MONTREAL, May 9, 2023
/PRNewswire/ - The Lion Electric Company (NYSE: LEV) (TSX: LEV)
("Lion" or the "Company"), a leading manufacturer of all-electric
medium and heavy-duty urban vehicles, today announced its financial
and operating results for the first quarter of fiscal year 2023,
which ended on March 31, 2023. Lion reports its results in US
dollars and in accordance with International Financial Reporting
Standards ("IFRS").
Q1 2023 FINANCIAL HIGHLIGHTS
- Delivery of 220 vehicles, an increase of 136 vehicles, as
compared to the 84 delivered in the same period last year.
- Revenue of $54.7 million, up
$32.1 million, as compared to
$22.6 million in Q1 2022.
- Gross loss of $2.3 million as
compared to gross loss of $0.9
million in Q1 2022.
- Net loss of $15.6 million in Q1
2023, as compared to net earnings of $2.1
million in Q1 2022. Net loss for Q1 2023 includes a
$5.8 million gain related to non-cash
decrease in the fair value of share warrant obligations and a
$1.4 million charge related to
non-cash share-based compensation, whereas net earnings for Q1 2022
included a $21.5 million gain related
to non-cash decrease in the fair value of share warrant obligations
and a $3.8 million charge related to
non-cash share-based compensation.
- Adjusted EBITDA1 of negative $14.5 million, as compared to negative
$11.3 million in Q1 2022, after
mainly adjusting for certain non-cash items such as change in fair
value of share warrant obligations and share-based
compensation.
- Capital expenditures, which included expenditures related to
the Company's U.S. manufacturing facility in Joliet, Illinois (the "Joliet Facility") and
the Company's battery manufacturing plant and innovation center in
Mirabel, Quebec (the "Lion
Campus''), amounted to $23.1 million,
down $11.8 million, as compared to
$34.9 million in Q1 2022.
- Additions to intangible assets, which mainly consist of R&D
activities, amounted to $16.5
million, up $1.5 million, as
compared to $15.0 million in Q1
2022.
- Completed a sale and leaseback transaction for its battery
manufacturing building located in Mirabel, Quebec for a total purchase price of
$20.9 million (C$28 million). Concurrent with the sale, Lion
entered into a lease agreement for the Mirabel battery manufacturing building.
- Total aggregate net proceeds of $36
million in the quarter from the sale and leaseback of the
Mirabel battery manufacturing
building ($20.5 million), offering of
units ($7.1 million), issuance of
common shares under the ATM program ($4.6
million), and from borrowings under the IQ Loan (as defined
below) of $6.3 million, partially
offset by net repayments of $2.5
million under the Revolving Credit Agreement.
___________________________
|
1
Adjusted EBITDA is a non-IFRS financial measure. See "Non-IFRS
Measures and Other Performance Metrics" section of this press
release.
|
BUSINESS UPDATES
- More than 1,100 vehicles on the road, with over 10 million
miles driven.
- Vehicle order book2 of 2,565 all-electric medium-
and heavy-duty urban vehicles as of May 8,
2023, consisting of 295 trucks and 2,270 buses, representing
a combined total order value of approximately $625 million based on management's
estimates.
- LionEnergy order book2 of 347 charging stations and
related services as of May 8, 2023,
representing a combined total order value of approximately
$6 million.
- 12 Experience Centers in operation in the United States and Canada.
- Began commercial production of LionC zero-emission school buses
at the Joliet Facility.
- Officially inaugurated the battery manufacturing factory that
will produce lithium-ion batteries for medium and heavy-duty
vehicles in Mirabel. Certification
of the first battery pack is expected in the second quarter of
2023, followed by a gradual production ramp-up in 2023. The first
Lion batteries will serve to power the LionC and LionD school buses
and the Lion5 trucks.
- As of May 8, 2023, Lion had
approximately 1,400 employees, of which approximately 300 were in
its Engineering and R&D departments.
"We are pleased with our Q1 2023 performance, as we increased
the number of vehicles delivered for the sixth quarter in a row,"
commented Marc Bedard, CEO – Founder
of Lion. "With manufacturing operations at both our Joliet vehicle plant and our battery factory
now underway, we are focused on achieving profitability and are
putting the right elements in place to achieve this objective,"
concluded Marc Bedard.
____________________________
|
2 See
"Non-IFRS Measures and Other Performance Metrics" section of this
press release. The Company's vehicle and charging stations order
book is determined by management based on purchase orders that have
been signed, orders that have been formally confirmed by clients or
products in respect of which formal joint applications for
governmental subsidies or economic incentives have been made by the
applicable clients and the Company. The order book is expressed as
a number of units or a total dollar value, which dollar value is
determined based on the pricing of each unit included in the order
book. The vehicles included in the vehicle order book as of May 8,
2023 provided for a delivery period ranging from a few months to
the end of the year ending December 31, 2026. Substantially all
deliveries are subject to the granting of subsidies and incentives
with processing times that are subject to important variations, and
there has been in the past and the Company expects there will
continue to be variances between the expected delivery periods of
orders and the actual delivery times, and certain delays could be
significant. Such variances or delays could result in the loss of a
subsidy or incentive and/or in the cancellation of certain orders,
in whole or in part. The Company's presentation of the order book
should not be construed as a representation by the Company that the
vehicles and charging stations included in its order book will
translate into actual sales.
