Ebusco reports H1-2025 results

Ebusco accelerates bus deliveries and advances its turnaround

Financial review H1 2025

• Revenue arrived at €28.2 million (H1 2024: €38.0m).
• Gross profit of €-6.2 million (H1 2024: €-12.0m).
• EBITDA loss of €36.2 million (H1 2024: €-60.7m).
• Result for the period of €-46.1 million (H1 2024: €-64.7m).
• Equity at 30 June 2025 was €-10.9 million (31 December 2024: €27.5 million).
• Secured additional funding of €22.0 million in February 2025.
• Successful recent restructuring of outstanding loans, largely through conversion into equity (subject to approval from Ebusco’s shareholders).
• Ebusco continues to rely on a significant liquidity injection and is exploring various measures to strengthen its working capital.

Operational review H1 2025

• 47 buses delivered in H1 2025, with a substantial share delivered in the last months of the period as production pace accelerated.
• Order book of 220 fixed bus contracts.
• FTE reduction from 522 FTEs as at 31 December 2024 to 345 FTEs as at 30 June 2025, a reduction of c. 34%.
• OPEX (excluding cost of materials) reduced by €18.6 million (H1 2025 vs. H1 2024), driven by the cost reduction program which consists of the organizational restructuring and consolidation of the Dutch operations into a single, more efficient facility in Deurne.
• OED production model largely implemented, with casco and bus assembly now fully managed by contract manufacturers, allowing Ebusco’s facilities to focus on Pre-Delivery Inspection (PDI) and quality assurance.
• Enhanced collaboration with contract manufacturers in China, improving build quality and reducing post-production hours at PDI facilities.

Deurne, 15 August 2025 – Ebusco (Euronext: EBUS) today provides insight into its financial and operational results for the first half of 2025.

During the first six months of 2025, Ebusco has made good progress in executing its turnaround plan. The company advanced its transition from OEM to OED manufacturing, reduced costs substantially, and improved delivery pace – particularly in recent months – while continuing to focus on quality and operational efficiency. Nevertheless, in the first half of 2025 Ebusco continued to be impacted by the ongoing liquidity constraints. This had a negative impact on the financial and operational performance in that period.

Michel van Maanen (COO and Member of the Board) and Peter Bijvelds (Member of the Board):
Over the past few months, the Management Board has been primarily focused on ensuring the survival of the company. Significant steps have been taken to get Ebusco back on track, including the implementation of a cost reduction program and the restructuring of outstanding loans. These measures are intended to strengthen our financial position and create a more sustainable foundation for the future.

Although it has been a turbulent time, we have not stopped deploying our Turnaround Plan, with a clear goal to transform from OEM to OED. During the restructuring as mentioned above we have rigorously worked on improving the structures, cooperation and processes in the crucial business units Engineering, Production and Delivery Centers, which have given direct result in improving the quality and speed of delivery. We believe that with these actions we are repositioning the company to shift its focus from short-term management back to long-term stability, but it remains a challenging road ahead.

Encouragingly we have already seen a notable improvement in our delivery performance in the last few months, and buses have been steadily delivered to the clients, which is an essential factor for rebuilding customer confidence and securing future success.

We want to thank our partners, suppliers and other stakeholders for their patience and cooperation in these challenging times. Our full focus is on continuing the positive trend and becoming a reliable partner again.

Further progress on the implementation of the OED model

In 2024, Ebusco announced the shift of its production setup to an OED model, working solely with contract manufacturers. This model has now been largely implemented and casco and bus assembly is handled at the contract manufacturers. Ebusco’s own locations are mainly focused on Pre-Delivery Inspection (PDI). A further focus on local support from Ebusco’s contract manufacturers has been implemented, to further improve the quality of the contract manufacturing in China, and therefore a further reduction in hours spent on activities needed in the company’s PDI facilities. Quality, engineering, design, support and shared services remain centrally controlled from Ebusco’s headquarters, in Deurne. Over time, the change in production strategy is expected to have a positive impact on Ebusco’s delivery reliability, and, ultimately, profitability of each bus produced.

The output from the contract manufacturing model, however, is not yet fully up to speed due to the complexities associated with the production strategy change. In the first half of 2025 Ebusco delivered 47 buses to its clients, vs. 98 in the first half of 2024. Since 30 June 2025, however, Ebusco has delivered a further 24 buses to its clients (YTD), showing signs of an improvement in Ebusco’s delivery performance.

The transition from an OEM to OED model also impacted the balance sheet, with inventories decreasing by approximately €10.4 million and contract assets by approximately €5.9 million compared to year-end 2024, reflecting the shift from percentage-of-completion to point-in-time revenue recognition.

