ITEM 1A. RISK FACTORS 11
ITEM 1B. UNRESOLVED STAFF COMMENTS 20
ITEM 2. PROPERTIES 20
ITEM 3. LEGAL PROCEEDINGS 20
ITEM 4. MINE SAFETY DISCLOSURES 20
PART II
ITEM 6. SELECTED FINANCIAL DATA 21
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 28
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 28
ITEM 9A CONTROLS AND PROCEDURES 29
ITEM 9B. OTHER INFORMATION 29
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTS INSPECTIONS 29
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 30
ITEM 11. EXECUTIVE COMPENSATION 35
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 44
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 45
SIGNATURES 47
FINANCIAL STATEMENTS F-1
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description
of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results,
performance or achievements to be materially different from any future results, performances or achievements expressed or implied by
the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned
“Risk Factors” below. In some cases, you can identify forward-looking statements by terms such as “anticipates,”
“believes,” “could,” “estimates,” “expects,” “intends,” “may,”
“plans,” “potential,” “predicts,” “projects,” “should,” “would,”
and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect
to future events and are based on assumptions and subject to risks and uncertainties. You should read these factors and the other cautionary
statements made in this report and in the documents we incorporate by reference into this report as being applicable to all related forward-looking
statements wherever they appear in this report or the documents we incorporate by reference into this report. If one or more of these
factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially
from any future results, performance or achievements expressed or implied by these forward-looking statements.
Given
these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements include,
among other things, statements relating to :
● our ability to continue as a going concern;
● our ability to grow net revenue and increase our gross profit margin;
● our dependence on the growth in demand for our products;
● our ability to retain key members of our senior management;
● our dependence on our major customers.
Also,
forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and
the documents that we reference, and file as exhibits to this report completely and with the understanding that our actual future results
may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements
publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even
if new information becomes available in the future.
Use
of Certain Defined Terms
Except
where the context otherwise requires and for the purposes of this report only:
● “Exchange Act” refers the Securities Exchange Act of 1934, as amended;
● “SEC” refers to the Securities and Exchange Commission; and
● “Securities Act” refers to the Securities Act of 1933, as amended.
PART
I
ITEM
1 – BUSINESS
Overview
We design, develop, manufacture,
and sell advanced lithium-ion energy storage solutions for the material handling sector which includes lift trucks, airport ground support
equipment (“GSE”), and other industrial and commercial applications. We believe our mobile and stationary energy storage solutions
provide customers with a reliable, high performing, cost effective, and more environmentally friendly alternative as compared to traditional
lead acid and propane-based solutions. Our modular and scalable design allows different configurations of lithium-ion battery packs to
be paired with our proprietary wireless battery management system (“SkyBMS”) to provide the level of energy storage required
and “state of the art” real time monitoring of pack performance. We believe that the increasing demand for lithium-ion battery
packs in the material handling sector continues to drive our current revenue growth.
Our
Strategy
Our business strategy is to meet
the rapidly growing demand for lithium-ion energy storage solutions and to be the supplier of choice, targeting large fleets of forklifts
and GSEs as a priority. We intend to reach this goal by investing in research and development to expand our product mix, expanding our
sales and marketing efforts, improving our customer support efforts and continuing our efforts to improve production capacity and efficiencies.
Our research and development efforts will continue to focus on providing adaptable, reliable and cost effective energy storage solutions
for customers. In addition, our strategy includes obtaining Underwriters Laboratory (“UL”) Listing on most of our products.
We believe that a UL Listing demonstrates the safety, reliability and durability of our products and gives us an important competitive
advantage over other lithium-ion energy suppliers. Many of our LiFT Packs have been approved for use by leading industrial motive manufacturers,
including Toyota Material Handling USA, Inc., Crown Equipment Corporation, and The Raymond Corporation.
Within our industrial market segments,
we believe that our lithium-ion LiFT Pack solutions provide cost, performance and environmental benefits over existing lead acid batteries
and propane-based power solutions including:
● longer operation and multiple shifts with fewer batteries;
● reduced energy and maintenance costs;
● faster recharging; and
● longer lifespan.
Additionally,
the toxic nature of lead acid batteries presents significant safety and environmental issues as they are subject to Environmental Protection
Agency lead acid battery reporting requirements, may create an environmental hazard in the event of a cell breach, and emit combustible
gases during charging.
As
a result of the advantages lithium-ion battery technology provide over lead acid batteries, we have experienced significant growth in
our business. We believe the industry is gaining strong momentum of a trend toward the adoption of lithium-ion technology to displace
lead acid and propane-based energy storage solutions, and based on North American sales data from the Industrial Truck Association (“ITA”),
we estimate the market to be a multi-billion dollar per year opportunity.
Critical
to our success is our innovative and proprietary versatile BMS that optimizes the performance of our lithium-ion energy solutions
and provides a platform for adding new battery pack features, including customized telemetry (pack data and reports available anytime,
anywhere) for customers. The BMS serves as the brain of the battery pack, managing cell balancing, charging, discharging, monitoring
and communication between the pack and the forklift.
