Financial Performance - The company's 2023 revenue was approximately $6,911,000, representing a decrease of 39% compared to 2022[199]. - The adjusted net loss for 2023 was approximately $2,698,000, a decrease of $1,828,000 or 40% from the adjusted net loss of approximately $4,526,000 in 2022[200]. - Gross profit for the year ended December 31, 2023, was $542,000, down from $1,145,000 in 2022, with a gross profit margin decrease of 2.3 percentage points to 7.8%[214]. - Operating expenses decreased by 49% from $6,869,000 in 2022 to $3,495,000 in 2023, a reduction of $3,374,000[215]. - The decrease in operating expenses included a reduction in selling, general and administrative expenses by $1,615,000 and advertising and marketing expenses by $884,000[215]. - The gross profit margin decline was attributed to a decrease in revenue and an increase in fixed costs as a percentage of revenue[214]. Customer Concentration and Risks - Three customers accounted for 37%, 21%, and 12% of the company's revenue for the year ended December 31, 2023, indicating a high customer concentration risk[35]. - The company’s accounts receivable from three customers made up 59%, 29%, and 12% of the total balance as of December 31, 2023, highlighting reliance on a limited number of clients[35]. - The company may face delisting from NASDAQ if it does not satisfy continued listing requirements by April 9, 2024[47]. - The company is facing a demand for arbitration asserting claims for breach of contract and seeking $1,049,280 in damages from a client[156]. Market and Industry Challenges - The company experienced a decline in activity, with sales and backlog affected by challenges in the cannabis market, supply chain delays, and a broader macroeconomic slowdown[40]. - The cannabis industry remains illegal under federal law, posing significant risks to the company's business operations and customer base[22]. - The company has observed softening demand from Canadian prospects due to limited capital availability and overbuilding of cultivation capacity following federal legalization[79]. - The competitive landscape in the cannabis industry is highly challenging, with the company having less capital and resources compared to many competitors[93]. - The company faces risks related to the cannabis industry, including the uncertainty of federal enforcement against state-legal cannabis activities[104]. - The continued development of the cannabis markets is dependent on state-level legislative authorization, with potential setbacks impacting the overall market for the company's products and services[130]. Operational and Compliance Issues - The company has identified material weaknesses in its internal control over financial reporting, which could adversely affect the accuracy and timeliness of its financial reporting[52]. - The company relies heavily on third-party suppliers, with potential disruptions in production affecting its ability to fulfill orders[57]. - The company may face business disruptions and increased costs due to potential interruptions in IT infrastructure during systems integration or migration work[64]. - The company is subject to anti-money laundering laws and regulations, with substantial penalties for non-compliance that could materially affect its financial condition[106][116]. - The company may face challenges in obtaining necessary insurance due to its involvement in the cannabis industry, exposing it to additional risks[87]. Strategic Decisions and Future Outlook - The company implemented a 23% reduction in its workforce on January 5, 2024, to align personnel levels with expected activity[40]. - The company is currently evaluating its banking relationships to increase the amount of fully insured deposits due to recent liquidity concerns in the market[69]. - The company is focused on evaluating and pursuing synergistic acquisitions, which involve risks such as potential disruption of ongoing business and incurring additional indebtedness[100]. - The company intends to retain future earnings to repay indebtedness and fund its business, rather than paying dividends[173]. - The company does not anticipate paying any cash dividends on its common stock in the foreseeable future[147]. - The company may face dilution of existing stockholders due to future issuances of common stock or preferred stock[176]. Miscellaneous - The company has approximately 32 shareholders of record and 11,694 shareholders holding shares in street name as of October 25, 2023[159]. - The company has issued 145,512 shares under equity compensation plans not approved by shareholders, with a weighted-average exercise price of $11.85[161]. - The company has a total of 666,667 Plan Shares allocated under the 2021 Equity Plan, with 132,568 shares issued and 172,815 non-qualified stock options outstanding as of December 31, 2023[163]. - The company has allocated 333,333 shares for issuance under the 2017 Equity Plan, with 24,129 shares available for future issuance[220]. - The company continues to monitor costs and take actions to reduce costs due to the ongoing impacts of the COVID-19 pandemic[197]. - The company believes that geopolitical conflicts will have only a general impact on operations, with no direct effects on financial condition[198]. - The company faces risks and uncertainties regarding its ability to grow revenue and generate sufficient cash flows in the future[201]. - The company has not experienced any reportable cybersecurity breaches during the fiscal year ended December 31, 2023[181]. - The allowance for doubtful accounts as of December 31, 2023, was $125,000, compared to $127,000 as of December 31, 2022[207]. - The accrued warranty reserve as of December 31, 2023, was $191,000, an increase from $180,000 in the previous year[208].

