Item 1. Business
Overview
Green Ballast, Inc. is a Delaware corporation incorporated on April 13, 2011. We develop, market and distribute energy-efficient electronic ballasts for fluorescent fixtures in the commercial lighting industry. An electronic ballast is a device used with a fluorescent bulb to regulate the amount of electric current delivered to start and operate the bulb. It supplies the initial electricity to the bulb that creates light, and then it regulates the amount of electricity flowing through the bulb. We offer energy-efficient electronic ballasts as an alternative to traditional ballasts and existing daylight harvesting ballasts, also referred to as dimming ballasts. In addition to being energy-efficient, our ballasts are cost-effective, simple to install, low-maintenance, environmentally friendly and compatible with existing building management systems.
As described above under the heading “Explanatory Note,” this Comprehensive Form 10-K is being filed by us in order to become current in our filing obligations under the Exchange Act. As a result, this report is for each of the fiscal years ended December 31, 2014 and 2013, in lieu of filing separate reports for each of those fiscal years. Additionally, because of the amount of time that has passed since our last periodic report was filed with the SEC, the information included herein relating to our business and related matters is focused on our more recent periods.
Our Products
Our current product line consists of our daylight harvesting ballasts. Within this line we have several models that vary by bulb size, wattage and voltage. For example, our daylight harvesting ballast is available in models that can be applied to two-lamp, three-lamp, or four-lamp light fixtures. Our diverse product portfolio will give our customers the ability to choose products that meet their specific needs. Our ballasts come with a 5-year limited warranty covering defective materials and workmanship. If the ballast fails to operate during the warranty period, we will replace the ballast and pay for the installation of the new ballast. The various features of our product lines are further described below.
Daylight Harvesting Ballast Line
Each of the ballasts offered within our daylight harvesting ballast line operate in the manner set forth below. The ballast is the hub, that is, the control features are located within each ballast, making it completely self-contained and capable of adjusting the lamp output to optimal light level, fixture by fixture. This is accomplished via the following two technologies working simultaneously and seamlessly:
Tuning
The ballast can be custom-tuned to the optimal light level for each tenant’s space. As a result, we are able to offer our customers various desired visual environments with a single product. For example, property management building owners can install a consistent solution for the entire building, while providing tenants with flexibility to select specific illumination levels to best suit their needs. This level of customization offers single tenant solutions for each area of their facility. Tenants can achieve their optimal working environment needs while maximizing base energy-efficiency and environmental benefits. Baselines can be tuned from 100% to 40% maximum output for the first phase of savings.
Daylight Harvesting
Our ballasts have an individual photo sensor that measures the amount of ambient light in a room and seamlessly maintains the desired and tuned light levels that then reduce the fixture’s energy consumption. This is achieved without any calibration or commissioning. In contrast to some alternate solution providers that use centralized zoned photo controls, our solutions provide optimal energy savings and the customer’s desired consistent visual environment from perimeter edge to innermost lighting fixtures. Consulting efforts with our customers regarding tuning level and daylight harvesting can yield energy savings between 30% to 70%.
Sales and Marketing
We currently market our products to (i) commercial real estate end-users, (ii) energy service companies, (iii) original equipment manufacturers, and (iv) electrical lighting product distributors. We continue to evaluate which of these market channels we will focus on primarily in order to maximize our selling and marketing efforts.
End-Users
We market our ballasts directly to commercial real estate end-users which include commercial real estate developers, commercial building owners and managers, and tenants of commercial buildings. We will continue to track which areas of the country have the highest utility rates and higher rebate programs, and we will target end-users operating in those areas.
Energy Service Companies
We have developed relationships with leading national and regional energy service companies, or ESCOs. These are businesses that develop, install, and arrange financing for projects designed to improve the energy-efficiency and maintenance costs for facilities over a seven to twenty year time period. ESCOs offer the end-user a turn-key package for implementing energy-reduction products in new construction and renovations. ESCOs have the technical expertise to promote our products to their customers.
Original Equipment Manufacturers
Additionally, we market our products to original equipment manufacturers, or OEMs, that manufacture light fixtures to include our ballasts as part of the overall fixtures they sell to the end-user. Like ESCOs, OEMs also have the technical expertise to promote our products to their customers.
Electrical Lighting Product Distributors
We market our products to the leading electrical lighting product distributors in the commercial lighting industry.
Other Marketing Channels
We also leverage our sales and marketing efforts off of various rebate programs offered by utility companies for energy-efficient products. We target areas of the country where the utility companies provide the largest rebates for the purchase and installation of our products and where energy costs are the highest. This means that our customers are able to immediately begin enjoying the full energy savings of our products. We also participate in other utility rebate programs across the country.
Dependence on Key Customers
Our dependence on individual key customers can vary from period to period as a result of the significant size of some of our retrofit and new construction projects. As large retrofit and new construction projects are a significant component of our total sales plan, we may experience more customer concentration in given periods. In those periods in which our sales are concentrated in a few large customers, a reduction in sales from or loss of those customers would have had a material adverse effect on our results of operations and financial condition.
Research and Development
Shortly after we acquired the patented technology for our ballasts in April 2011, our engineers commenced work to improve our ballasts. We redesigned the internal components of the ballasts so that all features are self-contained and installation is easier. Also, the new design shortens production runtime and reduces manufacturing costs. We have developed several models of the daylight harvesting ballast that vary by bulb size, wattage, and voltage. During the fiscal year ended December 31, 2014 and December 31, 2013, we did not spend a material amount on research and development activities.
Manufacturing
Currently, we outsource the manufacturing of our ballasts to DuroPower, Inc., headquartered in Covina, California, and with manufacturing facilities in Beijing, China, who is able to provide us with any currently requested supply. DuroPower, Inc. is a leading manufacturer and supplier of advanced electronic ballasts for the fluorescent lighting industry.
The manufacturing process is essentially “an assembly process.” The components used in manufacturing our ballasts are off-the-shelf products. The technology our manufacturer employs is off-the-shelf technology. The “value-add” is in the savings resulting from the methodology in the way our manufacturer combines these components and applies today’s technology. Presently, we do not own any warehouses to store our products. We use third-party logistics providers to ship and store our products.
Competition
The commercial lighting industry is highly competitive. As further described below, we face competition from numerous types of vendors.
Traditional and Daylight Harvesting Ballasts
We primarily compete with vendors of commercial lighting products who offer traditional or daylight harvesting ballasts. Such companies include Lutron, Philips, Sylvania, General Electric and others. These companies have significantly greater financial, marketing and other resources than us, and they have longer operating histories, more customers and a better brand recognition. The ballasts currently offered by these companies, however, require installation of costly external components to achieve the daylight harvesting capabilities and addressability features which are built into our ballasts. As a result, we believe the benefits of our ballasts such as greater energy-efficiency, lower cost, shorter installation time, subtleness of dimming technology, and ability to integrate with existing building management systems provide us with an advantage over those companies.
LED Industry
We also compete with members of the light emitting diodes, or LED, industry which have begun to develop commercial lighting products using the LED technology.
Intellectual Property
We protect our intellectual property rights by relying on patents, trademarks, trade secret laws, federal, state and common law rights, as well as contractual restrictions. We own the trademark to our slogan “The Future of Fluorescent Lighting” and our Green Ballast logo. We own a patent covering the control system and self-containment technology incorporated into our ballasts. This patent expires in 2024.
Regulations, Standards and Approvals
All electronic products must be submitted to, and approved by, a testing agency such as Underwriters Laboratories, or UL, before they can be sold in the United States. Our ballasts are pre-tested for UL safety compliance in accordance with UL’s guidelines. In addition, we pre-test to verify that our ballast design meets our performance and reliability standards and that all settings, inputs and responses work as designed. We also pre-test to estimate the design life of the ballast.
UL has approved the available models of our daylight harvesting ballast for use in the United States. Additionally, the ballasts we have developed are designed in accordance with all applicable construction and operation standards established by the National Electrical Manufacturers Association and American National Standards Institute. We are also required to meet local electrical codes and industry standards of the American Society of Heating, Refrigerating and Air-Conditioning Engineers; International Electrical Code; California Title 24 Building Efficiency and the Consortium of Energy Engineers. Our ballasts currently meet the codes, regulations and industry standards applicable to them. Except for standard business licenses, we are not required to obtain any additional governmental approvals.
Employees
At December 31, 2014 and 2013, we had a total of one and seven full-time employees, respectively, and one and zero contractors and consultants, respectively, who provide marketing, accounting or engineering services.
Item 1A.
Item 1A. Risk Factors
Not required.
Item 1B.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2.
Item 2. Properties
We maintain our leased corporate offices at 2620 Thousand Oaks Boulevard, Suite 4000, Memphis, Tennessee. We believe our current facilities are adequate to meet current and near-term operating requirements.
Item 3.
Item 3. Legal Proceedings
In our last periodic report filed with the SEC on August 14, 2013, we disclosed that on June 28, 2013, we terminated William H. Bethell’s employment with the Company for cause and removed him as our Chief Financial Officer and Treasurer. On July 10, 2013, we were named as a respondent in a complaint filed by Mr. Bethell with the American Arbitration Association in Memphis, Tennessee. In the complaint, Mr. Bethell alleged a breach of contract, and asserted that we terminated his employment in contravention of his employment contract. The complaint seeks monetary damages for unpaid salary through the termination date and for the remainder of the term of his employment contract, additional shares of Common Stock of the Company and the release of Mr. Bethell from certain non-compete and confidentiality agreements. We believe we properly terminated Mr. Bethell’s employment, and that we have strong defenses to this claim. The arbitrators were recently selected and the arbitration is proceeding.
In our last periodic report filed with the SEC on August 14, 2013, we disclosed that on August 5, 2013, we filed a lawsuit in the United States District Court for the Western District of Tennessee, Western Division against Mr. Bethell, GNAC, LLC, Nick Bussanich and various unnamed defendants. Our lawsuit alleged that Messers. Bethell and Bussanich defamed the Company, violated non-compete agreements and non-disclosure agreements and breached their fiduciary duty and duty of loyalty by, among other things, soliciting sales from our then-current customers and communicating untrue information about us. The lawsuit further alleged that the various defendants conspired together and tortuously interfered with our business relationships and induced our employees to breach their contracts with us. Subsequently, we voluntarily dismissed the lawsuit.
Other than the disclosure provided above, we are not currently aware of any legal proceedings ongoing, pending, or threatened, which are expected to have a material adverse effect on our business or financial condition, and no such legal proceedings occurred during the fiscal years ended December 31, 2014 and December 31, 2013.
