Ondas Holdings Inc (ONDS) 2022 Q3 法說會逐字稿

Welcome to the Ondas Holdings, Inc. Third Quarter 2022 Conference Call. All participants will be in listen-only mode. [Instructor Instructions) Before we begin, the company would like to remind you that this call may contain forward-looking statements. While these forward-looking statements reflect Ondas' best current judgment, they are subject to risks and uncertainties that could cause actual results to differ materially from those implied by these forward-looking statements. These risk factors are discussed in Ondas periodic SEC filings and in the earnings press release issued today, which are both available on the company's website. Ondas undertakes no obligation to revise or update any forward-looking statements to reflect future events or circumstances, except as required by law. Please note, this event is being recorded. I would now like to turn the presentation over to Eric Brock, Chairman and CEO. Please go ahead.

Well, good morning. It's a pleasure to welcome you to our conference call. I'm happy to be joined today by Derek Reisfield, our President and CFO, Stewart Kantor, the Founder and President of Ondas Networks; and Reese Mozer, America Robotics Founder and CEO. Let's begin with some opening remarks before we outline today's agenda. I want to start by emphasizing that business is on track at Ondas. The technology-based leadership positions we have established with customers in the critical infrastructure and services markets we target continues to strengthen. We expect this to create substantial shareholder value and are determined to deliver that value to our investors.

This is a theme we will come back to. As our investors are well aware, we have invested substantial amounts in our technology platforms. If you look at Ondas Networks, American Robotics and now with Airobotics, who we are in the process of acquiring, we have collectively invested well over $250 million in our businesses. This is a substantial sum and quite clearly, our investors have not yet been rewarded for that investment and our hard work. Of course, I believe we will be rewarded and it's my responsibility along with our management team to make sure that we deliver on our plan and earn our just rewards on your behalf. 

The ultimate measuring stick for the value creation we expect is clearly the revenue, profit and cash flow that we can generate from the monetization of our platform technologies. This is always the case. We don't develop wireless network technology or autonomous drone and data capabilities for the Us and odds they generate. Our purpose is not to impress engineers. Our purpose is to generate tangible financial rewards for you. Our management team is hugely focused on monetizing the substantial investments we have made by delivering that revenue and profit growth, which we deserve. We believe the revenue ramp will start with Ondis Networks, where we continue to advance the 900 megahertz net worth with Siemens and the Class I rails. Prelaunch activity with the Class I has progressed and the initial volume order from Siemens received in the third quarter illustrates that we are moving close to wide-scale adoption in a meaningful revenue ramp.

At America Robotics, we continue to make progress with customers toward large revenue opportunities. We have learned a lot in the field in new verticals, including oil and gas and mining in our engineering the scalable solution by integrating new data capabilities with payloads and analytics development. We are defining these solutions can-in-hand with customer input, and we are very optimistic in our ability to deliver here. Airobotics is similarly progressing their plan, while we and the Airobotics team work closely on supporting the integration of the 2 companies. Airobotics is seeing fleet demand build as they're incredibly impressive and mature, optimist drone platform and field service capabilities are being recognized by customers via fleet adoption. We will provide more context during the call around the excitement for Airobotics business prospects and the benefits of combining our down platforms. I look forward to sharing more details on our business progress across Ondas as we move through the presentation this morning.

So with these opening remarks, I will now outline the agenda. I will start the call with some details and commentary on the funding we announced at the end of October. I will then provide a brief update on Airobotics, focusing on the deal time line and highlighting the integration activity between the 2 companies as well as recent significant customer announcements. Then I will turn to Derek for the financial review before we provide updates on progress made on the business plans at Ondas Networks and AR. And of course, Stewart and Reese will help lead that discussion. And I will wrap the call by focusing on the outlook before we take investor questions. Let's start by highlighting the recent move to strengthen our balance sheet. As we all know, the financial markets have been challenging for the better part of a year now, if not longer. In this environment, smaller, emerging technology companies like Ondas have been under particular pressure from both a cost of capital and access to capital perspective.

 Meanwhile, we are positioning the company in huge markets in investing to drive significant platform adoption and revenue growth. In this difficult financial climate, we were able to secure $30 million from a convertible note offering. We raised this capital from a high-quality investor group. Pro forma cash balances as of September 30 are $43 million adjusting for the net proceeds of the note offering. I am very pleased with this outcome, including the key terms, which we have included on this slide. I believe the overhang of an obvious funding need for Ondas in a difficult equity market have been unduly pressuring the shares lower. So this event removes that overhang and allows us to execute our plan and deliver the growth that our investors are looking for and our management team is focused on.

