SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 8, 2020
DPW HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of
incorporation or organization)
|(Commission File Number)||(I.R.S. Employer Identification No.)|
201 Shipyard Way, Suite E, Newport Beach, CA 92663
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||
|Name of each exchange on which registered|
|Common Stock, $0.001 par value||DPW||NYSE American|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
|ITEM 7.01||REGULATION FD DISCLOSURE|
On October 8, 2020, DPW Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing that its wholly owned subsidiary, Coolisys Technologies Corp. (“Coolisys”), has released the details of its new Energy Storage System (“ESS”) product line which can be coupled with Photovoltaic (“PV”) solar systems or can be used off-grid, grid-tied or as a string inverter. The ESS product is designed for a wide range of applications, including off-grid, self-consumption, net-metering, power backup and time-of-use optimization.
The Company will host its Second Annual Investor Day Conference and Webcast at 10:00 a.m. PT on October 8, 2020, to discuss the contents of a presentation prepared by the Company (the “Investor Day Presentation”). The Investor Day Presentation provides the Company’s current holdings and strategic goals, as well as a corporate overview from each of the Company’s subsidiaries including Coolisys, Gresham Worldwide, Inc., and Ault Alliance, Inc.
A copy of the press release and the Investor Day Presentation are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information under this item, Exhibits 99.1 and 99.2, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
Where You Can Find Additional Information
Investors and security holders will be able to obtain documents filed with the Securities and Exchange Commission free of charge at the Commission’s website, www.sec.gov. Security holders may also read and copy any reports, statements and other information filed by the Company with the Commission, at the SEC public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the Commission at 1-800-SEC-0330 or visit the Commission’s website for further information on its public reference room.
|ITEM 9.01||FINANCIAL STATEMENTS AND EXHIBITS|
|99.1||Press release issued on October 8, 2020.|
|99.2||Investor Day Presentation|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|DPW HOLDINGS, INC.|
|Dated: October 8, 2020||
/s/ Henry Nisser
Executive Vice President and General Counsel
DPW Holdings’ Coolisys Power Electronics Business Announces New Energy Storage System (ESS) Product Line
New ESS Provides Comprehensive Solution for Home and Small Businesses
Newport Beach, CA, October 8, 2020 -- DPW Holdings, Inc. (NYSE American: DPW) a diversified holding company (“DPW” or the “Company”) announced today that Coolisys Technologies, Corp. (“Coolisys”), its power electronics business, has released the details of its new Energy Storage System (ESS) product line, that the Company believes is well-suited for homes and small commercial buildings. The new ESS solution can be coupled with Photovoltaic (“PV”) solar systems or can be used off-grid, grid-tied or as a string inverter.
The new ESS product is comprised of three major elements including a hybrid inverter to support a wide-range of deployment scenarios, a battery pack for energy storage and a data logger featuring a web-based monitoring portal. The Coolisys hybrid inverter supports a load up to 5.5kW off-grid and 7kW grid-tied. The ESS product is designed for a wide range of applications, including off-grid, self-consumption, net-metering, power backup and time-of-use optimization.
The battery pack features an energy storage system with either one cabinet that can store power of up to 12kWh or two cabinets that can store up to 24kWh. The lithium ferrite phosphate battery pack is ideal for extreme conditions including those in rural or isolated locations.
The web-based monitoring portal provides remote access for system maintenance and performance monitoring.
Coolisys’ President and CEO, Amos Kohn said, “We are pleased to announce the introduction of a new comprehensive Energy Storage System to the Coolisys product portfolio. This new solution is well-positioned to address the rapid expansion of PV solar systems for private homes and small businesses. Our ESS improves the stability and reliability of power from a renewable energy source and during grid interruptions.” Mr. Kohn concluded, “Entering the energy storage market expands the breadth of our product offerings as we continue to build on our strong reputation for delivering high-reliability power solutions designed to serve emerging markets.”
For more information, DPW recommends that stockholders, investors and any other interested parties read the Company’s public filings and press releases available under the Investor Relations section at www.DPWHoldings.com or available at www.sec.gov.
About DPW Holdings, Inc.
DPW Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW’s headquarters are located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663; www.DPWHoldings.com.
This press release contains “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at www.DPWHoldings.com.
