Filed
Pursuant to Rule 424(b)(4)
Registration
File Nos. 333-226040
333-230892
ENVISION
SOLAR INTERNATIONAL, INC.
2,000,000
Units
Each
Unit Consisting of
One
Share
of Common Stock (par value $0.001)
and
One
Warrant to Purchase One Share of Common Stock
This is a
firm commitment public offering of 2,000,000 Units at an offering price of $6.00 per unit, each Unit consisting
of one share of common stock, $0.001 par value per share, and one warrant to purchase one share of common stock, of Envision Solar
International, Inc., a Nevada corporation. Each warrant is immediately exercisable for one share of common stock at an exercise
price of $6.30 per share (or 105% of the price of each share of common stock sold in the offering) and will expire five
years from the date of issuance. The Units will not be certificated and the shares of common stock and the warrants comprising
such Units are immediately separable and will be issued separately in this offering.
Our
common stock was traded on the OTC-QB Market, operated by OTC Markets Group, under the symbol “EVSI.” As of April
16, our common stock and warrants are listed on The NASDAQ Capital Market under the symbols “EVSI” and
“EVSIW”, respectively. On April 15, 2019, the last reported sales price for our common stock as quoted on the
OTC-QB Market was $0.17 per share ($8.50 on a post reverse split basis). Quotes of stock trading prices on an
over-the-counter marketplace may not be indicative of the market price on a national securities exchange.
The
share and per share information in this prospectus reflects, other than in our Financial Statements and the Notes thereto, a
reverse stock split of the authorized and outstanding common stock of 1-for-50 which became effective on April 15, 2019.
In
reviewing this prospectus, you should carefully consider the matters described in the section titled “
Risk Factors
”
beginning on page 18 of this prospectus. INVESTORS SHOULD ONLY CONSIDER AN INVESTMENT IN THESE SECURITIES IF THEY CAN AFFORD THE
LOSS OF THEIR ENTIRE INVESTMENT.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Per
Unit
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Total
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Public
offering price
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$6.00
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$12,000,000
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Underwriting
discounts and commissions (1)
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$0.442
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$884,000
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Proceeds
to us before offering expenses (2)
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$5.558
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$11,116,000
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(1)
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Does
not reflect additional compensation to the underwriters in the form of warrants to purchase up to 115,000 shares of common
stock (assuming the over-allotment option is fully exercised) at an exercise price equal to 110% of the public offering
price. We have also agreed to reimburse the underwriters for certain expenses. See “
Underwriting
”
on page 115 of this prospectus for a description of these arrangements.
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(2)
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The total expenses of this offering will be approximately $507,934.
Assumes no exercise of the over-allotment option we have granted to the Underwriters as described below.
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We
have granted the underwriters a 45-day option to purchase up to 300,000 additional shares of common stock and/or 300,000
warrants.
The underwriters
expect to deliver our shares and warrants to purchasers in the offering on or about April 18, 2019.
Sole Book-Running
Manager
Maxim Group LLC
Co-Manager
Joseph Gunnar
& Co.
The date of this prospectus is April 17,
2019.
TABLE
OF CONTENTS
You
should rely only on information contained in this prospectus or in any free writing prospectus we may authorize to be delivered
or made available to you. We have not, and the underwriters have not, authorized anyone to provide you with additional information
or information different from that contained in this prospectus or in any free writing prospectus. Neither the delivery of this
prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus
is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation
of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other
jurisdiction where the offer is not permitted.
The
information in this prospectus is accurate only as of the date on the front cover of this prospectus and the information in any
free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of that free
writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.
No
person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities
offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus.
If any other information or representation is given or made, such information or representation may not be relied upon as having
been authorized by us.
Through
and including May 12, 2019 (the 25th day after the date of this prospectus), all dealers effecting transactions in these
securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s
obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.
Neither
we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus
in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself
about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.
CAUTIONARY STATEMENT
CONCERNING FORWARD LOOKING STATEMENTS
Some of the statements
in this prospectus and in the documents incorporated herein by reference contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events or our future financial
performance and involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our ability
to control or predict and that may cause 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 forward-looking statements. In
some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,”
“expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology.
Forward-looking
statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which
we might not even anticipate. Although we believe that the expectations reflected in such forward-looking statements are based
upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Actual events
or results may differ materially. Readers are cautioned not to place undue reliance on forward-looking statements. We have no
duty to update or revise any forward-looking statements after the date of this prospectus or to conform them to actual results,
new information, future events or otherwise.
The following factors,
among others, could cause our and our industry’s future results to differ materially from historical results or those anticipated:
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adverse
economic conditions;
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potential
fluctuation in quarterly results;
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volatility
or decline of our stock price;
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the
possibility we may be unable to manage our growth;
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loss
of members of our senior management;
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regulatory
interpretations and changes;
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our
failure to earn revenues or profits;
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inadequate
capital and barriers to raising capital or to obtaining the financing needed to implement our business plans;
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changes
in demand for our products and services;
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rapid
and significant changes in technology and markets;
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litigation
with or legal claims and allegations by outside parties; and
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insufficient
revenues to cover operating costs.
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Although we believe
that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness
of these forward-looking statements.
You should read
these risk factors and the other cautionary statements made in this prospectus as being applicable to all related forward-looking
statements wherever they appear in this prospectus. If one or more of these factors materialize, or if any underlying assumptions
prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements
expressed or implied by these forward-looking statements. We undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law.
PROSPECTUS SUMMARY
This summary
highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you
should read the entire prospectus carefully, including the risk factors and the financial statements. References in this prospectus
to “we,” “us,” “our,” “Envision,” and “Company” refer to Envision
Solar International, Inc. You should read both this prospectus and any prospectus supplement together with additional information
described below under the heading “Where You Can Find More Information.”
Company Overview
Envision
Solar International, Inc., a Nevada corporation (hereinafter the “Company,” “us,” “we,” “our”
or “Envision”) is a sustainable technology innovation company based in San Diego, California.
Focusing
on what we refer to as “Solar 3.0,” we invent, design, engineer, manufacture and sell solar powered products that
enable vital and highly valuable services in locations where it is either too expensive or too impactful to connect to the utility
grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable. When
competing with utilities or typical solar companies, we rely on our products’ ease of deployment, reliability, accessibility,
and total cost of ownership, rather than producing the cheapest kilowatt hour with the help of subsidies.
Envision’s
solar powered products and proprietary technology solutions target three markets that are experiencing significant growth with
annual global spending in the billions of dollars:
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electric
vehicle charging infrastructure;
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out
of home advertising platforms; and
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energy
security and disaster preparedness.
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The Company focuses
on creating renewably energized, high-quality products for electric vehicle (“EV”) charging, outdoor media and branding,
and energy security that are rapidly deployable and attractively designed.
We believe that
there is a clear need for a rapidly deployable and highly scalable EV charging infrastructure, and that our EV ARC™ and
Solar Tree® products fulfill that requirement. We are agnostic as to the EV charging service equipment (“EVSE”)
and integrate best of breed solutions based upon our customer’s requirements. For example, our EV ARC™ and Solar Tree®
products have been deployed with Chargepoint, Blink, Juice Box, Bosch, AeroVironment and other high quality EV charging solutions.
We can make recommendations to customers or we can comply with their specifications and/or existing charger networks. EV ARC™
and Solar Tree® products replace the infrastructure required to support EV chargers, not the chargers themselves. We do not
sell EV charging, rather we sell products which enable it.
We believe our
chief differentiators are:
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our
ability to invent, design, engineer, and manufacture solar powered products which dramatically reduce the cost, time and complexity
of the installation and operation of EV charging infrastructure and outdoor media platforms when compared to traditional,
utility grid tied alternatives;
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our
products’ capability to operate during grid outages and to provide a source of emergency power rather than becoming
inoperable during times of grid interruptions; and
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our
ability to create new, marketable and patentable inventions which are a complex integration of our own proprietary technology
and parts, and other commonly available engineered components, creating further barriers to entry for our competition.
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The resulting products
are built to have what we believe is the longest life expectancy in the industry while also delivering valuable amenities and
potentially highly attractive revenue opportunities for our customers. Envision’s products are designed to deliver multiple
layers of value such as: environmental impact free renewably energized EV charging; media, branding, and advertising platforms;
sustainable and secure energy production; reduced carbon footprint; high visibility "green halo" branding; reduction
of net operating costs through reduced utility bills; revenue creation opportunities through sales of digital out of home (“DOOH”)
media; and sponsorship and naming rights. The Company sells its products to customers with requirements in one or more of the
three verticals the Company addresses. Qualified customers can also lease our EV ARC™ products through leasing relationships
we have developed. Envision’s products can qualify for various federal, state, and local financial incentives which can
significantly reduce final out-of-pocket costs from our selling price for eligible customers. Currently, the main source of our
revenue is from the sale of the patented EV ARC™ to government agencies and private enterprise.
Recent Events
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On
September 25, 2018, the Company entered into an amendment to the revolving convertible
promissory note between the Company, the borrower, and SFE VCF, LLC, the lender. The
amendment extended the term of the revolving note until December 31, 2019. There were
no other changes to the note.
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On
October 16, 2018, a delegation from the Shanxi Energy and Traffic Investment Company,
a Chinese State-Owned Enterprise, visited Envision’s factory to perform due diligence
on the Company, its products and facilities, and to discuss moving forward with the negotiations
on a definitive agreement for a new jointly owned company in China (NEWCO). At the end
of a series of meetings, which took place throughout the day, the SETIC delegation reported
to the Company that they were impressed with the Company, its products and facilities.
They expressed their intention to return to Shanxi, China with a recommendation to proceed
with the business relationship outlined in the LOI executed by Envision and SETIC in
April 2018, and that they wish to accelerate the pace of negotiations and activities
required to that end. Our subsequent meetings with SETIC in China in January 2019
continued the progress toward negotiating a definitive agreement for launching NEWCO.
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On
October 15, 2018, the European Patent Office issued a notice of intention to grant a
patent directed
to
our EV ARC™ product in Europe (European Patent No. 13828020.1).
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On
October 4, 2018, Envision Solar announced that Alleghany College became the first community
college in the US to select Envision’s EV ARC™ product for public EV charging.
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On
October 11, 2018, Envision Solar announced the delivery of EV ARC™ products to
five state hospitals in California, marking the first adoption of the product by a state
hospital group.
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On
October 22, 2018, Envision Solar received its first purchase order from the city of Fort
Lauderdale, Florida.
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On
November 1, 2018, Envision Solar announced the first deliveries of EV ARC™ products
to California’s Department of Fish and Wildlife.
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Effective
December 1, 2018, the maturity date of the $1.5M term note held by SFE VCF, LLC and payable
by Envision was extended by mutual agreement to be the earlier of June 30, 2019 or the
successful closing of this offering. There were on other changes to the note.
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The
Company is currently in the process of delivering thirty-four EV ARC™ units to
New York City to complete an order received in the second half of 2018.
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Product and Technology Overview
We currently produce
and sell two categories of products: the patented EV ARC™ (Electric Vehicle Autonomous Renewable Charger) and the Solar
Tree®. We have obtained patents directed to both of these product categories.
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EV
ARC™
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Solar
Tree®
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We have recently
submitted patent applications directed to a third and fourth product category, the EV-Standard™ and the UAV ARC™ products.
Both product categories are in late stage product development and engineering. All four product lines incorporate the same
underlying technology and value, having a built-in renewable energy source in the form of attached solar panels and/or light wind
generator, along with on-board battery storage. The EV ARC™ product is a permanent solution in a transportable format and
the Solar Tree® product is a permanent solution in a fixed format. The EV-Standard™ is also fixed but uses an existing
streetlamp’s foundation and grid connection. The UAV ARC™ is a permanent solution in a transportable format and will
be used to charge drone (UAV) fleets. We believe that our series of products offer multiple layers of value to our customers while
leveraging the same underlying technology and fabrication techniques and infrastructure that we use for all of our products. This
enables us to reach a broad customer base with varied product offerings without maintaining the overhead normally associated with
a diverse set of products.
EV ARC™ and
Solar Tree® products can also be equipped to provide emergency power to users such as first responders during times of emergency
or other grid failures. Because our products replenish their batteries every day, even during cloudy conditions, we believe that
they are some of the most robust and reliable back-up energy sources available today. Several of our current government customers
are ordering EV ARC™ units with our optional E Power panels integrated into the units. E Power is a series of secured power
outlets with directed and primary energy access available to emergency responders or whoever our customers designate. This is
a source of increased revenue for us and, we believe, a compelling additional value proposition for our products.
EV ARC™ and
Solar Tree® products can be grid connected if the customer wishes. Our first utility customer connected its EV ARC™
units to the grid in 2015. The EV ARC™ products provide solar powered EV charging, but they also serve as grid stability
tools. During times of low energy use the utility will charge the EV ARC™ on board batteries. During times of grid stress,
the utility takes energy from EV ARC™ batteries thus reducing stress on their generation assets and grid infrastructure.
We believe that “Grid Balancing” offers a potentially significant market opportunity for Envision’s products
as electrical grids become increasingly unstable due to increased demand, aging infrastructure, extreme weather events or nefarious
foreign or domestic actors. Experts from utilities such as San Diego Gas & Electric have told us that this is the case and
that distributed storage is an important part of their future plans.
We believe these
factors make our products a compelling value proposition to anyone who intends to install such devices. Our customers can deploy
EV charging quickly, efficiently, and without digging up their parking lots. The positive carbon foot print is greater because
our products use sunlight to charge the employees’ EVs and, we believe, the marketing and branding impact is far greater
because the enterprise has a highly visible demonstration of its commitment to the environment.
Growth Strategy
We currently operate
in three rapidly growing and underserved markets: EV charging infrastructure, outdoor media, and energy security. Our products
are being used in 16 U.S. states, 70 municipalities, two countries outside the United States, and the U.S. Virgin Islands in the
Caribbean. We believe that the products we produce have a global appeal and that we are only at a nascent period in the development
of our sector. We believe we have a strategic growth plan in place that will enable us to increase our customer base and revenues
while leading to increased profitability in the following manners:
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Increased
sales and marketing to educate our universe of potential customers
. We have historically
not invested in significant marketing activities and have only recently added a sales
team. To date most of our sales have been made through word of mouth or management relationships.
As a result of not having a large historical sales and marketing budget, only a small
percentage of the potential prospective customers for our products are aware that we
exist and the value that our products deliver. We have observed that we have a high conversion
rate from prospects to customers when we are able to demonstrate the value of our products
to those prospects. We believe that with increased investment in marketing and sales
we will be able to reach a much larger audience of prospects who could benefit from our
products, and that we should be able to maintain our high conversion rates from prospects
to customers.
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Continue
to expand our geographic footprint and customer base
. Our products are being
used in 16 U.S. states, 70 municipalities, two countries outside the United States, and
the U.S. Virgin Islands in the Caribbean. We believe that investment in growing our
geographical footprint both domestically through increased selling and marketing, and
also internationally with a focus on Europe and Asia, will deliver significant growth
opportunities. Our sales have been heavily focused on the U.S. coastal regions, specifically
California and the Northeast. Our contract with the State of California was recently
renewed for two more years with two more one-year options at the State’s election,
for a potential total of four additional years. The scope of the contract expanded to
include more of our products. The contract is mandatory for State governmental agencies
in California seeking the solutions our products provide, and can be used by others such
as county and municipal agencies at their option. The contract allows governmental agencies
(and some non-governmental agencies such as universities) to issue purchase orders to
us without having to go through any competitive process such as requests for proposals
(RFP) or technical or other due diligence. The value of purchase orders anticipated by
the State of California to be issued by government offices under this renewed contract
is over $20 million. This amount is not binding. The State of California is not required
to spend the amount estimated. In fact, the government agencies may spend more or less
than the estimated amount depending on demand for our products. The California contract
does not have a cancellation clause but we believe it can be terminated by nonrenewal
or for cause. Furthermore, in studying the online published general conditions for these
types of contracts, we note that they can be terminated for convenience, or for lack
of funding, though we have no indication that this is likely. On September 10, 2018,
the Company received a new $3,300,000 order from the City of New York for 50 EV ARC™
units for delivery in the fourth quarter of 2018 and the first half of 2019. The Company’s
total contracted backlog as of December 31, 2018 is approximately $4,400,000 which the
Company expects to convert to revenue in the first half of 2019. We observe that
those U.S. coastal regions often lead where technology transitions are concerned, and
we expect the rest of the U.S. to follow the coastal leads as is historically the norm.
We believe that this will result in further geographic growth for our products domestically
as well as with our international expansion.
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We
believe we have substantial manufacturing capacity for growth in our existing production
facility.
The Company’s manufacturing facility is purposely large enough
to accommodate substantial growth, with capacity estimated to be several times the current
production rate (management estimates up to 20 times the current production rate), based
on management’s analysis of the floor space and size, equipment configuration,
and the potential number, size and duration of working shifts. The Company currently
runs one shift five days per week, and can produce 1.5 EV ARC™ units per day. Management
believes that our facility is capable of producing up to five units per day.
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Enhance
our gross margins by focusing on increased sales, improved operating efficiencies and
reduced cost of materials and production
. Our gross profits are the profits we
make after deducting the costs associated with manufacturing our products from the revenue
we receive from our customers for those products. Our gross profits are impacted by cost
contributions which fall into two categories:
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Variable
costs include the cost of the direct raw materials, such as batteries, solar panels, electronics and steel, and direct labor associated
with each product and as such vary in proportion to the volume of units we sell. When we sell more units our variable costs increase
and when we sell less the opposite generally occurs.
Fixed
costs are more or less constant at certain levels of sales and production, and include contributions such as rent
,
insurance and underutilized labor (assuming a fixed labor pool, underutilized labor costs decrease with increased unit volumes).
The lower the volume of sales we make, the higher the contribution
of fixed costs will be to each of those sales. Conversely, as we increase our sales volumes the contribution of fixed costs to
each unit is decreased. Generally Accepted Accounting Principles (GAAP) require that, under “absorption costing”,
a portion of our fixed costs is assigned to each unit of production. For example, if our fixed costs were $1M per year and we
only sold one product during that year the fixed cost contribution for that product would be $1M and would be added to the variable
cost to calculate our gross profits (or more likely, losses). If, on the other hand, we sold 100 units during the same period
the fixed cost contribution for each product would be $10,000 per unit, or 1/100
th
of $1M, and, when added to our variable
costs, would result in a far lower cost of goods sold (COGS) per unit and as a result a much improved gross profit. At a certain
volume of unit sales, any manufacturing company should meet a fixed cost break-even point assuming their variable costs are less
than the price they charge their customers for the products
There are a variety of ways
we can reduce our variable costs which include:
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Negotiation of better pricing from
our vendors
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Improved timing of purchasing
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Improved efficiencies in our processes
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Product design improvements
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Insourcing of certain processes
which are currently performed by outside providers (who endeavor to make a gross profit
on the services they provide us)
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We believe
that there is really only one way to reduce
per unit
fixed costs as long as we continue to pursue our current strategy: increase unit sales volumes.
During
the first three quarters of 2018, our fixed costs were, according to the guidance of GAAP, estimated by us to be approximately
18% of our revenues. We arrived at this percentage by estimating the number of units we anticipated delivering to our customers
during the full year, using the best information available to us about our contracted backlog, and then allocating a proportionate
share (based upon those estimates) of our fixed costs to each of the units we actually delivered during the first three quarters.
If we had estimated that we would deliver twice as many similarly priced units, then our estimated fixed cost contribution would
have been approximately half that amount, or around 9% of revenue, which would have improved our estimated gross profit by the
same amount. If we had sold four times as many similarly priced units, then our fixed cost contributions would be around 4.5%
of our revenue and so on. In each case, the more units we sell the less fixed costs are allocated to each unit because the fixed
costs are shared among more units. Even if our variable costs per unit do not decline with increased volume (which we expect them
to do), our total costs per unit should fall as we increase the number of units we sell. In fact, as a result of design and production
delays caused by operating capital shortages, we delivered less units in 2018 than we had anticipated at the time we created our
overhead allocation estimates. We recognized the resulting negative impact to our gross profits in the fourth quarter of 2018.
The gross profits associated with the units which we failed to deliver in 2018 are now expected to be recognized in 2019.
According
to GAAP, our variable direct costs per unit in 2018 have been as low as approximately 70% of our revenues, meaning that, excluding
the fixed costs described above, our per unit gross profit has been as high as approximately 30% even in the lower volumes we
have produced to date.
In
prior years, we have generally reported gross losses because the combination of our fixed and variable costs resulted in COGS
which were greater than the revenues we generated from the sale of our products. Please refer to the
Management’s Discussion and Analysis of Financial Condition and Results of Operation
beginning on page 37 and our
financial statements
beginning on page
F-1 of this document for a full description of our consolidated financial results.
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Measures
we are taking to improve our gross profits
. We are continually striving to increase
our sales volumes and in 2018, our revenues were 336% higher than our 2017 results. We
believe that this trend will continue and our backlog (approximately $4.4M at December
31, 2018, which the Company expects to convert to revenue in the first half of 2019)
and pipeline (approximately $29M as of April 4, 2019 including the latest California
Contract) combined with positive growth trends in demand in the markets in which we focus,
inform that belief. Pipeline
refers to the aggregate total dollar amounts associated with potential product sales
to prospective customers who we believe are highly likely to buy our products but who
have not yet issued a binding purchase order for such products.
See “Industry Overview” in this prospectus.
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We have
assumed in the past, and continue to assume, that our sales will increase and will, as a result, reduce the impact of our per
unit fixed cost contributions. For example, we believe that our factory and current staffing level is sufficiently large to
allow for a capacity several times the current production rate without significant increases in fixed costs. We selected a factory
of this size and staffing level (along with its fixed costs) because we believe that we will be able to grow our sales as the
markets we address, such as electric vehicle (EV) charging, grow as further discussed in this document. We also believe that it
is not unusual for manufacturing companies to have higher fixed cost contributions to their COGS in the early stages of market
and product development. We anticipated this as we planned for growth with our current facilities, even though we understood
that these higher fixed costs would negatively impact our gross profits in the early stages of our evolution.
We also
continue to strive to reduce our direct variable costs and we have observed that in many instances we have been successful in
this area. For example, we have negotiated reduced pricing with our vendors of steel, solar panels, inverters, tracking gears
and batteries which are the largest cost contributors to each of our products. We have also become more efficient in our fabrication
processes which has reduced the direct unit labor hours associated with producing our products.
There
are also market forces at work which, in the case of our most expensive components, are contributing to lower direct variable
costs for our products. According to Forbes, battery prices have fallen from $1,000 per kWh in 2010 to $200 per kWh in 2017, and
Forbes forecasts that prices will reach $100 per kWh by 2025. Forbes also forecasts that second life (used batteries which would
still work on our products) will fall to $50 per kWh. We currently pay more than $300 per kWh and as such see significant opportunities
for future reductions in our COGS as the price of batteries falls. Batteries currently make up approximately 24% of our COGS
on an average EV ARC™ unit.
Solar
modules have seen similar precipitous price declines. Bloomberg provides a benchmark monocrystaline module price of $0.37 per
watt in 2017 down from $10.00 per watt in the early nineties. While we use more expensive modules than the Bloomberg benchmark
(because they are higher quality and have a higher output efficiency), we have still benefited significantly during the last few
years from the decrease in solar module pricing. We believe that we will see further reductions in cost per watt for the foreseeable
future. Solar modules currently make up approximately 11% of our COGS on an average EV ARC™ unit.
We have
observed that increased unit sales do not only reduce our fixed per unit costs but can also favorably impact our direct variable
costs. For example, on October 1, 2018, we negotiated a reduction of approximately five percent on the price we pay for steel
for our products. On the same day we negotiated a reduction of approximately three percent on the price that we pay for certain
major electronic components that we integrate into our products. Our solar module vendor has informed us that our current increased
purchasing should result in a further 4% reduction in the price that we pay for solar modules. These price reductions have not
been driven by commodity pricing, rather, they are the result of our increased buying power with our vendors and in particular,
the larger orders we are placing so that we can execute on our backlog which, as of December 31, 2018, is at approximately $4.4M
which the Company expects to convert to revenue in the first half of 2019. We have observed that we have been able to
negotiate price reductions on other of the components and commodities which we integrate into our end products as a result of
our increased buying power. We believe that there are further significant gains to be made in that area as our sales volumes increase.
We currently
outsource the painting and coating of our products to a third party. We are aware that this third-party endeavors to earn a gross
profit when selling paint and coating services to us. We also incur costs and disruptions transporting our products to and from
the painting vendor’s facility. We believe that an investment in an improvement to our facility that would make it possible
for us to paint and coat our own products could lead to 50% cost reductions related to those tasks and improved product flow,
which might further reduce our COGS and increase our production capacity.
Our pricing
strategies and our investments in fixed overheads such as our manufacturing facility have been driven by our belief that the demand
for our products will increase as the markets on which we focus evolve, and we see an increase in unit sales as a result. We have
not endeavored to cover all of our costs with the sale of a small number of units because we believe that the higher sales price
might have priced our products out of the market. Our belief in the growth of our target markets and in our ability to continually
reduce costs as we increase production volumes has led us to the decisions we have made around product pricing and investment
in overhead. We believe that the growth in our sales and our historical ability to reduce direct variable costs, support our continuation
of this strategy and that we can increase our gross profit margins to 50%, including fixed cost contributions, in the future.
The management team encourages all members of our sales and operations teams to contribute continuously to these efforts.
|
•
|
Increased
leverage of outsourcing as our manufacturing process scales
. We have invested
in facilities to enable us to produce our products in-house. This strategy has enabled
us to efficiently grow through our product development process while controlling and
reducing costs. However, as our product development process matures and as we become
experts on our manufacturing process, we believe that we will benefit by out sourcing
the manufacturing of certain components of our products to manufacturing vendors. We
believe that we will be able to cherry pick certain of our components for outsourced
manufacturing, simultaneously reducing our costs and increasing our capacity. While we
intend to continue in-house manufacturing for all new products, we anticipate a future
when the manufacturing of our mature products is carried out by far larger and more efficient
manufacturers at greater speed and lower cost.
|
|
•
|
Expansion
of our recurring revenue business
. As our business matures we will begin to expand
the recurring revenue component of our business model through service and maintenance
contracts, data gathering and sharing, outdoor media and branding, naming rights, and
sponsorships of networks and products. Historically, we did not focus on service and
maintenance contracts but rather focused on unit number growth. Many of our customers
have indicated to us that they would be interested in acquiring service and maintenance
contracts as well as extended warranties from us. We believe that as we grow our customer
base we will have increasing opportunities to add recurring revenue through these services.
We believe that our ability to gather and share data about the vehicles and other users
of our products may become increasingly valuable as the markets we focus on, such as
EV charging, mature. We are working with partners to create recurring revenue streams
through sponsorship and naming rights for networks of our products.
|
|
•
|
Capture
market share of the electrified personal and public transportation space, which is at
a nascent phase
. To date we have concentrated on fueling the revolution in sedan
electrification, however, we believe that other modes of electrified transportation are
growing rapidly. The expansion in the use of electric bicycles, scooters and motor scooters
is evident in many large cities across the U.S., Asia and Europe. As more people rely
on last mile solutions such as e-bikes and e-scooters, the requirements for charging
infrastructure will proliferate. We are working with an electric bike and scooter manufacturer
to bundle two wheeled electric modes of transport with our EV ARC™ product. We
believe that sales of bundled solutions combining our products with others transportation
solutions represents another significant growth opportunity. The growth in the use of
electric buses is happening at a more rapid pace than that of EV sedans. We have already
sold our Solar Tree® DC fast charging solution to the Fresno County Rural Transit
Authority for use in the charging of their public buses. This will be our first such
deployment but we believe that it will lead to significant opportunities in this rapidly
growing space.
|
|
•
|
The network
effect (IoT) will drive significant value from the data we collect
. The units
we produce communicate to our central facility, which creates a network effect. Units
will be able to communicate with each other in the future. Each of our products sends
data back to our central facility across a wireless network. The more units we have deployed
the more data we will be able collect and the more we can learn about charging habits,
EVs, traffic patterns and many other useful data sets. We believe that there will be
significant value in this data in the future. For example, we believe that our outdoor
media business segment will become more valuable as more units are deployed and communicating
data about their individual usage. Our ability to communicate remotely with our media
assets means that we will increasingly be able to change content on the units, perhaps
in response to the individual users. As parcel delivery increasingly electrifies and
the use of drones and package drop-off locations multiply, we believe that our portfolio
of deployed assets, particularly UAV ARC™ units if and when they are deployed,
will become increasingly valuable as a source of information as well as electricity for
fueling and energizing network and physical assets, which will allow for branded “locker”
facilities.
|
|
•
|
Continued
expansion of our Outdoor Media Business unit
. We believe that a significant opportunity
for increased high margin, recurring revenue exists in this business unit as a result
of new contract wins. In November 2017 we signed an agreement with Outfront Media (NYSE:OUT)
to sell naming rights and sponsorship arrangements for networks of our products deployed
across cities. The contract currently only specifies San Diego. The Company and Outfront
Media are in discussions to expand it to other cities nationwide, although no definitive
agreement or amendment has yet been made. We believe that we are progressing towards
success with this initiative. We intend to retain title to future products deployed under
this business model and believe that we will be able to capture significant and increasing
levels of recurring revenue while maintaining ownership of the underlying assets. Although
we have delivered a small number of our products with outdoor media platforms integrated
to date, we believe there is significant room to expand this aspect of our business in
a meaningful way.
|
|
•
|
Develop
and innovate new products while building a strong IP portfolio
. The majority
of our revenues come from sales of our EV ARC™ and our Solar Tree® products.
Both products use the same underlying technology. We have also invented two new products:
(i) EV Standard™, which is a renewable energy street lamp replacement EV charging
infrastructure solution and (ii) UAV ARC™ or DCN™ – Drone Charging
Network, a renewable energy drone recharging product. These products also use the same
underlying technology, but incorporate additional innovations. Patent applications directed
to the additional innovations in these products are pending. This will allow us to
broaden our market appeal while not significantly increasing the requirements of our
manufacturing lines. We believe this strategy will enable us to grow revenues more profitably
through increased operating leverage. We intend to continue to research other areas in
which we believe that our ability to deliver rapidly deployed, highly reliable and cost
effective sources of renewable energy in a productized format are embraced by prospective
customers, so that we can continue to invent and develop new products which we believe
will bring value to our target audiences. We believe that with sufficient investment
we will be able to bring new products to market and create significant and rapidly growing
opportunities to generate more revenue.
|
Competitive Advantages
We believe our
chief differentiators from our competitors are our ability to invent, design, engineer, and manufacture solar powered products
which dramatically reduce the cost, time and complexity of the installation and operation of EV charging infrastructure and outdoor
media platforms when compared to traditional, utility grid tied alternatives.
|
•
|
Rapid
and impact free deployment of our products
. We believe that our product’s
capability to be installed on a customer’s premises in a matter of minutes rather
than taking several months as competing products can is a strong competitive advantage.
|
|
•
|
Scalability
.
We believe that the global requirements for EV charging will be large and that consumer
demand will grow faster than traditionally deployed infrastructure can serve. Our ability
to mass produce and rapidly deploy large numbers of EV chargers
with
minor investments into our current facility will make our products highly scalable, which
we view as a significant differentiator.
|
|
•
|
Lower
total cost
of ownership
. We
believe that our reliance on renewable energy sources such as solar and wind rather than
utility provided electricity, combined with our low or no construction installation requirements,
will make our products less expensive to own and operate in many instances.
|
|
•
|
Low environmental
impact
. The buying decisions of many of our customers are often driven by environmental
and sustainability concerns as well as a desire to reduce the carbon impact that either
exists today in many markets or is perceived by our customers to be an inevitability
in the future. Because our products are renewably energized and require little or no
installation, they have low environmental impact. They are also highly visible and convey
an environmentally conscious image for our customers to their constituencies.
|
|
•
|
Unique
operating capabilities of our products
. We believe that our products’ capability
to operate during grid outages and to provide a source of emergency power rather than
becoming inoperable during times of emergency or other grid interruptions are significant
differentiators from our competitors. Our products give our customers ultimate flexibility
in a time of need while also providing operational efficiencies in normal operating conditions.
|
|
•
|
Strong
patent portfolio to protect our products
. Our ability to create new and patentable
inventions which are marketable and a complex integration of our own proprietary technology
and parts with other commonly available engineered components is a further barrier to
entry for our competition. The resulting products are built to have the longest life
expectancy in the industry while also delivering valuable amenities and potentially highly
attractive revenue opportunities for our customers.
|
|
•
|
Diversified
product portfolio provides multiple verticals to monetize.
Envision’s products
are designed to deliver multiple layers of value. Those value propositions include impact-free,
renewably-energized EV charging; media, branding, and advertising platforms; sustainable
and secure energy production and storage; reduced carbon footprint; high visibility "green
halo" branding; reduction of net operating costs through reduced utility bills;
and revenue creation opportunities through sales of digital out of home (“DOOH”)
media. The Company sells its products to customers with requirements in one or more of
the three verticals it addresses. Qualified customers can also lease our EV ARC™
products through leasing relationships we have developed. Envision’s products can
qualify for various federal, state, and local financial incentives which can significantly
reduce final out-of-pocket costs from our selling price for eligible customers.
|
|
•
|
Manufacturing
and operating efficiencies
. We believe that the continuation of our strategy
to create highly engineered, highly scalable products that are manufactured in-house
and that are delivered complete or as a kit of parts to the customer site, and which
require minimal planning, entitlement, or field labor activities, is further positioning
us as a leader in the provision of unique and highly scalable solutions to the markets
we target. Our products are complex but standardized, readily deployable and reduce the
exposure of the Company and our customers to the risks and inherent margin erosion that
are incumbent in field deployments.
|
Industry Overview
EV Charging.
The global electric car stock surpassed two million vehicles in 2016 after crossing the one million threshold in 2015,
and exceeded three million vehicles by November 2017. In the third quarter of 2018, the stock increased to four million. As the
number of electric cars on the road has continued to increase, private and publicly accessible charging infrastructure has also
continued to grow. In 2016, the annual growth rate of publicly available charging (72%) was higher than, but of a similar magnitude
to, the electric car stock growth rate in the same year (60%).
According to Bloomberg,
financial services firm Morgan Stanley has estimated that the world will need to spend $2.7 trillion on charging infrastructure
to provide for the anticipated growth of EVs. Governor Brown of California has issued an executive order requiring the installation
of 250,000 EV chargers by 2025. This equates to an average of approximately 36,000 charger installations per year. To date,
the EV charging industry has installed a total of about 16,000 grid-tied EV chargers in California. In September 2018, Governor
Brown issued a further executive order establishing a goal for California to be carbon neutral by 2045, meaning that all the
electricity consumed in the state will have to come from renewable sources. We believe that the combination of these two executive
orders will create an improved set of opportunities for us to sell our products. Many nations including the United Kingdom, Norway,
Germany and France have announced total bans on internal combustion vehicle sales after specified dates, starting with Norway
in 2025. China is considering similar bans and the National Development and Reform Commission of the Peoples Republic of China
has recently called for the installation of 4.8 million chargers by 2020.
Autonomous vehicles
(AVs) are receiving increasing press coverage and, significantly, increasing investment from national and international participants.
On October 4, 2018 the Wall Street Journal reported that Honda will invest $2.75B in GM’s self-driving car unit, GM Cruise.
Japan’s SoftBank Group has already invested $2.2B in GM Cruise. Ford has set up the Ford Autonomous Vehicle Unit, and Fiat
Chrysler has joined a BMW led consortium which includes Intel and Mobileye with the aim of producing fully automated vehicles
by 2021. Toyota announced in August that it would invest $500 million in Uber to jointly develop autonomous vehicles, and Google
parent Alphabet continues to invest in Waymo. According to CB Insights there were 46 corporations developing autonomous vehicles
as of September 2018.
While there are
many approaches to evolving AVs, one constant is that in almost every case the vehicles themselves are or will be electric vehicles.
An increase in the volume of electric AVs will mean a requirement for an increase in the availability of EV charging infrastructure
which, we believe, further supports our business model.
The global need
for large numbers of highly scalable, rapidly deployable EV charging solutions is clear. We believe that our products uniquely
satisfy this need and can meet the expected demand.
Outdoor Media.
“
Digital Out of Home Advertising”
is the second fastest growing advertising medium, according to Magna. Double digit growth with billions of dollars per
year in national and global spending make outdoor advertising an attractive opportunity. Industry veterans spend a good deal of
time looking for the “new new” in advertising. They seek a solution that is environmentally friendly, cost effective,
and most importantly, can make its way through the significant hurdles of permitting and zoning. We believe that our products
are ideally suited to uniquely reduce many of the barriers to entry for outdoor advertising, and as such we believe that significant
opportunities may present themselves to us as we continue to address this market.
Energy Security.
According to insideenergy.org, the grid disruption database shows a marked increase in outages from 2000 through the first
half of 2014. According to the Department of Energy, grid outages cost U.S. businesses approximately $200 billion each year, and
lives have been lost due to power interruptions. Secure and reliable sources of electrical power are a strategic imperative, recognized
by the U.S. military as representing one of our most significant vulnerabilities. Government and enterprise customers are investing
in off-grid emergency power solutions such as diesel generators.
Our products provide
a highly reliable source of energy that is not susceptible to grid interruptions. Because they generate and store all of their
own energy, our products will continue to charge EVs and provide a secure source of emergency back-up power, even during grid
outages and failures such as those caused by hurricanes, earthquakes, flooding or heavy snow, or by terrorists or those that could
be perpetrated by nefarious nation states such as the utility grid hacking incidents described in recent articles in the Wall
Street Journal.
Historical Milestones
Envision is steadily
evolving as its products and their capabilities become more widely known. The following events in our history illustrate the Company’s
progress since the beginning of 2017:
|
·
|
Chevrolet
uses EV ARC™ to promote Bolt launch in January 2017.
|
|
·
|
Fresno
becomes the first county to have an EV ARC™ in every major town in May 2017.
|
|
·
|
New
York City awards multi-year, multi-million dollar contract to Envision in May 2017.
|
|
·
|
Outfront
Media (NYSE:OUT) signs exclusive agreement to partner with Envision in November 2017.
|
|
·
|
First
Solar Tree® DCFC order for electric buses in December 2017.
|
|
·
|
First
military pilot with EV ARC™ in United States Marine Corps in March 2018.
|
|
·
|
Chinese
patent for EV ARC™ issued in April 2018.
|
|
·
|
Google
commences using EV ARC™’s at its facilities in June 2018.
|
|
·
|
California
issues new multi-year contract to Envision for EV ARC™ in July 2018.
|
|
·
|
New
York City issues largest purchase order to Envision to date for EV ARC™ in September
2018.
|
Intellectual Property
Envision owns the
registered trademark Solar Tree® structures. The Company has been issued five patents: one directed to Solar Tree ® structure
(patent No. 7,705,277), one directed to EnvisionTrak™, a dual-synchronous tracking system for its solar products (patent
No. 8,648,551), one directed to our EV ARC™ product (patent No. 9209648), one directed to Transformer ARC™ (patent
No. 9,917,471), and one directed to our EV ARC™ product in China (Patent No. 201380042601.2). Additionally, on October 15,
2018, the European Patent Office issued a notice of intention to grant a patent for our EV ARC™ product in Europe (European
Patent No. 13828020.1). Patent applications directed to our EV-Standard™ and UAV ARC™ products are currently patent-pending
in the United States. Patent applications directed to our Transformer ARC™ product is patent pending in China.
Listing on the Nasdaq Capital Market
Our
common stock and warrants are listed on The Nasdaq Capital Market (“NASDAQ”) under the symbols “EVSI”
and “EVSIW”, respectively.
Corporate Information
O
u
r
e
x
e
cu
ti
v
e
of
f
ic
e
s
a
r
e l
o
c
ated
at
5660 Eastgate Dr., San Diego, California 92121
a
n
d
o
u
r tele
p
h
o
n
e
nu
m
b
er
is
(858
)
799-4583
. O
u
r
w
e
b
s
ite
a
ddr
ess is
w
w
w
.
envisionsolar.com.
We have not incorporated by reference into this prospectus the information included on or linked from our website and you should
not consider it to be part of this prospectus.
Principal Risks
We are subject
to various risks discussed in detail under “Risk Factors,” which include risks related to the following:
|
·
|
an
investment in us is speculative as we recently emerged from our late development stage;
|
|
·
|
we
have sustained recurring losses since inception and have received a “going concern” qualification from our auditors;
|
|
·
|
we
do not have sufficient capital to continue or expand our business unless we raise additional capital;
|
|
·
|
we
face competition from larger competitors in the EV charging industry, although primarily from grid connected equipment suppliers,
and competition may intensify in the future;
|
|
·
|
our
revenue growth in 2018 is not necessarily indicative of our future results, although year over year revenue growth is strongly
trending positive;
|
|
·
|
our
current revenue is concentrated from a small number of customers;
|
|
·
|
our
business would be materially harmed if we fail to protect our patents, trademarks, tradenames and other intellectual property;
|
|
·
|
our
plan to expand our marketing and sales with more resources, more products and more geographic markets may not succeed and
may result in operating losses;
|
|
·
|
the
loss of our chief executive officer or other key personnel would have a material adverse impact on us;
|
|
·
|
a
financial crisis or global, national, or regional recession could have a material adverse impact on us;
|
|
·
|
failure
to achieve our business performance expectations as reflected in forward-looking statements that may be made by us;
|
|
·
|
our consolidated financial
condition and operating results may be materially adversely impacted by litigation and claims made against us that are not
fully covered by insurance;
|
|
·
|
we may have liabilities
that we are unable to pay;
|
|
·
|
we may experience
higher operating costs and lower revenue than we expect;
|
|
·
|
interruptions
in the provision of key supplies and services on which we rely could cause manufacturing and delivery delays;
|
|
·
|
inability
to keep pace with rapid technological changes and innovation;
|
|
·
|
lower
gasoline prices causing a decline in the demand and selling price for our products;
|
|
·
|
existing
government regulations and changes to them in the future could have a material adverse effect on our operating results, financial
condition and business performance;
|
|
·
|
general
commercial and consumer demand for EV charging, outdoor media and energy security products may decline in the future;
|
|
·
|
potential
dilution of the ownership of existing shareholders due to the issuance of new securities by us in the future;
|
|
·
|
rapid
and significant changes to costs of raw materials due to government tariffs or other market factors;
|
|
·
|
our
failure to maintain an effective system of internal financial controls;
|
|
·
|
volatility
or decline of our stock price;
|
|
·
|
the
reverse stock split of our authorized and outstanding common stock could cause our common stock market value to decline;
and
|
|
·
|
we
do not intend to declare or pay dividends on our common stock in the foreseeable future.
|
Please see the “
Risk Factors
”
section commencing on page 18 for more information concerning the risks of investing in us.
Summary of the Offering
Securities
offered:
|
Units,
each Unit consisting of one share of our common stock and one warrant to purchase one share of our common stock. Each warrant
will have an exercise price of 105% of the public offering price of each unit, is exercisable immediately and will
expire five years from the date of issuance.
|
Common Stock prior to Offering:
|
2,906,630
shares
|
Number of Warrants:
|
2,000,000
|
Number of Shares:
|
2,000,000
|
Warrant exercise price:
|
$6.30
|
Common
stock outstanding after the offering:
|
4,906,603
not including the possible sale of over-allotment shares, if any. The number of shares of our common stock to be outstanding
after the completion of this offering is based on 2,906,630 shares of our common stock outstanding as of December 31, 2018,
adjusted to reflect the reverse stock split of the Company’s authorized, issued and outstanding common stock of
one-for-50, and excludes the following, adjusted to reflect the reverse stock split:
|
|
|
·
|
296,411 shares
of common stock issuable upon the exercise of stock options outstanding as of December
31, 2018 with a weighted average exercise price per share of $11.50;
|
|
·
|
333,589 shares
of common stock reserved for the future issuance of options under our 2011 Stock Option
Plan;
|
|
·
|
134,359 shares
of common stock issuable upon exercise of warrants as of December 31, 2018 with a weighted
average exercise price per share of $8.50;
|
|
·
|
418,288 shares
of common stock issuable upon the conversion of outstanding convertible promissory notes
as of December 31, 2018; and
|
|
·
|
2,000,000 shares
of common stock issuable upon exercise of the warrants issued to the public in connection
with this offering.
|
Underwriter’s Over-Allotment Option:
|
The Underwriting Agreement provides
that we will grant to the underwriter an option, exercisable within 45 days after the closing of this offering, to acquire
up to an additional 15% of the total number of shares of common stock and/or warrants to be offered by us pursuant to
this offering, solely for the purpose of covering over-allotments.
|
|
Use
of proceeds:
|
We will receive net proceeds of
approximately 10,608,066 from our sale of Units in this offering, after deducting
underwriting discounts and offering expenses payable by us. We intend to
use the net proceeds of this offering to provide funding for the following
purposes: to expand our
business both domestically and internationally through an increase in
our sales and marketing campaigns, to grow our sales team, improve product
development and manufacturing efficiencies, repayment in full of the outstanding
principal and interest on the $1,500,000 term loan and $750,000 bridge loan, plus
an aggregate of
approximately $319,000 on the outstanding balance of two convertible
notes.
|
|
|
|
|
Offering price:
|
$6.00
per Unit.
|
|
Trading symbol:
|
Our common stock and warrants
are listed on the NASDAQ Capital Market under the symbols “EVSI” and “EVSIW,” respectively.
|
|
Risk
factors
|
Investing
in our securities involves substantial risks. You should carefully review and consider the “
Risk Factors
” section
of this prospectus beginning on page 18 and the other information in this prospectus for a discussion of the factors you should
consider before you decide to invest in this offering.
|
|
Lock-up:
|
We
and our directors, officers and principal stockholders have agreed with the underwriters not to offer for sale, issue, sell,
contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible into common stock for a
period of 180 days after the date of this prospectus. See “
Underwriting
” section on page 115.
|
|
Summary Consolidated
Financial Information
The
following summary consolidated statements of operations data for the years ended December 31, 2018 and 2017 have been derived
from our consolidated financial statements included elsewhere in this prospectus. The historical financial data presented below
is not necessarily indicative of our consolidated financial results in future periods. You should read the summary consolidated
financial data in conjunction with those consolidated financial statements and the accompanying notes and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” Our consolidated financial statements are prepared
and presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”).
Summary
Statements of Operations Data
|
|
For the Fiscal Years Ended December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Revenues:
|
|
|
|
|
|
|
Total Revenues
|
|
$
|
6,162,402
|
|
|
$
|
1,412,042
|
|
Total Cost of Revenues
|
|
$
|
6,354,502
|
|
|
$
|
1,884,793
|
|
Gross Profit (Loss)
|
|
$
|
(192,100
|
)
|
|
$
|
(472,751
|
)
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
$
|
2,337,446
|
|
|
$
|
2,227,645
|
|
Total Other (Expense) Income
|
|
$
|
(1,069,234
|
)
|
|
$
|
(340,234
|
)
|
Tax Expense
|
|
|
–
|
|
|
$
|
800
|
|
Net Loss
|
|
$
|
(3,598,780
|
)
|
|
$
|
(3,041,430
|
)
|
Net Loss Per Share
|
|
|
|
|
|
|
|
|
Basic and Diluted(1)
|
|
$
|
(1.24
|
)
|
|
$
|
(1.19
|
)
|
Weighted Average Number of Common Shares Outstanding
|
|
|
|
|
|
|
|
|
Basic and Diluted(1)
|
|
|
2,891,280
|
|
|
|
2,549,415
|
|
(1) Reflects the 1 for 50 reverse
stock split.
The following table presents consolidated balance sheet data
as of December 31, 2018 on:
|
·
|
a pro forma basis
giving effect to the sale by us of 2,000,000 shares of common stock in this offering at a public offering price
of $6.00 per unit, after deducting underwriting discounts and commissions and offering expenses.
|
|
|
December 31, 2018
|
|
|
December 31, 2018
|
|
Consolidated Balance Sheet Data:
|
|
Actual
|
|
|
Pro Forma(1)
(Unaudited)
|
|
Cash
|
|
$
|
244,024
|
|
|
$
|
8,140,265
|
|
Working capital (deficit)
|
|
$
|
(2,759,580
|
)
|
|
$
|
7,227,790
|
|
Total assets
|
|
$
|
3,487,192
|
|
|
$
|
11,383,433
|
|
Total liabilities
|
|
$
|
5,967,871
|
|
|
$
|
3,776,742
|
|
Total stockholders’ equity (deficit)
|
|
$
|
(2,480,679
|
)
|
|
$
|
7,606,691
|
|
RISK FACTORS
Any investment
in our
securities involves a high degree of risk. You
should consider carefully the risks described below, together with all of the other information contained in this prospectus,
before you decide whether to purchase our securities. If any of these actually occur, our business, financial condition or operating
results could be adversely affected. The risks described below are not the only ones we face. Additional risks not currently known
to us or that we currently do not deem material also may become important factors that may materially and adversely affect our
business. The trading price of our securities could decline due to any of these described or additional risks and you could lose
part or all of your investment.
Risks Relating to Our Business
Our Company
recently emerged from its late development stage, which increases the risk of investment in our securities
. This investment
in us is speculative because the trend of increasing sales has only recently begun and may not be sustained. Funding is needed
to expand our sales and marketing campaigns for current markets and to extend the business into new markets, such as China and
Europe. We must also allocate capital, if available, to pay costs and liabilities until we achieve positive cash flow, of which
there is no assurance. Historically, we have not been profitable and there is no assurance that the Company will be profitable
in the future. The Company may not be able to successfully develop, manage, or market its products and services. Intense competition
and. government regulation may hinder the Company’s performance. The Company is exposed to other risks inherent in its business.
We have sustained
recurring losses since inception and expect to incur additional losses in the foreseeable future. We have received a “going
concern” qualification from our auditors, which indicates that there are substantial risks to the Company continuing as
a going concern.
We were formed on June 12, 2006 and have reported annual net losses since inception. For our fiscal
years ended December 31, 2018 and December 31, 2017, we experienced net losses of $3,598,780 and $3,041,430, respectively (reflects
cash and noncash expenses under generally accepted accounting principles). Further, as of December 31, 2018, we had an accumulated
deficit of $41,875,659 (reflects cash and noncash expenses under generally accepted accounting principles), a working capital
deficit of $2,759,580, and a stockholder’s deficit of $2,480,679. The Company’s consolidated financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. These matters raise substantial doubt about the Company’s ability to continue as a going
concern. The consolidated financial statements included in this prospectus do not include any adjustments relating to the recoverability
and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable
to continue as a going concern. In addition, we expect to incur additional losses in the future, and there can be no assurance
that we will achieve profitability. Our future viability, profitability and growth depend upon our ability to raise capital and
successfully operate and expand our operations. We cannot assure that any of our efforts will prove successful or that we will
not continue to incur operating losses. These factors raise substantial doubt as to the Company’s ability to operate as
a going concern.
We may need
to raise additional capital or financing after this offering to continue to execute and expand our business.
We expect
that the net proceeds from this offering will be sufficient to sustain our operations for the foreseeable future, but we may need
to raise additional capital after this offering to expand or if positive cash flow is not achieved and maintained. Our cash
burn is approximately $198,000 a month and we expect that number to decrease as we increase sales and more gross profit goes to
the bottom line. We estimate that we will achieve positive cash flow at $10M of revenue or 160 units of annual sales. We did $6.2M
in 2018 and have $4.4M in backlog as of December 31, 2018 (which the Company expects to convert to revenue in the first half of
2019) and $27M in qualified pipeline for 2019 as of now. As of December 31, 2018, our available cash balance was $244,024.
We may be required to pursue sources of additional capital through various means, including sale and leasing arrangements, and
debt or equity financings. Any new securities that we may issue in future transactions to raise capital may be more favorable
for our new investors than this offering. Newly issued securities may include preferences, superior voting rights, and the issuance
of warrants or other convertible securities that will have additional dilutive effects. We cannot assure that additional funds
will be available when needed from any source or, if available, will be available on terms that are acceptable to us. Further,
we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting
fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection
with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition
and results of operations. Our ability to obtain needed financing may be impaired by such factors as the weakness of capital markets,
and the fact that we have not been profitable, which could impact the availability and cost of future financings. If the amount
of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy
our capital needs, we may have to reduce our operations accordingly.
Our revenue
growth in 2018 may not be indicative of our future results.
Our revenues for the year ended December 31, 2018 were $6,162,402
compared to $1,412,042 for the same period in 2017. These revenues were primarily derived from the delivery of 90 EV ARC™
units during 2018, while in 2017, we delivered 20 EV ARC™ units and one ARC Mobility trailer. This significant increase
in the number EV ARC™ units sold (and consequent significant increase in revenues) may not be indicative of our revenues
for 2019 and future periods because thirty of these units were waiting for delivery by the end of 2017 but were delivered in January
2018, resulting in a disproportionate increase in revenues in the first quarter of 2018. As a result, you should not rely on our
results for 2018 as an indication of our expected performance in 2019 or future periods, although year over year revenue growth
is strongly trending positive.
Our revenues
are concentrated in a small number of customers and they may decrease significantly if we were to lose one of these customers
.
One customer (i.e. the City of New York) generated 50% of our revenues in 2018 and two customers generated 40% of our revenue
for the year ended December 31, 2017. Those customers were the City of New York and Caltrans (the transportation agency of the
government of the State of California. The use of the contract is mandatory for State of California departments and is available
for use by local government agencies) in 2017, and the City of New York in 2018. The purchase orders aggregate under single contracts,
but we believe that the selling opportunities are far more varied than suggested by the revenues associated with those contracts
because many different government departments are able to purchase our products through the contracts without having to go through
lengthy and involved purchasing processes. According to representations made to us by the City of New York and the State of California,
the contracts we have with both of them can in some cases be used by other states or government departments. We expect sales of
our products to be among a more diversified customer base in the future, particularly as our successes in the 16 states in which
we have already been deployed become more widely recognized. Nevertheless, this high concentration of revenues from a small number
of clients creates a risk that our revenues may decrease substantially if we were to lose one of these customers. The State of
California issued a new contract to us in July 2018 with an initial two-year term and two one-year options to renew at their election.
On September 10, 2018, the City of New York gave us a new $3,300,000 order for 50 EV ARC™ units for delivery in the fourth
quarter of 2018 and the first half of 2019. In the case of both contracts, while the purchase orders aggregate under single contracts,
the products are being used by a diverse group of government agencies including Departments of Transportation, Police Department,
Fire Department, Department of Education, Department of Design and Construction, Office of Emergency Management, Department of
Parks and Recreation, and others, according to government officials. There can be no assurances that current two main customers
(the City of New York and the State of California), or any current or future customer, will continue to purchase our products
in the future.
Our revenue
growth depends on consumers’ willingness to adopt electric vehicles.
Our growth is highly dependent upon the adoption
of electric vehicles (“EV”), and we are subject to a risk of any reduced demand for EVs. If the market for EVs does
not gain broad market acceptance or develops more slowly than we expect, our business, prospects, financial condition and operating
results may be harmed. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly
changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent
new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and
behaviors. Factors that may influence the purchase and use of alternative fuel vehicles, and specifically EVs, include:
|
·
|
perceptions
about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially
if adverse events or accidents occur that are linked to the quality or safety of EVs;
|
|
·
|
the
limited range over which EVs may be driven on a single battery charge and concerns about running out of power without access
to sufficient charging infrastructure;
|
|
·
|
improvements
in the fuel economy of the internal combustion engine;
|
|
·
|
the
environmental consciousness of consumers;
|
|
·
|
volatility
in the cost of oil and gasoline;
|
|
·
|
consumers’
perceptions of the dependency of the U.S. on oil from unstable or hostile countries and the impact of international conflicts;
|
|
·
|
government
regulations and economic incentives promoting fuel efficiency and alternate forms of energy;
|
|
·
|
access
to charging stations and consumers’ perceptions about convenience and cost to charge an EV; and
|
|
·
|
the
availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased
use of nonpolluting vehicles.
|
The influence of
any of these factors may negatively impact the widespread consumer adoption of EVs, which could materially adversely affect our
business, operating results, financial condition and prospects.
We face intense
competition, and many of our competitors have substantially greater resources than we do.
Competition in the solar renewable
energy and EV charging industries is intense, and competition is fragmented among a wide variety of entities. We operate in a
highly competitive environment that is characterized by price fluctuations and rapid technological change. While we were the only
respondents to recent requests for EV charger proposals (RFPs) by the State of California and New York City, and won those contracts,
nevertheless, we compete with major international and domestic companies. Our major competitors include numerous regional players,
and other companies similar to us located in our operating markets. Our competitors often have greater market recognition and
substantially greater resources than we do. Competition for RFPs, and in our market in general, may intensify in the future. Competitors
may develop products based on new solar power technologies that may ultimately have costs similar to, or lower than, our projected
costs. Many of our current and potential competitors have longer operating histories, greater name recognition, access to larger
customer bases and significantly greater financial, sales, marketing, manufacturing, distribution, technical and other resources
than we do. As a result, they may be able to respond more quickly to changing customer demands or to devote greater resources
to the development, promotion and sales of products than we can. Some of our competitors own, partner with, or have longer or
stronger relationships with, solar cell or other component providers, which could result in them being able to obtain components
on a more favorable basis than we can. New competitors or alliances among existing competitors could emerge and rapidly acquire
significant market share, which would harm our business. If we fail to compete successfully, our business would suffer and we
may lose or be unable to gain market share. We may in the future compete for potential customers with providers, which have products
similar to ours. In addition, we may face competition from other alternative energy resources now in existence or developed in
the future. Increased competition could result in price reductions, reduced margins, or loss of market share and greater competition
for qualified technical personnel. There can be no assurance that we will be able to compete successfully against current and
future competitors. If we are unable to compete effectively, or if competition results in a deterioration of market conditions,
our business and results of operations would be adversely affected.
The solar
energy industry and in particular, as it is utilized for EV charging, is an emerging market that is constantly evolving and may
not develop to the size or at the rate we expect.
The solar energy industry, especially as it applies to EV charging,
is an emerging and constantly evolving market opportunity. We believe the industry will take several years to fully develop and
mature, and we cannot be certain that the market will grow at the rate we expect. Any future growth of the solar energy market
in general, and for EV charging in particular, and the success of our products depend on many factors beyond our control. These
factors include without limitation recognition and acceptance of EVs and EV charging products by customers and users, the pricing
of alternative sources of energy, a favorable regulatory environment, the continuation of expected tax benefits and other incentives
and our ability to provide our product offerings cost-effectively. If the markets for EV charging do not develop at the rate we
expect, our business may be adversely affected.
Tariffs imposed
pursuant to Section 201 of the Trade Act of 1974 could significantly and adversely affect our business, revenues, margins, results
of operations, and cash flows.
We currently only use SunPower modules for our products. In April 2018, SunPower acquired
SolarWorld, one of the petitioners in the Section 201 trade case that led to the new tariffs referred to below, and a company
which is, as such, exempt from those tariffs. Sunpower also garners an exemption for the tariffs because of the unique nature
of its modules. We do not buy or use, nor do we intend to buy or use, any of the targeted modules. Since we currently only purchase
SunPower modules for our products and which modules are exempt from the tariffs described, we are not currently affected by those
tariffs, although there can be no assurance that we may not be affected by any future tariffs on SunPower products or otherwise.
