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)

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, 2020 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 ADOMANI, INC. (Name of registrant as specified in its charter) Delaware 46-0774222 (State or other jurisdiction of 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 SEPTEMBER 30, 2020 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 ADOMANI, INC. (Exact name of registrant as specified in its charter) Delaware 46-0774222 (State or other ...

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, 2020 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 ADOMANI, INC. (Exact name of registrant as specified in its charter) Delaware 46-0774222 (State or other juri ...

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, 2020 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 ADOMANI, INC. (Exact name of registrant as specified in its charter) Delaware 46-0774222 (State or other jur ...

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, 2019 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 ADOMANI, INC. (Name of registrant as specified in its charter) Delaware 46-0774222 (State or other jurisdiction of inc ...

```markdown [PART I. FINANCIAL INFORMATION](index=4&type=section&id=Part%20I.%20FINANCIAL%20INFORMATION) This section provides a comprehensive overview of the company's financial performance, position, and cash flows, along with detailed accounting policies and notes [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for ADOMANI, Inc. and its subsidiaries, including the balance sheets, statements of operations, stockholders' equity, and cash flows, along with detailed notes explaining the company's organization, significant accounting policies, and specific financial line items for the period ended September 30, 2019 [Unaudited Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Consolidated%20Balance%20Sheets) This table presents the company's assets, liabilities, and stockholders' equity at specific points in time | ASSETS (in thousands) | Sep 30, 2019 | Dec 31, 2018 | | :-------------------- | :----------- | :----------- | | Cash and cash equivalents | $3,068 | $3,759 | | Marketable securities | $4,778 | $3,949 | | Accounts receivable | $3,068 | $997 | | Total current assets | $13,001 | $10,180 | | Total assets | $13,604 | $10,833 | | LIABILITIES AND STOCKHOLDERS' EQUITY (in thousands) | | | | Accounts payable | $3,204 | $342 | | Line of credit | $4,950 | $1,700 | | Total current liabilities | $9,018 | $3,010 | | Total liabilities | $9,184 | $3,229 | | Stockholders' equity | $4,420 | $7,604 | [Unaudited Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations) This table details the company's revenues, costs, and net loss over specific reporting periods | (in thousands, except per share data) | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Sales | $5,743 | $2,619 | $10,551 | $3,827 | | Cost of sales | $5,320 | $2,528 | $9,774 | $3,729 | | Gross profit | $423 | $91 | $777 | $98 | | Loss from operations | $(1,218) | $(1,525) | $(4,024) | $(9,996) | | Net loss | $(1,218) | $(1,481) | $(3,961) | $(9,742) | | Net loss per share (Basic and diluted)| $(0.02) | $(0.02) | $(0.05) | $(0.14) | [Unaudited Consolidated Statement of Stockholders' Equity](index=6&type=section&id=Unaudited%20Consolidated%20Statement%20of%20Stockholders%27%20Equity) This table outlines changes in the company's equity, including common stock, paid-in capital, and accumulated deficit | (in thousands, except shares) | Common Shares | Stock Amount | Additional Paid-In Capital | Accumulated Deficit | Stockholders' Equity | | :---------------------------- | :------------ | :----------- | :------------------------- | :------------------ | :------------------- | | Balance, December 31, 2018 | 72,732,292 | $1 | $61,628 | $(54,025) | $7,604 | | Common stock issued for services | 180,664 | — | $25 | — | $25 | | Stock based compensation | — | — | $730 | — | $730 | | Common stock issued for stock options exercised | 71,084 | — | $7 | — | $7 | | Net loss | — | — | — | $(3,961) | $(3,961) | | Balance, September 30, 2019 | 72,984,040 | $1 | $62,405 | $(57,986) | $4,420 | [Unaudited Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) This table summarizes the cash inflows and outflows from operating, investing, and financing activities | (in thousands) | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :------------- | :----------------------------- | :----------------------------- | | Net loss | $(3,961) | $(9,742) | | Net cash used in operating activities | $(3,069) | $(4,093) | | Net cash provided by (used in) investing activities | $(879) | $229 | | Net cash provided by financing activities | $3,257 | $9,229 | | Net change in cash and cash equivalents | $(691) | $5,365 | | Cash and cash equivalents at end of period | $3,068 | $7,811 | [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the consolidated financial statements [1. Organization and Operations](index=8&type=section&id=1.