EX-99.24 25 e2712_ex99-24.htm EX-99-24

 

 

Exhibit 99.24

 

 

 


GRANDE WEST TRANSPORTATION GROUP INC.

 

Unaudited Interim Condensed Consolidated Financial Statements

 

For the three and six months ended June 30, 2020 and 2019


 

 
 

 

Grande West Transportation Group Inc.

Interim Condensed Consolidated Statements of Financial Position (Unaudited, expressed in Canadian Dollars)

 

    Note   June 30, 2020   December 31, 2019
              $       $  
Current Assets                        
Cash and cash equivalents             440,804       757,261  
Restricted cash             356,616       356,616  
Trade and other receivables             7,377,974       9,199,646  
Inventory     3       22,470,670       19,303,162  
Prepaids and deposits             2,256,432       1,203,744  
                         
              32,902,496       30,820,429  
Long-term Assets                        
Intangible assets             1,391,032       1,551,333  
Property and equipment             4,392,694       4,532,699  
                         
              38,686,222       36,904,461  
                         
Current Liabilities                        
Accounts payable and accrued liabilities             13,264,563       7,889,908  
Credit facility     4       793,343       5,849,682  
Current portion of deferred revenue     5       4,400,819       1,281,364  
Current portion of provision for warranty cost     6       929,362       1,403,792  
Current debt facilities     7       2,475,969       1,960,503  
Current portion of other long-term liabilities             228,847       226,003  
                         
              22,092,903       18,611,252  
                         
Long-term Liabilities                        
Other long-term liabilities             274,364       388,931  
Provision for warranty cost     6       215,887       142,833  
Deferred revenue     5       1,136,096       1,101,936  
                         
              23,719,250       20,244,952  
                         
Shareholders’ Equity (Deficiency)                        
Share capital     8       37,960,415       37,136,584  
Contributed surplus     8       2,384,742       2,384,204  
Accumulated other comprehensive loss             (8,566 )     (16,389 )
Deficit             (25,369,619 )     (22,844,890 )
                         
              14,966,972       16,659,509  
                         
              38,686,222       36,904,461  

 

COMMITMENTS (Note 12)

 

Approved on behalf of the Board:

 

/s/“William R. Trainer”   /s/“Christopher Strong”
Director   Director

 

See accompanying notes to the consolidated financial statements

 

 
 

 

Grande West Transportation Group Inc.

Interim Condensed Consolidated Statements of Loss
(Unaudited, expressed in Canadian Dollars)

 

      For the three  For the three  For the six  For the six
      months  months  months  months
      ended June 30,  ended June 30,  ended June 30,  ended June 30,
   Note  2020  2019  2020  2019
      $  $  $  $
Revenue                         
Bus sales   11    7,953,310    10,972,752    10,667,362    15,553,475 
Other   11    748,610    906,109    2,002,541    2,058,420 
         8,701,920    11,878,861    12,669,903    17,611,895 
                          
Cost of sales   3    (8,204,614)   (9,536,905)   (12,080,365)   (13,929,855)
                          
Gross margin        497,306    2,341,956    589,538    3,682,040 
                          
Expenses                         
Sales and administration        1,062,249    2,093,219    2,519,493    3,683,542 
Stock-based compensation        67,071    224,900    147,613    446,150 
Amortization        158,961    154,445    317,408    307,888 
Interest and finance costs   4,7    148,677    217,791    334,836    393,822 
Foreign exchange (gain) loss        (145,075)   86,108    (205,083)   (34,455)
                          
         1,291,883    2,776,463    3,114,267    4,796,947 
                          
Net loss        (794,577)   (434,507)   (2,524,729)   (1,114,907)
                          
Loss per share                         
Basic        (0.01)   (0.01)   (0.03)   (0.02)
Diluted        (0.01)   (0.01)   (0.03)   (0.02)
                          
Weighted average number of common shares outstanding    
Basic        75,756,586    72,636,912    75,756,586    72,636,912 
Diluted        75,866,925    72,954,929    75,866,925    73,031,847 

 

See accompanying notes to the consolidated financial statements

 

 
 

 

Grande West Transportation Group Inc.

