EX-99.2 3 wprt-03312025xexhibit992.htm EX-99.2 Document

Condensed Consolidated Interim Financial Statements (unaudited)
(Expressed in thousands of United States dollars)
 
WESTPORT FUEL SYSTEMS INC.


For the three months ended March 31, 2025 and 2024



WESTPORT FUEL SYSTEMS INC.
Condensed Consolidated Interim Balance Sheets (unaudited)
(Expressed in thousands of United States dollars, except share amounts)
March 31, 2025 and December 31, 2024
March 31, 2025December 31, 2024
Assets  
Current assets:  
Cash and cash equivalents (including restricted cash)$32,637 $37,646 
Accounts receivable (note 5)66,634 73,054 
Inventories (note 6)63,214 53,526 
Prepaid expenses6,551 5,660 
Total current assets169,036 169,886 
Long-term investments (note 7)40,052 39,732 
Property, plant and equipment (note 8)45,314 41,956 
Operating lease right-of-use assets (note 11)19,249 19,019 
Intangible assets (note 9)5,174 5,277 
Deferred income tax assets10,261 9,695 
Goodwill2,996 2,876 
Other long-term assets3,163 3,180 
Total assets$295,245 $291,621 
Liabilities and shareholders’ equity  
Current liabilities:  
Accounts payable and accrued liabilities (note 10)$93,127 $88,123 
Current portion of operating lease liabilities (note 11)2,750 2,624 
Current portion of long-term debt (note 12)13,225 14,660 
Current portion of warranty liability (note 13)4,013 3,861 
Total current liabilities113,115 109,268 
Long-term operating lease liabilities (note 11)16,560 16,433 
Long-term debt (note 12)17,915 19,067 
Warranty liability (note 13)1,603 1,456 
Deferred income tax liabilities4,063 4,029 
Other long-term liabilities 4,391 4,343 
Total liabilities157,647 154,596 
Shareholders’ equity:  
Share capital (note 14):  
Unlimited common and preferred shares, no par value  
17,326,732 (2024 - 17,282,934) common shares issued and outstanding
1,246,408 1,245,805 
Other equity instruments9,081 9,472 
Additional paid in capital11,516 11,516 
Accumulated deficit(1,098,726)(1,096,275)
Accumulated other comprehensive loss(30,681)(33,493)
Total shareholders' equity137,598 137,025 
Total liabilities and shareholders' equity$295,245 $291,621 
Commitments and contingencies (note 16)

See accompanying notes to condensed consolidated interim financial statements.
Approved on behalf of the Board:Anthony GuglielminDirectorDaniel Sceli Director
1


WESTPORT FUEL SYSTEMS INC.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited)
(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months ended March 31, 2025 and 2024

Three months ended March 31,
20252024
Revenue$70,955 $77,574 
Cost of revenue55,730 65,851 
Gross profit15,225 11,723 
Operating expenses:
Research and development4,052 7,693 
General and administrative6,397 10,353 
Sales and marketing2,758 3,287 
Foreign exchange (gain) loss(456)1,820 
Depreciation and amortization740 1,043 
 13,491 24,196 
Income (loss) from operations1,734 (12,473)
Income (loss) from investments accounted for by the equity method(3,799)31 
Interest on long-term debt(676)(812)
Interest and other income, net of bank charges869 341 
Loss before income taxes(1,872)(12,913)
Income tax expense579 735 
Net loss for the period(2,451)(13,648)
Other comprehensive income (loss):  
Cumulative translation adjustment3,641 (430)
Ownership share of equity method investments' other comprehensive loss(829)— 
2,812 (430)
Comprehensive income (loss)$361 $(14,078)
 
Loss per share:  
Net loss per share - basic and diluted$(0.14)$(0.79)
Weighted average common shares outstanding: 
Basic and diluted17,322,681 17,220,540 

See accompanying notes to condensed consolidated interim financial statements.
2

WESTPORT FUEL SYSTEMS INC.
Condensed Consolidated Interim Statements of Shareholders' Equity (unaudited)
(Expressed in thousands of United States dollars, except share amounts)
 Three months ended March 31, 2025 and 2024
Common Shares OutstandingShare capitalOther equity instrumentsAdditional paid in capitalAccumulated deficitAccumulated other comprehensive lossTotal shareholders' equity
January 1, 202417,174,502 $1,244,539 $9,672 $11,516 $(1,074,434)$(30,845)$160,448 
Issuance of common shares on exercise of share units48,652 869 (869)— — — — 
Stock-based compensation— — 331 — — — 331 
Net loss for the period— — — — (13,648)— (13,648)
Other comprehensive loss— — — — — (430)(430)
March 31, 202417,223,154 $1,245,408 $9,134 $11,516 $(1,088,082)$(31,275)$146,701 
Common Shares OutstandingShare capitalOther equity instrumentsAdditional paid in capitalAccumulated deficitAccumulated other comprehensive lossTotal shareholders' equity
January 1, 202517,282,934 $1,245,805 $9,472 $11,516 $(1,096,275)$(33,493)$137,025 
Issuance of common shares on exercise of share units43,798 603 (603)— — — — 
Stock-based compensation— — 212 — — — 212 
Net loss for the period— — — — (2,451)— (2,451)
Other comprehensive income— — — — — 2,812 2,812 
March 31, 202517,326,732 $1,246,408 $9,081 $11,516 $(1,098,726)$(30,681)$137,598 

See accompanying notes to condensed consolidated interim financial statements.