 In addition to increasing our balance sheet liquidity, I want to highlight that we have access to additional potential sources of capital. The agreement for the notes offering has an option for an additional $30 million in gross proceeds in additional convertible notes under similar terms. The total $60 million of potential amounts available under the convertible notes transaction, combined with the ATM we have in place represents incremental potential liquidity of over $90 million. Of course, we don't believe we need all that capital for our plan, and we will be prudent here. I highlight this because I believe our funding profile should alleviate any fears over Ondas' support from investors in access to capital. To sum it up, we have secured an agreement for investment of up to $60 million in Ondas, demonstrating, in my opinion, a strong belief in the value of our technology, end markets and growth outlook across Ondas Networks, America Robotics in sun Airobotics.

 Moving to Airobotics, I would like to provide an update on the deal time line and business progress. We feel good about the process and the time line visibility. We expect to close the acquisition in the first quarter of 2023, and more specifically in January. The next key event will be the Airobotics shareholder vote on December 18. Major shareholders have communicated their support to Ondas for this compelling combination. After the shareholder vote, the deal should move swiftly to close about a month later. Customers are responding very positively to this transaction. We have spent time with Airobotics customers and partners, and they are very happy with the strength of the combined company, both from a balance sheet and technology standpoint.

Similarly, our customers here in the U.S. with American Robotics are excited about the breadth of services we can offer and future product development road maps. We believe we will see significant interest in the United States for the Airobotics Optimus platform from both commercial and government customers as well as potential strategic partners. We look forward to sharing more specifics around the business plan after the deal closes. In the meantime, the integration work we have been doing positions us to hit the ground running when we do close the transaction.

I want to also highlight the massive achievement announced last week by Airobotics. In fact, I have to pound the table on this and congratulate the team at Airobotics. Last Wednesday, Airobotics announced that a UAE government agency in Dubai has placed a $2 million follow-on offer for 2 Optimisrown platforms. This order will build upon the 2 systems they have already deployed in Dubai and comes after extensive performance and reliability testing in 2021. Importantly, this order marks the initial rollout of a fleet of autonomous drones that will be deployed by Airobotics with this customer throughout the city of Dubai. The Optimistones will be used for public safety, homeland security and smart city applications. It is entirely accurate to say this order is a landmark event for the drone industry. We believe this is the first true fleet deployment of autonomous drone systems in the world. What makes it even more noteworthy is that this deployment is in an urban environment. From a regulatory standpoint, operations of drones, both autonomous and piloted cap to pass an incredibly high bar in terms of reliability and safety to be widely deployed and that bar is even higher for heavily populated environments. 

Very few industry observers have thought a citywide autonomous drone deployment was possible, but here we are. Airobotics has proven their system provides customers highly valuable data and information services, and more importantly, a fleet of autonomous Optimus drones can be reliably and safely deployed in densely populated cities. We see additional fleet demand across the region and globally as well. This customer has publicly indicated that the initial Airobotics Optimus fleet deployment is targeted for 24 systems based in strategic locations covering the city of Dubai. Again, this is a landmark deal, which we believe will lead to significant growth ahead. I will now hand the call over to our CFO, Derek Reisfield to walk through our financial results in more detail. Derek?

Thanks, Eric. As I get started, I want to remind our investors that our financial statements reflect the investment in preparation for larger commercial rollouts within Ondas Networks and American Robotics, which we believe we will soon see. Revenues for the periods presented have been generated by FullMAX product sales and service revenues for customers, including Class 1 railroads, in addition to product development programs with Siemens. Of course, we believe this activity has served to establish the broader opportunity and will lead to significant growth in the FullMAX based wireless systems and scout deployments in the coming years. For the third quarter of 2022, revenues were $600,000. This was an increase from $300,000 during Q3 last year. Revenues during the recent quarter were generated by product sales in addition to services related to the Class 1 Federated rail lab shipped to NVXRail in the third quarter. In addition, we advanced the HOT and European product development programs with Siemens. 

Gross margin improved significantly to 63.2% for the third quarter of 2022 compared with gross margin of 4.8% in the prior year period. As we have described in our prior calls, due to the historically lumpy nature of development programs and customer product sales and services, gross margins can be volatile on a quarterly basis. The margin improvement is primarily due to a larger proportion of high-margin product sales and services revenue in the revenue mix during Q3 this year. Operating expenses increased to $13.9 million for the third quarter of 2022 as compared to $4.9 million in the prior year. The increase in operating expenses was primarily due to spending at American Robotics, where we grew headcount over the last 12 months to support customer activity and due to deal expenses incurred for the Airobotics acquisition. Noncash expenses totaled $2.8 million for the third quarter of 2022. Stock-based compensation was approximately $1.5 million in the third quarter. That increased by approximately $1.2 million from the prior year. 

