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Item 2. Management’s Discussion and Analysis

2024-11-14 compared with 2024-08-14 · 74 added, 59 removed, 90 unchanged (60% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited consolidated condensed financial statements and related notes included elsewhere in this Form 10-Q as well as our audited financial statements and related notes included in our most recent Annual Report on Form 10-K.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited consolidated condensed financial statements and related notes included elsewhere in this Form 10-Q as well as our audited consolidated financial statements and related notes included in our most recent Annual Report on Form 10-K.

In addition to historical information, this discussion and analysis here and throughout this Form 10-Q contains forward-looking statements that involve risks, uncertainties, and assumptions.

Our actual results may differ materially from those anticipated in these forward-looking statements due to a number of factors, including but not limited to, the risks described in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.

We design and develop technologies for the purpose of improving key performance characteristics of combustion systems, including emission and operational performance, energy efficiency and overall cost-effectiveness.

We design and develop technologies for the purpose of decarbonization and improving key performance characteristics of combustion systems, including emission and operational performance, energy efficiency and overall cost-effectiveness.

Our ClearSign Core™ technology has been proven in full scale industrial test furnaces and boilers and first customer installations are currently operating in normal commercial applications.

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We have historically financed our operations primarily through issuances of equity securities.

As of June 30, 2024, we have raised approximately $105.2 million in gross proceeds through the sale of our equity securities.

As of September 30, 2024, we have raised approximately $105.2 million in gross proceeds through the sale of our equity securities.

We may need to raise additional capital in the future, however, the significant volatility in the capital markets may negatively affect our ability to raise this additional capital.

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Nasdaq Deficiency Notice

On May 2, 2024, we received a letter (the “Notice”) from Nasdaq’s Listing Qualifications Staff (the “Staff”) indicating that, based upon our common stock’s closing bid price for the last 30 consecutive business days beginning on March 20, 2024 and ending on May 1, 2024, we no longer meet the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided a period of 180 calendar days, or until October 29, 2024, in which to regain compliance.

In order to regain compliance with the minimum bid price requirement, our common stock’s closing bid price must be at least $1 per share for a minimum of ten consecutive business days during this 180 day period.

In the event that we do not regain compliance within this 180 day period, we may be eligible to seek an additional compliance period of 180 calendar days if we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and provide written notice to Nasdaq of our intent to cure the deficiency during this second compliance period, by effecting a reverse stock split, if necessary.

However, if it appears to the Staff that we will not be able to cure the deficiency, or if we are not otherwise eligible, Nasdaq will provide notice to us that our common stock will be subject to delisting.

The Notice does not result in the immediate delisting of our common stock from Nasdaq, and we intend to monitor our common stock’s closing bid price and consider our available options in the event that our common stock’s closing bid price remains below $1 per share.

On May 2, 2024, we received a letter from Nasdaq’s Listing Qualifications Staff (the “Staff”) indicating that, based upon our common stock’s closing bid price for the last 30 consecutive business days beginning on March 20, 2024 and ending on May 1, 2024, we no longer meet the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).

In accordance with Nasdaq rules, we were provided a period of 180 calendar days, or until October 29, 2024, in which to regain compliance with the Bid Price Rule.

On October 30, 2024, we received a second letter from the Staff, granting our request for a 180-day extension to regain compliance with the Bid Price Rule.

We now have until April 28, 2025 to regain compliance with the Bid Price Rule.

If at any time prior to April 28, 2025, our common stock’s closing bid price is at least $1 per share for a minimum of ten consecutive business days during such 180-day extension, we will regain compliance with the Bid Price Rule.

As part of our request for the 180-day extension, we notified Nasdaq that we intend to regain compliance with the Bid Price Rule by effecting a reverse stock split, if necessary.

If we do not regain compliance with the Bid Price Rule during the additional 180-day extension, Nasdaq will provide written notification to us that our common stock will be delisted.

At that time, the Company may appeal the relevant delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules.

However, there can be no assurance that, if we do appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful.

This second letter from the Staff does not result in the immediate delisting of our common stock from Nasdaq, and we intend to monitor our common stock’s closing bid price and consider our available options in the event that our common stock’s closing bid price remains below $1 per share.

