|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
6770
(Primary Standard Industrial
Classification Code No.) |
| |
83-2533239
(I.R.S. Employer
Identification No.) |
|
| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | |
Smaller reporting company ☒
Emerging growth company ☒ |
|
| | |
Page
|
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| | | | 109 | | | |
| | | | F-1 | | |
| | |
For the Three
Months Ended March 31, 2021 |
| |
For the Three
Months Ended March 31, 2020 |
| |
Restated
Year ended December 31, 2020 |
| |
For the period
from April 30, 2019 to December 31, 2019 |
| ||||||||||||
Net sales.
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling and administrative expenses
|
| | | | 14,394 | | | | | | 3,522 | | | | | | 28,787 | | | | | | 4,526 | | |
Research and development expenses
|
| | | | 91,812 | | | | | | 8,468 | | | | | | 73,694 | | | | | | 5,865 | | |
Total operating expenses
|
| | | $ | (106,206) | | | | | $ | (11,990) | | | | | $ | (102,481) | | | | | $ | (10,391) | | |
Loss from operations
|
| | | | | | | | | | | | | | | $ | (102,481) | | | | | $ | (10,391) | | |
Other (expense) income
|
| | | | | ||||||||||||||||||||
Other (expense) income.
|
| | | | (19,132) | | | | | | 126 | | | | | | (20,866) | | | | | | — | | |
Interest income (expense)
|
| | | | 127 | | | | | | (1) | | | | | | (703) | | | | | | — | | |
Loss before income taxes.
|
| | | $ | (125,211) | | | | | $ | (11,865) | | | | | $ | (124,050) | | | | | $ | (10,391) | | |
Income tax expense.
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss.
|
| | | $ | (125,211) | | | | | $ | (11,865) | | | | | $ | (124,050) | | | | | $ | (10,391) | | |
Loss per share attributable to common shareholders.
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic & Diluted.
|
| | | $ | (0.72) | | | | | $ | (0.16) | | | | | $ | (1.28) | | | | | $ | (0.15) | | |
Weighted-average number of common shares outstanding
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic & Diluted.
|
| | | | 174,325 | | | | | | 71,911 | | | | | | 96,716 | | | | | | 68,279 | | |
| | |
March 31,
2021 |
| |
Restated
December 31, 2020 |
| |
December 31,
2019 |
| |||||||||
Total assets
|
| | | $ | 779,082 | | | | | $ | 767,219 | | | | | $ | 33,546 | | |
Total liabilities
|
| | | | 75,767 | | | | | | 136,481 | | | | | | 24,990 | | |
Total stockholders’ equity
|
| | | | 703,315 | | | | | | 630,738 | | | | | | 8,556 | | |
| | |
Three months ended
March 31, 2021 |
| |
Three months ended
March 31, 2020 |
| ||||||
Net sales
|
| | | $ | — | | | | | $ | — | | |
Operating expenses
|
| | | | | | | | | | | | |
Selling and administrative expenses
|
| | | | 14,394 | | | | | | 3,522 | | |
Research and development expenses
|
| | | | 91,812 | | | | | | 8,468 | | |
Total operating expenses
|
| | | | 106,206 | | | | | | 11,990 | | |
Loss from operations
|
| | | | (106,206) | | | | | | (11,990) | | |
Other (expense) income
|
| | | | | | | | | | | | |
Other (expense) income
|
| | | | (19,132) | | | | | | 126 | | |
Interest income (expense)
|
| | | | 127 | | | | | | (1) | | |
Loss before income taxes
|
| | | | (125,211) | | | | | | (11,865) | | |
Income tax expense
|
| | | | — | | | | | | — | | |
Net loss
|
| | | $ | (125,211) | | | | | $ | (11,865) | | |
| | |
Restated
Year ended December 31, 2020 |
| |
For the Period
April 30, 2019 to December 31, 2019 |
| ||||||
Net sales
|
| | | $ | — | | | | | $ | — | | |
Operating expenses
|
| | | | | | | | | | | | |
Selling and administrative expenses
|
| | | | 28,787 | | | | | | 4,526 | | |
Research and development expenses
|
| | | | 73,694 | | | | | | 5,865 | | |
Total operating expenses
|
| | | | 102,481 | | | | | | 10,391 | | |
Loss from operations
|
| | | | (102,481) | | | | | | (10,391) | | |
Other (expense) income
|
| | | | | | | | | | | | |
Other expense, net
|
| | | | (20,866) | | | | | | — | | |
Interest expense
|
| | | | (703) | | | | | | — | | |
Loss before income taxes
|
| | | | (124,050) | | | | | | (10,391) | | |
Income tax expense
|
| | | | — | | | | | | — | | |
Net loss
|
| | | $ | (124,050) | | | | | $ | (10,391) | | |
| | |
Three months ended
March 31, 2021 |
| |
Three months ended
March 31, 2020 |
| |
Restated
Year ended December 31, 2020 |
| |
For the Period
April 30, 2019 to December 31, 2019 |
| ||||||||||||
Net cash used by operating activities
|
| | | $ | (71,520) | | | | | $ | (7,855) | | | | | $ | (99,596) | | | | | $ | (5,202) | | |
Net cash used by investing activities
|
| | | $ | (54,264) | | | | | $ | — | | | | | $ | (50,249) | | | | | $ | (133) | | |
Net cash provided by financing activities
|
| | | $ | 83,066 | | | | | $ | 6,125 | | | | | $ | 777,447 | | | | | $ | 7,494 | | |
Name
|
| |
Age
|
| |
Position
|
|
Executive Officers | | | | | | | |
Stephen S. Burns | | | 61 | | | Chairman of the Board and Chief Executive Officer | |
Julio Rodriguez | | | 62 | | | Chief Financial Officer | |
Rich Schmidt | | | 54 | | | President | |
Shane Brown | | | 49 | | | Chief Production Officer | |
Caimin Flannery | | | 77 | | | Vice President of Business Development | |
Chuan D. (John) Vo | | | 48 | | | Vice President of Propulsion | |
Darren Post | | | 61 | | | Vice President of Engineering | |
Thomas V. Canepa | | | 61 | | | General Counsel and Corporate Secretary | |
Non-Employee Directors | | | | | | | |
David T. Hamamoto(3) | | | 61 | | | Director | |
Keith Feldman(1) | | | 44 | | | Director | |
Jane Reiss(1) | | | 59 | | | Director | |
Dale Spencer(2) | | | 63 | | | Director | |
Michael Gates(3) | | | 60 | | | Director | |
Mick Kowitz(2) | | | 53 | | | Director | |
Angela Strand(2)(3) | | | 52 | | | Director | |
Martin J. Rucidlo(1) | | | 63 | | | Director | |
Name and Principal Position
|
| |
Year
|
| |
Salary ($)
|
| |
Option Awards ($)(l)
|
| |
Total ($)
|
| ||||||||||||
Stephen S. Burns
Chief Executive Officer |
| | | | 2020 | | | | | | 269,266 | | | | | | — | | | | | | 269,266 | | |
| | | | | 2019 | | | | | | 99,113 | | | | | | — | | | | | | 99,113 | | |
Phil Richard Schmidt
President |
| | | | 2020 | | | | | | 324,265 | | | | | | 88,040 | | | | | | 412,305 | | |
Thomas V. Canepa
General Counsel & Corporate Secretary |
| | | | 2020 | | | | | | 292,345 | | | | | | 88,040 | | | | | | 380,385 | | |
| | |
Option Awards
|
| |||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |||||||||||||||
Stephen S. Burns
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Phil Richard Schmidt
|
| | | | 11/1/19(1) | | | | | | 470,254 | | | | | | 232,449 | | | | | $ | 1.79 | | | | | | 10/31/29 | | |
| | | | | 2/14/20(1) | | | | | | 54,528 | | | | | | 26,858 | | | | | $ | 1.79 | | | | | | 2/13/30 | | |
Thomas V. Canepa
|
| | | | 11/1/19(1) | | | | | | 470,254 | | | | | | 232,449 | | | | | $ | 1.79 | | | | | | 10/31/29 | | |
| | | | | 2/14/20(1) | | | | | | 54,528 | | | | | | 26,858 | | | | | $ | 1.79 | | | | | | 2/13/30 | | |
Name
|
| |
Stock
Awards ($)(1) |
| |
Total ($)
|
| ||||||
Jane Reiss
|
| | | | 150,880(2) | | | | | | 150,880 | | |
Dale Spencer
|
| | | | 150,880(2) | | | | | | 150,880 | | |
Name and Address of Beneficial Owner
|
| |
Common Stock
Beneficially Owned Number of Shares of Class A Common Stock Beneficially Owned |
| |
Percent of Class A
Common Stock Outstanding |
| ||||||
Directors and Executive Officers | | | | | | | | | | | | | |
Stephen S. Burns(1)
|
| | | | 46,351,745 | | | | | | 26.25% | | |
Thomas V. Canepa(2)
|
| | | | 538,752 | | | | | | * | | |
David T. Hamamoto(3)
|
| | | | 4,229,135 | | | | | | 2.37% | | |
Jane Reiss(4)
|
| | | | 83,822 | | | | | | * | | |
Dale Spencer(4)
|
| | | | 83,822 | | | | | | * | | |
Keith Feldman(5)
|
| | | | 234,645 | | | | | | * | | |
Michael Gates
|
| | | | 10,101 | | | | | | * | | |
Mick Kowitz
|
| | | | 10,060 | | | | | | * | | |
Phil Richard Schmidt(6)
|
| | | | 334,148 | | | | | | * | | |
Angela Strand
|
| | | | — | | | | | | * | | |
Martin J. Rucidlo
|
| | | | 12,535 | | | | | | * | | |
All Directors and Executive
Officers, as a group (16 individuals)(7) |
| | | | 53,112,049 | | | | | | 29.71% | | |
Five Percent Holders
|
| | | | | | | | | | | | |
Workhorse Group Inc.(8)
|
| | | | 16,478,402 | | | | | | 9.33% | | |
FMR LLC(9)
|
| | | | 10,433,286 | | | | | | 5.91% | | |
Name of Selling
Securityholder |
| |
Shares of
Class A Common Stock Beneficially Owned Prior to Offering |
| |
Private
Placement Warrants Beneficially Owned Prior to Offering |
| |
Number of
Shares of Class A Common Stock Being Offered(1) |
| |
Number of
Private Placement Warrants Being Offered |
| |
Shares of Class A
Common Stock Beneficially Owned After the Offered Shares of Class A Common Stock Are Sold |
| |
Private
Placement Warrants Beneficially Owned After the Offered Private Placement Warrants Are Sold |
| ||||||||||||||||||||||||||||||
|
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||||||||||||||||||||||
Abel Family Investments LLC
|
| | | | 949,988 | | | | | | — | | | | | | 949,988 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Adam & Ellen Gannon-Shapiro JT TEN
|
| | | | 50,998 | | | | | | — | | | | | | 44,554 | | | | | | — | | | | | | 6,444 | | | | | | ** | | | | | | — | | | | | | — | | |
Adam Perlow & Marlo S. Perlow JT TEN
|
| | | | 27,940 | | | | | | — | | | | | | 27,940 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Adam R. Black*
|
| | | | 32,192 | | | | | | — | | | | | | 32,192 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Albert T. Adams, Trustee
of The Albert T. Adams Trust*(2) |
| | | | 100,383 | | | | | | — | | | | | | 100,383 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Albert Thomas
Adams*(2) |
| | | | 55,881 | | | | | | — | | | | | | 55,881 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name of Selling
Securityholder |
| |
Shares of
Class A Common Stock Beneficially Owned Prior to Offering |
| |
Private
Placement Warrants Beneficially Owned Prior to Offering |
| |
Number of
Shares of Class A Common Stock Being Offered(1) |
| |
Number of
Private Placement Warrants Being Offered |
| |
Shares of Class A
Common Stock Beneficially Owned After the Offered Shares of Class A Common Stock Are Sold |
| |
Private
Placement Warrants Beneficially Owned After the Offered Private Placement Warrants Are Sold |
| ||||||||||||||||||||||||||||||
|
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||||||||||||||||||||||
Alberta Investment Management Corporation(3)
|
| | | | 300,000 | | | | | | — | | | | | | 300,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alexander Gitch
|
| | | | 753 | | | | | | 288 | | | | | | 753 | | | | | | 288 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alice A. Devine
|
| | | | 5,000 | | | | | | — | | | | | | 5,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
AMFCO-4 LLC(4)
|
| | | | 354,000 | | | | | | — | | | | | | 335,290 | | | | | | — | | | | | | 18,710 | | | | | | ** | | | | | | — | | | | | | — | | |
Andrew D. Weller
|
| | | | 59,412 | | | | | | — | | | | | | 56,512 | | | | | | — | | | | | | 2,900 | | | | | | ** | | | | | | — | | | | | | — | | |
Andrew Richardson(5)
|
| | | | 88,357 | | | | | | — | | | | | | 88,357 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Anthony B. Cimino*
|
| | | | 183,411 | | | | | | — | | | | | | 183,411 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Anthony J. Hasapis*
|
| | | | 5,019 | | | | | | — | | | | | | 5,019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Anthony V. Milone
|
| | | | 52,589 | | | | | | — | | | | | | 52,308 | | | | | | — | | | | | | 281 | | | | | | * | | | | | | — | | | | | | — | | |
Arash Dilmanian
|
| | | | 90,979 | | | | | | 11,646 | | | | | | 90,979 | | | | | | 11,646 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Armory Fund LP(4)
|
| | | | 232,526 | | | | | | — | | | | | | 223,526 | | | | | | — | | | | | | 9,000 | | | | | | | | | | | | — | | | | | | — | | |
Article Third of
Hamamoto Family Trust 2003(6) |
| | | | 994,755 | | | | | | 202,933 | | | | | | 266,971 | | | | | | 202,933 | | | | | | 524,851 | | | | | | ** | | | | | | — | | | | | | — | | |
ATJ Electrical Co Inc(7)
|
| | | | 40,304 | | | | | | — | | | | | | 30,304 | | | | | | — | | | | | | 10,000 | | | | | | ** | | | | | | — | | | | | | — | | |
Barbara G. Samuels
|
| | | | 151,520 | | | | | | — | | | | | | 151,520 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Barrett A. Binion
|
| | | | 377 | | | | | | 144 | | | | | | 377 | | | | | | 144 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
BEMAP Master Fund Ltd*(8)
|
| | | | 545,454 | | | | | | — | | | | | | 545,454 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
BlackRock, Inc.(9)
|
| | | | 812,500 | | | | | | — | | | | | | 812,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Blackwell Horizon LLC*(10)
|
| | | | 85,506 | | | | | | — | | | | | | 50,506 | | | | | | — | | | | | | 35,000 | | | | | | ** | | | | | | — | | | | | | — | | |
BLDG, LLC*(11)
|
| | | | 10,060 | | | | | | — | | | | | | 10,060 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brad S. Lebovitz
|
| | | | 44,676 | | | | | | 3,199 | | | | | | 44,676 | | | | | | 3,199 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Bradley L. Todora(12)
|
| | | | 20,120 | | | | | | — | | | | | | 20,120 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brett Bossung
|
| | | | 1,282,417 | | | | | | 16,917 | | | | | | 1,282,417 | | | | | | 16,917 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brett C. Klyza
|
| | | | 16,265 | | | | | | 6,954 | | | | | | 16,265 | | | | | | 6,954 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brett Wasserlauf*
|
| | | | 13,970 | | | | | | — | | | | | | 13,970 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brian A. Betancourt*
|
| | | | 112,969 | | | | | | — | | | | | | 112,969 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brian Frank
|
| | | | 10,101 | | | | | | — | | | | | | 10,101 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brian Roberts*
|
| | | | 170,203 | | | | | | — | | | | | | 170,203 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brown Gibbons Lang & Company LLC*(13)
|
| | | | 1,649,489 | | | | | | — | | | | | | 1,649,489 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Chris Prouty*
|
| | | | 40,082 | | | | | | — | | | | | | 40,082 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Chris S. Westfahl
|
| | | | 67,379 | | | | | | 2,624 | | | | | | 67,379 | | | | | | 2,624 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Chris Scotti*
|
| | | | 45,200 | | | | | | — | | | | | | 45,200 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name of Selling
Securityholder |
| |
Shares of
Class A Common Stock Beneficially Owned Prior to Offering |
| |
Private
Placement Warrants Beneficially Owned Prior to Offering |
| |
Number of
Shares of Class A Common Stock Being Offered(1) |
| |
Number of
Private Placement Warrants Being Offered |
| |
Shares of Class A
Common Stock Beneficially Owned After the Offered Shares of Class A Common Stock Are Sold |
| |
Private
Placement Warrants Beneficially Owned After the Offered Private Placement Warrants Are Sold |
| ||||||||||||||||||||||||||||||
|
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||||||||||||||||||||||
Christine M. Ojile
|
| | | | 5,769 | | | | | | — | | | | | | 5,019 | | | | | | — | | | | | | 750 | | | | | | ** | | | | | | — | | | | | | — | | |
Christopher Coogan
|
| | | | 5,038 | | | | | | — | | | | | | 5,038 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Christopher Hession
|
| | | | 5,000 | | | | | | — | | | | | | 5,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Christopher
J. Cecchetelli |
| | | | 1,223 | | | | | | 468 | | | | | | 1,223 | | | | | | 468 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Chuan D. Vo(14)
|
| | | | 75,150 | | | | | | — | | | | | | 717 | | | | | | — | | | | | | 74,433 | | | | | | ** | | | | | | — | | | | | | — | | |
Clayton E. Wimberly & Joan Mary Wimberly COMM WROS
PROP* |
| | | | 15,152 | | | | | | — | | | | | | 15,152 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Colleen C. Fennerty
|
| | | | 753 | | | | | | 288 | | | | | | 753 | | | | | | 288 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Connie Leonard
|
| | | | 2,000 | | | | | | — | | | | | | 2,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Constantine A. Tujios
|
| | | | 43,881 | | | | | | 5,248 | | | | | | 43,881 | | | | | | 5,248 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
D.E. Shaw Oculus Portfolios, L.L.C.*(15)
|
| | | | 921,800 | | | | | | — | | | | | | 875,000 | | | | | | — | | | | | | 46,800 | | | | | | ** | | | | | | — | | | | | | — | | |
D.E. Shaw Valence Portfolios, L.L.C.*(16)
|
| | | | 2,765,179 | | | | | | — | | | | | | 2,625,000 | | | | | | — | | | | | | 140,179 | | | | | | ** | | | | | | — | | | | | | — | | |
Daniel J. Wampler & Lisa
Ann Wampler JT TEN* |
| | | | 177,446 | | | | | | — | | | | | | 177,446 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Daniel W. Grotenhuis*
|
| | | | 111,763 | | | | | | — | | | | | | 111,763 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Danielle Voroba
|
| | | | 941 | | | | | | 360 | | | | | | 941 | | | | | | 360 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
David G. Bramwell
|
| | | | 20,076 | | | | | | — | | | | | | 20,076 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
David Ezekiel
|
| | | | 90,000 | | | | | | — | | | | | | 90,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
David Mazzullo*
|
| | | | 40,405 | | | | | | — | | | | | | 40,405 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
David Powers Berten Trust
DTD 10/16/98*(17) |
| | | | 10,038 | | | | | | — | | | | | | 10,038 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
David T. Hamamoto GRAT
2019 – SPAC*(18) |
| | | | 2,819,423 | | | | | | 1,217,597 | | | | | | 2,819,423 | | | | | | 1,217,597 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Davidson Kempner Institutional Partners, L.P.*(19)
|
| | | | 550,650 | | | | | | — | | | | | | 550,650 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Davidson Kempner International,
Ltd.*(19) |
| | | | 646,350 | | | | | | — | | | | | | 646,350 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Davidson Kempner Partners*(19)
|
| | | | 259,950 | | | | | | — | | | | | | 259,950 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name of Selling
Securityholder |
| |
Shares of
Class A Common Stock Beneficially Owned Prior to Offering |
| |
Private
Placement Warrants Beneficially Owned Prior to Offering |
| |
Number of
Shares of Class A Common Stock Being Offered(1) |
| |
Number of
Private Placement Warrants Being Offered |
| |
Shares of Class A
Common Stock Beneficially Owned After the Offered Shares of Class A Common Stock Are Sold |
| |
Private
Placement Warrants Beneficially Owned After the Offered Private Placement Warrants Are Sold |
| ||||||||||||||||||||||||||||||
|
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||||||||||||||||||||||
Dechomai Asset
Trust(20) |
| | | | 500,000 | | | | | | — | | | | | | 500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Diamond Head Partners LLC*(21)
|
| | | | 1,409,712 | | | | | | 608,799 | | | | | | 1,409,712 | | | | | | 608,799 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Dominic Audino*
|
| | | | 25,253 | | | | | | — | | | | | | 25,253 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Douglas Solomon*
|
| | | | 21,212 | | | | | | — | | | | | | 21,212 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Edward and Judy Ptaszek JT TEN
|
| | | | 55,881 | | | | | | — | | | | | | 55,881 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Edward M. Giles Exempt Trust UAD*(22)
|
| | | | 225,940 | | | | | | — | | | | | | 225,940 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Edward M. Giles GST Exempt Trust UAD 11/30/11*(22)
|
| | | | 30,304 | | | | | | — | | | | | | 30,304 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Edward M. Giles GST Exempt Trust UAD 12/27/19*(23)
|
| | | | 30,304 | | | | | | — | | | | | | 30,304 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Edward M. Giles Revocable Trust*(24)
|
| | | | 393,585 | | | | | | — | | | | | | 393,585 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Erieview Acquisition
LLC(25) |
| | | | 139,704 | | | | | | — | | | | | | 139,704 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ernest Mario
|
| | | | 523,059 | | | | | | — | | | | | | 523,059 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ernest Mario
Fifteen Year ResidenceTrust(26) |
| | | | 157,087 | | | | | | — | | | | | | 157,087 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Federated Hermes Kaufmann Small Cap Fund, a Portfolio of Federated Hermes Equity Funds(27)
|
| | | | 1,500,000 | | | | | | — | | | | | | 1,500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
FIAM Target Date Blue
Chip Growth Commingled Pool By: Fidelity Institutional Asset Management Trust Company as Trustee(28) |
| | | | 334,961 | | | | | | — | | | | | | 334,961 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fidelity Advisor Series I:
Fidelity Advisor Growth Opportunities Fund*(28) |
| | | | 828,055 | | | | | | — | | | | | | 828,055 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name of Selling
Securityholder |
| |
Shares of
Class A Common Stock Beneficially Owned Prior to Offering |
| |
Private
Placement Warrants Beneficially Owned Prior to Offering |
| |
Number of
Shares of Class A Common Stock Being Offered(1) |
| |
Number of
Private Placement Warrants Being Offered |
| |
Shares of Class A
Common Stock Beneficially Owned After the Offered Shares of Class A Common Stock Are Sold |
| |
Private
Placement Warrants Beneficially Owned After the Offered Private Placement Warrants Are Sold |
| ||||||||||||||||||||||||||||||
|
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||||||||||||||||||||||
Fidelity Advisor Series I:
Fidelity Advisor Series Growth Opportunities Fund*(28) |
| | | | 41,185 | | | | | | — | | | | | | 41,185 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fidelity Blue Chip Growth
Commingled Pool By: Fidelity Institutional Asset Management Trust Company as Trustee*(28) |
| | | | 131,792 | | | | | | — | | | | | | 131,792 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fidelity Blue Chip Growth
Institutional Trust By its manager Fidelity Investments Canada ULC*(28) |
| | | | 12,008 | | | | | | — | | | | | | 12,008 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fidelity Growth Company
Commingled Pool By: Fidelity Management Trust Company, as Trustee*(28) |
| | | | 2,028,480 | | | | | | — | | | | | | 2,028,480 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fidelity Mt. Vernon Street
Trust: Fidelity Growth Company Fund*(28) |
| | | | 2,232,387 | | | | | | — | | | | | | 2,232,387 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fidelity Mt. Vernon Street
Trust: Fidelity Growth Company K6 Fund*(28) |
| | | | 226,198 | | | | | | — | | | | | | 226,198 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fidelity Mt. Vernon Street
Trust: Fidelity Series Growth Company Fund*(28) |
| | | | 512,936 | | | | | | — | | | | | | 512,936 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fidelity Securities Fund: Fidelity Blue Chip Growth Fund*(28)
|
| | | | 3,573,266 | | | | | | — | | | | | | 3,573,266 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund*(28)
|
| | | | 366,333 | | | | | | — | | | | | | 366,333 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund*(28)
|
| | | | 5,676 | | | | | | — | | | | | | 5,676 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fidelity Securities Fund:
Fidelity Series Blue Chip Growth Fund*(28) |
| | | | 575,965 | | | | | | — | | | | | | 575,965 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name of Selling
Securityholder |
| |
Shares of
Class A Common Stock Beneficially Owned Prior to Offering |
| |
Private
Placement Warrants Beneficially Owned Prior to Offering |
| |
Number of
Shares of Class A Common Stock Being Offered(1) |
| |
Number of
Private Placement Warrants Being Offered |
| |
Shares of Class A
Common Stock Beneficially Owned After the Offered Shares of Class A Common Stock Are Sold |
| |
Private
Placement Warrants Beneficially Owned After the Offered Private Placement Warrants Are Sold |
| ||||||||||||||||||||||||||||||
|
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||||||||||||||||||||||
Fidelity Select Portfolios: Select Automotive Portfolio*(28)
|
| | | | 12,513 | | | | | | — | | | | | | 12,513 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fiduciary Trust as
Custodian for The Edward M. Giles ROTH IRA*(29) |
| | | | 30,304 | | | | | | — | | | | | | 30,304 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Flamingo Drive Partners LLC(30)
|
| | | | 55,881 | | | | | | — | | | | | | 55,881 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Frangos Properties Group
LLC(31) |
| | | | 42,500 | | | | | | — | | | | | | 42,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Frank H. Moore*(32)
|
| | | | 5,019 | | | | | | — | | | | | | 5,019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Garrett Paul Ederle
|
| | | | 11,566 | | | | | | 4,790 | | | | | | 11,566 | | | | | | 4,790 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gavin A. Scotti, Jr.*
|
| | | | 588,128 | | | | | | — | | | | | | 563,128 | | | | | | — | | | | | | 25,000 | | | | | | ** | | | | | | — | | | | | | — | | |
Gavin A. Scotti, Sr.*
|
| | | | 50,506 | | | | | | — | | | | | | 50,506 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
George F. Wood
|
| | | | 1,037,347 | | | | | | — | | | | | | 1,037,347 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
George Syrianoudis
|
| | | | 10,118 | | | | | | — | | | | | | 10,047 | | | | | | — | | | | | | 71 | | | | | | ** | | | | | | — | | | | | | — | | |
George Tod Wood
|
| | | | 56,512 | | | | | | — | | | | | | 56,512 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
GFT IRA LLC*(33)
|
| | | | 615,301 | | | | | | — | | | | | | 615,301 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Giles Family 2015 Trust UAD 12/16/15*(22)
|
| | | | 197,949 | | | | | | — | | | | | | 197,949 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Glenn Kunkel
|
| | | | 9,740 | | | | | | — | | | | | | 9,740 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
GM EV Holdings LLC(34)
|
| | | | 7,500,000 | | | | | | — | | | | | | 7,500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
H. Benjamin Samuels
|
| | | | 106,387 | | | | | | — | | | | | | 106,387 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Han Solutions II LLC(35)
|
| | | | 20,662 | | | | | | — | | | | | | 16,162 | | | | | | — | | | | | | 4,500 | | | | | | ** | | | | | | — | | | | | | — | | |
Harold S. Parnes
|
| | | | 188,215 | | | | | | — | | | | | | 188,215 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Harry E. Ashton IV
|
| | | | 10,038 | | | | | | — | | | | | | 10,038 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Hausknecht FLP(36)
|
| | | | 20,202 | | | | | | — | | | | | | 20,202 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Henry Steeneck*
|
| | | | 42,795 | | | | | | — | | | | | | 42,795 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Honus Group LLC(37)
|
| | | | 62,628 | | | | | | — | | | | | | 62,628 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Horberg Enterprises LP(38)
|
| | | | 20,202 | | | | | | — | | | | | | 20,202 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Howard W. Wilson
|
| | | | 10,101 | | | | | | — | | | | | | 10,101 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ian B. Maccallum Jr.
