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Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q/A

Amendment No. 1


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

 

FOR THE QUARTERLY PERIOD ENDED March 31, 2023

 

or

 

TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to                         

 

Commission File Number: 001-38078

 


 

ENVIROTECH VEHICLES, INC.

(Exact name of registrant as specified in its charter)

 


Delaware

46-0774222

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

1425 Ohlendorf Road

Osceola, AR 72370

(Address of principal executive offices, including zip code)

(870) 970-3355

(Registrant's telephone number, including area code)

N/A

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

 


 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Trading

 

Name of each exchange

Title of each class 

Symbol(s)

 

on which registered

Common Stock, par value $0.00001 per share

 

EVTV

 

Nasdaq Stock Market LLC

 

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

 

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

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

  

Emerging growth company

 

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

 

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

 

The number of shares outstanding of the registrant's common stock as of October 12, 2023 was 15,106,088.

 



 

 

 

 

 

EXPLANATORY NOTE

 

This Quarterly Report on Form 10-Q/A constitutes Amendment No. 1 (the “Amendment”) to the Quarterly Report on Form 10-Q of Envirotech Vehicles, Inc. (the “Company”) for the quarterly period ended March 31, 2023, which was originally filed with the Securities and Exchange Commission on October 16, 2023 (the “Original Filing”). This Amendment is being filed solely to correct a scrivener’s error in Part I, Item 1 “Financial Statements,” related to the presentation of “Restricted Cash” in the table entitled “Unaudited Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022.” This Amendment includes new certifications from the Company’s Chief Executive Officer and Chief Financial Officer dated as of the date of the filing of this Amendment, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The certifications are filed with this Amendment as Exhibits 31.1, 31.2, 32.1 and 32.2.

 

Other than as described above, this Amendment does not amend, update or restate any information included in the Original Filing. This Amendment does not reflect events occurring after the Original Filing or modify or update disclosures in the Original Filing affected by subsequent events. This Amendment should be read in conjunction with the Original Filing.

 

 

1

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)

 

  

March 31,

  

December 31,

 
  

2023

  

2022

 

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $1,668,909  $2,765,068 

Restricted Cash

  60,684   60,399 

Marketable securities

  1,009,378   2,336,402 

Accounts receivable, net of allowance of $271,218 and $271,218, respectively

  1,889,514   2,073,691 

Inventory, net

  5,733,421   5,671,326 

Inventory deposits

  5,169,872   4,829,933 

Prepaid expenses

  284,468   445,963 

Other current assets

  180,023   156,457 

Total current assets

  15,996,269   18,339,239 

Property and equipment, net

  358,958   368,461 

Goodwill

  14,682,620   14,682,620 

Other non-current assets

  93,370   93,369 

Total assets

 $31,131,217  $33,483,689 
         

LIABILITIES AND STOCKHOLDERS’ EQUITY

        

Current liabilities:

        

Accounts payable

 $884,045  $603,744 

Accrued liabilities

  357,848   652,528 

Notes payable - current

  60,000   215,766 

Total current liabilities

  1,301,893   1,472,038 

Long-term liabilities

        

Notes payable - long-term

  15,108   16,671 

Total liabilities

  1,317,001   1,488,709 
         

Stockholders’ equity (deficit):

        

Preferred stock, 5,000,000 authorized, $0.00001 par value per share, none issued and outstanding as of March 31, 2023, and December 31, 2022

      

Common stock, 350,000,000 authorized, $0.00001 par value per share, 15,021,088 and 15,021,088 Issued and outstanding as of March 31, 2023, and December 31, 2022, respectively

  150   150 

Additional paid-in capital

  84,010,494   83,923,350 

Accumulated deficit

  (54,196,428)  (51,928,520)

Total stockholders’ equity

  29,814,216   31,994,980 

Total liabilities and stockholders’ equity

 $31,131,217  $33,483,689 

 

See Accompanying Notes to Unaudited Consolidated Financial Statements.

 

2

 

 

ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

  

For the Three Months Ended

 
  

March 31,

  

March 31,

 
  

2023

  

2022

 

Sales

 $523,199  $89,900 

Cost of sales

  404,836   76,427 

Gross profit

  118,363   13,473 

Operating expenses

        

General and administrative

  2,165,532   2,882,848 

Consulting

  174,809   70,800 

Research and development

  70,888    

Total operating expenses, net

  2,411,229   2,953,648 

Income (loss) from operations

  (2,292,866)  (2,940,175)

Other income (expense):

        

Interest income, net

  32,153   12,272 

Other income

  (7,195)  (8,959)

Total other income

  24,958   3,313 

Loss before income taxes

  (2,267,908)  (2,936,862)

Income tax expense

      

Net loss

 $(2,267,908) $(2,936,862)

Net loss per share to common stockholders:

        

Basic and diluted

 $(0.15) $(0.20)

Weighted shares used in the computation of net loss per share:

        

Basic and diluted

  15,021,088   14,926,860 

 

See Accompanying Notes to Unaudited Consolidated Financial Statements.

 

3

 

 

ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Three Months Ended 2023 and 2022

(unaudited)

 

          

Additional

         
  

Common Stock

  

Paid-In

  

Accumulated

  

Stockholders’

 
  

Shares

  

Amount

  

Capital

  

Deficit

  

Equity (Deficit)

 

Balance, December 31, 2022

  15,021,088  $150  $83,923,350  $(51,928,520) $31,994,980 

Stock based compensation

        87,144      87,144 

Net loss

           (2,267,908)  (2,267,908)

Balance, March 31, 2023

  15,021,088  $150  $84,010,494  $(54,196,428) $29,814,216 

 

 

          

Additional

         
  

Common Stock

  

Paid-In

  

Accumulated

  

Stockholders’

 
  

Shares

  

Amount

  

Capital

  

Deficit

  

Equity (Deficit)

 

Balance, December 31, 2021

  14,912,189  $149  $81,866,075  $(8,124,360) $73,741,864 

Common stock issued for cash

  50,000   1   119,999      120,000 

Common stock issued for lawsuit settlement

  38,484      197,431      197,431 

Stock based compensation

        1,614,845      1,614,845 

Net loss

           (2,936,862)  (2,936,862)

Balance, March 31, 2022

  15,000,673  $150  $83,798,350  $(11,061,222) $72,737,278 

 

See Accompanying Notes to Unaudited Consolidated Financial Statements.

 

4

 

 

ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

  

Three Months Ended

 
  

March 31,

 
  

2023

  

2022

 

Cash flows from operating activities:

        

Net loss

 $(2,267,908) $(2,936,862)

Adjustments to reconcile net loss to net cash used in operating activities:

        

Depreciation and amortization

  28,984   18,659 

Unrealized loss on marketable securities

  7,195   4,137 

Stock based compensation expense

  87,144   1,614,845 

Changes in assets and liabilities:

        

Accounts receivable

  184,177   (89,352)

Inventory

  (62,095)  (3,435,765)

Inventory deposits

  (339,939)  1,032,114 

Prepaid expenses

  161,495   125,119 

Other current assets

  (33,337)   

Other non-current assets

     160,770 

Accounts payable

  280,297   (67,940)

Accrued liabilities

  (294,676)  (331,259)

Net cash used in operating activities

  (2,248,663)  (3,905,534)

Cash flows from investing activities:

        

Purchase of property and equipment, net

  (19,481)  (12,502)

Investment in marketable securities

     (999,937)

Sale of marketable securities

  1,329,599   4,000,000 

Net cash provided by investing activities

  1,310,118   2,987,561 

Cash flows from financing activities:

        

Proceeds from issuance of common stock

     120,000 

Principal repayments on debt

  (157,329)  (7,947)

Net cash (used in) provided by financing activities

  (157,329)  112,053 

Net change in cash, restricted cash and cash equivalents

  (1,095,874)  (805,920)

Cash, restricted cash and cash equivalents at the beginning of the period

  2,825,467   4,906,525 

Cash, restricted cash and cash equivalents at the end of the period

 $1,729,593  $4,100,605 

Supplemental cash flow disclosures:

        

Non-cash common stock lawsuit settlement

 $  $197,431 

 

See Accompanying Notes to Unaudited Consolidated Financial Statements.

 

5

 

ENVIROTECH VEHICLES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

1.

