SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from_____________to_____________

Delaware

94-3021850

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

32000 Aurora Road, Suite B Solon, OH

(Address of principal executive offices)

44139

(Zip Code)

(Registrant’s telephone number, including area code): (440)715-1300

None

(Former ~~Name, Former Address~~name, former address and ~~Former Fiscal Year, If Changed Since Last Report)~~former fiscal year, if changed since last report)

Name of each exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐



Large accelerated filer ☐	☐	Accelerated filer	☐
Non-accelerated filer ☐	☑	Smaller reporting company	☑
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

PART I - FINANCIAL INFORMATION

Forward-looking statements

Unless the context otherwise requires, all references to “Energy Focus,” “we,” “us,” “our,” “our company” or “the Company” refer to Energy Focus, Inc., a Delaware corporation and its ~~subsidiary, and their respective~~ predecessor ~~entities~~entity for the applicable periods, considered as a single enterprise.

This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “feels,” “seeks,” “forecasts,” “projects,” “intends,” “plans,” “may,” “will,” “should,” “could” or “would” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Quarterly Report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, capital expenditures and the industry in which we operate.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and industry developments may differ materially from statements made in or suggested by the forward-looking statements contained in this Quarterly Report. In addition, even if our results of operations, financial condition and liquidity, and industry developments are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods.

We believe that important factors that could cause our actual results to differ materially from forward-looking statements include, but are not limited to, the risks and uncertainties outlined under “Risk Factors” under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 and other matters described in this Quarterly Report generally. Some of these factors include:

•disruptions in the U.S. and global economy and business interruptions resulting from the recent coronavirus (“COVID-19”) health pandemic outbreak and related stay-at-home orders, quarantine policies and restrictions on travel, trade and business operations;

•our need for additional financing in the near term to continue our operations;

•our liquidity and refinancing demands;

•our ability to obtain refinancing or extend maturing debt;

•our ability to continue as a going concern for a reasonable period of time;

•our ability to implement plans to increase sales and control expenses;

•our reliance on a limited number of customers for a significant portion of our revenue, and our ability to maintain or grow such sales levels;

•our ability to increase sales by adding new customers to reduce the reliance of our sales on a smaller group of customers, and the long sales-cycle that our product requires;

•our ability to increase demand in our targeted markets and to manage sales cycles that are difficult to predict and may span several quarters;

•the timing of large customer orders, significant expenses and fluctuations between demand and capacity as we invest in growth opportunities;

•our ability to compete effectively against companies with lower cost structures or greater resources, or more rapid development efforts, and new competitors in our target markets;

•our ability to successfully scale our network of sales representatives, agents, and distributors to match the sales reach of larger, established competitors;

•market acceptance of our LED lighting ~~technology;~~technologies and products;

~~our ability to remediate our material weakness, maintain effective internal controls and otherwise comply with our obligations as a public company and under Nasdaq listing standards;~~

•the impact of any type of legal inquiry, claim or dispute;

•general economic conditions in the United States and in other markets in which we operate or secure products;

•our dependence on military maritime customers and on the levels and timing of government funding available to such customers, as well as the funding resources of our other customers in the public sector and commercial markets;

•the possible impact on our military maritime customers and their ability to honor the timing for existing orders or place future orders due to COVID-19 breakouts amongst personnel that might impact the use of ships in service;

•business interruptions resulting from geopolitical actions, including war and terrorism, natural disasters, including earthquakes, typhoons, floods and fires or from health epidemics or pandemics or other contagious outbreaks;

•our reliance on a limited number of third-party suppliers, our ability to obtain critical components and finished products from such suppliers on acceptable terms and of acceptable quality, and the impact of our fluctuating demand on the stability of such suppliers;

•our ability to timely and efficiently transport products from our third-party suppliers to our facility by ocean marine channels;

•our ability to respond to new lighting technologies and market trends, and fulfill our warranty obligations with safe and reliable products;

•any delays we may encounter in making new products available or fulfilling customer specifications;

•any flaws or defects in our products or in the manner in which they are used or installed;

•our ability to protect our intellectual property rights and other confidential information, and manage infringement claims by others;

•our compliance with government contracting laws and regulations, through both direct and indirect sale channels, as well as other laws, such as those relating to the environment and health and safety; ~~and~~

•risks inherent in international markets, such as economic and political uncertainty, changing regulatory and tax requirements and currency fluctuations, including tariffs and other potential barriers to international ~~trade.~~trade; and

•our ability to remediate a significant deficiency, maintain effective internal controls and otherwise comply with our obligations as a public company and under NASDAQ listing standards.

In light of the foregoing, we caution you not to place undue reliance on our forward-looking statements. Any forward-looking statement that we make in this Quarterly Report speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments, except as required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

Energy Focus® is, Intellitube®, RedCap® and EnFocus™ are our registered ~~trademark.~~trademarks. We may also refer to trademarks of other corporations and organizations in this document.

The accompanying notes are an integral part of these condensed consolidated financial statements.

(in thousands, except per share amounts)


	Three months ended March 31,
	2020		2019
Net sales	$	3,783	$	3,177
Cost of sales	2,751		3,079
Gross profit	1,032		98

Operating expenses:
Product development	282		526
Selling, general, and administrative	2,027		2,241
Restructuring	(14)		134
Total operating expenses	2,295		2,901
Loss from operations	(1,263)		(2,803)

Other expenses (income):
Interest expense	133		43
Income from change in fair value of warrants	(873)		—
Other expenses	18		19



Net loss	(541)		(2,865)

Net loss per share - basic and diluted
Net loss	$	(0.04)	$	(0.24)

Weighted average common shares outstanding:
Basic and diluted	15,430		12,126

Three months ended
March 31,
2019 2018
Net sales $ 3,177
$ 4,659
Cost of sales 3,079
3,843
Gross profit 98
816

Operating expenses:
Product development 526
629
Selling, general, and administrative 2,241
2,647
Restructuring 134
(50 )
Total operating expenses 2,901
3,226
Loss from operations (2,803 ) (2,410 )

Other expenses (income):
Interest expense 43
1
Other expenses (income) 19
(21 )

Loss from operations before income taxes (2,865 ) (2,390 )
Provision for income taxes —
—
Net loss $ (2,865 ) $ (2,390 )

Net loss per share - basic and diluted $ (0.24 ) $ (0.20 )

Weighted average shares used in computing net loss per share:
Basic and diluted 12,126
11,900


	Three months ended March 31,
	2020		2019
Net loss	$	(541)	$	(2,865)

Other comprehensive loss:
Foreign currency translation adjustments	—		—

Comprehensive loss	$	(541)	$	(2,865)


	Preferred Stock				Common Stock						Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit	Total Stockholders' Equity
	Shares	Amount		Shares	Amount

Balance at December 31, 2019	—	$	—	12,428	$	1	$	128,872	$	(3)	$	(124,874)	$	3,996

Issuance of common stock under employee stock option and stock purchase plans	—	—		27	—		—		—		—		—
Issuance of common stock and warrants	—	—		3,442	1		2,749		—		—		2,750
Offering costs on issuance of common stock and warrants	—	—		—	—		(474)		—		—		(474)
Warrant liability	—	—		—	—		(1,636)		—		—		(1,636)
Conversion of notes to preferred stock	2,709	—		—	—		1,769		—		—		1,769

Stock-based compensation	—	—		—	—		20		—		—		20
Net loss for the three months ended March 31, 2020	—	—		—	—		—		—		(541)		(541)
Balance at March 31, 2020	2,709	$	—	15,897	$	2	$	131,300	$	(3)	$	(125,415)	$	5,884

~~ENERGY FOCUS, INC.~~

Three months ended
March 31,
2019 2018
Cash flows from operating activities:
Net loss $ (2,865 ) $ (2,390 )

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 105
151
Stock-based compensation 543
195
Provision for doubtful accounts receivable 26
(22 )
Provision for slow-moving and obsolete inventories and valuation reserves (836 ) (487 )
Provision for warranties 101
7
Amortization of loan origination fees 20
—
Gain on dispositions of property and equipment (1 ) (19 )
Changes in operating assets and liabilities:
Accounts receivable (210 ) 66
Inventories 643
597
Prepaid and other assets 459
(274 )
Accounts payable (1,329 ) 1,398
Accrued and other liabilities (195 ) 13
Deferred revenue (17 ) 22
Total adjustments (691 ) 1,647
Net cash used in operating activities (3,556 ) (743 )

Cash flows from investing activities:
Acquisitions of property and equipment (5 ) (57 )
Proceeds from the sale of property and equipment 1
244
Net cash (used in) provided by investing activities (4 ) 187

Cash flows from financing activities:
Common stock withheld to satisfy income tax withholding on vesting of restricted stock units (111 ) (32 )
Principal payments under finance lease obligations (1 ) —
Proceeds from convertible notes 1,660
—
Net repayments on credit line borrowings (462 ) —
Net cash provided by (used in) financing activities 1,086
(32 )

Effect of exchange rate changes on cash —
(1 )

Net decrease in cash and cash equivalents (2,474 ) (589 )
Cash and cash equivalents, beginning of period 6,335
10,761
Cash and cash equivalents, end of period $ 3,861
$ 10,172

Classification of cash and cash equivalents:
Cash and cash equivalents $ 3,519
$ 9,830
Restricted cash held $ 342
$ 342
Cash and cash equivalents, end of period $ 3,861
$ 10,172


	Three months ended March 31,
	2020		2019
Cash flows from operating activities:
Net loss	$	(541)	$	(2,865)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	46		105
Stock-based compensation	20		543
Change in fair value of warrant liabilities	(873)		—
Provision for doubtful accounts receivable	(12)		26
Provision for slow-moving and obsolete inventories	(34)		(836)
Provision for warranties	—		101

Amortization of loan discounts and origination fees	38		20
Gain on dispositions of property and equipment	—		(1)
Changes in operating assets and liabilities:
Accounts receivable	445		(210)
Inventories	1,546		643
Prepaid and other assets	(187)		459
Accounts payable	(152)		(1,329)
Accrued and other liabilities	222		(195)
Deferred revenue	(14)		(17)
Total adjustments	1,045		(691)
Net cash provided by (used in) operating activities	504		(3,556)

Cash flows from investing activities:
Acquisitions of property and equipment	(47)		(5)
Proceeds from the sale of property and equipment	—		1
Net cash used in investing activities	(47)		(4)

Cash flows from financing activities:
Proceeds from the issuance of common stock and warrants	2,750		—
Offering costs paid on the issuance of common stock and warrants	(474)		—
Principal payments under finance lease obligations	(1)		(1)
Common stock withheld in lieu of income tax withholding on vesting of restricted stock units	—		(111)


Payments on the Iliad Note	(226)		—
Net proceeds from (payment on) credit line borrowings	55		(462)
Proceeds from convertible notes	—		1,660
Net cash provided by financing activities	2,104		1,086

Net increase (decrease) in cash and restricted cash	2,561		(2,474)
Cash and restricted cash, beginning of period	692		6,335
Cash and restricted cash, end of period	$	3,253	$	3,861

Classification of cash and restricted cash:
Cash	$	2,911	$	3,519
Restricted cash held in other assets	342		342
Cash and restricted cash	$	3,253	$	3,861

ENERGY FOCUS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, ~~2019~~2020

(Unaudited)

NOTE 1. NATURE OFOPERATIONS

~~Product development is a key focus for us. Our product development team is dedicated to developing and designing leading-edge technology LED lighting products.~~

NOTE 2.BASIS OF PRESENTATION ANDSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary ~~Energy Focus LED Solutions, LLC, which is not active.~~in Taiwan during 2019. All significant inter-company balances and transactions have been eliminated. Unless indicated otherwise, the information in the ~~accompanying financial statements and notes~~Notes to the ~~unaudited condensed consolidated financial statements~~Consolidated Financial Statements relates to our ~~continuing~~ operations.

Other than the adoption of the new lease accounting standard, there have been no other material changes to our significant accounting policies, as compared to those described in our 2018 Annual Report.

~~ENERGY FOCUS, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2019~~

~~(Unaudited)~~

taxes; the cost and offsetting income related to subleased property; and stock-based compensation. In addition, estimates and assumptions associated with the determination of the fair value of financial instruments and evaluation of long-lived assets for impairment requires considerable judgment. Actual results could differ from those estimates and such differences could be material.

~~Reclassifications~~

Certain amounts related to warranty accruals and settlements were reclassified to conform to current period reporting presentation with no impact on financial position, loss from operations or cash used in operations.

