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The first generation of our Energy Warehouse was deployed in Since then, all of our first-generation units have been returned to us except for two where the prototype trials continue. We currently do not have any second-generation products deployed and we have not yet met revenue recognition criteria, but we began shipping our second-generation of Energy Warehouses in the third quarter of As of November 30, , we have 3 Energy Warehouse Ss delivered, and we are currently in the process of installing and commissioning such units.
Our Competitive Strengths. Simple, Revolutionary Technology. Compelling Value Proposition. Most Sustainable Solution. Rapid Expansion Capability. Significant and Proprietary Technology Head Start. Our Growth Strategy. We intend to build an enduring business by leveraging our competitive advantages in manufacturing, cost, technology and research and development. We have many avenues through which we aim to achieve our growth objectives:. Expanded Scale. Technology Improvements.
Energy Center Sales. International Growth Potential. Recent Developments. During the past 12 months, we have made significant progress in executing our strategy for growth, including on the metrics shown below.
We have achieved substantial increases in our operational capabilities. November 30, Annualized production capacity MWh. Primary product. Production facility size square feet. During the same time, we have also made advancements in our sales and marketing efforts necessary to execute our strategy for growth.
We currently do not have any second-generation products deployed and we have not yet met revenue recognition criteria, but we began shipping our Energy Warehouse with S batteries during the third quarter of As of November 30, , we have three Energy Warehouse Ss delivered to date, and we are currently in the process of installing and commissioning such units. In and during to date, we have seen significant disruptions to key supply chains, shipping times, manufacturing times, and associated costs, both with respect to the sourcing of supplies and the delivery of our products.
Specifically, certain components for our products have not been readily available at prices or in the quality and volumes we had previously anticipated. Specific items that have been affected by these supply chain issues include certain chemicals, polypropylene, resin, power electronics, circuit board components and shipping containers. This has resulted in delays to deliveries as well as increases in our supply costs.
Risk Factors Summary. Our expectations for future operating and financial results and market growth rely in large part upon assumptions and analyses developed by us. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our anticipated results;. We face significant barriers in our attempts to produce our energy storage products, our energy storage products are still under development, and we may not be able to successfully develop our energy storage products at commercial scale.
If we cannot successfully overcome those barriers, our business will be negatively impacted and could fail;. In addition, certain aspects of our technology have not been fully field tested. If we are unable to develop our business and effectively commercialize our energy storage products as anticipated, we may not be able to generate revenues or achieve profitability;. We may experience delays, disruptions, or quality control problems in our manufacturing operations;. Our ability to expand depends on our ability to hire, train and retain an adequate number of manufacturing employees, in particular employees with the appropriate level of knowledge, background and skills;.
We depend on third-party suppliers for the development and supply of key raw materials and components for our energy storage products. In and during to date, we have seen significant disruptions to key supply chains, shipping times, manufacturing times, and associated costs;. Continued delays in our supply chain or the inability to procure needed raw materials and components could further harm our ability to manufacture and commercialize our energy storage products;.
We may be unable to adequately control the costs associated with our operations and the components necessary to build our energy storage products, and if we are unable to reduce our cost structure and effectively scale our operations in the future, our ability to become profitable may be impaired;. We rely on complex technology for our operations, and the production of our iron flow batteries involves a significant degree of risk and uncertainty in terms of operational performance and costs;.
We have a history of losses and have to deliver significant business growth to achieve sustained, long-term profitability and long-term commercial success;. Our warranty insurance provided by Munich Re is important to many potential customers. Should we be unable to maintain our relationship with Munich Re and be unable to find a similar replacement, demand for our products may suffer;.
Failure to deliver the benefits offered by our technology, or the emergence of improvements to competing technologies, could reduce demand for our energy storage products and harm our business;. Our plans are dependent on the development of a market acceptance of our products and the development of a market for long-duration batteries;.
We may face regulatory challenges to or limitations on our ability to sell our Energy Centers and Energy Warehouses directly in certain markets. Expanding operations internationally could expose us to additional risks;. If we fail to protect, or incur significant costs in defending, our intellectual property and other proprietary rights, then our business and results of operations could be materially harmed; and.
As we endeavor to expand our business, we will incur significant costs and expenses, which could outpace our cash reserves. Unfavorable conditions or disruptions in the capital and credit markets may adversely impact business conditions and the availability of credit. Emerging Growth Company Status. We expect to remain an emerging growth company at least through the end of the fiscal year and expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent.
This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. Additional Information. Our principal executive offices are located at SW Parkway Ave. The Offering. Shares of Common Stock offered by us.
Shares of Common Stock offered by the Selling Stockholder hereunder. Option to purchase additional shares of Common Stock. Shares of Common Stock to be outstanding after this offering. Use of proceeds. Risk factors. NYSE symbol. Restrictions on Resale of Securities—Lock-Up.
The number of shares of Common Stock to be outstanding immediately after this offering is based on ,, shares of Common Stock outstanding as of November 30, , which:. The Earnout Milestone Events as defined herein were met on November 9, , and we have issued shares of Earnout Stock to all eligible ESS securityholders except where regulatory approval is still pending. Subsequent to Closing, we determined that aggregate Transaction Expenses as defined in the Merger Agreement were lower than had been estimated at the time of Closing.
SBE and ESS have an important business relationship and shared interests in the market and expect to have a long-term relationship for the foreseeable future. Investing in our Common Stock involves a high degree of risk. Our business, operating results, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.
If any of the risks actually occur, our business, operating results, financial condition and prospects could be adversely affected. In that event, the market price of our Common Stock could decline, and you could lose part or all of your investment. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our anticipated results. We operate in rapidly changing and competitive markets and our expectations for future performance are subject to the risks and assumptions made by management with respect to our industry.
