P10 Industries, Inc. - FORM 10-Q - April 30, 2012

Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - P10 Industries, Inc.Financial_Report.xls
EX-3.1 - EXHIBIT 3.1 - P10 Industries, Inc.ex3_1.htm
EX-3.2 - EXHIBIT 3.2 - P10 Industries, Inc.ex3_2.htm
EX-3.3 - EXHIBIT 3.3 - P10 Industries, Inc.ex3_3.htm
EX-32.1 - EXHIBIT 32.1 - P10 Industries, Inc.ex32_1.htm
EX-10.1 - EXHIBIT 10.1 - P10 Industries, Inc.ex10_1.htm
EX-10.2 - EXHIBIT 10.2 - P10 Industries, Inc.ex10_2.htm
EX-10.6 - EXHIBIT 10.6 - P10 Industries, Inc.ex10_6.htm
EX-31.1 - EXHIBIT 31.1 - P10 Industries, Inc.ex31_1.htm
EX-31.2 - EXHIBIT 31.2 - P10 Industries, Inc.ex31_2.htm
EX-32.2 - EXHIBIT 32.2 - P10 Industries, Inc.ex32_2.htm
UNITED STATES
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
 
Or
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______ to ______
 
Commission file number: 000-30939
 
ACTIVE POWER, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
74-2961657
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)
     
2128 W. Braker Lane, BK12, Austin, Texas
  
78758
(Address of principal executive offices)
  
(Zip Code)
 
(512) 836-6464
(Registrant’s telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed since last report)
 
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   x  Yes  ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).    x  Yes  ¨  No
 
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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
 
Large Accelerated Filer
¨
  
Accelerated Filer
x
         
Non-Accelerated Filer
¨  (Do not check if a smaller reporting company)
  
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   x No
 
APPLICABLE ONLY TO CORPORATE ISSUERS:
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
The number of shares of common stock, par value of $0.001 per share, outstanding at April 30, 2012 was 95,256,115.
 
 
 
 
 
ACTIVE POWER, INC.
FORM 10-Q
INDEX
 

 
2


Active Power, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
 
   
March 31,
2012
    
December 31,
2011
  
   
(unaudited)
        
ASSETS
            
             
Current assets:
            
Cash and cash equivalents
  
$
18,042
    
$
10,357
  
Restricted cash
    
1,400
      
389
  
Accounts receivable, net of allowance for doubtful accounts of $262 and $337 at March 31, 2012 and December 31, 2011, respectively
    
15,609
      
11,163
  
Inventories
    
8,388
      
9,439
  
Prepaid expenses and other
    
913
      
414
  
Total current assets
    
44,352
      
31,762
  
Property and equipment, net
    
3,133
      
2,861
  
Deposits and other
    
407
      
404
  
Total assets
  
$
47,892
    
$
35,027
  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
                
Current liabilities:
                
Accounts payable
  
$
6,139
    
$
4,757
  
Accrued expenses
    
4,184
      
5,351
  
Deferred revenue
    
5,693
      
2,366
  
Revolving line of credit
    
5,535
      
5,535
  
Total current liabilities
    
21,551
      
18,009
  
Long-term liabilities
    
748
      
726
  
Stockholders’ equity:
                
Common stock
    
95
      
80
  
Treasury stock
    
(115
)
    
         (115
 )
Additional paid-in capital
    
287,421
      
277,023
  
Accumulated deficit
    
(262,042
)
    
    (260,895
 )
Other accumulated comprehensive income (loss)
    
234
      
          199
  
Total stockholders’ equity
    
25,593
      
16,292
  
Total liabilities and stockholders’ equity
  
$
47,892
    
$
35,027
  

See accompanying notes.

 
3

Active Power, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except per share amounts)
(unaudited)
 
   
Three Months Ended
March 31,
  
   
2012
    
2011
  
Revenues:
            
Product revenue
  
$
16,406
    
$
14,738
  
Service and other revenue
    
3,392
      
2,591
  
                 
Total revenue
    
19,798
      
17,329
  
                 
Cost of goods sold:
                
Cost of product revenue
    
11,996
      
10,522
  
Cost of service and other revenue
    
2,495
      
2,097
  
                 
Total cost of goods sold
    
14,491
      
12,619
  
                 
Gross profit
    
5,307
      
4,710
  
                 
Operating expenses:
                
Research and development
    
1,288
      
921
  
Selling and marketing
    
3,547
      
3,470
  
General and administrative
    
1,544
      
1,368
  
                 
Total operating expenses
    
6,379
      
5,759
  
                 
Operating profit (loss)
    
(1,072
)
    
    (1,049
 )
                 
Interest expense, net
    
(114
)
    
(33
)
Other income (expense), net
    
39
      
16
  
Net loss
  
 $
(1,147
)
    
(1,066
 )
Net loss per share, basic and diluted
  
$
(0.01
)
  
$
(0.01)
  
                 
Shares used in computing net loss per share, basic and diluted
    
84,829
      
79,848
  
                 
Comprehensive loss:
                
Net loss
  
$
(1,147
)
  
$
(1,066
 )
Translation gain (loss) on subsidiaries denominated in foreign currencies
    
36
      
310
  
                 
Comprehensive loss
  
$
(1,111
)
  
$
(756
 )

 
4

Active Power, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
 
   
Three Months Ended
March 31,
  
   
2012
    
2011
  
Operating activities
            
Net loss
  
$
(1,147
)
  
$
(1,066
)
Adjustments to reconcile net loss to cash used in operating activities:
                
Depreciation expense
    
252
      
358
  
Change to allowance for doubtful accounts
    
(75
 )    
(43
)
Unrealized gain on marketable securities
    
—
      
(8
 )
(Gain) Loss on disposal of fixed assets
    
(29
 )    
(20
 )
Stock-based compensation
    
364
      
324
  
Changes in operating assets and liabilities:
                
Restricted cash
    
(1,011
 )    
—
  
Accounts receivable
    
(4,371
)
    
    (291
 )
Inventories
    
1,051
      
(1,370
 )
Prepaid expenses and other assets
    
(502
 )    
(294
 )
Accounts payable
    
1,382
      
655
  
Accrued expenses
    
(1,167
)
    
    (2,017
 )
Deferred revenue
    
3,327
      
934
  
Long-term liabilities
    
22
      
81
  
Net cash used in operating activities
    
(1,904
)
    
(2,757
)
                 
Investing activities
                
                 
Purchases of property and equipment
    
(495
)
    
(326
)
Net cash used in investing activities
    
(495
)
    
(326
)
                 
Financing activities
                
Proceeds from private placement of common stock
    
9,750
      
—
  
Issuance costs of private placement
    
(122
 )    
—
  
Proceeds from draw on revolving line of credit
    
2,017
      
1,000
  
Payments on revolving line of credit
    
(2,017
 )    
—
  
Proceeds from employee stock purchases
    
420
      
141
  
Purchases of treasury stock
    
—
      
(12
)
Net cash provided by financing activities
    
10,048
      
1,129
  
                 
Translation gain (loss) on subsidiaries in foreign currencies
    
36
      
       310
  
                 
Change in cash and cash equivalents
    
7,685
      
(1,644
 )
Cash and cash equivalents, beginning of period
    
10,357
      
15,416
  
Cash and cash equivalents, end of period
  
$
18,042
    
$
13,772
  

See accompanying notes.

