UNITED STATES
SECURITIES AND EXCHANGE COMMISSION,
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
For the transition period from [ ] to [ ]
Commission
file number
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Registrant’s
telephone number, including area code:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ YES ☒
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| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES ☐ NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | 1 | |
| ITEM 1. | FINANCIAL STATEMENTS | 1 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 2 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 10 |
| ITEM 4. | CONTROLS AND PROCEDURES | 10 |
| PART II – OTHER INFORMATION | 12 | |
| ITEM 1. | LEGAL PROCEEDINGS | 12 |
| ITEM 1A. | RISK FACTORS | 12 |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES | 12 |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 12 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 12 |
| ITEM 5. | OTHER INFORMATION | 12 |
| ITEM 6. | EXHIBITS | 12 |
i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited condensed consolidated interim financial statements for the six months ended September 30, 2024 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.
1
PACIFIC GREEN TECHNOLOGIES INC.
Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
F-1
PACIFIC GREEN TECHNOLOGIES INC.
Condensed Consolidated Interim Balance Sheets
(Unaudited)
(Expressed in U.S. dollars)
| September 30, 2024 $000 |
March 31, 2024 $000 |
|||||||
| ASSETS | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivable, net of allowance for credit losses of $ |
||||||||
| Other receivables, net of allowance for credit losses of $ |
||||||||
| Accrued revenue (Note 8) | ||||||||
| Due from related parties (Note 11) | ||||||||
| Prepaid expenses, parts inventory, and advances | ||||||||
| Prepaid manufacturing costs (Note 8) | ||||||||
| Projects under development (Note 3) | ||||||||
| Loan receivable (Note 4) | ||||||||
| Total current assets | ||||||||
| Projects under development (Note 3) | ||||||||
| Property and equipment (Note 5) | ||||||||
| Intangible assets (Note 6) | ||||||||
| Right of use assets | ||||||||
| Deferred tax assets | ||||||||
| Investment and other advances | ||||||||
| Total assets | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities (Note 9) | ||||||||
| Warranty provision | ||||||||
| Contract liabilities (Note 8) | ||||||||
| Loans payable (Note 10) | ||||||||
| Current portion of lease obligations | ||||||||
| Interest payable (Note 10) | ||||||||
| Due to related parties (Note 11) | ||||||||
| Income taxes payable | ||||||||
| Total current liabilities | ||||||||
| Deferred tax liabilities | ||||||||
| Long-term operating lease obligations | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity | ||||||||
| Common stock, |
||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Deficit | ( |
) | ( |
) | ||||
| Total stockholders’ (deficit) equity | ( |
) | ||||||
| Noncontrolling interest (Note 7) | ||||||||
| Total equity | ( |
) | ||||||
| Total liabilities and stockholders’ equity | ||||||||
(The accompanying notes are an integral part of these condensed consolidated interim financial statements)
F-2
PACIFIC GREEN TECHNOLOGIES INC.
Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
(Expressed in U.S. dollars)
| Three Months Ended September 30, 2024 $000 | Three Months Ended September 30, 2023 $000 | Six Months Ended September 30, 2024 $000 | Six Months Ended September 30, 2023 $000 | |||||||||||||
| Sales (Note 8) | ||||||||||||||||
| Products | ||||||||||||||||
| Services | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Cost of goods sold (Note 8) | ||||||||||||||||
| Products | ||||||||||||||||
| Services | ||||||||||||||||
| Total cost of goods sold | ||||||||||||||||
| Gross (loss) profit | ( | ) | ( | ) | ( | ) | ||||||||||
| Gain on de-recognition of BESS project subsidiaries | ||||||||||||||||
| Expenses | ||||||||||||||||
| Advertising and promotion | ||||||||||||||||
| Amortization of intangible assets (Note 6) | ||||||||||||||||
| Bad debts expense | ||||||||||||||||
| Depreciation (Note 5) | ||||||||||||||||
| Foreign exchange loss | ||||||||||||||||
| Loss on sale of PPE | ||||||||||||||||
| Management and technical consulting (Note 11) | ||||||||||||||||
| Office and miscellaneous | ||||||||||||||||
| Operating lease expense | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Research and development | ||||||||||||||||
| Salaries and wage expenses | ||||||||||||||||
| Transfer agent and filing fees | ||||||||||||||||
| Travel and accommodation | ||||||||||||||||
| Warranty and related (recovery) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total expenses | ||||||||||||||||
| Operating (loss) income | ( | ) | ( | ) | ( | ) | ||||||||||
| Other (expenses) income | ||||||||||||||||
| Financing interest income | ||||||||||||||||
| Change in fair value of derivatives | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other (expenses) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| (Loss) income before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax benefit (charge) (Note 15) | ( | ) | ||||||||||||||
| Net (loss) for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Share of (loss) income attributable to noncontrolling interests | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net (loss) profit attributable to PGTK | ( | ) | ( | ) | ( | ) | ||||||||||
| Other comprehensive income | ||||||||||||||||
| Foreign currency translation gain | ||||||||||||||||
| Comprehensive (loss) income for the period | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income per share, basic and diluted ($) | ( | ) | ( | ) | ( | ) | ||||||||||
| Weighted average number of common shares outstanding, basic (1) | ||||||||||||||||
| Weighted average number of dilutive shares outstanding, diluted | ||||||||||||||||
| (1) |
(The accompanying notes are an integral part of these condensed consolidated interim financial statements)
F-3
PACIFIC GREEN TECHNOLOGIES INC.
Condensed Consolidated Interim Statements of Stockholders Equity
(Unaudited)
(Expressed in U.S. dollars)
| Common Stock | Additional Paid in | Accumulated Other Comprehensive | Treasury | Noncontrolling | Shareholder’s | |||||||||||||||||||||||||||
| Shares | Amount | Capital | Income | Stock | Interest | Deficit | Equity | |||||||||||||||||||||||||
| # | $000 | $000 | $000 | $000 | $000 | $000 | $000 | |||||||||||||||||||||||||
| Balance, March 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Shares issued for executive bonuses | ||||||||||||||||||||||||||||||||
| Cancellation of treasury stock | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Elimination of noncontrolling interest on disposal | – | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Noncontrolling interest share of P&L | – | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Transfer | – | ( | ) | |||||||||||||||||||||||||||||
| Foreign exchange translation loss | – | |||||||||||||||||||||||||||||||
| Recycle of foreign exchange translation reserve on disposal | – | |||||||||||||||||||||||||||||||
| Net profit for the period | – | |||||||||||||||||||||||||||||||
| Balance, June 30, 2023 | ( | ) | ( | |||||||||||||||||||||||||||||
| Shares issued for employee services | ||||||||||||||||||||||||||||||||
| Fair value of options granted | – | |||||||||||||||||||||||||||||||
| Noncontrolling interest | – | |||||||||||||||||||||||||||||||
| Foreign exchange translation gain | – | |||||||||||||||||||||||||||||||
| Net loss for the period | – | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance September 30, 2023 | ( | ) | ||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | ( | ) | ||||||||||||||||||||||||||||||
| Shares issued for executive bonuses | ( | ) | – | |||||||||||||||||||||||||||||
| Share-based compensation | – | |||||||||||||||||||||||||||||||
| Noncontrolling interest share of P&L (Note 7) | – | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Foreign exchange translation gain | – | |||||||||||||||||||||||||||||||
| Net loss for the period | – | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance June 30, 2024 | ( | ) | ||||||||||||||||||||||||||||||
| Share-based compensation | – | |||||||||||||||||||||||||||||||
| Noncontrolling interest share of P&L (Note 7) | – | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Foreign exchange translation gain | – | |||||||||||||||||||||||||||||||
| Net loss for the period | – | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance September 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
(The accompanying notes are an integral part of these condensed consolidated interim financial statements)
F-4
PACIFIC GREEN TECHNOLOGIES INC.