Operating results are difficult to predict because they generally depend on our assessment of the timing of adoption of our technology and energy storage products, which is uncertain. Expectations for future performance are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond our control, and subsequent developments may affect such expectations. As of the date of this prospectus, our management believes actual operating expenses for may be higher than previously anticipated.
We expect these additional expenses will continue to be incurred through As discussed further elsewhere in this prospectus, any future sales and related future cash flows may not be realized in full or at all. Furthermore, our planned expansion into new revenue streams such as franchising opportunities for our energy storage products may never be realized or achieve commercial success, whether because of lack of market adoption of our energy storage products, competition or otherwise.
In addition, expectations for future performance also reflect assumptions that are subject to change and do not reflect revised prospects for our business, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not previously anticipated. In addition, long-term expectations by their nature become less predictive with each successive year. There can be no assurance that our future financial condition or results of operations will be consistent with our expectations or with the expectations of investors or securities research analysts, which may cause the market price of our Common Stock to decline.
If actual results differ materially from our expectations, we may be required to make adjustments in our business operations that may have a material adverse effect on our financial condition and results of operations. If we cannot successfully overcome those barriers, our business will be negatively impacted and could fail.
Producing long-duration iron flow batteries that meet the requirements for wide adoption by commercial and utility-scale energy storage applications is a difficult undertaking. We are still in the early stage of commercialization and face significant challenges in completing the development of our containerized energy storage products and in producing our energy storage products in commercial volumes.
We are currently in pre-production for. Our Energy Warehouses are in the development stage. Our second-generation S iron flow batteries have never been used for energy storage applications or to our knowledge, for any other applications and there may be significant yield, cost, performance and manufacturing process challenges to be solved in order to be produced and used commercially.
We are likely to encounter engineering challenges as we increase the dimensions, reduce the thickness and increase the volume of our batteries. If we are not able to overcome these barriers in developing and producing our iron flow batteries, our business could fail.
The Gen I automation line requires qualified labor to inspect the parts to ensure proper assembly. Lack of qualified labor to inspect our assemblies may slow our production and impact cost and schedule. More sophisticated automation lines are being developed by third parties to minimize the required skilled labor, however, delays in production and delivery of the new second-generation manufacturing line are not in our control.
If we experience delivery or installation delays under our customer contracts, we could experience order cancellations and lose business. Even if we complete development and achieve volume production of our iron flow batteries, if the cost, performance characteristics or other specifications of the batteries fall short of our targets, our sales, product pricing and margins would likely be adversely affected.
We are in the early stage of commercialization. If we are unable to develop our business and effectively commercialize our energy storage products as anticipated, we may not be able to generate revenues or achieve profitability.
There is no certainty that, once shipped, our products will operate as expected, and we may not be able to generate sufficient customer confidence in our latest designs and ongoing product improvements. There are inherent uncertainties in our ability to predict future demand for our energy storage products and, as a consequence, we may have inadequate production capacity to meet demand, or alternatively, have excess available capacity.
Our inability to predict the extent of customer adoption of our proprietary technologies in the already-established traditional energy storage market makes it difficult to evaluate our future prospects. We currently do not have any second-generation products deployed and we have not yet met revenue recognition criteria, but we began shipping our Energy Warehouse with S batteries during the third quarter of. Any significant problems in the production process could result in unplanned increases to production costs and production delays.
In addition, although we believe our iron flow battery technology is field tested and ready for sale, there are no assurances that our proprietary technologies, such as our Proton Pump, will operate as expected and with consistency. Our Energy Center product is still being developed and has not been completely designed or produced. In addition, certain operational characteristics of our Energy Warehouse or Energy Center products with S batteries, such as cyclability with no degradation, have never been witnessed in the field.
We recently implemented system firmware updates and modified electrolyte concentrations of shipped units and are currently adopting new shipping measures as two stacks were recently damaged during shipment and subsequently had to be replaced. Once our Energy Warehouse or Energy Center products with S batteries are installed and used, we may discover further aspects of our technology that require improvement.
If we experience significant delays or order cancellations, or if we fail to develop and install our energy storage products in accordance with contract specifications, then our operating results and financial condition could be adversely affected. In addition, there is no assurance that if we alter or change our energy storage products in the future, that the demand for these new products will develop, which could adversely affect our business and any possible revenues.
If our energy storage products are not deemed desirable and suitable for purchase and we are unable to establish a customer base, we may not be able to generate revenues or attain profitability. We may experience delays, disruptions, or quality control problems in our manufacturing operations. Our manufacturing and testing processes will require significant technological and production process expertise and modification to support our projected business objectives.
Any change in our processes could cause one or more production errors, requiring a temporary suspension or delay in our production line until the errors can be researched, identified, and properly addressed and rectified. In addition, our failure to maintain appropriate quality assurance processes could result in increased product failures, loss of customers, increased warranty reserves, increased production, and logistical costs and delays. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.
COVID cases. To support the health and well-being of our employees, customers, partners and communities, in March , we temporarily suspended operations at our Wilsonville, Oregon manufacturing facility, and also required all of our non-essential. More generally, the pandemic raises the possibility of an extended global economic downturn and has caused volatility in financial markets, which could affect demand for our products and services and impact our results and financial condition even after the pandemic is contained.
For example, we may be unable to collect receivables from those customers significantly impacted by COVID We also depend on vendors for the shipping of our energy storage products. Continued delays in our supply chain and shipments could further harm our ability to manufacture and commercialize our energy storage products. We depend on third-party suppliers for the development and supply of key raw materials and components for our energy storage products, including power module components e.
