The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes thereto for the three or nine months ended September 30, 2022, as applicable, as well as the Company's consolidated financial statements and related notes thereto and management's discussion and analysis of financial condition and results of operations in the Company's Form 10-K for the year ended December 31, 2021, filed with the US. Securities and Exchange Commission (the "SEC") on March 31, 2022.





Forward-Looking Statements



In accordance with the Private Securities Litigation Reform Act of 1995, the Company can obtain a "safe-harbor" for forward-looking statements by identifying those statements and by accompanying those statements with cautionary statements which identify factors that could cause actual results to differ materially from those in the forward-looking statements. Accordingly, this "Management's Discussion and Analysis of Financial Condition and Results of Operations" may contain certain forward-looking statements regarding strategic growth initiatives, growth opportunities and management's expectations regarding orders and financial results for the remainder of 2022 and future periods. These forward-looking statements are based on current expectations and current assumptions which management believes are reasonable. However, these statements involve risks and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Factors that could cause or contribute to such differences include those risks as described in the Company's filings with the SEC, including the current reports on Form 8-K, which factors are incorporated herein by reference. The Company expressly disclaims a duty to provide updates to forward-looking statements, whether as a result of new information, future events or other occurrences.





Business


The Company, formed in 1999 and incorporated under the laws of the state of Utah, is the creator of the EcoSmart and the Rhapsody Platforms of intelligent automation solutions designed to optimize energy efficiency, comfort and analytics in support of the emerging Internet of Things ("IoT"). The platforms are deployed primarily in the hospitality, educational, governmental and other commercial markets, and is specified by engineers, HVAC professionals, building owners, and building operators. We currently operate in a single reportable business segment.

The Company's direct sales effort targets the hospitality, education, commercial, utility and government/military markets. The Company is focusing its sales efforts in areas with available public funding and incentives, such as rebate programs offered by utilities for efficiency upgrades. Through the Company's proprietary platforms, technology and partnerships with energy efficiency providers, the Company's management intends to position the Company as a leading provider of energy management solutions.

Critical Accounting Policies and Estimates and New Accounting Pronouncements

Please refer to Notes A & B under Item 1 - Financial Statements.









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Revenues



The table below outlines product versus recurring revenues for comparable
periods:



                                  Three Months Ended
             September 30, 2022     September 30, 2021        Variance

Product     $     1,828,954  91%   $    1,290,389    89%   $ 538,565   42%
Recurring           188,380   9%          163,679    11%      24,701   15%
Total       $     2,017,334 100%   $    1,454,068   100%   $ 563,265   39%




                                      Nine Months Ended
               September 30, 2022       September 30, 2021         Variance

Product     $     5,570,775    91%   $    4,071,159     88%   $ 1,499,616   37%
Recurring           535,634     9%          532,607     12%         3,027    1%
Total       $     6,106,409   100%   $    4,603,766    100%   4 1,502,643   33%




Product Revenue



Product revenue principally arises from the sale and installation of energy management platforms. The suite of products consists of thermostats, sensors, controllers, wireless networking products, switches, outlets and a control platform.

For the three months ended September 30, 2022, product revenues increased 42% or $0.54 million when compared to the prior year. Hospitality revenues increased 21% to $1.44 million, educational revenues increased 706% to $0.32 million and governmental revenues increased 216% to $0.07 million, while MDU revenues decreased 100% to $0.00 million and healthcare revenues were unchanged at $0.00 million. Product revenues derived from channel partners increased 55% to $1.43 million compared to the prior year period. The increase was primarily driven by increased volumes from three existing customers in the hospitality market, partially offset by a decrease in volume from one existing customer. International revenues increased 228% to $0.22 million. The increase in international revenues was primarily driven by increased volumes from one existing customer in the hospitality market.

For the nine months ended September 30, 2022, product revenues increased 37% or $1.50 million when compared to the prior year.

Hospitality revenues increased 13% to $3.92 million, governmental revenues increased 135% to $0.34 million and educational revenues increased 895% to $1.23 million, while MDU revenues decreased 75% to $0.07 million and healthcare revenues decreased 100% to $0.00 million. Product revenues derived from channel partners increased 32% to $4.26 million compared to the prior year period. The increase was primarily driven by increased volumes from two existing customers in the hospitality and educational markets, partially offset by volume decreases from one existing customer. International revenues increased 6% to $0.49 million when compared to the prior year period. The increase in international revenues was not primarily driven by any specific customer.

Backlogs were approximately $3.3 million and $3.1 million at September 30, 2022 and 2021, respectively.









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Recurring Revenue


Recurring revenue consists of Telkonet's service and support programs for its energy management platforms. The Company recognizes revenue ratably over the service period for monthly support revenues and defers revenue for annual support services over the term of the service period.

