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Lion Electric File Application for Credit Protection Under the CCAA

By: STN
18 December 2024 at 16:53

MONTREAL — The Lion Electric Company (NYSE: LEV) (TSX: LEV) (“Lion” or the “Company”), a leading manufacturer of all-electric medium and heavy-duty urban vehicles, announced today that the Company and its subsidiaries have applied to the Superior Court of Quebec (Commercial Division) (the “Court”) for an initial order to seek protection from their creditors under the Companies’ Creditors Arrangement Act (“CCAA”). The Company and its subsidiaries also intend to seek recognition of the CCAA proceedings in the United States under Chapter 15 of the Bankruptcy Code.

In its application for an initial order, the Company seeks the approval of a formal sale and investment solicitation process (“SISP”) in order to provide interested parties with the opportunity to submit proposals with a view to enabling the Company and its senior lenders to determine the highest and best available transaction for the Company and its stakeholders.

The initial order application seeks, among other things, a stay of proceedings in favor of the Company and its subsidiaries, including a stay of creditor claims and exercise of contractual rights, and the authorization of an interim debtor-in-possession (DIP) financing to be provided by the lenders under the Company’s senior revolving credit agreement in order to fund the SISP and the Company’s operations during the restructuring process. Approval is also being sought for the appointment of Deloitte Restructuring Inc. as monitor to oversee the CCAA proceedings and report to the Court. While under CCAA protection, management of the Company will remain responsible for the day-to-day operations of the Company under the oversight of the monitor.

This announcement follows the press release issued by the Company on December 17, 2024 announcing the expiry of the covenant relief period under the Company’s senior revolving credit agreement and maturity of the Company’s loan agreement with Finalta Capital and Caisse de dépôt et placement du Quebec.

Trading in the common shares and other listed securities of the Company on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (the “NYSE”) has been halted. The TSX has also put the Company under delisting review under its expedited review process. It is anticipated that trading in the Company’s listed securities will continue to be halted until completion of the review undertaken by the TSX and the NYSE regarding the suitability of the Company for listing on the TSX and the NYSE.

About Lion Electric

Lion Electric is an innovative manufacturer of zero-emission vehicles, including all electric school buses. 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.

The post Lion Electric File Application for Credit Protection Under the CCAA appeared first on School Transportation News.

Update: Lion Electric Defaults on Credit Repayment, Says It is Avoiding Bankruptcy

By: Ryan Gray
18 December 2024 at 16:40

The deadline passed for Lion Electric Company to repay loans needed to overcome hundreds of millions in debt, but the school bus manufacturer is not heading into bankruptcy, a company spokesperson said.

The statement made to School Transportation News on Tuesday came amid a Lion press release earlier in the day that highlighted use of the Companies Credit Arrangement Act (CCAA), a Canadian federal law dating back to 1933 that allows insolvent companies to avoid liquidation. This occurs through court-directed compromise or arrangement made by a debtor company and its secured creditors.

Lion on Wednesday formally applied for CCAA protection. It also said it will seek recognition of the CCAA process under chapter 15 of the U.S. bankruptcy code.

In the press release on Tuesday, Lion said it “is currently in discussions with its senior lenders to obtain additional funds pursuant to a new debtor-in-possession credit facility and expects to seek creditor protection” under the CCAA as it seeks to restructure its business and financial affairs. Lion added it pursues a formal sales and investment solicitation process for the company’s business or assets.

The Lion spokesperson referred to the CCAA proceedings as a “stable and structured environment” for various restructuring measures under a Revolving Credit Agreement with two lenders represented by the National Bank of Canada and a loan agreement with Finalta Capital Fund that expired on Monday. No timeline was given for when the CCAA agreements will be finalized.

On Dec. 1, Lion announced the latest of four amendments to the Revloving Credit Agreement and an extension of the Finalta Capital loan agreement, a halt to all production at its manufacturing plant in Joliet, Illinois, and the laying off an additional 400 workers on top of the 120 employees laid off in April. The company has trimmed its workforce from nearly 1,300 employees to about 300.

A separate SEC filing that same day announced the Nicolas Brunet resigned as president.
Four days later, Lion said it reached an agreement to sell its Quebec innovation center for $35 million U.S. The company noted in its third-quarter financial results total liabilities of $500 million and a net loss of nearly $75 million as of Sept. 30.


