Eric Brock
Analyst · Northland Capital
Good morning. It's a pleasure to welcome you to our conference call. I'm happy to be joined today by our Stewart Kantor, the Founder and President of Ondas Networks; and Reese Mozer, American Robotics Founder and CEO. I want to note that due to scheduling in international travel conflicts, Derek Reisfield, for a President and CFO is unable to participate in today's call. I will handle the financial review in his place. I'm going to start to call by emphasizing that business is on track at Ondas and the technology base leadership positions we are staking out in critical infrastructure in services markets continues to strengthen. Ondas Networks continues to make advances with the Class I rails on the 900 megahertz network. Our launch activity continue to pace and we are seeing expanded opportunities such globally in new networks, new products and new geographic regions. Of course, we believe today is news regarding the Siemens order, which I'll touch on in a moment is a clear signal, our growth trajectory is ahead. At American Robotics, we're continuing with the field work with our initial franchise customers, maturing the pipeline and preparing to onboard additional franchise customers. Importantly, as we do this we are enhancing our capabilities with investments in new payload and data analyst capabilities, all of which we will provide updates on today. Our success in the field with customers and ecosystem partners is demonstrating that our business plan is creating value and highlights our unique position to deliver our valuable technology platforms and data solutions to the large end markets we are targeting. The strength of our technology platforms, market leadership and business plan was demonstrated by the 2 recent significant events we want to highlight at the outset of the call. Obviously, I'm speaking firstly about the Siemens volume order we announced today; and secondly, the Airobotics acquisition, which was announced yesterday. I will make some high-level remarks about the strategic significance of both transactions and we will be sure to provide details of both during the call. So let's start with the big rail. We are thrilled to share with you that we have received the first volume order from Siemens for commercial deployment of our FullMAX platform in the 900 megahertz network with Class I rail customers. This is an incredibly important milestone for Ondas Network and is the culmination of several years of hard work to establish our FullMAX platform in the global rail sector. Secondly, we are similarly excited to share the news that we've entered into a merger agreement to acquire Airobotics. As you will learn today, Airobotics brings to Ondas an incredibly talented team, along with the Optimus system, a proven world-class automated drone platform, which is highly complementary to AR's market-leading Scout system. They also bring in order pipeline and access to markets that immediately expand AR's product portfolio and market reach. We believe the combination of Airobotics with America Robotics is a seminal event in the UAS sector, creating a leading global provider of commercial drone solution capable of scaling for customers. With these 2 major strategic achievements, we are able to confirm not only that business is on track at Ondas, but also that our leadership positions continue to strengthen. I will now share some high-level details on the Siemens 900 megahertz order. As I do, I want to start with a well-earned congratulations for the team at Ondas Networks. It's fair to say that establishing a new mission-critical wireless network architecture like FullMAX is a once-in-a-generation event in the critical markets we target. As we celebrate this milestone, I want to also share our appreciation to our investors. This has been a multiyear effort and one which we have successfully navigated with your support. This multimillion dollar order marks the beginning of commercial deployment in the greenfield, 900 megahertz network and in a broader sense, the adoption of our FullMAX dot 16 systems across the rail sector in North America. This is a major inflection point as we move towards producing material revenue growth and begin our path to profitability. I want to highlight that the Siemens order calls for deliveries to convince in 2022 and includes a mixture of next-generation ATCS base stations and remote edge radios, which we have jointly developed with Siemens. In addition, the order also includes venus base stations and Mercury and Venus edge remotes, which are catalog products of Ondas Networks marketed by Siemens under the Airlink brand name. Stewart will provide further details later regarding the rail rollout, but I want to emphasize here that this is a major step forward, and we believe we will begin to build momentum for additional bookings and backlog growth as we move through 2022 and 2023. Let's turn now to another key message upfront. We are investing, and we have access to capital. It's not lost on me that we are operating in a difficult financial climate. I want to assure you that we are up to the task. Customers need us to deliver, and we will. We believe the rewards for doing so will be substantial. Now is not the time to be timed, and I'm extremely confident in our ability to match us lead these MC-IoT markets but to define these solutions. We will invest, and I believe we will have support from customers, strategic partners and deep-pocketed investors. What we are able to do from a technology standpoint is unique, and we have invested substantial amounts in our wireless network and drone platforms to allow our industrial and government customers to garner significant value in terms of operating efficiency and safety by deploying our technical solutions. As we have demonstrated with the Airobotics acquisition, our leadership position, balance sheet and access to capital are providing incredible opportunities for Ondas to grow and enhance our technology platforms faster and to accelerate time lines. We have a very strong balance sheet, our equity position is