Organization and Operations

 

Envirotech Vehicles, Inc. (“we”, “us”, “our” or the “Company”) is a provider of purpose-built zero-emission electric vehicles focused on reducing the total cost of vehicle ownership and helping fleet operators unlock the benefits of green technology. The Company serves commercial and last-mile fleets, school districts, public and private transportation service companies, and colleges and universities to meet the increasing demand for light to heavy-duty electric vehicles. The Company’s vehicles address the challenges of traditional fuel price cost instability and local, state, and federal regulatory compliance.

 

On February 22, 2022, the Company announced Osceola, Arkansas, as the site of its state-of-the-art manufacturing facility and new corporate offices. The Company has moved into an approximately 580,000 square foot facility.

 

On June 28, 2022, we effected a 20-for-1 stock split of our common stock with no change to authorized shares of common stock. All share, restricted stock unit (“RSU”), and per share or per RSU information through this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the stock split. The shares of common stock retain a par value of $0.00001 per share. Accordingly, an amount equal to the par value of the decreased shares resulting from the reverse stock split was reclassified from “Common Stock” to “Additional paid-in capital.”

 

 

2.

Summary of Significant Accounting Policies

 

Basis of Presentation—The consolidated financial statements and related disclosures include the consolidated balance sheet accounts as of March 31, 2023 and the consolidated results of operations for the three months ended March 31, 2023 of Envirotech Vehicles, Inc. and subsidiaries. These consolidated financial statements are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the Company’s opinion, these unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These unaudited financial statements should be read in conjunction with the Envirotech Vehicles, Inc.'s audited financial statements for the years ended  December 31, 2022 and 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on September 26, 2023. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year.

 

Principles of Consolidation—The accompanying financial statements reflect the consolidation of the financial statements of Envirotech Vehicles, Inc., its wholly-owned subsidiary Envirotech Drive Systems Incorporated, ADOMANI California, Inc., ADOMANI ZEV Sales, Inc., Zero Emission Truck and Bus Sales of Arizona, Inc., Envirotech Vehicles, Inc. (Philippines) and ZEV Resources, Inc. All significant intercompany accounts and transactions have been eliminated.

 

Use of Estimates—The preparation of financial statements in conformity with GAAP 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. Actual results could differ from those estimates.

 

6

 

Fair Value of Financial Instruments—The carrying values of the Company’s financial instruments, including cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 820, “Fair Value Measurement” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1:         Observable inputs such as quoted prices in active markets;

 

Level 2:         Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3:         Unobservable inputs that are supported by little or no market data and that require the reporting entity to develop its own assumptions.

 

The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.

 

Revenue Recognition—The Company recognizes revenue from the sales of zero-emission electric vehicles and vehicle maintenance and inspection services. The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers”, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. At March 31, 2023, the Company did have a concentration of customers; six customers’ balances account for approximately 74 percent of the outstanding accounts receivable; for the three months ended March 31, 2023, 4 customers accounted for 100% of the reported revenue.

 

In applying ASC Topic 606, the Company is required to:

 

 

(1)

identify any contracts with customers;

 

 

(2)

determine if multiple performance obligations exist;

 

 

(3)

determine the transaction price;

 

 

(4)

allocate the transaction price to the respective obligation; and

 

 

(5)

recognize the revenue as the obligation is satisfied.

 

Product revenue includes the sale of electric trucks and cargo vans. These sales represent a single performance obligation and revenue is recognized when the vehicle is delivered and the customer has accepted the vehicle and signed the appropriate documentation acknowledging receipt of the vehicle. At this time, the title of the vehicle is transferred to the customer.

 

Cash and Cash Equivalents—The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less to be cash equivalents. The recorded value of our restricted cash and cash equivalents approximates their fair value. The Company had $60,684 and $60,399 restricted cash at March 31, 2023 and at December 31, 2022, respectively. The amounts at both dates relate to balances required by our bank to support certain minor activities. See Concentration of Credit Risk below in this Note.

 

Marketable Securities—The Company invests in short-term, highly liquid, marketable securities, such as U.S. Treasury notes, U.S. Treasury bonds, and other government-backed securities. The Company classifies these marketable securities as held-to-maturity, as the intent is not to liquidate them prior to the respective stated maturity date. At March 31, 2023, the aggregate amount of the Company’s investments in marketable securities was $1,009,378. These securities had original maturity dates ranging from 154 days to 199 days, and at March 31, 2023, the remaining maturity dates on these securities ranged from 91 days to 182 days. Investments in marketable securities at  December 31, 2022 were $2,336,402.

 

7

 

Accounts Receivable and Allowance for Doubtful Accounts—The Company establishes an allowance for bad debts through a review of several factors, including historical collection experience, current aging status of the customer accounts, and financial condition of its customers. The Company does not generally require collateral for its accounts receivable. The Company had trade accounts receivable of $2,160,732 as of March 31, 2023 and a recorded allowance for bad debt of $271,218 based on a review of factors noted above, resulting in a net trade accounts receivable balance of $1,889,514. The Company had trade accounts receivable of $2,344,909 as of December 31, 2022 and a recorded allowance for bad debt of $271,218, resulting in a net trade accounts receivable balance of $2,073,691. A significant portion of the Company’s sales are made to customers who qualify for state-sponsored grant programs which can cover a significant portion, up to all of a vehicle’s purchase price. Grant monies are paid directly to vehicle dealers like the Company after the customer and the dealer meet state requirements related to the transaction; reimbursements to the Company may take two to nine months from the date of request before being received. The Company does not provide an allowance for doubtful accounts related to sales made utilizing state grant funds, as those funds are guaranteed by the state(s) once awarded. The trade accounts receivable balance at March 31, 2023 is from credit-worthy customers, many of whom are our Company’s FARs, the  December 31, 2022 balance was in the collection process for guaranteed state grant funding subsequent to that date. Account receivable balances guaranteed by state grant funding as a percentage of total were 82% and 70% on March 31, 2023 and December 31, 2022, respectively. As discussed above, at March 31, 2023, the Company did have a concentration of customers; six customers’ balances account for approximately 74 percent of the outstanding accounts receivable; for the three months ended March 31, 2023, 4 customers accounted for 100 percent of the reported revenue.

 

Inventory and Inventory Valuation Allowance—The Company records inventory at the lower of cost or market, and uses a First In, First Out (“FIFO”) accounting valuation methodology and establishes an inventory valuation allowance for vehicles that it does not intend to sell in the future. The Company had finished goods inventory on hand of $5,745,850 as of March 31, 2023 and recorded an inventory valuation allowance of $12,429 related to three vehicles that the Company does not intend to sell in the future as of March 31, 2023, resulting in a net inventory balance of $5,733,421 as of March 31, 2023. The Company had finished goods inventory on hand and a related inventory valuation of $5,683,755 and $12,429 allowance as of December 31, 2022, resulting in a net inventory balance of $5,671,326.

 

Inventory Deposits—Certain of our vendors require the Company to pay upfront deposits before they will commence manufacturing our vehicles, and then require progress deposits through the production cycle and before the finished vehicles are shipped. These deposits are classified as inventory deposits in the Balance Sheet. Upon completion of production acceptance by the Company, and passage of title to the Company, deposits are reclassified to inventory. The Company had inventory deposits of $5,169,872 and $4,829,933 as of March 31, 2023 and December 31, 2022, respectively. Deposits paid to one vendor accounted for 92 percent of the deposits outstanding at March 31, 2023.

 

Income Taxes—The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.

 

Accounting for Uncertainty in Income Taxes—The Company evaluates its uncertain tax positions and will recognize a loss contingency when it is probable that a liability has been incurred as of the date of the financial statements and the amount of the loss can be reasonably estimated. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. At  March 31, 2023 and December 31, 2022, respectively, management did not identify any uncertain tax positions.

 

Net Income (Loss) Per Share—Basic net income (loss) per share is calculated by dividing the Company’s net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period.

 

Diluted net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the diluted weighted average number of shares of common stock outstanding during the period. The diluted weighted average number of shares of common stock outstanding is the basic weighted number of shares of common stock adjusted for any potentially dilutive debt or equity securities. As of March 31, 2023, 608,266 shares of the Company’s common stock were subject to issuance upon the exercise of stock options then outstanding and 1,389,584 shares of the Company’s common stock were subject to issuance upon the exercise of warrants then outstanding.

