APPLIED UV, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

Certain statements made in this prospectus are "forward-looking statements"
regarding the plans and objectives of management for future operations. Such
statements involve known and unknown risks, uncertainties and other factors that
may cause actual results, performance or achievements of the "Company" to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. The forward-looking
statements included herein are based on current expectations that involve
numerous risks and uncertainties. The Company's plans and objectives are based,
in part, on assumptions involving the continued expansion of business.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes its assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could prove inaccurate and therefore, there
can be no assurance the forward-looking statements included in this prospectus
will prove to be accurate. In light of the significant uncertainties inherent in
the forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the objectives and plans of the Company will be achieved. Our
actual results may differ materially from those anticipated in
these forward-looking statements as a result of various factors, including those
set forth under "Risk Factors" and in other parts of this prospectus. Our fiscal
year ends on December 31.

Overview

Applied UV is focused on the development and acquisition of technology that
addresses infection control in the healthcare, hospitality, commercial and
municipal markets. The Company has two wholly owned subsidiaries – SteriLumen,
Inc.
(“SteriLumen”) and MunnWorks, LLC (“MunnWorks”).

SteriLumen's connected platform for Data Driven Disinfection™ applies the power
of ultraviolet light (UVC) to destroy pathogens safely, thoroughly, and
automatically, addressing the challenge of healthcare-acquired infections
("HAIs"). Targeted for use in facilities that have high customer turnover such
as hospitals, hotels, commercial facilities, and other public spaces, the
Company's Lumicide™ platform uses UVC LEDs in several patented designs for
infection control in and around high-traffic areas, including sinks and
restrooms, killing bacteria, viruses, and other pathogens residing on hard
surfaces within the devices' proximity. The Company's patented in-drain
disinfection device, Lumicide Drain, is the only product on the market that
addresses this critical pathogen-intensive location.

SteriLumen's Airocide® air purification devices are research backed, clinically
proven and developed for NASA with assistance from the University of Wisconsin.
Airocide® is listed as an FDA Class II Medical device, utilizes a proprietary
photocatalytic (PCO) bioconversion technology that draws air into a reaction
chamber that converts damaging molds, microorganisms, dangerous airborne
pathogens, destructive VOCs, allergens, odors and biological gasses into
harmless water vapor and green carbon dioxide without producing ozone or other
harmful byproducts. Airocide® applications include healthcare, hospitality,
grocery chains, wine making facilities, commercial real estate, schools, dental
offices, post-harvest, grocery, food processing, storage and transportation,
cannabis facilities, and homes.

SteriLumen's Scientific Air product was developed initially for healthcare
facilities and is helping hospitals across the country address the growing need
for effective and safe airborne infection prevention. Utilizing Scientific Air
systems, hospitals report significant reductions in viable airborne pathogens as
well as significant declines in non-viable particulates including elimination of
odor and VOC's. Scientific Air products produce no harmful by-products, provide
rapid, portable, whole-room disinfection via a patented 3-phase design, are safe
and fast-acting in occupied spaces, and have been proven and tested in
facilities with EPA and FDA guidance compliance.

According to Resource and Markets, the UV Disinfection market is expected to
reach $9 billion by 2026 as technology continues to improve and the focus on
stopping the spread of contagious diseases increases. The Center for Disease
Control states that 1 in 25 patients have at least one Hospital Associated
Infection (HAI) annually and that 3 million serious infections occur every year
in long-term care facilities. Scientists globally have been advocating improving
air quality post pandemic, significantly boosting global adoption to control
airborne pathogen transmission. Governments globally mandating health agencies
to address air quality via grants and mechanisms to ease visitation and protect
facilities against future pathogens (Centers for Medicare and Medicaid Services
- CMS) February 2022 Long-term Care Initiative.

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Indoor air quality has become an even more important issue as world economies
start the recovery process. In 2021, 39 scientists reiterated the need for a
"paradigm shift" and called for improvements in, "how we view and address the
transmission of respiratory infections to protect against unnecessary suffering
and economic losses."

In addition to this, the global air purifier market size is set to grow
exponentially. It was valued at $9.24 billion in 2021 and is predicted to grow
to approximately $22.84 billion by 2030. According to Precedence Research, the
immense demand for air purification and sterilization in the US will be driven
by the commercial sector.

