UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2024
Commission File Number
(Translation of registrant's name into English)
#240 - 209 Carrall Street, Vancouver, British Columbia V6B 2J2
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
EXPLANATORY NOTE
Except as described above, no changes have been made to the Original Financial Statements for the three months ended June 30, 2024, and this Amendment does not amend, update or change any other items or disclosures in the Original Financial Statements for the three months ended June 30, 2024. Further this Amendment does not reflect subsequent events occurring after the filing date of the Original Financial Statements for the three months ended June 30, 2024 or modify or update in any way disclosures in the Original Financial Statements for the three months ended June 30, 2024.
SUBMITTED HEREWITH
EXHIBITS 99.1, 101 AND 104 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE TO THE REGISTRANT'S REGISTRATION STATEMENTS ON FORM F-3, AS AMENDED (NO. 333-276209) AND FORM S-8 (NO. 333-261422), TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED.
| 99.1 | |
| 101 |
Interactive Data File |
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101.INS* |
Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
|
|
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| 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 (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements 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.
GreenPower Motors Inc.
|
/s/ Michael Sieffert
|
Michael Sieffert, Chief Financial Officer
Date: August 16, 2024
GREENPOWER MOTOR COMPANY INC.
CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
For the Three Months Ended
(Expressed in US dollars)
(Unaudited)
GREENPOWER MOTOR COMPANY INC.
Consolidated Condensed Interim Financial Statements
(Expressed in US Dollars)
(Unaudited)
June 30, 2024
| GREENPOWER MOTOR COMPANY INC. |
| Consolidated Condensed Interim Statements of Financial Position |
| As at June 30, 2024 and March 31, 2024 |
| (Expressed in US Dollars) |
| (Unaudited) |
| June 30, 2024 | March 31, 2024 | ||||||
| Assets | |||||||
| Current | |||||||
| Cash (Note 3) | $ | $ | |||||
| Accounts receivable, net of allowances (Note 4) | |||||||
| Current portion of finance lease receivables (Note 5) | |||||||
| Inventory (Note 6) | |||||||
| Prepaids and deposits | |||||||
| Non-current | |||||||
| Finance lease receivables (Note 5) | |||||||
| Right of use assets (Note 7) | |||||||
| Property and equipment (Note 8) | |||||||
| Restricted deposit (Note 9) | |||||||
| Other assets | |||||||
| $ | $ | ||||||
| Liabilities | |||||||
| Current | |||||||
| Line of credit (Note 10) | $ | $ | |||||
| Term loan facility (Note 11) | |||||||
| Accounts payable and accrued liabilities (Note 16) | |||||||
| Current portion of deferred revenue (Note 14) | |||||||
| Current portion of lease liabilities (Note 7) | |||||||
| Current portion of warranty liability (Note 18) | |||||||
| Current portion of contingent liability (Note 19) | |||||||
| Non-current | |||||||
| Deferred revenue (Note 14) | |||||||
| Lease liabilities (Note 7) | |||||||
| Contingent liability (Note 19) | |||||||
| Loans payable to related parties (Note 16) | |||||||
| Other liabilities | |||||||
| Warranty liability (Note 18) | |||||||
| Equity | |||||||
| Share capital (Note 12) | |||||||
| Reserves | |||||||
| Accumulated other comprehensive loss | ( |
) | ( |
) | |||
| Accumulated deficit | ( |
) | ( |
) | |||
| $ | $ | ||||||
| Nature and Continuance of Operations and Going Concern - Note 1 | |||||||
| Approved on behalf of the Board on August 12, 2024 | ||
| /s/ Fraser Atkinson | /s/ Mark Achtemichuk | |
| Director | Director | |
(The accompanying notes are an integral part of these consolidated condensed interim financial statements)
Page 3 of 21
| GREENPOWER MOTOR COMPANY INC. |
| Consolidated Condensed Interim Statements of Operations and Comprehensive Loss |
| For the Three Months Ended June 30, 2024 and 2023 |
| (Expressed in US Dollars) |
| (Unaudited) |
| June 30, | June 30, | |||||
| 2024 | 2023 | |||||
| Revenue | $ | $ | ||||
| Cost of Sales (Note 6) | ||||||