significant, and that equity is backed by multi-patented intellectual property that has incredible strategic value to Ondas and others. We have $28 million of cash at the end of June, and we have created the flexibility to expand our growth plan with the ATM equity facility we announced in the spring. The market volatility and nascent elements of our end markets is creating the opportunity to seize leadership, accelerate our business plan and deliver on the promise of our hard work for our investors. So with these opening remarks, I will now outline the agenda. I will start the call with an overview of Airobotics and the transaction. Next, I will pinch hit for Derek today and provide the financial review, and then we will have an update on our business plan progress. Stewart and Reese will lead that discussion. I will wrap the call by focusing on the outlook before holding a session for investor Q&A at the end. We announced the LOI for the acquisition on June 5, and on Friday, August 4, we've reached a definitive agreement to acquire Airobotics in bringing our 2 industry-leading and highly complementary platforms together. This transaction advances our plan and uniquely positions us to scale on behalf of franchise customers and accelerate the growth of the commercial drone market. This landmark acquisition combines world-class talent and technology platforms, it builds on our combined regulatory expertise with the FAA and other regulators around the world and offers the broadest set of automated drone solutions to critical sectors and governments across the globe. The financial benefits extend to enhance revenue opportunities, and we believe a significant reduction in redundant spending as the combined engineering effort can be spread across 4 capabilities in both the existing and future autonomous UAS platforms. Investments in R&D across 4 autonomous functionality, machine vision, payloads and analytics as well as user interfaces and safety systems can be shared across a wider set of customers, end markets and geographies. Importantly, we believe this deal Siemens Ondas' position as uniquely capable of making the investments today to grow in scale in an industry which we believe is poised to consolidate. In the drone space, we believe the technology is ready and customers and regulators are increasingly supportive. Consolidation is happening in a winner take most market, Ondas' competitive position is strong and will be now stronger still with our unique strengths being valued by customers. We do this for them. Before I dig deeper into describing Airobotics, I want to play a brief video that illustrates the Airobotics Optimist platform. [Audio/Video Presentation] Let me now provide an overview and introduction to Airobotics. The company was founded in 2014, outside of Tel Aviv, Israel. The company has publicly traded listed on the Tel Aviv Stock Exchange and has 40 employees. As reported in Airobotics financial filings in 2021, Airobotics generated approximately $3.3 million in revenues and also generated another approximately $1 million in drone platform sales classified as an asset sale under IFRS accounting principles. So there were over $4 million in sales activity for 2021. The company has been supported by sophisticated investors, including OurCrowd out of Israel, Pavilion an investment group affiliate with Temasek of Singapore and Alpha Intelligence from Hong Kong. All told, Airobotics has invested over $130 million in this technology platform and business development activity, which has resulted in a robust technology platform addressing high-value UAS markets. Similar to American Robotics, Airobotics offers customers a drone in the box platform. They call this the Optimus system. The system targets the very high end of the market, including Smart City and Homeland Security applications, where they have systems operating with government entities in the United Arab Emirates or UAE. They have ongoing activity in Israel with one of the world's largest technology companies connected to the management of major ongoing construction projects related to the development and maintenance of semiconductor fabrication facilities. Airobotics also has business activity with major defense contractors in the Middle East. We believe these programs will expand in the coming quarters as will the number of customers active in the field with Optimus systems. The Optimus platform is offered either as a service model or via direct sales in the functionality of the platform, which we will describe in a bit commands a premium value with customers. I want to highlight that that Optimus UAV is in the advanced stages of type certification process with the FAA. This will be one of the first small unmanned vehicles or UAVs to receive this certification and provides the combined company with significant strategic and financial benefits. Strategically, we believe this deal is beneficial for Ondas American Robotics and Airobotics employees and investors, but most importantly, it's a win for our customers. The combination of Airobotics and AR creates a global player providing automated data solutions for a wider group of customers. The combined technology and intellectual property extends our leadership position in these markets, and we will continue to invest and build on this significant competitive strength. Through this deal, we are able to combine leading UAS and robotics talent, strengthening our capabilities in product development in both hardware and software. Talent is a huge strategic advantage here. Both companies are leaders in regulatory affairs and have strong track records with regulators both in the United States with the FAA and now in international markets. And the global marketing benefits are significant as we will immediately add new franchise customers in an impressive pipeline of opportunity. Airobotics has a mature customer pipeline focused on a fleet deployment strategy similar to AR. The financial benefits are sizable with both revenue upside and immediate opportunities with Airobotics customers in addition to we believe, the