SteriLumen's product portfolio is one of the only research-backed, clinically
proven pure-play air and surface disinfection technology companies with
international distribution and globally recognized end users, with product
developed for NASA. In addition to the numerous recognized research institutions
and globally recognized names who published the reports that were completed by
the acquired companies, Airocide was independently proven to kill SARS, MRSA and
Anthrax, in addition to removing damaging molds, microorganisms, destructive
VOC's, allergens, odors, and biological gases. Also, SteriLumen's air
purification (Airocide) and surface disinfection (Lumicide) were independently
tested and proven to kill both Candida Auris (Resinnova Laboratories) and SARS
CoV-2 (COVID-19) (MRIGlobal).

SteriLumen's product portfolio is used by globally recognized names including:
Walmart, Whole Foods, SuperValue, Delmonte, Esmeralda, Joel Gott Wines, Opus
One, Athena Healthcare, NYC Health and Hospitals, Kaiser Permanente, Advent
Health, University Rochester Medical Center and Baptist Health South Florida.
This past year, the SteriLumen product portfolio expanded its reach and deployed
its air purification products into Boston Red Sox Fenway Park and Jet Blue Park,
The Palace Versaille , Uruguayan School Systems, Tennessee Department of
Corrections, Armed Forces Research Institute of Medical Sciences (AFRIMS), US
Army Aberdeen Proving Grounds and Schools throughout South Korea.

The Company works with a global base of distributors to sell both SteriLumen air
purification and disinfection products and the MunnWorks product lines. The past
year, the Company has signed distribution agreements covering Africa
(360BioPharma), US Healthcare (Axis), Lootah Batta Water and Environment Sign
Exclusive Distribution Agreement for Airocide(R) Air Purification Systems for
the United Arab Emirates, and Plandent a wholly owned subsidiary of Planmeca Oy
(Scandinavia). SteriLumen plans to continue to expand its global distribution
base of significant breadth and scale to introduce the entire SteriLumen's air
purification product lines to new markets, including building management,
commercial real estate, retail, healthcare, cannabis and environmental health
and safety, leveraging the networks of the recent acquisitions described above.

MunnWorks is a manufacturer of custom designed fine mirrors and furniture
specifically for the hospitality industry with one manufacturing facility in
Mount Vernon, New York and, with the acquisition of the assets of VisionMark,
another manufacturing facility in Brooklyn, New York. Our goal is to contribute
to the creation of what our design industry clients seek: manufacturing better
framed mirrors and furniture on budget and on time. As part of our long-term
strategy, the Company has instituted multi-site production for high-value items,
complicated designs and finishes. Our headquarters in Mount Vernon, NY serves as
the center for multi-country manufacturing. The Company works with a satellite
network of artisans and craftsmen, including gilders, carvers, and old-world
finishers.

Acquisitions

In February of 2021, the Company acquired all the assets and assumed certain
liabilities of Akida Holdings, LLC ("Akida"). At the time of the acquisition,
Akida owned the Airocide™ system of air purification technologies, originally
developed for NASA with assistance from the University of Wisconsin at Madison,
that uses a combination of UVC and a proprietary, titanium dioxide based
photocatalyst that may help to accelerate the reopening of the global economy
with applications in the hospitality, hotel, healthcare, nursing homes, grocer,
wine, commercial buildings and retail sectors. The Airocide™ system has been
used by brands such as NASA, Whole Foods, Dole, Chiquita, Opus One, Sub-Zero
Refrigerators and Robert Mondavi Wines. Akida had contracted KES Science &
Technology, Inc. ("KES") to manufacture, warehouse and distribute the Airocide™
system and Akida's contractual relationship with KES was assigned to and assumed
by the Company as part of the acquisition.

On September 28, 2021, the Company acquired all the assets and assumed certain
liabilities of KES. At the time of the acquisition, KES was principally engaged
in the manufacturing and distribution of the Airocide™ system of air
purification technologies and misting systems. KES also had the exclusive right
to the sale and distribution of the Airocide™ system in certain markets. This
acquisition consolidates all of manufacturing, sale and distribution of the
Airocide™ system under the SteriLumen brand and expands the Company's market
presence in food distribution, post-harvest produce, wineries, and retail
sectors. The Company sells its products throughout the United States, Canada,
and Europe.

