MONTREAL, Aug. 3, 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 second quarter of fiscal year 2023,
which ended on June 30, 2023. Lion reports its results in US
dollars and in accordance with International Financial Reporting
Standards ("IFRS").
Q2 2023 FINANCIAL HIGHLIGHTS
- Record revenue for a quarter of $58.0
million, up $28.5 million, as
compared to $29.5 million in Q2
2022.
- Achieved positive gross profit of $0.4
million as compared to a gross loss of $3.5 million in Q2 2022.
- Delivery of 199 vehicles, an increase of 94 vehicles, as
compared to the 105 delivered in the same period last year.
Deliveries were negatively impacted by delays in the final approval
of a subsidy program which resulted in the deferral to subsequent
quarters of the delivery of 50 school buses to one customer despite
that such vehicles were ready for delivery and the client being
ready to receive them.
- Net loss of $11.8 million in Q2
2023, as compared to net earnings of $37.5
million in Q2 2022. Net loss for Q2 2023 includes a
$6.0 million gain related to non-cash
decrease in the fair value of share warrant obligations and a
$2.1 million charge related to
non-cash share-based compensation, whereas net earnings for Q2 2022
included a $56.9 million gain related
to non-cash decrease in the fair value of share warrant obligations
and a $3.4 million charge related to
non-cash share-based compensation.
- Adjusted EBITDA1 of negative $9.7 million, as compared to negative
$14.4 million in Q2 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 Joliet Facility and the Lion Campus, amounted to $19.1 million, down $25.2
million, as compared to $44.3
million in Q2 2022. See section 8.0 of this MD&A
entitled "Operational Highlights" for more information related to
the Joliet Facility and the Lion Campus.
- Additions to intangible assets, which mainly consist of R&D
activities, amounted to $17.9
million, down $6.7 million, as
compared to $24.6 million in Q2
2022.
________________________________________
|
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 1,400 vehicles on the road, with over 14 million
miles driven.
- Vehicle order book2 of 2,559 all-electric medium-
and heavy-duty urban vehicles as of August
2, 2023, consisting of 304 trucks and 2,255 buses,
representing a combined total order value of approximately
$625 million based on management's
estimates.
- LionEnergy order book2 of 275 charging stations and
related services as of August 2,
2023, representing a combined total order value of
approximately $5 million.
- 12 Experience Centers in operation in the United States and Canada.
- Officially inaugurated the vehicle manufacturing facility in
Joliet, Illinois.
- Progressing on final certification of the first Lion battery
packs.
- On July 19, 2023, the Company
closed concurrent financing transactions for aggregate gross
proceeds to the Company of approximately $142 million, extended the maturity of its senior
credit facilities by one year to August 11,
2025, and terminated its at-the-market equity program which
was set to expire in July 2024 and
will therefore no longer make any sales thereunder.
- As of August 2, 2023, Lion had
approximately 1,450 employees.
"We are pleased with our performance in the second quarter of
2023, as we continued to see gradual growth in revenue and in truck
deliveries," commented Marc Bedard,
CEO - Founder of Lion. "As we recently closed a $142 million financing that provides us with the
flexibility to execute our growth plans, we will continue to focus
our efforts on achieving profitability, which is moving in the
right direction, as demonstrated by the positive gross margin we
posted this quarter," 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
August 2, 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.
|
SELECT EXPLANATIONS ON RESULTS OF OPERATIONS FOR THE SECOND QUARTER
OF FISCAL YEAR 2023
Revenue
For the three months ended June 30,
2023, revenue amounted to $58.0
million, an increase of $28.5
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 94 units, from 105 units (90 school buses
and 15 trucks; 91 vehicles in Canada and 14 vehicles in the U.S.) for the
three months ended June 30, 2022 to
199 units (166 school buses and 33 trucks; 171 vehicles in
Canada and 28 vehicles in the
U.S.) for the three months ended June 30,
2023.
