Item 1. Financial Statements
Our unaudited condensed consolidated interim financial statements for
the three and six months ended September 30, 2022 form part of this quarterly report. They are stated in United States Dollars (US$) and
are prepared in accordance with United States Generally Accepted Accounting Principles for interim financial information and with the
instructions to Form 10-Q and Article 8 of Regulation S-X.
PACIFIC GREEN TECHNOLOGIES INC.
Condensed Consolidated Interim Financial Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
PACIFIC GREEN TECHNOLOGIES INC.
Condensed Consolidated Interim Balance Sheets
(Unaudited)
(Expressed in U.S. dollars)
| |
September 30, 2022 $ | | |
March 31, 2022 $ | |
| |
| | |
| |
Assets | |
| | |
| |
| |
| | |
| |
Cash and cash equivalent | |
| 3,025,506 | | |
| 6,286,468 | |
Short-term investments and amounts in escrow (Note 3) | |
| 1,540,992 | | |
| 1,932,323 | |
Accounts receivable, net of allowance for doubtful accounts of $257,991 and $828,461 at September 30, 2022 and March 31, 2022, respectively | |
| 1,984,066 | | |
| 4,884,101 | |
Other receivable, net of allowance for doubtful accounts of $1,725 and $1,512 at
September 30, 2022 and March 31, 2022, respectively | |
| 136,117 | | |
| 10,599,746 | |
Accrued revenue (Note 8) | |
| 237,475 | | |
| 531,947 | |
Prepaid expenses, parts inventory and advances | |
| 1,600,563 | | |
| 582,063 | |
Prepaid manufacturing costs (Note 8) | |
| 842,959 | | |
| 38,010 | |
Total current assets | |
| 9,367,678 | | |
| 24,854,658 | |
| |
| | | |
| | |
Project under development (Note 6) | |
| 19,172,509 | | |
| 3,855,792 | |
Property and equipment (Note 4) | |
| 964,261 | | |
| 1,166,241 | |
Intangible assets (Note 5) | |
| 6,658,772 | | |
| 7,099,748 | |
Right of use asset | |
| 527,528 | | |
| 739,091 | |
Security deposits and other advances | |
| 927,763 | | |
| 949,644 | |
Total assets | |
| 37,618,511 | | |
| 38,665,174 | |
| |
| | | |
| | |
Liabilities and shareholders’ equity | |
| | | |
| | |
| |
| | | |
| | |
Current liabilities | |
| | | |
| | |
| |
| | | |
| | |
Accounts payable and accrued liabilities (Note 9) | |
| 5,083,979 | | |
| 9,594,787 | |
Warranty provision (Note 11) | |
| 822,120 | | |
| 865,451 | |
Contract liabilities (Note 8) | |
| 10,100,561 | | |
| 8,143,109 | |
Loans payable (Note 10) | |
| 533,324 | | |
| – | |
Current portion of lease obligations (Note 15(a)) | |
| 429,259 | | |
| 472,068 | |
Due to related parties (Note 12) | |
| 73,797 | | |
| 4,250 | |
Total current liabilities | |
| 17,043,040 | | |
| 19,079,665 | |
| |
| | | |
| | |
Long term loans payable (Note 10) | |
| 1,134,102 | | |
| – | |
Non – current portion of lease obligation (Note 15(a)) | |
| 48,585 | | |
| 341,972 | |
Total liabilities | |
| 18,225,727 | | |
| 19,421,637 | |
| |
| | | |
| | |
Stockholders’ equity | |
| | | |
| | |
| |
| | | |
| | |
Preferred stock, 10,000,000 shares authorized, $0.001 par value nil and nil shares issued and outstanding at September 30, 2022 and March 31, 2022, respectively | |
| – | | |
| – | |
Common stock, 500,000,000 shares authorized, $0.001 par value 47,026,886 and 47,026,886 shares issued and outstanding at September 30, 2022 and March 31, 2022, respectively | |
| 47,027 | | |
| 47,027 | |
Additional paid-in capital | |
| 92,456,115 | | |
| 92,429,203 | |
Accumulated other comprehensive income | |
| 1,853,722 | | |
| 2,035,666 | |
Deficit | |
| (91,031,407 | ) | |
| (85,530,306 | ) |
| |
| | | |
| | |
Total stockholders’ equity before treasury stock | |
| 3,325,457 | | |
| 8,981,590 | |
| |
| | | |
| | |
Treasury stock, at cost, 56,162 shares and 56,162 shares at September 30, 2022 and March 31, 2022, respectively | |
| (99,754 | ) | |
| (99,754 | ) |
| |
| | | |
| | |
Total stockholders’ equity | |
| 3,225,703 | | |
| 8,881,836 | |
| |
| | | |
| | |
Noncontrolling interest (Note 7(a) and (b)) | |
| 16,167,081 | | |
| 10,361,701 | |
| |
| | | |
| | |
Total equity | |
| 19,392,784 | | |
| 19,243,537 | |
| |
| | | |
| | |
Total liabilities and stockholders’ equity | |
| 37,618,511 | | |
| 38,665,174 | |
Nature of Operations (Note 1)
Commitments (Note 15)
Subsequent Events (Note 17)
(The accompanying notes are an integral part of
these consolidated financial statements)
PACIFIC GREEN TECHNOLOGIES INC.
Condensed Consolidated Interim Statements of Operations and Comprehensive
Income (Loss)
(Unaudited)
(Expressed in U.S. dollars)
| |
Three Months Ended September 30, 2022 $ | | |
Three Months Ended September 30, 2021
(As restated- Note 2) $ | | |
Six Months Ended September 30, 2022 $ | | |
Six Months Ended September 30, 2021
(As restated- Note 2) $ | |
| |
| | |
| | |
| | |
| |
Sales (Note 8) | |
| | |
| | |
| | |
| |
Products | |
| 699,289 | | |
| – | | |
| 2,354,447 | | |
| 742,291 | |
Services | |
| 496,064 | | |
| 138,536 | | |
| 864,782 | | |
| 719,496 | |
Total revenues | |
| 1,195,353 | | |
| 138,536 | | |
| 3,219,229 | | |
| 1,461,787 | |
Cost of goods sold (Note 8) | |
| | | |
| | | |
| | | |
| | |
Products | |
| 713,040 | | |
| 474,784 | | |
| 1,700,247 | | |
| 1,704,902 | |
Services | |
| 341,640 | | |
| 209,276 | | |
| 582,976 | | |
| 500,167 | |
Total cost of goods sold | |
| 1,054,680 | | |
| 684,060 | | |
| 2,283,223 | | |
| 2,205,069 | |
Gross profit / (loss) | |
| 140,673 | | |
| (545,524 | ) | |
| 936,006 | | |
| (743,282 | ) |
| |
| | | |
| | | |
| | | |
| | |
Expenses | |
| | | |
| | | |
| | | |
| | |
Advertising and promotion | |
| 158,406 | | |
| 148,323 | | |
| 301,673 | | |
| 317,218 | |
Amortization of intangible assets (Note 5) | |
| 662 | | |
| 171,821 | | |
| 1,350 | | |
| 342,944 | |
Bad debts (recovery) / expense | |
| (46,534 | ) | |
| – | | |
| (46,534 | ) | |
| – | |
Depreciation (Note 4) | |
| 49,487 | | |
| 49,777 | | |
| 103,071 | | |
| 99,543 | |
Foreign exchange (gain) / loss | |
| (393,375 | ) | |
| 39,705 | | |
| 104,321 | | |
| 51,578 | |
Management and technical consulting | |
| 315,240 | | |
| 782,701 | | |
| 1,304,324 | | |
| 1,528,254 | |
Office and miscellaneous | |
| 527,307 | | |
| 415,567 | | |
| 990,076 | | |
| 793,830 | |
Operating lease expense (Note 15) | |
| 99,253 | | |
| 120,212 | | |
| 208,990 | | |
| 243,367 | |
Professional fees | |
| 460,635 | | |
| 671,009 | | |
| 747,660 | | |
| 947,678 | |
Research and development | |
| – | | |
| – | | |
| 13,772 | | |
| – | |
Salaries and wage expenses | |
| 1,065,710 | | |
| 1,329,480 | | |
| 2,048,624 | | |
| 2,584,686 | |
Transfer agent and filing fees | |
| 17,043 | | |
| 148,048 | | |
| 30,797 | | |
| 161,223 | |
Travel and accommodation | |
| 208,463 | | |
| 158,502 | | |
| 399,230 | | |
| 224,615 | |
Warranty and related expense / (recovery) (Note 11) | |
| – | | |
| 18,159 | | |
| 181,600 | | |
| (21,648 | ) |
Total expenses | |
| 2,462,297 | | |
| 4,053,304 | | |
| 6,388,954 | | |
| 7,273,288 | |
(Loss) / income before other income (expense) | |
| (2,321,624 | ) | |
| (4,598,828 | ) | |
| (5,452,948 | ) | |
| (8,016,570 | ) |
Other income / (expenses) | |
| | | |
| | | |
| | | |
| | |
Financing interest income | |
| 10,031 | | |
| 195,325 | | |
| 56,300 | | |
| 292,951 | |
Interest (expense) / income and other | |
| (39,360 | ) | |
| 42,318 | | |
| (77,711 | ) | |
| 100,732 | |
Total other (expense) / income | |
| (29,329 | ) | |
| 237,643 | | |
| (21,411 | ) | |
| 393,683 | |
| |
| | | |
| | | |
| | | |
| | |
Net loss for the period before noncontrolling interest | |
| (2,350,953 | ) | |
| (4,361,185 | ) | |
| (5,474,359 | ) | |
| (7,622,887 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net income attributable to noncontrolling interest (Note 7(a) and (b)) | |
| (109,082 | ) | |
| – | | |
| 26,742 | | |
| – | |
| |
| | | |
| | | |
| | | |
| | |
Net loss for the period | |
| (2,241,871 | ) | |
| (4,361,185 | ) | |
| (5,501,101 | ) | |
| (7,622,887 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other comprehensive income | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Foreign currency translation gain / (loss) | |
| 202,891 | | |
| 41,209 | | |
| (181,944 | ) | |
| 217,325 | |
| |
| | | |
| | | |
| | | |
| | |
Comprehensive loss for the period | |
| (2,038,980 | ) | |
| (4,319,976 | ) | |
| (5,683,045 | ) | |
| (7,405,562 | ) |
Net income per share, basic and diluted | |
| (0.05 | ) | |
| (0.09 | ) | |
| (0.12 | ) | |
| (0.16 | ) |
Weight average number of common shares outstanding, basic (1) | |
| 47,339,386 | | |
| 47,316,539 | | |
| 47,339,386 | | |
| 47,309,839 | |
Weight average number of dilutive shares outstanding, diluted | |
| 47,339,386 | | |
| 47,316,539 | | |
| 47,339,386 | | |
| 47,309,839 | |
| (1) | The
period ended September 30, 2022, includes 312,500 (2021 – 312,500) stock options as they are exercisable at any time and for nominal
cash consideration. |
(The accompanying notes are an integral part of
these consolidated financial statements)
PACIFIC GREEN TECHNOLOGIES INC.