Amendment to Certificate of Incorporation

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Accordingly, on June 25, 2024, we filed an amendment to our certificate of incorporation with the Secretary of State of the State of Delaware, reflecting the increase of our authorized shares of common stock to 87,500,000 shares, which became effective upon filing.

Suspension of Activities in China

On October 1, 2024, we informed our employees that we were suspending our operations in China as a result of delayed progress on commercialization of its products in that geographic market and as part of our efforts to align strategic priorities and to reduce operating costs.

The suspension of our operations in China will involve declaring our Beijing, China wholly-owned subsidiary dormant, which is a legal entity status available under current China law.

Under this legal entity status, operational activities cease for a time period not to exceed three years.

By pursuing this entity status, we will initiate a project to suspend current operational activities, which are estimated to cease on or before December 31, 2024.

Suspension activities include disposal and shipment of certain equipment in China, the termination of 2 employees and related benefit costs, and legal entity filing fees.

In connection with this action, we estimate that we will incur certain one-time costs, primarily consisting of employee termination payments, as well as equipment disposal

and shipment and legal filing fees.

See “Note 2 – Summary of Significant Accounting Policies – Foreign Operations” above for additional information .

Critical Accounting Policies

The following discussion and analysis of financial condition and results of operations is based upon our financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States.

The following discussion and analysis of financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States.

Certain accounting policies and estimates are particularly important to the understanding of our financial position and results of operations.

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Those estimates are based on our historical operations, our future business plans and projected financial results, the terms of existing contracts, our observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate.

We believe the current

assumptions and other considerations used to estimate amounts reflected in the condensed consolidated financial statements included in this Form 10-Q are appropriate.

We believe the current assumptions and other considerations used to estimate amounts reflected in the condensed consolidated financial statements included in this Form 10-Q are appropriate.

This Form 10-Q and our most recent Annual Report on Form 10-K include discussions of our accounting policies, as well as methods and estimates used in the preparation of our audited consolidated financial statements.

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RESULTS OF OPERATIONS

Comparison of the Three and Six Months Ended June 30, 2024 and 2023

Comparison of the Three and Nine Months Ended September 30, 2024 and 2023

Highlights of our quarter financial performance are as follows:

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(in thousands, except per share data)

September 30,

Cost of goods sold

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NM = Not meaningful

For the Six Months Ended

For the Nine Months Ended

(in thousands, except per share data)

September 30,

Cost of goods sold

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Revenues and Gross Profit

Consolidated revenues for the three months ended June 30, 2024 were $45 thousand compared to $150 thousand for the same period in 2023.

Revenues for the three months ended June 30, 2024 are predominantly related to engineering services provided to customers as part of contractual obligations.

Revenues for the three months ended June 30, 2023 were mostly generated from a stand-alone engineering feasibility study and spare parts sale.

Consolidated revenues for the six months ended June 30, 2024 were $1,147 thousand compared to $1,044 thousand for the same

period in 2023, and were predominantly generated from our process burner line.

Specifically, we shipped multiple process burners, executed consulting services, and delivered spare parts related to orders from our California refinery customer.

For a different customer, an engineering study and Computational Fluid Dynamic analysis was successfully accepted by the customer, and such analysis marked completion of a contractual performance obligation for this customer per ASC 606 standards.

Revenues for the six months ended June 30, 2023 were predominantly related to our process burner product line and an associated burner performance test.

The associated burner performance test satisfied a contractual performance obligation, per ASC 606 standards, that required our customer to witness a successful burner performance test that met their engineering specifications.

Gross profit decreased by $87 thousand, or 67.5%, and increased by $244 thousand, or 103.9%, for the three and six months ended June 30, 2024, respectively, as compared to the same time periods in 2023.

The unfavorable decrease in gross profit for the three months ended June 30, 2024 was predominantly due to lower revenues.

The favorable increase in gross profit for the six months ended June 30, 2024 was mainly driven by the higher margin profile for the shipment of multiple process burners during the first quarter of 2024 as compared to the margin from a customer witness test in the same period in 2023.

This margin profile difference was expected since customer witness tests typically produce lower margins.

Consolidated revenues for the three months ended September 30, 2024 were $1,859 thousand compared to $85 thousand for the same period in 2023.

