Forward Looking Statements
This Report contains forward-looking statements within the meaning of the
federal securities laws. Statements other than statements of historical fact
included in this Report, including the statements under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," regarding future events or prospects are forward-looking
statements. The words "approximates," "believes," "forecasts," "expects,"
"anticipates," "estimates," "intends," "plans" "would," "could," "should,"
"seek," "may," or other similar expressions in this Report, as well as other
statements regarding matters that are not historical fact, constitute
forward-looking statements. We caution investors that any forward-looking
statements presented in this Report are based on the beliefs of, assumptions
made by, and information currently available to, us. Such statements are based
on assumptions and the actual outcome will be affected by known and unknown
risks, trends, uncertainties and factors that are beyond our control or ability
to predict. Although we believe that our assumptions are reasonable, they are
not guarantees of future performance and some will inevitably prove to be
incorrect. As a result, our actual future results may differ from our
expectations, and those differences may be material. Accordingly, investors
should use caution in relying on forward-looking statements to anticipate future
results or trends.
Some of the risks and uncertainties that may cause our actual results,
performance or achievements to differ materially from those expressed or implied
by forward-looking statements include the following:
? Our ability to generate positive cash flow from operations;
? Our ability to obtain additional financing to fund our operations;
? The impact of economic, political and market conditions on us and our
customers;
? The impact of unfavorable results of legal proceedings;
? Our exposure to potential liability arising from possible errors and
omissions, breach of fiduciary duty, breach of duty of care, waste of
corporate assets and/or similar claims that may be asserted against us;
? Our ability to compete effectively against competitors offering different
technologies;
? Our business development and operating development;
? Our expectations of growth in demand for our products; and
? Other risks described under the heading "Risk Factors" in Part II, Item 1A of
this Quarterly Report on Form 10-Q and those risks discussed in our other
filings with the Securities and Exchange Commission, including those risks
discussed under the caption "Risk Factors" in our Annual Report on Form 10-K
for the year ended February 28, 2022, issued on June 21, 2022 (as the same may
be updated from time to time in subsequent quarterly reports), which
discussion is incorporated herein by this reference.
We do not intend to update or revise any forward-looking statements, whether
because of new information, future events or otherwise except to the extent
required by law. You should interpret all subsequent written or oral
forward-looking statements attributable to us or persons acting on our behalf as
being expressly qualified by the cautionary statements in this Report. As a
result, you should not place undue reliance on these forward-looking statements.
21
Overview
Our business is based on the exploitation of our Axial Flux Induction solution
known as the AuraGen® for commercial and industrial applications and the VIPER
for military applications. Our business model consists of two major components:
(i) sales and marketing, (ii) design and engineering. Our sales and marketing
approaches are composed of direct sales in North America and the use of agents
and distributors in other areas. In North America, our primary focus is in (a)
mobile exportable power applications, (b) EV applications, (c) U.S. Military
applications and (d) industrial applications. The second component of our
business model is focused on the design of new products and engineering support
for the sales activities described above. The engineering support consists of
the introduction of new features for our AuraGen®/VIPER solution such as higher
power/torque solutions, and different input and output voltages (DC and AC input
and output versions).
In Fiscal 2020 stockholders of the Company successfully removed Ronald Buschur,
William Anderson and Si Ryong Yu from the Company's Board of Directors and
elected Ms. Cipora Lavut, Mr. David Mann and Dr. Robert Lempert as directors of
the Company in their stead. See Item 3, Legal Proceedings for more information.
Also, in Fiscal 2020, Melvin Gagerman -- Aura's CEO and CFO since 2006 -- was
replaced. In July 2019 Ms. Lavut succeeded Mr. Gagerman as President and Mr.
Mann succeeded Mr. Gagerman as CFO. Dr. Lempert was appointed as Secretary of
the Company by the Board of Directors also in July 2019. In the second half of
Fiscal 2020, the Company began significantly increasing its engineering,
manufacturing and marketing activities. From July 8, 2019 through the end of
Fiscal year 2022 (February 28, 2022), we shipped more than 140 units to
customers (more than a ten-fold increase over Fiscal 2019). Although our
operations were impacted in Fiscal 2022 and Fiscal 2021 by the COVID-19
pandemic, during these periods we continued to expand our engineering and
manufacturing capabilities. See "Item 1. Business. Impact of the COVID-19
Pandemic" included in our Annual Report on Form 10-K for fiscal 2022 for
information regarding the impact of COVID-19 on our operations. Our engineering,
research and development costs for the three months ended May 31, 2022 and the
three months ended May 31, 2021 were approximately $155,000 and $81,000,
respectively. During the three months ended May 31, 2021, we relocated all
administrative offices and operations to a new state-of-the-art facility
consisting of approximately 18,000 square feet in Lake Forest, California. This
new facility is wholly occupied by Aura.