 
5

Active Power, Inc.
Notes to Condensed Consolidated Financial Statements
March 31, 2012
(unaudited)

1.
Significant Accounting Policies

Organization and Basis of presentation

Active Power, Inc. and its subsidiaries (hereinafter referred to as “we”, “us”, “Active Power” or the “Company”) manufacture and provide critical power quality and infrastructure solutions that provide business continuity and protect customers in the event of an electrical power disturbance. Our products and solutions are designed to deliver continuous clean power, protecting customers from voltage fluctuations, such as surges and sags, and frequency fluctuations, and also to provide ride-through, or temporary, power to bridge the gap between a power outage and the restoration of utility power. Our target customers are those global enterprises requiring “power insurance” because they have zero tolerance for downtime in their mission critical operations. The Uninterruptible Power Supply (“UPS”) products we manufacture use kinetic energy to provide short-term power as a cleaner alternative to electro-chemical battery-based energy. We sell stand-alone UPS products as well as complete continuous power and infrastructure solutions, including containerized continuous power systems that we brand as PowerHouse. We sell our products globally through direct, manufacturer’s representatives, Original Equipment Manufacturer (“OEM”) channels and IT partners. Our current principal markets are Europe, Middle East and Africa (“EMEA”), Asia and North America.

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include the accounts of the Company and its consolidated subsidiaries. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring items) necessary to present fairly the consolidated financial position of the Company and its consolidated results of operations and cash flows. These interim financial statements should be read in conjunction with the financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

2.
Supplemental Balance Sheet Information

Restricted Cash

Restricted cash balance of $1.4 million as of March 31, 2012 consists of secured performance and deposit guarantees given to customers. Upon satisfaction of these guarantees, the restriction on these funds will be released.

Receivables
Accounts receivable consist of the following (in thousands):

   
March 31,
2012
    
December 31,
2011
  
Trade receivables
  
$
15,871
    
$
11,500
  
Allowance for doubtful accounts
    
(262
)
    
(337
 )
   
$
15,609
    
$
11,163
  

 
6

Inventory

We state inventories at the lower of cost or market, using the first-in-first-out-method (in thousands):

   
March 31,
2012
    
December 31,
2011
  
Raw materials
  
$
5,859
    
$
6,493
  
Work in process
    
2,293
      
3,085
  
Finished goods
    
1,822
      
1,680
  
Allowances for obsolescence
    
(1,586
)
    
(1,819
)
   
$
8,388
    
$
9,439
  

Property and Equipment

Property and equipment consist of the following (in thousands):

   
March 31,
2012
    
December 31,
2011
  
Equipment
  
$
10,104
    
$
9,980
  
Demonstration units
    
2,297
      
1,345
  
Computers and purchased software
    
4,073
      
4,029
  
Furniture and fixtures
    
370
      
369
  
Leasehold improvements
    
7,511
      
7,425
  
Construction in progress
    
439
      
1,107
  
     
24,794
      
24,255
  
Accumulated depreciation
    
(21,661
)
    
(21,394
)
   
$
3,133
    
$
2,861
  

Accrued Expenses

Accrued expenses consist of the following (in thousands):

   
March 31,
2012
    
December 31,
2011
  
Compensation and benefits
  
$
1,876
    
$
3,037
  
Warranty liability
    
524
      
583
  
Property, income, state, sales and franchise tax
    
436
      
529
  
Professional fees
    
626
      
463
  
Other
    
722
      
739
  
   
$
4,184
    
$
5,351
  

Warranty Liability

Generally, the warranty period for our power quality products is 12 months from the date of commissioning or 18 months from the date of shipment from Active Power, whichever period is shorter. Occasionally we offer longer warranty periods to certain customers. The warranty period for products sold to our primary OEM customer, Caterpillar, is 12 months from the date of shipment to the end-user, or up to 36 months from shipment. This is dependent upon Caterpillar complying with our storage requirements for our products in order to preserve this warranty period beyond the standard 18-month limit. We provide for the estimated cost of product warranties at the time revenue is recognized and this accrual is included in accrued expenses and long-term liabilities on the accompanying consolidated balance sheet.

 
7
 
Changes in our warranty liability are presented in the following table (in thousands):

       
Balance at December 31, 2011
  
$
613
  
Warranty expense
    
294
  
Warranty charges incurred
    
(351
)
Balance at March 31, 2012
  
$
556
  
Warranty liability included in accrued expenses
  
$
524
  
Long-term warranty liability
    
32
  
Balance at March 31, 2012
  
$
556
  
 
Revenue Recognition

In general, we recognize revenue when four criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the sales price is fixed or determinable; and (iv) collectability is reasonably assured. In general, revenue is recognized when revenue-generating transactions generally fall into one of the following categories of revenue recognition:

 
•
We recognize product revenue at the time of shipment for substantially all products sold directly to customers and through distributors because title and risk of loss pass on delivery to the common carrier. Our customers and distributors do not have the right to return products. If title and risk of loss pass at some other point in time, we recognize such revenue for our customers when the product is delivered to the customer and title and risk of loss have passed.

 
•
We recognize installation and service and maintenance revenue at the time the service is performed.

 
•
We recognize revenue associated with extended maintenance agreements (“EMAs”) over the life of the contracts using the straight-line method, which approximates the expected timing in which applicable services are performed. Amounts collected in advance of revenue recognition are recorded as a current or long-term liability based on the time from the balance sheet date to the future date of revenue recognition.

 
•
We recognize revenue on certain rental programs over the life of the rental agreement using the straight-line method. Amounts collected in advance of revenue recognition are recorded as a current or long-term liability based on the time from the balance sheet date to the future date of revenue recognition.

 
•
Shipping costs reimbursed by the customer are included in revenue.

Multiple element arrangements (“MEAs”). Arrangements to sell products to customers frequently include multiple deliverables. Our most significant MEAs include the sale of one or more of our CleanSource UPS or PowerHouse products, combined with one or more of the following products: design services, project management, commissioning and installation services, spare parts or consumables, and EMAs. Delivery of the various products or performance of services within the arrangement may or may not coincide. Certain services related to design and consulting may occur prior to delivery of product and commissioning and installation typically takes place within six months of product delivery, depending upon customer requirements. EMAs, consumables, and repair, maintenance or consulting services generally are delivered over a period of one to five years. In certain arrangements revenue recognized is limited to the amount invoiced or received that is not contingent on the delivery of future products and services.

