Unusual Machines - Q2 2024

Executive Summary

• First full quarter as a public company with $1.41M in revenue and 28% gross margin; net loss was $1.61M ($0.16/sh). YoY revenue grew from zero (pre-acquisition), while Q1-to-Q2 revenue increased to $1.41M from ~$0.62M implied by YTD figures.
• Retail (B2C) drove results; management says they are “ahead of pace” to reach ≥$5M 2024 retail revenue. Enterprise momentum building: Brave 7 flight controller approved on DIU’s Blue UAS Framework; management expects defense component sales to contribute in 2H24 (Q3/Q4), potentially with contracts before the U.S. gov’t FY-end (9/30). These are prospective catalysts.
• Cash fell from $3.2M on 3/31 to $2.2M on 6/30 driven by one-time IPO/acquisition costs, inventory build, and baseline operations. OpEx run-rate revised to ~$450k/quarter (from $400k) and interest at ~$80k/quarter; inventory reduction from $2.7M (inventory + prepaid) to ≤$2.0M targeted over nine months to cut burn.
• No Q2 earnings call transcript available; 8‑K shareholder letter and 10‑Q provided disclosures. S&P Global consensus estimates were unavailable at the time of analysis; therefore no quantified beat/miss vs Street is shown.

What Went Well and What Went Wrong

What Went Well

• B2C retail momentum and margin delivery: $1.41M Q2 revenue with 28% gross margin; YTD gross margin 29%. Management says they’re ahead of pace for ≥$5M 2024 retail revenue.
• Defense/enterprise traction: Began selling NDAA-compliant components; Brave 7 got DIU approval for Blue UAS Framework. Management expects potential government contracts before 9/30 and revenue contribution in Q3/Q4 2024.
• Liquidity and working capital: $2.22M cash at 6/30 and net working capital of ~$4.19M; management highlights inventory optimization plan to reduce cash burn over next nine months.

What Went Wrong

• Losses widened on public company and integration costs: Q2 operating loss $(1.57)M and net loss $(1.61)M vs $(0.44)M net loss in Q2’23; stock comp, IPO/legal, transition and integration costs cited as drivers.
• Internal controls: Management concluded disclosure controls were not effective due to a material weakness (segregation of duties and control design deficiencies); remediation underway (consultants, staff hires, ERP implementation).
• Leverage and financing overhang: Promissory note increased to $4.0M at 8% after working capital adjustment; maturity Nov 30, 2025. Company may need to raise/refinance/extend or convert (on default) to address the note at maturity.

Transcript

Operator (participant)

Hello, good afternoon, everyone, and welcome to Unusual Machines' second quarter 2024 earnings conference call and webcast. With us today are Unusual Machines CEO, Allan Evans, and CFO, Brian Hoff. Following today's remarks, a Q&A session will be conducted. As a reminder, this call is being recorded and a replay will be available on Unusual Machines' website. Now, let me hand the call over to CEO, Allan Evans. Please go ahead, Allan.

Allan Evans (Chairman & CEO)

Hey, everybody, I'm Allan. I just wanna say good afternoon. Thank you very much for joining this Unusual Machines second quarter earnings call. I'm the CEO, Allan Evans. I'll be joined by our CFO, Brian Hoff. Before we begin, our lawyers have asked me to read a safe harbor statement. Please note that the company's remarks made during this call, including answers to questions, have forward-looking statements, which are subject to various risks and uncertainties.

These statements include: our expected revenue and gross margin for the retail market for the year 2024, our expectation of entering into contracts for the Brave 7 flight controller from the US government prior to its fiscal year end on September 30th, and selling drone components to the US government, our ability to manage our cash burn and improve margins, our liquidity, our near-term growth to come from our Made in the USA component business, and our ability to secure research and development contracts that will help us offset our costs in making NDAA-compliant FPV components.

