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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from to
Commission File No.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number including area code:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of exchange on which registered |
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OTC |
Indicate by check mark whether the issuer (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.
Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted 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). ☒
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:
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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☒ |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 12, 2022, there were
ASCENT SOLAR TECHNOLOGIES, INC.
Quarterly Report on Form 10-Q
For the Period Ended June 30, 2022
Table of Contents
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Item 1. |
1 |
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Unaudited Condensed Consolidated Balance Sheets - as of June 30, 2022 and December 31, 2021 |
1 |
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2 |
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3 |
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5 |
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Notes to the Unaudited Condensed Consolidated Financial Statements |
6 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
15 |
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Item 3. |
21 |
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Item 4. |
21 |
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23 |
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Item 1. |
23 |
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Item 1A. |
23 |
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Item 2. |
23 |
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Item 3. |
23 |
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Item 4. |
23 |
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Item 5. |
23 |
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Item 6. |
24 |
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27 |
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes “forward-looking statements” that involve risks and uncertainties. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future net sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information and, in particular, appear under headings including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Overview.” When used in this Quarterly Report, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “foresees,” “likely,” “may,” “should,” “goal,” “target,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon information available to us on the date of this Quarterly Report.
These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among other things, the matters discussed in this Quarterly Report in the sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Factors you should consider that could cause these differences are:
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The impact of the novel coronavirus (“COVID-19”) pandemic on our business, results of operations, cash flows, financial condition and liquidity; |
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Our operating history and lack of profitability; |
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Our ability to develop demand for, and sales of, our products; |
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Our ability to attract and retain qualified personnel to implement our business plan and corporate growth strategies; |
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Our ability to develop sales, marketing and distribution capabilities; |
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Our ability to successfully develop and maintain strategic relationships with key partners, including OEMs, system integrators, distributors, and e-commerce companies, who deal directly with end users in our target markets; |
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The accuracy of our estimates and projections; |
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Our ability to secure additional financing to fund our short-term and long-term financial needs; |
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Our ability to maintain the listing of our common stock on the OTC Market; |
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The commencement, or outcome, of legal proceedings against us, or by us, including ongoing litigation proceedings; |
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Changes in our business plan or corporate strategies; |
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The extent to which we are able to manage the growth of our operations effectively, both domestically and abroad, whether directly owned or indirectly through licenses; |
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The supply, availability and price of equipment, components and raw materials, including the elements needed to produce our photovoltaic modules; |
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Our ability to expand and protect the intellectual property portfolio that relates to our consumer electronics, photovoltaic modules and processes; |
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Our ability to maintain effective internal controls over financial reporting; |
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Our ability to achieve projected operational performance and cost metrics; |
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General economic and business conditions, and in particular, conditions specific to consumer electronics and the solar power industry; and |
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Other risks and uncertainties discussed in greater detail elsewhere in this Quarterly Report and in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021. |
There may be other factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements. We undertake no obligation to publicly update or revise forward-looking statements to reflect subsequent events or circumstances after the date made, or to reflect the occurrence of unanticipated events, except as required by law.
References to “we,” “us,” “our,” “Ascent,” “Ascent Solar” or the “Company” in this Quarterly Report mean Ascent Solar Technologies, Inc.
ASCENT SOLAR TECHNOLOGIES, INC.
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
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June 30, |
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December 31, |
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2022 |
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2021 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Trade receivables, net of allowance of $ |
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Inventories, net |
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Prepaid and other current assets |
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Total current assets |
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Property, Plant and Equipment: |
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Accumulated depreciation |
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( |
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( |
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Property, Plant and Equipment, net |
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Other Assets: |
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Operating lease right-of-use assets, net |
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Patents, net of accumulated amortization of $ respectively |
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Equity method investment |
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Other non-current assets |
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Total Assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current Liabilities: |
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Accounts payable |
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$ |
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$ |
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Related party payables |
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Accrued expenses |
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Accrued interest |
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Notes payable |
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Current portion of operating lease liability |
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Total current liabilities |
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Long-Term Liabilities: |
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Non-current operating lease liabilities |
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Non-current convertible notes, net |
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Accrued warranty liability |
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Total liabilities |
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Stockholders’ Equity (Deficit): |
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Series A preferred stock, $ and $ |
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Common stock, $ and |
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Additional paid in capital |
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Accumulated deficit |
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( |
) |
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( |
) |
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Accumulated other comprehensive loss |
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( |
) |
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- |
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Total stockholders’ equity (deficit) |
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( |
) |
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( |
) |
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Total Liabilities and Stockholders’ Equity (Deficit) |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
ASCENT SOLAR TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(unaudited)
|
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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Revenues |
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Products |
$ |
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$ |
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$ |
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$ |
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Milestone and engineering |
