Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
CAUTIONARY AND FORWARD LOOKING STATEMENTS
In addition to statements of historical fact, this Quarterly Report on Form 10-Q contains forward-looking statements. The presentation of future aspects of XsunX, Inc. ("XsunX", the "Company" or "issuer") found in these statements is subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. Without limiting the generality of the foregoing, words such as "may", "will", "expect", "believe", "anticipate", "intend", or "could" or the negative variations thereof or comparable terminology are intended to identify forward-looking statements. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors, including those discussed under “Item 1A: Risk Factors” in the Company’s Annual Report on Form 10-K.
These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause XsunX's actual results to be materially different from any future results expressed or implied by XsunX in those statements. Important facts that could prevent XsunX from achieving any stated goals include, but are not limited to, the following:
Some of these risks might include, but are not limited to, the following:
(a) volatility or decline of the Company's stock price;
(b) potential fluctuation in quarterly results;
(c) failure of the Company to earn revenues or profits;
(d) inadequate capital to continue or expand its business, inability to raise additional capital or financing to implement its business plans;
(e) failure to commercialize its technology or to make sales;
(f) rapid and significant changes in markets;
(g) litigation with or legal claims and allegations by outside parties;
(h) insufficient revenues to cover operating costs.
There is no assurance that the Company will be profitable, the Company may not be able to successfully develop, manage or market its products and services. The Company may not be able to attract or retain qualified executives and technology personnel, the Company's products and services may become obsolete, government regulation may hinder the Company's business, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of warrants and stock options, and other risks inherent in the Company's businesses.
The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K filed by the Company and any Current Reports on Form 8-K filed by the Company.
Management believes the summary data presented herein is a fair presentation of the Company's results of operations for the periods presented. Due to the Company's change in primary business focus and new business opportunities these historical results may not necessarily be indicative of results to be expected for any future period. As such, future results of the Company may differ significantly from previous periods.
Business Overview
XsunX specializes in the sale, design, and installation of solar photovoltaic power generation (PV), and energy saving technologies that provide our clients long term savings, predictability, and control of their energy costs. Our background and experience spans virtually all aspects of solar including technology assessment, design, and development.
The Company has developed a highly skilled team of qualified engineering and specialty contractors with extensive commercial and residential solar experience necessary to service the diverse conditions that can be encountered in the design and installation of PV, and energy saving technologies. The company couples this superior design and delivery capability with factory direct pricing, and zero down financing options to provide our clients with energy saving solutions that can quickly pay for themselves.
Our business development objectives are to capitalize on the demand within the California commercial and residential markets for the installation of solar electric power systems. The demand, underscored in a 2015 market data report from the U.S. Solar Energy Industries Association (SEIA) indicates $11.7 billion dollars was invested into PV system installations in California in 2014 representing a 66% increase over the previous year, and nationally capacity is forecasted to double through the addition of roughly 20,000 megawatts (MW) in the 2015-16 period with California leading the way. Helping to drive these significant solar adoption numbers are continued cost reductions, coupled with government tax and investment incentives providing significant investment incentives for consumers whom we market to in efforts to make sales.
We have historically focused our operations toward commercial rooftop solar power sales. In the second half of 2015 period we began to expand our marketing efforts to include residential sales efforts, however an area in which we believe we can establish distinct marketing and sales advantages is through the sale and delivery of commercial solar carport and canopy systems.
While we believe that the commercial and residential rooftop solar will continue to offer sales growth opportunities, non-residential solar carport and canopy systems can, in many instances, provide us the opportunity to offer customers larger project sizing, greater electricity savings, and the ability to differentiate XsunX from competitors.
In the 2015 period we began to establish the capabilities to design, directly source all of the major system components, and deliver solar carport systems allowing us to eliminate reliance on costly third party specialty subcontractors whom we believe the majority of our competitors rely on. This has allowed us to reduce our solar canopy structure installation costs by approximate 35%, and the overall PV system cost by approximately 15% which, we believe, provides us with a distinct pricing advantage for solar carports and canopies within the greater Southern California markets that we serve.
Market for Solar Power
We believe that a significant demand for our solar power energy solutions is developing, in part, as a result of following propositions:
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We provide the ability to control and predict future energy costs
. Our customers invest in the ability to self-generate power to offset and/or eliminate the purchase of third party utility provided electric energy. These investments provide predictability and control of energy costs, and can significantly reduce overall energy costs while insulating clients from rising retail electricity prices.
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Maturity and dependability of solar technologies
. The results and benefits from investments in solar power systems have begun to produce long term statistical data. This historical performance data allows investment benefits for near and long term future operations to be accurately estimated. This provides customers greater reliance on future results, and the confidence to make investments.
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Rapid capital recovery of solar investments
. Reports provided by U.S. Energy Department indicate that the installed price reductions for solar PV systems are driving record installation demand. These cost reductions for the major components that make up PV systems allow us to provide per watt pricing that, coupled with tax and operating benefits, can often result in capital investment recovery within 3 to 4 years.