|
| | | | 7,000 | | | | | | — | | | | | | 7,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ian Upton(39)
|
| | | | 32,158 | | | | | | — | | | | | | 17,620 | | | | | | — | | | | | | 14,538 | | | | | | ** | | | | | | — | | | | | | — | | |
ICS Opportunities LTD*(40)
|
| | | | 750,000 | | | | | | — | | | | | | 750,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Integrated Core Strategies (US) LLC*(40)
|
| | | | 2,463,100 | | | | | | — | | | | | | 2,450,000 | | | | | | — | | | | | | 13,100 | | | | | | ** | | | | | | — | | | | | | — | | |
Name of Selling
Securityholder |
| |
Shares of
Class A Common Stock Beneficially Owned Prior to Offering |
| |
Private
Placement Warrants Beneficially Owned Prior to Offering |
| |
Number of
Shares of Class A Common Stock Being Offered(1) |
| |
Number of
Private Placement Warrants Being Offered |
| |
Shares of Class A
Common Stock Beneficially Owned After the Offered Shares of Class A Common Stock Are Sold |
| |
Private
Placement Warrants Beneficially Owned After the Offered Private Placement Warrants Are Sold |
| ||||||||||||||||||||||||||||||
|
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||||||||||||||||||||||
Invader II LLC*(41)
|
| | | | 337,703 | | | | | | — | | | | | | 337,703 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
J. Victor & Barbara G. Samuels JT TEN
|
| | | | 83,822 | | | | | | — | | | | | | 83,822 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jacob Cooper*
|
| | | | 8,918 | | | | | | — | | | | | | 8,918 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
James J. Dolan*(42)
|
| | | | 15,152 | | | | | | — | | | | | | 15,152 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Janice & Michael Drake Trust UAD*(43)
|
| | | | 61,082 | | | | | | — | | | | | | 55,881 | | | | | | — | | | | | | 5,201 | | | | | | ** | | | | | | — | | | | | | — | | |
Jared L. Black*
|
| | | | 32,192 | | | | | | — | | | | | | 32,192 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jeffrey Cook
|
| | | | 29,545 | | | | | | 1,474 | | | | | | 29,545 | | | | | | 1,474 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jeremy Samuels
|
| | | | 71,033 | | | | | | — | | | | | | 71,033 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ji Yeong Ruggiere
|
| | | | 6,864 | | | | | | 2,624 | | | | | | 6,864 | | | | | | 2,624 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Joe Lukens*
|
| | | | 442,745 | | | | | | — | | | | | | 442,745 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
John R. Tilson Trust UAD
06/03/19(44) |
| | | | 41,513 | | | | | | — | | | | | | 41,513 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
John W. Shaffer
|
| | | | 7,197 | | | | | | — | | | | | | 7,197 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
John William Blaney*(45)
|
| | | | 7,358 | | | | | | — | | | | | | 5,023 | | | | | | — | | | | | | 2,335 | | | | | | ** | | | | | | — | | | | | | — | | |
Joseph Gamberale*
|
| | | | 15,152 | | | | | | — | | | | | | 15,152 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Judith Hannaway*(46)
|
| | | | 88,357 | | | | | | — | | | | | | 88,357 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Julio C. Rodriguez(47)
|
| | | | 558,862 | | | | | | — | | | | | | 34,080 | | | | | | — | | | | | | 524,782 | | | | | | ** | | | | | | — | | | | | | — | | |
Keith Feldman(48)
|
| | | | 234,645 | | | | | | 91,613 | | | | | | 234,645 | | | | | | 91,613 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Keith M. Kleeman
|
| | | | 50,301 | | | | | | — | | | | | | 50,301 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kelly Griffin
|
| | | | 134,965 | | | | | | — | | | | | | 131,965 | | | | | | — | | | | | | 3,000 | | | | | | ** | | | | | | — | | | | | | — | | |
Kenneth Beckerman*
|
| | | | 10,101 | | | | | | — | | | | | | 10,101 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kevin J. Harrington*
|
| | | | 10,101 | | | | | | — | | | | | | 10,101 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kristen N. Black*
|
| | | | 32,192 | | | | | | — | | | | | | 32,192 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kyle Buchakjian
|
| | | | 41,500 | | | | | | — | | | | | | 41,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kyriakos Mihalitsis
|
| | | | 4,608 | | | | | | 1,762 | | | | | | 4,608 | | | | | | 1,762 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Laurence Zalk*
|
| | | | 15,057 | | | | | | — | | | | | | 15,057 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Lawrence & Susan G. Wilson JT TEN
|
| | | | 84,653 | | | | | | — | | | | | | 84,453 | | | | | | — | | | | | | 200 | | | | | | ** | | | | | | — | | | | | | — | | |
Lee Dines*
|
| | | | 307,650 | | | | | | — | | | | | | 307,650 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Liang S. Wu
|
| | | | 941 | | | | | | 360 | | | | | | 941 | | | | | | 360 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
LWMM LLC(49)
|
| | | | 139,604 | | | | | | — | | | | | | 139,604 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
M.H. Davidson & Co*(19)
|
| | | | 43,050 | | | | | | — | | | | | | 43,050 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Manuel Z. Rios & Gloria P.
Rios JT TEN |
| | | | 81,578 | | | | | | — | | | | | | 81,578 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Marc Lehmann
|
| | | | 95,152 | | | | | | — | | | | | | 15,152 | | | | | | — | | | | | | 80,000 | | | | | | ** | | | | | | — | | | | | | — | | |
Name of Selling
Securityholder |
| |
Shares of
Class A Common Stock Beneficially Owned Prior to Offering |
| |
Private
Placement Warrants Beneficially Owned Prior to Offering |
| |
Number of
Shares of Class A Common Stock Being Offered(1) |
| |
Number of
Private Placement Warrants Being Offered |
| |
Shares of Class A
Common Stock Beneficially Owned After the Offered Shares of Class A Common Stock Are Sold |
| |
Private
Placement Warrants Beneficially Owned After the Offered Private Placement Warrants Are Sold |
| ||||||||||||||||||||||||||||||
|
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||||||||||||||||||||||
Margate Partners
|
| | | | 10,000 | | | | | | — | | | | | | 10,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mark A. Walsh(50)
|
| | | | 1,282,417 | | | | | | 16,917 | | | | | | 1,282,417 | | | | | | 16,917 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mark G. Christiana
|
| | | | 67,613 | | | | | | — | | | | | | 66,613 | | | | | | — | | | | | | 1,000 | | | | | | ** | | | | | | — | | | | | | — | | |
Marmatt LLC(51)
|
| | | | 53,427 | | | | | | — | | | | | | 49,227 | | | | | | — | | | | | | 4,200 | | | | | | ** | | | | | | — | | | | | | — | | |
Martin Rucidlo*(52)
|
| | | | 12,535 | | | | | | — | | | | | | 7,535 | | | | | | — | | | | | | 5,000 | | | | | | ** | | | | | | — | | | | | | — | | |
Martin Thomas Booher(53)
|
| | | | 13,970 | | | | | | — | | | | | | 13,970 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mary Ann Sicafuse(54)
|
| | | | 35,517 | | | | | | — | | | | | | 10,060 | | | | | | — | | | | | | 25,457 | | | | | | ** | | | | | | — | | | | | | — | | |
Masood A. Bhatti
|
| | | | 66,751 | | | | | | 2,624 | | | | | | 66,751 | | | | | | 2,624 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Medford Bragg
|
| | | | 162,269 | | | | | | — | | | | | | 162,269 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Melissa Leonard(55)
|
| | | | 34,046 | | | | | | — | | | | | | 34,046 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
MGC Properties LLC(56)
|
| | | | 3,725 | | | | | | — | | | | | | 2,525 | | | | | | — | | | | | | 1,200 | | | | | | ** | | | | | | — | | | | | | — | | |
Michael & Diane W. Gibbons JT TEN(57)
|
| | | | 282,342 | | | | | | — | | | | | | 282,342 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael D. Gates(58)
|
| | | | 10,101 | | | | | | — | | | | | | 10,101 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Franzese
|
| | | | 37,121 | | | | | | 2,624 | | | | | | 37,121 | | | | | | 2,624 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Kolodny Revocable Trust Dated 2/13/97*(59)
|
| | | | 5,010 | | | | | | — | | | | | | 5,010 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Randall
|
| | | | 78,680 | | | | | | — | | | | | | 75,500 | | | | | | — | | | | | | 3,180 | | | | | | ** | | | | | | — | | | | | | — | | |
Michael Solomon(60)
|
| | | | 1,010,000 | | | | | | — | | | | | | 1,010,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael T. Drake
|
| | | | 14,459 | | | | | | — | | | | | | 9,054 | | | | | | — | | | | | | 5,405 | | | | | | ** | | | | | | — | | | | | | — | | |
Mickey W. Kowitz(61)
|
| | | | 10,060 | | | | | | — | | | | | | 10,060 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mildred Martha Mario Exempt Trust(62)
|
| | | | 30,000 | | | | | | — | | | | | | 30,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mildred Martha Mario Nonelective Trust(62)
|
| | | | 175,000 | | | | | | — | | | | | | 175,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Millie LLC(63)
|
| | | | 55,881 | | | | | | — | | | | | | 55,881 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Monashee Pure Alpha SPV I LP*(8)
|
| | | | 245,455 | | | | | | — | | | | | | 245,455 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Monashee Solitario Fund LP*(8)
|
| | | | 327,273 | | | | | | — | | | | | | 327,273 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Nancy Hu*(64)
|
| | | | 13,970 | | | | | | — | | | | | | 13,970 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
New Era Capital Fund LP*(65)
|
| | | | 101,013 | | | | | | — | | | | | | 101,013 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Norman Ravski*
|
| | | | 66,613 | | | | | | — | | | | | | 66,613 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Patricia Avery
|
| | | | 10,101 | | | | | | — | | | | | | 10,101 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name of Selling
Securityholder |
| |
Shares of
Class A Common Stock Beneficially Owned Prior to Offering |
| |
Private
Placement Warrants Beneficially Owned Prior to Offering |
| |
Number of
Shares of Class A Common Stock Being Offered(1) |
| |
Number of
Private Placement Warrants Being Offered |
| |
Shares of Class A
Common Stock Beneficially Owned After the Offered Shares of Class A Common Stock Are Sold |
| |
Private
Placement Warrants Beneficially Owned After the Offered Private Placement Warrants Are Sold |
| ||||||||||||||||||||||||||||||
|
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||||||||||||||||||||||
Patrick & Mary Ellen McCullough
JT TEN(66) |
| | | | 180,289 | | | | | | — | | | | | | 179,664 | | | | | | — | | | | | | 625 | | | | | | ** | | | | | | — | | | | | | — | | |
Paul A. McAlpine*
|
| | | | 48,142 | | | | | | — | | | | | | 48,142 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Payton Gutting
|
| | | | 753 | | | | | | 288 | | | | | | 753 | | | | | | 288 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Phil Richard
Schmidt*(67) |
| | | | 334,148 | | | | | | — | | | | | | 9,366 | | | | | | — | | | | | | 324,782 | | | | | | ** | | | | | | — | | | | | | — | | |
Primary Investments LLC*(68)
|
| | | | 50,506 | | | | | | — | | | | | | 50,506 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Randall L. & Noreen Cochran JT TEN
|
| | | | 27,940 | | | | | | — | | | | | | 27,940 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Reuben Taub*
|
| | | | 30,115 | | | | | | — | | | | | | 30,115 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ricky Solomon
|
| | | | 55,316 | | | | | | — | | | | | | 55,316 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Riverview Group
LLC*(40) |
| | | | 800,000 | | | | | | — | | | | | | 800,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert & Abigail A. Ruhlman JT TEN*
|
| | | | 141,198 | | | | | | — | | | | | | 141,198 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert Berman*
|
| | | | 10,101 | | | | | | — | | | | | | 10,101 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert C. Eising
|
| | | | 13,301 | | | | | | — | | | | | | 10,101 | | | | | | — | | | | | | 3,200 | | | | | | ** | | | | | | — | | | | | | — | | |
Robert Coffey*
|
| | | | 5,030 | | | | | | — | | | | | | 5,030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert H. Chicoine Jr.
|
| | | | 71,664 | | | | | | — | | | | | | 71,664 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert Kromer and Emily
Berry*(69) |
| | | | 5,030 | | | | | | — | | | | | | 5,030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert L. Alloway
|
| | | | 27,940 | | | | | | — | | | | | | 27,940 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert S. Frost
|
| | | | 24,442 | | | | | | — | | | | | | 24,442 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert Tyler King*
|
| | | | 10,531 | | | | | | 4,394 | | | | | | 10,531 | | | | | | 4,394 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robin Smith
|
| | | | 103,965 | | | | | | — | | | | | | 103,965 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ronald Stepanovic
|
| | | | 39,634 | | | | | | — | | | | | | 39,634 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
ROTH IRA FBO Edward M. Giles*(70)
|
| | | | 167,645 | | | | | | — | | | | | | 167,645 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
ROTH IRA FBO George F. Wood(71)
|
| | | | 40,910 | | | | | | — | | | | | | 40,910 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ryan Schnepf
|
| | | | 33,326 | | | | | | 3,487 | | | | | | 33,326 | | | | | | 3,487 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Samir Haikal
|
| | | | 30,881 | | | | | | — | | | | | | 30,881 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Samuel Staggers*
|
| | | | 61,562 | | | | | | — | | | | | | 61,562 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Samuels 2012 Children’s Trust(72)
|
| | | | 50,506 | | | | | | — | | | | | | 50,506 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scherlis Family LLC(73)
|
| | | | 109,605 | | | | | | — | | | | | | 99,605 | | | | | | — | | | | | | 10,000 | | | | | | ** | | | | | | — | | | | | | — | | |
Scott Dols
|
| | | | 168,851 | | | | | | — | | | | | | 168,851 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name of Selling
Securityholder |
| |
Shares of
Class A Common Stock Beneficially Owned Prior to Offering |
| |
Private
Placement Warrants Beneficially Owned Prior to Offering |
| |
Number of
Shares of Class A Common Stock Being Offered(1) |
| |
Number of
Private Placement Warrants Being Offered |
| |
Shares of Class A
Common Stock Beneficially Owned After the Offered Shares of Class A Common Stock Are Sold |
| |
Private
Placement Warrants Beneficially Owned After the Offered Private Placement Warrants Are Sold |
| ||||||||||||||||||||||||||||||
|
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||||||||||||||||||||||
Seth A. Zimmerman
|
| | | | 377 | | | | | | 144 | | | | | | 377 | | | | | | 144 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
SFL SPV I LLC*(8)
|
| | | | 81,818 | | | | | | — | | | | | | 81,818 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Solfin Corporation*(74)
|
| | | | 27,940 | | | | | | — | | | | | | 27,940 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
SP SPAC IV LLC(75)
|
| | | | 114,796 | | | | | | 43,883 | | | | | | 114,796 | | | | | | 43,883 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stephen Baksa
|
| | | | 603,857 | | | | | | — | | | | | | 603,857 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stephen Drees
|
| | | | 65,928 | | | | | | — | | | | | | 65,928 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steven Hash(76)
|
| | | | 88,357 | | | | | | — | | | | | | 88,357 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stephen J. Schaefer(77)
|
| | | | 757,606 | | | | | | — | | | | | | 555,854 | | | | | | — | | | | | | 201,752 | | | | | | ** | | | | | | — | | | | | | — | | |
Stephen Maffei*
|
| | | | 13,970 | | | | | | — | | | | | | 13,970 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stephen S. Burns, as Trustee of The Stephen S. Burns 2020 Annuity Trust*(78)
|
| | | | 13,906,553 | | | | | | — | | | | | | 13,906,553 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stephen S. Burns*(79)
|
| | | | 46,351,745 | | | | | | — | | | | | | 32,445,192 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steven Berkowitz*
|
| | | | 70,148 | | | | | | — | | | | | | 70,148 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steven Struhl
|
| | | | 31,940 | | | | | | — | | | | | | 13,970 | | | | | | — | | | | | | 17,970 | | | | | | ** | | | | | | — | | | | | | — | | |
Superius Securities Group Inc. Profit Sharing Plan*(80)
|
| | | | 50,239 | | | | | | — | | | | | | 50,239 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ted Cooper*
|
| | | | 118,270 | | | | | | — | | | | | | 88,770 | | | | | | — | | | | | | 29,500 | | | | | | ** | | | | | | — | | | | | | — | | |
Thaddeus M. Bort(81)
|
| | | | 11,151 | | | | | | — | | | | | | 10,101 | | | | | | — | | | | | | 1,050 | | | | | | ** | | | | | | — | | | | | | — | | |
The Monte R. Black Trust
AGM DTD 9/17/2008 As Amended*(82) |
| | | | 107,176 | | | | | | — | | | | | | 104,626 | | | | | | — | | | | | | 2,550 | | | | | | ** | | | | | | — | | | | | | — | | |
Thomas Canepa(83)
|
| | | | 538,752 | | | | | | — | | | | | | 13,970 | | | | | | — | | | | | | 524,782 | | | | | | ** | | | | | | — | | | | | | — | | |
Thomas T. George
|
| | | | 27,376 | | | | | | — | | | | | | 27,376 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Thomas Wolfe
|
| | | | 57,125 | | | | | | — | | | | | | 56,512 | | | | | | — | | | | | | 613 | | | | | | ** | | | | | | — | | | | | | — | | |
Troutman Family LP(84)
|
| | | | 12,626 | | | | | | — | | | | | | 12,626 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Variable Insurance Products Fund III: Growth Opportunities Portfolio*(28)
|
| | | | 130,761 | | | | | | — | | | | | | 130,761 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vark Investments LLC
|
| | | | 1,278,134 | | | | | | 16,918 | | | | | | 1,278,134 | | | | | | 16,918 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vincent & Thomas Iannelli
TEN COM |
| | | | 48,430 | | | | | | — | | | | | | 48,430 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Walter J. Rokicki(85)
|
| | | | 4,080 | | | | | | — | | | | | | 3,030 | | | | | | — | | | | | | 1,050 | | | | | | ** | | | | | | — | | | | | | — | | |
Walter K. Giles*
|
| | | | 7,576 | | | | | | — | | | | | | 7,576 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
William B. Summers Jr.*
|
| | | | 55,881 | | | | | | — | | | | | | 55,881 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
William L. Davis*
|
| | | | 84,603 | | | | | | — | | | | | | 82,603 | | | | | | — | | | | | | 2,000 | | | | | | ** | | | | | | — | | | | | | — | | |
Name of Selling
Securityholder |
| |
Shares of
Class A Common Stock Beneficially Owned Prior to Offering |
| |
Private
Placement Warrants Beneficially Owned Prior to Offering |
| |
Number of
Shares of Class A Common Stock Being Offered(1) |
| |
Number of
Private Placement Warrants Being Offered |
| |
Shares of Class A
Common Stock Beneficially Owned After the Offered Shares of Class A Common Stock Are Sold |
| |
Private
Placement Warrants Beneficially Owned After the Offered Private Placement Warrants Are Sold |
| ||||||||||||||||||||||||||||||
|
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||||||||||||||||||||||
William Morachnick*
|
| | | | 32,990 | | | | | | — | | | | | | 32,990 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Workhorse Group
Inc.* |
| | | | 16,478,402 | | | | | | — | | | | | | 16,478,402 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Zachary L. Ring
|
| | | | 941 | | | | | | 360 | | | | | | 941 | | | | | | 360 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Zachary M. Guy
|
| | | | 82,078 | | | | | | 34,691 | | | | | | 82,078 | | | | | | 34,691 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Zuo Xiang
|
| | | | 35,354 | | | | | | — | | | | | | 35,354 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
TOTAL:
|
| | | | 138,338,170 | | | | | | 2,306,418 | | | | | | 121,521,293 | | | | | | 2,306,418 | | | | | | 2,707,391 | | | | | | 1.52% | | | | | | — | | | | | | — | | |
|
Redemption Date
(period to expiration of Warrants) |
| |
Fair Market Value of Class A Common Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
$10.00
|
| |
$11.00
|
| |
$12.00
|
| |
$13.00
|
| |
$14.00
|
| |
$15.00
|
| |
$16.00
|
| |
$17.00
|
| |
$18.00
|
| |||||||||||||||||||||||||||||
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.365 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.365 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.365 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.365 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.365 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.364 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.364 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.364 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.364 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.364 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.364 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.364 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.364 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.363 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.363 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.363 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.362 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.362 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
| For the Three Months Ended March 31, 2021 and 2020 | | | | | | | |
| Unaudited Condensed Consolidated Financial Statements | | | | | | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
|
For the Year Ended December 31, 2020 and For the Period from April 30, 2019 through December 2019 (As Restated for the year ended December 31, 2020)
|
| | | | | | |
| Audited Consolidated Financial Statements | | | | | | | |
| | | | | F-16 | | | |
| | | | | F-18 | | | |
| | | | | F-19 | | | |
| | | | | F-20 | | | |
| | | | | F-21 | | | |
| | | | | F-22 | | |
| | |
March 31,
2021 |
| |
Restated
December 31, 2020 |
| ||||||
ASSETS:
|
| | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 587,043 | | | | | $ | 629,761 | | |
Accounts receivable
|
| | | | 5 | | | | | | 21 | | |
Prepaid expenses and other current assets
|
| | | | 25,989 | | | | | | 24,663 | | |
Total current assets
|
| | | $ | 613,037 | | | | | $ | 654,445 | | |
Property, plant and equipment
|
| | | | 154,934 | | | | | | 101,663 | | |
Intangible assets
|
| | | | 11,111 | | | | | | 11,111 | | |
Total Assets
|
| | | $ | 779,082 | | | | | $ | 767,219 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY:
|
| | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 58,961 | | | | | $ | 32,536 | | |
Accrued and other current liabilities
|
| | | | 8,041 | | | | | | 1,538 | | |