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- |
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- |
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Total Revenues |
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Costs and Expenses |
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Costs of revenue |
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Research, development and manufacturing operations |
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Selling, general and administrative |
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Depreciation and amortization |
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Total Costs and Expenses |
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Loss from Operations |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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Other Income/(Expense) |
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Other income/(expense), net |
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- |
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Interest expense |
|
( |
) |
|
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( |
) |
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|
( |
) |
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|
( |
) |
|
Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net |
|
- |
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- |
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|
Total Other Income/(Expense) |
|
( |
) |
|
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( |
) |
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Income/(Loss) on Equity Method Investments |
|
- |
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- |
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( |
) |
|
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Net Income/(Loss) |
$ |
( |
) |
|
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|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
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Net Income/(Loss) Per Share (Basic) |
$ |
( |
) |
|
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|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
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Net Income/(Loss) Per Share (Diluted) |
$ |
( |
) |
|
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|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
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|
Weighted Average Common Shares Outstanding (Basic) |
|
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Weighted Average Common Shares Outstanding (Diluted) |
|
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Other Comprehensive Income/(Loss) |
|
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Foreign currency translation gain/(loss) |
|
( |
) |
|
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|
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- |
|
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( |
) |
|
|
- |
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|
Net Comprehensive Income/(Loss) |
$ |
( |
) |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
ASCENT SOLAR TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(unaudited)
For the Three and Six Months Ended June 30, 2022
|
|
|
Series A Preferred Stock |
|
|
Series 1A Preferred Stock |
|
|
Common Stock |
|
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Additional Paid-In |
|
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Accumulated |
|
|
Other Accumulated Comprehensive |
|
|
Total Stockholders’ Equity |
|
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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(Deficit) |
|
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Balance at January 1, 2022 |
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$ |
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$ |
- |
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$ |
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|
$ |
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$ |
( |
) |
|
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$ |
( |
) |
|
Conversion of TubeSolar Series 1A Preferred Stock into Common Stock |
|
|
- |
|
|
|
- |
|
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( |
) |
|
|
- |
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|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Conversion of Crowdex Series 1A Preferred Stock into Common Stock |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
|
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|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Conversion of BD1 Note into Common Stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Conversion of Nanyang Note into Common Stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
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|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Conversion of Fleur Note into Common Stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Net Loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
Foreign Currency Translation Loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Balance at March 31, 2022 |
|
|
|
|
|
$ |
|
|
|
|
- |
|
|
$ |
- |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
Net Loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
Foreign Currency Translation Loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Balance at June 30, 2022 |
|
|
|
|
|
$ |
|
|
|
|
- |
|
|
$ |
- |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
ASCENT SOLAR TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(unaudited)
For the Three and Six Months Ended June 30, 2021
|
|
|
Series A Preferred Stock |
|
|
Series 1A Preferred Stock |
|
|
Common Stock |
|
|
Additional Paid-In |
|
|
Accumulated |
|
|
Total Stockholders’ Equity |
|
||||||||||||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
(Deficit) |
|
|||||||||
|
Balance at January 1, 2021 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
- |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Proceeds from Issuance of Series 1A Preferred Stock |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
Proceeds from Issuance of Common Stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
Conversion of Global Ichiban Note into Common Shares |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
Relieved on Conversion of Derivative Liability |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
Net Income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2021 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
- |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Net Income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Balance at June 30, 2021 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
- |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
ASCENT SOLAR TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
|
|
|
For the Six Months Ended |
|
|||||
|
|
|
June 30, |
|
|||||
|
|
|
2022 |
|
|
2021 |
|
||
|
Operating Activities: |
|
|
|
|
|
|
|
|
|
Net income/(loss) |
|
$ |
( |
) |
|
$ |
|
|
|
Adjustments to reconcile net income (loss) to cash used in operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
Operating lease asset amortization |
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
Loss on equity method investment |
|
|
|
|
|
|
— |
|
|
Warranty reserve |
|
|
— |
|
|
|
|
|
|
Gain on extinguishment of liabilities, net |
|
|
— |
|
|
|
( |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
( |
) |
|
|
|
|
|
Inventories |
|
|
( |
) |
|
|
( |
) |
|
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
( |
) |
|
Accounts payable |
|
|
|
|
|
|
( |
) |
|
Related party payable |
|
|
|
|
|
|
( |
) |
|
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
|
Accrued interest |
|
|
|
|
|
|
|
|
|
Accrued expenses |
|
|
|
|
|
|
( |
) |
|
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
|
Investing Activities: |
|
|
|
|
|
|
|
|
|
Contributions to equity method investment |
|
|
( |
) |
|
|
— |
|
|
Payments on purchase of assets |
|
|
( |
) |
|
|
( |
) |
|
Patent activity costs |
|
|
( |
) |
|
|
|
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
Financing Activities: |
|
|
|
|
|
|
|
|
|
Proceeds from issuance of stock |
|
|
— |
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
— |
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
( |
) |
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
|
|
|
$ |
|
|
|
Non-Cash Transactions: |
|
|
|
|
|
|
|
|
|
Right-of-use assets acquired through operating lease liabilities |
|
$ |
|
|
|
$ |
— |
|
|
Purchases of equipment not yet paid at end of period |
|
$ |
|
|
|
$ |
— |
|
|
Non-cash conversions of preferred stock and convertible notes to equity |
|
$ |
|
|
|
$ |
|
|
|
Series 1A preferred stock conversion |
|
$ |
|
|
|
$ |
— |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION
Ascent Solar Technologies, Inc. and its wholly owned subsidiary (collectively, the “Company") is currently focusing on integrating its PV products into high value markets such as aerospace, satellites, near earth orbiting vehicles, and fixed wing unmanned aerial vehicles (“UAV”). The value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these industries, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like fixed-wing UAVs. Ascent sees significant overlap of the needs of end users across some of these industries and can achieve economies of scale in sourcing, development, and production in commercializing products for these customers.
On January 28, 2022 as of 5:00 pm Eastern Time, the Company effected a reverse stock split of the Company’s common stock, par value $
Following the Reverse Stock Split, the Company’s issued and outstanding shares of Common Stock were decreased from approximately
NOTE 2. BASIS OF PRESENTATION
The accompanying, unaudited, condensed consolidated financial statements have been derived from the accounting records of the Company as of June 30, 2022 and December 31, 2021, and the results of operations for the three and six months ended June 30, 2022 and 2021. All significant inter-company balances and transactions have been eliminated in the accompanying condensed consolidated financial statements.
The accompanying, unaudited, condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and footnotes typically found in U.S. GAAP audited annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. The Condensed Consolidated Balance Sheet at December 31, 2021 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. These condensed consolidated financial statements and notes should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies were described in Note 3 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes to our accounting policies as of June 30, 2022.