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Our Approach
We provide customers with a turn-key suite of services and products. Our customer relationship development begins with a financial analysis providing detailed estimated investment benefits and results over the first twenty five years of a solar power systems life span. Through this process we tailor our system designs to maximize the financial benefits and returns for each customer. Our strategy is to develop and deliver systems that can provide the client with the greatest benefits. We then focus on 100% customer satisfaction by consistently matching customer expectations with our performance, and the delivery of our systems.
The key elements of our approach include:
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Lead Generation
. We market our services utilizing efforts that include wide area advertising in regional newspapers, door-to-door canvasing, list generation and target marketing, and customer referrals. Our sales development efforts work with prospective customers from initial interest through tailored proposals and, ultimately, signed contracts. We plan to grow our sales efforts and team while continually reviewing market trends, and the adoption of new approaches to engage more customers.
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Detailed Investment Analysis
. We use information related to our customer’s energy usage, costs, planned operations, and tax basis to determine optimal solar system and investment sizing. We combine this data and provide customers with 25 year investment projections that detail capital recovery expectations, system performance and energy savings, tax and operating benefits, and property re-sale value improvement estimates.
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Financing
. We have established relationships with lenders and have been approved to offer their finance options to prospective customers. Through our lender association network we offer customers financing options that include commercial equipment loans, lease options, power purchase agreements (PPA’s), PACE & HERO financing through property tax assessment, and we offer clients the option to apply utility incentives towards system purchase buy-downs thereby reducing up front out of pocket expenditures or the amount of capital financed.
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Design & Engineering
. To ensure accuracy we perform our site surveys directly and do not rely on third party services. We then finalize designs that will match proposed financial results, and work with a highly skilled team of qualified engineers with extensive commercial solar experience to ensure compliance with all codes, and best practices for the solar system operation.
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Installation
. We make the installation process simple for our customers. Once we complete the design and engineering of a solar energy system, we obtain all necessary building permits. Then, as the general contractor and construction manager, we provide all materials and components and use highly qualified licensed specialty contractors with extensive commercial and solar experience to provide on-site assembly of solar systems, utility interconnections, and roofing or structural work. We manage and ensure local building department approvals, and arrange for interconnection to the power grid with the utility.
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Monitoring, Maintenance, and Service
. We provide our customers with real-time facility wide monitoring of both solar energy generation and facility wide energy consumption. In addition to providing clients with a better understanding of their energy usage, and the opportunity to modify their usage to realize savings, these monitoring systems allow us to confirm the continuing proper operation of installed solar energy systems. We also service what we sell and provide customers with a single source for all system maintenance or warranty coordination and service.
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RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2016 COMPARED TO THREE MONTHS ENDED JUNE 30, 2015.
Revenue and Cost of Sale
s:
The Company generated revenues in the three months ended June 30, 2016 and 2015 of $52,813 and $320,038 respectively. The decrease in revenue during the three months ended June 30, 2016 was primarily due to projects in the planning stage not having reached 10% completion required to recognize revenues under the Company's revenue recognition policy, and the use of sales resources to develop a cross marketing affiliate sales program and in the development of marketing efforts for the sale of our newly launched solar carport and canopy offerings. The costs of goods sold for the three months ended June 30, 2016 and 2015 was $37,182 and $241,676, respectively. The Company to date has had minimal revenue and cost of sales. Management expects to continue to generate revenues, and is working to increase sales as it matures the scope of the Company's capabilities and brand awareness.
Selling, General and Administrative Expenses:
Selling, General and Administrative (SG&A) expenses decreased by $2,732 during the three months ended June 30, 2016 to $122,282 as compared to $125,014 for the three months ended June 30, 2015. The decrease in SG&A expenses was related primarily due to the Company experiencing a reduction to the administrative costs associated with the delivery of sold projects. Management anticipates SG&A expenses may increase in future periods as the Company continues to expand its marketing, sales, and service efforts.
Other Income/(Expenses):
Other income and (expenses) increased by $(117,585) to $(133,693) for the three months ended June 30, 2016, compared to $(16,108) for the three months ended June 30, 2015. The decrease was the result of a decrease in interest expense of $33,797, which included a decrease in non-cash amortization of debt discount in the amount of $33,650, a decrease in non-cash gain on conversion of debt and change of fair value of the derivative instruments of $151,383.
Net Income (Loss):
For the three months ended June 30, 2016, our net loss was $(240,401) as compared to a net loss of $(64,147) for the three months ended June 30, 2015. This increase in net loss primarily stems from the increase in other income (expenses) associated with the derivative instruments, and an overall decrease in operating expenses, with a decrease in gross profit due to an decrease in revenue. While management is working to increase sales and revenues as it matures the scope of the Company's capabilities and brand awareness for its commercial and residential solar PV systems, the Company anticipates the trend of losses may continue in future periods until the Company can recognize sales of significance of which there is no assurance.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JUNE 30, 2016 COMPARED TO NINE MONTHS ENDED JUNE 30, 2015.