We will need to maintain and significantly grow our access to key raw materials and control our related costs. We use various raw materials and components to construct our energy storage products, including polypropylene, iron and potassium chloride, that are critical to our manufacturing process. We also rely on third-party suppliers for injected molded parts, and power electronics suppliers must undergo a qualification process, which takes four to 12 months.
The cost of electronic components for our iron flow batteries, whether manufactured by our suppliers or by us, depends in part upon the prices and availability of raw materials. In recent periods, we have seen an increase in costs for a wide range of materials and components. In and during to date, we have seen significant disruptions to key supply chains, shipping times, shipping availability, manufacturing times, and associated costs, both with respect to the sourcing of supplies and the delivery of our products.
We have experienced delays to deliveries, vendor quality issues as well as increases in our supply costs of many of our key components, including polypropylene, resin, power electronics, circuit board components and shipping containers. We expect prices for these materials to continue to fluctuate and their available supply may be unstable, depending on market conditions and global demand for these materials, including as a result of increased global production of batteries and energy storage products.
For example, our Proton Pump is manufactured with certain raw materials, which not only include precious and non-precious. In addition, we utilize shipping containers to house our iron flow batteries within our Energy Warehouses and Energy Centers. We depend on third-party vendors for the shipping of our energy storage products.
Recent conditions have also created disruptions in the logistics sector making it more challenging to find trucks to ship our products. The failure to deliver our products in a timely fashion or within budget may also harm our brand, prospects and operating results. We do not know whether we will be able to maintain long-term supply relationships with our critical suppliers, or secure new long-term supply relationships on terms that will allow us to achieve our objectives, if at all.
We continually evaluate new suppliers, and we are currently qualifying several new suppliers. However, there are a limited number of suppliers for some of the key components of our products and we have, to date, fully qualified only a very limited number of such suppliers. Therefore, we have limited flexibility in changing suppliers. For example, we currently only have one supplier of bipolar plates, which is a critical component of our iron flow batteries.
This vendor is limited to supplying approximately 16 battery stacks per week, which is sufficient for our immediate needs. However, we will need to find additional suppliers of bipolar plates in order to meet our manufacturing needs as we grow. In addition, we have had issues with inconsistent quality and supply of other key power module components. In addition, to the extent the processes that our suppliers use to manufacture components are proprietary, we may be unable to obtain comparable components from alternative suppliers, all of which could harm our business, financial condition and results of operations.
In the long term, we intend to supplement electronic components from our suppliers by manufacturing them ourselves, which we believe will be more efficient, manufacturable at greater volumes and cost-effective than currently available electronic components. However, our efforts to develop and manufacture such electronic components have required and may require significant investments, and there can be no assurance that we will be able to accomplish this in the timeframes that we have planned or at all.
If we are unable to do so, we may have to curtail our iron flow battery and energy storage product production or procure additional raw materials and electronic components from suppliers at potentially greater costs, either of which may harm our business and operating results. We may be unable to adequately control the costs associated with our operations and the components necessary to build our energy storage products, and if we are unable to reduce our cost structure and effectively scale our operations in the future, our ability to become profitable may be impaired.
Our ability to become profitable in the future will not only depend on our ability to successfully market our iron flow batteries, Energy Centers and Energy Warehouses, but also to control costs to manufacture our iron flow batteries, Energy Centers, and Energy Warehouses. Our S battery stack design utilizes O-rings to. If we are unable to cost-efficiently design, manufacture, market, sell and distribute our energy storage products, our margins, profitability and prospects would be materially and adversely affected.
In addition, our Proton Pump is manufactured with certain raw materials, such as platinum, the prices of which have historically fluctuated on a cyclical basis and depend on a variety of factors over which we have no control. Substantial increases in the prices of raw materials would increase our operating costs and could adversely affect our profitability.
In order to achieve our business plan, we must continue to reduce the manufacturing and development costs for our iron flow batteries, Energy Centers and Energy Warehouses to expand our market. Additionally, certain of our existing customer contracts were entered into based on projections regarding costs reductions that assume continued advances in our manufacturing and services processes that we may be unable to realize.
The cost of components and raw materials, for example, could increase in the future, offsetting any successes in reducing our manufacturing costs. Any such increases could slow our growth and cause our financial results and operational metrics to suffer. In addition, we may face increases in our other expenses including increases in wages or other labor costs as well as installation, marketing, sales or related costs.
In order to expand into new markets especially markets in which the price of electricity from the grid is lower we will need to continue to reduce our costs. Increases in any of these costs or our failure to achieve projected cost reductions could adversely affect our results of operations and financial condition and harm our business and prospects. If we are unable to reduce our cost structure in the future, we may not be able to achieve profitability, which could have a material adverse effect on our business and our prospects.
Further, we have not yet produced any iron flow batteries, Energy Warehouses or Energy Centers at volume and our expected cost advantage for the production of these products at scale, compared to conventional lithium-ion. We rely on complex technology for our operations and the production of our iron flow batteries involves a significant degree of risk and uncertainty in terms of operational performance and costs.
We rely heavily on complex machinery for our operations and the production of our iron flow batteries, and this equipment has not yet been qualified to operate at large-scale manufacturing. The work required to integrate this equipment into the production of our iron flow batteries is time intensive and requires us to work closely with the equipment provider to ensure that it works properly for our unique iron flow battery technology. This integration work will involve a significant degree of uncertainty and risk and may result in the delay in the scaling up of production or result in additional cost to our battery cells.
