Tuesday, March 03, 2015 3:32:15 PM
Form 10-K for TORVEC INC
3-Mar-2015
Annual Report
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. This report contains certain forward-looking statements and information that are based on the beliefs of management as well as assumptions made by and information currently available to management. The statements contained in this report relating to matters that are not historical facts are forward-looking statements that involve risks and uncertainties, including, but not limited to, future demand for our products and services, the successful commercialization of our products, general domestic and global economic conditions, government and environmental regulations, competition and customer strategies, changes in our business strategy or development plans, capital deployment, business disruptions, including those caused by fires, raw material supplies, environmental regulations, and other risks and uncertainties, certain of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those forward-looking statements set forth herein. When used in this report, the words "anticipate", "believe", "estimate" or "expect" or words of similar import are intended to identify forward-looking statements. For further discussion of certain of the matters described above and other risks and uncertainties, see "Risk Factors" in Item 1A of this annual report.
Undue reliance should not be placed on our forward-looking statements. Except as required by law, we disclaim any obligation to update any factors or to publicly announce the results of any revisions to any of the forward-looking statements contained in this annual report on Form 10-K to reflect new information, future events or other developments.
The following discussion and analysis should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-K.
(A) Overall Business Strategy
Torvec, Inc. was incorporated as a New York business corporation on September 25, 1996. Since its inception, the Company has endeavored to design, develop, build and commercialize its technology portfolio. It develops and markets advanced technologies in the areas of power and safety.
The Company currently is focusing its efforts on the following technologies: (i) a wearable device, currently named the WAM Watch? (Warning Alertness Metrics), which measures a degradation of alertness, and (ii) the Torvec Hydraulic Pump. The WAM Watch consists of hardware and software that measures multiple metrics in order to establish that a person's ability to perform a task or job appears to be degrading. The Torvec Hydraulic Pump is an innovative hydraulic design, whose goal is to deliver better efficiencies in a package that is smaller and lighter than existing technologies.
The basic elements of our operating plan for the next 12 months are as follows:
1) To continue the evaluation and development of the WAM Watch?, including all necessary and/or appropriate due diligence, clinical trials and research in order to determine the product's feasibility, marketability, and profitability; and
2) To engage in the activity of developing a wholly unique hydraulic pump and motor technology to revolutionize the fluid power industry; and to have our pump technology ready for independent testing in the first or second quarter of 2015 and to manufacture a preproduction fixed displacement pump prototype by mid-2015. In addition, we intend to develop designs for a variable displacement pump and to manufacture a preproduction variable displacement pump prototype in the second half of 2015.
Until the latter part of 2014, the Company's focus had included the development of its IsoTorque? differential technology, which is designed to provide for improved traction, handling, performance and safety of a vehicle without the need for complex electronics and clutches that wear out. At this time, however, development efforts for this technology have been temporarily suspended in order to focus resources on the other technologies highlighted above. We may decide to continue our durability evaluation of our IsoTorque differential technology in the future, focusing upon ? and 1 ton pickup trucks and eventually front wheel drive vehicles, and our potential opportunities with companies in China.
(B) Current Status of Business Plan and Ongoing Projects
WAM Watch? Wearable Device -
We are performing due diligence, conducting internal and external independent studies, and developing proprietary technology designed to measure in quantifiable terms a decrease in a person's alertness, thus enabling that person, their employers, and others to take measures to avert an undesired or disastrous situation. The Company's WAM Watch? (Warning Alertness Metrics) is a wearable device consisting of hardware and software that measures multiple unique metrics in order to predict that a person's ability to perform a task or job is degrading.
It has been estimated that approximately 250,000 U.S. drivers per day fall asleep at the wheel resulting in numerous serious and often fatal truck, bus, train and automobile accidents. While the root causes of alertness impairment can include simple drowsiness, medication and drugs, sickness, physiological and psychological issues, alcohol, stress, and work-related conditions, the salient feature common to the syndrome is a degradation of a person's ability to perform important functions over a period of time.
Hundreds of millions of research dollars are demonstrating that a degradation of alertness can be detected as a quantifiable decrease in a person's responsiveness to stimuli. Existing purported solutions to alertness impairment to date share the common characteristics that they are not often practical and can be disruptive and/or distracting to the user. As a result, until now, no practical, non-disruptive or non-distracting single technology has been developed that can be used to actually measure degradation of alertness and to properly correlate such degradation to a person's ability to perform tasks and fulfill responsibilities.
Studies show that people are often very poor judges of whether they are too tired and/or otherwise impaired enough to continue to try to perform a function, such as driving a vehicle. The WAM Watch? concept is designed to notify them of the danger before the danger actually manifests itself, rather than deal with it after the fact which may be too late.