Interim Condensed Consolidated Statements of Comprehensive Loss

(Unaudited, expressed in Canadian Dollars)

 

   For the three  For the three  For the six  For the six
   months  months  months  months
   ended June  ended June  ended June  ended June
   30, 2020  30, 2019  30, 2020  30, 2019
   $        $
                     
Net loss   (794,577)   (434,507)   (2,524,729)   (1,114,907)
                     
Other comprehensive loss                    
Items that may be reclassified subsequently to net loss
Exchange differences on translation of foreign operations (5,971 )     7,823
                     
Total other comprehensive (loss) income   (5,971)       7,823     
Total comprehensive loss   (800,548)   (434,507)   (2,516,906)   (1,114,907)

 

See accompanying notes to the consolidated financial statements

 

 
 

 

Grande West Transportation Group Inc.

Interim Condensed Consolidated Statements of Changes in Equity
(Unaudited, expressed in Canadian Dollars)

 

                    Accumulated        
                    Other        
        Number of       Contributed   Comprehensive       Total Shareholders’
    Note   Shares   Share Capital   Surplus   Income   Deficit   Equity (Deficiency)
                      $       $       $       $       $  
Balance, December 31, 2018             73,760,409       35,981,664       2,773,865             (17,859,481 )     20,896,048  
Issuance of shares stock options exercised     8.2 (c)       250,000       177,919       (52,919 )                 125,000  
Issuance of shares RSU vested     8.2 (d)       460,000       933,800       (933,800 )                    
Stock-based compensation     8.4-8.5                   446,150                   446,150  
Net loss                                     (1,114,907 )     (1,114,907 ))
Balance, June 30, 2019             74,470,409       37,093,383       2,233,296             (18,974,388 )     20,352,291  
                                                         
Balance, January 1, 2020             74,530,409       37,136,584       2,384,204       (16,389 )     (22,844,890 )     16,659,509  
Issuance of shares convertible debt exercised     8.2 (a)       1,837,736       751,831       (144,400 )                 607,431  
Issuance of shares RSU vested     8.2 (b)       100,000       72,000       (72,000 )                  
Warrants     8.3                   69,326                   69,326  
Stock-based compensation     8.4-8.5                   147,612                   147,612  
Other comprehensive income                               7,823             7,823  
Net loss                                     (2,524,729 )     (2,524,729 )
Balance, June 30, 2020             76,468,145       37,960,415       2,384,742       (8,566 )     (25,369,619 )     14,966,972  

 

See accompanying notes to the consolidated financial statements

 

 
 

 

Grande West Transportation Group Inc.

Interim Condensed Consolidated Statements of Cash Flows
(Unaudited, expressed in Canadian Dollars)

 

        Six months ended   Six months ended
    Note   June 30, 2020   June 30, 2019
              $       $  
OPERATING ACTIVITIES                        
Net loss for the year             (2,524,729 )     (1,114,907 )
Items not involving cash:                        
Amortization             491,348       505,351  
Foreign exchange (gain) loss             (53,277 )     93,744  
Interest and finance costs             334,836       393,822  
Stock-based compensation     8       147,613       446,150  
              (1,604,209 )     324,160  
Changes in non-cash items:                        
Trade and other receivables             1,714,870       3,713,986  
Inventory     3       (3,030,074 )     3,324,910  
Prepaids and deposits             (1,052,687 )     (275,129 )
Accounts payable and accrued liabilities             5,345,804       (1,981,175 )
Deferred revenue     5       3,100,193        
Warranty provision     6       (405,909 )     (414,503 )
Cash from operating activities before interest paid             4,067,988       4,692,249  
Interest paid             (221,669 )     (206,447 )
Cash from operating activities             3,846,319       4,485,802  
                         
INVESTING ACTIVITIES                        
Intangible assets                   (68,519 )
Purchase of property and equipment             (179,713 )     (36,707 )
Restricted cash                   (1,383 )
Cash (used in) investing activities             (179,713 )     (106,609 )
                         
FINANCING ACTIVITIES                        
Proceeds from issuance of common shares     8             125,000  
Repayments of credit facility     4       (5,056,339 )     (2,641,632 )
Proceeds from current debt facilities     7       1,219,000       121,607  
Repayment of current debt facilities     7       (51,866 )     (115,547 )
Repayment of convertible debt     7       (24,178 )      
Repayment of long-term loans             (122,201 )     (86,480 )
Cash (used in) from financing activities             (4,035,584 )     (2,597,052 )
Effect of foreign exchange rate on cash             52,521       (93,744 )
(Decrease) increase in cash and cash equivalents             (316,457 )     1,688,397  
Cash and cash equivalents, beginning             757,261       2,732,437  
Cash and cash equivalents, ending             440,804       4,420,834  
Supplemental cashflow information                        
Non-monetary transaction     11                  

 

See accompanying notes to the consolidated financial statements

 

 
 

 

Grande West Transportation Group Inc.

