PINX:TEWI Titan Energy Worldwide Inc Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2012
 
o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ________ to ________
 
Commission File No. 000-26139
 
Titan Energy Worldwide, Inc.
 
Nevada
26-0063012
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
6130 Blue Circle Drive, Minnetonka, MN 55343
 
(Address of principal executive offices) (Zip Code)
 
Company’s telephone number, including area code: (952)-960-2371
 
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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o    No x
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes o   No x
 
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b of the Exchange Act.
 
Large accelerated filer o                                                                                                           Accelerated filer                     o
 
Non-accelerated filer   o                                                                                                           smaller reporting company    x
 
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes o    No x
 
Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practicable date:
 
As of May 27, 2012 the issuer had 43,487,138 shares of its common stock issued and outstanding.
 
 
 

 
 
TABLE OF CONTENTS
 
PART I
   
3
ITEM 1.
FINANCIAL STATEMENTS
 
3
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
22
ITEM 4.
CONTROLS AND PROCEDURES
 
28
PART II
   
29
ITEM 1.
LEGAL PROCEEDINGS
 
29
ITEM 1A
RISK FACTORS
 
29
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
29
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
 
29
ITEM 4.
MINE SAFETY DISCLOSURE
 
29
ITEM 5.
OTHER INFORMATION
 
29
ITEM 6.
EXHIBITS
 
30
SIGNATURES
   
31
 
 
2

 

ITEM 1.  Financial Statements
 
Not conforming to the Regulation S-X Rule 8-03 the Company’s Interim Financial Statements for the period ended March 31, 2012 (the “Financial Statements”) included in this Quarterly Report on the form of 10-Q (the “Form 10-Q”) have not been reviewed by an independent public accountant with professional standards for conducting such reviews, as established by generally accepted auditing standards, as may be modified or supplemented by the Securities and Exchange Commission ( the “Commission”).The review was not completed due to the cost and availability of cash required to pay past due fees owed to our independent accountant. The Company believes this is a temporary situation and will request the independent public accountants to complete the review when our liquidity position improves and we have completed a payment arrangement. Upon the completion of the review of the Company's Condensed Consolidated Financial Statements for the quarterly period ended March 31, 2012 by our independent public accountants we will amend Form 10-Q, the Financial Statements have been prepared in accordance with generally accepted accounting principles and applicable rules and regulation. In the opinion of Management, the information contained herein is accurate.
 
 
3

 
 
Titan Energy Worldwide, Inc.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
March 31
   
December 31,
 
   
2012
   
2011
 
ASSETS
           
Current assets
           
Cash and cash equivalents
  $ 145,591     $ 139,432  
Accounts receivable less allowance for doubtful accounts
    2,008,824       2,045,766  
Inventory, net
    917,419       619,518  
Other current assets
    63,262       52,996  
Total current assets
    3,135,097       2,857,712  
Property and equipment, net
    670,728       747,566  
Customer and distribution lists, net
    588,642       628,118  
Goodwill
    1,351,695       1,351,695  
Other assets
    63,514       31,092  
Total assets
  $ 5,809,677     $ 5,616,183  
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
               
Current liabilities
               
Accounts payable
  $ 2,273,487     $ 2,404,538  
Accrued liabilities
    2,046,092       1,807,422  
Customer deposits and deferred revenue
    337,763       234,339  
Factoring obligation
    1,161,149       959,868  
Notes payable - current portion
    100,000       210,370  
Current portion of convertible debt, net of discount
    715,245       2,551,216  
Total current liabilities
    6,633,736       8,167,753  
Notes payable, less current portion
    67,700       -  
Convertible debt, net of unamortized discount
    2,090,000       -  
Other long term liabilities
    146,674       122,248  
Total long-term liabilities
    2,304,374       122,248  
Total liabilities
    8,938,109       8,290,001  
Commitments and Contingencies
               
Stockholders’ equity (deficit)
               
Preferred Stock Series D, 10,000,000 authorized, $.0001 par value, issued and outstanding 343 and 344 shares, respectively
    1       1  
Common stock 1,800,000,000 shares authorized, $.0001 par value, issued 35,334,315 and 31,472,127 shares, respectively
    3,533       3,147  
Treasury stock, at cost, held 1,550,000 and 1,550,000 shares, respectively
    (775,000 )     (775,000 )
Additional paid-in capital
    31,623,954       31,462,769  
Accumulated deficit
    (33,980,920 )     (33,364,735 )
Total stockholders’ equity (deficit)
    (3,128,433 )     (2,673,818 )
Total liabilities and stockholders’ equity (deficit)
  $ 5,809,677     $ 5,616,183  

See accompanying notes to unaudited condensed consolidated financial statements
 
 
4

 
 
Titan Energy Worldwide, Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2012 and 2011
 
   
2012
   
2011
 
Sales of equipment
  $ 2,129,237     $ 2,386,150  
Sales of service and parts
    1,140,449       1,085,897  
        Net  sales
    3,269,686       3,472,047  
                 
Material cost and labor for equipment
    1,816,461       1,948,851  
Material cost and labor for service and parts
    524,521       555,353  
Total cost of  sales
    2,340,982       2,504,204  
Gross profit
    928,704       967,843  
Operating expenses:
               
Selling and service expenses
    644,548       652,483  
General and administrative expenses
    437,917       446,262  
Research and development
    -       125,588  
Corporate overhead
    157,857       414,322  
Depreciation and amortization
    89,436       81,282  
Loss on sale of fixed assets
    4,784       -  
Total operating expenses
    1,334,542       1,719,937  
Operating loss
    (405,838 )     (752,094 )
Other expenses
               
Interest expense, net
    158,460       94,550  
Amortization of debt discount and financing costs
    52,060       372,580  
Change in fair value of embed conversion feature
    (7,732 )     (187,306 )
Change in fair value of warrants
    7,559       -  
Total Other Expense, net
    210,347       280,092  
Net loss
  $ (616,185 )   $ (1,032,186 )
Weighted average number of shares outstanding
    32,897,871       28,706,637  
Basic and diluted (loss) per common share
  $ (0.02 )   $ (0.04 )

See accompanying notes to unaudited condensed consolidated financial statements.
 
 
5

 
 
Titan Energy Worldwide, Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2012 and 2011
 
Operating activities:
 
2012
   
2011
 
Net loss
  $ (616,185 )   $ (1,032,186 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Compensation paid by issuance of stock and stock options
    61,469       70,719  
Depreciation and amortization
    89,436       81,282  
Amortization of debt discount and financing costs
    82,184       372,580  
Stock Issued for services
    14,500       -  
Change in fair value of lease obligation
    24,426       -  
Change in fair value of warrants
    (7,732 )     (187,038 )
Change in fair value of embedded conversion
    7,559       -  
Loss on sales of fixed assets
    4,784       -  
Changes in operating assets and liabilities:
               
Accounts receivables
    35,843       447,617  
Inventory
    (299,383 )     (27,917 )
Other assets
    (11,456 )     38,639  
Accounts payable
    (107,051 )     (467,057 )
Accrued liabilities and customer deposits
    341,969       57,735  
Net cash used in operating activities
    (379,637 )     (645,626 )
Investing activities:
               
     Purchase of  fixed assets
    (7,815 )     (16,895 )
     Asset purchased in business acquisitions
    -       -  
     Proceeds from sales of fixed assets
    35,000       -  
Net cash (used) provided in investing activities
    27,185       (16,895 )
Financing activities:
               
Proceeds provided  by Convertible Debt
    200,000       -  
Net borrowings from Factoring Obligation
    201,281       -  
Proceeds from stock warrant exercised
            2,250  
Proceed of promissory note
    67,700       -  
Payment of Notes Payable
    (110,370 )     (47,406 )
Net cash (used) provided by financing activities
    358,611       (45,156 )
Increase (decrease) in cash and cash equivalents
    6,159       (707,677 )
Cash and cash equivalents, beginning of year
    139,432       45,401  
Cash and cash equivalents, end of period
  $ 145,591     $ (662,276 )

See accompanying notes to unaudited condensed consolidated financial statements.
 