IR@DPWHoldings.com or 1-888-753-2235
DPW Holdings, Inc Second Annual Investor Day October 8, 2020
SAFE HARBOR STATEMENT This presentation and other written or oral statements made from time to time by representatives of DPW Holdings, Inc. (somet ime s referred to as “DPW”) contain “forward - looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934. Forward - looking statements reflect the current view about future events. Statements that are not historical in natu re, such as forecasts for the industry in which we operate, and which may be identified by the use of words like “expects,” “assumes,” “projects,” “anticip ate s,” “estimates,” “we believe,” “could be,” "future" or the negative of these terms and other words of similar meaning, are forward - looking statements. Such sta tements include, but are not limited to, statements contained in this presentation relating to our business, business strategy, expansion, growth, product s a nd services we may offer in the future and the timing of their development, sales and marketing strategy and capital outlook. Forward - looking statements are bas ed on management’s current expectations and assumptions regarding our business, the economy and other future conditions and are subject to inherent risks, uncertainties and changes of circumstances that are difficult to predict and may cause actual results to differ materially from those contemplated or express ed. We caution you therefore against relying on any of these forward - looking statements. These risks and uncertainties include those risk factors discussed i n Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10 - K for the fiscal year ended December 31, 2019 (the “2019 Annual Report”) and other information cont ained in subsequently filed current and periodic reports, each of which is available on our website and on the Securities and Exchange Commission’s we bsite ( www.sec.gov ). Any forward - looking statements are qualified in their entirety by reference to the factors discussed in the 2019 Annual Report. Shou ld one or more of these risks or uncertainties materialize (or in certain cases fail to materialize), or should the underlying assumptions prove incorrect, ac tua l results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Important factors that could cause actual results to differ materially from those in the forward looking statements include: a d ecline in general economic conditions nationally and internationally; decreased demand for our products and services; market acceptance of our products; th e ability to protect our intellectual property rights; impact of any litigation or infringement actions brought against us; competition from other pro vid ers and products; risks in product development; inability to raise capital to fund continuing operations; changes in government regulation, the ability to compl ete customer transactions and capital raising transactions. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us t o p redict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward - looking statements to conform these statements to actual results. All forecasts are provided by management in this presentation and are based on information available to us at this time and m ana gement expects that internal projections and expectations may change over time. In addition, the forecasts are based entirely on management’s best estimate of our future financial performance given our current contracts, current backlog of opportunities and conversations with new and existing customers a bou t our products.
Second Annual Investor Day Agenda AGENDA Agenda 3 Confidential and Proprietary – DPW Holdings, Inc. • Welcoming remarks and holding company overview presented by Milton “Todd” Ault, III and Will Horne • Gresham Worldwide defense business presented by Jonathan Read and Tim Long • Coolisys Technologies power solutions business and EV Charger developments presented by Amos Kohn • Ault Alliance, Inc. lending, eCommerce, media and investments, presented by Darren Magot • Wrap up with Milton “Todd” Ault, III, Will Horne and Ken Cragun
Overview of our company model and strategy Raise capital to fund growth, increase lending activities and make potential acquisitions Shareholder value expected to increase through growth or strategic transactions Current focus on defense and aerospace, power solutions, lending COMPANY OVERVIEW Holding Company structure and focus Strategy 4 Confidential and Proprietary – DPW Holdings, Inc. • Key business units to operate with more autonomy • Provide the structure to raise, allocate, deploy and manage significant permanent capital • Raise capital to fund growth of subsidiaries • Provide the wherewithal to purchase companies we believe we can operate more effectively than incumbent management • Focus on opportunities with large addressable markets • Gresham Worldwide defense business led by Jonathan Read and Tim Long with announced new board of directors • Coolisys Technologies power solutions business led by Amos Kohn • Ault Alliance, Inc. lending, eCommerce, media and investments, led by Darren Magot
Who We Are: • Milton “Todd” Ault III – Chairman and CEO* • William Horne – Vice Chairman and President* • Henry Nisser – Director, EVP and General Counsel* • Kenneth Cragun – Chief Financial Officer • Darren Magot – Head of Operations • David Katzoff – Senior VP of Finance • Joe Spaziano – CTO DPW Holdings, Inc. Gresham Worldwide (CEO JR Read) Microphase Corporation Gresham Power Electronics Ltd. Enertec Systems 2001 Ltd. Coolisys Technologies (CEO Amos Kohn) Digital Power Corporation Ault Alliance Inc. (CEO Darren Magot) Digital Power Lending Media Ecommerce Breakdown of DPW Holdings, Inc. COMPANY OVERVIEW 5 What It Is: DPW is a holding company managed by a team of seasoned Wall Street professionals with over 75 years of cumulative experience in private equity, venture capital and activism Why DPW Holdings, Inc: We are a diversified holding company acquiring undervalued assets and disruptive technologies with a global impact Defense & Aerospace $930 billion addressable market Power Supplies $25 billion addressable market FinTech $130 billion addressable market * Milton, William and Henry comprise the DPW Executive Committee