Depreciation and amortization expenses increased from $700,000 in the third quarter of 2021 to approximately $1.3 million in the third quarter of 2022. The bulk of the increase in noncash expenses is related to the acquisition of American Robotics. Operating expenses in the third quarter of 2022 also included approximately $1.7 million in professional and advisory fees related to the Airobotics acquisition. We consider these acquisition-related expenses to be nonrecurring. Excluding noncash expenses and nonrecurring professional fees related to the Airobotics transaction, operating expenses were equal to approximately $9.5 million, which were higher than expected due to accelerated spending on customer-related activity at American robotics. While our operating expenses were higher than initially expected, we believe the additional investments we made were prudent and necessary for the expansion of our services and capabilities to ultimately drive larger revenue opportunities over the longer term. 

The company realized an operating loss of approximately $13.5 million for the third quarter of 2022 as compared to $4.9 million for the third quarter of 2021. This loss includes the aforementioned noncash and nonrecurring expenses. As noted, the increase in both cash and noncash expenses related to the business development activity and the addition of American Robotics operating expenses, which were not included in last year's full Q3 results were the biggest driver of the year-over-year increase in operating losses. Now let's turn to the balance sheet. We ended the third quarter with approximately $15.3 million of cash. As Eric mentioned earlier, pro forma for the convertible notes offering, our cash position would have been approximately $43 million. Outside of the new convertible notes, we maintained minimal long-term debt and a $93.8 million equity position. Of course, our equity position reflects the substantial investments made in our FullMAX and Scout technology platforms. We feel good about our balance sheet and believe it supports our business plan. And now I will hand the call back to Eric.

Thank you, Derek. Let's transition to an update on business development activity at Ondas Networks and American Robotics. Before I ask Stewart and Reese to share details of the progress we are making, I will provide an initial summary of where we are on our key priorities. I will start by reiterating that our business plan is on track, and we believe we are creating significant shareholder value as we work with customers to adopt our technology platforms. Ondas net worth continues to advance launch activities with the Class I rails. And of course, we continue to work closely with Siemens Mobility here.

The initial Siemens volume order of $5.2 million announced in August is validation that we are well positioned to penetrate the global rail market with FullMAX. While we are happy to begin building inventory with Siemens for commercial customer deployments in 900 megahertz, I want to be very candid about the pace of orders and our expectations for growth. I expected to have a higher level of bookings with the Class I rails at this point in time. While we believe those bookings are coming, we need to adhere to the formal transition processes with the railroads, which are taking longer and are a bit more arduous than originally anticipated. 

Remember, our rail customers are operating a mission-critical network, a decision that is a 10, if not 20-year commitment to our platform and involves nearly all aspects of their train operations. As such, they act very deliberately planning commercial deployments, and that explains the comprehensive work we are doing with these customers. We work closely with the railroads on a nearly daily basis and the feedback we get from the Class I rails and runs extremely positive. That extends to organizations within the rail sector, including the AAR and MXP rail. It is clear to us that our FOMAX 16 platform will be adopted broadly across the greenfield 900 megahertz network as well as other mission-critical networks. In short, increased bookings are coming. We continue to expect additional orders in backlog growth, which will lead to a breakout year in 2023 in terms of realizing shipments and revenue. To that point, Stewart will shed more light on the work we are doing to secure additional orders, both from the initial 2 Class I rails were the first to deploy on the new 900 megahertz network in the other freight rail operators as well. As Stewart will highlight, the internal activities that the 2 initial rail launch customers are undertaking to support commercial deployments have been successful, which is moving us closer to an order ramp. 

Before moving to American Robotics, I want to highlight that our success with Validyne in the platform with Siemens and on the 900 megahertz network is leading to adjacent network and end market opportunities. As you know, our joint development work with Siemens has network in North America, in addition to similar on locomotive products tailored to large Asian and European markets. Today's announcement that Siemens has placed an initial order of the jointly developed on locomotive HOT radio for a large Asian railway is a signal that our FOMAX Wireless platform has broad global opportunities. As further evidence of broadening opportunities, we announced an initial order from Elta, a large Israeli defense contractor for a maritime network deployment to support coastal surveillance in a large Asian country. This program with Elta began several years ago but was slowed by COVID-19. We are happy to see it back on track, and we expect follow-on orders for this home security project in use case in 2023 and beyond.

 At American Robotics activity supporting solutions for marquee customers continues. We announced a new oil and gas customer who is deploying in the strategically important Permian Basin, in addition to a new program with Nevada Gold Mines as we continue to concentrate our energy on developing a scalable set of data solutions for focus industries. As Reese will describe, we have taken steps to enhance our payload and data analytics capabilities to help move closer to fleet deployments at AR. I will reiterate, we believe the acquisition of Airobotics clearly positions Ondas as the leading provider of autonomous drones for data-intensive industrial and government services, and we have already done substantial work on integration in front of the deal closing. I'm going to now hand the call to Stewart. Stewart?

Great. Thank you, Eric. As most of you are aware, in the last call, we announced our initial volume order from Siemens for the 900 megahertz greenfield network in North America, where we now have 5 of the Class 1 is active with our FOMAX technology; and two, having completed their launch activities. This order from Siemens was a pivotal event for Ondas Networks, and we're well down the path to scaling production, including having qualified contract manufacturing to start deliveries this quarter.