Inventory and Accounts Payable - As of September 30, 2023, the company's finished goods inventory increased to $371,689 from $270,555 as of December 31, 2022, representing a growth of 37.4%[109] - The company's net inventory decreased to $315,096 as of September 30, 2023, down from $348,411 as of December 31, 2022, reflecting a decline of 9.5%[109] - Total accounts payable decreased significantly to $571,885 as of September 30, 2023, compared to $1,207,258 as of December 31, 2022, indicating a reduction of 52.6%[123] - The company has made advance payments for inventory purchases totaling approximately $36,000 as of September 30, 2023, down from $1,176,000 as of December 31, 2022[121] - Overhead expenses included in the inventory balance were $15,145 as of September 30, 2023, compared to $12,770 as of December 31, 2022, indicating an increase of approximately 18%[138] Lease and Operating Expenses - The company recognized an operating lease right-of-use asset of $383,169 and an operating lease liability of $414,370 as of September 30, 2023[119] - The company’s operating cash outflow from the operating lease was $93,206 for the nine months ended September 30, 2023[136] - The company’s lease payments for the New Facility Lease are set at $10,055 per month, increasing by 3% annually[134] - As of September 30, 2023, the present value of minimum lease payments is $414,370, with total minimum lease payments amounting to $440,963[137] Compensation and Stock Options - The company has $15,586 in unrecognized compensation expense for unvested stock options as of September 30, 2023, which will be recognized over the next 18 months[114] - The company granted 138,489 stock options during the nine months ended September 30, 2023, with a weighted average exercise price of $0.90[131] - For the nine months ended September 30, 2023, the company recorded $76,110 in compensation expense related to vested options, a decrease of 41% from $129,733 for the same period in 2022[182] - Compensation expense related to vested RSUs issued to directors was $101,316 for the nine months ended September 30, 2023, compared to $42,413 for the same period in 2022, reflecting a significant increase[184] - The company incurred $0 in compensation expense related to stock options issued to directors during the nine months ended September 30, 2023, compared to $29,656 in the same period of 2022[191] - A total of 16,631 non-qualified stock options were cancelled and 333 were forfeited under the 2021 Equity Incentive Plan[189] - As of September 30, 2023, there were 25,090 non-vested non-qualified stock options with a weighted average grant-date fair value of $4.98[190] - The company has 310,555 shares remaining available for future equity awards under the 2021 Equity Plan as of September 30, 2023[180] Stock Issuance and Equity - The company issued 122,398 shares of common stock in settlement of restricted stock units under the 2021 Equity Incentive Plan during the nine months ended September 30, 2023[177] - As of September 30, 2023, 8,076,372 shares of common stock were issued and outstanding, with no preferred stock issued[166] - The company has authorized 200,000,000 shares of common stock and 25,000,000 shares of preferred stock[145] - As of September 30, 2023, 163,692 shares have been issued under the 2017 Equity Incentive Plan, with 145,512 options remaining outstanding[187] Financial Performance and Tax - The company recorded a depreciation expense of $22,476 for the nine months ended September 30, 2023[162] - As of September 30, 2023, the company has U.S. federal and state net operating losses (NOLs) of approximately $27,873,000, with $11,196,000 expiring between 2034 and 2037[194] - During the nine months ended September 30, 2023, the company recorded revenue of $16,977 from engineering services agreements, with $14,035 received in cash payments[197] - The company recorded a full valuation allowance against its net deferred tax assets as of September 30, 2023, indicating a belief that recovery is not likely in the foreseeable future[195] - The company intends to maintain valuation allowances until sufficient evidence exists to support their reversal[195] Legal and Compliance - An arbitration demand was filed against the company for $1,049,280 in damages related to breach of contract and warranty claims[314] - The company has not maintained effective controls over financial reporting due to insufficient accounting personnel and inadequate supervisory review[312] - The company has entered into a manufacturer representative agreement with RSX Enterprises to assist in marketing and soliciting orders[196]

CEA Industries Inc. (NASDAQ:CEAD) Q2 2023 Results Conference Call August 14, 2023 4:15 PM ET Company Participants Tony McDonald - Chairman and CEO Ian Patel - CFO Conference Call Participants Operator Good afternoon, ladies and gentlemen, and welcome to the CEA Industries Q2 2023 Earnings Conference Call. Joining us today are the Company’s Chairman and CEO, Tony McDonald, as well as the Company’s CFO, Ian Patel. At this time, all participants have been placed in a listen-only mode. And we will open the floo ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.00001 par value CEAD Nasdaq Capital Markets Warrants to purchase common stock CEADW Nasdaq Capital Markets FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...

