Financial Performance - The company reported net losses of $43.8 million for the year ended December 31, 2022, compared to a net loss of $7.7 million in 2021, which included a non-cash goodwill impairment charge of $37.1 million[17]. - For the years ended December 31, 2022 and 2021, the company incurred net losses of $44.1 million and $7.7 million, respectively, with the 2022 loss including approximately $39.4 million of non-cash expenses[119]. - As of December 31, 2022, the company had working capital of approximately $16.9 million and an accumulated deficit of approximately $52.2 million[119]. - The company did not generate significant revenues for the years ended December 31, 2022 and 2021, partly due to COVID-19 restrictions and the absence of HVIP funding available to customers[116]. - The company anticipates that operating expenses will increase significantly in the foreseeable future as it expands its business model and develops new products[120]. - The company has a history of losses and may not achieve or sustain profitability in the future due to anticipated increases in operating expenses[118]. Market and Industry Trends - According to the International Energy Agency, global electric vehicle sales reached approximately 6.6 million units in 2021, representing just under 10% of total vehicle sales[22]. - Electric trucks accounted for only 0.3% of global truck sales in 2021, with China representing 90% of new electric truck registrations[26]. - The U.S. is projected to need 2.13 million Level 2 and 172,000 Level 3 EV chargers by 2030, a significant increase from current levels[24]. - Anticipated increased demand for alternative fuel vehicles is expected to intensify competition in the industry[136]. - Demand volatility in the zero-emission electric vehicle industry may adversely affect operating results, particularly for a low-volume producer like the company[140]. Government Regulations and Incentives - The Infrastructure Bill includes $7.5 billion to build a national network of 500,000 chargers by 2030, supporting the deployment of EV infrastructure[25]. - Federal tax credits for electric vehicles include $7,500 for vehicles under 14,000 lbs and up to $40,000 for commercial vehicles over 14,000 lbs[42]. - California has set a target for a 100% ban on the sale of internal combustion engines for passenger cars and pickup trucks by 2035, with similar bans for medium- and heavy-duty trucks to follow[43]. - The EPA has committed to distributing $5 billion over five years via the Clean School Bus Program, with approximately $1 billion allocated in 2022 and expected again in 2023[37]. - The HVIP program allocates over $1.7 billion for Clean Transportation Incentives, with zero-emission Class 3 trucks eligible for up to $45,000 per vehicle[76][77]. Company Strategy and Operations - The company focuses on zero-emission electric vehicles, serving commercial and last-mile fleets, with offerings including electric Class 4 logistics vans and urban trucks[14]. - The company aims to address the challenges of traditional fuel price instability and environmental regulatory compliance through its electric vehicle offerings[14]. - The company plans to expand its manufacturing capabilities in Osceola, Arkansas, to produce vehicles domestically in 2023[49]. - The company is actively seeking partnerships for sales, service, and support to enhance its market presence[49]. - The company aims to reduce total cost of ownership by providing zero-emission electric vehicles that lower fuel and maintenance costs[46]. Supply Chain and Manufacturing Challenges - The company relies on third parties for timely delivery of raw materials and components, and any disruptions could adversely affect its operations[1]. - The company is heavily reliant on third-party suppliers for critical components such as batteries, traction motors, and power electronics, which exposes it to supply chain disruptions and price volatility[157]. - The company does not maintain long-term agreements with suppliers, which increases exposure to price fluctuations and availability issues for essential materials[160]. - The company is actively seeking new suppliers and negotiating cost reductions to manage supplier costs and mitigate future increases[165]. - The ability to scale manufacturing processes effectively is critical, and any failure to do so could adversely affect production volumes and quality[177]. Competition and Market Risks - The company faces substantial competition from established players like Ford, Tesla, and General Motors, which have greater financial resources and market recognition[135]. - Factors affecting competition include product quality, pricing, and customer service, with increased competition potentially leading to lower vehicle unit sales and revenue[137]. - Current costs for commercial zero-emission electric vehicles are higher than those for gas or diesel vehicles, affecting competitiveness[148]. - Extended periods of low petroleum prices could reduce demand for zero-emission vehicles, adversely impacting business prospects[145]. - The sales cycle for the company is long and unpredictable, making revenue generation difficult to project[142]. Legal and Regulatory Risks - The company faces substantial regulatory risks, including evolving regulations related to electric vehicles and lithium-ion batteries[195]. - The company relies on intellectual property laws to protect its proprietary technology, but the effectiveness of these measures may be inadequate[201]. - Legal proceedings could result in substantial liabilities, impacting the company's business operations and financial condition[206]. - The company may face significant costs due to potential infringement claims related to intellectual property rights, which could adversely affect its financial results[204]. Environmental and Safety Considerations - Environmental laws and regulations could impose substantial costs and cause delays in opening sales and service facilities[199]. - Compliance with safety regulations may be costly and challenging, impacting the company's operational efficiency[182]. - The company provides a three-year warranty on parts and workmanship and a five-year warranty on powertrain and batteries for zero-emission electric products[184]. - The company relies on lithium-ion battery packs in its electric vehicles, which pose safety risks that could lead to liability and adverse publicity[208].

