獨立註冊公共會計師事務所報告
致 vision marine technologies Inc. 的董事會和股東,
對於基本報表的意見
我們已審計 vision marine technologies Inc.(以下簡稱“公司”)截至2024年8月31日的合併財務狀況表,以及截至2024年8月31日的年度相關合並全面虧損、股權變動(赤字)和現金流量表,以及相關附註(統稱爲“基本報表”)。我們認爲,上述合併基本報表在所有重要方面公正地反映了公司截至2024年8月31日的財務狀況,以及截至2024年8月31日的運營結果和現金流,符合國際財務報告準則(IFRS),該準則由國際會計準則委員會發布。vision marine technologies Inc.截至2023年和2022年的合併基本報表已由其他核數師審計,審計報告日期爲2023年11月27日,表達了對此等報表的無保留意見。
經營概念
隨附的合併基本報表是基於公司將持續經營的假設編制的。如基本報表附註2中所述,公司可用的現金和營運資金有限,遭受了反覆虧損,尚未實現盈利運營,並且累積赤字,已表明存在重大疑慮,關於公司持續經營的能力。管理層對此事項的計劃在附註2中討論。合併基本報表不包括任何可能因這一不確定性結果而導致的調整。
意見基礎
這些合併基本報表由公司的管理層負責。我們的責任是基於我們的審計對公司的合併基本報表表達意見。我們是一家在美國公共公司會計監督委員會(PCAOB)註冊的公共會計師事務所,按照美國聯邦證券法和證券交易委員會及PCAOB的相關規則和規章,必須對公司保持獨立。
我們按照PCAOB的標準進行了審計。這些標準要求我們計劃並執行審計,以獲得關於合併基本報表是否不存在重大錯報(無論是由於錯誤或欺詐)的合理保證。公司沒有要求進行內部財務報告控制的審計,我們也沒有接受該審計任務。作爲審計的一部分,我們需要了解內部財務報告控制,但不是爲了表達關於公司內部財務報告控制有效性的意見。因此,我們不發表此類意見。
我們的審計包括執行程序以評估合併 基本報表 的重大錯報風險,不論是由於錯誤還是欺詐,並執行響應這些風險的程序。這些程序包括在測試基礎上檢查有關合並 基本報表 中金額和披露的證據。我們的審計還包括評估使用的會計原則和管理層做出的重大估計,以及評估合併 基本報表 的整體表現。我們認爲我們的審計提供了一個合理的依據來支持我們的意見。
M&k CPAS, PLLC
自2024年起,我們一直擔任該公司的核數師
The Woodlands, TX
2024年12月2日
PCAOb ID #2738
F-2
獨立註冊會計師事務所的報告
致股東及董事會
vision marine technologies公司。
對基本報表的看法
我們已審核截至2023年8月31日的公司合併財務狀況表 Vision Marine Technologies Inc. (以下稱爲“公司”)截至2023年8月31日的合併財務狀況表,相關的合併股東權益(赤字)、綜合損失和現金流量變化表,以及截至2023年8月31日的兩年期間的相關附註[統稱爲“合併基本報表”]。我們認爲,合併基本報表在所有重大方面公正地反映了公司截至2023年8月31日的財務狀況,以及截至2023年8月31日的兩年期間的經營成果和現金流量,並符合國際財務報告準則(“IFRS”),該準則由國際會計準則委員會發布。
公司的持續經營能力
附帶的合併基本報表是基於公司將繼續作爲一個持續經營實體的假設編制的。如基本報表的註釋2所述,公司在運營中遭受重複虧損,並表示對公司能否繼續作爲一個持續經營實體存在重大疑慮。管理層對事件和情況的評估以及管理層在這些事項上的計劃也在註釋2中進行了描述。合併基本報表未包含可能由於這些不確定性結果而導致的任何調整。
意見基礎
這些基本報表是公司的管理層的責任。我們的責任是基於我們的審計對公司的基本報表發表意見。我們是一家註冊於美國上市公司會計監管委員會(“PCAOB”)的公共會計師事務所,必須根據美國聯邦證券法及證券交易委員會和PCAOB的相關規則和法規對公司保持獨立。
我們按照PCAOb的標準進行了審計。這些標準要求我們計劃並執行審計,以獲得對財務報表是否不存在重大差錯(錯誤或舞弊)的合理保證。公司無需進行內部財務報告控制的審計,我們也未受託進行該審計。在我們的審計過程中,我們需要瞭解內部財務報告控制,但不是為了對公司的內部財務報告控制有效性發表意見。因此,我們對此不表達意見。
我們的審計工作包括進行程序來評估基本報表的重大錯誤風險,無論是由於錯誤還是欺詐,並進行應對這些風險的程序。 此類程序包括以抽樣方式檢查有關基本報表中金額和披露的證據。 我們的審計還包括評估管理層所使用的會計原則和重大估計,以及評估基本報表的整體呈現。 我們相信我們的審計為我們的意見提供了合理的基礎。
/s/安永聯合會計師事務所
我們自2021年至2023年擔任公司的核數師。
加拿大蒙特利爾
2023年11月27日,除註釋2中描述的拆股並股的影響外,該日期爲2024年12月2日。
F-3
vision marine technologies公司。
所得稅 $408 $712 $1,860 $1,890 360 % 163 %資產負債表
【存在關注不確定性 - 請參見注釋2】
截至8月31日
2024 | 2023 | |||
| $ |
| $ | |
資產 |
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當前 |
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現金 | |
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交易及其他應收款項 [註釋6] | |
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所得稅應收款 | | | ||
存貨 [注7] | |
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預付款項 [注7] | |
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可收取的贈款和投資稅收抵免 [注22] | — |
| — | |
股份認購應收款 [注18] | |
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對關聯方的預付款 [注 18] | — |
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總流動資產 | |
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租賃資產[注 9] | |
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房屋和設備 [註釋 10] | |
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無形資產 [註釋 11] | |
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遞延所得稅 [註釋 24] | |
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商譽 [注 5] | — |
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其他金融資產 | |
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總資產 | |
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負債和股東權益 |
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當前 |
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信用設施 [註釋12] | — | | ||
交易及其他應付款項 [註釋13和18] | |
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冗餘合同準備 | | | ||
合同負債 [備註 14] | |
| | |
與關聯方的預付款 [備註 18] | |
| — | |
租賃負債的當前部分 [註釋15] | |
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長期負債的流動部分 [註釋16] | |
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其他金融負債 | — |
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總流動負債 | |
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租賃負債 [注 15] | |
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長期負債[注 16] | |
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衍生貨幣負債 [注17] | | | ||
遞延所得稅 [注23] | — |
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總負債 | |
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股東權益 |
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股本 [注19] | |
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實繳資本 [注20] | |
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累計其他綜合收益 | |
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虧損 | ( |
| ( | |
股東權益合計 | |
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詳見附註
F-4
vision marine technologies公司。
合併權益(赤字)變動表
【存在關注不確定性 - 請參見注釋2】
截至8月31日的年度
累計 |
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其他 |
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已繳資本 | 綜合 |
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普通股 | 預資助warrants | 盈餘 | 虧損 | 淨利潤 | 總計 | |||||||||||
| Units |
| $ |
| Units |
| $ |
| $ |
| $ |
| $ |
| $ | |
截至2021年8月31日的股東權益 |
| | | — | — |
| |
| ( |
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綜合損失總額 |
| — | — | — | — |
| — |
| ( |
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| ( | |||
證券發行,扣除交易成本後 |
| | | — | — |
| — |
| — |
| — |
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基於股份的補償 [注20] |
| — | — | — | — |
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| — |
| — |
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截至2022年8月31日的股東權益 |
| | | — | — |
| |
| ( |
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綜合損失總額 |
| — | — | — | — |
| — |
| ( |
| |
| ( | |||
證券發行 – 期權行使 | | | — | — | ( | — | — | | ||||||||
證券發行,扣除交易成本$ |
| | | — | — |
| — |
| — |
| — |
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基於股份的補償 [注20] |
| — | — | — | — |
