The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the financial statements and
related notes thereto included in Part I, Item 1, "Financial Statements" of this
Quarterly Report, as well as Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," of our Annual Report on Form
10-K for the year ended December 31, 2020 ("2020 Annual Report").

Overview

Energy Focus, Inc. engages primarily in the design, development, manufacturing,
marketing and sale of energy-efficient light-emitting diode ("LED") lighting
systems and controls and development of ultraviolet-C light disinfection
("UVCD") products. We develop, market and sell high quality LED lighting and
controls products and UVCD products in the commercial market and military
maritime market ("MMM"), and expect to expand our offerings into the consumer
market in the second half of 2021. Our mission is to enable our customers to run
their facilities and offices with greater energy efficiency, productivity, and
human health through advanced LED retrofit and UVCD solutions. Our goal is to be
the LED and human-centric lighting ("HCL") technology and market leader for the
most demanding applications where performance, quality, value, environmental
impact and health are considered paramount. We specialize in LED lighting
retrofit by replacing fluorescent, high-intensity discharge lighting and other
types of lamps and fixtures in institutional buildings for primarily indoor
lighting applications with our innovative, high-quality commercial and military
tubular LED ("TLED"), as well as other LED and lighting control products for
commercial and consumer applications. In late 2020, we announced the launch of
our UVCD product portfolio, which is being brought to market throughout the
second half of 2021.

Net sales decreased 34% for the six months ended June 30, 2021 as compared to
the six months ended June 30, 2020, primarily driven by a 37% decrease in
military sales period-over-period, and a decrease in net sales of our commercial
products of 29% for the six months ended June 30, 2021 as compared to the same
prior year period. The sales cycles for the MMM is dependent on many factors,
including the availability of government funding, the timing and fulfillment of
U.S. Navy awards, new ship construction, diversion of funds to other government
needs, and the timing of vessel maintenance schedules, and our financial results
reflect volatility from fluctuations in the timing, pace and size of MMM
projects. The sales cycles for our commercial target markets can range from
several months to over one year and our financial results reflect volatility
from the continued fluctuations in the timing, pace and size of commercial
projects due to, among other reasons, the ongoing effects on our customers of
the coronavirus ("COVID-19") pandemic.

Operating losses increased by 107% in the first six months of 2021 over the
first six months of 2020. The Company's results reflect the challenges due to
long and unpredictable sales cycles, delays in customer retrofit budgets and
project starts, and supply chain issues exacerbated by the continuing effects of
the COVID-19 pandemic. We have been challenged by continuing and intensifying
aggressive price competition in the lighting industry, particularly in our
retrofit market. We continued to incur losses and we have a substantial
accumulated deficit, which continues to raise substantial doubt about our
ability to continue as a going concern at June 30, 2021.

The COVID-19 pandemic in particular has, and may continue to have, a significant
economic and business impact on our company. In the first half of 2021,
following a slowdown throughout 2020, we have seen a continuing weakness in
commercial sales as our customers in the healthcare, education, and commercial
and industrial sectors delayed order placements in reaction to the ongoing
impacts of the COVID-19 pandemic that caused our customers to suspend or
postpone lighting retrofit projects due to budget and occupancy uncertainties.

We continue to monitor the impact of the COVID-19 pandemic on our customers,
suppliers and logistics providers, and to evaluate governmental actions being
taken to curtail and respond to the spread of the virus. The significance and
duration of the ongoing impact on us is still uncertain. Material adverse
effects of the COVID-19 pandemic on market drivers, our customers, suppliers or
logistics providers could significantly impact our operating results. We also
plan to continue to actively follow, assess and analyze the ongoing impact of
the COVID-19 pandemic and continue to adjust our organizational structure,
strategies, plans and processes to respond.

Because the situation continues to evolve, we cannot reasonably estimate the
ultimate impact to our business, results of operations, cash flows and financial
position that the COVID-19 pandemic may have. Continuation of the COVID-19
pandemic and government actions in response thereto could cause further
disruptions to our operations and the operations of our customers, suppliers and
logistics partners and could significantly adversely affect our near-term and
long-term revenues, earnings, liquidity and cash flows. We aim to stay agile as
an organization to respond to potential or continuing
                                       31
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weakness in the macro environment and in the meantime expand sales channels and
enter new markets, such as UVCD, that we believe will provide additional growth
opportunities.

