US LIGHTING GROUP, INC.

(USLG)
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US Lighting : U.S. LIGHTING GROUP, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

05/05/2021 | 02:51pm EDT
This Management's Discussion and Analysis of Financial Condition and Results of
Operations includes a number of forward-looking statements that reflect
Management's current views with respect to future events and financial
performance. You can identify these statements by forward-looking words such as
"may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or
similar words. Those statements include statements regarding the intent, belief
or current expectations of us and members of our management team as well as the
assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risk and uncertainties, and that actual results may
differ materially from those contemplated by such forward-looking statements.



Readers are urged to carefully review and consider the various disclosures made
by us in this report and in our other reports filed with the Securities and
Exchange Commission. Important factors currently known to Management could cause
actual results to differ materially from those in forward-looking statements. We
undertake no obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events or changes
in the future operating results over time. We believe that our assumptions are
based upon reasonable data derived from and known about our business and
operations. No assurances are made that actual results of operations or the
results of our future activities will not differ materially from our
assumptions. Factors that could cause differences include, but are not limited
to, expected market demand for our products, fluctuations in pricing for
materials, and competition.



General Overview



We are engaged in the business of manufacturing and distributing LED digital
gauges, automotive electronics, and accessories for commercial and industrial
customers, as well as LED lighting tubes and bulbs.



Principal Products


US Lighting Group designs, manufactures, and distributes 4' LED tube lights that
are superior in power usage, lifespan, warranty, and cost savings, because of
the exclusive minimalistic design and proprietary manufacturing processes.
Channels to market include The Home Depot drop ship program, and earlier in the
company history, a chain of reginal distributors. US Lighting Group, Inc. has
research and development, testing, and production facilities based in Euclid,
Ohio, USA where all products are engineered and manufactured from domestic
and
imported components.


The US Lighting Group currently produces a series of bulbs, each with their own unique specifications and applications:

? BH4 Series is our flagship LED light bulb line and has remained our top seller

throughout the years. The BH4 bulb is a powerful, highly efficient top-level

bulb offering the greatest savings potential and longest life span at 21

    years. This light has been engineered to emit zero RF.


? GFY Series designed for those looking for something a little less powerful and

lower cost. This series combines the demand for lower-watt bulbs with the need

for highly efficient, sustainable lighting options to create two highly

affordable LED bulb options. This tube is more cost-effective on the upfront

purchase, while still offering a 15-year warranty and significant savings on

    energy costs.



? FEB Series is our plug-and-play LED lighting option with power at each end

    that works with both electronic and magnetic ballasts.




                                       15




Distribution and Current Market

LED lighting is a commodity product, which has become very competitive due to
overseas imports with low pricing, making it a difficult climate for US Lighting
Group, Inc. to operate in. We are looking into other LED lighting product lines
that would leverage our electronics innovativeness to provide more
specialty-type LED lighting. US Lighting Group has a supplier contractual
relationship with The Home Depot. Customers can order product online at
HomeDepot.com and it ships to the customer directly from our warehouse, however
the sales have been minimal in the last two years.



US Lighting Group is looking at other industries such as robotics and fiberglass, but they are still in the early development stage.



Intellitronix Corporation



In recent years, the Company's primary activity has been centered around
Intellitronix. Intellitronix is engaged in automotive electronics manufacturing,
serving a niche market of aftermarket electronics for customer installations as
well as several emerging OEM applications.



Products


? Automotive - Our portfolio includes direct fit replacement gauge panels for

specific vehicle models manufactured by Chevrolet, Ford, Jeep, etc. and

universal gauges for numerous other makes and models of classic cars. Other

products include vehicle lighting, ignition systems, RPM switches and other

automotive electronics. Intellitronix Corporation is a well-established brand

that is available to consumers through major aftermarket distributors. The

    Company offers a Limited Lifetime Factory Warranty on all its branded
    products.



? Marine - We design and manufacture products for the marine industry including

GPS controlled marine speedometer and Prometheus Ignition System to guard

    against ignition failures.