Total current liabilities
|
| | | $ | 67,002 | | | | | $ | 34,074 | | |
Note payable
|
| | | | 1,015 | | | | | | 1,015 | | |
Warrant liability
|
| | | | 7,750 | | | | | | 101,392 | | |
Total liabilities
|
| | | $ | 75,767 | | | | | $ | 136,481 | | |
Stockholders’ equity | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value, 300,000,000 shares authorized;
176,579,376 and 168,007,960 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively |
| | | $ | 18 | | | | | $ | 17 | | |
Additional paid in capital
|
| | | | 962,949 | | | | | | 765,162 | | |
Accumulated deficit
|
| | | | (259,652) | | | | | | (134,441) | | |
Total stockholders’ equity
|
| | | $ | 703,315 | | | | | $ | 630,738 | | |
Total liabilities and stockholder’s equity
|
| | | $ | 779,082 | | | | | $ | 767,219 | | |
| | |
Three months
ended March 31, 2021 |
| |
Three months
ended March 31, 2020 |
| ||||||
Net sales
|
| | | $ | — | | | | | $ | — | | |
Operating expenses | | | | | | | | | | | | | |
Selling and administrative expenses
|
| | | | 14,394 | | | | | | 3,522 | | |
Research and development expenses
|
| | | | 91,812 | | | | | | 8,468 | | |
Total operating expenses
|
| | | $ | 106,206 | | | | | $ | 11,990 | | |
Loss from operations
|
| | | $ | (106,206) | | | | | $ | (11,990) | | |
Other (expense) income | | | | | | | | | | | | | |
Other (expense) income
|
| | | | (19,132) | | | | | | 126 | | |
Interest income (expense)
|
| | | | 127 | | | | | | (1) | | |
Loss before income taxes
|
| | | $ | (125,211) | | | | | $ | (11,865) | | |
Income tax expense
|
| | | | — | | | | | | — | | |
Net loss
|
| | | $ | (125,211) | | | | | $ | (11,865) | | |
Loss per share attributable to common shareholders | | | | | | | | | | | | | |
Basic & Diluted
|
| | | $ | (0.72) | | | | | $ | (0.16) | | |
Weighted-average number of common shares outstanding | | | | | | | | | | | | | |
Basic & Diluted
|
| | | | 174,325 | | | | | | 71,911 | | |
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance at December 31, 2019
|
| | | | 68,279 | | | | | | 7 | | | | | | 18,940 | | | | | | (10,391) | | | | | | 8,556 | | |
Issuance of common stock
|
| | | | 4,701 | | | | | | 1 | | | | | | 6,403 | | | | | | — | | | | | | 6,404 | | |
Stock compensation
|
| | | | — | | | | | | — | | | | | | 130 | | | | | | — | | | | | | 130 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (11,865) | | | | | | (11,865) | | |
Balance at March 31, 2020
|
| | | | 72,980 | | | | | | 8 | | | | | | 25,473 | | | | | | (22,256) | | | | | | 3,225 | | |
Balance at December 31, 2020 – Restated
|
| | | | 168,008 | | | | | $ | 17 | | | | | $ | 765,162 | | | | | $ | (134,441) | | | | | $ | 630,738 | | |
Issuance of common stock
|
| | | | 587 | | | | | | — | | | | | | 1,050 | | | | | | — | | | | | | 1,050 | | |
Common stock issued for exercise of
warrants |
| | | | 7,984 | | | | | | 1 | | | | | | 194,797 | | | | | | — | | | | | | 194,798 | | |
Stock compensation
|
| | | | | | | | | | — | | | | | | 1,940 | | | | | | — | | | | | | 1,940 | | |
Net loss
|
| | | | | | | | | | — | | | | | | — | | | | | | (125,211) | | | | | | (125,211) | | |
Balance at March 31, 2021
|
| | | | 176,579 | | | | | $ | 18 | | | | | $ | 962,949 | | | | | $ | (259,652) | | | | | $ | 703,315 | | |
| | |
Three months
ended March 31, 2021 |
| |
Three months
ended March 31, 2020 |
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (125,211) | | | | | $ | (11,865) | | |
Adjustments to reconcile net loss to cash used by operating activities:
|
| | | | | | | | | | | | |
Stock-based compensation
|
| | | | 1,940 | | | | | | 130 | | |
Non-cash charge related to change in fair value of warrants
|
| | | | 19,138 | | | | | | — | | |
Changes in assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivables
|
| | | | 16 | | | | | | — | | |
Prepaid expenses
|
| | | | (1,325) | | | | | | (55) | | |
Accounts payable
|
| | | | 27,418 | | | | | | 3,944 | | |
Accrued expenses and due to related party
|
| | | | 6,504 | | | | | | (9) | | |
Cash used by operating activities
|
| | | $ | (71,520) | | | | | $ | (7,855) | | |
Cash flows from investing activities | | | | | | | | | | | | | |
Purchases of capital assets
|
| | | $ | (54,264) | | | | | $ | — | | |
Cash used by investing activities
|
| | | $ | (54,264) | | | | | $ | — | | |
Cash flows from financing activities | | | | | | | | | | | | | |
Cash proceeds from exercise of warrants
|
| | | $ | 82,016 | | | | | $ | — | | |
Issuance of common stock
|
| | | | 1,050 | | | | | | 6,125 | | |
Cash provided by financing activities
|
| | | $ | 83,066 | | | | | $ | 6,125 | | |
Decrease in cash and cash equivalents
|
| | | $ | (42,718) | | | | | $ | (1,730) | | |
Cash and cash equivalents, beginning balance
|
| | | | 629,761 | | | | | | 2,159 | | |
Cash and cash equivalents, ending balance
|
| | | $ | 587,043 | | | | | $ | 429 | | |
Non cash items | | | | | | | | | | | | | |
Capital assets acquired with payables
|
| | | $ | 4,599 | | | | | $ | — | | |
| | |
Three months ended
March 31, 2021 |
| |||
Public Warrants
|
| | | $ | (27,180) | | |
Private Warrants
|
| | | | 8,042 | | |
Net loss on changes in fair value
|
| | | $ | (19,138) | | |
| | |
Total
|
| |
Quoted prices in
active markets (Level 1) |
| |
Prices with
observable inputs (Level 2) |
| |
Prices with
unobservable inputs (Level 3) |
| ||||||||||||
March 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 587,043 | | | | | $ | 587,043 | | | | | $ | — | | | | | $ | — | | |
Public Warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Private Warrants
|
| | | | 7,750 | | | | | | — | | | | | | — | | | | | | 7,750 | | |
| | |
Total
|
| |
Quoted prices in
active markets (Level 1) |
| |
Prices with
observable inputs (Level 2) |
| |
Prices with
unobservable inputs (Level 3) |
| ||||||||||||
December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 629,761 | | | | | $ | 629,761 | | | | | $ | — | | | | | $ | — | | |
Public Warrants
|
| | | | 57,515 | | | | | | 57,515 | | | | | | — | | | | | | — | | |
Private Warrants
|
| | | | 43,877 | | | | | | — | | | | | | — | | | | | | 43,877 | | |
| | |
Balance at
December 31, 2020 |
| |
Additions
|
| |
Settlements
|
| |
Loss/(Gain) on fair
value adjustments included in earnings |
| |
Balance at
March 31, 2021 |
| |||||||||||||||
Private Warrants
|
| | | $ | 43,877 | | | | | | — | | | | | | (28,085) | | | | | | (8,042) | | | | | $ | 7,750 | | |
| | |
March 31, 2021
|
| |
December 31, 2020
|
| ||||||
Property, Plant & Equipment | | | | | | | | | | | | | |
Land
|
| | | $ | 326 | | | | | $ | 326 | | |
Buildings
|
| | | | 6,223 | | | | | | 6,223 | | |
Machinery and equipment
|
| | | | 38,443 | | | | | | 38,443 | | |
Vehicles
|
| | | | 142 | | | | | | 142 | | |
Construction in progress
|
| | | | 109,800 | | | | | | 56,529 | | |
| | | | $ | 154,934 | | | | | $ | 101,663 | | |
Less: Accumulated depreciation
|
| | | | — | | | | | | — | | |
Total
|
| | | $ | 154,934 | | | | | $ | 101,663 | | |
| | |
Three months ended
March 31, 2021 |
| |
Three months ended
March 31, 2020 |
| ||||||
Basic and diluted weighted average shares outstanding
|
| | | | 174,325 | | | | | | 71,911 | | |
| | |
Restated
December 31, 2020 |
| |
December 31, 2019
|
| ||||||
ASSETS:
|
| | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 629,761 | | | | | $ | 2,159 | | |
Accounts receivable
|
| | | | 21 | | | | | | — | | |
Prepaid expenses and other current assets
|
| | | | 24,663 | | | | | | — | | |
Total current assets
|
| | | $ | 654,445 | | | | | $ | 2,159 | | |
Property, plant and equipment
|
| | | | 101,663 | | | | | | 20,276 | | |
Intangible assets
|
| | | | 11,111 | | | | | | 11,111 | | |
Total Assets
|
| | | $ | 767,219 | | | | | $ | 33,546 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY:
|
| | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 32,536 | | | | | $ | 1,802 | | |
Accrued and other current liabilities
|
| | | | 1,538 | | | | | | 415 | | |
Due to related party
|
| | | | — | | | | | | 2,631 | | |
Related party notes payable
|
| | | | — | | | | | | 20,142 | | |
Total current liabilities
|
| | | $ | 34,074 | | | | | $ | 24,990 | | |
Note payable
|
| | | | 1,015 | | | | | | — | | |
Warrant Liability
|
| | | | 101,392 | | | | | | — | | |
Total liabilities
|
| | | $ | 136,481 | | | | | $ | 24,990 | | |
Stockholders’ equity | | | | | | | | | | | | | |
Common stock, $0.0001 par value, 300,000,000 shares authorized; 168,007,960 and 68,279,182 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively
|
| | | $ | 17 | | | | | $ | 7 | | |
Additional paid in capital
|
| | | | 765,162 | | | | | | 18,940 | | |
Accumulated deficit
|
| | | | (134,441) | | | | | | (10,391) | | |
Total stockholders’ equity
|
| | | $ | 630,738 | | | | | $ | 8,556 | | |
Total liabilities and stockholder’s equity
|
| | | $ | 767,219 | | | | | $ | 33,546 | | |
| | |
Restated
Year ended December 31, 2020 |
| |
For the period
from April 30, 2019 to December 31, 2019 |
| ||||||
Net sales
|
| | | $ | — | | | | | $ | — | | |
Operating expenses | | | | | | | | | | | | | |
Selling and administrative expenses
|
| | | | 28,787 | | | | | | 4,526 | | |
Research and development expenses
|
| | | | 73,694 | | | | | | 5,865 | | |
Total operating expenses
|
| | | $ | 102,481 | | | | | $ | 10,391 | | |
Loss from operations
|
| | | $ | (102,481) | | | | | $ | (10,391) | | |
Other (expense) income
|
| | | | | | | | | | | | |
Other expense, net
|
| | | | (20,866) | | | | | | — | | |
Interest expense
|
| | | | (703) | | | | | | — | | |
Loss before income taxes
|
| | | $ | (124,050) | | | | | $ | (10,391) | | |
Income tax expense
|
| | | | — | | | | | | — | | |
Net loss
|
| | | $ | (124,050) | | | | | $ | (10,391) | | |
Loss per share attributable to common shareholders | | | | | | | | | | | | | |
Basic & Diluted
|
| | | $ | (1.28) | | | | | $ | (0.15) | | |
Weighted-average number of common shares outstanding | | | | | | | | | | | | | |
Basic & Diluted
|
| | | | 96,716 | | | | | | 68,279 | | |
| | |
Common Stock
|
| |
Restated
Additional Paid-In Capital |
| |
Restated
Accumulated Deficit |
| |
Restated
Total Stockholders’ Equity |
| | ||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | ||||||||||||||||||||||||||
Inception at April 30, 2019
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | ||
Issuance of common stock
|
| | | | 68,279 | | | | | | 7 | | | | | | 18,598 | | | | | | — | | | | | | 18,605 | | | | ||
Stock compensation
|
| | | | | | | | | | — | | | | | | 342 | | | | | | — | | | | | | 342 | | | | | |
Net loss
|
| | | | | | | | | | — | | | | | | — | | | | | | (10,391) | | | | | | (10,391) | | | | | |
Balance at December 31, 2019
|
| | | | 68,279 | | | | | $ | 7 | | | | | $ | 18,940 | | | | | $ | (10,391) | | | | | $ | 8,556 | | | | ||
Issuance of common stock
|
| | | | 8,652 | | | | | | 2 | | | | | | 6,437 | | | | | | — | | | | | | 6,439 | | | | ||
Common stock issued for conversion of notes payable
|
| | | | 4,032 | | | | | | 0 | | | | | | 38,725 | | | | | | — | | | | | | 38,725 | | | | ||
Common stock issued for exercise of warrants
|
| | | | 2,669 | | | | | | — | | | | | | 53,724 | | | | | | — | | | | | | 53,724 | | | | ||
Common stock issued in recapitalization, net of redemptions and transaction costs
|
| | | | 84,376 | | | | | | 8 | | | | | | 644,581 | | | | | | — | | | | | | 644,589 | | | | ||
Stock compensation
|
| | | | | | | | | | — | | | | | | 2,755 | | | | | | — | | | | | | 2,755 | | | | ||
Net loss
|
| | | | | | | | | | — | | | | | | — | | | | | | (124,050) | | | | | | (124,050) | | | | | |
Balance at December 31, 2020
|
| | | | 168,008 | | | | | $ | 17 | | | | | $ | 765,162 | | | | | $ | (134,441) | | | | | $ | 630,738 | | | |
| | |
Restated
Year ended December 31, 2020 |
| |
For the period from
April 30, 2019 to December 31, 2019 |
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (124,050) | | | | | $ | (10,391) | | |
Adjustments to reconcile net loss to cash used by operating activities:
|
| | | | | | | | | | | | |
Stock-based compensation
|
| | | | 2,755 | | | | | | 342 | | |
Gain on disposal of fixed assets
|
| | | | (2,346) | | | | | | — | | |
Non-cash change in fair value related to warrants
|
| | | | 23,493 | | | | | | — | | |
Changes in assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivables
|
| | | | (21) | | | | | | — | | |
Prepaid expenses
|
| | | | (24,663) | | | | | | — | | |
Accounts payable
|
| | | | 25,767 | | | | | | 1,801 | | |
Accrued expenses and due to related party
|
| | | | (531) | | | | | | 3,046 | | |
Cash used by operating activities
|
| | | $ | (99,596) | | | | | $ | (5,202) | | |
Cash flows from investing activities
|
| | | $ | | | | | $ | | | ||
Purchases of capital assets
|
| | | | (52,645) | | | | | | (133) | | |
Proceeds from the sale of capital assets
|
| | | | 2,396 | | | | | | — | | |
Cash used by investing activities
|
| | | $ | (50,249) | | | | | $ | (133) | | |
Cash flows from financing activities
|
| | | $ | | | | | $ | | | ||
Proceeds from notes payable
|
| | | | 38,796 | | | | | | — | | |
Cash received in recapitalization, net of transaction costs
|
| | | | 701,520 | | | | | | — | | |
Cash proceeds from exercise of warrants
|
| | | | 30,692 | | | | | | — | | |
Issuance of common stock
|
| | | | 6,439 | | | | | | 7,494 | | |
Cash provided by financing activities
|
| | | $ | 777,447 | | | | | $ | 7,494 | | |
Increase in cash and cash equivalents
|
| | | $ | 627,602 | | | | | $ | 2,159 | | |
Cash and cash equivalents, beginning balance
|
| | | | 2,159 | | | | | | — | | |
Cash and cash equivalents, ending balance
|
| | | $ | 629,761 | | | | | $ | 2,159 | | |
Non cash items | | | | | | | | | | | | | |
Conversion of notes payable to equity
|
| | | $ | 38,725 | | | | | $ | — | | |
Capital assets acquired with payables
|
| | | $ | 5,592 | | | | | $ | 20,142 | | |
Capital assets exchanged for equity
|
| | | $ | 23,200 | | | | | $ | — | | |
Common stock issued in exchange for intangible assets
|
| | | $ | — | | | | | $ | 11,111 | | |
Consolidated Balance Sheet
|
| |
Originally Reported
|
| |
Adjustments
|
| |
Restated
|
| |||||||||
Warrant Liability
|
| | | $ | — | | | | | $ | 101,392 | | | | | $ | 101,392 | | |
Total liabilities
|
| | | | 35,089 | | | | | | 101,392 | | | | | | 136,481 | | |
Additional paid in capital
|
| | | | 843,061 | | | | | | (77,899) | | | | | | 765,162 | | |
Accumulated deficit
|
| | | | (110,948) | | | | | | (23,493) | | | | | | (134,441) | | |
Total stockholders’ equity
|
| | | | 732,130 | | | | | | (101,392) | | | | | | 630,738 | | |
Consolidated Statement of Operations | | | | | | | | | | | | | | | | | | | |
Other expense, net
|
| | | | 2,627 | | | | | | (23,493) | | | | | | (20,866) | | |
Loss before income taxes
|
| | | | (100,557) | | | | | | (23,493) | | | | | | (124,050) | | |
Net loss
|
| | | | (100,557) | | | | | | (23,493) | | | | | | (124,050) | | |
Loss per share attributable to common shareholders
|
| | | | | | | | | | | | | | | | | | |
Basic & Diluted
|
| | | | (1.04) | | | | | | (0.24) | | | | | | (1.28) | | |
Consolidated Statement of Stockholders’ Equity | | | | | | | | | | | | | | | | | | | |
Common stock issued for exercise of warrants
|
| | | | 30,692 | | | | | | 23,032 | | | | | | 53,724 | | |
Common stock issued in recapitalization,
net of redemptions and transaction costs |
| | | | 745,512 | | | | | | (100,931) | | | | | | 644,581 | | |
Net loss
|
| | | | (100,557) | | | | | | (23,493) | | | | | | (124,050) | | |
Additional Paid-In Capital — Balance at December 31, 2020
|
| | | | 843,061 | | | | | | (77,899) | | | | | | 765,162 | | |
Accumulated Deficit — Balance at December 31, 2020
|
| | | | (110,948) | | | | | | (23,493) | | | | | | (134,441) | | |
Total Stockholders’ Equity
|
| | | | 732,130 | | | | | | (101,392) | | | | | | 630,738 | | |
Statement of Cashflows | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | | (100,557) | | | | | | (23,493) | | | | | | (124,050) | | |
Non-cash change in fair value related to warrants
|
| | | | — | | | | | | 23,493 | | | | | | 23,493 | | |
Prepaid expenses
|
| | | | (17,367) | | | | | | (7,296) | | | | | | (24,663) | | |
Accounts payable
|
| | | | 31,360 | | | | | | (5,593) | | | | | | 25,767 | | |
Accrued expenses and due to related party
|
| | | | 21,856 | | | | | | (22,387) | | | | | | (531) | | |
Cash used by operating activities
|
| | | | (64,320) | | | | | | (35,276) | | | | | | (99,596) | | |
Purchases of capital assets
|
| | | | (58,237) | | | | | | 5,592 | | | | | | (52,645) | | |
Cash used by investing activities
|
| | | | (55,841) | | | | | | 5,592 | | | | | | (50,249) | | |
Cash received in recapitalization, net of transaction costs
|
| | | | 671,836 | | | | | | 29,684 | | | | | | 701,520 | | |
Cash provided by financing activities
|
| | | | 747,763 | | | | | | 29,684 | | | | | | 777,447 | | |
Capital assets acquired with payables
|
| | | | — | | | | | | 5,592 | | | | | | 5,592 | | |
| | |
Year ended
December 31, 2020 |
| |||
Public Warrants
|
| | | $ | (17,920) | | |
Private Warrants
|
| | | | (5,573) | | |
Net loss on changes in fair value
|
| | | $ | (23,493) | | |
| | |
Total
|
| |
Quoted prices in
active markets (Level 1) |
| |
Prices with
observable inputs (Level 2) |
| |
Prices with
unobservable inputs (Level 3) |
| ||||||||||||
December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 2,159 | | | | | $ | 2,159 | | | | | $ | — | | | | | $ | — | | |
| | |
Total
|
| |
Quoted prices in
active markets (Level 1) |
| |
Prices with
observable inputs (Level 2) |
| |
Prices with
unobservable inputs (Level 3) |
| ||||||||||||
December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 629,761 | | | | | $ | 629,761 | | | | | $ | — | | | | | $ | — | | |
Public Warrants
|
| | | | 57,515 | | | | | | 57,515 | | | | | | — | | | | | | — | | |
Private Warrants
|
| | | | 43,877 | | | | | | — | | | | | | — | | | | | | 43,877 | | |
| | |
Balance at
December 31, 2019 |
| |
Additions
|
| |
Settlements
|
| |
Loss / (Gain) on fair
value adjustments included in earnings |
| |
Balance at
December 31, 2020 |
| |||||||||||||||
Private Warrants
|
| | | $ | — | | | | | | 38,304 | | | | | | — | | | | | | 5,573 | | | | | $ | 43,877 | | |
| | |
2020
|
| |
2019
|
| ||||||
Property, Plant & Equipment | | | | | | | | | | | | | |
Land
|
| | | $ | 326 | | | | | $ | — | | |
Buildings
|
| | | | 6,223 | | | | | | — | | |
Machinery and equipment
|
| | | | 38,443 | | | | | | — | | |
Vehicles
|
| | | | 142 | | | | | | — | | |
Construction in progress
|
| | | | 56,529 | | | | | | 20,276 | | |
| | | | $ | 101,663 | | | | | $ | 20,276 | | |
Less: Accumulated depreciation
|
| | | | — | | | | | | — | | |
Total
|
| | | $ | 101,663 | | | | | $ | 20,276 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Risk-free interest rate
|
| | | | 1.59% | | | | | | 1.73-1.93% | | |
Expected term (life) of options (in years)
|
| | | | 10.0 | | | | | | 10.0 | | |
Expected dividends
|
| | | | —% | | | | | | —% | | |
Expected volatility
|
| | | | 50% | | | | | | 50% | | |
| | |
Number of
Options |
| |
Weighted Average
Grant Date Fair Value per Option |
| |
Weighted Average
Exercise Price |
| |
Weighted Average
Remaining Contractual Term (Years) |
| ||||||||||||
Outstanding, April 30, 2019
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | | — | | |
Granted
|
| | | | 4,436 | | | | | | 1.09 | | | | | | | | | | | | | | |
Exercised
|
| | | | — | | | | | | — | | | | | | | | | | | | | | |
Forfeited
|
| | | | (84) | | | | | | 1.09 | | | | | | | | | | | | | | |
Expired
|
| | | | — | | | | | | — | | | | | | | | | | | | | | |
Outstanding, December 31, 2019
|
| | | | 4,352 | | | | | $ | 1.09 | | | | | $ | 1.79 | | | | | | 8.9 | | |
Granted
|
| | | | 1,021 | | | | | | 1.08 | | | | | | | | | | | | | | |
Exercised
|
| | | | — | | | | | | — | | | | | | | | | | | | | | |
Forfeited
|
| | | | — | | | | | | — | | | | | | | | | | | | | | |
Expired
|
| | | | — | | | | | | — | | | | | | | | | | | | | | |
Outstanding, December 31, 2020
|
| | | | 5,373 | | | | | $ | 1.09 | | | | | $ | 1.79 | | | | | | 9.0 | | |
| | |
For the year ended
December 31, 2020 |
| |
For the period
from April 30, 2019 to December 31, 2019 |
| ||||||
Basic and diluted weighted average shares outstanding
|
| | | | 96,716 | | | | | | 68,279 | | |
| | |
2020
|
| |
Rate
|
| |
2019
|
| |
Rate
|
| ||||||||||||
Federal tax benefit as statutory rates — restated
|
| | | $ | (26,050) | | | | | | (21.0)% | | | | | $ | (2,182) | | | | | | (21.0)% | | |
Stock based compensation
|
| | | | 192 | | | | | | 0.2 | | | | | | 21 | | | | | | 0.2 | | |
Other permanent differences
|
| | | | 32 | | | | | | — | | | | | | 1 | | | | | | — | | |
Change in valuation allowance — restated
|
| | | | 25,826 | | | | | | 20.8 | | | | | | 2,160 | | | | | | 20.8 | | |
Total tax benefit
|
| | | $ | — | | | | | | —% | | | | | $ | — | | | | | | —% | | |
| | |
2020
|
| |
2019
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Non-qualified stock options
|
| | | $ | 436 | | | | | $ | 50 | | |
Net operating losses
|
| | | | 27,550 | | | | | | 2,110 | | |
Total deferred tax assets
|
| | | | 27,986 | | | | | | 2,160 | | |
Valuation allowance
|
| | | | (27,986) | | | | | | (2,160) | | |
Total deferred tax assets, net of valuation allowance
|
| | | $ | — | | | | | $ | — | | |
| | |
Operating Leases
|
| |||
2021
|
| | | | 892 | | |
2022
|
| | | | 919 | | |
2023
|
| | | | 942 | | |
2024
|
| | | | 956 | | |
2025
|
| | | | 974 | | |
Thereafter
|
| | | | 1,003 | | |
Total minimum lease payments
|
| | | $ | 5,686 | | |
| | |
Amount
|
| |||
SEC registration fee
|
| | | $ | 281,765 | | |
Legal fees and expenses
|
| | | | * | | |
Accounting fees and expenses
|
| | | | * | | |
Miscellaneous
|
| | | | * | | |
Total
|
| | | $ | * | | |
| | | | LORDSTOWN MOTORS CORP. | |
| | | |
/s/ Stephen S. Burns
Name: Stephen S. Burns
Title: Chief Executive Officer and Chairman |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Stephen S. Burns
Stephen S. Burns
|
| |
Chief Executive Officer and Chairman
(Principal Executive Officer) |
| | June 10, 2021 | |
|
/s/ Julio Rodriguez
Julio Rodriguez
|
| |
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
| | June 10, 2021 | |
|
*
David T. Hamamoto
|
| | Director | | | June 10, 2021 | |
|
*
Keith Feldman
|
| | Director | | | June 10, 2021 | |
|
*
Jane Reiss
|
| | Director | | | June 10, 2021 | |
|
*
Dale Spencer
|
| | Director | | | June 10, 2021 | |
|
*
Michael Gates
|
| | Director | | | June 10, 2021 | |
|
*
Mick Kowitz
|
| | Director | | | June 10, 2021 | |
|
*
Angela Strand
|
| | Director | | | June 10, 2021 | |
|
*
Martin J. Rucidlo
|
| | Director | | | June 10, 2021 | |
|
*By:
/s/ Thomas V. Canepa
Thomas V. Canepa
Attorney-in-fact |
|
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Lordstown Motors Corp.:
We consent to the use of our report dated March 24, 2021, except for Notes 1, 2, 3, 4 and 13 as to which the date is June 8, 2021, included herein and to the reference to our firm under the heading “Experts” in the prospectus.