During Fiscal 2018 and Fiscal 2019, the Company's engineering, manufacturing,
sales, and marketing activities were reduced while we focused on renegotiating
numerous financial obligations. During this time, the Company's agreements with
numerous customers, third party vendors, and organizations and entities material
to the operation of the Company business were canceled, delayed or terminated.
During Fiscal 2018, the Company successfully restructured in excess of $30
million of debt. Robert Kopple, our former Vice Chairman of the Board, was the
only significant unsecured note holder that did not executed formal agreements
regarding the restructure of his debt. See "Item 3. Legal Proceedings" included
in our Annual Report on Form 10-K for Fiscal 2022 filed with the SEC on June 21,
2022 and Part II, Other Information Item 1, contained in this Quarterly Report
for information regarding the dispute and settlement with Mr. Kopple regarding
these transactions. In March 2022, the Company reached a settlement that
resolves the various claims asserted against us by Mr. Kopple and his affiliated
entities (collectively the "Kopple Parties"). Under the terms of the settlement,
we have agreed to pay an aggregate amount of $10 million over a period of seven
years; $3 million of which is to be paid within approximately four months of the
settlement date, after which, interest will accrue on the unpaid balance at a
rate of 6%, compounded annually. All amounts, including all accrued interest,
are to be paid no later than eight years from the date of the initial payment.
The Kopple Parties have also received seven-year warrants to purchase up to an
aggregate of approximately 3.3 million shares of our common stock at a price of
$0.85 per share. The settlement also provides for standard mutual general
release provisions and includes customary representations, warranties, and
covenants, including certain increases in the amount payable to the Kopple
Parties and the right of such parties to enter judgment against the Company if
the Company remains in uncured default in its payment obligations under the
settlement.
In Fiscal 2019, we effectuated a one-for-seven reverse stock split and began
increasing our engineering and manufacturing activities.
22
Critical Accounting Policies and Estimates
Our management's discussion and analysis of our financial conditions and results
of operations are based upon our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of financial statements requires management to make
estimates and disclosures on the date of the financial statements. In preparing
our financial statements, we have made our best estimates and judgments of
certain amounts included in the financial statements. We use authoritative
pronouncements, historical experience and other assumptions as the basis for
making judgments. The full impact of the COVID-19 pandemic is unknown and cannot
be reasonably estimated for these key estimates and assumptions. However, we
made appropriate accounting estimates based on the facts and circumstances
available as of the reporting date. To the extent that there are differences
between these estimates and actual results, our financial statements may be
materially affected.
Revenue Recognition
The Company recognizes revenue in accordance with Financial Accounting Standard
Board's ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue
from Contracts with Customers. In accordance with ASC 606, we recognize revenue,
net of discounts, for our generator sets at time of product delivery to the
domestic distributor (i.e. point-in-time), which also corresponds to the passage
of legal title to the customer and the satisfaction of our performance
obligations to the customer.
Inventories
Inventories are valued at the lower of cost (first-in, first-out) or net
realizable value, on an average cost basis. We review the components of
inventory on a regular basis for excess or obsolete inventory based on estimated
future usage and sales. When evidence exists that the net realizable value of
inventory is lower than its cost, the difference is recognized as a loss in the
period in which it occurs. Once inventory has been written down, it creates a
new cost basis for inventory that may not be subsequently written up.
Leases
The Company determines whether a contract is, or contains, a lease at inception.
Right-of-use assets represent the Company's right to use an underlying asset
during the lease term, and lease liabilities represent the Company's obligation
to make lease payments arising from the lease. Right-of-use assets and lease
liabilities are recognized at lease commencement based upon the estimated
present value of unpaid lease payments over the lease term. The Company uses its
incremental borrowing rate based on the information available at lease
commencement in determining the present value of unpaid lease payments.