For the six months ended June 30,
2023, revenue amounted to $112.7
million, an increase of $60.6
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 230 units, from 189 units (162 school
buses and 27 trucks; 171 vehicles in Canada and 18 vehicles in the U.S.) for the
six months ended June 30, 2022 to 419
units (373 school buses and 46 trucks; 386 vehicles in Canada and 33 vehicles in the U.S.) for the
six months ended June 30, 2023.
Revenues for the three and six months ended June 30, 2023 were negatively impacted by delays
in the final approval of a subsidy program which resulted in the
deferral to subsequent quarters of the delivery of 50 school buses
to one customer despite that such vehicles were ready for delivery
and the client being ready to receive them. In addition, revenues
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 June 30,
2023, cost of sales amounted to $57.6
million, representing an increase of $24.6 million compared to $33.0 million in the corresponding period in the
prior year. For the six months ended June
30, 2023, cost of sales amounted to $114.6 million, representing an increase of
$58.0 million compared to
$56.5 million in the corresponding
period in the prior year. The increase for both periods 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 (Loss)
For the three months ended June 30,
2023, gross profit was $0.4
million compared to a gross loss of $3.5 million for the corresponding period in the
prior year. The improvement in gross profit was primarily due to
the positive impact of increased sales volumes, favourable product
mix, and higher manufacturing throughput, partially offset by
higher raw material and commodity costs, higher inventory
management system costs related to the ramp-up of future production
capacity, and the impact of continuing global supply chain
challenges and inflationary environment.
For the six months ended June 30,
2023, gross loss was $1.8
million compared to a gross loss of $4.4 million for the corresponding period in the
prior year. The decrease in the gross loss was primarily due to the
positive impact of increased sales volumes, favourable product mix,
and higher manufacturing throughput, partially offset by higher raw
material and commodity costs, higher inventory management system
costs related to the ramp-up of future production capacity, and the
impact of continuing global supply chain challenges and
inflationary environment.
Administrative Expenses
For the three months ended June 30,
2023, administrative expenses increased by $0.8 million, from $11.7
million for the three months ended June 30, 2022, to $12.5
million for the three months ended June 30, 2023. Administrative expenses for the
three months ended June 30, 2023
included $1.6 million of
non-cash share-based compensation, compared to $2.5 million for the three months ended
June 30, 2022. Excluding the impact
of non-cash share-based compensation, administrative expenses
increased from $9.2 million for
the three months ended June 30, 2022
to $10.9 million for the three
months ended June 30, 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.
For the six months ended June 30,
2023, administrative expenses increased by $2.8 million, from $22.7
million for the six months ended June
30, 2022, to $25.5 million for
the six months ended June 30, 2023.
Administrative expenses for the six months ended June 30, 2023 included $2.7 million of non-cash share-based
compensation, compared to $5.3
million for the six months ended June
30, 2022. Excluding the impact of non-cash share-based
compensation, administrative expenses increased from $17.3 million for the six months ended
June 30, 2022 to $22.8 million for six months ended June 30, 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 June 30,
2023, selling expenses decreased by $1.3 million, from $6.7
million for the three months ended June 30, 2022, to $5.5
million for the three months ended June 30, 2023. Selling expenses for the three
months ended June 30, 2023 included
$0.4 million of non-cash share-based
compensation, compared to $0.8
million for the three months ended June 30, 2022. Excluding the impact of non-cash
share-based compensation, selling expenses decreased from
$5.9 million for the three months
ended June 30, 2022 to $5.0 million for three months ended June 30, 2023. The decrease was primarily due to
streamlined selling related expenses and lower marketing costs.
For the six months ended June 30,
2023, selling expenses decreased by $0.8 million, from $12.1
million for the six months ended June
30, 2022, to $11.3 million for
the six months ended June 30, 2023.
Selling expenses for six months ended June
30, 2023 included $0.8 million
of non-cash share-based compensation, compared to $1.8 million for six months ended June 30, 2022. Excluding the impact of non-cash
share-based compensation, selling expenses slightly increased from
$10.3 million for the six months
ended June 30, 2022 to $10.5 million for six months ended June 30, 2023.
