10-Q 1 f10q_081418p.htm FORM 10-Q

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ___________

 

Commission File Number: 001-38078

 

 

ADOMANI, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware 46-0774222

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

4740 Green River Road, Suite 106

Corona, CA 92880

(Address of principal executive offices, including zip code)

 

(951) 407-9860

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒    No ☐

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
       
Non-accelerated filer ☒ (Do not check if a smaller reporting company) Smaller reporting company
    Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

 

The number of shares outstanding of the registrant’s only class of common stock as of August 6, 2018 was 72,503,376

 

 

 

 

 

 

ADOMANI, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018

 

Part I. FINANCIAL INFORMATION

 

    PAGE
     
Item 1. Financial Statements:  
     
  Unaudited Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017 2
     
  Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2018 and 2017 3
     
  Unaudited Consolidated Statement of Stockholders’ Equity for the Six Months Ended June 30, 2018 4
     
  Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017 5
     
  Notes to Unaudited Consolidated Financial Statements 6
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 13
     
Item 3. Quantitative and Qualitative Disclosure about Market Risk 22
     
Item 4. Controls and Procedures 23
     
Part II. OTHER INFORMATION
     
Item 1. Legal Proceedings 24
     
Item 1A. Risk Factors 24
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 24
     
Item 3. Defaults Upon Senior Securities 24
     
Item 4. Mine Safety Disclosures 24
     
Item 5. Other Information 24
     
Item 6. Exhibits 24
     
Signatures 25

 

 

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains “forward-looking statements” that involve substantial risks and uncertainties. Forward-looking statements relate to future events or our future financial performance or condition and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology.

 

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Quarterly Report, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

 

Our ability to generate demand for our zero-emission or hybrid drivetrains and conversion kits in order to generate revenue;

 

Our dependence upon external sources for the financing of our operations;

 

Our ability to effectively execute our business plan;

 

Our ability to scale our assembling and converting processes effectively and quickly from low volume production to high volume production;

 

Our ability to manage our expansion, growth and operating expenses and reduce and adequately control the costs and expenses associated with operating our business;

 

Our ability to obtain, retain and grow our customers;

 

Our ability to enter into, sustain and renew strategic relationships on favorable terms;

 

Our ability to achieve and sustain profitability;

 

Our ability to evaluate and measure our current business and future prospects;

 

Our ability to compete and succeed in a highly competitive and evolving industry;

 

Our ability to respond and adapt to changes in electric or hybrid drivetrain technology; and

 

Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand.

 

You should read this Quarterly Report and the documents that we reference elsewhere in this Quarterly Report completely and with the understanding that our actual results may differ materially from what we expect as expressed or implied by our forward-looking statements. Factors that may cause or contribute to such differences include, but are not limited to, those discussed in greater detail, particularly in Part I, Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and in Part II, Item 1A (Risk Factors) of this Quarterly Report. In light of the significant risks and uncertainties to which our forward-looking statements are subject, you should not place undue reliance on or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. These forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report regardless of the time of delivery of this Quarterly Report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Quarterly Report.

 

Unless expressly indicated or the context requires otherwise, references in this Quarterly Report on Form 10-Q to “ADOMANI,” “Company,” “we,” “our,” and “us” refer to ADOMANI, Inc. and our subsidiaries.

 

1

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

 

ADOMANI, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

 

   June 30,  December 31,
   2018  2017
ASSETS          
Current assets:          
Cash and cash equivalents  $7,670   $2,446 
Accounts receivable   1,199    - 
Notes receivable   1,000    1,000 
Inventory, net   -    225 
Other current assets   2,796    778 
Total current assets   12,665    4,449 
Property and equipment, net   153    487 
Other non-current assets   350    386 
Total assets  $13,168   $5,322 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current liabilities:          
Accounts payable  $607   $30 
Accrued liabilities   805    514 
Notes payable, net   -    2,149 
Line of credit   1,800    - 
Total current liabilities   3,212    2,693 
           
Long-term liabilities          
Other non-current liabilities   253    289 
Total liabilities   3,465    2,982 
           
Commitments and contingencies          
           
Stockholders' equity:          
Preferred stock, 5,000,000 authorized $0.00001 par value none issued and outstanding, respectively   -    - 
Common stock, 350,000,000 authorized $0.00001 par value, 72,503,376 and 68,070,930 issued and outstanding, respectively   1    1 
Additional paid-in capital   60,940    45,316 
Accumulated deficit   (51,238)   (42,977)
Total stockholders' equity   9,703    2,340 
Total liabilities and stockholders' equity  $13,168   $5,322 

 

See Accompanying Notes to Unaudited Consolidated Financial Statements.

 

2

 

ADOMANI, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands, except per share data)

 

   Three Months Ended  Six Months Ended
   June 30, 2018  June 30, 2017  June 30, 2018  June 30, 2017
             
Sales  $744   $-   $1,208   $- 
Cost of sales   722    -    1,201    - 
Gross profit   22    -    7    - 
Operating expenses:                    
General and administrative   3,869    5,350    7,787    6,647 
Consulting   48    2,143    95    2,163 
Research and development   440    460    596    519 
Total operating expenses, net   4,357    7,953    8,478    9,329 
Loss from operations   (4,335)   (7,953)   (8,471)   (9,329)
                     
Other income (expense):                    
Interest income (expense), net   52    (147)   105    (362)
Other income   99    22    108    49 
Total other income (expense)   151    (125)   213    (313)
                     
Loss before income taxes   (4,184)   (8,078)   (8,258)   (9,642)
Income tax expense   -    -    (3)   (2)
Net loss  $(4,184)  $(8,078)  $(8,261)  $(9,644)
                     
Net loss per share to common stockholders:                    
Basic and diluted  $(0.06)  $(0.12)  $(0.12)  $(0.15)
                     
Weighted shares used in the computation of net loss per share:                    
Basic and diluted   72,009,958    66,815,898    71,692,209    64,978,905 

 

See Accompanying Notes to Unaudited Consolidated Financial Statements.

 

3

 

ADOMANI, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(in thousands, except per share data)

(unaudited)

 

         Additional      
   Common Stock  Paid-In  Accumulated  Stockholders'
   Shares  Amount  Capital  Deficit  Equity
Balance, December 31, 2017   68,070,930   $1   $45,316   $(42,977)  $2,340 
                          
Common stock issued for cash   3,666,667    -    11,000         11,000 
Offering costs netted against proceeds from common stock issued for cash   -    -    (1,197)        (1,197)
Stock based compensation   -    -    5,744         5,744 
Common stock issued for stock options exercised   765,779    -    77         77 
Net loss   -    -   $-    (8,261)   (8,261)
Balance, June 30, 2018   72,503,376   $1   $60,940   $(51,238)  $9,703 

 

 

See Accompanying Notes to Unaudited Consolidated Financial Statements.