 

Concentration of Credit Risk—The Company has credit risks related to cash and cash equivalents on deposit with a federally insured bank, as at times it exceeds the $250,000 maximum amount insured by the Federal Deposit Insurance Corporation (“FDIC”). Additionally, the Company maintains cash and short-term securities invested at Arvest Bank, National Association (“Arvest”). Between FDIC and the Securities Investor Protection Corporation (“SIPC”) coverage, funds up to $750,000, which may include cash up to $500,000, are insured. In addition, Arvest provides excess insurance acquired by them from SIPC for unlimited per customer securities up to a $1 billion cap.

 

During the three months ended March 31, 2023, the Company’s bank required compensating balances for a subsidiary’s potential lease exposure and for the Company’s credit card limit, resulting in restricted cash of $60,684 at March 31, 2023.

 

8

 

Impairment of Long-Lived Assets—Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates these assets to determine potential impairment by comparing the carrying amount to the undiscounted estimated future cash flows of the related assets. If the estimated undiscounted cash flows are less than the carrying value of the assets, the assets are written down to their fair value. There was no impairment of long-lived assets, or property and equipment, as of March 31, 2023 and December 31, 2022, respectively.

 

Goodwill—Goodwill represents the excess acquisition cost over the fair value of the net tangible and intangible assets acquired. Goodwill is not amortized and is subject to annual impairment testing on or between annual tests if an event or change in circumstance occurs that would more likely than not reduce the fair value of a reporting unit below its carrying value. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it can conclude the assessment. If the Company concludes otherwise, the Company is required to perform a quantitative analysis to determine the amount of impairment, if any. The Company has determined that it has one reporting unit, and based on both qualitative and quantitative analysis, it is management’s assessments at March 31, 2023, that $14,682,620 in goodwill did not experience impairment. The Company recorded a non-cash goodwill impairment charge of $37,093,047 for the year ended December 31, 2022 resulting in a goodwill balance of $14,682,620 on that date.

 

Research and Development—Costs incurred in connection with the development of new products and manufacturing methods are charged to operating expenses as incurred. Research and development costs were $70,888 during the three months ended March 31, 2023. There were no research and development costs for the three months ended March 31, 2022

 

Stock-Based Compensation—The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, “Compensation-Stock Compensation”, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. Non-cash stock-based compensation expense of $87,144 was recorded for the three months ended March 31, 2023.

 

Property and Equipment— Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company provides for depreciation using the straight-line method over the estimated useful lives of the assets, which range from three to five years, except leasehold improvements, which are being amortized over the shorter of its useful life or the lease term. Property and equipment qualify for capitalization if the purchase price exceeds $2,000. Major repairs and replacements, which extend the useful lives of equipment, are capitalized and depreciated over the estimated useful lives of the property. All other maintenance and repairs are expensed as incurred.

 

Leases—The Company accounts for leases as required by ASC Topic 842. The guidance requires companies to recognize leased assets and liabilities on the balance sheet and to disclose key information regarding leasing arrangements.

 

Recent Accounting Pronouncements—Management has considered all recent accounting pronouncements issued, but not effective, and does not believe that they will have a significant impact on the Company’s financial statements.

  

 

 

3.

Property and Equipment, Net

 

Components of property and equipment, net, consist of the following as of  March 31, 2023 and December 31, 2022:

 

  

March 31,

  

December 31,

 
  

2023

  

2022

 

Furniture and fixtures

 $56,646  $56,646 

Leasehold improvements

  122,711   122,711 

Machinery & equipment

  170,333   165,753 

Vehicles

  252,725   252,724 

Test/Demo vehicles

  30,684   15,784 

Total property and equipment

  633,099   613,618 

Less accumulated depreciation

  (274,141)  (245,157)

Net property and equipment

 $358,958  $368,461 

 

Depreciation expense was $28,984 and $18,659 for the three months ended March 31, 2023 and 2022, respectively.

 

 

4.

Debt

 

On June 15, 2021, the Company entered into an equipment financing agreement with Navitas Credit Corp. in connection with the purchase of certain inventory management software. The $63,576 loan is payable over twenty-four months, beginning in July 2021, with monthly payments of $2,648.99. The balance of this note is $5,298 and is classified as Notes Payable - Current on the Company's Consolidated Balance Sheets on  March 31, 2023.

 

On July 15, 2022, the Company entered into an equipment financing agreement with Wells Fargo in connection with the purchase of facility grounds equipment. The $18,755 loan is payable over 36 months, beginning in August 2022, with monthly payments of $521. The balance of this note is $21,360 of which $6,252 is classified as Notes Payable - current and $15,108 is classified as Notes Payable - Long Term on the Company's Consolidated Balance Sheets on March 31, 2023.

 

 

Effective June 15, 2022, the Company entered into a premium financing agreement with First Insurance Funding to finance certain insurance coverage. The $225,000 loan is payable over nine months, beginning in July 2022, and bears interest at 5.8% with monthly payments of $25,608. The balance of this note is zero on March 31, 2023.

 

Effective August 20, 2022, the Company entered into a second premium financing agreement with First Insurance Funding to finance other insurance coverages. The $214,088 loan is payable over nine months, beginning in September 2022, and bears interest at 6.3% with monthly payments of $24,416. The balance of this note is $48,451 and is classified as Notes Payable - Current on the Company's Consolidated Balance Sheets on March 31, 2023.

 

 

Effective August 4, 2022, EVT secured a line of credit from Centennial Bank. Borrowings under the line of credit bear interest at 2.75% annually. There is no maturity date for the line, but Centennial Bank may at any time, in its sole discretion and without cause, demand the Company immediately repay any and all outstanding obligations under the line of credit in whole or in part. The line is secured by the cash and cash equivalents maintained by the Company in its Centennial Bank accounts. Borrowings under the line may not exceed cash, cash equivalents, and marketable securities balances up to $1,000,000. There was no principal amount outstanding on  March 31, 2023 and there is no current plan to borrow from it.

 

 

5.

Stock Warrants

 

The Company’s outstanding warrants as of  March 31, 2023 is summarized as follows, and all were exercisable at that date.

 

  

Number of

  

Exercise

  

Remaining

 
  

Shares

  

Price

  

Contractual Life (years)

 

Outstanding warrants expiring January 28, 2025

  431,250  $10.00   1.83 

Outstanding warrants expiring May 7, 2026

  958,334  $20.00   3.10 

Outstanding warrants on March 31, 2023

  1,389,584  $17.43   2.68 

 

9

 

In connection with the second closing of the Financing discussed in the Company’s Annual Report on Form 10-K filed with the SEC on April 26, 2022, the Company issued additional warrants to purchase up to 958,334 shares of its common stock, all of which were exercisable as of March 31, 2023. The Warrants issued as part of the Purchase Agreement related to the Financing contain a call provision whereby the Company, after the 13-month anniversary of the issuance date, and if the volume weighted average price of the common stock for such date exceeds four times the exercise price of the warrants for 20 consecutive trading days, may call the Warrants that have not previously been exercised, and the Warrant holders have ten trading days within which to exercise before the Warrants may be cancelled.

 

Approximately 12,833 stock warrants have expired in the three months ended March 31, 2023.

 

As of March 31, 2023, the outstanding warrants have no intrinsic value.

 

 

6.

Stock Options and Restricted Shares

 

Stock Options

 

As a result of the Merger closing (see Notes 2 and 3) there were 649,643 fully vested stock options outstanding at March 15, 2021 that were previously issued by ADOMANI, Inc. and assumed in the Merger. The outstanding options at  March 31, 2023 consisted of the following:

 

          

Weighted

 
          

Average

 
          

Remaining

 
  

Number of

  

Exercise

  

Contractual Life

 
  

Shares

  

Price

  

(years)

 

Outstanding Options at $2.00 Exercise Price

  250,000  $2.00   8.80 

Outstanding Options at $2.40 Exercise Price

  90,893  $2.40   8.80 

Outstanding Options at $3.62 Exercise Price

  2,762  $3.62   3.84 

Outstanding Options at $9.00 Exercise Price

  257,861  $9.00   7.71 

Outstanding Options at $26.20 Exercise Price

  6,750  $9.00   5.05 

Outstanding at March 31, 2023

  608,266  $5.30   8.27 

Exercisable at March 31, 2023

  605,297  $5.30   8.29 

 

On January 7, 2022, the Company’s Compensation Committee granted Phillip W. Oldridge, the Company’s Chief Executive Officer, options to purchase 150,000 shares of common stock at an exercise price of $2.00 per share and options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share. The options vested immediately and expire on the tenth anniversary of grant.