It is our belief that the momentum of the efforts undertaken in 2020, as
described in our 2020 Annual Report, along with our continuing efforts to date
in 2021, including the development and launch of new and innovative products, in
both lighting controls surrounding the EnFocusTM platform and the UVCD market,
as well as our planned entry into the consumer markets with these new products,
will over time result in improved sales and bottom-line performance for the
Company.

We launched our patented EnFocusTM platform during the second quarter of 2020
and, despite the ongoing, significant delay and slowdown in our customers'
lighting projects due to the impacts of the COVID-19 pandemic, we continue to
receive positive feedback from existing, new, and potential new customers.
TheEnFocusTM platform offers two immediately available product lines: EnFocusTM
DM, which provides a dimmable lighting solution, and EnFocusTM DCT, which
provides both a dimmable and color tunable lighting solution. EnFocusTM enables
buildings to have dimmable, color tunable and circadian-ready lighting using
existing wiring, without requiring laying additional data cables or any wireless
communication systems, through a relatively simple upgrade with EnFocusTM
switches and tubular LEDs, a far more affordable and environmentally sustainable
solution compared with replacing entire lighting fixtures and incorporating
additional wired or wireless communication. In addition, we recently announced
plans for the second generation of EnFocusTM switches and the award-winning
SuncycleTM circadian lighting system, which we plan to launch in late 2021 to
early 2022.

In addition, in response to the COVID-19 pandemic and an anticipated increase in
sanitation and hygiene demand for buildings, facilities and homes, we are
developing advanced UVCD air and surface disinfection products for both consumer
as well as the commercial and industrial markets. We announced the following
UVCD products beginning in the fourth quarter of 2020: abUVTM circadian lighting
and UVCD air disinfection integrated troffers controlled by the EnFocusTM
platform technology; nUVoTM Tower portable air disinfection device for offices
and homes; nUVoTM Traveler portable personal air disinfection device; and mUVeTM
autonomous robot designed for surface disinfection. The nUVoTM Tower and nUVoTM
Traveler are expected to be available in the third quarter of 2021, and abUVTM
and mUVeTM are expected to be available in the fourth quarter of 2021.

In our MMM business, significant efforts undertaken to reduce costs in our
product offerings have positioned us to be more competitive along with improved
production efficiencies. Such efforts allowed us to continue to win bids and
proposals that helped grow our MMM sales throughout 2020, offsetting some of the
weakness being experienced in our commercial business that year. In addition,
during the fourth quarter of 2020, we became an approved supplier for the
General Services Administration ("GSA") and our products are now listed in the
GSA website for all federal and military agencies to view and order our
products. While we continue to aggressively seek to increase sales of our
commercial products, the MMM business offers us continued sales opportunities,
in addition to validating our product quality and strengthening our brand trust
in the marketplace. However, due to product mix impacts resulting from the
continued impact of the COVID-19 pandemic on commercial sales, our current
financial results are primarily driven by, and reflect volatility in, our MMM
sales. In the first half of 2021, our MMM business continued to face challenges
resulting from the delayed availability of government funding and the timing of
U.S. Navy awards. We continue to aggressively monitor, respond to, develop and
increase opportunities from the U.S. Navy and the government sector to minimize
such volatility.

Meanwhile, we continue to seek additional external funding alternatives and
sources to support our growth strategies, plans and initiatives. We plan to
achieve profitability through developing and launching new, innovative products,
such as EnFocusTM and our UVCD products, as well as executing on our
multi-channel sales strategy that targets key verticals, such as government,
healthcare, education and commercial and industrial, complemented by our
marketing outreach campaigns and expanding channel partnerships. We also plan to
continue to develop advanced lighting and lighting control applications built
upon the EnFocusTM platform such as our SuncycleTM products that aim to serve
both consumer and commercial markets. In addition, we intend to continue to
apply rigorous financial discipline in our organizational structure, business
processes and policies, strategic sourcing activities and supply chain practices
to help accelerate our path towards profitability.

At June 30, 2021, we had $1.3 million in cash, which excludes $0.3 million of
restricted cash to be held until September 2021, and a total of $3.1 million of
debt. Total debt at June 30, 2021 included $1.2 million outstanding under our
inventory financing facility (the "Inventory Facility"), $0.4 million
outstanding under our receivables financing facility (the "Receivables Facility"
and, together with the Inventory Facility, the "Credit Facilities") and $1.5
million outstanding on the Streeterville Note (as defined below). At June 30,
2021, we had additional availability of $2.2 million under the Inventory
Facility and $0.6 million under the Receivables Facility, for a total of $2.8
million of additional availability. On April 20, 2021, we entered into an
amendment to the Loan and Security Agreement governing the Inventory Facility
(the "Inventory
                                       32
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Loan Agreement") to increase the maximum amount that may be available to the
Company from $3.0 million previously to $3.5 million, subject to the borrowing
base as set forth in the Inventory Loan Agreement.

