What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-01-23 compared with 2025-01-23 · 162 added, 226 removed, 485 unchanged (44% of the section changed)

Management’s Discussion and

Analysis of Financial Condition and Results of Operations (as restated)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations (as restated)

References to the “Company,” “our,” “us”

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The following discussion and analysis of the Company’s financial condition and results

of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere

in this Quarterly Report on Form 10-Q (this “Quarterly Report”).

Certain information contained in the discussion and analysis

set forth below includes forward-looking statements that involve risks and uncertainties.

of operations should be read in conjunction with the restated unaudited condensed consolidated interim financial statements and the notes

thereto contained elsewhere in this Quarterly Report on Form 10-Q/A (this “Quarterly Report”).

Certain information contained

in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

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possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of

historical fact included in this Form 10-Q.

historical fact included in this Form 10-Q/A.

Factors that might cause or contribute to such a discrepancy include, but are not limited

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We have focused to date on a simple, capital light business strategy

utilizing, as of June 30, 2024, approximately 170 sales agents and approximately 27 independent sales dealers to produce a growing sales

utilizing, as of March 31, 2024, approximately 337 sales agents and approximately 15 independent sales dealers to produce a growing sales

We engineer and design projects and process building permit applications on behalf of our customers to timely install their

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exist and solar penetration is below 7% of the addressable residential market.

Most of our sales were generated in Florida and Ohio through

June 30, 2024 and 2023 with the remainder for each period generated in Texas, Arkansas, Missouri and Illinois.

We have focused on improving

our operational efficiency to meet the growing demand for our services and have increased our installation capacity by investing in new

equipment and technology.

We have also expanded our workforce by hiring more skilled technicians and training them extensively to ensure

that they meet our high standards for quality and safety.

Most of our sales were generated in Florida through March

31, 2024 and 2023 with the remainder for each period generated in Texas, Arkansas, and Missouri.

We have focused on improving our operational

efficiency to meet the growing demand for our services and have increased our installation capacity by investing in new equipment and

We have also expanded our workforce by hiring more skilled technicians and training them extensively to ensure that they meet

our high standards for quality and safety.

Our core solar service offerings are generated by customer purchases

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and the Seller Class V Shares.

Prior to the Closing, Sellers transferred 24.167% of their Sunergy

Company Interests (which were thereafter exchanged for Seller OpCo Units and Seller Class V Shares at the Closing, as described above)

pro rata to Sun Managers, LLC, a Delaware limited liability company (“Sun Managers”), in exchange for Class A Units (as defined

in the Sun Managers limited liability company agreement (the “SM LLCA”)) in Sun Managers.

In connection with such transfer,

Sun Managers executed a joinder to, and became a “Seller” for purposes of, the Business Combination Agreement.

intends to grant Class B Units (as defined in the SM LLCA) in Sun Managers through the Sun Managers, LLC Management Incentive Plan (the

“Management Incentive Plan”) adopted by Sun Managers to certain eligible employees or service providers of OpCo, Sunergy or

their subsidiaries, in the discretion of Timothy Bridgewater, as manager of Sun Managers.

Such Class B Units may be subject to a vesting

schedule, and once such Class B Units become vested, there may be an exchange opportunity through which the grantees may request (subject

to the terms of the Management Incentive Plan and the OpCo A&R LLC Agreement) the exchange of their Class B Units into Seller OpCo

Units (together with an equal number of Seller Class V Shares), which may then be converted into Class A Common Stock (subject to the

terms of the Management Incentive Plan and the OpCo A&R LLC Agreement).

Grants under the Management Incentive Plan will be made after

Prior to the Closing, Sellers transferred 24.167% of their

Sunergy Company Interests (which were thereafter exchanged for Seller OpCo Units and Seller Class V Shares at the Closing, as

described above) pro rata to Sun Managers, LLC, a Delaware limited liability company (“Sun Managers”), in exchange for

Class A Units (as defined in the Sun Managers limited liability company agreement (the “SM LLCA”)) in Sun Managers.

connection with such transfer, Sun Managers executed a joinder to, and became a “Seller” for purposes of, the Business

Combination Agreement.