| Gross Profit | ||||||
| Sales, general and administrative costs | ||||||
| Salaries and administration (Note 15) | ||||||
| Depreciation (Notes 7 and 8) | ||||||
| Product development costs | ||||||
| Office expense | ||||||
| Insurance | ||||||
| Professional fees | ||||||
| Sales and marketing | ||||||
| Share-based payments (Notes 12 and 15) | ||||||
| Transportation costs | ||||||
| Travel, accomodation, meals and entertainment | ||||||
| Allowance for credit losses (Note 4) | ||||||
| Total sales, general and administrative costs | ||||||
| Loss from operations before interest, accretion and foreign exchange | ( |
) | ( |
) | ||
| Interest and accretion | ( |
) | ( |
) | ||
| Foreign exchange (loss) / gain | ( |
) | ||||
| Loss for the period | ( |
) | ( |
) | ||
| Other comprehensive income / (loss) | ||||||
| Cumulative translation reserve | ||||||
| Total comprehensive loss for the period | $ | ( |
) | $ | ( |
) |
| Loss per common share, basic and diluted | $ | ( |
) | $ | ( |
) |
| Weighted average number of common shares outstanding, basic and diluted |
(The accompanying notes are an integral part of these consolidated condensed interim financial statements)
Page 4 of 21
| GREENPOWER MOTOR COMPANY INC. |
| Consolidated Condensed Interim Statements of Changes in Equity |
| For the Three Months ended June 30, 2024 and 2023 |
| (Expressed in US Dollars) |
| (Unaudited) |
| Share Capital | ||||||||||||||||||
| Number of | Accumulated other | Accumulated | ||||||||||||||||
| Common shares | Amount | Reserves | comprehensive loss | Deficit | Total | |||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||
| Shares issued for cash | - | - | - | |||||||||||||||
| Share issuance costs | - | ( |
) | - | - | - | ( |
) | ||||||||||
| Shares issued for exercise of options | ( |
) | - | - | ||||||||||||||
| Fair value of stock options forfeited | - | - | ( |
) | - | - | ||||||||||||
| Share based payments | - | - | - | - | ||||||||||||||
| Cumulative translation reserve | - | - | - | - | ||||||||||||||
| Net loss for the period | - | - | - | - | ( |
) | ( |
) | ||||||||||
| Balance, June 30, 2023 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||
| Balance, March 31, 2024 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||
| Shares issued in unit transaction | - | - | - | |||||||||||||||
| Share issuance costs | - | ( |
) | - | - | - | ( |
) | ||||||||||
| Warrants issued in unit transaction | - | - | - | - | ||||||||||||||
| Warrant issuance costs | - | - | ( |
) | - | - | ( |
) | ||||||||||
| Fair value of stock options forfeited | - | - | ( |
) | - | - | ||||||||||||
| Share based payments | - | - | - | - | ||||||||||||||
| Cumulative translation reserve | - | - | - | - | ||||||||||||||
| Net loss for the period | - | - | - | - | ( |
) | ( |
) | ||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||
(The accompanying notes are an integral part of these consolidated condensed interim financial statements)
Page 5 of 21
| GREENPOWER MOTOR COMPANY INC. |
| Consolidated Condensed Interim Statements of Cash Flows |
| For the Three Months Ended June 30, 2024 and 2023 |
| (Unaudited) |
| June 30 | June 30 | |||||
| 2024 | 2023 | |||||
| Cash flows from (used in) operating activities | ||||||
| Loss for the period | $ | ( |
) | $ | ( |
) |
| Items not affecting cash | ||||||
| Allowance (recovery) for credit losses | ||||||
| Depreciation | ||||||
| Share-based payments | ||||||
| Accretion and accrued interest | ||||||
| Foreign exchange loss / (gain) | ( |
) | ||||
| Cash flow used in operating activities before changes in non-cash items | ( |
) | ( |
) | ||
| Changes in non-cash items: | ||||||
| Accounts receivable | ||||||
| Inventory | ( |
) | ||||
| Prepaids and deposits | ( |
) | ||||
| Promissory note receivable | ||||||
| Finance lease receivables | ||||||
| Accounts payable and accrued liabilities | ( |
) | ||||
| Deferred revenue | ||||||
| Warranty liability | ( |
) | ||||
| ( |
) | |||||
| Cash flows from (used in) investing activities | ||||||
| Purchase of property and equipment | ( |
) | ( |
) | ||
| ( |
) | ( |
) | |||
| Cash flows from (used in) financing activities | ||||||
