Use of Terms
Except as otherwise indicated by the context and for the purposes of this report only, references in this report to "we," "us," "our," or "our company" are to the combined business ofAerkomm Inc. , aNevada corporation, and its consolidated subsidiaries, includingAircom Pacific, Inc. , aCalifornia corporation and wholly-owned subsidiary, or Aircom;Aerkomm SY Ltd. , aRepublic of Seychelles company and wholly-owned subsidiary ofAerkomm , or Aerkomm SY;Aerkomm Taiwan Inc. , a Taiwanese company and wholly-owned company ofAerkomm , or Aerkomm Taiwan;Aerkomm Pacific Limited , aMalta company and wholly owned subsidiary ofAerkomm SY Ltd. , or Aerkomm Malta;Aerkomm Hong Kong Limited , aHong Kong company and wholly-owned subsidiary ofAerkomm , or Aerkomm HK;Aerkomm Japan, Inc. , a Japanese company and wholly-owned subsidiary ofAerkomm , or Aerkomm Japan; andAircom Telecom LLC , a Taiwanese company and wholly-owned subsidiary of Aircom, or Aircom Taiwan;MEPA Lab Inc. , aCalifornia company and wholly-owned subsidiary ofAerkomm , or MEPA; orBeijing Yatai Communication Co., Ltd. , a Chinese company and wholly -owned subsidiary of Aerkomm Taiwan, or Beijing Yatai.
Special Note Regarding Forward Looking Statements
Certain information contained in this report includes forward-looking statements. The statements herein which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our interpretation of what is believed to be significant factors affecting the businesses, including many assumptions regarding future events. The following factors, among others, may affect our forward-looking statements: ? our future financial and operating results;
? our intentions, expectations and beliefs regarding anticipated growth, market
penetration and trends in our business;
? the impact and effects of the global outbreak of the coronavirus (COVID-19)
pandemic, and other potential pandemics or contagious diseases or fear of such
outbreaks, on the global airline and tourist industries, especially in the
Asia Pacific region; ? our ability to attract and retain customers; ? our dependence on growth in our customers' businesses; ? the effects of changing customer needs in our market;
? the effects of market conditions on our stock price and operating results;
? our ability to successfully complete the development, testing and initial
implementation of our product offerings;
? our ability to maintain our competitive advantages against competitors in our
industry;
? our ability to timely and effectively adapt our existing technology and have
our technology solutions gain market acceptance;
? our ability to introduce new product offerings and bring them to market in a
timely manner;
? our ability to obtain required telecommunications, aviation and other licenses
and approvals necessary for our operations ? our ability to maintain, protect and enhance our intellectual property;
? the effects of increased competition in our market and our ability to compete
effectively; ? our expectations concerning relationship with customers and other third parties; ? the attraction and retention of qualified employees and key personnel; ? future acquisitions of our investments in complementary companies or technologies; and ? our ability to comply with evolving legal standards and regulations. 31 Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words "may," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition, prospects and opportunities could differ materially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including the ability to raise sufficient capital to continue our operations. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under "Risk Factors" included in our Annual Report on Form 10-K for the year endedDecember 31, 2021 , and matters described in this report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this report will in fact occur. Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. The specific discussions herein about our company include financial projections and future estimates and expectations about our business. The projections, estimates and expectations are presented in this report only as a guide about future possibilities and do not represent actual amounts or assured events. All the projections and estimates are based exclusively on our management's own assessment of our business, the industry in which we work and the economy at large and other operational factors, including capital resources and liquidity, financial condition, fulfillment of contracts and opportunities. The actual results may differ significantly from the projections.
Potential investors should not make an investment decision based solely on our company's projections, estimates or expectations.
Overview
Aerkomm Inc. , is a development stage Non-Geostationary Orbit NGSO Low Earth Orbit and Medium Earth Orbit (LEO/MEO) satellite communication technology provider, focusing on B5G / 6G communications. With our advanced technology, we intend to provide our partners the benefits of E / V / Ka / Ku and X band unique solutions that encompasses a wide range of service options. Such options include connectivity solutions (IVI) on Vehicles (RVs, EVs…. etc.), Internet of Things (IOT) scenarios, internet in rural and remote sites to complement mobile communication weakness, maritime market and aviation market, including Government UAVs, as well as the provision of in-flight broadband entertainment and connectivity (IFEC) for commercial airlines and corporate jets.
Our technology will have several uses including:
1. Aviation: Target customers will be Government UAVs, commercial airlines and
corporate jet operators. For Government UAVs we plan to generate revenue from
the product price and monthly subscription fee for satellite bandwidth. We
plan to generate revenue from e-commerce and monthly subscription fee for
satellite bandwidth from commercial airlines. From corporate jet operators we
plan to generate revenue from the product price and monthly subscription fee
for satellite bandwidth.
2. Vehicles and Autopilot Trucks: Target customers will be all autopilot
vehicles, using B5G, LEO satellites. We plan to generate revenue from the
product price and monthly subscription fee for satellite bandwidth.
3. Trains and Fixed Infrastructure: Target customers will be train operators and
associated infrastructure. We plan to generate revenue from the product price
and monthly subscription fee for satellite bandwidth.
4. Remote Locations: Target customers will be remote islands and mountain
regions. We plan to generate revenue from the product price and monthly subscription fee for satellite bandwidth.
