UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Table of Contents
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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
US LIGHTING GROUP, INC. AND SUBSIDIARIES |
| CONSOLIDATED BALANCE SHEETS |
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Inventory | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Accrued payroll to former officer | ||||||||
| Deferred revenue | ||||||||
| Loan payable, current | ||||||||
| Loans payable, related party | ||||||||
| Total Current Liabilities | ||||||||
| Loans payable, net of current portion | ||||||||
| Loans payable, related party | ||||||||
| Total Liabilities | ||||||||
| Shareholders’ Equity: | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| Total Liabilities and Shareholders’ Equity (Deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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| US LIGHTING GROUP, INC. AND SUBSIDIARIES |
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) |
| For the Three Months ended | For the Six Months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income (expense): | ||||||||||||||||
| Interest Income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (loss) before tax provision | ( | ) | ( | ) | ( | ) | ||||||||||
| Tax Provision | ( | ) | ||||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Basic income (loss) per share | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Diluted income (loss) per share | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average common shares outstanding, basic | ||||||||||||||||
| Weighted average common shares outstanding, diluted | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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US LIGHTING GROUP, INC. AND SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) |
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (Unaudited) |
| Additional | Total | |||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-In | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net Income (Loss) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net Income (Loss) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Sale of Common Stock | ||||||||||||||||||||||||||||
| Net Income (Loss) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Sale of Common Stock | ||||||||||||||||||||||||||||
| Net Income (Loss) | ||||||||||||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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US LIGHTING GROUP, INC. AND SUBSIDIARIES |
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) |
| For the Six Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Stock issued for services & compensation | ||||||||
| Changes in Assets and Liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Deferred revenue | ||||||||
| Accrued interest on loans | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash (used in) provided by investing activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from sale of common stock | ||||||||
| Proceeds from loans payable | ||||||||
| Proceeds from notes payable, related party | ||||||||
| Payment of loans payable | ( | ) | ( | ) | ||||
| Payments on notes payable related party | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash beginning of period | ||||||||
| Cash end of period | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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US LIGHTING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024
NOTE 1 – ORGANIZATION
US Lighting Group, Inc. (the “Company”) is a parent company comprised of four subsidiaries — Cortes Campers, LLC, a brand of high-end molded fiberglass campers, Futuro Houses, LLC, which is focused on design and sales of molded fiberglass homes, Fusion X Marine, LLC, a high-performance boat designer, Fusion X Automotive, LLC, manufacturing automotive aftermarket composite products, and MIG Marine Corporation, a composite manufacturing company that produces proprietary molded fiberglass products for our other business lines.
On January 11, 2021, we formed Cortes Campers to operate our new brand of innovative travel trailers. During the second part of 2021, we invested heavily in research and development as well as production planning for the 17-foot camper and began selling campers in early 2022.
The Company created a new wholly owned subsidiary called Fusion X Marine, LLC on April 12, 2021, domiciled in Wyoming, to sell boats and other related products to the recreational marine market. The subsidiary began production in the fourth quarter of 2023 and made its first deliveries in the first quarter of 2024.
On January 12, 2022, we formed Futuro Houses, LLC, a Wyoming company, to design, market and distribute molded fiberglass homes. Throughout 2022, Futuro Houses engaged in engineering and development of our first “UFO” themed home model inspired by the original Futuro house designed by Finnish architect Matti Suuronen.
On August 5, 2022, we acquired MIG Marine Corporation, a fiberglass manufacturing company founded in 2003. With the acquisition of Mig Marine, we were able to streamline our manufacturing processes, improve production cycles and scale to meet the demand of Cortes Campers generated order back-log.
On October 6, 2023, we formed Fusion X Automotive, LLC to design, manufacture and distribute automotive aftermarket composite products, such as automotive body parts and light versions of sough-after vehicle replacement components. The subsidiary was in the design and R&D stage for most of the first half of the year before transitioning to production in late second quarter of 2024. The subsidiary is expected to make its first deliveries in the third quarter of 2024.