Our report dated March 24, 2021, except for Notes 1, 2, 3, 4 and 13 as to which the date is June 8, 2021, contains explanatory paragraphs that refer to a correction of misstatements and states that the Company does not have sufficient liquidity to fund commercial scale production and the launch of sale of its electric vehicles which raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ KPMG LLP
New York, New York
June 9, 2021
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”) of Lordstown Motors Corp. (the “Company”) of our report dated August 24, 2020, with respect to the financial statements of the Company which appear in the Registration Statement, and to all references to our Firm included in this Registration Statement.
/s/ Clark, Schaefer, Hackett & Co.
Cincinnati, Ohio
June 9, 2021
Document and Entity Information |
3 Months Ended |
---|---|
Mar. 31, 2021 | |
Document and Entity Information [Abstract] | |
Document Type | POS AM |
Entity Registrant Name | Lordstown Motors Corp. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001759546 |
Amendment Flag | false |
Balance Sheets (Parenthetical) - $ / shares |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Jun. 30, 2019 |
Apr. 30, 2019 |
---|---|---|---|---|---|
Balance Sheets | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common stock, shares issued | 176,579,376 | 168,007,960 | 68,279,182 | ||
Common stock, shares outstanding | 176,579,376 | 168,007,960 | 68,279,182 |
Statements of Operations - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | 8 Months Ended | 12 Months Ended | |
---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2020 |
|
Operating expenses | ||||
Selling and administrative expenses | $ 14,394 | $ 3,522 | $ 4,526 | $ 28,787 |
Research and development expenses | 91,812 | 8,468 | 5,865 | 73,694 |
Total operating expenses | 106,206 | 11,990 | 10,391 | 102,481 |
Loss from operations | (106,206) | (11,990) | (10,391) | (102,481) |
Other income (expense) | ||||
Other expense | (19,132) | 126 | (20,866) | |
Interest income (expense) | 127 | (1) | (703) | |
Loss before income taxes | (125,211) | (11,865) | (10,391) | (124,050) |
Income tax expense | 0 | |||
Net loss | $ (125,211) | $ (11,865) | $ (10,391) | $ (124,050) |
Loss per share attributable to common shareholders | ||||
Basic & Diluted (in dollars per share) | $ (0.72) | $ (0.16) | $ (0.15) | $ (1.28) |
Weighted average number of common shares outstanding | ||||
Basic & Diluted (in shares) | 174,325 | 71,911 | 68,279 | 96,716 |
ORGANIZATION AND DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION |
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
|
ORGANIZATION AND DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Lordstown Description of Business Lordstown Motors Corp., a Delaware corporation (“Lordstown” or the “Company”), is an automotive company with the goal of becoming an original equipment manufacturer (OEM) of electrically powered pickup trucks and vehicles for fleet customers in pursuit of accelerating the sustainable future and setting new standards in the industry. The Company is in its initial design and testing phase related to its production of the Endurance pickup truck and has yet to bring a completed product to market. Business Combination and Basis of Presentation The unaudited condensed consolidated interim financial statements of Lordstown have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to these rules and regulations. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in our Form 10-K/A. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments necessary for a fair presentation of our interim financial results. All such adjustments are of a normal and recurring nature. The results of operations for any interim period are not indicative of results for the full fiscal year. The accompanying unaudited condensed consolidated interim financial statements include our accounts and those of our controlled subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the financial statements and the amounts of expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. The condensed consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation. Certain amounts in the prior years’ balance sheet, consolidated statements of changes in stockholders’ equity and statements of cash flows and have been reclassified to conform to the current year presentation. On October 23, 2020 (the “Closing Date”), Diamond Peak Holdings Corp. (“DiamondPeak”) consummated the transactions contemplated by the agreement and plan of merger (the “Merger Agreement”), dated August 1, 2020, among DiamondPeak, Lordstown EV Corporation (formerly known as Lordstown Motors Corp.), a Delaware corporation (“Legacy LMC”), and DPL Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub merged with and into Legacy LMC with Legacy LMC surviving the merger (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). On the Closing Date, and in connection with the closing of the Business Combination (the “Closing”), DiamondPeak changed its name to Lordstown Motors Corp (the “Company”) and Legacy LMC became a wholly owned subsidiary of the Company. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock, par value $0.0001 per share, of Legacy LMC (“Legacy LMC Common Stock”) was converted into 55.8817 shares (the “Exchange Ratio”) of Class A common stock, par value $0.0001 per share, of the Company (“Class A common stock”), resulting in an aggregate of 75,918,063 shares of Class A common stock issued to Legacy LMC stockholders. At the Effective Time, each outstanding option to purchase Legacy LMC Common Stock (“Legacy LMC Options”), whether vested or unvested, was automatically converted into an option to purchase a number of shares of Class A common stock equal to the product of (x) the number of shares of Legacy LMC Common Stock subject to such Legacy LMC Option and (y) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per share of Legacy LMC Common Stock of such Legacy LMC Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, as in effect prior to the Closing, each outstanding share of DiamondPeak’s Class B common stock, par value $0.0001 per share, was automatically converted into one share of the Company’s Class A common stock at the Closing, resulting in an issuance of 7 million shares of Class A common stock in the aggregate. In connection with the Closing, the Company (a) issued and sold an aggregate of 50 million shares of Class A common stock for $10.00 per share at an aggregate purchase price of $500 million pursuant to previously announced subscription agreements with certain investors (the “PIPE Investors”), (b) issued an aggregate of approximately 4 million shares of Class A common stock to holders of $40 million in aggregate principal amount plus accrued interest, of Legacy LMC convertible promissory notes at a conversion price of $10.00 per share upon automatic conversion of such notes (the “Note Conversions”), and (c) issued warrants to purchase 1.6 million shares of Class A common stock (“BGL Warrants”) a purchase price of $10.00 per share to a third party. Additionally, the Company assumed 9.3 million Public Warrants (as defined below) and 5.1 million Private Warrants (as defined below) both of which were originally issued by DiamondPeak with an exercise price of $11.50. In December 2020, 2.7 million of the Public Warrants were exercised which resulted in $30.7 million in proceeds. In January 2021, a significant portion of the remaining Public Warrants and 0.6 million of the Private Warrants were exercised upon payment of the cash exercise price, which resulted in cash proceeds of $82.0 million. As of March 31, 2021, there were 2.3 million Private Warrants, 1.6 million BGL Warrants and no Public Warrants outstanding. See further discussion related to the accounting of the Public Warrants and Private Warrants in Note 3.
Pursuant to the Business Combination, the merger between a DiamondPeak and Legacy LMC was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, Legacy LMC was deemed to be the accounting acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy LMC issuing stock for the net assets of DiamondPeak, accompanied by a recapitalization. The net assets of DiamondPeak are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy LMC. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. As part of the Business Combination, we recorded $644.6 million in equity for the recapitalization, net of transaction costs and $100.9 million in liabilities related to the Public and Private Warrants described in Note 3. The Company received cash proceeds of $701.5 million as a result of the Business Combination which was net of the settlement of the $20.8 million Related party note payable and $23.2 million in property purchased through equity both as described in Note 4. Additionally, a $5 million Convertible Note and the $5.9 million amount in Due to related party as described in Note 7 were also settled in conjunction with the Business Combination. Liquidity and Going Concern The accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company had cash and cash equivalents of approximately $587.0 million and an accumulated deficit of $259.7 million at March 31, 2021 and a net loss of $125.2 million for the quarter ended March 31, 2021. Since inception, the Company has been developing its flagship vehicle, the Endurance, an electric full-size pickup truck. The Company’s ability to continue as a going concern is dependent on its ability to complete the development of its electric vehicles, obtain regulatory approval, begin commercial scale production and launch the sale of such vehicles. The Company believes that its current level of cash and cash equivalents are not sufficient to fund commercial scale production and the launch of sale of such vehicles. These conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements. To alleviate these conditions, management is currently evaluating various funding alternatives and may seek to raise additional funds through the issuance of equity, mezzanine or debt securities, through arrangements with strategic partners or through obtaining credit from government or financial institutions. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry. |
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Description of Business Lordstown Motors Corp., a Delaware corporation (“Lordstown” or the “Company”), is an automotive company with the goal of becoming an original equipment manufacturer (OEM) of electrically powered pickup trucks and vehicles for fleet customers in pursuit of accelerating the sustainable future and setting new standards in the industry. The Company is in its initial design and testing phase related to its production of the Endurance pickup truck and has yet to bring a completed product to market. Business Combination and Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiary. All intercompany accounts and transactions are eliminated upon consolidation. Certain amounts in the prior years’ balance sheet, consolidated statements of changes in stockholders’ equity and statements of cash flows and have been reclassified to conform to the current year presentation. On October 23, 2020 (the “Closing Date”), Diamond Peak Holdings Corp. (“DiamondPeak”), consummated the transactions contemplated by the agreement and plan of merger (the “Merger Agreement”), dated August 1, 2020, among DiamondPeak, Lordstown EV Corporation (formerly known as Lordstown Motors Corp.), a Delaware corporation (“Legacy LMC”), and DPL Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub merged with and into Legacy LMC with Legacy LMC surviving the merger (the “Merger”) and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). On the Closing Date, and in connection with the closing of the Business Combination (the “Closing”), DiamondPeak changed its name to Lordstown Motors Corp (the “Company”) and Legacy LMC became a wholly owned subsidiary of Diamond Peak. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock, par value $0.0001 per share, of Legacy LMC (“Legacy LMC Common Stock”) was converted into 55.8817 shares (the “Exchange Ratio”) of Class A common stock, par value $0.0001 per share, of the Company (“Class A common stock”), resulting in an aggregate of 75,918,063 shares of Class A common stock issued to Legacy LMC stockholders. At the Effective Time, each outstanding option to purchase Legacy LMC Common Stock (“Legacy LMC Options”), whether vested or unvested, was automatically converted into an option to purchase a number of shares of Class A common stock equal to the product of (x) the number of shares of Legacy LMC Common Stock subject to such Legacy LMC Option and (y) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per share of Legacy LMC Common Stock of such Legacy LMC Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, as in effect prior to the Closing, each outstanding share of DiamondPeak’s Class B common stock, par value $0.0001 per share, was automatically converted into one share of Class A common stock at the Closing, resulting in an issuance of 7 million shares of Class A common stock in the aggregate. In connection with the Closing, the Company (a) issued and sold an aggregate of 50 million shares of Class A common stock for $10.00 per share at an aggregate purchase price of $500 million pursuant to previously announced subscription agreements with certain investors (the “PIPE Investors”), (b) issued an aggregate of approximately 4 million shares of Class A common stock to holders of $40 million in aggregate principal amount plus accrued interest, upon automatic conversion of Legacy LMC convertible promissory notes into Class A common stock at a conversion price of $10.00 per share (the “Note Conversions”), and (c) issued warrants to purchase 1.6 million shares of Class A common stock (“BGL Warrants”) a purchase price of $10.00 per share to a third party. Additionally, the Company assumed 9.3 million Public Warrants (defined below) and 5.1 million Private Warrants (defined below) both of which were originally issued by DiamondPeak with an exercise price of $11.50. In December 2020, 2.7 million of the Public Warrants were exercised which resulted in $30.7 million in proceeds. In January 2021, a significant portion of the remaining Public Warrants and 0.6 million of the Private Warrants were exercised upon payment of the cash exercise price, which resulted in cash proceeds of $82.0 million.
Pursuant to the Business Combination, the merger between a DiamondPeak and Legacy LMC was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, Legacy LMC was deemed to be the accounting acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy LMC issuing stock for the net assets of DiamondPeak, accompanied by a recapitalization. The net assets of Diamond Peak are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy LMC. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. As part of the Business Combination, we recorded $644.6 million in equity for the recapitalization, net of transaction costs and $100.9 million in liabilities related to the Public Warrants and Private Warrants described in Note 4. The Company received cash proceeds of $701.5 million as a result of the Business Combination which was net of the settlement of the $20.8 million Related party note payable and $23.2 million in property purchased through equity both as described in Note 5. Additionally, the $5 million Convertible Note described in Note 6 and the $5.9 million amount in Due to related party as described in Note 9 were also settled in conjunction with the Business Combination. Liquidity and Going Concern The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company had cash and cash equivalents of approximately $629.8 million and an accumulated deficit of $134.4 million at December 31, 2020 and a net loss of $124.1 million for the year ended December 31, 2020. Since inception, the Company has been developing its flagship vehicle, the Endurance, an electric full-size pickup truck. The Company’s ability to continue as a going concern is dependent on its ability to complete the development of its electric vehicles, obtain regulatory approval, begin commercial scale production and launch the sale of such vehicles. The Company believes that our current level of cash and cash equivalents are not sufficient to fund commercial scale production and the launch of sale of such vehicles. These conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these consolidated financial statements. To alleviate these conditions, management is currently evaluating various funding alternatives and may seek to raise additional funds through the issuance of equity, mezzanine or debt securities, through arrangements with strategic partners or through obtaining credit from government or financial institutions. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry. |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and cash equivalents Cash includes cash equivalents which are highly liquid investments that are readily convertible to cash. The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. The Company presents cash and cash equivalents within Cash and cash equivalents on the Balance Sheet. The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to significant credit risk. Property, plant and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Determination of useful lives and depreciation will begin once the assets are ready for their intended use. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repair expenditures are expensed as incurred, while major improvements that increase functionality of the asset are capitalized and depreciated ratably to expense over the identified useful life. Further, interest on any debt financing arrangement is capitalized to the purchased property, plant, and equipment if the requirements for capitalization are met. Long-lived assets, such as property, plant, and equipment are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. Intangible assets other than goodwill Intangible assets include patents, copyrights, trade secrets, know-how, software, and all other intellectual property and proprietary rights connected with the electric pickup truck and other electric vehicle technology owned by Workhorse and contributed in exchange for equity in the Company. Determination of useful lives will be over the period of economic benefit and the related amortization will begin once the intangible assets are placed in use. The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. Impairment losses are measured by comparing the estimated fair value of the asset group to its carrying value. Research and development costs The Company expenses research and development costs as they are incurred. Research and development costs consist primarily of personnel costs for engineering and research, prototyping costs, and contract and professional services. Stock-based compensation The Company has adopted ASC Topic 718, Accounting for Stock-Based Compensation (ASC 718), which establishes a fair value-based method of accounting for stock-based compensation plans. In accordance with ASC 718, the cost of stock-based awards issued to employees and non-employees over the awards' vest period is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, expected option life and risk-free interest rate. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. Further, pursuant to ASU 2016-09 – Compensation – Stock Compensation (Topic 718), the Company has elected to account for forfeitures as they occur. Warrants The Company accounts for its Public and Private Warrants as described in Note 3 in accordance with the guidance contained in ASC Topic 815-40-15-7D and 7F under which the Public Warrants and Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Public and Private Warrants as liabilities at their fair value and adjusts the Public and Private Warrants to fair value at each reporting period or at the time of settlement. Any change in fair value is recognized in the statement of operations. Income taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC 740). Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance against its deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC Topic 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASUs (collectively ASC 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASC 842 is effective for the Company beginning after December 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements.
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NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates in Financial Statement Preparation The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, if any, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents Cash includes cash equivalents which are highly liquid investments that are readily convertible to cash. The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. The Company presents cash and cash equivalents within Cash and cash equivalents on the Balance Sheet. The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to significant credit risk. Property, plant and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Determination of useful lives and depreciation will begin once the assets are ready for their intended use. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repair expenditures are expensed as incurred, while major improvements that increase functionality of the asset are capitalized and depreciated ratably to expense over the identified useful life. Further, interest on any debt financing arrangement is capitalized to the purchased property, plant, and equipment if the requirements for capitalization are met. Long-lived assets, such as property, plant, and equipment are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. Intangible assets other than goodwill Intangible assets include patents, copyrights, trade secrets, know-how, software, and all other intellectual property and proprietary rights connected with the electric pickup truck and other electric vehicle technology owned by Workhorse and contributed in exchange for equity in the Company. Determination of useful lives will be over the period of economic benefit and the related amortization will begin once the intangible assets are placed in use. The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. Impairment losses are measured by comparing the estimated fair value of the asset group to its carrying value. Research and development costs The Company expenses research and development costs as they are incurred. Research and development costs consist primarily of personnel costs for engineering and research, prototyping costs, and contract and professional services. Stock-based compensation The Company has adopted ASC Topic 718, Accounting for Stock-Based Compensation (“ASC Topic 718”), which establishes a fair value-based method of accounting for stock-based compensation plans. In accordance with ASC Topic 718, the cost of stock-based awards issued to employees and non-employees over the awards' vest period is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, expected option life and risk-free interest rate. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. Further, pursuant to ASU 2016-09 – Compensation – Stock Compensation (Topic 718), the Company has elected to account for forfeitures as they occur. Warrants The Company accounts for its Public and Private Warrants as described in Note 4 in accordance with the guidance contained in ASC Topic 815-40-15-7D and 7F under which the Public Warrants and Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Public and Private Warrants as liabilities at their fair value and adjusts the Public and Private Warrants to fair value at each reporting period or at the time of settlement. Any change in fair value is recognized in the statement of operations. Income taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC Topic 740). Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance against its deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC Topic 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. Recent accounting pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 extends the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 amendments are effective for the Company beginning January 1, 2020 and interim periods within fiscal years beginning after December 15, 2020. The Company adopted this guidance in 2020 but determined that there was no material impact on the consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASUs (collectively “ASC Topic 842”) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASC Topic 842 is effective for the Company beginning after December 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements.