On January 23, 2018, the President of the United States issued Proclamation 9693, which approved recommendations to impose safeguard
tariffs on imported solar cells and modules, based on the investigations, findings, and recommendations of the U.S. International
Trade Commission (the “International Trade Commission”).
It is possible
that tariffs may increase the costs and restrict the supply of certain of our components, causing us harm. In the near term, uncertainty
surrounding the potential implications of the tariffs imposed on the U.S. solar market, and whether specific products may be excluded,
may cause market volatility, price fluctuations, supply shortages, and project delays. In addition, the imposition of tariffs
is likely to result in a wide range of impacts on the targeted U.S. industries and the global market in general. Such tariffs,
if our products or the parts we use to manufacture our products are ultimately determined to be subject to them, could result
in significant additional costs to us. If we elected to pass such increase in costs on to our customers, they could cause a significant
reduction in demand for our products. We currently have no plans to use modules which are subject to tariffs.
Existing
regulations and policies and changes to them may present technical, regulatory, and economic barriers to the purchase and use
of solar power products, which may significantly reduce demand for our products and services.
The market for electric
generation products is heavily influenced by federal, state and local government laws, regulations and policies concerning the
electric utility industry in the United States and abroad, as well as policies adopted by electric utilities. Changes that make
solar power less competitive with other power sources could result in a significant reduction in the demand for our products.
The market for electric generation equipment is also influenced by trade and local content laws, regulations and policies that
can discourage growth and competition in the solar industry and create economic barriers to the purchase of solar power products,
thus reducing demand for our products. In addition, on-grid applications depend on access to the grid, which is also regulated
by government entities. While all of our products are designed to operate without a requirement to connect to the grid, we anticipate
that any of our grid connected products and their installation will continue to be subject to oversight and regulation in accordance
with federal, state, local and foreign regulations involving construction, safety, environmental protection, utility interconnection,
metering, trade, and related matters. It is difficult to track the requirements of individual states or local jurisdictions and
design equipment to comply with the varying standards. In addition, the U.S., European Union and Chinese governments, among others,
have imposed tariffs or are in the process of evaluating the imposition of tariffs on solar panels, solar cells, polysilicon,
and potentially other components. These and any other tariffs or similar taxes or duties may increase the price of our products
and adversely affect our cost reduction strategy, which could harm our results of operations and financial condition. Any new
regulations or policies pertaining to our products may result in significant additional expenses to us, which could cause a significant
reduction in demand for our solar power products.
In high demand
locations, the use of our products could exhaust their electricity supply on particular days, even with our storage batteries.
Our solar products create electricity and store it during daylight hours. While this process has generally been effective
to meet daily EV charging and energy storage demand, it is possible that heavy charging could cause a power draw exceeding the
onboard electricity generation and storage capacity. In such instances, except for our grid-connected products, the EV charger
would have to recharge through solar energy replenishment or other direct outside charge before EV charging could resume.
Developments
in alternative technologies or improvements in distributed solar energy generation may have a material adverse effect on demand
for our offerings.
Significant developments in alternative technologies, such as advances in other forms of distributed
solar power generation, storage solutions, such as batteries, the widespread use or adoption of fuel cells for residential or
commercial properties or improvements in other forms of centralized power production, transmission and distribution, may have
a material adverse effect on our business and prospects. Any failure by us to adopt new or enhanced technologies or processes,
or to react to changes in existing technologies, could result in product obsolescence, the loss of competitiveness of our products,
decreased revenue and a loss of market share to competitors.
Defects or performance
problems in our products could result in loss of customers, reputational damage, and decreased revenue, and we may face warranty,
indemnity, and product liability claims arising from defective products.
Although our products meet our stringent quality
requirements, they may contain undetected errors or defects, especially when first introduced or when new generations are released.
Errors, defects, or poor performance can arise due to design flaws, defects in raw materials or components or manufacturing difficulties,
which can affect both the quality and the yield of the product. Any actual or perceived errors, defects, or poor performance in
our products could result in the replacement or recall of our products, shipment delays, rejection of our products, damage to
our reputation, lost revenue, diversion of our engineering personnel from our product development efforts, and increases in customer
service and support costs, all of which could have a material adverse effect on our business, financial condition, and results
of operations. Defective components may also give rise to warranty, indemnity, or product liability claims against us that exceed
any revenue or profit we receive from the affected products. We offer a one-year limited warranty for our EV ARC™ and a
one-year limited warranty for our SolarTree®. Our limited warranties cover defects in materials and workmanship of our products
under normal use and service conditions. As a result, we bear the risk of warranty claims long after we have sold products and
recognized revenue. Our estimated warranty costs for previously sold products may change to the extent future products are
not compatible with earlier generation products under warranty. As a result, the warranty costs could prove to be materially different
from the actual performance of our systems, causing us to incur substantial unanticipated expense to repair or replace defective
products in the future or to compensate customers for defective products. Our failure to accurately predict future claims could
result in unexpected volatility in, and have a material adverse effect on, our financial condition.
We may be
subject to product liability claims
. If one of our products were to cause injury to someone or cause property damage,
including as a result of product malfunctions, defects, or improper installation, then we could be exposed to product liability
claims. We could incur significant costs and liabilities if we are sued and if damages are awarded against us. Further, any product
liability claim we face could be expensive to defend and could divert management’s attention. The successful assertion of
a product liability claim against us could result in potentially significant monetary damages, penalties or fines, subject us
to adverse publicity, damage our reputation and competitive position, and adversely affect sales of our products. In addition,
product liability claims, injuries, defects, or other problems experienced by other companies in the solar industry could lead
to unfavorable market conditions for the industry as a whole, and may have an adverse effect on our ability to attract new customers,
thus harming our growth and financial performance.
If we are unable
to keep up with advances in EV technology, we may suffer a decline in our competitive position.
The EV industry is characterized
by rapid technological change. We do not manufacture the EV service equipment (EVSE) which connects to the EV, rather, we deliver
power to other vendors’ EVSE products. As such, we believe that we are less prone to impacts caused by changes in EV technology.
Nevertheless, if we are unable to keep up with changes in EV technology or the costs associated with such changes, our competitive
position may deteriorate which would materially and adversely affect our business, prospects, operating results and financial
condition. As technologies change, we plan to upgrade or adapt our EV products in order to continue to provide EV charging services
with the latest technology.
If a third party
asserts that we are infringing upon its intellectual property, whether successful or not, it could subject us to costly and time-consuming
litigation or expensive licenses, and our business may be harmed.
The EV and EV charging industries are characterized
by the existence of a large number of patents, copyrights, trademarks and trade secrets. Although we are not presently aware of
any current, noticed or threatened third party intellectual property rights claims against the Company or any challenges to the
validity or enforceability of our patents or trademarks, there is a risk that the Company could face third party intellectual
rights claims against its products and challenges to the validity or enforceability of its products and trademarks in the future.
Third party intellectual property infringement claims against us and challenges to the validity or enforceability of our intellectual
property rights could harm our relationships with our customers, may deter future customers from subscribing to our services or
could expose us to litigation with respect to these claims. Even if we are not a party to any litigation between a customer and
a third party, an adverse outcome in any such litigation could make it more difficult for us to defend our intellectual property
in any subsequent litigation in which we are a named party. Any of these results could harm our brand and operating results. Any
intellectual property rights claim against us or our customers, with or without merit, could be time-consuming, expensive to litigate
or settle and could divert management resources and attention. An adverse determination with regard to the infringement of third
party intellectual property rights also could prevent us from offering our patents and services to our customers and may require
that we procure or develop substitute services that do not infringe. With respect to any intellectual property rights claim against
us or our customers, we may have to pay damages or stop using technology found to be in violation of a third party’s rights.
We may have to seek a license for the technology, which may not be available on reasonable terms, may significantly increase our
operating expenses or require us to restrict our business activities in one or more respects. The technology also may not be available
for license to us at all. As a result, we may also be required to develop alternative non-infringing technology, which could require
significant effort and expense.
The success
of our business depends in large part on our ability to protect and enforce our intellectual property rights.
We rely
on a combination of patent, copyright, service mark, trademark, and trade secret laws, as well as confidentiality procedures and
contractual restrictions, to establish and protect our proprietary rights. We cannot assure you, however, that we will be successful
in obtaining these patents, service marks or trademarks, or that these applications will not be challenged, that others will not
attempt to infringe upon our rights, or that these filings will afford us adequate protection or competitive advantages. We cannot
assure you that any patents will be granted with respect to our pending patent applications in a manner that gives us the protection
that we seek, if at all, or that future patents that may be issued to us will not be challenged, invalidated or circumvented.
Our patents and any patents that may be issued to us in the future may not provide sufficiently broad protection or they may not
be enforceable in actions against alleged infringers. We cannot assure you that any future service or trademark registrations
will be issued to us or that any registered service or trademarks will be enforceable or provide adequate protection of our proprietary
rights. We endeavor to enter into agreements with our employees and contractors and agreements with parties with whom we do
business in order to limit access to and disclosure of our proprietary information. We cannot be certain that the steps we have
taken will prevent unauthorized use of our technology or the reverse engineering of our technology. Moreover, others may independently
develop technologies that are competitive to ours or infringe our intellectual property. The enforcement of our intellectual property
rights also depends on our legal actions against these infringers, but we cannot be sure these actions will be successful, even
when our rights have been violated. Furthermore, effective patent, trademark, service mark, copyright and trade secret protection
may not be available in every country in which our products are sold. In addition, the legal standards relating to the validity,
enforceability and scope of protection of intellectual property rights in EV-related industries are uncertain and still evolving.
If we are unable to protect our rights to our intellectual property or if such property infringes on the rights of others, our
business could be materially adversely affected. We cannot ensure that our intellectual property will afford us any protection
or competitive advantages.
Our profitability
depends, in part, on our success and brand recognition and we could lose our competitive advantage if we are not able to protect
our trademarks and patents against infringement, and any related litigation could be time-consuming and costly.
We believe
our brand has gained substantial recognition within multiple markets and will continue to expand. We have registered the “Solar
Tree” trademark with the United States Patent and Trademark Office. Use of our trademarks or similar trademarks by competitors
in geographic areas in which we have not yet operated could adversely affect our ability to use or gain protection for our brand
in those markets, which could weaken our brand and harm our business and competitive position. In addition, any litigation relating
to protecting our trademarks and patents against infringement could be time consuming and costly. There is also the risk that
our technologies and products could be legally challenged as infringing on another party’s proprietary or patent rights,
causing us to incur substantial expense and possible licensing fees
.
Our expansion
strategy has inherent risks.
Although management believes that pursuing the Company’s growth strategy is in the
best interests of the Company, such strategy involves substantial expenditures and risks to the Company. There can be no assurance
that any business acquisitions or strategic partnerships will be completed successfully or, if completed, will yield the expected
benefits to the Company, or will not materially and adversely affect the Company’s business, financial condition or results
of operations. The execution of plans to exploit intended expansion opportunities through business acquisitions, joint ventures,
shareholder agreements or otherwise, could result in operating losses and the write down of goodwill, which would increase the
Company’s losses or reduce or eliminate its earnings, if any.
The success
of our business depends on the continuing contributions of Desmond Wheatley and other key personnel who may terminate their employment
with us at any time, and we will need to hire additional qualified personnel.
We rely heavily on the services of Desmond
Wheatley, our chairman and chief executive officer, as well as other management personnel. Loss of the services of any such individuals
would adversely impact our operations. In addition, we believe our technical personnel represent a significant asset and provide
us with a competitive advantage over many of our competitors. Our future success will depend upon our ability to retain these
key employees and our ability to attract and retain other skilled financial, engineering, technical and managerial personnel.
We do not currently maintain any “key man” life insurance with respect to any of such individuals.
If we are
unable to attract, train and retain highly qualified personnel, the quality of our services may decline and we may not successfully
execute our internal growth strategies.
Our success depends in large part upon our ability to continue to attract, train,
motivate and retain highly skilled and experienced employees, including technical personnel. Qualified technical employees periodically
are in great demand and may be unavailable in the time frame required to satisfy our customers’ requirements. While we currently
have available technical expertise sufficient for the requirements of our business, expansion of our business could require us
to employ additional highly skilled technical personnel. We expect competition for such personnel to increase as the market for
our products expand. We cannot assure that we will be able to attract and retain sufficient numbers of highly skilled technical
employees in the future. The loss of personnel or our inability to hire or retain sufficient personnel at competitive rates of
compensation could impair our ability to secure and complete customer engagements and could harm our business.
We are exposed
to risks associated with a potential financial crisis and weaker global economy, which increase the uncertainty of financing and
the risk of non-payment from customers.
The tightening of monetary policy in the U.S., rise of interest rates in the credit
markets, potential turmoil in the financial markets, and a potentially weakened global economy would contribute to slowdowns in
the renewable energy industry, which may worsen if these economic conditions are prolonged or deteriorate further. The market
for the installation of our products depends largely on commercial and government capital spending. Economic uncertainty exacerbates
negative trends in these areas of spending, and may cause our customers to delay, cancel, or refrain from placing orders, which
may reduce our sales. Difficulties in obtaining capital and deteriorating market conditions may also lead to the inability of
some customers to obtain affordable financing, including traditional financing and tax-incentive based financing, resulting in
lower sales to potential customers with liquidity issues, and may lead to an increase of incidents where our customers are unwilling
or unable to pay for systems they purchase, and additional bad debt expense for us. Further, these conditions and uncertainty
about future economic conditions make it challenging for us to obtain equity and debt financing to meet our working capital requirements
to support our business, forecast our operating results, make business decisions, and identify the risks that may affect our business,
financial condition and results of operations. If we are unable to timely and appropriately adapt to changes resulting from the
difficult macroeconomic environment, our business, financial condition and results of operations may be materially and adversely
affected.
We are exposed
to various possible claims and hazards relating to our business, and our insurance may not fully protect us.
Although
we maintain modest theft, casualty, liability, and property insurance coverage, along with workmen’s compensation and related
insurance, we cannot assure that we will not incur uninsured liabilities and losses as a result of the conduct of our business.
In particular, we may incur liability if one or more of our other products are deemed to have caused a personal injury. Should
uninsured losses occur, they would have a material adverse effect on our operating results, financial condition, and business
performance.
We may face
litigation in the future.
As a manufacturer and
seller of goods, we are exposed to the risk of litigation for a variety of reasons in addition to reasons relating to intellectual
property rights, including product liability lawsuits, employee lawsuits, commercial contract disputes, government enforcement
actions, and other legal proceedings. We cannot assure that future litigation in which we may become involved will not have a
material adverse effect on our financial condition, operating results, business performance, and business reputation.
We may incur
liabilities which we are unable to pay.
We have liabilities and may in the future have other liabilities to affiliated
or unaffiliated lenders. These liabilities represent fixed costs, which are required to be paid regardless of the level of business
or profitability experienced by Envision. We cannot assure that we will not incur more debt in the future, that we will have sufficient
funds to repay our indebtedness or that we will not default on our debt, jeopardizing our business viability. Furthermore, we
may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary
to conduct our business. Our existing revolving purchase order financing facility has lender review and renewal rights every 300
days. The lender has the right to terminate the facility on each of these reviews, for any reason, or the lender may convert the
outstanding balance of the loan into shares of our common stock. The loss of this facility would have a material adverse effect
on our operating results, financial condition and business performance, if we are not successful with this offering or other fund
raising efforts. The outstanding principal and accrued interest balance on the purchase order revolving financing facility is
$972,909 as of December 31, 2018, and the total principal and accrued interest balance for all debt outstanding for borrowed funds
is 3,917,751as of that date. We entered into an amendment with the lender of our purchase order financing facility to extend the
maturity date of that loan to December 31, 2019. We also recently extended the maturity date of the convertible notes payable
to Pegasus and John Evey to December 31, 2019 and July 1, 2019, respectively. Pegasus is our former landlord and John Evey is
a former director of the Company. Effective December 1, 2018, we entered into an extension agreement with SFE VCF, LLC pursuant
to which the maturity date of the term loan was extended until the earlier to occur of (i) June 30, 2019, or (ii) the successful
closing of this offering. The Company and the lender had a forbearance understanding while they completed the extension agreement
for the term loan. The Company is currently working on a refinance of the term loan from new lenders. On August 27, 2018, we obtained
a bridge loan for $750,000 from an unaffiliated lender having a maturity date of February 28, 2019. The bridge loan bears simple
interest at the rate of 10% per annum, and principal is repayable at 105% if prepaid on or before November 28, 2018, at 115% of
such amount if paid on or before the maturity date of the Note, and if the original principal amount is paid after the maturity
date, the outstanding balance of the note is increased to 110% of such balance. Effective February 28, 2019, the bridge lender
made a forbearance agreement with us which is currently in place while we discuss an extension of this loan’s maturity date,
or the loan is sooner repaid. There is no assurance that the Company will be successful in closing the refinancing of the $1,500,000
term loan, or that we will be able to repay or refinance any of our other loans when due. We may default on them or other liabilities.
We cannot ensure that we will be able to pay our liabilities, that we will successfully extend their maturity dates, if necessary,
or that we will not experience a default on our indebtedness.
The costs
incurred by us to develop and manufacture our products may be higher than anticipated which could hurt our ability to earn a profit.
We may incur substantial cost overruns in the development, manufacture, and distribution of products. Unanticipated costs
may force us to obtain additional capital or financing from other sources and would hinder our ability to earn a profit. If we
incur cost overruns, there is no assurance that we could obtain the financing or capital to cover them. If a greater investment
in the business is required because of cost overruns, the probability of earning a profit or a return of the shareholders’
investment in Envision is diminished.
Our failure
to meet our financial obligations could subject our business to liens.
If we fail to pay for materials and services for
our business on a timely basis, our assets could be subject to materialmen’s and workmen’s liens. We may also be subject
to bank liens in the event that we default on loans from banks, if any.
There is
no assurance that our letters of intent and teaming agreements with third parties will result in definitive transactions
.
We have in the past and may in the future enter into letters of intent and teaming agreements with other strategic customers or
partners. We cannot assure that we will enter into definitive sales agreements, make any sales, conduct any business, or earn
any revenue or profits under such letters of intent or teaming agreements with third parties.
The equipment
comprising our products currently charge at rates that are comparable to the average charging speed of competitors, but that may
change in the future.
Our standard EV ARC™ as a stand-alone does not provide a DC Fast Charge, rather, it charges
EVs at a Level II pace which is consistent with the majority of installed EV chargers in the U.S. To date, we have found that
since most EV trips are relatively short and local, the standard EV ARC™ has satisfied consumer demand. Our EV ARC™
HP DC Fast Charging Electric Vehicle Autonomous Renewable Charger can provide a DC Fast Charge, so we believe we can compete in
that market. Nevertheless, the demand for faster EV charging may increase in the future, requiring us to adjust our marketing
and sales strategies. There is no assurance that our equipment will remain competitive in the market in the future, causing possible
customer complaints and claims, and the loss of sales in the future.
Our Company
depends on key suppliers and outside contractors
. The Company depends on key suppliers and outside contractors, such
as our solar panel suppliers who manufacture them in Mexico and the Philippines (these suppliers moved their manufacturing locations
to their factories in Mexico and the Philippines from their original factory locations in California and Malaysia), whose
failure to perform could hinder our ability to operate profitably and have a material adverse impact on our operating results,
financial condition, and business performance. We source important components from a variety of suppliers in the United States,
Germany and Mexico. We license certain computer software from third parties, including our proprietary EnvisionTrak™ solar
panel tracking system. We do not own that software. While we believe that we can secure substitute suppliers for our components,
it could be expensive and time consuming to replace any of them if we had to do so, especially for important computer software.
We have experienced
technological changes in our industry. New technologies may prove inappropriate and result in liability to us or may not gain
market acceptance by our customers.
The industries in which we operate are subject to constant technological change. Our
future success will depend on our ability to appropriately respond to changing technologies and changes in function of products
and quality. If we adopt products and technologies that are not attractive to consumers, we may not be successful in capturing
or retaining a significant share of our market. In addition, some new technologies are relatively untested and unperfected and
may not perform as expected or as desired, in which event our adoption of such products or technologies may cause us to lose money.
Existing
regulations, and changes to such regulations, may present technical, regulatory and economic barriers to the purchase and use
of our products, which may significantly reduce demand for our products.
Installation of a small number of our products
is subject to oversight and regulation in accordance with national and local ordinances, building codes, zoning, environmental
protection regulation, utility interconnection requirements for metering and other rules and regulations. In particular, our new
EV Standard™ product, designed to provide curbside EV charging through existing or newly installed street lampposts owned
by municipalities and utilities, will require close cooperation with, and supervision by, local government agencies. We attempt
to keep up-to-date about these requirements on a national, state, and local level, and must design systems to comply with varying
standards. Certain cities may have ordinances that increase the cost of installation of our products. In addition, new government
regulations or utility policies pertaining to power systems are unpredictable and may result in significant additional expenses
or delays in the installation of our grid-connected products and, as a result, could cause a significant reduction in demand,
especially for our EV Standard™ product.
Our media
branding and advertising strategy may not result in a profitable operation of that segment of our business.
We are able
to equip our EV ARC™ and Solar Tree® platforms with digital advertising screens with content that can be controlled
directly and in some cases remotely. We may also sell other forms of media across our product platforms, such as naming rights
or sponsorship deals, as well as traditional fixed media. There is no assurance that the revenue model crafted for this capability
will be successful or profitable or will not result in operating losses or rejection by government regulators or consumers. Sponsors
and advertisers for the service may not materialize or be willing to pay the rates sought by us or our customers.
Our business
is impacted by the availability to our customers of rebates, tax credits and other financial incentives, the reduction, elimination
or uncertainty of which would reduce the demand for our products.
Many states offer substantial incentives to offset the
cost of solar power systems, battery storage systems and EV charging infrastructure. These incentives can take many forms, including
direct rebates, state tax credits, system performance payments and Renewable Energy Credits (RECs). Moreover, the federal government
currently offers a 30% tax credit for the installation of solar power systems and associated energy storage systems. Effective
in 2009 and currently, the federal tax credit is 30% for commercial and residential installations. Businesses may also elect to
accelerate the depreciation on their systems in the first year of ownership. Uncertainty about the introduction of, reduction
in, or elimination of such incentives, or delays or interruptions in the implementation of favorable federal or state laws could
substantially increase the cost of our systems to some of our customers, resulting in significant reductions in demand for our
products from non-governmental customers, which would negatively impact our sales.
Our business
strategy may depend on the widespread adoption of solar power and EV charging technology.
The market for solar power products
is emerging and rapidly evolving, and its future success is uncertain. If solar power technology proves unsuitable for widespread
commercial deployment or if demand for solar power products fails to develop sufficiently, we could be unable to generate enough
revenues to achieve and sustain profitability and positive cash flow. The factors influencing the widespread adoption of solar
power technology include but are not limited to:
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cost-effectiveness
and efficiency of solar power technologies as compared with conventional and non-solar alternative energy technologies;
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performance
and reliability of solar power products as compared with conventional and non-solar alternative energy products;
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fluctuations
in economic and market conditions which impact the viability of conventional and non-solar alternative energy sources, such
as increases or decreases in the prices of oil and other fossil fuels;
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continued
deregulation of the electric power industry and broader energy industry; and
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availability
of governmental subsidies and incentives.
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Compliance
with new and existing environmental laws and rules is required
.
Compliance with new and existing environmental laws and
rules could significantly increase construction and start-up costs for our customers, deterring customers from purchasing a small
sub set of our products and services. To install Envision’s Solar Tree® products, our customers may be required to obtain
and comply with a number of permitting requirements. As a condition of granting necessary permits, regulators could make demands
that increase our customers’ expected costs of construction and operations, in which case they may delay or cancel delivery
of certain sub-sets of our products. Environmental issues, such as contamination and compliance with applicable environmental
standards could arise at any time during the construction and operation of a customer’s project. If this occurs, it could
require a customer to spend additional resources to remedy the issues and may delay or prevent construction or operation of the
project. This is why we have focused on the development of autonomous infrastructure products which do not require construction
for their deployment.
The success
of our sales is dependent upon a continued need for renewable energy.
The topic of alternative fuels has retained a significant
status in the consciousness of the American people, but interest in developing and utilizing alternative fuels could wane unexpectedly
at any time. If such interest were lost or if the demand for alternative fuels were to decrease substantially, the Company could
encounter problems generating sufficient revenue to achieve or sustain profitability or meet its working capital requirements.
The success
of our product offering may in some instances require the availability of locations provided by municipalities or private owners
of real estate.
Our ability to sell branding opportunities or licenses could be highly dependent on the availability of
real estate to locate our product, or municipal approval for visible branding. We cannot assure that these rights will be available
to us in the future, or will be available on terms acceptable to us. The lack of availability of these rights could have a material
adverse effect on our results of operations and financial condition in our media business unit. We may operate part of our business
in which leasing or licensing agreements with venues or municipalities are necessary, so the long-term success of this aspect
of our business could depend upon our ability to initiate such agreements and to renew these agreements upon their termination.
We cannot assure that we will be able to renew these agreements on acceptable terms or at all, or that we will be able to obtain
attractive agreements with substitute venues.
Risks Relating to our Organization and our Common Stock
The Company
was formerly a shell company in 2010 that did not have operations, but has consistently been operating and in compliance with
its SEC reporting requirements since the first quarter of 2010.
Because we merged with a non-operating shell company in
2010, our stock that is not registered with the SEC (i.e. not the securities covered in this prospectus) may become subject to
certain additional restrictions if we fail in the future to stay current in our reporting requirements with the SEC. As of December
31, 2018, we are current with all of our SEC reporting requirements. In the event our common stock becomes restricted due
to noncompliance, the market for our common stock will be adversely affected and the market price for our common stock could decline
significantly.
If we fail to
establish and maintain an effective system of internal control, we may not be able to report our financial results accurately
or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and
adversely impact the trading price of our common stock.
Management recognizes that we lack certain personnel, physical
infrastructure, IT systems, such as a sophisticated accounting system, and documented processes to ensure that we report our financial
results accurately and prevent any opportunity for fraud. As part of our efforts to comply with Section 404 of the Sarbanes-Oxley
Act, we regularly discuss and evaluate our systems and procedures so that we can identify areas of weakness and possible remedies
for those weaknesses. While we firmly believe that the limited resources we have committed to this area has been appropriate
during our early stages of growth, and that we have, in fact, reported our financial results accurately without instances of fraud,
we recognize that we will need to invest in improved infrastructure and processes to fully achieve the industry standards which
have developed under Section 404. We will need to hire additional personnel for accounting, internal controls and other finance
responsibilities in order to develop and implement appropriate internal controls and reporting procedures, especially as we grow.
We will also have to upgrade our accounting and inventory systems and possibly elements of our IT infrastructure. We recognize
that effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide
reliable financial reports or prevent fraud, we will not be able to manage our business as effectively as we would if an effective
control environment existed, and our business and reputation with investors may be harmed. In addition, if we are unable to comply
with the internal controls requirements of the Sarbanes-Oxley Act, then we may not be able to obtain the independent accountant
certifications required by such act, which may preclude us from keeping our filings with the SEC current and may adversely affect
any market for, and the liquidity of, our common stock. As of December 31, 2018 and during prior periods, as disclosed in
our quarterly and annual reports, we do not have an effective system of internal controls which we believe to be adequate to fully
comply with the commonly accepted best practices required by Section 404 of the Sarbanes Oxley Act, however, we are aware of the
material weaknesses which exist and we are planning to remedy them as soon as we have the financial resources to do so. We intend
to invest a portion of the funds raised from this public offering towards those efforts.
Public company
compliance may make it more difficult for us to attract and retain officers and directors.
The Sarbanes-Oxley Act and
new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As
a public company, we expect these rules and regulations to contribute to our compliance costs and to make certain activities more
time consuming and costly. As a public company, we also expect that these rules and regulations may make it difficult and expensive
for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage
or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for us to attract
and retain qualified persons to serve on our board of directors or as executive officers.
Our shares
of common stock are thinly traded, the price may not reflect our value and there is no assurance that there will be an active
market for our shares of common stock either now or in the future.
Our shares of common stock are thinly traded, and the
price, if traded, may not reflect our value. There can be no assurance that there will be an active market for our shares of common
stock either now or in the future. The market liquidity will be dependent on the perception of our operating business and any
steps that our management might take to increase awareness of our Company with investors. We cannot assure that there will be
any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that
reflects the value of the business. If a more active market should develop, the price may be highly volatile. Because there may
be a low price for our shares of common stock, many brokerage firms may not be willing to effect transactions in the securities.
Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage
commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions
will not permit the use of such shares of common stock as collateral for loans.
Our stock
price may be volatile.
The public market trading price of our common stock is likely to be highly volatile, may decline,
and could fluctuate widely in response to various factors, many of which are beyond our control, including the following:
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changes
in our industry;
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competitive
pricing pressures;
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our
ability to obtain working capital financing;
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additions
or departures of key personnel;
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limited
“public float” in the hands of a small number of persons whose sales or lack of sales could result in positive
or negative pricing pressure on the market price for our common stock;
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sales
of our common stock privately or in the public market, by us or by other shareholders;
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our
ability to execute our business plan;
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operating
results that fall below expectations;
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loss
of any strategic relationship;
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adverse
regulatory developments;
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adverse
economic and other external factors;
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additional
dilution of ownership because of the issuance of new securities by us, and period-to-period fluctuations in our financial
condition or operating results.
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In addition, the
securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating
performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our
common stock.
The
one-for-50 reverse stock split could cause our stock price to decline relative to its value before the split.
There
is no assurance that that our one-for-50 reverse split will not cause an actual decline in the value of our outstanding common
stock.
We may not
pay dividends in the future. Any return on investment may be limited to the value of our common stock.
We do not anticipate
paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial
condition, and other business and economic factors affecting us at such time as our board of directors may consider relevant.
Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and contributing
to the growth of the Company. Prospective investors seeking or needing dividend income or liquidity should therefore not purchase
the Shares. If we do not pay dividends, our common stock may be less valuable because a return on investment will only occur if
our stock price appreciates.
Offers or
availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.
If our stockholders sell substantial amounts of our common stock in the public market, or upon the expiration of any statutory
holding period under Rule 144, or issued upon the exercise of outstanding options or warrants, the market price of our common
stock could decline because of or in anticipation of the selling pressure. The existence of anticipated sales, whether or not
sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale
of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.
We will indemnify
and hold harmless our officers and directors to the maximum extent permitted by Nevada law.
Our Bylaws provide that we
will indemnify and hold harmless our officers and directors against claims arising from our activities, to the maximum extent
permitted by Nevada law. If we were called upon to perform under our indemnification agreement, then the portion of our assets
expended for such purpose would reduce the amount otherwise available for our business.
Our Articles
and Bylaws may be amended by the affirmative vote of a majority of our shareholders.
Under the Nevada General Corporations
Law, a corporation’s articles of incorporation may be amended by the affirmative vote of the holders of a majority of the
outstanding shares entitled to vote, and a majority of the outstanding shares of each class entitled to vote as a class, unless
the articles require the vote of a larger percentage of shares. Our Articles of Incorporation, as amended, do not require the
vote of a larger percentage of shares. As permitted under the Nevada General Corporations Law, our Bylaws give our board of directors
the power to adopt, amend, or repeal our Bylaws. Our shareholders entitled to vote have concurrent power to adopt, amend, or repeal
our Bylaws.
Continued
NASDAQ Listing.
If we fail to comply with NASDAQ’s continued listing requirements, our securities could be delisted. If we
were unable to meet these requirements, including but not limited to requirements to obtain shareholder approval of a transaction
other than a public offering involving the sale or issuance equal to 20% or more of our common stock, our common stock could be
delisted from the NASDAQ Capital Market. If our common stock were to be delisted from the NASDAQ Capital Market, our common stock
could continue to trade on the over-the-counter bulletin board or OTC-QB Market following any delisting from the NASDAQ Capital
Market, or on the OTC Pink Sheets. Any such delisting of our common stock could have an adverse effect on the market price of,
and the efficiency of the trading market for, our common stock, not only in terms of the number of shares that can be bought and
sold at a given price, but also through delays in the timing of transactions and less coverage of us by securities analysts, if
any. Also, as we are seeking additional equity capital, it could have an adverse effect on our ability to raise capital in the
public or private equity markets.
Risks Relating to this Offering
Investors
in this offering will experience immediate and substantial dilution in net tangible book value.
The
public offering price will be substantially higher than the net tangible book value per share of our outstanding shares of common
stock. As a result, investors in this offering will incur immediate dilution of $4.48 per share, based on the public
offering price of $6.00 per Unit. Investors in this offering will pay a price per share that substantially exceeds the book value
of our assets after subtracting our liabilities. See “Dilution” for a more complete description of how the value of
your investment will be diluted upon the completion of this offering.
Our stock
price could fall and, for that reason, we could be delisted from the NASDAQ Capital Market.
The NASDAQ Capital Market
requires that the trading price of its listed stocks remain above one dollar in order for the stock to remain listed. If a listed
stock trades below one dollar for more than 30 consecutive trading days, then it is subject to delisting from the NASDAQ Capital
Market.
Broker-dealers
may be discouraged from effecting transactions in shares of our common stock if we are considered to be a penny stock and thus
subject to the penny stock rules.
The Securities and Exchange Commission (the “SEC”) has adopted a number
of rules to regulate “penny stocks” that restricts transactions involving stock which is deemed to be penny stock.
Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). These rules may have the effect of reducing the liquidity of penny stocks.
“Penny stocks” generally are equity securities with a price of less than $5.00 per share (other than securities registered
on certain national securities exchanges or quoted on The NASDAQ Capital Market if current price and volume information with respect
to transactions in such securities is provided by the exchange or system). Our securities have in the past constituted, and may
again in the future constitute, “penny stock” within the meaning of the rules. The additional sales practice and disclosure
requirements imposed upon U.S. broker-dealers may discourage such broker-dealers from effecting transactions in shares of our
common stock, which could severely limit the market liquidity of such shares and impede their sale in the secondary market.
A U.S. broker-dealer
selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual
with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must
make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction
prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the “penny stock” regulations
require the U.S. broker-dealer to deliver, prior to any transaction involving a “penny stock”, a disclosure schedule
prepared in accordance with SEC standards relating to the “penny stock” market, unless the broker-dealer or the transaction
is otherwise exempt. A U.S. broker-dealer is also required to disclose commissions payable to the U.S. broker-dealer and the registered
representative and current quotations for the securities. Finally, a U.S. broker-dealer is required to submit monthly statements
disclosing recent price information with respect to the “penny stock” held in a customer’s account and information
with respect to the limited market in “penny stocks”.
Stockholders should
be aware that, according to the SEC, the market for “penny stocks” has suffered in recent years from patterns of fraud
and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related
to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading
press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections
by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired
level, resulting in investor losses. Our management is aware of the abuses that have occurred historically in the penny stock
market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate
in the market, management will strive within the confines of practical limitations to prevent the described patterns from being
established with respect to our securities.
Warrants
are speculative in nature.
The warrants offered
in this offering do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive
dividends, but rather merely represent the right to acquire shares of our common stock at a fixed price for a limited period of
time. Specifically, commencing on the date of issuance, holders of the warrants may exercise their right to acquire the common
stock and pay an exercise price of $6.30, prior to five years from
the date of issuance, after which date any unexercised warrants will expire and have no further value. Moreover, following this
offering, the market value of the warrants is uncertain and there can be no assurance that the market value of the warrants will
equal or exceed their public offering price. There can be no assurance that the market price of the common stock will ever equal
or exceed the exercise price of the warrants, and consequently, whether it will ever be profitable for holders of the warrants
to exercise the warrants.
Substantial
future sales of shares of our common stock in the public market could cause our stock price to fall.
Shares of our common
stock that we have issued directly or that have been issued upon exercise of warrants or upon the conversion of convertible securities
are or may be covered by registration statements which permit the public sale of stock. Other holders of shares of common
stock that we have issued, including shares issuable upon exchange or conversion of our common stock, may be entitled to dispose
of their shares pursuant to (i) the applicable holding period, volume and other restrictions of Rule 144 or (ii) another exemption
from registration under the Securities Act. The lock-up agreements, which our officers, directors, and principal shareholders
entered into with the Underwriter, expire 180 days after the closing of this offering. Upon the expiration of those lock-up agreements,
the outstanding shares of common stock covered by them become eligible for resale in the open market (subject to Rule 144 volume
limitations applicable to executive officers, directors and 10% or more shareholders), resulting in more shares eligible for sale
and potentially causing selling in the market to increase and our stock price to decline. Additional sales of a substantial number
of our shares of our common stock in the public market, or the perception that sales could occur, could have a material adverse
effect on the price of our common stock. Our securities are quoted on the OTC-QB and there is not now, nor has there been, a significant
market for shares of our common stock. An active trading market for our shares may never develop or be sustained. Any substantial
amounts of our common stock that become available for resale under Rule 144 once a market has developed for our common stock,
or if our common stock becomes listed on the NASDAQ Capital Market and registered for issuance or resale under the Securities
Act, may have an adverse effect on the market price of our securities.
Sales of a substantial
number of shares of our common stock in the public market following this offering could cause the market price of our common stock
to decline. If there are more shares of common stock offered for sale than buyers are willing to purchase, then the market price
of our common stock may decline to a market price at which buyers are willing to purchase the offered shares of common stock and
sellers remain willing to sell the shares. All of the securities issued in the offering will be freely tradable without restriction
or further registration under the Securities Act.
If we
issue additional shares of our stock or other equity securities, existing shareholders will experience dilution in their
ownership of Envision.
We are authorized to issue up to 9,800,000 shares of common stock, par value $0.001 per share,
and 10,000,000 shares of preferred stock, par value $0.001 per share, having such rights, preferences and privileges as are
determined by our board of directors in their discretion after amending the Articles of Incorporation for the reverse stock
split. We have the right to raise additional capital or incur borrowings from third parties to finance our business. The
board of directors has the authority, without the consent of any of the shareholders, to cause us to issue more shares of our
common stock and preferred stock. Consequently, our shareholders may experience more dilution in their ownership of Envision
in the future. We may also issue net profits interests in specified assets of Envision or incur off balance sheet
obligations. The issuance of additional shares of capital stock or net profits interests by us would dilute our
shareholders’ ownership in Envision.
There can
be no assurance that we will be able to comply with other continued listing standards of The NASDAQ Capital Market
. In
addition to the minimum bid price requirement for continuing compliance with Nasdaq listing rules, we cannot assure you that we
will be able to comply with the other standards that we are required to meet in order to maintain a listing of our common stock
and/or warrants on The NASDAQ Capital Market. For example, we may lose an independent director on our Audit Committee after it
is formed, who cannot readily be replaced. Our failure to meet these requirements may result in our common stock and/or warrants
sold in this offering being delisted from The NASDAQ Capital Market, irrespective of our compliance with the minimum bid price
requirement.
Risks Associated with Our Reverse Stock Split
Following
our one-for-50 reverse stock split, we cannot assure you that we will be able to continue to comply with the minimum bid
price requirement of The NASDAQ Capital Market
. There can be no assurance that the market price of our common stock following
the reverse stock split will remain at the level required for continuing compliance with that requirement. It is not uncommon
for the market price of a company’s common stock to decline in the period following a reverse stock split. If the market
price of our common stock declines following the effectuation of the reverse stock split, the percentage decline may be greater
than would occur in the absence of a reverse stock split. In any event, other factors unrelated to the number of shares of our
common stock outstanding, such as negative financial or operational results, could adversely affect the market price of our common
stock and jeopardize our ability to meet or maintain The NASDAQ Capital Market’s minimum bid price requirement.
The reverse
stock split may decrease the liquidity of the shares of our common stock
. The liquidity of the shares of our common stock
may be affected adversely by the reverse stock split given the reduced number of shares that will be outstanding following the
reverse stock split, especially if the market price of our common stock does not increase as a result of the reverse stock split.
In addition, the reverse stock split may increase the number of stockholders who own odd lots (less than 100 shares) of our common
stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater
difficulty effecting such sales.
Following
the reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional
investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common
stock may not improve
. Although we believe that a higher market price of our common stock may help generate greater or
broader investor interest, there can be no assurance that the reverse stock split will result in a share price that will attract
new investors, including institutional investors. In addition, there can be no assurance that the market price of our common stock
will satisfy the investing requirements of those investors. As a result, the trading liquidity of our common stock may not necessarily
improve.
USE
OF PROCEEDS
Our net proceeds from the sale of 2,000,000 units in this offering will be approximately $10,608,066 after deducting
the underwriting discounts and offering expenses payable by us. If the underwriters’ over-allotment
option is exercised in full, our net proceeds will be approximately $12,275,406.
The principal purposes
of this offering are to provide funding to expand our business both domestically and internationally through an increase in our
sales and marketing campaigns, to grow our sales team, to enhance our product development and manufacturing capabilities and efficiencies,
repayment in full of the outstanding principal and interest on the $1,500,000 term loan and $750,000 bridge loan, plus an aggregate
of approximately $319,000 on the outstanding balance of two convertible notes.
The amounts and
timing of our actual expenditures will depend upon numerous factors, including the growth of our sales and marketing activities,
the status of our research and development efforts, the amount of proceeds actually raised in this offering and the amount of
cash generated by our operations. We, therefore, cannot predict the relative allocation of net proceeds that we receive in this
offering and may allocate it differently than indicated on the above table. As a result, management will have broad discretion
over the deployment of the net proceeds from this offering.
DETERMINATION
OF OFFERING PRICE
The offering price
has been negotiated between the representatives of the Underwriter and us. In determining the offering of the common stock, the
following factors were considered:
|
·
|
prevailing
market conditions;
|
|
·
|
our
historical performance and capital structure;
|
|
·
|
estimates
of our business potential and earnings prospects;
|
|
·
|
an
overall assessment of our management; and
|
|
·
|
the
consideration of these factors in relation to market valuation of companies in related businesses.
|
Our common
stock and warrants in this offering listed on The NASDAQ Capital Market under the symbols “EVSI”
and “EVSIW,” respectively. The following table sets forth, for the periods indicated, the high and low closing
sales prices per share of our common stock as reported by the OTC-QB, which was the Company’s trading market prior to
this offering. The prices below reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not
represent actual transactions.
|
|
High
|
|
Low
|
2015
|
|
|
|
|
First Quarter
|
|
$
|
6.50
|
|
|
$
|
5.50
|
|
Second Quarter
|
|
$
|
6.50
|
|
|
$
|
5.50
|
|
Third Quarter
|
|
$
|
10.00
|
|
|
$
|
5.00
|
|
Fourth Quarter
|
|
$
|
8.00
|
|
|
$
|
5.50
|
|
2016
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
9.50
|
|
|
$
|
5.50
|
|
Second Quarter
|
|
$
|
9.00
|
|
|
$
|
7.00
|
|
Third Quarter
|
|
$
|
9.00
|
|
|
$
|
7.00
|
|
Fourth Quarter
|
|
$
|
9.00
|
|
|
$
|
7.00
|
|
2017
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
8.00
|
|
|
$
|
6.50
|
|
Second Quarter
|
|
$
|
8.00
|
|
|
$
|
4.50
|
|
Third Quarter
|
|
$
|
8.00
|
|
|
$
|
5.00
|
|
Fourth Quarter
|
|
$
|
10.00
|
|
|
$
|
7.00
|
|
2018
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
21.00
|
|
|
$
|
7.50
|
|
Second Quarter
|
|
$
|
17.50
|
|
|
$
|
12.00
|
|
Third Quarter
|
|
$
|
11.00
|
|
|
$
|
9.50
|
|
Fourth Quarter
|
|
$
|
12.00
|
|
|
$
|
8.00
|
|
2019
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
11.00
|
|
|
$
|
9.00
|
|
Second Quarter
|
|
$
|
7.50
|
*
|
|
$
|
9.50
|
*
|
*Through
April 3, 2019
DIVIDEND POLICY
We do not intend
to pay cash dividends on our common stock in the foreseeable future. We expect to retain future earnings, if any, for reinvestment
in our business. We will not be permitted to pay dividends on our common stock unless all dividends on any preferred stock that
may be issued have been paid in full. We currently do not have any plans to issue preferred stock. Moreover, any credit agreements
which we may enter into may restrict our ability to pay dividends. The payment of dividends in the future will be subject to the
discretion of our board of directors and will depend, among other things, on our financial condition, results of operations, cash
requirements, future prospects and any other factors our board of directors deems relevant.
CAPITALIZATION
The following table
sets forth (i) our historical capitalization as of December 31, 2018 and (ii) our adjusted capitalization on a pro forma basis
assuming the offering was effective on December 31, 2018. The table below should be read in conjunction with “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”, and our historical consolidated financial statements
and the notes thereto included elsewhere in this prospectus.
|
|
At December 31, 2018
|
|
|
|
As Reported
|
|
|
Pro Forma
(Unaudited)
|
|
|
|
|
|
|
|
|
Long Term Debt
|
|
$
|
286,528
|
|
|
$
|
186,528
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity (Deficit):
|
|
|
|
|
|
|
|
|
Preferred stock; $0.001 par value; 10,000,000 shares
authorized (1); 0 shares issued and outstanding as reported, 0 pro forma
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value; 490,000,000 shares authorized
(1), 9,800,000 authorized reflecting the reverse stock split; 145,331,495 shares issued and outstanding as reported,
2,906,630 reflecting the reverse stock split(2), 4,906,630 pro forma (2)
|
|
|
145,331
|
|
|
|
4,907
|
|
|
|
|
|
|
|
|
|
|
Additional paid in capital
|
|
|
39,249,649
|
|
|
|
49,998,139
|
(3)
|
|
|
|
|
|
|
|
|
|
Accumulated (deficit)
|
|
|
(41,875,659
|
)
|
|
|
(42,396,355
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders’ equity (deficit)
|
|
$
|
(2,480,679
|
)
|
|
$
|
7,606,691
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt and stockholders’ equity (deficit)
|
|
$
|
( 2,194,151
|
)
|
|
$
|
7,793,219
|
|
_________________________
|
(1)
|
Does not reflect the one-for-50 reverse stock
split.
|
|
(2)
|
Reflects the one-for-50 reverse stock split.
|
|
(3)
|
Assumes deduction of $1,391,934 for the approximate costs of selling and distributing
the units, including without limitation selling commissions.
|
DILUTION
If you invest in
our common stock in this offering, you will experience dilution to the extent of the difference between the initial public offering
price per share and the pro forma, as adjusted, net tangible book value per share of common stock after this offering.
The share and per
share figures in this section are adjusted to reflect our one-for-50 reverse stock split. As of
December
31, 2018, we had a negative net tangible book value of ($2,612,304), or ($0.90) per share. The net tangible book value per share
of common stock is determined by subtracting total liabilities from the total book value of the tangible assets and dividing the
difference by the number of shares of common stock deemed to be outstanding on the date the book value is determined. The pro
forma net tangible book value per share of common stock is determined by subtracting total pro forma liabilities from the total
pro forma tangible assets and dividing the difference by the pro forma number of shares of our common stock deemed to be outstanding
on the date the tangible book value is determined. After giving effect to the sale of 2,000,000 shares of units offered by us
in this offering at an offering price of $6.00 per unit and the application of the approximate net proceeds from this offering,
our pro forma as adjusted net tangible book value as of December 31, 2018 would have been $7,475,066 or $1.52 per share. This
represents an immediate increase in pro forma net tangible book value to existing stockholders of $2.42 per share and an immediate
dilution to new investors of $4.48 per share. The following table illustrates this per share dilution to new investors purchasing
our common stock in this offering.
Offering price per share
|
|
$
|
6.00
|
|
Net tangible book value per share as of December 31, 2018
|
|
|
(0.90
|
)
|
Increase per share attributable to new investors
|
|
|
2.42
|
|
Pro forma, as adjusted, net tangible book value per share after the offering
|
|
|
1.52
|
|
Dilution per share to new investors
|
|
$
|
4.48
|
|
If the underwriters
exercise in full their option to purchase additional shares of our common stock in this offering, the pro forma net tangible book
value per share after the offering would be $1.76 per share, the increase in pro forma net tangible book value per share to existing
stockholders would be $2.66 per share and the dilution to new investors purchasing shares in this offering would be $4.24 per
share.
The following table
sets forth on an unaudited pro forma as adjusted basis, as of December 31, 2018, the difference between the total consideration
paid and the average price per share paid by existing stockholders and by the new investors purchasing shares in this offering,
before deducting underwriting discounts and estimated offering expenses payable by us:
|
|
Shares Purchased
|
|
|
Total Consideration
|
|
|
Average Price Per
|
|
|
|
Number
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
|
Share
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
Existing stockholders (1)
|
|
|
2,906,630
|
|
|
|
59%
|
|
|
$
|
39,395
|
|
|
|
77%
|
|
|
$
|
13.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New investors
|
|
|
2,000,000
|
|
|
|
41%
|
|
|
$
|
12,000
|
|
|
|
23%
|
|
|
$
|
6.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
4,906,630
|
|
|
|
100%
|
|
|
$
|
51,395
|
|
|
|
100%
|
|
|
$
|
10.47
|
|
_________________________________
|
(1)
|
Reflects the
one-for-50 reverse stock split.
|
Except as noted,
the foregoing discussion and tables assume no exercise of any stock options or warrants and no issuance of shares reserved
for future issuance under our equity plans. It also does not reflect the potential sale of up to 300,000 additional shares of
our common stock currently reserved as over allotment shares which may be purchased in this offering at the discretion of
the underwriters. As of December 31, 2018, there were stock options outstanding to purchase 296,411 shares of our common
stock at a weighted average exercise price of $11.50 per share and warrants outstanding to purchase 134,359 shares of our
common stock at a weighted average exercise price of $8.50 per share, adjusted to reflect the one-for-50 reverse stock
split. To the extent that any of these options or warrants are exercised, your investment will be further diluted. In
addition, we may grant more options or warrants in the future, which will cause further dilution to your investment.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report contains
forward-looking statements that are based on current expectations, estimates, forecasts, and projections about us, the industry
in which we operate and other matters, as well as management's beliefs and assumptions and other statements regarding matters
that are not historical facts. These statements include, in particular, statements about our plans, strategies and prospects.
For example, when we use words such as “projects,” “expects,” “anticipates,” “intends,”
“plans,” “believe,” “seeks,” “estimates,” “should,” “would,”
“could,” “will,” “opportunity,” “potential” or “may,” and variations
of such words or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 (Securities Act) and Section 21E of the Securities Exchange Act of 1934,
as amended (Exchange Act).
These forward-looking
statements are subject to numerous assumptions, risks and uncertainties that may cause the Company’s actual results to be
materially different from any future results expressed or implied by the Company in those statements. The most important factors
that could prevent the Company from achieving its stated goals include, but are not limited to, the following:
|
(a)
|
volatility
or decline of the Company’s stock price, or absence of stock price appreciation;
|
|
(b)
|
potential
fluctuation in quarterly results;
|
|
(c)
|
failure
of the Company to earn revenues or profits;
|
|
(d)
|
inadequate
capital to continue or expand its business, and inability to raise additional capital or financing to implement its business
plans;
|
|
(e)
|
unavailability
of capital or financing to prospective customers of the Company to enable them to purchase products and services from the
Company;
|
|
(f)
|
failure
to commercialize the Company’s technology or to make sales;
|
|
(g)
|
reductions
in demand for the Company’s products and services, whether because of competition, general industry conditions, loss
of tax incentives for solar power, technological obsolescence or other reasons;
|
|
(h)
|
rapid
and significant changes in markets;
|
|
(i)
|
inability
of the Company to pay its liabilities, including without limitation its loans from lenders;
|
|
(j)
|
litigation
with or legal claims and allegations by outside parties;
|
|
(k)
|
insufficient
revenues to cover operating costs, resulting in persistent losses;
|
|
(l)
|
potential
dilution of the ownership of existing shareholders in the Company due to the issuance of new securities by the Company in
the future; and
|
|
(m)
|
Rapid
and significant changes to costs of raw materials from government tariffs or other market factors.
|
There is no assurance
that the Company will be profitable. The Company may not be able to successfully develop, manage, or market its products and services.
The Company may not be able to attract or retain qualified executives and other personnel. Intense competition may suppress the
prices that the Company can charge for its products and services, hindering profitability or causing losses. The Company may not
be able to obtain customers for its products or services. Government regulation may hinder the Company’s business. Additional
dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the
exercise of outstanding warrants and stock options. The Company is exposed to other risks inherent in its business.
Because the statements
are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking
statements. The Company cautions you not to place undue reliance on the statements, which speak only as of the date of this Prospectus.
The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written
or oral forward-looking statements that the Company or persons acting on its behalf may issue. The Company does not undertake
any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking
statements to reflect events or circumstances after the date of this Prospectus, or to reflect the occurrence of unanticipated
events.
OVERVIEW:
Envision invents,
designs, engineers, manufactures and sells solar powered products and proprietary technology solutions serving three markets that
are experiencing annual global spending in the billions of dollars and that are experiencing significant growth:
|
·
|
electric vehicle
charging infrastructure;
|
|
|
|
|
·
|
out of home advertising
platforms; and
|
|
|
|
|
·
|
energy security
and disaster preparedness.
|
The Company focuses
on creating renewably energized, high-quality products for electric vehicle (“EV”) charging, outdoor media and branding,
and energy security that are rapidly deployable and attractively designed.
We currently produce
four categories of products: the EV ARC™ (Electric Vehicle Autonomous Renewable Charger) the Solar Tree®, the EV-Standard™
product and the UAV ARC™ drone charging product. We have patent applications pending and issued patents directed to these
product categories. The product categories include products in late stage product development and engineering. All four product
lines incorporate the same underlying technology and value, having a built-in renewable energy source in the form of attached
solar panels and/or light wind generator, along with battery storage. The EV ARC™ product is a permanent solution in a transportable
format and the Solar Tree® product is a permanent solution in a fixed format. The EV-Standard™ is also fixed, but uses
an existing streetlamp’s foundation and grid connection. The UAV ARC™ is a permanent solution in a transportable format
and will be used to charge drone (UAV) fleets. Envision’s EV charging solutions for electric vehicles and aerial drones
can, or in the case of drone charging currently under development, are expected to, produce, deliver, and store power without
the time and expense of having to be connected to the utility grid. See “Products and Technologies” in the business
section for more details on these products and technologies.
We believe that there
is a clear need for a rapidly deployable and highly scalable EV charging infrastructure, and that our products fulfill that requirement.
We are agnostic as to the EV charging service equipment (“EVSE”) and integrate best of breed solutions based upon
our customer’s requirements. For example, our EV ARC™ and Solar Tree® products have been deployed with Chargepoint,
Blink, Juice Box, Bosch, AeroVironment and other high quality EV charging solutions. We can make recommendations to customers
or we can comply with their specifications and/or existing charger networks. Our products replace the infrastructure required
to support EV chargers, not the chargers themselves. We do not sell EV charging, rather we sell products which enable it.
We believe our chief
differentiators are:
|
·
|
our ability to invent,
design, engineer, and manufacture solar powered products which dramatically reduce the cost, time and complexity of the installation
and operation of EV charging infrastructure and outdoor media platforms when compared to traditional, utility grid tied alternatives;
|
|
|
|
|
·
|
our products’
capability to operate during grid outages and to provide a source of emergency power rather than becoming inoperable during
times of emergency or other grid interruptions; and
|
|
|
|
|
·
|
our ability to create
new and patentable inventions which are marketable and a complex integration of our own proprietary technology and parts,
with other commonly available engineered components, creating a further barrier to entry for our competition.
|
Historically, we have
earned revenue primarily from the sale of EV ARCs™ to large private companies, such as Google, Genentech, and Johnson &
Johnson, and government agencies such as the City of New York and the State of California. Our contract with the State of California
was recently renewed for two more years, with two more one-year options (i.e. a total potential of four years). The scope of the
contract was expanded to include more of our products and to have a State estimated value of over $20 million. On September
10, 2018, the Company received a new $3,300,000 order from the City of New York for 50 EV ARC™ units for delivery in the
fourth quarter of 2018 and the first half of 2019. The Company’s total contracted backlog as of December 31, 2018 is approximately
$4.4M. We have yet to launch our outdoor media advertising service other than signing our agreement with Outfront Media in
November 2017, and developing our revenue model in discussions with it. Revenue from this business is expected from potential
sponsors and from advertisers willing to pay fees to us or to our media partners to display their brands, messages and advertisements
on the surfaces of our products or on outdoor digital or static screens mounted on our EV charging solutions. Our energy security
business is connected with the deployment of our EV chargers and serves as an additional benefit to the value proposition of our
charging products. Our onboard state-of-the-art storage batteries installed on our EV chargers provide another reason for certain
customers such as municipalities, counties, states, the Federal government, hospitals, fire departments, large private enterprises
with substantial facilities, and vehicle fleet operators, to buy our products.
We currently do not
plan to charge separately for the energy storage capability, which is generally standard on all of our products. For an additional
fee, we offer extra storage batteries on particular charging stations.
Our current list of
products includes:
|
1.
|
EV ARC™ Electric
Vehicle Autonomous Renewable Charger (patented).
|
|
|
|
|
2.
|
Transformer EV ARC™
Stowable Electric Vehicle Autonomous Renewable Charger (patented).
|
|
|
|
|
3.
|
EV ARC™ HP
DC Fast Charging Electric Vehicle Autonomous Renewable Charger.
|
|
|
|
|
4.
|
EV ARC™ Media
Electric Vehicle Autonomous Renewable Charger with advertising screen and or branding/messaging.
|
|
|
|
|
5.
|
EV ARC™ Autonomous
Renewable Motorcycle Charger.
|
|
|
|
|
6.
|
EV ARC™ Autonomous
Renewable Bicycle Charger.
|
|
|
|
|
7.
|
ARC Mobility™
Transportation System.
|
|
|
|
|
8.
|
The Solar Tree®
DCFC product, a single-column mounted smart generation and energy storage system with the capability to provide a 50kW DC
fast charge to one or more electric vehicles (patented).
|
The EV Standard™
and UAV ARC™ are currently in the development and patenting phase of their product evolution.
Our current products
can be upgraded with the addition of the following:
|
1.
|
EnvisionTrak™
sun tracking technology (patented),
|
|
2.
|
Data capture and
management (IoT),
|
|
3.
|
SunCharge™
solar powered EV charging,
|
|
4.
|
ARC™ technology
energy storage,
|
|
5.
|
E-Power emergency
power panels,
|
|
6.
|
LED lighting,
|
|
7.
|
Media and branding
screens, and
|
|
8.
|
Security cameras,
WiFi, sound, and emergency call boxes.
|
The shares and per share figures in the rest of
this Management’s Discussion and Analysis of Financial Condition and Results of Operations are not yet adjusted
to reflect the one-for-50 reverse split of our authorized, issued and outstanding shares of common stock.
Critical Accounting Policies
Please refer to
Note 1 in the consolidated financial statements for further information on the Company’s critical accounting policies which
are summarized as follows:
Use of Estimates.