Defense Power Solutions Financial & Digital An overview of DPW’s current holdings and strategic goals COMPANY OVERVIEW 6 Category : High - reliability technology solutions for defense, medical, telecom Strategy : Raise c apital to execute on significant backlog. Possible acquisitions. Companies : Category : Power electronics products Strategy : Continue providing value added solutions and expand sales and distribution capabilities. Grow new market for EV chargers. Companies/Brands : Category : Licensed California Finance Lender, eCommerce, media and investments Strategy : F und lending activity and develop FinTech capabilities. Grow eCommerce and digital learning initiatives. Companies/Initiatives :
Update on MTIX/MLSE backlog COMPANY OVERVIEW 7 Update on MTIX/MLSE backlog • Contract for $48 million, representing 24 MLSE units • Production has been delayed by funding issues • Working with manufacturing partners to resume production • DPW will provide update in December 2020
Corporate Overview October 2020
OVERVIEW Melds 3 established companies into provider of high quality, highly reliable bespoke technology solutions for mission critical applications in defense, medical and telecommunications verticals Builds on strong, long term relationships with “blue chip” customers in defense, aerospace and commercial sectors across the globe Generates revenue from substantial backlog of orders with definite delivery dates for fulfillment of solutions engineered into long life cycle platform programs Emphasizes value - added services and “designed in” custom components/systems to deliver competitive advantage for providers of turnkey platforms and solutions Narrows field of competition with elegant designs and high - quality products that limit exposure to commodity markets and support enhanced operating margins Operates with global footprint with headquarters in Phoenix, AZ, an office in Washington, DC, and design and operations centers in Shelton CT, Salisbury UK, and Karmiel, Israel
BESPOKE TECHNOLOGY SOLUTIONS Solutions Development – Full scope turnkey development of mission critical applications from requirements definition, design, systems engineering, assembly, testing, maintenance & post - delivery support □ Missile launch, guidance, testing and control systems □ Command, Control and Communications applications Custom Design – “Design in” new, innovative components and products for OEMs and Platform □ Multi - purpose defense electronics for harsh environments and high reliability – communications, radar, missile defense, electronic warfare Contract Manufacture – Build to client specs □ Custom designed and manufactured UPS and power conversion for marine applications □ Precision medical testing equipment
ENERTEC SYSTEMS LIMITED A leading designer and manufacturer of multi - purpose turnkey electronic systems for the military market, and a provider of advanced specialized technologies for the medical market □ Military products, solutions, and services include missile defense systems, mission computer products, simulators, command & control systems, and EW power solutions designed to perform in harsh environments and battlefield conditions □ Largest company of its type in Israel, now in JV providing systems to India and other countries □ Medical solutions include precisely calibrated medical artery catheter products used in vascular heart procedure □ Supply power management solutions for use in autonomous vehicles (AVs) Intravascular Catheter
MICROPHASE CORPORATION □ Products include advanced solutions for tactical communications, radar, missile guidance, avionics, and electronic warfare systems for mission critical applications □ Product lines support a wide frequency range, from 1 MHz to 100 GHz □ US DoD secure facility — secret level certified SCIF Designs, develops, and manufactures advanced radio frequency (RF) solutions and millimeter - wave and microwave technologies for US Department of Defense (DoD) and international defense & aerospace OEMs
GRESHAM POWER ELECTRONICS □ Delivers Military Standard (MIL - STD) and application - specific solutions for a wide range of demanding naval power applications □ Equipment in service on virtually all UK Royal Navy submarine and surface fleet □ Naval power systems include: □ Static frequency converters (SFC) □ Transformer rectifier units (TRU) □ Shipboard helicopter starters □ Military grade UPS systems □ Provides custom products for industrial power needs and a full range of medical grade power supplies Designs and manufactures power conversion and distribution equipment for defense, industrial, and medical applications
ORGANIZATIONAL STRUCTURE Gresham Power Electronics Ltd. Microphase Corp. Enertec Systems Ltd.
NEW BRAND » Brand Consolidated Companies as “Gresham Worldwide” □ Strong Name – Solid “feel” □ Different – No other US Company □ Available – Have acquired 50 URLs □ Distinctive Logo – 3 - legged lion » Retain Individual Sub - Brands as Appropriate □ Customer Relationships □ Safety Certifications □ Security Clearances □ Market Recognition » Global Launch □ Update Websites, Social Media, Collateral & Earned Media
CURRENT OPPORTUNITY STREAM 9/30 Backlog & expected orders spread over many customers and extends to 2020 & beyond □ Enertec $ 13.2 MM □ Expansion *1 $ 10.0 MM □ Microphase $ 8.0 MM □ Expansion *2 $ 11.0 MM □ Gresham $ .5 MM Total $42.7 MM Cash for AP will drive bookings to speed backlog growth as orders get fulfilled Enertec – Expansion *1 represents expected order that will nearly double 2020 backlog with existing customers Microphase – Expansion *2 of a current air program nearly doubles unit backlog with orders for existing products – $11MM/ 3yrs Gresham – Expected new program award to more than double 2020 backlog