|
SELECT EXPLANATIONS ON RESULTS OF OPERATIONS FOR THE FIRST QUARTER
OF FISCAL YEAR 2023
Revenue
For the three months ended March 31,
2023, revenue amounted to $54.7
million, an increase of $32.1
million compared to the corresponding period in the prior
year. The increase in revenue was primarily due to an increase in
vehicle sales volume of 136 units, from 84 units (72 school buses
and 12 trucks; 80 vehicles in Canada and 4 vehicles in the U.S.) for the
three months ended March 31, 2022 to
220 units (207 school buses and 13 trucks; 215 vehicles in
Canada and 5 vehicles in the U.S.)
for the three months ended March 31,
2023. Revenues for the three months ended March 31, 2023 were impacted by continuing global
supply chain challenges, which required the Company to delay the
final assembly of certain vehicles and resulted in increased
inventory levels, as well as challenges associated with the
production ramp-up and the development of certain models.
Cost of Sales
For the three months ended March 31,
2023, cost of sales amounted to $57.0
million, representing an increase of $33.4 million compared to $23.6 million in the corresponding period in the
prior year. The increase was primarily due to increased sales
volumes and higher production levels, increased fixed manufacturing
and inventory management system costs related to the ramp-up of
future production capacity, higher raw material and commodity
costs, and the impact of continuing global supply chain challenges
and inflationary environment.
Gross Profit
For the three months ended March 31,
2023, gross loss increased by $1.3
million, from a gross loss of $0.9
million for the corresponding period in the prior year, to a
gross loss of $2.3 million for the
three months ended March 31, 2023.
The increase in the gross loss was primarily due to the impact of
increased fixed manufacturing costs and inventory management system
costs related to the ramp-up of future production capacity, higher
raw material and commodity costs, product mix, and the impact of
continuing global supply chain challenges and inflationary
environment, partially offset by the positive impact of increased
sales volumes.
Administrative Expenses
For the three months ended March 31,
2023, administrative expenses increased by $2.0 million, from $11.0
million for the three months ended March 31, 2022, to $13.0
million for the three months ended March 31, 2023. Administrative expenses for the
three months ended March 31, 2023
included $1.0 million of non-cash
share-based compensation, compared to $2.8
million for the three months ended March 31, 2022. Excluding the impact of non-cash
share-based compensation, administrative expenses increased from
$8.2 million for the three months
ended March 31, 2022 to $12.0 million for the three months ended
March 31, 2023. The increase was
mainly due to an increase in expenses, including higher headcount,
resulting from the expansion of Lion's head office and general
corporate capabilities in anticipation of an expected increase in
business activities.
Selling Expenses
For the three months ended March 31,
2023, selling expenses increased by $0.5 million, from $5.4
million for the three months ended March 31, 2022, to $5.9
million for the three months ended March 31, 2023. Selling expenses for the three
months ended March 31, 2023 included
$0.4 million of non-cash share-based
compensation, compared to $1.0
million for the three months ended March 31, 2022. Excluding the impact of non-cash
share-based compensation, selling expenses increased from
$4.4 million for the three months
ended March 31, 2022 to $5.5 million for the three months ended
March 31, 2023. The increase was
primarily due to Lion expanding its sales force in anticipation of
the ramp-up of production capacity and higher sales commission
expenses associated with higher sales volumes.
Finance Costs
For the three months ended March 31,
2023, finance costs increased by $0.2
million from $1.2 million for
the corresponding period in the prior year, to $1.4 million for the three months ended
March 31, 2023. Finance costs for the
three months ended March 31, 2023
were net of $1.7 million of
capitalized borrowing costs. Excluding the impact of capitalized
borrowing costs, finance costs increased by $1.9 million compared to the three months ended
March 31, 2022. The increase was
driven primarily by higher interest expense on long-term debt, due
to higher debt outstanding during the quarter relating to
borrowings made under the Revolving Credit Agreement, the IQ Loan,
the SIF Loan, and the Finalta-CDPQ Loan Agreement, as well as an
increase in financing costs related to the over-allotment option
exercise of the 2022 Warrants, and an increase in interest costs
related to lease liabilities, including for the Mirabel battery manufacturing facility.
Foreign Exchange Loss
Foreign exchange gains and/or losses for both periods relate
primarily to the revaluation of net monetary assets denominated in
foreign currencies to the functional currencies of the related Lion
entities. For three months ended March 31,
2023, foreign exchange gain was $1.2
million, compared a loss of $0.9
million in the corresponding period in the prior year,
related primarily to the impact of changes in foreign currency
rates.
Change in Fair Value of Share Warrant
Obligations
Change in fair value of share warrant obligations moved from a
gain of $21.5 million for the three
months ended March 31, 2022, to a
gain of $5.7 million, for the three
months ended March 31, 2023. The gain
for the three months ended March 31,
2023, was related to the warrants issued to a customer in
July 2020, the public and private
warrants issued as part of the closing of the Business Combination
on May 6, 2021, and the 2022 Warrants
issued under the December 2022
Offering, and resulted mainly from the decrease in the market price
of Lion equity as compared to the previous valuations.