? OEM - In recent years, we have developed several custom OEM projects from

design to production for companies such as Kawasaki Motors and Coachman RV.

The Energy Management Multifunctional System (EMMS) was designed and

manufactured for recreational vehicles as an OEM project, and our first

customer orders were recently received. The 4-in-1 unit that is currently in

development incorporates energy management and load shed, a breaker panel,

automatic transfer switch, automatic generator starter plus display unit,

    Bluetooth, WiFi and multiplexing capabilities.




Our capabilities include a broad range of design and manufacturing services,
such as various microprocessor-controlled products for the automotive,
electronic, marine, and recreational vehicle markets and the Company has been
leveraging its competitive advantage as an efficient low-cost manufacturing
partner to other OEM providers. We are focusing on growing the OEM and private
label segments that provide high-volume and low-overhead manufacturing
opportunities.



The vast majority of our products are manufactured at our facility in Euclid, Ohio.




Distribution



We currently have three sales channels, including Intellitronix branded
automotive product lines sold through business-to-consumer (B2C) and retail
channels, business-to-business (B2B) and private labeled product lines, and
original equipment manufacturers (OEM). For OEM customers, we provide design and
manufacturing services to meet original equipment manufacturer's specifications,
and these products are incorporated in the new vehicles. The most recent
projects have been completed in the growing RV industry, meeting all applicable
safety standards. Our customers include O'Reilly Auto Parts, Summit Racing
Equipment, JEGS, Kawasaki Motors, Coachman RV, US Auto Parts, CJ Pony Parts,
Corvette Central, Mid America Motorworks, Eckler's, and others. We also sell our
products through eBay, Amazon, and other e-commerce platforms.



                                       16





COVID-19 Considerations



Through the date these financial statements were issued, the COVID-19 pandemic
did not have a net material impact on our operating results. In the future, the
pandemic may cause reduced demand for our products if, for example, the pandemic
results in a recessionary economic environment, which negatively effects the
consumers who purchase our products.



Our ability to operate without significant negative operational impact from the
COVID-19 pandemic will in part depend on our ability to protect our employees
and our supply chain. The Company has endeavored to follow the recommended
actions of government and health authorities to protect our employees. Through
the date that these financial statements were issued, we maintained the
consistency of our operations during the onset of the COVID-19 pandemic.
However, the uncertainty resulting from the pandemic could result in an
unforeseen disruption to our workforce and supply chain (for example, an
inability of a key supplier or transportation supplier to source and transport
materials) that could negatively impact our operations.



Through the date that these financial statements were issued, the COVID-19
pandemic has not negatively impacted the Company's liquidity position as of such
date, and the Company continues to generate cash flows to meet its short-term
liquidity needs, and it expects to maintain access to the capital markets. The
Company has not observed any material impairments of its assets or a significant
change in the fair value of its assets due to the COVID-19 pandemic.



Critical Accounting Policies




This "Management's Discussion and Analysis of Financial Condition and Results of
Operations" section is based upon our consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America ("U.S. GAAP"). The preparation of consolidated
financial statements requires that we make estimates and judgments that affect
the reported amounts of assets, liabilities, net sales and expenses and related
disclosures. On an ongoing basis, we evaluate our estimates, including, but not
limited to, those related to inventories, income taxes, accounts receivable
allowance, fair value derivatives, and reserve for warranty claims. We base our
estimates on historical experience, performance metrics and on various other
assumptions that we believe 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 will differ from these estimates under different assumptions or
conditions. We apply the following critical accounting policies in the
preparation of our consolidated financial statements:



Use of Estimates



Financial statements prepared in accordance with accounting principles generally
accepted in the United States require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Among other things, management estimates
include the estimated collectability of its accounts receivable, the valuation
of long lived assets, warranty reserves, the assumptions used to calculate
derivative liabilities, assumptions used to value equity instruments issued for
financing and compensation, and the valuation of deferred tax assets. Actual
results could differ from those estimates.