5. Maritime: Target customers will be cruise liners, freighters, tankers, ferry
boats, yachts, and oilrigs. We plan to generate revenue from the product price
and monthly subscription fee for satellite bandwidth. With our advanced technologies and a unique business model, our initial focus has been to become a service provider of IFEC solutions through which we intend to provide airline passengers with a broadband in-flight experience that encompasses a wide range of service options. Such options include Wi-Fi, cellular, movies, gaming, live TV, and music. We plan to offer these core services, which we are currently still developing, through both built-in in-flight entertainment systems, such as seat-back display, as well as on passengers' own personal devices. We also expect to provide content management services and e-commerce solutions related to our IFEC solutions. 32 Traditionally, providers of in-flight connectivity have focused primarily on the profit margin derived from the sale of hardware to airlines and of bandwidth to passengers. Both airlines and passengers must "pay to play," which results in low participation and usage rates. We break away from this model and expect to set a new trend with our innovative business approach which, we believe, will set us apart from our competitors by our partnering with airlines and other strategic partners, such as online advertisers and content providers. We plan to offer a choice of different business models of our IFEC system to commercial airlines. We plan to offer the choice of free hardware while the airline will pay for the monthly connectivity cost. We will also offer the option of the airline paying for the hardware while we pay for the connectivity cost. Airlines will potentially be able to generate new revenues through participating in our different revenue sharing model depending on which model they select, while passengers will not be required to pay for connectivity. That is, for passengers, connectivity will be free. We believe that, taken together, this novel approach will create an incentive for airlines to work with us, and this collaboration should act to drive up passenger usage rates. We believe that this is an innovative approach that will differentiate us from most existing market players. Our main source of revenue is expected to be derived from fees related to the content channeled through our IFEC network from selected partners including internet companies, content providers, advertisers, telecom service providers, e-commerce participants, and premium sponsors. In other words, we plan to use connectivity as a tool rather than as a commodity for sale, which we believe will allow us to achieve a greater return. To complement and facilitate our planned IFEC service offerings, we intend to build satellite ground stations and related data centers within the geographic regions where we expect to be providing IFEC airline services. We expect that our first such ground station will be built inTaiwan , on land that we have acquired, to service ourEast Asia market. Additionally, we have developed and begun to market two internet connectivity systems, one for hotels primarily located in remote regions and the other for maritime use. Both systems operate through LEO/MEO satellite connectivity. We also expect to develop a remote connectivity system that will be applicable
to the highspeed rail industry.
Our total sales were
Business Development
We are actively working with prospective airline customers to provide them with the Airbus to-be-certified AERKOMM K++ system. We have entered into non-binding memoranda of understanding, or MOUs, including, most recently, with Thai Smile which operates a fleet of 20 Airbus A320 aircrafts. There can be no assurances, however, that any MOUs we entered into will lead to actual purchase agreements. In view of the increasing demand by the airlines for a bigger data throughput, during the course of discussions between us and Airbus, we have revised our strategy to focus primarily on LEO/MEO connectivity IFEC solutions for airlines and have suspended work on our dual band (Ka/Ku) satellite inflight connectivity solution.
In connection with the Airbus project, we also identified owners of Airbus Corporate Jet, or ACJ, aircraft, as potential customers of our AERKOMM K++ system. ACJ customers, however, would not generate enough internet traffic to make our free-service business model viable. To capitalize on this additional market, we plan to sell our AERKOMM K++ system hardware for installation on ACJ corporate jets and provide connectivity through subscription-based plans. This new corporate jet market could generate additional revenue and income for our company. Our AERKOMM K++ System
Our proprietary IFEC system, which is called the AERKOMM K++ system, will
contain an ultra-low-profile radome (that is, a dome or similar structure
protecting our radio equipment) containing two antennas, one for transmitting
and the other for receiving, and will comply with the ARINC 791 standard of
33
GEO (Geostationary Earth Orbiting) and NGSO (Non-Stationary Orbit) MEO (Medium Earth Orbiting) / LEO (Low Earth Orbiting) Satellites
Our initial AERKOMM K++ system will work with geostationary earth orbiting, or GEO satellites. Performance of GEO satellites diminishes greatly in the areas near the Earth's poles. One of the main advantages of NGSO satellites over GEO satellites is considerably lower latency as well as worldwide coverage, particularly over the poles. Whereas GEO satellites have roughly 550 milliseconds of round-trip latency time, LEO satellites boast a latency of 240 milliseconds, signifying a distinct advantage in the sphere of real-time applications. Only LEO satellites can collect high quality data over the North and South poles. We are developing technologies to work with MEO/LEO satellites and plans to partner with Airbus to develop aircraft installation solutions. As new MEO and LEO satellites are being regularly launched over the next few years, which, we expect, will enable the provision of worldwide aircraft coverage, we plan to have the necessary technology ready to take advantage of this new trend in MEO/LEO satellite connectivity, although it cannot assure you that it will be successful in this new area of endeavor. We have two cooperation agreements in place with LEO/MEO satellite providers. OnJune 23, 2020 , we entered into a cooperation agreement withTelesat LEO Inc. , a wholly owned subsidiary ofTelesat Canada . Telesat is one of the world's largest and most successful satellite operators providing critical connectivity solutions that tackle complex communications challenges. Through this agreement, Aircom and Telesat will jointly collaborate to develop a test program for the Telesat low-Earth-orbit (LEO) Network, Telesat's network of low-earth orbit satellites for aircraft connectivity, to assess the technical and commercial viability of incorporating the Telesat LEO Network capacity into Aircom's IFEC product portfolio and network. Aircom and Telesat will collaborate in both technical and commercial activity. OnJanuary 10, 2022 ,Aerkomm entered into a cooperation agreement withNew Skies Satellites B.V ., a Dutch company with its principal offices located at RooseveltplantsoenThe Hague, Netherlands ("SES"). SES is one of the world leaders in satellite operations and is operating a constellation of satellites in medium-earth orbit (MEO) and geostationary-earth orbit (GEO) with a multi-terabit, high-throughput, low-latency network infrastructure (the "SES Satellite Network"), used for the global mobility market, including aviation, maritime, and the global fixed location market, including equipment, mobile back haul, teleport and data center co-location. SES has launched SES-17, a GEO satellite, and a series of MEO satellites (O3b), and will launch additional MEO satellites ("O3b mPOWER") as part of the SES Satellite Network. Through this agreement,Aerkomm and SES will jointly collaborate both technically and commercially.
