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Watchlist
Account
Ascent Solar Technologies
ASTI
#10032
Rank
C$52.8 M
Marketcap
๐บ๐ธ
United States
Country
C$5.58
Share price
3.35%
Change (1 day)
190.78%
Change (1 year)
๐ Electricity
๐ Renewable energy
โก Energy
๐ญ Manufacturing
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Annual Reports (10-K)
Ascent Solar Technologies
Quarterly Reports (10-Q)
Financial Year FY2019 Q3
Ascent Solar Technologies - 10-Q quarterly report FY2019 Q3
Text size:
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Large
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________
FORM 10-Q
______________________________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 2019
or
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission File No. 001-32919
______________________________________________________
Ascent Solar Technologies, Inc.
(Exact name of registrant as specified in its charter)
_______________________________________________________
Delaware
20-3672603
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
12300 Grant Street, Thornton, CO
80241
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number including area code: 720-872-5000
_________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common
ASTI
OTC
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x
Yes
o
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
x
Smaller reporting company
x
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
x
As of
December 2, 2019
, there were
4,187,161,650
shares of our common stock issued and outstanding.
ASCENT SOLAR TECHNOLOGIES, INC.
Quarterly Report on Form 10-Q
Quarterly Period Ended
September 30, 2019
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1.
Condensed Consolidated Financial Statements (unaudited)
1
Condensed Consolidated Balance Sheets - as of September 30, 2019 and December 31, 2018 (unaudited)
1
Condensed Consolidated Statements of Operations - For the Three and Nine Months Ended September 30, 2019 and September 30, 2018 (unaudited)
2
Condensed Consolidated Statements of Changes in Stockholder's Deficit - for the Three and Nine Months Ended September 30, 2019 and September 30, 2018 (unaudited)
3
Condensed Consolidated Statements of Cash Flow - For the Nine Months Ended September 30, 2019 and September 30, 2018 (unaudited)
5
Notes to Condensed Consolidated Financial Statements (unaudited)
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
30
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
37
Item 4.
Controls and Procedures
37
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
39
Item 1A.
Risk Factors
39
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
39
Item 3.
Defaults Upon Senior Securities
39
Item 4.
Mine Safety Disclosures
39
Item 5.
Other Information
39
Item 6.
Exhibits
39
SIGNATURES
40
Table of Contents
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes “forward-looking statements” that involve risks and uncertainties. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future net sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information and, in particular, appear under headings including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” When used in this Quarterly Report, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “foresees,” “likely,” “may,” “should,” “goal,” “target,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon information available to us on the date of this Quarterly Report.
These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among other things, the matters discussed in this Quarterly Report in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Factors you should consider that could cause these differences are:
•
Our limited operating history and lack of profitability;
•
Our ability to develop demand for, and sales of, our products;
•
Our ability to attract and retain qualified personnel to implement our business plan and corporate growth strategies;
•
Our ability to develop sales, marketing and distribution capabilities;
•
Our ability to successfully develop and maintain strategic relationships with key partners, including OEMs, system integrators, distributors, retailers and e-commerce companies, who deal directly with end users in our target markets;
•
The accuracy of our estimates and projections;
•
Our ability to secure additional financing to fund our short-term and long-term financial needs;
•
Our ability to maintain the listing of our common stock on the OTCBB Market;
•
The commencement, or outcome, of legal proceedings against us, or by us, including ongoing ligation proceedings;
•
Changes in our business plan or corporate strategies;
•
The extent to which we are able to manage the growth of our operations effectively, both domestically and abroad, whether directly owned or indirectly through licenses;
•
The supply, availability and price of equipment, components and raw materials, including the elements needed to produce our photovoltaic modules;
•
Our ability to expand and protect the intellectual property portfolio that relates to our consumer electronics, photovoltaic modules and processes;
•
Our ability to implement remediation measures to address material weaknesses in internal control;
•
General economic and business conditions, and in particular, conditions specific to consumer electronics and the solar power industry; and
•
Other risks and uncertainties discussed in greater detail in the section captioned "Risk Factors."
There may be other factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements. We undertake no obligation to publicly update or revise forward-looking statements to reflect subsequent events or circumstances after the date made, or to reflect the occurrence of unanticipated events, except as required by law.
References to “we,” “us,” “our,” “Ascent,” “Ascent Solar” or the “Company” in this Quarterly Report mean Ascent Solar Technologies, Inc.
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
September 30,
2019
December 31,
2018
ASSETS (substantially pledged)
Current Assets:
Cash and cash equivalents
$
24,505
$
18,159
Trade receivables, net of allowance of $45,362 and $45,644, respectively
22,403
165,160
Inventories, net
684,390
660,791
Prepaid expenses and other current assets
164,325
138,369
Total current assets
895,623
982,479
Property, Plant and Equipment:
32,911,969
36,621,187
Less accumulated depreciation and amortization
(28,632,301
)
(32,207,829
)
4,279,668
4,413,358
Other Assets:
Patents, net of accumulated amortization of $408,612 and $363,533, respectively
826,711
862,429
Other non-current assets
—
34,061
826,711
896,490
Total Assets
$
6,002,002
$
6,292,327
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable
$
1,457,378
$
2,318,655
Related party payables
460,000
270,740
Accrued expenses
1,510,558
1,562,435
Accrued interest
1,775,647
1,198,279
Notes payable
1,506,530
1,516,530
Current portion of long-term debt
—
349,093
Mortgage
5,917,315
—
Secured promissory notes, net of discount of $1,341,915 and $2,824,365, respectively
5,830,982
3,447,380
Promissory notes, net of discounts of $30,000 and $104,583, respectively
954,437
1,239,854
Convertible notes, net of discounts of $853,672 and $394,011, respectively
2,004,241
1,852,722
Embedded derivative liability
7,064,541
10,114,452
Total current liabilities
28,481,629
23,870,140
Long-term debt, net of current portion
—
5,028,969
Accrued Warranty Liability
24,861
29,114
Total Liabilities
28,506,490
28,928,223
Commitments and Contingencies
—
—
Stockholders’ Deficit:
Series A preferred stock, $.0001 par value; 750,000 shares authorized as of September 30, 2019 and December 31, 2018; 48,100 and 60,756 shares issued and outstanding as of September 30, 2019 and December 31, 2018 ($691,571 and $822,620 Liquidation Preference, respectively)
5
6
Common stock, $0.0001 par value, 20,000,000,000 shares authorized as of September 30, 2019 and December 31, 2018; 2,856,539,850 and 63,537,885 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
285,654
6,354
Additional paid in capital
397,674,171
395,889,712
Accumulated deficit
(420,464,318
)
(418,531,968
)
Total stockholders’ deficit
(22,504,488
)
(22,635,896
)
Total Liabilities and Stockholders’ Deficit
$
6,002,002
$
6,292,327
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
Table of Contents
ASCENT SOLAR TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
2019
2018
2019
2018
Revenues
$
338,373
$
32,001
$
628,124
$
512,473
Costs and Expenses
Cost of revenues
74,271
—
282,825
503,609
Research, development and manufacturing operations
460,775
516,782
1,078,842
2,389,863
Selling, general and administrative
633,566
607,784
1,545,852
2,243,925
Depreciation and amortization
58,154
91,104
185,163
289,324
Total Costs and Expenses
1,226,766
1,215,670
3,092,682
5,426,721
Loss from Operations
(888,393
)
(1,183,669
)
(2,464,558
)
(4,914,248
)
Other Income/(Expense)
Other Income, net
6,000
13,144
842,500
13,144
Interest Expense
(1,907,895
)
(1,730,717
)
(6,740,340
)
(5,279,259
)
Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net
1,510,883
3,284,736
6,430,048
2,599,870
Total Other Income/(Expense)
(391,012
)
1,567,163
532,208
(2,666,245
)
Net Loss
$
(1,279,405
)
$
383,494
$
(1,932,350
)
$
(7,580,493
)
Net Loss Per Share (Basic and Diluted)
$
(0.001
)
$
0.20
$
(0.003
)
$
(0.45
)
Weighted Average Common Shares Outstanding (Basic and Diluted)
1,457,404,260
22,739,044
705,196,069
16,827,420
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Table of Contents
ASCENT SOLAR TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(unaudited)
For the Three Months Ended September 30, 2019
Common Stock
Series A Preferred Stock
Additional
Paid-In
Capital
Accumulated
Deficit
Total
Stockholders’
Equity (Deficit)
Shares
Amount
Shares
Amount
Balance, June 30, 2019
696,089,337
$
69,609
48,100
$
5
$
397,258,622
$
(419,184,913
)
$
(21,856,677
)
Interest and Dividend Expense paid with Common Stock
89,313,372
8,932
—
—
7,393
—
16,325
Conversion of St.George Note into Common Shares
457,222,223
45,722
—
—
43,278
—
89,000
Conversion of BayBridge Note into Common Shares
605,769,231
60,577
—
—
25,423
—
86,000
Conversion of Bellridge Note into Common Shares
474,484,128
47,448
—
—
41,552
—
89,000
Conversion of Power Up Note into Common Shares
155,824,176
15,582
—
—
(982
)
—
14,600
Conversion of GS Capital Note into Common Shares
311,168,154
31,117
—
—
26,601
—
57,718
Stock issued for fees
66,669,229
6,667
—
—
1,098
—
7,765
Loss on Extinguishment of Liabilities
—
—
—
—
271,186
—
271,186
Net Loss
—
—
—
—
—
(1,279,405
)
(1,279,405
)
Balance at September 30, 2019
2,856,539,850
$
285,654
48,100
$
5
$
397,674,171
$
(420,464,318
)
$
(22,504,488
)
For the Three Months Ended September 30, 2018
Common Stock
Series A Preferred Stock
Additional
Paid-In
Capital
Accumulated
Deficit
Total
Stockholders’
Equity (Deficit)
Shares
Amount
Shares
Amount
Balance, June 30, 2018
18,994,561
$
1,900
60,756
$
6
$
393,838,518
$
(410,459,463
)
$
(16,619,039
)
Interest and Dividend Expense paid with Common Stock
310,656
31
—
—
30,398
—
30,429
Conversion of St.George Note into Common Shares
3,142,332
314
—
—
102,186
—
102,500
Conversion of BayBridge Note into Common Shares
1,426,025
143
—
—
51,857
—
52,000
Conversion of Bellridge Note into Common Shares
3,660,498
366
—
—
137,134
—
137,500
Conversion of Note Payable into Common Shares
2,004,169
200
—
—
356,542
—
356,742
Loss on Extinguishment of Liabilities
—
—
—
—
601,433
—
601,433
Stock based compensation
—
—
—
—
3,476
—
3,476
Adjustment for RSS
—
—
—
—
(2,625
)
—
(2,625
)
Net Income
—
—
—
—
—
383,494
383,494
Balance at September 30, 2018
29,538,241
$
2,954
60,756
$
6
$
395,118,919
$
(410,075,969
)
$
(14,954,090
)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
Table of Contents
ASCENT SOLAR TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(unaudited)
For the Nine Months Ended September 30, 2019
Common Stock
Series A Preferred Stock
Additional
Paid-In
Capital
Accumulated
Deficit
Total
Stockholders’
Equity (Deficit)
Shares
Amount
Shares
Amount
Balance, December 31, 2018
63,537,885
$
6,354
60,756
$
6
$
395,889,712
$
(418,531,968
)
$
(22,635,896
)
Interest and Dividend Expense paid with Common Stock
118,531,773
11,853
—
—
98,489
—
110,342
Conversion of St.George Note into Common Shares
602,361,830
60,236
—
—
194,834
—
255,070
Conversion of Global Ichiban Note into Common Shares
9,595,327
960
—
—
114,040
—
115,000
Conversion of BayBridge Note into Common Shares
790,692,046
79,069
—
—
185,931
—
265,000
Conversion of Bellridge Note into Common Shares
573,601,030
57,360
—
—
144,640
—
202,000
Conversion of Power Up Note into Common Shares
291,431,537
29,143
—
—
210,457
—
239,600
Conversion of GS Capital Note into Common Shares
327,651,670
32,765
—
—
39,953
—
72,718
Stock issued for fees
79,136,751
7,914
—
—
7,911
—
15,825
Conversion of Series A Preferred Stock into Common Stock
1
—
(12,656
)
(1
)
1
—
—
Loss on Extinguishment of Liabilities
—
—
—
—
767,453
—
767,453
Stock based compensation
—
—
—
—
20,750
—
20,750
Net Loss
—
—
—
—
—
(1,932,350
)
(1,932,350
)
Balance at September 30, 2019
2,856,539,850
$
285,654
48,100
$
5
$
397,674,171
$
(420,464,318
)
$
(22,504,488
)
For the Nine Months Ended September 30, 2018
Common Stock
Series A Preferred Stock
Additional
Paid-In
Capital
Accumulated
Deficit
Total
Stockholders’
Equity (Deficit)
Shares
Amount
Shares
Amount
Balance, December 31, 2017
9,606,677
$
961
60,756
$
6
$
387,292,174
$
(402,495,476
)
$
(15,202,335
)
Interest and Dividend Expense paid with Common Stock
427,721
43
—
—
57,193
—
57,236
Conversion of St.George Note into Common Shares
5,412,610
541
—
—
493,559
—
494,100
Conversion of Global Ichiban Note into Common Shares
3,486,274
349
—
—
1,425,651
—
1,426,000
Conversion of BayBridge Note into Common Shares
4,237,792
424
—
—
564,576
—
565,000
Conversion of Bellridge Note into Common Shares
3,660,498
366
—
—
137,134
—
137,500
Conversion of Note Payable into Common Shares
2,004,169
200
—
—
356,542
—
356,742
Conversion of Series K Preferred Stock into Common Shares
702,500
70
—
—
2,809,930
—
2,810,000
Loss on Extinguishment of Liabilities
—
—
—
—
1,959,963
—
1,959,963
Stock based compensation
—
—
—
—
24,822
—
24,822
Adjustment for RSS
—
—
—
—
(2,625
)
—
(2,625
)
Net Loss
—
—
—
—
—
(7,580,493
)
(7,580,493
)
Balance at September 30, 2018
29,538,241
$
2,954
60,756
$
6
$
395,118,919
$
(410,075,969
)
$
(14,954,090
)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Table of Contents
ASCENT SOLAR TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the Nine Months Ended
September 30,
2019
2018
Operating Activities:
Net Income (loss)
$
(1,932,350
)
$
(7,580,493
)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation and amortization
185,163
289,324
Stock based compensation
20,750
24,822
Realized loss (gain) on sale of assets
(842,500
)
(14,000
)
Amortization of financing costs
24,639
21,750
Non-cash interest expense
2,023,031
935,190
Amortization of debt discount
3,675,795
3,690,823
Bad debt expense
(302
)
(8,868
)
Write off Enerplex Patents
—
59,153
Warranty reserve
(4,253
)
(9,702
)
Change in fair value of derivatives and loss on extinguishment of liabilities, net
(6,430,048
)
(2,599,870
)
Changes in operating assets and liabilities:
Accounts receivable
143,059
(16,340
)
Inventories
(23,599
)
68,759
Prepaid expenses and other current assets
1,766
247,919
Accounts payable
(494,883
)
965,175
Related party payable
189,260
(2,827
)
Accrued interest
951,184
398,098
Accrued expenses
(51,880
)
487,690
Net cash used in operating activities
(2,565,168
)
(3,043,397
)
Investing Activities:
Purchase of property, plant and equipment
(6,393
)
—
Proceeds from sale of assets
842,500
14,000
Patent activity costs
(9,361
)
(9,705
)
Net cash used in investing activities
826,746
4,295
Financing Activities:
Proceeds from debt
1,762,268
3,102,500
Repayment of debt
(10,000
)
(89,686
)
Payment of debt financing costs
(7,500
)
(5,500
)
Net cash provided by financing activities
1,744,768
3,007,314
Net change in cash and cash equivalents
6,346
(31,788
)
Cash and cash equivalents at beginning of period
18,159
89,618
Cash and cash equivalents at end of period
$
24,505
$
57,830
Supplemental Cash Flow Information:
Cash paid for interest
$
28,484
$
308,542
Cash paid for income taxes
$
—
$
—
Non-Cash Transactions:
Non-cash conversions of preferred stock and convertible notes to equity
$
1,259,741
$
5,843,954
Non-cash financing costs
$
10,800
$
25,000
Accounts payable converted to notes payable
$
—
$
308,041
Interest converted to principal
$
171,152
$
140,355
Common shares issued for fees
$
15,825
$
—
Initial embedded derivative liabilities
$
3,781,186
$
2,736,724
Promissory notes exchanged for convertible notes
$
850,000
$
511,871
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ASCENT SOLAR TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION
The Company is focusing on integrating its PV products into high value markets such as aerospace, satellites, near earth orbiting vehicles, and fixed-wing unmanned aerial vehicles (UAV). The value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these industries, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like fixed-wing UAVs. Ascent sees significant overlap of the needs of end users across some of these industries and can achieve economies of scale in sourcing, development, and production in commercializing products for these customers.