We plan to expand our manufacturing footprint, enhance production techniques, and develop more products in the RV, marine, and composite housing sectors. Current R&D efforts are directed towards future tow-behind camper models under the Cortes Campers brand as well as prefabricated housing segment.
As of June 30, 2024, our revenue was driven by shipments of fiberglass campers marketed under Cortes Campers.
The Company is a Florida corporation founded in 2003. We are headquartered in Euclid, Ohio.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
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Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.
Concentrations of Credit Risk
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk in cash.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. As of June 30, 2024 and December 31, 2023, we had no cash equivalents.
Basis of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Cortes Campers, LLC, Fusion X Marine, LLC, Futuro Houses, LLC, Fusion X Automotive, LLC, and Mig Marine Corp. All intercompany transactions and balances have been eliminated in consolidation.
Basic and Diluted Earnings Per Share
Basic earnings per share are computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing the net income applicable to common shareholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period.
As of June 30, 2024, and December 31, 2023, respectively, there are no shares of common stock issuable under convertible note agreements.
Revenue Recognition
Revenue is recognized as performance obligations under the terms of contracts with customers are satisfied.
Unit Sales
The Company’s primary source of revenue is generated through the sale of molded fiberglass campers and homes (units). Unit sales are recognized at a point- in-time when the performance obligation is satisfied and control of the promised goods or services is transferred to the customer, which generally occurs when the unit is shipped to or picked-up from our facility by the customer. Control refers to the ability of the customer to direct the use of, and obtain substantially all of, the remaining benefits from the goods or services. Unit payment terms include deposits payable prior to delivery or on terms of 60 days or less post-delivery.
Net sales include shipping and handling charges billed directly to customers. Any shipping and handling costs that occur after the transfer of control are treated as fulfillment cost that are accrued when control is transferred. We also have made an accounting policy election to exclude from revenue sales and usage-based taxes collected.
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Warranty obligations associated with the sale of a unit are assurance-type warranties that are a guarantee of the unit’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract.
Dealer Arrangement Fees
Beginning in 2023, the Company began to enter into certain arrangements with dealers providing exclusive selling rights for geographic territories. The arrangements typically include provisions that in exchange for the territory rights, dealers pay an initial up-front one-time only fee. Subject to meeting minimum unit sale levels on an annual basis, the arrangement automatically renews for an additional year with no additional fee.
The intellectual property subject to the exclusive territory rights is symbolic intellectual property as it does not have significant standalone functionality, and substantially all of the utility is derived from its association with the Company’s past or ongoing activities. The dealer arrangements are highly interrelated with the Company’s performance obligations to produce future units, further develop the brand and provide training and support to dealers and as such are considered to represent a single performance obligation.
The Company recognizes dealer territory fees over the expected term of the arrangement which includes estimated annual renewal periods. Changes in the estimate of renewal periods are accounted for prospectively from the period of the change in estimate by adjusting the remaining unrecognized revenue over the remaining estimated term. As these fees are typically received in cash at or near the execution of the arrangement, the cash received is initially recorded as a contract liability in deferred revenue until recognized as revenue over time.