 
6

 
 
Titan Energy Worldwide, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
NOTE 1 - BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Background
 
Titan Energy Worldwide, Inc. (the “Company”) was incorporated on December 28, 2006 in the state of Nevada. The Company’s stock is traded on the OTC Pink Sheets under the symbol “TEWI.PK”.
 
On December 28, 2006, the Company acquired Stellar Energy Services, Inc., a Minnesota corporation (“Stellar”), whereby Stellar exchanged all its common shares for 750,000 newly issued shares of the Company’s preferred stock, plus a Note payable to Stellar shareholders of $823,000. The Stellar shareholders also received 1,000,000 shares of Common Stock. Stellar provides products and services to protect an industry’s critical equipment from power outages, over/under voltage or transient surges and harmonic distortion Stellar is doing business as Titan Energy Systems, Inc (“TES”).
 
On June 11, 2009, the Company through its wholly owned subsidiary, Grover Power, Inc., a Florida corporation (“GPI”), acquired certain assets and assumed certain liabilities of R.B. Grove, Inc.’s Industrial and Service Divisions. The purchase was effective June 1, 2009. The purchase price consisted of a cash payment of $214,827 and an $86,612 secured promissory note at 8% interest rate due November 11, 2010. The Seller also received five year warrants to purchase 200,000 shares of the Company common stock at a price of $0.01 per share. The Company determined the fair value of these warrants to be $32,000.
 
On November 1, 2009, the Company acquired certain assets and assumed certain liabilities for a sales office in New Jersey. This business had open orders at the date of acquisition of approximately $3,000,000. The Company agreed to pay the owner $150,000. This sales office has been consolidated with the TES operations.
 
On January 1, 2010, the Company acquired the stock of Sustainable Solutions, Inc. (“SSI”) a company that performs energy audits, consulting and management services. The purchase price for this business was a stock option to purchase 200,000 shares of the Company’s common stock at of $0.50 per share. We used the Black-Scholes method to value the stock option for this acquisition at $71,671. The asset of the business is a contract with a major utility company to perform energy assessments for the three year period from 2010 to 2012.
 
On November 1, 2010, the Company acquired certain assets and assumed certain liabilities of Stanza Systems, Inc., a software development company specializing in smart-grid applications. This company is doing business as Stanza Technologies (“Stanza”). The purchase price for this company consisted of $175,000 in cash and assumed liabilities of $481,190. In addition, to complete this acquisition the Company had to satisfy the senior debt holders by offering common shares of the Company. The Company offered these debt holders 413,333 shares of common stock which was valued at the closing price of our stock as of November 1, 2010 resulting in a value of $186,000.
 
At March 31, 2012 and December 31, 2011, the Company has no Preferred Stock Series A, B and C outstanding. The description of these securities is as follows:
 
Preferred Stock, Series A, authorized 10,000,000, $.0001 par value
Preferred Stock, Series B, authorized 10,000,000, $.0001 par value
Preferred Stock, Series C, authorized 10,000,000, $.0001 par value

 
7

 
 
Titan Energy Worldwide, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
Following is a summary of the Company’s significant accounting policies.
 
Principles of Consolidation
 
The financial statements include the accounts of the Company and its 100% owned subsidiaries, TES, GPI, SSI and Stanza.
 
Basis of Presentation
 
The accompanying Consolidated Financial Statements (“Financial Statements”) have been prepared by management in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and disclosures required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting principally of normal recurring adjustments, considered for fair presentation have been included. These Financial Statements should be read in conjunction with the Company’s unaudited consolidated financial statements and accompanying notes for the year ended December 31, 2011 on Form 10-K filed with SEC on April 27, 2012.
 
Going Concern
 
The accompanying Financial Statements have been prepared assuming the Company will continue as a going concern. The Company incurred a net loss for the three months ended March 31, 2012 of $616,185. At March 31, 2012, the Company had an accumulated deficit of $33,980,920. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.  These Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management has taken the following steps that it believes will be sufficient to provide the Company with the ability to continue its operations:
 
·  
Management has been able to raise funds to support its working capital needs.  The Company raised $200,000 in convertible debt and $67,700 in a two year promissory note during the first quarter.
·  
Management has been successful in extending $1,890,000 of convertible notes that were in default. The new maturity date for these notes is April 1, 2013.
·  
The Company has been able extend its factoring agreement for another year with significantly lower factoring rates thereby reducing the Company’s borrowing expenses.
·  
The Company’s first profitable month was achieved in April 2012 as service sales reached the highest monthly level in the Company’s history.
·  
Strong growth in the Company’s service sales division improves the Company cash flow position through the cash generated by these high margins, recurring revenues.
·  
The Company has accumulated a strong equipment backlog and believes that the Company will achieve a positive cash flow for the rest of the year.
 
Supplemental Cash Flow Information Regarding Non-Cash Transactions
 
During the three months ended March 31, 2012 and 2011, the Company has entered into several non-cash transactions in order to provide financing for the Company and to conserve cash. The table below shows the transactions that occurred during the past two years.
 
Common stock issued for conversion of Series D Preferred Stock
  $ 10,000     $ -  
Stock warrants not subject to fair value
  $ -     $ 125,000  
Common stock issued for debt conversions
  $ 49,750     $ -  
Stock and stock options issued for services
  $ 14,500     $ -  

 
8

 
 
Titan Energy Worldwide, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
Interest paid for the three months ended March 31, 2012 and March 31, 2011 was $19,832 and $18,610, respectively.
 
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 reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and assumptions at the date of the Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Revenue Recognition
 
The Company recognizes revenue when the significant risks and rewards of ownership have been transferred to the customer pursuant to applicable laws and regulations, including factors such as when there has been evidence of sales arrangement, delivery has occurred, or services have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured.
 
For equipment sales, the Company recognizes revenue when the equipment has been delivered to the customer and the customer has taken title and risk of the equipment. For service and parts sales, the Company recognizes revenue when the parts have been installed and over the period in which the services are performed. The Company in some circumstances will require customers to make a down payment that is included in customer deposits and the revenue is deferred until work has been completed. The Company also has long-term maintenance agreements that the customer may elect to pay in advance. The revenue recognition on these contracts is based on when the work is performed.
 
Cash Equivalents
 
For purposes of reporting cash flows, the Company considers all short-term investments with an original maturity of three months or less to be a cash equivalent.
 
Concentration of Credit Risk
 
Financial instruments which subject the Company to concentrations of credit risk include cash and cash equivalents. The Company maintains its cash in well-known banks selected based upon management’s assessment of the bank’s financial stability. Balances may periodically exceed the Federal Deposit Insurance Corporation limit which is currently $250,000.
 
Property and Equipment
 
Property and equipment are recorded at cost, net of accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Expenditures for major renewals and betterments that extend the original estimated economic useful lives of the applicable assets are capitalized. Expenditures for normal repairs and maintenance are charged to expense as incurred. The cost and related accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and any gain or loss is included in operations.
 
Intangible Assets
 
The Company evaluates intangible assets and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets and other long-lived assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends and product development cycles that represent customer lists, distribution list and contracts. These intangibles, except in process research and development (see note 2), have finite lives and therefore are required to be amortized to expense. The Company believes that the useful life of these intangibles ranges from 5-10 years.
 
 
9

 
 
Titan Energy Worldwide, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
Goodwill
 
In accordance with ASC 350, we test goodwill at the reporting unit level for impairment on an annual basis and between annual tests if events and circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. We have determined that the reporting unit level is the subsidiary level as discrete financial information is not available at a lower level and our chief operating decision maker, which is our chief executive officer and executive management team, collectively, make business decisions based on the evaluation of financial information at the entity level. Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, including a decline in market capitalization, a significant adverse change in legal factors, business climate or operational performance of the business, and an adverse action or assessment by a regulator. Our annual impairment test date is December 31.
 