Revenue recognition


We recognize revenue in accordance with Accounting Standard Update ("ASU") No.
2014-09. This standard provides authoritative guidance clarifying the principles
for recognizing revenue and developing a common revenue standard for U.S.
generally accepted accounting principles. The core principle of the guidance is
that an entity should recognize revenue to depict the transfer of promised goods
and services to customers in an amount that reflects the consideration to which
the entity expects to be entitled in the exchange for those goods or services.



Under this guidance, revenue is recognized when control of promised goods or
services is transferred to the Company's customers, in an amount that reflects
the consideration the Company expects to be entitled to in exchange for those
goods or services. The Company reviews its sales transactions to identify
contractual rights, performance obligations, and transaction prices, including
the allocation of prices to separate performance obligations, if applicable.
Revenue and costs of sales are recognized once products are delivered to the
customer's control and performance obligations are satisfied.



                                       17




Products sold by the Company are distinct individual products. The products are
offered for sale as finished goods only, and there are no performance
obligations required post-shipment for customers to derive the expected value
from them. Most of the Company's sales are received through several eBay
web-commerce websites, which requires customer payment at time of order
placement.



The Company does offer a 30-day return policy from the date of shipment. The Company also provides a limited lifetime warranty on its products. Due to a limited history of returns, the Company does not maintain a warranty reserve.

Recent Accounting Pronouncements

See Note 2 of Notes to the Condensed Consolidated Financial Statements for management's discussion of recent accounting pronouncements.

Results of Operations for the Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31, 2020

Our revenue, operating expenses, and net loss from operations for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020, were as follows:



                                                For the three months ended                      Percentage
                                                         March 31,                                Change
                                                  2021              2020          Change       Inc. (Dec.)
Total Sales, net                                   944,000           756,000       188,000               25 %
Total Cost of goods sold                           406,000           226,000       180,000               80 %
Gross profit                                       538,000           530,000         8,000                2 %

Operating expenses
Selling, general and administrative expenses       562,000           521,000        41,000                8 %
Product development costs                           84,000            95,000       (11,000 )            (12 )%
Total operating expenses                           646,000           616,000        30,000                5 %
Loss from operations                              (108,000 )         (86,000 )     (22,000 )             26 %
Other expense                                      (40,000 )         (43,000 )       3,000               (7 )%
Net Loss                                       $  (148,000 )     $  (129,000 )   $ (19,000 )             15 %




Sales



Sales increased by $188,000 (25%) to $944,000 for the three months ended March
31, 2021, compared to $756,000 for the three months ended March 31, 2020. The
increase in revenue is attributed to the successful completion of several R&D
projects that resulted in increased purchasing activity by OEM and private label
customers as well as organic growth of the market share of Intellitronix branded
products.



Cost of Goods Sold



Cost of goods sold increased by $180,000 (80%) to $406,000 for the three months
ended March 31, 2021, compared to $226,000 for the three months ended March 31,
2020. The increase in costs of goods sold was primarily attributable to
increased sales. Gross profit as a percentage of sales decreased to 57% for
three months ended March 31, 2021 from 70% for the three months ended March 31,
2020, or 13%, a decrease of 19%. The decline in gross margin is attributed to
significant increases in direct material pricing, higher direct labor expense
due a very tight labor market and a change in our sales mix from less direct to
consumer sales at higher margins to more business to business sales at lower
margins.



                                       18





Operating Expenses


Operating expenses include selling, general and administrative expenses, and product development costs.




Selling, general and administrative expenses increased by 41,000 (8%) to
$562,000 for the three months ended March 31, 2021, compared to $521,000 for the
three months ended March 31, 2020. The increase in selling, general and
administrative expenses is primarily attributable to additional financial and
customer support personnel.


Product development costs decreased by 11,000 (12%) to $84,000 for the three months ended March 31, 2021, compared to $95,000 for the three months ended March 31, 2020. The decrease in product development costs is primarily attributable a focus on fewer new products with higher margins.



Loss from Operations



Loss from operations increased to approximately $108,000 during the three months
ended March 31, 2021, compared to a loss from operations of $86,000 during the
three months ended March 31, 2020. The increase in loss from operations was due
to increased gross profit, offset by increased operating expenses, as discussed
above.