The WAM Watch? is being developed for use in a wide market scope, such as: truck drivers, general driving public, airline pilots, train engineers, school and over the road bus drivers, security guards, "man-down" systems, a wide variety of security systems, campers, hikers, hunters, surveillance agents, students, military personnel, persons with health issues as well as persons monitoring critical processes such as nuclear facilities. The Company believes that based upon preliminary estimates, the total market for its invention is approximately 700 million users worldwide.
We have filed for patent protection for this invention and its unique software and algorithms. Currently, we are targeting to market prototypes in mid to late 2015 and to be shipping product to customers in the early part of 2016.
Torvec Hydraulic Pump/Motor -
Our goal with the Torvec Hydraulic Pump/Motor is to give the marketplace a hydraulic device that:
? Is smaller and lighter than conventional pumps and motors,
? Is more efficient,
? Is reliable,
? Is price competitive,
? Has the unique ability to scale much larger and more powerful pumps and motors.
Since 2012, we have invested in software, test equipment and personnel to enhance our development efforts. In 2012, we began a drastic redesign of the Torvec Hydraulic Pump/Motor to improve the overall performance of our pump while maintaining the significant advantages we have in size and weight. We have built our own testing facility for initial testing, which would have otherwise taken place at a third party testing facility. During 2013 and 2014, we have continued to modify designs and test prototypes in order to validate our concept and to enhance the efficiencies of the pump. In March and April of 2014, we conducted additional tests on a prototype design that yielded significant positive results. We have successfully passed a major milestone that has confirmed numerous aspects of the breakthrough concept of our technology.
Based on sophisticated computer modeling of our pump's attributes, we are very optimistic about the qualities that our pump design has relative to conventional pumps currently in the marketplace. In October 2014, we conducted internal testing of our most recent prototype design which resulted in further supporting the conceptual framework of our design. As we anticipated may happen, we are now making some additional design modifications that will obviously enhance the overall technology. We have decided not to conduct independent testing until 2015 in order to incorporate these changes. Upon successful independent testing, which is currently scheduled for the second quarter of 2015, we plan to develop and manufacture a fixed displacement preproduction prototype pump in order to test manufacturability and its effects on performance, at which point we will repeat the independent tests for comparison purposes. In addition, we intend to develop designs for a variable displacement pump and to manufacture a preproduction variable displacement pump prototype in the second half of 2015. We have filed for patent protection for our novel non-rotating group pump concept, and we are also working on additional patents as a result of engineering breakthroughs in our design process. Although there is still much to be done, we continue to be extremely encouraged by our testing.
The development of our new pump design has taken on added significance in light of recent U.S. Government emissions regulations for off road diesel engines that will take effect this year and will become more stringent in the future. These regulations will require diesel engines to pollute less. To help achieve these new standards, companies are attempting to run the diesel engines, and thus their hydraulic pumps, at lower rotational speeds. This requires larger displacement hydraulic pumps to be installed to compensate for the decrease in rotational speed. Among other advantages, the unique technology of the Torvec Hydraulic Pump/Motor allows a larger displacement pump to fit into the same or smaller footprint than that of existing pumps. This enables manufacturers to keep the current equipment layout without the need for expensive modifications to accommodate larger hydraulic pumps.
IsoTorque Differential -
We have conceptualized our IsoTorque differential technology for installation into a majority of automotive vehicles worldwide. However, due to such constraints as vehicle and axle size, vehicle weight, type of lubrication, torque and impact loading requirements, and vehicle use, each vehicle platform application requires us to design, develop and test our differential for each such platform's specifications.
During the fourth quarter of 2014, we decided to temporarily suspend our development efforts for the differential technology due to design challenges we were facing with respect to durability issues in our prototypes, as well as management's decision to focus our resources on our other technologies that have a greater likelihood of being commercialized more quickly. In the future, we may decide to continue to evaluate the durability features of our IsoTorque differential technology, and based upon the results of such evaluation, to explore the feasibility of designing and building prototypes of our IsoTorque differential for a specific market. Similarly, we intend to continue to explore relationships with potential Chinese businesses.
In addition to the activities to be undertaken by us to implement our plan of operation detailed above, we may expand and/or refocus our marketing activities depending upon future circumstances and developments. Information regarding the Company and all of our inventions, including regular updates on technological and business developments, can be found on our website, www.torvec.com. The website and its contents are not incorporated by reference into this report.
(C) Company Revenue and Expenses
Revenue for the year ended December 31, 2014 amounted to $50,000, primarily from the completion of our development agreement with BAIC, as well as from the sale of limited quantities of IsoTorque differentials into the aftermarket specific for the model C-5 Corvette platform. Cost of goods sold for the year ended December 31, 2014 amounted to $92,000, and gross margin for the period was a negative $42,000. The negative gross margin resulted mainly from initially high material costs for the differentials due to very low production quantities, in addition to development costs for the BAIC project that were not fully offset by the proceeds from the development agreement. There was no revenue or cost of goods sold reflected in the year ended December 31, 2013.