For the three and nine months ended September 30, 2022, recurring revenue increased by 15% and 1%, respectively, when compared to the prior year periods. The increase was related to increased unit sales of call center support services.





Cost of Sales



The table below outlines product versus recurring cost of sales, along with respective amounts of those costs as a percentage of revenue for the comparable periods:





                                  Three Months Ended
             September 30, 2022     September 30, 2021         Variance


Product     $      1,371,312 75%   $      851,873    66%   $ 519,439    61%
Recurring             32,952 17%           13,646     8%      19,306   141%
Total       $      1,404,264 70%   $      865,519    60%   $ 538,745    62%




                                    Nine Months Ended
               September 30, 2022       September 30, 2021         Variance

Product     $      3,049,048   55%   $     2,164,586    53%   $ 884,462    41%
Recurring             94,027   18%            36,868     7%      57,159   155%
Total       $      3,143,075   51%   $     2,201,454    48%   $ 941,621    43%




Costs of Product Revenue



Costs of product revenue include materials and installation labor related to Telkonet's platform technologies. For the three and nine months ended September 30, 2022, product costs increased 61% and 41%, respectively, compared to the prior year period.

The quarterly variance was primarily attributable to increases in material costs of $0.31 million resulting from increased product revenues, logistical expenses of $0.04 million, inclusive of import tariffs and a purchase price variance of $0.19 million, resulting from global chip shortages, supply chain challenges and inflationary pressures. Material costs as a percentage of product revenues were 75%, an increase of 9%, compared to the prior year period.

The quarterly variance was primarily attributable to increases in material costs of $0.31 million resulting from increased product revenues, logistical expenses of $0.04 million, inclusive of import tariffs and a purchase price variance of $0.19 million, resulting from global chip shortages, supply chain challenges and inflationary pressures. Material costs as a percentage of product revenues were 75%, an increase of 9%, compared to the prior year period.

For the nine month comparison, the variance was primarily attributable to increases in material costs of $0.54 million resulting from increased product revenues, logistical expenses of $0.13 million, a purchase price variance of $0.23 million, resulting from global chip shortages, supply chain challenges and inflationary pressures, and the use of installation subcontractors of $0.19 million, partially offset by decrease in inventory adjustments of $0.26 million. Material costs as a percentage of product revenues were 55%, an increase of 2%, compared to the prior year period.









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Costs of Recurring Revenue


Recurring revenue costs are comprised primarily of call center support labor. For both the three and nine months ended September 30, 2022, recurring revenue costs increased by 141% and 155%, respectively, when compared to the prior year period. The variance was primarily due to increases in call center staffing.





Gross Profit


The table below outlines product versus recurring gross profit, along with respective actual gross profit percentages for the comparable periods:





                                    Three Months Ended
              September 30, 2022        September 30, 2021         Variance


Product     $          457,642 25%   $       438,516    34%   $  19,126     4%
Recurring              155,428 83%           150,033    92%       5,395     4%
Total       $          613,070 30%   $       588,549    40%   $  24,521     4%


                                    Nine Months Ended
               September 30, 2022       September 30, 2021         Variance

Product     $        2,521,727 45%   $     1,906,573    47%   $ 615,154    32%
Recurring              441,607 82%           495,739    93%     (54,132   -11%
Total       $        2,963,334 49%   $     2,402,312    52%   $ 561,022    23%



Gross Profit on Product Revenue

Gross profit on product revenue is influenced by pricing, revenue volume and the composition of those revenues.

Gross profit on product revenue for the three months ended September 30, 2022 increased 4% or $0.02 million when compared to the prior year period. The increase in gross profit was primarily attributable to an increase in revenues of $0.54 million and a decrease in the use of installation subcontractors of $0.06 million, partially offset by increases in logistical expenses of $0.04 million, inclusive of import tariffs and a purchase price variance of $0.19 million, resulting from global chip shortages, supply chain challenges and inflationary pressures. For the three months ended September 30, 2022, the actual gross profit percentage decreased by 9 points to 25% compared to the prior year period. Tariffs imposed on Chinese imports resulted in an adverse impact of approximately 5% on the actual gross profit percentage for the three months ended September 30, 2022, compared to approximately 8% for the prior year period. Tariffs will fluctuate based upon volume of goods imported, which is contingent upon expected inventory supply and demand.

Gross profit on product revenue for the nine months ended September 30, 2022 increased 32% or $0.61 million when compared to the prior year period. The increase in gross profit was primarily attributable to an increase in revenues of $1.50 million and a decrease in inventory adjustments of $0.26 million, partially offset by increases in material costs of $0.54 million resulting from increased product revenues, logistical expenses of $0.13 million, a purchase price variance of $0.23 million, resulting from global chip shortages, supply chain challenges and inflationary pressures and the use of installation subcontractors of $0.19 million. For the nine months ended September 30, 2022, the actual gross profit percentage decreased by 2 points to 45% compared to the prior year period. Tariffs imposed on Chinese imports resulted in an adverse impact of approximately 4% on the actual gross profit percentage for the nine months ended September 30, 2022 and September 30, 2021.