NOTE 3 – LIQUIDITY
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
During the six months ended June 30, 2024, the Company recognized a
net loss of $
Management plans to generate increasing revenues and as needed raise additional capital or borrow additional funds in order to provide liquidity and fund increasing levels of working capital to continue operations as a going concern. However, there is no assurance the Company will be successful in accomplishing its plans. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 4 – PROPERTY AND EQUIPMENT
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Building and improvements | $ | $ | ||||||
| Land | ||||||||
| Vehicles | ||||||||
| Office equipment | ||||||||
| Production molds and fixtures | ||||||||
| Tooling and fixtures | ||||||||
| Other equipment | ||||||||
| Furniture and fixtures | ||||||||
| Total property and equipment cost | ||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
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NOTE 5 – ACCRUED PAYROLL TO OFFICER
Beginning in January 2018, the Company’s former CEO voluntarily
elected to defer payment of his employment compensation. The balance of the compensation owed to the Company’s former CEO was $
NOTE 6 – LOANS PAYABLE TO RELATED PARTIES
| 2024 | 2023 | |||||||
| On August 5, 2022, the Company acquired Mig Marine from Paul Spivak, for a delayed cash deposit payment of $ | $ | $ | ||||||
| Loans payable to Paul Spivak issued at various dates in 2023 and 2024. The loans are at zero percent interest and are payable on demand. | ||||||||
| Loans payable to Anthony R. Corpora issued in October and December 2022 and July and August 2023. $ | ||||||||
| Loan payable to Olga Smirnova, Director of the Company, who on April 18, 2023 executed a $ | ||||||||
| Loans payable to Michael A. Coates, the Company’s CFO, issued at various dates in 2023. The notes are payable over periods of 60 to 84 months with interest rates ranging from | ||||||||
| Total loans payable to related parties | ||||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Loans payable to related parties - long-term | $ | $ | ||||||
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NOTE 7 – LOANS PAYABLE
| 2024 | 2023 | |||||||
| On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $ | $ | $ | ||||||
| The Company purchases vehicles for employees and research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. There were two vehicle loans outstanding at December 31, 2023, with original loan periods of | ||||||||
| On November 7, 2022, the Company entered into a $ | ||||||||
| On May 26, 2023, the Company entered into a $ | ||||||||
| On November 2, 2023, the Company entered into a $ | ||||||||
| Total loans payable | ||||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Loans payable, long term | $ | $ | ||||||
NOTE 8 – SHAREHOLDERS’ EQUITY
Common Shares Issued for Cash
No stock was issued during the six months ended June 2024. For the
six months ended June 2023, the Company received proceeds of $
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NOTE 9 – INCOME TAXES
At December 31, 2023, the Company had available Federal and state net
operating loss carryforwards to reduce future taxable income. The federal amount available is approximately $
NOTE 10 – LEGAL PROCEEDINGS
There were no reportable legal proceedings initiated, or material developments in previously reported legal proceedings for the six months ended 2024.
NOTE 11 – SUBSEQUENT EVENTS
Subsequent to the time period of the financial statements, the Company
failed to make the June payment to 1800 Diagonal Lending, LLC. As a result, the company was in default and 1800 Diagonal converted $
Subsequent to the time period of the financial statements, the Company
failed to make the June payment to Anthony Corpora for the personal loan he obtained from Pinnacle Bank from which he made funds available
to the Company. As a result, the company is in default to Mr. Corpora. The current balance with accrued interest is $
Subsequent to the time period of the financial statements, the Company
failed to make the June payment to Anthony Corpora for the personal loan he obtained from SoFi Bank from which he made funds available
to the Company. As a result, the company is in default to Mr. Corpora. The current balance with accrued interest is $
10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This quarterly report contains statements that are forward-looking within the meaning of Section 21E of the Exchange Act. Forward-looking statements are statements other than historical facts, including, without limitation, statements that are identified by words like “may,” “could,” “would,” “should,” “will,” “believe,” “expect,” “anticipate,” “plan,” “predict,” “estimate,” “target,” “project,” “intend,” or similar expressions. These statements include, among others, statements regarding our current expectations, estimates and projections about future events and financial trends affecting the financial condition and operations of our business. These statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. You should not rely solely on these forward-looking statements and should consider all uncertainties and risks throughout this document. Forward-looking statements are only predictions and not guarantees of performance and speak only as of the date they are made. We do not undertake to update any forward-looking statement in light of new information or future events.
Although we believe that the expectations, estimates and projections reflected in the forward-looking statements in this report are based on reasonable assumptions when they were made, we cannot assure you that these expectations, estimates and projections will be achieved. We believe the forward-looking statements in this report are reasonable; however, you should not place undue reliance on any forward-looking statement, as they are based on current expectations. Future events and actual results may differ materially from those discussed in the forward-looking statements. Some of the factors that could cause actual results to differ materially from our expectations are discussed Item 1A. Risk Factors beginning on page seven of our Annual Report on Form 10-K for the year ended December 31, 2023.