3


WESTPORT FUEL SYSTEMS INC.
Condensed Consolidated Interim Statements of Cash Flows (unaudited)
(Expressed in thousands of United States dollars)
 Three months ended March 31, 2025 and 2024
Three months ended March 31,
20252024
Operating activities: 
Net loss for the period$(2,451)$(13,648)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:  
Depreciation and amortization1,930 3,247 
Stock-based compensation expense212 331 
Unrealized foreign exchange (gain) loss(456)1,820 
Deferred income tax (recovery)(33)(40)
Loss (income) from investments accounted for by the equity method3,799 (31)
Interest on long-term debt22 22 
Change in inventory write-downs223 413 
Change in bad debt expense(33)(121)
Other— (248)
Changes in operating assets and liabilities:
Accounts receivable(2,072)12,526 
Inventories(7,502)(7,434)
Prepaid expenses(415)(400)
Accounts payable and accrued liabilities2,840 4,725 
Warranty liability(963)(1,020)
Net cash provided by (used in) operating activities(4,899)142 
Investing activities:  
Purchase of property, plant and equipment(3,142)(4,893)
Proceeds on sale of assets82 135 
Proceeds from holdback receivable (note 5)10,450 — 
Capital contributions to investments accounted for by the equity method (note 7)(4,686)0— 
Net cash provided by (used in) investing activities2,704 (4,758)
Financing activities:  
Repayments of operating lines of credit and long-term facilities(3,918)(17,689)
Drawings on operating lines of credit and long-term facilities— 11,848 
Net cash used in financing activities(3,918)(5,841)
Effect of foreign exchange on cash and cash equivalents1,104 (494)
Net decrease in cash and cash equivalents(5,009)(10,951)
Cash and cash equivalents, beginning of period (including restricted cash)37,646 54,853 
Cash and cash equivalents, end of period (including restricted cash)$32,637 $43,902 
4


WESTPORT FUEL SYSTEMS INC.
Condensed Consolidated Interim Statements of Cash Flows (unaudited)
(Expressed in thousands of United States dollars)
 Three months ended March 31, 2025 and 2024

Three months ended March 31,
20252024
Supplementary information:  
Interest paid$646 $1,114 
Taxes paid, net of refunds$356 532 

See accompanying notes to condensed consolidated interim financial statements.


5

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months ended March 31, 2025 and 2024
1. Company organization and operations:

Westport Fuel Systems Inc. (the “Company”) was incorporated under the Business Corporations Act (Alberta) on March 20, 1995. Westport Fuel Systems Inc. is a global company focused on engineering, manufacturing, and supplying alternative fuel systems and components for transportation applications. The Company’s diverse product offerings sold under a wide range of established global brands enable the use of a number of alternative fuels in the transportation sector that provide environmental and/or economic advantages as compared to diesel, gasoline, batteries or fuel cell powered vehicles. The Company's fuel systems and associated components control the pressure and flow of these alternative fuels, including liquid petroleum gas ("LPG"), compressed natural gas ("CNG"), liquified natural gas ("LNG"), renewable natural gas ("RNG") or biomethane, and hydrogen. The Company supplies its products in approximately 70 countries through a network of distributors, service providers for the aftermarket and directly to original equipment manufacturers (“OEMs”) and Tier 1 and Tier 2 OEM suppliers. The Company’s products and services are available for passenger car and light-, medium- and heavy-duty commercial vehicles and off-highway applications.
2. Liquidity and Going Concern:

For the three months ended March 31, 2025, the Company reported operating income of $1,734. The Company continues to use cash to support its business activities. As at March 31, 2025, the Company had cash and cash equivalents of $32,637 and long-term debt of $31,140, net of deferred financing fees, of which $13,225 was current. Under the term loan with Export Development Canada ("EDC"), the Company has a cash covenant with a consolidated cash requirement of $15,000. If the Company's cash and cash equivalents fall below the minimum cash requirement, the Company may be required to repay the outstanding amount of the term loan, which was $5,859 at March 31, 2025.

On September 13, 2024, the Company announced an at-the-market equity offering program (the "ATM Program") that allows the Company to issue up to $35,000 in common shares from treasury to the public from time to time, at the Company's discretion and subject to regulatory requirements. As at March 31, 2025, no shares were issued from treasury.

In connection with preparing consolidated financial statements for each annual and interim reporting period, the Company is required to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. Substantial doubt exists when conditions and events, considered in aggregate, indicate that it is probable a company will be unable to meet its obligations as they become due within one year after the date the consolidated financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans and actions that have not been fully implemented as of the date the consolidated financial statements are issued. When substantial doubt exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both: (1) it is probable the plans will be effectively implemented within one year after the date the consolidated financial statements are issued; and (2) it is probable the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued.

Based on the Company's projected capital expenditures, debt servicing obligations and operating requirements under its current business plan, management is projecting that its existing cash and cash equivalents will not be sufficient to fund its operations through the next twelve months from the date of the issuance of these condensed consolidated interim financial statements ("interim financial statements"). These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date these interim financial statements are issued.