Condensed Consolidated Interim Statements of Stockholders Equity
(Unaudited)
(Expressed in U.S. dollars)
| |
Common stock | | |
Additional
Paid-in | | |
Accumulated
Other
Comprehensive | | |
Treasury | | |
Noncontrolling | | |
| | |
Stockholders’ | |
| |
Shares
# | | |
Amount
$ | | |
Capital
$ | | |
Income
$ | | |
Stock
$ | | |
Interest
$ | | |
Deficit
$ | | |
Equity
$ | |
Balance, March 31, 2022 | |
| 47,026,886 | | |
| 47,027 | | |
| 92,429,203 | | |
| 2,035,666 | | |
| (99,754 | ) | |
| 10,361,701 | | |
| (85,530,306 | ) | |
| 19,243,537 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Fair value of options granted (Note 13) | |
| – | | |
| – | | |
| 17,718 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 17,718 | |
Noncontrolling interest ((Note 7(a) and (b)) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 67,571 | | |
| – | | |
| 67,571 | |
Foreign exchange translation loss | |
| – | | |
| – | | |
| – | | |
| (384,835 | ) | |
| – | | |
| – | | |
| – | | |
| (384,835 | ) |
Net loss for the period | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (3,259,230 | ) | |
| (3,259,230 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance June 30, 2022 | |
| 47,026,886 | | |
| 47,027 | | |
| 92,446,921 | | |
| 1,650,831 | | |
| (99,754 | ) | |
| 10,429,272 | | |
| (88,789,536 | ) | |
| 15,684,761 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Fair value of options granted (Note 13) | |
| – | | |
| – | | |
| 9,194 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 9,194 | |
Noncontrolling interest ((Note 7(a) and (b)) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 5,737,809 | | |
| – | | |
| 5,737,809 | |
Foreign exchange translation gain | |
| – | | |
| – | | |
| – | | |
| 202,891 | | |
| – | | |
| – | | |
| – | | |
| 202,891 | |
Net loss for the period | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (2,241,871 | ) | |
| (2,241,871 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance September 30, 2022 | |
| 47,026,886 | | |
| 47,027 | | |
| 92,456,115 | | |
| 1,853,722 | | |
| (99,754 | ) | |
| 16,167,081 | | |
| (91,031,407 | ) | |
| 19,392,784 | |
| |
Common stock | | |
Additional Paid-in | | |
Accumulated Other Comprehensive | | |
| | |
Stockholders’ | |
| |
Shares # | | |
Amount $ | | |
Capital $ | | |
Income $ | | |
Deficit $ | | |
Equity $ | |
Balance, March 31, 2021 | |
| 46,990,565 | | |
| 46,991 | | |
| 92,327,092 | | |
| 892,732 | | |
| (74,777,848 | ) | |
| 18,488,967 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Fair value of options granted (Note 13) | |
| – | | |
| – | | |
| 13,788 | | |
| – | | |
| – | | |
| 13,788 | |
Foreign exchange translation gain | |
| – | | |
| – | | |
| – | | |
| 176,116 | | |
| – | | |
| 176,116 | |
Net loss for the period, as restated | |
| – | | |
| – | | |
| – | | |
| – | | |
| (3,261,703 | ) | |
| (3,261,703 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance June 30, 2021, as restated | |
| 46,990,565 | | |
| 46,991 | | |
| 92,340,880 | | |
| 1,068,848 | | |
| (78,039,551 | ) | |
| 15,417,168 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Fair value of options granted (Note 13) | |
| – | | |
| – | | |
| 13,941 | | |
| – | | |
| – | | |
| 13,941 | |
Shares issued for service | |
| 11,321 | | |
| 11 | | |
| 23,989 | | |
| – | | |
| – | | |
| 24,000 | |
Shares issued on the exercise of stock options | |
| 25,000 | | |
| 25 | | |
| 225 | | |
| – | | |
| – | | |
| 250 | |
Foreign exchange translation gain | |
| – | | |
| – | | |
| – | | |
| 41,209 | | |
| – | | |
| 41,209 | |
Net loss for the period, as restated | |
| – | | |
| – | | |
| – | | |
| – | | |
| (4,361,185 | ) | |
| (4,361,185 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance September 30, 2021, as restated | |
| 47,026,886 | | |
| 47,027 | | |
| 92,379,035 | | |
| 1,110,057 | | |
| (82,400,736 | ) | |
| 11,135,383 | |
(The accompanying notes are an integral part of
these consolidated financial statements)
PACIFIC GREEN TECHNOLOGIES INC.
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited)
(Expressed in U.S. dollars)
| |
Six Months Ended September 30, 2022 | | |
Six Months Ended September 30, 2021 (As restated- Note 2) | |
| |
$ | | |
$ | |
Operating activities | |
| | |
| |
Net loss for the period | |
| (5,501,101 | ) | |
| (7,622,887 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Amortization of intangible assets (Note 5) | |
| 440,084 | | |
| 781,678 | |
Depreciation (Note 4) | |
| 103,071 | | |
| 99,543 | |
Fair value of stock options granted | |
| 26,912 | | |
| 27,729 | |
Financing interest | |
| – | | |
| (292,951 | ) |
Gain / (loss) on unrealized foreign exchange | |
| 741,527 | | |
| (59,013 | ) |
Lease finance charge | |
| – | | |
| 9,453 | |
Operating lease expense (Note 15) | |
| 208,990 | | |
| 243,367 | |
Shares issued for services | |
| – | | |
| 24,000 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Short-term investments and amounts held in trust | |
| 391,331 | | |
| 238,149 | |
Accounts receivable and other receivables | |
| 3,001,963 | | |
| 5,328,353 | |
Accrued revenue | |
| 294,472 | | |
| 1,574,584 | |
Prepaid expenses, parts inventory and advances | |
| (1,018,499 | ) | |
| (816,960 | ) |
Security deposit | |
| 21,881 | | |
| – | |
Lease payments | |
| (249,024 | ) | |
| (273,144 | ) |
Prepaid manufacturing costs | |
| (804,949 | ) | |
| 25,162 | |
Accounts payable and accrued liabilities | |
| (4,510,808 | ) | |
| (11,633,333 | ) |
Warranty provision | |
| (43,331 | ) | |
| (274,464 | ) |
Contract liabilities | |
| 1,957,452 | | |
| 5,434,882 | |
Due to related parties | |
| 69,547 | | |
| (174,837 | ) |
Net cash used in operating activities | |
| (4,870,482 | ) | |
| (7,360,689 | ) |
| |
| | | |
| | |
Investing activities | |
| | | |
| | |
Additions of property and equipment | |
| (9,052 | ) | |
| (29,535 | ) |
Projects under development | |
| (15,316,717 | ) | |
| (235,304 | ) |
Net cash used in investing activities | |
| (15,325,769 | ) | |
| (264,839 | ) |
| |
| | | |
| | |
Financing activities | |
| | | |
| | |
Noncontrolling interest (Note 7(a) and (b)) | |
| 16,167,081 | | |
| – | |
Proceeds from loan facility (Note 10) | |
| 1,667,426 | | |
| – | |
Proceeds on option exercise | |
| – | | |
| 250 | |
Net cash provided by investing activities | |
| 17,834,507 | | |
| 250 | |
| |
| | | |
| | |
Effect of foreign exchange rate changes on cash | |
| (899,218 | ) | |
| 97,547 | |
Change in cash and cash equivalents | |
| (3,260,962 | ) | |
| (7,527,731 | ) |
Cash and cash equivalents, beginning of period | |
| 6,286,468 | | |
| 23,436,417 | |
Cash and cash equivalents, end of period | |
| 3,025,506 | | |
| 15,908,686 | |
(The accompanying notes are an integral part of
these consolidated financial statements)
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
Pacific Green Technologies Inc. (the
“Company”) was incorporated in the state of Delaware, USA on March 10, 1994. The Company is in the business of acquiring,
developing, and marketing environmental technologies, with a focus on emission control technologies.
The condensed consolidated interim
financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed
with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31,
2022. In the opinion of management, the accompanying condensed consolidated interim financial statements reflect all adjustments of a
recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its
cash flows for the periods shown.
The preparation of these condensed
consolidated interim financial statements in accordance with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results
of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
2. |
Significant Accounting Policies |
| (a) | Basis of Presentation |
These consolidated financial statements
and related notes are presented in accordance with accounting principles generally accepted in the United States of America and are expressed
in U.S. dollars. The following accounting policies are consistently applied in the preparation of the consolidated financial statements.
These consolidated financial statements include the accounts of the Company and the following entities:
Pacific Green Innoergy Technologies Ltd. (“Innoergy”) (Formerly Innoergy Ltd.) | | Wholly-owned subsidiary |
Pacific Green Marine Technologies Group Inc. (“PGMG”) | | Wholly-owned subsidiary |
Pacific Green Marine Technologies Inc. (PGMT US) | | Wholly-owned subsidiary of PGMG |
Pacific Green Technologies (UK) Ltd. (Formerly Pacific Green Marine Technologies Ltd.) (“PGTU”) | | Wholly-owned subsidiary of PGMG |
Pacific Green Technologies (Middle East) Holdings Ltd. (“PGTME”) | | Wholly-owned subsidiary |
Pacific Green Technologies Arabia LLC (“PGTAL”) | | 70% owned subsidiary of PGTME |
Pacific Green Marine Technologies (USA) Inc. (inactive) | | Wholly-owned subsidiary of PGMG |
Pacific Green Technologies (Canada) Inc. (“PGT Can”) (Formerly Pacific Green Marine Technologies Inc. | | Wholly-owned subsidiary |
Pacific Green Solar Technologies Inc. (“PGST”) | | Wholly-owned subsidiary |
Pacific Green Corporate Development Inc. (“PGCD”) (formerly Pacific Green Hydrogen Technologies Inc.) | | Wholly-owned subsidiary |
Pacific Green Wind Technologies Inc (“PGWT”) | | Wholly-owned subsidiary |
Pacific Green Technologies International Ltd. (“PGTIL”) | | Wholly-owned subsidiary |
Pacific Green Technologies Asia Ltd.(“PGTA”) | | Wholly-owned subsidiary of PGTIL |
Pacific Green Technologies Engineering Services Limited (Formally Pacific Green Technologies China Ltd. (“PGTESL”) | | Wholly-owned subsidiary of PGTA |
Pacific Green Technologies (Australia) Pty Ltd. (“PGTAPL”) | | Wholly-owned subsidiary of PGTA |
Pacific Green Environmental Technologies (Asia) Ltd. (“PGETA”) | | 50.1% owned subsidiary |
Pacific Green Technologies (Shanghai) Co. Ltd. (“Engin”) (Formerly Shanghai Engin Digital Technology Co. Ltd) | | Wholly-owned subsidiary |
Guangdong Northeast Power Engineering Design Co. Ltd. (“GNPE”) | | Wholly-owned subsidiary of ENGIN |
Pacific Green Energy Parks Inc. (“PGEP”) | | Wholly-owned subsidiary |
Pacific Green Energy Storage Technologies Inc. (“PGEST”) | | Wholly-owned subsidiary of PGEP |
Pacific Green Energy Storage (UK) Ltd. (“PGESU”) (Formerly Pacific Green Marine Technologies Trading Ltd.) | | Wholly-owned subsidiary of PGEP |
Pacific Green Battery Energy Parks 1 Ltd. (“PGBEP”) | | 50% owned subsidiary of PGESU |
Pacific Green Battery Energy Parks 2 Ltd. (“PGBEP2”) | | Wholly-owned subsidiary of PGESU |
Richborough Energy Park Ltd. (“Richborough”) | | Wholly-owned subsidiary of PGBEP |
All inter-company balances and transactions
have been eliminated upon consolidation.