| Repayment of loans from related parties | ( |
) | ||||
| Proceeds from (repayment of) line of credit | ( |
) | ||||
| Proceeds from term loan facility | ||||||
| Payments on lease liabilities | ( |
) | ( |
) | ||
| Cash used for restricted deposit | ( |
) | ||||
| Repayment of other liabilities | ( |
) | ( |
) | ||
| Proceeds from issuance of common shares and warrants | ||||||
| Equity offering costs | ( |
) | ( |
) | ||
| Proceeds from exercise of stock options | ||||||
| ( |
) | |||||
| Foreign exchange on cash | ( |
) | ( |
) | ||
| Net (decrease) increase in cash | ( |
) | ||||
| Cash, beginning of period | ||||||
| Cash, end of period | $ | $ |
(The accompanying notes are an integral part of these consolidated condensed interim financial statements)
Page 6 of 21
|
GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements |
1. Nature and Continuance of Operations and Going Concern
GreenPower Motor Company Inc. ("GreenPower" or the "Company") was incorporated in the Province of British Columbia on September 18, 2007. The Company is a manufacturer and distributor of purpose-built, all-electric, zero-emission medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector.
The corporate office is located at Suite 240 - 209 Carrall St., Vancouver, Canada.
These consolidated condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the IASB. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with our audited financial statements for the year ended March 31, 2024.
The Company’s continuing operations are dependent upon its ability to raise capital and generate cash flows. As at June 30, 2024, the Company had a cash balance of $
These consolidated condensed interim financial statements were approved by the Company's Audit Committee, as delegated by the Board of Directors, on August 12, 2024.
2. Material Accounting Policies
Basis of presentation
GreenPower has applied the same accounting policies and methods of computation in its Consolidated Condensed Interim Financial Statements as in the annual audited financial statements for the year ended March 31, 2024, except for the following which either did not apply to the prior year or are amendments which apply for the current fiscal year.
Page 7 of 21
GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements |
2. Material Accounting Policies (Continued)
Adoption of accounting standards
Certain new accounting standards have been published by the IASB that are effective for annual reporting periods beginning on or after January 1, 2024, as follows:
• IAS 1 - Presentation of Financial Statements
• IAS 7 - Statement of Cash Flows
• IFRS 7 - Financial Instruments
• IFRS 16 - Leases (liability in a sale leaseback)
Amendments to these standards did not cause a change to the Company's financial statements.
Future accounting pronouncements
Certain new accounting standards and interpretations have been published by the IASB that are mandatory for the annual period beginning April 1, 2025. The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective. The Company has not early adopted any of these standards and is currently evaluating the impact, if any, that these standards might have on its consolidated condensed interim financial statements.
3. Cash
As at June 30, 2024 the Company has a cash balance of $
4. Accounts Receivable
The Company has evaluated the carrying value of accounts receivable as at June 30, 2024 in accordance with IFRS 9 and has determined that an allowance against accounts receivable of $
5. Finance Lease Receivable
Greenpower's wholly owned subsidiaries San Joaquin Valley Equipment Leasing Inc. and 0939181 BC Ltd. lease vehicles to several customers, and as at June 30, 2024, the Company had a total of 3 (March 31, 2024 - 8) vehicles on lease that were determined to be finance leases and the Company had a total of 3 (March 31, 2024 - 4) vehicles on lease that were determined to be operating leases. Between March 31, 2024 and June 30, 2024, 5 vehicles previously under finance lease and 1 vehicle previously on operating lease were repossessed, and the finance leases were de-recognized, and the vehicles were transferred to inventory.