Finance Costs (Income)
For the three months ended June 30,
2023, finance costs (income) increased by $2.8 million, from an income of $0.8 million for the corresponding period in the
prior year, to a cost $2.0 million
for the three months ended June 30,
2023. Finance costs for the three months ended June 30, 2023 were net of $1.4 million of capitalized borrowing costs.
Excluding the impact of capitalized borrowing costs, finance costs
increased by $4.3 million compared to
the three months ended June 30, 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, an
increase in interest costs related to lease liabilities, including
for the Mirabel battery
manufacturing facility. In addition, finance costs (income) for the
three months ended June 30, 2022
included the gain on derecognition of the financial liability
occurred as a result of the agreement with a private company
relating to the previous acquisition of dealership rights in
certain territories in the United
States maturing on May 7,
2022.
For the six months ended June 30,
2023, finance costs increased by $3.1
million, from $0.3 million for
the corresponding period in the prior year, to $3.4 million for the six months ended
June 30, 2023. Finance costs for the
six months ended June 30, 2023 were
net of $3.1 million of capitalized
borrowing costs. Excluding the impact of capitalized borrowing
costs, finance costs increased by $6.2
million compared to the six months ended June 30, 2022. The increase was driven primarily
by higher interest expense on long-term debt, due to higher debt
outstanding during the first half of the year 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. In
addition, finance costs (income) for the six months ended
June 30, 2022 included the gain on
derecognition of the financial liability occurred as a result of
the agreement with a private company relating to the previous
acquisition of dealership rights in certain territories in
the United States maturing on
May 7, 2022.
Foreign Exchange Gain
Foreign exchange gains relate primarily to the revaluation of
net monetary assets denominated in foreign currencies to the
functional currencies of the related Lion entities. For the three
months ended June 30, 2023, foreign
exchange gain was $1.8 million,
compared a gain of $1.6 million in
the corresponding period in the prior year, related primarily to
the impact of changes in foreign currency rates.
For six months ended June 30,
2023, foreign exchange gain was $3.0
million, compared a gain of $0.7
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 $56.9 million for the three
months ended June 30, 2022, to a gain
of $6.0 million, for the three months
ended June 30, 2023. The gain for the
three months ended June 30, 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.
Change in fair value of share warrant obligations moved from a
gain of $78.4 million for the six
months ended June 30, 2022, to a gain
of $11.7 million, for the six months
ended June 30, 2023. The gain for the
six months ended June 30, 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 June 30, 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 expenses
(excluding share-based compensation), partially offset by higher
gross profit and lower non-cash share-based compensation.
The net loss for the six months ended June 30, 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 expenses
(excluding share-based compensation), partially offset by lower
gross loss, lower non-cash share-based compensation, and the impact
of a higher foreign exchange gain compared to the corresponding
prior period.