ENERGY FOCUS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2020

(Unaudited)

A regional commercial lighting retrofit company and our primary distributor for the U.S. Navy accounted for approximately 46 percent of net sales for the period. When combined with sales to a shipbuilder for the U.S. Navy, sales of products for the U.S. Navy comprised approximately 50 percent of net sales for the same period. Additionally, a regional commercial lighting retrofit company located in California accounted for approximately 10 percent of net sales for the three months ended March 31, 2018.

~~A regional commercial lighting retrofit company located in Texas, our primary distributor for the U.S. Navy,~~12% and ~~a primary shipbuilder for the U.S. Navy, accounted for approximately 34 percent, 19 percent, and 14 percent~~44% of net trade accounts receivable, respectively, at March 31, ~~2019.~~2020. At December 31, ~~2018,~~2019, our primary distributor for the U.S. Navy accounted for approximately ~~40 percent~~10% of net trade accounts receivable and a large regional retrofit company accounted for 41% of our net trade accounts receivable.

~~In June 2016, the FASB issued ASU No.~~ 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,, which significantly changes the accounting for credit losses on instruments within its scope. The new guidance introduces an approach based on expected losses to estimate credit losses on certain financial instruments, including trade receivables, and requires an entity to recognize an allowance based on its estimate of expected credit losses rather than incurred losses. ~~This~~For smaller reporting companies, this standard will be effective for interim and annual periods ~~beginning~~starting after December 15, ~~2019,~~2022 and will generally require adoption on a modified retrospective basis. We are in the process of evaluating the impact of the standard.

~~ENERGY FOCUS, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2019~~

~~(Unaudited)~~

~~Adoption of recent accounting pronouncement~~

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842), which supersedes the current lease accounting requirements. Additionally, in July 2018, the FASB issued ASU No. 2018-11,~~ ~~Leases (Topic 842): Targeted Improvements~~, which simplifies adoption of Topic 842 by allowing an additional transition method that will not require restatement of prior periods and providing a new practical expedient for lessors to avoid separating lease and non-lease components within a contract if certain criteria are met (provisions of which must be elected upon adoption of Topic 842). The new standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. It also requires lessees to disclose certain key information about lease transactions. Upon implementation, an entity’s lease payment obligations will be recognized at their estimated present value along with a corresponding right-of-use asset. Lease expense recognition will be generally consistent with current practice.

The Company adopted this guidance as of January 1, 2019 using the required modified retrospective method with the non-comparative transition option. The Company applied the transitional package of practical expedients allowed by the standard to not reassess the identification, classification and initial direct costs of leases commencing before this ASU’s effective date. The Company also applied the lease term and impairment hindsight transitional practical expedients. The Company has chosen to apply the following accounting policy practical expedients: to not separate lease and non-lease components to new leases as well as existing leases through transition; and the election to not apply recognition requirements of the guidance to short-term leases.

The results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with legacy generally accepted accounting principles.

On adoption, we recognized additional operating lease liabilities of approximately $2.9 million, with corresponding right-of-use assets based on the present value of the remaining minimum rental payments under prior leasing standards for our existing operating leases. The operating lease right-of-use assets recorded upon adoption were offset by the carrying value of liabilities previously recorded under Topic 420 and impairment charges totaling $273 thousand and $186 thousand, respectively.

~~Refer to Note 6, “Leases” below for additional disclosures relating to the Company’s leasing arrangements.~~

~~On January 1, 2018, we adopted ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~, as amended by subsequently issued additional guidance (together, “ASC 606”) using the modified retrospective method. The adoption of ASC 606 did not have a material impact on our consolidated financial position or results of operations, as our revenue arrangements generally consist of a single performance obligation to transfer promised goods at a fixed price.

~~ENERGY FOCUS, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2019~~

~~(Unaudited)~~

Our trade accounts receivable consists of amounts billed to and currently due from customers. Our customers are concentrated in the United States. In the normal course of business, we extend unsecured credit to our customers related to the sale of our products. Credit is extended to customers based ~~upon~~on an evaluation of the customer’s financial condition and

ENERGY FOCUS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2020

(Unaudited)

the amounts due are stated at their estimated net realizable value. During the first eleven months of 2019 we evaluated and monitored the creditworthiness of each customer on a case-by-case basis. However, during December 2019 we transitioned to an account receivable insurance program with a high credit worthy insurance company where we have the large majority of the accounts receivable insured with a portion of self-retention. This third party also provides credit-worthiness ratings and metrics that significantly assists us in evaluating the credit worthiness of both existing and new customers. We maintain ~~an allowance~~allowances for sales returns and doubtful accounts receivable to provide for the estimated ~~amount~~number of account receivables that will not be collected. The allowance is based on an assessment of customer creditworthiness and historical

payment experience, the age of outstanding receivables, and performance guarantees to the extent applicable. Past due amounts are written off when our internal collection efforts have been ~~unsuccessful.~~ unsuccessful, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. We do not generally require collateral from our customers.

Our standard payment terms with customers are net 30 days from the date of shipment, and we do not generally offer extended payment terms to our customers, but exceptions are made in some cases to ~~major~~certain customers or with particular orders. Accordingly, we do not adjust trade accounts receivable for the effects of financing, as we expect the period between the transfer of product to the customer and the receipt of payment from the customer to be in line with our standard payment terms.

The following table presents a reconciliation of basic and diluted loss per share computations (in thousands):


	Three months ended March 31,
	2020		2019
Numerator:
Net loss	$	(541)	$	(2,865)

Denominator:
Basic weighted average common shares outstanding	15,430		12,126

ENERGY FOCUS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, ~~2019~~2020

(Unaudited)

~~The following is a reconciliation of the numerator and denominator of the basic and diluted net loss per share computations for the periods presented below (in thousands):~~

Through March 31, 2016, we warranted finished goods against defects in material and workmanship under normal use and service for periods generally between one and five years. Beginning April 1, 2016, we warrant our commercial Tubular LED ~~tubes, globes, and~~Lamps, (“ TLEDs”), excluding RedCap^®, our Battery Backup TLED, the troffer luminaires, and certain Globe Lights for a period of ten years and all other LED products for five years per the Terms and Conditions outlined on our website. Beginning in October 2019, TLEDs (excluding Red Caps^®) are warranted for ten years and the warranty for all of our other products is five years. Warranty settlement costs consist of actual amounts expensed for warranty, which are largely a result of the cost of replacement products provided to our customers. A liability for the estimated future costs under product warranties is maintained for products ~~outstanding~~ under warranty based on the actual claims incurred to date and the estimated nature, frequency, and costs of future claims. These estimates are inherently uncertain and changes to our historical or projected experience may cause material changes to our warranty reserves in the future. We continuously review the assumptions related to the adequacy of our warranty reserve, including product failure rates, and make adjustments to the existing warranty liability when there are changes to these estimates or the underlying replacement product costs, or the warranty period expires. ~~Extending the warranty did not have a material impact on our condensed consolidated financial statements in 2018 or for the three months ended March 31, 2019.~~ The following table summarizes warranty activity for the periods presented (in thousands):


	Three months ended March 31,
	2020		2019
Balance at beginning of period	$	195	$	258
Warranty accruals for current period sales	7		12
Adjustments to existing warranties	44		89
In kind settlements made during the period	(6)		(7)
Accrued warranty reserve	$	240	$	352

Financial Instruments

In January 2020, we completed a registered direct offering for the sale of3,441,803 shares of our common stock to certain institutional investors, at a purchase price of $0.674 per share. We also sold, to the same institutional investors, warrants to purchase up to 3,441,803 shares of common stock at an exercise price of $0.674 per share in a concurrent private placement for a purchase price of $0.125 per warrant. We paid the placement agent commissions of $193 thousand plus $50 thousand in expenses in connection with the registered direct offering and the concurrent private placement, and we also paid legal, accounting and other fees of $231 thousand related to the offering. Total offering costs of $474 thousand have been presented as a reduction of additional paid-in capital and have been netted within equity. In addition, we issued warrants to the placement agent to purchase up to 240,926 shares of common stock at an exercise price of $0.9988 per share. Net proceeds to us from the sale of common stock and warrants (the “January 2020 Equity Offering”) were approximately $2.3 million. In accordance with the terms of the Iliad Note, 10% of the gross proceeds from the January 2020 Equity Offering ($275 thousand) were used to make payments on the Iliad Note, of which $226 thousand went towards the outstanding principal amount.

The warrants have been classified as liabilities, as opposed to equity, due to the potential adjustment to the exercise price that could result upon late delivery of the shares or potential cash settlement and are recorded at their fair values at each balance sheet date. Please also refer to Note 9, “Stockholder’s Equity”.

Fair Value Measurements

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority

Three months ended
March 31,
2019 2018
Balance at beginning of period $ 258
$ 174
Warranty accruals for current period sales 12
8
Adjustments to existing warranties 89
(1 )
In kind settlements made during the period (7 ) (40 )
Accrued warranty reserve $ 352
$ 141

~~NOTE 3. RESTRUCTURING~~

During the first quarter 2019, we implemented phased actions to reduce costs in order to minimize cash usage while continuing to pursue strategic alternatives. The actions taken were limited to an initial phase while the options under strategic review were considered and evaluated, including the issuance of subordinated convertible notes as discussed in Note 7, “Debt.”

ENERGY FOCUS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, ~~2019~~2020

(Unaudited)

~~Our initial actions included the elimination of~~to unobservable inputs (Level 3 measurements). The three ~~positions, restructuring~~levels of the ~~sales organization and incentive plan, flattening~~fair value hierarchy are described below. We classify the inputs used to measure fair value into the following hierarchy:


Level 1			Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2			Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
Level 3			Unobservable inputs for the asset or liability.

The following table provides a summary of the ~~senior management team, additional operational streamlining, management compensation reductions,~~financial assets and ~~outsourcing~~liabilities measured at fair value on a recurring basis as of ~~certain functions including warehousing and marketing. In connection with these actions, we recorded severance and related benefits charges of $0.1 million during the three months ended~~ March 31, ~~2019. Following~~2020 (in thousands):


			Fair Value Measurements at March 31, 2020 Using
	Balance as of		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Description	March 31, 2020
Warrant liabilities	$	763	$	—	$	—	$	763

A financial instrument’s level within the ~~executive transition~~fair value hierarchy is based on the lowest level of any input that ~~occurred~~is significant to the fair value measurement. In determining the appropriate levels, we perform a detailed analysis of the assets and liabilities whose fair value is measured on ~~April 1, 2019, we expect~~a recurring basis. We review and reassess the fair value hierarchy classifications on a quarterly basis. Changes from one quarter to ~~incur additional restructuring charges totaling approximately $0.1 million during~~ the ~~second quarter~~next related to the observability of ~~2019. These additional restructuring charges primarily relate~~inputs in a fair value measurement may result in a reclassification between fair value hierarchy levels. There were no reclassifications for all periods presented.

The estimated fair value of warrants accounted for as liabilities, representing a level 3 fair value measure, was determined on the issuance date and subsequently marked to ~~severance~~market at each financial reporting date. We use the Black-Scholes valuation model to value the warrant liabilities at fair value. The fair value is estimated using the expected volatility based on our historical volatility and ~~related benefits charges~~is determined using probability weighted-average assumptions, when appropriate.

The following inputs were used at March 31, 2020:

Expected

Risk-Free

Expected

Volatility

Interest Rate

Life

Warrants with greater than one-year remaining term

97.05%

0.34% - 0.36%

4.29 - 4.79 years

A roll-forward of fair value measurements using significant unobservable inputs (Level 3) for the warrants is as ~~a result of eliminating nine positions, as well as costs associated with closing our offices in San Jose, California and Taipei, Taiwan.~~follows (in thousands):


	Three months ended March 31, 2020
Balance January 1, 2020	$	—
Issuance of warrants January 2020	1,636

Income from change in fair value of warrants	(873)
Balance March 31, 2020	$	763

NOTE 3. RESTRUCTURING

For the three months ended March 31, ~~2018,~~2020, we recorded net restructuring credits ~~totaling~~of approximately ~~$50~~$14 thousand, ~~primarily~~ related to the ~~revision of our initial estimates of the cost~~costs and offsetting sublease income and accretion expense for the remaining lease obligation for ~~the~~our former New York, New York office. For additional information regarding the restructuring actions taken as part of the 2017 and 2019 restructuring ~~plan,~~plans, please refer to Note 3, “Restructuring,” included under Item 8 of our ~~2018~~2019 Annual Report.

Our restructuring liabilities consist of estimated ongoing costs related to long-term operating lease ~~obligations.~~obligations, which the Company has exited. The recorded value of the ongoing lease obligations is based on the remaining lease term and payment amount, discounted to present value. Changes in subsequent periods resulting from a revision to either the timing or the

ENERGY FOCUS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2020

(Unaudited)

amount of estimated cash flows over the future period are measured using the credit adjusted, risk free rate that was used to measure the restructuring liabilities initially. Please also refer to Note 6, “Leases” as certain amounts formerly included below in the restructuring reserve as of December 31, 2018, have been reclassified on the balance sheet to be shown netted against the restructured lease, right-of-use asset in accordance with Topic 842..