Page 8 of 21
GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements |
5. Finance Lease Receivables (Continued)
As at June 30, 2024, the remaining payments to be received on Finance Lease Receivables are as follows:
| 30-Jun-24 | |||
| Year 1 | $ | ||
| Year 2 | |||
| Year 3 | |||
| Year 4 | |||
| Year 5 | |||
| less: amount representing interest income | ( |
) | |
| Finance Lease Receivable | $ | ||
| Current Portion of Finance Lease Receivable | $ | ||
| Long Term Portion of Finance Lease Receivable | $ |
6. Inventory
The following is a listing of inventory as at June 30, 2024 and March 31, 2024:
| June 30, 2024 | March 31, 2024 | |||||
| Parts | $ | $ | ||||
| Work in Process | ||||||
| Finished Goods | ||||||
| Total | $ | $ |
The Company’s finished goods inventory is primarily comprised of EV Stars, EV Star Cab and Chassis, BEAST Type D school buses, and Nano BEAST Type A school buses. During the three months ended June 30, 2024, $
Page 9 of 21
GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements |
7. Right of Use Assets and Lease Liabilities
The Company has recorded Right of Use Assets and Lease Liabilities in its consolidated statement of financial position for lease agreements that the Company has entered into that expire in more than one year at the inception of the leases. These leases have a carrying value at June 30, 2024 of $
GreenPower entered into a Contract of Lease-Purchase with the South Charleston Development Authority for a property located in South Charleston, West Virginia during the year ended March 31, 2023. The terms of the lease required no cash up front and monthly lease payments that start May 1, 2023. GreenPower is eligible for up to $
The following table summarizes changes in Right of Use Assets between March 31, 2024 and June 30, 2024:
| Right of Use Assets, March 31, 2024 | $ | ||
| Depreciation | ( |
) | |
| Right of Use Assets, June 30, 2024 | $ |
The following table summarizes changes in Right of Use Assets between March 31, 2023 and March 31, 2024:
| Right of Use Assets, March 31, 2023 | $ | ||
| Depreciation | ( |
) | |
| Transfer to deposit | ( |
) | |
| Additions during the period | |||
| Right of Use Assets, March 31, 2024 | $ |
Page 10 of 21
GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements |
7. Right of use assets and lease liabilities (continued)
The following table shows the remaining undiscounted payments on lease liabilities, interest on lease liabilities and the carrying value of lease liabilities as at June 30, 2024.
| 1 year | $ | ||
| thereafter | $ | ||
| less amount representing interest expense | $ | ( |
) |
| Lease liability | $ | ||
| Current Portion of Lease Liabilities | $ | ||
| Long Term Portion of Lease Liabilities | $ |
8. Property and Equipment
The following is a summary of changes in Property and Equipment for the three months ended June 30, 2024:
| Property and Equipment, March 31, 2024 | $ | ||
| plus: purchases | |||
| less: transferred to inventory | ( |
) | |
| less: depreciation | ( |
) | |
| plus: foreign exchange translation | ( |
) | |
| Property and Equipment, June 30, 2024 | $ |
The following is a summary of changes in Property and Equipment for the twelve months ended March 31, 2024:
| Property and Equipment, March 31, 2023 | $ | ||
| plus: purchases | |||
| plus: transfers from inventory | |||
| less: depreciation | ( |
) | |
| plus: foreign exchange translation | ( |
) | |
| Property and Equipment, March 31, 2024 | $ |
9. Restricted deposit
The Company has pledged a $
Page 11 of 21
GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements |
10. Line of Credit
The Company's primary bank account denominated in US dollars is linked to its Line of Credit such that funds deposited to the bank account reduce the outstanding balance on the Line of Credit. As at June 30, 2024 the Company's Line of Credit had a credit limit of up to $
The Line of Credit is secured by a general floating charge on the Company's assets and the assets of one of its subsidiaries, and one of the Company's subsidiaries has provided a corporate guarantee. Two directors of the Company have provided personal guarantees for a total of $
Subsequent to the end of the quarter, on July 25, 2024, GreenPower signed a term sheet pursuant to which the lender will reduce the credit limit on the Company's Line of Credit to up to $
11. Term loan facility
During February 2024, the Company entered into a $
The term loan facility has two financial covenants. The first covenant is reported quarterly, and is to maintain a current ratio, defined as current assets over current liabilities, of greater than
As at June 30, 2024 the balance outstanding on the term loan facility, including fees and accrued interest, was $
Page 12 of 21
GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements |
12. Share Capital
Authorized
Unlimited number of common shares without par value
Unlimited number of preferred shares without par value
Issued
During the three months ended June 30, 2024, the Company issued a total of
At the Market Offering
In September 2022, the Company filed a prospectus supplement to its short form base shelf prospectus, pursuant to which the Company may, at its discretion and from time to time, sell common shares of the Company for aggregate gross proceeds of up to US$
The sale of common shares under the prospectus supplement was made through ATM distributions on the NASDAQ stock exchange. During the year ended March 31, 2024, the Company sold
The Company incurred approximately $
Page 13 of 21
GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements |
13. Stock Options
The Company has
2023 Plan
Effective February 21, 2023, GreenPower adopted the 2023 Plan which was approved by shareholders at our AGM on March 28, 2023 in order to grant stock options or non-stock option awards to people in the United States. Under the 2023 Plan GreenPower can issue stock options that are considered incentive stock options, which are stock options that qualify for certain favorable tax treatment under U.S. tax laws. Nonqualified stock options are stock options that are not incentive stock options. Non-stock option awards mean a right granted to an award recipient under the 2023 Plan, which may include the grant of stock appreciation rights, restricted awards or other equity-based awards.