Item 4.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
In April 2012, our common stock was approved for quotation on the Over-the-Counter Bulletin Board , or OTCBB, operated by FINRA and on the OTCQB operated by OTC Markets Group under the symbol “GBLL.” In January 2013, our common stock ceased to be quoted on the OTCBB and began being quoted on the OTCQB. Currently, our common stock is being quoted on the OTC Pink Sheets. Thus, there is no established public trading market for our common stock, resulting in high and low bid information for our common stock for the quarterly periods within fiscal years 2014 and 2013 being unavailable.
Holders
As of June 2, 2015, there were approximately 138 holders of record of our common stock.
Dividends
We have not declared or paid any dividends on our common stock. Future dividends, if any, will be determined by our board of directors in light of circumstances then existing.
Securities Authorized for Issuance Under Equity Compensation Plans
Our sole equity compensation plan is our 2011 Restricted Stock Plan, or the Plan. The Plan is intended to advance our and our stockholders’ best interests by attracting, retaining, and motivating key employees and consultants with additional incentives through awards of restricted stock. The Plan will terminate on December 31, 2017. The Plan provides that our board of directors, itself or by committee, will administer the Plan. The board of directors or a committee (whichever is applicable) has the flexibility to determine the timing and amount of restricted stock awards to be granted to eligible participants, who are our key employees and consultants. The board of directors or a committee may also establish performance criteria for the restricted stock awards or take any action necessary to administer the Plan.
The maximum aggregate number of shares that we may issue under the Plan is 57,500,000 shares of our common stock. If any of the awards granted under the Plan expire, terminate, are canceled, or are forfeited for any reason before they have been exercised, vested or issued in full, the unused shares subject to those expired, terminated, canceled or forfeited awards will again be available for grant under the Plan. During fiscal years 2014 and 2013, all but one of our employees was terminated. All shares held by these terminated employees were forfeited pursuant to the terms of the Plan. We did not pay any consideration to such terminated employees in respect of such forfeited shares. As of June 2, 2015, 13,901,960 shares of restricted stock are authorized and available for issuance under the Plan.
Recent Sales of Unregistered Equity Securities
From October 2012 to January 2013, the Company entered into purchase agreements with certain accredited investors pursuant to which the Company issued eleven 8% Mandatorily Convertible Notes (the “Investor Notes”) in the aggregate principal amount of $675,000 and an aggregate of 675,000 shares of common stock, $0.0001 par value per share for aggregate proceeds of $675,000. These Investor Notes matured on October 16, 2013 and had a principal balance of $675,000 as of that date. The common stock was recorded at its fair value of $140,000. A resulting discount to the Investor Notes was recognized as an adjustment to interest expense over the life of the note using a method that approximates the effective-interest method. Upon a closing of a subsequent private placement of our equity or equity linked securities (a “Subsequent Offering”) and upon the completion of a recapitalization of our capital stock resulting in the reduction of the number of shares of our outstanding Common Stock (each, a “Conversion Event”), the outstanding principal amount of each Investor Note is automatically convertible into shares of our Common Stock. The number of shares of Common Stock to be issued upon conversion is equal to (a)(i) the principal amount of the Investor Note (ii) divided by the pre-money valuation of the Company used in the Subsequent Offering, and then (iii) multiplied by the number of shares of Common Stock outstanding after the Conversion Event (the “Base Number”), plus (b) 20% of the Base Number. On the conversion date, all accrued but unpaid interest on the Notes will be forgiven. The Investor Notes have an outstanding aggregate principal balance of $675,000 as of December 31, 2014 and 2013.
In July 2014, the Company entered into an agreement with a financial advisory firm to provide strategic, financial, operational and other relevant advisory services to help optimize the Company’s growth strategy and enhance shareholder value. The Company agreed to pay a monthly retainer fee of $20,000 during term of Agreement. From July 2014 to December 2014, the Company borrowed the total sum of $60,000 from an accredited investor to pay said retainer fees, by issuing three 8% convertible notes in the aggregate principal amount of $60,000 (the “July 2014 Notes”). The July 2014 Notes are convertible into common stock at the option of the holder on a dollar for dollar basis on the same terms as other investors when a conversion event occurs as defined in the July 2014 Notes.
The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act of 1933 in reliance on Rule 506 of Regulation D, in that the issuance of securities to the accredited investors did not involve a public offering, and on Section 4(2)(a) of the Securities Act. The recipient of securities in each of these transactions represented to us that the securities were acquired for investment only and not with a view to or for sale in connection with any distribution thereof.
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion of our results of operations and financial condition with the financial statements and related notes included elsewhere in this Comprehensive Form 10-K. This discussion contains forward-looking statements. Actual results may differ materially from those contained in any forward-looking statements.
We are an innovator, developer and marketer of energy-efficient electronic ballasts in the commercial lighting industry. Our daylight harvesting ballasts conserve energy and can greatly reduce the energy costs of operating commercial buildings. With rising utility rates, dwindling natural resources, an inadequate national power grid and regulatory mandates to conserve energy, we believe our products are positioned to take advantage of this market opportunity.
Since our inception on April 13, 2011, we have focused our efforts on building our business operations and making further refinements and developments to our technology. We have not generated any significant revenues and have used cash realized from our initial capitalization, borrowings and from our recent private offerings to fund our operating expenses.
As described above under the heading “Explanatory Note,” this Comprehensive Form 10-K is being filed by us in order to become current in our filing obligations under the Exchange Act. The discussion that follows includes a discussion of our results of operations and financial condition for the fiscal years ended December 31, 2014 and December 31, 2013 and the interim periods within 2014 and 2013 as well as the three months ended September 30, 2013.
Critical Accounting Policies and Estimates
The preparation of our financial statements requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, the disclosure of contingent liabilities and the reported amounts of revenues and expenses. Our estimates are based on assumptions we believe are reasonable under the circumstances. We will evaluate our estimates on an ongoing basis and make changes as experience develops or as we become aware of new information. Actual results may differ from these estimates.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.
Revenues
We recognize revenue when all of the following conditions exist: (i) persuasive evidence of an arrangement between us and our customer, (ii) delivery has occurred, (iii) the revenue amount is determinable, and (iv) collection is reasonably assured. Valuation allowances are established for estimated returns, allowances, and discounts at the time revenue is recognized.
Product Warranties
We provide a limited warranty covering defective materials and workmanship. We generally provide for a 5-year warranty on our products. In the event a claim is made by a customer on a warranty, we will replace the product and reimburse the purchaser $10.00 per ballast to defray any installation costs. We accrue estimated warranty costs at the time products are sold.
Income Taxes
Our financial statements include an estimate of income taxes assessed for any legal jurisdiction in which we operate. These income taxes include both a current amount, as well as a deferred portion which results from a variety of temporary book versus tax treatment differences, including net operating loss carryforwards. These differences result in deferred tax assets and liabilities, which are included in the consolidated balance sheet. Once established, any deferred tax asset must be evaluated to determine whether it is more likely than not that the future tax benefits will be realized, including the likelihood that we will generate sufficient future taxable income to utilize the full amount. When facts and circumstances warrant, we will establish, increase or reduce valuation allowances associated with deferred tax assets in order to reflect which assets meet the more-likely-than-not realizability test. Based on the cumulative losses and lack of operating history, we have recorded a valuation allowance against our net deferred tax assets as we believe that it is more likely than not that these deferred tax assets will not be realized.
Impairment of Long-Lived Assets
We account for long-lived assets in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 350, Intangibles - Goodwill and Other (ASC 350). We periodically evaluate long-lived assets for indicators that would suggest that the carrying amount of the assets may not be recoverable. The judgments regarding the existence of such indicators are based on factors such as operating performance, market conditions, and legal factors. The valuation of long-lived assets requires the use of judgment in evaluating these indicators.
In accordance with ASC 350, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. Our long-lived assets consist primarily of a patent which has a definite life.
Based on the current and projected near term operating results for the Company, the ability to project long-term operating results is not considered reliable. Therefore, management has decided that the intangibles are impaired as of December 31, 2014. The Company determined the fair value exceeded the carrying value as of December 31, 2014 and 2013. The Company relied on a recent third-party purchase of a portion of the Company’s indebtedness, which is secured primarily by the intangibles, in order to estimate the fair value of the intangibles. This method indicated that the carrying value of the intangibles is less than the implied fair value. Accordingly, no impairment charge was recognized.
Results of Operations
Results of Operations for the Years Ended December 31, 2014 and 2013
Revenue
For the year ended December 31, 2014, we had revenue of approximately $318,022, compared with revenue of $1,446,365 for the year ended December 31, 2013. The decrease of our revenue was principally due to our limited business operations during fiscal year 2014.
Net Loss
For the year ended December 31, 2014, our net loss was approximately $1,166,786 compared with a net loss of $2,704,859 for the year ended December 31, 2013. Our losses in 2014 decreased primarily due to our limited business operations during fiscal year 2014.
Operating Expenses
Operating expenses include sales and marketing expenses, compensation-related costs of our employees, dedicated general and administrative activities, legal fees, audit and tax fees, consultants and professional services and general corporate expenses.
Total operating expenses were $808,452 for the year ended December 31, 2014 compared with $2,324,528 for the year ended December 31, 2013. The decrease in our operating expenses were principally due to our limited business operations during fiscal year 2014.
Interest Expense
Net interest expense was $492,802 for the year ended December 31, 2014 compared with $721,476 for the year ended December 31, 2013. The decrease in our interest expense was principally due to our limited operations during fiscal year 2014, and the satisfaction of certain of our indebtedness.
Comparison of the Three Months Ended September 30, 2014 to the Three Months Ended September 30, 2013
For the three months ended September 30, 2014, we had revenue of approximately $33,028, compared with revenue of $242,411 for the three months ended September 30, 2013. The decrease was principally due to our limited business operations during fiscal year 2014.
During the three months ended September 30, 2014, our net sales were $33,028, cost of sales were $16,190 and our gross profit was $16,838, compared with net sales of $242,411, cost of sales of $219,436 and gross profit was $22,975 for the three months ended September 30, 2013.
For the three months ended September 30, 2014, our operating expenses were $176,496, compared with operating expenses of $140,251 for the three months ended September 30, 2013, resulting in our operating loss of $159,658 for the third quarter of 2014.
Comparison of the Three Months Ended June 30, 2014 to the Three Months Ended June 30, 2013
For the three months ended June 30, 2014, we had revenue of approximately $98,831, compared with revenue of $462,686 for the three months ended June 30, 2013. The decrease was primarily due to our limited business operations during fiscal year 2014.