Revenues for the three months ended September 30, 2024 were predominantly generated from our process burner product line by shipping multiple burners to a California refinery customer.

Revenues for the three months ended September 30, 2023 were generated from a boiler burner order.

Consolidated revenues for the nine months ended September 30, 2024 were $3,006 thousand compared to $1,129 thousand for the same period in 2023.

Revenues for the nine months ended September 30, 2024 were predominantly generated from our process burner line by shipping multiple burners, performing engineering feasibility studies, and delivering spare parts, all of which constitute contractual performance obligations under ASC 606.

Revenues for the nine months ended September 30, 2023 were generated predominantly from a burner performance test, engineering feasibility study, spare parts orders, and a boiler burner sale.

Gross profit increased by $527 thousand and $771 thousand, or 297.7%, for the three and nine months ended September 30, 2024, respectively, compared to the same time periods in 2023.

The favorable increase in gross profit for the three months ended September 30, 2024 was predominantly due to higher revenues, as described above.

The favorable increase in gross profit for the nine months ended September 30, 2024 was due to higher revenues and an increased profit margin, which increased by 11.3% and added an additional $340 thousand in profit compared to the same period in 2023.

This favorable change in profit margin was predominantly driven by the shipment of our process

burners during the nine months ended September 30, 2024, which was expected since the comparable period in 2023 included a low margin burner performance test.

Operating Expenses

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Research and Development

R&D expenses increased $215 thousand, or 115%, and $336 thousand, or 96.9%, for the three and six months ended June 30, 2024, respectively, as compared to the same time periods in 2023.

This unfavorable year-over-year increase in R&D expenses was mainly driven by additional head count and related benefit costs of $67 thousand and $156 thousand for the three and six months ended June 30, 2024, respectively, that did not exist in the comparable periods in 2023.

In addition, we incurred an unfavorable additional year-over-year expense related to product development costs for our process burner product line for a total of $32 thousand and $143 thousand for the three and six months ended June 30, 2024, respectively.

R&D expenses increased $236 thousand, or 253.8%, and $572 thousand, or 130.0%, for the three and nine months ended September 30, 2024, respectively, compared to the same time periods in 2023.

This unfavorable year-over-year increase in R&D expenses was mainly driven by additional head count and related benefit costs of $69 thousand and $225 thousand for the three and nine months ended September 30, 2024, respectively, that did not exist in the comparable periods in 2023.

In addition, we incurred an unfavorable additional year-over-year expense related to product development costs for our process burner product line for a total of $91 thousand and $234 thousand for the three and nine months ended September 30, 2024, respectively.

General and Administrative

G&A expenses increased $206 thousand, or 13.2%, for the three months ended June 30, 2024, as compared to the same time period in 2023.

This unfavorable increase in G&A expenses is primarily comprised of $260 thousand for vesting of restricted stock units triggered by the departure of a member of our board of directors during the three months ended June 30, 2024.

G&A expenses for the six months ended June 30, 2024, decreased by $36 thousand, or 1.2%, compared to the same period in 2023.

The decrease of $135 thousand in human capital and benefit costs was primarily driven by the timing of departures and subsequent onboarding costs.

The year-over-year decrease was offset by year-over-year increases in costs related to board of director departure costs of $73 thousand.

We incurred board of director departure costs of $260 thousand and $187 thousand during the six months ended June 30, 2024 and 2023, respectively.

Other income increased by $114 thousand, or 75.5%, for the three months ending June 30, 2024, as compared to the same period in 2023.

The favorable increase is primarily due to $128 thousand increase in government assistance from our Department of Energy hydrogen burner development grant.

This increase was partially offset by a decrease of $35 thousand for the sale of materials from the decommissioning of our Seattle office during the comparable period in 2023.

Other income decreased $17 thousand, or 4.0%, for the six months ended June 30, 2024, compared to the same period in 2023.

This unfavorable decrease was mainly due to the fact that we had received $154 thousand in connection with the decommissioning of our Seattle office during 2023, and we derived no income from this project during the comparable period in 2024.

This year-over-year decrease was offset by a $148 thousand increase in government assistance related to our Department of Energy hydrogen burner project.

Net loss for the three months ended June 30, 2024, was $1,872 thousand compared to $1,478 thousand for the same quarter in 2023, or an approximate 26.7% increase.