In performing the test, we utilize the two-step approach prescribed under ASC 350. The first step requires a comparison of the carrying value of the reporting units, as defined, to the fair value of these units. We consider a number of factors to determine the fair value of a reporting unit. The valuation is based upon expected future discounted operating cash flows of the reporting unit. We base the discount rate used to arrive at a present value as the date of the impairment test on our weighted average cost of capital. If the carrying value of the reporting unit exceeds its fair value, we will perform the second step of the goodwill impairment test to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill to its carrying value.
 
We conducted our annual impairment test as of December 31, 2011. In order to complete the annual impairment test, we performed detailed analyses estimating the fair value of our reporting unit utilizing our forecast for the fiscal year ending December 31, 2012 with updated long-term growth assumptions. As a result of completing the first step, the fair value of the reporting units exceeded the carrying values, and as such the second step of the impairment test was not required.
 
Income Taxes
 
The Company accounts for income taxes whereby 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 bases. 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.  Effective January 1, 2009 the Company adopted guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all federal or state income tax positions. Each income tax position is assessed using a two step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. As of March 31, 2012 and December 31, 2011 there were no amounts that had been accrued in respect to uncertain tax positions.
 
None of the Company’s federal or state income tax returns is currently under examination by the Internal Revenue Service (“IRS”) or state authorities.  However, fiscal years 2007 and later remain subject to examination by the IRS and respective states.
 
 
10

 
 
Titan Energy Worldwide, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
Loss per Share
 
The basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted income per common share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The loss for common shareholders is increased for any preferred dividends. As of March 31, 2012 and 2011, the Company had potentially dilutive shares of 102,177,410     and 22,396,578 related to outstanding stock options, warrants and convertible securities that were not included in the calculation of loss per share, because their effect would have been anti-dilutive.
 
Share-Based Compensation
 
The Company uses the fair value method of accounting for share-based payments. Accordingly, the Company recognizes the cost of employee services received in exchange for awards of equity instruments based on the grant date fair value of those rewards.  Options or share awards issued to non-employees are valued using the fair value method and expensed over the period services are provided.
 
Segment Reporting
 
The Company operates in a two business segments, Power Distribution and Energy Services. Power Distribution consists of the sale of emergency, standby power equipment and renewable energy solutions. Energy Services consist of the sale of maintenance and service programs, interruptible rate demand response programs, monitoring program and energy audits.
 
New Accounting Standards and Updates Not Yet Effective
 
The following are new accounting standards and interpretations that may be applicable in the future to the Company.
 
In May 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.” Amendments in the ASU do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within International Financial Accounting Standards (“IFRS”) or U.S. GAAP. ASU 2011-04 supersedes most of the guidance in Topic 820, although many of the changes are clarifications of existing guidance or wording changes to align with IFRS. Certain amendments in ASU 2011-04 change a particular principle or requirement for measuring fair value or disclosing information about fair value measurements. The amendments in ASU 2011-04 are effective for public entities for interim and annual periods beginning after December 15, 2011, and should be applied prospectively. Early adoption is not permitted for public entities. We expect the adoption of ASU 2011-04 to have no material impact on our financial position and results of operations.

In September 2011, the FASB issued ASU 2011-08, “Intangibles – Goodwill and Other (Topic 350) Testing Goodwill for Impairment.” ASU 2011-08 allows an entity to assess qualitatively whether it is necessary to perform step one of the two-step annual goodwill impairment test. Step one would be required if it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. This is different than previous guidance, which required entities to perform step one of the test, at least annually, by comparing the fair value of a reporting unit to its carrying amount. An entity may elect to bypass the qualitative assessment and proceed directly to step one, for any reporting unit, in any period. ASU 2011-08 does not change the guidance on when to test goodwill for impairment. The amendments in ASU 2011-08 are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. We expect the adoption of ASU 2011-08 to have no material impact on our financial position and results of operations.
 
Other Accounting Standards Updates not effective until after March 31, 2012 are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.
 
 
11

 
 
Titan Energy Worldwide, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
NOTE 2 – INVENTORY, NET
 
Inventory is stated at the lower of cost, determined by a first in, first out method, or market. Inventory is adjusted for estimated obsolescence and written down to net realizable value based upon estimates of future demand, technology developments and market conditions. Inventories are comprised of the following:
 
   
March 31,
   
December 31,
 
   
2012
   
2011
 
Parts
  $ 531,669     $ 464,225  
Work in process
    357,010       125,071  
Finished Goods
    130,537       133,397  
Obsolescence Reserve
    (101,797 )     (103,175 )
Total
  $ 917,419     $ 619,518  

 
NOTE 3 - NOTES PAYABLE
 
Notes payable consists of the following at March 31, 2012 and December 31, 2011:
 
   
March 31,
   
December 31,
 
Short -Term Debt
 
2012
   
2011
 
Convertible Notes bearing interest at 12% due on demand
  $ 610,000     $ 350,000  
Convertible Note bearing interest at 12% due January 2012 to March 2012
    -       1,250,000  
Convertible Note bearing interest at 12% due April , 2012
    50,000       300,000  
Convertible Note bearing interest at 10% due April , 2012
    -       300,000  
Convertible Notes bearing interest at 11% due on May 9 2012
    30,000       30,000  
Convertible notes bearing interest 10% due  January 2012 to March 2012
    -       350,000  
Promissory note bearing interest at 12% due on demand
    100,000       100,000  
Other loans
    -       110,370  
Security Transfer  agreements
    80,000       -  
Unamortized Discount
    (54,755 )     (28,784 )
    $ 815,245     $ 2,761,586  
Long-term
               
Convertible Notes bearing interest at 12% due April 1, 2013
  $ 2,090,000          
Promissory Note bearing interest at 8% due March 9, 2014
    67,700          
    $ 2,157,700          

At March 31, 2012 the Company was in default on $710,000 of convertible notes payable and is accruing interest at the default rate of 12%. The long term convertible notes of $1,890,000 have agreed to extend their notes to April 1, 2013 for additional five year warrants of 2,143,425 with an exercise price of $0.10 per share. The Company has determined using the Black- Scholes method the value of these warrants is $32,442 which will be amortized over the extension period. The Company has also issued a convertible note for $200,000 due April 1, 2013 with a conversion feature that allowed the note holder to convert the note and the interest at $.03 per share. This note does not have any warrants and the conversion feature was issued at market price resulting in no beneficial conversion feature. The Company also issued a promissory note to an individual for $67,700 at 8% and maturity March 9, 2014. There are no conversion rights or warrants associated with this debt.
 
 
12

 
 
Titan Energy Worldwide, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
Certain outstanding notes related to the Stanza purchase has been sold to Southridge Partners II L.P. This Agreement requires the Company to treat these notes as debt that can be converted into common stock based on a discount of 40% of the average of the lowest two closing bid prices for the Company’s common stock during the five trading days immediately preceding a conversion date. Southridge Partners II L.P. will receive free trading stock. As of March 31, 2012 Southridge Partners II L.P has converted notes and accrued interest of $49,750 into 3,562,188 shares of common stock. The agreement has a limits of Southridge Partners II, L.P. to holding 9.99% of the Company’s shares outstanding. Southridge Partners II has $116,152 of principal and accrued interest under these agreements that have not been converted. The embedded conversion feature determined at issuance is treated as a discount which is amortized over the estimated life to income. In addition since the embedded conversions feature have down round protection at each accounting period we have revalued the embedded conversion feature and that change is reflected in our Statement of Operations. See subsequent event Note 13 for conversion activities after March 31, 2012.

During the year ended December 31, 2011, the Company issued $430,000 of debt. The Convertible Notes due April 2012 have a conversion feature that allows the Noteholder to convert its principal and unpaid interest at the lesser of $0.25 cents per share or a “Qualified Offering Price” defined as a transaction with gross proceeds of $2,000,000. On December 9, 2011 the company issued an 11% Convertible Note for $30,000. The conversion feature associated with this note can be exercised at the option of Noteholder and within 10 days after the maturity date (May 9, 2012) can be converted into common stock by dividing the principal and accrued interest into an amount equal to fifty percent of the average of the lowest three bid prices for the Company common stock in the twenty days immediately preceding conversion date or by the price of $0.03 per share whichever is greater.
  
