Remains on Track to Complete Merger with
Pivotal Investment Corporation II (NYSE: PIC) in Fourth Quarter of
2020
XL Fleet (“XL” or the “Company”), a leader in vehicle
electrification solutions for commercial and municipal fleets,
today announced that its revenue for the third quarter of 2020 was
the highest for a single quarter in the Company’s history.
XL achieved record quarterly total GAAP revenue of $6.3 million
for the third quarter of 2020. In comparison, XL achieved $2.6
million in revenue for the third quarter in 2019, and approximately
$7.2 million in revenue for the full fiscal year ended December 31,
2019. The revenue increase was driven by continued product adoption
across the Company’s portfolio, which is currently comprised of
XL’s core hybrid and plug-in hybrid electric drivetrain business.
The Company expanded margins that resulted in positive gross
margins of 12.1% for the third quarter of 2020, as compared to
negative (3.7%) for the third quarter of 2019.
Due to strong year-to-date results, XL remains on track to
deliver on its full year 2020 revenue forecast of approximately $21
million. XL continues to grow its sales opportunity pipeline for
2021 to $220 million as of today, which supports XL’s current
revenue forecast of $75 million for fiscal year 2021.
“Our record Q3 revenue nearly matches our performance for the
entire prior calendar year in a single quarter,” said Dimitri
Kazarinoff, Chief Executive Officer of XL. “This accomplishment is
a testament to the strength of XL’s differentiated platform and
proven business model. We are excited by the strong momentum we are
experiencing across our product portfolio, the increased adoption
from existing customers, and the continued expansion of new
customer relationships across North America. We look forward to
further leveraging our deep customer and partner relationships to
build on this success, drive significant growth, and advance our
leadership position within commercial fleet electrification.”
“Fleet electrification is a massive long-term opportunity
supported by favorable market and regulatory trends and an enduring
focus on the decarbonization of operations by fleet owners
globally,” said Tod Hynes, Founder and Chief Strategy Officer of
XL. “We are committed to delivering solutions that meet our
customers’ sustainability objectives and reliability requirements
through products and services available today. Moreover, XL’s
strong track-record, long-term relationships, and established
supply chain partnerships continue to provide opportunities to
further scale our business and broaden our product portfolio.”
XL remains on track to complete its previously announced merger
agreement with Pivotal Investment Corporation II (NYSE: PIC)
(“Pivotal”) in the fourth quarter of 2020. Upon closing, the
combined company will be named XL Fleet Corp. and is expected to
remain listed on the New York Stock Exchange under a new ticker
symbol, “XL”, with no material debt expected to be outstanding.
Pivotal filed its amended registration statement on Form S-4 with
the U.S. Securities and Exchange Commission on November 12, 2020,
which includes a complete set of XL’s financial results through the
end of the third quarter of 2020.
About XL Fleet
XL Fleet is a leading provider of vehicle electrification
solutions for commercial and municipal fleets in North America,
with more than 130 million miles driven by customers such as The
Coca-Cola Company, Verizon, Yale University and the City of Boston.
XL’s hybrid and plug-in hybrid electric drive systems can increase
fuel economy up to 25-50 percent and reduce carbon dioxide
emissions up to 20-33 percent, decreasing operating costs and
meeting sustainability goals while enhancing fleet operations. XL's
plug-in hybrid electric drive system was named one of TIME
magazine's best inventions of 2019.
For additional information, please visit www.xlfleet.com.
About Pivotal Investment Corporation II
Pivotal Investment Corporation II (NYSE: PIC) is a blank check
company organized for the purpose of effecting a merger, share
exchange, asset acquisition, stock purchase, recapitalization,
reorganization, or other similar business combination with one or
more businesses or entities. On September 18, 2020, Pivotal
announced that it had entered into a definitive merger agreement
with XL Fleet. Upon closing, the combined company will be named XL
Fleet and is expected to remain listed on the New York Stock
Exchange under a new ticker symbol, “XL”. For additional
information, please visit https://www.pivotalic.com/.
Important Information and Where to Find It
This communication is being made in respect of the proposed
merger transaction involving Pivotal and XL. Pivotal filed a
registration statement on Form S-4 with the Securities and Exchange
Commission (the “SEC”), which includes a proxy statement/prospectus
of Pivotal, and certain related documents, to be used at the
meeting of shareholders to approve the proposed business
combination and related matters. INVESTORS AND SECURITY HOLDERS OF
PIVOTAL ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND ANY
AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED
WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT XL,
PIVOTAL AND THE BUSINESS COMBINATION. The definitive proxy
statement will be mailed to shareholders of Pivotal as of a record
date to be established for voting on the proposed business
combination. Investors and security holders will also be able to
obtain copies of the registration statement and other documents
containing important information about each of the companies once
such documents are filed with the SEC, without charge, at the SEC's
web site at www.sec.gov.
The information contained on, or that may be accessed through,
the websites referenced in this press release is not incorporated
by reference into, and is not a part of, this press release.
