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Plaintree Systems Inc. Management Reports 2025

Jul 29, 2025

42658_rns_2025-07-29_1cb5bb1d-599e-4257-8bde-f18ccc407379.pdf

Management Reports

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS of Plaintree Systems Inc.

For the three and twelve months ending March 31, 2025 and March 31, 2024


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PLAINTREE SYSTEMS INC.

For the three and twelve months ended March 31, 2025 and March 31, 2024

Date: July 24, 2025

The following discussion and analysis is the responsibility of management and has been reviewed by the Audit Committee of Plaintree Systems Inc ("Plaintree" or the "Company") and approved by the Board of Directors of Plaintree. The Board of Directors carries out its responsibilities for the financial statements and management's discussion and analysis principally through the Audit Committee, which is comprised exclusively of independent directors.

The following discussion of the financial condition, changes in financial condition and results of operations of Plaintree is for the twelve months ended March 31, 2025 and 2024. Historical results of operations, percentage relationships and any trends that may be inferred there from are not necessarily indicative of the operating results of any future periods. Unless otherwise stated all amounts are in Canadian dollars following the requirements of the International Financial Reporting Standards ("IFRS"). The information contained herein is dated as of July 24, 2024, and is current to that date, unless otherwise stated. Management is responsible for ensuring that processes are in place to provide sufficient knowledge to support the representations made in the annual filings. Our Audit Committee and Board of Directors provide an oversight role with respect to all public financial disclosures by the Company and have reviewed this MD&A and the accompanying financial statements.

W. David Watson II, President and Chief Executive Officer, and Robert Turley, Chief Financial Officer, in accordance with National Instrument 52-109 ("NI52-109"), have both certified that they have reviewed the annual financial statements and this MD&A ("the annual Filings") and that, based on their knowledge having exercised reasonable diligence, (a) the annual Filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made with respect to the period covered by the annual Filings; and (b) the annual financial statements together with the other financial information included in the annual Filings fairly present in all material respects the financial condition, financial performance and cash flows of the Company, as of the dates and for the periods presented in the annual Filings.

Investors should be aware that the inherent limitations on the ability of certifying officers of a venture issuer to design and implement, on a cost-effective basis, Disclosure Controls and Procedures and Internal Controls over Financial Reporting as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Caution Regarding Forward Looking Information

This MD&A of the Company contains certain statements that, to the extent not based on historical events, are forward-looking statements based on certain assumptions and reflect Plaintree's current expectations. Forward-looking statements include, without limitation, statements evaluating market and general economic conditions, and statements regarding growth strategy and future-oriented project revenue, costs and expenditures. Actual results could differ materially from those projected and should not be relied upon as a prediction of future events. A variety of inherent risks, uncertainties and factors, many of which are beyond Plaintree's control, affect the operations, performance and results of Plaintree and its business, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. Some of these risks, uncertainties and factors include the impact or unanticipated impact of: companies evaluating Plaintree's products delaying purchase decisions; current, pending and proposed legislative or regulatory developments in the


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

jurisdictions where Plaintree operates; change in tax laws; political conditions and developments; intensifying competition from established competitors and new entrants in the industry; technological change; currency value fluctuation; general economic conditions worldwide, including in China; Plaintree's success in developing and introducing new products and services, expanding existing distribution channels, developing new distribution channels and realizing increased revenue from these channels; and Plaintree's success in integrating acquired businesses. This list is not exhaustive of the factors that may affect any of Plaintree's forward-looking statements. Plaintree undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results otherwise. Readers are cautioned not to put undue reliance on forward-looking statements. Readers should also carefully review the risks concerning the business of the Company and the industries in which it operates generally described in the documents filed from time to time with Canadian securities regulatory authorities.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Plaintree Systems Inc. ("Plaintree" or the "Company") was incorporated in Canada under the Canada Business Corporation Act and is publicly traded on the Canadian Securities Exchange ("CSE") under "NPT". Plaintree is a diversified company with proprietary technologies and manufacturing capabilities in structural design and aerospace. The Company operates an Applied Electronics division, consisting of the Hypernetics division, Summit Aerospace USA Inc. ("Summit Aerospace") and the Elmira Stove Works business, and a Specialty Structures division consisting of the Triodetic business, Spotton Corporation. The Hypernetics business manufactures avionic components for various applications including aircraft antiskid braking, aircraft indicators, solenoids and permanent magnet alternators. The Triodetic business is a design/build manufacturer of steel, aluminum, and stainless steel specialty structures such as commercial domes, free form structures, barrel vaults, space frames, and industrial dome coverings. Summit Aerospace specializes in the high-end machining of super-alloys for the aircraft and helicopter markets. Spotton's business involves the design and manufacture of high-end custom hydraulic and pneumatic cylinders for the industrial, automation and oil and gas markets. The Elmira Stove Works business manufactures custom vintage-inspired kitchen appliances for the North American consumer market.