Actual results may differ materially from the results predicted, and the reporting results should not be considered as an indication of future performance. A discussion of risks and uncertainties related to Unusual Machines' business is contained in its filings with the SEC, including the prospectus filed with the Securities and Exchange Commission on April 19th, 2024. Additionally, we are dependent on third parties and in getting on the Blue UAS Framework list for our drones and drone components in a timely manner, and also receiving subsequent orders for our made in the United States drones and drone parts.

Unusual Machines disclaims any obligation to update any forward-looking statements as a result of future developments. Whew! All right. So we have some prepared remarks that we wanna share to provide clarity on our second quarter. As usual, I apologize, I'm gonna come off a little bit robotic because I'm trying to read this, so I don't miss anything. After our comments, both Brian and I will be very happy to answer any and all questions you have in an open Q&A session. Also, this is our first time doing this via Zoom, so we'll provide some instructions and look for feedback on the experience when all is said and done.

To begin, I really want to just recognize all of the hard work that the entire Unusual Machines team has put in. It's a small team, and they're really everybody's just pulling in the same direction. It's great to be here, and I really appreciate everything you're all doing. So as a reminder, it feels like a long time, but this is only our second earnings report as a public company. It's also only the first full quarter of operations for us since being public. So for me, and, and where I want people to take context of this, is that in a transition like this, we don't wanna overlook the consumer business.

It's, it's very easy to make that mistake and sort of lose focus on the operations. So in doing that, we still maintain our three primary priorities: cash flow, operations, and then growth. Priority one for us is cash flow, and probably for most of you listening on this call. We started the quarter with $3.2 million in the bank. We finished the quarter with $2.2 million in the bank, which honestly can seem scary if it's not more accurately understood. So I wanna break down some of the additional costs that we had associated with the IPO.

Yeah, we had an IPO, an acquisition, and transition costs as we closed all out of about another $300,000. We did slightly underestimate the cost of our normal operations last quarter when we estimated it at $400,000. After being able to pay a lot more attention and really break it down, we realized it's about $450,000 a quarter, so we're not that far off, but a little bit. We had interest expenses on the debt, which was approximately $50,000 to $60,000 in the second quarter. And then that leaves us with this unexpected overage of about $200,000, which was split between marketing IR and then an inventory increase.

So the inventory increase would be something I'd ask questions about. We chose to increase inventory to accommodate the timelines of some of our government customers. So a government customer came to us and said, "Hey, look, you know, we're gonna give you this award, you know, pretty certain, it takes 2 to 3 months to get through the procurement cycle, but we, we really need delivery this date." So we, we placed a risk buy. You know, we- it's not binding from their end, but that inventory is actually being utilized right now, and through the course of business, will be fully sold in the third quarter.

It's one of the things that we decided to do to have a very satisfied customer as we try to expand in the new business. So going forward, we do expect an increase in the marketing spend in this third quarter because this is the key procurement window for our government customers. So we think we're gonna have an approximate $200,000 excess spend for this marketing in this quarter. We'll have $80,000 in loan interest, and then we'll have the $450,000 to normal operations. That gets us to approximately $700,000 for the quarter.

As part of offsetting that cash spend, we do plan on more aggressively managing our inventory down over the next 12 months. We're currently at about $2.7 million in total inventory value, and we think it needs to be moved down to about $2 million....So the inventory management, along with our base costs and our, our cash spend plan, absolutely leave us with the expectation that through some management, even without any real positive catalyst, which we do expect, that we will be able to remain solvent for more than a year just as is, and that we'll be able to get through a second government procurement cycle next summer without needing to raise more money.

Our second priority is operations. For the quarter, we generated approximately $1.4 million in retail sales at the 28% gross margin. This is about a 14% increase over the first quarter of this year, if you look at it in, in its entirety, rather than just in our operating period. And it puts us ahead of our $5 million target for retail sales for the year 2024. It's pretty nice that this was done without the launch of a new flagship product or anything else to really drive sales, and it also was the most successful quarter for our flagship event, Rotor Riot Rampage, which has 300 attendees and is just a really great annual event we hold.