Our manufacturing facilities will require large-scale machinery. Such machinery is likely to suffer unexpected malfunctions from time to time and will require repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of our production equipment may significantly affect the intended operational efficiency or yield.
Some examples would be inadequate bonding of the battery cells resulting in overboard or internal leakage, damage to the separator, or cracked bipolar or monopolar plates. In addition, because this equipment has never been used to build iron flow batteries, the operational performance and costs associated with this equipment can be difficult to predict and may be influenced by factors outside of our control, such as, but not limited to, failures by suppliers to deliver necessary components of our energy storage products in a timely manner and at prices and volumes acceptable to us, environmental hazards and remediation, difficulty or delays in obtaining governmental permits, damages or defects in systems, industrial accidents, fires, seismic activity and other natural disasters.
Operational problems with our manufacturing equipment could result in the personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production. In addition, operational problems may result in environmental damage, administrative fines, increased insurance costs and potential legal liabilities. All of these operational problems could have a material adverse effect on our business, cash flows, financial condition or results of operations.
Our future success depends in part on our ability to increase our production capacity, and we may not be able to do so in a cost-effective manner. If we elect to expand our production capacity by constructing one or more new manufacturing facilities, we may encounter challenges relating to the construction, management and operation of such facilities. In order to grow our business, we will need to increase our production capacity. For example, our current manufacturing capacity is not sufficient to meet our planned production targets and we are currently seeking to expand our capacity.
Our ability to plan, construct and equip additional manufacturing facilities is subject to significant risks and uncertainties, including but not limited to the following:. The expansion or construction of any manufacturing facilities will be subject to the risks inherent in the development and construction of new facilities, including risks of delays and cost overruns as a result of factors outside our control, which may include delays in government approvals, burdensome permitting conditions, and delays in the delivery or installation of manufacturing equipment and subsystems that we manufacture or obtain from suppliers, similar to or more severe than what we have experienced recently.
In order for us to expand internationally, we anticipate entering into strategic partnerships, joint venture and licensing agreements that allow us to add manufacturing capability outside of the United States. In addition, any such expansion brings with it the risk of managing larger scale foreign operations. We may be unable to achieve the production throughput necessary to achieve our target annualized production run rate at our current and future manufacturing facilities. Manufacturing equipment may take longer and cost more to engineer and build than expected, and may not operate as required to meet our production plans.
We may depend on third-party relationships in the development and operation of additional production capacity, which may subject us to the risk that such third parties do not fulfill their obligations to us under our arrangements with them.
We may be unable to attract or retain qualified personnel. If we are unable to expand our manufacturing facilities, we may be unable to further scale our business, which would negatively affect our results of operations and financial condition. We cannot provide any assurances that we would be able to successfully establish or operate our manufacturing facility in a timely or profitable manner, or at all, or within any expected budget for such a project.
The construction of any such facility would require significant capital expenditures and result in significantly increased fixed costs. If we are unable to transition manufacturing operations to any such new facilities in a cost-efficient and timely manner, then we may experience disruptions in operations, which could negatively impact our business and financial results. Further, if the demand for our products decreases or if we do not produce the expected output after any such new facility is operational, we may not be able to spread a significant amount of our fixed costs over the production volume, thereby increasing our per product fixed cost, which would have a negative impact on our business, financial condition and results of operations.
In addition, if any of our partners suffer from capacity constraints, deployment delays, work stoppages or any other reduction in output, we may be unable to meet our delivery schedule, which could result in lost revenue and deployment delays that could harm our business and customer relationships.
If the demand for our iron flow batteries, Energy Centers and Energy Warehouses or our production output decreases or does not rise as expected, we may not. Our ability to expand our manufacturing capacity would also greatly depend on our ability to hire, train and retain an adequate number of manufacturing employees, in particular employees with the appropriate level of knowledge, background and skills.
Should we be unable to hire such employees, our business and financial results could be negatively impacted. We have in the past and may be compelled in the future to undertake product recalls or take other actions, which could adversely affect our business, prospects, operating results, reputation and financial condition. We have in the past and may be compelled in the future to undertake product recalls. For example, in the past we had to recall our Gen I battery modules due to vendors not properly manufacturing the parts to our specifications.
Any quality issues can result in single module failures or can result in a cascade of numerous failures. Failures in the field can result in a single module replacement or may result in a total recall depending on the severity or contamination to the remainder of the system. Any product recall in the future may result in adverse publicity, damage our reputation and adversely affect our business, financial condition and results of operations.
In the future, we may, voluntarily or involuntarily, initiate a recall if any of our Energy Warehouses, Energy Centers, iron flow batteries, Proton Pump or components prove to be defective or noncompliant with applicable safety standards. There are no assurances that we will be able to commercialize iron flow batteries from our joint development relationship with SBE.
In addition, SBE has no obligation to order any energy storage products from us under the framework agreement, including at any price point. In April , we signed a framework agreement, dated as of March 31, , with SBE to supply our energy storage products to SBE in support of its market activities. SBE is under no obligation to place any firm orders with us and any future orders may be subject to future pricing or other commercial or technical negotiations, which we may not be able to satisfy, resulting in a diminished potential value of this relationship to us.
SBE, and any other business partners in the future, may have economic, business or legal interests or goals that are inconsistent with our goals. Any disagreements with SBE or other future business partners may impede our ability to maximize the benefits of these partnerships and slow the commercialization of our iron-flow batteries. Future commercial or strategic counterparties may require us, among other things, to pay certain costs or to make certain capital investments or to seek their consent to take certain actions.