Net Earnings (Loss)
The net loss for the three months ended March 31, 2023 as compared to the net earnings
for the corresponding prior period were largely due to the lower
decrease in the fair value of share warrant obligations (resulting
in a lower gain) discussed in "Change in fair value of share
warrant obligations" above, higher administrative and selling
expenses (excluding share-based compensation), partially offset by
lower non-cash share-based compensation and the impact of a foreign
exchange gain compared to a foreign exchange loss in the
corresponding prior period.
CONFERENCE CALL
A conference call and webcast will be held on May 9, 2023,
at 8:30 a.m. (Eastern Time) to
discuss the results. To participate in the conference call, please
dial (226) 828-7575 or (833) 950-0062 (toll free) using the Access
Code 973203. An investor presentation and a live webcast of the
conference call will also be available at www.thelionelectric.com
under the "Events and Presentations" page of the "Investors"
section. An archive of the event will be available for a period of
time shortly after the conference call.
FINANCIAL REPORT
This release should be read together with our 2023 first quarter
financial report, including the unaudited condensed interim
consolidated financial statements of the Company as at and for the
quarter ended March 31, 2023, and the related management
discussion and analysis ("MD&A"), which will be filed by the
Company with applicable Canadian securities regulatory authorities
and with the U.S. Securities and Exchange Commission, and which
will be available on SEDAR as well as on our website at
www.thelionelectric.com.
ANNUAL MEETING OF SHAREHOLDERS
This year, the Company will be holding its Annual Meeting as a
completely virtual meeting, which will be conducted via live
webcast on May 30, 2023, at
11:00 a.m. (Eastern Time). All
shareholders, regardless of their geographic location, will have an
equal opportunity to participate at the virtual Meeting at
https://web.lumiagm.com/475248000. To access the online Meeting
platform, participants will need an Internet-connected device, such
as laptops, computers, tablets or cellphones.
The Company's management information circular and notice of
annual meeting of shareholders relating to the Meeting are
available to shareholders on Lion's website at
www.thelionelectric.com in the Investors section, under Events and
Presentations, and have been filed on SEDAR at www.sedar.com and
EDGAR at www.sec.gov.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
As at March 31, 2023 and
December 31, 2022
(Unaudited, in US dollars)
|
Mar 31,
2023
|
|
Dec 31, 2022
|
|
$
|
|
$
|
ASSETS
|
|
|
|
Current
|
|
|
|
Cash
|
35,972,482
|
|
88,266,985
|
Accounts
receivable
|
89,167,678
|
|
62,971,542
|
Inventories
|
174,906,519
|
|
167,191,935
|
Prepaid expenses and
other current assets
|
5,861,024
|
|
5,067,513
|
Current
assets
|
305,907,703
|
|
323,497,975
|
Non-current
|
|
|
|
Other non-current
assets
|
988,638
|
|
1,073,226
|
Property, plant and
equipment
|
159,242,923
|
|
160,756,328
|
Right-of-use
assets
|
81,940,220
|
|
60,508,354
|
Intangible
assets
|
166,956,149
|
|
151,364,023
|
Contract
asset
|
13,221,745
|
|
13,211,006
|
Non-current
assets
|
422,349,675
|
|
386,912,937
|
Total
assets
|
728,257,378
|
|
710,410,912
|
|
|
|
|
LIABILITIES
|
|
|
|
Current
|
|
|
|
Trade and other
payables
|
77,676,788
|
|
75,857,013
|
Current portion of
long-term debt and other debts
|
22,346
|
|
24,713
|
Current portion of
lease liabilities
|
5,420,223
|
|
5,210,183
|
Current
liabilities
|
83,119,357
|
|
81,091,909
|
Non-current
|
|
|
|
Long-term debt and
other debts
|
114,871,113
|
|
110,648,635
|
Lease
liabilities
|
77,307,586
|
|
58,310,032
|
Share warrant
obligations
|
20,383,842
|
|
23,243,563
|
Non-current
liabilities
|
212,562,541
|
|
192,202,230
|
Total
liabilities
|
295,681,898
|
|
273,294,139
|
SHAREHOLDERS'
EQUITY
|
|
|
|
Share
capital
|
485,114,827
|
|
475,950,194
|
Contributed
surplus
|
135,779,507
|
|
134,365,664
|
Deficit
|
(167,563,406)
|
|
(151,979,960)
|
Cumulative translation
adjustment
|
(20,755,448)
|
|
(21,219,125)
|
Total shareholders'
equity
|
432,575,480
|
|
437,116,773
|
Total shareholders'
equity and liabilities
|
728,257,378
|
|
710,410,912
|
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) AND
COMPREHENSIVE EARNINGS (LOSS)
For the three months ended
