Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 |
Summary of Significant Accounting Policies [Abstract] | ' |
Description of Business | ' |
Description of Business |
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Active Power, Inc. and its subsidiaries (hereinafter referred to as “we”, “us”, “Active Power” or the “Company”) design, manufacture and sell our flywheel-based uninterruptible power supply (“UPS”) products and modular infrastructure solutions (“MIS”) which are designed to ensure continuity for data centers and other mission critical operations in the event of power disturbances. Our products and solutions are designed to deliver continuous conditioned (“clean”) power during power disturbances and outages, voltage surges and sags, and provide ride-through power in the event of a utility failure, supporting operations until utility power is restored or a longer term alternative power source, such as a diesel generator, is started. We sell our products globally through our direct sales force, manufacturer’s representatives, Original Equipment Manufacturer (“OEM”) channels and IT partners. Our current principal markets are the Americas, Europe Middle East and Africa (“EMEA”), and Asia. |
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We were founded as a Texas Corporation in 1992 and reincorporated in Delaware in 2000 prior to our initial public offering. Our headquarters are in Austin, Texas with international offices in the UK, Germany and China. |
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The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. |
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The accompanying consolidated financial statements have also been prepared on the assumption that the Company will continue to operate as a going concern. Accordingly assets and liabilities are recorded on the basis that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company’s history of operating losses and use of cash, in the absence of other factors, may cause uncertainty as to its ability to continue as a going concern. We have reviewed the current and prospective sources of liquidity, significant conditions and events and forecast financial results and concluded that we have adequate resources to continue to operate as a going concern. Our business plan and our assumptions around the adequacy of our liquidity are based on estimates regarding expected revenues and future costs. However, our revenues may not meet our projections or our costs may exceed our estimates. Further, our estimates may change and future events or developments may also affect our estimates. Any of these factors may change our expectation of cash usage in 2014 or significantly affect our level of liquidity, which may require us to seek additional financing or take other measures to reduce our operating costs in order to continue operating. These financial statements do not include any adjustments that might result from the Company not being able to continue as a going concern. |
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All common stock information and related share prices included in these notes to financial statements have been adjusted to reflect the five for one reverse stock split that occurred on December 21, 2012. |
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As previously disclosed in its September 5, 2013 press release and Form 8-K, the Company announced in error in April 2013 that it had entered into a strategic distribution agreement in China with Digital China Information Service Company Limited (“Digital China”). The actual party to this agreement is Qiyuan Network System Limited (“Qiyuan”). A Company employee in China represented to management that Qiyuan was a subsidiary of Digital China. Management subsequently discovered that the Company employee in China intentionally misrepresented the relationship between Qiyuan and Digital China. Qiyuan has no affiliation with Digital China. Due to this discovery, we restated our first quarter 2013 and second quarter 2013 results on Form 10-Q/A. |
Use of Estimates | ' |
Use of Estimates |
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The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Changes in the estimates or assumptions used by management could have a material impact upon reported amounts and our results of operations. |
Revenue Recognition | ' |
Revenue Recognition |
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In general, we recognize revenue when four criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the sales price is fixed or determinable; and (iv) collectability is reasonably assured. In general, revenue is recognized when revenue-generating transactions generally fall into one of the following categories of revenue recognition: |
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| ● | We recognize product revenue at the time of shipment for a significant portion of all products sold directly to customers and through distributors because title and risk of loss pass on delivery to the common carrier. Our customers and distributors do not have the right to return products. If title and risk of loss pass at some other point in time, we recognize such revenue for our customers when the product is delivered to the customer and title and risk of loss has passed. We may enter into bill-and-hold arrangements and when this happens delivery may not be occur, but other criteria are reviewed to determine proper timing of revenue recognition. | | | | | | | | | | |
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| ● | We recognize installation, service and maintenance revenue at the time the service is performed. | | | | | | | | | | |