The address of the Company's registered office and principal place of business is 10 Didak Drive, Arnprior, Ontario.

Control Activities

The Company's Chief Executive Officer and Chief Financial Officer exercise reasonable diligence around the controls and procedures designed to provide reasonable assurance that financial information disclosed is recorded, processed and disclosed reliability.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Selected Annual Financial Information

Company's consolidated financial statements are stated in Canadian dollars and are prepared in accordance with International Financial Reporting Standards ("IFRS"). The following table sets forth selected financial information from the Company's interim financial statements:

($000s, except per share amounts)

Revenue

Net earnings (loss) and comprehensive earnings (loss)

Net earnings (loss) attributed to common shareholders

Basic and diluted earnings (loss) per share

Twelve months ended
March 31, 2025 March 31, 2024
23,847 24,205
(1,811) 1,072
(3,277) (394)
(0.25) (0.03)

($000s, except per share amounts)

Total assets

Total liabilities

Long-term liabilities

Cash dividends declared per share

March 31, 2025 March 31, 2024
$ $
13,859 14,985
14,775 14,091
5,103 7,851
nil nil

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results from Operations

($000s)

Revenue Twelve months ended Change from
March 31, 2025 March 31, 2024
$ $ $
Cost of sales 23,847 24,205 (358)
Gross margin 19,274 16,562 2,712
4,573 7,643 (3,069)
19% 32%
Operating expenses:
Engineering and design 1,837 1,767 70
Finance and administration 1,958 2,228 (270)
Sales and marketing 1,491 1,906 (416)
Bad debts 27 28 (1)
Loss on disposal of assets (136) 40 (176)
Interest expense 281 302 (21)
(Gain) on foreign exchange (90) 198 (288)
Loss on Impairment 996 360 636
Gain on lease modification - - -
Gain on loan derecognition - (258) 258
6,363 6,571 (208)
Net earnings and comprehensive earnings (1,811) 1,072 (2,883)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business segment information

The Company's chief decision maker, the CEO, tracks the Company's operations as two business segments - the design, development, manufacture, marketing and support of electronic product, and the specialty structural products. The Company determines the geographical location of revenue based on the location of its customers. Of the total balance of $4,189,355 (2024 - $4,806,300) in property, plant and equipment, $3,481,048 (2024 - $3,917,598) is located in Canada and $708,307 (2024 - $888,702) in the United States. All the Company's intangible assets are primarily located in Canada.

Revenue by division

Twelve months ending
March 31, 2025 March 31, 2024
$ $
Applied Electronics 7,052,767 10,512,522
Specialty Structures 16,794,428 13,692,283
23,847,195 24,204,805
Revenue by geographical location Twelve months ending
March 31, 2025 March 31, 2024
$ $
Canada 10,578,881 9,810,267
United States 7,608,984 14,188,291
Other 5,659,330 206,247
23,847,195 24,204,805
Net earnings (loss) before taxes by division Twelve months ending
March 31, 2025 March 31, 2024
$ $
Applied Electronics (3,264,771) (754,024)
Specialty Structures 1,475,396 1,825,930
(1,789,375) 1,071,906
Loss on impairment by division Twelve months ending
March 31, 2025 March 31, 2024
$
Applied Electronics 995,621 360,000
Specialty Structures 0 0
995,621 360,000

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Twelve months ending
March 31, 2025 March 31, 2024
Number of customers 2 2
% of total revenue 10%, 29% 11%, 15%
Assets by division Twelve months ending
March 31, 2025 March 31, 2024
$ $
Applied Electronics 6,517,582 9,458,465
Specialty Structures 7,341,077 5,526,162
Intangibles by division Twelve months ending
March 31, 2025 March 31, 2024
$ $
Applied Electronics 0 891,842
Specialty Structures 0 0

Revenues

Total product revenue from ongoing operations for fiscal 2025 was $23,847,195 compared to $24,204,805 for the first twelve months of fiscal 2024.

Plaintree has two diversified business divisions: Specialty Structures and Applied Electronics.

Plaintree's Applied Electronics Division revenues from operations decreased in fiscal 2025 to $7,052,767 compared to $10,512,522 in fiscal 2024.