6

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months ended March 31, 2025 and 2024

2. Liquidity and going concern (continued):

Management plans to improve the Company's liquidity position by selling certain subsidiaries in Europe and Argentina, which comprise substantially all the assets and liabilities of the Light-Duty segment, and continue its cost reduction initiatives. On March 30, 2025, the Company entered into a share purchase agreement ("SPA") with a wholly-owned investment vehicle of Heliaca Investments Coöperatief U.A. ("Heliaca Investments"), a Netherlands based investment firm supported by Ramphastos Investments Management B.V., a prominent Dutch venture capital and private equity firm, to sell all of the issued and outstanding shares of Westport Fuel Systems Italia S.r.l. The transaction provides a base purchase price of $73.1 million (€67.7 million), subject to certain adjustments and potential earnouts of up to an estimated $6.5 million (€6.0 million) if certain conditions are achieved, in accordance with the terms of the SPA. If management is successful in closing the sale, the Company will receive sufficient cash to fund its operations for the next twelve months and alleviate the risk of substantial doubt identified. As of the date of issuance of these interim financial statements, management is seeking shareholder approval of the plan to complete the sale of these businesses to the buyer. As such, there can be no assurance that the Company will be successful in obtaining sufficient funding. Accordingly, management has concluded under the accounting standards that these plans do not alleviate the substantial doubt about the Company's ability to continue as a going concern.

These interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The interim financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary if the Company were unable to continue as a going concern.

3. Basis of preparation:

(a)    Basis of presentation:

The interim financial statements have been prepared by the Company and do not include all of the information and disclosures required by accounting principles generally accepted in the United States ("GAAP"). In the opinion of management, all normal recurring accruals and adjustments considered necessary for a fair presentation have been included. The results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The interim financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements for the year ended December 31, 2024.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the interim financial statements and accompanying notes. Actual results could differ from those estimates. Certain prior period figures have been adjusted to conform to current period presentation in the interim financial statements.

(b)    Foreign currency translation:

The Company’s functional currency is the Canadian dollar and its reporting currency for its interim financial statement presentation is the United States dollar ("U.S. Dollar"). The functional currencies for the Company's significant subsidiaries include the following: U.S. dollar, Canadian dollar, Euro, Argentina Peso, Chinese Renminbi (“RMB”) and Polish Zloty. The Company translates assets and liabilities of non-U.S. dollar functional currency operations using the period end exchange rates, shareholders’ equity balances using the weighted average of historical exchange rates, and revenues and expenses using the monthly average rate for the period with the resulting exchange differences recognized in other comprehensive income (loss). 
7

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months ended March 31, 2025 and 2024
3. Basis of preparation (continued):

Transactions that are denominated in currencies other than the functional currencies of the Company’s or its subsidiaries' operations are translated at the rates in effect on the date of the transaction. Foreign currency denominated monetary assets and liabilities are translated to the applicable functional currency at the exchange rates in effect on the balance sheet date. Non-monetary assets and liabilities are translated at the historical exchange rate. All foreign exchange gains and losses are recognized in the condensed consolidated interim statements of operations, except for the translation gains and losses arising from available-for-sale instruments, which are recorded through other comprehensive income (loss) until realized through disposal or impairment.

Except as otherwise noted, all amounts in these interim financial statements are presented in thousands of U.S. dollars. For the periods presented, the Company used the following exchange rates:
 Period endedAverage for the three months ended
 March 31, 2025December 31, 2024March 31, 2025March 31, 2024
Canadian Dollar1.44 1.44 1.43 1.35 
Euro0.93 0.96 0.95 0.92 
RMB7.26 7.30 7.27 7.20 
Polish Zloty3.87 4.12 3.99 3.96 
Argentine Peso1,072.05 1,032.12 1,054.21 850.08 

4. New accounting pronouncements

Upcoming accounting standards not yet adopted:
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements in Income Tax Disclosures" to enhance the transparency and decision usefulness of income tax disclosures. This amendment requires public companies to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, under the amendment entities are required to disclose the amount of income taxes paid disaggregated by federal, state and foreign taxes, as well as disaggregated by material individual jurisdictions. Finally, the amendment requires entities to disclose income from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense from continuing operations disaggregated by federal, state and foreign. This guidance is effective for annual reporting periods beginning after December 15, 2024. While this guidance may have an impact on the disclosures, the Company does not expect this guidance to have a material impact on its financial position, operations, and cash flows.

