The discussion should be read in conjunction with the Consolidated Financial
Statements and Notes thereto contained in this Annual Report on Form 10-K. Some
of the statements contained in the following discussion of the Company's
financial condition and results of operations refer to future expectations or
include other "forward-looking" information. Those statements are subject to
known and unknown risks, uncertainties and other factors that could cause the
actual results to differ materially from those contemplated, including, but not
limited to, those discussed in Part I, Item 1A of this report under the heading
"Risk Factors," which are incorporated herein by reference. See "Special Note
regarding Forward-Looking Statements" included in this Report on Form 10-K for a
discussion of factors to be considered when evaluating forward-looking
information detailed below. These factors could cause our actual results to
differ materially from the forward-looking statements.



Business Overview



We design, develop, manufacture, and sell a portfolio of advanced lithium-ion
energy storage solutions for electrification of a range of industrial and
commercial sectors which include material handling, airport ground support
equipment ("GSE"), and stationary energy storage. We believe our mobile and
stationary energy storage solutions provide our customers a reliable, high
performing, cost effective, and more environmentally friendly alternative as
compared to traditional lead acid and propane-based solutions. Our modular and
scalable design allows different configurations of lithium-ion battery packs to
be paired with our proprietary wireless battery management system to provide the
level of energy storage required and "state of the art" real time monitoring of
pack performance. We believe that the increasing demand for lithium-ion battery
packs and more environmentally friendly energy storage solutions in the material
handling sector should continue to drive our revenue growth.



Our long-term strategy is to meet the rapidly growing demand for lithium-ion
energy solutions and to be the supplier of choice, targeting large companies
having energy storage needs. We have established selling relationships with
large fleets of forklifts and GSEs. We intend to reach this goal by investing in
research and development to expand our product mix, by expanding our sales and
marketing efforts, improving our customer support efforts and continuing our
efforts to improve production capacity and efficiencies. Our research and
development efforts will continue to focus on providing adaptable, reliable and
cost-effective energy storage solutions for our customers. We have filed three
new patents on advanced technology related to lithium-ion battery packs. The
technology behind these pending patents are designed to:



? increase battery life by optimizing the charging cycle,

? give users a better understanding of the health of their battery in use, and

? apply artificial intelligence to predictively balance the cells for optimal


    performance.




Our largest sector of penetration thus far has been the material handling sector
which we believe is a multi-billion dollar addressable market. We believe the
sector will provide us with an opportunity to grow our business as we enhance
our product mix and service levels and grow our sales to large fleets of
forklifts and GSEs. Applications of our modular packs for other industrial and
commercial uses, such as solar energy storage, are providing additional current
growth and further opportunities. We intend to continue to expand our supply
chain and customer partnerships and seek further partnerships and/or
acquisitions that provide synergy to meeting our growth and "building scale"
objectives.


The following table summarizes the new orders, shipments, and backlog activities for the last six (6) fiscal quarters:





                        Beginning                                            Ending
Fiscal Quarter Ended     Backlog         New Orders       Shipments         Backlog
March 31, 2021         $  2,759,000     $  9,977,000     $  6,826,000     $  5,910,000
June 30, 2021          $  5,910,000     $ 15,053,000     $  8,339,000     $ 12,624,000
September 30, 2021     $ 12,624,000     $ 13,122,000     $  6,313,000     $ 19,433,000
December 31, 2021      $ 19,433,000     $ 19,819,000     $  7,837,000     $ 31,415,000
March 31, 2022         $ 31,415,000     $ 20,495,000     $ 13,317,000     $ 38,593,000
June 30, 2022          $ 38,593,000     $ 11,622,000     $ 15,195,000     $ 35,020,000




24






"Backlog" represents the amount of anticipated revenues we may recognize in the
future from existing contractual orders with customers that are in progress and
have not yet shipped. Backlog values may not be indicative of future operating
results as orders may be cancelled, modified or otherwise altered by customers.
In addition, our ability to realize revenue from our backlog will be dependent
on the delivery of key parts from our suppliers and our ability to manufacture
and ship our products to customers in a timely manner. There can be no assurance
that outstanding customer orders will be fulfilled as expected and that our
backlog will result in future revenues.



As of September 12, 2022, our order backlog was approximately $29.4 million.





Business Updates



Due to the growth in orders for our energy storage solutions and accessories,
coupled with supply chain disruptions due to COVID-19 delaying our ability to
fulfill such orders, we have experienced an increase in our backlog of open
orders during Fiscal 2022.



