Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 000-53704 | |
Entity Registrant Name | WORKHORSE GROUP INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 26-1394771 | |
Entity Address, Address Line One | 100 Commerce Drive | |
Entity Address, City or Town | Loveland | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 45140 | |
City Area Code | 513 | |
Local Phone Number | 360-4704 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | WKHS | |
Entity Common Stock, Shares Outstanding | 70,629,331 | |
Entity Central Index Key | 0001425287 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 16,824,627 | $ 23,868,416 |
Restricted cash held in escrow | 0 | 1,000,000 |
Accounts receivable, less allowance for doubtful accounts of $0 at March 31, 2020 and December 31, 2019 | 48,830 | 7,921 |
Lease receivable, current | 33,100 | 33,100 |
Inventory, net | 2,630,824 | 1,798,146 |
Prepaid expenses | 4,756,923 | 4,812,088 |
Total current assets | 24,294,304 | 31,519,671 |
Noncurrent assets | ||
Property, plant and equipment, net | 6,768,619 | 6,830,181 |
Investment in LMC | 13,059,700 | 12,194,800 |
Lease receivable, long-term | 123,661 | 129,177 |
Total Assets | 44,246,284 | 50,673,829 |
Current liabilities: | ||
Accounts payable | 3,061,730 | 1,678,983 |
Accrued liabilities | 3,387,921 | 3,105,184 |
Warranty liability | 5,302,770 | 6,001,864 |
Warrant liability | 7,190,000 | 16,335,000 |
Customer deposits | 190,000 | 303,000 |
Current portion of Convertible Note, at fair value | 20,160,000 | 19,620,000 |
Total current liabilities | 39,292,421 | 47,044,031 |
Long-term debt | 7,430,000 | 19,400,000 |
Mandatorily redeemable Series B preferred stock | 19,520,491 | 19,142,908 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Series A preferred stock, par value $0.001 per share, 75,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2020 and December 31, 2019 | 0 | 0 |
Common stock, par value $0.001 per share, 250,000,000 shares authorized, 69,493,836 shares issued and outstanding at March 31, 2020 and 67,105,000 shares issued and outstanding at December 31, 2019 | 69,494 | 67,105 |
Additional paid-in capital | 150,883,717 | 143,826,315 |
Accumulated deficit | (174,049,839) | (178,806,530) |
Accumulated other comprehensive income | 1,100,000 | 0 |
Total stockholders' deficit | (21,996,628) | (34,913,110) |
Total Liabilities and Stockholders' Deficit | $ 44,246,284 | $ 50,673,829 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 67,105,000 | |
Common stock, shares outstanding (in shares) | 67,105,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Net sales | $ 84,300 | $ 364,182 |
Cost of sales | 1,747,975 | 1,397,606 |
Gross loss | (1,663,675) | (1,033,424) |
Operating expenses | ||
Selling, general and administrative | 5,565,787 | 2,090,890 |
Research and development | 1,902,236 | 1,362,275 |
Total operating expenses | 7,468,023 | 3,453,165 |
Other income | 864,900 | 0 |
Loss from operations | (8,266,798) | (4,486,589) |
Interest (income) expense, net | (13,023,489) | |
Interest (income) expense, net | 1,777,583 | |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total | 4,756,691 | (6,264,172) |
Provision for income taxes | 0 | 0 |
Net income (loss) | $ 4,756,691 | $ (6,264,172) |
Net income (loss) attributable to common stockholders per share - basic (in usd per share) | $ 0.07 | $ (0.11) |
Net income (loss) attributable to common stockholders per share - diluted (in usd per share) | $ 0.06 | $ (0.11) |
Weighted average shares outstanding, basic (in shares) | 68,465,759 | 55,260,519 |
Weighted average shares outstanding, diluted (in shares) | 83,768,820 | 55,260,519 |
Statement of Comprehensive Inco
Statement of Comprehensive Income (Statement) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net income (loss) | $ 4,756,691 | $ (6,264,172) |
Comprehensive income (loss) | 5,856,691 | (6,264,172) |
Convertible Note, at fair value | ||
Credit risk adjustment in fair value of Convertible Note | 1,100,000 | |
Credit Risk | Convertible Note, at fair value | ||
Credit risk adjustment in fair value of Convertible Note | $ 1,100,000 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders Equity (Deficit) (Unaudited) - USD ($) | Total | Series A Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Dec. 31, 2018 | 0 | 58,270,934 | ||||
Beginning balance at Dec. 31, 2018 | $ (15,422,443) | $ 0 | $ 58,271 | $ 126,076,782 | $ (141,557,496) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock (in shares) | 3,226,056 | |||||
Issuance of common stock | 2,999,735 | $ 3,226 | 2,996,509 | |||
Shared based compensation | 691,070 | 691,070 | ||||
Net income (loss) | (6,264,172) | (6,264,172) | ||||
Ending balance at Mar. 31, 2019 | (17,995,810) | $ 0 | $ 61,497 | 129,764,361 | (147,821,668) | |