Similar to other manufacturers, we too have experienced supply chain pressures, but anticipate that we can manage this process going forward as we ramp up our deliveries to address Siemens' backlog. We believe this initial volume order is a reflection of the progress MXDRail, the AAR and the Class I rails have made in qualifying AirLink.16 and completing their associated launch activities. We expect these activities to drive follow-on orders and rail deployments, including expansion into the North American passenger and transit rail markets. 

The next version of the Dot 16 standard, known as iAl802.16t is in its final draft form and honed for the IEEE ratification in the near future. The standard has received strong support from MXC Rail and the AR. And in September, we transferred the rail lab to MXCRail's new headquarters in Pueblo, Colorado, where the lab will be under MXC's control, along with ongoing support from Ondas. We expect new development programs on behalf of rails as MXP and their customers to standardize on Dot 16 in the 900 megahertz network, in addition to other mission-critical Class I rail wireless systems.

Furthermore, we continue to see adoption of dot 16 beyond the North American market. Evidence of this includes our announcement today of our first international volume order from Siemens for delivery in Q1 2023 for a major rail customer in Asia. This order is the result of the completion of our joint development program with Siemens for the next generation HOT radio in Asia. We've already started production activity for this order. This is an on locomotive HOT radio, and it's part of a multiyear delivery program for a large railroad in Asia with a total addressable market of approximately 10,000 units. This Asian rail network is the fourth largest in the world. 

We've progressed on our development work on the advanced radio module, which is part of a new joint development program with Siemens U.K. for the European locomotive market, with deliveries expected in the second half of 2023. And beyond rail, Dot 16 has seen traction in new segments, including the mission-critical homeland security market. As previously announced, we have obtained a new order from Elta, an Israeli-based global defense contractor for coastal surveillance in Asia, and that's to be delivered this year. We expect this is the first of approximately 40 sites to be rolled out in a sovereign country in Asia.

To sum up, we are now scaling for delivery on our first volume order for the 900 megahertz market in North America. In parallel, the rails are testing expanded use cases, which we expect to drive follow-on orders in 900 megahertz and other frequency bands in North America. We're now completing development of the HOT radio for a Siemens customer in Asia with initial volume orders to be delivered in Q1 2023. Furthermore, the advanced radio module is part of a new development program to be delivered to Siemens Rail customers in Europe by Q4 of 2023. Now I'll pass the call over to Reese to provide updates on American Robotics. Reese?

Thank you, Stewart. In Q3, American Robotics achieved a number of important milestones. In M&A and partnership activity, we entered into the definitive agreement to acquire Airobotics, one of the world's foremost leaders in Atondone systems, expanding our portfolio of industry-leading talent, industry-leading IP and broadening our customer pipeline. We also acquired the assets of Field of View, a company that specializes in the integration of payloads into commercial drone platforms. Additionally, we announced a strategic technology partnership with ICI, a leading developer of infrared sensors specializing in the oil and gas market. This partnership was a direct result of customer requirements determined during our pilot engagements as well as the expected updates to EPA regulations, governing rigorous requirements for oil and gas companies to routinely monitor all existing assets across the United States from ethane leaks. 

Regulatory reactivity, American Robotics received 3 new milestone approvals from the FAA, further solidifying our leadership position in fully autonomous BD loss approvals in the United States. The first, in the form of a new exemption permits wide-scale commercial operations of our autonomous Scout system without limitations on use by removing a prior restriction that constrained operations to R&D, crew training and market surveys. The second approval, a waiver, permits expanded area for autonomous BD loss operations, unlocking inspection opportunities for customers with very large industrial sites and linear assets. The third being announced for the first time on the call today is a waiver for emitting automated BD loss operations at 2 new customer sites located in Texas. All 3 were predicted on the prior earnings call, and all 3 have occurred.

With each of these, combined with our prior approvals, it is clear American Robotics is maintaining its IP-enabled competitive advantage in this critical regulatory category. Despite often misleading claims from other vendors, we believe American Robotics remains the only drone manufacturer in the United States to be granted the approval to operate fully autonomous drone systems with no humans on site. In commercial activity, we announced a new purchase order from a leading oil and gas company to deploy Scout systems in the Permian Basin and continue to have other active oil and gas opportunities in the pipeline 

Next, I want to provide some insight on the hard work and the exciting progress that is being made behind the scenes. Behind customer deployments and regulatory milestones, our team is working on a host of initiatives that we believe leads to significant sustained revenue growth. These include new payload integrations, new analytics development, optimization of our customer portal, safety evaluations, cybersecurity evaluations, API integrations and customer training to name a few. Tying this to our customer pilot programs, we are in what can be considered Phase 2 with many of our customers. where we've taken learnings from our proof-of-concept phase and our integrating payload upgrades and analytics features that have been directly requested by our customers.