 

 

 

4

 

ADOMANI, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

  

   Six Months Ended
   June 30, 2018  June 30, 2017
Cash flows from operating activities:          
Net loss   (8,261)   (9,644)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   16    6 
Accretion of discount on note receivable   -    (46)
Amortization of debt discount   -    130 
Stock based compensation expense   5,744    5,044 
Warrant issued for services   -    1,241 
Loss on write-down of property and equipment   385    - 
Gain on disposal of property and equipment   -    (1)
Write-down of inventory   15    - 
Changes in assets and liabilities:          
Inventory   210    (120)
Accounts receivable   (1,199)   - 
Other current assets   (2,094)   (103)
Other non-current assets   36    3 
Accounts payable   577    73 
Accrued liabilities   290    9 
Other non-current liabilities   (35)   - 
Net cash used in operating activities   (4,316)   (3,408)
           
Cash flows from investing activities:          
Purchase of property and equipment, net   (67)   (34)
Investment in note receivable, net   -    (500)
Net cash used in investing activities   (67)   (534)
           
Cash flows from financing activities:          
Proceeds from issuance of common stock   11,000    12,550 
Proceeds from issuance of debt, net of issuance costs   -    500 
Principal repayments of debt   (2,149)   (1,510)
Advances on line of credit   1,800    - 
Proceeds from exercise of stock options   77    - 
Payments for deferred offering costs   (1,121)   (1,668)
Net cash provided by financing activities   9,607    9,872 
           
Net change in cash and cash equivalents   5,224    5,930 
Cash and cash equivalents at the beginning of the period   2,446    938 
           
Cash and cash equivalents at the end of the period  $7,670   $6,868 
           
Supplemental cash flow disclosures:          
Cash paid for interest expense  $8   $207 
Cash paid for income taxes  $-   $- 
           
Non-cash transactions:          
Common stock issued due to debt conversion  $-   $726 
Deferred offering costs reclassified to equity  $76   $838 
Common stock issued for prepaid services rescinded  $-   $100 
Common stock issued as offering costs  $-   $1,250 
Warrants issued as offering costs  $-   $681 

 

See Accompanying Notes to Unaudited Consolidated Financial Statements.

 

5

 

ADOMANI, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

1. Organization and Operations

 

ADOMANI, Inc. (“we”, “us”, “our” or the “Company”) is a provider of zero-emission electric and hybrid vehicles and replacement drivetrains that is focused on reducing the total cost of vehicle ownership. The Company’s drivetrain systems are designed to help fleet operators unlock the benefits of green technology and address the challenges of traditional fuel price cost instability and local, state and federal environmental regulatory compliance. The Company designs and causes to be designed advanced zero-emission electric and hybrid drivetrain systems for integration in new school buses and medium to heavy-duty commercial fleet vehicles.

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation—The consolidated financial statements and related disclosures as of June 30, 2018 and for the six months ended June 30, 2018 and 2017 are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In our opinion, these unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These unaudited financial statements should be read in conjunction with our audited financial statements for the years ended December 31, 2017 and 2016 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. The results of operations for the six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year.

 

Principles of Consolidation—The accompanying financial statements reflect the consolidation of the individual financial statements of ADOMANI, Inc., ADOMANI California, Inc., Adomani (Nantong) Automotive Technology Co. Ltd., School Bus Sales of California, Inc., and Zero Emission Truck and Bus Sales of Arizona, Inc. All significant intercompany accounts and transactions have been eliminated.

 

Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments—The carrying values of our financial instruments, including cash, notes receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 820, “Fair Value Measurement” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1: Observable inputs such as quoted prices in active markets;

 

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3: Unobservable inputs that are supported by little or no market data and that require the reporting entity to develop its own assumptions.

 

The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.

 

6

 

Revenue Recognition—The Company recognizes revenue from the sales of advanced zero-emission electric drivetrain systems for fleet vehicles and from contracting to provide related engineering services. In May 2014, the FASB issued new accounting guidance, ASC Topic 606, “Revenue from Contracts with Customers”, to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP. The amendments in this guidance state that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This new guidance requires enhanced disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized.

 

On January 1, 2018, the Company adopted ASC Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC Topic 605.

 

The adoption of ASC Topic 606 did not result in a cumulative impact on the Company as of January 1, 2018 and the application of ASC Topic 606 had no impact on its statement of operations for the six months ended June 30, 2018.

 

Net Loss Per Share—Basic net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the diluted weighted average number of shares of common stock outstanding during the period. The diluted weighted average number of shares of common stock outstanding is the basic weighted number of shares of common stock adjusted for any potentially dilutive debt or equity securities.

 

Concentration of Credit Risk—The Company has credit risks related to cash and cash equivalents on deposit with a federally insured bank, as at times it exceeds the $250,000 maximum amount insured by the Federal Deposit Insurance Corporation.

 

Recent Accounting Pronouncements—In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718): “Improvements to Nonemployee Share-Based Payment Accounting.” The amendment simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of ASC Topic 718, Compensation—Stock Compensation to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted, including any interim period, for reporting periods for which financial statements have not been issued, but no earlier than an entity’s adoption date of ASC Topic 606. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company’s financial statements and disclosures.

 

 

3. Property and Equipment, Net

 

Components of property and equipment, net, consist of the following as of June 30, 2018 and December 31, 2017:

 

 
 
 
 
June 30,
2018
 
 
December 31,
2017
Furniture and fixtures  $41,799   $38,540 
Leasehold improvements   11,638    11,638 
Computers   53,704    53,704 
Vehicles   64,099    - 
Test/Demo vehicles   22,548    407,612 
Total property and equipment   193,788    511,494 
Less accumulated depreciation   (40,900)   (24,427)
Net property and equipment  $152,888   $487,067 

 

 

7

 

Depreciation expense was $16,473 and $6,086 for the six months ended June 30, 2018 and 2017, respectively, and $8,236 and $3,255 for the three months ended June 30, 2018 and 2017. During June 2018, the Company determined that a test/demonstration vehicle will not be further utilized for its intended purpose, thereby affecting future benefits from the asset, and, as such, in June 2018, the Company recognized a loss on write-down of property and equipment of $385,065 relating to the vehicle. The write-down was recorded to research and development expense, as the asset was used as part of research and development activities.