And then our third priority is growth, but I wanna delay discussions around that until Brian has a chance to really dive into the financial results. And before I hand it off to Brian, I really wanna say thanks, Brian, for the very long hours you put in to get this filing done, along with closing the acquisitions and redoing both the 2022 and 2023 audits. So if he seems a little tired, folks, it's he earned it. But with that, I wanna hand it off to Brian Hoff.

Brian Hoff (CFO)

Thank you, Allan, and appreciate everybody joining here. I would go on camera, but Zoom, this is, again, our test subject here for this one, is not allowing me to go on. So I will try one more time, but it's... doesn't appear that the camera is letting me turn on. So anyways, let me continue on with our financial results. So, as Allan mentioned, this was our first full quarter of operations with Fat Shark and Rotor Riot, and we're continuing to see both top line growth and those steady margins. We ended the three months ended June 30th, at $1.4 million in revenue, and then 28% gross margin, which puts us just over $2 million in revenue and 29% gross margin since the completion of the acquisitions of Fat Shark and Rotor Riot in mid-February.

And as we look deeper into the P&L, at SG&A costs or net loss over the first six months of the year, it's really helpful to understand what's part of our normal operations, and then we have all that kinda noise that seems to be happening with the non-recurring, one-time expenses related to our IPO, the transition, acquisitions, and then obviously there's the cost of just being a public company. Wanna at least point out kinda two buckets of kinda items in those operational costs. We've got about $900,000 sitting in non-recurring expenses that, again, relate to those acquisitions and transition expenses.

And then second, like most public companies, and you'll see, about a $426,000 in stock compensation, stock compensation expense. That's non-cash, just a part of, you know, having some equity-related items, but again, it is for GAAP purposes. We are continuing to be selective about where we incur expenses and how we spend cash. As Allan mentioned, we're lean, we're gonna continue to be lean, but we're also gonna invest in areas that are gonna drive growth, which Allan will go into shortly. And then as we kinda shift over to our balance sheet, you know, we ended the quarter with $2.2 million of cash, which Allan kinda gave the breakout of the additional context of where that money was spent.

And we do wanna highlight that we do have very healthy inventory levels at approximately $2.7 million, which does include prepaid inventory, and that's gonna help us put us in a position to continue the growth in both our retail operations, but also help facilitate any new initial enterprise orders. As we announced recently as well, in an 8-K, we finalized the working capital adjustment with Red Cat and agreed on the additional $2 million as a part of the purchase agreement for working capital. This $2 million was added to our existing, promissory note, which is also added to goodwill for a total of $4 million.

On our balance sheet, we also have our goodwill and unallocated purchase price related to the purchase accounting of those acquisitions. Currently, it sits around $19.6 million. We are gonna be continuing to finalize our, purchase accounting and, the allocation of that purchase price during this next quarter, now that that working capital adjustment's done. Last week, we did issue a 10-K/A filing, which related to reissuing our 10-K from earlier in the year, primarily from our prior auditors, SEC sanctions, which, unrelated to Unusual Machines, required us to re-audit the 2023 and 2022 financial results, and those have been filed.

Obviously today, we just filed our 10-Q, and we are looking to continue to maintain compliance with SEC regulations. From my perspective, from the financial perspective, the team, since we've completed the acquisitions, I mean, things have been continuing to progress really nicely. We haven't had any kind of fall-off from any of the noise that can come with acquisitions, the IPO, and we're excited with the progress we've made over the first two quarters of this year. and also to having our first product being received, the Blue UAS Framework Certification, and what lies ahead in Q3.

As I said, and Allan has said, cash management's gonna be one of our top priorities over the next few quarters, along with the growth factors, which Allan's gonna be going into here very shortly. I appreciate everybody joining, and I'll kick it back over to you, Allan.

