ARCIMOTO INC Management’s Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

The following discussion and analysis of our financial condition and results of
operations for the three and six months ended June 30, 2022 and 2021 should be
read together with our unaudited condensed financial statements and related
notes included elsewhere in this report and in conjunction with the audited
financial statements and notes thereto for the year ended December 31, 2021
included in the Company's Annual Report on Form 10-K filed with the SEC on March
31, 2022. The following discussion contains "forward-looking statements" that
reflect our future plans, estimates, beliefs and expected performance. Our
actual results may differ materially from those currently anticipated and
expressed in such forward-looking statements as a result of a number of factors,
including those set forth above. We caution that assumptions, expectations,
projections, intentions or beliefs about future events may, and often do, vary
from actual results and the differences can be material. Please see "Cautionary
Note Regarding Forward-Looking Statements."



Overview



Arcimoto, Inc. (the "Company", "We", "Us", or "Our") was incorporated in the
State of Oregon on November 21, 2007, with the mission to catalyze the shift to
a sustainable transportation system. We build light, electric, ultra-efficient
vehicles that are incredibly fun to drive for a reason. Put simply, our vision
is an untouched planet and more livable cities.



Today's city is dominated by the traditional four-wheeled vehicle. We pave
almost half our urban land for these giant, multi-ton, extractive machines that
we almost always drive alone or with just one other person and leave parked and
rusting for most of their useful lives.



At Arcimoto, we believe that if we rightsize, electrify, and better utilize our
vehicles, we can reclaim our shared space, help clean our skies, and make cities
more livable for us all.



We have developed a new, human-scale three-wheeled electric vehicle platform,
featuring dual-motor front wheel drive, a battery pack sized to meet the range
needs of the vast majority of typical trips, and an optimized center of gravity
for a nimble, balanced driving experience. On this platform, we currently
manufacture a family of products targeting a wide range of everyday uses: the
Fun Utility Vehicle® ("FUV®"), for daily driving, rideshare and rental, the
Deliverator for last-mile delivery of essential food and goods, the Rapid
Responder® for emergency services and security, the Flatbed for general fleet
utility, and the Roadster, a pure fun machine that drives like nothing else on
the road.



The following table depicts our production, deployment and sales by quarter:



               Q3 2019       Q4 2019       Q1 2020       Q2 2020       Q3 2020       Q4 2020       Q1 2021       Q2 2021       Q3 2021       Q4 2021 
     Q1 2022       Q2 2022       Overall
Finished
Good
Inventory            0             8            20            12            10             9            23            61            45            35            18            55
Deployed
into
rental               0             0             0             0             0             0             7            12            15            25            19            20            98
Deployed
into fixed
assets               0             2             1             7             0            11             7             4            15            28             0             4            79
Sales                2            44            27            11            31            28            60            31            64            37            24            41           400
Production           2            54            40            10            29            38            88            85            78            80            26           102           632




The Company's primary focus is on volume production planning in order to push to
sustainable profitability. On April 19, 2021, the Company purchased an
approximately 220,000 square foot facility to expand production capabilities.
The Company has continued to execute its growth strategy while preparing
to secure lower cost non-dilutive financing.



Platform and Technologies



Arcimoto is fundamentally a technology company. Its first decade was spent
developing and refining eight generations of a new three-wheeled electric
vehicle platform: a light-footprint, nimble reverse-trike architecture that
features a low center of gravity for stability on the road; dual-motor
front-wheel drive for enhanced traction; can be parked three to a space while
carrying two large adults comfortably, and is more efficient, by an order of
magnitude, than today's gas-powered cars. The Company has secured 13 utility
patents on various constituent technologies and vehicle platform architectures.
Arcimoto has teamed with several companies to evaluate Arcimoto's manufacturing
processes and supply chain management in order to drive down costs and increase
the volume of production of Arcimoto ultra-efficient electric vehicles. This
project progressed significantly, primarily due to the purchase of a new
production facility and additional capital manufacturing equipment, continued
production ramp planning, and product architecture sourcing-selection across all
major vehicle subsystems.



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Products



Arcimoto's vehicle products are based on the Arcimoto Platform, which includes
the basic lower framed structure and certain key components of our vehicles.
While intended to serve very different market segments, an estimated 90% of the
constituent parts are the same between all products currently in production and
development.



FUV®



Arcimoto's flagship product is the FUV. The FUV delivers a thrilling ride
experience, exceptional maneuverability, comfort for two passengers with cargo,
highly-efficient parking (three FUVs to a single parking space), and
ultra-efficient operation, all at an affordable price. Over time, we anticipate
offering the FUV with several option packages to meet the needs of a variety of
customers.