Overview
In this quarterly report we refer to US Lighting Group, Inc. and its subsidiaries as USLG, the company, we and our, unless the context requires otherwise.
We are an innovative composite manufacturer utilizing advanced fiberglass technologies in growth sectors such as high-end recreational vehicles (RVs), prefabricated off-grid houses, and high-performance powerboats. We derive expertise and inspiration from the marine industry, where the harshest conditions are expected and met with superior engineering and the latest in composite technology. Molded fiberglass products are exceptionally strong, lightweight and durable. Composite materials are also corrosion resistant and provide efficient insulation, making them attractive for both outdoor enthusiasts and residential housing needs. Molded construction allows for the creation of irregular, unusual or circular objects, which permits the innovative shapes and features of our products. In 2023 and 2024, our revenue was driven by shipments of fiberglass campers marketed under Cortes Campers brand.
Cortes Campers, LLC designs and manufactures high-end molded fiberglass RV travel trailers and campers designed for comfort, style and durability. We utilize superior quality materials and fiberglass construction resulting in significantly stronger, more durable and lighter weight products. Cortes Campers’ first product is the Cortes 17, a 17-foot-long single axle tow-behind molded fiberglass camper. In the second quarter of 2023, we introduced a new floorplan, Cortes 16, which has expanded sleeping capacity with a king size bed. During the second quarter of 2024, we introduced two new models featuring a fully integrated molded composite frame, the Cortes 18 and a family-oriented Cortes 22-foot travel trailer that can be configured for four to five passengers. We are currently taking orders for the Cortes 18 and 22. We expect to launch the Cortes 27-foot travel trailer with a unique aerodynamic design during the fourth quarter of 2024.
Cortes Campers has established a network of professional RV dealerships to market and distribute its products. As of June 30, 2024, Cortes Campers are available through 35 dealer locations in US and Canada.
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Recognizing that we could utilize many of the same technologies and manufacturing processes we have perfected for the Cortes Campers line of RVs to make small, prefabricated homes, we began exploring the market in early 2022. The international tiny-house movement has gained new relevance in the recent years as the quest for off-grid, rugged, prefabricated homes has entered the mainstream and was further fueled by the COVID-19 pandemic. We named our modular housing line Futuro Houses after the Futuro Pod, the iconic “UFO house” designed by Finnish architect Matti Suuronen, of which fewer than one hundred were built during the late 1960s and early 1970s. Our first home design is an update of the original Futuro utilizing modular construction and fiberglass for structural integrity and energy efficiency and designed to address modern residential requirements in a 600-square-foot living space. The Futuro can also serve as a commercial structure as it is currently available as a “shell kit” to be outfitted by consumers to meet their needs. We exhibited the Futuro house at the Cleveland Home & Remodeling Expo in March 2023, signed our first distributor in New York, and sold our first home in May 2023. Since launching Futuro Houses we have added two additional tiny house designs, the FH200 and FH300, ranging from more traditional to futuristic, and from 200 to 300 square feet.
In early 2021, we formed Fusion X Marine, LLC to design, manufacture and distribute high-performance speed boats utilizing advanced fiberglass composites. Our first boat model is the X-15, a miniature speed boat designed for rental sites and excursions, as well as to serve as an entry-level boat for first time buyers. We began producing the X-15 in the fourth quarter of 2023 and made our first deliveries in the first quarter of 2024. The similarly styled X-27 is a 27-foot fiberglass V-hull speedboat and is designed for speed and superior maneuverability. The tooling and molds for the X-27 are currently under development and the model is not yet available for pre-orders.
On October 6, 2023, we formed Fusion X Automotive, LLC to design, manufacture and distribute automotive aftermarket composite products, such as automotive body parts and light versions of sough-after vehicle replacement components. We have been in the design and R&D stage for this product line throughout the fourth quarter of 2023. Fusion X Automotive exhibited at the annual PRI convention in Indianapolis in December 2023, showcasing our upcoming products. We received our first Fusion X Automotive order in the second quarter of this year, and we expect this product line to contribute to our overall revenue in 2024.