Ground-based Satellite System Sales
Since our acquisition of Aircom Taiwan inDecember 2017 , this wholly owned subsidiary has been developing ground-based satellite connectivity components which have an application in remote regions that lack regular affordable ground-based communications. InSeptember 2018 , Aircom Taiwan consummated its first sale of such a component, a small cell server terminal, in the amount of$1,730,000 . This server terminal will be utilized by the purchaser in the construction of a satellite-based ground communication system which will act as a multicast service extension of existing networks. The system is designed to extend local existing networks, such as ISPs and mobile operators, into rural areas and create better coverage and affordable connectivity in these areas. Aircom Taiwan expects to sell additional satellite connectivity components, systems and services to be used in ground mobile units in the future, although there can be no assurances that it will be successful in these endeavors. In addition, inSeptember 2018 , Aircom Taiwan provided installation and testing services of a satellite-based ground connectivity system to a remote island resort and received service income related to this project in the amount of$15,000 . Upon the completion of this system's testing phase, and assuming that the system operates satisfactorily, Aircom Taiwan expects to begin to sell this system to multiple, remotely located resorts. We can make no assurances at this time however, that this system will operate satisfactorily, that we will be successful in introducing this system as a viable product offering or that we will be able to generate any additional revenue from the sale and deployment of this system. 34 Recent Events
Termination of Joint Venture Agreement
OnJanuary 10, 2022 , we entered into a joint venture (the "Joint Venture") agreement withSakai Display Products Corporation , a company incorporated under the laws ofJapan ("SDPJ"), andPanelSemi Corporation , a company incorporated under the laws ofTaiwan , to develop and commercialize a tile antenna. The Joint Venture was operated throughMEPA Labs Inc. , aCalifornia corporation ("MEPA") wholly owned by SDPJ. OnSeptember 4, 2022 , we entered into a stock purchase agreement with SDPJ to acquire 100% of the outstanding capital stock of MEPA for a purchase price of$100,000 . We closed this acquisition onSeptember 4, 2022 , and, as of that date, the Joint Venture terminated and MEPA became our wholly owned subsidiary.
Changes in our Executive Officers
OnAugust 29, 2022 ,Y. Tristan Kuo resigned from his position as our Chief Financial Officer.Mr. Kuo's resignation was not the result of any disagreement with us on any matter relating to its operation, policies (including accounting or financial policies) or practices. On that same day, we entered into an independent contractor agreement withMr. Kuo pursuant to which he agreed to assist and advise us, until the earlier ofFebruary 28, 2023 and our hiring of a new chief financial officer.Mr. Kuo will be assisting us with the following matters:SEC reporting, financial, accounting and SOX issues, and public offering and financing issues. We agreed to payMr. Kuo a fee of$15,000 per month with a one-time$15,000 signing bonus and will reimburseMr. Kuo for certain out-of-pocket expenses. OnSeptember 1, 2022 , our board of directors appointedLouis Giordimaina , our Chief Executive Officer, as Interim Chief Financial Officer.
Impact of the COVID-19 Pandemic
The COVID-19 pandemic was unprecedented notably because of the policy response which involved the shutdown of much economic activity including the halt to airline traffic. It produced the sharpest global recession since the Great Depression. However, in its wake, the macro-economic performance has generally speaking been less dire than initially feared. It produced the shortest recession in US history, for instance, limited to two months. US unemployment spiked to 14.7% inApril 2020 and few expected the rate to drop as swiftly as has been the case; the unemployment rate declined to 3.6% inMay 2022 and thus basically back to the pre-crises low. 35
Principal Factors Affecting Financial Performance
We believe that our operating and business performance will be driven by various factors that affect the commercial airline industry, including trends affecting the travel industry and trends affecting the customer bases that we target, as well as factors that affect wireless Internet service providers and general macroeconomic factors. Key factors that may affect our future performance include:
? our ability to enter into and maintain long-term business arrangements with
airline partners, which depends on numerous factors including the real or
perceived availability, quality and price of our services and product
offerings as compared to those offered by our competitors;
? the extent of the adoption of our products and services by airline partners
and customers;
? costs associated with implementing, and our ability to implement on a timely
basis, our technology, upgrades and installation technologies;
? costs associated with and our ability to execute our expansion, including
modification to our network to accommodate satellite technology, development
and implementation of new satellite-based technologies, the availability of
satellite capacity, costs of satellite capacity to which we may have to commit
well in advance, and compliance with regulations; ? costs associated with managing a rapidly growing company;
? the impact and effects of the global outbreak of the coronavirus (COVID-19)
pandemic, and other potential pandemics or contagious diseases or fear of such
outbreaks, on the global airline and tourist industries, especially in the
? the number of aircraft in service in our markets, including consolidation of
the airline industry or changes in fleet size by one or more of our commercial
airline partners; ? the economic environment and other trends that affect both business and leisure travel;
? continued demand for connectivity and proliferation of Wi-Fi enabled devices,
including smartphones, tablets and laptops;
? our ability to obtain required telecommunications, aviation and other licenses
and approvals necessary for our operations; and
? changes in laws, regulations and interpretations affecting telecommunications
services and aviation, including, in particular, changes that impact the
design of our equipment and our ability to obtain required certifications for