We led with a consumer product because we are a consumer-first brand. We believe
individuals should be able to choose more efficient, more affordable, and
lighter-footprint mobility solutions, so that more of us can participate in the
transition to a sustainable transportation future.



Rapid Responder®



The Rapid Responder® was announced on February 15, 2019. The pure-electric Rapid
Responder® is developed on the Arcimoto platform, and designed to perform
specialized emergency, security and law enforcement services at a fraction of
the cost and environmental impact of traditional combustion vehicles. The Rapid
Responder® aims to deliver first responders to incidents more quickly and
affordably than traditional emergency response vehicles.



Arcimoto is initially targeting the more than 50,000 fire stations across the
United States that use traditional fire engines and large automobiles to respond
to calls. Arcimoto also plans to market the Rapid Responder® as a solution for
campus security and law enforcement applications.



Deliverator®



Development of the Deliverator was officially announced on March 19, 2019 with
the reveal of the first Deliverator prototype. The Deliverator is currently in
production.



The Deliverator is a pure electric, last-mile delivery solution designed to more
quickly, efficiently, and affordably get goods where they need to go. We plan
for the Deliverator to be customizable to carry a wide array of products, from
pizza, groceries, and cold goods to the 65 billion parcels delivered worldwide
annually.



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Cameo (™)



Arcimoto completed a prototype of the Cameo, an FUV equipped with a rear-facing
rear seat and a modified roof built for on-road filming in September 2020. We
teased the Cameo prototype in several Arcimoto videos in September 2020 and have
used the Cameo to shoot all of our own driving footage since its on-roading.
Development of the Cameo is still in the planning stages.



The Cameo is aimed at the film industry, as well as the growing influencer and Do-It-Yourself (“DIY”) film market. The Cameo is currently available to prospective customers as a custom-modified FUV.



Arcimoto Roadster



The Arcimoto Roadster prototype was first introduced in a video released October
30, 2020. Conceived as a pure platform fun machine, the Roadster offers a lower
center of gravity, lower overall weight, and potentially improved aerodynamics.
We announced the formal development of the Roadster product, in collaboration
with industry partners on November 16, 2020. The first production Roadster was
unveiled on July 26, 2021.



Arcimoto Flatbed



The Arcimoto Flatbed prototype was introduced at the FUV & Friends Summer
Showcase on July 26, 2021. Similar to the Deliverator, it eschews the rear seat,
this time for a pickup-style flatbed instead of an enclosed cargo area. Arcimoto
announced a collaboration with a Eugene-based industry partner, and displayed a
modular, expandable flatbed that could be used for the Flatbed model.



Autonomous Driverless Arcimoto




Our long-term goal is to offer the market one of the lowest cost, most efficient
"last mile" human and goods shared transport solutions for the future road. We
intend that our platform will provide a ready foundation for remote control and
self-driving technology deployment, and have begun to demonstrate that
capability.



At the FUV & Friends Summer Showcase on July 26, 2021, Arcimoto demonstrated progress on torque vectoring and other drive system software improvements, including “drive-by-wire” functionality, a foundational layer for a true driverless control system.




The first step toward that driverless control system was also on display at the
Summer Showcase. A technology company, based in South San Francisco,
demonstrated the first ever driverless FUV using remote control, a step toward
ride-on-demand, where riders will be able to summon a vehicle to their location
and then hop in and drive.


Development has continued to progress to the point where a vehicle was operated without a human on board.




Sales and Distribution Model



Arcimoto's sales and distribution model is direct. Customers place vehicle
orders on our website, and the vehicle product will be delivered directly to the
end user via a common carrier or our own delivery fleet. The website ordering
and vehicle configuration system is functional, with additional development
planned to further automate the sales process.



We are also developing relationships with commercial fleet management companies to accelerate commercial sales.




On October 26, 2020, we announced a partnership with DHL to provide nationwide
home delivery of the FUV. They are currently handling the bulk of our customer
deliveries.



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Rental and Rideshare Model



We plan to augment this direct web purchase process with experiential rental
operations in key markets. This rental model gives prospective customers a
direct experience with the physical product before purchasing. We opened our
first Company-owned rental operations in San Diego, California and Eugene,
Oregon in the second quarter of 2021. The Company-owned rental center in Hawaii
is scheduled to open August 20, 2022. Additional rental vehicles are available
at our franchise rental location, Arcimoto Key West in Key West, Florida and at
revenue sharing partner operators across locations in Washington, Florida,
California, and Oregon. We entered into an agreement with the Graduate Hotel in
Eugene, Oregon in the third quarter of 2021 to rent FUVs to hotel guests. We
have a revenue sharing agreement with GoCars in San Diego with additional
locations opening in the second half of 2022.