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| ● | We recognize revenue associated with extended maintenance agreements (“EMAs”) over the life of the contracts using the straight-line method, which approximates the expected timing in which applicable services are performed. Amounts collected in advance of revenue recognition are recorded as a current liability in the deferred revenue line of the consolidated balance sheet or long-term liability based on the time from the balance sheet date to the future date of revenue recognition. | | | | | | | | | | |
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| ● | We recognize revenue on certain rental programs over the life of the rental agreement using the straight-line method. Amounts collected in advance of revenue recognition are recorded as a current or long-term liability based on the time from the balance sheet date to the future date of revenue recognition. | | | | | | | | | | |
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| ● | Shipping costs reimbursed by the customer are included in revenue. | | | | | | | | | | |
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When collectability is not reasonably assured, we defer revenue and will recognize revenue on a cost recovery basis as payments are received. |
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Multiple element arrangements (“MEAs”) are arrangements to sell products to customers frequently include multiple deliverables. Our most significant MEAs include the sale of one or more of our CleanSource UPS or CleanSource PowerHouse products, combined with one or more of the following products: design services, project management, commissioning and installation services, spare parts or consumables, and EMA’s. Delivery of the various products or performance of services within the arrangement may or may not coincide. Certain services related to design and consulting may occur prior to delivery of product and commissioning and installation typically take place within six months of product delivery, depending upon customer requirements. EMAs, consumables, and repair, maintenance or consulting services generally are delivered over a period of one to five years. In certain arrangements revenue recognized is limited to the amount invoiced or received that is not contingent on the delivery of future products and services. |
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When arrangements include multiple elements, we allocate revenue to each element based on the relative selling price and recognize revenue when the elements have standalone value and the four criteria for revenue recognition have been met. We establish the selling price of each element based on Vendor Specific Objective Evidence (“VSOE”) if available, Third Party Evidence (“TPE”) if VSOE is not available, or best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. We generally determine selling price based on amounts charged separately for the delivered and undelivered elements to similar customers in standalone sales of the specific elements. When arrangements include an EMA, we recognize revenue related to the EMA at the stated contractual price on a straight-line basis over the life of the agreement. |
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We allocate our MEAs primarily among revenues for internally manufactured products, externally manufactured ancillary products, and service revenues. We use VSOE to allocate our internally manufactured products, estimated based on a historical analysis of our sales for these products outside of an MEA. We use TPE to allocate externally manufactured ancillary equipment, as these items are generally a pass through from a third party vendor to our end customers. Finally, we use best estimate of selling prices to allocate revenues to the services elements, as some of these services are not sold individually. We estimate the selling price based on a historical analysis of all service revenues sold individually outside of an MEA. |
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Any taxes imposed by governmental authorities on our revenue-producing transactions with customers are shown in our consolidated statements of operations on a net-basis; that is, excluded from our reported revenues. |
Shipping and Handling Costs | ' |
Shipping and Handling Costs |
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We classify shipping and handling costs related to product sales as cost of revenue, and any payments from customers for shipping and handling are categorized in revenue. We classify shipping and handling costs associated with receiving production inventory as cost of product revenue. Any materials received or shipped which are related to our engineering, sales, marketing and administrative functions are classified as operating expenses. |
Cash Equivalents | ' |
Cash and Cash Equivalents |
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Investments with a contractual maturity of three months or less when purchased are classified as cash equivalents. |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments |
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Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to satisfy a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a fair value hierarchy is established, which categorizes the inputs used in measuring fair value as follows: |
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Level 1—Quoted prices in active markets for identical assets or liabilities. |
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Level 2—Significant observable inputs other than quoted prices in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. |
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Level 3—One or more significant inputs that are unobservable and supported by little or no market data. |
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Inputs are referred to as assumptions that market participants would use in pricing the asset or liability. The uses of inputs in the valuation process are categorized into a three-level fair value hierarchy. |
