Business Combination

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

World Energy

On May 17, 2021, the Company acquired all of the issued and outstanding membership interests of World Energy, a privately-held, Massachusetts-based entity, and retained its principals and all of its employees. World Energy is a direct-install energy efficiency services company (“ESCO”), serving commercial, industrial and institutional customers as well as offering solar and electric vehicle charging solutions. World Energy enables utilities to meet their energy savings mandates by developing and executing energy efficiency projects.

In March 2022, pursuant to the definitive acquisition agreement, the Company paid contingent consideration of $1,000 to the sellers pursuant to World Energy’s achievement, for the calendar year 2021, of minimum annual revenues of $19,500.

The following unaudited pro forma financial information presents the combined results of the operations of XL Fleet and World Energy as if the acquisition of World Energy had occurred as of January 1, 2021. The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations actually would have been had the acquisition been completed on January 1, 2021. This unaudited pro forma financial information does not purport to project the future results of operations of the combined Company.

Since the acquisition occurred on May 17, 2021, the results of the acquisition are fully incorporated into the condensed consolidated financial information for the six months ended June 30, 2022. The following table presents the Company’s pro forma combined results of operations of XL Fleet and World Energy for the six months ended June 30, 2021 as if the acquisition of World Energy had occurred as of January 1, 2021:


	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Revenues	$	6,502	$	12,118
Net (loss) income	$	(10,042)	$	52,272
Per share amounts: Net (loss) income per share - basic	$	(0.07)	$	0.38
Net loss per share - diluted	$	(0.07)	$	(0.16)

The above pro forma information includes pro forma adjustments to (1) eliminate the effect of non-recurring merger expenses of $498 for the three and six months ended June 30, 2021 and (2) eliminate interest expense associated with debt that was repaid in the acquisition of World Energy of $16 and $37 for the three and six months ended June 30, 2021.