We plan to open additional Arcimoto-Owned and operated rental locations in favorable markets in the future, while also further developing partner rental operations, and aggressively pursuing new partners for those operations.



Service


We are pursuing three different models for service of the FUV:



Service-on-demand



Our initial model is on-demand and on-site vehicle service by Arcimoto
technicians or Arcimoto-authorized technicians. Service-on-demand will likely be
the primary model during our West Coast release as the majority of the vehicles
will be geographically located relatively near the factory or a mobile
technician. We intend for customers to request service either through the
Arcimoto mobile app or by calling a 24-hour service number.



In-market partnership



We are currently reviewing potential service partners located in our key
distribution regions. We have contracted with Agero Driver Assistance Services,
Inc. to provide our customers with roadside assistance. We are currently
reviewing Agero's network of pre-approved third-party service providers, as well
as other third-party service providers, to perform service on Arcimoto vehicles.
We are currently selecting, training, and certifying providers as we expand.



Rental facility service


We employ Arcimoto service technicians at some of our rental locations, depending on the dealer laws in the state. Customers near those rental locations are able to deliver their vehicle to that location for service needs.



Vehicle Financing



We have secured multiple partners nationwide to apply for consumer financing on
our website. We have expanded financing options for customers to pursue personal
financing to purchase our FUVs.



Management Opportunities, Challenges and Risks

Sales Funnel, Order Backlog, etc.




We are focused on building our sales and rental revenue in the states where we
have current rental operations and delivery options available for
customers: California, Florida, Washington, Oregon, Nevada, and Arizona. We
recently added Hawaii which is scheduled to open rentals August 20th 2022. Also,
we plan to expand our business in other states as we scale our production. While
we expand geographical boundaries of our business operations, we also plan to
expand and improve on the customers' retail experiences by including additional
rental partnerships and pop-up demo drive experiences through new Customer
Experience Centers. Our current conversion rate from our rental operations and
demo drives is pacing YTD at approximately 8%. In Q2 we converted 4% of drives
to order with anticipation of continued conversion in the months ahead in line
with longer selling cycles for vehicle purchases. We aim to increase our
conversion rate for both our rental operations and demo drives through increased
engagement at each step of our customer journey and grow our drive volume by
expanding our geographical footprint through various channels. These various
channels include, but are not limited to, our rental operations, pop-up demo
centers in high traffic flagship markets, strategic events and shows throughout
the country and identifying new markets and expanding our brand awareness.



At June 30, 2022, the order backlog for our vehicles is 41. The conversion rate from order backlog to actual sales is approximately 95%. During the second quarter of 2022, the volume of demo drives made by potential customers is 1,228.





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Currently, we are dependent on a single supplier for our battery cells. During
the third quarter of 2021, we received two types of battery cells, one of which
has been discontinued. In order to use these cells, our engineering team is
currently developing a module that will enable the utilization of these battery
cell types. Upon development, regulatory testing will be conducted for
compliance with government safety standards. This development and testing will
occur concurrently with the planned pause in production discussed in the
paragraph above. One of the battery cells was certified while another cell is
expected to complete certification by the fourth quarter of 2022. We do not
expect any challenges in regard to the certification process. We also expect
that future battery cell purchases may have to be certified if these purchased
cells have different specifications than what already has been certified.



We have contracted with a constellation of industry partners to evaluate
Arcimoto's manufacturing processes and supply chain management in order to drive
down costs and begin high-volume production of Arcimoto ultra-efficient electric
vehicles. To date, substantial progress has been made in understanding the cost
models for future vehicles based on current and anticipated supply chain
conditions, ergonomic studies, planning for failure modes and effects analysis
("FMEA"), baseline ride-drive characteristics, mapping out European Union ("EU")
certification, cost reduction for manufacturing, lean manufacturing analysis,
vehicle architecture sourcing-selection for all major subsystems and the
technology roadmap for future vehicles and marketing roadmap.



We have conducted multiple pilot programs with various partners to add credence
to the business case for a light weight rapid response electric vehicle. Rapid
responders have been well received under these pilot programs.



We have several ongoing Deliverator pilot programs with individuals,
municipalities, and corporate fleets. We have completed the first phase of
tool-up for manufacture and production of the Deliverator, and we will continue
to build Deliverators in low volume through the remainder of 2022, to support
commercial new pilot programs.