In addition, if SBE is unable or unwilling to meet its economic or other obligations under our partnership arrangements, we may be required to fulfill those obligations alone. These factors could result in a material adverse effect on our business and financial results. The execution of our joint venture strategy is in a very early stage and is also subject to various risks which could adversely affect our business and future prospects.
We plan to enter into joint venture arrangements to expand our business and enter into new markets. However, we currently have no joint venture agreements in place and there is no assurance that we will be able to consummate any joint venture agreements as contemplated to commercialize our energy storage products. We are currently in discussions with a potential joint venture partner that will include building manufacturing facilities. However, there can be no assurance that we will be able to enter into a binding agreement or agree to pricing or other terms that are financially beneficial or otherwise not unfavorable for us.
If we are unsuccessful in securing a joint venture arrangement, we will need to find an alternative plan to enter the Australian market. Even if we are able to successfully secure a joint venture arrangement in Australia, there can be no assurance that we will be able to complete the development of manufacturing facilities and successfully manufacture, distribute and operate our energy storage products in that region.
In addition, if a joint venture partner is unable or unwilling to meet its economic or other obligations under the joint venture arrangements, we may be required to either fulfill those obligations alone to ensure the ongoing success of the joint venture or to dissolve and liquidate the joint venture.
These factors could result in a material adverse effect on our business, prospects and financial results. Risks Related to Our Business and Industry. We have a history of losses and have to deliver significant business growth to achieve sustained, long-term profitability and long-term commercial success. We had net losses on a GAAP basis in each fiscal year since our inception.
In order to achieve profitability as well as long-term commercial success, we must continue to execute our plan to expand our business, which will require us to deliver on our existing global sales pipeline in a timely manner, increase our production capacity, reduce our manufacturing costs, competitively price and grow demand for our products, and seize new market opportunities by leveraging our proprietary technology and our manufacturing processes for novel solutions and new products.
Failure to do one or more of these things could prevent us from achieving sustained, long-term profitability. As we transition from our research and development phase and into a full commercial phase, we expect, based on our sales pipeline, to grow revenues. However, our revenue may not grow as expected for a number of reasons, many of which are outside of our control, including a decline in global demand for iron flow battery storage products, increased competition, or our failure to continue to capitalize on growth opportunities.
If we are not able to generate and grow revenue and raise the capital necessary to support our operations, we may be unable to continue as a going concern. Our energy storage products are still under development, and we do not have any current customers or any pending orders for our Energy Centers, and there is no assurance nonbinding pre-orders. Our business model is focused on building relationships with large customers.
To date, we have engaged in limited marketing activities and we have only a limited number of contracts with customers. Until the time that the design and development of our energy storage products is complete and is commercially available for purchase, and until we are able to scale up our marketing function to support sales, there will be uncertainty as to customer demand for our energy storage products.
The potentially long wait from the time an order is made until the time our energy storage products are delivered, and any delays beyond expected wait times, could also impact user decisions on whether to ultimately make a purchase. Even if we are able to obtain binding orders, customers may limit their volume of purchases initially as they assess our products and whether to make a broader transition to our energy storage products. This may be a long process and will depend on the safety, reliability, efficiency.
It will also depend on factors outside of our control, such as general market conditions, that could impact customer buying decisions. As a result, there is significant uncertainty regarding demand for our energy storage products and the pace and levels of growth that we will be able to achieve. Future reports from our independent registered public accounting firm could contain statements expressing substantial doubt about our ability to continue as a going concern.
If there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms, or at all, and our business may be harmed. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, and it is likely that investors would lose part or all of their investment.
Should we be unable to maintain our relationship with Munich Re and be unable to find a similar replacement, demand for our products may suffer. Our business is substantially dependent on our relationship with Munich Re. Our warranty insurance provided by Munich Re is important to many potential customers, and such warranty insurance is a bespoke product not widely offered by multiple insurers. There is no assurance that we will be able to maintain our relationship with Munich Re. If Munich Re terminates or significantly alters its relationship with us in a manner that is adverse to our company, our business would be materially adversely affected.
Similarly, if we are unable to maintain our relationship with Munich Re, or if our arrangement with Munich Re is modified so that the economic terms become less favorable to us, we may be unable to find a similar replacement warranty insurance and our business would be materially adversely affected. Failure to deliver the benefits offered by our technology, or the emergence of improvements to competing technologies, could reduce demand for our energy storage products and harm our business.
We believe that, compared to lithium-ion batteries,. However, if our manufacturing costs increase, or if our expectations regarding the operation, performance, maintenance and disposal of our energy storage products are not realized, then we could have difficulty marketing our energy storage products as a superior alternative to already-established technologies and impact the market reputation and adoptability of our energy storage products. We also currently market our energy storage products as having superior cyclability to other energy storage solutions on the market.
However, in general, flow batteries have suffered challenges running multiple cycles over their lifetime without experiencing degradation in storage capacity and, in particular, our iron flow batteries. If our technology is inadequate or our energy storage solutions fail to operate as expected or designed, our business, financial condition and results of operations would be adversely affected.
In addition, developments of existing and new technologies could improve the cost and usability profile of such alternative technologies, reducing any relative benefits currently offered by our energy storage products, which would negatively impact the likelihood of our energy storage products gaining market acceptance.
Our plans are dependent on the development of a market acceptance of our products and the development of a market for long-duration batteries. Our plans are dependent upon market acceptance of our products. Iron flow batteries represent an emerging market, and we cannot be sure that potential customers will accept iron flow batteries as a replacement for traditional power sources.
In particular, traditional lithium-ion batteries,. As is typical in a rapidly evolving industry, demand and market acceptance for recently introduced products and services are subject to a high level of uncertainty and risk. It is difficult to predict with certainty the size of the energy storage market and its growth rate.