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited)
(Expressed in U.S. dollars)
| Six Months Ended September 30, 2024 | Six Months Ended September 30, 2023 | |||||||
| $000 | $000 | |||||||
| Operating Activities | ||||||||
| Net (loss) for the period | ( | ) | ( | ) | ||||
| Adjustments to reconcile net (loss) to net cash used in operating activities: | ||||||||
| Amortization of intangible assets - expenses (Note 6) | ||||||||
| Amortization of intangible assets - COGS (Note 6) | ||||||||
| Bad debt expense | ||||||||
| Warranty (recovery) | ( | ) | ||||||
| Finance interest on loans | ||||||||
| Depreciation (Note 5) | ||||||||
| Operating lease expense | ||||||||
| Loss on unrealized foreign exchange | ( | ) | ( | ) | ||||
| Net deferred income tax asset/liabilities | ( | ) | ||||||
| Change in fair value of derivatives | ( | ) | ||||||
| Share of noncontrolling interest | ||||||||
| Net P&L gain on disposal of BEP1 & REP | ( | ) | ( | ) | ||||
| Share-based compensation | ||||||||
| Other adjustments relating to disposal of subsidiary | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Short-term investments and amounts held in trust | ||||||||
| Accounts receivable and other receivables | ( | ) | ( | ) | ||||
| Accrued revenue | ||||||||
| Due from related parties | ||||||||
| Prepaid expenses and parts inventory | ( | ) | ||||||
| Prepaid manufacturing costs | ( | ) | ||||||
| Investment and other advances | ( | ) | ( | ) | ||||
| Lease payments | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ||||||||
| Income taxes payable | ||||||||
| Warranty provision | ( | ) | ( | ) | ||||
| Contract liabilities | ||||||||
| Due to related parties | ( | ) | ||||||
| Net cash (used in) operating activities | ( | ) | ( | ) | ||||
| Investing Activities: | ||||||||
| Purchase of property and equipment, net of sales | ( | ) | ( | ) | ||||
| Investments advances of BESS Italy SPVs | ( | ) | ||||||
| Projects under development | ( | ) | ( | ) | ||||
| Proceeds from sale and leaseback | ||||||||
| Net proceeds from sale of BEP1 & REP (2023: net of cash disposed of $ | ||||||||
| Acquisition of BESS Italy SPV’s | ( | ) | ||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| Financing Activities | ||||||||
| Interest paid on debt | ( | ) | ( | ) | ||||
| Principal payments on debt | ( | ) | ||||||
| Proceeds from issuance of debt | ||||||||
| Proceeds from related party debt | – | |||||||
| Long term obligations – disposal of debt through sale of assets | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign exchange rate changes on cash | ||||||||
| Change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | ||||||||
| Cash and cash equivalents comprises: | ||||||||
| Cash and cash equivalents | ||||||||
(The accompanying notes are an integral part of these condensed consolidated interim financial statements)
F-5
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 1. | Nature of Operations |
Pacific Green Technologies Inc. (the “Company”) was incorporated in the state of Delaware, USA on
Pacific Green Technologies Inc is a leading international developer of utility scale battery energy storage systems (BESS) and other environmental technologies solutions.
The condensed consolidated interim financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024. These condensed consolidated interim financial statements do not include all the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, the accompanying condensed consolidated interim financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.
The preparation of these condensed consolidated interim financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.
The condensed consolidated interim financial statements have been prepared on a going concern basis. The assessment of liquidity and going concern requires the Company to make judgments about its ability to meet its obligations as they fall due for at least one year after the date that the condensed consolidated interim financial statements are issued. The directors have reviewed a fiscal year 2026 budget extended through twelve months from the date the condensed consolidated interim financial statements are issued, based on management’s operating plan and anticipated financing arrangements.
In
order for the Company to meet its ongoing obligations including repayment of short-term debt of principal $
Whilst the funding has not yet been secured, the Company is confident that it will be successful, based on:
| ● | Existing loan relationship with one of the prospective lenders, supportive of the Company’s growth plans. |
| ● | Positive interest in the loan facility from prospective lenders. |
| ● | An independent study confirming the current value of the Australian BESS project pipeline sufficient to act at as loan security. |
The Company also notes that Limestone Coast West BESS project does not yet have any firm sale offers. This project is currently budgeted to be sold in the second half of fiscal year 2026, and is a major component of overall cash receipts through twelve months from the date the condensed consolidated interim financial statements are issued. The lack of firm offers indicates the existence of an event that may cause substantial doubt on their ability to continue as a going concern.
Management are confident of completing this sale effectively and timely, based on:
| ● | Recent success in the sale of Limestone North project. |
| ● | Interest has already received from prospective buyers. |
| ● | The project has secured a fixed price 7-year offtake agreement for |
The directors have also reviewed possible downside scenarios to test the Company’s liquidity in the event of adverse circumstances.
Based on the above, the Directors have concluded that the Company remains a going concern and these condensed consolidated interim financial statements have therefore been prepared on the going concern basis.
F-6
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 2. | Significant Accounting Policies |
| (a) | Basis of Presentation |
These
condensed consolidated interim financial statements and related notes are presented in accordance with accounting principles generally
accepted in the United States of America and are expressed in U.S. dollars. The following accounting policies are consistently applied
in the preparation of the condensed consolidated interim financial statements.
| Pacific Green Marine Technologies Inc. (“PGMT US”) | ||
| Pacific Green Technologies (Canada) Inc. (“PGT Can”) | ||
| Pacific Green Technologies (UK) Ltd. (“PGTU”) | ||
| Pacific Green Energy Storage (UK) Ltd. (“PGESU”) | ||
| Pacific Green Solar Technologies Inc. (“PGST”) | ||
| Pacific Green Technologies Asia Ltd.(“PGTA”) | ||
| Pacific Green Technologies Engineering Services Limited (“PGTESL”) | ||
| Pacific Green Technologies International Ltd. (“PGTIL”) | ||
| Pacific Green Energy Parks Inc. (“PGEP”) | ||
| Pacific Green Energy Storage Technologies Inc. (“PGEST”) | ||
| Pacific Green Technologies (Middle East) Holdings Ltd. (“PGTME”) | ||
| Pacific Green Marine Technologies Group Inc. (“PGMG”) | ||
| Pacific Green Technologies (Australia) Pty Ltd. (“PGTAPL”) | ||
| Pacific Green Innoergy Technologies Ltd. (“Innoergy”) | ||
| Pacific Green Technologies Arabia LLC (“PGTAL”) | ||
| Pacific Green Energy Parks (UK) Ltd (“PGEPU”) | ||
| Pacific Green Portland West Pty Ltd (“PGPW”) | ||
| Pacific Green Portland East Pty Ltd (“PGPE”) | ||
| Pacific Green Energy Park Portland Pty Ltd (“PGEPP”) | ||
| Pacific Green Energy Parks Australia Pty Ltd (“PGEPA”) | ||
| Pacific Green Energy Park Limestone Coast North Pty Ltd (“PGEPLCN”) | ||
| Pacific Green Energy Park Limestone Coast West Pty Ltd (“PGEPLCW”) | ||
| Pacific Green Limestone Coast Pty Ltd (“PGLC”) | ||
| Pacific Green Energy Parks (Italia) S.r.l. (“PGEPI”) | ||
| Sphera Australe S.r.l. (“SASRL”) | ||
| Sphera Boreale S.r.l. (“SBSRL”) | ||
| Sphera Levente S.r.l. (“SLSRL”) | ||
| Sphera Ponente S.r.l. (“SPSRL”) | ||
| Pacific Green Future Energy Inc (“PGFE”) | ||
| Pacific Green Portland North Pty Ltd (“PGPN”) | ||
| Pacific Green Portland Northeast Pty Ltd (“PGPNE”) | ||
| Pacific Green Rocky Creek Pty Ltd (“PGRC”) | ||
| Pacific Green Energy Park Limestone Coast North Trust (“PGEPLCNT”) | ||
| Pacific Green Energy Park Limestone Coast West Trust (“PGEPLCWT”) | ||
| Pacific Green Energy Park Cascade Trust (“PGEPCT”) | ||
| Pacific Green Energy Park Cascade Pty Ltd (“PGEPC”) | ||
| Pacific Green Energy Park Portland West Pty Ltd. (“PGEPPW”) | ||
| Pacific Green Energy Park Limestone Coast North FinanceCo Pty Ltd (“PGEPLCNFCo”) | ||
| Pacific Green Limestone Coast North Energy Park Pty Ltd (“PGLCNEP”) | ||
| Pacific Green Technologies (Shanghai) Co. Ltd. (“Engin”) | ||
| Guangdong Northeast Power Engineering Design Co. Ltd. (“GNPE”) |
All inter-company balances and transactions have been eliminated upon consolidation.
