10-Q: Greenway Technologies Reports Q3 2024 Results Amidst Going Concern Uncertainty

Sentiment:

Quarterly Report


Greenway Technologies reported a net loss of $1.1 million for the nine months ended September 30, 2024, and faces substantial doubt about its ability to continue as a going concern.

Delay expectedThe company's notes payable are in default.The company's convertible note payable is in default.The company's G-Reformer was not transferred to OPMGE as required by the agreement.
Capital raiseThe company is evaluating strategic alternatives that include raising new equity capital and/or issuing additional debt instruments.Management intends to raise additional funds by way of an offering of its securities.The company has considered raising additional debt and/or equity-based financing from both third-parties and related-parties.
Worse than expectedThe company reported a net loss of $1.1 million for the nine months ended September 30, 2024, and has a significant accumulated deficit.The company's cash balance is very low, and its auditors have raised substantial doubt about its ability to continue as a going concern.The company has not generated any revenue and is dependent on outside funding.

Summary

  • Greenway Technologies, Inc. reported its financial results for the third quarter of 2024, showing a net loss of $1,102,626 for the nine months ended September 30, 2024.
  • The company's cash position is weak, with only $115,434 in cash on hand as of September 30, 2024.
  • The company has a significant accumulated deficit of $38,962,230 and a stockholders' deficit of $12,730,507.
  • Operating expenses for the nine months totaled $639,537, with general and administrative expenses being the largest component.
  • The company's auditors have raised substantial doubt about its ability to continue as a going concern due to recurring losses and insufficient cash flow.
  • Greenway is exploring strategic alternatives, including raising additional debt or equity capital, to address its financial challenges.
  • The company's GTL technology is still in the development stage, with plans to commercialize it through manufacturing contracts.
  • The company has ongoing legal proceedings and has identified material weaknesses in its internal controls over financial reporting.

Sentiment

Score: 2

Explanation: The document highlights significant financial distress, a going concern warning, and material weaknesses in internal controls, indicating a very negative outlook for the company.

Positives

  • The company has secured contracts to manufacture G-Reformers, which will help commercialize its technology.
  • Greenway is actively exploring strategic and partnership opportunities.
  • The company has made progress in its research and development efforts, including payments to The University of Texas at Arlington.
  • The company has a patented GTL technology that it believes is superior to legacy technologies.

Negatives

  • The company has a significant accumulated deficit of $38,962,230.
  • The company has a stockholders' deficit of $12,730,507.
  • The company has a working capital deficit of $12,730,507.
  • The company's cash balance is very low at $115,434.
  • The company has not generated any revenue.
  • The company's auditors have raised substantial doubt about its ability to continue as a going concern.
  • The company has material weaknesses in its internal controls over financial reporting.
  • The company has ongoing legal proceedings.

Risks

  • The company's ability to continue as a going concern is in doubt due to recurring losses and insufficient cash flow.
  • The company is dependent on outside sources of funding to continue operations.
  • There is no assurance that the company will be able to raise additional capital or achieve profitable operations.
  • The company faces risks related to the commercialization of its GTL technology.
  • The company has material weaknesses in its internal controls over financial reporting, which could lead to misstatements in its financial statements.
  • The company is involved in ongoing legal proceedings, which could have a negative impact on its financial position.
  • The company has significant debt obligations, including notes payable and convertible notes, which are in default.

Future Outlook

The company plans to execute business operations more fully during the year ended December 31, 2024, and explore strategic and partnership opportunities. Management intends to raise additional funds by way of an offering of its securities.

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 believes that inflation in and of itself does not have a material effect on our operating results.

Industry Context

The GTL industry is growing due to stringent environmental regulations and the need for cleaner fuel sources. Greenway's technology is designed for smaller-scale, mobile GTL plants, which differentiates it from larger refinery-based operations. The company is targeting the U.S. market, where there is a need for domestic production of high-purity chemicals and fuels.

