XL Fleet Confirms Changes to Warrant Accounting Treatment Following SEC Statement
May 11 2021 - 8:00AM
Business Wire
XL Fleet Corp. (NYSE: XL) (“XL Fleet” or the “Company”), a
leading provider of fleet electrification solutions for commercial
vehicles in North America, today announced that, following a
statement published by the Staff of the U.S. Securities and
Exchange Commission on April 12, 2021 regarding the accounting and
reporting of warrants issued by special purpose acquisition
companies, the consolidated financial statements as of and for the
year ended December 31, 2020 included in the Company’s Annual
Report on Form 10-K filed on March 31, 2021 should be restated.
The restatement will be isolated to this change in accounting
treatment, which the Company believes also applies to a significant
number of companies, and has no impact on historical or
forward-looking cash flow and operations of the Company.
Additionally, the Company believes that the change in the
accounting treatment of the warrants will have no effect on XL
Fleet’s current and future business operations, competitive
position or business strategy.
The restatement pertains to the accounting treatment for both
public and private placement warrants that were outstanding at the
time of the business combination between a wholly-owned subsidiary
of Pivotal Investment Corporation II and XL Hybrids, Inc. that
occurred on December 21, 2020.
As a result of the restatement, these warrants which had
previously been accounted for as equity, will be accounted for as
liabilities. The Company therefore expects to recognize incremental
non-cash non-operating expense in its Statement of Operations of
approximately $25 million to $45 million for the year ended
December 31, 2020. The Company expects that there will be no impact
to its historically reported cash, or cash flows from operating,
investing or financing activities. These estimates are unaudited,
preliminary, and subject to change as management completes the
restatement.
About XL Fleet
XL Fleet is a leading provider of fleet electrification
solutions for commercial vehicles in North America, with more than
150 million miles driven by customers such as The Coca-Cola
Company, Verizon, Yale University and the City of Boston. XL
Fleet’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
Fleet’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.
Forward Looking Statements
Certain statements in this press release may constitute
“forward-looking statements” within the meaning of the federal
securities laws. Forward-looking statements generally are
accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
Such statements may include, but are not limited to, statements
regarding the Company’s intent to restate certain historical
financial statements and the timing and impact of the restatement.
These statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of management and are not predictions of actual performance.
Forward-looking statements are subject to a number of risks and
uncertainties that could cause actual results to differ materially
from the forward-looking statements, including but not limited to
further changes in or developments regarding accounting guidance
regarding warrants; adjustments to the estimates and ranges shared
in this press release following review by the Company’s independent
auditors; failure to realize the anticipated benefits from the
business combination; the effects of pending and future
legislation; the highly competitive nature of the Company’s
business and the commercial vehicle electrification market;
litigation, complaints, product liability claims and/or adverse
publicity; cost increases or shortages in the components or chassis
necessary to support the Company’s products and services; the
introduction of new technologies; the impact of the COVID-19
pandemic on the Company’s business, results of operations,
financial condition, regulatory compliance and customer experience;
the potential loss of certain significant customers; privacy and
data protection laws, privacy or data breaches, or the loss of
data; general economic, financial, legal, political and business
conditions and changes in domestic and foreign markets; the
inability to convert its sales opportunity pipeline into binding
orders; risks related to the rollout of the Company’s business and
the timing of expected business milestones; the effects of
competition on the Company’s future business; the availability of
capital; and the other risks discussed under the heading “Risk
Factors” in the Company’s Annual Report on Form 10-K filed on March
31, 2021 and other documents that the Company files with the SEC in
the future. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. These
forward-looking statements speak only as of the date hereof and the
Company specifically disclaims any obligation to update these
forward-looking statements.
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Investor Contact: xlfleetIR@icrinc.com Media
Contact: PR@xlfleet.com
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