CUSTOMERS Navy Hellenic Daewoo Shipyard
Gresham Worldwide specializes in designing and manufacturing solutions for mission critical applications. Provides key components to multi - purpose, complex turnkey systems for defense platforms that include UAVs, fighter jets, naval vessels, and missile systems. Defense 80 % Defense and Aerospace Medical 9 % Commercial 11 % ITAR REGISTERED Gresham Worldwide provides innovative, cost - effective, and highly reliable power and wireless communications products for industrial, broadband, and telecommunications markets. Industrial and Telecommunications MARKET DIVERSIFICATION Gresham Worldwide ’ s medical and healthcare products are used to test and certify life - saving and life - sustaining devices. Medical
Washington, DC Phoenix, AZ Salisbury, UK Shelton, CT GLOBAL FOOTPRINT Karmiel, Israel Gresham Worldwide has locations around the globe □ European defense, naval and power solutions and supplies sales through Gresham Power Electronics, located in Salisbury, UK □ Israel defense & aerospace combat solutions and medical technology through Enertec Systems Ltd., located in Karmiel, Israel □ North America defense & aerospace and telecommunication solutions through Microphase Corp., located in Shelton, CT □ US Government & Pentagon relations, located in Washington, DC □ Headquarters for global operations, located in Phoenix, AZ
Broadband Network Power Supply Integrated RF Filter Helicopter Starter Automated Test System Application Examples □ Automated Missile Testing Solutions □ Detector Log Video Amplifiers (DLVAs) UHF RF filters □ Precision Calibration of Heart Catheters □ Modular scalable power solutions up to 100KW □ Rugged designs that conform to defense and industry standards □ Full custom solutions □ Modified standards □ Configurable multiple output solutions □ Custom enclosures, mounting, filtering, cooling fans, etc. □ Soft voltage configuration and customized firmware □ In - house safety testing □ In - house firmware development □ In - house ESS testing □ Wide variety of proven topologies and platforms minimize design - cost and risk CUSTOMIZATION CAPABILITIES All Gresham Worldwide operating units can design custom products to meet specific client needs and niche market requirements
Defense □ MIL - STD - 461 EMI/EMC compliance □ MIL - STD - 704, 1399, 1275 aircraft, shipboard, vehicle power □ MIL - STD - 810 shock and vibration, humidity, salt fog, etc. □ RTCA DO - 160 commercial aircraft EMI/EMC/harmonics, etc. □ NAVSO P - 3641 component selection and screening for navy power supplies □ Wide range of supported temperatures from – 56 ° C to 95 ° C with 105 ° C for conduction cooling □ UK design in compliance with relevant European STANAG and UK DEF - STANS □ UK naval supplies usually in compliance with LLOYDS rules Quality management systems & security clearance ▪ ISO 9001:2015 certified quality management system ▪ ISO 13485:2016 certified medical quality system ▪ AS 9100 - C manufacturing facility ▪ ISO/IEC 17025 certified testing facility ▪ US DoD secure facility – secret level certified ▪ Class 100,000 clean room ▪ International Traffic in Arms Regulations (ITAR) certified Medical □ Patient conta ct isolatio n, two methods of patient protection (2MOPP), and leakage currents (BF and CF) for medical products □ IEC60601 - 1 2nd, 3rd, and 4th editions □ DoE Energy Efficiency Level VI for power adaptors ITE □ IEC60950 - 1 2nd edition DESIGN COMPETENCIES ITAR REGISTERED
REVENUE TREND Company Confidential – For Internal Use Only All forecasts are provided by management in this presentation for illustrative purposes only and are based on information available to us at this time. Management expects that internal forecasts and expectations may change over time.
REVENUE PROJECTIONS All forecasts are provided by management in this presentation for illustrative purposes only and are based on information available to us at this time. Management expects that internal forecasts and expectations may change over time.
DEFENSE GROWTH CONTINUES US Defense Spending Projected 5 % CAGR Between 2019 - 2024 □ Air Programs to Grow the Most □ Replacing Aging Combat Aircraft (F - 35 , B - 2 ) □ Adding New Unmanned Aerial Vehicles □ Long Sustainment Life Cycle Platforms (B - 1 , Patriot, F - 15 , F - 16 ) International Sales Growing in US, UK and Israel □ US Pressure on NATO Allies to Spend More on Defense □ F - 35 Sales to Japan, South Korea, Israel, Belgium and Poland □ Type 26 Frigates in Canada and Australia □ US FMS and Offset Programs in EU and India Component Market Expected to Grow 8 % in Next 5 Years □ Synergy Among Divisions Will Drive Organic Growth
United States provides support to Israel for purchasing weapons, defense equipment, and military training in the United States 25 Procurement and Manufacturing Know - how Training Quality Assurance Clients transition Gresham Worldwide will make military equipment in the U.S. designed in Israel that the Israeli MOD will purchase through the US FMF program US FOREIGN MILITARY SUPPORT
Signed 3 - way strategic partnership with a leading Israeli defense OEM and leading Indian manufacturer to provide Israeli military solutions for India 26 Procurement and Manufacturing Know - how Training Quality Assurance Clients transition INDIA PARTNERSHIP FOR OFFSET PROJECT The Indian government mandates an offset policy for foreign suppliers to buy back at least 30% of the contract they have made in India