Related: Brunet Resigns as Lion Electric President Amid Company Battle to Stay Solvent
Related: Updated: Lion Electric Suspends Manufacturing Operations at Joliet Plant
Related: NYSE to Commence Delisting Proceedings with Respect to the Warrants of Lion Electric

The post Update: Lion Electric Defaults on Credit Repayment, Says It is Avoiding Bankruptcy appeared first on School Transportation News.

Lion Electric Announces Expiry of Covenant Relief Period and Defaults Under Certain Conditions of Senior Debt Instruments

By: STN
17 December 2024 at 17:25

MONTREAL — The Lion Electric Company (NYSE: LEV) (TSX: LEV) (“Lion” or the “Company”), a leading manufacturer of all-electric medium and heavy-duty urban vehicles, announced today the expiry of the previously announced covenant relief period under its senior revolving credit agreement entered into with a syndicate of lenders represented by National Bank of Canada, as administrative agent and collateral agent, and including Bank of Montreal and Federation des Caisses Desjardins du Québec (the “Revolving Credit Agreement”), as well as the maturity of the Company’s loan agreement entered into with Finalta Capital Fund, L.P., as lender and administrative agent, and Caisse de dépôt et placement du Quebec (through one of its subsidiaries), as lender (the “Finalta CDPQ Loan Agreement”).

The company had previously announced on Dec. 1, 2024 amendments to the Revolving Credit Agreement and the Finalta CDPQ Loan Agreement in order to extend the covenant relief period and the maturity date of the Finalta CDPQ Loan Agreement to Dec. 16, 2024, which provided the company with additional time to continue to actively evaluate potential alternatives relating to a restructuring of its obligations, a sale of the business or certain of its assets, strategic investments and/or any other alternatives. As no such alternatives have materialized and no further amendments, concessions or waivers have been obtained, the expiry of the covenant relief period and re-introduction of the financial covenants previously applicable under the Revolving Credit Agreement as well as the maturity of the Finalta CDPQ Loan Agreement on Dec. 16, 2024 result in the company being in default pursuant to the terms of the Revolving Credit Agreement, the Finalta CDPQ Loan Agreement and other debt instruments providing for cross-default or cross acceleration provisions, and in the company’s lenders having the ability to exercise their rights and request immediate repayment of amounts borrowed by the company.

As a result of the foregoing, the company is currently in discussions with its senior lenders to obtain additional funds pursuant to a new debtor-in-possession credit facility and expects to seek creditor protection under the companies’ Creditors Arrangement Act in order to restructure its business and financial affairs and pursue a formal sales and investment solicitation process in respect of the company’s business or assets.

Trading in the common shares and other listed securities of the Company on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (the “NYSE”) has been halted and it is anticipated that the trading thereof will continue to be halted until a review is undertaken by the TSX and the NYSE regarding the suitability of the Company for listing on the TSX and the NYSE.

About Lion Electric

Lion Electric is an innovative manufacturer of zero-emission vehicles, including all electric school buses. 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.

The post Lion Electric Announces Expiry of Covenant Relief Period and Defaults Under Certain Conditions of Senior Debt Instruments appeared first on School Transportation News.

Brunet Resigns as Lion Electric President Amid Company Battle to Stay Solvent

By: Ryan Gray
13 December 2024 at 01:36

The latest personnel move related to the Lion Electric Company monetary issues is Nicolas Brunet, who the company announced is resigned as president 14 months after he was tapped for the position.

Lion made no formal announcement, with a note indicating Brunet was leaving the company immediately tucked away on the second to last page of an SEC filing dated Dec. 1. That same day, the company announced it was halting production at its Joliet, Illinois, factory and was laying over 400 workers.

Nicolas Brunet

Lion has until Dec. 16 to pay back four creditors unless it can secure additional investments or find a company to purchase it.

Brunet joined the company headquartered in Saint-Jerome, Quebec, in 2019 and was executive vice president and CFO before being named president on Sept. 28, 2023.

A company spokesperson declined to comment on Wednesday on Brunet’s departure but added that Marc Bedard remains chief executive officer. Bedard founded Lion Electric as Autobus Lion, or Lion Bus, in 2008 after previously serving as an executive for Type A school bus manufacturer Corbeil, which closed the previous year.