Share-Based Compensation
The Company periodically issues stock options and warrants, and shares of common
stock to employees and non-employees in non-capital raising transactions for
services and for financing costs. Share-based compensation cost is measured at
the grant date, based on the estimated fair value of the award, and is
recognized as expense over the requisite service period. Recognition of
compensation expense for non-employees is in the same period and manner as if
the Company had paid cash for services. The Company periodically issues stock
options and warrants, and shares of common stock to employees and non-employees
in non-capital raising transactions for services and for financing costs.
Share-based compensation cost is measured at the grant date, based on the
estimated fair value of the award, and is recognized as expense over the
requisite service period. Recognition of compensation expense for non-employees
is in the same period and manner as if the Company had paid cash for services.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments
are derivatives or contain features that qualify as embedded derivatives. For
derivative financial instruments that are accounted for as liabilities, the
derivative instrument is initially recorded at its fair value and is then
re-valued at each reporting date, with changes in the fair value reported in the
statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as
equity, is evaluated at the end of each reporting period. Derivative instrument
liabilities are classified in the balance sheet as current or non-current based
on whether or not net-cash settlement of the derivative instrument could be
required within 12 months of the balance sheet date.
The Company uses Level 2 inputs for its valuation methodology for the derivative
liabilities as their fair values were determined by using a Binomial pricing
model. The Company's derivative liabilities are adjusted to reflect fair value
at each period end, with any increase or decrease in the fair value being
recorded in the statement of operations.
23
Impact of COVID-19
The COVID-19 global pandemic has negatively affected the global economy,
disrupted global supply chains, and created extreme volatility and disruptions
to capital and credit markets in the global financial markets. We began to see
the impact of COVID-19 during our fourth quarter of Fiscal 2020 with our Chinese
joint venture's manufacturing facilities being required to close and many of our
customers suspending their own operations due to the COVID-19 pandemic. As a
result, net sales and production levels during the fourth quarter of Fiscal
2020, the entirety of Fiscal 2021, Fiscal 2022 and the first quarter of Fiscal
2023 were significantly reduced, thus impacting our results of operations during
these quarters.
In response to the COVID-19 pandemic and business disruption, we implemented
certain measures to manage costs, preserve liquidity and enhance employee
safety. These measures included the following:
? Reduction of payroll costs through temporary furloughs;
? Enhanced cleaning and disinfection procedures at our facilities, temperature
checks for our workers, promotion of social distancing at our facilities and
requirements for employees to work from home where possible;
? Reduction of capital expenditures; and
? Deferral of discretionary spending.
The extent of the impact of the COVID-19 pandemic on our business, financial
results and liquidity will depend largely on future developments, including the
duration of the spread of the COVID-19 outbreak within the U.S. and globally,
the impact on capital and financial markets and the related impact on our
customers, especially in the commercial vehicle markets. These future
developments are outside of our control, are highly uncertain, and cannot be
predicted. If the impact is prolonged, then it can further increase the
difficulty of planning for operations and may require us to take further actions
as it relates to costs and liquidity. These and other potential impacts of the
COVID-19 pandemic have adversely impacted our results for the entirety of Fiscal
2021 and Fiscal 2022, the first quarter of fiscal year 2023, and could be
impactful for the balance of Fiscal 2023.
Going Concern
During the three-month period ended May 31, 2022, the Company reported a net
loss of approximately $552,000 and used cash in operating activities of
approximately $722,000, respectively. These factors raise substantial doubt
about the Company's ability to continue as a going concern within one year of
the date that the financial statements are issued. In addition, the Company's
independent registered public accounting firm, in its report on the Company's
February 28, 2022, financial statements, raised substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.
In the event the Company is unable to generate profits and is unable to obtain
financing for its working capital requirements, it may have to curtail its
business further or cease business altogether. Substantial additional capital
resources will be required to fund continuing expenditures related to our
research, development, manufacturing and business development activities. The
Company's continuation as a going concern is dependent upon its ability to
generate sufficient cash flow to meet its obligations on a timely basis, to
retain its current financing, to obtain additional financing, and ultimately to
attain profitability.
24
During the next twelve months we intend to continue to attempt to increase the
Company's operations and focus on the sale of our AuraGen®®/VIPER products both
domestically and internationally and to add to our existing management team. In
addition, we plan to source new suppliers for manufacturing operations, rebuild
the engineering and sales teams, and to the extent appropriate, utilize third
party contractors to support the operation. We anticipate being able to obtain
new sources of funding to support these actions in the upcoming fiscal year.
