ConnectM Technology Solutions, Inc.(CNTM) - 2025 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION (unaudited) Item 1. Unaudited Condensed Consolidated Financial Statements This section presents the unaudited condensed consolidated financial statements, including the balance sheets, statements of operations and comprehensive loss, statements of stockholders' deficit, and statements of cash flows, along with detailed notes explaining the company's organization, accounting policies, acquisitions, debt, and other financial instruments Condensed Consolidated Balance Sheets The balance sheets show a significant increase in total assets and a decrease in total liabilities and stockholders' deficit from December 31, 2024, to June 30, 2025, primarily driven by increases in accounts receivable, property and equipment, goodwill, and additional paid-in capital Selected Balance Sheet Data | Metric | June 30, 2025 (unaudited) | December 31, 2024 | | :-------------------------------- | :-------------------------- | :------------------ | | Total Assets | $21,837,977 | $12,756,542 | | Total Liabilities | $33,419,209 | $36,543,049 | | Total Stockholders' Deficit | $(11,581,232) | $(23,786,507) | | Cash | $2,658,044 | $2,407,843 | | Accounts Receivable | $5,480,311 | $1,897,471 | | Property and Equipment, net | $3,508,727 | $936,573 | | Goodwill | $5,157,376 | $1,728,108 | | Additional Paid-In Capital | $42,541,947 | $20,152,919 | | Accumulated Deficit | $(55,988,573) | $(45,426,099) | Condensed Consolidated Statements of Operations and Comprehensive Loss The company reported increased revenues and gross profit for both the three and six months ended June 30, 2025, compared to 2024, but also experienced a higher net loss due to increased selling, general and administrative expenses and other expenses, including losses on debt extinguishment and fair value changes Selected Statements of Operations Data | Metric (USD) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $8,511,491 | $5,009,124 | $17,499,834 | $10,383,031 | | Cost of Revenues | $5,538,614 | $3,039,203 | $11,513,224 | $6,809,589 | | Gross Profit | $2,972,877 | $1,969,921 | $5,986,610 | $3,573,442 | | Selling, General and Administrative Expenses | $6,292,160 | $3,013,658 | $12,579,336 | $6,031,817 | | Loss from Operations | $(3,319,283) | $(1,449,395) | $(6,592,726) | $(2,864,033) | | Total Other Income (Expense), net | $(86,825) | $(767,891) | $(3,790,721) | $(1,956,626) | | Net Loss | $(3,406,108) | $(2,217,286) | $(10,383,447) | $(4,820,659) | | Basic and Diluted Net Loss Per Share | $(0.06) | $(0.17) | $(0.24) | $(0.36) | Condensed Consolidated Statements of Stockholders' Deficit The statements of stockholders' deficit show a significant increase in common stock shares and additional paid-in capital for the six months ended June 30, 2025, primarily due to issuances of common stock to settle claims, extinguish obligations, and in connection with acquisitions, despite a growing accumulated deficit Selected Stockholders' Deficit Data | Metric (USD) | December 31, 2024 | June 30, 2025 | | :--------------------------------------- | :------------------ | :-------------- | | Common Stock Shares | 29,093,289 | 71,631,073 | | Common Stock Amount | $2,910 | $7,163 | | Additional Paid-In Capital | $20,152,919 | $42,541,947 | | Accumulated Deficit | $(45,426,099) | $(55,988,573) | | Total Stockholders' Deficit | $(23,786,507) | $(11,581,232) | - Issuance of common stock to extinguish obligations to vendors and lenders under 3a10 plan: 10,069,573 shares with a fair value of $5,411,498[19] - Issuance of common stock in connection with the conversion of convertible debt and accrued interest under 3(a)(9) settlement: 15,290,930 shares with a fair value of $7,740,915[19] Condensed Consolidated Statements of Cash Flows For the six months ended June 30, 2025, the company experienced increased cash used in operating activities, a shift to cash received from investing activities, and a significant increase in cash provided by financing activities, leading to an overall increase in cash and cash equivalents Selected Cash Flow Data | Cash Flow Activity (USD) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(4,204,478) | $(2,424,368) | | Net cash received from (used in) investing activities | $285,822 | $(145,923) | | Net cash provided by financing activities | $4,204,866 | $2,219,157 | | Cash, beginning of the period | $2,407,843 | $1,160,368 | | Cash, end of the period | $2,658,044 | $819,575 | - Net cash used in operating activities increased by 73.4% to $4,204,478 for the six months ended June 30, 2025, primarily due to a net loss of $10,383,447, partially offset by non-cash items and changes in operating assets and liabilities[21][211] - Net cash provided by financing activities increased by 89.5% to $4,204,866 for the six months ended June 30, 2025, driven by proceeds from convertible debt ($3,556,000), issuance of debt ($735,000), and stock subscription agreements ($805,000)[21][215] Notes to Unaudited Condensed Consolidated Financial Statements These notes provide detailed explanations and disclosures for the unaudited condensed consolidated financial statements, covering the company's business, significant accounting policies, financial condition, and recent transactions Note 1: Organization and Operations ConnectM