On October 13, 2021, we acquired substantially all of the assets of Old SAM
Partners, LLC F/K/A Scientific Air Management, LLC, which owned a line of air
purification technologies ("Scientific Air') for a purchase price of $9.5
million in cash and 200,000 fully vested shares of our Common Stock (the "Vested
Shares") and 200,000 shares of our Common Stock that are subject to vesting (the
"Earnout Shares") (the "Scientific Air Acquisition"). The number of shares of
Common Stock included in the purchase price was based on a per share value of
$10.00. Scientific Air is a provider of whole-room, aerosol chamber and
laboratory certified air disinfection machines that use a combination of UVC and
a proprietary, patented system to eliminate airborne bacteria, mold, fungi,
viruses, volatile organic compounds, and many odors without producing any
harmful by-products. The units are well suited for larger spaces within a
facility and are mobile with industrial grade casters allowing for movement
throughout a facility to address increased bio burdern from larger meetings
or
increased human traffic.

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On March 25, 2022, the Company acquired the assets and assumed certain
liabilities of VisionMark, LLC, (“Visionmark”). Visionmark is engaged in the
business of manufacturing furniture using wood and metal components for the
hospitality and retail industries.

Principal Factors Affecting Our Financial Performance

Our operating results are primarily affected by the following factors:

• our ability to acquire new customers or retain existing customers.

• our ability to offer competitive product pricing.

• our ability to broaden product offerings.

• industry demand and competition; and

• market conditions and our market positions

Results of Operations


Three Months Ended March 31, 2022 Compared to the Three Months Ended March 31,
2021

                                                           Three Months Ended                                                    Three Months Ended
                                                             March 31, 2022                                                        March 31, 2021
                                     Hospitality      Disinfection      Corporate          Total          Hospitality      Disinfection      Corporate           Total
Net Sales                           $ 1,409,250      $  1,946,840      $       -       $  3,356,090      $ 1,567,851      $     744,764      $       -       $  2,312,615
Cost of Goods Sold                    1,158,644         1,048,347              -          2,206,991        1,071,324            317,025              -          1,388,349
Gross Profit                            250,606           898,493              -          1,149,099          496,527            427,739              -            924,266
Research and development                     -             59,314              -             59,314               -              43,645              -             43,645
Stock based compensation                 86,011            22,286         179,702           287,999           20,516            190,225              -            210,741
Loss on impairment of goodwill               -          1,138,203          
   -          1,138,203               -
Selling, General
and Administrative                      659,087         1,785,210         368,930         2,813,227          635,485            755,291              -          1,390,776
Total Operating expenses                745,098         3,005,013         548,632         4,298,743          656,001            989,161              -          1,645,162
Operating Loss                         (494,492 )      (2,106,520 )      (548,632 )      (3,149,644 )       (159,474 )         (561,422 )            -           (720,896 )
Other Income
Change in Fair Market Value of
Warrant Liability                            -                 -           43,828            43,828               -                  -         (311,400 )        (311,400 )
Loss on change in contingent
consideration                                -           (240,000 )            -           (240,000 )             -                  -               -                 -
Gain on settlement of Contingent
Consideration                                -          1,700,000              -          1,700,000               -                  -               -                 -
Other income (Expense)                   (4,102 )              -               46            (4,066 )             -                (655 )            -               (655 )
Total Other (Expense) Income             (4,102 )       1,460,000          43,874         1,499,762               -                (655 )      (311,400 )        (312,055 )
Loss Before Provision for Income
Taxes                                  (498,594 )        (646,520 )      

(504,758 ) (1,649,882 ) (159,474 ) (562,077 ) (311,400 ) (1,032,951 )
Provision from Income Taxes

                  -                 -               -                 -                -                  -               -                 -
Net Loss                            $  (498,594 )    $   (646,520 )    $ (504,758 )    $ (1,649,882 )    $  (159,474 )    $    (562,077 )    $ (311,400 )    $ (1,032,951 )




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Non-GAAP Financial Measures
Adjusted EBITDA

Operating    $    (494,492 )     (2,106,520 )     (548,632)         (3,149,644 )      (159,474 )      (561,422 )     -          (720,896 )
Loss
Depreciation
and                  7,975          459,771                -           467,746           7,745          92,364       -           100,109
Amortization
Loss on
impairment               -        1,138,203                -         1,138,203               -               -        -                -
of goodwill
Stock based         86,011           22,286          179,702           287,999          20,516         190,225        -          210,741
compensation
Adjusted         (400,506)        (486,260)        (368,930)       (1,255,696)       (131,213)       (278,833)        -        (410,046)
EBITDA