Results of Operations
Three months ended May 31, 2022 compared to three months ended May 31, 2021
Net revenue was approximately $6,300 for the three-months ended May 31, 2022
("Fiscal Q1 2023") compared to approximately $23,900 for the three-months ended
May 31, 2021 ("Fiscal Q1 2022"). During Fiscal Q1 2023, we delivered 1 generator
unit as compared to 3 units delivered in the same quarter in the prior year.
Revenues continue to be negatively impacted by both the COVID-19 pandemic, as
well as a generally low level of resources. We cannot project with confidence
the timing or amount of revenue that we can expect despite improvements in the
pandemic being under more control globally including a successful rollout of the
vaccine programs. To increase revenues which were impacted by the economic
effects of the pandemic, the Company needs to augment its marketing and sales
efforts substantially. As the Company's focus has been on new product
engineering and development, the current limited resources prevent executing the
increased selling efforts in the near term.
Cost of goods sold was approximately $13,400 in Fiscal Q1 2023 compared to
approximately $49,300 in Fiscal Q1 2022. This resulted in a gross loss of
approximately $7,100, or a gross margin loss of 113%, and approximately $25,400
gross loss and a gross margin loss of 106%, in Fiscal Q1 2023 and Fiscal Q1
2022, respectively. The gross loss and related gross margin loss for both the
three-month periods were largely influenced by the low volume of shipments in
each quarter which reduced our ability to fully absorb fixed operating costs
including higher operating costs related to the new facility.
Engineering, research and development expenses were approximately $167,000 in
Fiscal Q1 2023, compared to approximately $81,000 in the Fiscal Q1 2022, or an
increase of 107%. Fiscal Q1 2022 began to see higher level of costs than several
of the prior years as the Company restarted its new product development program
beginning with the development of a new electronic control unit ("ECU"). Fiscal
Q1 2023 reflects the continuation of the increased development program,
including costs for engineering several new designs as well as increased
testing.
Selling, general and administration ("SG&A") expense increased by approximately
$113,400 or 15% to approximately $850,400 in the Fiscal Q1 2023 period from
approximately $737,000 in the Fiscal Q1 2022 period. The increase during Fiscal
Q1 2023 was principally associated with (i) higher legal costs of $220,700
related to the settlement of the Kopple litigation, (ii) additional salary
expense of $76,500, including the addition of the Company's Chief Financial
Officer and (iii) all other expense net increases of approximately $18,900,
partially offset by a reduction of approximately $163,200 in share-based
compensation costs related to the vesting options granted in fiscal 2020 and a
net reduction of approximately $39,500 in selling expenses which included the
write-off of deferred sales compensation costs determined not to be recoverable
in Fiscal Q1 2022 period.
Interest expense in Fiscal Q1 2023 decreased approximately $188,300 or 70%, to
approximately $81,800 from approximately $269,600 in the Fiscal Q1 2022 period
due principally to the settlement of the Kopple litigation which resulted in the
conversion of the Kopple notes payable into a new note. The new note does not
begin to accrue interest until July 2022.
Other income in the Fiscal Q1 2023 period was approximately $553,400 which
represents the favorable change in the fair value of the derivative warrant
liability for the three-months, measured as of May 31, 2022. Comparatively, the
revaluation of the derivative warrant liability in Fiscal Q1 2022, measured as
of May 31, 2021, resulted in a favorable change in the fair value of
approximately $82,800 for the three-month period. Fiscal Q1 2022 also included a
gain on the extinguishment of derivative liability of $44,620 associated with
warrants that expired during the three-month period. In addition, Fiscal Q1 2022
included an approximately $75,100 gain on extinguishment of debt in connection
with the forgiveness of 100% of the principal and accrued interest related to
the initial PPP loan obtained by the Company in April 2020.
25
Net loss for the three-month period of Fiscal Q1 2023 decreased by approximately
$353,500, to a loss of approximately $552,200 from a restated net loss of
approximately $905,700 in the three-month period of Fiscal Q1 2022. This was
attributed to (i) additional net gain related to derivative liability valuation
of approximately $426,000 and (ii) less interest expense of approximately
$188,300, which were partially offset by (i) increased operating loss of
$181,400 and (ii) a $75,100 gain on forgiveness of debt, and (iii) an
approximately $4,300 gain on debt settlement.