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
2. |
Significant Accounting Policies (continued) |
| (b) | Restatement
of Financial Statements |
In June 2022, while preparing the financial
statements for the year-ending March 31, 2022, the Company identified errors in previously issued unaudited quarterly financial statements.
Refer to Note 2 and Note 22 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K
for the year ended March 31, 2022, for additional information regarding the impact of the restatement on the Company’s unaudited
condensed consolidated statement of operations and certain note presentation.
| - | Revenue and cost of sales has been adjusted to record revenue
on marine scrubber contracts as a single performance obligation recognized over time. |
| - | Cost of sales has been adjusted to include amortization of
certain intangible assets, commission amounts, salaries and wages, and technical consulting costs that had previously been included within
other expense captions in the financial statements. |
The impact on the interim consolidated
statement of cash flows has been reclassified within the operating activities for all periods presented.
CONSOLIDATED STATEMENT OF OPERATIONS
AND COMPREHENSIVE INCOME
| |
Three months ended
September 30, 2021 | | |
Six months ended
September 30, 2021 | |
| |
As Previously Reported | | |
Adjustments | | |
As Restated | | |
As Previously Reported | | |
Adjustments | | |
As Restated | |
| |
$ | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Revenue | |
| 239,381 | | |
| (100,845 | ) | |
| 138,536 | | |
| 2,892,820 | | |
| (1,431,033 | ) | |
| 1,461,787 | |
Cost of goods sold | |
| 106,429 | | |
| 577,632 | | |
| 684,060 | | |
| 1,808,909 | | |
| 396,160 | | |
| 2,205,069 | |
Gross profit / (loss) | |
| 132,952 | | |
| (678,476 | ) | |
| (545,524 | ) | |
| 1,083,911 | | |
| (1,827,194 | ) | |
| (743,283 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Amortization of intangible assets | |
| 391,188 | | |
| (219,367 | ) | |
| 171,821 | | |
| 781,678 | | |
| (438,734 | ) | |
| 342,944 | |
Consulting fees, technical support, and commissions | |
| 991,101 | | |
| (208,400 | ) | |
| 782,701 | | |
| 2,045,454 | | |
| (517,201 | ) | |
| 1,528,253 | |
Salaries and wage expenses | |
| 1,393,514 | | |
| (64,034 | ) | |
| 1,329,480 | | |
| 2,795,494 | | |
| (210,808 | ) | |
| 2,584,686 | |
Operating expenses | |
| 4,545,105 | | |
| (491,801 | ) | |
| 4,053,304 | | |
| 8,440,030 | | |
| (1,166,742 | ) | |
| 7,273,288 | |
Net loss for the period | |
| (4,174,510 | ) | |
| (186,675 | ) | |
| (4,361,185 | ) | |
| (6,962,436 | ) | |
| (660,451 | ) | |
| (7,622,887 | ) |
Comprehensive loss for the period | |
| (4,133,301 | ) | |
| (186,675 | ) | |
| (4,319,976 | ) | |
| (6,745,111 | ) | |
| (660,451 | ) | |
| (7,405,562 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted income / (loss) per share | |
| (0.09 | ) | |
| | | |
| (0.09 | ) | |
| (0.15 | ) | |
| | | |
| (0.16 | ) |
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
2. |
Significant Accounting Policies (continued) |
| (c) | Recent
Accounting Pronouncements |
In June 2016, the FASB issued ASU 2016-13,
Financial Instruments – Credit Losses. The ASU sets forth a “current expected credit loss” (CECL) model which requires
the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience,
current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement
of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. As a smaller reporting
company, this ASU is effective for fiscal years beginning after January 1, 2023, including interim periods within those fiscal years.
The Company is currently assessing the impact of the adoption of this ASU on its Consolidated Financial Statements.
The Company has implemented all new
accounting pronouncements that are in effect and that may impact its consolidated financial statements and management does not believe
that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position
or results of operations.
3. |
Short-term Investments and Amounts in Escrow |
At September 30, 2022, the Company
has a $57,948 (March 31, 2022 - $60,837) Guaranteed Investment Certificate (“GIC”) held as security against a corporate credit
card. The GIC bears interest at 0.5% per annum and matures on December 13, 2022.
At September 30, 2022, the Company’s
solicitor is holding $1,483,044 (March 31, 2022 - $1,871,486) relating to proceeds under customer contracts to be released upon satisfying
performance obligations.
4. |
Property and Equipment |
| |
Cost $ | | |
Accumulated depreciation $ | | |
September 30, 2022 Net carrying value $ | | |
March 31, 2022 Net carrying value $ | |
| |
| | |
| | |
| | |
| |
Building | |
| 918,039 | | |
| (195,542 | ) | |
| 722,497 | | |
| 857,922 | |
Furniture and equipment | |
| 371,425 | | |
| (196,760 | ) | |
| 174,665 | | |
| 202,764 | |
Computer equipment | |
| 15,393 | | |
| (13,995 | ) | |
| 1,398 | | |
| 4,368 | |
Leasehold improvements | |
| 9,963 | | |
| (6,974 | ) | |
| 2,989 | | |
| 19,401 | |
Testing equipment- scrubber system | |
| 132,513 | | |
| (69,801 | ) | |
| 62,712 | | |
| 81,786 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 1,447,333 | | |
| (483,072 | ) | |
| 964,261 | | |
| 1,166,241 | |
For the three and six months ended
September 30, 2022, the Company recorded $49,487 (2021 – $49,777) and $103,071 (2021 – $99,543) in depreciation expense on
property and equipment.
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
| |
Cost $ | | |
Accumulated amortization $ | | |
Cumulative impairment $ | | |
September 30, 2022 Net carrying value $ | | |
March 31, 2022 Net carrying value $ | |
| |
| | |
| | |
| | |
| | |
| |
Patents and technical information | |
| 35,852,556 | | |
| (8,743,147 | ) | |
| (20,457,255 | ) | |
| 6,652,154 | | |
| 7,090,887 | |
Software licensing | |
| 12,830 | | |
| (6,212 | ) | |
| – | | |
| 6,618 | | |
| 8,861 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total | |
| 35,865,386 | | |
| (8,749,359 | ) | |
| (20,457,255 | ) | |
| 6,658,772 | | |
| 7,099,748 | |
For the three and six months ended
September 30, 2022, the Company recorded $220,029 (2021 – $391,188) and $440,084 (2021 – $781,678) in amortization expense
on intangible assets.
For the three and six months ended
September 30, 2022, the Company has allocated $219,367 (2021 - $219,367) and $438,734 (2021 - $438,734) of amortization of patents and
technical information to cost of goods sold. The amount remaining in amortization expense is $662 (2021 - $171,821) and $1,350 (2021
- $342,944) for the three and six months ended September 30, 2022.
Future amortization of intangible assets
is as follows based on fiscal year:
| |
$ | |
| |
| |
2023 | |
| 439,984 | |
2024 | |
| 880,132 | |
2025 | |
| 880,132 | |
2026 | |
| 877,452 | |
2027 | |
| 877,452 | |
Thereafter | |
| 2,703,620 | |
| |
| | |
Total | |
| 6,658,772 | |
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
6. |
Acquisition of Richborough Energy Park Ltd. |
On March 18, 2021, the Company acquired
all the issued and outstanding stock of Richborough Energy Park Ltd., a United Kingdom company in the business of battery energy storage
systems.
The purchase consideration included
cash payments of $681,957 (£494,351) made on March 18, 2021 and three conditional payments of $515,622 (£374,500) each on
specified dates according to the share purchase agreement. The first conditional payment was made in May 2021. The second conditional
payment was made in June 2022. The third and final payment is planned to be made in March 2023.
Total purchase consideration was estimated
at $2,166,452, inclusive of the fair value of the conditional payments, which were considered probable at the acquisition date. The value
attributed to the identifiable assets acquired and liabilities assumed are cash of $1, other net working capital of $535, security deposit
of $164,799, and project under development of $2,001,116. The consideration was allocated on a relative fair value basis to the assets
acquired and liabilities assumed. For the year ended March 31, 2022, additions of $1,854,676 to project under development were recorded.
For the six months ended September 30, 2022, additions of $15,316,717 to project under development were recorded.