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in
the United States of America 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 consolidated financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates in the accompanying consolidated financial statements include the allowance for doubtful accounts receivable,
valuation of inventory and standard cost allocations, depreciable lives of property and equipment, estimates of loss contingencies,
valuation of beneficial conversion features in convertible debt, valuation of share-based payments, and the valuation allowance
on deferred tax assets.
Accounts Receivable.
Accounts receivable are customer obligations due under normal trade terms. Management reviews accounts receivable on a periodic
basis to determine if any receivables may become uncollectible. Management’s evaluation includes several factors including
the aging of the accounts receivable balances, a review of significant past due accounts, dialogue with the customer, the financial
profile of a customer, our historical write-off experience, net of recoveries, and economic conditions. The Company includes any
accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. Further,
the Company may record a general reserve in its allowance for doubtful accounts to account for future changes that may negatively
impact our overall collections. After all attempts to collect a receivable have failed, the receivable is written off against
the allowance.
Inventory.
Inventory
is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method of accounting.
Inventory costs primarily relate to purchased raw materials and components used in the manufacturing of our products, work in
process for products being manufactured, and finished goods. Included in these costs are direct labor and certain manufacturing
overhead costs associated with the manufacturing process. The Company regularly reviews inventory components and quantities on
hand, and performs annual physical inventory counts. A reserve is established if this review process determines the net realizable
value of such inventory may be below the carrying value.
Impairment of Long-lived
Assets.
The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35-15 “Impairment
or Disposal of Long-Lived Assets.” This guidance requires that long-lived assets and certain identifiable intangibles be
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted
net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized
is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less costs to sell.
Accounting for
Derivatives
. The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those
contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815,
“Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative
is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as
a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion
of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records
the shares at fair value, relieves all related notes, derivatives, and debt discounts, and recognizes a net gain or loss on extinguishment.
Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified
to liabilities at the fair value of the instrument on the reclassification date.
Revenue and
Cost Recognition.
On January 1, 2018, Envision adopted the revenue standards of Financial Accounting Standards Board Update
No. 2014-09: “Revenue from Contracts with Customers (Topic 606).” The core principle of this Topic is that an entity
recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized in accordance with that
core principle by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations
in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5)
recognize revenue when (or as) we satisfy a performance obligation.
Revenues are primarily
derived from the direct sales of manufactured products. Revenues may also consist of maintenance fees for the maintenance of previously
sold products, and revenues from sales of professional services.
Revenues from inventoried
product sales are recognized upon the final delivery of such product to the customer or when legal transfer of ownership takes
place. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The
customer is typically obligated to make payment for such products within a 30-45 day period after delivery.
Revenues from maintenance
fees are recognized equally over the period of the maintenance term. Revenue values are fixed price arrangements determined at
the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for the service
in advance of the maintenance period.
Revenues from professional
services are recognized as services are performed. Revenue values are based upon fixed fee arrangements or hourly fee-based arrangements
with agreed to hourly rates of service categories in line with expertise requirements. These services are billed to a customer
as such services are provided and the customer will be obligated to make payments for such services typically within a 30-45
day period.
The Company includes
shipping and handling fees billed to customers as revenues, and shipping and handling costs as cost of revenues.
Any deposits received
from a customer prior to delivery of the purchased product or monies paid to us prior to the period for which a service is provided
are accounted for as deferred revenue on the balance sheet.
Sales tax is recorded
on a net basis and excluded from revenue.
The Company generally
provides a one year warranty on its products for materials and workmanship but may provide multiple year warranties as negotiated,
and will pass on the warranties from its vendors, if any, which generally covers this one year period. In accordance with ASC
450-20-25, the Company accrues for product warranties when the loss is probable and can be reasonably estimated. At December
31, 2018, the Company has no product warranty accrual given the Company’s de minimis historical financial warranty experience.
Cost of Revenues.
The Company records direct material and component costs, direct labor and associated benefits, and manufacturing overhead
costs such as supervision, manufacturing equipment depreciation, rent, and utility costs, all of which are included in inventory
prior to a sale, as costs of revenues. The Company further includes shipping and handling fees billed to customers as revenues,
and shipping and handling costs as cost of revenues.
Changes in Accounting
Principles
. Other than the adoption of ASC 606 “Revenues from Contracts with Customers” there were no significant
changes in accounting principles that were adopted during the year ended December 31, 2018.
Results of Operations
Results of Operations for the
Year Ended December 31, 2018 Compared to the Year Ended December 31, 2017
Revenue.
For
the year ended December 31, 2018, our revenues were $6,162,402 compared to $1,412,042 for the same period in 2017, a 336% increase.
Revenues for the period ended December 31, 2018 were derived primarily from sale and delivery of 90 EVARC™ units. Revenues
in the period ended December 31, 2017 were derived from the sale and delivery of twenty EVARC™ units, seven of which were
ordered via our State of California contract and four of which were ordered via our New York City contract.
Gross Profit.
For the year ended December 31, 2018, we had a gross loss of $192,100 compared to a gross loss of $472,751 for the same period
in 2017, a 59% improvement. The decrease in the gross loss in the year ended December 31, 2018 compared to the year ended December
31, 2017 is related to increased production and delivery volumes. Although we have gross profits on certain sales of our EVARC™
units, more generally in these earlier stages of the production evolution for the EV ARC™ with lower overall production
volumes, we determined that the appropriate selling price point, based on the market, was lower than the actual total direct and
indirect costs of production. For our EV ARC™ product, direct labor and material costs are lower than the selling price
at the individual product level, however, when all of our overhead cost allocations such as rent, indirect labor, and other allocated
general overhead costs are spread across the lower volume of units we produce to date, we have recognized gross losses on sales
rather than gross profits. We continually endeavor to make production improvements in both our products and our processes to reduce
our manufacturing costs while maintaining the high quality for which we strive. As unit sales continue to increase and become
sufficient to overcome overhead costs shared amongst all of our production, and we trend toward reducing our cost base through
improved economies of scale, production process improvements, and component cost reductions, management believes that gross profits
can be realized and maintained. Additionally, during 2018, the Company recorded approximately $72,000 of additional loss contingency
related to the purchase order issued from the City of New York.
Operating Expenses.
Total operating expenses were $2,337,446 for the year ended December 31, 2018 compared to $2,227,645 for the same period in
2017, a 5% increase. During the year ended December 31, 2018 as compared to the year ended December 31, 2017: general labor increased
approximately $50,000 primarily due to some modest pay increases along with an increase in our accrued payroll expenses; sales
costs increased by approximately $115,000 primarily as a result of increased commissions associated with our increased revenues
and due to increased costs of software tools used by our sales team; stock option expense decreased by approximately $110,000
due to the full vesting of past issued grants in 2017; director fees increased approximately $125,000 due to stock awards issued
or earned during 2018; we had an increase in marketing related costs of approximately $30,000 due to increased direct marketing
activities; and experienced a decrease of approximately $90,000 in financial advisory consulting expenses.
Provision for Taxes.
Our tax expense for the year ended December 31, 2017 related to charges for the California Franchise Tax Board based on the
minimum tax due to the state for each year. We did not incur any federal tax liability for the years ended December 31, 2018 or
December 31, 2017 because we incurred operating losses in these periods.
Interest Expense.
Interest expense was $1,089,223 for the year ended December 31, 2018 compared to $474,601 for the same period in 2017, a 130%
increase. Coupon type interest on outstanding debt including the purchase order financing loan and term refinancing loan incurred
in 2017, amounted to approximately $225,000 in 2018 compared to $142,000 in 2017, a 58% increase. Additional interest expense
of $861,782 in 2018 and $271,098 in 2017, a 218% increase, primarily resulted from the amortization of debt discounts associated
with the beneficial conversion features and warrants issued as a part of our debt facilities.
Gain on Debt
Settlement.
For the year ended December 31, 2018, we had no gain on debt settlement compared to a gain on debt settlement
of $25,524 for the same period in 2017. The majority of the gain on debt settlement in 2017 resulted from the favorable discharge
of a note payable settled in the period.
Gain on Debt
Extinguishment:
For the year ended December 31, 2018, we had no gain on debt extinguishment compared to a gain on debt extinguishment
of $107,081 for the same period in 2017. The amounts represent the change in fair value of the embedded conversion option attached
to an original Gemini Master Fund note. This note was settled during 2017 resulting in the gain on debt extinguishment according
to our accounting policy and there was no such liability at December 31, 2017.
Net Loss.
We
generated net losses of $3,598,780 for the year ended December 31, 2018, compared to a net loss of $3,041,430 for the same period
in 2017, a 18% increase. The major components of these losses, and the changes of such between years, are discussed in the above
paragraphs.
Liquidity and Capital Resources
At December 31,
2018, we had cash of $244,024. We have historically met our cash needs through a combination of proceeds from private placements
of our securities, and from loans. Our cash requirements are generally for operating activities.
Our operating activities
resulted in cash used in operations of $712,456 for the year ended December 31, 2018, compared to cash used in operations of $3,437,312
for the year ended December 31, 2017. The primary driver of the 2018 net cash used in operations included the net loss of $3,598,780
we experienced in the period offset by various net changes in balance sheet items and other non-cash items recorded in such loss.
In 2018, we had non-cash charges consisting of $237,500 of stock issued for director services, $111,572 primarily related to the
granting of stock options in 2018, $861,782 related to the amortization of debt discount and $62,839 of depreciation and amortization
expenses. Notable balance sheet account changes effecting cash used in operations include an increase in accounts receivable of
$1,284,756 related to the sale and delivery of EVARC™ units during the month of December; and increase in prepaid expenses
of $230,669 related to deposits made to acquire materials; a decrease in inventory of $1,241,040 which was a result from the sale
and delivery of approximately 30 EVARC™ units that were built as of December 31, 2017 but not delivered until 2018; a decrease
in deposits of $51,047 primarily related to our facility lease; an increase in accounts payable amounting to $881,567 primarily
related to materials purchased for product builds; an increase in accrued expenses of $162,246 including increases in accrued
interest and accrued vacation; an increase of $50,000 of deferred salary of our chief executive officer; and increase of $758,271
of deferred revenue from progress payments received from our customer of our first EV ARC™ HP DC Fast Charging Electric
Vehicle Autonomous Renewable Chargers.
Cash used in investing
activities during the year ended December 31, 2018 was $32,282, compared to $26,365 during the same period in 2017. In 2018, $23,470
was used to purchase certain manufacturing equipment. In 2017, the majority of cash was used to purchase certain equipment
to assist in the physical movement of our product through production and to final delivery. Additionally, in 2018 and 2017 respectively,
the Company incurred $59,079 and $2,470 to fund patent costs.
Cash received in
our financing activities was $585,287 for the year ended December 31, 2018, compared to cash received of $3,858,584 during the
same period in 2017. In 2018, a net of $278,000 is attributable to the sale of common stock in private placements while we borrowed
$750,000 on a note payable and made principal payments amounting to $212,685 on other debt instruments. The Company also funded
$195,028 of deferred equity offering costs related to this public offering. In 2017, $2,291,400 was attributable
to the sale of common stock in private placements, less offering costs for such period. Additionally, in 2017, the Company borrowed
$1,650,000 net of repayments of $1,000,000 on various debt instruments and further made principal payments of $60,533 on certain
other debt instruments.
Current assets
increased to $2,921,763 at December 31, 2018 from $2,784,595 at December 31, 2017 while current liabilities increased to $5,681,343
at December 31, 2018 from $3,571,216 at December 31, 2017. As a result, our working capital deficit increased to $2,759,580 at
December 31, 2018 from $786,621 at December 31, 2017.
As of December
31, 2018, the Company had $2,862,940 in short term borrowings net of unamortized debt discounts of $520,696 with an additional
$286,528 in long term borrowings. All of our borrowings incur interest rates between 6.0% and 10% per annum. Payments on the Company’s
borrowings will restrict cash used for operations during 2019. Two of the short term borrowing arrangements, from the same lender,
are secured by substantially all the assets of the Company.
While the Company
has been attempting to grow market awareness and focusing on the generation of sales to bring our product into the marketplace,
the Company has not generally earned an overall gross profit on its sales of products and services. It has been pricing
its products and services in an attempt to forge durable long-term customer relationships, to gain market share, and to establish
its brand. Management believes that with increased production volumes that we believe are forthcoming, efficiencies will
continue to improve, and total per unit production costs will decrease, thus allowing for consistent gross profits on the EV ARC
™ product as we move forward. The Company will continue to rely on capital infusions from the private or public placement
of its securities as well as initiating future debt instruments until it achieves positive cash flow from its business, which
is predicated on increasing sales volumes and the continuation of production cost reduction measures. Management cannot currently
predict when or if it will achieve positive cash flow.
Management believes
that evolution in the operations of the Company may allow it to execute on its strategic plan and enable it to experience profitable
growth in the future. This evolution is anticipated to include the following continual steps: addition of sales personnel and
independent sales channels, continued management of overhead costs, process improvements and vendor negotiations leading to cost
reductions, increased public awareness of the Company and its products, and the maturation of certain long sales cycle opportunities.
Management believes that these steps, if successful, may enable the Company to generate sufficient revenue and raise additional
growth capital to allow the Company to manage its debt burden appropriately and to continue operations. There is no assurance,
however, as to if or when the Company will be able to achieve those investment and operating objectives. The Company does not
have sufficient capital to meet its current cash needs, which include the costs of compliance with the continuing reporting requirements
of the Securities Exchange Act of 1934, as amended. The Company is also in the process of seeking additional capital and long
and short-term debt financing to attempt to overcome its working capital deficiencies. The Company is currently seeking financing,
but there is no assurance that the Company can raise sufficient capital or obtain sufficient financing to enable it to sustain
monthly operations. The Company will attempt to renegotiate the maturity dates of its current debt financings as needed and as
it has done successfully in the past, but there is no assurance that these efforts will be successful. In order to address its
working capital deficit, the Company is also seeking to increase sales of its existing products and services. There may not be
sufficient funds available to the Company to enable it to remain in business and the Company’s needs for additional financing
are likely to persist.
Contractual Obligations
Please refer to
Note 13 in the consolidated financial statements for further information on the Company’s contractual obligations.
Going Concern Qualification
As reflected in
the accompanying consolidated financial statements for the year ended December 31, 2018, the Company had a net loss and net cash
used in operating activities of $3,598,780 and $712,456, respectively. Additionally, at December 31, 2018, the Company had a working
capital deficit of $2,759,580, an accumulated deficit of $41,875,659 and a stockholders’ deficit of $2,480,679. It is management’s
opinion that these factors raise substantial doubt about the Company’s ability to continue as a going concern for a period
of twelve months from the issuance date of this report.
The Company has
incurred significant losses from operations, and such losses are expected to continue although we believe such losses will decline
as we progress. In addition, the Company has limited working capital. In the upcoming months, management's plans include seeking
additional operating and working capital through a combination of financings. There is no guarantee that additional capital or
debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to the
Company. Further, the Company continues to seek sales contracts for new product sales that should provide additional revenues
and gross profits. Additionally, Envision intends to refinance our various debt instruments as they become due. All such actions
and funds, if successful, may not be sufficient to cover monthly operating expenses or meet minimum payments with respect to the
Company’s liabilities over the next twelve months.
The Company’s
Independent Registered Public Accounting Firm has included a “Going Concern Qualification” in their report for the
years ended December 31, 2018 and 2017. The consolidated financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern. Management’s assessment of the going concern risk and the
“Going Concern Qualification” might make it substantially more difficult to raise capital.
Off-Balance Sheet Arrangements
We do not have any
off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources,
that are material to investors.
Evaluation of Disclosure Controls
and Procedures
Our management
is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information
required to be disclosed in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded,
processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission
(the “SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on
the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and
evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily
was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
At the end of the
period covered by our 2018 Annual Report, filed on a Form 10-K filed with the SEC on March 20, 2019, we conducted an evaluation,
under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing,
our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2018, the disclosure controls and procedures
of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded,
processed, summarized and reported on a timely basis.
Management’s Report on Internal
Control Over Financial Reporting
Our management
is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in
Exchange Act Rule 13a-15(f). The design of any system of controls is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote. All internal control systems, no matter how well designed, have inherent limitations.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
We conducted an
evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our internal controls over financial reporting as of December 31, 2018. Based on this assessment, management
believes that, as of December 31, 2018, we did not maintain effective controls over the financial reporting control environment.
Specifically, although not comprehensively, the Board of Directors did not at that time have a director who qualified as an Audit
Committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. On August 22, 2018, the Company appointed a new
independent director who qualifies to be the Chairman of our Audit Committee, eliminating one of our elements of material weakness.
Further, because of the limited size of our administrative support staff, and due to the financial constraints on the Company,
among other reasons, management has not been able to develop or implement controls related to the segregation of duties for purposes
of financial reporting, nor have certain IT controls been developed and implemented.
Because of the
material weaknesses, management has concluded that we did not maintain effective internal control over financial reporting as
of December 31, 2018, based on the criteria established in the “Internal Integrated Framework” issued by COSO in 2013.
No Attestation Report by Independent
Registered Accountant
The effectiveness
of our internal control over financial reporting as of December 31, 2018 has not been audited by our independent registered public
accounting firm by virtue of our exemption from such requirement as a smaller reporting company.
Changes in Internal Controls Over Financial
Reporting
There were no changes
in internal controls over financial reporting that occurred during the period covered by our 2018 Annual Report, filed on a Form
10-K filed with the SEC on March 20, 2019, which have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting. There were no changes in internal controls over financial reporting that occurred
during the year ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting. The recent appointment of our new independent director who qualifies as an audit committee financial
expert is expected to enable us to progress toward eliminating our material weakness.
Corrective Action
The Company will
look to improve its internal control over financial reporting and its disclosure controls and procedures by adding administrative
support staff and overcoming the financial constraints of the Company to invest in these areas. Management hopes to also make
future investments in the continuing education of our accounting and financial staff. Improvements in our disclosure
controls and procedures and in our internal control over financial reporting will, however, depend on our ability to add additional
resources to provide more internal checks and balances. We are already progressing towards achieving these goals and believe
we will be able to accomplish all of them following the successful completion of this offering, and/or our sales and cash flow
continue to grow, thereby improving our financial condition. We recently increased our board size from three to four members by
adding another independent director who also serves as the Chairman of our Audit Committee. Additionally, we plan to add finance
and accounting staff as we have additional financial resources to do so. Those additional human resources will allow us to
ensure the necessary segregation of duties for purposes of financial reporting, and to introduce and implement certain IT controls
which we believe necessary for sufficient controls to be in place.
BUSINESS
General
Envision is a sustainable
technology innovation company based in San Diego, California.
Focusing on what we refer to as “Solar
3.0,” we invent, design, engineer, manufacture and sell solar powered products that enable vital and highly valuable services
in locations where it is either too expensive or too impactful to connect to the utility grid, or where the requirements for electrical
power are so important that grid failures, like blackouts, are intolerable. When competing with utilities or typical solar companies,
we rely on our products’ deployability, reliability, accessibility, and total cost of ownership, rather than simply producing
the cheapest kilowatt hour with the help of subsidies as most competing solar companies do.
Envision’s
solar powered products and proprietary technology solutions target three markets that are experiencing significant growth and
annual global spending in the billions of dollars:
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electric vehicle
charging infrastructure;
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out of home advertising
platforms; and
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energy security
and disaster preparedness.
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The Company focuses
on creating renewably energized, high-quality products for electric vehicle (“EV”) and drone charging, outdoor media
and branding, and energy security that are rapidly deployable and attractively designed.
We currently produce
two categories of products: the patented EV ARC™ (Electric Vehicle Autonomous Renewable Charger) and the patented Solar
Tree®. We have recently submitted third and fourth product categories, the EV-Standard™ product and the UAV ARC™
drone charging product, for patent approval. They are patent pending and in late stage product development and engineering. All
four product lines incorporate the same underlying technology and value, having a built-in renewable energy source in the form
of attached solar panels and/or light wind generator, along with battery storage. The EV ARC™ product is a permanent solution
in a transportable format and the Solar Tree® product is a permanent solution in a fixed format. The EV-Standard™ is
also fixed but uses an existing streetlamp’s foundation and grid connection. The UAV ARC™ is a permanent solution
in a transportable format and will be used to charge drone (UAV) fleets. See the ‘Products and Technologies’ component
of this business section for more details on these products and technologies.
We believe that
there is a clear need for a rapidly deployable and highly scalable EV charging infrastructure, and that our EV ARC™ and
Solar Tree™ products fulfill that requirement. We are agnostic as to the EV charging service equipment (“EVSE”)
and integrate best of breed solutions based upon our customer’s requirements. For example, our EV ARC™ products have
been deployed with Chargepoint, Blink, Juice Box, Bosch, AeroVironment and other high quality EV charging solutions. We can make
recommendations to customers or we can comply with their specifications and/or existing charger networks. EV ARC™ and Solar
Tree™ products replace the infrastructure required to support EV chargers, not the chargers themselves. We do not sell EV
charging, rather we sell products which enable it.
We believe our
chief differentiators are:
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our
ability to invent, design, engineer, and manufacture solar powered products which dramatically reduce the cost, time and complexity
of the installation and operation of EV charging infrastructure and outdoor media platforms when compared to traditional,
utility grid tied alternatives;
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our
products’ capability to operate during grid outages and to provide a source of emergency power rather than becoming
inoperable during times of emergency or other grid interruptions; and
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our
ability to create new and patentable inventions which are marketable and a complex integration of our own proprietary technology
and parts, and other commonly available engineered components, creating a further barrier to entry for our competition.
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The resulting products
are built to have what we believe is the longest life expectancy in the industry while also delivering valuable amenities and
potentially highly attractive revenue opportunities for our customers. Envision’s products are designed to deliver multiple
layers of value such as: environmental impact-free renewably energized EV charging; media, branding, and advertising platforms;
sustainable and secure energy production; reduced carbon footprint; high visibility "green halo" branding; reduction
of net operating costs through reduced utility bills; and revenue creation opportunities through sales of digital out of home
(“DOOH”) media, sponsorship and naming rights. The Company sells its products to customers with requirements in one
or more of the three
markets the Company addresses.
Qualified customers can also lease our EV ARC™ products through leasing relationships we have developed. Envision’s
products can qualify for various federal, state, and local financial incentives which can significantly reduce final out-of-pocket
costs from our selling price for eligible customers. Currently, our revenue is mainly derived from the sale of our standard EV
ARC™ to government agencies and private enterprise.
Recent Events
On September 25, 2018, the Company entered
into an amendment to the revolving convertible promissory note between Envision Solar, the borrower, and SFE VCF, LLC, the lender.
The amendment extended the term of the revolving note until December 31, 2019. There were no other changes to the note.
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On
October 16, 2018, a delegation from the Shanxi Energy and Traffic Investment Company,
a Chinese State-Owned Enterprise, visited Envision’s factory to perform due diligence
on the Company, its products and facilities, and to discuss moving forward with the negotiations
on a definitive agreement for a new jointly owned company in China (NEWCO). At the end
of a series of meetings, which took place throughout the day, the SETIC delegation reported
to the Company that they were impressed with the Company, its products and facilities.
They expressed their intention to return to Shanxi, China with a recommendation to proceed
with the business relationship outlined in the LOI executed by Envision and SETIC in
April 2018, and that they wish to accelerate the pace of negotiations and activities
required to that end. Our subsequent meetings with SETIC in China in January 2019 continued
the progress toward negotiating a definitive agreement for launching NEWCO.
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On
October 15, 2018, the European Patent Office issued a notice of intention to grant a
patent for our EV ARC™ product in Europe (European Patent No. 13828020.1).
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On
October 4, 2018, Envision announced that Alleghany College became the first community
college in the US to select Envision’s EV ARC™ product for public EV charging.
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On
October 11, 2018, Envision announced the delivery of EV ARC™ products to five state
hospitals in California, marking the first adoption of the product by a state hospital
group.
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On
October 22, 2018, Envision received its first purchase order from the city of Fort Lauderdale,
Florida.
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On
November 1, 2018, Envision Solar announced the first deliveries of EV ARC™ products
to California’s Department of Fish and Wildlife.
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Effective
December 1, 2018, the maturity date of the $1.5M term note held by SFE VCF, LLC and payable
by Envision was extended by mutual agreement to be the earlier of June 30, 2019 or the
successful closing of this offering. There were no other changes to the note.
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The
Company is currently in the process of delivering thirty-four EV ARC™ units to
New York City to complete an order received in the second half of 2018.
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EV
ARC
™
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Solar
Tree
®
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Products and Technologies
We currently produce
two categories of products: the patented EV ARC™ (Electric Vehicle Autonomous Renewable Charger) and the patented Solar
Tree®. We have recently submitted third and fourth product categories, the EV-Standard™ product and the UAV ARC™
product, for patent approval. They are patent pending and in late stage product development and engineering. All four product
lines incorporate the same underlying technology and value, having a built-in renewable energy source in the form of attached
solar panels or light wind generator, along with on-board battery storage. The EV ARC™ product is a permanent solution in
a transportable format and the Solar Tree® product is a permanent solution in a fixed format. The EV-Standard™ is also
fixed but uses an existing streetlamp’s foundation and grid connection. The UAV ARC™ is a permanent solution in a
transportable format and will be used to charge drone (UAV) fleets. We believe that our series of products offer multiple layers
of value to our customers while leveraging the same underlying technology, fabrication techniques and infrastructure that we use
for all of our products. This enables us to reach a broad customer base with varied product offerings without maintaining the
overhead normally associated with a diverse set of products. Our current list of products includes:
|
·
|
EV ARC™
Electric Vehicle Autonomous Renewable Charger. (patented)
|
|
·
|
Transformer EV
ARC™ Stowable Electric Vehicle Autonomous Renewable Charger. (patented)
|
|
·
|
EV ARC™
HP DC Fast Charging Electric Vehicle Autonomous Renewable Charger.
|
|
·
|
EV ARC™
Media Electric Vehicle Autonomous Renewable Charger with advertising screen and or branding/messaging.
|
|
·
|
EV ARC™
Autonomous Renewable Motorcycle Charger.
|
|
·
|
EV ARC™
Autonomous Renewable Bicycle Charger.
|
|
·
|
ARC Mobility™
Transportation System.
|
|
·
|
The Solar Tree®
DCFC product, a single column-mounted smart generation and energy storage system with the capability to provide a 50kW DC
fast charge to one or more electric vehicles. (patented)
|
All current Envision
products can be upgraded with the addition of the following:
|
·
|
EnvisionTrak™
sun tracking technology (patented),
|
|
·
|
Data capture
and management (IoT),
|
|
·
|
SunCharge™
solar powered EV charging,
|
|
·
|
ARC™ technology
energy storage,
|
|
·
|
E-Power emergency
power panels,
|
|
·
|
LED lighting,
|
|
·
|
Media and branding
screens, and
|
|
·
|
Security cameras,
WiFi, sound, and emergency call boxes.
|
EV ARC™ and
Solar Tree® products can also be equipped to provide emergency power to users such as first responders during times of emergency
or other grid failures. Because our products replenish their batteries every day, even during cloudy conditions, we believe that
they are some of the most robust and reliable back-up energy sources available today. Several of our current government customers
are ordering EV ARC™ units with our optional E Power panels integrated into the units. E Power is a series of secured power
outlets with directed and primary energy access available to emergency responders or whoever our customers designate. This is
a source of increased revenue for us and, we believe, a compelling additional value proposition for our products.
EV ARC™ and
Solar Tree® products can be grid connected if the customer wishes. Our first utility customer connected its EV ARC™
units to the grid in 2015. The EV ARC™ products provide solar powered EV charging, but they also serve as grid stability
tools. During times of low energy use the utility will charge the EV ARC™ on board batteries. During times of grid stress,
the utility takes energy from EV ARC™ batteries thus reducing stress on their generation assets and grid infrastructure.
We believe that “
grid balancing” offers
a potentially significant market opportunity for Envision’s products as electrical grids become increasingly unstable due
to increased demand, aging infrastructure, and extreme weather events or nefarious foreign or domestic actors. Experts from utilities
such as San Diego Gas & Electric have told us that this is the case and that distributed storage is an important part of their
future plans.
We believe these
factors make our products a compelling value proposition to anyone who intends to install such devices. Our customers can deploy
EV charging quickly, efficiently, and without digging up their parking lots. The positive carbon foot print impact is greater
because our products use sunlight to charge the EVs and, we believe, the marketing and branding impact is far greater because
the enterprise has a highly visible demonstration of its commitment to the environment.
EV ARC™ Products.
According to Bloomberg,
financial services firm Morgan Stanley has estimated that the world will need to spend $2.7 trillion on charging infrastructure
if it is to support 500 million electric vehicles. MIT Technology Review reports that there are already more than a billion
vehicles on the world’s roads right now. It is likely that the number will increase in the coming decades and we believe
that many of those vehicles will be electric. We believe the Envision EV ARC™ is the world’s first and only transportable,
solar powered EV charger that can resolve many of the global charging problems that currently face the market.
EV ARC™ produces
and stores all its own energy, it does not need a grid connection and therefore needs no trenching, switch gear, or transformer
upgrades. Management believes the lack of a foundation, trench or electrical infrastructure means that the EV ARC™ will
not need a building or any other kind of permit. We have found that to be the case in every jurisdiction in which the product
has been deployed to date. It is immune to grid interruptions such as black-outs or brown-outs. As such, it will allow for vehicle
charging even in times of grid failure. It can be moved at any time because it is not connected to the ground or grid, and we
believe, creates an attractive and highly visible branding asset for the host. There are no utility bills to pay and, as the number
of EVs increase on the host campuses, more EV ARC™ units can be added without disruption. We have observed that locations
that currently offer grid tied EV chargers have placed those chargers in locations where a suitable circuit was most easily accessed
– the “low hanging fruit.” As the number of EVs increase in such locations the existing chargers are no longer
sufficient to fulfill the needs, leading to what is called in industry jargon “charge rage”, an event when two or
more EV drivers wish to use the same charger at the same time. We believe that this will lead those locations to require more
EV chargers and that, having exhausted the low hanging fruit, they will be required to extend circuits to locations in their parking
lots which will require invasive, time consuming and expensive infrastructure, permitting, construction and electrical work.
EV ARC™ is
a transportable, but essentially permanent EV charging infrastructure product which supports Level I, Level II and DC Fast Charging
(requiring 4 to 7 interconnected units). EV ARC™ products can charge between one and six EVs simultaneously and a single
unit can provide EV charging in as many as 10 parking spaces. We have observed that the EV ARC™ can solve many problems
associated with electric vehicle charging infrastructure deployments. Until the introduction of the EV ARC™, the deployment
of EV chargers could be hindered by complications in site acquisition caused by the complicated and invasive requirements of the
installation. Typical competing EV charger installations require a pedestal which is typically mounted on a poured concrete foundation
which requires excavation. Fixed chargers also typically require a trench to deliver grid connected electricity, and often require
transformers and other local electrical equipment upgrades. Additional entitlements, easements, leases, and other site acquisition
requirements of fixed chargers can be environmentally impactful and expensive, and may slow, or prevent entirely, the deployment
of large numbers of typical fixed format chargers. California’s Department of General Services has informed us that it takes
an average of 18 months to go through the process of installing a utility grid-tied EV charger. New York City, currently our largest
customer, experiences similar and sometimes longer delays because of the complexities of extending the electrical grid to locations
where EVs need to charge. Because the EV ARC™ has its own ballast and traction pad, it does not require a foundation. Because
it is entirely powered by locally generated and stored renewable energy, it does not require a grid connection. These innovations
allow us to completely avoid any on-site construction or electrical work which, in turn, allows us to avoid the design, engineering
and entitlement/planning processes typical of grid-tied installations. We have demonstrated that we are able to deploy EV chargers
attached to our EV ARC™ product in as little as four minutes (rather than 18 months).
When a fixed EV
charger is deployed successfully, the host may be liable for increased kilowatt hour charges, and at times, more expensive demand
charges. Landlords, corporations, venues, and other hosts often do not perceive enough value creation in the deployment of a fixed
EV charger to justify the disruption caused by the associated trenching, foundations and electrical civil works. Consequently,
they may not be inclined to grant permission to the service providers who approach them, or to install EV chargers at their own
expense for their employees and guests, because the costs and disruption incurred with grid tied chargers can be prohibitive.
Many governments and
corporations have aggressive goals to install EV charging infrastructure. For example, Governor Brown of California has issued
an executive order requiring the installation of 250,000 EV chargers by 2025, 10,000 of which must be DC fast chargers. In September
2018, we announced that Caltrans and the Monterey Bay Air Quality District have ordered $1.2M worth of our DC fast charging EV
ARC™ HP units for deployment in two highway rest areas in central California. This equates to an average of approximately
36,000 charger installations per year. To date, the EV charging industry has installed a total of about 16,000 grid-tied EV
chargers. In September 2018, Governor Brown issued a further executive order setting out a goal for California to be carbon neutral
by 2045, meaning that all the electricity consumed in the state will have to come from renewable sources. We believe that the
combination of these two executive orders will create an improved set of opportunities for us to sell our products. Nations such
as the United Kingdom, France, Norway and Germany have announced total bans on all internal combustion engine vehicles (“ICEs”)
during the next two decades starting with Norway in 2025. Others, like China and the State of California, are considering similar
bans. China’s President, Xi Jingping has recently called for the installation of 4.8 million EV chargers on public roads
by 2020 with a further requirement that EV charging infrastructure should be installed in rural and poor areas where there is
limited electrical grid connectivity. Electric Vehicles will be the major replacement technology for ICEs and, as a result, the
global demand for EV charging infrastructure is growing rapidly and is forecast to accelerate. Bloomberg recently reported that
the global market for EV charging infrastructure is estimated to exceed U.S. $4 trillion. Vehicle manufacturers are rapidly transitioning
to EV production. Volvo recently announced that by 2019, its entire portfolio will be hybrid electric (“HEV”) or fully
plug-in electric (“PEV”). Ford has committed to spending $11 billion to electrify its portfolio, and VW, BMW, and
Mercedes have committed to all electric portfolios. Most, if not all, automobile manufacturers currently sell or plan to sell
EVs.
We believe that
there is a clear need for a rapidly deployable and highly scalable EV charging infrastructure, and that EV ARC™ fulfills
that requirement. We are agnostic as to the EV charging service equipment (“EVSE”) and integrate best of breed solutions
based upon our customer’s requirements. For example, our EV ARC™ products have been deployed with Chargepoint, Blink,
Juice Box, Bosch, AeroVironment and other high quality EV charging solutions. We can make recommendations to customers or we can
comply with their specifications and/or existing charger networks. EV ARC™ replaces the infrastructure required to support
EV chargers, not the chargers themselves. We do not sell EV charging, rather we sell products which enable it.
SolarTree® Products.
Our patented Solar
Tree® product has been in deployment and continued improvement for several years. We believe the resulting product has become
the standard of quality in larger scale solar powered EV charging, energy security, and media and branding. We understand the
Solar Tree® product to be the only single column, sun tracking, and architectural solar support structure with integrated
energy storage, EV charging and media platforms available today. We believe that Solar Tree® products with integrated battery
storage will become important contributors to the growing EV charging infrastructure requirements in California and the rest of
the world. Because our products do not require a connection to the electrical grid, they can be rapidly deployed and enable EV
charging in locations where it would otherwise be impossible or economically infeasible. For example, rest areas and park and
ride locations which might have sufficient energy for lights and vending machines, but do not have sufficient power for EV charging,
can be served by our Solar Tree® products which can be optimized for direct current (“DC”) fast charging. The
costs and environmental impact associated with delivering a 50kW or greater circuit to a remote rest area may be prohibitive,
whereas a Solar Tree® DCFC can be deployed with minimal site disturbance. In April 2017, we received a purchase order from
the Fresno County Rural Transit Authority to provide Solar Tree® DCFC products which will be used to charge electric buses
from BYD Company Ltd. (“BYD”). The growth in electric bus adoption is happening at a greater pace than EVs at time
of writing. BYD is the biggest electric bus company in the world. We believe that the successful deployment of these Solar Tree®
DCFC products for Fresno and with BYD may create significant opportunities for further deployments of electric bus charging infrastructure
and DC fast charging infrastructure for EVs, electric buses and medium and heavy - duty electric vehicles, both in the U.S. and
internationally. We further believe that success of the sort that we currently have with Caltrans and others may be leveraged
with other departments of transportation across the United States and the rest of the world.
We believe Solar
Tree® products with on-board battery storage can provide a highly reliable source of energy to be used in the event of a failure
of the grid. We have seen data suggesting that grid failures cost businesses in the United States approximately $200 billion per
year and when those failures impact vital services such as hospitals, they have been responsible for loss of life. We believe
that a hospital equipped with Solar Tree® energy security products could benefit both economically and from a life safety
point of view. We believe that there are many other such instances where the reliable combination of renewable energy and energy
storage can deliver value which exceeds simply competing with the utility. This will become particularly true when larger segments
of transportation become electrified and grid interruptions mean the “grounding” of EVs which rely solely on the utility
grid to re-fuel.
We also believe
that Solar Tree® products optimized for branding can create visually stunning platforms for the delivery of a business’
brand message with a less onerous planning and entitlement process than that experienced with traditional signage.
We believe Envision’s
larger Solar Tree® structures also make effective multi-use and wireless EV charging infrastructure solutions. Considering
the list of impediments to EV infrastructure deployments, we believe that the Solar Tree® structure with column integrated
EV chargers offers significant advantages over a typical grid tied EV charger. We believe that they offer the most attractive
and practical mounting assets for fixed EV charging stations. The single column design is ideal for centrally locating multiple
chargers and making them available to the maximum number of parking spaces. Entitlement might go more smoothly because the Solar
Tree® structures contribute more benefits to the local environment than simple EV chargers. Those additional benefits include
shade, reduction in heat islanding, reduction in light pollution, architectural appeal, reduction in grid stress, and disaster
preparedness when equipped with ARC™ storage technology. We believe that commercial real estate owners and corporate campuses
will recognize the multiple layers of increased value delivered by Solar Tree® structures and CleanCharge™ deployed
with little disruption to their facilities.
Solar Tree®
structures with ARC™ energy storage technology can generate and store enough energy to provide over 1,000 e miles per day
through any high quality EV charger including DC fast chargers. They can be deployed in any location that is not shaded and they
do not require any utility grid connection. We believe that this vital factor makes them a compelling choice for remote locations
where there is inadequate utility grid connection (e.g. rest areas). Corridor charging, the term used to describe EV charging
on highways between built up areas, is recognized as being very important, but also very difficult to achieve with traditional
grid tied chargers because of the lack of electrical circuits and the environmental and economic impact of bringing infrastructure
to remote sites. We believe that our Solar Tree® and EV ARC™ products are ideal for corridor charging because they do
not need to connect to the electrical grid. Additionally, where the requirement is for charging of mission critical vehicles (e.g.
first responders, hospitals, fleet vehicles), Solar Tree® and EV ARC™ products can provide a highly robust and secure
source of energy even when the grid is not available. Unlike gasoline or diesel-powered generators, our products are not reliant
on external sources of fuel and, we believe, require much less maintenance, testing and service. It is our further contention
that any campus environment with an EV charging need and a wish for a high degree of reliability in its electrical supply can
benefit from our Solar Tree® structures with ARC™ on-board energy storage because, we believe, in times of grid instability
(e.g. natural disaster, terrorism, capacity constraints), the Envision products can provide the most reliable source of energy
at the location.
EV-Standard™ Product.
We have invented and
are in the late stages of product development on, our patent pending EV-Standard product which is, in our belief, the ideal curb
side charging solution. We believe this is another area in the developing charging ecosystem which provides major opportunities
and challenges within the “curbside” or “on street” sector. Because so many owners of vehicles and even
fleet operators (in cities like New York and San Francisco) park their vehicles on street, there is a significant need for curb
side charging. In fact, the CEC has publicly stated that only one in seven Californian apartment dwellers are able to park
their car close enough to a circuit to charge at home. Their conclusion is that curb side, on street charging will be an important
contributor to the successful electrification of transportation in California. Many other jurisdictions such as New York City
have made the same statements.
We believe our
EV-Standard™ product is a solution to solve this problem. EV-Standard™ is a streetlamp replacement which incorporates
renewable energy and on-board energy storage, and which provides a meaningful EV charging experience without significant infrastructure
or construction requirements. The EV-Standard™ design includes a light-wind generator fixed atop a new streetlamp. Also
integrated is a tracking solar panel and on-board battery storage. The EV-Standard™ product design takes power from the
existing streetlamp grid connection and uses it to charge the on-board batteries. The streetlamp’s circuit is available
24 hours per day but is only in use during the hours of darkness. As a result, EV-Standard™ is able to use the full capacity
of the grid connection to charge its batteries during the day time. A further advantage of the EV-Standard is that it is delivered
with a low energy, high lumens, LED light fixture which reduces the energy required for street lighting during the hours of darkness.
This makes the street light more efficient and, crucially, the EV-Standard™ can use the unused capacity of night-time operations
to further charge its on-board batteries. The additional renewable energy generated by both the tracking solar array and the light-wind
generator supplies more energy to EV-Standards’ batteries. The energy from the batteries is then delivered to a Level II
EV charger which is mounted to the EV-Standard™ products’ column. The combination of the three sources of capacity,
when delivered at once through our on-board batteries, allows us to deliver a much more powerful and therefore more meaningful
EV charging experience than would be available simply through connecting to the existing street lamps’ utility grid connection
as some of our competitors currently offer.
We believe that
the improved EV charging experience offered by the EV-Standard™ design will be a differentiator for our company in a potentially
large market. We currently provide work-place and fleet charging to the State of California, New York City and many others, through
our EV ARC™ product. We believe that EV-Standard will become an excellent choice for California, New York and many other
jurisdictions across the U.S., and the world, as a viable and reliable on-street EV charging solution. Accordingly, we believe
that EV-Standard™ represents an important opportunity for future growth. Like the EV ARC™ and Solar Tree® products,
the EV-Standard™ will not rely upon a grid connection and as such will be able to continue to charge EVs during black-outs
or other grid interruptions.
The UAV ARC™ Product.
In July 2018, we
filed a patent application for our new UAV ARC™ product which is currently in the advanced stage of product development.
The UAV ARC™ is a rapidly deployable, highly scalable, range extending drone recharging product which forms a network. It
does not require any fueling or grid connection because it generates and stores all of its own energy from renewable sources.
UAV ARC™ is self-ballasted and leveling and does not require any planning or construction for its installation. UAV ARC™
has a hardened exterior and countermeasures designed to protect it from vandalism, theft or other nefarious activities. Each UAV
ARC™ forms part of a broader network which fuels drones and gathers and shares information about their health and flight
plans as part of the Internet of Things (“IoT”). UAV ARC™ units can be deployed on flat roofs in cities or on
any terrain in remote locations. The maritime version can be deployed at sea to extend UAV missions in a maritime environment.
The planned networks of UAV ARC™ units will be designed to be open to any operator of unmanned aerial vehicles as part of
a subscription or individual usage plan.
UAV ARC™ Remote Deployment
|
UAV ARC™ Night-time Operations
|
Current Market Participants That We Target
Envision’s
markets consist of five broad segments: State, Municipal, Federal, Enterprise and International. These segments can further be
broken down into increasingly granular segments as different market opportunities are identified. Examples are University, Fleet,
Resiliency, Ports and Department of Transportation, Parks, Corrections, Education and many others. Envision’s largest market
is currently Municipal.
Envision’s
biggest customer is the City of New York followed by the State of California which is a conglomeration of California state agencies
and municipalities. Currently the most appealing markets for Envision are New York, California and Colorado. The factors are considered
in our determination of an appealing primary market for our products:
|
·
|
Political
Issues
.
Political statements, mandates and laws supporting and driving policy to reduce carbon emissions through the
electrification of transportation. State and local governments focusing on the transportation industry and the electrification
of fleet vehicles to reduce carbon emissions.
|
|
·
|
Economic
Factors
.
The use of grants and incentives to advance the adoption of EVs and EV charging infrastructure. Regions with
difficult, time consuming permitting and regulatory requirements and high construction costs.
|
|
·
|
Sociocultural
Factors
.
High concentration of EV drivers and a cultural desire to be good stewards of the environment.
|
|
·
|
Technological
Factors
.
Regions with good insolation, expensive energy costs, and poor or degraded air quality, and a lack of capacity
or expensive upgrade requirements for their utility grid.
|
Growth Strategy
We currently operate
in three rapidly growing and underserved markets: EV charging infrastructure, outdoor media and energy security. Our products
are being used in
16 U.S. states, 70 municipalities,
two countries, outside of the United States and the U.S. Virgin Islands in the Caribbean.
We believe that the products we produce have a global appeal and that we are only at a nascent period in the development of our
sector. We believe we have a strategic growth plan in place that will enable us to increase our user base and revenues while leading
to increased profitability in the following manners
|
•
|
Increased
sales and marketing to educate our universe of potential customers
. We have historically
not invested in significant marketing activities and have only recently added a sales
team. To date most of our sales have been made through word of mouth or management relationships.
As a result of not having a large historical sales and marketing budget, only a small
percentage of the potential prospective customers for our products are aware that we
exist and the value that our products deliver. We have observed that we have a high conversion
rate from prospects to customers when we are able to demonstrate the value of our products
to those prospects. We believe that with increased investment in marketing and sales
we will be able to reach a much larger audience of prospects who could benefit from our
products, and that we should be able to maintain our high conversion rates from prospects
to customers.
|
|
•
|
Continue
to expand our geographic footprint and customer base
. Our products are being
used in 16 U.S. states, 70 municipalities, two countries outside of the United States,
and the U.S. Virgin Islands in the Caribbean. We believe that investment in growing
our geographical footprint both domestically through increased selling and marketing
and also internationally with a focus on Europe and Asia will deliver significant growth
opportunities. Our sales have been heavily focused on the U.S. coastal regions, specifically
California and the Northeast. We observe that those regions often lead where technology
transitions are concerned, and we expect the rest of the U.S. to follow the coastal leads
as is historically the norm. We believe that this will result in further geographic growth
for our products domestically as well as with our international expansion.
|
|
•
|
Enhance
our gross margins by focusing on increased sales, improved operating efficiencies and
reduced cost of materials and production
. Our gross profits are the profits
we make after deducting the costs associated with manufacturing our products from the
revenue we receive from our customers for those products. Our gross profits are impacted
by cost contributions which fall into two categories:
|
Variable
costs include the cost of the direct raw materials, such as batteries, solar panels, electronics and steel, and direct labor associated
with each product and as such vary in proportion to the volume of units we sell. When we sell more units our variable costs increase
and when we sell less the opposite generally occurs.
Fixed
costs are more or less constant at certain levels of sales and production, and include contributions such as rent, insurance and
underutilized labor (assuming a fixed labor pool, underutilized labor costs decrease with increased unit production volumes).
The lower the volume of sales we make, the higher the contribution of fixed costs will be to each of those sales.
Conversely,
as we increase our sales volumes the contribution of fixed costs to each unit is decreased. Generally Accepted Accounting Principles
(GAAP) require that, under “absorption costing”, a portion of our fixed costs is assigned to each unit of production.
For example, if our fixed costs were $1M per year and we only sold one product during that year the fixed cost contribution for
that product would be $1M and would be added to the variable cost to calculate our gross profits (or more likely, losses). If,
on the other hand, we sold 100 units during the same period the fixed cost contribution for each product would be $10,000 per
unit, or 1/100
th
of $1M, and, when added to our variable costs, would result in a far lower cost of goods sold (COGS)
per unit and as a result a much improved gross profit. At a certain volume of unit sales, any manufacturing company should
meet a fixed cost break-even point assuming their variable costs are less than the price they charge their customers for the products.
There are a variety of ways
we can reduce our variable costs which include:
|
1.
|
Negotiation of better pricing from
our vendors
|
|
2.
|
Improved timing of purchasing
|
|
3.
|
Improved efficiencies in our processes
|
|
4.
|
Product design improvements
|
|
5.
|
Insourcing of certain processes
which are currently performed by outside providers (who endeavor to make a gross profit
on the services they provide us)
|
We believe that there is really
only one way to reduce per unit fixed costs as long as we continue to pursue our current strategy: increase unit sales volumes.
During
the first three quarters of 2018, our fixed costs were, according to the guidance of GAAP, estimated by us to be approximately
18% of our revenues. We arrived at this percentage by estimating the number of units we anticipated delivering to our customers
during the full year, using the best information available to us about our contracted backlog, and then allocating a proportionate
share (based upon those estimates) of our fixed costs to each of the units we actually delivered during the first three quarters.
If we had estimated that we would deliver twice as many similarly priced units, then our estimated fixed cost contribution would
have been approximately half that amount, or around 9% of revenue, which would have improved our estimated gross profit by the
same amount. If we had sold four times as many similarly priced units, then our fixed cost contributions would be around 4.5%
of our revenue and so on. In each case, the more units we sell the less fixed costs are allocated to each unit because the fixed
costs are shared among more units. Even if our variable costs per unit do not decline with increased volume (which we expect them
to do), our total costs per unit should fall as we increase the number of units we sell. In fact, as a result of design and production
delays caused by operating capital shortages, we delivered less units in 2018 than we had anticipated at the time we created our
overhead allocation estimates. We recognized the resulting negative impact to our gross profits in the fourth quarter of 2018.
In
prior years, we have generally reported gross losses because the combination of our fixed and variable costs resulted in COGS
which were greater than the revenues we generated from the sale of our products. Please refer to the
Management’s Discussion and Analysis of Financial Condition and Results of Operation
beginning on page 37 and our
financial statements
beginning on page
F-1 of this document for a full description of our financial results.
|
•
|
Measures
we are taking to improve our gross profits
. We are continually striving to increase
our sales volumes and in 2018, our revenues were 336% higher than our 2017 results. We
believe that this trend will continue and our backlog (approximately $4.4M at December
31, 2018, which the Company expects to convert to revenue in the first half of 2019)
and pipeline (approximately $27M including the latest California Contract) combined with
positive growth trends in demand in the markets in which we focus, inform that belief.
See “Industry Overview” in this prospectus.
|
We
have assumed in the past, and continue to assume, that our sales will increase and will, as a result, reduce the impact of our
per unit fixed cost contributions. For example, we believe that our factory and current staffing level is sufficiently large to
allow for a capacity several times the current production rate without significant increases in fixed costs. We selected a factory
of this size and staffing level (along with its fixed costs) because we believe that we will be able to grow our sales as the
markets we address, such as electric vehicle (EV) charging, grow as further discussed in this document. We also believe that it
is not unusual for manufacturing companies to have higher fixed cost contributions to their COGS in the early stages of market
and product development. We anticipated this as we planned for growth with our current facilities, even though we understood that
these higher fixed costs would negatively impact our gross profits in the early stages of our evolution.
We also
continue to strive to reduce our direct variable costs and we have observed that in many instances we have been successful in
this area. For example, we have negotiated reduced pricing with our vendors of steel, solar panels, inverters, tracking gears
and batteries which are the largest cost contributors to each of our products. We have also become more efficient in our fabrication
processes which has reduced the direct unit labor hours associated with producing our products.
There
are also market forces at work which, in the case of our most expensive components, are contributing to lower direct variable
costs for our products. According to Forbes, battery prices have fallen from $1000 per kWh in 2010 to $200 per kWh in 2017, and
Forbes forecasts that prices will reach $100 per kWh by 2025. Forbes also forecasts that second life (used batteries which would
still work on our products) will fall to $50 per kWh. We currently pay more than $300 per kWh and as such see significant opportunities
for future reductions in our COGS as the price of batteries falls. Batteries currently make up approximately 24% of our COGS on
an average EV ARC™ unit.
Solar
modules have seen similar precipitous price declines. Bloomberg provides a benchmark monocrystaline module price of $0.37 per
watt in 2017 down from $10.00 per watt in the early nineties. While we use more expensive modules than the Bloomberg benchmark
(because they are higher quality and have a higher output efficiency), we have still benefited significantly during the last few
years from the decrease in solar module pricing. We believe that we will see further reductions in cost per watt for the foreseeable
future. Solar modules currently make up approximately 11% of our COGS on an average EV ARC™ unit.
We have
observed that increased unit sales do not only reduce our fixed per unit costs but can also favorably impact our direct variable
costs. For example, on October 1, 2018, we negotiated a reduction of approximately five percent on the price we pay for steel
for our products. On the same day we negotiated a reduction of approximately three percent on the price that we pay for certain
major electronic components that we integrate into our products. Our solar module vendor has informed us that our current increased
purchasing should result in a 4% reduction in the price that we pay for solar modules. We anticipate achieving that reduction
as a result of the increased volume in orders we are placing. These price reductions have not been driven by commodity pricing,
rather, they are the result of our increased buying power with our vendors and in particular, the large orders we are placing
so that we can execute on our backlog which at December 31, 2018 is at approximately $4.4M (
which
the Company expects to convert to revenue in the first half of 2019
. We have observed that we have been able to negotiate
price reductions on other components and commodities that we integrate into our end products as a result of our increased buying
power. We believe that there are further significant gains to be made in that area as our sales volumes increase.
We currently
outsource the painting and coating of our products to a third party. We are aware that the third-party endeavors to earn a gross
profit when selling paint and coating services to us. We also incur costs and disruptions transporting our products to and from
the painting vendor’s facility. We believe that an investment in an improvement to our facility which would make it possible
for us to paint and coat our own products would lead to cost reductions related to those tasks and improved product flow which
might further reduce our COGS and increase our production capacity.
Our pricing
strategies and our investments in fixed overheads such as our manufacturing facility have been driven by our belief that the demand
for our products will increase as the markets on which we focus evolve, and we see an increase in unit sales as a result. We have
not endeavored to cover all of our costs with the sale of a small number of units because we believe that the higher sales price
might have priced our products out of the market. Our belief in the growth of our target markets and in our ability to continually
reduce costs as we increase production volumes has led us to the decisions we have made around product pricing and investment
in overhead. We believe the growth in our sales and our historical ability to reduce direct variable costs support our continuation
of this strategy and that we can increase our gross profit margins to 50%, including fixed cost contributions, in the future.
The management team encourages all members of our sales and operations teams to contribute continuously to these efforts.
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Increased
leverage of outsourcing as our manufacturing process scales
. We have invested
in facilities to enable us to produce our products in-house. This strategy has enabled
us to efficiently grow through our product development process while controlling and
reducing costs. However, as our product development process matures and as we become
experts on our manufacturing process, we believe that there will be certain components
of our manufacturing process that will be outsourced to manufacturing vendors. We believe
that we will be able to cherry pick certain of our components for outsourced manufacturing,
simultaneously reducing our costs and increasing our capacity. While we intend to continue
in-house manufacturing for all new products as they advance through product development,
we anticipate a future when the manufacturing of our mature products is carried out by
far larger and more efficient manufacturers at greater speed and lower cost.
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Expansion
of our recurring revenue business
. As our business matures we will begin to expand
the recurring revenue component of our business model through service and maintenance
contracts, data gathering and sharing, outdoor media and branding, naming rights, and
sponsorship of networks of our products. Historically, we did not focus on service and
maintenance contracts but rather focused on unit number growth. Many of our customers
have indicated to us that they would be interested in acquiring service and maintenance
contracts as well as extended warranties from us. We believe that as we grow our customer
base we will have increasing opportunities to add recurring revenue through these services.
We believe that our ability to gather and share data about the vehicles and other users
of our products may become increasingly valuable as the markets we focus on, such as
EV charging, mature. We are working with partners to create recurring revenue streams
through sponsorship and naming rights for networks of our products.
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Capture
market share of the electrified personal and public transportation space, which is at
a nascent phase
. To date we have concentrated on fueling the revolution in sedan
electrification, however, we believe that other modes of electrified transportation are
growing rapidly. The expansion in the use of electric bicycles, scooters and motor scooters
is evident in many large cities across the U.S., Asia and Europe. As more people rely
on last mile solutions such as e-bikes and e-scooters, the requirements for charging
infrastructure will proliferate. We are working with an electric bike and scooter manufacturer
to bundle two wheeled electric modes of transport with our EV ARC™ product. We
believe that sales of bundled solutions combining our products with others transportation
solutions represents another significant growth opportunity. The growth in the use of
electric buses is happening at a more rapid pace than that of EV sedans. We have already
sold our Solar Tree® DC fast charging solution to the Fresno County Rural Transit
Authority for use in the charging of their public buses. This will be our first such
deployment but we believe that it will lead to significant opportunities in this rapidly
growing space.
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The network
effect (IoT) will drive significant value from the data we collect
. The units
we produce communicate to our central facility which creates a network effect. Units
will be able to communicate with each other in the future. Each of our products sends
data back to our central facility across a wireless network. The more units we have deployed
the more data we will be able collect and the more we can learn about charging habits,
EVs, traffic patterns and many other useful data sets. We believe that there will be
significant value in this data in the future. For example, we believe that our outdoor
media business segment will become more valuable as more units are deployed and communicating
data about their individual usage. Our ability to communicate remotely with our media
assets means that we will increasingly be able to change content on the units, perhaps
in response to the individual users. As parcel delivery increasingly electrifies and
the usage of drones and package drop-off locations multiply, we believe that our portfolio
of deployed assets, particularly UAV ARC™ units, will become increasingly valuable
as a source of electricity for fueling and energizing network assets as well as physical
assets, which will allow for branded “locker” facilities.
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Continued
expansion of our Outdoor Media Business unit
. We believe that a significant
opportunity for
increasing
out margins and recurring revenue exists in this business unit as a result of new contract
wins. In November 2017 we signed an agreement with Outfront Media (NYSE:OUT) to sell
naming rights and sponsorship arrangements for networks of our products deployed across
cities. The contract currently only specifies San Diego. The Company and Outfront Media
are in discussions to expand the contract to include other cities nationwide, although
no definitive agreement or amendment has yet been entered into.
We believe that we are progressing towards success with this initiative. We intend to
retain title to future products deployed under this business model and believe that we
will be able to capture significant and increasing levels of recurring revenue while
maintaining ownership of the underlying assets. Although we have delivered a small number
of our products with outdoor media platforms integrated to date, we believe there is
significant room to expand this aspect of our business in a meaningful way.
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Develop
and innovate new products while building a strong IP portfolio
. The majority
of our revenues come from sales of our EV ARC™ and our Solar Tree® product
family. The underlying technology is the same for both product sets and we have leveraged
the same proprietary underlying technology to invent two new products which are currently
patent pending: (i) EV Standard™, which is a renewable energy street lamp replacement
EV charging solution, and (ii) UAV ARC™ or DCN™ – Drone Charging Network,
a renewable energy drone recharging product. This will allow us to broaden our market
appeal while not significantly increasing the requirements of our manufacturing lines.
We believe this strategy will enable us to grow revenues more profitably through increased
operating leverage. We intend to continue to research other areas in which we believe
that our ability to deliver rapidly deployed, highly reliable and cost effective sources
of renewable energy in a productized format are embraced by prospective customers, so
that we can continue to invent and develop new products which we believe will bring value
to our target audiences. We believe that with sufficient investment we will be able to
bring new products to market and create significant and rapidly growing opportunities
to generate more revenue.