Plaintree's Specialty Structures Division revenues from operations increased to $16,794,428 in fiscal 2025 from $13,692,283 in fiscal 2024.

Gross Margin

Total gross margin decreased during fiscal 2025, at 19% compared to 32% for fiscal 2024. Included in fiscal 2025 cost of goods sold are costs that were unavoidable, even in segments with falling revenues, including Summit Aerospace USA Inc., whose Gross Margin fell $357,526 year over year and Elmira whose Gross Margin fell $2,373,005. A one-time provision for inventory of $1,112,870 is reflected in this figure.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Operating Expenses

Engineering and design expenses

Engineering and design expenses were $1,836,994 and $1,767,010 for fiscal years 2025 and 2024, respectively. Engineering and design expenditures consist primarily of development engineering and personnel expenses.

Finance and administration expenses

Finance and administration expenses were $1,964,837 and $2,227,864 for fiscal years 2025 and 2024, respectively. Finance and administration expenses consist primarily of costs associated with managing the Company's finances, which include financial staff, legal, and audit activities. Management adjusted spending, where possible, to coincide with divisions with falling revenues.

Sales and marketing expenses

Sales and marketing expenses were $1,490,672 and $1,906,358 for fiscal years 2025 and 2024. These expenses consist primarily of personnel and related costs associated with the Company's sales and marketing departments, which include sales commissions, advertising, travel, trade shows, and other promotional activities. Management adjusted spending where possible to coincide with divisions with falling revenues.

Bad debts

An allowance for doubtful accounts has been created for an account in the amount of $26,920 ($27,638 - 2024) for potentially uncollectable amounts. This relates to a tenant that has sublet office space and is more than three months in arrears. A personal guarantee from the tenant's owner has been obtained.

Loss (Gain) on Disposal

Various production equipment was disposed of during fiscal 2025 resulting in a gain on disposal for assets with NIL remaining net book value in the amount of $10,686 as well as a sale at fair market value to a related party of assets resulting in a gain of $125,624 for a combined gain on sale of $136,310 ($39,944 - 2024).

Loss on impairment

Loss on impairment consists of a write-down of Software, Brands and Customer Relationships related to the Elmira Stove Works acquisition. Loss on impairment amounted to $995,621 and $360,000 for fiscals 2025 and 2024 respectively. Management determined that an impairment charge was required to write off intangible assets of $380,407 to Brands and $357,757 to Customer Relationships, $43,255 to Software and $214,202 to Inventory. The recoverable amount was assessed by reference to the fair value less costs of disposal ("FVLCD") calculation amounted to $414,188 as at March 31, 2025.

Interest expense

Interest expense consists of interest incurred on bank debt. Interest expenses amounted to $281,258 and $301,956 for fiscals 2025 and 2024 respectively. The majority of the Company's debt accrues interest at variable rates based on the Company's bank prime lending rate of interest.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Loss (Gain) on foreign exchange

The Company reported a gain on foreign exchange of $(89,921) and a loss of 197,670 in fiscals 2025 and 2024, respectively. The (gain)/loss on foreign exchange represents the (gain)/loss, realized or unrealized, of transactions and year-end foreign balances that are completed in currencies other than the Company's reporting currency.

Net (loss) earnings, Comprehensive earnings and Net earnings Attributable to Common Shareholders

Net loss and comprehensive loss for fiscal 2025 was $(3,277,152) and Net loss and comprehensive loss for fiscal 2024 was $(394,094). Net income attributed to common shareholders is calculated by reducing net income by the $1,466,000 cumulative dividends that accrue annually on the Class A preferred shares. The cumulative dividends accrue at 8% per annum on the face value of the $18,325,000 for the Class A preferred shares and as March 31, 2025 the accrued and unpaid dividends on the Class A preferred shares were $24,122,000 (March 31, 2024 - $22,656,000). Contributors to the year-over-year change are the impairment cost of $995,621, a one-time inventory provision charge of $1,112,870, falling revenue in Elmira Stove Works due to CSA recertification issues and losses attributed to the Summit Aerospace USA Inc. division which, subsequent to the fiscal year end, management has decided to wind down.