 

 

4. Notes Receivable

 

On June 29, 2017, the Company loaned $500,000 to an unaffiliated third party with engineering expertise in the electric bus technology industry, with whom the Company may seek an alliance at some future date, in order to provide it with working capital. The stated interest rate is 9% per annum, with interest payments due monthly beginning on July 31, 2017. The note is secured by the assets of the borrower and was scheduled to mature on December 31, 2017. In February 2018, the parties agreed to extend the maturity date of the note to June 30, 2018, and in June 2018, the parties agreed to further extend the maturity date of the note until September 30, 2018. The note, as amended, is subject to an extension fee of $35,000 due no later than the September 30, 2018 maturity date. The $35,000 extension fee is in lieu of the $25,000 extension fee required by the February 2018 amendment to the note. Per the terms of the note, as amended, the noteholder was obligated to make past due interest payments in the aggregate amount of $18,750 on or before July 6, 2018. The Company received such payments on July 6, 2018.

 

The Company loaned an additional $500,000 to another unaffiliated third party in the zero-emissions technology industry in December 2016. This note is subject to monthly interest of $10,000 and was originally scheduled to mature on December 31, 2017. In January 2018, the parties agreed to extend the maturity of the note to April 30, 2018, and in April 2018, the parties agreed to further extend the maturity date of the note until June 30, 2018. In June 2018, the parties agreed to further extend the maturity date of the note to September 30, 2018. The note, as amended, is subject to an extension fee of $55,000 due no later than the September 30, 2018 maturity date. The $55,000 extension fee is in lieu of the $50,000 extension fee required by the prior April 2018 amendment to the note.

 

 

8

 

5. Debt

 

On January 10, 2018, upon the Company’s receipt of the proceeds from its follow-on offering (described in Note 6), the Company repaid the $2,149,000 of remaining principal and accrued and unpaid interest outstanding under the Company’s 9% secured notes, originally issued during 2015.

 

Details of notes payable as of June 30, 2018 and December 31, 2017 are as follows:

 

   As of June 30,  As of December 31,
   2018  2017
Notes Payable          
Principal amount outstanding   -    2,149,000 
Cumulative discount for finance charges incurred   -    (514,753)
Cumulative discount for warrant   -    (349,042)
Cumulative discount for 9% notes   -    (50,000)
Cumulative amortization of finance charges   -    514,753 
Cumulative amortization of warrant expense   -    349,042 
Cumulative amortization of 9% notes   -    50,000 
Subtotal of notes payable   -    2,149,000 
Total of debt  $-   $2,149,000 

 

Effective May 2, 2018, the Company secured a line of credit from Morgan Stanley Private Bank, National Association (“Morgan Stanley”). Borrowings under the line of credit bear interest at 30-day LIBOR plus 2.0%. There is no maturity date for the line, but Morgan Stanley may at any time, in its sole discretion and without cause, demand the Company immediately repay any and all outstanding obligations under the line of credit in whole or in part. The line is secured by the assets maintained by the Company in its Morgan Stanley accounts, which were approximately $7.5 million as of June 30, 2018, and borrowings under the line may not exceed 95% of such assets, subject to a maximum of $7 million. Such borrowing threshold, however, is subject to change at Morgan Stanley’s discretion and depends upon the holdings in the Company’s accounts, the maturity dates of the securities in the accounts and the credit quality of the underlying insurers. As of June 30, 2018, the principal amount outstanding under this line of credit was approximately $1.8 million, and the undrawn borrowing availability was $5.2 million. 

 

 

6. Common Stock

 

On January 9, 2018, the Company consummated the closing of a follow-on offering of units, each consisting of one share of common stock and a warrant to purchase 1.5 shares of common stock at an exercise price of $4.50. The Company sold an aggregate of 3,666,667 units for aggregate gross proceeds of approximately $11.0 million. Net proceeds received after deducting commissions, expenses and fees of approximately $1.2 million amounted to approximately $9.8 million. Under the terms of the underwriting agreement executed in connection with the follow-on offering, the Company issued to Boustead Securities, LLC and Roth Capital Partners, LLC warrants to purchase an aggregate of 256,667 shares of common stock. The warrants to purchase 256,667 shares of common stock were valued using the Black-Scholes option-pricing model, resulting in a fair market value of $598,737. The assumptions used in the valuation of the warrants issued to Boustead Securities, LLC and Roth Capital Partners, LLC included the term of five years, the exercise price of $3.75 per share, volatility of 92.20% and a risk-free interest rate of 2.13%. The fair value of these warrants was recorded as offering costs and netted against additional paid-in capital during the three months ended March 31, 2018.

 

During May and June 2018, certain non-employees exercised options to purchase an aggregate of 765,779 shares of common stock, for which the Company received aggregate gross proceeds of $76,578 (see Note 8). 

 

 

7. Stock Warrants

 

As of June 30, 2018, the Company has issued warrants to purchase an aggregate of 7,556,323 shares of common stock, consisting of the following. The Company’s stock warrant activity for the six months ended June 30, 2018 is summarized as follows:

 

9

 

 

   Number of
Shares
  Weighted
Average
Exercise
Price
 

Weighted
Average
Remaining
Contractual Life (years)

Outstanding at December 31, 2017   1,799,659   $4.42    3.37 
Granted   5,756,664   $4.47      
Forfeited               
Outstanding at June 30, 2018   7,556,323   $4.45    4.27 
                
Exercisable at June 30, 2018   7,299,656   $4.48    4.25 

 

As of June 30, 2018, the outstanding warrants have no intrinsic value.

 

8. Stock-Based Compensation

 

On March 6, 2018, Edward R. Monfort ceased serving as the Company’s Chief Technology Officer. Upon Mr. Monfort’s separation from service, the Company’s board of directors suspended Mr. Monfort’s outstanding options. Although such options remain outstanding, they were unexercisable as of June 30, 2018 and through the date of this Quarterly Report. As of June 30, 2018, outstanding options to purchase an aggregate of 14,297,902 shares of common stock are attributable to Mr. Monfort.

 

In March 2018, the Company determined that certain non-employees, to whom it previously granted options, were no longer providing services to the Company. As a result, the Company canceled unvested options to purchase 297,694 shares of common stock previously granted pursuant to Company’s 2012 Stock Option and Stock Incentive Plan (the “2012 Plan”), effective as of February 28, 2018. In accordance with GAAP, the Company reversed $423,308 of previously recorded expense with respect to such unvested options. During May and June 2018, certain non-employees exercised options to purchase an aggregate of 765,779 shares of common stock, for which the Company received aggregate gross proceeds of $76,578. In June 2018, unexercised options to purchase an aggregate of 499,123 shares of common stock previously held by such non-employees terminated in accordance with their terms, and the Company agreed to extend the exercise period of one non-employee’s option to purchase 207,968 shares of common stock until July 31, 2018. In July 2018, the Company agreed to further extend the exercise period of such option to August 31, 2018.