Research and development expenses for the year ended December 31, 2014 amounted to $1,154,000 as compared to $1,296,000 for the comparable period in 2013. Non-cash stock-based compensation expense attributable to stock options for the twelve months ended December 31, 2014 was a credit of $25,000 due primarily to a reversal of expense associated with the termination of unvested options during the second quarter pertaining to the departure of our chief technology officer, compared with an expense of $93,000 for the twelve months ended December 31, 2013. Excluding the non-cash stock-based compensation expense, research and development expenses for the twelve month period ended December 31, 2014 amounted to $1,179,000, a decrease of $24,000, or 2%, from $1,203,000 recorded in the same period in 2013. The decrease in 2014 was mainly attributable to lower wages and less spending on developmental components and materials.
In June 2014, our chief technology officer left the Company for personal reasons. Since his expertise was related to gear technology and the IsoTorque differential, and we have recently de-emphasized our differential development efforts to shift resources toward our other technologies, we are not planning to refill this position for the foreseeable future.
General and administrative expense for the year ended December 31, 2014 amounted to $1,440,000 compared to $1,532,000 for 2013. Non-cash stock-based compensation expense attributable to stock options for the twelve months ended December 31, 2014 was $235,000, a decrease of $307,000 from $542,000 for the twelve months ended December 31, 2013 that primarily resulted from the revaluation of unvested options for a director who resigned from the board during the first quarter of 2014, as well as the completion of expensing for certain options that had met their vesting milestones. Excluding the non-cash stock-based compensation expense, general and administrative expense for 2014 amounted to $1,205,000 compared to $990,000 in 2013. The increase of $215,000, or 22%, was primarily related to non-cash payroll expense accrual adjustments that were credits to expense in 2013 as well as higher external legal costs, offset in part by lower outside accounting fees and lower wages.
The loss from operations for the twelve month period ended December 31, 2014 was $2,636,000, compared with a loss from operations in 2013 of $2,828,000. Other income increased from $19,000 in 2013 to $33,000 in 2014, mainly resulting from higher interest income as a result of higher average cash balances, as well as lower interest expense related to lower balances in notes payable. In conjunction with the issuance of the 25,000,000 shares of Series C-2 Preferred stock in March 2014, we recorded a non-cash charge of $4,250,000 related to the beneficial conversion feature of such stock. Preferred stock dividends amounted to $264,000 in each of 2014 and 2013.
The net loss attributable to common stockholders for the year ended December 31, 2014 was $7,117,000 as compared to a net loss for the same period in 2013 of $3,073,000. The weighted average diluted common shares outstanding amounted to 45,716,000 for each of the twelve month periods ended December 31, 2014 and 2013. Diluted net loss per common share for the twelve month periods ended December 31, 2014 and 2013 was $0.16 and $0.07, respectively.
(D) Liquidity and Capital Resources
As of December 31, 2014, cash and cash equivalents totaled $3,724,000, an increase of $2,652,000 from the beginning of the year. During the twelve months ended December 31, 2014, we used $2,267,000 of cash in operating activities, relatively consistent with the $2,237,000 spent during the same period in 2013. A reported net loss of $2,603,000 in 2014, offset in part mainly by depreciation and non-cash stock-based compensation expense, resulted in cash used in operating activities amounting to $2,267,000 for the year ended December 31, 2014. A reported net loss of $2,809,000 for 2013, offset in part mainly by non-cash stock-based compensation of $635,000, resulted in cash used in operating activities amounting to $2,237,000 for the twelve month period ended December 31, 2013.
We generated a net of $13,000 in cash from investing activities in 2014 mainly related to $70,000 in proceeds from the sale of two test vehicles, offset in part by cash used for the purchase of equipment and computer software, compared with a net usage of $127,000 in cash for investing activities in 2013 to purchase fixed assets, including certain vehicles to be used for testing differential prototypes, net of $17,000 in value received for the trade-in of a vehicle that was no longer being fully utilized.
During the twelve month period ended December 31, 2014, we generated a net of $4,906,000 from financing activities, resulting from $4,954,000 in net proceeds raised from the March 2014 private placement, offset in part by payments on outstanding notes payable. During the same twelve month period in 2013, we used $113,000 for financing activities pertaining to payments on outstanding notes payable.
Current Cash Outlook:
At December 31, 2014, we have stockholders' equity of $3,896,000, current liabilities of $114,000 and working capital of $3,625,000. We have been dependent upon equity financing and advances from stockholders to meet our obligations and sustain operations.
On March 28, 2014, we closed on a private placement transaction that generated gross proceeds of approximately $5,000,000, resulting from the issuance of 25,000,000 shares of Series C-2 Voting Convertible Preferred stock. Each Series C-2 Preferred share is convertible, at the holder's election, into one share of the Company's common stock, par value $0.01 per share. The proceeds from this transaction are being used to support the ongoing development and marketing of our core technologies and product initiatives.