Once these product enhancements are complete, we expect duplication of the success across all applicable asset sites or in other words, fleet deployments. One of the most notable payload enhancements in process is methane detection, which through our engagements with customers, including ConocoPhillips and Chevron, we believe to be heavily driven by current and pending EPA regulations.

One of the most important questions is, when does this translate into significant revenue growth for the company. For the Scout system, we are currently in the early adopter cycle. We're in additional engagements focused on design partnerships with our customers and new feature introduction. As customers within certain markets require customized payload packages, this translates to an average of 12 to 18-month phase for this initial proof of concept and an average 6 to 12 months for initial fleet rollout, which we characterize as 2 to 10 units per customer.

We expect this cycle to conclude in the third quarter of 2023, at which time we will enter an accelerated cycle where focus is no longer on design and new features, but instead success duplications, both within existing customer accounts as well as new ones. The exception to this is within the bulk materials and aggregates market where no new payloads or analytics are required. After initial fleet rollouts occur, we expect regional fleet rollouts to follow, followed by national fleet rollouts where we can expect hundreds of orders per customer account. By the end of 2024, as case studies become more widely publicized, we expect this process to be further optimized with new sales beginning with a single demo instead of a proof of concept engagement.

As alluded to in the prior slide, fleet readiness depends on sector and the associated payload integration for the Scout system. Among the 3 primary market targets for Scout, both materials and mining is the most ready with no additional payload or analytics development required. With our customers in this market, we anticipate fleet readiness to occur in the first half of 2023. For oil and gas, we are working to integrate the customer requested payloads and analytics mentioned earlier, with the acquisition of Field of View and the partnership with ICI contributing to that effort. We estimate product readiness for fleet deployments within the oil and gas market to occur in the second half of 2023. For rail, we expect product readiness for the Scout system in the first half of 2024, though it's important to note that we expect pure SaaS sales of the Audentes software to occur prior to that in 2023. I'd like to now recap the rationale for the Airobotics acquisition as well as provide updates on progress and outlook. 

First, let's recap some of the key differentiating features of the Airobotics Optimus system. Optimus comes equipped with up to 10 swappable batteries, up to 9 swapable payloads, all powered by a robotic arm within the base station. It offers a variety of industrial-grade payload sensor options, ranging from high resolution video to LiDAR and also offers a delivery solution for small parcels such as medical supplies. This robust system has been designed for harsh environments and thoroughly tested across thousands of flight hours. With these features and others, it enables fully automated 24/7 operations across roughly a 31 square mile area per system. As a result of this industry-leading feature set and reliability, last week, it was announced that Airobotics has received the first in history order for commercial fleet deployment of autonomous drone systems in an urban environment. They cannot be overstated how impactful this is both for the company as well as the industry as a whole. This marks a pivotal inflection point in the autonomous drone industry and the start of a new era for autonomous drone technology in cities. 

The order of 2 Optimus systems doubles the fleet to 4 with the customer planning to cover the entirety of Dubai over the next few years. Additionally, we believe similar fleet adoption opportunities for smart city use cases are in the pipeline. As a result of this customer success, plans to increase inventory at Airobotics has begun, which we at Ondas, are supporting. This inventory will be increased both for anticipated additional orders in the UAE and to build systems for expected interest with governments and commercial customers here in the United States. We ask the same important question again for the Optimus system.

When does this translate into significant revenue growth for the company. Within the Smart City market, Optimus is currently in the accelerated cycle, where design partnerships and new future introductions have concluded. We anticipate this cycle to drive revenue growth over the next few years and beyond with the initial proof-of-concept stage for new customers lasting an average of 2 to 6 months and fleet rollout following. And as I mentioned a moment ago, we are working with Airobotics and plans to build inventory, which we expect to support revenue growth in 2023. 

So why both systems, Scout and Optimus? Mods like the automobile and the traditional aviation industry, these products accept different feature sets, different price points and are designed for different customers. The market opportunity for autonomous drone and bot technology is massive, estimated at over $100 billion in annual recurring revenue and spans numerous sectors and use cases. There dictate system targets the high end of the market spectrum, including smart cities, security, public safety and defense, whereas the Scout system targets a different set of markets with an estimated larger total addressable market, including oil and gas, rail, bulk materials, mining and agriculture. Together, we not only find sales and marketing synergies, but also technology, financial, talent, expertise and regulatory synergies. Together, we believe we are the clear market leaders in autonomous drone and bot technology. This concludes my prepared remarks. I look forward to the Q&A, and I will hand the call back to Eric. Eric?