NOTE 4 – ACCRUED LIABILITIES
 
Accrued liabilities consist of the following:
 
   
March 31,
   
December 31
 
   
2012
   
2011
 
Accrued Compensation
  $ 552,750     $ 533,717  
Accrued Interest
    510,547       439,383  
Embedded conversion options, at fair value
    75,058       648  
Common Stock warrants, at fair value
    14,968       12,651  
Purchase obligation on stock option, at fair value
    250,000       250,000  
Stanza payroll taxes including interest and penalties
    300,208       304,773  
Accrued costs on completed jobs
    206,745       154,585  
Accrued Sales Tax
    121,375       95,288  
Accrued Other
    14,441       16,377  
Total
  $ 2,046,092     $ 1,807,422  
 
The amount listed as purchase obligation on stock option is a stock option that permits the holder to demand payment in lieu of exercising the option. The amount for Stanza payroll taxes was assumed in the purchase of this company. The payroll taxes are from June 2009 through September 2010. We have reached an agreement with the Internal Revenue Service to pay $4,011 per month beginning in May 2011 until paid in full.
 
NOTE 5 - INCOME TAXES
 
The Company’s effective income tax rate of 0.0% differs from the federal statutory rate of 34% for the reason set forth below for the three months ended March 31:
 
 
13

 
 
Titan Energy Worldwide, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
   
2012
   
2011
 
Income taxes at the statutory rate
  $ (209,503 )   $ (350,943 )
Valuation Allowance
    196,364       313,978  
Permanent differences and other
    13,139       36,965  
 Total income taxes of continuing operations
  $ -     $ -  

 
The following presents the components of the Company’s total income tax provision:
 
   
2012
   
2011
 
Current expense
  $ -     $ -  
Deferred benefit
    196,364       313,978  
Change in valuation
    (196,364 )     (313,978 )
Total
  $ -     $ -  

 
Deferred tax assets and liabilities reflect the net effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The tax effects of primary temporary differences giving rise to deferred tax assets and liabilities for the three months ended March 31 are as follows:
 
   
2012
   
2011
 
Deferred tax assets
           
Amortization
 
$
1,839
   
$
27,960
 
Nonqualified stock option expense
   
20,900
     
24,045
 
Embedded conversion option
   
2,570
     
-
 
Operating losses carry forward
   
6,228,085
     
5,152,091
 
Deferred tax liabilities
               
Warrants fair value income
   
(2,629
)
   
(63,593
)
Depreciation
   
(6,800
)
   
(1,570
)
Net deferred assets
   
 6,243,965
     
 5,138,933
 
Valuation allowance
   
(6,243,965
)
   
(5,138,933
)
Total net deferred tax asset liability
 
$
-
   
$
-
 
 
The Company has recorded a valuation allowance to fully offset the net deferred assets based on the fact that the Company has not recognized any taxable income since its inception.
 
At March 31, 2012 the Company had consolidated federal net operating losses of $18,317,897. The expiration date of these net operating losses are as follows:
 
 
14

 
 
Titan Energy Worldwide, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
     
2019
       104,604
     
2020
       654,454
     
2021
    1,700,703
     
2022
         72,209
     
2023
       451,382
     
2024
       262,795
     
2025
       385,410
     
2026
       911,684
     
2027
    2,540,363
     
2028
    1,543,573
     
2029
    2,807,561
     
2030
    2,795,006
     
2031
    2,088,153
     
2032
    2,000,000
       
  18,317,897

NOTE 6 - SERIES D CONVERTIBLE PREFERRED STOCK
 
On October 3, 2007, the Company issued a private placement memorandum to sell up to $10,000,000 of Units consisting of one share of Series D Convertible Preferred Stock, one Class A Warrant and one Class B Warrant. Each Unit was offered at $10,000. The holder of the Convertible Preferred Stock may convert at any time and is required to convert their Preferred Stock 24 months after issuance, in whole or in part, into shares of the Company Common Stock. Assuming an initial conversion price of $1.00, each share of Preferred Stock is convertible into 10,000 shares of the Company Common Stock. Each Class A Warrant and Class B Warrant entitles the holder to purchase 3,333 shares of Common Stock with exercise prices of $1.20 and $1.40, respectively.
 
For the three months ended March 31, 2012, investors holding  Series D Preferred Stock elected to convert their holdings into the Company Common Stock using the Volume Weighted Average Price “VWAP” formula as provided for in the offering documents. A total of one share of Series D Preferred Stock elected to convert into Common Stock receiving an aggregate of 200,000 shares of the Company common stock. The weighted average conversion price per share was $0.05. In addition, the Class A and Class B Warrants were repriced based the on conversion price multiplied by 120% and 140%, respectively.
 
In an Event of Liquidation (as defined below) of the Company, holders of any then-unconverted shares of Preferred Stock will be entitled to immediately receive accelerated redemption rights in the form of a Liquidation Preference Amount. The Liquidation Preference Amount shall be equal to 125% of the sum of: (i) the Stated Value ($10,000) of any then-unconverted shares of Preferred Stock and (ii) any accrued and unpaid dividends thereon. An “Event of Liquidation” shall mean any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, as well as any change of control of the Company which shall include, for the purposes hereof, sale by the Company of either (x) substantially all of its assets or (y) that portion of its assets which comprises its core business technology, products or services.
 
NOTE 7 – TREASURY SHARES
 
On June 30, 2009, the Company offered to the common shareholders that were converted in the Series D Convertible Preferred stock offering the opportunity to exchange the Company Common Stock received into units of Series D Preferred Stock. A total of 2,740,000 shares of the Company Common Stock were repurchased for 137 Units of Series D Preferred Stock and 456,621 of detachable Class A Warrants and 456,621 of detachable Class B Warrants. This transaction has been accounted for using the Black–Scholes method to determine the value of the detachable Warrants. This method resulted in a cost of the treasury shares of $1,370,000, which is the sum of the value of the Series D Preferred Stock of $1,285,553, and the fair value of the Warrants of $84,467.
 
During the three months ended March 31, 2012, no treasury shares were converted into Common Stock.
 
 
15

 
 
Titan Energy Worldwide, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
NOTE 8 – STOCK OPTIONS
 
The Company issued nonqualified stock options to employees on January 16, 2012. These options were not issued under any plan that required stockholder approval. The Company believes that such stock options align the interest of its employees with the shareholders. Stock option awards are granted with an exercise price equal to the market price of the Company common stock at the date of grant. The options granted to employees have a term of 10 years with a vesting commencing on January 16, 2013 over the four year period.   The Company used the Black-Scholes method to evaluate the value of the options. The option granted on March 27, 2012 was to a member of our advisory board. The option is for 5 years and vesting immediately. We determined that the value of the option was $11,405 and will be charged to income over the one-year term to serve as an advisory board member. The expected volatility is computed based on a twelve month standard deviation of our month ended closing price. The risk free rate for periods within the contractual life of the option is based on the U.S. treasury yield curve in effect at time of grant. Below are the parameters in determining the fair value of these options.
 
   
2012
 
Expected volatility
    96 %
Vesting period
    5  
Expected term
    7  
Expected dividends
    0 %
Risk free rate
    1 %

The following is a table shows a summary of activity for the three months ended March 31, 2011 and the year ended December 31, 2011:
 
Outstanding December 31, 2010
    8,245,000     $ 0.31  
Granted
               
Exercised
    -          
Forfeited
    (510,000 )   $ 0.33  
Outstanding December 31, 2011
    7,735,000     $ 0.31  
Granted January 16.2012
    4,025,000     $ 0.07  
Granted March 27 2012
    500,000     $ 0.02  
Exercised
               
Forfeited
    (930,000 )   $ 0.26  
Outstanding March 31, 2012
    11,330,000     $ 0.23  
Exercisable as of March 31, 2012
    5,944,595     $ 0.27  

As of March 31, 2012, the nonvested options totaled 5,835,405 shares. There is approximately $500,000 of unrecognized compensation and share-based expense arrangements that have been granted. These costs will be recognized over a weighted average period of 2.5 years. At March 31, 2012, the aggregate intrinsic value of exercisable stock options was $163,000.
 