6
Revenue Recognition:
Product revenue. The Company recognizes revenue for the sale of PV modules and other equipment sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For module and other equipment sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognizes the related revenue as control of each individual product is transferred to the customer.
During the three months ended June 30, 2022 and 2021, the Company recognized product revenue of $
Milestone and engineering revenue. Each milestone and engineering arrangement is a separate performance obligation. The transaction price is estimated using the most likely amount method and revenue is recognized as the performance obligation is satisfied through achieving manufacturing, cost, or engineering targets. During the three and six months ended June 30, 2022, the Company recognized total Milestone and engineering revenue of $
Government contracts revenue. Revenue from government research and development contracts is generated under terms that are cost plus fee or firm fixed price. The Company generally recognizes this revenue over time using cost-based input methods, which recognizes revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost-based input methods of revenue recognition, the Company uses the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize.
Cost based input methods of revenue recognition are considered a faithful depiction of the Company’s efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying the Company’s performance obligations are excluded from the input methods of revenue recognition as the amounts are not reflective of transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made currently for the loss anticipated on the contract.
Accounts Receivable. As of June 30, 2022 and December 31, 2021, the Company had an accounts receivable, net balance of $
Deferred revenue for the six months ended June 30, 2022 was as follows:
|
Balance as of January 1, 2022 |
$ |
|
|
|
Additions |
|
|
|
|
Recognized as revenue |
|
( |
) |
|
Balance as of June 30, 2022 |
$ |
|
|
7
Recently Adopted or to be Adopted Accounting Policies
In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for smaller reporting public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years and can be adopted using either a modified retrospective or a fully retrospective method of transition. Management has not yet evaluated the impact that the adoption of ASU 2020-06 will have on the Company’s condensed consolidated financial statement presentation or disclosures.
Other new pronouncements issued but not effective as of June 30, 2022 are not expected to have a material impact on the Company’s condensed consolidated financial statements.
NOTE 4. LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN
During the year ended December 31, 2021, the Company entered into multiple financing agreements to fund operations. Further discussion of these transactions can be found in Notes 8, 9, 10, and 11 in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
The Company has continued limited PV production at its manufacturing facility. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented its product strategy. During the six months ended June 30, 2022 the Company used $
Additional projected product revenues are not anticipated to result in a positive cash flow position for the next twelve months overall and, as of June 30, 2022, the Company has a working capital deficit of $
The Company continues to accelerate sales and marketing efforts related to its consumer and military solar products and specialty PV application strategies through expansion of its sales and distribution channels. The Company continues activities related to securing additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations.
As a result of the Company’s recurring losses from operations and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises doubt as to the Company’s ability to continue as a going concern.
Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
8
NOTE 5. RELATED PARTY TRANSACTIONS
On September 15, 2021, the Company entered into a Long-Term Supply and Joint Development Agreement (“JDA”) with TubeSolar. Under the terms of the JDA, the Company will produce, and TubeSolar will purchase, thin-film photovoltaic (“PV”) foils (“PV Foils”) for use in TubeSolar’s solar modules for agricultural photovoltaic (“APV”) applications that require solar foils for its production. Additionally, the Company will receive (i) up to $
The Company and TubeSolar have also jointly established Ascent Solar Technologies Germany GmbH (“Ascent Germany”), in which TubeSolar holds of
NOTE 6. PROPERTY, PLANT AND EQUIPMENT
The following table summarizes property, plant and equipment as of June 30, 2022 and December 31, 2021:
|
|
|
As of June 30, |
|
|
As of December 31, |
|
||
|
|
|
2022 |
|
|
2021 |
|
||
|
Furniture, fixtures, computer hardware and computer software |
|
$ |
|
|
|
$ |
|
|
|
Manufacturing machinery and equipment |
|
|
|
|
|
|
|
|
|
Leasehold improvements |
|
|
|
|
|
|
- |
|
|
Manufacturing machinery and equipment, in progress |
|
|
|
|
|
|
|
|
|
Depreciable property, plant and equipment |
|
|
|
|
|
|
|
|
|
Less: Accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
|
Net property, plant and equipment |
|
$ |
|
|
|
$ |
|
|
Depreciation expense for the three months ended June 30, 2022 and 2021 was $
NOTE 7. OPERATING LEASE
The Company’s operating leases are comprised of approximately
9
As of June 30, 2022 and December 31, 2021, assets and liabilities related to the Company’s leases were as follows:
|
|
|
As of June 30, |
|
|
As of December 31, |
|
||
|
|
|
2022 |
|
|
2021 |
|
||
|
Operating lease right-of-use assets, net |
|
$ |
|
|
|
$ |
|
|
|
Current portion of operating lease liability |
|
|
|
|
|
|
|
|
|
Non-current portion of operating lease liability |
|
|
|
|
|
|
|
|
During the three months ended June 30, 2022 and 2021 the Company recorded operating lease costs included in rent expense of $
Future maturities of the operating lease liability are as follows:
|
Remainder of 2022 |
|
$ |
|
|
|
2023 |
|
|
|
|
|
2024 |
|
|
|
|
|
2025 |
|
|
|
|
|
2026 |
|
|
|
|
|
Thereafter |
|
|
|
|
|
Total lease payments |
|
|
|
|
|
Less amounts representing interest |
|