Our
engineers design, develop, test, and service our products. We source our battery cells from limited number of suppliers in China and the remainder
of the components primarily from vendors in the United States. Final assembly, testing and shipping of our products is done from our
ISO 9001 certified facility in Vista, California, which includes three assembly lines.
Recent
Developments
On
September 22, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with several institutional
and accredited investors (the “Purchasers”), pursuant to which the Company agreed to sell in a registered direct offering
an aggregate of 2,142,860 shares of Common Stock of the Company (the “Shares”) and warrants to purchase up to 1,071,430 shares
of its common stock (the “Warrants”), at a combined purchase price of $7.00 per share and related Warrant, for aggregate
gross proceeds to the Company of approximately $15 million, before deducting placement agent fees and offering expenses payable by the
Company (the “Registered Offering”). Subject to certain ownership limitations, the Warrants will be exercisable immediately
from the date of issuance, will expire on the five (5) year anniversary of the date of issuance and will have an exercise price of $7.00
per share. The exercise price of the Warrants is subject to certain adjustments, including stock dividends, stock splits, combinations
and reclassifications of the Company’s common stock.
The
Registered Offering closed on September 27, 2021.
Pursuant
to an engagement letter, dated as of September 22, 2021, we have engaged H.C. Wainwright & Co., LLC (“HCW” or the “Placement
Agent”) to act as our exclusive Placement Agent in connection with the Registered Offering. As compensation in connection with
the Registered Offering, the Company paid HCW a cash fee equal to 6.0% of the gross proceeds of the Registered Offering.
The
net proceeds from the Registered Offering, after deducting placement agent fees and offering expenses, are approximately $14 million.
The
Shares and the Warrants and the shares issuable upon exercise of the Warrants were offered and are being sold by the Company pursuant
to an effective shelf registration statements on Form S-3 (File No. 333-249521), which was originally filed with the SEC on October 16,
2020 and declared effective on October 26, 2020.
DESCRIPTION
OF OUR BUSINESS
Our
Business
We
have leveraged our experience in lithium-ion technology to design and develop a suite of LiFT Pack and related industrial and commercial
product lines that we believe provide attractive solutions to customers seeking an alternative to lead acid and propane-based power products.
We believe that the following attributes are significant contributors to our success:
Engineering
and integration experience in lithium-ion for motive applications: We have been developing lithium-ion applications for the advanced
energy storage market since 2010, starting with products for automotive electric vehicle manufacturers. We believe our experience enables
us to develop superior solutions as we have sold over 10,000 packs in the field to customers.
UL
Listing: We launched our Class 3 Walkie LiFT Pack product line in 2014 and obtained UL Listing for all three different power
configurations. We have also obtained UL Listing for our Class 1 LiFT Packs and our Class 2 LiFT Packs, and our Class 3 End Rider. In addition, we have recently completed the process for obtaining UL Listings for our new source of battery cells. We believe
this UL Listing provides us a significant competitive advantage and provides assurance to customers that our technology has been rigorously
tested by an independent third party and determined to be safe, durable and reliable.
Original
equipment manufacturer (OEM) approvals: Many of our LiFT Packs have been tested and approved for use by Toyota Material Handling
USA, Inc., Crown Equipment Corporation, and The Raymond Corporation, among the top global lift truck manufacturers by revenue according
to Material Handling & Logistics. We also provide a “private label” Class 3 Walkie LiFT Pack to a major forklift OEM.
Broad
product offering and scalable design: We offer LiFT Packs for use in a variety of industrial motive applications. We believe
that our modular and scalable design enables us to optimize design, inventory, and part count to accommodate natural product extensions
of our products to meet customer requirements. We have leveraged our Class 3 Walkie LiFT Pack design to develop larger LiFT Packs for
larger forklifts, GSE Packs, and other industrial equipment applications. Natural product extensions, based on our modular, scalable
designs, include solar backup power for electric vehicle (“EV”) mobile charging stations and robotic warehouse equipment.
Significant advantages over
lead acid and propane-based solutions: We believe that lithium-ion battery systems have significant advantages over existing technologies
and will displace lead acid batteries and propane-based solutions, in most applications. Relative to lead acid batteries, such advantages
include environmental benefits, no water maintenance, faster charge times, greater cycle life, longer run times, and less energy used
that provide operational and financial benefits to customers. When compared to lead acid solutions, our energy storage solutions do not
discharge carbon dioxide in the atmosphere due to lithium chemistry efficiencies In addition, when compared to propane-based solutions,
lithium-ion systems avoid the generation of exhaust emissions and associated odor and environmental contaminates, and maintenance of an
internal combustion engine, which has substantially more parts subject to wear than an electric motor.
Proprietary
Battery Management System: We have developed our “next generation” versatile BMS that is currently being rolled out
into our full product lines and which provides significant product features for improved customer productivity. Our BMS serves as the
brain of the battery pack, managing cell balancing, charging, discharging, monitoring and communication between the pack and the forklift.