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Key Initiatives
Our growth strategy
will target a number of key initiatives as we scale our business. Currently we are focused as follows:
Targeting
State and Local Governments Who Are Implementing Renewable Energy Initiatives.
We have been successful
in wining contracts from a number of state and local governments. We will continue to target these entities as a result of changing
environmental policies that are positively impacting the products that we produce.
During 2016 and
2017 the State of California’s Department of General Services and New York City’s Department of City Administration
Services, respectively, both conducted global searches for products which could compete with the EV ARC™. In both instances
they released publicly available ‘Requests for Proposals’ for competing products and in both cases, though the contracts
were competitively offered, only Envision demonstrated that it has a product which met their specifications. In both cases we
were the only qualified respondents to the contracting process and in both cases we were awarded multi-year, multi-million dollar
contracts.
Envision’s EV
ARC™ product was selected for a State of California contract for transportable, solar powered EV chargers. As far as we
are aware, there were no other respondents to the State’s RFP (request for proposal) with products which qualified, further
supporting our belief that EV ARC™ is a product which is unique in the market. Similarly, when we responded to the New York
City RFP, we believe we were the only respondent with a qualifying product. Staff members from the State of California have commented
to us that they believe that they are behind goals where the deployment of EV charging infrastructure is concerned. In July 2015,
we were awarded a mandatory contract to supply EV ARC™ to California state agencies (to the extent ordered by them) by the
Department of General Services of the State of California, for a term of one year with two one-year renewal options. This contract
was renewed by the State of California in 2016 and we have regularly delivered EV ARC™ products to state agencies since
2016. In June 2018, our contract with the State of California was renewed by the State for up to four more years (two years with
two more one-year options at the State’s election), and its scope was expanded to include more of our products. The State
estimated the value of the renewed contract to be over $20 million. On September 10, 2018, the Company received a new $3,300,000
order from the City of New York for 50 EV ARC™ units for delivery (in the fourth quarter of 2018 and first quarter of 2019).
The Company’s total contracted backlog is now estimated to be approximately $4.4M at December 31, 2018 (
which
the Company expects to convert to revenue in the first half of 2019)
.
We believe that
the major impediments to the deployment of EV chargers are the requirements for civil works such as trenching and foundations,
as well as limited access to sufficient electrical circuits to support EV charging in the locations where it is needed. However,
Envision’s products do not require access to utility grid circuits, and as such are perfect for remote locations such as
rest areas and park & rides. Our EV ARC™ products can be deployed in minutes and our Solar Tree® and EV ARC™
DCFC products can provide over 1,000 e miles per day through DC fast chargers which will deliver a full charge to a Nissan Leaf
(for example) in 30 minutes or so. We believe that this makes our products ideal for many of the State of California’s
goals for the electrification of transportation, and as such, we are aggressively targeting the State with face to face meetings
and educational materials. We believe that if we continue to be successful with the State of California and Caltrans, these relationships
will help us to expand sales to other states, the federal government, and the Department of Defense as a result of us having gone
through the extensive due diligence with these entities. We believe that the purchase orders we have received from multiple municipalities
and also from Department of Energy National Laboratories are validating our business plan and the need for our products in the
market.
New York City made
its first purchase of EV ARC™ products during the second quarter of 2015. New York’s Mayor Deblasio recently announced
what the city believes are the most aggressive EV adoption targets of any major city in the world. Its goals call for over 2,000
EVs to enter the city’s fleets by the end of 2018 with an investment of $50 to $80 million over the next 10 years to support
additional charging infrastructure.
In September 2016,
New York City’s Department of City Administration Services (DCAS) (the City’s contracting department) released an
Invitation to Bid (“ITB”) for EV charging infrastructure. The ITB specified Envision Solar’s EV ARC™ product.
After submitting our response, we attended the bid opening where Envision was the only respondent. We were awarded a contract
by DCAS in April 2017. The contract is similar to the one we have with the State of California in that it enables any NYC department
to buy EV ARC™ products without having to go through any further due diligence or competitive bidding process. DCAS itself
is a customer and has ordered product from us. As of December 31, 2018, we have delivered 52 EV ARC™ units to New York
City for a total value of approximately $3.5 million. EV ARC™ is being used by NYPD, Department of Design and Construction,
NY Dept. of Education and other entities. We believe that the City’s requirements for rapidly deployed and highly scalable
EV charging infrastructure will only increase in the coming year and the recent order of 50 more EV ARC™ units from New
York reinforces that belief. We expect that New York City will own approximately 1,900 EVs by the end of its fiscal year ending
June 30, 2019.
There are over
19,000 municipalities in the U.S. Our products are being used in approximately 82 of them as of the date of this prospectus.
We believe that the municipal market for our products is robust and offers significant opportunities.
Creative
Financing Mechanisms to Solve Our Customers’ Needs.
We have observed
that our EV ARC™ product is often less expensive for our customers than the costs associated with grid-connected chargers.
We have also observed that many of our customers do not always have sufficient capital resources to allow them to purchase as
much EV charging infrastructure as they need. We have been told by certain government customers that they have greater flexibility
to pay operating expenses (“Op Ex”) than capital expenditures (“Cap Ex”). Furthermore, many of our customers,
for example government entities, are not able to take advantage of the tax incentives offered by the Federal and state governments
as they do not have a tax liability. As a result, we are working with a group of equity and tax equity investors and debt providers
to create a financing mechanism which will allow our prospective customers to take advantage of our products through making a
series of monthly payments spread out over many years. The cost of the products to our customers will be reduced by the available
tax incentives which will inure to the investors who will in turn pass on the savings in the form of reduced monthly payments.
In the future, we may offer financing of our products internally so that we can increase our recurring revenue and capture the
tax incentives for the benefit of the Company.
During meetings
with various state government officials we have been led to believe that the combination of reduced overall costs and the spreading
of those costs across many years through monthly payments might make it more likely that government entities can order larger
volumes of our products. Initially the Company’s cash flows are not expected to be impacted by this structure as the investors
would take title to the products and pay Envision the full price for them at the inception of the plan. However, it is possible
that at some time in the future we may elect to increase our involvement in this process as a means to create a source of recurring
revenue and also to take advantage of the spread on the cost of the capital we source and that which we charge our customers for
the financing.
International
Renewable Energy Policy is Facilitating our International Expansion Plans.
EV
growth is active in many parts of the globe. So is the need for energy security and the desire for outdoor media. Many nations
are ahead of the U.S. in terms of per capita spending for EVs and also in the rates of the growth of EVs. We believe that our
products solve many of the same problems globally that they solve in the United States. We believe our ability to export our intellectual
property and our knowledge is better than it has ever been in the past. We have adapted our products so that they are easily shipped
as simple kits or in folded expandable form in a standard shipping container. We have moved from project to product so that we
do not have to be on site when our products are installed, which means that we can ship products anywhere in the world, leaving
the installation work to local resources. We also believe that the knowledge we gained by putting an in-house fabrication facility
in place, inexpensively, to fabricate our products could allow us to rapidly scale in international markets.
Many nations including
the United Kingdom, Norway, Germany, France, and India have announced total bans on internal combustion vehicle sales after 2040,
starting with Norway in 2025. China is considering similar bans.
We believe that
in order to achieve global goals for EV charging infrastructure, a rapidly deployable and highly scalable set of EV charging solutions
like those we offer will be vital. We believe our products will be needed both in the U.S. and internationally. For this reason,
we are continuing to explore opportunities to expand internationally.
Our current international
focuses are in the European Union (“EU”), the UAE (specifically Dubai) and China. In Spain, we continue to work with
Aconfort, a Spanish company with whom we have a multi-year relationship. We have registered the name Envision Europe SA and we
plan to send the EV ARC™ components to Spain as sales volumes dictate. Initially, we expect that EV ARC™ will be shipped
in pieces to Spain where it will be reassembled by Envision Europe personnel (these will be Aconfort employees in the early stages).
Certain components such as solar modules and gears, which are subject to tariffs when imported to the EU, will be sourced locally
to reduce costs. As the market for our products expands, we plan to hire employees and take on more of the fabrication tasks in
Spain while reducing the components we ship from the United States. As quickly as the market will support this, we intend to become
self-sufficient in the EU. It is our intention to form a subsidiary in Spain. We shipped the first EV ARC™ unit to Spain
in 2016 where it has been featured in a highly visible location in the center of Malaga.
According to the
government in Beijing, China will spend $200 billion on EV charging infrastructure over the next decade. Some industry experts
have suggested that as much as two thirds of the global spending on EV charging infrastructure will take place in China during
the next decade. China is currently the worlds’ largest market for EVs according to Bloomberg. China’s requirements
for energy security products are massive and growing rapidly due to electricity interruptions, according to Chinese governmental
agencies. According to ABC News, studies suggest more than one million people die prematurely every year from the toxic air that
has engulfed northern China. The Chinese government’s “War on Pollution” will involve the spending of billions
of dollars on renewable energy and the electrification of transportation.
Since 2016, we have been engaged in discussions
and negotiations with various Chinese entities. We have observed the business and negotiation environment to be complicated and
opaque. In April 2018, Envision’s CEO and a delegation from the U.S./China Chamber of Commerce visited China with particular
emphasis on one particular province. We believe that substantial progress was made in negotiating a deal whereby Envision’s
products might be produced for sale in China in a manner which is beneficial to our shareholders. Our strategy is to take no deal,
rather than a poor deal that we do not have full confidence will deliver positive and secure results for the Company. We believe
that we have taken a significant step towards realizing the benefits of this strategy.
We continue to work
with entities such as the U.S./China Chamber of Commerce in an effort to identify other suitable potential partners in China.
We seek to find a partner that can manufacture and sell our products in that region. We have observed that many such entities
exist and we further believe that the Chinese market affords attractive opportunities. In April 2018 Envision’s CEO travelled
to China with a delegation from the U.S./China Chamber of Commerce with the specific intention of meeting with Shanxi Energy and
Traffic Investment Company, LTD. or SETIC, a State-Owned Enterprise (SOE) with approximately 50,000 employees. SETIC is responsible
for major transportation and energy initiatives such as the construction of high-speed rail, the owning and operating of fleets
of public buses and taxis, and the deployment of renewable energy generation. SETIC currently operates 4,000 electric buses and
10,000 electric taxis, and has plans to electrify its entire fleets. They currently lack sufficient charging infrastructure to
service their own requirements and have been tasked by the governing Party in Beijing to expand EV charging infrastructure across
Shanxi Province and the rest of China. Envision and SETIC signed a non-binding LOI which describes the terms and conditions governing
how both parties will form a NEWCO with equal (50/50) ownership. SETIC will contribute the required financial, human and physical
infrastructure resources while Envision will contribute a non-exclusive license to its proprietary technology solutions further
described in this document. The NEWCO will be responsible for the selling, manufacturing and deployment of Envision’s products
in China. On October 16, 2018, a delegation from SETIC visited Envision’s factory to perform due diligence on the Company,
its products and facilities, and to discuss moving forward with the negotiations on a definitive agreement for a new jointly owned
company in China (NEWCO). At the end of a series of meetings, which took place throughout the day, the SETIC delegation reported
to the Company that they were impressed with the Company, its products and facilities. They expressed their intention to return
to Shanxi, China with a recommendation to proceed with the business relationship outlined in the LOI executed by Envision and
SETIC in April 2018, and that they wish to accelerate the pace of negotiations and activities required to that end. Our subsequent
meeting with SETIC in China in January 2019 continued the progress toward achieving a definitive agreement for launching NEWCO.
While this transaction and relationship are not finalized or formalized, we believe that these activities are useful advances
towards our goal of becoming active in the world’s largest and most active EV market. We will continue to endeavor to create
an agreement with a partner in China with whom we can execute a secure and beneficial arrangement for Envision Solar.
We believe that
our international efforts could represent a significant set of new, large, and growing opportunities for the Company to monetize
in the future.
Continue
to Create Innovative Industry Leading Products.
EV Standard™
- We have invented and are in the late stages of product development on, our patent pending EV-Standard
™
product
which is, in our belief, the ideal curb side charging solution. We believe that the “curbside” or “on-street”
sector is another area in the developing charging ecosystem which provides major opportunities for us and challenges for our prospective
customers and competitors.
UAV ARC™
-
We are in the development stage of, and have filed a patent application in the United States for, our new invention
providing for aerial and maritime electric drone charging networks powered by renewable energy and readily deployable. Our electric
drone charging network infrastructure is designed to extend the range and improve the effectiveness of electrically powered drones.
ARC Mobility™
-
We have observed that the commercialization of our ARC Mobility™ transportation solution has revolutionized
the way that we deliver our EV ARC™ product to our customers. We believe that EV ARC™ is already the most easily deployed
EV charging solution available today. ARC Mobility™ makes it even easier and as a result, we believe it could help increase
the product’s penetration and sales. We have already sold ARC Mobility™ to customers including New York City and Google.
Transformer EV
ARC™
–
We are starting to see increased interest from overseas markets for our products. We are in the
process of extending elements of our IP protection to Europe and China. The Chinese have issued a Chinese patent for our EV ARC™
and the European Patent Office issued a notice of intent to grant a patent for EV ARC™ on October 15, 2018. In 2016, we
delivered an EV ARC™ to the government of the U.S. Virgin Islands which survived Hurricanes Maria and Irma. We have designed
EV ARC™ to be transportable, and within the Continental United States, we can now transport it using either our ARC Mobility™
trailer or commercial trucking companies. We have invented, tested, and delivered a design modification which allows us to effectively
collapse the EV ARC™ for containerization with a simple expansion process at the destination which does not require sophisticated
personnel, tools or significant time. The United States Patent and Trademark Office (“USPTO”) has issued us a patent
on this technological improvement (Transformer ARC™) on or about March 18, 2018. Our first successful deliveries of such
units were made to New York City during the third quarter of 2015 as well as to the Caribbean and Spain in 2016. Since that time
all EV ARC™ units which have been delivered to customers at locations greater than 1,500 miles from our factory have been
Transformer ARC™ products. Management believes that our ability to ship EV ARC™ products in commercial container units
will allow us to address overseas and distant markets in a way which has not been possible until the successful testing and delivery
of Transformer ARC™, and in a way which we believe no other competitor can match. We believe global growth in EV charging,
Out Of Home advertising, and energy security is vibrant. We believe that our ability to ship products worldwide will allow us
to take advantage of these global opportunities.
Solar Tree®
Structure Product/Technology Development
–
We are continuing to improve the designs and efficiencies of our products.
Significant emphasis is placed on innovation which we believe enables higher quality with increased deployment efficiency and
reduced deployment risk. Fabrication and installation methodologies which replace labor with mechanized processes are favored.
Our design, fabrication, and procurement processes are under constant improvement to increase efficiency and control costs.
ARC™ Technology
is the integration of storage into all existing Envision products. Battery storage removes the intermittency of electrical
delivery often cited as a reason for not taking advantage of renewable energy. We believe Envision is positioning itself to be
a leader in the convergence of renewable energy generation and storage. We believe our EV ARC™ product is an elegant embodiment
of this convergence. We are currently under contract to deliver our Solar Tree® DCFC with integrated battery storage to the
Fresno County Rural Transit Authority. Our EV-Standard™ product has battery storage as an integral part of its design. We
plan to continue to commit engineering resources to this space with the intention of making all products storage capable. The
energy storage market is nascent, and according to industry analysts, poised for growth in the coming months and years. Management
intends that we be a leader in the integration of renewable energy products with battery storage solutions.
Our Products
can be Used in Multiple Markets including the Out Door Advertising Market (or Out of Home Advertising –“OOH”),
Providing Us with a Unique Opportunity to Expand and Monetize the Markets in Which We Operate.
We believe that
our technology can potentially be monetized in a variety of ways to commercially exploit inefficiencies in certain markets such
as the advertising industry. By offering a unique, appealing and socially worthy outdoor physical platform to host digital and
static outdoor advertising displays or sponsorship and naming rights, we are in a special position to earn revenue in this business.
In November 2017,
we executed an agreement with OutFront Media (NYSE:OUT). The agreement covers the relationship in which OutFront sells sponsorship
and naming rights to networks of EV ARC™ products distributed across major U.S. cities starting in San Diego, California.
OutFront has successfully sold similar deals in the past to fund bike sharing programs and believes that the market for sponsorship
and/or naming rights for highly visible, solar powered EV charging networks may be as or more lucrative than the bike sharing
programs. The business model involves a third party, typically a large corporation looking to enhance its corporate image, paying
a fee for the rights to name or sponsor an EV ARC™ network. The duration of the sponsorship might be three to five years.
The fee is calculated based upon Envision’s selling price of the product and a success fee paid to OutFront Media. Envision
or a related entity would retain title to the units during the term and at the end of the term we would have the right to repeat
the process. We believe that this model may constitute a significant opportunity for growth in the volume of units we deploy,
and also a recurring revenue stream to augment our one-time product sales revenues. We are currently working with OutFront Media
to secure permission from the City of San Diego for our intended use.
We have also secured
an agreement with ACE Parking to deploy EV ARC™ Digital in their parking lots across San Diego, California, and more broadly.
We may also seek an advertising partner or work with OutFront Media to monetize the value of the advertising screens. We have
walked the ACE locations with an OOH company which has confirmed that they will allow for sufficient visibility of our screens
to make an attractive advertising platform. The OOH company identified 60 initial locations in San Diego which the Company believes
will generate advertising revenue using our EV ARC™ Digital. We will continue to seek to develop relationships with OOH
providers. With success in San Diego, management plans to endeavor to expand our EV ARC™ Digital network to other cities.
Management believes that the combination of our transportable, solar powered EV chargers with digital and static advertising may
present a significant growth opportunity for the Company.
Differentiation from Competitors
We believe our
chief differentiators from our competitors are our ability to invent, design, engineer, and manufacture solar powered products
which dramatically reduce the cost, time and complexity of the installation and operation of EV charging infrastructure and outdoor
media platforms when compared to traditional, utility grid tied alternatives.
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Rapid
deployability and scalability of our products.
We believe that our products are
more rapidly deployed and more scalable than any of the other solutions in the markets
we target. At a time when rapid growth is required in the amount of publicly available
EV charging infrastructure we believe that our ability to deploy permanent solutions
in a fraction of the time and often for much lower costs than our competition is a significant
differentiator.
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Lower
total cost of ownership
. We believe that our reliance on renewable energy sources
such as solar and wind rather than utility provided electricity, combined with our low
or no construction installation requirements, will make our products less expensive to
own and operate in many instances.
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Environmentally
sound approach.
We believe that many of our customers are increasingly aware
of the environmental impacts of their operations. Those customers who are installing
EV charging infrastructure are aware of the pollution associated with transportation
and seek the cleanest method of fueling their vehicles. This is a significant contributing
factor in their choice of electric vehicles. Because our products can be entirely powered
by renewable, clean, solar energy as opposed to grid electricity which is 63% powered
by carbon fuels and nuclear energy in the US, we believe that our environmentally sound
approach will continue to be viewed as a significant differentiator by our customers
and prospects.
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Unique
operating capabilities of our products
. We believe that our product’s capability
to operate during grid outages and to provide a source of emergency power rather than
becoming inoperable during times of emergency or other grid interruptions is a significant
differentiator from our competitors. Our products give our customers ultimate flexibility
in a time of need while also providing operational efficiencies in normal operating conditions.
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Strong
patent portfolio to protect our products
. Our ability to create new and patentable
inventions which are marketable and a complex integration of our own proprietary technology
and parts with other commonly available engineered components is a further barrier to
entry for our competition. The resulting products are built to have the longest life
expectancy in the industry while also delivering valuable amenities and potentially highly
attractive revenue opportunities for our customers.
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Diversified
product portfolio provides multiple
markets
to monetize.
Envision’s
products are designed to deliver multiple layers of value. Those value propositions include
impact free renewably energized EV charging; media, branding, and advertising platforms;
sustainable and secure energy production and storage; reduced carbon footprint; high
visibility "green halo" branding; reduction of net operating costs through
reduced utility bills; and revenue creation opportunities through sales of digital out
of home (“DOOH”) media. The Company sells its products to customers with
requirements in one or more of the three markets it addresses. Qualified customers can
also lease our EV ARC™ products through leasing relationships we have developed,
but not yet utilized. Envision’s products can qualify for various federal, state,
and local financial incentives which can significantly reduce final out-of-pocket costs
from our selling price for eligible customers.
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Manufacturing
and operating efficiencies
. We believe that the continuation of our strategy
to create highly engineered, highly scalable products that are manufactured in-house
and that are delivered complete or as a kit of parts to the customer site, and which
require minimal planning, entitlement, or field labor activities, is further positioning
us as a leader in the provision of unique and highly scalable solutions to the markets
we target. Our products are complex but standardized, readily deployable and reduce the
exposure of the Company and our customers to the risks and inherent margin erosion that
are incumbent in field deployments.
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We have invented
and incorporated EnvisionTrak™, our patented and proprietary tracking solution, into all of our products, furthering the
unique nature of our products and, we believe, increasing our technological leadership within the industry. EnvisionTrak™
is a complex integration of high quality gearing, electrical motors, and controls which are combined in a robust, highly engineered,
and reliable manner. While there are many tracking solutions available to the solar industry, we believe EnvisionTrak™ is
the only tracking solution which causes the solar array to orient itself in alignment with the sun without swinging, rotating,
or leaving its lineal alignment with the parking spaces. We have received a patent on our claims of these attributes. We believe
this is a vital attribute in solar generators in parking environments, since any swinging or rotating arrays could result in impeding
the flow of traffic, particularly first responders such as fire trucks, in the drive aisles. It is a violation of many local codes
to have restricted overhead clearance in the drive aisles. EnvisionTrak™ has been demonstrated, through data obtained from
our customers, to significantly increase electrical production. An additional value is derived from the high visual appeal created
by EV ARC™ or Solar Tree® structures which are tracking the sun in perfect synchronicity. EV ARC™ and Solar Tree®
products incorporate our latest engineering and fabrication improvements. This has allowed us to reduce costs and time to deploy
Solar Tree® structures, and we have seen improvements in the fabrication processes for all of our products. We anticipate
further improvements in future deployments of the products as we incorporate more smart technology, data management and energy
storage capabilities.
EV ARC™ products
fit in a standard legal-sized parking space but they do not render that parking space unusable because vehicles, EV or otherwise,
can park on the high-traction ballast pad. This is a significant differentiator for our product as most commercial and government
owned parking lots have a minimum number of parking spaces which they must provide, according to local codes, to support their
tenants, employees and visitors. Reducing, even by one, the number of available parking spaces might place the building out of
compliance with local and perhaps other codes. We believe that the fact that EV ARC™ does not reduce parking creates a significant
barrier to entry for our competition as our high-traction ballast pad forms part of our patent. EV ARC™ products are delivered
to our customers’ sites ready to operate.
For customer locations
within 1,500 miles of our factory, we use our proprietary and unique transportation system, the ARC Mobility™ trailer (“AMT”).
The AMT is a hydraulically operated trailer which is towed behind a standard one-ton pick-up truck with either a hitch or a gooseneck
connection. The AMT uses hydraulics to elevate the EV ARC™ unit above the ground and fix it beneath the AMT trailer where
it stays during transportation. Upon arrival at the site the driver uses the hydraulic system to lower the EV ARC™ product
into its designated parking space. This process takes as little as four minutes and is performed by one individual with no other
specialized equipment. We typically deliver EV ARC™ products during the night because our target parking spaces are generally
open at that time. For very tight locations we have a small electric powered tug which can maneuver the AMT into locations which
will not accommodate both the truck and the trailer. Destinations which are greater than 1,500 miles from our office are reached
through deliveries by third-party carrier’s trucks and trailers or in standard shipping containers by truck, rail or sea.
Because the EV ARC™ is too large to fit inside a container in its fully erect position we have invented, patented and perfected
a modification to the product which we call Transformer ARC™. Transformer ARC™ products can, using a hydraulic ram,
collapse in upon themselves (stowing) thus presenting a much smaller form factor which will fit inside a shipping container. When
the Transformer ARC™ product arrives at its destination it is un-stowed using the same hydraulic ram and then placed, fully
erect, into its designated parking space. The Transformer ARC™ modification to the EV ARC™ is patented. We believe
that our ability to ship the EV ARC™ in different configurations and by different means is both unique and a significant
differentiator from our competition.
In some instances,
we have integrated a digital, static or scrolling advertising screen onto the EV ARC™ creating the EV ARC™ Media.
These advertising screens are resistant to weather, theft, and vandalism and are powered entirely by the EV ARC™. The introduction
of the advertising screen creates new potential revenue streams for the owner of the EV ARC™ and we believe that this makes
an EV ARC™ a more attractive product for certain prospective customers. This advancement could lead to multiple other similar
uses of our products. Because the EV ARC™ product delivers valuable services such as solar powered EV charging and a secure
energy source which can be used by first responders during grid failures, management believes that the signage, promotion and
advertising may be eligible for permitting where other advertising platforms would be prohibited.
EV ARC™,
the Solar Tree® and EV Standard™ are designed to address the sizable market of EV charging infrastructure. We believe
the current lack of such infrastructure is the single greatest impediment to the adoption of EVs in the U.S. and elsewhere. A
standardized, portable, easily deployable EV charger, which is renewably energized rather than relying on carbon based electrical
energy, would appear to have significant appeal to those who are interested in the proliferation of EV’s and EV charging
infrastructure. We believe no competing company has a similar product, so the Company’s first-to-market position should
create an opportunity for a sizable share in the market interest.
Manufacturing and Operating Efficiency
Through ongoing
operational improvements, cost reductions and increasing sales volumes, we have reduced the total costs for labor and parts for
most individual EV ARC™ products to the point where they are lower than the selling price at the individual product level.
We expect to report overall gross profits on overall sales of our products in the near future as we begin to sell sufficient volumes
to overcome the impact of overhead costs associated with our fabrication facility, which is sized to accommodate significant growth.
Historically, our fixed overhead costs such as rent, insurance and other direct overhead costs were spread across the modest volume
of units we had produced and, as a result, we generally recognized net losses on sales rather than gross profits. We continually
endeavor to make production improvements in both our products and our processes to reduce our manufacturing costs while maintaining
the high quality for which we strive. Since the inception of manufacturing products for sale, we have reduced production costs
by over 50%, and increased the power and performance of those products by 87%. At the same time, we have significantly decreased
the production elements required to produce each unit, reducing the time necessary to complete assembly. As unit sales continue
to increase and are sufficient to overcome certain fixed overhead costs shared amongst all of our production, and we sustain the
trend of reducing our costs through improved economies of scale, production process improvements, and component cost reductions,
management believes that gross profits will be realized and maintained. In 2018 we announced record revenues and declining gross
losses. We believe this is a validation of our assertion that with enough volume we can and will produce positive gross margins.
Operations
We are headquartered
in San Diego, California in a leased 50,000 square foot building professionally equipped to handle the significant growth possibilities
we believe are in front of us. The facility houses our corporate operations, sales, design, engineering and product manufacturing.
The EV ARC™
and Solar Tree® structures are currently fabricated in this facility. We intend to fabricate EV-Standard™ and UAV ARC™
in the same facility. We have reduced certain direct costs associated with individual products as a result of insourcing fabrication.
We believe we have been better able to control quality as a result of our own in-house manufacturing processes as opposed to outsourcing
this activity as we did in the past. We have made improvements to existing products and are able to introduce new products in
a much more timely and efficient manner. Management believes that the product development process is significantly faster and
less expensive when carried out by an in-house fabrication facility. We sell our Solar Tree® products as an engineered kit
of parts to be installed by third parties employed by the buyer of the Solar Tree® kit. We will continue to deliver our EV
ARC™ product, using the specialized and proprietary ARC Mobility™ trailer, within an approximate 1,500-mile range
of our fabrication facility, and use third party transportation solutions and Transformer ARC™ for greater distances. Our
EV Standard™ and UAV ARC™ will be delivered by third party transportation providers.
Management believes
that the continuation of our strategy to create highly engineered, highly scalable products which are delivered complete or as
a kit of parts to the customer site, and which require minimal planning, entitlement, or field labor activities, is further positioning
us as a leader in the provision of unique and highly scalable solutions to the market markets we target. Our products are complex
but standardized, readily deployable and reduce the exposure of the Company and our customers to the risks and inherent margin
erosion that are incumbent in field deployments. Wherever possible, the components of the Solar Tree® structures are factory
integrated and assembled such that complete assemblies are delivered to customer sites so that they may be erected and installed
by readily available local labor contracted directly by the site host without our involvement. As part of the delivery of Solar
Tree structures to our customers, our design and engineering team has created a detailed, step by step, installation manual that
can be used by any competent construction firm to seamlessly erect and install our structures. With this manual, we believe the
ease of installation can be directly communicated to minimize installation costs and thereby reduce sales hurdles, resulting in
increased sales.
The EV ARC™
product family requires no field installation work and is typically delivered to the customer site by us or by a third-party transportation
company for a fee.
We continue to
bring engineering improvements to our products that are designed to increase the level of standardization and reduce the field
labor and effort required for product deployment. The EV ARC™ is the embodiment of this strategy in that it requires almost
no field activity beyond “parking” it in a space. We have invented and produced the ARC Mobility™ trailer which
is a hydraulically operated delivery trailer that can place an EV ARC™ in its final location in as little as four minutes.
We strive to benefit
by the deliberate continued utilization of certain outsourced resources. While we develop all intellectual property in-house,
product designs are vetted by third-party structural and electrical engineering firms to ensure that the designs meet the local
jurisdictional requirements and codifications for the deployment locations. We believe this further helps dissipate potential
liabilities for the structural and electrical elements by providing additionally insured experts with partial responsibility for
the designs.
Sales and Marketing
Envision uses research
to identify potential customers utilizing the following list of titles: Fleet Managers, Facilities Mangers, Parking Managers,
Public Works, Equipment Managers, City Planners, Acquisitions, Transportation Managers, Sustainability Managers, Environmental
Services, Energy Managers, Engineering and Energy Consultants. This is straight forward in the government space, however, reaching
persons responsible for adopting and implementing EV charging infrastructure in the enterprise space can be challenging and resource
intensive. The challenge for marketing and sales is reaching customers early when they have the initial need and before they choose
a more difficult and costly method of installing EV charging infrastructure.
Envision uses a layered
approach to marketing in support of direct sales, involving a combination of regional and industry focused campaigns, nurturing
campaigns, tradeshows, speaking opportunities, product demonstrations, press releases and social media (Facebook, Instagram, Twitter,
and LinkedIn). We are rebranding and updating our website which will serve as a foundation to connect with our customers, influencers,
investors and enthusiasts. Envision is, we believe, an industry leader in the EV charging infrastructure space and the website
will be used to highlight that with webinars and industry news to automate the education of our markets helping them confidently
make an informed decision about the purchase of our products. Presentation and execution will continue to remain a priority and
we will keep sales and marketing materials updated to ensure messaging is on point and consistent with our product offering, customer’s
needs and industry standards.
We have recently
engaged an artificial intelligence (AI) company, Kriya Ai, to assist us in the identification of prospective customers. We have
previously relied upon manual searches to identify potential leads, using certain characteristics we believe are common amongst
those who might buy our products. The AI tool can be embedded with the same characteristics and once so embedded, will automatically
search the World Wide Web, seeking prospects that meet our requirements. The AI tool will also automate the initial contact with
the prospects thus drastically reducing the time and energy our sales people have to invest in prospect identification. We believe
that a lack of knowledge about our company and products is one of the most significant inhibitors of our sales and as such we
are continuously seeking new ways to efficiently inform potential buyers of our product’s existence. We believe that the
use of AI will play a significant role in our future sales efforts.
Envision products
can have a long sales cycle. This is a sophisticated sale and often a large capital expense for our customers. Sales often hinge
on bureaucratic processes and funding approval. Political mandates do not always equal availability of resources to execute policy
into action. We will continue to strive to increase conversion rates by providing a “boutique like” sales experience
once prospects have been identified. The sales team uses
Salesforce
to track and maintain contact with customers and
Salesloft
to increase the efficiency of campaigns and measure effectiveness. Data metrics and a rigorous evaluation of budgets will
be used to maximize the impact of resources. Our sales team personnel are experts on our products and make sure our products are
selected and designed to exceed our customer's needs.
Historically, we concentrated
a sizeable portion of our resources on product development and engineering. We now have a reproducible suite of products which
address the three market verticals in which we operate (EV charging infrastructure; out of home advertising infrastructure; and
energy security). As a result, we have increased our focus on sales and marketing and intend to continue to grow this focus in
2018. In 2016, we hired employees to form a sales team to sell our products directly through telephone and emailing campaigns.
We believe our sales team has created a significant pipeline of prospective customers and has already converted such efforts into
contracted sales. From this point onward, our sales activities are being undertaken in the following manner: direct sales efforts
undertaken by our “in-house” sales team, direct sales efforts undertaken by other independent contractors, direct
sales efforts as a result of management relationships, and follow-on sales to existing customers. Whenever possible, we will increasingly
use AI and other methods we deem appropriate to identify prospective customers.
Our marketing efforts
are responsible for the generation of many of our sales leads and have included : attendance at trade shows and conferences, often
with live demonstrations of EV ARC™, deliveries of a demonstration EV ARC™ unit to potential customer sites so the
customer can directly experience the benefits of the product, web site and limited search engine optimization, direct electronic
mailings to prospects within our target markets, social media outreach on Facebook, Instagram, Twitter, and LinkedIn, video postings
on YouTube and Vimeo, distribution of printed materials promoting our products, industry speaking engagements and subject matter
expertise panel participation across the United States, with media interviews in print, radio and television. Currently we are
targeting Corporations, outdoor advertising companies, automotive related companies, municipalities, state and federal government
entities, utilities and commercial real estate.
We also have independently
contracted sales resources that are paid based upon performance. They are paid a percentage of revenue only when we actually receive
payment from our customers. Our team will assist such contractors in the creation of proposal documents when the prospective sale
appears to warrant the commitment of resources to such an activity. These contractors are responsible for their own costs except
in some instances where the Company’s management pre-approves an expenditure aimed at winning a sales contract.
We continue to
explore the use of sales channels to communicate the value of and sell our products. Examples of the types of channels we seek
are: upstream vendors such as solar module manufacturers, inverter manufacturers, battery manufacturers, EVSE manufactures, EV
charging service providers, Outdoor advertising companies, General contractors, Architects, and Engineers and consultants.
During 2016, we
added multiple members to be a part of our national sales team, including a new director of sales and business development who
is a former Navy Seal Intelligence Officer, as well as developed national sales strategies. We continue to pursue and make progress
on promising sales opportunities. Using our contracts with the State of California and the City of New York, we continue to garner
sales and add new government customers. We have received follow on orders from New York City, Caltrans and others, and added new
California ordering departments. We believe we are going to secure new orders from other agencies. We continue to have discussions
with other governmental and private sector organizations which management believes will result in near term future orders. Additionally,
we have been delivering our EV ARC™ on our ARC Mobility™ trailer to a variety of locations during a “Guerilla”
marketing road show. The EV ARC™ is being delivered to corporate campuses in major California metropolitan areas such as
San Diego, Los Angeles, San Francisco and Silicon Valley. We pre-announce the free availability of solar powered EV charging –
“Driving on Sunshine” – through the human resource and marketing departments of the host companies. It is hoped
that the host companies and their employees will see the ease of deployment and the value of highly visible solar powered EV charging,
and as a result, buy our products. We believe that this has been a good way to raise awareness about the unique values that our
products deliver.
In December 2017,
we hosted our first community outreach event showcasing Envision’s products at our factory in San Diego, California. More
than 100 local government and private sector workers who had expressed an interest in learning about our products attended. At
a certain point in the evening we demonstrated the delivery of an EV ARC™ product to a parking space in our lot. We timed
the delivery from the time our delivery truck crossed the property line to the time that an EV was plugged in and charging on
the EV ARC™ product. In this manner we were able to demonstrate, to a large number of potential prospective buyers, our
ability to deploy an EV ARC™ in as little as four minutes. We believe that this educational outreach was a success and that
it has resulted in an enhanced understanding and awareness of our products value and capabilities. We have executed more community
outreach events and plan for multiple locations across California, which started in Orange County in March 2018. Our intention
is to educate the broadest possible audience to our products’ capabilities. We intend to video the more polished performances
and use those to reach a much wider audience across the Internet and social media.
Major Customer
Contracts
In 2017 and 2018,
we have had two major customers, the State of California and the City of New York, that have accounted for a substantial portion
of our revenue. Indeed, during this period, over 90% of our revenue came from government customers. The following summarizes
the basic terms of the current contracts with the State of California and the City of New York:
City of New
York Requirement Contract
. As of March 17, 2017, the Company received a Requirement Contract from the City of New York
(the “NY Contract”) for 36 EV ARCs™ and one ARC Mobility™ trailer, all of which have been delivered,
for a total contract price of $3,797,710. The NY Contract is a purchase order under the Company’s master contract with the
City of New York. The term of the NY Contract commences on April 17, 2017 and expires on April 16, 2020. When delivered, each
unit must be ready for operation. The NY Contract requires the following warranties: at least three years for each complete unit,
and 25 years for each photovoltaic (solar) panel, five years for each solar inverter, and two years for each integrated battery
solution within each complete unit. We pass through our vendors’ warranties on components such as solar modules and some
other long-term warrant items. On September 10, 2018, the Company received a new $3,300,000 order from the City of New York
for 50 EV ARC™ units of which the Company delivered 16 such units during 2018 for a contract price of $1,054,560. The Company
intends to deliver the remaining units on the purchase order during the first half of 2019.
Contract with
the California Department of General Services
. On June 12, 2015, the Company’s bid for solicitation was accepted
by the California Department of General Services (the “California Contract”). The term of the California Contract
is for one year with two extension options for one year. The California Contract permits California state and local government
agencies, including cities, counties, special districts, California State universities, University of California systems, K-12
school districts, and community colleges, to purchase EV ARCs™, ARC Mobility Trailers, and related accessories from the
Company. As of December 31, 2017, the Company had sold a cumulative total of 38 EV ARCs™ for a cumulative total of $2,365,844
through the California Contract. As of December 31, 2018, the Company had sold a cumulative total of 58 EV ARCs™ for
a cumulative total of approximately $3,610,980 through the California Contract. In June 2018, our contract with the State
of California was renewed for up to four more years (two years with two additional one-year options), and its scope was expanded
to include more of our products, including our EV ARC™ HP DC Fast Charging Electric Vehicle Autonomous Renewable Charger,
with a State estimated value of over $20 million.
New Patent Applications, Products and Technologies
We believe that the
improved EV charging experience offered by the EV-Standard™ design will be a differentiator for our company in a potentially
very large market. On street, or curbside, charging is considered by many jurisdictions to be an important factor in the future
EV charging infrastructure mix. This is particularly true in cities like New York and San Francisco where many residents have
to park their vehicles on streets and therefore cannot take advantage of EV chargers deployed in parking lots or residences. In
New York City many of the city’s fleet vehicles also park on street at night time. While we are supplying our EV ARC™
products to charge New York’s fleet vehicles in parking lots, they seek solutions to charge those vehicles which are parked
on the street most of the time. Furthermore, we have learned from California’s Energy Commission (the “CEC”)
that as few as one in seven Californian apartment dwellers park their vehicles close enough to an electrical circuit to charge
their vehicles overnight, even if there were EV chargers installed at those locations where circuits do exist. CEC states that
this will mean that an increase in work place and on street charging must take place if California’s electrification goals
are to be met. We currently provide work place charging to certain departments and government agencies of the State of California
through our EV ARC™ product. We believe that EV-Standard will become an excellent choice for California, New York and many
other cities across the United States and the world as a viable and reliable on-street EV charging solution, and as such, we believe
that EV-Standard™ represents an important opportunity for future growth. Like the EV ARC™ and Solar Tree® products,
the EV-Standard™ will not rely upon a grid connection and will be able to continue to charge EVs during black-outs or other
grid interruptions.
Envision continues
to identify other complimentary product offerings and enhancements to current offerings, and is in the design, engineering, and
patenting phase on certain such products, including without limitation its new UAV ARC™ drone charging infrastructure product
for which it recently filed a new patent application in the United States.
Intellectual Property
Envision owns the
registered trademark Solar Tree® structures. The Company has been issued five patents: one directed to Solar Tree ® structure
(patent No. 7,705,277), one directed to EnvisionTrak™, a dual-synchronous tracking system for its solar products (patent
No. 8,648,551), one directed to EV ARC™ product (patent No. 9209648), one directed to Transformer ARC™ (patent No.
9,917,471) and one directed to EV ARC™ product in China (Patent No. 201380042601.2). Additionally, on October 15, 2018,
the European Patent Office issued a notice of intention to grant a patent for our EV ARC™ product in Europe (European Patent
No. 13828020.1). Our EV-Standard™ product is currently patent-pending. Our patented Transformer ARC™ product is patent
pending in China. Our UAV ARC™ product is currently patent pending.
Competitors
The markets we
address can be intensely competitive. The products we produce are chiefly designed to offer an alternative to traditional, utility
grid-tied EV charging infrastructure. As such we are subject to competition from a number of companies which are involved in the
design, construction and installation of fixed grid-connected EV charging stations that depend on the utility grid for a source
of power, and on the construction and civil and electrical engineering services required for the installation of traditional infrastructure.
Rather than competing with specific companies, we instead offer a turnkey technology product solution which competes with an entire
ecosystem involving the design, engineering, permitting and constructing of civil projects. A potential customer for our products
can chose between buying and installing our turnkey product or engaging a company, or group of companies, to provide the services
which, in the end, provide essentially the same services and amenities as our transportable, rapidly deployable solutions. Such
a group might include architects, civil engineers, electrical engineers, zoning specialists, consultants, general contractors,
electrical contractors, and EVSE vendors. We are not aware of any other Company which offers a product which competes directly
with ours, rather, we compete with a wide range of vendors and providers who offer the components of an end solution which our
products provide in a single package. Whether we are targeting EV charging, outdoor media or energy security, our chief differentiator
is our ability to enable these services and amenities without the requirement for constructed and permitted supporting infrastructure.
EV Charging
The EV charging sector is growing rapidly
with many companies playing different roles in the space. Companies such as Schneider, Eaton, AeroVironment, and Bosch manufacture
EV charging units but do not offer charging services. Companies such as Chargepoint and Blink (NASDAQ: BLNK) offer EV charging
services and hardware but not, typically, installation. It is possible that we have competed for customers with the above-named
vendors, however, in most cases we do not find ourselves competing with them because our products often incorporate their products
and as such, rather than competing with them we are creating opportunities for them which they would have missed if they relied
solely upon traditional grid tied installations. In some instances they introduce our products to their customers. A good example
of our partnering with a company which can be viewed as a competitor is that all of the EV ARC™ units we sell to New York
City have ChargePoint EVSE (the actual EV charger) installed on them. We are not competing with ChargePoint, we are partnering
with them to serve New York’s requirements. It is important to note that while we are involved in the EV charging market,
we do not provide an EVSE solution, rather, we enable other best of breed EVSE solutions by providing a source of energy and a
mounting asset for them.
There are many
companies which offer installation services for the EV charging market. They are typically from electrical and general contracting
backgrounds as well as some larger project management firms such as Black and Veatch, Bechtel, CH2M Hill and AECOM. They aggregate
the disparate and fragmented service providers performing traditional construction services which have, until the introduction
of our technology alternatives, been essential for the installation of EV chargers. We could be said to compete with these sorts
of providers because our products essentially negate the need for the services they provide. There are one or two companies which
are endeavoring to find ways to monetize EV charging beyond generating revenue from services or hardware. These activities compete
with our outdoor media initiative in that they attempt to use alternate sources of revenue to support EV charging infrastructure
and to generate a profit. Volta is a San Francisco based EV charging company which derives revenue through the sale of advertising.
Volta gives charging away for free. They are deployed in a small number of shopping malls and other locations. Volta is a privately
held company that recently raised $35 million from investors such as GE Ventures, Orsted Venture, nautilus Venture partners, Idinvest,
Virgo Investment and Autotech Ventures. Many solar companies are now fixing EV chargers to their parking lot structures and some
are offering packages combining solar rooftop installations and EV charger installations for the residential market place. These
installations are almost always grid tied and do not include energy storage. We know of no other company that has a fully self-contained,
transportable, autonomous, solar powered EV charging solution, and we know of no other company that offers a product which delivers
DC fast charging solely from solar generation.
We also face competition,
to some extent, from entities which are offering free or discounted EV charging infrastructure to our prospective customers. Utilities
such as the three large IOUs (investor owned utilities) in California (SDG&E, PG&E, SCE) have successfully lobbied the
CPUC for permission to rate base the costs of installations of EV chargers. As a result, they can offer the installation, or “make
readies” of electrical circuits and other civil infrastructure, for a lower price or in some instances for free, to certain
customers. We have found that the types of locations and the types of customers to which these benefits are offered are limited
and generally do not compete with our solution. The perception amongst our prospective customers that they might qualify for cheap
or free installations can, however, complicate our selling process. SDG&E is already using our products, and we are endeavoring
to sell our products to PG&E and SCE as well. We believe that we can reduce the negative impact of the competition we face
from utilities by demonstrating to them that they can benefit from using our products in the same way that our other customers
do, thus converting them to customers and sales channels for our products. In any event, the utilities which do offer discounted
installations do not compete with our products post installation where our products offer a life time of free electricity, and
the ability to continue delivering EV charging and emergency sources of power during black-outs.
Another example
of an entity which is providing free or discounted EV charging infrastructure is Electrify America (EA), the EV charging provider
born out of Volkswagen’s “Dieselgate” settlement with the US government. Electrify America is required to spend
approximately $2B on EV charging infrastructure ($800M in California) to satisfy the requirements of the settlement. Because EA
is paying for some or all of the installation costs associated with the EVSE it deploys, it can compete with us for customers.
The provision of the supporting infrastructure is, however, a cost center for EA and not core to its business model. Accordingly,
we are in the process of endeavoring to add EA as a customer to enable EA’s EVSE to compete with traditional providers.
We believe that in many cases our products will offer a superior and less expensive solution for EA’s requirements. We believe
that we can add EA as a customer and reduce its impact as a competitor.
Below is a table
showing a comparison between our EV ARC™ product and all the other offerings we can find, which claim to offer at least
some of the same attributes:
Outdoor Advertising
Envision’s
role in the outdoor advertising space is currently anticipated by management to be one of delivering hardware solutions in the
billboard, street furniture, and digital signage space. There are large well-established companies such as JC Decaux and Outfront
Media (NYSE: OUT) (with whom we have a contract) which specialize in the sale of advertising and also in the production of street
furniture solutions. Other vendors in the space include Daktronics which makes digital billboards and street furniture. We have
met with both companies and determined that they do not have a transportable solar powered solution. They have expressed that
they recognize the value of EV charging infrastructure as a platform for DOOH. They could potentially compete with us if they
determine to invest in developing solar powered products, however, we believe that our patents cover aspects of our product that
are crucial to its success.
There are many
companies which specialize in the placement of outdoor content on existing infrastructure, including but not limited to Capitol
Outdoors, Vistar Media, EMC Outdoor and Outfront Media. We are under contract with OutFront and in contact with some others and
intend to be in contact with more advertising media firms to educate them about our products. These companies can be seen as competition
as they are in the business of taking as much of the market share as they can for outdoor advertising content. However, they do
not always produce hardware. With that in mind we see these companies more as potential partners than competitors. Perhaps one
of the most interesting entrants into the outdoor digital content placement market is Google. With its announcement of time and
place-based content dispersal on outdoor digital screens, Google is taking its advertising placement technology outdoors. Google
has several solar and energy projects underway and as such, could create solar powered outdoor advertising technologies. Google
is currently a customer, purchasing EV ARC™ products for EV charging on its campuses.
The large outdoor
advertisers such as ClearChannel, Outfront Media, Lamar and JC Decaux have combinations of larger format billboards, digital billboards,
screens and street furniture. They use combinations of in house and outsourced resources to acquire hardware. We are not aware
that any of them currently have solar powered solutions such as those that we offer, however, we have seen each of them pay close
attention to sustainable options such as using solar panels adjacent to billboards to power them. We will endeavor, wherever possible,
to sell products to these companies. Each of them could create competing products to our products, however, we believe that our
patents cover aspects of our product which we believe to be crucial to its success.
Energy Security
Our focus in energy
security is to produce solar powered products which include battery energy storage and which can dispatch power during times of
grid or hydrocarbon fueled generator failure. There are many companies, both large and small, with solar energy solutions, many
with battery storage solutions, and many with combinations of both capabilities. As our focus is on creating products from the
combination of solar power generation (wind power is only contemplated for our patent pending EV Standard™), and
energy delivery and storage, we view the competition from companies producing these types of solutions to be most relevant to
our business. Companies in this space range from small startup companies like Green Charge Networks to behemoths like General
Electric and NEC. Siemens, Eaton, Schneider and other large electrical component companies are all also working on combined renewables/storage
product solutions. We are in contact with all these companies and have not observed that any of them have a product which provides
all the same value and differentiation that our EV ARC™ product delivers.
While we believe
that our proprietary designs and our deployment strategies differentiate us from our competitors in the market, there is no assurance
that our business, operating results, and financial condition will not be materially adversely affected by our competitors.
INDUSTRY OVERVIEW
Our Target Markets – EV Charging
For the first time
in more than a century’s history of the gasoline powered automobile, we are witnessing the beginnings of a major shift in
how we fuel transportation. Although electric vehicles (“EVs”) were prevalent at the birth of the automobile era they
were replaced entirely by vehicles with internal combustion engines (“ICEs”). A multi trillion-dollar industry was
developed around the sourcing, refining and delivery of hydro-carbon fuels for transportation. Today, Americans spend about half
a trillion dollars each year on fuel for internal combustion engine vehicles. The petroleum industry has shaped the history of
the 20th and the first part of the 21st centuries.
At the government
level, nations such as China, the United Kingdom, France, Norway, India, the Netherlands, Germany, and others are either banning
ICEs outright within the next two decades or strongly considering such bans. Tax incentives, grants and other funding for EVs
and EV charging infrastructure are common across the globe. China’s president Xi Jingping has recently mandated the deployment,
in China, of 4.8 million EV chargers by 2020 with a strong emphasis on renewable energy and pushing EV charging infrastructure
into rural and poor communities where utility grid connections are often insufficient to support this new load. Envision recently
received a Chinese patent for its EV ARC™, solar powered EV charging product. Morgan Stanley estimates that Western Europe
will need three million EV chargers by 2030. We also intend to assertively expand our presence in the European Union, where we
currently have a cooperation arrangement with a local company in Spain, which may become the springboard for eventual manufacturing
and sales of our products in the European market.
Following are a
sampling of headlines taken from recent press describing EV incentives globally. The list is not exhaustive:
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Subsidies help
China sell the most electric cars
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China extends
tax rebate for electric cars, hybrids
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Germany officially
announces a €4,000 incentive for electric vehicles starting in May
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France plans
new incentives to phase out polluting vehicles
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French families
encouraged to switch to electric cars with new subsidies
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UK announces
important £500 million electric car support for infrastructure and rebate
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Spain finalizes
plan for electric vehicle incentive and infrastructure funding
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Electric Car
Incentives In Norway, United Kingdom, France, Germany, Netherlands, and Belgium
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Reality of subsidies
drives Norway’s electric car dream
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Tax breaks and
incentives make Europeans buy cleaner cars
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Australia Initiates
Push for Electric Vehicles with Plans for Incentives
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Hybrid and electric
vehicle growth in India driven by government incentives and changing customer attitudes
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Partnerships,
incentives to get India to 2030 fossil-fuel vehicle ban
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B.C. drivers
can get up to $12K incentive to buy electric vehicle
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Sweden Offering
Huge Tax Rebate on Electric Vehicles
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New Zealand announces
EV incentives
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Mexico's e-car
users get incentives
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Costa Rica Approves
Incentives for Electric Vehicles
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Puerto Rico offers
excise tax breaks on hybrids, electric vehicles
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Japan Continues
to Offer Electric Vehicle Incentives
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Dubai announces
new electric vehicle incentives
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South Africa
Offers Up Unique Incentive for Local Electric Vehicle Manufacturers
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Local and State government
activities in the U.S. go beyond offering tax incentives. For example, the City of New York is currently replacing its entire
city-owned fleet with EVs. At time of writing, New York City owns approximately 1,700 EVs and is scheduled to own over 2,000 by
the end of 2018, according to the Director of Fleet Sustainability of New York City. The State of California has mandated that
5% of all government-controlled parking spaces must be EV ready by 2022 and California’s department of transportation, Caltrans
(along with many other departments), is rapidly electrifying its fleet of sedans. Over 35 California mayors, including the mayors
of Sacramento, Los Angeles, San Francisco, Oakland and San Jose, have signed an open letter to the California Air Resources Board
urging the agency to accelerate the deployment of zero-emission buses. In September 2018, Governor Brown issued a further executive
order setting out a goal for California to be carbon neutral by 2045, meaning that all the electricity consumed in the state will
have to come from renewable sources. Both New York City and the State of California have signed multi-year, multi-million dollar
purchasing contracts with Envision and are currently power users of our products.
Federal agencies
such as the Department of Energy (“DOE”) are also electrifying their fleets. The DOE consumes 400 million gallons
of gasoline each year and is actively working to reduce its reliance on carbon fuels. As a result, it is converting fleet vehicles
from ICEs to EVs. The DOE is a repeat customer of Envision as is the Department of the Navy.
Even war fighters
are moving to electric vehicles. The U.S. Marine Corps recently tested tactical electric vehicles at a future war fighting training
exercise at Camp Pendleton in California. ICEs require liquid fuels which have to be transported to forward operating bases (“FOB”).
Diesel can cost as much as $1,000 per gallon to deliver to a FOB and numerous lives have been lost in the process. ICEs are also
loud and generate a heat signature which makes them vulnerable to targeting and highly visible at night. EVs do not require liquid
fuels, are very quiet and do not generate exhausts and heat. (The U.S. Marine Corps used Envisions EV ARC™ product to fuel
the tactical EV it tested at the event described above). Marine Corps General Robert Neller stated that what Marines really need
“is a way to recharge batteries—or maintain a sort of expeditionary power capability that doesn’t cause me to
pull a wagon or something.” Envision’s products reliably produce power wherever they are located and do not require
any other source of fuel.
Following are a
sampling of headlines taken from recent press describing EV incentives in various U.S. states. The list is not exhaustive:
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New, bigger incentives
for electric cars could be ahead in California
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PG&E Customers
Eligible to Save $3,000 on a New Nissan LEAF Electric Vehicle
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Buying an electric
car in Colorado just got $5,000 cheaper
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Connecticut Starts
$3,000 Electric Vehicle Rebate Program
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Delaware finally
adjusts green car incentive program to boost EVs
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Delaware Now
Offers $2,200 EV Rebate + $500 EVSE Incentive
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Electric vehicle
tax credit resurrected in [Atlanta] General Assembly
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Bill to Extend
Maryland EV Tax Credit Moves Forward
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Massachusetts
& Maryland Join In On $3,000 Off 2018 Nissan LEAF
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Electric-car
boosters offer Minnesotans a rebate
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State Of New
York Says 5,750 Drive Clean Rebates Claimed In First Year
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New York sees
big jump in electric vehicle sales after rebate goes into effect
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Nissan $10,000
Rebate For North Carolina Residents
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Customers in
AEP Ohio territory can get $10,000 off Nissan Leaf purchase
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Oregon passes
electric-car purchase rebates up to $2,500; new EV fees delayed to 2020
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Pennsylvania
awarding up to $5M to support alternative fuel transportation initiatives
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More charging
stations, plus R.I. rebate program, equals more-convenient electric cars
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Vermont utility
offers $1,200 electric vehicle rebate
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Virginians will
get 10% up to $3,500 back on EV purchases if new law passes
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The private sector
is also actively engaged in the deployment of EV charging infrastructure. There are companies whose core offering is supporting
EV charging as a service, such as Chargepoint and Blink (NASDAQ:BLNK). The most aggressive private sector focus on EV charging
infrastructure is coming from businesses which seek to attract EV drivers and be ready for them in the future. Companies are offering
workplace EV charging for employees as a means to reduce the company’s carbon footprint, and as an essential recruiting
and retention tool. As more customers and employees drive EVs, so then must more businesses and employers offer EV charging to
satisfy this new need. Google, Johnson and Johnson, McDonalds, Dell and Genentech are good examples of the sorts of companies,
which are offering EV charging for their guests and employees. All of these named companies are current or former Envision
customers and using or have used our products. There are also other less obvious new entrants in the EV charging space. In
2017, Shell Oil bought New Motion, one of Europe’s largest EV charging providers. Shell (NYSE:RDSA) is also installing EV
chargers in its gas stations in Europe. This is the first move by a major oil company into the EV charging space but there is
much evidence to suggest that the others will follow suit. Currently major oil companies like Total are also invested in renewable
energy. Total owns a large percentage of Sunpower (NASDAQ: SPWR).
As a result of
a settlement with the U.S. government over the “Dieselgate” scandal, Volkswagen has formed Electrify America, a company
which will deploy EV charging infrastructure. The settlement calls for VW to spend $2 billion dollars on EV charging infrastructure
during the next decade with $800 million in California. Electrify America is a potential customer for Envision as they will need
a variety of solutions to meet their mandates. We are in regular contact with them.
The automotive
industry in general is actively growing its electric vehicle initiatives. Every major automotive original equipment manufacturer
(“OEM”) has announced plans to electrify some or all of its available portfolio of products. Following are a sampling
of headlines taken from recent press describing the OEMs actions. The list is not exhaustive:
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VW plans 16 new
EV plants – one in North America
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VW to spend $50B
by 2023 on an “electronic offensive”
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Volvo expects
half its sales to be pure electric vehicles by 2025
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Volvo to electrify
all cars from 2019: 'end of internal-combustion engine alone'
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BMW: 25 Electrified
Models To Arrive By 2025, 12 Of Which Will Be Fully Electric
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Rolls-Royce may
be electrified due to demand
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Jaguar Land Rover
to Electrify Its Entire Lineup by 2020
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Who's going all-electrified?
Volvo, then Jaguar Land Rover, now Lincoln
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BMW Targets Upwards
of 100,000 Electrified Vehicle Sales In 2017
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GM's Future:
20 All-Electric Vehicles by 2023
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Ford Promises
Performance Electric SUV & 40 Electrified Models By 2025 In $11 Billion Push
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Hyundai and Kia
to Have 26 Electrified Models by 2020
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INFINITI To Build
Five New Models In China And Electrify Its Portfolio
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Infiniti Will
Be “All Electrified” After 2021, Says New Report
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Ford Plans To
Electrify Trucks, SUVs and the Mustang
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Ford plans $11
billion investment, 40 electrified vehicles by 2022
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Nissan targets
sales of 1 million EVs annually by 2022
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Tesla expands
electric-vehicle portfolio with first truck and an updated roadster
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Honda (“HMC”)
to Launch Electric Cars in Europe and China
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Honda’s
‘Electric Vision’ – two thirds of European sales to feature electrified
powertrains by 2025
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Honda to electrify
two-thirds of its vehicle portfolio by 2030
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Toyota says all
its cars will have an electric or hybrid option by 2025
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The adoption of
EVs by individuals is still relatively low in absolute numbers but the trends show significant growth even in the face of cheap
gasoline. According to International Energy Agency (“IEA”) analysis, registrations of electric cars hit a new record
in 2016, with over 750,000 sales worldwide. According to Bloomberg, over 400,000 EVs have been sold in the second quarter of 2018.