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FAIR VALUE MEASUREMENTS |
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FAIR VALUE MEASUREMENTS | NOTE 3 — FAIR VALUE MEASUREMENTS The Company follows the accounting guidance in ASC Topic 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes when inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Public and Private Warrants are classified as a liability with any changes in the fair value recognized immediately in our condensed consolidated statements of operations. The following table summarizes the net (loss) gain on changes in fair value (in thousands) related to the Public and Private Warrants:
Observed prices for the Public Warrants are used as Level 1 inputs as they were actively traded until being redeemed in January 2021. The Private Warrants are measured at fair value using Level 3 inputs. These instruments are not actively traded and are valued using a Monte Carlo option pricing model that uses observable and unobservable market data as inputs. A Monte Carlo model was used to simulate a multitude of price paths to measure fair value of the Private Warrants. The Monte Carlo models two possible outcomes for the stock price each trading day – up or down – based on the prior day’s price. The calculations underlying the model specify the implied risk-neutral probability that the stock price will move up or down, and the magnitude of the movements, given the stock’s volatility and the risk-free rate. This analysis simulates possible paths for the stock price over the term of the Private Warrants. For each simulated price path, we evaluate the conditions under which the Company could redeem each Private Warrant for a fraction of whole shares of the underlying as detailed within the Warrant Agreement. If the conditions are met, we assume redemptions would occur, although the Private Warrant holders would have the option to immediately exercise if it were more advantageous to do so. For each simulated price path, if a redemption does not occur the holders are assumed to exercise the Private Warrants if the stock price exceeds the exercise price at the end of the term. Proceeds from either the redemption or the exercise of the Private Warrants are reduced to a present value amount at each measurement date using the risk-free rate for each simulated price path. Present value indications from iterated priced paths were averaged to derive an indication of value for the Private Warrants. At each measurement date, we use a stock price volatility input of 50%. This assumption considers observed historical stock price volatility of other companies operating in the same or similar industry as the Company over a period similar to the remaining term of the Private Warrants, as well as the volatility implied by the traded options of the Company. The risk-free rates utilized were 0.886% and 0.413% for the valuations as of March 31, 2021 and December 31, 2020, respectively. The following tables summarize the valuation of our financial instruments (in thousands):
The following table summarizes the changes in our Level 3 financial instruments (in thousands):
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NOTE 4 — FAIR VALUE MEASUREMENTS (RESTATED) The Company follows the accounting guidance in ASC Topic 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes when inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Public and Private Warrants are classified as a liability with any changes in the fair value recognized immediately in our consolidated statements of operations. The following table summarizes the net loss on changes in fair value (in thousands) related to the Public and Private Warrants:
Observed prices for the Public Warrants are used as Level 1 inputs as they were actively traded until being redeemed in January 2021. The Private Warrants are measured at fair value using Level 3 inputs. These instruments are not actively traded and are valued using a Monte Carlo option pricing model that uses observable and unobservable market data as inputs. A Monte Carlo model was used to simulate a multitude of price paths to measure fair value of the Private Warrants. The Monte Carlo models two possible outcomes for the stock price each trading day – up or down – based on the prior day’s price. The calculations underlying the model specify the implied risk-neutral probability that the stock price will move up or down, and the magnitude of the movements, given the stock’s volatility and the risk-free rate. This analysis simulates possible paths for the stock price over the term of the Private Warrants. For each simulated price path, we evaluate the conditions under which the Company could redeem each Private Warrant for a fraction of whole shares of the underlying as detailed within the Warrant Agreement. If the conditions are met, we assume redemptions would occur, although the Private Warrant holders would have the option to immediately exercise if it were more advantageous to do so. For each simulated price path, if a redemption does not occur the holders are assumed to exercise the Private Warrants if the stock price exceeds the exercise price at the end of the term. Proceeds from either the redemption or the exercise of the Private Warrants are reduced to a present value amount at each measurement date using the risk-free rate for each simulated price path. Present value indications from iterated priced paths were averaged to derive an indication of value for the Private Warrants. At each measurement date, we use a stock price volatility input of 50% for the Monte Carlo model. This assumption considers observed historical stock price volatility of other companies operating in the same or similar industry as the Company over a period similar to the remaining term of the Private Warrants, as well as the volatility implied by the traded options of the Company. The risk-free rates utilized were 0.458% and 0.413% for the valuations as of October 23, 2020 and December 31, 2020, respectively. The following tables summarize the valuation of our financial instruments (in thousands):
The following table summarizes the change in our Level 3 financial instruments (in thousands):
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PROPERTY, PLANT AND EQUIPMENT |
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PROPERTY, PLANT AND EQUIPMENT | NOTE 4 — PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net, consisted of the following: (in thousands)
Construction in progress is primarily comprised of retooling and construction at the Company's facility in Lordstown, Ohio to ready the plant to begin the manufacturing of electric vehicles. The Company is currently reengineering its production process, bringing acquired assets up to the level needed for production and evaluating assets that will be necessary in the production of the Endurance pickup truck. Completed assets will be transferred to their respective asset classes and depreciation will begin when an asset is ready for its intended use. As of March 31, 2021, manufacturing has not begun and thus no depreciation was recognized in 2021 or 2020. Property, plant and equipment consist of an idle assembly and manufacturing plant in Lordstown, Ohio. The facility is equipped with the tooling necessary to begin production of the Endurance pickup truck along with all personal property, purchased from GM in November 2019 for $20 million, recorded as a Note Payable. In early 2019, GM made the decision to halt manufacturing on its Chevrolet Cruze sedan which was manufactured at its Lordstown plant. The plant remained closed with no production until GM and the Company were able to agree on the terms of the asset purchase, which resulted in a purchase price significantly lower than the fair market value of the assets acquired. The cost of property, plant and equipment includes the value of the $20.0 million Note Payable, along with any directly attributable costs of bringing the asset to its working condition and location for intended use, including direct acquisition costs and capitalized interest. The Company recorded $0.1 million of capitalized during 2019 and $0.3 million during the quarter ended March 31, 2021 as the facility assets underwent activities necessary to bring them to their intended use. Beginning April 1, 2020, activity on the facility stopped due to the shutdown caused by the COVID-19 pandemic. As these activities were no longer ongoing, interest capitalization on the Note Payable was suspended. Therefore, interest from April 1, 2020 through the date of the Business Combination which totaled $0.4 million was expensed as incurred. As of the date of the Business Combination, our Note Payable totaled $20.8 million and was settled as part of the Business Combination. During the quarter ended March 31, 2020, the Company also purchased property from GM for $1.2 million which was recorded to construction in progress. The corresponding Due to related party balance was satisfied with equity at the consummation of the Business Combination as described in Note 1. See Note 7 for further details on the Due to related party balance. During the fourth quarter of 2020, we also recognized an additional $23.2 million of property that was exchanged for common stock as part of the Business Combination. See Note 7 for further details regarding this exchange. |
NOTE 5 — PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net, consisted of the following at December 31: (in thousands)
Construction in progress is primarily comprised of retooling and construction at the Company's facility in Lordstown, Ohio to ready the plant to begin manufacturing of the electric vehicles. The Company is currently reengineering its production process, bringing acquired assets up to the level needed for production and evaluating assets that will be necessary in the production of the Endurance pickup truck. Completed assets will be transferred to their respective asset classes and depreciation will begin when an asset is ready for its intended use. As of December 31, 2020, manufacturing has not begun and thus no depreciation was recognized in 2020 or .Property, plant and equipment consist of an idle assembly and manufacturing plant in Lordstown, Ohio. The facility is equipped with the tooling necessary to begin production of the Endurance pickup truck along with all personal property, purchased from GM in November 2019 for $20 million. In early 2019, GM made the decision to halt manufacturing on its Chevrolet Cruze sedan which was manufactured at its Lordstown plant. The plant remained closed with no production until GM and the Company were able to agree on the terms of the asset purchase, which resulted in a purchase price significantly lower than the fair market value of the assets acquired. The plant was acquired in exchange for a Note Payable (refer to Note 6 below). This note was satisfied with equity at the consummation of the Business Combination. The cost of property, plant and equipment includes the value of the note payable, along with any directly attributable costs of bringing the asset to its working condition and location for intended use, including direct acquisition costs and capitalized interest. During 2020, we recognized an additional $23.2 million of property that was exchanged for common stock as part of the Business Combination. The Company recorded $0.3 million and $0.1 million of capitalized interest during the year ended December 31, 2020 and during the period from April 30, 2019 to December 31, 2019, respectively, as the facility assets underwent activities necessary to bring them to their intended use. Beginning April 1, 2020, activity on the facility stopped due to the shutdown caused by the COVID-19 pandemic. As these activities were no longer ongoing, interest capitalization on the Note Payable was suspended. Therefore, interest from April 1, 2020 through the date of the Business Combination which totaled $0.4 million was expensed as incurred. Refer to Note 6 for further details on the Related party notes payable. During 2020, the Company received $2.4 million in connection with the sale of equipment it determined was not necessary for production. As the equipment was acquired for consideration below fair value in November 2019 as described above, the Company recorded a gain on sale of the asset for $2.3 million. Additionally, the Company purchased property from GM for $1.2 million which was recorded to CIP. |
NOTE PAYABLE |
3 Months Ended | 12 Months Ended |
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Mar. 31, 2021 |
Dec. 31, 2020 |
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NOTE PAYABLE | ||
NOTE PAYABLE | NOTE 8 — NOTE PAYABLE On April 17, 2020, LMC entered into a Promissory Note with The Huntington National Bank, which provides for a loan in the amount of $1 million (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The Paycheck Protection Program provides that the PPP Loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. During the quarter ended September 30, 2020, the Company entered into a “Placement Agency Agreement” with Maxim Group, LLC. Pursuant to the terms of the agreement, the Company issued “Convertible Promissory Notes” to a series of investors for proceeds worth $38.7 million net of transaction costs. During the year ended December 31, 2020, the Company recorded $0.3 million of interest related to the Convertible Promissory Notes. In connection with the Closing described in Note 1, the Company issued an aggregate of approximately 4 million shares of Class A common stock in exchange for the Convertible Promissory Notes which we reflected as a noncash transaction on the consolidated statement of cash flow. |
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NOTE PAYABLE | NOTE 5 — NOTE PAYABLE On April 17, 2020, LMC entered into a Promissory Note with The Huntington National Bank, which provides for a loan in the amount of $1 million (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The Paycheck Protection Program provides that the PPP Loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. |
COMMITMENTS AND CONTINGENCIES |
3 Months Ended | 12 Months Ended |
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Mar. 31, 2021 |
Dec. 31, 2020 |
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COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES The Company has entered into supply agreements with Samsung and LG Energy Solution to purchase lithium-ion cylindrical battery cells. The agreements generally have initial terms, subject to earlier termination rights. The agreements also provide for certain pricing and minimum quantity parameters, including our obligation to purchase such minimum amounts which total approximately $16.3 million, $139.4 million and $273.6 million in 2021, 2022, and 2023, respectively, subject to change for increases in raw material pricing. - to five-yearThe Company is subject to various pending and threatened legal proceedings arising in the ordinary course of business. The Company records a liability for loss contingencies in the consolidated financial statements when a loss is known or considered probable and the amount can be reasonably estimated. Our provisions are based on historical experience, current information and legal advice, and they may be adjusted in the future based on new developments. Estimating probable losses requires the analysis of multiple forecasted factors that often depend on judgments and potential actions by third parties. On October 30, 2020, the Company, together with executive officers Mr. Burns, Mr. LaFleur, Mr. Post and Mr. Schmidt, and certain of our employees, were named as defendants in a lawsuit filed by Karma Automotive LLC (“Karma”) in the United States District Court for the Central District of California (“District Court”). On November 6, 2020, the District Court denied Karma’s request for a temporary restraining order. The parties engaged in discovery in anticipation of Karma seeking a preliminary injunction. To date, Karma has not moved for a preliminary injunction. Karma retained new counsel in March 2021. On April 16, 2021, Karma filed an Amended Complaint that added additional defendants (two Company employees and two Company contractors that were previously employed by Karma) and a number of additional claims alleging generally that the Company unlawfully poached key Karma employees and misappropriated Karma’s trade secrets and other confidential information. The Amended Complaint contains a total of 28 counts, including: (i) alleged violations under federal law of the Computer Fraud and Abuse Act and the Defend Trade Secrets Act, (ii) alleged violations of California law for misappropriation of trade secrets and unfair competition; (iii) common law claims for breach for breach of contract and tortious interference with contract; (iv) common law claims for breach of contract, including confidentiality agreements, employment agreements and the non-binding letter of intent; and (v) alleged common law claims for breach of duties of loyalty and fiduciary duties. The Amended Complaint also asserts claims for conspiracy, fraud, interstate racketeering activity, and violations of certain provisions of the California Penal Code relating to unauthorized computer access. Karma is seeking permanent injunctive relief and monetary damages. The Company is continuing to evaluate the matters asserted in the lawsuit, but intends to vigorously defend against these claims and believes there are strong defenses to the claims and the damages demanded. At this time, however, the Company cannot predict the outcome of this matter or estimate the possible loss or range of possible loss, if any. The proceedings are subject to uncertainties inherent in the litigation process. Between March 18 and April 8, 2021, four related putative class action lawsuits were filed against us and certain of our officers in the U.S. District Court for the Northern District of Ohio (“N.D. Ohio”) (Case Nos. 21-cv-616, 21-cv-633, 21-cv-720 and 21-cv-760), asserting violations of federal securities laws under Section 10(b) and Section 20(a) of the Exchange Act. The complaints generally allege that the Company and individual defendants made materially false and misleading statements relating to the vehicle pre-orders and production timeline. On May 13, 2021, a fifth putative class action was filed against us and certain current and former officers and directors in the N.D. Ohio (Case no. 21-cv-994), asserting similar securities laws violations as the first four class actions and that the defendants violated Section 14(a) of the Exchange Act by making materially false and misleading statements relating to the Merger. On May 14, 2021, a sixth putative class action was filed against us and certain officers in the N.D. Ohio (Case no. 21-cv-1021), asserting similar securities laws violations as the first four class actions and that certain individual defendants violated Section 20A of the Exchange Act through insider sales while in possession of nonpublic information relating to the Company. The court has issued orders consolidating these six class actions under the case caption Rico v. Lordstown Motors Corp. et al., 21-cv-616 (N.D. Ohio). Lead Plaintiff motions are also currently pending before the court. On April 28, 2021 and May 21, 2021, two stockholder derivative complaints were also filed against certain current and former officers and directors of the Company and DiamondPeak in the U.S. District Court for the District of Delaware (Case Nos. 21-cv-604 and 21-cv-724). These derivative complaints purport to bring claims on behalf of the Company against certain defendants for violations of the Exchange Act, breach of fiduciary duty, unjust enrichment, and insider trading, relating to the vehicle pre-orders, production timeline or Merger. We intend to vigorously defend against these claims. The proceedings are subject to uncertainties inherent in the litigation process. We cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any. The Company has also received two subpoenas from the SEC for the production of documents and information, including relating to the merger between DiamondPeak and Legacy Lordstown and pre-orders of vehicles. The Company is responding to the SEC’s requests and is cooperating with its inquiry. Except as described above, the Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. |
NOTE 13 — COMMITMENTS AND CONTINGENCIES (RESTATED) The Company has entered into supply agreements with Samsung and LG Energy Solution to purchase lithium-ion cylindrical battery cells. The agreements generally have initial terms, subject to earlier termination rights. The agreements provide for certain pricing and minimum quantity parameters, including our obligation to purchase such minimum amounts which total approximately $16.3 million, $139.4 million and $273.6 million in 2021, 2022, and 2023, respectively subject to change for increases in raw material pricing. - to five-yearThe Company is subject to various pending and threatened legal proceedings arising in the ordinary course of business. The Company records a liability for loss contingencies in the consolidated financial statements when a loss is known or considered probable and the amount can be reasonably estimated. Our provisions are based on historical experience, current information and legal advice, and they may be adjusted in the future based on new developments. Estimating probable losses requires the analysis of multiple forecasted factors that often depend on judgments and potential actions by third parties. On October 30, 2020, the Company, together with executive officers Mr. Burns, Mr. LaFleur, Mr. Post and Mr. Schmidt, and certain of our employees, were named as defendants in a lawsuit filed by Karma Automotive LLC (“Karma”) in the United States District Court for the Central District of California (“District Court”). On November 6, 2020, the District Court denied Karma’s request for a temporary restraining order. The parties engaged in discovery in anticipation of Karma seeking a preliminary injunction. To date, Karma has not moved for a preliminary injunction. Karma retained new counsel in March 2021. On April 16, 2021, Karma filed an Amended Complaint that added additional defendants (two Company employees and two Company contractors that were previously employed by Karma) and a number of additional claims alleging generally that the Company unlawfully poached key Karma employees and misappropriated Karma’s trade secrets and other confidential information. The Amended Complaint contains a total of 28 counts, including: (i) alleged violations under federal law of the Computer Fraud and Abuse Act and the Defend Trade Secrets Act, (ii) alleged violations of California law for misappropriation of trade secrets and unfair competition; (iii) common law claims for breach for breach of contract and tortious interference with contract; (iv) common law claims for breach of contract, including confidentiality agreements, employment agreements and the non-binding letter of intent; and (v) alleged common law claims for breach of duties of loyalty and fiduciary duties. The Amended Complaint also asserts claims for conspiracy, fraud, interstate racketeering activity, and violations of certain provisions of the California Penal Code relating to unauthorized computer access. Karma is seeking permanent injunctive relief and monetary damages. The Company is continuing to evaluate the matters asserted in the lawsuit, but intends to vigorously defend against these claims and believes there are strong defenses to the claims and the damages demanded. At this time, however, the Company cannot predict the outcome of this matter or estimate the possible loss or range of possible loss, if any. The proceedings are subject to uncertainties inherent in the litigation process. Between March 18 and April 8, 2021, four related putative class action lawsuits were filed against us and certain of our officers in the U.S. District Court for the Northern District of Ohio (“N.D. Ohio”) (Case Nos. 21-cv-616, 21-cv-633, 21-cv-720 and 21-cv-760), asserting violations of federal securities laws under Section 10(b) and Section 20(a) of the Exchange Act. The complaints generally allege that the Company and individual defendants made materially false and misleading statements relating to the vehicle pre-orders and production timeline. On May 13, 2021, a fifth putative class action was filed against us and certain current and former officers and directors in the N.D. Ohio (Case no. 21-cv-994), asserting similar securities laws violations as the first four class actions and that the defendants violated Section 14(a) of the Exchange Act by making materially false and misleading statements relating to the Merger. On May 14, 2021, a sixth putative class action was filed against us and certain officers in the N.D. Ohio (Case no. 21-cv-1021), asserting similar securities laws violations as the first four class actions and that certain individual defendants violated Section 20A of the Exchange Act through insider sales while in possession of nonpublic information relating to the Company. The court has issued orders consolidating these six class actions under the case caption Rico v. Lordstown Motors Corp. et al., 21-cv-616 (N.D. Ohio). Lead Plaintiff motions are also currently pending before the court. On April 28, 2021 and May 21, 2021, two stockholder derivative complaints were also filed against certain current and former officers and directors of the Company and DiamondPeak in the U.S. District Court for the District of Delaware (Case Nos. 21-cv-604 and 21-cv-724). These derivative complaints purport to bring claims on behalf of the Company against certain individual defendants for violations of the Exchange Act, breach of fiduciary duty, unjust enrichment, and insider trading, relating to the vehicle pre-orders, production timeline, or Merger. We intend to vigorously defend against these claims. The proceedings are subject to uncertainties inherent in the litigation process. We cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any. The Company has also received two subpoenas from the SEC for the production of documents and information, including relating to the merger between DiamondPeak and Legacy Lordstown and pre-orders of vehicles. The Company is responding to the SEC’s requests and is cooperating with its inquiry. Except as described above, the Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.
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RELATED PARTY TRANSACTIONS |
3 Months Ended | 12 Months Ended |
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Mar. 31, 2021 |
Dec. 31, 2020 |
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RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 7 — RELATED PARTY TRANSACTIONS On November 7, 2019, the Company entered into an Asset Transfer Agreement, Operating Agreement and separate Mortgage Agreement (collectively, the “Agreements”) with GM. Pursuant to the Agreements, the Company incurred debt to GM recorded as a Note Payable in the principal amount of $20.0 million, secured by the real property described in Note 4. The Company had imputed interest of 5% on the Note Payable until February 1, 2020 when the stated interest rate of 7% began per the terms of the Agreement. Interest for the three months ended March 31, 2020 totaled $0.3 million which was capitalized as part of PP&E as described in Note 4. This note which totaled $20.8 million as of the date of the Closing, was converted to equity during the Business Combination described in Note 1. In conjunction with the Operating Agreement described above, the Company was also required to reimburse GM for expenditures related to general plant maintenance and compliance associated with the Lordstown facility. The Company recorded expenses of $2.1 million during the three months ended March 31, 2020 on the Statement of Operations. Additionally, during the quarter ended March 31, 2020, the Company purchased property from GM for $1.2 million which was recorded to CIP. As of the date of the Closing described in Note 1, we had accrued a total of $5.9 million as a Due to Related Party liability which was converted to equity as part of the Business Combination. On May 28, 2020, the Company entered into a Convertible Promissory Note (the “Convertible Note”) with GM that provided financing to the Company of up to $10.0 million secured by the Company’s property, plant and equipment and intangible assets. Pursuant to the terms of the Convertible Note, the Company had the ability to periodically draw down on the Convertible Note to meet its working capital needs. The balance of this note was converted to equity at closing of the Business Combination described in Note 1. In August 2020, we entered into an emissions credit agreement with GM pursuant to which, and subject to the terms of which, during the first annual production/model years wherein we produce vehicles at least ten months out of the production/model year, the counterparty will have the option to purchase such emissions credits as well as emissions credits from any other U.S. state, country or jurisdiction generated by vehicles produced by us not otherwise required by us to comply with emissions laws and regulations at a purchase price equal to 75% of the fair market value of such credits. While we plan for our first annual production/model years for the purpose of this agreement to be 2022, 2023 and 2024, it is possible that this agreement could extend beyond these model years if we do not achieve or more months of production during those annual production/model years.As of December 31, 2020, GM was no longer determined to be a related party. On November 7, 2019, the Company entered into a transaction with Workhorse Group Inc., for the purpose of obtaining certain intellectual property. In connection with granting this license, Workhorse Group received 10% of the outstanding Legacy Lordstown common stock and was entitled to royalties of 1% of the gross sales price of the first 200,000 vehicle sales. In November 2020, we pre-paid a royalty payment to Workhorse Group in the amount of $4.75 million. The upfront royalty payment represents an advance on royalties due on 1% of the gross sales price of the first 200,000 vehicles sold, but only to the extent that the aggregate amount of such royalty fees exceeds the amount paid upfront. As of March 31, 2021 and December 31, 2020, the royalties are recorded as prepaid expenses. These amounts will be amortized as a percent of each vehicle sold. |
NOTE 14 — RELATED PARTY TRANSACTIONS On November 7, 2019, the Company entered into an Asset Transfer Agreement, inclusive of an Operating Agreement, along with a separate Open-End Mortgage Agreement (collectively, the “Agreements”) with GM. Pursuant to the Agreements, the Company incurred indebtedness in the principal amount of $20.0 million, secured by the real property described in Note 4. Refer to Note 5 for further details on the related party Note Payable. On May 28, 2020, the Company entered into a Convertible Promissory Note with GM that provides a financing option to the Company of up to $10.0 million. Refer to Note 5 for further details on the Note. In August 2020, we entered into an emissions credit agreement with GM pursuant to which, and subject to the terms of which, during the first annual production/model years wherein we produce vehicles at least ten months out of the production/model year, the counterparty will have the option to purchase such emissions credits as well as emissions credits from any other U.S. state, country or jurisdiction generated by vehicles produced by us not otherwise required by us to comply with emissions laws and regulations at a purchase price equal to 75% of the fair market value of such credits. While we expect that our first annual production/model years for the purpose of this agreement will be 2022, 2023 and 2024, it is possible that this agreement could extend beyond these model years if we do not achieve or more months of production during those annual production/model years.As of December 31, 2020, GM was no longer determined to be a related party. On November 7, 2019, the Company entered into a transaction with Workhorse Group Inc., for the purpose of obtaining certain intellectual property. In connection with granting this license, Workhorse Group received 10% of the outstanding Legacy Lordstown common stock and was entitled to royalties of 1% of the gross sales price of the first 200,000 vehicle sales. In November 2020, we pre-paid a royalty payment to Workhorse Group in the amount of $4.75 million. The upfront royalty payment represents an advance on royalties due on 1% of the gross sales price of the first 200,000 vehicles sold, but only to the extent that the aggregate amount of such royalty fees exceeds the amount paid upfront. As of December 31, 2020, the royalties are recorded as prepaid expenses and will be amortized as a percent of each vehicle sold. |
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BASIC AND DILUTED LOSS PER SHARE | ||||||||||||||||||||||||||||||||||||||||||||||||||||
CAPITAL STOCK AND EARNINGS PER SHARE | NOTE 8 — CAPITAL STOCK AND EARNINGS PER SHARE Our Charter provides for 312 million authorized shares of capital stock, consisting of (i) 300 million shares of Class A stock and (ii) 12 million shares of preferred stock each with a par value of $0.0001. We had 176.6 million and 168.0 million shares of common stock and as of March 31, 2021 and December 31, 2020, respectively. FASB ASC Topic 260, Earnings Per Share, requires the presentation of basic and diluted earnings per share (EPS). Basic EPS is calculated based on the weighted average number of shares outstanding during the period. Dilutive EPS is calculated to include any dilutive effect of our share equivalents. For the three months ended March 31, 2021, our share equivalent included 4.5 million options,1.6 million BGL Warrants, and 2.3 million Private Warrants outstanding. None of the stock options or warrants were included in the calculation of diluted EPS because we recorded a net loss for the quarters ended March 31, 2021 and March 31, 2020 as including these instruments would be anti-dilutive. The weighted-average number of shares outstanding for basic and diluted loss per share is as follows: (in thousands)
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NOTE 11 — CAPITAL STOCK AND EARNINGS PER SHARE Our Charter provides for 312 million authorized shares of capital stock, consisting of (i) 300 million shares of Class A common stock and (ii) 12 million shares of preferred stock each with a par value of $0.0001. We had 168.0 million and 68.3 million shares of common stock and as of and 2019, respectively. ASC Topic 260, Earnings Per Share, requires the presentation of basic and diluted earnings per share (EPS). Basic EPS is calculated based on the weighted average number of shares outstanding during the period. Dilutive EPS is calculated to include any dilutive effect of our share equivalents. For the year ended December 31, 2020 our share equivalent included 5.3 million options,1.6 million BGL Warrants, 6.6 million Public Warrants and 5.1 million Private Warrants outstanding. None of the stock options or warrants were included in the calculation of diluted EPS because we recorded a net loss for the year ended December 31, 2020 as including these instruments would be anti-dilutive. The weighted-average number of shares outstanding for basic and diluted loss per share is as follows: (in thousands)
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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
3 Months Ended | 12 Months Ended |
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Mar. 31, 2021 |
Dec. 31, 2020 |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Use of Estimates in Financial Statement Preparation | Use of Estimates in Financial Statement Preparation The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, if any, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
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Cash and cash equivalents | Cash and cash equivalents Cash includes cash equivalents which are highly liquid investments that are readily convertible to cash. The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. The Company presents cash and cash equivalents within Cash and cash equivalents on the Balance Sheet. The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to significant credit risk. |
Cash and cash equivalents Cash includes cash equivalents which are highly liquid investments that are readily convertible to cash. The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. The Company presents cash and cash equivalents within Cash and cash equivalents on the Balance Sheet. The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to significant credit risk. |
Property, plant and equipment | Property, plant and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Determination of useful lives and depreciation will begin once the assets are ready for their intended use. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repair expenditures are expensed as incurred, while major improvements that increase functionality of the asset are capitalized and depreciated ratably to expense over the identified useful life. Further, interest on any debt financing arrangement is capitalized to the purchased property, plant, and equipment if the requirements for capitalization are met. Long-lived assets, such as property, plant, and equipment are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. |
Property, plant and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Determination of useful lives and depreciation will begin once the assets are ready for their intended use. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repair expenditures are expensed as incurred, while major improvements that increase functionality of the asset are capitalized and depreciated ratably to expense over the identified useful life. Further, interest on any debt financing arrangement is capitalized to the purchased property, plant, and equipment if the requirements for capitalization are met. Long-lived assets, such as property, plant, and equipment are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. |