When arrangements include multiple elements, we allocate revenue to each element based on the relative selling price and recognize revenue when the elements have stand-alone value and the four criteria for revenue recognition have been met for each element. We establish the selling price of each element based on Vendor Specific Objective Evidence (“VSOE”) if available, Third Party Evidence (“TPE”) if VSOE is not available, or best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. We generally determine selling price based on amounts charged separately for the delivered and undelivered elements to similar customers in stand-alone sales of the specific elements. When arrangements include an EMA, we recognize revenue related to the EMA at the stated contractual price on a straight-line basis over the life of the agreement.

Any taxes imposed by governmental authorities on our revenue-producing transactions with customers are shown in our consolidated statements of operations on a net-basis; that is, excluded from our reported revenues.

 
8

3.
Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share data):
 
   
Three Months Ended
March 31,
  
   
2012
    
2011
  
             
Net loss
  
$
(1,147
)
  
$
(1,066
)
Basic and diluted:
                
Weighted-average shares of common stock outstanding used in computing basic and diluted net loss per share
    
84,829
      
79,848
  
                 
Basic and diluted net loss per share
  
$
(0.01
)
  
$
(0.01
)
                 
Common stock equivalents that were not included in the calculation because the option price was greater than the average market price of the common shares or the net loss would cause the effect of the options to be anti-dilutive:
                
Employee stock options
    
9,659
      
9,969
  
Restricted stock units
    
1,022
      
-
  
     
10,681
      
9,969
  

There were no restricted stock units outstanding at March 31, 2011. As of March 31, 2012 and 2011, respectively, there was no common stock subject to repurchase.

4.
Fair Value of Financial Instruments
 
Investments in marketable securities consist of money-market funds, commercial paper and debt securities with readily determinable fair values. Active Power accounts for investments that are reasonably expected to be realized in cash, sold or consumed during the year as short-term investments. We classify investments in marketable securities as available-for-sale and all reclassifications made from unrealized gains/losses to realized gains/losses are determined based on the specific identification method.

In accordance with our investment policy and guidelines, our short-term investments are diversified among and limited to high quality securities with a minimum of investment grade ratings. We actively monitor our investment portfolio to ensure compliance with our investment objective to preserve capital, meet liquidity requirements and maximize return on our investments. We do not require collateral or enter into master netting arrangements to mitigate our credit risk.

 
9

Effective October 1, 2008, we adopted an accounting standard that defines fair value, establishes a framework for measuring fair value as well as expands on required disclosures regarding fair value measurements. This standard applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.

Level 1—uses quoted prices in active markets for identical assets or liabilities we have the ability to access.

Level 2—uses observable inputs other than quoted prices in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3—uses one or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment.

Inputs are referred to as assumptions that market participants would use in pricing the asset or liability. The uses of inputs in the valuation process are categorized into a three-level fair value hierarchy.

Our Level 1 assets and liabilities consist of cash equivalents and short-term investments, which are primarily invested in money-market funds. These assets are classified as Level 1 because they are valued using quoted prices in active markets and other relevant information generated by market transactions involving identical assets and liabilities.

The fair value of our cash equivalents, which are primarily invested in money-market funds, was determined using the following inputs as of March 31, 2012 and December 31, 2011 (in thousands):

March 31, 2012
  
   
Fair Value Measurements at Reporting Date Using
  
   
Level 1
    
Level 2
    
Level 3
    
Total
  
Money-market funds
  
$
3,092
    
$
—
    
$
—
    
$
3,092
  
Total
  
$
3,092
    
$
—
    
$
—
    
$
3,092
  
Amounts included in:
                                
Cash and cash equivalents
  
$
3,092
    
$
—
    
$
—
    
$
3,092
  
Short-term investments
    
—
      
—
      
—
      
—
  
Total
  
$
3,092
    
$
—
    
$
—
    
$
3,092
  

December 31, 2011
  
   
Fair Value Measurements at Reporting Date Using
  
   
Level 1
    
Level 2
    
Level 3
    
Total
  
Money-market funds
  
$
3,093
    
$
—
    
$
—
    
$
3,093
  
Total
  
$
3,093
    
$
—
    
$
—
    
$
3,093
  
Amounts included in:
                                
Cash and cash equivalents
  
$
3,093
    
$
—
    
$
—
    
$
3,093
  
Short-term investments
    
—
      
—
      
—
      
—
  
Total
  
$
3,093
    
$
—
    
$
—
    
$
3,093
  

For cash and cash equivalents, marketable securities, accounts receivable, and accounts payable, the carrying amount approximates fair value because of the relative short maturity of those instruments.

5.
Guarantees
 
In certain geographical regions, particularly Europe and Africa, we are sometimes required to issue performance guarantees to our customers as a condition of sale. These guarantees usually provide financial protection to our customers in the event that we fail to fulfill our delivery or product warranty obligations. We secure these guarantees with standby letters of credit through our bank. At March 31, 2012 and December 31, 2011, we had $2,426 and $446, respectively, of performance guarantees outstanding to customers that were secured with letters of credit.

 
10
 
6.
Stockholders’ Equity
 
In March 2012 we sold approximately 14.3 million shares of common stock at a purchase price of $0.68 per share, for proceeds, net of fees and expenses, of approximately $9.6 million, in an offering made under a shelf registration statement that we had filed with the Securities and Exchange Commission and that had been declared effective in December 2009. The proceeds from this offering will be used by us to help fund our working capital requirements during 2012 and for general corporate purposes.
 
 
11
 

The following discussion should be read in conjunction with, and is qualified in its entirety by reference to, the financial statements and notes thereto included in Item 1 of this Form 10-Q and the financial statements and notes thereto and our Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2011 included in our 2011 Annual Report on Form 10-K. This report contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that involve risks and uncertainties. Our expectations with respect to future results of operations that may be embodied in oral and written forward-looking statements, including any forward-looking statements that may be included in this report, are subject to risks and uncertainties that must be considered when evaluating the likelihood of our realization of such expectations. Our actual results could differ materially. The words “believe,” “expect,” “intend,” “plan,” “project,” “will” and similar phrases as they relate to us are intended to identify such forward-looking statements. In addition, please see the “Risk Factors” in Part 1, Item 1A of our 2011 Annual Report on Form 10-K and in Part II, Item 1A of this Form 10-Q for a discussion of items that may affect our future results.