Revenue and Cost of Sale
s:
The Company generated revenues in the nine months ended June 30, 2016 and 2015 of $628,761 and $937,795 respectively. The decrease in revenue during the nine months ended June 30, 2016 primarily due to projects in the planning stage not having reached 10% completion required to recognize revenues under the Company's revenue recognition policy, and the use of sales resources to develop a cross marketing affiliate sales program and in the development of marketing efforts for the sale of our newly launched solar carport and canopy offerings. The costs of goods sold for the nine months ended June 30, 2016 and 2015 was $400,877 and $756,398, respectively. The Company to date has had minimal revenue and cost of sales. Management expects to continue to generate revenues, and is working to increase sales as it matures the scope of the Company's capabilities and brand awareness.
Selling, General and Administrative Expenses:
Selling, General and Administrative (SG&A) expenses decreased by $14,915 during the nine months ended June 30, 2016 to $374,044 as compared to $388,959 for the nine months ended June 30, 2015. The decrease in SG&A expenses was related primarily due to the Company experiencing a reduction to the administrative costs associated with the delivery of sold projects. Management anticipates that SG&A expenses may increase in future periods as the Company continues to expand its marketing, sales, and service efforts.
Other Income/(Expenses):
Other income and (expenses) decreased by $(723,115) to $36,398 for the nine months ended June 30, 2016, compared to $(686,717) for the nine months ended June 30, 2016. The decrease was the result of a decrease in interest expense of $88,593, which included a decrease in non-cash amortization of debt discount in the amount of $82,462, a decrease in loss on commitment fees of $22,080, a decrease in gain on forgiveness of debt of $58,273, and a decrease in penalties of $250, with an increase in non-cash gain on conversion of debt and change of fair value of the derivative instruments of $658,216, and an increase in gain on sale of asset of $12,249.
Net Income (Loss):
For the nine months ended June 30, 2016, our net loss was $(111,360) as compared to a net loss of $(897,909) for the nine months ended June 30, 2015. This decrease in net loss primarily stems from the decrease in other income (expenses) associated with the derivative instruments, and an overall decrease in operating expenses, with an increase in gross profit due to an decrease in cost of sales. While management is working to increase sales and revenues as it matures the scope of the Company’s capabilities and brand awareness for its commercial solar PV systems, the Company anticipates the trend of losses may continue in future periods until the Company can recognize sales of significance of which there is no assurance.
Liquidity and Capital Resources
We had a working capital deficit at June 30, 2016 of $767,782, as compared to a working capital deficit of $884,516 as of September 30, 2015. The decrease of $116,733 in working capital deficit was the result of a decrease in cash, cost in excess of billing, accrued expenses, deferred income, and derivative liability, with an increase in accounts receivable, prepaid expenses, accounts payable and other payable, an increase in billing in excess of cost, notes payable and convertible notes.
Cash flow used by operating activities was $(145,301) for the nine months ended June 30, 2016, as compared to cash flow used by operating activities of $(233,943) for the nine months ended June 30, 2015. The decrease in cash flow used by operating activities was due to a decrease in net loss primarily due to the decrease in selling, general and administrative expenses.
Cash flow provided by investing activities for the nine months ended June 30, 2016 and 2015 were $15,374 and $0, respectively. The net change in investing activities was primarily due to proceeds received of $16,000 from the sale of certain assets in the current period, with an offset of the purchase of fixed assets.
Cash provided by financing activities for the nine months ended June 30, 2016 was $85,000, as compared to $216,000 for the nine months ended June 30, 2015. Our capital needs have primarily been met from the proceeds of private placements, convertible notes, and initial revenues resulting from our change in business operations focused on the sale, design, and installation of Solar Photovoltaic (PV) Systems for commercial and industrial real-estate in in the period.
Our financial statements as of June 30, 2016 have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm has issued their report dated January 8, 2016, that included an explanatory paragraph expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. We are in the early stages of executing our plans to grow our business through the sale, design, installation, and servicing of commercial and residential solar power systems and, to date, we have not generated revenues sufficient to wholly fund operations. Our ability to continue as a going concern ultimately is dependent on our ability to generate revenues. However, these operational plans may continue to be dependent upon our ability to obtain additional equity or debt financing as we work to achieve profitable operations of which there is no assurance. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
For the nine months ended June 30, 2016, the Company's capital needs have been met from the use of working capital provided by the proceeds of (i) the Company’s working capital and (ii) the sale of debt proceeds totaling $130,000, and (iii) revenues in the amount of $628,701.
Short Term
On a short-term basis, while our revenues have begun to develop under our new plan of operations we do not generate revenues sufficient to cover operations at this time. Based on prior history, we may continue to have insufficient revenue to satisfy current and recurring expenses and liabilities. For short term needs we may continue to be dependent on receipt, if any, of offering proceeds and the growth of our revenue.
Capital Resources
We have only common and preferred stock as our capital resources. We have no material commitments for capital expenditures within the next year, however as we work to market and make sales of our commercial solar PV system services, substantial capital may be needed to expand and pay for these activities.
Need for Additional Financing
We do not have capital sufficient to meet our cash needs. We will have to seek loans or equity placements to cover such cash needs. No commitments to provide additional funds have been made by our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to us to allow it to cover our expenses as they may be incurred.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, result of operations, liquidity or capital expenditures.