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
7. |
Noncontrolling Interest |
| (a) | On March 30, 2022, the Company entered into an agreement with Green Power Reserves Limited (“GPR”),
wherein GPR agreed to make an equity investment of $16.3 million (£13.0 million) for a fifty percent shareholding in Pacific Green
Battery Energy Parks 1 Limited (“PGBEP”). The Company retains control over PGBEP by virtue of holding 65% of the voting rights
and appointing two of the three directors. The Company received $9.4 million (£7.2 million) for the three months ended June 30,
2022 and a further $6.7 million (£5.6 million) for the three months ended September 30, 2022. It will receive the remaining $0.2
million (£0.2 million) demand as project cash requirements demand. |
Details of the
carrying amount of the noncontrolling interests are as follows:
| |
$ | |
| |
| |
Non-redeemable noncontrolling interest, March 31, 2022 | |
| 10,361,701 | |
Noncontrolling interest coupon distribution | |
| 115,240 | |
Net income attributable to noncontrolling interest, June 30, 2022 | |
| 24,464 | |
| |
| | |
Non-redeemable noncontrolling interest, June 30, 2022 | |
| 10,501,405 | |
| |
| | |
Non-redeemable noncontrolling interest contribution | |
| 5,778,638 | |
Noncontrolling interest coupon distribution | |
| – | |
Net loss attributable to noncontrolling interest, September 30, 2022 | |
| (52,921 | ) |
| |
| | |
Non-redeemable noncontrolling interest, September 30, 2022 | |
| 16,227,122 | |
| (b) | On December 2, 2020, the Company signed an agreement with Amr Khashoggi
Trading Company Limited (“Amkest Group”) to incorporate a company in the Kingdom of Saudi Arabia for the sale of Pacific Green’s
environmental technologies within the region. The Company holds 70% interest. The Company incorporated Pacific Green Technologies Arabia
LLC on November 23, 2021. The Company has paid in share capital and loans amounting to $504,849 to fund operational expenses from April
1, 2022. |
Details of the
carrying amount of the noncontrolling interests are as follows:
| |
$ | |
| |
| |
Redeemable noncontrolling interest, March 31, 2022 | |
– | |
Redeemable noncontrolling interest receivable from Amkest Group | |
| (68,253 | ) |
Net loss attributable to noncontrolling interest, June 30, 2022 | |
| (3,880 | ) |
| |
| | |
Redeemable noncontrolling interest, June 30, 2022 | |
| (72,133 | ) |
| |
| | |
Written - off redeemable noncontrolling interest receivable from Amkest Group | |
| 68,253 | |
Net loss attributable to noncontrolling interest, September 30, 2022 | |
| (56,161 | ) |
| |
| | |
Non-redeemable noncontrolling interest, September 30, 2022 | |
| (60,041 | ) |
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
8. |
Sales, Prepaid Manufacturing Costs, Cost of Goods Sold, and Contract Liabilities |
The Company derives revenue from the
sale of products and delivery of services. Revenue disaggregated by type for the three and six months ended September 30, 2022, and 2021
is as follows:
| |
Three Months Ended September 30, 2022 $ | | |
Three Months Ended September 30, 2021 $ | | |
Six Months Ended September 30, 2022 $ | | |
Six Months Ended September 30, 2021 $ | |
| |
| | |
| | |
| | |
| |
Products | |
| 699,289 | | |
| – | | |
| 2,354,447 | | |
| 742,291 | |
Services | |
| 496,064 | | |
| 138,536 | | |
| 864,782 | | |
| 719,496 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 1,195,353 | | |
| 138,536 | | |
| 3,219,229 | | |
| 1,461,787 | |
Revenue from services include specific
services provided to marine scrubber systems as well as design and engineering services for Concentrated Solar Power. Contracts for specific
services provided to marine scrubber systems represent maintenance services. Contracts for Concentrated Solar Power include design and
engineering services provided to clients. Revenue for service contracts is recognized as the services are provided.
Service revenue by type for the three
and six months ended September 30, 2022, and 2021 is as follows:
| |
Three Months Ended September 30, 2022 $ | | |
Three Months Ended September 30, 2021 $ | | |
Six Months Ended September 30, 2022 $ | | |
Six Months Ended September 30, 2021 $ | |
| |
| | |
| | |
| | |
| |
Specific services provided to marine scrubber systems | |
| 362,649 | | |
| 39,674 | | |
| 651,552 | | |
| 408,467 | |
Design and engineering services for Concentrated Solar Power | |
| 133,415 | | |
| 98,862 | | |
| 213,229 | | |
| 311,029 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 496,064 | | |
| 138,536 | | |
| 864,781 | | |
| 719,496 | |
The Company has analyzed its
sales contracts under ASC 606 and has identified that the percentage of completion of the contract often is not directly correlated with
contractual billing terms with customers. As a result of the timing differences between customer
sales invoices and percentage of completion of the contract, contractual assets and contractual liabilities have been recognized.
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
8. |
Sales, Prepaid Manufacturing Costs, Cost of Goods Sold, and Contract Liabilities (continued) |
Changes in the Company’s contract assets and liabilities
for the periods are noted as below:
| |
Accrued Revenue $ | | |
Prepaid Manufacturing Costs $ | | |
Sales (Cost of Goods Sold) $ | | |
Contract Liabilities $ | |
| |
| | |
| | |
| | |
| |
Balance, March 31, 2021 | |
| 1,574,584 | | |
| 1,065,465 | | |
| | | |
| (11,580,894 | ) |
| |
| | | |
| | | |
| | | |
| | |
Customer receipts and receivables | |
| – | | |
| – | | |
| – | | |
| (9,242,318 | ) |
Scrubber sales recognized in revenue | |
| – | | |
| | | |
| 12,680,103 | | |
| 12,680,103 | |
Payments and accruals under contracts | |
| (1,042,637 | ) | |
| 1,478,124 | | |
| – | | |
| – | |
Cost of goods sold recognized in earnings | |
| – | | |
| (2,505,579 | ) | |
| (2,505,579 | ) | |
| – | |
| |
| | | |
| | | |
| | | |
| | |
Balance, March 31, 2022 | |
| 531,947 | | |
| 38,010 | | |
| | | |
| (8,143,109 | ) |
| |
| | | |
| | | |
| | | |
| | |
Customer receipts and receivables | |
| – | | |
| – | | |
| – | | |
| (4,311,899 | ) |
Scrubber sales recognized in revenue | |
| – | | |
| | | |
| 2,354,447 | | |
| 2,354,447 | |
Payments and accruals under contracts | |
| (294,472 | ) | |
| 2,505,196 | | |
| – | | |
| – | |
Cost of goods sold recognized in earnings | |
| – | | |
| (1,700,247 | ) | |
| (1,700,247 | ) | |
| – | |
| |
| | | |
| | | |
| | | |
| | |
Balance, September 30, 2022 | |
| 237,475 | | |
| 842,959 | | |
| | | |
| (10,100,561 | ) |
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
8. |
Sales, Prepaid Manufacturing Costs, Cost of Goods Sold, and Contract Liabilities (continued) |
Cost of goods sold for the period ended
September 30, 2022 and 2021 is comprised as follows:
| |
Three Months Ended September 30, 2022 $ | | |
Three Months Ended September 30, 2021 $ | | |
Six Months Ended September 30, 2022 $ | | |
Six Months Ended September 30, 2021 $ | |
| |
| | |
| | |
| | |
| |
Scrubber costs recognized | |
| 419,736 | | |
| – | | |
| 1,042,901 | | |
| 584,286 | |
Salaries and wages | |
| 23,940 | | |
| 85,623 | | |
| 86,319 | | |
| 250,055 | |
Amortization of intangibles | |
| 219,367 | | |
| 219,367 | | |
| 438,734 | | |
| 438,734 | |
Commission type costs | |
| 49,997 | | |
| 169,794 | | |
| 132,293 | | |
| 431,827 | |
Design and engineering services for CSP | |
| 51,232 | | |
| 16,909 | | |
| 150,200 | | |
| 179,863 | |
Specific services provided to marine scrubber systems | |
| 290,408 | | |
| 192,367 | | |
| 432,776 | | |
| 320,304 | |
Total | |
| 1,054,680 | | |
| 684,060 | | |
| 2,283,223 | | |
| 2,205,069 | |
As of September 30, 2022, Contract liabilities included $8,038,674
(March 31, 2022 - $8,098,009) aggregate cash receipts from one customer relating to nineteen vessels. At March 31, 2021 all nineteen had
been postponed under the terms of a Postponement Agreement dated February 2, 2021, with an option to either proceed or cancel. Under a
subsequent Option Agreement dated August 9, 2021, six of these vessels were contracted by the customer to proceed. None of the total contract
liability at September 30, 2022 relates to these six vessels. The contract liability balance was mainly related to the other thirteen
postponed vessels in the Postponement Agreement, which is due to expire on February 9, 2023. Should the thirteen vessels that are currently
postponed remain as such at the expiry date, since there is no obligation to return the funds to the client, the contract liability would
be recognized as revenue in full at that point in time.
9. |
Accounts Payable and Accrued Liabilities |
| |
September 30, 2022 $ | | |
March 31, 2022 $ | |
| |
| | |
| |
Accounts payable | |
| 1,210,997 | | |
| 757,102 | |
Accrued liabilities | |
| 3,712,301 | | |
| 8,567,795 | |
Loans payable | |
| – | | |
| 55,003 | |
Payroll liabilities | |
| 160,681 | | |
| 214,887 | |
| |
| | | |
| | |
Total short term accounts payable and accrued liabilities | |
| 5,083,979 | | |
| 9,594,787 | |
Long term accounts payable and accrued liabilities | |
| – | | |
| – | |
| |
| | | |
| | |
Balance, end of period | |
| 5,083,979 | | |
| 9,594,787 | |
On June 16, 2022, the Company signed a Facilities
Agreement with Close Leasing Limited, for a total of £28.25 million ($34.90 million) for the Richborough project. This constitutes
a development facility at 4.5% above bank base rate until December 31, 2023. This will then be refinanced to a 5-year term loan, on a
10-year amortization profile. The term loan will bear interest at 4.5% above bank base rate for 20% of the balance, and a fixed rate
of 7.173% for the 5-year period on the remaining 80% of the balance. There is also a revolving credit facility of up to £1.19 million
($1.47 million) available until March 31, 2024.
As
at September 30, 2022, a total of £1,018,594 ($1,134,102) of the development facility had been utilized. This is not repayable
until the development facility has been refinanced into the term facility. Meanwhile a total of £479,005 ($533,324) of the revolving
credit facility was drawn as at September 30, 2022.
As at September 30, 2022, the Company is compliant with all financial
covenants specified in the Facilities Agreement.
| |
September 30, 2022 $ | | |
March 31, 2022 $ | |
| |
| | |
| |
Loans payable | |
| 533,324 | | |
| – | |
Long term loans payable | |
| 1,134,102 | | |
| – | |
Balance, end of period | |
| 1,667,426 | | |
| – | |
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
During the three and six months ended
September 30, 2022, the Company recorded a non-cash warranty expense of $nil (2021 - $18,159) and $181,600 (2021 - warranty recovery of
$21,648) as the Company provides warranties to customers for the design, materials, and installation of scrubber units. Product warranty
is recorded at the time of sale and will be revised based on new information as system performance data becomes available.