With a 29% market share, Norway has incontestably achieved the most successful deployment of electric cars in terms of market
share, globally. It is followed by the Netherlands, with a 6.4% electric car market share, and Sweden with 3.4%. The People’s
Republic of China (hereafter, “China”), France and the United Kingdom all have electric car market shares close to
1.5%. In 2016, China was by far the largest electric car market, accounting for more than 40% of the electric cars sold in the
world and more than double the amount sold in the United States.
The global electric
car stock surpassed 2 million vehicles in 2016 after crossing the 1 million threshold in 2015, and exceeded three million vehicles
by November 2017. In the third quarter of 2018, the electric vehicle stock increased to four million.
Global EV Adoption 2010 to 2016
Until 2015, the
United States accounted for the largest portion of the global electric car stock. In 2016, China became the country with the largest
electric car stock, with about a third of the global total. With more than 200 million electric two-wheelers, 3 to 4 million low-speed
electric vehicles (“LSEVs”) and more than 300 thousand electric buses, China is also by far the global leader in the
electrification of other transport modes.
The growth rates
in electric vehicle sales and, as a result, the requirements for supporting infrastructure are impressive. To date, the deployment
of electric vehicle service equipment (“EVSE”) has not met the goals set by federal or state governments or any of
the larger companies currently engaged in the space. The reasons for the delays are numerous but the main impediments include
the following:
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Site
Acquisition – identifying and leasing/controlling locations
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b)
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Entitlement
– permitting and zoning requirements
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c)
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Civil
Works – foundations and trenching
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d)
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Inability
to move the EV charger once deployed
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e)
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Energy
– sources and cost of energy
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f)
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Reliability
– EV chargers will not work during utility grid interruptions
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g)
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Telemetry
– communications with the EV chargers
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As the number of electric
cars on the road has continued to increase, private and publicly accessible charging infrastructure has also continued to grow.
In 2016, the annual growth rate of publicly available charging (72%) was higher than, but of a similar magnitude to, the electric
car stock growth rate in the same year (60%). We have observed that the rate of sales of our products tracks the growth in EVs.
Bloomberg forecasts that there will be 559 million EVs on the road worldwide by 2040. The current ratio of EVs to EV chargers
in the world is approximately eight to one, and it is expected that the EV to EV charger ratio will need to be at least two to
one by 2030. Even at eight to one, the world will need at least 70 million chargers by 2040, or an average of approximately 3.3
million new chargers every year from 2019, and more than twice that many if all fleets electrify. Many cities across the United
States, including Atlanta, Los Angeles, San Francisco, San Jose, Pittsburg, New York and Newark, are transitioning to electric
fleets according to the U.S. DOE.
The demand for electrical
power to EVs is accordingly expected to increase at an accelerated pace. The United States is expected to require an extra 1.5
TWh of electrical power daily to charge EVs (10TWh is the total daily consumption in the U.S. today). Power plants and the grid
require significant upgrades to meet demand and may take decades to catch up. Based on discussions with customers, management
believes that a linear foot of wired trench in New York City costs $2,000. EV ARC™ provides significant cost savings. Each
EV ARC™ produces approximately $80k of electricity as compared to civil costs for grid-tied EV charging installations of,
for example, approximately $2,000 per linear foot of wiring in New York City.
Source: Bloomberg
New Energy for the EV information and the Company for EV ARC™ sales
Traditional thinking
within the EV charging industry has been that individuals will choose to charge at home and to a great extent this has been true
for the early adopters of EVs who have typically been well-off and owners of their own homes. As EVs become more mainstream, solutions
will have to be found for the 70% of Americans who do not own a single-family residence. The California Energy Commission (“CEC”)
recently published a study in which it concludes that only one in seven Californians apartment dwellers lives in an environment
where they can reasonably expect to charge an EV at home. This leaves six of seven Californians in need of alternate charging
options. We believe, historically, that California’s results will be similar across the nation and even more pronounced
in Europe and Asia where far larger sections of the population live in multi-dwelling units (“MDU”).
Fortunately, there
are options for current and future EV owners. An immutable link exists between car ownership and travel to destinations, be those
trips for work, shopping, leisure, education or any number of other options. People with cars go places and when they get there
they tend to dwell for a while. In fact, the average privately-owned sedan in the U.S. spends 95% of its time parked. Typical
parking spots offer excellent environments for EVs to re-fuel opportunistically while the owners happen to be at the location
for whatever reason originally took them there. Workplace, retail, healthcare, leisure, education – all of these environments,
and any others with parking, offer excellent opportunities for the majority of EV owners to refuel. According to the Department
of Transportation, the average American sedan travels 31.4 miles each day. A typical Level II EV charger delivers 25 miles of
charge to an EV in an hour. In other words, 45 minutes charging at the supermarket and another 45 minutes charging at work delivers
more miles than the average driver requires in a day - and that’s without charging at home. Most full-time employees spend
at least 6 hours at work each day giving them the opportunity to pick up almost five times the electricity they need to fuel their
daily driving needs in each shift at work. We believe that this paradigm shift in fueling behavior will contribute significantly
to consumers’ adoption of EVs because it will mean the end of destination fueling. No longer will consumers make special
trips to a location (gas station) to fill their cars with fuel. Rather they will fuel, opportunistically, where they were already
going. We believe that consumers will fill their cars in the same way that they fill their cellphones today – whenever they
are near a charger, and while they are sleeping, working, eating or doing anything other than actually driving.
Battery Electric
Vehicles (“BEVs”) are becoming more affordable with the release of each new model. The Chevy Bolt delivers 240 miles
of range for around $30k after tax incentives. The Tesla 3 does more or less the same. The average American spends around $5k
per year on fuel and maintenance for their ICE. EVs have far lower fuel costs and practically no maintenance. When considering
the reduced annual operating costs it’s hard not to view EVs as competitive today, with or without tax incentives. BEVs
are also delivering longer driving ranges, though this may not be necessary in light of peoples’ actual driving habits.
In fact, there is a strong argument to suggest that the Chinese model of producing lots of lower range vehicles and ensuring that
there is ubiquitous charging infrastructure makes more sense than having every vehicle carry around sufficient batteries to support
trips that most people rarely, or never, take. Most Americans would not need an EV with a range of greater than 50 miles if they
knew that they could reliably charge every day. As batteries continue to be the largest (though falling dramatically) cost contributor
to the price of an EV, this would offer a simple and obvious way to further reduce the cost of EVs and increase their range (through
reduced weight) in the future.
While Tesla is the
recognized leader in the EV space today, it must also be recognized that all of the major automobile manufacturers have plans
for all electric product line-ups. In most cases those plans are for exclusively electric line ups, and in some cases automotive
OEMs describe a future where their entire portfolio is available in an electric format even if they plan to retain some ICEs for
the time being. Consumer choice will flourish as an example of the major OEMs shifting to electric. Ranges may continue to increase,
and costs may continue to come down. In a decade or so we believe that car dealerships will offer a wider variety of EVs than
any other solution and that those EVs will be better, offer more options and be less expensive than the ICE alternative. We believe
it could be said that for the first time in over one hundred years we have Moore’s Law in transportation. EVs may improve
so dramatically and so quickly that the ownership experience will be closer to that of the laptop or the smart phone. In fact,
studying the adoption curves of both those relatively new technologies might, we believe, be a useful data source when trying
to forecast the consumer adoption of EVs, and therefore EV charging infrastructure in the coming years.
Autonomous
Vehicles will add to charging infrastructure requirements
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Autonomous vehicles
(AVs) are receiving increasing press coverage and, significantly, increasing investment from national and international participants.
On October 4, 2018 the Wall Street Journal reported that Honda will invest $2.75B in GM’s self-driving car unit, GM Cruise.
Japan’s SoftBank Group has already invested $2.2B in GM Cruise. Ford has set up the Ford Autonomous Vehicle Unit, Fiat Chrysler
has joined a BMW led consortium which includes Intel and Mobileye, with the aim of producing fully automated vehicles by 2021.
Toyota announced in August that it would invest $500 million in Uber to jointly develop autonomous vehicles, and Google parent
Alphabet continues to invest in Waymo. According to CB Insights there were 46 corporations developing autonomous vehicles as of
September 2018.
While there are
many approaches to evolving AVs, one constant is that in almost every case the vehicles themselves are or will be electric vehicles.
An increase in the volume of electric AVs will mean a requirement for an increase in the availability of EV charging infrastructure
which, we believe, further supports our business model.
Fueling AVs will
generally require automated fueling infrastructure. Currently the two proposed methods to address this requirement are robotics,
which connect a conductive charging cable to the vehicle, and wireless or inductive charging which enables the vehicle to charge
without physically connecting to the EV charger. We believe that wireless charging will prevail because it is a proven technology
which is already working in the market and because it is less complex, costly and prone to failure than robotic connections. We
believe that our products are ideally suited to support wireless charging because the requirement for a power transmitter below
the vehicle will easily be supported by our EV ARC™ product with its integrated base pad (into which we can imbed the power
transmitter at the factory). A grid tied charger will require further permitting and construction work to facilitate the installation
of the power transmitter into the parking surface.
Whether EVs are
autonomous or driven by humans and whether they charge wirelessly or conductively, we believe that all eventualities will lead
to a requirement for more charging infrastructure which will in turn benefit our business model.
A Massive Need for Charging Infrastructure
EV charging will be
required in just about any location where visitors, residents, guests or workers park cars. We expect that slower speed charging
such as Level I (120 volt/5 miles per hour) and Level II (240 volt/25 miles per hour) will suffice for most urban environments.
Workplace, retail, airport, transit terminal, healthcare, hospitality and any other dwell type environment will, we believe, be
well served with offering around 25 electric miles for each hour of charging which means that Level II will suffice. For certain
fleet requirements such as taxis, first responders and certain shared and autonomous vehicles, direct current fast charging (DCFC
50+kW 200 miles per hour and up) may be required. Corridor environments such as rest areas on Interstates and Highways will require
direct current fast charging (“DCFC”) because, in general, consumers will not want to wait for long periods of time
while their vehicles re-charge during longer journeys. Though we believe that DCFC is an appropriate solution in these types of
environments we also believe that it is currently being oversold by many players in the industry. There is, in some camps, an
effort to replace the hundred-year-old practice with something similar, through the installation of very fast destination charging
just like the current gas station model. It is much more expensive to deploy DCFC than Level I or II charging and it is also much
more expensive to operate it. While it might benefit certain incumbents and new entrants to push this model, we believe that consumers
will learn to enjoy the new habit of fueling where they were already going and as such will decreasingly seek out destinations
which require a special trip for their fueling needs. As mentioned above, we believe there is rarely a need to charge for more
than two hours in any given day on Level II chargers and the great majority of vehicles are parked somewhere for much longer than
that. Therefore, we believe that the extra expense associated with DCFC does not seem warranted or supportable except in specialized
use cases like those described above. Envision’s products deliver all three levels and the level selected is based upon
our customers’ preferences.
Regardless of which
level of EV charging is contemplated in any given location, a source of electricity will have to be delivered to the EV charger
itself. The charger, in turn, will have to be located somewhere that an EV can access it conveniently. In the early days of charger
deployment, most organizations will pick “low hanging fruit” locations for charger installations if they have them.
A typical low hanging fruit scenario would be one in which there is a sufficient electrical circuit close enough to a parking
space to allow for the relatively simple and inexpensive installation and connection of the EV charger to the source of electricity.
For example, there might be a parking space against an outside wall of a building, which has an electrical circuit conveniently
located on the inside of the same wall, thus allowing for an easy connection by penetrating the wall and extending the circuit
to the parking space. Most parking spaces, however, are not found in such convenient locations. In fact, most parking spaces are
several hundred feet away from the nearest available circuit which is sufficient to support EV charging. This is not surprising
as it would be unlikely that any developer of a parking environment would run any more electrical circuit than is required to
power lighting and perhaps a parking metering machine. Furthermore, the typical commercial real estate property, which has adjacent
parking, will not only have no electrical circuits deployed in the parking lot but equally it is likely that the property does
not have sufficient electrical infrastructure to support EV charging at any meaningful scale. Most properties were not designed
with the significant increase in load which EV charging creates. A typical EV is the equivalent of a single-family residence in
terms of the load it creates. Having 10 EVs charge at a retail environment is like supplying electricity to 10 homes – generally
not contemplated in the original design. Thus, delivering EV charging to most parking spaces becomes an involved, time consuming,
expensive and disruptive process requiring the involvement of multiple professions and civil and electrical contracting. A typical
parking lot installation might require:
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Architectural
design including ADA compliance
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Permitting
– construction, electrical, easements etc.
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Trenching
and boring for foundations
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Electrical
infrastructure upgrades – switch gear, transformers etc.
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Installation
contracting
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Interconnection
with the utility
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Parking
lot resurfacing and striping
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3
rd
party leases or other agreements
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When the installation
is complete and successful, the fixed EV charger will generate a utility bill which can be as high as $40 to $80 thousand dollars
over 20 years (in California) and might often result in demand charges and utility billing tier increases.
Wireless Charging Technologies and
Other New and Developing Charging Initiatives
The development
and commercialization of wireless or inductive charging is in advanced stages. There are several companies such as Qualcomm, Momentum
Dynamics, Wave, Hevo and Witricity which have commercially available wireless chargers for EVs and larger electrified vehicles.
We believe that our products, particularly the EV ARC™, are ideal for the integration of wireless charging for two reasons:
(i) the wireless power transmitters can be integrated directly into our base pads whereas traditional grid-connected products
may have to install the transmitters into the concrete or asphalt, requiring further permitting and construction activities and,
(ii) wireless charging is about 5% less efficient than conductive (plugging in) charging which means that an operator of a large
number of vehicles or a network of chargers will find that their utility bill increases by 5% when they upgrade to wireless charging
because of this loss. Our products generate all their own energy from renewable sources without generating a utility bill so there
will be no increase in energy costs for a fleet operator when they convert to wireless charging with Envision products.
We believe that
wireless charging will play a major role in the future of EV charging because (a) the consumer will demand the ease and convenience
of simply parking their car and having it fuel without their having to plug in and (b) fleet operators will no longer have to
be concerned that their employees have plugged EVs in at the end of a shift. So long as they are parked they will fuel automatically.
Management believes that increased adoption of wireless or inductive charging constitutes another significant opportunity for
a differentiated advantage and, as a result, growth in the future.
Another area in the
charging ecosystem which provides major opportunities and challenges is the “curbside” or “on street”
sector. Because so many owners of vehicles and even fleet operators (in cities like New York and San Francisco) park their vehicles
on street, there is a significant need for curb side charging. In fact, the CEC has publicly stated that only one in seven Californian
apartment dwellers are able to park their car close enough to a circuit to charge at home. Their conclusion is that curb side,
on street charging will be an important contributor to the successful electrification of transportation in the State. Many other
jurisdictions such as New York City have made the same statements.
We have invented
and are in the late stages of product development on, our patent pending EV-Standard product which is, in our belief, the ideal
curb side charging solution. The EV-Standard™ product is a streetlamp replacement which incorporates renewable energy and
on-board energy storage, and which provides a meaningful EV charging experience without significant infrastructure or construction
requirements. The EV-Standard™ design includes a light-wind generator fixed atop a new streetlamp standard. Also integrated
is a tracking solar panel and on-board battery storage. The EV-Standard™ product design takes power from the existing streetlamp
grid connection and uses it to charge the on-board batteries. The streetlamp’s circuit is available 24 hours per day but
is only in use during the hours of darkness. As a result, EV-Standard™ is able to use the full capacity of the grid connection
to charge its batteries during the day time. A further advantage of the EV-Standard is that it is delivered with a low energy,
high lumens, LED light fixture which reduces the energy required for street lighting during the hours of darkness. This makes
the street light more efficient and, crucially, the EV-Standard™ can use the unused capacity of night-time operations to
further charge its on-board batteries. The additional renewable energy generated by both the tracking solar array and the light-wind
generator supplies more energy to EV-Standards’ batteries. The energy from the batteries is then delivered to a Level II
EV charger which is mounted to the EV-Standard™ products’ column. The combination of the three sources of capacity,
when delivered at once through our on-board batteries, allows us to deliver a much more powerful and therefore more meaningful
EV charging experience than would be available simply through connecting to the existing street lamps’ utility grid connection
as some of our competitors currently offer.
We believe that the
improved EV charging experience offered by the EV-Standard™ design will be a differentiator for our company in a potentially
large market. We currently provide work-place charging to certain departments and government agencies of the State of California
through our EV ARC™ product. We believe that EV-Standard will become an excellent choice for California, New York and many
other jurisdictions across the U.S., and the world, as a viable and reliable on-street EV charging solution. Accordingly, we believe
that EV-Standard™ represents an important opportunity for future growth. Like the EV ARC™ and Solar Tree® products,
the EV-Standard™ will not rely upon a grid connection and as such will be able to continue to charge EVs during black-outs
or other grid interruptions.
Our Target Markets – Outdoor
Media
As the value of traditional advertising
media such as television, radio, and print diminishes, advertisers in the United States and abroad are looking for new outlets
to capture the attention of consumers. Industry experts believe that there will be significant growth in spending on outdoor advertising
platforms particularly when mounted on street furniture. We anticipate this is particularly true relative to digital content.
The DOOH (digital out of home) industry, from what we understand, is enjoying a period of rapid growth and may continue to do
so for the foreseeable future. Management has seen statistics suggesting DOOH and other outdoor advertising spending will increase
up to $33B by 2021.
“Digital Out
of Home Advertising” is the second fastest growing advertising medium, according to Magna. Double digit growth with billions
of dollars per year in national and global spending make outdoor advertising an attractive opportunity. There are, however, significant
barriers to making it work. In general, in the United States, it is becoming harder to deploy outdoor advertising in most places
where it is of value. Similar to the EV charging market, the outdoor advertising industry seeks new solutions to overcome the
significant barriers to entry such as planning, permission, entitlement, electrical circuitry, and civil engineering. Industry
veterans spend a good deal of time looking for the “new new” in advertising, a solution that is environmentally friendly,
cost effective, and most importantly, can make its way through the significant hurdles of permitting and zoning. We believe that
our products are ideally suited to reduce many of the barriers to entry for outdoor advertising and as such we believe that significant
opportunities may present themselves to us as we continue to address this market.
In November 2017,
we signed an agreement with OutFront Media (NYSE: OUT). Through this agreement OutFront will market the sponsorship and naming
rights for networks of EV ARC™ products distributed across major U.S. cities, using the same business model that OutFront
has previously used to monetize the deployment of bike sharing programs such as the Deco bike program in San Diego, California.
OutFront ranks in the top three outdoor advertising companies in the United States and has been successful selling similar sponsorship
and naming rights opportunities. We believe that a significant opportunity exists, though our relationship with OutFront, to deploy
large numbers of EV ARC™ products in multiple cities across the U.S. OutFront has identified corporate prospects for this
model. Based on discussions with Outfront Media, the Company believes that at least 150 units will be required for each city deployed
under our agreement with it. Under this agreement, we expect to receive 75% of the recurring revenue.
While we believe there
is a great deal of pent up demand for out of home advertising spending in the United States, there are also significant barriers
to the widespread deployment of such displays, which we believe enhance our competitive position:
|
(a)
|
Entitlement
– traditional signs and billboards are increasingly difficult to take through the permitting and zoning process. Some
jurisdictions have outlawed them entirely.
|
|
(b)
|
Public
perception – the value of outdoor advertising becomes questionable when the constituency views the medium as anti-social,
as is often the case with traditional billboards.
|
|
(c)
|
Energy
Costs – lit and digital billboards are major energy consumers.
|
|
(d)
|
Content
updates – signs and billboards can be slow and costly to update.
|
|
(e)
|
Civil
engineering and construction – signs and billboards require costly installations and electrical connections.
|
We believe Envision
has products that solve each of the above impediments to billboard and DOOH infrastructure deployments. We, together with our
partner, OutFront Media (NYSE:OUT), are currently in the process of working to secure agreements with San Diego and eventually
other cities to allow for the deployment of our advertising or sponsorship funded, solar powered EV chargers. We are also working
with individuals and organizations to encourage investment in our products deployed in this manner.
The Envision products
are renewably energized, so they are shrouded in what is often referred to as the “Green Halo.” We have observed that
the green/sustainable aspect of our products can make them more likely to win approval through the entitlement process, while
also making them more popular with an increasingly environmentally-conscious public. The dual effect, we believe, is that our
products may be deployable in locations where traditional signs or billboards may be denied. We believe these products will be
more popular with an advertisers’ intended audience and, as a result, advertisers may be willing to pay for them either
as a capital purchase or through an existing payment schedule they have with vendors such as Lemar, Clear Channel or JC Decaux,
or through sponsorship and naming rights such as those OutFront Media intends to sell. Envision plans to sell products either
directly to the end user or to one of the brokerages or to maintain title to the charging products while collecting a fee for
the sponsorship and naming rights. We do not currently intend to sell space to content providers except in select locations as
there are other well established companies doing that to which we can sell. Technology advances in advertising operations are
making it increasingly possible to place digital content on advertising screens through the leveraging of automated platforms.
Google is piloting programs in the United Kingdom for place and time-based advertising on digital screens. Management is meeting
with various companies involved in the automatic placement of digital content on outdoor screens to ascertain whether there is
a model which will allow us to successfully monetize the EV ARC™ Digital without the active involvement of a third party,
thus avoiding an increase in associated direct costs. In the case of the sponsorship deals contemplated with OutFront Media, Envision
may retain title to the products throughout the sponsorship period and charge fees for the rights to the network. These fees would
constitute recurring revenue for the Company. At the end of the sponsorship period, which is currently contemplated by OutFront
Media to be in the three to five year range, the rights to the network would revert to Envision at which point we may be at liberty
to sell them again.
Our products produce
more energy than they consume through the display of advertising content, so they do not have ongoing operating expenses associated
with energy costs. In fact, they can also support other local energy requirements such as lighting or, even more politically important,
EV charging infrastructure or disaster preparedness.
Each of our products
can be equipped with a wide area network (“WAN”) connection that can be used to monitor the condition and performance
of the unit. This WAN connection can be used equally to deliver content updates to our products’ advertising screens and
to network the products so that they can be intelligently linked to one another as well as to local consumers through NFC (Near
Field Communications). This means that our products can be deployed without any physical connection to power or telecommunications
while delivering the same value as those that have gone through expensive construction processes to physically connect to power
and data.
Our Target Markets – Energy
Security
Power outages cost
the United States $200 billion per year according to the Department of Energy. A report in the Wall Street Journal stated that
the United States is nine key sub stations away from a total black out, and further reported if one of a few transformer companies
who could supply the hardware to repair the sub stations was also disabled, that the black outs would last 18 months. We believe
that energy security will be an important growth market and that our Solar Tree® and EV ARC™ products with ARC technology
energy storage can address this and provide possible growth opportunities.
According to insideenergy.org,
the grid disruption database shows a marked increase in outages from 2000 through the first half of 2014. Outages fluctuate from
month to month, season to season, and year to year, but the trend-line shows a steady rise. Here are some other interesting observations:
|
·
|
The five-year
annual average of outages
doubled
every five years,
which means the current
five-year annual average is four times what it was fifteen years ago:
|
|
·
|
For 2000 to 2004,
there were an average of 44 reported grid outages per year.
|
|
·
|
From 2005 to
2009, there were an average of 100 reported grid outages per year.
|
|
·
|
From 2010 to
2013 (a four-year period), there were an average of 200 reported grid outages per year.
|
|
·
|
In the first
six months of 2014, there were 130 reported grid outages – which puts that six-month
period as having more outages than all but four years since 2000.
|
|
·
|
Comparing
2000 to 2013, the monthly average grid outages increased six-fold:
In 2000, there
were an average of 2.5 grid disruption events a month. In 2013, there were an average
of 14.5 disruption events a month. In the first half of 2014, there were 21.7 events
a month. In 2011, the year with the most reported outages, there were an average of 25.6
reported events each month.
|
Because EV ARC™
can be deployed with an optional emergency power (E Power) panel; it can also be used as a reliable source of energy in times
of disaster, emergency or grid failure. EV ARC™ can be configured to allow a select group, such as first responders, to
access the solar generated and stored energy. A fireman or police officer will be able to safely connect to the EV ARC™
and power any devices that would typically require a gasoline or diesel generator. We believe that the EV ARC™ will be a
much more reliable and a cleaner source of energy than the electric grid or other traditional back up energy sources. The EV ARC™
does not require the level of ongoing maintenance that a diesel or gasoline generator requires, and there is less chance that
it will not be operational in times of emergency since first responders are not required to start it or fill it with fuel. We
are currently selling EV ARC™ products equipped with E Power panels to New York City, Caltrans and many other entities.
In the summer of 2017, our EV ARC™ deployed for the government of the U.S. Virgin Islands was subjected to 185 mph category
five hurricane force winds which it survived. Our customer informed us, in writing, that while most other infrastructure had been
damaged or destroyed by the storm, our EV ARC™ product not only survived but was still in excellent condition. The EV ARC™
product is independently certified to withstand winds of 110 mph by a licensed structural engineering firm. We and our customers
have observed that in practice it can withstand hurricane force winds. Similarly, our Solar Tree® product has survived hurricane
force winds in Florida and the foothills of the Rockies.
While the EV ARC™
and Solar Tree® products are designed to be grid independent they can also be connected to the utility grid at the customers’
request. In one instance we have a utility company customer which is using the EV ARC™ product to charge EVs but also as
a grid balancing tool. The utility has connected the EV ARC™ to the grid and is able to use the internal batteries as a
buffer during times of grid instability. Industry experts predict that there will be a significant increase in the amount of distributed
energy storage connected to the grid to provide stability in the future. We believe that the EV ARC™ products’ ability
to act as a grid buffering solution as well as a rapidly deployed EV charging solution is another differentiator and a potentially
significant value proposition.
Using solar power
to reduce an entity’s utility bill is not new and is now a highly competitive market; however, Envision believes that the
growth in energy security products will create a significant opportunity for the Company. We have overcome many hurdles inherent
in the production of reliable, cost effective, stand alone, renewable energy generation and storage solutions. Our EV ARC™
product is essentially a micro-grid which generates, stores, and makes available, day or night, clean, reliable electrical energy.
This technology is already offering our customers an alternative to back-up generators or other expensive measures which they
feel compelled to own to safeguard their increasingly important energy supplies. Many of our customers have expressed that they
view the fact that EVs can charge from our products even when the utility grid fails as one of the key components in their decision
to buy. Their ability to connect external devices to the EV ARC™ power outlets and “shore power” cable may allow
them to eliminate the need for gasoline or diesel generators where EV ARC™ is deployed.
Customers like New
York City and Caltrans who own increasingly large fleets of EVs cannot take the chance that there is another major grid outage
such as the one that was caused by Hurricane Sandy. The impact of such an outage would be that the EVs would be grounded during
such an event. Our products provide a hedge against such a catastrophe because they are immune to grid interruptions.
Distributed generation
photovoltaic solar projects have historically been rooftop or adjacent property installations. Rooftops have a number of inherent
problems that are avoided by utilizing parking lots and the top levels of parking structures for solar installations. Rooftops
are populated with mechanical equipment, vents, skylights, elevator overruns and most importantly, roofing materials and systems
including waterproof membranes, that require maintenance, are warranted, and must be replaced more often than solar PV products.
Rooftops are also limited in the area which is required for large scale energy production by PV systems. The low returns generated
by many roof top and adjacent property solar deployments are often not sufficient inducement to a real estate owner to expose
themselves to the encumbrance and risks associated with those sorts of deployments, which in part might explain the relatively
low adoption of this otherwise beneficial technology.
There are over 800
million parking spaces in the United States. As the adoption of Electric Vehicles increase, we believe parking lots will be ideal
locations for EV charging infrastructure, and Envision’s products with SunCharge™ will offer an attractive option
to any entity considering the deployment of such solutions.
We believe, globally,
solar deployments are growing significantly. While much of the growth has been focused on competing with utilities to provide
cheaper electricity, we believe that there will be a significant growth in Solar 3.0 in which solar energy is used to enable services
and amenities where the grid is unavailable or too unreliable for the intended use. Electrical energy is becoming increasingly
vital to almost everything that we do and our requirements for it are no longer restricted to indoor locations where standard
outlets are readily available. Solar powered products, like those that we produce, which can deliver reliable energy in locations
where there is insufficient circuit, like parking lots, streets, parks, and public spaces, appear to have significant market opportunities.
Our deployment speed is also important to our marketing efforts. In most cases, we deploy our EV ARC™ and Solar Tree®
products in active parking lots of active businesses. Whether we are deploying for EV charging, energy security, or for marketing
purposes, our prospective customers often consider business disruption in their analysis and buying decisions. We believe that
our products can be installed faster than any other products in the industry, making deployment of Envision products less negatively
impactful than the deployment of our competitors’ products. The potential loss of revenue or opportunity caused by a torn-up
parking lot can, over time, be quite substantial. We believe our deployment speed will increasingly contribute to Envision’s
competitive edge.
Customer Concentration
During 2017, the
Company had two customers that combined to exceed 40% of our revenue in the New York City and Caltrans in the State of California,
and in the year ended December 31, 2018, one customer (i.e. New York City) which accounted for 50% of our total revenue in that
year period. In these cases we receive purchase orders from multiple sub entities or departments, although in the first quarter
of 2018, a single department in the City of New York was responsible for all revenue from that city. The purchase orders aggregate
under single contracts, but we believe that the selling opportunities are far more varied than suggested by the revenue associated
with those contracts because many different government departments are able to purchase our products through the contracts without
having to go through lengthy and involved purchasing processes. In fact, the contracts we have with both New York City and California
can in some cases be used by other states and government departments. Furthermore, we expect sales of our products to be among
a more diversified customer base in the future, particularly as our successes in 16 states in which we have already sold become
more widely recognized. We believe that the winning of contracts by the Company, which have generated millions of dollars in sales
to such notable customers as New York City and the State of California, result from a deliberate strategic focus by us on large
and difficult to win customers with the potential for significant repeat orders from diversified entities under a single contract.
In the case of both contracts, while the purchase orders aggregate under single contracts, the products are being used by a diverse
group of government entities, including the Department of Transportation, Police Department, Fire Department, Department of Education,
Department of Design and Construction, Office of Emergency Management, Department of Parks and Recreation and others, according
to government officials. We do not, therefore, view the customer concentration in 2017 or 2018 as negative, viewing it instead
as validation of our strategy to win these types of large and recurring customers.
Bridge Loan
On August 27, 2018,
the Company entered into an unsecured promissory note (the “Note”) in the amount of $750,000 (the “Principal
Amount”) with Gemini Special Opportunities Fund, LP (the “Lender”). The Note bears simple interest at an annual
rate of 10% and is subject to that certain Securities Purchase Agreement, dated August 27, 2018, with the Company as the seller
and the Lender as the buyer. This Note was due and payable on February 28, 2019, but effective that date a verbal forbearance
agreement was made and is meant to be in effect until the Lender and the Company complete an amendment extending the maturity
date of the note, or the note is sooner repaid by the Company. If the Company had repaid the Note on or prior to November 28,
2018, the Company would have been obligated to pay 105% of the original principal amount, plus accrued interest, and if the Company
had repaid the Note after November 28, 2018, including repayment on the maturity date of February 28, 2019, the Company would
have been obligated to pay 115% of the original principal amount, plus accrued interest. The Company may have to pay more to retire
the Note after its original maturity date, depending on its discussions with the Lender. Currently, the Note provides that if
the outstanding balance is repaid after the maturity date, the outstanding balance of the Note increases to 110% of such balance.
As additional consideration for the loan evidenced by the Note, the Company has issued to the Lender 18,000 common stock
purchase warrants exercisable for a period of five years from the date of issuance with an exercise price equal to $12.50
per share.
Lender Convertible Debt Instruments
On September 18, 2017,
Envision entered into a revolving secured convertible promissory note (the “Revolver”) and another secured convertible
promissory note (the “Note”) with SFE VCF, LLC, an unaffiliated lender (the “Lender”). Pursuant to the
Revolver, the Company has the right to make borrowings from the Lender in amounts of up to 70% of the value of any specific purchase
order (each a “PO”) received by the Company from a credit worthy customer (each a “Draw Down”), up to
a maximum of $3,000,000, commencing on the date of the Revolver and terminating 300 days after the date of the Revolver, by giving
five (5) business days written notice to the Lender of a request for borrowings (the “Evaluation Period”). During
the Evaluation Period, if Lender determines in its commercially reasonable judgement that the customer (“Customer”)
is not credit worthy, Lender may refuse to advance the Draw Down. The Revolver bears simple interest at the floating rate per
annum equal to the 12-month USD LIBOR index rate quoted from time to time in New York, New York by the Bloomberg Service plus
600 basis points (the “Interest Rate”). The Interest Rate will be adjusted on the first day of each calendar month
during the term of the Revolver to reflect any changes in the 12-month LIBOR rate as quoted at 1:00 pm Eastern Time in New York,
New York on that day, or if that day is not a business day, on the next business day. The principal and accrued unpaid interest
with respect to each Draw Down is due and payable within five (5) business days of receipt from the Customer by the Company of
a payment due under the applicable PO (with respect to each Draw Down, the “Maturity Date”). Each Draw Down is secured
by a perfected recorded second priority security interest in all of the Company’s assets, as set forth in that certain Security
Agreement by and between the Company and the Lender, dated September 18, 2017. The Lender will have the right at any time until
the Maturity Date of a Draw Down, provided the Lender gives the Company written notice of the Lender’s conversion election
to convert, prior to any prepayment of such Draw Down by the Company, all or any portion of the outstanding principal and accrued
unpaid interest (the “Conversion Amount”), into such number of fully paid and nonassessable shares of the Company’s
common stock as is determined by dividing the Conversion Amount by the greater of (i) seven dollars and fifty cents ($7.50)
or (ii) 75% of the Volume Weighted Average Price of the Company’s common stock that is quoted on a public securities
trading market (if more than one, the one with the then highest trading volume), during the five (5) consecutive trading days
immediately prior to the date of the Lender’s written notice of the Lender’s election to convert. The Revolver is
secured by a second priority perfected recorded security interest in all of the assets of the Company, evidenced by a Security
Agreement with the Lender.
As additional consideration
for the loan made by the Lender to the Company as evidenced by the Revolver, the Company agreed to issue to the Lender common
stock purchase warrants exercisable for a period of three years from the date of issuance with an exercise price equal to the
greater of (i) $7.50 per share or (ii) 75% of the Volume Weighted Average Price of the Company’s common stock that
is quoted on a public securities trading market (if more than one, the one with the then highest trading volume), during the five
(5) consecutive trading days immediately prior to the date of the applicable Draw Down. The number of warrants issuable to the
Lender will equal 25% of the increase over the highest amount previously drawn down by the Company on the Revolver divided by
the greater of (i) seven dollars and fifty cents ($7.50) or (ii) 75% of the Volume Weighted Average Price of the Company’s
common stock that is quoted on a public securities trading market (if more than one, the one with the then highest trading volume),
during the five (5) consecutive trading days immediately prior to the date of the applicable Draw Down which causes the increase
over the previous highest amount borrowed.
The Company received
funds for an initial Draw Down on the Revolver on September 26, 2017 in the amount of $850,000. As a result of this Draw Down,
the Company issued 28,334 common stock purchase warrants having a value of $122,992 using the Black-Scholes valuation methodology,
each with a $7.50 exercise price and three-year term. This Draw Down was paid back to the Lender during the three month
period ended March 31, 2018. The Company received funds for a second Draw Down on October 24, 2017 in the amount of $300,000.
As a result of this Draw Down, the Company issued 10,000 common stock purchase warrants having a value of $56,620 using
the Black-Scholes valuation methodology, each with a $7.50 exercise price and three-year term. This Draw Down was paid
back to the Lender during the three month period ended March 31, 2018. The Company received funds for a third Draw Down on February
20, 2018 in the amount of $290,000. As a result of this Draw Down, the Company issued 8,156 common stock purchase warrants
having a fair value of $61,282 using the Black-Scholes valuation methodology, each with a $8.89 exercise price and three-year
term. This Draw Down was paid back to the Lender during the three month period ended June 30, 2018. During the year ended December
31, 2018, the Company received other funds on Draw Downs totaling $1,513,013 and paid back Draw Downs amounting to $553,013. No
warrants were owed for these Draw Downs.
In addition to the
Revolver, the Lender agreed to lend $1,500,000 to the Company pursuant to the Note. The Company covenanted to use the proceeds
of the Note exclusively to pay-off the entire outstanding balance of that certain loan and security agreement that the Company
has with Silicon Valley Bank, dated October 30, 2015. The Note bears simple interest at the floating rate per annum equal to the
12-month USD LIBOR index rate quoted from time to time in New York, New York by the Bloomberg Service plus 400 basis points (the
“Note Interest Rate”). The Note Interest Rate is adjusted on the first day of each calendar month during the term
of the Note to reflect any changes in the 12-month LIBOR rate as quoted at 1:00 pm Eastern Time in New York, New York on that
day, or if that day is not a business day, on the next business day thereafter. Interest will only accrue on outstanding principal.
Accrued unpaid interest is payable monthly on the first calendar day of each month for interest accrued during the previous month,
with all outstanding principal and accrued unpaid interest payable in full on or before three hundred and sixty-four (364) days
after the date of the Note (the “Note Maturity Date”), to the extent not converted into shares of the Company’s
common stock. The Note is secured by a perfected recorded first priority security interest in all of the Company’s assets,
as set forth in that certain Security Agreement by and between the Company and the Lender, dated September 18, 2017. At any time
until the Note Maturity Date and provided Lender gives the Company written notice of Lender’s election to convert prior
to any prepayment of this Note by the Company with respect to converting that portion of this Note covered by the prepayment,
the Lender has the right to convert all or any portion of the outstanding principal and accrued interest (the “Note Conversion
Amount”), into such number of fully paid and nonassessable shares of the Company’s common stock as is determined by
dividing the Note Conversion Amount by the greater of (i) $7.50 or (ii) 75% of the Volume Weighted Average Price of the
Company’s common stock that is quoted on a public securities trading market (if more than one, the one with the then highest
trading volume), during the five (5) consecutive trading days immediately prior to the date of the Lender’s written notice
of its election to convert. The maturity dates, as extended, of the Revolver and the Note are now December 31, 2019 for the Revolver
and the earlier of (i) June 30, 2019, or (ii) the successful closing of this offering, for the term Note.
As additional consideration
for the loan evidenced by the Note, the Company agreed to issue to the Lender common stock purchase warrants exercisable for a
period of three years from the date of issuance with an exercise price equal to $7.50 per share. The number of warrants
issuable to the Lender is equal to 25% of the Loan Amount divided by $7.50, which resulted in the issuance of warrants
to purchase up to 50,000 shares of the Company’s common stock.
During any time when
the Note or the Revolver is outstanding, or when the Lender holds any Company stock, or any warrants to acquire Company stock
where the combination of both could result in the Lender owning stock with a current value of one million dollars or greater,
in the Company, the Lender will have certain review and consulting rights as described in the Note and the Revolver.
As of December 31,
2018, the balance outstanding under the Note was $1,509,094 while the balance outstanding under the Revolver was $972,909, including
accrued interest.
Summary of Convertible Notes
As of December 31,
2018, we had a total of $2,795,616 principal amount of convertible notes outstanding, plus accrued but unpaid interest of $213,742,
all of which are convertible into shares of our common stock and have the maturity dates and per share conversion prices indicated
on the following table:
Outstanding
Principal and
Accrued Interest
of Note
|
|
Payee
|
|
Interest Rate
(Simple)
|
|
Conversion
Price (2)
|
|
Maturity
Date
|
|
Total
Conversion
Shares (2)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,509,094
|
|
|
SFE VCF
(1)
|
|
|
(1
|
)
|
|
$
|
7.50
|
/Share
|
|
|
December
1, 2018 (3)
|
|
|
|
201, 213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
972,909
|
|
|
SFE VCF (1)
|
|
|
(1
|
)
|
|
$
|
7.50
|
/Share
|
|
|
December 31, 2019
|
|
|
|
129,721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
213,220
|
|
|
Desmond
Wheatley
|
|
|
10
|
%
|
|
$
|
7.50
|
/Share
|
|
|
(4)
|
|
|
|
28,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
123,998
|
|
|
John Evey (5)
|
|
|
10
|
%
|
|
$
|
10.00
|
/Share
|
|
|
July 1, 2019
|
|
|
|
12,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
190,137
|
|
|
Pegasus (6)
|
|
|
10
|
%
|
|
$
|
16.50
|
/Share
|
|
|
December 31, 2019
|
|
|
|
11,523
|
|
|
(1)
|
SFE VCF is the lender
that made the Revolving Purchase Order credit line loan (now as of December 31, 2018 having an outstanding balance of $972,909)
to the Company, and the renewable term loan in the amount of $1,500,000 that refinanced our prior loan from Silicon Valley
Bank. The interest rate on both these loans is adjustable on a monthly basis to (a) 400 basis points over the 12-month LIBOR
rate (currently, 2.67% per annum), on the renewable $1,500,000 term loan, and (b) 600 basis points over the 12-month LIBOR
rate, on the Revolving Purchase Order credit line.
|
|
(2)
|
Reflects the one-for-50 reverse stock
split of the Company’s authorized, issued and outstanding common stock.
|
|
(3)
|
A forbearance agreement
is being discussed for this loan while we work to refinance it.
|
|
(4)
|
Desmond Wheatley,
our Chief Executive Officer, is issued this convertible note, which is adjusted every pay period, to reflect deferred compensation
payable to Mr. Wheatley pursuant to his employment agreement with the Company. The maturity date of the note depends on when
adequate cash is available as determined by the Board of Directors in good faith, but not later than December 31, 2021.
Effective
at the closing of this offering, Mr. Evey agreed to have this note paid in full with Units from this offering. Effective at
the closing of this offering, Pegasus agreed to have this note paid in full with Units from this offering.
|
|
(5)
|
Mr. Evey is a former
director of the Company. Currently, the Company is paying down principal only at the rate of $3,000 every fiscal quarter. This
note bears simple interest at the rate of 10% per annum. Mr. Evey and the Company recently entered into an amendment to this note
agreement extending the maturity date to July 1, 2019 and adding a lock-up covenant by Mr. Evey until July 1, 2019, commencing
on the closing of this offering, for any conversion shares he may be issued if he converts all or a portion of the note, and until
December 31, 2018 for any other shares he may own. Prior to the amendment, Mr. Evey was forbearing on asserting collection rights
pursuant to a verbal understanding of the parties. As of December 31, 2018, the outstanding principal balance of the note was
$50,616, with $73,382 of accrued interest.
|
|
(6)
|
Pegasus is a former
landlord of the Company. This note bears simple interest at the rate of 10% per annum. The original principal balance was
$100,000 and as of December 31, 2018, accrued interest was $90,137. The Company and Pegasus recently entered into an amendment
to their loan agreement extending the maturity date to December 31, 2019 and adding a lock-up covenant by Pegasus until December
31, 2019. The lock-up commences on the closing of this offering and applies to any conversion shares that may be issued to
Pegasus if it converts all or a portion of the note, and for any other shares of our common stock it may own.
|
Government
Regulation
Businesses in general
and solar energy companies in particular are subject to extensive regulation at the federal, state, and local level. We are subject
to extensive government regulation of employment, health, safety, working conditions, labor relations, and the environment in
the course of the conduct of our business. In order for our customers to enable the installation of some of our products, they
generally are required to obtain permits from local and other governmental agencies. In the case of our grid tied products, they
must comply with the applicable rules and regulations of the relevant state public utility agencies. In order for our customers
to take advantage of available tax and other governmental incentives associated with the installation of solar power production
facilities, and the production and use or sale of solar power, they must comply with the applicable regulatory terms and conditions.
Government regulation may have a material adverse impact on our business, operating results, and financial condition.
Employees
As of
the date of this prospectus, we had 17 employees, and seven additional individuals engaged through a temporary employment agency.
The individuals we utilize through the temporary employment agency work for us on a full-time basis but were hired through an
agency to maximize our flexibility and to reduce the risks and costs associated with full time employees. We also currently have
3 interns on staff assisting the engineering and marketing departments.
Seasonality
Our
operations are not expected to be materially affected by seasonality.
MANAGEMENT
Executive Officers and Directors
The names of all
current executive officers and members of the Board of Directors and certain information regarding them are set forth in this
section of the prospectus. Our directors hold office until the earlier of their death, resignation, removal by stockholders, or
until their successors have been qualified. Our officers are selected by, and serve at the pleasure of, our Board of Directors.
The following table
sets forth information regarding our executive officers and directors as of December 31, 2018:
Name
|
Age
|
Position
|
|
|
|
Desmond
Wheatley
|
53
|
Chief
Executive Officer, President and Chairman of the Board of Directors
|
Chris
Caulson
|
50
|
Chief
Financial Officer
|
Anthony
Posawatz
|
58
|
Director
|
Peter
Davidson
|
60
|
Director
|
Robert
C. Schweitzer
|
72
|
Director
|
Biographies of Directors and Officers
Desmond Wheatley
has served as our president, chief operating officer, and secretary since September 2010, and was named chief executive
officer and a director in August 2011 and became the chairman of our board of directors in December 2016. He is an inventor of
the EV ARC™, EnvisionTrak™, UAV ARC™ and EV Standard™, Mr. Wheatley has two decades of senior international
management experience in technology systems integration, energy management, communications and renewable energy. Prior to joining
Envision, Mr. Wheatley was a founding partner in the international consulting practice Crichton Hill LLC in 2009 and chief executive
officer of iAxis FZ LLC, a Dubai based alternative energy and technology systems integration company, from 2007 to 2009. From
2000 to 2007, Mr. Wheatley held a variety of senior management positions at San Diego based Kratos Defense and Security Solutions,
formally known as Wireless Facilities with the last five years as president of ENS, then the largest independent security and
energy management systems integrator in the United States. Prior to forming ENS in 2002, Mr. Wheatley held senior management positions
in the cellular and broadband wireless industries, deploying infrastructure and lobbying in Washington DC on behalf of major wireless
service providers. Mr. Wheatley’s teams led turnkey deployments of thousands of cellular sites and designed and deployed
broadband wireless networks in many MTAs across the United States. Mr. Wheatley has founded, funded, and operated four profitable
start-up companies and was previously engaged in merger and acquisition activities. Mr. Wheatley evaluated acquisition opportunities,
conducted due diligence and raised commitments of $500 million in debt and equity. Mr. Wheatley sits on the boards of Admonsters,
located in San Francisco California, and the Human Capital Group, located in Los Angeles, California, and was formerly a board
member at DNI in Dallas, Texas.
Mr. Wheatley’s
qualifications are: leadership experience-Mr. Wheatley has been our chief executive officer since August 2011 and president since
September 2010; industry experience-Mr. Wheatley has held numerous executive positions in international organizations including
five years as president of a publicly traded technology and energy management company. Mr. Wheatley was the founding member of
an international consulting company with expertise in the renewable and energy sectors. He has held various executive level positions
in multiple infrastructure deployment companies and has been involved in energy management and renewables since 2002; finance
experience-Mr. Wheatley was founding partner in multiple companies with direct responsibilities for their financial success and
stability. He has participated in $500 million of capital raises and held full profit and loss responsibility for a public company
with approximately $70 million of annual revenue; and education experience -Mr. Wheatley was educated in his native Scotland.
Chris Caulson
has been our Chief Financial Officer since August 2011 and previously led our accounting and finance functions since June
2010. Mr. Caulson brings over 25 years of financial management experience including security infrastructure and technology integration,
wireless communications, and telecommunications industries. From 2004 into 2009, Mr. Caulson held various positions including
Vice President of Operations and Finance of ENS, the largest independent technology systems integrator in the United States and
a wholly-owned division of Kratos Defense & Security Solutions, Inc. In this role, Mr. Caulson was responsible for the operational
and financial execution of multiple subsidiaries and well over $100 million of integration projects including networks for security,
voice and data, video, life safety and other integrated applications. Prior to 2004, Mr. Caulson was chief financial officer of
Titan Wireless, Inc., a $100 million international telecommunications division of Titan Corp (subsequently purchased by L-3.).
Mr. Caulson, who has a Bachelor of Accountancy degree from the University of San Diego, began his career with the public accounting
firm Arthur Andersen.
Mr. Caulson’s
qualifications are: leadership experience-Mr. Caulson has been our Chief Financial Officer since August 2011 and has held similar
positions in multiple other companies; finance experience-Mr. Caulson has over 25 years of experience in financial related positions
and was an external auditor in the public accounting firm of Arthur Andersen; industry experience-Mr. Caulson has held multiple
financial related executive positions in publically traded companies; and education experience-Mr. Caulson has his Bachelor of
Accountancy degree from the University of San Diego.
Anthony Posawatz
has served as a director of the Company since February 2016. He currently serves on our Audit, Compensation and Nominating
Committees. Mr. Posawatz has been an automotive industry professional for over 30 years. Since September 2013, Mr. Posawatz has
served as the president and chief executive officer of Invictus iCAR, LLC, an automotive innovation consulting and advisory firm
focused on assisting energy and auto clean technology companies. He served as the president, chief executive officer, and a director
of Fisker Automotive from August 2012 to August 2013. Mr. Posawatz worked for General Motors (“GM”) for more than
25 years. As GM’s vehicle line director for the Chevrolet Volt and key leader of global electric vehicle development, he
was responsible for bringing the Chevrolet Volt from concept to production (beginning in 2006 as a founding member and the first
employee #1). In 2010, General Motors filed a voluntary petition for Chapter 11 bankruptcy protection in federal court. He currently
serves as a member of several boards of directors, including INRIX, Nexeon, SAFE – Electrification Coalition, Momentum Dynamics,
and Electrification Coalition. Mr. Posawatz is a licensed professional engineer (P. E.) in Michigan and was both a General Motors
Undergraduate Scholar at Wayne State University where he earned a Bachelor of Science degree in Mechanical Engineering, and a
Graduate Fellow at Dartmouth College, Tuck School of Business where he earned a Master of Business Administration degree.
Mr. Posawatz’s
qualifications are: leadership experience-Mr. Posawatz has held various executive level positions including chief executive officer
of several companies and is a board member for multiple organizations; industry experience-Mr. Posawatz has led the development
of several electric vehicle products and sits on the board of multiple industry organizations; finance experience-Mr. Posawatz
had profit and loss responsibilities in several organizations; and education experience-Mr. Posawatz is a licensed professional
engineer (P. E.) in Michigan and was both a General Motors Undergraduate Scholar at Wayne State University where he earned a Bachelor
of Science degree in mechanical engineering, and a Graduate Fellow at Dartmouth College, Tuck School of Business where he earned
a Master of Business Administration degree.
Peter Davidson
has served as a director of the Company since September 2016. He currently serves on our Audit, Compensation and Nominating
Committees. Mr. Davidson has been an adjunct professor at Columbia University’s School of International and Political Affairs
since 2014 and a non-resident fellow at Columbia University’s Center on Global Energy Policy since 2015. In May 2013, Mr.
Davidson was appointed by President Obama to serve as the executive director of the Loan Program Office (“LPO”) at
the United States Department of Energy, a position he held until June 2015. At the LPO, Mr. Davidson oversaw the program’s
more than $30 billion portfolio of loans and loan guarantees, making it the largest project finance organization in the United
States government. Mr. Davidson was responsible for ensuring that the LPO carried out its mission to accelerate the deployment
of innovative clean energy projects and domestic advanced vehicle manufacturing. Prior to leading the LPO, Mr. Davidson was the
senior advisor for energy and economic development at the Port Authority of New York and New Jersey (from 2012 to 2013) and was
the executive director of New York State’s economic development agency, the Empire State Development Corporation (from 2009
to 2011). From 1989 to 2014, Mr. Davidson was an entrepreneur who founded and managed several separate companies in television
and radio broadcasting, outdoor advertising, and traditional and digital marketing services, with a focus on the Hispanic market.
From 1986 to 1989, he was an executive in the investment banking division of Morgan Stanley & Co. Since 2001, Mr. Davidson
has also been the chairman of the JM Kaplan Fund, a New York City based philanthropic organization. Under his leadership, grant
making has focused on reducing New York City’s carbon footprint, supporting immigrant integration in the U.S. and archeological
conservation world-wide. Mr. Davidson received his Master of Business Administration degree from Harvard University in 1986 and
his Bachelor of Arts degree from Stanford University in 1981.
Mr. Davidson’s
qualifications are: leadership experience-Mr. Davidson has held various executive level positions at multiple companies. Further,
he has served as executive director of the Loan Program Office of the United States Department of Energy, the executive director
of the Empire State Development Corporation, and is the chairman of the JM Kaplan Fund; industry experience-Mr. Davidson is a
non-resident fellow at Columbia University’s Center on Global Energy Policy and the chairman of the JM Kaplan Fund, a New
York City based philanthropic organization where grant making is focused on reducing New York City’s carbon footprint, supporting
immigrant integration in the United States, and archeological conservation world-wide; finance experience-Mr. Davidson has had
profit and loss responsibilities in several organizations. Further, while working as the executive director of the Loan Program
Office of the United States Department of Energy, he oversaw the program’s more than $30 billion portfolio of loans and
loan guarantees, making it the largest project finance organization in the United States government; and education experience-Mr.
Davidson received his Bachelor of Arts degree from Stanford University and a Master of Business Administration degree from Harvard
University.
Robert C. Schweitzer
has served as a director of the Company since August 2018. He has been a banking industry professional for over 40 years.
Since 2012, Mr. Schweitzer founded and currently serves as the chief executive officer of RCS Mediation & Consulting Services.
In this capacity, he serves as a certified circuit civil mediator for the Florida Supreme Court as well as a certified FINRA arbitrator,
a certified Appellate Court mediator, and a mediator for the Office of Financial Regulation for Florida. He is also on the roster
of the American Arbitration Association. Mr. Schweitzer currently serves as a member of the board of directors of 1-800-PetMeds
(chairman, compensation committee chair, and member of audit, nominating, and investment committees), Blink Charging Inc. (audit
committee chair, compensation committee chair, and member of nominating and governance committee), and OmniComm Systems Inc. (audit
committee chair and member of compensation and nominating and governance committees). He formerly served as a member of the board
of directors of Altisource Asset Management Company (member of audit and compensation committees), Anthem Bank & Trust (chairman,
compensation committee chair, and member of audit, investment, executive, and loan committees), C&C International, Equinox
Bank, RiceBran Technologies (chairman, compensation committee chair, and member of audit, nominating, and executive committees),
and Shay Investment Services (member of management committee). From 2007 to 2010, he was the president and chief operating officer
of Shay Investment Services Inc., a full service registered broker-dealer with 11 national offices and trading desks. From 2004
to 2006, he served initially as a consultant to and then as the president, chief executive officer, and regional president of
Equinox Bank FSB. From 1999 to 2003, Mr. Schweitzer was the regional president of Union Planters Bank, now Regions Bank. From
1993 to 1999, he was the executive vice president and director of the corporate banking group of Bank of America/NationsBank/Barnet
Bank, Inc. From 1991 to 1993, he was the director and head of real estate, construction, and environmental consulting of Coopers
& Lybrand. Mr. Schweitzer was the vice president and manager of Mid-Continent’s real estate division (1987 to 1991)
and the vice president and manager of domestic credit process review (1985 to 1987) of The First National Bank of Chicago. From
1975 to 1985, he was the senior vice president and manager of Central North American banking group of Wachovia Corporation. Mr.
Schweitzer is a retired Captain of the United States Navy. He received his Bachelor of Science degree from the United States Naval
Academy and his Master of Business Administration from the University of North Carolina, Chapel Hill.
Mr. Schweitzer’s
qualifications are: leadership experience-Mr. Schweitzer has held various executive level positions at multiple companies. Further,
he currently serves as the chief executive officer of RCS Mediation & Consulting Services and on the board of directors of
1-800-PetMeds, Blink Charging Inc., and OmniComm Systems Inc.; industry experience-Mr. Schweitzer sits on the board of directors
of Blink Charging Inc.; finance experience-Mr. Schweitzer has held various executive level positions at multiple banks and financial
services companies, including Shay Investment Services Inc., a full service registered broker-dealer with 11 national offices
and trading desks, Equinox Bank FSB, Union Planters Bank, and has served as a member or chairman of several audit committees,
including 1-800-PetMeds, Blink Charging Inc., OmniComm Systems Inc., Altisource Asset Management Company, Anthem Bank & Trust,
and RiceBran Technologies; and education experience-Mr. Schweitzer received his Bachelor of Science degree from the United States
Naval Academy and a Master of Business Administration degree from University of North Carolina, Chapel Hill.
Family
Relationships
There
are no family relationships among any of our executive officers and directors.
Director Independence
Our board of directors
currently consists of four directors. Three of our directors are “independent” as defined in Rule 4200 of FINRA’s
listing standards and the NASDAQ Capital Market criteria. In accordance with the standards of the NASDAQ Capital Market, three
of our directors are considered “independent” because they are not employees or executive officers of the Company,
and have not been paid more than $120,000 of compensation by the Company, other than for their service as members of our Board
of Directors, in any consecutive 12-month period during the past three years. Furthermore, they have no family members being paid
compensation by the Company, and they do not serve as directors or officers of any companies that conduct business with the Company
as outside vendors or service providers. We plan to appoint additional independent directors to our board of directors in the
future.
Board Leadership
Structure and Role in Risk Oversight
Our Board of Directors
focuses on the most significant risks facing us and our general risk management strategy, and also ensuring that risks undertaken
by us are consistent with the Board’s appetite for risk. While the Board oversees our company’s risk management, management
is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach
for addressing the risks facing us and that our Board leadership structure supports this approach.
Board Committees
Audit Committee
.
The Audit Committee of the Board of Directors currently consists of three independent directors of which at least one, the Chairman
of the Audit Committee, qualifies as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Robert C.
Schweitzer is the Chairman of the Audit Committee and financial expert, and Anthony Posawatz and Peter Davidson are the other
directors who are members of the Audit Committee. The Audit Committee's duties are to recommend to our Board of Directors the
engagement of the independent registered public accounting firm to audit our consolidated financial statements and to review our
accounting and auditing principles. The Audit Committee reviews the scope, timing and fees for the annual audit and the results
of audit examinations performed by any internal auditors and independent public accountants, including their recommendations to
improve the system of accounting and internal controls. The Audit Committee will at all times be composed exclusively of directors
who are, in the opinion of our Board of Directors, free from any relationship that would interfere with the exercise of independent
judgment as a committee member and who possess an understanding of consolidated financial statements and generally accepted accounting
principles. The charter of the Audit Committee is available on our website at www.envisionsolar.com.