Our BMS is specifically designed for the industrial motive application environment and is adaptable to meet custom requirements. Our
BMS also enables ongoing feature development for reduced cost and higher performance. We have introduced our proprietary telemetry solution,
branded “SkyBMS” which provides real time reports on pack performance, health, and remaining useful life.
Our
Products
We have developed, tested, and
sold our LiFT Packs for use in a broad range of lift trucks, including Class 3 Walkie and End Riders, Class 2 Narrow Aisle, and Class
1 Ride-on, as well as for industrial equipment including airport ground support equipment (“GSE”), energy storage for solar
applications, and other commercial applications. Within each of these product segments, there is a range of power and equipment variations.
Our LiFT Packs fit most of these variations, with only minor modifications needed to fit the remaining low volume applications. This equipment
is described in more detail below.
Our
battery pack system design is modular with three core design modules used in our entire family of small, medium, and large pack forklift
products. The design of each core module is driven by power requirements and physical space sizing. We utilize our three core design
modules to develop packs for other industrial and commercial applications, to meet power and space requirements. We offer varying chemistries
and configurations based on the specific application. Currently, our LiFT Packs use lithium iron phosphate (LiFePO4) battery cells, which
we source from a variety of overseas suppliers that meet our power, reliability, safety and other specifications. Our BMS works with
a number of battery chemistries providing us with the flexibility to use battery cells developed and manufactured by other suppliers.
We believe we can readily adapt our LiFT Packs to incorporate new chemistries as they become available in the future in order to meet
changing customer preferences and to reduce the cost of our products.
We
also offer 24-volt onboard chargers for our Class 3 Walkie LiFT Packs, and smart “wall mounted” chargers for larger applications.
Our smart charging solutions are designed to interface with our BMS and integrate easily into most all major chargers in the market.
Industry
Overview
Historically,
lithium-ion battery solutions were unable to compete with lead acid and propane-based solutions in industrial applications on the basis
of cost. However, the supply of lithium-ion batteries has rapidly expanded, leading to price declines of eighty-five percent (85%) since
2010 according to BloombergNEF. BloombergNEF also estimates that lithium-ion battery prices, which averaged $1,160 per kilowatt hour
in 2010, were $156 per kWh in 2019 and could drop below $100 per kWh in 2024.
The
sharp decline in the price of lithium-ion batteries has made these energy solutions more cost competitive. Affordability has in turn
enabled customers to shift away from lead acid and propane-based solutions for power lift equipment to lithium-ion based solutions with
more favorable environmental and performance characteristics. We believe our position as a pioneer in the field and our extensive experience
providing lithium-ion based energy storage solutions makes us uniquely positioned to take advantage of this shift in customer preferences.
Lift
Equipment - Material Handling Equipment
We
focus on energy storage solutions for lift equipment and related industrial applications because we believe they represent large and
growing markets that are just beginning to adopt lithium-ion based technology. We apply our scalable, modular designs to natural product
extensions in the industrial equipment market. These markets include not only the sale of lithium-ion battery solutions for new equipment
but also a replacement market for existing lead acid battery packs.
According
to Modern Materials Handling, worldwide new lift truck orders reached approximately 1.4 million units in 2017. The Industrial Truck Association
has estimated that approximately 200,000 lift trucks had been sold yearly since 2013 in North America (Canada, the United States and
Mexico), with sales relatively evenly distributed between electric rider (Class 1 and Class 2), motorized hand (Class 3), and internal
combustion engine powered lift trucks (Class 4 and Class 5). The ITA estimates that electric products represented approximately sixty-nine
percent (69%) of the North American shipments in 2020, reflecting the long term trend of increasing mix of electric products versus internal
combustion (propane) engines. Driven by growth in global manufacturing, e-commerce and construction, Research and Markets expects that
the global lift truck market will grow at a compound annual growth rate of six and four-tenths percent (6.4%) through 2024.
Customers
Our
customers include OEMs, lift equipment dealers, battery distributors and end users. Our customers vary from small companies to Fortune
500 companies.
During
the year ended June 30, 2021, we had three (3) major customers that each represented more than 10% of our revenues on an individual basis,
and together represented approximately $16,004,000 or 61% of our total revenues. During the year ended June 30, 2020, we had three (3)
major customers that each represented more than 10% of our revenues on an individual basis, and together represented approximately $10,045,000
or 60% of our total revenues.
Shift
Toward Lithium-ion Battery Technologies
The
lithium-ion battery value proposition of higher performance, environmental benefit, and lower life cycle cost is driving an increase
in demand for safe and efficient alternatives to lead acid and propane-based power products. The lithium-ion value proposition includes
a number of factors impacting customer preferences:
Duration
of Charge/Run Times: Lithium-based energy storage systems can perform for a longer duration compared to lead acid batteries.
Lithium-ion batteries provide up to 50% longer run times than lead acid batteries of comparable capacity, or amps-per-hour rating, allowing
equipment to be operated over a long period of time between charges.