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Our financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and our revolving line of credit. We believe all of these financial instruments are recorded at amounts that approximate their current market values. |
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Our Level 1 assets consist of cash equivalents, which are primarily invested in money-market funds. These assets are classified as Level 1 because they are valued using quoted prices in active markets and other relevant information generated by market transactions involving identical assets and liabilities. |
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Our cash and cash equivalents include money-market funds for which the fair value was determined using Level 1 inputs and was $3.1 million as of December 31, 2013 and 2012. For cash and cash equivalents, accounts receivable, accounts payable and our revolving line of credit, the carrying amount approximates fair value because of the relative short maturity of those instruments. |
Allowance for Doubtful Accounts | ' |
Allowance for Doubtful Accounts |
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We estimate an allowance for doubtful accounts based on factors related to the credit risk of each customer. Historically, credit losses were minimal, primarily because the majority of our revenues were generated from large customers, primarily Caterpillar, Inc. (“Caterpillar”) and Hewlett Packard Corporation (“HP”). We perform credit evaluations of new customers and often require deposits, prepayments or use of bank instruments such as trade letters of credit or documentary collection to mitigate our credit risk. We write off uncollectable trade receivables, and record any recoveries of previous write offs against the allowance. Each reporting period we review our trade receivables for collectability and adjust the reserve adjust bad debt expense accordingly. Our standard terms are net 30 days, however we may have agreements with certain distributors that allow for more extended terms. |
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The following table summarizes the annual changes in our allowance for doubtful accounts (in thousands): |
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Balance at December 31, 2010 | | $ | 330 | | | | | | | | | |
Change in provision charged to expense | | | 9 | | | | | | | | | |
Write-off of uncollectible accounts | | | (2 | ) | | | | | | | | |
Balance at December 31, 2011 | | $ | 337 | | | | | | | | | |
Change in provision charged to expense | | | 151 | | | | | | | | | |
Write-off of uncollectible accounts | | | - | | | | | | | | | |
Balance at December 31, 2012 | | $ | 488 | | | | | | | | | |
Change in provision charged to expense | | | (139 | ) | | | | | | | | |
Write-off of uncollectible accounts | | | (36 | ) | | | | | | | | |
Balance at December 31, 2013 | | $ | 313 | | | | | | | | | |
Inventories | ' |
Inventories |
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Inventories are stated at the lower of cost or market, using the first-in-first-out method, and consisted of the following at December 31 (in thousands, net of allowances): |
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| | 2013 | | | 2012 | | | | | |
Raw materials | | $ | 4,521 | | | $ | 5,424 | | | | | |
Work in progress | | | 2,429 | | | | 2,186 | | | | | |
Finished goods | | | 5,070 | | | | 3,469 | | | | | |
| | $ | 12,020 | | | $ | 11,079 | | | | | |
Property and Equipment | ' |
Property and Equipment |
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Property and equipment is stated at cost and is depreciated using the straight-line method over the estimated useful lives of the assets, as follows (in years): |
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Equipment | | | 10-Feb | | | | | | | | | |
Demonstration units | | | 5-Mar | | | | | | | | | |
Computers and purchased software | | | 3-Feb | | | | | | | | | |
Furnitures and fixtures | | | 5-Feb | | | | | | | | | |
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Leasehold improvements are depreciated over the shorter of the life of the improvement or the remainder of the property lease term, including renewal options. Repairs and maintenance is expensed as incurred. |
Long-Lived Assets | ' |
Long-Lived Assets |
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Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, we compare the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets and is recorded in the period in which the determination was made. There was no impairment expense recognized for long-lived assets in 2013, 2012, or 2011. |
Patent Application Costs | ' |
Patent Application Costs |
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We have not capitalized patent application fees and related costs because of uncertainties regarding net realizable value of the technology represented by the existing patent applications and ultimate recoverability. All patent costs have been expensed through December 31, 2013. |
Accrued Expenses | ' |
Accrued Expenses |
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Accrued expenses consist of the following at December 31 (in thousands): |
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| | 2013 | | | 2012 | | | | | |
Compensation, severance and benefits | | $ | 2,685 | | | $ | 2,351 | | | | | |
Warranty liability | | | 529 | | | | 694 | | | | | |
Taxes | | | 483 | | | | 320 | | | | | |
Professional fees | | | 759 | | | | 502 | | | | | |
Other | | | 1,127 | | | | 1,081 | | | | | |
| | $ | 5,583 | | | $ | 4,948 | | | | | |
Warranty Liability | ' |
Warranty Liability |