Sun Managers intends to grant Class B Units (as defined in the SM LLCA) in Sun Managers through the Sun

Managers, LLC Management Incentive Plan (the “Management Incentive Plan”) adopted by Sun Managers to certain eligible

employees or service providers of OpCo, Sunergy or their subsidiaries, in the discretion of Timothy Bridgewater, as manager of Sun

Such Class B Units may be subject to a vesting schedule, and once such Class B Units become vested, there may be an

exchange opportunity through which the grantees may request (subject to the terms of the Management Incentive Plan and the OpCo

A&R LLC Agreement) the exchange of their Class B Units into Seller OpCo Units (together with an equal number of Seller Class V

Shares), which may then be converted into Class A Common Stock (subject to the terms of the Management Incentive Plan and the OpCo

A&R LLC Agreement).

Grants under the Management Incentive Plan will be made after Closing.

As of the Closing Date, upon consummation of the Business Combination,

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Three Months Ended

Six Months Ended

(In thousands, except percentages)

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Contribution Profit and Contribution Margin

We define contribution profit as revenue, net

less direct costs of revenue, commissions expense and depreciation and amortization, and define contribution margin, expressed as a percentage,

as the ratio of contribution profit to revenue, net.

Contribution profit and margin can be used to understand our financial performance

and efficiency and allows investors to evaluate our pricing strategy and compare against competitors.

Our management uses these metrics

to make strategic decisions, identify areas for improvement, set targets for future performance and make informed decisions about how

to allocate resources going forward.

Contributions margin reflects our Contribution profit as a percentage of revenues.

We define contribution profit as revenue, net less direct costs

of revenue, commissions expense, and depreciation and amortization, and define contribution margin, expressed as a percentage, as the

ratio of contribution profit to revenue, net.

Contribution profit and margin can be used to understand our financial performance and

efficiency and allows investors to evaluate our pricing strategy and compare against competitors.

Our management uses these metrics to

make strategic decisions, identify areas for improvement, set targets for future performance and make informed decisions about how to

allocate resources going forward.

Contribution margin reflects our Contribution profit as a percentage of revenues.

Non-GAAP Financial Measures ” for a reconciliation of Gross Profit to Contribution Profit and Contribution Margin.

Adjusted EBITDA and Adjusted EBITDA Margin

We define Adjusted EBITDA, a non-GAAP financial

measure, as earnings (loss) before interest expense, income tax expense (benefit), depreciation and amortization, other income (expenses),

net, and stock compensation, as adjusted to exclude merger transaction related expenses.

Adjusted EBITDA margin reflects our Adjusted

EBITDA as a percentage of revenues.

See “— Non-GAAP Financial Measures ” for a reconciliation of GAAP net (loss)

income to Adjusted EBITDA and Adjusted EBITDA Margin.

We define Adjusted EBITDA, a non-GAAP financial measure, as earnings

(loss) before interest expense, income tax expense (benefit), depreciation and amortization, other income (expenses), net as adjusted

to exclude merger transaction related expenses.

Adjusted EBITDA margin reflects our Adjusted EBITDA as a percentage of revenues.

“— Non-GAAP Financial Measures ” for a reconciliation of GAAP net loss to Adjusted EBITDA and Adjusted EBITDA

Key Factors that May Influence Future Results of Operations

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Expansion of Residential Sales into New Markets .

revenue growth is, in part, dependent on our ability to expand our product offerings and services in the select residential markets where

we operate in Florida, Texas, Arkansas and Missouri.

We primarily generate revenue from our sales, product offerings and services in the

residential housing market.

To continue our growth, we intend to expand our presence in the residential market into additional states

based on markets underserved by national sales and installation providers that also have favorable incentives and net metering policies.

We believe that our entry into new markets will continue to facilitate revenue growth and customer diversification.

future revenue growth is, in part, dependent on our ability to expand our product offerings and services in the select residential

markets where we operate in Florida, Texas, Arkansas and Missouri.

We primarily generate revenue from our sales, product offerings

and services in the residential housing market.

To continue our growth, we intend to expand our presence in the residential market

into additional states based on markets underserved by national sales and installation providers that also have favorable incentives

and net metering policies.

We believe that our entry into new markets will continue to facilitate revenue growth and customer

diversification.

Expansion of New Products and Services.

In 2024 we have sold

over $2.1 million in roofing replacements to facilitate our solar installations and to repair rooftops on homes in Florida damaged by

severe weather.

In 2024 we sold over

$1.3 million in roofing replacements to facilitate our solar installations and to repair rooftops on homes in Florida damaged by severe

We plan to expand our roofing business in all markets we enter in the future.

Roofing facilitates a faster processing

time for our solar installations in cases where the customer is in need of a roof replacement prior to installing a solar system.