| |
| — |
| — |
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截至2023年8月31日的股東權益 | | | — | — | | ( | | | ||||||||
綜合損失總額 | — | — | — | — | — | ( | | ( | ||||||||
證券發行 - 優先股轉換 | | | — | — | — | — | — | | ||||||||
證券發行 – 期權交換 | | | | — | — | — | | |||||||||
證券發行,扣除交易成本$ | | | — | — | — | — | — | | ||||||||
基於股份的補償 - warrants [註釋 20] | — | — | — | — | | — | — | | ||||||||
基於分享的補償 - 股票期權 [註釋 20] | — | — | — | — | | — | — | | ||||||||
截至2024年8月31日,股東權益 |
| | | | |
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| ( |
| |
| |
詳見附註
F-5
vision marine technologies公司。
綜合損益表
【存在關注不確定性 - 請參見注釋2】
截至8月31日的年度
|
| 2024 |
| 2023 |
| 2022 |
| $ | $ | $ | |||
收入[注21] | |
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銷售成本 [注7] | |
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毛利潤 | |
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費用 |
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研發費用 [注18] | |
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辦公室工資和福利 [注18] | |
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銷售和營銷費用 | |
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專業費用 | |
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辦公和一般費用 | |
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基於股份的補償 [註釋 20] | |
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債券減值損失 [註釋 8] | — | | — | |||
折舊和攤銷 | |
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商譽減值損失 [注 5] | | — | — | |||
子公司脫離合並取得的收益 [註釋30] | ( | — | — | |||
淨財務(收入)費用 [註釋23] | ( |
| ( |
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其他收益 | |
| ( |
| ( | |
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稅前虧損 | ( |
| ( |
| ( | |
所得稅 [注24] |
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當前稅費支出(收回) | |
| ( |
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遞延稅款費用(收回) | ( |
| ( |
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( |
| ( |
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本期淨虧損 | ( |
| ( |
| ( | |
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將隨後重新分類爲收入的綜合收益項目: |
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外幣財務報告翻譯差異,稅後淨額 | |
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其他綜合收益,扣除稅費 | |
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本年度綜合虧損總額,稅後淨額 | ( |
| ( |
| ( | |
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加權平均每股流通量 | |
| |
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每股基本和攤薄虧損 | ( |
| ( |
| ( |
詳見附註
F-6
vision marine technologies公司。
合併現金流量表
【存在關注不確定性 - 請參見注釋2】
截至8月31日的年度
| 2024 |
| 2023 |
| 2022 | |
| $ | $ | $ | |||
經營活動 |
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淨虧損 | ( |
| ( |
| ( | |
折舊費 | |
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長期債務和租賃負債的增值 | |
| |
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基於股票的補償 – 期權和warrants | |
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爲服務發行的股份 | |
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可轉債的淨虧損 | — |
| |
| | |
商譽減值損失 [注 5] | | — | — | |||
交易成本 – 優先股 [注17] | | — | — | |||
處置固定資產和設備的損失 | | | — | |||
收到的利息收入 | — |
| — |
| | |
所得稅費用 | ( |
| ( |
| | |
支付的所得稅 | ( |
| ( |
| ( | |
恢復的所得稅 | |
| — |
| — | |
衍生負債獲利 | ( | ( | — | |||
證券交易損失 | — | — | ||||
warrant重新定價損失 | — | — | ||||
子公司脫離合並取得的收益 [註釋30] | ( | — | — | |||
租賃終止收益 | ( |
| ( |
| ( | |
匯率波動的影響 | ( |
| |
| | |
( |
| ( |
| ( | ||
非現金營運工作資本項的淨變化 |
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應收賬款及其他 | |
| ( |
| ( | |
對沉重合同的準備金 | — | | — | |||
存貨 | ( |
| ( |
| ( | |
應收的贈款和投資稅收信貸 | — |
| |
| ( | |
其他金融資產 | |
| |
| ( | |
預付費用 | ( |
| |
| ( | |
應付賬款及其他 | |
| |
| | |
合同責任 | ( |
| |
| | |
其他金融負債 | ( |
| ( |
| ( | |
經營活動使用的現金 | ( |
| ( |
| ( | |
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| ||
投資活動 |
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| |
子公司出售的收益 [註釋30] | |
| — |
| — | |
新增資產和設備 | ( |
| ( |
| ( | |
處置房地產和設備的收益 | |
| |
| | |
無形資產的增加 | ( |
| — |
| ( | |
投資活動產生的現金流量淨額 | |
| ( |
| ( | |
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籌資活動 |
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信用額度的增加(減少) | ( |
| |
| — | |
長期負債的增加 | |
| |
| | |
償還長期債務 | ( |
| ( |
| ( | |
來自關聯方的預付款 | |
| — |
| | |
可轉換優先股和warrants的發行 [注17] | |
| — |
| — | |
投票普通股和warrants的發行 - 扣除交易費用後 [註釋19] | |
| |
| — | |
期權轉化後發行的股份 | — |
| |
| | |
償還租賃負債 | ( |
| ( |
| ( | |
融資活動產生的現金流量淨額 | |
| |
| ( | |
年內現金淨減少 | ( |
| ( |
| ( | |
年初現金餘額 | |
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年末現金餘額 | |
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詳見附註
F-7
1. 成立和業務性質
vision marine technologies 公司成立於2012年8月29日,其主要業務是製造、銷售或出租電動船隻。公司的普通股票以「VMAR」作爲納斯達克的交易標的。
公司成立於加拿大,總部和註冊辦公室位於魁北克省博伊布蘭德市Curé-Boivin大道730號,J7G 2A7。
業務季節性
公司的運營業績通常會因爲一般經濟狀況和季節性波動等原因而在每個可以報告的部門有所不同。這意味着公司一個季度的業績不一定代表公司未來季度的表現。
電動船的銷售
電動船銷售部門的運營具有季節性特點。大多數客戶是在公司意圖在夏季期間使用他們的電動船,這個期間通常從六月初到八月下旬,對應公司財年的第四季度。因此,該運營部門的收入會根據船隻交付的水平而波動,在第四季度和第一季度分別達到高峰和低谷。
電動船出租
電動船出租部門所產生的收入也具有季節性特點。船隻出租作爲一項活動,在天氣較爲溫和時受客戶青睞,這通常發生在五月到八月期間。在任何給定年份中出現比預期更冷或更多降雨的夏季可能會影響該部門的收入,進而影響其盈利能力。會員費收入不受季節性影響,因爲會員費通常是按年度收取的。
2.準備基礎和存在不確定性的延續
遵守IFRS
這些合併基本報表已按照國際財務報告準則[「IFRS」] ,由國際會計準則委員會頒佈的國際財務報告解讀委員會[「IFRIC」]於2024年8月31日生效的解釋進行編制。
董事會於2024年12月2日授權發佈合併基本報表。
持續經營的不確定性
截至2024年8月31日,公司現金爲$
F-8
公司正在評估幾種不同的策略,並積極採取預計將提高其流動性狀況的行動,包括但不限於尋求額外的成本節約措施以及通過發行股權證券尋求來自公共和私人市場的額外融資。在截至2024年8月31日的年度中,公司能夠通過發行股份籌集淨收益爲$
附帶的合併基本報表是基於持續經營的假設編制的,該假設認爲公司將在可預見的未來繼續其業務,並能夠實現其資產並在正常業務過程中履行其負債和承諾。這些截至及至2024年8月31日的合併基本報表不包括如果不適合持續經營基礎而可能需要的對資產、負債和報告費用的賬面金額和分類的任何調整。此類調整可能是重要的。
合併基礎
合併財務報表包括公司的帳戶和其控制的子公司。當公司對子公司擁有控制權時,控制關係成立。當公司在與子公司的關係中面臨或擁有變量回報的權利,並且能夠利用其權力影響其回報時,公司就對子公司擁有控制權。公司控制的子公司自收購生效之日起至處置或失去控制權的生效日期爲止被合併。
截至報告期末,公司重要子公司的詳細信息如下。
子公司名稱 |
|
|
| 國家 |
| 比例 |
7858078 加拿大公司 | 擁有一個電動船隻租賃中心 | 加拿大 | ||||
Eb Rental, Ltd. | 經營一個電動船租賃中心 | 美國 | ||||
Eb Rental Ventura corp. | 經營一個電動船租賃中心 | 美國 | ||||