Pursuant to the Series C-2 Preferred stock transaction in March 2014, we were required to use commercially reasonable efforts to raise $1,000,000, in a separate private placement or private placements, through the offer and sale of an additional Series C-3 Voting Convertible Preferred Stock, par value $0.01 per share. This effort was originally planned to take place within 180 days of the March 2014 transaction; however, we postponed the initiation of this additional equity raise in order to ensure that we would not jeopardize our ability to utilize certain of our net operating loss carryforwards in relation to Internal Revenue Code Section 382. The pricing of the Series C-3 Preferred Shares will be determined by the Board of Directors prior to the initial closing of the sale of those shares; however, pursuant to the terms of the Series C-2 Preferred stock transaction, the price of the Series C-3 Preferred Shares cannot be less than $0.25 per share. We are planning to conduct the sale of the Series C-3 Preferred Shares sometime in the near future, if market conditions of our stock improve. There can be no assurance, however, that we will be successful in raising this additional capital on the terms stipulated in the March 2014 transaction.
Presently, we anticipate that our cash requirements for the full year of 2015 will be in the range of approximately $2,500,000. Management believes that based upon our current cash position and the current outlook for our business operations, we will be able to continue operations through December 31, 2015.
(E) Critical Accounting Policies
Revenue Recognition
Our terms provide that customers are obligated to pay for products sold to them within a specified number of days from the date that title to the products is transferred to the customers. Our standard terms are typically net 30 days. We recognize revenue when transfer of title occurs, risk of ownership passes to a customer at the time of shipment or delivery depending on the terms of the agreement with a particular customer and collection is reasonably assured. The sale price of our products is substantially fixed and determinable at the date of the sale based upon purchase orders generated by a customer and accepted by us.
We occasionally enter into prototype development contracts with customers. In such cases, revenue is recognized using either (a) the proportional effort method based on the relationship of costs incurred to date to the total estimated cost to complete a contract, or (b) where appropriate, the milestone method, if milestones are clearly identifiable and substantive.
Income Taxes
We account for income taxes using the asset and liability method, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax bases of our assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
We account for uncertain tax positions using a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax benefits that meet the more-likely-than-not recognition threshold should be measured as the largest amount of tax benefits, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement in the financial statements. It is our policy to recognize interest and penalties related to income tax matters as general and administrative expenses. As of December 31, 2014, there was $0 accrued interest or penalties related to uncertain tax positions.
Stock-Based Compensation
Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 718-10 requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the requisite service period (generally the vesting period) in the consolidated financial statements based on their fair values on the grant date. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized. In addition, the realization of tax benefits in excess of amounts recognized for financial reporting purposes will be recognized as a financing activity in accordance with FASB ASC 718-10.
No tax benefits were attributed to the stock-based compensation expense because a valuation allowance was maintained for substantially all net deferred tax assets. We elected to adopt the alternative method of calculating the historical pool of windfall tax benefits as permitted by FASB ASC 718-10-65 (previously known as FASB Staff Position (FSP) No. SFAS 123(R)-c, "Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards"). This is a simplified method to determine the pool of windfall tax benefits that is used in determining the tax effects of stock compensation in the results of operations and cash flow reporting for awards that were outstanding as of the adoption of FASB ASC 718-10.
FASB ASC 505-50, "Equity-Based Payments to Non-Employees," requires all share-based payments to non-employees, including grants of stock options, to be recognized in the condensed consolidated financial statements as compensation expense generally over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black-Scholes valuation model, we periodically reassess the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and we adjust the expense recognized in the consolidated financial statements accordingly.
FASB ASC 718-20 requires that modifications of the terms or conditions of equity awards be treated as an exchange of the original award for a new award. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified.
Recently Issued Accounting Principles
In June 2014, the FASB issued ASU 2014-10, "Development Stage Entities:
Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation." This ASU amends FASB ASC Topic 915, Development Stage Entities, to remove all incremental financial reporting requirements for development stage entities, thereby improving financial reporting by reducing the cost and complexity associated with providing that information. The amendments in this ASU also eliminate an exception provided to development stage entities in FASB ASC 810 for determining whether an entity is a variable interest entity (VIE) on the basis of the amount of investment equity that is at risk. The amendments in this ASU remove the definition of development stage entity from the FASB ASC Master Glossary, thereby removing the financial reporting distinction between development stage entities and other entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (i) present inception-to-date information on the statements of income, cash flows, and shareholder equity, (ii) label the financial statements as those of a development stage entity, (iii) disclose a description of the development stage activities in which the entity is engaged, (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments also clarify that the guidance in FASB ASC 275, Risks and Uncertainties, is applicable to entities that have not yet commenced planned principal operations. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of FASB ASC 915 should be applied retrospectively, except for the clarification to FASB ASC 275, which should be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Earlier implementation is allowed for any period where the reporting entity's annual or interim financial statements have not yet been made available for issuance. Management elected to adopt this standard during the quarter ended June 30, 2014. The early adoption of this standard in the second quarter of 2014 resulted . . .