CONFERENCE CALL
A conference call and webcast will be held on August 3,
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 242263. 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 second
quarter financial report, including the unaudited condensed interim
consolidated financial statements of the Company as at and for the
quarter ended June 30, 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.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION
As at June 30, 2023 and December 31,
2022
(Unaudited, in US dollars)
|
Jun 30,
2023
|
|
Dec 31, 2022
|
|
$
|
|
$
|
ASSETS
|
|
|
|
Current
|
|
|
|
Cash
|
44,152,979
|
|
88,266,985
|
Accounts
receivable
|
86,407,420
|
|
62,971,542
|
Inventories
|
209,329,339
|
|
167,191,935
|
Prepaid expenses and
other current assets
|
5,333,600
|
|
5,067,513
|
Current
assets
|
345,223,338
|
|
323,497,975
|
Non-current
|
|
|
|
Other non-current
assets
|
1,069,845
|
|
1,073,226
|
Property, plant and
equipment
|
176,182,229
|
|
160,756,328
|
Right-of-use
assets
|
81,775,663
|
|
60,508,354
|
Intangible
assets
|
183,774,880
|
|
151,364,023
|
Contract
asset
|
13,514,341
|
|
13,211,006
|
Non-current
assets
|
456,316,958
|
|
386,912,937
|
Total
assets
|
801,540,296
|
|
710,410,912
|
|
|
|
|
LIABILITIES
|
|
|
|
Current
|
|
|
|
Trade and other
payables
|
110,869,014
|
|
75,857,013
|
Current portion of
long-term debt and other debts
|
5,020,374
|
|
24,713
|
Current portion of
lease liabilities
|
5,734,152
|
|
5,210,183
|
Current
liabilities
|
121,623,540
|
|
81,091,909
|
Non-current
|
|
|
|
Long-term debt and
other debts
|
154,333,957
|
|
110,648,635
|
Lease
liabilities
|
77,482,946
|
|
58,310,032
|
Share warrant
obligations
|
14,694,200
|
|
23,243,563
|
Non-current
liabilities
|
246,511,103
|
|
192,202,230
|
Total
liabilities
|
368,134,643
|
|
273,294,139
|
SHAREHOLDERS'
EQUITY
|
|
|
|
Share
capital
|
488,777,132
|
|
475,950,194
|
Contributed
surplus
|
137,836,217
|
|
134,365,664
|
Deficit
|
(179,350,991)
|
|
(151,979,960)
|
Cumulative translation
adjustment
|
(13,856,705)
|
|
(21,219,125)
|
Total shareholders'
equity
|
433,405,653
|
|
437,116,773
|
Total shareholders'
equity and liabilities
|
801,540,296
|
|
710,410,912
|
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) AND
COMPREHENSIVE EARNINGS (LOSS)
For the three and six months ended June
30, 2023 and 2022
(in US dollars)
|
(Unaudited)
|
|
(Unaudited)
|
|
Three months
ended
|
|
Six months
ended
|
|
Jun 30,
2023
|
|
Jun 30,
2022
|
|
Jun 30,
2023
|
|
Jun 30,
2022
|
|
$
|
|
$
|
|
$
|
|
$
|
Revenue
|
58,015,843
|
|
29,521,016
|
|
112,719,248
|
|
52,167,809
|
Cost of
sales
|
57,596,937
|
|
32,972,183
|
|
114,557,630
|
|
56,530,748
|
Gross
loss
|
418,906
|
|
(3,451,167)
|
|
(1,838,382)
|
|
(4,362,939)
|
|
|
|
|
|
|
|
|
Administrative
expenses
|
12,478,787
|
|
11,702,795
|
|
25,481,472
|
|
22,680,204
|
Selling
expenses
|
5,466,706
|
|
6,722,480
|
|
11,326,366
|
|
12,097,982
|
Operating
loss
|
(17,526,587)
|
|
(21,876,442)
|
|
(38,646,220)
|
|
(39,141,125)
|
|
|
|
|
|
|
|
|
Finance
costs
|
2,001,084
|
|
(831,959)
|
|
3,421,438
|
|
346,449
|
Foreign exchange (gain)
loss
|
(1,753,661)
|
|
(1,620,682)
|
|
(2,965,306)
|
|
(710,040)
|
Change in fair value of
share warrant
obligations
|
(5,986,425)
|
|
(56,934,623)
|
|
(11,731,321)
|
|
(78,390,793)
|
Net income
(loss)
|
(11,787,585)
|
|
37,510,822
|
|
(27,371,031)
|
|
39,613,259
|
Other comprehensive
income (loss)
|
|
|
|
|
|
|
|
Item that will be
subsequently
reclassified to net earnings (loss)
|
|
|
|
|
|
|
|
Foreign currency
translation adjustment
|
6,898,743
|
|
(8,075,506)
|
|
7,362,420
|
|
(4,826,421)
|
Comprehensive
earnings (loss) for the
period
|
(4,888,842)
|