Compensation
Committee
. The Compensation Committee establishes our executive compensation policy, determines the salary and bonuses of
our executive officers and recommends to the Board stock option grants for our executive officers. The members of the new Compensation
Committee are Anthony Posawatz and Peter Davidson. Each of Messrs. Posawatz and Davidson are independent under NASDAQ’s
independence standards for compensation committee members. Our chief executive officer often makes recommendations to the Compensation
Committee and the Board concerning compensation of other executive officers. The Compensation Committee seeks input on certain
compensation policies from the chief executive officer. The charter of the Compensation Committee is available on our website
at www.envisionsolar.com.
Nominating and
Governance Committee
. The Nominating and Governance Committee is responsible for matters relating to the corporate governance
of our Company and the nomination of members of the Board and committees thereof. The members of the Nominating and Governance
Committee are Anthony Posawatz and Peter Davidson. Each of Messrs. Posawatz and Davidson are independent under NASDAQ’s
independence standards. The charter of the Nominating and Governance Committee is available on our website at www.envisionsolar.com.
Code of Ethics
Our Board has adopted
a Code of Ethics (the “Code”) that applies to all of our directors, officers and employees. Any waivers of any provision
of this Code for our directors or officers may be granted only by the Board or a committee appointed by the Board. Any waivers
of any provisions of this Code for an employee or a representative may be granted only by our chief executive officer or principal
accounting officer. We will provide any person, without charge, a copy of this Code. Requests for a copy of the Code may be made
by writing to Envision at 5660 Eastgate Drive, San Diego, California 92121, Attention: Chief Financial Officer.
Limitation of Liability and Indemnification of Officers
and Directors
Under Nevada General
Corporation Law and our articles of incorporation, our directors and officers will have no personal liability to us or our stockholders
for monetary damages incurred as the result of the breach or alleged breach by a director or officer of his “duty of care.”
This provision does not eliminate or limit the liability of a director or officer for (i) acts or omissions that involve intentional
misconduct or a knowing violation of law or (ii) the payment of dividend in violation of Section 78.300 of the Nevada Revised
Statutes. This provision would generally absolve directors of personal liability for negligence in the performance of duties,
including gross negligence.
The effect of this
provision in our articles of incorporation is to eliminate the rights of Envision and our stockholders (through stockholder’s
derivative suits on behalf of Envision) to recover monetary damages against a director or officer for breach of his fiduciary
duty of care (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in
clauses (i) through (ii) above. This provision does not limit nor eliminate the rights of Envision or any stockholder to seek
non-monetary relief such as an injunction or rescission in the event of a breach of a director’s or officer’s duty
of care. Nevada General Corporation Law grants corporations the right to indemnify their directors, officers, employees and agents
in accordance with applicable law. Our bylaws provide for indemnification of such persons to the full extent allowable under applicable
law. These provisions will not alter the liability of the directors under federal securities laws.
We intend to enter
into agreements to indemnify our directors and officers, in addition to the indemnification provided for in our bylaws. These
agreements, among other things, indemnify our directors and officers for certain expenses (including attorneys’ fees), judgments,
fines, and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right
of Envision, arising out of such person’s services as a director or officer of Envision, any subsidiary of Envision or any
other company or enterprise to which the person provides services at the request of Envision. We believe that these provisions
and agreements are necessary to attract and retain qualified directors and officers.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling Envision pursuant
to the foregoing provisions, Envision has been informed that in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
EXECUTIVE
COMPENSATION
Compensation Discussion and Analysis
The following Compensation
Discussion and Analysis describes the material elements of compensation for our executive officers identified in the Summary Compensation
Table (“Named Executive Officers”), and executive officers that we may hire in the future. As more fully described
below, our board of directors makes all decisions for the total direct compensation of our executive officers, including the Named
Executive Officers. We do not have a compensation committee, so all decisions with respect to management compensation are made
by the whole board.
Compensation Program Objectives
and Rewards
Our compensation
philosophy is based on the premise of attracting, retaining, and motivating exceptional leaders, setting high goals, working toward
the common objectives of meeting the expectations of customers and stockholders, and rewarding outstanding performance. Following
this philosophy, we consider all relevant factors in determining executive compensation, including the competition for talent,
our desire to link pay with performance, the use of equity to align executive interests with those of our stockholders, individual
contributions, teamwork, and each executive’s total compensation package.
The compensation
received by our Named Executive Officers is based primarily on the levels at which we can afford to retain them and their responsibilities
and individual contributions. Our compensation policy also reflects our strategy of minimizing general and administration expenses.
To date, we have not applied a formal compensation program to determine the compensation of the Named Executives Officers. In
the future, our Board of Directors expects to apply the compensation philosophy and policies described in this section of our
prospectus.
The primary purpose
of the compensation and benefits we consider is to attract, retain, and motivate highly talented individuals who will engage in
the behavior necessary to enable us to succeed in our mission, while upholding our values in a highly competitive marketplace.
Different elements are designed to engender different behaviors, and the actual incentive amounts which may be awarded to each
Named Executive Officer are subject to the annual review of our compensation committee who will make recommendations regarding
compensation to our Board of Directors. The following is a brief description of the key elements of our planned executive compensation
structure.
|
•
|
Base
salary and benefits are designed to attract and retain employees over time.
|
|
•
|
Incentive
compensation awards are designed to focus employees on the business objectives for a particular year.
|
|
•
|
Equity
incentive awards, such as stock options and non-vested stock, focus executives’ efforts on the behaviors within the
recipients’ control that they believe are designed to ensure our long-term success as reflected in increases to our
stock prices over a period of several years, growth in our profitability and other elements.
|
|
•
|
Severance
and change in control plans are designed to facilitate a company’s ability to attract and retain executives as we compete
for talented employees in a marketplace where such protections are commonly offered.
|
Benchmarking
We have not yet
adopted benchmarking but may do so in the future. When making compensation decisions, our Board of Directors may compare each
element of compensation paid to our Named Executive Officers against a report showing comparable compensation metrics from a group
that includes both publicly-traded and privately-held companies. Our Board believes that while such peer group benchmarks are
a point of reference for measurement, they are not necessarily a determining factor in setting executive compensation. Each executive
officer’s compensation relative to the benchmark varies based on the scope of responsibility and time in the position. We
have not yet formally established our peer group for this purpose.
The Elements of Envision’s Compensation Program
Base Salary
Executive officer
base salaries are based on job responsibilities and individual contribution. Our Board of Directors reviews the base salaries
of our executive officers, including our Named Executive Officers, considering factors such as corporate progress toward achieving
objectives (without reference to any specific performance-related targets) and individual performance experience and expertise.
Additional factors reviewed by our Board of Directors in determining appropriate base salary levels and raises include subjective
factors related to corporate and individual performance. For the year ended December 31, 2018, all executive officer base salary
decisions were approved by the Board of Directors.
Incentive Compensation Awards
No bonuses have
yet been awarded or paid for services by our chief executive officer or any other executive officer of the Company in 2018. Our
chief executive officer was awarded a discretionary $35,000 bonus in 2017 related to his 2016 service. Our chief executive officer
did not take the bonus in cash, instead deferring payment on the bonus until such time as the Company has sufficient cash to pay
bonuses. No other Named Executives have been paid bonuses and our Board has not yet recommended a formal compensation policy
for the determination of bonuses other than the bonus potential for our chief executive officer as defined in his employment agreement.
If our revenue grows and bonuses become affordable and justifiable, we expect to use the following parameters in justifying and
quantifying bonuses for our Named Executive Officers and other officers of Envision: (1) the growth in our revenue, (2) the growth
in our gross profit (3) the growth in our earnings before interest, taxes, depreciation and amortization, as adjusted (“EBITDA”),
(4) achievement of other corporate goals as outlined by the Board and (5) our stock price. In 2016, our chief executive officer
was granted a bonus plan by the board of directors which provides for a bonus payment based on the Company achieving certain revenue
amounts, with additional bonuses for being profitable. Those targets were not achieved and no bonus has been earned to date for
these specific milestones. The Board has not adopted further performance goals or target bonus amounts but may do so in the
future.
Equity Incentive Awards
In order to provide
an incentive to attract and retain directors, officers, and other employees whose services are considered valuable, to encourage
a sense of proprietorship and to stimulate an active interest of such persons in our development and financial success, on August
10, 2011, the Board approved and caused the Company to adopt, a new equity incentive plan (the “2011 Plan”), pursuant
to which 630,000 shares of our common stock are currently reserved for issuance as awards to employees, directors, consultants
and other service providers. This 2011 Plan was ratified by our shareholders as a part of the 2012 annual shareholders meeting.
From January 1, 2018
through December 31, 2018, the Company issued a total of 14,150 stock options to a total of eleven employees and two contracted
employees. These options vested immediately. From January 1, 2017 through December 31, 2017, the Company granted a total of 12,900
stock options to a total of thirteen employees. These options vested immediately.
During the year ended
December 31, 2018, the Company released and issued a total of 12,500 vested shares of common stock (related to previous
years grants to each of three directors of 15,000 shares which vest on a pro rata basis over a three year period), with
a per share fair value of $7.50, or $93,750 (based on the market price at the time of the agreement), to three directors
for their service as defined in their respective Restricted Stock Grant Agreements.
Effective March 27,
2018, based on authorization initially approved by the Board of Directors on December 19, 2017, and confirmed by resolutions adopted
by the Board on March 27, 2018, the Company granted a total of 15,000 shares of common stock with a per share value of
$7.50 per share (based on the market price at the time of the agreement), or $112,500, to three directors for performance
of their duties. These shares are being issued from a pool of 15,000 shares of common stock for each director of previously
authorized restricted stock grant awards for performance that are awarded if specific performance criteria are achieved or the
Board authorizes their award and vesting by specific resolutions.
On July 19, 2018,
Mr. Jay S. Potter resigned as a director of Envision, and the Company accepted Mr. Potter’s resignation effective on the
same date. In recognition of Mr. Potter’s long and valuable service to the Company, the Board of Directors authorized the
immediate vesting and issuance to Mr. Potter of the balance of the nonperformance restricted stock award scheduled to be issued
to him through December 31, 2018. As such, the Company released and issued a total of 2,500 vested shares of common stock
with a per share fair value of $7.50, or $18,750 (based on the market price at the time of the agreement).
On August 22, 2018,
Mr. Robert C. Schweitzer accepted an appointment as a new director of the Company effective August 22, 2018. Mr. Schweitzer is
an independent director who has also accepted an appointment to serve as the chairman of the Company’s audit committee.
In consideration for Mr. Schweitzer’s acceptance to serve as a director of the Company, the Company agreed to grant 30,000
restricted shares of its common stock to him, subject to the terms and conditions set forth in the Restricted Stock Grant
Agreement, including but not limited to the following vesting schedule: 1,250 shares per quarter, pro-rata, over a 36 month
period commencing on September 30, 2018, issuable quarterly on the last day of each calendar quarter; provided, that the first
release will be of 1,250 shares on December 31, 2018 and the last release will be of 1,250 shares on September 30,
2021; and 15,000 shares based on the achievement by the Company of certain performance goals in accordance with the Agreement.
During the year ended December 31, 2018, the Company released and issued a total of 1,250 vested shares of common stock
to Mr. Schweitzer with a per share fair value of $10.00, or $12,500 (based on the market price at the time of the agreement),
for his service as defined in his respective Restricted Stock Grant Agreement.
During the year ended
December 31, 2017, the Company released upon vesting 15,000 shares of common stock with a per share fair value of $7.50,
or $112,500 (based on the market price at the time of the respective agreements), to three directors for their service as defined
in their respective Restricted Stock Grant Agreements.
Benefits and Prerequisites
At this stage of
our business we have limited benefits and no prerequisites for our employees other than vacation and sick benefits. We do not
have a 401(k) Plan or any other retirement plan for our Named Executive Officers. We may adopt these plans and confer other fringe
benefits for our executive officers in the future if our business grows sufficiently to enable us to afford them.
Separation and Change in Control
Arrangements
On October 18,
2016 and effective as of January 1, 2016, the Company entered into an employment agreement with its chief executive officer. The
agreement expires on January 1, 2021. The agreement provides for a payment to the chief executive officer in an amount equal to
four times his annual compensation if he is terminated for reasons other than mutual agreement, his death, his breach or other
cause, or upon his disability, as defined in the agreement.
There were no other
employment agreements in effect as of December 31, 2018.
Executive Compensation
The following Summary
Compensation Table sets forth, for the years indicated, all cash compensation paid, distributed or accrued for services rendered
in all capacities by our chief executive officer and all other compensated executive officers, as determined by reference to total
compensation for the fiscal year ended December 31, 2018 and 2017, who were serving as executive officers at the end of 2018 and
former executive officers, who received or are entitled to receive remuneration in excess of $100,000 during the stated periods.
Summary Compensation Table
Name
and
Principal Position
|
|
|
Year
|
|
|
|
Salary
|
|
|
Deferred
Compensation
|
|
|
Bonus
|
|
|
Stock
Awards
|
|
|
Option
Awards(3)
|
|
|
All
Other
Compensation
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Desmond Wheatley, Chief Executive Officer
and President(1)
|
|
|
2018
2017
|
|
|
|
$200,000
$200,000
|
|
|
$50,000
$50,000
|
|
|
0
$35,000
|
|
|
0
0
|
|
|
0
0
|
|
|
0
0
|
|
|
$250,000
$285,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chris Caulson(2)
|
|
|
2018
2017
|
|
|
|
$165,000
$165,000
|
|
|
0
0
|
|
|
0
0
|
|
|
0
0
|
|
|
0
0
|
|
|
0
0
|
|
|
$165,000
$165,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers
as a Group
|
|
|
2018
2017
|
|
|
|
$365,000
$365,000
|
|
|
$50,000
$50,000
|
|
|
0
$35,000
|
|
|
0
0
|
|
|
0
0
|
|
|
0
0
|
|
|
$415,000
$450,000
|
|
|
(1)
|
Mr. Wheatley joined
the Company full time in December 2010 at which time he was appointed president. On August 10, 2011, Mr. Wheatley was appointed
chief executive officer of the Company. In December 2016, Mr. Wheatley was named chairman of the board of directors.
|
|
(2)
|
Mr. Caulson joined
the Company full time in November 2010. On August 10, 2011, Mr. Caulson was appointed chief financial officer of the Company.
|
|
(3)
|
This represents
the fair value of the award as of the grant date in accordance with FASB ASC Topic 718.
|
Agreements with Executive Officers
Desmond Wheatley.
The Company entered into a five-year employment agreement with Mr. Wheatley on October 18, 2016, effective as of January
1, 2016. This agreement provides for an annual salary of $250,000, which will be paid (i) in twenty-four installments of $8,333.33
each on the fifteenth and last day of each month and (ii) twenty-four installments of $2,083.34, on the same dates, which Mr.
Wheatley will defer until such time as the Board of Directors, in its sole discretion, determines that payment of the deferred
salary and/or cessation of the deferral is appropriate, or when a payment is permissible under Section 409A of the Internal Revenue
Code of 1986, as amended, but not later than December 31, 2020. Upon any approved payment of the deferred compensation, Mr. Wheatley
may elect to accept that payment in cash or through conversion in whole or in part of the amount of the payment into shares of
the Company’s stock at $7.50 per share (as adjusted for the one-for-50 reverse stock split). All deferred amounts
will be evidenced by an unsecured convertible promissory note payable by the Company to Mr. Wheatley, bearing simple interest
at the rate of 10% per annum, accruing until paid, convertible into shares of the Company’s common stock at $7.50 per share
(subject to appropriate adjustment in the event of stock dividends, stock splits, recapitalizations, and similar extraordinary
transactions) whenever a payment is approved by the Company’s Board of Directors, with a maturity date of December 31, 2020.
Additionally, pursuant to the agreement, on October 18, 2016, Mr. Wheatley was granted 87,000 stock options to purchase 87,000
shares of the Company’s common stock pursuant to the Company’s 2011 Stock Incentive Plan, exercisable at an exercise
price of $7.50 per share for a period of ten years from the date of grant, vesting as follows: 29,000 on October 18, 2016, 29,000
on January 1, 2017, and 29,000 on January 1, 2018 (as adjusted for the one-for-50 reverse stock split).
Chris Caulson
.
The Company does not have an employment agreement in place with Chris Caulson. He is an at will employee.
Outstanding Equity Awards at Fiscal Year End
The following table
summarizes the total outstanding incentive equity awards as of December 31, 2018, for each named executive officer (these figures
are adjusted to reflect our one-for-50 reverse stock split).
Name
|
|
Number
of securities underlying unexercised options - number exercisable (4)
|
|
Number
of underlying unexercised securities options - number unexercisable (4)
|
|
Option
exercise
price (4)($)
|
|
Option
expiration
date
|
Desmond
Wheatley
|
|
|
86,400
(1)
|
|
|
|
—
|
|
|
|
13.50
|
|
|
August
9, 2021
|
Desmond Wheatley
|
|
|
87,000 (2)
|
|
|
|
—
|
|
|
|
7.50
|
|
|
October 17, 2026
|
Chris
Caulson
|
|
|
54,000 (3)
|
|
|
|
—
|
|
|
|
13.50
|
|
|
August 9, 2021
|
|
(1)
|
On August 10, 2011,
Mr. Wheatley received 86,400 stock options pursuant to our 2011 Plan with an exercise price of $13.50 per share exercisable
for a period of ten (10) years from the date of grant. One third of these options vested immediately, one third vested on
November 1, 2011 and one third vested on November 1, 2012.
|
|
(2)
|
On October 18,
2016, Mr. Wheatley was granted 87,000 stock options to purchase 87,000 shares of the Company’s common stock pursuant
to the Company’s 2011 Stock Incentive Plan, exercisable at an exercise price of $7.50 per share for a period of ten
years from the date of grant, vesting as follows: 29,000 on October 18, 2016, 29,000 on January 1, 2017, and 29,000 on January
1, 2018.
|
|
(3)
|
On August 10,
2011, Mr. Caulson was granted 54,000 stock options pursuant to our 2011 Plan with an exercise price of $13.50 per share exercisable
for a period of ten (10) years from the date of grant. One third of these options vested immediately, one third vested on
November 1, 2011 and one third vested on November 1, 2012.
|
|
(4)
|
Adjusted to reflect
our one-for-50 reverse stock split.
|
Option Exercises and Stock Vested
None of our executive
officers exercised any stock options or acquired stock through vesting of an equity award during the fiscal year ended December
31, 2018.
Director Compensation
The following table
sets forth all compensation paid, distributed, or accrued for services rendered in the capacities of non-executive Board members.
Name
|
|
Fees
earned or cash paid
|
|
Year
|
|
Option
Awards ($)(1)
|
|
Stock
Awards ($)(3)
|
|
All
other
compensation
|
|
Total
($)
|
Jay
Potter (2)(4)
|
|
|
—
|
|
|
|
2018
2017
|
|
|
|
–
|
|
|
|
75,000
37,500(4)
|
|
|
|
|
|
|
|
75,000
37,500
|
|
Anthony
Posawatz (5)
|
|
|
—
|
|
|
|
2018
2017
|
|
|
|
|
|
|
|
75,000
37,500(5)
|
|
|
|
|
|
|
|
75,000
37,500
|
|
Peter
Davidson (6)
|
|
|
—
|
|
|
|
2018
2017
|
|
|
|
|
|
|
|
75,000
37,500(6)
|
|
|
|
|
|
|
|
75,000
37,500
|
|
Robert
C. Schweitzer (7)
|
|
|
—
|
|
|
|
2018
2017
|
|
|
|
–
|
|
|
|
12,500
–
|
|
|
|
|
|
|
|
12,500
–
|
|
All
Directors as a Group
|
|
|
—
|
|
|
|
2018
2017
|
|
|
|
–
|
|
|
|
237,500
112,500
|
|
|
|
|
|
|
|
237,500
112,500
|
|
|
(1)
|
This represents
the fair value of the award as of the grant date in accordance with FASB ASC Topic 718. The share and per share figures in
the footnotes to this table are adjusted to reflect our one-for-50 reverse stock split.
|
|
(2)
|
Mr. Potter voluntarily
resigned as a director on July 19, 2018.
|
|
(3)
|
This represents
the value of stock released to the director upon vesting during the identified period which is a portion of a larger multiple
year award issued to the director for applicable multiple year services.
|
|
(4)
|
During the twelve
months ended December 31, 2017, 5,000 shares of common stock valued at $37,500 vested under an agreement with Mr. Potter.
During the twelve months ended December 31, 2018, 2,500 shares of common stock valued at $18,750 vested under an agreement
with Mr. Potter. On March 27, 2018, the Company issued an additional 5,000 shares to this director as a fully vested
restricted stock grant award for his performance. Mr. Potter’s services as a director terminated in July 2018. Upon
his termination, the Board of Directors authorized the vesting of an additional 2,500 shares of common stock to Mr. Potter
under the agreement, valued at $18,750.
|
|
(5)
|
Effective as
of December 31, 2016, Mr. Posawatz agreed to terminate his rights to unvested restricted shares of the Company’s common
stock under a prior agreement with the Company, in consideration for which the Company granted to Mr. Posawatz 15,000 new
restricted shares of the Company’s common stock, vesting 1/36 per month over a 36 month period commencing on the day
after the date of grant, issuable quarterly on the last day of each calendar quarter so long as Mr. Posawatz serves as a director,
employee, consultant or officer of the Company at the time of scheduled vesting. The Company granted an additional 15,000
restricted shares of the Company’s common stock to Mr. Posawatz to vest in the future from time to time, subject to
Mr. Posawatz achieving certain performance criteria to be agreed upon by the Board of Directors after discussion with senior
management at a future date. During the twelve months ended December 31, 2017, 5,000 shares of common stock, valued at $37,500,
vested under this agreement. On March 27, 2018, the Company issued an additional 5,000 shares to this director as a fully
vested restricted stock grant award for his performance.
|
|
(6)
|
Effective as
of December 31, 2016, Mr. Davidson agreed to terminate his rights to unvested restricted shares of the Company’s
common stock under a prior agreement with the Company, in consideration for which the Company granted to Mr. Davidson 15,000
new restricted shares of the Company’s common stock, vesting 1/36 per month over a 36 month period commencing on the
day after the date of grant, issuable quarterly on the last day of each calendar quarter so long as Mr. Davidson serves as
a director, employee, consultant or officer of the Company at the time of scheduled vesting. The Company granted an additional
15,000 restricted shares of the Company’s common stock to Mr. Davidson to vest in the future from time to time, subject
to Mr. Davidson achieving certain performance criteria to be agreed upon by the Board of Directors after discussion with senior
management at a future date. During the twelve months ended December 31, 2017, 5,000 shares of common stock, valued at $37,500,
vested under this agreement. On March 27, 2018, the Company issued an additional 5,000 shares to this director as a fully
vested restricted stock grant award for his performance.
|
|
(7)
|
On August 22,
2018, Mr. Robert C. Schweitzer accepted an appointment as a new director of Envision Solar International, Inc., effective
August 22, 2018. Mr. Robert C. Schweitzer is an independent director who has also accepted an appointment to serve as the
Chairman of the Company’s Audit Committee. In consideration for Robert C. Schweitzer’s acceptance to serve as
a director of the Company, the Company agreed to grant 30,000 restricted shares of its common stock to Mr. Schweitzer, subject
to the vesting, performance and other terms and conditions in the Restricted Stock Grant Agreement, dated August 22, 2018,
entered into by the Company and Mr. Schweitzer. The following vesting schedule applies to 15,000 of the shares: 1,250 shares
per quarter over a 36 month period commencing to accrue on September 30, 2018, issuable quarterly on the last day of each
calendar quarter; provided, that the first release will be of 1,250 shares on December 31, 2018 and the last release will
be of 1,250 shares on September 30, 2021. The vesting of the remaining 15,000 shares will be subject to the achievement by
the Company of certain performance goals as established by duly authorized resolutions of the Company’s Board of Directors
adopted from time to time. During the twelve months ended December 31, 2018, 1,250 shares of common stock, valued at $12,500,
vested under this agreement.
|
CERTAIN RELATIONSHIPS
AND RELATED PARTY TRANSACTIONS
The share and per
share information in this section of the prospectus is adjusted to reflect our one-for-50 reverse stock split.
During the year
ended December 31, 2018, the Company released and issued a total of 12,500 vested shares of common stock (related to previous
years grants to each of three directors of 15,000 shares which vest on a pro rata basis over a three year period), with a per
share fair value of $7.50, or $93,750 (based on the market price at the time of the agreement), to three directors for their service
as defined in their respective Restricted Stock Grant Agreements (“RSAs”). The $93,750 was expensed during the year
ended December 31, 2018.
Effective March
27, 2018, based on authorization initially approved by the Board of Directors on December 19, 2017, and confirmed by resolutions
adopted by the Board on March 27, 2018, the Company granted a total of 15,000 shares of common stock with a per share value of
$7.50 per share (based on the market price at the time of the agreement), or $112,500, split among three directors for performance
of their duties. These shares were issued from a pool of 15,000 shares of common stock for each director of previously authorized
restricted stock grant awards for performance that are awarded if specific performance criteria are achieved or the Board authorizes
their award and vesting by specific resolutions. These shares were immediately expensed.
On July 19, 2018,
Mr. Jay S. Potter resigned as a director of Envision Solar International, Inc. and the Company accepted Mr. Potter’s resignation
effective on the same date. In recognition of Mr. Potter’s long and valuable service to the Company, the Board of Directors
authorized the immediate vesting and issuance to Mr. Potter of the balance of the nonperformance restricted stock award scheduled
to be issued to him through December 31, 2018. As such, the Company released and issued a total of 2,500 vested shares of common
stock with a per share fair value of $7.50, or $18,750 (based on the market price at the time of the agreement), which was expensed
on July 19, 2018.
On August 22, 2018,
Mr. Robert C. Schweitzer accepted an appointment as a new director of the Company effective August 22, 2018. Mr. Schweitzer is
an independent director who has also accepted an appointment to serve as the chairman of the Company’s audit committee.
In consideration for Mr. Schweitzer’s acceptance to serve as a director of the Company, the Company agreed to grant 30,000
restricted shares of its common stock to him, subject to the terms and conditions set forth in the Restricted Stock Grant Agreement,
including but not limited to the following vesting schedule: 1,250 shares per quarter, pro rata, over a 36 month period commencing
on September 30, 2018, issuable quarterly on the last day of each calendar quarter; provided, that the first release will be of
1,250 shares on December 31, 2018 and the last release will be of 1,250 shares on September 30, 2021; and 15,000 shares based
on the achievement by the Company of certain performance goals or upon a specific resolution of the Board of Directors, in accordance
with the Agreement. During the year ended December 31, 2018, the Company released and issued a total of 1,250 vested shares of
common stock to Mr. Schweitzer with a per share fair value of $0.20, or $12,500 (based on the market price at the time of the
agreement), for his service as defined in his respective Restricted Stock Grant Agreement. The $12,500 was expensed during the
year ended December 31, 2018.
Effective as of
February 15, 2017, the Company received conversion notices from all the current note holders effecting the conversion of the entire
principal balance of a convertible note outstanding and owed by the Company amounting to $600,000 and accrued and unpaid interest,
as of February 15, 2017, amounting to $104,709. The Company issued 93,961 shares of common stock at the contracted conversion
price of $7.50 per share, to retire the entirety of this convertible note. Of these shares, 46,319 shares were issued to Keshif
Ventures, LLC.
In June 2015, Gemini
Master Fund Ltd. sold an approximate 70% stake in its convertible promissory note to Robert Noble, our past Chairman in a private
transaction (“Note”). During the twelve months ended December 31, 2015, the Company made a $100,000 payment to Mr.
Noble to pay down the accrued interest on this Note. Effective January 20, 2016, Mr. Noble entered into a Purchase Option Agreement
with Greencore (the “Optionee”), pursuant to which the Optionee had the right to purchase or arrange for the purchase
of the Note from Mr. Noble and all of Mr. Noble’s shares in the Company (the “Option”), at any time prior to
March 31, 2016, which date was subsequently extended. During the fourth quarter of 2016, the Company was notified that a transaction,
or series of transactions, arranged by GreenCore, had officially closed pursuant to which the Note and 11,587,440 shares of our
common stock owned by Mr. Noble were acquired by a group of shareholders, some of whom are related parties to the Company. Keshif
Ventures, LLC obtained a 49.3% stake in the outstanding Note balance. Effective as of February 15, 2017, the Company received
conversion notices from all the then current Note holders to convert the entire principal balance of the Note amounting to $600,000
and accrued and unpaid interest, as of February 15, 2017, amounting to $104,709. Accordingly, the Note was repaid in full through
the conversion, and has a zero outstanding balance. The Company issued 93,961 shares of common stock at the contracted conversion
price of $7.50 per share. As a part of this transaction, Keshif Ventures LLC, a related party, received 46,319 shares based on
its ownership percentage of the Note. Additionally, as a part of these transactions, Jay Potter, our prior director, received
82,249 shares of common stock from these shareholders.
On October 18,
2016, the Company entered into a five year employment agreement, effective as of January 1, 2016, with Mr. Desmond Wheatley, the
Chief Executive Officer, President, and Chairman of the Company (the “Agreement”). Pursuant to the Agreement, Mr.
Wheatley will receive an annual deferred salary of $50,000 which Mr. Wheatley will defer until such time as Mr. Wheatley and the
Board of Directors agree that payment of the deferred salary and/or cessation of the deferral is appropriate. Additionally, on
March 29, 2017 the board of directors granted Mr. Wheatley a $35,000 bonus for which Mr. Wheatley agreed to defer such bonus under
the same terms of his salary deferral. All deferred amounts are evidenced by an unsecured convertible promissory note payable
by the Company to Mr. Wheatley. The balance of the note as of December 31, 2017 is $135,000. The balance of the note as of December
31, 2018, net of discount amounting to $7,749, is $177,251, with accrued and unpaid interest amounting to $28,220 which is included
in accrued expenses. This Note is classified as short term as of December 31, 2017 and long term as of December 31, 2018 on the
accompanying consolidated balance sheet.
During the year
ended December 31, 2017, the Company made cash payments totaling $54,000, and issued 3,600 shares of the Company’s common
stock with a total value of $27,000 to GreenCore Capital LLC for professional services provided to the Company pursuant to a consulting
agreement dated March 28, 2014. Jay Potter, a prior director of the Company, is the managing member of GreenCore.
During the year
ended December 31, 2017, the Company released 15,000 shares of common stock with a per share fair value of $7.50, or $112,500
(based on the market price at the time of the agreement), to three directors for their service as defined in their respective
RSAs.
During the year
ended December 31, 2017, and in consideration for the continued guaranty of the Company’s obligations extended under a now
terminated line of credit, the Company issued 9,077 shares of its common stock, with a per share value of $0.15 (based on contemporaneous
cash sales prices) or $68,078 to Keshif Ventures LLC, a related party, pursuant to the SPA. Additionally, during the year ended
December 31, 2017, pursuant to a private placement, the Company issued 26,227 shares of common stock for cash, with a per share
price of $7.50 per share or $200,000 to Keshif.
In 2016, the Company
entered into two nonexclusive, best efforts selling agreements with LightPath Capital, Inc., a FINRA registered broker-dealer,
50% of which is owned by one of the legal counsel to the Company. The selling agreements relate to a previous private placement
as well as a 2017 private placement of common stock that was conducted by the Company to raise up to $4,050,000 of capital. Under
the agreements, LightPath was entitled to a selling commission of 8% of total capital raised by it and warrants to purchase our
common stock at $7.50 per share for up to 5% of the number of shares of common stock sold by LightPath in the offerings. For the
13 months ended January 2018, which was the open term of the 2017 private placement, the Company paid $65,600 in commission and
is obligated to issue 5,467 warrants to purchase our common stock.
Effective as of
February 15, 2017, the Company received conversion notices from all the current note holders effecting the conversion of the entire
principal balance of a convertible note outstanding and owed by the Company amounting to $600,000 and accrued and unpaid interest,
as of February 15, 2017, amounting to $104,709. The Company issued 93,691 shares of common stock at the contracted conversion
price of $7.50 per share, to retire the entirety of this convertible note. Of these shares, 46,319 shares were issued to Keshif
Ventures, LLC.
The share and per
share information in this section are adjusted to reflect our one-for-50 reverse stock split.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table
sets forth certain information as of December 31, 2018 regarding the beneficial ownership of our common stock by (i) each person
or entity who, to our knowledge, beneficially owns more than 5% of our common stock; (ii) each executive officer and named officer;
(iii) each director; and (iv) all of our officers and directors as a group. Beneficial ownership is determined in accordance with
the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the
percentage of ownership of that person, shares of common stock subject to options or warrants held by that person that are currently
exercisable or become exercisable within 60 days of December 31, 2018 are deemed outstanding even if they have not actually been
exercised. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other
person. Unless otherwise indicated in the footnotes to the following table, each of the stockholders named in the table has sole
voting and investment power with respect to the shares of our common stock beneficially owned. Except as otherwise indicated,
the address of each of the stockholders listed below is: c/o 5660 Eastgate Drive, San Diego, California 92121.
Unless otherwise indicated
and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole
voting and investment power over their shares of common stock, except for those jointly owned with that person’s spouse.
The figures on this table and in its footnotes are adjusted to reflect our one-for-50 reverse stock split.
Name
of Beneficial Owner
|
|
Number
of Shares Beneficially Owned (1)
|
|
Percentage
Beneficially Owned Before Offering (2)
|
|
Percentage
Beneficially Owned After Offering (2)
|
Desmond
Wheatley
|
|
|
173,400
|
(3)
|
|
|
5.63
|
%
|
|
|
3.4
|
%
|
Chris Caulson
|
|
|
54,000
|
(4)
|
|
|
1.83
|
%
|
|
|
1.09
|
%
|
Peter Davidson
|
|
|
3
0,833
|
(5)
|
|
|
1.06
|
%
|
|
|
*
|
|
Anthony Posawatz
|
|
|
21,111
|
(5)
|
|
|
*
|
|
|
|
*
|
|
Robert C. Schweitzer
|
|
|
1,250
|
(5)
|
|
|
*
|
|
|
|
*
|
|
Keshif Ventures,
LLC
|
|
|
668,277
|
(6)
|
|
|
22.99
|
%
|
|
|
13.62
|
%
|
SFE VCF, LLC
|
|
|
462,425
|
(7)
|
|
|
13.73
|
%
|
|
|
1.93
|
%
|
All officers
and directors as a group (5 persons)
|
|
|
280,594
|
|
|
|
8.95
|
%
|
|
|
5.41
|
%
|
*Beneficial ownership of less than one
percent.
(1)
|
Shares of common
stock beneficially owned and the respective percentages of beneficial ownership of common stock assume the exercise by such
person of all options, warrants and other securities convertible into common stock beneficially owned by such person or entity
currently exercisable or exercisable within 60 days of December 31, 2018.
|
(2)
|
Based on
2,906,630
shares of our common stock outstanding as of December 31, 2018.
|
(3)
|
Includes 173,400
shares of common stock issuable upon the exercise of options which are currently exercisable or exercisable within 60 days
of December 31, 2018.
|
(4)
|
Includes 54,000
of common stock issuable upon the exercise of options which are currently exercisable or exercisable within 60 days of December
31, 2018.
|
(5)
|
Includes shares
that have vested pursuant to a RSA.
|
(6)
|
The address of this
shareholder is 990 Highland Drive, Suite 314, San Diego, California. 92075. D. Taner Halicioglu and Nedim Halicioglu
exercise the shared voting and dispositive powers with respect to the shares held by Keshif Ventures, LLC.
|
(7)
|
SFE VCF, LLC
as the holder of two convertible notes payable by the Company with an approximate aggregate outstanding balance of
$2,482,003 as of December 31, 2018, has the right to convert the outstanding balance into shares of our common stock at
a conversion price of $9.54 per share. These notes will be paid in full following the closing of this offering. SFE VCF,
LLC also owns 96,489 warrants to purchase 96,489 shares of our common stock at an
exercise price of $7.50 per share, for 88,333 of these warrants, with the balance (i.e.,
8,156) exercisable at $6.78 per share. Mr. William Scripps exercises the sole voting and dispositive powers with respect
to the shares held by SFE VCF, LLC.
|
DESCRIPTION OF
OUR SECURITIES
Description of Existing Securities
General
.
Our authorized capital stock, after accounting for our planned one-for-50 reverse stock split of our authorized, issued and
outstanding common stock, consists of 9,800,000 shares of common stock, par value $0.001 per share, of which 2,906,630 shares
are issued and outstanding as of December 31, 2018 (not including the shares of common stock to be issued in this offering), and
10,000,000 shares of preferred stock, par value $0.001 per share with no shares issued or outstanding as of December 31,
2018. See “CAPITALIZATION.” Under Nevada law and generally under state corporation laws, the holders of our
common and preferred stock will have limited liability pursuant to which their liability is limited to the amount of their
investment in us.
Common Stock.
Holders of common stock are entitled to one vote per share held of record on all matters submitted to a vote of stockholders.
The holders of common stock do not have cumulative voting rights in the election of directors. Accordingly, the holders of a majority
of the outstanding shares of common stock entitled to vote in any election of directors may elect all of the directors standing
for election. Subject to preferential rights with respect to any series of preferred stock that may be issued, holders of the
common stock are entitled to receive ratably such dividends as may be declared by the board of directors on the common stock out
of funds legally available therefore and, in the event of a liquidation, dissolution or winding-up of our affairs, are entitled
to share equally and ratably in all of our remaining assets and funds.
Preferred Stock.
We are authorized to issue 10,000,000 shares of Preferred Stock, par value $0.001 per share, having such rights, preferences
and privileges, and issued in such series, as are determined by our Board of Directors. We currently have no shares of Preferred
Stock outstanding.
Warrants.
After giving effect to our one-for-50 reverse stock split, we currently have common stock purchase warrants outstanding to
purchase a total of 134,339 shares of our common stock, exercisable until various dates ranging from March 2019 to March
2023, 117,614 of which are exercisable at an exercise price of $7.50 per share, 8,156 of which are exercisable at an exercise
price of $8.87 per share, and 8,569 of which are exercisable at an exercise price of $12.50 per share. The following
table summarizes the expiration dates of all outstanding warrants as of December 31, 2018, grouped on a quarterly basis:
Number
of Warrants (1)
|
Range
of Exercise Prices (1)
|
Fiscal
Quarter Ending During Which Expiration Date Occurs
|
|
|
|
2,133
|
$12.50
|
March 31, 2019
|
|
|
|
1,333
|
$12.50
|
June 30, 2019
|
|
|
|
1,903
|
$12.50
|
September 30,
2019
|
|
|
|
3,200
|
$12.50
|
December 31, 2019
|
|
|
|
78,314
|
$7.50
|
September 30,
2020
|
|
|
|
10,000
|
$7.50
|
December 31, 2020
|
|
|
|
8,156
|
$8.87
|
March 31, 2021
|
|
|
|
18,000
|
$12.50
|
September 30,
2021
|
|
|
|
5,833
|
$7.50
|
December 31, 2021
|
|
|
|
5,467
|
$7.50
|
March 31, 2023
|
|
|
|
|
|
|
|
(1)
|
Reflects the one-for-50 reverse stock split.
|
Description of Securities in this Offering
Units
. Each
Unit consists of one share of our common stock, par value $0.001 per share, and one warrant (the “Warrants”) to purchase
one share of our common stock.
Public Warrants
.
This offering of Units includes shares of our common stock and Warrants to purchase additional shares of our common stock. Accordingly,
upon completion of this offering we will have an additional 2,000,000 common stock purchase Warrants outstanding (2,300,000
if the Units reserved for the over-allotment are sold), each Warrant is exercisable for one share of common stock at an exercise
price of $6.30, exercisable for a period of five years from the initial
exercise date.
The number of Warrants
outstanding, and the exercise price of those securities, will be adjusted proportionately in the event of a reverse or forward
stock split of our common stock, a recapitalization or reclassification of our common stock, payment of dividends or distributions
in common stock to our common stock holders, or similar transactions. In the event that the Company effects a rights offering
to its common stock holders or a pro rata distribution of its assets among its common stock holders, then the holder of the Warrants
will have the right to participate in such distribution and rights offering to the extent of their pro rata share of the Company’s
outstanding common stock assuming they owned the number of shares of common stock issuable upon the exercise of their Warrants.
In the event of a “Fundamental Transaction” by the Company, such as a merger or consolidation of it with another company,
the sale or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions,
a purchase offer, tender offer or exchange offer, or any reclassification, reorganization or recapitalization of the Company’s
common stock, then the Warrant holder will have the right to receive, for each share of common stock issuable upon the exercise
of the Warrant, at the option of the holder, the number of shares of common stock of the successor or acquiring corporation or
of the Company, if it is the surviving corporation, and any additional consideration payable as a result of the Fundamental Transaction,
that would have been issued or conveyed to the Warrant holder had the holder exercised the Warrant immediately preceding the closing
of the Fundamental Transaction. In lieu of receiving such common stock and additional consideration in the Fundamental Transaction,
the Warrant holder may elect to have the Company or the successor entity purchase the Warrant holder’s Warrant for its fair
market value measured by the Black Scholes method.
The Company will promptly
notify the Warrant holders in writing of any adjustment to the exercise price or to the number of the outstanding Warrants, declaration
of a dividend or other distribution, a special non-recurring cash dividend on or a redemption of the common stock, the authorization
of a rights offering, the approval of the stock holders required for any proposed reclassification of the common stock, a consolidation
or merger by the Company, sale of all or substantially all of the assets of the Company, any compulsory share exchange, or the
authorization of any voluntary or involuntary dissolution, liquidation, or winding up of the Company.
The Warrants contain
a contractual provision stating that all questions concerning the construction, validity, enforcement and interpretation of the
Warrants are governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard
to the principles of conflicts of law.
Representative
Warrants
. We will issue up to an additional 300,000 common stock purchase warrants outstanding (115,000 if the Units
reserved for the over-allotment are sold), to the underwriter of this offering (“Underwriter’s
Warrants”). Each Underwriter’s Warrant is exercisable for one share of common stock on a cash or cashless basis
at an exercise price of $6.60. The Underwriter’s Warrants will
be non-exercisable for one hundred eighty (180) days after the effective date (the “Effective Date”) of the
registration statement of which this Prospectus forms a part of this offering, and will expire five years after such
Effective Date. The Underwriter’s Warrants will contain provisions for one demand registration of the shares underlying
the Underwriter’s Warrants at the Company’s expense and one registration of the Underwriter’s Warrants at
the Representative’s expense for a period of five years from the Effective Date, and unlimited piggyback registration
rights for a period of seven years after the Effective Date at the Company’s expense.
The number of Underwriter’s
Warrants outstanding and the exercise price of those securities will be adjusted proportionately, as permitted by FINRA Rule 5110(f)(2)(G),
in the event of a reverse or forward stock split of our common stock, a recapitalization or reclassification of our common stock,
payment of dividends or distributions in common stock to our common stock holders, or similar transactions. In the event that
the Company effects a rights offering to its common stock holders or a pro rata distribution of its assets among its common stock
holders, then the holder of the Underwriter’s Warrants will have the right to participate in such distribution and rights
offering to the extent of their pro rata share of the Company’s outstanding common stock assuming they owned the number
of shares of common stock issuable upon the exercise of their warrants. In the event of a “Fundamental Transaction”
by the Company, such as a merger or consolidation of it with another company, the sale or other disposition of all or substantially
all of the Company’s assets in one or a series of related transactions, a purchase offer, tender offer or exchange offer,
or any reclassification, reorganization or recapitalization of the Company’s common stock, then the warrant holder will
have the right to receive, for each share of common stock issuable upon the exercise of the warrant, at the option of the holder,
the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration payable as a result of the Fundamental Transaction that would have been issued or conveyed to
the warrant holder had the holder exercised the warrant immediately preceding the closing of the Fundamental Transaction. In lieu
of receiving such common stock and additional consideration in the Fundamental Transaction, the warrant holder may elect to have
the Company or the successor entity purchase the warrant holder’s warrant for its fair market value measured by the Black
Scholes method.
The Company will promptly
notify the holders of the Underwriter’s Warrants in writing of any adjustment to the exercise price or to the number of
the outstanding warrants, declaration of a dividend or other distribution, a special non-recurring cash dividend on or redemption
of the common stock, the authorization of a rights offering, the approval of the stock holders required for any proposed reclassification
of the common stock, a consolidation or merger by the Company, sale of all or substantially all of the assets of the Company,
any compulsory share exchange, or the authorization of any voluntary or involuntary dissolution, liquidation, or winding up of
the Company.
Transfer Agent and Registrar
The transfer agent
and registrar for the Shares is Corporate Stock Transfer, Inc.
SHARES ELIGIBLE
FOR FUTURE SALE
Future sales of
substantial amounts of our common stock in the public market, including shares issued upon the exercise of outstanding options
or warrants, or upon debt conversion, or the anticipation of these sales, could adversely affect market prices prevailing from
time to time and could impair our ability to raise capital through sales of equity securities.
Upon completion
of this offering we will have 4,906,630 outstanding shares of our common stock, calculated as of April
4, 2019, assuming no further exercise of outstanding warrants, and no sale of shares reserved for the underwriter for over-allotment
allocation, if any.
Sale of Restricted Securities
The shares of our
common stock sold pursuant to this offering will be registered under the Securities Act or 1933, as amended, and therefore freely
transferable, except for our affiliates. Our affiliates will be deemed to own “control” securities that are not registered
for resale under the registration statement covering this prospectus. Individuals who may be considered our affiliates after the
offering include individuals who control, are controlled by or are under common control with us, as those terms generally are
interpreted for federal securities law purposes. These individuals may include some or all of our directors and executive officers.
Individuals who are our affiliates are not permitted to resell their shares of our common stock unless such shares are separately
registered under an effective registration statement under the Securities Act of 1933, as amended, or an exemption from the registration
requirements of the Securities Act of 1933, as amended, is available, such as Rule 144.
Rule 144
In general, under
Rule 144 as currently in effect, a person (or persons whose shares are aggregated), including an affiliate, who beneficially owns
“restricted securities” (i.e. securities that are not registered by an effective registration statement) of a “reporting
company” may not sell these securities until the person has beneficially owned them for at least six months. Thereafter,
affiliates may not sell within any three-month period a number of shares in excess of the greater of: (i) 1% of the then outstanding
shares of Common Stock as shown by the most recent report or statement published by the issuer; and (ii) the average weekly reported
trading volume in such securities during the four preceding calendar weeks.
Sales under Rule
144 by our affiliates will also be subject to restrictions relating to manner of sale, notice and the availability of current
public information about us and may be affected only through unsolicited brokers’ transactions.
Persons not deemed
to be affiliates who have beneficially owned “restricted securities” for at least six months but for less than one
year may sell these securities, provided that current public information about the Company is “available,” which means
that, on the date of sale, we have been subject to the reporting requirements of the Exchange Act for at least 90 days and are
current in our Exchange Act filings. After beneficially owning “restricted securities” for one year, our non-affiliates
may engage in unlimited re-sales of such securities.
Shares received
by our affiliates in the Distribution or upon exercise of stock options or upon vesting of other equity-linked awards may be “controlled
securities” rather than “restricted securities.” “Controlled securities” are subject to the same
volume limitations as “restricted securities” but are not subject to holding period requirements.
MATERIAL U.S.
FEDERAL INCOME TAX CONSIDERATIONS
The following is a
summary of the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of our units,
common stock and warrants purchased in this offering, which we refer to collectively as our securities, but is for general information
purposes only and does not purport to be a complete analysis of all the potential tax considerations. The holder of a unit
generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying one share of common stock and
one warrant to purchase one share of common stock that underlie the unit, as the case may be. As a result, the discussion
below with respect to actual holders of common stock and warrants should also apply to holders of units (as the deemed owners
of the underlying common stock and warrants that comprise the units). This summary is based upon the provisions of the Internal
Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury regulations promulgated thereunder,
administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively,
so as to result in U.S. federal income and estate tax consequences different from those set forth below. There can be no assurance
that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax consequences described herein,
and we have not obtained, and do not intend to obtain, an opinion of counsel or ruling from the IRS with respect to the U.S. federal
income tax considerations relating to the purchase, ownership or disposition of our securities.
This summary does
not address any alternative minimum tax considerations, any considerations regarding the tax on net investment income, or the
tax considerations arising under the laws of any state, local or non-U.S. jurisdiction, or under any non-income tax laws, including
U.S. federal gift and estate tax laws, except to the limited extent set forth below. In addition, this summary does not address
tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax
rules, including, without limitation:
|
·
|
banks,
insurance companies or other financial institutions;
|
|
·
|
tax-exempt
organizations or governmental organizations;
|
|
·
|
regulated
investment companies and real estate investment trusts;
|
|
·
|
controlled
foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal
income tax;
|
|
·
|
brokers
or dealers in securities or currencies;
|
|
·
|
traders
in securities that elect to use a mark-to-market method of accounting for their securities holdings;
|
|
·
|
persons
that own, or are deemed to own, more than five percent of our capital stock (except to the extent specifically set forth below);
|
|
·
|
tax-qualified
retirement plans;
|
|
·
|
certain
former citizens or long-term residents of the United States;
|
|
·
|
partnerships
or entities or arrangements classified as partnerships for U.S. federal income tax purposes and other pass-through entities
(and investors therein);
|
|
·
|
persons
who hold our securities as a position in a hedging transaction, “straddle,” “conversion transaction”
or other risk reduction transaction or integrated investment;
|
|
·
|
persons
who do not hold our securities as a capital asset within the meaning of Section 1221 of the Code; or
|
|
·
|
persons
deemed to sell our securities under the constructive sale provisions of the Code.
|
In addition, if
a partnership (or entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds our securities,
the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership.
Accordingly, partnerships that hold our securities, and partners in such partnerships, should consult their tax advisors.
You are urged
to consult your own tax advisors with respect to the application of the U.S. federal income tax laws to your particular situation,
as well as any tax consequences of the purchase, ownership and disposition of our securities arising under the U.S. federal estate
or gift tax laws or under the laws of any state, local, non-U.S., or other taxing jurisdiction or under any applicable tax treaty.
Allocation of Purchase Price and
Characterization of a Unit
No statutory,
administrative or judicial authority directly addresses the treatment of a unit or instruments similar to a unit for U.S. federal
income tax purposes and, therefore, that treatment is not entirely clear. The acquisition of a unit should be treated for U.S.
federal income tax purposes as the acquisition of one share of common stock and one warrant to purchase one share of common stock.
For U.S. federal income tax purposes, each holder of a unit must allocate the purchase price paid by such holder for such unit
between such one share of common stock and one warrant to purchase one share of common stock based on their relative fair market
values at the time of issuance. Under U.S. federal income tax law, each investor must make his or her own determination of such
value based on all the relevant facts and circumstances. Therefore, we strongly urge each investor to consult his or her tax adviser
regarding the determination of value for these purposes. The price allocated to each share of common stock and each warrant should
be the stockholder’s tax basis in such share or warrant, as the case may be. Any disposition of a unit should be treated
for U.S. federal income tax purposes as a disposition of the one share of common stock and one warrant to purchase one share of
common stock comprising the unit, and the amount realized on the disposition should be allocated between the one share of common
stock and one warrant to purchase one share of common stock based on their respective relative fair market values (as determined
by each such unit holder on all the relevant facts and circumstances) at the time of disposition. The separation of the common
stock and warrants comprising units should not be a taxable event for U.S. federal income tax purposes.
The foregoing treatment
of the common stock and warrants and a holder’s purchase price allocation are not binding on the IRS or the courts. Because
there are no authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS
or the courts will agree with the characterization described above or the discussion below. Accordingly, each prospective investor
is urged to consult its own tax advisors regarding the tax consequences of an investment in a unit (including alternative characterizations
of a unit). The balance of this discussion assumes that the characterization of the units described above is respected for U.S.
federal income tax purposes.
Consequences to U.S. Holders
The following is
a summary of the U.S. federal income tax consequences that will apply to a U.S. holder of our securities. For purposes of this
discussion, you are a U.S. holder if, for U.S. federal income tax purposes, you are a beneficial owner of our securities, other
than a partnership, that is:
|
·
|
an
individual citizen or resident of the United States;
|
|
·
|
a
corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United
States, any State thereof or the District of Columbia;
|
|
·
|
an
estate whose income is subject to U.S. federal income tax regardless of its source; or
|
|
·
|
a
trust (x) whose administration is subject to the primary supervision of a U.S. court and which has one or more “United
States persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial
decisions of the trust or (y) which has made a valid election to be treated as a “United States person.”
|
Distributions
As described in
the section titled “Dividend Policy,” we have never declared or paid cash dividends on our common stock and do not
anticipate paying any dividends on our common stock in the foreseeable future. However, if we do make distributions on our common
stock, those payments will constitute dividends for U.S. tax purposes to the extent paid from our current or accumulated earnings
and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed both our current
and our accumulated earnings and profits, the excess will constitute a return of capital and will first reduce your basis in our
common stock, but not below zero, and then will be treated as gain from the sale of stock as described below under “—Sale,
Exchange or Other Taxable Disposition of Common Stock.”
Dividend income
may be taxed to an individual U.S. holder at rates applicable to long-term capital gains, provided that a minimum holding period
and other limitations and requirements are satisfied. Any dividends that we pay to a U.S. holder that is a corporation will qualify
for a deduction allowed to U.S. corporations in respect of dividends received from other U.S. corporations equal to a portion
of any dividends received, subject to generally applicable limitations on that deduction. U.S. holders should consult their own
tax advisors regarding the holding period and other requirements that must be satisfied in order to qualify for the reduced tax
rate on dividends or the dividends-received deduction.
Constructive
Distributions
The terms of the
warrants allow for changes in the exercise price of the warrants under certain circumstances. A change in exercise price of a
warrant that allows holders to receive more shares of common stock on exercise may increase a holder’s proportionate interest
in our earnings and profits or assets. In that case, such holder may be treated as though it received a taxable distribution in
the form of our common stock. A taxable constructive stock distribution would generally result, for example, if the exercise price
is adjusted to compensate holders for distributions of cash or property to our stockholders.
Not all changes
in the exercise price that result in a holder’s receiving more common stock on exercise, however, would be considered as
increasing a holder’s proportionate interest in our earnings and profits or assets. For instance, a change in exercise price
could simply prevent the dilution of a holder’s interest upon a stock split or other change in capital structure. Changes
of this type, if made pursuant to bona fide reasonable adjustment formula, are not treated as constructive stock distributions
for these purposes. Conversely, if an event occurs that dilutes a holder’s interest and the exercise price is not adjusted,
the resulting increase in the proportionate interests of our stockholders could be treated as a taxable stock distribution to
our stockholders.
Any taxable constructive
stock distributions resulting from a change to, or a failure to change, the exercise price of the warrants that is treated as
a distribution of common stock would be treated for U.S. federal income tax purposes in the same manner as distributions on our
common stock paid in cash or other property, resulting in a taxable dividend to the recipient to the extent of our current or
accumulated earnings and profits (with the recipient’s tax basis in its common stock or warrants, as applicable, being increased
by the amount of such dividend), and with any excess treated as a return of capital or as capital gain. U.S. holders should consult
their own tax advisors regarding whether any taxable constructive stock dividend would be eligible for tax rates applicable to
long-term capital gains or the dividends-received deduction described under “—Distributions,” as the requisite
applicable holding period requirements might not be considered to be satisfied.
Sale, Exchange
or Other Taxable Disposition of Common Stock
A U.S. holder will
generally recognize capital gain or loss on the sale, exchange or other taxable disposition of our common stock. The amount of
gain or loss will equal the difference between the amount realized on the sale and such U.S. holder’s tax basis in such
common stock. The amount realized will include the amount of any cash and the fair market value of any other property received
in exchange for such common stock. Gain or loss will be long-term capital gain or loss if the U.S. holder has held the common
stock for more than one year. Long-term capital gains of non-corporate U.S. holders are generally taxed at preferential rates.
The deductibility of capital losses is subject to certain limitations.
Sale, Exchange,
Redemption, Lapse or Other Taxable Disposition of a Warrant
Upon a sale, exchange,
redemption, lapse or other taxable disposition of a warrant, a U.S. holder generally will recognize capital gain or loss in an
amount equal to the difference between the amount realized (if any) on the disposition and such U.S. holder’s tax basis
in the warrant. The amount realized will include the amount of any cash and the fair market value of any other property received
in exchange for the warrant. The U.S. holder’s tax basis in the warrant generally will equal the amount the holder paid
for the warrant. Gain or loss will be long-term capital gain or loss if the U.S. holder has held the warrant for more than one
year. Long-term capital gains of non-corporate U.S. holders are generally taxed at preferential rates. The deductibility of capital
losses is subject to certain limitations.
Exercise
of a Warrant
The exercise of
a warrant for shares of common stock generally will not be a taxable event for the exercising U.S. holder, except with respect
to cash, if any, received in lieu of a fractional share. A U.S. holder will have a tax basis in the shares of common stock received
on exercise of a warrant equal to the sum of the U.S. holder’s tax basis in the warrant surrendered, reduced by any portion
of the basis allocable to a fractional share, plus the exercise price of the warrant. A U.S. holder generally will have a holding
period in shares of common stock acquired on exercise of a warrant that commences on the date of exercise of the warrant.
Consequences to Non-U.S. Holders
The following is
a summary of the U.S. federal income tax consequences that will apply to a non-U.S. holder of our securities. A “non-U.S.
holder” is a beneficial owner of our securities (other than a partnership or an entity or arrangement treated as a partnership
for U.S. federal income tax purposes) that, for U.S. federal income tax purposes, is not a U.S. holder.
Distributions
Subject to the
discussion below regarding effectively connected income, any dividend, including any taxable constructive stock dividend resulting
from certain adjustments, or failure to make adjustments, to the exercise price of a warrant (as described above under “Consequences
to U.S. Holders—Constructive Distributions”), paid to a non-U.S. holder generally will be subject to U.S. withholding
tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified by an applicable income
tax treaty. In order to receive a reduced treaty rate, a non-U.S. holder must provide us with an IRS Form W-8BEN, IRS Form W-8BEN-E
or other applicable IRS Form W-8 properly certifying qualification for the reduced rate. These forms must be updated periodically.
A non-U.S. holder eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of
any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. If a non-U.S. holder holds our securities
through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required
to provide appropriate documentation to the agent, which then may be required to provide certification to us or our paying agent,
either directly or through other intermediaries.
Dividends received
by a non-U.S. holder that are effectively connected with its conduct of a U.S. trade or business (and, if required by an applicable
income tax treaty, attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States)
are generally exempt from such withholding tax if the non-U.S. holder satisfies certain certification and disclosure requirements.
In order to obtain this exemption, the non-U.S. holder must provide us with an IRS Form W-8ECI or other applicable IRS Form W-8
properly certifying such exemption. Such effectively connected dividends, although not subject to withholding tax, are taxed at
the same graduated U.S. federal income tax rates applicable to U.S. holders, net of certain deductions and credits. In addition,
dividends received by a corporate non-U.S. holder that are effectively connected with its conduct of a U.S. trade or business
may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax
treaty. Non-U.S. holders should consult their own tax advisors regarding any applicable tax treaties that may provide for different
rules.
