ECD Automotive Design(ECDA) - 2025 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION This section presents the unaudited financial statements and management's discussion and analysis for the reporting period Item 1. Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements for ECD Automotive Design, Inc., including the balance sheets, statements of operations, changes in stockholders' deficit, and cash flows for the periods ended June 30, 2025, and December 31, 2024. It also includes detailed notes explaining the company's nature of operations, going concern status, significant accounting policies, and specific financial instrument details Unaudited Condensed Consolidated Balance Sheets The balance sheet shows a decrease in total assets and an increase in total liabilities, leading to a larger stockholders' deficit as of June 30, 2025, compared to December 31, 2024. Current assets significantly declined, primarily due to a decrease in cash and inventories, while current liabilities also decreased Condensed Consolidated Balance Sheet Summary | Metric | June 30, 2025 | December 31, 2024 | Change | Change (%) | | :-------------------------------- | :------------ | :---------------- | :----- | :--------- | | Cash and cash equivalents | $605,305 | $1,476,850 | $(871,545) | -59.02% | | Total current assets | $9,341,353 | $12,943,542 | $(3,602,189) | -27.83% | | Total assets | $14,355,482 | $18,195,701 | $(3,840,219) | -21.10% | | Total current liabilities | $16,141,750 | $18,913,921 | $(2,772,171) | -14.66% | | Total liabilities | $37,485,542 | $37,173,174 | $312,368 | 0.84% | | Total Stockholders' Deficit | $(23,130,062) | $(18,977,474) | $(4,152,588) | 21.88% | Unaudited Condensed Consolidated Statements of Operations The company reported an increased net loss for both the three and six months ended June 30, 2025, compared to the same periods in 2024. This was primarily driven by higher cost of goods sold, significantly increased general and administrative expenses, and higher interest expenses, despite a slight increase in revenue for the three-month period Statements of Operations Summary (3 Months Ended June 30) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------- | | Revenue, net | $7,015,892 | $6,454,418 | $561,474 | 8.70% | | Cost of goods sold | $5,627,448 | $4,399,575 | $1,227,873 | 27.91% | | Gross profit | $1,388,444 | $2,054,843 | $(666,399) | -32.43% | | Total operating expenses | $4,001,965 | $2,586,218 | $1,415,747 | 54.74% | | Loss from operations | $(2,613,521) | $(531,375) | $(2,082,146) | 391.84% | | Interest expense | $(2,105,348) | $(1,306,524) | $(798,824) | 61.14% | | Net loss | $(4,270,294) | $(2,029,495) | $(2,240,799) | 110.41% | | Net loss per common share, basic and diluted | $(0.11) | $(0.06) | $(0.05) | 83.33% | Statements of Operations Summary (6 Months Ended June 30) | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------- | | Revenue, net | $13,437,263 | $13,444,164 | $(6,901) | -0.05% | | Cost of goods sold | $10,284,247 | $9,863,688 | $420,559 | 4.26% | | Gross profit | $3,153,016 | $3,580,476 | $(427,460) | -11.94% | | Total operating expenses | $7,721,045 | $5,115,929 | $2,605,116 | 50.92% | | Loss from operations | $(4,568,029) | $(1,535,453) | $(3,032,576) | 197.50% | | Interest expense | $(3,962,327) | $(2,442,824) | $(1,519,503) | 62.29% | | Net loss | $(7,020,611) | $(4,889,357) | $(2,131,254) | 43.59% | | Net loss per common share, basic and diluted | $(0.19) | $(0.15) | $(0.04) | 26.67% | Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit The company's total stockholders' deficit increased significantly from December 31, 2024, to June 30, 2025, primarily due to net losses and foreign currency translation adjustments, partially offset by increases in additional paid-in capital from share-based compensation and issuance of common/preferred shares Changes in Stockholders' Deficit Summary | Metric | June 30, 2025 | December 31, 2024 | Change ($) | | :-------------------------- | :------------ | :---------------- | :--------- | | Total Stockholders' Deficit | $(23,130,062) | $(18,977,474) | $(4,152,588) | - Net loss for the six months ended June 30, 2025, was $(7,020,611), contributing to the increased accumulated deficit[10] - Additional paid-in capital increased from $2,576,498 to $5,445,078, driven by share-based compensation and issuance of common and preferred shares[10] Unaudited Condensed Statements of Cash