Allan Evans (Chairman & CEO)

... Well, thanks, Brian. I think as discussed, and you can see here, there have also been several events since the end of the quarter that are probably worth mentioning. So as Brian noted, we finalized the transaction with Red Cat, and we agreed upon $2 million for the working capital adjustment. That is a reasonable agreement, as it was originally probably at about $2.4 million. And then rather than having to immediately pay the balance, we were able to work with them to amend our debt note from the $2 million that it was to $4 million, and also move the maturity date out till November 30th, 2025.

So that helps with sort of the immediate cash need. We then facilitated an exchange of their common stock for preferred stock, which reduced the total voting shares from approximately 10.4 million to 6.2 million. After that, Red Cat divested their entire position. This series of transactions is a win for Red Cat, a win for UMAC, and I think most importantly, a win for our shareholders. The only potential loser is me. The reduction in shareholder concentration makes it impossible for me to just go get three signatures to get shareholder events done.

So significant transactions will now require a lot more notice and approval from all of you, who we really appreciate as, as owners of the company. Anyway, that's kind of- that's a lot of what has happened, but not what is, is happening. And so I think I wanna talk a little bit about our, our priority three, which is growth. We very much believe that the value of the company is in what we will do, not necessarily in what we already have done, and I think many of you feel the same way. So I wanna preface these statements by saying that my comments around growth are generally forward-looking and are in no way assured.

And I also wanna say that we are absolutely trying to manage for reward rather than manage against risk. And in that way, we're, we're fairly aggressive in how we're trying to go after it. We anticipate the near-term growth, and when I say near term, I mean, could be next week, sort of quarter three, quarter four, to come from our Made in the USA component business that we are absolutely in the process of moving forward with right now. We are focusing to start on FPV, so First Person View components, where we are extremely well-positioned because of our long-standing brands, our internal expertise, and our price competitiveness.

We finalized the development of our USA-made flight controller, the Brave 7. It was just added to the Defense Innovation Unit's Blue UAS framework, which is an external certification from the US government, just last week. It's actually in production right now. We have great videos of it. And, the Blue framework is a list of not just NDAA-compliant parts, but ones that are approved by the US military without additional paperwork, and so it does really open up the procurement process. In a very short period of time, we're already starting to see market validation from the flight controller alone.

So remember, again, Blue UAS a week ago, but in addition to retail sales, we've had 20 customers already order multiple units of it for evaluation in their programs in anticipation of placing larger orders. This is a more positive market reaction than we initially expected. And then separately, as we suggested during the inventory discussion earlier, we did have a single enterprise partner order about $100,000 in drones and drone components that we're in the process of preparing and will be delivered this quarter. So in addition to just the drone components, which, you know, we're out there working on with the Brave 7, and then we have a roadmap for other components, we also see a lot of opportunity in doing complete FPV drone products.

As part of that, we've formalized the partnership with Red Cat Holdings and with the Red Cat Futures Consortium, where we are the primary supplier for the Fang drone that is part of their family of systems. There's, you know, with Replicator and a lot of the other programs, there are a lot of potential contracts and, customers that are interested, and we are definitely under consideration, in these, where we could be a very meaningful subcontractor. I think the third thing that is often overlooked is there are also. There's a, what's called RDT&E money, or research and development contracts, and these can help offset our costs in additional development and also just some of our operating costs as we try to build this out faster.

There is a bolus of funding for drones, and we're hoping to be able to capture some of it to accelerate developing a US-based supply chain for critical components for our size category of drones. So our corporate drive to build these parts is actually converging with DoD initiatives to quickly have this supply chain come into existence, really to help alleviate some national security concerns. So I would say for us, the next two months are very critical for contract awards because the US government fiscal year ends September 30th, and with the continuing resolution last year, a whole lot of the allocation is gonna occur between here and the end of September, with publication probably into early August.

We're in consideration for different size, different type contracts, mostly as a sub, and we'll have a much better understanding of how successful we were and what our B2B sales expectations are at the end of the third quarter. Right now, it would be a guess, and so we don't feel comfortable providing guidance. I think. So I think there are some other things here, and these are no longer really prepared marks, but this is my perspective. A lot of what we talk about or a lot of how we approach things doesn't seem enthusiastic.