March 31, 2023 and 2022
(in
US dollars)
|
(Unaudited)
|
|
Three months
ended
|
|
Mar 31,
2023
|
|
Mar 31,
2022
|
|
$
|
|
$
|
Revenue
|
54,703,405
|
|
22,646,793
|
Cost of
sales
|
56,960,693
|
|
23,558,565
|
Gross
loss
|
(2,257,288)
|
|
(911,772)
|
|
|
|
|
Administrative
expenses
|
13,002,685
|
|
10,977,409
|
Selling
expenses
|
5,859,660
|
|
5,375,502
|
Operating
loss
|
(21,119,633)
|
|
(17,264,683)
|
|
|
|
|
Finance
costs
|
1,420,354
|
|
1,178,408
|
Foreign exchange (gain)
loss
|
(1,211,645)
|
|
910,642
|
Change in fair value of
share warrant obligations
|
(5,744,896)
|
|
(21,456,170)
|
Net income
(loss)
|
(15,583,446)
|
|
2,102,437
|
Other comprehensive
income (loss)
|
|
|
|
Item that will be
subsequently reclassified to net earnings (loss)
|
|
|
|
Foreign currency
translation adjustment
|
463,677
|
|
3,249,085
|
Comprehensive
earnings (loss) for the period
|
(15,119,769)
|
|
5,351,522
|
|
|
|
|
Earnings (loss) per
share
|
|
|
|
Basic earnings (loss)
per share
|
(0.07)
|
|
0.01
|
Diluted earnings (loss)
per share
|
(0.07)
|
|
0.01
|
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH
FLOWS
For the three months ended March 31, 2023 and 2022
(in US Dollars)
|
(Unaudited)
|
|
Three months
ended
|
|
Mar 31,
2023
|
|
Mar 31, 2022
|
|
$
|
|
$
|
OPERATING
ACTIVITIES
|
|
|
|
Net earnings
(loss)
|
(15,583,446)
|
|
2,102,437
|
Non-cash
items:
|
|
|
|
Depreciation and
amortization
|
4,913,657
|
|
1,983,254
|
Share-based
compensation
|
1,413,843
|
|
3,794,558
|
Accretion and
revaluation expense on balance of purchase price payable related to
the acquisition of the dealership rights
|
—
|
|
56,336
|
Change in fair value
of share warrant obligations
|
(5,744,896)
|
|
(21,456,170)
|
Unrealized foreign
exchange loss (gain)
|
616,474
|
|
(207,744)
|
Net change in non-cash
working capital items
|
(23,216,385)
|
|
(20,745,672)
|
Cash flows used in
operating activities
|
(37,600,753)
|
|
(34,473,001)
|
INVESTING
ACTIVITIES
|
|
|
|
Acquisition of
property, plant and equipment
|
(27,584,447)
|
|
(35,794,350)
|
Addition to intangible
assets
|
(21,709,070)
|
|
(14,782,510)
|
Proceeds from Mirabel
battery building sale-leaseback
|
20,506,589
|
|
—
|
Cash flows used in
investing activities
|
(28,786,928)
|
|
(50,576,860)
|
FINANCING
ACTIVITIES
|
|
|
|
Increase in long-term
debt and other debts
|
26,166,466
|
|
—
|
Repayment of long-term
debt and other debts
|
(22,489,772)
|
|
(303,778)
|
Payment of lease
liabilities
|
(1,361,347)
|
|
(1,216,817)
|
Proceeds from issuance
of shares through "at-the-market" equity program, net of issuance
costs
|
4,625,234
|
|
—
|
Proceeds from the
issuance of units through the December 2022 Offering -
Warrants
|
2,907,226
|
|
—
|
Proceeds from the
issuance of units through the December 2022 Offering - Common
Shares, net of issuance costs
|
4,175,836
|
|
—
|
Cash flows from (used
in) financing activities
|
14,023,643
|
|
(1,520,595)
|
Effect of exchange rate
changes on cash held in foreign currency
|
69,535
|
|
328,066
|
Net decrease in
cash
|
(52,294,503)
|
|
(86,242,390)
|
Cash, beginning of
year
|
88,266,985
|
|
241,702,030
|
Cash, end of
period
|
35,972,482
|
|
155,459,640
|
Other information on
cash flows related to operating activities:
|
|
|
|
Income taxes
paid
|
—
|
|
—
|
Interest
paid
|
1,741,339
|
|
349,986
|
Interest paid under
lease liabilities
|
998,903
|
|
772,087
|
NON-IFRS MEASURES AND OTHER PERFORMANCE METRICS
This press release makes reference to Adjusted EBITDA, which is
a non-IFRS financial measure, as well as other performance metrics,
including the Company's order book, which are defined below. These
measures are not recognized measures under IFRS, do not have a
standardized meaning prescribed by IFRS and are therefore unlikely
to be comparable to similar measures presented by other companies.
Rather, these measures are provided as additional information to
complement those IFRS measures by providing further understanding
of the Company's results of operations from management's
perspective. Accordingly, they should not be considered in
isolation nor as a substitute for analysis of the Company's
financial information reported under IFRS. Lion compensates for
these limitations by relying primarily on Lion's IFRS results and
using Adjusted EBITDA and order book on a supplemental basis.
Readers should not rely on any single financial measure to evaluate
Lion's business.