Intangible assets other than goodwill | Intangible assets other than goodwill Intangible assets include patents, copyrights, trade secrets, know-how, software, and all other intellectual property and proprietary rights connected with the electric pickup truck and other electric vehicle technology owned by Workhorse and contributed in exchange for equity in the Company. Determination of useful lives will be over the period of economic benefit and the related amortization will begin once the intangible assets are placed in use. The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. Impairment losses are measured by comparing the estimated fair value of the asset group to its carrying value. |
Intangible assets other than goodwill Intangible assets include patents, copyrights, trade secrets, know-how, software, and all other intellectual property and proprietary rights connected with the electric pickup truck and other electric vehicle technology owned by Workhorse and contributed in exchange for equity in the Company. Determination of useful lives will be over the period of economic benefit and the related amortization will begin once the intangible assets are placed in use. The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. Impairment losses are measured by comparing the estimated fair value of the asset group to its carrying value. |
Research and development costs | Research and development costs The Company expenses research and development costs as they are incurred. Research and development costs consist primarily of personnel costs for engineering and research, prototyping costs, and contract and professional services. |
Research and development costs The Company expenses research and development costs as they are incurred. Research and development costs consist primarily of personnel costs for engineering and research, prototyping costs, and contract and professional services. |
Stock-based compensation | Stock-based compensation The Company has adopted ASC Topic 718, Accounting for Stock-Based Compensation (ASC 718), which establishes a fair value-based method of accounting for stock-based compensation plans. In accordance with ASC 718, the cost of stock-based awards issued to employees and non-employees over the awards' vest period is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, expected option life and risk-free interest rate. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. Further, pursuant to ASU 2016-09 – Compensation – Stock Compensation (Topic 718), the Company has elected to account for forfeitures as they occur. Warrants The Company accounts for its Public and Private Warrants as described in Note 3 in accordance with the guidance contained in ASC Topic 815-40-15-7D and 7F under which the Public Warrants and Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Public and Private Warrants as liabilities at their fair value and adjusts the Public and Private Warrants to fair value at each reporting period or at the time of settlement. Any change in fair value is recognized in the statement of operations. Income taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC 740). Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance against its deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC Topic 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. |
Stock-based compensation The Company has adopted ASC Topic 718, Accounting for Stock-Based Compensation (“ASC Topic 718”), which establishes a fair value-based method of accounting for stock-based compensation plans. In accordance with ASC Topic 718, the cost of stock-based awards issued to employees and non-employees over the awards' vest period is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, expected option life and risk-free interest rate. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. Further, pursuant to ASU 2016-09 – Compensation – Stock Compensation (Topic 718), the Company has elected to account for forfeitures as they occur. |
Income taxes | Warrants The Company accounts for its Public and Private Warrants as described in Note 3 in accordance with the guidance contained in ASC Topic 815-40-15-7D and 7F under which the Public Warrants and Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Public and Private Warrants as liabilities at their fair value and adjusts the Public and Private Warrants to fair value at each reporting period or at the time of settlement. Any change in fair value is recognized in the statement of operations. |
Income taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC Topic 740). Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance against its deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC Topic 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. |
Recent accounting pronouncements | Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASUs (collectively ASC 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASC 842 is effective for the Company beginning after December 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements. |
Recent accounting pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 extends the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 amendments are effective for the Company beginning January 1, 2020 and interim periods within fiscal years beginning after December 15, 2020. The Company adopted this guidance in 2020 but determined that there was no material impact on the consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASUs (collectively “ASC Topic 842”) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASC Topic 842 is effective for the Company beginning after December 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements. |
FAIR VALUE MEASUREMENTS (Tables) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
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FAIR VALUE MEASUREMENTS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of the net gain on changes in fair value (in thousands) related to the Public and Private Warrants |
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The following table summarizes the net loss on changes in fair value (in thousands) related to the Public and Private Warrants:
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Summary of the valuation of financial instruments |
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The following tables summarize the valuation of our financial instruments (in thousands):
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Schedule of gain (loss) in fair value recognized in earnings |
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The following table summarizes the change in our Level 3 financial instruments (in thousands):
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PROPERTY, PLANT AND EQUIPMENT (Tables) |
3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
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Summary of property, plant and equipment, net |
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CAPITAL STOCK AND EARNINGS PER SHARE (Tables) |
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Mar. 31, 2021 |
Dec. 31, 2020 |
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CAPITAL STOCK AND EARNINGS PER SHARE | |||||||||||||||||||||||||||
Schedule of the weighted-average number of shares outstanding for basic and diluted loss per share |
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BASIC AND DILUTED LOSS PER SHARE | |||||||||||||||||||||||||||
Schedule of computation of basic and diluted loss per share |
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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands |
3 Months Ended | 8 Months Ended | 12 Months Ended | |
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Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2020 |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Cash and cash equivalents | $ 587,043 | $ 2,159 | $ 629,761 | |
Accumulated deficit | (259,652) | (10,391) | (134,441) | |
Net loss | $ (125,211) | $ (11,865) | $ (10,391) | $ (124,050) |
FAIR VALUE MEASUREMENTS (Details) $ in Thousands |
3 Months Ended | 12 Months Ended | |
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Mar. 31, 2021
USD ($)
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Dec. 31, 2020
USD ($)
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Oct. 23, 2023 |
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Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Net loss on fair value adjustment | $ (19,138) | $ (23,493) | |
Private Placement Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Net loss on fair value adjustment | 8,042 | (5,573) | |
Public Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Net loss on fair value adjustment | $ (27,180) | $ (17,920) | |
Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 0.50 | 0.50 | |
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 0.00886 | 0.00413 | 0.00458 |
FAIR VALUE MEASUREMENTS - Changes in Level 3 financial instruments (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
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Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Loss / (Gain) on fair value adjustments included in earnings | $ 19,138 | $ 23,493 |
Private Placement Warrants | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Derivative liability, beginning balance | 43,877 | |
Settlements | (28,085) | |
Loss / (Gain) on fair value adjustments included in earnings | (8,042) | 5,573 |
Derivative liability, ending balance | $ 7,750 | $ 43,877 |
NOTE PAYABLE (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||
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Apr. 17, 2020 |
Sep. 30, 2020 |
Dec. 31, 2020 |
Mar. 31, 2021 |
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Debt Instrument [Line Items] | ||||
Loan amount | $ 1,015 | $ 1,015 | ||
Proceeds from Convertible Promissory Notes | $ 38,700 | $ 38,796 | ||
PPP Loan | ||||
Debt Instrument [Line Items] | ||||
Loan amount | $ 1,000 | |||
Loan term | 2 years | |||
Stated interest rate (as a percent) | 1.00% | |||
Principal and interest deferment period | 6 months |
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2021
USD ($)
item
|
Dec. 31, 2020
item
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Apr. 16, 2021
employee
item
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Supply Commitment [Line Items] | |||
Number of Employees | employee | 2 | ||
Number of company contractors | item | 2 | ||
Number of counts in amended complaint | item | 28 | ||
Number of subpoenas received | item | 2 | 2 | |
Supply Agreement with Samsung and LG Energy Solution | |||
Supply Commitment [Line Items] | |||
2021 | $ | $ 16.3 | ||
2022 | $ | 139.4 | ||
2023 | $ | $ 273.6 | ||
Minimum | Supply Agreement with Samsung and LG Energy Solution | |||
Supply Commitment [Line Items] | |||
Supply agreement term | 4 years | ||
Maximum | Supply Agreement with Samsung and LG Energy Solution | |||
Supply Commitment [Line Items] | |||
Supply agreement term | 5 years |
Consolidated Balance Sheets (Parenthetical) - $ / shares |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Jun. 30, 2019 |
Apr. 30, 2019 |
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Balance Sheets | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common stock, shares issued | 176,579,376 | 168,007,960 | 68,279,182 | ||
Common stock, shares outstanding | 176,579,376 | 168,007,960 | 68,279,182 |
Consolidated Statement of Operations - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | 8 Months Ended | 12 Months Ended | |
---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2020 |
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Operating expenses | ||||
Selling and administrative expenses | $ 14,394 | $ 3,522 | $ 4,526 | $ 28,787 |
Research and development expenses | 91,812 | 8,468 | 5,865 | 73,694 |
Total operating expenses | 106,206 | 11,990 | 10,391 | 102,481 |
Loss from operations | (106,206) | (11,990) | (10,391) | (102,481) |
Other (expense) income | ||||
Other expense | (19,132) | 126 | (20,866) | |
Interest expense | 127 | (1) | (703) | |
Loss before income taxes | (125,211) | (11,865) | (10,391) | (124,050) |
Income tax expense | 0 | |||
Net loss | $ (125,211) | $ (11,865) | $ (10,391) | $ (124,050) |
Loss per share attributable to common shareholders | ||||
Basic & Diluted (in dollars per share) | $ (0.72) | $ (0.16) | $ (0.15) | $ (1.28) |
Weighted-average number of common shares outstanding | ||||
Basic & Diluted (in shares) | 174,325 | 71,911 | 68,279 | 96,716 |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS |
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
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ORGANIZATION AND DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Lordstown Description of Business Lordstown Motors Corp., a Delaware corporation (“Lordstown” or the “Company”), is an automotive company with the goal of becoming an original equipment manufacturer (OEM) of electrically powered pickup trucks and vehicles for fleet customers in pursuit of accelerating the sustainable future and setting new standards in the industry. The Company is in its initial design and testing phase related to its production of the Endurance pickup truck and has yet to bring a completed product to market. Business Combination and Basis of Presentation The unaudited condensed consolidated interim financial statements of Lordstown have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to these rules and regulations. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in our Form 10-K/A. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments necessary for a fair presentation of our interim financial results. All such adjustments are of a normal and recurring nature. The results of operations for any interim period are not indicative of results for the full fiscal year. The accompanying unaudited condensed consolidated interim financial statements include our accounts and those of our controlled subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the financial statements and the amounts of expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. The condensed consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation. Certain amounts in the prior years’ balance sheet, consolidated statements of changes in stockholders’ equity and statements of cash flows and have been reclassified to conform to the current year presentation. On October 23, 2020 (the “Closing Date”), Diamond Peak Holdings Corp. (“DiamondPeak”) consummated the transactions contemplated by the agreement and plan of merger (the “Merger Agreement”), dated August 1, 2020, among DiamondPeak, Lordstown EV Corporation (formerly known as Lordstown Motors Corp.), a Delaware corporation (“Legacy LMC”), and DPL Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub merged with and into Legacy LMC with Legacy LMC surviving the merger (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). On the Closing Date, and in connection with the closing of the Business Combination (the “Closing”), DiamondPeak changed its name to Lordstown Motors Corp (the “Company”) and Legacy LMC became a wholly owned subsidiary of the Company. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock, par value $0.0001 per share, of Legacy LMC (“Legacy LMC Common Stock”) was converted into 55.8817 shares (the “Exchange Ratio”) of Class A common stock, par value $0.0001 per share, of the Company (“Class A common stock”), resulting in an aggregate of 75,918,063 shares of Class A common stock issued to Legacy LMC stockholders. At the Effective Time, each outstanding option to purchase Legacy LMC Common Stock (“Legacy LMC Options”), whether vested or unvested, was automatically converted into an option to purchase a number of shares of Class A common stock equal to the product of (x) the number of shares of Legacy LMC Common Stock subject to such Legacy LMC Option and (y) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per share of Legacy LMC Common Stock of such Legacy LMC Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, as in effect prior to the Closing, each outstanding share of DiamondPeak’s Class B common stock, par value $0.0001 per share, was automatically converted into one share of the Company’s Class A common stock at the Closing, resulting in an issuance of 7 million shares of Class A common stock in the aggregate. In connection with the Closing, the Company (a) issued and sold an aggregate of 50 million shares of Class A common stock for $10.00 per share at an aggregate purchase price of $500 million pursuant to previously announced subscription agreements with certain investors (the “PIPE Investors”), (b) issued an aggregate of approximately 4 million shares of Class A common stock to holders of $40 million in aggregate principal amount plus accrued interest, of Legacy LMC convertible promissory notes at a conversion price of $10.00 per share upon automatic conversion of such notes (the “Note Conversions”), and (c) issued warrants to purchase 1.6 million shares of Class A common stock (“BGL Warrants”) a purchase price of $10.00 per share to a third party. Additionally, the Company assumed 9.3 million Public Warrants (as defined below) and 5.1 million Private Warrants (as defined below) both of which were originally issued by DiamondPeak with an exercise price of $11.50. In December 2020, 2.7 million of the Public Warrants were exercised which resulted in $30.7 million in proceeds. In January 2021, a significant portion of the remaining Public Warrants and 0.6 million of the Private Warrants were exercised upon payment of the cash exercise price, which resulted in cash proceeds of $82.0 million. As of March 31, 2021, there were 2.3 million Private Warrants, 1.6 million BGL Warrants and no Public Warrants outstanding. See further discussion related to the accounting of the Public Warrants and Private Warrants in Note 3.
Pursuant to the Business Combination, the merger between a DiamondPeak and Legacy LMC was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, Legacy LMC was deemed to be the accounting acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy LMC issuing stock for the net assets of DiamondPeak, accompanied by a recapitalization. The net assets of DiamondPeak are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy LMC. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. As part of the Business Combination, we recorded $644.6 million in equity for the recapitalization, net of transaction costs and $100.9 million in liabilities related to the Public and Private Warrants described in Note 3. The Company received cash proceeds of $701.5 million as a result of the Business Combination which was net of the settlement of the $20.8 million Related party note payable and $23.2 million in property purchased through equity both as described in Note 4. Additionally, a $5 million Convertible Note and the $5.9 million amount in Due to related party as described in Note 7 were also settled in conjunction with the Business Combination. Liquidity and Going Concern The accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company had cash and cash equivalents of approximately $587.0 million and an accumulated deficit of $259.7 million at March 31, 2021 and a net loss of $125.2 million for the quarter ended March 31, 2021. Since inception, the Company has been developing its flagship vehicle, the Endurance, an electric full-size pickup truck. The Company’s ability to continue as a going concern is dependent on its ability to complete the development of its electric vehicles, obtain regulatory approval, begin commercial scale production and launch the sale of such vehicles. The Company believes that its current level of cash and cash equivalents are not sufficient to fund commercial scale production and the launch of sale of such vehicles. These conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements. To alleviate these conditions, management is currently evaluating various funding alternatives and may seek to raise additional funds through the issuance of equity, mezzanine or debt securities, through arrangements with strategic partners or through obtaining credit from government or financial institutions. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry. |
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Description of Business Lordstown Motors Corp., a Delaware corporation (“Lordstown” or the “Company”), is an automotive company with the goal of becoming an original equipment manufacturer (OEM) of electrically powered pickup trucks and vehicles for fleet customers in pursuit of accelerating the sustainable future and setting new standards in the industry. The Company is in its initial design and testing phase related to its production of the Endurance pickup truck and has yet to bring a completed product to market. Business Combination and Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiary. All intercompany accounts and transactions are eliminated upon consolidation. Certain amounts in the prior years’ balance sheet, consolidated statements of changes in stockholders’ equity and statements of cash flows and have been reclassified to conform to the current year presentation. On October 23, 2020 (the “Closing Date”), Diamond Peak Holdings Corp. (“DiamondPeak”), consummated the transactions contemplated by the agreement and plan of merger (the “Merger Agreement”), dated August 1, 2020, among DiamondPeak, Lordstown EV Corporation (formerly known as Lordstown Motors Corp.), a Delaware corporation (“Legacy LMC”), and DPL Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub merged with and into Legacy LMC with Legacy LMC surviving the merger (the “Merger”) and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). On the Closing Date, and in connection with the closing of the Business Combination (the “Closing”), DiamondPeak changed its name to Lordstown Motors Corp (the “Company”) and Legacy LMC became a wholly owned subsidiary of Diamond Peak. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock, par value $0.0001 per share, of Legacy LMC (“Legacy LMC Common Stock”) was converted into 55.8817 shares (the “Exchange Ratio”) of Class A common stock, par value $0.0001 per share, of the Company (“Class A common stock”), resulting in an aggregate of 75,918,063 shares of Class A common stock issued to Legacy LMC stockholders. At the Effective Time, each outstanding option to purchase Legacy LMC Common Stock (“Legacy LMC Options”), whether vested or unvested, was automatically converted into an option to purchase a number of shares of Class A common stock equal to the product of (x) the number of shares of Legacy LMC Common Stock subject to such Legacy LMC Option and (y) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per share of Legacy LMC Common Stock of such Legacy LMC Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, as in effect prior to the Closing, each outstanding share of DiamondPeak’s Class B common stock, par value $0.0001 per share, was automatically converted into one share of Class A common stock at the Closing, resulting in an issuance of 7 million shares of Class A common stock in the aggregate. In connection with the Closing, the Company (a) issued and sold an aggregate of 50 million shares of Class A common stock for $10.00 per share at an aggregate purchase price of $500 million pursuant to previously announced subscription agreements with certain investors (the “PIPE Investors”), (b) issued an aggregate of approximately 4 million shares of Class A common stock to holders of $40 million in aggregate principal amount plus accrued interest, upon automatic conversion of Legacy LMC convertible promissory notes into Class A common stock at a conversion price of $10.00 per share (the “Note Conversions”), and (c) issued warrants to purchase 1.6 million shares of Class A common stock (“BGL Warrants”) a purchase price of $10.00 per share to a third party. Additionally, the Company assumed 9.3 million Public Warrants (defined below) and 5.1 million Private Warrants (defined below) both of which were originally issued by DiamondPeak with an exercise price of $11.50. In December 2020, 2.7 million of the Public Warrants were exercised which resulted in $30.7 million in proceeds. In January 2021, a significant portion of the remaining Public Warrants and 0.6 million of the Private Warrants were exercised upon payment of the cash exercise price, which resulted in cash proceeds of $82.0 million.
Pursuant to the Business Combination, the merger between a DiamondPeak and Legacy LMC was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, Legacy LMC was deemed to be the accounting acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy LMC issuing stock for the net assets of DiamondPeak, accompanied by a recapitalization. The net assets of Diamond Peak are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy LMC. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. As part of the Business Combination, we recorded $644.6 million in equity for the recapitalization, net of transaction costs and $100.9 million in liabilities related to the Public Warrants and Private Warrants described in Note 4. The Company received cash proceeds of $701.5 million as a result of the Business Combination which was net of the settlement of the $20.8 million Related party note payable and $23.2 million in property purchased through equity both as described in Note 5. Additionally, the $5 million Convertible Note described in Note 6 and the $5.9 million amount in Due to related party as described in Note 9 were also settled in conjunction with the Business Combination. Liquidity and Going Concern The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company had cash and cash equivalents of approximately $629.8 million and an accumulated deficit of $134.4 million at December 31, 2020 and a net loss of $124.1 million for the year ended December 31, 2020. Since inception, the Company has been developing its flagship vehicle, the Endurance, an electric full-size pickup truck. The Company’s ability to continue as a going concern is dependent on its ability to complete the development of its electric vehicles, obtain regulatory approval, begin commercial scale production and launch the sale of such vehicles. The Company believes that our current level of cash and cash equivalents are not sufficient to fund commercial scale production and the launch of sale of such vehicles. These conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these consolidated financial statements. To alleviate these conditions, management is currently evaluating various funding alternatives and may seek to raise additional funds through the issuance of equity, mezzanine or debt securities, through arrangements with strategic partners or through obtaining credit from government or financial institutions. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry. |
RESTATEMENT OF CONSOLIDATED STATEMENTS |
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RESTATEMENT OF CONSOLIDATED STATEMENTS | NOTE 2 — RESTATEMENT OF CONSOLIDATED STATEMENTS The Company has restated its consolidated balance sheet as of December 31, 2020 and its consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended, along with certain related notes to such restated consolidated financial statements. On April 12, 2021, the SEC Staff released a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs") (the "SEC Staff Statement"). The SEC Staff Statement highlighted potential accounting implications of certain terms that are common in warrants issued in connection with initial public offerings of SPACs. The SEC Staff Statement clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants that could result in the warrants issued by SPACs being classified as a liability measured at fair value, with non-cash fair value adjustments recorded in earnings at each reporting period, rather than as equity. In light of the SEC Staff Statement, the Company re-evaluated its historical accounting for the following warrants issued by the Company as equity: (i) warrants (the “Public Warrants”) to purchase shares of Class A common stock, originally issued in our initial public offering (“Initial Public Offering”), (ii) warrants (the “Private Placement Warrants” and together with the Public Warrants and the BGL Warrants, the “Warrants”) to purchase Class A common stock issued in a private placement to our sponsor and anchor investor at the time of the Initial Public Offering, and (iii) the BGL Warrants. The rights of holders of the Warrants are governed by warrant agreements between American Stock Transfer & Trust Company, as warrant agent, and the Company (the “Warrant Agreements”). As of December 31, 2020, we had 13,380,680 Warrants outstanding. As of March 31, 2021, 2,306,418 Private Placement Warrants and 1,649,489 BGL Warrants were outstanding as a result of exercises of Public Warrants and Private Warrants for cash proceeds to the Company of approximately $82.0 million and redemption of the remaining Public Warrants during the quarter ended March 31, 2021. The Company’s management evaluated the terms of the Warrant Agreements and concluded that the Public and Private Warrants include the type of provisions (the “Provisions”) interpreted in the SEC Staff Statement that preclude these warrants from being classified as components of equity. As a result, the Company has reclassified the Public and Private Warrants as liabilities in the Company’s audited financial statements for the year ended December 31, 2020. The Public and Private Warrants were recorded in the Company’s consolidated financial statements as a result of the Business Combination between DiamondPeak and Lordstown EV Corporation (formerly known as Lordstown Motors Corp.) and the reverse recapitalization that occurred on October 23, 2020 and did not impact any reporting periods prior to the Business Combination. The Company determined that the fair value of the Public and Private Warrants was $100.9 million as of the date of the Business Combination. The Company recorded the changes in fair value of the Public and Private Warrants prior to settlement or period end within the statement of operations which totaled a charge $23.5 million for the year ended December 31, 2020. See further details related to the fair value of the Public and Private Warrants within Note 4. The Company also confirmed the accounting for the BGL Warrants and determined that the BGL Warrants are properly classified as equity as these warrants qualify as share-based compensation under ASC Topic 718. As part of this restatement, the Company also corrected other errors that were identified for the year ended December 31, 2020 including the reporting of capital assets acquired through accounts payable and certain events which occurred at the Closing of the Business Combination on the consolidated statement of cash flows and the disclosure of minimum purchase obligations. The table below summarizes the changes to our financial statements: (in thousands except for per share amounts)
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and cash equivalents Cash includes cash equivalents which are highly liquid investments that are readily convertible to cash. The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. The Company presents cash and cash equivalents within Cash and cash equivalents on the Balance Sheet. The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to significant credit risk. Property, plant and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Determination of useful lives and depreciation will begin once the assets are ready for their intended use. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repair expenditures are expensed as incurred, while major improvements that increase functionality of the asset are capitalized and depreciated ratably to expense over the identified useful life. Further, interest on any debt financing arrangement is capitalized to the purchased property, plant, and equipment if the requirements for capitalization are met. Long-lived assets, such as property, plant, and equipment are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. Intangible assets other than goodwill Intangible assets include patents, copyrights, trade secrets, know-how, software, and all other intellectual property and proprietary rights connected with the electric pickup truck and other electric vehicle technology owned by Workhorse and contributed in exchange for equity in the Company. Determination of useful lives will be over the period of economic benefit and the related amortization will begin once the intangible assets are placed in use. The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. Impairment losses are measured by comparing the estimated fair value of the asset group to its carrying value. Research and development costs The Company expenses research and development costs as they are incurred. Research and development costs consist primarily of personnel costs for engineering and research, prototyping costs, and contract and professional services. Stock-based compensation The Company has adopted ASC Topic 718, Accounting for Stock-Based Compensation (ASC 718), which establishes a fair value-based method of accounting for stock-based compensation plans. In accordance with ASC 718, the cost of stock-based awards issued to employees and non-employees over the awards' vest period is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, expected option life and risk-free interest rate. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. Further, pursuant to ASU 2016-09 – Compensation – Stock Compensation (Topic 718), the Company has elected to account for forfeitures as they occur. Warrants The Company accounts for its Public and Private Warrants as described in Note 3 in accordance with the guidance contained in ASC Topic 815-40-15-7D and 7F under which the Public Warrants and Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Public and Private Warrants as liabilities at their fair value and adjusts the Public and Private Warrants to fair value at each reporting period or at the time of settlement. Any change in fair value is recognized in the statement of operations. Income taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC 740). Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance against its deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC Topic 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASUs (collectively ASC 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASC 842 is effective for the Company beginning after December 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements.
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NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates in Financial Statement Preparation The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, if any, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents Cash includes cash equivalents which are highly liquid investments that are readily convertible to cash. The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. The Company presents cash and cash equivalents within Cash and cash equivalents on the Balance Sheet. The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to significant credit risk. Property, plant and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Determination of useful lives and depreciation will begin once the assets are ready for their intended use. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repair expenditures are expensed as incurred, while major improvements that increase functionality of the asset are capitalized and depreciated ratably to expense over the identified useful life. Further, interest on any debt financing arrangement is capitalized to the purchased property, plant, and equipment if the requirements for capitalization are met. Long-lived assets, such as property, plant, and equipment are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. Intangible assets other than goodwill Intangible assets include patents, copyrights, trade secrets, know-how, software, and all other intellectual property and proprietary rights connected with the electric pickup truck and other electric vehicle technology owned by Workhorse and contributed in exchange for equity in the Company. Determination of useful lives will be over the period of economic benefit and the related amortization will begin once the intangible assets are placed in use. The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. Impairment losses are measured by comparing the estimated fair value of the asset group to its carrying value. Research and development costs The Company expenses research and development costs as they are incurred. Research and development costs consist primarily of personnel costs for engineering and research, prototyping costs, and contract and professional services. Stock-based compensation The Company has adopted ASC Topic 718, Accounting for Stock-Based Compensation (“ASC Topic 718”), which establishes a fair value-based method of accounting for stock-based compensation plans. In accordance with ASC Topic 718, the cost of stock-based awards issued to employees and non-employees over the awards' vest period is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, expected option life and risk-free interest rate. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. Further, pursuant to ASU 2016-09 – Compensation – Stock Compensation (Topic 718), the Company has elected to account for forfeitures as they occur. Warrants The Company accounts for its Public and Private Warrants as described in Note 4 in accordance with the guidance contained in ASC Topic 815-40-15-7D and 7F under which the Public Warrants and Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Public and Private Warrants as liabilities at their fair value and adjusts the Public and Private Warrants to fair value at each reporting period or at the time of settlement. Any change in fair value is recognized in the statement of operations. Income taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC Topic 740). Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance against its deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC Topic 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. Recent accounting pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 extends the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 amendments are effective for the Company beginning January 1, 2020 and interim periods within fiscal years beginning after December 15, 2020. The Company adopted this guidance in 2020 but determined that there was no material impact on the consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASUs (collectively “ASC Topic 842”) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASC Topic 842 is effective for the Company beginning after December 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements.