NOTE 2. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been derived from the accounting records of Ascent Solar Technologies, Inc., Ascent Solar (Asia) Pte. Ltd., and Ascent Solar (Shenzhen) Co., Ltd. (collectively, "the Company") as of
September 30, 2019
and
December 31, 2018
, and the results of operations for the three and nine months ended
September 30, 2019
and
2018
. Ascent Solar (Shenzhen) Co., Ltd. is wholly owned by Ascent Solar (Asia) Pte. Ltd., which is wholly owned by Ascent Solar Technologies, Inc. All significant inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements.
The accompanying, unaudited, condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and footnotes typically found in U.S. GAAP audited annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. The Condensed Consolidated Balance Sheet at
December 31, 2018
has been derived from the audited financial statements as of that date but does not include all of the information and footnotes included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2018
. These condensed consolidated financial statements and notes should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2018
.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three and nine months ended
September 30, 2019
are not necessarily indicative of the results that may be expected for the year ending
December 31, 2019
.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies were described in Note 3 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2018
. There have been no significant changes to our accounting policies as of
September 30, 2019
.
Recently Adopted or to be Adopted Accounting Policies
In February 2016, the FASB issued ASU No. 2016-02,
Leases (Topic 842)
. ASU 2016-02 requires lessees to recognize all leases, including operating leases, on the balance sheet as a lease asset or lease liability, unless the lease is a short-term lease. ASU 2016-02 also requires additional disclosures regarding leasing arrangements. ASU 2016-02 is effective for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. The Company has evaluated the adoption of this guidance and has determined there is no material impact on its consolidated financial statements because the Company does not have any leases at the date of the adoption.
In July 2017, the FASB issued ASU No. 2017-11
Part I, Earnings Per Share (Topic 260), Distinguishing Liabilities from
Equity (Topic 480), Derivatives and Hedging (Topic 815)
. ASU 2017-11 Part I changes the classification analysis of certain equity linked financial instruments with down round features. ASU 2017-11 Part I is effective, for public business entities, for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. The adoption of this guidance did not have a material impact on its consolidated financial statements because the Company did not have equity linked financial instruments where down round features were the only feature causing them to be classified as liabilities.
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ASCENT SOLAR TECHNOLOGIES, INC.
In June 2018, the FASB issued ASU No. 2018-07,
Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting
, which simplifies the accounting for share-based payments to non-employees by aligning it with the accounting for share-based payments to employees, with specified exceptions. This standard is effective for the Company in the first quarter of 2020, and early adoption is permitted. The Company expects the adoption of this standard will not have a material impact on its consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13,
Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement
, which modifies the disclosure requirements of fair value measurements. This standard is effective for the Company in the first quarter of 2020, and early adoption is permitted. The Company is currently evaluating the impact of the effect adoption of this standard will have on its consolidated financial statements.
Other new pronouncements issued but not effective as of
September 30, 2019
are not expected to have a material impact on the Company’s consolidated financial statements.
NOTE 4. LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN
During the nine months ended
September 30, 2019
and the year ended
December 31, 2018
, the Company entered into multiple financing agreements to fund operations. Further discussion of these transactions can be found in Notes 9 through 11, and Note 15 of the financial statements presented as of, and for, the
nine
months ended,
September 30, 2019
, and in Notes 8, 9, 10, 11, 12, and 14 of the financial statements included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2018
.
The Company has continued limited PV production at its manufacturing facility. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented its product strategy. During the nine months ended
September 30, 2019
the Company used
$2,565,168
in cash for operations.
The Company's primary significant long term cash obligation consists of a note payable of
$5,917,315
, inclusive of interest, to a financial institution secured by a mortgage on its headquarters and manufacturing building in Thornton, Colorado. The note is currently in default and the entire outstanding balance is classified as a current liability.
The Company is currently marketing it's Thornton, Colorado property to prospective buyers.
Additional projected product revenues are not anticipated to result in a positive cash flow position for the next twelve months overall and, as of
September 30, 2019
, the Company has negative working capital. As such, cash liquidity sufficient for the next twelve months will require additional financing.
The Company continues to accelerate sales and marketing efforts related to its consumer and military solar products and specialty PV application strategies through expansion of its sales and distribution channels. The Company has begun activities related to securing additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations.
As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. The Company has scaled down its operations, due to cash flow issues, and does not expect to ramp up until significant financing is obtained.
Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
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NOTE 5. PROPERTY, PLANT AND EQUIPMENT
The following table summarizes property, plant and equipment as of
September 30, 2019
and
December 31, 2018
:
As of September 30,
As of December 31,
2019
2018
Building
$
5,828,960
$
5,828,960
Furniture, fixtures, computer hardware and computer software
489,421
489,421
Manufacturing machinery and equipment
26,593,588
30,302,806
Depreciable property, plant and equipment
32,911,969
36,621,187
Less: Accumulated depreciation and amortization
(28,632,301
)
(32,207,829
)
Net property, plant and equipment
$
4,279,668
$
4,413,358
The Company analyzes its long-lived assets for impairment, both individually and as a group, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
During the nine months ended
September 30, 2019
, the Company disposed of certain redundant machinery and equipment. This machinery and equipment was fully depreciated and the Company realized a gain of
$842,500
from these sales.
Depreciation expense for the three months ended
September 30, 2019
and
2018
was
$45,585
and
$52,319
, respectively. Depreciation expense for the nine months ended
September 30, 2019
and
2018
was
$140,083
and
$169,621
, respectively. Depreciation expense is recorded under “Depreciation and amortization expense” in the unaudited Condensed Consolidated Statements of Operations.
NOTE 6. INVENTORIES
Inventories, net of reserves, consisted of the following at
September 30, 2019
and
December 31, 2018
:
As of September 30,
As of December 31,
2019
2018
Raw materials
$
684,390
$
660,791
Work in process
—
—
Finished goods
—
—
Total
$
684,390
$
660,791
NOTE 7. NOTES PAYABLE
On
February 24, 2017
, the Company entered into an agreement with a vendor to convert the balance of their account into
three
notes payable in the aggregate amount of
$765,784
. The notes bear interest of
6%
per annum and matured on
February 24, 2018
; all outstanding principal and accrued interest is due and payable upon maturity. On June 5, 2018, the Company entered into another agreement with the same vendor to convert the balance of their account into a fourth note payable with a principal amount of
$308,041
, this note also bears interest at a rate of
6%
per annum, and matured on
July 31, 2018
. As of
September 30, 2019
, the Company had not made any payments on these notes; the total outstanding principal and accrued interest were
$1,073,825
and
$147,336
, respectively, and the note is due upon demand.
On
June 30, 2017
, the Company entered into an agreement with a vendor to convert the balance of their account into a note payable in the amount of
$250,000
. The note bears interest of
5%
per annum and matured on
February 28, 2018
. As of
September 30, 2019
, the Company had not made any payments on this note, the accrued interest was
$28,151
, and the note is due upon demand.
On
September 30, 2017
, the Company entered into a settlement agreement with a customer to convert the credit balance of their account into a note payable in the amount of
$215,234
. The note bears interest of
5%
per annum and matured on
September 30, 2018
. The Company has not made the monthly payments of
$18,426
that were to commence on
October 30, 2017
; as of
September 30, 2019
, the company had paid principal of
$32,529
and interest of
$897
, and the note is due upon demand. The remaining principal and interest balances, as of
September 30, 2019
, were
$182,705
and
$19,376
, respectively.
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ASCENT SOLAR TECHNOLOGIES, INC.
NOTE 8. DEBT
On
February 8, 2008
, the Company acquired a manufacturing and office facility in Thornton, Colorado, for approximately
$5.5
million. The purchase was financed by a promissory note, deed of trust and construction loan agreement (the “Construction Loan”) with the Colorado Housing and Finance Authority (“CHFA”), which provided the Company borrowing availability of up to
$7.5
million for the building and building improvements. In
2009
, the Construction Loan was converted to a permanent loan pursuant to a Loan Modification Agreement between the Company and CHFA (the “Permanent Loan”). The Permanent Loan, collateralized by the building, has an interest rate of
6.6%
and the principal will be amortized through its term to
February 2028
. Further, pursuant to certain negative covenants in the Permanent Loan, the Company may not, among other things, without CHFA’s prior written consent (which by the terms of the deed of trust is subject to a reasonableness requirement): create or incur additional indebtedness (other than obligations created or incurred in the ordinary course of business); merge or consolidate with any other entity; or make loans or advances to the Company’s officers, shareholders, directors or employees.
On
November 1, 2016
, the Company and the CHFA agreed to modify the original agreement described above with the addition of a forbearance period. Per the modification agreement, no payments of principal and interest shall be due under the note during the forbearance period commencing on
November 1, 2016
and continuing through
April 1, 2017
. The amount of interest that should have been paid by the Company during the forbearance period in the total amount of
$180,043
was added to the outstanding principal balance of the note. As a result, on
May 1, 2017
, the principal balance of the note was
$5,704,932
. Commencing on
May 1, 2017
, the monthly payments of principal and interest due under the note resumed at
$57,801
, and the Company shall continue to make such monthly payments over the remaining term of the note ending in
February 2028
.
On
August 24, 2018
, the Company and the CHFA agreed to modify the original agreement with an additional forbearance period. Per the modification agreement, no payments of principal shall be due under the note during the forbearance period commencing on
June 1, 2018
and continuing through
November 30, 2018
. For each month of forbearance, partial interest of
$15,000
per month was paid, and the remaining unpaid interest of the forbearance period of
$84,187
was added to the outstanding principal balance of the note. As a result, on
December 1, 2018
, the principal balance of the note will be
$5,434,042
and monthly payments of principal and interest of
$57,801
will resume, continuing through the remaining term of the note ending in
February 2028
.
On
August 2, 2019
, CHFA entered into an agreement to assign the note to Iliad Research and Trading, L.P., a Utah limited liability partnership ("IRT"). This agreement closed on
September 11, 2019
, and IRT paid a total of
$5,885,148
to CHFA to assume the note. The payment amount consisted of
$5,405,666
principal and
$479,482
interest and fees. Interest will accrue on the note at the default interest rate of
10.5%
.
The outstanding principal balance of the note was
$5,885,148
and
$5,378,062
as of
September 30, 2019
and
December 31, 2018
, respectively.
