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 first quarter 2021
financial results.
First Quarter 2021 and Recent Highlights
- Generated revenue for first quarter of 2021 of $0.7 million,
compared to $1.2 million in the prior year
- Exited first quarter of 2021 with cash balance of $404 million
as of March 31, 2021
- Achieved over 4,300 cumulative hybrid and plug-in hybrid
systems sold through first quarter of 2021
- Appointed Cielo Hernandez, an accomplished financial executive
with over 25 years of experience, as CFO of XL Fleet
- Announced acquisition of World Energy Efficiency Services, LLC
(“World Energy”) to accelerate fleet electrification adoption and
expand XL Grid charging infrastructure offering
Management Commentary
“As we anticipated, the first quarter was challenging, with OEM
delays continuing to impact the entirety of the automotive supply
chain,” said Dimitri Kazarinoff, Chief Executive Officer of XL
Fleet. “While near-term uncertainty remains in place, we continue
to position our company for accelerated growth, adding key
leadership and scaling our organization to meet the increasing
demand for vehicle electrification. We exited the first quarter
with more than $400 million of cash on hand, allowing us to remain
opportunistic in executing on our organic and inorganic growth
strategy, including today’s announcement of our strategic World
Energy acquisition.”
“As a market leader in fleet electrification, we continue to
benefit as customers accelerate their electrification decisions
while remaining focused on the reliability and zero downtime nature
that our customers’ applications require,” said Tod Hynes, Founder
& President of XL Fleet. “With over 4,300 systems and more than
154 million miles on the road today, we gain more knowledge about
our customers’ application needs by the day, informing the
continued and future development of our growing suite of fleet
electrification solutions. We are particularly excited to announce
the highly complementary acquisition of World Energy, which we
believe will enable our customers to deploy more charging
infrastructure at their facilities more rapidly and with a lower
total cost of ownership. This acquisition will also accelerate the
build out, expansion and capabilities of our XL Grid division.”
Outlook
“Demand for our electrified solutions continues to increase and
customer engagement remains robust,” added Mr. Kazarinoff.
“However, the previously discussed supply chain issues stemming
from the ongoing impacts of COVID-19 and wide scale shortages of
key materials remain in place across the broader automotive
industry during the second quarter. This dynamic continues to
significantly interrupt our customers’ ability to acquire the new
vehicles on which our systems are installed.”
“While these factors continue to cause near-term uncertainty, we
have seen modest improvement in demand visibility for the second
half of the year,” continued Mr. Kazarinoff. “Many municipal
customers have new budgets beginning in July, and we believe that
the desire to improve the sustainability of fleet operations is
gaining momentum across the industry and driving demand growth for
our products and services. We expect our seasonality to be more
pronounced this year, with a significant majority of our revenue
anticipated to be realized in the second half of the year, as
COVID-related demand impacts are expected to abate, and commercial
customers push for vehicle deliveries ahead of 2022.”
“We believe that our all-electric solutions are currently on
track to begin initial shipments beginning in 2022, and we continue
to pursue opportunities for expansion into international markets,”
concluded Mr. Kazarinoff.
First Quarter 2021 Financial Results
Revenue totaled $0.7 million in the first quarter of 2021
compared to $1.2 million in the first quarter of 2020. Gross loss
was $0.7 million for the first quarter of 2021, compared to a gross
loss of $0.05 million in the first quarter of 2020. Adjusted EBITDA
was ($9.9) million for the first quarter of 2021, compared to
($3.5) million for the first quarter of 2020. Net income was $61.9
million for the first quarter of 2021, compared to net loss of $6.5
million in the first quarter of 2020. Net income for the first
quarter of 2021 includes a non-cash gain from the change in fair
value of warrant liability of $72.0 million. Adjusted net loss was
$10.1 million for the first quarter of 2021, compared to adjusted
net loss of $4.9 million in the first quarter of 2020.
Balance Sheet and Capital
Cash and cash equivalents as of March 31, 2021 totaled $404.1
million compared to $329.6 million as of December 31, 2020. Total
debt outstanding as of March 31, 2021 was approximately $0.1
million. XL Fleet has approximately 139.1 million shares of Common
Stock outstanding as of March 31, 2021.
