipment |
100.00 |
112.80 |
62.90 |
112.18 |
147.25 |
139.52 |
|
|
*$100 invested on 3/31/07 in stock or index, including reinvestment
of dividends |
|
Fiscal year ending March 31. |
2 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.
ITEM 6. SELECTED
FINANCIAL DATA
toc*
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 |
|
|
|
|
|
Years Ended March 31,
|
|
|
2012 |
2011 |
2010 |
2009 |
2008 |
|
|
|
|
|
|
|
|
Contract services revenue |
$ 785,068 |
608,204 |
1,384,599 |
2,717,246 |
2,591,939 |
|
Product sales |
$ 9,358,388 |
8,413,098 |
7,307,354 |
6,011,065 |
4,916,383 |
|
Loss before other income |
|
|
|
|
|
|
(expense) |
$ (4,953,336) |
(2,349,174) |
(4,201,091) |
(4,479,743) |
(4,995,242) |
|
|
|
|
|
|
|
|
Net loss |
$ (4,928,520) |
(1,992,358) |
(4,140,872) |
(4,402,019) |
(4,586,105) |
|
|
|
|
|
|
|
|
Net loss per common share - |
|
|
|
|
|
|
basic and diluted |
$ (0.14) |
(0.06) |
(0.13) |
(0.17) |
(0.18) |
|
|
|
|
|
|
|
|
Total assets |
$ 39,655,601 |
41,803,920 |
42,682,573 |
12,422,832 |
16,402,546 |
|
|
|
|
|
|
|
|
Long-term obligations (1) |
$ 715,107 |
1,316,372 |
1,155,416 |
1,490,472 |
1,520,798 |
|
|
|
|
|
|
|
|
Cash dividend declared per |
|
|
|
|
|
|
common share |
$ - |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
(1) Includes current portion of long-term obligations. |
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
toc*
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 statements
appear in a number of places in this Report and include 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,
orders to be received under our Supply Agreement with CODA, future financial
results 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 above in Part I, Item 1A.
Risk Factors.
Introduction
We generate revenue from two principal activities: 1)
research, development and application engineering services that are paid for by
our customers; and 2) the sale of motors, generators and electronic controls.
The sources of engineering revenue typically vary from year to year and
individual projects may vary substantially in their periods of performance and
aggregate dollar value. Our product sales consist of both prototype low volume
sales, which are generally sold to a broad range of customers, and annually
recurring higher volume production. During the fiscal year ended March 31, 2012
our product sales increased 11.2 percent to $9,358,388, driven primarily by an
increase in demand for propulsion systems.
In 2010, we entered into a ten year Supply Agreement with
CODA Automotive to supply our PowerPhase Pro® 100 kW
electric propulsion systems for CODA's all-electric four-door sedan. Our
Supply Agreement with CODA also provides that if CODA or its manufacturing
partners, if any, do not collectively purchase 15,000 units within the first two
years following the launch of production, they will be required to make specific
payments to us. In September 2011 we amended the Supply Agreement to permit the
recovery of neodymium magnet costs above a benchmark price stated in the
amendment.
In October 2011, we launched volume production of this system
and began shipments to CODA. In March 2012, CODA began selling its all-electric
passenger car to fleets and consumers in the State of California through its
recently established dealer network. To date, CODA has established five dealers
in California and has announced its intention to establish an additional 40
dealers in 25 cities across the United States by the end of calendar year 2012.
CODA has also recently completed an agreement with Great Wall Motors Company,
Baoding, China to co-develop an all-electric vehicle for worldwide distribution.
Great Wall is one of China's fastest growing automobile manufacturers in 2011
with 487,000 vehicle sold. Under this arrangement Great Wall and CODA intend to
co-develop and introduce the most affordable EV on the market, comparable to
entry-level internal combustion engine vehicles after incentives.
CODA has stated that it hopes to sell between 10,000 and
14,000 vehicles in the first year following introduction of the vehicle. If CODA
achieves their sales objectives we expect our revenue from the sale of
propulsion systems to CODA and our working capital requirements to increase
materially.
We also supply electric propulsion systems to Proterra, a
developer and manufacturer of all-electric composite transit buses and Electric
Vehicles International ("EVI"), a developer and manufacturer of
all-electric medium-duty delivery trucks. EVI recently announced that they have
received an order from UPS for 100 all-electric delivery vans powered by our
electric propulsion systems, the majority of which are expected to be delivered
in calendar year 2012. We are also supplying an automotive qualified DC-to-DC
converter to Eaton Corporation, which is used onboard medium and heavy-duty
hybrid trucks sold by Freightliner, International and Paccar.
Our electric propulsion systems are being used in several
development vehicles including the Audi A1 e-tron all-electric car and the Rolls
Royce all-electric 102EX Phantom car. In addition to these programs, the Company
is supplying its electric propulsion systems and generators to numerous other
international automakers and entrepreneurial automobile developers as part of
their HEV, PHEV and EV vehicle development programs.
We have a $45.1 million Grant from the DOE under the American
Recovery and Reinvestment Act to accelerate the manufacturing and deployment of
electric vehicles, batteries and components in the United States. The Grant
provides for a 50 percent cost-share by the Company. Capital expenditures for
facilities, tooling and manufacturing equipment and the qualification and
testing of products associated with the launch of volume production for CODA,
Proterra, EVI and other customers are eligible for reimbursement under the DOE
program. We recorded reimbursements of $8.9 million under the DOE Grant through
March 31, 2012 for capital assets acquired, which were recorded as a reduction
in the cost basis of the assets acquired. We also recorded reimbursements of product
qualification and testing costs under the Grant through March 31, 2012 of $7.8
million. In April 2012 we amended this contract to extend the period of
performance by two years to January 12, 2015 and to extend the date for
demonstrating our ability to provide additional cost-sharing funds until July
12, 2013. These amendments will allow us additional time to automotive qualify
and commercialize additional products and the next generation of our existing
products for the expanding markets for clean vehicles.
We are also pursuing an advanced motor technology that
eliminates rare-earth elements. The technology incorporates permanent magnets of
an alternate chemistry, arranged in a unique way that maintains performance
benefits. A patent application has been submitted to protect this innovation.
UQM was also selected and awarded $3 million by the DOE in a competitive
solicitation to pursue this technology. This award was announced in August 2011
and is a three-year technology development program.
We have developed and recently introduced at Electric Vehicle
Symposium 26 a production qualified and higher power version of our larger frame
size motor, the PowerPhase HD® 220 for the medium-duty truck and bus
markets. This system produces 220 kW of peak power (at 360 VDC) in a smaller
more cost effective package. We have also begun work on the next generation
PowerPhase Pro® system for the automotive market. The objective of
this program is to introduce a higher performance electric propulsion system
that has increased efficiency over a broader operating range, a smaller package
size and reduced costs.
Our former facility in Frederick, Colorado is currently
listed for sale with a commercial broker. As a result, the carrying value of the
facility has been classified as a current asset and listed under the caption
facility held for sale.
We expect demand for our electric propulsion system and
generator products to remain strong for the foreseeable future as vehicle makers
continue to focus on the development and introduction of electric and hybrid
electric vehicles as part of the evolution of the global automotive industry to
provide a broader selection of highly fuel efficient vehicles to consumers. This
demand is due, in part, to an expansion in the number of all-electric and hybrid
electric vehicle platforms being developed for potential introduction in the
passenger automobile market, the amount of government grants and loans available
to encourage the development and introduction of clean vehicles, tax incentives
to purchasers of these vehicles, progressively more challenging CAFE and global
carbon dioxide emission regulations, and a desire on the part of the global
automotive industry to provide a broader selection of highly fuel efficient
vehicles.
Product sales revenue for the fiscal year ended March 31,
2012 increased 11.2 percent to $9,358,388 versus $8,413,098 last fiscal year.
The increase is primarily due to increased propulsion system shipments to CODA
under our Supply Agreement partially offset by decreased levels of prototype
propulsion system sales.
Revenue from funded engineering activities for the fiscal
year ended March 31, 2012 increased to $785,068 versus $608,204 last fiscal
year. The increase is primarily attributable to increased levels of customer
funded engineering activities.
Gross profit margins on product sales for the fiscal year
increased to 28.8 percent versus 27.6 percent last fiscal year, due to a more
favorable product mix, improved overhead absorption and lower manufacturing
burden arising from a change in the method of allocating costs associated with
excess facility capacity. Gross profit contribution dollars increased to
$2,979,995 versus $2,392,703 last fiscal year.
Net loss for the fiscal year ended March 31, 2012 increased
to $4,928,520, or $0.14 per common share on consolidated total revenue of
$10,143,456, versus a net loss of $1,992,358, or $0.06 per common share on
consolidated total revenue of $9,021,302 for the previous fiscal year. The
increase in current year net loss is primarily attributable to the reimbursement
of prior period production engineering costs of $1,546,446 in the prior fiscal
year under the DOE Grant which increased the reimbursement percentage for that
fiscal year to 113 percent versus 63 percent for the current fiscal year, a
recovery from a bankruptcy proceeding during the prior fiscal year of $265,474
and higher levels of selling, general and administrative expenses during the
fiscal year ended March 31, 2012 due primarily to recruiting costs and the
addition of a Vice President of Sales and Business Development to our executive
team.
Our liquidity throughout the fiscal year was sufficient to
meet our operating requirements. At March 31, 2012, we had cash and short-term
investments totaling $12,120,849. Net cash used in operating activities for the
fiscal year was $11,414,137 versus $2,284,396 last fiscal year due primarily to
planned increases in inventory levels associated with the launch of production for CODA. Capital expenditures, net of
reimbursements from the DOE for the fiscal year were $645,603 versus $3,652,569
last fiscal year.
Financial Condition
Cash and cash equivalents and short-term investments at March
31, 2012 were $12,120,849 and working capital (the excess of current assets over
current liabilities) was $25,025,517 compared with $24,211,275 and $27,413,664,
respectively, at March 31, 2011. The decrease in cash and short-term investments
is primarily attributable to operating losses, higher levels of inventories,
accounts receivables and capital expenditures partially offset by higher levels
of accounts payable and other current liabilities. The decrease in working
capital is primarily attributable to operating losses and increased levels of
other current liabilities which were partially offset by higher levels of
accounts receivables.
Accounts receivable increased $1,402,063 to $4,929,117 at
March 31, 2012 from $3,527,054 at March 31, 2011. The increase is primarily
attributable to higher levels of billings under our purchase and supply
agreement with CODA. Substantially all of our customers are large
well-established companies of high credit quality. 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 our
typical terms are irrevocable letter of credit or cash payment in advance of
delivery. During the year ended March 31, 2012, our customer Saab filed for
bankruptcy protection. As a result, we had an allowance for bad debts of
$127,697 at March 31, 2012 representing approximately 90 percent of the amount
due from Saab. No allowance for bad debts was deemed necessary at March 31,
2011.
Costs and estimated earnings on uncompleted contracts
decreased to $78,376 at March 31, 2012 versus $126,775 at March 31, 2011. The
decrease is due to more favorable billing terms on certain contracts in process
at March 31, 2012 versus March 31, 2011. Estimated earnings on contracts in
process decreased to $380,713 or 24.0 percent of contracts in process of
$1,587,499 at March 31, 2012 compared to estimated earnings on contracts in
process of $424,184 or 9.4 percent of contracts in process of $4,530,042 at
March 31, 2011. The decrease in estimated earnings is attributable to lower
levels of funded engineering contracts in process partially offset by higher
expected margin on certain contracts in process at March 31, 2012.
Inventories increased $8,350,707 to $10,564,148 at March 31,
2012 as compared to $2,213,441 at March 31, 2011 principally due to increased
levels of raw materials and finished goods inventories. Raw materials,
work-in-process and finished goods inventory increased $5,420,316, $321,956 and
$2,608,435, respectively, principally due to the ramping up of production for
CODA.
Prepaid expenses and other current assets increased to
$556,592 at March 31, 2012 from $367,154 at March 31, 2011 primarily due to
higher levels of prepayments on raw material inventories outstanding at the end
of the current fiscal year versus the prior fiscal year end.
We invested $2,132,593 for the acquisition of property and
equipment during the fiscal year before reimbursements from the DOE Grant
compared to $7,388,288 during the fiscal year ended March 31, 2011. The decrease
in gross capital expenditures is primarily attributable to reduced renovation
costs on our facility and decreased acquisitions of equipment this year
reflecting the completion of the installation of our volume production lines
during the prior fiscal year.
Patent costs decreased $41,255 to $222,836 at March 31, 2012
as compared to $264,091 at March 31, 2011 due to systematic amortization of
patent issuance costs and the impairment of a patent application during the
year, partially offset by the costs associated with the filing and pursuit of
new patent applications.
Trademark costs decreased $4,487 to $113,844 at March 31,
2012 as compared to $118,331 at March 31, 2011 due to systematic amortization of
trademark issuance costs.
Other assets decreased $133,259 to $90,105 at March 31, 2012
from $223,364 at March 31, 2011 due to lower levels of prepayments on capital
equipment purchases outstanding at the end of the current fiscal year versus the
prior fiscal year end.
Accounts payable increased $983,110 to $2,356,513 at March
31, 2012 from $1,373,403 at March 31, 2011, primarily due to increased levels of
inventory purchases offset by lower levels of capital asset purchases and
reduced outstanding construction draws associated with the renovation of our
facility at the end of the prior fiscal year.
Other current liabilities increased $1,425,395 to $2,329,101
at March 31, 2012 from $903,706 at March 31, 2011. The increase is primarily
attributable to deferred revenue arising from our magnet purchase agreement with
CODA and higher levels of customer deposits outstanding at March 31, 2012.
Short-term deferred compensation under executive employment
agreements decreased $587,193 to $152,007 at March 31, 2012 versus $739,200 at
March 31, 2011 reflecting a retirement payment made to the Company's former
CEO during the first quarter of the fiscal year, partially offset by severance
obligations due to our former Senior Vice President of Operations under the
terms of his employment agreement.
Billings in excess of costs and estimated earnings on
uncompleted contracts decreased $8,525 to $7,201 at March 31, 2012 from $15,726
at March 31, 2011 reflecting decreased levels of billings on certain engineering
contracts in process at the end of the fiscal year ended March 31, 2012 in
advance of the performance of the associated work versus the prior fiscal year.
Long-term deferred compensation under executive employment
agreements decreased $14,072 to $563,100 at March 31, 2012 from $577,172 at
March 31, 2011 reflecting the reduction of estimated future severance
obligations due to the departure of our Senior Vice President of Operations
which were partially offset by periodic accruals of future severance obligations
under executive employment agreements.