As of
September 30, 2019
, the Company had not made any payments to IRT and the accrued interest on the note was
$32,167
. Since the loan is in default, the entire outstanding balance is classified as a current liability on the Company's
September 30, 2019
Balance Sheet.
The Company is currently marketing it's Thornton, Colorado property to prospective buyers.
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ASCENT SOLAR TECHNOLOGIES, INC.
NOTE 9. SECURED PROMISSORY NOTE
The following table provides a summary of the activity of the Company's secured notes:
Global Ichiban
St. George
Total
Secured Notes Principal Balance at December 31, 2017
$
4,557,227
$
—
$
4,557,227
New notes
1,935,000
1,315,000
3,250,000
Note conversions
(1,426,000
)
—
(1,426,000
)
Interest converted to principal
140,518
—
140,518
Note assignments
(250,000
)
—
(250,000
)
Secured Notes Principal Balance at December 31, 2018
4,956,745
1,315,000
6,271,745
Less: remaining discount
(2,012,698
)
(811,667
)
(2,824,365
)
Secured Notes, net of discount, at December 31, 2018
2,944,047
503,333
3,447,380
New notes
—
845,000
845,000
Note conversions
(115,000
)
—
(115,000
)
Interest converted to principal
171,152
—
171,152
Secured Notes Principal Balance at September 30, 2019
5,012,897
2,160,000
7,172,897
Less: remaining discount
(995,249
)
(346,666
)
(1,341,915
)
Secured Notes, net of discount, at September 30, 2019
$
4,017,648
$
1,813,334
$
5,830,982
Global Ichiban Secured Promissory Notes
On
November 30, 2017
, the Company, entered into a note purchase and exchange agreement with Global Ichiban Ltd. ("Global"), for the private placement of up to
$2,000,000
of the Company’s secured convertible promissory notes in exchange for
$2,000,000
of gross proceeds in several tranches through June 2018, The closing of each tranche is conditioned upon the Company having an average daily trading volume for its Common Stock of at least
$50,000
for the
20
trading day period preceding such future tranche closing dates.
Pursuant to the terms of the note purchase and exchange agreement, the Company and Global also agreed to exchange certain outstanding securities held by the Global for additional notes. As of
November 30, 2017
, Global surrendered for cancellation (i) its outstanding promissory note dated
September 13, 2017
(
$3,359,539
principal and accrued interest), (ii) its outstanding promissory note dated
October 31, 2017
(
$252,466
principal and accrued interest), and (iii) its
400
shares of outstanding Series J Preferred Stock (
$445,222
of capital and accrued dividends). In exchange, the Company issued to Global
$4,057,227
aggregate principal amount of additional Notes. During the remainder of 2017, the Company issued to Global
$500,000
aggregate principal amount in additional Notes.
Of the notes issued in 2017,
$3,359,539
principal amount will mature on
December 15, 2020
. The remaining principal matured on November 30, 2017 and December 31, 2018. Principal and interest was originally to be payable in
36
equal monthly installments of
$111,585
beginning
January 15, 2018
. The remaining principal of
$1,197,688
matured on November 30, 2017 and December 31, 2018.
During 2018, the company issued to Global
$1,935,000
aggregate principal amount in additional notes, in exchange for additional proceeds of
$1,870,000
. The aggregate original issue discounts of
$65,000
will be allocated to interest expense, ratably, over the life of the note. These notes were issued with maturity dates between
January 11, 2019
and
October 22, 2019
.
All principal and accrued interest on the notes are redeemable at any time, in whole or in part, at the option of Global. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i)
85%
of the average VWAP for the shares over the prior
5
trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii)
$2.00
per share, at the option of the Company.
The notes may not be converted, and shares of common stock may not be issued pursuant to the notes, if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of
9.99%
of the outstanding shares of common stock.
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ASCENT SOLAR TECHNOLOGIES, INC.
On
October 22, 2018
, Global sold one of its notes to another investor. As a result of this sale,
$250,000
in principal and
$26,466
of accrued interest were assigned to the new investor and is no longer considered secured debt. Please refer to Note 11 for further discussion of the assignment. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above.
The following table summarizes the conversion activity of these notes:
Conversion Period
Principal Converted
Common Shares Issued
Q1 2018
$
1,250,000
2,450,981
Q2 2018
$
176,000
1,035,295
Q1 2019
$
115,000
9,595,327
$
1,541,000
13,081,603
Since conversions began in the first quarter of 2018, the interest associated with conversions has been added back into the principal of the notes. The following table summarizes the activity of adding the interest to principal:
Period
Interest converted to Principal
Q1 2018
$
96,281
Q2 2018
$
44,237
Q1 2019
$
171,152
$
311,670
All the notes issued in accordance with the note purchase and exchange agreement dated
November 30, 2017
are secured by a security interest on substantially all of the Company’s assets, bear interest at a rate of
12%
per annum and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the notes, and (ii) bankruptcy or insolvency of the Company. There are no registration rights applicable to the notes.
Payments on these notes have not occurred in accordance with the agreement and, as of the date of this filing, these notes are due upon demand. As of
September 30, 2019
, the aggregate principal and interest balance of the Notes were
$5,012,897
and
$733,852
, respectively.
Pursuant to a number of factors outlined in ASC Topic 815,
Derivatives and Hedging
, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.
The following table summarizes the derivative liability transactions for these notes:
Derivative Liability Balance as of December 31, 2018
$
3,533,861
Change in fair value of derivative liability
(422,392
)
Derivative Liability Balance as of September 30, 2019
$
3,111,469
The aggregate derivative value of the notes was
$3,533,861
as of
December 31, 2018
. This value is based was derived from Management's fair value assessment using the the following assumptions: annual volatility range between of
56% to 65%
, present value discount rate of
12%
, and a dividend yield of
0%
.
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ASCENT SOLAR TECHNOLOGIES, INC.
The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. During 2019, Management conducted quarterly fair value assessment of the embedded derivative associated with the notes using the following assumptions: annual volatility range of
42% to 72%
, present value discount rate of
12%
, and a dividend yield of
0%
. As a result of the fair value assessments, the Company recorded a net loss of
$446,746
for three months ended
September 30, 2019
, and an aggregate net gain of
$422,392
for the nine months ended
September 30, 2019
, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of
$3,111,469
as of
September 30, 2019
.
St. George Secured Convertible Notes
On
May 8, 2018
, the Company, entered into a note purchase agreement with St. George Investments LLC ("St. George"), for the private placement of a
$575,000
secured convertible promissory note. The Company received
$500,000
in aggregate proceeds for the note in two tranches and recorded and original issue discount of
$50,000
and debt financing costs of
$25,000
. The original issue discount and the financing costs will be recognized as interest expense, ratably, over the life of the note.
On
November 5, 2018
, the Company entered into a second securities purchase agreement with St. George, for the private placement of a
$1,220,000
secured convertible promissory note ("Company Note"). On
November 7, 2018
, the Company received
$200,000
of gross proceeds from the offering of the Company Note. In addition, the Company received additional consideration for the Company Note in the form of eight separate promissory notes of St. George (the “Investor Notes”) having an aggregate principal amount of
$800,000
. The Company may receive additional cash proceeds of up to an aggregate of
$800,000
through cash payments made from time to time by St George of principal and interest under the eight Investor Notes. The aggregate principal amount of the Company Note is divided into nine tranches, which tranches correspond to (i) the cash funding received on
November 5, 2018
and (ii) the principal amounts of the eight Investor Notes. As of
September 30, 2019
, the Company had received an additional
$400,000
in proceeds and had recorded
$1,220,000
in principal related to the Company and Investor Notes. The Company recorded original issue discounts of
$200,000
and debt financing costs of
$20,000
, which will be recognized as interest expense, ratably, over the life of the note. As of
September 30, 2019
, the closing dates, closing amounts, and proceeds on completed Note tranches are as follows:
Closing Date
Closing Amount
Proceeds
11/7/2018
$
260,000
$
200,000
11/19/2018
$
120,000
$
100,000
11/30/2018
$
120,000
$
100,000
12/7/2018
$
120,000
$
100,000
12/17/2018
$
120,000
$
100,000
1/3/2019
$
120,000
$
100,000
1/17/2019
$
120,000
$
100,000
1/30/2019
$
120,000
$
100,000
2/8/2019
$
120,000
$
100,000
On
March 13, 2019
, the Company entered into a third securities purchase agreement with St. George, for the private placement of a
$365,000
secured convertible promissory note ("Third Note"). The Company recorded original issue discounts of
$60,000
and debt financing costs of
$5,000
, which will be recognized as interest expense, ratably, over the life of the note. As of
September 30, 2019
, the closing dates, closing amounts, and proceeds on completed Note tranches are as follows:
Closing Date
Closing Amount
Proceeds
3/15/2019
$
125,000
$
100,000
3/22/2019
$
120,000
$
100,000
4/4/2019
$
120,000
$
100,000
These Notes bear interest at a rate of
10%
per annum and mature twelve months from the date of issuance. All unredeemed principal and accrued interest is payable upon maturity. The Notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to
22%
per annum. The Notes are secured by a security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement.
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ASCENT SOLAR TECHNOLOGIES, INC.
Beginning six months from the date of issuance, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to
60%
of the average of the two lowest closing bid price for the shares over the prior
10
day trading period immediately preceding the conversion.
Shares of common stock may not be issued pursuant to these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of
9.99%
of the outstanding shares of common stock.
As of
September 30, 2019
, no principal or interest had been paid or converted, and the aggregate principal and interest balance of the Notes were
$2,040,000
and
$197,551
, respectively.
Pursuant to a number of factors outlined in ASC Topic 815,
Derivatives and Hedging
, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.
The following table summarizes the derivative liability transactions for these notes:
Derivative Liability Balance as of December 31, 2018
$
3,292,692
Additional derivative liability on new notes
1,752,197
Change in fair value of derivative liability
(2,897,211
)
Derivative Liability Balance as of September 30, 2019
$
2,147,678
The aggregate derivative value of the notes was
$3,292,692
as of
December 31, 2018
. This value is was derived from Management's fair value assessment using the the following assumptions: annual volatility range between of
56% to 71%
, present value discount rate of
12%
, and a dividend yield of
0%
.
The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. During 2019, Management conducted quarterly fair value assessment of the embedded derivative associated with the notes using the following assumptions: annual volatility range of
35% to 82%
, present value discount rate of
12%
, and a dividend yield of
0%
. As a result of the fair value assessments, the Company recorded a net gain of
$790,750
for three months ended
September 30, 2019
, and an aggregate net gain of
$2,897,211
for the nine months ended
September 30, 2019
, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of
$2,147,678
as of
September 30, 2019
.
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ASCENT SOLAR TECHNOLOGIES, INC.
NOTE 10. PROMISSORY NOTES
The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes:
Investor 1
Investor 2
Total
Promissory Notes Principal Balance at December 31, 2017
$
494,437
$
200,000
$
694,437
New principal
—
850,000
850,000
Notes exchanged
—
(200,000
)
(200,000
)
Promissory Notes Principal Balance at December 31, 2018
494,437
850,000
1,344,437
Less: remaining discount
—
(104,583
)
(104,583
)
Promissory Notes, net of discount, at December 31, 2018
$
494,437
$
745,417
$
1,239,854
New principal
—
530,000
530,000
Notes exchanged
—
(850,000
)
(850,000
)
Promissory Notes Principal Balance at September 30, 2019
494,437
530,000
1,024,437
Less: remaining discount
—
(70,000
)
(70,000
)
Promissory Notes, net of discount, at September 30, 2019
$
494,437
$
460,000
$
954,437
Offering of Unsecured, Non-Convertible Notes to Investor 1
During October 2016, the Company received
$420,000
from a private investor "Investor 1". These funds, along with
$250,000
of additional funding, were rolled into a promissory note, executed on
January 17, 2017
, in the amount of
$700,000
issued with a discount of
$30,000
which was charged to interest expense ratably over the term of the note. The note bears interest at
12%
per annum and matures on
July 17, 2017
. Principal and interest on this note were payable at maturity. This note is not convertible into equity shares of the Company and is unsecured.
On June 30, 2017, the Company and Investor 1 agreed to a
12
month payment plan on the balance of this promissory note. Interest will continue to accrue on this note at
12%
per annum and payments of approximately
$62,000
will be made monthly beginning in July 2017. The Company has not made the payments according to this payment plan, and the note is payable upon demand.
As of
September 30, 2019
,
$205,563
of principal and
$45,414
of interest had been paid on this note. The outstanding principal and accrued interest balances on the note as of
September 30, 2019
were
$494,437
and
$130,836
, respectively.
Offering of Unsecured, Non-Convertible Notes to Investor 2
On
June 6, 2018
, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of
$315,000
. The promissory note was issued with an original issue discount of
$55,000
, which was recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of
$260,000
, that was received in several tranches between February 2018 and April 2018. This note bears interest at
12%
per annum and matured on
June 6, 2019
. On
May 2, 2019
, the Company entered into a securities exchange agreement with Investor 2 to surrender and exchange this promissory note in exchange for a convertible note. The promissory note had a principal balance of
$315,000
and an accrued interest balance of
$39,890
. See Note 11 for further discussion on the new convertible notes.
On
July 24, 2018
, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of
$115,000
. The promissory note was issued with an original issue discount of
$27,500
, which was recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of
$87,500
, which was received in several tranches between May 2018 and June 2018. This note bears interest at
12%
per annum and matured on
January 24, 2019
. On
March 11, 2019
, the Company entered into a securities exchange agreement with Investor 2 to surrender and exchange this promissory note in exchange for a convertible note. The promissory note had a principal balance of
$115,000
and an accrued interest balance of
$10,607
. See Note 11 for further discussion on the new convertible notes.