our equipment.Smaller Reporting Company Although we no longer qualify as anEmerging Growth Company , or EGC, we continue to qualify as a smaller reporting company, which allows us to take advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation that are available to an EGC. In addition, as a smaller reporting company with less than$100 million in annual revenue, we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002. In reliance on these exemptions, we have taken advantage of reduced reporting obligations in this quarterly report on Form 10-Q. 36 Results of Operations
Comparison of Three Months Ended
The following table sets forth key components of our results of operations
during the three-month periods ended
Three Months Ended September 30, Change 2022 2021 $ % Revenue$ 2,855 $ 1,810,000 $ (1,807,145 ) (99.8 )% Cost of revenue - 1,807,100 (1,807,100 ) (100.0 )% Operating expenses 2,380,851 1,676,214 704,637 42.0 % Loss from operations (2,377,996 ) (1,673,314 ) (704,682 ) 42.1 %
Net non-operating income (loss) (1,428,543 ) 3,374,616 (4,803,159 ) (142.3 )% Loss before income taxes (3,806,539 ) 1,701,302
(5,507,841 ) (323.7 )% Income tax expense - (12 ) 12 (100.0 )% Net Loss (3,806,539 ) 1,701,314 (5,507,853 ) (323.7 )%
Other comprehensive income (loss) 1,290,912 (30,294 ) 1,321,206 (4,361.3 )% Total comprehensive loss$ (2,515,627 ) $ 1,671,020 )
$ (4,186,647 ) (250.5 )% Revenue. Our total revenue was$2,855 and$1,810,000 for the three months periods endedSeptember 30, 2022 and 2021, respectively. Our total revenue was$2,855 for the three months endedSeptember 30, 2022 for providing satellite service to one of our related parties. Our total revenue of$1,810,000 for the three months endedSeptember 30, 2021 due to our sale of network hardware to a non-related party. Cost of revenue. Our cost of revenue was$0 and$1,807,100 for the three-month periods endedSeptember 30, 2022 and 2021, respectively. The cost of revenue for the three months endedSeptember 30, 2022 was$0 as it was a small service provided to one of our related parties. The cost of sales for the three months endedSeptember 30, 2021 of$1,807,100 was the costs of our sale of network hardware to a non-related party. Operating expenses. Our operating expenses consist primarily of compensation and benefits, professional advisor fees, research and development expenses, cost of promotion, business development, business travel, transportation costs, and other expenses incurred in connection with general operations. Our operating expenses increased by$704,637 , or 42.0%, to$2,380,851 for the three-month period endedSeptember 30, 2022 , from$1,676,214 for the three months endedSeptember 30, 2021 . The increase was mainly due to the increase in professional services, payroll and related expenses and amortization expense of$619,688 ,$344,004 , and$79,000 , respectively, which was offset by the decrease in equipment leasing, stock-based compensation expense and insurance expense of$210,000 ,$101,624 and$94,533 , respectively. The increases in payroll and related expenses and professional fee were partially related to the consolidation of newly acquired subsidiary, MEPA. 37
Net non-operating loss. We had$1,428,543 in net non-operating loss for the three months endedSeptember 30, 2022 , as compared to net non-operating income of$3,374,616 for the three months endedSeptember 30, 2021 . Net non-operating loss in the three months endedSeptember 30, 2022 represents a loss of$1,318,614 in foreign exchange translation and financing cost of$121,703 from the amortization of bond issuing costs, which was offset by a net other income of$11,799 . Net non-operating income in the three months endedSeptember 30, 2021 represents a gain of$27,402 in foreign exchange translation, financing cost of$47,775 from the amortization of bond issuing costs, unrealized gain in investment of$3,375,049 and a net other income of$19,940 . Loss before income taxes. Our loss before income taxes increased by$5,507841 , or 323.7%, to$3,806,539 for the three months endedSeptember 30, 2022 , from an income of$1,701,314 for the three months endedSeptember 30, 2021 , as a result of the factors described above.
Total comprehensive loss. As a result of the cumulative effect of the factors
described above, our total comprehensive loss increased by
Comparison of Nine months ended
The following table sets forth key components of our results of operations
during the nine-month periods ended
Nine Months Ended September 30, Change 2022 2021 $ % Revenue - related party$ 6,073 $ 1,882,000
$ (1,875,927 ) (99.7 )% Cost of revenue - 1,850,978 (1,850,978 ) (100.0 )% Operating expenses 6,075,775 6,843,728 (767,953 ) (11.2 )% Loss from operations (6,069,702 ) (6,812,706 ) 743,004 (10.9 )%
Net non-operating loss (2,949,378 ) 2,753,250 (5,702,628 ) (207.1 )% Loss before income taxes (9,019,080 ) (4,059,456 )
(4,959,624 ) 122.2 % Income tax expense 1,600 3,257 (1,657 ) (50.9 )% Net Loss (9,020,680 ) (4,062,713 ) (4,957,967 ) (122.0 )%
Other comprehensive income (loss) 2,482,003 (160,708 ) 2,642,711 (1,644.4 )% Total comprehensive loss$ (6,538,677 ) $ (4,223,421 )
$ (2,315,256 ) 54.8 % Revenue. Our total revenue was$6,073 and$1,882,000 for the nine months periods endedSeptember 30, 2022 and 2021, respectively. Our total revenue was$6,073 for the nine months period endedSeptember 30, 2022 represents an income from providing satellite service to one of our related parties. Our total revenue of$1,882,000 for the nine months period endedSeptember 30, 2021 composed of the sales of ground antenna units to one of our related parties and sales of network hardware to a non-related party. Cost of revenue. Our cost of sales was$0 and$1,850,978 for the nine-month periods endedSeptember 30, 2022 and 2021, respectively. The cost of sales for the nine months endedSeptember 30, 2022 was$0 as there is no cost directly associated with providing satellite service to one of our related parties. The cost of sales for the nine months endedSeptember 30, 2021 of$1,850,978 was for the sales of ground antenna units to one of our related parties and sales of network hardware to a non-related party. Operating expenses. Our operating expenses consist primarily of compensation and benefits, professional advisor fees, research and development expenses, cost of promotion, business development, business travel, transportation costs, and other expenses incurred in connection with general operations. Our operating expenses decreased by$767,953 , or 11.2%, to$6,075,775 for the nine months endedSeptember 30, 2022 , from$6,843,728 for the nine months endedSeptember 30, 2021 . This decrease was mainly due to the decrease in non-cash stock-based compensation expense, insurance expense, legal expense, equipment leasing and accounting and audit fees of$1,001,979 ,$314387 ,$217,181 ,$210,000 and$148,129 , respectively, which was offset by the increase in professional services, consulting fee and payroll and related expenses as the result of warrant re-valuation of$900,407 ,$118,327 and$120,442 . 38