In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." It requires entities to disclose, in the notes to the financial statements, specified information related to certain costs and expenses disaggregated by type. The standard improves transparency by providing more detailed information about the component of costs and expenses that would enable users to better understand the major components of an entity's income statement by referencing disclosures in the notes to financial statements. This guidance is effective for annual reporting periods beginning after December 15, 2026. While this guidance may have an impact on the disclosures, the Company does not expect this guidance to have a material impact on its financial position, operations, and cash flows.
8

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months ended March 31, 2025 and 2024
5. Accounts receivable:
 March 31, 2025December 31, 2024
Customer trade receivables$55,116 $52,058 
Holdback receivable— 10,737 
Other receivables6,983 6,347 
Income tax receivable620 613 
Due from related parties (note 15)7,965 7,523 
Allowance for credit losses(4,050)(4,224)
 $66,634 $73,054 
In 2022, a holdback receivable was recorded as part of the sale of the Company's interest in Cummins Westport Inc. to Cummins Inc. ("Cummins"). The holdback was retained by Cummins for a term of three years to satisfy any extended warranty obligations in excess of the recorded extended warranty obligation. Unused amounts were repaid to the Company at the end of the three-year term. In March 2025, the Company collected $11,365 from Cummins related to the holdback receivable, including interest accrued.

6. Inventories:
 March 31, 2025December 31, 2024
Purchased parts and materials$42,758 $37,055 
Work-in-progress1,110 1,250 
Finished goods19,346 15,221 
 $63,214 $53,526 
During the three months ended March 31, 2025, the Company recorded change in write-downs to net realizable value of approximately $223 (three months ended March 31, 2024 - $413).

7. Long-term investments:
 March 31, 2025December 31, 2024
HPDI Technology LP (a)$25,599 $25,494 
HPDI Technology AB (a)11,234 11,225 
Minda Westport Technologies Limited ("MWTL")3,072 2,866 
Other equity-accounted investees147 147 
 $40,052 $39,732 
(a) For three months ended March 31, 2025, the Company recognized its share of HPDI Technology's ("Cespira") losses of $3,884 as a loss from investment accounted for by the equity method. During the three months ended March 31, 2025, the Company contributed additional capital of $4,686 into Cespira.
9

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)
(Expressed in thousands of United States dollars except share and per share amounts)
 Three months ended March 31, 2025 and 2024
7. Long-term investments (continued):
Combined assets, liabilities, revenue and expenses of Cespira, are as follows:
 March 31,December 31,
20252024
Current assets:
Cash and cash equivalents$12,130 $10,305 
Accounts receivable21,143 21,000 
Inventory8,456 7,414 
Prepaids1,437 1,471 
43,166 40,190 
Property, plant and equipment40,627 40,901 
Intangible assets6,970 7,087 
Goodwill564 563 
Total assets$91,327 $88,741 
Current liabilities:
Accounts payable$16,608 $16,527 
Current portion of provisions2,073 2,128 
Other current liabilities1,407 1,910 
20,088 20,565 
Long-term portion of provisions518 532 
Other long-term liabilities354 569 
Total liabilities$20,960 $21,666 
Net assets$70,367 $67,075 
Three months ended March 31, 2025
 
Revenue$16,676 
Cost of revenue16,230 
Gross profit446 
Operating expenses:
Research and development3,089 
General and administrative2,698 
Sales and marketing291 
Foreign exchange loss746 
Depreciation and amortization730 
7,554 
Loss from operations(7,108)
Interest income, net of bank charges
Loss before income taxes(7,101)
Income tax expense
Net loss$(7,108)



10

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)
(Expressed in thousands of United States dollars except share and per share amounts)
 Three months ended March 31, 2025 and 2024
8. Property, plant and equipment:

  AccumulatedNet Book
March 31, 2025CostDepreciationValue
Land and buildings$9,425 $3,122 $6,303 
Computer equipment and software8,006 5,732 2,274 
Furniture and fixtures6,482 4,882 1,600 
Machinery and equipment72,069 39,498 32,571 
Leasehold improvements11,186 8,620 2,566 
 $107,168 $61,854 $45,314 

  AccumulatedNet Book
December 31, 2024CostDepreciationValue
Land and buildings$9,067 $2,977 $6,090 
Computer equipment and software7,596 5,599 1,997 
Furniture and fixtures6,196 4,779 1,417 
Machinery and equipment68,104 38,088 30,016 
Leasehold improvements10,973 8,537 2,436 
 $101,936 $59,980 $41,956 

9. Intangible assets:
 AccumulatedIntangible
March 31, 2025CostAmortizationAssets, net
Patents and trademarks $19,887 $14,733 $5,154 
Technology 4,001 3,981 20 
Customer contracts11,384 11,384 — 
$35,272 $30,098 $5,174 
 
 AccumulatedIntangible
December 31, 2024CostAmortizationAssets, net
Patents and trademarks $19,136 $13,899 $5,237 
Technology 3,840 3,800 40 
Customer contracts10,926 10,926 — 
$33,902 $28,625 $5,277 

10. Accounts payable and accrued liabilities:
 March 31, 2025December 31, 2024
Trade accounts payable$65,351 $61,691 
Accrued payroll16,680 16,096 
Taxes payable6,501 6,146 
Deferred revenue4,595 4,190 
 $93,127 $88,123 
11

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)
(Expressed in thousands of United States dollars except share and per share amounts)
 Three months ended March 31, 2025 and 2024
11. Operating leases right-of-use assets and lease liabilities:

The Company has entered into various non-cancellable operating lease agreements primarily for its manufacturing facilities and offices. The Company's leases have lease terms expiring between 2025 and 2038. Many leases include one or more options to renew. The Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. The average remaining lease term is approximately six years and the present value of the outstanding operating lease liability was determined applying a weighted average discount rate of 3.0% based on incremental borrowing rates applicable in each location.
The components of lease cost are as follows:
Three months ended March 31,
20252024
Amortization of right-of-use assets$608 $676 
Interest125 156 
Total lease cost$733 $832 
The maturities of lease liabilities as at March 31, 2025 are as follows:
The remainder of 2025$2,088 
20262,645 
20272,585 
20282,324 
20292,005 
Thereafter10,204 
Total undiscounted cash flows21,851 
Less: imputed interest2,541 
Present value of operating lease liabilities19,310 
Less: current portion2,750 
Long-term operating lease liabilities$16,560 

12

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)
(Expressed in thousands of United States dollars except share and per share amounts)
 Three months ended March 31, 2025 and 2024
12. Long-term debt:
March 31, 2025December 31, 2024
Term loan facilities, net of debt issuance costs$29,000 $31,740 
Other bank financing390 374 
Capital lease obligations1,750 1,613 
Balance, end of period31,140 33,727 
Less: current portion13,225 14,660 
Long-term portion$17,915 $19,067 

Term loanMaturity dateInterest rateMarch 31, 2025December 31, 2024
EDCSeptember 15, 2026U.S. Prime Rate plus 2.01%$5,859 $6,836 
UniCredit - April 2021March 31, 20273-month Euribor plus 1.65%4,060 4,399 
UniCredit - May 2020May 31, 20253-month Euribor plus 1.60%279 534 
UniCredit - July 2020July 31, 20263-month Euribor plus 1.75%4,088 4,663 
Deutsche Bank - August 2020August 31, 20263-month Euribor plus 1.70%1,891 2,172 
Banca de Credito Cooperativo - November 2023December 31, 20283-month Euribor plus 1.75%2,015 2,058 
Deutsche Bank - November 2023September 30, 20293-month Euribor plus 1.90%6,275 6,352 
Rabobank - December 2023December 31, 20284.70%902 1,012 
UniCredit - January 2024December 31, 20283-month Euribor plus 1.52%3,631 3,714 
Term loan facilities, net of debt issuance costs$29,000 $31,740 

On December 13, 2021, the credit facility and non-revolving term facility with EDC were refinanced into one $20,000 term loan, with quarterly principal and interest payments. On May 31, 2024, the Company amended the loan agreement with EDC to permit the asset transfer of certain property, plant, and equipment previously pledged to the loan into Cespira, removal of Fuel System Solutions Inc. as a borrower, added Westport Fuel Systems Canada Inc. as a borrower and modified the securities pledged to the loan. The loan is secured by share pledges in the Company's equity interest in Cespira.

On May 20, 2020, and July 17, 2020, the Company entered into two Euro denominated loan agreements with UniCredit. There are no securities provided on the loans as the loans were made as part of the Italian government's COVID-19 Decreto Liquidità.

On August 11, 2020, the Company entered into a Euro denominated loan agreement with Deutsche Bank. There is no security provided on the loan as the loan was made as part of the Italian government’s COVID-19 Decreto Liquidità.

On October 9, 2018, and November 28, 2019, the Company entered into two Euro denominated loan agreements with UniCredit S.p.A. (“UniCredit”). On April 29, 2021, the Company and UniCredit amended the terms of these Euro denominated loan agreements to combine the facilities into one $8,803 loan facility, with quarterly principal and interest payments.

13

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)
(Expressed in thousands of United States dollars except share and per share amounts)
 Three months ended March 31, 2025 and 2024
12. Long-term debt (continued):

On November 28, 2023, the Company entered into a Euro denominated loan agreement with Banca de Credito Cooperativo with quarterly principal and interest payments. There is no security provided on the loan as the loan was made as part of the Italian government's guarantee program administered by the Servizi Assicurativi del Commercio Estero ("SACE").

On November 29, 2023, the Company entered into a Euro denominated loan agreement with Deutsche Bank with quarterly principal and interest payments. There is no security provided on the loan as the loan was made as part of the Italian government's SACE guarantee program.

On December 4, 2023, the Company entered into a Euro denominated loan agreement with Rabobank and principal and interest are paid monthly. The loan is secured by certain property owned by the Company.

On January 10, 2024, the Company entered into a Euro denominated loan agreement with UniCredit with quarterly principal and interest payments, and the first payment is due in 2025. There is no security provided on the loan as the loan was made as part of the Italian government's SACE guarantee program.

The Company has entered into interest rate swaps with Unicredit and Deutsche Bank, which are directly associated with the Unicredit (2020 and 2021), Deutsche Bank (2020), Deutsche Bank (2023) and UniCredit (2024) term loans. These interest rate swaps serve as a hedging mechanism against potential fluctuations in future interest rates ensuring stability in loan repayments. As of March 31, 2025, the Unicredit interest rate swaps have maturity dates ranging from 2025 to 2028 and a total notional value of $11,933. Additionally, the Deutsche Bank interest rate swaps have maturity dates ranging from 2026 and 2029, with a notional value of $8,083. The notional value of these interest rate swaps is adjusted concurrently with scheduled principal payments on the corresponding loans. These interest rate swaps have been designated as cash flow hedges and have been structured to be highly effective. As of March 31, 2025, the fair value of the interest rate swap assets were $189, which is included in other long-term assets (December 31, 2024 - $253). The fair value of the interest rate swap liabilities were $156, which was included in long-term debt (December 31, 2024 - $171).