In June 2021, we completed a registered direct offering of 990,100 shares of our
common stock to certain institutional investors, at a purchase price of $5.05
per share (the "June 2021 Equity Offering"). We paid the placement agent
commissions of $400 thousand, plus $51 thousand in expenses, in connection with
the June 2021 Equity Offering and we also paid legal and other fees of $18
thousand related to the offering. Total offering costs of $469 thousand have
been presented as a reduction of additional paid-in capital and have been netted
within equity in the Condensed Consolidated Balance Sheet as of June 30, 2021.
Net proceeds to us from the June 2021 Equity Offering were approximately $4.5
million.
On April 27, 2021, we entered into a note purchase agreement (the "Streeterville
Note Purchase Agreement") with Streeterville Capital, LLC ("Streeterville")
pursuant to which the Company sold and issued to Streeterville a promissory note
in the principal amount of approximately $1.7 million (the "Streeterville
Note"). The Streeterville Note was issued with an original issue discount of
$194 thousand and Streeterville paid a purchase price of $1.5 million for the
Streeterville Note, after deduction of $15 thousand of Streeterville's
transaction expenses.

The Streeterville Note has a maturity date of April 27, 2023, and accrues
interest at 8% per annum, compounded daily, on the outstanding balance. The
Company may prepay the amounts outstanding under the Note at a premium, which is
5% during the first three months and 10% thereafter. Prepayments at the reduced
rate in the first three months are limited to 50% of the outstanding balance.
Beginning on the first day of the calendar month following the date that is six
months after the date of purchase, Streeterville may require the Company to
redeem up to $205 thousand of the Streeterville Note in any calendar month. The
Company has the right on three occasions to defer all redemptions that
Streeterville could otherwise require the Company to make during any calendar
month. Each exercise of this deferral right by the Company will increase the
amount outstanding under the Streeterville Note by 1.5%.

Results of operations

The following table sets forth items in our Condensed Consolidated Statements of Operations as a percentage of net sales for the periods indicated:


                                                              Three months ended                              Six months ended
                                                                   June 30,                                       June 30,
                                                         2021                    2020                    2021                   2020
Net sales                                                   100.0  %                100.0  %               100.0  %               100.0  %
Cost of sales                                                81.1                    59.7                   79.9                   66.6
Gross profit                                                 18.9                    40.3                   20.1                   33.4

Operating expenses:
Product development                                          17.8                     9.4                   21.7                    8.4
Selling, general, and administrative                        109.4                    59.2                   95.2                   56.2
Restructuring                                                (0.1)                   (0.4)                  (0.5)                  (0.4)
Total operating expenses                                    127.1                    68.2                  116.4                   64.2
Loss from operations                                       (108.2)                  (27.9)                 (96.3)                 (30.8)

Other expenses (income):
Interest expense                                             10.4                     2.6                    7.3                    3.1
Gain on forgiveness of PPP loan                                 -                       -                  (17.0)                     -
Loss from change in fair value of warrants                      -                    99.0                      -                   34.1
Other expenses                                                0.7                     0.7                    0.7                    0.6

Net loss                                                   (119.3) %               (130.2) %               (87.3) %               (68.6) %



                                       33

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Net sales



A further breakdown of our net sales is presented in the following table (in
thousands):
                                     Three months ended              Six months ended
                                          June 30,                       June 30,
                                      2021            2020          2021          2020
              Commercial        $    1,078          $ 1,058      $   1,991      $ 2,794
              MMM products             996            2,277          2,720        4,324

              Total net sales   $    2,074          $ 3,335      $   4,711      $ 7,118



Net sales of $2.1 million for the second quarter of 2021 decreased 38% compared
to second quarter net sales of $3.3 million, primarily driven by a decrease in
MMM product sales. Net MMM product sales decreased in the second quarter of 2021
compared to the same period in 2020, mainly due to availability of government
funding and the delayed timing of expected orders.