The Company utilizes Adjusted EBITDA, a non-GAAP financial measure, to assist in
analyzing our segment operating performance by removing the impact of certain
key items that management believes do not directly reflect our underlying
operations. In addition, we consider certain non-GAAP (or "adjusted") measures
to be useful to management and investors evaluating our operating performance
for the periods presented, and provide a tool for evaluating our ongoing
operations, liquidity, and management of assets. This information can assist
investors in assessing our financial performance and measures our ability to
generate capital. These adjusted metrics are consistent with how management
views our business and are used to make financial, operating and planning
decisions. These metrics, however, are not measures of financial performance
under GAAP and should not be considered a substitute for revenues, operating
income, net income (loss), earnings (loss) per share (basic and diluted) or net
cash from operating activities as determined in accordance with GAAP. Adjusted
EBITDA is defined as Operating Profit (Loss), excluding Depreciation and
Amortization, and excluding Stock Based Compensation and Loss on Impairment of
Goodwill. Adjusted EBITDA was a loss of ($1,255,695) for the three months ended
March 31, 2022, which was an increase of ($845,649) as compared to the three
ended March 31, 2021. By segment, Hospitality decreased ($269,293), Disinfection
decreased ($207,427) and Corporate decreased ($368,929).

Segments


The Company has three reportable segments: the design, manufacture, assembly and
distribution of disinfecting systems for use in healthcare, hospitality, and
commercial municipal and residential markets (Disinfection segment); the
manufacture of fine mirrors and furniture specifically for the Hospitality
industry (hospitality segment); and the Corporate Segment, which includes
expenses primarily related to corporate governance, such as board fees, legal
expenses, audit fees, executive management, and listing costs. See NOTE 11
-
Segment Reporting.

Net Sales
Net sales of $3,356,090 represented an increase of $1,043,475, or 45.1% for the
three months ended March 31, 2022 as compared to net sales of $2,312,615 for the
three months ended March 31, 2021. This increase was primarily attributable to
the Disinfection segment, which increased $1,202,076, largely as a result of the
strategic acquisitions of KES and Scientific Air in Q3 and Q4 of 2021,
respectively. The Hospitality segment decreased ($158,601) primarily due to
supply chain disruptions, with multiple order fulfilments delayed into Q2 of
2022.

Gross Profit
Gross profit increased $224,833, or 24.3%, for the three months ended March 31,
2022 as compared to the three months ended March 31, 2021, driven primarily by
volume growth from the Disinfection segment. However, gross profit as a
percentage of sales decreased (5.7%) from 39.9% in Q1 of 2021 to 34.2% in Q1 of
2022, driven primarily by customer mix in the Disinfection segment and by lower
sales, an increase in factory overhead absorption, and higher logistical costs
in the Hospitality segment. As the Company continues to integrate their
strategic acquisitions, the focus will be on realizing cost synergies from the
consolidation and streamlining of the manufacturing and distribution operations.

Operating Expenses


Selling, General, and Administrative - S,G&A costs for the three months ended
March 31, 2022, increased to $2,813,226 as compared to $1,390,776 for the three
months ended March 31, 2021. This increase of $1.4 million was driven primarily
by the expansion of the Disinfection segment with the additional acquisitions of
KES and SciAir. Payroll costs increased $0.3 million year over year as headcount
increased from 31 at March 31, 2021 to 89 at March 31, 2022. Consulting,
accounting, and legal costs increased $0.3 million, and amortization expense,
mostly related to the intangible assets associated with the acquisitions,
increased $0.3 million. Additional increases were due to advertising and
marketing $0.2 million, and bad debt expense of $0.1 million. We anticipate
efficiency gains in the coming year as we fully integrate our acquisitions and
leverage synergies where practical.

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Loss on Impairment of Goodwill - The Company determined that a triggering event
had occurred as a result of a settlement agreement with Scientific Air ("Old SAM
Partners") - see explanation of Other Income/Expense below. A quantitative
impairment test on the goodwill determined that the fair value was below the
carrying value and as a result the Company recorded a full goodwill impairment
charge of $1,138,203 on the Condensed Consolidated Statements of Operations
during the three months ended March 31, 2022.