Adjusted EBITDA
"Adjusted EBITDA" is defined as net earnings (loss) before
finance costs, income tax expense or benefit, and depreciation and
amortization, adjusted for share-based compensation, changes in
fair value of share warrant obligations, foreign exchange (gain)
loss and transaction and other non-recurring expenses. Adjusted
EBITDA is intended as a supplemental measure of performance that is
neither required by, nor presented in accordance with, IFRS. Lion
believes that the use of Adjusted EBITDA provides an additional
tool for investors to use in evaluating ongoing operating results
and trends and in comparing Lion's financial measures with those of
comparable companies, which may present similar non-IFRS financial
measures to investors. However, readers should be aware that when
evaluating Adjusted EBITDA, Lion may incur future expenses similar
to those excluded when calculating Adjusted EBITDA. In addition,
Lion's presentation of these measures should not be construed as an
inference that Lion's future results will be unaffected by unusual
or non-recurring items. Lion's computation of Adjusted EBITDA may
not be comparable to other similarly entitled measures computed by
other companies, because all companies may not calculate Adjusted
EBITDA in the same fashion. Readers should review the
reconciliation of net earnings (loss), the most directly comparable
IFRS financial measure, to Adjusted EBITDA presented by the Company
under section 13.0 of the Company's MD&A for the three
months ended March 31, 2023 entitled "Results of Operations -
Reconciliation of Adjusted EBITDA."
Order Book
This press release also makes reference to the Company's "order
book" with respect to vehicles (trucks and buses) as well as
charging stations. The Company's vehicle and charging stations
order book is determined by management based on purchase orders
that have been signed, orders that have been formally confirmed by
clients, or products in respect of which formal joint applications
for governmental subsidies or economic incentives have been made by
the applicable clients and the Company. The order book is expressed
as a number of units or a total dollar value, which dollar value is
determined based on the pricing of each unit included in the order
book as further explained under "Pricing" in section 10.0 of the
Company's MD&A for the three months ended March 31, 2023
entitled "Order Book". The vehicles included in the vehicle order
book as of May 8, 2023 provided for a delivery period ranging
from a few months to the end of the year ending December 31, 2026, with substantially all of such
vehicles currently providing for deliveries before the end of the
year ending December 31, 2025. In
addition, substantially all deliveries are subject to the granting
of subsidies and incentives with processing times that are subject
to important variations. There has been in the past and the Company
expects there will continue to be variances between the expected
delivery periods of orders and the actual delivery times, and
certain delays could be significant. Such variances or delays could
result in the loss of a subsidy or incentive and/or in the
cancellation of certain orders, in whole or in part.
The Company's presentation of the order book should not be
construed as a representation by the Company that the vehicles and
charging stations included in its order book will translate into
actual sales. See the section below for a full description of the
methodology used by the Company in connection with the order book
and certain important risks and uncertainties relating to such
methodology and the presentation of the order book.
General
Principle:
|
The Company's vehicle
and charging stations order book is determined by management based
on purchase orders that have been signed, orders that have been
formally confirmed by clients or products in respect of which
formal joint applications for governmental subsidies or economic
incentives have been made by the applicable clients and the
Company. The order book is expressed as a number of units or a
total dollar value, which dollar value is determined based on the
pricing of each unit included in the order book as further
explained below under the section entitled "Pricing".
The vehicles included
in the vehicle order book as of May 8, 2023 provided for a
delivery period ranging from a few months to the end of the year
ending December 31, 2026, with substantially all of such vehicles
currently providing for deliveries before the end of the year
ending December 31, 2025. In addition, substantially all of the
vehicle orders included in the order book are subject to the
granting of governmental subsidies and incentives, including
programs in respect of which applications relating to vehicles of
Lion have not yet been fully processed to date. The processing
times of governmental subsidies and incentives are also subject to
important variations. As further described below under the sections
entitled "Delivery Periods" and "Ongoing Evaluation; Risk Factors",
there has been in the past and the Company expects there will
continue to be variances between the expected delivery periods of
orders and the actual delivery times, and certain delays could be
significant. Such variances or delays could result in the loss of a
subsidy or incentive and/or in the cancellation of certain orders,
in whole or in part.
The Company's
presentation of the order book should not be construed as a
representation by the Company that the vehicles and charging
stations included in its order book will translate into actual
sales.
|
Delivery
Periods:
|
The Company's order
book refers to products that have not yet been delivered but which
are reasonably expected by management to be delivered within a time
period that can be reasonably estimated and includes, in the case
of charging stations, services that have not been completed but
which are reasonably expected by management to be completed in
connection with the delivery of the product.
Purchase orders and
applications relating to vehicles of Lion generally provide for a
time period during which the client expects delivery of the
vehicles. Such period can vary from a specific date, a number or
range of months after the issuance of the order or application, or
a calendar year. The vehicles included in the vehicle order book as
of May 8, 2023 provided for a delivery period, subject to the
satisfaction of the conditions set forth in each order (which, in
substantially all cases as further discussed herein, relate to the
approval of governmental subsidies and grants), ranging from a few
months to the end of the year ending December 31, 2026, with
substantially all of such vehicles currently providing for
deliveries before the end of the year ending December 31, 2025
(which corresponds to the latest date by which claims are
required to be made according to the current eligibility criteria
of the Federal's Infrastructure Canada's Zero-Emission Transit Fund
("ZETF"), unless otherwise agreed by Infrastructure Canada).
Delivery periods are disclosed from time to time by the Company
when available in respect of material orders. Delivery periods
should not be construed as a representation or a guarantee by the
Company that the actual delivery time will take place as scheduled.