Mean-Lean-Machine ("MLM")


We currently have received 1,000 pre-orders or $100,000 cash, net of cancellations for our MLM product line. The MLM is an electric three-wheeled bicycle that incorporates our tilting technology.

Trends in Cash Flow, Capital Expenditures and Operating Expenses




Our capital expenditures are typically difficult to project beyond the short
term given the number and breadth of our core projects at any given time and may
further be impacted by uncertainties in future market conditions. We are
simultaneously ramping new products in the Deliverator and Roadster, micro
mobility, ramping manufacturing facilities in the new 10-acre campus and
piloting the development and manufacture of new battery module technologies, and
the pace of our capital spend may vary depending on overall priority among
projects, the pace at which we meet milestones, production adjustments to and
among our various products, increased capital efficiencies and the addition of
new projects. Owing and subject to the foregoing as well as the pipeline of
announced projects under development and all other continuing infrastructure
growth, we currently expect our capital expenditures to be between$35,000,000 to
$40,000,000 in 2022 and each of the next two fiscal years.



Our business has been consistently generating negative cash flow from
operations, some of this is offset with better working capital management
resulting in shorter days sales outstanding than days payable outstanding. We
are also likely to see heightened levels of capital expenditures during certain
periods depending on the specific pace of our capital-intensive projects and
rising material prices and increasing supply chain and labor expenses resulting
from changes in global trade conditions and labor availability associated with
the COVID-19 pandemic. Moreover, while our stock price was significantly
elevated during parts of 2021, we saw higher levels of exercise of investor
warrants and options from employee equity plans, which obligates us to deliver
shares pursuant to the terms of those agreements. Overall, we expect our ability
to be self-funding to be achieved as we approach a sales volume of approximately
7,500 vehicles per year and as long as macroeconomic factors support growth in
our sales, and engineering cost reductions and volume pricing improve materials
cost.



Operating expenses increased by approximately 55% or $3,750,000 for the three
months ended June 30, 2022 as compared to the three months ended June 30, 2021
and 59%, or $7,470,000, for the six months ended June 30, 2022, as compared to
the six months ended June 30, 2021. This increase was primarily due to, among
other things, increased sales and marketing costs and research and development
("R&D") expenses. Sales and marketing expenses increased as we ramped up our
marketing efforts to achieve higher levels of sales growth. Research and
development expenses increased as we pursued new and more efficient methods of
production processes and continued to improve our technological design and
development of our product lines. The number of employees increased by
approximately 46%, from 198 as of June 30, 2021, to 289 employees as of June 30,
2022. The increased staff was needed to build out all parts of the Company for
selling and servicing vehicles.



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Risks and Uncertainties


In the future, the Company may not have the capital resources necessary to further the development of existing and/or new products.




Our current cost structure, along with other factors including market
penetration in the states we are currently doing business, does not allow us to
achieve profitability. Although we are constantly trying to improve our cost
structure and market penetration, we may not succeed to the point where we can
achieve profitability consistently. Also, Arcimoto may not be able to reduce
costs to the level necessary to unlock the market potential for our products.



We may, from time to time, be subject to recalls due to, among other things,
software glitches and/or faulty parts which may require us to provide warranty
repairs to our customers. These additional warranties may have a negative impact
on our financial resources, which may in turn, negatively impact our financial
results.


Although we expect our acquisition of Tilting Motor Works, Inc. (“TMW”) to positively impact our overall financial performance, the results may not justify our intangible asset values. If this occurs, we will have to consider the recoverability of our values ​​placed on our intangible assets.





New Accounting Pronouncements



For a description of new accounting pronouncements, please refer to the "Summary
of Significant Accounting Policies" in Note 2 to our Condensed Financial
Statements under Part I, Item 1 of this Quarterly Report on Form 10-Q and the
Company's Annual Report on Form 10-K filed with the SEC on March 31, 2022.



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Critical Accounting Policies and Estimates




Our financial statements are prepared in accordance with GAAP. The preparation
of these financial statements requires us to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues, costs and expenses
and related disclosures. We base our estimates on historical experience, as
appropriate, and on various other assumptions that we believe are reasonable
under the circumstances. Changes in the accounting estimates are reasonably
likely to occur from period to period. Accordingly, actual results could differ
significantly from the estimates made by our management. We evaluate our
estimates and assumptions on an ongoing basis. To the extent that there are
material differences between these estimates and actual results, our future
financial statement presentation, financial condition, results of operations and
cash flows will be affected. See Note 2 to our Condensed Financial Statements
under Part I, Item I of this Quarterly Report on Form 10-Q.