Overview

Active Power designs and manufactures continuous power and infrastructure solutions. These solutions ensure continuity for data centers and other mission critical operations in the event of power disturbances.

Our products and solutions are designed to deliver continuous conditioned (“clean”) power during power disturbances and outages, voltage sags and surges, and provide ride-through power in the event of utility failure, supporting operations until utility power is restored or a longer term alternative power source, such as a diesel generator is started.  We believe our products offer an advantage over those of our competitors in the areas of power density (less space) and energy efficiency, total cost of ownership, system reliability, modular design, and the economically green benefits of our solutions.

We have sold our patented flywheel-based uninterruptible power supply (“UPS”) systems since 1999. As of March 31, 2012, we have shipped more than 3,300 flywheels in UPS system installations, delivering more than 825 megawatts of power to customers in 42 countries around the world with more than 110 million runtime hours of operation.

In addition to selling stand alone UPS systems, we also manufacture and sell continuous power systems (“CPS”) that integrate our UPS products with other related equipment such as switchgear and backup diesel generators, and that are sold as a complete power solution for customers. Our CPS systems can be sold in a containerized format, or as individual components, and offer the same customer benefits with regard to operating efficiency, reliability and cost as our UPS products.

Our success with containerized CPS solutions enabled us to work with our partners to develop other power infrastructure solutions. We design and build enclosures that have a fully built out interior – including electrical, cooling, monitoring and other elements – ready for the customer to add their IT racks and servers. Once the customer adds their IT equipment to our infrastructure solution, they have a functional modular data center. These products can be deployed rapidly and at a lower cost than traditional brick-and-mortar solutions and are optimally suited for hyper-scale IT and cloud applications.

We are headquartered in Austin, Texas, with international offices in the United Kingdom, Germany, and China.

We continue to develop client relationships by selling directly and through our network partners. Specifically, we bring products to market through the following distribution methods:

 
•
sales made directly by us;
 
•
manufacturer’s representatives;
 
•
distributors;
 
•
OEM partners; and
 
•
strategic IT partners

We believe a number of underlying macroeconomic trends place Active Power in a strong position to be one of the leading providers of critical power protection. These trends include:

 
•
increasing business costs of downtime;
 
•
a rapidly expanding need for data center infrastructure
 
•
ever-increasing demands placed on the public utility infrastructure;
 
•
an inadequate investment in global utility infrastructure;
 
•
rising costs of energy worldwide driven by volume of energy used; and
 
•
an increasing demand for economically green solutions.

 
12
 
We have evolved significantly since the company was founded in 1992.  Our early focus was on research and development of the core products that continue to enable the business today.  Over the past several years, we have focused our efforts on brand, markets, and channels of distribution.  As we go forward, it’s critical for us to focus on both technology development to maintain and grow our leadership position and build channels of distribution to have more avenues into the market.  The technological foundation of Active Power has yielded more than 100 worldwide patents and a highly differentiated, cost-efficient product platform that we have evolved into an expanding suite of infrastructure solutions.

Active Power has developed and implemented a go-to-market strategy to set the direction for our sales and marketing initiatives and plans around the following components:

 
•
Customer:  Data Center Applications Across Vertical Markets
 
•
Distribution:  Partner Enabled Distribution Strategy Transacted Locally
 
•
Geography:  9 Global Markets around 4 Centers of Operation
 
•
Products:  Continuous Power and Infrastructure Solutions
 
•
Value:  Ingenious Efficient, Reliable, Green Solutions

As a result of this strategy, we have been successful in growing our revenue, improving our operating performance, broadening our global footprint, diversifying our customer base, broadening our sales channels and partners, and moving higher up the customer value chain with innovative developments of our core underlying product technology.

 
13

Results of Operations
 
   
Three Months ended March 31,
    
Variance 2012 vs. 2011
  
($ in thousands)
  
2012
    
% of
 total
revenue
    
2011
    
% of total
 revenue
    
$
    
%
  
Product revenue
  
$
16,406
      
83
%
  
$
14,738
      
85
%
  
$
1,668
      
11
%
Service and other revenue
    
3,392
      
17
%
    
2,591
      
15
%
    
801
      
31
%
Total revenue
    
19,798
      
100
%
    
17,329
      
100
%
    
2,469
      
14
%
Cost of product revenue
    
11,996
      
61
%
    
10,522
      
61
%
    
1,474
      
14
%
Cost of service and other revenue
    
2,495
      
13
%
    
2,097
      
12
%
    
398
      
19
%
Total cost of goods sold
    
14,491
      
73
%
    
12,619
      
73
%
    
1,872
      
15
%
Gross profit
    
5,307
      
27
%
    
4,710
      
27
%
    
597
      
13
 %
Operating expenses:
                                                
Research and development
    
1,288
      
7
%
    
921
      
5
%
    
367
      
40
%
Selling and marketing
    
3,547
      
18
%
    
3,470
      
20
%
    
77
      
2
%
General and administrative
    
1,544
      
8
%
    
1,368
      
8
%
    
176
      
13
%
Total operating expenses
    
6,379
      
32
%
    
5,759
      
33
%
    
620
      
11
%
Operating loss
    
(1,072
)
    
(5
)%
    
(1,049
 )    
(6
)%
    
23
      
2
%
Interest expense, net
    
(114
)
    
(1
 )%    
(33
)
    
—
      
81
  
 
  
245
%
Other income (expense), net
    
39
      
—
      
16
      
—
      
        23
      
144
%
Net loss
  
$
(1,147
)
    
(6
)%
  
$
(1,066
 )    
(6
)%
  
$
81
      
8
%
 
Product revenue. Product revenue primarily consists of sales of our CleanSource power quality products, CPS and other data center infrastructure solutions. Our CleanSource power quality products are comprised of both UPS and DC product lines and our CPS are comprised of our UPS systems and some combination of third party ancillary equipment, such as engine generators and switchgear. The CPS products may be sold in a containerized solution that we call PowerHouse, or as separate equipment. Our infrastructure solutions provide power distribution, cooling capabilities, security systems, fire suppression and monitoring capabilities for our IT channel partners. Our product revenue was derived from the following sources:

 
14
 
($ in thousands)
  
Three Months Ended
March 31,
    
Variance
  
   
2012
    
2011
    
$
    
%
  
Product revenue:
                        
UPS product revenue
  
$
4,216
    
$
9,315
    
$
(5,099
)
    
(55
)%
Continuous Power Systems
    
4,931
      
4,672
      
259
      
6
%
Infrastructure solutions
    
7,259
      
751
      
6,508
      
867
%
Total product revenue
  
$
16,406
    
$
14,738
    
$
1,668
      
11
%
 
Product revenue for the three-month period ended March 31, 2012 increased approximately $1.7 million, or 11%, compared to the same period of 2011.  This increase is primarily attributable to an increase in sales of data center infrastructure solutions revenues, as our solutions have gained market acceptance.  Sales related to our infrastructure solutions and CPS products are generally larger in value and are purchased by fewer customers relative to our UPS products. Sales related to our infrastructure solutions comprised 44% of our product revenue for the first quarter of 2012 compared to 5% for the first quarter of 2011, and sales related to our CPS products comprised 30% of our product revenue for the first quarter of 2012 compared to 32% for the first quarter of 2011.  Due to the small number of customers and large order values, the amount of revenues from our CPS and infrastructure solutions can fluctuate materially between quarters based on the timing of product shipments.  Sales of our UPS products decreased by 55% from the first quarter of 2011 primarily due to the absence of large UPS installations this quarter compared to our customer mix in the first quarter of 2011 and from lower sales from our OEM partners.