Roofing facilitates a faster processing time for

our solar installations in cases where the customer is in need of a roof replacement prior to installing a solar system.

to provide more financing options for our prospective residential solar energy customers, in 2023, we launched a program that allows customers

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Adding New Customers and Expansion of Sales with Existing Customers.

We intend to approximately double our in-house sales force and external sales dealers in 2024 in order to target new customers in the

Southern U.S.

We intend to increase our in-house sales force and external sales dealers in 2024 in order to target new customers in the Southern

regional residential markets.

We provide competitive compensation packages to our in-house sales teams and external sales

dealers, which incentivizes the acquisition of new customers.

We provide competitive compensation packages to our in-house sales teams and external sales dealers,

which incentivizes the acquisition of new customers.

We are seeing an increase in the costs of labor and

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in 2022 and the beginning of 2023.

In the second half of 2023 purchases saw a correction in the supply chain.

In the second half of 2023 purchases we saw a correction in the supply chain.

Our suppliers are generally

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cash flows and results of operations, including revenue and contribution margin.

Components of Consolidated Statements of Operations

Components of Condensed Consolidated Statements of Operations

Our primary source of revenue is the sale of our residential solar

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“adders” or accessories to a sale may include roofing, energy efficient appliances, upgraded insulation and/or energy storage

All adders consisted of less than 10% of the total revenue, net in each of the three and six months ended June 30, 2024 and 2023.

All adders consisted of less than 10% of the total revenue, net in each of the three months ended March 31, 2024 and 2023.

Our revenue is affected by changes in the volume and average selling

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the monthly payments for customers purchasing systems through third party financing.

Approximately 5% of our sales were paid in cash by

the customer in each of the three and six months ended June 30, 2024 and 2023.

Our revenue growth is dependent on our ability to compete

effectively in the marketplace by remaining cost competitive, developing and introducing new sales teams within existing and new territories,

scaling our installation teams to keep up with demand and maintaining a strong internal operations team to process orders while working

with building departments and utilities to permit and interconnect our customers to the utility grid.

Less than 5% of our sales were paid in cash by the

customer in each of the three months ended March 31, 2024 and 2023.

Our revenue growth is dependent on our ability to compete effectively

in the marketplace by remaining cost competitive, developing and introducing new sales teams within existing and new territories, scaling

our installation teams to keep up with demand and maintaining a strong internal operations team to process orders while working with building

departments and utilities to permit and interconnect our customers to the utility grid.

Cost of Goods Sold (exclusive of depreciation and amortization)

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logistics costs), installation labor and permitting costs.

During 2023, supply chain challenges and an increase in demand for

our products resulted in increased equipment costs and delays.

As a result, our installation and sales growth were less than we had projected.

During 2024, the increase in interest rates has slowed customer interest in solar products.

In this environment, the sales process is

more challenging resulting in fewer sales people and sales dealers making sales.

As a result, our sales are less than we had projected.

The Company uses primarily U.S.

suppliers for its materials and supplies.

However, these supplies may be originally sourced from outside of the United States, mainly China.

The supply chain and prices may be

impacted by changes in the geo-political environment.

Revenue, net less cost of goods sold (exclusive of depreciation

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Other (expenses) income, net

Other (expenses) income, net primarily consists of interest expense

Other (expenses) income, net primarily consist of interest expense

and fees under our equipment and vehicle term loans.

It also includes interest income on our cash balances, and accrued interest on tariffs

previously paid and approved for a refund.

previously paid and approved for refund.

Results of Operations

Three Months Ended June 30, 2024 Compared to Year Ended June

The following table sets forth a summary of our consolidated statements

of operations for the periods presented:

Three Months Ended March 31, 2024 Compared to Year Ended March

The following table sets forth a summary of our condensed consolidated

statements of operations for the periods presented:

Three Months ended

$ (15,283,093 )

Costs and expenses:

Cost of goods sold (exclusive of depreciation and amortization)

(11,022,160 )

Depreciation and amortization

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Total operating expenses

(11,751,855 )

(Loss) income from operations

Other income (expense), net:

Other expense, net

Change in fair value of warrant liabilities

Interest expense

Total other income (expenses), net

Net (loss) income before

$ (1,833,857 )

$ (2,662,913 )

Revenue, net decreased by approximately $15.3 million.

In the higher

interest environment, it is more challenging to make sales.

We are seeing less volume from our internal sales teams resulting in higher

attrition of sales personnel than in previous years.