Quarterly Results

The following table sets out selected unaudited consolidated financial information for the last eight quarters in fiscals 2025 and 2024:

Quarters ended (unaudited, in $000s except per share data)

Mar-31 Dec-31 Sep-30 Jun-30 Mar-31 Dec-31 Sep-30 Jun-30
2025 2024 2024 2024 2024 2023 2023 2023
Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1
2025 2025 2025 2025 2024 2024 2024 2024
$ $ $ $ $ $ $ $
Revenue 5,124 4,595 6,846 7,283 6,273 4,857 5,178 7,753
Net earnings (loss) and total comprehensive earnings (loss) (2338) 12 (611) 1126 740 (174) (44) 665
Net (loss) earnings attributed to common shareholders (2,705) (355) (977) 760 374 (540) (410) 298
Basic and diluted (loss) earnings per share (0.21) (0.03) (0.08) 0.06 0.03 (0.04) (0.06) 0.02

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

March 31, 2025 March 31, 2024 Change
Cash $ (2,700) $ (1,880) $ (821)
Working Capital (3) 3,047 (3,050)
March 31, 2025 March 31, 2024 Change
Net cash provided by (used in): $ $ $
Operating activities 1,059 1,581 (522)
Investing activities (557) (569) 12
Financing activities (1,322) (1,795) 473

Cash

As at March 31, 2025, the Company had a cash deficit of $(2,700,232) an increase in the cash deficit of $(820,695) from cash deficit of $(1,879,537) in March 31, 2024.

Working Capital

Working capital represents current assets less current liabilities. As at March 31, 2025, the Company had working capital of $(3,495) compared to a working capital of $3,047,327 at March 31, 2024. The company's debt is subject to certain covenants, which the Company was not in compliance with, and as such, has reclassified $1,407,954 of liabilities as current that would otherwise be considered long-term. Also of note is an $861,870 increase in deferred revenue, which is a reflection of the timing of projects, which is recognized on a percentage of completion basis.

Operating activities

Cash provided by operating activities during the first twelve months of fiscal 2025 was $1,059,025, representing a decrease of $522,122 from cash provided of $1,581,147 for the respective period during fiscal 2024. Cash provided during the period related to lower operational profits, deferred revenue, and general working capital improvements.

Investing activities

Cash (used in) investing activities during fiscal 2025 was $(557,367) representing, an increase of $11,569 in investing activities from cash (used in) investing activities of $(568,937) in the respective period during fiscal 2024. Cash used in investing activities during fiscal 2025 relates primarily to the purchases of manufacturing equipment and computer equipment.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financing activities

Cash (used in) financing activities during fiscal 2024 was $(1,322,353) representing a decrease of $472,664 from cash (used in) of $(1,795,017) during the respective period in fiscal 2025. Cash used in financing activities during fiscal 2025 relates primarily to the repayment of long-term debt and leases. The decrease is due primarily to Management adjusting spending, where possible, to coincide with divisions with falling revenues.

Outlook

The Company has in place a credit facility of up to $4,000,000 CAD through its bank based on acceptable trade receivables and inventory. The total amount available to the Company as at March 31, 2025 was $3,814,496 CAD of which $2,700,232 was in use leaving $1,114,264 CAD available. The Company through its bank has in place a credit facility of up to $3,500,000 CAD for the issuance of standby letters of credit and/or letters of guarantee insured by Export Development Corporation ("EDC") Performance Security Guarantee of which $2,910,476 CAD was in use as at March 31, 2024. The Company has in place a credit facility of up to $2,000,000 CAD to assist with financing of new and used equipment. As at March 31, 2025, $1,014,104 CAD was in use leaving $985,896 CAD available (Note 7 Lease obligations). The Company has in place a credit facility of up to $939,108 CAD through its bank to fund the Elmira purchase consideration of which $939,108 was used at March 31, 2025.

On July 23, 2025 the Company announced its intention to initiate an orderly wind-down of the business and operations of Summit Aerospace USA Inc. Following its closure, the Company will proceed with the liquidation of Summit's assets. This decision was taken primarily due to a material reduction in business from one of Summit's major customers, which business management has determined is unlikely to recover. In fiscal 2025, the revenue generated by the Summit Aerospace USA Inc. business was $2,408,450 and represented 10.1% of Plaintree's consolidated revenue and its net loss before income tax and other expenses was $416,058 representing 52.4% of the consolidated net loss before income tax and other expenses. Summit Aerospace USA Inc. represents 11.7% of Plaintree's consolidated total assets. Summit will cease operations on or about August 15, 2025.