F-7
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 2. | Significant Accounting Policies (continued) |
| (b) | Segment Reporting |
The Company now operates in multiple
business segments, and its reportable segments are based on the internal management structure used by the Company’s Chief Operating
Decision Maker (CODM) to assess performance and allocate resources. Effective April 1, 2024, the Company realigned its reportable segments
to better align with its business strategy and operational structure. As a result, the Company now reports results in the following segments:
Battery Energy Storage Systems ("BESS") and Environmental Technologies. Previously, the CODM reviewed consolidated results when
making decisions about allocating resources and assessing the performance of the Company as a whole and hence, the Company had only
The change reflects how the CODM now evaluates segment performance and allocates resources. Prior period segment information has been restated to reflect the new segment structure. The measurement of segment profit or loss and total assets for each segment is consistent with the Company’s internal management reports used by the CODM. For further information, see Note 14.
Segment information is presented in accordance with the Company’s internal accounting policies, which are consistent with those used in the preparation of the consolidated financial statements.
| (c) | Recent Accounting Pronouncements |
In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. The ASU requires more details about the company’s business segments. This includes breaking down significant expenses for each segment and disclosing a new line item for “other segment items” to explain remaining profit or loss components. The Company also has more flexibility to disclose additional measures of segment profitability used internally. Finally, the ASU expands the current interim disclosure requirements to require that nearly all of the annual numerical segment disclosures also be made on an interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after 15 December 2024. The Company is currently assessing the impact of the adoption of this ASU on its Consolidated Financial Statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this Update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. These amendments are effective for annual periods beginning after December 15, 2024. The Company is currently assessing the impact of the adoption of this ASU on its Consolidated Financial Statements. The Company is currently assessing the impact of the adoption of this ASU on its Consolidated Financial Statements.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its condensed consolidated interim financial statements and management does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| 3. | Projects Under Development |
| September
30, 2024 $000 | March
31, 2024 $000 | |||||||
| BESS Project – Limestone Coast, Australia | ||||||||
| BESS Project – Portland, Australia | ||||||||
| BESS Project – Rotello A and Rotello B, Italy | ||||||||
| BESS Project – Parma, Italy | ||||||||
| BESS Project – Bisaccia, Italy | ||||||||
| BESS Project – Andretta, Italy | ||||||||
| BESS Project – Other Australian Projects | ||||||||
| Fuel Oil Water Emulsification (FOWE) development | ||||||||
| Total | ||||||||
| Current portion | ||||||||
| Non-current portion | ||||||||
F-8
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 3. | Projects Under Development (continued) |
Portland Energy Park, a 1 GW/ 1.5 GWh new grid-scale battery project to be developed in Victoria, Australia and is planned to be the largest Battery Energy Storage System in Australia. The energy park will deliver a major increase in energy storage capacity in Victoria, strengthening the region’s energy stability and supporting its net-zero transition. Once operational, the energy park will provide critical support for existing and proposed renewable energy projects within the Southwest Renewable Energy Zone (as designated by the Australian Energy Market Operator and the Victorian Government), and heavy electricity users and energy generation facilities in this area.
Limestone Coast Energy Park, located in regional South East Australia, comprising two grid-scale co-located battery assets – Limestone Coast North and Limestone Coast West, combined 500 MW / 1.0 GWh. The projects will enhance the state’s energy stability and support its transition to net-zero emissions. Strategically located near the 275kV South East Substation, the facilities will aid stabilizing the grid and lowering energy costs. The parks will store up to
The
Company owns a
| ● | Rotello A and Rotello B, two 100MW BESS development projects in Molise, Italy |
| ● | Bisaccia, a 100MW BESS development project in Campania, Italy |
| ● | Andretta, a 100MW BESS development project in Campania, Italy |
| ● | Parma, a 100MW BESS development project in Emilia Romagna, Italy |
The Company has entered into development service agreements in relation to the five Italian projects with Sphera Energy S.r.l which have the following costs:
| ● | € |
| ● | € |
These projects are held by the following four entities in Italy: Sphera Australe S.r.l., Sphera Boreale S.r.l., Sphera Levente S.r.l. and Sphera Ponente S.r.l. and as noted within the Company’s financial statements for the year ended March 31, 3024, we have determined they are Variable Interest Entities (VIEs). The material assets within each entity are the Project under development assets as listed above which have been funded through intercompany liabilities provided by wholly owned subsidiaries of the Company.
The
Company has also agreed to acquire the remaining
The Company holds five options in Italy to either purchase or enter into long term leases in relation to land associated with each of the five projects. The Company also holds eight options in Australia to either purchase or enter into long term leases in relation to land associated with the Portland, Limestone Coast and two other project in Australia. At September 30, 2024 none of the options have been exercised.
F-9
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 4. | Loan Receivable |
| September
30, 2024 $000 | March
31, 2024 $000 | |||||||
| BESS Projects – Poland | ||||||||
On 25 January 2024, Pacific Green Energy Parks (UK) Limited, a wholly owned subsidiary of the Company signed two secured loan agreements under English law with two third party borrowers to provide $
Both borrowers are special purpose vehicle companies incorporated in
Poland with the same parent company who acts as guarantor. Both loans are identical, except for the borrowers’ names and the amount
borrowed. The loans do not bear interest but instead have a “Repayment Premium” being
| 5. | Property and Equipment |
| Cost $000 | Accumulated depreciation $000 | September 30, 2024 Net carrying value $000 | March 31, 2024 Net carrying value $000 | |||||||||||||
| Building | ( | ) | ||||||||||||||
| Furniture and equipment | ( | ) | ||||||||||||||
| Computer equipment | ( | ) | ||||||||||||||
| Total | ( | ) | ||||||||||||||
The Company recorded $
F-10
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 6. | Intangible Assets |
| Cost
$000 | Accumulated amortization $000 | Cumulative impairment $000 | September
30, 2024 Net carrying value $000 | March
31, 2024 Net carrying value $000 | ||||||||||||||||
| Patents and technical information | ( | ) | ( | ) | ||||||||||||||||
| Software licensing | ( | ) | ||||||||||||||||||
| Total | ( | ) | ( | ) | ||||||||||||||||
The
Company recorded $
The
Company has allocated $
Future amortization of intangible assets is as follows:
| Fiscal year | $000 | |||
| 2025 (remaining) | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total |
F-11
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 7. | Noncontrolling Interest |
On
December 2, 2020, the Company signed a Joint-Venture Agreement with Amr Khashoggi Trading Company Limited (“Amkest Group”)
to incorporate a company in the Kingdom of Saudi Arabia for the sale of Pacific Green’s environmental technologies within the region.
The Company holds
On
September 27, 2023, the Company purchased
Details of the carrying amount of the noncontrolling interests are as follows:
| September
30, 2024 $000 | March
31, 2024 $000 | |||||||
| Noncontrolling interest attributable to BESS - Italy | ||||||||
| Noncontrolling interest attributable to Saudi Arabia | ( | ) | ( | ) | ||||
| Non-controlling interest(1) | ||||||||
| (1) |
| 8. | Sales, Prepaid Manufacturing Costs, Cost of Goods Sold, and Contract Liabilities |
The Company derives revenue from the sale of products and delivery of services. Revenue disaggregated by type for the three and six months ended September 30, 2024 and September 30, 2023 is as follows:
| Three
Months Ended September 2024, $000 | Three
Months Ended September 2023, $000 | Six
Months Ended September 2024, $000 | Six
Months Ended September 2023, $000 | |||||||||||||
| Products | ||||||||||||||||
| Services | ||||||||||||||||
| Total | ||||||||||||||||
Revenue from services includes services provided under BESS construction management agreements (“CMA”) and management service agreements (“MSA”), specific services provided to marine scrubber systems as well as design and engineering services for Concentrated Solar Power (CSP). Contracts for specific services provided to marine scrubber systems represent maintenance services which are recognized at a point in time when services are completed. Contracts for CSP include design and engineering services provided to clients which are recognized over time as the service is completed. Contracts for services provided under BESS construction management agreements is recognized over time as the service is provided.
Service revenue by type for the three and six months ended September 30, 2024 and September 30, 2023 is as follows:
| Three
Months Ended September 2024, $000 | Three
Months Ended September 2023, $000 | Six
Months Ended September 2024, $000 | Six
Months Ended September 2023, $000 | |||||||||||||
| Specific services provided to marine scrubber systems | ||||||||||||||||
| BESS CMA and MSA | ||||||||||||||||
| Design and engineering services for CSP | ||||||||||||||||
F-12
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 8. | Sales, Prepaid Manufacturing Costs, Cost of Goods Sold, and Contract Liabilities (continued) |
The Company has analyzed its sales contracts under ASC 606 and has identified that the percentage of completion of the contract often is not directly correlated with contractual payment terms with customers. As a result of the timing differences between customer payments and percentage of completion of the contract, contractual assets and contractual liabilities have been recognized.
