Management’s Discussion and Analysis of Financial Condition and Results of Operations
−Removed: Cautionary Statement Regarding Forward-Looking
+Added: Cautionary Statement
+Added: Regarding Forward-Looking Statements
This report contains “forward-looking statements”
9 unchanged sentences
as well as other similar words and expressions of the future, are intended to identify forward-looking statements.
−Removed: Factors that may cause actual results to differ from
−Removed: those results expressed or implied, include, but are not limited to, those listed under “Risk Factors” in our Annual Report
−Removed: on Form 10-K for the year ended December 31, 2025 filed by the Company with the Securities and Exchange Commission (the “SEC”)
+Added: Factors that may cause actual results to differ
+Added: from those results expressed or implied, include, but are not limited to, those listed under “Risk Factors” in our Annual
+Added: Report on Form 10-K for the year ended December 31, 2025 filed by the Company with the Securities and Exchange Commission (the “SEC”)
on March 30, 2026.
−Removed: These forward-looking
−Removed: statements generally relate to our plans, objectives and expectations for future events and include statements about our expectations,
−Removed: beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts.
−Removed: These statements are
−Removed: based upon our opinions and estimates as of the date they are made.
−Removed: Although we believe that the expectations reflected in
−Removed: these forward-looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties
−Removed: that may be beyond our control, which could cause actual results, performance and achievements to differ materially from results, performance
−Removed: and achievements projected, expected, expressed or implied by the forward-looking statements.
−Removed: While we cannot assess the future
−Removed: impact that any of these differences could have on our business, financial condition, results of operations and cash flows or the market
−Removed: price of shares of our common stock, the differences could be significant.
−Removed: You are cautioned not to unduly rely on such forward-looking
−Removed: statements when evaluating the information presented in this report and you are urged to consider all such risks and uncertainties.
−Removed: In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation
−Removed: that such forward-looking matters will be achieved.
+Added: forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our
+Added: expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts.
+Added: statements are based upon our opinions and estimates as of the date they are made.
+Added: Although we believe that the expectations
+Added: reflected in these forward-looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and
+Added: uncertainties that may be beyond our control, which could cause actual results, performance and achievements to differ materially from
+Added: results, performance and achievements projected, expected, expressed or implied by the forward-looking statements.
+Added: cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and
+Added: cash flows or the market price of shares of our common stock, the differences could be significant.
+Added: You are cautioned not to unduly rely
+Added: on such forward-looking statements when evaluating the information presented in this report and you are urged to consider all such
+Added: risks and uncertainties.
+Added: In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion
+Added: to be a representation that such forward-looking matters will be achieved.
General Overview
−Removed: The Company is a “shell company”, as defined
−Removed: in Rule 12b-2 of the Exchange Act.
−Removed: Because we are a shell company, our stockholders are unable to utilize Rule 144 to sell
−Removed: “restricted stock” as defined in Rule 144 or to otherwise use Rule 144 to sell our securities, and we are ineligible to utilize
−Removed: registration statements on Form S-3 or Form S-8 for so long as we remain a shell company and for 12 months thereafter.
−Removed: consequence, among other things, the offering, issuance and sale of our securities is likely to be more expensive and time consuming and
−Removed: may make our securities less attractive to investors.
+Added: The Company is a “shell company”,
+Added: as defined in Rule 12b-2 of the Exchange Act.
+Added: Because we are a shell company, our stockholders are unable to utilize Rule 144
+Added: to sell “restricted stock” as defined in Rule 144 or to otherwise use Rule 144 to sell our securities, and we are ineligible
+Added: to utilize registration statements on Form S-3 or Form S-8 for so long as we remain a shell company and for 12 months thereafter.
+Added: a consequence, among other things, the offering, issuance and sale of our securities is likely to be more expensive and time consuming
+Added: and may make our securities less attractive to investors.
The Company’s
3 unchanged sentences
Prior to this use, the Company’s funds have
−Removed: been, and we anticipate will continue to be, invested in high-grade, short-term investments (such as cash and cash equivalents, U.S.