Envirotech Vehicles, Inc. (NASDAQ:EVTV) Q3 2022 Earnings Conference Call November 15, 2022 8:30 AM ET Company Participants Eduardo Royes - Managing Director, ICR Phillip Oldridge - Chief Executive Officer Christian Rodich - Chief Financial Officer Susan Emry - Executive Vice President Conference Call Participants Operator Good day, ladies and gentlemen, and welcome to Envirotech Vehicle Incorporated Third Quarter 2022 Earnings Call. All lines have been placed in a listen-only mode and the floor will be open ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | --- | |------------------------------------------------------------------------------------------------------------|------------------------------------------------ ...

Envirotech Vehicles, Inc. (NASDAQ:EVTV) Q2 2022 Earnings Conference Call August 15, 2022 5:00 PM ET Company Participants Jane Belodeau – Vice President, IMS Investor Relations Christian Rodich – Chief Financial Officer Phillip Oldridge – Chief Executive Officer Conference Call Participants Craig Irwin – ROTH Capital Partners Steve Bokor – PI Financial Corp Dave Hammond – Private Investor Operator Good day, ladies and gentlemen, and welcome to your Envirotech Vehicle Incorporated Second Quarter 2022 Earnings ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38078 ENVIROTECH VEHICLES, INC. (Exact name of registrant as specified in its charter) Delaware 46-0774222 (State or othe ...

Envirotech Vehicles, Inc. (NASDAQ:EVTV) Q1 2022 Earnings Conference Call May 16, 2022 5:00 PM ET Company Participants Phillip Oldridge – Chairman and Chief Executive Officer Susan M. Emry – Executive Vice President Christian S. Rodich – Chief Financial Officer Jennifer Belodeau – IMS Investor Relations Conference Call Participants Frank Jones – Barlow Capital Operator Good day, ladies and gentlemen, and welcome to Envirotech Vehicle, Inc. First Quarter 2022, Earnings Call. All lines have been placed in a li ...

Table of Contents Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.00001 per share EVTV OTC Markets Group Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | |----------------------------------------------------------------------------|-------------------------------------------------| | For the transition period from __________t ...

Financial Performance - For the three months ended June 30, 2021, sales increased to $188,266 compared to $2,000 for the same period in 2020, representing a growth of 9,313%[15] - The net loss for the six months ended June 30, 2021, was $1,551,589, compared to a net loss of $183,916 for the same period in 2020, indicating an increase in losses of 746%[22] - Operating expenses for the three months ended June 30, 2021, totaled $931,354, compared to $95,405 for the same period in 2020, marking an increase of 876%[15] - The company reported a gross profit of $40,334 for the three months ended June 30, 2021, compared to $1,750 for the same period in 2020, showing a significant improvement[15] - Pro forma financial information for the six months ended June 30, 2021 showed sales of $363,470 and a net loss of $(4,195,513)[69] Assets and Liabilities - Total current assets as of June 30, 2021, were $25,841,255, a significant increase from $1,939,132 as of December 31, 2020[13] - Cash and cash equivalents at the end of the period were $8,542,199, up from $18,461 at the end of June 30, 2020, reflecting a substantial increase in liquidity[22] - Total liabilities decreased to $2,000,280 as of June 30, 2021, from $2,880,878 as of December 31, 2020, indicating a reduction in financial obligations[13] - As of June 30, 2021, the Company had trade accounts receivable of $159,177, up from $9,000 as of December 31, 2020[42] - The Company reported finished goods inventory of $1,860,320 as of June 30, 2021, compared to zero as of December 31, 2020[43] - The aggregate amount of the Company's investments in marketable securities was $12,010,190 as of June 30, 2021, with no investments reported at December 31, 2020[40] - The Company had inventory deposits of $2,877,875 as of June 30, 2021, compared to zero as of December 31, 2020[44] Acquisitions and Mergers - The company completed the acquisition of Envirotech Drive Systems, Inc. on March 15, 2021, enhancing its portfolio of zero-emission vehicles[26] - The Company completed the acquisition of EVTDS on March 15, 2021, issuing 142,558,001 shares, representing approximately 56% of the total outstanding shares post-Merger[63] - EVTDS raised $6,415,210 prior to the Merger closing, with $5 million delivered in cash to ADOMANI, Inc. at closing, leaving $258,083 in restricted cash and liabilities as of March 31, 2021[64] - The estimated purchase price allocation for the acquisition included $49,546,910 in goodwill, with total assets acquired valued at $5,570,628 and total liabilities of $1,607,916[67] - The Company incurred approximately $415,472 in transaction costs related to the Merger[67] Shareholder Information - The Company issued 38,725,475 common shares for cash, raising $16,322,049 during the period[18] - The weighted average shares used in the computation of net loss per share increased to 278,431,602 for the six months ended June 30, 2021, compared to 162,757,032 for the same period in 2020[15] - The Company had 12,398,573 shares of common stock subject to issuance upon the exercise of stock options and 29,847,994 shares subject to warrants as of June 30, 2021[51] - The