Comparison to Industry Standards

  • The document mentions key industry players such as Chevron, KBR, PetroSA, Qatar Petroleum, Royal Dutch Shell, and Sasol, which operate large refinery-scale GTL plants.
  • Greenway's technology is designed for smaller, mobile GTL plants, unlike the large-scale operations of the mentioned competitors.
  • The document references a report by the Global Gas Flaring Reduction Partnership (GGFRP) which lists 5 small-scale GTL plant technologies, but Greenway was not included in the study due to lack of 3rd party certification at the time.
  • The company's focus on distributed and mobile GTL plants is a key differentiator from the large, centralized plants of its competitors.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Internal Control WeaknessThe company has inadequate segregation of duties within its cash disbursement control design.2024-09-30This could result in a material misstatement to the company's interim or annual financial statements.
Internal Control WeaknessThe company internally performed all aspects of its financial reporting process, creating a lack of independent review.2024-09-30This could result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements.
Board CompositionThe company does not have a sufficient number of independent or qualified directors for its Board of Directors and a qualified Audit Committee.2024-09-30This could result in potentially ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Legal Proceedings

  • The company was served with a demand for mediation and potential arbitration by Gregory Sanders, a previous employee, which was later withdrawn.
  • The company was served with a demand for payments under various agreements with the plaintiffs Ric Halden, Randy Moseley, Tunstall Canyon Group, LLC and Chisos Equity Consultants, LLC, with a trial date set for November 24, 2024, which has been requested to be moved to a later date.

Related Party Transactions

  • The company has significant accounts payable and accrued expenses to related parties.
  • The company has notes payable to related parties.
  • The company has advances from related parties.
  • The company issued shares of stock to related parties in settlement of debt.

Stakeholder Impact

  • Shareholders face significant risk due to the company's financial instability and going concern uncertainty.
  • Employees face uncertainty due to the company's financial challenges and potential for restructuring.
  • Creditors face risk of non-payment due to the company's default on debt obligations.
  • Suppliers face risk of non-payment due to the company's financial instability.

Next Steps

  • The company plans to execute business operations more fully during the year ended December 31, 2024.
  • The company plans to explore and execute prospective strategic and partnership opportunities.
  • The company intends to raise additional funds by way of an offering of its securities.
  • The company is continuing the process of remediating its control deficiencies.

Key Dates

DateDescription
2012-08-29Greenway acquired 100% of GIE.
2013-02-15GIE filed for its first patent on GTL technology.
2013-11-05U.S. Patent 8,574,501 B1 issued.
2013-11-04GIE filed for a second patent.
2014-08-05U.S. Patent 8,795,597 B2 issued.
2017-06-26Greenway and UTA successfully demonstrated GTL technology.
2018-03-06Greenway announced completion of its first commercial scale G-Reformer.
2019-07-23Mabert LLC acquired INFRA Technology Groups U.S. GTL plant.
2019-08-29Greenway entered into a joint venture with OPM Green Energy, LLC.
2020-04-28Company was issued a new U.S. Patent 10,633,594 B1.
2020-12-08Greenway announced an exclusive worldwide patent licensing agreement with UTA.
2020-12-15Greenway announced additional information regarding valuable outputs produced by the company's G-Reformer.
2021-09-07Company was served with a demand for mediation and potential arbitration by Gregory Sanders.
2023-10-25Hearing on Plaintiff's motion for summary judgement in the Gregory Sanders case.
2023-11-01Court denied Plaintiff's motions in the Gregory Sanders case.
2023-11-08Company was served with a demand for payments under various agreements with the plaintiffs.
2024-01-11Plaintiff withdrew his action against the Company in the Gregory Sanders case.
2024-09-30End of the reporting period for the quarterly report.
2024-11-13Date of the report.
2024-11-25Original trial date for the case with Ric Halden, Randy Moseley, Tunstall Canyon Group, LLC and Chisos Equity Consultants, LLC.

Keywords

GTL, Gas-to-Liquids, Syngas, G-Reformer, Renewable Fuels, Financial Statements, Going Concern, Debt, Equity, Patents, Research and Development, Internal Controls, Legal Proceedings

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