|
( |
) |
|
Present value of lease liability |
|
$ |
|
|
The remaining weighted average lease term and discount rate of the operating leases is
NOTE 8. INVENTORIES
Inventories, net of reserves, consisted of the following at June 30, 2022 and December 31, 2021:
|
|
|
As of June 30, |
|
|
As of December 31, |
|
||
|
|
|
2022 |
|
|
2021 |
|
||
|
Raw materials |
|
$ |
|
|
|
$ |
|
|
|
Work in process |
|
|
|
|
|
|
|
|
|
Finished goods |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
NOTE 9. NOTES PAYABLE
On June 30, 2017, the Company entered into an agreement with a vendor (“Vendor”) to convert the balance of their account into a note payable in the amount of $
10
NOTE 10. CONVERTIBLE NOTES
The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes:
|
|
Principal Balance 1/1/2022 |
|
New Notes |
|
Notes assigned or exchanged |
|
Notes converted |
|
Principal Balance 6/30/2022 |
|
Less: Discount Balance |
|
Net Principal Balance 6/30/2022 |
|
|||||||
|
BD1 Notes (related party) |
$ |
|
|
$ |
|
|
$ |
( |
) |
$ |
( |
) |
$ |
|
|
$ |
|
|
$ |
|
|
|
Nanyang Note |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
( |
) |
|
|
|
|
Fleur Note |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
( |
) |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
$ |
|
|
$ |
( |
) |
$ |
|
|
BD1 Convertible Note
On January 3, 2022, BD 1 Investment Holding, LLC (“BD1”) sold and assigned $
Nanyang Convertible Note
On January 21, 2022, as discussed above, BD1 assigned $
On February 2, 2022, Nanyang converted $
On July 22, 2022, Nanyang converted the remaining $
Fleur Convertible Note
On January 21, 2022, as discussed above, BD1 assigned $
On February 2, 2022, Fleur converted $
On July 22, 2022, Fleur converted the remaining $
11
NOTE 11. SERIES A PREFERRED STOCK
As of January 1, 2022, there were
The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds $
Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to $8.00 per share of Series A Preferred Stock plus any accrued and unpaid dividends.
As of June 30, 2022, there were
NOTE 12. SERIES 1A PREFERRED STOCK
Series 1A Preferred Stock – Tranche 1 Closing
As of January 1, 2022, there were
Outstanding shares of Series 1A Preferred Stock are entitled to vote together with the holders of common stock as a single class (on an as-converted to common stock basis) on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stock holders (or written consent of stockholders in lieu of meeting).
Holders of the Series 1A Preferred Stock are not entitled to any fixed rate of dividends. If the Company pays a dividend or otherwise makes a distribution payable on shares of common stock, holders of the Series 1A Preferred Stock will receive such dividend or distribution on an as-converted to common stock basis. There are no specified redemption rights for the Series 1A Preferred Stock. Upon liquidation, dissolution or winding up, holders of Series 1A Preferred Stock will be entitled to be paid out of our assets, prior to the holders of our common stock, an amount equal to $
12
On February 1, 2022 Crowdex and TubesSolar converted their remaining shares
NOTE 13. STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock
At June 30, 2022, the Company had
Preferred Stock
At June 30, 2022, the Company had
The following table summarizes the designations, shares authorized, and shares outstanding for the Company's Preferred Stock:
|
Preferred Stock Series Designation |
|
Shares Authorized |
|
|
Shares Outstanding |
|
||
|
Series A |
|
|
|
|
|
|
|
|
|
Series 1A |
|
|
|
|
|
|
|
|
|
Series B-1 |
|
|
|
|
|
|
|
|
|
Series B-2 |
|
|
|
|
|
|
|
|
|
Series C |
|
|
|
|
|
|
|
|
|
Series D |
|
|
|
|
|
|
|
|
|
Series D-1 |
|
|
|
|
|
|
|
|
|
Series E |
|
|
|
|
|
|
|
|
|
Series F |
|
|
|
|
|
|
|
|
|
Series G |
|
|
|
|
|
|
|
|
|
Series H |
|
|
|
|
|
|
|
|
|
Series I |
|
|
|
|
|
|
|
|
|
Series J |
|
|
|
|
|
|
|
|
|
Series J-1 |
|
|
|
|
|
|
|
|
|
Series K |
|
|
|
|
|
|
|
|
Series A Preferred Stock
Refer to Note 11 for Series A Preferred Stock activity.
Series 1A Preferred Stock
Refer to Note 12 for Series 1A Preferred Stock activity.
Series B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, and K Preferred Stock
There were no transactions involving the Series B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, or K during the three and six months ended June 30, 2022 and 2021.
13
NOTE 14. SUBSEQUENT EVENTS
Private Placement Offering of Bridge Promissory Note
On August 4, 2022, the Company received $
Private Placement Offering of Common Stock and Warrant
On August 8, 2022, the Company entered into a securities purchase agreement (“SPA”) with Lucro for the private placement (the “Private Placement”) of an aggregate of
Each Warrant will be exercisable for
At closing, the Company will receive $
The closing of the Private Placement is conditioned on the Company receiving conditional approval of the listing of its shares of Common Stock on the Nasdaq Capital Market, conditioned solely on the consummation of the Private Placement. The closing of the Private Placement is also subject to other customary closing conditions.
The closing of the Private Placement is expected to close no later than August 31, 2022. Shortly after the closing of the Private Placement, the Company expects that its shares of Common Stock will begin trading on the Nasdaq Capital Market.
Convertible Notes
|
|
• |
Subsequent to June 30, 2022, the Company and Nanyang agreed to waive the |
|
|
• |
Subsequent to June 30, 2022, the Company and Fleur agreed to waive the |
14
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes to those financial statements appearing elsewhere in this Form 10-Q and our audited financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 14, 2022. This discussion and analysis contains statements of a forward-looking nature relating to future events or our future financial performance. As a result of many factors, our actual results may differ materially from those anticipated in these forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should carefully read the “Risk Factors” section of this Quarterly Report and of our Annual Report on Form 10-K for the year ended December 31, 2021 to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section entitled “Forward-Looking Statements.”