Eb Rental FL corp. | 經營一個電動船租賃中心 | 美國 | ||||
EBR棕櫚灘公司 | 經營一個電動船租賃中心 | 美國 | ||||
vision marine technologies corp. | 運營電動船服務中心 | 美國 |
在2024年4月25日,公司處置了其
按照美國公認會計原則編制財務報表需要管理層進行影響報告和披露信息的估計和判斷。實際結果可能與這些估計有所不同。本公司在持續評估其估計和判斷與歷史經驗和預期趨勢相比的同時,還有不斷進行這些估計和判斷。
按照國際財務報告準則編制基本報表要求管理層做出影響基本報表資產和負債報告金額以及在報告期內收入和費用報告金額的判斷、估計和假設。儘管這些估計是基於管理層對金額、事件或行動的最佳知識,但實際結果最終可能與這些估計有所不同。 與合併基本報表相關的估計顯著的領域在第4條中披露。
拆股並股
在2024年8月22日,公司實施了拆股並股,每股合併爲
F-9
3. 重要會計政策
現金及現金等價物
現金及現金等價物包括手頭現金、交銀行看漲的存款、原始期限三個月或三個月以內的其他開空期高流動性投資。
應收賬款及其他
應收貿易賬款最初按公允價值確認,隨後使用有效利率方法以攤銷成本計量,減除預期信用損失準備金。通常,應收貿易賬款在30天內到期結算。
公司採用了簡化方法來衡量預期信用損失,使用終身預期損失準備金。爲了衡量預期信用損失,應收貿易賬款已根據逾期天數分組。
其他應收款按攤銷成本減去預期信用損失準備金確認。
存貨
存貨以成本和淨變現價值中較低的金額計量。原材料按先進先出法估值。在製品和成品的成本包括直接材料和交貨成本、直接人工、進口稅費和其他稅費,以及根據正常運營能力的可變和固定間接支出的適當比例。購買的庫存的成本在扣除收到或應收的折扣和折讓後確定。
淨變現價值是在日常業務活動中估計的銷售價格減去完成成本和必要的銷售費用。
補助金和投資稅收抵免
只要可以合理保證會收到補助款並遵守所有附加條件,就可以確認政府補助。當補助涉及支出項目時,將按系統性原則在相關成本支出期間內確定爲收入,以彌補原本支出的成本。如果保留政府補助取決於公司滿足某些標準,那麼將最初確認爲遞延收入。當滿足保留標準後,遞延收入餘額將釋放給綜合損益表或與購買資產抵消。
租賃
使用權資產
公司在租賃開始日期[即基礎資產可供使用的日期]確認租賃資產。租賃資產按成本計量,扣除任何累計折舊和減值損失,並根據租賃負債的重新測量進行調整。租賃資產的成本包括確認的租賃負債金額,初始直接成本,以及在租賃開始日期或之前支付的租金減去獲得的任何租賃激勵。除非公司有相當把握在租賃期結束時獲得租賃資產的所有權,否則確認的租賃資產將按照其預計使用壽命和租賃期限中較短的期限進行直線折舊,爲期
F-10
租賃負債
在租賃開始日期,公司確認租賃負債,其金額爲租賃期內應付租賃支付的現值。租賃支付包括固定支付[包括實質上固定支付]減去可收到的租賃激勵和取決於指數或利率的變量租賃支付。租賃支付還包括公司合理確定會行使的購買期權的行使價格,以及終止租賃需支付的罰款,如果租賃期反映公司行使了終止選項。與不依賴於指數或利率的變量租賃支付在觸發支付事件或條件發生的期間確認爲費用。在計算租賃支付現值時,如果租賃中的隱含利率不容易確定,則公司在租賃開始日期使用增量借貸利率。在租賃開始日期之後,租賃負債金額將增加以反映利息增加,並按租賃支付減少。利息增加記錄爲財務成本中的利息費用。此外,如果發生修改、租賃期限變更、實質上固定租賃支付變更或對購買標的資產的評估變更,則將重新計量租賃負債的賬面金額。
短租賃和低價值資產的租賃
公司將短期租賃承認豁免應用於租期在起始日起12個月或更短,且不包含購買選擇權的短期租賃。它還將低值資產租賃承認豁免應用於被視爲低值資產[即,低於5,000美元]的辦公設備的租賃。短期租賃和低值資產租賃的租金按租賃期內的直線法確認爲費用。截至2024年8月31日,低值資產租賃的費用微不足道。
物業及設備
資產和設備以減去累計折舊和累計減值損失的成本列示。成本包括直接歸因於資產取得的支出。
折舊是記錄的用於認可資產成本在其預期壽命內。預期壽命和折舊方法在每個報告期結束時進行審核,任何估計變更的影響將被前瞻性地納入考慮。
資產類型 |
| 方法 |
| 利率 |
計算機設備 |
| 遞減餘額法 |
| |
機械和設備 |
| 遞減餘額法 |
| |
機車車廂 |
| 遞減餘額法 |
| |
租賃改良 |
| 直線法 |
| 在租賃期內 |
船隻租賃艦隊 |
| 直線法 |
| |
模具 |
| 直線法 |
|
任何財產和設備項目在處置或不再預期從資產的繼續使用中產生未來經濟利益時將被取消確認。處置或退役資產產生的利潤或虧損的差額確定爲出售款項和收益與資產賬面價值之間的差額,並在損益中確認。
無法改善或延長壽命的維修和保養成本將在發生成本的期間確認爲盈利或虧損。
F-11
無形資產和商譽
研究活動的支出在發生時計入淨收益。
開發支出僅在支出能夠可靠計量、產品或工藝在技術上和商業上可行、未來經濟效益可能且公司有意願並有足夠資源完成開發並使用或賣出該資產的情況下資本化。否則,它在發生時計入淨收益。公司沒有資本化任何開發成本。當獲得政府贈款和所得稅抵免時,公司將收入計入淨損失,抵消相關費用,或在與資本化開發支出相關時作爲成本的減少。
企業合併產生的商譽在公司獲得的可單獨識別的資產的公允價值和公司承擔的負債低於支付的對價[包括已確認的非控股權益金額(如有)]時初步確認。如果轉移的對價的公允價值低於可單獨識別的資產和負債的公允價值,公司立即將差額在綜合損失聲明中確認作爲收益。
其他無形資產,包括知識產權、軟件、商標、訂單積壓和具有有限使用壽命的網站,按成本減去累計攤銷和累計減值損失進行計量。
攤銷是基於資產成本減去其殘值計算的。攤銷在可供使用的日期從無形資產的估計使用壽命中按直線法在淨收益中確認。估計的使用壽命如下:
資產類型 |
| 方法 |
| 利率 |
知識產權 |
| 直線法 |
| |
軟件 |
| 直線法 |
| |
交易名稱 |
| 直線法 |
| |
積壓訂單 |
| 直線法 |
| |
網站 |
| 直線法 |
|
在每個報告日,攤銷方法、有效使用壽命和殘值都會進行審核,並在適當時進行調整。
非金融資產減值
非金融資產,除商譽外
在每個報告期結束時,公司會審查其非金融資產的賬面價值,除了商譽,以判斷是否存在任何減值跡象。如果存在任何此類跡象,則會估計該資產的可回收金額。如果無法估計單項資產的可回收金額,則將資產組合成產生現金流入且大部分獨立於其他資產或資產組現金流入的最小資產組[即「現金產生單元」或「CGU」]。
可回收金額爲公允價值減去出售成本與使用價值中的較大者。在評估使用價值時,估計未來現金流的現值是通過折現率來折現,該折現率反映了當前市場對資金時間價值和與資產或CGU相關的特定風險的評估。如果資產或CGU的可回收金額低於其賬面價值,則將賬面價值降低至其可回收金額。減值損失立即在綜合損失的合併報表中確認。
如果減值損失隨後被逆轉,則資產或CGU的賬面價值增加到修訂後的可回收金額,但前提是賬面價值不會超過在未確認減值損失的情況下應確定的賬面價值。減值損失的逆轉會立即在綜合損失的合併報表中確認。
F-12
商譽
在初始確認後,商譽按成本減去任何累計減值損失進行計量。爲了進行減值測試,商譽分配給公司每個預計會從合併的協同效應中受益的現金生成單位(CGU)[或CGU組]。已分配商譽的CGU每年進行一次減值測試,或在有跡象表明該CGU可能減值時更頻繁地測試。如果CGU的可回收金額低於其賬面金額,則減值損失首先分配以減少分配給CGU的商譽,然後按比例減少CGU中其他資產的賬面金額。任何減值損失在綜合損失的合併報表中確認。對商譽確認的減值損失在後續期間不得逆轉。
應付賬款及其他
這些金額代表在財務年度結束之前提供給實體的商品和服務的負債,且尚未支付。由於其短期性質,它們按攤餘成本計量,並且不進行折現。這些金額是無擔保的,通常在確認後30天內支付。
備用金
當公司因過去事件而具有當前義務、公司很可能需要履行該義務,並且可以可靠地估計義務金額時,確認準備金。確認的準備金金額是截至報告日履行當前義務所需對價的最佳估計,考慮與該義務相關的風險和不確定性。如果貨幣的時間價值重大,準備金會使用與負債特定的當前稅前利率進行折現。由於時間的推移而導致的準備金增加被確認爲財務成本。
繁重合同
有損合同是指不可避免的成本(即公司無法避免因合同而產生的成本)大於根據合同預計獲得的經濟利益的合同。合同下的不可避免成本反映了退出合同的最低淨成本,即履行合同的成本和因未能履行合同而產生的任何補償或處罰中的較低者。履行合同的成本包括直接與合同相關的成本(即增量成本和直接與合同活動相關成本的分攤)。
當公司有一份有損合同時,該合同下的當前義務被確認並計量爲準備金。然而,在爲有損合同建立單獨準備金之前,公司會確認在履行合同所使用資產上發生的任何減值損失。
公允價值衡量
當資產或負債,無論是金融還是非金融,在確認或披露時按公允價值計量時,公允價值是基於在計量日期市場參與者之間有序交易中出售資產所收的價格或轉移負債時所支付的價格;並假設交易將發生在:主要市場中;或者在沒有主要市場的情況下,在最有利的市場中。
公允價值的計量是基於市場參與者在定價資產或負債時將使用的假設,假設他們是在其經濟最佳利益下進行行動的。對於非金融資產,公允價值計量是基於其最高和最佳用途。使用在特定情況下適當的估值技術,並且有足夠的數據可用於測量公允價值,最大限度地利用相關可觀察輸入,並最小化對不可觀察輸入的使用。
按公允價值計量的資產和負債被分爲三個等級,使用反映在計量中使用的輸入重要性的公允價值等級結構。分類在每個報告日期進行審核,並根據對對公允價值計量具有重大意義的最低輸入等級的重新評估來決定等級之間的轉移。
F-13
基本報表註釋
財務工具的分類和計量
公司在初次確認時將其金融資產和金融負債按公允價值計量,通常是交易價格,除非金融工具包含重大融資成分。後續計量取決於金融工具的分類,對於金融資產,取決於公司業務模式的背景和金融資產的合同現金流特徵。金融資產分爲兩類:[1]以攤銷成本計量和[2]按公允價值計入損益[「FVTPL」]。金融負債按有效利率的攤銷成本後續計量,除了按FVTPL計量或指定爲FVTPL的金融負債,在這種情況下,由於實體自身信用風險導致的公允價值變動記錄爲其他全面收入[「OCI」]。
公司對購買公司普通股權證的分類進行評估,即已發行的權證是否符合權益工具的標準(即這些權證將以固定的行使價格發行公司的普通股權)。由於這些權證的行使價格以美元計價,而公司的功能貨幣是加幣,因此權證行使時所得款項的價值並非固定,將隨着匯率的波動而變化。因此,公司將權證分類爲衍生負債,根據首次確認和每個報告期的公允價值進行計量,除用於對貨物和服務的補償的權證之外。公允價值變動之處作爲 consolidated statement of comprehensive loss 中的收益或損失記錄。有關截至2024年8月31日年末已發行和未償還的權證、記錄的衍生負債以及用於確定公允價值所使用的假設的詳細信息,請參閱附註20和26。
公司對公司的A和B系列可轉換優先股的分類進行評估,即這些證券是否符合權益工具的標準(即這些證券在轉換時以固定數量的公司普通股發行)。由於這些證券的轉換價格以美元計價,而公司的功能貨幣是加幣,因此在轉換時發行的普通股數量並非固定,將隨着匯率的波動而變化。因此,公司將A和B系列可轉換優先股分類爲衍生負債,根據首次確認和每個報告期的公允價值進行計量。在這些證券的首次確認日期確定的公允價值收益或損失會在首次確認日期和強制轉換日期之間的期間進行攤銷。任何後續的公允價值變動都作爲綜合損益表中的收益或損失記錄。有關截至2024年8月31日年末已發行和未償還的A和B系列可轉換優先股、記錄的衍生負債以及用於確定公允價值所使用的假設的詳細信息,請參閱附註17和26。
攤銷成本
公司將交易和其他應收款項、其他金融資產、交易及其他應付款項、其他金融負債、長期債務和與關聯方往來的預付款或借款分類爲按攤銷成本計量的金融工具。從金融資產收到的契約現金流僅爲本金和利息支付,並且被納入其業務模式,其目標是收取契約現金流。
公允價值變動計入損益
公司將公司債券分類爲按公允價值計量並計入損益的金融工具,因爲從金融資產收到的契約現金流不僅僅是本金和利息支付。
金融資產減值
公司對按攤銷成本計量的金融資產預計信用損失確認損失準備金。損失準備金的計量取決於公司在每個報告期末的評估,以判斷自初始確認以來金融工具的信用風險是否顯著增加,基於可得到的合理且可支持的信息,且獲得該等信息無需耗費過多成本或努力。如果未顯著增加信用風險暴露,將會確認預期信用損失的12個月的損失。
F-14
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
allowance is estimated. The amount of expected credit loss recognized is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate. Impairment provisions for current and non-current trade receivables are recognized based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses.