Inventory



Inventory is stated at the lower of cost (using the first-in, first-out method
("FIFO")) or net realizable value. We expense all labor and overhead costs as we
are currently selling vehicles below the base cost of a finished unit. As such,
our inventory costs consist mainly of material costs. Due to external economic
conditions, including supply chain issues and inflation, among other things,
such costs may fluctuate significantly over time and affect our results of
operations. There had been no significant fluctuations in costs of the materials
used in our inventory during the first half of 2022.



Convertible Note



We have elected the fair value option under ASC 825-10-25 to account for the
convertible note. We have utilized a binomial lattice methodology in estimating
the fair value. The note's fair value measurement is classified as Level 2 under
the fair value hierarchy as provided by ASC 820, "Fair Value Measurement". The
fair valuation of this convertible note uses inputs other than quoted prices
that are observable either directly or indirectly. Under this option, changes in
fair value of the convertible debt are recorded as an unrealized gain/loss on
convertible note fair value in the Condensed Statements of Operations.



Results of Operations


Three Months Ended June 30, 2022 versus Three Months Ended June 30, 2021

The following table summarizes the Company’s results of operations:



                                    Three Months Ended
                                         June 30,                           Change
                                  2022              2021           Dollars        Percentage
Revenue                       $   1,499,341     $    717,379     $    781,962             109 %
Cost of goods sold                6,104,337        3,248,061        2,856,276              88 %
Gross loss                       (4,604,996 )     (2,530,682 )     (2,074,314 )            82 %

Operating expenses:
Research and development          3,716,431        2,646,071        1,070,360              40 %
Sales and marketing               3,070,280        1,589,475        1,480,805              93 %
General and administrative        3,785,661        2,586,719        1,198,942              46 %
Total operating expenses         10,572,372        6,822,265        3,750,107              55 %

Loss from operations            (15,177,368 )     (9,352,947 )     (5,824,421 )            62 %

Other (income) expense:
Gain on forgiveness of PPP
loan                                      -       (1,078,482 )      1,078,482            (100 )%
Unrealized loss on
convertible note fair value       2,145,540                -        2,145,540              NA
Interest expense                    124,171           47,348           76,823             162 %
Other income                        (45,937 )        (75,279 )         29,342             (39 )%

Loss before income tax
benefit                         (17,401,142 )     (8,246,534 )     (9,154,608 )           111 %

Income tax benefit                   (3,200 )           (150 )         (3,050 )          2033 %

Net loss                      $ (17,404,342 )   $ (8,246,684 )   $ (9,157,658 )           111 %




Revenues



Total revenue increased approximately $782,000 or 109% for the three months
ended June 30, 2022, compared to the same period last year. The increase was
primarily due to an increase in the number of FUV units sold, partially offset
by slightly lower average sales price for the quarter, an increase in TMW
revenue and a slight increase in rental revenue. These increases were due to the
ramp up of our marketing and sales activities.



We had approximately $1,499,000 in revenue, comprising approximately
$1,015,000 in net revenue from the sales of our vehicles and related products
and accessories, approximately $430,000 in TMW net revenue and approximately
$54,000 in net revenue from rental operations during the three months ended June
30, 2022. We had approximately $717,000 in revenue, comprising approximately
$670,000 in revenue from the sales of our vehicles, approximately $31,000 in TMW
revenue and approximately $17,000 in revenue from our rental operation during
the three months ended June 30, 2021.



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Cost of Goods Sold



Cost of goods sold increased by approximately $2,856,000 or 88%, primarily
driven by higher materials cost due to increased production and rising costs due
to global supply chain issues, higher payroll costs due to additional hiring and
company-wide cost of living payroll increases and higher manufacturing overhead
as a result of ramping up our production operations and to a lesser extent,
higher inventory losses due to purchase price variance and higher TMW COGS as a
result of higher TMW revenues.



We had approximately $6,104,000 in cost of goods sold ("COGS"), comprising
approximately $999,000 for FUV material and freight costs from the sale of our
vehicles, $151,000 related to our rental operations, $316,000 related to TMW,
$130,000 in warranty costs, $486,000 from an adjustment to inventory for
purchase price variance, obsolescence and scrap, and approximately $4,024,000 in
manufacturing, labor, and overhead, during the three months ended June 30,
2022. Included in the manufacturing, labor and overhead costs are payroll and
employee-related costs of $2,192,000 while the remaining costs consist of
consulting services, freight, and depreciation, among other things.