During the three months ended June 30, 2014, our net sales were $98,831, cost of sales were $13,574 and our gross profit was $85,257, compared with net sales of $462,686, cost of sales of $335,385 and gross profit was $127,301 for the three months ended June 30, 2013.
For the three months ended June 30, 2014, our operating expenses were $189,911, compared with operating expenses of $874,975 for the three months ended June 30, 2013, resulting in our operating loss of $104,654 for the second quarter of 2014.
Comparison of the Three Months Ended March 31, 2014 to the Three Months Ended March 31, 2013
For the three months ended March 31, 2014, we had revenue of approximately $178,072, compared with revenue of $233,351 for the three months ended March 31, 2013. The decrease was primarily due to our limited business operations during fiscal year 2014.
During the three months ended March 31, 2014, our net sales were $178,072, cost of sales were $146,771 and our gross profit was $31,301, compared with net sales of $233,351, cost of sales of $71,564 and gross profit was $161,787 for the three months ended March 31, 2013.
For the three months ended March 31, 2014, our operating expenses were $348,535, compared with operating expenses of $1,081,187 for the three months ended March 31, 2013, resulting in our operating loss of $317,234 for the first quarter of 2014.
Comparison of the Years Ended December 31, 2013 and 2012
You should read the following discussion of relating to our results of operations and financial condition for the fiscal year ended December 31, 2012 with the financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which was filed with the SEC on April 1, 2013.
Revenue
For the year ended December 31, 2013, we had revenue of approximately $1,446,365, compared with revenue of $815,021 for the year ended December 31, 2012. The increase was principally due to continued sales and marketing efforts and acceptance by our customers in 2013.
Net Loss
For the year ended December 31, 2013, our net loss was approximately $2,704,859 compared with a net loss of $5,661,932 for the year ended December 31, 2012. Our losses in 2013 decreased primarily due to our limited business operations during fiscal year 2013 and our reduction in expenses related to research and development.
Operating Expenses
Operating expenses include sales and marketing expenses, compensation-related costs of our employees, dedicated general and administrative activities, legal fees, audit and tax fees, consultants and professional services and general corporate expenses.
The total operating expenses were $2,324,528 for the year ended December 31, 2013 compared with $4,968,581 for the year ended December 31, 2012. The decrease as principally due to reduction in expenses related to personnel and research and development.
Interest Expense
Net interest expense was $721,476 for the year ended December 31, 2013 compared with $792,490 for the year ended December 31, 2012. The decrease was principally due to a decrease in amortization of debt discounts for the Gemini and GBL Notes.
Comparison of the Three Months Ended September 30, 2013 to the Three Months Ended September 30, 2012
For the three months ended September 30, 2013, we had revenue of approximately $242,411, compared with revenue of $88,667 for the three months ended September 30, 2012. The increase was principally due to an increase in distributor revenue.
During the three months ended September 30, 2013, our net sales were $242,411, cost of sales were $219,436 and our gross profit was $22,975, compared with net sales of $88,667, cost of sales of $63,171 and gross profit was $25,496 for the three months ended September 30, 2012. The increase was principally due to an increase in distributor revenue.
For the three months ended September 30, 2013, our operating expenses were $140,251, compared with operating expenses of $1,072,608 for the three months ended September 30, 2012, resulting in our operating loss of $117,276 for the third quarter of 2013.
Liquidity and Capital Resources
Since our inception in April 2011, we have relied primarily on funds raised through the sale of our securities and from borrowings to fund our operations. The Company did not experience a substantial increase in sales in fiscal years 2014 and 2013, including the interim periods contained therein, and additional financing was needed to fund our operations. To meet our liquidity needs during fiscal years 2014 and 2013, we raised approximately $1.1 million by issuing notes and shares of our common stock.
Due to our net losses and negative cash flow from our operations since inception, and our expectation that these conditions will continue for the foreseeable future, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is subject to our ability to obtain necessary funding from outside sources, including additional funding from the sale of our equity or debt securities and short-term financings, and to increase sales of our products. We are presently engaged in discussions with several potential investors in order to raise the additional funds needed to sustain our operations.
We anticipate that our sales will remain at their current level so that, along with funds generated by additional financing, we should be able to fund our limited operations for the remainder of 2015. However, there can be no assurance that we will be successful in obtaining such funding. Even if we are successful in raising the additional funds, we could incur unexpected costs or expenses or fail to collect on our accounts receivable, or experience other unexpected cash requirements that could force us to seek additional financing. In addition, if we issue additional equity or debt securities, stockholders are likely to experience additional dilution, and the new equity securities may have rights, preferences or privileges that are superior to those of existing holders of our common stock.
If we are unsuccessful in obtaining additional financing, we will be required to further reduce the scope of our operations, further reduce our commercialization efforts and take other action to substantially reduce our expenses. There is no assurance that such activity will be sufficient to maintain operations until any additional financing can be located. If we fail to obtain such financing or if we are unable to increase our sales and decrease, or delay paying, our expenses, we will have to discontinue our operations.
Off-Balance Sheet Arrangements
As of December 31, 2014 and 2013, we had no off-balance sheet arrangements that have, or are reasonably likely to have a current or future effect on our financial conditions, results of operations, liquidity, capital expenditures or capital resources.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data
Information called for by this item is set forth in the Company’s financial statements and supplementary data contained in this Comprehensive Form 10-K on page. Quarterly financial information is included in order to become current with our SEC filings. The quarterly financial information included in this Comprehensive Form 10-K has not been reviewed by our independent registered public accountants.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer/Chief Financial Officer and Principal Accounting Officer, the Company conducted an evaluation of the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(a) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on these evaluations, the principal executive officer and principal financial officer have identified a material weakness in our internal control over financial reporting. Suspended operations subsequent to June 30, 2013 resulted in the lack of full-time employees devoted to financial reporting. Therefore, non-routine transactions related to debt, revenue, equity, and inventory were improperly recorded. These non-routine transactions, as well as issues with cutoff, resulted in numerous changes during the audit. The Company is in the process of regaining control of financial reporting by enhancing review procedures and dedicating resources to ensure that transactions are properly recorded in accordance with GAAP. Because of the material weakness and our inability to timely file our periodic reports with the SEC, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the following dates: December 31, 2014, September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013 and September 30, 2013.
Management’s Annual Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Even effective internal controls, no matter how well designed, have inherent limitations such as the possibility of human error or of circumvention or overriding of controls, and consideration of cost in relation to benefit of a control. Moreover, effectiveness must necessarily be considered according to the existing state of the art of internal control. Further, because of changes in conditions, the effectiveness of internal controls may diminish over time.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013 and December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.
Based on these evaluations under the framework in Internal Control-Integrated Framework, we identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Suspended operations subsequent to June 30, 2013 resulted in the lack of full-time employees devoted to financial reporting. Therefore, non-routine transactions related to debt, revenue, equity and inventory were improperly recorded. These non-routine transactions, as well as issues with cutoff, resulted in numerous changes during the audit. The Company is in the process of regaining control of financial reporting by enhancing review procedures and dedicating resources to ensure that transactions are properly recorded in accordance with GAAP.
The Remediation Plan
Although as of December 31, 2014 and December 31, 2013, respectively, we had not yet remediated the material weakness in our internal control over financial reporting identified during our 2013 through 2014 reviews, management has initiated the following remediation steps to address the material weakness described above:
●
We will continue to focus on improving the skill sets of our accounting and finance function, through education and training;
●
We will continue to consider the engagement of qualified professional consultants to assist us in cases where we do not have sufficient internal resources, with management reviewing both the inputs and outputs of the services;
●
Upon the successful completion of a financing sufficient to support operations for at least two years, we will consider the hiring of additional accounting and finance staff with the commensurate knowledge, experience and training necessary to complement the current staff in the financial reporting functions; and
●
We will further develop our financial statement closing and reporting practices to include additional levels of checks and balances in our procedures and timely review.
Changes in Internal Control over Financial Reporting
There has been no change in the Company’s internal control over financial reporting during the fiscal years ended December 31, 2014 and December 31, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. However, as discussed above, we have identified a material weakness in our internal control over financial reporting.
This annual report does not include an attestation report of our independent auditors regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent auditors pursuant to temporary rules of the SEC that permit our company to provide only management’s report in this annual report.
Item 9B.
Item 9B. Other Information
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
The following are the names of our current executive officers and directors, as well as those who served as executive officers and directors during the fiscal years ended December 31, 2014 and 2013, their present (or former) positions with the Company and certain biographical information. Their respective backgrounds are described below.
As of the date of this Comprehensive Form 10-K, our only director is J. Kevin Adams.
(1) Mr. Bethell was terminated for cause on June 28, 2013. Mr. Bethell resigned as a director on August 18, 2013.
(2) Mr. Clarkson resigned on January 17, 2014.
(3) Ms. Sharp resigned on January 17, 2014.
(4) Mr. Lamberson, Jr. resigned on January 17, 2014.
(5) Mr. Weisman resigned on August 14, 2013.
Executive Officers
J. Kevin Adams has served as our Chief Executive Officer, President and a director since April 2011. Mr. Adams is responsible for all of our business operations. Mr. Adams oversees all key client relationships as well as the marketing of new business and investment opportunities. Since 1997, Mr. Adams has also been the Chief Executive Officer of CB Richard Ellis Memphis, LLC, a leading commercial real estate services firm located in Memphis, Tennessee (“CBRE | Memphis”) and a part of the CBRE Group, Inc. network. Mr. Adams devotes an amount of his business time serving as our Chief Executive Officer as he deems necessary and appropriate to perform his duties and to help us grow and prosper. Mr. Adams received his Bachelor of Business Administration from Southern Methodist University. We believe Mr. Adams is qualified to serve on our board of directors because of his significant business experience as an executive officer of other companies. Mr. Adams also has extensive experience in large scale commercial real estate.
Penelope Springer has served as our principal accounting officer since June 2013. Ms. Springer is also the Chief Financial Officer of CBRE | Memphis. At CBRE | Memphis, Ms. Springer is responsible for all financial operations of the company, including budgeting, financial analysis and reporting, commission-generated revenue, and the monitoring of compliance with established accounting policies and procedures. Prior to joining CBRE | Memphis Memphis in 1994, Ms. Springer worked with one of the largest and most respected accounting firms in the country, Coopers and Lybrand, which is now doing business as PricewaterhouseCoopers. During her five years at Coopers and Lybrand, she was a senior associate in the audit department.