Flows The company experienced a net decrease in cash and cash equivalents for the six months ended June 30, 2025, primarily due to significant cash used in operating activities, partially offset by cash provided by financing activities, including proceeds from convertible notes and notes payable Cash Flow Activities Summary (6 Months Ended June 30) | Cash Flow Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------- | | Net cash used in operating activities | $(4,243,007) | $(3,777,501) | $(465,506) | 12.32% | | Net cash used in investing activities | $0 | $(17,046) | $17,046 | -100.00% | | Net cash provided by financing activities | $3,373,127 | $1,321,000 | $2,052,127 | 155.35% | | Net (decrease) increase in cash and cash equivalents | $(871,545) | $(2,473,547) | $1,602,002 | -64.77% | | Cash and cash equivalents, end of year | $605,305 | $5,660,664 | $(5,055,359) | -89.31% | - Key financing activities for the six months ended June 30, 2025, included proceeds from convertible notes ($2,548,060) and notes payable ($3,399,300), partially offset by repayment of floor plan payable ($1,271,138) and notes payable ($1,514,286)[13] Notes to Unaudited Condensed Consolidated Financial Statements The notes provide critical context to the financial statements, detailing the company's operations, significant accounting policies, and the going concern uncertainty. Key areas covered include revenue recognition, inventory valuation, debt instruments (convertible notes, floor plan, business loans), preferred stock, warrant liabilities, and related party transactions. The notes also highlight recent accounting pronouncements and subsequent events NOTE 1. NATURE OF OPERATIONS ECD Automotive Design, Inc. specializes in the production and sale of customized classic vehicles, including Land Rovers, Jaguar E-Types, Classic Ford Mustangs, and Toyota FJ40s. Revenue is primarily generated from vehicle sales, repair/upgrade services, and extended warranties. The company also consolidates ECD Auto Design UK LTD for overseas parts procurement and acquired assets of BNMC Continuation Cars LLC in April 2024 - ECD Automotive Design, Inc. produces and sells customized classic vehicles (Land Rovers, Jaguar E-Types, Classic Ford Mustangs, Toyota FJ40s)[15] - Primary revenue sources include customized vehicle sales, repair/upgrade services, and extended warranties[15] - Acquired assets of BNMC Continuation Cars LLC in April 2024, integrating its performance into consolidated results[17] NOTE 2. GOING CONCERN As of June 30, 2025, the company had approximately $0.6 million in cash and a working capital deficit of $6.8 million. Management has determined that the company's liquidity condition raises substantial doubt about its ability to continue as a going concern within one year, necessitating additional financing through loans or equity raises Going Concern Metrics | Metric | Amount | | :---------------------- | :------------- | | Cash and cash equivalents | $0.6 million | | Working capital deficit | $6.8 million | - Management's assessment indicates substantial doubt about the Company's ability to continue as a going concern within one year due to its liquidity condition[22] - Future capital requirements depend on revenue growth and require additional financing through loans or equity raises, with no assurance of availability on acceptable terms[21] NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This section outlines the company's significant accounting policies, including the basis of presentation, emerging growth company status, use of estimates, and segment information (operating as a single segment). It details revenue recognition for product builds, warranties, and services, as well as policies for accounts receivable, inventories, property and equipment, long-lived assets, income taxes, loss per share, leases, fair value measurements, warrants, convertible notes, stock-based compensation, and redeemable preferred stock. Recent accounting pronouncements are also noted - The company operates and manages its business as one operating segment and one reportable segment, with the CEO acting as the Chief Operating Decision Maker[28] - Revenue from product builds is recognized when title is transferred or products are shipped, with initial customer deposits recorded as deferred revenue[34] - The company classifies certain warrants and conversion options as derivative liabilities, measured at fair