We had approximately $3,248,000 in COGS, comprising approximately $655,000 for
FUV material costs from the sale of our vehicles, $87,000 in warranty
reserves, $26,000 in TMW COGS and $83,000 in other material-related costs,  and
approximately $2,397,000 in manufacturing, labor, and overhead, during the three
months ended June 30, 2021



Operating Expenses


Research and Development (“R&D”) Expenses




R&D expenses increased by $1,070,000 or 40% during the three months ended June
30, 2022 as compared to the same period last year primarily due to higher costs
incurred in developing and/or improving new technology in connection with our
product lines and also designing production processes in anticipation of future
increases in production volume. The increase was due to higher consulting
services and payroll costs as a result of additional hiring and cost of living
payroll increases. R&D expenses for the three months ended June 30, 2022 and
2021 were approximately $3,716,000 and $2,646,000, respectively.



Sales and Marketing (“S&M”) Expenses




S&M expenses for the three months ended June 30, 2022 and 2021 were
approximately $3,070,000 and $1,589,000, respectively. The primary reasons for
the increase in sales and marketing expenses during the three months ended June
30, 2022 of approximately $1,481,000, or 93%, as compared to the prior period
were increased costs related to the expansion of the sales and marketing
department and higher activities to market our product lines via various forms
ofcustomer communications. As markets opened up after the COVID-19 pandemic, we
have expanded into new markets, conducted road shows and incurred expenses to
increase our brand awareness. We have hired key sales and marketing personnel to
support our sales growth strategy which increased our payroll and
employee-related costs. The higher levels of marketing activities resulted in
higher travel and marketing costs.



General and Administrative (“G&A”) Expenses




G&A expenses consist primarily of personnel and facilities costs related to
executives, finance, human resources, information technology, as well as legal
fees for professional and contract services. G&A expenses for the three months
ended June 30, 2022 were approximately $3,786,000 as compared to approximately
$2,587,000 for the same period last year, representing an increase of
approximately $1,199,000, or 46%. The increase was primarily due to, among other
things, higher payroll and payroll-related costs as a result of cost of living
payroll increases and additional employees needed to support anticipated
business growth, higher consulting costs to support our technology
infrastructure, higher insurance costs from higher business activities, higher
legal costs, partially offset by lower accounting and professional fees.



Gain on forgiveness of PPP Loan




On May 5, 2020, the Company received a Paycheck Protection Program ("PPP") loan
in the amount of approximately $1,069,000, referred to on the balance sheet as
Note payable to bank. The loan has an interest rate of 1% and monthly payments
of approximately $60,000 for 18 months beginning December 5, 2020. This loan is
eligible for the limited loan forgiveness provisions of Section 1102 of the
CARES Act, and the SBA Interim Final Rule dated April 2, 2020. On April 27, 2021
all of the outstanding principal and interest of approximately $1,069,000 and
$10,000, respectively, were forgiven as of June 30, 2021. No such transaction
took place in 2022.


Unrealized Loss on Convertible Note Fair Value

We recorded an unrealized loss of $2,145,540 as a result of the mark-to-market to fair value for the convertible note in accordance with ASC 825-10-25.



Interest Expense



Interest expense for the three months ended June 30, 2022 was approximately
$124,000, as compared to $47,000 during the three months ended June 30, 2021.
The increase in interest expense was primarily due to the interest accrued on
the convertible note.



Other Income


Other income was approximately $46,000 for the three months ended June 30, 2022 and approximately $75,000 for the three months ended June 30, 2021. Other income consists primarily of miscellaneous items.

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Six Months Ended June 30, 2022 versus Six Months Ended June 30, 2021

The following table summarizes the Company’s results of operations:



                                   Six Months Ended
                                       June 30,                            Change
                                2022              2021             Dollars        Percentage

Revenue:                        2,149,574         2,111,355            38,219               2 %
Cost of goods sold             10,151,609         6,472,812         3,678,797              57 %
Gross loss                     (8,002,035 )      (4,361,457 )      (3,640,578 )            83 %

Operating expenses:
Research and development        7,623,016         5,070,511         2,552,505              50 %
Sales and marketing             5,996,785         2,554,078         3,442,707             135 %
General and
administrative                  6,484,614         5,010,188         1,474,426              29 %
Total operating expenses       20,104,415        12,634,777         7,469,638              59 %

Loss from operations          (28,106,450 )     (16,996,234 )     (11,110,216 )            65 %

Other (income) expense:
Gain on forgiveness of
PPP loan                                -        (1,078,482 )       1,078,482            (100 )%
Unrealized loss on
convertible note fair
value                           2,145,540                 -         2,145,540              NA
Interest expense                  173,906            99,575            74,331              75 %
Other income                      (71,196 )         (89,433 )          18,237             (20 )%