Equity instruments
Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issuance costs.
The Company’s common shares and Pre-Funded Warrants are classified as equity instruments.
Revenue recognition
Revenue is recognized at an amount that reflects the consideration to which the Company is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Company:
● | identifies the contract with the customer; |
● | identifies the performance obligations in the contract; |
● | determines the transaction price which takes into account estimates of variable consideration and the time value of money; |
● | allocates the transaction price to separate performance obligations on the basis of relative stand-alone selling price of each distinct good or service to be delivered; and, |
● | recognizes revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised. |
The Company enters into contracts with customers, as well as distributor agreements with specific distributors for the sale of boats.
Sale of boats
Revenue from the sale of boats, including incidental shipping fees, is recognized at the point in time when the customer obtains control of the goods, which is generally at the shipping point. In the context of its distributor agreements, control is passed at the shipping point to the distributor as the Company has no further performance obligations at that point. The Company concluded that it is the principal in its revenue arrangements, because it typically controls the boats before transferring them to the customer. The amount of consideration the Company receives, and the revenue recognized varies with volume rebate programs offered to distributors. When the Company offers retrospective volume rebates, it estimates the expected volume rebates based on an analysis of historical experience, to the extent that it is highly probable that a significant reversal will not occur. The Company adjusts its estimate of revenue related to volume rebates at the earlier of when the most likely amount of consideration expected to be received changes or when the consideration becomes fixed.
The Company recognizes customer deposits on the sale of boats as contract liabilities.
Boat rental and boat club membership revenue
Revenue from boat rentals is recognized at a point in time when the services are completed given the short term rental period. Boat club membership revenue is recognized over time as the service is provided. These services are typically provided, and thus revenue is typically recognized, on a monthly basis.
The Company recognizes customer prepayments on boat rentals and boat club memberships as contract liabilities.
F-15
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
Sale of parts and boat maintenance
Revenue from the sale of parts and related maintenance services are recognized at the point in time when the customer obtains control of the parts and when services are completed.
Other
Other revenue is recognized when it is received or when the right to receive payment is established.
Contract liabilities
A contract liability is recognized if a payment is received, or a payment is due [whichever is earlier] from a customer before the Company transfers the related goods or services. Contract liabilities are recognized as revenue when the Company performs under the contract [i.e., transfers control of the related goods or services to the customer].
Share-based payments
The Company has a share option plan for key employees, consultants, advisors, officers and directors from which options to purchase common stock of the Company are issued. The Company also issues warrants to non-employees granting the right to purchase common stock of the Company at a determined exercise price. Share-based compensation costs are accounted for on a fair value basis, as measured at the grant date, using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. An individual is classified as an employee when the individual is an employee for legal or tax purposes or provides services similar to those performed by an employee. In situations where options or warrants have been issued to non-employees and some or all of the services received by the Company can be specifically identified, the options or warrants are measured at the fair value of the services received. If the services cannot be specifically identified, the options or warrants are measured at the fair value of the options issued.
All share-based remuneration is ultimately recognized as an expense in profit or loss with a corresponding credit to contributed surplus. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Any adjustment to cumulative share-based compensation resulting from a revision is recognized in the current period. The number of vested options ultimately exercised by holders does not impact the expense recorded in any period.
Foreign currency translation
The Company’s consolidated financial statements are presented in Canadian dollars, which is also the parent company’s functional currency. The functional currency of 7858078 Canada Inc. is the Canadian dollar while the functional currencies for EB Rental, Ltd., EB Rental Ventura Corp., EB Rental FL Corp., EBR Palm Beach Inc. and Vision Marine Technologies Corp. are the US dollar. The Company and its subsidiaries each determine their functional currency based on the currency of the primary economic environment in which they operate. Transactions denominated in a currency other than the functional currency of an entity are translated at the exchange rate in effect on the transaction date. The resulting exchange gains and losses are included in each entity’s net loss in the period in which they arise.
The Company’s foreign operations are translated to the Company’s presentation currency, for inclusion in the consolidated financial statements. Foreign-denominated monetary and non-monetary assets and liabilities of foreign operations are translated at exchange rates in effect at the end of the reporting period and revenue and expenses are translated at exchange rates in effect at the transaction date. The resulting translation gains and losses are included in other comprehensive income with the cumulative gain or loss reported in accumulated other comprehensive income. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is reclassified to profit or loss.
F-16
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
The exchange rates for the currencies used in the preparation of the consolidated financial statements were as follows:
Exchange rate as at | Average exchange rate for year ended | |||||||
| August 31, |
| August 31, |
| August 31, |
| August 31, | |
2024 | 2023 | 2024 | 2023 | |||||
US dollar |
| |
| |
| |
| |
Taxes
Tax expense comprises current and deferred tax. Tax is recognized in net loss except to the extent it relates to items recognized in other comprehensive income or directly in equity.
Current tax
Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.
Deferred tax
Deferred taxes are the taxes expected to be payable or recoverable on differences between the carrying amounts of assets in the statement of financial position and their corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences between the carrying amounts of assets and their corresponding tax bases. Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill or from the initial recognition [other than in a business combination] of other assets in a transaction that affects neither the taxable profit nor the accounting profit.
The Company offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Company by the weighted average number of common stock outstanding during the year.
Diluted income per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of common stock outstanding, adjusted for the effects of all dilutive potential common stock. For the purpose of calculating diluted earnings per share, the Company assumes the exercise of dilutive options and warrants of the entity. The assumed proceeds from these instruments are regarded as having been received from the issue of common stock at the average market price of common shares during the period. The difference between the number of common shares issued and the number of common shares that would have been issued at the average market price of common shares during the period is treated as an issue of common shares for no consideration.
F-17
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
Standards issued but yet not effective
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. The Company intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.
Amendments to IFRS 16: Lease Liability in a Sale and Leaseback
In September 2022, the IASB issued amendments to IFRS 16, Leases, to specify the requirements that a seller- lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the right of use it retains. The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must applied retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16. The amendments are not expected to have a material impact on the Company’s consolidated financial statements.
Amendments to IAS 1: Classification of Liabilities as Current or Non-current
In January 2020 and October 2022, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:
● | What is meant by a right to defer settlement |
● | That a right to defer must exist at the end of the reporting period |
● | That classification is unaffected by the likelihood that an entity will exercise its deferral right |
● | That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification |
In addition, a requirement has been introduced to require disclosure when a liability arising from a loan agreement is classified as non-current and the entity’s right to defer settlement is contingent on compliance with future covenants within twelve months. The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must be applied retrospectively.
This will result in reclassification of the Company's derivative liabilities from long-term to short-term liabilities [note 17].
Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements
The amendments clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must be applied retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16. The amendments are not expected to have a material impact on the Company’s consolidated financial statements.
Amendments to IAS 1 - Non-current liabilities with agreements
In October 2022, amendments to IAS 1 were issued to clarify that only covenants with which an entity must comply on or before the reporting date will affect a liability's classification as current or non-current. When noncurrent liabilities from loan arrangements are subject to future covenants, a company now needs to disclose information in the notes to help users of financial statements understand the risk that those liabilities could become repayable within 12 months after the reporting date. The amendments clarify that only covenants with which an entity must comply on or before the reporting date will affect a liability’s classification as current or non-current The amendments will be effective for annual reporting periods beginning on or after 1 January 2024. The amendments are not expected to have a material impact on the Company’s financial statements.
F-18
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
Amendments to IAS 21 - Effect of variations in exchange rates - Lack of interchangeability
In August 2023, the IASB issued amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates to specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows. The amendments will be effective for annual reporting periods beginning on or after 1 January 2025. Early adoption is permitted but will need to be disclosed. When applying the amendments, an entity cannot restate comparative information. The amendments are not expected to have a material impact on the Company’s financial statements.
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. IFRS 18 also requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements and the notes. In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards. IFRS 18, and the amendments to the other standards, are effective for reporting periods beginning on or after 1 January 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively. The Company is currently working to identify all impacts that the amendments will have on the primary financial statements and notes to the financial statements.
4. Significant accounting estimates and assumptions
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates.
Going concern uncertainty
In assessing whether the going concern assumption is appropriate and whether there are material uncertainties that raise substantial doubt about the Company’s ability to continue as a going concern, management must estimate future cash flows for a period of at least twelve months following the end of the reporting period by considering relevant available information about the future. In addition, management must make assumptions about what actions it will take to increase the Company’s liquidity position. Given that it is difficult to adequately predict future cash flows and the Company’s ability to raise additional financing, management has concluded that there are material uncertainties related to events or conditions that raise substantial doubt upon the Company’s ability to continue as a going concern for at least the next twelve months.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The Company concluded the fair value less costs of disposal will yield a higher recoverable amount, which is based on a discounted cash flow (“DCF”) model. The fair value measurement is categorized within Level 3 of the fair value hierarchy. The cash flows are derived from cash flow projections over a
F-19
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
As at August 31, 2024, all of the Company’s goodwill is allocated to the boat rental operation CGU, which represents the lowest level within the Company at which the goodwill is monitored for internal management purposes. For the year ended August 31, 2024, the Company recorded a goodwill impairment loss of $
The recoverable amount is sensitive to the discount rate used for the DCF model, as well as the expected future cash-inflows, gross profit and the growth rate used for extrapolation purposes. The post-tax discount rate of
Financial instruments measured at fair value
In measuring financial instruments at fair value, the Company makes estimates and assumptions, including estimates and assumptions about interest rates, credit spreads and other market conditions. Financial instruments measured at fair value include derivative liabilities [note 17] and investment in Limestone [note 8].
Provision for impairment of inventories
The provision for impairment of inventories assessment requires a degree of estimation and judgment. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence.