You know, we try to be as candid as possible with our shareholders because we view you guys as all a part of what we're trying to do together. I've been part of a lot of different companies, a lot of different product launches. The early feedback we're getting here is as positive as anything I've seen previously in my career. I had a lot of failures, so it doesn't have those echoes yet, and I really think, you know, the opportunity is right now, and we have a chance to drive dramatic change. I also think we're just pretty much past the IPO and the acquisition, sort of, you know, if you throw a rock in the pond, the waves that come from it.

As of Monday of this week, the lock-ups expired, so there really isn't much more there, and I really appreciate the team and all the hard work sort of putting us on a path where we can go forward. And so in those ways, I am actually very, very excited about the opportunity that we're looking at, and I think we have a shot at what is a $20 billion industry. That's the size of the market for drone parts right now, and 90% of it comes out of China. So, you know, I think we're small, and we have just this really nice opportunity to go fast and hard and go after it. And so we are, and it.

The whole team's excited, and you can feel an energy that I find is uncommon, and it's awesome. Anyway, before I conclude my remarks, I do wanna say thank you again to the entire team. It's a small team. People are killing it. They're doing amazing work, and what we're doing would be impossible without their buy-in and hard work. So with that, we're gonna open it up to questions. I'm gonna let you know that we, we're doing a Zoom, so we got a couple different ways. I see we got a hand raised, so we can put you on audio.

There's also a Q&A box at the bottom of the Zoom, where if you type them in, we'll read them out, and we'll go through and answer them. And I think, Christine, do you mind going through and reading the questions for people? And we'll try to answer everything you guys put out there. So, we'll-

Christine Petraglia (Head of Investor Relations)

Sure.

Allan Evans (Chairman & CEO)

We'll take the ones in the Q&A box first, and then anybody who still has their hand raised after that, we'll go ahead and let you ask your question live.

Christine Petraglia (Head of Investor Relations)

Okay, great. Sure, Allan. The first question is from Michael, and he's asking: "Love Rotor Riot. It is perfect for enthusiasts. Andrew, Stacy, and Tyler have done an amazing job. However, with defense, other government agencies, and commercial interests increasing, is another site with an alternative layout planned?

Allan Evans (Chairman & CEO)

Oh, great question. Right now, we don't know what we're gonna do for alternative procurement. Everything we do is dual use, so we think it's extremely important that what we make, we make for people who go fly for fun, for our retail customers. And in doing that, we're honest about the price. And so it's great our government customers can go to the same site, and that we... We're not creating, trying to create artificial pricing in a marketplace. We really think dual use and reasonable pricing is very much our ethos.

Christine Petraglia (Head of Investor Relations)

Okay, our next question is, "Congratulations on getting your controller on the Blue UAS Framework. Is a motor next? What would your timeline be?

Allan Evans (Chairman & CEO)

This is, this is a wonderful question. I feel like I'm teed up. When you look at the Blue framework, there's a lot of really great drones in the ISR category, Teal, Skydio, you know, and the larger thermal camera, everything. There's not much in the FPV category. And then the US government has a requirement for critical components to be on the Blue list for drones or, or not from a country of origin. Those critical components are a flight controller, a camera, the control link or the C2 link, the video link. And so in FPV, where we have this advantage where other people aren't already on the list, we're focusing on developing those critical components because they're mandatory.

I think once we get through those critical components for FPV, we'll look at critical components for the broader market, in addition to components that aren't critical, like motors.

Christine Petraglia (Head of Investor Relations)

Okay.

Allan Evans (Chairman & CEO)

All right.

Christine Petraglia (Head of Investor Relations)

Our next question is, "What is the next big milestone we should be watching for?