Notes to the Interim Condensed Consolidated Financial Statements
Three and six months ended June 30, 2020 and June 30, 2019
(Unaudited, expressed in Canadian Dollars)

 

1.NATURE OF OPERATIONS

 

During the three months ended March 31, 2020, the coronavirus known as COVID-19 was announced as a global pandemic. As a result of global volatility, the Company has put in place business continuity plans to adapt to evolving market conditions. The Company is currently working with its financial institution to ensure credit lines remain active with sufficient access to capital. Even after taking into consideration the negative effects of the current COVID-19 pandemic on our delivery schedule, the Company has determined that there is no change in the Company’s conclusion about its ability to continue as a going concern. However, the duration and impact of COVID-19 is unknown at this time and it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods. The Canadian Government has implemented policies giving aid to businesses due to COVID-19, as a result the Company has received $546,604 in aid during the six months ended June 30, 2020 which was recognized as a decrease in salary expenses.

 

2.BASIS OF PRESENTATION

 

  i)Intercompany balances and transactions, and any unrealized gains arising from intercompany transactions, were eliminated in preparing the consolidated financial statements.

 

a)Statement of compliance

 

These unaudited interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, have been omitted or condensed. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2019.

 

The consolidated financial statements were authorized for issue by the Board of Directors on August 21, 2020.

 

b)Basis of measurement

 

The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments carried at fair value.

 

c)Use of estimates and judgments

 

The preparation of the consolidated financial statements in conformity with IFRS requires the use of judgments and/or estimates that affect the amounts reported and disclosed in the consolidated financial statements and related notes. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ materially from the amounts included in the consolidated financial statements. For significant estimates and judgements refer to Note 6 as well as the audited consolidated financial statements for the year ended December 31, 2019.

 

3.INVENTORY

 

   June 30,2020  December 31, 2019
    $    $ 
Finished goods   18,929,776    14,336,356 
Works in progress - buses   1,127,516    2,486,988 
Parts for resale   2,413,378    2,479,818 
Total Inventory   22,470,670    19,303,162 

 

As at June 30, 2020 and December 31, 2019, finished goods inventory consisted of the costs of fully assembled buses, as well as freight and other costs incurred directly by the Company in compiling inventory. All inventory is part of the general security agreement to secure the credit facility described in Note 4.

 

During the six months ended June 30, 2020, the Company recognized $9,752,190 as the cost of inventory for direct materials included as an expense in cost of sales (June 30, 2019 - $11,000,351).

 

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Grande West Transportation Group Inc.

Notes to the Interim Condensed Consolidated Financial Statements
Three and six months ended June 30, 2020 and June 30, 2019
(Unaudited, expressed in Canadian Dollars)

 

4.CREDIT FACILITY

 

During the year ended December 31, 2017, the Company entered into a revolving credit facility agreement with a financial institution for a maximum amount of $20 million. The terms of the agreement were amended during the three months ended March 31, 2019, to reduce the interest rate and extend the term to October of 2020. The credit facility bears interest of 0.75% plus Royal Bank Prime rate on Canadian loans and US Prime rate plus 0.75% on US loans. The facility is secured by way of a general security agreement over all assets of the Company.

 

As at June 30, 2020, the Company had drawn $793,343 on this facility, comprising $793,343 in Canadian funds and $nil in US funds.

 

Per the terms of the credit facility, the Company must maintain a consolidated 12 month rolling fixed charge coverage ratio. The financial institution has waived the covenant until July 31, 2020.

 

5.DEFERRED REVENUE

 

        June 30, 2020   December 31, 2019
              $       $  
Sales deposits     (a)       3,100,193        
Future delivery of buses     (b)       2,436,722       2,383,300  
Less: current portion             4,400,819       1,281,364  
Long-term portion of deferred revenue             1,136,096       1,101,936  

 

a)The Company has received sales deposits from a customer for future deliveries.