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ASCENT SOLAR TECHNOLOGIES, INC.
On
September 10, 2018
, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of
$120,000
. The promissory note was issued with an original issue discount of
$20,000
, which was recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of
$100,000
, which was received in several tranches between June 2018 and September 2018. This note bears interest at
12%
per annum and matured on
March 10, 2019
.
March 11, 2019
, the Company entered into a securities exchange agreement with Investor 2 to surrender and exchange this promissory note in exchange for a convertible note. The promissory note had a principal balance of
$120,000
and an accrued interest balance of
$7,829
. See Note 11 for further discussion on the new convertible notes.
On
December 31, 2018
, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of
$300,000
. The promissory note was issued with an original issue discount of
$75,000
, which was recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of
$225,000
, which was received in several tranches between September 2018 and December 2018. This note bears interest at
12%
per annum and matured on
June 30, 2019
. On
August 22, 2019
, the Company entered into a securities exchange agreement with Investor 2 to surrender and exchange this promissory note in exchange for a convertible note. The promissory note had a principal balance of
$300,000
and an accrued interest balance of
$28,353
. See Note 11 for further discussion on the new convertible notes
On
March 11, 2019
, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of
$60,000
. The promissory note was issued with an original issue discount of
$10,000
, which was recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of
$50,000
, which was received in several tranches between January 2019 and March 2019. This note bears interest at
12%
per annum and matured on
September 11, 2019
. All principal and interest is payable upon maturity. As of
September 30, 2019
, the remaining principal and interest on on this note were
$60,000
and
$4,507
, respectively.
On
May 14, 2019
, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of
$100,000
. The promissory note was issued with an original issue discount of
$25,000
, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of
$75,000
, which was received in several tranches between March 2019 and May 2019. This note bears interest at
12%
per annum and matures on
October 11, 2019
. All principal and interest is payable upon maturity. As of
September 30, 2019
, the remaining principal and interest on on this note were
$100,000
and
$5,109
, respectively.
On
July 8, 2019
, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of
$125,000
. The promissory note was issued with an original issue discount of
$25,000
, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of
$100,000
. This note bears interest at
12%
per annum and matures on
January 8, 2020
. All principal and interest is payable upon maturity. As of
September 30, 2019
, the remaining principal and interest on on this note were
$125,000
and
$3,500
, respectively.
On
August 8, 2019
, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of
$65,000
. The promissory note was issued with an original issue discount of
$20,000
, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of
$45,000
. This note bears interest at
12%
per annum and matures on
February 8, 2020
. All principal and interest is payable upon maturity. As of
September 30, 2019
, the remaining principal and interest on on this note were
$65,000
and
$1,148
, respectively.
On
September 9, 2019
, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of
$150,000
. The promissory note was issued with an original issue discount of
$40,000
, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of
$110,000
, which was received in several tranches during September 2019. This note bears interest at
12%
per annum and matures on
March 9, 2020
. All principal and interest is payable upon maturity. As of
September 30, 2019
, the remaining principal and interest on on this note were
$150,000
and
$1,393
, respectively.
Between August 22, 2019 and September 27, 2019, the Company received
$30,000
proceeds from Investor 2, which had not yet been documented into a note. The Company is accruing interest on these funds at a rate of
12%
per annum and has accrued
$50
as of
September 30, 2019
.
As of
September 30, 2019
, the aggregate outstanding principal and interest for Investor 2 was
$530,000
and
$14,314
, respectively.
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ASCENT SOLAR TECHNOLOGIES, INC.
NOTE 11. CONVERTIBLE NOTES
The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes:
Principal Balance 12/31/2017
New Notes
Notes assigned or exchanged
Notes converted
Principal Balance 12/31/2018
Less: Discount Balance
Net Principal Balance 12/31/18
October 2016 Notes
$
330,000
$
—
$
—
$
—
$
330,000
$
—
$
330,000
St. George Notes
1,705,833
—
—
(606,600
)
1,099,233
(96,177
)
1,003,056
BayBridge Notes
—
—
270,000
(207,500
)
62,500
(62,100
)
400
Bellridge Notes
—
150,000
550,000
(245,000
)
455,000
(123,360
)
331,640
Power Up Notes
—
225,000
—
—
225,000
(110,621
)
114,379
EMA Note
—
75,000
—
—
75,000
(1,753
)
73,247
$
2,035,833
$
450,000
$
820,000
$
(1,059,100
)
$
2,246,733
$
(394,011
)
$
1,852,722
Principal Balance 12/31/2018
New Notes/Adjustments
Notes assigned or exchanged
Notes converted
Principal Balance 9/30/2019
Less: Discount Balance
Net Principal Balance 9/30/2019
October 2016 Notes
$
330,000
$
—
$
—
$
—
$
330,000
$
—
$
330,000
St. George Notes
1,099,233
(172,500
)
—
(255,070
)
671,663
—
671,663
BayBridge Notes
62,500
—
1,160,000
(265,000
)
957,500
(658,333
)
299,167
Bellridge Notes
455,000
—
—
(202,000
)
253,000
—
253,000
Power Up Notes
225,000
149,500
—
(239,600
)
134,900
(61,263
)
73,637
EMA Note
75,000
—
(75,000
)
—
—
—
—
Widjaja Note
—
330,000
—
—
330,000
(54,909
)
275,091
GS Capital Notes
—
178,568
75,000
(72,718
)
180,850
(79,167
)
101,683
$
2,246,733
$
485,568
$
1,160,000
$
(1,034,388
)
$
2,857,913
$
(853,672
)
$
2,004,241
October 2016 Convertible Notes
On
October 5, 2016
, the Company entered into a securities purchase agreement with a private investor for the private placement of
$330,000
principal amount of convertible notes. At Closing, the Company sold and issued
$330,000
principal amount of convertible notes in exchange for
$330,000
of gross proceeds.
The convertible notes matured on
December 31, 2017
and bear interest at a rate of
6%
per annum, subject to increase to
24%
per annum upon the occurrence and continuance of an event of default. Principal and accrued interest on the convertible notes is payable upon demand, the default interest rate has not been designated by the investor.
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ASCENT SOLAR TECHNOLOGIES, INC.
All principal and accrued interest on the convertible notes is convertible at any time, in whole or in part, at the option of the investor, into shares of common stock at a variable conversion price equal to
80%
of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date. After the six month anniversary of the issuance of any convertible note, the conversion price for such note shall thereafter be equal to
50%
of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date.
The convertible notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the convertible notes; and (ii) bankruptcy or insolvency of the Company.
Outstanding principal and accrued interest on the convertible notes were
$330,000
and
$59,950
, respectively as of
September 30, 2019
.
Pursuant to a number of factors outlined in ASC Topic 815,
Derivatives and Hedging
, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.
The following table summarizes the derivative liability transactions for this note:
Derivative Liability Balance as of December 31, 2018
$
876,481
Additional derivative liability on new notes
—
Change in fair value of derivative liability
(423,744
)
Derivative Liability Balance as of September 30, 2019
$
452,737
As of
December 31, 2018
, the fair value of the derivative liability was
$876,481
. This value is was derived from Management's fair value assessment using the the following assumptions: annual volatility of
63%
, present value discount rate of
12%
, and a dividend yield of
0%
.
The derivative liability associated with the note is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. During 2019, Management conducted quarterly fair value assessment of the embedded derivative associated with the notes using the following assumptions: annual volatility range of
44%
to
72%
, present value discount rate of
12%
, and a dividend yield of
0%
. As a result of the fair value assessments, the Company recorded a net loss of
$20,605
for three months ended
September 30, 2019
, and an aggregate net loss of
$423,744
for the nine months ended
September 30, 2019
, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of
$452,737
as of
September 30, 2019
.
St. George Convertible Note
On
September 8, 2017
, the Company entered into a securities purchase agreement with St. George Investments, LLC ("St. George") for the private placement of
$1,725,000
principal amount of the Company’s original issue discount convertible notes.
On
September 11, 2017
, the Company sold and issued a
$1,725,000
principal convertible note to St. George in exchange for
$1,500,000
of gross proceeds, and paid
$20,000
in financing costs. The original issue discount of
$225,000
, and the financing costs, will be charged to interest expense, ratably, over the life of the note.
This note matured on
March 11, 2019
. The note does not bear interest in the absence of an event of default. The note is due upon demand and an interest rate has not been designated by St. George.
For the first six months after the issuance of the convertible note, the Company will make a monthly cash repayment on the note of approximately
$96,000
. Thereafter, St. George may request that the Company make monthly partial redemptions of the note up to
$150,000
per month. If St. George does not request the full
$150,000
redemption amount in any one month, the unused portion of such monthly redemption amount can be added to future monthly redemption amounts; however, in no event, can the amount requested for any one month exceed
$275,000
.
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ASCENT SOLAR TECHNOLOGIES, INC.
Redemption amounts are payable by the Company in cash. Beginning ten months after the issuance of the convertible note, cash redemption payments by the Company will be subject to a
15%
redemption premium. The Company recorded an estimated cash premium of
$172,500
, at inception, which has been charged to interest, ratably, over the life of the note. During the three months ended September 30 ,2019, the Company reversed the estimated cash payment premium of
$172,500
, due to the possibility of payment in cash being extremely unlikely.
Beginning six months after the issuance of the convertible note, the Company also has the option (subject to customary equity conditions) to pay redemption amounts in the form of shares of common stock. Payments in the form of shares would be calculated using a variable conversion price equal to the lower of (i)
85%
of the average VWAP for the shares over the prior
five
trading days or (ii) the closing bid price for the shares on the prior trading day.
On
May 1, 2018
, effective as of
April 3, 2018
, in lieu of making the December 2017 through March 2018 cash payments, the the Company agreed to amend the variable conversion price formula outlined in the securities purchase agreement. As amended, payments in the form of shares would be calculated using a variable conversion price equal to the lower of (i)
60%
of the lowest VWAP for the shares during the prior
five
trading days or (ii) the closing bid price for the shares on the prior trading day.
All principal and accrued interest on the convertible note is convertible at any time, in whole or in part, at the option of St. George into shares of common stock at a fixed conversion price of
$4.00
per share.
The convertible note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the Note; and (ii) bankruptcy or insolvency of the Company. Upon the occurrence of an event of default, the convertible note will begin to bear interest at the rate of
22%
per annum. In addition, upon the occurrence of an event of default, St. George has the option to increase the outstanding balance of the convertible note by
25%
. The default provisions have not been designated by St. George.
In connection with the closing under the securities purchase agreement, the Company issued
37,500
unregistered shares of common stock to St. George as an origination fee. The closing stock price on the date of close was
$1.70
resulting in an interest expense of
$63,750
being recorded as of the date of close.
The convertible note may not be converted, and shares of common stock may not be issued pursuant to the convertible note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of
4.99%
of the outstanding shares of common stock.
As of
September 30, 2019
, cash payments of
$191,667
had been made on the convertible note, and
$861,670
had been converted into
531,575,123
shares of the Company's common stock. The remaining balance on the note was
$671,663
as of
September 30, 2019
.
The following table summarizes the conversion activity of this note:
Conversion Period
Principal Converted
Common Shares Issued
Q1 2018
$
75,000
187,500
Q2 2018
316,600
2,082,778
Q3 2018
102,500
3,142,333
Q4 2018
112,500
10,437,046
Q1 2019
106,750
58,503,244
Q2 2019
59,320
86,636,364
Q3 2019
89,000
457,222,222
$
861,670
618,211,487
Pursuant to a number of factors outlined in ASC Topic 815,
Derivatives and Hedging
, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.
18
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ASCENT SOLAR TECHNOLOGIES, INC.
The following table summarizes the derivative liability transactions for this note:
Derivative Liability Balance as of December 31, 2018
$
1,060,000
Change in fair value of derivative liability
(975,258
)
Derivative Liability Balance as of September 30, 2019
$
84,742
As of
December 31, 2018
, the derivative liability was
$1,060,000
. This value is was derived from Management's fair value assessment using the the following assumptions: annual volatility of
52%
, present value discount rate of
12%
, and a dividend yield of
0%
.
The derivative liability associated with the note is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. During 2019, Management conducted quarterly fair value assessment of the embedded derivative associated with the notes using the following assumptions: annual volatility range of
44%
to
52%
, present value discount rate of
12%
, and a dividend yield of
0%
. As a result of the fair value assessments, the Company recorded a net gain of
$405,034
for three months ended
September 30, 2019
, and an aggregate net gain of
$975,258
for the nine months ended
September 30, 2019
, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of
$84,742
as of
September 30, 2019
.
BayBridge Convertible Note
On
September 7, 2018
, the Company, entered into an securities exchange agreement (“Exchange Agreement 2”) BayBridge Capital Fund LP ("BayBridge).
Pursuant to the terms of Exchange Agreement 2, BayBridge agreed to surrender and exchange an outstanding promissory note with a principal balance of
$200,000
, plus accrued interest of
$16,800
, for a convertible note with an aggregate principal amount of
$270,000
and an original issue discount of
$53,200
(“Exchange Note 2”).
Exchange Note 2 is unsecured, has no applicable registration rights, bears interest at a rate of
12%
per annum, matures on
September 7, 2019
and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the Exchange Note, and (ii) bankruptcy or insolvency of the Company. Principal and interest are payable upon maturity.
BayBridge shall have the right, from and after the date of issuance of Exchange Note 2, and then at any time until Exchange Note 2 is fully paid, to convert any outstanding and unpaid principal and interest into shares of common stock at a variable conversion price equal to the lesser of (i) a price equal to
$0.15
, or (ii)
70%
of the lowest traded price for the shares over the prior
five
trading days.