Income tax
Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
In assessing the recoverability of deferred tax assets, the Company relies on the same forecast assumptions used elsewhere in the financial statements and in other management reports, which, among other things, reflect the potential impact of climate-related development on the business.
Share-based payments
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instrument at the date at which they are granted. The fair value is determined by using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. Judgment is exercised in determining the expected life and historical volatility. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities but may impact profit or loss and equity.
F-20
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgment is exercised in determining whether there is reasonable certainty that an option to extend the lease will be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option are considered at the lease commencement date. The Company reassesses whether it is reasonably certain to exercise an extension option if there is a significant event or significant change in circumstances.
Incremental borrowing rate
Where the interest rate implicit in the lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the Company estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
5. Goodwill
On June 3, 2021, the Company completed the acquisition of EB Rental Ltd. [“EBR”] by acquiring all the issued and
EBR was acquired for cash consideration of U.S.$
Goodwill impairment test as at February 29, 2024
Assets that have an indefinite life, such as goodwill, are tested annually by the Company for impairment, or more frequently if events or circumstances indicate there may be impairment. During the three-month period ended February 29, 2024, the Company noted certain events and circumstances which indicated that there may be an impairment of the goodwill associated with its boat rental operation CGU (see detailed description below).
As a result of these triggering events and circumstances, the Company performed an impairment analysis for the boat rental operation CGU as at February 29, 2024. As a result of this analysis, the Company determined that the carrying amount of the goodwill associated with the boat rental operation CGU exceeded its recoverable amount and, accordingly, the Company recorded a goodwill impairment loss of $
The recoverable amount was determined based on the fair value less costs of disposal approach using a discounted cash flow model. The fair value measurement is categorized within Level 3 of the fair value hierarchy. The model included forecasted cash flows based on updated financial plans prepared by management covering a five-year period taking into consideration future investments and expansion activities that will enhance the performance of the assets of the CGU and the following key assumptions:
- | Expected earnings before interest, taxes, depreciation and amortization (“EBITDA”) as a percentage of revenues for the CGU of |
- | Expected working capital cash absorption ratio for the CGU of |
- | Expected annual capital expenditure needs for the CGU of US$ |
F-21
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
The discounted cash flow model was established using a post-tax discount rate of
Any reasonable negative change in these key assumptions could cause additional impairment of the CGU.
In prior periods, management had based its selection of assumptions upon its assessment of the ability of the CGU to maintain the levels of growth and profitability experienced during the COVID-19 pandemic, despite the unfavourable weather conditions experienced in its key markets over the course of the fiscal year ended August 31, 2023. However, continued unfavourable weather conditions and a recent general downturn in the boating industry have had a negative impact on the CGU’s revenues and EBITDA over the first six months of the current fiscal year. In addition, management’s attempts to sell all or a portion of the Company’s boat rental operation over the current quarter have been largely unsuccessful, indicating a possible decline in value of the CGU. Therefore, the impairment charge was the result of management’s revised assumptions related to revenues and the expected EBITDA as a percentage of sales taking into account the current economic environment.
Annual goodwill impairment test as at August 31, 2024
During the three-month period ended August 31, 2024, the Company conducted its annual impairment test on the carrying value of the goodwill associated with the boat rental operation CGU in accordance with the requirements under IFRS. As a result of this analysis, the Company determined that the carrying amount of the goodwill associated with the boat rental operation CGU exceeded its recoverable amount and, accordingly, the Company recorded an additional goodwill impairment loss of $
The recoverable amount was determined based on the fair value less costs of disposal approach using a discounted cash flow model. The fair value measurement is categorized within Level 3 of the fair value hierarchy. The model included revised forecasted cash flows based on updated financial plans prepared by management covering a five-year period taking into consideration the performance of the CGU since the previous impairment test conducted as at February 29, 2024. The following key assumptions were used:
- | Expected earnings before interest, taxes, depreciation and amortization (“EBITDA”) as a percentage of revenues for the CGU of - |
- | Expected working capital cash absorption ratio for the CGU of |
- | Expected annual capital expenditure needs for the CGU of US$ |
The discounted cash flow model was established using a post-tax discount rate of
When reviewing the performance of the boat rental operation CGU since the sale of EB Rental, Ltd. (note 30), management revised its forecasted cash flows downward following disappointing results over the last two quarters at its rental locations, particularly at its Palm Beach, Florida location where the Company had projected strong EBITDA due to its unique revenue sharing model which was expected to generate greater margins then the Company’s other locations. Specifically, management revised downward the forecasted revenues and EBITDA in future periods due to continued unfavourable weather conditions, particularly in the peak summer months. It has now become more likely than not that such weather conditions will be the norm rather than an anomaly as was determined in the past. In addition, the boat rental operation at Palm Beach, Florida has also had to deal with more days of high winds and tides due to its closer proximity to the ocean which has resulted in its inability to operate on those days. Finally, the opening of the Dania Beach, Florida facility has been delayed by a further three months than previously forecasted which had a negative impact on the forecasted cash flows. Therefore, as a result of these new factors, management revised its assumptions related to revenues and the expected EBITDA as a percentage of sales which resulted in the goodwill impairment loss.
F-22
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
6. Trade and other receivables
|
| 2024 |
| 2023 |
| $ | $ | ||
Trade receivables | |
| | |
Sales taxes receivable | |
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Other receivables | |
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Trade receivable disclosed above include amounts that are past due at the end of the reporting period for which the Company has not recognized an allowance for expected credit losses because there has not been a significant change in credit quality and the amounts are still considered recoverable.
As at August 31, 2024, trade receivables of $
|
| 2024 |
| 2023 |
| $ | $ | ||
0 – 30 | — |
| | |
31 – 60 | |
| — | |
61 – 90 | — |
| — | |
91 and over | |
| | |
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There were
7. Inventories
| 2024 | 2023 | ||
|
| $ |
| $ |
Raw materials | |
| | |
Work-in-process | |
| | |
Finished goods | |
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For the year ended August 31, 2024, inventories recognized as an expense amounted to $
For the year ended August 31, 2024, cost of sales includes depreciation of $
For the year ended August 31, 2024, prepaid expenses included deposits to suppliers for future inventory purchases of $
8. Investment in Limestone
On May 14, 2021, the Company subscribed for and purchased
The Debentures bear interest at a rate of
F-23
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
the Debentures [the “Closing Date“] and prior to the date that is
The Debentures are carried at fair value through profit and loss and are considered as Level 2 financial instruments in the fair value hierarchy.
On January 20, 2023, Limestone announced that Limestone’s U.S. subsidiaries filed for voluntary petitions for relief under Chapter 7 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Middle District of Tennessee. As a result, the Company recorded an impairment on the entire value of the Debentures at the amount $
For the year ended August 31, 2024, the Company recorded a loss of
On July 18, 2023, the Company agreed with Limestone to convert the Debentures into common shares of Limestone at a conversion price of $
9. Right-of-use assets
Computer | Boat rental | |||||||||||
Premises | Moulds | equipment | Rolling stock |
| fleet | Total | ||||||
| $ |
| $ |
| $ |
| $ | $ |
| $ | ||
Cost |
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Balance at August 31, 2022 | |
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Additions | |
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Disposals | — |
| — |
| — |
| ( | ( |
| ( | ||
Transferred to Property and equipment | — | — | ( | — | ( | ( | ||||||
Currency translation | |
| — |
| — |
| | — |
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Balance at August 31, 2023 | |
| — |
| — |
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Additions | — |
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| — |
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Disposals | ( |
| — |
| — |
| — | — |
| ( | ||
Deconsolidation on sale of subsidiary | ( | — | — | ( | — | ( | ||||||
Currency translation | |
| — |
| — |
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Balance at August 31, 2024 | |
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Accumulated depreciation |
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Balance at August 31, 2022 | |
| — |
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Depreciation | |
| — |
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Disposal | — |
| — |
| ( |
| ( | ( |
| ( | ||
Balance at August 31, 2023 | |
| — |
| — |
| | — |
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Depreciation | |
| |
| — |
| | — |
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Disposal | ( |
| — |
| — |
| — | — |
| ( | ||
Deconsolidation on sale of subsidiary | ( | — | — | ( | — | ( | ||||||
Balance at August 31, 2024 | | | — | | — | | ||||||
Net carrying amount |
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As at August 31, 2023 | |
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As at August 31, 2024 | |
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F-24
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
During the year ended August 31, 2023, the Company exercised a purchase option and paid in full a lease liability related to a computer and boat rental fleet that was previously included in the right-of-use assets. As a result, the Company transferred the assets to property and equipment assets at its net book value of $
During the year ended August 31, 2024, the Company sold its subsidiary EB Rental, Ltd., which resulted in the deconsolidation of the subsidiary’s right-of-use assets. As a result, the Company deconsolidated right-of-use assets with a net book value of $
10. Property and equipment
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| Machinery |
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and | Rolling | Computer | Leasehold | Boat |
| |||||||||
equipment | stock | equipment | Moulds | improvements | rental fleet | Total | ||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||
Cost |
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| |
Balance at August 31, 2022 | |
| |
| |
| |
| |
| |
| | |
Additions | |
| |
| |
| |
| |
| |
| | |