□ 65 – 75 % size and weight reduction □ 35 – 55 % cost reduction □ High gross margin products □ Short commercialization timeline □ Diverse global market □ Market size: $ 18 billion ( 2022 ) Build on existing filter technologies to develop chip - scale packaged RF filter solutions for 5G deployment and IoT Wireless Infrastructure Systems Broadcast Systems Land Mobile Radio Systems Microwave Systems GPS Receivers Defense & Aerospace Communication/Radar Systems WiFi Devices CATV/Set - Top Boxes IoT Others RF Filter Miniaturization: Target Markets TELECOM INFRASTRUCTURE & 5 G INITIATIVES
EXECUTIVE TEAM Experienced, Versatile, Proven Jonathan Read, Chief Executive Officer □ Seasoned CEO with experience running Global Business Operations with specific expertise in raising capital, strengthening brands and building businesses Timothy Long, Chief Operating Officer □ Versatile Executive with 40 years experience building businesses large and small with specific expertise in defense and aerospace sectors, operations management, corporate development, strategic communications, business planning, marketing and law David Katzoff, SVP Finance □ Savvy financial engineer with meticulous attention to detail with specific expertise in sound fiscal management, risk mitigation, financial reporting and resource development
RECAP Gresham Worldwide consolidates established firms with solid track record on innovation, elegant design and responsiveness to deliver bespoke technology solutions that meet mission critical needs of defense, medical and industrial markets □ Strong, Enduring Customer Relationships and Substantial Backlog on which to Build □ Global Footprint and Enduring Brands □ Significant Strategic Opportunities for Rapid Growth
Thank You GRESHAM WORLDWIDE THANK YOU Contact: Jonathan Read, CEO 602.617.8888 Tim Long, COO 202.256.6369
Presented by Amos Kohn President & CEO, Coolisys Technologies Corp. Investors Day – October 2020 COOLISYS TECHNOLOGIES CORP. ®
▪ Pursue growth in core markets, including defense and aerospace, medical and healthcare, industrial, and telecommunications, and pursue e ntr y into emerging electric vehicle and energy storage segments ▪ Focu s o n providin g highl y - reliable powe r product s targeting customers that require innovative technologies and customized solution s ▪ Obtain competitive advantages to become the definitive choice for our diversified customers WHAT WE DO Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s ▪ Develop, design, and manufacture innovative f eature - rich power solutions for mission - critical and life - saving applications across diverse industries and commercial markets ▪ Leverage our well - established 60 - year - old subsidiary, Digital Power Corporation , to offer revolutionary power technologies for diverse emerging markets
▪ Design and manufacture comprehensive classified and non - classified power products for tactical deployments warfare environments for defense and aerospace customers worldwide ▪ Specialize in engineering solutions from concept to manufacturing for medical and healthcare, defense and aerospace, and other commercial markets ▪ Provide products with industry leading power efficiency and advanced power management customized for use in telecommunication and industrial applications ▪ Provide high - end products and technologies for emerging markets, including electrical vehicle charging products and energy storage systems CORE COMPETENCIES Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s
Digital Power Corporation Power - Plus Electronics For more than 60 years, a worldwide leader in providing innovative, durable, and reliable customized advanced power solutions for a diverse range of applications in defense and aerospace, medical, industrial, telecommunications, and automotive markets COOLISYS ORGANIZATION STRUCTURE Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s A brand division of Digital Power
Digital Power Corporation Power - Plus Electronics A brand group of Digital Power DIVISION PORTFOLIOS Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s An innovative leader that designs and manufactures cutting - edge, scalable, very highly - efficient, and high - grade standard and custom power products for use in the most demanding applications in diversified industries A branded division of Digital Power, specializes in comprehensive value - added and modified - standard power solutions with an enormous range of configurations and functions to support customers ’ unique requirements
Broadband network PSU Jetfighter airborne PSU Combat gyro stabilizer Application examples ▪ Broadband fiber optic network solutions ▪ Azimuth position systems for tactical warfare ▪ Medical high energy pulsed - laser systems ▪ Modular and scalable radar power solutions ▪ Life - sustain ing versatile por table oxygen concentrators Product solutions ▪ Rugged designs that conform to defense and industrial standards ▪ Full - custom design and modified standard solutions ▪ Advanced high - efficiency, high - density product lines ▪ Provide full range of Level 2 and level 3 fast EV chargers Design and development ▪ Electrical and mechanical design ▪ Soft voltage configuration and customized firmware design ▪ In - house safety certifications ▪ In - house environmental stress screening ▪ Proven topologies for fast implementation and minimized design costs Digital Power subsidiary provides world - class solutions to meet specific customer needs High - energy laser driver High - efficiency High - density 2 - plug fast EV charger CUSTOMIZED DESIGN CAPABILITIES Data - center front - end power system Military - grade scalable power system Product Examples Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s