Common stock and additional paid-in capital increased to
$363,562 and $114,371,106, respectively, at March 31, 2012 compared to $362,133
and $113,391,049 at March 31, 2011. The increase in common stock and additional
paid-in capital was primarily attributable to the expensing of non-cash
share-based payments associated with equity grants under our stock bonus and
equity incentive plans and share issuances under our employee stock purchase
plan and stock bonus plan.
Results of Operations
Operations for the fiscal year ended March 31, 2012, resulted
in a net loss of $4,928,520, or $0.14 per common share, compared to a net loss
of $1,992,358, or $0.06 per common share, and $4,140,872, or $0.13 per common
share, for the fiscal years ended March 31, 2011 and 2010, respectively. The
increase in current year net loss is primarily attributable to the reimbursement
of prior period production engineering costs of $1,546,446 in the prior fiscal
year under the DOE Grant, a recovery from a bankruptcy proceeding during the
prior fiscal year of $265,474 and higher levels of selling, general and
administrative expenses due primarily to recruiting costs and the addition of a
Vice President of Sales and Business Development to our executive team.
Revenue from contract services increased $176,864, or 29.1
percent, to $785,068 for the fiscal year ended March 31, 2012 versus $608,204
for the fiscal year ended March 31, 2011. The increase is primarily attributable
to increased levels of customer funded engineering activities. Revenue from
contract services decreased to $608,204 for the fiscal year ended March 31, 2011
compared to $1,384,599 for the fiscal year ended March 31, 2010. The decrease is
primarily attributable to lower levels of funded development programs and the
application of engineering resources from the contract services group to support
production engineering, low volume production and internally funded research and
development activities.
Product sales this fiscal year increased 11.2 percent to
$9,358,388 compared to $8,413,098 for the fiscal year ended March 31, 2011. The
increase is primarily due to increased propulsion system shipments to CODA under
our Supply Agreement partially offset by decreased levels of prototype
propulsion system sales. Product sales for the fiscal year ended March 31, 2011
increased 15.1 percent to $8,413,098 compared to $7,307,354 for the fiscal year
ended March 31, 2010. The increase was primarily attributable to shipments of
propulsion systems under the CODA, Proterra and EVI supply agreements and
shipments of propulsion systems under a fleet build program with Audi.
Gross profit margins on contract services increased to 36.3
percent this fiscal year compared to 11.0 percent for the fiscal year ended
March 31, 2011 primarily due to higher expected margins on certain contracts in
process at March 31, 2012. Gross profit margins on contract services decreased
to 11.0 percent fiscal year ended March 31, 2011 compared to 35.5 percent for
the fiscal year ended March 31, 2010 due to reduced overhead absorption and
higher incurred costs than planned on certain engineering contracts in process.
Gross profit margins on product sales this fiscal year increased to 28.8 percent
compared to 27.6 percent for fiscal 2011. The increase is primarily due to a
more favorable product mix, improved overhead absorption and lower manufacturing
burden arising from a change in the method of allocating costs associated with
excess facility capacity. Gross profit margins on product sales for the fiscal
year ended March 31, 2011 decreased to 27.6 percent compared to 30.5 percent for fiscal 2010. The
decrease is primarily due to lower margins on pre-production units shipped to
CODA.
Research and development expenditures for the fiscal year
ended March 31, 2012 were $37,128 compared to $292,865 and $576,341 for the
fiscal years ended March 31, 2011 and 2010, respectively. The decrease in
research and development expenditures for the fiscal year ended March 31, 2012
compared to the prior fiscal year was primarily due to reduced levels of
internally funded and cost-sharing programs. The decrease in research and
development expenditures for the fiscal year ended March 31, 2011 compared to
the prior fiscal year was primarily due to reduced levels of internally funded
programs.
Production engineering costs were $6,014,868 for the fiscal
year ended March 31, 2012 versus $3,536,287 and $2,908,334 for the prior two
fiscal years. The increase for the current fiscal year versus fiscal year 2011
is primarily attributable to the utilization of engineering resources from our
contract services group, and expansion of the production engineering group and
its activities in preparation for the launch of higher volume manufacturing
operations for CODA, development of our next generation PowerPhase Pro®
propulsion systems for the passenger automobile market and increased product
qualification and testing activities on our PowerPhase HD® 220
system for the truck and bus markets. The increase for the fiscal year ended
March 31, 2011 versus fiscal 2010 was primarily attributable to the utilization
of engineering resources from our contract services group, and expansion of the
production engineering group and its activities in preparation for the launch of
higher volume manufacturing operations for CODA.
Reimbursement of costs under the DOE Grant were $3,794,324
versus $3,988,655 and zero for each of the two prior fiscal years, respectively.
Last fiscal year the Company satisfied various conditions of the Grant allowing
for the recognition and reimbursement of all product qualification and testing
costs incurred between August 5, 2009 and September 30, 2010. As a result,
during the fiscal year ended March 31, 2011 we recorded reimbursements of
$1,546,446 for product qualification and testing costs incurred in the prior
fiscal year. Excluding this amount, reimbursements for the fiscal year ended
March 31, 2012 increased $1,352,115 versus the prior fiscal year reflecting
increased levels of reimbursable product qualification and testing costs.
Selling, general and administrative expenses this fiscal year
were $5,678,797 compared to $4,884,373 and $3,433,549 for the fiscal years ended
March 31, 2011 and 2010, respectively. The increase this year is attributable to
increases in salary and benefits expenses associated with an expansion in our
administrative staff and executive team, higher levels of accounting fees, the
establishment of an allowance for bad debts related to the Saab bankruptcy
filing and increased recruiting and general insurance costs partially offset by
decreases in non-cash equity based compensation and marketing expenses. The
increase for fiscal 2011 versus 2010 is primarily attributable to higher levels
of annual cash and non-cash incentive compensation grants, costs arising from
the recruitment and relocation of a new Chief Executive Officer and moving
expenses associated with our relocation to a new facility.
Interest income decreased to $22,805 for the current fiscal
year compared to $91,342 and $64,916 for the fiscal years ended March 31, 2011
and 2010, respectively. The decrease for fiscal 2012 versus fiscal 2011 is
attributable to lower invested balances and lower yields during the fiscal year
ended March 31, 2012. The increase for fiscal 2011 versus fiscal 2010 is
attributable to higher yields on invested balances due to a greater mix of
investments with a longer period to maturity.
Interest expense was zero for the year ended March 31, 2012
compared to zero and $15,697 for the fiscal years ended March 31, 2011 and 2010,
respectively. The decrease for fiscal 2012 and 2011 versus fiscal 2010 is due to
the payoff of the mortgage on the company's former facility during the fiscal
year ended March 31, 2010.
Other income for the fiscal year ended March 31, 2012 was
$2,011 versus $265,474 and $11,000 for the fiscal years ended March 31, 2011 and
2010, respectively. The decrease this fiscal year is attributable to a recovery
received from a bankruptcy proceeding during the fiscal year ended March 31,
2011.
Liquidity and Capital Resources
Our cash balances and liquidity throughout the fiscal year
ended March 31, 2012 were adequate to meet operating needs. At March 31, 2012,
we had cash and short-term investments of $12,120,849 and working capital (the
excess of current assets over current liabilities) of $25,025,517 compared to
$24,211,275 and $27,413,664 at March 31, 2011, respectively.
For the year ended March 31, 2012, net cash used in operating
activities was $11,414,137 compared to net cash used in operating activities of
$2,284,396 and $2,428,007 for the years ended March 31, 2011 and 2010,
respectively. The increase in cash used in operating activities this fiscal year
is primarily attributable to increased levels of inventory and accounts
receivable principally associated with the launch of volume production for CODA
and higher operating losses, partially offset by higher levels of accounts
payable and other current liabilities. The decrease in cash used for the year
ended March 31, 2011 is primarily attributable to lower operating losses, offset
by higher levels of accounts receivable and inventories at the end of the fiscal
year.
Net cash provided by investing activities for the fiscal year
ended March 31, 2012 was $7,124,741 compared to cash provided by investing
activities of $475,688 for the previous fiscal year and cash used in investing
activities of $14,793,339 for fiscal 2010. The increase in the fiscal year ended
March 31, 2012 is due to increased net maturities of short-term investments and
a decrease in the amount of capital expenditures, net of reimbursements under
our DOE Grant. The increase in cash provided by investing activities for fiscal
2011 versus fiscal 2010 is due to reimbursements received from the DOE under the
Grant, higher levels of investment maturities and reduced levels of capital
expenditures.
Net cash provided by financing activities was $48,584 for the
fiscal year ended March 31, 2012 versus cash used in financing activities of
$52,140 and cash provided by financing activities of $32,458,947 for the fiscal
years ended March 31, 2011 and 2010, respectively. The decrease in cash provided
in fiscal 2012 versus fiscal 2010 and the decrease in cash provided in fiscal
2011 versus fiscal 2010 and is primarily attributable to the completion of a
follow-on public offering in the third quarter of fiscal 2010 which resulted in
cash proceeds of $31,664,373.
We expect to fund our operations over the next year from
existing cash and short-term investment balances and from available bank
financing, if any. We may need to invest substantially greater financial
resources during fiscal 2013 on the commercialization of our products in the
automotive market, including a significant increase in human resources, and
increased expenditures for equipment, tooling and facilities. These capital
requirements may be substantially reduced by funding available under our DOE
Grant, which provides reimbursement of 50 percent of qualified capital
expenditures and product qualification and testing costs. We expect our working
capital requirements to increase further if CODA achieves their annual vehicle
sales target of 10,000 vehicles. We believe we have sufficient cash resources to
meet our working capital requirements, including those we expect to arise from
higher production volumes for CODA, and to fund our operations for at least the
next eighteen months.
We expect to manage our operations and working capital
requirements to minimize the future level of operating losses and working
capital usage consistent with the execution of our business plan, although it is
possible that with higher than expected growth next year and beyond, our working
capital requirements could consume a substantial portion of our cash reserves at
March 31, 2012. 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 operation
with then available financial resources.
Contractual Obligations
The following table presents information about our
contractual obligations and commitments as of March 31, 2012:
| |
|
|
|
|
|
| |
|
Payments due by Period |
| |
|
Less Than |
|
|
More than |
| |
Total |
1 Year |
2 - 3 Years |
4 - 5 Years |
5 Years |
|
Purchase obligations |
15,050,500 |
15,050,500 |
- |
- |
- |
|
Executive employment agreements (1) |
715,107 |
152,007 |
510,000 |
- |
53,100 |
|
Total |
15,765,607 |
15,202,507 |
510,000 |
- |
53,100 |
(1) Includes severance pay obligations under
executive employment agreements contingently payable upon six months'
notice by five officers of the company, but not annual cash compensation
under the agreements.
|
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies
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 the 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 doubtful 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.
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. Because substantially all of our customers are large well-established
companies with excellent credit worthiness, we have not historically established
a reserve for potentially uncollectible trade accounts receivable. However,
during the fiscal year ended March 31, 2012 we established an allowance for bad
debts of $127,697, principally due to the bankruptcy filing of Saab. 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.
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 for estimated declines in the realizable value of
our inventories. The actual realizable value of our inventories may differ
materially from these estimates based on future occurrences. It is reasonably
possible that future events or changes in circumstances could cause the
realizable value of our inventories to decline materially, resulting in
additional material impairment losses. During the fiscal years ended March 31,
2012, 2011 and 2010, we recorded inventory impairments of $10,169, $10,160 and
$26,714, respectively.
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.
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 and a variety of other factors that may cause
unforeseen delays and additional costs. It is reasonably possible that total
costs to be incurred on any of the projects in process at March 31, 2012 could
be materially different from management's estimates, and any modification of
management's 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 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
toc*
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. 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.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public
Accounting Firm
toc*

|
|
Board
of Directors and
Shareholders of UQM
Technologies, Inc.
We
have audited the accompanying consolidated balance sheets of UQM
Technologies, Inc. (a Colorado corporation) and subsidiaries
(collectively, the "Company") as of March 31, 2012 and 2011,
and the related consolidated statements of operations, shareholders'
equity, and cash flows for each of the three years in the period ended
March 31, 2012. 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. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation.
We believe that our audits provide a reasonable basis for our 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, 2012 and 2011, and the results of
their operations and their cash flows for each of the three years in
the period ended March 31, 2012, in conformity with accounting principles
generally accepted in the United States of America.
We also have audited, in
accordance with the standards of the Public Company Accounting Oversight
Board (United States), the Company's internal control over financial
reporting as of March 31, 2012, based on criteria established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) and our report dated May 24, 2012 expressed an unqualified
opinion.
/s/ GRANT THORNTON LLP
Denver, Colorado
May 24, 2012
U.S.
member firm of Grant Thornton International Ltd
|

|
|
Board
of Directors and
Shareholders of UQM
Technologies, Inc.
We
have audited UQM Technologies, Inc. (a Colorado Corporation) and
subsidiaries (collectively, the "Company") internal control
over financial reporting as of March 31, 2012, based on criteria
established in Internal Control
- Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Company's management is responsible for
maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management
Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company's internal
control over financial reporting 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 effective internal control over financial
reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
A
company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles. A company's internal control over financial reporting
includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's assets
that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may
deteriorate.
In
our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of March 31, 2012, based on
criteria established in Internal
Control - Integrated
Framework issued by COSO.
We
also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated
balance sheets of UQM Technologies, Inc. and subsidiaries as of March
31, 2012 and 2011 and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the
period ended March 31, 2012, and our report dated May 24, 2012
expressed an unqualified opinion.