William Bethell served as our Chief Financial Officer and Treasurer from April 2011 until his termination in June 2013, and as a director from April 2011 until his resignation in August 2013. During his tenure, Mr. Bethell oversaw our regulatory compliance, investor relations, finance, accounting, human resources, and information technology and assisted in operations.
Kevin Clarkson served as our Executive Vice President - Product Development and a director from April 2011 until January 17, 2014. During his tenure, Mr. Clarkson was responsible for sales, marketing, research and development.
Former Non-Employee Directors
Mary F. Sharp served as a director from April 2011 to January 17, 2014. Since 2005, Ms. Sharp has been the Chief Operating Officer of CBRE | Memphis. Ms. Sharp oversees the asset services division of CBRE | Memphis and the company’s business operations, including business planning, human resources, and marketing.
John H. Lamberson, Jr. served as a director from April 2011 to January 17, 2014. Mr. Lamberson became Executive Vice President of CBRE | Memphis in 2005. In that capacity, Mr. Lamberson is responsible for directing all investment sales operations and financial analysis projects of the company.
Peter J. Weisman served as a director from April 2011 to August 14, 2013. Mr. Weisman is an attorney with the law firm of Peter J. Weisman, P.C. and has practiced in the small-cap investment management industry since 2001. Mr. Weisman was nominated to our board of directors in accordance with our contractual arrangements with Gemini Master Fund, Ltd., which has since been terminated.
Audit Committee
Currently, our board of directors serves as the Audit Committee of the Company. We do not have an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. At this time, no qualified candidates have been identified and there can be no assurance that we can attract and retain an independent director to act as our “audit committee financial expert.”
Code of Ethics
We are committed to maintaining the highest standards of business conduct, which we believe are essential to running our business efficiently, serving our shareholders well, and maintaining integrity in the marketplace. The board of directors has adopted a Code of Ethics for senior executives, which provide the framework for the governance of the Company. A copy of our Code of Ethics may be found on our website at www.greenballastinc.com.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive officers, and beneficial owners of more than 10% of our common stock to file reports regarding their ownership and changes in ownership of our common stock with the SEC, and to furnish us with copies of all Section 16(a) reports that they file.
To our knowledge, based solely on review of the copies of such reports furnished us and representations that no other reports were required, during the fiscal years ended December 31, 2014 and December 31, 2013, all Section 16(a) filing requirements applicable to our directors, executive officers, and beneficial owners of more than 10% of our common stock were completed on a timely basis.
Item 11.
Item 11. Executive Compensation
Summary Compensation Table
The following table sets forth summary compensation information, for the individuals serving as our principal executive officer and our other two most highly compensated executive officers, each of whom is a named executive officer.
(1) The amounts in the Stock Awards column represent grant date fair value computed in accordance with FASB ASC Topic 718. Stock Awards consist of restricted stock issued under the 2011 Restricted Stock Plan. The grant date fair value per share is equal to $0.045 per share. See note 9 to our Financial Statements contained in our Comprehensive Form 10-K for a discussion of assumptions used to determine fair value of Stock Awards.
(2) Represents premiums for life and accidental death insurance that we paid on behalf of the named executive.
(3) Mr. Bethell was terminated for cause on June 28, 2013.
Outstanding Equity Awards
The table below sets forth information regarding the outstanding equity awards held by our named executive officers at December 31, 2014.
(1) These shares vest in accordance with the Restricted Stock Plan and the respective stock award agreement for each named executive officer. See “Executive Compensation - Restricted Stock Plan” for a description of the vesting conditions.
(2) Shares of our common stock were not traded on any market at December 31, 2014. As such, the closing market price of our common stock cannot be used at this time to compute the market value of the unvested shares. We believe the market price of the unvested shares is $0.25 per share based on the last offering price of shares of our common stock sold to our stockholders in a private offering.
(3) Mr. Adams has assigned all of his unvested shares to the Adams Family Limited Partnership and various estate planning trusts. Mr. Adams’ wife is the general partner and Mr. Adams is a limited partner of the Adams Family Limited Partnership.
(4) Mr. Bethell was terminated for cause on June 28, 2013.
The table below sets forth information regarding the outstanding equity awards held by our named executive officers at December 31, 2013.
(1) These shares vest in accordance with the Restricted Stock Plan and the respective stock award agreement for each named executive officer. See “Executive Compensation - Restricted Stock Plan” for a description of the vesting conditions.
(2) Shares of our common stock were not traded on any market at December 31, 2013. As such, the closing market price of our common stock cannot be used at this time to compute the market value of the unvested shares. We believe the market price of the unvested shares is $0.25 per share based on the last offering price of shares of our common stock sold to our stockholders in a private offering.
(3) Mr. Adams has assigned all of his unvested shares to the Adams Family Limited Partnership and various estate planning trusts. Mr. Adams’ wife is the general partner and Mr. Adams is a limited partner of the Adams Family Limited Partnership.
(4) Mr. Bethell was terminated for cause on June 28, 2013.
Executive Employment Agreements
We have entered into employment agreements with our Chief Executive Officer and Chief Financial Officer each of whom is a named executive officer. In March 2014, we terminated the employment agreement between us and our Chief Financial Officer. As described below, the employment agreement between us and our Chief Executive Officer automatically renewed for an additional year in March 2014. The following are descriptions of these employment agreements.
J. Kevin Adams. On June 23, 2011, we entered into an employment agreement with J. Kevin Adams in connection with Mr. Adams’ employment as Chief Executive Officer (the “Adams Employment Agreement”). The Adams Employment Agreement runs until March 31, 2014 with automatic renewals thereafter for terms of one year each. Mr. Adams received a base salary of $131,250 for fiscal year 2011 and $225,000 for fiscal year 2012. Pursuant to the terms of the Adams Employment Agreement, Mr. Adams was entitled to receive a base salary of $250,000 for fiscal year 2013, and $275,000 for fiscal year 2014. Due to our inability to generate sufficient revenue our limited access to financing, Mr. Adams only realized $21,875 and $0.00 in actual base salary in 2013 and 2014, respectively. Mr. Adams was issued 16,499,700 restricted shares which are to vest and become unrestricted in accordance with the terms of Mr. Adams’ Restricted Stock Award Agreement and our 2011 Restricted Stock Plan described below.
Mr. Adams’ duties will include all duties and responsibilities required of the Chief Executive Officer. During the term of his employment, Mr. Adams is entitled to two weeks of vacation to be used at a time that is mutually convenient with his duties and his obligations to us. Pursuant to the terms of the Adams Employment Agreement , Mr. Adams is entitled to bonus awards under the agreement in the amount of $250,000 for fiscal year end 2013, and $275,000 for fiscal year end 2014. Mr. Adams’ bonus awards are conditioned upon the following occurrences:
● The vesting conditions set forth in our 2011 Restricted Stock Plan must have been met. Any accrued or deferred bonus compensation will be prorated and earned in one-third increments as each of the three vesting conditions set forth in the 2011 Restricted Stock Plan are met.
● Green Ballast LLC has either received or has the ability to realize in cash any outstanding balance of its initial investment of $3,000,000 in us.
● Our board of directors has approved the payment of the bonus compensation after considering, among other things, the availability of sufficient funds for payment of such compensation.
Mr. Adams is also eligible for discretionary bonus compensation. The discretionary bonus compensation may be received in lieu of, but not in addition to, any other bonus compensation. The discretionary bonus compensation is determined considering, but not being limited by, the following criteria:
● Successful efforts to cause Underwriters Laboratories to transfer the existing Axis Technologies Inc. file to the us;
● Successful efforts to cause a first or second tier public accounting firm to accept us as an audit client;
● Successful efforts to cause any major utility company to acknowledge our products qualify for such utility company’s rebate program;
● The availability of funds to pay bonus compensation; and
● Such other facts as either Mr. Adams or our board of directors shall submit for consideration.
No bonuses were paid during fiscal year 2013 or fiscal year 2014.
Upon vountary termination of employment, Mr. Adams must forfeit all unvested restricted stock. Upon termination of Mr. Adam’s employment by us with or without cause, Mr. Adams will be entitled to retain a portion of his unvested restricted stock in accordance with his Restricted Stock Award Agreement.
Upon permanent disability or death, Mr. Adams’ estate is entitled to any earned but unpaid base salary and bonus compensation and the reimbursement of business expenses incurred. In the event of permanent disability or death, and if Mr. Adams or Mr. Adams’ heirs elect for COBRA premium health care coverage, we will pay the COBRA premiums for up to six months for Mr. Adams and Mr. Adams’ surviving spouse and children in the event of permanent disability and Mr. Adams’ surviving spouse and children in the event of death. In the event of death, all unvested restricted stock shall immediately vest and Mr. Adams’ estate will be entitled to all vested stock.
If Mr. Adams’ employment is terminated by him or by us for cause, he would be entitled to any earned but unpaid base salary and bonus compensation and the reimbursement of business expenses incurred. If we terminate Mr. Adams’ employment without cause, he is entitled to a lump sum amount of any earned but unpaid base salary and bonus compensation, the balance of Mr. Adams’ base salary through the term of the agreement and the reimbursement of business expenses incurred. In the event of termination without cause, and if Mr. Adams elects for COBRA premium health care coverage, we will pay the COBRA premiums for up to six months for Mr. Adams and his surviving spouse and children.
Upon a change of control, all options and restricted stock granted to Mr. Adams that is not considered deferred compensation for Code Section 409A shall become fully vested on the date of the change of control.
William Bethell. On June 23, 2011, we entered into an employment agreement with William Bethell in connection with Mr. Bethell’s employment as Chief Financial Officer (the “Bethell Employment Agreement”). Mr. Bethell’s employment with the Company was terminated on June 28, 2013 and the Bethell Employment Agreement was terminated in March 2014. Mr. Bethell received a base salary of $131,250 for fiscal year 2011 and a base salary of $225,000 for fiscal year 2012. Pursuant to the terms of the Bethell Employment Agreement, Mr. Bethell was entitled to receive a base salary of $250,000 for fiscal year 2013, and $275,000 for fiscal year 2014. Mr. Bethell was issued 16,499,700 restricted shares during his tenure as Chief Financial Officer and Treasurer, but 6,466,680 shares were forfeited upon his termination.