Other Expense



Other expense for the three months ended March 31, 2021 was $40,000, as compared
to other expense of $43,000 for the three months ended March 31, 2020. During
the three months ended March 31, 2021, we recorded a gain on extinguishment of
debt of $9,000 and sublease income from a related party of $15,000, both of
which did not exist during the prior year period. Interest expense for the three
months ended March 31, 2021 was $64,000, as compared to $43,000 for the three
months ended March 31, 2020.



Net Loss



Net loss was $148,000 during the three months ended March 31, 2020, compared to
a net loss of $129,000 for the three months ended March 31, 2020. The increase
in net loss was due to increased gross profit, decreased other expenses, offset
by increased operating expenses, as discussed above.



Liquidity and Capital Resources




Our working capital deficiency as of March 31, 2020 and December 31, 2020 was as
follows:



                                    As of             As of
                                  March 31,       December 31,
                                     2021             2020
Current Assets                   $    577,000     $     908,000
Current Liabilities                 3,468,000         3,795,000

Net Working Capital Deficiency $ (2,891,000 ) $ (2,887,000 )





The following summarizes our cash flow activity for the three months ended March
31, 2021 and 2020:



Cash Flows



                                                                Three months       Three months
                                                                   ended              ended
                                                                 March 31,          March 31,
                                                                    2021               2020
Net cash provided by (used in) Operating Activities            $      277,000     $      (57,000 )
Net cash used in Investing Activities                                (141,000 )           (2,000 )
Net cash provided by (used in) Financing Activities                  (135,000 )          159,000
Increase in cash during the period                                      1,000            100,000
Cash, Beginning of Period                                             108,000            107,000
Cash, End of Period                                            $      109,000     $      207,000




                                       19




At March 31, 2021, we had a working capital deficit of approximately $2.9 million compared to a working capital deficit of $2.9 million at December 31, 2020.

Net cash provided by operating activities for the three months ended March 31,
2021 totaled $277,000, compared to net cash used in operating activities for the
three months ended March 31, 2020 of $57,000. The improvement in net cash
provided by operating activities for the three months ended March 31, 2021 was
primarily due to the decrease in our accounts receivable balance of $381,000,
and routine changes in our working capital accounts of $36,000.



Net cash used in investing activities was approximately $141,000 for the three
months ended March 31, 2021, compared to $2,000 for the three months ended March
31, 2020. During the three months ended March 31, 2021, the Company purchased
production equipment for $86,000, a vehicle for $40,000, and other property and
equipment for $15,000. Net cash used in investing activities was approximately
$2,000 for three months ended March 31, 2020 and relates to the purchase of
office equipment.



Net cash used in financing activities for the three months ended March 31, 2021
was $135,000 and included proceeds of $150,000 received in the private placement
of common stock, and $125,000 from proceeds from the issuance of notes payable.
These proceeds were offset by the repayment of $45,000 of notes payable,
repayment of $14,000 on the line of credit, and repayment of $351,000 of notes
payable to a related party. Net cash provided by financing activities for the
three months ended March 31, 2020 was $159,000 and included $50,000 of proceeds
from the private placement of common stock, $88,000 from the issuance of secured
convertible promissory notes, $150,000 in proceeds from loans payable, and
$40,000 in proceeds from notes payable to a related party. These proceeds were
offset by the payment of $4,000 on a finance lease, repayment of $71,000 of
notes payable, and repayment of $94,000 of notes payable to a related party.



Since inception, our principal sources of liquidity have been cash provided by
financing, including through the private placement of convertible notes and
equity securities, loans, and gross profit from the sales of our products. Our
principal uses of cash have been primarily for labor and outside services,
expansion of our operations, development of new products and improvement of
existing products, expansion of marketing efforts to promote our products and
brand, and capital expenditures. We anticipate that additional expenditures will
be necessary to develop and expand our assets before sufficient and consistent
positive operating cash flows will be achieved, including sufficient cash flows
to service existing liabilities and related interest. Additional funds may be
needed in order to continue production and operations, maintain profitability
and to achieve our objectives. As such, our cash resources may not be sufficient
to meet our current operating expense and production requirements, and planned
business objectives beyond the date of this Form 10-K filing without additional
financing.