Net sales of $4.7 million for the first six months of 2021 decreased 34%
compared to the same period in 2020, primarily driven by a decrease in MMM
product sales and somewhat by reduced commercial sales. Net sales of our MMM
products decreased mainly due to availability of government funding and the
delayed timing of expected orders in the first six months of 2021. Net sales of
our commercial products decreased in the first six months of 2021 compared to
the same period of 2020, reflecting (i) a decrease in sales, caused by delayed
orders that have occurred mainly in the healthcare, education, commercial and
industrial sectors because of the macroeconomic slowdown and purchasing
decisions being put on hold due to the COVID-19 pandemic, (ii) lower sales from
our agency network, which was also impacted by the COVID-19 pandemic, and (iii)
fluctuations in the timing, pace and size of commercial projects.

Gross profit



Gross profit was $0.4 million, or 18.9% of net sales, for the second quarter of
2021, compared to $1.3 million, or 40.3% of net sales, for the second quarter of
2020. Gross margin for the second quarter of 2021 included favorable price and
usage variances for material and labor of $0.4 million, or 18.7% of net sales.
Gross margin for the second quarter of 2020 included favorable warranty and
inventory reserves of $0.3 million, or 8.4% of net sales.

Gross profit was $0.9 million, or 20.1% of net sales, for the first six months
of 2021 compared to $2.4 million or 33.4% of net sales, for the first six months
of 2020. The decrease was primarily related to relatively lower profit margin of
sold product and included favorable price and usage variances for material and
labor of $0.6 million, or 12.1% of net sales, and unfavorable inventory and
warranty reserves recorded of $0.1 million, or 2.4% of net sales. The gross
margin for the first six months of 2020 was primarily related to higher profit
margin of sold product, favorable price and usage variances for material and
labor of $0.3 million, or 4.0% of net sales, and favorable inventory reserves
recorded of $0.4 million, or 5.5% of net sales.

Operating expenses

Product development



Product development expenses include salaries and related expenses, contractor
and consulting fees, legal fees, supplies and materials, as well as overhead,
such as depreciation and facility costs. Product development costs are expensed
as they are incurred.

Product development expenses were $0.4 million for the second quarter of 2021, a
$0.1 million increase compared to the second quarter of 2020. The increase is
mainly related to payroll expense associated with the development and launch of
our UVCD product portfolio.

Product development expenses were $1.0 million for the first six months of 2021,
a $0.4 million increase compared to $0.6 million for the first six months of
2020. The increase is primarily related to payroll expense and product testing
associated with the development and launch of our UVCD product portfolio.

                                       34
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Selling, general and administrative



Selling, general and administrative expenses were $2.3 million for the second
quarter of 2021, compared to $2.0 million for the second quarter of 2020. The
primary drivers of the increase in selling, general and administrative expenses
were increases in payroll and payroll related expenses (approximately $0.1
million due to our growth initiatives, which expanded our staff) as well as
increases in stock expense of $0.2 million (mainly due to expense related to the
annual board of directors grant), and $0.2 million in travel related expenses,
dues and fees, software contracts and commissions. These increases were
partially offset by savings of $0.3 million in overall professional and legal
fees.

Selling, general and administrative expenses were $4.5 million for the first six
months of 2021, compared to $4.0 million for the first six months of 2020. The
increase is primarily due to increases in payroll of $0.5 million, stock
compensation expense of $0.3 million, and marketing, advertising and related
expenses of $0.1 million as well as a total of $0.3 million for dues and fees,
supplies, utilities and rent, software contracts, commissions and miscellaneous
taxes. These increases were partially offset by decreases of $0.5 million in
professional service fees, $0.1 million in employee bonuses and $0.1 million in
external reporting fees.

Restructuring

For the three months ended June 30, 2021 and 2020, we recorded restructuring
credits totaling approximately $3 thousand and $14 thousand, respectively, and
for the six months ended June 30, 2021 and 2020, we recorded restructuring
credits totaling approximately $22 thousand and $28 thousand, respectively. All
restructuring costs are related to the cost and offsetting sub-lease income for
the lease obligations for the former New York, New York office, which ended as
of June 30, 2021.

Interest expense

Interest expense was $0.2 million for the second quarter of 2021, compared to
interest expense of $0.1 million for the second quarter of 2020. The increase in
interest expense of $0.1 million is primarily related to fees associated with
the increase in the borrowing capacity on the Inventory Facility during the
second quarter of 2021. The actual cash interest paid in the second quarter of
2021 was $0.1 million compared to $18 thousand in the second quarter of 2020.

Interest expense was $0.3 million for the first six months of 2021, compared to
interest expense of $0.2 million for the first six months of 2020. The increase
in interest expense of $0.1 million was primarily related to fees associated
with the increase in the borrowing capacity on the Inventory Facility during the
second quarter of 2021. The actual cash interest paid for the six months ended
June 30, 2021 was $0.2 million compared to $85 thousand for the six months ended
June 30, 2020.

