Flux Power Holdings, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

12 Months Ended

Jun. 30, 2024

Accounting Changes and Error Corrections [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 15 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

As described in Note 2 – Restatement of Previously Issued Financial Statements, and as further described below, in connection with the preparation of its consolidated financial statements as of and for the year ended June 30, 2024, the Company identified multiple prior-period misstatements that were improperly accounted for in its previously issued audited consolidated financial statements for the fiscal years ended June 30, 2023 and 2022.

The nature of the restatement adjustments and their impact on previously reported consolidated financial statements are as follows:

(a) Inventories. The Company did not properly evaluate its calculation of its excess and obsolescence reserve on its finished goods and raw materials inventories, resulting in an overstatement of inventories of $926,000 and $764,000 as of June 30, 2023 and 2022, respectively, an understatement of accumulated deficit of $521,000 as of June 30, 2021, and an understatement of cost of sales of $162,000 and $243,000 for the years ended June 30, 2023, and 2022, respectively. In addition, certain inventory components were not properly recorded at the lower of cost or net realizable value, resulting in an overstatement of inventories of $781,000 and $607,000 as of June 30, 2023 and 2022, respectively, an understatement of accumulated deficit of $296,000 as of June 30, 2021, and an understatement of cost of sales of $174,000 and $311,000 for the years ended June 30, 2023 and 2022, respectively. Further, certain loaner service packs and consigned inventory were not reconciled in a timely manner, resulting in an overstatement of inventories of $670,000 and $210,000 as of June 30, 2023 and 2022, respectively, and an understatement of cost of sales of $460,000 and $210,000 for the years ended June 30, 2023 and 2022, respectively. Additionally, the Company did not properly present inventory write downs on the consolidated statement of cash flows resulting in an understatement of inventory write downs of $354,000 and $111,000 and corresponding overstatement of changes in inventories of $354,000 and $111,000 on the consolidated statement of cash flows for the years ended June 30, 2023 and 2022, respectively.

(b) Revenues. The Company did not properly recognize revenue in the periods in which the related performance obligations were satisfied for a certain contract with a customer, resulting in an understatement of revenues of $151,000 for the year ended June 30, 2023 and a corresponding understatement of accounts receivable of $151,000 as of June 30, 2023.

(c) Expense classification. The Company improperly recorded various inventory write downs to research and development expenses although such expenses did not meet the classification criteria for research and development under ASC 730, resulting in an overstatement of research and development expenses and a corresponding understatement of cost of sales of $208,000 and $828,000 for the years ended June 30, 2023 and 2022, respectively.

(d) Other. The Company had various clearing accounts that were not reconciled in a timely manner, resulting in an understatement of accounts payable of $137,000 as of June 30, 2023, overstatement of inventories of $461,000 and $241,000 as of June 30, 2023 and 2022, respectively, an understatement of accumulated deficit of $141,000 as of June 30, 2021, and understatement of cost of sales of $357,000 and $100,000 for the years ended June 30, 2023 and 2022, respectively.

(e) Cash flow presentation of debt issuance cost in the form of issued Company stock warrants. The Company erroneously presented $253,000 of debt issuance cost incurred in conjunction with credit facility arrangements made during the year ended June 30, 2022 as fair value of warrants issued, an adjustment to reconcile net loss to cash used in operating activities in the Company’s consolidated statement of cash flows for the year ended June 30, 2022. As debt issuance costs are recorded as a current asset, the presentation overstated items reconciling net loss to cash used in operating activities and understated the change in other assets in the consolidated statement of cash flows. Additionally, the Company improperly omitted the non-cash disclosure related to the issuance of warrants within the supplemental disclosures of non-cash investing and financing activities for the year ended June 30, 2022.

Below are the restated consolidated balance sheets as of June 30, 2023 and 2022, and the restated consolidated statements of operations, statements of stockholders’ equity and statements of cash flows for each of the years ended June 30, 2023 and 2022 that summarize the effects of the restatement.