3-Mar-2015
Annual Report
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. This report contains certain forward-looking statements and information that are based on the beliefs of management as well as assumptions made by and information currently available to management. The statements contained in this report relating to matters that are not historical facts are forward-looking statements that involve risks and uncertainties, including, but not limited to, future demand for our products and services, the successful commercialization of our products, general domestic and global economic conditions, government and environmental regulations, competition and customer strategies, changes in our business strategy or development plans, capital deployment, business disruptions, including those caused by fires, raw material supplies, environmental regulations, and other risks and uncertainties, certain of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those forward-looking statements set forth herein. When used in this report, the words "anticipate", "believe", "estimate" or "expect" or words of similar import are intended to identify forward-looking statements. For further discussion of certain of the matters described above and other risks and uncertainties, see "Risk Factors" in Item 1A of this annual report.
Undue reliance should not be placed on our forward-looking statements. Except as required by law, we disclaim any obligation to update any factors or to publicly announce the results of any revisions to any of the forward-looking statements contained in this annual report on Form 10-K to reflect new information, future events or other developments.
The following discussion and analysis should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-K.
(A) Overall Business Strategy
Torvec, Inc. was incorporated as a New York business corporation on September 25, 1996. Since its inception, the Company has endeavored to design, develop, build and commercialize its technology portfolio. It develops and markets advanced technologies in the areas of power and safety.
The Company currently is focusing its efforts on the following technologies: (i) a wearable device, currently named the WAM Watch? (Warning Alertness Metrics), which measures a degradation of alertness, and (ii) the Torvec Hydraulic Pump. The WAM Watch consists of hardware and software that measures multiple metrics in order to establish that a person's ability to perform a task or job appears to be degrading. The Torvec Hydraulic Pump is an innovative hydraulic design, whose goal is to deliver better efficiencies in a package that is smaller and lighter than existing technologies.
The basic elements of our operating plan for the next 12 months are as follows:
1) To continue the evaluation and development of the WAM Watch?, including all necessary and/or appropriate due diligence, clinical trials and research in order to determine the product's feasibility, marketability, and profitability; and
2) To engage in the activity of developing a wholly unique hydraulic pump and motor technology to revolutionize the fluid power industry; and to have our pump technology ready for independent testing in the first or second quarter of 2015 and to manufacture a preproduction fixed displacement pump prototype by mid-2015. In addition, we intend to develop designs for a variable displacement pump and to manufacture a preproduction variable displacement pump prototype in the second half of 2015.
Until the latter part of 2014, the Company's focus had included the development of its IsoTorque? differential technology, which is designed to provide for improved traction, handling, performance and safety of a vehicle without the need for complex electronics and clutches that wear out. At this time, however, development efforts for this technology have been temporarily suspended in order to focus resources on the other technologies highlighted above. We may decide to continue our durability evaluation of our IsoTorque differential technology in the future, focusing upon ? and 1 ton pickup trucks and eventually front wheel drive vehicles, and our potential opportunities with companies in China.
(B) Current Status of Business Plan and Ongoing Projects
WAM Watch? Wearable Device -
We are performing due diligence, conducting internal and external independent studies, and developing proprietary technology designed to measure in quantifiable terms a decrease in a person's alertness, thus enabling that person, their employers, and others to take measures to avert an undesired or disastrous situation. The Company's WAM Watch? (Warning Alertness Metrics) is a wearable device consisting of hardware and software that measures multiple unique metrics in order to predict that a person's ability to perform a task or job is degrading.
It has been estimated that approximately 250,000 U.S. drivers per day fall asleep at the wheel resulting in numerous serious and often fatal truck, bus, train and automobile accidents. While the root causes of alertness impairment can include simple drowsiness, medication and drugs, sickness, physiological and psychological issues, alcohol, stress, and work-related conditions, the salient feature common to the syndrome is a degradation of a person's ability to perform important functions over a period of time.
Hundreds of millions of research dollars are demonstrating that a degradation of alertness can be detected as a quantifiable decrease in a person's responsiveness to stimuli. Existing purported solutions to alertness impairment to date share the common characteristics that they are not often practical and can be disruptive and/or distracting to the user. As a result, until now, no practical, non-disruptive or non-distracting single technology has been developed that can be used to actually measure degradation of alertness and to properly correlate such degradation to a person's ability to perform tasks and fulfill responsibilities.
Studies show that people are often very poor judges of whether they are too tired and/or otherwise impaired enough to continue to try to perform a function, such as driving a vehicle. The WAM Watch? concept is designed to notify them of the danger before the danger actually manifests itself, rather than deal with it after the fact which may be too late.
The WAM Watch? is being developed for use in a wide market scope, such as: truck drivers, general driving public, airline pilots, train engineers, school and over the road bus drivers, security guards, "man-down" systems, a wide variety of security systems, campers, hikers, hunters, surveillance agents, students, military personnel, persons with health issues as well as persons monitoring critical processes such as nuclear facilities. The Company believes that based upon preliminary estimates, the total market for its invention is approximately 700 million users worldwide.