Throughout the term of certain of these financing arrangements, the Company is required to meet certain financial and non-financial covenants. As of March 31, 2025, the Company is in compliance with all covenants under the financing arrangements.

The principal repayment schedule of long-term debt is as follows as at March 31, 2025:
Term loan facilitiesOther bank financingCapital lease obligationsTotal
Remainder of 2025$10,574 $130 $112 $10,816 
202610,788 130 672 11,590 
20273,692 130 405 4,227 
20282,920 — 355 3,275 
2029 and thereafter1,026 — 206 1,232 
$29,000 $390 $1,750 $31,140 

14

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)
(Expressed in thousands of United States dollars except share and per share amounts)
 Three months ended March 31, 2025 and 2024
13. Warranty liability:

A continuity of the warranty liability is as follows:
 March 31, 2025December 31, 2024
Balance, beginning of period$5,317 $8,506 
Warranty claims(523)(3,778)
Warranty accruals169 2,127 
Change in estimate413 883 
Impact of foreign exchange changes240 (583)
Transfer to Cespira— (1,838)
Balance, end of period5,616 5,317 
Less: current portion4,013 3,861 
Long-term portion$1,603 $1,456 

14. Share capital, stock options and other stock-based plans:

During the three months ended March 31, 2025, the Company issued 43,798 common shares, net of cancellations, upon exercises of share units (three months ended March 31, 2024 - 48,652 common shares). The Company issues shares from treasury to satisfy share unit exercises.

(a)    Share Units (“Units”):

The value assigned to issued Units and the amounts accrued are recorded as other equity instruments. As Units are exercised or vest and the underlying shares are issued from treasury of the Company, the value is reclassified to share capital.
 
During the three months ended March 31, 2025, the Company recognized $285 (three months ended March 31, 2024 - $409) of stock-based compensation associated with the Westport Omnibus Plan. The Westport Omnibus Plan aims to advance the Company's interests by encouraging employees, consultants and non-employee directors to receive equity-based compensation and incentives. The plan outlines the stock-based options types, eligibility and vesting terms.

A continuity of the Units issued under the Westport Omnibus Plan are as follows:
 Three months ended March 31, 2025Three months ended March 31, 2024
 Number of
Units
Weighted
average
grant
date fair
value
(CDN $)
Number of
Units
Weighted
average
grant
date fair
value
(CDN $)
Outstanding, beginning of period524,322 $11.75 478,643 $15.68 
Granted— — 50,000 9.31 
Vested and exercised(43,798)19.76 (48,652)24.08 
Forfeited/expired(73,069)12.77 (38,406)26.07 
Outstanding, end of period407,455 $10.67 441,585 $13.56 
Units outstanding and exercisable, end of period1,189 $26.82 17,915 $9.92 

15

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)
(Expressed in thousands of United States dollars except share and per share amounts)
 Three months ended March 31, 2025 and 2024
14. Share capital, stock options and other stock-based plans (continued):

During the three months ended March 31, 2025, nil share units were granted to certain employees and directors (three months ended March 31, 2024 - 50,000). This included nil Restricted Share Units (“RSUs”) (three months ended March 31, 2024 - 50,000), nil Performance Share Units (“PSUs”) (three months ended March 31, 2024 - nil), and nil Deferred Share Units ("DSUs") (three months ended March 31, 2024 - nil).

Values of PSUs are determined using the Monte–Carlo Simulation Model. RSUs typically vest over a three-year period so the actual value received by the individual depends on the share price on the day such RSUs are settled for common shares, not the date of grant. Vesting of DSUs shall occur immediately prior to the resignation, retirement or termination of directorship, in accordance with the terms of Westport's Omnibus Plan.
As at March 31, 2025, $713 of compensation expense related to Units awarded has yet to be recognized in results from operations and will be recognized ratably over 1.4 years.

(b)    Aggregate intrinsic values:

The aggregate intrinsic value of the Company’s share units at March 31, 2025 as follows:
 March 31, 2025
(CDN $)
Share units:
Outstanding$2,202 
Exercisable
Exercised237 
(c)    Stock-based compensation:

Stock-based compensation associated with the Unit plans is included in operating expenses as follows:
Three Months Ended March 31,
 20252024
Cost of revenue$— $41 
Research and development13 110 
General and administrative247 199 
Sales and marketing25 59 
 $285 $409 
Of the stock-based compensation expense recognized in the three months ended March 31, 2025, $212 will settle in shares and $73 will settle in cash (three months ended March 31, 2024 - $331 and $78, respectively).

16

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)
(Expressed in thousands of United States dollars except share and per share amounts)
 Three months ended March 31, 2025 and 2024
15. Related party transactions:

The Company's related parties are Cespira, Minda Westport Technologies Limited ("MWTL"), directors, officers and shareholders that own more than 10% of the Company's shares.

The Company engages in transactions with Cespira primarily through the provision of services and the sale of inventory under the transitional services agreement and cross-charges.
The Company engages in transactions with MWTL primarily through the sale of inventory.