Company issued 142,558,001 shares of common stock in connection with the Merger, increasing total outstanding shares to 255,233,559[80] - As of June 30, 2021, the Company had outstanding warrants to purchase 29,847,994 shares of common stock, all of which were exercisable[85] Expenses and Obligations - Rent expense under the SRI Equipment Leases for the three months ended June 30, 2021 was $23,313, compared to $29,312 for the same period in 2020[94] - The total net rent expense for the six months ended June 30, 2021, was $190,796, compared to $78,104 for the same period in 2020, representing an increase of 144%[103] - The company recognized total lease expenses of $213,002 for the six months ended June 30, 2021, compared to $78,104 for the same period in 2020, indicating a significant increase[119] - The company has future minimum payments under contractual commitments totaling $225,000 as of June 30, 2021, with $171,680 due within one year[106] Legal and Regulatory Matters - The company is involved in ongoing legal disputes, including a civil claim filed by GreenPower Motor Company Inc. against the CEO, alleging breach of fiduciary duties[107] Market Risks - The company does not currently face material market risks such as interest rate fluctuation risk and foreign currency exchange risk[177] - ADOMANI anticipates that revenue may be significantly impacted by fluctuations in foreign currency exchange rates, particularly with operations in China[178] - The company expects a majority of international revenue and expenses to be denominated in Chinese Yuan[178] - Risks associated with the costs of raw materials, primarily batteries, may affect operating results or financial condition[178] - International selling, marketing, and administrative costs related to foreign sales are expected to be largely denominated in the same foreign currency, potentially mitigating foreign currency exchange risk exposure[178]

PART I. FINANCIAL INFORMATION This section encompasses the company's unaudited consolidated financial statements, management's discussion and analysis, market risk disclosures, and internal controls and procedures [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=Item%201.%20Financial%20Statements) The financial statements present the unaudited consolidated balance sheets, statements of operations, stockholders' equity (deficit), and cash flows for ADOMANI, Inc. and its subsidiaries, including the impact of the EVTDS reverse acquisition. Key financial figures show significant changes in assets, liabilities, and operational results compared to the prior period, largely driven by the merger and related financing activities [Unaudited Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Consolidated%20Balance%20Sheets) Consolidated Balance Sheets (Unaudited) | ASSETS | | March 31, 2021 | | December 31, 2020 | |:---|:---|:---|:---|:---| | Current assets: ||||| | Cash and cash equivalents | $ | 8,255,333 | $ | 136,222 | | Restricted cash | | 258,083 | | 1,793,910 | | Accounts receivable | | 164,197 | | 9,000 | | Inventory, net | | 983,025 | | — | | Prepaid expenses | | 972,155 | | — | | Other current assets | | 15,029 | | — | | Total current assets | | 10,647,822 | | 1,939,132 | | Property and equipment, net | | 85,436 | | 227,561 | | Goodwill | | 49,546,910 | | — | | Other non-current assets | | 403,309 | | 242,025 | | **Total assets** | **$** | **60,683,477** | **$** | **2,408,718** | | LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ||||| | Current liabilities: ||||| | Accounts payable | $ | 142,340 | $ | 345,383 | | Accrued liabilities | | 1,322,898 | | 2,382,660 | | Notes payable, net | | 404,203 | | — | | Total current liabilities | | 1,869,441 | | 2,728,043 | | Long-term liabilities ||||| | Other non-current liabilities | | 162,906 | | — | | Notes payable, net | | 13,511 | | 152,835 | | Total liabilities | | 2,045,858 | | 2,880,878 | | Stockholders' equity: ||||| | Preferred stock, 5,000,000 authorized $0.00001 par value, none issued and outstanding as of March 31, 2021 | | — | | — | | Common stock, 350,000,000 authorized $0.00001 par value, 255,233,558 and 1 issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | | 2,552 | | 100 | | Additional paid-in capital | | 59,765,837 | | — | | Accumulated deficit | | (1,130,770) | | (472,260) | | Total stockholders' equity (deficit) | | 58,637,619 | | (472,160) | | **Total liabilities and stockholders' equity (deficit)** | **$** | **60,683,477** | **$** | **2,408,718** | [Unaudited Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations) Consolidated Statements of Operations (Unaudited) | | For the Three Months Ended | |:---|:---|:---| | | March 31, 2021 | March 31, 2020 | | Sales | $ 470,793 | $ 86,735 | | Cost of sales | 313,434 | 73,310 | | Gross profit | 157,359 | 13,425 | | Operating expenses ||| | General and administrative | 585,903 | 88,185 | | Consulting | 10,250 | 22,500 | | Total operating expenses, net | 596,153 | 110,685 | | Loss from operations | (438,794) | (97,260) | | Other income (expense): ||| | Interest income (expense), net | (922) | — | | Other income (expense) | (494) | — | | Total other income (expense) | (1,416) | — | | Loss before income taxes | (440,210) | (97,260) | | Income tax expense | (218,300) | — | | **Net loss** | **$ (658,510)** | **$ (97,260)** | | Net loss per share to common stockholders: ||| | Basic and diluted | $ (0.01) | $ (97,260) | | Weighted