The following is a reconciliation of the beginning and ending balances of our restructuring liability as it relates to the 2017 and 2019 restructuring ~~plan~~plans (in thousands):


	Restructuring Liability
Balance at December 31, 2019	$	38
Accretion of lease obligations	1
Payments	(8)
Balance at March 31, 2020	31

Facilities
Balance at December 31, 2018 $ 350
Accretion of lease obligations (11 )
Reclassification upon adoption of Topic 842 (273 )
Balance at March 31, 2019 $ 66

AtThe following is a reconciliation of the ending balance of our restructuring liability at March 31, ~~2019, we had $3.9 million in cash and cash equivalents and total debt of $3.4 million, including $1.7 million outstanding on~~2020 to the revolving credit facility we entered into on December 11, 2018 and $1.7 million in subordinated convertible notes we entered into on March 29, 2019. Please refer to Note 7, “Debt” for more information on the additional financing we received on March 29, 2019 to fund our near-term operations.balance sheet:


	Restructuring Liability
Balance at March 31, 2020	$	31
Less, short-term restructuring liability	24
Long-term restructuring liability, included in other liabilities	$	7

As a result of the restructuring actions and initiatives described above, we have reduced our operating expenses to be more commensurate with our sales ~~volumes, however,~~volumes. However, we continue to incur losses and have a substantial accumulated deficit, and

substantial doubt about our ability to continue as a going concern continues to exist at March 31, ~~2019.~~2020.

Since the executive transition on April 1, 2019, we have continued to evaluate and assess strategic options as we seek to achieve ~~a profitable business model and maximize value for our stockholders. Our plans~~profitability. We plan to achieve profitability ~~include~~through growing our sales by continuing to ~~develop new technologies into sustainable product lines~~execute on our multi-channel sales strategy that ~~allow us to effectively compete to expand our customer base, execute~~targets key verticals such as government, healthcare, education and commercial and industrial, complemented by our marketing outreach campaigns, channel partnerships, and additional sales ~~plans, and~~from a new e-commerce platform, which we plan to launch in the second quarter of 2020. We also plan to continue to ~~improve~~develop advanced lighting and lighting control technologies and introduce impactful new products such as the EnFocus™, a breakthrough lighting control platform we officially launched during the second quarter of 2020. In addition, we continue to apply rigorous and financial disciplines in our organizational structure, business processes and policies, and supply chain practices to help accelerate our path towards profitability.

As described in Note 9, we also raised approximately $2.3 million of net proceeds upon the issuance of common stock and ~~organizational structure.~~ warrants under the January 2020 Equity Offering

The restructuring and cost cutting initiatives implemented during ~~2017 and~~ 2019 as well as the January 2020 equity offering that significantly strengthened our balance sheet were designed to allow us to effectively execute ~~this strategy; however,~~these strategies. However, our efforts may not occur as quickly as we envision or be successful, due to the long sales cycle in our industry, the corresponding time required to ramp up sales from new products and markets into this sales cycle, the timing of introductions of additional new products, significant competition, ~~and~~ potential sales volatility given our customer concentration, and the recent and lingering economic impact from COVID-19 pandemic, among other factors. As a result, we will continue to review and pursue selected external funding sources to ensure adequate financial resources to execute across the timelines required to achieve these objectives including, but not limited to, the following:

•obtaining financing from traditional or non-traditional investment capital organizations or individuals; ~~and~~

~~ENERGY FOCUS, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2019~~

~~(Unaudited)~~

•obtaining funding from the sale of our common stock or other equity or debt ~~instruments.~~instruments; and

•obtaining debt financing with lending terms that more closely match our business model and capital needs.

There can be no assurance that we will obtain funding on acceptable terms, in a timely fashion, or at all. Obtaining additional funding contains risks, including:

•additional equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for current stockholders and have rights, preferences and privileges senior to

ENERGY FOCUS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2020

(Unaudited)

our common stock;

•loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants, conversion features, refinancing demands, and control or revocation provisions, which are not acceptable to management or our board of directors; and

•the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt financing.

If we fail to obtain the required additional financing to sustain our business before we are able to produce levels of revenue to meet our financial needs, we will need to delay, scale back or eliminate our business plan and further reduce our operating costs and headcount, each of which would have a material adverse effect on our business, future prospects, and financial condition. A lack of additional funding could also result in our inability to continue as a going concern and force us to sell certain assets or discontinue or curtail our operations and, as a result, investors in the Company could lose their entire investment.

Considering both quantitative and qualitative information, we continue to believe that the combination of our plans to obtain additional ~~financing, restructuring~~external funding , timely reorganizational actions, ~~noted above,~~ current financial position, liquid resources, obligations due or anticipated within the next year, ~~executive reorganization,~~development and implementation of an excess inventory reduction plan, application and successful acquisition of a Payroll Protection Plan (“PPP”) loan during April 2020, plans and initiatives in our R&D, product development and sales ~~strategy,~~and marketing, development of potential channel partnerships, if adequately executed, will provide us with an ability to finance our operations through ~~2019~~the next twelve months and will mitigate the substantial doubt about our ability to continue as a going concern.

On May 15, 2019, we received a letter from the Nasdaq Stock Market (“NASDAQ”) advising us that for 30 consecutive trading days preceding the date of the letter, the bid price of our common stock had closed below the $1.00 per share minimum required for continued listing on ~~the The Nasdaq Capital Market~~NASDAQ pursuant to listing ~~rules, and therefore~~rules. Therefore, we could be subject to delisting if we did not regain compliance within the compliance period ~~(or~~or extend the compliance period ~~as may be extended). We continue to monitor~~by filing for an extension. On October 15, 2019, the Company formally requested a 180-day extension beginning November 12, 2019 and ~~evaluate our~~is evaluating options to ~~cure this deficiency within~~regain compliance.

On April 16, 2020, NASDAQ announced that, in response to the COVID-19 pandemic and related extraordinary market conditions, it is providing temporary relief through June 30, 2020 from, among other rules, the $1.00 minimum bid price rule. As a result, Energy Focus has until July 24, 2020 to come into compliance ~~period.~~with the $1.00 minimum bid price rule. Energy Focus is evaluating its options to come into compliance, including, in the discretion of its board of directors, effectuating a reverse stock split of its common stock at a ratio of at least 1-for-2 and up to 1-for-20, which discretionary reverse stock split has been approved by Energy Focus’ stockholders, provided it occurs no later than June 17, 2020.

NOTE 4. INVENTORIES

Inventories are stated at the lower of standard cost (which approximates actual cost determined using the first-in, first-out cost method) or net realizable value, and consist of the following (in thousands):


	March 31, 2020		December 31, 2019
Raw materials	$	3,019	$	4,064
Finished goods	5,248		5,749
Reserves for excess, obsolete, and slow-moving inventories	(3,567)		(3,645)
Inventories, net	$	4,700	$	6,168

March 31,
2019 December 31,
2018
Raw materials $ 4,019
$ 4,041
Finished goods 7,608
8,229
Reserves for excess, obsolete, and slow moving inventories and valuation reserves - Raw Materials (901 ) (1,261 )
Reserves for excess, obsolete, and slow moving inventories and valuation reserves - Finished Goods (2,475 ) (2,951 )
Inventories, net $ 8,251
$ 8,058

ENERGY FOCUS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2020

(Unaudited)

NOTE5.PROPERTY AND EQUIPMENT ~~AND ASSETS HELD FOR SALE~~

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the related assets and consist of the following (in thousands):


	March 31, 2020		December 31, 2019
Equipment (useful life 3 to 15 years)	$	1,297	$	1,297
Tooling (useful life 2 to 5 years)	203		203
Vehicles (useful life 5 years)	47		47
Furniture and fixtures (useful life 5 years)	137		137
Computer software (useful life 3 years)	1,028		1,028
Leasehold improvements (the shorter of useful life or lease life)	211		211
Finance lease right-of-use asset	13		13
Projects in progress	95		48
Property and equipment at cost	3,031		2,984
Less: accumulated depreciation	(2,641)		(2,595)
Property and equipment, net	$	390	$	389

~~ENERGY FOCUS, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2019~~

~~(Unaudited)~~

March 31,
2019 December 31,
2018
Equipment (useful life 3 to 15 years) $ 1,491
$ 1,511
Tooling (useful life 2 to 5 years) 371
371
Vehicles (useful life 5 years) 47
47
Furniture and fixtures (useful life 5 years) 137
137
Computer software (useful life 3 years) 1,043
1,043
Leasehold improvements (the shorter of useful life or lease life) 211
211
Finance lease right-of-use asset 13
—
Projects in progress 61
55
Property and equipment at cost 3,374
3,375
Less: accumulated depreciation (2,864 ) (2,765 )
Property and equipment, net $ 510
$ 610

Depreciation expense was ~~$0.1 million~~$46 thousand and ~~$0.2 million the three months ended March 31, 2019 and 2018, respectively.~~

During the first quarter of 2018, we completed the sale of the equipment that we previously classified as held for sale. We received net proceeds from the sale of $0.2 million and recognized a gain on the sale of approximately $18$105 thousand for the three months ended March 31, ~~2018. The gain on the sale is classified on our Condensed Consolidated Statements of Operations under the caption, “Other (income) expense.”~~2020 and 2019, respectively.

NOTE 6. LEASES

The Company leases certain equipment, manufacturing, warehouse and office space under non-cancellable operating leases expiring through 2024 under which it is responsible for related maintenance, taxes and insurance. The Company has one finance lease containing a bargain purchase option upon expiration of the lease in 2022. The lease term consists of the non-cancellable period of the lease, periods covered by options to extend the lease if the Company is reasonably certain to exercise the option, and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise the option. The present value of the remaining lease obligation for these leases was calculated using an incremental borrowing rate (“IBR”) of 7.25%, which was the Company’s borrowing rate on ~~the~~its revolving credit agreement signed on December 11, 2018. The weighted average remaining lease term for operating, restructuring and finance leases is ~~three~~2.3 years, ~~two~~1.3 years, and ~~three~~2.0 years, respectively.

The Company ~~has two~~had one restructured ~~leases~~lease with sub-lease ~~components~~component for the New York, New York ~~and Arlington, Virginia offices~~office that ~~were~~was closed in 2017. The ~~New York, New York~~ lease expires in ~~2021 and the Arlington, Virginia lease expires in 2019. At the “cease use” date in 2017, the Company recorded the present value~~2021. As part of the ~~future minimum payments under~~lease agreement there was $0.3 million in restricted cash in other long-term assets on the ~~leases~~accompanying Condensed Consolidated Balance Sheets as of March 31, 2020 and ~~costs that continue to be incurred with no economic benefit to~~December 31, 2019 which represents collateral against the ~~Company in accordance with Topic 420,~~ ~~Exit and Disposal Costs. The Company entered into sub-leases for both offices and included the estimated sub-lease payments~~related letter of credit issued as ~~an offset to the remaining lease obligations, as required by Topic 420. In adopting Topic 842, the carrying value~~part of ~~the aforementioned net liabilities has been reclassified as a reduction of the~~this agreement.

The restructured lease ~~right-of-use asset, which totaled $273 thousand as of January 1, 2019.~~

~~The restructured leases~~ and ~~sub-leases~~sub-lease were not scoped out of the requirements of Topic 842 and were evaluated for impairment in accordance with the asset impairment provisions of ASC 360, Property, Plant and Equipment (“Topic ~~360.~~360”). The Company concluded its net right-of-use assets were not ~~impaired.~~impaired and the carrying amount approximates expected sublease income in future years as of March 31, 2020. The Company continues to carry certain immaterial operating expenses associated with ~~these leases~~this lease as restructuring liabilities and will continue to accrete those liabilities in accordance with Topic 420, as has been done since the cease use date in 2017.

~~Due~~ For additional information regarding treatment of leases please refer to ~~the continued net losses, going concern, and~~Note 6 “Leases.” included under Item 8 of our 2019 ~~restructuring actions discussed in Note 3, “Restructuring,” the Company also evaluated its Solon, Ohio operating lease right-of-use asset for potential impairment under Topic 360. As a result~~

Annual Report.

ENERGY FOCUS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, ~~2019~~2020

(Unaudited)

of this evaluation, the Company determined that the operating lease right-of-use asset for the Solon, Ohio operating lease was impaired upon the adoption of Topic 842. Therefore, the Company recorded an impairment of this right-of-use asset of approximately $0.2 million, with a corresponding offset to accumulated deficit as of January 1, 2019.