Overview
We target high-value specialty solar markets. These include aerospace, defense, emergency management and consumer/OEM applications. This strategy enables us to fully leverage what we believe are the unique advantages of our technology, including flexibility, durability and attractive power to weight and power to area performance. It further enables us to offer unique, differentiated solutions in large markets with less competition, and more attractive pricing.
Specifically, we focus on commercializing our proprietary solar technology in three highest-value PV verticals:
I. Aerospace: Space, Near-space and Fixed Wing UAV
II. Public Sector: Defense and Emergency Management
III. Commercial Off-grid and Portable Power
We believe the value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these verticals, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like airships and fixed-wing UAVs. Ascent sees significant overlap in the needs of end users across some of these verticals and believes it can achieve economies of scale in sourcing, development, and production in commercializing products for these customers.
The integration of Ascent's solar modules into space, near space, and aeronautic vehicles with ultra-lightweight and flexible solar modules is an important market opportunity for the Company. Customers in this market have historically required a high level of durability, high voltage and conversion efficiency from solar module suppliers, and we believe our products are well suited to compete in this premium market.
For the six months ended June 30, 2022, we generated $1,203,781 of total revenue. As of June 30, 2022, we had an accumulated deficit of $434,392,822.
In January 2017, Ascent was awarded a contract to supply high-voltage SuperLight thin-film CIGS PV blankets. These 50W, fully laminated, flexible blankets were manufactured using a new process that was optimized for high performance in near-space conditions at elevated temperatures, and are custom designed for easy modular integration into series and parallel configurations to achieve the desired voltage and current required for such application.
In November 2017, Ascent introduced the next generation of our USB-based portable power systems with the XD™ series. The first product introduced was the XD-12 which, like previous products, is a folding, lightweight, easily stowable, PV system with USB power regulation. Unique to this generation of PV portable power is more PV power (12 Watts) and a 2.0 Amp smart USB output to enable the XD-12 to charge most smartphones, tablets, and USB-enabled devices as fast as a wall outlet. The enhanced smart USB circuit works with the device to be charged so that the device can determine the maximum power it is able to receive from the XD-12 and ensures the best possible charging performance directly from the sun.
Also in 2017, Ascent manufactured a new micro-module for a space customer, approximately 12.8mm x 50mm (0.5in x 2.0in) in size that is ideal for both laboratory-scale environmental testing, and for subsequent integration into flight experiments.
15
In February 2018, the Company introduced the second product in our XD series. Delivering up to 48 Watts of solar power, we believe the durable and compact Ascent XD-48 Solar Charger is the ideal solution for charging many portable electronics and off-grid power systems. The XD-48’s versatility allows it to charge both military and consumer electronics directly from the sun wherever needed. Like the XD-12, the XD-48 has a compact and portable design, and its rugged, weather-resistant construction withstands shocks, drops, damage and even minor punctures to power through the harshest conditions.
In March 2018, we collaborated with a European based customer for their lighter-than-air, helium-filled airship project, which was based on our newly developed ultra-light modules with substrate material that was half of the thickness of our standard modules. In 2019, we completed a repeat order from the same customer who had since established its airship development operation in the US. In 2020, we received a third and enlarged order from the same customer and completed the order in the second quarter of 2021. Most recently, in the 4th quarter of 2021 we received a fourth order that was fulfilled during the 2nd quarter of 2022.
On September 15, 2021, the Company entered into a Long-Term Supply and Joint Development Agreement (“JDA”) with TubeSolar, a significant existing stakeholder in the Company. See “Principal Stockholders,” and “Certain Transactions.” Under the terms of the JDA, the Company will produce, and TubeSolar will purchase, thin-film PV foils (“PV Foils”) for use in TubeSolar’s solar modules for agricultural photovoltaic (“APV”) applications that require solar foils for its production. Under the JDA, the Company will receive (i) up to $4 million of non-recurring engineering (“NRE”) fees, (ii) up to $13.5 million of payments upon achievement of certain agreed upon production and cost structure milestones, and (iii) product revenues from sales of PV Foils to TubeSolar. The JDA has no fixed term, and may only be terminated by either party for breach.
The Company and TubeSolar have also jointly established a subsidiary company in Germany, in which TubeSolar holds a minority stake of 30% (the “JV”). The purpose of the JV is to establish and operate a PV manufacturing facility in Germany that will produce and deliver PV Foils exclusively to TubeSolar. Until the JV facility is fully operational, PV Foils will be manufactured in the Company’s existing facility in Thornton, Colorado. The parties expect to jointly develop next generation tooling for use in manufacturing PV Foils at the JV facility. The Company purchased 17,500 shares of the JV for 1 Euro per share, on November 10, 2021.
We continue to design and manufacture PV integrated portable power applications for commercial and military users, including the US Marine Corps, US AF Special Operations Command, US Special Operations Command, US Army Special Operations Command, US Army Futures Command, and others. Due to the high durability enabled by the monolithic integration employed by our technology, the capability to customize modules into different form factors and what we believe is the industry leading light weight and flexibility provided by our modules, we believe that the potential applications for our products are extensive, including anywhere that may need power generation such as in disaster recovery and emergency preparedness, commercial and personal adventure expeditions to remote areas, humanitarian efforts in areas with poor power infrastructure, photography and filming involved in wildlife observation, and elsewhere needing remote and mobile power generation.