shares used in the computation of net loss per share: ||| | Basic and diluted | 45,374,856 | 1 | [Unaudited Consolidated Statements of Stockholders' Equity (Deficit)](index=6&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%20%28Deficit%29) Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) | | Common Shares | Common Stock Amount | Additional Paid-In Capital | Accumulated Deficit | Stockholders' Equity (Deficit) | |:---|:---|:---|:---|:---|:---| | Balance, December 31, 2020 | 1 | $100 | $— | $(472,260) | $(472,160) | | Common stock issued for cash | 142,558,000 | 1,325 | 6,413,785 | — | 6,415,110 | | Common stock issued in merger | 112,675,557 | 1,127 | 53,508,495 | — | 53,509,622 | | Offering costs netted against proceeds | — | — | (156,443) | — | (156,443) | | Net loss | — | — | — | (658,510) | (658,510) | | **Balance, March 31, 2021** | **255,233,558** | **$2,552** | **$59,765,837** | **$(1,130,770)** | **$58,637,619** | [Unaudited Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statements of Cash Flow Data (Unaudited) | | Three Months Ended | |:---|:---|:---| | Cash flows from operating activities: | March 31, 2021 | March 31, 2020 | | Net loss | $ (658,510) | $ (97,260) | | Adjustments to reconcile net loss to net cash used in operating activities: ||| | Depreciation and amortization | 7,996 | — | | Changes in assets and liabilities: ||| | Accounts receivable | (151,824) | (7,000) | | Prepaid Expenses | 38,705 | — | | Other current assets | 244,488 | — | | Inventory | (331,361) | — | | Accounts payable | (416,461) | (111,115) | | Accrued liabilities | (1,530,046) | — | | Other non-current liabilities | (98,866) | — | | Net cash used in operating activities | (2,895,880) | (215,375) | | Cash flows from investing activities: ||| | Cash acquired in merger | 3,373,332 | — | | Net cash provided by investing activities | 3,373,332 | — | | Cash flows from financing activities: ||| | Proceeds from issuance of common stock | 6,415,110 | — | | Payments for offering costs | (156,443) | — | | Principal repayments on long term debt (SBA) | (152,835) | — | | Net cash provided by financing activities | 6,105,832 | — | | Net change in cash, restricted cash, and cash equivalents | 6,583,284 | (215,375) | | Cash, restricted cash, and cash equivalents at the beginning of the period | 1,930,132 | 324,055 | | **Cash, restricted cash, and cash equivalents at the end of the period** | **$ 8,513,416** | **$ 108,680** | | Supplemental cash flow disclosures: ||| | Cash paid for interest expense | $ — | $ — | | Cash paid for income taxes | $ — | $ — | | Non-cash transactions: ||| | Fair value of shares issued for acquisition | $ 53,509,622 | $ — | [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) [1. Organization and Operations](index=8&type=section&id=1.%20Organization%20and%20Operations) - **ADOMANI, Inc.** is a provider of purpose-built zero-emission electric vehicles for commercial and last-mile fleets, school districts, and transportation companies. On March 15, 2021, the Company completed the acquisition of **Envirotech Drive Systems, Inc. (EVTDS)**, a supplier of zero-emission trucks, cargo vans, and chassis[24](index=24&type=chunk) [2. Summary of Significant Accounting Policies](index=8&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) - The financial statements are unaudited and reflect the consolidation of **EVTDS** for the entire three-month period ended March 31, 2021, and **ADOMANI, Inc.** for the post-merger period (March 16-31, 2021)[25](index=25&type=chunk) - Revenue is recognized from sales of zero-emission electric vehicles and vehicle maintenance/inspection services when title transfers or services are invoiced, in accordance with ASC Topic 606[32](index=32&type=chunk)[34](index=34&type=chunk)[36](index=36&type=chunk) - The Company recognized a full valuation allowance for all deferred tax assets as of March 31, 2021, resulting in an **income tax expense** of **$218,300** for the three months ended March 31, 2021[43](index=43&type=chunk) - No **stock-based compensation expense** was recorded for the three months ended March 31, 2021, as all outstanding unvested employee stock options became **fully vested** upon the merger close and change in control, and no new options were granted[55](index=55&type=chunk) [3. Merger](index=12&type=section&id=3.%20Merger) - On March 16, 2021, **ADOMANI, Inc.** completed the acquisition of **EVTDS**, with **EVTDS** surviving as a wholly-owned subsidiary. This was a reverse acquisition where **EVTDS** was the accounting acquirer, issuing 142,558,000 shares (**56%** of total outstanding) to former **EVTDS** stockholders[59](index=59&type=chunk) Estimated Allocation of Purchase Price for ADOMANI, Inc. Acquisition (as of March 15, 2021) | Item | Amount | |:---|:---| | Accounts receivable and other current assets | $ 1,680,926 | | Property and equipment | 86,873 | | Right of use asset | 369,987 | | Other assets | 59,510 | | Goodwill | 49,546,910 | | Accounts payable and accrued expenses | (820,389) | | Lease liability | (369,987) | | Notes payable | (417,540) | | **Purchase price, net of $3,373,332 cash acquired** | **$ 50,136,290** | Unaudited Pro Forma Combined Results of Operations | Pro forma combined results of operations | For the three months ended | | |:---|:---|:---| | | March 31, 2021 | March 31, 2020 | | Sales | $ 168,204 | $ 290,457 | | Net loss | $ (3,302,434) | $ (1,365,240) | [4. Property and Equipment, Net](index=14&type=section&id=4.