CEA Industries Inc. (NASDAQ:CEAD) Q1 2023 Results Earnings Conference Call May 15, 2023 4:15 PM ET Company Participants Tony McDonald - Chairman and Chief Executive Officer Ian Patel - Chief Financial Officer Conference Call Participants Name - Company Name Operator Good afternoon, ladies and gentlemen, and welcome to the CEA Industries Q1 2023 Earnings Conference Call. Joining us today are the company's Chairman and CEO, Tony McDonald, as well as company's CFO, Ian Patel. At this time, all participants hav ...

| --- | --- | --- | --- | --- | --- | --- | |---------------------------------------------------------------------------------------------|-------|------------------|-------|------------|-------|-----------------| | Remaining performance obligations related to engineering only paid contracts | $ | 2023 \n172,000 | $ | 2024 \n- | $ | Total \n172,000 | | Remaining performance obligations related to partial equipment paid contracts | | 1,318,000 | | 379,000 | | 1,697,000 | | Total remaining performance obligat ...

CEA Industries Inc. (NASDAQ:CEAD) Q4 2022 Earnings Conference Call March 28, 2023 4:30 PM ET Company Participants Tony McDonald - Chairman and Chief Executive Officer Ian Patel - Chief Financial Officer Conference Call Participants Operator Good afternoon, ladies and gentlemen, and welcome to the CEA Industries Q4 And Full Year 2022 Earnings Conference Call. Joining us today are the company's Chairman and CEO, Tony McDonald, as well as company's CFO, Ian Patel. [Operator Instructions] Before we begin, pleas ...

Anthony K. McDonald (2018) Mr. McDonald was appointed a director on September 12, 2018. On November 28, 2018, Mr. McDonald was appointed our Chief Executive Officer and President. On June 24, 2020, Mr. McDonald was appointed Chairman of the Board. Mr. McDonald has been involved in building businesses in the cleantech, energy efficiency and heating, ventilation and air conditioning ("HVACD") industries over the past 10 years. From 2008 to 2018, Mr. McDonald led sales and business development as Vice-Presiden ...

CEA Industries Inc. (NASDAQ:CEAD) Q3 2022 Results Conference Call November 14, 2022 4:15 PM ET Company Participants Tony McDonald - Chairman and Chief Executive Officer Ian Patel - Chief Financial Officer Operator Good afternoon, ladies and gentlemen, and welcome to the CEA Industries Q3 2022 Earnings Conference Call. Joining us today are the company's Chairman and CEO, Tony McDonald, as well as the company's CFO, Ian Patel. [Operator Instructions] Before we begin, please be advised that this call may conta ...