As
of September 30, 2024, contract liabilities included $
Changes in the Company’s accrued revenue, prepaid manufacturing costs, and contract liabilities for the period are noted as below:
| Accrued Revenue $000 | Prepaid Manufacturing Costs $000 | Sales (Cost of Goods Sold) $000 | Contract Liabilities $000 | |||||||||||||
| Balance, March 31, 2023 | ( | ) | ||||||||||||||
| Customer receipts and receivables | ( | ) | ||||||||||||||
| Scrubber sales recognized in revenue | ||||||||||||||||
| Payments and accruals under contracts | ( | ) | ||||||||||||||
| Cost of goods sold recognized in earnings | ( | ) | ( | ) | ||||||||||||
| Balance, September 30, 2023 | ( | ) | ||||||||||||||
| Balance, March 31, 2024 | ( | ) | ||||||||||||||
| Customer receipts and receivables | ( | ) | ||||||||||||||
| Scrubber and FOWE sales recognized in revenue | ||||||||||||||||
| BESS CMA and MSA recognized in revenue | ||||||||||||||||
| Payments and accruals under contracts | ( | ) | ||||||||||||||
| Scrubber and FOWE cost of goods sold recognized in earnings | ( | ) | ( | ) | ||||||||||||
| BESS CMA and MSA cost of sales recognized in earnings | ( | ) | ||||||||||||||
| Balance, September 30, 2024 | ( | ) | ||||||||||||||
Cost of goods sold for the six months ended September 30, 2024 and September 30, 2023 is comprised as follows:
| Three
Months Ended September 2024, $000 | Three
Months Ended September 2023, $000 | Six
Months Ended September 2024, $000 | Six
Months Ended September 2023, $000 | |||||||||||||
| BESS CMA and MSA – cost of sales | ||||||||||||||||
| Specific services provided to marine scrubber systems | ||||||||||||||||
| Scrubber costs recognized / (accrual reduction) | – | ( | ) | |||||||||||||
| Amortization of intangibles | ||||||||||||||||
| FOWE cost of goods sold | – | |||||||||||||||
| Salaries and Wages | ||||||||||||||||
| Design and engineering services for CSP | ||||||||||||||||
| Commission type costs | ||||||||||||||||
| Total | ||||||||||||||||
F-13
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 9. |
| September
30, 2024 $000 | March
31, 2024 $000 | |||||||
| Accounts payable | ||||||||
| Accrued liabilities | ||||||||
| UK VAT payable | ||||||||
| Other liabilities | ||||||||
| Employee related liabilities | ||||||||
| Total accounts payable and accrued liabilities | ||||||||
Included
within accounts payable is a balance of AUD
| 10. | Loans Payable and Interest Payable |
| September
30, 2024 $000 | March
31, 2024 $000 | |||||||
| Loans payable – BESS project finance (1) | ||||||||
| Short-term loans (2) (3) | ||||||||
| Other short-term borrowings (4) | ||||||||
| Total | ||||||||
| Interest payable (5) | ||||||||
| (1) | On August 15, 2024, Pacific Green Technologies (Australia) Limited (“PGTA”), a wholly owned subsidiary of the Company, entered into a AUD
The loan is secured against PGTA’s direct or indirect shareholdings in the Company’s Australian BESS projects. The Company has also provided the lender a guarantee in the event of default.
This loan was refinanced in December 2024 with an effective date of February 26, 2025. Refer to Note 16 for further details. |
| (2) | Pacific Green Energy Parks (UK) Limited, a wholly owned subsidiary of the Company, entered into four separate loan agreements with a group of independent third party lenders for a total £900,000 between May 15 and May 28, 2024. The Company also entered into a loan agreement with an independent third-party lender in the same group for $
Should the Company default on the loan(s), the lender(s) can elect to convert up to
Between November 2024 and January 2025, certain loans were refinanced and certain loans were repaid. Refer to Note 16 for further details. |
F-14
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 10. | Loans Payable and Interest Payable (continued) |
| (3) | The Company entered into five separate loan agreements between August 12, 2024 and September 24, 2024 with four third-party lenders and one related party as follows: |
| ● | The related party loan was agreed on August 13, 2024 with Shead Group Pty Ltd, an entity controlled by Alex Shead, for the Company to borrow AUD 200,000. | |
| ● | The other loans with independent third parties were for a total AUD 750,000 and GBP 75,000. |
The loans all incur a fixed
| (4) |
| (5) |
F-15
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 11. | Related Party Transactions |
The table below presents a summary of transactions with related parties for six months ended September 30, 2024.
| ($000) | Salaries and Wages | Consulting | Other Benefits | Commission | Directors Fees | Cash Bonus | Reimbursed Expenses (9) |
Director Loans | Total | |||||||||||||||||||||||||||
| Transaction with related parties | ||||||||||||||||||||||||||||||||||||
| Scott Poulter | (1) | (2) | (2) | |||||||||||||||||||||||||||||||||
| Scott Poulter – Immediate Family | (3) | |||||||||||||||||||||||||||||||||||
| Other Directors | (4) | (5) | (6) | |||||||||||||||||||||||||||||||||
| Other Management | (7) | (8) | ||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||
| Due to related parties | ||||||||||||||||||||||||||||||||||||
| Scott Poulter | (10) | |||||||||||||||||||||||||||||||||||
| Other Directors | (6) | |||||||||||||||||||||||||||||||||||
| Other Management | ||||||||||||||||||||||||||||||||||||
| Total |
| (1) | Consulting fees of $
From April 1, 2024, Fresh Air Holdings Limited (“FAHL”) provided consulting services to the Company of $ |
| (2) |
| (3) |
F-16
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 11. | Related Party Transactions (continued) |
| (4) |
| (5) |
| (6) |
| (7) |
| (8) |
| (9) |
| (10) |
F-17
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 11. | Related Party Transactions (continued) |
The above reconciles to the Income Statement as follows:
Six Months Ended September 30, | ||||
| Consulting | ||||
| Directors Fees | ||||
| Consulting fees capitalized under project under development | ( | ) | ||
| Management and technical consulting – related parties | ||||
| Management and technical consulting – nonrelated parties | ||||
| Total Management and technical consulting | ||||
| 12. | Common Stock |
Common stock issued during the year ended March 31, 2024
On
October 16, 2023, the board of directors approved a performance-related bonus for Scott Poulter, Chief Executive Officer in relation
to the commitment to the Sheaf project, which comprises
F-18
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 13. | Stock Options |
The following table summarizes the continuity of stock options:
| Number of options | Weighted average exercise price ($) | Weighted average remaining contractual life (years) | Aggregate intrinsic value $ | |||||||||||||
| Balance, March 31, 2023 | (*) | |||||||||||||||
| Granted | ||||||||||||||||
| Exercised | – | |||||||||||||||
| Forfeited | ( | ) | – | |||||||||||||
| Balance, March 31, 2024 | (*) | |||||||||||||||
| Granted | ||||||||||||||||
| Exercised | – | |||||||||||||||
| Forfeited | ( | ) | – | |||||||||||||
| Balance, September 30, 2024 | * | |||||||||||||||
| Balance, September 30, 2024, vested and exercisable | ||||||||||||||||
| (*) |
Additional information regarding stock options outstanding as at September 30, 2024 is as follows:
| Issued and Outstanding | ||||||||||
| Number of shares | remaining contractual life (years) | Exercise price $ | ||||||||
Unless otherwise noted, the Company estimates the fair value of its stock options using the Black-Scholes option pricing model, assuming no expected dividends.
The
fair value of stock options vested and recognized during the three months and six months ended September 30, 2024 was $
F-19
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 14. | Segmented Information and Geographic Data |
| (a) | Segment Information |
As of April 1 2024, the Company has identified the following reportable segments:
| ● | Battery Energy Storage Systems ("BESS") – The Company is focused on early stage development of utility scale BESS facilities, combining our technology, development and project financing expertise, and using our global presence and strong relationships with trusted supply chain partners, to de-risk project execution. Our local presence and strategic relationships in China gives us access to the best technologies and manufacturing capabilities, whilst our project delivery experience in Europe and Australia enable us deliver industry leading projects at scale and speed. |
| ● | Environmental Technologies ("ET") – The Company continues to operate in the Emission Control Systems (“ECS”) market, installing and servicing marine exhaust scrubbers. We maintain our own global product patents and intellectual property for these market leading environmental technologies. Environmental Technologies also includes design, development and engineering services for Concentrated Solar Power (“CSP”) projects in China. |
The segment profit or loss measure used by the Company’s chief operating decision maker ("CODM") is gross profit and evaluated based on internal reports provided to the CODM. Our CODM has been identified as the Chief Executive Officer.