Lion’s first school bus was the Lion 360 in 2011, a diesel Type C model developed in partnership with Spartan Chassis. The company transitioned to only manufacturing electric school buses and rebranded itself as Lion Electric in 2017. Two years later it began manufacturing electric trucks.


Related: Low-income Areas Need Electric School Buses the Most, WRI Analysis Indicates
Related: WATCH: STN EXPO Reno Live Stream – The Scalability of Electric School Buses
Related: Dignitaries Highlight Lion Electric’s Joliet Plant Opening Ceremony

The post Brunet Resigns as Lion Electric President Amid Company Battle to Stay Solvent appeared first on School Transportation News.

Lion Electric Reaches Definitive Agreement in Respect of the Sale of Innovation Center Located in Mirabel, Quebec

By: STN
5 December 2024 at 23:35

MONTREAL — The Lion Electric Company (NYSE: LEV) (TSX: LEV) (“Lion” or the “Company”), a leading manufacturer of all-electric medium and heavy-duty urban vehicles, announced today that it has reached a definitive agreement with Aéroport de Montreal to sell its innovation center facility located in Mirabel, Québec, for a purchase price of C$50,000,000, subject to customary purchase price adjustments and closing conditions.

All of the net proceeds from the transaction are intended to be used towards the partial repayment of the Company’s senior secured non-convertible debentures issued in July 2023, holders of which currently benefit from a first ranking hypothec over the immovable/real rights related to the innovation center facility. As a result, while the transaction is expected to reduce the Company’s long-term indebtedness, it will not impact the Company’s short term liquidity and cash position.

Closing of the transaction is expected to occur before the end of 2024, subject to the satisfaction of customary closing conditions.

About Lion Electric

Lion Electric is an innovative manufacturer of zero-emission vehicles, including all electric school buses. 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.

The post Lion Electric Reaches Definitive Agreement in Respect of the Sale of Innovation Center Located in Mirabel, Quebec appeared first on School Transportation News.

Updated: Lion Electric Suspends Manufacturing Operations at Joliet Plant

By: Ryan Gray
5 December 2024 at 23:45

As Lion Electric attempts to stay afloat amid hemorrhaging cash and rising debt, the company announced a Quebec innovation center is being sold amid the latest workforce reduction that halted production at an Illinois electric vehicle factory that opened not quite a year and a half ago.

On Sunday, Lion announced the latest amendments to its senior revolving credit agreement, the fourth such move this year, extending the maturity agreement with  lenders from Nov. 30 to Dec. 16. Lion said this will allow the company to maintain minimum liquidity needs for continued operation.

“Such additional liquidity will also provide the company with additional time to continue to actively evaluate potential alternatives relating to a restructuring of its obligations, a sale of the business or certain of its assets, strategic investments and/or any other alternatives, including seeking creditor protection … There can be no assurance that the Company will be successful in pursuing and implementing any such alternatives, nor any assurance as to the outcome or timing of any such alternatives,” according to a press release.

Lion also announced it was temporarily laying off 400 additional employees in both the U.S. and Canada. The company laid off 520 workers earlier this year. The latest workforce reduction suspends all production at the Joliet, Illinois, facility, which opened in July 2023 to much fanfare.

The company added that it has approximately 300 employees remaining that will focus on bus manufacturing, sales, service, delivery and maintenance.

On Thursday, Lion said it reached a definitive agreement to sell its innovation center in Mirabel, Quebec to Aéroport de Montreal for $50 million Canadian, about $35.65 million.

“As a result, while the transaction is expected to reduce [Lion’s] long-term indebtedness, it will not impact the company’s short-term liquidity and cash position,” the statement read.

On Nov. 30, the New York Stock Exchange began delisting Lion warrants citing “abnormally low selling price” levels. Since September, company revenue is down nearly 62 percent, with net income down 71 percent.

Lion was the first all-electric school bus manufacturer to reach market in 2017. It has over 2,200 total electric vehicles including trucks on the road.


Related: Low-income Areas Need Electric School Buses the Most, WRI Analysis Indicates
Related: Updated: Rising Insurance? Additional Balancing Act Needed Amid Electric School Bus Push
Related: Brooklyn to Receive a Charge From Electric School Bus Batteries With New Vehicle-To-Everything Smart Energy Hub Built By First Student And Con Edison
Related: School Bus Drivers Discuss Real-Life Experiences Driving Electric Buses

The post Updated: Lion Electric Suspends Manufacturing Operations at Joliet Plant appeared first on School Transportation News.