As of
September 30, 2019
, Exchange Note 2 had been converted in full.
On
March 11, 2019
, as described in Note 10, the Company, entered into two additional securities exchange agreements (“Exchange Agreements 3 & 4”) with Baybridge.
Pursuant to the terms of Exchange Agreement 3, BayBridge agreed to surrender and exchange an outstanding promissory notes with a principal balance of
$115,000
, plus accrued interest of
$10,607
, for a convertible note with an aggregate principal amount of
$150,000
and an original issue discount of
$24,393
(“Exchange Note 3”).
Pursuant to the terms of Exchange Agreement 4, BayBridge agreed to surrender and exchange an outstanding promissory notes with a principal balance of
$120,000
, plus accrued interest of
$7,829
, for a convertible note with an aggregate principal amount of
$160,000
and an original issue discount of
$32,171
(“Exchange Note 4”).
On
May 2, 2019
, as described in Note 10, the Company, entered into an additional securities exchange agreements (“Exchange Agreement 5”) with Baybridge.
Pursuant to the terms of Exchange Agreement 5, BayBridge agreed to surrender and exchange an outstanding promissory notes with a principal balance of
$315,000
, plus accrued interest of
$37,872
, for a convertible note with an aggregate principal amount of
$450,000
and an original issue discount of
$97,128
(“Exchange Note 5”).
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ASCENT SOLAR TECHNOLOGIES, INC.
On
August 22, 2019
, as described in Note 10, the Company, entered into an additional securities exchange agreements (“Exchange Agreement 6”) with Baybridge.
Pursuant to the terms of Exchange Agreement 6, BayBridge agreed to surrender and exchange an outstanding promissory notes with a principal balance of
$300,000
, plus accrued interest of
$23,400
, for a convertible note with an aggregate principal amount of
$400,000
and an original issue discount of
$76,600
(“Exchange Note 6”).
The Exchange Notes are unsecured, have no applicable registration rights, bear interest at a rate of
12%
per annum, mature twelve months from the date of issuance, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the Exchange Note, and (ii) bankruptcy or insolvency of the Company. Principal and interest are payable upon maturity.
BayBridge shall have the right, from the date of issuance of the Exchange Notes, and then at any time until the Exchange Notes are fully paid, to convert any outstanding and unpaid principal and interest into shares of common stock at a variable conversion price equal to the lesser of (i) a price equal to
$0.0005
, or (ii)
65%
of the lowest traded price for the shares over the prior
five
trading days.
Conversion to shares of common stock may not be issued pursuant to the Exchange Notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of
4.99%
of the outstanding shares of common stock.
As of
September 30, 2019
, aggregate principal of
$472,500
and interest of
$11,921
had been converted into
821,478,573
shares of common stock and no cash payments of principal or interest had been made on these exchange notes. Exchange Note 2 had been converted in full. The principal and accrued interest balances on Exchange Notes 3 through 6, as of
September 30, 2019
, were
$957,500
and
$40,062
, respectively.
The following table summarizes the conversion activity of these notes:
Conversion Period
Principal Converted
Interest Converted
Common Shares Issued
Q4 2018
$
207,500
$
4,303
16,008,198
Q1 2019
90,500
3,278
47,400,806
Q2 2019
88,500
2,079
141,822,223
Q3 2019
86,000
2,261
616,247,346
$
472,500
$
11,921
821,478,573
Pursuant to a number of factors outlined in ASC Topic 815,
Derivatives and Hedging
, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.
The following table summarizes the derivative liability transactions for these notes:
Derivative Liability Balance as of December 31, 2018
$
113,846
Additional derivative liability on new notes
1,376,670
Change in fair value of derivative liability
(423,893
)
Liability extinguished
(152,301
)
Derivative Liability Balance as of September 30, 2019
$
914,322
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ASCENT SOLAR TECHNOLOGIES, INC.
At
December 31, 2018
, the derivative liability associated with Exchange Note 2 was
$113,846
. This value is was derived from Management's fair value assessment using the the following assumptions: annual volatility of
74%
, present value discount rate of
12%
, and a dividend yield of
0%
. During the first quarter of 2019, Exchange Note 2 was converted in full and the derivative liability balance of
$113,846
was written off as a gain as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Consolidated Statements of Operations.
The conversion options in Exchange Notes 3 & 4 were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance based on the following assumptions: annual volatility of
67%
, present value discount rate of
12%
, and a dividend yield of
0%
, and appropriately recorded that value as a derivative liability. At
March 11, 2019
, the derivative liability associated with Exchange Notes 3 & 4 was
$310,640
. The fair value of the derivative was greater than the face value at issuance and the difference of
$57,204
was charged to interest expense at issuance. The remaining debt discount of
$253,436
will be charged to interest expense ratably over the life of the note.
The conversion option in Exchange Note 5 was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance based on the following assumptions: annual volatility of
68%
present value discount rate of
12%
, and a dividend yield of
0%
, and appropriately recorded that value as a derivative liability. At
May 2, 2019
, the derivative liability associated with Exchange Note 5 was
$499,685
. The fair value of the derivative was greater than the face value at issuance and the difference of
$150,035
was charged to interest expense at issuance. The remaining debt discount of
$349,650
will be charged to interest expense ratably over the life of the note.
The conversion option in Exchange Note 6 was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance based on the following assumptions: annual volatility of
64%
present value discount rate of
12%
, and a dividend yield of
0%
, and appropriately recorded that value as a derivative liability. At
May 2, 2019
, the derivative liability associated with Exchange Note 6 was
$566,345
. The fair value of the derivative was greater than the face value at issuance and the difference of
$323,400
was charged to interest expense at issuance. The remaining debt discount of
$242,945
will be charged to interest expense ratably over the life of the note.
The derivative liability associated with the Exchange Notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. During 2019, Management conducted quarterly fair value assessment of the embedded derivative associated with the notes using the following assumptions: annual volatility range of
46%
and
69%
, present value discount rate of
12%
, and a dividend yield of
0%
. As a result of the fair value assessments, the Company recorded a net gain of
$384,436
for three months ended
September 30, 2019
, and an aggregate net gain of
$423,893
for the nine months ended
September 30, 2019
, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of
$914,322
as of
September 30, 2019
.
Bellridge Convertible Notes
On
July 25, 2018
, the Company, entered into a securities exchange agreement (the “Exchange Agreement”) with Bellridge Capital, LP ("Bellridge"). Pursuant to the terms of the Exchange Agreement, the investor agreed to surrender and exchange a promissory note with a principal balance of
$275,000
and accrued interest of
$20,071
. In exchange, the Company issued to the investor an unsecured convertible note with an aggregate principal amount of
$300,000
(the “Exchange Note”). The original issue discount of
$4,929
was charged to interest expense upon issuance. The Exchange Note is not secured, bears interest at a rate of
12%
per annum, and will matured on
January 25, 2019
; principal and interest on the Exchange Note are due upon demand. The investor shall have the right, from and after the date of issuance of this note and then at any time until the note is fully paid, to convert any outstanding and unpaid principal into shares of the Company's common stock at a variable conversion price equal to the lesser of (i) a price equal to
$0.20
, or (ii)
80%
of the lowest traded price for the shares over the prior
ten
trading days. This Exchange Note was fully converted during the
nine
months ended
September 30, 2019
.
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ASCENT SOLAR TECHNOLOGIES, INC.
On
September 14, 2018
, the “Company, issued a new
$150,000
convertible note in a private placement to Bellridge. The note is not secured, contains no registration rights, bears interest at a rate of
12%
per annum, will mature on
September 14, 2019
, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. All principal and interest on the note are due upon maturity. Bellridge shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to the lesser of (i)
$0.20
or (ii)
70%
of the lowest closing bid price for the shares over the prior
five
day trading period immediately preceding the conversion.
On
October 18, 2018
, as discussed in Note 9, Global assigned one of its notes to Bellridge. The note had an outstanding principal balance of
$250,000
and an accrued interest balance of
$26,466
. The note matures on
October 18, 2019
, and all principal and interest is due upon maturity. The principal and accrued interest on the note are redeemable at any time, in whole or in part, at the option of Bellridge. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i)
85%
of the average VWAP for the shares over the prior
five
trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii)
$0.20
per share, at the option of the Company.
Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of
4.99%
of the outstanding shares of Common Stock.
As of
September 30, 2019
, an aggregate principal of
$447,000
and interest of
$24,265
, on the Bellridge convertible notes had been converted into
647,170,163
shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of
September 30, 2019
were
$253,000
and
$55,514
, respectively.
The following table summarizes the conversion activity of these notes:
Conversion Period
Principal Converted
Interest Converted
Common Shares Issued
Q3 2018
$
137,500
$
2,104
3,715,476
Q4 2018
107,500
4,000
7,554,399
Q1 2019
65,615
4,507
38,696,339
Q2 2019
47,385
3,875
68,142,087
Q3 2019
89,000
9,779
529,061,862
$
447,000
$
24,265
647,170,163
Pursuant to a number of factors outlined in ASC Topic 815,
Derivatives and Hedging
, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.
The following table summarizes the derivative liability transactions for this note:
Derivative Liability Balance as of December 31, 2018
$
486,279
Liability extinguished
(43,521
)
Change in fair value of derivative liability
(408,132
)
Derivative Liability Balance as of September 30, 2019
$
34,626
At
December 31, 2018
, the derivative liability associated with these notes was
$486,279
. This value is was derived from Management's fair value assessment using the the following assumptions: annual volatility range between
40%
and
74%
, present value discount rate of
12%
, and a dividend yield of
0%
. During the first quarter of 2019, the exchange note was converted in full and the derivative liability balance of
$43,521
was written off as a gain as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Consolidated Statements of Operations.
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ASCENT SOLAR TECHNOLOGIES, INC.
The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. During 2019, Management conducted quarterly fair value assessment of the embedded derivative associated with the notes using the following assumptions: annual volatility range of
41%
and
72%
, present value discount rate of
12%
, and a dividend yield of
0%
. As a result of the fair value assessments, the Company recorded a net gain of
$150,833
for three months ended
September 30, 2019
, and an aggregate net gain of
$408,132
for the nine months ended
September 30, 2019
, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of
$34,626
as of
September 30, 2019
.
PowerUp Convertible Notes
During 2018, the Company entered into three securities purchase agreements with Power Up Lending Group, LTD ("Power Up"), for the private placement of three convertible notes with an aggregate principal amount of
$225,000
.
On
February 14, 2019
, the Company entered into a fourth securities purchase agreement with Power Up, for the private placement of a fourth convertible note with a principal value of
$54,500
.
On
March 7, 2019
, the Company entered into a fifth securities purchase agreement with Power Up, for the private placement of a fifth convertible note with a principal value of
$52,500
.
On
May 3, 2019
, the Company entered into a sixth securities purchase agreement with Power Up, for the private placement of a sixth convertible note with a principal value of
$42,500
.
These notes are unsecured, bear interest at a rate of
8%
per annum, and mature on twelve months following the date of issuance; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to
22%
.
Beginning in six months after issuance, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to
65%
of the average of the three lowest closing bid prices for the shares over the prior
ten
day trading period immediately preceding the conversion.
Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of
4.99%
of the outstanding shares of Common Stock.
As of
September 30, 2019
, the three 2018 notes had been converted in full. The aggregate principal and interest converted was
$239,600
and
$9,000
, respectively, into
297,994,634
shares of common stock. No cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of
September 30, 2019
were
$134,900
and
$7,193
, respectively.
The following table summarizes the conversion activity of these notes:
Conversion Period
Principal Converted
Interest Converted
Common Shares Issued
Q1 2019
$
182,500
$
7,300
95,014,902
Q2 2019
42,500
1,700
47,155,556
Q3 2019
14,600
—
155,824,176
$
239,600
$
9,000
297,994,634
Pursuant to a number of factors outlined in ASC Topic 815,
Derivatives and Hedging
, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.
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ASCENT SOLAR TECHNOLOGIES, INC.
The following table summarizes the derivative liability transactions for this note:
Derivative Liability Balance as of December 31, 2018
$
511,137
Additional derivative liability on new notes
222,593
Liability extinguishment
(511,137
)
Change in fair value of derivative liability
(89,997
)
Derivative Liability Balance as of September 30, 2019
$
132,596
At
December 31, 2018
, the derivative liability associated with these notes was
$511,137
. This value is was derived from Management's fair value assessment using the the following assumptions: annual volatility range between
70%
to
76%
, present value discount rate of
12%
, and a dividend yield of
0%
. During the first half of 2019, the three December 2018 notes were converted in full and the derivative liability balance of
$511,137
was written off as a gain as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Consolidated Statements of Operations.
The conversion option in the fourth note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance based on the following assumptions: annual volatility of
65%
, present value discount rate of
12%
, and a dividend yield of
0%
, and appropriately recorded that value as a derivative liability. At
February 14, 2019
, the derivative liability associated with the fourth note was
$43,788
.
The conversion option in the fifth note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance based on the following assumptions: annual volatility of
67%
, present value discount rate of
12%
, and a dividend yield of
0%
, and appropriately recorded that value as a derivative liability. At
March 7, 2019
, the derivative liability associated with the fifth note was
$86,865
. The fair value of the derivative was greater than the face value at issuance and the difference of
$34,365
was charged to interest expense at issuance. The remaining debt discount of
$52,500
will be charged to interest expense ratably over the life of the note.