Participants in the Solicitation
Pivotal, XL and certain of their respective directors and
executive officers may be deemed participants in the solicitation
of proxies from the shareholders of Pivotal in favor of the
approval of the business combination and related matters.
Shareholders may obtain more detailed information regarding the
names, affiliations and interests of certain of Pivotal’s executive
officers and directors in the solicitation by reading Pivotal’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2019, and the proxy statement and other relevant materials filed
with the SEC in connection with the business combination when they
become available. Information concerning the interests of Pivotal’s
participants in the solicitation, which may, in some cases, be
different than those of their stockholders generally, will be set
forth in the proxy statement relating to the business combination
when it becomes available. You may obtain free copies of these
documents filed with the SEC, without charge, at the SEC's web site
at www.sec.gov.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
Forward Looking Statements
The information in this press release includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other
than statements of present or historical fact included in this
presentation, regarding the proposed business combination,
including Pivotal’s ability to consummate the transaction, the
timing of the closing of the business combination, the benefits of
the transaction and the combined company’s future financial
performance, as well as the combined company’s strategy, future
operations and product and service offerings, estimated financial
position, estimated revenues and losses, projected costs,
prospects, customer pipeline, plans and objectives of management,
and the Company’s ability to achieve its forecasted revenue targets
are forward-looking statements. Forward-looking statements are
inherently subject to risks, uncertainties and assumptions. These
statements may be preceded by, followed by or include the words
“anticipates,” “believes,” “estimates,” “expects,” “projects,”
“forecasts,” “may,” “will,” “should,” “seeks,” “plans,”
“scheduled,” “anticipates” or “intends” or similar expressions.
Such forward-looking statements involve risks and uncertainties
that may cause actual events, results or performance to differ
materially from those indicated by such statements. Certain of
these risks are identified and discussed in Pivotal’s Annual Report
on Form 10-K for the year ended December 31, 2019 under Risk
Factors in Part I, Item 1A and in Pivotal’s Quarterly Reports on
Form 10-Q for the quarters ended June 30, 2020 and September 30,
2020. These risk factors will be important to consider in
determining future results and should be reviewed in their
entirety. These forward-looking statements are expressed in good
faith, and Pivotal and XL believe there is a reasonable basis for
them. However, there can be no assurance that the events, results
or trends identified in these forward-looking statements will occur
or be achieved. Forward-looking statements speak only as of the
date they are made, and neither Pivotal nor XL is under any
obligation, and expressly disclaim any obligation, to update, alter
or otherwise revise any forward-looking statement, whether as a
result of new information, future events or otherwise, except as
required by law. Readers should carefully review the statements set
forth in the reports, which Pivotal has filed or will file from
time to time with the SEC.
In addition to factors previously disclosed in Pivotal’s reports
filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results to differ materially from forward-looking statements
or historical performance: the parties’ ability to meet the closing
conditions to the merger, including approval by stockholders of
Pivotal and XL on the expected terms and schedule and the risk that
regulatory approvals required for the merger are not obtained or
are obtained subject to conditions that are not anticipated; delay
in closing the merger or the PIPE Offering; failure to realize the
benefits expected from the proposed transaction; the effects of
pending and future legislation; risks related to disruption of
management time from ongoing business operations due to the
proposed transaction; business disruption following the
transaction; other consequences associated with mergers,
acquisitions and divestitures and legislative and regulatory
actions and reforms; risks associated with XL’s business, including
the highly competitive nature of XL’s business and the market for
hybrid electric vehicles; litigation, complaints, product liability
claims and/or adverse publicity; cost increases or shortages in the
components necessary to support XL’s products and services; the
introduction of new technologies; privacy and data protection laws,
privacy or data breaches, or the loss of data; and the impact of
the COVID-19 pandemic on XL’s business, results of operations,
financial condition, regulatory compliance and customer
experience.
Any financial projections in this communication are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond Pivotal’s and XL’s control. While all
projections are necessarily speculative, Pivotal and XL believe
that the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the
projection extends from the date of preparation. The assumptions
and estimates underlying the projected results are inherently
uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those
contained in the projections. The inclusion of projections in this
communication should not be regarded as an indication that Pivotal
and XL, or their respective representatives and advisors,
considered or consider the projections to be a reliable prediction
of future events.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
in an investment in Pivotal and is not intended to form the basis
of an investment decision in Pivotal. All subsequent written and
oral forward-looking statements concerning Pivotal and XL, the
proposed transactions or other matters and attributable to Pivotal
and XL or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statements above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201112005378/en/
For XL Fleet
Media: Eric Foellmer (617) 648-8551 efoellmer@xlfleet.com
Investors: Marc Silverberg ICR, Inc. XLFleetIR@icrinc.com
For Pivotal Investment Corporation II
Jonathan Gasthalter/Nathaniel Garnick/Sam Fisher Gasthalter
& Co. (212) 257-4170 pivotal@gasthalter.com
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