Sales of goods, services and other incomeInventory purchased, services and other expenses
Three months ended March 31,
2025202420252024
Cespira$5,559 $— $610 $— 
MWTL1,319 2,081 101 57 
Receivables (note 5)Payables
March 31,December 31,March 31,December 31,
2025202420252024
Cespira$5,231 $4,973 $1,603 $1,137 
MWTL2,734 2,550 25 48 
Total$7,965 $7,523 $1,628 $1,185 

16. Commitments and contingencies:

(a)    Contractual commitments

The Company is a party to a variety of agreements in the ordinary course of business under which it is obligated to indemnify a third party with respect to certain matters. Typically, these obligations arise as a result of contracts for sale of the Company’s product to customers where the Company provides indemnification against losses arising from matters such as product liabilities. The potential impact on the Company’s financial results is not subject to reasonable estimation because considerable uncertainty exists as to whether claims will be made and the final outcome of potential claims. To date, the Company has not incurred significant costs related to these types of indemnifications.

(b)     Contingencies

The Company is engaged in certain legal actions and tax audits in the ordinary course of business and believes that, based on the information currently available, the ultimate outcome of these actions will not have a material adverse effect on our operating results, liquidity or financial position.
17

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)
(Expressed in thousands of United States dollars except share and per share amounts)
 Three months ended March 31, 2025 and 2024
17. Segment information:

The Company now reports its results in the following four reportable segments: Light-Duty, High-Pressure Controls & Systems, Heavy-Duty OEM, and Cespira. The prior year comparatives were recast to reflect this change in reportable segments.

Segment earnings or losses before income taxes, interest, depreciation, and amortization ("Segment EBITDA") is the measure of segment profitability used by the Company. The accounting policies of our reportable segments are the same as those applied in our consolidated financial statements. Management prepared the financial results of the Company's reportable segments on basis that is consistent with the manner in which Management internally disaggregates financial information to assist in making internal operating decisions. Certain common costs and expenses were allocated among segments and presented differently than the Company would for stand-alone financial information prepared in accordance with GAAP. These include certain costs and expenses of shared services, such as IT, human resources, legal, finance and supply chain management. Segment EBITDA is not defined under US GAAP and may not be comparable to similarly titled measures used by other companies and should not be considered a substitute for net earnings or other results reported in accordance with GAAP.

The Company's Chief Operating Decision Maker ("CODM") uses Segment EBITDA disclosed below to evaluate the performance of its reportable segments. The Company believes Segment EBITDA is most reflective of the operational profitability or loss of its reportable segments. The CODM uses this information to drive decisions and resource allocations. Segment EBITDA is used as the key profitability measure when the Company sets its annual budget.


18

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)
(Expressed in thousands of United States dollars except share and per share amounts)
 Three months ended March 31, 2025 and 2024
17. Segment information (continued):

Financial information by business segment as follows:

Three months ended March 31, 2025
Light-DutyHigh-Pressure Controls & SystemsHeavy-Duty OEMCespiraTotal Segment
Revenue$64,168 $1,354 $5,433 $16,676 $87,631 
Cost of revenue50,130 1,164 4,436 16,230 71,960 
Gross profit14,038 190 997 446 15,671 
Operating expenses:
Research & development2,976 965 111 3,089 7,141 
General & administrative4,074 319 65 2,698 7,156 
Sales & marketing2,302 140 20 291 2,753 
Depreciation & amortization637 51 — 730 1,418 
9,989 1,475 196 6,808 18,468 
Equity income85 — — — 85 
Add back: Depreciation & amortization1
1,742 136 — 1,620 3,498 
Segment EBITDA$5,876 $(1,149)$801 $(4,742)$786 

Three months ended March 31, 2024
Light-DutyHigh-Pressure Controls & SystemsHeavy-Duty OEMTotal Segment
Revenue$63,230 $2,403 $11,941 $77,574 
Cost of revenue50,876 1,966 13,009 65,851 
Gross profit12,354 437 (1,068)11,723 
Operating expenses:
Research & development3,578 1,282 2,806 7,666 
General & administrative3,682 193 1,763 5,638 
Sales & marketing2,130 266 498 2,894 
Depreciation & amortization667 60 117 844 
10,057 1,801 5,184 17,042 
Equity income31 — — 31 
Add back: Depreciation & amortization1
1,549 108 1,391 3,048 
Segment EBITDA$3,877 $(1,256)$(4,861)$(2,240)


19

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)
(Expressed in thousands of United States dollars except share and per share amounts)
 Three months ended March 31, 2025 and 2024
17. Segment information (continued):
Reconciliations of reportable segment financial information to consolidated statement of operations:
Three months ended March 31, 2025
Total SegmentLess: CespiraAdd: Corporate & unallocatedTotal Consolidated
Revenue$87,631 $16,676 $— $70,955 
Cost of revenue71,960 16,230 — 55,730 
Gross profit15,671 446 — 15,225 
Operating expenses:
Research & development7,141 3,089 — 4,052 
General & administrative7,156 2,698 1,939 6,397 
Sales & marketing2,753 291 296 2,758 
Depreciation & amortization1,418 730 52 740 
18,468 6,808 2,287 13,947 
Equity income (loss)85 — (3,884)(3,799)
Three months ended March 31, 2024
Total SegmentAdd: Corporate & unallocatedTotal Consolidated
Revenue$77,574 $— $77,574 
Cost of revenue65,851 — 65,851 
Gross profit11,723 — 11,723 
Operating expenses:
Research & development7,666 27 7,693 
General & administrative5,638 4,715 10,353 
Sales & marketing2,894 393 3,287 
Depreciation & amortization844 199 1,043 
17,042 5,334 22,376 
Equity income31 — 31 