 

b)The Company has recognized deferred revenue and an intangible asset in relation to an agreement with a customer to provide future delivery of eight buses. During the six months ended June 30, 2020, the Company recognized $53,422 in interest expense related to the deferred revenue.

 

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Grande West Transportation Group Inc.

Notes to the Interim Condensed Consolidated Financial Statements
Three and six months ended June 30, 2020 and June 30, 2019
(Unaudited, expressed in Canadian Dollars)

 

6.PROVISION FOR WARRANTY COST

 

The Company provides bumper to bumper warranties coverage for the first two years on specified components, with the exception of normal wear and tear.

 

During the six months ended June 30, 2020, the Company recorded warranty expense of $371,323 (June 30, 2019 - $402,500) as part of its cost of sales in connection with sales completed during the six months. During the six months ended June 30, 2020, $377,787 (June 30, 2019 - $721,120) of warranty costs have been incurred against the provision. Change in estimate of the warranty provision relates to re-assessment of the warranty provision compared to the actual warranty claims applied.

 

      $  
Balance at December 31, 2018     2,373,982  
         
Additions     527,500  
Warranty claims applied     (1,418,037 )
Change in estimate of warranty provision     63,180  
Balance at December 31, 2019     1,546,625  
         
Additions     371,323  
Warranty claims applied     (377,787 )
Change in estimate of warranty provision     (399,613 )
Foreign exchange change in estimate     4,701  
Balance at June 30, 2020     1,145,249  
Less: Current portion     929,362  
Long-term portion of warranty provision     215,887  

 

7.CURRENT DEBT FACILITIES

 

      June 30, 2020  December 31, 2019
         $    $ 
Unsecured debentures   (a)    1,665,969     
Private loan   (b)    810,000    1,300,000 
Convertible debt   (c)        608,637 
Property and Commercial Insurance Loan   (d)        51,866 
         2,475,969    1,960,503 

 

a)On March 20, 2020, the Company issued $1,750,000 in unsecured debentures with a maturity 12 months from the date of issue. The debentures were issued at a discount of 2% and include 10% annual interest paid at maturity; the Company incurred borrowing costs of $110,326 and the debt has an effective interest rate of 16%. During the six months ended June 30, 2020, the Company incurred $75,199 in interest expense on this loan, of which $48,904 is included in accounts payable and accrued liabilities at June 30, 2020.

 

In connection with the issuance, the Company also issued 1,050,000 warrants to purchase common shares at an exercise price of $0.38 per share, the value of these warrants was incorporated in the transaction costs of $110,326 referenced above. The warrants expire 12 months from the date of issue. In the event of default, the debt holder holds the right to convert into common shares at $0.38 per share.

 

b)The loans bear annual interest at a rate of 10%. During the six months ended June 30, 2020, the Company incurred $50,914 (June 30, 2019 - $138,985) in interest expense on this loan, of which $6,639 (June 30, 2019 - $nil) is included in accounts payable and accrued liabilities at June 30, 2020. During the six months ended June 30, 2020, the Company repaid $490,000 of this debt.

 

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Grande West Transportation Group Inc.

Notes to the Interim Condensed Consolidated Financial Statements
Three and six months ended June 30, 2020 and June 30, 2019
(Unaudited, expressed in Canadian Dollars)

 

7.CURRENT DEBT FACILITIES (Continued)

 

c)On March 12, 2020, the Company issued 1,818,181 shares on the conversion of $600,000 in principal of the outstanding convertible debt. Principal of $24,178 was repaid at June 30, 2020.

 

d)On June 1, 2019, the Company renewed an insurance loan for a value of $121,607. The loan bears annual interest of 7.4% with monthly principal payments of $10,584.

 

8.SHARE CAPITAL

 

8.1Authorized: Unlimited number of common shares without par value

 

8.2Issued and Outstanding Common Shares:

 

The details for the common share issuances during the six months ended June 30, 2020 are as follows:

 

a.During the six months ended June 30, 2020, 1,837,736 shares were issued on settlement of the convertible debt of $607,431.

 

b.During the six months ended June 30, 2020, 100,000 RSU’s were exercised for gross proceeds of $nil.

 

The details for the common share issuances during the six months ended June 30, 2019 were as follows:

 

c.During the six months ended June 30, 2019, 250,000 stock options were exercised by employees of the Company at an average exercise price of $0.50 for gross proceeds of $125,000.