Technology Solutions, Inc. operates through subsidiaries, offering solutions for decarbonization, business-to-business transportation, and industrial internet of things (IIoT) management, powered by its AI-driven energy intelligence platform. The company also provides managed solutions services and physical products. The financial statements reflect a reverse recapitalization from July 2024, with prior period adjustments - ConnectM offers solutions for decarbonization (energy management, weatherization, HVAC, solar, battery, EV charging), business-to-business transportation (last mile delivery), and connected operations management (IIoT platform)[22] - The company's offerings include an AI-driven intelligent heat pump system and display clusters, digital control units, and vehicle control units[23] - On July 12, 2024, the company consummated a Business Combination accounted for as a reverse recapitalization, with Legacy ConnectM deemed the accounting acquirer[24] Note 2: Summary of Significant Accounting Policies The company's significant accounting policies remain largely unchanged, emphasizing the use of estimates, segment reporting across four operating segments (Owned Service Network, Managed Solutions, Logistics, Transportation), and the treatment of business combinations and net loss per share. Several new accounting pronouncements are under evaluation for future impact - The company's four operating and reportable segments are: Owned Service Network, Managed Solutions, Logistics, and Transportation[32][33][34][42] - Potentially dilutive securities totaling 19,870,608 (options, warrants, convertible notes) were excluded from diluted EPS computation due to their anti-dilutive effect given the net loss position[43][44] - The company is evaluating the potential impact of recently issued accounting pronouncements, including ASU 2023-06 (Disclosure Improvements), ASU 2024-02 (Codification Improvements), ASU 2023-09 (Income Tax Disclosures), and ASU 2024-03/2025-01 (Expense Disaggregation Disclosures)[45][46][47][48] Note 3: Going Concern The company's ability to continue as a going concern is in substantial doubt due to a significant working capital deficit, ongoing net losses, negative operating cash flow, Nasdaq delisting, and technical defaults on several debt agreements. Management is seeking additional financing and expense management to address these challenges - As of June 30, 2025, the company had a working capital deficit of approximately $20,634,015[50] - The company incurred a net loss of approximately $10,383,447 and generated negative cash flow from operating activities of approximately $4,204,478 for the six months ended June 30, 2025[50] - The company's common stock was delisted from the Nasdaq Capital Market on May 7, 2025, due to non-compliance with listing rules[51][52] - The company is in technical default under the SEPA Convertible Note and four secured promissory notes due to missed scheduled payments[53][54] Note 4: Acquisitions In April 2025, ConnectM completed two significant acquisitions: ATS and SESB for $3.141 million in common stock, expanding its residential/commercial heating, cooling, and solar services; and CER for a capital infusion of $1.13 million, resulting in a bargain purchase gain of $2.487 million and expanding its presence in India's energy-management sectors. These acquisitions are integrated into the Owned Service Network segment - On April 28, 2025, the company acquired Air Temp Service Co, Inc. (ATS) and Solar Energy Systems of Brevard, Inc (SESB) for approximately $3,141,000 in common stock (4,900,000 shares)[58] - On April 25, 2025, ConnectM India acquired 100% of Cambridge Energy Resources Pvt. Ltd. (CER) under a court-supervised insolvency resolution plan, resulting in a bargain purchase gain of approximately $2,487,000[60][61] - CER expands the company's operating presence in India's rooftop solar distributed energy and telecommunications enterprise energy-management sectors, contributing approximately $28,000 in revenue from acquisition date to June 30, 2025[64][77] Acquisition Summary | Acquired Entity | Acquisition Date | Total Assets Acquired | Total Liabilities Assumed | Net Assets Acquired | Goodwill | Non-controlling Interest | | :---------------- | :--------------- | :-------------------- | :------------------------ | :------------------ | :------- | :----------------------- | | ATS | April 28, 2025 | $847,645 | $861,647 | $(14,002) | $2,612,975 | — | | SESB | April 28, 2025 | $228,171 | $56,010 | $172,161 | $817,705 | — | | CER | April 25, 2025 | $5,051,773 | $2,335,748 | $2,716,025 | — | $228,520 | Note 5: Accounts Payable Accounts payable includes trade payables, accrued vendor obligations, and credit card payable balances, which increased from December 31, 2024, to June 30, 2025 Accounts Payable Details | Metric (USD) | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | Accounts Payable | $7,540,595 | $10,497,488 | | Credit Card Payable Balances | $733,000 | $612,000 | Note 6: Other Payable In January 2025, the company entered into a 3(a)(10) Settlement Agreement with Last Horizon, LLC, to settle $8.908 million in overdue liabilities by issuing common stock. This resulted in a loss on extinguishment and the recognition of a new obligation at fair value, which decreased to $3.645 million by June 30, 2025, after partial settlement through stock issuance. The company triggered default events in April and May 2025 - The company entered into a 3(a)(10) Settlement Agreement in January 2025 to settle approximately $8,908,000 in overdue liabilities by issuing common stock to Last Horizon, LLC[73] - A loss on extinguishment of approximately $2,716,000 was recognized on January 29, 2025, and an additional $1,323,000 and $1,128,000 loss for the three and six months ended June 30, 2025, respectively, from debt-to-equity conversion[75][80] 3(a)(10) Settlement Agreement Details | Metric (USD) | January 29, 2025 (Issuance) | June 30, 2025 | | :--------------------------------------- | :-------------------------- | :------------ | | Fair Value of 3(a)(10) Settlement Agreement | $11,624,000 | $3,645,042 | | Shares Issued to Settle Obligation (6 months) | — | 13,744,131 | - The company triggered an event of default in April 2025 for not filing its Form 10-K timely and in May 2025 for being delisted from NASDAQ[76] Note 7: Convertible Debt The company issued $3.556 million in 2025 Convertible Notes with 20% interest and varying maturity/conversion terms, measured at fair value. Modifications were made to 2024 Convertible Notes due to stock price volatility, and $1.84 million of these notes were extinguished through conversion into common stock - The company entered into eighteen 2025 Convertible Note agreements for aggregate gross proceeds of $3,556,000, bearing 20.0% interest per annum[81][82] - The fair value of the 2025 Convertible Notes was approximately $3,556,000 at issuance and $3,728,000 at June 30, 2025[84] - The 2024 Convertible Notes were modified to extend maturity and conversion option periods due to stock price volatility[87] - The company extinguished $1,840,000 of outstanding 2024 Convertible Notes through conversion into common stock during the six months ended June 30, 2025[88] Note 8: Debt The company settled two Sale of Future Receipts (SFR) agreements, recognizing gains on extinguishment. It also assumed approximately $187,000 in debt from the ATS and SESB acquisitions. The January 2025 Seller Note, initially $176,000, was amended twice, extending its maturity and increasing interest. Additionally, $7.465 million in convertible and promissory notes were converted into 15,290,930 shares of common stock under a 3(a)(9) debt-to-equity conversion, resulting in a $690,000 loss - Settled September 2024 SFR Agreement for $25,000 cash payment, extinguishing $69,000 balance and recording a $12,000 gain[89] - Settled November 2024 SFR Agreement for $30,000, extinguishing $53,000 balance and recording a $2,000 gain[90] - Assumed approximately $187,000 in debt from ATS and SESB acquisitions, classified as current[91] - Converted $7,464,939 of 2024 convertible notes and promissory notes into 15,290,930 shares of common stock under Section 3(a)(9), resulting in a total loss of approximately $690,000[95][96] Note 9: Derivative Financial Instruments The company settled Share Reset Derivative Liabilities by issuing 2,737,168 shares of common stock with a fair value of $1,712,005. The Forward Purchase Agreement (FPA) with Meteora was mutually terminated, resulting in a $500,000 termination consideration received by the company - 2,737,168 shares were issued on February 24, 2025, with a fair value of $1,712,005, to settle Share Reset Derivative Liabilities[98] - The Amended 2024 FPA with Meteora was mutually terminated on April 2, 2025, in exchange for $500,000 termination consideration received by the company[99] Note 10: Fair Value Measurements The company measures certain liabilities, including derivative liabilities, the 3(a)(10) Settlement Agreement, contingent consideration, and convertible debt, at fair value using Level 3 inputs. Significant changes in fair value were observed for convertible debt and the 3(a)(10) Settlement Agreement, with specific assumptions used for valuation models Fair Value of Liabilities | Liability (USD) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Derivative Liabilities | $3,061,948 | $4,229,478 | | 3(a)(10) Settlement Agreement | $3,645,042 | — | | Contingent Consideration | $434,174 | $434,174 | | Convertible Debt | $7,195,476 | $8,542,323 | | Total Liabilities at Fair Value | $14,336,640 | $13,205,975 | - The change in fair value on convertible debt resulted in a loss of approximately $733,783 for the three months and $1,053,478 for the six months ended June 30, 2025[105] - The fair value of the 3(a)(10) Settlement Agreement was determined using a Monte Carlo simulation, resulting in a loss of $1,115,594 for the three months and $617,966 for the six months ended June 30, 2025[111][112] - The fair value of derivative liabilities decreased from $4,229,478 at December 31, 2024, to $3,061,948 at June 30, 2025, with a change in fair value resulting in a loss of $544,209 for the six months ended June 30, 2025[100][101][114] Note 11: Related Party Transactions The company engaged in various transactions with related parties, including the Sponsor of MCAC, Related Party Investors, and the CEO. These involved converting unsecured promissory notes and other liabilities into common stock, settling share reset adjustments, and generating revenue/incurring costs from related party managed solutions customers. The CEO also holds promissory notes with the company - The Sponsor of MCAC converted approximately $555,000 of unsecured promissory notes and $132,000 of accounts payable into 343,248 shares of common stock in September 2024[118] - Related Party Investors received one-time share reset adjustments, settled during Q1 2025 through the issuance of 1,460,130 and 795,675 shares of common stock[121] Related Party Managed Solutions Financials | Metric (USD) | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--------------------------------------- | :------------------------------- | :----------------------------- | | Revenue from Related Party Managed Solutions Customers | $131,000 | $346,000 | | Cost of Revenues from Related Party Managed Solutions Customers | $66,000 | $266,000 | | SG&A from Related Party Managed Solutions Customers | $47,000 | $66,000 | - The company's CEO holds promissory notes with principal balances of approximately $83,000 (2016 note) and $93,000 (2024 note), incurring interest expense of $10,300 for the six months ended June 30, 2025[124][125][126] Note 12: Commitments and Contingencies The company is involved in routine legal proceedings and a specific litigation related to the Florida Solar acquisition, where plaintiffs allege contract breaches. The company believes these claims lack merit and is asserting counterclaims. An employment agreement settlement in January 2025 requires the issuance of 26,087 shares, pending legal counsel's opinion - The company is a defendant in a lawsuit (Zrallack and RJZ Holdings LLC v. Aurai LLC, ConnectM Florida RE LLC, and Florida Solar Products, Inc.) alleging breach of stock purchase agreement, promissory notes, and a services agreement related to the 2022 acquisition of Florida Solar[132][133] - In January 2025, the company entered into a settlement agreement for an employment dispute, requiring the issuance of 26,087 shares of common stock, subject to certain conditions[135] Note 13: Employee Retention Credit (ERC) In March 2025, the company received IRS approval for Employee Retention Credit (ERC) claims totaling $279,524, which was recognized as other income for the six months ended June 30, 2025 - The company received IRS approval for ERC claims totaling $279,524 in March 2025[136] - The full amount of $279,524 (net of service fees) was recognized within Other income (expense), net for the six months ended June 30, 2025[136][137] Note 14: Revenues The company's revenue increased significantly for both the three and six months ended June 30, 2025, primarily from the United States and India. Contract assets decreased slightly during the six-month period Revenues by Geographic Area | Geographic Area | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | United States | $7,734,601 | $4,580,577 | $15,988,957 | $9,673,721 | | India | $776,890 | $428,547 | $1,510,877 | $709,310 | | Total Revenues | $8,511,491 | $5,009,124 | $17,499,834 | $10,383,031 | Contract Asset Activity | Contract Asset Activity (USD) | Amount | | :---------------------------- | :----- | | Balance as of December 31, 2024 | $206,750 | | Net change during the six months ended June 30, 2025 | $(22,227) | | Balance as of June 30, 2025 | $184,523 | Note 15: Income Taxes The company recorded no income tax expense or benefit for the three and six months ended June 30, 2025 and 2024, due to net operating losses. A full valuation allowance is maintained against its net deferred tax assets, as realization of benefits is not considered more likely than not - The company's tax rate for the three and six months ended June 30, 2025, was 21%, in line with the federal statutory rate[141] - No income tax expense (benefit) was recorded for the three and six months ended June 30, 2025 and 2024, due to net operating losses[143] - A full valuation allowance is maintained against net deferred tax assets as of December 31, 2024, and June 30, 2025, due to a history of cumulative net losses[144] Note 16: Inventory The company's inventory, consisting of parts and finished goods, increased from December 31, 2024, to June 30, 2025 Inventory Breakdown | Inventory Component (USD) | June 30, 2025 | December 31, 2024 | | :------------------------ | :------------ | :---------------- | | Parts | $257,994 | $164,131 | | Finished Goods | $631,183 | $386,564 | | Total | $889,177 | $550,695 | Note 17: Reportable Segments The company's operations are organized into four reportable segments: Owned Service Network, Managed Solutions, Logistics, and Transportation. The Owned Service Network and Logistics segments were the primary drivers of revenue growth for the three and six months ended June 30, 2025, while Corporate expenses significantly contributed to the overall loss from operations Segment Performance and Assets | Segment (USD) | Revenues (3M Q2 2025) | Revenues (6M Q2 2025) | Loss from Operations (3M Q2 2025) | Loss from Operations (6M Q2 2025) | Total Assets (June 30, 2025) | | :-------------------- | :-------------------- | :-------------------- | :-------------------------------- | :-------------------------------- | :--------------------------- | | Owned Service Network | $4,445,226 | $8,692,767 | $(1,079,549) | $(2,131,955) | $9,422,417 | | Managed Solutions | $608,951 | $2,365,319 | $(92,996) | $(110,586) | $1,803,751 | | Logistics | $2,874,783 | $5,412,213 | $172,475 | $347,354 | $3,380,374 | | Transportation | $582,531 | $1,029,535 | $(7,710) | $(96,627) | $6,331,671 | | Corporate | — | — | $(2,311,503) | $(4,600,912) | $899,764 | | Total | $8,511,491 | $17,499,834 | $(3,319,283) | $(6,592,726) | $21,837,977 | - Total assets located outside the United States increased significantly from approximately $1,260,000 at December 31, 2024, to $6,332,000 at June 30, 2025[147] - For the three and six months ended June 30, 2025, one customer represented more than 10% of total company revenue[147] Note 18: Stock-Based Compensation During May and June 2025, the company issued 585,000 shares of common stock to advisors (fair value $133,000) and 1,622,222 shares to directors and employees (fair value $372,000) as one-time grants for past services - Issued 585,000 shares of common stock to advisors with a fair value of approximately $133,000[149] - Issued 1,622,222 shares of common stock to directors and employees with a fair value of approximately $372,000 for past services[149] Note 19: Subsequent Events Subsequent events include the issuance of $1.9 million in Q3 2025 Convertible Notes, shareholder approval for a reverse stock split (terms not finalized), ongoing technical default under the SEPA Convertible Note, and further amendments to the January 2025 Seller Note extending its maturity - From July 1, 2025, to the filing date, the company issued five convertible note agreements (Q3 2025 Convertible Notes) for aggregate gross proceeds of $1,900,000[151] - Shareholders approved a reverse stock split and issuance of up to 25,000,000 shares via a standby equity purchase agreement on April 11, 2025, with terms not yet finalized[152] - The company remains in technical default under the SEPA Convertible Note due to missed payments and untimely SEC filings, with ongoing discussions for resolution[154] - The January 2025 Seller Note was amended twice in July and August 2025, extending its maturity date to September 30, 2025, and increasing the interest rate[155][156] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, highlighting its business model, recent developments, key factors affecting performance, and detailed analysis of revenues, expenses, and cash flows, alongside disclosures on liquidity and critical accounting policies Executive Overview ConnectM Technology Solutions, Inc. is a public company focused on connecting and powering next-generation equipment, mobility, and distributed energy through its proprietary AI-driven Energy Intelligence Network (EIN) platform. It serves residential, commercial, and OEM customers, aiming to optimize energy efficiency, reduce costs, and support sustainable innovation across four business segments - ConnectM became a publicly listed company on July 12, 2024, following a Business Combination with Monterey Capital Acquisition Corporation (MCAC)[159] - The company delivers an AI-driven Energy Intelligence Network (EIN) platform for residential and commercial service providers and OEMs to optimize energy efficiency and operational performance[160] - Revenue is derived from the sale of hardware, software, and services across four business segments: Owned Service Network, Managed Solutions, Transportation, and Logistics[163] Recent Developments Recent developments include the settlement of $8.908 million in liabilities through common stock issuance, an HBE project in India, settlement of share reset derivative liabilities, termination of a forward purchase agreement, shareholder approval for a reverse stock split, and acquisitions of CER, ATS, and SESB. The company also designated Series A and B Preferred Stock, was delisted from Nasdaq, and engaged in various debt and equity financing activities - The company settled $8,908,000 in overdue liabilities with Last Horizon, LLC, by issuing 13,744,131 shares of common stock under a 3(a)(10) Settlement Agreement[164] - Acquired Cambridge Energy Resources Pvt. Ltd. (CER) on April 25, 2025, expanding India operations and projecting an increase from 5% to 15% of global revenue (approximately $10,000,000 annualized) over the next twelve months[170] - Acquired Air Temp Service Co, Inc. (ATS) and Solar Energy Systems of Brevard, Inc (SESB) on April 28, 2025, for 4,900,000 shares of common stock valued at approximately $3,141,000[171] - The company's common stock was delisted from the Nasdaq Capital Market on May 7, 2025[173] - Issued 15,290,930 shares of common stock with a fair value of $8,224,386 in exchange for $7,464,939 of secured promissory notes and convertible notes during April and May 2025[174] Comparability of Financial Information The company's historical financial results may not be comparable to current results due to the Business Combination in July 2024 and the transition to a public company, which necessitates additional personnel, procedures, and increased annual expenses for compliance and administrative resources - Historical financial statements may not be comparable due to the Business Combination on July 12, 2024, and becoming a public company[184] - Expects to incur additional annual expenses as a public company for directors' and officers' liability insurance, director fees, and increased accounting, legal, and administrative resources[184] Key Factors Affecting Operating Results The company's future success hinges on expanding revenue streams from high-margin recurring products, leveraging existing networks for service offerings, enhancing software and AI capabilities, growing its customer base through referrals, and continuing international expansion - Future revenue is expected from existing high-margin recurring revenue products and expanded service offerings[187] - Growth drivers include expanding existing software and AI capabilities to solve pain points and increase profitability for B2B customers[187] - An expanded customer base through client referrals and a customized sales process, along with continued international expansion, are key to future success[187] Reportable Segments The company operates through four reportable segments: Owned Service Network (electrification and distributed energy solutions with AI platform), Managed Solutions (HR, procurement, marketing, and working capital loans for service providers), Logistics (B2B heavy goods transportation via last-mile delivery software), and Transportation (IIoT platform for OEMs to manage connected operations) - Owned Service Network: Provides installation and maintenance for electrified heating/cooling and distributed energy solutions, connected to an AI-driven energy intelligence platform[193] - Managed Solutions: Offers third-party service providers access to HR management, procurement, omnichannel marketing, lead generation, and short-term working capital loans[193] - Logistics: Facilitates business-to-business transportation of heavy goods using a last-mile delivery platform and software[193] - Transportation: Manages connected operations using an IIoT platform to remotely monitor and control equipment performance for OEMs and enterprise customers[193] Key Components of Our Results of Operations Revenue is recognized from equipment/product sales, installation, service agreements, managed services, and delivery. Cost of Revenue includes personnel, facility, and equipment-related expenses. Selling, General and Administrative (SG&A) expenses cover personnel, depreciation, amortization, professional fees, and public company operating costs, which are expected to increase - Revenue sources include equipment and product sales, installation, service agreements, managed services, and delivery services[188] - Cost of Revenue comprises personnel-related expenses, facility costs, and expenses for equipment and professional services[191] - Selling, General and Administrative expenses include personnel, depreciation, amortization, allocated facility costs, professional services (legal, audit, accounting), and public company compliance costs, which are expected to increase[192][193][194] - Other income (expense), net, includes interest expense, fair value changes of convertible debt and derivatives, gains/losses on debt extinguishment, bargain purchase gains, and miscellaneous income/expenses[195] Results of Operations The company experienced significant revenue growth for both the three and six months ended June 30, 2025, driven by the new Logistics segment and expansion of the Owned Service Network. However, this was accompanied by substantial increases in Cost of Revenues and Selling, General and Administrative expenses, leading to higher operating and net losses. Other income and expenses were impacted by debt extinguishments, fair value changes, and a bargain purchase gain Revenues Revenues increased by 69.9% to $8.551 million for the three months and by 68.5% to $17.499 million for the six months ended June 30, 2025, primarily due to the new Logistics segment and expansion of the Owned Service Network Revenue Growth | Period | Revenues (2025) | Revenues (2024) | Change ($) | Change (%) | | :----------------------------- | :-------------- | :-------------- | :--------- | :--------- | | Three Months Ended June 30 | $8,511,491 | $5,009,124 | $3,502,367 | 69.9% | | Six Months Ended June 30 | $17,499,834 | $10,383,031 | $7,116,803 | 68.5% | - The increase in revenues was primarily driven by the new Logistics segment (approximately $2,875,000 for three months, $5,412,000 for six months) and expanding Owned Service Network[196][197] Expenses Cost of Revenues increased by 82.2% for the three months and 69.1% for the six months ended June 30, 2025, mainly due to the Logistics segment. Selling, General and Administrative expenses surged by 109% for both periods, driven by public company operating costs, Owned Service Network expansion, and increased marketing Expense Analysis | Expense Category | Period | 2025 Amount | 2024 Amount | Change ($) | Change (%) | | :----------------------- | :----------------------------- | :---------- | :---------- | :--------- | :--------- | | Cost of Revenues | Three Months Ended June 30 | $5,538,614 | $3,039,203 | $2,499,411 | 82.2% | | | Six Months Ended June 30 | $11,513,224 | $6,809,589 | $4,703,635 | 69.1% | | Selling, General and Administrative Expenses | Three Months Ended June 30 | $6,292,160 | $3,013,658 | $3,278,502 | 108.8% | | | Six Months Ended June 30 | $12,579,336 | $6,031,817 | $6,547,519 | 108.5% | - Cost of Revenues increase was primarily driven by the new Logistics segment, adding approximately $2,162,000 for the three months and $4,172,000 for the six months ended June 30, 2025[198][201] - SG&A increase was primarily due to increased operating costs associated with becoming a public company (approximately $1,737,000 for three months, $3,020,000 for six months), Logistics segment expenses (approximately $589,000 for three months, $942,000 for six months), and increased marketing in the Owned Service Network segment[202][203] Other Income (Expense) Other income (expense) for the three and six months ended June 30, 2025, was significantly impacted by a $1.599 million and $4.106 million loss on extinguishment of debt, fair value changes in derivatives and convertible debt, and a $2.487 million bargain purchase gain. Interest expense decreased, and the company recognized $279,524 from Employee Retention Credit claims - Loss on extinguishment of debt was approximately $1,599,000 for the three months and $4,106,000 for the six months ended June 30, 2025[204] - Recognized a bargain purchase gain of approximately $2,487,000 during the three and six months ended June 30, 2025[205] - Interest expense decreased by approximately $539,000 (three months) and $557,000 (six months) due to a decrease in debt from conversions[206] - Recognized $279,524 from Employee Retention Credit (ERC) claims for the six months ended June 30, 2025[207] Liquidity and Capital Resources The company's ability to continue as a going concern is in substantial doubt due to its financial condition, including a working capital deficit, net losses, and negative operating cash flow. It is also required to maintain a minimum cash balance of approximately $1,666,000 as of June 30, 2025, under its standby equity purchase agreement - Substantial doubt exists about the company's ability to continue as a going concern for twelve months from the report's issuance date[208] - As of June 30, 2025, the company was required to maintain a minimum cash balance of approximately $1,666,000[209] Cash Flows Cash flows for the six months ended June 30, 2025, show increased cash used in operating activities, a shift to cash received from investing activities, and a significant increase in cash provided by financing activities compared to the prior year Net cash used in operating activities Net cash used in operating activities increased to approximately $4.204 million for the six months ended June 30, 2025, primarily due to a higher net loss and increased operating expenses, partially offset by non-cash adjustments and cash provided by changes in operating assets and liabilities Operating Cash Flow | Metric (USD) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Net cash used in operating activities | $(4,204,478) | $(2,424,368) | $(1,780,110) | 73.4% | - Primary drivers for cash used in operating activities in 2025 included a net loss of approximately $10,383,000 and increased operating expenses, partially offset by $4,350,000 of non-cash items (e.g., loss on extinguishment of debt, fair value changes) and $1,829,000 from changes in operating assets and liabilities[211] Net cash used in investing activities Net cash received from investing activities was approximately $286,000 for the six months ended June 30, 2025, a significant change from the $146,000 used in the prior year, driven by cash receipts from non-controlling interest offsetting capitalized software and property/equipment purchases Investing Cash Flow | Metric (USD) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :--------------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Net cash received from (used in) investing activities | $285,822 | $(145,923) | $431,745 | (295.9)% | - Investing activities in 2025 included capitalized software development costs of approximately $292,000 and property and equipment purchases of approximately $24,000, offset by cash receipt of non-controlling interest of $560,000[213] Net cash provided by financing activities Net cash provided by financing activities increased to approximately $4.205 million for the six months ended June 30, 2025, primarily from proceeds of convertible debt, debt issuance, and stock subscription agreements, partially offset by debt and lease repayments Financing Cash Flow | Metric (USD) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Net cash provided by financing activities | $4,204,866 | $2,219,157 | $1,985,709 | 89.5% | - Financing activities in 2025 included proceeds from convertible debt ($3,556,000), debt issuance ($735,000), and stock subscription agreements ($805,000), offset by debt repayments ($1,267,000) and payments on convertible notes and finance leases ($124,000)[215] Off-Balance Sheet Arrangements The company did not have any off-balance sheet arrangements during the periods presented and currently has none - The company did not have any off-balance sheet arrangements during the periods presented and currently has none[217] Commitments and Contractual Obligations The company incurs contractual obligations and financial commitments in the normal course of operations and financing activities, with details provided in the accompanying financial statement notes - Future contractual obligations and commitments are based on relevant agreements and U.S. GAAP classification, with details available in Notes 5, 6, 7, and 8 of the financial statements[218][219] Critical Accounting Policies and Significant Management Estimates There have been no material changes to the company's critical accounting policies since the 2024 Annual Report on Form 10-K, except for the valuation of the 3(a)(10) Settlement Agreement, which is a variable share settled obligation measured at fair value using a Monte Carlo simulation model - No material changes to critical accounting policies since the 2024 Annual Report on Form 10-K, except as disclosed[220] - The 3(a)(10) Settlement Agreement is a variable share settled obligation measured at fair value each period using a Monte Carlo simulation model, with changes recognized in income[221][222] Item 3. Quantitative and Qualitative Disclosures About Market Risk This item is omitted as it is not required for a smaller reporting company - This item is omitted as it is not required for a smaller reporting company[223] Item 4. Controls and Procedures Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to identified material weaknesses in internal control over financial reporting. A remediation plan has been initiated, and no material changes in internal control occurred during the quarter Evaluation of Disclosure Controls and Procedures As of June 30, 2025, the Chief Executive Officer concluded that the company's disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting. A remediation plan is underway - Disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses in internal control over financial reporting[224] - Management has initiated a remediation plan to address these material weaknesses, including strengthening financial reporting resources and enhancing documentation[225] Changes in Internal Control over Financial Reporting There were no changes in the company's internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[226] PART II – OTHER INFORMATION Item 1. Legal Proceedings The company is involved in routine legal proceedings and a specific lawsuit concerning the 2022 Florida Solar acquisition, where plaintiffs allege contract breaches. The company disputes these claims and is asserting counterclaims, with the case currently in arbitration - The company is subject to various routine litigation and regulatory matters in the ordinary course of business[228] - A lawsuit was filed on February 26, 2024, by Robert Zrallack and RJZ Holdings LLC against the company's subsidiaries (Aurai LLC, ConnectM Florida RE LLC, and Florida Solar Products, Inc.) alleging contract claims related to the 2022 Florida Solar acquisition[229][230] - The company believes the plaintiffs' claims have no merit and plans to assert counterclaims; the case is currently in arbitration[133][230] Item 1A. Risk Factors This section refers to the comprehensive risk factors detailed in the company's Form 10-K for the year ended December 31, 2024, noting no material changes except for updates provided elsewhere in this Quarterly Report - Readers should carefully consider the risk factors discussed in Part I, Item 1A of the Form 10-K for the year ended December 31, 2024[232] - No material changes to the risk factors have occurred, except for updates provided elsewhere in this Quarterly Report on Form 10-Q[232] Item 2. Unregistered Sale of Equity Securities and Use of Proceeds Between January 1, 2025, and the filing date, the company issued an aggregate of 42,537,784 shares of common stock in unregistered transactions. These issuances were for equity compensation, debt-to-equity exchanges, acquisitions, and common stock subscriptions, utilizing exemptions such as Section 4(a)(2), Rule 701, Section 3(a)(9), Section 3(a)(10), and Rule 506(b) of Regulation D - The company issued an aggregate of 42,537,784 shares of common stock in unregistered transactions between January 1, 2025, and the filing date[233] - Issuances included 2,207,222 shares for equity compensation, 18,028,098 shares for debt-to-equity exchanges/conversions, 4,900,000 shares for an acquisition, and 3,658,333 shares for common stock subscription agreements[233] - Exemptions from registration used include Section 4(a)(2), Rule 701, Section 3(a)(9), Section 3(a)(10), and Rule 506(b) of Regulation D[234][235][236] Item 3. Defaults Upon Senior Securities There are no defaults upon senior securities to report - None[237] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable[238] Item 5. Other Information There is no other information to report in this section - None[239] Item 6. Exhibits This section lists all exhibits filed as part of this Quarterly Report on Form 10-Q, including certificates of designations, various note agreements, certifications, and XBRL documents - Exhibits include Certificates of Designations for Series A and B Convertible Preferred Stock, forms for Q1, Q2, and Q3 2025 Convertible Notes, Note Exchange Agreement, Promissory Note Agreement, Amendment of Business Loan and Security Agreement, and certifications from executive officers[240] - Also included are Inline XBRL Instance Document and related Taxonomy Extension documents[240] Signatures This section contains the required signatures of the company's principal executive officer, principal financial officer, and directors, certifying the filing of the report - The report is signed by Bhaskar Panigrahi (Chief Executive Officer and Chairman), Mahesh Choudhury (Principal Financial Officer), Bala Padmakumar (Vice Chairman), Kathy Cuocolo (Director), Stephen Markscheid (Director), and Gautam Barua (Director)[243][245] - All signatures are dated September 16, 2025[243][245]