The development of a market for our products may be affected by many factors that are out of our control, including:. If a sufficient market fails to develop or develops more slowly than we anticipate, we may be unable to recover the losses we will have incurred in the development of our products, and we may never achieve profitability.
Our future growth and success depend on our ability to sell effectively to large customers. Therefore, our future success will depend on our ability to effectively sell our products to such large customers. Sales to these end-customers involve. Large organizations often undertake a significant evaluation process that results in a lengthy sales cycle.
In addition, product purchases by large organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, large organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility.
All of these factors can add further risk to business conducted with these potential customers. If we are unable to establish and maintain confidence in our long-term business prospects among developers, utilities and others within our industry, then our business, financial condition and results of operations may suffer materially.
Commercial utilities may be less likely to purchase our products now if they are not convinced that our business will succeed or that our operations will continue for many years. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed. Accordingly, to build, maintain and grow our business, we must maintain confidence among commercial utilities, suppliers, analysts and other parties with respect to our liquidity and long-term business prospects.
Many of these factors are largely outside our control, and any negative perceptions about our long-term business prospects, even if exaggerated or unfounded, would likely harm our business and make it more difficult to raise additional capital in the future. Our project awards and sales pipeline may not convert to contracts, which may have a material adverse effect on our revenue and cash flows.
We expect a significant portion of the business that we will seek in the foreseeable future will be awarded through competitive bidding against other energy storage technologies and other forms of power generation. The competitive bidding process involves substantial costs and a number of risks, including the significant cost and managerial time to prepare bids and proposals for contracts that may not be awarded to us and our failure to accurately estimate the resources and costs that will be required to fulfill any contract we win.
In addition, following a contract award, we may encounter significant expense, delay or contract modifications or award revocation as a result of our competitors protesting or challenging contracts awarded to us in competitive bidding. Some of the project awards we receive and orders we accept from customers require certain conditions or contingencies such as permitting, interconnection, financing or regulatory approval to be satisfied, some of which are outside of our control.
Certain awards are cancelable or revocable at any time prior to contract execution. These same or similar conditions and contingencies may be required by financiers in order to draw on financing to complete a project. If these conditions or contingencies are not satisfied, or changes in laws affecting project awards occur, or awards are revoked or cancelled, project awards may not convert to contracts, and installations may be delayed or canceled.
This could have an adverse impact on our revenue and cash flow and our ability to complete construction of a project. Our contracted sales are subject to the risk of termination by the contracting party. The majority of our commercial contracts contain provisions which allow the customer to terminate an agreement if certain conditions are not met or for extended force majeure which could include inability to.
Our limited operating history makes it difficult for us to evaluate our future business prospects. We are a company with a limited operating history. As we continue the transition from research and development activities to commercial production and sales, it is difficult, if not impossible, to forecast our future results, and we have limited insight into trends that may emerge and affect our business.
The estimated costs and timelines that we have developed to reach full scale commercial production are subject to inherent risks and uncertainties involved in the transition from a start-up company. We may not be able to accurately estimate the future supply and demand for our batteries, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience delays.
It is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business. We anticipate being required to provide expectations of our demand to our current and future suppliers prior to the scheduled delivery of products to potential customers. Currently, there is no historical basis for making judgments on the demand for our iron flow batteries or our ability to develop, manufacture, and deliver iron flow batteries, or our profitability in the future.
If we overestimate our requirements, our suppliers may have excess inventory, which indirectly would increase our costs. If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt manufacturing of our products and result in delays in shipments and revenues.
In addition, lead times for materials and components that our suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If we fail to order sufficient quantities of product components in a timely manner, the delivery of batteries to our potential customers could be delayed, which would harm our business, financial condition and results of operations.
If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of customer service, or adequately address competitive challenges. We have experienced significant growth in customer contracts in recent periods and intend to continue to expand our business significantly within existing and new markets. This growth has placed, and any future growth may place, a significant strain on our management, operational, and financial infrastructure.
Our management will also be required to maintain and expand our relationships with customers, suppliers, and other third parties and attract new customers and suppliers, as well as manage multiple geographic locations. Our current and planned operations, personnel, customer support, IT, information systems, and other systems and procedures might be inadequate to support future growth and may require us to make additional unanticipated investment in our infrastructure.
Our success and ability to scale our business will depend, in part,. If we cannot manage our growth, then we may be unable to take advantage of market opportunities, execute our business strategies, or respond to competitive pressures. This could also result in declines in quality or customer satisfaction, increased costs, difficulties in introducing new offerings, or other operational difficulties.
Any failure to effectively manage growth could adversely impact our business and reputation. Utility companies may resist the adoption of our products and could impose customer fees or interconnection requirements on our customers that could make our products less desirable.
Investor-owned utilities may resist adoption of our Energy Warehouses and Energy Centers as they are disruptive to the utility business model that primarily utilizes large central generation power plants and associated transmission and distribution. On-site energy. Utility companies commonly charge fees to larger, industrial customers for disconnecting from the electric grid or for having the capacity to use power from the electric grid for back up purposes.
These fees could increase the cost to our customers of using our energy storage products and could make our products less desirable, thereby harming our business, financial condition and results of operations. We have signed product sales contracts and expect to enter into long-term service agreements with customers subject to contractual, technology, operating and commodity risks as well as market conditions that may affect our operating results.
We expect to enter into long-term service agreements with certain customers to provide service on our energy storage products with terms up to 25 years. Under the provisions of these contracts, we will provide services to maintain, monitor, and repair our energy storage products to meet minimum operating levels. While we have conducted tests to determine the overall life of our energy storage products, we have not run certain of our energy storage products over their projected useful life or in all potential conditions prior to large scale commercialization.