/s/ GRANT THORNTON LLP
Denver, Colorado
May 24, 2012
U.S.
member firm of Grant Thornton International Ltd
|
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
toc*
|
|
|
|
|
|
March 31, 2012 |
March 31, 2011 |
|
Assets |
|
|
|
|
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents |
$ 11,637,940 |
15,878,752 |
|
Short-term investments |
482,909 |
8,332,523 |
|
Accounts receivable, net |
4,929,117 |
3,527,054 |
|
Costs and estimated earnings in excess of billings
on uncompleted contracts |
78,376 |
126,775 |
|
Inventories |
10,564,148 |
2,213,441 |
|
Facility held for sale |
1,621,257 |
- |
|
Prepaid expenses and other current assets |
556,592 |
367,154 |
|
|
|
|
|
Total current assets |
29,870,339 |
30,445,699 |
|
|
|
|
|
Property and equipment, at cost: |
|
|
|
Land |
1,683,330 |
1,859,988 |
|
Building |
4,484,493 |
6,822,850 |
|
Machinery and equipment |
7,868,481 |
6,766,539 |
|
|
14,036,304 |
15,449,377 |
|
Less accumulated depreciation |
(4,677,827 ) |
(4,696,942) |
|
|
|
|
|
Net property and equipment |
9,358,477 |
10,752,435 |
|
|
|
|
|
Patent costs, net of accumulated amortization of
$816,259 and $781,608 |
222,836 |
264,091 |
|
|
|
|
|
Trademark costs, net of accumulated amortization of
$59,743 and $55,256 |
113,844 |
118,331 |
|
|
|
|
|
|
|
|
|
Other assets |
90,105 |
223,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
$ 39,655,601 |
$ 41,803,920 |
|
|
|
|
|
See accompanying notes to consolidated financial statements.
|
|
(Continued) |
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets, Continued
|
|
|
|
|
|
March 31, 2012 |
March 31, 2011 |
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
Accounts payable |
$ 2,356,513 |
1,373,403 |
|
Other current liabilities |
2,329,101 |
903,706 |
|
Short-term deferred compensation under executive employment agreements |
152,007 |
739,200 |
|
Billings in excess of costs and estimated earnings on uncompleted
contracts |
7,201 |
15,726 |
|
|
|
|
|
Total current liabilities |
4,844,822 |
3,032,035 |
|
|
|
|
|
|
|
|
|
Long-term deferred compensation under executive employment agreements |
563,100 |
577,172 |
|
|
|
|
|
Total liabilities |
5,407,922 |
3,609,207 |
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
Common stock, $0.01 par value, 50,000,000 shares authorized; |
|
|
|
36,356,177 and 36,213,293 shares issued
and outstanding |
363,562 |
362,133 |
|
Additional paid-in capital |
114,371,106 |
113,391,049 |
|
Accumulated deficit |
(80,486,989 ) |
(75,558,469) |
|
|
|
|
|
Total stockholders' equity |
34,247,679 |
38,194,713 |
|
|
|
|
|
Total liabilities and stockholders' equity |
$ 39,655,601 |
41,803,920 |
|
|
|
|
|
See accompanying notes to consolidated financial statements.
|
|
|
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Consolidated Statements of Operations
toc*
|
|
|
|
|
|
|
Year Ended |
Year Ended |
Year Ended |
|
|
March 31, 2012 |
March 31, 2011 |
March 31, 2010 |
|
Revenue: |
|
|
|
|
Contract services |
$ 785,068 |
608,204 |
1,384,599 |
|
Product sales |
9,358,388 |
8,413,098 |
7,307,354 |
|
|
10,143,456 |
9,021,302 |
8,691,953 |
|
Operating costs and expenses: |
|
|
|
|
Costs of contract services |
499,813 |
541,214 |
892,649 |
|
Costs of product sales |
6,663,648 |
6,087,385 |
5,082,171 |
|
Research and development |
37,128 |
292,865 |
576,341 |
|
Production engineering |
6,014,868 |
3,536,287 |
2,908,334 |
|
Reimbursement of costs under DOE grant |
(3,794,324) |
(3,988,655) |
- |
|
Selling, general and administrative |
5,678,797 |
4,884,373 |
3,433,549 |
|
Loss (gain) on disposal of assets |
(3,138 ) |
17,007 |
- |
|
|
15,096,792 |
11,370,476 |
12,893,044 |
|
|
|
|
|
|
Loss before other income (expense) |
(4,953,336) |
(2,349,174) |
(4,201,091) |
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
Interest income |
22,805 |
91,342 |
64,916 |
|
Interest expense |
- |
- |
(15,697) |
|
Other |
2,011 |
265,474 |
11,000 |
|
|
24,816 |
356,816 |
60,219 |
|
|
|
|
|
|
Net loss |
$ (4,928,520) |
(1,992,358 ) |
(4,140,872 ) |
|
|
|
|
|
|
Net loss per common share-basic and diluted: |
$ (0.14) |
(0.06) |
(0.13) |
|
|
|
|
|
|
Weighted average number of shares of common |
|
|
|
|
stock
outstanding - basic and diluted |
36,301,642 |
36,070,364 |
30,720,368 |
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
|
|
|
|
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
toc*
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
common |
|
Additional |
|
Total |
|
|
shares |
Common |
paid-in |
Accumulated |
stockholders' |
|
|
issued |
stock |
capital |
deficit |
equity |
|
Balances at April 1, 2009 |
26,727,694 |
$ 267,277 |
78,767,154 |
(69,425,239) |
9,609,192 |
|
|
|
|
|
|
|
|
Issuance of common stock in follow-on offering, net of offering costs |
8,625,000 |
86,250 |
31,578,123 |
- |
31,664,373 |
|
Issuance of common stock under employee stock purchase plan |
61,362 |
613 |
106,000 |
- |
106,613 |
|
Purchase of treasury stock |
(38,750) |
(388) |
(159,787) |
- |
(160,175) |
|
Issuance of common stock upon exercise of employee options |
374,349 |
3,743 |
1,081,120 |
- |
1,084,863 |
|
Issuance of common stock upon exercise of warrants |
70,142 |
701 |
179,495 |
- |
180,196 |
|
Issuance of common stock under stock bonus plan |
126,941 |
1,271 |
(1,271) |
- |
- |
|
Compensation expense from employee and |
|
|
|
|
|
|
director stock option and common stock
grants |
- |
- |
660,393 |
- |
660,393 |
|
|
|
|
|
|
|
|
Net loss |
- |
- |
- |
(4,140,872) |
(4,140,872) |
|
|
|
|
|
|
|
|
Balances at March 31, 2010 |
35,946,738 |
359,467 |
112,211,227 |
(73,566,111) |
39,004,583 |
|
|
|
|
|
|
|
|
Issuance of common stock under employee stock purchase plan |
9,828 |
98 |
22,397 |
- |
22,495 |
|
Purchase of treasury stock |
(55,045) |
(550) |
(143,201) |
- |
(143,751) |
|
Issuance of common stock upon exercise of employee options |
31,966 |
320 |
68,796 |
- |
69,116 |
|
Issuance of common stock under stock bonus plan |
279,806 |
2,798 |
334,375 |
- |
337,173 |
|
Compensation expense from employee and |
|
|
|
|
|
|
director stock option and common stock
grants |
- |
- |
897,455 |
- |
897,455 |
|
|
|
|
|
|
|
|
Net loss |
- |
- |
- |
(1,992,358) |
(1,992,358) |
|
|
|
|
|
|
|
|
Balances at March 31, 2011 |
36,213,293 |
362,133 |
113,391,049 |
(75,558,469) |
38,194,713 |
|
|
|
|
|
|
|
|
Issuance of common stock under employee stock purchase plan |
41,158 |
412 |
60,548 |
- |
60,960 |
|
Purchase of treasury stock |
(6,191) |
(62) |
(12,314) |
- |
(12,376) |
|
Issuance of common stock under stock bonus plan |
107,917 |
1,079 |
167,545 |
- |
168,624 |
|
Compensation expense from employee and |
|
|
|
|
|
|
director stock option and common stock
grants |
- |
- |
764,278 |
- |
764,278 |
|
|
|
|
|
|
|
|
Net loss |
- |
- |
- |
(4,928,520) |
(4,928,520) |
|
|
|
|
|
|
|
|
Balances at March 31, 2012 |
36,356,177 |
$ 363,562 |
114,371,106 |
(80,486,989) |
34,247,679 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements. |
|
|
|
|
|
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
toc*
|
|
|
|
|
|
|
Year Ended |
Year Ended |
Year Ended |
|
|
March 31, 2012 |
March 31, 2011 |
March 31, 2010 |
|
Cash flows from operating activities: |
|
|
|
|
Net loss |
$ (4,928,520) |
(1,992,358) |
(4,140,872) |
|
Adjustments to reconcile net loss to net cash used in |
|
|
|
|
operating activities: |
|
|
|
|
Depreciation and amortization |
1,178,958 |
864,572 |
603,095 |
|
Non-cash equity based compensation |
932,902 |
1,234,628 |
660,393 |
|
Loss (gain) on disposal of assets |
(3,138) |
17,007 |
- |
|
Impairment of long-lived assets |
27,845 |
- |
- |
|
Impairment of inventories |
10,169 |
10,160 |
26,714 |
|
Change in operating assets and liabilities: |
|
|
|
|
Accounts receivable and costs and estimated earnings |
|
|
|
|
in excess of billings on uncompleted
contracts |
(1,978,510) |
(1,139,033) |
(816,187) |
|
Inventories |
(8,360,876) |
(932,275) |
(10,869) |
|
Prepaid expenses and other current assets |
(189,438) |
(226,869) |
(22,517) |
|
Other assets |
- |
- |
(9,037) |
|
Accounts payable and other current liabilities |
2,506,261 |
(245,358) |
1,219,221 |
|
Billings in excess of costs and estimated |
|
|
|
|
earnings on uncompleted contracts |
(8,525) |
(35,826) |
(19,815) |
|
Deferred compensation under executive |
|
|
|
|
employment agreements |
(601,265 ) |
160,956 |
81,867 |
|
Net cash used in operating activities |
(11,414,137) |
(2,284,396 ) |
(2,428,007 ) |
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
Purchases of short-term investments |
(7,369,698) |
(20,435,612) |
(12,412,670) |
|
Maturities of short-term investments |
15,219,312 |
24,570,973 |
3,295,154 |
|
Decrease (increase) in other long-term assets |
(61,855) |
1,412 |
(1,664) |
|
Acquisition of property and equipment |
(2,132,593) |
(7,388,288) |
(9,210,789) |
|
Property and equipment reimbursements received |
|
|
|
|
from DOE under grant |
1,486,990 |
3,735,719 |
3,574,617 |
|
Increase in patent and trademark costs |
(21,240) |
(9,520) |
(37,987) |
|
Cash proceeds from sale of equipment |
3,825 |
1,004 |
- |
|
Net cash provided by (used in) investing activities |
$ 7,124,741 |
475,688 |
(14,793,339) |
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
(Continued)
|
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows, Continued
|
|
|
|
|
| |
Year Ended |
Year Ended |
Year Ended |
| |
March 31, 2012 |
March 31, 2011 |
March 31, 2010 |
|
Cash flows from financing activities: |
|
|
|
|
Repayment of debt |
$ - |
- |
(416,923) |
|
Issuance of common stock in follow-on offering, |
|
|
|
|
net of offering costs |
- |
- |
31,664,373 |
|
Issuance of common stock upon exercise of |
|
|
|
|
employee stock options |
- |
69,116 |
1,084,863 |
|
Purchase of treasury stock |
(12,376) |
(143,751) |
(160,175) |
|
Issuance of common stock upon exercise of warrants |
- |
- |
180,196 |
|
Issuance of common stock under employee stock |
|
|
|
|
purchase plan |
60,960 |
22,495 |
106,613 |
|
Net cash provided by (used in) financing activities |
48,584 |
(52,140 ) |
32,458,947 |
| |
|
|
|
|
Increase (decrease) in cash and cash equivalents |
(4,240,812) |
(1,860,848) |
15,237,601 |
| |
|
|
|
|
Cash and cash equivalents at beginning of year |
15,878,752 |
17,739,600 |
2,501,999 |
| |
|
|
|
|
Cash and cash equivalents at end of year |
$ 11,637,940 |
15,878,752 |
17,739,600 |
| |
|
|
|
|
Supplemental Cash Flow Information: |
|
|
|
|
Interest paid in cash during the year |
$ - |
- |
17,075 |
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing transactions:
During the year ended March 31, 2012 we reclassified a facility with a
gross value of $2,645,793 and accumulated depreciation of $1,024,536 to
facility held for sale.
See accompanying notes to consolidated financial
statements.
|
Notes to Consolidated Financial Statements
toc*
( 1) Summary of Significant
Accounting Policies
(a) Description of Business
UQM Technologies, Inc. and our wholly-owned subsidiaries
are engaged in the research, development and manufacture of permanent magnet
electric motors and the electronic controls for such motors. Our facility is
located in Longmont, Colorado. Our revenue is derived primarily from product
sales to customers in the automotive, industrial, and aerospace markets, and
from contract research and development services. We are impacted by other
factors such as the continued receipt of contracts from industrial and
governmental parties, our ability to protect and maintain the proprietary
nature of our technology, continued product and technological advances and our
ability together with our partners, to commercialize our products and
technology.
(b) Principles of Consolidation
The consolidated financial statements include the accounts
of UQM Technologies, Inc. and those of all majority-owned or controlled
subsidiaries. All intercompany accounts and transactions have been eliminated
in consolidation.
(c) Cash and Cash Equivalents and
Short-term Investments
We consider cash on hand and investments with original
maturities of three months or less to be cash and cash equivalents.
Investments with original maturities of greater than three months and less
than one year from the balance sheet date are classified as short-term.
We limit our cash and cash equivalents and investments to
high quality financial institutions in order to minimize our credit risk.
(d) Investments
We have an investment policy approved by the Board of
Directors that governs the quality, acceptability and dollar concentration of
our investments. Investments are comprised of marketable securities and
consist primarily of commercial paper, asset-backed and mortgage-backed
securities and bank certificates of deposits with original maturities beyond
three months. All marketable securities are held in our name at three major
financial institutions who hold custody of the investments. All of our
investments are held-to-maturity investments as we have the positive intent
and ability to hold these securities until maturity. All investments are
recorded at amortized cost.
The amortized cost and unrealized gain or loss of our
investments were:
| |
|
|
| |
March
31, 2012 |
March
31, 2011 |
| |
Amortized Cost |
Gain (Loss) |
Amortized Cost |
Gain (Loss) |
|
Short-term investments: |
|
|
|
|
|
U.S. government and government agency |
|
|
|
|
|
securities |
$ - |
- |
795,451 |
(17,197) |
|
Commercial paper, corporate and foreign bonds |
482,909 |
11,626 |
7,227,820 |
(59,777) |
|
Certificates of deposit |
- |
- |
309,252 |
- |
|
|
482,909 |
11,626 |
8,332,523 |
(76,974) |
|
Long-term investment: |
|
|
|
|
|
Certificates of deposit (included in other assets) |
61,855 |
- |
- |
- |
|
|
$ 544,764 |
11,626 |
8,332,523 |
(76,974) |
The time to maturity of held-to-maturity securities were:
|
|
|
|
|
|
|
March
31, |
|
|
2012 |
|
2011 |
|
Three to six months |
$ 432,985 |
|
6,518,845 |
|
Six months to one year |
49,924 |
|
1,813,678 |
|
Over one year |
61,855 |
|
- |
|
|
$ 544,764 |
|
8,332,523 |
(e) Accounts Receivable
We extend unsecured credit to most of our customers following
a review of the customers' financial condition and credit history. 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 without an adequate credit rating, our
typical terms are irrevocable letter of credit or cash payment in advance of
delivery. We establish an allowance for doubtful accounts based upon a number of
factors including the length of time trade receivables are past due, the
customer's ability to pay its obligation to us, the condition of the general
economy, estimates of credit risk, historical trends and other information. We
write off accounts receivable when they become uncollectible against our
allowance for uncollectible accounts receivable. At March 31, 2012 and 2011, we
had an allowance for uncollectible accounts receivable of $127,697 and zero,
respectively. Accounts receivable are deemed to be past due when they have not
been paid by their contractual due dates.