Product revenue increased 11%, compared to the fourth quarter of 2011 due to an increase in our infrastructure solutions and CPS products revenue . This increase compares to a 10% decrease in product revenue in the first quarter 2011 as compared to the fourth quarter of 2010, primarily due to the timing of  infrastructure solutions and CPS products revenue, UPS product revenue decreased in the first quarters of 2011, as is typical in the first quarter. The UPS industry in general, and our business in particular, traditionally has experienced a seasonal decline in revenue during the first calendar quarter of each year.

Product sales from our OEM channels for the three-month period ended March 31, 2012  decreased by approximately $4.3 million, or 80%, compared to the first quarter of 2011 and  were approximately $141,000 or 12% lower compared to the fourth quarter of 2011. The first quarter of 2011 OEM revenue included several multi-megawatt UPS installations in Europe that resulted in significant revenue that period.   The size and volume of orders from our OEM channels can fluctuate significantly on a quarterly basis and in 2012 we have seen fewer, but larger value transactions from our OEM channel.  We have supported our OEM partners’ efforts to sell total solutions to their customers that include generators and switchgear that they manufacture along with our UPS systems as a total solution. If our OEM partners are successful with this strategy, we believe that it will help drive an increase in our UPS product revenue. However, as our OEM partners sell more solutions, the quarterly volume of revenue becomes more variable. Sales to Caterpillar, our primary OEM channel, represented 6% of our product revenue for the three-month period ended March 31, 2012 compared to 36% of our product revenue in the first quarter of 2011. Caterpillar remains one of our largest customers as well as our largest OEM customer.

Our CPS and infrastructure solutions transactions tend to be larger in value and from a smaller number of customers compared to sales of our UPS products. This smaller number of customers with greater transaction value can contribute to large quarterly fluctuations in revenue from each product family, due to the timing of orders or shipments in any particular accounting period. The size of these transactions has been increasing and individual CPS and infrastructure transactions have been as high as $6 million in 2011. A small number of transactions can therefore lead to significant revenue, but cause greater volatility in our quarterly results and increase liquidity risk for us as we continue to refine and improve the payment terms of these opportunities as part of our working capital management.

The first quarter of 2012 saw a $7.1 million, or 365%, increase in product revenue from our IT channel compared to the first quarter of 2011. This increase was primarily due to the sale of infrastructure solutions for one of our IT channel partners for them to re-sell to end users in conjunction with sales of the partner’s IT and computing products.

North America revenues represented 64% of our product revenue for the three-month period ended March 31, 2012, compared to 53% for the same period in 2011 and 62% of product revenue in the three-month period ended December 31, 2011.

We also sell products directly to customers in Asia and Western Europe and we have a network of international distributors in other territories that sell products for us. In these markets, customers are more likely to purchase a total power solution from us rather than a stand-alone UPS system. This usually results in a longer selling cycle and makes quarterly results from these regions more volatile. Thus the amount of revenue from our international markets can fluctuate significantly on a quarterly basis. Product sales to customers in Asia represented 9% of our product revenue in the three-month period ended March 31, 2012, compared to 1% for the first quarter of 2011 and 14% of product revenue in the fourth quarter of 2011. Product sales in EMEA represented 26% of product revenue in the three-month period ended March 31, 2012, compared to 46% for the first quarter of 2011 and 24% of product revenue in the fourth quarter of 2011. These fluctuations are primarily attributable to variations in sales of our CPS products in each region in the relevant periods and illustrate the impact of larger orders from fewer customers on quarterly revenue for each of these regions.

 
15
 
Product sales of Active Power branded products through our direct and manufacturer’s representative channels were 39% of our product revenue for the three-month period ended March 31, 2012, compared to 51% in the first quarter of 2011, and 39% of our product revenue for the fourth quarter of 2011. As direct sales typically have higher profit margins than sales through our OEM channels, we will continue to focus on our direct sales channel to increase revenue and improve profit margins and to decrease our dependency upon our OEM channel. We believe sales of our Active Power branded products in markets that are not covered by our OEMs will continue to increase over time and will continue to become a larger percentage of our total revenue.

Our products perform well in harsh environments where power quality or reliability is particularly poor, which makes them a good fit for countries with a poor power infrastructure or in harsh manufacturing or process environments, or situations where reliability is paramount, such as mission-critical business applications. Therefore, we have traditionally focused our direct sales efforts on these types of customer situations.

Service and other revenue. Service and other revenue primarily relates to revenue generated from both traditional (after-market) service work and from customer-specific system engineering. This includes revenue from design, installation, startup, repairs or reconfigurations of our products and the sale of spare or replacement parts to our OEM and end-user customers. It also includes revenue associated with the costs of travel of our service personnel and revenues or fees received upon contract deferment or cancellation. Revenue from extended maintenance contracts with our customers is also included in this revenue category.

Service and other revenue increased by approximately $801,000, or 31%, for the three-month period ended March 31, 2012, compared to the first quarter of 2011. These increases reflect higher levels of service and contract work from direct product sales and from higher professional fees associated with PowerHouse and other CPS sales. For these CPS customers, we provide a full power solution, including design services, site preparation, installation of an entire power solution and provision of all products required to provide a turnkey product to the end user, often including maintenance services.  We had increased service revenues from maintenance contracts and repair-related activities as our increasing installed base of UPS customers provides greater opportunities to generate such revenues. Where we make sales through our OEM channel, it is typical for the OEM to provide these types of services to their end-user customers, so these revenue opportunities do not typically exist for us on our OEM sales. We anticipate that service and other revenue will continue to grow with product revenue, particularly as our PowerHouse system revenue grows and as our installed base of UPS product expands, because as more units are sold to customers, more installation, startup and maintenance services will be required.