[Cautionary Statement](index=4&type=section&id=CAUTIONARY%20STATEMENT) This section warns that the report contains forward-looking statements subject to substantial risks and uncertainties, and investors should not place undue reliance on them - This report contains forward-looking statements that involve substantial risks and uncertainties, which could cause actual results to differ materially from expectations[11](index=11&type=chunk) - Key factors that could cause differences include business prospects, the impact of the COVID-19 pandemic and other health crises, overall financial condition (including higher interest rates and inflation), regulatory changes, competitive pressures in the CEA industry, and supply chain disruptions[12](index=12&type=chunk)[14](index=14&type=chunk) - Investors should not place undue reliance on these forward-looking statements, which are valid only as of the report date, and the company undertakes no obligation to update them[15](index=15&type=chunk) [PART I — FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This part presents the unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and an assessment of internal controls and procedures [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in shareholders' equity, and cash flows, along with detailed notes explaining accounting policies and specific financial items [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This statement provides a snapshot of the company's financial position, highlighting significant increases in cash and a shift from shareholder deficit to positive equity | Metric | Sep 30, 2022 (Unaudited) ($) | Dec 31, 2021 ($) | | :--------------------------------- | :----------------------- | :------------------- | | Cash and cash equivalents | $21,083,549 | $2,159,608 | | Total Current Assets | $22,877,453 | $3,991,098 | | Total Assets | $23,459,214 | $5,281,962 | | Total Current Liabilities | $6,914,173 | $4,406,269 | | Total Liabilities | $7,319,438 | $4,892,495 | | Total Shareholders' Equity (Deficit) | $16,139,776 | $(3,570,533) | - Cash and cash equivalents increased significantly by **$18,923,941** from December 31, 2021, to September 30, 2022[19](index=19&type=chunk) - Total Shareholders' Equity shifted from a deficit of **$(3,570,533)** at December 31, 2021, to a positive **$16,139,776** at September 30, 2022[19](index=19&type=chunk) [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This statement details the company's revenues, costs, and net income or loss over specific periods, showing trends in profitability and operational efficiency | Metric | Three Months Ended Sep 30, 2022 ($) | Three Months Ended Sep 30, 2021 ($) | Nine Months Ended Sep 30, 2022 ($) | Nine Months Ended Sep 30, 2021 ($) | | :--------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Revenue, net | $5,063,079 | $3,706,436 | $9,822,391 | $10,582,470 | | Cost of revenue | $4,465,888 | $2,959,264 | $8,828,453 | $8,208,368 | | Gross profit | $597,191 | $747,172 | $993,938 | $2,374,102 | | Operating income (loss) | $(1,059,133) | $(442,543) | $(4,441,521) | $(1,012,215) | | Net income (loss) | $(1,042,050) | $(407,905) | $(4,225,578) | $(936,031) | | Net income (loss) available to common shareholders | $(1,042,050) | $(2,672,199) | $(4,701,561) | $(3,200,325) | | Income (loss) per common share – basic and diluted | $(0.13) | $(1.69) | $(0.69) | $(2.02) | | Weighted average number of common shares outstanding, basic and diluted | 7,953,974 | 1,583,511 | 6,804,741 | 1,581,142 | - Revenue increased by **37%** for the three months ended September 30, 2022, but decreased by **7%** for the nine months ended September 30, 2022, compared to the prior year periods[23](index=23&type=chunk) - Gross profit decreased by **20%** for the three months and **58%** for the nine months ended September 30, 2022, primarily due to increased variable costs and lower equipment margins[23](index=23&type=chunk) [Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity%20(Deficit)) This statement outlines the changes in the company's equity, primarily driven by new share issuances and conversions, despite a reported net loss - Shareholders' Equity (Deficit) increased from **$(3,570,533)** at December 31, 2021, to **$16,139,776** at September 30, 2022[19](index=19&type=chunk)[24](index=24&type=chunk) - This increase was primarily driven by **$21,711,131** from common shares and warrants issued for cash and **$1,980,000** from the conversion of Series B preferred stock during the nine months ended September 30, 2022[24](index=24&type=chunk) - The company recognized a net loss of **$(4,225,578)** for the nine months ended September 30, 2022[24](index=24&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement details the inflows and outflows of cash from operating, investing, and financing activities, showing a significant increase in cash from financing | Metric | Nine Months Ended Sep 30, 2022 ($) | Nine Months Ended