(f) Inventories
Inventories are stated at the lower of cost or market. Cost
is determined by the first-in, first-out method. We charge directly to expense
slow moving or obsolete inventory items during the period we assess the value
of such inventory to be impaired. For the fiscal years ended March 31, 2012,
2011 and 2010, we impaired inventory of $10,169, $10,160 and $26,714,
respectively.
(g) Property and Equipment
Property and equipment are stated at cost, unless the asset
was acquired, in part, with DOE Grant funds, in which case it is stated at
cost net of DOE reimbursements. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets, which
range from three to five years, except for buildings, which are depreciated
over 27.5 years. Maintenance and repairs are charged to expense as incurred.
Depreciation expense for the fiscal years ended March 31, 2012, 2011 and 2010
was $1,139,821, $817,033 and $547,365, respectively.
(h) Patent and Trademark Costs
Patent and trademark costs consist primarily of legal
expenses, and represent those costs incurred by us for the filing of patent
and trademark applications. Amortization of patent and trademark costs is
computed using the straight-line method over the estimated useful life of the
asset, typically 17 years for patents, and 40 years for trademarks.
Amortization expense for the fiscal years ended March 31, 2012, 2011 and 2010
was $39,137, $47,539, and $55,730, respectively.
(i) Impairment of Long-Lived Assets
We periodically evaluate whether circumstances or events
have affected the recoverability of long-lived assets including intangible
assets with finite useful lives. The assessment of possible impairment is
based on our ability to recover the carrying value of the asset or groups of
assets from expected future cash flows (undiscounted and without interest
charges) estimated by management. If expected future cash flows are less than
the carrying value, an impairment loss is recognized to adjust the asset to
fair value as determined by expected discounted future cash flows.
(j) Product Warranties
Our warranty policy generally provides three months to
three years of coverage depending on the product. We record a liability for
estimated warranty obligations at the date products are sold. The estimated
cost of warranty coverage is based on our actual historical experience with
our current products or similar products. For new products, the required
reserve is based on historical experience of similar products until sufficient
historical data has been collected on the new product. Adjustments are made as
new information becomes available.
(k) Revenue and Cost Recognition
We manufacture proprietary products and other products.
Revenue from sales of products are generally recognized at the time title to
the goods and the benefits and risks of ownership passes to the customer which
is typically when products are shipped based on the terms of the customer
purchase agreement.
Revenue relating to long-term fixed price contracts is
recognized using the percentage of completion method. Under the percentage of
completion method, contract revenues and related costs are recognized based on
the percentage that costs incurred to date bear to total estimated costs.
Changes in job performance, estimated profitability and final contract
settlements may result in revisions to cost and revenue, and are recognized in
the period in which the revisions are determined. Contract costs include all
direct materials, subcontract and labor costs and other indirect costs.
Selling, general and administrative costs are charged to expense as incurred.
At the time a loss on a contract becomes known, the entire amount of the
estimated loss is accrued.
The aggregate of costs incurred and estimated earnings
recognized on uncompleted contracts in excess of related billings is shown as
a current asset, and billings on uncompleted contracts in excess of costs
incurred and estimated earnings is shown as a current liability.
(l) Government Grants
The Company recognizes government grants when it is probable
that the Company will comply with the conditions attached to the grant
arrangement and the grant will be received. Government grants are recognized in
the consolidated statements of operations on a systematic basis over the periods
in which the Company recognizes the related costs for which the government grant
is intended to compensate. Specifically, when government grants are related to
reimbursements for cost of revenues or operating expenses, the government grants
are recognized as a reduction of the related expense in the consolidated
statements of operations. For government grants related to reimbursements of
capital expenditures, the government grants are recognized as a reduction of the
basis of the asset and recognized in the consolidated statements of operations
over the estimated useful life of the depreciable asset as reduced depreciation
expense.
The Company records government grants receivable in the
consolidated balance sheets in accounts receivable.
(m) Income Taxes
The Company accounts for income taxes under the asset and
liability method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis and operating loss and tax credit carry-forwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The valuation of deferred
tax assets may be reduced if future realization is not assured. The effect of
a change in tax rates on deferred tax assets and liabilities is recognized in
income tax expense or benefit in the period that includes the enactment date.
The Company has unexpired net operating losses and research and development
credits carrying forward into current years that date from the tax year 1998
and 2001, respectively. As such, all federal tax returns from 1998 to the
present are subject to federal audit.
(n) Research and Development
Costs of researching and developing new technology, or
significantly altering existing technology, are expensed as incurred.
(o) Loss per Common Share
Basic earnings per share is computed by dividing income or
loss available to common stockholders by the weighted average number of common
shares outstanding during the periods presented. Diluted earnings per share is
computed by dividing income or loss available to common stockholders by all
outstanding and potentially dilutive shares during the periods presented,
unless the effect is antidilutive. At March 31, 2012, 2011 and 2010,
respectively, issued but not yet earned common shares of 167,680, 62,199, and
98,929 were being held in safekeeping by the Company. For the fiscal years
2012, 2011 and 2010, shares in the amount of zero, 8,794, and 26,260,
respectively, were potentially includable in the calculation of diluted loss
per share under the treasury stock method but were not included, because to do
so would be antidilutive. At March 31, 2012, 2011 and 2010, options to
purchase 3,254,905, 2,971,251 and 2,637,875 shares of common stock,
respectively, were outstanding. For the fiscal years ended March 31, 2012,
2011 and 2010, respectively, options for 3,201,569, 1,032,297, and 678,815
shares were not included in the computation of diluted loss per share because
the option exercise price was greater than the average market price of the
common stock. In-the-money options determined under the treasury stock method
to acquire 2,834 shares, 363,356 shares and 612,807 shares of common stock for
the fiscal years ended March 31, 2012, 2011 and 2010, respectively, were
potentially includable in the calculation of diluted loss per share but were
not included, because to do so would be antidilutive.
(p) Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could
differ from those estimates.
( 2) Stock Based Compensation
Stock Option Plans
As of March 31, 2012, we had 260,004 shares of common stock
available for future grant to employees, consultants and key suppliers under our
2002 Equity Incentive Plan ("Plan"). This Plan expired on April 2,
2012 by its terms. We adopted a new plan, the 2012 Equity Incentive Plan on
April 11, 2012 ("2012 Plan") and authorized 1,300,000 shares of common
stock which are available for future grant to employees, consultants and key
suppliers, subject to ratification by the Company's shareholders. The term of
the 2012 Plan is ten years. Under the 2012 Plan, the exercise price of each
option is set at the fair value of the common stock on the date of grant and the
maximum term of the option is ten years from the date of grant. Options granted
to employees generally vest ratably over a three-year period. The maximum number
of options that may be granted to an employee under the Plan in any calendar
year is 500,000 options. Forfeitures under the Plan are available for
re-issuance at any time prior to expiration of the Plan in 2022. Options granted
under the Plan to employees require the option holder to abide by certain
Company policies, which restrict their ability to sell the underlying common
stock. Prior to the adoption of the 2012 Plan, we issued stock options under our
2002 Equity Incentive Plan. Forfeitures under the 2002 Equity Incentive Plan may
not be re-issued.
Non-Employee Director Stock Option Plan
In February 1994, our Board of Directors ratified a Stock
Option Plan for Non-Employee Directors ("Directors Plan") pursuant to
which Directors may elect to receive stock options in lieu of cash compensation
for their services as directors. On November 2, 2011 the board of directors
approved an amendment to the Directors Plan increasing the number of common
stock available for future grant by 500,000 shares, subject to ratification by
the company's shareholders. As of March 31, 2012, we had 448,509 shares of
common stock available for future grant under the Directors Plan. Option terms
range from three to ten years from the date of grant. Option exercise prices are
equal to the fair value of the common shares on the date of grant. Options
granted under the plan generally vest immediately. Forfeitures under the
Directors Plan are available for re-issuance at a future date.
Stock Purchase Plan
We have established a Stock Purchase Plan under which
eligible employees may contribute up to 10 percent of their compensation to
purchase shares of our common stock at 85 percent of the fair market value at
specified dates. As of March 31, 2012 we had 455,621 shares of common stock
available for issuance under the Stock Purchase Plan. During the years ended
March 31, 2012, 2011 and 2010, respectively, 41,158, 9,828 and 61,362 shares of
common stock were issued under the Stock Purchase Plan. Cash received by us upon
the issuance of shares under the Stock Purchase Plan for the years ended March
31, 2012, 2011 and 2010, was $60,960, $22,495 and $106,613, respectively.
Stock Bonus Plan
We have a Stock Bonus Plan ("Stock Plan")
administered by the Board of Directors. As of March 31, 2012 there were 550,320
shares of common stock available for future grant under the Stock Plan. On May
9, 2012, the Board of Directors approved an amendment to the plan increasing the
number of shares available for future grant by 200,000 shares, subject to
ratification by the company's shareholders. Under the Stock Plan, shares of
common stock may be granted to employees, key consultants, and directors who are
not employees as additional compensation for services rendered. Vesting
requirements for grants under the Stock Plan, if any, are determined by the
Board of Directors at the time of grant. There were 213,398, 243,076, and zero
shares granted under the Stock Plan during the years ended March 31, 2012, 2011,
and 2010, respectively.
We use the straight-line attribution method to recognize
share-based compensation costs over the requisite service period of the award.
Options granted by us generally expire ten years from the grant date. Options
granted to existing and newly hired employees generally vest over a three-year
period from the date of the grant. The exercise price of options is equal to the
market price of our common stock (defined as the closing price reported by the
NYSE MKT) on the date of grant.
We use the Black-Scholes-Merton option pricing model for
estimating the fair value of stock option awards. Total share-based compensation
expense and the classification of these expenses for the last three fiscal years
were as follows:
|
|
|
|
|
|
|
Year Ended |
Year Ended |
Year Ended |
|
|
March 31, 2012 |
March 31, 2011 |
March 31, 2010 |
|
Cost of contract services |
$ 21,592 |
90,189 |
84,331 |
|
Cost of product sales |
98,807 |
105,714 |
76,809 |
|
Research and development |
1,110 |
15,892 |
29,606 |
|
Production engineering |
193,474 |
100,802 |
103,669 |
|
Selling, general and administrative |
617,919 |
922,031 |
365,978 |
|
|
$ 932,902 |
1,234,628 |
660,393 |
Share-based compensation capitalized in inventories was
insignificant as of March 31, 2012 and 2011.
We adjust share-based compensation on a quarterly basis for
changes to the estimate of expected equity award forfeitures based on actual
forfeiture experience. The effect of adjusting the forfeiture rate for all
expense amortization is recognized in the period the forfeiture estimate is
changed. The effect of forfeiture adjustments during the years ended March 31,
2012, 2011 and 2010 was insignificant.
All options granted under the Non-Employee Director Stock
Option Plan are vested. A summary of the status of non-vested shares under the
2002 Equity Incentive Plan as of March 31, 2012, 2011 and 2010, and changes
during the years ended March 31, 2012, 2011 and 2010 are presented below:
|
|
|
|
|
|
|
|
| |
Year Ended |
Year Ended |
Year Ended |
| |
March
31, 2012 |
March
31, 2011 |
March
31, 2010 |
| |
|
Weighted- |
|
Weighted- |
|
Weighted- |
| |
Shares |
Average |
Shares |
Average |
Shares |
Average |
| |
Under |
Grant Date |
Under |
Grant Date |
Under |
Grant Date |
| |
Option |
Fair Value |
Option |
Fair Value |
Option |
Fair Value |
|
Non-vested at April 1 |
475,934 |
$ 1.73 |
338,747 |
$ 1.93 |
283,454 |
$ 1.40 |
|
Granted |
- |
$ - |
- |
$ - |
- |
$ - |
|
Vested |
- |
$ - |
- |
$ - |
- |
$ - |
|
Forfeited |
(3,610 ) |
$ 1.79 |
(1,832 ) |
$ 1.61 |
- |
$ - |
|
Non-vested at June 30 |
472,324 |
$ 1.73 |
336,915 |
$ 1.94 |
283,454 |
$ 1.40 |
|
Granted |
389,588 |
$ 1.68 |
510,132 |
$ 1.37 |
- |
$ - |
|
Vested |
(149,126) |
$ 1.41 |
(297,594) |
$ 1.21 |
(128,471) |
$ 1.47 |
|
Forfeited |
(931 ) |
$ 1.61 |
- |
$ - |
(5,873 ) |
$ 1.58 |
|
Non-vested at September 30 |
711,855 |
$ 1.77 |
549,453 |
$ 1.80 |
149,110 |
$ 1.35 |
|
Granted |
25,000 |
$ 1.12 |
- |
$ - |
193,304 |
$ 2.38 |
|
Vested |
(64,435) |
$ 2.38 |
(64,435) |
$ 2.38 |
- |
$ - |
|
Forfeited |
(1,985 ) |
$ 1.61 |
(7,119 ) |
$ 1.58 |
- |
$ - |
|
Non-vested at December 31 |
670,435 |
$ 1.69 |
477,899 |
$ 1.73 |
342,414 |
$ 1.93 |
|
Granted |
- |
$ - |
- |
$ - |
- |
$ - |
|
Vested |
- |
$ - |
- |
$ - |
(3,667) |
$ 1.78 |
|
Forfeited |
(1,713 ) |
$ 1.61 |
(1,965 ) |
$ 1.45 |
- |
$ - |
|
Non-vested at March 31 |
668,722 |
$ 1.69 |
475,934 |
$ 1.73 |
338,747 |
$ 1.93 |
As of March 31, 2012, there was $660,870 of total
unrecognized compensation cost related to stock options granted under our
stock option plans. The unrecognized compensation cost is expected to be
recognized over a weighted average period of 23 months. The total fair value
of stock options that vested during the years ended March 31, 2012, 2011 and
2010 was $363,238, $512,720 and $194,945, respectively.