The prior-period amounts have been restated to conform with the new presentation.
| Three Months Ended September 30, 2024 | Six Months Ended September 30, 2024 | |||||||||||||||||||||||
| BESS $000 | ET $000 | Total $000 | BESS $000 | ET $000 | Total $000 | |||||||||||||||||||
| Revenues | ||||||||||||||||||||||||
| Cost of goods sold | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Segment gross profit (loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Reconciliation of profit or loss | ||||||||||||||||||||||||
| Segment gross profit (loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Gain on de-recognition of BESS project subsidiaries | ||||||||||||||||||||||||
| Unallocated amounts: | ||||||||||||||||||||||||
| Total expenses | ( | ) | ( | ) | ||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ||||||||||||||||||||
| Three Months Ended September 30, 2023 | Six Months Ended September 30, 2023 | |||||||||||||||||||||||
| BESS $000 | ET $000 | Total $000 | BESS $000 | ET $000 | Total $000 | |||||||||||||||||||
| Revenues | ||||||||||||||||||||||||
| Cost of goods sold | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Segment gross (loss) profit | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Reconciliation of profit or loss | ||||||||||||||||||||||||
| Segment gross (loss) profit | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Gain on de-recognition of BESS project subsidiaries | ||||||||||||||||||||||||
| Unallocated amounts: | ||||||||||||||||||||||||
| Total expenses | ( | ) | ( | ) | ||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||||||||||
| Total other (expense) income excluding interest expense | ||||||||||||||||||||||||
| (Loss) income before income taxes | ( | ) | ||||||||||||||||||||||
F-20
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 14. | Segmented Information and Geographic Data (continued) |
Total segment long-live assets reconciled to consolidated amounts are as follows:
| September 30, 2024 | ||||||||||||||||
| BESS $000 | ET $000 | Unallocated $000 | Total $000 | |||||||||||||
| Property and equipment | ||||||||||||||||
| Intangible assets | ||||||||||||||||
| Projects under development | ||||||||||||||||
| Right of use assets | ||||||||||||||||
| Total | ||||||||||||||||
| March 31, 2024 | ||||||||||||||||
| BESS $000 | ET $000 | Unallocated $000 | Total $000 | |||||||||||||
| Property and equipment | ||||||||||||||||
| Intangible assets | ||||||||||||||||
| Projects under development | ||||||||||||||||
| Right of use assets | ||||||||||||||||
| Total | ||||||||||||||||
| (b) | Geographic Data |
The following tables show revenue and long-lived assets by geography:
| Three Months Ended September 30, 2024 $ | Three Months Ended September 30, 2023 $ | Six Months Ended September 30, 2024 $ | Six Months Ended September 30, 2023 $ | |||||||||||||
| Total revenues | ||||||||||||||||
| North America | ||||||||||||||||
| Europe | ||||||||||||||||
| Asia | ||||||||||||||||
| Total | ||||||||||||||||
| September 30, 2024 $000 | March 31, 2024 $000 | |||||||
| Long-lived assets | ||||||||
| North America | ||||||||
| Europe | ||||||||
| Asia | ||||||||
| Total | ||||||||
| Reconciliation of long-lived assets | ||||||||
| Property and equipment | ||||||||
| Intangible assets | ||||||||
| Right of use assets | ||||||||
| Total | ||||||||
For the three and six months ended September 30,
2024,
For the three and six months ended September 30, 2023,
F-21
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 15. | Income Taxes |
The
effective tax rate for the three months and six months ended September 30, 2024 was
| 16. | Subsequent events |
| (a) | As at September 30, 2024, Pacific Green Technologies (Australia) Limited (“PGTA”), a wholly owned subsidiary of the Company, had borrowed AUD
On December 19, 2024, PGTA entered into a new loan arrangement with the same lender which effectively refinanced the previous AUD
The new loan does not bear interest but, similar to the previous loan, incurs a fixed premium of |
| (b) | Further to an investment agreement Pacific Green
Technologies (Middle East) Holdings Limited (“PGTME”), a wholly owned subsidiary of the Company, entered into on September
12, 2024 which gave it the ability to acquire
On April 29, 2025, PGTME acquired a further |
| (c) | On November 15, 2024, the Company refinanced certain debt that was outstanding as at September 30, 2024 (refer to Note 10). The Company entered into a new loan agreement to borrow a further £
The refinancing redenominated the previous US Dollar $ |
F-22
PACIFIC GREEN TECHNOLOGIES INC.
Notes to the Condensed Consolidated Interim Financial Statements
September 30, 2024
(Unaudited)
(Expressed in U.S. dollars)
| 16. | Subsequent events (continued) |
| Both the refinanced loans and the new loans are due 20 business days after Pacific Green Energy Parks (UK) Limited receives its first payment milestone from Sosteneo relating to its sale of the Sheaf project. This payment milestone is for £
Should the Company default on the loan(s), the lender(s) can elect to convert up to |
| (d) | On November 26, 2024, Pacific Green Energy Parks (UK) Limited, a wholly owned subsidiary of the Company entered into a loan agreement to lend $ |
| (e) | In November 2024, McClelland Management Inc exercised |
| (f) | On December 30, 2024, the Company entered into an agreement to purchase and subsequently cancel |
| (g) | On January 6 2025, Pacific Green Technologies (Shanghai) Co. Ltd, a wholly owned subsidiary of the Company, entered into a sale and purchase agreement to sell its property in Shanghai. This transaction completed in January following approval from the Shanghai Minhang Land Bureau. The sales consideration received was greater than the net book value of the property as at 30 September 2024. |
| (h) | On February 20, 2025, the Company announced it has signed binding documentation for the sale of |
| (i) | On June 13, 2025, Pacific Green Energy Parks Holding Europe Limited, a company incorporated in the United Arab Emirates which is a wholly owned subsidiary of the Company entered into two subscription agreements to acquire controlling interests in two entities which are currently developing two separate BESS 50MW battery energy storage projects in Poland. The consideration for this transaction was the exchange of loans previously provided to these entities, which are listed within Note 4 of the financial statements. |
| (j) | On June 29, 2025, the Company entered into a AUD | |
| On July 7, 2025, the Company announced it had entered into agreements with certain shareholders to repurchase
and cancel approximately |
F-23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This quarter report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this quarter report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “predict,” “project,” “potential,” “seek,” “intend,” “could,” “would,” “should,” “expect,” “plan” and similar expressions are intended to identify forward-looking statements.
Forward-looking statements in this quarter report on Form 10-Q include, but are not limited to, our plans and expectations regarding future financial results, including our expectations regarding: our ability to secure buyers for BESS projects in our portfolio; statements about our supply chain; operating results; the sufficiency of our cash and our liquidity and our ability to obtain financing; projected costs; development of new products and improvements to our existing products; our development costs; our agreements with our development partners; legislative actions and regulatory and environmental compliance; competitive position; management’s plans and objectives for future operations; our ability to comply with loan terms and repay loan obligations as they come due; trends in selling prices; the success of our customer financing arrangements and ability to secure financiers; capital expenditures; warranty matters; outcomes of litigation; our exposure to foreign exchange, interest and credit risk; general business and economic conditions in our markets; industry trends; the impact of changes in government incentives; risks related to cybersecurity breaches, privacy and data security; the likelihood of any impairment of project assets, long-lived assets and investments; trends in revenue, cost of revenue and gross profit (loss); trends in operating expenses including sales and marketing expense and general and administrative expense; our ability to expand our business, including our ability to secure new customers; our ability to increase efficiency of our products and services; our ability to market our products successfully; our business strategy and plans and our objectives for future operations; and the impact of recently adopted accounting pronouncements.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this quarter report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors including those discussed in Part I, Item 1A, Risk Factors and elsewhere in this quarter report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements we may make in this quarter report on Form 10-Q. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur. Actual results, events or circumstances could differ materially and adversely from those described or anticipated in the forward-looking statements.
The forward-looking statements made in this quarter report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this quarter report on Form 10-Q to reflect events or circumstances after the date of this quarter report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements.
Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors including those discussed under Part I, Item 1A, Risk Factors and elsewhere in this quarter report on Form 10-Q.
Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report and unless otherwise indicated, the terms “we”, “us”, “our”, “Pacific Green”, the “Company”, and “our company” mean Pacific Green Technologies Inc., a Delaware corporation, and our wholly owned subsidiaries, unless otherwise indicated.