Transferred from Right-of-use assets | — | — | — | — | ||||||||||
Disposals | — |
| ( |
| — |
| — |
| — |
| ( |
| ( | |
Currency translation | — |
| ( |
| — |
| — |
| — |
| ( |
| ( | |
Balance at August 31, 2023 | |
| |
| |
| |
| |
| |
| | |
Additions | |
| |
| — |
| |
| |
| |
| | |
Transferred to Inventory | — | — | — | — | — | ( | ( | |||||||
Disposals | — |
| ( |
| — |
| ( |
| — |
| ( |
| ( | |
Deconsolidation on sale of subsidiary | — |
| — |
| — |
| — |
| — |
| ( |
| ( | |
Balance at August 31, 2024 | |
| |
| |
| |
| |
| |
| | |
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| |||
Accumulated depreciation |
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Balance at August 31, 2022 | |
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| | |
Depreciation | |
| |
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| |
| |
| |
| | |
Disposal | — |
| ( |
| — |
| — |
| — |
| ( |
| ( | |
Balance at August 31, 2023 | |
| |
| |
| |
| |
| |
| | |
Depreciation | |
| |
| |
| |
| |
| |
| | |
Disposals | — |
| ( |
| — |
| ( |
| — |
| ( |
| ( | |
Transferred to Inventory | — | — | — | — | — | ( | ( | |||||||
Deconsolidation on sale of subsidiary | — | — | — | — | — | ( | ( | |||||||
Balance at August 31, 2024 | |
| |
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Net carrying amount |
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As at August 31, 2023 | |
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As at August 31, 2024 | |
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As at August 31, 2024, moulds of
F-25
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
11. Intangible assets
|
| Intellectual |
|
| Trade |
|
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| ||||||
Property | Software |
| Patents | name | Backlog | Website | Total | |||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||
Cost |
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| |||
Balance at August 31, 2022 | |
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Currency translation | — |
| — | — |
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Balance at August 31, 2023 | |
| | — |
| |
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| |
| | ||
Additions | — |
| — |
| — |
| — |
| — |
| ||||
Currency translation | — |
| — | — |
| ( |
| ( |
| ( |
| ( | ||
Balance at August 31, 2024 | |
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Accumulated depreciation |
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Balance at August 31, 2022 | |
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Depreciation | |
| | — |
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Balance at August 31, 2023 | |
| | — |
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Depreciation | |
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Balance at August 31, 2024 | |
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Net carrying amount |
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As at August 31, 2023 | |
| | — |
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As at August 31, 2024 | |
| |
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| |
During the fiscal year ended August 31, 2024, the Company completed
12. Credit facility
The Company had an authorized line of credit of $
13. Trade and other payables
|
| 2024 |
| 2023 |
| $ | $ | ||
Trade payables | |
| | |
Sales taxes payable | — |
| | |
Salaries, vacation and other employee benefits payables | |
| | |
|
| |
F-26
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
14. Contract liabilities
|
| 2024 |
| 2023 |
| $ | $ | ||
Opening balance | |
| | |
Payments received in advance | |
| | |
Boat sale deposits | — |
| | |
Payments reimbursed | — |
| ( | |
Transferred to revenues | ( |
| ( | |
Deconsolidation on sale of subsidiary | ( |
| — | |
Currency translation | ||||
Closing balance | |
| |
15. Lease liabilities
|
| 2024 |
| 2023 |
| $ | $ | ||
Opening balance | |
| | |
Additions | |
| | |
Repayment | ( |
| ( | |
Interest on lease liability | |
| | |
Lease termination | ( |
| ( | |
Deconsolidation on sale of subsidiary | ( | — | ||
Currency translation | |
| | |
Closing balance | |
| | |
|
|
| ||
Current | |
| | |
Non-current | |
| | |
|
| |
Future undiscounted lease payments as at August 31, 2024 are as follows:
| $ | |
Less than one year |
| |
One to five years |
| |
| |
Included in rent expense is $
F-27
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
16. Long-term debt
| 2024 | 2023 | ||
|
| $ |
| $ |
The government assistance loan is non-interest bearing until December 31, 2022 at which time the loan bears interest at |
| — |
| |
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| |
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| |
Term loans, bearing interest at rates varying between |
| |
| |
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| | |
Current portion of long-term debt |
| |
| |
| |
| |
17. Derivative liabilities
Warrants issued to common shareholders
On January 19, 2023, as part of a share subscription, the Company issued warrants with the option to purchase
On February 17, 2023, as part of a share subscription, the Company issued warrants with the option to purchase
On April 19, 2023, as part of a share subscription, the Company issued warrants with the option to purchase
On June 16, 2023, as part of a share subscription, the Company issued warrants with the option to purchase
On August 2, 2023, as part of a share subscription, the Company issued warrants with the option to purchase
On September 20, 2023, as part of a share subscription [note 19], the Company issued warrants with the option to purchase
On December 13, 2023, the Company agreed to reduce the exercise price of
F-28
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
The table below lists the assumptions used to determine the fair value of these warrant grants or issuances. Volatility is based on the historical share price volatility of the Company and other public companies with characteristics similar to the Company.
Issuance date |
| Original |
| Market |
| Expected |
| Risk-free |
| Expected |
|
$ | $ | % | % | [years] | |||||||
January 19, 2023 | |||||||||||
February 17, 2023 | |||||||||||
April 19, 2023 | |||||||||||
June 16, 2023 | |||||||||||
August 2, 2023 | |||||||||||
September 20, 2023 |
Issuance date |
| Revised |
| Number of warrants |
| Weighted average remaining |
|
$ | # | [years] | |||||
January 19, 2023 | |||||||
February 17, 2023 | |||||||
April 19, 2023 | |||||||
June 16, 2023 | |||||||
August 2, 2023 | |||||||
September 20, 2023 |
As at August 31, 2024, the derivative liabilities related to the warrants issued to common shareholders amounted to $
The table below summarizes the movement in the derivative liabilities related to the warrants issued to common shareholders during the fiscal years ended August 31, 2024 and 2023:
As at | As at | ||||
$ | $ | ||||
Opening balance | — | ||||
Additions | |||||
Effect on fair value of repricing of warrants | — | ||||
Change in estimate of fair value | ( | ( | |||
Closing balance |
For the fiscal year ended August 31, 2024, the Company recorded a gain of $
Series A Convertible Preferred Shares
On December 13, 2023, the Company authorized the issuance of Series A Convertible Preferred Shares. This class of shares ranks senior to the Voting Common Shares but retains no voting rights. They have a stated value of US$
F-29
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
to adjustment. The Series A Convertible Preferred Shares are convertible at the election of its holder into that number of Voting Common Shares determined by dividing its stated value (plus any and all other amounts which may be owing in connection therewith) by the exercise price, subject to certain beneficial ownership limitations which prohibit any holder from converting into an amount of Voting Common Shares that would cause such holder to beneficially own more than
On December 21, 2023, the Company issued
During the fiscal year ended August 31, 2024,
On August 16, 2024,
Given the variability associated with the various components of this instrument, these instruments were recorded as derivative liabilities and will be subject to fair value adjustments at the issuance date and at subsequent balance sheet dates. The fair value was determined using the Monte Carlo simulation run under the Geometric Brownian Motion. Since the fair value is based on valuation using unobservable market inputs, the Company did not recognize the loss on initial recognition. The difference between the fair value at initial recognition and the transaction price was deferred and is recognized over time based on the individual terms of each financial instrument. This difference determined was due to delays in negotiations, the changes in the capital market and the Company’s liquidity situation.
The table below summarizes the movement in the derivative liabilities related to the Series A Convertible Preferred Shares including the related warrants and option to purchase additional Series A Convertible Preferred Shares and related warrants during the fiscal years ended August 31, 2024 and 2023:
As at | As at | ||||
$ | $ | ||||
Opening balance | — | — | |||
Fair value at issuance | — | ||||
Deferred loss at issuance | ( | — | |||
Revaluation at the end of the period | ( | — | |||
Amortization of the deferred loss during the period | — | ||||
Conversion to Voting Common Shares during the period [Note 19] | ( | — | |||
Closing balance | — |
F-30
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
For the fiscal year ended August 31, 2024, the Company recorded a gain of $
Series B Convertible Preferred Shares
On December 13, 2023, the Company authorized the issuance of Series B Convertible Preferred Shares. This class of shares ranks senior to the Voting Common Shares but retains no voting rights. They have a stated value of US$
On January 17, 2024, the Company issued
Given the variability associated with the various components of this instrument, these instruments were recorded as derivative liabilities and will be subject to fair value adjustments at the issuance date and at subsequent balance sheet dates. The fair value was determined using the Monte Carlo simulation run under the Geometric Brownian Motion. Since the fair value is based on valuation using unobservable market inputs, the Company did not recognize the loss on initial recognition. The difference between the fair value at initial recognition and the transaction price was deferred and is recognized over time based on the individual terms of each financial instrument. This difference determined was due to delays in negotiations, the changes in the capital market and the Company’s liquidity situation.
The table below summarizes the movement in the derivative liabilities related to the Series B Convertible Preferred Shares including the related warrants during the fiscal years ended August 31, 2024 and 2023:
As at | As at | ||||
$ | $ | ||||
Opening balance | — | — | |||
Fair value at issuance | — | ||||
Deferred loss at issuance | ( | — | |||
Revaluation at the end of the period | ( | — | |||
Amortization of the deferred loss during the period | — | ||||
Accelerated amortization of the deferred loss during the period | — | ||||
Closing balance | — |
For the fiscal year ended August 31, 2024, the Company recorded a gain of $
F-31
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
With respect to the deferred loss at issuance, the portion of this balance that was applicable to the warrants issued to the Series B Convertible Preferred shareholders was written off completely at August 31, 2024 because the amount of the deferred loss balance at year-end exceeded the fair value attributable to these instruments at that date. As such, the Company recorded an accelerated loss of $
18. Related party transactions
Companies related through common ownership
EB Rental Ltd. [prior to June 3, 2021] [note 5]
7858078 Canada Inc. [prior to June 3, 2021] [note 5]
Montana Strategies Inc. [prior to April 25, 2024]
Strategies EB Inc. [prior to April 25, 2024] [note 30]
Key management personnel of the Company have control over the following entities
California Electric Boat Company Inc.
9335-1427 Quebec Inc.
9519-0682 Quebec Inc.
Hurricane Corporate Services Ltd.
Mac Engineering, SASU – Since February 16, 2021
Ultimate founder shareholders and their individually controlled entities
Alexandre Mongeon
Patrick Bobby
Robert Ghetti
Immobilier R. Ghetti Inc.
Société de Placement Robert Ghetti Inc.