Sep 30, 2021 ($) | | :--------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(743,108) | $(1,761,260) | | Net cash used in investing activities | $(28,098) | $(13,816) | | Net cash provided by financing activities | $19,695,147 | $1,774,074 | | Net change in cash and cash equivalents | $18,923,941 | $(1,002) | | Cash and cash equivalents, end of period | $21,083,549 | $2,283,879 | - Net cash provided by financing activities increased substantially to **$19,695,147** for the nine months ended September 30, 2022, primarily due to **$21,711,131** from the sale of common stock and warrants[28](index=28&type=chunk)[259](index=259&type=chunk) - Cash used in operating activities decreased by **$1,018,000**, from **$(1,761,000)** in 2021 to **$(743,000)** in 2022[28](index=28&type=chunk)[254](index=254&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) These notes provide essential details on the company's business, the impact of external events like COVID-19, accounting adjustments, revenue sources, and significant customer relationships - CEA Industries Inc. designs, engineers, and sells environmental control and other technologies for the Controlled Environment Agriculture (CEA) industry, primarily serving commercial indoor cannabis facilities in the U.S. and Canada[31](index=31&type=chunk)[195](index=195&type=chunk) - The COVID-19 pandemic has caused significant delays in equipment receipt and revenue recognition due to supply chain disruptions, and the company anticipates continued adverse effects on sales, project implementation, and operating margins[33](index=33&type=chunk) - A goodwill impairment charge of **$631,064** was recorded at June 30, 2022, due to a drop in the company's stock price, indicating that its carrying value exceeded its fair value[52](index=52&type=chunk) Revenue by Source | Source | Three Months Ended Sep 30, 2022 ($) | Three Months Ended Sep 30, 2021 ($) | Nine Months Ended Sep 30, 2022 ($) | Nine Months Ended Sep 30, 2021 ($) | | :--------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Equipment and systems sales | $4,941,380 | $3,523,948 | $9,375,093 | $9,933,313 | | Engineering and other services | $104,434 | $110,538 | $382,559 | $464,269 | | Shipping and handling | $17,265 | $71,950 | $64,739 | $184,888 | | Total revenue | $5,063,079 | $3,706,436 | $9,822,391 | $10,582,470 | - Remaining performance obligations (backlog) as of September 30, 2022, was approximately **$6,832,000**, with **$4,271,000** not expected to be realized until 2023 and **$157,000** at risk of cancellation[73](index=73&type=chunk)[74](index=74&type=chunk) - Customer concentration is significant, with two customers accounting for **53%** and **24%** of revenue for the three months ended September 30, 2022, and three customers accounting for **54%**, **20%**, and **19%** of accounts receivable as of September 30, 2022[85](index=85&type=chunk)[86](index=86&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on the company's financial performance and condition, discussing key operational highlights, the impact of external factors, and a detailed comparison of financial results for the three and nine months ended September 30, 2022, versus 2021. It also covers liquidity, capital resources, and critical accounting estimates - The company uses non-GAAP measures like net bookings and backlog, and adjusted net income (loss) to supplement GAAP results, cautioning that backlog may not be indicative of future operating results due to potential renegotiations or cancellations[190](index=190&type=chunk)[191](index=191&type=chunk)[216](index=216&type=chunk) - Net bookings for Q3 2022 were **$2,197,000**, a **43%** increase from Q2 2022, while backlog at September 30, 2022, was **$6,832,000**, a **30%** decrease from June 30, 2022, due to higher revenue recognition[209](index=209&type=chunk)[210](index=210&type=chunk) Backlog and Net Bookings Trend | Metric | September 30, 2021 ($) | December 31, 2021 ($) | March 31, 2022 ($) | June 30, 2022 ($) | September 30, 2022 ($) | | :----------------------------- | :------------------- | :------------------ | :----------------- | :---------------- | :------------------- | | Backlog, beginning balance | $7,987,000 | $9,881,000 | $10,818,000 | $11,179,000 | $9,698,000 | | Net bookings, current period | $5,600,000 | $3,993,000 | $2,105,000 | $1,534,000 | $2,197,000 | | Recognized revenue, current period | $3,706,000 | $3,056,000 | $1,744,000 | $3,015,000 | $5,063,000 | | Backlog, ending balance | $9,881,000 | $10,818,000 | $11,179,000 | $9,698,000 | $6,832,000 | - For the three months ended September 30, 2022, revenue increased by **37%** to **$5,063,000**, but gross profit decreased by **20%** to **$597,000**, and net loss increased by **$634,000** to **$1,042,000**, primarily due to increased variable costs and operating expenses[218](index=218&type=chunk)[220](index=220&type=chunk)[224](index=224&type=chunk)[231](index=231&type=chunk) - For the