Ongoing cost reduction program

In light of its financial condition Ebusco announced a restructuring plan at the end of 2024. Since then, the company has made good progress with the ongoing cost reduction program, which has led to reduction of FTEs, from 522 FTEs as at 31 December 2024 to 345 FTEs as at 30 June 2025, a reduction of approximately 33.9%, a portion of which relates to natural attrition. Since 30 June 2025 the number of FTEs has come down further, to 306 FTE. A core element of the cost reduction program is also the consolidation of Ebusco’s two facilities in the Netherlands (Deurne and Venray) into a single facility in Deurne. This consolidation has been nearly completed, resulting in a single Dutch facility. These and other cost reduction measures have resulted in an OPEX reduction (excluding cost of materials) of €18.6 million in the first half of 2025 vs. the first half of 2024.

Funding

In February 2025, Ebusco secured several loans totaling €22.0 million, which were due mid-August 2025, which coincided with the maturity of the company’s bank loans. On 7 July 2025, Ebusco announced a comprehensive restructuring plan for these loans, largely through a debt-for-equity swap, which is expected to be implemented immediately after the upcoming Extraordinary General Meeting on 18 August 2025 (the EGM), subject to Ebusco’s shareholders approving the corresponding issuance of new shares in the EGM.

Under the restructuring of the bank loans, CVI Investments, Inc., an entity managed by Heights Capital Management, Inc. (Heights) and Kabuto Technology Co., Ltd. (Kabuto) agreed to take over the full position of ING Bank N.V. and Coöperatieve Rabobank U.A. respectively, under Ebusco’s letters of credit and bank guarantee facilities (the Bank Loans), subject to certain conditions. The Bank Loans have been transferred to Heights and Kabuto for amounts of EUR 4.6 million and EUR 8.2 million, respectively. Subject to the approval from the EGM, Heights and Kabuto have the option to convert their loans into shares in Ebusco on or after 19 August 2025.

Kabuto has indicated to Ebusco that it will exercise its conversion option on 19 August 2025. The relevant conversion price will be the lower of €0.40 or a 10% discount to the 5-day VWAP prior to 19 August 2025. Heights has indicated to Ebusco that it will not exercise this option, meaning that this loan will not be converted into shares for now and will be amended into a convertible loan agreement with a maturity of 19 August 2026. Heights has the right to exercise its conversion option after 19 August 2025, subject to providing a conversion notice to Ebusco 10 business days prior to the actual conversion. Conversion will then take place at the same terms.

As part of the restructuring plan, the €22.0 million of loans entered into in February 2025 with Heights, Green Innovation International Co. Ltd. and De Engh B.V., together with accrued interest of €2.2 million, will be converted into Ebusco shares on 19 August 2025 at a conversion price of €0.3260 per share, subject to shareholder approval, to be obtained at the EGM.

Despite the successful restructuring of the loans, Ebusco requires on a significant liquidity injection in order to be able to continue as a going concern. If Ebusco is not able to attract the required liquidity injection over time, it could face insolvency.

Order book

Ebusco expects some spin-off from current French and German deliveries and the performance of the buses and is strengthening the working relationship with its French and German clients, where Ebusco expects to receive new orders as soon as the company has further stabilized in terms of delivery reliability and aftersales support. Ebusco strongly believes the market for zero emission buses continues to be a ‘seller’ market, as all bus operators continue to have high demand for electric buses.

[1] There is no guarantee that these call-off orders will be converted into fixed orders as customers may not be successful in winning tenders or for other reasons. However, if the customer orders an electric bus, it is contractually obliged to ask Ebusco to deliver it first.

Current management focus

Currently, Ebusco’s management team is largely focused on addressing its financial condition, in particular its severe cash constraints as well as strengthening the organization from an HR point of view.

To strengthen its working capital, a working capital facility of up to €9 million was agreed recently with one of Ebusco’s partners in China, which is expected to become available before the end of August (and will be made available in tranches that are linked to Ebusco’s bus delivery schedule). This same partner agreed to a temporary deferral of €2 million in accounts payable.

Ebusco also continues to explore alternative means to strengthen its working capital, which may include a contractual arrangement with a Chinese contract manufacturer, which would include this contract manufacturer purchasing high volume inventories that are now held by Ebusco, specifically for the Ebusco 3.0 buses. In this set up, future procurement and cash needs for future orders are expected to come down, as this would be organized locally, in China, and the contract manufacturer would then also offer a facility to finance production similar to the usage of letters of credit. This new facility is expected to contain more favorable conditions than with the historical banking facilities, amongst others through the repayment of the contract manufacturer after client payment has been received.

Recently, the company has undergone changes in key positions, creating an opportunity to further strengthen the organization. The company also continues the search for a permanent CEO and other strategic hires are being evaluated. Management is engaging highly qualified temporary staff to ensure continuity and drive progress during this transition period. All the measures set out above are aimed at stabilizing the organization and restoring Ebusco’s financial condition in a structural manner such that it will be able to improve the delivery reliability and reap the benefits from all the strategic decisions, first and foremost the decision to transform from an OEM to an OED.