material benefit of the scale of redundant costs and overhead expenses. Let's discuss key terms. This is a very straightforward deal. It's an all-share transaction with each share of Airobotics receiving 0.1606 shares of Ondas. That equates to approximately 2.8 million Ondas shares, which excludes approximately 1.7 million Ondas shares and underlying options and warrants, which will be outstanding after the close. The transaction is valued at approximately $15.2 million as of Friday, August 5. In addition, we have agreed to provide a senior secured loan of up to $1.5 million to Airobotics prior to closing. And as noted in our press release, we anticipate closing the transaction in the second half of 2022, subject to customary conditions, including approvals by Airobotics shareholders. The Optimus UAV platform is extremely impressive, again, targeting the high end of the automated drone marketplace. Optimus is a fully autonomous full stack platform providing you end-to-end solution with multiple payload options, including real-time video paired with sophisticated analytics packages. The system is rugged and designed for harsh weather in industrial environments. The base station is versatile with the ability to autonomously swap batteries and payloads leading to unmatched versatility that is valued in the high-end use cases where continuous operation is required and where customers value real-time video in addition to inspection and monitoring services. In addition, the imagery interfaces and customer data portals are highly sophisticated in providing real-time information to customers. As we have emphasized, the Scout and Optimus systems are highly complementary and together cover a broad spectrum of use cases. Both systems have been architected for specific applications, which meet differing requirements and price points for our customers. As you know, American Robotics has focused its efforts out of the gate in oil and gas, mining and rail markets in addition to its historical presence in agriculture. Other industrial and critical infrastructure markets will follow for Scout. Airobotics, on the other hand, focuses on security, public safety and defense as well as smart city and construction management end markets. As mentioned, you can think of the Optimus platform as hitting the very high end of the market where both the versatility of batteries warping and 24/7 operation, along with the ability to swap payloads autonomously are critically important and valuable. On the other hand, AR Scout system is targeting the sweet spot for asset inspection and monitoring of field equipment and infrastructure systems typically in rural settings. On the regulatory side, AR's BVLOS approvals remain best-in-class. Airobotics has excellent credentials with the FAA in its own right. It is in the process of getting type certification of the Optimus UAV with the FAA. I will expand on the FAA type certification benefits in a moment. Lastly, it's critically important to understand the benefits of a global footprint. We believe we can efficiently bring the Airobotics Optimus platform to the U.S. for public safety and government customers as well as for construction and even certain critical infrastructure markets. Similarly, the team in Israel will lead our international expansion for American Robotics and support marketing efforts for Ondas Networks in Israel in the broader region. Let me wrap up the intro to Airobotics with a focus on regulatory leadership. As you are well aware, AR's BB loss operations are unique and scalable for customers. We have incorporated proprietary detected a void technology in other systems and have well-established CONOPS for safety. Airobotics on the other hand is one of a select group of small UAS operators pursuing type certification of its vehicle. This is a difficult and rigorous process and demonstrates the quality of the system that Airobotics has products has developed. And they are well advanced in this TC process with the FAA. We expect Airobotics to be one of the first small UAS players to receive this certification. The type certification will allow for greater flexibility for flying over people and in urban areas. Combined, the capabilities of BVLOS and type certification is a huge win for Ondas. This dramatically increases our TAM and regulatory moat. It helps our ability to scale with new customers and fleets and provide significant time-to-market advantages and cost savings on future regulatory activities. As we transition to the financial review, I want to note that Reese will share additional highlights about the benefits of the combination with Airobotics and the integration of the companies. As I mentioned earlier, due to international travel, Derek is unable to attend the call, so I will present our recent financial results and balance sheet position. As they get started, I want to remind our investors that our statement of operations reflects investment in preparation for larger commercial rollouts in the coming years for Ondas Networks and American Robotics. The bulk of the revenue for the period presented has been generated by product development programs with Siemens in addition to FullMAX system deployments with customers, including the Class I railroads and or network systems. Of course, we believe this activity has served to establish the broader opportunity and will lead to significant growth in FullMAX-based wireless systems and Scout deployments in the coming years. For the second quarter of 2022, revenues were $600,000. This was a decline of several hundred thousand dollars from Q2 last year. The bulk of the revenues during the recent quarter were generated by product sales in the rail sector, including for the MC-IoT Rail lab purchased by MxV Rail. In addition, we realized product development revenue for the Siemens Head of Train programs in both the Asia and North America, 450 megahertz programs during the quarter. Gross profit, however, remained roughly the same year-over-year as we posted higher gross margin at 52.7% this quarter as compared to 34.6% for Q2 2021. As we have described in