Ending balance (in shares) at Mar. 31, 2019 | 0 | 61,496,990 | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 67,105,000 | ||||
Beginning balance at Dec. 31, 2019 | (34,913,110) | $ 0 | $ 67,105 | 143,826,315 | (178,806,530) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock (in shares) | 432,112 | |||||
Issuance of common stock | 243,000 | $ 432 | 242,568 | |||
Common stock issued for payment of series B preferred stock dividend (in shares) | 308,642 | |||||
Common stock issued for payment of series B preferred stock dividend, value | 500,000 | $ 309 | 499,691 | |||
Conversion of convertible note (in shares) | 1,546,889 | |||||
Conversion of Convertible Note | 5,193,552 | $ 1,547 | 5,192,005 | |||
Common stock issued for interest payment on convertible note (in shares) | 101,193 | |||||
Common stock issued for interest on Convertible Note | 264,212 | $ 101 | 264,111 | |||
Shared based compensation | 859,027 | 859,027 | ||||
Net income (loss) | 4,756,691 | 4,756,691 | ||||
Other comprehensive income | 1,100,000 | $ 1,100,000 | ||||
Ending balance at Mar. 31, 2020 | $ (21,996,628) | $ 0 | $ 69,494 | $ 150,883,717 | $ (174,049,839) | $ 1,100,000 |
Ending balance (in shares) at Mar. 31, 2020 | 0 | 69,493,836 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 4,756,691 | $ (6,264,172) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | 171,761 | 96,687 |
Tooling expense | 353,786 | 0 |
Amortization of discount and debt issuance costs on long-term debt | 0 | 129,050 |
Amortization of discount on mandatorily redeemable Series B preferred stock | 377,583 | 0 |
Change in fair value of Convertible Note and loss on conversion to common stock | 5,136,448 | 0 |
Change in fair value of warrant liability | (9,145,000) | 568,066 |
Change in fair value of investment in LMC | (864,900) | 0 |
Dividends for mandatorily redeemable Series B preferred stock paid in common stock | 500,000 | 0 |
Interest on Convertible Note paid in common stock | 264,212 | 0 |
Stock-based compensation | 859,027 | 691,070 |
Effects of changes in operating assets and liabilities: | ||
Accounts and lease receivable | (35,393) | (351,138) |
Inventory | (832,678) | 42,818 |
Prepaid expenses | 55,165 | 225,761 |
Accounts payable and accrued liabilities | 1,665,484 | (747,229) |
Warranty liability | (699,094) | (147,602) |
Customer deposits | (113,000) | (12,000) |
Net cash used in operating activities | (7,822,804) | (5,768,689) |
Cash flows from investing activities: | ||
Capital expenditures | (463,985) | 0 |
Net cash used in investing activities | (463,985) | 0 |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 0 | 4,104,140 |
Issuance of common stock | 0 | 2,999,735 |
Exercise of warrants and options | 243,000 | 0 |
Net cash provided by financing activities | 243,000 | 7,103,875 |
Change in cash, cash equivalents and restricted cash | (8,043,789) | 1,335,186 |
Cash, cash equivalents and restricted cash, beginning of the period | 24,868,416 | 1,512,750 |
Cash and cash equivalents, end of the period | 16,824,627 | 2,847,936 |
Total cash, cash equivalents and restricted cash | 16,824,627 | $ 2,847,936 |
Conversion of convertible note, amount | 4,335,557 | |
Convertible Note, at fair value | ||
Fair value option, gain (loss) related to change in fair value | (11,400,000) | |
Credit Risk | Convertible Note, at fair value | ||
Fair value option, gain (loss) related to change in fair value | $ 1,100,000 |
Summary of Significant Accounti
Summary of Significant Accounting Principles | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Principles | SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING PRINCIPLES Nature of operations Workhorse Group Inc. (“Workhorse”, the “Company”, “we”, “us” or “our”) is a technology company focused on providing sustainable and cost-effective solutions to the commercial transportation sector. We are an American manufacturer who designs and builds high performance electric vehicles. As part of our solutions, we also develop cloud-based, real-time telematics performance monitoring systems that enable fleet operators to optimize energy and route efficiency. We are currently focused on bringing the C-Series electric delivery truck to market and fulfilling our existing backlog of orders. We are also exploring other opportunities in monetizing our intellectual property which could include a sale, license or other arrangement of assets that are outside of our core focus. Principles of consolidation The condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Basis of presentation The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has limited revenues and a history of negative working capital and stockholders’ deficits. Our existing capital resources are expected to be sufficient to fund our operations through the second quarter of 2020. Unless and until we are able to generate a sufficient amount of revenue, reduce our costs and/or enter into a strategic relationship, we expect to finance future cash needs through public and/or private offerings of equity securities and/or debt financings. If we are not able to obtain additional financing and/or substantially increase revenue from sales, we will be unable to continue as a going concern. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. In view of these matters, continuation as a going concern is dependent upon the continued operations of the Company, which, in turn, is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and successfully carry out its future operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary, should the Company not continue as a going concern. The Company has continued to raise capital and debt. Management believes the proceeds from these offerings, future offerings, and the Company’s anticipated revenue, provides an opportunity to continue as a going concern. If additional funding is required, the Company plans to obtain working capital from either debt or equity financing. Obtaining such working capital is not assured. The Company is currently in a production ramp up mode and placing greater emphasis on manufacturing capability. In the opinion of Management, the Unaudited Condensed Consolidated Financial Statements include all adjustments that are necessary for the fair presentation of Workhorse’s financial conditions, results of operations and cash flows for the interim periods presented. Such adjustments are of a normal, recurring nature. Intercompany balances and transactions are eliminated in consolidation. The results of operations and cash flows for the interim periods presented may not necessarily be indicative of full-year results. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of Workhorse contained in its Annual Report on Form 10-K for the year ended December 31, 2019. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | INVENTORY, NET Inventory, net consists of the following: March 31, 2020 December 31, 2019 Raw materials $ 4,489,572 $ 3,741,097 Work in process 422,176 422,176 Finished goods — — 4,911,748 4,163,273 Less inventory reserve (2,280,924) (2,365,127) Total inventory, net $ 2,630,824 $ 1,798,146 |
Investments in LMC
Investments in LMC | 3 Months Ended |
Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Investments in LMC | INVESTMENT IN LMC The Company has a ten percent ownership interest in Lordstown Motors Corp. ("LMC") with a value of $13.1 million and $12.2 million as of March 31, 2020 and December 31, 2019, respectively. The investment was obtained pursuant to the transaction with LMC described below. During the period, the Company received additional shares as part of its anti-dilution feature with LMC, which were valued at approximately $0.9 million. We have elected the measurement alternative allowed under generally accepted accounting principles ("GAAP") for our investment in LMC, which does not have a readily determinable fair value. Under the measurement alternative, we measure this investment at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions in an identical or similar investment in LMC. At each reporting period, we evaluate our investment in LMC to determine if there are any events or circumstances that are likely to have a significant adverse effect on the fair value of the investment. Examples of such impairment indicators include, but are not limited to, a significant deterioration in earnings performance, recent financing rounds at reduced valuations, a significant adverse change in the regulatory, economic or technological environment of an investee or a significant doubt about an investee’s ability to continue as a going concern. If we identify an impairment indicator, we will estimate the fair value of the investment and compare it to its carrying value. Our estimation of fair value considers financial information related to the investee available to us, including valuations based on recent third-party equity investments in the investee. If the fair value of the investment is less than its carrying value, the investment is impaired and an impairment loss equal to the difference between the investment’s carrying value and its fair value is recognized under the measurement alternative. LMC Transaction On November 7, 2019, the Company entered into a transaction with LMC (the "LMC Transaction") pursuant to which the Company granted LMC a perpetual and worldwide license to certain intellectual property relating to the Company’s W-15 electric pickup truck platform and its related technology (the “Licensed Intellectual Property”) for