Gain on forgiveness of PPP loan

Forgiveness income of $0.8 million related to the Paycheck Protection Program ("PPP") loan taken out during 2020 was recognized during the first quarter 2021.

Income from change in fair value of warrants



A loss of $2.4 million was recognized during the six months ended June 30, 2020
for the market value change in our warrant liabilities. The loss recognized in
the first six months of 2020 was a result of the revaluation of the warrant
liability using the market price of the Company's common stock at June 30, 2020
versus the market price of the Company's common stock at the time of initial
issuance of the warrants (January 13, 2020). The terms of the warrants were
amended in December 2020 such that they were reclassified as equity, and no
warrant liability exists at June 30, 2021. As such, there is no related gain or
loss recorded for the six months ended June 30, 2021.

Other expenses



Other expenses were $15 thousand for the second quarter of 2021, compared to
other expenses of $24 thousand for the second quarter of 2020. Other expenses
were $32 thousand for the six months ended June 30, 2020 compared to other
expenses of $42 thousand for the six months ended June 30, 2020. Other expenses
are mainly comprised of bank and collateral management fees.




                                       35
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Provision for income taxes



Due to the operating losses incurred during the three and six months ended
June 30, 2021 and 2020, and after application of the annual limitation set forth
under Section 382 of the Internal Revenue Code of 1986, as amended, it was not
necessary to record a provision for U.S. federal income tax or various state
income taxes as income tax benefits are fully offset by a valuation allowance
recorded.

Net loss

For the three months ended June 30, 2021, our net loss was $2.5 million,
compared to a net loss of $4.3 million for the three months ended June 30, 2020.
The decrease is mainly due to a decrease in net sales of $1.3 million, and
increases in product development costs of $0.1 million and selling, general and
administrative costs of $0.3 million, all of which were partially offset by a
decrease in cost of sales of $0.3 million and do not reflect the impact of the
$3.3 million loss from the fair value of warrants, which occurred during the
three months ended June 30, 2020. These factors are discussed in detail above.

For the six months ended June 30, 2021, our net loss was $4.1 million compared
to $4.9 million for the six months ended June 30, 2020. The decrease in the net
loss was primarily driven by $2.4 million in lower sales, increases in product
development costs of $0.4 million, selling, general and administrative costs of
$0.5 million and interest costs of $0.1 million. These cost increases were
offset by a decrease in overall cost of sales of $1.0 million and the gain on
the forgiveness of the PPP loan of $0.8 million and do not reflect the impact of
the $2.4 million loss from the fair value of warrants, which occurred during the
six months ended June 30, 2020.

Financial condition



At June 30, 2021, we had $1.3 million in cash, which excludes $0.3 million of
restricted cash to be held until September 2021, and a total of $3.1 million of
debt, including $1.2 million outstanding under our Inventory Facility and $0.4
million outstanding under our Receivables Facility, as well as $1.5 million
outstanding on the Streeterville Note. At June 30, 2021, we had additional
availability of $2.2 million under the Inventory Facility and $0.6 million under
the Receivables Facility, for a total of $2.8 million of additional
availability. We have historically incurred substantial losses, and as of
June 30, 2021, we had an accumulated deficit of $135.0 million. Additionally,
our sales have been concentrated among a few major customers and for the six
months ended June 30, 2021, two customers accounted for approximately 52% of net
sales.

As a result of the restructuring actions and initiatives described above, we
have previously reduced our operating expenses to be more commensurate with our
expected sales volumes. However, we continue to incur losses and have a
substantial accumulated deficit, and substantial doubt about our ability to
continue as a going concern continues to exist at June 30, 2021.

Throughout 2020 and the first six months of 2021, we have continued to evaluate
and assess strategic options as we seek to achieve profitability. We plan to
continue to develop advanced lighting and lighting control technologies and
introduce impactful new products surrounding EnFocusTM, a breakthrough lighting
control platform we officially launched during the second quarter of 2020, and
our recently announced SuncycleTM circadian lighting system, which we plan to
launch in late 2021 to early 2022. In addition, during the last quarter of 2020,
we announced newly developed UVCD products for both consumer, as well as
commercial and industrial markets, of which two products are expected to be
available in the third quarter of 2021, and two products are expected to be
available in the fourth quarter of 2021. We plan to achieve profitability
through growing our sales, through existing lighting and new lighting control
and UVCD products, and by continuing to refine and execute on our multi-channel
sales strategy that targets key verticals, such as government, healthcare,
education, and commercial and industrial, complemented by our marketing outreach
campaigns and expanding channel partnerships, as well as our new consumer market
focus.