A summary of the non-vested shares under the Stock Bonus
Plan as of March 31, 2012, 2011 and 2010, and changes during the years ended
March 31, 2012, 2011 and 2010 are presented below:
| |
|
|
|
| |
Year Ended |
Year Ended |
Year Ended |
| |
March
31, 2012 |
March
31, 2011 |
March
31, 2010 |
| |
|
Weighted- |
|
Weighted- |
|
Weighted- |
| |
Shares |
Average |
Shares |
Average |
Shares |
Average |
| |
Under |
Grant Date |
Under |
Grant Date |
Under |
Grant Date |
| |
Contract |
Fair Value |
Contract |
Fair Value |
Contract |
Fair Value |
|
Non-vested at April 1 |
62,199 |
$ 2.50 |
98,929 |
$ 2.97 |
225,870 |
$ 3.08 |
|
Granted |
- |
$ - |
- |
$ - |
- |
$ - |
|
Vested |
- |
$ - |
- |
$ - |
- |
$ - |
|
Forfeited |
- |
$ - |
- |
$ - |
- |
$ - |
|
Non-vested at June 30 |
62,199 |
$ 2.50 |
98,929 |
$ 2.97 |
225,870 |
$ 3.08 |
|
Granted |
213,398 |
$ 2.34 |
235,173 |
$ 2.51 |
- |
$ - |
|
Vested |
(107,917) |
$ 2.28 |
(139,767) |
$ 2.57 |
(45,342) |
$ 3.20 |
|
Forfeited |
- |
$ - |
- |
$ - |
- |
$ - |
|
Non-vested at September 30 |
167,680 |
$ 2.44 |
194,335 |
$ 2.70 |
180,528 |
$ 3.05 |
|
Granted |
- |
$ - |
7,903 |
$ 1.92 |
- |
$ - |
|
Vested |
- |
$ - |
(140,039) |
$ 2.74 |
(81,599) |
$ 3.14 |
|
Forfeited |
- |
$ - |
- |
$ - |
- |
$ - |
|
Non-vested at December 31 |
167,680 |
$ 2.44 |
62,199 |
$ 2.50 |
98,929 |
$ 2.97 |
|
Granted |
- |
$ - |
- |
$ - |
- |
$ - |
|
Vested |
- |
$ - |
- |
$ - |
- |
$ - |
|
Forfeited |
- |
$ - |
- |
$ - |
- |
$ - |
|
Non-vested at March 31 |
167,680 |
$ 2.44 |
62,199 |
$ 2.50 |
98,929 |
$ 2.97 |
As of March 31, 2012 there was $288,786 of total
unrecognized compensation cost related to common stock granted under our Stock
Bonus Plan. The unrecognized compensation cost is expected to be recognized
over a weighted average period of 25 months. The total fair value of common
stock granted under the Stock Bonus Plan that vested during the years ended
March 31, 2012, 2011 and 2010 was $245,745, $743,454, and $401,384,
respectively.
During the years ended March 31, 2012, 2011 and 2010
options to acquire 569,710, 629,965, and 246,840 shares of common stock,
respectively, were granted under our 2002 Equity Incentive and Non-Employee
Director Stock Option Plans. The weighted average estimated values of employee
and director stock option grants, as well as the weighted average assumptions
that were used in calculating such values during the years ended March 31,
2012, 2011 and 2010, were based on estimates at the date of grant as follows:
|
|
|
|
|
|
|
|
|
Year Ended March 31, |
|
|
2012 |
|
2011 |
|
2010 |
|
Weighted average estimated |
|
|
|
|
|
|
fair value of grant |
$ 2.29 per option |
|
$ 1.33 per option |
|
$ 2.35 per option |
|
Expected life (in years) |
5.8 years |
|
4.1 years |
|
3.2 years |
|
Risk free interest rate |
2.59
% |
|
1.56
% |
|
2.18
% |
|
Expected volatility |
73.96 % |
|
73.46 % |
|
75.89 % |
|
Expected dividend yield |
0.0
% |
|
0.0
% |
|
0.0
% |
Expected volatility is based on historical volatility.
Options granted to members of the board of directors and executives with
option terms of less than ten years utilize the simplified calculation of
expected life described by SAB 107 because we do not have sufficient
historical experience for option grants with option terms of less than ten
years. The expected life of all other options granted is based on historical
experience.
Additional information with respect to stock option
activity during the year ended March 31, 2012 under our 2002 Equity Incentive
Plan is as follows:
| |
|
|
|
|
| |
|
|
Weighted |
|
| |
|
Weighted |
Average |
|
| |
Shares |
Average |
Remaining |
Aggregate |
| |
Under |
Exercise |
Contractual |
Intrinsic |
| |
Option |
Price |
Life |
Value |
|
|
|
|
|
|
|
Outstanding at April 1, 2011 |
2,630,491 |
$ 3.00 |
3.7 years |
$ 959,001 |
|
Granted |
- |
$ - |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
(6,309 ) |
$ 3.08 |
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2011 |
2,624,182 |
$ 3.00 |
3.5 years |
$ 39,661 |
|
Granted |
389,588 |
$ 2.40 |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
(35,931 ) |
$ 3.54 |
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2011 |
2,977,839 |
$ 2.92 |
4.1 years |
$ - |
|
Granted |
25,000 |
$ 2.10 |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
(1,985 ) |
$ 2.40 |
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2011 |
3,000,854 |
$ 2.91 |
3.9 years |
$ - |
|
Granted |
- |
$ - |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
(218,398 ) |
$ 4.14 |
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2012 |
2,782,456 |
$ 2.81 |
4.0 years |
$ - |
|
|
|
|
|
|
|
Exercisable at March 31, 2012 |
2,113,734 |
$ 2.87 |
2.7 years |
$ - |
|
|
|
|
|
|
|
Vested and expected to vest at March 31, 2012 |
2,755,229 |
$ 2.82 |
3.9 years |
$ - |
Additional information with respect to stock option
activity during the year ended March 31, 2011 under our 2002 Equity Incentive
Plan is as follows:
| |
|
|
|
|
| |
|
|
Weighted |
|
| |
|
Weighted |
Average |
|
| |
Shares |
Average |
Remaining |
Aggregate |
| |
Under |
Exercise |
Contractual |
Intrinsic |
| |
Option |
Price |
Life |
Value |
|
|
|
|
|
|
|
Outstanding at April 1, 2010 |
2,377,075 |
$ 3.45 |
3.9 years |
$ 2,509,155 |
|
Granted |
- |
$ - |
|
|
|
Exercised |
(1,000) |
$ 3.57 |
|
$ 600 |
|
Forfeited |
(3,166 ) |
$ 3.57 |
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2010 |
2,372,909 |
$ 3.45 |
3.7 years |
$ 1,264,435 |
|
Granted |
510,132 |
$ 2.52 |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
(6,334 ) |
$ 3.59 |
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2010 |
2,876,707 |
$ 3.28 |
4.0 years |
$ 328,687 |
|
Granted |
- |
$ - |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
(7,119) |
$ 2.37 |
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2010 |
2,869,588 |
$ 3.29 |
3.7 years |
$ 74,736 |
|
Granted |
- |
$ - |
|
|
|
Exercised |
(30,966) |
$ 2.12 |
|
$ 35,590 |
|
Forfeited |
(208,131 ) |
$ 7.07 |
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2011 |
2,630,491 |
$ 3.00 |
3.7 years |
$ 959,001 |
|
|
|
|
|
|
|
Exercisable at March 31, 2011 |
2,154,557 |
$ 2.99 |
3.2 years |
$ 759,243 |
|
|
|
|
|
|
|
Vested and expected to vest at March 31, 2011 |
2,612,913 |
$ 3.00 |
3.7 years |
$ 950,395 |
Additional information with respect to stock option
activity during the year ended March 31, 2010 under our 2002 Equity Incentive
Plan is as follows:
| |
|
|
|
|
| |
|
|
Weighted |
|
| |
|
Weighted |
Average |
|
| |
Shares |
Average |
Remaining |
Aggregate |
| |
Under |
Exercise |
Contractual |
Intrinsic |
| |
Option |
Price |
Life |
Value |
|
|
|
|
|
|
|
Outstanding at April 1, 2009 |
2,740,815 |
$ 3.66 |
4.7 years |
$ - |
|
Granted |
- |
$ - |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
- |
$ - |
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2009 |
2,740,815 |
$ 3.66 |
4.4 years |
$ 341,705 |
|
Granted |
- |
$ - |
|
|
|
Exercised |
(254,094) |
$ 2.71 |
|
$ 535,449 |
|
Forfeited |
(5,873 ) |
$ 2.66 |
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2009 |
2,480,848 |
$ 3.76 |
4.0 years |
$ 5,803,280 |
|
Granted |
193,304 |
$ 4.73 |
|
|
|
Exercised |
(79,009) |
$ 3.55 |
|
$ 722,353 |
|
Forfeited |
(667 ) |
$ 3.57 |
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2009 |
2,594,476 |
$ 3.84 |
3.9 years |
$ 8,237,679 |
|
Granted |
- |
$ - |
|
|
|
Exercised |
(21,444) |
$ 2.39 |
|
$ - |
|
Forfeited |
(195,957 ) |
$ 8.75 |
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2010 |
2,377,075 |
$ 3.45 |
3.9 years |
$ 2,509,155 |
|
|
|
|
|
|
|
Exercisable at March 31, 2010 |
2,038,328 |
$ 3.40 |
3.7 years |
$ 2,257,051 |
|
|
|
|
|
|
|
Vested and expected to vest at March 31, 2010 |
2,362,503 |
$ 3.40 |
3.9 years |
$ 2,494,713 |
Additional information with respect to stock option
activity during the year ended March 31, 2012 under our non-employee director
stock option plan is as follows:
|
|
|
|
|
|
| |
|
|
Weighted |
|
| |
|
Weighted |
Average |
|
| |
Shares |
Average |
Remaining |
Aggregate |
| |
Under |
Exercise |
Contractual |
Intrinsic |
| |
Option |
Price |
Life |
Value |
| |
|
|
|
|
|
Outstanding at April 1, 2011 |
329,786 |
$ 2.86 |
3.1 years |
$ 129,642 |
|
Granted |
- |
$ - |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
- |
$ - |
|
|
| |
|
|
|
|
|
Outstanding at June 30, 2011 |
329,786 |
$ 2.86 |
2.9 years |
$ 9,734 |
|
Granted |
155,122 |
$ 2.04 |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
(25,996 ) |
$ 2.33 |
|
|
| |
|
|
|
|
|
Outstanding at September 30, 2011 |
458,912 |
$ 2.61 |
3.7 years |
$ - |
|
Granted |
- |
$ - |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
(13,158 ) |
$ 3.40 |
|
|
| |
|
|
|
|
|
Outstanding at December 31, 2011 |
445,754 |
$ 2.59 |
3.6 years |
$ - |
|
Granted |
- |
$ - |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
- |
$ - |
|
|
| |
|
|
|
|
|
Outstanding at March 31, 2012 |
445,754 |
$ 2.59 |
3.3 years |
$ - |
| |
|
|
|
|
|
Exercisable at March 31, 2012 |
445,754 |
$ 2.59 |
3.3 years |
$ - |
| |
|
|
|
|
|
Vested and expected to vest at March 31, 2012 |
445,754 |
$ 2.59 |
3.3 years |
$ - |
Additional information with respect to stock option
activity during the year ended March 31, 2011 under our non-employee director
stock option plan is as follows:
|
|
|
|
|
|
| |
|
|
Weighted |
|
| |
|
Weighted |
Average |
|
| |
Shares |
Average |
Remaining |
Aggregate |
| |
Under |
Exercise |
Contractual |
Intrinsic |
| |
Option |
Price |
Life |
Value |
|
|
|
|
|
|
|
Outstanding at April 1, 2010 |
256,653 |
$ 3.15 |
2.6 years |
$ 303,651 |
|
Granted |
- |
$ - |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
(977 ) |
$ 7.63 |
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2010 |
255,676 |
$ 3.13 |
2.4 years |
$ 143,003 |
|
Granted |
100,136 |
$ 2.63 |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
(24,039 ) |
$ 3.57 |
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2010 |
331,773 |
$ 2.96 |
3.3 years |
$ 45,771 |
|
Granted |
19,697 |
$ 1.92 |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
(21,684 ) |
$ 3.40 |
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2010 |
329,786 |
$ 2.86 |
3.4 years |
$ 14,384 |
|
Granted |
- |
$ - |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
- |
$ - |
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2011 |
329,786 |
$ 2.86 |
3.1 years |
$ 129,642 |
|
|
|
|
|
|
|
Exercisable at March 31, 2011 |
329,786 |
$ 2.86 |
3.1 years |
$ 129,642 |
|
|
|
|
|
|
|
Vested and expected to vest at March 31, 2011 |
329,786 |
$ 2.86 |
3.1 years |
$ 129,642 |
Additional information with respect to stock option
activity during the year ended March 31, 2010 under our non-employee director
stock option plan is as follows:
| |
|
|
|
|
| |
|
|
Weighted |
|
| |
|
Weighted |
Average |
|
| |
Shares |
Average |
Remaining |
Aggregate |
| |
Under |
Exercise |
Contractual |
Intrinsic |
| |
Option |
Price |
Life |
Value |
| |
|
|
|
|
|
Outstanding at April 1, 2009 |
222,919 |
$ 2.77 |
2.7 years |
$ - |
|
Granted |
- |
$ - |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
- |
$ - |
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2009 |
222,919 |
$ 2.77 |
2.5 years |
$ 48,096 |
|
Granted |
- |
$ - |
|
|
|
Exercised |
(19,802) |
$ 3.20 |
|
$ 13,861 |
|
Forfeited |
- |
$ - |
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2009 |
203,117 |
$ 2.73 |
2.5 years |
$ 614,947 |
|
Granted |
53,536 |
$ 4.73 |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
- |
$ - |
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2009 |
256,653 |
$ 3.15 |
2.9 years |
$ 950,797 |
|
Granted |
- |
$ - |
|
|
|
Exercised |
- |
$ - |
|
$ - |
|
Forfeited |
- |
$ - |
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2010 |
256,653 |
$ 3.15 |
2.6 years |
$ 303,651 |
|
|
|
|
|
|
|
Exercisable at March 31, 2010 |
256,653 |
$ 3.15 |
2.6 years |
$ 303,651 |
|
|
|
|
|
|
|
Vested and expected to vest at March 31, 2010 |
256,653 |
$ 3.15 |
2.6 years |
$ 303,651 |
Cash received by us upon the exercise of stock options for
the years ended March 31, 2012, 2011 and 2010 was zero, $69,116 and
$1,084,863, respectively. The source of shares of common stock issuable upon
the exercise of stock options is from authorized and previously unissued
common shares.
( 3) Costs and Estimated Earnings in
Excess of Billings on Uncompleted Contracts and Billings in Excess of Costs and Estimated
Earnings on Uncompleted Contracts
At March 31, 2012, the estimated period to complete
contracts in process ranged from one to ten months, and we expect to collect
substantially all related accounts receivable arising therefrom within sixty
days of billing.