consideration as described below. LMC will endeavor to, among other things, raise sufficient third-party capital for the acquisition, retrofitting, and restart of the Lordstown Assembly Complex, and the ongoing operating costs, which amounts are expected to be significant (the “Capital Raise”). Consideration • A ten percent ownership interest in the common stock of LMC in exchange for the Company’s obligations under the License Agreement. The LMC common stock received provides the Company with anti-dilution rights for two years. • One percent of the aggregate debt and equity commitments funded to LMC upon completion of the Capital Raise (the "Minimum Royalty"). Any amount paid to the Company from the Capital Raise is non-refundable. • A one percent royalty on 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 as the Royalty Advance. • Upon completion of the Capital Raise, the Company intends to transfer approximately 6,000 existing Vehicles orders to LMC. LMC will pay a four percent commission on the gross sales price of any transferred orders fulfilled by LMC. The success of the Capital Raise is not within the Company’s control, and it therefore cannot provide assurance that it will receive the Royalty Advance or receive the projected underlying royalty from the production of Vehicles. The consideration includes a fixed and variable component: • The fixed component consists of the ten percent ownership interest in LMC and any amounts received under the Minimum Royalty. The fair value of the LMC ownership interest received was $12.2 million. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE Revenue Recognition Net sales include products and shipping and handling charges, net of estimates for customer allowances. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products. All revenue is recognized when we satisfy our performance obligations under the contract. We recognize revenue by transferring the promised products to the customer, with the majority of revenue recognized at the point in time the customer obtains control of the products. We recognize revenue for shipping and handling charges at the time the products are delivered to or picked up by the customer. The majority of our contracts have a single performance obligation and are short term in nature. Revenues related to repair and maintenance services are recognized over time as services are provided. Payment for used vehicles, services, and merchandise are typically received at the point when control transfers to the customer or in accordance with payment terms customary to the business. Accounts Receivable Credit is extended based upon an evaluation of the customer’s financial condition. Accounts receivable are stated at their estimated net realizable value. The allowance for doubtful accounts is based on an analysis of customer accounts and our historical experience with accounts receivable write-offs. As performance obligations are satisfied within one year from a given reporting date we omit disclosures of the transaction price apportioned to remaining performance obligations on open orders. Disaggregation of Revenue Our revenues related to the following types of business were as follows: Three Months Ended March 31, 2020 2019 Automotive $ — $ 240,000 Aviation 60,783 — Other 23,517 124,182 Total revenues $ 84,300 $ 364,182 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Note And Long-term Debt | CONVERTIBLE NOTE AND LONG-TERM DEBT Convertible Note consists of the following: March 31, 2020 December 31, 2019 Convertible Note, at fair value 27,590,000 39,020,000 Less current portion (20,160,000) (19,620,000) Convertible Note, net of current portion $ 7,430,000 $ 19,400,000 Convertible Note On December 9, 2019, the Company issued a $41.0 million par value Convertible Note (the "Convertible Note") due November 2022, with a stated interest rate of 4.50% per annum. The Company has elected to account for the Convertible Note using the fair value option allowed under GAAP. Interest is payable quarterly beginning February 1, 2020. The Convertible Note is initially convertible at a rate of $3.05 per share subject to change for anti-dilution adjustments or certain corporate events. The fair value of the Convertible Note as of March 31, 2020 and December 31, 2019 was $27.6 million and $39.0 million, respectively, and the contractual principal balance as of March 31, 2020 and December 31, 2019 was $36.0 million and $40.5 million, respectively. In electing the fair value option, the Company recognizes changes in fair value related to changes in credit risk, if any, in other comprehensive income and the remaining change in fair value in interest expense. For the three months ended March 31, 2020, the fair value of the Convertible Note