Operating Summary
Since the beginning of 2020, the Company shipped a total of
1,506 systems, of which, 31 systems were shipped during the first
quarter of 2021. Systems shipped since the beginning of 2020
include XL Fleet’s hybrid and plug-in hybrid systems. XL Fleet is
currently developing all electric systems, and remains on track to
begin shipments in the fourth quarter of 2021.
XL Fleet Acquires World Energy Efficiency Services
Today, XL Fleet announced the acquisition of World Energy
Efficiency Services, a Northeast leader in the delivery of turnkey
energy efficiency, renewable technology, electric vehicle charging
station and other cutting edge energy solutions for small to
mid-sized facilities. The acquisition accelerates XL Fleet’s suite
of fleet electrification solutions, enables customers to charge
more vehicles at their existing facilities which have power
constraints, and expands the capabilities and capacity of the
Company’s XL Grid division.
We believe that the bolt-on acquisition expands XL Fleet’s EV
charging infrastructure capabilities, unlocks additional energy
management and savings services for its customers, and enables
additional sales opportunities for existing and potential XL Fleet
customers.
World Energy generated $18 million of total revenue and was free
cash flow positive for full-year 2020. Total consideration for the
acquisition is approximately $16 million. The transaction was
approved by both companies' Boards of Directors and was completed
effective May 17, 2021.
First Quarter 2021 and Recent Operational & Business
Updates
- In April 2021, XL Fleet appointed Cielo M. Hernandez as Chief
Financial Officer of XL Fleet. Ms. Hernandez is a finance
professional with more than 25 years of experience, with an
extensive track record of leading global teams and strategies for
publicly traded and private companies. Prior to joining XL Fleet,
she served as Senior Vice President and Chief Financial Officer of
South Jersey Industries, Inc., a publicly traded energy utility
company.
- In April 2021, XL Fleet and Dickinson Fleet Services
(“Dickinson”) announced a partnership to expand XL Fleet’s
nationwide service capacity to support the Company’s growth of
electrified vehicle deployments over the past year, and its
anticipated acceleration in 2021 and beyond.
- In April 2021, XL Fleet and Apex Clean Energy announced that XL
Fleet is electrifying Apex’s vehicle fleet as part of a
comprehensive effort to reduce its carbon emissions.
- In March 2021, XL Fleet opened its newest commercial fleet
electrification technology center, an approximately 25,000
square-foot engineering facility located in the Metro Detroit
region. The state-of-the-art facility is strategically located with
access to world-class automotive and engineering talent, and will
be utilized for the design, development, testing and production of
electrification solutions.
- In March 2021, XL Fleet completed the redemption of its Public
Warrants, resulting in an additional approximately $86 million of
cash proceeds and further streamlining the Company’s capital
structure.
- In February 2021, XL Fleet reached a strategic partnership with
UBS Arena and the New York Islanders, with the opportunity to
explore the deployment and operation of 1,000 EV charging stations
at UBS Arena. XL Fleet intends to support this project through the
development, deployment and management of a robust suite of
electrification infrastructure, including solar power generation,
energy storage and vehicle charging stations.
- In February 2021, XL Fleet announced a partnership with
Curbtender to develop all-electric, plug-in hybrid and hybrid
electric refuse trucks beginning in 2021. The agreement also
includes the joint development of plug-in hybrid electric versions
of the vehicle, as well as a range of Class 3 to Class 8 vehicle
solutions for the waste management industry.
Conference Call Information
The XL Fleet management team will host a conference call to
discuss its first quarter 2021 financial results and the World
Energy acquisition on Monday, May 17, 2021 at 5:00 p.m. Eastern
Time. The call can be accessed live over the telephone by dialing
855-327-6837, or for international callers, 631-891-4304 and
referencing XL Fleet. Alternatively, the call can be accessed via a
live webcast accessible on the Events & Presentations page in
the Investor Relations section of The Company’s website at
www.xlfleet.com. A replay will be available shortly after the call
and can be accessed by dialing 844-512-2921, or for international
callers, 412-317-6671. The passcode for the replay is 10014684. The
replay will be available until May 31, 2021. An archive of the
webcast will be available for a period of time shortly after the
call on the Investor Relations section of the Company’s website at
www.xlfleet.com.