The conversion option in the sixth note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance based on the following assumptions: annual volatility of
69%
, present value discount rate of
12%
, and a dividend yield of
0%
, and appropriately recorded that value as a derivative liability. At
May 3, 2019
, the derivative liability associated with the sixth note was
$91,940
. The fair value of the derivative was greater than the face value at issuance and the difference of
$49,440
was charged to interest expense at issuance. The remaining debt discount of
$42,500
will be charged to interest expense ratably over the life of the note.
The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. During 2019, Management conducted quarterly fair value assessment of the embedded derivative associated with the notes using the following assumptions: annual volatility range of
46%
to
71%
, present value discount rate of
12%
, and a dividend yield of
0%
. As a result of the fair value assessments, the Company recorded a net gain of
$41,327
for three months ended
September 30, 2019
, and an aggregate net gain of
$89,997
for the nine months ended
September 30, 2019
, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of
$132,596
as of
September 30, 2019
.
EMA Convertible Note
On
August 29, 2018
, the Company, entered into a securities purchase agreement with EMA Financial, LLC, for the private placement of a
$75,000
convertible note. The note is unsecured, bears interest at a rate of
8%
per annum, and matures on
May 29, 2019
; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to
22%
.
Beginning in March 2019, EMA shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's Common Stock. Conversions into Common Stock shall be calculated using a variable conversion price equal to
65%
of the average of the three lowest closing bid prices for the shares over the prior
ten
day trading period immediately preceding the conversion.
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ASCENT SOLAR TECHNOLOGIES, INC.
Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of
4.99%
of the outstanding shares of common stock.
On February 22, 2019, EMA assigned this note to GS Capital (see below). Per the terms of this agreement,
$75,000
of principal and
$2,909
of accrued interest were sold to the new investor and the Company paid
$27,268
to EMA as a pre-payment penalty.
Pursuant to a number of factors outlined in ASC Topic 815,
Derivatives and Hedging
, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.
At
December 31, 2018
, the derivative liability associated with the note was
$240,156
. This value is was derived from Managements fair value assessment using the the following assumptions: annual volatility of
87%
, present value discount rate of
12%
, and a dividend yield of
0%
. On February 22, 2019, this derivative value was assigned to GS Capital (see below).
The following table summarizes the derivative liability transactions for this note:
Derivative Liability Balance as of December 31, 2018
$
240,156
Liability assigned
(240,156
)
Derivative Liability Balance as of June 30, 2019
$
—
Widjaja Convertible Note
On
January 11, 2019
, the Company entered into a note purchase with Jason Widjaja (“Widjaja”), for the private placement of a
$330,000
convertible promissory note, in exchange for
$330,000
of gross proceeds. The note is unsecured, bears interest at
12%
per annum, matures on
January 11, 2020
, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity.
At any time after inception of the note, until fully paid, Widjaja shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to
80%
of the lowest closing bid price for the shares over the prior
five
trading days immediately preceding the conversion date.
There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of
19.99%
of the outstanding shares of the Company's common stock.
As of
September 30, 2019
, no principal and no interest had been converted into shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of
September 30, 2019
were
$330,000
and
$28,425
, respectively.
Pursuant to a number of factors outlined in ASC Topic 815,
Derivatives and Hedging
, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.
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ASCENT SOLAR TECHNOLOGIES, INC.
The following table summarizes the derivative liability transactions for this note:
Derivative Liability Balance as of December 31, 2018
$
—
Additional derivative liability on new notes
219,634
Change in fair value of derivative liability
(77,774
)
Derivative Liability Balance as of September 30, 2019
$
141,860
The conversion option in the Widjaja note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance based on the following assumptions: annual volatility of
64%
, present value discount rate of
12%
, and a dividend yield of
0%
, and appropriately recorded that value as a derivative liability. At
January 11, 2019
, the derivative liability associated with the Widjaja note was
$219,634
.
The derivative liability associated with this note is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. During 2019, Management conducted quarterly fair value assessment of the embedded derivative associated with the notes using the following assumptions: annual volatility range of
43%
to
73%
, present value discount rate of
12%
, and a dividend yield of
0%
. As a result of the fair value assessments, the Company recorded a net gain of
$6,843
for three months ended
September 30, 2019
, and an aggregate net gain of
$77,774
for the nine months ended
September 30, 2019
, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of
$141,860
as of
September 30, 2019
.
GS Capital Convertible Note
On
February 22, 2019
, the Company sold and issued to GS Capital Partners, LLC (“GS”) a
$108,068
aggregate principal amount unsecured convertible promissory note in exchange for
$75,000
of gross proceeds,
$5,800
in financing costs, and
$27,268
of premium associated with the assignment of the EMA note (see above). On August 26, 2019, the Company sold and issued to GS, an additional unsecured convertible promissory note in the the amount of
$70,500
.
These notes are unsecured, bear interest at
8%
per annum, matures twelve months from the date of issuance, and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity. There are no registration rights applicable to the note.
At any time after inception of the note until fully paid, GS shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to
65%
of the average of the three lowest closing bid price for the shares over the prior
ten
day trading period immediately preceding the conversion.
Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of
4.99%
of the outstanding shares of the Company's common stock.
On February 22, 2019, GS purchased
$75,000
in convertible notes, plus accrued interest, from EMA (see above). The terms of the note remain the same.
As of
September 30, 2019
, principal of
$72,718
and interest of
$5,047
had been converted into
352,747,428
shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of
September 30, 2019
were
$180,850
and
$6,044
, respectively.
The following table summarizes the conversion activity of these notes:
Conversion Period
Principal Converted
Interest Converted
Common Shares Issued
Q2 2019
$
15,000
$
763
$
17,321,692
Q3 2019
$
57,718
$
4,284
$
335,425,736
$
72,718
$
5,047
$
352,747,428
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ASCENT SOLAR TECHNOLOGIES, INC.
Pursuant to a number of factors outlined in ASC Topic 815,
Derivatives and Hedging
, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.
The following table summarizes the derivative liability transactions for this note:
Derivative Liability Balance as of December 31, 2018
$
—
Additional derivative liability on new notes
210,092
Derivative liability assigned
240,156
Change in fair value of derivative liability
(405,737
)
Derivative Liability Balance as of September 30, 2019
$
44,511
The conversion option in the February 2019 GS note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance based on the following assumptions: annual volatility of
66%
, present value discount rate of
12%
, and a dividend yield of
0%
, and appropriately recorded that value as a derivative liability. At
January 11, 2019
, the derivative liability associated with the GS note was
$101,063
. The fair value of the derivative was greater than the face value at issuance and the difference of
$26,063
was charged to interest expense at issuance. The remaining debt discount of
$75,000
will be charged to interest expense ratably over the life of the note.
The derivative liability assigned to GS from EMA, at February 22, 2019, was
$240,156
(see above).
The conversion option in the August 2019 GS note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance based on the following assumptions: annual volatility of
64%
, present value discount rate of
12%
, and a dividend yield of
0%
, and appropriately recorded that value as a derivative liability. At
August 26, 2019
, the derivative liability associated with the GS note was
$109,029
. The fair value of the derivative was greater than the face value at issuance and the difference of
$44,029
was charged to interest expense at issuance. The remaining debt discount of
$65,000
will be charged to interest expense ratably over the life of the note.
The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. During 2019, Management conducted quarterly fair value assessment of the embedded derivative associated with the notes using the following assumptions: annual volatility range of
35%
and
70%
, present value discount rate of
12%
, and a dividend yield of
0%
. As a result of the fair value assessments, the Company recorded a net gain of
$208,446
for three months ended
September 30, 2019
, and an aggregate net gain of
$405,737
for the nine months ended
September 30, 2019
, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of
$44,511
as of
September 30, 2019
.
NOTE 12. SERIES A PREFERRED STOCK
In June 2013, the Company entered into a Securities Purchase Agreement with an investor to sell an aggregate of
$750,000
shares of Series A Preferred Stock at a price of
$8.00
per share, resulting in gross proceeds of
$6,000,000
. This purchase agreement included warrants to purchase up to
13,125
shares of common stock of the Company. The transfer of cash and securities took place incrementally, the first closing occurring on June 17, 2013 with the transfer of
125,000
shares of Series A Preferred Stock and a warrant to purchase
2,187
shares of common stock for
$1,000,000
. The final closings took place in August 2013, with the transfer of
625,000
shares of Series A Preferred Stock and a warrant to purchase
10,938
shares of common stock for
$5,000,000
.
Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of
8%
per annum when and if declared by the Board of Directors in its sole discretion. The dividends may be paid in cash or in the form of common stock (valued at
10%
below market price, but not to exceed the lowest closing price during the applicable measurement period), at the discretion of the Board of Directors. The dividend rate on the Series A Preferred Stock is indexed to the Company's stock price and subject to adjustment.
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The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds
$232
, as adjusted, for
twenty
consecutive trading days, or by the holder at any time. The Company has the right to redeem the Series A Preferred Stock at a price of
$8.00
per share, plus any accrued and unpaid dividends, plus the make-whole amount (if applicable). At
September 30, 2019
, the preferred shares were not eligible for conversion to common shares at the option of the Company. The holder of the preferred shares may convert to common shares at any time, at no cost, at a ratio of
12,656
preferred shares into 1 common share (subject to standard ratable anti-dilution adjustments). Upon any conversion (whether at the option of the Company or the holder), the holder is entitled to receive any accrued but unpaid dividends.
Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to
$8
per share of Series A Preferred Stock plus any accrued and unpaid dividends.
During the
nine
months ended
September 30, 2019
,
12,656
shares Series A Preferred Stock, plus
$70,527
of accrued dividends were converted into
1
share and
9,795,396
shares of the Company's common stock, respectively. As of
September 30, 2019
, there were
48,100
shares of Series A Preferred Stock outstanding and accrued and unpaid dividends of
$306,771
.
NOTE 13. STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock
At
September 30, 2019
, the Company had
20
billion shares of common stock,
$0.0001
par value, authorized for issuance. Each share of common stock has the right to
one
vote. As of
September 30, 2019
, the Company had
2,856,539,850
shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock through
September 30, 2019
.
Preferred Stock
At
September 30, 2019
, the Company had
25,000,000
shares of preferred stock,
$0.0001
par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors.
The following table summarizes the designations, shares authorized, and shares outstanding for the Company's Preferred Stock:
Preferred Stock Series Designation
Shares Authorized
Shares Outstanding
Series A
750,000
48,100
Series B-1
2,000
—
Series B-2
1,000
—
Series C
1,000
—
Series D
3,000
—
Series D-1
2,500
—
Series E
2,800
—
Series F
7,000
—
Series G
2,000
—
Series H
2,500
—
Series I
1,000
—
Series J
1,350
—
Series J-1
1,000
—
Series K
20,000
—
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ASCENT SOLAR TECHNOLOGIES, INC.
Series A Preferred Stock
Refer to Note 12 for Series A Preferred Stock activity.
Series B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, and K Preferred Stock
There were no transactions involving the Series B-1, B-2, C, D, D-1, H, I, J, J-1, or K during the
nine
months ended
September 30, 2019
.
NOTE 14. EQUITY PLANS AND SHARE-BASED COMPENSATION
Share-Based Compensation:
The Company measures share-based compensation cost at the grant date based on the fair value of the award and recognizes this cost as an expense over the grant recipients’ requisite service periods for all awards made to employees, officers, directors and consultants.
The share-based compensation expense recognized in the Consolidated Statements of Operations was as follows:
For nine months ended September 30,
For nine months ended September 30,
2019
2018
Research and development
$
—
$
642
Selling, general and administrative
$
20,750
$
24,180
Total share-based compensation cost
$
20,750
$
24,822
Stock Options:
The Company recognized share-based compensation expense for stock options of
$20,750
to officers, directors and employees for the nine months ended
September 30, 2019
related to stock option awards, reduced for estimated forfeitures; there was no expense recorded for the three months ended September 30, 2019. There were no option grants during the
nine
months ended
September 30, 2019
or
September 30, 2018
.
As of
September 30, 2019
, there were no unvested stock options. As of
September 30, 2019
,
97
shares were vested and
120
shares remained available for future grants under the Option Plan.
The following table summarizes stock option activity within the Stock Option Plan
Stock
Option
Shares
Weighted
Average
Remaining
Contractual
Life in Years
Outstanding at December 31, 2017
195
7.32
Granted
—
Exercised
—
Canceled
(85
)
Outstanding at December 31, 2018
110
5.18
Granted
—
Exercised
—
Canceled
(13
)
Outstanding at September 30, 2019
97
4.94
Exercisable at September 30, 2019
97
4.94
Restricted Stock:
The Company did not recognized share-based compensation expense related to restricted stock grants for the
nine
months ended
September 30, 2019
or for the year ended
December 31, 2018
. There were no restricted stock grants for the periods ended
September 30, 2019
and
December 31, 2018
.
As of
September 30, 2019
, there was no unrecognized share-based compensation expense from unvested restricted stock, no shares were expected to vest in the future, and
496
shares remained available for future grants under the Restricted Stock Plan.
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NOTE 15. SUBSEQUENT EVENTS
Offering of Convertible Note (Note 11)
On October 22, 2019, the Company entered into a securities exchange agreement with Bellridge Capital. Pursuant to the terms of the exchange agreement, Bellridge agreed to surrender outstanding promissory notes, with an aggregate balance of
$277,342
including principal and interest. In exchange, the Company issued an unsecured convertible note to Bellridge with a principal amount of
$450,000
.
This note bears interest at a rate of
10%
per annum, matures on October 22, 2020, and contains standard and customary events of default. In the event of default, the interest rate increased to
18%
per annum. All principal and interest is due upon maturity.