We plan to expand our manufacturing footprint, enhance production techniques, and develop more products in the RV, marine and composite housing sectors. Our current R&D efforts are focused on future tow-behind camper models under Cortes Campers brand.
Our headquarters, manufacturing and research and development facilities are located at 1148 East 222nd Street, Euclid, Ohio, 44117. Our website is www.USLightingGroup.com.
Corporate Structure and History
US Lighting Group, Inc. is a holding company with five operating subsidiaries: Cortes Campers, LLC, high-end campers; Futuro Houses, LLC, molded fiberglass homes; Fusion X Marine, LLC, high-performance boats; Fusion X Automotive, LLC, automotive aftermarket composite products; and MIGMarine Corporation, composite manufacturing for our business lines.
The company was originally incorporated in the State of Florida on October 17, 2003, under the name Luxurious Travel Corp. Initially the company developed hotel booking software, but subsequently exited that business. On July 13, 2016, we acquired a company named US Lighting Group, Inc. (founded in 2013) and changed our corporate name to US Lighting Group, Inc. on August 9, 2016. At the time, the company designed and manufactured commercial LED lighting. Ultimately, we decided to exit the LED lighting market, which was being negatively impacted by inexpensive import products, and enter new business lines focused on recreational products manufactured from advanced composite materials.
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Financial Results
During 2023, the Towable RV industry saw a decrease in sales of 38.5% (RV Industry Association, RV Market Report December 2023). This industry-wide decrease led to fewer reorders from our dealer network in the first half of 2024, as our dealers work through their existing inventories, which negatively impacted our results. However, the industry has shown signs of a turnaround in 2024, with year-to-date sales up 19% in the Towable RV industry (RV Industry Association, RV Market Report June 2024). Our dealers retailed (sold) twenty-six campers in the first six months of the year compared to eleven for the same time period in 2023. We believe retail sales are a leading indicator for RV manufacturers, and new purchase orders from dealers placed in July for Cortes Campers increased, totaling approximately $440,000.
Results of Operations for the Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023
Sales
Net sales for the quarter ended June 30, 2024 were $74,895, compared to $1,311,833 in the second quarter of 2023, a decrease of $1,236,938. Net sales decreased primarily as a result of fewer campers sold in 2024 by Cortes Campers, reflecting the ongoing downturn in the industry overall as well as delays in introducing new Cortes models.
Cost of Goods Sold
Cost of goods sold for the quarter ended June 30, 2024 were $182,283, compared to $820,916 for the second quarter of 2023, as a result of higher sales in 2023.
Operating Expenses
Selling, general and administrative expenses were $294,016 for the quarter ended June 30, 2024, compared to $477,193 for the second quarter of 2023, as a result of lower sales in 2024.
Other Income/Expense
During the quarter ended June 30, 2024, we had total other expense of $22,049, compared to $9,269 for the second quarter of 2023, as a result of higher interest expense in 2024.
Net Loss
We had a net loss of $423,452 for the quarter ended June 30, 2024, compared to net income of $4,455 for the second quarter of 2023, primarily as a result of reduced sales.
Results of Operations for the Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023
Sales
Net sales for the six months ended June 30, 2024 were $365,437, compared to $2,337,570 for the first six months of 2023, a decrease of $1,972,133. Net sales decreased primarily as a result of fewer campers sold in 2024 by Cortes Campers.
Cost of Goods Sold
Cost of goods sold for the six months ended June 30, 2024 were $522,014, compared to $1,522,235 for the first six months of 2023.
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Operating Expenses
Selling, general and administrative expenses were $649,726 for the six months ended June 30, 2024, compared to $949,542 for the first six months of 2023. Net operating expenses decreased primarily as a result of fewer campers sold in 2024 by Cortes Campers.
Other Income/Expense
During the six months ended June 30 2024, we had total other expense of $56,535, compared to $16,066 for the first six months of 2023, as a result of higher interest expense in 2024.
Net Loss
We had a net loss of $862,406 for the six months ended June 30, 2024, compared to a net loss of $150,273 for the first six months of 2023.