Given the nature of the business and the products of the Company,
the implied lead time for the production and delivery of a vehicle
(which may be impacted, among other things, by supply chain
challenges or changes in specifications), the nature of certain
customers of the Company (in many cases, fleet owners operating
capital intensive operations which require financing and ongoing
scheduling flexibility), and the fact that, as further described
herein, substantially all of the vehicle orders included in the
order book are subject to the granting of governmental subsidies
and incentives, actual delivery times may be subject to important
variations or delays. Please refer to the section entitled "Ongoing
Evaluation; Risk Factors" below regarding the potential impact of
variations or delays in deliveries.
|
Pricing:
|
When the Company's
order book is expressed as an amount of sales, such amount has been
determined by management based on the current specifications or
requirements of the applicable order, assumes no changes to such
specifications or requirements and, in cases where the pricing of a
product or service may vary in the future, represents management's
reasonable estimate of the prospective pricing as of the time such
estimate is reported. A small number of vehicles included in the
order book have a pricing that remains subject to confirmation
based on specifications and other options to be agreed upon in the
future between the applicable client and the Company. For purposes
of the determination of the order book and the value allocated to
such orders, management has estimated the pricing based on its
current price lists and certain other assumptions relating to
specifications and requirements deemed reasonable in the
circumstances.
|
Performance
Metric:
|
The order book is
intended as a supplemental measure of performance that is neither
required by, nor presented in accordance with, IFRS, and is neither
disclosed in nor derived from the financial statements of the
Company. The Company believes that the disclosure of its order book
provides an additional tool for investors to use in evaluating the
Company's performance, market penetration for its products, and the
cadence of capital expenditures and tooling.
The Company's
computation of its order book is subject to the specific
methodology described herein and may not be comparable to other
similarly entitled measures computed by other companies, because
all companies may not calculate their order book in the same
fashion. Other companies also sometimes refer to or use "order
backlog" or "order intake" as performance metrics, which are most
likely not calculated on the same basis as the Company's order
book. In addition, as explained above, the Company's presentation
of the order book is calculated based on the orders and the
applications made as of the time that the information is presented,
and it is not based on the Company's assessment of future events
and should not be construed as a representation by the Company that
the vehicles and charging stations included in its order book will
translate into actual sales.
|
Ongoing Evaluation;
Risk Factors:
|
A portion of the
vehicles or charging stations included in the Company's order book
may be cancellable in certain circumstances (whether by reason of a
delivery delay, unavailability of a subsidy or incentive or
otherwise) within a certain period. Management reviews the
composition of the order book every time it is reported in order to
determine whether any orders should be removed from the order book.
For purposes of such exercise, management identifies orders that
have been or are reasonably likely to be cancelled and examines,
among other things, whether conditions attaching to the order are
reasonably likely to result in a cancellation of the order in
future periods as well as any other available information deemed
relevant, including ongoing dialogue with clients. Such exercise
may result from time to time in orders that have previously been
included in the order book being removed even if they have not been
formally canceled by the client.
The Company cannot
guarantee that its order book will be realized in full, in a timely
manner, or at all, or that, even if realized, revenues generated
will result in profits or cash generation as expected, and any
shortfall may be significant. The Company's conversion of its order
into actual sales is dependent on various factors, including those
described below and under section 23.0 entitled "Risk Factors" of
the Company's MD&A for the years ended December 31, 2022 and
2021. For instance, a customer may voluntarily or involuntarily
default on an order, may become subject to bankruptcy or insolvency
or cease its business operations. In addition, substantially all of
the vehicle orders included in the order book are subject to
conditions relating to the granting of governmental subsidies or
incentives or a specified timing for the delivery of the vehicle
and, in a limited number of cases, the availability of certain
specifications and options or the renewal of certain routes by
governmental or school authorities. As a result, the Company's
ability to convert its order book into actual sales is highly
dependent on the granting and timing of governmental subsidies and
incentives, most notably subsidies and incentives under the Quebec
government's 2030 Plan for a Green Economy (the "Quebec Green
Economy Plan"), under the Federal's Infrastructure ZETF, the
Government of Canada Incentives for Medium- and Heavy-Duty
Zero-Emission Vehicles (iMHZEV) Program, the U.S. Environmental
Protection Agency Clean School Bus Program and California's Hybrid
and Zero-Emission Truck and Bus Voucher Incentive Project (HVIP).
Approximately half of the vehicles included in the order book are
contingent upon grants under the ZETF, in respect of which
applications relating to vehicles of Lion have not yet been fully
processed to date and December 31, 2025 is the latest date by which
claims are required to be made according to the current eligibility
criteria of the program, unless otherwise agreed by Infrastructure
Canada. In addition, a total of 289 purchase orders were obtained
in connection with the first round of funding under the EPA Clean
School Bus Program, which requires, among other things, that
vehicles be delivered on or prior to October 2024.
Any termination,
modification, delay or suspension of any governmental subsidies and
incentives, including, most importantly as of the date hereof, the
ZETF, the Quebec Green Economy Plan or the EPA Clean School Bus
Program could result in delayed deliveries or the cancellation of
all or any portion of orders, which, in turn, could have a material
and adverse effect on the Company's business, results of operations
or financial condition.