Loans Payable to Related Parties




On December 1, 2016, the Company acquired Intellitronix Corporation from the
Company's President and shareholder. The Company agreed to pay $4,000,000 in
exchange for all the shares of Intellitronix Corporation. The sixty-month loan
matures in December 2021, requires monthly payments of $74,000, carries an
interest rate of 6.25%, and is secured by the assets of Intellitronix
Corporation. The loan balance on March 31, 2021 and December 31, 2020, including
accrued interest, was $1,805,000 and $2,130,000.



During the year ended December 31, 2017, the Company's President and
shareholder, contributed $125,000 of working capital to the Company. The
contributed working capital balance were converted into a loan with no interest
rate, and due on demand. The loan balance was $125,000 on both March 31, 2021
and December 31, 2020.



On April 24, 2020, the Company entered into a loan agreement (the "Loan
Agreement") with the Company's President and shareholder, Paul Spivak (the
"Lender"), pursuant to which the Company borrowed $408,000 from the Lender. The
Loan has a term of twelve months and carries an interest rate of 6.00%. The loan
balance on March 31, 2021 and December 31, 2020, including accrued interest, was
$335,000 and $330,000.



Loans Payable


On August 12, 2019, the Company entered into a PayPal Working Capital loan. The
principal amount of the loan was for $216,000. The Company received net proceeds
of $200,000, net of loan fees of $16,000. The loan has a 20-month term and
requires monthly payments equal to 20% of monthly PayPal sales proceeds, but no
less than $11,000 every 90-day period. The loan balance on March 31, 2021 and
December 31, 2020, was $32,000 and $38,000, respectively.



                                       20





On November 25, 2019, the Company entered into a PayPal Working Capital loan.
The principal amount of the loan was for $66,000. The Company received net
proceeds of $50,000, net of loan fees of $16,000. The loan has a 20-month term
and requires monthly payments equal to 20% of monthly PayPal sales proceeds, but
no less than $3,300 every 90-day period. The loan balance on March 31, 2021 and
December 31, 2020, was $10,000 and $14,000, respectively.



On March 12, 2020, the Company entered into a loan agreement with Celtic Bank in
the principal amount of $150,000 with interest at 32.09% per annum and due on
September 12, 2021. The loan requires minimum monthly principal and interest
payments of $11,000 and is secured by the Company's assets and future sales and
is personally guaranteed by the Company's CEO. The loan balance on March 31,
2021 and December 31, 2020, was $58,000 and $86,000, respectively.



On August 26, 2020, the Company entered into a loan agreement with Apex
Commercial Capital Corp. in the principal amount of $266,000 with interest at
9.49% per annum and due on September 10, 2030. The loan requires one hundred
nineteen (119) monthly payments of $2,322, with a final balloon payment on the
one hundred twentieth (120) month, or September 10, 2030, of $224,835. The loan
is guaranteed by the Company and the Company's Chief Executive Officer and
secured by the Company's real estate. The loan balance on March 31, 2021 and
December 31, 2020, was $265,000 and $265,000, respectively.



The Company purchases vehicles for its Chief Executive Officer and for research
and development activities. Generally, vehicles are sold or traded in at the end
of the vehicle loan period. The aggregate vehicle loan balance on three vehicles
was $131,000 at December 31, 2020, with an original loan period of 72 to 144
months, and interest rates of zero percent to 10.99%. During the three months
ended March 31, 2021, the Company purchased a vehicle for $40,000, with a 72
month loan term, and an interest rate of 4.15%, and made total principal
payments of $4,000 on its vehicle loans. The aggregate loan balance on March 31,
2021 and December 31, 2020, was $167,000 and $131,000, respectively.