Supply Chain Issues and Higher Procurement Costs





Due to COVID-19 pandemic, supply chain disruptions continue, notably with
delivery delays at the ports of Los Angeles and Long Beach. In addition, the
price of steel and certain other electrical components used in our products have
seen dramatic increases, along with increased shipping costs. It is impossible
to predict how long the current disruptions to the cost and availability of raw
materials and component parts will last. We implemented price increases on
certain new product orders in October 2021 and April 2022 to offset rising
global costs of raw materials and component parts. In addition, we increased our
inventory of raw materials and component parts to $16.3 million as of June 30,
2022 to mitigate supply chain disruptions and support timely deliveries.
However, there can be no assurance that our price increases, inventory levels or
any future steps we take will be sufficient to offset the rising procurement
costs and manage sourcing of raw materials and component parts effectively.

To address some of these negative consequences and to support the future growth of our business, we have implemented a number of new strategic initiatives:





Strategic Initiatives.



To support our high growth business and strategy, our first priority over the
coming quarters is achieving "profitability," specifically, cash flow breakeven.
Accordingly, we have strategic initiatives underway in two areas:



? Gross margin improvements

? Utilize lower cost, more reliable, and secondary suppliers of key components

including cells, steel, electronics, circuit boards and other key components.

? Actively manage our suppliers to avoid supply chain disruptions and related

risks.

? Introduce new designs, including a simplified "platform" that reduces part

count, lowers cost, improves manufacturability and serviceability.

? Focus on ensuring profitability of all product lines including managing mix of


    products.
  ? Seek more competitive carriers to reduce shipping costs.
  ? Implement Lean Manufacturing process to enhance capacity utilization,
    efficiency, quality.

? Introduce comprehensive "cost of quality" initiative to ensure effective and

robust processes.

? Implement "automated cell module assembly" to assemble purchased "individual"

battery cells into a "module" for the battery pack. This will enable lower

inventory from simplified SKU count and lower costs.

? Business expansion to accelerate gross margin

? Leverage current high-profile "proven customer relationships" to respond to

growing demand of large fleets for lithium-ion value proposition.

? Pursue new market that can leverage our technology and manufacturing

capabilities.

? Expand features of our popular "SkyBMS" (telemetry) which provides customized

fleet management, and real time reports.

? Expand our manufacturing and service capacities to ensure customer satisfaction

from increased deliveries, and service.

? Capitalize on our leadership position with new offerings.

? While we are "agnostic to the type of lithium chemistry," ensure our research

to support other chemistries as they may become available. Ensure we have

leadership with our core technology, without dependence on purchasing critical


   technology.



There can be no assurance that these initiatives and efforts will be successful.





New Product Update



During the second half of the Fiscal 2022, we introduced new product designs to
respond to customer requests and to allow for greater operational efficiencies
for us. Some of the improvements included higher capacities for extra-long and
demanding shifts, easier servicing, cost efficiencies, and other features to
solve a variety of existing performance challenges of customer operations. We
intend to continue to develop and to introduce new product designs for margin
enhancement, part commonality and improved serviceability.



In March 2022, we introduced three (3) new products:





      Product                          Description
  ?   L36 lithium-ion battery      ?   The L36 addresses the 3-wheel forklift market.
      pack, a 36-volt option for       According to our OEM partners the 3-wheel
      3-wheel forklifts;               forklift offerings are some of their best
                                       selling products. We are now strategically
                                       placed to fully address this market.
  ?   C48 lithium-ion battery      ?   The improved robustness and environmental

pack for Automated Guided protections mean it is no longer just a solar


      Vehicles (AGV) and               battery, but is now being sold into 

tugs and

Autonomous Mobile Robots other types of industrial equipment, expanding


      (AMR); and                       our product offerings.

? S24 lithium-ion battery ? The S24-210Ah is a new high-capacity variant of

pack providing twice the our 'slim' walkie battery and addresses some of


      capacity (210Ah) for             the toughest walkie applications in 

the market,

Walkie Pallet Jacks for          giving exceptional runtime and fast recharge
      heavy duty                       times when paired with an external high-powered
                                       charger.