Gain on Sale,
Exchange or Other Taxable Disposition of Common Stock or Warrants
Subject to the
discussion below regarding backup withholding and foreign accounts, a non-U.S. holder generally will not be required to pay U.S.
federal income tax on any gain realized upon the sale, exchange or other taxable disposition of our common stock or a warrant
unless:
|
·
|
the
gain is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business (and, if required by an
applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base maintained by the non-U.S.
holder in the United States);
|
|
·
|
the
non-U.S. holder is a non-resident alien individual who is present in the United States for a period or periods aggregating
183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or
|
|
·
|
shares
of our common stock or our warrants, as applicable, constitute U.S. real property interests by reason of our status as a “United
States real property holding corporation” (a USRPHC) for U.S. federal income tax purposes at any time within the shorter
of the five-year period preceding the non-U.S. holder’s disposition of, or the non- U.S. holder’s holding period
for, our common stock or warrants, as applicable.
|
We believe that
we are not currently and will not become a USRPHC for U.S. federal income tax purposes, and the remainder of this discussion so
assumes. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property
relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in
the future. Even if we become a USRPHC, however, as long as our common stock is regularly traded on an established securities
market, such common stock will be treated as U.S. real property interests only if the non-U.S. holder actually or constructively
hold more than five percent of such regularly traded common stock at any time during the shorter of the five-year period preceding
the non-U.S. holder’s disposition of, or the non-U.S. holder’s holding period for, our common stock. In addition,
provided that our common stock is regularly traded on an established securities market, a warrant will not be treated as a U.S.
real property interest with respect to a non-U.S. holder if such holder did not own, actually or constructively, warrants whose
total fair market value on the date they were acquired (and on the date or dates any additional warrants were acquired) exceeded
the fair market value on that date (and on the date or dates any additional warrants were acquired) of 5% of all our common stock.
If the non-U.S.
holder is described in the first bullet above, it will be required to pay tax on the net gain derived from the sale, exchange
or other taxable disposition under regular graduated U.S. federal income tax rates, and a corporate non-U.S. holder described
in the first bullet above also may be subject to the branch profits tax at a rate of 30%, or such lower rate as may be specified
by an applicable income tax treaty. An individual non-U.S. holder described in the second bullet above will be required to pay
a flat 30% tax (or such lower rate specified by an applicable income tax treaty) on the gain derived from the sale, exchange or
other taxable disposition, which gain may be offset by U.S. source capital losses for the year (provided the non-U.S. holder has
timely filed U.S. federal income tax returns with respect to such losses). Non-U.S. holders should consult their own tax advisors
regarding any applicable income tax or other treaties that may provide for different rules.
Federal Estate
Tax
Common stock or
warrants beneficially owned by an individual who is not a citizen or resident of the United States (as defined for U.S. federal
estate tax purposes) at the time of their death will generally be includable in the decedent’s gross estate for U.S. federal
estate tax purposes. Such shares, therefore, may be subject to U.S. federal estate tax, unless an applicable estate tax treaty
provides otherwise.
Backup Withholding and Information
Reporting
Generally, we must
report annually to the IRS the amount of dividends paid to you, your name and address and the amount of tax withheld, if any.
A similar report will be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports
available to tax authorities in your country of residence.
Payments of dividends
on or of proceeds from the disposition of our securities made to you may be subject to information reporting and backup withholding
at a current rate of 28% unless you establish an exemption, for example, by properly certifying your non-U.S. status on an IRS
Form W-8BEN or IRS Form W-8BEN-E or other applicable IRS Form W-8. Notwithstanding the foregoing, backup withholding and information
reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a U.S. person.
Backup withholding
is not an additional tax; rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced
by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained
from the IRS, provided that the required information is furnished to the IRS in a timely manner.
Foreign Account Tax Compliance
The Foreign Account
Tax Compliance Act (“FATCA”) generally imposes withholding tax at a rate of 30% on dividends on and gross proceeds
from the sale or other disposition of our securities paid to a “foreign financial institution” (as specially defined
under these rules), unless such institution enters into an agreement with the U.S. government to, among other things, withhold
on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding the U.S. account
holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders
that are foreign entities with U.S. owners) or otherwise establishes an exemption. FATCA also generally imposes a U.S. federal
withholding tax of 30% on dividends on and gross proceeds from the sale or other disposition of our securities paid to a “non-financial
foreign entity” (as specially defined for purposes of these rules) unless such entity provides the withholding agent with
a certification identifying certain substantial direct and indirect U.S. owners of the entity, certifies that there are none or
otherwise establishes an exemption. The withholding provisions under FATCA generally apply to dividends paid by us, and under
current transitional rules are expected to apply with respect to the gross proceeds from a sale or other disposition of our securities
on or after January 1, 2019. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes.
An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described
in this paragraph. Non-U.S. holders should consult their own tax advisors regarding the possible implications of this legislation
on their investment in our securities.
Each prospective
investor should consult its own tax advisor regarding the particular U.S. federal, state and local and non-U.S. tax consequences
of purchasing, owning and disposing of our securities, including the consequences of any proposed changes in applicable laws.
UNDERWRITING
We have entered into
an underwriting agreement with Maxim Group LLC as the sole representative of the underwriters (“Maxim” or the “Representative”),
with respect to the shares and warrants being offered. Maxim is the sole book running manager for the offering. Subject to
the terms and conditions of an underwriting agreement between us and the Representative, we have agreed to sell to each underwriter
named below, and each underwriter named below has severally agreed to purchase, at the public offering price less the underwriting
discounts set forth on the cover page of this prospectus, the number of shares of common stock and warrants listed next to its
name in the following table:
Name of Underwriter
|
|
Number of Shares
|
|
|
Number of Warrants
|
|
Maxim Group LLC
|
|
|
1,500,000
|
|
|
|
1,500,000
|
|
Joseph Gunnar & Co., LLC
|
|
|
500,000
|
|
|
|
500,000
|
|
Total
|
|
|
2,000,000
|
|
|
|
2,000,000
|
|
The underwriters
are committed to purchase all the shares of common stock and warrants offered by this prospectus if they purchase any shares of
common stock and warrants. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments
of non-defaulting underwriters may be increased or the offering may be terminated. The underwriters are not obligated to purchase
the shares of common stock and/or warrants covered by the underwriters’ over-allotment option described below. The underwriters
are offering the shares of common stock and warrants, subject to prior sale, when, as and if issued to and accepted by them, subject
to approval of legal matters by their counsel, and other conditions contained in the underwriting agreement, such as the receipt
by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel
or modify offers to the public and to reject orders in whole or in part.
Over-Allotment Option
We have granted
to the underwriters an option, exercisable no later than 45 calendar days after the date of the underwriting agreement, to purchase
up to 300,000 shares of common stock and/or warrants at the public offering price listed on the cover page of this prospectus,
less underwriting discounts and commissions. The underwriters may exercise this option only to cover over-allotments, if any,
made in connection with this offering. To the extent the option is exercised and the conditions of the underwriting agreement
are satisfied, we will be obligated to sell to the underwriters, and the underwriters will be obligated to purchase, these additional
shares of common stock and/or warrants.
Representative’s Warrants
We have agreed to
(i) grant to Maxim Group LLC and Joseph Gunnar & Co., LLC, warrants to purchase a number of shares equal to five percent (5%)
of the total number of shares of common stock sold in this offering, other than to investors introduced by the Company, at an
exercise price equal to $6.60; and (ii) grant Maxim warrants to purchase a number
of shares equal to five percent (5%) of the total number of shares of common stock sold in this offering to investors introduced
by the Company at an exercise price equal to 110% of the price per unit sold in this offering. The warrants (the “Underwriter’s
Warrants”) will contain a cashless exercise feature. Each Underwriter’s Warrant is exercisable for one share of common
stock on a cash or cashless basis at an exercise price of $6.60. The Underwriter’s
Warrants will be non-exercisable for one hundred eighty (180) days after the effective date (the “Effective Date”)
of the registration statement of which this Prospectus forms a part of this offering, and will expire five years after such Effective
Date. The Underwriter’s Warrants will contain provisions for one demand registration of the shares underlying the Underwriter’s
Warrants at the Company’s expense and one registration of the Underwriter’s Warrants at the Representative’s
expense for a period of five years from the Effective Date, and unlimited piggyback registration rights for a period of seven
years after the Effective Date at the Company’s expense.
The number of Underwriter’s
Warrants outstanding, and the exercise price of those securities, will be adjusted proportionately, as permitted by FINRA Rule
5110(f)(2)(G).
Discounts and Commissions
We have agreed to
(i) pay the underwriters a cash fee equal to eight percent (8%) of the aggregate gross proceeds raised in this offering other
than from investors introduced by the Company; (ii) pay Maxim a cash fee equal to five percent (5%) of the aggregate gross
proceeds raised in this offering from investors that are introduced by the Company; (iii) grant underwriters warrants to
purchase that number of shares of our common stock equal to an aggregate of five percent (5%) of the shares of common stock
sold in the offering other than from investors introduced by the Company; and (iv) pay to Maxim warrants to purchase that
number of shares of common stock equal to an aggregate of five percent (5%) of the shares of common stock sold to investors
introduced by the Company in the offering. Such underwriters’ warrants shall have an exercise price equal to
$6.60, terminate five years after the effectiveness of the registration statement of which this prospectus forms a part,
and otherwise have the same terms as the warrants sold in this offering to the extent permitted by FINRA Rule
5110(f)(2)(G) except that (1) they will not be subject to redemption by the Company and (2) they will provide for unlimited
piggyback registration rights with respect to the underlying shares during the seven (7) year period commencing on the
effective date of this offering and demand registration rights during the five (5) year period commencing on the Effective
Date of this offering. Such underwriters’ warrants will be subject to FINRA Rule 5110(g)(1) in that, except as
otherwise permitted by FINRA rules, for a period of 180 days following the effectiveness of the registration statement, of
which this prospectus forms a part, the underwriters’ warrants shall not be (A) sold, transferred, assigned, pledged,
or hypothecated, or (B) the subject of any hedging, short sale, derivative, put, or call transaction that would result in the
effective economic disposition of the securities by any person.
The Representative
has advised us that the underwriters propose to offer the shares and warrants directly to the public at the public offering price
set forth on the cover of this prospectus. In addition, the representative may offer some of the shares and warrants to other
securities dealers at such price less a concession of up to $0.48 per share. After the offering to the public, the offering
price and other selling terms may be changed by the representative without changing the Company’s proceeds from the underwriters’
purchase of the shares and warrants.
The following table
summarizes the public offering price, underwriting commissions and proceeds before expenses to us assuming both no exercise and
full exercise of the underwriters’ option to purchase additional shares and warrants. The underwriting commissions are equal
to the public offering price per share less the amount per share the underwriters pay us for the shares.
|
Per
Unit(1)
|
Total
Without Over Allotment
|
Total
With Over
Allotment
|
|
|
|
|
Public
offering price
|
$6.00
|
12,000,000
|
13,800,000
|
Underwriting
discounts and commissions
|
$0.442
|
960,000
|
1,016,600
|
Proceeds,
before expenses, to us
|
$5.558
|
11,040,000
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12,783,400
|
|
(1)
|
The
fees shown do not include the warrant to purchase shares of common stock issuable to the underwriters at closing.
|
The total expenses of the offering, including registration, filing and listing fees, printing fees and legal and accounting expenses,
but excluding underwriting discounts and commissions, will be approximately $507,934, all of which are payable by us. This
figure includes expense reimbursements we have agreed to pay Maxim for reimbursement of its expenses related to the offering up
to a maximum aggregate expense allowance of
$100,000
for which we have paid a $10,000 advance, which will be returned to us to the extent not offset by actual expenses.
Lock-Up Agreements
We and each of
our officers, directors, affiliates and certain existing stockholders aggregating at least 1.0% of our outstanding shares have
agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of
or otherwise dispose of any shares of our common stock or other securities convertible into or exercisable or exchangeable for
shares of our common stock for a period of six (6) months after this offering is completed without the prior written consent of
Maxim Group LLC.
Maxim may in its
sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration
of the lock-up period. When determining whether or not to release shares from the lock-up agreements, the Representative will
consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which
the release is being requested and market conditions at the time.
Right of First Refusal
We
have granted Maxim a right of first refusal, for a period of twelve months from the commencement of sales of this offering,
to act as sole and exclusive investment banker, book-runner, financial advisor, underwriter and/or placement agent, at the Maxim’s
sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity
linked financings (each, a “Subject Transaction”), during such twelve (12) month period, of the Company, or any successor
to or subsidiary of the Company, on terms and conditions customary to the Maxim for such Subject Transactions. The right
of first referral does not apply to any financing or transactions consummated without the retention of a Financial Industry Regulatory
Authority (“FINRA”) registered broker dealer or other party to which the Company pays a finder’s fee
.
Indemnification
We have agreed
to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to
payments that the underwriters may be required to make for these liabilities.
OTC-QB and NASDAQ Capital Market
Our
common stock and warrants are listed on The NASDAQ Capital Market under the symbols “EVSI” and
“EVSIW”, respectively. There is no established public market for the warrants. No assurance can be given that a
trading market will develop for the warrants.
Price Stabilization, Short Positions,
and Penalty Bids
In connection with
this offering, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our common
stock. Specifically, the underwriters may over-allot in connection with this offering by selling more shares and warrants than
are set forth on the cover page of this prospectus. This creates a short position in our common stock for its own account. The
short position may be either a covered short position or a naked short position. In a covered short position, the number of shares
common stock or warrants over-allotted by the underwriters is not greater than the number of shares of common stock or warrants
that they may purchase in the over-allotment option. In a naked short position, the number of shares of common stock or warrants
involved is greater than the number of shares common stock or warrants in the over-allotment option. To close out a short position,
the underwriters may elect to exercise all or part of the over-allotment option. The underwriters may also elect to stabilize
the price of our common stock or reduce any short position by bidding for, and purchasing, common stock in the open market. Since
the warrants will not be listed and are not expected to trade, the underwriters cannot purchase the warrants in the open market
and, as a result, the underwriters cannot and will not enter into naked short positions.
The underwriters
may also impose a penalty bid. This occurs when a particular underwriter or dealer repays selling concessions allowed to it for
distributing a security in this offering because the underwriter repurchases that security in stabilizing or short covering transactions.
Finally, the underwriters
may bid for, and purchase, shares of our common stock in market making transactions, including “passive” market making
transactions as described below.
These activities
may stabilize or maintain the market price of our common stock at a price that is higher than the price that might otherwise exist
in the absence of these activities. The underwriters are not required to engage in these activities, and may discontinue any of
these activities at any time without notice. These transactions may be effected on NASDAQ, in the over-the-counter market, or
otherwise.
In connection with
this offering, the underwriters and selling group members, if any, or their affiliates may engage in passive market making transactions
in our common stock immediately prior to the commencement of sales in this offering, in accordance with Rule 103 of Regulation
M under the Exchange Act. Rule 103 generally provides that:
|
·
|
a
passive market maker may not effect transactions or display bids for our common stock in excess of the highest independent
bid price by persons who are not passive market makers;
|
|
·
|
net
purchases by a passive market maker on each day are generally limited to 30% of the passive market maker’s average daily
trading volume in our common stock during a specified two-month prior period or 200 shares, whichever is greater, and must
be discontinued when that limit is reached; and
|
|
·
|
passive
market making bids must be identified as such.
|
Electronic Distribution
A prospectus in
electronic format may be made available on a website maintained by the representatives of the underwriters and may also be made
available on a website maintained by other underwriters. The underwriters may agree to allocate a number of shares to underwriters
for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives of the underwriters
to underwriters that may make Internet distributions on the same basis as other allocations. In connection with the offering,
the underwriters or syndicate members may distribute prospectuses electronically. No forms of electronic prospectus other than
prospectuses that are printable as Adobe® PDF will be used in connection with this offering.
The underwriters
have informed us that they do not expect to confirm sales of shares and warrants offered by this prospectus to accounts over which
they exercise discretionary authority.
Other than the
prospectus in electronic format, the information on any underwriter’s website and any information contained in any other
website maintained by an underwriter is not part of the prospectus or the registration statement of which this prospectus forms
a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter and should not be relied
upon by investors.
Certain Relationships
Certain of the
underwriters and their affiliates may provide, from time to time, investment banking and financial advisory services to us in
the ordinary course of business, for which they may receive customary fees and commissions.
Notice to Prospective Investors
in Canada
This prospectus
constitutes an “exempt offering document” as defined in and for the purposes of applicable Canadian securities laws.
No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer
and sale of the shares. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon
this prospectus or on the merits of the shares and any representation to the contrary is an offence.
Canadian investors
are advised that this prospectus has been prepared in reliance on section 3A.3 of National Instrument 33-105 Underwriting Conflicts
(“NI 33-105”). Pursuant to section 3A.3 of NI 33-105, this prospectus is exempt from the requirement that the Company
and the underwriter(s) provide Canadian investors with certain conflicts of interest disclosure pertaining to “connected
issuer” and/or “related issuer” relationships that may exist between the Company and the underwriter(s) as would
otherwise be required pursuant to subsection 2.1(1) of NI 33-105.
Resale Restrictions
The offer and sale
of the shares in Canada is being made on a private placement basis only and is exempt from the requirement that the Company prepares
and files a prospectus under applicable Canadian securities laws. Any resale of shares acquired by a Canadian investor in this
offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction,
and which may require resales to be made in accordance with Canadian prospectus requirements, pursuant to a statutory exemption
from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale
restrictions may under certain circumstances apply to resales of the shares outside of Canada.
Representations of Purchasers
Each Canadian investor
who purchases shares will be deemed to have represented to the Company, the underwriters and to each dealer from whom a purchase
confirmation is received, as applicable, that the investor is (i) purchasing as principal, or is deemed to be purchasing as principal
in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii)
an “accredited investor” as such term is defined in section 1.1 of National Instrument 45-106
Prospectus Exemptions
or,
in Ontario, as such term is defined in section 73.3(1) of the
Securities Act
(Ontario); and (iii) is a “permitted
client” as such term is defined in section 1.1 of National Instrument 31-103
Registration Requirements, Exemptions
and Ongoing Registrant Obligations
.
Taxation and Eligibility for Investment
Any discussion
of taxation and related matters contained in this prospectus does not purport to be a comprehensive description of all of the
tax considerations that may be relevant to a Canadian investor when deciding to purchase the shares and, in particular, does not
address any Canadian tax considerations. No representation or warranty is hereby made as to the tax consequences to a resident,
or deemed resident, of Canada of an investment in the shares or with respect to the eligibility of the shares for investment by
such investor under relevant Canadian federal and provincial legislation and regulations.
Rights of Action for Damages or
Rescission
Securities legislation
in certain of the Canadian jurisdictions provides certain purchasers of securities pursuant to an offering memorandum (such as
this prospectus), including where the distribution involves an “eligible foreign security” as such term is defined
in Ontario Securities Commission Rule 45-501
Ontario Prospectus and Registration Exemptions
and in Multilateral Instrument
45-107
Listing Representation and Statutory Rights of Action Disclosure Exemptions
, as applicable, with a remedy for
damages or rescission, or both, in addition to any other rights they may have at law, where the offering memorandum, or other
offering document that constitutes an offering memorandum, and any amendment thereto, contains a “misrepresentation”
as defined under applicable Canadian securities laws. These remedies, or notice with respect to these remedies, must be exercised
or delivered, as the case may be, by the purchaser within the time limits prescribed under, and are subject to limitations and
defenses under, applicable Canadian securities legislation. In addition, these remedies are in addition to and without derogation
from any other right or remedy available at law to the investor.
Language of Documents
Upon receipt of
this document, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing or relating
in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation or any notice)
be drawn up in the English language only.
Par la réception de ce document, chaque investisseur canadien confirme
par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de
quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant,
pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.
LEGAL MATTERS
The validity of the
issuance of the shares of common stock covered by this prospectus will be passed upon for us by Weintraub Tobin Chediak Coleman
Grodin, special counsel to Envision.
EXPERTS
Our consolidated financial
statements as of and for our years ended December 31, 2018 and December 31, 2017 included in this prospectus and elsewhere in
the registration statement have been audited by Salberg & Company, P.A., an independent registered public accounting firm,
as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts
in auditing and accounting in giving said reports.
INTERESTS OF
NAMED EXPERTS AND COUNSEL
No named expert
or counsel was hired on a contingent basis, will receive a direct or indirect interest in the issuer, or was a promoter, underwriter,
voting trustee, director, officer, or employee of Envision.
WHERE YOU CAN
FIND MORE INFORMATION
We have
filed with the Securities and Exchange Commission, Washington, D.C., 20549, under the Securities Act of 1933, a registration
statement on Form S-1 relating to the securities offered hereby. This prospectus does not contain all of the information set
forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our
company and the securities we are offering by this prospectus you should refer to the registration statement, including the
exhibits and schedules thereto. You may inspect a copy of the registration statement without charge at the Public Reference
Section of the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission
at 1-800-SEC-0330. The Securities and Exchange Commission also maintains an Internet site that contains reports, proxy and
information statements and other information regarding registrants that file electronically with the Securities and Exchange
Commission. The Securities and Exchange Commission's World Wide Web address is http://www.sec.gov.
We file periodic
reports, proxy statements and other information with the Securities and Exchange Commission in accordance with requirements of
the Exchange Act. These periodic reports, proxy statements and other information are available for inspection and copying at the
regional offices, public reference facilities and Internet site of the Securities and Exchange Commission referred to above. In
addition, you may request a copy of any of our periodic reports filed with the Securities and Exchange Commission at no cost,
by writing or telephoning us at the following address:
Envision Solar International, Inc.
5660 Eastgate Dr.
San Diego, California 92121
Attention: Desmond Wheatley, Chief Executive
Officer
Information contained
on our website is not a prospectus and does not constitute a part of this prospectus.
You should rely
only on the information contained in or incorporated by reference or provided in this prospectus. We have not authorized anyone
else to provide you with different information. We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume the information in this prospectus is accurate as of any date other than the date on the
front of this prospectus.
Envision Solar International, Inc. and
Subsidiary
Table
of Contents
Report of Independent
Registered Public Accounting Firm
To the Board of Directors and Stockholders
of:
Envision Solar International, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheets of Envision Solar International, Inc. and Subsidiary (the “Company”) as of December 31, 2018 and 2017,
the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows, for each of the two
years in the period ended December 31, 2018, and the related notes (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated
financial position of the Company as of December 31, 2018 and 2017, and the consolidated results of its operations and its cash
flows for each of the two years in the period ended December 31, 2018, in conformity with accounting principles generally accepted
in the United States of America.
Going Concern
The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated
financial statements, the Company has a net loss and cash used in operations of $3,598,780 and $712,456, respectively, in 2018
and has a working capital deficit, stockholders’ deficit and accumulated deficit of $2,759,580, $2,480,679 and $41,875,659,
respectively, at December 31, 2018. These matters raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s Plan in regards to these matters is also described in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is
not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such
opinion.
Our audits included performing procedures
to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe
that our audits provide a reasonable basis for our opinion.
/s/ Salberg & Company P.A
.
SALBERG & COMPANY, P.A.
We have served as the company’s
auditors since 2008
Boca Raton, Florida
March 20, 2019
2295
NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431
Phone:
(561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920
www.salbergco.com
• info@salbergco.com
Member
National Association of Certified Valuation Analysts • Registered with the PCAOB
Member
CPAConnect with Affiliated Offices Worldwide
•
Member
Center for Public Company Audit Firms
Envision Solar
International, Inc. and Subsidiary
Consolidated
Balance Sheets
|
|
December
31,
|
|
|
|
2018
|
|
|
2017
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
244,024
|
|
|
$
|
403,475
|
|
Accounts Receivable, net
|
|
|
1,290,702
|
|
|
|
5,946
|
|
Prepaid and other current assets
|
|
|
256,071
|
|
|
|
55,674
|
|
Inventory, net
|
|
|
1,130,966
|
|
|
|
2,319,500
|
|
Total Current Assets
|
|
|
2,921,763
|
|
|
|
2,784,595
|
|
|
|
|
|
|
|
|
|
|
Property and Equipment, net
|
|
|
133,235
|
|
|
|
226,112
|
|
|
|
|
|
|
|
|
|
|
Other Assets
|
|
|
|
|
|
|
|
|
Patents, net
|
|
|
131,625
|
|
|
|
75,279
|
|
Deposits
|
|
|
105,541
|
|
|
|
156,588
|
|
Deferred Equity Offering
Costs
|
|
|
195,028
|
|
|
|
–
|
|
Total Other Assets
|
|
|
432,194
|
|
|
|
231,867
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
3,487,192
|
|
|
$
|
3,242,574
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
$
|
1,368,257
|
|
|
$
|
486,690
|
|
Accrued Expenses
|
|
|
614,170
|
|
|
|
451,924
|
|
Sales Tax Payable
|
|
|
191
|
|
|
|
46
|
|
Deferred Revenue
|
|
|
835,785
|
|
|
|
77,514
|
|
Convertible Line of Credit,
net of discount of $0 and $226,768 at December 31, 2018 and 2017, respectively
|
|
|
960,000
|
|
|
|
923,232
|
|
Convertible Notes Payable
- Current Portion, net of discount amounting to $446,381 and $175,668 at December 31, 2018 and 2017, respectively
|
|
|
1,104,235
|
|
|
|
1,486,948
|
|
Convertible Note Payable -Related Party
|
|
|
–
|
|
|
|
135,000
|
|
Note Payable, net of discount of $74,315 at
December 31, 2018
|
|
|
788,185
|
|
|
|
–
|
|
Auto Loan -current portion
|
|
|
10,520
|
|
|
|
9,862
|
|
Total Current Liabilities
|
|
|
5,681,343
|
|
|
|
3,571,216
|
|
|
|
|
|
|
|
|
|
|
Convertible Note Payable
-Related Party, net of debt discount amounting to $7,749 at December 31, 2018
|
|
|
177,251
|
|
|
|
–
|
|
Convertible Notes Payable - Long Term Portion
|
|
|
100,000
|
|
|
|
–
|
|
Long-term portion of Auto
Loan
|
|
|
9,277
|
|
|
|
20,620
|
|
Total Long Term Liabilities
|
|
|
286,528
|
|
|
|
20,620
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
5,967,871
|
|
|
|
3,591,836
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit
|
|
|
|
|
|
|
|
|
Preferred Stock, $0.001 par
value, 10,000,000 authorized, 0 outstanding as of December 31, 2018 and 2017, respectively.
|
|
|
–
|
|
|
|
–
|
|
Common Stock, $0.001 par
value, 490,000,000 shares authorized,
145,331,495
and 141,835,662 shares issued or issuable and outstanding at December 31, 2018 and 2017, respectively.
|
|
|
145,331
|
|
|
|
141,836
|
|
Additional Paid-in-Capital
|
|
|
39,249,649
|
|
|
|
37,785,781
|
|
Accumulated Deficit
|
|
|
(41,875,659
|
)
|
|
|
(38,276,879
|
)
|
|
|
|
|
|
|
|
|
|
Total Stockholders' Deficit
|
|
|
(2,480,679
|
)
|
|
|
(349,262
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders' Deficit
|
|
$
|
3,487,192
|
|
|
$
|
3,242,574
|
|
The accompanying
notes are an integral part of these Consolidated Financial Statements
Envision Solar
International, Inc. and Subsidiary
Consolidated
Statements of Operations
|
|
For the Year Ended December
31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
6,162,402
|
|
|
$
|
1,412,042
|
|
|
|
|
|
|
|
|
|
|
Cost of Revenues
|
|
|
6,354,502
|
|
|
|
1,884,793
|
|
|
|
|
|
|
|
|
|
|
Gross Loss
|
|
|
(192,100
|
)
|
|
|
(472,751
|
)
|
|
|
|
|
|
|
|
|
|
Operating Expenses (including stock
based compensation expense of $349,072 and $430,084 for the years ended December 31, 2018 and 2017, respectively)
|
|
|
2,337,446
|
|
|
|
2,227,645
|
|
|
|
|
|
|
|
|
|
|
Loss From Operations
|
|
|
(2,529,546
|
)
|
|
|
(2,700,396
|
)
|
|
|
|
|
|
|
|
|
|
Other Income (Expense)
|
|
|
|
|
|
|
|
|
Other Income
|
|
|
3,729
|
|
|
|
1,762
|
|
Gain on sale of Fixed Assets
|
|
|
16,260
|
|
|
|
–
|
|
Gain on Debt Settlement, net
|
|
|
–
|
|
|
|
25,524
|
|
Interest Expense
|
|
|
(1,089,223
|
)
|
|
|
(474,601
|
)
|
Gain on debt extinguishment
|
|
|
–
|
|
|
|
107,081
|
|
Total Other Income (Expense)
|
|
|
(1,069,234
|
)
|
|
|
(340,234
|
)
|
|
|
|
|
|
|
|
|
|
Loss Before Tax Expense
|
|
|
(3,598,780
|
)
|
|
|
(3,040,630
|
)
|
|
|
|
|
|
|
|
|
|
Tax Expense
|
|
|
–
|
|
|
|
800
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(3,598,780
|
)
|
|
$
|
(3,041,430
|
)
|
|
|
|
|
|
|
|
|
|
Net Loss Per Share- Basic and Diluted
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding - Basic and Diluted
|
|
|
144,564,006
|
|
|
|
127,470,749
|
|
The accompanying
notes are an integral part of these Consolidated Financial Statements
Envision Solar
International, Inc. and Subsidiary
Consolidated
Statements of Changes in Stockholders' Deficit
For the Years
Ended December 31, 2018 and 2017
|
|
Preferred
Stock
|
|
|
Common
Stock
|
|
|
Additional Paid-in
|
|
|
Accumulated
|
|
|
Total Stockholders'
|
|
|
|
Stock
|
|
|
Amount
|
|
|
Stock
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2016
|
|
|
–
|
|
|
$
|
–
|
|
|
|
120,105,418
|
|
|
$
|
120,105
|
|
|
$
|
33,730,240
|
|
|
$
|
(35,235,449
|
)
|
|
$
|
(1,385,104
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued for Cash
|
|
|
–
|
|
|
|
–
|
|
|
|
15,633,327
|
|
|
|
15,634
|
|
|
|
2,329,366
|
|
|
|
–
|
|
|
|
2,345,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Offering Costs
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(53,600
|
)
|
|
|
–
|
|
|
|
(53,600
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued for Loan Conversion
|
|
|
–
|
|
|
|
–
|
|
|
|
4,698,060
|
|
|
|
4,698
|
|
|
|
700,011
|
|
|
|
–
|
|
|
|
704,709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued for Services
|
|
|
–
|
|
|
|
–
|
|
|
|
15,000
|
|
|
|
15
|
|
|
|
2,235
|
|
|
|
–
|
|
|
|
2,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued for Services - Related Party
|
|
|
–
|
|
|
|
–
|
|
|
|
180,000
|
|
|
|
180
|
|
|
|
26,820
|
|
|
|
–
|
|
|
|
27,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued for Director Services
|
|
|
–
|
|
|
|
–
|
|
|
|
750,000
|
|
|
|
750
|
|
|
|
111,750
|
|
|
|
–
|
|
|
|
112,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Issued for Loan Guaranty -Related Party
|
|
|
–
|
|
|
|
–
|
|
|
|
453,857
|
|
|
|
454
|
|
|
|
67,624
|
|
|
|
–
|
|
|
|
68,078
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Warrants and Beneficial Conversion Features Related to
Debt Instruments
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
651,251
|
|
|
|
–
|
|
|
|
651,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Option Expense
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
220,084
|
|
|
|
–
|
|
|
|
220,084
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss 2017
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(3,041,430
|
)
|
|
|
(3,041,430
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2017
|
|
|
–
|
|
|
$
|
–
|
|
|
|
141,835,662
|
|
|
$
|
141,836
|
|
|
$
|
37,785,781
|
|
|
$
|
(38,276,879
|
)
|
|
$
|
(349,262
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued for Cash
|
|
|
–
|
|
|
|
–
|
|
|
|
1,933,333
|
|
|
|
1,933
|
|
|
|
288,067
|
|
|
|
–
|
|
|
|
290,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
`
|
|
|
|
|
|
|
|
|
|
Cash Offering Costs
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(12,000
|
)
|
|
|
–
|
|
|
|
(12,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued for Director Services
|
|
|
–
|
|
|
|
–
|
|
|
|
1,562,500
|
|
|
|
1,562
|
|
|
|
235,938
|
|
|
|
–
|
|
|
|
237,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Warrants and Beneficial Conversion Features Related to
Debt Instruments
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
840,291
|
|
|
|
–
|
|
|
|
840,291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Option Expense
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
111,572
|
|
|
|
–
|
|
|
|
111,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss 2018
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(3,598,780
|
)
|
|
|
(3,598,780
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2018
|
|
|
–
|
|
|
$
|
–
|
|
|
|
145,331,495
|
|
|
$
|
145,331
|
|
|
$
|
39,249,649
|
|
|
$
|
(41,875,659
|
)
|
|
$
|
(2,480,679
|
)
|
The accompanying
notes are an integral part of these Consolidated Financial Statements
Envision Solar
International, Inc. and Subsidiary
Consolidated
Statements of Cash Flows
|
|
For
the Year Ended December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(3,598,780
|
)
|
|
$
|
(3,041,430
|
)
|
Adjustments to Reconcile Net loss to Net Cash Used in Operating
Activities:
|
|
|
|
|
|
|
|
|
Depreciation and Amortization
|
|
|
62,839
|
|
|
|
69,381
|
|
Common Stock Issued for Loan Guaranty
|
|
|
–
|
|
|
|
68,250
|
|
Common Stock Issued for Services
|
|
|
237,500
|
|
|
|
141,750
|
|
Gain on Debt Settlement, net
|
|
|
–
|
|
|
|
(25,524
|
)
|
Compensation Expense Related to Grant of Stock
Options
|
|
|
111,572
|
|
|
|
220,084
|
|
Gain on Debt Extinguishment
|
|
|
–
|
|
|
|
(107,081
|
)
|
Gain on Sale of Fixed Assets
|
|
|
(16,260
|
)
|
|
|
–
|
|
Amortization of Debt Discount
|
|
|
861,782
|
|
|
|
271,098
|
|
Amortization of Debt Issue Costs
|
|
|
–
|
|
|
|
800
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
(Increase) decrease in:
|
|
|
|
|
|
|
|
|
Accounts Receivable
|
|
|
(1,284,756
|
)
|
|
|
1,155,118
|
|
Prepaid Expenses and Other Current Assets
|
|
|
(230,669
|
)
|
|
|
19,659
|
|
Inventory
|
|
|
1,241,040
|
|
|
|
(2,004,526
|
)
|
Deposits
|
|
|
51,047
|
|
|
|
(1,810
|
)
|
Increase (decrease) in:
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
|
881,567
|
|
|
|
(386,322
|
)
|
Accrued Expenses
|
|
|
162,246
|
|
|
|
146,185
|
|
Convertible Note Payable Issued in Lieu of Salary
- Related Party
|
|
|
50,000
|
|
|
|
85,000
|
|
Sales Tax Payable
|
|
|
145
|
|
|
|
(50,135
|
)
|
Deferred Revenue
|
|
|
758,271
|
|
|
|
2,191
|
|
NET CASH USED IN OPERATING ACTIVITIES
|
|
|
(712,456
|
)
|
|
|
(3,437,312
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Purchase of Equipment
|
|
|
(23,470
|
)
|
|
|
(23,895
|
)
|
Sale of Equipment
|
|
|
50,267
|
|
|
|
–
|
|
Funding of Patent Costs
|
|
|
(59,079
|
)
|
|
|
(2,470
|
)
|
NET CASH USED IN INVESTING ACTIVITIES
|
|
|
(32,282
|
)
|
|
|
(26,365
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Common Stock
|
|
|
290,000
|
|
|
|
2,345,000
|
|
Payments of Offering Costs Related to Sale of
Common Stock
|
|
|
(12,000
|
)
|
|
|
(53,600
|
)
|
Borrowings on Convertible Note Payable
|
|
|
–
|
|
|
|
1,500,000
|
|
Borrowings (Repayments) on Convertible Line
of Credit, Net
|
|
|
(190,000
|
)
|
|
|
1,150,000
|
|
Payments on Line of Credit, Net
|
|
|
–
|
|
|
|
(1,000,000
|
)
|
Repayments of Convertible Notes Payable
|
|
|
(12,000
|
)
|
|
|
(12,000
|
)
|
Borrowings (Repayments) on Notes Payable
|
|
|
750,000
|
|
|
|
(40,000
|
)
|
Repayments of Auto Loan
|
|
|
(10,685
|
)
|
|
|
(8,533
|
)
|
Payments of Deferred Equity Offering Costs
|
|
|
(195,028
|
)
|
|
|
–
|
|
Payments of Loan Offering
Costs
|
|
|
(35,000
|
)
|
|
|
(22,283
|
)
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
|
|
585,287
|
|
|
|
3,858,584
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH
|
|
|
(159,451
|
)
|
|
|
394,907
|
|
|
|
|
|
|
|
|
|
|
CASH AT BEGINNING OF YEAR
|
|
|
403,475
|
|
|
|
8,568
|
|
|
|
|
|
|
|
|
|
|
CASH AT END OF YEAR
|
|
$
|
244,024
|
|
|
$
|
403,475
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow
Information:
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
163,555
|
|
|
$
|
73,409
|
|
Cash paid for tax
|
|
$
|
–
|
|
|
$
|
800
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash
Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
Shares Issued for Debt
Conversion
|
|
$
|
–
|
|
|
$
|
704,709
|
|
Recording of Debt Discount
|
|
$
|
840,291
|
|
|
$
|
715,829
|
|
Recording of Payment Premium
on Note Payable
|
|
$
|
112,500
|
|
|
$
|
–
|
|
Shares Issued for Loan
Guarantee -Related Party
|
|
$
|
–
|
|
|
$
|
68,250
|
|
Transfer of prepaid asset
to inventory
|
|
$
|
30,272
|
|
|
$
|
21,168
|
|
Depreciation transferred
to inventory
|
|
$
|
22,234
|
|
|
$
|
22,004
|
|
Prepaid insurance financed
by third party
|
|
$
|
–
|
|
|
$
|
2,334
|
|
The accompanying
notes are an integral part of these Consolidated Financial Statements
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
|
1.
|
CORPORATE ORGANIZATION, NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
CORPORATE ORGANIZATION
Envision Solar was
incorporated in June 2006 as a limited liability company (“LLC”). Through a series of transactions and mergers, including
a series of 2010 transactions where the then existing entity was acquired by an inactive publicly-held company in a transaction
treated as a recapitalization of the company, the resulting entity became Envision Solar International, Inc., a Nevada Corporation
(along with its subsidiary, hereinafter the “Company”, "us", "we", "our" or "Envision").
Additionally, the Company had formed various wholly owned subsidiaries to account for its planned future operations, but these
entities were dissolved over the subsequent years. The only remaining subsidiary included in these consolidated financial statements
is Envision Solar Construction Company, Inc. which was a non-operational entity officially dissolved in 2017.
NATURE OF OPERATIONS
Envision invents,
designs, and manufactures solar powered products and proprietary technology solutions targeting three verticals: electric vehicle
charging infrastructure, out of home advertising infrastructure, and energy security and disaster preparedness. The Company focuses
on creating renewably energized platforms for electric vehicle (“EV”) charging, media and branding, and energy security
which management believes are attractive, rapidly deployed, and of the highest quality. Management believes that the Company’s
chief differentiator is its ability to invent, design, engineer, and manufacture solar products which are a complex integration
of our own proprietary technology and other commonly available engineered components. The resulting products are built to have
the longest life expectancy in the industry while also delivering valuable amenities and potentially highly attractive revenue
opportunities for our customers. Management believes that Envision’s products deliver multiple layers of value such as:
environmental impact free renewably energized EV charging; media, branding, and advertising platforms; sustainable and secure
energy production; architectural enhancement; reduced carbon footprint; high visibility "green halo" branding; reduction
of net operating costs through reduced utility bills; and revenue creation opportunities through the sales of digital out of home
(“DOOH”) media.
PRINCIPALS OF CONSOLIDATION
The consolidated financial
statements include the accounts of Envision Solar International, Inc. and its inactive wholly-owned subsidiary, Envision Solar
Construction Company, Inc. All inter-company balances and transactions have been eliminated in consolidation.
USE OF ESTIMATES
The preparation of
consolidated financial statements in conformity with accounting principles generally accepted in the United States of America
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 consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying
consolidated financial statements include the allowance for doubtful accounts receivable, valuation of inventory and standard
cost allocations, depreciable lives of property and equipment, estimates of loss contingencies, valuation of beneficial conversion
features in convertible debt, valuation of share-based payments, and the valuation allowance on deferred tax assets.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
CONCENTRATIONS
Concentration of
Credit Risk
Financial
instruments that potentially subject us to concentrations of credit risk consist of cash and revenues.
The Company
maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has
not experienced any losses in such accounts through December 31, 2018. The Company did not have any bank balances in
excess of FDIC insured levels as of December 31, 2018 and had approximately $150,000 as of December 31, 2017.
Concentration of
Accounts Receivable
At December
31, 2018 and 2017, customers that each accounted for more than 10% of our accounts receivable were as follows:
|
2018
|
2017
|
Customer A
|
82%
|
–
|
Customer B
|
–
|
94%
|
Concentration of
Revenues
For the
years ended December 31, 2018 and 2017, customers that each represented more than 10% of our revenues were as follows:
|
2018
|
2017
|
Customer A
|
50%
|
28%
|
Customer C
|
–
|
12%
|
CASH AND CASH EQUIVALENTS
For the purposes of
the consolidated statements of cash flows, the Company considers all highly liquid investments with an original maturity of three
months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2018 nor December 31, 2017,
respectively.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s
financial instruments, including cash, accounts receivable, accounts payable, accrued expenses and short term loans, are carried
at historical cost basis. At December 31, 2018 and 2017, the carrying amounts of these instruments approximated their fair values
because of the short-term nature of these instruments.
ACCOUNTS RECEIVABLE
Accounts receivable
are customer obligations due under normal trade terms. Management reviews accounts receivable on a periodic basis to determine
if any receivables may become uncollectible. Management’s evaluation includes several factors including the aging of the
accounts receivable balances, a review of significant past due accounts, dialogue with the customer, the financial profile of
a customer, our historical write-off experience, net of recoveries, and economic conditions. The Company includes any accounts
receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. Further, the Company
may record a general reserve in its allowance for doubtful accounts to account for future changes that may negatively impact our
overall collections. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
INVENTORY
Inventory is stated
at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method of accounting. Inventory
costs primarily relate to purchased raw materials and components used in the manufacturing of our products, work in process for
products being manufactured, and finished goods. Included in these costs are direct labor and certain manufacturing overhead costs
associated with the manufacturing process. The Company regularly reviews inventory components and quantities on hand, and performs
annual physical inventory counts. A reserve is established if this review process determines the net realizable value of such
inventory may be below the carrying value.
PROPERTY, EQUIPMENT AND DEPRECIATION
Property and equipment
is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related
assets of 3 to 7 years. Expenditures for maintenance and repairs, along with fixed assets below our capitalization threshold,
are expensed as incurred.
PATENTS
The Company believes
it will achieve future economic value for its various patents and patent ideas. All administrative costs for obtaining patents
are accumulated on the balance sheet as a Patent asset until such time as a patent is issued. The costs of these intangible assets
are classified as a long term asset and amortized on a straight line basis over the legal life of such asset, which is typically
20 years. In the event a patent is denied, all accumulated administrative costs will be expensed in that period. For the years
ended December 31, 2018 and 2017 respectively, patent amortization expense was $2,733 and $561.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company accounts
for long-lived assets in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.”
This guidance requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported
at the lower of the carrying amount or fair value less costs to sell.
ACCOUNTING FOR DERIVATIVES
The Company evaluates
its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those
contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The
result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded
as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement
of operations as other income (expense). Upon conversion of a note where the embedded conversion option has been bifurcated and
accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives,
and debt discounts, and recognizes a net gain or loss on extinguishment. Equity instruments that are initially classified
as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the
instrument on the reclassification date.
REVENUE AND COST RECOGNITION
On January 1, 2018,
Envision adopted the revenue standards of Financial Accounting Standards Board Update No. 2014-09: “Revenue from Contracts
with Customers (Topic 606).” The core principle of this Topic is that an entity recognizes revenue to depict the transfer
of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled
in exchange for those goods or services. Revenue is recognized in accordance with that core principle by applying the following
five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the
transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we
satisfy a performance obligation.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
Revenues are primarily
derived from the direct sales of manufactured products. Revenues may also consist of maintenance fees for the maintenance of previously
sold products, and revenues from sales of professional services.
Revenues from inventoried
product sales are recognized upon the final delivery of such product to the customer or when legal transfer of ownership takes
place. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The
customer is typically obligated to make payment for such products within a 30-45 day period after delivery.
Revenues from maintenance
fees are recognized equally over the period of the maintenance term. Revenue values are fixed price arrangements determined at
the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for the service
in advance of the maintenance period.
Revenues from professional
services are recognized as services are performed. Revenue values are based upon fixed fee arrangements or hourly fee-based arrangements
with agreed to hourly rates of service categories in line with expertise requirements. These services are billed to a customer
as such services are provided and the customer will be obligated to make payments for such services typically within a 30-45 day
period.
The Company includes
shipping and handling fees billed to customers as revenues, and shipping and handling costs as cost of revenues.
Any deposits received
from a customer prior to delivery of the purchased product or monies paid to us prior to the period for which a service is provided
are accounted for as deferred revenue on the balance sheet.
Sales tax is recorded
on a net basis and excluded from revenue.
The Company generally
provides a one year warranty on its products for materials and workmanship, but may provide multiple year warranties as negotiated,
and will pass on the warranties from its vendors, if any, which generally covers this one year period. In accordance with ASC
450-20-25, the Company accrues for product warranties when the loss is probable and can be reasonably estimated. At December
31, 2018, the Company has no product warranty accrual given the Company’s de minimis historical financial warranty experience.
COST OF REVENUES
The Company records
direct material and component costs, direct labor and associated benefits, and manufacturing overhead costs such as supervision,
manufacturing equipment depreciation, rent, and utility costs, all of which are included in inventory prior to a sale, as costs
of revenues. The Company further includes shipping and handling fees billed to customers as revenues, and shipping and handling
costs as cost of revenues.
RESEARCH AND DEVELOPMENT
In accordance with
ASC 730-10, “Research and Development,” expenditures for research and development of the Company’s products
are expensed when incurred, and are included in operating expenses. The Company recognized research and development costs, not
including minimal amounts of labor associated with research and development projects, of $3,585 for the year ending December 31,
2018 and $1,772 for the year ending December 31, 2017.
ADVERTISING
The Company conducts
advertising for the promotion of its products and services. In accordance with ASC 720-35, “Advertising Costs,” advertising
costs are charged to operations when incurred. Such amounts aggregated $114,408 in 2018 and $81,278 in 2017.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
STOCK-BASED COMPENSATION
The Company follows
ASC 718, “Compensation – Stock Compensation.” ASC 718 requires companies to estimate and recognize the fair
value of stock-based awards to employees and directors. The fair value of the portion of an award that is ultimately expected
to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.
The Company accounts
for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50 “Equity-Based
Payments to Non-Employees”.
The Company estimates
the fair value of each stock option at the grant date by using the Black-Scholes option pricing model.
INCOME TAXES
The Company accounts
for income taxes pursuant to the provisions of ASC Topic 740, “Income Taxes,” which requires, among other things,
an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition
of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying
amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for
which management believes it is more likely than not that the net deferred asset will not be realized.
The Company follows
the provisions of ASC 740-10-25-5,
“
Basic Recognition Threshold
.”
When tax returns are filed, it is
highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject
to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance
with the guidance of ASC 740-10-25-6, the benefit of a tax position is recognized in the consolidated financial statements in
the period during which, based on all available evidence, management believes it is more likely than not that the position will
be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not
offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured
as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable
taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described
above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated
interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions
are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax
benefits. As of December 31, 2018, tax years 2015 through 2018 remain open for IRS audit. The Company has received no notice of
audit from the IRS for any of the open tax years.
The Company recognizes
the benefit of a tax position when it is effectively settled. ASC 740-10-25-10, “Basic Recognition Threshold” provides
guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously
unrecognized tax benefits. ASC 740-10-25-10 clarifies that a tax position can be effectively settled upon the completion of an
examination by a taxing authority. For tax positions considered effectively settled, the Company recognizes the full amount of
the tax benefit.
BASIC AND DILUTED NET LOSS PER COMMON
SHARE
Basic net loss per
share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted
net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for
the period and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental
common shares issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock
equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
Convertible debt convertible
into 20,914,405 common shares, options to purchase 14,820,589 common shares and warrants to purchase 6,717,950 common shares were
outstanding at December 31, 2018. Convertible debt convertible into 19,846,181 common shares, options to purchase 15,216,664 common
shares and warrants to purchase 5,781,900 common shares were outstanding at December 31, 2017. Dilutive common stock equivalents
were not included in the computation of diluted net loss per share in 2018 and 2017 because the effects would have been anti-dilutive
due to the net losses. Due to the net losses in 2018 and 2017, basic and diluted net loss per share amounts are the same. These
potential common shares may dilute future earnings per share.
CONTINGENCIES
Certain conditions
may exist as of the date the consolidated financial statements are issued which may result in a loss to the Company, but which
will only be resolved when one or more future events occur or fail to occur. Company management and its legal counsel assess such
contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related
to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company's
legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of
the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable
that a liability has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability would
be accrued in the Company's consolidated financial statements. If the assessment indicates that a potentially material loss contingency
is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent
liability, together with an estimate of the range of possible loss if determinable would be disclosed. The Company does not include
legal costs in its estimates of amounts to accrue.
SEGMENTS
The Company follows
the guidance of ASC 280-10 for “Disclosures about Segments of an Enterprise and Related Information." During 2018 and
2017, the Company only operated in one segment; therefore, segment information has not been presented.
RECLASSIFICATIONS
Certain reclassifications
have been made on prior period balances to conform to the current year presentation. At December 31, 2017, $62,616 was reclassified
from Convertible Notes Payable – Related Parties to Convertible Notes Payable as the lender is no longer a related party.
This reclassification had no impact on net loss, shareholders’ equity or cash flows as previously reported.
RECENT ACCOUNTING PRONOUNCEMENTS
Other than the adoption
of ASC 606 “Revenue from Contracts with Customers,” there are no new accounting pronouncements that became effective
during the year ended December 31, 2018 that materially affect the consolidated financial position of the Company or the results
of its’ operations. Accounting Standard Updates which are not effective until after December 31, 2018, including the pronouncements
discussed below, disclose the potential effects on the Company’s consolidated financial position and/or results of its’
operations and financial statement disclosures.
ASU 2018-05
In March 2018, the
Financial Accounting Standards Board issued Accounting Standards Update No. 2018-05:
"Income Taxes (Topic 805)”
to provide accounting and disclosure guidance on accounting for income taxes under generally accepted accounting principles
(“U.S. GAAP”). This guidance addresses the recognition of taxes payable or refundable for the current year and the
recognition of deferred tax liabilities and deferred tax assets for the future tax consequences of events that have been recognized
in an entity’s financial statements or tax returns. ASC Topic 740 also addresses the accounting for income taxes upon a
change in tax laws or tax rates. The income tax accounting effect of a change in tax laws or tax rates includes, for example,
adjusting (or re-measuring) deferred tax liabilities and deferred tax assets, as well as evaluating whether a valuation allowance
is needed for deferred tax assets. The Company has accounted for the changes related to the Tax Cuts and Jobs act passed by Congress
in 2017.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
ASU 2016-02
In February 2016,
the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-02: “Leases (Topic 842)” whereby
lessees will need to recognize almost all leases on their balance sheet as a right of use asset and a lease liability. This guidance
is effective for interim and annual reporting periods beginning after December 15, 2018. The Company expects this ASU will increase
its current assets and current liabilities but have no net material impact on its consolidated financial statements.
ASU 2018-07
In June 2018, the
Financial Accounting Standards Board issued Accounting Standards Update No. 2018-07: “Compensation -Stock Compensation (Topic
718)” which is meant to simplify and align the accounting for non-employee share-based payment transactions to the accounting
for share-based payments for employees. This guidance is effective for interim and annual reporting periods beginning after December
15, 2018. The Company expects adoption of this ASU will not have a material impact on its consolidated financial statements.
As reflected in the
accompanying consolidated financial statements for the years ended December 31, 2018 and 2017, the Company had net losses of $3,598,780
(which includes $349,072 of stock-based compensation expense) and $3,041,430 (which includes $430,084 of stock-based compensation
expense), respectively, and net cash used in operating activities of $712,456 and $3,437,312, respectively. Additionally, at December
31, 2018, the Company had a working capital deficit of $2,759,580, stockholders’ deficit of $2,480,679, and accumulated
deficit of $41,875,659. It is managements opinion that these factors raise substantial doubt about the Company’s ability
to continue as a going concern for a period of twelve months from the issuance date of this report.
The Company has incurred
significant losses from operations, and such losses are expected to continue. In addition, the Company has limited working
capital. In the upcoming months, Management's plans include seeking additional operating and working capital through a public
offering of its common stock and debt financings. There is no guarantee that additional capital or debt financing will be available
when and to the extent required, or that if available, it will be on terms acceptable to the Company. Further, the Company continues
to seek out sales contracts for new product sales that should provide additional revenues and, in the long term, gross profits.
Additionally, Envision intends to renegotiate the debt instruments that become due in 2019. All such actions and funds,
if successful, may or may not be sufficient to cover monthly operating expenses or meet minimum payments with respect to the Company’s
liabilities over the next twelve months or provide additional working capital. From January 1, 2018 through December 31, 2018,
the Company raised $290,000 from a private securities offering, borrowed a net $750,000 from a certain loan facility but additionally,
made payments on other debt facilities totaling $212,685.
The consolidated
financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts
or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
|
3.
|
ACCOUNTS RECEIVABLE, AND DEFERRED
REVENUE
|
Accounts Receivable
The Company
records accounts receivable as it bills its customers for products and services. The allowance for doubtful accounts is based
upon the Company’s policy (See Note 1). Accounts receivable throughout the year may decrease based on payments received,
credits for change orders, or back charges incurred.
At December 31, 2018
and 2017, accounts receivables were as follows:
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
Accounts receivable
|
|
$
|
1,290,702
|
|
|
$
|
5,946
|
|
Less: Allowance for doubtful accounts
|
|
|
–
|
|
|
|
–
|
|
Accounts receivable, Net
|
|
$
|
1,290,702
|
|
|
$
|
5,946
|
|
There was no bad debt
expense for either 2018 nor 2017.
Deferred Revenue
Deferred
revenues are deposits from customers for product sales which have not yet been delivered and multi period maintenance contracts
(See Note 1 and 16). Deferred revenue was $835,785 and $77,514 at December 31, 2018 and December 31, 2017, respectively.
|
4.
|
PREPAID EXPENSES AND OTHER
CURRENT ASSETS
|
Prepaid expenses and
other current assets are summarized as follows:
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
Prepaid insurance
|
|
$
|
29,524
|
|
|
$
|
25,402
|
|
Deposit on future raw material purchases
|
|
|
226,547
|
|
|
|
30,272
|
|
Total prepaid expenses and other current assets
|
|
$
|
256,071
|
|
|
$
|
55,674
|
|
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
Inventories
are stated at the lower of cost or net realizable value. Costs are determined using the first in- first out (FIFO) method. As
of December 31, 2018 and 2017, inventory consists of the following:
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Finished goods
|
|
$
|
–
|
|
|
$
|
1,716,141
|
|
Work in process
|
|
|
443,701
|
|
|
|
311,481
|
|
Raw materials
|
|
|
698,689
|
|
|
|
300,479
|
|
Inventory reserve
|
|
|
(11,424
|
)
|
|
|
(8,601
|
)
|
Inventory, net
|
|
$
|
1,130,966
|
|
|
$
|
2,319,500
|
|
|
6.
|
PROPERTY
AND EQUIPMENT
|
Property and equipment consists
of the following:
|
|
Est. Useful
Lives
|
|
December 31,
2018
|
|
|
December 31,
2017
|
|
Computer equipment and software
|
|
5 years
|
|
$
|
32,666
|
|
|
$
|
32,666
|
|
Furniture and fixtures
|
|
7 years
|
|
|
82,529
|
|
|
|
82,529
|
|
Office equipment
|
|
5 years
|
|
|
3,039
|
|
|
|
20,533
|
|
Machinery and equipment
|
|
1-5 years
|
|
|
305,337
|
|
|
|
341,583
|
|
Autos
|
|
3 years
|
|
|
49,238
|
|
|
|
49,238
|
|
Leasehold improvements
|
|
47 months
|
|
|
6,790
|
|
|
|
6,790
|
|
Total property and equipment
|
|
|
|
|
479,599
|
|
|
|
533,339
|
|
Less accumulated depreciation
|
|
|
|
|
(346,364
|
)
|
|
|
(307,227
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Property and Equipment, Net
|
|
|
|
$
|
133,235
|
|
|
$
|
226,112
|
|
Depreciation
expense for 2018 and 2017 was $60,106 and $68,820, respectively. In 2018 and 2017, respectively, approximately $22,200 and $22,000
of depreciation was capitalized into inventory as manufacturing overhead costs.
The major
components of accrued expenses are summarized as follows:
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
Accrued vacation
|
|
$
|
196,888
|
|
|
$
|
152,051
|
|
Accrued interest
|
|
|
239,838
|
|
|
|
175,953
|
|
Accrued rent
|
|
|
66,349
|
|
|
|
77,164
|
|
Accrued loss contingency
|
|
|
71,744
|
|
|
|
44,423
|
|
Other accrued expense
|
|
|
39,351
|
|
|
|
2,333
|
|
Total accrued expenses
|
|
$
|
614,170
|
|
|
$
|
451,924
|
|
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
|
8.
|
LINE OF CREDIT/TERM DEBT
– SILICON VALLEY BANK AND CONVERTIBLE LINE OF CREDIT
|
Line of Credit/Term
Debt – Silicon Valley Bank
In October
2015, the Company entered into a one year Loan and Security Agreement (the “LSA”) with Silicon Valley Bank (“Bank”),
pursuant to which the Bank agreed to provide the Company with a revolving line of credit in the aggregate principal amount of
$1,000,000, bearing interest at a floating per annum rate equal to the greater of three quarters of one percentage point (0.75%)
above the Prime Rate (as that term is defined in the LSA) or four percent (4.00%). The line of credit was secured by a second
priority perfected security interest in all of the assets of the Company in favor of the Bank.
The
LSA contained certain restrictions, subject to certain exceptions and qualifications, on the conduct of the Company and its subsidiary,
including, among other restrictions: incurring debt other than permitted indebtedness as defined, disposing of certain assets,
making investments, creating or suffering liens, completing certain mergers, consolidations and sales of assets, acquisitions,
declaring dividends to third parties, redeeming or prepaying other debt, and certain transactions with affiliates.