The following summarizes contracts in process:
| |
|
|
| |
March 31, 2012 |
March 31, 2011 |
|
|
|
|
|
Costs incurred on uncompleted contracts |
$ 1,206,786 |
$ 4,105,858 |
|
Estimated earnings |
380,713 |
424,184 |
|
|
1,587,499 |
4,530,042 |
|
Less billings to date |
(1,516,324) |
(4,418,993) |
| |
$ 71,175 |
$ 111,049 |
| |
|
|
|
Included in the accompanying balance sheets as follows: |
|
|
| |
Costs and estimated earnings in excess of billings on |
|
|
| |
uncompleted contracts |
$ 78,376 |
$ 126,775 |
|
|
Billings in excess of costs and estimated earnings on |
|
|
| |
uncompleted contracts |
(7,201 ) |
(15,726 ) |
|
|
$ 71,175 |
$ 111,049 |
( 4) Inventories
Inventories consist of:
|
|
|
|
| |
March 31, 2012 |
March 31, 2011 |
|
|
|
|
|
Raw materials |
$ 7,189,930 |
$ 1,769,614 |
|
Work-in-process |
710,603 |
388,647 |
|
Finished products |
2,663,615 |
55,180 |
| |
$ 10,564,148 |
$ 2,213,441 |
Our raw material inventory is subject to obsolescence and
potential impairment due to bulk purchases in excess of customers'
requirements. We periodically assess our inventory for recovery of its carrying
value based on available information, expectations and estimates, and adjust
inventory carrying-value to the lower of cost or market for estimated declines
in the realizable value. For the fiscal years ended March 31, 2012, 2011 and
2010, we impaired obsolete inventory with a carrying value of $10,169, $10,160
and $26,714, respectively.
( 5) Government Grants
We have a $45,145,534 grant (the "Grant") with the
DOE under the American Recovery and Reinvestment Act. The Grant provides funds
to facilitate the manufacture and deployment of electric drive vehicles,
batteries and electric drive vehicle components in the United States. Pursuant
to the terms of the Agreement, the DOE will reimburse us for 50 percent of
qualifying costs for the purchase of facilities, tooling and manufacturing
equipment, and for engineering related to product qualification and testing of
our electric propulsion systems and other products. The period of the Grant is
through January 12, 2015.
We recognize government grants when it is probable that the
Company will comply with the conditions attached to the grant arrangement and
the grant will be received.
Funding for qualifying project costs incurred is initially limited to $32.0
million until we provide the DOE with an updated total estimated cost of the
project along with evidence of firm commitments for our 50 percent share of the total estimated cost of the project no later than July 12, 2013. If all such
funds have not been secured, we must submit, by such date, a funding plan to obtain the remainder of such funds,
which is acceptable to the DOE. In the event we do not satisfy the foregoing contingency, the Grant
may be terminated. In addition, the Grant may be terminated at any time at the
convenience of the government.
The Grant is also subject to our compliance with certain
reporting requirements. The American Recovery and Reinvestment Act imposes
minimum construction wages and labor standards for projects funded by the Grant.
If we dispose of assets acquired using Grant funding, we may
be required to reimburse the DOE upon such sale date if the fair value of the
asset on the date of disposition exceeds $5,000. The amount of any such
reimbursement shall be equal to 50 percent of the fair value of the asset on the
date of disposition.
While UQM has exclusive patent ownership rights for any
technology developed with Grant funds, we are required to grant the DOE a
non-exclusive, non-transferable, paid-up license to use such technology.
In the fiscal year ended March 31, 2011, we recognized
reimbursements of $1,546,446 for certain engineering costs incurred from August
5, 2009, through March 31, 2010 upon the satisfaction of certain conditions
contained in the Grant.
At March 31, 2012 we had received reimbursements from the DOE
under the American Recovery and Reinvestment Act totaling $16,464,981 and had
grant funds receivable of $280,674.
The application of grant funds to eligible capital asset
purchases under the DOE Grant as of March 31, 2012 and 2011 are as follows:
| |
|
| |
March
31,
2012 |
| |
Purchase Cost |
Grant Funding |
Recorded Value |
|
Land |
$ 896,388 |
448,194 |
448,194 |
|
Building |
9,865,371 |
4,932,685 |
4,932,686 |
|
Machinery and Equipment |
7,163,597 |
3,581,799 |
3,581,798 |
|
|
$ 17,925,356 |
8,962,678 |
8,962,678 |
| |
|
| |
March
31,
2011 |
| |
Purchase Cost |
Grant Funding |
Recorded Value |
|
Land |
$ 896,388 |
448,194 |
448,194 |
|
Building |
9,611,560 |
4,805,780 |
4,805,780 |
|
Machinery and Equipment |
5,437,965 |
2,718,982 |
2,718,983 |
|
|
$ 15,945,913 |
7,972,956 |
7,972,957 |
|
|
|
|
|
( 6) Impairment of Long-Lived Assets
During the fiscal year ended March 31, 2012, 2011 and 2010,
we recorded total impairment charges of $27,845, zero and zero, respectively
for the impairment of long-lived assets.
Impairments for the fiscal year ended March 31, 2012
consist solely of capitalized costs, principally legal fees, associated with
the preparation and filing of patent applications that were subsequently
abandoned. Because no patents were issued, none of these patent application
costs were amortized prior to their impairment.
( 7) Patents and Trademarks
Patents owned by the Company, had a gross carrying amount
of $1,039,095 and $1,045,699, accumulated amortization of $816,259 and
$781,608, and a net carrying amount of $222,836 and $264,091, at March 31,
2012 and 2011, respectively. Trademarks owned by the Company had a gross
carrying amount of $173,587 and $173,587, accumulated amortization of $59,743 and $55,256, and a net
carrying value of $113,844 and $118,331 at March 31, 2012 and 2011,
respectively. Amortization expense for the years ended March 31, 2012, 2011
and 2010, was $39,137, $47,539, and $55,730, respectively. Patents and
trademarks are amortized on a straight-line basis over the estimated useful
life of the asset, typically 17 years for patents, and 40 years for
trademarks.
Estimated future amortization of these intangible assets by
fiscal year is as follows:
| |
|
|
| |
Patents |
Trademarks |
|
2013 |
$ 35,022 |
4,487 |
|
2014 |
32,489 |
4,487 |
|
2015 |
23,766 |
4,487 |
|
2016 |
18,801 |
4,487 |
|
2017 |
18,801 |
4,487 |
|
Thereafter |
93,957 |
91,409 |
|
|
$ 222,836 |
113,844 |
( 8) Other Current Liabilities
Other current liabilities consist of:
|
|
|
|
|
|
March 31, 2012 |
March 31, 2011 |
| |
|
|
|
Accrued payroll and employee benefits |
$ 206,919 |
193,670 |
|
Accrued personal property and real estate taxes |
229,470 |
223,714 |
|
Accrued warranty costs |
154,978 |
89,463 |
|
Unearned revenue |
1,705,715 |
219,751 |
|
Accrued royalties |
31,493 |
71,398 |
|
Construction retainage |
- |
97,756 |
|
Other |
526 |
7,954 |
| |
$ 2,329,101 |
903,706 |
Under the terms of the Supply Agreement with CODA, as
amended, we are reimbursed by CODA for magnet purchase costs above a baseline
amount specified in the Agreement. Magnet purchase costs above the baseline
amount are recorded as unearned revenue at the time of payment to the vendor.
Unearned revenue also includes payments from customers in advance of shipment
of the purchased product.
( 9) Income Taxes
Income tax benefit attributable to loss from operations
differed from the amounts computed by applying the U.S. federal income tax
rate of 34 percent as a result of the following:
| |
|
|
|
| |
Year Ended |
Year Ended |
Year Ended |
|
|
March 31, 2012 |
March 31, 2011 |
March 31, 2010 |
| |
|
|
|
|
Computed "expected" tax benefit |
$(1,675,697) |
(677,402) |
(1,407,897) |
|
Increase (decrease) in taxes resulting from: |
|
|
|
| |
Adjustment of expiring net operating loss |
|
|
|
| |
carry-forwards |
382,741 |
1,035,833 |
447,958 |
| |
Increase (decrease) in valuation allowance for |
|
|
|
| |
net deferred tax assets |
1,222,257 |
(530,092) |
812,511 |
| |
Other, net |
70,699 |
171,661 |
147,428 |
| |
|
|
|
|
Income tax benefit |
$ - |
- |
- |
The tax effects of temporary differences that give rise to
significant portions of the net deferred tax asset are presented below:
| |
|
|
| |
March 31, 2012 |
March 31, 2011 |
| |
|
|
|
Deferred tax assets: |
|
|
| |
Research and development credit carry-forwards |
$ 4,073 |
48,517 |
| |
Net operating loss carry-forwards |
21,182,834 |
19,785,422 |
| |
Deferred compensation |
275,156 |
505,919 |
| |
Property and equipment |
294,626 |
284,071 |
| |
Intangible assets |
55,067 |
41,413 |
| |
Stock compensation |
722,039 |
875,329 |
| |
Other |
382,452 |
153,319 |
| |
|
|
Total deferred tax assets |
22,916,247 |
21,693,990 |
| |
|
|
|
|
Deferred tax liabilities: |
|
|
| |
Intangible assets |
- |
- |
| |
|
|
Total deferred tax liabilities |
- |
- |
| |
|
|
|
| |
|
|
Net deferred tax assets |
22,916,247 |
21,693,990 |
| |
|
|
|
| |
|
|
|
| |
Less valuation allowance |
(22,916,247) |
(21,693,990) |
| |
|
|
|
| |
|
|
Net deferred tax assets, net of valuation allowance |
$ - |
- |
| |
|
|
|
As of March 31, 2012, we had net operating loss
carry-forwards (NOL) of approximately $62.4 million for U.S. income tax purposes
that expire in varying amounts through 2032. Approximately $5.3 million of the
net operating loss carry-forwards are attributable to stock options, the benefit
of which will be credited to additional paid-in capital if realized. However,
due to the provisions of Section 382 of the Internal Revenue Code, the
utilization of a portion of these NOLs may be limited. Future ownership changes
under Section 382 could occur that would result in additional Section 382
limitations, which could further restrict the use of NOLs. In addition, any
Section 382 limitation could reduce our ability for utilization to zero if we
fail to satisfy the continuity of business enterprise requirement for the
two-year period following an ownership change.
The valuation allowance for deferred tax assets of $22.9
million and $21.7 million at March 31, 2012 and 2011, respectively, relates
principally to the uncertainty of the utilization of certain deferred tax
assets, primarily net operating loss carry forwards in various tax
jurisdictions. The Company continually assesses both positive and negative
evidence to determine whether it is more-likely-than-not that the deferred tax
assets can be realized prior to their expiration. Based on the Company's assessment it has
determined the deferred tax assets are not currently realizable.
We have not recorded any potential liability for uncertain
tax positions taken on our tax returns.
We may, from time to time, be assessed interest or penalties
by major tax jurisdictions, although any such assessments historically have been
minimal and immaterial to our financial results. Penalties are recorded in
selling, general and administrative expenses and interest paid or received is
recorded in interest expense or interest income, respectively, in the
consolidated statements of operations.
(10) Stockholders' Equity
In the fiscal year ended March 31, 2010 we completed a
follow-on offering of 8,625,000 shares of our common stock. Cash proceeds, net
of offering costs, were $31,664,373.
(11) Significant Customers
We have historically derived significant revenue from a few
key customers. Revenue from CODA totaled $4,313,728, $1,301,224 and $573,250
for the fiscal years ended March 31, 2012, 2011 and 2010, respectively, which
was 43 percent, 14 percent, 7 percent of consolidated total revenue,
respectively.
Trade accounts receivable from CODA were 61 percent and 16
percent of consolidated total accounts receivable as of March 31, 2012 and
2011, respectively. Inventories consisting of raw materials, work-in-progress
and finished goods for this customer totaled $8,048,999 and $832,320 as of
March 31, 2012 and 2011.
Revenue derived from contracts with agencies of the U.S.
Government and from subcontracts with U.S. Government prime contractors
totaled $684,489, $1,112,307, and $2,488,321 for the years ended March 31,
2012, 2011 and 2010, respectively, which was 7 percent, 12 percent, and 29
percent of total consolidated revenue, respectively. Accounts receivable from
government-funded contracts represented 9 percent and 49 percent of total
accounts receivable as of March 31, 2012 and 2011, respectively. Of these
amounts, revenue derived from subcontracts with AM General LLC totaled
$55,724, $792,508, and $1,807,063 which represented 1 percent, 9 percent, and
21 percent of our consolidated total revenue for the fiscal years ended March
31, 2012, 2011 and 2010, respectively. This customer also represented 2
percent and nil of total accounts receivable at March 31, 2012 and 2011,
respectively. Inventories consisting of raw materials, work-in-process and
finished goods for AM General LLC totaled zero at both March 31, 2012 and
2011.
(12) Fair Value of Financial Instruments
The following methods and assumptions were used to estimate
the fair value of each class of financial instruments:
Cash and cash equivalents, certificates of deposit,
accounts receivable and accounts payable:
The carrying amounts approximate fair value because of the
short maturity of these instruments.
Investments:
The carrying value of these instruments is the amortized
cost of the investments which approximates fair value. See Note 1(d).
(13) Fair Value Measurements
Liabilities measured at fair value on a recurring basis as
of March 31, 2012 are summarized below:
| |
|
| |
Fair Value Measurements at Reporting Date Using |
| |
|
Quoted Prices |
|
|
| |
|
In Active |
Significant |
|
| |
|
Markets |
Other |
Significant |
| |
|
For Identical |
Observable |
Unobservable |
| |
|
Liabilities |
Inputs |
Inputs |
| |
Total |
(Level
1) |
(Level 2) |
(Level 3) |
|
Deferred Compensation under |
|
|
|
|
| |
executive employment agreements (1) |
$ 715,107 |
- |
- |
$ 715,107 |
| |
|
|
|
|
|
Note (1) $152,007 included in current liabilities and $563,100
included in long term liabilities on our consolidated balance sheet as
of March 31, 2012.
|
Liabilities measured at fair value on a recurring basis as
of March 31, 2011 are summarized below:
| |
|
| |
Fair Value Measurements at Reporting Date Using |
| |
|
Quoted Prices |
|
|
| |
|
In Active |
Significant |
|
| |
|
Markets |
Other |
Significant |
| |
|
For Identical |
Observable |
Unobservable |
| |
|
Liabilities |
Inputs |
Inputs |
| |
Total |
(Level
1) |
(Level 2) |
(Level 3) |
|
Deferred Compensation under |
|
|
|
|
| |
executive employment agreements (1) |
$ 1,316,372 |
- |
- |
1,316,372 |
| |
|
|
|
|
|
|
Note (1) $739,200 included in current liabilities and $577,172
included in long term liabilities on our consolidated balance sheet as of
March 31, 2011. |
Deferred compensation under executive employment agreements
represents the future compensation potentially payable under the retirement
and voluntary termination provisions of executive employment agreements (see
also note 16). The value of the Level 3 liability in the foregoing table was
determined under the income approach, using inputs that are both unobservable
and significant to the value of the obligation including changes in the
Company's credit worthiness and changes in interest rates.