25





Overview of 2022 Financing Activities





Registered Direct Offering



On September 22, 2021, we entered into a securities purchase agreement (the
"Purchase Agreement") with several institutional and accredited investors (the
"Purchasers"), pursuant to which we sold in a registered direct offering an
aggregate of 2,142,860 shares of or Common Stock (the "Shares") and warrants to
purchase up to 1,071,430 shares of our common stock (the "Warrants"), at a
combined purchase price of $7.00 per share and related Warrant. The aggregate
gross proceeds of the Registered Offering were approximately $15 million, before
deducting placement agent fees and offering expenses (the "Registered
Offering"). H.C. Wainwright & Co., LLC ("HCW" or the "Placement Agent") acted as
our exclusive Placement Agent in connection with the Registered Offering and was
paid a cash fee equal to 6.0% of the gross proceeds of the Registered Offering.
The net proceeds from the Registered Offering, after deducting Placement Agent
fees and other offering expenses, were approximately $13.7 million. The
Registered Offering closed on September 27, 2021.



At-The-Market Offering



On October 16, 2020, we filed a shelf registration on Form S-3 for up to $50
million to support our ability to raise capital to support our business growth.
In connection with the shelf registration statement, in December 2020, we
entered into a Sales Agreement with H.C. Wainwright & Co., LLC enabling us to
sell shares of our common stock in an "At-The-Market" offering from time to
time. On May 27, 2021 we filed an amendment to the prospectus supplement dated
December 21, 2020 allowing us to sell up to $20 million of shares under the
At-The-Market offering program ("ATM Offering"). In Fiscal 2021 we sold an
aggregate of 978,782 shares of common stock at an average price of $12.93 per
share for gross proceeds of approximately $12.7 million in the ATM Offering,
prior to deducting commissions and other offering related expenses. In Fiscal
2022, we sold an additional 190,782 shares of common stock at average price of
$8.70 per share for gross proceeds of approximately $1.7 million in the ATM
Offering, prior to deducting commissions and other offering related expenses. As
of June 30, 2022, approximately $5.7 million remained available under the ATM
Offering for future sales of our common stock.



SVB Revolving Line of Credit



On June 23, 2022, we entered into a Second Amendment to Loan and Security
Agreement ("Second Amendment") with Silicon Valley Bank ("SVB"), which amended
certain terms of the Loan and Security Agreement dated November 9, 2020, as
amended on October 29, 2021 (together with the Second Amendment, the
"Agreement"), including but not limited to, (i) to increase the amount of the
revolving line of credit from $6.0 million to $8.0 million (the "SVB Credit
Facility"), (ii) to change the financial covenants of the Company from tangible
net worth to adjusted EBITDA (as defined in the Second Amendment) on a trailing
six (6) month basis and liquidity ratio certified as of the end of each month
pursuant to the calculations set forth therein, and (iii) to allow for the
assignment and transfer by SVB of all of its obligations, rights and benefits
under the Agreement and Loan Documents (as defined in the Agreement and except
for the Warrants).



We have used the SVB Credit Facility from-time-to-time. As of June 30, 2022, the
outstanding balance of the revolving line of credit was approximately $4.9
million, with approximately $3.1 million of the SVB Credit Facility remained
available for future draws through November 7, 2022, unless the credit facility
is renewed and its term is extended prior to its expiration.



26






Subordinate Line of Credit



On May 11, 2022, we entered into a subordinated Credit Facility Agreement with
Cleveland Capital, L.P., a Delaware limited partnership ("Cleveland"), Herndon
Plant Oakley, Ltd., ("HPO"), and other lenders (together with Cleveland and HPO,
the "Lenders") which provided us with a short-term line of credit (the "LOC") of
not less than $3,000,000 and not more than $5,000,000, the proceeds of which are
to be used by us for working capital purposes. Each Lender severally agreed to
make loans (each such loan, an "Advance") up to such Lender's Commitment Amount
("Commitment Amount") to the Company from time to time, until the December 31,
2022 (the "Due Date"). Pursuant to the LOC and Form of Promissory Note, Advances
made by any Lender, while outstanding, will bear an interest rate of 15.0% per
annum in favor of each respective Lender.



Amount due under the LOC, if any, is due and payable on (i) the "Due Date in
cash or shares of common stock of the Company (the "Common Stock") at the sole
election of the Company, unless extended, or (ii) on occurrence of an event of
Default (as defined in the Form of Promissory Note). The Due Date may be
extended (i) at the sole election of the Company for one (1) additional year
from the Due Date upon the payment of a commitment fee equal to two percent (2%)
of the Commitment Amount to the Lender within thirty (30) days prior to the
original Due Date, or (ii) by the Lender in writing. In addition, each Lender
subordinated their respective right to payment under the LOC to SVB's
indebtedness under the SVB Credit Facility. As of June 30, 2022, the Lenders'
commitment was for an aggregate amount of $4,000,000, with no outstanding
balance under the LOC.