%20Property%20and%20Equipment%2C%20Net) Components of Property and Equipment, Net | Item | March 31, 2021 | December 31, 2020 | |:---|:---|:---| | Furniture and fixtures | $ 41,798 | $ — | | Leasehold improvements | 35,042 | 30,166 | | Computers | 59,668 | — | | Machinery & equipment | 22,440 | 92,853 | | Vehicles | 72,299 | 128,999 | | Test/Demo vehicles | 15,784 | — | | Total property and equipment | $ 247,031 | $ 252,018 | | Less accumulated depreciation | (161,595) | (24,457) | | **Net property and equipment** | **$ 85,436** | **$ 227,561** | - Depreciation expense was **$7,996** for the three months ended March 31, 2021, compared to **$0** for the same period in 2020. The March 31, 2021 balances reflect **ADOMANI, Inc.** assets acquired in the Merger, as **EVTDS** sold its property and equipment in Q1 2021[68](index=68&type=chunk)[69](index=69&type=chunk) [5. Debt](index=14&type=section&id=5.%20Debt) - **EVTDS** repaid its **$150,000 SBA Economic Injury Disaster Loan (EIDL)** plus accrued interest of **$153,668** in connection with the Merger[70](index=70&type=chunk)[72](index=72&type=chunk) - **ADOMANI, Inc.** received a **$261,244 Paycheck Protection Program (PPP)** loan, for which **100%** forgiveness was internally approved by Wells Fargo and forwarded to SBA. As of March 31, 2021, the principal and accrued interest was **$263,582**[73](index=73&type=chunk) - **ADOMANI, Inc.** also received a **$150,000 SBA EIDL** loan, with principal and accrued interest of **$154,131** as of March 31, 2021, which was repaid on May 17, 2021[74](index=74&type=chunk)[110](index=110&type=chunk) - The company has an available line of credit from **Morgan Stanley**, secured by cash and cash equivalents, with a maximum borrowing capacity of approximately **$5.4 million** at March 31, 2021, but no outstanding principal[75](index=75&type=chunk)[146](index=146&type=chunk) [6. Common Stock](index=16&type=section&id=6.%20Common%20Stock) - In connection with the Merger, 142,558,000 **shares of ADOMANI, Inc. common stock** were issued to former **EVTDS** stockholders, increasing total outstanding shares to 255,233,558[77](index=77&type=chunk) - The first closing of a **financing round** on December 29, 2020, raised approximately **$5.3 million** net cash proceeds through the sale of 11,500,000 **common shares** and warrants to purchase up to 8,625,001 shares[79](index=79&type=chunk) [7. Stock Warrants](index=16&type=section&id=7.%20Stock%20Warrants) Outstanding Warrants as of March 31, 2021 | | Number of Shares | Exercise Price | Remaining Contractual Life (years) | |:---|:---|:---|:---| | Outstanding warrants expiring August 31, 2021 | 1,250,000 | 4.00 | 0.42 | | Outstanding warrants expiring June 19, 2022 | 199,659 | 6.00 | 1.21 | | Outstanding warrants expiring June 19, 2022 | 350,000 | 5.00 | 1.21 | | Outstanding warrants expiring January 9, 2023 | 256,667 | 3.75 | 1.78 | | Outstanding warrants expiring December 29, 2025 | 8,625,001 | 0.50 | 4.75 | | **Outstanding on March 31, 2021** | **10,681,327** | **$ 1.24 (Weighted Average)** | **2.80 (Weighted Average)** | - As of March 31, 2021, the **outstanding warrants** had no **intrinsic value**[82](index=82&type=chunk) [8. Stock Options](index=17&type=section&id=8.%20Stock%20Options) Outstanding Stock Options as of March 31, 2021 | | Number of Shares | Exercise Price | Weighted Average Remaining Contractual Life (years) | |:---|:---|:---|:---| | Outstanding Options at $0.10 | 5,000,000 | $0.010 | 0.96 | | Outstanding Options at $0.12 | 1,817,857 | $0.12 | 2.40 | | Outstanding Options at $0.45 | 5,845,000 | $0.45 | 8.51 | | Outstanding Options at $1.31 | 330,000 | $1.31 | 2.97 | | **Outstanding at March 31, 2021** | **12,992,857** | **$0.29 (Weighted Average)** | **4.61 (Weighted Average)** | - All **12,992,857 outstanding stock options** were **fully vested** as of March 31, 2021, with an **intrinsic value** of **$2,514,510**[84](index=84&type=chunk) [9. Related Party Transactions](index=17&type=section&id=9.%20Related%20Party%20Transactions) - The Company has a leasing agreement with **SRI Professional Services, Inc.**, a related party where the CEO also serves as an executive officer and director, for day-to-day operational services[85](index=85&type=chunk) [10. Commitments](index=17&type=section&id=10.%20Commitments) - The Company has several **operating leases** for office, warehouse space, vehicles, and trailers, with total monthly commitments of **$12,826** for **EVTDS** leases and additional leases for **ADOMANI, Inc.**[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk)[91](index=91&type=chunk) Future Minimum Payments Under Contractual Commitments (excluding debt) as of March 31, 2021 | | Total | Less than one year | Payments due by 1 - 3 years | 4 - 5 years | More than 5 years | |:---|:---|:---|:---|:---|:---| | Operating lease obligations | $ 379,151 | $ 251,684 | $ 127,466 | $ — | $ — | | Employment contract | 112,500 | 112,500 | — | — | — | | **Total** | **$ 491,651** | **$ 364,184** | **$ 127,466** | **$ —** | **$ —** | [11. Contingencies](index=18&type=section&id=11.%20Contingencies) - The Company is involved in a lawsuit filed by **GreenPower Motor Company Inc.