As described in Note 9, "Stockholders' Equity," included under Part I, Item 1,
"Financial Statements," of this Quarterly Report, we raised approximately $4.5
million of net proceeds from the June 2021 Equity Offering and, in January 2020,
we raised approximately $2.3 million of net proceeds upon the issuance common
stock and warrants (the "January 2020 Equity Offering"). In April 2021, we
obtained approximately $1.5 million net proceeds from bridge financing increased
the capacity of the Inventory Facility, which allows for expanded borrowing
capacity under the Credit Facilities entered into in August 2020 as described in
Note 7, "Debt," included under Part I, Item 1, "Financial Statements," of this
Quarterly Report.

The restructuring and cost cutting initiatives implemented during 2020 and
continued into 2021, as well as the June 2021 Equity Offering and January 2020
Equity Offering that significantly strengthened our balance sheet, the PPP loan
we obtained in April 2020, our enhanced debt capacity due to the debt
refinancing in August 2020 and increased borrowing capacity as a result of the
amendment to the Inventory Loan Agreement in April 2021, and bridge financing
achieved
                                       36
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pursuant to the Streeterville Note Purchase Agreement in April 2021, were
designed to allow us to effectively execute these strategies. However, our
efforts may not occur as quickly as we envision or be successful due to the long
sales cycle in our industry, the corresponding time required to ramp up sales
from new products, markets, and customers into this sales cycle, the timing of
introductions of additional new products, significant competition, potential
sales volatility given our customer concentration, and the ongoing and lingering
economic impact from the COVID-19 pandemic that had significantly diminished the
interest and activities for our customers' lighting retrofit projects until
occupancy returns to more normal levels, among other factors. Additionally,
global supply chain challenges are impacting our inventory purchasing strategy,
leading to a buildup of inventory and components in an effort to manage both
shortages of available components and longer lead times in obtaining components.
As a result, we will continue to review and pursue selected external funding
sources to ensure adequate financial resources to execute across the timelines
required to achieve these objectives including, but not limited to, the
following:

•obtaining financing from traditional or non-traditional investment capital
organizations or individuals;
•obtaining funding from the sale of our common stock or other equity or debt
instruments; and
•obtaining debt financing with lending terms that more closely match our
business model and capital needs.

There can be no assurance that we will obtain funding on acceptable terms, in a timely fashion, or at all. Obtaining additional funding contains risks, including:



•additional equity financing may not be available to us on satisfactory terms,
and any equity we are able to issue could lead to dilution for current
stockholders and have rights, preferences and privileges senior to our common
stock;
•loans or other debt instruments may have terms and/or conditions, such as
interest rate, restrictive covenants, conversion features, refinancing demands,
and control or revocation provisions, which are not acceptable to management or
our board of directors; and
•the current environment in the capital markets combined with our capital
constraints may prevent us from being able to obtain adequate debt financing.

If we fail to obtain the required additional financing to sustain our business
before we are able to produce levels of revenue to meet our financial needs, we
will need to delay, scale back or eliminate our growth plans and further reduce
our operating costs and headcount, each of which would have a material adverse
effect on our business, future prospects, and financial condition. A lack of
additional funding could also result in our inability to continue as a going
concern and force us to sell certain assets or discontinue or curtail our
operations and, as a result, investors in the Company could lose their entire
investment.

Considering both quantitative and qualitative information, we continue to
believe that the combination of our plans to obtain additional external funding,
timely re-organizational actions, current financial position, liquid resources,
obligations due or anticipated within the next year, development and
implementation of an excess inventory reduction plan, plans and initiatives in
our research and development, product development and sales and marketing, and
development of potential channel partnerships, if adequately executed, will
provide us with an ability to finance our operations through the next twelve
months and will mitigate the substantial doubt about our ability to continue as
a going concern.