A summary of the liability measured at fair value on a
recurring basis using significant unobservable inputs (Level 3) follows:
| |
|
| |
Fair Value Measurements Using
Significant |
| |
Unobservable Inputs |
| |
(Level 3) for the |
| |
Fiscal
Year
Ended |
| |
March 31, 2012 |
March 31, 2011 |
| |
Deferred |
Deferred |
| |
Compensation |
Compensation |
| |
On Executive |
On Executive |
| |
Employment |
Employment |
| |
Agreements |
Agreements |
|
Balance at beginning of fiscal year |
$ 1,316,372 |
$ 1,155,416 |
| |
Transfers into Level 3 |
- |
- |
| |
Transfers out of Level 3 |
- |
- |
| |
Total gains or losses (realized and unrealized): |
|
|
| |
|
Included in earnings |
137,935 |
160,956 |
| |
|
Included in other comprehensive income |
- |
- |
| |
Settlements |
(739,200 ) |
- |
|
Balance at the end of fiscal year |
$ 715,107 |
$ 1,316,372 |
| |
|
|
|
Loss for the period included in earnings attributable |
|
|
|
|
to the Level 3 liability still held at the end of the
period |
$ 137,935 |
$ 160,956 |
(14) 401(k) Employee Benefit Plan
We have established a 401(k) Savings Plan ("401K
Plan") under which eligible employees may contribute up to 15 percent of
their compensation. Employees over the age of 18 are eligible immediately upon
hire to participate in the 401K Plan. At the direction of the participants,
contributions are invested in several investment options offered by the 401K
Plan. We currently match 33 percent of participants' contributions, subject
to certain limitations. These matching contributions vest ratably over a
three-year period. Matching contributions to the 401K Plan were $135,825,
$96,074, and $84,262, for the years ended March 31, 2012, 2011, and 2010,
respectively.
(15) Segments
Effective April 1, 2011 the Company merged its wholly-owned
subsidiary UQM Power Products, Inc. into UQM Technologies, Inc. As a result of
this merger the operations of each of these entities are no longer managed or
reported upon to management separately, and accordingly, the Company is no
longer presenting segment information in its financial statements.
Last fiscal year we had two reportable segments: technology
and power products. These reportable segments were strategic business units
that offered different products and services. They were managed separately
because each business required different business strategies. The technology
segment encompassed our technology-based operations including core research to
advance our technology, application and production engineering and product
development and job shop production of prototype components. The power
products segment encompassed the manufacture and sale of motors and electronic
controllers. Salaries of the executive officers and corporate general and
administrative expense were allocated to each segment annually based on
factors established at the beginning of the fiscal year. The percentages
allocated to the technology segment and power products segment for the fiscal
years ended March 31, 2011 and March 31, 2010 were 76 percent and 24 percent,
and 82 percent and 18 percent, in each year.
Intersegment sales or transfers, which were eliminated upon
consolidation, were $767,935 and $522,925 for the two years ended March 31,
2011 and 2010, respectively.
The Company leased office, production and laboratory space
in a building owned by a wholly-owned subsidiary of the Company. During the
fiscal years ended March 31, 2011 and 2010, this wholly-owned subsidiary's
operations were included as part of the former Power Products segment.
Intercompany lease payments were based on a negotiated rate for the square
footage occupied and were $298,593 and $183,600 for the years ended March 31,
2011 and 2010, respectively, and were eliminated upon consolidation.
The following table summarizes significant financial
statement information after deducting intersegment eliminations of each of the
reportable segments as of and for the year ended March 31, 2011:
| |
|
|
|
|
| |
|
|
Power |
|
| |
|
Technology |
Products |
Total |
| |
|
|
|
|
|
Revenue |
$ |
5,884,486 |
3,136,816 |
9,021,302 |
|
Interest income |
$ |
89,343 |
1,999 |
91,342 |
|
Interest expense |
$ |
- |
- |
- |
|
Depreciation and amortization |
$ |
(462,312) |
(402,260) |
(864,572) |
|
Impairment of inventories |
$ |
(3,924) |
(6,236) |
(10,160) |
|
Segment loss |
$ |
(1,015,085) |
(977,273) |
(1,992,358) |
|
Total assets |
$ |
29,474,989 |
12,328,931 |
41,803,920 |
|
Expenditures for long-lived segment assets |
$ |
(1,297,816) |
(6,099,992) |
(7,397,808) |
| |
|
|
|
|
The following table summarizes significant financial
statement information after deducting intersegment eliminations of each of the
reportable segments as of and for the year ended March 31, 2010:
| |
|
|
|
|
| |
|
|
Power |
|
| |
|
Technology |
Products |
Total |
| |
|
|
|
|
|
Revenue |
$ |
6,236,177 |
2,455,776 |
8,691,953 |
|
Interest income |
$ |
62,141 |
2,775 |
64,916 |
|
Interest expense |
$ |
- |
(15,697) |
(15,697) |
|
Depreciation and amortization |
$ |
(389,725) |
(213,370) |
(603,095) |
|
Impairment of inventories |
$ |
(26,714) |
- |
(26,714) |
|
Segment loss |
$ |
(3,681,599) |
(459,273) |
(4,140,872) |
|
Total assets |
$ |
34,214,998 |
8,467,575 |
42,682,573 |
|
Expenditures for long-lived segment assets |
$ |
(718,040) |
(8,530,736) |
(9,248,776) |
| |
|
|
|
|
(16) Commitments and Contingencies
Employment Agreements
The Company has entered into employment agreements with
Messrs. Ridenour, French, Burton, Lutz and Schaffer. Subsequent to the end of
the fiscal year, on May 1, 2012 the Company entered into an employment
agreement with Joseph Mitchell, who succeeded Mr. Burton who left the Company.
Mr. Ridenour has agreed to serve in his present capacity for a five year term
expiring on August 31, 2015. Messrs. French, and Lutz have agreed to serve in
their present capacity for a term expiring on August 22, 2012. Mr. Schaffer
has agreed to serve in his present capacity for a three year term expiring on
November 30, 2014. Mr. Mitchell has agreed to serve as Vice president of
Operations for a three year term expiring May 31, 2015. Pursuant to the
employment agreements, Messrs. Ridenour, French, Lutz, Schaffer and Mitchell
shall receive an annual base salary of $425,000, $255,000, $199,000, $200,000
and $200,000, respectively. Each executive also receives an
automobile allowance and may receive bonuses, stock awards and stock options.
In accordance with the terms of Mr. Burton's employment
agreement dated August 13, 2010, upon Mr. Burton's leaving the employ of the
Company, he received a severance payment of $152,007, representing one months'
pay for each year of service with the Company and his employment agreement was
terminated.
Mr. Ridenour's employment agreement provides that if
employment is terminated by the Company or the executive without cause during
or after the term of the agreement, Mr. Ridenour shall receive the greater of
one year base pay or two months of base pay for each year of service as an
officer. If Mr. Ridenour voluntarily terminates his employment and provides at
least six months' notice, he shall receive six month's base pay. If the
executive does not provide at least six months' notice, he shall receive two
months base salary, unless the Company is in default under the agreement,
which shall be considered termination by the Company without cause. If the
executive provides at least six months' notice of his voluntary retirement
after attaining 60 years of age, executive shall receive a total payment
consisting of two months base pay for each year of service as an officer up to
a maximum total payment of 24 months base pay.
Mr. French's employment agreement provides that if
employment is terminated by the Company or the executive without cause during
or after the term of the agreement upon attaining twenty years of service as
an officer, or upon retirement after attaining age 62 1/2, the officer shall
receive 24 months base salary. If the officer voluntarily terminates his
employment after attaining twenty years of service as an officer and provides
at least six months' notice, he shall receive one month of base pay for each
year of service as an officer up to a maximum payment of 24 months base pay.
If the executive has less than twenty years of service or does not provide at
least six months' notice, he shall receive three months base salary, unless
the Company is in default under the Agreement, which shall be considered
termination by the Company without cause.
Messrs. Lutz, Schaffer and Mitchell's employment
agreements provide that if employment is terminated by the Company or the
executive without cause during or after the term of the agreement, the officer
shall receive the greater of six months base pay or one month of base pay for
each year of service as an officer. If the officer voluntarily terminates his
employment and provides at least six months' notice, he shall receive six
months base pay. If the executive does not provide at least six months'
notice, he shall receive two months base salary, unless the Company is in
default under the Agreement, which shall be considered termination by the
Company without cause. If the Executive provides at least six months' notice
of his voluntary retirement after attaining 62 1/2 years of age, executive
shall receive a total payment consisting of one month of base pay for each
year of service as an officer plus six months of base pay, up to a maximum
total payment of 24 months base pay.
Messrs. Ridenour, French, Lutz, Schaffer and Mitchell's
employment agreements provide that upon termination by the Company following a
hostile change of control of the Company, the officer shall receive twice the
payment due on a termination by the Company. If an officer dies during
employment, his estate shall receive three months base pay. If the officer
elects to retire at 60 years of age in the case of Mr. Ridenour, or in the
cases of Messrs. French, Lutz Schaffer and Mitchell at 62 1/2 years of age, or
upon attaining 20 years of service with the Company, the officer shall be entitled to continue to participate in the Company's
group health insurance plan (at the same cost as employees) until attaining
age 65.
The employment agreements further provide that the Company
shall maintain at its expense, life insurance coverage on Messrs. Ridenour,
French, Lutz, Schaffer and Mitchell payable to their designees in an amount
equal to three times the annual compensation payable to each executive.
The aggregate future base salary payable to Messrs.
Ridenour, French, Burton, Lutz, and Schaffer under their employment agreements
over their remaining terms is $2,203,083. Future payments under Mr. Mitchell's
employment agreement are not included because he will not join the Company
until June 1, 2012. The Company has recorded a liability of $715,107
representing the potential future compensation payable to these executive
officers under the retirement and voluntary termination provisions of their
employment agreements.
Lease Commitments
At March 31, 2012 there were no operating leases.
Rental expense for the years ended March 31, 2012, 2011 and
2010, respectively, was zero, $30,938 and $62,827.
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.
(17) Interim Financial Data (Unaudited)
| |
| |
Quarters Ended
|
| |
June 30 |
|
September 30 |
|
December 31 |
|
March 31 |
| |
|
|
|
|
|
|
|
|
Fiscal year 2012 |
|
|
|
|
|
|
|
|
Sales |
$ 1,315,060 |
|
2,334,223 |
|
2,719,323 |
|
3,774,850 |
|
Gross profit |
$ 587,895 |
|
1,020,541 |
|
578,529 |
|
793,030 |
|
Net loss |
$(1,043,543) |
|
(1,586,185) |
|
(846,416) |
|
(1,452,376) |
| |
|
|
|
|
|
|
|
|
Net loss per common share basic and diluted: |
$ (0.03) |
|
(0.04) |
|
(0.03) |
|
(0.04) |
| |
|
| |
Quarters Ended
|
| |
June 30 |
|
September 30 |
|
December 31 |
|
March 31 |
| |
|
|
|
|
|
|
|
|
Fiscal year 2011 |
|
|
|
|
|
|
|
|
Sales |
$ 2,555,324 |
|
2,027,558 |
|
2,090,474 |
|
2,347,946 |
|
Gross profit |
$ 964,072 |
|
226,609 |
|
439,834 |
|
762,188 |
|
Net loss |
$ (486,870) |
|
(377,793) |
|
(932,520) |
|
(195,175) |
| |
|
|
|
|
|
|
|
|
Net loss per common share basic and diluted: |
$ (0.01) |
|
(0.01) |
|
(0.03) |
|
(0.01) |
| |
|
| |
Quarters Ended
|
| |
June 30 |
|
September 30 |
|
December 31 |
|
March 31 |
| |
|
|
|
|
|
|
|
|
Fiscal year 2010 |
|
|
|
|
|
|
|
|
Sales |
$ 2,129,319 |
|
2,270,542 |
|
2,007,214 |
|
2,284,878 |
|
Gross profit |
$ 604,161 |
|
817,816 |
|
642,391 |
|
652,765 |
|
Net loss |
$ (629,116) |
|
(496,037) |
|
(1,984,469) |
|
(1,031,250) |
| |
|
|
|
|
|
|
|
|
Net loss per common share basic and diluted: |
$ (0.02) |
|
(0.02) |
|
(0.06) |
|
(0.03) |
(18) Valuation and Qualifying Accounts
|
|
|
|
|
|
|
| |
|
Additions |
|
|
|
|
Balance at |
Charged to |
Charged to |
|
|
| |
Beginning |
Costs and |
to Other |
|
Balance at |
|
|
of Year |
Expenses |
Accounts |
Deductions |
End of Year |
| |
|
|
|
|
|
|
Year ended March 31, 2012 |
|
|
|
|
|
|
Accrued warranty cost |
$ 89,463 |
196,815 |
- |
131,300 (A) |
154,978 |
|
Allowance for doubtful accounts- deducted |
|
|
|
|
|
|
from accounts receivable |
$ - |
127,697 |
- |
- |
127,697 |
| |
|
|
|
|
|
|
Year ended March 31, 2011 |
|
|
|
|
|
|
Accrued warranty cost |
$ 75,903 |
142,598 |
- |
129,038 (A) |
89,463 |
| |
|
|
|
|
|
|
Year ended March 31, 2010 |
|
|
|
|
|
|
Accrued warranty cost |
$ 84,445 |
158,723 |
- |
167,265 (A) |
75,903 |
| |
|
|
|
|
|
|
Note (A) Represents actual warranty payments for units returned
under warranty. |
|
ITEM 9 . |
CHANGE IN AND DISAGREEMENTS WITH INDEPENDENT
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
toc*
None.
toc*
Controls Evaluation
We conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of March 31, 2012
under the supervision and with the participation of management, including our
Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO").
Based on their evaluation as of March 31, 2012, our CEO and
CFO have concluded that our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) were effective to ensure that the information required to be disclosed
by our management in the reports that it files or submits under the Securities
Exchange Act of 1934 is (i) recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms, and (ii) accumulated
and communicated to our management, including our CEO and CFO, to allow timely
decisions regarding required disclosure.
Management Report on Internal Control Over Financial
Reporting
Our management is responsible for all aspects of the
business, including the preparation of the consolidated financial statements in
this annual report. Management prepared the consolidated financial statements
using accounting principles generally accepted in the United States. Management
has also prepared the other information in this annual report and is responsible
for its accuracy and consistency with the consolidated financial statements.
Management is responsible for establishing and maintaining an
adequate system of internal control over financial reporting, including
safeguarding of assets against unauthorized acquisition, use or disposition.