value with changes recognized in the statements of operations[59][60] NOTE 4. INVENTORIES Inventories decreased from $11.18 million at December 31, 2024, to $7.92 million at June 30, 2025, primarily due to reductions in finished goods and work-in-progress inventory. Inventories are carried at the lower of cost or net realizable value, with cost determined by the weighted average method for direct and indirect costs Inventory Summary | Inventory Category | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :-------------------------------- | :------------ | :---------------- | :--------- | :--------- | | Inventory – work in progress | $4,018,483 | $4,480,440 | $(461,957) | -10.31% | | Finished Goods | $1,533,274 | $3,832,907 | $(2,299,633) | -59.99% | | Total Inventories | $7,918,552 | $11,181,806 | $(3,263,254) | -29.18% | NOTE 5. PREPAIDS AND OTHER CURRENT ASSETS Prepaid and other current assets decreased from $239,864 at December 31, 2024, to $211,141 at June 30, 2025, mainly due to a reduction in prepaid expenses and the absence of VAT receivable Prepaid and Other Current Assets Summary | Asset Category | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :----------------------- | :------------ | :---------------- | :--------- | :--------- | | Prepaid expenses | $36,558 | $213,914 | $(177,356) | -82.91% | | Prepaid and other current assets | $211,141 | $239,864 | $(28,723) | -11.97% | NOTE 6. PROPERTY AND EQUIPMENT Net property and equipment decreased to $437,257 as of June 30, 2025, from $483,878 at December 31, 2024, primarily due to accumulated depreciation. Depreciation expense for the three and six months ended June 30, 2025, was $23,507 and $46,621, respectively Property and Equipment Summary | Metric | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :---------------- | :--------- | :--------- | | Total Property and equipment | $773,329 | $773,329 | $0 | 0.00% | | Less: accumulated depreciation | $(336,072) | $(289,451) | $(46,621) | 16.11% | | Property and equipment, net | $437,257 | $483,878 | $(46,621) | -9.63% | Depreciation Expense | Depreciation Expense | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Depreciation expense | $23,507 | $30,847 | $46,621 | $75,599 | NOTE 7. LEASES The company has several lease agreements for office, manufacturing, and warehouse spaces in Florida and the UK, with varying terms and monthly payments. Total lease costs for the three and six months ended June 30, 2025, were $174,782 and $342,385, respectively. The weighted average remaining lease term is 8.19 years, with a discount rate of 6.3% Lease Cost Summary | Lease Cost Category | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Operating lease expenses | $150,278 | $150,278 | $300,556 | $300,556 | | Short-term lease costs | $18,750 | $0 | $33,750 | $0 | | Variable and other lease costs | $5,754 | $25,900 | $8,079 | $34,728 | | Total lease cost | $174,782 | $176,178 | $342,385 | $335,284 | - The weighted average remaining lease term for operating leases was 8.19 years as of June 30, 2025, with a weighted average discount rate of 6.3%[77] NOTE 8. ACCRUED EXPENSES Accrued expenses slightly increased to $1,704,981 at June 30, 2025, from $1,686,598 at December 31, 2024. This was driven by a significant increase in consulting and professional fees and warranty reserve, partially offset by a decrease in accrued interest and payroll Accrued Expenses Summary | Accrued Expense Category | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :------------------------- | :------------ | :---------------- | :--------- | :--------- | | Accrued interest | $137,785 | $578,456 | $(440,671) | -76.18% | | Consulting and professional fees | $405,602 | $37,789 | $367,813 | 973.33% | | Warranty reserve | $631,474 | $529,129 | $102,345 | 19.34% | | Total Accrued expenses | $1,704,981 | $1,686,598 | $18,383 | 1.09% | NOTE 9. OTHER PAYABLES Other payables decreased to $885,325 at June 30, 2025, from $1,364,222 at December 31, 2024, primarily due to a reduction in income tax payable and share issuance liability Other Payables Summary | Other Payables Category | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :------------------------ | :------------ | :---------------- | :--------- | :--------- | | Income tax payable | $715,559 | $1,115,559 | $(400,000) | -35.86% | | Share issuance liability | $100,000 | $150,000 | $(50,000) | -33.33% | | Total Other payables | $885,325 | $1,364,222 | $(478,897) | -35.10% | NOTE 10. DEBT The company has several convertible notes, including the December 2023, August 2024, January 2025, and June 2025 Convertible Notes, which are senior secured and convertible into common stock. The total principal value of convertible notes increased to $20.89 million at June 30, 2025. The company also has floor plan financing and a new business loan (New Loan) that paid off the Agile Loan. Interest expense significantly increased due to additional debt - The company issued several senior secured convertible notes (December 2023, August 2024, January 2025, June 2025) with varying principal amounts and conversion terms, subject to default interest and conversion price adjustments[81][84][85][87] Debt Summary | Debt Category | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :---------------- | :--------- | :--------- | | Principal value of Convertible Notes | $20,888,741 | $17,836,864 | $3,051,877 | 17.11% | | Convertible Notes payable (net) | $18,142,482 | $14,085,932 | $4,056,550 | 28.79% | | Floor plan payable | $498,320 | $1,212,000 | $(713,680) | -58.88% | Interest Expense | Interest Expense | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | | :-------------------------------- | :--------------------------- | :--------------------------- | | Contractual interest expense | $1,620,186 | $2,756,792 | | Debt discount and issuance cost amortization | $485,162 | $1,205,535 | | Total Interest expense | $2,105,348 | $3,962,327 | NOTE 11. WARRANT LIABILITIES The company has Common Share Warrants and Preferred Share Warrants, recognized as derivative liabilities at fair value. The fair value of warrant liabilities significantly decreased from $486,559 at December 31, 2024, to $589 at June 30, 2025, primarily due to a decrease in the company's share price - The company issued Common Share Warrants and Preferred Share Warrants as part of the December 2023 Convertible Note and Series A Convertible Preferred Stock[100] - These warrants are recognized as derivative liabilities at fair value, with changes recorded in the unaudited condensed consolidated statement of operations[102] Warrant Liabilities Summary | Metric | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :---------------- | :--------- | :--------- | | Warrant liabilities, at fair value | $589 | $486,559 | $(485,970) | -99.88% | NOTE 12. PREFERRED STOCK The company has Series A, B, and C Convertible Preferred Stock. Significant activity includes the conversion of Series C and Series A Preferred Stock into common stock during Q2 2025. The company also entered into exchange agreements to convert convertible notes into Series B and then Series C Preferred Stock, resulting in a gain on conversion of $433,881. Series C Preferred Stock holders are entitled to annual dividends and have conversion rights with an alternate conversion price based on VWAP - During the three months ended June 30, 2025, 1,450 Series C Preferred Stock were converted into 6,530,455 shares of Common Stock, and 10,000 Series A Preferred Stock were converted into 1,000,000 shares of Common Stock[103][121] - The company converted $1,284,881 of the August 2024 Convertible Note into 4,000 shares of Series B Preferred Stock, and subsequently converted these Series B shares into Series C Preferred Stock[104][106] - A gain of $433,881 was recognized on the conversion of debt to Series B Preferred Stock for the three months ended June 30, 2025[105] NOTE 13. STOCKHOLDERS' EQUITY Common stock outstanding increased due to conversions of convertible notes and preferred stock, as well as issuances for consulting agreements. The company has various warrants (Public, Private, ATW, Duncan) with different accounting classifications (equity vs. liability). Share-based compensation expense was recognized for non-employee directors and advisory firms, totaling $1,948,094 for the six months ended June 30, 2025. An Equity Purchase Facility Agreement was also entered into, allowing the company to sell up to $500 million in common stock - Common stock shares issued and outstanding increased to 47,582,259 as of June 30, 2025, from 36,499,662 as of December 31, 2024[7] - Share-based compensation expense for the six months ended June 30, 2025, was $1,948,094, including grants to advisors and non-employee directors[13] - The company entered into an Equity Purchase Facility Agreement (EPFA) on June 20, 2025, to sell up to $500 million in