decreased $11.4 million which included a $1.1 million adjustment to other comprehensive income attributed to changes in credit risk and a $5.1 million adjustment to interest expense. The change related to credit risk was primarily caused by an increase in credit rating yield for comparable companies during the period. During the three months ended March 31, 2020, $4.5 million par value of the Convertible Note was converted to 1,546,889 shares of common stock resulting in a loss of $0.9 million, which is included in interest expense. Any principal repayment of the Convertible Note is at 112% of the par value. Beginning March 1, 2020 the holder of the Convertible Note may require the Company to redeem up to $1.5 million par value ("Redemption Payment") of the Convertible Note monthly. Subject to certain limitations, the Company at its discretion can pay some or all of Redemption Payment in cash or shares of common stock. The Convertible Note is a senior secured obligation of the Company secured by substantially all assets of the Company and ranks senior to all unsecured debt of the Company. The Convertible Note contains certain covenants, including that we maintain at all times liquidity calculated as unrestricted, unencumbered cash and cash equivalents in a minimum of $8.0 million. The primary reason for electing the fair value option is for simplification and cost-benefit considerations of accounting for the Convertible Note (the hybrid financial instrument) at fair value in its entirety versus bifurcation of the embedded derivatives. The significant inputs to the valuation of the Convertible Note at fair value are Level 3 inputs since they are not observable directly. The fair value was determined using a binomial lattice valuation model, which is widely used for valuing convertible notes. The significant assumptions used in the model are the credit spread and volatility of the Company's common stock. The Convertible Note was issued with 15,459,016 warrants to purchase common stock of the Company. The exercise price is the greater of the conversion price of the Convertible Note on the day the warrants become exercisable or the weighted average 30 day price of our common stock. The initial exercise price was $3.05 per share. The warrants are only exercisable at the option of the Company following the full or partial redemption of the Convertible Note. The Convertible Note and the warrants were determined to be freestanding instruments and were accounted for separately. Purchase Warrants In December 31, 2018, the Company entered into a Credit Agreement (the "Credit Agreement"), with Marathon Asset Management, LP. In conjunction with entering into the Credit Agreement, the Company issued Common Stock Purchase Warrants (“Initial Warrants”) to purchase 8,053,390 shares of common stock at an exercise price of $1.25 per share. The Credit Agreement was paid in 2019, but the Initial Warrants are still outstanding. Until December 31, 2020, the Company must issue additional Warrants to the Lenders equal to 10%, in the aggregate, of any additional equity issuances on substantially the same terms and conditions of the Initial Warrants, except that (i) the expiration date shall be five years from the issuance date, (ii) the exercise price shall be equal to 110% of the issuance price per share in the relevant issuance, and (iii) the holder shall be entitled to exercise the warrant on a cashless basis at any time. Currently the Initial Warrants are classified as liability financial instruments and required to be marked-to-market at each balance sheet date with a corresponding charge to interest expense. As of March 31, 2020 and December 31, 2019, the warrant liability for the Initial Warrants was $7.2 million and $16.3 million, respectively. Any additional warrants issued in connection with the Credit Agreement have been classified as equity instruments and are not required to be marked-to-market at each balance sheet date. |
Mandatory Redeemable Series B P
Mandatory Redeemable Series B Preferred Stock | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Mandatory Redeemable Series B Preferred Stock | MANDATORILY REDEEMABLE SERIES B PREFERRED STOCK On June 5, 2019, the Company closed agreements for the sale of 1,250,000 units consisting of one share of Series B Preferred Stock (the “Preferred Stock”), with a stated value of $20.00 per share (the “Stated Value”) and a common stock purchase warrant to purchase 7.41 shares of the common stock (the “Warrants”) for an aggregate purchase price of $25.0 million. The Preferred Stock is not convertible and does not hold voting rights. The Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights upon liquidation, winding-up or dissolution. The Preferred Stock is entitled