FLUX POWER HOLDINGS, INC.

CONSOLIDATED BALANCE SHEET

	As previously reported			Restatement adjustments			Reference	As restated
	June 30, 2023
	As previously reported			Restatement adjustments			Reference	As restated
ASSETS

Current assets:
Cash	$	2,379,000		$	–			$	2,379,000
Accounts receivable ^(b)		8,649,000			151,000		(b)		8,800,000
Inventories, net ^(a)(d)		18,996,000			(2,838,000	)	(a) (d)		16,158,000
Other current assets		918,000			-				918,000
Total current assets		30,942,000			(2,687,000	)			28,255,000

Right of use asset		2,854,000			–				2,854,000
Property, plant and equipment, net		1,789,000			–				1,789,000
Other assets		120,000			–				120,000

Total assets	$	35,705,000		$	(2,687,000	)		$	33,018,000

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable ^(b)(d)	$	9,735,000		$	137,000		(d)	$	9,872,000
Accrued expenses		3,181,000			–				3,181,000
Line of credit		9,912,000			–				9,912,000
Deferred revenue		131,000			–				131,000
Customer deposits		82,000			–				82,000
Finance leases payable, current portion		143,000			–				143,000
Office leases payable, current portion		644,000			–				644,000
Accrued interest		2,000			–				2,000
Total current liabilities		23,830,000			137,000				23,967,000

Long term liabilities:
Finance leases payable, less current portion		273,000			–				273,000
Office leases payable, less current portion		2,055,000			–				2,055,000

Total liabilities		26,158,000			137,000				26,295,000

Stockholders’ equity:
Preferred stock, $0.001 par value; 500,000 shares authorized; none issued and outstanding		-			-				-
Common stock, $0.001 par value; 30,000,000 shares authorized; 16,462,215 shares issued and outstanding		16,000			–				16,000
Additional paid-in capital		98,086,000			–				98,086,000
Accumulated deficit ^(a)(b)(d)		(88,555,000	)		(2,824,000	)	(a) (b) (d)		(91,379,000	)
Total stockholders’ equity		9,547,000			(2,824,000	)			6,723,000
Total liabilities and stockholders’ equity	$	35,705,000		$	(2,687,000	)		$	33,018,000

FLUX POWER HOLDINGS, INC.

CONSOLIDATED BALANCE SHEET

	As previously reported			Restatement adjustments			Reference	As restated
	June 30, 2022
	As previously reported			Restatement adjustments			Reference	As restated
ASSETS

Current assets:
Cash	$	485,000		$	–			$	485,000
Accounts receivable		8,609,000			–				8,609,000
Inventories, net ^(a)(d)		16,262,000			(1,822,000	)	(a) (d)		14,440,000
Other current assets		1,261,000			–				1,261,000
Total current assets		26,617,000			(1,822,000	)			24,795,000

Right of use asset		2,597,000			–				2,597,000
Property, plant and equipment, net		1,578,000			–				1,578,000
Other assets		89,000			–				89,000

Total assets	$	30,881,000		$	(1,822,000	)		$	29,059,000

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	6,645,000		$	–			$	6,645,000
Accrued expenses		2,209,000			–				2,209,000
Line of credit		4,889,000			–				4,889,000
Deferred revenue		163,000			–				163,000
Customer deposits		175,000			–				175,000
Office leases payable, current portion		504,000			–				504,000
Accrued interest		1,000			–				1,000
Total current liabilities		14,586,000			–				14,586,000

Long term liabilities:
Office leases payable, less current portion		2,361,000			–				2,361,000