newly issued common stock to an accredited investor[143] NOTE 14. COMMITMENTS AND CONTINGENCIES The company is not currently party to any material legal proceedings. It has a Strategic Partnership Agreement and Usage Agreement with One Drivers Club to launch a retail showroom in West Palm Beach, Florida, involving base rent, a build-out deposit, and issuance of unrestricted shares. Additionally, the company partnered with Ten Easy Street of Nantucket to showcase custom vehicles - No pending claims, charges, or litigation are expected to have a material adverse impact on the company's financial position[144] - Entered into agreements with One Drivers Club for a retail showroom in West Palm Beach, FL, involving annual rent, a $125,000 build-out deposit, and the issuance of 725,000 unrestricted shares of ECD capital stock[145] - Partnered with Ten Easy Street of Nantucket to showcase custom vehicles from April 1, 2025, to December 31, 2025, for a payment of $75,000[148] NOTE 15. FAIR VALUE MEASUREMENTS The company measures certain assets and liabilities at fair value, primarily Level 3 liabilities such as Common Share Warrants, Preferred Share Warrants, and derivative liabilities. The fair value of warrant liabilities and conversion option liabilities significantly decreased from December 31, 2024, to June 30, 2025, largely due to a decrease in the company's share price Fair Value Liabilities Summary | Liability Category | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :-------------------------------- | :------------ | :---------------- | :--------- | :--------- | | Warrant liabilities – Common Share Warrants | $589 | $486,495 | $(485,906) | -99.88% | | Warrant liabilities – Preferred Share Warrants | $0 | $64 | $(64) | -100.00% | | Derivative Liability | $1,219 | $313,191 | $(311,972) | -99.61% | | Total liabilities (Fair Value) | $1,808 | $799,750 | $(797,942) | -99.77% | - The valuation of Level 3 liabilities (warrants and derivative liabilities) uses a Black-Scholes option pricing model, with the decrease in fair value primarily attributed to the decline in the company's share price[150][219] NOTE 16. RELATED PARTY TRANSACTIONS The company has a policy to avoid related party transactions unless approved by the Board or audit committee. Significant related party transactions include services from TransportCo, owned by the CEO's father, for transportation services, and British Food Stop, owned by the President's parents, for employee meals. Expenses incurred with these related parties decreased for the three and six months ended June 30, 2025, compared to 2024 - The company's Code of Ethics requires avoiding related party transactions that could result in conflicts of interest, with exceptions requiring Board or audit committee approval[157][158] - TransportCo, owned by the CEO's father, provides transportation services to ECD. British Food Stop, owned by the President's parents, sells food to employees on-site[160][161] Related Party Expenses, Net | Related Party | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Luxury Automotive Transport, Inc. | $6,540 | $32,702 | $15,025 | $57,292 | | British Food Stop | $0 | $15,684 | $7,939 | $26,157 | | Total expenses, net | $6,540 | $48,386 | $22,964 | $83,449 | NOTE 17. SEGMENT The company operates as a single reportable segment, with the CEO serving as the chief operating decision maker. Performance is assessed based on consolidated financial information, including net income or loss, total assets, and total liabilities - The company operates as a single reportable segment, with the CEO as the chief operating decision maker[164] - Key metrics reviewed by the CODM include inventory, deferred revenue, net revenue, cost of goods sold, and gross profit[165] NOTE 18. SUBSEQUENT EVENTS Subsequent events through August 19, 2025, include a Third Amendment and Exchange Agreement on July 7, 2025, converting $2.46 million under a loan agreement into Series C Preferred Stock. A July 2025 Convertible Note for $823,960 was also executed. On August 4, 2025, $10 million of the December 2023 Convertible Note was exchanged for 15,000 shares of Series C Preferred Stock. A new Securities Purchase Agreement on August 13, 2025, involved the sale of 1,111 Series C Preferred Shares for $999,900. Additionally, Victoria Hay was appointed as the Chief Financial Officer on August 15, 2025 - On July 7, 2025, $2,462,805 under a loan agreement was