Components of the operating, restructured and finance lease costs recognized in net loss for the ~~first quarter of~~three months ended March 31, 2020 and 2019, were as follows (in thousands):


	Three months ended March 31,
	2020		2019
Operating lease cost (income):
Sublease income	$	(25)	$	(25)
Lease cost	152		147
Operating lease cost, net	127		122

Restructured lease cost (income):
Sublease income	(68)		(112)
Lease cost	61		109
Restructured lease cost, net	(7)		(3)

Finance lease cost
Interest of lease liabilities	—		1
Finance lease cost, net	—		1

Total lease cost, net	$	120	$	120

Three months ended
March 31,
2019

Operating lease cost
   Sublease income $ (25 )
   Lease cost 147
      Operating lease cost, net 122

Restructured lease cost
   Sublease income (112 )
   Lease cost 109
      Restructured lease cost, net (3 )

Finance lease cost
   Interest on lease liabilities 1
      Finance lease cost, net 1

Total lease cost $ 120

~~ENERGY FOCUS, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2019~~

~~(Unaudited)~~

Supplemental balance sheet information related to the Company’s operating and finance leases as of March 31, 2020 and December 31, 2019 are as follows (in thousands):


	March 31, 2020		December 31, 2019
Operating Leases
Operating lease right-of-use assets	$	1,179	$	1,289
Restructured lease right-of-use assets	268		322
Operating lease right-of-use assets, total	1,447		1,611

Operating lease liabilities	1,337		1,480
Restructured lease liabilities	410		488
Operating lease liabilities, total	1,747		1,968

Finance Leases
Property and equipment	13		13
Allowances for depreciation	(7)		(5)
Finance lease assets, net	6		8

Finance lease liabilities	6		6
Total finance lease liabilities	$	6	$	6

March 31,
2019

Operating Leases
Operating lease right-of-use assets $ 1,682
Restructured lease right-of-use assets 563
   Operating lease right-of-use assets, total 2,245

Operating lease liabilities 1,867
Restructured lease liabilities 810
   Operating lease liabilities, total 2,677

Finance Leases
Property and equipment 13
Allowances for depreciation (4 )
   Finance lease assets, net 9

Finance lease liabilities 8
        Total finance lease liabilities $ 8

ENERGY FOCUS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2020

(Unaudited)

Future minimum lease payments required under operating, restructured and finance leases for each of the 12-month rolling periods below in effect at March 31, ~~2019~~2020 are as ~~follows:~~follows (in thousands):


	Operating Leases		Restructured Leases		Restructured Leases Sublease Payments		Finance Lease
April 2020 to March 2021	$	621	$	342	$	(273)	$	3
April 2021 to March 2022	644		86		(68)		3
April 2022 to March 2023	172		—		—		—
April 2023 to March 2024	13		—		—		—

Total future undiscounted lease payments	1,450		428		(341)		6
Less imputed interest	(113)		(18)		14		—
Total lease obligations	$	1,337	$	410	$	(327)	$	6

Supplemental cash flow information related to leases for the three months ended March 31, 2020 and 2019, was as follows (in thousands):


	Three months ended March 31,
	2020		2019
Supplemental cash flow information
Cash paid, net, for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	135	$	122
Operating cash flows from restructured leases	$	17	$	(3)
Financing cash flows from finance leases	$	1	$	1

NOTE 7. DEBT

Credit facilities

Borrowings under the Company’s revolving line of credit (“Credit Facility”) with Austin Financial Serviceswere $0.8 million at March 31, 2020 and $0.7 million at December 31, 2019 and are recorded in the Condensed Consolidated Balance Sheets as a current liability under the caption, “Credit line borrowings.” Outstanding balances include unamortized net issuance costs totaling $0.1 million for March 31, 2020 and December 31, 2019, respectively.

The Credit Facility is secured by a lien on our assets. Interest on advances under the line is due monthly at the “Prime Rate,” as published by the Wall Street Journal from time to time, plus a margin of 2%. The borrowing rate as of March 31, 2020 and December 31, 2019 was 5.25% and 6.75%, respectively. Overdrafts are subject to a 2% fee. Additionally, an annual facility fee of 1% on the entire $5.0 million amount of the Credit Facility is due at the beginning of each of the three years and a 0.5% collateral management fee on the average outstanding loan balance is payable monthly. We paid Austin the first year’s fee when the Credit Facility was signed and the second year’s fee in December of 2019. Refer to Note 9 included under Item 8 of our 2019 Annual Report.

Convertible Notes

On March 29, 2019, we raised $1.7 million (before transaction expenses) from the issuance of $1.7 million in principal amount of subordinated convertible promissory notes to certain investors (the “Convertible Notes”). The Convertible Notes had a maturity date of December 31, 2021 and bore interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% thereafter. Pursuant to their terms, on January 16, 2020 following approval by our stockholders of certain amendments to our certificate of incorporation, the principal amount of all of the Convertible Notes,the accumulated interest thereon ($0.1 million) and unamortized issuance costs at the date of conversion ($0.04 million), which totaled $1.8 million converted at a conversion price of $0.67 per share into an aggregate of 2,709,018 shares of the Company’s Series A

Operating Leases Restructured Leases Restructured Leases Sublease Payments Finance Lease
April 2019 to March 2020 $ 636
$ 441
$ (359 ) 3
April 2020 to March 2021 636
342
(273 ) 3
April 2021 to March 2022 633
86
(68 ) 3
April 2022 to March 2023 170
—
—
—
April 2023 to March 2024 17
—
—
—
Total future undiscounted lease payments 2,092
869
(700 )
9
Less imputed interest (225 ) (59 ) 47
(1 )
Total lease obligations $ 1,867
$ 810
$ (653 ) $ 8

ENERGY FOCUS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, ~~2019~~2020

(Unaudited)

Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), which is convertible on a one-for-one basis into shares of our common stock.

~~Supplemental cash flow information related to leases for the first quarter of 2019 was as follows (in thousands):~~

Three months ended
March 31,
2019
Supplemental cash flow information
Cash paid, net, for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 122
Operating cash flows from restructured leases $ (3 )
Financing cash flows from finance leases $ 1

As of March 31, 2019, borrowings under our revolving line of credit (“Credit Facility”) with Austin Financial Services were $1.7 million and are recorded in the Consolidated Balance Sheets as a current liability under the caption, “Credit line borrowings.” Unamortized debt issuance costsThe purchase agreement related to the ~~Credit Facility were $0.1~~Convertible Notes contain customary representations and warranties and provide for resale registration rights with respect to the shares of our common stock issuable upon conversion of the Series A Preferred Stock. Please also refer to Note 9, “Stockholder’s Equity”.

On November 25, 2019, we entered into a note purchase agreement (“the Iliad Note Purchase Agreement”) with Iliad Research and Trading, L.P. (“Iliad”) pursuant to which the Company sold and issued to Iliad a promissory note in the principal amount of approximately $1.3 million (“Iliad Note”). The Iliad Note was issued with an original issue discount of $142 thousand and Iliad paid a purchase price of $1.1 million for the issuance of the Iliad Note, after deduction of $15 thousand of Iliad transaction expenses.

The Iliad Note has a maturity date of November 24, 2021 and accrues interest at 8% per annum, compounded daily, on the outstanding balance. The Company may prepay the amounts outstanding under the Iliad Note at a premium, which is 15% during the first year and 10% during the second year. Beginning in May 2020, Iliad may require the Company to redeem up to $150 thousand of the Iliad Note in any calendar month. The Company has the right on three occasions to defer all redemptions that Iliad could otherwise require the Company to make during any calendar month. Each exercise of this deferral right by the Company will increase the amount outstanding under the Iliad Note by 1.5%.

The total liability for the Iliad Note Purchase Agreement, net of discount and financing fees, was $0.9 million at March 31, 2020 and $1.0 million at December 31, 2019. ~~These~~Unamortized loan discount and debt issuance costs ~~are recorded as current~~were $0.2 million at March 31, 2020 and ~~long-term assets on~~December 31, 2019.

In the ~~Consolidated Balance Sheets and have not been netted against~~event our common stock is delisted from NASDAQ, the ~~liability due to immateriality. The borrowing rate~~amount outstanding under the Iliad Note will automatically increase by 15% as of ~~March 31, 2019 was 7.50%. At March 31, 2019, we had $0.6 million available for us~~the date of such delisting.

Pursuant to ~~borrow under~~ the Credit Facility. Additional information regarding our Credit Facility is included in Note 9, “Debt” to our Annual Report on Form 10-K for the year ended December 31, 2018 which was filed with the SEC on April 1, 2019.

~~On March 29, 2019, the Company entered into a~~Iliad Note Purchase Agreement ~~with Fusion Park LLC, F&S Electronic Technology (HK) Co., Ltd, Brilliant Start Enterprise Inc., Vittorio Viarengo~~ and ~~Amaury Furmin (collectively~~ the ~~“Investors”) for~~Iliad Note, we have, among other things, agreed that, until the ~~purchase~~Iliad Note is repaid:

•10% of ~~an aggregate $1.7 million in subordinated convertible promissory notes (the “Notes”). The Notes, which were issued~~gross proceeds the Company receives from the sale of our common stock or other equity must be paid to Iliad and will be applied to reduce the Investors on March 29, 2019 and amended on May 29, 2019, have a maturity date of December 31, 2021 and bear interest at a rate of 5 percent per annum until June 30, 2019, and at a rate of 10 percent thereafter. The outstanding principal amount of each Note, together with accrued interest (such principal and interest, the “Aggregate Outstanding Amount”), is convertible into shares of Series A Preferred Stock at a “Conversion Rate” determined by the arithmetic averagebalance of the ~~volume-weighted average closing price~~Iliad Note (the failure to make such a prepayment is not an event of default under the ~~Common Stock measured over~~Iliad Note, but will increase the amount then outstanding under the Iliad Note by 10%); and

•unless agreed to by Iliad, we will not engage in certain financings that involve the issuance of securities that include a ~~specified ten-trading-day period that ended on April 16, 2019,~~conversion rights in which ~~equaled $0.67 per share. To calculate~~ the number of shares of ~~Series A Preferred Stock into which each Note~~common stock that may ~~convert,~~be issued pursuant to such conversion right varies with the ~~Aggregate Outstanding Amount~~market price of ~~such~~our common stock (a “Restricted Issuance”); provided, however, if Iliad does not agree to a Restricted Issuance, the Company may on up to three occasions make the Restricted Issuance anyway, but the outstanding balance of the Iliad Note will ~~be divided by~~increase 3% on each occasion the ~~Conversion Rate.~~Company exercises its right to make the Restricted Issuance without Iliad’s agreement.

The Notes will automatically convert into shares of Series A Preferred Stock at the conversion rate on the first business day following the date that the Company’s stockholders approve the transactions contemplated by the Notes, including (a) the issuance of shares of Common Stock upon conversion of the shares of Series A Preferred Stock in excess of the number of shares of Common Stock permitted by NASDAQ Marketplace Rules, and (b) the increase in the number of authorized and available shares of Series A Preferred Stock pursuant to the Company’s Certificate of Incorporation, as amended.

~~The Company has accounted for this equity-linked hybrid instrument in~~In accordance with ~~applicable U.S. GAAP and, per analysis of~~ the terms of the ~~agreement, has determined it~~Iliad Note, 10% of the gross proceeds from the January 2020 Equity Offering ($275 thousand) were used to ~~be a debt-related instrument that does not require~~make payments on the ~~equity-linked component~~Iliad Note, of which $226 thousand went towards the outstanding principal amount.

Upon the occurrence of an event of default under the Iliad Note, Iliad may accelerate the date for the repayment of the amount outstanding under the Iliad Note and increase the amount outstanding by an amount ranging from 5% to ~~be bifurcated. The Company has recorded~~15%, depending on the ~~Notes as short-term debt at cost~~nature of the default. Certain insolvency and bankruptcy related events of default will result in the automatic acceleration of the amount ~~of $1.7 million, as we expect~~outstanding under the ~~Notes to convert in less than 12 months. The issuance costs~~Iliad Note and the outstanding amount due will be ~~deferred and amortized until such time as~~automatically increased by 5%. After the ~~Notes convert. Unamortized debt issuance costs were $28 thousand at March 31, 2019. These costs are recorded as current and long-term assets~~occurrence of an event of default, Iliad may elect to have interest accrue on the ~~Consolidated Balance Sheets and have not been netted against the liability due to immateriality.~~Iliad Note at a rate per annum of 22%, or such lesser rate as permitted under applicable law.