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Generally, the warranty period for our power quality products is 12 months from the date of commissioning or 18 months from the date of shipment from Active Power, whichever period is shorter. Occasionally we offer longer warranty periods to certain customers. The warranty period for products sold to our primary OEM customer, Caterpillar, is 12 months from the date of shipment to the end-user, or up to 36 months from shipment from Active Power. This is dependent upon Caterpillar complying with our storage requirements for our products in order to preserve this warranty period beyond the standard 18-month limit. We provide for the estimated cost of product warranties at the time revenue is recognized and this accrual is included in accrued expenses and long term liabilities on the accompanying consolidated balance sheet. |
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Changes in the Company’s warranty liability are as follows (in thousands): |
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Balance at December 31, 2010 | | $ | 734 | | | | | | | | | |
Warranty expense | | | 742 | | | | | | | | | |
Warranty charges incurred | | | (863 | ) | | | | | | | | |
Balance at December 31, 2011 | | $ | 613 | | | | | | | | | |
Warranty expense | | | 1,294 | | | | | | | | | |
Warranty charges incurred | | | (1,152 | ) | | | | | | | | |
Balance at December 31, 2012 | | $ | 755 | | | | | | | | | |
Warranty expense | | | 589 | | | | | | | | | |
Warranty charges incurred | | | (782 | ) | | | | | | | | |
Balance at December 31, 2013 | | $ | 562 | | | | | | | | | |
Warranty liability included in accrued expenses | | $ | 529 | | | | | | | | | |
Long term warranty liability | | | 33 | | | | | | | | | |
Balance at December 31, 2013 | | $ | 562 | | | | | | | | | |
Long-Term Liabilities | ' |
Long-Term Liabilities |
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Long term liabilities consisted of the following at December 31 (in thousands): |
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| | 2013 | | | 2012 | | | | | |
Deferred revenue | | $ | 601 | | | $ | 533 | | | | | |
Technology licensing agreement | | | 88 | | | | 100 | | | | | |
Warranty liability | | | 33 | | | | 61 | | | | | |
Sublease deposits | | | 19 | | | | 19 | | | | | |
| | $ | 741 | | | $ | 713 | | | | | |
Stock-Based Compensation Expense | ' |
Stock-Based Compensation Expense |
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Total stock-based compensation expense relating to our equity plans in the twelve-month period ended December 31, 2013, 2012 and 2011 was $1.7 million, $1.4 million and $1.7 million, respectively. Our weighted average forfeiture rate was 18.9%, 17.0% and 15.3% for 2013, 2012 and 2011, respectively. Details of our stock-based compensation include the following (in thousands): |
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| | 2013 | | | 2012 | | | 2011 | |
Stock-based compensation expense by caption: | | | | | | | | | |
Cost of product revenue | | $ | 254 | | | $ | 216 | | | $ | 199 | |
Cost of service and other revenue | | | 116 | | | | 70 | | | | 79 | |
Research and development | | | 204 | | | | 153 | | | | 166 | |
Selling and marketing | | | 587 | | | | 484 | | | | 455 | |
General and administrative | | | 539 | | | | 486 | | | | 807 | |
| | $ | 1,700 | | | $ | 1,409 | | | $ | 1,706 | |
Stock-based compensation expense by type of award: | | | | | | | | | | | | |
Stock options | | $ | 1,488 | | | $ | 1,213 | | | $ | 1,707 | |
Restricted stock awards | | | 212 | | | | 196 | | | | (1 | ) |
| | $ | 1,700 | | | $ | 1,409 | | | $ | 1,706 | |
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We account for our stock-based compensation using Black Scholes option valuation model. Stock-based compensation cost is estimated at the grant date based on the fair-value of the award and is recognized as expense ratably over the requisite service period of the award. We develop our estimates of volatility, expected life, and forfeitures based on historical data and market information that can change significantly over time. We estimate stock price volatility based on implied and historical volatilities. Estimated option life and forfeiture rate assumptions are derived from historical data. The risk-free rates are based on the U.S. Treasury yield in effect at the time of grant. |
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Assumptions used in the Black-Scholes model for our stock plans are presented below: |
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| | 2013 | | | 2012 | | | 2011 | |
Weighted average expected life in years | | 6.35 years | | | 6.83 years | | | 6.22 years | |
Weighted average expected volatility | | | 76 | % | | | 77 | % | | | 76 | % |
Volatility Range | | | 75%-76 | % | | | 75%-78 | % | | | 75%-76 | % |
Risk-free interest rate range | | | 1.13%-2.38 | % | | | 0.63%-1.00 | % | | | 1.00%-2.25 | % |
Income Taxes | ' |
Income Taxes |
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We account for income taxes using the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not such assets will not be realized. 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. |
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We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon the ultimate settlement with the relevant tax authority. A number of years may elapse before a particular matter, for which we have recorded a liability, is audited and effectively settled. We review our tax positions quarterly and adjust the balance as new information becomes available. We classify interest accrued related to unrecognized tax benefits as interest expense. |
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We recognize and measure benefits for uncertain tax positions based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. At December 31, 2013 and 2012, the Company had no material unrecognized tax benefits. |
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The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2013, the Company had no accrued interest or penalties related to uncertain tax positions. |
Segment Reporting | ' |
Segment Reporting |
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Active Power’s chief operating decision maker allocates resources and assesses the performance of its power management product development and sales activities as one segment. |