NOTE 9 – COMMON STOCK TRANSACTIONS
 
During the three months ended March 31, 2012 the Company issued the following shares of common stock:
 
·  
The company issued 200,000 shares of common stock for the conversion for the Series D Preferred Stock.
 
 
16

 
 
Titan Energy Worldwide, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
·  
The company issued 100,000 shares to a consultant for services performed with a value of $2,500.
 
·  
The company issued 3,562,188 shares of common stock for the conversion in accordance with Security Transfer Agreements in exchange for the retirement of $49,750 of convertible notes and accrued interest.
 
·  
The company issued 303,787 shares for investor relations services value at $12,000.
 
During the year ended December 31, 2011, the Company issued 810,569 shares of common stock for the conversion of the Series D Preferred Stock. The Company also issued 239,956 shares for the conversion of Convertible Notes and accrued interest of $39,992.

NOTE 10 - COMMON STOCK WARRANTS
 
There were 2,143,425 warrants issued for the extension of $1,890,000 of convertible notes during the three months ended March 31, 2012. There were no warrants exercised during the three months ended March 31, 2012, however 847,500 of warrants expired without being exercised. The following table shows the warrants outstanding at March 31, 2012:
 
Number of
 
Exercise
 
Expiration
Warrants
Purpose
Price range
 
Date
200,000
Acquisition of Grove Power, Inc.
$0.01
 
14-Jun
2,143,425
Extension of Convertible Notes
$0.10
 
17-Apr
293,540
Broker warrants on Debt Offerings
$0.10-$0.625
 
Dec12-Jan-13
920,000
 Convertible Debt Offering 2009/2010
$0.25
 
Dec-14 - Mar 15
553,800
Debt offering  2007
$0.50
 
April-July-12
1,650,000
Convertible Debt Offering 2010
$0.60
 
May - Nov -15
158,000
Debt Offering 2007
$0.75
 
12-Dec
1,469,862
Converted Preferred D Class A
$0.05 -$0.89
 
13-Jun
1,469,862
 Converted Preferred D Class B
$0.06-$0.63
 
13-Jan
1,143,219
Unconverted Preferred D Class A 
$1.20
 
13-Jan
1,143,219
Unconverted Preferred D Class B
$1.40
 
13-Jan
777,135
Broker warrants on Preferred D
$1.25
 
13-Jan
 
NOTE 11 – FAIR VALUE
 
GAAP provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities. GAAP also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority being quoted prices in active markets. The fair value measurements are disclosed by level within that hierarchy.   The Company adopted the provisions of fair value measurements as of January 1, 2009. Hierarchical levels are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

Level 1 — Inputs were unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
 
Level 2 — Inputs (other than quoted prices included in Level 1) were either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
 
Level 3 — Inputs reflected management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
 
 
17

 
 
Titan Energy Worldwide, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
Determining which hierarchical level an asset or liability falls within requires significant judgment.  The Company will evaluate its hierarchy disclosures each quarter. The Company’s fair value measurements for level three inputs were based on the following methods:
 
 
1.
Common Stock Warrants are valued using the Black-Scholes model updated for current stock price, volatility, interest rate and remaining term. The following were the assumptions used to compute the fair value:
 
   
March 31,
   
December 31,
 
   
2012
   
2011
 
Common stock price
  $ 0.03     $ 0.03  
Exercise price
  $ 0.15     $ 0.15  
Volatility
    91.7 %     82.7 %
Interest rate
    0.18 %     0.12 %
Remaining Terms
 
3.75 yrs
   
4Yrs
 
 
 
2.
Embedded beneficial conversion options was determined by using the Black –Scholes methods with the following input variables at March 31, 2012 and December 31, 2011:
   
 
   
March 31,
   
December 31,
 
   
2012
   
2011
 
Common stock price
  $ 0.03     $ 0.03  
Conversion price
  $ 0.12     $ 0.12  
Terms in years
    0.4       0.3  
Volatility
    91.70 %     82.73 %
Interest rate
    0.12 %     0.05 %
 
 
3.
Purchase obligation of a stock option represents the value of the purchase obligation to buyback these options at any time during the next two years. The agreement is for 1,000,000 options with a guarantee buy back provision at $0.25, which is also the exercise price.
 
The following table summarizes the financial instruments measured at fair value in the Consolidated Balance Sheet as of March 31, 2012.
 
 
Fair Value Measurements
 
Assets
Level 1
Level 2
 
Level 3
   
Total
 
                 
Liabilities
               
Common stock warrants
      $ 14,968     $ 14,968  
Purchase obligations for stock option
      $ 250,000     $ 250,000  
Embedded beneficial conversion option
      $ 75,058     $ 75,058  
Total
      $ 340,026     $ 340,026  

 
18

 
 
Titan Energy Worldwide, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
The following table summarizes the financial instruments measured at fair value in the Consolidated Balance Sheet as of December 31, 2011:
 
 
Fair Value Measurements
 
Assets
Level 1
Level 2
 
Level 3
   
Total
 
                 
Liabilities
               
Common stock warrants
      $ 12,651     $ 12,651  
Purchase obligations for stock option
      $ 250,000     $ 250,000  
Embedded beneficial conversion option
      $ 648     $ 648  
Total
      $ 263,299     $ 263,299  

The table below includes a roll forward of the fair value of financial instruments that are classified as within Level 3 of the valuation hierarchy.
 
   
Liabilities
 
Balance at December 31, 2011
  $ 263,299  
Embedded beneficial conversion options
  $ 76,841  
Change in fair value recorded in other expense
  $ (114 )
Balance at March 31,2012
  $ 340,026  
 
Note 12 –Segment Data
 
Our operating segments represent components of our business for which discrete financial information is available and is reviewed regularly by the chief operating decision-maker, or decision-making group, to evaluate performance and make operating decisions. We conduct our operations through two operating segments: Power Distribution and Energy Service. Our reportable segments are strategic business units that offer different products and services and serve different customers. Power Distribution consists of the sale of emergency and standby power equipment and renewable energy solutions. Energy Services consist of the sale of maintenance and service programs, interruptible rate services, monitoring  and energy audits.
 
Summarized financial information concerning our reportable segments is shown in the following table. Unallocated costs include corporate overhead, research and development. Other expense  for purposes of evaluating the operations of our segments, is not allocated to our segment activities. Total asset amounts exclude intercompany receivable balances eliminated in consolidation.  The Unallocated Costs for assets includes cash, goodwill and in-process research and development. Customer lists and other intangibles are allocated to their segments.
 
 
19

 
 
Titan Energy Worldwide, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
For the Three Months ended March 31, 2012
 
                     
   
Power
   
Energy
   
Unallocated
       
   
Distribution
   
Services
   
Corporate Costs
   
Total
 
Sales
 
$
2,129,237
   
$
1,140,449
         
$
3,269,686
 
Cost of sales
   
1,816,461
     
524,521
           
2,340,982
 
Gross profit
   
312,776
     
615,928
           
928,704
 
                               
Operating Expenses:
                             
Selling and service expenses
   
329,109
     
315,439
           
644,548
 
General and administrative expenses
   
204,844
     
233,073
           
437,917
 
Depreciation & amortization
   
59,110
     
29,586
     
739
     
89,435
 
Corporate overhead
   
-
     
-
     
157,857
     
157,857
 
Loss on sale of fixed assets
   
3,828
     
-
     
956
     
4,784
 
Operating Expenses
   
596,891
     
578,098
     
159,552
     
1,334,541
 
                                 
Operating Loss
   
(284,115
)
   
37,830
     
(159,552
)
   
(405,837
)
                                 
Other Expenses
                               
Interest expense, net
   
18,111
     
54,200
     
86,150
     
158,461
 
Amortization of debt discount and financing costs
                   
52,060
     
52,060
 
Fair value of warrants
                   
(7,732
)
   