Scalable multi - channel variable output system Value added product lines include ▪ AC - DC power switchers and DC - DC power converters ▪ Scalable and redundant power systems with customized form - factors and interfaces ▪ Electromagnetic filtering and magnetics solutions ▪ Intelligent fan trays and cooling solutions ▪ Battery chargers and UPS systems ▪ Custom and standard AC - AC and DC - DC power cords Engineering and design services ▪ Value - added power solutions ▪ PCB layout and testing ▪ Custom configuration ▪ Electrical and mechanical design and manufacturing ▪ Build to print services ▪ Rugged products for harsh environments Power - Plus brand division specializes in designing and manufacturing a wide variety of value - added plug - and - play power solutions High power, multi - output for semiconductor fab VALUE - ADDED CAPABILITIES Dentistry sandblasting and grinding containment Hot - swappable, hot - pluggable power module Product Examples Product distribution ▪ More than 80 product lines Low profile intelligent power chassis High voltage AC - DC switcher A brand division of Digital Power Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s
Defense and Aerospace ▪ MIL - STD - 461 EMI/EMC electromagnetic interference and electromagnetic compatibility ▪ MIL - STD - 704 , 1399 , 1275 aircraft, shipboard, vehicle power ▪ MIL - STD - 810 shock and vibration, humidity, salt fog, etc. ▪ NAVSO P - 3641 component selection and screening for navy power supplies ▪ Wide range of supported temperatures from – 56 ° C to 95 ° C Quality management system certifications and registrations ▪ ISO 9001:2015 certified quality management system ▪ ISO 13485:2016 certified medical quality system ▪ AS 9100D certified aerospace quality management system ▪ ISO 17025 certified for testing and calibration laboratory ▪ International Traffic in Arms Regulations (ITAR) - certified Medical and Healthcare ▪ Patient conta ct isolatio n, two methods of patient protection (2MOPP), and leakage currents (BF and CF) for medical products ▪ DoE Energy Efficiency Level VI for power adaptors ▪ IEC60601 - 1 2 nd , 3 rd , and 4 th editions Information Technology Equipment (ITE) and Audio Video (AV) Equipment ▪ IEC 62368 - 1 DESIGN COMPETENCIES & CERTIFICATIONS Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s
OUR MARKETS Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s
Coolisy s specialize s in designin g and manufacturing a wide range of rugged power solution s fo r mission critical applications. These m ulti - purpose powe r solution s are used in combat and non - combat implementations and deployments Defens e - Aerospace Coolisy s provide s revolutionar y highly efficient and highly reliable products fo r the industria l telecommunications and, most recently, automotive markets. Our intelligent power management technology can be customized for specific customer applications MARKET DIVERSIFICATION Coolisy s medical and healthcare product s are use d in OEM life - savin g and life - sustaining medical solutions. Our medical power products comply with rigorous medical safety and FDA requirements and are tailored for specific applications Medical - Healthcare Defens e Aer o s p a c e 1 8 % Med ica l H ealthc a re 28 % I n d us tr i al Telecommunications 54 % De f en s e M e d i c a l Industrial, Telecom, Automotive I T AR R E GI S T ER ED Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s Industrial Telecommunications
Telecommunications ▪ Wireless infrastructure base stations ▪ Cryptocurrency mining technology ▪ Cloud computing data centers ▪ Switches and routers ▪ Broadband networks ▪ Broadcast systems Defense and Aerospace ▪ Classified customized power distribution system for special - forces vehicles ▪ Gyro positioning and navigation systems ▪ Tactical network and communication systems ▪ Mobile and ground communications ▪ Combat and airborne power supplies ▪ Naval power conversion solutions Industrial ▪ Semiconductor manufacturing equipment ▪ Laboratory and diagnostic instruments ▪ Turbomachinery control solutions ▪ Packaging equipment ▪ Industrial printers ▪ Laser drivers Medical and Healthcare ▪ Dialysis, endoscopy, surgical equipment ▪ Ventilators and oxygen concentrators ▪ Imaging and dispensing equipment ▪ Laser instrument for beauty dental and surgical treatments ▪ Powering electronic hospital beds APPLICATION EXAMPLES Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s
CUSTOMERS: DEFENS E AND AEROSPACE Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s
CUSTOMERS: MEDICA L & HEALTHCARE, INDUSTRIAL , TELECOM MUNICATIONS Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s
Milpitas, CA Sonora, CA Headquarter s located in Milpitas, CA Facilities ▪ Digital Power Corporation located in Milpitas, CA ▪ Power - Plus Electronics located in Sonora, CA ▪ Contrac t manufacturing and technology partner s located in the US, China, T aiwan and Israel LOCATION S AND FUNCTION S Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s Sales Channels ▪ Regional sales managers (RSMs) and key account managers focused on vertical markets ▪ Manufacturing representatives in various territories ▪ Power focused distributors and catalog distributors ▪ Value - added resellers (VARs)
GROWTH INITIATIVES 12 Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s ▪ Electrical Vehicles (EV) Charging Infrastructure ▪ Energy Storage Systems EXPANDING PRODUCT AND SERVICES TO EMERGING MARKES
▪ Coolisys EV charging product lines are poised to meet the demand generated by rapid world - wide adoption of electric vehicles for consumer and commercial use ▪ Product lines offer a wide range o f solution s, including level 2 AC chargers ( 240 V AC) ideal fit fo r residential and commercial us e and l evel 3 DC fast chargers ( 480 V D C o r higher ) suited fo r commercial use ▪ Innovative charging products support ful l charging fo r EVs with a 150 - mile range batter y in jus t 3 0 minutes ▪ Power rectifiers modules are intended for wide adoption in EV charging stations and are designed to set industry best practices and standards ▪ Products support the J 1772 , CHAdeMO, and CCS connection standards and charging plugs. For Tesla with appropriate charging adaptor ▪ The EV charging station market is projected to reach $ 27.7 billion by 2027 from an estimated $ 2.5 billion in 2019 , a compound annual growth rate (CAGR) of 34.7 %* EV CHARGING INFRASTRUCTURE * Source: https://www.marketsandmarkets.com/Market - Reports/electric - vehicle - supply - equipment - market - 89574213 .html#:~:text=charging% 20 stations% 20 market% 3 F - ,The% 20 electric% 20 vehicle% 20 charging% 20 stations% 20 market% 20 is% 20 projected% 20 to% 20 reach, 34.7 % 25 % 20 during% 20 the% 20 forecast% 20 period. Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s