We are also seeing less volume from our sales dealer partners.

Cost of Goods Sold (exclusive of depreciation and amortization)

Cost of goods sold (exclusive of depreciation and amortization)

decreased by $11.0 million.

The decrease was a result of the decrease in revenue.

As a percentage of revenue, cost of goods sold (exclusive

of depreciation and amortization) improved to 48.4% in 2024 from 60.1% in 2023.

This improvement was driven by a decrease in the cost

of materials and efficiencies in labor.

Depreciation and amortization

Depreciation and amortization decreased by a nominal amount, from

$483,351 for the three months ended June 30, 2023 to $453,669 for the three months ended June 30, 2024.

The decrease was due to a decrease

in the amortization of intangible assets which became fully depreciated.

General and Administrative expenses

General and administrative expenses increased by $1.8 million from

$3.7 million for the three months ended June 30, 2023 to $5.5 million for the three months ended June 30, 2024.

The increase in expenses

is related primarily to investments the company is making in customer support, technology and costs associated with operating a public

Sales and Marketing

Sales and marketing expenses decreased by $2.5 million, from $6.9

million for the three months ended June 30, 2023 to $4.4 million for the three months ended June 30, 2024.

The decrease was a result

of a reduction in cost to support fewer sales people and less revenue.

Other income (expense), net

Other income (expense), net increased from an expense of $(39,312)

for the three months ended June 30, 2023 to income of $829,013 for the three months ended June 30, 2024.

The increase in income was due

primarily to a gain on fair value of warrant liabilities.

Six Months Ended June 30, 2024 Compared to Year Ended June 30,

The following table sets forth a summary of our consolidated statements

of operations for the periods presented:

Six Months ended

$ (13,872,426 )

Costs and expenses:

Cost of goods sold

Depreciation and amortization

Sales and marketing

General and administrative

Total operating expenses

(Loss) income from operations

Other income (expense), net:

Other expenses, net:

Other expense, net

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Interest expense

Total other income (expenses), net

Net (loss) income before taxes

Total other expenses, net

Net (loss) income before income taxes

$ (4,221,770 )

$ (5,834,507 )

Revenue, net decreased by approximately $13.9 million.

In the higher

interest environment, it is more challenging to make sales.

We are seeing less volume from our internal sales teams resulting in higher

attrition of sales personnel than in previous years.

We are also seeing less volume from our sales dealer partners.

Revenue, net increased by approximately $1.4 million as a result

of our increase in sales volume for the three months ended March 31, 2024 and 2023.

The Company’s first quarter benefits from the

sales made in the prior year where the revenue recognition process is not yet complete.

The Company had more sales at the end of 2023

that were in the installation process and completed the revenue recognition process in 2024 than they had at the end of 2022 and completed

the revenue recognition process in the first quarter of 2023.

Cost of Goods Sold (exclusive of depreciation and amortization)

Cost of goods sold (exclusive of depreciation and amortization)

decreased by $7.8 million.

The decrease was a result of the decrease in revenue.

As a percentage of revenue, cost of goods sold (exclusive

of depreciation and amortization) increased to 60.5% in 2024 from 59.0% in 2023.

The increase was driven primarily by an increase in

the costs associated with the growth of the business in 2023 which are not as easily reduced when the Company has a decrease in revenue

as we did in the first half of 2024 compared to the 2nd half of 2023.

increased by approximately $3.3 million as a result of the increase in revenues as noted above and an increase in the cost of labor and

materials during the three months ended March 31, 2024 as compared to 2023.

As a percentage of revenue, the cost of goods sold increased

by 12.2%, from 57.1% for the three months ended March 31, 2023 to 69.3% for the three months ended March 31, 2024.

The increase was driven

primarily by an increase in the costs associated with the growth of the business in 2023 which are not as easily reduced when the Company

has a decrease in revenue as we did in the first quarter compared to the 2nd half of 2023.

Depreciation and amortization

Depreciation and amortization increased by a nominal amount, from

$910,193 for the six months ended June 30, 2023 to 913,199 for the six months ended June 30, 2024.

The increase was due to purchases

of property, equipment and other assets.

$426,842 for the three months ended March 31, 2023 to $459,529 for the three months ended March 31, 2024.

The increase was due to an

increase in our vehicle fleet in 2023 and the associated depreciation of the new vehicles.