(7,732
)
Fair value embedded conversion feature
                   
7,559
     
7,559
 
         Total Other Expenses, net
   
18,111
     
54,200
     
138,037
     
210,348
 
Net Loss
 
$
(302,226
)
 
$
(16,370
)
 
$
(297,589
)
 
$
(616,185
)
Total Assets
 
$
2,275,118
   
$
1,999,024
   
$
1,535,535
   
$
5,809,677
 
 
For the Three Months Ended March 31, 2011
 
   
Power
   
Energy
   
Unallocated
       
   
Distribution
   
Services
   
Costs
   
Total
 
Sales
 
$
2,386,150
   
$
1,085,897
         
$
3,472,047
 
Cost of sales
   
1,948,851
     
555,353
           
2,504,204
 
Gross profit
   
437,299
     
530,544
           
967,843
 
                               
Operating Expenses:
                             
Selling and service expenses
   
322,053
     
330,430
           
652,483
 
General and administrative expenses
   
152,976
     
293,286
           
446,262
 
Depreciation & amortization
   
40,805
     
39,514
     
963
     
81,282
 
Research and development
   
-
     
-
     
125,588
     
125,588
 
Corporate overhead
   
-
     
-
     
414,322
     
414,322
 
Operating Expenses
   
515,834
     
663,230
     
540,873
     
1,719,937
 
                                 
Operating Loss
   
(78,535
)
   
(132,686
)
   
(540,873
)
   
(752,094
)
                                 
Other Expenses
                               
Interest expense, net
   
32,327
     
48,491
     
94,550
     
175,368
 
Amortization of debt discount and financing costs
                   
372,580
     
372,580
 
Fair value of warrants
                   
(187,038
)
   
(187,038
)
Total Other Expenses, net
   
32,327
     
48,491
     
280,092
     
360,910
 
                                 
Net Loss
 
$
(110,862
)
 
$
(181,177
)
 
$
(820,965
)
 
$
(1,113,004
)
Total Assets
 
$
1,944,107
   
$
2,046,683
   
$
2,072,219
   
$
6,063,009
 
 
 
 
20

 
 
Titan Energy Worldwide, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
 
NOTE 13– SUBSEQUENT EVENT
 
Certain outstanding notes related to the Stanza purchase has been sold to Southridge Partners II L.P. This Agreement requires the Company to treat these notes as debt that can be converted into common stock based on a discount of 40% of the average of the lowest two closing bid price for the company common stock during the five trading days immediately preceding a conversion date. Southridge Partners II L.P. will receive free trading stock. For period of March 31, 2012 to May 15, 2012 Southridge Partners II L.P has converted notes and accrued interest of $14,172 into 3,605,423 shares of common stock. The agreement has a limit of Southridge Partners II, L.P. to 9.99% of the shares outstanding. Southridge Partners II has $102,483 under these agreements that have not been converted.

The Company has issued common stock totaling 3,803,797 for the settlement of liabilities that totaling $49,311. The Company also issued common stock to three of our advisory board members. The value of the stock was based upon date of issuance April 4, 2012 of $.04 for total of $30,000 this cost will be amortized over their one year term.

In accordance with our Preferred Series D stock after 24 months a holder could elect to convert it stock to common shares based on the lesser of (i) $1.00 or (ii) a price per share equal to the volume weighted average closing price for the twenty trading prior to a conversion. As of May 2, 2012 a total of 2 Preferred Series D shares have been converted into 593,648 common shares.
 
The Company has performed a review of events subsequent to the balance sheet date and, except for the matters described above in this note, no other matters require disclosure.
 
 
21

 
 
ITEM 2. Management’s Discussion and Analysis or Plan of Operation.
 
Statements included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in future filings by us with the Securities and Exchange Commission (the “SEC”), in our press releases and in oral statements made with the approval of an authorized executive officer which are not historical or current facts are “forward-looking statements” and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The following important factors, among others, in some cases have affected and in the future could affect our actual results and could cause our actual financial performance to differ materially from that expressed in any forward-looking statement: (i) the extremely competitive conditions that currently exist in the market for companies similar to us, and (ii) the lack of resources to maintain our good standing status and requisite filings with the SEC. The foregoing list should not be construed as exhaustive and we disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
 
OUR BUSINESS
 
We specialize in the sales and management of onsite power generation for industrial and commercial customers. By utilizing advanced communication technologies, automated data collection, reporting systems and remote monitoring capabilities, we believe we are creating a new standard for power asset management and are leading the way for critical energy programs such as demand response and distributed generation. In fact, we believe we are one of the first companies to combine expertise in power generation asset management with real time information processing to create a more reliable and effective Smart Grid approach to onsite power management.
 
In 2006, we acquired Stellar Energy, a Minneapolis-based provider of power generation equipment and service. Stellar Energy is now called Titan Energy Systems (‘TES”) and has expanded its number of sales and service offices to include Nebraska, Iowa, North and South Dakota, New York, New Jersey and Connecticut. TES provides our company and its satellite offices with accounting and administrative support.
 
In 2009, we acquired the Industrial and Service Division of RB Grove, a 52-year old power generation provider located in Miami, Florida. This company is now called Grove Power Inc. (“GPI”) and it is responsible for our long term goal to expansion throughout the Southeastern United States.
 
In 2009, we acquired a power generation business in New Jersey that provide us with purchase orders, backlog and extensive customer and marketing relationships in New York, Connecticut and New Jersey. This business has been merged into TES.
 
In 2010, we acquired Sustainable Solutions, Inc. (“SSI”), which is engaged in providing energy audits, energy consulting and energy management services in the Midwest region.
 
In 2010, Titan Energy Development, Inc. (“TEDI”) purchased certain assets and assumed certain liabilities of Stanza Systems, which provide us with a software development company experienced in smart grid and utility operations.  The company operates this business as Stanza Technologies (“Stanza”)’ Stanza has developed network communications software that we plan to utilize in our generator service business.

 
22

 
 
RESULTS OF OPERATIONS
 
 Three Months Ended March 31, 2012 Compared to the Three Months Ended March 31, 2011
 
Sales
 
Sales for the three months ended March 31, 2012 were $3,269,686 compared to $3,472,047 for the three months ended March 31, 2011. The following table summarizes our sale by their segments:
 
   
Power
   
Energy
 
   
Distribution
   
Services
 
2012
  $ 2,129,237     $ 1,140,449  
2011
    2,386,150       1,085,897  
(Decrease) Increase
  $ (256,913 )   $ 54,552  
Percent (Decrease) Increase
    (11 %)     5 %
 
The decreased sales in the Power Distribution segment is primarily attributable to lower sales at our Florida and New York offices of approximately $300,000 and $400,000, respectively, compared to the same period in the prior year. These decreases were partially offset by a $500,000 increase in sales at our Midwest location. The increased sales in the Midwest location could be attributable to the unusually warm winter this year which allowed for construction to begin earlier. Both Florida and New York are small offices with limited sales staff and can experience large fluctuations in sales from quarter to quarter. Overall, our quarterly orders for Power Distribution were up 13% compared to the same period of last year.
 
The increase in our Energy Services segment sales is attributable to increased sales in our national account program which was $130,000 higher than the first quarter of 2011. This was partially offset by a decrease in contract programming of $25,000 and lower service sales at Groves of $45,000.
 
Cost of Sales
 
Cost of sales was $2,340,982 for the three months ended March 31, 2012 compared to $2,504,204 for the three months ended March 31, 2011:
 
   
Power
   
Energy
 
   
Distribution
   
Services
 
2012
  $ 1,816,461     $ 524,521  
2011
  $ 1,948,851     $ 555,353  
Decrease
  $ (132,390 )   $ (30,832 )
Percent of Sales
               
2012
    85 %     46 %
2011
    82 %     51 %
 
The lower cost of sales in the Power Distribution segment is attributable to the lower sales volume in New York and Florida locations where the Company generally recognizes higher sales margins. The Midwest region has more competitors and is more willing to take lower margins on some sales in order to maintain a certain market position in this region.
 