This system is designed to provide reasonable assurance to management and the
board of directors regarding preparation of reliable published financial
statements and safeguarding of our assets. This system is supported with written
policies and procedures and contains self-monitoring mechanisms. Appropriate
actions are taken by management to correct deficiencies as they are identified.
All internal control systems have inherent limitations, including the
possibility of circumvention and overriding of controls, and, therefore, can
provide only reasonable assurance as to the reliability of financial statement
preparation and such asset safeguarding.
Management has assessed the effectiveness of our internal
control over financial reporting as of March 31, 2012. In making this
assessment, it used the criteria described in "Internal Control-Integrated
Framework" issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO"). Based on this assessment, management has
concluded that, as of March 31, 2012, our internal control over financial
reporting is effective. Management reviewed the results of its assessment with
the Audit Committee of our Board of Directors who oversees the financial
reporting process.
The consolidated financial statements have been audited by
the independent registered public accounting firm, Grant Thornton LLP, who
independently assessed the effectiveness of the Company's internal control
over financial reporting. Grant Thornton LLP has issued its report on the
effectiveness of our internal control over financial reporting, which is
included above in Part II, Item 8 of this Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) that occurred during the quarter ended March 31, 2012 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
May 23, 2012
| |
|
|
|
Eric R. Ridenour |
|
Donald A. French |
|
President and Chief Executive Officer |
|
Treasurer, Secretary and |
| |
|
Chief Financial Officer |
ITEM 9B .
OTHER INFORMATION
toc*
Compensatory Arrangements of Certain Officers
On May 22, 2012, the compensation and benefits committee of
the Company's Board of Directors completed its annual review of the Company's
executive compensation. The Company's Board of Directors reviewed the committee's recommendations, and approved the following changes in base salary
for each of the following named executive officers:
Amendment to the Employment Agreement of Eric R. Ridenour -
The Company's President and Chief Executive Officer, Eric R. Ridenour, is a
party to an employment agreement with the Company, incorporated by reference
from the Company's Current Report on Form 8-K filed August 24, 2010 as Exhibit
10.1. The Board of Directors approved an increase in Mr. Ridenour's annual base
salary to $436,000 effective May 16, 2012. Mr. Ridenour, will continue to
receive an auto allowance of $9,720 per year.
Amendment to Employment Agreement of Donald A. French - The
Company's Secretary, Treasurer and Chief Financial Officer, Donald A. French,
was a party to an employment agreement with the Company, incorporated by
reference from the Company's Current Report on Form 8-K dated August 18, 2010
as Exhibit 10.1. The Board of Directors approved an increase in Mr. French's
annual base salary to $262,000 effective May 16, 2012. Mr. French, will continue
to receive an auto allowance of $9,720 per year.
On May 2, 2012 Mr. Burton, the Company's Senior Vice
President of Operations, left the employ of the Company. Pursuant to the terms
of his employment agreement dated August 13, 2010, Mr. Burton received a
lump-sum payment of $152,007, representing one month's pay for each year of
service with the Company and his employment agreement was terminated.
Amendment to Employment Agreement of Jon Lutz - The Company's
Vice President of Engineering, Jon Lutz, is a party to an employment agreement
with the Company, incorporated by reference from the Company's Current Report
on Form 8-K dated August 18, 2010 as Exhibit 10.3. The Board of Directors
approved an increase in Mr. Lutz's annual base salary to $204,000 effective
May 16, 2012. Mr. Lutz, will continue to receive an auto allowance of $9,720 per
year.
Employment Agreement with Adrian Schaffer - The Company's
Vice President of Sales and Business Development, Adrian Schaffer, is a party to
an employment agreement with the Company, incorporated by reference from the
Company's Current Report on Form 8-K dated November 4, 2011 as Exhibit 10.1.
The Board of Directors approved an increase in Mr. Schaffer's annual base
salary to $203,000 effective May 16, 2012. Mr. Schaffer, will continue to
receive an auto allowance of $9,720 per year.
Employment Agreement with Joe Mitchell - The Company's Vice
President of Operations, Joe Mitchell, is a party to an employment agreement
with the Company, incorporated by reference from the Company's Current Report
on Form 8-K dated May 8, 2012 as Exhibit 10.1. The Board of Directors approved
an annual base salary to $200,000 effective June 1, 2012, Mr. Mitchell's start
date. Mr. Mitchell will be eligible for an annual cash bonus with a target level
of 25% of base salary, and will be eligible for annual awards of stock options
and bonus stock under the Company's equity compensation plans at a target fair
value of 50% of base salary. Mr. Mitchell will also receive a one-time moving
allowance of up to $50,000 and will be reimbursed for other temporary living
expenses associated with his relocation to Colorado. The Board of Directors has
approved the grant on June 1, 2012 to Mr. Mitchell of stock options to acquire
25,000 shares of the Company's common stock at an exercise price equal to the
closing price of the Company's common stock on the NYSE MKT on the grant date.
The stock options will be for a term of five years and will vest ratably over a
three year period. Mr. Mitchell will also receive an annual automobile allowance
of $9,720.
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
toc*
Additional information required by Item 10 is incorporated by
reference from and contained under the headings "Election of
Directors", "Management" "Section 16(a) Beneficial Ownership
Reporting Compliance" and "Code of Ethics" in our Definitive
Proxy Statement for the Annual Meeting of Shareholders' to be held August 8,
2012.
ITEM 11.
EXECUTIVE COMPENSATION
toc*
The information required by Item 11 is incorporated by
reference from and contained under the headings "Executive
Compensation", "Option Grants during Fiscal Year 2012,"
"Aggregate Option Exercises During Fiscal Year 2012," "Option
Values at the End of Fiscal Year 2012," "Director Compensation,"
"Compensation discussion and Analysis," "Compensation and
Benefits Committee Report," and "Compensation Committee
Interlocks" in our definitive Proxy Statement for the Annual Meeting of
Shareholders' to be held August 8, 2012.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
toc*
The information required by Item 12 is incorporated by
reference from and contained under the heading "Security Ownership of
Certain Owners and Management" and "Equity Compensation Plan
Information" in our definitive Proxy Statement for the Annual Meeting of
Shareholders' to be held August 8, 2012.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
toc*
The information required by Item 13 is incorporated by
reference from and contained under the headings "Certain Relationships and
Related Transactions" in our definitive Proxy Statement for the Annual
Meeting of Shareholders' to be held August 8, 2012.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES.
toc*
The information required by Item 14 is incorporated by
reference from and contained under the heading "Ratification of Selection
of Independent Auditors" in our definitive Proxy Statement for the annual
meeting of shareholders to be held August 8, 2012.
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ITEM 15 . EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES |
toc*
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(a) |
1. |
Financial Statements |
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UQM Technologies, Inc. (included in Part II): |
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Reports of Independent Registered Public Accounting
Firm. |
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Consolidated Balance Sheets, March 31, 2012 and March
31, 2011. |
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Consolidated Statements of Operations for the Years
Ended March 31, 2012, 2011, and 2010. |
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Consolidated Statements of Stockholders' Equity for
the Years Ended March 31, 2012, 2011, and 2010. |
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Consolidated Statements of Cash Flows for the Years
Ended March 31, 2012, 2011, and 2010. |
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Notes to Consolidated Financial Statements. |
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2. |
Financial Statement Schedules: |
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Valuation and Qualifying Accounts. See note 18 to the
Consolidated Financial Statements above. |
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3. |
Exhibits : |
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3.1 |
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Restated Articles of Incorporation. Reference is made
to Exhibit 3.2 of our Annual Report on Form 10-K for the year ended
October 31, 1993 (No. 1-10869), which is incorporated herein by reference. |
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3.2 |
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Bylaws. Reference is made to Exhibit 3.1 of our Annual
Report on Form 10-K for the year ended March 31, 2005 (No. 1-10869)),
which is incorporated herein by reference. |
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3.3 |
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Amendment to the Bylaws. Reference is made to Exhibit
3.1 of our current report on Form 8-K filed
February 14, 2011 (No. 1-10869), which is incorporated
herein by reference. |
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4.1 |
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Specimen Stock Certificate. Reference is made to
Exhibit 3.1 of our Registration Statement on Form 10 dated February 27,
1980 (No. 1-10869), which is incorporated herein by reference. |
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10.1 |
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UQM Technologies, Inc. Employee Stock Purchase Plan.
Reference is made to Exhibit 4.1 to the Company's Registration Statement
on Form S-8 (No. 333-164705) filed on February 5, 2011, which is
incorporated herein by reference. |
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10.2 |
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Stock Bonus Plan. Reference is made to Exhibit 10.2 of
our Current Report on Form 8-K filed on August 12, 2005 (No. 1-10869),
which is incorporated herein by reference. |
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10.3 |
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Form of Incentive Stock Option Agreement. Reference is
made to Exhibit 10.6 of our Annual Report on Form 10-K filed on May 22,
2009 (No. 1-10869), which is incorporated herein by reference. |
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10.4 |
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Form of Non-Qualified Stock Option Agreement. Reference
is made to Exhibit 10.7 of our Annual Report on Form 10-K filed on May 22,
2009 (No. 1-10869), which is incorporated herein by reference. |
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10.5 |
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Assistance Agreement between the Company and the U.S.
DOE/NETL. Reference is made to Exhibit 10.1 of our Current Report on Form
8-K filed on January 20, 2011 (No. 1-10869), which is incorporated herein
by reference. |
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10.6 |
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Modification Number One to the Assistance Agreement
between the Company and the U.S. DOE/NETL. Reference is made to Exhibit
10.1 of our Current Report on Form 8-K, filed on May 17, 2011 (No.
1-10869), which is incorporated herein by reference. |
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10.7 |
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Modification Number Two to the Assistance Agreement
between the Company and the U.S. DOE/NETL. Reference is made to Exhibit
10.1 of our current report on Form 8-K, filed on June 28, 2010 (No.
1-10869), which is incorporated herein by reference. |
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10.8 |
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Modification Number Three to the Assistance Agreement
between the Company and the U.S. DOE/NETL. Reference is made to Exhibit
10.1 of our current report on Form 8-K, filed August 26, 2010 (No.
1-10869), which is incorporated herein by reference. |
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10.9 |
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Modification Number Four to the Assistance Agreement
between the Company and the U.S. DOE/NETL. Reference is made to Exhibit
10.1 of our current report on Form 8-K, filed September 9, 2010 (No.
1-10869), which is incorporated herein by reference. |
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10.10 |
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Employment Agreement with Eric R. Ridenour dated August
3, 2010. Reference is made to Exhibit 10.1 of our current report on Form
8-K, filed August 24, 2010 (No. 1-10869), which is incorporated herein by
reference. |
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10.11 |
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Amended employment agreement with Donald A. French
dated August 13, 2010. Reference is made to Exhibit 10.1 to our current
report on Form 8-K, filed on August 18, 2011 (No. 1-10869), which is
incorporated herein by reference. |
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10.12 |
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Amended employment agreement with Jon Lutz dated August
13, 2010. Reference is made to Exhibit 10.3 to our current report on Form
8-K, filed on August 18, 2011 (No. 1-10869), which is incorporated herein
by reference. |
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10.13 |
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Employment Agreement with Adrian Schaffer dated October
14, 2011. Reference is made to Exhibit 10.1 of our current report on Form
8-K, filed November 4, 2011 (No. 1-10869), which is incorporated herein by
reference. |
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10.14 |
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Employment Agreement with Joseph Mitchell dated May 1,
2012. Reference is made to Exhibit 10.1 of our current report on Form 8-K,
filed May 8, 2012 (No. 1-10869), which is incorporated herein by
reference. |
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10.15 |
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At Market Issuance Sales Agreement between the Company
and Stifel Nicolaus & Company Incorporated dated September 15, 2010.
Reference is made to Exhibit 10.1 of our current report on Form 8-K, filed
September 16, 2010 (No. 1-10869), which is incorporated herein by
reference. |
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10.16 |
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Amended Restricted Stock Agreement with Mr. Ridenour
dated October 20, 2010. Reference is made to Exhibit 10.1 to our current
report on Form 8-K filed October 22, 2010 (No. 1-10869), which is
incorporated herein by reference. |
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10.17 |
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Supply Agreement with CODA Automotive*. Reference is
made to Exhibit 99.1 of our Quarterly Report on Form 10-Q, filed October
28, 2010 (No. 1-10869), which is incorporated herein by reference. |
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10.18 |
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Amendment to the Supply Agreement with CODA
Automotive*. Reference is made to Exhibit 10.1 of our Form 10-Q filed
October 27, 2011, which is incorporated herein by reference. |
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10.19 |
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UQM Technologies, Inc. 2012 Equity Incentive Plan
adopted April 11, 2012. |
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10.20 |
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Form of Restricted Stock Agreement, amended May 9,
2012. |
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10.21 |
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UQM Technologies, Inc. Outside Director Stock Option
Plan amended November 2, 2011. |
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10.22 |
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UQM Technologies, Inc. Stock Bonus Plan amended May 9,
2012. |
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10.23 |
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Separation Agreement and release with Ron Burton dated
May 2, 2012. |
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21.1 |
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Subsidiaries of the Company. |
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23.1 |
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Consent of Grant Thornton LLP. |
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31.1 |
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Certification of the Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
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Certification of the Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
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Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to section 906 of the Sarbanes-Oxley Act 2002. |
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*confidential treatment request has been granted.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, UQM Technologies, Inc. has duly caused this
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, in Longmont, Colorado on the 23rd day of
May, 2012.
UQM TECHNOLOGIES, INC.,
a Colorado Corporation
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By: |
/s/ ERIC R.
RIDENOUR |
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Eric R. Ridenour |
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President and |
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Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act
of 1934, this Annual Report on Form 10-K has been signed below by the following
persons on behalf of UQM Technologies, Inc., in the capacities indicated and on
the date indicated.
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Signature |
Title |
Date |
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/s/ WILLIAM G.
RANKIN
William G. Rankin |
Chairman of the Board of Directors |
May 23, 2012 |
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/s/ ERIC R.
RIDENOUR
Eric R. Ridenour |
President and Chief Executive Officer
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May 23, 2012 |
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/s/ DONALD A.
FRENCH
Donald A. French |
Treasurer and Secretary (Principal Financial and Accounting Officer) |
May 23, 2012 |
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/s/ STEPHEN J.
ROY
Stephen J. Roy |
Director |
May 22, 2012 |
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/s/ JEROME H.
GRANRUD
Jerome H. Granrud |
Director |
May 23, 2012 |
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/s/ DONALD W.
VANLANDINGHAM
Donald W. Vanlandingham |
Director |
May 23, 2012 |
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/s/ JOSEPH P.
SELLINGER
Joseph P. Sellinger |
Director |
May 22, 2012 |
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