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Gross Profit on Recurring Revenue

Gross profit on recurring revenue for the three and nine months ended September 30, 2022 increased by 4% and decreased by 11% respectively, when compared to the prior year period. Variances were primarily due to fluctuating unit sales of call center support services and increases in call center staffing.





Operating Expenses


The tables below outline operating expenses for the comparable periods, along with percentage change:





                     Three Months Ended
     September 30,     September 30,
         2022              2021             Variance
    $     1,306,869   $     1,479,832   $ (172,963 ) -12%




                      Nine Months Ended
      September 30,     September 30,
          2022              2021             Variance
    $     4,140,169   $     4,273,474   $ (133,305 ) -3%



The Company's operating expenses are comprised of research and development, selling, general and administrative expenses and depreciation and amortization expense. During the three and nine months ended September 30, 2022, operating expenses decreased by 12% and 3%, respectively, when compared to the prior year period for the reasons discussed below.





Research and Development



                   Three Months Ended
     September 30,     September 30,
         2022              2021           Variance
    $       272,144   $       268,917   $ 3,227   1%




                     Nine Months Ended
     September 30,     September 30,
         2022              2021            Variance
    $       798,913   $       876,778   $ (77,865 ) -9%



Research and development costs are related to both present and future product development and integration and are expensed in the period incurred. During the three and nine months ended September 30, 2022, research and development costs increased 1% and decreased 9%, respectively, when compared to the prior year periods. For the three month comparison, the variance is not primarily driven by any specific expense. For the nine month comparison, the variance is primarily attributable to decreases in payroll of $0.09 million.









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Selling, General and Administrative Expenses





                     Three Months Ended
     September 30,     September 30,
         2022              2021             Variance
    $     1,026,023   $     1,200,569     (174,546 ) -15%




                     Nine Months Ended
     September 30,     September 30,
         2022              2021            Variance
    $     3,310,127   $     3,362,761     (52,634 ) -2%



During the three and nine months ended September 30, 2022, selling, general and administrative expenses decreased 15% and 2%, respectively, over the prior year periods.

For the three month comparison, the variance is primarily attributable to decreases in a trade show expenses of $0.09 million and legal fees of $0.20 million, partially offset by increases in payroll taxes of $0.10 million. The payroll tax increase was primarily the result of a non-recurring Employee Retention Credit ("ERC") in 2021, allowed under the CARES Act, which is a refundable payroll tax credit that encouraged businesses to keep employees on the payroll during the COVID-19 pandemic.

For the nine month comparison, the variance is primarily attributable to decreases in legal fees of $0.48 million, audit fees of $0.10 million and consulting fees of $0.06 million, partially offset by increases in payroll taxes of $0.42 million, recruiting fees of $0.10 million and staffing, payroll of $0.08 million. The payroll tax increase was primarily the result of a non-recurring Employee Retention Credit ("ERC") in 2021, allowed under the CARES Act, which is a refundable payroll tax credit that encouraged businesses to keep employees on the payroll during the COVID-19 pandemic.





Operating Income (Loss)


During the three and nine months ended September 30, 2022, the Company had operating losses of $0.69 million and $1.18 million, respectively, compared to operating losses of $0.89 million and $1.87 million, respectively, during the prior year periods.

The three month operating loss improvement is primarily due to the increase in gross profit and reduction in SG&A expenses. The nine month operating loss improvement is again primarily due to the increase in gross profit and a reduction in operating expenses as discussed above.





Net Income (Loss)


During the three and nine months ended September 30, 2022, the Company had net losses of $0.70 million and $1.21 million, respectively, compared to net income of $0.02 million and a net loss of $0.06 million, respectively during the prior year periods.

The three month decrease in net income is primarily due to a $0.92 million non-cash gain on debt extinguishment in connection with the full forgiveness of the second PPP Loan in the prior year period, partially offset by an increase in gross profit and reduction in operating expenses.

The nine month increase in net losses is primarily due to a $1.84 million non-cash gain on debt extinguishment in connection with the full forgiveness of the First and Second PPP Loans in the prior year period, partially offset by an increase in gross profit and reduction in operating expenses.