** against its CEO and affiliated entities, alleging breach of fiduciary duties. The Company believes the lawsuit is without merit and intends to vigorously defend the action[96](index=96&type=chunk)[172](index=172&type=chunk) - A purported class action lawsuit alleges materially false and misleading statements in the Company's June 2017 Regulation A offering documents. The Company denies the allegations and intends to vigorously defend the action[98](index=98&type=chunk)[173](index=173&type=chunk)[176](index=176&type=chunk) - An investor, **Alan K. Brooks**, filed a lawsuit alleging breach of contract and other claims, seeking **$13.5 million** in damages. The Company denies the allegations and intends to vigorously defend[101](index=101&type=chunk)[176](index=176&type=chunk) - The Company filed a complaint against **Ebus, Inc.** and its insiders to recover assets purchased in a foreclosure sale, as **Ebus** prevented full possession. **Ebus** filed a cross-complaint for unjust enrichment and conversion[102](index=102&type=chunk)[177](index=177&type=chunk) [12. Leases](index=20&type=section&id=12.%20Leases) - The Company accounts for leases under ASC Topic 842, classifying all current leases as **operating leases** and applying the short-term lease exception for leases of one year or less[103](index=103&type=chunk) Quantitative Lease Information | | Three months ended | | |:---|:---|:---| | Lease cost | 2021 | March 31, 2020 | | Operating lease cost | $ 11,415 | $ — | | Short-term lease cost | $ 574,884 | $ 55,177 | | **Total lease cost** | **$ 586,299** | **$ 55,177** | | Other information ||| | Cash paid for the amounts included in the measurement of lease liabilities for operating leases: ||| | Operating cash flows | $ 28,673 | $ 55,177 | | Weighted-average remaining lease term (in years): ||| | Operating leases | 2.04 | — | | Weighted-average discount rate: ||| | Operating leases | 14% | — | [13. Subsequent Events](index=21&type=section&id=13.%20Subsequent%20Events) - On May 7, 2021, the second closing of the **financing round** was completed, raising approximately **$17.25 million** in gross proceeds through the sale of 38,333,334 **common shares** and warrants for 19,166,670 shares[109](index=109&type=chunk) - On May 17, 2021, **ADOMANI, Inc.** fully repaid its **EIDL** loan plus accrued interest[110](index=110&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and operational results, highlighting the impact of the EVTDS reverse acquisition. It covers key factors affecting performance, components of financial results, liquidity, cash flows, and accounting policies, emphasizing the significant changes due to the merger and ongoing operational challenges [Overview](index=22&type=section&id=Overview) - **ADOMANI, Inc.** is a provider of purpose-built zero-emission electric vehicles focused on reducing the total cost of vehicle ownership for commercial and last-mile fleets, school districts, and transportation companies[113](index=113&type=chunk) - **Net losses** for the three months ended March 31, 2021 and 2020 were **$658,510** and **$97,260**, respectively, with the 2021 results reflecting the **EVTDS** reverse acquisition[114](index=114&type=chunk) [Factors Affecting Our Performance](index=22&type=section&id=Factors%20Affecting%20Our%20Performance) - The COVID-19 pandemic has negatively impacted the company's ability to procure and sell products and provide services, necessitating adaptive plans[115](index=115&type=chunk) - Growth is highly dependent on the availability of government subsidies, rebates, and economic incentives for zero-emission vehicles, with the company exploring leasing as an alternative[116](index=116&type=chunk) - Challenges include competing for new customers, helping them secure financing, and addressing inadequate electrical services at customer facilities[117](index=117&type=chunk) - The company plans to invest in R&D, sales and marketing, and general and administrative functions for long-term growth, which will increase operating expenses in the near term[118](index=118&type=chunk) - A robust dealer and service network requires appropriately trained technicians with zero-emission electric vehicle experience, which may be difficult to find and costly to train[120](index=120&type=chunk) - Market growth for all-electric solutions is expected, but product purchases remain largely dependent on government financing subsidies[121](index=121&type=chunk) - The company seeks to expand product offerings and enter additional international geographic markets[122](index=122&type=chunk) - Reliance on third-party contractors, suppliers, and manufacturers for raw materials, parts, components, and services is a key factor[123](index=123&type=chunk)[124](index=124&type=chunk) [Components of Results of Operations](index=23&type=section&id=Components%20of%20Results%20of%20Operations) - **Sales:** Recognized from new zero-emission electric vehicle sales and vehicle maintenance/safety inspection services (ASC Topic 606)[125](index=125&type=chunk) - **Cost of Sales:** Includes material, freight, labor, and other costs related to product development, manufacture, distribution, and inventory valuation adjustments[126](index=126&type=chunk) - **General and Administrative Expenses:** Covers corporate and administrative functions, personnel, stock-based compensation, investor relations, warranty costs, consulting, and marketing[127](index=127&type=chunk) - **Consulting and Research and Development Costs:** Expenses related to consulting and R&D activities[129](index=129&type=chunk) - **Other Income/Expenses, Net:** Non-operating income and expenses, including interest[130](index=130&type=chunk) - **Provision for Income Taxes:** Accounts for deferred income tax assets and liabilities, with a valuation allowance provided for deferred tax assets due to historical losses[131](index=131&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) Operating Data for the Three Months Ended March 31, 2021 vs. 2020 | Metric | March 31, 2021 | March 31, 2020 | Change (2021 vs 2020) | |:---|:---|:---|:---| | Sales | $470,793 | $86,735 | +$384,058 | | Cost of Sales | $313,434 | $73,310 | +$240,124 | | General and Administrative Expenses | $585,903 | $88,185 | +$497,718 | | Consulting Expenses | $10,250 | $22,500 | -$12,250 | - **Sales** increased significantly due to four cargo vans sold to **ADOMANI, Inc.