High/Sustained
Power: Lithium-ion batteries are better suited to deliver high power versus legacy lead acid. For example, a 100Ah lead acid
battery will only deliver 80Ah if discharged over a four-hour period. In contrast, a 100Ah lithium-ion system will achieve over 92Ah
even during a 30-minute discharge. Additionally, during discharge, the LiFT Pack sustains its initial voltage, maximizing the performance
of the forklift truck, whereas, lead acid voltages, and hence power, decline over the working shift.
Charging
Time: Lead acid batteries are limited to one shift a day, as they discharge for eight hours, need eight hours for charging, and
another eight hours for cooling. For multi-shift operations, this typically requires battery changeout for the equipment. Because lithium
batteries can be recharged in as little as one hour and do not degrade when subjected to opportunity charging, hence, battery changeout
is unnecessary.
Safe
Operation: The toxic nature of lead acid batteries presents significant safety and environmental issues in the event of a cell
breach. During charging, lead acid batteries emit combustible gases and increase in temperature. Lithium-ion (particularly LFP) batteries
do not get as hot and avoid many of the safety and environmental issues associated with lead acid batteries.
Extended
Life: The performance of lead acid batteries degrades after approximately 500 charging cycles in industrial equipment applications.
In comparison, lithium-ion batteries last up to five times longer in the same application.
Size
and Weight: Lithium is about one-third the weight of lead acid for comparable power ratings. Lower weight enables forklift OEMs
the ability to optimize the design of the truck based on a smaller footprint for lithium-ion instead of lead acid.
Lower
Cost: Lithium-ion batteries provide power dense solutions with extended cycle life, reduced maintenance and improved operational
performance, resulting in lower total cost of ownership.
Less
Energy Used: we believe our lithium-ion batteries use 20-50% less energy based on our internal studies comparing lithium-ion
to lead acid.
Marketing
and Sales
We sell our products through a
number of different channels including OEMs, lift equipment dealers and battery distributors as well as directly to end users. In the
industrial motive market, OEMs sell their lift products through dealer networks and directly to end customers. Because of environmental
issues associated with lead acid batteries and to preserve customer choice, industrial lift products are typically sold without a battery
pack. Equipment dealers source battery packs from battery distributors and battery pack suppliers based on demand or in response to customer
specifications. End customers may specify a specific type and manufacturer of battery pack to the equipment dealer or may purchase battery
packs from battery distributors or directly from battery suppliers.
Our direct sales staff is assigned to major geographies
throughout North America to collaborate with our sales partners who have an established customer base. We plan to hire additional sales
staff to support our expected sales growth. In addition, we have developed a nation-wide sales network of relationships with equipment
OEMs, their dealers, and battery distributors. To support our products, we have a nation-wide network of service providers, typically
forklift equipment dealers and battery distributors, who provide local customer service to large customers. We also maintain a call center
and provide Tech Bulletins and training to our service and sales network out of our corporate headquarters. We have partnered with an
experienced GSE distributor, to market our lithium-ion battery packs for airport GSE. We have typically experienced seasonality in our
customers’ orders, often with lower sales in July, August and December.
Manufacturing
and Assembly
Rather than manufacture our own
battery cells and be limited to a single chemistry, our battery cells are sourced from a limited number of manufacturers located in China.
We source the remainder of the components primarily from vendors in the United States. We developed our BMS to be agnostic to a battery’s
lithium-ion chemistry and cell manufacturer. Despite such flexibility, we have experienced occasional supply interruptions in the past,
and more recently, we have been forced to navigate supply chain and transportation issues stemming from the global pandemic. We are continuing
to monitor and test potential new cell technologies on an ongoing basis to help mitigate our supply chain risks. Final assembly, testing
and shipping of our products is done from our ISO 9001 certified facility in Vista, California, which includes three assembly lines.
We design our BMS modules/boards
and have two granted patents: (i) a 12-volt battery design; and (ii) a battery display design. Component acquisition and assembly of the
BMS modules/boards are outsourced to two local, Southern California board houses, both of whom meet our quality and other specifications.
We buy chargers from several sources,
including a U.S. based supplier. Additionally, we are a qualified dealer for a well-known manufacturer of “high capacity, modular,
smart chargers” which support our larger packs.
Research
and Development
Our
engineers design, develop, test, and service our advanced lithium-ion energy storage solutions at our company headquarters in Vista,
California. We believe our strengths include our core competencies and capabilities in designing and developing proprietary technology
for our BMS, lean manufacturing processes, systems engineering, engineering application, and software engineering for both battery packs
and telemetry. We believe that our ability to develop new features and technology for our BMS is essential to our growth strategy.
Research
and development expenses for the fiscal years ended June 30, 2021 and 2020 were approximately $6.7 million and $5.0 million, respectively.
Such expenses consisted primarily of materials, supplies, salaries and personnel related expenses, stock-based compensation expense,
consulting costs and other expenses. Research and development expenses in the year ended June 30, 2021 were higher than the year ended
June 30, 2020, primarily due to new product development activities.