Total liabilities		16,947,000			–				16,947,000

Stockholders’ equity:
Preferred stock, $0.001 par value; 500,000 shares authorized; none issued and outstanding		-			-				-
Preferred stock value		-			-				-
Common stock, $0.001 par value; 30,000,000 shares authorized; 15,996,658 shares issued and outstanding		16,000			–				16,000
Common stock value		16,000			–				16,000
Additional paid-in capital		95,732,000							95,732,000
Accumulated deficit ^(a)(d)		(81,814,000	)		(1,822,000	)	(a) (d)		(83,636,000	)
Total stockholders’ equity		13,934,000			(1,822,000	)			12,112,000
Total liabilities and stockholders’ equity	$	30,881,000		$	(1,822,000	)		$	29,059,000

FLUX POWER HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	As previously reported			Restatement adjustments			Reference	As restated
	Year ended June 30, 2023
	As previously reported			Restatement adjustments			Reference	As restated
Revenues ^(b)	$	66,337,000		$	151,000		(b)	$	66,488,000
Cost of sales ^(a)(c)(d)		49,237,000			1,361,000		(a) (c) (d)		50,598,000

Gross profit		17,100,000			(1,210,000	)			15,890,000

Operating expenses:
Selling and administrative		17,620,000			–				17,620,000
Research and development ^(c)		4,890,000			(208,000	)	(c)		4,682,000
Total operating expenses		22,510,000			(208,000	)			22,302,000

Operating loss		(5,410,000	)		(1,002,000	)			(6,412,000	)

Other income (expense):
Other income		8,000			–				8,000
Interest income (expense), net		(1,339,000	)		–				(1,339,000	)

Net loss	$	(6,741,000	)	$	(1,002,000	)		$	(7,743,000	)

Net loss per share - basic and diluted	$	(0.42	)	$	(0.06	)		$	(0.48	)

Weighted average number of common shares outstanding - basic and diluted		16,055,256			16,055,256				16,055,256

	As previously reported			Restatement adjustments			Reference	As restated
	Year ended June 30, 2022
	As previously reported			Restatement adjustments			Reference	As restated
Revenues	$	42,333,000		$	–			$	42,333,000
Cost of sales ^(a)(c)(d)		35,034,000			1,692,000		(a) (c) (d)		36,726,000

Gross profit		7,299,000			(1,692,000	)			5,607,000

Operating expenses:
Selling and administrative		15,515,000			–				15,515,000
Research and development ^(c)		7,141,000			(828,000	)	(c)		6,313,000
Total operating expenses		22,656,000			(828,000	)			21,828,000

Operating loss		(15,357,000	)		(864,000	)			(16,221,000	)

Other income (expense):
Interest income (expense), net		(252,000	)		–				(252,000	)

Net loss	$	(15,609,000	)	$	(864,000	)		$	(16,473,000	)

Net loss per share - basic and diluted	$	(1.01	)	$	(0.06	)		$	(1.07	)

Weighted average number of common shares outstanding - basic and diluted		15,439,530			15,439,530				15,439,530

FLUX POWER HOLDING, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

	Reference	Shares		Capital Stock Amount		Additional Paid-in Capital		Accumulated Deficit			Total
		Common Stock
	Reference	Shares		Capital Stock Amount		Additional Paid-in Capital		Accumulated Deficit			Total
As previously reported
Balance, June 30, 2022			15,996,658	$	16,000	$	95,732,000	$	(81,814,000	)	$	13,934,000
Issuance of common stock and warrants - registered direct offering, net of costs
Issuance of common stock and warrants - registered direct offering, net of costs, shares
Issuance of common stock – public offering, net of costs			355,309		–		1,556,000		–			1,556,000
Issuance of common stock – exercised options and RSU settlement			110,248		–		–		–			–
Fair value of warrants issued
Stock-based compensation			–		–		798,000		–			798,000
Net loss			–		–		–		(6,741,000	)		(6,741,000	)
Balance, June 30, 2023			16,462,215		16,000		98,086,000		(88,555,000	)		9,547,000

Adjustments
Balance, June 30, 2022 ^(a)(d)	(a) (d)		–		–		–		(1,822,000	)		(1,822,000	)
Net loss ^{(a) (b) (d)}	(a) (b) (d)		–		–		–		(1,002,000	)		(1,002,000	)
Balance, June 30, 2023			–		–		–		(2,824,000	)		(2,824,000	)