 

In April 2018, the Company’s board of directors granted to certain employees and directors options to purchase an aggregate of 655,000 shares of common stock pursuant to the Company’s 2017 Equity Incentive Plan. The options vest over a three-year period, with one-third of the options vesting on the one-year anniversary of the grant date and the remainder vesting in equal installments thereafter.  The exercise price for these options is $1.31 per share. The options were valued using the Black-Scholes option-pricing model, resulting in a fair market value of $229,643. The assumptions used in the valuation included an expected term of 5.75 years, volatility of 62% and a risk-free interest rate of 2.78%.

 

In June 2018, certain employees and directors agreed to voluntarily surrender options to purchase an aggregate of 3,450,000 shares of common stock at an exercise price of $10.49 per share previously issued to such individuals in March 2017 pursuant to the 2012 Plan. Neither the Company nor the holders of such options will have any further rights or obligations with respect to such options, or with respect to any shares of common stock that could have been purchased upon exercise of such options, and none of the holders of the options received any value from the Company in connection with such surrender. The Company recognized stock-based compensation expense relating to these options for the months of April and May 2018 and for 10 days for the month of June 2018, as these options vested monthly on the 10th of each month. No future stock-based compensation expense relating to these options will be recorded.

 

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Stock option activity for the six months ended June 30, 2018 is as follows:

 

      Weighted  Weighted
      Average  Average
   Number of  Exercise  Remaining
   Shares  Price  Contractual Life (years)
Outstanding at December 31, 2017   30,375,000   $1.33    4.0 
Granted   655,000    1.31      
Exercised   (765,779)          
Canceled/Forfeited   (5,098,915)          
Outstanding at June 30, 2018   25,165,306   $0.15    3.2 
                
Exercisable at June 30, 2018   8,787,853   $0.10    3.4 

 

Stock-based compensation expense was approximately $5.7 million and $5.0 million for the six months ended June 30, 2018 and 2017, respectively, and is included in general and administrative expense in the accompanying unaudited consolidated statements of operations. As of June 30, 2018, the Company expects to recognize approximately $1.28 million of stock-based compensation for the non-vested portion of outstanding options over a weighted-average period of 1.3 years.

 

As of June 30, 2018, the Company’s outstanding options have an intrinsic value of approximately $24.2 million, which includes the suspended options to purchase an aggregate of 14,297,902 shares of common stock that are attributable to Mr. Monfort.

 

9. Commitments

 

Employment Agreements—The Company had previously entered into an employment agreement with Mr. Monfort, with an effective date of June 1, 2016. The term of the employment agreement was two years, with an annual base salary of $120,000. Additionally, the Company agreed to pay up to $7,000 per month for invoiced expenses relating to research and development to ELO, LLC, which is owned by Mr. Monfort, as well as up to $3,000 per month for services to another consultant selected by Mr. Monfort. Effective as of March 6, 2018, the Company terminated its employment agreement with Mr. Monfort.

 

Operating Leases—In 2016, the Company signed a lease for office space in Los Altos, California, to serve as office space for its Northern California operations. The lease expired on February 28, 2018 and the Company executed a new 10-month lease in March 2018. The total amount due under the lease is $4,730 and the lease period is from March 1, 2018 through December 31, 2018.

 

In April 2017, the Company signed a lease for storage space in Phoenix, Arizona to serve as a location to store vehicles and other equipment utilized for marketing and trade-show purposes. The lease was on a month-to-month basis, and the total amount due monthly was $500. The lease was terminated in April 2018.

 

In February 2017, the Company signed a lease for storage space in Stockton, California to serve as a location to store vehicles and other equipment utilized for marketing and trade-show purposes. The lease is on a month-to-month basis and can be terminated by either party with 30-days’ notice. The total amount due monthly is $1,000.

 

In October 2017, the Company signed a non-cancellable lease for its corporate office space in Corona, California, to serve as its corporate headquarters. The lease is for a period of 65 months, terminating February 28, 2023. The base rent for the term of the lease is $568,912. The total amount due monthly is $7,600 at commencement and will escalate to $10,560 by its conclusion. Additionally, the lease includes five months in which no rent payment is due.

 

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Other Agreements—In 2015, the Company entered into a contract with THINKP3 to provide services with the goal of securing federal grant assistance for development of the Company’s zero-emission and hybrid transportation solutions for school bus, commercial, government and utility fleets. The initial term of this contract was December 1, 2015 through November 30, 2016. On November 21, 2016, the parties renewed the agreement through November 30, 2017. On November 7, 2017, the Company renewed the agreement through November 30, 2018. Fees for these services are $8,000 per month. The contract can be terminated by either party with 30-days’ advance notice.

 

The following table summarizes the Company’s future minimum payments under contractual commitments, excluding debt, as of June 30, 2018:

 

   Payments due by period
   Total  Less than
one year
  1 - 3 years  4 - 5 years  More than
5 years
Operating lease obligations   547,050    105,462    235,572    206,016    - 
Employment contracts   980,000    440,000    440,000    100,000    - 
Total   1,527,050    545,462    675,572    306,016    - 

 

 

 

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion of our financial condition and the results of operations should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q (“Quarterly Report”). This discussion contains forward-looking statements that are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. These risks, uncertainties, and other factors include, among others, those identified under the “Cautionary Statement Regarding Forward-Looking Statements” above, and elsewhere in this Quarterly Report, particularly in Part II, Item 1A “Risk Factors,” below.

 

Overview

 

We are a provider of advanced zero-emission electric and hybrid vehicles and replacement drivetrains that is focused on reducing the total cost of vehicle ownership. Our drivetrain systems are designed to help fleet operators unlock the benefits of green technology and address the challenges of traditional fuel price cost instability and local, state and federal environmental regulatory compliance.

 

We design and cause to be designed advanced zero-emission electric and hybrid drivetrain systems for integration in new school buses and medium to heavy-duty commercial fleet vehicles. We also design and cause to be designed patented conversion kits to replace conventional drivetrain systems for combustion powered vehicles with zero-emission electric or hybrid drivetrain systems. The hybrid drivetrain systems are available in both an assistive hybrid format and a full-traction format for use in private and commercial fleet vehicles of all sizes. We seek to expand our product offerings to include the sale of zero-emission systems in vehicles manufactured by outside original equipment manufacturer (“OEM”) partners, but to be marketed, sold, warrantied and serviced through our developing distribution and service network.

 

Our drivetrain systems can be built with options for remote monitoring, electric power-export and various levels of grid-connectivity. Our zero-emission systems may also grow to include automated charging infrastructure and “intelligent” stationary energy storage that enables fast vehicle charging, emergency back-up facility power, and access to the developing, grid-connected opportunities for the aggregate power available from groups of large battery packs.