Pursuant to the Bethell Employment Agreement, upon a termination for cause, Mr. Bethell would be entitled to any earned but unpaid base salary and bonus compensation and the reimbursement of business expenses incurred. Upon a termination without cause, Mr. Bethell is entitled to a lump sum amount of any earned but unpaid base salary and bonus compensation, the balance of Mr. Bethell’s base salary through the term of the agreement and the reimbursement of business expenses incurred. In the event of termination without cause, and if Mr. Bethell elects for COBRA premium health care coverage, we will pay the COBRA premiums for up to six months for Mr. Bethell and his surviving spouse and children. Mr. Bethell’s termination was for cause.
Upon a change of control, all options and restricted stock granted to Mr. Bethell that are not considered deferred compensation for Code Section 409A shall become fully vested on the date of the change of control.
Potential Payments Upon Termination or Change in Control
Information regarding potential payments to our named executive officers upon termination or a change in control was detailed in the above section on Executive Employment Agreements.
Restricted Stock Plan
We have established the 2011 Restricted Stock Plan. The Plan is intended to advance our and our stockholders’ best interests by attracting, retaining, and motivating key employees and consultants with additional incentives through awards of restricted stock. The Plan will terminate on December 31, 2017. The Plan provides that our board of directors, itself or by appointing committee, will administer the Plan. The board of directors or a committee (whichever is applicable) has the flexibility to determine the timing and amount of restricted stock awards to be granted to eligible participants, who are our key employees and consultants. The board of directors or committee may also establish performance criteria for the restricted stock awards or take any action necessary to administer the Plan.
All restricted stock issued under a restricted stock award will vest as follows:
● 1/3 of such restricted stock will vest on the first date we attain an average market capitalization for any 10 trading days during any 15 consecutive trading day period in excess of $15.87 million;
● 1/3 of such restricted stock will vest on the first date we attain an average market capitalization for any 10 trading days during any 15 consecutive trading day period in excess of $60 million; and
● 1/3 of such restricted stock will vest on the first date we attain an average market capitalization for any 10 trading days during any 15 consecutive trading day period in excess of $120 million.
In addition, restricted stock will vest upon a change in control and upon the death of the participant under the restricted stock award. The board of directors or committee may, in its discretion, accelerate the vesting of restricted stock or waive or amend any conditions of a grant of a restricted stock award.
A participant under a restricted stock award may vote and receive dividends on the restricted stock before it has vested.
If the participant is no longer a consultant or, in the case of an employee, has voluntarily terminated his or her employment before the participant’s restricted stock vests, the participant will forfeit all of his or her unvested restricted stock. If an employee is terminated by us before the employee’s restricted stock has vested, the employee may retain the equivalent of 1/60th of the employee’s unvested restricted stock for every month or partial month of employment prior to termination. In such event, the retained restricted stock will vest in the same manner and amount had the employee remained employed at the time the vesting conditions set forth above occur, if at all.
The maximum aggregate number of shares that we may issue under the Plan is 57,500,000 shares of our common stock. If any of the awards granted under the Plan expire, terminate, are canceled, or are forfeited for any reason before they have been exercised, vested or issued in full, the unused shares subject to those expired, terminated, canceled or forfeited awards will again be available for grant under the Plan. During fiscal years 2014 and 2013, all but one of our employees was terminated. Employees forfeited shares that were unearned based on their service periods. We did not pay any consideration to such terminated employees in respect of such forfeited shares. As of June 2, 2015, 13,901,960 shares of restricted stock are authorized and available for issuance under the Plan.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Management
The table below sets forth information, as of the dates indicated, with respect to the beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of our common stock by each of our directors and our named executive officers, and all of our directors and executive officers as a group.
The persons named in the tables below have sole voting and investment power with respect to all shares of common stock owned by them, unless otherwise noted.
In accordance with the rules of the SEC, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of our common stock if he or she has voting or investment power with respect to such security. This includes shares (a) subject to warrants or rights exercisable within sixty (60) days, (b) issuable upon conversion of a convertible note, and (c)(1) owned by a spouse, (2) owned by other immediate family members, or (3) held in trust or held in retirement accounts or funds for the benefit of the named individuals, over which shares the person named in the table may possess voting and/or investment power. Any shares not outstanding which are subject to options, warrants, rights or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding shares of the class owned by such person but are not deemed to be outstanding for the purpose of computing the percentage of the class by any other person.
Unless otherwise indicated, the address of each beneficial owner is c/o Green Ballast, Inc., 2620 Thousand Oaks Blvd., Suite 4000, Memphis, Tennessee 38118.
*
Less than 1%
(1) The address of each beneficial owner is c/o Green Ballast, Inc., 2620 Thousand Oaks Blvd., Suite 4000, Memphis, Tennessee 38118.
(2) Computed in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended. Includes shares of common stock subject to options exercisable within 60 days of February 12, 2014 and June 2, 2015, as applicable, and shares of restricted stock for which the indicated persons have sole voting power, but not sole investment power. There were 94,115,609 shares of common stock outstanding on February 12, 2014 and 75,182,829 shares of common stock outstanding on June 2, 2015.
(3) Mr. Bethell was terminated for cause on June 28, 2013.
(4) Mr. Clarkson resigned on January 17, 2014.
(5) Mr. Lamberson resigned on January 17, 2014.
(6) Ms. Sharp resigned on January 17, 2014.
(7) Mr. Weisman resigned on August 14, 2013.
(8) Includes 8,609,450 shares owned of record in the name of Adams Family Limited Partnership, 8,000,000 shares owned by various estate planning trusts in the name of J. Kevin Adims, and 8,000,000 shares owned of record in the name of Sara E. Adams Family Trust.
(9) Includes 9,700,020 shares owned of record in the name of Bethell Family Limited Partnership
(10) All shares are owned by GB Solutions, LLC, an entity controlled by Mr. Weisman.
Security Ownership of Certain Beneficial Owners
The table below sets forth information, as of the dates indicated, with respect to the beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of our common stock by each person or group of persons known to us to be the beneficial owner of 5% or more of our outstanding common stock.
The persons named in the tables below have sole voting and investment power with respect to all shares of common stock owned by them, unless otherwise noted.
In accordance with the rules of the SEC, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of our common stock if he or she has voting or investment power with respect to such security. This includes shares (a) subject to warrants or rights exercisable within sixty (60) days, (b) issuable upon conversion of a convertible note, and (c)(1) owned by a spouse, (2) owned by other immediate family members, or (3) held in trust or held in retirement accounts or funds for the benefit of the named individuals, over which shares the person named in the table may possess voting and/or investment power. Any shares not outstanding which are subject to options, warrants, rights or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding shares of the class owned by such person but are not deemed to be outstanding for the purpose of computing the percentage of the class by any other person.
(1) Percentage ownership is based on 94,115,609 shares of common stock outstanding on February 12, 2014.
(2) Percentage ownership is based on 75,182,829 shares of common stock outstanding on June 2, 2015.
(3) The address of Gemini Master Fund, Ltd. is c/o Gemini Strategies, LLC, 619 South Vulcan, Suite 203, Encinitas, California 92024.
(4) Amount based on Schedule 13G filed on February 12, 2014 with the SEC by Gemini Master Fund, Ltd.
(5) Amount based on Schedule 13G filed on February 10, 2015 with the SEC by Gemini Master Fund, Ltd.
(6) The address of IRC - Interstate Realty Corporation is 2620 Thousand Oaks Blvd., Suite 4000, Memphis, Tennessee 38118.
(7) All shares are owned by Green Ballast LLC, a Tennessee limited liability company of which IRC - Interstate Realty Corporation is the managing member. J. Kevin Adams is the Chairman and CEO of IRC - Interstate Realty Corporation and disclaims beneficial ownership of the shares.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Other than compensation arrangements of our directors and executive officers, we describe below those transactions occurring during the fiscal year ended December 31, 2013 and the fiscal year ended December 31, 2014 where we were or will be a party, where the amounts involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two fiscal years, and any of our directors, executive officers or holders of more than 5% of our common stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
Lease
We sublease our principal offices from CBRE | Memphis for $5,000 per month. We accrue any unpaid amounts for rent as an account payable. We paid $0 to CBRE | Memphis and accrued $60,000 for rent for both years ended December 31, 2014 and 2013 for the office space provided. Our Chief Executive Officer, J. Kevin Adams is the chief executive officer of CBRE | Memphis. We believe the terms and amounts being paid for these services and for our subleased offices are no less favorable than the terms we could have obtained from unaffiliated third parties.
Accounting and Marketing Services
On April 15, 2011, we entered into an accounting services agreement and a marketing services agreement with IRC - Interstate Realty Corporation, which is a related party through its ownership of our common stock and through its chairman and chief executive officer, who is J. Kevin Adams, our Chief Executive Officer. The agreement for accounting and marketing services had an initial term of one year, subject to automatic one-year extensions unless we or IRC - Interstate Realty Corporation provides written notice of termination. We paid $0 to IRC - Interstate Realty Corporation and accrued $42,000 for fees for both fiscal years ended December 31, 2014 and 2013 for the accounting and marketing services provided.
Transactions with Green Ballast, LLC
The managing member of GBL is IRC - Interstate Realty Corporation. J. Kevin Adams, our Chief Executive Officer and President, is the Chairman and Chief Executive Officer of IRC - Interstate Realty Corporation. In January 2014, we borrowed $241,517 from IRC, to fund operations (the “January 2014 Note”). The January 2014 Note bore interest at 8% per annum, matures on January 1, 2016, and was unsecured. In December 2014, we entered into a stock surrender agreement with GBL. GBL owned 20,437,500 shares of our common stock and 1,400,000 shares of our preferred stock at December 18, 2014. Pursuant to the agreement, GBL surrendered 13,437,500 shares of common stock and 1,400,000 shares of preferred stock to us. Additionally GBL forgave all preferred dividends in arrears totaling $315,412. GBL received no consideration for the stock other than the benefits we will receive.
Borrowings
In August 2013, we borrowed an aggregate of $100,000 from J. Kevin Adams, our Chief Executive Officer and President, in order to fund operations (the “August 2013 Notes”). The August 2013 Notes bore interest at 12% per annum, matured on December 16, 2013, and were secured by accounts receivable, inventory and funds received upon sale of inventory or payment on accounts. As of December 31, 2013, the August 2013 Notes were outstanding. During August 2014, $67,000 was repaid and $33,000 remained outstanding as of December 31, 2014.