In connection with entry into the LOC, we paid each Lender a one-time committee
fee in cash equal to 3.5% of such Lender's Commitment Amount for an aggregate
amount of $140,000. In addition, in consideration of the Lenders' commitment to
provide the Advances to the Company, we issued each Lender warrants to purchase
the number of shares of common stock equal to the product of (i) 160,000 shares
of common stock multiplied by (ii) the ratio represented by each Lender's
Commitment Amount divided by the $5,000,000 (the "Warrants"). Subject to certain
ownership limitations, the Warrants became exercisable immediately from the date
of issuance, and expire on the five (5) year anniversary of the date of issuance
and subject to adjustments, has an exercise price of $2.53 per share. Pursuant
to a selling agreement, dated as of May 11, 2022, we retained HPO as our
placement agent in connection with the Credit Facility. As compensation for
services rendered in conjunction with the Credit Facility, we paid HPO a finder
fee equal to three percent (3%) of the Commitment Amount from each such Lender
placed by HPO in cash.


Segment and Related Information

We operate as a single reportable segment.

Recent Accounting Pronouncements


Management has considered all recent accounting pronouncements issued since the
last audit of the Company's consolidated financial statements, and believes that
these recent pronouncements will not have a material effect on the Company's
condensed consolidated financial statements.



Critical Accounting Policies and Estimates





Our discussion and analysis of our financial condition 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
("GAAP"). The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues, and expenses, and the related disclosure of contingent assets and
liabilities. On an ongoing basis, we evaluate our estimates based on its
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.



We believe the following critical accounting policies and estimates affect the preparation of our financial statements:





27






Accounts Receivable


Accounts receivable are carried at their estimated collectible amounts. The Company has not experienced collections issues related to its accounts receivable and has not recorded an allowance for doubtful accounts during the years ended June 30, 2022 and 2021.





Inventories



Inventories consist primarily of battery management systems and the related
subcomponents and are stated at the lower of cost (first-in, first-out) or net
realizable value. The Company evaluates inventories to determine if write-downs
are necessary due to obsolescence or if the inventory levels are in excess of
anticipated demand at market value based on consideration of historical sales
and product development plans. The Company has no adjustment related to obsolete
inventory during the years ended June 30, 2022 and 2021.



Revenue Recognition



The Company recognizes revenue in accordance to the Accounting Standards
Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC
606") for all contracts. The Company derives its revenue from the sale of
products to customers. The Company sells its products primarily through a
distribution network of equipment dealers, OEMs and battery distributors in
primarily North America. The Company recognizes revenue for the products when
all significant risks and rewards have been transferred to the customer, there
is no continuing managerial involvement associated with ownership of the goods
sold is retained, no effective control over the goods sold is retained, the
amount of revenue can be measured reliably, it is probable that the economic
benefits associated with the transactions will flow to the Company and the costs
incurred or to be incurred with respect to the transaction can be measured
reliably.



Product revenue is recognized as a distinct single performance obligation which
represents the point in time that our customer receives delivery of the
products. Our customers do have a right to return product, but our returns

have
historically been minimal.



Product Warranties



The Company evaluates its exposure to product warranty obligations based on
historical experience. Our products, primarily lift equipment packs, are
warrantied for five years unless modified by a separate agreement. As of June
30, 2022 and 2021, the Company carried warranty liability of approximately
$1,012,000 and $895,000, respectively, which is included in accrued expenses on
the Company's consolidated balance sheets.



Stock-based Compensation



Pursuant to the provisions of the Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") Topic No. 718-10, Compensation-Stock
Compensation, which establishes accounting for equity instruments exchanged for
employee service, we utilize the Black-Scholes option pricing model to estimate
the fair value of employee stock option awards at the date of grant, which
requires the input of highly subjective assumptions, including expected
volatility and expected life. Changes in these inputs and assumptions can
materially affect the measure of estimated fair value of our share-based
compensation. These assumptions are subjective and generally require significant
analysis and judgment to develop. When estimating fair value, some of the
assumptions will be based on, or determined from, external data and other
assumptions may be derived from our historical experience with stock-based
payment arrangements. The appropriate weight to place on historical experience
is a matter of judgment, based on relevant facts and circumstances.