NYSE to Commence Delisting Proceedings with Respect to the Warrants of Lion Electric

By: STN
20 November 2024 at 18:12

MONTREAL, Canada- The Lion Electric Company (NYSE: LEV) (TSX: LEV) (“Lion” or the “Company”), a leading manufacturer of all-electric medium and heavy-duty urban vehicles, announced today that the staff of NYSE Regulation of the New York Stock Exchange (“NYSE”) has determined to commence proceedings to delist the Company’s warrants with an expiration date of May 6, 2026 ticker symbol LEV.WS to purchase common shares of the Company from the NYSE. Trading in the warrants was suspended immediately. Trading in the Company’s common shares ticker symbol LEV and another series of warrants with an expiration date of December 15, 2027 ticker symbol LEV.WS.A will continue on the NYSE.

NYSE Regulation has determined that the warrants are no longer suitable for listing based on “abnormally low selling price” levels, pursuant to Section 802.01D of the NYSE Listed Company Manual.

The Company is considering whether it will require a review of this determination by a Committee of the Board of Directors of the NYSE. The NYSE will apply to the Securities and Exchange Commission to delist the warrants upon completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation staff’s decision.

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 school buses. 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.

The post NYSE to Commence Delisting Proceedings with Respect to the Warrants of Lion Electric appeared first on School Transportation News.

Lion Electric Announces Third Quarter 2024 Results

By: STN
7 November 2024 at 17:56

MONTREAL, Canada- 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 third quarter of fiscal year 2024, which ended on September 30, 2024. Lion reports its results in US dollars and in accordance with International Financial Reporting Standards (“IFRS”).

Q3 2024 Financial Highlights:
Revenue of $30.6 million, down $49.7 million, as compared to $80.3 million in Q3 2023.
Delivery of 89 vehicles, a decrease of 156 vehicles, as compared to the 245 delivered in Q3 2023.
Gross loss of $16.0 million, as compared to gross profit of $5.4 million in Q3 2023.
Net loss of $33.9 million, as compared to net loss of $19.9 million in Q3 2023.
Adjusted EBITDA1 of negative $19.5 million, as compared to negative $3.9 million in Q3 2023.
Additions to property, plant and equipment of $0.4 million, down $15.8 million, as compared to $16.2 million in Q3 2023.
Additions to intangible assets, which mainly consist of vehicle and battery development activities, amounted to $6.0 million, down $9.0 million as compared to $15.0 million in Q3 2023.

Business Updates:
More than 2,200 vehicles on the road, with over 32 million miles driven (over 52 million kilometers).
Vehicle order book2 of 1,590 all-electric medium- and heavy-duty urban vehicles as of November 6, 2024, consisting of 135 trucks and 1,455 buses, representing a combined total order value of approximately $420 million based on management’s estimates.
LionEnergy order book of 366 charging stations and related services as of November 6, 2024, representing a combined total order value of approximately $8 million.
12 experience centers in operation in the United States and Canada.

“In Q3, we further adjusted our cost structure and optimized our operations to continue to execute on our business strategy to support and promote the increasing electric school bus demand and maintain our leadership position, despite the persistent challenges that we and our industry continue to face and which put significant pressure on our liquidity” stated Marc Bedard, CEO-Founder of Lion. “We also experienced very good momentum in the latest rounds of the EPA Clean School Bus program and will keep our focus on delivering to push forward the electrification of school buses all over America” he added.

Select Explanations on Results of Operations for the Third Quarter of Fiscal Year 2024:

Revenue
For the three months ended September 30, 2024, revenue amounted to $30.6 million, a decrease of $49.7 million, compared to the corresponding period in the prior year. The decrease in revenue was due to a decrease in vehicle sales volume of 156 units, from 245 units (220 school buses and 25 trucks; 132 vehicles in Canada and 113 vehicles in the U.S.) for the three months ended September 30, 2023, to 89 units (71 school buses and 18 trucks; 45 vehicles in Canada and 44 vehicles in the U.S.) for the three months ended September 30, 2024. The decrease in vehicle sales volume was primarily attributable to the impact of the timing of EPA rounds and the continued delays and challenges associated with the granting of subsidies to the Company’s clients related to the ZETF program, as well as the impact on the Company’s production cadence due to the continued integration of its Lion MD batteries onto its vehicles and the continued ramp-up of production of the Lion5 and LionD platforms. The Company’s objective to preserve liquidity also had a negative impact on the rate of production and deliveries during the third quarter.