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FAIR VALUE MEASUREMENTS |
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Dec. 31, 2020 |
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FAIR VALUE MEASUREMENTS | NOTE 3 — FAIR VALUE MEASUREMENTS The Company follows the accounting guidance in ASC Topic 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes when inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Public and Private Warrants are classified as a liability with any changes in the fair value recognized immediately in our condensed consolidated statements of operations. The following table summarizes the net (loss) gain on changes in fair value (in thousands) related to the Public and Private Warrants:
Observed prices for the Public Warrants are used as Level 1 inputs as they were actively traded until being redeemed in January 2021. The Private Warrants are measured at fair value using Level 3 inputs. These instruments are not actively traded and are valued using a Monte Carlo option pricing model that uses observable and unobservable market data as inputs. A Monte Carlo model was used to simulate a multitude of price paths to measure fair value of the Private Warrants. The Monte Carlo models two possible outcomes for the stock price each trading day – up or down – based on the prior day’s price. The calculations underlying the model specify the implied risk-neutral probability that the stock price will move up or down, and the magnitude of the movements, given the stock’s volatility and the risk-free rate. This analysis simulates possible paths for the stock price over the term of the Private Warrants. For each simulated price path, we evaluate the conditions under which the Company could redeem each Private Warrant for a fraction of whole shares of the underlying as detailed within the Warrant Agreement. If the conditions are met, we assume redemptions would occur, although the Private Warrant holders would have the option to immediately exercise if it were more advantageous to do so. For each simulated price path, if a redemption does not occur the holders are assumed to exercise the Private Warrants if the stock price exceeds the exercise price at the end of the term. Proceeds from either the redemption or the exercise of the Private Warrants are reduced to a present value amount at each measurement date using the risk-free rate for each simulated price path. Present value indications from iterated priced paths were averaged to derive an indication of value for the Private Warrants. At each measurement date, we use a stock price volatility input of 50%. This assumption considers observed historical stock price volatility of other companies operating in the same or similar industry as the Company over a period similar to the remaining term of the Private Warrants, as well as the volatility implied by the traded options of the Company. The risk-free rates utilized were 0.886% and 0.413% for the valuations as of March 31, 2021 and December 31, 2020, respectively. The following tables summarize the valuation of our financial instruments (in thousands):
The following table summarizes the changes in our Level 3 financial instruments (in thousands):
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NOTE 4 — FAIR VALUE MEASUREMENTS (RESTATED) The Company follows the accounting guidance in ASC Topic 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes when inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Public and Private Warrants are classified as a liability with any changes in the fair value recognized immediately in our consolidated statements of operations. The following table summarizes the net loss on changes in fair value (in thousands) related to the Public and Private Warrants:
Observed prices for the Public Warrants are used as Level 1 inputs as they were actively traded until being redeemed in January 2021. The Private Warrants are measured at fair value using Level 3 inputs. These instruments are not actively traded and are valued using a Monte Carlo option pricing model that uses observable and unobservable market data as inputs. A Monte Carlo model was used to simulate a multitude of price paths to measure fair value of the Private Warrants. The Monte Carlo models two possible outcomes for the stock price each trading day – up or down – based on the prior day’s price. The calculations underlying the model specify the implied risk-neutral probability that the stock price will move up or down, and the magnitude of the movements, given the stock’s volatility and the risk-free rate. This analysis simulates possible paths for the stock price over the term of the Private Warrants. For each simulated price path, we evaluate the conditions under which the Company could redeem each Private Warrant for a fraction of whole shares of the underlying as detailed within the Warrant Agreement. If the conditions are met, we assume redemptions would occur, although the Private Warrant holders would have the option to immediately exercise if it were more advantageous to do so. For each simulated price path, if a redemption does not occur the holders are assumed to exercise the Private Warrants if the stock price exceeds the exercise price at the end of the term. Proceeds from either the redemption or the exercise of the Private Warrants are reduced to a present value amount at each measurement date using the risk-free rate for each simulated price path. Present value indications from iterated priced paths were averaged to derive an indication of value for the Private Warrants. At each measurement date, we use a stock price volatility input of 50% for the Monte Carlo model. This assumption considers observed historical stock price volatility of other companies operating in the same or similar industry as the Company over a period similar to the remaining term of the Private Warrants, as well as the volatility implied by the traded options of the Company. The risk-free rates utilized were 0.458% and 0.413% for the valuations as of October 23, 2020 and December 31, 2020, respectively. The following tables summarize the valuation of our financial instruments (in thousands):
The following table summarizes the change in our Level 3 financial instruments (in thousands):
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PROPERTY, PLANT AND EQUIPMENT |
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Mar. 31, 2021 |
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PROPERTY, PLANT AND EQUIPMENT | NOTE 4 — PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net, consisted of the following: (in thousands)
Construction in progress is primarily comprised of retooling and construction at the Company's facility in Lordstown, Ohio to ready the plant to begin the manufacturing of electric vehicles. The Company is currently reengineering its production process, bringing acquired assets up to the level needed for production and evaluating assets that will be necessary in the production of the Endurance pickup truck. Completed assets will be transferred to their respective asset classes and depreciation will begin when an asset is ready for its intended use. As of March 31, 2021, manufacturing has not begun and thus no depreciation was recognized in 2021 or 2020. Property, plant and equipment consist of an idle assembly and manufacturing plant in Lordstown, Ohio. The facility is equipped with the tooling necessary to begin production of the Endurance pickup truck along with all personal property, purchased from GM in November 2019 for $20 million, recorded as a Note Payable. In early 2019, GM made the decision to halt manufacturing on its Chevrolet Cruze sedan which was manufactured at its Lordstown plant. The plant remained closed with no production until GM and the Company were able to agree on the terms of the asset purchase, which resulted in a purchase price significantly lower than the fair market value of the assets acquired. The cost of property, plant and equipment includes the value of the $20.0 million Note Payable, along with any directly attributable costs of bringing the asset to its working condition and location for intended use, including direct acquisition costs and capitalized interest. The Company recorded $0.1 million of capitalized during 2019 and $0.3 million during the quarter ended March 31, 2021 as the facility assets underwent activities necessary to bring them to their intended use. Beginning April 1, 2020, activity on the facility stopped due to the shutdown caused by the COVID-19 pandemic. As these activities were no longer ongoing, interest capitalization on the Note Payable was suspended. Therefore, interest from April 1, 2020 through the date of the Business Combination which totaled $0.4 million was expensed as incurred. As of the date of the Business Combination, our Note Payable totaled $20.8 million and was settled as part of the Business Combination. During the quarter ended March 31, 2020, the Company also purchased property from GM for $1.2 million which was recorded to construction in progress. The corresponding Due to related party balance was satisfied with equity at the consummation of the Business Combination as described in Note 1. See Note 7 for further details on the Due to related party balance. During the fourth quarter of 2020, we also recognized an additional $23.2 million of property that was exchanged for common stock as part of the Business Combination. See Note 7 for further details regarding this exchange. |
NOTE 5 — PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net, consisted of the following at December 31: (in thousands)
Construction in progress is primarily comprised of retooling and construction at the Company's facility in Lordstown, Ohio to ready the plant to begin manufacturing of the electric vehicles. The Company is currently reengineering its production process, bringing acquired assets up to the level needed for production and evaluating assets that will be necessary in the production of the Endurance pickup truck. Completed assets will be transferred to their respective asset classes and depreciation will begin when an asset is ready for its intended use. As of December 31, 2020, manufacturing has not begun and thus no depreciation was recognized in 2020 or .Property, plant and equipment consist of an idle assembly and manufacturing plant in Lordstown, Ohio. The facility is equipped with the tooling necessary to begin production of the Endurance pickup truck along with all personal property, purchased from GM in November 2019 for $20 million. In early 2019, GM made the decision to halt manufacturing on its Chevrolet Cruze sedan which was manufactured at its Lordstown plant. The plant remained closed with no production until GM and the Company were able to agree on the terms of the asset purchase, which resulted in a purchase price significantly lower than the fair market value of the assets acquired. The plant was acquired in exchange for a Note Payable (refer to Note 6 below). This note was satisfied with equity at the consummation of the Business Combination. The cost of property, plant and equipment includes the value of the note payable, along with any directly attributable costs of bringing the asset to its working condition and location for intended use, including direct acquisition costs and capitalized interest. During 2020, we recognized an additional $23.2 million of property that was exchanged for common stock as part of the Business Combination. The Company recorded $0.3 million and $0.1 million of capitalized interest during the year ended December 31, 2020 and during the period from April 30, 2019 to December 31, 2019, respectively, as the facility assets underwent activities necessary to bring them to their intended use. Beginning April 1, 2020, activity on the facility stopped due to the shutdown caused by the COVID-19 pandemic. As these activities were no longer ongoing, interest capitalization on the Note Payable was suspended. Therefore, interest from April 1, 2020 through the date of the Business Combination which totaled $0.4 million was expensed as incurred. Refer to Note 6 for further details on the Related party notes payable. During 2020, the Company received $2.4 million in connection with the sale of equipment it determined was not necessary for production. As the equipment was acquired for consideration below fair value in November 2019 as described above, the Company recorded a gain on sale of the asset for $2.3 million. Additionally, the Company purchased property from GM for $1.2 million which was recorded to CIP. |
RELATED PARTY NOTES PAYABLE |
12 Months Ended |
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Dec. 31, 2020 | |
RELATED PARTY NOTES PAYABLE | |
RELATED PARTY NOTES PAYABLE | NOTE 6 — RELATED PARTY NOTES PAYABLE On May 28, 2020, the Company entered into a Convertible Promissory Note (the “Convertible Note”) with GM that provides a financing to the Company of up to $10 million secured by the Company’s property, plant and equipment and intangible assets. Pursuant to the terms of the Convertible Note, the Company had the ability to periodically draw down on the Convertible note to meet its working capital needs. The $5 million balance of this note was converted to equity at closing of the Business Combination described in Note 1. On November 7, 2019, the Company entered into an Asset Transfer Agreement and Operating Agreement (collectively, the “Agreements”) with GM. The Company’s obligations payable pursuant to the Agreements were secured by the property, plant and equipment described in Note 5, as evidenced by the Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing entered into by Lordstown in favor of GM. The Company imputed interest of 5% on the $20 million purchase price until February 1, 2020 when the stated interest rate of 7% began per the terms of the Asset Transfer Agreement. Interest for the years ended December 31, 2020 and 2019 related to the Agreements totaled $0.7 million and $0.1 million, respectively, of which $0.4 million was capitalized as part of PP&E as described in Note 5 and $0.4 million expensed as incurred. This Related party note which totaled $20.8 million was converted to equity during the Business Combination described in Note 1. The outstanding balance as of December 31, 2019 was $20.1 million. |
INTANGIBLES OTHER THAN GOODWILL |
12 Months Ended |
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Dec. 31, 2020 | |
INTANGIBLES OTHER THAN GOODWILL | |
INTANGIBLES OTHER THAN GOODWILL | NOTE 7 — INTANGIBLES OTHER THAN GOODWILL Intangible assets include patents, copyrights, trade secrets, know-how, software, and all other intellectual property and proprietary rights (collectively referred to as “Licensed Technology”) connected with the electric pickup truck and other electric vehicle technology. The Licensed Technology was previously owned by Workhorse and contributed in exchange for common shares in the Company, which was valued at $11.1 million. The Company will amortize the acquired intangible when placed in use over 3 years which was the determined period of derived economic benefit. |
NOTE PAYABLE |
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NOTE PAYABLE | ||
NOTE PAYABLE | NOTE 8 — NOTE PAYABLE On April 17, 2020, LMC entered into a Promissory Note with The Huntington National Bank, which provides for a loan in the amount of $1 million (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The Paycheck Protection Program provides that the PPP Loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. During the quarter ended September 30, 2020, the Company entered into a “Placement Agency Agreement” with Maxim Group, LLC. Pursuant to the terms of the agreement, the Company issued “Convertible Promissory Notes” to a series of investors for proceeds worth $38.7 million net of transaction costs. During the year ended December 31, 2020, the Company recorded $0.3 million of interest related to the Convertible Promissory Notes. In connection with the Closing described in Note 1, the Company issued an aggregate of approximately 4 million shares of Class A common stock in exchange for the Convertible Promissory Notes which we reflected as a noncash transaction on the consolidated statement of cash flow. |
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NOTE PAYABLE | NOTE 5 — NOTE PAYABLE On April 17, 2020, LMC entered into a Promissory Note with The Huntington National Bank, which provides for a loan in the amount of $1 million (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The Paycheck Protection Program provides that the PPP Loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. |
DUE TO RELATED PARTY |
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Dec. 31, 2020 | |
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DUE TO RELATED PARTY | NOTE 9 — DUE TO RELATED PARTY In conjunction with the Operating Agreement prescribed in Note 6, the Company was required to reimburse GM for expenditures related to general plant maintenance and compliance associated with the Lordstown facility. The Company recorded expenses of $2.6 million during the period from April 30, 2019 to December 31, 2019, which is reflected in the balance sheet as of December 31, 2019 in to related party. We recorded expenses of $3.3 million during the year ended December 31, 2020. These amounts which totaled $5.9 million were converted to equity as part of the business combination. All expenses were recorded to the Selling and administrative expenses line item on the consolidated statements of operations. As of December 31, 2020, GM was no longer determined to be a related party. |
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STOCK-BASED COMPENSATION | NOTE 10 — STOCK-BASED COMPENSATION Legacy LMC’s 2019 Stock Option Plan (the “2019 Plan”) provides for the grant of incentive stock options (“ISO”) or non-qualified stock options (“NQSO) to purchase Legacy LMC common stock to officers, employees, directors, and consultants of Legacy LMC. Each Legacy LMC option from the 2019 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option under the 2020 Plan (defined below) to purchase a number of shares of common stock (each such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy LMC common stock subject to such Legacy LMC option immediately prior to the Business Combination and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy LMC option immediately prior to the consummation of the Business Combination, divided by (B) the Exchange Ratio. Except as specifically provided in the Business Combination Agreement, following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy LMC option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the exchanged options. At the Company’s special meeting of stockholders held on October 22, 2020, the stockholders approved the 2020 Stock Incentive Plan (the “2020 Plan”). The aggregate number of additional shares authorized for issuance under the 2020 plan will not exceed 13 million. The 2020 Plan provides for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, and performance units and performance shares intended to attract, retain, incentivize and reward employees, directors or consultants. The options are time-based and vest over the defined period in each individual grant agreement. The date at which the options are exercisable is defined in each agreement. The Board establishes the exercise price of the shares subject to an option at the time of the grant, provided, however, that (i) the exercise price of an ISO and NQSO shall not be less than 100% of the estimated fair value of the shares on the date of grant, and (ii) the exercise price of an ISO granted to a 10% shareholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. Stock options generally have a contractual life of . Options generally become exercisable between and three years after the date of grant and expire ten years from the date of the grant.The Company recognizes compensation expense for the shares equal to the fair value of the option at the time of grant. The expense is recognized on a straight-line basis over the vesting period of the awards. The estimated fair value of each stock option grant was computed using the following weighted average assumptions:
The expected volatility was estimated by management based on results from public companies in the industry. The expected term of the awards granted was assumed to be the contract life of the option as determined in the specific arrangement. The risk-free rate of return was based on market yields in effect on the date of each grant for United States Treasury debt securities with a maturity equal to the expected term of the award. The expected dividends are zero as the Company has not historically paid dividends. The activities of stock options are summarized as follows, including granted, exercised and forfeited for the period from April 30, 2019 to December 31, 2020 and for the year ended December 31, 2020: (in thousands except for per option values and years)
Total stock-based compensation expense for the year ended December 31, 2020 and for the period from April 30, 2019 to December 31, 2019 was $2.8 million and $0.3 million, respectively. As of December 31, 2020 and 2019, unrecognized compensation expense was $2.7 million and $4.4 million, respectively, for unvested options. |
CAPITAL STOCK AND EARNINGS PER SHARE |
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CAPITAL STOCK AND EARNINGS PER SHARE | NOTE 8 — CAPITAL STOCK AND EARNINGS PER SHARE Our Charter provides for 312 million authorized shares of capital stock, consisting of (i) 300 million shares of Class A stock and (ii) 12 million shares of preferred stock each with a par value of $0.0001. We had 176.6 million and 168.0 million shares of common stock and as of March 31, 2021 and December 31, 2020, respectively. FASB ASC Topic 260, Earnings Per Share, requires the presentation of basic and diluted earnings per share (EPS). Basic EPS is calculated based on the weighted average number of shares outstanding during the period. Dilutive EPS is calculated to include any dilutive effect of our share equivalents. For the three months ended March 31, 2021, our share equivalent included 4.5 million options,1.6 million BGL Warrants, and 2.3 million Private Warrants outstanding. None of the stock options or warrants were included in the calculation of diluted EPS because we recorded a net loss for the quarters ended March 31, 2021 and March 31, 2020 as including these instruments would be anti-dilutive. The weighted-average number of shares outstanding for basic and diluted loss per share is as follows: (in thousands)
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NOTE 11 — CAPITAL STOCK AND EARNINGS PER SHARE Our Charter provides for 312 million authorized shares of capital stock, consisting of (i) 300 million shares of Class A common stock and (ii) 12 million shares of preferred stock each with a par value of $0.0001. We had 168.0 million and 68.3 million shares of common stock and as of and 2019, respectively. ASC Topic 260, Earnings Per Share, requires the presentation of basic and diluted earnings per share (EPS). Basic EPS is calculated based on the weighted average number of shares outstanding during the period. Dilutive EPS is calculated to include any dilutive effect of our share equivalents. For the year ended December 31, 2020 our share equivalent included 5.3 million options,1.6 million BGL Warrants, 6.6 million Public Warrants and 5.1 million Private Warrants outstanding. None of the stock options or warrants were included in the calculation of diluted EPS because we recorded a net loss for the year ended December 31, 2020 as including these instruments would be anti-dilutive. The weighted-average number of shares outstanding for basic and diluted loss per share is as follows: (in thousands)
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INCOME TAXES |
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INCOME TAXES | NOTE 12 — INCOME TAXES The reconciliation of the statutory federal income tax with the provision for income taxes is as follows at December 31: (in thousands except for rate)
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided against deferred tax assets when, based on all available evidence, it is considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company cannot be certain that future taxable income will be sufficient to realize its deferred tax assets, and accordingly, a full valuation allowance has been provided on its deferred tax assets. Components of the Company's deferred tax assets are as follows at December 31:
At December 31, 2020 and 2019, respectively, the Company had $131.2 million and $10.0 million of federal net operating losses that carry forward indefinitely. No federal income taxes were paid during 2020 or 2019. |
COMMITMENTS AND CONTINGENCIES |
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COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES The Company has entered into supply agreements with Samsung and LG Energy Solution to purchase lithium-ion cylindrical battery cells. The agreements generally have initial terms, subject to earlier termination rights. The agreements also provide for certain pricing and minimum quantity parameters, including our obligation to purchase such minimum amounts which total approximately $16.3 million, $139.4 million and $273.6 million in 2021, 2022, and 2023, respectively, subject to change for increases in raw material pricing. - to five-yearThe Company is subject to various pending and threatened legal proceedings arising in the ordinary course of business. The Company records a liability for loss contingencies in the consolidated financial statements when a loss is known or considered probable and the amount can be reasonably estimated. Our provisions are based on historical experience, current information and legal advice, and they may be adjusted in the future based on new developments. Estimating probable losses requires the analysis of multiple forecasted factors that often depend on judgments and potential actions by third parties. On October 30, 2020, the Company, together with executive officers Mr. Burns, Mr. LaFleur, Mr. Post and Mr. Schmidt, and certain of our employees, were named as defendants in a lawsuit filed by Karma Automotive LLC (“Karma”) in the United States District Court for the Central District of California (“District Court”). On November 6, 2020, the District Court denied Karma’s request for a temporary restraining order. The parties engaged in discovery in anticipation of Karma seeking a preliminary injunction. To date, Karma has not moved for a preliminary injunction. Karma retained new counsel in March 2021. On April 16, 2021, Karma filed an Amended Complaint that added additional defendants (two Company employees and two Company contractors that were previously employed by Karma) and a number of additional claims alleging generally that the Company unlawfully poached key Karma employees and misappropriated Karma’s trade secrets and other confidential information. The Amended Complaint contains a total of 28 counts, including: (i) alleged violations under federal law of the Computer Fraud and Abuse Act and the Defend Trade Secrets Act, (ii) alleged violations of California law for misappropriation of trade secrets and unfair competition; (iii) common law claims for breach for breach of contract and tortious interference with contract; (iv) common law claims for breach of contract, including confidentiality agreements, employment agreements and the non-binding letter of intent; and (v) alleged common law claims for breach of duties of loyalty and fiduciary duties. The Amended Complaint also asserts claims for conspiracy, fraud, interstate racketeering activity, and violations of certain provisions of the California Penal Code relating to unauthorized computer access. Karma is seeking permanent injunctive relief and monetary damages. The Company is continuing to evaluate the matters asserted in the lawsuit, but intends to vigorously defend against these claims and believes there are strong defenses to the claims and the damages demanded. At this time, however, the Company cannot predict the outcome of this matter or estimate the possible loss or range of possible loss, if any. The proceedings are subject to uncertainties inherent in the litigation process. Between March 18 and April 8, 2021, four related putative class action lawsuits were filed against us and certain of our officers in the U.S. District Court for the Northern District of Ohio (“N.D. Ohio”) (Case Nos. 21-cv-616, 21-cv-633, 21-cv-720 and 21-cv-760), asserting violations of federal securities laws under Section 10(b) and Section 20(a) of the Exchange Act. The complaints generally allege that the Company and individual defendants made materially false and misleading statements relating to the vehicle pre-orders and production timeline. On May 13, 2021, a fifth putative class action was filed against us and certain current and former officers and directors in the N.D. Ohio (Case no. 21-cv-994), asserting similar securities laws violations as the first four class actions and that the defendants violated Section 14(a) of the Exchange Act by making materially false and misleading statements relating to the Merger. On May 14, 2021, a sixth putative class action was filed against us and certain officers in the N.D. Ohio (Case no. 21-cv-1021), asserting similar securities laws violations as the first four class actions and that certain individual defendants violated Section 20A of the Exchange Act through insider sales while in possession of nonpublic information relating to the Company. The court has issued orders consolidating these six class actions under the case caption Rico v. Lordstown Motors Corp. et al., 21-cv-616 (N.D. Ohio). Lead Plaintiff motions are also currently pending before the court. On April 28, 2021 and May 21, 2021, two stockholder derivative complaints were also filed against certain current and former officers and directors of the Company and DiamondPeak in the U.S. District Court for the District of Delaware (Case Nos. 21-cv-604 and 21-cv-724). These derivative complaints purport to bring claims on behalf of the Company against certain defendants for violations of the Exchange Act, breach of fiduciary duty, unjust enrichment, and insider trading, relating to the vehicle pre-orders, production timeline or Merger. We intend to vigorously defend against these claims. The proceedings are subject to uncertainties inherent in the litigation process. We cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any. The Company has also received two subpoenas from the SEC for the production of documents and information, including relating to the merger between DiamondPeak and Legacy Lordstown and pre-orders of vehicles. The Company is responding to the SEC’s requests and is cooperating with its inquiry. Except as described above, the Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. |
NOTE 13 — COMMITMENTS AND CONTINGENCIES (RESTATED) The Company has entered into supply agreements with Samsung and LG Energy Solution to purchase lithium-ion cylindrical battery cells. The agreements generally have initial terms, subject to earlier termination rights. The agreements provide for certain pricing and minimum quantity parameters, including our obligation to purchase such minimum amounts which total approximately $16.3 million, $139.4 million and $273.6 million in 2021, 2022, and 2023, respectively subject to change for increases in raw material pricing. - to five-yearThe Company is subject to various pending and threatened legal proceedings arising in the ordinary course of business. The Company records a liability for loss contingencies in the consolidated financial statements when a loss is known or considered probable and the amount can be reasonably estimated. Our provisions are based on historical experience, current information and legal advice, and they may be adjusted in the future based on new developments. Estimating probable losses requires the analysis of multiple forecasted factors that often depend on judgments and potential actions by third parties. On October 30, 2020, the Company, together with executive officers Mr. Burns, Mr. LaFleur, Mr. Post and Mr. Schmidt, and certain of our employees, were named as defendants in a lawsuit filed by Karma Automotive LLC (“Karma”) in the United States District Court for the Central District of California (“District Court”). On November 6, 2020, the District Court denied Karma’s request for a temporary restraining order. The parties engaged in discovery in anticipation of Karma seeking a preliminary injunction. To date, Karma has not moved for a preliminary injunction. Karma retained new counsel in March 2021. On April 16, 2021, Karma filed an Amended Complaint that added additional defendants (two Company employees and two Company contractors that were previously employed by Karma) and a number of additional claims alleging generally that the Company unlawfully poached key Karma employees and misappropriated Karma’s trade secrets and other confidential information. The Amended Complaint contains a total of 28 counts, including: (i) alleged violations under federal law of the Computer Fraud and Abuse Act and the Defend Trade Secrets Act, (ii) alleged violations of California law for misappropriation of trade secrets and unfair competition; (iii) common law claims for breach for breach of contract and tortious interference with contract; (iv) common law claims for breach of contract, including confidentiality agreements, employment agreements and the non-binding letter of intent; and (v) alleged common law claims for breach of duties of loyalty and fiduciary duties. The Amended Complaint also asserts claims for conspiracy, fraud, interstate racketeering activity, and violations of certain provisions of the California Penal Code relating to unauthorized computer access. Karma is seeking permanent injunctive relief and monetary damages. The Company is continuing to evaluate the matters asserted in the lawsuit, but intends to vigorously defend against these claims and believes there are strong defenses to the claims and the damages demanded. At this time, however, the Company cannot predict the outcome of this matter or estimate the possible loss or range of possible loss, if any. The proceedings are subject to uncertainties inherent in the litigation process. Between March 18 and April 8, 2021, four related putative class action lawsuits were filed against us and certain of our officers in the U.S. District Court for the Northern District of Ohio (“N.D. Ohio”) (Case Nos. 21-cv-616, 21-cv-633, 21-cv-720 and 21-cv-760), asserting violations of federal securities laws under Section 10(b) and Section 20(a) of the Exchange Act. The complaints generally allege that the Company and individual defendants made materially false and misleading statements relating to the vehicle pre-orders and production timeline. On May 13, 2021, a fifth putative class action was filed against us and certain current and former officers and directors in the N.D. Ohio (Case no. 21-cv-994), asserting similar securities laws violations as the first four class actions and that the defendants violated Section 14(a) of the Exchange Act by making materially false and misleading statements relating to the Merger. On May 14, 2021, a sixth putative class action was filed against us and certain officers in the N.D. Ohio (Case no. 21-cv-1021), asserting similar securities laws violations as the first four class actions and that certain individual defendants violated Section 20A of the Exchange Act through insider sales while in possession of nonpublic information relating to the Company. The court has issued orders consolidating these six class actions under the case caption Rico v. Lordstown Motors Corp. et al., 21-cv-616 (N.D. Ohio). Lead Plaintiff motions are also currently pending before the court. On April 28, 2021 and May 21, 2021, two stockholder derivative complaints were also filed against certain current and former officers and directors of the Company and DiamondPeak in the U.S. District Court for the District of Delaware (Case Nos. 21-cv-604 and 21-cv-724). These derivative complaints purport to bring claims on behalf of the Company against certain individual defendants for violations of the Exchange Act, breach of fiduciary duty, unjust enrichment, and insider trading, relating to the vehicle pre-orders, production timeline, or Merger. We intend to vigorously defend against these claims. The proceedings are subject to uncertainties inherent in the litigation process. We cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any. The Company has also received two subpoenas from the SEC for the production of documents and information, including relating to the merger between DiamondPeak and Legacy Lordstown and pre-orders of vehicles. The Company is responding to the SEC’s requests and is cooperating with its inquiry. Except as described above, the Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.