AC Series Wall Mounted / Floor Standing ▪ CEVCAC - 7 KW 240 Vx 1 / 32 Amp ▪ CTEVBC - 22 KW 240 Vx 3 / 32 Amp ▪ CTEVBC - 42 KW 240 Vx 3 / 32 Amp DC Series - Fast charging system Floor Standing ▪ CEVCDC - 60 KW 480 V/ 96 Amp 1 Plug ▪ CEVCDC - 80 KW 480 V/ 130 Amp 1 / 2 Plugs ▪ CEVCDC - 120 KW 480 V/ 250 Amp 2 Plugs ▪ CEVCDC - 160 KW 480 V/ 258 Amp 2 / 4 Plugs ▪ CEVCDC - 180 KW 480 V/ 290 Amp 2 Plugs ▪ CEVCDC - 240 KW 480 V/ 388 Amp 4 Plugs ▪ CEVCDC - 320 KW 480 V/ 486 Amp 4 Plugs COOLISYS EV CHARGER SERIES Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s 16 Hybrid AC/DC charging system Floor Standing ▪ CEVHYD - 80KW 240/480V/130Amp 3 Plugs Level - 2 AC Charger Power Rectifier Module for EV Charger Level - 3 DC Fast Charger
Coolisys market segments ▪ Residential: Level 2 charging ▪ Commercial: ▪ Level 2 (higher power) ▪ Level 3 DC fast charging ▪ B 2 B sub - markets: ▪ Auto dealerships/auto OEMs ▪ Multi - unit residences ▪ Retailers (multi - location/big box) ▪ Businesses – Larger employers ▪ Parking services and facilities ▪ Local municipalities/districts/colleges ▪ Government facilities Coolisys targeted product markets ▪ Charging stations ▪ Power rectifiers – Fit all models and power ranges ▪ EV chargers – Parts and repair services Coolisys exclusive markets ▪ North America ▪ USA ▪ Canada Coolisys non - exclusive markets ▪ EMEA ▪ APAC COOLISYS TARGETED MARKETS AND PRODUCT/SERVICES Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s
E V CHARGING PLU G TYPE S ▪ The SAE J 1772 is a North American standard for electric vehicles. It used widely for Level 1 and Level 2 charging and for hybrid electric vehicles ▪ The CHAdeMO (abbreviation of “ CHArge de Move ” ) is supported by Honda, Nissan, Mitsubishi, Toyota, Kia, Subaru and others ▪ Combined Charging System ( “ CCS ” ) capable AC or DC charging. Car manufactures that support CCS include: Ford, General Motors, BMW, Volkswagen, Audi, Volvo, Jaguar and others ▪ Tesla Charger is used solely by Tesla vehicles. It require charging adaptor for use other EV J 1772 CHAdeMO CC S Combo T esla 21 Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s Coolisys provides four types of charging plugs:
L e v e l 1 8 - 2 0 + Hou r s L e v e l 2 3 - 8 Hou r s DC F a s t Ch a r g e 3 0 M i n u t es 50 Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s E V CHARGING TIME ▪ Leve l 1 – Provides 2 to 5 miles o f range pe r 1 hou r o f charging through a standar d househol d 120 V AC outle t and is adequate fo r most dail y commuters . ▪ Level 2 – P rovides 10 to 20 miles of range per 1 hour of charging through a 240 V AC (household or commercial) outlet. ▪ D C Fas t - Charg e (Leve l 3 ) – Provides 125 to 150 miles o f range pe r 30 minutes of charging. T he EV charger require s three - phase input and the EV must hav e DC fas t - charging capability .
51 Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s COOLISYS ENERGY STORAGE SYSTEM (ESS) ▪ A comprehensive solution that includes inverters, battery packs, controls, and safety features ▪ Provides the power capacity to support customers for self supply and backup ▪ Provides energy storage technology for both residential and commercial users
52 Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s ▪ The ESS controller automatically optimizes energy consumption for optimum operation rates ▪ The ESS produces and uses energy stored from solar, even when net - metering or feed - in is not an option COOLISYS ENERGY STORAGE SYSTEM (ESS) ▪ Coolisys ESS provides all the power requirements for essential electrical circuits to produce enough energy for several days without other sources of electricity ▪ The stored energy can be used on demand based on the available capacity of energy generated from solar or other energy sources when needed The global advanced energy storage system market size was $ 145 billion in 2018 and is projected to reach more than $ 211 billion by the end of 2026 , for a CAGR of 4.82 % in the forecast period Source https://www.fortunebusinessinsights.com/industry - reports/advanced - energy - storage - system - market - 100817
53 Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s Coolisys ESS benefits include: ▪ Consistent and reliable delivery of electricity during grid interruptions ▪ Improved stability and reliability of renewable (green) energy harvesting ▪ Renewable energy generation ▪ Additional utility cost reduction Features include: ▪ AC or DC coupled with solar systems to allow continuous use during utility outages ▪ Output power: 5.5kW off - grid and 7kW on - grid ▪ Storage capacity: 9.6kWh – 12kWh ▪ Battery chemistry: LiFePO4 or Lithium - ion for high temperatures and longer life span ▪ Supports a wide range of applications, including off - grid, self - consumption, net - metering, backup, and time - of - use optimization ▪ Programmable monitoring and control operations COLLISYS ENERGY STOTAGE SYSTEM BENEFITS AND FEATURES 5 k Wh Wall - mounted Battery Pack 9.6kWh/12k Wh Floor standing Battery Pack 5.5 kW/ 7 kW Hybrid Inverter
FINANCIAL PROJECTIONS Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s
4 - YEAR PROJECTIONS PLAN (In $1,000) Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 2020 2021 2022 2023 Traditional market Emerging market Net Income (loss) All forecasts are provided by management in this presentation for illustrative purposes only and are based on information available to us at this time. Management expects that internal forecasts and expectations may change over time.