For the nine months ended September 30, 2024, revenue amounted to $116.4 million, a decrease of $76.7 million, compared to the nine months ended September 30, 2023. The decrease in revenue was due to a decrease in vehicle sales volume of 278 units, from 664 units (593 school buses and 71 trucks; 518 vehicles in Canada and 146 vehicles in the U.S.) for the nine months ended September 30, 2023, to 386 units (350 school buses and 36 trucks; 294 vehicles in Canada and 92 vehicles in the U.S.) for the nine months ended September 30, 2024. The decrease in vehicle sales volume was primarily attributable to the impact of the timing of EPA rounds and the continued delays and challenges associated with the granting of subsidies to the Company’s clients related to the ZETF program, as well as the impact on the Company’s production cadence due to the continued integration of its Lion MD batteries onto its vehicles and the continued ramp-up of production of the Lion5 and LionD platforms. The Company’s objective to preserve liquidity also had a negative impact on the rate of production and deliveries during the third quarter.

Cost of Sales
For the three months ended September 30, 2024, cost of sales amounted to $46.6 million, representing a decrease of $28.4 million, compared to the corresponding period in the prior year. The decrease was primarily due to lower sales volumes, partially offset by increased manufacturing costs related to the continuing ramp-up of the new products (LionD, Lion5, and the Lion battery packs) and lower production volumes (which resulted in higher fixed manufacturing costs per unit produced).

For the nine months ended September 30, 2024, cost of sales amounted to $158.7 million, representing a decrease of $30.8 million, compared to the nine months ended September 30, 2023. The decrease was primarily due to lower sales volumes, partially offset by increased manufacturing costs related to the continuing ramp-up of the new products (LionD, Lion5, and the Lion battery packs) and lower production volumes (which resulted in higher fixed manufacturing costs per unit produced).

Gross Profit (Loss)
For the three months ended September 30, 2024, gross loss increased by $21.3 million to negative $16.0 million, compared to positive $5.4 million for the three months ended September 30, 2023. The gross loss was primarily due to the impact of lower sales volumes, increased manufacturing costs related to the continuing ramp-up of the new products (LionD, Lion5, and the Lion battery packs) and lower production volume (which resulted in higher fixed manufacturing costs per unit produced).

For the nine months ended September 30, 2024, gross loss increased by $45.8 million to negative $42.3 million, compared to negative $3.5 million for the nine months ended September 30, 2023. The increase in the gross loss was primarily due to the impact of lower sales volumes, increased manufacturing costs related to the continuing ramp-up of the new products (LionD, Lion5, and the Lion battery packs) and lower production volume (which resulted in higher fixed manufacturing costs per unit produced).

Administrative Expenses
For the three months ended September 30, 2024, administrative expenses decreased by $3.3 million, from $13.0 million for the corresponding period in the prior year, to $9.7 million. Administrative expenses for the three months ended September 30, 2024 included $0.3 million of non-cash share-based compensation, compared to $1.0 million for the three months ended September 30, 2023. Excluding the impact of non-cash share-based compensation, administrative expenses decreased from $12.0 million for the three months ended September 30, 2023, to $9.4 million for three months ended September 30, 2024. The decrease was mainly due to a decrease in expenses and a lower headcount, both resulting from the workforce reduction and cost reduction initiatives implemented since November 2023, including as part of the July 2024 Action Plan.

For the nine months ended September 30, 2024, administrative expenses decreased by $6.7 million, from $38.5 million for the nine months ended September 30, 2023, to $31.8 million. Administrative expenses for the nine months ended September 30, 2024 included $1.1 million of non-cash share-based compensation, compared to $3.6 million for the nine months ended September 30, 2023. Excluding the impact of non-cash share-based compensation, administrative expenses decreased from $34.8 million for the nine months ended September 30, 2023, to $30.7 million for nine months ended September 30, 2024. The decrease was mainly due to a decrease in expenses and a lower headcount, both resulting from the workforce reduction and cost reduction initiatives implemented since November 2023, including as part of the July 2024 Action Plan.