DOD , No. The court orders the review of a representative sample of five percent of the responsive records with defendants and plaintiff each selecting half of the documents for review. Additionally, the court notes that "[t]he selected documents shall fairly and equally represent the particular FOIA exemptions at issue.
Rather, "Defendants have produced a detailed affidavit explaining the complete process the agency underwent to locate files responsive to [plaintiff's] request which demonstrates a search reasonably calculated to find responsive documents. The court notes that "[t]o disclose a transcript would be to disclose the inner workings of the grand jury, which is prohibited.
Amnesty Int'l USA v. CIA , No. The court notes that the discovery of two additional responsive documents "in an area that the CIA determined would probably not lead to uncovering responsive documents does not render the CIA's search inadequate. Additionally, the court finds that "the CIA adequately searched its records for lists pertaining to erroneous renditions. Moreover, "[t]he fact that this search did not produce what Plaintiffs consider an appropriate number of documents is irrelevant to the adequacy inquiry.
The court finds that "[b]y drafting the DNI Authorization [authorizing the CIA Director to protect sources and methods in connection with this case], the DNI sufficiently executed his duty 'to protect intelligence sources and methods. Using the Sims analysis, the court holds that "the requested records fit within the statutory exemption [of the NSA] allowing the CIA to withhold records that would disclose 'intelligence sources and methods,'.
The court finds that even though the CIA has ceased using enhanced interrogation techniques and foreign detention centers Exemption 3 still applies to the requested records because "'disclosure of the [information] reasonably could be expected to result in damage to national security.
Instead, the court concludes that "the agency's justification for classification [is] both 'logical and plausible [and finds] no evidence that even arguably suggests bad faith. With respect to the other records for which Exemption 5 was invoked, including draft documents, the court finds that the CIA's submissions "detail how the withheld documents were prepared to assist [agency] decisionmaking on [ ] specific issue[s].
Regarding the CIA's assertion of the attorney-client privilege, the court determines that the description provided in the Vaughn index for some of the documents "are conclusory and lack sufficient detail to merit withholding. The court concludes that the CIA's descriptions for the majority of documents withheld pursuant to the attorney work-product privilege is "too general.
Regarding documents for which the presidential communications privilege was invoked, the "Court finds that all twenty documents reflect or memorialize communications between senior presidential advisers and other United States government officials and are therefore properly withheld.
Dep't of Public Welfare v. Sebelius , No. July 28, Standish, J. Re: Request for "a copy of all documents showing the Attorney General has established in the [DOJ] a repository of records of [plaintiff's] 21 U. Plaintiff asserts that "the description set forth in his request [which was submitted to the Justice Management Division's Mail Referral Unit] 'is sufficient for the United States Attorney General or a professional employee that work[s] in the [Attorney General's Office] who is familiar with the subject area of the request to locate the records with a reasonable amount of effort.
Charles v. Office of the Armed Forces Med. Exam'r , No. Re: Request for various records related to the effectiveness of body armor worn by U. The court concludes that "[t]o allow an agency to restrict the number of documents that it deems responsive during a FOIA search based on its interpretation of the plaintiff's purpose in making the request constitutes an unreasonable limitation and is inconsistent with the spirit and purpose of the FOIA.
The court notes that "[t]he timing of an agency's release of records responsive to a FOIA request does not determine whether the agency has complied with its obligations under the FOIA. Circuit relied in Payne Enterprises, Inc. United States.
United States v. Medley , Nos. Attorney used in the prosecution of the federal charges against him, his request under the FOIA is not properly before this Court because there is no evidence that [plaintiff] has requested the documentation from the U. Attorney and been refused.
Dep't of the Interior , No. Re: Request for information regarding criminal investigation of two third parties for hunting and transporting a bear in violation of the Lacey Act. The court comments that "Defendants have produced no evidence that the family members who do not appear in the videos objected to this footage," expresses that the family members were "presumably aware" of the purpose for which the videos were being recorded, and notes that the contents of one of the videos appeared on national television.
In terms of the public interest, the court finds that "unlike criminal rap sheets and other personal data that happens to be warehoused by the government,. With respect to images allegedly depicting the individuals, the court determines that although the public interests involved are same as those implicated by the videos, the privacy interests "are quite different," because "there is no similar evidence in the record that establishes that the photographs at issue were ever intended to be distributed publicly.
The court concludes that the defendants are justified in withholding the report under Exemption 3 pursuant to Federal Rule of Criminal Procedure 32 c 3 A and 18 U. The court holds that plaintiff's complaints lodged with several DOT offices and his request for mediation were insufficient to exhaust his administrative remedies.
Additionally, the court finds that DOT's declaration adequately explains why the survey comments submitted by employees of OCFO cannot be "culled out from the hundreds of comments submitted by all other FHWA employees. To the extent the FWHA processed EEO counseling logs, the court notes that plaintiff "has not introduced any evidence to contradict DOT's assertion that  redacted information [related to pre-complaint informal counseling] falls outside the scope of his request.
Prison Legal News v. Re: Request for videos of perpetrators and autopsy photos of victim used in the prosecution of a federal death penalty case. The court grants plaintiff's request for forty percent of the total fees incurred in litigating this action - a figure that it represented as commensurate with amount of time it spent litigating the claims on which it prevailed.
The court dismisses EOUSA's argument that "Prison Legal News's success was not qualitatively large enough to justify an award based on the hours expended on the case. The court significantly reduces plaintiff's award with respect to its request for fees associated with litigating the attorney fee issue. The court reasons that "no substantial time was needed compile or review [plaintiff's work] records," "the legal issues associated with a request for legal fees are neither novel or complicated," and "the attorney fee award request is disproportionate to the entire amount of attorney fees incurred for the entire matter.