COMPANY AT A GLANCE ▪ Outstanding power technolog ies for diversified industries and applications ▪ Emphasis on fully customized, value - added, and modified - standard products for specific customer applications ▪ Highly reliable power products that comply with applicable safety standards ▪ Expanding into emerging markets ▪ More than 60 years as a worldwide leader in providing advanced - power solutions for the most demanding applications THAN K YOU Amos Kohn President & CEO Co oli s ys T e chnologi e s in f or m ation m ay not be r e printed w ithout prior w ritt en pe r m i s s ion from C ooli s ys T e chnologi e s
DPW Holdings, Inc Ault Alliance, Inc Investor Day 2020 - October
Ault Alliance Inc. (Initiatives) Fintech Lending Online Education and Training Ecommerce Marketplace Investments Companies Empowered by Digital 58 Everything Ault Alliance does is focused on digital solutions. Our team incubates and manages the development of near - term venture investments with the goal of ensuring revenue growth and diversification of risk. Shared resources team: The Ault Alliance team is a small experienced tactical group that supports each company with digital platform services around their operating businesses or investments. Confidential and Proprietary – DPW Holdings, Inc.
• On November 30 , 2016 , Digital Power Lending was formed, a wholly - owned subsidiary. • DP Lending provides commercial loans to companies throughout the United States to provide them with operating capital to finance the growth of their businesses. • DP Lending holds a $ 10 Million + Convertible loan into MTIX/AVLP Avalanche International • The company maintains a lending portfolio of approximately $ 20 Million (a portion of which includes intercompany loans) • California Finance Lending License # 60 DBO - 77905 . Fintech Lending Lending 59 Confidential and Proprietary – DPW Holdings, Inc.
Online Education and Training Ready Set Learn! Confidential and Proprietary – DPW Holdings, Inc. • We have entered the Digital training market space in 2020 • Online courses and ongoing training • Evergreen subscription services • High - margin, recurring revenue offerings • Products have been in development for the past 24 months • $ 200 + billion market (per Global Market Insights) • We are generating revenue starting in Q 4 2020 • Look for this revenue to ramp up in 2021
• www.ItsLikeFashion.com • Ecommerce platform • Channel partner network • High - margin solution • Social media influencer promotions • $ 525 billion market (per Statistica ) • Q 4 revenue growing into 2021 eCommerce Marketplace eCommerce Confidential and Proprietary – DPW Holdings, Inc.
Biotech Healthcare Materials Science 62 Real Estate Category : Developing two treatments for Alzheimer ’ s Background : Alzheimer ’ s Disease is the 6 th leading cause of the death in the U. S. Alzamend Neuro is dedicated to researching, developing, and commercializing treatment for Alzheimer ’ s and bringing two patented therapeutics into the clinical and commercialization stages. Company : Category : Medical products for bodily fluid analysis Background : I nnovative technology and healthcare tools bringing the point of care closer to the patient related to bodily fluid analyses including blood analysis and male fertility testing. Company : Category : Revolutionary technology for Textiles Background : We have a $ 10 Million loan to MTIX (AVLP). Advanced textile processing using Multiplexed Laser Surface Enhancement. Treats textiles in a cost effective and environmentally sustainable manner. Impact: 99 % less energy consumed, 95 % reduced chemical usage and 75 % less water consumption. Company : Category : Luxury Hotel development in NYC Background : Development of a 5 - Star ultra luxury hotel operated by a group who are very well known and successful in the real estate and hospitality business. Located in the in the charming and highly sought - after, landmarked Northern TriBeCa district. Company : 456 L UX H OTEL Confidential and Proprietary – DPW Holdings, Inc. Strategic Investments
• eCommerce – It ’ s Like Fashion – generating revenue in Q 4 2020 and expect growth throughout 2021 • Real estate: data center, warehouse, commercial, etc. • Lending and referral services • Digital training and licensing Recap Key areas for future revenue growth Confidential and Proprietary – DPW Holdings, Inc.
Thank you! Comments/Questions? October 2020
Recap and outlook for DPW WRAP UP DISCUSSION 65 Recap and outlook • Focused on three key businesses o Defense o Power solutions o Lending/digital • We have seen progress on our defense business • Exciting prospects for EV chargers with Coolisys • Growth opportunities in lending, eCommerce and digital • With COVID - 19 issues, we discontinued restaurant operations • We expect to make 2 - 4 acquisitions over the next three quarters • We continue to focus on revenue growth and improved bottom - line results
Thank you! Comments/Questions? October 8, 2020