%20Organization%20and%20Operations) This note describes ADOMANI's business, including its products and strategic objectives - ADOMANI, Inc. designs and provides **zero-emission electric drivetrain systems** for new school buses and medium to heavy-duty commercial fleet vehicles, **re-power conversion kits** for combustion vehicles, and new **zero-emission electric vehicles**, aiming to help fleet operators with green technology and regulatory compliance[28](index=28&type=chunk) [2. Summary of Significant Accounting Policies](index=8&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and methods used in preparing the financial statements - The financial statements are unaudited and prepared in accordance with GAAP, consolidating ADOMANI, Inc. and its subsidiaries. Revenue recognition follows ASC Topic **606**, with an **unexpected adjustment** related to DOE work recognized in **Q3 2019** after the Blue Bird supply agreement and DOE grant participation terminated in **May 2019**[29](index=29&type=chunk)[30](index=30&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) - Trade accounts receivable **increased significantly** from **$997k** at Dec **31, 2018**, to **$3.068M** at Sep **30, 2019**, with **no allowance for bad debt** due to the single, credit-worthy customer[39](index=39&type=chunk) - Research and development costs **decreased significantly**, from **$641k** for the nine months ended September **30, 2018**, to **$158k** for the same period in **2019**, primarily due to the timing of expenditures[45](index=45&type=chunk) [3. Property and Equipment, Net](index=11&type=section&id=3.%20Property%20and%20Equipment%2C%20Net) This note details the company's property and equipment, including depreciation and recent transfers | Components (in thousands) | Sep 30, 2019 | Dec 31, 2018 | | :------------------------ | :----------- | :----------- | | Total property and equipment | $237,436 | $217,868 | | Less accumulated depreciation | $(103,691) | $(67,777) | | Net property and equipment | $133,745 | $150,091 | - In June **2019**, Ebus, Inc. transferred property **valued at approximately $7,000** to the Company, reducing the **outstanding promissory note balance**[50](index=50&type=chunk)[52](index=52&type=chunk) [4. Notes Receivable](index=11&type=section&id=4.%20Notes%20Receivable) This note describes the company's outstanding notes receivable, including loan details and allowances - A **$500,000** loan to Ebus, Inc. **defaulted** on September **30, 2018**, leading to a **$200,000** allowance for bad debt and the transfer of **$7,000** in vehicles to **reduce the note**[52](index=52&type=chunk) - The Company also has a **$200,000 secured promissory note** (plus an additional **$38,000** loan in **May 2019**) with an energy storage technology company, **convertible into preferred stock** of the borrower[53](index=53&type=chunk) [5. Debt](index=12&type=section&id=5.%20Debt) This note provides information on the company's debt obligations, specifically its line of credit - As of September **30, 2019**, the Company had **approximately $5 million principal outstanding** on its variable-interest line of credit with Morgan Stanley, secured by cash and cash equivalents, with **approximately $2 million** in **undrawn borrowing availability**[55](index=55&type=chunk) [6. Common Stock](index=12&type=section&id=6.%20Common%20Stock) This note details the company's common stock activities, including public offerings and shares issued - In January **2018**, the Company completed a public offering of **3,666,667 units**, generating **approximately $9.8 million** in **net proceeds**[56](index=56&type=chunk) - As of September **30, 2019**, **180,664 shares** of common stock were **issued to a consultant** as part of their monthly compensation[58](index=58&type=chunk) [7. Stock Warrants](index=12&type=section&id=7.