Allan Evans (Chairman & CEO)

A PO. I mean, we're staring at it. I think over the next 2 months, we either start to get enterprise business and we validate the model, or this will be a very hard call in a quarter. But we've positioned ourselves to have parts, to have people explore it. We're gonna start shipping components, and, you know, I think love to see materiality in the next 8 weeks as we're going after customers.

Christine Petraglia (Head of Investor Relations)

Another question is, "What does the competition look like?

Allan Evans (Chairman & CEO)

It really depends. We are the first ones to put an FPV component at our price on the Blue UAS list in the US, so there's a pain point there. Competition globally, you have a lot of it out of China, 90% still China. People are extremely price-sensitive. And then there are a couple of European companies that have been selling into Ukraine. I'd say Orqa is probably the best well-known in the industry. So it kind of depends on the bubble for competition, but that's what it looks like. We feel pretty good. Like, we're trying to go first mover and price advantage, and I think next summer, if it works and it's bigger, we'll see some of the more entrenched players try to come in.

So we gotta, we gotta get big fast to get there, and I, I think we have a good shot to do it.

Christine Petraglia (Head of Investor Relations)

... Okay, great. And the last question I see here is, will you get an inexpensive drone on the Blue UAS list, something basic that can be leveled up after purchase with AI, weapon, weaponry, etc?

Allan Evans (Chairman & CEO)

We're not the ones that plan on doing that. We may be a provider to companies, like the FANG drone, which Red Cat may get through on the Blue UAS list, but we don't plan ourselves on putting anything on the Blue UAS list. You know, we wanna work with industry partners, and in that way, we can stay dual use.

Christine Petraglia (Head of Investor Relations)

Okay, that looks like all of those questions, Allan. Thank you.

Allan Evans (Chairman & CEO)

Hey, no problem. Does anybody else have questions? All right, good. We have other questions. I can read these if you want, Christine.

Christine Petraglia (Head of Investor Relations)

Sure.

Allan Evans (Chairman & CEO)

We have a great question saying, "Access is key in the defense industry. What is your current level of access, and are you working to bring on a former DoD official on your board?" Access is key. I would say if you look at our filing in regards to getting on the Blue UAS list, you could see that we worked with the Marine Corps Warfighter Lab, and they were directly quoted in that. We also are partnering with a lot of the primes that do defense work. We ourselves don't ultimately wanna be a defense prime. We wanna be dual use, and we wanna be a component supplier to the primes.

So in some ways, we're a little bit beholden as a sub to those companies, but, given that I came out of Red Cat and Teal, you know, we have some access and know a fair number of the individuals in the US DOD that work in the small drone groups. And so we've been able to meet with them and understand their needs pretty effectively. And we do plan on continuing to get more different components on the Blue framework, and that really allows them to shortcut through a lot of the procurement, and it makes it a lot easier just to get POs rather than go through the programmatic process or some of the other contract processes. Other questions? Happy to answer them, guys.

I really appreciate everyone being here, and, you know, we're... Try to be as ...Great question: "How reliant are we on Red Cat?" Well, right now, not at all. We, we hope to partner with them. They, they represent a really good enterprise partner, but our core business is retail, and that, that has nothing to do with them. And then we'll have a very good idea of what the breakdown is between Red Cat component sales, other partner sales in a quarter, and we'll, we'll know, and be happy to share what amount of, what percentage of our enterprise business goes through a single partner, 'cause that'd be a concentration risk.

But, you know, I think for this sales cycle, we're working very closely with them, and we, we're excited to. You know, those guys are great, and I've worked with them for a lot of years, and I think we're a really effective team.So happy to take any other questions, otherwise, we'll post this live. And again, really appreciate everyone's time today, and I look forward to the next few months. Thank you again, everybody. I hope you have a wonderful afternoon, and if you don't mind, if you feel like sending an email to [email protected] with any feedback or any way you'd like to see these types of calls go differently or be amended in the future, we're really interested in being sure we communicate in the most effective way that we can for you. So thank you very much.