Restatement of 2020 Financials
In response to guidance provided by the SEC on April 12, 2021
regarding the accounting and reporting of warrants issued by SPACs,
XL Fleet has restated its consolidated financial statements to
change the accounting treatment of its warrants. The restatement is
isolated to XL Fleet's historical accounting for its public
warrants and private placement warrants issued in connection with
its business combination and has no impact on the historical or
forward-looking cash flow and operations of the Company. These
warrants had been accounted for as equity. XL Fleet restated its
fourth quarter and full-year 2020 financial statements to account
for the warrants as liabilities which the Company believes to be
consistent with the April, 2021 SEC guidance. The warrants will be
marked-to-market with non-cash fair value adjustments. During the
first quarter of 2021, the public warrants were exercised by their
holders, and as such, no public warrants remain outstanding at
March 31, 2021. The impacts of these restatements was entirely
non-cash and is expected to have no impact on XL Fleet’s ongoing
business operations or future plans.
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.
About World Energy Efficiency Services
World Energy Efficiency Services is an industry leader in the
delivery of turnkey energy efficiency, renewable technology,
electric vehicle charging station and other cutting-edge energy
solutions. Our organization is focused on improving the overall
energy efficiency of our clients, translating directly into
significant bottom-line savings. By making energy-efficiency
upgrades and adding sophisticated controls to lighting, heating,
ventilation, air conditioning, refrigeration, and process
equipment, clients can expect a material reduction in energy use, a
30-60% decrease in monthly utility costs, and a smaller carbon
footprint. By combining comprehensive energy-efficiency solutions
with utility incentive programs, project management and financing,
World Energy Efficiency Services removes the barriers which can
deter its customers from becoming more energy efficient, adopting
solar solutions, and/or implementing electric vehicle charging
stations.
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.
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
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, as amended and supplemented by the 10-K/A
filed May 17, 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.
Use of Non-GAAP Financial Information
To supplement its consolidated financial statements, which are
prepared and presented in accordance with U.S. generally accepted
accounting principles (“GAAP”), XL Fleet Corp. reports EBITDA,
Adjusted EBITDA, and Adjusted Net Income (Loss) which are non-GAAP
financial measures. EBITDA is determined by taking net income and
adding interest, depreciation and amortization. Adjusted EBITDA is
determined by taking EBITDA and adding loss on extinguishment of
debt, change in fair value of warrant liability and loss on
extinguishment of convertible notes derivative liabilities.
Adjusted Net Income (Loss) is determined by taking Net Income
(Loss) and adding Loss on extinguishment of debt, change in fair
value of warrant liability, and change in fair value of convertible
notes payable derivative liabilities. This prospective financial
information was not prepared with a view toward compliance with
published guidelines of the SEC or the guidelines established by
the American Institute of Certified Public Accountants for
preparation and presentation of prospective financial information
or U.S. GAAP with respect to forward looking financial information.
We believe that these non-GAAP measures, viewed in addition to and
not in lieu of our reported GAAP results, provides useful
information to investors by providing a more focused measure of
operating results, enhances the overall understanding of past
financial performance and future prospects, and allows for greater
transparency with respect to key metrics used by management in its
financial and operational decision making. The non-GAAP measures
presented herein may not be comparable to similarly titled measures
presented by other companies. EBITDA, Adjusted EBITDA and Adjusted
Net Income (Loss) has been reconciled to the nearest GAAP measure
in the tables within these this press release.
XL Fleet Corp.