%20Stock%20Warrants) This note provides information on outstanding stock warrants, including exercise prices and contractual lives | Stock Warrants | Number of Shares | Average Exercise Price | Average Remaining Contractual Life (years) | | :------------- | :--------------- | :--------------------- | :----------------------------------------- | | Outstanding at Sep 30, 2019 | 7,556,323 | $4.45 | 3.0 | | Exercisable at Sep 30, 2019 | 7,556,323 | $4.45 | 3.0 | - As of September **30, 2019**, all **outstanding warrants** had **no intrinsic value**[59](index=59&type=chunk) [8. Stock-Based Compensation](index=13&type=section&id=8.%20Stock-Based%20Compensation) This note explains the company's stock-based compensation plans and related expenses - **Stock-based compensation expense decreased significantly** from **$6.1 million** for the nine months ended September **30, 2018**, to **$730,192** for the same period in **2019**[65](index=65&type=chunk) - Options to purchase **1,095,000 shares** of common stock were granted to employees and directors in **April 2019**, with an exercise price of **$0.45** per share and a fair market value of **$205,118**[64](index=64&type=chunk) - As of September **30, 2019**, **outstanding options** to purchase **14,297,902 shares** of common stock attributable to the former CTO, Edward R. Monfort, **remained suspended and unexercisable**[62](index=62&type=chunk) [9. Commitments](index=13&type=section&id=9.%20Commitments) This note outlines the company's contractual obligations, including operating leases and employment contracts | Contractual Commitments (as of Sep 30, 2019) | Total | Less than one year | 1 - 3 years | 4 - 5 years | | :------------------------------------------- | :------------ | :----------------- | :------------ | :------------ | | Operating lease obligations | $413,643 | $117,771 | $243,072 | $52,800 | | Employment contracts | $1,984,000 | $512,000 | $874,000 | $598,000 | | **Total** | **$2,397,643**| **$629,771** | **$1,117,072**| **$650,800** | - The Company renewed its CEO's employment agreement for **five years** with an **annual base salary of $294,000**, **effective September 16, 2019**[73](index=73&type=chunk) - A month-to-month facility-sharing arrangement with Ebus in Downey, California, requires monthly reimbursements of **approximately $10,600** for R&D, assembly, and storage[71](index=71&type=chunk) [10. Contingencies](index=14&type=section&id=10.%20Contingencies) This note describes potential liabilities arising from legal proceedings and other uncertain events - The Company is **vigorously defending** a lawsuit filed by former CTO Edward R. Monfort alleging breach of contract, fraud, and equity ownership disputes, with a **motion for summary judgment** scheduled for October **31, 2019**[74](index=74&type=chunk) - A **purported class action lawsuit** alleging materially false and misleading statements in the **2017** Regulation A offering is proceeding to **preliminary discovery** after the court overruled defendants' joint demurrer to the third amended complaint[76](index=76&type=chunk) - An investor, Alan Brooks, filed a lawsuit **seeking $13.5 million in damages**, **alleging breach of contract, fraud, and other violations** related to the **non-release of common stock shares**[77](index=77&type=chunk) [11. Subsequent Events](index=15&type=section&id=11.%20Subsequent%20Events) This note discloses significant events that occurred after the reporting period but before financial statement issuance - On October **4, 2019**, **$680,000** was **transferred to reduce the principal balance** on the Morgan Stanley line of credit, resulting in a **new balance of $4.3 million** and **$6.65 million in maximum available borrowing**[78](index=78&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=16&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides an overview of the Company's business, discusses key factors influencing its performance, details the components of its financial results, and analyzes its liquidity and capital resources - As of September **30, 2019**, the Company had **$3.1 million** in cash and cash equivalents and **$4.8 million** in marketable securities, which management believes will be **sufficient to fund operations** for the next **12 months**, though additional capital may be needed if the business plan is not successfully executed[107](index=107&type=chunk) - The Company has a **backlog** of **three zero-emission electric school buses**, **eight drivetrain systems**, **four zero-emission cargo vans**, **10 zero-emission Class 4 trucks**, and **10 e-trikes**[107](index=107&type=chunk) - The Company's line of credit with Morgan Stanley had a **principal outstanding of approximately $5 million** and **undrawn