ENERGY FOCUS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, ~~2019~~2020

(Unaudited)

As a result of the operating loss incurred during each of the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, and after the application of the annual limitation set forth under Section 382 of the Internal Revenue Code (“IRC”), it was not necessary to record a provision for U.S. federal income tax or various states income taxes.

At March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, we had a full valuation allowance recorded against our deferred tax assets.

The valuation allowance was recorded due to uncertainties related to our ability to realize the deferred tax assets, primarily consisting of certain net operating loss carry-forwards. The valuation allowance is based on management’s estimates of taxable income by jurisdiction and the periods over which the deferred tax assets will be recoverable.

At December 31, ~~2018,~~2019, we had a net operating loss carry-forward of approximately ~~$100.5~~$108.8 million for ~~U.S.~~ federal income tax purposes ($64.5 million for state and local income tax ~~purposes.~~purposes). However, due to changes in our capital structure, approximately ~~$46.0~~$54.5 million of the ~~net operating loss carry-forward~~$108.8 million is available ~~to offset future taxable income, and~~ after the application of ~~the limitations found under~~IRC Section 382 limitations. As a result of the ~~IRC, we expect~~Tax Cuts and Jobs Act of 2017 (“Act”), net operating loss carry-forwards generated in tax years beginning after December 31, 2017 can only offset 80% of taxable income and can be carried forward indefinitely. The $8.3 million and $8.7 million in net operating losses generated in 2019 and 2018 will be subject to ~~have approximately $46.0 million of this amount available for use in 2019.~~the new limitations under the Act. If not ~~used, these~~utilized, the carry-forwards generated prior to December 31, 2017 of $37.3 million will begin to expire in 2021 for federal purposes and have begun to expire for state and local purposes. For a full discussion of the estimated restrictions on our utilization of net operating loss carry-forwards, please refer to Note 12, “Income Taxes,” included under Item 8 of our ~~2018~~2019 Annual Report.

NOTE 9.STOCKHOLDERS’ EQUITY

Pursuant to the Series A Certificate of Designation, each holder of outstanding shares of Series A Preferred Stock is entitled to vote with holders of outstanding shares of common stock, voting together as a single class, with respect to any and all matters presented to the stockholders of the Company for their action or consideration, except as provided by law. In any such vote, each share of Series A Preferred Stock shall be entitled to a number of votes equal to 55.37% of the number of shares of common stock into which such share of Series A Preferred Stock is convertible.

ENERGY FOCUS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2020

(Unaudited)

Issuance of Common Stock and Warrants

In January 2020, we completed a registered direct offering for the sale of 3,441,803 shares of our common stock to certain institutional investors, at a purchase price of $0.674 per share. We also sold, to the same institutional investors, warrants to purchase up to 3,441,803 shares of common stock at an exercise price of $0.674 per share in a concurrent private placement for a purchase price of $0.125 per warrant. We paid the placement agent commissions of $193 thousand plus $50 thousand in expenses in connection with the registered direct offering and the concurrent private placement and we also paid legal, accounting and other fees of $231 thousand related to the offering. Total offering costs of $474 thousand have been presented as a reduction of additional paid-in capital and have been netted within equity. In addition, we issued warrants to the placement agent to purchase up to 240,926 shares of common stock at an exercise price of $0.9988 per share. Net proceeds to us from the sale of common stock and warrants were approximately $2.3 million. In accordance with the terms of the Iliad Note, 10% of the gross proceeds from the January 2020 Equity Offering ($275 thousand) were used to make payments on the Iliad Note, of which $226 thousand went towards the outstanding principal amount.

As of March 31, 2020, we had the following outstanding non-tradeable, registered warrants to purchase shares of common stock:


	Number of Underlying Shares	Exercise Price	Expiration
Investor Warrants	3,441,803	$0.6740	January 13, 2025
Placement Agent Warrants	240,926	$0.9988	January 13, 2025
	3,682,729

Stock-based compensation

ENERGY FOCUS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2020

(Unaudited)


	Three months ended March 31,
	2020		2019
Cost of sales	$	1	$	7
Product development	1		28
Selling, general, and administrative	18		508
Total stock-based compensation	$	20	$	543

Three months ended
March 31,
2019 2018
Cost of sales $ 7
$ 9
Product development 28
25
Selling, general, and administrative 508
161
Total stock-based compensation $ 543
$ 195

Pursuant to agreements dated March 29, 2019, and effective April 1, 2019, Theodore L. Tewksbury III resigned as Chairman of the Board, Chief Executive Officer and President, and Jerry Turin resigned as Chief Financial Officer and Secretary. In accordance with their separation agreements Jerry Turin’s outstanding restricted stock units vested immediately and one-third of Theodore Tewksbury’s outstanding restricted stock units vested immediately. All stock options were cancelled. As such, the impact of the accelerated vesting and cancellation of the stock options is reflected in the tables below.

~~ENERGY FOCUS, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2019~~

~~(Unaudited)~~


	Three months ended March 31,
	2020			2019
Fair value of options issued	$	0.22		$	—
Exercise price	$	0.30		$	—
Expected life of options (in years)	6.1			0
Risk-free interest rate	0.7		%	—		%
Expected volatility	92.8		%	—		%
Dividend yield	0.0		%	0.0		%

Three months ended
March 31,
2019 2018
Fair value of options issued $ —
$ 1.74
Exercise price $ —
$ 2.46
Expected life of options (in years)

5.8
Risk-free interest rate — % 2.3 %
Expected volatility — % 84.3 %
Dividend yield 0.0 % 0.0 %


	Number of Options	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (in years)
Balance at December 31, 2019	777,153	$	1.04
Granted	431,250	0.30

Canceled/forfeited	(29,800)	0.47
Expired	—	—
Balance at March 31, 2020	1,178,603	$	0.78	8.0

Vested and expected to vest at March 31, 2020	868,008	$	0.93	7.9

Exercisable at March 31, 2020	113,353	$	4.59	5.8

Number of
Options Weighted
Average
Exercise
Price Per
Share Weighted
Average
Remaining
Contractual
Life (in years)
Balance at December 31, 2018 292,871
$ 3.78

Granted —
—

Exercised —
—

Canceled/forfeited (119,896 ) 2.23

Expired —
—

Balance at March 31, 2019 172,975
$ 4.86
5.7

Vested and expected to vest at March 31, 2019 172,462
$ 4.86
5.7

Exercisable at March 31, 2019 166,527
$ 4.92
5.6

ENERGY FOCUS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, ~~2019~~2020

(Unaudited)

Restricted stock units

A summary of restricted stock unit activity under all plans for the three months ended March 31, ~~2019~~2020 is presented as follows:


	Restricted Stock Units	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life (in years)
Balance at December 31, 2019	33,051	$	2.63
Granted	80,000	0.30
Released	(19,873)	2.72
Canceled/forfeited	—	—
Balance at March 31, 2020	93,178	$	0.61	8.7

NOTE 10.COMMITMENTS AND CONTINGENCIES

On April 17, 2020, the Company was granted a loan from KeyBank National Association in the amount of approximately $795 thousand, pursuant to the Paycheck Protection Program (the “PPP”) under Division A of the Coronavirus Aid, Relief and Economic Securities Act (the "CARES Act"), which was enacted on March 27, 2020. The loan accrues interest at a rate of 1.0% per annum and matures on April 17, 2022. The funds were received on April 20, 2020. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. The Company intends to use the entire loan amount for qualifying expenses, however there is no assurance that the Company will obtain forgiveness for any portion of the loan.

On April 16, 2020, NASDAQ announced that, in response to the COVID-19 pandemic and related extraordinary market conditions, it is providing temporary relief through June 30, 2020 from, among other rules, the $1.00 minimum bid price rule. As a result, Energy Focus has until July 24, 2020 to come into compliance with the $1.00 minimum bid price rule. Energy Focus is evaluating its options to come into compliance, including, in the discretion of its board of directors, effectuating a reverse stock split of its common stock at a ratio of at least 1-for-2 and up to 1-for-20, which discretionary reverse stock split has been approved by Energy Focus’ stockholders, provided it occurs no later than June 17, 2020.

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

the crisis. We continue to ~~believe~~monitor the potential impact of the COVID-19 outbreak. This includes evaluating the impact on our customers, suppliers, and logistics providers as well as evaluating governmental actions being taken to curtail the spread of the virus. The significance of the impact on us is still uncertain; however, a material adverse effect on our customers, suppliers, or logistics providers could significantly impact our operating results. We also plan to continue to actively follow, assess and analyze the development of the COVID-19 pandemic and stand ready to adjust our organizational structure, strategies, plans and processes to respond to the impacts from the virus spread in the timeliest manner.

Meanwhile, the Company continues to seek additional external funding ~~restructuring actions, current financial position, liquid resources, obligations due or anticipated within the next year, executive reorganization~~alternatives and ~~implementation of~~sources particularly since it has not yet achieved profitability. We plan to achieve profitability through executing on our ~~product development and~~multi-channel sales strategy ~~if adequately executed, will provide us with~~that targets key verticals such as government, healthcare, education and commercial & industrial, complemented by our marketing outreach campaigns, channel partnerships, and new sales from an ~~ability~~e-commerce platform, which we plan to ~~finance our operations through 2019 and will mitigate~~formally launch in the ~~substantial doubt about our ability~~second quarter of 2020. We also plan to continue asto develop advanced lighting and lighting control applications built upon the EnFocus^TMplatform. In addition, we intend to continue to apply rigorous and financial disciplines in our organizational structure, business processes and policies, and supply chain practices to help accelerate our path towards profitability.

At March 31, 2020, we had $2.9 million in cash, which excludes $0.3 million restricted cash held, and a ~~going concern.~~total of $1.7 million in debt, including $0.8 million outstanding on our revolving credit facility, $0.9 million relating to our Iliad Note and we had $0.8 million in warrant liability following the January 2020 Equity Offering. Additionally, at March 31, 2020, we had $1.1 million of additional availability for us to borrow under the revolving line of credit facility.


	Three months ended March 31,
	2020		2019
Net sales	100.0	%	100.0	%
Cost of sales	72.7		96.9
Gross profit	27.3		3.1

Operating expenses:
Product development	7.5		16.6
Selling, general, and administrative	53.6		70.5
Restructuring	(0.4)		4.2
Total operating expenses	60.7		91.3
Loss from operations	(33.4)		(88.2)

Other expenses (income):
Interest expense	3.5		1.4
Income from change in fair value of warrants	(23.1)		—
Other expenses	0.5		0.6

Net loss	(14.3)	%	(90.2)	%

Three months ended
March 31,
2019 2018
Net sales 100.0 % 100.0 %
Cost of sales 96.9
82.5
Gross profit 3.1
17.5

Operating expenses:
Product development 16.6
13.5
Selling, general, and administrative 70.5
56.8
Restructuring 4.2
(1.1 )
Total operating expenses 91.3
69.2
Loss from operations (88.2 ) (51.7 )

Other expenses (income):
Interest expense 1.4
—
Other expenses (income) 0.6
(0.5 )

Loss from operations before income taxes (90.2 ) (51.2 )
Provision for income taxes —
—
Net loss (90.2 )% (51.2 )%


	Three months ended March 31,
	2020		2019
Commercial	$	1,736	$	1,983
MMM products	2,047		1,194

Total net sales	$	3,783	$	3,177

Three months ended
March 31,
2019 2018
Commercial products $ 1,983
$ 2,205
Military products 1,194
2,454
Total net sales $ 3,177
$ 4,659

Net sales of ~~$3.2~~$3.8 million for the first quarter of ~~2019 decreased 31.8 percent~~2020 increased compared to the first quarter of ~~2018~~2019 primarily driven by ~~a decrease~~an increase in ~~military~~MMM product sales. Net sales of our commercial products decreased ~~10.1 percent~~in the first quarter of 2020 compared to the first quarter of ~~2018,~~2019, reflecting (i) lower sales from our agency network that we have been consolidating and deemphasizing for sales and marketing efforts since our restructuring in April 2019, (ii) fluctuations in the timing, pace and size of commercial ~~projects. Net~~projects and (iii) a decrease in sales, caused by delayed orders, have occurred mainly in the healthcare and education industries because of ~~our military products decreased 51.3 percent as compared~~the macroeconomic slowdown due to the ~~first quarter of 2018, reflecting the timing and fulfillment of U.S. Navy awards during the fourth quarter of 2017 and the first quarter of 2018.~~COVID-19 pandemic.