Unaudited Consolidated
Statements of Operations
For the Three Months Ended
March 31, 2021 and March 31, 2020
Three Months Ended March
31,
(In thousands, except per share and share
amounts)
2021
2020
Revenues
$
675
$
1,232
Cost of revenues
1,391
1,284
Gross profit (loss)
(716
)
(52
)
Operating expenses: Research and development
1,412
1,014
Selling, general, and administrative expenses
7,958
2,491
Loss from operations
(10,086
)
(3,557
)
Other (income) expense: Interest expense, net
11
1,296
Loss on extinguishment of debt
-
1,038
Change in fair value of warrant liability
(72,005
)
-
Change in fair value of convertible notes payable derivative
liability
-
563
Other income
(6
)
-
Net income (loss)
$
61,914
$
(6,454
)
Net income (loss) per share, basic
$
0.46
$
(0.08
)
Net income (loss) per share, diluted
$
0.42
$
(0.08
)
Weighted-average shares outstanding, basic
135,575,145
82,165,241
Weighted-average shares outstanding, diluted
148,571,379
82,165,241
XL Fleet Corp.
Reconciliation of Non-GAAP
Financial Measures
For the Three Months Ended
March 31, 2021 and March 31, 2020
Three Months Ended March
31,
(In thousands, except per share and share
amounts)
2021
2020
Reconciliation of Net Income (Loss) to
Adjusted EBITDA Net income (loss)
$
61,914
$
(6,454
)
Interest expense, net
11
1,296
Depreciation and amortization
219
56
EBITDA
62,144
(5,102
)
Loss on extinguishment of debt
-
1,038
Change in fair value of warrant liability
(72,005
)
-
Change in fair value of convertible notes payable derivative
liabilities
-
563
Adjusted EBITDA
$
(9,861
)
$
(3,501
)
XL Fleet Corp.
Reconciliation of Non-GAAP
Financial Measures
For the Three Months Ended
March 31, 2021 and March 31, 2020
Three Months Ended March
31,
(In thousands, except per share and share
amounts)
2021
2020
Reconciliation of Net Income (Loss) to
Adjusted Net Income (Loss) Net income (loss)
$
61,914
$
(6,454
)
Loss on extinguishment of debt
-
1,038
Change in fair value of warrant liability
(72,005
)
-
Change in fair value of convertible notes payable derivative
liabilities
-
563
Adjusted Net Income (Loss)
$
(10,091
)
$
(4,853
)
XL Fleet Corp.
Unaudited Condensed
Consolidated Balance Sheets
As of March 31, 2021 and
December 31, 2020
March 31,
December 31,
(In thousands, except share and per share amounts)
2021
2020
(audited) (restated)
Assets Current assets: Cash and cash
equivalents
$
404,132
$
329,641
Restricted cash
150
150
Accounts receivable
7,572
10,559
Inventory, net
7,196
3,574
Prepaid expenses and other current assets
1,375
1,396
Total current assets
420,425
345,320
Property and equipment, net
1,880
579
Intangible assets, net
448
593
Right-of-use asset
4,224
-
Goodwill
489
489
Other assets
44
32
Total assets
$
427,510
$
347,013
Liabilities and stockholders' equity (deficit) Current
liabilities: Current portion of long-term debt, net of debt
discount and issuance costs
$
88
$
110
Accounts payable
3,063
4,372
Lease liability, current
757
-
Accrued expenses and other current liabilities
7,122
4,601
Total current liabilities
11,030
9,083
Long-term debt, net of current portion
80
98
Deferred revenue
305
305
Lease liability, non-current
3,479
-
Warrant liabilities
23,537
143,295
Contingent consideration
-
924
New market tax credit obligation(1)
4,428
4,412
Total liabilities
42,859
158,117
Commitments and contingencies
Stockholders' equity
(deficit) Common stock, $0.0001 par value; 350,000,000
shares authorized at March 31, 2021 and December 31, 2020;
139,105,704 and 131,365,254 issued and outstanding at March 31,
2021 and December 31, 2020, respectively.
14
13
Additional paid-in capital
450,924
317,084
Accumulated deficit
(66,287
)
(128,201
)
Total stockholders' equity (deficit)
384,651
188,896
Total liabilities and stockholders' equity (deficit)
$
427,510
$
347,013
(1) Held by variable interest entity.
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Investor Contact: xlfleetIR@icrinc.com
Media Contact: PR@xlfleet.com
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