A summary of the changes in the warranty costs is shown
below:
| |
September 30, 2022 $ | | |
March 31, 2022 $ | |
| |
| | |
| |
Balance, beginning of period | |
| 865,451 | | |
| 2,425,107 | |
Provision for warranty, net of expirations | |
| 181,600 | | |
| (731,529 | ) |
Warranty recoveries (costs) | |
| (224,931 | ) | |
| (828,127 | ) |
| |
| | | |
| | |
Balance, end of period | |
| 822,120 | | |
| 865,451 | |
12. |
Related Party Transactions |
| (a) | At September 30, 2022, the Company owed $73,797 to (March 31, 2022 – $4,250) companies controlled by a director and officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand. |
|
(b) |
During the three and six months ended September 30, 2022, the Company incurred $206,072 (2021 – $254,240) and $426,910 (2021 – $459,992) in consulting fees, salaries, and commissions to companies controlled by a director of the Company. |
|
(c) |
During the three and six months ended September
30, 2022, the Company incurred $46,289 (2021– $12,750) and $101,154 (2021– $25,500) in consulting fees to a director, or
companies controlled by a director of a Subsidiary of the Company. |
|
(d) |
During the three and six months ended September 30, 2022, the Company incurred $201,072 (2021– $nil) and $505,572 (2021– $nil) in consulting fees to a director, or companies controlled by a director of the Company. |
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
The following table summarizes the continuity of stock options:
|
|
Number of
options |
|
|
Weighted
average
exercise
price
$ |
|
|
Weighted
average
remaining
contractual
life (years) |
|
|
Aggregate
intrinsic
value
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2021 |
|
|
3,302,500 |
|
|
|
1.52 |
|
|
|
0.72 |
|
|
|
2,300,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
125,000 |
|
|
|
1.14 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(25,000 |
) |
|
|
0.01 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(2,865,000 |
) |
|
|
1.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2022 |
|
|
537,500 |
|
|
|
0.56 |
|
|
|
1.43 |
|
|
|
170,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2022 |
|
|
537,500 |
|
|
|
0.56 |
|
|
|
0.95 |
|
|
|
227,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2022, vested and exercisable |
|
|
512,500 |
|
|
|
0.55 |
|
|
|
0.89 |
|
|
|
225,463 |
|
Additional information regarding stock
options outstanding as at September 30, 2022 is as follows:
Issued and Outstanding |
|
Number of shares |
|
|
Weighted average
remaining contractual
life (years) |
|
|
Exercise price
$ |
|
|
|
|
|
|
|
|
|
312,500 |
|
|
|
0.25 |
|
|
|
0.01 |
|
25,000 |
|
|
|
0.29 |
|
|
|
2.26 |
|
25,000 |
|
|
|
1.29 |
|
|
|
1.03 |
|
50,000 |
|
|
|
1.5 |
|
|
|
1.50 |
|
25,000 |
|
|
|
2.30 |
|
|
|
0.90 |
|
20,000 |
|
|
|
2.46 |
|
|
|
1.20 |
|
40,000 |
|
|
|
2.46 |
|
|
|
1.20 |
|
40,000 |
|
|
|
2.84 |
|
|
|
1.20 |
|
537,500 |
|
|
|
|
|
|
|
|
|
The estimated fair value of the stock
options was being recorded over the requisite service period to vesting. For the three and six months ended September 30, 2022, the fair
value of $9,194 (2021 - $13,941) and $26,912 (2021 - $27,729) was recorded as salaries expense.
The fair values were estimated using
the Black-Scholes option pricing model assuming no expected dividends or forfeitures and the following weighted average assumptions:
| |
Three and Six Months Ended September 30, 2022 | |
| |
| |
Risk-free interest rate | |
| 1.90 | % |
Expected life (in years) | |
| 3.12 | |
Expected volatility | |
| 129 | % |
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
14. |
Segmented Information |
The Company is located and operates
in North America and its subsidiaries are primarily located and operating in Europe and Asia.
| |
September 30, 2022 | |
| |
North America $ | | |
Europe $ | | |
Asia $ | | |
Total $ | |
| |
| | |
| | |
| | |
| |
Property and equipment | |
| 69,582 | | |
| 170,784 | | |
| 723,895 | | |
| 964,261 | |
Intangible Assets | |
| 6,652,154 | | |
| – | | |
| 6,618 | | |
| 6,658,772 | |
Right of use assets | |
| – | | |
| 380,696 | | |
| 146,832 | | |
| 527,528 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| 6,721,736 | | |
| 551,480 | | |
| 877,345 | | |
| 8,150,561 | |
| |
March 31, 2022 | |
| |
North America $ | | |
Europe $ | | |
Asia $ | | |
Total $ | |
| |
| | |
| | |
| | |
| |
Property and equipment | |
| 105,599 | | |
| 198,352 | | |
| 862,290 | | |
| 1,166,241 | |
Intangible Assets | |
| 7,090,887 | | |
| – | | |
| 8,861 | | |
| 7,099,748 | |
Right of use assets | |
| 10,462 | | |
| 532,976 | | |
| 195,653 | | |
| 739,091 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| 7,206,948 | | |
| 731,328 | | |
| 1,066,804 | | |
| 9,005,080 | |
| |
Three months ended September 30, 2022 | |
| |
North America $ | | |
Europe $ | | |
Asia $ | | |
South America $ | | |
Total $ | |
| |
| | |
| | |
| | |
| | |
| |
Revenues by customer region | |
| 810 | | |
| 253,286 | | |
| 917,564 | | |
| 23,693 | | |
| 1,195,353 | |
COGS by customer region | |
| 541 | | |
| 169,204 | | |
| 880,512 | | |
| 4,423 | | |
| 1,054,680 | |
Gross Profit by customer region | |
| 269 | | |
| 84,082 | | |
| 37,052 | | |
| 19,270 | | |
| 140,673 | |
GP% by customer region | |
| 33 | % | |
| 33 | % | |
| 4 | % | |
| 81 | % | |
| 12 | % |
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
| |
Three months ended September 30, 2021 | |
| |
Europe $ | | |
Asia $ | | |
South America $ | | |
Total $ | |
| |
| | |
| | |
| | |
| |
Revenues by customer region | |
| 35,544 | | |
| 45,992 | | |
| 57,000 | | |
| 138,536 | |
COGS by customer region | |
| 647,125 | | |
| 19,916 | | |
| 17,019 | | |
| 684,060 | |
Gross Profit by customer region | |
| (611,581 | ) | |
| 26,076 | | |
| 39,981 | | |
| (545,524 | ) |
GP% by customer region | |
| -1721 | % | |
| 57 | % | |
| 70 | % | |
| -394 | % |
| |
Six months ended September 30, 2022 | |
| |
North America $ | | |
Europe $ | | |
Asia $ | | |
South America $ | | |
Total $ | |
| |
| | |
| | |
| | |
| | |
| |
Revenues by customer region | |
| 20,483 | | |
| 2,157,780 | | |
| 1,012,272 | | |
| 28,694 | | |
| 3,219,229 | |
COGS by customer region | |
| 10,236 | | |
| 1,279,280 | | |
| 985,451 | | |
| 8,256 | | |
| 2,283,223 | |
Gross Profit by customer region | |
| 10,247 | | |
| 878,500 | | |
| 26,821 | | |
| 20,438 | | |
| 936,006 | |
GP% by customer region | |
| 50 | % | |
| 41 | % | |
| 3 | % | |
| 71 | % | |
| 29 | % |
| |
Six months ended September 30, 2021 | |
| |
Europe $ | | |
Asia $ | | |
South America $ | | |
Total $ | |
| |
| | |
| | |
| | |
| |
Revenues by customer region | |
| 1,141,685 | | |
| 165,602 | | |
| 154,500 | | |
| 1,461,787 | |
COGS by customer region | |
| 2,003,465 | | |
| 155,477 | | |
| 46,127 | | |
| 2,205,069 | |
Gross Profit by customer region | |
| (861,780 | ) | |
| 10,125 | | |
| 108,373 | | |
| (743,282 | ) |
GP% by customer region | |
| -75 | % | |
| 6 | % | |
| 70 | % | |
| -51 | % |
For the three and six months ended
September 30, 2022, 59% (2021 – 88%) and 61% (2021 – 21%) of the Company’s revenues were derived from the largest customer.
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
|
(a) |
The Company’s subsidiaries have entered into two long-term operating leases for office premises in London, United Kingdom, and Shanghai, China. These lease assets are categorized as right of use assets under ASU No. 2016-02. |
Long-term
premises lease |
|
Lease
commencement |
|
Lease
expiry |
|
Term
(years) |
|
Discount rate* |
|
|
|
|
|
|
|
|
|
London, United Kingdom |
|
April 1, 2019 |
|
December 25, 2023 |
|
3.75 |
|
4.50% |
Shanghai, China |
|
March 1, 2020 |
|
May 31, 2025 |
|
5.25 |
|
4.65% |
* |
The Company determined the discount rate with reference to mortgages of similar tenure and terms. |
Operating lease assets and operating
lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement
date. As the Company’s operating lease does not provide an implicit rate, the discount rate used to determine the present value
of the lease payments is the collateralized incremental borrowing rate based on the remaining lease term. The operating lease asset excludes
lease incentives. The operating leases do not contain an option to extend or terminate the lease term at the Company’s discretion,
therefore no probable renewal has been added to the expiry date when determining lease term. Operating lease expense is recognized on
a straight-line basis over the lease term.
Lease cost for the three and six months
are summarized as follows:
| |
Three Months Ended September 30, 2022 $ | | |
Three Months Ended September 30, 2021 $ | | |
Six Months Ended September 30, 2022 $ | | |
Six Months Ended September 30 2021 $ | |
Operating lease expense * | |
| 99,253 | | |
| 120,212 | | |
| 208,990 | | |
| 243,367 | |
* |
Including right of use amortization and imputed interest. Lease payments include maintenance, operating expense, and tax. |
The Company has entered into premises lease agreements with
minimum annual lease payments expected over the remaining three fiscal years of the lease as follows:
| |
$ | |
| |
| |
2023 | |
| 293,596 | |
2024 | |
| 144,210 | |
2025 | |
| 49,098 | |
Total future minimum lease payments | |
| 486,904 | |
Imputed interest | |
| (9,060 | ) |
Operating lease obligations | |
| 477,844 | |
| (b) | On July 14, 2017, the Company entered into a new memorandum of understanding to establish a new joint venture company in China with a non-related party (the “Supplier”) wherein the Supplier would receive and process orders, manufacture, and install products for the Company’s customers. In return, the Company agreed to design the product, provide strategic pricing, sales and marketing direction, as well as provide technology licenses and technical support (the “Technology”) to the Supplier. During the term of the agreement, the Company will provide the Supplier with a non-transferrable right and license to use the Technology to manufacture and install the product within the Asia and Russia region. The parties will fund the venture proportionately, 50.1% by the Company and 49.9% by the Supplier, and excess operating cash flows will be distributed on a quarterly basis. Neither party have funded the joint venture to date and there has been no revenue and expense associated with it. |
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
The majority of our revenues from international
sales are invoiced from and collected by our U.S. entity and recognized as a component of income before taxes in the United States as
opposed to a foreign jurisdiction. The components of income before income taxes by U.S. and foreign jurisdictions were as follows:
| |
September 30, 2022 $ | | |
September 30, 2021 $ | |
| |
| | |
| |
United States | |
| (3,394,876 | ) | |
| (6,683,565 | ) |
Foreign | |
| (2,106,225 | ) | |
| (939,322 | ) |
| |
| | | |
| | |
Net loss before taxes | |
| (5,501,101 | ) | |
| (7,622,887 | ) |
The following table reconciles the
income tax expense (benefit) at the statutory rates to the income tax (benefit) at the Company’s effective tax rate.
| |
September 30, 2022 $ | | |
September 30 2021 $ | |
| |
| | |
| |
Net loss before taxes | |
| (5,501,101 | ) | |
| (7,622,887 | ) |
Statutory tax rate | |
| 21 | % | |
| 21 | % |
| |
| | | |
| | |
Expected income tax recovery | |
| (1,155,231 | ) | |
| (1,600,806 | ) |
Permanent differences and other | |
| 40,258 | | |
| 18,541 | |
Foreign tax rate difference | |
| 1,907 | | |
| (33,116 | ) |
Change in valuation allowance | |
| 1,113,066 | | |
| 1,613,381 | |
| |
| | | |
| | |
Income tax provision | |
| – | | |
| – | |
| |
| | | |
| | |
Current | |
| – | | |
| – | |
Deferred | |
| – | | |
| – | |
| |
| | | |
| | |
Income tax provision | |
| – | | |
| – | |
At September 30, 2022, the Company
is current with statutory corporate income tax filings. Certain of the amounts presented above are based on estimates and what management
believes are prudent filing positions. The actual losses available could differ from these estimates upon assessment and review by taxation
authorities. U.S. federal and state income tax returns filed by us remain subject to examination for income tax years 2013 and subsequent.