−Removed: Bills and mutual funds) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation, until such
−Removed: time as we need to utilize such funds, or any portion thereof, for the purposes described above.
−Removed: The directors will also consider
−Removed: alternatives for distributing some or all of its cash and cash equivalents and Investments in U.S.
−Removed: Treasury Bills and mutual funds
−Removed: to stockholders.
+Added: been, and we anticipate will continue to be, invested in high-grade, short-term investments (such as cash and cash equivalents and mutual
+Added: funds) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation, until such time as we need
+Added: to utilize such funds, or any portion thereof, for the purposes described above.
+Added: The directors will also consider alternatives for
+Added: distributing some or all of its cash and cash equivalents and Investments in mutual funds to
+Added: stockholders.
Results of operations
−Removed: Three months ended March 31, 2026 compared to the three months ended
−Removed: March 31, 2025
−Removed: For the three months ended March 31, 2026, the Company
−Removed: had a loss from operations of $261,000 compared to a loss from operations of $256,000 for the three months ended March 31, 2025.
−Removed: The increased loss from operations of $5,000
−Removed: was primarily a result of a decrease in Interest and other income, net of $21,000, an increase in Compensation and benefits of $7,000,
−Removed: offset by a decrease in Other operating expenses of $23,000 during the three months ended March 31, 2026 as compared to March 31, 2025.
+Added: Three months ended June 30, 2026
+Added: compared to the three months ended June 30, 2025
+Added: For the three months ended June 30, 2026, the
+Added: Company had a net loss of $243,000 compared to a net loss of $244,000 for the three months ended June 30, 2025.
Compensation and benefits
−Removed: For the three months ended March 31, 2026, Compensation
−Removed: and benefits were $122,000 as compared to $115,000 for the three months ended March 31, 2025.
−Removed: The increased Compensation and benefits
−Removed: of $7,000 was the result of increased payroll benefits.
+Added: For the three months ended June 30, 2026, Compensation
+Added: and benefits were $115,000 as compared to $113,000 for the three months ended June 30, 2025.
Other operating expenses
−Removed: For the three months ended March 31, 2026, Other operating
−Removed: expenses were $149,000 as compared to $172,000 for the three months ended March 31, 2025.
+Added: For the three months ended June 30, 2026, Other
+Added: operating expenses were $136,000 as compared to $145,000 for the three months ended June 30, 2025.
The decreased operating expenses of
−Removed: were primarily the result of decreased professional fees of $14,000, decreased travel and entertainment of $13,000, decreased other expenses
−Removed: of $7,000, offset by increased fees related to the repair and maintenance of Company owned dam properties of $11,000.
−Removed: The dam properties
−Removed: were fully impaired as of December 31, 2018.
−Removed: Interest and other income, net
−Removed: For the three months ended March 31, 2026, Interest
−Removed: and other income, net was $10,000 as compared to $31,000 for the three months ended March 31, 2025.
+Added: $9,000 were primarily the result of decreased professional fees of $17,000, decreased travel and entertainment of $7,000, decreased other
+Added: expenses of $2,000, offset by increased fees related to the repair and maintenance of Company owned dam properties of $17,000.
+Added: dam properties were fully impaired as of December 31, 2018.
+Added: other income, net
+Added: For the three months ended June 30, 2026, Interest
+Added: and other income, net was $8,000 as compared to $14,000 for the three months ended June 30, 2025.
The decreased interest and other income,
net of $6,000 was primarily the result of the lower yields related to the investments in mutual funds and lower balances on such investments
−Removed: during the three months ended March 31, 2026.
−Removed: For the three months ended March 31, 2026 and 2025, the Company recorded
+Added: during the three months ended June 30, 2026.
+Added: For the three months ended June 30, 2026 and 2025, the Company recorded
no income tax expense from operations.
−Removed: The Company recorded a full
−Removed: valuation allowance against its net deferred tax assets as of March 31, 2026 and 2025.
−Removed: Due to a full valuation allowance on the deferred
−Removed: tax assets related to net operating loss carryforwards, no tax benefit has been recorded in relation to the pre-tax loss for the years
−Removed: ended March 31, 2026 and 2025.