 

On January 7, 2022, the Company’s Compensation Committee granted Susan M. Emry, the Company’s Executive Vice President, options to purchase 100,000 shares of common stock at an exercise price of $2.00 per share and options to purchase 40,893 shares of common stock at an exercise price of $2.40 per share. The options vested immediately and expire on the tenth anniversary of grant.

 

On January 31, 2022, the Company’s Compensation Committee granted Christian S. Rodich, the Company’s Chief Financial Officer, options to purchase 2,763 shares of common stock at an exercise price of $3.62 per share and options to purchase 1,111 shares of common stock at an exercise price of $9.00 per share. The options vest ratably at 1/60th per month over five years and expire on the tenth anniversary of grant.

 

On March 15, 2022, options to purchase 50,000 shares of common stock were exercised by the former President and CEO of the Company at a price of $2.40 per share, resulting in a payment to the Company of $120,000. Also on March 15, 2022, options to purchase an aggregate of 25,000 shares of common stock with an exercise price of $9.00 per share were forfeited by the former executive, as they were not exercised prior to their expiration on March 15, 2022.

 

As of March 31, 2023, outstanding options had intrinsic value of $355,670.

 

Restricted Shares

 

During the first quarter of 2023, the Company awarded 85,000 restricted shares to a vendor that will vest over a six-month period in exchange for marketing services to be provided over the same period. As a result, the Company recorded stock compensation expense of $87,144 during the three months ended March 31, 2023. These restricted shares were issued in the third quarter of 2023.

 

10

 
 

7.

Related Party Transactions

 

 

The Company has entered into lease agreements with SRI Professional Services, Incorporated (“SRI”), pursuant to which the Company leases equipment used in connection with the operation of its business (the “SRI Equipment Leases”). Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, and a member of its board of directors, serves as an executive officer and a member of the board of directors of SRI. The SRI Equipment Leases provide for the leasing of two vehicles that commenced on January 1, 2020 and the combined rent under such leases is $3,880 per month, and a separate SRI Equipment Lease provides for a trailer lease that commenced on December 1, 2019, under which the rent is $3,891 per month. The total monthly payment obligation of the Company under the SRI Equipment Leases is $7,771. As a result of these agreements, the Company recorded rent expense of $23,312 for the three months ended March 31, 2023.

 

The Company has entered into a cancelable month-to-month lease with SRI (the “SRI Office Lease”), pursuant to which the Company has leased office and warehouse space in the Porterville, California area for a term that commenced on January 1, 2020. The monthly rent under the SRI Office Lease is $2,730. The Company recorded rent expense of $5,460 for the three months ended March 31, 2023 in connection with this agreement.

 

The Company has entered into a commercial lease agreement (the “ABCI Office Lease”) with Alpha Bravo Charlie, Inc. (“ABCI”) that commenced on April 1, 2020, for the lease of office space in Porterville, California. The monthly rent for this facility is $5,000. Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, and a member of its board of directors, is a director of ABCI. The Company recorded rent expense of $20,600 for the three months ended March 31, 2023 in connection with this agreement.

 

During the first quarter of 2023, the Company reimbursed Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, and a member of its board of directors, $81,269 for use of the CEO's personal airplane for certain business-related activities.


 

 

 

8.

Commitments

 

Other Agreements

 

On December 31, 2021, the Company entered into employment agreements with Phillip W. Oldridge (the “Oldridge Agreement”), its Chief Executive Officer, and with Susan M. Emry (the “Emry Agreement”), its Executive Vice President. According to the Oldridge Agreement, effective as of March 1, 2021, Mr. Oldridge will receive an annual base salary of $300,000, payable in semi-monthly installments consistent with the Company’s payroll practices. Mr. Oldridge will also receive participation in medical insurance, dental insurance, and the Company’s other benefit plans. Under the Oldridge Agreement, Mr. Oldridge will also receive an amount equal to five percent of the net income of the Company on an annual basis and will be eligible for a bonus at the sole discretion of the Company’s Board of Directors (the “Board”). The Oldridge Agreement also provides for an automobile monthly allowance of $1,500. Mr. Oldridge’s employment shall continue until terminated in accordance with the Oldridge Agreement. If Mr. Oldridge is terminated without cause or if he terminates his employment for good reason, Mr. Oldridge will be entitled to receive (i) one-year of base salary, (ii) reimbursement of reimbursable expenses in accordance with the Oldridge Agreement, (iii) any bonus that would have been payable within the twelve months following the date of termination, and (iv) the value of any accrued and unused paid time off as of the date of termination. According to the Emry Agreement, effective on January 1, 2022, Mrs. Emry will receive an annual base salary of $200,000 and will be eligible for a bonus at the sole discretion of the Board. Mrs. Emry will also receive participation in medical insurance, dental insurance, and the Company’s other benefit plans. Mrs. Emry’s employment shall continue until terminated in accordance with the Emry Agreement. If Mrs. Emry is terminated without cause or if she terminates her employment for good reason, Mrs. Emry will be entitled to receive (i) one-year of base salary, (ii) reimbursement of reimbursable expenses in accordance with the Emry Agreement, and (iii) the value of any accrued and unused paid time off as of the date of termination. There are no future minimum payments under the terms of both agreements as each party has a right to terminate the agreement without any contractual payments other than what has been stated in their respective contracts.

 

Future minimum payments under operating leases are not material.

 

 

9.

Contingencies

 

Except as set forth below, we know of no material, existing or pending, legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

 

GreenPower Litigation

 

On December 17, 2019, GreenPower Motor Company Inc., a public company incorporated under the laws of British Columbia (“GreenPower”), of which Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, , previously served as a senior officer and a member of its board of directors, filed a notice of civil claim, captioned GreenPower Motor Company Inc. v. Phillip Oldridge et al., Action No. S-1914285, in the Supreme Court of British Columbia, against Phillip Oldridge, his trust, EVTDS and certain other companies affiliated therewith. The notice of civil claim alleges that Mr. Oldridge breached certain fiduciary duties owed to GreenPower by working with certain parties in direct competition with and at the expense of GreenPower. GreenPower alleges that the Company conspired with Mr. Oldridge to build its business, competing products and unfairly compete with GreenPower. GreenPower seeks general damages, special damages and punitive damages, plus interest and costs against EVTDS. Fact discovery, through document disclosure and examinations for discoveries, in this matter remain ongoing. The Company has denied all claims, believes the lawsuit is without merit, and intends to vigorously defend the action.

 

On or about July 18, 2021, GreenPower and GP Greenpower Industries Inc., (collectively “the GreenPower entities”) filed a counterclaim against David Oldridge, Phillip Oldridge, the Company and other companies in Supreme Court of British Columbia Action No. S207532. The counterclaim alleges that David Oldridge, Phillip Oldridge, the Company and other companies committed the tort of abuse of process by causing 42 Design Works Inc., to commence a lawsuit against the GreenPower entities. Additionally, GreenPower entities also advanced claims against David Oldridge, Phillip Oldridge, the Company and other companies for conspiracy. The pleadings in this lawsuit have not closed and we intend to vigorously defend the counterclaim.

 

On February 8, 2022, GreenPower Motor Company, Inc., a Delaware Corporation, and GreenPower Motor Company Inc., a Canadian Corporation, filed a complaint captioned GreenPower Motor Company, Inc. v. Phillip Oldridge, et al., Case No. 5:22-cv-00252 in the United States District Court for the Central District of California. The complaint names the Company and the following affiliated entities, officers, or directors: Phillip Oldridge, Envirotech Electric Vehicles Inc., Envirotech Drive Systems Incorporated US, Envirotech Drive Systems Incorporated Canada, Sue Emry, David Oldridge, S&P Financial and Corporate Services, Inc. GreenPower also named the Phillip Oldridge Trust and a purported entity called EVT Motors, Inc., but has since dismissed those parties. The complaint seeks an undisclosed amount of compensatory and punitive damages, injunctive relief to prevent the alleged anti-Competitive behavior, restitution for harm, an award of treble damages, and associate fees and costs. The complaint’s allegations are centered around the same assertions in the pending Canadian litigation.  On May 10, 2022, the Company, together with other defendants, filed a Motion to Dismiss and/or Stay the lawsuit pending the outcome of the Canadian litigation. The Court issued stay of this case pending resolution of parallel litigation in Canada between similar parties. GreenPower and defendants have agreed that the U.S. GreenPower case will not proceed while Canadian litigation is pending. The Company believes that the lawsuit is without merit and intends to vigorously defend the action.