Selling Expenses
For the three months ended September 30, 2024, selling expenses decreased by $1.4 million, from $5.2 million for the three months ended September 30, 2023, to $3.8 million. Selling expenses for the three months ended September 30, 2024 included $0.1 million of non-cash share-based compensation, compared to $0.3 million for the three months ended September 30, 2023. Excluding the impact of non-cash share-based compensation, selling expenses decreased from $4.8 million for the three months ended September 30, 2023, to $3.7 million for three months ended September 30, 2024. The decrease was primarily due to lower sales commission expenses in line with lower sales volumes and to streamlined selling related expenses, including lower headcount and marketing costs resulting from the workforce reduction and cost reduction initiatives implemented since November 2023, including as part of the July 2024 Action Plan.

For the nine months ended September 30, 2024, selling expenses decreased by $4.7 million, from $16.5 million for the nine months ended September 30, 2023, to $11.8 million. Selling expenses for the nine months ended September 30, 2024 included $0.2 million of non-cash share-based compensation, compared to $1.2 million for the nine months ended September 30, 2023. Excluding the impact of non-cash share-based compensation, selling expenses decreased from $15.3 million for the nine months ended September 30, 2023, to $11.6 million for nine months ended September 30, 2024. The decrease was primarily due to lower sales commission expenses in line with lower sales volumes and to streamlined selling related expenses, including lower headcount and marketing costs resulting from the workforce reduction and cost reduction initiatives implemented since November 2023, including as part of the July 2024 Action Plan.

Restructuring Costs
Restructuring costs of $0.8 million for the three months ended September 30, 2024 and $2.2 million for the nine months ended September 30, 2024 are comprised mainly of severance costs related to the workforce reductions and July 2024 Action Plan as described in section 8.0 of the Company’s MD&A for the three and nine months ended September 30, 2024 entitled “Operational Highlights”.

Finance Costs
For the three months ended September 30, 2024, finance costs increased by $5.3 million, from $7.7 million for the three months ended September 30, 2023, to $13.0 million for the three months ended September 30, 2024. Finance costs for the three months ended September 30, 2024 were net of $0.3 million of capitalized borrowing costs, compared to $1.6 million for the three months ended September 30, 2023. Excluding the impact of capitalized borrowing costs, finance costs increased by $4.0 million compared to the three months ended September 30, 2023. The increase was driven primarily by higher interest expense on long-term debt, due to higher average debt outstanding during the third quarter of fiscal 2024 relating to borrowings made under the Company’s senior the Company’s senior revolving credit agreement (the “Revolving Credit Agreement”), its loan agreement entered into with Investissement Québec (the “IQ Loan”), its loan agreement entered into with the Strategic Innovation Fund of the Government of Canada the (“SIF Loan”), its loan agreement entered into with Finalta Capital and Caisse de dépôt et placement du Quebec (the “Finalta-CDPQ Loan Agreement”), its other loan agreement with Investissement Québec under the ESSOR program (the “ESSOR Loan”) and its financing with respect to a credit facility to finance the Company’s accounts payable related to goods or services purchased in the normal course of its operations (the “Supplier Credit Facility”), non-cash interest (including interest paid in kind with respect to the convertible debentures issued by the Company in July 2023 (the “Convertible Debentures”)) and accretion expense, and an increase in interest costs related to lease liabilities, partially offset by lower financing costs related to the Convertible Debentures and non-convertible debentures issued by the Company in July 2023 (the “Non-Convertible Debentures”). Finance charges for the three months ended September 30, 2024 included non-cash charges of $5.6 million related to interest paid in kind with respect to the Convertible Debentures and accretion expense.