2022 Plan
Effective April 19, 2022 GreenPower adopted the 2022 Equity Incentive Plan (the "2022 Plan"), which was further ratified and re-approved by shareholders at our AGM on March 27, 2024, and which replaced the 2019 Plan. Under the 2022 Plan the Company can grant equity-based incentive awards in the form of stock options ("Options"), restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs"). RSU's, DSU's and PSU's are collectively referred to as "Performance Based Awards". The 2022 Plan is a Rolling Plan for Options and a fixed-plan for Performance-Based Awards such that the aggregate number of Shares that: (i) may be issued upon the exercise or settlement of Options granted under the 2022 Plan (and all of the Company's other Security-Based Compensation Arrangements), shall not exceed 10% of the Company's issued and outstanding Shares from time to time, and (ii) may be issued in respect of Performance-Based Awards granted under the 2022 Plan (and all of the Company's other Security-Based Compensation Arrangements) shall not exceed
Stock Option Plans from Prior Periods
On May 14, 2019, the Company replaced the 2016 Plan with a Rolling Stock Option Plan (the "2019 Plan"). Under the terms of the 2019 Plan, the aggregate number of Options that can be granted under the 2019 Plan cannot exceed ten (10%) of the total number of issued and outstanding Shares, calculated on a non-diluted basis. The exercise price of options granted under the 2019 Plan may not be less than the minimum prevailing price permitted by the TSXV policies with a maximum term of 10 years. On March 9, 2016, the shareholders approved the previous stock option plan which initially allowed for the issuance of up to
Page 14 of 21
GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements |
13. Stock options (continued)
The Company had the following incentive stock options granted under the 2022 Plan, the 2019 Plan, and 2016 Plan that are issued and outstanding as at June 30, 2024:
| Exercise | Balance | Forfeited | Balance | ||||||||||||||||
| Expiry Date | Price | March 31, 2024 | Granted | Exercised | or Expired | June 30, 2024 | |||||||||||||
| January 30, 2025 | CDN | $ | ( |
) | |||||||||||||||
| February 11, 2025 | CDN | $ | |||||||||||||||||
| July 3, 2025 | CDN | $ | ( |
) | |||||||||||||||
| November 19, 2025 | US | $ | |||||||||||||||||
| December 4, 2025 | US | $ | |||||||||||||||||
| May 18, 2026 | CDN | $ | ( |
) | |||||||||||||||
| December 10, 2026 | CDN | $ | ( |
) | |||||||||||||||
| July 4, 2027 | CDN | $ | |||||||||||||||||
| November 2, 2027 | US | $ | |||||||||||||||||
| February 14, 2028 | CDN | $ | ( |
) | |||||||||||||||
| March 27, 2029 | CDN | $ | ( |
) | |||||||||||||||
| June 28, 2029 | CDN | $ | |||||||||||||||||
| Total outstanding | ( |
) | |||||||||||||||||
| Total exercisable | |||||||||||||||||||
| Weighted Average | |||||||||||||||||||
| Exercise Price (CDN$) | $ | $ | $ | $ | $ | ||||||||||||||
| Weighted Average Remaining Life |
As at June 30, 2024, there were
• the Company granted
•
• During the three months ended June 30, 2024, the Company incurred share-based compensation expense with a measured fair value of $
Subsequent to the end of the quarter, between July 8, 2024 and August 12, 2024,
Page 15 of 21
GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements |
14. Deferred Revenue
The Company recorded Deferred Revenue of $
| Three months ended, | Twelve months ended, | |||||
| June 30, 2024 | March 31, 2024 | |||||
| Deferred Revenue, beginning of period | $ | $ | ||||
| Additions to deferred revenue during the period | ||||||
| Deposits returned | ( |
) | ( |
) | ||
| Revenue recognized from deferred revenue during the period | ( |
) | ( |
) | ||
| Deferred Revenue, end of period | $ | $ | ||||
| Current portion | $ | $ | ||||
| Long term portion | ||||||
| $ | $ |
15. Financial Instruments
The Company's financial instruments consist of cash, accounts receivable, promissory note receivable, finance lease receivables, restricted deposit, line of credit, loans payable to related parties, term loan, accounts payable and accrued liabilities, other liabilities and lease liabilities.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities;