Common stock or equity instruments such as warrants issued for services to
non-employees are valued at their estimated fair value at the measurement date
(the date when a firm commitment for performance of the services is reached,
typically the date of issuance, or when performance is complete). If the total
value exceeds the par value of the stock issued, the value in excess of the par
value is added to the additional paid-in-capital.



28





Recently Adopted Accounting Pronouncements

The Company did not adopt any new accounting pronouncements for the year ended June 30, 2022.





Results of Operations



Comparison of Results of Operations of the Years ended June 30, 2022 and 2021

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this Annual Report.

The following table represents our statement of operations for the years ended June 30, 2022 ("Fiscal 2022") and June 30, 2021 ("Fiscal 2021").





                                      Year Ended June 30,                    Year Ended June 30,
                                              2022                                   2021
                                     $             % of Revenues            $             % of Revenues
Revenues                       $   42,333,000                 100 %   $   26,257,000                 100 %
Cost of sales                      35,034,000                  83 %       20,467,000                  78 %
Gross profit                        7,299,000                  17 %        5,790,000                  22 %

Operating expenses:
Selling and administrative         15,515,000                  37 %       12,599,000                  48 %
Research and development            7,141,000                  17 %        6,669,000                  25 %
Total operating expenses           22,656,000                  54 %       19,268,000                  73 %

Operating loss                    (15,357,000 )               -36 %      (13,478,000 )               -51 %

Other income (expense):
Other income                                -                   - %        1,307,000                   4 %
Interest expense                     (252,000 )                -1 %         (622,000 )                -2 %

Net loss                       $  (15,609,000 )               -37 %   $  (12,793,000 )               -49 %




Revenues



Historically our product focus has been on lift equipment, reflecting a mix of
walkie pallet jacks and higher capacity packs for Class 1, 2, and 3 forklifts.
Over the past two years, we expanded our product offering into adjacent
applications, including airport GSE, stationary energy storage and other
solutions for industrial and commercial applications. The launch of larger packs
over the past two years has shifted our portfolio mix to include packs with
higher selling prices as compared to our historical mix. We believe that we are
well positioned to address the needs of many segments within the material
handling sector in light of our modular and scalable battery pack design coupled
with our proprietary battery management system that can be coupled with our
telemetry based "SkyBMS" product offering.



We sell our products through a number of different channels including OEMs, lift
equipment dealers and battery distributors as well as directly to end users,
primarily in North America. The channels sell principally to large company,
national accounts. We sell certain battery packs directly to other accounts
including industrial equipment manufacturers and end users.



29






Revenues for Fiscal 2022 increased $16,076,000 or 61%, to $42,333,000, compared
to $26,257,000 for Fiscal 2021. The increase in revenues was due to sales of
energy storage solutions with higher average selling prices and a higher volume
of units sold. The increase in revenues included both greater sales to existing
customers as well as initial sales to new customers.



Cost of Sales


Cost of sales for Fiscal 2022 increased $14,567,000 or 71%, to $35,034,000, compared to $20,467,000 for Fiscal 2021. The increase in cost of sales was directly associated with higher sales of energy storage solutions, as well as increased costs of steel, electronic parts, and common off the shelf parts chiefly as a result of the supply chain interruptions. Cost of sales as a percentage of revenues for Fiscal 2022 was 83%, an increase of 5 percentage points over 78% for the Fiscal 2021.





Gross Profit



Gross profit for Fiscal 2022 increased $1,509,000 or 26%, to $7,299,000,
compared to $5,790,000 for the Fiscal 2021. The gross profit margin (gross
profit as a percent of revenues) decreased to 17% for Fiscal 2022 compared to
22% for Fiscal 2021. Gross profit was negatively impacted by higher costs for
steel, electronic parts, and common off the shelf parts during Fiscal 2022,
partially offset by higher revenues associated with increased sales of energy
storage solutions.



Selling and Administrative



Selling and administrative expenses for Fiscal 2022 increased $2,916,000 or 23%,
to $15,515,000, compared to $12,599,000 for Fiscal 2021. The increase was
primarily attributable to increases in personnel expenses related to new hires
and temporary labor of approximately $1,400,000, outbound shipping costs of
$248,000, insurance premiums of $440,000, marketing expenses of $273,000,
depreciation expense of $301,000, travel expenses of $153,000, facility related
expenses of $131,000, bad debt expense of $76,000, and total other
administrative operating expenses of $218,000, partially offset by decreases in
stock-based compensation of $49,000 and accounting and legal expenses of
$226,000.