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RELATED PARTY TRANSACTIONS |
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RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 7 — RELATED PARTY TRANSACTIONS On November 7, 2019, the Company entered into an Asset Transfer Agreement, Operating Agreement and separate Mortgage Agreement (collectively, the “Agreements”) with GM. Pursuant to the Agreements, the Company incurred debt to GM recorded as a Note Payable in the principal amount of $20.0 million, secured by the real property described in Note 4. The Company had imputed interest of 5% on the Note Payable until February 1, 2020 when the stated interest rate of 7% began per the terms of the Agreement. Interest for the three months ended March 31, 2020 totaled $0.3 million which was capitalized as part of PP&E as described in Note 4. This note which totaled $20.8 million as of the date of the Closing, was converted to equity during the Business Combination described in Note 1. In conjunction with the Operating Agreement described above, the Company was also required to reimburse GM for expenditures related to general plant maintenance and compliance associated with the Lordstown facility. The Company recorded expenses of $2.1 million during the three months ended March 31, 2020 on the Statement of Operations. Additionally, during the quarter ended March 31, 2020, the Company purchased property from GM for $1.2 million which was recorded to CIP. As of the date of the Closing described in Note 1, we had accrued a total of $5.9 million as a Due to Related Party liability which was converted to equity as part of the Business Combination. On May 28, 2020, the Company entered into a Convertible Promissory Note (the “Convertible Note”) with GM that provided financing to the Company of up to $10.0 million secured by the Company’s property, plant and equipment and intangible assets. Pursuant to the terms of the Convertible Note, the Company had the ability to periodically draw down on the Convertible Note to meet its working capital needs. The balance of this note was converted to equity at closing of the Business Combination described in Note 1. In August 2020, we entered into an emissions credit agreement with GM pursuant to which, and subject to the terms of which, during the first annual production/model years wherein we produce vehicles at least ten months out of the production/model year, the counterparty will have the option to purchase such emissions credits as well as emissions credits from any other U.S. state, country or jurisdiction generated by vehicles produced by us not otherwise required by us to comply with emissions laws and regulations at a purchase price equal to 75% of the fair market value of such credits. While we plan for our first annual production/model years for the purpose of this agreement to be 2022, 2023 and 2024, it is possible that this agreement could extend beyond these model years if we do not achieve or more months of production during those annual production/model years.As of December 31, 2020, GM was no longer determined to be a related party. On November 7, 2019, the Company entered into a transaction with Workhorse Group Inc., for the purpose of obtaining certain intellectual property. In connection with granting this license, Workhorse Group received 10% of the outstanding Legacy Lordstown common stock and was entitled to royalties of 1% of the gross sales price of the first 200,000 vehicle sales. In November 2020, we pre-paid a royalty payment to Workhorse Group in the amount of $4.75 million. The upfront royalty payment represents an advance on royalties due on 1% of the gross sales price of the first 200,000 vehicles sold, but only to the extent that the aggregate amount of such royalty fees exceeds the amount paid upfront. As of March 31, 2021 and December 31, 2020, the royalties are recorded as prepaid expenses. These amounts will be amortized as a percent of each vehicle sold. |
NOTE 14 — RELATED PARTY TRANSACTIONS On November 7, 2019, the Company entered into an Asset Transfer Agreement, inclusive of an Operating Agreement, along with a separate Open-End Mortgage Agreement (collectively, the “Agreements”) with GM. Pursuant to the Agreements, the Company incurred indebtedness in the principal amount of $20.0 million, secured by the real property described in Note 4. Refer to Note 5 for further details on the related party Note Payable. On May 28, 2020, the Company entered into a Convertible Promissory Note with GM that provides a financing option to the Company of up to $10.0 million. Refer to Note 5 for further details on the Note. In August 2020, we entered into an emissions credit agreement with GM pursuant to which, and subject to the terms of which, during the first annual production/model years wherein we produce vehicles at least ten months out of the production/model year, the counterparty will have the option to purchase such emissions credits as well as emissions credits from any other U.S. state, country or jurisdiction generated by vehicles produced by us not otherwise required by us to comply with emissions laws and regulations at a purchase price equal to 75% of the fair market value of such credits. While we expect that our first annual production/model years for the purpose of this agreement will be 2022, 2023 and 2024, it is possible that this agreement could extend beyond these model years if we do not achieve or more months of production during those annual production/model years.As of December 31, 2020, GM was no longer determined to be a related party. On November 7, 2019, the Company entered into a transaction with Workhorse Group Inc., for the purpose of obtaining certain intellectual property. In connection with granting this license, Workhorse Group received 10% of the outstanding Legacy Lordstown common stock and was entitled to royalties of 1% of the gross sales price of the first 200,000 vehicle sales. In November 2020, we pre-paid a royalty payment to Workhorse Group in the amount of $4.75 million. The upfront royalty payment represents an advance on royalties due on 1% of the gross sales price of the first 200,000 vehicles sold, but only to the extent that the aggregate amount of such royalty fees exceeds the amount paid upfront. As of December 31, 2020, the royalties are recorded as prepaid expenses and will be amortized as a percent of each vehicle sold. |
LEASE COMMITMENTS |
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LEASE COMMITMENTS | NOTE 15 — LEASE COMMITMENTS The Company leases certain facilities. Minimum annual rental commitments at December 31, 2020 under the operating leases are as follows:
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Use of Estimates in Financial Statement Preparation | Use of Estimates in Financial Statement Preparation The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, if any, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
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Cash and cash equivalents | Cash and cash equivalents Cash includes cash equivalents which are highly liquid investments that are readily convertible to cash. The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. The Company presents cash and cash equivalents within Cash and cash equivalents on the Balance Sheet. The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to significant credit risk. |
Cash and cash equivalents Cash includes cash equivalents which are highly liquid investments that are readily convertible to cash. The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. The Company presents cash and cash equivalents within Cash and cash equivalents on the Balance Sheet. The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to significant credit risk. |
Property, plant and equipment | Property, plant and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Determination of useful lives and depreciation will begin once the assets are ready for their intended use. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repair expenditures are expensed as incurred, while major improvements that increase functionality of the asset are capitalized and depreciated ratably to expense over the identified useful life. Further, interest on any debt financing arrangement is capitalized to the purchased property, plant, and equipment if the requirements for capitalization are met. Long-lived assets, such as property, plant, and equipment are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. |
Property, plant and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Determination of useful lives and depreciation will begin once the assets are ready for their intended use. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repair expenditures are expensed as incurred, while major improvements that increase functionality of the asset are capitalized and depreciated ratably to expense over the identified useful life. Further, interest on any debt financing arrangement is capitalized to the purchased property, plant, and equipment if the requirements for capitalization are met. Long-lived assets, such as property, plant, and equipment are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. |
Intangible assets other than goodwill | Intangible assets other than goodwill Intangible assets include patents, copyrights, trade secrets, know-how, software, and all other intellectual property and proprietary rights connected with the electric pickup truck and other electric vehicle technology owned by Workhorse and contributed in exchange for equity in the Company. Determination of useful lives will be over the period of economic benefit and the related amortization will begin once the intangible assets are placed in use. The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. Impairment losses are measured by comparing the estimated fair value of the asset group to its carrying value. |
Intangible assets other than goodwill Intangible assets include patents, copyrights, trade secrets, know-how, software, and all other intellectual property and proprietary rights connected with the electric pickup truck and other electric vehicle technology owned by Workhorse and contributed in exchange for equity in the Company. Determination of useful lives will be over the period of economic benefit and the related amortization will begin once the intangible assets are placed in use. The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. Impairment losses are measured by comparing the estimated fair value of the asset group to its carrying value. |
Research and development costs | Research and development costs The Company expenses research and development costs as they are incurred. Research and development costs consist primarily of personnel costs for engineering and research, prototyping costs, and contract and professional services. |
Research and development costs The Company expenses research and development costs as they are incurred. Research and development costs consist primarily of personnel costs for engineering and research, prototyping costs, and contract and professional services. |
Stock-based compensation | Stock-based compensation The Company has adopted ASC Topic 718, Accounting for Stock-Based Compensation (ASC 718), which establishes a fair value-based method of accounting for stock-based compensation plans. In accordance with ASC 718, the cost of stock-based awards issued to employees and non-employees over the awards' vest period is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, expected option life and risk-free interest rate. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. Further, pursuant to ASU 2016-09 – Compensation – Stock Compensation (Topic 718), the Company has elected to account for forfeitures as they occur. Warrants The Company accounts for its Public and Private Warrants as described in Note 3 in accordance with the guidance contained in ASC Topic 815-40-15-7D and 7F under which the Public Warrants and Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Public and Private Warrants as liabilities at their fair value and adjusts the Public and Private Warrants to fair value at each reporting period or at the time of settlement. Any change in fair value is recognized in the statement of operations. Income taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC 740). Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance against its deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC Topic 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. |
Stock-based compensation The Company has adopted ASC Topic 718, Accounting for Stock-Based Compensation (“ASC Topic 718”), which establishes a fair value-based method of accounting for stock-based compensation plans. In accordance with ASC Topic 718, the cost of stock-based awards issued to employees and non-employees over the awards' vest period is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, expected option life and risk-free interest rate. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. Further, pursuant to ASU 2016-09 – Compensation – Stock Compensation (Topic 718), the Company has elected to account for forfeitures as they occur. |
Warrants | Warrants The Company accounts for its Public and Private Warrants as described in Note 4 in accordance with the guidance contained in ASC Topic 815-40-15-7D and 7F under which the Public Warrants and Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Public and Private Warrants as liabilities at their fair value and adjusts the Public and Private Warrants to fair value at each reporting period or at the time of settlement. Any change in fair value is recognized in the statement of operations. |
|
Income taxes | Warrants The Company accounts for its Public and Private Warrants as described in Note 3 in accordance with the guidance contained in ASC Topic 815-40-15-7D and 7F under which the Public Warrants and Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Public and Private Warrants as liabilities at their fair value and adjusts the Public and Private Warrants to fair value at each reporting period or at the time of settlement. Any change in fair value is recognized in the statement of operations. |
Income taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC Topic 740). Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance against its deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC Topic 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. |
Recent accounting pronouncements | Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASUs (collectively ASC 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASC 842 is effective for the Company beginning after December 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements. |
Recent accounting pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 extends the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 amendments are effective for the Company beginning January 1, 2020 and interim periods within fiscal years beginning after December 15, 2020. The Company adopted this guidance in 2020 but determined that there was no material impact on the consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASUs (collectively “ASC Topic 842”) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASC Topic 842 is effective for the Company beginning after December 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements. |
FAIR VALUE MEASUREMENTS (Tables) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
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Summary of the net loss on changes in fair value (in thousands) related to the Public and Private Warrants |
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The following table summarizes the net loss on changes in fair value (in thousands) related to the Public and Private Warrants:
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Summary of the valuation of financial instruments |
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The following tables summarize the valuation of our financial instruments (in thousands):
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Schedule of loss (gain) in fair value recognized in earnings |
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The following table summarizes the change in our Level 3 financial instruments (in thousands):
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PROPERTY, PLANT AND EQUIPMENT (Tables) |
3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
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Summary of property, plant and equipment, net |
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STOCK-BASED COMPENSATION (Tables) |
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Dec. 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCK-BASED COMPENSATION | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of fair value assumptions |
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Schedule of stock option activity |
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CAPITAL STOCK AND EARNINGS PER SHARE (Tables) |
3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
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CAPITAL STOCK AND EARNINGS PER SHARE | |||||||||||||||||||||||||||
Schedule of the weighted-average number of shares outstanding for basic and diluted loss per share |
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BASIC AND DILUTED LOSS PER SHARE | |||||||||||||||||||||||||||
Schedule of computation of basic and diluted loss per share |
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INCOME TAXES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of reconciliation of the statutory federal income tax |
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Schedule of deferred tax assets |
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LEASE COMMITMENTS (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of minimum annual rental commitments under operating leases |
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RESTATEMENT OF CONSOLIDATED STATEMENTS (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
Oct. 23, 2020 |
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Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warrants outstanding | 13,380,680 | ||
Cash proceeds from exercise of warrants | $ 82,016 | $ 30,692 | |
Fair value of warrants | $ 100,900 | ||
Loss / (Gain) on fair value adjustments included in earnings | 19,138 | $ 23,493 | |
Subsequent Event [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Cash proceeds from exercise of warrants | $ 82,000 | ||
Subsequent Event [Member] | B G L Warrants | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warrants outstanding | 1,649,489 | ||
Subsequent Event [Member] | Private Placement Warrants | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warrants outstanding | 2,306,418 |
FAIR VALUE MEASUREMENTS (Details) $ in Thousands |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2021
USD ($)
|
Dec. 31, 2020
USD ($)
|
Oct. 23, 2023 |
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Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Net loss on changes in fair value | $ (19,138) | $ (23,493) | |
Public Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Net loss on changes in fair value | (27,180) | (17,920) | |
Private Placement Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Net loss on changes in fair value | $ 8,042 | $ (5,573) | |
Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.50 | 0.50 | |
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.00886 | 0.00413 | 0.00458 |
FAIR VALUE MEASUREMENTS - Change in Level 3 Financial Instruments (Details) - Private Placement Warrants $ in Thousands |
12 Months Ended |
---|---|
Dec. 31, 2020
USD ($)
| |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Additions | $ 38,304 |
Ending balance | 43,877 |
Loss / (Gain) on fair value adjustments included in earnings | $ 5,573 |
RELATED PARTY NOTES PAYABLE (Details) - USD ($) $ in Thousands |
3 Months Ended | 7 Months Ended | 8 Months Ended | 12 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 23, 2020 |
Mar. 31, 2021 |
Mar. 31, 2020 |
Oct. 23, 2020 |
Dec. 31, 2019 |
Dec. 31, 2020 |
Dec. 31, 2019 |
May 28, 2020 |
Feb. 01, 2020 |
Jan. 31, 2020 |
Nov. 07, 2019 |
|
Debt Instrument [Line Items] | |||||||||||
Interest cost | $ 100 | $ 700 | |||||||||
Interest cost capitalized as part of PPE | 100 | 300 | |||||||||
Interest expense | $ 400 | ||||||||||
Outstanding balance | 20,142 | $ 20,142 | |||||||||
GM | Convertible Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 10,000 | ||||||||||
Conversion of note payable to equity | $ 5,000 | ||||||||||
GM | Note Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Conversion of note payable to equity | $ 20,800 | ||||||||||
Stated interest rate (as a percent) | 7.00% | 7.00% | 5.00% | ||||||||
Principal amount | $ 20,000 | ||||||||||
Interest cost capitalized as part of PPE | $ 300 | $ 300 | $ 400 | 100 | |||||||
Interest expense | $ 400 | ||||||||||
Outstanding balance | $ 20,100 | $ 20,100 |
INTANGIBLES OTHER THAN GOODWILL (Details) - Licensed technology $ in Millions |
12 Months Ended |
---|---|
Dec. 31, 2020
USD ($)
| |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset value | $ 11.1 |
Intangible asset useful life | 3 years |
NOTE PAYABLE (Details) - USD ($) $ in Thousands, shares in Millions |
3 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Oct. 23, 2020 |
Apr. 17, 2020 |
Sep. 30, 2020 |
Dec. 31, 2020 |
Mar. 31, 2021 |
|
Debt Instrument [Line Items] | |||||
Loan amount | $ 1,015 | $ 1,015 | |||
Proceeds from notes payable | $ 38,700 | 38,796 | |||
Class A common stock | |||||
Debt Instrument [Line Items] | |||||
Shares issued upon notes conversion | 4 | ||||
PPP Loan | |||||
Debt Instrument [Line Items] | |||||
Loan amount | $ 1,000 | ||||
Loan term | 2 years | ||||
Stated interest rate (as a percent) | 1.00% | ||||
Principal and interest deferment period | 6 months | ||||
Interest expense | $ 300 |
DUE TO RELATED PARTY (Details) - USD ($) $ in Thousands |
3 Months Ended | 8 Months Ended | 12 Months Ended | |
---|---|---|---|---|
Oct. 23, 2020 |
Mar. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2020 |
|
Related Party Transaction [Line Items] | ||||
Due to related party | $ 2,631 | |||
GM | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | $ 2,100 | 2,600 | $ 3,300 | |
Due to related party | $ 2,600 | |||
Amounts due to related parties converted to equity | $ 5,900 |
STOCK-BASED COMPENSATION (Details) shares in Millions |
12 Months Ended |
---|---|
Dec. 31, 2020
shares
| |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period | 10 years |
Shares authorized | 13 |
Minimum exercise price, as a percent of grant date fair value | 100.00% |
Minimum exercise price, as a percent of grant date fair value, awards to 10% shareholders | 110.00% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercisable period | 1 year |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercisable period | 3 years |
STOCK-BASED COMPENSATION - Weighted average assumptions (Details) |
8 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2019 |
Dec. 31, 2020 |
|
Weighted average assumptions | ||
Risk-free interest rate | 1.59% | |
Expected term (life) of options (in years) | 10 years | 10 years |
Expected dividends | 0.00% | |
Expected volatility | 50.00% | 50.00% |
Minimum | ||
Weighted average assumptions | ||
Risk-free interest rate | 1.73% | |
Maximum | ||
Weighted average assumptions | ||
Risk-free interest rate | 1.93% |
STOCK-BASED COMPENSATION - Stock option activity (Details) - $ / shares shares in Thousands |
8 Months Ended | 12 Months Ended | |
---|---|---|---|
Apr. 30, 2019 |
Dec. 31, 2019 |
Dec. 31, 2020 |
|
Number of Options | |||
Outstanding, beginning of period | 4,352 | ||
Granted (in shares) | 4,436 | 1,021 | |
Forfeited (in shares) | 84 | ||
Outstanding, end of period | 4,352 | 5,373 | |
Weighted Average Grant Date Fair Value per Option | |||
Outstanding, beginning of period | $ 1.09 | ||
Granted | $ 1.09 | 1.08 | |
Forfeited | 1.09 | ||
Outstanding, end of period | 1.09 | 1.09 | |
Weighted Average Exercise Price | |||
Outstanding, beginning of period | 1.79 | ||
Outstanding, end of period | $ 1.79 | $ 1.79 | |
Weighted Average Remaining Contractual Life (in years) | |||
Outstanding | 0 years | 8 years 10 months 24 days | 9 years |
STOCK-BASED COMPENSATION - Expense and Unrecognized (Details) - USD ($) $ in Millions |
8 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2019 |
Dec. 31, 2020 |
|
STOCK-BASED COMPENSATION | ||
Stock-based compensation expense | $ 0.3 | $ 2.8 |
Unrecognized compensation expense | $ 4.4 | $ 2.7 |
INCOME TAXES - Reconciliation of the statutory federal income tax (Details) - USD ($) $ in Thousands |
8 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2019 |
Dec. 31, 2020 |
|
Amount | ||
Federal tax benefit as statutory rates | $ (2,182) | $ (26,050) |
Stock-based compensation | 21 | 192 |
Other permanent differences | 1 | 32 |
Change in valuation allowance | $ 2,160 | 25,826 |
Total tax benefit | $ 0 | |
Rates | ||
Federal tax benefit as statutory rates | 21.00% | 21.00% |
Stock-based compensation, rate | 0.20% | 0.20% |
Change in valuation allowance, rate | 20.80% | 20.80% |
INCOME TAXES - Deferred tax assets (Details) - USD ($) $ in Thousands |
Dec. 31, 2020 |
Dec. 31, 2019 |
---|---|---|
Deferred tax assets: | ||
Non-qualified stock options | $ 436 | $ 50 |
Net operating losses | 27,550 | 2,110 |
Total deferred tax assets | 27,986 | 2,160 |
Valuation allowance | $ (27,986) | $ (2,160) |
INCOME TAXES (Details) - Domestic Tax Authority [Member] - USD ($) |
2 Months Ended | 6 Months Ended | 12 Months Ended | |
---|---|---|---|---|
Apr. 30, 2019 |
Jun. 30, 2019 |
Dec. 31, 2019 |
Dec. 31, 2020 |
|
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 10,000,000.0 | $ 131,200,000 | ||
Federal income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Details) $ in Thousands |
1 Months Ended | ||||
---|---|---|---|---|---|
Nov. 07, 2019
USD ($)
item
|
Nov. 30, 2020
USD ($)
item
|
Aug. 31, 2020 |
Oct. 23, 2020
USD ($)
|
May 28, 2020
USD ($)
|
|
GM | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | $ 5,900 | ||||
Agreement Term | 3 years | ||||
Agreement Term Qualifier Period | 10 months | ||||
Percentage of market price | 75.00% | ||||
GM | Convertible Note | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity | $ 10,000 | ||||
GM | Note Payable | |||||
Related Party Transaction [Line Items] | |||||
Principal amount | $ 20,000 | ||||
Transaction with Workhorse Group Inc | |||||
Related Party Transaction [Line Items] | |||||
Percentage ownership conveyed in connection with license agreement | 10.00% | ||||
Royalty percentage | 1.00% | 1.00% | |||
Prepaid Royalties | $ 4,750 | ||||
Number of vehicles subject to royalty | item | 200,000 | 200,000 |
LEASE COMMITMENTS (Details) $ in Thousands |
Dec. 31, 2020
USD ($)
|
---|---|
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2021 | $ 892 |
2022 | 919 |
2023 | 942 |
2024 | 956 |
2025 | 974 |
Thereafter | 1,003 |
Total minimum lease payments | $ 5,686 |
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