converted into 5,000 shares of Series C Preferred Stock[167] - On August 4, 2025, $10,000,000 principal from the December 2023 Convertible Note was exchanged for 15,000 shares of Series C Preferred Stock[169] - Victoria Hay was appointed Chief Financial Officer on August 15, 2025[173] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, including a business overview, strategic initiatives, and detailed analysis of financial performance for the three and six months ended June 30, 2025, compared to 2024. It also discusses liquidity, capital resources, critical accounting policies, and subsequent events Business Overview and Strategy ECD Automotive Design, Inc. is an award-winning custom-car builder specializing in British classic vehicles, offering a luxury automotive design experience. The company's revenue primarily comes from customized vehicle sales, repair services, and extended warranties. Despite a slight increase in revenue for the three months ended June 30, 2025, the company reported increased net losses for both the three and six-month periods - ECD is an award-winning custom-car builder focused on British classic vehicles, providing a luxury automotive design experience[176] - Revenue for the three months ended June 30, 2025, was $7.0 million (up from $6.5 million in 2024), while net loss was $4.3 million (up from $2.0 million in 2024)[176] - Revenue for the six months ended June 30, 2025, was $13.4 million (flat compared to 2024), while net loss was $7.0 million (up from $4.9 million in 2024)[176] Recent Financing Activities The company engaged in several financing activities, including issuing multiple senior secured convertible notes (December 2023, August 2024, January 2025, June 2025) with an institutional lender. It also entered into exchange agreements to convert convertible notes into Series B and Series C Preferred Stock, and secured a new business loan (New Loan) to repay the Agile Loan. An Equity Purchase Facility Agreement was established, allowing the company to sell up to $500 million in common stock - Issued a series of senior secured convertible notes (December 2023, August 2024, January 2025, June 2025) with an institutional Lender, totaling significant principal amounts[180][182][183][185] - Converted $1,284,881 of the August 2024 Convertible Note into 4,000 shares of Series B Preferred Stock, which were subsequently converted into Series C Preferred Stock[186][187] - Entered into a New Loan Agreement for $1,824,300 on April 4, 2025, using the proceeds to pay off the Agile Loan of $1,749,300[193][195] - Established an Equity Purchase Facility Agreement (EPFA) on June 20, 2025, enabling the company to sell up to $500 million of its common stock to an accredited investor[198] Key Factors Affecting Results of Operations The company's financial performance is influenced by supply chain management efforts to reduce costs, the expansion of its manufacturing facility (RoverDome) to increase production efficiency, and strategic growth plans including new vehicle models (Jaguar E-type, Classic Ford Mustangs) and new retail marketing channels in West Palm Beach, FL, and Nantucket, MA - ECD UK was formed to facilitate procuring parts and vehicles overseas to reduce costs and improve efficiencies in supply chain management[201] - The 100,000-square-foot RoverDome facility in Kissimmee, FL, allows for production efficiencies and scaling, with production increasing by approximately 20% in 2023[203] - Growth plans include introducing Jaguar E-type and Classic Ford Mustangs (acquired BNMC assets), relocating quality/warranty services to a new facility, and opening new retail locations in West Palm Beach, FL, and Nantucket, MA[204][205] Key Business Metrics The company uses Adjusted EBITDA, a non-GAAP financial measure, to evaluate its operating performance by excluding non-cash and non-recurring charges. Adjusted EBITDA decreased significantly for both the three and six months ended June 30, 2025, compared to the same periods in 2024, indicating a worsening operational performance - Adjusted EBITDA is defined as earnings (loss) before interest expense, income tax expense (benefit), non-recurring fees, equity compensation, other (income) expenses, foreign exchange gains and losses, and depreciation and amortization, adjusted for transaction expenses[207] Adjusted EBITDA (3 Months Ended June 30) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | | :---------------- | :--------------------------- | :--------------------------- | :--------- | :--------- | | Adjusted EBITDA | $(1,506,454) | $27,408 | $(1,533,862) | -5596.25% | Adjusted EBITDA (6 Months Ended June 30) | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :---------------- | :--------------------------- | :--------------------------- | :--------- | :--------- | | Adjusted EBITDA | $(2,915,128) | $(848,818) | $(2,066,310) | 243.44% | Results of Operations For the three months ended June 30, 2025, revenue increased by 9%, but gross profit decreased by 32% due to higher cost of goods sold. Operating expenses rose by 55%, driven by general and administrative costs and equity compensation. Net loss increased by 110%. For the six months ended June 30, 2025, revenue was flat, gross profit decreased by 12%, and operating expenses increased by 51% due to increased headcount and an inventory write-off. Net loss increased by 44%. Interest expense significantly increased in both periods due to additional debt Results of Operations (3 Months Ended June 30) | Metric (3 Months) | 2025 | 2024 | Variance ($) | Variance (%) | | :-------------------------- | :----------- | :----------- | :----------- | :----------- | | Revenue, net | $7,015,892 | $6,454,418 | $561,474 | 9% | | Gross profit | $1,388,444 | $2,054,843 | $(666,399) | (32)% | | Total operating expenses | $4,001,965 | $2,586,218 | $1,415,747 | 55% | | Net loss | $(4,270,294) | $(2,029,495) | $(2,240,799) | 110% | Results of Operations (6 Months Ended June 30) | Metric (6 Months) | 2025 | 2024 | Variance ($) | Variance (%) | | :-------------------------- | :----------- | :----------- | :----------- | :----------- | | Revenue, net | $13,437,263 | $13,444,164 | $(6,901) | -% | | Gross profit | $3,153,016 | $3,580,476 | $(427,460) | (12)% | | Total operating expenses | $7,721,045 | $5,115,929 | $2,605,116 | 51% | | Net loss | $(7,020,611) | $(4,889,357) | $(2,131,254) | 44% | - Interest expense increased by $798,824 (61%) for the three months and $1,519,503 (62%) for the six months ended June 30, 2025, due to additional debt and early loan repayment[218][227] Liquidity and Capital Resources The company's primary funding sources are customer deposits and loan proceeds, while uses include inventory, manufacturing, and operating costs. As of June 30, 2025, cash and cash equivalents were $605,305, and the company faces a working capital deficit, raising substantial doubt about its ability to continue as a going concern. Cash used in operating activities increased, while cash provided by financing activities significantly increased due to new debt issuances - Primary sources of funds are customer deposits ($7,988,974 as of June 30, 2025) and proceeds from loans payable[228] - As of June 30, 2025, cash and cash equivalents were $605,305, and the company's liquidity condition raises substantial doubt about its ability to continue as a going concern[232][235] Cash Flow Activities (6 Months Ended June 30) | Cash Flow Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Net cash used in operating activities | $(4,243,007) | $(3,777,501) | | Net cash provided by financing activities | $3,373,127 | $1,321,000 | Critical Accounting Policies and Estimates The company's financial statements rely on estimates and assumptions, particularly in revenue recognition, inventory valuation, fair value measurements for financial instruments (warrants, convertible notes), and redeemable preferred stock. Revenue from product builds is recognized upon title transfer or delivery, while warranties are assurance-type. Inventories are valued at the lower of cost or net realizable value. Warrants and convertible notes are classified as liabilities or equity based on specific accounting standards - Revenue recognition for product builds occurs when the product is completed and title is legally transferred or delivered, with customer deposits initially recorded as deferred revenue[246][247] - Inventories are carried at the lower of cost or net realizable value, with cost determined by the weighted average method for direct and indirect costs[254] - Warrants and convertible debt instruments are classified as either liability or equity based on ASC 480 and ASC 815, with liability-classified instruments requiring fair value accounting at each reporting period[256][257] SUBSEQUENT EVENTS Subsequent events through August 19, 2025, include a Third Amendment and Exchange