Net non-operating loss. We had$2,949,378 in net non-operating loss for the nine months endedSeptember 30, 2022 , as compared to net non-operating income of$2,753,250 for the nine months endedSeptember 30, 2021 . Net non-operating income in the nine months endedSeptember 30, 2022 represents loss on foreign exchange translation of$2,602,872 , amortization of financing cost of$360,089 , unrealized loss in investment of$21,157 and net other income of$34,740 . Net non-operating expense in the nine months endedSeptember 30, 2021 represents an unrealized gain in investment of$2,731,569 , amortization of financing cost of$143,434 from bond issuing, gain in foreign exchange translation of$169,316 and net other loss of$4,201 . Loss before income taxes. Our loss before income taxes decreased by$4,959,624 , or 122.2%, to$9,019,080 for the nine months endedSeptember 30, 2022 , from a loss of$4,059,456 for the nine months endedSeptember 30, 2021 , as a result of the factors described above.
Income tax expense. Income tax expense was
Total comprehensive loss. As a result of the cumulative effect of the factors described above, our total comprehensive loss increased by$2,315,256 , or 54.8%, to$6,538,677 for the nine months endedSeptember 30, 2022 , from$4,223,421 for the nine months endedSeptember 30, 2021 .
Liquidity and Capital Resources
As of
The following table provides detailed information about our net cash flow:
Cash Flow Nine Months EndedSeptember 30, 2022 2021
Net cash used for operating activities
(1,419,781 ) (63,010 )
Net cash provided by financing activity 8,995,017 1,152,769 Net decrease in cash and cash equivalents 195,478 (325,748 ) Cash at beginning of year
3,288,813 3,794,591 Foreign currency translation effect on cash 2,482,003 (160,708 ) Cash at end of the periods$ 5,966,294 $ 3,308,135 Operating Activities Net cash used for operating activities was$7,379,758 for the nine months endedSeptember 30, 2022 , as compared to$1,415,507 for the nine months endedSeptember 30, 2021 . In addition to the net loss of$9,020,680 , the increase in net cash used for operating activities during the nine months endedSeptember 30, 2022 was mainly due to an increase in prepaid expenses and other current assets of$2,216,352 and a decrease in operating lease liability of$195,544 , which was offset by a decrease in accounts receivable of$75,180 , increase in accounts payable of$262,419 and increase in accrued expense and other current liabilities of$1,526,171 . In addition to the net loss of$4,062,713 , the increase in net cash used for operating activities during the nine-month period endedSeptember 30, 2021 was mainly due to decrease in accounts payable and increase of prepaid expenses and other current assets of$309,712 and$46,248 , respectively, offset by the increase in accrued expenses and other current liabilities, prepayment from customer and operating lease liability of$1,903,246 ,$1,231,200 and$43,464 , respectively, and decrease in inventory
of$50,332 . Investing Activities
Net cash used for investing activities for the nine months endedSeptember 30, 2022 was$1,419,781 as compared to net cash used for investing activities of$63,010 for the nine months endedSeptember 30, 2021 . The net cash used for investing activities for the nine months endedSeptember 30, 2022 was mainly due to the acquisition of short-term investment of$1,416,142 and acquisition of property and equipment of$11,462 , which was offset by proceeds from disposal of trading security of$7,823 . The net cash used for investing activities for the nine months endedSeptember 30, 2021 was mainly due to the purchase of property and equipment of$85,628 , which was offset by the proceeds from disposal of property and equipment of$26,063 . 39 Financing Activities Net cash provided by financing activities for the nine months endedSeptember 30, 2022 and 2021 was$8,995,017 and$1,152,769 , respectively. Net cash provided by financing activities for the nine months endedSeptember 30, 2022 was mainly attributable to net proceeds from short-term loans of$9,015,361 , which was offset by the repayment on long-term loan and finance lease liability of$11,065 and$9,279 , respectively. Net cash provided by financing activities for the nine months endedSeptember 30, 2021 was mainly attributable to the proceeds from short-term loans of$1,169,561 . OnMay 9, 2019 , two of our current shareholders, whom we refer to as the Lenders, each committed to provide us with a$10 million bridge loan, or together, the Loans, for an aggregate principal amount of$20 million , to bridge our cash flow needs prior to our obtaining a mortgage loan to be secured by ourTaiwan land parcel which we recently purchased. TheTaiwan land parcel consists of approximately 6.36 acres of undeveloped land located at the Taishui Grottoes in theXinyi District of Keelung City,Taiwan . Aerkomm Taiwan contracted to purchase theTaiwan land parcel forNT$1,056,297,507 , orUS$34,474,462 , and as ofJuly 3, 2019 we completed payment of the purchase price for theTaiwan land parcel in full. We are now waiting for title to theTaiwan land parcel to be transferred to us pending the completion of our satellite ground station licensing process. The Loans will be secured by theTaiwan land parcel with the initial closing date of the Loans to be a date, designated by us, within 30 days following the date that the title for theTaiwan land parcel is fully transferred to and vested in our subsidiary, Aerkomm Taiwan. The Loans will bear interest, non-compounding, at theBank of America Prime Rate plus 1%, annually, calculated on the actual number of days the Loans are outstanding and based on a 365-day year and will be due and payable upon the earlier of (1) the date of our obtaining a mortgage loan secured by theTaiwan land parcel with a principal amount of not less than$20 million and (2) one year following the initial closing date of the Loans. The Lenders also agreed to an earlier closing of up to 25% of the principal amounts of the Loans upon our request prior to the time that title to theTaiwan land parcel is transferred to our subsidiary,Aerkomm Taiwan , provided that we provide adequate evidence to the Lenders that the proceeds of such an earlier closing would be applied to pay our vendors. We, of course, cannot provide any assurances that we will be able to obtain a mortgage on theTaiwan land parcel once the acquisition is completed. OnApril 25, 2022 , the Lenders amended the commitment and agreed to increase the percentage of