 

Mollik Litigation - Resolved

 

On August 23, 2018, a purported class action lawsuit captioned M.D. Ariful Mollik v. ADOMANI, Inc. et al., Case No. RIC 1817493, was filed in the Superior Court of the State of California for the County of Riverside against the Company, certain of its executive officers, Edward R. Monfort, the former Chief Technology Officer and a former director of ADOMANI, Inc., and the two underwriters of the Company’s offering of common stock under Regulation A in June 2017. This complaint alleges that documents related to our offering of common stock under Regulation A in June 2017 contained materially false and misleading statements and that all defendants violated Section 12(a)(2) of the Securities Act, and that the Company and the individual defendants violated Section 15 of the Securities Act, in connection therewith. The plaintiff seeks on behalf of himself and all class members: (i) certification of a class under California substantive law and procedure; (ii) compensatory damages and interest in an amount to be proven at trial; (iii) reasonable costs and expenses incurred in this action, including counsel fees and expert fees; (iv) awarding of rescission or recessionary damages; and (v) equitable relief at the discretion of the court.

 

On June 19, 2023, counsel for Electric Drivetrains and counsel for the Company participated in a mediation at which Electric Drivetrains and the Company executed a binding term sheet to completely resolve this matter. On July 18, 2023, Electric Drivetrains and all Defendants executed a Settlement Agreement for complete resolution of the case and dismissal against all Defendants with prejudice. No Company proceeds will be used to resolve this matter. On September 30, 2023, the Court dismissed this action with prejudice and the matter is completely resolved.

 

Brooks Litigation

 

On June 19, 2019, Alan K. Brooks, an ADOMANI investor, filed a complaint, captioned Alan K. Brooks v. ADOMANI, Inc., et al., Case No. 1-CV-349153 in the Superior Court of California for the County of Santa Clara, against the Company, certain of the Company’s executive officers and directors, two of the underwriters of the Company’s offering of common stock under Regulation A in June 2017, and certain of the underwriters’ personnel, among others (the “Brooks Case”). The complaint alleges that the Company and other defendants breached the terms of an agreement between Mr. Brooks and the Company by refusing to release 1,320,359 shares of ADOMANI, Inc. stock to Mr. Brooks. Mr. Brooks seeks damages of $13,500,000.00 plus interest and attorney’s fees. On September 20, 2019, Mr. Brooks filed his first amended complaint (“FAC”) reasserting his breach of contract claim and alleging five additional claims for (i) violations of Cal. Corp. Code Section 25401, (ii) fraud, negligent misrepresentation, (iv) elder abuse, and (v) unfair competition. The parties participated in mediation during which they resolved the matter. On March 7, 2022, the Court issued an Order approving the settlement and the parties are in the process of effectuating its terms. This case has now been completely dismissed.

 

 

 

11

 
 

10.

Leases

 

As of March 31, 2022, the Company is a party to eight operating leases. Five of these leases are office or warehouse leases; the remaining three are equipment leases. The Company accounts for leases as required by ASC Topic 842. The Company has elected to apply the short-term lease exception to all leases of one year or less. In applying the guidance in ASC 842, the Company has determined that all current leases as of March 31, 2023 should be classified as short-term operating leases.

 

The Company has entered into the SRI Equipment Leases. Rent expense under the SRI Equipment Leases was $23,312 and $23,312 for the three months ended March 31, 2023 and three months ended March 31, 2022, respectively.

 

The Company has entered into the SRI Office Lease. Rent expense under the SRI Office Lease was $5,460 and $2,730 for the three months ended March 31, 2023 and three months ended March 31, 2022, respectively.

 

The Company has entered into the ABCI Office Lease. Rent expense under the ABCI Office Lease was $20,600 and $8,400 for the three months ended March 31, 2023 and three months ended March 31, 2022, respectively.

 

The Company has entered into the Toledo Jet Center Lease for office space in the Ft. Lauderdale, Florida area effective February 15, 2022. The lease has a one-year term with the option to renew after one year. Rent expense for the Toledo Jet Center Lease for the three months ended March 31, 2023 and three months ended March 31, 2022, was $4,500 and $2,408, respectively.

 

In February 2017, the Company. signed a lease for storage space in Stockton, California to serve as a location to store vehicles and other equipment utilized for marketing and trade-show purposes. The lease is on a month-to-month basis and can be terminated by either party with 30-days’ notice. The total amount due monthly is $1,000.

 

In December 2019, the Company signed a lease for combined office space and warehouse location in Corona, California. The facility had been used to conduct research and development activity, stage materials, assemble and/or manufacture vehicles, perform pre-delivery inspections, test demo vehicles, and securely store vehicles, equipment, parts and finished goods vehicle inventories prior to November 2020 when ADOMANI, Inc. vacated its former corporate office space in Corona, California, and made such facility the new corporate office location in addition to its prior use. The lease is for a period of 36 months, commencing on January 1, 2020, and terminating on December 31, 2022. The base rent for the term of the lease was $495,720, with $265 due per month for fire sprinkler alarm monitoring and landscape maintenance. The base rent amount due monthly was $13,108 at commencement and would have escalated to $13,906 by its conclusion. However, the Company vacated the premises effective March 31, 2022, and the lease was taken over on April 1, 2022 by its sublease tenant, as discussed below.

 

On February 4, 2020, the Company. signed a sublease agreement with Masters Transportation, Inc. (“Masters”) for Masters to occupy a portion of the Corona, California, facility that the Company occupied effective January 1, 2020 (see above). The effective date of the Masters’ sublease was February 1, 2020, and it expires when the Company’s lease on the Corona, California facility expires on December 31, 2022. Under the sublease, Masters is obligated to pay the Company monthly rent payments in an amount equal to $6,000 at commencement and thereafter escalating to $6,365 by its conclusion. On April 1, 2022, Masters took over the remaining lease obligation for the facility.

 

As required by ASC 842, in conjunction with the Corona, California lease, the Company recognized an operating liability with a corresponding Right-Of-Use (“ROU”) asset of the same amounts based on the present value of the minimum rental payments of such lease. As of March 31, 2022, the ROU asset and related liability accounts were written off against each other due to the Company leaving the Corona California office and warehouse effective April 1, 2022 and to Masters taking over the remaining lease obligation for the facility.

 

In March 2023, the Company entered into an agreement with Berthaphil, Inc. to sublease approximately 3,600 squarer yards of a warehouse building based in the Clark Freeport Zone in the Philippines. The term of the lease is two years and two months with a turnover date of July 1, 2023 ("turnover date") and a rental commencement of September 1, 2023. Ther is a grace period of two months for rental payments starting from the turnover date. The monthly rent for the first year is $15,000, escalating to $15,750 for the second year and $16,530 for the remaining term. The sublease may be renewed for an additional period that is mutually agreed upon subject to certain terms and conditions. The Company intends to use the leased space as a production facility as it seeks to expand its business presence in the region and the United States.

 

 

Quantitative information regarding the Company’s leases is as follows:

 

  

Three Months Ended

 
  

March 31,

 
  

2023

  

2022

 

Lease expenses

        

Operating lease expenses

 $  $56,101 

Short-term lease expenses

  58,264   124,645 

Total lease cost

 $58,264  $180,746 

Other information

        

Cash paid for the amounts included in the measurement of lease liabilities for operating leases:

        

Operating cash flows

 $58,264  $56,890 

Weighted-average remaining lease term (in years):

        

Operating leases

     0.62 

Weighted-average discount rate:

        

Operating leases

  %  14%

 

 

 

11.

Subsequent Events

    

   The Company evaluates subsequent events that have occurred after the balance sheet date but before the consolidated financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. There were no material transactions that occurred subsequently to March 31, 2023 that would require the Company to disclose in this filing.

 

12

 

PART II. OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

A list of exhibits is set forth at the end of this Quarterly Report on Form 10-Q for the information required by this item.

 

 

         

Incorporated by Reference

 

 

 

 

Exhibit

Number

 

Exhibit Description

 

Form

 

File No.