Director Independence
Our common stock is quoted on the OTC Pink Sheets, which does not require director independence requirements. However, for purposes of determining director independence, we have applied the definitions set forth in NASDAQ Rule 5605(a)(2) which state, generally, that a director is not considered to be independent if he or she is, or at any time during the past three years was, an employee of the company; or if he or she (or his or her family member) accepted compensation from the company in excess of $120,000 during any twelve month period within the three years preceding the determination of independence. We have determined that our current director is not “independent” as defined under NASDAQ Rule 5605(a)(2) and the related rules of the Securities and Exchange Commission. We have also determined that, during fiscal 2014 and 2013, each of Mary F. Sharp, John H. Lamberson, Jr. and Peter Weisman were “independent” as defined under NASDAQ Rule 5605(a)(2) and the related rules of the Securities and Exchange Commission. Ms. Sharp and Messrs. Lamberson and Weisman resigned as directors on January 17, 2014, January 17, 2014 and August 13, 2013, respectively.
Item 14.
Item 14. Principal Accountant Fees and Services
During the fiscal years ended December 31, 2014, December 31, 2013 and December 31, 2012, fees for services provided by KPMG LLP, our former independent registered public accounting firm, were as follows:
“Audit Fees” consist of fees incurred for services rendered for the audit of our annual financial statements, review of our quarterly financial statements and other service normally provided in connection with statutory and regulatory filings. “Tax Fees” are fees billed for tax compliance, tax advice and tax planning.
Audit Committee Pre-Approval Policy
The Board pre-approves audit services, audit-related services and non-audit services provided by KPMG LLP, and will not approve services that the Board determines are outside the bounds of applicable laws and regulations. Pre-approval may also be given as part of the Board’s approval of the scope of the engagement of KPMG LLP or on an individual explicit case-by-case basis before KPMG LLP is engaged to provide each service.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this report:
1. Financial Statements and Schedules - The list of financial statements and schedules set forth in the Index to Financial Statements on page is incorporated herein by reference.
2. Exhibits - The exhibits listed in the accompanying Exhibit Index following the signature page to this report.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Green Ballast, Inc.
We have audited the accompanying balance sheets of Green Ballast, Inc. (the “Company”) as of December 31, 2014 and 2013, and the related statements of operations, stockholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Green Ballast, Inc. as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and its total liabilities exceed its total assets by $5,540,702 at December 31, 2014. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Sincerely,
/s/ HORNE LLP
Memphis, TN
June 30, 2015
GREEN BALLAST, INC.
Balance Sheets
See accompanying notes to financial statements.
GREEN BALLAST, INC.
Statements of Operations
See accompanying notes to financial statements.
GREEN BALLAST, INC.
Statement of Stockholders’ Deficit
Years Ended December 31, 2014 and 2013
See accompanying notes to financial statements.
GREEN BALLAST, INC.
Statements of Cash Flows
See accompanying notes to financial statements.
GREEN BALLAST, INC.
Notes to Financial Statements
December 31, 2014 and 2013
(1) Description of Business
Green Ballast, Inc. (the “Company”) was incorporated in the State of Delaware on April 13, 2011. The Company is headquartered in Memphis, Tennessee. The Company develops, markets, and distributes daylight harvesting and programmable ballasts for fluorescent fixtures, which incorporates energy efficient technology.
On April 15, 2011, the Company was capitalized with $3,000,000 contributed by Green Ballast LLC (“GBL”), which consisted of $2,532,000 in cash and $468,000 in inventory of ballasts. In exchange, 32,500,000 shares of common stock, 1,200,000 shares of redeemable Series A preferred stock, and a convertible promissory note in the principal amount of $1,800,000 (the “GBL Note”) were issued by the Company.
The proceeds from the capitalization were used to purchase certain assets, including intellectual property, from Gemini Master Fund, Ltd. (“Gemini”) for a purchase price of $2,200,000, pursuant to an asset purchase agreement. The consideration paid consisted of $400,000 in cash, and the issuance of a convertible promissory note in the principal amount of $1,800,000 (the “Gemini Note”) and warrants to purchase up to 5,000,000 shares of common stock.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles.
The Company early adopted Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. This standard removes all incremental financial reporting requirements from U.S. generally accepted accounting principles for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. Upon adoption, the Company no longer reports its operations as a developmental stage entity and eliminated all inception to date information.
(b) Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation allowances for receivables and deferred income tax assets; carrying value of intangibles; valuation of share-based compensation; and other equity and debt instruments.
GREEN BALLAST, INC.
Notes to Financial Statements
December 31, 2014 and 2013
(c) Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
(d) Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company recorded a provision of $3,086 and $22,448 in 2014 and 2013, respectively, to the allowance for doubtful accounts. The Company recognized write-offs of $0 and $3,127 in 2014 and 2013, respectively. The Company does not have any off-balance-sheet credit exposure related to its customers.
(e) Inventories
Inventories consist primarily of lighting ballasts and are stated at the lower of cost or market. Cost is determined using the first-in, first-out method.
(f) Revenue Recognition
The Company recognizes revenue when products are shipped and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable. Shipping and other transportation costs charged to buyers are recorded in both sales and cost of sales.
Short-term construction-type contracts are accounted for under the completed-contract method. Revenues under the completed-contract method are recognized upon substantial completion which includes acceptance by the customer. Costs incurred by the Company for contracts accounted for under the completed-contract method are capitalized as costs in excess of billings and are charged to cost of goods sold in the period that the related revenue is recognized.
(g) Prepaid Expenses and Other
Prepaid expenses and other consist of prepaid insurance and prepaid software subscriptions.
(h) Equipment
Equipment is stated at cost.
Depreciation on equipment is calculated on the straight-line method over the estimated useful lives of the assets. The estimated useful life of equipment is five years. Total depreciation was $7,188 and was $7,187 for the years ended December 31, 2014 and 2013, respectively, which was recorded as operating expense.
GREEN BALLAST, INC.
Notes to Financial Statements
December 31, 2014 and 2013
(i) Other Assets
Other assets consist of capitalized costs related to the design of graphics associated with the Company’s website.
(j) Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in selling, general, and administrative expenses.
(k) Long-Lived Assets
Long-lived assets, such as purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.
(l) Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
GREEN BALLAST, INC.
Notes to Financial Statements
December 31, 2014 and 2013
(m) Shipping and Handling Fees and Costs
All amounts billed to a customer in a sales transaction related to shipping and handling represent revenues earned and are included in net sales. Costs incurred by the Company for shipping and handling are reported as selling expenses.
(n) Fair Value Measurements
The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market.
In the ordinary course of business, the Company becomes a party to financial instruments, which primarily consist of cash equivalents, accounts receivable, accounts payable, and other obligations. Based upon their respective maturity and terms, prevailing interest rates, and other pertinent factors, management believes the carrying value of these financial instruments reasonably approximates their fair value as of December 31, 2014 and 2013, respectively.
(o) Product Warranties
The Company provides a five-year warranty on all of its ballast products. In the event of a warranty claim, the Company will replace the product and reimburse the purchaser $10 per ballast to defray any installation costs. Estimated future warranty costs are accrued and charged to cost of goods sold in the period that the related revenue is recognized. Warranty liability is included in accrued expenses and was $20,000 at December 31, 2014 and 2013. Warranty expense was $747 and $13,229 for the years ended December 31, 2014 and 2013, respectively.
(3) Going Concern
The Company is still in the process of developing and sufficiently executing its business plan to sustain financial viability. The Company has sustained operating losses since its inception and has relied primarily on funds raised through the sale of equity or debt securities, and short-term financings to fund its operations. The Company did not experience a substantial increase in sales in 2013 or 2014, and additional financing was needed to fund its operations. As of December 31, 2014 the Company has a working capital deficit of $6,942,034 and stockholders’ deficit of $5,540,702 and has used $26,028 of cash in operations. As of December 31, 2013, the Company has a working capital deficit of $6,174,878 and stockholders’ deficit of $6,039,686 and cash totaling $14,963 was provided by operations.
In addition, the Company may not have sufficient liquidity to meet its debt service requirements or to satisfy other financial obligations. These issues raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
GREEN BALLAST, INC.
Notes to Financial Statements
December 31, 2014 and 2013
During 2013, four members of management executed waivers to forgo their respective accrued salaries and seven directors executed waivers to forgo their respective accrued director fees as of June 30, 2013. This forgiveness of accrued salaries and fees was accounted for as a capital contribution since these individuals are also shareholders of the Company. Accordingly, the Company increased its additional paid-in capital by $763,326 to account for these waivers for the year ended December 31, 2013. The Company did not renew any employment contracts and all contracts were terminated as of March 31, 2014. One employee is being paid monthly through a consulting fee arrangement.
The Company’s ability to continue as a going concern is subject to its ability to obtain necessary funding from outside sources, including additional funding from the sale of equity or debt securities and short-term financings, and to increase sales of its products. The Company is presently engaged in discussions with several potential investors in order to raise the additional funds needed to sustain its operations. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. However, there can be no assurance that such additional funding will occur or that the Company can implement its strategic plans.
(4) Intangible Assets
Intangible assets comprised intellectual property with a gross carrying amount of $1,852,591 at both December 31, 2014 and 2013 that was determined based on the fair value of the consideration given, net of accumulated amortization of $469,742 and $343,070 at December 31, 2014 and 2013, respectively. The intellectual property consists primarily of a patent, which is amortized over a period of approximately 15 years, which represents the estimated useful life of the patent. Estimated annual amortization expense for each of the next five years is approximately $127,000.
Based on the current and projected near term operating results for the Company, the ability to project long-term operating results is not considered reliable. Therefore, management has decided that the intangibles are impaired as of December 31, 2014. The Company determined the fair value exceeded the carrying value as of December 31, 2014 and 2013. The Company relied on a recent third-party purchase of a portion of the Company’s indebtedness, which is secured primarily by the intangibles, in order to estimate the fair value of the intangibles. This method indicated that the carrying value of the intangibles is less than the implied fair value. Accordingly, no impairment charge was recognized.
(5) Debt
The GBL Note bears interest at 8% per annum, matured in due course on April 15, 2013, and is secured by all of the Company’s assets, including its intellectual property. The GBL Note had a principal balance of $1,800,000 and a discount of approximately $528,000 recorded in connection with the relative fair value allocation of the GBL Note at the April 15, 2011 initial capitalization date. The discount is recognized as an adjustment to interest expense over the life of the note using a method that approximates the effective-interest method. The GBL Note is automatically converted into shares of redeemable Series A preferred stock on the basis of one share for every $1.00 that the outstanding principal amount of the GBL Note is reduced by repayment or conversion. The GBL Note has an outstanding principal balance of $1,600,000 as of December 31, 2014 and 2013.