Canadian federal and provincial income tax returns filed by us remain subject to examination for income tax years
2018 and subsequent. Income tax returns associated with our operations located in the United Kingdom and China are subject to examination
for income tax years 2017 and subsequent.
Tax positions are evaluated for recognition
using a more-likely than-not recognition threshold, and those tax positions eligible for recognition are measured as the
largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority
that has full knowledge of all relevant information.
The Company estimates that is has accumulated
estimated net operating losses of approximately $28.6 million which were incurred mainly in the U.S, and which don’t begin to expire
until 2033. In addition, the Company estimates that it has approximately $4.6 million in losses available in the United Kingdom.
Historical losses in the U.S., are subject to limitations on use due to deemed changes in control for tax purposes. This impacts the timing
and opportunity to use certain losses.
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial
Statements
September 30, 2022
(Unaudited)
(Expressed in U.S. dollars)
17. |
Subsequent Events
|
|
|
|
Funding arrangements |
| (a) | Between November 5 and November 7, 2022, a wholly owned United Kingdom
subsidiary of the Company (Pacific Green Energy Parks (UK) Limited) executed five individual loan agreements, each for £100,000
and an aggregate of £500,000 (approximately $570,000) with counterparties resident in Australia, one of which is an entity related
to Mr. Alexander Shead, independent director of the Company and all of which were arranged by Mr. Alexander Shead. The funds were received
by the UK subsidiary between November 7 and November 14, 2022. |
| (b) | On November 8, 2022, a wholly owned United Kingdom subsidiary of the
Company (Pacific Green Energy Parks (UK) Limited) executed a loan agreement for $226,000 with an entity resident in the USA which is related
to Mr. Peter Rossbach, independent director of the Company. The funds were received by the UK subsidiary on November 9, 2022. |
Board
of directors and audit committee
|
(c) |
Effective November 14, 2022, Eric Prouty resigned as a non-executive
director from board of directors of the Company. Mr. Prouty’s resignation did not result from any disagreement with the Company
regarding our policies, practices, or otherwise. Simultaneously, Mr Prouty resigned as chair of the audit committee. On November 18, 2022,
Mr. Alexander Shead was appointed interim chair of the audit committee. |
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
This quarterly report contains forward-looking
statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”,
“believes”, “estimates”, “predicts”, “potential” or “continue” or the negative
of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties
and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s
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.
Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
Our financial statements are stated in United
States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this quarterly report, unless otherwise specified,
all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares
in our capital stock.
As used in this quarterly report and unless otherwise
indicated, the terms “we”, “us”, “our”, the “Company”, and “our company” mean
Pacific Green Technologies Inc., a Delaware corporation, and our wholly owned subsidiaries, (1) Pacific Green Innoergy Technologies Ltd.,
a United Kingdom company, (2) Pacific Green Marine Technologies Group Inc., a Delaware corporation, (3) Pacific Green Marine Technologies
Inc., a Delaware corporation, (4) Pacific Green Technologies (UK) Ltd. (Formerly Pacific Green Marine Technologies Ltd.), a United Kingdom
company, (5) Pacific Green Technologies (Middle East) Holdings Ltd., a United Arab Emirates company, (6) Pacific Green
Technologies Arabia LLC, 70% owned, a Kingdom of Saudi Arabia company, (7) Pacific Green Marine Technologies (USA) Inc., a Delaware corporation
(inactive), (8) Pacific Green Technologies (Canada) Inc. (Formerly Pacific Green Marine Technologies Inc.), a Canadian corporation, (9)
Pacific Green Solar Technologies Inc., a Delaware corporation, (10) Pacific Green Corporate Development Inc. (formerly Pacific
Green Hydrogen Technologies Inc.), a Delaware corporation, (11) Pacific Green Wind Technologies Inc., a Delaware corporation, (12) Pacific
Green Technologies International Ltd., a British Virgin Islands company, (13) Pacific Green Technologies Asia Ltd., a Hong Kong company,
(14) Pacific Green Technologies Engineering Services Limited (Formally Pacific Green Technologies China Ltd.), a Hong Kong company, (15)
Pacific Green Technologies (Australia) Pty Ltd., an Australia company, (16) Pacific Green Environmental Technologies (Asia) Ltd., 50.1%
owned, a Chinese company, (17) Pacific Green Technologies (Shanghai) Co. Ltd. (Formerly Shanghai Engin Digital Technology Co. Ltd.), a
Chinese company, (18) Guangdong Northeast Power Engineering Design Co. Ltd., a Chinese company, (19) Pacific Green Energy Parks Inc.,
a Delaware corporation, (20) Pacific Green Energy Storage Technologies Inc., a Delaware corporation, (21) Pacific Green Energy Storage
(UK) Ltd. (Formerly Pacific Green Marine Technologies Trading Ltd.), a United Kingdom company, (22) Pacific Green Battery Energy Parks
1 Ltd., 50% owned, a United Kingdom company, (23) Pacific Green Battery Energy Parks 2 Ltd., a United Kingdom company, (24) Richborough
Energy Park Ltd., 50% owned, a United Kingdom company, unless otherwise indicated.
Corporate History
Our company was incorporated in Delaware on March
10, 1994, under the name of Beta Acquisition Corp. In September 1995, we changed our name to In-Sports International, Inc. In August 2002,
we changed our name from In-Sports International, Inc. to ECash, Inc. In 2007, due to limited financial resources, we discontinued our
operations. Over the course of the ensuing five years, we sought out new business opportunities.
On June 13, 2012, we changed our name to Pacific
Green Technologies Inc. and effected a reverse split of our common stock following which we had 27,002 shares of common stock outstanding
with $0.001 par value.
Effective December 4, 2012, we filed with the
Delaware Secretary of State a Certificate of Amendment of Certificate of Incorporation, wherein we increased our authorized share capital
to 510,000,000 shares of stock as follows:
|
● |
500,000,000 shares of common stock with a par value of $0.001; and |
|
|
|
|
● |
10,000,000 shares of preferred stock with a par value of $0.001. |
The increase of authorized capital was approved
by our board of directors on July 1, 2012 and by a majority of our stockholders by a resolution dated July 1, 2012.
Original Strategy and Recent Business
Since 2012, the Company has focused on marketing,
developing and acquiring technologies designed to improve the environment by reducing pollution. The Company has acquired technologies,
patents and intellectual property from EnviroTechnologies Inc. through share transfer, assignment and representation agreements entered
into during 2012 and 2013. Following those acquisitions, management has expanded the registration of intellectual property rights around
the world and pursued opportunities globally for the development and marketing of the emission control technologies.
Working with a worldwide network of agents to
market the ENVI-Systems™ emission control technologies, the Company has focused on three applications of the technology:
ENVI-Marine TM
Diesel exhaust from ships, ferries and tankers
includes ash and soot as particulate components and sulfur dioxide as an acid gas. Testing has been conducted on diesel shipping to confirm
the application of seawater as a neutralizing agent for sulfur emissions as well as capturing particulate matter. In addition to marine
applications, these tests also showed applicability of the system for large displacement engines such as stationary generators, compressors,
container handling, heavy construction and mining equipment.
ENVI-Pure TM
Increasing legislation relating to landfill of
municipal solid waste has led to the emergence of increasing numbers of waste to energy plants (“WtE”). A WtE plant
obviates the need for landfill, burning municipal waste for conversion to electricity. A WtE plant is typically 45-100MW. The ENVI-Clean™
system is particularly suited to WtE as it cleans multiple pollutants in a single system.
ENVI-Clean TM
EnviroTechnologies Inc. has successfully conducted
sulfur dioxide demonstration tests at the American Bituminous Coal Partners power plant in Grant Town, West Virginia. The testing achieved
a three test average of 99.3% removal efficiency. The implementation of US Clean Air regulations in July 2010 has created additional demand
for sulfur dioxide removal in all industries emitting sulfur pollution. Furthermore, China consumes approximately one half of the world’s
coal, but introduced measures designed to reduce energy and carbon intensity in its 12th Five Year Plan. Applications include regional
power facilities and heating for commercial buildings and greenhouses. Typical applications range in size from 1 to 20 megawatts (MW)
with power generation occupying the larger end of the range. The ENVI-Clean™ system removes most of the sulfur dioxide, particulate
matter, greenhouse gases and other hazardous air pollutants from the flue gases produced by the combustion of coal, biomass, municipal
solid waste, diesel and other fuels.
Vision & Strategy
Pacific Green envisions a world of rapidly growing
demand for renewable energy technological solutions to address the challenges presented by a changing climate. Having achieved success
in marine emission control technologies we have now diversified our business to provide turnkey and scalable end-to-end environmental
and renewable technology solutions in the energy sector. Our technological platform now has three main divisions:
|
● |
Emission Control Systems (“ECS”); |
|
● |
Concentrated Solar Power (“CSP”); and |
|
● |
Battery Energy Storage Systems (“BESS”); |
In all the above areas, Pacific Green plans to
execute this vision by a dual strategy of equipment sales and proactive infrastructure development and ownership, each is led by acquisitions
of technology capabilities and project investment opportunities, highlighted to date by the following events:
|
● |
on December 20, 2019, the Company closed the acquisition of Shanghai Engin Digital Technology Co. Ltd. (“Engin”) a solar design, development and engineering company. Engin is a design and engineering business focused primarily on CSP, desalination and waste to energy technologies. Engin’s CSP reference plants in China comprise over 150MW and we are now in talks to provide CSP alongside future ammonia and hydrogen production facilities in Asia and South America; |
|
● |
on October 20, 2020, the Company closed the acquisition of Innoergy Limited (“Innoergy”), a UK based designer of BESS whose clients included Osaka Gas Co. Ltd, in Japan, and Limejump Limited in the UK, a subsidiary of Shell plc. The acquisition underpins our entry into the BESS market; and |
|
● |
on March 18, 2021, the Company acquired Richborough Energy Park Limited (“Richborough”), a BESS development project to deliver 100MW of energy in Kent, UK. |
In support of this dual strategy, we have adopted
a Human Resource Strategy that seeks to hire the best talent in the core areas of our business. Our hiring plan includes the addition
of sales and project execution specialists.