Gross profit

Gross profit was ~~$0.1~~$1.0 million, or ~~3.1 percent~~27.3% of net sales, for the first quarter of ~~2019,~~2020, compared to ~~$0.8 million,~~$98 thousand, or ~~17.5 percent~~3.1% of net sales, for the first quarter of 2018. The 14.4 basis point decrease in gross margin percent in the first quarter of 2019 is primarily due to unfavorable manufacturing variances and absorption as a percent of sales compared to the first quarter of 2018.2019. As a result of current manufacturing and sales volumes, gross margin for the first quarter of 2020 included favorable warranty and inventory reserves of $91 thousand or 2.4% of net sales, offset by unfavorable outbound freight costs of approximately $80 thousand, or 2.1% of net sales. Gross margin for the first quarter of 2020 included unfavorable manufacturing variances and absorption of $0.3 million, or 7.2% of net sales, whereas gross margin for the first quarter of 2019 included unfavorable manufacturing variances and absorption of $0.4 million, or ~~11.8 percent~~11.8% of net ~~sales, whereas gross margin for the first quarter of 2018 included unfavorable manufacturing and absorption of $0.2 million, or 3.8 percent of net~~ sales. ~~In addition, gross~~

~~margin in the first quarter of 2018 was favorably impacted, as we made efforts to liquidate inventory that was previously identified as excess.~~

Operating expenses

Product development

Product development expenses include salaries and related expenses, contractor and consulting fees, legal fees, supplies and materials, as well as overhead, such as depreciation and facility costs. Product development costs are expensed as they are incurred.

Product development expenses were $0.3 million for the first quarter of 2020, a $0.2 million decrease compared to $0.5 million for the first quarter of ~~2019, a $0.1 million decrease compared to $0.6 million for the first quarter of 2018.~~2019. The decrease was primarily a result of lower product testing expenses due to the timing of new product introductions as well as lower salaries and related benefits due to ~~lower bonus expense in~~ the ~~first quarter~~elimination of two satellite research and development/engineering offices as part of the broader restructuring the Company undertook during 2019.

Selling, general andadministrative

Selling, general and administrative expenses were $2.0 million for the first quarter of 2020, compared to $2.2 million for the first quarter of ~~2019, compared to $2.6 million for the first quarter of 2018.~~2019. The primary ~~drivers~~driver of the decreased expenses ~~were decreases~~was a decrease in stock-based compensation partly off-set by an increase in salaries and ~~related~~ benefits ~~due to the lower headcount in 2019 and trade show and marketing~~ expenses due to ~~timing and efforts to reduce costs. In addition,~~our growth initiatives that expanded our staff, primarily in ~~the first quarter of 2018 we incurred recruiting costs for the board of directors, as an existing director was expected to retire at the end of his term.~~direct sales.

Restructuring

Our initial actions included the elimination of certain positions, restructuring of the sales organization and incentive plan, flattening of the senior management team, additional operational streamlining, management compensation reductions, and outsourcing of certain functions including warehousing and marketing. In connection with these actions, we recorded severance and related benefits charges of $0.1 million during the three months ended March 31, 2019. Following the executive transition that occurred on April 1, 2019, we expect to incur additional restructuring charges totaling approximately $0.1 million during the second quarter of 2019. These additional restructuring charges primarily relate to severance and related benefits charges as a result of eliminating nine positions, as well as costs associated with closing our offices in San Jose, California and Taipei, Taiwan.

Our restructuring liabilities consist of estimated ongoing costs related to long-term operating lease obligations. The recorded value of the ongoing lease obligations is based on the remaining lease term and payment amount, discounted to present value. Changes in subsequent periods resulting from a revision to either the timing or the amount of estimated cash flows over the future period are measured using the credit adjusted, risk free rate that was used to measure the restructuring liabilities initially. Please also refer to Note 6, “Leases” as certain amounts formerly included below in the restructuring reserve as of December 31, 2018, have been reclassified on the balance sheet to be shown netted against the restructured lease, right-of-use asset in accordance with Topic 842.

For the three months ended March 31, ~~2018,~~2020, we recorded restructuring credits totaling approximately ~~$50~~$14 thousand ~~primarily~~ related to ~~the revision of our initial estimates of~~ the cost and offsetting sublease income for the remaining lease ~~obligation~~obligations for the former New York, New York office. For additional information regarding the restructuring actions taken in ~~the~~ 2017 and 2019, please refer to Note 3, “Restructuring,” included under Item 8 of our ~~2018~~2019 Annual Report.

~~While substantial doubt about~~During the three months ended March 31, 2019, we recorded severance and related benefits charges of $0.1 million.

Interest expense

Interest expense was $133 thousand for the first quarter of 2020, compared to interest expense of $43 thousand for the first quarter of 2019. The increase in interest expense of $90 thousand was a result of increased amortization of the debt financing costs in the first quarter of 2020. The actual cash interest paid in the first quarter of 2020 was $67 thousand compared to $21 thousand in the first quarter of 2019.

Income from change in fair value of warrants

Income of $0.9 million was recognized during the three months ended March 31, 2020 for the market value change in our ~~ability to continue as~~warrant liabilities. The income recognized in the first quarter of 2020 was a ~~going concern continued to exist~~result of the revaluation of the warrant liability using the market price of the Company’s stock at March 31, ~~2019,~~2020 versus the ~~impact~~market price of the restructuring actions and initiatives described above, have reduced our operating expenses to be more commensurate with our sales volumes. Despite this, we continue to incur losses and have a substantial accumulated deficit, raising substantial doubt about our ability to continue as a going concernCompany’s stock at ~~both December 31, 2018 and March 31, 2019. Considering both quantitative and qualitative information, we continue to believe that~~ the ~~combination~~time of ~~our plans to obtain additional financing, restructuring actions, current financial position, liquid resources, obligations due or anticipated within~~initial issuance of the ~~next year, executive~~warrants (January 13, 2020).

reorganization, and implementation of our product development and sales channel strategy, if adequately executed, will provide us with an ability to finance our operations through 2019 and will mitigate the substantial doubt about our ability to continue as a going concern. Please refer to Note 7, “Debt,” included under Item 1 of this Quarterly Report for more information on the additional financing we received on March 29, 2019 to fund our near-term operations.

Other expenses ~~(income)~~

Other expense was $18 thousand for the first quarter of 2020, compared to other expense of $19 thousand for the first quarter of ~~2019, compared to other income~~2019. Other expenses are mainly comprised of $21 thousand for the first quarter of 2018. The expenses in 2019 primarily consisted of non-cash amortization of deferred financing costs related to the revolving credit facility we entered into on December 11, 2018. The income in 2018 related to the gain on the sale of equipment previously classified as held for sale.bank and collateral management fees.

Provision for income taxes

Due to the operating losses incurred during the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, and after application of the annual limitation set forth under Section 382 of the IRC, it was not necessary to record a provision for U.S. federal income tax or various states income ~~taxes.~~taxes as income tax benefits are fully offset by a valuation allowance recorded.

Net loss

For the three months ended March 31, ~~2019,~~2020, our net loss was ~~$2.9~~$0.5 million, compared to ~~$2.4~~$2.9 million for the three months ended March 31, ~~2018.~~2019. The ~~increase~~decrease in the net loss was ~~principally due to the~~primarily driven by lower product development, sales, general and administrative expenses and higher overall gross profit ~~in the first quarter of 2019, partially offset by lower operating expenses,~~margins as previously discussed.

Financial condition

While we had cash ~~and cash equivalents~~ of ~~$3.9~~$2.9 million at March 31, ~~2019,~~2020, which excludes $0.3 million restricted cash held, we had a total of ~~$3.4~~$1.7 million in debt, including ~~$1.7~~$0.8 million outstanding on our revolving credit facility and ~~$1.7~~$0.9 million relating to the Iliad Note and we had $0.8 million in ~~subordinated convertible notes.~~warrant liability following the January 2020 Equity Offering. At March 31, 2020, we had $1.1 million of additional availability for us to borrow under the revolving line of credit facility. We have historically incurred substantial losses, and as of March 31, ~~2019,~~2020, we had an accumulated deficit of ~~$120.4~~$125.4 million. Additionally, our sales have been concentrated in a few major customers and for the three months ended March 31, ~~2019, three~~2020, two customers accounted for approximately ~~22 percent, 10 percent, and 30 percent~~53% of net sales.

substantial doubt about our ability to continue as a going concern continues to exist at March 31, ~~2019.~~2020.

As described in Note 9, we also raised approximately $2.3 million of net proceeds upon the issuance of common stock and ~~organizational structure.~~ warrants under the January 2020 Equity Offering

•obtaining financing from traditional or non-traditional investment capital organizations or individuals; ~~and~~

•obtaining funding from the sale of our common stock or other equity or debt ~~instruments.~~instruments; and

•obtaining debt financing with lending terms that more closely match our business model and capital needs.

There can be no assurance that we will obtain funding on acceptable terms, in a timely fashion, or at all. Obtaining

additional funding contains risks, including:

•the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt financing.

On May 15, 2019, we received a letter from the Nasdaq Stock Market (“NASDAQ”) advising us that for 30 consecutive trading days preceding the date of the letter, the bid price of our common stock had closed below the $1.00 per share minimum required for continued listing on NASDAQ pursuant to listing rules. Therefore we could be subject to delisting if we did not regain compliance within the compliance period or extend the compliance period by filing for an extension. On October 15, 2019, the Company formally requested a 180-day extension beginning November 12, 2019 and is evaluating options to regain compliance.

On April 16, 2020, NASDAQ announced that, in response to the COVID-19 pandemic and related extraordinary market conditions, it is providing temporary relief through June 30, 2020 from, among other rules, the $1.00 minimum bid price rule. As a result, Energy Focus has until July 24, 2020 to come into compliance with the $1.00 minimum bid price rule. Energy Focus is evaluating its options to come into compliance, including, in the discretion of its board of directors, effectuating a reverse stock split of its common stock at a ratio of at least 1-for-2 and up to 1-for-20, which discretionary reverse stock split has been approved by Energy Focus’ stockholders, provided it occurs no later than June 17, 2020.

Subsequent to quarter-end on April 17, 2020, the Company was granted a loan from KeyBank National Association in the amount of approximately $795 thousand, pursuant to the Paycheck Protection Program (the “PPP”) under Division A of the Coronavirus Aid, Relief and Economic Securities Act (the "CARES Act"), which was enacted on March 27, 2020. The loan accrues interest at a rate of 1.0% per annum and matures on April 17, 2022. The funds were received on April 20, 2020. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. The Company intends to use the entire loan amount for qualifying expenses and hence at this time the Company expects the loan will be forgiven. However, there is no assurance that the Company will obtain forgiveness for any portion of the loan.

Liquidity andcapitalresources

Cash ~~and cash equivalents~~

At March 31, ~~2019,~~2020, our cash ~~and cash equivalents~~ balance was approximately ~~$3.9~~$2.9 million, compared to approximately ~~$6.3~~$0.4 million at December 31, ~~2018.~~2019. The balance at March 31, ~~2019~~2020 and December 31, ~~2018 included~~2019 excluded restricted cash of $0.3 million for a letter of credit requirement under a lease obligation.

The following summarizes cash flows from operating, investing, and financing activities, as reflected in the Condensed Consolidated Statements of Cash Flows (in thousands):


	Three months ended March 31,
	2020		2019
Net cash provided by (used in) operating activities	$	504	$	(3,556)

Net cash used in investing activities	$	(47)	$	(4)

Net cash provided by financing activities	$	2,104	$	1,086

Three months ended
March 31,
2019 2018
Net cash used in operating activities $ (3,556 ) $ (743 )

Net cash (used in) provided by investing activities $ (4 ) $ 187

Net cash provided by (used in) financing activities $ 1,086
$ (32 )

Net cash ~~used in~~provided by (used in) operating activities

Net cash provided by operating activities was $0.5 million for the three months ended March 31, 2020. The net loss was $0.5 million and was adjusted for non-cash items, including: depreciation and amortization, stock-based compensation, change in fair value of warrant liabilities, provisions for inventory, warranty reserves and working capital changes. The primary driver for a positive operating cash flow was the generation of $1.5 million cash from the utilization of existing inventory stock as opposed to new purchases. During the three months ended March 31, 2020, we used $0.2 million in cash for accounts payable, primarily due to the timing of inventory receipts and we used $0.2 million of prepaid and other assets due to prepaid deposits to our contract manufacturers for inventory for the new EnFocus™ platform. We generated cash of $0.4 million through the collection of accounts receivable and $0.2 million through a decrease of other accrued liabilities, primarily related to accrued payroll and benefits and commissions. Cash generated was partially offset by an adjustment of $0.9 million for change in fair value of warrants.

For the three months ended March 31, 2019, net cash used in operating activities was $3.6 million, ~~for the three months ended March 31, 2019,~~ and resulted primarily from the net loss incurred of $2.9 million, adjusted for non-cash items, including: depreciation, stock-based compensation, and provisions for inventory and warranty reserves, and working capital changes. During the three months ended March 31, 2019, we used $1.3 million in cash for accounts payable, primarily due to the timing of inventory receipts and payments, $0.2 million through an increase in accounts receivable, due to the higher shipments in March 2019 as compared to December 2018. In addition, prepaid and other assets decreased by $0.5 million as the inventory for which we paid deposits to our contract manufacturers in prior quarters was received in the first quarter of 2019.