Reconciliation of Segment EBITDA to Loss before income taxesThree months ended March 31,
20252024
Total Segment EBITDA$786 $(2,240)
Adjustments:
Depreciation & amortization1
1,930 3,048 
Cespira's Segment EBITDA(4,742)— 
Cespira's equity loss (note 7)3,884 — 
Corporate and unallocated operating expenses2,235 5,334 
Foreign exchange (gain) loss(456)1,820 
Interest on long-term debt676 812 
Interest and other income, net of bank charges(869)(341)
Loss before income taxes$(1,872)$(12,913)
1Depreciation and amortization expenses used in computation for Segment EBITDA and reconciliation to consolidated loss before income taxes are included in cost of revenue and operating expenses on our statement of operations and comprehensive income (loss).
20

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)
(Expressed in thousands of United States dollars except share and per share amounts)
 Three months ended March 31, 2025 and 2024
17. Segment information (continued):

March 31,March 31,
Total additions to long-lived assets, excluding business combinations20252024
Light-Duty$2,569 $4,149 
High-Pressure Controls & Systems558 446 
Heavy-Duty OEM— 298 
Corporate and unallocated15 — 
Total consolidated$3,142 $4,893 

Cespira's total additions to long-lived assets, excluding business combinations for the three months ended March 31, 2025 was $1,249.

Revenues are attributable to geographical regions based on the location of the Company’s customers and are presented as a percentage of the Company's revenues, as follows:
% of total revenue
Three months ended March 31,
 20252024
Europe71 %67 %
Asia%11 %
Americas15 %13 %
Africa%%
Other%%

The measure of segment assets evaluated by the CODM are total assets as reported on the consolidated balance sheet. Total assets are allocated as follows:
Total assets by segment
March 31, 2025December 31, 2024
Light-Duty$215,419 $202,820 
High-Pressure Controls & Systems9,076 8,411 
Heavy-Duty OEM11,351 9,138 
Corporate & unallocated59,399 71,252 
Total consolidated assets$295,245 $291,621 

21

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)
(Expressed in thousands of United States dollars except share and per share amounts)
 Three months ended March 31, 2025 and 2024
18. Financial instruments:

Financial management risk

The Company has exposure to liquidity risk, credit risk, foreign currency risk and interest rate risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due. The Company has a history of losses and negative cash flows from operations since inception. At March 31, 2025, the Company has $32,637 of cash and cash equivalents, including $105 in restricted cash.
 
The following are the contractual maturities of financial obligations as at March 31, 2025:
Carrying
amount
Contractual
cash flows
< 1 year1-3 years4-5 years>5 years
Accounts payable and accrued liabilities$93,127 $93,127 $93,127 $— $— $— 
Term loan facilities (note 12)29,000 30,905 15,895 11,536 3,474 — 
Other bank financing (note 12)390 394 134 130 130 — 
Capital lease obligations (note 12)1,750 1,750 481 1,114 155 
Operating lease obligations (note 11)19,310 21,852 2,088 5,231 4,330 10,203 
 $143,577 $148,028 $111,725 $18,011 $8,089 $10,203 

Fair value of financial instruments

As at March 31, 2025, cash and cash equivalents are measured at fair value on a recurring basis and are included in Level 1.

The carrying amounts reported in the unaudited condensed consolidated interim balance sheets for accounts receivable, and accounts payable and accrued liabilities approximate their fair values due to the short-term period to maturity of these instruments.

The long-term investments represent the Company's interests in Cespira, MWTL, and other investments. Cespira and MWTL are accounted for using the equity method. Other investments are accounted for at fair value.
 
The carrying values reported in the condensed consolidated interim balance sheets for obligations under capital and operating leases, which are based upon discounted cash flows, approximate their fair values.

The carrying values of the term loan facilities, and other bank financing included in the long-term debt (note 12) are carried at amortized cost, which approximate their respective fair values as at March 31, 2025. The interest rate swaps (note 12) are accounted for at fair value using quoted market prices.
22

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)
(Expressed in thousands of United States dollars except share and per share amounts)
 Three months ended March 31, 2025 and 2024
18. Financial Instruments (continued):

The Company categorizes its fair value measurements for items measured at fair value on a recurring basis into three categories as follows:
 Level 1 –Unadjusted quoted prices in active markets for identical assets or liabilities.
   
 Level 2 –Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
   
 Level 3 –Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
 
When available, the Company uses quoted market prices to determine fair value and classify such items in Level 1. When necessary, Level 2 valuations are performed based on quoted market prices for similar instruments in active markets and/or model–derived valuations with inputs that are observable in active markets. Level 3 valuations are undertaken in the absence of reliable Level 1 or Level 2 information. 

23