As
we continue to develop and expand our product offerings, we anticipate that research and development will continue to be a substantial
part of our strategic priorities in the future. We seek to develop innovative new and improved products for cell and system management
along with associated communication, display, current sensing and charging tools. Our research and development efforts are focused on
improving performance, reliability and durability of our energy storage solutions for our customers and on lowering our costs of production.
Competition
Our
competitors in the lift equipment market are primarily major lead acid battery manufacturers, including Stryten Energy, East Penn
Manufacturing Company, EnerSys Corporation, and Crown Battery Corporation. Although several of these competitors offer a lithium-ion
battery, we do not believe that these suppliers offer lithium-based products for lift equipment in any significant volume to end
users, equipment dealers, OEMs or battery distributors. Several OEMs offer lithium-ion battery packs on Class 3 forklifts for sale only
with their own new forklifts. Some OEMs also offer forklift models designed with an integrated lithium-ion battery. As the demand
for lithium-ion battery packs has increased, several small lithium battery pack providers have entered the market, most of whom we believe
are suppliers of other power products and have simply added a lithium product to their product lines.
The
key competitive factors in this market are performance, reliability, durability, safety and price. We believe we compete effectively
in all of these categories in light of our experience with lithium-ion technology, including our development capabilities and the performance
of our proprietary BMS. We believe that the UL Listing covering many of our core products is a significant differentiating competitive
advantage and we intend to extend that advantage by seeking to obtain UL Listings for our other LiFT pack products in the coming months.
In addition, because our BMS is not reliant on any specific battery cell chemistry, we believe we can adapt rapidly to changes in advanced
battery technology or customer preferences.
Intellectual
Property
Our
success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we rely
on a combination of patents pending, patent applications, trade secrets, including know-how, employee and third-party nondisclosure agreements,
copyright laws, trademarks, intellectual property licenses and other contractual rights to establish and protect our proprietary rights
in our technology. In addition to such factors as innovation, technological expertise and experienced personnel, we believe that a strong
patent position is important to remain competitive.
As
of June 30, 2021, we have two issued patents and three trademark registrations protecting the Flux Power name and logo. We are currently
working to file three additional patent applications with respect to our technology, including our next generation BMS 2.0, which is
now being rolled into production. We do not know whether any of our efforts will result in the issuance of patents or whether the examination
process will require us to narrow our claims. Even if granted, there can be no assurance that these pending patent applications will
provide us with protection. Our two issued patents include: (i) a 12-volt battery design and (ii) a battery display design.
Suppliers
We
obtain a limited number of components and supplies included in our products from a small group of suppliers. During the year ended June
30, 2021, we had two (2) suppliers who accounted for more than 10% of our total purchases, on an individual basis, and together represented
approximately $9,260,000 or 27% of our total purchases.
During
the year ended June 30, 2020, we had two (2) suppliers who accounted for more than 10% of our total purchases, on an individual basis,
and together represented approximately $6,598,000 or 35% of our total purchases.
Government Regulations
Product
Safety Regulations. Our products are subject to product safety regulations by Federal, state, and local organizations. Accordingly,
we may be required, or may voluntarily determine to obtain approval of our products from one or more of the organizations engaged in
regulating product safety. These approvals could require significant time and resources from our technical staff and, if redesign were
necessary, could result in a delay in the introduction of our products in various markets and applications.
Environmental
Regulations. Federal, state, and local regulations impose significant environmental requirements on the manufacture, storage,
transportation, and disposal of various components of advanced energy storage systems. Although we believe that our operations are in
material compliance with current applicable environmental regulations, there can be no assurance that changes in such laws and regulations
will not impose costly compliance requirements on us or otherwise subject us to future liabilities.
Moreover,
Federal, state, and local governments may enact additional regulations relating to the manufacture, storage, transportation, and disposal
of components of advanced energy storage systems. Compliance with such additional regulations could require us to devote significant
time and resources and could adversely affect demand for our products. There can be no assurance that additional or modified regulations
relating to the manufacture, storage, transportation, and disposal of components of advanced energy systems will not be imposed.
Occupational
Safety and Health Regulations. The California Division of Occupational Safety and Health (Cal/OSHA) and other regulatory agencies
have jurisdiction over the operations of our Vista, California facility. Because of the risks generally associated with the assembly
of advanced energy storage systems we expect rigorous enforcement of applicable health and safety regulations. Frequent audits by, or
changes, in the regulations issued by Cal/OSHA, or other regulatory agencies with jurisdiction over our operations, may cause unforeseen
delays and require significant time and resources from our technical staff.
Employees
As
of June 30, 2021, we had 121 employees. We engage outside consultants for business development, operations and other functions from time
to time. None of our employees is currently represented by a trade union.
Other
Information
Our
Internet address is www.fluxpower.com. We make available on our website our annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act
as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission
(SEC). Other than the information expressly set forth in this annual report, the information contained, or referred to, on our website
is not part of this annual report.