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Non-GAAP Financial Measures


Management believes that certain non-GAAP financial measures may be useful to investors in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods. Adjusted earnings before interest, taxes, depreciation, amortization and stock-based compensation ("Adjusted EBITDA") is a metric used by management and frequently used by the financial community. Adjusted EBITDA provides insight into an organization's operating trends and facilitates comparisons between peer companies, since interest, taxes, depreciation, amortization and stock-based compensation can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA is one of the measures used for determining our debt covenant compliance. Adjusted EBITDA excludes certain items that are unusual in nature or not comparable from period to period. While management believes that non-GAAP measurements are useful supplemental information, such adjusted results are not intended to replace our GAAP financial results. Adjusted EBITDA is not, and should not be considered, an alternative to net income (loss), operating income (loss), or any other measure for determining operating performance or liquidity, as determined under accounting principles generally accepted in the United States (GAAP). In assessing the overall health of its business for the three months ended September 30, 2022 and 2021, the Company believes it appropriate to exclude stock-based compensation given the variety of equity awards used by companies, varying methodologies for determining stock-based compensation and the assumptions and estimates involved in those determinations, the exclusion of non-cash stock-based compensation enhances the ability of management and investors to understand the impact of non-cash stock-based compensation on our operating results. Further, the Company believes that excluding stock-based compensation expense allows for a more transparent comparison of its financial results to the previous year.





                           RECONCILIATION OF NET LOSS

                               TO ADJUSTED EBITDA



                                   Three Months Ended               Nine Months Ended
                                      September 30                    September 30
                                   2022           2021            2022             2021

Net Income (loss)               $ (697,572 )   $   17,240     $ (1,206,654 )   $    (55,616 )
Gain on debt extinguishment              -       (916,107 )              -       (1,836,780 )
Gain / (Loss on sale of asset           70              -              526                -
Interest expense, net                2,735          7,584           21,940           19,286
Income tax provision                   968              -            7,353            1,948
Depreciation and amortization        8,702         10,346           31,129           33,935
EBITDA                            (685,097 )     (880,937 )     (1,145,706 )     (1,837,227 )

Adjustments:
Stock-based compensation             1,815          1,815            5,445            5,446
Adjusted EBITDA                 $ (683,282 )   $ (879,122 )   $ (1,140,261 )   $ (1,831,781 )








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Liquidity and Capital Resources

For the three-month period ended September 30, 2022, the Company reported a net loss of ($697,572), had cash used in operating activities of ($3,121,812) and ended the period with an accumulated deficit of ($129,874,830) and total current assets in excess of current liabilities of $4,789,402. At September 30, 2022, the Company had $3,721,024 of cash and $1,000,000 of availability on the Credit Facility.

Since inception through September 30, 2022, we have incurred cumulative losses of ($129,874,830) and have never generated enough cash through operations to support our business. The Company has made significant investments in the engineering, development and marketing of its intelligent automation platforms, including but not limited to, hardware and software enhancements, support services and applications. The funding for these development efforts has contributed to, and continues to contribute to, the ongoing operating losses and use of cash.

The Company took, and continues to take, a number of actions to preserve cash. These actions included suspending the use of engineering consultants, cancelling all non-essential travel, not filling certain vacancies and for certain periods, furloughing certain employees and pay cuts for certain other employees and suspension of the Company's 401(k) match. Receipt of PPP monies helped the company reinstate some of expense reductions made.

In addition, on January 7, 2022, the Company closed on the VDA Transaction (see Note A under Item 1 - Financial Statements), resulting in additional working capital of $5,000,000.





Loans under PPP

For a discussion of the PPP Loans the Company received under the Paycheck Protection Program, see Note G under Item 1 - Financial Statements.

Working Capital

Working capital (current assets in excess of current liabilities) from operations decreased by ($757,483) during the three months ended September 30, 2022 from working capital of $5,546,885 at June 30, 2022 to a working capital of $4,789,402 at September 30, 2022.

Revolving Credit Facility

For a discussion of the terms of the Heritage Bank Loan Agreement and the Credit Facility, see Note G under Item 1 - Financial Statements.

The outstanding balance on the Credit Facility was $0 and $403,089 at September 30, 2022 and December 31, 2021, respectively, and the remaining available borrowing capacity was approximately $1,000,000 and $460,000, respectively. As of September 30, 2022, the Company was in compliance with all financial covenants.





Cash Flow Analysis

Cash used in operations was ($3,121,812) and ($1,310,788), during the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, our primary capital needs included costs incurred to increase energy management sales, inventory procurement and managing current liabilities. The working capital changes during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 were primarily a result of increases in Account Receivable balances of ($929,000), inventory balances of ($583,000), a decrease in Accounts Payable balances of ($1,237,000), partially offset by a reduction in prepaid balances of $418,000. Accounts receivable balances fluctuate based on the negotiated billing terms with customers and collections. We purchase inventory based on forecasts and orders, and when those forecasts and orders change, the amount of inventory may also fluctuate. Accounts payable balances fluctuate with changes in inventory levels, volume of inventory purchases, and negotiated supplier and vendor terms.









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Off-Balance Sheet Arrangements

The Company has no material off-balance sheet arrangements.

Acquisition or Disposition of Property and Equipment

The Company does not anticipate significant purchases of property or equipment during the next twelve months.

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