We have filed for patent protection for this invention and its unique software and algorithms. Currently, we are targeting to market prototypes in mid to late 2015 and to be shipping product to customers in the early part of 2016.
Torvec Hydraulic Pump/Motor -
Our goal with the Torvec Hydraulic Pump/Motor is to give the marketplace a hydraulic device that:
? Is smaller and lighter than conventional pumps and motors,
? Is more efficient,
? Is reliable,
? Is price competitive,
? Has the unique ability to scale much larger and more powerful pumps and motors.
Since 2012, we have invested in software, test equipment and personnel to enhance our development efforts. In 2012, we began a drastic redesign of the Torvec Hydraulic Pump/Motor to improve the overall performance of our pump while maintaining the significant advantages we have in size and weight. We have built our own testing facility for initial testing, which would have otherwise taken place at a third party testing facility. During 2013 and 2014, we have continued to modify designs and test prototypes in order to validate our concept and to enhance the efficiencies of the pump. In March and April of 2014, we conducted additional tests on a prototype design that yielded significant positive results. We have successfully passed a major milestone that has confirmed numerous aspects of the breakthrough concept of our technology.
Based on sophisticated computer modeling of our pump's attributes, we are very optimistic about the qualities that our pump design has relative to conventional pumps currently in the marketplace. In October 2014, we conducted internal testing of our most recent prototype design which resulted in further supporting the conceptual framework of our design. As we anticipated may happen, we are now making some additional design modifications that will obviously enhance the overall technology. We have decided not to conduct independent testing until 2015 in order to incorporate these changes. Upon successful independent testing, which is currently scheduled for the second quarter of 2015, we plan to develop and manufacture a fixed displacement preproduction prototype pump in order to test manufacturability and its effects on performance, at which point we will repeat the independent tests for comparison purposes. In addition, we intend to develop designs for a variable displacement pump and to manufacture a preproduction variable displacement pump prototype in the second half of 2015. We have filed for patent protection for our novel non-rotating group pump concept, and we are also working on additional patents as a result of engineering breakthroughs in our design process. Although there is still much to be done, we continue to be extremely encouraged by our testing.
The development of our new pump design has taken on added significance in light of recent U.S. Government emissions regulations for off road diesel engines that will take effect this year and will become more stringent in the future. These regulations will require diesel engines to pollute less. To help achieve these new standards, companies are attempting to run the diesel engines, and thus their hydraulic pumps, at lower rotational speeds. This requires larger displacement hydraulic pumps to be installed to compensate for the decrease in rotational speed. Among other advantages, the unique technology of the Torvec Hydraulic Pump/Motor allows a larger displacement pump to fit into the same or smaller footprint than that of existing pumps. This enables manufacturers to keep the current equipment layout without the need for expensive modifications to accommodate larger hydraulic pumps.
IsoTorque Differential -
We have conceptualized our IsoTorque differential technology for installation into a majority of automotive vehicles worldwide. However, due to such constraints as vehicle and axle size, vehicle weight, type of lubrication, torque and impact loading requirements, and vehicle use, each vehicle platform application requires us to design, develop and test our differential for each such platform's specifications.
During the fourth quarter of 2014, we decided to temporarily suspend our development efforts for the differential technology due to design challenges we were facing with respect to durability issues in our prototypes, as well as management's decision to focus our resources on our other technologies that have a greater likelihood of being commercialized more quickly. In the future, we may decide to continue to evaluate the durability features of our IsoTorque differential technology, and based upon the results of such evaluation, to explore the feasibility of designing and building prototypes of our IsoTorque differential for a specific market. Similarly, we intend to continue to explore relationships with potential Chinese businesses.
In addition to the activities to be undertaken by us to implement our plan of operation detailed above, we may expand and/or refocus our marketing activities depending upon future circumstances and developments. Information regarding the Company and all of our inventions, including regular updates on technological and business developments, can be found on our website, www.torvec.com. The website and its contents are not incorporated by reference into this report.
(C) Company Revenue and Expenses
Revenue for the year ended December 31, 2014 amounted to $50,000, primarily from the completion of our development agreement with BAIC, as well as from the sale of limited quantities of IsoTorque differentials into the aftermarket specific for the model C-5 Corvette platform. Cost of goods sold for the year ended December 31, 2014 amounted to $92,000, and gross margin for the period was a negative $42,000. The negative gross margin resulted mainly from initially high material costs for the differentials due to very low production quantities, in addition to development costs for the BAIC project that were not fully offset by the proceeds from the development agreement. There was no revenue or cost of goods sold reflected in the year ended December 31, 2013.