At any time following the issuance of this note, Bellridge has the right, until the note is paid in full, to convert any outstanding and unpaid principal and interest into shares of the Company's common stock at a variable conversion price equal to the lesser of (i) a price equal to
$0.0005
, or (ii)
70%
of the lowest closing bid price for shares over the prior
five
trading days.
Conversions of Convertible Notes (Note 11)
Subsequent to the date of this report, an additional
$24,000
in principal for St. George was converted into
240,000,000
shares of common stock.
Subsequent to the date of this report, an additional
$16,900
in principal, plus accrued interest and deposit fees, for BayBridge was converted into
175,047,423
shares of common stock.
Subsequent to the date of this report, an additional
$267,000
in principal, plus accrued interest, for Bellridge was converted into
464,037,300
shares of common stock.
Subsequent to the date of this report, an additional
$10,400
in principal, plus accrued interest and deposit fees, for Power Up was converted into
160,000,000
shares of common stock.
Subsequent to the date of this report,
$11,350
in principal, plus accrued interest, for GS Capital was converted into
120,697,800
shares of common stock.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes to those financial statements appearing elsewhere in this Form 10-Q. This discussion and analysis contains statements of a forward-looking nature relating to future events or our future financial performance. As a result of many factors, our actual results may differ materially from those anticipated in these forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Overview
We are a company formed to commercialize flexible PV modules using our proprietary technology. For the nine months ended
September 30, 2019
, we generated
$628,124
of revenue. Our revenue of
$628,124
from product sales accounted for
100%
of total revenue, we did not have any revenue generated from government research and development contracts during the three months ended
September 30, 2019
. As of
September 30, 2019
, we had an accumulated deficit of approximately
$420
million.
In January 2017, Ascent was awarded a contract to supply high-voltage SuperLight thin-film CIGS PV blankets. These 50W, fully laminated, flexible blankets were manufactured using a new process that was optimized for high performance in near-space conditions at elevated temperatures, and are custom designed for easy modular integration into series and parallel configurations to achieve the desired voltage and current required for such application.
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During the third quarter of 2017, Ascent Solar was selected by Energizer to develop and supply solar panels for their PowerKeep line of solar products, and in November 2017, Ascent introduced the next generation of our USB-based portable power systems with the XD™ series. The first product introduced was the XD-12 which, like previous products, is a folding, lightweight, easily stowable, PV system with USB power regulation. Unique to this generation of PV portable power is more PV power (12 Watts) and a 2.0 Amp smart USB output to enable the XD-12 to charge most smartphones, tablets, and USB-enabled devices as fast as a wall outlet. The enhanced smart USB circuit works with the device to be charged so that the device can determine the maximum power it is able to receive from the XD-12, and ensures the best possible charging performance directly from the sun.
Also in 2017, for a space customer, Ascent manufactured a new micro-module, approximately 12.8mm x 50mm (0.5in x 2.0in) in size that is ideal for both laboratory-scale environmental testing, and for subsequent integration into flight experiments.
In February 2018, the Company introduced the second product in our XD series. Delivering up to 48 Watts of solar power, the durable and compact Ascent XD-48 Solar Charger is the ideal solution for charging many portable electronics and off-grid power systems. The XD-48’s versatility allows it to charge both military and consumer electronics directly from the sun wherever needed. Like the XD-12, the XD-48 has a compact and portable design, and its rugged, weather-resistant construction withstands shocks, drops, damage and even minor punctures to power through the harshest conditions.
In March 2018, Ascent successfully shipped to a European based customer for a lighter-than-air, helium-filled airship project based on our newly developed ultra-light modules with substrate material than half of the thickness of our standard modules.
We continue to design and manufacture PV integrated consumer electronics as well as portable power applications for commercial and military users. Due to the high durability enabled by the monolithic integration employed by our technology, the capability to customize modules into different form factors and the industry leading light weight and flexibility provided by our modules, we believe that the potential applications for our products are numerous.
Commercialization and Manufacturing Strategy
We manufacture our products by affixing a thin CIGS layer to a flexible, plastic substrate using a large format, roll-to-roll process that permits us to fabricate our flexible PV modules in an integrated sequential operation. We use proprietary monolithic integration techniques which enable us to form complete PV modules with little to no costly back end assembly of inter cell connections. Traditional PV manufacturers assemble PV modules by bonding or soldering discrete PV cells together. This manufacturing step typically increases manufacturing costs and at times proves detrimental to the overall yield and reliability of the finished product. By reducing or eliminating this added step using our proprietary monolithic integration techniques, we believe we can achieve cost savings in, and increase the reliability of, our PV modules. All tooling necessary for us to meet our near term production requirements is installed in our Thornton, Colorado plant. In 2012, we further revised our strategy to focus on applications for emerging and high-value specialty PV markets, including off grid, aerospace, military and defense and consumer oriented products.
We plan to continue the development of our current PV technology to increase module efficiency, improve our manufacturing tooling and process capabilities and reduce manufacturing costs. We also plan to continue to take advantage of research and development contracts to fund a portion of this development.
Significant Trends, Uncertainties and Challenges
We believe the significant trends, uncertainties and challenges that directly or indirectly affect our financial performance and results of operations include:
•
Our ability to generate customer acceptance of and demand for our products;
•
Successful ramping up of commercial production on the equipment installed;
•
Our products are successfully and timely certified for use in our target markets;
•
Successful operating of production tools to achieve the efficiencies, throughput and yield necessary to reach our cost targets;
•
The products we design are saleable at a price sufficient to generate profits;
•
Our ability to raise sufficient capital to enable us to reach a level of sales sufficient to achieve profitability on terms favorable to us;
•
Effective management of the planned ramp up of our domestic and international operations;
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•
Our ability to successfully develop and maintain strategic relationships with key partners, including OEMs, system integrators, distributors, retailers and e-commerce companies, who deal directly with end users in our target markets;
•
Our ability to maintain the listing of our common stock on the OTCBB Market;
•
Our ability to implement remediation measures to address material weaknesses in internal control;
•
Our ability to achieve projected operational performance and cost metrics;
•
Our ability to enter into commercially viable licensing, joint venture, or other commercial arrangements; and
•
Availability of raw materials.
Basis of Presentation:
The accompanying condensed consolidated financial statements (unaudited) have been derived from the accounting records of Ascent Solar Technologies, Inc., Ascent Solar (Asia) Pte. Ltd., and Ascent Solar (Shenzhen) Co., Ltd. (collectively, "the Company") as of
September 30, 2019
and
September 30, 2018
, and the results of operations for the three and nine months ended
September 30, 2019
and
2018
. Ascent Solar (Shenzhen) Co., Ltd. is wholly owned by Ascent Solar (Asia) Pte. Ltd., which is wholly owned by Ascent Solar Technologies, Inc. All significant inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements.
Critical Accounting Policies and Estimates
Critical accounting policies used in reporting our financial results are reviewed by management on a regular basis. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Processes used to develop these estimates are evaluated on an ongoing basis. Estimates are based on historical experience and various other assumptions that are believed to be reasonable for making judgments about the carrying value of assets and liabilities. Actual results may differ as outcomes from assumptions may change.
The Company’s significant accounting policies were described in Note 3 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2018
. There have been no significant changes to our accounting policies as of
September 30, 2019
.
Results of Operations
Comparison of the Three Months Ended September 30, 2019 and 2018
Revenues.
Our revenues were
$338,373
for the
three months ended
September 30, 2019
compared to
$32,001
for the
three months ended
September 30, 2018
, an increase of
$306,372
, due to a larger product order during the third quarter of 2019.
Cost of revenues.
Our Cost of revenues for the
three months ended
September 30, 2019
was
$74,271
compared to zero for the
three months ended
September 30, 2018
, an increase of
$74,271
. The increase in cost of revenues is mainly due to not having any production for the
three months ended
September 30, 2018
compared to
2019
. Cost of revenues for the
three months ended
September 30, 2019
is comprised materials and freight of
$1,899
, direct labor of
$927
, and overhead of
$114,002
, offset by inventory reserves of
$42,557
. Management believes our factory is currently significantly under-utilized, and a substantial increase in revenue would result in marginal increases to Direct Labor and Overhead included in the Cost of revenues. As such management’s focus going forward is to improve gross margin through increased sales and improved utilization of our factory. We are currently pursuing high-value PV markets.
Research, development and manufacturing operations.
Research, development and manufacturing operations costs were
$460,775
for the
three months ended
September 30, 2019
, compared to
$516,782
for the
three months ended
September 30, 2018
, a decrease of
$56,007
. Research, development and manufacturing operations costs include costs incurred for product development, pre-production and production activities in our manufacturing facility. Research, development and manufacturing operations costs also include costs related to technology development and governmental contracts. The following factors contributed to the decrease in research, development, and manufacturing operations expenses during the
three months ended
September 30, 2019
:
1.
Personnel and facility related expenses decreased
$39,246
, as compared to the same time period of
2018
. The decrease in personnel and facility related costs was primarily due to a reduction in headcount and the use of contractors.
2.
Materials and equipment related expenses, decreased
$16,761
, as compared to the same time period of
2018
. The decrease was due to a decrease in production of research and development products.
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Selling,
general and administrative.
Selling, general and administrative expenses were
$633,566
for the
three months ended
September 30, 2019
, compared to
$607,784
for the
three months ended
September 30, 2018
, a decrease of
$25,782
. The following factors contributed to the decrease in selling, general, and administrative expenses during the
three months ended
September 30, 2019
:
1.
Personnel and facility related costs increased
$38,270
during the
three months ended
September 30, 2019
, as compared to the the
three months ended
September 30, 2018
. The overall increase in personnel related costs was primarily due to the increased use of consultants and contractors for the the
three months ended
September 30, 2019
, as compared to the the
three months ended
September 30, 2018
, offset by a reduction in headcount during the same period.
2.
Marketing and related expenses decreased
$1,768
during the
three months ended
September 30, 2019
, as compared to the
three months ended
September 30, 2018
. The decrease in Marketing and related expenses is due to reduced marketing, advertising, and promotional activities during the the
three months ended
September 30, 2019
, compared to the same time period of 2018, which is the direct result of reducing our marketing budget to focus more on the development of our PV.
3.
Legal expenses decreased
$8,797
during the
three months ended
September 30, 2019
, as compared to the
three months ended
September 30, 2018
. The primary reasons for the decrease is due to decreased general legal expenses related to financing efforts as compared to the
three months ended
September 30, 2018
and decreases in legal expenses related to our patent activity as compared to the same period of
2018
.
4.
Public company expenses increased
$4,878
during the
three months ended
September 30, 2019
, as compared to the the
three months ended
September 30, 2018
. This increase is primarily due to accrued fees for the Company's board of directors, offset by the costs related to the reverse split which occurred during the
three months ended
September 30, 2018
.
5.
Bad debt expenses decreased approximately
$6,801
during the
three months ended
September 30, 2019
, as compared to the
three months ended
September 30, 2018
.
Other Income/Expense, net.
Other net expense was
$391,012
for the
three months ended
September 30, 2019
, compared to other net income of
$1,567,163
for the the
three months ended
September 30, 2018
, a decrease of approximately
$1,958,175
. The following factors contributed to the increase in other expense, net, during the
three months ended
September 30, 2019
:
1.
During the
three months ended
September 30, 2019
, the Company disposed of certain manufacturing assets and recognized a gain of
$6,000
in Other income compared to a gain of
$13,144
for the
three months ended
September 30, 2018
, a reduction of
$7,144
.
2.
Interest expense increased approximately
$177,178
, as compared to the
three months ended
September 30, 2018
. The increase is primarily due to a increase of non-cash interest expense related to convertible debt and promissory notes.
3.
Gains and losses on change in fair value of derivatives and on extinguishment of liabilities, was a net gain of
$1,510,883
for the
three months ended
September 30, 2019
, as compared to a net gain of
$3,284,736
for the
three months ended
September 30, 2018
. The change of
$1,773,853
in this non-cash item is attributable to a net gain of
$1,518,008
on the change in fair value of our embedded derivative instruments during the
three months ended
September 30, 2019
, compared to
$3,858,483
in
2018
, offset by a net loss from extinguishment of liabilities of
$7,125
, related to conversions and redemptions of certain convertible notes and preferred stock, for the
three months ended
September 30, 2019
, as compared to a net loss of
$573,747
for
three months ended
September 30, 2018
.
Net Loss.
Our Net Loss was
$1,279,405
for the
three months ended
September 30, 2019
, compared to a Net Income of
$383,494
for the
three months ended
September 30, 2018
.
The increase in Net Loss of
$1,662,899
for the
three months ended
September 30, 2019
can be summarized in variances in significant account activity as follows:
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Table of Contents
Decrease (Increase) in Net Loss
For the Three Months Ended
September 30, 2019
Compared to the Three Months Ended
September 30, 2018
Revenues
$
306,372
Cost of Revenue
(74,271
)
Research, development and manufacturing operations
Materials and Equipment Related Expenses
16,761
Personnel and Facility Related Expenses
39,246
Selling, general and administrative expenses
Personnel, Administrative, and Facility Related Expenses
(38,270
)
Marketing Related Expenses
1,768
Legal Expenses
8,797
Public Company Costs
(4,878
)
Bad Debt Expense
6,801
Depreciation and Amortization Expense
32,950
Other Income/Expense
Interest Expense
(7,144
)
Other Income/Expense
(177,178
)
Non-Cash Change in Fair Value of Derivative Liabilities and Gain/Loss on Extinguishment of Liabilities, net
(1,773,853
)
Increase to Net Loss
$
(1,662,899
)
Comparison of the Nine Months Ended September 30, 2019 and 2018
Revenues.
Our revenues were
$628,124
for the
nine months ended
September 30, 2019
compared to
$512,473
for the
nine months ended
September 30, 2018
, an increase of
$115,651
, due to a larger product order during the third quarter of 2019.