The $394 thousand increase is primarily attributable to the increased operating expenses noted in the above explanations.

Net loss for the six months ended June 30, 2024 was $2,980 thousand compared to $2,907 thousand for the same period in 2023, or an approximate 2.6% increase.

The increase in net loss is primarily attributable to an unfavorable increase in operating expenses of $300 thousand, which was partially offset by a favorable increase in gross profit of $244 thousand, all of which are explained above.

G&A expenses increased by $227 thousand, or 15.9%, for the three months ended September 30, 2024, compared to the same time period in 2023.

This unfavorable increase in G&A expenses is primarily attributed to a one-time non-recurring accrual estimate of $394 thousand related to the decision to suspend our China operations.

These G&A expenses related to the suspension of our operations in China include severance and related benefit costs, the disposal and shipment of certain equipment in China, and legal entity filing fees.

See “Note 2 – Summary of Significant Accounting Policies – Foreign Operations” and “Recent Developments – Suspension of Activities in China” above for additional information.

This unfavorable increase in G&A expenses was partially offset by a decrease of $93 thousand in human capital and benefit costs primarily driven by the timing of employee departures and subsequent onboarding costs.

G&A expenses for the nine months ended September 30, 2024, increased by $191 thousand, or 4.1%, compared to the same period in 2023.

This unfavorable increase in G&A expenses is primarily attributed to a one-time non-recurring accrual estimate of $394 thousand related to our decision to suspend our operations in China, as described above.

The year-over-year increase in G&A expenses was partially offset by a decrease of $228 thousand in human capital and benefit costs, which was primarily driven by the timing of employee departures and subsequent onboarding costs.

Other Income, net

Other income, net increased by $113 thousand, or 68.5%, for the three months ended September 30, 2024, compared to the same period in 2023.

The favorable increase is primarily due to $89 thousand increase in government assistance from our Department of Energy hydrogen burner development grant, and $61 thousand increase in interest income due to a higher cash balance during the nine months ended September 30, 2024, compared to the same period in 2023.

The increase was partially offset by a decrease of $43 thousand in income from the sale of materials from the decommissioning of our Seattle office during the comparable period in 2023.

Other income, net increased $96 thousand, or 16.2%, for the nine months ended September 30, 2024, compared to the same period in 2023.

This favorable increase was predominantly due to the $237 thousand increase in government assistance related to our Department of Energy hydrogen burner project.

This year-over-year increase was partially offset by a $154 thousand decrease in income in connection with the decommissioning of our Seattle office during 2023, while we derived no income from this project during the comparable period in 2024.

Liquidity and Capital Resources

At June 30, 2024, our cash and cash equivalent balance totaled $15,974 thousand compared to $5,684 thousand at December 31, 2023, an increase of $10,290 thousand.

The increase in cash and cash equivalent balance is primarily attributable to our public offering and concurrent private placement.

At September 30, 2024, our cash and cash equivalent balance totaled $14,486 thousand compared to $5,684 thousand at December 31, 2023, an increase of $8,802 thousand.

The increase in cash and cash equivalent balance is primarily attributable to our public offering, concurrent private placement and the related SPV’s exercise of its participation right.

See “Note 7 – Equity” for additional information.

At June 30, 2024, our current assets were in excess of current liabilities resulting in working capital of $14,906 thousand as compared to $4,253 thousand at December 31, 2023.

Our Annual Report on Form 10-K filed with the SEC on April 1, 2024, contained a “going concern” note, which raised substantial doubt about our ability to continue operations.

We believe that we have alleviated the substantial doubt following the consummation of the recent underwritten public offering and concurrent private placement.

At September 30, 2024, we had working capital of $13,851 thousand compared to $4,253 thousand at December 31, 2023.

Our Annual Report on Form 10-K filed with the SEC on April 1, 2024, contained a “going concern” note, which raised substantial doubt about our ability to continue as a going concern.

We believe that we have alleviated the substantial doubt following the consummation of the recent public offering, concurrent private placement and the related SPV’s exercise of its participation right.

See “Note 7 – Equity” for additional information.

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Until the growth of revenue increases to a level that covers operating expenses, the Company intends to continue to fund operations in this manner, although the volatility in the capital markets may negatively affect our ability to do so.