Commercialization and Manufacturing Strategy
We manufacture our products by affixing a thin CIGS layer to a flexible, plastic substrate using a large format, roll-to-roll process that permits us to fabricate our flexible PV modules in an integrated sequential operation. We use proprietary monolithic integration techniques which enable us to form complete PV modules with little to no back-end assembly cost of inter- cell connections. Traditional PV manufacturers assemble PV modules by bonding or soldering discrete PV cells together. This manufacturing step typically increases manufacturing costs and at times proves detrimental to the overall yield and reliability of the finished product. By reducing or eliminating this added step using our proprietary monolithic integration techniques, we believe we can achieve cost savings in, and increase the reliability of, our PV modules. All tooling necessary for us to meet our near-term production requirements is installed in our Thornton, Colorado plant.
We plan to continue the development of our current PV technology to increase module efficiency, improve our manufacturing tooling and process capabilities and reduce manufacturing costs. We also plan to continue to take advantage of research and development contracts to fund a portion of this development.
16
Significant Trends, Uncertainties and Challenges
We believe the significant trends, uncertainties and challenges that directly or indirectly affect our financial performance and results of operations include:
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|
• |
Our ability to generate customer acceptance of and demand for our products; |
|
|
• |
Successful ramping up of commercial production on the equipment installed; |
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|
• |
The substantial doubt about our ability to continue as a going concern due to our history of operating losses; |
|
|
• |
Successful and timely certification for use in our target markets; |
|
|
• |
Successful operating of production tools to achieve the efficiencies, throughput and yield necessary to reach our cost targets; |
|
|
• |
Salability of the products we design at a price sufficient to generate profits; |
|
|
• |
Our ability to raise sufficient capital to enable us to reach a level of sales sufficient to achieve profitability on terms favorable to us; |
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|
• |
Effective management of the planned ramp up of our domestic and international operations; |
|
|
• |
Our ability to successfully develop and maintain strategic relationships with key partners, including OEMs, system integrators, distributors, retailers and e-commerce companies, who deal directly with end users in our target markets; |
|
|
• |
Our ability to maintain the listing of our common stock on the OTC Market; |
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|
• |
Our ability to maintain effective internal controls over financial reporting; |
|
|
• |
Our ability to achieve projected operational performance and cost metrics; |
|
|
• |
Our ability to enter into commercially viable licensing, joint venture, or other commercial arrangements; |
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|
• |
Availability of raw materials; |
|
|
• |
Potential loss of intellectual property; and |
|
|
• |
COVID-19 and the uncertainty around the continued duration and effect of the worldwide pandemic. |
Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been derived from the accounting records of Ascent Solar Technologies, Inc. and Ascent Solar (Asia) Pte. Ltd. (collectively, the “Company") as of June 30, 2022 and December 31, 2021, and the results of operations for the three and six months ended June 30, 2022 and 2021. Ascent Solar (Asia) Pte. Ltd. is wholly owned by Ascent Solar Technologies, Inc. All significant inter-company balances and transactions have been eliminated in the accompanying condensed consolidated financial statements.
17
Critical Accounting Policies and Estimates
Critical accounting policies used in reporting our financial results are reviewed by management on a regular basis. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Processes used to develop these estimates are evaluated on an ongoing basis. Estimates are based on historical experience and various other assumptions that are believed to be reasonable for making judgments about the carrying value of assets and liabilities. Actual results may differ as outcomes from assumptions may change.
The Company’s significant accounting policies were described in Note 3 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes to our accounting policies as of June 30, 2022.
Results of Operations
Comparison of the Three Months Ended June 30, 2022 and 2021
|
|
|
Three Months Ended June 30, |
|
|
|
|
|
|||||
|
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|||
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
$ |
627,571 |
|
|
$ |
380,488 |
|
|
$ |
247,083 |
|
|
Milestone and engineering |
|
|
10,000 |
|
|
|
- |
|
|
|
10,000 |
|
|
Total Revenues |
|
|
637,571 |
|
|
|
380,488 |
|
|
|
257,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Revenue |
|
|
576,994 |
|
|
|
423,861 |
|
|
|
153,133 |
|
|
Research, development and manufacturing operations |
|
|
1,453,273 |
|
|
|
901,850 |
|
|
|
551,423 |
|
|
SG&A |
|
|
871,881 |
|
|
|
800,416 |
|
|
|
71,465 |
|
|
Depreciation |
|
|
17,838 |
|
|
|
12,064 |
|
|
|
5,774 |
|
|
Total Costs and Expenses |
|
|
2,919,986 |
|
|
|
2,138,191 |
|
|
|
781,795 |
|
|
Loss From Operations |
|
|
(2,282,415 |
) |
|
|
(1,757,703 |
) |
|
|
(524,712 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income/(expense), net |
|
|
2,000 |
|
|
|
- |
|
|
|
2,000 |
|
|
Interest Expense |
|
|
(32,370 |
) |
|
|
(169,472 |
) |
|
|
137,102 |
|
|
Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities |
|
|
- |
|
|
|
234,236 |
|
|
|
(234,236 |
) |
|
Total Other Income/(Expense) |
|
|
(30,370 |
) |
|
|
64,764 |
|
|
|
(95,134 |
) |
|
Income/(Loss) on Equity Method Investments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Net (Loss)/Income |
|
$ |
(2,312,785 |
) |
|
$ |
(1,692,939 |
) |
|
$ |
(619,846 |
) |
Comparison of the Three Months Ended June 30, 2022 and 2021
Total Revenues. Our total revenues increased by $257,083, or 68%, for the three months ended June 30, 2022 when compared to the same period in 2021, due primarily to the completion of a larger order in the current period.