Agreement on July 7, 2025, converting $2.46 million under a loan agreement into Series C Preferred Stock. A July 2025 Convertible Note for $823,960 was also executed. On August 4, 2025, $10 million of the December 2023 Convertible Note was exchanged for 15,000 shares of Series C Preferred Stock. A new Securities Purchase Agreement on August 13, 2025, involved the sale of 1,111 Series C Preferred Shares for $999,900. Additionally, Victoria Hay was appointed as the Chief Financial Officer on August 15, 2025 - On July 7, 2025, the Lender converted $2,462,805 under a loan agreement into 5,000 shares of Series C Preferred Stock[260] - On August 4, 2025, $10,000,000 principal from the December 2023 Convertible Note was exchanged for 15,000 shares of Series C Preferred Stock[263] - Victoria Hay was appointed Chief Financial Officer on August 15, 2025[268] Item 3. Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, ECD Automotive Design, Inc. is not required to provide detailed quantitative and qualitative disclosures about market risk - The company is exempt from providing detailed market risk disclosures as a smaller reporting company[269] Item 4. Control and Procedures The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to a material weakness in internal control over financial reporting, specifically concerning revenue recognition, inventory accounting, and technical accounting areas. Management plans to implement remediation steps, including expanding review processes, enhancing access to accounting literature, and considering additional qualified staff - The CEO and CFO concluded that disclosure controls and procedures were not effective as of June 30, 2025[271] - The ineffectiveness is attributed to a material weakness in internal control over financial reporting, particularly in the application of accounting policies for revenue recognition, inventory, and technical accounting areas[271] - Remediation plans include expanding review processes for complex transactions, enhancing access to accounting literature, identifying third-party professionals for consultation, and considering additional qualified staff[272] PART II – OTHER INFORMATION This section provides disclosures on legal proceedings, risk factors, equity sales, defaults, and exhibits Item 1. Legal Proceedings The company is not currently involved in any material legal proceedings, though it may face claims in the ordinary course of business. The outcome of litigation is inherently uncertain, and such proceedings could adversely impact the company - The company is not party to any material legal proceedings as of the reporting date[276] Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024. Readers are advised to review those risks, along with other information in the current report, as they could materially affect the business and financial condition - No material changes have occurred to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[279] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the quarter ended June 30, 2025, there were no unregistered sales of the company's securities that were not previously reported in a Current Report on Form 8-K - No unregistered sales of equity securities occurred during the quarter ended June 30, 2025, that were not previously reported[280] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - There were no defaults upon senior securities[282] Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[283] Item 5. Other Information No other information is reported under this item - No other information is reported under this item[284] Item 6. Exhibits This section lists all exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q, including various agreements related to securities purchases, convertible notes, loan agreements, consulting agreements, and certifications - The exhibits include forms of Securities Purchase Agreements, Senior Secured Convertible Notes, Common Share Warrants, Registration Rights Agreements, Business Loan and Security Agreements, Consulting Agreements, Amendment and Exchange Agreements, and the Equity Purchase Facility Agreement[286] SIGNATURES The report is duly signed on behalf of ECD Automotive Design, Inc. by Scott Wallace, Chief Executive Officer, and Victoria Hay, Chief Financial Officer, on August 19, 2025 - The report was signed by Scott Wallace, Chief Executive Officer, and Victoria Hay, Chief Financial Officer, on August 19, 2025[290]