On August 3, 2020, the Company entered into a $18,000 term loan with Leaf
Capital related to the purchase of production equipment. The loan requires
monthly payments over the term of 36 months, has an interest rate of 8.48% per
annum, and is secured by the production equipment. The loan balance on March 31,
2021 and December 31, 2020, was $15,000 and $16,000, respectively.



On November 29, 2020, the Company entered into a $17,000 term loan with CIT Bank
related to the purchase of software for its production equipment. The loan
requires monthly payments over the term of 36 months, has an interest rate of
13.18% per annum, and is personally guaranteed by the Company's CEO. The loan
balance on March 31, 2021 and December 31, 2020, was $15,000 and $17,000,
respectively.



On February 22, 2021, the Company entered into a $86,000 term loan with CIT Bank
related to the purchase of production equipment. The loan requires monthly
payments over the term of 36 months, has an interest rate of 9.96% per annum,
and is personally guaranteed by the Company's CEO. During the three months ended
March 31, 2021, the Company made principal payments of $1,000, leaving a total
of $85,000 owed at March 31, 2021.



Convertible Secured Notes Payable

The Company issued convertible secured debentures ("Convertible Notes") to
accredited investors with interest at 10% per annum, a term of eighteen months,
and secured by all of the assets of the Company and its subsidiaries. The
Convertible Notes provide a conversion right, in which the principal amount of
the Convertible Notes, together with any accrued but unpaid interest, could be
converted into the Company's common stock at a conversion price at $0.25 per
share. The Convertible Notes balance on March 31, 2021 and December 31, 2020,
was $57,000 and $55,000, respectively. As of March 31, 2021, the Convertible
Notes were convertible into 226,356 shares of common stock.



Critical Accounting Policies and Estimates

The Securities and Exchange Commission ("SEC") defines "critical accounting
policies" as those that require application of management's most difficult,
subjective or complex judgments, often as a result of the need to make estimates
about the effect of matters that are inherently uncertain and may change in
subsequent periods. Not all of the accounting policies require management to
make difficult, subjective or complex judgments or estimates. However, the
following policies could be deemed to be critical within the SEC definition.



                                       21





Revenue recognition


We recognize revenue in accordance with Accounting Standard Update ("ASU") No.
2014-09. This standard provides authoritative guidance clarifying the principles
for recognizing revenue and developing a common revenue standard for U.S.
generally accepted accounting principles. The core principle of the guidance is
that an entity should recognize revenue to depict the transfer of promised goods
and services to customers in an amount that reflects the consideration to which
the entity expects to be entitled in the exchange for those goods or services.



Under this guidance, revenue is recognized when control of promised goods or
services is transferred to the Company's customers, in an amount that reflects
the consideration the Company expects to be entitled to in exchange for those
goods or services. The Company reviews its sales transactions to identify
contractual rights, performance obligations, and transaction prices, including
the allocation of prices to separate performance obligations, if applicable.
Revenue and costs of sales are recognized once products are delivered to the
customer's control and performance obligations are satisfied.



Products sold by the Company are distinct individual products. The products are
offered for sale as finished goods only, and there are no performance
obligations required post-shipment for customers to derive the expected value
from them. Most of the Company's sales are received through several eBay
web-commerce websites, which requires customer payment at time of order
placement.



The Company does offer a 30-day return policy from the date of shipment. The Company also provides a limited lifetime warranty on its products. Due to a limited history of returns, the Company does not maintain a warranty reserve.

Recent Accounting Pronouncements

See Note 2 of the condensed consolidated financial statements for management's discussion of recent accounting pronouncements.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 4,02 M - -
Net income 2020 0,49 M - -
Net Debt 2020 3,17 M - -
P/E ratio 2020 40,3x
Yield 2020 -
Capitalization 14,2 M 14,2 M -
EV / Sales 2019 21,3x
EV / Sales 2020 5,82x
Nbr of Employees 41
Free-Float 48,9%
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Managers and Directors
Anthony Corpora President, CEO, Treasurer & Director
Steven E. Eisenberg Chief Financial Officer
Olga Smirnova Secretary & Director
Patricia Salaciak Director & Marketing Director
Sector and Competitors