Cost of revenue. Cost of revenues is primarily comprised of repair and maintenance, material costs, and direct labor and overhead expenses. Our Cost of revenues increased by $153,133, or 36%, for the three months ended June 30, 2022 when compared to the same period in 2021. This is due primarily to the increase in repair and maintenance, personnel, materials and freight, and other operating costs as a result of an increase in operations during the three months ended June 30, 2022 when compared to the same period in 2021. Management believes our factory is significantly under-utilized, and a substantial increase in revenue would result in marginal increases to Direct Labor and Overhead included in the Cost of revenues. As such management’s continued focus going forward is to improve gross margin through increased sales and improved utilization of our factory.
18
Research, development and manufacturing operations. Research, development and manufacturing operations costs include costs incurred for product development, pre-production and production activities in our manufacturing facility. Research, development and manufacturing operations costs also include costs related to technology development. Research, development and manufacturing operations costs increased by $551,423, or 61%, for the three months ended June 30, 2022 when compared to the same period in 2021. This is due primarily to an increase in personnel and other operating costs as a result of increased level of operations in the current period as compared to the Company’s restart status in the same period in 2021.
Selling, general and administrative. Selling, general and administrative expenses increased by $71,465, or 9%, for the three months ended June 30, 2022 when compared to the same period in 2021. The increase in costs is due primarily to increased administrative costs in the current period as compared to the Company’s restart status in the same period in 2021.
Other Income/Expense. Other expense was $30,370 for the three months ended June 30, 2022, compared to other income of $64,764 for the same period in 2021, a decline of $95,134. The decline is due primarily to a one time gain recognized in 2021 and not repeated in 2022.
Net (Loss)/Income. Our Net Loss increased by $619,846, or 37%, for the three months ended June 30, 2022 compared to the same period in 2021 due primarily to the items mentioned above.
Comparison of the six months ended June 30, 2022 and 2021
|
|
|
Six Months Ended June 30, |
|
|
|
|
|
|||||
|
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|||
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
Product Revenue |
|
$ |
681,781 |
|
|
$ |
545,646 |
|
|
$ |
136,135 |
|
|
Milestone and engineering |
|
|
522,000 |
|
|
|
- |
|
|
|
522,000 |
|
|
Total Revenues |
|
|
1,203,781 |
|
|
|
545,646 |
|
|
|
658,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Revenue |
|
|
1,109,885 |
|
|
|
496,643 |
|
|
|
613,242 |
|
|
Research, development and manufacturing operations |
|
|
2,859,595 |
|
|
|
1,629,886 |
|
|
|
1,229,709 |
|
|
SG&A |
|
|
1,693,145 |
|
|
|
1,362,126 |
|
|
|
331,019 |
|
|
Depreciation |
|
|
34,503 |
|
|
|
24,936 |
|
|
|
9,567 |
|
|
Total Costs and Expenses |
|
|
5,697,128 |
|
|
|
3,513,591 |
|
|
|
2,183,537 |
|
|
Loss From Operations |
|
|
(4,493,347 |
) |
|
|
(2,967,945 |
) |
|
|
(1,525,402 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expense), net |
|
|
2,000 |
|
|
|
800 |
|
|
|
1,200 |
|
|
Interest Expense |
|
|
(2,118,685 |
) |
|
|
(731,550 |
) |
|
|
(1,387,135 |
) |
|
Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities |
|
|
- |
|
|
|
3,852,140 |
|
|
|
(3,852,140 |
) |
|
Total Other Income/(Expense) |
|
|
(2,116,685 |
) |
|
|
3,121,390 |
|
|
|
(5,238,075 |
) |
|
Income/(Loss) on Equity Method Investments |
|
|
(2 |
) |
|
|
- |
|
|
|
(2 |
) |
|
Net (Loss)/Income |
|
$ |
(6,610,034 |
) |
|
$ |
153,445 |
|
|
$ |
(6,763,479 |
) |
Comparison of the six months ended June 30, 2022 and 2021
Total Revenues. Our total revenues increased by $658,135, or 121%, for the six months ended June 30, 2022 when compared to the same period in 2021, due primarily to the increased order from a repeat customer and NRE fees from TubeSolar in the current period.
Cost of revenue. Cost of revenues is primarily comprised of repair and maintenance, direct labor, and overhead expenses. Our Cost of revenues increased by $613,242, or 123%, for the six months ended June 30, 2022 when compared to the same period in 2021. This is due primarily to the increase in repair and maintenance, materials and freight, personnel, and other
19
operating costs as a result of an increase in operations during the six months ended June 30, 2022 when compared to the same period in 2021. During the first half of 2021, the Company continued to ramp up its operations and incurred less expenses when compared to current year results. Management believes our factory is significantly under-utilized, and a substantial increase in revenue would result in marginal increases to Direct Labor and Overhead included in the Cost of revenues. As such management’s continued focus going forward is to improve gross margin through increased sales and improved utilization of our factory.
Research, development and manufacturing operations. Research, development and manufacturing operations costs include costs incurred for product development, pre-production and production activities in our manufacturing facility. Research, development and manufacturing operations costs also include costs related to technology development. Research, development and manufacturing operations costs increased by $1,229,709, or 75%, for the six months ended June 30, 2022 when compared to the same period in 2021. This is due primarily to an increase in repair and maintenance, personnel and other operating costs as a result of increased level of operations in the current period as compared to the Company’s restart status in the same period in 2021.
Selling, general and administrative. Selling, general and administrative expenses increased by $331,019, or 24%, for the six months ended June 30, 2022 when compared to the same period in 2021. The increase in costs is due primarily to increased administrative costs in the current period as compared to the Company’s restart status in the same period in 2021.
Other Income/Expense. Other expense was $2,116,685 for the six months ended June 30, 2022, compare to other income of $3,121,390 in the same period 2021, a decline of $5,238,075. The decline is due primarily to a gain from the change in fair value of derivative liabilities recognized in the prior period and not repeated in the current period, and additionally, as a result of the Company accelerating the amortization of approximately $2 million in convertible debt discount and recognizing it as interest expense upon conversion of certain notes to equity in the current period.