Key Operating Metrics
Disclosures on Key Operating Metrics are taken from the Annual Report on Form 10-K for the year ended March 31, 2024 and not updated for the quarter-ended September 30, 2024. Further update will be disclosed as part of the Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
BESS project pipeline
BESS project pipeline represents our uncontracted, potential proceeds from sale of BESS projects, which have a reasonable likelihood of contract execution within 48 months. Pipeline is an internal management metric that we construct from market information reported by our business development team. Pipeline is monitored by management to understand the anticipated growth of our Company and our estimated future proceeds from customer contracts for our BESS. Our pipeline is further divided into Early Stage and Mid/Late Stage projects, with Mid-Late Stage projects being all projects with an anticipated sale within 24 months, and Early Stage projects being all other projects that the where the Company has a clear intent to proceed with development activity beyond initial evaluation. Prospects under initial evaluation are excluded from the pipeline.
2
We cannot guarantee that our pipeline will result in actual sale proceeds in the timeframe indicated, or at all. Pipeline may not generate margins equal to our historical operating results. Our expectations of project profitability may change over time as circumstances on the project and our understanding of the project evolve. External market factors and economic or other factors beyond our control may affect our development cost, or our customers’ interest in buying projects from the pipeline. If our pipeline fails to result in proceeds as anticipated or in a timely manner, we could experience a reduction in profitability and liquidity.
The following table presents our total BESS project pipeline of projects at the development stage:
| September 30, 2024 | March 31, 2024 | Change | ||||||||||||||||
| MW | MW | MW | % | |||||||||||||||
| BESS project development pipeline: | ||||||||||||||||||
| Australia | Early stage | 2,250 | 1,250 | 1,000 | ||||||||||||||
| Mid-late stage | 250 | 250 | - | |||||||||||||||
| Europe | Early stage | 550 | 500 | 50 | ||||||||||||||
| Mid-late stage | - | - | - | |||||||||||||||
| Total | 3,050 | 2,000 | 1,050 | 53 | % | |||||||||||||
Additions to the pipeline in fiscal year 2024 include:
| ● | Portland Energy Park, a 1 GW/ 1.5 GWh new grid-scale battery project to be developed in Victoria, Australia and is planned to be the largest Battery Energy Storage System in Australia. The energy park will deliver a major increase in energy storage capacity in Victoria, strengthening the region’s energy stability and supporting its net-zero transition. Once operational, the energy park will provide critical support for existing and proposed renewable energy projects within the Southwest Renewable Energy Zone (as designated by the Australian Energy Market Operator and the Victorian Government), and heavy electricity users and energy generation facilities in this area. |
| ● | Limestone Coast Energy Park regional South East Australia, comprising two grid-scale co-located battery assets – Limestone Coast North and Limestone Coast West, combined 500 MW / 1.0 GWh. The projects will enhance the state’s energy stability and supporting its transition to net-zero emissions. Strategically located near the 275kV South East Substation, the facilities will aid stabilizing the grid and lowering energy costs. The parks will store up to 60% of South Australia’s residential solar output, preventing an average of 80,000 tonnes of carbon dioxide emissions annually. On February 20, 2025, the Company announced it has signed binding documentation for the sale of 100% of the shares in its Limestone Coast North Energy Park, a 250 MW / 500 MWh battery energy storage development in the Limestone Coast region of South Australia, which expects to begin commercial operations in 2027, to Intera Renewables (Intera). The sale completed on March 19, 2025. |
| ● | On September 27, 2023, the Company acquired 51% interest in five development BESS projects in Italy from Sphera Energy S.r.l (“Sphera”), total 500 MW. These five projects are held within Sphera Australe S.r.l., Sphera Levante S.r.l., Sphera Ponente S.r.l., and Sphera Boreale S.r.l. (the “Italy Project Companies”). The Company has also agreed to acquire the remaining 49% capital in each of the Italy Project Companies upon achievement of ready to build status, targeted for 2026-2027. |
Additions to the pipeline since the end of fiscal year 2024 include:
| ● | 51% share in two 50 MW BESS projects in Poland in the quarter ended June 30, 2024. |
| ● | Two 250 MW BESS projects in Queensland, Australia and one 500 MW project in New South Wales, Australia in the quarter ended June 30, 2024. |
On October 23, 2024, Pacific Green Energy Parks Holdings (Europe) Limited, a wholly owned UK subsidiary of the Company, also entered into a framework development agreement with a European renewable energy developer to develop BESS projects in Poland with the aim to develop a portfolio of projects with total capacity of at least 400 MW. Projects to include in this pipeline are under evaluation.
BESS project sales
During fiscal year 2024, the Company sold two BESS projects in the UK:
| ● | On June 26, 2023, the Company sold Richborough Energy Park (“REP”), a 100MW BESS project of energy storage in Kent, UK to Sosteneo Fund 1 HoldCo S.à.r.l (“Sosteneo”). REP completed construction and testing in December 2023, and began operating under a 10-year energy optimization agreement for Shell Europe Limited to purchase the battery capacity from REP. |
| ● | On December 22, 2023, the Company sold Sheaf, its BESS development project to deliver 249MW of energy storage in Sandwich, Kent, UK to Sosteneo. Sheaf holds an energy optimization agreement with SSE whereby SSE purchases the capacity and have the exclusive right to provide optimization services for a ten year period from the start of commercial operations. The project is currently in construction phase. |
3
Project sales since the end of fiscal year 2024 include:
| ● | On March 19, 2025, the Company sold 100% of the shares in its Limestone Coast North Energy Park, 250MW / 500MWh battery energy storage development in the Limestone Coast region of South Australia, to Intera Renewables (“Intera”), at Ready to Build (“RtB”) stage. The project is in construction phase. |
BESS project services
For BESS projects sold at RtB stage, the Company is often retained to provide to our customers project management support during construction and operations phases.
The following table presents our total portfolio of BESS projects where we are retained to provide ongoing services:
| September 30, 2024 | March 31, 2024 | Change | ||||||||||||||
| MW | MW | MW | % | |||||||||||||
| BESS project services: | ||||||||||||||||
| Construction management | 250 | 250 | - | |||||||||||||
| Procurement support | - | - | - | |||||||||||||
| Asset management | 100 | 100 | - | |||||||||||||
| Total | 350 | 350 | - | - | % | |||||||||||
Fees for these services are included in revenue. This is separate from proceeds from sale of BESS projects recorded in gain on derecognition of BESS project subsidiaries.
Non-GAAP Financial Measures
Non-GAAP Financial Measures were disclosed in the Annual Report on Form 10-K for the year ended March 31, 2024, but are not included for the quarter-ended September 30, 2024. Non-GAAP Financial Measures will be disclosed as part of the Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
Results of Operations
The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the six months ended September 30, 2024, and 2023.
Revenue
Revenue for the three and six months ended September 30, 2024 was $1,858,000 and $3,662,000 compared with $1,165,000 and $2,354,000 for the three and six months ended September 30, 2023. The Company’s revenues were derived from BESS construction management services, scrubber sales, and scrubber services. During the six months ended September 30, 2024, the Company was in the process of commissioning one (2023 – nil) marine scrubber units which contributed to revenue of $38,000 and $423,000 (2023 – $nil) for the three and six months ended September 30, 2024. During the three and six months ended September 30, 2024, revenue from services in the BESS and Environmental Technology businesses was $1,692,000 and $2,937,000 as compared to $1,165,000 and $2,354,000 for the three and six months ended September 30, 2023.
Gross Profit
During the three and six months ended September 30, 2024, the gross profit margin for products and services were negative 5.60% and 4.50% (three and six months ended September 30, 2023 – negative 37.3% and negative 19.7%).
Expenses
Expenses for the three and six months ended September 30, 2024, were $3,828,000 and $7,554,000 as compared to $7,126,000 and $14,039,000 for the three and six ended September 30, 2023. Management and technical consulting fees decreased due to non-recurrence of prior period changes of $3,470,000 and $7,137,000 for bonuses paid to the CEO which were included in the three and six months ended September 30, 2024 respectively. Management and technical consulting fees were comprised of fees paid to our directors, officers and advisors for business development efforts and advisory services.
Net profit
During the three and six months ended September 30, 2024, our company recorded net losses of $3,944,000 ($0.07 per share) and $7,489,000 ($0.14 per share) as compared to net losses of $2,770,000 ($0.06 per share) and $52,000 ($0.01 per share) for the three and six months ended September 30, 2023.