Cost of product revenue. Cost of product revenue includes the cost of component parts of our products, ancillary equipment that is sourced from external suppliers, personnel, equipment and other costs associated with our assembly and test operations, depreciation of our manufacturing property and equipment, shipping costs, warranty costs, and the costs of manufacturing support functions such as logistics and quality assurance. The cost of product revenue as a percentage of total product revenue was 73% for the three-month period ended March 31, 2012, compared to 71% for the same period in 2011. These increases in costs as a percentage of revenue reflect higher levels of unabsorbed overhead costs attributable to a lower level of UPS system production. We continue to operate a manufacturing facility that has a manufacturing and testing capacity significantly greater than our current product revenue levels. A large portion of the costs involved in operating this manufacturing facility are fixed in nature and we can incur up to $600,000 in unabsorbed overhead each quarter depending on the level of UPS system production. We continue to work on reducing our product costs through design enhancements and modifications, vendor management programs and increasing our sales volume to absorb these expenses.

Cost of service and other revenue. Cost of service and other revenue includes the cost of component parts that we use in service or sell as spare parts, as well as labor and overhead costs of our service organization, including travel and related costs incurred in fulfilling our service obligations to our customers. Costs paid to third parties in fulfillment of service and design or installation services are also included in costs of service and other revenue. The cost of service and other revenue decreased to 74% of service and other revenue in the three-month period ended March 31, 2012, compared to 81% for the same period of 2011. The decrease in the current quarter reflects higher utilization of our service personnel and improved margins on the professional service work we perform for CPS and infrastructure systems installation. We have also had higher costs relative to the increase in service and other revenues as we have continued to expand our service team as we broaden the geographic regions where we have service capability as our total business grows. The utilization of our service personnel will also be affected by the number of PowerHouse and infrastructure solution products implemented in a particular period, and in periods where we have a low number of installation projects we would expect our costs as a percentage of revenue to increase. A large portion of the costs involved in operating our service organization are fixed in nature and we incur approximately $300,000 to $600,000 in unabsorbed overhead each quarter. We continue to work on reducing our service overhead through better utilization of our service employees and cost control measures. This infrastructure also means that we can leverage this investment and grow our service capabilities substantially by adding direct technical labor only as required.

 
16
 
Gross profit. For the three-month period ended March 31, 2012 our gross profit margin was 27% of revenue, compared to a 27% gross profit margin for the first quarter of 2011, and a 20% gross profit margin for the fourth quarter of 2011. The improvement from the previous quarter reflects improved margins on our UPS business and improved execution and pricing on manufacturing and delivery of our CPS and infrastructure solutions. Historically our CPS and infrastructure products have generated lower margins for us than sales of our UPS product because they include a higher proportion of third party ancillary equipment. Our ability to improve our gross profit will depend, in part, on our ability to continue to reduce material costs, improve our sales channel mix, increase sales of higher margin products such as our UPS products, increase product prices, improve our professional service margins through pricing and operating efficiency, and increase our total revenues to a level that will allow us to improve the utilization of our manufacturing and service operations.

Research and development. Research and development expense primarily consists of compensation and related costs for employees engaged in research, development and engineering activities, third party consulting and product development activities, as well as an allocated portion of our occupancy costs. Overall, our research and development expenses were approximately $367,000, or 40%, higher in the first quarter of 2012 compared to the first quarter of 2011 and were $172,000, or 12%, lower than the fourth quarter of 2011. We are currently developing a new generation of UPS product that we believe will offer greater power modularity and space efficiencies especially as we target the larger power market segments.   We have increased headcount to support this new product development and to support new infrastructure and UPS products that we believe will contribute to future revenue growth for us. We believe research and development expenses in the second quarter of 2012 will remain at similar levels to those recorded in the first quarter of 2012.

 
17

Selling and marketing. Selling and marketing expense primarily consists of compensation, including variable sales compensation, and related costs for sales and marketing personnel, and related travel, selling and marketing expenses, as well as an allocated portion of our occupancy costs and the cost of our foreign sales operations. Selling and marketing costs were approximately $77,000, or 2%, higher in the first quarter of 2012 compared to the first quarter of 2011 and increased approximately $132,000, or 4%, from the fourth quarter of 2011 primarily from continued investment in our sales organization size. We believe that sales and marketing expenses during the remainder of 2012 will remain at similar levels to those recorded in the first quarter of 2012, except for changes in variable selling expenses that are based on fluctuations in total revenue and gross profit margins.

General and administrative. General and administrative expense is primarily comprised of compensation and related costs for executive and administrative personnel, professional fees, and taxes, including sales, property and franchise taxes. General and administrative expenses for the first quarter of 2012 increased approximately $176,000, or 13%, compared to the same period in 2011 due to higher headcount and professional services fees, and decreased by approximately $603,000, or 28%, as compared to the fourth quarter of 2011 due to approximately $830,000 of costs we incurred during the fourth quarter of 2011 relating to separation of employment and for costs incurred in hiring a new Chief Executive Officer.

Interest expense, net. Net interest expense has increased from approximately $33,000 in the first quarter of 2011 to approximately $114,000 in the first quarter of 2012, or by 245%. We incurred higher interest expense as we had a larger average outstanding balance on our revolving credit facility. Our average cash and investments balance over the three-month period ending March 31, 2012 has decreased by $532,000, or 4%, compared to the average balance over the same period ending March 31, 2011. The lower cash balances and lower interest rate environment resulted in a decrease in interest income.

Other income (expense), net. Other income (expense) in the first quarter of 2012 and 2011 reflects foreign exchange gains (losses) on a bank account held in foreign currencies by our subsidiary company.

Liquidity and Capital Resources

Our primary sources of liquidity at March 31, 2012 are our cash and investments on hand, our bank credit facilities and projected cash flows from operating activities. If we meet our cash flow projections in our current business plan, we expect that we have adequate capital resources in order to continue operating our business for at least the next 12 months. Our business plan and our assumptions around the adequacy of our liquidity are based on estimates regarding expected revenues and future costs. However, there are potential risks in which our revenues may not meet our projections, our costs may exceed our estimates or our working capital needs may be greater than anticipated. Further, our estimates may change and future events or developments may also affect our estimates. Any of these factors may change our expectation of cash usage in the remainder of 2012 and beyond or significantly affect our level of liquidity, which may limit our opportunity to pursue certain opportunities to grow our business.

A substantial increase in sales of our PowerHouse or our infrastructure solutions products or a substantial increase in UPS sales may materially impact the amount of liquidity required to fund our operations. The amount of time between the receipt of payment from our customers and our expenditures for raw materials, manufacturing and shipment of products (the cash cycle) for sales of our CleanSource UPS product can be as short as 45 days, and is typically 60 days. However, the cash cycle on a PowerHouse sale can be as much as 210 days, depending upon customer payment terms. We intend to mitigate the financial impact of this longer cash cycle by requiring customer deposits and periodic payments where possible from our customers. This is not always commercially feasible, and in order to increase our PowerHouse sales, we may be required to make larger investments in inventory and receivables. These larger investments may require us to obtain additional sources of working capital, debt or equity financing in order to fund this business.