The Company's
conversion of its order book into actual sales is also dependent on
its ability to economically and timely manufacture its vehicles, at
scale. The Company delivered 196 vehicles during the year ended
December 31, 2021, 519 vehicles during the year ended December 31,
2022, and 220 vehicles during the three months ended March 31,
2023. As of May 8, 2023, the Company's vehicle order book
stood at 2,565 vehicles. The execution of the Company's growth
strategy and the conversion of its order book, which currently
provides for deliveries ranging from a few months to the end of the
year ending December 31, 2026, will therefore require significant
ramp-up in its production. The Company's Saint-Jerome facility
currently has an estimated annual production capacity of 2,500
vehicles at full scale and the Company is in the process of ramping
up its operations at the Joliet Facility and the Lion Campus (see
section 8.0 entitled "Operational Highlights" and "Product
Development and Manufacturing" under section 11.0 entitled "Key
Factors Affecting Lion's Performance" of the Company's MD&A for
the three months ended March 31, 2023 for further details), the
Company has limited experience to date in high volume manufacturing
of its vehicles. In addition, as of May 8, 2023, 450 units
included in the order book, consisting mainly of LionA and LionD
buses and Lion8T trucks and representing a combined total order
value of approximately $160 million, related to products which had
been developed and were being sold, but that were not currently in
commercial production. See "Products and Solutions" in section 6.2
of the Company's Annual Information Form for the year ended
December 31, 2022 entitled "Business of the Company". Any failure
by the Company to successfully develop its vehicles, source its key
components, and scale its manufacturing processes within projected
costs and timelines could have a material adverse effect on its
business, results of operations or financial condition. As a
result, the Company's realization of its order book is subject to a
number of risks and uncertainties, including the risks described in
sections 3.0 of the Company's MD&A for the three months ended
March 31, 2023 entitled "Caution Regarding Forward-Looking
Statements" and section 23.0 entitled "Risk Factors" of the
Company's MD&A for the years ended December 31, 2022 and 2021,
and there can be no assurance that the Company will be successful
in converting all or a significant portion of its order book into
actual sales.
|
RECONCILIATION OF ADJUSTED EBITDA
The following table reconciles net earnings (loss) to Adjusted
EBITDA for the three months ended March 31,
2023 and 2022:
|
Unaudited - Three
months
ended, March 31,
|
|
2023
|
|
2022
|
|
(in
thousands)
|
|
|
|
|
Revenue
|
$54,703
|
|
$22,647
|
|
|
|
|
Net earnings
(loss)
|
($15,583)
|
|
$2,102
|
Finance
costs
|
$1,420
|
|
$1,178
|
Depreciation and
amortization
|
$4,914
|
|
$1,983
|
Share-based
compensation(1)
|
$1,414
|
|
$3,795
|
Change in fair value of
share warrant obligations(2)
|
($5,745)
|
|
($21,456)
|
Foreign exchange (gain)
loss(3)
|
($1,212)
|
|
$911
|
Transaction and other
non-recurring expenses(4)
|
$320
|
|
$169
|
Income taxes
|
–
|
|
–
|
Adjusted
EBITDA
|
($14,472)
|
|
($11,318)
|
(1)
|
Represents non-cash
expenses recognized in connection with the issuance of stock
options, restricted share units, and deferred share units issued
under Lion's omnibus incentive and stock option plans as described
in note 8 to the condensed interim consolidated financial
statements as at and for three months ended March 31, 2023
and 2022.
|
(2)
|
Represents non-cash
change in the fair value of the share warrant obligations as
described in note 7 to the condensed interim consolidated financial
statements as at and for three months ended March 31, 2023
and 2022.
|
(3)
|
Represents (gains)
losses relating to foreign exchange translation.
|
(4)
|
For the three months
ended March 31, 2023 and 2022, represents non-recurring
professional fees related mostly to process optimization
initiatives.
|
ABOUT LION ELECTRIC
Lion Electric is an innovative manufacturer
of zero-emission vehicles. The company creates, designs
and manufactures all-electric class 5 to class 8 commercial
urban trucks and all-electric buses and minibuses for the school,
paratransit and mass transit segments. Lion is a North
American leader in electric transportation and designs, builds
and assembles many of its vehicles' components, including chassis,
battery packs, truck cabins and bus bodies.
Always actively seeking new and reliable technologies, Lion
vehicles have unique features that are specifically adapted to its
users and their everyday needs. Lion believes that transitioning to
all-electric vehicles will lead to major improvements in our
society, environment and overall quality of life. Lion shares are
traded on the New York Stock Exchange and the Toronto Stock
Exchange under the symbol LEV.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking information" and
"forward-looking statements" within the meaning of applicable
securities laws and within the meaning of the United States Private
Securities Litigation Reform Act of 1995 (collectively,
"forward-looking statements"). Any statements contained in this
press release that are not statements of historical fact, including
statements about Lion's beliefs and expectations, are
forward-looking statements and should be evaluated as such.