Net (Loss)/Income. Our Net Loss was $6,610,034 for the six months ended June 30, 2022, compared to Net Income of $153,445 in the same period in 2021, a decline of $6,763,479. The decline is due primarily to the items mentioned above.
Liquidity and Capital Resources
The Company has continued limited PV production at its manufacturing facility. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented its product strategy. During the six months ended June 30, 2022 the Company used $5,375,684 in cash for operations.
Additional projected total revenues are not anticipated to result in a positive cash flow position for the year overall and, as of June 30, 2022, the Company has working capital deficit of $1,085,161. As such, cash liquidity would not be sufficient for the next twelve months and will require additional financing.
The Company continues to accelerate sales and marketing efforts related to its military solar products and specialty PV application strategies through expansion of its sales and distribution channels. The Company has begun activities related to securing additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations.
As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises doubt as to the Company’s ability to continue as a going concern.
Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
20
Statements of Cash Flows Comparison of the Six Months Ended June 30, 2022 and 2021
For the six months ended June 30, 2022, our cash used in operations was $5,375,684 compared to $4,213,354 for the six months ended June 30, 2021, an increase of $1,162,330. The increase is due primarily to the scaling up of operations during the current period as compared to the Company’s restart status in the 2021 six months period. For the six months ended June 30, 2022, cash used in investing activities was $156,804 compared to $96,738 used in investing activities for the six months ended June 30, 2021. This change was due primarily to the Company investing in Ascent Germany and purchasing new PP&E in the current period. During the six months ended June 30, 2022, net cash used in operations of $5,375,684 were primarily funded through the proceeds from issuances of preferred and common stock during 2021.
Off Balance Sheet Transactions
As of June 30, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Smaller Reporting Company Status
We are a “smaller reporting company” meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. As a smaller reporting company, we may rely on exemptions from certain disclosure requirement that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and smaller reporting companies have reduced disclosure obligations regarding executive compensation.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Exchange Risk
We hold no significant funds and have no significant future obligations denominated in foreign currencies as of June 30, 2022.
Although our reporting currency is the U.S. Dollar, we may conduct business and incur costs in the local currencies of other countries in which we may operate, make sales and buy materials. As a result, we are subject to currency translation risk. Further, changes in exchange rates between foreign currencies and the U.S. Dollar could affect our future net sales and cost of sales and could result in exchange losses.
Interest Rate Risk
Our exposure to market risks for changes in interest rates relates primarily to our cash equivalents and investment portfolio. As of June 30, 2022, our cash equivalents consisted only of operating accounts held with financial institutions. From time to time, we may hold restricted funds, money market funds, investments in U.S. government securities and high-quality corporate securities. The primary objective of our investment activities is to preserve principal and provide liquidity on demand, while at the same time maximizing the income we receive from our investments without significantly increasing risk. The direct risk to us associated with fluctuating interest rates is limited to our investment portfolio, and we do not believe a change in interest rates will have a significant impact on our financial position, results of operations, or cash flows.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures. Our management conducted an evaluation required by
21
Rules 13a-15 and 15d-15 under the Exchange Act of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the Exchange Act as of June 30, 2022. Based on this evaluation, our management concluded the design and operation of our disclosure controls and procedures were effective as of June 30, 2022.
Changes in Internal Control Over Financial Reporting
There were no changes in internal control over financial reporting during the six months ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
22
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.
Item 1A. Risk Factors
The COVID-19 pandemic in the United States and world-wide has caused business disruption which may negatively impact the Company’s operations and results. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration. It is therefore likely there will be an impact on the Company’s operating activities and results. However, the related financial impact and duration cannot be reasonably estimated at this time.
In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors disclosed under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes to our risk factors from those included in our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Use of Proceeds
Not applicable.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the six months ended June 30, 2022.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
The exhibits listed on the accompanying Index to Exhibits on this Form 10-Q are filed or incorporated into this Form 10-Q by reference.
EXHIBIT INDEX
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Exhibit No. |
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Description |
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3.1 |
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3.2 |
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3.3 |
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3.4 |
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3.5 |
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3.6 |
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3.7 |
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3.8 |
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3.9 |
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3.10 |
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3.11 |
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3.12 |
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3.13 |
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3.14 |
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3.15 |
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3.16 |
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3.17 |
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4.1 |
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4.2 |
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4.3 |
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10.1 CTR |
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10.2 CTR |
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10.3 |
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10.4 CTR |
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10.5 |
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10.6 CTR |
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10.7 |
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10.8† |
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10.9† |
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10.10† |
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10.11+ |
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10.12+ |
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10.13 |
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10.14 |
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10.15 |
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10.16 |
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10.17 |
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31.1* |
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Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2* |
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Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1* |
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Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2* |
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Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
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101.INS |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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* |
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Filed herewith |
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CTR |
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Portions of this exhibit have been omitted pursuant to a request for confidential treatment. |
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† |
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Denotes management contract or compensatory plan or arrangement. |
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+ |
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Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. |
26
ASCENT SOLAR TECHNOLOGIES, INC.
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 on the 12th day of August, 2022.
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ASCENT SOLAR TECHNOLOGIES, INC. |
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August 12, 2022 |
By: |
/s/ VICTOR LEE |
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Lee Kong Hian (aka Victor Lee) President and Chief Executive Officer (Principal Executive Officer) |
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August 12, 2022 |
By: |
/s/ MICHAEL J. GILBRETH |
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Michael J. Gilbreth Chief Financial Officer (Principal Financial and Accounting Officer) |
27