Well, thank you, Reese. Now let's turn to summarize some of our key business objectives as we wrap up the year and look forward to 2023. As discussed, we are focused on ramping production at Ondas Networks to meet the initial demand from Siemens. Of course, our rail team is working in parallel with Siemens and customers to secure additional 900 megahertz orders from additional railroads. The network being built by the railroads have 10 to 20-year lifetimes, if not longer, and of course, they are large. While the initial ordering has come slower than we like, the long-term opportunity remains there for Ondas.

While we don't expect to meet our original bookings targets for 2022, we do see at least 8 million product and developing bookings as reasonable goal for 2022 and expect to secure significant growth in bookings in 2023. We anticipate providing an update on our 2023 outlook in the first quarter of next year. I want to highlight that we expect increased public dialogues in the rail industry regarding their support for the 16 wireless standard and plans to adopt our FullMAX platform, starting with the greenfield 900 megahertz network. As we have highlighted, the rail industry has been active in the IEEE A2.16 Standards Group and the Federated rental lab operated by MXPRail is poised to become a showcase for our FOMAX technology in critical rail networks. 

Raising awareness within the industry, which, again, we expect the rail customers to do will help accelerate broader ecosystem and vendor participation, driving integration of more and more applications being developed to run on the network. This activity supported by MXVRail and the AAR will serve to further increase the value of our FullMax technology. Lastly, for Ondas Networks, we expect to continue to grow in new markets, as Stewart highlighted. We are tracking passenger and transit product and network development opportunities and look to transition those networks into formal development programs with customers and strategic partners in the coming months, if not sooner. Of course, we were also focused on delivering the new locomotive products we plan to introduce with Siemens in both Asia and Europe. And similarly, we are targeting follow-on orders for the Asian Maritime networks with Elta in creating new opportunities in homemade security.

For American Robotics, we plan to selectively add customers in our targeted oil and gas, mining and rail verticals. Our pipeline continues to be represented by major blue-chip industrial companies with active plans to deploy drones and operations. A bigger emphasis in the near term will be on delivering the back-end data solutions through integrating new payloads and data analytics capabilities tailored to customer requests as described by Reese. Remember, the pathway to success Stoner is much higher by concentrating on solutions development with a handful of motivated customers as opposed to solving the same problem with many customers at the same time. We do not want to dilute our efforts. The scalable data solutions, combined with the capability and autonomy of our Scout system in the Airobotics Optimus system will be critical to drive fleet adoption. For Marico Robotics, we believe we're on the path to see adoption in 2023 in both the mining and oil and gas verticals with existing customers. Of course, and this is incredibly important fleet adoption at Airobotics has already now begun. 

Lastly, we expect to close the Airobotic acquisition in early 2023 with a target of mid to late January. After the close, we plan to hold an investor meeting to outline the combined company business model and growth plan. We believe American Robotics India Robotics have impressive customer opportunities and will deliver revenue growth in 2023 via fleet deployments. To continue the outlook, I want to reiterate that the convertible notes funding in October leaves us with a healthy balance sheet. Our cash position is strong, and we have demonstrated access to capital. We expect cash OpEx of about $9.5 million for the businesses in the fourth quarter, not including ongoing costs related to the Airobotics transaction.

An important message here is that we understand the tight funding environment and the need to deliver on revenue growth. We will live within our means as it relates to investing for growth. We are attacking a huge opportunity at both Ondas Networks and AR and have an ambitious plan, but we need to earn the right to expand that plan, and that's by rewarding shareholders with upside. From here, we are extremely focused on driving revenue growth across our businesses and believe we are positioned to deliver meaningful revenue growth in 2023. 

Before we close, I want to share some broader context around the opportunity ahead for Ondas. The long-term opportunity, which I believe is not fully appreciated, and I will try to be brief. This is important, not just for our investors, but I think it's a topic the wider drone industry has to embrace in front of what we continue to believe is a huge investment cycle in drones. Over the last 10 or even 20 years, we have seen massive energy and talent working to build drone technologies and services. Of course, we have seen a significant amount of capital invested as well. So far, it isn't obvious when the payoff for this hard work will come. We think this is misunderstood. From our view, the drone industry has made significant technical advancements in technologies ranging from UAVs and components, batteries, wireless communications networks and other infrastructure, payloads and data analytics, in addition to professional services groups that are emerging in many other parts of the drone ecosystem. What is further underappreciated is the pace at which these complementary technologies and services are coming together and being integrated and commercialized at the systems level as solutions. 

AR and Airobotics are demonstrating just this by delivering complete turnkey end-to-end solutions. Importantly, customers and regulators are taking notice that these drone driven scalable solutions are emerging. At the same time, you can see on the vendor map we're sharing here, there are simply too many drill companies. This sector is overly fragmented and on average, vendors are subscale and unfortunately, remain poorly capitalized. The result is confused in often disappointed customers as most vendors simply aren't able to bring a complete solution. In addition, investor capital is spread way too thinly like peanut butter across way too many companies.