As restated
Balance, June 30, 2022			15,996,658		16,000		95,732,000		(83,636,000	)		12,112,000
Issuance of common stock – public offering, net of costs			355,309		–		1,556,000		–			1,556,000
Issuance of common stock – exercised options and RSU settlement			110,248		–		–		–			–
Stock-based compensation			–		–		798,000		–			798,000
Net loss			–		–		–		(7,743,000	)		(7,743,000	)
Balance, June 30, 2023			16,462,215	$	16,000	$	98,086,000	$	(91,379,000	)	$	6,723,000

FLUX POWER HOLDING, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

	Reference	Shares		Capital Stock Amount		Additional Paid-in Capital		Accumulated Deficit			Total
		Common Stock
	Reference	Shares		Capital Stock Amount		Additional Paid-in Capital		Accumulated Deficit			Total
As previously reported
Balance, June 30, 2021			13,652,164	$	14,000	$	79,197,000	$	(66,205,000	)	$	13,006,000
Issuance of common stock and warrants - registered direct offering, net of costs			2,142,860		2,000		13,969,000		–			13,971,000
Issuance of common stock – public offering, net of costs			190,782		–		1,602,000		–			1,602,000
Issuance of common stock - exercised options and RSU settlement			10,852		–		–		–			–
Fair value of warrants issued			–		–		253,000		–			253,000
Stock-based compensation			–		–		711,000		–			711,000
Net loss			–		–		–		(15,609,000	)		(15,609,000	)
Balance, June 30, 2022			15,996,658		16,000		95,732,000		(81,814,000	)		13,934,000

Adjustments
Balance, June 30, 2021 ^(a)(d)	(a) (d)		–		–		–		(958,000	)		(958,000	)
Net loss ^(a)(d)	(a) (d)		–		–		–		(864,000	)		(864,000	)
Balance, June 30, 2022			–		–		–		(1,822,000	)		(1,822,000	)

As restated
Balance, June 30, 2021			13,652,164		14,000		79,197,000		(67,163,000	)		12,048,000
Balance			13,652,164		14,000		79,197,000		(67,163,000	)		12,048,000
Issuance of common stock and warrants - registered direct offering, net of costs			2,142,860		2,000		13,969,000		–			13,971,000
Issuance of common stock – public offering, net of costs			190,782		–		1,602,000		–			1,602,000
Issuance of common stock - exercised options and RSU settlement			10,852		–		–		–			–
Fair value of warrants issued			–		–		253,000		–			253,000
Stock-based compensation			–		–		711,000		–			711,000
Net loss			–		–		–		(16,473,000	)		(16,473,000	)
Balance, June 30, 2022			15,996,658	$	16,000	$	95,732,000	$	(83,636,000	)	$	12,112,000
Balance			15,996,658	$	16,000	$	95,732,000	$	(83,636,000	)	$	12,112,000

FLUX POWER HOLDING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	As previously reported			Restatement adjustments			Reference	As restated
	Year ended June 30, 2023
	As previously reported			Restatement adjustments			Reference	As restated
Cash flows from operating activities:
Net loss ^(a)(b)(d)	$	(6,741,000	)	$	(1,002,000	)	(a) (b) (d)	$	(7,743,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		899,000			–				899,000
Stock-based compensation		798,000			–				798,000
Fair value of warrants issued as debt discount cost
Amortization of debt issuance costs		482,000			–				482,000
Non-cash lease expense		512,000			–				512,000
Inventory write downs ^(a)		–			690,000		(a)		690,000
Changes in operating assets and liabilities:
Accounts receivable ^(b)		(40,000	)		(151,000	)	(b)		(191,000	)
Inventories ^(a)(d)		(2,734,000	)		326,000		(a) (d)		(2,408,000	)
Other assets		(170,000	)		–				(170,000	)
Accounts payable ^(b)(d)		3,090,000			137,000		(d)		3,227,000
Accrued expenses		972,000			–				972,000
Accrued interest		(32,000	)		–				(32,000	)
Office leases payable		1,000			–				1,000
Deferred revenue		(518,000	)		–				(518,000	)
Customer deposits		(93,000	)		–				(93,000	)
Net cash used in operating activities		(3,574,000	)		–				(3,574,000	)