For the nine months ended September 30, 2024, finance costs increased by $24.8 million, from $11.1 million for the nine months ended September 30, 2023, to $35.9 million for the nine months ended September 30, 2024. Finance costs for the nine months ended September 30, 2024 were net of $1.1 million of capitalized borrowing costs, compared to $4.8 million for the nine months ended September 30, 2023. Excluding the impact of capitalized borrowing costs, finance costs increased by $21.1 million compared to the nine months ended September 30, 2023. The increase was driven primarily by higher interest expense on long-term debt, due to higher average debt outstanding during the nine months ended September 30, 2024 relating to borrowings made under the Revolving Credit Agreement, the IQ Loan, the SIF Loan, the Finalta-CDPQ Loan Agreement, the ESSOR Loan and the Supplier Credit Facility, non-cash interest (including interest paid in kind with respect to the Convertible Debentures) and accretion expense, and an increase in interest costs related to lease liabilities, partially offset by lower financing costs related to the Convertible Debentures and Non-Convertible Debentures issued in July 2023. Finance charges for the nine months ended September 30, 2024 included non-cash charges of $16.6 million related to interest paid in kind with respect to the Convertible Debentures and accretion expense.

Foreign Exchange Loss (Gain)
Foreign exchange loss (gain) relates 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 September 30, 2024, the foreign exchange gain was $1.6 million, compared to a foreign exchange loss of $2.9 million for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the foreign exchange loss was $1.9 million, compared to a foreign exchange gain of $0.1 million for the nine months ended September 30, 2023.The change in foreign exchange loss (gain) related primarily to the impact of changes in foreign currency rates (impact of changes in the Canadian dollar relative to the U.S. dollar).

Change in Fair Value of Conversion Options on Convertible Debt Instruments
For the three and nine months ended September 30, 2024, change in fair value of conversion options on convertible debt instruments resulted in a gain of $4.5 million and $27.8 million, respectively, compared to a gain of $3.4 million for both the three and nine months ended September 30, 2023, related to the revaluation of the conversion options on the Convertible Debentures issued in July 2023 resulting 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
For the three and nine months ended September 30, 2024, the change in fair value of share warrant obligations resulted in gains of $3.1 million and $23.2 million, respectively, compared to gains of $0.2 million and $11.9 million, respectively for the three and nine months ended September 30, 2023, related to the Specific Customer Warrants, the public and private Business Combination Warrants, the 2022 Warrants, and the July 2023 Warrants, and resulting mainly from the decrease in the market price of Lion equity as compared to the previous valuations.

Net Loss
The net loss of $33.9 million for the three months ended September 30, 2024 as compared to the net loss of $19.9 million for the same period prior year was mainly due to the higher gross loss and higher finance costs, partially offset by the impact of the reduction in administrative and selling expenses as well as higher gains related to non-cash decrease in the fair value of share warrant obligations and the conversion options on convertible debt instruments.

The net loss of $74.9 million for the nine months ended September 30, 2024 as compared to the net loss of $47.2 million for the same period prior year was mainly due to the higher gross loss and higher finance costs, partially offset by the impact of the reduction in administrative and selling expenses as well as higher gains related to non-cash decrease in the fair value of share warrant obligations and the conversion options on convertible debt instruments.

Basis of Presentation
Refer to note 2 of the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2024 which also indicates the existence of material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Based on the current assessment of management, it is not certain that cash and forecasted cash flows from operations will be sufficient to meet the Company’s obligations coming due over the next twelve months, and, as a result, the Company’s ability to continue as a going concern is dependent on, among other things, its ability to raise additional funds in order to meet its capital requirements and satisfy its obligations as they become due (such as upcoming interest payment obligations under, and repayment at maturity of, certain of its debt instruments), including in connection with the expiration of the covenant relief period (as defined below) on November 15, 2024 and/or the maturity of the Finalta-CDPQ Loan Agreement on November 30, 2024. The Company expects that it will need to negotiate further amendments or concessions or waivers to agreements with the holders of its debt instruments in connection with the expiry of the covenant relief period and upcoming maturity of the Finalta-CDPQ Loan Agreement. See section 2.0 of the Company’s MD&A entitled “Basis of Presentation” for additional information.

Conference Call
A conference call and webcast will be held on November 6, 2024, at 5:30 p.m. (Eastern Time) to discuss the results. To participate in the conference call, please dial (404) 975-4839 or (833)-470-1428 (toll free) using the Access Code 946933. 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 the 2024 third quarter financial report, including the unaudited condensed interim consolidated financial statements of the Company and the related notes as at September 30, 2024 and for the three and nine months ended September 30, 2024 and 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. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the MD&A.