 

We have generated minimal revenue from inception through June 30, 2018. We generated sales revenue of $425,000 in the fourth quarter of 2017 and sales revenue of $1.2 million for the six months ended June 30, 2018. For the years ended December 31, 2017 and 2016, our net losses were $21.9 million and $10.7 million, respectively. For the six months ended June 30, 2018 and 2017, our net losses were $8.3 million and $9.6 million, respectively, and for the three months ended June 30, 2018 and 2017, our net losses were $4.2 million and $8.1 million, respectively.

 

Factors Affecting Our Performance

 

We believe that the growth and future success of our business depend on various opportunities, challenges and other factors, including the following:

 

New Customers. We are competing with other companies and technologies to help fleet managers and their districts/companies more efficiently and cost-effectively manage their fleet operations. Once these fleet managers have decided they want to buy from us, we still face challenges helping them obtain financing options to reduce the cost barriers to purchasing. We may also encounter customers with inadequate electrical services at their facilities that may delay their ability to purchase from us.

 

Investment in Growth. We plan to continue to invest for long-term growth. We anticipate that our operating expenses will increase in the foreseeable future as we invest in research and development to enhance our zero-emission systems; design and develop our drivetrains and their components and coordinate the manufacturing thereof; increase our sales and marketing to acquire new customers; and increase our general and administrative functions to support our growing operations. We believe that these investments will contribute to our long-term growth, although they will adversely affect our results of operations in the near term. In addition, the timing of these investments can result in fluctuations in our annual and quarterly operating results.

 

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Zero-emission electric and hybrid drivetrain experience. Our dealer and service network is not currently established, although we do have certain agreements in place. One issue they may have, and we may encounter, is finding appropriately trained technicians with zero-emission electric and hybrid drivetrain experience. Our performance will depend on having a robust dealer and service network, which will require appropriately trained technicians to be successful. Because vehicles that use our technology are based on a different platform than traditional internal combustion engines, individuals with sufficient training in zero-emission electric and hybrid vehicles may not be available to hire, and we may need to expend significant time and expense training the employees we do hire. If we are not able to attract, assimilate, train or retain additional highly qualified personnel in the future, or do so cost-effectively, our performance would be significantly and adversely affected.

 

Market Growth. We believe the market for all-electric and hybrid solutions for alternative fuel technology, and all-electric and hybrid vehicles in particular, will continue to grow as more purchases of new zero emission vehicles and as more conversions of existing fleet vehicles to zero-emission vehicles are made. However, unless the costs to produce such vehicles decrease dramatically, purchases of our products will continue to depend in large part on financing subsidies from government agencies. We cannot be assured of the continued availability or the amounts of such assistance to our customers.

 

Revenue Growth from Additional Products. We seek to add to our product offerings additional zero-emission vehicles of all sizes manufactured by outside OEM partners, to be marketed, sold, warrantied and serviced through our developing distribution and service network, as well as add other ancillary products discussed elsewhere in this Quarterly Report.

 

Revenue Growth from Additional Geographic Markets. We believe that growth opportunities for our products exist internationally in addition to domestically, and through our wholly-owned subsidiary Adomani (Nantong) Automotive Technology Co. Ltd. (“ADOMANI China”), we will be pursuing international growth as well. Our future performance will depend in part upon the growth of these additional markets. Accordingly, our business and operating results will be significantly affected by our ability to timely enter and effectively address these emerging markets and the speed with which and extent to which demand for our products in these markets grows.

 

Components of Results of Operations

 

Sales

 

Sales are recognized from the sales of advanced zero-emission electric and hybrid drivetrain systems for fleet vehicles and from contracting to provide engineering services. Sales are recognized in accordance with ASC Topic 606, as discussed in Note 2 to our unaudited consolidated financial statements included in this Quarterly Report.

 

Cost of Sales

 

Cost of sales includes those costs related to the development, manufacture, and distribution of our products. Specifically, we include in cost of sales each of the following: material costs (including commodity costs); freight costs; labor and other costs related to the development and manufacture of our products; and other associated costs. Cost of sales for long-term contracts are recognized proportionate to the prescribed gross profit of each contract. Cost of sales also includes costs related to the valuation of inventory due to impairment, obsolescence, or shrinkage.

 

General and Administrative Expenses

 

General and administrative expenses include all corporate and administrative functions that support our company, including personnel-related expense and stock-based compensation costs; costs related to investor relations activities; warranty costs, including product recall and customer satisfaction program costs; consulting costs; marketing-related expenses; and other expenses relating to our operations that cannot be included in cost of sales.

 

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Consulting and Research and Development Costs

 

These expenses are related to our consulting and research and development activity.

 

Other Income/Expenses, Net

 

Other income/expenses include non-operating income and expenses, including interest expense.

 

Provision for Income Taxes

 

We account for income taxes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740 “Income Taxes,” which requires the recognition of deferred income tax assets and liabilities for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that we will not realize tax assets through future operations. Because we have incurred only losses to this point, no provision for income taxes has been made.

 

Results of Operations

 

The following table compares operating data for the three and six months ended June 30, 2018 to June 30,2017: 

 

ADOMANI, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands, except per share data)

 

   Three Months Ended  Six Months Ended
   June 30, 2018  June 30, 2017  June 30, 2018  June 30, 2017
Sales  $744   $-   $1,208   $- 
Cost of sales   722    -    1,201    - 
Gross profit   22    -    7    - 
Operating expenses:                    
General and administrative [1]   3,869    5,350    7,787    6,647 
Consulting   48    2,143    95    2,163 
Research and development   440    460    596    519 
Total operating expenses, net   4,357    7,953    8,478    9,329 
Loss from operations   (4,335)   (7,953)   (8,471)   (9,329)
                     
Other income (expense):                    
Interest income (expense), net   52    (147)   105    (362)
Other income   99    22    108    49 
Total other income (expense)   151    (125)   213    (313)
                     
Loss before income taxes   (4,184)   (8,078)   (8,258)   (9,642)
Income tax expense   -    -    (3)   (2)
Net loss  $(4,184)  $(8,078)  $(8,261)  $(9,644)
                     
Net loss per share to common stockholders:                    
Basic and diluted  $(0.06)  $(0.12)  $(0.12)  $(0.15)
                     
Weighted shares used in the computation of net loss per share:                    
Basic and diluted   72,009,958    66,815,898    71,692,209    64,978,905 

 

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[1] Includes stock-based compensation expense as follows:

 

   Three Months Ended  Six Months Ended
   June 30, 2018  June 30, 2017  June 30, 2018  June 30, 2017
General and administrative expenses   2,780    4,438    5,744    5,044 
Total stock-based compensation expense   2,780    4,438    5,744    5,044 

 

Sales

 

Sales were $744,450 and $0 for the three months ended June 30, 2018 and 2017, respectively, and $1.2 million and $0 for the six months ended June 30, 2018 and 2017, respectively. Sales for the three and six months ended June 30, 2018 consisted of products and services sold to Blue Bird Corporation and work performed under a U.S. Department of Energy (“DOE”) grant awarded to Blue Bird Corporation for which we were selected to provide products and services.