+Added: The Company recorded
+Added: a full valuation allowance against its net deferred tax assets as of June 30, 2026 and 2025.
+Added: Due to a full valuation allowance on the
+Added: deferred tax assets related to net operating loss carryforwards, no tax benefit has been recorded in relation to the pre-tax loss for
+Added: the periods ended June 30, 2026 and 2025.
+Added: Six months ended June 30, 2026
+Added: compared to the six months ended June 30, 2025
+Added: For the six months ended June 30, 2026, the Company
+Added: had a net loss of $504,000 compared to a net loss before income taxes of $500,000 for the six months ended June 30, 2025.
+Added: The increased loss from operations of $4,000
+Added: was primarily a result of a decrease in Interest and other income, net of $27,000, increase Compensation and benefits of $9,000, offset
+Added: by a decrease in other operating expenses of $32,000 during the six months ended June 30, 2025.
+Added: For the six months ended June 30, 2026, Compensation
+Added: and benefits were $237,000 as compared to $228,000 for the six months ended June 30, 2025.
+Added: Other operating expenses
+Added: For the six months ended June 30, 2026, Other
+Added: operating expenses were $285,000 as compared to $317,000 for the six months ended June 30, 2025.
+Added: The decreased operating expenses of $32,000
+Added: were primarily the result of decreased professional fees of $33,000, decreased travel and entertainment expenses of $20,000, decreased
+Added: other expenses of $7,000, offset by increased fees related to the repair and maintenance of Company owned dam properties of $28,000.
+Added: dam properties were fully impaired as of December 31, 2018.
+Added: other income, net
+Added: For the six months ended June 30, 2026, Interest
+Added: and other income, net was $18,000 as compared to $45,000 for the six months ended June 30, 2025.
+Added: The decreased interest and other income,
+Added: net of $27,000 was primarily the result of the lower yields related to the investments in U.S.
+Added: Treasury securities and mutual funds and
+Added: lower balances of such investments during the six months ended June 30, 2026.
+Added: For the six months ended
+Added: June 30, 2026 and 2025, the Company recorded no income tax expense from operations.
+Added: No tax benefit has been recorded in relation to the
+Added: pre-tax loss for the six months ended June 30, 2026 and 2025, due to a full valuation allowance to offset any deferred tax asset related
+Added: to net operating loss carry forwards attributable to the losses.
Financial condition
−Removed: Liquidity and Capital Resources
−Removed: At March 31, 2026, the Company had cash and cash
+Added: and Capital Resources
+Added: At June 30, 2026, the Company had cash and cash
equivalents totaling $48,000 and investments in mutual funds totaling $870,000 which it intends
1 unchanged sentence
directors will also consider alternatives for distributing some or all of its cash and cash equivalents and investments to stockholders.
−Removed: The Company acknowledges that its working capital may not be sufficient to support its operating requirements through May 31, 2027.
−Removed: Cash equivalents represent short-term, highly liquid
−Removed: investments, which are readily convertible to cash and have maturities of three months or less at time of purchase.
−Removed: Please refer to note
−Removed: 5 of the Notes to Condensed Consolidated Financial Statements for classification of Investments.
−Removed: The decrease in cash and cash equivalents of $20,000
−Removed: for the three months ended March 31, 2026 was primarily the result of $211,000 used in operating activities, $10,000 used in the purchase
−Removed: of mutual funds, offset by the sale and the redemption of investments of $201,000.
+Added: The Company acknowledges that its working capital may not be sufficient to support its operating requirements through September 30, 2027.
+Added: Cash equivalents represent short-term, highly
+Added: liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase.
+Added: to note 5 of the Notes to Condensed Consolidated Financial Statements for classification of Investments.
+Added: The increase in cash and cash equivalents of
+Added: $15,000 for the six months ended June 30, 2026 was primarily the result of $382,000 used in operating activities, $18,000 used in the
+Added: purchase of mutual funds, offset by the sale and the redemption of investments of $415,000.
Quantitative and Qualitative Disclosures About Market Risk
1 unchanged sentence
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.