Under the
terms of the LSA, the Bank received a commitment fee of $2,500, reimbursement of Bank expenses for documentation of $10,000, and
a reimbursement of filing fees amounting to $1,836. These fees were recorded as Debt Issue Costs on the accompanying balance sheet
and were amortized over the one year term of the line of credit.
As of December
31, 2016, the term of the LSA was extended to January 28, 2017. Fees amounting to $2,400 relating to this extension were recorded
as Debt Issue Costs on the accompanying balance sheet and were amortized over the term of this extension.
As a condition
to the extension of credit to the Company under the LSA, Keshif Ventures, LLC (“Keshif”), a related party shareholder
with more than 10% of the outstanding stock of the Company, agreed to guarantee all of the Company’s obligations under the
LSA pursuant to a Master Unconditional Limited Guaranty between the Bank and Keshif (“Guaranty”). Keshif pledged cash
equivalent collateral to the Bank as security for the Guaranty. Keshif also agreed to subordinate to the Bank all of Company’s
indebtedness and other monetary obligations owing to Keshif pursuant to a Subordination Agreement (“Subordination Agreement”).
Pursuant to the terms of the SPA, for each six-month period from and after the six-month anniversary of October 29, 2015 (each,
a “Measurement Period”) that Keshif guarantees Borrower’s obligations under the LSA, Keshif will also receive
the number of additional shares of Envision’s common stock, rounded upward to the nearest whole number, equal to (a) two
and one half percent (2.5%) multiplied by the maximum outstanding principal amount of the LSA at any time during such Measurement
Period, such amount to be divided by (b) the twenty (20) day average closing price of the Company’s common stock, measured
for the twenty (20) consecutive trading days immediately prior to such Measurement Period, the quotient of which shall be multiplied
by (c) a fraction, the numerator of which is the number of calendar days during the Measurement Period which the Guaranty remained
in effect and the denominator of which is the number of calendar days in such Measurement Period. On April 29, 2017, the Company
issued 234,302 shares of its common stock valued at $0.15 per share, or $35,145, and expensed this over the six month Measurement
Period of the Guaranty. The Company recorded a gain on debt settlement of $2,355 on this transaction. Additionally, in September
2017, the Company issued 219,555 shares of its common stock valued at $0.15 per share, or $32,933 and expensed this over the final
Measurement Period of the Guaranty. The Company recorded a loss of $2,183 on this transaction (See Notes 14 and 18).
Additionally,
the Company issued a side letter to Keshif (the “Side Letter”), which in addition to confirming Keshif’s entitlement
to the Shares, provided certain contractual rights to Keshif in consideration for the Guaranty, including a covenant by the Company
to provide financial statements and other periodic reports to Keshif, an agreement to reimburse Keshif for payments made by Keshif
to the Bank in accordance with the Guaranty (“Reimbursement Obligation”), and the grant of a security interest, subordinated
to the Bank under the Subordination Agreement, to secure the Reimbursement Obligation. Keshif also had the right under the Side
Letter to invite one representative to attend all meetings of Envision’s Board of Directors and, in the event Envision was
unable to meet its obligations under the LSA, Keshif was to immediately become entitled to elect one member to Envision’s
Board of Directors.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
Effective
March 30, 2017, the Company entered into an additional amendment to the LSA with Silicon Valley Bank as it relates to this debt.
The amendment (i) extended the maturity date to March 1, 2020, (ii) increased the loan to an aggregate principal amount of $1,500,000,
and (iii) changed the payment terms requiring monthly interest only payments through December 2017, and starting January 1, 2018,
the Company was required to repay the balance outstanding in twenty-seven equal monthly principal payments in addition to the
monthly accrued interest. The additional $500,000 of debt was funded to the Company in April 2017. Related to this amendment,
the Company paid $9,655 of fees to the Bank. These fees were recorded as debt discount and netted against the loan balance and
amortized to interest expense over the term of the debt facility.
As of September
25, 2017, the Company paid off the LSA in full with the proceeds of the “Lender” note as discussed in Note 10, and
the Guaranty and all other contractual rights related to this debt facility were cancelled.
Convertible Line
of Credit
On September
18, 2017, in addition to a convertible “Lender” note (See Note 10), the Company entered into a revolving secured convertible
promissory note (the “Revolver”) with an unaffiliated lender (the “Lender”). Pursuant to the Revolver,
the Company has the right to make borrowings from the Lender in amounts of up to 70% of the value of any specific purchase order
(each a “PO”) received by the Company from a credit worthy customer (each a “Draw Down”), up to a maximum
of $3,000,000, commencing on the date of the Revolver and originally terminating 300 days after the date of the Revolver, but
subsequently extended through December 31, 2019. The Revolver bears simple interest at the floating rate per annum equal to the
12 month USD LIBOR index rate quoted from time to time in New York, New York by the Bloomberg Service plus 600 basis points (the
“Interest Rate”). The Interest Rate will be adjusted on the first day of each calendar month during the term of this
Note to reflect any changes in the 12 month LIBOR rate as quoted on that day, or if that day is not a business day, on the next
business day thereafter. The principal and accrued unpaid interest with respect to each Draw Down is due and payable within five
(5) business days of receipt from the Customer by the Company of a payment due under the applicable PO (with respect to each Draw
Down, the “Maturity Date”). Each Draw Down is secured by a perfected recorded second priority security interest in
all of the Company’s assets, as set forth in that certain Security Agreement by and between the Company and the Lender.
The Lender will have the right at any time until the Maturity Date of a Draw Down, provided the Lender gives the Company written
notice of the Lender’s election to convert prior to any prepayment of such Draw Down by the Company with respect to converting
that portion of such Draw Down covered by the prepayment, to convert all or any portion of the outstanding principal and accrued
unpaid interest (the “Conversion Amount”), into such number of fully paid and nonassessable shares of the Company’s
common stock as is determined by dividing the Conversion Amount by the greater of (i) fifteen cents ($0.15) or (ii) 75% of the
Volume Weighted Average Price of the Company’s common stock that is quoted on a public securities trading market (if more
than one, the one with the then highest trading volume), during the five (5) consecutive trading days immediately prior to the
date of the Lender’s written notice of the Lender’s election to convert.
As additional
consideration for any Draw Downs made by the Company as evidenced by the Revolver, the Company agreed to issue to the Lender common
stock purchase warrants exercisable for a period of three years from the date of issuance with an exercise price equal to the
greater of (i) $0.15 per share or (ii) 75% of the Volume Weighted Average Price of the Company’s common stock that is quoted
on a public securities trading market (if more than one, the one with the then highest trading volume), during the five (5) consecutive
trading days immediately prior to the date of the applicable Draw Down. The number of warrants issuable to the Lender will equal
25% of the increase over the highest dollar amount previously drawn down by the Company on the Revolver divided by the greater
of (i) fifteen cents ($0.15) or (ii) 75% of the Volume Weighted Average Price of the Company’s common stock that is quoted
on a public securities trading market (if more than one, the one with the then highest trading volume), during the five (5) consecutive
trading days immediately prior to the date of the applicable Draw Down which causes the increase over the previous highest amount
borrowed.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
The Company
received funds for an initial Draw Down on September 26, 2017 in the amount of $850,000. As a result of this Draw Down, the Company
issued 1,416,667 common stock purchase warrants having a value of $122,992 using the Black-Scholes valuation methodology, and
each with a $0.15 exercise price and three year term (See Note 15). As a result of this transaction and including the relative
fair value of the issued warrants, the Company recorded $243,223 of value of beneficial conversion features and warrants, which
was recorded as debt discount on the accompanying consolidated balance sheet and was amortized to interest expense over the term
of the Draw Down. This Draw Down was paid back to the Lender during the three month period ended March 31, 2018.
The Company
received funds for a second Draw Down on October 24, 2017 in the amount of $300,000. As a result of this Draw Down, the Company
issued 500,000 common stock purchase warrants having a value of $56,620 using the Black-Scholes valuation methodology, and each
with a $0.15 exercise price and three year term (See Note 15). As a result of this transaction and including the relative fair
value of the issued warrants, the Company recorded $175,261 of value of beneficial conversion features and warrants, which was
recorded as debt discount on the accompanying consolidated balance sheet and was amortized to interest expense over the term of
the Draw Down. This Draw Down was paid back to the Lender during the three month period ended March 31, 2018.
As of December
31, 2017, the convertible line of credit had a balance, net of a $226,768 debt discount, amounting to $923,232.
The Company
received funds for a third Draw Down on February 20, 2018 in the amount of $290,000. As a result of this Draw Down, the Company
issued 407,784 common stock purchase warrants having a fair value of $61,282 using the Black-Scholes valuation methodology, and
each with a $0.1778 exercise price and three year term (See Note 15). As a result of this transaction, the Company recorded $212,420
of debt discount consisting of the relative fair value of warrants of $50,591 and a beneficial conversion feature value of $161,829
which was amortized to interest expense over the term of the Draw Down. This drawn down was paid back to the Lender during the
three month period ended June 30, 2018.
During the
year ended December 31, 2018, the Company received other funds on drawdowns totaling $1,513,013 and paid back drawdowns amounting
to $553,013. No warrants were owed on these drawdowns.
As of December
31, 2018, the convertible line of credit had a principal balance outstanding amounting to $960,000 with accrued interest amounting
to $12,909 which is included in accrued expenses (See Note 7).
|
9.
|
CONVERTIBLE NOTE PAYABLE –
RELATED PARTY
|
On October
18, 2016, the Company entered into a five year employment agreement, effective as of January 1, 2016, with Mr. Desmond Wheatley,
the Chief Executive Officer, President, and Chairman of the Company (the “Agreement”). Pursuant to the Agreement,
Mr. Wheatley will receive an annual deferred salary of $50,000 which Mr. Wheatley would have deferred until such time as Mr. Wheatley
and the Board of Directors agreed that payment of the deferred salary and/or cessation of the deferral was appropriate. In certain
circumstances upon the Company achieving specified milestones, which are described in the Agreement, Mr. Wheatley could have demanded
payment of all or any portion of the deferred amount, and the Company must comply with such demand. In August 2018 this agreement
was amended to where his salary shall defer until the earliest to occur of the following: (i) a permissable event specified in
Section 409A of the Code, or (ii) December 31, 2020, or (iii) an event specified in Section 8.1(a) or 8.1(b) of the Agreement.
In the case of a cessation of the deferral, the Company’s Board of Directors may unilaterally affect such a result by a
resolution duly adopted by it without the agreement or participation of the Employee and with Employee recusing himself from the
vote. Employee will be paid all of the deferred amount upon the occurrence of (a) if and when the Company experiences a “change
of control” whereby more than 50% of the outstanding equity of the Company changes ownership in a single transaction or
series of related transactions, or otherwise as defined in Section 15.6 of the Original Agreement, (b) a sale of all or substantially
all of the assets of the Company, (c) a permissible event specified in Section 409A of the Code, or (d) on December 31, 2020.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
All deferred
amounts are evidenced by an unsecured convertible promissory note payable by the Company to Mr. Wheatley amended and signed in
October 2018, bearing simple interest at the rate of 10% per annum, accruing until paid, convertible into shares of the Company’s
common stock at $0.15 per share at any time in whole or in part at Mr. Wheatley’s discretion. As the conversion price was
equivalent to the fair value of the common stock at various salary deferral dates prior to June 30, 2018, there was no beneficial
conversion feature to this note through this date. Subsequent to June 30, 2018 and through December 31, 2018, and based on the
average daily closing price of Our common stock, the Company recorded $8,672 of debt discount for the beneficial conversion feature
value which is being amortized to interest expense over the term of the note. Additionally, on March 29, 2017 the board of directors
granted Mr. Wheatley a $35,000 bonus for which Mr. Wheatley agreed to defer such bonus under the same terms of his salary deferral.
The balance of the note as of December 31, 2017 is $135,000. The balance of the note as of December 31, 2018, is $177,251, net
of debt discount amounting to $7,749, with accrued and unpaid interest amounting to $28,220 which is included in accrued expenses
(See Notes 7 and 18). This Note is classified as short term as of December 31, 2017 and long term as of December 31, 2018 on the
accompanying consolidated balance sheet as a result of the August 2018 amendment changing the due date to December 1, 2020.
|
10.
|
CONVERTIBLE
NOTES PAYABLE AND FAIR VALUE MEASUREMENTS
|
As of December
31, 2017, the following summarizes amounts owed under convertible notes payable:
|
|
Amount
|
|
|
Discount
|
|
|
Convertible Notes Payable, net of discount
|
|
Evey Note
|
|
$
|
62,616
|
|
|
$
|
–
|
|
|
$
|
62,616
|
|
Pegasus Note
|
|
|
100,000
|
|
|
|
–
|
|
|
|
100,000
|
|
“Lender” Note
|
|
|
1,500,000
|
|
|
|
175,668
|
|
|
|
1,324,332
|
|
|
|
$
|
1,662,616
|
|
|
$
|
175,668
|
|
|
$
|
1,486,948
|
|
As of December
31, 2018, the following summarizes amounts owed under convertible notes payable:
|
|
Amount
|
|
|
Unamortized Discount
|
|
|
Convertible Notes
Payable, net of discount
|
|
Evey Note
|
|
$
|
50,616
|
|
|
$
|
15,480
|
|
|
$
|
35,136
|
|
“Lender” Note
|
|
|
1,500,000
|
|
|
|
430,901
|
|
|
|
1,069,099
|
|
Convertible Notes Payable - Current Portion
|
|
$
|
1,550,616
|
|
|
$
|
446,381
|
|
|
$
|
1,104,235
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pegasus Note
|
|
$
|
100,000
|
|
|
$
|
–
|
|
|
$
|
100,000
|
|
Convertible Notes Payable - Long Term Portion
|
|
$
|
100,000
|
|
|
$
|
–
|
|
|
$
|
100,000
|
|
Gemini Third Amended
and Restated Secured Bridge Note – Current Group
At the end
of 2010, the Company had a series of outstanding convertible notes to Gemini Master Fund, Ltd. which were due December 31, 2011.
These notes bore interest at a rate of 12% per annum and, with the exception of one note, had a conversion feature whereby, the
lender, at its option, may at any time convert this loan into common stock at $0.25 per share. Interest under these notes is due
on the first business day of each calendar quarter, however, upon three days advance notice, the Company may elect to add such
interest to the note principal balance effectively making the interest due at note maturity. The note was secured by substantially
all assets of the Company and its subsidiary, and was unconditionally guaranteed by the subsidiary.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
Through
a series of amendments, the Company modified the terms of all notes so that the terms of these notes became equivalent. Further,
the interest rates were reduced to 10%; the conversion prices were reduced $0.15; the beneficial holder ceiling was increased
to 9.9% and the terms were extended to June 30, 2015.
In June
2015, Gemini sold a 70.0066819% stake in its’ note to Robert Noble, our past Chairman, in a private transaction. The Company
issued two replacement notes for their respective ownership values based on this transaction with the Noble note having a balance
of $600,000 and the Gemini note having a balance of $256,325. Each note has the same terms and conditions as existed prior to
this transaction and as discussed above. There were no accounting effects for this transaction.
In September
2015, the Company made a payment to pay off the balance of the Gemini note and its accrued interest.
In regards
to the then remaining note, Robert Noble agreed to an extension to March 31, 2016. Additionally, during 2015, the Company made
a $100,000 payment to Mr. Noble to pay down the accrued interest on this note.
Effective
January 20, 2016, Mr. Noble entered into a Purchase Option Agreement with Greencore Capital LLC (“GreenCore”), a firm
affiliated with Jay S. Potter, a former director of the Company (the “Optionee”), pursuant to which the Optionee has
the right to purchase or arrange for the purchase of the Note from Mr. Noble and all of Mr. Noble’s shares in the Company
(the “Option”), at any time prior to March 31, 2016, which date was subsequently extended. The Company had consented
to the original Purchase Option Agreement.
During the
fourth quarter of 2016, the Company was notified that a transaction, or series of transactions, arranged by GreenCore, had officially
closed whereas the convertible note and the “Noble” shares were ultimately obtained by a group of various shareholders,
some of which were related parties to the Company.
Effective
as of February 15, 2017, the Company received conversion notices from all the then current note holders effecting the conversion
of the entire principal balance of the note amounting to $600,000 and accrued and unpaid interest, as of February 15, 2017, amounting
to $104,709. The Company issued 4,698,060 shares of common stock at the contracted conversion price of $0.15 per share, to retire
the entirety of this convertible note (See Notes 14 and 18).
At December
31, 2017, there is no outstanding balance owed for this convertible note.
Evey Note
Prior to
fiscal 2011, the Company was advanced monies by John Evey, our former director, and executed a 10% convertible promissory note
with compounding interest which was convertible into shares of common stock at $0.33 per share. There was no beneficial conversion
feature at the note date and this note is subordinate to the then existing notes. Through a series of amendments from the original
due date, the conversion price of the convertible note was reduced to $0.20 and the maturity date was extended to December 31,
2017.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
Effective
June 27, 2018, the Company entered into a further extension agreement to extend the maturity date of this note to July 1, 2019.
Additionally, Mr. Evey agreed not to offer for sale, issue, sell, contract to sell, or otherwise dispose of any of our common
stock or securities convertible into common stock on or before December 31, 2018 and not to offer for sale, issue, sell, contract
to sell, pledge, or otherwise dispose of any of our common stock issuable upon the conversion of the note, on or before July 1,
2019. There were no additional fees or discounts associated with this extension. This modification was treated as an extinguishment
as the change in fair value of the embedded conversion option just before and just after the modification was more than 10% of
the carrying amount of the note. The Company recorded debt discount amounting to $30,960 for the value of the beneficial conversion
feature and is amortizing this to interest expense over the remaining term of the loan.
For the
year ended December 31, 2018, in lieu of interest payments, the Company made principal payments totaling $12,000. As of December
31, 2018, this note has a balance, net of $15,480 of discount, amounting to $35,136 with accrued interest amounting to $73,382
which is included in accrued expenses (See Note 7). The note continues to bear interest at a rate of 10%
.
Pegasus Note
On December
19, 2009, the Company entered into a convertible promissory note for $100,000 to a new landlord in lieu of paying rent for one
year for new office space. The interest is 10% per annum with the note principal and interest originally due December 18, 2010.
However, if the Company receives greater than $1,000,000 of proceeds from debt or equity financing, 25% of the amount in excess
of $1,000,000 shall be used to pay down the note. This note is subordinate to all existing senior indebtedness of the Company.
This note is convertible at $0.33 per share and had no beneficial conversion feature at the note date.
Through
a series of amendments, the term of the note was extended until December 31, 2016, and waived, through December 31, 2015, the
requirement to pay down the note with financing proceeds received by the Company.
Effective
June 13, 2018, the Company entered into a further amendment to extend the maturity date of this note to December 31, 2019 and
waive the past requirements to pay the note with financing proceeds received by the Company. Additionally, the note holders agreed
not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible
into common stock, before December 31, 2019. There were no additional fees or discounts associated with this amendment. This modification
was treated as an extinguishment as the change in fair value of the embedded conversion option just before and just after the
modification was more than 10% of the carrying amount of the note. The market price of the Company’s stock was below the
conversion price at the time of the modification, therefore no beneficial conversion feature needed to be recorded.
As of December
31, 2018, the note had a balance of $100,000 with accrued and unpaid interest amounting to $90,137 which is included in accrued
expenses (See Note 7).
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
“Lender”
Note
On September
18, 2017, in addition to entering into a revolving convertible line of credit (See Note 8), the Company also entered into a $1,500,000
secured convertible promissory note with the same unaffiliated lender (the “Lender”). The proceeds from this funding
were used to pay off the Line of Credit/Term Debt – Silicon Valley Bank (See Note 8). This Note bears simple interest at
the floating rate per annum equal to the 12 month USD LIBOR index rate quoted from time to time in New York, New York by the Bloomberg
Service plus 400 basis points (the “Interest Rate”). The Interest Rate will be adjusted on the first day of each calendar
month during the term of the Note to reflect any changes in the 12 month LIBOR rate as quoted at on that day, or if that day is
not a business day, on the next business day thereafter. Interest will only accrue on outstanding principal. Accrued unpaid interest
is payable monthly on the first calendar day of each month for interest accrued during the previous month, with all outstanding
principal and accrued unpaid interest originally payable in full on or before September 17, 2018 to the extent not converted into
shares of the Company’s common stock. This note was initially amended to be payable in full by December 1, 2018 but the
Company did not make the December 1, 2018 principal payment which non payment was a defined event of default. In March 2019, but
effective December 1, 2018, the Company entered into second amendment to extend the term of the note to be payable in full by
the earlier of (i) June 30, 2019 or (ii) the closing of the public offering by borrower. This modification was treated as a debt
extinguishment as the change in fair value of the embedded conversion option just before and just after the modification was more
than 10% of the carrying amount of the note. The Company recorded debt discount amounting to $472,718 for the value of the beneficial
conversion feature and is amortizing this to interest expense over the remaining term of the note. Additionally, the Company paid
$30,000 of lender fees which were also recorded as debt discount and are also being amortized to interest expense over the term
of the note. The Note is secured by a perfected recorded first priority security interest in all of the Company’s assets,
as set forth in a certain Security Agreement by and between the Company and the Lender, dated September 18, 2017. At any time
until the Maturity Date, and provided Lender gives the Company written notice of Lender’s election to convert prior to any
prepayment of this Note by the Company with respect to converting that portion of this Note covered by the prepayment, the Lender
has the right to convert all or any portion of the outstanding principal and accrued interest (the “Conversion Amount”),
into such number of fully paid and nonassessable shares of the Company’s common stock as is determined by dividing the Conversion
Amount by the greater of (i) fifteen cents ($0.15) or (ii) 75% of the Volume Weighted Average Price of the Company’s common
stock that is quoted on a public securities trading market (if more than one, the one with the then highest trading volume), during
the five (5) consecutive trading days immediately prior to the date of the Lender’s written notice of its election to convert.
As additional
consideration for the loan evidenced by the Note, the Company agreed to issue to the Lender common stock purchase warrants exercisable
for a period of three years from the date of issuance with an exercise price equal to $0.15 per share. The number of warrants
issuable to the Lender is equal to 25% of the loan Amount divided by fifteen cents ($0.15). As of September 18, 2017, the Company
issued 2,500,000 common stock purchase warrants under this provision having a fair value of $187,142 using the Black-Scholes valuation
methodology, and each with a $0.15 exercise price. As a result of this transaction, the Company recorded $232,768 of debt discount
consisting of the relative fair value of the warrants of $166,384 and a beneficial conversion feature of $66,384, which was amortized
to interest expense over the original term of the note (See Note 15).
During any
time when the Note is outstanding, or when the Lender holds any Company stock, or any warrants to acquire Company stock where
the combination of both could result in the Lender owning stock with a current value of one million dollars or greater, in the
Company, the Lender will have certain review and consulting rights as described in the Note.
As of December
31, 2018, the convertible note had a balance, net of $430,901 of discount, amounting to $1,069,099 with accrued and unpaid interest
amounting to $9,094 which is included in accrued expenses (See Note 7).
Fair
Value Measurements – Derivative Liability – relating to the Gemini Third Amended and Restated Secured Bridge Note
– Current Group discussed above
The accounting
guidance for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding
fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would
be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants
on the measurement date. The accounting guidance established a fair value hierarchy which requires an entity to maximize
the use of observable inputs, where available. This hierarchy prioritizes the inputs into three broad levels as follows. Level
1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs
are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability,
either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level
3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. An
asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant
to the fair value measurement.
As a result
of the February 2017 conversion discussed above, there was no embedded conversion option liability as of December 31, 2017.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
The following
is a summary of activity of Level 3 liabilities for the periods ended December 31, 2017:
Balance at December 31, 2016
|
|
$
|
107,081
|
|
Gain on debt extinguishment
|
|
|
(107,081
|
)
|
Balance at December 31, 2017
|
|
$
|
–
|
|
Changes
in fair value of the embedded conversion option liability are included in other income (expense) in the accompanying consolidated
statements of operations.
Gemini Special
Opportunities Fund, LP
On August
27, 2018, the Company entered into an unsecured promissory note (the “Note”) in the amount of $750,000 (the “Principal
Amount”) with Gemini Special Opportunities Fund, LP (the “Lender”). The Note bears simple interest at an annual
rate of 10% and is subject to a Securities Purchase Agreement, dated August 27, 2018. This Note is due and payable on February
28, 2019 (the “Maturity Date”) (See Note 19). The Company may prepay the Note, provided if the Company repaid the
Note on or prior to November 28, 2018, the Company shall pay 105% of the Principal Amount plus accrued interest, and if the Company
repays the Note after November 28, 2018, including repayment on the Maturity Date, the Company shall pay 115% of the Principal
Amount plus accrued interest. During the year ending December 31, 2018, the Company recorded an increase in the Note Payable balance
of $112,500 with offsetting debt discount related to this repayment premium which is being amortized to interest expense over
the term of the note. Additionally, the Company paid $5,000 of lender fees which were also recorded as debt discount and are also
being amortized to interest expense over the term of the note.
As additional
consideration for the loan evidenced by the Note, the Company issued to the Lender 900,000 common stock purchase warrants exercisable
for a period of five years from the date of issuance with an exercise price equal to $0.25 per share. These warrants had a fair
value of $115,521 using the Black-Sholes valuation methodology. As a result of this transaction, the Company recorded $100,102
of debt discount consisting of the relative fair value of the warrants which is being amortized to interest expense over the term
of the note (See Note 15).
As of December
31, 2018, this note has a balance, net of $74,315 of unamortized discount, amounting to $788,185 with accrued interest amounting
to $26,096 which is included in accrued expenses (See Note 7).
Vendor Note Payable
On June
1, 2010, the Company entered into a Promissory Note with one of its vendors in exchange for the vendor cancelling its open invoices
to the Company. Total outstanding payables recorded by the Company at the time of settlement were $179,702. The note amount was
for $160,633 and bears interest at 10%. The note can be converted only at the option of the Company, at any time, into common
stock with an original conversion price of $0.33 per share. During 2011, 2012 and 2013, the company made partial conversions of
this note. Further, through a series of amendments, the note was extended to December 31, 2014 and the conversion price of the
note was reduced to $0.20 per share of common stock.
Through
a series of amendments, the maturity date of the note was extended through June 30, 2016. There were no accounting effects for
these amendments.
In December
2017 the Company made a $40,000 settlement payment to pay off this note, and all accrued interest, in full. The Company recorded
a gain on debt settlement of $25,352 related to this transaction.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
In October
2015, the Company purchased a new vehicle and financed the purchase through a dealer auto loan. The loan has a term of 60 months,
requires minimum monthly payments of approximately $950, and bears interest at a rate of 5.99 percent. As of December 31, 2017,
the loan has a short-term portion of $9,862 and a long-term portion of $20,620. As of December 31, 2018, the loan has a short-term
portion of $10,520 and a long-term portion of $9,277.
|
13.
|
COMMITMENTS
AND CONTINGENCIES
|
Leases:
In August
2016, the Company entered into a sublease for its current corporate headquarters and manufacturing facility. The sublease expires
in August 2020 which is the same term of the master lease for which the Company is the subtenant. As part of the sublease, the
Company provided a $146,091 deposit to the landlord which will be reduced in months nineteen and thirty-one of the sublease, as
defined, in lieu of rent payments. At the end of the lease period, $50,619 of the deposit will remain as security for the surrender
of the premises.
Future annual
minimum lease payments related to our facility lease are as follows:
2019
|
|
$
|
543,180
|
|
2020
|
|
|
404,952
|
|
Total
|
|
$
|
948,132
|
|
Administrative
rent expense was $111,655 for each of the years ended December 31, 2018 and 2017, respectively. Further, for each of the years
ended December 31, 2018 and 2017, $446,618 of rent was capitalized into inventory as manufacturing overhead costs.
Additionally,
at December 31, 2018 the Company owed two month’s rent totaling $97,344 which is recorded in Accounts Payable in the accompanying
balance sheet.
As of December
31, 2018, there are no other lease agreements with non-cancelable terms in excess of one year.
Legal Matters:
From time
to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As
of December 31, 2018, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect
on the results of our operations.
Other Commitments:
The Company
enters into various contracts or agreements in the normal course of business whereby such contracts or agreements may contain
commitments. During 2018 and 2017, the Company has agreements to act as a reseller for certain vendors; sales agent agreements
whereby sales agents would receive a fee equal to a percentage of revenues generated by the agent; business development agreements
and strategic alliance agreements where both parties have agreed to cooperate and provide business opportunities to each other;
agreements with vendors where the vendor may provide marketing, public relations, technical consulting or subcontractor services
and financial advisory agreements where the financial advisor would receive a fee and/or commission for advising and raising capital
for the Company. All expenses and liabilities relating to such contracts were recorded in accordance with generally accepted accounting
principles during the periods. Although such agreements increase the risk of legal actions against the Company for potential non-compliance,
other than sales agent agreements and revenue generating sales contracts, there are no firm commitments in such agreements as
of December 31, 2018.
The Company
enters into various other agreements with third party vendors who will provide services and/or products to the Company. Such vendor
agreements may call for a deposit along with certain other payments based on the delivery of goods or services.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
Shares
Issued
Issuances
of the Company’s common stock during the years ended December 31, 2018 and 2017, respectively, are as follows:
2018
Stock Issued in Cash Sales
During the
year ended December 31, 2018 pursuant to private placements, the Company issued 1,933,333 shares of common stock for cash with
a per share price of $0.15 per share or $290,000 and the Company incurred $12,000 of capital raising fees that were paid in cash
and charged to additional paid-in capital. Additionally, 50,000 common stock purchase warrants were issued as offering costs to
the placement agents (see Note 15).
Stock Issued for
Director Services
During the
year ended December 31, 2018, the Company released and issued a total of 625,000 vested shares of common stock (related to previous
years grants to each of three directors of 750,000 shares which vest on a pro rata basis over a three year period), with a per
share fair value of $0.15, or $93,750 (based on the market price at the time of the agreement), to three directors for their service
as defined in their respective Restricted Stock Grant Agreements. The $93,750 was expensed during the year ended December 31,
2018 (See Note 18).
Effective
March 27, 2018, based on authorization initially approved by the Board of Directors on December 19, 2017, and confirmed by resolutions
adopted by the Board on March 27, 2018, the Company granted a total of 750,000 shares of common stock with a per share value of
$0.15 per share (based on the market price at the time of the agreement), or $112,500, to three directors for performance of their
duties. These shares are being issued from a pool of 750,000 shares of common stock for each director of previously authorized
restricted stock grant awards for performance that are awarded if specific performance criteria are achieved or the Board authorizes
their award and vesting by specific resolutions (See Note 18). These shares were immediately expensed.
On July
19, 2018, Mr. Jay S. Potter resigned as a director of Envision Solar International, and the Company accepted Mr. Potter’s
resignation effective on the same date. In recognition of Mr. Potter’s long and valuable service to the Company, the Board
of Directors authorized the immediate vesting and issuance to Mr. Potter of the balance of the nonperformance restricted stock
award scheduled to be issued to him through December 31, 2018. As such, the Company released and issued a total of 125,000 vested
shares of common stock with a per share fair value of $0.15, or $18,750 (based on the market price at the time of the agreement),
which was expensed on July 19, 2018 (See Note 18).
On August
22, 2018, Mr. Robert C. Schweitzer accepted an appointment as a new director of the Company effective August 22, 2018. Mr. Schweitzer
is an independent director who has also accepted an appointment to serve as the chairman of the Company’s audit committee.
In consideration for Mr. Schweitzer’s acceptance to serve as a director of the Company, the Company agreed to grant 1,500,000
restricted shares of its common stock to him, subject to the terms and conditions set forth in the Restricted Stock Grant Agreement,
including but not limited to the following vesting schedule: 62,500 shares per quarter, prorata, over a 36 month period commencing
on September 30, 2018, issuable quarterly on the last day of each calendar quarter; provided, that the first release will be of
62,500 shares on December 31, 2018 and the last release will be of 62,500 shares on September 30, 2021; and 750,000 shares based
on the achievement by the Company of certain performance goals in accordance with the Agreement
.
During the year ended December 31, 2018, the Company released and issued a total of 62,500 vested shares of common stock
to Mr. Schweitzer with a per share fair value of $0.20, or $12,500 (based on the market price at the time of the agreement), for
his service as defined in his respective Restricted Stock Grant Agreement. The $12,500 was expensed during the year ended December
31, 2018 (See Note 18).
As of December
31, 2018, there were unreleased shares of common stock representing $512,500 of unrecognized restricted stock grant expense related
to the Restricted Stock Grant Agreements for our Directors.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
2017
Stock Issued in Cash Sales
During the
year ended December 31, 2017 pursuant to private placements, the Company issued 15,633,327 shares of common stock for cash with
a per share price of $0.15 per share or $2,345,000 and the Company incurred $53,600 of capital raising fees that were paid in
cash and charged to additional paid-in capital. Additionally, as of December 31, 2017, related to the Company’s private
placement, the company was obligated to issue 223,337 common stock purchase warrants to the placement agents which were issued
in 2018 upon the closing of the offering. There was no financial statement accounting effect for the issuance of these warrants
as their fair value was charged to Additional Paid-in-Capital as an offering cost and offset by a credit to Additional Paid-in-Capital
for their fair value when recording the issuance of these warrants (see Note 15).
Stock Issued for Loan
Conversion
During the
year ended December 31, 2017, and effective as of February 15, 2017, the Company issued 4,698,060 shares of common stock at the
contracted conversion price of $0.15 per share, or $704,709 effecting the conversion of the entire principal balance of the note
amounting to $600,000 and accrued and unpaid interest, as of February 15, 2017, amounting to $104,709 (See Note 10).
Stock Issued for Services
During the
year ended December 31, 2017, as payment for professional services provided, the Company issued 15,000 shares of the Company’s
common stock with a per share fair value of $0.15 (based on contemporaneous cash sales prices) or $2,250. These shares were fully
earned, and were expensed, upon issuance.
Stock Issued for Services
– Related Party
For
professional services provided per the terms of a consulting agreement with GreenCore Capital LLC (“GreenCore”), and
during the year ended December 31, 2017, the Company issued 180,000 shares of the Company’s common stock with a per share
fair value of $0.15 (based on contemporaneous cash sales prices)
or
$27,000.
Jay Potter, our director, is the managing member of GreenCore and the individual performing the services. (See Note 18)
Stock Issued for Director
Services
As of December
31, 2016, the board approved a modified compensation program, effective January 1, 2017, for all non-executive directors where
each director would receive 750,000 restricted shares of common stock, pursuant to a restricted stock grant agreement (“New
Program RSA”) with vesting 62,500 per quarter over a 36 month period commencing on March 31, 2017 or upon the date for which
a new director is named, issuable on the last day of each calendar quarter so long as such director serves as a director of the
Company at that time. Each director that had a previous agreement agreed to terminate their rights to any previously issued shares
and cancel such previous agreements. As such, the Company granted 2,250,000 shares to directors on January 1, 2017 having a total
value of $337,500. The Company intended to grant up to an additional 750,000 shares of its common stock to each director based
on their achieving certain performance criteria to be agreed upon by the Board of Directors after discussion with senior management.
During the
year ended December 31, 2017, the Company released 750,000 shares of common stock with a per share fair value of $0.15, or $112,500
(based on the market price at the time of the agreements), to three directors for their service as defined in their respective
restricted stock grant agreements. The payments were expensed at issuance (See Note 18).
The total
unrecognized restricted stock grant expense related to the Restricted Stock Agreements of our directors amounted to $562,500 at
December 31, 2017.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
Stock Issued for Loan
Guaranty
During the
year ended December 31, 2017, and in consideration for the continued Guaranty of the Company’s obligations extended under
a now terminated line of credit, the Company issued 453,857 shares of its common stock, with a per share value of $0.15 (based
on contemporaneous cash sales prices) or $68,078 to Keshif Ventures LLC, a related party, pursuant to a stock purchase agreement.
These shares were expensed to interest expense over the term of the Guaranty period. The Company recorded a gain on debt settlement
of $172 related to this transaction (See Note 8).
Nonvested Shares
A summary of activity of the nonvested shares
as of December 31, 2017 and 2018 is as follows:
|
|
Nonvested
Shares
|
|
Weighted-Average
Grant-Date Fair Value
|
Nonvested at December 31, 2017
|
|
3,750,000
|
|
$0.15
|
Granted
|
|
1,500,000
|
|
$0.20
|
Vested
|
|
(1,562,500)
|
|
$0.15
|
Forfeited
|
|
(750,000)
|
|
$0.15
|
Nonvested at December 31, 2018
|
|
2,937,500
|
|
$0.17
|
|
15.
|
STOCK OPTIONS AND WARRANTS
|
On August
10, 2011, the Company’s Board of Directors approved and caused the Company to adopt the Envision Solar International, Inc.
2011 Stock Incentive Plan (the “Plan”), which authorizes the issuance of up to 31,500,000 shares of the Company’s
common stock pursuant to the exercise of stock options or other awards granted under the Plan.
In 2008,
the Board approved the 2008 equity Incentive Plan, which authorizes 6,108,571 shares under the plan. Exercise rights may not expire
more than three months after the date of termination of the employee but may expire in less time as stipulated in the individual
grant notice. For disability or death, the optionee or estate will generally have up to twelve months to exercise their options.
For certain options the Company may have rights of first refusal for a stipulated period of time, under a separate stock restriction
agreement, whereby if the holder exercise the options and then desires to sell the underlying shares, the Company has the right
to repurchase such shares at a price to which the holder has agreed to sell them to a third party.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
Stock Options
The Company
follows the provisions of ASC Topic 718, “Compensation – Stock Compensation.” ASC Topic 718 establishes standards
surrounding the accounting for transactions in which an entity exchanges its equity instruments for goods or services. ASC Topic
718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions,
such as options issued under the Company’s Stock Option Plans. The Company’s stock option compensation expense was
$111,572 and $220,084 for the years ended December 31, 2018 and 2017, respectively, and there was $6,638 of total unrecognized
compensation cost related to unvested options granted under the Company’s options plans as of December 31, 2018. This
stock option expense will be recognized through December 2019.
The fair
value of each option is estimated on the date of grant using the Black-Scholes option-pricing model. This model incorporates certain
assumptions for inputs including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected
option life and expected volatility in the market value of the underlying common stock.
From January
1, 2017 through December 31, 2017, the Company issued 645,000 stock options under the plans with a total valuation of $61,632.
All of these options have a 10 year term.
From January
1, 2018 through December 31, 2018, the Company issued 707,500 stock options under the plans with a total valuation of $94,204.
All of these options have a 10 year term.
We used
the following assumptions for options granted in fiscal 2018 and 2017:
|
2018
|
2017
|
Expected volatility
|
82.40%
|
81.05%
|
Expected term
|
5 Years
|
5 Years
|
Risk-free interest rate
|
2.59%
|
1.5%
|
Expected dividend yield
|
None
|
None
|
The Black-Scholes
option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including
the expected stock price volatility. Because the Company’s stock options and warrants have characteristics different from
those of its traded stock, and because changes in the subjective input assumptions can materially affect the fair value estimate,
in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of such
stock options. The risk free interest rate is based upon quoted market yields for United States Treasury debt securities with
a term similar to the expected term. The expected dividend yield is based upon the Company’s history of having never issued
a dividend and management’s current expectation of future action surrounding dividends. Expected volatility was based on
historical data for the trading of our stock on the open market. The expected lives for such grants were based on the simplified
method for employees and directors.
All options
qualify as equity pursuant to ASC 815-40-25, “Contracts in Entity’s Own Equity.”
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
Option activity
for the years ended December 31, 2018 and 2017 under the 2008 and 2011 Plans are as follows:
|
|
Number of Options
|
|
|
Weighted
Average
Exercise
Price
|
|
Outstanding at December 31, 2016
|
|
|
19,917,007
|
|
|
$
|
0.25
|
|
Granted
|
|
|
645,000
|
|
|
|
0.16
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
Forfeited
|
|
|
(1,095,000
|
)
|
|
|
0.19
|
|
Expired
|
|
|
(4,250,343
|
)
|
|
|
0.33
|
|
Outstanding at December 31, 2017
|
|
|
15,216,664
|
|
|
$
|
0.23
|
|
Granted
|
|
|
707,500
|
|
|
|
0.20
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
Forfeited
|
|
|
(1,015,000
|
)
|
|
|
0.19
|
|
Expired
|
|
|
(88,575
|
)
|
|
|
0.63
|
|
Outstanding at December 31, 2018
|
|
|
14,820,589
|
|
|
$
|
0.23
|
|
Exercisable at December 31, 2018
|
|
|
14,674,758
|
|
|
$
|
0.23
|
|
Weighted average grant date fair value
|
|
|
|
|
|
$
|
0.13
|
|
The following
table summarizes information about employee stock options outstanding at December 31, 2018:
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
Range of
Exercise Price
|
|
Number
Outstanding at
December
31, 2018
|
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
|
|
Aggregate
Intrinsic
Value
|
|
|
Number
Exercisable
at
December
31, 2018
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Aggregate
Intrinsic
Value
|
|
$0.13-0.33
|
|
|
14,820,589
|
|
|
4.75 Years
|
|
$
|
0.23
|
|
|
$
|
–
|
|
|
|
14,674,758
|
|
|
$
|
0.23
|
|
|
$
|
–
|
|
|
|
|
14,820,589
|
|
|
4.75 Years
|
|
$
|
0.23
|
|
|
$
|
–
|
|
|
|
14,674,758
|
|
|
$
|
0.23
|
|
|
$
|
–
|
|
As the Company’s
stock price was lower than the weighted average exercise price at December 31, 2018, there is no aggregate intrinsic value of
the options.
Options
exercisable have a weighted average remaining contractual life of 4.73 years as of December 31, 2018.
The weighted
average grant date fair value of options granted in 2018 and 2017 was $0.13 and $0.10 respectively.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
Warrants
2018
For the
year ended December 31, 2018, as a part of the Company’s private placement, the Company issued 273,333 warrants to the placement
agents (See Note 14). These warrants, valued at $26,206, are exercisable for 5 years at an exercise price of $0.15 per share.
The Company estimated the fair value of the warrants utilizing the Black-Scholes pricing model. The assumptions used in the valuation
of these warrants include volatility of 79.39%, expected dividends of 0.0%, a discount rate of 1.50%, and expected term of 5 years.
There was no financial statement accounting effect for the issuance of these warrants as their fair value has been charged to
Additional Paid-in-Capital as an offering cost and was offset by a credit to Additional Paid-in-Capital for their fair value when
recording the issuance of these warrants.
During the
year ended December 31, 2018 as a result of Draw Downs on our Convertible Line of Credit with Lender, the Company issued 407,784
common stock purchase warrants with a total value of $61,282 and each with a $0.1778 exercise price and 3 year term. The Company
estimated the fair value of the warrants utilizing the Black-Scholes pricing model. The assumptions used in the valuation of these
warrants include volatility of 82.55%, expected dividends of 0.0%, a discount rate of 1.50%, and expected term of 3 years. As
a result of this transaction, the Company recorded $50,591 of debt discount consisting of the relative fair value of the warrants
which is being amortized to interest expense over the term of the drawdown (See Note 8).
In connection
to the issuance of a Note Payable on August 27, 2018, the Company issued 900,000 common stock purchase warrants with a total value
of $115,521 and each with a $0.25 exercise price and a 5 year term. The Company estimated the fair value of the warrants utilizing
the Black-Scholes pricing model. The assumptions used in the valuation of these warrants include volatility of 82.68%, expected
dividends of 0.0%, a discount rate of 2.35%, and expected term of 5 years. As a result of this transaction, the Company recorded
$100,102 of debt discount consisting of the relative fair value of the warrants which is being amortized to interest expense over
the term of the note (See Note 11).
During the
year ended December 31, 2018, 645,067 warrants had expired.
2017
During the
year ended December 31, 2017, and as additional consideration for the funding of the Convertible Note payable by the Lender, the
Company issued 2,500,000 common stock purchase warrants having a value of $187,142 using the Black-Scholes valuation methodology,
and each with a $0.15 exercise price and a three year term (See Note 10). The assumptions used in the valuation of these warrants
include volatility of 85.78%, expected dividends of 0.0%, a discount rate of 1.50%, and expected term of 3 years.
During the
year ended December 31, 2017 as a result of Draw Downs on our Convertible Line of Credit with the Lender, the Company issued 1,916,667
common stock purchase warrants having a value of $179,612 using the Black-Scholes valuation methodology, and each with a $0.15
exercise price and three year term (See Note 8). The assumptions used in the valuation of these warrants include volatility of
83.67-85.78, expected dividends of 0.0%, a discount rate of 1.50%, and expected term of 3 years.
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
As of December
31, 2017, related to the Company’s private placement, the company was obligated to issue 223,337 common stock purchase warrants
to the placement agents which were issued in 2018. There was no financial statement accounting effect for the issuance of these
warrants as their fair value was charged to Additional Paid-in-Capital as an offering cost and offset by a credit to Additional
Paid-in-Capital for their fair value when recording the issuance of these warrants.
During the
year ended December 31, 2017, 26,831,589 warrants had expired.
Warrant activity
for the years ended December 31, 2018 and 2017 are as follows:
|
|
Number of Warrants
|
|
|
Weighted
Average
Exercise
Price
|
|
Outstanding at December 31, 2016
|
|
|
28,196,822
|
|
|
$
|
0.17
|
|
Granted
|
|
|
4,416,667
|
|
|
|
0.15
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
Forfeited
|
|
|
–
|
|
|
|
–
|
|
Expired
|
|
|
(26,831,589)
|
|
|
|
0.16
|
|
Outstanding at December 31, 2017
|
|
|
5,781,900
|
|
|
$
|
0.17
|
|
Granted
|
|
|
1,581,117
|
|
|
$
|
0.21
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
Forfeited
|
|
|
–
|
|
|
|
–
|
|
Expired
|
|
|
(645,067
|
)
|
|
|
0.25
|
|
Outstanding at December 31, 2018
|
|
|
6,717,950
|
|
|
$
|
0.17
|
|
Exercisable at December 31, 2018
|
|
|
6,717,950
|
|
|
$
|
0.17
|
|
Weighted average grant date fair value
|
|
|
|
|
|
$
|
0.13
|
|
Warrants
exercisable have a weighted average remaining contractual life of 2.22 years as of December 31, 2018.
For each
of the identified periods, revenues can be categorized into the following:
|
|
For the year ended December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Product Sales
|
|
$
|
6,144,251
|
|
|
$
|
1,401,103
|
|
Maintenance Fees
|
|
|
7,576
|
|
|
|
7,114
|
|
Professional Services
|
|
|
10,575
|
|
|
|
3,825
|
|
Total Revenues
|
|
$
|
6,162,402
|
|
|
$
|
1,412,042
|
|
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
At December
31, 2018 and December 31, 2017, deferred revenue amounted to $835,785 and $77,514 respectively. At December 31, 2018, the Company
has received an initial deposit to plan and manufacture two Solar Tree® units, and a deposit for two of our new HP EVARC units,
in addition to deposits for multi-year maintenance plans for previously sold products. As of December 31, 2018, deferred revenue
associated with product deposits are $791,913 and the delivery of such products are expected within the following six months,
while deferred maintenance fees amounted to $43,872 and pertain to services to be provided through the second quarter of 2022.
There was
no Federal income tax expense for the years ended December 31, 2018 and 2017 due to the Company’s net losses. Income tax
expense represents minimum state taxes due.
The blended
Federal and State tax rate of 27.98% applies to loss before taxes. The Company’s tax expense differs from the “expected”
tax expense for Federal income tax purposes, (computed by applying the United States Federal tax rate of 21% to loss before taxes),
as follows:
|
|
Year ended December
31,
|
|
|
|
2018
|
|
|
2017
|
|
Computed “expected” tax expense (benefit)
|
|
$
|
(755,744
|
)
|
|
$
|
(1,034,086
|
)
|
State taxes, net of federal benefit
|
|
|
(251,217
|
)
|
|
|
(171,202
|
)
|
Goodwill impairment and other non-deductible items
|
|
|
(74,120
|
)
|
|
|
643,016
|
|
Change in federal tax rates
|
|
|
–
|
|
|
|
4,145,380
|
|
Change in deferred tax asset valuation allowance
|
|
|
1,081,081
|
|
|
|
(3,583,108
|
)
|
Income tax expense
|
|
$
|
–
|
|
|
$
|
–
|
|
Deferred income
taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. The effects of temporary differences that gave rise to significant
portions of deferred tax assets and liabilities at December 31, are as follows:
|
|
2018
|
|
|
2017
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Charitable contributions
|
|
$
|
2,900
|
|
|
$
|
2,900
|
|
Reserve for bad debt
|
|
|
17,805
|
|
|
|
17,948
|
|
Stock options
|
|
|
3,448,014
|
|
|
|
3,416,792
|
|
Deferred Revenue
|
|
|
233,883
|
|
|
|
–
|
|
Depreciation
|
|
|
22,937
|
|
|
|
6,920
|
|
Other
|
|
|
19,661
|
|
|
|
17,674
|
|
Net operating loss carryforward
|
|
|
7,755,622
|
|
|
|
6,957,507
|
|
Total gross deferred tax assets
|
|
|
11,500,822
|
|
|
|
10,419,741
|
|
Less: Deferred tax asset valuation allowance
|
|
|
(11,432,888
|
)
|
|
|
(10,351,807
|
)
|
Total net deferred tax assets
|
|
|
67,934
|
|
|
|
67,934
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Accrued salaries
|
|
|
(67,934
|
)
|
|
|
(67,934
|
)
|
Total deferred tax liabilities
|
|
|
(67,934
|
)
|
|
|
(67,934
|
)
|
Total net deferred taxes
|
|
$
|
–
|
|
|
$
|
–
|
|
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
As a result
of the Company’s history of incurring operating losses, a full valuation allowance has been established. The valuation allowance
at December 31, 2018 was $11,432,888. The increase in the valuation allowance during 2018 was $1,081,081.
At December 31,
2018, the Company has a net operating loss carry forward of $27,714,883 of which $24,862,803 is available to offset future net
income through 2037 and $2,852,080 may be carried forward indefinitely subject to IRS defined annual usage limitations. The utilization of the net operating loss carryforwards is dependent upon the ability of
the Company to generate sufficient taxable income during the carryforward period. In the event that a significant change in ownership
of the Company occurs as a result of the Company’s issuance of common stock, the utilization of the NOL carry forward will
be subject to limitation under certain provisions of the Internal Revenue Code. Management does not presently believe that such
a change has occurred.
On December
22, 2017, the United States enacted the Tax Cuts and Jobs Act (Act). The Act makes significant modifications to the provisions
of the Internal Revenue Code, including but not limited to, a corporate tax rate decrease to 21% effective as of January 1, 2018.
The Company’s net deferred tax assets and liabilities have been revalued at the newly enacted U.S. Corporate rate in the
year of enactment. The adjustment related to the revaluation of the deferred tax asset and liability balances is a net charge
of approximately $4.1 million. This expense is fully offset by a change in valuation allowance. Accordingly, there is no impact
on income tax expense as of December 31, 2017 nor 2018.
|
18.
|
RELATED
PARTY TRANSACTIONS
|
Accounts Payable
and Related Party Vendor Payments
During the
year ended December 31, 2017, the Company made cash payments totaling $54,000, and issued 180,000 shares of the Company’s
common stock with a total value of $27,000 to GreenCore for professional services provided to the Company as detailed in a March
28, 2014 consulting agreement. There were no balances owed to GreenCore as of December 31, 2017. Jay Potter, our former director
at the time of such payments, is the managing member of GreenCore (See Note 14).
Director Compensation
On or about
December 31, 2016, Mr. Jay S. Potter, Mr. Tony Posawatz, and Mr. Peter Davidson, all directors of the Company, each entered into
an Amendment to their Restricted Stock Agreement with the Company (each an “Amendment”). Pursuant to their Amendments,
each director agreed to terminate his rights to unvested restricted shares of the Company’s common stock under their previous
respective Restricted Stock Agreements, in consideration for which the Company granted to each director 750,000 restricted shares
of the Company’s common stock, vesting 1/36 per month over a 36 month period commencing on the date of grant, issuable quarterly
on the last day of each calendar quarter (the first vesting is scheduled to occur on January 31, 2017 and be for 20,833 shares
and the first issuance is scheduled to occur on March 31, 2017 and be for 62,499 shares) so long as each director serves as a
director, employee, consultant or officer of the Company at the time of scheduled vesting. The Company may also grant an additional
750,000 restricted shares of the Company’s common stock to each director to vest in the future from time to time, based
on their achieving certain performance criteria to be agreed upon by the Board of Directors after discussion with senior management
at a future date.
During the
year ended December 31, 2017, the Company released 750,000 shares of common stock with a per share fair value of $0.15, or $112,500
(based on the market price at the time of the agreement), to three directors for their service as defined in their respective
Restricted Stock Grant Agreements. The payments were expensed at issuance (See Note 14).
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
During the
year ended December 31, 2018, the Company released and issued a total of 625,000 vested shares of common stock (related to previous
years grants to each of three directors of 750,000 shares which vest on a pro rata basis over a three year period), with a per
share fair value of $0.15, or $93,750 (based on the market price at the time of the agreement), to three directors for their service
as defined in their respective Restricted Stock Grant Agreements (See Note 14). The $93,750 was expensed during the year ended
December 31, 2018.
Effective
March 27, 2018, based on authorization initially approved by the Board of Directors on December 19, 2017, and confirmed by resolutions
adopted by the Board on March 27, 2018, the Company granted a total of 750,000 shares of common stock with a per share value of
$0.15 per share (based on the market price at the time of the agreement), or $112,500, split between three directors for performance
of their duties. These shares are being issued from a pool of 750,000 shares of common stock for each director of previously
authorized restricted stock grant awards for performance that are awarded if specific performance criteria are achieved or the
Board authorizes their award and vesting by specific resolutions (See Note 14). These shares were immediately expensed.
On July
19, 2018, Mr. Jay S. Potter resigned as a director of Envision Solar International, and the Company accepted Mr. Potter’s
resignation effective on the same date. In recognition of Mr. Potter’s long and valuable service to the Company, the Board
of Directors authorized the immediate vesting and issuance to Mr. Potter of the balance of the nonperformance restricted stock
award scheduled to be issued to him through December 31, 2018. As such, the Company released and issued a total of 125,000 vested
shares of common stock with a per share fair value of $0.15, or $18,750 (based on the market price at the time of the agreement),
which was expensed on July 19, 2018 (See Note 14).
On August
22, 2018, Mr. Robert C. Schweitzer accepted an appointment as a new director of the Company effective August 22, 2018. Mr. Schweitzer
is an independent director who has also accepted an appointment to serve as the chairman of the Company’s audit committee.
In consideration for Mr. Schweitzer’s acceptance to serve as a director of the Company, the Company agreed to grant 1,500,000
restricted shares of its common stock to him, subject to the terms and conditions set forth in the Restricted Stock Grant Agreement,
including but not limited to the following vesting schedule: 62,500 shares per quarter, prorata, over a 36 month period commencing
on September 30, 2018, issuable quarterly on the last day of each calendar quarter; provided, that the first release will be of
62,500 shares on December 31, 2018 and the last release will be of 62,500 shares on September 30, 2021; and 750,000 shares based
on the achievement by the Company of certain performance goals in accordance with the Agreement
.
During the year ended December 31, 2018, the Company released and issued a total of 62,500 vested shares of common stock
to Mr. Schweitzer with a per share fair value of $0.20, or $12,500 (based on the market price at the time of the agreement), for
his service as defined in his respective Restricted Stock Grant Agreement. The $12,500 was expensed during the year ended December
31, 2018 (See Note 14).
Stock Issued for Loan
Guaranty and Cash Sales
During the
year ended December 31, 2017, and in consideration for the continued Guaranty of the Company’s obligations extended under
a now terminated line of credit, the Company issued 453,857 shares of its common stock, with a per share value of $0.15 (based
on contemporaneous cash sales prices) or $68,078 to Keshif Ventures LLC, a related party, pursuant to a stock purchase agreement.
These shares were expensed to interest expense over the term of the Guaranty period. Additionally, during the year ended December
31, 2017, pursuant to a private placement, the Company issued 1,333,333 shares of common stock for cash, with a per share price
of $0.15 per share or $200,000 to Keshif (See Note 8).
ENVISION SOLAR INTERNATIONAL INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31,
2018 and 2017
Convertible Notes Payable
to Related Parties
On October
18, 2016, the Company entered into a five year employment agreement, effective as of January 1, 2016, with Mr. Desmond Wheatley,
the Chief Executive Officer, President, and Chairman of the Company (the “Agreement”). Pursuant to the Agreement,
Mr. Wheatley will receive an annual deferred salary of $50,000 which Mr. Wheatley will defer until such time as Mr. Wheatley and
the Board of Directors agree that payment of the deferred salary and/or cessation of the deferral is appropriate. Additionally,
on March 29, 2017 the board of directors granted Mr. Wheatley a $35,000 bonus for which Mr. Wheatley agreed to defer such bonus
under the same terms of his salary deferral. All deferred amounts are evidenced by an unsecured convertible promissory note payable
by the Company to Mr. Wheatley. The balance of the note as of December 31, 2017 is $135,000. The balance of the note as of December
31, 2018, net of discount amounting to $7,749, is $177,251, with accrued and unpaid interest amounting to $28,220 which is included
in accrued expenses (See Notes 7 and 9). This Note is classified as short term as of December 31, 2017 and long term as of December
31, 2018 on the accompanying consolidated balance sheet.
Effective
as of February 15, 2017, the Company received conversion notices from all the current note holders effecting the conversion of
the entire principal balance of a convertible note outstanding and owed by the Company amounting to $600,000 and accrued and unpaid
interest, as of February 15, 2017, amounting to $104,709. The Company issued 4,698,060 shares of common stock at the contracted
conversion price of $0.15 per share, to retire the entirety of this convertible note. Of these shares, 2,315,940 shares were issued
to Keshif Ventures, LLC.
The Note
Payable with Gemini Special Operations Fund, LP became due as of February 28, 2019 and thus is in technical default (See Note
11). However, effective that date, an oral forbearance agreement was granted by lender for any defaults, confirmed in writing,
and is meant to be in effect until the Lender and the Company complete an amendment extending the maturity date of the note, or
the note is sooner repaid by the Company.
No dealer, salesman or any other
person has been authorized to give any information or to make any representation not contained in this prospectus in connection
with the offer made by this prospectus. If given or made, such information or representation must not be relied upon as having
been authorized by Envision. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities
other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities
by any person in any jurisdiction in which such an offer or solicitation is not authorized or is unlawful. Neither delivery of
this prospectus nor any sale made hereunder shall under any circumstances create an implication that information contained herein
is correct as of any time subsequent to the date of this prospectus.
Until May 12, 2019 (25 days after
the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting
as underwriters and with respect to their unsold allotments or subscriptions.
ENVISION SOLAR INTERNATIONAL,
INC.
2,000,000 UNITS,
EACH UNIT COMPRISED OF
ONE SHARE OF COMMON STOCK AND ONE
WARRANT
TO PURCHASE ONE SHARE OF COMMON STOCK
____________________________
PROSPECTUS
____________________________
Sole Book Running Manager
Maxim Group LLC
Co-Manager
Joseph Gunnar & Co.