Should additional funding be required, we would expect to raise the required funds through borrowings or public or private sales of debt or equity securities. If we raise additional funds through the issuance of debt or equity securities, the ownership of our stockholders could be significantly diluted. If we obtain additional debt financing, a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, and the terms of the debt securities issued could impose significant restrictions on our operations. We do not know whether we will be able to secure additional funding, or funding on terms acceptable to us, to continue our operations as planned. If financing is not available, we may be required to reduce, delay or eliminate certain activities or to license or sell to others some of our proprietary technology.

 
18

The following table summarizes the quarterly changes in cash used in operating activities:

($ in thousands)
  
Three months ended
March 31,
    
Variance
2012 vs. 2011
  
   
2012
    
2011
    
$
    
%
  
Cash used in operating activities
  
$
(1,904
)
  
$
(2,757
)
  
$
853
      
31
%

Cash used in operating activities decreased by $853,000 in the three-month period ended March 31, 2012 compared to the same period of 2011. This was primarily due to changes in our working capital requirements caused by the timing of product shipments to our customers. This timing of large orders can cause large fluctuations in the amount of cash required for operations on a quarterly basis.

The fluctuations in working capital are impacted by the timing of product order and shipment. In the first quarter of 2012, we saw a $1.1 million decrease in inventory as our work-in-progress levels declined. Our receivables increased by $4.4 million over the quarter, reflecting the higher revenue levels and a higher proportion of revenues that were recognized towards the end of the reporting period compared to the first quarter of 2011. Restricted cash increased $1.0 million over the first quarter of 2012, due to a secured performance guarantee given to a customer in connection with a future order. Upon delivery of product to the customer, the guarantee will lapse and the restriction on these funds will be released. Our accounts payable increased $1.4 million since December 31, 2011, but we have seen large fluctuations in the balance of accounts payable as we receive large power and infrastructure orders, and lengthened timing of payments from our customers. Accrued expenses decreased by $1.2 million since December 31, 2011, reflecting payments of annual incentive compensation. These uses of funds were offset by an increase in deferred revenue of $3.3 million since December 31, 2011, which primarily reflects the receipt of customer deposits and advance payments related to the timing of our large CPS and infrastructure projects. We anticipate that cash provided by (used in) operations will fluctuate significantly based upon the volume and size of our CPS and infrastructure solutions sold and by the timing of product delivery relative to our reporting periods, and that such volatility in sources and uses of funds will continue as our CPS and infrastructure solutions businesses continue to grow.

The following table summarizes the quarterly changes in cash used in investing activities:

($ in thousands)
  
Three months ended
March 31,
    
Variance
2012 vs. 2011
  
   
2012
    
2011
    
$
    
%
  
Cash used in investing activities
  
$
(495
)
  
$
(326
)
  
$
(169
 )    
(52
)%

Investing activities primarily consist of purchases of property and equipment. Capital expenditures were $495,000 in the three-month period ending March 31, 2012, compared to approximately $326,000 in the same period of 2011, as we invested in multiple demonstration CPS systems in Asia and Europe, and as we commenced tooling for our next generation UPS product.
 
The following table summarizes the quarterly changes in cash provided by financing activities:

($ in thousands)
  
Three months ended
March 31,
    
Variance
2012 vs. 2011
  
   
2012
    
2011
    
$
    
%
  
Cash provided by financing activities
  
$
10,048
    
$
1,129
      
8,919
      
790
%

Funds provided by financing activities during the three months ended March 31, 2012 primarily reflect the sale of common stock pursuant to which we sold approximately 14.3 million shares of common stock at a purchase price of $0.68 per share, for proceeds, net of fees and expenses, of approximately $9.6 million, and from proceeds from the exercise of employee stock options.

The shares were sold pursuant to a prospectus included in our shelf registration statement on Form S-3 dated November 24, 2009, as amended on December 17, 2009 (Registration No. 333-163301), which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 21, 2009, as supplemented by a prospectus supplement dated March 7, 2012 filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Offering”).  No discounts or placement agent fees were payable in connection with the Offering, and we expect to use the proceeds from the Offering for working capital requirements and general corporate purposes.
 
 
19
 
In connection with the Offering, we also entered into a Side Letter Agreement with Kinderhook Partners, LP pursuant to which Kinderhook Partners, LP was granted the right to designate one member of our board of directors. We are obligated to use our reasonable best efforts to cause to be appointed any designee of Kinderhook Partners, LP to the board of directors within 10 days after we receive written notice of such designation (the “Side Letter”).  Until such designee has been appointed to our board of directors, we will invite a representative of Kinderhook Partners, LP to attend all meetings of our board of directors in a nonvoting observer capacity.
 
We  have also entered into a Resale Registration Rights Agreement (the “Rights Agreement”) pursuant to which we are obligated to prepare promptly and file with the SEC as soon as practicable, but in no event later than May 1, 2012, a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the shares) covering the resale of shares of Common Stock held by Kinderhook Partners LP.  If the registration statement is not declared effective by July 3, 2012, then we will be obliged to pay a certain amount in liquidated damages.  All expenses incurred by us in connection with registrations, filings or qualifications pursuant to the Rights Agreement will be borne by us.
 
We believe that our cash and investments and our sources of available liquidity will be sufficient to fund our operations for at least the next 12 months. Our sales cycle is such that we generally have visibility two to three quarters in advance for future orders that allows us to predict revenues over this period of time with some degree of confidence. However, a sudden change in business volume or product mix, positive or negative, from any of our business or channel partners or in our direct business could significantly impact our expected revenues. The recent global economic downturn has reduced our confidence at predicting future revenues, and even with improving economic conditions, there is still uncertainty and risk in our forecasting. This two to three quarter window of sales visibility does provide us with some opportunity to adjust expenditures or take other measures to reduce our cash consumption if we can see and anticipate a shortfall in revenue or give us time to identify additional sources of funding if we anticipate an increase in our working capital requirements due to increased revenues or changes in our revenue mix. A significant increase in sales, especially in our PowerHouse or our infrastructure solutions business, would likely increase our working capital requirements, due to the longer production time and cash cycle of sales of these products. We established a revolving bank credit facility to help finance a growth in PowerHouse and infrastructure solutions and believe that this will be adequate to sustain further growth in these products.

 
20


We invest our cash in a variety of financial instruments, including bank time deposits, and taxable variable rate and fixed rate obligations of corporations, municipalities, and local, state and national government entities and agencies. These investments are denominated in U.S. dollars.