Strategic Partnerships
Pacific Green has forged global partnerships with
private and state-owned energy providers and owners. This strategic alignment with leading energy industry platforms empowers Pacific
Green to provide quickly scalable solutions in the core areas of our business, to gather unique insights on cutting-edge trends and leverage
recurring revenue opportunities that enable us to cross-sell products and services.
The Company has entered into several partnership
and framework agreements in the core areas of our business.
Concentrated Solar Power (“CSP”)
On December 23, 2019, the Company entered
into a International Strategic Alliance Agreement with (1) Beijing Shouhang IHW Resources Saving Technology Company Ltd. (“Shouhang”),
a company listed on the Shenzhen Stock Exchange in China, and (2) PowerChina.
The Strategic Alliance Agreement provides
for the development of CSP plants whereby (1) the Company provides the Intellectual Property, the technical know-how, design and engineering,
(2) Shouhang, with annual revenues of approximately USD$157 million, provides manufacturing of the solar field and molten salt tank services,
and (3) PowerChina provides the EPC role worldwide.
Battery Energy Storage Systems (“BESS”)
On January 14, 2021, the Company signed
a framework agreement with Shanghai Electric Gotion New Energy Technology Co., Ltd (“SEG”). The agreement provides for the
supply of lithium-ion BESS. SEG is a joint-venture between Shanghai Electric Group Co., Ltd. (“Shanghai Electric”) and Guoxuan
High-tech Co., Ltd. With multiple production facilities and a long-established history in technology manufacturing and supply-chain management,
SEG is well-positioned to provide lithium-ion BESS technology around the world. Shanghai Electric has operating revenues in excess of
USD$20bn.
On March 18, 2021, the Company signed
a framework agreement with TUPA Energy Limited (“TUPA”) to gain exclusive rights to 1.1GW of BESS projects in the UK. TUPA
is a UK based company with expertise in planning, grid connections and land acquisition. The Company has to date executed 100MW in relation
to the Richborough Energy Park project.
In addition to supply agreements, on December
2, 2020, the Company signed a joint venture and marketing agreement with AMKEST to assist with the promotion of the Company’s core
business platform in the Kingdom of Saudi Arabia and the wider Middle East. Amkest Group is overseen by its founder, Amr Khashoggi, who
holds board positions in numerous influential companies and government bodies across the Kingdom and is currently serving as Strategic
Advisor to the Kingdom’s prominent new development city, King Abdullah Economic City (KAEC). Amkest Group’s leadership team
is led by Chief Executive Officer, Salman Alireza, whose background includes various founding, executive and director-level positions
in the business development sector within the Kingdom of Saudi Arabia, in addition to an MBA from London Business School.
Results of Operations
The following summary of our results of operations
should be read in conjunction with our unaudited interim financial statements for the three and six months ended September 30, 2022, and
2021.
Revenue for the three and six months ended September 30, 2022 was $1,195,353
and $3,219,229 versus $138,536 and $1,461,787 for the three and six months ended September 30, 2021. The Company’s revenues were
mainly derived from the sale of marine scrubber units and related services. During the three months ended September 30, 2022, the Company
was in the process of commissioning 2 (2021 – nil) marine scrubber units which contributed to revenue of $699,289 (2021 –
$nil). In February 2021, a major client deferred 32 marine scrubber units. Of these, 6 units have proceeded (2 commissioned in year ended
March 31, 2022 and 4 commissioned in quarter ended June 30, 2022), while 13 were cancelled. The remainder are still postponed with an
option to either proceed or cancel, which expires on February 9, 2023. During the three and six months ended September 30, 2022, revenue
from services, including specific services performed in the marine business sector and design and engineering services in the solar business
sector, was $496,064 and $864,781 as compared to $138,536 and $719,496 for the three and six months ended September 30, 2021.
During the six months ended September 30, 2022,
the gross profit margin for products and services were 28% (2021- negative 130%) and 33% (2021- 30%), respectively. The gross profit margin
for products increased in 2022 because of higher contract value and consistent cost of goods sold for marine scrubbers delivered in 2022.
Overall, the gross profit margin for the six months ended September 30, 2022 was approximately 29% (2021 – negative 51%).
Expenses for the three and six months ended September
30, 2022, were $2,462,297 and $6,388,954 as compared to $4,053,304 and $7,273,288 for the three and six months ended September 30, 2021.
Management and technical consulting fees increased due to increased activity in business development and the management of the BESS development.
Management and technical consulting fees were comprised of fees paid to our directors, officers and advisors for business development
efforts and advisory services. Office-based costs, travel expenses, and professional fees also increased due to increased business activities.
Additionally, the delivery of units resulted in warranty provision being recorded for possible maintenance and claim issues within a prescribed
period. For the three and six months period, the Company recorded a warranty expense of $nil (2021 – $18,159) and $181,600 (2021
– warranty expense recovery of $21,648) as a result of nil (2021 – nil) and 4 (2021 – 2) vessels being commissioned
and commencing their warranty period. The impact of various international factors on foreign exchange rates caused fluctuations which
saw the Company’s foreign exchange losses increase significantly.
The three and six months ended September 30, 2022,
our company recorded a net loss of $2,393,250 ($0.05 per share) and $5,652,480 ($0.12 per share) as compared to net loss of $4,361,184
($0.09 per share) and $7,622,887 ($0.16 per share) for the three and six months ended September 30, 2021.
Our financial results for the three months ended
September 30, 2022 and 2021 are summarized as follows:
| |
Three Months Ended | | |
Six Months Ended | |
| |
September 30, | | |
September 30, | |
| |
2022 $ | | |
2021
(As restated-
Note 2) $ | | |
2022 $ | | |
2021
(As restated-
Note 2) $ | |
Revenues | |
| | |
| | |
| | |
| |
Products | |
| 699,289 | | |
| – | | |
| 2,354,447 | | |
| 742,291 | |
Services | |
| 496,064 | | |
| 138,536 | | |
| 864,782 | | |
| 719,496 | |
Total revenues | |
| 1,195,353 | | |
| 138,536 | | |
| 3,219,229 | | |
| 1,461,787 | |
Cost of goods sold | |
| | | |
| | | |
| | | |
| | |
Products | |
| 713,040 | | |
| 474,784 | | |
| 1,700,247 | | |
| 1,704,902 | |
Services | |
| 341,640 | | |
| 209,276 | | |
| 582,976 | | |
| 500,167 | |
Total cost of goods sold | |
| 1,054,680 | | |
| 684,060 | | |
| 2,283,223 | | |
| 2,205,069 | |
Gross profit | |
| 140,673 | | |
| (545,524 | ) | |
| 936,006 | | |
| (743,282 | ) |
| |
| | | |
| | | |
| | | |
| | |
Expenses | |
| | | |
| | | |
| | | |
| | |
Advertising and promotion | |
| 158,406 | | |
| 148,323 | | |
| 301,673 | | |
| 317,218 | |
Amortization of intangible assets | |
| 662 | | |
| 171,821 | | |
| 1,350 | | |
| 342,944 | |
Bad debts (recovery) / expense | |
| (46,534 | ) | |
| – | | |
| (46,534 | ) | |
| – | |
Depreciation | |
| 49,487 | | |
| 49,777 | | |
| 103,071 | | |
| 99,543 | |
Foreign exchange (gain) / loss | |
| (393,375 | ) | |
| 39,705 | | |
| 104,321 | | |
| 51,578 | |
Management and technical consulting | |
| 315,240 | | |
| 782,701 | | |
| 1,304,324 | | |
| 1,528,254 | |
Office and miscellaneous expense | |
| 527,307 | | |
| 415,567 | | |
| 990,076 | | |
| 793,830 | |
Operating lease expense | |
| 99,253 | | |
| 120,212 | | |
| 208,990 | | |
| 243,367 | |
Professional fees | |
| 460,635 | | |
| 671,009 | | |
| 747,660 | | |
| 947,678 | |
Research and development | |
| – | | |
| – | | |
| 13,772 | | |
| – | |
Salaries and wages | |
| 1,065,710 | | |
| 1,329,480 | | |
| 2,048,624 | | |
| 2,584,686 | |
Transfer agent and filing fees | |
| 17,043 | | |
| 148,048 | | |
| 30,797 | | |
| 161,223 | |
Travel and accommodation | |
| 208,463 | | |
| 158,502 | | |
| 399,230 | | |
| 224,615 | |
Warranty and related expense / (recovery) | |
| – | | |
| 18,159 | | |
| 181,600 | | |
| (21,648 | ) |
| |
| | | |
| | | |
| | | |
| | |
Total expenses | |
| 2,462,297 | | |
| 4,053,304 | | |
| 6,388,954 | | |
| 7,273,288 | |
| |
| | | |
| | | |
| | | |
| | |
Other income / (expense) | |
| | | |
| | | |
| | | |
| | |
Financing interest income | |
| 10,031 | | |
| 195,325 | | |
| 56,300 | | |
| 292,951 | |
Interest (expense) / income and other | |
| (39,360 | ) | |
| 42,318 | | |
| (77,711 | ) | |
| 100,732 | |
| |
| | | |
| | | |
| | | |
| | |
Net loss for the period before noncontrolling interest | |
| (2,350,953 | ) | |
| (4,361,185 | ) | |
| (5,474,359 | ) | |
| (7,622,887 | ) |
Share of income attributable to noncontrolling interest | |
| (109,082 | ) | |
| – | | |
| 26,742 | | |
| – | |
| |
| | | |
| | | |
| | | |
| | |
Net loss for the period | |
| (2,241,871 | ) | |
| (4,361,185 | ) | |
| (5,501,101 | ) | |
| (7,622,887 | ) |
Liquidity and Capital Resources
Working Capital
| |
September 30, 2022 $ | | |
March 31, 2022 $ | |
Current assets | |
| 9,367,678 | | |
| 24,854,658 | |
Current liabilities | |
| 17,043,040 | | |
| 19,079,665 | |
| |
| | | |
| | |
Working capital (deficit) | |
| (7,675,362 | ) | |
| 5,774,993 | |
Cash Flows
| |
Six Months
Ended
September 30, 2022 $ | | |
Six Months
Ended
September 30, 2021 $ | |
Net cash used in operating activities | |
| (4,870,482 | ) | |
| (7,360,689 | ) |
Net cash used in investing activities | |
| (15,325,769 | ) | |
| (264,839 | ) |
Net cash provided by financing activities | |
| 17,834,507 | | |
| 250 | |
Effect of exchange rate changes on cash | |
| (899,218 | ) | |
| 97,547 | |
| |
| | | |
| | |
Net change in cash and cash equivalents | |
| (3,260,962 | ) | |
| (7,527,731 | ) |
As of September 30, 2022, we had $3,025,506 in
cash and cash equivalents, $9,367,678 in total current assets, $17,043,040 in total current liabilities and a working capital deficit
of $7,675,362 compared to working capital of $5,774,993 as at March 31, 2022. The Company’s working capital reduced due to reduction
of receivables.