The lower cost of sales in the Energy Service segment is attributable to a lower sales volume in Stanza and Florida. The improvement in the percent of sales is attributable to an improvement in our margins in national accounts and in Stanza and Florida where cost of service work is higher than the Midwest.
 
 
23

 
 
Selling and Service Expenses
 
Sales and services expenses include all sales and service personnel, benefits related to these personnel and other costs in support of these functions. The Selling and Service expenses were $644,548 for the three months ended March 31, 2012, compared to $652,483 for the three months ended March 31, 2011. The following table summarizes the area of costs in this category:
 
     
Power
   
Energy
 
2012
   
Distribution
   
Services
 
Payroll related costs
    $ 308,735     $ 254,524  
Shared based compensation
      9,205       11,993  
Other
      11,169       48,921  
Total
    $ 329,109     $ 315,439  
2011
                 
Payroll related cost
    $ 285,552     $ 253,357  
Shared based compensation
      11,452       14,846  
Other
      25,050       62,227  
Total
      322,053     $ 330,430  
                   
Increase (Decrease)
    $ 7,056       (14,991 )
 
The higher costs in Power Distribution payroll related costs are attributable to higher sales commissions. The decrease in Other Expenses in the Power Distribution segment is attributable to a reduction in car allowance and vehicle usage. The decrease in the Energy Service costs was primarily due to lower maintenance on our service vehicles and equipment. We also had lower equipment leasing costs as we purchased a load bank in late 2011 that we were leasing in early 2011.
 
General and Administrative Expenses
 
The general and administrative expense category reflects the cost of each subsidiary’s management, accounting, facilities and office functions which we can allocate to our segments. General and administrative expenses were $437,917 for the three months ended March 31, 2012, compared to $446,262 for the three months ended March 31, 2011. The following table summarizes the areas of costs in this category:
 
     
Power
   
Energy
 
2012
   
Distribution
   
Services
 
Payroll related costs
    $ 54,645     $ 79,889  
Shared based compensation
      9,107       9,107  
Facilities
      55,723       61,314  
Factoring  Fees
      51,894       8,903  
Other
      33,476       73,860  
Total
    $ 204,844     $ 233,073  
2011
                 
Payroll related cost
    $ 30,333     $ 123,785  
Shared based compensation
      2,320       3,291  
Facilities
      54,182       74,802  
 Other
      71,730       85,820  
Total
    $ 158,565     $ 287,697  
                   
Increase (Decrease)
    $ 46,279     $ (54,625 )
 
 
24

 
 
The major cause for the increase in the Power Distribution Segment Costs is attributable to the factoring fees that we pay to finance our accounts receivables. In 2011, we had a credit facility which did not have factoring fees. The reduction in other costs in the Power Distribution segment is attributable to a reduction in business travel and lower office supplies. The lower cost in Energy Service segment is attributable to reduction in administration costs for Stanza of approximately $52,000 for the three months ended March 31, 2012 compared to $123,000 for the period ended March 31, 2011.
 
Research and Development
 
We entered into a contract in June 2010 with a third party to design and develop a remote monitoring system dedicated to onsite power generation equipment. We believe that there are few alternatives available in the market place that support the management of onsite power generators in the manner that is required by peak shaving, demand response and energy efficiency programs, and so to better serve these marketplaces, Titan needed to develop its own monitoring program. The Company has completed this software package and has begun to market it to customers. Therefore, there are no Research and Development costs recorded in the first quarter of 2012.

Corporate Overhead
 
Included in corporate overhead expenses are the salaries and travel expenses of our officers, legal fees, audit fees, investor relations and other costs associated with being a SEC registrant. Corporate overhead for the three months ended March 31, 201 was $157,857 as compared to $414,322 for the three months ended March 31, 2011. The following table shows the costs related to corporate activities:
 
   
2012
   
2011
 
Payroll related activates
  $ 79,317     $ 187,384  
Stock Compensation
    22,058       24,682  
Professional Fees
    10,500       97,789  
Shared based payments for professional services
    12,000       -  
Travel
    8,310       87,120  
Other
    25,672       17,247  
Total
  $ 157,857     $ 414,222  

Our payroll is lower due to right sizing the number of the executive officers. Currently there are two executive officers, the CEO and the CFO. In 2011 we had in addition to the current executive officers a President and Vice President of Business Development. These latter positions have been eliminated. The Company’s CEO and CFO have taken significant pay cuts in April of 2011 which reduced the payroll amount by $17,000 for the first quarter of 2012. The lower professional fees in the three months ended March 31, 2012 was due to our decision not to have audited financial statements for the year ended December 31, 2011.  The decrease in business travel in the three months ended March 31, 2012 is associated with our limited fund raising activities and moving our corporate office to Minnesota in 2012.  In 2012, the Company issued stock to our investor relations professionals to improve our communications with shareholders and investors.  This cost is non-cash charge and is based on actual stock price at the time of payment.
 
Depreciation and Amortization
 
The amounts in this category include depreciation on our fixed assets and amortization of our intangibles, represented by our customer lists. The expense for the three months ended March 31, 2011 was $89,438 compared to $81,282 in the three months ended March 31, 2011. We have limited our capital expenditures and therefore incurred only a small increase in depreciation expense.
 
 
25

 
 
Other Expenses
 
The following table below summarizes the items in this category for the three months ended March 31:
 
   
2012
   
2011
 
Interest expense, net
  $ 134,034     $ 9 4,550  
Present value of lease obligation
    24,426       -  
Amortization of debt discount
    50,870       329,847  
Amortization of deferred financing costs
    1,190       42,733  
Change in fair value of embedded conversion feature
    7,559       -  
Change in fair value of warrants
    (7,732 )     (187,038 )
Total
  $ 210,347     $ 280,092  
 
The Company’s outstanding debt as of March 31, 2012 before applying any debt discount is $2,972,945 compared to $2,411,484 in 2011, a net increase of $561,461. As a result we incurred an increase of approximately $40,000 in additional interest expense in 2012. We also had to replace our bank credit line with a factoring arrangement that has an interest rate of 7.75%. Our weighted average interest rate at the March 31, 2012 was 11.6% compared to 9.1% in March 31, 2011.

The present value of the lease obligation is a calculation used to determine the fair value of a lease that the Company has defaulted on due to its inability to pay. The unexpired lease term is 34 months and the value of this lease obligation will continue to accrue unless there is settlement between the Landlord and the Company. The Landlord has filed a lawsuit against the Company to collect unpaid and future lease payments and seeking a judgment in the amount of $289,206. The Company has accrued $146,750 at March 31, 2012 which represents the present value of the lease through March 31, 2012.

Our convertible debt has warrants and beneficial conversion features which are accounted for in accordance with ASC 470, whereas we must determine the fair value of the warrants and the beneficial conversion feature and treat that amount as a debt discount to be amortized over the life of the debt. At March 31, 2012 there is unamortized discount totaling approximately $54,000 on our balance sheet that will be expensed in 2012. The embedded conversion feature and the warrants are treated as a liability and are re-measured with each reporting period. The gain in the change of fair value of the warrants was the result of a higher volatility rate and a slightly higher interest rate. The loss in the embedded conversion feature reflect a stock price of $0.04 when this debt was issued compared to a price of  $0.03 at March 31 2012.
 
LIQUIDITY AND CAPITAL RESOURCES
 
The Company incurred a net loss for the three months ended March 31, 2012 of $618,185. At March 31, 2012 we had an accumulated deficit $33,980,920. In addition, we are currently in default on notes payable of $710,000 of principal. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.
 
The Company’s ability to maintain its operations is supported by a number of activities. The Company has raised $200,000 in convertible debt and $67,700 in a promissory note since during the quarter.  We were able to retire $110,000 of Stanza through the Security Transfer Settlement Agreement. The Company improvement in cash flow is allowing it to continue operating in applying our critical vendors. The debt holders that are in default have not indicated that they plan any adverse action against the Company. In fact several of these debt holders have verbally indicated they plan to extend their notes.
 