Liquidity and Capital Resources
For the three-month period ended May 31, 2022, we recorded a net loss of
approximately $552,200 and used cash in operations of approximately $722,500 and
at May 31, 2022, had a stockholders' deficit of approximately $20.1 million.
These conditions raise substantial doubt regarding our ability to continue as a
going concern for a period of at least one year from the date of issuance of
these financial statements. In addition, the Company's independent registered
public accounting firm, in their report on the Company's February 28, 2022,
audited financial statements, raised substantial doubt about the Company's
ability to continue as a going concern.
The net loss of approximately $552,200 in Fiscal Q1 2023 as compared to the
Fiscal Q1 2022 restated net loss of approximately $905,700 was due to Fiscal Q1
2023 having a significantly higher non-cash benefit from the change in fair
value of the derivative warrant liability and substantially lower interest
expense, partially offset by an increased operating loss, as noted above. A
significant factor in both periods contributing to the negative operating cash
flows is the low level of operating activities caused principally by the
COVID-19 pandemic. As a result of the impacts of the COVID-19 pandemic, we may
be required to raise additional capital and our access to and cost of financing
will depend on, among other things, global economic conditions, conditions in
the global financing markets, the availability of sufficient amounts of
financing, and our future prospects.
At May 28, 2022, we had cash of approximately $20,800, compared to cash of
approximately $150,200 at February 28, 2022. Subsequent to May 31, 2022, the
Company issued 1,490,000 shares of common stock in exchange for cash proceeds of
approximately $446,900. Working capital deficit at May 21, 2022 was a $12.4
million deficit as compared to an $21.7 million deficit at February 28, 2022.
The primary reason for the decrease in the deficit was the reclassification of
approximately $8.1 million in notes payable-related party, including accrued
interest, related to Kopple from current liabilities to long-term. The
reclassification resulted from the Company reaching an agreement with Mr. Robert
Kopple, a related party note holder, to resolve all litigation between the
parties related to notes payable and accrued interest carried at a value of
$12.1 million as of February 28, 2022. At May 31, 2022 and February 28, 2022, we
had no accounts receivable.
Prior to Fiscal 2020, in order to maintain liquidity, we relied upon external
sources of financing, principally equity financing and private indebtedness. We
have no bank line of credit and will require additional debt or equity financing
to fund ongoing operations. Based on a cash flow analysis performed by
management, we estimate that we will need an additional $5 million to maintain
existing operations for Fiscal 2023 and increase the volume of shipments to
customers. We cannot assure the reader that additional financing will be
available nor that the commercial targets will be met in the amounts required to
keep the business operating. The issuance of additional shares of equity in
connection with such financing could dilute the interests of our existing
stockholders, and such dilution could be substantial. If we cannot raise the
needed funds, we would also be forced to make further substantial reductions in
our operating expenses, which could adversely affect our ability to implement
our current business plan and ultimately our viability as a company.
In March 2022, the Company reached a settlement with the Kopple Parties that
resolves all claims asserted against the Company without any admission,
concession or finding of any fault, liability or wrongdoing on the part of the
Company. Under the terms of the settlement, we have agreed to pay an aggregate
amount of $10 million over a period of seven years; $3 million of which was
originally to be paid in June 2022, and subsequently extended to July 2022,
after which, interest will accrue on the unpaid balance at a rate of 6%,
compounded annually. All amounts, including all accrued interest, are to be paid
no later than eight years from the date of the initial payment. The Kopple
Parties have also received seven-year warrants to purchase up to an aggregate of
approximately 3.3 million shares of our common stock at a price of $0.85 per
share. The settlement also provides for standard mutual general release
provisions and includes customary representations, warranties, and covenants,
including certain increases in the amount payable to the Kopple Parties and the
right of such parties to enter judgment against the Company if the Company
remains in uncured default in its payment obligations under the settlement. As
of the date of this report, the Company has not yet paid the full $3,000,000
installment due to Kopple; having only made a partial payment in June 2022.
26
We consider the transactions described above with Mr. Kopple to be related party
transactions.
See "Item 3. Legal Proceedings" and "Part IV, Item 15, Note 19 to the Financial
Statements" included in the Company's Annual Report on Form 10-K filed with the
SEC on June 21,2022 for information regarding the dispute and settlement with
Mr. Kopple regarding these transactions.
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AURA SYSTEMS, INC. 