** prior to the merger, a box truck sale, and maintenance services[132](index=132&type=chunk) - The increase in **General and Administrative expenses** was primarily driven by **$388,487** in legal and professional fees, with **$274,073** related to the Merger[134](index=134&type=chunk) - **Consulting expenses** decreased due to non-recurring office move expenses in the prior year[136](index=136&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) - As of March 31, 2021, the company had **$8,513,416** in **cash and cash equivalents**[138](index=138&type=chunk) - The company believes existing cash, combined with approximately **$16.3 million** net cash proceeds from the second closing of financing on May 7, 2021, will be sufficient to fund operations for the next eighteen months and beyond[138](index=138&type=chunk)[141](index=141&type=chunk) - The first closing of financing in December 2020 raised approximately **$5.3 million** net cash proceeds[140](index=140&type=chunk) - All **12,992,857 outstanding options** to purchase common stock are **fully vested**, and if exercised, would generate approximately **$3.8 million** in proceeds[142](index=142&type=chunk)[143](index=143&type=chunk) - The company has an available line of credit from **Morgan Stanley**, with a maximum borrowing capacity of approximately **$5.4 million** at March 31, 2021, but no outstanding principal[144](index=144&type=chunk)[146](index=146&type=chunk) [Cash Flows](index=26&type=section&id=Cash%20Flows) Consolidated Statements of Cash Flow Data | Consolidated Statements of Cash Flow Data: | Three Months March 31, 2021 | Ended March 31, 2020 | |:---|:---|:---| | Net cash used in operating activities | $ (2,895,880) | $ (215,375) | | Net cash provided by investing activities | $ 3,373,332 | $ — | | Net cash provided by financing activities | $ 6,105,832 | $ — | | **Net change in cash and cash equivalents** | **$ 6,583,284** | **$ (215,375)** | - **Net cash used in operating activities** increased by **$2,680,505** to **$2,895,880**, primarily due to an increased **net loss** and a net increase in operating assets and liabilities requiring cash use[150](index=150&type=chunk) - **Net cash provided by investing activities** was **$3,373,332**, entirely due to cash acquired in the Merger[152](index=152&type=chunk) - **Net cash provided by financing activities** was **$6,105,832**, resulting from proceeds from common stock issuance (**$6.4 million**), offset by offering costs and **SBA EIDL** loan repayment[154](index=154&type=chunk) [Contractual Obligations](index=27&type=section&id=Contractual%20Obligations) - No material changes in contractual obligations and commitments were reported during the three months ended March 31, 2021, compared to previous filings[155](index=155&type=chunk) [Off-Balance Sheet Arrangements](index=27&type=section&id=Off-Balance%20Sheet%20Arrangements) - The company did not have any off-balance sheet arrangements during the periods presented[156](index=156&type=chunk) [Contingencies](index=27&type=section&id=Contingencies) - Management assesses contingent liabilities, including legal proceedings, and accrues estimated liabilities when probable and estimable. If not probable but reasonably possible, or probable but not estimable, disclosure is made[157](index=157&type=chunk) [Stock-Based Compensation](index=27&type=section&id=Stock-Based%20Compensation) - The cost of services for equity instrument awards is measured at fair value on the grant date and recognized over the vesting period. No **stock-based compensation** was recorded for the three months ended March 31, 2021, as all unvested options became **fully vested** upon the Merger close, and no new options were granted[158](index=158&type=chunk) [Fair Value Measurement](index=28&type=section&id=Fair%20Value%20Measurement) - The carrying values of financial instruments like cash, notes receivable, and accounts payable approximate their fair value due to their short-term nature. The company uses a three-tier fair value hierarchy (Level 1, 2, 3)[160](index=160&type=chunk) - Other than items related to the reverse acquisition's purchase accounting, the company has no assets or liabilities measured and recorded at fair value on a recurring basis[161](index=161&type=chunk) [Jumpstart Our Business Startups Act of 2012 ("JOBS Act")](index=28&type=section&id=Jumpstart%20Our%20Business%20Startups%20Act%20of%202012%20%28%22JOBS%20Act%22%29) - The company is an "emerging growth company" under the **JOBS Act** and has irrevocably elected not to use the extended transition period for new or revised accounting standards. It relies on other