Status of the audit of FY 2024 and the Annual General Meeting

The very challenging business circumstances that Ebusco has gone through in the last months (including the refinancing and restructuring efforts), and those which Ebusco continues to face, and the turnaround the company is going through, have placed significant demands on the time and resources of the company. This has prevented the completion of the audit of the FY 2024 financial statements within the expected time frame. Consequently, the FY 2024 financial statements remain unaudited. As announced earlier, Ebusco has hired external support to assist the company in the preparations required for the auditor to finalize the audit of FY 2024 as soon as possible. This process is ongoing.

Ebusco will publish the audited financial statements when they are available. The Annual General Meeting of Shareholders, which is expected to be held in the fourth quarter of 2025 will be asked to adopt the audited financial statements. In addition, it requests that the members of the Management Board and Supervisory Board be discharged from liability for their respective management and supervisory activities performed in 2024.

Financial review

The audit of the FY 2024 financial statements is still in progress. Consequently, the interim financial information presented in this report may be subject to adjustments following completion of the audit. The Company cannot provide assurance at this stage regarding the nature or extent of any such adjustments.

Revenue

Following the change in revenue recognition from percentage-of-completion to point-in-time, contract assets decreased by approximately €5.9 million and inventories by approximately €10.4 million, reflecting the transition from OEM to OED manufacturing.

The inefficiencies encountered in the logistics flows to the company’s external contract manufacturers have affected the manufacturing lead times for Ebusco’s buses. These inefficiencies had an adverse impact on the revenue recognized for H1-2025, which is €28.2 million (H1-2024: €38.0 million). The delayed deliveries did not only affect the revenue recognized from the supply of the company’s buses but also delay the revenue from its maintenance and repair contracts (as these initiate after the buses have been delivered), thereby impeding the anticipated revenue from these services. Additionally, as Ebusco did not manage to catch-up on its bus delivery schedule the revenue also remains impacted by reservations for late delivery penalties which are accounted for as a deduction from revenue. Finally, the delivery of mobile energy containers and energy storage systems was postponed due to further development work and the process of obtaining maritime certificates, which enabled key improvements. This also impacted revenue for the first half of 2025.

Cost of materials and gross profit

The gross margin of the first half of 2025 amounts to €6.2 million negative. This amount can be split into negative €5.2 million for buses, positive €1.8 million for spare parts and maintenance and negative €2.7 million mainly related to additions to stock obsolescence- and warranty provisions.

Employee expenses and other operating expenses

 As part of the cost reduction program, Ebusco initiated a restructuring of its organization as of 1 January 2025. As part of this restructuring, 102 Full Time Equivalents (FTE) were impacted. This in combination with natural staff turnover resulted in 345 FTE per 30 June 2025 (522 FTE per 31 December 2024).

 For H1-2025 the employee benefit expenses amounted to €19.3 million (€33.5 in H1 2024), driven by the average number of 408 FTE which is substantially lower than the average number of 708 FTE for H1-2024.

The other operational expenses amount to €10.7 million in the first half of 2025 (H1-2024: €15.2 million). Expenses were lower than in H1-2024 in line with the turnaround plan, mainly due to savings on rental, machinery, and transport costs (in particular through improved planning, resulting in less use of air freight), as well as reduced IT and marketing expenses.

EBITDA

Due to the impact of encountered inefficiencies and subsequent aforementioned consequences, EBITDA arrived at negative €36.2 million in the first half of 2025 (H1-2024: negative €60.7 million).

Finance expenses

The financial income and expenses for the first half of 2025 was a net expense of €4.9 million (H1-2024: income of €890k). The financial expense is driven by interest and amortization expenses of €3.2 million (H1-2024: 3.5 million) incurred on the Group’s outstanding convertible bond, interest and amortization expenses of €1.6 million (H1-2024: €0) incurred on the new €22.0 million debt financing obtained in February 2025, and fair value loss of €723k (H1-2024: fair value gain of €4.9 million) on the derivative element of the convertible bond, offset by a gain on foreign exchange revaluations of €1.8 million (H1-2024: €156k). The increase in financial expense from H1-2024 compared to H1-2025 is primarily driven by the change in fair value movement of the convertible bond from a fair value gain of €4.9 million in H1-2024 to a fair value loss of €723k (being a delta of c. €5.6 million).

Net result for the period

The net result for the period came in at negative €46.1 million (H1-2024: negative €64.7 million). Earnings per share changed from a loss of €0.99 per share in H1-2024 to a loss of €0.69 per share over the first half of 2025.

Calendar for the remainder of the year

Click here to read the full press release including interim condensed consolidated financial statements.