availability of approximately $2 million** as of September **30, 2019**, which was subsequently reduced to **approximately $4.3 million** outstanding with **approximately $6.65 million** available after a **$680,000** transfer on October **4, 2019**[114](index=114&type=chunk)[78](index=78&type=chunk) [Overview](index=16&type=section&id=Overview) This section provides a high-level summary of ADOMANI's business model, products, and financial performance trends - ADOMANI designs **zero-emission electric drivetrain systems** and **re-power conversion kits** for school buses and commercial fleet vehicles, and provides new **zero-emission electric vehicles**, with plans to expand product offerings and international sales through OEM partners[81](index=81&type=chunk)[83](index=83&type=chunk) | Net Loss (in millions) | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net Loss | $(1.2) | $(1.5) | $(4.0) | $(9.7) | [Factors Affecting Our Performance](index=16&type=section&id=Factors%20Affecting%20Our%20Performance) This section discusses the critical internal and external elements that influence the company's operational and financial outcomes - Key performance factors include the ability to attract new customers amidst competition, overcome financing barriers and inadequate electrical infrastructure, and manage increased operating expenses from investments in R&D, manufacturing, sales, and marketing[85](index=85&type=chunk)[86](index=86&type=chunk) - The Company's success depends on establishing a robust dealer and service network with appropriately trained technicians for **zero-emission electric drivetrain systems**, as well as the continued availability of government subsidies for electric vehicle purchases[88](index=88&type=chunk)[89](index=89&type=chunk) - Future growth is anticipated from expanding product offerings through OEM partnerships and entering additional geographic markets, particularly internationally in regions like China, Malaysia, and the Philippines[90](index=90&type=chunk)[91](index=91&type=chunk) [Components of Results of Operations](index=17&type=section&id=Components%20of%20Results%20of%20Operations) This section breaks down the key revenue and expense categories that constitute the company's financial results - Sales are recognized from **zero-emission electric drivetrain systems**, new electric vehicles, **re-power conversion kits**, and engineering services, in accordance with ASC Topic **606**[92](index=92&type=chunk) - Cost of sales includes material, freight, labor, and other costs related to product development, manufacturing, distribution, and inventory valuation adjustments[93](index=93&type=chunk) - General and administrative expenses encompass corporate, personnel, stock-based compensation, investor relations, warranty, and marketing costs[94](index=94&type=chunk) [Results of Operations](index=18&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance over specific periods, highlighting sales, costs, and expenses | Financial Metric (in millions) | Q3 2019 | Q3 2018 | 9M 2019 | 9M 2018 | | :----------------------------- | :------ | :------ | :------ | :------ | | Sales | $5.7 | $2.6 | $10.6 | $3.8 | | Cost of Sales | $5.3 | $2.5 | $9.8 | $3.7 | | General and Administrative Expenses | $1.6 | $1.5 | $4.4 | $9.3 | | Consulting Expenses | $0.066 | $0.038 | $0.220 | $0.133 | | Research and Development Expenses | $0.010 | $0.045 | $0.158 | $0.641 | - Sales for both the three and nine months ended September **30, 2019**, primarily consisted of products and services sold to Blue Bird Corporation, with an **unexpected adjustment** related to DOE work recognized in **Q3 2019**[99](index=99&type=chunk) - General and administrative expenses for the nine months ended September **30, 2019**, **decreased by $4.9 million**, primarily due to a **$5.3 million decrease** in non-cash stock-based compensation expense compared to the prior year[103](index=103&type=chunk) [Liquidity and Capital Resources](index=19&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's ability to generate and manage cash, fund operations, and meet its financial obligations [Cash Flows](index=20&type=section&id=Cash%20Flows) This section details the sources and uses of cash from operating, investing, and financing activities | Cash Flow Activity (in millions) | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(3.961) | $(9.742) | | Net cash used in operating activities | $(3.1) | $(4.1) | | Net cash provided by (used in) investing activities | $(0.9) | $0.2 | | Net cash provided