Due to related parties

March 31, 2025 March 31, 2024
$ $
Due to senior officers 3,615,401 3,663,669
Dividends payable 60,000 60,000
Due to Targa Group Inc. 247,672 247,672
Due to Tidal Quality Management Inc. 398,388 398,388
Due to Targa Group Inc, line of credit interest 242,598 242,598
Due to Targa Group Inc, demand loan interest 201,393 201,393
4,765,451 4,813,720
Less: current portion (50,000) (50,000)
4,715,451 4,763,720

Targa Group Inc. and Tidal Quality Management Inc. are companies under common control.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As at March 31, 2025, a balance of $3,615,401 ($2,479,767 principal and $1,135,634 interest); March 31, 2024 - $3,663,669 ($2,528,035 principal and $1,135,634 interest) remained owing to senior officers of the Company. The parties agreed to discontinue interest payments accruing on balances as of April 1, 2016. During the year payments in the amount of $48,268 were repaid to senior officers. As of March 31, 2025, $50,000 was classified as current. The balance of the amount is classified as long-term, as the related party has agreed with third-party lenders to postpone repayments.

On July 14, 2011, the board of directors of the Company declared a cash dividend of $10.91405 per Class A preferred share ($200,000 in the aggregate) payable on July 22, 2011, to the holders of record at the close of business on July 18, 2011. The Class A preferred shares are held by related parties and are entitled to annual cumulative dividends of 8% on the $1,000 redemption amount of the Class A preferred share. An amount of $60,000 ($60,000 in 2024) of the dividend remains outstanding as at March 31, 2025. The balance of the amount is classified as long-term, as the related party has agreed with third-party lenders to postpone repayments.

As at March 31, 2025, interest in the amount of $247,672 ($247,672 - March 31, 2024) on a loan from Targa remains outstanding. The balance of the amount is classified as long-term, as the related party has agreed with third-party lenders to postpone repayments.

As at March 31, 2025, a balance of $398,388 rent arrears consist of $215,500 rent arrears and $182,888 interest); March 31, 2024 - $398,388 ($215,500 rent arrears and $182,888 interest) remained owing to a related party controlled by Targa, Tidal Quality Management Corp. The party agreed to discontinue interest accruing on unpaid balances as at April 1, 2016. Until then the interest rate was at bank prime plus 2%. The balance of the amount is classified as long-term, as the related party has agreed with third-party lenders to postpone repayments.

The Company has a revolving line of credit of up to $1,000,000 with Targa. Under the loan agreements, all amounts advanced to the Company are payable on demand and bear interest at bank prime plus 2%. The Targa Credit Line is secured by a security interest granted over the assets of the Company. As at March 31, 2025, $NIL ($NIL - March 31, 2024) remained outstanding on the line of credit with accumulated interest of $242,598 ($242,598 - March 31, 2024) outstanding for a balance of $242,598 ($242,598 - March 31, 2024). The balance of the amount is classified as long-term, as the related party has agreed with third-party lenders to postpone repayments.

Interest in the amount of $66,581 ($66,581 - March 31, 2024) remained outstanding on a demand loan with Targa. The balance of the amount is classified as long-term, as the related party has agreed with third-party lenders to postpone repayments. Accumulated interest in the amount of $134,812 ($134,812 - March 31, 2024), on a loan from Targa remains outstanding as of March 31, 2025. The balance of the amount is classified as long-term, as the related party has agreed with third-party lenders to postpone repayments.

Rents in the form of lease payments paid to Tidal Quality Management Corporation during the twelve months ended March 31, 2025, totaled $992,140 ($685,976 - March 31, 2024). The above related party transactions are measured at their exchange amount, which is the amount agreed to by the parties. The lease agreement was updated during the fiscal year.

Facilities

The Company leases a 135,500 sq. /ft. building at 10 Didak Drive in Arnprior, Ontario and a sales office and showroom in Elmira, ON for the Elmira Stove Works Inc.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company along with its wholly-owned US subsidiary owns a 16,300 sq. ft. manufacturing facility in Pocono Summit, PA.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Summary of Outstanding Share Data

As at July 24, 2025 the following equity instruments of the Company were issued and outstanding:

Common Shares: 12,925,253

Class A Preferred Shares: * 18,325

  • The Class A Preferred shares provide an 8% cumulative dividend based on a value of $1,000 per share, are redeemable at the option of the Company at any time at $1,000 per share plus accrued dividends and they are non-voting.

Convertible Debentures:** $nil principal value

** The Company has issued various tranches of convertible debentures to related parties for total outstanding value at March 31, 2025 of $247,672 in accrued interest only. Interest is convertible in cash only.

Options:*** 880,000

Additional information relating to the Company may be found on SEDAR at www.sedar.com or the Company's website at www.plaintree.com.