Cost of revenues.
Our Cost of revenues for the
nine months ended
September 30, 2019
was
$282,825
compared to
$503,609
for the
nine months ended
September 30, 2018
, a decrease of
$220,784
. The decrease in cost of revenues is mainly due to the decrease in materials and labor costs as a result of a decrease in production for the
nine months ended
September 30, 2019
compared to
2018
. Cost of revenues for the
nine months ended
September 30, 2019
is comprised of materials and freight of
$41,715
, direct labor of
$1,929
, and overhead of
$301,617
, offset by inventory reserves of
$62,436
. Management believes our factory is currently significantly under-utilized, and a substantial increase in revenue would result in marginal increases to Direct Labor and Overhead included in the Cost of revenues. As such management’s focus going forward is to improve gross margin through increased sales and improved utilization of our factory. We are currently pursuing high-value PV markets.
Research, development and manufacturing operations.
Research, development and manufacturing operations costs were
$1,078,842
for the
nine months ended
September 30, 2019
, compared to
$2,389,863
for the
nine months ended
September 30, 2018
, a decrease of
$1,311,021
. Research, development and manufacturing operations costs include costs incurred for product development, pre-production and production activities in our manufacturing facility. Research, development and manufacturing operations costs also include costs related to technology development and governmental contracts. The following factors contributed to the decrease in research, development, and manufacturing operations expenses during the
nine months ended
September 30, 2019
:
1.
Personnel and facility related expenses decreased
$1,237,527
, as compared to the same time period of
2018
. The decrease in personnel and facility related costs was primarily due to a reduction in headcount and the use of contractors.
2.
Materials and equipment related expenses, decreased
$73,494
, as compared to the same time period of
2018
. The decrease was due to a decrease in production of research and development products.
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Selling,
general and administrative.
Selling, general and administrative expenses were
$1,545,852
for the
nine months ended
September 30, 2019
, compared to
$2,243,925
for the
nine months ended
September 30, 2018
, a decrease of
$698,073
. The following factors contributed to the decrease in selling, general, and administrative expenses during the
nine months ended
September 30, 2019
:
1.
Personnel and facility related costs decreased
$604,397
during the
nine months ended
September 30, 2019
, as compared to the the
nine months ended
September 30, 2018
. The overall decrease in personnel related costs was primarily due a lower headcount for the the
nine months ended
September 30, 2019
, as compared to the the
nine months ended
September 30, 2018
as well as the decreased use of consultants and contractors during the same period.
2.
Marketing and related expenses decreased
$22,145
during the
nine months ended
September 30, 2019
, as compared to the
nine months ended
September 30, 2018
. The decrease in Marketing and related expenses is due to reduced marketing, advertising, and promotional activities during the the
nine months ended
September 30, 2019
, compared to the same time period of
2018
, which is the direct result of reducing our marketing budget to focus more on the development of our PV.
3.
Legal expenses decreased
$165,483
during the
nine months ended
September 30, 2019
, as compared to the the
nine months ended
September 30, 2018
. The primary reasons for the decrease is due to decreased general legal expenses related to financing efforts as compared to the the
nine months ended
September 30, 2018
and decreases in legal expenses related to our patent activity as compared to the same period of
2018
.
4.
Public company expenses increased
$63,832
during the
nine months ended
September 30, 2019
, as compared to the the
nine months ended
September 30, 2018
. This increase is primarily due to accrued fees for the Company's board of directors, offset by the timing of the annual meeting in
2019
, and the costs of the reverse stock split in
2018
.
5.
Bad debt and settlement expenses increased
$30,120
during the
nine months ended
September 30, 2019
, as compared to the
nine months ended
September 30, 2018
. During
2018
we recorded payments and settlements against existing reserves. We did not have settlement expenses during
2019
.
Other Income/Expense, net.
Other net income was
$532,208
for the
nine months ended
September 30, 2019
, compared to a other net expense of
$2,666,245
for the the
nine months ended
September 30, 2018
, an improvement of
$3,198,453
. The following factors contributed to the increase in other income, net during the
nine months ended
September 30, 2019
:
1.
During the
nine months ended
September 30, 2019
, the Company disposed of certain manufacturing assets and recognized a gain of
$842,500
in Other income, compared to a gain of
$13,144
in
2018
, an increase of
$829,356
.
2.
Interest expense increased
$1,461,081
, as compared to the
nine months ended
September 30, 2018
. The increase is primarily due to an increase of non-cash interest expense related to convertible debt and promissory notes.
3.
Gains and losses on change in fair value of derivatives and on extinguishment of liabilities, was a net gain of
$6,430,048
for the
nine months ended
September 30, 2019
, as compared to a net gain of
$2,599,870
for the
nine months ended
September 30, 2018
. The change of
$3,830,178
in this non-cash item is attributable to a net gain of
$6,124,139
on the change in fair value of our embedded derivative instruments during the
nine months ended
September 30, 2019
, compared to a net gain
$4,532,147
in
2018
, and by an increase in the gain from extinguishment of liabilities of
$2,238,186
, related to conversions and redemptions of certain convertible notes and preferred stock, for the
nine months ended
September 30, 2019
, as compared to the the
nine months ended
September 30, 2018
.
Net Loss.
Our Net Loss was
$1,932,350
for the
nine months ended
September 30, 2019
, compared to a Net Loss of
$7,580,493
for the
nine months ended
September 30, 2018
.
The decrease of
$5,648,143
in Net Loss for the
nine months ended
September 30, 2019
can be summarized in variances in significant account activity as follows:
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Decrease (Increase) in Net Loss
For the Nine Months Ended
September 30, 2019
Compared to the Nine Months Ended
September 30, 2018
Revenues
$
115,651
Cost of Revenue
220,784
Research, development and manufacturing operations
Materials and Equipment Related Expenses
73,494
Personnel and Facility Related Expenses
1,237,527
Selling, general and administrative expenses
Personnel, Administrative, and Facility Related Expenses
604,397
Marketing Related Expenses
22,145
Legal Expenses
165,483
Public Company Costs
(63,832
)
Bad Debt Expense
(30,120
)
Depreciation and Amortization Expense
104,161
Other Income/Expense
Interest Expense
(1,461,081
)
Other Income/Expense
829,356
Non-Cash Change in Fair Value of Derivative Liabilities and (Gain)/Loss on Extinguishment of Liabilities, net
3,830,178
Decrease in Net Loss
$
5,648,143
Liquidity and Capital Resources
The Company has continued limited PV production at its manufacturing facility. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented its product strategy. During the
nine months ended
September 30, 2019
the Company used
$2,565,168
in cash for operations.
The Company's primary significant long term cash obligation consists of a note payable of
$5,917,315
to a financial institution secured by a mortgage on its headquarters and manufacturing building in Thornton, Colorado. The note is currently in default and the entire outstanding balance is classified as a current liability.
The Company is currently marketing it's Thornton, Colorado property to prospective buyers.
Additional projected product revenues are not anticipated to result in a positive cash flow position for the year 2019 overall and, as of
September 30, 2019
, the Company has negative working capital. As such, cash liquidity sufficient for the next twelve months will require additional financing.
The Company continues to accelerate sales and marketing efforts related to its consumer and military solar products and specialty PV application strategies through expansion of its sales and distribution channels. The Company has begun activities related to securing additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations.
As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. The Company has scaled down its operations, due to cash flow issues, and does not expect to ramp up until significant financing is obtained.
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Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Statements of Cash Flows Comparison of the Nine Months Ended
September 30, 2019
and
2018
For the
nine months ended
September 30, 2019
, our cash used in operations was
$2,565,168
compared to
$3,043,397
for the
nine months ended
September 30, 2018
, a decrease of
$478,229
. The decrease is primarily the result of reduced operations during the current year. For the
nine months ended
September 30, 2019
, cash used in investing activities was
$826,746
compared to
$4,295
for the
nine months ended
September 30, 2018
. This decrease was the result of reduced spending on patents. During the
nine months ended
September 30, 2019
, negative operating cash flows of
$2,565,168
million were funded through
$1,762,268
million in new debt issuances, offset by payment of financing costs of
$7,500
.
Off Balance Sheet Transactions
As of
September 30, 2019
, we did not have any off balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Exchange Risk
We hold no significant funds and have no future obligations denominated in foreign currencies as of
September 30, 2019
.
Although our reporting currency is the U.S. Dollar, we may conduct business and incur costs in the local currencies of other countries in which we may operate, make sales and buy materials. As a result, we are subject to currency translation risk. Further, changes in exchange rates between foreign currencies and the U.S. Dollar could affect our future net sales and cost of sales and could result in exchange losses.
Interest Rate Risk
Our exposure to market risks for changes in interest rates relates primarily to our cash equivalents and investment portfolio. As of
September 30, 2019
, our cash equivalents consisted only of operating accounts held with financial institutions. From time to time, we hold restricted funds, money market funds, investments in U.S. government securities and high quality corporate securities. The primary objective of our investment activities is to preserve principal and provide liquidity on demand, while at the same time maximizing the income we receive from our investments without significantly increasing risk. The direct risk to us associated with fluctuating interest rates is limited to our investment portfolio, and we do not believe a change in interest rates will have a significant impact on our financial position, results of operations, or cash flows.
Credit Risk
From time to time, we hold certain financial and derivative instruments that potentially subject us to credit risk. These consist primarily of cash, cash equivalents, restricted cash, investments, and forward foreign currency option contracts. We are exposed to credit losses in the event of nonperformance by the counter parties to our financial and derivative instruments. We place cash, cash equivalents, investments and forward foreign currency option contracts with various high quality financial institutions, and exposure is limited at any one institution. We continuously evaluate the credit standing of our counter party financial institutions.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures. Our management conducted an evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the
37
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Exchange Act as of
September 30, 2019
. Based on this evaluation, our management concluded the design and operation of our disclosure controls and procedures were not effective as of
September 30, 2019
.
Management’s Report on Internal Control over Financial Reporting
Our management 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 Exchange Act. Our system of internal control over financial reporting is 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 ("GAAP") in the United States of America and includes those policies and procedures that:
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
•
provide reasonable assurance transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Under the supervision of the Audit Committee of the Board of Directors and with the participation of our management, including our Chief Executive Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, our management concluded our internal controls over financial reporting were not effective as of
September 30, 2019
. Our management reviewed the results of its assessment with the Audit Committee.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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 the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Material Weakness
Based on our assessment and the criteria used, management concluded that our internal control over financial reporting as of
September 30, 2019
was not effective due to the material weaknesses described as follows:
•
The Company was understaffed and did not have sufficiently trained resources with the technical expertise to ensure that all company transactions were accounted for in accordance with GAAP. This deficiency arose primarily from staff turnover and the inability of the Company to devote sufficient replacement resources in a timely manner, as a result of the Company's financial situation
As a consequence, the Company did not have effective process level control activities over the following:
•
Accounting for the Company's inventory and cost of revenue was lacking for the preparation of the
September 30, 2019
financial statements. Miscalculations in these areas could impact the Company's current assets, revenues, operating results, and cash flows.
The control deficiencies described above created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.
Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting
The Company plans to executed the following steps in 2019 to remediate the aforementioned material weaknesses in its internal control over financial reporting:
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•
The Company plans to engage a resource, either as internal staff or an external contractor, with the technical expertise to track and report on inventory transactions and cost of revenue calculations.
•
The Company will design and implement additional procedures in order to assure that the resource mentioned above and other audit/accounting personnel are more involved with the Company’s inventory activities and cost of revenue allocations to monitor and earlier identify accounting issues that may be raised by the Company’s ongoing activities.
Changes in Internal Control Over Financial Reporting
Except for the identification and mitigation of the material weaknesses noted above, there were no other changes in internal control over financial reporting during the year ended
September 30, 2019
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In May 2019, a vendor filed suit against the Company in District Court in Adams County Colorado in an effort to collect approximately $1.2 million of unpaid fees (and related interest charges). The matter is currently pending. The unpaid amounts are reflected in the Company's financial statements.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in the updated risk factors in our Annual Report on Form 10-K filed on April 19, 2019, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K filed on April 19, 2019 are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not required.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
The exhibits listed on the accompanying Index to Exhibits on this Form 10-Q are filed or incorporated into this Form 10-Q by reference.
EXHIBIT INDEX
Exhibit No.
Description
10.1
Non-Convertible Promissory Note Dated July 8, 2019 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed July 12, 2019)
10.2
Exchange Agreement Dated August 22, 2019 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed August 28, 2019)
10.3
Convertible Exchange Promissory Note Dated August 22, 2019 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed August 28, 2019)
10.4
Non-Convertible Promissory Note Dated August 22, 2019 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed August 28, 2019)
10.5
Securities Purchase Agreement Dated August 26, 2019 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed August 30, 2019)
10.6
Convertible Promissory Note Dated August 26, 2019 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed August 30, 2019)
10.7
Non-Convertible Promissory Note Dated September 9, 2019 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 13, 2019)
10.8
Exchange Agreement Dated October 22, 2019 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed November 12, 2019)
10.9
Convertible Exchange Promissory Note Note Dated October 22, 2019 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed November 12, 2019)
31.1*
Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
*
Filed herewith
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ASCENT SOLAR TECHNOLOGIES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the
9th day of December, 2019
.
ASCENT SOLAR TECHNOLOGIES, INC.
By:
/
S
/ VICTOR LEE
Lee Kong Hian (aka Victor Lee)
President and Chief Executive Officer
(Principal Executive Officer, Principal Financial Officer, Chief Accounting Officer, and Authorized Signatory)
41