Net cash used in operating activities was $0.7 million for the three months ended March 31, 2018, and resulted from the net loss incurred of $2.4 million, adjusted for non-cash items, including: depreciation, stock-based compensation, and provisions for inventory and warranty reserves, and working capital changes. In the first quarter of 2018, trade accounts payable increased due to the timing of inventory receipts and payment terms with our vendors.

~~Net cash (used in) provided by~~ investing activities

Net cash used in investing activities was $4$47 thousand for the three months ended March 31, ~~2019,~~2020 and resulted primarily from the purchase of tooling to support production operations. ~~Net cash provided by investing activities was $0.2 million for~~

For the three months ended March 31, ~~2018,~~2019, net cash used in investing activities was $4 thousand, and resulted primarily from the ~~sale~~purchase of ~~certain equipment previously classified as held for~~

~~sale, partially offset by purchases of computer equipment, equipment~~tooling to support production ~~operations, and leasehold improvements.~~operations.

Net cash provided by ~~(used in)~~ financing activities

Net cash provided by financing activities during the three months ended March 31, 2020 was $2.1 million, primarily resulting from the $2.8 million in proceeds received from the share issuance in January 2020, partially offset by $0.5 million in offering costs for the issuance and an issuance related mandatory repayment of the Iliad note of which $0.2 million was allocated against principal. At March 31, 2020, we had $1.1 million of additional availability for us to borrow under the Credit Facility.

Net cash provided by financing activities during the three months ended March 31, 2019 was $1.1 million, primarily resulting from the $1.7 million in proceeds we received for the subordinated convertible notes we entered into on March 29, 2019, partially offset by net repayments of $0.5 million on borrowings under the credit facility we entered into on December 11, 2018. In addition, we used approximately $0.1 million to issue and immediately repurchase our stock for employee tax withholding related to restricted stock unit vesting during the period. Net cash used in financing activities during the three months ended March 31, 2018 was $32 thousand, resulting from issuing and immediately repurchasing our stock for employee tax withholding related to restricted stock unit vesting.

Contractual obligations

As of March 31, ~~2019,~~2020, we had approximately ~~$2.5~~$3.4 million in outstanding purchase commitments for inventory. Of this amount, approximately ~~$1.9~~$2.5 million is expected to ship in the second quarter of ~~2019~~2020 with the balance expected to ship in the third and fourth quarters of ~~2019.~~2020.

There have been no other material changes to our contractual obligations as compared to those included in our ~~2018~~2019 Annual Report.

Critical accounting policies

~~Leases~~Fair value of warrant liabilities

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842), which supersedes the current lease accounting requirements. Additionally, in July 2018, the FASB issued ASU No. 2018-11,~~ ~~Leases (Topic 842): Targeted Improvements, which simplifies adoption~~The estimated fair value of ~~Topic 842 by allowing an additional transition method that will not require restatement of prior periods and providing~~warrants accounted for as liabilities, representing a new practical expedient for lessors to avoid separating lease and non-lease components within a contract if certain criteria are met (provisions of which must be elected upon adoption of Topic 842). The new standard requires a lessee to recordlevel 3 fair value measure, was determined on the ~~balance sheet~~issuance date and subsequently marked to market at each financial reporting date. We use the ~~assets and~~Black-Scholes valuation model to value the warrant liabilities for the rights and obligations created by leases with lease terms of more than 12 months. It also requires lessees to disclose certain key information about lease transactions. Upon implementation, an entity’s lease payment obligations will be recognized at ~~their~~fair value. The fair value is estimated ~~present value along with a corresponding right-of-use asset. Lease expense recognition will be generally consistent with current practice.~~

~~The Company adopted this guidance as of January 1, 2019~~ using the required modified retrospective method with the non-comparative transition option. The Company applied the transitional package of practical expedients allowed by the standard to not reassess the identification, classification and initial direct costs of leases commencing before this ASU’s effective date. The Company also applied the lease term and impairment hindsight transitional practical expedients. The Company has chosen to apply the following accounting policy practical expedients: to not separate lease and non-lease components to new leases as well as existing leases through transition; and the election to not apply recognition requirements of the guidance to short-term leases.

~~On adoption, we recognized additional operating lease liabilities of approximately $2.9 million, with corresponding right-of-use assets~~expected volatility based on ~~the present value of the remaining minimum rental payments under prior leasing standards for~~ our ~~existing operating leases. The operating lease right-of-use assets recorded upon adoption were offset by the carrying value of liabilities previously recorded under Topic 420~~historical volatility and ~~impairment charges totaling $273 thousand and $186 thousand, respectively.~~is determined using probability weighted-average assumptions, when appropriate.

~~Please refer to Note 6, “Leases,” included under Part I, Item 1 of this Quarterly Report for more information relating to the Company’s leasing arrangements.~~

There have been no other material changes to our critical accounting policies as compared to those included in our ~~2018~~2019 Annual ~~Report.~~Report on Form 10-K for the year ended December 31, 2019.

Certain risks and concentrations

We had certain customers whose net sales individually represented 10 percent or more of our total net sales, or whose net trade accounts receivable balance individually represented 10 percent or more of our total net trade accounts receivable, as follows:

For the three months ended March 31, ~~2019,~~2020, sales to our primary distributor ~~for the U.S. Navy, a shipbuilder~~ for the U.S. Navy and a regional commercial lighting retrofit company ~~located in Texas~~ accounted for approximately ~~22 percent, 10 percent,~~38% and ~~30 percent~~15% of net sales, respectively. When sales to our primary distributor for the U.S. Navy are combined with sales to ~~a shipbuilder~~shipbuilders for the U.S. Navy, total net sales of products for the U.S. Navy comprised approximately ~~32 percent~~46% of net sales for the same period. For the three months ended March 31, ~~2018,~~2019, sales to our primary distributor for the U.S. Navy and a regional commercial lighting retrofit company accounted for approximately 22% and 30% of net sales, respectively. When sales to our primary distributor for the U.S. Navy are combined with sales to shipbuilders for the U.S. Navy, total net sales of products for the U.S. Navy comprised approximately 32% of net sales for the same period.

Recent accounting pronouncements

For information on recent accounting pronouncements, please refer to Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” included under Part I, Item 1 of this Quarterly Report.

ITEM 3. ~~QUANTATATIVE~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the company is not required to provide information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b) under the Exchange Act, our management must evaluate, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as of March 31, ~~2019,~~2020, the end of the period covered by this report. Mr. James Tu, our current Chief Executive Officer, joined our board of directors on April 1, 2019 and became our Chief Executive officer on April 2, 2019. Mr. Tod A. Nestor, our current Chief Financial Officer, assumed that role on July 1, 2019. While our current Chief Executive Officer and current Chief Financial Officer were not serving in such positions as of March 31, 2019, management,Management, with the participation of our current Chief Executive Officer and Chief Financial Officer, did evaluate the effectiveness of our disclosure controls and procedures as of the end of period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ~~not~~ effective at a reasonable assurance level as of ~~the end of the period covered by this report due to the material weakness in our internal control over financial reporting discussed below.~~March 31, 2020.

In connection with management’s preparation of the financial statements included in this report, we determined that we had a material weakness in our internal control over financial reporting primarily due to segregation of duties due to low staffing levels in the finance function that lead to the lack of sufficient levels of proper supervision and review by employees for non-routine accounting and related financial reporting matters. Such a conclusion reflects, in part, the departure of the Company’s previous Chief Financial Officer and Chief Executive Officer with signed agreements on March 29, 2019 that were effective April 1, 2019. In addition, the Company’s full-time Controller departed the Company on July 5, 2019. Until we are able to remedy our material weakness, we are relying on the assistance of third-party consultants to assist with accounting for non-routine transactions and certain financial reporting matters.

~~However, this material weakness does have compensating controls in the form of:~~



	•	~~an independent audit committee of our board of directors;~~
	•	~~use of external consultants to assist with financial reporting;~~
	•	~~written documentation of our internal control policies and procedures; and~~
	•	~~a Code of Business Conduct and Ethics and a whistleblower policy.~~

~~We have taken steps to enhance our internal control over financial reporting and plan to take additional steps to remediate the material weakness. Specifically:~~

As of July 1, 2019, we hired our new Chief Financial Officer and President, Tod A. Nestor, a licensed CPA, CMA, CFM, and CFA, and thirteen-year CFO, as well as former public company CFO who will focus on the development of the finance and accounting function. Mr. Nestor replaces the interim CFO role the CEO was fulfilling.

We plan to appoint additional qualified personnel to address inadequate segregation of duties. The Company continues to evaluate the organizational structure of the finance organization to identify the current gaps in the structure to meet the Company’s reporting needs, and expects to hire, retain, and develop the necessary talent to remediate the current material weakness deficiency. Ultimately, it is expected that internal employees will replace the consultants currently being used as an interim solution to assist in financial reporting. A key deliverable for our new CFO is to share a staffing plan with the Audit Committee during the second half of our 2019 fiscal year.

~~We expect to hire a full-time Controller with a CPA as a replacement for the departed Controller.~~

~~When necessary, we expect to outsource and seek guidance on complex U.S. GAAP-related issues from outside parties until an internal technical expert is hired on a full-time basis.~~

Management is aware of the risks associated with the lack of segregation of duties due to the small number of employees currently working with general administrative and financial matters. Due to the Company’s size and nature, segregation of all conflicting duties may not always be possible and may not be currently economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions shall be performed by separate individuals. In addition, the Company will closely review all cash receipts and disbursements to insure an adequate control environment until more qualified resources can be added to the finance team.

The remediation efforts set out herein will continue to be implemented in our 2019 fiscal year. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected.

Changes in internal control over financial reporting

During the quarterly period covered by this report, there have not been any changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial ~~reporting apart from the aforementioned changes in personnel.~~reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, ~~2019,~~2020, we were not involved in any material legal proceedings.

ITEM 1A. RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the company is not required to provide information required by this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. ~~DEFUALTS~~DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

EXHIBIT INDEX


Exhibit Number			Description of Documents

~~Exhibit~~ ~~Number~~ 3.1		~~Description of Documents~~

~~3.1~~	Certificate of Incorporation of Energy Focus, Inc. (incorporated by reference to ~~Exhibit 3.1~~Appendix A to the Registrant’s ~~Quarterly~~Definitive Proxy Statement on Schedule 14A filed on May 1, 2006).

3.2			Certificate of Amendment to the Certificate of Incorporation of Energy Focus, Inc. filed with the Secretary of State of the State of Delaware on June 21, 2010 (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form ~~10-Q~~10-K filed on ~~November 13, 2013)~~March 24, 2020).

~~3.2~~3.3			Certificate of Amendment to the Certificate of Incorporation of Energy Focus, Inc. filed with the Secretary of State of the State of Delaware on October 9, 2012 (incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K filed on March 24, 2020).

3.4			Certificate of Amendment to the Certificate of Incorporation of Energy Focus, Inc. filed with the Secretary of State of the State of Delaware on October 28 , 2013 (incorporated by reference to Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K filed on March 24, 2020).

3.5			Certificate of Amendment to the Certificate of Incorporation of Energy Focus, Inc. filed with the Secretary of State of the State of Delaware on July 16, 2014 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 16, 2014).

~~3.3~~3.6			Certificate of Amendment to the Certificate of Incorporation of Energy Focus, Inc. filed with the Secretary of State of the State of Delaware on July 24, 2015 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 27, 2015).
~~3.4~~
3.7			Certificate of Amendment to the Certificate of Incorporation of Energy Focus, Inc. filed with the Secretary of State of the State of Delaware on January 15, 2020 (incorporated by reference to Exhibit 3.7 to the Registrant’s Annual Report on Form 10-K filed on March 24, 2020).

3.8			Certificate of Designation of Series A Convertible Preferred Stock of Energy Focus, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 1, 2019).
~~3.5~~
3.9			Amendment to the Certificate of Designation of Series A Convertible Preferred Stock of Energy Focus, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 30, 2019).
~~3.6~~
3.10			Amendment to the Certificate of ~~Elimination~~Designation of Series A Convertible Preferred Stock of Energy Focus, Inc. filed with the Secretary of State of the ~~Series A Participating Preferred Stock~~State of Delaware on January 15, 2020 (incorporated by reference to Exhibit ~~3.2~~3.10 to the Registrant’s ~~Current~~Annual Report on Form ~~8-K~~10-K filed on ~~April 1, 2019)~~March 24, 2020).
~~3.7~~
3.11			Bylaws of ~~the registrant~~Energy Focus, Inc. (incorporated by reference to Exhibit ~~3.5)~~3.5 to the Registrant’s Annual Report on Form 10-K filed on March 10, ~~2016.~~2016).