During the six months ended September 30, 2022,
we used $4,870,482 in operating activities, whereas we used $7,360,689 from operating activities for the three months period ended September
30, 2021. The operating cash flow for the six months ended September 30, 2022, was mainly resulted from increased sales and collection
of payments.
During the six months ended September 30, 2022,
we used $15,325,769 in investing activities, whereas we used $264,839 in investing activities during the three months ended September 30,
2021. Our investing activities for the three months ended September 30, 2022, were primarily related to additions of project under development
and equipment.
During the six months ended September 30, 2021,
we received $17,834,507 in financing activities, whereas we received $250 in financing activities for the six months ended September 30,
2020. Our financing activities for the six months ended September 30, 2022, were related to cash contribution from noncontrolling interest.
Anticipated Cash Requirements
We do not anticipate requiring additional funds
to fund our forecast normal operating expenditure over the next 12 months. We do require funds to construct our first BESS 99.98MW facility
project at Richborough Energy Park in Kent, United Kingdom. On May 11, 2022 the Company announced it had entered into a Subscription and
Shareholders Agreement with a third party investor, who has committed $16 million (£13 million) of equity funds to the project.
On June 21, 2022 the Company announced it had reached financial close (“Financial Close”) for $34.90 million (£28.25
million) of senior debt for the Richborough project. The senior debt, in conjunction with the equity investment, will provide the Company
with the funding to bring the battery park to commercial operations in June 2023. The senior debt facility agreement is entered into with
Close Leasing Limited (“CLL”), pursuant to which CLL will provide a development loan to fund the construction, which will
be utilized in stages following the expenditure of the equity investment. The development loan will then be refinanced into a 10-year
amortized term loan upon the start of commercial operations.
Our cash requirement estimates may change significantly
depending on the nature of our business activities and our ability to raise capital from our shareholders or other sources.
We currently have office locations in the United
States, United Kingdom, China, Hong Kong, Abu Dhabi, Kingdom of Saudi Arabia, and Australia. We have hired staff in various regions and
rely heavily upon the use of contractors and consultants. Our general and administrative expenses for the period will consist primarily
of technical consultants, management, salaries and wages, professional fees, transfer agent fees, bank and interest charges and general
office expenses. The professional fees relate to matters such as contract review, business acquisitions, regulatory filings, patent maintenance,
and general legal, accounting and auditing fees.
Should we require additional funding over the
next twelve months, we would intend to raise new cash requirements from private placements, shareholder loans or possibly a registered
public offering (either self-underwritten or through a broker-dealer). If we are unsuccessful in raising enough money through such efforts,
we may review other financing possibilities such as bank loans. At this time, we do not have a commitment from any broker-dealer to provide
us with financing. There is no assurance that any financing will be available to us or if available, on terms that will be acceptable
to us.
As of September 30, 2022, we had $3,025,506 cash
on hand. Our realized and anticipated profits derived from sales of ENVI marine units plus anticipated sales of products and services
in our new Batteries and Solar businesses are expected to fund our planned expenditure levels. After careful consideration we believe
current operations, anticipated deliveries and expected profit from such deliveries to be sufficient to cover expected cash operating
expenses over the next 12 months.
Going Concern
Our financial statements for the quarter ended
September 30, 2022 have been prepared on a going concern basis.
The assessment of the liquidity and going concern
requires the Company to make judgments about the existence of conditions or events that raise substantial doubt about the ability to continue
as a going concern within one year after the date that the consolidated financial statements are issued. This includes judgments about
the Company’s future activities and the timing thereof and estimates of future cash flows. Significant assumptions used in the Company’s
forecasted model of liquidity include forecasted sales, costs, and capital expenditures. Changes in the assumptions could have a material
impact on the forecasted liquidity and going concern assessment.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Estimates
The preparation of these consolidated financial
statements in conformity with United States Generally Accepted Accounting Principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting period. Our company bases its estimates and assumptions
on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses
that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from
our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results
of operations will be affected. Accounting estimates and assumptions discussed in this section are those that we consider to be the most
critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties.
Useful lives of Intangible Assets
The carrying value of our intangible assets represents its original
cost at the time of purchase, less accumulated amortization. We amortize our intangible assets using the straight-line method over their
estimated useful lives. The estimated useful life of our intangible assets are listed in the table below.
Patents |
|
17 years straight-line |
Software licensing |
|
10 years straight-line |
Impairment of Long-lived Assets
We review long-lived assets such as property and
equipment and intangible assets with finite useful lives for impairment whenever events or changes in circumstance indicate that the carrying
amount may not be recoverable. The determination of whether impairment indicators exist requires
significant judgment in evaluating underlying significant assumptions including expected sales contracts, operating costs, and current
market value of assets. If an indication is identified, and the total of the expected undiscounted future cash flows is less than
the carrying amount of the asset, a loss is recognized for the excess of the carrying amount over the fair value of the asset.
We recorded an impairment charge of $2,641,639
on intangible assets during the year ended March 31, 2022 (March 31, 2021- $37,700) as management’s estimated fair value of the
assets were less than its carrying value.
Goodwill
We allocate the cost of acquired companies to
the identifiable tangible and intangible assets and liabilities acquired, with the remaining amount being classified as goodwill. The
allocation of the purchase price of acquired companies requires certain judgments and estimates. Goodwill is not amortized but
is evaluated annually for impairment at the reporting unit level or when indicators of a potential impairment are present. The process
of evaluating the potential impairment of goodwill requires significant judgment and are based upon existing contracts, historical experience,
financial forecasts, and general economic conditions
We recorded an impairment charge of $3,870,223
on Engin goodwill and $549,092 on Innoergy goodwill during the year ended March 31, 2022 as management’s estimated fair value of
the reporting unit was less than its carrying value determined during impairment testing.
Revenue Recognition
We derive revenue from the sale of products and delivery of services.
Irrespective of the types of revenue described above, revenue is recognized when control of products or services is transferred to customers,
in an amount that reflects the consideration the Company expects to be entitled to in exchange for those promised products or services.
The majority of the Company’s marine scrubber sales contracts contain a single performance obligation satisfied over time. Other
contracts contain a single performance obligation satisfied at point in time.
Revenue recognition requires significant judgements
from management in regard to the determination of accounting treatment for contracts with customers. Management is required to assess
contracts with customers to identify whether performance obligations in the contract are distinct and to determine whether contract terms
provide the Company with a basis to recognize revenue over time.
According to ASC 606-10-25-27, if the entity’s
performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance
completed to date, revenue should be recognized over time. The Company’s scrubber system is customized to each vessel at the detailed
design level, so the performance under the contract does not create an asset with an alternative use. According to the Company’s
contracts signed with customers under English law, the customers are contractually and legally obliged to pay for performance completed
to date that covers cost plus a reasonable profit margin. Therefore, the Company concluded that revenue should be recognized over time.
The Company recognizes revenue based on the input method using a percentage of costs to complete.
In the case of settlement agreements with customers
where no continued performance obligation is required, we recognize revenue based on consideration settled according to the agreement.
A contract signed with one customer has a significant
financing component. 20% of the contract price is payable at least 6 calendar months prior to the dry dock date. The remaining 80%
is payable in 24 equal monthly installments starting at the end of the calendar month following the installation date on a vessel-by-vessel
basis. As 80% of the contract price is payable after the last performance obligation towards the scrubber, a significant financing
component is separated from revenue and interest income at 5.4% is recorded when payments are received from the customer.
Contract Liabilities, Prepaid Manufacturing
Costs, and Accrued Revenue
We have analyzed our sales contracts under ASC
606 and identified performance conditions that are not directly correlated with contractual billing terms with customers. As a result
of the timing differences between customer sales invoices and satisfaction of performance conditions, contractual assets and contractual
liabilities have been recognized.
Contractual arrangements with customers for the
sale of a scrubber unit generally provide for deposits and installments through the procurement and design phases of equipment manufacturing.
Amounts invoiced to customers, which are not yet recorded as revenues under the Company’s revenue recognition policy, are presented
as contract liabilities.
Similarly, contractual arrangements with suppliers
and manufacturers normally involved with the manufacturing of scrubber units may require advances and deposits at various stages of the
manufacturing process. Payments to our manufacturing partners, which are not yet recorded as costs of goods sold under the Company’s
revenue recognition policy, are recorded as prepaid manufacturing costs.
The Company presents the contract liabilities
and prepaid manufacturing costs on its balance sheet when one of the parties to the revenue contract and supply contract, respectively,
has performed before the other.
Accrued revenue is revenue that has been
earned by providing a good or service, but for which the Company has not yet billed the customer.
Accounts Receivable
We assess the collectability of accounts receivable
and long-term receivable on an ongoing basis and establish an allowance for doubtful accounts when collection is no longer reasonably
assured. In establishing the allowance, we consider factors such as known troubled accounts, historical experience, age, financial
information that is publicly accessible and other currently available evidence.
Warranty Provision
The Company reserves a 2% warranty provision on
the completion of a contract following the commissioning of marine scrubbers. The specific terms and conditions of those warranties vary
depending upon the product sold and geography of sale. The Company’s product warranties generally start from the commissioning date
and continue for up to twelve to twenty-four months. The Company provides warranties to customers for the design, materials, and installation
of scrubber units. The Company has a back-to-back manufacturing guarantee from its major supplier, which covers materials, production,
and installation. Factors that affect the Company’s warranty obligation include product failure rates, anticipated hours of product
operations and costs of repair or replacement in correcting product failures. These factors are estimates that may change based on new
information that becomes available each period. Similarly, the Company also accrues the estimated costs to address reliability repairs
on products no longer in warranty when, in the Company’s judgment, and in accordance with a specific plan developed by the Company,
it is prudent to provide such repairs. The Company intends to assess the adequacy of recorded warranty liabilities quarterly and adjusts
the liability as necessary.