 

Cost of Sales

 

Cost of sales were $722,450 and $0 for the three months ended June 30, 2018 and 2017, respectively, and $1.2 million and $0 for the six months ended June 30, 2018 and 2017, respectively. Cost of sales for the three months ended June 30, 2018 consisted of costs related to products and services sold to Blue Bird Corporation and work performed under the DOE grant discussed in “Sales” above. Cost of sales for the six months ended June 30, 2018 consisted of costs related to products and services sold to Blue Bird Corporation and work performed under the DOE grant discussed in “Sales” above as well as a $15,000 write-down of inventory carrying cost recorded during the three months ended March 31, 2018.

 

General and Administrative Expenses

 

General and administrative expenses decreased by $1.5 million for the three months ended June 30, 2018 as compared to the prior-year period. This is primarily due to a decrease of $1.7 million in stock-based compensation expense. This decrease is due to an expense reduction resulting from the forfeiture of options to purchase an aggregate of 3,450,000 shares of common stock previously issued to certain non-employees in March 2017, as well as the requirement to remeasure non-employee stock options, as required by ASC Topic 718 and ASC Topic 505. Further, during the three months ended June 30, 2018, legal and professional fees, investor relations expenses, taxes and licenses expense, and other general and administrative expenses increased by $178,521 as compared to the prior-year period.

 

General and administrative expenses increased by $1.1 million for the six months ended June 30, 2018 as compared to the prior-year period. Payroll, legal and professional fees, travel expenses, investor relations expenses, taxes and licenses expense, insurance, stock-based compensation expense, and other general and administrative expenses increased by $1.2 million, offset by a decrease in advertising and marketing expense of $103,477. The decrease in stock-based compensation expense related to an expense reduction resulting from the forfeiture of options to purchase an aggregate of 3,450,000 shares of common stock previously issued to certain non-employees in March 2017.

 

Consulting Expenses

 

Consulting expenses decreased by $2.1 million for both the three and six months ended June 30, 2018 as compared to the prior-year periods. The decreases were primarily due to the issuance of a warrant to purchase 350,000 shares of common stock, which was valued at $1.2 million, and the payment of $800,000, in each case pursuant to the terms of a settlement agreement we entered into during the three months ended June 30, 2017.

 

Research and Development Expenses

 

Research and development expenses decreased by $19,634 for the three months ended June 30, 2018, as compared to the prior-year period, due to the timing of certain advances made for research and development activity. Research and development expenses increased by $77,678 for the six months ended June 30, 2018, as compared to the prior-year period, due to expanded product development in 2018.

 

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Liquidity and Capital Resources

 

From our incorporation in 2012 until the completion of our offering of common stock under Regulation A in June 2017, we financed our operations and capital expenditures through the issuance of equity capital, convertible notes and notes payable. A significant portion of this funding was provided by affiliated stockholders, although we also raised significant equity capital in late 2015, and we raised the majority of our previously outstanding convertible notes in 2015 from non-affiliated third parties. On January 9, 2018, we completed a public offering of 3,666,667 units for net proceeds, after deducting commissions, expenses and fees of approximately $1.2 million, of approximately $9.8 million.

 

As of June 30, 2018, we had cash and cash equivalents of $7.6 million. We believe that our existing cash and cash equivalents will be sufficient to fund our operations for the next 12 months and beyond. However, we may not successfully execute our business plan, and if we do not, we may need additional capital to continue our operations and support the increased working capital requirements associated with the fulfillment of purchase orders. While we have generated minimal revenues to date and do not expect to be able to satisfy our cash requirements solely through product sales in the near future, as of June 30, 2018, we had a backlog of six zero-emission electric school buses and 22 drivetrains, which consists of unfilled firm orders for products under signed contracts with customers.

 

The sale of additional equity securities in the future could result in additional dilution to our stockholders and those securities may have rights senior to those of our common stock. The incurrence of additional indebtedness in the future would result in increased debt service obligations and could result in operating and financial covenants that would restrict our operations. Such capital, if required, may not be available on terms that are favorable to us or at all. We are currently incurring operating deficits that are expected to continue for the foreseeable future, and as we begin to execute our marketing plan, we expect our operating deficit will continue to grow until we begin to generate a sufficient level of revenue from our sales and marketing efforts.

 

Debt

 

As of June 30, 2018, we have no conventional debt outstanding, as we repaid the $2,149,000 secured notes payable outstanding as of December 31, 2017 in January 2018. Additionally, as of June 30, 2018 the principal amount outstanding under our line of credit from Morgan Stanley Private Bank, National Association (“Morgan Stanley”), was approximately $1.8 million, and the undrawn borrowing availability was $5.2 million. See “Credit Facilities” below.

 

Regulation A Offering

 

On June 9, 2017, we completed an offering of common stock under Regulation A. We sold 2,852,275 shares of common stock for gross proceeds of $14,261,375, of which $1,711,365 was paid to certain selling stockholders for 342,273 shares they sold in the offering.

 

Follow-On Public Offering

 

On January 9, 2018, we completed a public offering of 3,666,667 units for net proceeds, after deducting commissions, expenses, and fees of approximately $1.2 million, of approximately $9.8 million. Each unit sold in the offering consisted of one share of our common stock and a warrant to purchase 1.5 shares of our common stock at an exercise price of $4.50.

 

Options to Purchase Common Stock

 

As of June 30, 2018, we had outstanding options to purchase 25,165,306 shares of common stock, net of exercises, cancellations, and forfeitures, as discussed below. As of June 30, 2018, 8,787,853 shares of common stock were issuable upon the exercise of options vested at such date at an exercise price of $0.10 per share. If all vested options to purchase common stock were exercised, we would receive proceeds of $878,785 and we would be required to issue 8,787,853 shares of common stock. There can be no assurance, however, that any such options will be exercised.

 

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On March 6, 2018, Edward R. Monfort ceased serving as our Chief Technology Officer. Upon Mr. Monfort’s separation from service, our board of directors suspended Mr. Monfort’s outstanding options. Although such options remain outstanding, they were unexercisable as of June 30, 2018 and through the date of this Quarterly Report. As of June 30, 2018, outstanding options to purchase an aggregate of 14,297,902 shares of common stock are attributable to Mr. Monfort.