The
public may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington,
DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers,
such as us, that file electronically with the SEC.
Our
corporate headquarters and production facility totals approximately 63,200 square feet and is located in Vista, California. Our production
facility is ISO 9001 certified. The telephone number at our principal executive office is (760)-741-FLUX or (760)-741-3589. In June 2019
we moved to our current facility, noted above, where we initially leased approximately 45,600 square feet of industrial space, and in
April 2020, we leased an additional 17,600 rentable space under a lease which terminates concurrently with the term of the original lease,
which expires on November 20, 2026. Rent for the corporate headquarters and production facility is approximately $60,500 per month and
escalates approximately 3% per year through the end of the lease term. Total rent expense was approximately $841,000 and $673,000 for
the years ended June 30, 2021 and 2020, respectively.
ITEM
1A - RISK FACTORS
An
investment in our common stock involves a high degree of risk. You should carefully consider the summary of risk factors described below,
together with all of the other information included in this report, before making an investment decision. If any of the following risks
actually occur, our business, financial condition or results of operations could suffer. In that case, the trading price of our common
stock could decline, and you may lose all or part of your investment. You also should read the section entitled “Special Note Regarding
Forward Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance
of such statements in the context of this report. The risk factors below do not address all the risks relating to securities, business
and operations, and financial condition.
Risk
Factors Relating to Our Business
We
have a history of losses and negative working capital.
For
the fiscal years ended June 30, 2021 and 2020, we had net losses of $12,793,000 and $14,336,000, respectively. We have historically experienced
net losses and until we generate sufficient revenue, we anticipate to continue to experience losses in the near future.
As
of June 30, 2021 and 2020, we had a cash balance of $4,713,000 and $726,000, respectively. We expect that our existing cash balances,
credit facilities, and the net proceeds from our recent public offering will be sufficient to fund our existing and planned operations
for the next twelve months. Until such time as we generate sufficient cash to fund our operations, we will need additional capital to
continue our operations thereafter.
We
have relied on equity financings, borrowings under short-term loans with related parties, our credit facilities and/or previous cash
flows from operating activities to fund our operations. However, there is no guarantee we will be able to obtain additional funds in
the future or that funds will be available on terms acceptable to us, if at all.
Any
future financing may result in dilution of the ownership interests of our stockholders. If such funds are not available on acceptable
terms, we may be required to curtail our operations or take other actions to preserve our cash, which may have a material adverse effect
on our future cash flows and results of operations.
We
will need to raise additional capital or financing to continue to execute and expand our business.
While
we expect that our available cash, the existing revolving line of credit with a bank, and the expected net proceeds from our authorized
At-The-Market offering will be sufficient to sustain our operations for the next twelve months, we will likely need to raise additional
capital to support our expanded operations and execute on our business plan. In order to support our anticipated growth, we may be required
to pursue sources of additional capital through various means, including joint venture projects, sale and leasing arrangements, and debt
or equity financings. Any new securities that we may issue in the future may be sold on terms more favourable for our new investors than
the terms in which our stockholders acquired their securities. Newly issued securities may include preferences, superior voting rights,
and the issuance of warrants or other convertible securities that will have additional dilutive effects. We cannot assure that additional
funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. Further,
we may incur substantial costs in pursuing future capital and/or financing. We may also be required to recognize non-cash expenses in
connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition
and results of operations. Our ability to obtain needed financing may be impaired by such factors as the weakness of capital markets,
and the fact that we have not been profitable, which could impact the availability and cost of future financings. If the amount of capital
we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital
needs, we may have to reduce our operations accordingly.
Economic
conditions may adversely affect consumer spending and the overall general health of our retail customers, which, in turn, may adversely
affect our financial condition, results of operations and cash resources.
Uncertainty
about the current and future global economic conditions may cause our customers to defer purchases or cancel purchase orders for our
products in response to tighter credit, decreased cash availability and weakened consumer confidence. Our financial success is sensitive
to changes in general economic conditions, both globally and nationally. Recessionary economic cycles, higher interest borrowing rates,
higher fuel and other energy costs, inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels,
higher tax rates and other changes in tax laws or other economic factors that may affect consumer spending or buying habits could continue
to adversely affect the demand for our products. If credit pressures or other financial difficulties result in insolvency for our customers,
it could adversely impact our financial results. There can be no assurances that government and consumer responses to the disruptions
in the financial markets will restore consumer confidence.
We
are dependent on a few customers for the majority of our net revenues, and our success depends on demand from OEMs and other users of
our battery products.
Historically
a majority of our product sales have been generated from a small number of OEMs and customers, including three (3) customers
who, on an aggregate basis, made up 61% of our sales for the year ended June 30, 2021, and three (3) customers who, on an aggregate
basis, made up 60% of our sales for the year ended June 30, 2020. As a result, our success depends on continued demand from this small
group of customers and their willingness to incorporate our battery products in their equipment. The loss of a significant customer would
have an adverse effect on our revenues. There is no assurance that we will be successful in our efforts to convince end users to accept
our products. Our failure to gain acceptance of our products could have a material adverse effect on our financial condition and results
of operations.