prior calls, due to the historically lumpy nature of development programs and customer product sales, gross margins can be volatile on a quarterly basis. The higher gross margins this quarter reflect the benefit of a larger mix of equipment sales during Q2 as compared to the prior year. Operating expenses increased to $11.6 million for the second quarter of 2022 as compared to $3.4 million in the 3 months ended June 30, 2021. The increase in operating expenses primarily due to spending for both American Robotics and Ondas Networks. Is important to note that our acquisition of American Robotics occurred on August 6, 2021. Therefore, American Robotics expenses are not included in the comparable second quarter 2021 results. Noncash expenses totaled $2.8 million for the first quarter of 2022. Stock-based compensation was $1.5 million for the second quarter. That increased by approximately $1.2 million from the prior year. Depreciation and amortization expenses increased from $165,000 in Q2 2021 to approximately $1.3 million in the second quarter of 2022. The bulk of the increase in noncash expenses is related to the acquisition of American Robotics. The company realized an operating loss of approximately $11.4 million for the second quarter of 2022 as compared to $3.1 million for the second quarter of 2021. As noted, the increase in both cash and noncash expenses related to the business development activity and the addition of American Robotics operating expenses, which were not included in last year's results were the biggest driver of the year-over-year increase in operating losses. Let's move on to the first half of 2022. Revenues were approximately $1 million as compared to approximately $2.1 million for the first half of 2021. The revenue decline was primarily due to lower product development activity with Siemens, offset by product sales to rail customers or network systems initial nationwide network deployment was recognized in the first half of 2021. Gross profit decreased by 52% to $440,000 as a result of lower revenue for the first half of 2022 as compared to approximately $900,000 for the first half of 2021. Gross profit on a percentage basis was approximately the same at 43.5% for the first half of 2022 as compared to 44.6% for the first half of 2021. Operating expenses increased to $21.8 million for the first half of 2022 as compared to $6.9 million in the first half of 2021. The increase in operating expenses was primarily due to increased business development spending for both AR and Ondas Networks. I will highlight again that American Robotics operating expenses are not included in the statement of operations for the first half of 2021. Noncash expenses totaled $5.2 million for the first half of 2022 as compared to $2 million for the first half of 2021. Stock-based compensation was $2.9 million in the first half of this year that was an increase of approximately $1.2 million from the first half last year. The depreciation and amortization charges for the first 6 months of 2022 were approximately $2.3 million, and that compared to $345,000 for the first 6 months of 2021. The company realized an operating loss of approximately $21.4 million for the first half of 2022 as compared to a loss of $6 million for the prior year. As noted, the increase in both cash and noncash expenses related to business development activity and the addition of American Robotics operating expenses, which were not included in the first quarter of 2021 were the biggest drivers of the increase in year-over-year operating losses. Now let's turn to the cash flow statement. The company has maintained a strong balance sheet and ended the first half of 2021 with approximately $28 million in cash as compared to $32 million at the end of March 2022. The decline in cash and cash equivalents was primarily due to spending related to research, product and business development Ondas Networks in American Robotics as well as the building of Scout systems. We also made a cash payment of $900,000 in April of 2022 to complete the acquisition of Ardenna. These investments were offset in part by capital raise via the aftermarket or ATM facility we put in place in the spring. During the 3 months ended June 30, 2022, the company raised an additional $6 million via the ATM, and they did -- we did this at an average price of $7.17 per share. Now let's turn to the balance sheet. As described, we have a healthy cash balance of $28 million at the end of the most recent quarter. We have just $300,000 of long-term debt and a $105 million equity position. The equity position represents substantial investments we have made in our FullMAX and Scout technology platforms. We can now transition to an update on business development activity at Ondas Networks and American Robotics. I'm going to ask Stewart and Reese to provide details on the progress we are making at both segments. Before I do, I'm going to start by highlighting that our business plan is on track, and we believe we continue to create significant shareholder value as we work with customers to adopt our technology platforms. Ondas Networks continues with important launch activities with the Class I rails. And of course, we continue to work closely with Siemens Mobility here. The Siemens order is validation that we are well positioned to penetrate the global rail market with FullMAX. In addition to the Class I rail activity, we are seeing expanded market opportunities in transit and passenger rail as well as in international rail markets and we are also gaining traction in new markets such as Homeland Security. At American Robotics field activity with marquee franchise customers continues, and our pipeline of new customers is maturing. We have also continued to enhance our data solutions via new payload integration and the development of new data analytics packages. We are pleased with our Dynam partnership, which is helping create value in the field with customers. Ensure, AR is on track with this business plan and is preparing to grow with its franchise customers. I'm going to hand the call now to Stewart. Stewart?