earlier closing amount from 25% to 100%. As of the date of this report, we don't have any outstanding balance under the Loans from the Lenders. OnJuly 10, 2018 , in conjunction with our agreement to acquire theTaiwan land parcel, we entered into a binding letter of commitment withMetro Investment Group Limited , or MIGL, pursuant to which we agreed to pay MIGL an agent commission of four percent (4%) of the full purchase price of theTaiwan land parcel, equivalent to approximatelyUS$1,387,127 , for MIGL's services provided with respect to the acquisition. Under the terms of the initial agreement with MIGL, we agreed to pay this commission no later than 90 days following payment in full of theTaiwan land parcel purchase price. OnMay 2019 andDecember 2021 , we amended the binding letter of commitment with MIGL to extend the payment to be paid after the full payment of the Land acquisition price until no later thanJune 30, 2022 . If there is a delay in payment, we shall be responsible for punitive liquidated damages at the rate of one tenth of one percent (0.1%) of the commission per day of delay with a maximum cap to these damages of five percent (5%). Under applicable Taiwanese law, the commission was due and payable upon signing of the letter of commitment even if the contract is cancelled for any reason and the acquisition is not completed. We have recorded the estimated commission to the cost of land and will be paying the amount no later thanJune 30, 2022 . We are currently negotiating with MIGL to amend the agreement to further extend the payment term. We have not generated significant revenues, excluding non-recurring revenues in 2021 and 2019, and will incur additional expenses as a result of being a public reporting company. Currently, we have taken measures that management believes will improve our financial position by financing activities, including, in 2022, having successfully completed short-term borrowings and other private loan commitments, including the Loans from our investors, discussed above. With our current available cash, the$20 million in loan commitments from the Lenders and our expectations for our ability to raise funds in the near term, we believe our working capital will be adequate to sustain our operations for the next twelve months. However, even if we successfully raise sufficient capital to satisfy our needs over the next twelve months, following that period we will require additional cash resources for the implementation of our strategy to expand our business or for other investments or acquisitions we may decide to pursue. If our internal financial resources are insufficient to satisfy our capital requirements, we will need seek to sell additional equity or debt securities or obtain additional credit facilities, although there can be no assurances that we will be successful in these efforts. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects. 40
OnJune 28, 2022 , we entered into a subscription agreement with an investor who agreed to purchase 516,666 shares of our common stock for6.00 Euros per share for an aggregate purchase price of3,100,000 Euros (the "Purchase Price"). OnJune 29, 2022 , we received the first installment of the Purchase Price of$3,175,200 , equivalent to3,000,000 Euros , from this investor. Despite the fact that we have received the investor's funds, the subscription agreement, as amended onJuly 29, 2022 , is subject to a cooling off period pursuant to which it may be terminated prior toDecember 31, 2022 by either party at any time and for any reason. If the subscription agreement is terminated by the investor, we will be required to return the Purchase Price funds to the investor, without interest. Additionally, if the final installment on theEuro 3,100,000 subscription amount is not received by us byDecember 31, 2022 , as that date may be further extended by mutual agreement of the parties, the subscription agreement will terminate and we will be required to return all Purchase Price funds received to the investor. Because of the wording of the subscription agreement, we cannot assure you at this time that we will not be required to return the Purchase Price funds to the investor. OnJuly 29,2022 ,MEPA Lab . entered into an additional subscription agreement with the investor who agreed to purchase 4,400,000 shares ofMEPA Lab's common stock for an aggregate purchase price of$4,400,000 . To date, the investor has paid the Company$4,324,000 against the purchase price. Despite the fact that we have received a substantial portion of the subscribed for investment, the subscription agreement is subject to a cooling off period pursuant to which it may be terminated prior toDecember 31, 2022 by either party at any time and for any reason. If the subscription agreement is terminated by the investor, we will be required to return the funds paid by the investor against the subscription amount to the investor, without interest. Additionally, if the final installment on the subscription amount is not received by us byDecember 31, 2022 , as that date may be further extended by mutual agreement of the parties, the subscription agreement will terminate and we will be required to return all funds received to the investor. Because of the wording of the subscription agreement, we cannot assure you at this time that we will not be required to return the invested funds to the investor. OnSeptember 15, 2022 , we entered into an additional subscription agreement with the investor referenced above who agreed to purchase 966,669 shares of our common stock for6.00 Euros per share for an aggregate purchase price of5,800,000 Euros ($5,810,458 at the agreed upon exchange rate of EUR/USD 0.9982 ). To date, this investor has paid us$5,000,000 against the purchase price. Despite the fact that we have received a substantial portion of the subscribed for investment, the subscription agreement is subject to a cooling off period pursuant to which it may be terminated prior toDecember 31, 2022 by either party at any time and for any reason. If the subscription agreement is terminated by the investor, we will be required to return the funds paid by the investor against the subscription amount to the investor, without interest. Additionally, if the final installment on the subscription amount is not received by us byDecember 31, 2022 , as that date may be further extended by mutual agreement of the parties, the subscription agreement will terminate and we will be required to return all funds received to the investor. Because of the wording of the subscription agreement, we cannot assure you at this time that we will not be required to return the invested funds to the investor.