Additionally,
OEMs, their dealers and battery distributors may be subject to changes in demand for their equipment which could significantly affect
our business, financial condition and results of operations.
Our
business is vulnerable to a near-term severe impact from the COVID-19 outbreak, and the continuation of the pandemic could have a material
adverse impact on our operations and financial condition.
The
COVID-19 pandemic has spread across the globe and is impacting worldwide economic activity. COVID-19 and another public health epidemic/pandemic
could pose the risk that we or our employees, contractors, customers, suppliers, third party shipping carriers, government and other
partners may be prevented from or limited in their ability to conduct business activities for an indefinite period of time, including
due to the spread of the disease within these groups or due to shutdowns that may be requested or mandated by governmental authorities.
While it is not possible at this time to estimate the impact that COVID-19 could have on our business, the continued spread of COVID-19
and the measures taken by the governments of states and countries affected could disrupt, among other things, the supply chain and the
manufacture or shipment of our products. On March 19, 2020, the governor of California, the state where our facility is located, issued
state-wide stay-at-home orders for non-essential workers to help combat the spread of COVID-19. The Company was deemed to be an essential
business consistent with announcements by Forklift OEMs and related supply chain, who support the logistics industry, critical to delivering
food and supplies during COVID-19 crisis and we have instituted processes, policies and workplace procedures in an effort to keep our
workers safe while productive. However, in the future, our manufacturing operations may be subject to closure or shut down for a variety
of reasons. While the Company implemented COVID-19 measures in March 2020 as recommended by the CDC and governmental authorities, since
the start of the pandemic the Company has been notified that a few employees had tested positive for COVID-19. While manufacturing operations
were not materially impacted, future operations could be affected by the COVID-19 pandemic. Any substantial disruption in our manufacturing
operations from COVID-19, or its related impacts, would have a material adverse effect on our business and would impede our ability to
manufacture and ship products to our customers in a timely manner, or at all.
The
effect of the COVID-19 pandemic and its associated restrictions may adversely impact many aspects of our business, including customer
demand, the length of our sales cycles, disruptions in our supply chain, lower the operating efficiencies at our facility, worker shortages
and declining staff morale, and other unforeseen disruptions. The demand for our products may significantly decline if the COVID-19 pandemic
continues, restrictions are implemented or re-implemented, or the virus resurges and spreads and our customers suffer losses in their
businesses. The supply of our raw materials and our supply chain may be disrupted and adversely impacted by the pandemic. The occurrence
of any of the foregoing events and their adverse effect on capital markets and investor sentiment may adversely impact our ability to
raise capital when needed or on terms favourable to us and our stockholders to fund our operations, which could have a material adverse
effect on our business, financial condition and results of operations. The extent to which the COVID-19 outbreak impacts our results,
its effect on near or long-term value of our share price will depend on future developments that are highly uncertain and cannot be predicted,
including new information that may emerge concerning the severity of the virus and the actions to contain its impact.
We
do not have long term contracts with our customers.
We
do not have long-term contracts with our customers. Future agreements with respect to pricing, returns, promotions, among other things,
are subject to periodic negotiation with each customer. No assurance can be given that our customers will continue to do business with
us. The loss of any of our significant customers will have a material adverse effect on our business, results of operations, financial
condition and liquidity. In addition, the uncertainty of product orders can make it difficult to forecast our sales and allocate our
resources in a manner consistent with actual sales, and our expense levels are based in part on our expectations of future sales. If
our expectations regarding future sales are inaccurate, we may be unable to reduce costs in a timely manner to adjust for sales shortfalls.
Real
or perceived hazards associated with Lithium-ion battery technology may affect demand for our products.
Press
reports have highlighted situations in which lithium-ion batteries in automobiles and consumer products have caught fire or exploded.
In response, the use and transportation of lithium-ion batteries has been prohibited or restricted in certain circumstances. This publicity
has resulted in a public perception that lithium-ion batteries are dangerous and unpredictable. Although we believe our battery packs
are safe, these perceived hazards may result in customer reluctance to adopt our lithium-ion based technology.
Our
products may experience quality problems from time to time that could result in negative publicity, litigation, product recalls and warranty
claims, which could result in decreased revenues and harm to our brands.
A
catastrophic failure of our battery modules could cause personal or property damages for which we would be potentially liable. Damage
to or the failure of our battery packs to perform to customer specifications could result in unexpected warranty expenses or result in
a product recall, which would be time consuming and expensive. Such circumstances could result in negative publicity or lawsuits filed
against us related to the perceived quality of our products which could harm our brand and decrease demand for our products.
We
may be subject to product liability claims.