Liquidity and Capital Resources
Net cash used in operating activities for the six months ended June 30, 2024 was $151,845, compared to $155,769 for the first six months of 2023.
Net cash used in investing activities was $63,291 for the six months ended June 30, 2024, compared to $344,258 for the first six months of 2023.
Net cash provided by financing activities for the six months ended June 30, 2024 was $257,537, which included proceeds of $428,489 from related party loans. Total loan payments were $170,952. Net cash provided by financing activities for the first six months of 2023 was $386,526, which included proceeds of $173,125 from the sale of common stock, and $213,401 from proceeds of loans payable.
Critical Accounting Policies and Estimates
Please refer to our Annual Report on Form 10-K for the year ended December 31, 2023 for a full discussion of our critical accounting policies.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Because USLG is a “smaller reporting company” as defined by the Securities and Exchange Commission we are not required to provide additional market risk disclosure.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures, as defined under the Securities Exchange Act, are controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that this information is accumulated and communicated to management, including our principal executive and financial officer, to allow timely decisions regarding required disclosure.
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On May 31, 2024, Anthony R. Corpora stepped down as our chief executive officer. Currently we have not yet identified a new CEO and are in the process of conducting a search. Currently, our chief financial officer Michael A. Coates is also serving as the company’s interim principal executive officer.
Our management team, with the participation of Mr. Coates, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2024. Based upon this evaluation, Mr. Coates concluded that the company’s disclosure controls and procedures were not effective as of June 30, 2024.
Our controls were ineffective due to the size of the company and available resources. There are limited personnel to assist with the accounting and financial reporting function and upon the resignation of our former CEO, our CFO now also serves as our Principal Executive Officer, which results in: (i) a lack of segregation of duties and (ii) controls that may not be adequately designed or operating effectively. Despite the existence of material weaknesses, we believe that the financial information presented in this report is materially correct and fairly presents the financial position and operating results of the company for the three and six months ended June 30, 2024 and 2023
Changes in Internal Control Over Financial Reporting
Our senior management team is responsible for establishing and maintaining adequate internal control over financial reporting, defined under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and CFO, and effected by our board, senior management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. We continue to review our internal control over financial reporting and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
With the exception of the lack of segregation of duties matter disclosed above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by the Securities Exchange Act that occurred during our second quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
As previously reported, an indictment was filed on September 16, 2021 and unsealed on October 8, 2021 against Paul Spivak, our former chief executive officer and a major shareholder of the company, Mr. Spivak’s wife, Olga Smirnova, our vice president of finance and administration and a member of our board of directors, and others, alleging fraudulent sales of stock of USLG by Mr. Spivak and others (United States of America v. P. Spivak, O. Smirnova, et al., Case No. L21CR491, United States District Court for the Northern District of Ohio, Eastern Division). The events outlined in the indictment allegedly occurred between June 2016 and June 2021. The alleged acts include issuing favorable press releases to artificially inflate the price of USLG’s stock, selling shares that benefited Mr. Spivak and others while the price was artificially inflated, and paying illegal commissions to unlicensed brokers to sell USLG’s shares. On June 29, 2023, a second superseding indictment was filed in the case naming additional defendants not affiliated with USLG and making additional allegations against Mr. Spivak, including engaging in a conspiracy to obstruct justice and making false declarations before the court. We have been advised that the trial began on August 19, 2024 and is currently ongoing.
USLG was not named in the indictment and is not involved in these legal proceedings.
There were no other reportable material legal proceedings initiated, or material events in previously reported legal proceedings, during the second quarter. However, on occasion USLG and our subsidiaries are subject to other routine litigation incidental to our business. The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the company, our financial condition and operating results could be materially adversely affected.
Item 1A. Risk Factors.
Please refer to the risk factors listed under Item 1A. Risk Factors beginning on page seven of our Annual Report on Form 10-K for the year ended December 31, 2023 for information relating to certain risk factors applicable to USLG. In addition, please see the disclosure in this Form 10-Q under Item 3. Defaults Upon Senior Securities below.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
We did not issue any unregistered shares of our common stock or other equity securities during the quarter ended June 30, 2024.