We have not issued any shares to the investor for either of these two subscriptions and we are temporarily accounting for these investment as short-term loans to us.
Capital Expenditures Our operations continue to require significant capital expenditures primarily for technology development, equipment and capacity expansion. Capital expenditures are associated with the supply of airborne equipment to our prospective airline partners, which correlates directly to the roll out and/or upgrade of service to our prospective airline partners' fleets. Capital spending is also associated with the expansion of our network, ground stations and data centers and includes design, permitting, network equipment and installation costs.
Capital expenditures for the nine months ended
We anticipate an increase in capital spending in our fiscal year endedDecember 31, 2022 and estimate that capital expenditures will range from$10 million to$50 million as we begin airborne equipment installations and continue to execute our expansion strategy. We expect to raise these funds through our planned public offering, the registration statement for which is currently under review by theSEC , and/or through other sources of equity or debt financings. There can be no assurance, however, that our planned public offering will proceed successfully, if at all, or that we will be able to raise the required funds through other means on acceptable terms to us, if at all. Inflation Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in our industry and continually maintain effective cost control in operations.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities. 41 Seasonality
Our operating results and operating cash flows historically have not been subject to significant seasonal variations. This pattern may change, however, as a result of new market opportunities or new product introductions.
Critical Accounting Policies The preparation of financial statements in conformity with accounting principles generally accepted inthe United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management's difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements: Concentrations of Credit Risk. Financial instruments that potentially subject to significant concentrations of credit risk consist primarily of cash in banks. As ofDecember 31, 2021 and 2020, the total balance of cash in bank exceeding the amount insured by theFederal Deposit Insurance Corporation (FDIC) for the Company was approximately$2,134,000 and$0 , respectively. The balance of cash deposited in foreign financial institutions exceeding the amount insured by local insurance is approximately$3,265,000 and$3,106,000 as ofSeptember 30, 2022 andDecember 31, 2021 , respectively. We perform ongoing credit evaluation of its customers and requires no collateral. An allowance for doubtful accounts is provided based on a review of the collectability of accounts receivable. We determine the amount of allowance for doubtful accounts by examining its historical collection experience and current trends in the credit quality of its customers as well as its internal credit policies. Actual credit losses may differ from our estimates. Inventories. Inventories are recorded at the lower of weighted-average cost or net realizable value. We assess the impact of changing technology on our inventory on hand and writes off inventories that are considered obsolete. Estimated losses on scrap and slow-moving items are recognized in the allowance for losses.
Research and Development Costs. Research and development costs are charged to operating expenses as incurred. For the nine months endedSeptember 30, 2022 and 2021, we incurred approximately$0 and$0 of research and development costs, respectively. Property and Equipment. Property and equipment are stated at cost less accumulated depreciation. When value impairment is determined, the related assets are stated at the lower of fair value or book value. Significant additions, renewals and betterments are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed by using the straight-line and double declining method over the following estimated service lives: computer equipment - 3 to 5 years, furniture and fixtures - 5 years, satellite equipment - 5 years, vehicles - 5 years and lease improvement - 5 years. Construction costs for on-flight entertainment equipment not yet in service are recorded under construction in progress. Upon sale or disposal of property and equipment, the related cost and accumulated depreciation are removed from the corresponding accounts, with any gain or loss credited or charged to income in the period of sale or disposal. We review the carrying amount of property and equipment for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We determined that there was no impairment loss for the nine months endedSeptember 30, 2022 and 2021. Right-of-Use Asset and Lease Liability. InFebruary 2016 , the FASB issued ASU No. 2016-02, "Leases" (Topic 842) ("ASU 2016-02"), which modifies lease accounting for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases and finance leases under previous accounting standards and disclosing key information about leasing arrangements. A lessee should recognize the lease liability to make lease payments and the right-of-use asset representing its right to use the underlying asset for the lease term. For operating leases and finance leases, a right-of-use asset and a lease liability are initially measured at the present value of the lease payments by discount rates. The Company's lease discount rates are generally based on its incremental borrowing rate, as the discount rates implicit in the Company's leases is readily determinable. Operating leases are included in operating lease right-of-use assets and lease liabilities in the consolidated balance sheets. Finance leases are included in property and equipment and lease liability in our consolidated balance sheets. Lease expense for operating expense payments is recognized on a straight-line basis over the lease term. Interest and amortization expenses are recognized for finance leases on a straight-line basis over the lease term. For the leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. We adopted ASU 2016-02 effectiveJanuary 1, 2019 . 42
Goodwill and Purchased Intangible Assets.Goodwill represents the amount by which the total purchase price paid exceeded the estimated fair value of net assets acquired from acquisition of subsidiaries. We test goodwill for impairment on an annual basis, or more often if events or circumstances indicate that there may be impairment. Purchased intangible assets with finite life are amortized on the straight-line basis over the estimated useful lives of respective assets. Purchased intangible assets with indefinite life are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Purchased intangible asset consists of satellite system software and is amortized over 10 years. Fair Value of Financial Instruments. We utilize the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following: Level 1 - Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. Level 2 - Inputs to the valuation methodology are quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument. Level 3 - Inputs to the valuation methodology are unobservable inputs based upon management's best estimate of inputs market participants could use in pricing the asset or liability at the measurement