Non-IFRS Measure 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 neither required nor recognized measures under IFRS, and, as a result, 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 to exclude restructuring costs, share-based compensation, change in fair value of conversion options on convertible debt instruments, change in fair value of share warrant obligations, foreign exchange (gain) loss and transaction and other non-recurring expenses. Lion uses adjusted EBITDA to facilitate a comparison of the profitability of its business on a consistent basis from period-to-period and to provide a further understanding of factors and trends affecting its business. The Company also believes this measure is useful for investors to assess the Company’s profitability, its cost structure and its ability to service debt and to meet other payment obligations. 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. 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 12.0 of the Company’s MD&A for the three and nine months ended September 30, 2024 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 vehicles 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 programs, subsidies or 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 9.0 of the MD&A entitled “Order Book”. The vehicles included in the vehicle order book as of November 6, 2024 provided for a delivery period ranging from a few months to the end of the year ending December 31, 2028, 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 Infrastructure Canada’s Zero Emission Transit Fund “ZETF” program, unless otherwise agreed by Infrastructure Canada. 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. Also, there has been in the past and the Company expects there will continue to be variances in the eligibility criteria of the various programs, subsidies and incentives introduced by governmental authorities, including in their interpretation and application. 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. In addition, the Company’s current financial position as well as the material uncertainty as to its ability to continue as a going concern is likely to increase some or all of the risks relating to the Company’s order book. See “Increased Risks relating to Order Book” under section 9.0 of the MD&A entitled “Order Book.”

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.

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 school buses. 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.

The post Lion Electric Announces Third Quarter 2024 Results appeared first on School Transportation News.

Lion Electric Announces Additional Amendments To Certain Senior Credit Instruments

By: STN
2 October 2024 at 18:21

MONTREAL, Canada- The Lion Electric Company (NYSE: LEV) (TSX: LEV) (“Lion” or the “Company”), a leading manufacturer of all-electric medium and heavy-duty urban vehicles, announced today that it has entered into additional amendments to certain of its senior credit instruments, namely (i) its senior revolving credit agreement entered into with a syndicate of lenders represented by National Bank of Canada, as administrative agent and collateral agent, and including Bank of Montreal and Federation des Caisses Desjardins du Québec, and (ii) its loan agreement entered into with Finalta Capital and Caisse de dépôt et placement du Quebec.

The revolving credit agreement amendments provide for, among other things, the extension of the period applicable to the previously announced suspension of the financial covenants under the revolving credit agreement, namely the tangible net worth test and the springing fixed charge coverage ratio, from September 30, 2024, to November 15, 2024 (the “covenant relief period”). In furtherance of such amendments, the Company has agreed that any excess cash would be used for the repayment of the revolving credit agreement. The Company continues to be required to maintain a minimum amount of available liquidity (calculated based on the maximum amount that can be drawn under the revolving credit facility and cash on hand) of C$15,000,000, subject to limited exceptions. Further, the Company remains subject to enhanced reporting obligations and limitations on the use of any advances made under the revolving credit facility until such time that the amount available to be drawn under the revolving facility equals or exceeds 50% of the total borrowing capacity under the revolving facility for 30 consecutive days. All other material terms and conditions of the revolving credit agreement and prior amendments thereto, including the August 11, 2025 maturity date and the general affirmative covenants, restrictions, negative covenants and events of defaults thereunder, remain substantially unchanged. For additional details on the revolving credit agreement and amendments thereof, please refer to the copies thereof which will be available on the Company’s profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

The Company also amended the loan agreement (the “Finalta CDPQ Loan Agreement”) entered into with Finalta Capital Fund, L.P., as lender and administrative agent, and Caisse de dépôt et placement du Quebec (through one of its subsidiaries), as lender, to extend the November 6, 2024 maturity date until November 30, 2024. The amendment also provides that the minimum available liquidity requirement under the Finalta CDPQ Loan Agreement will remain aligned during the covenant relief period with the one applicable during such period under the revolving credit agreement. All other terms and conditions of the amended loan agreement remain substantially unchanged.

The Company will continue to actively evaluate different opportunities that may enable it to improve its liquidity and strengthen its financial position. Such opportunities may include certain refinancing initiatives related to its debt instruments, the sale of certain of its assets and/or any other opportunities or alternatives.

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 school buses. 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.

The post Lion Electric Announces Additional Amendments To Certain Senior Credit Instruments appeared first on School Transportation News.

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