General and Administrative expenses

General and administrative expenses increased by $1.5 million from

$5.4 million for the six months ended June 30, 2023 to $8.7 million for the six months ended June 30, 2024.

The increase was primarily

due to a $2.9 million increase in stock compensation and an increase in headcount, infrastructure-related expenses to support increased

revenues and expenses related to the Business Combination.

$1.7 million for the three months ended March 31, 2023 to $3.2 million for the three months ended March 31, 2024.

The increase in expenses

is related primarily to investments the company is making in customer support, increase in allowance for credit losses technology and

costs associated with operating a public company.

Sales and Marketing

Sales and marketing expenses decreased by $0.2 million, from $11.2

million for the six months ended June 30, 2023 to $11.0 million for the six months ended June 30, 2024.

The decrease was a result of

a reduction in cost to support fewer sales people and less revenue.

Other income (expense), net

Other income (expense), net decreased from a net expense

of $(54,693) to income of $655,791.

The improvement in income was due primarily to a gain on fair value of warrant liabilities of $690,000.

Sales and marketing expenses increased by $2.2 million, from $4.3

million for the three months ended March 31, 2023 to $6.6 million for the three months ended March 31, 2024.

The increase was a result

of period expense for the fair value of shares issued to sales managers.

Other expenses, net

Other expenses, net increased from $15,381 for the three months

ended March 31, 2023 to $173,222 for the three months ended March 31, 2024.

The increase was primarily due to the change in the fair

value of warrant liabilities in 2024.

Liquidity and Capital Resources

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efforts and potential acquisitions.

As of June 30, 2024 and December 31, 2023, our cash and cash equivalents

As of March 31, 2024 and December 31, 2023, our cash and cash equivalents

balance were approximately $7.7 million and $8.0 million, respectively.

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The following table summarizes our cash flows for the periods presented:

For the six months ended

For the three months ended

Net cash (used in) provided by operating activities

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Net cash provided by (used in) financing activities

Cash flows from operating activities

Net cash used in operating activities was approximately $12.3 million

during the six months ended June 30, 2024 compared to a net cash provided by operating activities of approximately $2.0 million during

six months June 30, 2023.

The decrease was due primarily to an increase in accounts receivable and contract liabilities.

Accounts receivables

have increased as our financing partners have become more conservative in how soon they fund a customer contract after completion.

liabilities decreased as a result of completing jobs in the first quarter for which we had received funding but deferred revenue because

we had not yet achieved the revenue recognition milestones.

Cash flows from investing activities

Cash flows (used in) provided by operating activities

Net cash used in operating activities was approximately

$10.2 million during the three months ended March 31, 2024 compared to a net cash provided by operating activities of approximately $1.5

million during three months March 31, 2024.

The decrease was primarily due to a decrease in net income due to the closing of the Business

Cash flows used in investing activities

Net cash used in investing activities was approximately $0.2 million

for the six months ended June 30, 2024, primarily relating to the development of software of $0.3 million.

Net cash used in investing

activities for the six months ended June 30, 2023 was approximately $0.04 million primarily relating to purchases of vehicles.

Cash flows used in financing activities

for the three months ended March 31, 2024, primarily relating to purchases of property and equipment of $0.3 million.

Net cash used in

investing activities for the three months ended March 31, 2023 was approximately $0.1 million primarily relating to purchases of vehicles.

Cash flows provided by financing activities

Net cash provided by financing activities was approximately $10.1

million for the six months ended June 30, 2024, primarily relating to the net proceeds from the issuance of convertible preferred stock.

Net cash used in financing activities for the six months ended June 30, 2023 was approximately $0.8 million, primarily relating to distributions

million for the three months ended March 31, 2024, primarily relating to cash acquired from the Business Combination of $10.4 million

offset by repayments of debt and distributions of stockholders.

Net cash used in financing activities for the three months ended March

31, 2023 was approximately $0.3 million, primarily relating to distributions to members and repayments of debt.

Current Indebtedness

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grow the business.

Other than approximately $1.9 million in trade-credit with solar equipment distributors, the Company has only approximately

$1.6 million of debt on service trucks and vehicles valued at approximately $1.9 million net of depreciation.

The Company has $3.0 million payable for professional services related to the business combination to be paid over

the next six quarters;

$2.8 million in trade credit with solar equipment distributors;

$1.7 million of debt related to service vehicles

valued at approximately $2.1 million net of depreciation.