Research and Development



Research and development expenses for Fiscal 2022 increased $472,000 or 7%, to
$7,141,000, compared to $6,669,000 for Fiscal 2021. Such expenses consisted
primarily of materials, supplies, salaries and personnel related expenses,
product testing, consulting, and other expenses associated with revisions to
existing product designs and new product development. The increase in research
and development expenses was primarily due to expenses related to development of
new products and UL certifications of approximately $233,000, higher personnel
expenses related to new hires and temporary labor of $204,000, travel expenses
of $15,000, and facility related expenses of $58,000, partially offset by a
decrease in stock-based compensation of $33,000.



Other Income



Other income for Fiscal 2021 represented the forgiveness of the entire PPP Loan
of approximately $1,297,000 in principal, together with all accrued interest of
approximately $10,000. The Small Business Administration notified us that our
loan and accrued interest had been forgiven on February 9, 2021.



Interest Expense



Interest expense for Fiscal 2022 decreased $370,000 or 59%, to $252,000,
compared to $622,000 for Fiscal 2021. Interest expense was primarily related to
our outstanding lines of credit and convertible promissory note. Also included
in interest expense during Fiscal 2021 was additional interest expense of
approximately $174,000 representing the amortization of debt discount related to
Cleveland Loan that was paid off during Fiscal 2021.



30






Net Loss


Net loss during Fiscal 2022 increased $2,816,000 or 22%, to $15,609,000 compared to $12,793,000 for Fiscal 2021. The higher net loss for Fiscal 2022 was primarily attributable to increased operating expenses, and decreased other income, partially offset by an increase in gross profit and a decrease in interest expense.





Adjusted EBITDA



Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is calculated
taking net income and adding back the expenses related to interest, income
taxes, depreciation, amortization, and stock-based compensation, each of which
has been calculated in accordance with GAAP. Adjusted EBITDA was a loss of
approximately $14,071,000 for the Fiscal 2022 compared to a loss of $11,100,000
for the Fiscal 2021.



Management believes that Adjusted EBITDA, when viewed with our results under
GAAP and the accompanying reconciliations, provides useful information about our
period-over-period results. Adjusted EBITDA is presented because management
believes it provides additional information with respect to the performance of
our fundamental business activities and is also frequently used by securities
analysts, investors and other interested parties in the evaluation of comparable
companies. We also rely on Adjusted EBITDA as a primary measure to review and
assess the operating performance of our company and our management team.



As Adjusted EBITDA is a non-GAAP financial measure, it should not be construed
as a substitute for Net income (loss) (as determined in accordance with GAAP)
for the purpose of analyzing our operating performance or financial position.



A reconciliation of our Adjusted EBITDA to Net loss is included in the table
below:



                                     Years Ended June 30,
                                    2022              2021
Net loss                        $ (15,609,000 )   $ (12,793,000 )
Interest, net                         252,000           622,000
Income tax provision                        -                 -
Depreciation and amortization         575,000           274,000
EBITDA                            (14,782,000 )     (11,897,000 )
Stock-based compensation              711,000           797,000
Adjusted EBITDA                 $ (14,071,000 )   $ (11,100,000 )

Liquidity and Capital Resources





Overview



As of June 30, 2022, we had a cash balance of $485,000 and an accumulated
deficit of $81,814,000. For the year ended June 30, 2022, we had negative cash
flow of $23.9 million. Historically our business has not generated sufficient
cash to fund our operations. However, based on  our ability to recognize revenue
from our existing backlog we anticipate increased revenues along with the
planned improvements in our gross margin over the next twelve (12) months. Our
planned gross margin improvement tasks include, but is not limited to, a plan to
drive bill of material costs down while increasing price of our products for new
orders. We have received new orders in fiscal year ended June 30, 2022, of
approximately $65 million and believe through conversations with our customers
that our anticipation of continued new order increases is probable.



We believe that our existing cash, together with $3.2 million that currently
remains available under our $8.0 million revolving line of credit with Silicon
Valley Bank ("SVB Credit Facility"), and $4.0 million available under the
subordinated line of credit ("Subordinated LOC") as of September 12, 2022, will
be sufficient to meet our anticipated capital resources to fund planned
operations for the next twelve (12) months. See "Future Liquidity Needs" below.