Re: Requests for records related to a telephone intercept authorization related to plaintiff; complaints and investigations concerning an Assistant United States Attorney and DEA agents; third parties; and various records pertaining to plaintiff. The court rejects plaintiff's arguments that his failure to exhaust "'presented no risk of undermining the purposes and policies underlying the exhaustion requirement.
The court notes that while "[i]t is true that information pertaining to wiretaps may be withheld under Exemption 3," DEA "neither explains that the agency had no discretion on the decision to withhold this information nor sets forth the particular criteria applied in reaching its decision to withhold certain information in the draft affidavit.
The court comments that although DEA did not sufficiently demonstrate that this letter qualified under the threshold of Exemption 7, it "certainly meets its threshold obligation under Exemption 6, as the information at issue applies to particular individuals. The court notes that "[i]ndividuals' privacy interests are substantial given the nature of law enforcement records" and plaintiff "does not.
Reynolds v. Att'y Gen. Sioux Honey Assoc. United States , No. Int'l Trade Aug. Re: Claim regarding United States Customs and Border Protection's CBP's alleged failure to publish guidelines on the exercise of its authority to cancel customs bonds and charges. The court notes that redaction of such information "under circumstances similar to those described here has routinely been upheld. Because the court analyzed the withheld information under Exemption 7 C , it declines to "determine whether this same information properly has been withheld under Exemption 6.
Uhuru v. Parole Comm'n , No. The court finds that "[w]here, as here, plaintiff concedes that he has received all the records he requested, it cannot be said that the USPC improperly withheld agency records. The court reasons that "[b]ecause the USPC released the requested records after plaintiff filed his lawsuit, its actions reasonably can be considered 'a voluntary or unilateral change in position by the agency. Dep't of the Treasury , No. The court finds that "utilizing the date the search commences as a cut-off date does not unduly prejudice the requesting party, because it may easily file a follow-up request for documents created after the date the search commenced.
Treasury properly invoked the deliberative process privilege to protect "internal drafts of transactional documents" and documents reflecting "internal discussion as to the transaction terms. Additionally, the court rejects plaintiff's claim that factual material can be segregated from those draft documents, finding that there is "no way to separate" that information and "[t]o the extent that the drafts contain language that did not exist in the final transactional documents, disclosure would reveal options that the agency did not select.
With regard to certain press releases, the court concludes that "[a]lthough opinions and recommendations regarding press inquiries do not qualify as deliberations about substantive policy decisions, disclosure of the various drafts of the press release at issue here would reveal how Treasury's deliberations with respect to the underlying substantive policy progressed over the course of several days.
The court finds that memos involving "analyses and assessments of the financial condition of AIG and the effect that its collapse would have on the financial system" and "the impact of Treasury's proposed intervention" which "predate Treasury's final decision to invest in AIG" as well as "emails commenting on [those] memos" are predecisional and deliberative. Additionally, documents related to the drafting and revision of agency guidelines and a proposed interim final rule were properly withheld because they "clearly fall within the traditional scope of the deliberative process privilege.
The court concludes that "email threads [that] relate to the final terms of the AIG trust instrument,""draft determination memoranda" regarding financial institution's eligibility for TARP funding, and discussion materials prepared by NYFRB and Morgan Stanley for Treasury all qualify for protection because they predate agency's final action and are deliberative in nature.
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Step 4: Finally, the formula for invested capital can be derived by adding net working capital, net fixed assets, and net intangible assets as shown below. It is important to understand the concept of invested capital because usually companies use it as a source of funds to either purchase fixed assets or to cover day-to-day operating expenses. Inherently, companies prefer this source of funding before opting to take out a loan from the bank.
On the other hand, an investor uses invested capital primarily to calculate the return on invested capital ROIC to monitor the investment profitability. This is a guide to Invested Capital Formula. Here we discuss how to calculate Invested Capital Formula along with practical examples. We also provide an Invested Capital calculator with a downloadable excel template.
New to Zacks? Get started here. Forgot Password. Create a New Account. When people talk about "investing" in a company, it's common to think in terms of buying equity -- a piece of ownership, usually by purchasing shares of stock. But lending money to a company represents investment, too.
The concepts of "invested capital" and "enterprise value" take into account all outside investment in a company, as both equity and debt. Whether you own equity in a company stock or hold debt in that company in the form of bonds or notes , you're an investor. You expect a return for your money, and that return must be sufficient to compensate you for the risk you bear.
Invested capital is important when determining whether a company is making what the finance industry calls an "economic profit" -- profit beyond the return required by investors as the cost of using their money. This differs from the more familiar "accounting profit," which is just a company's revenue minus its expenses. There are different ways to calculate invested capital using information from a company's balance sheet, but all should produce the same general result.
It starts with fixed and current assets because the value of a company's assets always equals its equity plus its liabilities that is, its debts. The equation then subtracts current liabilities -- obligations that must be paid in the near future.
Finally, it subtracts the cash balance. The reason for this: Cash that's sitting in a bank account or in a short-term investment which is where companies keep much of their cash isn't actually invested in the company itself. Enterprise value represents the value of a company's ongoing business.
It's perhaps best thought of as the "takeover value" -- what it would really cost you to buy the company. It's different from the traditional measure of company value, market capitalization. Market cap tells you how much it would cost to buy up all of a company's outstanding shares, which would make you that company's owner. But if you own the company, then you're responsible for paying all of its debt.