 

In March 2018, we determined that certain non-employees, to whom we previously granted options, were no longer providing services to us. As a result, we canceled unvested options to purchase 297,694 shares of common stock previously granted pursuant to our 2012 Stock Option and Stock Incentive Plan (the “2012 Plan”), effective as of February 28, 2018. In accordance with U.S. generally accepted accounting principles, we reversed $423,308 of previously recorded expense with respect to such unvested options. During May and June 2018, certain non-employees exercised options to purchase an aggregate of 765,779 shares of common stock, for which we received aggregate gross proceeds of $76,578. In June 2018, unexercised options to purchase an aggregate of 499,123 shares of common stock previously held by such non-employees terminated in accordance with their terms, and we agreed to extend the exercise period of one non-employee’s option to purchase 207,968 shares of common stock until July 31, 2018. In July 2018, we agreed to further extend the exercise period of such option to August 31, 2018.

 

In April 2018, our board of directors granted to certain employees and directors options to purchase an aggregate of 655,000 shares of common stock pursuant to our2017 Equity Incentive Plan. The options vest over a three-year period, with one-third of the options vesting on the one-year anniversary of the grant date and the remainder vesting in equal installments thereafter.  The exercise price for these options is $1.31 per share. The options were valued using the Black-Scholes option-pricing model, resulting in a fair market value of $229,643. The assumptions used in the valuation included an expected term of 5.75 years, volatility of 62% and a risk-free interest rate of 2.78%.

 

In June 2018, certain employees and directors agreed to voluntarily surrender options to purchase an aggregate of 3,450,000 shares of common stock at an exercise price of $10.49 per share previously issued to such individuals in March 2017 pursuant to the 2012 Plan. Neither we nor the holders of such options will have any further rights or obligations with respect to such options, or with respect to any shares of common stock that could have been purchased upon exercise of such options, and none of the holders of the options received any value from us in connection with such surrender. We recognized stock-based compensation expense relating to these options for the months of April and May 2018 and for 10 days for the month of June 2018, as these options vested monthly on the 10th of each month. No future stock-based compensation expense relating to these options will be recorded.

 

Credit Facilities

 

Effective May 2, 2018, we secured a line of credit from Morgan Stanley. Borrowings under the line of credit bear interest at 30-day LIBOR plus 2.0%. There is no maturity date for the line, but Morgan Stanley may at any time, in its sole discretion and without cause, demand that we immediately repay any and all outstanding obligations under the line of credit in whole or in part. The line is secured by the assets maintained by us in our Morgan Stanley accounts, which were approximately $7.5 million at June 30, 2018, and borrowings under the line may not exceed 95% of such assets, subject to a maximum of $7 million. Such borrowing threshold, however, is subject to change at Morgan Stanley’s discretion and depends upon the holdings in our accounts, the maturity dates of the securities in the accounts and the credit quality of the underlying insurers. As of June 30, 2018, the principal amount outstanding under this line of credit was approximately $1.8 million, and the undrawn borrowing availability was $5.2 million.

 

Capital Expenditures

 

We do not have any contractual obligations for ongoing capital expenditures at this time. We do, however, purchase equipment necessary to conduct our operations on an as needed basis.

 

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Cash Flows

 

The following table summarizes our cash flows from operating, investing, and financing activities for the six months ended June 30, 2018 and 2017.

 

   Six Months Ended
   June 30, 2018  June 30, 2017
Consolidated Statements of Cash Flow Data:          
Net cash used in operating activities  $(4,316)  $(3,408)
Net cash used in investing activities   (67)   (534)
Net cash provided by financing activities   9,607    9,872 
Increase in cash and cash equivalents  $5,224   $5,930 

 

Operating Activities

 

Cash used in operating activities is primarily the result of our operating losses, reduced by the impact of the non-cash stock-based compensation amounts. These numbers are further impacted by adjustments for other non-cash expenses.

 

Net cash used in operating activities increased by $907,864 to $4.3 million for the six months ended June 30, 2018 compared to net cash used in operating activities of $3.4 million for the six months ended June 30, 2017. The increase in net cash used in operating activities was due to a decrease in net loss of $1.2 million, offset by a net increase in operating assets and liabilities that used $2.1 million, primarily due to deposits on the manufacture of drivetrains and timing of accounts receivable receipts.

 

We expect cash used in operating activities to fluctuate significantly in future periods as a result of a number of factors, some of which are outside of our control, including, among others: the success we achieve in generating revenue; the success we have in helping our customers obtain financing to subsidize their purchases of our products; our ability to efficiently develop our dealer and service network; the costs of batteries and other materials utilized to make our products; the extent to which we need to invest additional funds in research and development; and the amount of expense we incur to satisfy future warranty claims.

 

Investing Activities

 

Net cash used in investing activities during the six months ended June 30, 2018 decreased by $466,293 to $67,359, as compared to $533,652 during the six months ended June 30, 2017. Net cash used in investing activities during the six months ended June 30, 2018 was due to the acquisition of property and equipment, whereas net cash used in investing activities during the six months ended June 30, 2017 was due to the acquisition of property and equipment and issuing a note to a third party.

 

Financing Activities

 

Net cash provided by financing activities during the six months ended June 30, 2018 decreased by $265,235 to $9.6 million, as compared to $9.9 million during the six months ended June 30, 2017. Net cash provided by financing activities during the six months consisted of approximately $9.8 million in net proceeds from the closing of our follow-on offering on January 9, 2018, $1.8 million in proceeds received under our line of credit with Morgan Stanley and $76,578 in proceeds received from the exercise of stock options, offset by the $2.1 million repayment of notes payable principal and related accrued and unpaid interest.

 

Net cash provided by financing activities during the six months ended June 30, 2017 consisted of net proceeds of $12.6 million received from the closing of our offering under of common stock under Regulation A, a $1.5 million repayment of notes payable principal and related accrued and unpaid interest, and net notes payable proceeds of $500,000, offset by payments for costs related to our Regulation A offering of $1.7 million.

 

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Contractual Obligations

 

Except as set forth below, during the six months ended June 30, 2018, there were no material changes in our contractual obligations and commitments.

 

On March 6, 2018, Edward R. Monfort ceased serving as our Chief Technology Officer.

 

Off-Balance Sheet Arrangements

 

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

 

Critical Accounting Policies Judgments and Estimates

 

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

 

We believe that the assumptions and estimates associated with the preparation of the financial statement information presented in this Quarterly Report are not significant because we have not generated any substantial revenue. Therefore, we have not had to make assumptions or estimates related to a reserve for bad debt expense. As to future warranty costs to be incurred, we recorded a warranty reserve against 2017 revenue and will continue to evaluate the provision for such expenses in the future. These two items will have significant potential impact on our consolidated financial statements in the future. We also have no significant current litigation on which we have to provide reserves or estimate accruals and our investment to date in property, plant and equipment has not been significant. We therefore have not had to rely on estimates related to impairment. We have not generated any taxable income to date, so have not had to make any decisions about future profitability that would impact recording income tax expense. Assuming we are able to generate future profits by executing our business plan, these areas, among others, will most likely be our critical accounting policies and estimates.