As of June 30, 2024, approximately 21.3 million shares of our common stock are issuable upon exercise of the Warrants (as defined above), and we may receive up to $22.5 million in aggregate gross proceeds from the cash exercises thereof, subject to certain beneficial ownership limitations set forth therein.

As of September 30, 2024, approximately 21.3 million shares of our common stock are issuable upon exercise of the Warrants (as defined above), and we may receive up to $22.5 million in aggregate gross proceeds from the cash exercises thereof, subject to certain beneficial ownership limitations set forth therein.

The Warrants require the warrant holder to tender cash upon exercise, with the exception of the Underwriter Warrants which allow the holder to exercise cashless if they so desire.

These equity financial instruments may from time-to-time fund future cash needs, but the volatility of our stock and the risk tolerance of warrant holders will play a key role in this type of funding.

Operating activities for the six months ended June 30, 2024, resulted in cash outflows of $2,525 thousand, primarily due to the net loss for the period of $2,980 thousand, offset with non-cash expense of $519 thousand.

Operating activities for the six months ended June 30, 2023, resulted in cash outflows of $508 thousand, primarily due to the loss for the period of $2,907 thousand, offset with non-cash expenses of $471 thousand, and an increase of $1,858 thousand of contract liabilities, which represents payments from customers in advance of future project costs.

Investing activities for the six months ended June 30, 2024, resulted in cash outflows of $117 thousand, which is primarily attributable to $99 thousand of disbursements for patents and other intangible assets.

Investing activities for the six months ended June 30, 2023, resulted in cash inflows of $1,684 thousand, which is primarily attributable to the redemption of $3,897 thousand of short-term held-to-maturity U.S.

treasuries, offset by $2,162 thousand of purchases for the same type of investments.

Financing activities for the six months ended June 30, 2024, resulted in cash inflows of $12,966 thousand, which is primarily attributable to the issuance of securities in connection with the recent equity offerings (see “Note 7 – Equity” for additional information), offset by $30 thousand in disbursements for taxes paid related to vesting of employee restricted stock units.

Financing activities for the six months ended June 30, 2023, included $15 thousand in disbursements for taxes paid related to vesting of employee restricted stock units.

Operating activities for the nine months ended September 30, 2024, resulted in cash outflows of $3,958 thousand, primarily due to the net loss of $4,135 thousand during such period, which was partially offset by a non-cash expense of $688 thousand.

The decision to suspend our China operations increased accounts payable and accrued liabilities by $394 thousand during the three months ended September 30, 2024, which represents a one-time accrual estimate for the costs to prepare and place our Beijing China entity into a dormant state.

See “Note 2 – Summary of Significant Accounting Policies – Foreign Operations” and “Recent Developments – Suspension of Activities in China” above for additional information.

The change in contract liabilities during the nine months ended September 30, 2024 was predominantly impacted by our shipment of process burners during the three months ended September 30, 2024.

See “Note 5 – Revenue, Contract Assets and Contract Liabilities” above for additional information.

Operating activities for the nine months ended September 30, 2023, resulted in cash outflows of $1,783 thousand, primarily due to the loss for the period of $4,239 thousand, offset with non-cash expenses of $678 thousand, and an increase of $1,554 thousand of contract liabilities, which represents payments from customers in advance of future project costs.

Investing activities for the nine months ended September 30, 2024, resulted in cash outflows of $177 thousand, which is primarily attributable to $159 thousand of disbursements for patents and other intangible assets.

Investing activities for the nine months ended September 30, 2023, resulted in cash inflows of $2,595 thousand, which is primarily attributable to the redemption $4,847 thousand of short-term held-to-maturity U.S.

treasuries, partially offset by $2,162 thousand in purchases of the same type of investments.

Financing activities for the nine months ended September 30, 2024, resulted in cash inflows of $12,936 thousand, which is primarily attributable to the net proceeds received of $12,967 thousand from the issuance of securities in connection with the recent equity offerings (see “Note 7 – Equity” above for additional information).

Financing activities for the nine months ended September 30, 2023, resulted in cash outflows of $15 thousand due to disbursements for taxes paid related to vesting of employee restricted stock units.

Off-Balance Sheet Transactions

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis