Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark one)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission File Number: 000-56380

ZRCN INC.

(Exact name of registrant as specified in its charter)

Delaware		83-2756695
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1580 Dell Avenue Campbell, CA		95008
(Address of principal executive offices)		(Zip Code)

(408) 963-4550

(Registrant's telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated filer	☐		Accelerated filer	☐
Non-Accelerated filer	☒		Smaller Reporting Company	☒
			Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒No

As of November 14, 2024, 10,050,265shares of common stock were issued and outstanding.

Securities registered pursuant to Section 12(b) of the Act: None

Forward-Looking Statements

This Current Report on Form 10-Q (the "Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that involve substantial risks and uncertainties. The forward-looking statements are contained in this Report in some cases you can identify forward-looking statements by terminology such as "may", "is expected to", "anticipates", "estimates", "intends", "plans", "projection", "could", "vision", "goals", "objective" and "outlook" and similar expressions. These statements are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements, many of which are difficult to predict and generally beyond our control.

You should refer to "Risk Factors" of this Report for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We do not undertake any obligation to update any forward-looking statements. Unless the context requires otherwise, references to "we," "us," "our," and "Company," refer to registrant, ZRCN Inc. ("ZRCN" - formerly known as Harmony Energy Technologies Corporation ("Harmony")) and/or ZRCN's wholly owned subsidiary, Zircon Corporation ("Zircon").

Our forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual future results, performance, or achievements to differ materially from any future results expressed or implied in this Report. Reported results should not be considered an indication of future performance.

Because some of these risks and uncertainties cannot be predicted or quantified and some are beyond our control, you should not rely on our forward-looking statements as predictions of future events. More information about potential risks and uncertainties that could affect our business and financial results is included in the section of this Annual Report titled "Risk Factors" and our other filings with the U.S. Securities and Exchange Commission ("SEC"), which are available on the SEC's web site at www.sec.gov. Moreover, we operate in a very competitive and rapidly changing environment; new risks and uncertainties may emerge from time to time, and it is not possible for us to predict all risks nor identify all uncertainties. The events and circumstances reflected in our forward-looking statements might not be achieved and actual results could differ materially from those projected in the forward-looking statements. Except as otherwise noted, all forward-looking statements are made as of the date we file this Report, and are based on information and estimates available to us at this time. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Except as required by law, we assume no obligation to update any of the statements in this Report whether as a result of any new information, future events, changed circumstances, or otherwise. You should read this Report with the understanding that our actual future results, performance, events, and circumstances might be materially different from what we expect.

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and March 31, 2024	3
	Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended September 30, 2024 and 2023 (Unaudited)	4
	Consolidated Statements of Changes in Shareholders' Equity for the three and six months ended September 30, 2024 and 2023 (Unaudited)	5
	Consolidated Statements of Cash Flows for the six months ended September 30, 2024 and 2023 (Unaudited)	6
	Condensed Notes to the Unaudited Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	31
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	33
SIGNATURES	34

PART I FINANCIAL INFORMATION

ITEM 1. Financial Statements.

ZRCN Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

		September 30, 2024			March 31, 2024
		(Unaudited)				(Audited)
ASSETS
Current assets:
Cash		$	423			$	502
Accounts receivable, net of provision for credit losses of approximately $132and $14, respectively			9,235				8,644
Inventory, net			13,141				14,057
Prepaid expenses and other assets			490				335
Total current assets			23,289				23,538
Property and equipment, net			1,815				1,803
Deferred tax asset			691				499
Operating lease right-of-use assets			663				751
Federal tax deposit			279				213
Intangible assets, net			739				792
Deposits			19				19
Deferred financing costs			290				-
Total assets		$	27,785			$	27,615
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable			6,090				7,050
Accrued expenses			2,824				2,130
Operating lease liability, current			205				195
Notes payable, current portion			-				75
Total current liabilities			9,119				9,450
Line of credit			9,318				8,026
Operating lease liability, net of current portion			481				545
Notes payable to Stauss Family Administrative Trust			667				667
Total liabilities			19,585				18,688
Commitments and Contingencies (Note 14)
Stockholders' equity:
Common stock; at $0.0001par value, 20,000,000shares authorized, 10,050,265and 10,016,936shares issued and outstanding as of September 30, 2024 and March 31, 2024, respectively			1				1
Additional paid-in capital			57				-
Accumulated other comprehensive loss			(195	)			(187	)
Retained earnings			6,743				7,421
Total equity attributable to ZRCN Inc. stockholders			6,606				7,235
Non-controlling interests in variable interest entities			1,594				1,692
Total stockholders' equity			8,200				8,927
Total liabilities and stockholders' equity		$	27,785			$	27,615

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements

ZRCN Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except share and per share data)

(Unaudited)

		For the Three Months Ended September 30,			For the Six Months Ended September 30,
		2024			2023			2024			2023
Net sales		$	9,362			$	9,262			$	15,173			$	15,829
Cost of sales			5,356				4,872				8,816				8,495
Gross profit			4,006				4,390				6,357				7,334
Operating expenses:
General and administrative			2,025				1,721				3,486				3,390
Marketing and selling			1,105				1,035				2,008				2,175
Research and development			432				503				857				988
Total operating expenses			3,562				3,259				6,351				6,553
Income from operations			444				1,131				6				781
Other expenses:
Interest expense			203				176				426				333
Other expenses			9				10				16				19
(Gain) loss on foreign currency transactions			(62	)			(42	)			(165	)			7
Total other expenses			150				144				277				359
Income (loss) before income taxes			294				987				(271	)			422
Benefit from (provision for) income taxes			175				(133	)			154				(33	)
Net income (loss)		$	469			$	854			$	(117	)		$	389
Less: Net loss attributable to non-controlling interests			(176	)			(13	)			(98	)			(96	)
Net income (loss) attributable to ZRCN Inc. common stockholders		$	645			$	867			$	(19	)		$	485
Net income (loss)		$	469			$	854			$	(117	)		$	389
Gain (loss) on change in foreign currency translation adjustment			(125	)			(16	)			(8	)			101
Comprehensive income (loss)			344				838				(125	)			490
Net loss attributable to non-controlling interests			(176	)			(13	)			(98	)			(96	)
Other comprehensive income (loss) attributable to non-controlling interest			(125	)			(16	)			(8	)			101
Comprehensive income (loss) attributable to ZRCN common stockholders		$	645			$	867			$	(19	)		$	485
Net income (loss) per share attributable to ZRCN Inc.:
Basic		$	0.06			$	0.09			$	-			$	0.05
Diluted			0.06			$	0.09			$	-			$	0.05
Weighted average common shares outstanding:
Basic			10,048,726				9,948,272				10,040,036				9,192,410
Diluted			10,537,975				9,986,882				10,040,036				9,231,020

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

ZRCN Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(in thousands, except share data)

(Unaudited)

		Common Stock			Accumulated Other Comprehensive			Additional Paid-in			Retained			Total Equity Attributable			Non- controlling			Total Stockholders'
		Shares			Amount			(Loss) Income			Capital			Earnings			to ZRCN			Interests			Equity
Balance - March 31, 2024			10,016,936			$	1			$	(187	)		$	-		$	7,421			$	7,235			$	1,692			$	8,927
Stockholder distributions			-				-				-				-			(659	)			(659	)			-				(659	)
Gain on change in foreign currency translation adjustment			-				-				117				-			-				117				-				117
Common stock issued for advisory services			25,000				-				-				40			-				40				-				40
Net (loss) income			-				-				-				-			(664	)			(664	)			78				(586	)
Balance - June 30, 2024			10,041,936			$	1			$	(70	)		$	40		$	6,098			$	6,069			$	1,770			$	7,839
Loss on change in foreign currency translation adjustment			-				-				(125	)			-			-				(125	)			-				(125	)
Common stock issued for advisory services			8,329				-				-				7			-				7				-				7
Share based compensation															10							10								10
Net income (loss)			-				-				-				-			645				645				(176	)			469
Balance - September 30, 2024			10,050,265			$	1			$	(195	)		$	57		$	6,743			$	6,606			$	1,594			$	8,200

		Common Stock			Accumulated Other Comprehensive			Note Receivable from			Retained			Total Equity Attributable			Non- controlling			Total Stockholders'
		Shares			Amount			Income			Stockholder			Earnings			to ZRCN			Interests			Equity
Balance - March 31, 2023			500,000				-			$	16			$	(240	)		$	8,630			$	8,406			$	1,422			$	9,828
Merger with Harmony			9,448,272				1				-				-				(1,099	)			(1,098	)			-				(1,098	)
Gain on change in foreign currency translation adjustment			-				-				117				-				-				117				-				117
Net loss			-												-				(383	)			(383	)			(83	)			(466	)
Balance - June 30, 2023			9,948,272			$	1			$	133			$	(240	)		$	7,148			$	7,042			$	1,339			$	8,381
Loss on change in foreign currency translation adjustment			-				-				(16	)			-				-				(16	)			-				(16	)
Repayment of Note Receivable from Stockholder			-				-				-				240				-				240				-				240
Net income (loss)			-				-				-				-				867				867				(13	)			854
Balance - September 30, 2023			9,948,272			$	1			$	117			$	-			$	8,015			$	8,133			$	1,326			$	9,459

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

ZRCN Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

		For the Six Months Ended September 30,
		2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income		$	(117	)		$	389
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation expense			467				284
Amortization of intangible assets			55				40
Amortization of right-of-use assets			53				104
Inventory obsolescence impairment			531				-
Provision for credit losses			118				4
Amortization of financing costs			36				-
Share based compensation expense			10				-
Common stock issued for advisory services			47				-
(Gain) loss on foreign currency transactions			(165	)			7
Deferred tax asset			(192	)			-
Changes in operating assets and liabilities:
Accounts receivable			(710	)			(2,181	)
Inventory			385				(1,446	)
Prepaid expenses and other assets			(170	)			81
Federal tax deposit			(66	)			(78	)
Deferred financing costs			(326	)			-
Accounts payable			(1,122	)			2,206
Accrued expenses			704				551
Operating lease liabilities			(54	)			(86	)
Net cash used in operating activities			(516	)			(125	)
CASH FLOWS FROM INVESTING ACTIVITIES
Effect of Harmony Merger, net of cash acquired			-				(519	)
Purchase of property and equipment			(686	)			(356	)
Net cash used in investing activities			(686	)			(875	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of notes payable			-				(176	)
Repayment of debt assumed in Harmony Merger			(75	)			(317	)
Borrowing on line of credit			10,580				9,225
Repayment on line of credit			(9,288	)			(7,520	)
Stockholder distributions			(245	)			-
Net cash provided by financing activities			972				1,212
Effect of exchange rate fluctuations on cash			151				2
Net (decrease) increase in cash			(79	)			214
Cash at beginning of year			502				29
Cash at end of period		$	423			$	243
Supplemental disclosure of cash flow information:
Cash paid for interest		$	407			$	131
Cash paid for taxes		$	279			$	78
Noncash investing and financing activities:
Stockholder distributions in Accounts payable		$	414
Right-of-use assets obtained in exchange for operating lease liability		$	35			$	-
Common stock issued in connection with Harmony merger		$	-			$	19
Fair value of Advisor Warrants issued to effectuate Harmony Merger		$	-			$	302
Assets acquired in Harmony Merger		$	-			$	1
Liabilities assumed in Harmony Merger		$	-			$	580

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

1. Organization

The Business

Zircon Corporation, ZRCN's wholly-owned subsidiary, was incorporated in California in 1977. The Company, through Zircon, is principally engaged in the design and manufacture of electronic-based consumer hardware and sells its products primarily to retail outlets located throughout the United States, Canada, Japan and Europe. The Company and Zircon operate from their headquarters located in Campbell, California and an affiliate entity of Zircon, Zircon de Mexico S.A. de C.V., located in Ensenada, Mexico. The operations of the Company and Zircon are supported also by an affiliated entity of Zircon, Zircon Corporation Limited, located in the United Kingdom.

On April 14, 2023 (the "Closing Date"), Zircon Corporation ("Zircon") effectuated a merger and reorganization with Harmony Energy Technologies, Inc. ("Harmony"), a Delaware Corporation, ZRCN Inc., a California corporation and a wholly owned subsidiary of Harmony (the "Merger Sub"). The merger leverages Zircon's sensor-based, ASIC ("Application-Specific Integrated Circuits") processor technology and patent portfolio, to accelerate growth in its product lines and global markets as a publicly disclosed company, in accordance with the Securities Act of 1933 and the Exchange Act of 1934, both as amended. The combination of Harmony and Zircon was effectuated through a merger (the "Merger") of Merger Sub into Zircon. The separate existence of Merger Sub ceased, and Merger Sub was merged with and into Zircon (Zircon, as the surviving corporation following the Merger). Upon completion of the Merger, Harmony changed its name to ZRCN Inc. ("ZRCN" or the "Company"). While Harmony was the legal acquirer of Zircon in the Merger, the Merger is treated as a reverse recapitalization, whereby Zircon is deemed to be the accounting acquirer, and the historical financial statements of Zircon became the historical financial statements of Harmony (renamed ZRCN Inc.) upon the closing of the Merger. Under this method of accounting, Harmony was treated as the "acquired" company and Zircon is treated as the acquirer for financial reporting purposes.

Accordingly, for accounting purposes, the Merger was treated as the equivalent of Zircon issuing stock for the net assets of Harmony, accompanied by a recapitalization. The net assets of Harmony were stated at historical cost, with no goodwill or other intangible assets recorded.

2. Liquidity

As of September 30, 2024, the Company had $0.4million in cash and working capital of $14.2million. To date, ZRCN has been financed primarily through retained earnings, secured loans and a revolving line of credit. The Company's line of credit was scheduled to expire on July 31, 2024 but on May 31, 2024, the Company entered into a revolving credit agreement with a new lender that matures on May 31, 2027 (Note 10). The loans are secured by accounts receivable, inventory and fixed assets. The Company believes that it has sufficient liquidity to fund its operations and operating capital needs for the next 12 months as well as meet its obligations as they become due in 2024 and 2025.

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company and its subsidiaries' financial position and interim results as of and for the periods presented have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Results for interim periods are not necessarily indicative of those that may be expected for a full year.

The financial information included herein should be read in conjunction with our audited consolidated financial statements and related notes included in our Annual Report for the year ended March 31, 2024, in our Form 10-K.

The merger between Harmony's wholly owned subsidiary and Zircon was accounted for as a reverse asset acquisition in accordance with GAAP. Under this method of accounting, Harmony, through its merger subsidiary, was treated as the "acquired" company and Zircon was treated as the acquirer for financial reporting purposes.

The consolidated assets, liabilities and results of operations prior to the merger are those of Zircon. Refer to Note 4 for additional information on the transaction.

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of ZRCN as well as its variable interest entities. The Company consolidates all entities over which the Company has the power to govern the financial and operating policies and therefore exercises control, and upon which the Company has a controlling financial interest. The entities are consolidated from the date at which the Company obtains control and are de-consolidated from the date at which control ceases. All intercompany balances and transactions have been eliminated. Accounting policies of the entities have been revised where necessary to ensure consistency with the policies adopted by the Company.

Under Accounting Standards Codification ("ASC") Topic 810-10-25, Consolidation, Zircon de Mexico S.A. de C.V. ("ZDM") and Zircon Corporation Limited ("Zircon UK") have been determined to be variable interest entities with Zircon as the primary beneficiary. Therefore, the financial statements of ZDM and Zircon UK are consolidated with Zircon and the Company, and all significant intercompany transactions and balances have been eliminated.

Variable Interest Entities

In accordance with ASC 810, Consolidation ("ASC 810"), the Company assesses whether it has an explicit or implicit variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are variable interest entities ("VIEs"). Variable interests are contractual, ownership, or other pecuniary interests in an entity whose value changes with changes in the fair value of the entity's net assets, exclusive of variable interests. Explicit variable interests are those which directly absorb the variability of a VIE and can include contractual interests such as loans or guarantees as well as equity investments. An implicit variable interest acts the same as an explicit variable interest except it involves the absorbing of variability indirectly, such as through related party arrangements or implicit guarantees. The analysis includes consideration of the design of the entity, its organizational structure, including decision making ability over the activities that most significantly impact the VIE's economic performance. For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE.

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company - that is, the Company (i) has the power to direct the activities of a VIE that most significantly influence the VIE's economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary.

The Company has determined that ZDM and Zircon UK are variable interest entities with the Company's wholly owned subsidiary, Zircon, as the primary beneficiary, and thus the Company, with the ability to exercise control, as determined under the guidance of ASC 810. In its determination, management considered the following qualitative and quantitative factors:

a.	the overall purpose and design of the entities, which exist primarily for the benefit of or on behalf of the Company and;

b.

the Company's contractual and common control arrangements with the VIEs, through which it gains both the power to direct the activities that most significantly impact their economic performance, and the obligation to absorb losses and receive benefits that potentially could be significant to the VIEs;

c.	the equity at risk of the entities is not sufficient to finance the entities' activities without additional subordinated financial support by the Company (i.e., the entities are thinly capitalized).

Non-controlling Interests

The Company follows ASC 810, which governs the accounting for and reporting of non-controlling interests ("NCIs") in partially owned consolidated entities and the loss of control of those entities. Non-controlling interest positions, which represent 100% of the activity in the Company's consolidated entities before intercompany transactions have been eliminated, are reported as a separate component of consolidated stockholders' equity from the equity attributable to ZRCN's stockholders for all years presented. The net income attributed to the NCI's is separately designated in the accompanying unaudited consolidated statements of operations and comprehensive income (loss).

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Significant estimates used in preparing these unaudited consolidated financial statements include the provision for credit losses, allowance for inventory obsolescence, allocation of overhead to inventory, estimated future benefit and fair value of intangible assets, accrued rebates and advertising allowances, useful lives and depreciation methods of property and equipment, and uncertain tax positions. It is at least reasonably possible that the significant estimates used will change within the next year.

Cash

The carrying value of cash approximates fair value due to the short-term nature of the instruments. From time to time, the Company may be in the position of a "book overdraft" in which outstanding checks exceed cash. The Company classifies book overdrafts in accounts payable within its unaudited consolidated balance sheets and classifies the change in accounts payable associated with book overdrafts as an operating activity within the unaudited consolidated statement of cash flows. As of September 30, 2024, the book overdraft included within accounts payable was $0.1million. As of March 31, 2024, the book overdraft included within accounts payable was $0.4million.

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Accounts Receivable, Net

Accounts receivables are stated at the amount the Company expects to collect. The Company provides credit without requiring collateral, in the normal course of business, to credit-worthy customers as determined by management's review of references and credit reports. Bad debts are charged against the provision for credit losses. The provision for credit losses is adjusted to provide a specific and general allowance for estimated uncollectible accounts, which is based on management's judgment based on a number of factors, including the length of time the receivables are past due, significant one-time events and historical experience. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the provision for credit losses and a credit to accounts receivable. Based on management's assessment of the credit history with customers having outstanding balances and current relationships with them, management believes that losses on balances outstanding will not exceed the provision for credit losses.

Accounts receivable consisted of the following:

		September 30, 2024			March 31, 2024
(In thousands)		(Unaudited)
Accounts receivable		$	9,367			$	8,658
Less provision for credit losses			(132	)			(14	)
Accounts receivable, net		$	9,235			$	8,644

Activity related to the Company's provision for credit losses was as follows:

		September 30, 2024			March 31, 2024
(In thousands)		(Unaudited)
Balance, beginning of period		$	14			$	10
Credit loss provision			118				4
Balance, end of period		$	132			$	14

Inventory

Inventories, which consist primarily of raw materials and finished goods, are stated at the lower of cost or net realizable value. The Company states inventory cost utilizing the first-in, first-out (FIFO) method. Labor and overhead associated with inventory purchases are estimated and capitalized in inventory. The need for an allowance for inventory obsolescence is based on an evaluation of slow-moving or obsolete inventory.

Revenue Recognition

The Company's revenues result from the sale of products and reflect the consideration to which the Company expects to be entitled. The Company records revenue based on a five-step model in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"). For its contracts with customers, the Company identifies the performance obligations (goods or services), determines the transaction price, allocates the contract transaction price to the performance obligations, and recognizes the revenue when (or as) the performance obligation is transferred to the customer. A good or service is transferred when (or as) the customer obtains control of that good or service. The Company satisfies its performance obligation and recognizes revenue at the time the customer obtains the rights to the product, which is generally when goods are shipped. As a result, the majority of the Company's revenue is recognized at a point in time.

Provisions for customer volume rebates, product returns, discounts and allowances are variable consideration and are recorded as a reduction of revenue in the same period the related sales are recorded. Such provisions are calculated using historical averages adjusted for any expected changes due to current business conditions. Consideration given to customers for cooperative advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service and evidence of the fair value of the advertising, in which case the expense is classified as marketing and selling expense. Advertising expenses included within marketing and selling expenses were $0.1million and $0.2million for the three and six months ended September 30, 2024. Advertising expenses included within marketing and selling expenses were less than $0.1million for the three and six months ended September 30, 2023, respectively. Sales tax for the sale of products is applied to the invoice and recorded as an accrued liability.

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Research and Development

The Company incurs research and development costs of products for use in scanning behind opaque surfaces. The Company will continue to invest in research and development to develop additional components and products of its scanning product offerings and remains committed to providing its customers and partners with best-in-class scanning products and services. Such research and development costs, software development costs, and any new product development costs, are expensed as incurred, and include personnel-related costs, depreciation related to engineering and test equipment, allocated costs of facilities and information technology, outside services and consultant costs, supplies, software tools and product certification.

Share Based Compensation

The Company expenses share based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company accounts for forfeitures as they occur. Share-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. For awards with performance conditions, compensation cost is recognized over the requisite service period based on the actual or expected achievement of the performance condition. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of share-based awards represent management's best estimates and involve inherent uncertainties and the application of management's judgment. The Company estimates the fair value of restricted stock award grants on the date of issuance. All share-based compensation costs are recorded in general and administrative or research and development costs in the condensed consolidated statements of operations and comprehensive income (loss) based upon the underlying individual's role at the Company. Share based awards that do not meet the criteria for equity classification are recorded as liabilities and adjusted to fair value at the end of each reporting period.

Comprehensive Loss

Comprehensive loss of all periods presented is comprised primarily of net loss and foreign currency translation adjustments.

Segment Reporting

The Company determines its reporting units in accordance with FASB ASC 280, Segment Reporting ("ASC 280"). The Company evaluates a reporting segment by first identifying its operating segments under ASC 280. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker ("CODM") to allocate resources and assess performance. The Company defines its CODM to be its president and chief operating officer. The Company then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The president and chief operating officer reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating the Company's financial performance. The Company has one operating segment and therefore one reporting segment. Management reviews its business as a consolidated segment, using financial and other information rendered meaningful only by the fact that such information is presented and reviewed in the aggregate.

Concentration of Business and Credit Risk

As of September 30, 2024, the Company maintained deposits in a single bank that exceeded the federal insured deposit limit of the Federal Deposit Insurance Corporation (FDIC).

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

During the three months ended September 30, 2024 and 2023 the Company generated approximately 78% and 65% of its total revenue from three customers, respectively. During the six months ended September 30, 2024 and 2023 the Company generated approximately 73% and 64% of its total revenue from two customers, respectively.

As of September 30, 2024 and March 31, 2024, 83% and 77% of its total accounts receivable, respectively, were from three customers.

Fair Value of Financial Instruments

In accordance with FASB ASC 820 Fair Value Measurements and Disclosures, the Company uses a three-level hierarchy for fair value measurements of certain assets and liabilities for financial reporting purposes that distinguishes between market participant assumptions developed from market data obtained from outside sources (observable inputs) and our own assumptions about market participant assumptions developed from the best information available to us in the circumstances (unobservable inputs). The fair value hierarchy is divided into three levels based on the source of inputs as follows:

a.	Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;
b.	Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active; and
c.	Level 3 - inputs to the valuation methodology are unobservable and insignificant to the fair value measurement.

Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company believes the carrying amounts of its cash, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses, and other current liabilities approximated their fair values as of September 30, 2024 and March 31, 2024 due to their short-term nature. Management measures intangible assets at fair value on a non-recurring basis using internally developed assumptions about the market as there is no market activity available. All carrying amounts of other applicable assets and liabilities on the Company's balance sheet approximate fair value. For long-term debt, the estimated fair value approximates its carrying value, as the interest rate is in line with the market interest rates for this type of debt.

Income Taxes

Income taxes are recorded in accordance with ASC 740, Income Taxes ("ASC 740"), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. Management believes estimates related to income tax uncertainties are appropriate based on current facts and circumstances. The Company's conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof, as well as other factors. Any interest and penalties related to income tax matters are classified as a component of income tax expense.

As of April 14, 2023, Zircon's election to be an S Corporation under the Internal Revenue Code was no longer in effect.

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Net Income (Loss) Per Share

Basic net loss per share of common stock is computed by dividing net income or loss attributable to ZRCN by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share excludes, when applicable, the potential impact of common stock warrant shares and other dilutive instruments because their effect would be anti-dilutive. Diluted net income per share, when applicable, includes the warrant shares because their effect would be dilutive. The dilutive securities outstanding are as follows:

		September 30, 2024			March 31, 2024
Common stock warrants			217,184				217,184
Stock options			298,000				-

Leases

In February 2016, the FASB issued an accounting standard, ASC Topic 842, related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use ("ROU") assets and lease liabilities on the balance sheet. Most significant among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. Under this standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.

The Company's lease arrangements relate primarily to office space, a vehicle, and office equipment. The Company's leases may include renewal options and rent escalation clauses. The Company is typically required to make fixed minimum rent payments relating to its right to use an underlying leased asset.

The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use ("ROU") assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities on the Company's unaudited consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset, and lease liabilities represent the Company's obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. The Company does not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities.

ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company's leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. The Company recognizes lease expense on a straight-line basis over the lease term.

The Company has lease agreements which contain both lease and non-lease components, which it has not elected to account for as a single lease component. As such, minimum lease payments exclude fixed payments for non-lease components within a lease agreement, in addition to excluding variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own common stock and whether the warrant holders could potentially require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of stockholders' equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private placement warrants was estimated using a Black Scholes valuation approach with assumptions relevant on the date of issuance and the fair value of the penny warrants issued in connection with the Merger was estimated using the intrinsic value method.

Recently Issued Accounting Pronouncements

As an emerging growth company, the Company will have the option of adopting new accounting pronouncements on a delayed basis and has opted to take advantage of this option. As a result, the Company has been adopting new accounting standards based on the timeline for adoption afforded to privately held companies, unless it chooses to early adopt a new accounting standard.

Recently Issued Accounting Standards Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. The new standard requires a company to disclose incremental segment information on an annual and interim basis, including significant segment expenses and measures of profit or loss that are regularly provided to the chief operating decision maker. The standard is effective for the Company beginning in fiscal year 2024 and interim periods within fiscal year 2025, with early adoption permitted. The Company does not expect to early adopt the new standard. The Company is currently evaluating the impact of ASU 2023-07 on its unaudited consolidated financial statements and related disclosures and will adopt the new standard using a retrospective approach.

In December 2023, the FASB also issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The new standard requires a company to expand its existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard is effective for the Company for annual periods beginning after December 15, 2024, with early adoption permitted. The Company does not expect to early adopt the new standard. The new standard is expected to be applied prospectively, but retrospective application is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its unaudited consolidated financial statements and related disclosures.

In March 2024, FASB issued ASU No. 2024-01, "Compensation- Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards." ASU 2024-01 provides an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718. ASU 2024-01 is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of ASU 2024-01 on its unaudited consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, the intent of which is to improve financial reporting and respond to investor input by requiring public business entities to disclose additional information about certain expenses in the notes to financial statements in interim and annual reporting periods. Among other provisions, the new standard requires disclosure of disaggregated amounts for expenses such as employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement. Public business entities are required to include certain amounts that are already required to be disclosed under GAAP in the same disclosure as the other disaggregation requirements as well as a qualitative description of any amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The new standard also requires disclosure of the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. An entity is not precluded from providing additional voluntary disclosures that may provide investors with additional decision-useful information

The amendments in the new standard are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments in the new standard should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. Management is evaluating the new standard and has not yet determined when, or the method by which, the Company will adopt its amendments

4. Merger with Harmony Energy Technologies Corporation

On April 14, 2023 (the "Closing Date"), Harmony closed the Merger with Zircon, as a result of which Zircon became a wholly-owned subsidiary of Harmony. While Harmony was the legal acquirer of Zircon in the Merger, for accounting purposes, the Merger is treated as a reverse recapitalization, whereby Zircon is deemed to be the accounting acquirer, and the historical financial statements of Zircon became the historical financial statements of Harmony (renamed ZRCN Inc.) upon the closing of the Merger. Under this method of accounting, Harmony was treated as the "acquired" company and Zircon is treated as the acquirer for financial reporting purposes.

Accordingly, for accounting purposes, the Merger was treated as the equivalent of Zircon issuing stock for the net assets of Harmony, accompanied by a recapitalization. The net assets of Harmony were stated at historical cost, with no goodwill or other intangible assets recorded.

As part of the Merger and reverse recapitalization, the Company assumed certain operating liabilities of Harmony, including certain payables due to vendors and employees, as well as notes payable to noteholders. In addition, Zircon and Harmony effectuated a share exchange whereby the shareholders of Zircon exchanged 500,000common shares representing 100% of the total outstanding shares of Zircon, for 8,865,234newly issued common shares of Harmony, or approximately 89% of the total outstanding shares of Harmony. Harmony shareholders thus retained 1,057,754common shares according to the terms of the merger. In connection with the Merger, the Company entered into a warrant exchange agreement, dated April 14, 2023 (the "Warrant Exchange Agreement"), with certain holders of the Company's warrants under which such holders received 25,284shares of Common Stock in exchange for their warrants, bringing the total shares of the combined organization owned by Harmony's pre-Merger shareholders to 1,083,038shares.

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Zircon agreed to pay the operating liabilities of Harmony, up to and including an aggregate of $0.2million through December 31, 2022, which amount included outstanding operating liabilities related to auditing fees, services fees, transfer agent fees, travel reimbursements and accrued and unpaid salaries as of such date; Harmony loans and notes outstanding totaling $0.6million were fully settled for $0.4million, with $0.1million paid upon closing of the Acquisition and $0.1million being paid in four subsequent quarterly payments commencing on the last day of the first full calendar quarter following closing.

Zircon paid transaction costs of $0.5million for legal and advisory services and issued warrants to purchase an aggregate 217,184shares of common stock to advisors who provided services to effectuate the Merger which had a fair value determined to be $0.3million and are included in the transaction costs and advisory fees allocated to ZRCN equity (refer to Note 13 for further detail regarding these warrants).

The following table reconciles the elements of the Merger to the unaudited consolidated statements of changes in stockholders' equity for the six months ended September 30, 2023:

(In thousands)		Recapitalization
Cash		$	-
Non-cash net working capital assumed from Harmony			(579	)
Less: cash transaction costs and advisory fees allocated to ZRCN equity			(519	)
Effect of Merger, net of transaction costs		$	(1,098	)

The following table details the number of shares of common stock issued immediately following the consummation of the Merger:

		Number of Shares
Common stock of Harmony prior to Merger			1,057,754
Shares issued for Warrant Exchange Agreement			25,284
Common stock owned by Harmony's pre-Merger shareholders			1,083,038
Common stock issued in exchange for Zircon common stock			8,865,234
Total shares of common stock immediately after Merger			9,948,272

Debt Settlement Agreement

In connection with the Merger, the Company entered into debt settlement agreements (the "Debt Settlement Agreements") with certain third-party creditors of the Company under which the Company agreed to make certain payments over the next 12 months to the creditors in satisfaction of an aggregate of $0.4million which was owed to them. As of September 30, 2024, the Company has repaid $0.4million to the creditors and there was no remaining balance.

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

5. Revenue

Disaggregation of Revenue from Contracts with Customers

Revenue disaggregated according to the timing of transfer of goods or services (e.g., at a point in time) for the three and six months ended September 30, 2024 and 2023, respectively, were as follows:

		For the Three Months Ended September 30,			For the Six Months Ended September 30,
(In thousands)		2024			2023			2024			2023
Revenue generated per major product line		(Unaudited)			(Unaudited)
Stud sensor edge		$	6,479			$	5,838			$	9,476			$	9,690
Multifunctional scanners			1,588				1,186				2,363				2,253
Stud sensor center			542				1,355				1,696				2,447
Target control products			486				463				946				778
Other			267				420				692				661
Total Revenue		$	9,362			$	9,262			$	15,173			$	15,829

Revenue disaggregated according to the geographical location of customers for the three and six months ended September 30, 2024 and 2023, respectively, were as follows:

		For the Three Months Ended September 30,			For the Six Months Ended September 30,
(In thousands)		2024			2023			2024			2023
Revenue by geographic location of customers		(Unaudited)			(Unaudited)
United States		$	8,418			$	8,511			$	13,519			$	14,226
Canada			550				359				824				784
Japan			190				151				243				429
Europe			124				38				456				120
Others			80				203				131				270
Total Revenue		$	9,362			$	9,262			$	15,173			$	15,829

6. Inventory

Inventory consisted of the following:

		September 30, 2024			March 31, 2024
(In thousands)		(Unaudited)			(Audited)
Finished goods, net		$	7,516			$	6,930
Raw materials, net			3,697				4,909
Work in process, net			1,928				2,218
		$	13,141			$	14,057

Allowance for slow moving and obsolete inventory was estimated at $1.0million and $0.4million as of September 30, 2024 and March 31, 2024, respectively.

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

7. Property and Equipment

Property and equipment consisted of the following:

		September 30, 2024			March 31, 2024
(In thousands)		(Unaudited)			(Audited)
Manufacturing equipment		$	9,854			$	9,315
Computer equipment			2,796				2,774
Leasehold improvements			1,164				1,218
Furniture and office equipment			915				955
Vehicles			272				275
			15,001				14,537
Construction in progress			186				423
			15,187				14,960
Less accumulated depreciation and amortization			(13,372	)			(13,157	)
		$	1,815			$	1,803

For the three and six months ended September 30, 2024, depreciation and amortization expense was $0.2million and $0.5million, respectively. For the three and six months ended September 30, 2023, depreciation and amortization expense was $0.1million and $0.3million, respectively.

Construction in progress consists of assets and technologies under development. The Company starts depreciation once the assets are completed and placed in service.

8. Intangible Assets

The Company's intangible assets consisted of the following:

		September 30, 2024			March 31, 2024
(In thousands)		(Unaudited)
Finite-lived intangible assets (1):		Intangibles, Gross			Accumulated Amortization			Intangibles, Net			Intangibles, Gross			Accumulated Amortization			Intangibles, Net
Patents issued and pending			2,342				(1,664	)			678				2,340				(1,615	)			725
Exclusivity rights and licenses			168				(107	)			61				168				(101	)			67
Total finite-lived intangible assets		$	2,510			$	(1,771	)		$	739			$	2,508			$	(1,716	)		$	792

Finite-lived intangible assets (1):		September 30, 2024 Weighted Average Life Remaining
Patents issued and pending			13.5
Exclusivity rights and licenses			5.3

(1)	Finite-lived intangible assets have estimated useful lives of fiveto twenty yearsand are being amortized to operating expenses on a straight-line basis.

For the three and six months ended September 30, 2024, amortization expense was less than $0.1million and approximately $0.1million, respectively. For the three and six months ended September 30, 2023, amortization expense was less than $0.1million in each respective period.

Expected future amortization expense of acquired finite-lived intangible assets as of September 30, 2024 is as follows:

For the Years Ending March 31, (In thousands)		Amount
Remainder of fiscal 2025		$	51
2026			102
2027			102
2028			90
2029			90
Thereafter			304
	$	739

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

9. Accrued Expenses

Accrued expenses consisted of the following:

		September 30, 2024			March 31, 2024
(In thousands)		(Unaudited)
Rebates		$	505			$	538
Stockholder distributions			414				-
Accrued taxes			385				361
Sales expense			375				205
Payroll and related			370				334
Advertising allowance			365				134
Vacation			333				389
Professional services			59				94
Interest			18				75
		$	2,824			$	2,130

10. Debt

Line of Credit

On May 31, 2024, the Company entered into a Revolving Credit Agreement (the "Credit Agreement") with FGI Worldwide LLC, as Agent for the lender ("FGI"). The Credit Agreement provides for a $15.0million senior secured revolving credit facility (the "Credit Facility") available to be used by the Company, Zircon and its Affiliates for replacement and discharge of the Company's current US Bank loan of $8.8million and matures on May 31, 2027. The Company, Zircon and the Affiliates are guarantors of all of the obligations under the Credit Agreement and the Company's four principal shareholders are limited guarantors thereof.

The Credit Agreement stipulates a base rate measured by the sum of Term SOFR for a period of one month, as published by the CME Group Benchmark Administration Limited (or any successor administration of Term SOFR) two business days prior to the beginning of the calendar month and a percentage equal to 0.10% (10 basis points) per annum. If at any time the displayed Term SOFR is less than 0.00%, Term SOFR is deemed to be 0.00% for the purposes of the credit facility.

The Credit Agreement bears interest measured by such outstanding amounts on receivable advances and inventory advances that accrue interest at the greater of 5.25% per annum or 3.00% above the base rate. Interest is charged on the last day of each month on a daily net balance of funds advanced or otherwise charged to the Company.

The Credit Agreement requires the Company to comply with a maximum total net leverage of $15.0 million and a minimum fixed charge coverage ratio of 1.10. As of September 30, 2024 the Company was not in compliance with the fixed charge coverage ratio and is working with the lender to obtain a waiver

The Company recognized deferred financing costs of approximately $326,000for bank fees which will be amortized over three years and recorded as interest expense. For the three and six months ended September 30, 2024, amounts total $36,000for amortized financing costs. For the three and six months ended September 30, 2023, there were noamounts amortized for financing costs. For the three and six months ended September 30, 2024, interest expense on the line of credit totaled $0.3million and $0.4million, respectively. For the three and six months ended September 30, 2023, interest expense on the line of credit totaled $0.1million and $0.3million, respectively.

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

The components of the Credit Agreement consisted of the following:

		September 30, 2024			March 31, 2024
(In thousands)		(Unaudited)
SOFR		$	9,318			$	8,026
Excess of SOFR			-				-
Line of credit		$	9,318			$	8,026

Notes payable to Stauss Family Administrative Trust

The Company has notes payable to the Stauss Family Administrative Trust to repay loans made to the Company. As of September 30, 2024, the principal balance of $0.7million is due and payable in December 2025. Interest accrues at 5.5% per annum, is paid quarterly and included in accrued expenses. The note is subordinated to the line of credit note payable to the bank and no payment is to be made on the note without prior approval from the bank. In the second quarter of 2023, a portion of the note payable to Stauss Family Administrative Trust was settled as a noncash transaction against the note receivable from one stockholder for $0.2million.

On March 31, 2024 the Stauss Family Administrative Trust and the Company agreed to extend the maturity date of the Notes Payable to the trust to December 31, 2025.

For the three and six months ended September 30, 2024 the interest expense on notes payable to the Stauss Family Administrative Trust totaled less than $0.1million in each respective period. For the three and six months ended September 30, 2023 the interest expense on notes payable to the Stauss Family Administrative Trust totaled less than $0.1million in each respective period.

Loan Repayment

Section 13(k) of the Exchange Act provides that it is unlawful for a company, such as ours, that has a class of securities registered under Section 12 of the Exchange Act to, directly or indirectly, including through any subsidiary, extend or maintain credit in the form of a personal loan to or for any director or executive officer of the Company. In March 2022, Zircon Corporation, the Company's wholly-owned subsidiary, loaned our chief executive officer funds to pay certain tax obligations, which was still outstanding when we acquired Zircon in April 2023, which may have violated Section 13(k) of the Exchange Act as a result of the transition from private to public company accounting. The loan was repaid in August 2023 as soon as management became aware of the possible violation. The loan repayment was made by means of an offset to beneficial amounts of our chief executive officer in certain loans to the Company to which offset he did not object. Issuers that are found to have violated Section 13(k) of the Exchange Act may be subject to civil sanctions, including injunctive remedies and monetary penalties, as well as criminal sanctions. In accordance with ASC 450, Contingencies, no amounts have been accrued for a loss contingency as it is not estimable as of September 30, 2024. The imposition of any of such sanctions on us could have a material adverse effect on our business, financial position, results of operations or cash flows.

11. Profit Sharing and 401(k) Plan

The Company has a defined contribution profit sharing plan for all eligible employees. Contributions to the profit sharing plan are determined annually by the Board of Directors. There were no profit sharing contributions made during the three and six months ended September 30, 2024 and 2023.

All eligible employees are also allowed to participate in the Company's 401(k) plan. The Company's contributions to the plan are based on a specified percentage of each participant's eligible contribution, decided annually by the Board of Directors, as defined in the plan document. The Company's contributions of less than $0.1million were accrued for the six months ended September 30, 2024. The Company's contributions of less than $0.1million for the year ended March 31, 2024 were paid during the six months ended September 30, 2024. The Company's contributions of less than $0.1million for the year ended March 31, 2023 were paid in May 2023.

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

12. Equity

On February 28, 2024 the Company adopted a 2024 Equity Incentive Plan (the "Equity Plan"). The Plan provides for granting of stock options ("Options"), restricted stock units ("RSUs"), and other equity-based awards tied to the value of shares of common stock to key personnel, including directors, officers, employees, consultants, and advisors of the Company and its subsidiaries. The Plan provides for the grant of options (which may include "incentive stock options" ("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code")), stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), and other stock-based awards. As of September 30, 2024, 40,000,000shares are authorized for issuance, 298,000stock options have been awarded, and 39,702,000shares remain available for issuance under the Equity Plan.

The following table summarizes the Company's employee and non-employee Option activity under the Equity Plan for the following periods:

		Number of shares			Weighted average exercise price			Weighted average remaining term (years)			Aggregate intrinsic value (in thousands)
Outstanding as of March 31, 2024			-			$	-				-			$	-
Options granted			100,000				0.88				4.8				-
Outstanding as of June 30, 2024			100,000				0.88				4.8				-
Options granted			198,000				0.88				3.7				-
Outstanding as of September 30, 2024			298,000			$	0.88				3.8			$	-
Vested and exercisable as of September 30, 2024			-			$	-				-			$	-

During the three and six months ended September 30, 2024, the Company issued 198,000and 298,000common stock options, respectively, with an aggregate grant date fair value of $0.1million, as determined utilizing the Black Scholes model, to employees and a nonemployee member of the Board of Directors. The 48,000stock options awarded to the member of the Board of Directors for continual service will vest on August 14, 2025. The remaining 250,000stock options awarded to employees will vest on an annual basis over five years from each awards' respective grant date.

As of September 30, 2024 there was $0.1million of unrecognized share based compensation expense related to unvested stock options.

On June 30, 2024, the Company issued 25,000common shares valued at less than $0.1million to a consultant. On September 30, 2024, the Company issued an additional 8,329shares valued at less than $0.1million to the same consultant. As these common shares were fully vested upon the date of grant, the fair value was expensed in the respective period of the grant date.

During the six months ended September 30, 2024 the Company made a distribution of $0.7 million to certain related party shareholders and one director shareholder for taxes due as a result of the Company converting from an S corporation to a C corporation, of which $0.3million was paid in cash and the remaining $0.4million is recorded in accrued expenses on the balance sheet.

13. Warrants

At the closing of the Merger, the Company issued certain consultants and advisors warrants to purchase an aggregate of 217,184shares of Company common stock (the "Advisor Warrants"). The Advisor Warrants are exercisable any time ten years from the date of issuance, have an exercise price of $0.20per share, and are classified within equity. The Company determined the fair value of the Advisor Warrants of $0.3million using the intrinsic value method based on a stock price established in the Merger of $1.60per share.

The following table provides the activity for all warrants for six months ended September 30, 2024:

		Total Warrants			Weighted Average Remaining Term			Weighted Average Exercise Price
Outstanding as of March 31, 2024			217,184				9.2			$	0.20
Outstanding as of September 30, 2024			217,184				8.7			$	0.20

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

14. Commitments and Contingencies

Legal Proceedings

Zircon is engaged in procedures to protect its proprietary rights and has filed complaints with the Federal Trade Commission and the Customs and Border Patrol.

Zircon Corporation v. Stanley Black & Decker, Inc.

A stay, placed on Zircon's patent infringement suit filed against Stanley Black & Decker, Inc. ("SBD") in the Federal District Court in the Northern District of California in December 2019, was released on May 8, 2024 following disposition of the International Trade Commission ("ITC") matter between the parties filed by Zircon. The parties met and conferred and participated in a Court supervised mediation on September 18, 2024 that resulted in a Settlement Agreement entered into on October 15, 2024. Pursuant to the Settlement Agreement, Zircon and Stanley provided releases to one another and their respective subsidiaries and affiliates and Stanley received a fully paid patent license under certain Zircon patents in exchange for payment to Zircon of $0.8million and dismissal with prejudice of the subject litigation. The payment has been made and dismissal filed. The matter is closed.

Claim Asserted by Mr. Michael Green

In April 2024, Mr. Michael Green, an individual in Great Britain, asserted violation by Zircon in its U.S. website of certain privacy protections under the laws of Great Britain. The Company believes its U.S. website has not violated the laws of Great Britain and that, in any event, has responded stating such laws do not apply outside Great Britain. As of the date of filing these financial statements, Mr. Green has not responded to the Company and has not asserted any claim for damages.

Leases

The Company's corporate headquarters in Campbell, California are leased from the trust of one of the former shareholders of Corporation for approximately $0.2million per month under a lease expiring in December 2027. The lease requires the Company to pay utilities, maintenance and real estate taxes. Rent expense was less than $0.1million for both the three months ended September 30, 2024, and 2023, respectively.

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

The Company leases office equipment through a lease that expires in June 2026 and requires monthly lease payments of less than $0.1million for a period of five years. The total lease expense for the three and six months ended September 30, 2024 amounted to less than $0.1million in each respective period. The total lease expense for the three and six months ended September 30, 2023 amounted to less than $0.1million in each respective period.

The Company had leased a vehicle that expired on July 2024 and required monthly lease payments of less than $0.1million for a period of three years. In July of 2024 the Company leased a new vehicle under the same terms, that expires in June 2027 with required monthly lease payments of less than $0.1million for a period of three years.. The total lease expense for the three and six months ended September 30, 2024 amounted to less than $0.1million in each respective period and the three and six months ended September 30, 2023 amounted to less than $0.1million in each respective period.

As of September 30, 2024, the Company had an operating lease right-of-use asset of $0.7million.

The components of lease expense, which include short-term and variable lease expense and are included in selling, general and administrative expense, are as follows:

(In thousands)		September 30, 2024			September 30, 2023
		(Unaudited)
Components of lease cost:
Operating lease expense		$	53			$	104
Short-term lease cost			-
Total lease cost		$	53			$	104

The following table provides the weighted average lease term and weighted average discount rate as of September 30, 2024 and 2023, respectively:

		September 30, 2024			September 30, 2023
		(Unaudited)
Weighted average remaining lease term (in years)			3.65				4.17
Weighted average discount rate			7.00	%			7.00	%

Future minimum lease payment under non-cancellable lease as of September 30, 2024 are as follows:

Maturities of lease liabilities (In thousands)		Operating Leases
Year ending March 31,
Remainder of fiscal 2025		$	212
2026			219
2027			169
2028			103
2029 and thereafter			-
Total Minimum Lease Payments			703
Less effects of discounting			(17	)
Present value of future minimum lease liabilities			686
Less current portion of operating lease liability			(205	)
Operating lease liability, net of current portion		$	481

ZRCN Inc.

CONDENSED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

15. Related Party Transactions

Zircon is a member of a controlled group of companies and has revenue and cost-sharing activities with other members of the controlled group. Results of operations and financial condition may not represent amounts that would have been reported if Zircon operated as an unaffiliated entity.

Zircon has an exclusive manufacturing and technical assistance agreement with Zircon de Mexico S.A. de C.V. (the "Contractor"), an entity which is owned by certain shareholders of Zircon. Under the terms of the agreement, Zircon provides materials, technical assistance, and expertise to the Contractor, and the Contractor assembles certain of Zircon's products.

In September 2017, an affiliated company, Zircon Corporation Limited, was established in the United Kingdom to facilitate the sale of Zircon's products to European customers and operations began during the year ended March 31, 2019. The ownership structure of the affiliate is similar to the ownership of the premerger ownership of Zircon.

The Company leases from the Stauss Family Administrative Trust a 14,000square foot facility owned by the Trust.

The Company has notes payable to the Stauss Family Administrative Trust to repay loans made to the Company. As of March 31, 2024, principal balance of $0.7million is due and payable in December 2025. Interest accrued at 5.5% per annum is paid quarterly and included in accrued expenses. The note is subordinated to the line of credit note payable to the bank and no payment is to be made on the note without prior approval from the bank. In the second quarter of 2023, a portion of the note payable to Stauss Family Administrative Trust was settled as a non-cash transaction against the note receivable from one stockholder for $0.2million. For the three and six months ended September 30, 2024, the interest expense on notes payable to the Stauss Family Administrative Trust totaled less than $0.1million, respectively.

For the three and six months ended September 30, 2023, the interest expense on notes payable to the Stauss Family Administrative Trust totaled less than $0.1million, respectively.

On March 31, 2024 the Stauss Family Administrative Trust and the Company agreed to extend the maturity date of the Notes Payable to the trust to December 31, 2025.

16. Subsequent events

On October 7, 2024 Mr. Brian Wong was added to the Company's Board of Directors

On October 11, 2024 the Company disbursed approximately $0.4million to shareholders.

On October 15, 2024 the Company. entered into a Settlement Agreement (the "Settlement Agreement") with SBD, pursuant to which, among other things, the parties entered into a in full settlement of all pending claims brought by the Company against SBD and each party agreed to release and discharge all claims against the other, including any claims that were or could have been asserted in the litigation.

The Settlement Agreement provides that Zircon shall grant SBD and its affiliates a worldwide, non-exclusive, fully paid-up, irrevocable license under the Licensed Patents (as defined in the Settlement Agreement) for the term thereof to make, use, sell, offer for sale, have made and/or import the Licensed Activities and Products (as defined in the Settlement Agreement) in consideration for a one-time payment of $800,000, which shall be paid within 60 days of the Effective Date (the "Settlement Payment") and substantial compliance with the Settlement Agreement by SBD.

On October 18, 2024 Ms. Linda Graebner was added to the Company's Board of Directors

On October 21, 2024 SBD made the Settlement Payment to the Company.

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

The following management discussion and analysis of the financial position and results of operations ("MD&A") should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included elsewhere in this Report. This discussion contains forward-looking statements that relate to future events or our future financial performance. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include, among others, those listed under "Forward-Looking Statements" and "Risk Factors" and those included elsewhere in this report.

OVERVIEW

Zircon is a Silicon Valley-based company operating in Northern California since 1977. leveraging its proprietary sensor-based technology across a mix of global markets, including commercial and residential buildings, government infrastructure and building information modeling. Zircon is focused on creating new, technical solutions for global applications in the areas of home and workplace safety, project efficiency, and structural data analysis.

Zircon benefits from a multi-generational customer base of professional contractors and do-it-yourselfers who rely on Zircon's innovative and easy-to-use products to get the job done.

RESULTS OF OPERATIONS

During the six months ended September 30, 2024, and at March 31, 2024, Zircon's selected financial information is the following (in thousands):

Financial Position Analysis

The information presented below as of September 30, 2024 as compared to March 31, 2024 for ZRCN Inc (in thousands):

		September 30, 2024
In thousands		(Unaudited)			March 31, 2024
Assets		$	27,785			$	27,615
Liabilities		$	19,585			$	18,688
Equity		$	8,200			$	8,927

Assets

Total assets on September 30, 2024 were $27.8 million compared to $27.6 million on March 31, 2024, which was a increase of approximately $0.2 million. This increase was driven primarily by increases in accounts receivable of $0.6 million, deferred financing costs of $0.3, and deferred tax assets of $0.2 million offset by a decrease in inventories of $0.9 million.

Liabilities

Total liabilities on September 30, 2024 were $19.6 million compared to $18.7 million on March 31, 2024, which was an increase of approximately $0.9 million. This increase was driven primarily by an increase in our line of credit of $1.3 million, offset by a decrease in accounts payable and accrued expenses of $0.3 million and a decrease in notes payable of $75,000.

Equity

Total equity on September 30, 2024 was $8.2 million compared to $8.9 million on March 31, 2024, which was a decrease of approximately $0.7 million. This decrease was driven primarily by a net loss of $0.1 million, a cash distribution to shareholders of $0.2 million and an accrued distribution to shareholders of $0.4 million.

Operating Results Analysis

		For the Three Months Ended September 30,			For the Six Months Ended September 30,
(In thousands)		2024			2023			2024			2023
Net Sales		$	9,362			$	9,262			$	15,173			$	15,829
Cost of goods sold			5,356				4,872				8,816				8,495
Gross Profit			4,006				4,390				6,357				7,334
Gross Margin			42.8	%			47.4	%			41.9	%			46.3	%
Operating Expenses
General & administrative			2,025				1,721				3,486				3,390
Marketing & selling			1,105				1,035				2,008				2,175
Research and development			432				503				857				988
Total Operating Expenses			3,562				3,259				6,351				6,553
Operating Income (Loss)			444				1,131				6				781
Other Expenses
Interest expense			203				176				426				333
Other loss			9				10				16				19
(Income) loss on foreign currency translation			(62	)			(42	)			(165	)			7
Total other expenses			150				144				277				359
Income (Loss) before income taxes			294				987				(271	)			422
Benefit from (Provision for) income taxes			175				(133	)			154				(33	)
Net income (loss)		$	469			$	854			$	(117	)		$	389
Less: Net loss attributable to non-controlling interests			(176	)			(13	)			(98	)			(96	)
Net income (loss) attributable to ZRCN Inc. common stockholders		$	645			$	867			$	(19	)		$	485

Sales revenue and gross margin

Revenue for the three months ended September 30, 2024 was $9.4 million compared to $9.3 million for the three months ended September 30, 2023 which was a increase of $0.1 million, or 1%. This increase was driven primarily by increased sales in Canada, Europe and Japan. Gross profit for the three months ended September 30, 2024 was $4.0 million, or 43% compared to $4.4 million, or 47%, during the three months ended September 30, 2023, which was a decrease of $0.4 million, or 9% and 4%, respectively. The decrease in gross profit was driven by reduced unit volumes and an unfavorable product mix and the decrease in gross margin was driven by an unfavorable product mix, reduced volumes and stable manufacturing expenses.

Revenue for the six months ended September 30, 2024 was $15.2 million compared to $15.8 million for the six months ended September 30, 2023 which was a decrease of $0.6 million, or 4%. This decrease was driven primarily by decreased sales in the United States. Gross profit for the six months ended September 30, 2024 was $6.4 million, or 42% compared to $7.3 million, or 46%, during the six months ended September 30, 2023, which was a decrease of $0.9 million, or 13% and 4%, respectively. The decrease in gross profit was driven by reduced unit volumes and the decrease in gross margin was driven by an unfavorable produce mix, reduced volumes and stable manufacturing expenses across production volumes.

Research and development

Research and development expenses for the three months ended September 30, 2024 were $0.4 million compared to $0.5 million for the three months ended September 30, 2023. This decrease of $71,000, or 14%, was driven primarily by reduced payroll expenses.

Research and development expenses for the six months ended September 30, 2024 were $0.9 million compared to $1.0 million for the six months ended September 30, 2023. This decrease of $0.1 million, or 13%, was driven primarily by reduced payroll expenses.

General and Administrative expenses

General and administrative expenses for the three months ended September 30, 2024 were $2.0 million compared to $1.7 million for the three months ended September 30, 2023 which was an increase of $0.3 million, or 18%. This increase was driven primarily by increased payroll, bank fees, and legal expenses.

General and administrative expenses for the six months ended September 30, 2024 were $3.5 million compared to $3.4 million for the six months ended September 30, 2023 which was an increase of $0.1 million, or 3%. This increase was driven primarily by increased bank fees and payroll expenses.

Marketing and Selling expenses.

Marketing and selling expenses for the three months ended September 30, 2024 were $1.1 million compared to $1.0 million for the three months ended September 30, 2023 which was a increase of $70,000, or 7%. This increase was driven primarily by an increase in sales payroll expenses.

Marketing and selling expenses for the six months ended September 30, 2024 were $2.0 million compared to $2.2 million for the six months ended September 30, 2023 which was a decrease of $0.2 million, or 8%. This decrease was driven primarily by a reduction in the consulting, advertising, sales commissions, and payroll expenses.

Stock based compensation.

During the three months ended September 30, 2024 the company recorded stock compensation expense of approximately $9,000. During the three months ended September 30, 2023, Zircon did not record any stock-based compensation.

During the six months ended September 30, 2024 the Company recorded stock based compensation expense of approximately $9,000. During the six months ended September 30, 2023, Zircon did not record any stock-based compensation.

Warrants with a fair value of $0.3 million were issued during the year ended March 31, 2024.

Other expenses

Other expenses for the three months ended September 30, 2024 were approximately $0.1 million compared to $0.1 million for the three months ended September 30, 2023 which was an increase of approximately $6,000, or 4%. This increase was driven primarily by an increase in interest expense of $27,000 and a decrease in foreign exchange losses of $20,000.

Other expenses for the six months ended September 30, 2024 were approximately $0.3 million compared to $0.4 million for the six months ended September 30, 2023 which was a decrease of approximately $82,000, or 23%. This decrease was driven primarily by an increase in interest expense of $93,000 and a decrease in foreign exchange losses of $0.2 million

Zircon has notes payable to the Stauss Family Administrative Trust to repay loans made to Zircon. The principal balance of $0.7 million is due and payable in December 2025. Interest accrued at 5.5% per annum is paid quarterly and included in accrued expenses. The note is subordinated to the line of credit payable to the bank and no payment is to be made on the note without prior approval from the bank. On March 31, 2024 the Stauss Family Administrative Trust and the Company agreed to extend the maturity date of the Notes Payable to the trust to December 31, 2025.

Interest expense on these notes for the three months ended September 30, 2024 and 2023, respectively, was approximately $18,000 and $13,000 respectively. Interest expense on these notes for the six months ended September 30, 2024 and 2023, respectively, was approximately $28,000 and $25,000, respectively.

Benefit from/Provision for income taxes

The benefit from income taxes for the three months ended September 30, 2024 was approximately $0.2 million compared to a provision for income taxes of approximately $0.1 million for the three months ended September 30, 2023 which was a favorable change of approximately $0.3 million. This favorable change was driven by a change in our deferred tax asset position.

The benefit from income taxes for the six months ended September 30, 2024 was approximately $0.2 million compared to a provision for income taxes of approximately $33,000 for the six months ended September 30, 2023 which was a favorable change of approximately $0.2 million. This favorable change was driven by a change in our deferred tax asset position.

Other comprehensive income (loss)

Comprehensive income (loss) for all periods presented is comprised primarily of net income (loss) and foreign currency translation adjustments. The change in foreign currency translation adjustment was a loss of approximately $0.1 million for both the three and six months ended September 30, 2024 and 2023.

Cash Flow Analysis

		For the Six Months Ended September 30,
In thousands		2024			2023
Operating activities		$	(516	)		$	(125	)
Investing activities			(686	)			(875	)
Financing activities			972				1,212
Effect of exchange rate changes			151				2
Net increase (decrease) in cash		$	(79	)		$	214

Operating activities

During the six months ended September 30, 2024, net cash used by operating activities was $0.5 million. This decrease was due to a net loss of $0.3 million offset by non-cash expenses for depreciation, amortization, and inventory obsolescence impairment of $1.1 million, common stock issued for advisory services of $69.000, a decrease in inventories of $0.4 million, and an increase in accrued expenses of $0.7 million, offset by an increase in accounts receivable of $0.7 million, an increase in prepaids of $0.2 million, a decrease in accounts payable of $1.1 million, an increase in deferred expenses of $0.3 million, an increase in federal tax deposits of $66,000, a decrease in operating lease liabilities of $54,000, and a provision for bad debt and foreign currency losses of $47,000.

During the six months ended September 30, 2023, net cash used by operating activities was $0.1 million. This decrease was due to net income of $0.4 million in addition to non-cash expenses for depreciation and amortization, inventory obsolescence impairment, and provisions for bad debt and currency losses of $0.4 million, a decrease in prepaids of $0.1 million, an increase in accounts payable and accrued expenses of $2.8 million, offset by an increase in accounts receivable of $2.2 million, an increase in inventory of $1.4 million, an increase in the federal tax deposit of $78,000, and a decrease in operating lease liabilities of $86,000.

Investing Activities

During the six months ended September 30, 2024, net cash used in investing activities was $0.7 million. This decrease was due to purchases of property and equipment of $0.7 million.

During the six months ended September 30, 2023, net cash used in investing activities was $0.9 million. This decrease was due to the impact of the Harmony merger, net of cash acquired of $0.5 million and purchases of property and equipment of $0.4 million.

Financing Activities

During the six months ended September 30, 2024, net cash provided by financing activities was $1.0 million. This increase was due to borrowings on lines of credit of $10.6 million offset by repayments of $9.3 million, shareholder distributions of $0.2 million and repayment of debt assumed as part of the Harmony merger of $75,000.

During the six months ended September 30, 2023, net cash provided by financing activities was $1.2 million. This increase was due to net borrowings under the Company's line of credit of $1.7 million offset by repayments of debt assumed as part of the Harmony merger of $0.3 million, and repayment of notes payable of $0.2 million.

Liquidity, Capital Resources and Sources of Financing

As of September 30, 2024 the Company had a cash balance of $0.4 million and working capital of $14.2 million. Working capital as of March 31, 2024 was $14.1 million. The increase of $0.1 million was driven primarily by an increase in accounts receivable of $0.6, an increase in prepaids of $0.1 million and a decrease in accounts payable and accrued expenses of $0.3 million offset by a decrease in inventories of $0.9 million. To date the Company has been financed primarily through retained earnings, loans and credit lines secured by accounts receivable, inventory and fixed assets. The Company believes that it has sufficient liquidity and access to loans and credit lines to fund its operations and working capital requirements for the next 12 months.

On May 31, 2024, the Company entered into a Revolving Credit Agreement (the "Credit Agreement") with FGI Worldwide LLC, as Agent for the lender ("FGI"). The Credit Agreement provides for a $15 million senior secured revolving credit facility (the "Credit Facility") available to be used by the Company, Zircon and its Affiliates for replacement and discharge of the Company's current US Bank loan of $8,750,000 and matures on May 31, 2027. The Company, Zircon and the Affiliates are guarantors of all obligations under the Credit Agreement and the Company's four principal shareholders are limited guarantors thereof.

The Credit Agreement stipulates a base rate measured by the sum of Term SOFR for a period of one month, as published by the CME Group Benchmark Administration Limited (or any successor administration of Term SOFR) two business days prior to the beginning of the calendar month and a percentage equal to 0.10% (10 basis points) per annum. If at any time the displayed Term SOFR is less than 0.00%, Term SOFR is deemed to be 0.00% for the purposes of the credit facility.

The Credit Agreement bears interest measured by such outstanding amounts on receivable advances and inventory advances that accrue interest at the greater of 5.25% per annum or 3.00% above the base rate. Interest is charged on the last day of each month on a daily net balance of funds advanced or otherwise charged to the Company.

The Credit Agreement requires the Company to comply with maximum total net leverage and minimum fixed charge coverage ratios. As of September 30, 2024 the Company had a liability of approximately $9.3 million outstanding under the Credit Agreement and was compliant with the maximum total net leverage and but not the fixed charge coverage ratio. The Company is working with the lender to get a waiver regarding the fixed charge coverage ratio.

Information on Outstanding Securities

The following table sets out the number of common shares and warrants outstanding as of the date hereof:

Information on Outstanding Securities as of September 30, 2024
Common shares issued and outstanding			10,050,265
Potential issuance of common shares
Warrants			217,184
Stock options			298,000
Fully diluted shares			10,565,449

As of November 14, 2024 the Company had 10,050,265 common shares outstanding.

Related Party Transactions

Zircon is a member of a controlled group of companies and has revenue and cost-sharing activities with other members of the controlled group. Results of operations and financial condition may not represent amounts that would have been reported if Zircon operated as an unaffiliated entity.

Zircon has an exclusive manufacturing and technical assistance agreement with Zircon de Mexico S.A. de C.V. (the "Contractor"), an entity which is owned by certain shareholders of Zircon. Under the terms of the agreement, Zircon provides materials, technical assistance, and expertise to the Contractor, and the Contractor assembles certain of Zircon's products.

In September 2017, an affiliated company, Zircon Corporation Limited, was established in the United Kingdom to facilitate the sale of Zircon's products to European customers and operations began during the year ended March 31, 2019. The ownership structure of the affiliate is similar to the ownership of the premerger ownership of Zircon.

The Company leases from the Stauss Family Administrative Trust a 14,000 square foot facility owned by the Trust.

The Company has notes payable to the Stauss Family Administrative Trust to repay loans made to the Company. As of March 31, 2024, principal balance of $0.7 million is due and payable in December 2025. Interest accrued at 5.5% per annum is paid quarterly and included in accrued expenses. The note is subordinated to the line of credit note payable to the bank and no payment is to be made on the note without prior approval from the bank. In the second quarter of 2023, a portion of the note payable to Stauss Family Administrative Trust was settled as a non-cash transaction against the note receivable from one stockholder for $0.2 million. For the three and six months ended September 30, 2024, the interest expense on notes payable to the Stauss Family Administrative Trust totaled less than $0.1 million, respectively.

For the three and six months ended September 30, 2023, the interest expense on notes payable to the Stauss Family Administrative Trust totaled less than $0.1 million, respectively.

On March 31, 2024 the Stauss Family Administrative Trust and the Company agreed to extend the maturity date of the Notes Payable to the trust to December 31, 2025.

During the three months ended June 30, 2024, the Company made a distribution of $0.7 million to certain related party shareholders and one director shareholder for taxes due resulting from the Company converting from an S corporation to a C corporation. $0.3 million of this distribution was in cash and the remaining $0.4 million is recorded in accrued expenses on the balance sheet. During October 2024 the Company made a cash distribution of approximately $0.4 million to settle the remaining liability.

Off-Balance Sheet Arrangements

ZRCN has no off-balance sheet arrangements.

Estimates, Judgments and Assumptions

ZRCN prepares its consolidated financial statements in accordance with US GAAP, which require management to make estimates and assumptions that affect the amounts of its assets and liabilities, the information provided with regard to future assets and liabilities as well as the amounts of revenues and expenses for the relevant periods. Readers are invited to refer to Note 3 of the financial statements for the three months ended June 30, 2024, for details.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate and Foreign Currency Risk

Interest Rate Risk

ZRCN's exposure to changes in interest rates relates primarily to Zircon's cash, cash equivalents and outstanding debts.

Foreign Currency & Exchange Risk

ZRCN sources parts from foreign vendors and sells its products in various foreign markets around the world. Changes in foreign currency exchange for the purchase of components from vendors and the sale of products in foreign markets can have a material impact on the Company's results of operations and liquidity. The Company hedge or take other steps to mitigate the impact from foreign currency exchange rates, but there is no guarantee that these efforts will be successful in every instance.

Controls and Procedures

We maintain "disclosure controls and procedures," as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our principal executive officer and principal accounting and financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our principal executive officer and principal accounting and financial officer has concluded that as of September 30, 2024, our disclosure controls and procedures were not effective as of such date as a result of material weaknesses in our internal control over financial reporting due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT and financial reporting and record keeping. Under the direction of our principal executive officer and principal financial and accounting officer, we continue to develop a plan to remediate the material weaknesses.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

As of September 30, 2024, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that, as of September 30, 2024, our internal control over financial reporting had material weaknesses that lack adequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT and financial reporting and record keeping and we are implementing plans to improve such internal control.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the three months ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

From time to time and in the normal course of operations, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. Other than as indicated below, we are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows.

Zircon is engaged in procedures to protect its proprietary rights and Zircon has filed complaints with the Federal Trade Commission and the Customs and Border Patrol.

Zircon Corporation v. Stanley Black & Decker, Inc et al.

A stay, placed on Zircon's patent infringement suit filed against Stanley Black & Decker, Inc. in the Federal District Court in the Northern District of California in December 2019, was released on May 8, 2024 following disposition of the International Trade Commission ("ITC") matter between the parties filed by Zircon. The parties met and conferred and participated in a Court supervised mediation on September 18, 2024 that resulted in a Settlement Agreement entered into on October 15, 2024. Pursuant to the Settlement Agreement, Zircon and Stanley provided releases to one another and their respective subsidiaries and affiliates and Stanley received a fully paid patent license under certain Zircon patents in exchange for payment to Zircon of $0.8 million and dismissal with prejudice of the subject litigation. The payment has been made and dismissal filed. The matter is closed.

Claim Asserted by Mr. Michael Green

In April 2024, Mr. Michael Green, an individual in Great Britain, asserted violation by Zircon in its U.S. website of certain privacy protections under the laws of Great Britain. The Company believes its U.S. website has not violated the laws of Great Britain and that, in any event, has responded stating such laws do not apply outside Great Britain. As of the date of filing this Annual Report on Form 10-K, Mr. Green has not responded to the Company and has not asserted any claim for damages.

Item 1A. Risk Factors

Information regarding the primary risks and uncertainties that could materially and adversely affect our future performance or could cause actual results to differ materially from those expressed or implied in our forward-looking statements, appears in Part I, Item 1A - "Risk Factors" of our 2024 Form 10-K filed with the Securities and Exchange Commission on July 16, 2024. There have been no material changes from the risk factors set forth in our Form 10-K filed on July 16.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We have not made any sales of unregistered securities of our common stock during the period from April 1, 2024, through September 30, 2024.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the last fiscal quarter, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modifiedor terminatedby any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any "non-Rule 10b5-1 trading arrangement."

Item 6. Exhibits

Exhibit Number		Description
3.1		Certificate of Incorporation, dated June 19, 2018 (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed by the Company on December 27, 2021)
3.2		Certificate of Amendment to Certificate of Incorporation, dated August 28, 2020 (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 10 filed by the Company on December 27, 2021)
3.3		Certificate of Amendment to Certificate of Incorporation, dated July 9, 2021 (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form 10 filed by the Company on December 27, 2021)
3.4		Certificate of Amendment to Certificate of Incorporation, dated June 17, 2022 (incorporated by reference to Exhibit 3.5 to the Current Report on 8-K filed by the Company on June 21, 2022)
3.5		Certificate of Amendment to Certificate of Incorporation, dated June 17, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on 8-K filed by the Company on June 27, 2023)
3.6		Bylaws of the Company (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form 10 filed by the Company on December 27, 2021)
4.1		Description of the Company's Securities Registered Pursuant to Section 12 of the Securities and Exchange Act
10.1		Union Bank Loan Agreement (incorporated by reference to Exhibit 1 to the Current Report on Form 8-K/A filed by the Company on August 22, 2023)
10.2+		ZRCN Inc. 2024 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 4.7 to the Registration Statement filed on Form S-8 filed by the Company on March 6, 2024)
10.3+		Form of Stock Option Agreement under the Plan (Incorporated by reference to Exhibit 4.8 to the Registration Statement filed on Form S-8 filed by the Company on March 6, 2024)
10.4†		Revolving Credit, Security And Guaranty Agreement, dated as of May 31, 2024, by and among Zircon Corporation, Zrcn Inczircon De Mexico, S.A. DE C.V.,, Zircon Corporation Limited, And FGI Worldwide LLC, As Agent For Lenders
10.5		Board of Director Agreement between ZRCN, Inc. and Linda S. Graebner dated October 18, 2024
21.1		List of Subsidiaries
24		Power of Attorney (included on signature page hereto).
31.1		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ZRCN INC.
Date: November 19, 2024	By:	/s/ John Stauss
	Name:	John Stauss
	Title:	Chairman and Chief Executive Officer
Date: November 19, 2024		/s/ Jeff Parsons
	Name:	Jeff Parsons
	Title:	Chief Financial Officer