During the three months ended March 31, 2012, cash used by continuing operations was $379,657. This cash was used to increase our work in process inventory and to continue to pay down our vendors. We sold some equipment in the quarter raising $35,000 in cash from investing activities and had capital purchases of $7,815. Increase sales in quarter allowed us to increase the factoring line by approximately $200,000.
 
 
26

 
 
The second quarter of 2012 has started out very strong and should allow us to be cash flow positive this year. At March 31, 2012, we had $145,591 in cash and short-term investments. We will continue to seek to raise additional capital and improve our business to achieve cash flow positive.
 
Additional Information
 
Non-GAAP Financial Measures
 
To supplement our consolidated financial statements presented on a GAAP basis, we believe disclosing certain non- GAAP measures are useful information to our investors, we use an adjusted EBTDA to provide this additional information. These non-GAAP measures are not in accordance with, or alternative for, generally accepted accounting principles in the United States.
 
The GAAP measure most comparable to adjusted EBITDA is GAAP net income (loss): reconciliation for adjusted EBITDA to GAAP net income (loss) is provided below.
 
Management uses these adjusted EBITDA as measure of operating performance and for internal planning and forecasting. Management believes that such measures help to indicate underlying trends in our business, are important in comparing our current results with prior period results and our useful to investors and financial analysts in assessing our operating performance. Management considers adjusted EBITDA to be an important indicator of our operational strength and performance of our business and good measure of our historical operating trend.
 
The following is an explanation of non-GAAP, adjusted EBITDA that we utilize, including the adjustments that management exclude as part of the adjusted EBITDA measures for the three months ended March 31, 2011 and 2010,respectively, as well as reasons for excluding individual items.
 
·  
Management defines adjusted EBITDA as net income (loss), excluding depreciation, amortization, stock based compensation, interest, income taxes (benefit) and other income and expenses. Adjusted EBITDA also eliminates items that do not require cash outlays, such as warrants and beneficial conversion features from issuing convertible securities which are treated as debt discounts and amortized to expenses; fair value adjustment for warrants and embedded conversion features, which is dependent on current stock price, volatility, term and interest rate which are factors that are not easily controlled; and amortization expense related to acquisition-related assets, which us based on our estimate of the useful life of tangible and intangible assets. These estimates could vary from the actual performance of the asset, are based on the value determined on acquisition date and may not be indicative of current or future capital expenditures. Management has also eliminated the effect of contingent consideration that was established in the purchase of Stanza which based on current assumptions this liability will not be realized. We also will eliminate from our net loss the present value of the lease obligation as this is not part of our continuing operations
 
·  
Adjusted EBITDA may have limitations as an analytical tool. The Adjusted EBITDA financial information presented here should be considered in conjunction with, and not as a substitute for or superior to, financial information presented in accordance with GAAP and should not be considered as a measure of our liquidity. Further, adjusted EBITDA as a measure may differ from other companies and therefore should not be used to compare our performance to that of other companies.
 
Adjusted EBITDA was negative $240,433 and negative $600,093 for the three months ended March 31, 2012 and 2011, respectively. The reconciliation of adjusted EBITDA to net loss is set forth below:
 
 
27

 
 
   
Three Months Ended March 31,
 
   
2011
   
2010
 
Net loss
  $ (616,185 )   $ (1,032,186 )
Add back:
               
 Depreciation and amortization
    89,436       81,282  
 Stock based compensation
    61,469       70,719  
 Stock payment for services
    14,500       -  
 Interest
    134,034       94,550  
 Present value of lease obligation
    24,426       -  
Amortization of debt discount
    52,060       372,580  
Fair value adjustment of conversion options
    7,559          
Fair value adjustment on warrants
    (7,732 )     (187,038 )
Adjusted EBITDA
  $ (240,433 )   $ (600,093 )

OFF-BALANCE SHEET ARRANGEMENTS
 
 None.
 
ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
 
Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2012 covered by this Quarterly Report on Form 10-Q  have concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
Notwithstanding the foregoing, there can be no assurance that the Company’s disclosure controls and procedures will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.
 
Changes in Internal Control over Financial Reporting
 
No changes in the Company’s internal control over financial reporting have occurred during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
 
28

 

PART II - OTHER INFORMATION
 
ITEM 1.    Legal Proceedings

The Company subsidiary Titan Energy Development, Inc. (“TEDI”) has been sued by TEDI’s landlord (the “Plaintiff”) for non-payment of our office lease in Houston, TX. The Plaintiff has filed on May 14, 2012 for default judgment in the amount of $289,206, including the unpaid lease and future lease payment of $161,168, leasing commission of $36,254, and the improvements for new tenants of $91,784; plus attorney fees of $6,210. The Company has been in discussions with the Plaintiff to seek a settlement, but no agreement have been reached.  If an agreement cannot be reached, the Company may appeal the judgment. As of May 1, 2012, the Company has accrued the lease payments totaling $172,445.

The Company has also been sued on the non-payment of a settlement agreement with a Control Crew, Inc. (the “Plaintiff”) for the work performed in 2008 and 2009 for a discontinued operation. The Plaintiff has requested that the total invoices of $44,481 be paid. The Company believed that all but $25,000 had been paid to the vendor and was seeking a settlement on that remaining amount. On March 29, 2012 an Entry of Default was filed with the State of Michigan in the Circuit Court for the County of Oakland. On April 18, 2012, the Plaintiff’s motion for default judgment was granted. The judgment amount includes the invoices of $44,481, plus interest, totaling $52,372.  The Company has recorded this amount as a liability.

ITEM 1A. Risk Factors

Not applicable.

ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds
 
During the quarter ended March 31, 2012 the Company sold the following securities:

1.  
On March 29, 2012 the Company issued a $200,000 convertible promissory note bearing interest at 8% with a maturity date of April 1, 2013. The Noteholder, at its sole option, shall have the right to convert the principal value and all accrued interest into Common stock of the Company. The conversion rate is $0.03 per share or if the Company makes a qualified offering at less than this amount it will convert at the qualified offering price. These funds were for general working capital.
2.  
On March 8, 2012 the Company issued $67,700 promissory note bearing interest at 8% with a maturity date of March 9, 2014. These funds were used for working capital of Stanza.
 
ITEM 3.    Defaults Upon Senior Securities
 
During the quarter ended March 31, 2012 the following securities were in default:

Convertible notes payable, bearing interest at 12%, due on demand
 
$
610,000
 
Promissory Note bearing interest at 12%, due on demand
 
$
100,000
 

 ITEM 4.   Mine Safety Disclosures

Not applicable

ITEM 5.    Other Information

None.
 
 
29

 

ITEM 6.    Exhibits

Exhibit No.
 
Description
31.1
 
Certification of  Jeffrey W. Flannery, Chief Executive Officer of the Company, pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Certification of James J. Fahrner, Chief Financial Officer of the Company, pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
 
Certification of Jeffrey W. Flannery, Chief Executive Officer of the Company, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2
 
Certification of James J. Fahrner, Chief Financial Officer of the Company, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 

 
30

 
 
SIGNATURES
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

 
TITAN ENERGY WORLDWIDE, INC.
     
Dated: May 29, 2012
By:
/s/ Jeffrey W. Flannery
   
Jeffrey W. Flannery
Chief Executive Officer
     
Dated: May 29, 2012
By:
/s/ James J. Fahrner
   
James J. Fahrner
Chief Financial Officer

 
31

 
 
EXHIBIT INDEX
 
 
Exhibit No.
 
 
Identification of Exhibit
31.1
 
Certification of Jeffrey W. Flannery, Chief Executive Officer of the Company, pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Certification of James J. Fahrner, Chief Financial Officer of the Company, pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
 
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2
 
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
 
 
32

 

PINX:TEWI Titan Energy Worldwide Inc Quarterly Report 10-Q Filling

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PINX:TEWI Titan Energy Worldwide Inc Quarterly Report 10-Q Filing - 3/31/2012
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