~~10.1~~3.12			~~President~~Certificate of Ownership and ~~Chief Financial Officer Offer Letter dated June 18, 2019 between Tod A. Nestor and~~Merger, Merging Energy Focus, Inc. ~~(filed~~, a Delaware corporation, into Fiberstars, Inc., a Delaware corporation, filed with ~~this Report).~~
~~10.2~~	~~Agreement dated February 21, 2019 entered into by Energy Focus, Inc. and~~ the ~~Investor Group thereto~~Secretary of State of the State of Delaware on May 4, 2007 (incorporated by reference to Exhibit ~~10.1~~3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 10, 2007).

4.1			Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on ~~February 26, 2019)~~January 13, 2020).
~~10.3~~
4.2			~~Note Purchase Agreement, dated March 29, 2019, among the Company and each~~Form of ~~the Investors thereto~~Placement Agent Warrant (incorporated by reference to Exhibit ~~10.1~~4.2 to the Registrant’s Current Report on Form 8-K filed on ~~April 1, 2019)~~January 13, 2020).
~~10.4~~
10.1			Form of ~~Subordinated Convertible Promissory Note entered into by~~Securities Purchase Agreement, dated as of January 9, 2020, between the Company and each ofpurchaser named in the ~~Investors on March 29, 2019~~signature pages thereto (incorporated by reference to Exhibit ~~10.2 to~~10.1 of the Registrant’s Current Report on Form 8-K filed on ~~April 1, 2019)~~January 13, 2020).

~~31.1~~10.2			SBA Loan Agreement, dated as of April 17, 2020, between the Company and KeyBank National Association (filed with this Report)

31.1			Certification of ~~Principal~~Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of ~~Principal~~Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002..


32.1 +			Certification of ~~Principal~~Chief Executive Officer and ~~Principal~~Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*101			The following financial information from our Quarterly Report for the quarter ended March 31, ~~2019,~~2020, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019, ~~and 2018,~~ (iii) ~~Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2019 and 2018, (iv)~~ Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, ~~2019, (v)~~2020, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019, and ~~2018, and (vi)~~(v) the Notes to Condensed Consolidated Financial Statements.


*104			~~Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of~~Cover Page Interactive Data File (embedded within the ~~Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.~~Inline XBRL document)


			ENERGY FOCUS, INC.

Date:	May 13, 2020	By:	/s/ James Tu
			James Tu
			Executive Chairman and Chief Executive Officer
			Principal Executive Officer



Date:			May 13, 2020	By:	~~ENERGY FOCUS, INC.~~

~~Date:~~	~~July 22, 2019~~	~~By:~~	/s/ ~~James Tu~~
			~~James Tu~~
			~~Chairman and Chief Executive Officer~~



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	EFOI	NASDAQ


								March 31, 2020		December 31, 2019
	March 31, 2019			December 31, 2018				(Unaudited)
ASSETS							ASSETS
Current assets:							Current assets:
Cash and cash equivalents	$	3,861		$	6,335
Trade accounts receivable, less allowances of $59 and $33, respectively	2,386			2,201
Cash							Cash	$	2,911	$	350
Trade accounts receivable, less allowances of $16 and $28, respectively							Trade accounts receivable, less allowances of $16 and $28, respectively	1,904		2,337
Inventories, net	8,251			8,058			Inventories, net	4,700		6,168
Prepaid and other current assets	573			1,094			Prepaid and other current assets	666		479

Total current assets	15,071			17,688			Total current assets	10,181		9,334

Property and equipment, net	510			610			Property and equipment, net	390		389

Operating lease, right-of-use asset	1,682			—			Operating lease, right-of-use asset	1,179		1,289

Restructured lease, right-of-use asset	563			—			Restructured lease, right-of-use asset	268		322
Other assets	213			194			Other assets	405		405

Total assets	$	18,039		$	18,492		Total assets	12,423		11,739

LIABILITIES							LIABILITIES
Current liabilities:							Current liabilities:
Accounts payable	$	2,255		$	3,606		Accounts payable	$	1,188	$	1,340
Accrued liabilities	25			73			Accrued liabilities	104		179
Accrued legal and professional fees	117			160			Accrued legal and professional fees	322		215
Accrued payroll and related benefits	346			435			Accrued payroll and related benefits	448		360
Accrued sales commissions	115			115			Accrued sales commissions	39		32
Accrued severance	215			188			Accrued severance	3		7
Accrued restructuring	36			156			Accrued restructuring	24		24
Accrued warranty reserve	352			258			Accrued warranty reserve	240		195
Deferred revenue	13			30			Deferred revenue	4		18
Operating lease liabilities	521			—			Operating lease liabilities	567		550
Restructured lease liabilities	400			—			Restructured lease liabilities	325		319
Finance lease liabilities	3			—			Finance lease liabilities	3		3
Credit line borrowings	1,757			2,219
Warrant liabilities							Warrant liabilities	763		—
Convertible notes	1,660			—			Convertible notes	—		1,700
Iliad note, net of discount and loan origination fees							Iliad note, net of discount and loan origination fees	854		885
Credit line borrowings, net of loan origination fees							Credit line borrowings, net of loan origination fees	790		715
Total current liabilities	7,815			7,240			Total current liabilities	5,674		6,542

Other liabilities	30			200			Other liabilities	7		14
Operating lease liabilities	1,346			—
Restructured lease liabilities	410			—
Finance lease liabilities	5			—
Operating lease liabilities, net of current portion							Operating lease liabilities, net of current portion	770		906
Restructured lease liabilities, net of current portion							Restructured lease liabilities, net of current portion	85		168
Finance lease liabilities, net of current portion							Finance lease liabilities, net of current portion	3		4
Iliad note, net of current maturities							Iliad note, net of current maturities	—		109
Total liabilities	9,606			7,440			Total liabilities	6,539		7,743

STOCKHOLDERS' EQUITY							STOCKHOLDERS' EQUITY
Preferred stock, par value $0.0001 per share:							Preferred stock, par value $0.0001 per share:
Authorized: 2,000,000 shares in 2019 and 2018
Issued and outstanding: no shares in 2019 and 2018	—			—
Authorized: 5,000,000 shares (3,300,000 shares designated as Series A Convertible Preferred Stock) in 2020 and 2,000,000 shares (0 shares designated as Series A Convertible Preferred Stock) in 2019							Authorized: 5,000,000 shares (3,300,000 shares designated as Series A Convertible Preferred Stock) in 2020 and 2,000,000 shares (0 shares designated as Series A Convertible Preferred Stock) in 2019
Issued and outstanding: 2,709,018 at March 31, 2020 and 0 shares outstanding at December 31, 2019							Issued and outstanding: 2,709,018 at March 31, 2020 and 0 shares outstanding at December 31, 2019	—		—
Common stock, par value $0.0001 per share:							Common stock, par value $0.0001 per share:
Authorized: 30,000,000 shares in 2019 and 2018
Issued and outstanding: 12,191,120 at March 31, 2019 and 12,090,695 at December 31, 2018	1			1
Authorized: 50,000,000 shares in 2020 and 30,000,000 shares in 2019							Authorized: 50,000,000 shares in 2020 and 30,000,000 shares in 2019
Issued and outstanding: 15,896,632 at March 31, 2020 and 12,428,418 at December 31, 2019							Issued and outstanding: 15,896,632 at March 31, 2020 and 12,428,418 at December 31, 2019	2		1
Additional paid-in capital	128,799			128,367			Additional paid-in capital	131,300		128,872
Accumulated other comprehensive loss	(1		)	(1		)	Accumulated other comprehensive loss	(3)		(3)
Accumulated deficit	(120,366		)	(117,315		)	Accumulated deficit	(125,415)		(124,874)
Total stockholders' equity	8,433			11,052			Total stockholders' equity	5,884		3,996
Total liabilities and stockholders' equity	$	18,039		$	18,492		Total liabilities and stockholders' equity	$	12,423	$	11,739



	Restricted Stock Units		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life (in years)
Balance at December 31, 2018	546,858		$	2.54
Granted	16,580		1.16
Released	(340,185	)	2.61
Canceled/forfeited	(125,716	)	2.26
Balance at March 31, 2019	97,537		$	2.36	1.1



	Three months ended March 31,
	2019			2018
Net sales	$	3,177		$	4,659
Cost of sales	3,079			3,843
Gross profit	98			816

Operating expenses:
Product development	526			629
Selling, general, and administrative	2,241			2,647
Restructuring	134			(50		)
Total operating expenses	2,901			3,226
Loss from operations	(2,803		)	(2,410		)

Other expenses (income):
Interest expense	43			1
Other expenses (income)	19			(21		)

Loss from operations before income taxes	(2,865		)	(2,390		)
Provision for income taxes	—			—
Net loss	$	(2,865	)	$	(2,390	)

Net loss per share - basic and diluted	$	(0.24	)	$	(0.20	)

Weighted average shares used in computing net loss per share:
Basic and diluted	12,126			11,900


																		Common Stock					Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity
																		Shares	Amount

Balance at December 31, 2018																	Balance at December 31, 2018	12,091	$	1	$	128,367	$	(1)	$	(117,315)	$	11,052
Adjustment to beginning retained earnings upon adoption of Topic 842																	Adjustment to beginning retained earnings upon adoption of Topic 842	—	—		—		—		(186)		(186)
Issuance of common stock under employee stock option and stock purchase plans																	Issuance of common stock under employee stock option and stock purchase plans	150	—		—		—		—		—
Common stock withheld in lieu of income tax withholding on vesting of restricted stock units																	Common stock withheld in lieu of income tax withholding on vesting of restricted stock units	(50)	—		(111)		—		—		(111)
Stock-based compensation																	Stock-based compensation	—	—		543		—		—		543

Net loss for the three months ended March 31, 2019																	Net loss for the three months ended March 31, 2019	—	—		—		—		(2,865)		(2,865)
Balance at March 31, 2019																	Balance at March 31, 2019	12,191	$	1	$	128,799	$	(1)	$	(120,366)	$	8,433

	Common Stock				Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders' Equity
	Shares		Amount

Balance at December 31, 2017	11,869		$	1	$	127,493		$	2		$	(108,204	)	$	19,292

Issuance of common stock under employee stock option and stock purchase plans	74													—
Common stock withheld in lieu of income tax withholding on vesting of restricted stock units	(12	)			(32		)							(32		)
Stock-based compensation					195									195
Foreign currency translation adjustment								1						1
Net loss for the three months ended March 31, 2018											(2,390		)	(2,390		)
Balance at March 31, 2018	11,931		$	1	$	127,656		$	3		$	(110,594	)	$	17,066


Balance at December 31, 2018	12,091		$	1	$	128,367		$	(1	)	$	(117,315	)	$	11,052

Adjustment to beginning retained earnings upon adoption of Topic 842											(186		)	(186		)
Issuance of common stock under employee stock option and stock purchase plans	150				—									—
Common stock withheld in lieu of income tax withholding on vesting of restricted stock units	(50	)			(111		)							(111		)
Stock-based compensation					543									543
Net loss for the three months ended March 31, 2019											(2,865		)	(2,865		)

Balance at March 31, 2019	12,191		$	1	$	128,799		$	(1	)	$	(120,366	)	$	8,433



	Facilities
Balance at December 31, 2018	$	350
Accretion of lease obligations	(11		)
Reclassification upon adoption of Topic 842	(273		)
Balance at March 31, 2019	$	66



	Three months ended March 31,
	2019

Operating lease cost
Sublease income	$	(25	)
Lease cost	147
Operating lease cost, net	122

Restructured lease cost
Sublease income	(112		)
Lease cost	109
Restructured lease cost, net	(3		)

Finance lease cost
Interest on lease liabilities	1
Finance lease cost, net	1

Total lease cost	$	120



	March 31,
	2019

Operating Leases
Operating lease right-of-use assets	$	1,682
Restructured lease right-of-use assets	563
Operating lease right-of-use assets, total	2,245

Operating lease liabilities	1,867
Restructured lease liabilities	810
Operating lease liabilities, total	2,677

Finance Leases
Property and equipment	13
Allowances for depreciation	(4		)
Finance lease assets, net	9

Finance lease liabilities	8
Total finance lease liabilities	$	8

Tod A. Nestor


	~~By:~~	~~/s/~~ Tod A. Nestor
			~~Tod A. Nestor~~
		President, Chief Financial Officer and Secretary
			Principal Financial and Accounting Officer