 

We recognize revenue from the sales of advanced zero-emission electric drivetrain systems for fleet vehicles and from contracting to provide related engineering services. In May 2014, the FASB issued new accounting guidance, ASC Topic 606, “Revenue from Contracts with Customers”, to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP. The amendments in this guidance state that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This new guidance requires enhanced disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. On January 1, 2018, we adopted ASC Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC Topic 605. The adoption of ASC Topic 606 did not result in a cumulative impact on us as of January 1, 2018 and the application of ASC Topic 606 had no impact on our statement of operations for the six months ended June 30, 2018.

 

We have early-adopted ASU No. 2016-02, “Leases (Topic 842)”. The amendment requires companies to recognize leased assets and liabilities on the balance sheet and to disclose key information regarding leasing arrangements. This guidance is effective for annual periods, and interim periods within those annual periods, after December 15, 2018. Early application of this amendment is permitted for all entities. While we do not anticipate that, going forward, leases will be material to our balance sheet, we chose to early-adopt as of December 31, 2017 due to our entering into new leases during the year. These new leases are the only leases required to be included on our balance sheet under the new standard. Consequently, the adoption of the new lease standard did not have any impact to prior period information. Further, these leases are operating leases and, therefore, have no income statement impact resulting from the adoption of this standard.

 

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Contingencies

 

Certain conditions may exist as of the date the financial statements are issued which may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we, in consultation with legal counsel, evaluate the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

 

Stock-Based Compensation

 

We measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The fair value of our common stock was estimated by management based on observations of the cash sales prices of its common shares. Awards granted to directors are treated on the same basis as awards granted to employees.

 

Fair Value Measurement

 

The carrying values of our financial instruments, including cash, notes receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. FASB ASC Topic 820, “Fair Value Measurement” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1: Observable inputs such as quoted prices in active markets;

 

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3: Unobservable inputs for which there is little or no market data, and which require the reporting entity to develop its own assumptions.

 

We do not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.

 

Jumpstart Our Business Startups Act of 2012 (“JOBS Act”)

 

We are an “emerging growth company” (“EGC”), as defined in the JOBS Act. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for EGCs. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards, and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. We have chosen to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an EGC we are not required to, among other things, (i) being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure, (ii) not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting, (iii) not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, (iv) reduced disclosure obligations regarding executive compensation or (v) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 

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We will retain our EGC status until the first to occur of: (i) the end of the fiscal year in which the fifth anniversary of the completion of our initial public offering occurs, (ii) the end of the fiscal year in which our annual revenues exceed $1 billion, (iii) the date on which we issue more than $1 billion in non-convertible debt during any three-year period or (iv) the date on which we qualify as a “large accelerated filer.”

 

Recent Accounting Pronouncements

 

In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): “Improvements to Nonemployee Share-Based Payment Accounting.” The amendment simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted, including any interim period, for reporting periods for which financial statements have not been issued, but no earlier than an entity’s adoption date of Topic 606. We are currently evaluating the provisions of this guidance and assessing its impact on our financial statements and disclosures. 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

We are exposed to market risks in the ordinary course of our business. We do not currently face material market risks.

 

Interest Rate Risk

 

We are currently subject to interest rate risk in connection with borrowings under our line of credit with Morgan Stanley, which bears interest at variable rates. As of June 30, 2018, the principal amount outstanding under this line of credit was approximately $1.8 million, and the undrawn borrowing availability was $5.2 million. Based on the amounts outstanding under the line of credit at June 30, 2018, a hypothetical 10% adverse movement in 30-day LIBOR would increase our annual interest expense by approximately $180,000. To the extent that we incur additional indebtedness, we may increase our exposure to risk from interest rate fluctuations. We currently do not engage in any interest rate hedging activity and we have no intention to do so in the foreseeable future.

 

Our cash and cash equivalents include cash in readily available checking and money market accounts. These investments are not dependent on interest rate fluctuations that may cause the principal amount of these investments to fluctuate, and we do not expect such fluctuation will have a material impact on our financial conditions.

 

Foreign Currency Exchange Rate Risk

 

The majority of our expenses are denominated in the U.S. dollar. As we continue our commercialization efforts internationally, we may generate revenue and incur expenses denominated in currencies other than the U.S. dollar, a majority of which we expect to be denominated in Chinese Yuan. As a result, if and when the operations of ADOMANI China expand in the future, our revenue may be significantly impacted by fluctuations in foreign currency exchange rates. We may face risks associated with the costs of raw materials, primarily batteries, if and when we enter production. To the extent these and other risks materialize, they could have a material effect on our operating results or financial condition. We currently anticipate that our international selling, marketing and administrative costs related to foreign sales will be largely denominated in the same foreign currency, which may mitigate our foreign currency exchange risk exposure.

 

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ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures (a) were effective to ensure that information that we are required to disclose in reports that we file or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the six months ended June 30, 2018 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on Effectiveness of Controls and Procedures

 

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

 

 

 

 

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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We know of no material, existing or pending, legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 1A. RISK FACTORS

 

There were no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC on March 12, 2018.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

A list of exhibits is set forth on the Exhibit Index immediately following the signature page of this Quarterly Report on Form 10-Q and is incorporated herein by reference.

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

 

ADOMANI, INC.

 

     
Date: August 8, 2018 By:  /s/ James L. Reynolds
   

James L. Reynolds

President and Chief Executive Officer

(Principal Executive Officer)

     
Date: August 8, 2018 By:  /s/ Michael K. Menerey
   

Michael K. Menerey

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 

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Exhibit Index

 

        Incorporated by Reference    
Exhibit Number   Exhibit Description   Form   File No.   Exhibit   Filing
Date
  Filed Herewith
31.1   Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                   X
                         
31.2   Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                   X
                         
32.1#   18 U.S.C. Section 1350 Certification of Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                   X
                         
32.2#   18 U.S.C. Section 1350 Certification of Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                   X
                         
101.INS   XBRL Instance Document*                   X
                         
101.SCH   XBRL Taxonomy Extension Schema Document*                   X
                         
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document*                   X
                         
101.LAB   XBRL Taxonomy Extension Label Linkbase Document*                   X
                         
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document*                   X
                         
101.DEF   XBRL Taxonomy Extension Definitions Linkbase Document*                   X

 

 

# The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act (including this report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.
   
* In accordance with Rule 402 of Regulation S-T, this interactive data file is deemed not filed or part of this Quarterly Report for purposes of Sections 11 or 12 of the Securities Act or Section 18 of the Exchange Act and otherwise is not subject to liability under these sections.

 

 

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