GREEN BALLAST, INC.
Notes to Financial Statements
December 31, 2014 and 2013
As described below, the Gemini Note was transferred to LIG, LLC (“LIG”) in December 2014. Pursuant to its terms, the Gemini Note bears interest at 8% per annum and may be converted into shares of common stock at $0.225 per share for a total of 8 million shares of common stock. It matured in due course on April 15, 2013. As the outstanding principal amount of the Gemini Note is reduced by conversion or repayment, the Gemini Note automatically converts to Series A redeemable preferred stock. The Gemini Note is secured by the Company’s assets, including its intellectual property. The security interests granted to Gemini (which rights were subsequently transferred to LIG) and GBL are each first priority liens and rank equally with each other.
The Gemini Note had a principal balance of $1,800,000 and a discount of approximately $408,000 recorded to reflect the fair value adjustment to the Gemini Note in connection with a nonmonetary exchange to acquire the intellectual property from Gemini. The discount is recognized as an adjustment to interest expense over the life of the note using a method that approximates the effective-interest method. In addition, the Gemini Note included warrants to purchase up to 5,000,000 share of common stock. These warrants are described in more detail in note 6. The Gemini Note has an outstanding principal balance of $1,600,000 as of December 31, 2014 and 2013.
From October 2012 to January 2013, the Company entered into purchase agreements with certain accredited investors pursuant to which the Company issued eleven 8% Mandatorily Convertible Notes (the “Investor Notes”) in the aggregate principal amount of $675,000 and an aggregate of 675,000 shares of common stock, $0.0001 par value per share for aggregate proceeds of $675,000. These Investor Notes matured on October 16, 2013 and had a principal balance of $675,000 as of that date. The common stock was recorded at its fair value of $140,000. A resulting discount to the Investor Notes was recognized as an adjustment to interest expense over the life of the note using a method that approximates the effective-interest method. Upon a closing of a subsequent private placement of our equity or equity linked securities (a “Subsequent Offering”) and upon the completion of a recapitalization of our capital stock resulting in the reduction of the number of shares of our outstanding Common Stock (each, a “Conversion Event”), the outstanding principal amount of each Investor Note is automatically convertible into shares of our Common Stock. The number of shares of Common Stock to be issued upon conversion is equal to (a)(i) the principal amount of the Investor Note (ii) divided by the pre-money valuation of the Company used in the Subsequent Offering, and then (iii) multiplied by the number of shares of Common Stock outstanding after the Conversion Event (the “Base Number”), plus (b) 20% of the Base Number. On the conversion date, all accrued but unpaid interest on the Notes will be forgiven. The Investor Notes have an outstanding aggregate principal balance of $675,000 as of December 31, 2014 and 2013.
From January 2013 to June 2013, the Company borrowed an aggregate principal amount of $400,000 in twenty-five day short term loans from certain accredited investors in order to fund operations (the “January 2013 Notes”). The January 2013 Notes bore interest at 12% per annum. From March to July 2013, the January 2013 Notes were paid off on their maturity dates.
In June 2013, the Company borrowed a total of $65,000 from GBL to fund operations. This loan was paid off in 7 days.
In August 2013, the Company borrowed an aggregate of $100,000 from its Chief Executive Officer in order to fund operations (the “August 2013 Notes”). The August 2013 Notes bore interest at 12% per annum, matured on December 16, 2013, and were secured by accounts receivable, inventory and funds received upon sale of inventory or payment on accounts. As of December 31, 2013, the August 2013 Notes were outstanding. During August 2014, $67,000 was repaid and $33,000 remained outstanding as of December 31, 2014.
GREEN BALLAST, INC.
Notes to Financial Statements
December 31, 2014 and 2013
In October 2013, the Company borrowed $208,725 from an accredited investor in order to purchase inventory for certain jobs (the “October 2013 Note”). The October 2013 Note was issued for an original issue discount of $27,225. No interest payments were made on the October 2013 Note prior to the maturity date of March 1, 2014. The October 2013 Note is secured by certain inventory of the Company and accounts receivable. The October 2013 Note was not repaid by the maturity date so penalty interest of 18% per annum was charged from the maturity date until dates of repayment. From April 2014 to August 2014, the October 2013 Note, including all interest and penalties related thereto, was repaid.
In January 2014, the Company borrowed $241,517 from the Company’s affiliate, IRC, to fund operations (the “January 2014 Note”). The January 2014 Note bore interest at 8% per annum, matures on January 1, 2016, and was unsecured. As of December 31, 2014, the outstanding principal balance on the January 2014 Note was $241,517. The Company also borrowed an additional $26,971 from IRC, which it repaid to IRC in 2014.
In July 2014, the Company entered into an agreement with a financial advisory firm to provide strategic, financial, operational and other relevant advisory services to help optimize the Company’s growth strategy and enhance shareholder value. The Company agreed to pay a monthly retainer fee of $20,000 during term of Agreement. From July 2014 to December 2014, the Company borrowed the total sum of $60,000 from an accredited investor to pay said retainer fees, by issuing three 8% convertible notes in the aggregate principal amount of $60,000 (the “July 2014 Notes”). The July 2014 Notes are subject to a conversion into common stock at the option of the holder on a dollar for dollar basis on the same terms as other investors when a conversion event occurs as defined in the July 2014 Notes. As of December 31, 2014, the outstanding principal balance on the July 2014 Note was $60,000.
In March 2014, notification of disposition of collateral held by the Company’s noteholders, Gemini and GBL, was given to Company. Gemini proposed to sell all property and assets of the Company at a foreclosure sale to the highest qualified bidder held in May 2014. The sale did not take place because Gemini agreed to sell its debt to LIG.
In December 2014, an Assignment of the Gemini Note was entered into from Gemini to LIG. The outstanding principal balance of $1,600,000, the warrants to purchase an aggregate of 5,000,000 shares of common stock and 1,017,384 shares of common stock owned by Gemini were transferred to LIG. Also, 2,000,000 shares of common stock owned by GB Solutions, LLC, a related party to Gemini, were also transferred to LIG.
Since each of the Gemini Note, GBL Note, Investor Notes and August 2013 Notes have matured, the Company is accruing late fees and penalty interest.
GREEN BALLAST, INC.
Notes to Financial Statements
December 31, 2014 and 2013
Summary of Indebtedness:
(1) The Gemini Note was owned by LIG, LLC as of December 31, 2014.
The debt agreements contain various nonfinancial covenants.
(6) Income Taxes
The recorded income tax expense rate differs from the U.S. federal income tax rate of 34% as a result of nondeductible interest expense related to the GBL and Gemini Notes, as well as the Company recording a 100% valuation allowance on all of its net temporary deductible differences, including net operating loss carryforwards.
The reconciliation between the federal statutory tax rate and the Company’s effective tax rate for the years ended December 31, 2014 and 2013 is as follows:
As of December 31, 2014, the Company has estimated that it has approximately $8,535,000 of U.S. federal and state net operating loss carryforwards, which expire beginning 2026, available to offset future taxable income.
GREEN BALLAST, INC.
Notes to Financial Statements
December 31, 2014 and 2013
The significant components of deferred income taxes as of December 31, 2014 and 2013 are as follows:
The valuation allowance for deferred tax assets as of December 31, 2014 and 2013 was $3,279,234 and $3,041,909, respectively. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of carryforward periods) and projected future taxable income in making this assessment. Based upon the lack of operating history of the Company, management believes it is more likely than not that the Company will not realize the benefits of these deductible differences, including net operating loss carryforwards. No unrecognized tax benefits exist as of December 31, 2014 and 2013.
Internal Revenue Code Section 382 places a limitation (the “Section 382 limitation”) on the amount of taxable income which can be offset by net operating loss carryforwards after a change in control (generally greater than a 50% change in ownership) of a loss corporation. Generally, after a control change, a loss corporation cannot deduct operating loss carryforwards in excess of the Section 382 limitation. The Company will continue to evaluate whether these changes have occurred and whether it is subject to any Section 382 limitations. If these changes have occurred, the ultimate realization of the net operating losses could be permanently impaired.
GREEN BALLAST, INC.
Notes to Financial Statements
December 31, 2014 and 2013
(7) Stockholders’ Equity
(a) Common Stock
Holders of common stock are entitled to one vote per share, to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the preferred stock with respect to dividend rights and rights upon liquidation, winding-up, and dissolution of the Company.
During 2013, the Company issued 25,000 shares of common stock totaling $5,021. In December 2014, a Stock Surrender Agreement was entered into by the Company and GBL. GBL owned 20,437,500 shares of common stock and 1,400,000 shares of preferred stock of the Company at December 18, 2014. In order to help facilitate potential restructuring of the Company for the benefit of all shareholders and creditors, GBL surrendered 13,437,500 shares of common stock and 1,400,000 shares of preferred stock to the Company. GBL received no consideration for the stock other than the benefit the Company will receive in its restructuring process. GBL then transferred 5,000,000 shares to IRC - Interstate Realty Corporation. GBL then sold 2,000,000 shares of common stock to other investors. After surrendering the stock and selling the shares, GBL owned 0 shares of common stock and 0 shares of preferred stock as of December 31, 2014. Dividends of $315,412 were also forgiven during December 2014.
(b) Common Stock Warrants
In connection with the issuance of the Gemini Note to purchase intellectual property from Gemini, warrants to acquire 5,000,000 shares of common stock were issued. These warrants consist of the following:
· 1,500,000 of the warrants are exercisable at $0.30 per share with a forced exercise once the shares of common stock are trading at $0.60 per share for 15 out of any 20 consecutive trading days.
· 1,500,000 of the warrants are exercisable at $0.40 per share with a forced exercise once the shares of common stock are trading at $0.80 per share for 15 out of any 20 consecutive trading days.
· 2,000,000 of the warrants are exercisable at $0.60 per share with a forced exercise once the shares of common stock are trading at $1.20 per share for 15 out of any 20 consecutive trading days.
The forced exercise provisions are not enforceable (a) to the extent that their enforcement would result in Gemini owning in excess of 9.9% of the Company’s outstanding shares of common stock; (b) if at any time during the previous six months the Company forced the exercise of any of the warrants; (c) if the Company fails to maintain an effective registration statement and current prospectus covering the resale of the shares underlying the warrants; (d) if the shares underlying the warrants fail to be, or fail to remain, listed, or quoted on an acceptable trading market; (e) if the Company fails to authorize and reserve for issuance the requisite number of shares of common stock; (f) if the Company enters bankruptcy or insolvency proceedings or breaches the terms of the warrants; (g) if the volume weighted average price of the common stock drops to or below $0.50 per share; or (h) if the daily dollar trading volume of the common stock drops to or below $30,000. The warrants are valid for seven years following the date of issuance.