Item 3. Defaults Upon Senior Securities.
1800 Diagonal
On November 2, 2023, USLG issued a promissory note to 1800 Diagonal Lending LLC (“1800 Diagonal”) in the original principal amount of $120,750 in connection with a loan. The note provided for monthly payments of principal and interest of $15,027. 1800 Diagonal subsequently agreed to reduced payments to $7,500 a month. However, we failed to make the June payment and on July 2, 2024, 1800 Diagonal elected to convert $10,000 of the amount we owe on the note into shares of our common stock. 1800 Diagonal called a default under the note due to our failure to make the June payment and applied penalties to the amount outstanding and demanded payment in full. After the application of the penalties and conversion of $10,000, 1800 Diagonal claims that there is $68,910 outstanding principal under the note.
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Upon an event of default, 1800 Diagonal may convert amounts outstanding under the note into shares of our stock at a conversion price equal to 61% of the lowest trading price of the stock during the ten trading days before the conversion date. The July 2, 2024 conversion price was $0.00976 per share and 1800 Diagonal received 1,024,590 shares upon conversion of the $10,000 note balance. We do not have available cash to pay the accelerated note balance and expect that 1800 Diagonal may convert additional amounts under the note into shares of our common stock and sell those shares in the public market, which may have a negative effect on the trading price of the company’s stock.
Anthony Corpora
To help address our growth capital needs in the spring of 2023, Anthony R. Corpora, our former chief executive officer, generously volunteered to take out personal loans and make those funds available to the company. On May 24, 2023, Mr. Corpora obtained a personal loan in the original principal amount of $97,920 from Pinnacle Bank and provided these funds to us to support the company’s operations. Mr. Corpora executed an unsecured promissory note payable to Pinnacle Bank evidencing the loan in the original principal amount of $97,920, bearing annual interest of 14.49%, and with 84 monthly payments of $1,861.63 commencing on June 25, 2023 with the final payment on May 25, 2030. On July 17, 2023, we entered into an unsecured “pass-through” promissory note with Mr. Corpora that provides for repayment to him on the same terms as his note with Pinnacle Bank, without markup or profit. We failed to make the June payment to Mr. Corpora, and on July 1, 2024, he provided us with a notice of default and demanded payment in full of the $89,245 principal and interest remaining outstanding under his note.
On August 17, 2023, Mr. Corpora obtained an additional personal loan in the original principal amount of $89,000 from SoFi Bank, N.A. and provided these funds to USLG to support the company’s operations. On August 17, 2023, Mr. Corpora executed a loan agreement with SoFi Bank evidencing the loan, bearing annual interest of 18.36%, and with 48 monthly payments of $2,631.53 commencing on September 17, 2023 with the final payment on August 17, 2027. On September 29, 2023, we entered into an unsecured “pass-through” promissory note with Mr. Corpora that provides for repayment to him on the same terms as his note with SoFi Bank, without markup or profit. We failed to make the July payment to Mr. Corpora, and on July 19, 2024, he provided us with a notice of default and demanded payment in full of the $75,265 principal and interest remaining outstanding under his note.
We do not have available cash to pay the accelerated note balances due Mr. Corpora, but we expect to make monthly payments on the notes with cash from operations during the third quarter.
Item 4. Mine Safety Disclosures.
We are not engaged in mining operations.
Item 5.
We have disclosed on Form 8-K all reportable events that occurred in the quarter ended June 30, 2024.
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Item 6. Exhibits.
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Exhibit Number |
Description of Exhibit | |
| 31.1 | Certification of the principal executive and principal financial officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certifications of the chief executive officer and chief financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, US Lighting Group, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
US Lighting Group, Inc. | |
| August 28, 2024 | /s/ Michael A. Coates | |
|
By Michael A. Coates, Chief Financial Officer (Principal Financial and Accounting Officer and Interim Principal Executive Officer) |
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