 

Exhibit

 

Filing

Date

 

Filed

Herewith

 

                 

 

 

 

31.1

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

                 

X

31.2

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

                 

X

32.1#

 

18 U.S.C. Section 1350 Certification of Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

                  X

32.2#

 

18 U.S.C. Section 1350 Certification of Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

                  X

101.INS

 

Inline XBRL Instance Document*

                 

X

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document*

                 

X

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

                 

X

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document*

                 

X

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

                 

X

101.DEF

 

Inline XBRL Taxonomy Extension Definitions Linkbase Document*

                 

X

104   Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).                    

 

#

The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Quarterly Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.

*

In accordance with Rule 402 of Regulation S-T, this interactive data file is deemed not filed or part of this Quarterly Report for purposes of Sections 11 or 12 of the Securities Act or Section 18 of the Exchange Act and otherwise is not subject to liability under these sections.

 

13

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Envirotech Vehicles, Inc.

 
     

Date: November 1, 2023

By:

/s/ Phillip W. Oldridge

 
   

Phillip W. Oldridge

 
   

Chief Executive Officer

 
   

(Principal Executive Officer)

 
       

Date: November 1, 2023

By:

/s/ Douglas M. Campoli

 
    Douglas M. Campoli  
   

Chief Financial Officer and Treasurer

 
   

(Principal Financial and Accounting Officer)

 

 

14

Exhibit 31.1

Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

 

I, Phillip W. Oldridge, certify that:

 

 

1.

I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Envirotech Vehicles, Inc.;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 1, 2023

 

By:   /s/ Phillip W. Oldridge                                            

Phillip W. Oldridge

Chief Executive Officer

(Principal Executive Officer)

 

Exhibit 31.2

Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act Of 1934

 

I, Douglas M. Campoli, certify that:

 

 

1.

I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Envirotech Vehicles, Inc.;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 1, 2023

 

By: /s/ Douglas M. Campoli                                                       

Douglas M. Campoli

Chief Financial Officer and Treasurer

(Principal Financial Officer)

 

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

 

In connection with the Amendment No. 1 to the Quarterly Report of Envirotech Vehicles, Inc. (the “Company”) on Form 10-Q/A for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Phillip W. Oldridge, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

 

 

(i)

the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

 

 

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 1, 2023

 

By: /s/ Phillip W. Oldridge    
Name: Phillip W. Oldridge    
Title: Chief Executive Officer    
  (Principal Executive Officer)    

 

A signed original of this written statement required by 18 U.S.C. Section 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. This certification will not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference.

 

 

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

 

In connection with the Amendment No. 1 to the Quarterly Report of Envirotech Vehicles, Inc. (the “Company”) on Form 10-Q/A for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas M. Campoli, Chief Financial Officer and Treasurer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

 

 

(i)

the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

 

 

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 1, 2023

 

 

By: /s/ Douglas M. Campoli    
Name: Douglas M. Campoli    
Title: Chief Financial Officer and Treasurer    
  (Principal Financial Officer)    
 

A signed original of this written statement required by 18 U.S.C. Section 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. This certification will not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference.

 

 
v3.23.3
Document And Entity Information - shares
3 Months Ended
Mar. 31, 2023
Oct. 12, 2023
Document Information [Line Items]    
Entity Central Index Key 0001563568  
Entity Registrant Name Envirotech Vehicles, Inc.  
Amendment Flag true  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2023  
Document Type 10-Q/A  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2023  
Document Transition Report false  
Entity File Number 001-38078  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 46-0774222  
Entity Address, Address Line One 1425 Ohlendorf Road  
Entity Address, City or Town Osceola  
Entity Address, State or Province AR  
Entity Address, Postal Zip Code 72370  
City Area Code 870  
Local Phone Number 970-3355  
Title of 12(b) Security Common Stock, par value $0.00001 per share  
Trading Symbol EVTV  
Security Exchange Name NASDAQ  
Entity Current Reporting Status No  
Entity Interactive Data Current No  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   15,106,088
Amendment Description This Quarterly Report on Form 10-Q/A constitutes Amendment No. 1 (the “Amendment”) to the Quarterly Report on Form 10-Q of Envirotech Vehicles, Inc. (the “Company”) for the quarterly period ended March 31, 2023, which was originally filed with the Securities and Exchange Commission on October 16, 2023 (the “Original Filing”). This Amendment is being filed solely to correct a scrivener’s error in Part I, Item 1 “Financial Statements,” related to the presentation of “Restricted Cash” in the table entitled “Unaudited Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022.” This Amendment includes new certifications from the Company’s Chief Executive Officer and Chief Financial Officer dated as of the date of the filing of this Amendment, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The certifications are filed with this Amendment as Exhibits 31.1, 31.2, 32.1 and 32.2.   Other than as described above, this Amendment does not amend, update or restate any information included in the Original Filing. This Amendment does not reflect events occurring after the Original Filing or modify or update disclosures in the Original Filing affected by subsequent events. This Amendment should be read in conjunction with the Original Filing.  
v3.23.3
Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
Mar. 31, 2023
Dec. 31, 2022
ASSETS    
Cash and cash equivalents $ 1,668,909 $ 2,765,068
Restricted Cash 60,684 60,399
Marketable securities 1,009,378 2,336,402
Accounts receivable, net of allowance of $271,218 and $271,218, respectively 1,889,514 2,073,691
Inventory, net 5,733,421 5,671,326
Inventory deposits 5,169,872 4,829,933
Prepaid expenses 284,468 445,963
Other current assets 180,023 156,457
Total current assets 15,996,269 18,339,239
Property and equipment, net 358,958 368,461
Goodwill 14,682,620 14,682,620
Other non-current assets 93,370 93,369
Total assets 31,131,217 33,483,689
Current liabilities:    
Accounts payable 884,045 603,744
Accrued liabilities 357,848 652,528
Notes payable - current 60,000 215,766
Total current liabilities 1,301,893 1,472,038
Long-term liabilities    
Notes payable - long-term 15,108 16,671
Total liabilities 1,317,001 1,488,709
Stockholders’ equity (deficit):    
Preferred stock, 5,000,000 authorized, $0.00001 par value per share, none issued and outstanding as of March 31, 2023, and December 31, 2022 0 0
Common stock, 350,000,000 authorized, $0.00001 par value per share, 15,021,088 and 15,021,088 Issued and outstanding as of March 31, 2023, and December 31, 2022, respectively 150 150
Additional paid-in capital 84,010,494 83,923,350
Accumulated deficit (54,196,428) (51,928,520)
Total stockholders’ equity 29,814,216 31,994,980
Total liabilities and stockholders’ equity $ 31,131,217 $ 33,483,689
v3.23.3
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)
Mar. 31, 2023
Dec. 31, 2022
Allowance $ 271,218 $ 271,218
Preferred Stock, Shares Authorized (in shares) 5,000,000 5,000,000
Preferred stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Preferred Stock, Shares Outstanding (in shares) 0 0
Preferred stock, shares issued (in shares) 0 0
Common stock, shares authorized (in shares) 350,000,000 350,000,000
Common stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Common stock, shares issued (in shares) 15,021,088 15,021,088
Common stock, shares outstanding (in shares) 15,021,088 15,021,088
v3.23.3
Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Sales $ 523,199 $ 89,900
Cost of sales 404,836 76,427
Gross profit 118,363 13,473
Operating expenses    
General and administrative 2,165,532 2,882,848
Consulting 174,809 70,800
Research and development 70,888 0
Total operating expenses, net 2,411,229 2,953,648
Income (loss) from operations (2,292,866) (2,940,175)
Other income (expense):    
Interest income, net 32,153 12,272
Other income (7,195) (8,959)
Total other income 24,958 3,313
Loss before income taxes (2,267,908) (2,936,862)
Income tax expense 0 0
Net loss $ (2,267,908) $ (2,936,862)
Net loss per share to common stockholders:    
Basic and diluted (in dollars per share) $ (0.15) $ (0.20)
Weighted shares used in the computation of net loss per share:    
Basic and diluted (in shares) 15,021,088 14,926,860
v3.23.3
Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance (in shares) at Dec. 31, 2021 14,912,189      
Balance at Dec. 31, 2021 $ 149 $ 81,866,075 $ (8,124,360) $ 73,741,864
Stock based compensation 0 1,614,845 0 1,614,845
Net loss $ 0 0 (2,936,862) (2,936,862)
Common stock issued for cash (in shares) 50,000      
Common stock issued for cash $ 1 119,999 0 120,000
Common stock issued for lawsuit settlement (in shares) 38,484      
Common stock issued for lawsuit settlement $ 0 197,431 0 197,431
Balance (in shares) at Mar. 31, 2022 15,000,673      
Balance at Mar. 31, 2022 $ 150 83,798,350 (11,061,222) 72,737,278
Balance (in shares) at Dec. 31, 2022 15,021,088      
Balance at Dec. 31, 2022 $ 150 83,923,350 (51,928,520) 31,994,980
Stock based compensation 0 87,144 0 87,144
Net loss $ 0 0 (2,267,908) (2,267,908)
Balance (in shares) at Mar. 31, 2023 15,021,088      
Balance at Mar. 31, 2023 $ 150 $ 84,010,494 $ (54,196,428) $ 29,814,216
v3.23.3
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Cash flows from operating activities:    
Net loss $ (2,267,908) $ (2,936,862)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 28,984 18,659
Unrealized loss on marketable securities 7,195 4,137
Stock based compensation expense 87,144 1,614,845
Changes in assets and liabilities:    
Accounts receivable 184,177 (89,352)
Inventory (62,095) (3,435,765)
Inventory deposits (339,939) 1,032,114
Prepaid expenses 161,495 125,119
Other current assets (33,337) 0
Other non-current assets 0 160,770
Accounts payable 280,297 (67,940)
Accrued liabilities (294,676) (331,259)
Net cash used in operating activities (2,248,663) (3,905,534)
Cash flows from investing activities:    
Purchase of property and equipment, net (19,481) (12,502)
Investment in marketable securities 0 (999,937)
Sale of marketable securities 1,329,599 4,000,000
Net cash provided by investing activities 1,310,118 2,987,561
Cash flows from financing activities:    
Proceeds from issuance of common stock 0 120,000
Principal repayments on debt (157,329) (7,947)
Net cash (used in) provided by financing activities (157,329) 112,053
Net change in cash, restricted cash and cash equivalents (1,095,874) (805,920)
Cash, restricted cash and cash equivalents at the beginning of the period 2,825,467 4,906,525
Cash, restricted cash and cash equivalents at the end of the period 1,729,593 4,100,605
Supplemental cash flow disclosures:    
Non-cash common stock lawsuit settlement $ 0 $ 197,431
v3.23.3
Note 1 - Organization and Operations
3 Months Ended
Mar. 31, 2023
Notes to Financial Statements  
Nature of Operations [Text Block]