Forward-looking statements may be identified by the use of words
such as "believe," "may," "will," "continue," "anticipate,"
"intend," "expect," "should," "would," "could," "plan," "project,"
"potential," "seem," "seek," "future," "target" or other similar
expressions and any other statements that predict or indicate
future events or trends or that are not statements of historical
matters, although not all forward-looking statements may contain
such identifying words. These forward-looking statements include
statements regarding the Company's order book and the Company's
ability to convert it into actual sales, the expected production
capacity of the Company's manufacturing facilities, the capital
expenditures expected to be incurred in connection with the
Company's U.S. manufacturing facility project and the Company's
battery plant and innovation center project in Quebec, the sourcing of lithium-ion battery
cells, the Company's U.S. manufacturing facility project and the
Company's battery plant and innovation center project in
Quebec, the Company's future
growth and long-term strategy, an ongoing arbitration proceeding
with one of the Company's suppliers, the Company's expected product
pipeline and the launch and commercial production of certain
platforms and models. Such forward-looking statements are based on
a number of estimates and assumptions that Lion believes are
reasonable when made, including that Lion will be able to retain
and hire key personnel and maintain relationships with customers,
suppliers and other business partners, that Lion will continue to
operate its business in the normal course, that Lion will be able
to implement its growth strategy, that Lion will be able to
successfully and timely complete the construction of, and
successfully and timely establish its operations and ramp-up
manufacturing capacity at, its U.S. manufacturing facility and its
Quebec battery plant and
innovation center, that Lion will not suffer any supply chain
challenges or any material disruption in the supply of raw
materials on competitive terms, that Lion will be able to maintain
its competitive position, that Lion will continue to improve its
operational, financial and other internal controls and systems to
manage its growth and size, that Lion will be able to benefit,
either directly or indirectly (including through applications made
by the Company and/or its clients), from governmental subsidies and
incentives, and that Lion will be able to secure additional funding
through equity or debt financing on terms acceptable to Lion and in
the amounts needed when required in the future. Such estimates and
assumptions are made by Lion in light of the experience of
management and their perception of historical trends, current
conditions and expected future developments, as well as other
factors believed to be appropriate and reasonable in the
circumstances. However, there can be no assurance that such
estimates and assumptions will prove to be correct.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Lion
believes that these risks and uncertainties include the
following:
- any adverse changes in U.S. or Canadian general economic,
business, market, financial, political or legal conditions,
including as a consequence of the ongoing uncertainties relating to
inflation and interest rates as well as the recent banking sector
volatility;
- any inability to ramp-up the production of Lion's products and
meet project construction and other project milestones and
timelines;
- any inability to meet its customers' business needs;
- any inability to successfully and economically manufacture and
distribute its vehicles at scale;
- any unavailability, reduction, discriminatory application,
delay in processing or elimination of governmental programs,
subsidies or economic incentives due to policy changes, government
regulation or otherwise;
- any inability to execute the Company's growth strategy;
- any adverse effects of the current military conflict between
Russia and Ukraine, which continues to affect economic
and global financial markets and exacerbate ongoing economic
challenges;
- any unfavorable fluctuations and volatility in the availability
or price of raw materials included in components used to
manufacture the Company's products, including battery cells,
modules and packs;
- the reliance on key suppliers and any inability to maintain an
uninterrupted supply of raw materials;
- the outcome of any legal proceedings that may be instituted by
or against the Company from time to time, including the ongoing
matter relating to supply of battery packs from Romeo Systems,
Inc.;
- any inability to reduce total cost of ownership of electric
vehicles sold by the Company over time;
- the reliance on key management and any inability to attract
and/or retain key personnel;
- labor shortages (including as a result of employee departures,
turnover, and demands for higher wages) which may force the Company
to operate at reduced capacity, to lower its production and
delivery rates or lower its growth plans, and could pose additional
challenges related to employee compensation;
- any inability to meet the expectations of the Company's
customers in terms of products, specifications, and services;
- any inability to maintain the Company's competitive
position;
- any inability to reduce the Company's costs of supply over
time;
- any inability to maintain and enhance the Company's reputation
and brand;
- any significant product repair and/or replacement due to
product warranty claims or product recalls;
- any failure of information technology systems or any
cybersecurity and data privacy breaches or incidents;
- any event or circumstance resulting in the Company's inability
to convert its order book into actual sales, including the
unavailability, reduction, discriminatory application, delay in
processing or elimination or discriminatory application of
government programs, subsidies and economic incentives;
- any inability to raise additional funds to meet its capital
requirements and pursue its growth strategy when and in the amounts
needed;
- any inability to secure adequate insurance coverage or a
potential increase in insurance costs; and
- natural disasters, epidemic or pandemic outbreaks, boycotts and
geo-political events such as civil unrest and acts of
terrorism, the current military conflict between Russia and Ukraine or similar disruptions
These and other risks and uncertainties related to the
businesses of Lion are described in greater detail in section 23.0
entitled "Risk Factors" of the Company's MD&A for the fiscal
year 2022. Many of these risks are beyond Lion's management's
ability to control or predict. All forward-looking statements
attributable to Lion or persons acting on its behalf are expressly
qualified in their entirety by the cautionary statements contained
and risk factors identified in the Company's MD&A for the
fiscal year 2022 and in other documents filed with the applicable
Canadian regulatory securities authorities and the Securities and
Exchange Commission (the "SEC'').
Because of these risks, uncertainties and assumptions, readers
should not place undue reliance on these forward-looking
statements. Furthermore, forward-looking statements speak only as
of the date they are made. Except as required under applicable
securities laws, Lion undertakes no obligation, and expressly
disclaims any duty, to update, revise or review any forward-looking
information, whether as a result of new information, future events
or otherwise.
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SOURCE Lion Electric