Cash Flow Summary



                                                  Year Ended June 30,
                                                2022              2021

Net cash used in operating activities $ (23,893,000 ) $ (18,358,000 ) Net cash used in investing activities

            (797,000 )      (1,102,000 )
Net cash provided by financing activities      20,462,000        23,447,000
Net change in cash                          $  (4,228,000 )   $   3,987,000




31






Operating Activities



Net cash used in operating activities was $23,893,000 for Fiscal 2022, compared
to net cash used in operating activities of $18,358,000 for Fiscal 2021. The
primary usages of cash for the Fiscal 2022 were the net loss of $15,609,000 and
increases in accounts receivable, inventory, and other assets, and decreases in
accounts payable, accrued expenses and office lease payable, that were partially
offset by increases in customer deposits, deferred revenue and non-cash
operating costs. The primary usages of cash for the Fiscal 2021 were the net
loss of $12,793,000, increases in accounts receivable, inventory, and other
assets, and decreases in customer deposits, amount due to factoring facility,
accrued interest, and office lease payable, that were partially offset by
increases in accounts payable, accrued expenses, deferred revenue, and non-cash
operating costs.



Investing Activities



Net cash used in investing activities for Fiscal 2022 was $797,000 and consisted
primarily of the costs of internally developed software, purchase of furniture
and office equipment, and warehouse equipment.



Net cash used in investing activities for Fiscal 2021 was $1,102,000 and consisted primarily of the costs of internally developed software, and purchases of furniture and office equipment, computer software, and warehouse equipment.





Financing Activities



Net cash provided by financing activities was $20,462,000 for Fiscal 2022, and
primarily consisted of $13,971,000 in net proceeds from the issuance of common
stock in the registered offering completed in September 2021, $4,889,000 in net
borrowings under the SVB Credit Facility, and $1,602,000 in net proceeds from
sales of common stock under our ATM Offering.



Net cash provided by financing activities was $23,447,000 for the Fiscal 2021,
and primarily consisted of $10,698,000 in net proceeds from issuances of common
stock in the public offering completed in August 2020, $3,200,000 from a private
placement completed in July 2021, $12,102,000 in net proceeds from sales of
common stock under our ATM Offering, and $55,000 proceeds from stock option and
warrant exercises, which were partially offset by $2,580,000 in payments of
outstanding related party borrowings, and $28,000 in payment of financing lease
payable.



Future Liquidity Needs



We have evaluated our expected cash requirements over the next twelve (12)
months, which include, but are not limited to, investments in additional sales
and marketing and research and development, capital expenditures, and working
capital requirements. We believe that our existing cash and additional funding
available under our SVB Credit Facility, combined with funds available to us
under our Subordinated LOC of up to $4.0 million will be sufficient to meet our
anticipated capital resources to fund planned operations for the next twelve
(12) months. As of September 12, 2022, $3.2 million remained available under the
SVB Credit Facility and $4.0 million was available for future draws under the
Subordinated LOC. In addition, to support our operations and anticipated growth,
we intend to continue our efforts to secure additional capital from a variety of
current and new sources including, but not limited to, sales of our equity
securities. We also continue to execute our cost reduction, sourcing, pricing
recovery initiatives in efforts to increase our gross margins and improve cash
flow from operations.



Although management believes that our existing cash and the additional funding
sources currently available to us under the lines of credit are sufficient to
fund planned operations, our ability to draw funds from the line of credit are
subject to certain restrictions and covenants. If we are unable to meet the
conditions provided in the loan documents, the funds will not be available to
us. In addition, should there be any delays in the receipts of key component
parts, due in part to supply change disruptions, our ability to fulfil the
backlog of sales orders will be negatively impacted resulting in lower
availability of cash resources from operations. In that event, we may be
required to raise additional funds by issuing equity or convertible debt
securities. If such funds are not available when required, management will be
required to curtail investments in additional sales and marketing and product
development, which may have a material adverse effect on future cash flows and
results of operations. In addition, any, unforeseen factors in the general
economy beyond management's control could potentially have negative impact on
the planned gross margin improvement plan.



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In the event we are required to obtain additional funds, there is no guarantee
that additional funds will be available on a timely basis or on acceptable
terms. To the extent that we raise additional funds by issuing equity or
convertible debt securities, our stockholders may experience additional dilution
and such financing may involve restrictive covenants.

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