Level 2: Inputs other than quoted prices that are observable for the asset or liabilities either directly or indirectly; and
Level 3: Inputs that are not based on observable market data
The fair value of the Company's financial instruments approximates their carrying value, unless otherwise noted.
The Company has exposure to the following financial instrument-related risks.
Credit risk
The Company's exposure to credit risk is on its cash, accounts receivable, finance lease receivable and restricted deposit. The maximum exposure to credit risk is their carrying amounts in the consolidated statement of Financial Position.
The Company's cash is comprised of cash bank balances. The Company's restricted deposit is an interest-bearing term deposit. Both cash and the restricted deposit are held in major financial institutions in Canada and the United States with a high credit quality and therefore the Company is exposed to minimal credit risk on these assets. The Company assesses the credit risk of its accounts receivable and finance lease receivables at each reporting period end and on an annual basis. As at June 30, 2024,
Page 16 of 21
GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements |
15. Financial Instruments (continued)
Liquidity risk
The Company tries to ensure that there is sufficient capital in order to meet short-term business requirements, after taking into account the Company's cash balances and available liquidity on the Company's $
Market risks
Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange. The Company is exposed to interest rate risk with respect to its Line of Credit (Note 10) and its term loan facility (Note 11). The Company is exposed to foreign exchange risk as it conducts business in both the United States and Canada. Management monitors its foreign currency balances, but the Company does not engage in any hedging activities to reduce its foreign currency risk.
At June 30, 2024, the Company was exposed to currency risk through the following financial assets and liabilities in Canadian Dollars:
| Cash | $ | ||
| Accounts Receivable | $ | ||
| Prepaids and deposits | $ | ||
| Finance Lease Receivable | $ | ||
| Accounts Payable and Accrued Liabilities | $ | ||
| Related Party Loan | $ |
The CDN/USD exchange rate as at June 30, 2024 was $
Page 17 of 21
GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements |
16. Related Party Transactions
A summary of compensation and other amounts paid to directors, officers and key management personnel is as follows:
| For the Three Months Ended | ||||||
| June 30, 2024 | June 30, 2023 | |||||
| Salaries and Benefits (1) | $ | $ | ||||
| Consulting fees (2) | ||||||
| Non-cash Options Vested (3) | ||||||
| Total | $ | $ | ||||
1) Salaries and benefits incurred with directors and officers are included in Salaries and administration on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss.
2) Consulting fees included in Salaries and administration on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss are paid to the Chairman and CEO for management consulting services, as well as Director's Fees paid to GreenPower's four independent directors.
3) Amounts recognized for related party stock-based compensation are included in Share-based payments on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss.
Accounts payable and accrued liabilities at June 30, 2024 included $
As at June 30, 2024 the Company has loans totaling CAD$
The loans from FWP Holdings LLC matured on March 31, 2023, however the CAD $
Page 18 of 21
GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements |
16. Related Party Transactions (continued)
A director of the Company, David Richardson, and the Company's CEO and Chairman Fraser Atkinson, have each provided personal guarantees of $
Subsequent to the end of the quarter the Company received loans totaling $
17. Segmented information and supplemental cash flow disclosure
The Company operates in one reportable operating segment, being the manufacture and distribution of all-electric medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector.