Loss before income tax
benefit                       (30,354,700 )     (15,927,894 )     (14,426,806 )            91 %

Income tax (expense)
benefit                            (3,200 )       2,938,698        (2,941,898 )          (100 )%

Net loss                    $ (30,357,900 )   $ (12,989,196 )   $ (17,368,704 )           134 %




Revenues



Total revenue increased slightly by approximately $38,000 or 2% for the six
months ended June 30, 2022, compared to the same period last year. The increase
was primarily due to an increase in TWM revenue and rental revenue, partially
offset by a decline in our FUV sales as we temporarily ceased production in the
first quarter of 2022 in order to move into our new production facilities in
anticipation of future production growth. TMW was acquired during the first
quarter of 2021 and therefore, TMW revenues for the six months ended June 30,
2021 were from the time of acquisition till June 30, 2021.



We had approximately $2,150,000 in revenue, comprising approximately
$1,530,000 in net revenue from the sales of our vehicles and related products
and accessories, approximately $553,000 in TMW net revenue and approximately
$67,000 in net revenue from rental operations during the six months ended June
30, 2022. We had approximately $2,111,000 in revenue, comprising approximately
$1,964,000 in revenue from the sales of our vehicles and related products and
accessories, approximately $123,000 and approximately $24,000 in revenue from
rental operations during the six months ended June 30, 2021.



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Cost of Goods Sold



Cost of goods sold increased by approximately $3,679,000 or 57%, primarily
driven by higher payroll costs due to additional hiring and company-wide cost of
living payroll increases and higher manufacturing overhead as a result of
ramping up our production operations and higher inventory losses due to purchase
price variance, higher freight charges as a result of macroeconomic factors
related to transportation costs, higher TMW and rental COGS due to increased
activity compared to the same period last year. As noted above, TMW was acquired
during the first quarter if 2021 and as such, the results of operations for TMW
did not fully reflect six months of operations in 2021.



We had approximately $10,152,000 in cost of goods sold ("COGS"), comprising
approximately $1,492,000 for FUV material and freight costs from the sale of our
vehicles, $287,000 related to our rental operations, $407,000 related to TMW,
$200,000 in warranty costs, $692,000 from an adjustment to inventory for
purchase price variance, obsolescence and scrap, and approximately $7,073,000 in
manufacturing, labor, and overhead, during the six months ended June 30, 2022.
Included in the manufacturing, labor and overhead costs are payroll and
employee-related costs of $3,034,000 while the remaining costs consist of
consulting services, freight, and depreciation, among other things.



We had approximately $6,473,000 in COGS, comprising approximately $1,931,000 for
FUV material and freight costs from the sale of our vehicles, $93,000 related to
TMW, $237,000 in warranty costs, $28,000 from an adjustment to inventory for
purchase price variance and scrap and other costs, and approximately
$4,184,000 in manufacturing, labor, and overhead, during the six months ended
June 30, 2021.



Operating Expenses


Research and Development (“R&D”) Expenses




R&D expenses increased by $2,553,000 or 50% during the six months ended June 30,
2022 as compared to the same period last year primarily due to higher costs
incurred in developing and/or improving new technology in connection with our
product lines and also designing production processes in anticipation of future
increases in production volume. The increase was due to higher consulting
services and payroll costs as a result of additional hiring and cost of living
payroll increases. R&D expenses for the six months ended June 30, 2022 and 2021
were approximately $7,623,000 and 5,070,511, respectively.



Sales and Marketing (“S&M”) Expenses




S&M expenses for the six months ended June 30, 2022 and 2021 were approximately
$5,997,000 and $2,554,000, respectively. The primary reasons for the increase in
sales and marketing expenses during the six months ended June 30, 2022 of
approximately $3,443,000, or 135%, as compared to the prior period was increased
costs related to the expansion of the sales and marketing department and higher
activities to market our product lines via various forms ofcustomer
communications. As markets opened up after the COVID-19 pandemic, we have
expanded into new markets, conducted road shows and incurred expenses to
increase our brand awareness. We have hired key sales and marketing personnel to
support our sales growth strategy which increased our payroll and
employee-related costs. The higher levels of marketing activities resulted in
higher travel and marketing costs.



General and Administrative (“G&A”) Expenses




G&A expenses consist primarily of personnel and facilities costs related to
executives, finance, human resources, information technology, as well as legal
fees for professional and contract services. G&A expenses for the six months
ended June 30, 2022 were approximately $6,485,000 as compared to approximately
$5,010,000 for the same period last year, representing an increase of
approximately $1,474,000, or 29%. The increase was primarily due to, among other
things, higher payroll and payroll-related costs as a result of cost of living
payroll increases and additional employees needed to support anticipated
business growth, higher consulting costs to support our technology
infrastructure, higher insurance costs from higher business
activities, partially offset by lower legal, accounting and professional fees.