1.

Organization and Operations

 

Envirotech Vehicles, Inc. (“we”, “us”, “our” or the “Company”) is a provider of purpose-built zero-emission electric vehicles focused on reducing the total cost of vehicle ownership and helping fleet operators unlock the benefits of green technology. The Company serves commercial and last-mile fleets, school districts, public and private transportation service companies, and colleges and universities to meet the increasing demand for light to heavy-duty electric vehicles. The Company’s vehicles address the challenges of traditional fuel price cost instability and local, state, and federal regulatory compliance.

 

On February 22, 2022, the Company announced Osceola, Arkansas, as the site of its state-of-the-art manufacturing facility and new corporate offices. The Company has moved into an approximately 580,000 square foot facility.

 

On June 28, 2022, we effected a 20-for-1 stock split of our common stock with no change to authorized shares of common stock. All share, restricted stock unit (“RSU”), and per share or per RSU information through this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the stock split. The shares of common stock retain a par value of $0.00001 per share. Accordingly, an amount equal to the par value of the decreased shares resulting from the reverse stock split was reclassified from “Common Stock” to “Additional paid-in capital.”

 

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Note 2 - Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2023
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

2.

Summary of Significant Accounting Policies

 

Basis of Presentation—The consolidated financial statements and related disclosures include the consolidated balance sheet accounts as of March 31, 2023 and the consolidated results of operations for the three months ended March 31, 2023 of Envirotech Vehicles, Inc. and subsidiaries. These consolidated financial statements are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the Company’s opinion, these unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These unaudited financial statements should be read in conjunction with the Envirotech Vehicles, Inc.'s audited financial statements for the years ended  December 31, 2022 and 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on September 26, 2023. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year.

 

Principles of Consolidation—The accompanying financial statements reflect the consolidation of the financial statements of Envirotech Vehicles, Inc., its wholly-owned subsidiary Envirotech Drive Systems Incorporated, ADOMANI California, Inc., ADOMANI ZEV Sales, Inc., Zero Emission Truck and Bus Sales of Arizona, Inc., Envirotech Vehicles, Inc. (Philippines) and ZEV Resources, Inc. All significant intercompany accounts and transactions have been eliminated.

 

Use of Estimates—The preparation of financial statements in conformity with GAAP 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. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments—The carrying values of the Company’s financial instruments, including cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 820, “Fair Value Measurement” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1:         Observable inputs such as quoted prices in active markets;

 

Level 2:         Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3:         Unobservable inputs that are supported by little or no market data and that require the reporting entity to develop its own assumptions.

 

The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.

 

Revenue Recognition—The Company recognizes revenue from the sales of zero-emission electric vehicles and vehicle maintenance and inspection services. The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers”, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. At March 31, 2023, the Company did have a concentration of customers; six customers’ balances account for approximately 74 percent of the outstanding accounts receivable; for the three months ended March 31, 2023, 4 customers accounted for 100% of the reported revenue.

 

In applying ASC Topic 606, the Company is required to:

 

 

(1)

identify any contracts with customers;

 

 

(2)

determine if multiple performance obligations exist;

 

 

(3)

determine the transaction price;

 

 

(4)

allocate the transaction price to the respective obligation; and

 

 

(5)

recognize the revenue as the obligation is satisfied.

 

Product revenue includes the sale of electric trucks and cargo vans. These sales represent a single performance obligation and revenue is recognized when the vehicle is delivered and the customer has accepted the vehicle and signed the appropriate documentation acknowledging receipt of the vehicle. At this time, the title of the vehicle is transferred to the customer.

 

Cash and Cash Equivalents—The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less to be cash equivalents. The recorded value of our restricted cash and cash equivalents approximates their fair value. The Company had $60,684 and $60,399 restricted cash at March 31, 2023 and at December 31, 2022, respectively. The amounts at both dates relate to balances required by our bank to support certain minor activities. See Concentration of Credit Risk below in this Note.

 

Marketable Securities—The Company invests in short-term, highly liquid, marketable securities, such as U.S. Treasury notes, U.S. Treasury bonds, and other government-backed securities. The Company classifies these marketable securities as held-to-maturity, as the intent is not to liquidate them prior to the respective stated maturity date. At March 31, 2023, the aggregate amount of the Company’s investments in marketable securities was $1,009,378. These securities had original maturity dates ranging from 154 days to 199 days, and at March 31, 2023, the remaining maturity dates on these securities ranged from 91 days to 182 days. Investments in marketable securities at  December 31, 2022 were $2,336,402.

 

Accounts Receivable and Allowance for Doubtful Accounts—The Company establishes an allowance for bad debts through a review of several factors, including historical collection experience, current aging status of the customer accounts, and financial condition of its customers. The Company does not generally require collateral for its accounts receivable. The Company had trade accounts receivable of $2,160,732 as of March 31, 2023 and a recorded allowance for bad debt of $271,218 based on a review of factors noted above, resulting in a net trade accounts receivable balance of $1,889,514. The Company had trade accounts receivable of $2,344,909 as of December 31, 2022 and a recorded allowance for bad debt of $271,218, resulting in a net trade accounts receivable balance of $2,073,691. A significant portion of the Company’s sales are made to customers who qualify for state-sponsored grant programs which can cover a significant portion, up to all of a vehicle’s purchase price. Grant monies are paid directly to vehicle dealers like the Company after the customer and the dealer meet state requirements related to the transaction; reimbursements to the Company may take two to nine months from the date of request before being received. The Company does not provide an allowance for doubtful accounts related to sales made utilizing state grant funds, as those funds are guaranteed by the state(s) once awarded. The trade accounts receivable balance at March 31, 2023 is from credit-worthy customers, many of whom are our Company’s FARs, the  December 31, 2022 balance was in the collection process for guaranteed state grant funding subsequent to that date. Account receivable balances guaranteed by state grant funding as a percentage of total were 82% and 70% on March 31, 2023 and December 31, 2022, respectively. As discussed above, at March 31, 2023, the Company did have a concentration of customers; six customers’ balances account for approximately 74 percent of the outstanding accounts receivable; for the three months ended March 31, 2023, 4 customers accounted for 100 percent of the reported revenue.

