10-Q: Greenway Technologies Reports Q1 2024 Results Amidst Going Concern Doubts
Quarterly Report
Greenway Technologies reports a net loss of $357,071 for the first quarter of 2024, with ongoing concerns about its ability to continue as a going concern.
Summary
- Greenway Technologies reported a net loss of $357,071 for the three months ended March 31, 2024, compared to a net loss of $483,719 for the same period in 2023.
- The company's operating expenses were $202,338 for the quarter, a decrease from $330,591 in the prior year.
- The company had no cash on hand as of March 31, 2024, and a working capital deficit of $12,386,382.
- The company's accumulated deficit stood at $38,216,675 as of March 31, 2024.
- The company's independent auditor has raised substantial doubt about its ability to continue as a going concern.
- The company is exploring options to raise debt or equity capital to meet its obligations.
Sentiment
Score: 2
Explanation: The document paints a very negative picture due to the company's significant financial losses, lack of cash, going concern issues, and ineffective internal controls. The company's future is highly uncertain, and the risk of failure is substantial.
Positives
- The company's net loss decreased by $126,648 compared to the same period last year.
- General and administrative expenses decreased by $128,253 year-over-year.
- The company is actively exploring strategic and partnership opportunities.
Negatives
- The company has no cash on hand as of March 31, 2024.
- The company has a significant working capital deficit of $12,386,382.
- The company has an accumulated deficit of $38,216,675.
- The company's auditor has raised substantial doubt about its ability to continue as a going concern.
- The company is dependent on third-party and related-party funding.
- The company has several notes payable in default.
Risks
- The company's ability to continue as a going concern is in doubt due to recurring net losses and insufficient cash flow.
- The company is dependent on raising additional capital through debt or equity financing, which may not be available on favorable terms.
- The company has significant liabilities, including notes payable and related party debts, many of which are in default.
- The company's internal controls over financial reporting are deemed ineffective.
- The company faces legal proceedings related to past employment and other agreements.
- The company's GTL technology is still in the development stage and may not achieve commercial success.
Future Outlook
The company's future is uncertain, with a focus on raising capital and exploring strategic opportunities to continue operations. The company's ability to achieve profitability depends on its ability to finance, manufacture, and market/operate GTL units.
Management Comments
- Management believes that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for us to continue as a going concern.
- Management intends to raise additional funds by way of an offering of our securities.
- Management is evaluating strategic alternatives that include raising new equity capital and/or issuing additional debt instruments.
Industry Context
The company operates in the Gas-to-Liquids (GTL) industry, which is focused on converting natural gas into liquid fuels and chemicals. The company's technology is designed for smaller-scale, mobile GTL plants, differentiating it from larger refinery-based competitors. The industry is influenced by environmental regulations and the price differential between oil and natural gas.
Comparison to Industry Standards
- The company's technology is designed to be scalable and mobile, unlike large-scale GTL plants operated by companies like Shell and Sasol.
- The company's focus is on distributed and mobile GTL plants, targeting smaller gas fields, while competitors like Chevron and KBR operate large refinery-scale plants.
- The company is one of a few small-scale GTL plant technologies available for flared gas monetization in the U.S., alongside companies like Greyrock and Advantage Midstream.
- Unlike traditional GTL processes, the company's technology is based on Fractional Thermal Oxidation (FTO), which they believe offers an economical and scalable method for converting natural gas to liquid fuels and chemicals.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Acting President | Kent Harer | Robert Kevin Jones | 2024-07-25 | Resignation |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Control Weakness | The company has identified material weaknesses in its internal control over financial reporting, including inadequate segregation of duties, lack of independent review, and insufficient independent directors on the board. | 2024-03-31 | These weaknesses could result in material misstatements in the financial statements. |
Legal Proceedings
- The company was previously involved in a legal dispute with Gregory Sanders, a former employee, which was withdrawn on January 11, 2024.
- The company is currently facing a demand for payments under various agreements from Ric Halden, Randy Moseley, Tunstall Canyon Group, LLC, and Chisos Equity Consultants, LLC, with a trial date set for November 24, 2024.
Related Party Transactions
- The company has significant related party transactions, including notes payable, advances, and accrued expenses with management and board members.
- As of March 31, 2024, the amount of accrued interest on related party notes was $2,137,627.
- As of March 31, 2024, the amount of accrued related party compensation was $2,610,301.
- As of March 31, 2024, the amount of advances due to related parties was $31,850.
- As of March 31, 2024, the amount of notes payable to related parties was $2,805,774.
Stakeholder Impact
- Shareholders face significant risk due to the company's financial instability and going concern issues.
- Employees may be impacted by the company's financial difficulties and potential restructuring.
- Creditors face the risk of non-payment due to the company's default on various debt obligations.
- Customers and suppliers may be impacted by the company's uncertain future and potential operational disruptions.
Next Steps
- The company plans to execute business operations more fully during the year ended December 31, 2024.
- The company will explore and execute prospective strategic and partnership opportunities.
- The company intends to raise additional funds through an offering of its securities.
- The company is continuing the process of remediating its control deficiencies.
Key Dates
| Date | Description |
|---|---|
| 2019-08-29 | Date of Material Definitive Agreement related to the formation of OPM GREEN ENERGY, LLC |
| 2021-09-07 | Date the company was served with a demand for mediation and potential arbitration by Gregory Sanders |
| 2023-10-25 | Date of hearing on Plaintiff's motion for summary judgement in the Gregory Sanders case |
| 2023-11-01 | Date the court ordered the denial of Plaintiff's motions in the Gregory Sanders case |
| 2023-11-08 | Date the company was served with a demand for payments under various agreements with Ric Halden, Randy Moseley, Tunstall Canyon Group, LLC and Chisos Equity Consultants, LLC |
| 2024-01-11 | Date Plaintiff withdrew his action against the Company in the Gregory Sanders case |
| 2024-03-31 | End of the quarterly period for this report |
| 2024-07-25 | Kent Harer, Acting President resigned |
| 2024-08-07 | Date of this report and the number of shares of the registrants common stock outstanding |
| 2024-11-24 | Trial date for the demand for payments under various agreements with Ric Halden, Randy Moseley, Tunstall Canyon Group, LLC and Chisos Equity Consultants, LLC |
Keywords
GTL, Gas-to-Liquids, Syngas, Renewable Fuels, Financial Statements, Going Concern, Debt, Equity, Deficit, Internal Controls
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