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Our financial results for the three and six months ended September 30, 2024 and 2023 are summarized as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2024 $000 | 2023 $000 | 2024 $000 | 2023 $000 | |||||||||||||
| Revenues | ||||||||||||||||
| Products | 166 | – | 725 | – | ||||||||||||
| Services | 1,692 | 1,165 | 2,937 | 2,354 | ||||||||||||
| Total revenues | 1,858 | 1,165 | 3,662 | 2,354 | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Products | 268 | 252 | 766 | 444 | ||||||||||||
| Services | 1,695 | 1,348 | 2,728 | 2,374 | ||||||||||||
| Total cost of goods sold | 1,963 | 1,600 | 3,497 | 2,818 | ||||||||||||
| Gross (loss) profit | (105 | ) | (435 | ) | 165 | (464 | ) | |||||||||
| Gain on de-recognition of BESS project subsidiaries | 377 | 5,504 | 377 | 16,756 | ||||||||||||
| Expenses | ||||||||||||||||
| General and administrative | 2,958 | 6,262 | 5,921 | 12,443 | ||||||||||||
| Depreciation, amortization and impairments | 30 | 39 | 62 | 77 | ||||||||||||
| Property leases and office expenses | 680 | 614 | 1,207 | 1,172 | ||||||||||||
| Advertising and promotion | 145 | 99 | 307 | 203 | ||||||||||||
| Research and development | 15 | 112 | 57 | 144 | ||||||||||||
| Total expenses | 3,828 | 7,126 | 7,554 | 14,039 | ||||||||||||
| Operating (loss) income | (3,556 | ) | (2,057 | ) | (7,012 | ) | 2,253 | |||||||||
| Other income (expenses) | ||||||||||||||||
| Change in fair value of derivatives | – | – | – | 67 | ||||||||||||
| Net interest expense | (643 | ) | (713 | ) | (857 | ) | (2,020 | ) | ||||||||
| Total other (expenses) | (643 | ) | (713 | ) | (857 | ) | (1,954 | ) | ||||||||
| (Loss) income before income taxes | (4,199 | ) | (2,770 | ) | (7,869 | ) | 299 | |||||||||
| Income tax benefit (charge) | 255 | – | 380 | (351 | ) | |||||||||||
| Net (loss) income for the period | (3,944 | ) | (2,770 | ) | (7,489 | ) | (52 | ) | ||||||||
5
Liquidity and Capital Resources
Working Capital
At $000 | At $000 | |||||||
| Current assets | 14,395 | 12,724 | ||||||
| Current liabilities | 35,221 | 20,942 | ||||||
| Working capital | (20,826 | ) | (8,218 | ) | ||||
Cash Flows
Six Months Ended 2024 $000 | Six Months Ended 2023 $000 | |||||||
| Net cash (used in) operating activities | (6,591 | ) | (11,569 | ) | ||||
| Net cash (used in) provided by investing activities | (3,555 | ) | 712 | |||||
| Net cash provided by financing activities | 8,189 | 10,394 | ||||||
| Effect of exchange rate changes on cash | 313 | 627 | ||||||
| Net change in cash and cash equivalents | (1,644 | ) | 164 | |||||
As of September 30, 2024, we had $2,577,0000 in cash and cash equivalents, $14,395,000 in total current assets, $35,221,000 in total current liabilities and a working capital deficit of $20,826,000. This compares to cash of $4,221,000 and a working capital deficit of $8,218,000 as at March 31, 2024. The Company’s working capital decreased primarily due to losses before tax and funding expenditure on its BESS projects for the six months ended September 30, 2024.
During the six months ended September 30, 2024, we used $6,591,000 in operating activities, whereas we used $11,569,000 from operating activities for the six months period ended September 30, 2023. The operating cash flow used for the six months ended September 30, 2024, resulted primarily from operating expenses incurred for the six months ended September 30, 2024 partial offset by working capital movements.
During the six months ended September 30, 2024, we used $3,555,000 in investing activities, whereas we generated $712,000 in investing activities during the six months ended September 30, 2023. Our investing activities for the six months ended September 30, 2024, comprised primarily additions of projects under development for our Australian and Italian projects offset by cash receipts from milestone payments relating to the sale of REP.
During the six months ended September 30, 2024, we received $8,189,000 in financing activities, whereas we received $10,394,000 in financing activities for the six months ended September 30, 2023. Our financing activities for the six months ended September 30, 2024 were related to AUD $11,000,000 of BESS project financing received and drawdowns of third party short-term loans, offset by the $2,634,000 payment of interest relating to a loan from Sheaf Storage Limited, a third party lender.
Liquidity and Capital Resources
As at September 30, 2024, our principal sources of liquidity were our cash and cash equivalents from operations, short-term borrowings, and supply chain financing. The Company is also in discussions to obtain a new development loan facility. We believe these sources of liquidity will be sufficient to meet our expense and capital requirements for at least the next 12 months following the filing of this quarterly report.
We had approximately $2.6 million of cash and cash equivalents on hand at September 30, 2024. Cash and cash equivalents on hand at March 31, 2025 were $6.2 million.
6
Since September 30, 2024 the Company has entered into a number of loan agreements to increase liquidity and provide working capital for BESS project development and periodic sales:
Corporate short term loans
Pacific Green Energy Parks (UK) Limited, a wholly owned subsidiary of the Company, entered into four separate loan agreements with a group of independent third party lenders for a total £900,000 between May 15 and May 28, 2024. The Company also entered into a loan agreement with an independent third-party lender in the same group for $1,270,000 on May 28, 2024. The five loans are identical in terms. The loans incur a fixed premium of 20% of principal, payable in full on repayment of principal. The loans were repayable on December 31, 2024, or earlier if certain liquidity events occur (whose conditions were not met).
Subsequent to period end, on November 15, 2024, the Company entered into a new loan agreement to borrow a further £5,210,000 from this group of lenders and one new lender, and also refinance certain of the existing loans received in May 2024 into this new loan agreement, novating all refinanced loans for the Company to be the borrower, instead of Pacific Green Energy Parks (UK) Limited in some cases.
The refinancing redenominated the previous US dollar $1,270,000 loan to sterling £1,000,000. Two lenders did not participate in the refinancing and £200,000 of principal plus 20% fixed premium were repaid between December 31, 2024 and January 2, 2025, giving a total of £1,700,000 from original lenders contributing to the refinancing. The fixed 20% premium on these original loans was capitalized into the principal upon refinancing, giving a net increase to principal of £340,000 on these loans. The new funds lent £5,210,000 and refinanced original loans £2,040,000 give a total new principal under this loan agreement of £7,250,000.
Both the refinanced loans and the new loans are due 20 business days after Pacific Green Energy Parks (UK) Limited receives its first payment milestone from Sosteneo relating to its sale of the Sheaf project, as detailed within Note 9. This payment milestone is for £7,260,000 and is expected to be received in late 2025. The loan incurs a fixed premium of 20% of the new loan principal, payable when the loan principal is repaid. The lenders hold security over the first Sheaf payment milestone and over a new bank account set up by Pacific Green Energy Parks (UK) Limited to receive this milestone payment.
Should the Company default on the loan(s), the lender(s) can elect to convert up to 100% of the amounts outstanding to the equivalent value of ordinary shares in the Company at the Default Conversion Strike Price (defined as 0.7 x the Company’s average share price on the 10 business days before and after the Event of Default).
Australia loan
On August 15, 2024, Pacific Green Technologies (Australia) Limited (“PGTA”), a wholly owned subsidiary of the Company, entered into a AUD 11,000,000 loan agreement with an independent third party lender to fund further development of our Australian BESS portfolio. The loan does not bear interest but incurs a fixed premium of 20% of the loan principal, payable in full upon repayment of the principal. The loan principal is to be repaid in full at the earlier of six months or the sale of one of the Company’s Australian BESS projects.
The loan is secured against PGTA’s direct or indirect shareholdings in the Company’s Australian BESS projects. The Company has also provided the lender a guarantee in the event of default.
Subsequent to period end, on December 19, 2024, PGTA entered into a new loan arrangement with the same lender which effectively refinanced the previous AUD 11,000,000 loan agreement. This new loan became effective on February 26, 2025 and due to mature ten months from this date. This resulted in the payment of AUD $2,200,000 repayment premium from the last loan on March 21, 2025 following the completion of the sale of the Limestone Coast North BESS project. As the repayment premium of the previous loan was repaid after the new loan became effective, PGTA was charged an additional 1.67% per month interest charge on the AUD $2,200,000 repayment premium.