by financing activities | $3.3 | $9.2 | | Net change in cash and cash equivalents | $(0.7) | $5.4 | - Net cash used in operating activities **decreased by approximately $1 million**, from **$4.1 million** in **2018** to **$3.1 million** in **2019**, **primarily due to reduced operating losses and changes in working capital**[120](index=120&type=chunk)[121](index=121&type=chunk) - Net cash provided by financing activities **decreased by approximately $6 million**, from **$9.2 million** in **2018** (**driven by a public offering**) to **$3.2 million** in **2019** (**primarily from the line of credit**)[124](index=124&type=chunk)[125](index=125&type=chunk) [Contractual Obligations](index=22&type=section&id=Contractual%20Obligations) This section outlines the company's future payment commitments under various agreements - There were **no material changes** to contractual obligations from the prior Annual Report on Form **10-K**, and Blue Bird Corporation **assumed all warranty liabilities** for drivetrain systems sold prior to the termination of their supply agreement on **May 31, 2019**[127](index=127&type=chunk)[128](index=128&type=chunk) [Off-Balance Sheet Arrangements](index=22&type=section&id=Off-Balance%20Sheet%20Arrangements) This section discloses any financial arrangements that are not recognized on the company's balance sheet - The Company did not have any **off-balance sheet arrangements** during the periods presented and does not currently have any[129](index=129&type=chunk) [Contingencies](index=22&type=section&id=Contingencies) This section addresses potential future liabilities arising from uncertain events, such as legal disputes - Management assesses contingent liabilities related to legal proceedings, **accruing estimated liabilities when probable and estimable**, and **disclosing reasonably possible losses**[130](index=130&type=chunk) [Stock-Based Compensation](index=22&type=section&id=Stock-Based%20Compensation) This section explains the accounting treatment and impact of equity awards on the company's financial statements - The cost of services received for equity instrument awards is **measured at fair value on the grant date** and **recognized over the vesting period**[131](index=131&type=chunk) [Fair Value Measurement](index=22&type=section&id=Fair%20Value%20Measurement) This section describes how the company measures the fair value of its financial instruments - The **carrying values of short-term financial instruments** like cash, notes receivable, and accounts payable **approximate their fair value**, and the Company does **not have assets or liabilities measured at fair value on a recurring basis**[132](index=132&type=chunk)[133](index=133&type=chunk) [Jumpstart Our Business Startups Act of 2012 ("JOBS Act")](index=23&type=section&id=Jumpstart%20Our%20Business%20Startups%20Act%20of%202012%20%28%22JOBS%20Act%22%29) This section explains the company's status as an emerging growth company and its election regarding accounting standards - As an "**emerging growth company**" under the JOBS Act, ADOMANI has **elected not to use the extended transition period** for new accounting standards but **relies on other exemptions**, such as **reduced reporting requirements**[135](index=135&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20about%20Market%20Risk) This section addresses the Company's exposure to market risks, specifically interest rate risk and foreign currency exchange rate risk, concluding that it does not currently face material market risks - The Company is exposed to interest rate risk on its **variable-rate line of credit**; a **hypothetical 10% adverse movement** in **30-day LIBOR** would **increase annual interest expense** by **approximately $8,700** based on the October **4, 2019** outstanding balance[138](index=138&type=chunk) - While **most expenses are USD-denominated**, **future international commercialization efforts** may **expose the Company to foreign currency exchange rate risk**, particularly with the Chinese Yuan, though anticipated matching of foreign sales and costs may **mitigate this**[140](index=140&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the Company's disclosure controls and procedures, concluding their effectiveness, and reports no material changes in internal control over financial reporting during the period - Management, with CEO and CFO participation, **concluded that the Company's disclosure controls and procedures were effective** as of September **30, 2019**, **ensuring timely and accurate reporting**[141](index=141&type=chunk) - There were **no changes in internal control over financial reporting** during the nine months ended September **30, 2019**, that **materially affected** or are **reasonably likely to materially affect** the Company's internal control over financial reporting[142](index=142&type=chunk) [PART II. OTHER INFORMATION](index=25&type=section&id=Part%20II.