 

Inventory and Inventory Valuation Allowance—The Company records inventory at the lower of cost or market, and uses a First In, First Out (“FIFO”) accounting valuation methodology and establishes an inventory valuation allowance for vehicles that it does not intend to sell in the future. The Company had finished goods inventory on hand of $5,745,850 as of March 31, 2023 and recorded an inventory valuation allowance of $12,429 related to three vehicles that the Company does not intend to sell in the future as of March 31, 2023, resulting in a net inventory balance of $5,733,421 as of March 31, 2023. The Company had finished goods inventory on hand and a related inventory valuation of $5,683,755 and $12,429 allowance as of December 31, 2022, resulting in a net inventory balance of $5,671,326.

 

Inventory Deposits—Certain of our vendors require the Company to pay upfront deposits before they will commence manufacturing our vehicles, and then require progress deposits through the production cycle and before the finished vehicles are shipped. These deposits are classified as inventory deposits in the Balance Sheet. Upon completion of production acceptance by the Company, and passage of title to the Company, deposits are reclassified to inventory. The Company had inventory deposits of $5,169,872 and $4,829,933 as of March 31, 2023 and December 31, 2022, respectively. Deposits paid to one vendor accounted for 92 percent of the deposits outstanding at March 31, 2023.

 

Income Taxes—The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.

 

Accounting for Uncertainty in Income Taxes—The Company evaluates its uncertain tax positions and will recognize a loss contingency when it is probable that a liability has been incurred as of the date of the financial statements and the amount of the loss can be reasonably estimated. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. At  March 31, 2023 and December 31, 2022, respectively, management did not identify any uncertain tax positions.

 

Net Income (Loss) Per Share—Basic net income (loss) per share is calculated by dividing the Company’s net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period.

 

Diluted net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the diluted weighted average number of shares of common stock outstanding during the period. The diluted weighted average number of shares of common stock outstanding is the basic weighted number of shares of common stock adjusted for any potentially dilutive debt or equity securities. As of March 31, 2023, 608,266 shares of the Company’s common stock were subject to issuance upon the exercise of stock options then outstanding and 1,389,584 shares of the Company’s common stock were subject to issuance upon the exercise of warrants then outstanding.

 

Concentration of Credit Risk—The Company has credit risks related to cash and cash equivalents on deposit with a federally insured bank, as at times it exceeds the $250,000 maximum amount insured by the Federal Deposit Insurance Corporation (“FDIC”). Additionally, the Company maintains cash and short-term securities invested at Arvest Bank, National Association (“Arvest”). Between FDIC and the Securities Investor Protection Corporation (“SIPC”) coverage, funds up to $750,000, which may include cash up to $500,000, are insured. In addition, Arvest provides excess insurance acquired by them from SIPC for unlimited per customer securities up to a $1 billion cap.

 

During the three months ended March 31, 2023, the Company’s bank required compensating balances for a subsidiary’s potential lease exposure and for the Company’s credit card limit, resulting in restricted cash of $60,684 at March 31, 2023.

 

Impairment of Long-Lived Assets—Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates these assets to determine potential impairment by comparing the carrying amount to the undiscounted estimated future cash flows of the related assets. If the estimated undiscounted cash flows are less than the carrying value of the assets, the assets are written down to their fair value. There was no impairment of long-lived assets, or property and equipment, as of March 31, 2023 and December 31, 2022, respectively.

 

Goodwill—Goodwill represents the excess acquisition cost over the fair value of the net tangible and intangible assets acquired. Goodwill is not amortized and is subject to annual impairment testing on or between annual tests if an event or change in circumstance occurs that would more likely than not reduce the fair value of a reporting unit below its carrying value. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it can conclude the assessment. If the Company concludes otherwise, the Company is required to perform a quantitative analysis to determine the amount of impairment, if any. The Company has determined that it has one reporting unit, and based on both qualitative and quantitative analysis, it is management’s assessments at March 31, 2023, that $14,682,620 in goodwill did not experience impairment. The Company recorded a non-cash goodwill impairment charge of $37,093,047 for the year ended December 31, 2022 resulting in a goodwill balance of $14,682,620 on that date.

 

Research and Development—Costs incurred in connection with the development of new products and manufacturing methods are charged to operating expenses as incurred. Research and development costs were $70,888 during the three months ended March 31, 2023. There were no research and development costs for the three months ended March 31, 2022

 

Stock-Based Compensation—The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, “Compensation-Stock Compensation”, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. Non-cash stock-based compensation expense of $87,144 was recorded for the three months ended March 31, 2023.

 

Property and Equipment— Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company provides for depreciation using the straight-line method over the estimated useful lives of the assets, which range from three to five years, except leasehold improvements, which are being amortized over the shorter of its useful life or the lease term. Property and equipment qualify for capitalization if the purchase price exceeds $2,000. Major repairs and replacements, which extend the useful lives of equipment, are capitalized and depreciated over the estimated useful lives of the property. All other maintenance and repairs are expensed as incurred.

 

Leases—The Company accounts for leases as required by ASC Topic 842. The guidance requires companies to recognize leased assets and liabilities on the balance sheet and to disclose key information regarding leasing arrangements.

 

Recent Accounting Pronouncements—Management has considered all recent accounting pronouncements issued, but not effective, and does not believe that they will have a significant impact on the Company’s financial statements.

  

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Note 3 - Property and Equipment, Net
3 Months Ended
Mar. 31, 2023
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]

3.

Property and Equipment, Net

 

Components of property and equipment, net, consist of the following as of  March 31, 2023 and December 31, 2022:

 

  

March 31,

  

December 31,

 
  

2023

  

2022

 

Furniture and fixtures

 $56,646  $56,646 

Leasehold improvements

  122,711   122,711 

Machinery & equipment

  170,333   165,753 

Vehicles

  252,725   252,724 

Test/Demo vehicles

  30,684   15,784 

Total property and equipment

  633,099   613,618 

Less accumulated depreciation

  (274,141)  (245,157)

Net property and equipment

 $358,958  $368,461 

 

Depreciation expense was $28,984 and $18,659 for the three months ended March 31, 2023 and 2022, respectively.

 

v3.23.3
Note 4 - Debt
3 Months Ended
Mar. 31, 2023
Notes to Financial Statements  
Debt Disclosure [Text Block]

4.

Debt

 

On June 15, 2021, the Company entered into an equipment financing agreement with Navitas Credit Corp. in connection with the purchase of certain inventory management software. The $63,576 loan is payable over twenty-four months, beginning in July 2021, with monthly payments of $2,648.99. The balance of this note is $5,298 and is classified as Notes Payable - Current on the Company's Consolidated Balance Sheets on  March 31, 2023.

 

On July 15, 2022, the Company entered into an equipment financing agreement with Wells Fargo in connection with the purchase of facility grounds equipment. The $18,755 loan is payable over 36 months, beginning in August 2022, with monthly payments of $521. The balance of this note is $21,360 of which $6,252 is classified as Notes Payable - current and $15,108 is classified as Notes Payable - Long Term on the Company's Consolidated Balance Sheets on March 31, 2023.

 

 

Effective June 15, 2022, the Company entered into a premium financing agreement with First Insurance Funding to finance certain insurance coverage. The $225,000 loan is payable over nine months, beginning in July 2022, and bears interest at 5.8% with monthly payments of $25,608. The balance of this note is zero on March 31, 2023.

 

Effective August 20, 2022, the Company entered into a second premium financing agreement with First Insurance Funding to finance other insurance coverages. The $214,088 loan is payable over nine months, beginning in September 2022, and bears interest at 6.3% with monthly payments of $24,416. The balance of this note is $48,451 and is classified as Notes Payable - Current on the Company's Consolidated Balance Sheets on March 31, 2023.

 

 

Effective August 4, 2022, EVT secured a line of credit from Centennial Bank. Borrowings under the line of credit bear interest at 2.75% annually. There is no maturity date for the line, but Centennial Bank may at any time, in its sole discretion and without cause, demand the Company immediately repay any and all outstanding obligations under the line of credit in whole or in part. The line is secured by the cash and cash equivalents maintained by the Company in its Centennial Bank accounts. Borrowings under the line may not exceed cash, cash equivalents, and marketable securities balances up to $1,000,000. There was no principal amount outstanding on  March 31, 2023 and there is no current plan to borrow from it.