Cash flows from investing activities:
Purchases of equipment		(1,032,000	)		–				(1,032,000	)
Proceeds from sale of fixed assets		8,000			–				8,000
Net cash used in investing activities		(1,024,000	)		–				(1,024,000	)

Cash flows from financing activities:
Proceeds from the issuance of common stock in registered direct offering, net of offering costs
Proceeds from the issuance of common stock in public offering, net of offering costs		1,556,000			–				1,556,000
Proceeds from revolving line of credit		63,400,000			–				63,400,000
Payment of revolving line of credit		(58,377,000	)		–				(58,377,000	)
Payment of finance leases		(87,000	)		–				(87,000	)
Net cash provided by financing activities		6,492,000			–				6,492,000

Net change in cash		1,894,000			–				1,894,000
Cash, beginning of period		485,000			–				485,000
Cash, end of period	$	2,379,000		$	–			$	2,379,000

Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Initial right of use asset recognition	$	855,000		$	–			$	855,000
Common stock issued for vested RSUs	$	417,000		$	–			$	417,000

Supplemental cash flow information:
Interest paid	$	1,127,000		$	–			$	1,127,000

FLUX POWER HOLDING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	As previously reported			Restatement adjustments			Reference	As restated
	Year ended June 30, 2022
	As previously reported			Restatement adjustments			Reference	As restated
Cash flows from operating activities:
Net loss ^(a)(d)	$	(15,609,000	)	$	(864,000	)	(a) (d)	$	(16,473,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		575,000			–				575,000
Stock-based compensation		711,000			–				711,000
Fair value of warrants issued as debt discount cost		253,000			(253,000	)	(e)		–
Non-cash lease expense		438,000			–				438,000
Inventory write downs ^(a)		61,000			604,000		(a)		665,000
Changes in operating assets and liabilities: ^(a)
Accounts receivable		(2,512,000	)		–				(2,512,000	)
Inventories ^(a)(d)		(5,810,000	)		260,000		(a) (d)		(5,550,000	)
Other assets		(802,000	)		253,000		(e)		(549,000	)
Accounts payable		(530,000	)		–				(530,000	)
Accrued expenses		(374,000	)		–				(374,000	)
Accrued interest		139,000			–				139,000
Office leases payable		(1,000	)		–				(1,000	)
Deferred revenue		(436,000	)		–				(436,000	)
Customer deposits		4,000			–				4,000
Net cash used in operating activities		(23,893,000	)		–				(23,893,000	)

Cash flows from investing activities:
Purchases of equipment		(797,000	)		–				(797,000	)
Net cash used in investing activities		(797,000	)		–				(797,000	)

Cash flows from financing activities:
Proceeds from the issuance of common stock in registered direct offering, net of offering costs		13,971,000			–				13,971,000
Proceeds from the issuance of common stock in public offering, net of offering costs		1,602,000			–				1,602,000
Proceeds from revolving line of credit		8,450,000			–				8,450,000
Payment of revolving line of credit		(3,561,000	)		–				(3,561,000	)
Net cash provided by financing activities		20,462,000			–				20,462,000
		-
Net change in cash		(4,228,000	)		–				(4,228,000	)
Cash, beginning of period		4,713,000			–				4,713,000
Cash, end of period	$	485,000		$	–			$	485,000

Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Common stock issued for vested RSUs	$	21,000		$	–			$	21,000
Warrants issued in connection with borrowing agreements, recorded as debt issuance cost	$	–		$	253,000		(e)	$	253,000

Supplemental cash flow information:
Interest paid	$	151,000		$	-			$	151,000