The adoption cycle in drones needs scale providers, and that's required for and will be valued by customers, regulators and importantly, investors. The industry needs significant consolidation, which we think we will see in the next 3 to 5 years, leading technology providers, industry talent and investors should embrace this opportunity. The drone economy is huge. The focus needs to be on growing the pie, which can only happen if integrators emerge and bring scale to solutions and services demanded by customers. We believe Ondas, with our wireless and autonomous drone platforms and expanding global capabilities has a role to play, and we look forward to continuing to engage with gen industry leaders, regulators and investors to help drive industry growth.

In the context of our leadership position, I want to reiterate again that we believe our shares are undervalued, as we discussed on our last call, leading UAS platforms are valuable. Versus any market survey you will find will confirm that the drone economy is huge with TAMs measured in the many billions of dollars. We see that the UAS market has large submarkets where leaders command billions of dollars in market value and are backed by sophisticated investors. I want to reemphasize, we believe the industrial and commercial markets for automated drone services targeted by AR and Airobotics may ultimately prove to be the most valuable of all drone segments. We believe the rewards for winning will be significant for our investors, which helps you understand why we are being so deliberate in our growth plan. Before we turn the call over to Q&A, I want to reiterate that we remain bullish on the outlook for Ondas and believe our business is strengthening. We are focused on turning the major investments we have made into tangible results in terms of bookings and revenue generation. We believe this starts with Ondas Networks in that our drone platforms with American Robotics and soon, Airobotics will be strong contributors as well. We are at an inflection point now. I am excited to build customer momentum to set us up for big revenue growth in 2023. Operator, please open the call for Q&A.

We will now begin the question-and-answer. (Operator Instructions) Our first question comes from Tim Horan from Oppenheimer.

A few questions. Can you update us maybe on the timing do you think of when you receive a booking and when you can basically recognize revenue for both major segments? And maybe just elaborate a little bit more on the manufacturing capacity that you have for both in terms of revenue generating capacity at this point? And then I have a few follow-ups.

Okay, sure. So we do have that initial order from Siemens, Tim, that we are now producing, and we expect to earn some revenue on that order in Q4 with the bulk being in the first half, and we're targeting Q1 to be a big delivery quarter. As it relates to production, we are ramping. We've been working on the supply chain now for a while, and we believe we'll be able to meet those time lines I just mentioned. And of course, we're in parallel working with the customers and Siemens to book additional orders, and we think that will be -- those additional orders will be produced and delivered and recognized in 2023.

So I guess I... Want -- if you receive an order, if you receive an order, how long would it take you to deliver or recognize revenue, your best guess like if you receive $20 million in bookings in the first quarter that we recognized that in the third quarter?

So as we get orders, we give delivery time lines of 6 to 9 months. And we think as the production process and the supply chain gets going, that will be closer to the 6-month time line. Reese, do you want to talk about the manufacturing outlook on the American Robotics side?

Yes, sure. So we've been working closely with our manufacturing partner that's based here in the Northeast for a couple of years now. So they're pretty much up to speed on producing the Scout system as it exists today. We've already produced roughly 20 of those, and we anticipate 35 to be completed by the beginning of Q2 and we think that will support bulk of our deployments in 2023, and we'll prepare them for larger volume amounts by the end of the year.

And maybe can you give us an update on just the clearing out of the 9 megahertz spectrum, your best guess on the timing at this point and the total amount they need to spend the rails that is and it looks like they're going to meet the miss their August 23 commitment date on clearing out that spectrum. But are there any penalties for that? Or do you think that's the case?

Sure. So in terms of the deadlines to retire the legacy network, we still understand them to be over the next several years. There's a couple of railroads that have deadlines for 2023 and the railroads are still motivated to meet those deadlines. So they're taking them very seriously. I guess that's -- in terms of the market opportunity, the addressable market in 900 megahertz alone is a $300 million TAM. We think that the ATCS is about 1/3 of that. I'd say a couple of things. ATCS has a heavy base station and higher ASP mix to it as opposed to the broader network. But in parallel, we see the railroads working on not just ATCS but other applications as Stewart has explained earlier. So the timing still is -- in terms of the focus on the railroads, continues to be a 3-year build-out with certain deadlines in 2023. And that's why you're seeing these orders come, and we expect to see more as we're moving into 2023.

And I'll just add my answer before did not include any robotics projections, just to be clear. So Optimus system, there's a certain amount that are already manufactured and we're working to manufacture more to deliver for that Dubai order as well as some other orders that we expect to see in 2023. And so we're going to plan to share more details on those plans after we close the deal.

And just lastly, on the additional potential to raise more convert money from that investor. I think it's at their option. Do you know what criteria they're looking forward to do a reinvestment?

They have not shared the criteria. You're right. It is at their option in that 12-month option.

(Operator Instructions) And our next question comes from Carter Mansbach from Forte Capital Group.