The following table summarizes the Company’s related party transactions for the fiscal years ended August 31,:
|
| 2024 |
| 2023 |
| 2022 |
| $ | $ | $ | |||
Expenses |
|
|
|
|
| |
Research and Development |
|
|
|
|
| |
Mac Engineering, SASU | |
| |
| | |
|
|
|
|
| ||
Office salaries and benefits |
|
|
|
|
| |
Montana Strategies Inc. | — |
| |
| |
The Company leases its Boisbriand premises from California Electric Boat Company Inc. Prior to August 1, 2024, this lease was accounted for as a right-of-use asset and lease liability. However, on August 1, 2024, the lease was renegotiated for a one year term only and ceased to be accounted for as a right-of-use asset and lease liability. As such, as at August 31, 2024, the right-of-use asset for this lease was
F-32
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
Remuneration of directors and key management of the Company
| 2024 |
| 2023 |
| 2022 | |
$ | $ | $ | ||||
Wages | |
| |
| | |
Share-based payments – capital stock | |
| |
| — | |
Share-based payments – stock options | |
| |
| | |
|
| |
| |
At the end of the year, the amounts due to and from related parties are as follows:
|
| 2024 |
| 2023 |
| $ | $ | ||
Share subscription receivable |
|
|
| |
9335-1427 Quebec Inc. | |
| | |
Alexandre Mongeon | |
| | |
|
| | ||
|
|
| ||
Current advances to (from) related party |
|
|
| |
Alexandre Mongeon | ( |
| | |
|
|
| ||
Amounts due to related parties included in trade and other payable |
|
|
| |
Alexandre Mongeon | |
| | |
Xavier Montagne | ||||
Raffi Sossoyan | — | |||
Patrick Bobby | — |
| | |
Kulwant Sandher | — |
| | |
California Electric Boat Company | |
| — | |
Mac Engineering, SASU | |
| | |
|
| |
Advances from related parties are non - interest bearing and have no specified terms of repayment.
19. Capital stock
Authorized
Voting Common Shares – Series Founder, Series Investor 1, Series Investor 2, voting and participating
Non-Voting Common Shares, non-voting
Preferred shares, without par value, non-cumulative annual dividend, redeemable at their issue price, non-participating, non-voting
Pre-Funded Warrants, exercisable at the option of the holder into Voting Common Shares of the Company at an exercise price of CAD$
F-33
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
Issued
| 2024 |
| 2023 | |
$ | $ | |||
|
| | ||
— | ||||
Subscription and issuance of Voting Common Shares
During the year ended August 31, 2023, the Company issued a total of
During the year ended August 31, 2023, the Company issued
During the year ended August 31, 2023, the Company issued
During the year ended August 31, 2024, the Company issued a total of
During the year ended August 31, 2024, the Company issued
During the year ended August 31, 2024, the Company issued a total of
On August 16, 2024,
On August 22, 2024, On August 22, 2024, the Company implemented a reverse stock split, consolidating every
20. Share-based payments
Description of the plan
The Company has a fixed option plan. The Company’s stock option plan is administered by the Board of Directors. Under the plan, the Company’s Board of Directors may grant stock options to employees, advisors and consultants, and designates the number of options and the share price pursuant to the new options, subject to applicable regulations. The options, when granted, will have an exercise price of no less than the estimated fair value of shares at the date of grant.
F-34
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
Stock options
On multiple grant dates, the Company granted stock options at exercise prices varying between $
The Company recognizes share-based payments expense for option grants based on the fair value at the date of grant using the Black-Scholes valuation model. The share-based payments expense recognized for the year ended August 31, 2024 amounts to $
| Exercise | Market | Expected |
| Risk-free |
| Expected | |||
Grant date | price | price | volatility | interest rate | life | |||||
| $ |
| $ |
| % |
| % |
| [years] | |
May 27, 2020 | |
| | | | | ||||
May 27, 2020 | |
| | | | | ||||
October 23, 2020 | |
| | | | | ||||
November 24, 2020 | |
| | | | | ||||
November 24, 2020 | | | | | | |||||
February 23, 2021 | |
| | | | | ||||
May 14, 2021 | |
| | | | | ||||
July 14, 2021 | |
| | | | | ||||
September 21, 2021 | |
| | | | | ||||
January 22, 2022 | | | | | | |||||
November 30, 2022 | | | | | | |||||
December 1, 2022 | | | | | | |||||
March 22, 2023 | | | | | | |||||
March 25, 2023 | | | | | | |||||
March 25, 2023 | | | | | | |||||
April 20, 2023 | ||||||||||
December 29, 2023 | ||||||||||
January 26, 2024 | |
| | | | |
The following tables summarize information regarding the option grants outstanding as at August 31, 2024:
|
| Weighted | ||
Number of | average | |||
options | exercise price | |||
# | $ | |||
Balance at August 31, 2022 |
| | ||
Granted |
| | ||
Forfeited |
| ( | ||
Stock options modifications |
| ( | ||
Exercised |
| ( | ||
Balance at August 31, 2023 |
| | ||
Granted | | |||
Forfeited |
| ( | ||
Balance at August 31, 2024 |
| |
On March 25, 2023,
F-35
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
fair value of the stock options at the date of modification of $
Number of | Weighted average | Weighted average | ||||||
Exercise price | options | grant date | remaining | Exercisable | ||||
range | outstanding | fair value | contractual life | options | ||||
$ |
| # |
| $ |
| [years] |
| # |
| |
| | |||||
| |
| | |||||
|
| | ||||||
| |
| |
Warrants
On November 23, 2020, the Company granted the underwriter the option to purchase
On August 5, 2022, the Company granted the underwriter the option to purchase
On December 21, 2023, the Company granted the underwriter the option to purchase
| Number of |
| Weighted average | |||
warrants | remaining | |||||
Grant date |
| Exercise price | outstanding | contractual life | ||
$ | # | [years] | ||||
November 23, 2020 | | | ||||
August 5, 2022 | | | ||||
December 21, 2023 |
| |
| |
|
The Company recognizes share-based payments expense for warrant grants based on the fair value at the date of grant using the Black-Scholes valuation model. The share-based payments expense recognized for the fiscal year ended August 31, 2024 amounts to $
|
| Risk-free |
|
| ||||||
| Exercise |
| Market |
| Expected | interest |
| Expected | ||
Grant date | price | price | volatility | rate | life | |||||
$ | $ | % | % | [years] | ||||||
November 23, 2020 | | | | | ||||||
August 5, 2022 | | | | | ||||||
December 21, 2023 |
| |
| |
| |
| |
|
21. Revenues
| 2024 |
| 2023 |
| 2022 | |
$ | $ | $ | ||||
Sales of boats | |
| |
| | |
Sales of parts and boat maintenance | |
| |
| | |
Boat rental and boat club membership revenue | |
| |
| | |
|
| |
| |
F-36
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
Revenues from external customers for the fiscal year ended August 31, 2024 were primarily from the U.S. The table below provides the breakdown disclosed in comparative periods:
Sale of | Rental of | 2023 | ||||
electric boats | electric boats | Total | ||||
| $ |
| $ |
| $ | |
Canada | | — | | |||
USA | | | | |||
Other | | — | | |||
| | |
| Sale of |
| Rental of | 2022 | ||
electric boats | electric boats | Total | ||||
| $ |
| $ |
| $ | |
Canada | | — | | |||
USA | | | | |||
Other | | — | | |||
| | |
22. Grants and investment tax credits
During the year ended August 31, 2024, the Company recognized grants and investment tax credits amounting to $
23. Net finance (income) expense
| 2024 |
| 2023 |
| 2022 | |
$ | $ | $ | ||||
Interest and bank charges | |
| |
| | |
Interest income | ( |
| ( |
| ( | |
Foreign currency exchange gain | ( |
| ( |
| ( | |
Transaction costs [note 17] | | | — | |||
Gain on derivative liabilities [note 17] | ( | ( | — | |||
Loss on securities exchange [note 17] | — | — | ||||
Loss on warrant re-pricing [note 17] | — | — | ||||
Loss (gain) on Debentures [note 8] | — |
| ( |
| | |
( |
| ( |
| |
F-37
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
24. Income taxes
The income tax expense on the Company’s loss before tax differs from the theoretical amount that would arise using the federal, provincial and foreign statutory tax rates applicable. The difference is as follows:
| 2024 |
| 2023 |
| 2022 | |
$ | $ | $ | ||||
Income taxes at the applicable tax rate of | ( |
| ( |
| ( | |
Adjustment in respect of current and deferred income tax of previous year | |
| ( |
| ( | |
Permanent differences |
| |
| | ||
Change in recognition of deferred income tax assets | |
| |
| | |
Other | — |
| — |
| | |
Total income tax (recovery) expense | ( |
| ( |
| |
Deferred income taxes reflect the net tax impact of temporary differences between the value of assets and liabilities for accounting and tax purposes. The main components of the deferred tax expense and deferred tax assets and liabilities were as follows:
Balance as at | Recognized | Balance as at | ||||||||
August 31, | in net | August 31, | ||||||||
2023 | loss | Deconsolidated | Other | 2024 | ||||||
| $ |
| $ |
| $ |
| $ |
| $ | |
Temporary differences |
|
|
|
|
| |||||
Property and equipment | ( | ( | | ( | ( | |||||
Intangibles | ( | | ( | | ( | |||||
Net operating losses | | | ( | — | | |||||
Financing fees | | | — | — | | |||||
Research and development | | | — | — | | |||||
Difference in timing of recognition | | | ( | | | |||||
Right-of-use asset | ( | | | ( | ( | |||||
Lease liability | | ( | ( | | | |||||
Net capital losses | | — | — | — | | |||||
Unrecognized deferred tax assets | ( | ( | — | — | ( | |||||
Deferred tax liability | | | ( | | |
The net operating losses carried forward and deductible temporary differences for which deferred tax assets have not been recognized amounted to $
As of August 31, 2024, the Company has available Canadian federal non-refundable investment tax credits of $
25. Capital disclosures
The Company’s objectives in managing capital are:
a. | to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders; and |
b. | to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. |
F-38
Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
Capital is regarded as total equity, as recognized in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.