Research and development expenses for the year ended December 31, 2014 amounted to $1,154,000 as compared to $1,296,000 for the comparable period in 2013. Non-cash stock-based compensation expense attributable to stock options for the twelve months ended December 31, 2014 was a credit of $25,000 due primarily to a reversal of expense associated with the termination of unvested options during the second quarter pertaining to the departure of our chief technology officer, compared with an expense of $93,000 for the twelve months ended December 31, 2013. Excluding the non-cash stock-based compensation expense, research and development expenses for the twelve month period ended December 31, 2014 amounted to $1,179,000, a decrease of $24,000, or 2%, from $1,203,000 recorded in the same period in 2013. The decrease in 2014 was mainly attributable to lower wages and less spending on developmental components and materials.
In June 2014, our chief technology officer left the Company for personal reasons. Since his expertise was related to gear technology and the IsoTorque differential, and we have recently de-emphasized our differential development efforts to shift resources toward our other technologies, we are not planning to refill this position for the foreseeable future.
General and administrative expense for the year ended December 31, 2014 amounted to $1,440,000 compared to $1,532,000 for 2013. Non-cash stock-based compensation expense attributable to stock options for the twelve months ended December 31, 2014 was $235,000, a decrease of $307,000 from $542,000 for the twelve months ended December 31, 2013 that primarily resulted from the revaluation of unvested options for a director who resigned from the board during the first quarter of 2014, as well as the completion of expensing for certain options that had met their vesting milestones. Excluding the non-cash stock-based compensation expense, general and administrative expense for 2014 amounted to $1,205,000 compared to $990,000 in 2013. The increase of $215,000, or 22%, was primarily related to non-cash payroll expense accrual adjustments that were credits to expense in 2013 as well as higher external legal costs, offset in part by lower outside accounting fees and lower wages.
The loss from operations for the twelve month period ended December 31, 2014 was $2,636,000, compared with a loss from operations in 2013 of $2,828,000. Other income increased from $19,000 in 2013 to $33,000 in 2014, mainly resulting from higher interest income as a result of higher average cash balances, as well as lower interest expense related to lower balances in notes payable. In conjunction with the issuance of the 25,000,000 shares of Series C-2 Preferred stock in March 2014, we recorded a non-cash charge of $4,250,000 related to the beneficial conversion feature of such stock. Preferred stock dividends amounted to $264,000 in each of 2014 and 2013.
The net loss attributable to common stockholders for the year ended December 31, 2014 was $7,117,000 as compared to a net loss for the same period in 2013 of $3,073,000. The weighted average diluted common shares outstanding amounted to 45,716,000 for each of the twelve month periods ended December 31, 2014 and 2013. Diluted net loss per common share for the twelve month periods ended December 31, 2014 and 2013 was $0.16 and $0.07, respectively.
(D) Liquidity and Capital Resources
As of December 31, 2014, cash and cash equivalents totaled $3,724,000, an increase of $2,652,000 from the beginning of the year. During the twelve months ended December 31, 2014, we used $2,267,000 of cash in operating activities, relatively consistent with the $2,237,000 spent during the same period in 2013. A reported net loss of $2,603,000 in 2014, offset in part mainly by depreciation and non-cash stock-based compensation expense, resulted in cash used in operating activities amounting to $2,267,000 for the year ended December 31, 2014. A reported net loss of $2,809,000 for 2013, offset in part mainly by non-cash stock-based compensation of $635,000, resulted in cash used in operating activities amounting to $2,237,000 for the twelve month period ended December 31, 2013.
We generated a net of $13,000 in cash from investing activities in 2014 mainly related to $70,000 in proceeds from the sale of two test vehicles, offset in part by cash used for the purchase of equipment and computer software, compared with a net usage of $127,000 in cash for investing activities in 2013 to purchase fixed assets, including certain vehicles to be used for testing differential prototypes, net of $17,000 in value received for the trade-in of a vehicle that was no longer being fully utilized.
During the twelve month period ended December 31, 2014, we generated a net of $4,906,000 from financing activities, resulting from $4,954,000 in net proceeds raised from the March 2014 private placement, offset in part by payments on outstanding notes payable. During the same twelve month period in 2013, we used $113,000 for financing activities pertaining to payments on outstanding notes payable.
Current Cash Outlook:
At December 31, 2014, we have stockholders' equity of $3,896,000, current liabilities of $114,000 and working capital of $3,625,000. We have been dependent upon equity financing and advances from stockholders to meet our obligations and sustain operations.
On March 28, 2014, we closed on a private placement transaction that generated gross proceeds of approximately $5,000,000, resulting from the issuance of 25,000,000 shares of Series C-2 Voting Convertible Preferred stock. Each Series C-2 Preferred share is convertible, at the holder's election, into one share of the Company's common stock, par value $0.01 per share. The proceeds from this transaction are being used to support the ongoing development and marketing of our core technologies and product initiatives.