Other Income/Expense


The Company recorded income on the change in fair value of warrant liability in
the amount of $43,828 for the three months ended March 31, 2022, as compared to
a loss of ($311,400) on the change in fair value for the three months ended
March 31, 2021.

On March 31, 2022, there was a dispute between the Company and Scientific Air
("Old SAM Partners") regarding certain representations and warranties in the
purchase agreement which resulted in a settlement and mutual release agreement
where Old Sam Partners agreed to relinquish such Partner's right, title, and
interest in the previously issued 400,000 shares that were part of the original
asset acquisition transaction. As a result of the settlement, the company
recorded a gain on settlement of $1,700,000 during the three months ended March
31, 2022.

Net Loss

The Company recorded a net loss of $1,649,872 for the three months ended March
31, 2022, compared to a net loss of $1,032,951 for the three months ended March
31, 2021. The increase of $616,920 in the net loss was mainly due to the
increase is S,G&A costs incurred in support of the expansion of the Disinfection
segment.

Liquidity and Capital Resources

Three Months Ended March 31, 2022 Compared to the Three Months Ended March 31,
2021


Net Cash Used in Operating Activities                 $ (1,858,794 )   $ (1,573,173 )
Net Cash Used in Investing Activities                      (16,793 )     (1,274,728 )
Net Cash Provided by (Used In) Financing Activities        728,012             (437 )
Net in cash and cash equivalents                        (1,147,575 )     (2,848,338 )
Cash and equivalents at beginning of year                8,768,156       

11,757,930

Cash and equivalents at end of year                      7,620,581        

8,909,592



In the three months ended March 31, 2022, net cash used in operating activities
was ($1,858,794), as compared to ($1,573,173) in the three months ended March
31, 2021. This increase in net cash used was due mainly to the increase in net
loss to ($1,649,872) for the three months ended March 31, 2022, as compared to a
net loss of ($1,032,951) for the three months ended March 31, 2021.

In the three months ended March 31 31, 2022, net cash used in investing
activities decreased to ($16,793) as compared to ($1,274,728) in the three
months ended March 31, 2021, primarily due to net cash paid for the acquisition
of Akida on February 8, 2021 ($760,293), and a loan made to a related party on
February 17, 2021 ($500,000) (see Note 10).

In the three months ended March 31, 2022, cash provided by financing activities
was $728,012, as compared to cash used in financing activities of ($437) in the
three months ended March 31, 2021, primarily due to the full exercise of the
common stock offering over-allotment, which was $1.092,000 net, offset by
dividends to preferred shareholders of ($362,250).

The Company believes our sources of liquidity and capital will be sufficient to
finance our continued operations and growth strategy.

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Contractual Obligations and Other Commitments


                                                             Payment due by 

period

                                      Total          2022         2023-2025      2026-2027      Thereafter
Financing lease obligations       $     5,933         5,933              -             -               -
Operating lease obligations (1)     1,890,029       381,384       1,333,745       174,900              -
Notes payable (2)                     157,500        97,500          60,000            -               -
Assumed lease liability (3)         1,118,064       279,522         838,542
Total                               3,171,526       764,339       2,232,287       174,900              -


(1) The Company entered into a lease agreement in Mount Vernon, New York for a

term that commenced on April 1, 2019 and expires on the 31st day of March

2024 at a monthly rate of $15,000. On July 1, 2021, the Company obtained

additional lease space and rent expense was increased to $27,500 per month

through July 1, 2024 and $29,150 per month from Jul 1, 2024 through July 1,

2026. On September 28, 2021, the Company entered into a lease agreement in

Kennesaw, Georgia for a term that commenced on September 29, 2021 and will

expire on October 1, 2024, with a monthly rate of $14,729 for this first 12

     months, $15,171 from months 13-24, and $15,626 from months 25-36.

(2) In March 2020, as part of the On-Deck Capital settlement, the Company issued

a promissory note for the principal amount of $157,500 due within the next 5

years. The Company is required to pay $157,500 in five payments in the amount

of $30,000 per year, with an additional $7,500 in year two.

(3) In connection with the VisionMark LLC acquisition, the Company is obligated

to repay $31,057 of prior lease payments per month for the next 36 months

commencing on April 1, 2022.

Off-Balance Sheet Arrangements


We have no 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, capital
expenditures or capital resources.

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