On August 17, 2020, we received a letter from the Listing Qualifications staff
(the "Staff") of The Nasdaq Stock Market ("Nasdaq") notifying us that we are no
longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed
companies to maintain stockholders' equity of at least $2,500,000 if they do not
meet the alternative compliance standards relating to the market value of listed
securities or net income from continuing operations (the "Minimum Stockholders'
Equity Rule"). Our Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2020, filed on August 13, 2020, reflected that our stockholders' equity
as of June 30, 2020 was $1,714,000. In addition, as of August 13, 2020, we did
not meet the alternative compliance standards relating to the market value of
listed securities or net income from continuing operations. On October 5, 2020,
based on our timely submission of our plan to regain compliance, Nasdaq granted
us an extension through February 15, 2021 to regain compliance with the Minimum
Stockholders' Equity Rule, subject to our compliance with certain terms of the
extension. In accordance with one part of the plan submitted to the Staff, we
have successfully modified our outstanding warrants and are able to now classify
the warrants within equity. At December 31, 2020, our stockholders' equity was
$4,255,000. On January 20, 2021, we received a letter from the Staff notifying
us that, on a conditional basis, Nasdaq has determined that we have regained
compliance with the Minimum Stockholders' Equity Rule. At June 30, 2021 our
stockholders' equity was $5,603,000.

                                       37
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Liquidity and capital resources

Cash



At June 30, 2021, our cash balance was approximately $1.3 million, compared to
approximately $1.8 million at December 31, 2020. The balance at each of June 30,
2021 and December 31, 2020 excluded restricted cash of $0.3 million for a letter
of credit requirement under a lease obligation.

The following summarizes cash flows from operating, investing, and financing
activities, as reflected in the Condensed Consolidated Statements of Cash Flows
included in Part I, Item 1, "Financial Statements," of this Quarterly Report (in
thousands):
                                                Six months ended
                                                    June 30,
                                               2021          2020

Net cash used in operating activities $ (6,105) $ (703)

Net cash used in investing activities $ (211) $ (118)

Net cash provided by financing activities $ 5,807 $ 3,198

Net cash used in operating activities



Net cash used in operating activities was $6.1 million for the six months ended
June 30, 2021. The net loss was $4.1 million and was adjusted for non-cash
items, including depreciation and amortization, stock-based compensation,
provisions for inventory, warranty, gain on forgiveness of the PPP loan and
accounts receivable reserves and working capital changes. During the six months
ended June 30, 2021, we generated $0.9 million through the timing of collection
of accounts receivable and $0.1 million through the timing of the receipt of
inventory against short-term deposits. We used $2.5 million for inventory
primarily due to global supply chain challenges we are experiencing, which are
impacting our inventory purchasing strategy, leading to a buildup of inventory
and inventory components in an effort to manage both shortages of available
components and longer lead times in obtaining components. We used $0.4 million
due to changes in accrued and other liabilities (primarily due to a reduction of
$0.1 million in accrued accounting and legal fees and $0.3 million in accrued
bonuses).

Net cash used in operating activities was $0.7 million for the six months ended
June 30, 2020. The net loss incurred of $4.9 million was adjusted for non-cash
items, including depreciation and amortization, stock-based compensation, change
in fair value of warrant liabilities, provisions for inventory, warranty
reserves and working capital changes. During the six months ended June 30, 2020,
we generated $1.3 million in cash for accounts payable due to the timing of
inventory receipts and payments, and $0.6 million for inventories primarily due
to the timing of inventory receipts and we used $0.2 million of short term
deposits due to prepaid deposits to our contract manufacturers for inventory for
the EnFocusTM platform. We used cash of $0.2 million through the timing of
collection of accounts receivable and generated $0.3 million cash through an
increase of other accrued liabilities, primarily related to accrued payroll and
benefits and commissions

Net cash used in investing activities



Net cash used in investing activities was $211 thousand for the six months ended
June 30, 2021 and resulted primarily from the purchase of software and a vehicle
to support production operations, as well as development of an e-commerce
platform.

For the six months ended June 30, 2020, net cash used in investing activities was $118 thousand and resulted primarily from the purchase of software and tooling to support production operations and development of e-commerce platforms.

Net cash provided by financing activities



Net cash provided by financing activities during the six months ended June 30,
2021 was $5.8 million, primarily related to $4.5 million of net proceeds from
the June 2021 Equity Offering, $1.5 million of net proceeds from the
Streeterville Note, and proceeds from the exercise of 156,446 warrants of $0.5
million. These sources of cash were partially offset by net payments on the
Credit Facilities of $0.8 million. Investors in the January 2020 Equity Offering
received warrants to purchase shares of our common stock, of which warrants to
purchase an aggregate of 310,860 shares remain outstanding at
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June 30, 2021 with a weighted average exercise price of $3.59 per share. The
exercise of the outstanding warrants could provide us with cash proceeds of up
to $1.1 million in the aggregate.

Net cash provided by financing activities during the six months ended June 30,
2020 was $3.2 million, primarily resulting from the $2.8 million in proceeds
received from the January 2020 Equity Offering, partially offset by $0.5 million
in offering costs for the issuance.