Pursuant to the Series C-2 Preferred stock transaction in March 2014, we were required to use commercially reasonable efforts to raise $1,000,000, in a separate private placement or private placements, through the offer and sale of an additional Series C-3 Voting Convertible Preferred Stock, par value $0.01 per share. This effort was originally planned to take place within 180 days of the March 2014 transaction; however, we postponed the initiation of this additional equity raise in order to ensure that we would not jeopardize our ability to utilize certain of our net operating loss carryforwards in relation to Internal Revenue Code Section 382. The pricing of the Series C-3 Preferred Shares will be determined by the Board of Directors prior to the initial closing of the sale of those shares; however, pursuant to the terms of the Series C-2 Preferred stock transaction, the price of the Series C-3 Preferred Shares cannot be less than $0.25 per share. We are planning to conduct the sale of the Series C-3 Preferred Shares sometime in the near future, if market conditions of our stock improve. There can be no assurance, however, that we will be successful in raising this additional capital on the terms stipulated in the March 2014 transaction.
Presently, we anticipate that our cash requirements for the full year of 2015 will be in the range of approximately $2,500,000. Management believes that based upon our current cash position and the current outlook for our business operations, we will be able to continue operations through December 31, 2015.
(E) Critical Accounting Policies
Revenue Recognition
Our terms provide that customers are obligated to pay for products sold to them within a specified number of days from the date that title to the products is transferred to the customers. Our standard terms are typically net 30 days. We recognize revenue when transfer of title occurs, risk of ownership passes to a customer at the time of shipment or delivery depending on the terms of the agreement with a particular customer and collection is reasonably assured. The sale price of our products is substantially fixed and determinable at the date of the sale based upon purchase orders generated by a customer and accepted by us.
We occasionally enter into prototype development contracts with customers. In such cases, revenue is recognized using either (a) the proportional effort method based on the relationship of costs incurred to date to the total estimated cost to complete a contract, or (b) where appropriate, the milestone method, if milestones are clearly identifiable and substantive.
Income Taxes
We account for income taxes using the asset and liability method, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax bases of our assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
We account for uncertain tax positions using a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax benefits that meet the more-likely-than-not recognition threshold should be measured as the largest amount of tax benefits, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement in the financial statements. It is our policy to recognize interest and penalties related to income tax matters as general and administrative expenses. As of December 31, 2014, there was $0 accrued interest or penalties related to uncertain tax positions.
Stock-Based Compensation
Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 718-10 requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the requisite service period (generally the vesting period) in the consolidated financial statements based on their fair values on the grant date. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized. In addition, the realization of tax benefits in excess of amounts recognized for financial reporting purposes will be recognized as a financing activity in accordance with FASB ASC 718-10.
No tax benefits were attributed to the stock-based compensation expense because a valuation allowance was maintained for substantially all net deferred tax assets. We elected to adopt the alternative method of calculating the historical pool of windfall tax benefits as permitted by FASB ASC 718-10-65 (previously known as FASB Staff Position (FSP) No. SFAS 123(R)-c, "Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards"). This is a simplified method to determine the pool of windfall tax benefits that is used in determining the tax effects of stock compensation in the results of operations and cash flow reporting for awards that were outstanding as of the adoption of FASB ASC 718-10.
FASB ASC 505-50, "Equity-Based Payments to Non-Employees," requires all share-based payments to non-employees, including grants of stock options, to be recognized in the condensed consolidated financial statements as compensation expense generally over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black-Scholes valuation model, we periodically reassess the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and we adjust the expense recognized in the consolidated financial statements accordingly.
FASB ASC 718-20 requires that modifications of the terms or conditions of equity awards be treated as an exchange of the original award for a new award. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified.
Recently Issued Accounting Principles
In June 2014, the FASB issued ASU 2014-10, "Development Stage Entities:
Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation." This ASU amends FASB ASC Topic 915, Development Stage Entities, to remove all incremental financial reporting requirements for development stage entities, thereby improving financial reporting by reducing the cost and complexity associated with providing that information. The amendments in this ASU also eliminate an exception provided to development stage entities in FASB ASC 810 for determining whether an entity is a variable interest entity (VIE) on the basis of the amount of investment equity that is at risk. The amendments in this ASU remove the definition of development stage entity from the FASB ASC Master Glossary, thereby removing the financial reporting distinction between development stage entities and other entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (i) present inception-to-date information on the statements of income, cash flows, and shareholder equity, (ii) label the financial statements as those of a development stage entity, (iii) disclose a description of the development stage activities in which the entity is engaged, (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments also clarify that the guidance in FASB ASC 275, Risks and Uncertainties, is applicable to entities that have not yet commenced planned principal operations. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of FASB ASC 915 should be applied retrospectively, except for the clarification to FASB ASC 275, which should be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Earlier implementation is allowed for any period where the reporting entity's annual or interim financial statements have not yet been made available for issuance. Management elected to adopt this standard during the quarter ended June 30, 2014. The early adoption of this standard in the second quarter of 2014 resulted . . .
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