The Company's revenues allocated by geography for the three months ended June 30, 2024 and 2023 are as follows:
| For the Three Months Ended | ||||||
| June 30, 2024 | June 30, 2023 | |||||
| United States of America | $ | $ | ||||
| Canada | ||||||
| Total | $ | $ | ||||
As at June 30, 2024 and March 31, 2024, over 90% of the Company's property and equipment are located in the United States.
The Company's cash payments of interest and taxes during the three months ended June 30, 2024 and 2023 are as follows:
| For the Three Months Ended | ||||||
| June 30, 2024 | June 30, 2023 | |||||
| Interest paid | $ | $ | ||||
| Taxes paid | $ | $ | ||||
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GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements |
18. Warranty Liability
The Company generally provides its customers with a base warranty on its vehicles including those covering brake systems, lower-level components, fleet defect provisions and battery-related components. The majority of warranties cover periods of five years, with some variation depending on the contract. Management estimates the related provision for future warranty claims based on historical warranty claim information as well as recent trends that might suggest past cost information may differ from future claims. This assessment relies on estimates and assumptions about expenditures on future warranty claims.
Actual warranty disbursements are inherently uncertain, and differences may impact cash expenditures on these claims. It is expected that the Company will incur approximately $
The following table summarizes changes in the warranty liability over the three months ended June 30, 2024 and the year ended March 31, 2024:
| 3 months ended | Year ended | |||||
| June 30, 2024 | March 31, 2024 | |||||
| Opening balance | $ | $ | ||||
| Warranty additions | ||||||
| Warranty disbursements | ( |
) | ( |
) | ||
| Warranty expiry | ( |
) | ||||
| Foreign exchange translation | ( |
) | ( |
) | ||
| Total | $ | $ | ||||
| Current portion | $ | $ | ||||
| Long term portion | ||||||
| Total | $ | $ |
19. Contingent Liability
On July 7, 2022 GreenPower entered into an asset purchase agreement with Lion Truck Body Inc., a truck body manufacturer located in Torrance, CA, under which Greenpower purchased all of the assets of the business through its wholly owned subsidiary, Lion Truck Body Incorporated.
The acquisition included that GreenPower would assume a term loan from the seller subject to the seller obtaining the required consents to allow for the assumption. The term loan had a principal outstanding of approximately of approximately $
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GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements |
19. Contingent Liability (continued)
over whether the seller will obtain these consents. In accordance with IAS 37, as at June 30, 2024 and March 31, 2024, amounts representing the term loan have been recognized as a contingent liability on the Company's Consolidated Statement of Financial Position.
20. Litigation and Legal Matters
The Company filed a civil claim against the prior CEO and Director of the Company in the Province of British Columbia in 2019, and the prior CEO and Director of the Company has filed a response with a counterclaim for wrongful dismissal in the Province of British Columbia. The prior CEO and Director of the Company also filed a similar claim in the state of California in regards to this matter, and this claim has been stayed pending the outcome of the claim in British Columbia. There has not been a resolution on the British Columbia claim or counterclaim, or the California claim as at June 30, 2024.
In addition, a company owned and controlled by a former employee who provided services to a subsidiary company of GreenPower until August 2013 filed a claim for breach of confidence against GreenPower in July 2020, and this claim has not been resolved as at June 30, 2024.
During April 2023 the Company repossessed 28 EV Stars and 10 EV Star CC's after a lease termination due to non-payment. During May 2023 this customer filed a claim in the state of California against the Company and a subsidiary, and this matter has not been resolved as at June 30, 2024. The Company has not booked a provision for the claims or the counterclaim as it does not believe there is a remote or estimable material financial impact as at June 30, 2024.
21. Subsequent Events
Subsequent to the end of the quarter the Company received loans totaling $
Between July 8, 2024 and August 12, 2024,
On July 25, 2024, GreenPower signed a term sheet pursuant to which the lender will reduce the credit limit on the Company's Line of Credit to up to $
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