I have a couple of questions just for clarification purposes. So as for the AiroRobotics, Dubai contract, what I think I heard or what I read is that you have the potential of 24 units, and I believe I read or heard that there are $1 million of product per drone. Is that correct?

That is correct. The initial order, which is a follow-on order for beginning the rollout of the fleet. It was for 2 systems for $2 million. We think that pricing will be reflected in future orders.

So basically, what you're saying it's a $24 million opportunity?

Exactly.

I also add that there's some recurring revenue in there as well for maintenance and continued operation of those systems.

Now then I also hear that there's another one that's very similar in nature that could get this benefit at the same type of revenue?

So the Airobotics does have an active customer pipeline, including in the UAE. So we expect that there will be more business there, and I think we should probably hold off on describing that in greater detail.

Okay. So we think we're thinking $24 million on this contract, which is a big number. So last point for me. So it seems like over the last 4 years that I've been involved, the foundation is being built and now we're looking to build the house. So I'm assuming from your words that this is a hockey stick year in 2023. Now that being the case, assuming I'm right in what I'm saying, when your Q4 comes out and you start giving projections for 2023, will you be able to be more clear and have a better understanding of what you're looking for in 2023?

I do believe that's the case, Carter. And as I said in the prepared remarks, we are working with the rail industry, including the customers, the AAR and MXP rail to more broadly communicate the plans for the Dot 16 platform adoption and network rollouts. We expect that to just get a lot more visibility. That's going to be helpful for investors, but it's also helpful for the industry as well. Vendors who are going to be plugging into the network, for example, are going to be more engaging as awareness builds.

The next question comes from Mike Latimore from Northland Capital Markets.

On this Airobotics Dubai deal, would that be the be the majority of the revenue next year coming from this contract? And then as you look to kind of move -- sort of integrate Airorobotics with American Robotics, does the revenue model change at all? Do you end up with more selling more recurring revenue under the Airobotics product, let's say? And then also, what kind of additional regulatory approval that you get -- need to get to sell Airobotics in the U.S.?

Yes. I think the Dubai order certainly represents a significant portion of the expected revenue in 2023, although we do see some other similar opportunities forming. So as Eric said, there's only so much we can say right now, but we'll be sharing more details on that after the deal closes. I do think it's important to note that once an order like this is complete for the city of Dubai, the ability to duplicate that at a faster rate becomes a lot more feasible because other customers around the world see the success at this place and feel more comfortable about placing orders. And that's the same thing at American Robotics as well. On the recurring revenue side, Airobotics has a mix of recurring revenue but also hardware sales. So I think that mix is going to continue. American Robotics is heavier on the pure subscription model than Airobotics, so there's going to be a mix of that over the coming years. I think there was one more question, which I forgot now.

Just what kind of additional regulatory approvals you need to get for Airobotics to sell it in other regions, particularly in the U.S.?

So it depends how it's being used, if it's being used in a fully autonomous manner in the United States, it would require an approval like ours. And that's one of the reasons that we decided to join forces is because American Robotics has this unique approval set, driven by some of our intellectual property. And so we anticipate integrating that into the robotic system and allowing Optimus to operate the way that Scout does in the U.S. Probably important to note though, that one of the unique things that Airobotics has is they're very far along in what's called the type certification process, which is important to being able to fly over very populated areas. So that's not something that American Robotics has pursued because we typically operate in very rural areas, but as far as duplicating the Dubai success in cities in the United States, Airobotics is extremely far along that path, and we expect some pretty big news around that topic over the next year.

Mike, just one more thing on Airobotics and the rollout of fleet. So the Dubai order brings basically doubles the system, and that starts to fleet deployments. They have publicly indicated that they expect to have 24 systems throughout the city of Dubai by the end of 2025. And we do -- they also have signaled that they're going to do -- there will be additional orders next year. And I'd also add that we expect more than 1 fleet customer building out in 2023. So this revenue will be a meaningful ramp.

And then just last on approvals, generally, I guess you talked about 3 additional ones for American robotics. Are there more approvals you're looking for in the next year?

Yes. We expect to continue adding additional sites is now becoming somewhat for us, which is a good thing. So that's certainly part of what we expect to see. There's another couple of approvals that we're going to be going for that. I'm going to hold out details for right now, but the answer is yes. I think we're going to continue to extend our lead with these approvals.

There are no more questions in the queue. This concludes our question-and-answer session. I would like to turn the conference back over to Eric Brock for any closing remarks.

Okay. Thank you, operator. I'm going to close the call by thanking you again for attending. We have a lot of work ahead and look forward to keeping you informed on our progress. We do expect to hold the analyst call after closing the robotics acquisition. And in the meantime, investors are always welcome to reach out. Hope you have a great day, and this ends the call. Thank you.

Conference has now concluded. Thank you for attending today's presentation. You may now disconnect.