date, including assumptions. The carrying amounts of the Company's cash and restricted cash, accounts payable, short-term loan and other payable approximated their fair value due to the short-term nature of these financial instruments. The Company's short-term investment and long-term investment are classified within Level 1 of the fair value hierarchy onSeptember 30, 2022 . The Company's long-term bonds payable, long-term loan and lease payable approximated the carrying amount as its interest rate is considered as approximate to the current rate for comparable loans and leases, respectively. There were no outstanding derivative financial instruments as ofSeptember 30, 2022 . Revenue Recognition. We recognize revenue when performance obligations identified under the terms of contracts with our customers are satisfied, which generally occurs upon the transfer of control in accordance with the contractual terms and conditions of the sale. Our revenue for the nine months endedSeptember 30, 2022 composed of the service income to one of our related parties. The majority of our revenue is recognized at a point in time when product is shipped or service is provided to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods, which includes estimates for variable consideration. We adopted the provisions of ASU 2014-09 Revenue from Contract with Customers (Topic 606) and the principal versus agent guidance within the new revenue standard. As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenue when (or as) we satisfy a performance obligation. Customers may make payments to the Company either in advance or in arrears. If payment is made in advance, the Company will recognize a contract liability under prepayments from customers until which point the Company has satisfied the requisite performance obligations to recognize revenue. Income Taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Adjustments to prior period's income tax liabilities are added to or deducted from the current period's tax provision. The Company follows FASB guidance on uncertain tax positions and has analyzed its filing positions in all the federal, state and foreign jurisdictions where it is required to file income tax returns, as well as all open tax years in those jurisdictions. The Company files income tax returns in the US federal, state and foreign jurisdictions where it conducts business. It is not subject to income tax examinations by US federal, state and local tax authorities for years before 2017. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on its consolidated financial position, results of operations, or cash flows. Therefore, no reserves for uncertain tax positions have been recorded. The Company does not expect its unrecognized tax benefits to change significantly over the next twelve months. The Company's policy for recording interest and penalties associated with any uncertain tax positions is to record such items as a component of income before taxes. Penalties and interest paid or received, if any, are recorded as part of other operating expenses in the consolidated statement of operations. 43 Foreign Currency Transactions. Foreign currency transactions are recorded inU.S. dollars at the exchange rates in effect when the transactions occur. Exchange gains or losses derived from foreign currency transactions or monetary assets and liabilities denominated in foreign currencies are recognized in current income. At the end of each period, assets and liabilities denominated in foreign currencies are revalued at the prevailing exchange rates with the resulting gains or losses recognized in income for the period. Translation Adjustments. If a foreign subsidiary's functional currency is the local currency, translation adjustments will result from the process of translating the subsidiary's financial statements into the reporting currency of our company. Such adjustments are accumulated and reported under other comprehensive income (loss) as a separate component of stockholders' equity. Earnings (Loss) Per Share. Basic earnings (loss) per share is computed by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing income available to common shareholders by the weighted-average number of shares of common outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include stock warrants and outstanding stock options, shares to be purchased by employees under the Company's employee stock purchase plan.
Subsequent Events. The Company has evaluated events and transactions after the reported period up toAugust 17, 2022 , the date on which these unaudited condensed consolidated financial statements were available to be issued. All subsequent events requiring recognition as ofSeptember 30, 2022 have been included in these consolidated financial statements.
Recent Accounting Pronouncements
Simplifying the Accounting for Debt with Conversion and Other Options.
InJune 2020 , the FASB issued ASU 2020-06 to simplify the accounting in ASC 470, Debt with Conversion and Other Options and ASC 815, Contracts in Equity's Own Entity. The guidance simplifies the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity's own equity. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. This ASU will be effective beginning in the first quarter of the Company's fiscal year 2022. Early adoption is permitted. The amendments in this update must be applied on either full retrospective basis or modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. We adopted ASU 2020-06 as ofSeptember 30, 2022 and the adoption does not have significant impact on our consolidated financial statements and related disclosures as of and for the nine months endedSeptember 30, 2022 . Financial Instruments InJune 2016 , the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"), which modifies the measurement of expected credit losses of certain financial instruments. InFebruary 2020 , the FASB issued ASU 2020-02 and delayed the effective date of ASU 2016-13 until fiscal year beginning afterDecember 15, 2022 . We are currently evaluating the impact of adopting ASU 2016-13 on our unaudited condensed consolidated financial statements.
Simplifying the Accounting for Income Taxes
InDecember 2019 , the FASB issued ASU 2019-12 to simplify the accounting in ASC 740, Income Taxes. This guidance removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. This ASU will be effective beginning in the first quarter of the Company's fiscal year 2021. Early adoption is permitted. Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. The adoption of ASU 2019-12 does not have a significant impact on our unaudited condensed consolidated financial statements as of and for the nine months endedSeptember 30, 2022 . Earnings Per Share InApril 2021 , the FASB issued ASU 2021-04, which included Topic 260 "Earnings Per Share". This guidance clarifies and reduces diversity in an issuer's accounting for modifications or exchanges of freestanding equity-classified written call options due to a lack of explicit guidance in the FASB Codification. The ASU 2021-04 is effective for all entities for fiscal years beginning afterDecember 15, 2021 . Early adoption is permitted. we adopted ASU 2021-04 as ofSeptember 30, 2022 and the adoption does not have significant impact on our condensed consolidated financial statements as of and for the nine months endedSeptember 30, 2022 . 44
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