Non-GAAP Financial Measures

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Contribution Profit and Contribution Margin

We define contribution profit as revenue,

net less direct costs of revenue, commissions expense and depreciation and amortization, and define contribution margin, expressed as

a percentage, as the ratio of contribution profit to revenue, net.

Contribution profit and margin can be used to understand our financial

performance and efficiency and allows investors to evaluate our pricing strategy and compare against competitors.

Our management uses

these metrics to make strategic decisions, identify areas for improvement, set targets for future performance and make informed decisions

about how to allocate resources going forward.

We define contribution profit as revenue, net

less direct costs of revenue, commissions expense and depreciation and amortization, and define contribution margin, expressed as a percentage,

as the ratio of contribution profit to revenue, net.

Contribution profit and margin can be used to understand our financial performance

and efficiency and allows investors to evaluate our pricing strategy and compare against competitors.

Our management uses these metrics

to make strategic decisions, identify areas for improvement, set targets for future performance and make informed decisions about how

to allocate resources going forward.

Contributions margin reflects our Contribution profit as a percentage of revenues.

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Three months ended

Six Months Ended

Total revenue

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measure, as net income (loss) before interest and other income (expenses), net, income tax expense, and depreciation and amortization.

as adjusted to exclude merger and acquisition expenses (“ M&A expenses ”).

We utilize Adjusted EBITDA as

an internal performance measure in the management of our operations because we believe the exclusion of these non-cash and non-recurring

charges allow for a more relevant comparison of our results of operations to other companies in our industry.

Adjusted EBITDA should

not be viewed as a substitute for net loss calculated in accordance with GAAP, and other companies may define Adjusted EBITDA differently.

We utilize Adjusted EBITDA as an internal performance measure in the management of our operations because we believe the exclusion of

these non-cash and non-recurring charges allow for a more relevant comparison of our results of operations to other companies in our

Adjusted EBITDA should not be viewed as a substitute for net loss calculated in accordance with GAAP, and other companies may

define Adjusted EBITDA differently.

Adjusted EBITDA margin reflects our Adjusted EBITDA as a percentage of revenues.

The following table provides a reconciliation of net income (loss)

The following table provides a reconciliation of net (loss) income

to Adjusted EBITDA for the periods presented:

Three Months Ended

Six Months Ended

Net (loss) income

$ (4,107,102 )

$ (5,864,421 )

Other (income) expense, net

Other income, net

Change in fair value of warrant liabilities

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Income tax benefit

Stock compensation

Stock-based compensation

Depreciation and amortization

Adjusted EBITDA

Net (loss) income margin

Net income (loss) margin

Adjusted EBITDA margin

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assets acquired.

Goodwill is not amortized but is tested for impairment annually, or

more frequently if an event occurs or circumstances change that would more likely than not result in an impairment of goodwill.

the Company assesses qualitative factors to determine whether or not it is more likely than not that the fair value of a reporting unit

is less than its carrying amount.

If the Company concludes that it is more likely than not that the fair value of a reporting unit is

less than its carrying amount, the Company conducts a quantitative goodwill impairment test comparing the fair value of the applicable

reporting unit with its carrying value.

If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, the

Company recognizes an impairment loss in the consolidated statements of operations for the amount by which the carrying amount exceeds

the fair value of the reporting unit.

The Company performs its annual goodwill impairment test at December 31 of each year.

no goodwill impairment recorded for the three months ended June 30, 2024 and 2023.

Goodwill is not amortized but is tested for impairment annually,

or more frequently if an event occurs or circumstances change that would more likely than not result in an impairment of goodwill.

First, the Company assesses qualitative factors to determine whether or not it is more likely than not that the fair value of a

reporting unit is less than its carrying amount.

If the Company concludes that it is more likely than not that the fair value of a

reporting unit is less than its carrying amount, the Company conducts a quantitative goodwill impairment test comparing the fair

value of the applicable reporting unit with its carrying value.

If the carrying amount of the reporting unit exceeds the fair value

of the reporting unit, the Company recognizes an impairment loss in the consolidated statements of operations for the amount by

which the carrying amount exceeds the fair value of the reporting unit.

The Company performs its annual goodwill impairment test at

December 31 of each year.

There was no goodwill impairment recorded for the three months ended March 31, 2024 and 2023.

Intangible assets subject to amortization

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No impairment charges were recorded for the three months ended

June 30, 2024 and 2023.

March 31, 2024 and 2023.

Quantitative and Qualitative Disclosures about Market Risk

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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/A

Item 2. Management’s Discussion and Analysis