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Gain on forgiveness of PPP Loan




On May 5, 2020, the Company received a Paycheck Protection Program ("PPP") loan
in the amount of approximately $1,069,000, referred to on the balance sheet as
Note payable to bank. The loan has an interest rate of 1% and monthly payments
of approximately $60,000 for 18 months beginning December 5, 2020. This loan is
eligible for the limited loan forgiveness provisions of Section 1102 of the
CARES Act, and the SBA Interim Final Rule dated April 2, 2020. On April 27, 2021
all of the outstanding principal and interest of approximately $1,069,000 and
$10,000, respectively, were forgiven as of June 30, 2021. No such transaction
took place in 2022.

Unrealized Loss on Convertible Note Fair Value

We recorded an unrealized loss of $2,145,540 as a result of the mark-to-market to fair value for the convertible note.

Interest Expense


Interest expense for the six months ended June 30, 2022 was approximately
$174,000, as compared to $100,000 during the six months ended June 30, 2021. The
increase in interest expense was primarily due to the interest accrued on the
convertible note.



Other Income


Other income was approximately $71,000 for the six months ended June 30, 2022 and approximately $89,000 for the six months ended June 30, 2021. Other income consists primarily of miscellaneous items.

Liquidity and Capital Resources

Cash Flows from Operating Activities




Our cash flows from operating activities are significantly affected by our cash
outflows to support the growth of our business in areas such as R&D, sales and
marketing and G&A expenses. Our operating cash flows are also affected by our
working capital needs to support personnel related expenditures, accounts
payable, inventory purchases and other current assets and liabilities.



During the six months ended June 30, 2022 cash used in operating activities was
approximately $26,105,000, which included a net loss of approximately
$30,358,000, non-cash charges of $7,753,000 and changes in net working capital
and other items that contributed to cash and cash equivalent reduction of
approximately $3,500,000. Our net loss was primarily due to, among other things,
(1) spending on R&D expenditures to develop and improve new technology in
connection with our product lines and new designs of our production processes in
anticipation of future increases in production volume, and (2) spending on S&M
expenses as we increased our sales force in order to ramp up our marketing
efforts and activities to increase our brand awareness and conduct road shows.
Our inventory increased in anticipation of future sales and production growth
while our accounts payable increased, primarily due to timing.



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During the six months ended June 30, 2021, cash used in operating activities was
approximately $14,021,000, which included a net loss of approximately
$12,989,000, non-cash charges of approximately $1,660,000, and changes in net
working capital items of approximately $629,000.



Cash Flows from Investing Activities

Cash flows from investing activities primarily relate to the capital expenditures to support our growth in operations, including investments in manufacturing equipment and tooling. During the six months ended June 30, 2022 we paid approximately $5,608,000 to purchase property and equipment in anticipation of our future production growth.




During the six months ended June 30, 2021, we paid approximately $13,737,000 to
purchase property and equipment, approximately $24,000 for security deposits,
and $1,754,000 as part of the TMW acquisition.



Cash Flows from Financing Activities




During the six months ended June 30, 2022 net cash provided by financing
activities was approximately $19,755,000, compared to net cash provided by
financing activities of approximately $28,558,000 during the six months ended
June 30, 2021. Cash flows provided by financing activities during the six months
ended June 30, 2022 comprised of proceeds from the issuance of common stock
through our registered offerings of approximately $16,315,000 (net of offering
costs of approximately $598,000, proceeds from exercise of warrants of
approximately $20,000, proceeds from equipment notes of approximately $65,000,
proceeds from the exercise of options of approximately $83,000, and proceeds
from convertible note of $4,500,000, reduced by payments of notes payable of
approximately $789,000, payments on finance lease obligations of approximately
$195,000 and equipment notes of approximately $245,000.



During the six months ended June 30, 2021, net cash provided by financing
activities was approximately $28,558,000. Cash flows provided by financing
activities during the six months ended June 30, 2021 mainly comprised of
proceeds from the issuance of common stock through our S-3 offering of
approximately $26,383,000 (net of offering costs of approximately $924,000),
proceeds from exercise of stock options and warrants of approximately $932,000,
proceeds from equipment notes of approximately $294,000, reduced by repayments
of notes payable of approximately $429,000, repayment of equipment notes of
approximately $329,000.

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