Our interest income is sensitive to changes in the general level of U.S. interest rates, particularly since the majority of our investments are in short-term instruments. We believe that our investment policy is conservative, both in terms of the average maturity of investments that we allow and in terms of the credit quality of the investments we hold. Because of the nature of the majority of our investments, we do not believe a 1% decline in interest rates would have a material effect on interest income or their fair value.

Our international sales were historically made in U.S. dollars. As we have increased sales in foreign markets and opened operations in multiple foreign countries, we have executed more transactions that are denominated in other currencies, primarily Euro and British pounds. Those sales and expenses in currencies other than U.S. dollars can result in translation gains and losses which have not been significant to date. Currently, we do not engage in hedging activities for our international operations other than an increasing the amount of sales and support expenses being incurred in foreign currencies as a natural hedge. However, recent volatility in currencies, particularly with the pound and Euro, is increasing the amount of potential translation gains and losses and we may engage in hedging activities in the future to mitigate the risks caused by such currency volatility.

Our international business is subject to the typical risks of any international business, including, but not limited to, the risks described in Item 1A, “Risk Factors.” Accordingly, our future results could be materially harmed by the actual occurrence of any of these or other risks.


Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and our Chief Financial Officer, based on the evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) required by paragraph (b) of Rule 13a-15 or Rule 15d-15, have concluded that, as of March 31, 2012, our disclosure controls and procedures were effective to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act, (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting.

During the three months ended March 31, 2012, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15(d) under the Exchange Act that have materially affected, or that we believe are reasonably likely to materially affect, our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

PART II – OTHER INFORMATION

Item  1.

We are, from time to time, subject to various legal proceedings, claims and litigation arising in the ordinary course of business. We do not believe we are party to any currently pending legal proceedings the outcome of which may have a material effect on our operations or consolidated financial position. There can be no assurance that existing or future legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse affect on our financial position, results of operations or cash flows.

Item  1A.

You should carefully consider the risks described below and in Item 1A of our 2011 Annual Report on Form 10-K before making a decision to invest in our common stock or in evaluating Active Power and our business. The risks and uncertainties described below and in our 2011 Annual Report on Form 10-K are not the only ones we face. Additional risks and uncertainties that we do not presently know, or that we currently view as immaterial, may also impair our business operations. This report is qualified in its entirety by these risk factors.
 
 
21
 
The actual occurrence of any of the risks described below and in our 2011 Annual Report on Form 10-K could materially harm our business, financial condition and results of operations. In that case, the trading price of our common stock could decline.

Our increased emphasis on larger and more complex system solutions and customer concentration may affect our ability to accurately predict the timing of revenues and to meet short-term expectations of operating results.

Our increased emphasis on larger and more complex system solutions has increased the effort and time required by us to complete sales to customers. Further, a larger portion of our quarterly revenue is derived from relatively few large transactions with relatively few customers. For example, during the three months ended March 31, 2012, our three largest customers contributed 71% of our revenue. Any delay in completing these large sales transactions or reduction in the number of customers or large transactions, may result in significant fluctuations in our quarterly revenue. Further, we use anticipated revenues to establish our operating budgets and a large portion of our expenses, particularly rent and salaries are fixed in the short term. As a result, any shortfall or delay in revenue could result in increased losses and would likely cause our operating results to be below public expectations. The occurrence of any of these events would likely materially adversely affect our results of operations and likely cause the market price of our common stock to decline.

We are significantly dependent on our relationships with Hewlett Packard and Caterpillar. If these relationships are unsuccessful, for whatever reason, our business and financial prospects would likely suffer.

Caterpillar including its dealer network is our primary OEM customer and our largest single customer for our flywheel-based products. Caterpillar and its dealer network accounted for 24%, 19%, 16% and 7% of our revenue in 2009, 2010, 2011, and the three months ended March 31, 2012, respectively. HP is our largest IT channel partner and accounted for 12%, 25%, 36% and 52% of our revenue in 2009, 2010, 2011 and the three months ended March 31, 2012, respectively. A number of factors could cause these customers to cancel or defer orders, including interruptions to their operations due to a downturn in their industries, delays or changes in their product offerings or securing other sources for the products that we manufacture, or developing such products internally.  If our relationships with HP or with Caterpillar are not successful or suffers a material adverse change, such as a material reduction in the level of orders or their failure to timely pay us, our business and operating results would likely suffer.


None.


None.


None.


None.

 
22

Item  6.

The following documents are filed as exhibits to this report:
 
Restated Certificate of Incorporation, dated June 7, 2006
   
Second Amended and Restated Bylaws as adopted February 1, 2007
   
Amendment to Second Amended and Restated Bylaws as adopted December 6, 2007
   
4.1*
Specimen certificate for shares of Common Stock (filed as Exhibit 4.1 to Active Power’s IPO Registration Statement on Form S-l (SEC File No. 333-36946)
   
4.2*
See Exhibits 3.1, 3.2 and 3.3 for provisions of the Certificate of Incorporation and Bylaws of the registrant defining the rights of holders of common stock
   
.Severance Benefits Agreement, dated March 1, 2012, between Active Power, Inc. and J. Douglas Milner
   
Offer Letter, dated February 20, 2012, between Active Power, Inc. and J. Douglas Milner.
   
10.3 *
Securities Purchase Agreement dated March 7, 2012 between Active Power, Inc. and the Purchasers (as defined therein) (filed as Exhibit 10.1 to Active Power’s Current Report on Form 8-K filed on March 8, 2012)
   
10.4*
Side Letter Agreement dated March 7, 2012 between Active Power, Inc. and Kinderhook Partners, L.P. (filed as Exhibit 10.2 to Active Power’s Current Report on Form 8-K filed on March 8, 2012)
   
10.5*
Resale Registration Rights Agreement dated March 7, 2012 between Active Power, Inc. and Kinderhook Partners, L.P. (filed as Exhibit 10.3 to Active Power’s Current Report on Form 8-K filed on March 8, 2012)
   
Purchase Agreement, effective as of June 1, 2011, between Active Power, Inc. and Caterpillar Inc.
   
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003
   
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003
   
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 2003
   
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 2003
   
101
The following financial statements from the Active Power’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.
 
____________________________
*
Incorporated by reference to the indicated filing.
+
Confidential treatment has been requested with respect to certain portions of this exhibit.

 
23

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
ACTIVE POWER, INC.
 
(Registrant)
   
April 30, 2012
/s/    J. Douglas Milner
(Date)
J. Douglas Milner
 
President and Chief Executive Officer
(Principal Executive Officer)
   
April 30, 2012
/s/ John K. Penver
(Date)
John K. Penver
 
Vice President of Finance, Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
 
 
24

Stock widget

Investing forum

P10 Industries, Inc. Reports