If
one of our products were to cause injury to someone or cause property damage, including as a result of product malfunctions, defects,
or improper installation, then we could be exposed to product liability claims. We could incur significant costs and liabilities if we
are sued and if damages are awarded against us. Further, any product liability claim we face could be expensive to defend and could divert
management’s attention. The successful assertion of a product liability claim against us could result in potentially significant
monetary damages, penalties or fines, subject us to adverse publicity, damage our reputation and competitive position, and adversely
affect sales of our products. In addition, product liability claims, injuries, defects, or other problems experienced by other companies
in the solar industry could lead to unfavorable market conditions for the industry as a whole, and may have an adverse effect on our
ability to attract new customers, thus harming our growth and financial performance. Although we carry product liability insurance, it
may be insufficient in amount to cover our claims.
Tariffs
could be imposed on lithium-ion batteries or on any other component parts by the United States government or a resulting trade war could
have a material adverse effect on our results of operations.
In
2018, the United States government announced tariffs on certain steel and aluminum products imported into the United States, which led
to reciprocal tariffs being imposed by the European Union and other governments on products imported from the United States. The United
States government has implemented tariffs on goods imported from China, and additional tariffs on goods imported from China are under
consideration.
The
lithium-ion battery industry has been subjected to tariffs implemented by the United States government on goods imported from China.
There is an ongoing risk of new or additional tariffs being put in place on lithium-ion batteries or related part. Since all of our lithium-ion
batteries are manufactured in China, current and potential tariffs on lithium-ion batteries imported by us from China could increase
our costs, require us to increase prices to our customers or, if we are unable to do so, result in lower gross margins on the products
sold by us. China has already imposed tariffs on a wide range of American products in retaliation for the American tariffs on steel and
aluminum. Additional tariffs could be imposed by China in response to actual or threatened tariffs on products imported from China. The
imposition of additional tariffs by the United States could trigger the adoption of tariffs by other countries as well. Any resulting
escalation of trade tensions, including a “trade war,” could have a significant adverse effect on world trade and the world
economy, as well as on our results of operations. At this time, we cannot predict how such enacted tariffs will impact our business.
Tariffs on components imported by us from China could have a material adverse effect on our business and results of operations.
We
are dependent on a limited number of suppliers for our battery cells, and the inability of these suppliers to continue to deliver, or
their refusal to deliver, our battery cells at prices and volumes acceptable to us would have a material adverse effect on our business,
prospects and operating results.
We
do not manufacture the battery cells used in our LiFT Packs. Our battery cells, which are an integral part of our battery products and
systems, are sourced from a limited number of manufacturers located in China. While we obtain components for our products and systems
from multiple sources whenever possible, we have spent a great deal of time in developing and testing our battery cells that we receive
from our suppliers. We refer to the battery cell suppliers as our “limited source suppliers.” Additionally,
our operations are materially dependent upon the continued market acceptance and quality of these manufacturers’ products and their
ability to continue to manufacture products that are competitive and that comply with laws relating to environmental and efficiency standards.
Our inability to obtain products from one or more of these suppliers or a decline in market acceptance of these suppliers’ products
could have a material adverse effect on our business, results of operations and financial condition. From time to time we have experienced
shortages, allocations and discontinuances of certain components and products, resulting in delays in filling orders. Qualifying new
suppliers to compensate for such shortages may be time-consuming and costly. Inaddition,
we may have to recertify our UL Listings for the battery cells from new suppliers, which in turn has led to delays in product acceptance.
Similar delays may occur in the future. Furthermore, the performance of the components from our suppliers as incorporated in our products
may not meet the quality requirements of our customers.
To
date, we have no qualified alternative sources for our battery cells although we research and assess cells from other suppliers on an
ongoing basis. We generally do not maintain long-term agreements with our limited source suppliers. While we believe that we will be
able to establish additional supplier relationships for our battery cells, we may be unable to do so in the short term or at all at prices,
quality or costs that are favorable to us.
Changes
in business conditions, wars, regulatory requirements, economic conditions and cycles, governmental changes, pandemic, and other factors
beyond our control could also affect our suppliers’ ability to deliver components to us on a timely basis or cause us to terminate
our relationship with them and require us to find replacements, which we may have difficulty doing. Furthermore, if we experience significant
increased demand, or need to replace our existing suppliers, there can be no assurance that additional supplies of component parts will
be available when required on terms that are favorable to us, at all, or that any supplier would allocate sufficient supplies to us in
order to meet our requirements or fill our orders in a timely manner. In the past, we have replaced certain suppliers because of their
failure to provide components that met our quality control standards. The loss of any limited source supplier or the disruption in the
supply of components from these suppliers could lead to delays in the deliveries of our battery products and systems to our customers,
which could hurt our relationships with our customers and also materially adversely affect our business, prospects and operating results.
Increases
in costs, disruption of supply or shortage of raw materials, in particular lithium-ion phosphate cells, could harm our business.
We
may experience increases in the costs, or a sustained interruption in the supply or shortage, of raw materials. Any such cost increase
or supply interruption could materially negatively impact our business, prospects, financial condition and operating results. For instance,
we are exposed to multiple risks relating to price fluctuations for lithium-iron phosphate cells.
These
risks include:
Our