GREEN BALLAST, INC.
Notes to Financial Statements
December 31, 2014 and 2013
LIG may redeem the warrants for cash at the value of the warrants if the Company fails to: (a) use reasonable efforts to file a registration statement registering the common stock underlying the warrants; (b) reasonably diligently respond to comments from the Securities and Exchange Commission (the “SEC”) in connection with the registration of common stock; (c) use best efforts to cause the common stock underlying the warrants to be registered; or (d) take any action to voluntarily withdraw registration of the common stock underlying the warrants.
The warrants were determined to have a fair value of approximately $61,000 and are recorded as a component of stockholders’ equity and as a discount to the Gemini Note that is amortized over its life using a method that approximates the effective-interest method. In 2012, the Company and Gemini agreed to modify the terms of the warrants to lower the exercise price to $0.25 per warrant share. This transaction resulted in an increase in the fair value of the warrants of $58,467 and was recorded as an increase to additional paid-in capital and a discount to the Gemini Note that is amortized over the life of the Note.
As discussed in note 5, Gemini assigned its outstanding warrants to LIG, LLC in December 2014.
(8) 8% Series A Redeemable Preferred Stock
Authorized capital stock includes 8% Series A redeemable preferred stock with a par value of $1.00 per share. The Series A redeemable preferred stock pays a fixed dividend of $0.08 per share, per year, payable monthly and has a liquidation value of $1.00 per share.
In connection with the relative fair value allocation between the common stock and GBL Note issued as part of its initial capitalization, the Company recognized a discount on the 8% Series A redeemable preferred stock of approximately $605,000. As a majority of the Company’s board of directors are employees of GBL’s parent company, the 8% Series A redeemable preferred stock is considered redeemable at the option of the holder and, therefore, is classified outside of permanent equity.
As discussed in note 7 (a), GBL surrendered its 1,400,000 shares of preferred stock of the Company in December 2014.
(9) Stock Compensation Plan
In 2011, the Company adopted a restricted stock compensation plan (the “Plan”) pursuant to which the Company’s board of directors may grant unvested shares of common stock (stock awards) to officers and key employees and consultants approved by the board of directors. On June 23, 2011, the Company granted 57,500,000 shares of common stock, which represented the maximum aggregate number of common stock that may be issued under the Plan. Included in the 57,500,000 shares that were granted were 1,350,000 shares that were granted to certain consultants in exchange for services provided to the Company, as further discussed in note 7. The grant date fair value of these restricted shares was approximately $61,000.
GREEN BALLAST, INC.
Notes to Financial Statements
December 31, 2014 and 2013
The stock awards will vest if the following market conditions are met:
·
One-third of such restricted stock will vest on the first date on which the Company attains an average market capitalization for any 10 trading days during any 15 consecutive trading day period in excess of $15.87 million;
·
One-third of such restricted stock will vest on the first date on which the Company attains an average market capitalization for any 10 trading days during any 15 consecutive trading day period in excess of $60 million; and
· One-third of such restricted stock will vest on the first date on which the Company attains an average market capitalization for any 10 trading days during any 15 consecutive trading day period in excess of $120 million.
In addition, the stock awards will vest upon a change of control of the Company or upon the death of the participant under the Plan. The board of directors may, in its discretion, accelerate the vesting of a stock award or waive or amend any conditions of a stock award grant under the Plan. A participant may vote and receive dividends on the stock award before it has vested. The participant may not sell, assign, transfer, or pledge the stock award until it has vested subject to the restriction described above. In addition, if the stock award vests, the participant may not transfer or pledge the stock award until GBL has either received or has the ability to realize an amount equal to its initial capital contribution of $3 million. If the participant is no longer a consultant or, in the case of an employee, has voluntarily terminated his or her employment before the participant’s stock award vests, the participant will forfeit all of his or her unvested stock award. If an employee is terminated by the Company before the employee’s stock award has vested, the employee may retain the equivalent of 1/60th of the employee’s unvested stock award for every month or partial month of employment prior to termination. In such event, the retained stock award will vest in the same manner and amount had the employee remained employed at the time the vesting conditions set forth above occur, if at all. The stock awards include restrictions on transferability, as determined by Company’s board of directors.
The Company’s stock awards qualify for classification as equity, and such awards contain no provisions to allow an employee to force cash settlement by the Company. The initial measurement date is the date the stock awards were granted. The fair value of these stock awards is $0.045 per share.
The first one-third of such restricted stock was vested because the conditions were met. Due to the termination of employment contracts, the awards became service period awards and reallocated over the employees’ service periods. This resulted in an adjustment to APIC. In 2013, the total amount of compensation expense for the restricted shares award to employees was decreased by $517,718 and adjustment to outside consultants was decreased by $18,467.
At December 31, 2014 and 2013, there was approximately $0 and $62,354, respectively, of total unrecognized compensation cost related to the stock awards granted under the Plan.
GREEN BALLAST, INC.
Notes to Financial Statements
December 31, 2014 and 2013
(10) Related Parties
The Company subleases its principal offices from CBRE | Memphis for $5,000 per month. The Company accrues any unpaid amounts for rent as an account payable. The Company paid $0 to CBRE | Memphis and accrued $60,000 for rent for both years ended December 31, 2014 and 2013 for the office space provided. The Company’s Chief Executive Officer, J. Kevin Adams is the chief executive officer of CBRE | Memphis. The Company believes the terms and amounts being paid for these services and for our subleased offices are no less favorable than the terms we could have obtained from unaffiliated third parties.
On April 15, 2011, the Company entered into an accounting services agreement and a marketing services agreement with IRC - Interstate Realty Corporation, which is a related party through its ownership of the Company’s common stock and through its chairman and chief executive officer, who is J. Kevin Adams, the Company’s Chief Executive Officer. The agreement for accounting and marketing services had an initial term of one year, subject to automatic one-year extensions unless we or IRC - Interstate Realty Corporation provides written notice of termination. The Company paid $0 to IRC - Interstate Realty Corporation and accrued $42,000 for fees for both fiscal years ended December 31, 2014 and 2013 for the accounting and marketing services provided.
The managing member of GBL is IRC - Interstate Realty Corporation. J. Kevin Adams, the Company’s Chief Executive Officer and President, is the Chairman and Chief Executive Officer of IRC - Interstate Realty Corporation. In January 2014, the Company borrowed $241,517 from IRC, to fund operations (the “January 2014 Note”). The January 2014 Note bore interest at 8% per annum, matures on January 1, 2016, and was unsecured. The Company also borrowed an additional $26,971 from IRC which it repaid to IRC in 2014. In December 2014, the Company entered into a stock surrender agreement with GBL. Pursuant to the agreement, GBL surrendered 13,437,500 shares of common stock and 1,400,000 shares of preferred stock to the Company. GBL received no consideration for the stock other than the benefits the Company will receive.
In August 2013, the Company borrowed an aggregate of $100,000 from J. Kevin Adams, the Company’s Chief Executive Officer and President, in order to fund operations (the “August 2013 Notes”). The August 2013 Notes bore interest at 12% per annum, matured on December 16, 2013, and were secured by accounts receivable, inventory and funds received upon sale of inventory or payment on accounts. As of December 31, 2013, the August 2013 Notes were outstanding. During August 2014, $67,000 was repaid and $33,000 remained outstanding as of December 31, 2014.
Additionally, see note 5 for a summary of related party indebtedness outstanding at December 31, 2014 and 2013.
(11) Commitments and Contingencies
Warranties
The Company provides standard warranties on all of its products for the repair or replacement of defective products within five years from the date of purchase. The Company has recourse provisions that would allow recovery of warranty costs from its suppliers. The Company has not incurred any significant warranty claims since its inception.
GREEN BALLAST, INC.
Notes to Financial Statements
December 31, 2014 and 2013
Litigation
On June 28, 2013, the Company terminated William H. Bethell’s employment for cause and removed him as Chief Financial Officer and Treasurer. On July 10, 2013, the Company was named as a respondent in a complaint filed by Mr. Bethell with the American Arbitration Association in Memphis, Tennessee. In the complaint, Mr. Bethell alleged a breach of contract, and asserted that the Company terminated his employment in contravention of his employment contract. The complaint seeks monetary damages for unpaid salary through the termination date and for the remainder of the term of his employment contract, additional shares of Common Stock of the Company and the release of Mr. Bethell from certain non-compete and confidentiality agreements. The Company believes it properly terminated Mr. Bethell’s employment, and that the Company has strong defenses to this claim. The arbitrators were recently selected and the arbitration is proceeding.
On August 5, 2013, the Company filed a lawsuit in the United States District Court for the Western District of Tennessee, Western Division against Mr. Bethell, GNAC, LLC, Nick Bussanich and various unnamed defendants. The Company’s lawsuit alleged that Messers. Bethell and Bussanich defamed the Company, violated non-compete agreements and non-disclosure agreements and breached their fiduciary duty and duty of loyalty by, among other things, soliciting sales from the Company’s then-current customers and communicating untrue information about it. The lawsuit further alleged that the various defendants conspired together and tortuously interfered with the Company’s business relationships and induced its employees to breach their contracts with the Company. Subsequently, the Company voluntarily dismissed the lawsuit.
Other than the disclosure provided above, the Company is not currently aware of any legal proceedings ongoing, pending, or threatened, which are expected to have a material adverse effect on the Company’s business or financial condition, and no such legal proceedings occurred during the fiscal years ended December 31, 2014 and December 31, 2013.
UNAUDITED QUARTERLY
FINANCIAL INFORMATION
GREEN BALLAST, INC.
Balance Sheets
GREEN BALLAST, INC.
Statements of Operations (Unaudited)
GREEN BALLAST, INC.
Statements of Operations (Unaudited)
GREEN BALLAST, INC.
Statements of Cash Flows (Unaudited)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ J. Kevin Adams
Chief Executive Officer, President and Director
(Principal Executive Officer and Principal Financial Officer)
June 30, 2015
J. Kevin Adams
/s/ Penelope Springer
Principal Accounting Officer
June 30, 2015
Penelope Springer
EXHIBIT INDEX
Exhibit No.
Description
Exhibit No.
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Exhibit No.
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Exhibit No.
Description
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Management contract or compensatory plan arrangement
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Filed herewith