 

d.During the six months ended June 30, 2019, 460,000 RSU’s were exercised for gross proceeds of $nil.

 

8.3Share Purchase Warrants

 

A summary of the Company’s share purchase warrants are as follows:

 

    Number of   Weighted Average
    Warrants   Exercise Price
                $  
Outstanding, December 31, 2018              
Issued              
Forfeited              
Exercised              
Outstanding, December 31, 2019              
                   
Issued       1,050,000       0.38  
Forfeited              
Exercised              
Outstanding, June 30, 2020       1,050,000       0.38  

 

During the six months ended June 30, 2020, the Company issued 1,050,000 warrants as part of a debt agreement (Note 7) with an exercise price of $0.38. The warrants expire 12 months from the date of issue.

 

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Grande West Transportation Group Inc.

Notes to the Interim Condensed Consolidated Financial Statements
Three and six months ended June 30, 2020 and June 30, 2019
(Unaudited, expressed in Canadian Dollars)

 

8.SHARE CAPITAL (Continued)

 

8.4Directors, Consultants, and Employee stock options

 

The Company has adopted a stock option plan for which options to acquire up to 10% of the issued share capital, at the award date, may be granted to eligible optionees from time to time. Generally, stock options granted have a maximum term of five years, and a vesting period and exercise price determined by the directors.

 

A summary of the Company’s directors, consultants, and employee stock options are as follows:

 

   Number of  Weighted Average
   Options  Exercise Price
          $ 
Outstanding, December 31, 2018    3,290,000    1.35 
Issued    2,100,000    0.61 
Forfeited    (1,500,000)   1.85 
Exercised    (250,000)   0.50 
Outstanding, December 31, 2019    3,640,000    0.78 
            
Issued    250,000    0.40 
Forfeited    (500,000)   0.55 
Exercised         
Outstanding, June 30, 2020    3,390,000    0.78 

 

On May 4, 2020, the Company granted 100,000 stock options to an executive and a director to purchase common shares of the Company with an exercise price of $0.40 per common share and expiring on May 3, 2025. These stock options vest over one year.

 

On May 12, 2020, the Company granted 50,000 stock options to an executive to purchase common shares of the Company with an exercise price of $0.40 per common share and expiring on May 11, 2025. These stock options vest over one year.

 

On May 26, 2020, the Company granted 100,000 stock options to an executive to purchase common shares of the Company with an exercise price of $0.40 per common share and expiring on May 25, 2025. These stock options vest over three years.

 

On January 16, 2019, the Company granted 150,000 stock options to employees to purchase common shares of the Company with an exercise price of $0.78 per common share and expiring on January 16, 2024. These stock options vest after meeting certain performance criteria, they are expected to vest in 2019.

 

On January 17, 2019, the Company granted 500,000 stock options to two directors to purchase common shares of the Company with an exercise price of $0.80 per common share and expiring on January 17, 2024. These stock options vest over three years.

 

During the six months ended June 30, 2020, the Company recognized $121,622 (2019 - $309,737) on the grant and vesting of options to directors, consultants and employees. The grant date fair value per option was calculated using the Black-Scholes model with the following weighted average assumptions:

 

   June 30, 2020  Dec 31, 2019
       
Fair value at grant date  $0.10   $0.29 
Risk-free interest rate   0.35%   1.64%
Expected life of options   5 years    5 years 
Annual dividend rate   0%   0%
Annualized volatility   71%   67%
Forfeiture rate   13%   8%

 

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Grande West Transportation Group Inc.

Notes to the Interim Condensed Consolidated Financial Statements
Three and six months ended June 30, 2020 and June 30, 2019
(Unaudited, expressed in Canadian Dollars)

 

8.SHARE CAPITAL (Continued)

 

The following tables summarize information about the Company’s stock options outstanding at June 30, 2020:

 

            Remaining   
   Options  Options  Exercise  Contractual   
   Outstanding  Exercisable  Price  Life (Years)  Expiry Date
         $      
                