The new loan does not bear interest but, similar to the previous loan, incurs a fixed premium of 20% of the loan principal which is payable in full upon repayment of the principal. However, the loan’s ten-month maturity date is conditional on the PGTA receiving either receiving two non-binding offers (“NBO”) on the Limestone Coast West BESS project or receiving a NBO from the purchaser of the Limestone Coast North BESS project within a six-week period from March 19, 2025. If the NBOs are not received, then the loan becomes repayable following the sale of the Limestone Coast North project. Whilst awaiting NBOs to be received, PGTA will be charged an additional 1.67% interest per month on the AUD 11,000,000 principal amount.
Going Concern
The condensed consolidated interim financial statements have been prepared on a going concern basis.
The assessment of liquidity and going concern requires the Company to make judgments about its ability to meet its obligations as they fall due for at least one year after the date that the condensed consolidated interim financial statements are issued. The directors have reviewed a fiscal year 2026 budget extended through twelve months from the date the condensed consolidated interim financial statements are issued, based on management’s operating plan and anticipated financing arrangements.
7
In order for the Company to meet its ongoing obligations, including repayment of short-term debt of principal $16.7 million due for repayment within the next 12 months, and also develop BESS projects from its pipeline at scale, management have been in discussion with several parties, including the existing AUD 11.0 million lender to Pacific Green Technologies Australia, to establish a larger development loan facility. This facility is anticipated to be approximately AUD 50 million. The facility will ensure the Company can meet its obligations as they fall due until at least twelve months from the date the condensed consolidated interim financial statements are issued and increase its pace of pipeline development and cash generation from BESS project sales at Ready to Build stage. The fact that the additional funding required has not yet been fully secured indicates the existence of an event that may cause substantial doubt on their ability to continue as a going concern.
Whilst the funding has not yet been secured, the Company is confident that it will be successful, based on:
| ● | Existing loan relationship with one of the prospective lenders, supportive of the Company’s growth plans. |
| ● | Positive interest in the loan facility from prospective lenders. |
| ● | An independent study confirming the current value of the Australian BESS project pipeline sufficient to act at as loan security. |
The Company also notes that Limestone Coast West BESS project does not yet have any firm sale offers. This project is currently budgeted to be sold in the second half of fiscal year 2026, and is a major component of overall cash receipts through twelve months from the date the condensed consolidated interim financial statements are issued. The lack of firm offers indicates the existence of an event that may cause substantial doubt on their ability to continue as a going concern.
Management are confident of completing this sale effectively and timely, based on:
| ● | Recent success in the sale of Limestone North project. |
| ● | Interest has already received from prospective buyers. |
| ● | The project has secured a fixed price 7-year offtake agreement for 50% of the battery capacity. |
The directors have also reviewed possible downside scenarios to test the Company’s liquidity in the event of adverse circumstances.
Based on the above, the Directors have concluded that the Company remains a going concern and these condensed consolidated interim financial statements have therefore been prepared on the going concern basis.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Estimates
The preparation of these condensed consolidated interim financial statements in conformity with United States Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and the reported amounts of revenue and expenses during the reporting period. Our company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our condensed consolidated interim financial statements because they inherently involve significant judgments and uncertainties.
Impairment of Long-lived Assets
We review long-lived assets such as property and equipment and intangible assets with finite useful lives for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. The determination of whether impairment indicators exist requires significant judgment in evaluating underlying significant assumptions including expected sales contracts, operating costs, and current market value of assets. If an indication is identified, and the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the excess of the carrying amount over the fair value of the asset.
8
Revenue Recognition
We account for revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) using the five step approach. The most significant estimates and assumptions within the five-step approach are related to identification of performance obligations in the contract and the calculations inherent in the revenue recognition as or when performance obligations are satisfied.
Our marine scrubber sales contracts contain a single performance obligation satisfied over time, based on percentage of completion of the contract. The conclusion for a single performance obligation is based on management’s assessment of these contracts, whereby customers purchase the entire marine scrubber system and do not benefit from the separate components on their own. Revenue is recognized over time based on the percentage of completion of the contract, using the input method.
According to ASC 606-10-25-27, if the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date, revenue should be recognized over time. Our scrubber system is customized to each vessel at the detailed design level, so the performance under the contract does not create an asset with an alternative use. According to our contracts signed with customers under English law, the customers are contractually and legally obliged to pay for performance completed to date that covers cost plus a reasonable profit margin. Therefore, the revenue is recognized over time based on the input method and it is the change in cost of goods sold (using a percentage of costs to complete) that has driven the change in revenues. Significant estimates are involved in using the input method as it relates to estimation of total costs and overall gross margins, and any change in these factors could lead to a difference in timing or amount of revenue and profit.
Revenue from services includes services provided under BESS construction management agreements, specific services provided to marine scrubber systems as well as design and engineering services for CSP. Contracts for specific services provided to marine scrubber systems represent maintenance services which are recognized at a point in time when services are completed. Contracts for CSP include design and engineering services provided to clients which are recognized over time as the service is completed. Contracts for services provided under BESS construction management agreements is recognized over time as the service is provided.
Any changes to our conclusions around single or multiple performance obligations for either or products or services could result in a timing difference in our revenue recognition.
9
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation (pursuant to Rule 13a-15(b) of the Exchange Act) of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act as of September 30, 2024.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of September 30, 2024 due to the material weaknesses identified and described below.
Management’s Report on Internal Control Over Financial Reporting
Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2024, based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework). Based on this evaluation our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2024, the Company has not maintained effective internal control over financial reporting.
Management identified two material weaknesses in the Company’s internal control over financial reporting:
| ● | A lack of US GAAP resource in the accounting for complex transactions; and |
| ● | A lack of monitoring controls over the review of quarterly and annual financial statements. |
10
These material weaknesses in the Company’s internal control over financial reporting resulted in material errors not being detected timely within the Company’s unaudited consolidated financial statements for the fiscal quarter ended June 30, 2023, September 30, 2023 and December 31, 2023. The impact of restatement on the financial statements for each of these quarters are included in the 10-K for the fiscal year ended March 31, 2024, within note 24 to the financial statements, filed with the SEC on June 20, 2024.
This Quarter Report on Form 10-Q does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting pursuant to an exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.
Changes in Internal Control over Financial Reporting
Other than the material weaknesses described above, there were no other changes in our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended September 30, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Management recognizes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Remediation Activities
The Company has taken steps to remediate the material weaknesses by providing additional training around the accounting of non-routine transactions, in particular around derivative accounting, acquisition accounting, disposal accounting and tax accounting, to the Chief Financial Officer and the finance team. The Company has also enhanced its review control to ensure the reporting of BESS projects satisfies US GAAP rules and guidance. Additionally, the Company has replaced previous team members with more experienced personnel, and increased the size of the team.
As of the date of this report, the Company has a finance team comprising four full time employees in the United Kingdom and Australia, of which one is a chartered accountant being the Chief Financial Officer, as well as six contractor personnel in the United Kingdom, Australia and Philippines, of which five are chartered accountants.
The material weaknesses cannot be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are designed and operating effectively. Accordingly, management will continue to monitor and evaluate the effectiveness of our internal control over financial reporting in the activities affected by the two material weaknesses described above.
11
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 1A. Risk Factors
As a “smaller reporting company” we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
| (31) | Rule 13a-14 (d)/15d-14d) Certifications | |
| 31.1* | Section 302 Certification by the Principal Executive Officer | |
| 31.2* | Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer | |
| (32) | Section 1350 Certifications | |
| 32.1* | Section 906 Certification by the Principal Executive Officer | |
| 32.2* | Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer | |
| 101* | Interactive Data Files | |
| 101.INS* | Inline XBRL Instance Document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
12
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PACIFIC GREEN TECHNOLOGIES INC. | ||
| (Registrant) | ||
| Dated: July 11, 2025 | By: | /s/ Scott Poulter |
| Scott Poulter | ||
| Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
| Dated: July 11, 2025 | By: | /s/ James Tindal Robertson |
| James Tindal-Robertson | ||
Chief Financial Officer (Principal
Financial Officer and | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Dated: July 11, 2025 | By: | /s/ Scott Poulter |
| Scott Poulter | ||
| Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
| Dated: July 11, 2025 | By: | /s/ James Tindal-Robertson |
| James Tindal-Robertson | ||
Chief Financial Officer (Principal
Financial Officer and |
| Dated: July 11, 2025 | By: | /s/ Neil Carmichael |
| Neil Carmichael | ||
| Director | ||
| Dated: July 11, 2025 | By: | /s/ Alex Shead |
| Alex Shead | ||
| Director |
13