exemptions and reduced reporting requirements provided by the Act[162](index=162&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20about%20Market%20Risk) The company's market risk exposure is currently limited, primarily due to its cash and cash equivalents not being significantly impacted by interest rate fluctuations. However, future international commercialization efforts could introduce foreign currency exchange risk, and raw material costs, especially for batteries, pose a potential risk - The company currently faces no material market risks from interest rate fluctuations. Future international commercialization may introduce foreign currency exchange risk (primarily Chinese Yuan) and risks associated with raw material costs, especially batteries[164](index=164&type=chunk)[165](index=165&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2021. No material changes in internal control over financial reporting occurred during the period, and management acknowledges the inherent limitations of any control system in providing absolute assurance [Evaluation of Disclosure Controls and Procedures](index=29&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2021[166](index=166&type=chunk) [Changes in Internal Control over Financial Reporting](index=29&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There were no changes in internal control over financial reporting during the three months ended March 31, 2021, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[167](index=167&type=chunk) [Limitations on Effectiveness of Controls and Procedures](index=29&type=section&id=Limitations%20on%20Effectiveness%20of%20Controls%20and%20Procedures) - Management acknowledges that no controls and procedures, regardless of design, can provide absolute assurance of achieving desired control objectives, and evaluations cannot guarantee that all misstatements or fraud will be detected[168](index=168&type=chunk) PART II. OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, mine safety disclosures, other information, and a list of exhibits [ITEM 1. LEGAL PROCEEDINGS](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in several legal proceedings, including a lawsuit from GreenPower alleging breach of fiduciary duties, a purported class action lawsuit regarding misleading statements in a prior offering, a lawsuit from an investor for breach of contract, and a complaint against Ebus for asset recovery. The company intends to vigorously defend these actions - **GreenPower Motor Company Inc. v. Phillip Oldridge et al.:** A lawsuit alleging breach of fiduciary duties by the CEO and affiliated entities. The company believes it is without merit and intends to vigorously defend the action[172](index=172&type=chunk) - **M.D. Ariful Mollik v. ADOMANI, Inc. et al. (Class Action):** A purported class action alleging materially false and misleading statements in the June 2017 Regulation A offering. The company denies allegations and intends to vigorously defend the action[173](index=173&type=chunk)[176](index=176&type=chunk) - **Alan K. Brooks v. ADOMANI, Inc. et al.:** An investor lawsuit alleging breach of contract and other claims, seeking **$13.5 million** in damages. The company denies allegations and intends to vigorously defend[176](index=176&type=chunk) - **ADOMANI, Inc. v. Ebus, Inc., et al.:** A complaint filed by the company to recover assets from **Ebus** after a foreclosure sale, with **Ebus** filing a cross-complaint for unjust enrichment and conversion[177](index=177&type=chunk) [ITEM 1A. RISK FACTORS](index=32&type=section&id=Item%201A.%20Risk%20Factors) There were no material changes to the risk factors previously disclosed in the company's audited financial statements for the year ended December 31, 2020, as amended - No material changes from the risk factors previously disclosed in the audited financial statements of **Envirotech Drive Systems, Inc.** for the year ended December 31, 2020, or **ADOMANI, Inc.'s** Annual Report on Form 10-K for the year ended December 31, 2020[179](index=179&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None[180](index=180&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[181](index=181&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company's operations - Not applicable[182](index=182&type=chunk) [ITEM 5. OTHER INFORMATION](index=32&type=section&id=Item%205.%20Other%20Information) The company reported no other information required for disclosure under this item - None[182](index=182&type=chunk) [ITEM 6. EXHIBITS](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report, including certifications from the CEO and CFO, and XBRL taxonomy documents - Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2)[184](index=184&type=chunk) - 18 U.S.C. Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer (Exhibits 32.1, 32.2)[184](index=184&type=chunk) - XBRL Instance Document and Taxonomy Extension Documents (Exhibits 101.INS, 101.SCH, 101.CAL, 101.LAB, 101.PRE, 101.DEF)[184](index=184&type=chunk) [SIGNATURES](index=34&type=section&id=Signatures) The report is duly signed on behalf of ADOMANI, Inc. by its Chief Executive Officer, Phillip W. Oldridge, and Chief Financial Officer, Michael K. Menerey, as of May 25, 2021 - The report is signed by **Phillip W. Oldridge**, Chief Executive Officer, and **Michael K. Menerey**, Chief Financial Officer, on May 25, 2021[192](index=192&type=chunk)[193](index=193&type=chunk)