Concentration of Credit Risk | ' |
Concentration of Credit Risk |
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Financial instruments which potentially subject Active Power to concentrations of credit risk consist of cash and cash equivalents, investments and accounts receivable. Active Power’s cash and cash equivalents and investments are placed with high credit quality financial institutions and issuers. Active Power performs credit evaluations of its customers’ financial condition prior to entering into commercial transactions. We generally require letters of credit or prepayments from higher-risk customers as deemed necessary to ensure collection. Our allowance for doubtful accounts is estimated based on factors related to the credit risk of each customer. Individual receivables are written off after they have been deemed uncollectible. We also purchase several components from sole source or limited source suppliers. |
Economic Dependence | ' |
Economic Dependence |
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We are significantly dependent on our relationships with Hewlett Packard Corporation (“Hewlett Packard”) and Caterpillar. If these relationships are unsuccessful or discontinue, our business and revenue may suffer. The loss of or a significant reduction in orders from Hewlett Packard or Caterpillar, or the failure to provide adequate service and support to the end-users of our products by Hewlett Packard or Caterpillar, could significantly reduce our revenue. Our operating results in the foreseeable future will continue to depend on the sales made by a relatively small number of customers, including Hewlett Packard and Caterpillar. |
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The following customers accounted for a significant percentage of Active Power’s total revenue during each of the years ended December 31: |
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| | 2013 | | | 2012 | | | 2011 | |
Caterpillar | | | 14 | % | | | 13 | % | | | 16 | % |
Hewlett Packard | | | 22 | % | | | 35 | % | | | 36 | % |
European based IT Customer | | | - | | | | 12 | % | | | - | |
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No other customer represented more than 10% of our revenues in any of the years reported. Caterpillar represented 23% of our outstanding accounts receivable at December 31, 2013. Hewlett Packard represented 23% of our outstanding receivables at December 31, 2012. In 2012, we had one additional customer from the EMEA region that represented more than 10% of our revenue. |
Advertising Costs | ' |
Advertising Costs |
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We expense advertising costs as incurred. These expenses were approximately $23,000, $36,000 and $90,000 in 2013, 2012 and 2011, respectively. |
Net Income (Loss) Per Share | ' |
Net (Loss) Per Share |
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The following table sets forth the computation of basic and diluted net loss per share (in thousands) for the years ended December 31: |
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| | 2013 | | | 2012 | | | 2011 | |
Net loss | | $ | (8,351 | ) | | $ | (1,922 | ) | | $ | (7,094 | ) |
Basic and diluted: | | | | | | | | | | | | |
Weighted-average shares of common stock outstanding used in computing basic and diluted net loss per share | | | 19,329 | | | | 18,584 | | | | 16,104 | |
Basic and diluted net loss per share | | $ | (0.43 | ) | | $ | (0.10 | ) | | $ | (0.44 | ) |
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The calculation of diluted net loss per share excludes 2,407,664, 1,882,584 and 1,943,648 shares of common stock issuable upon exercise of employee stock options as of December 31, 2013, 2012 and 2011, respectively, and 53,038 and 200,071 non-vested shares of common stock issuable upon exercise of restricted stock awards as of December 31, 2013 and 2012, respectively, because their inclusion in the calculation would be anti-dilutive. |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements |
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In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (AOCI). ASU 2013-02 requires a roll-forward of changes in AOCI by component and information about significant reclassifications from AOCI to Net earnings to be presented in one location, either on the face of the financial statements or in the notes. This new guidance is effective for fiscal years beginning after December 15, 2012 and subsequent interim periods. The requirements of ASU 2013-02 did not have a material impact on our consolidated financial statements. The only reclassification from AOCI to net earnings in 2013 was in relation to the settlement of translation on a liquidated subsidiary which was less than $0.1 million and was reflected in other income (expense), net, in the consolidated statement of operations. |
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In March 2013, the FASB issued ASU 2013-05, “Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” ASU 2013-05 clarifies the application of GAAP to the release of cumulative translation adjustments related to changes of ownership in or within foreign entities, including step acquisitions. This new guidance is effective for annual reporting periods beginning on or after December 15, 2013 and subsequent interim periods. We do not anticipate this pronouncement to have a material impact on our consolidated financial statements. |
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In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU 2013-11 clarifies guidance and eliminates diversity in practice on the presentation of unrecognized tax benefits when a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward exists at the reporting date. This new guidance is effective for annual reporting periods beginning on or after December 15, 2013 and subsequent interim periods. We are currently assessing the impact, if any, on our consolidated financial statements. |