 July 14, 2015    290,000    290,000    0.66    0.04   July 14, 2020
 October 13, 2015    250,000    250,000    0.70    0.29   October 13, 2020
 June 16, 2016    250,000    250,000    0.58    0.96   June 16, 2021
 September 6, 2016    95,000    95,000    0.50    1.19   September 6, 2021
 November 21,2016    130,000    130,000    1.44    1.39   November 21, 2021
 March 14, 2017    25,000    25,000    2.50    1.70   March 14, 2022
 April 26, 2018    250,000    166,667    1.45    2.82   April 26, 2023
 May 29, 2018    250,000    166,667    1.45    2.91   May 29, 2023
 January 16, 2019    150,000    150,000    0.78    3.55   January 16, 2024
 January 17, 2019    500,000    166,667    0.80    3.55   January 17, 2024
 April 26, 2019    100,000    33,333    0.56    3.82   April 26, 2024
 November 15, 2019    700,000    116,667    0.50    4.38   November 15, 2024
 November 28, 2019    150,000    150,000    0.52    4.42   November 28, 2024
 May 4, 2020    100,000        0.40    4.84   May 3, 2025
 May 12, 2020    50,000        0.40    4.87   May 11, 2025
 May 26, 2020    100,000    16,666    0.40    4.90   May 25, 2025
                          
 Total    3,390,000    2,006,667              

 

8.5Restricted Share Units

 

Pursuant to the Company’s Restricted Share Unit (“RSU”) Incentive Plan approved by the board of directors of the Company on June 8, 2015, restricted share units to acquire common shares of the Company may be granted to specified service providers of the Company in accordance with the terms and conditions of the plan.

 

Upon vesting, each RSU entitles the participant to receive one common share, provided that the participant is continuously employed with or providing services to the Company. RSUs track the value of the underlying common shares, but do not entitle the recipient to the underlying common shares until such RSUs vest, nor do they entitle a holder to exercise voting rights or any other rights attached to ownership or control of the common shares, until the RSU vests and the RSU participant receives common shares.

 

A summary of the Company’s RSUs are as follows:

 

   Number of RSUs
    
Outstanding, December 31, 2018    460,000 
Issued    290,000 
Forfeited    (130,000)
Vested    (520,000)
Outstanding, December 31, 2019    100,000 
Issued     
Forfeited     
Vested    (100,000)
Outstanding, June 30, 2020     

 

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Grande West Transportation Group Inc.

Notes to the Interim Condensed Consolidated Financial Statements
Three and six months ended June 30, 2020 and June 30, 2019
(Unaudited, expressed in Canadian Dollars)

 

8.SHARE CAPITAL (Continued)

 

On January 16, 2019 the Company issued 290,000 RSU’s to directors and officers of the Company that vest after meeting certain performance criteria. At June 30, 2020, there were nil RSUs outstanding (June 30, 2019 290,000). During the six months ended June 30, 2020, the Company recorded $nil (June 30, 2019 - $123,483) as stock-based compensation for the fair value of the RSUs issued.

 

8.6Deferred Share Units

 

Pursuant to the Company’s Deferred Share Unit (“DSU”) Incentive Plan approved by the board of directors of the Company on July 8, 2018, deferred share units to acquire common shares of the Company may be granted to specified board members of the Company in accordance with the terms and conditions of the plan.

 

Each DSU entitles the participant to receive one common share upon vesting, the DSUs vest on the board members separation date from the board of directors. DSUs track the value of the underlying common shares, but do not entitle the recipient to the underlying common shares until such DSUs vest, nor do they entitle a holder to exercise voting rights or any other rights attached to ownership or control of the common shares, until the DSU vests and the DSU participant receives common shares.

 

A summary of the Company’s DSUs are as follows:

 

  Number of DSUs
   
Outstanding, December 31, 2018
Issued 69,802
Outstanding, December 31, 2019 69,802
   
Issued 40,537
Outstanding, June 30, 2020 110,339

 

On January 1, 2020 the Company issued 40,537 DSUs to board members of the Company that vest upon the board members separation date from the board of directors.

 

On April 1, 2019 the Company issued 17,959 DSUs to board members of the Company that vest upon the board members separation date from the board of directors.

 

On July 1, 2019 the Company issued 24,163 DSUs to board members of the Company that vest upon the board members separation date from the board of directors.

 

On October 1, 2019 the Company issued 27,680 DSUs to board members of the Company that vest upon the board members separation date from the board of directors.

 

At June 30, 2020, there were 110,339 DSUs outstanding (June 30, 2019 17,959). During the six months ended June 30, 2020, the Company recorded $19,458 (June 30, 2019 - $12,930) as stock-based compensation for the fair value of the DSUs issued.

 

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Grande West Transportation Group Inc.