The Company manages and adjusts its capital structure considering changes in economic conditions. To maintain or adjust its capital structure, the Company may issue debt or new shares. Financing decisions are generally made on a specific transaction basis and depend on such things as the Company’s needs, capital markets and economic conditions at the time of the transaction. Management reviews its capital management approach on an ongoing basis and believes that this approach is reasonable, given the size of the Company.
The Company does not have any externally imposed capital compliance requirements at August 31, 2024.
26. Financial risk management and fair value measurement
Fair value measurement and hierarchy
The fair value measurement of the Company’s financial and non-financial assets and liabilities utilizes market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorized into different levels based on how observable the inputs used in the valuation technique utilized are (the “fair value hierarchy”):
a. | Level 1: Quoted prices in active markets for identical items [unadjusted]; |
b. | Level 2: Observable direct or indirect inputs other than Level 1 inputs; and |
c. | Level 3: Unobservable inputs [i.e., not derived from market data]. |
The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognized in the period they occur.
The carrying amount of trade and other receivables, advances from related parties and trade and other payables are assumed to approximate their fair value due to their short-term nature.
The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.
Classified as Level 3, the fair value of Debentures was estimated using the partial differential equation model to value convertible debentures that include a call feature. Key assumptions used in the model include volatility, which was based on actual trading data, difference in volatility since initial issuance of the instrument and similar instruments on the market, and credit spread, which was based on corporate bond yield spreads in the market and credit spread data for similar public companies. The model included a fair value adjustment based on an initial calibration exercise. During the fiscal year ended August 31, 2023, the Company recorded an impairment loss on the Debentures based on the estimated recoverable amount of the financial asset [note 8].
The fair value of the derivative liabilities related to the warrants issued is classified as Level 3 in the fair value hierarchy and is calculated using the Black-Scholes Option Pricing Model using the historical volatility of comparable companies as an estimate of future volatility. As at August 31, 2024, the Company used volatility of approximately
The fair value of the derivative liabilities related to the Series A and B Convertible Preferred Shares is classified as Level 3 in the fair value hierarchy and is calculated using the Monte Carlo simulation run under the Geometric Brownian Motion model. The significant input assumptions into the model for each valuation date include the starting share price, a
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Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
Financial risk management
The Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies and processes for managing those risks and the methods used to measure them.
[a] Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has a strict code of credit, including obtaining instalment payments, obtaining agency credit information and setting appropriate credit limits. The maximum exposure to credit risk at the reporting date, is the carrying amount of financial assets. The Company does not hold any collateral.
Credit risk related with the Debentures is reflected in the fair value of the instrument [note 8].
Trade and other receivables are generally written off when there is no reasonable expectation of recovery. Indicators of this include the failure for a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments.
[b] Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due. The Company is exposed to liquidity risk primarily from its trade and other payables, other financial liabilities and long-term debt.
| Contractual | Less than | ||||
cash flows | one year | 1-5 years | ||||
| $ |
| $ |
| $ | |
August 31, 2024 |
|
|
|
|
| |
Trade and other payables | |
|
| — | ||
Long-term debt | |
| |
| | |
|
| |
| | ||
August 31, 2023 |
|
|
|
|
| |
Trade and other payables | |
| |
| — | |
Other financial liabilities | |
| |
| — | |
Long-term debt | |
| |
| | |
|
| |
| |
[c] Interest rate risk
The Company is exposed to interest rate risk on its variable rate bank indebtedness and variable and fixed rate long-term debt. Fixed-rate borrowings expose the Company to fair value risk while variable rate borrowings expose the Company to cash flow risk.
[d] Foreign exchange risk
Foreign exchange risk is the risk that future cash flows or fair value of a financial instrument will fluctuate due to changes in foreign exchange rates.
The Company is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables and borrowings are denominated and the respective functional currencies of the Company and its subsidiaries.
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Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
The Company has certain financial assets and liabilities denominated in United States dollars. The Canadian dollar equivalent carrying amounts of these assets and liabilities are as follows:
| 2024 |
| 2023 | |
$ | $ | |||
Cash | |
| | |
Trade and other receivables | |
| | |
Trade and other payables | |
| |
Sensitivity
A reasonably possible 5% strengthening (weakening) of the U.S. dollar against the Canadian Dollar at the reporting date would have increased (decreased) net loss and other comprehensive loss by the amounts shown below. This analysis assumes that all other variables remain constant.
| Net Loss |
| Other Comprehensive Income | |||||
+ |
| - | + |
| - | |||
$ | $ | $ | $ | |||||
August 31, 2024 | |
| ( |
| ( |
| |
27. Segment information
The Company operates in
The
The following summary describes the operations of each of the Company’s reportable business segments:
a. | Sale of electric boats – manufacture of customized electric boats for consumer market and sale of boat parts maintenance, and |
b. | Rental of electric boats – short-term rental operation and boat club membership. |
Sales between segments are accounted for at prices that approximate fair value. No business segments have been aggregated to form the above reportable business segments.
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Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
| Year ended August 31, 2024 | |||||||
| Sale of |
| Rental of |
| Inter-segment |
| ||
electric boats | electric boats | eliminations |
| Total | ||||
$ | $ | $ | $ | |||||
Revenue from external customers | | | — | | ||||
Revenue from other segments | | | ( | — | ||||
Segment revenues |
| |
| |
| ( |
| |
Segment gross profit (loss) |
| |
| |
| ( |
| |
Segment loss before tax |
| ( |
| ( |
| ( |
| ( |
Research and development |
| |
| — |
| — |
| |
Office salaries and benefits |
| |
| |
| — |
| |
Year ended August 31, 2023 | ||||||||
Sale of | Rental of | Inter-segment | ||||||
electric boats | electric boats | eliminations | Total | |||||
| $ |
| $ |
| $ |
| $ | |
Revenue from external customers | |
| |
| — |
| | |
Revenue from other segments | |
| |
| ( |
| — | |
Segment revenues | |
| |
| ( |
| | |
Segment gross profit (loss) | ( |
| |
| ( |
| | |
Segment loss before tax | ( |
| ( |
| ( |
| ( | |
Research and development | |
| — |
| ( |
| | |
Office salaries and benefits | |
| |
| |
| |
August 31, 2022 | ||||||||
Sale of | Rental of | Inter-segment | ||||||
electric boats | electric boats | eliminations | Total | |||||
| $ |
| $ |
| $ |
| $ | |
Revenue from external customers | |
| |
| — |
| | |
Revenue from other segments | |
| |
| ( |
| — | |
Segment revenues | |
| |
| ( |
| | |
Segment gross profit (loss) | |
| |
| ( |
| | |
Segment (loss) profit before tax | ( |
|
| ( |
| ( | ||
Research and development | |
| — |
| — |
| | |
Office salaries and benefits | |
| |
| — |
| |
August 31, 2024 | ||||||||
Sale of | Rental of | Inter-segment | ||||||
electric boats | electric boats | Eliminations | Total | |||||
| $ |
| $ |
| $ |
| $ | |
Segment assets | |
| |
| ( |
| | |
Cash | |
| |
| — |
| | |
Additions to property and equipment | |
| |
| ( |
| | |
Segment liabilities | |
| |
| ( |
| |
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Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
August 31, 2023 | ||||||||
Sale of | Rental of | Inter-segment | ||||||
electric boats | electric boats | Eliminations | Total | |||||
| $ |
| $ |
| $ |
| $ | |
Segment assets | |
| |
| ( |
| | |
Cash | |
| |
| — |
| | |
Additions to property and equipment | |
| |
| ( |
| | |
Segment liabilities | |
| |
| ( |
| |
The Company has disclosed the above amounts for each reportable segment because they are regularly reviewed by the Chief Operating Decision Maker.
28. Additional cash flows information
Financing and investing activities not involving cash:
| 2024 |
| 2023 |
| 2022 | |
$ | $ | $ | ||||
Additions to right-of-use assets | |
| |
| | |
Lease termination | |
| |
| |
29. Commitments
In addition to the obligations under leases [note 15], the Company is subject to supply agreements with minimum spend commitments. The amount of the minimum fixed and determinable portion of the unconditional purchase obligations over the next years, is as follows:
| $ | |
2025 | | |
2026 |
In October 2021, EB Rental FL Corp. has entered into lease arrangement for premises, which have not commenced yet and therefore related right-of-use asset and lease liability are not recorded as at August 31, 2024. The lease offers EB Rental FL Corp. a termination clause in case certain contractual requirements are not met by the lessor at the lease commencement date.
The Company’s undiscounted lease commitments related to this lease are as follows as at August 31, 2024:
| $ | |
2025 | | |
2026 | | |
2027 | | |
2028 and thereafter | | |
30. Deconsolidation of subsidiary
On April 25, 2024, the Company sold
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Vision Marine Technologies Inc.
Notes to the consolidated financial statements
August 31, 2024
These consolidated financial statements have been prepared based on the books and records maintained by the Company, and the subsidiaries that it controls. However, due to the above sale of EB Rental, Ltd., the control over this subsidiary was deemed to have been lost as of April 25, 2024. As such, the Company ceased consolidating this subsidiary as at April 25, 2024.
The gain on the disposal of EB Rental, Ltd. at the deconsolidation date was determined as follows:
| $ |
| |||
Fair Value Consideration received |
| ||||
Add: EB Rental, Ltd. net deficit at disposal |
| ||||
- EB Rental Ltd. share capital at disposal | ( | ||||
- EB Rental Ltd. deficit at disposal | |||||
Less: Goodwill attributable to EB Rental, Ltd. | ( | ||||
Total gain on deconsolidation date |
On the deconsolidation date, EB Rental, Ltd.’s net assets (liabilities) were determined as follows:
| $ |
| |
Current assets | |||
Right of use assets | |||
Property, plant and equipment | |||
Other assets | |||
Current liabilities | ( | ||
Lease liabilities | ( | ||
Other comprehensive income | |||
( |
31. Subsequent events
On September 16, 2024, the Company issued
During the month of September 2024,
During the months of September, October and November 2024, the Company issued a total of
During the months of October and November 2024, the Company issued
On October 8, 2024, the Company implemented a reverse stock split, consolidating every
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