%20OTHER%20INFORMATION) This section details legal proceedings, updated risk factors, and other required disclosures for the reporting period [ITEM 1. LEGAL PROCEEDINGS](index=25&type=section&id=Item%201.%20Legal%20Proceedings) This section outlines the material legal proceedings against the Company, including lawsuits from a former CTO, a purported class action, and an investor, all of which the Company believes are without merit and intends to vigorously defend - The Company is defending against a lawsuit by former CTO Edward R. Monfort, alleging breach of contract and fraud, and has **filed counterclaims**[147](index=147&type=chunk) - A **class action lawsuit**, M.D. Ariful Mollik v. ADOMANI, Inc. et al., alleging false and misleading statements in a **2017** offering, is proceeding to **preliminary discovery**[148](index=148&type=chunk) - Investor Alan Brooks filed a complaint **seeking $13.5 million in damages**, **alleging breach of contract, fraud, and other violations** related to the **non-release of common stock shares**[150](index=150&type=chunk) [ITEM 1A. RISK FACTORS](index=27&type=section&id=Item%201A.%20Risk%20Factors) This section updates the risk factors, primarily focusing on the recent delisting of the Company's common stock from NASDAQ and its transition to trading on the OTCQB Venture Market, and the potential adverse consequences for stockholders - ADOMANI's common stock was **delisted from NASDAQ** on August **22, 2019**, due to **failure to comply with the minimum bid price requirement**, and now **trades on the OTCQB Venture Market** under the symbol 'ADOM'[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) - **Trading on the OTC Markets could lead to significant adverse consequences** for stockholders, including **limited market quotations**, **reduced liquidity**, and a **decreased ability** for the Company to **issue additional securities or obtain future financing**[156](index=156&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section states that there were no unregistered sales of equity securities or use of proceeds during the reporting period - **None**[156](index=156&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section indicates that there were no defaults upon senior securities during the reporting period - **None**[157](index=157&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the Company - **Not applicable**[158](index=158&type=chunk) [ITEM 5. OTHER INFORMATION](index=27&type=section&id=Item%205.%20Other%20Information) This section indicates that there is no other information to report - **None**[159](index=159&type=chunk) [ITEM 6. EXHIBITS](index=28&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including employment agreements, certifications, and XBRL documents - **Exhibits include** the **Employment Agreement with James L. Reynolds**, Rule **13a-14(a)/15d-14(a) Certifications of the CEO and CFO**, **18 U.S.C. Section 1350 Certifications**, and various **XBRL Taxonomy Extension Documents**[161](index=161&type=chunk) [SIGNATURES](index=29&type=section&id=Signatures) This section contains the official certifications and signatures of the company's principal executive and financial officers - The report was **duly signed** on October **24, 2019**, by James L. Reynolds, President and Chief Executive Officer, and Michael K. Menerey, Chief Financial Officer[169](index=169&type=chunk)[170](index=170&type=chunk) ```

ADOMANI, Inc. (ADOM) Q3 2019 Results Conference Call October 23, 2019 4:30 PM ET Company Participants Jim Reynolds - President and Chief Executive Officer Mike Menerey - Chief Financial Officer Conference Call Participants Amit Dayal - H.C. Wainwright Ed Woo - Ascendiant Capital Operator Good day, ladies and gentlemen. And welcome to ADOMANI's Third Quarter 2019 Earnings Call. All lines have been placed in a listen-only mode, and the floor will be open for your questions and comments following the presentat ...

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, 2019 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 ADOMANI, INC. (Exact name of registrant as specified in its charter) Delaware 46-0774222 (State or other juri ...