Notes to the Interim Condensed Consolidated Financial Statements
Three and six months ended June 30, 2020 and June 30, 2019
(Unaudited, expressed in Canadian Dollars)

 

9.RELATED PARTY BALANCES AND TRANSACTIONS

 

Key Management includes personnel having the authority and responsibility for planning, directing and controlling the Company and includes the directors and executive officers.

 

Expenses incurred to Key Management are:

 

    Six months ended   Six months ended
    June 30, 2020   June 30, 2019
    $   $
Salaries and benefits     500,422       831,613  
Directors’ fees     45,801       52,322  
Rent (a)     109,252        
Share-based compensation     134,498       416,315  
      789,973       1,300,250  

 

a)During the six months ended June 30, 2020 the Company paid $106,500 in rent to a company owned by a director. $109,252 was recognized as depreciation and interest expense on the lease.

 

During the six months ended June 30, 2019 rent in the amount $nil has been paid by the Company to a company with a common director and recognized as rent expense.

 

Balances with key management and other related parties are:

 

As at June 30, 2020, included in accounts payable are balances owing to a director and/or officer and/or companies controlled by officers of the Company in the amount of $66,003 (June 30, 2019 - $52,322).

 

All related party balances are non-interest bearing, unsecured and have no fixed terms of repayment and have been classified as current.

 

10.FINANCIAL INSTRUMENTS

 

Fair values

 

The Company’s financial instruments include cash and cash equivalents, restricted cash, trade and other receivables, accounts payable and accrued liabilities, credit facility, debt facilities and other long-term liabilities. The carrying amounts of these financial instruments are a reasonable estimate of their fair values because of their current nature and current market rates for similar financial instruments.

 

The following table summarizes the carrying values of the Company’s financial instruments:

 

   June 30, 2020  December 31, 2019
   $  $
Assets:          
Measured at amortized cost (i)   8,175,394    10,313,523 
           
Liabilities:          
Amortized cost (ii)   17,037,086    15,706,390 

 

(i)Cash, restricted cash and trade and other receivables

 

(ii)Accounts payable and accrued liabilities, credit facility, debt facilities and other long-term liabilities

 

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Grande West Transportation Group Inc.

Notes to the Interim Condensed Consolidated Financial Statements
Three and six months ended June 30, 2020 and June 30, 2019
(Unaudited, expressed in Canadian Dollars)

 

11.REVENUE

 

The Company’s revenue is summarized as follows:

 

   Six months ended  Six months ended
   June 30, 2020  June 30, 2019
   $  $
Bus sales (a)   10,667,362    15,553,475 
Other revenue:          
Spare part sales   1,786,541    1,663,753 
Operating lease revenue (b)   216,000    394,667 
           
Total revenue   12,669,903    17,611,895 

 

a)During the three months ended June 30, 2020, the Company received eight used buses as a trade-in for a sale to a customer. As a result of the non-monetary portion of this transaction, the Company recorded the eight used buses received at a fair value of $800,000 as revenue and inventory.

 

b)During the year ended December 31, 2018, the Company entered into an operating lease agreement with a customer for seven buses. Revenue of $216,000 (June 30, 2019 - $394,667) has been recognized in profit and loss during the six months ended June 30, 2020 related to this lease agreement.

 

12.COMMITMENTS

 

The Company entered into a production agreement with its manufacturer in China whereby the parties have agreed to a specified production volume. Future minimum payments to the manufacturer as at June 30, 2020 are as follows:

 

   $
Not later than one year   27,640,991 
Later than one year and no later than five years    
    27,640,991 

 

13.SEGMENT INFORMATION

 

Allocation of revenue to geographic areas is as follows:

 

   Six months ended  Six months ended
   June 30, 2020  June 30, 2019
   $  $
Canada          
Bus sales   8,421,947    11,962,149 
Spare part sales   1,695,609    1,554,146 
Operating lease revenue   216,000    394,667 
United States          
Bus sales   2,245,415    3,591,326 
Spare part sales   90,932    109,607 
Total   12,669,903    17,611,895 

 

During the six months ended June 30, 2020, the Company had bus sales of $5,953,309 and $2,245,415 to two customers representing 47% and 18% of total sales, respectively. During the six months ended June 30, 2019, the Company had bus sales of $5,353,989 and $3,591,326 to two customers representing 30% and 20% of total sales, respectively.

 

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