Contractual obligations



As of June 30, 2021, we had approximately $3.3 million in outstanding purchase
commitments for inventory. Of this amount, approximately $2.6 million is
expected to ship in the third quarter of 2021, with the balance expected to ship
in the fourth quarter of 2021 and thereafter.

There have been no other material changes to our contractual obligations as compared to those included in our 2020 Annual Report.

Critical accounting policies

Fair value of warrant liabilities



Due to a potential cash settlement upon occurrence of a fundamental transaction
within the warrant agreement, the warrants were initially classified as
liabilities, as opposed to equity, and were recorded at their fair values at
each balance sheet date for the first three quarters of 2020. We used the
Black-Scholes valuation model to value the warrant liabilities at fair value.
The fair value is estimated using the expected volatility based on our
historical volatility and is determined using probability weighted average
assumptions, when appropriate.

During December 2020, the warrant holders agreed to a modification of the terms
of their warrants which removed the potential cash settlement option upon the
occurrence of a fundamental transaction. As such, during the fourth quarter of
2020, the warrant liability was reclassified into equity and the warrants are no
longer subject to re-measurement at each balance sheet date.

There have been no other material changes to our critical accounting policies as compared to those included in our 2020 Annual Report.

Certain risks and concentrations



We have certain customers whose net sales individually represented 10% or more
of our total net sales, or whose net trade accounts receivable balance
individually represented 10% or more of our total net trade accounts receivable;
we have certain suppliers, which individually represent 10% or more of our total
purchases, or whose trade accounts payable balance individually represented 10%
or more of our total trade accounts payable balance, as follows:

For the three months ended June 30, 2021, sales to our primary distributor for
the U.S. Navy and a regional commercial lighting retrofit company accounted for
approximately 30% and 10% of net sales, respectively. When sales to our primary
distributor for the U.S. Navy are combined with sales to shipbuilders for the
U.S. Navy, total net sales of products for the U.S. Navy comprised approximately
35% of net sales for the same period. For the three months ended June 30, 2020,
sales to our primary distributor for the U.S. Navy, a regional commercial
lighting retrofit company and a primary shipbuilder for the U.S. Navy, accounted
for approximately 40%, 15% and 11% of net sales, respectively. When sales to our
primary distributor for the U.S. Navy are combined with sales to shipbuilders
for the U.S. Navy, total net sales of products for the U.S. Navy comprised
approximately 60% of net sales for the same period.

For the six months ended June 30, 2021, sales to our primary distributor for the
U.S. Navy and a regional commercial lighting retrofit company accounted for
approximately 41% and 11% of net sales, respectively. When sales to our primary
distributor for the U.S. Navy are combined with sales to shipbuilders for the
U.S. Navy, total net sales of products for the U.S. Navy comprised approximately
47% of net sales for the same period. For the six months ended June 30, 2020,
sales to our primary distributor for the U.S. Navy and a regional commercial
lighting retrofit company accounted for approximately 39% and 15% of net sales,
respectively. When sales to our primary distributor for the U.S. Navy are
combined with sales to shipbuilders for the U.S. Navy, total net sales of
products for the U.S. Navy comprised approximately 53% of net sales for the same
period.

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Our primary distributor for the U.S. Navy accounted for approximately 43% of net
trade accounts receivable at June 30, 2021. A regional commercial lighting
retrofit company and a national distributor to southern school districts each
accounted for approximately 10% of net trade accounts receivable at June 30,
2021. At December 31, 2020, our primary distributor to the U.S. Navy accounted
for 28% of our net trade accounts receivable and a shipbuilder for the U.S. Navy
accounted for 21% of our net trade accounts receivable.

One offshore supplier accounted for approximately 39% and 32%, respectively, of
our total expenditures for the three and six months ended June 30, 2021. For the
three months ended June 30, 2020, this offshore supplier accounted for
approximately 12% of total expenditures and one domestic supplier accounted for
13.7% of total expenditures. For the six months ended June 30, 2020, one
offshore supplier accounted for approximately 15.5% of total expenditures.

At June 30, 2021, this offshore supplier accounted for approximately 68% of our
trade accounts payable balance. At December 31, 2020, this offshore supplier
accounted for approximately 44% of our trade accounts payable balance.

Recent accounting pronouncements



For information on recent accounting pronouncements, please refer to Note 2,
"Basis of Presentation and Summary of Significant Accounting Policies," included
under Part I, Item 1, "Financial Statements," of this Quarterly Report.

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