nine months ended September 30, 2022, revenue decreased by **7%** to **$9,822,000**, gross profit decreased by **58%** to **$994,000**, and net loss increased by **351%** to **$4,226,000**, largely due to supply chain delays, higher fixed and variable costs, and a **$631,000** goodwill impairment charge[232](index=232&type=chunk)[234](index=234&type=chunk)[239](index=239&type=chunk)[243](index=243&type=chunk)[247](index=247&type=chunk) - Cash and cash equivalents increased by **$18,924,000** to **$21,084,000** as of September 30, 2022, primarily from a **$21,711,000** equity offering, significantly improving working capital from a deficit to a surplus of **$15,963,000**[248](index=248&type=chunk)[250](index=250&type=chunk)[262](index=262&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, CEA Industries Inc. is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is therefore not required to provide quantitative and qualitative disclosures about market risk[271](index=271&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were not effective as of September 30, 2022, due to material weaknesses in internal control over financial reporting, including insufficient accounting expertise, inadequate segregation of duties, and reliance on unverified spreadsheets. The company plans to remediate these issues but acknowledges economic feasibility challenges - Disclosure controls and procedures were not effective as of September 30, 2022, due to material weaknesses in internal control over financial reporting[272](index=272&type=chunk) - Identified material weaknesses include a lack of sufficient accounting expertise, inadequate segregation of duties, and insufficient controls over the accuracy and completeness of spreadsheets used for financial reporting[273](index=273&type=chunk) - The company intends to improve its financial organization and systems but notes that remediating these deficiencies may not be economically feasible due to its size and financial resources[274](index=274&type=chunk) [PART II — OTHER INFORMATION](index=48&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This part covers legal proceedings, risk factors, equity sales, defaults, and other miscellaneous information and exhibits required for the report [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings and is unaware of any pending or threatened litigation that would have a material adverse effect on its business - The company is not currently involved in any material legal proceedings, nor is it aware of any pending or threatened litigation that would materially adversely affect its business[277](index=277&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) This section refers readers to the risk factors detailed in the company's Annual Report on Form 10-K for the year ended December 31, 2021, and subsequent SEC filings, emphasizing that those factors could materially affect the business - Readers should review the risk factors contained in the Annual Report on Form 10-K for the year ended December 31, 2021, and subsequent SEC filings, as these factors could materially and adversely affect the company's business, financial condition, and results of operations[278](index=278&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report for the period - No unregistered sales of equity securities or use of proceeds were reported for the period[279](index=279&type=chunk) [Item 3. Defaults Upon Senior Securities](index=48&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report for the period - No defaults upon senior securities were reported for the period[280](index=280&type=chunk) [Item 4. Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable to the company[281](index=281&type=chunk) [Item 5. Other Information](index=48&type=section&id=Item%205.%20Other%20Information) No other information is required to be reported under this item - No other information was reported under this item[282](index=282&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, which are incorporated by reference or filed herewith - The section lists the exhibits filed with the Form 10-Q, which are either incorporated by reference or filed herewith[283](index=283&type=chunk) [SIGNATURES](index=49&type=section&id=SIGNATURES) This section provides the official signatures of the Chief Executive Officer and Chief Financial Officer, certifying the report on November 14, 2022 - The report is signed by Anthony K. McDonald, Chief Executive Officer and President, and Ian K. Patel, Chief Financial Officer, on November 14, 2022[287](index=287&type=chunk) [EXHIBIT INDEX](index=50&type=section&id=EXHIBIT%20INDEX) This index provides a comprehensive list of all exhibits accompanying the Form 10-Q, including various certifications and Inline XBRL documents - The Exhibit Index provides a detailed list of all exhibits accompanying the Form 10-Q, including certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents[289](index=289&type=chunk)