|
29,435,316
|
|
(20,008,611)
|
|
34,786,838
|
|
|
|
|
|
|
|
|
Earnings (loss) per
share
|
|
|
|
|
|
|
|
Basic earnings (loss)
per share
|
(0.05)
|
|
0.20
|
|
(0.12)
|
|
0.21
|
Diluted earnings (loss)
per share
|
(0.05)
|
|
0.19
|
|
(0.12)
|
|
0.20
|
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three and six months ended June
30, 2023 and 2022
(in US Dollars)
|
(Unaudited)
|
|
(Unaudited)
|
|
Three months
ended
|
|
Six months
ended
|
|
Jun 30,
2023
|
|
Jun 30, 2022
|
|
Jun 30,
2023
|
|
Jun 30, 2022
|
|
$
|
|
$
|
|
$
|
|
$
|
OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
Net earnings
(loss)
|
(11,787,585)
|
|
37,510,822
|
|
(27,371,031)
|
|
39,613,259
|
Non-cash
items:
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
5,561,359
|
|
2,739,172
|
|
10,475,016
|
|
4,722,426
|
Share-based
compensation
|
2,056,710
|
|
3,363,082
|
|
3,470,553
|
|
7,157,640
|
Accretion and
revaluation expense on balance of purchase
price payable related to the acquisition of the dealership
rights
|
—
|
|
26,514
|
|
—
|
|
82,850
|
Gain on derecognition
of the balance of purchase price
payable related to the acquisition of the dealership
rights
|
—
|
|
(2,130,583)
|
|
—
|
|
(2,130,583)
|
Change in fair value
of share warrant obligations
|
(5,986,425)
|
|
(56,934,623)
|
|
(11,731,321)
|
|
(78,390,793)
|
Unrealized foreign
exchange loss (gain)
|
(1,847,822)
|
|
(62,362)
|
|
(1,231,348)
|
|
(270,106)
|
Net change in non-cash
working capital items
|
7,054,722
|
|
(2,568,999)
|
|
(16,161,663)
|
|
(23,314,671)
|
Cash flows used in
operating activities
|
(4,949,041)
|
|
(18,056,977)
|
|
(42,549,794)
|
|
(52,529,978)
|
INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
Acquisition of
property, plant and equipment
|
(17,812,004)
|
|
(32,239,014)
|
|
(45,396,451)
|
|
(68,033,364)
|
Addition to intangible
assets
|
(18,747,189)
|
|
(23,907,201)
|
|
(40,456,259)
|
|
(38,689,711)
|
Proceeds from Mirabel
battery building sale-leaseback
|
—
|
|
—
|
|
20,506,589
|
|
—
|
Government assistance
related to property, plant and equipment
and intangible assets
|
5,751,268
|
|
—
|
|
5,751,268
|
|
—
|
Cash flows used in
investing activities
|
(30,807,925)
|
|
(56,146,215)
|
|
(59,594,853)
|
|
(106,723,075)
|
FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
Net change in credit
facilities
|
—
|
|
—
|
|
|
|
|
Loans on research and
development tax credits receivable and
subsidies receivable
|
—
|
|
—
|
|
|
|
|
Repayment of loans on
research and development tax
credits and subsidies
receivable
|
—
|
|
—
|
|
|
|
|
Increase in long-term
debt and other debts
|
43,058,254
|
|
3,703,805
|
|
69,224,720
|
|
3,703,805
|
Repayment of long-term
debt and other debts
|
(6,199)
|
|
(69,330)
|
|
(22,495,971)
|
|
(373,108)
|
Payment of lease
liabilities
|
(1,354,189)
|
|
(1,120,721)
|
|
(2,715,536)
|
|
(2,337,538)
|
Proceeds from issuance
of shares through "at-the-market" equity
program, net of issuance costs
|
1,613,804
|
|
—
|
|
6,239,038
|
|
—
|
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
|
|
—
|
Proceeds from the
issuance of shares through exercise of stock
options and warrants
|
—
|
|
3,798
|
|
—
|
|
3,798
|
Cash flows from
financing activities
|
43,311,670
|
|
2,517,552
|
|
57,335,313
|
|
996,957
|
Effect of exchange rate
changes on cash held in foreign currency
|
625,793
|
|
(770,488)
|
|
695,328
|
|
(442,422)
|
Net decrease in
cash
|
8,180,497
|
|
(72,456,128)
|
|
(44,114,006)
|
|
(158,698,518)
|
Cash, beginning of
year
|
35,972,482
|
|
155,459,640
|
|
88,266,985
|
|
241,702,030
|
Cash, end of
period
|
44,152,979
|
|
83,003,512
|
|
44,152,979
|
|
83,003,512
|
Other information on
cash flows related to operating activities:
|
|
|
|
|
|
|
|
Income taxes
paid
|
—
|
|
—
|
|
—
|
|
—
|
Interest
paid
|
2,116,335
|
|
504,134
|
|
3,857,674
|
|
854,120
|
Interest paid under
lease liabilities
|
1,128,148
|
|
767,975
|
|
2,127,051
|
|
1,540,062
|
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 and six
months ended June 30, 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 and six months ended June 30, 2023 entitled "Order Book". The vehicles
included in the vehicle order book as of August 2, 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 August 2, 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 August 2, 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"), Federal Infrastructure Canada's 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 292 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 and 519 vehicles during the year ended December
31, 2022. As of August 2, 2023, the Company's vehicle order
book stood at 2,559 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 and six months ended June 30, 2023 for further details),
the Company has limited experience to date in high volume
manufacturing of its vehicles. In addition, as of August 2,
2023, 449 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 and six months ended June 30, 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 June 30,
2023 and 2022:
|
Unaudited - Three
months ended
June 30,
|
|
Unaudited - Six
months ended
June 30,
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
(in
thousands)
|
|
(in
thousands)
|
|
|
|
|
|
|
|
|
Revenue
|
$58,016
|
|
$29,521
|
|
$112,719
|
|
$52,168
|
|
|
|
|
|
|
|
|
Net earnings
(loss)
|
($11,788)
|
|
$37,511
|
|
($27,371)
|
|
$39,613
|
Finance costs
(income)
|
$2,001
|
|
($832)
|
|
$3,421
|
|
$346
|
Depreciation and
amortization
|
$5,561
|
|
$2,739
|
|
$10,475
|
|
$4,722
|
Share-based
compensation(1)
|
$2,057
|
|
$3,363
|
|
$3,471
|
|
$7,158
|
Change in fair value of
share warrant obligations(2)
|
($5,986)
|
|
($56,935)
|
|
($11,731)
|
|
($78,391)
|
Foreign exchange
gain(3)
|
($1,754)
|
|
($1,621)
|
|
($2,965)
|
|
($710)
|
Transaction and other
non-recurring expenses(4)
|
$257
|
|
$1,363
|
|
$577
|
|
$1,532
|
Income taxes
|
–
|
|
–
|
|
–
|
|
–
|
Adjusted
EBITDA
|
($9,652)
|
|
($14,411)
|
|
($24,124)
|
|
($25,729)
|
(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 9 to the condensed interim consolidated financial
statements as at and for three and six months ended June 30, 2023,
and 2022.
|
(2)
|
Represents non-cash
change in the fair value of the share warrant obligations as
described in note 8 to the condensed interim consolidated financial
statements as at and for three and six months ended June 30, 2023,
and 2022.
|
(3)
|
Represents gains
relating to foreign exchange translation.
|
(4)
|
For the three and six
months ended June 30, 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, ongoing litigation proceedings with
one of the Company's suppliers and its parent company, 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 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 if
and 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;
- 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
litigation proceedings with Romeo Systems, Inc. and its parent
company;
- 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 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 business
of Lion are described in greater detail in section 23.0 entitled
"Risk Factors" of the Company's MD&A for the years ended
December 31, 2022 and 2021. 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 years ended
December 31, 2022 and 2021 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