to annual dividends at a rate equal to 8.0% per annum on the Stated Value. Accrued dividends are payable quarterly in shares of common stock of the Company based on a fixed share price of $1.62. The Warrants have an exercise price of $1.62 per share and expire seven years from the date of issuance. In June 2023, the Company is required to redeem all the outstanding shares of the Preferred Stock at the Stated Value, plus accrued and unpaid dividends. At any time prior to such date, the Company may redeem any outstanding shares of Preferred Stock at the Stated Value, plus accrued and unpaid dividends. The aggregate number of shares of common stock issued in payment of dividends on the Preferred Stock when added to the number of shares of common stock issued upon exercise of any warrants shall not exceed 19.9% of either (a) the total number of shares of common stock outstanding on the date hereof; or (b) the total voting power of the Company’s securities outstanding on the date hereof that are entitled to vote on a matter being voted on by holders of the common stock, unless and until the Company obtains stockholder approval permitting such issuances. As the Preferred Stock is mandatorily redeemable, it is classified as a liability on the condensed consolidated balance sheets. All dividends payable on the Preferred Stock are classified as interest expense. The Preferred Stock and Warrants are considered freestanding financial instruments and have been accounted for separately. The Warrants are considered equity instruments and not marked-to-market at each reporting period. On the date of issuance, the value of the Warrants was $6.7 million, which was determined using the Black-Scholes valuation model. The fair value of the Warrants was recorded as an increase to additional paid-in capital and a discount of the Preferred Stock. The discount is being amortized to interest expense using the effective interest method through May 2023. Amortization of the discount was for the three months ended March 31, 2020 was $0.4 million. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION The Company maintains, as approved by the board of directors, the 2019 Stock Incentive Plan (the "Plan") providing for the issuance of stock-based based awards to employees, officers, directors or consultants of the Company. Non-qualified stock options may only be granted with an exercise price equal to the market value of the Company’s common stock on the grant date. Awards under the Plan may be either vested or unvested options, or unvested restricted stock. The Plan has authorized 8,000,000 shares for issuance of stock-based awards. As of March 31, 2020, there were shares available for issuance of future stock awards, which includes 8,042,278 shares available under the 2019 and 2017 incentive plans. Stock-based compensation expense The following table summarizes stock-based compensation expense: Three Months Ended March 31, 2020 2019 Stock options $ 80,430 $ 691,070 Restricted stock 778,597 — Total stock-based compensation $ 859,027 $ 691,070 Stock options The following table summarizes option activity for directors, officers, consultants and employees: Number of Options Weighted Weighted Weighted Balance, December 31, 2019 3,725,000 $ 2.32 Granted — Exercised — Forfeited — Expired (12,500) 2.74 Balance, March 31, 2020 3,712,500 $ 2.31 Number of options exercisable at March 31, 2020 3,128,500 $ 2.38 5.4 As of March 31, 2020, unrecognized compensation expense was $0.4 million for unvested options which is expected to be recognized over the next 2.0 years. Restricted stock The following table summarizes restricted stock activity: Number of Unvested Shares Weighted Average Grant Date Fair Value per Share Balance, December 31, 2019 1,768,726 $ 2.57 Granted — — Vested (282,112) 2.54 Forfeited — — Balance, March 31, 2020 1,486,614 $ 2.57 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES As the Company has not generated taxable income since inception, the cumulative deferred tax assets remain fully reserved, and no provision or liability for federal or state income taxes has been included in the financial statements. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 9. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted earnings per share is calculated using the treasury stock method, on the basis of the weighted average number of shares outstanding plus the dilutive effect, if any, of stock options, unvested restricted stock and warrants. The if converted method is used for determining the impact of the Convertible Note. The following table shows the computation of basic and diluted earnings per share: Three Months Ended March 31, 2020 2019 Net income (loss) $ 4,756,691 $ (6,264,172) Net income (loss) attributable to common stockholders $ 4,756,691 $ (6,264,172) Basic weighted average shares outstanding 68,465,759 55,260,519 Dilutive effect of options and warrants 15,303,061 — Diluted weighted average shares outstanding 83,768,820 55,260,519 Anti-dilutive options and warrants excluded from diluted average shares outstanding 5,066,931 22,752,782 Excluded from the table above are the warrant shares related to the Convertible Note, which represent 13,278,689 warrants calculated using the if converted method. The warrants are issuable at the option of the Company following the full or partial redemption of the Convertible Note. In the event the Convertible Note is redeemed, the percentage of the warrants that will be issued upon such redemption will be equal to the percentage of the principal amount at such time. Therefore, as the principal balance of the Convertible Note decreases, the number of potential warrants to be issued decreases proportionally. Also excluded from the table above are the shares on the conversion of the Convertible Note, which represent 14,137,319 shares of common stock calculated using the if converted method. The Convertible Note is convertible into shares of the Company's common stock. |
Recent Accounting Developments
Recent Accounting Developments | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Developments | 10. RECENT ACCOUNTING DEVELOPMENTS Accounting Guidance Not Yet Adopted |
Share Holders Equity (Deficit)
Share Holders Equity (Deficit) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS' EQUITY 2019 Stock Offerings In February 2019, the Company sold 1,616,683 shares of common stock to investors (the “February 2019 Investors”) for net proceeds of $1.5 million. Through July 2019, if the Company issued shares of its common stock for a lower price per share than the price paid by the February 2019 Investors (a “Down Round”), the Company was required to issue additional shares of common stock (for no additional consideration) resulting in the effective purchase price per share being equal to the purchase price per share paid in the Down Round. On May 1, 2019 the Down Round provision of the agreement was triggered and an additional 116,496 shares of common stock were issued to the February 2019 Investors which was accounted for as a $86,207 deemed dividend. The deemed dividend was recorded as a reduction of retained earnings and increase in additional paid-in-capital and increased the net loss to common shareholders by the same amount. Benjamin Samuels and Gerald Budde, directors of the Company, acquired 841,928 and 26,310 shares of common stock, respectively, as part of the February 2019 offering at a price per share of $0.95, which was above the closing price the date prior to close. They did not receive the Down Round protection. On June 22, 2017, the Company entered into an at the market issuance sales agreement with Cowen and Company, LLC under which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $25.0 million. For the three months ended March 31, 2019, the Company issued 1,609,373 shares under this agreement for net proceeds of approximately $1.5 million. This agreement was canceled in the first quarter of 2019. Warrants In connection with the issuance of debt, common stock and preferred stock, the Company issued warrants to purchase shares of the Company's common stock. The following table summarizes warrant activity: Number of Warrants Weighted Average Exercise Price per Warrant Balance, December 31, 2019 30,527,776 $ 1.82 Granted, Marathon debt 34,293 1.78 Exercised (173,809) 1.59 Expired (43,157) 1.40 Balance, March 31, 2020 30,345,103 $ 1.82 |
Other Transaction
Other Transaction | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Other Transactions | OTHER TRANSACTION On October 31, 2019, the Company and ST Engineering Hackney, Inc. ("Seller") entered into an Asset Purchase Agreement ("Purchase Agreement") to purchase certain assets of Seller ("Acquired Assets") and assume certain liabilities of Seller. Upon execution of the Purchase Agreement, the Company deposited $1.0 million in cash and shares of its common stock having a value of $6.6 million ("Escrow Shares") into an escrow account ("Escrow Account") as collateral. The number of Escrow Shares is subject to adjustment if the value of the Escrow Shares is less than $5.3 million or greater than $7.9 million on certain dates. In January 2020, the transaction closed and the initial payment of $1.0 million was released from the Escrow Account and recorded as a selling expense. The transaction will be accounted for as customer acquisition costs as the primary asset acquired is the right to bid on a customer contract. As each payment is made the Company will determine if there is future benefit associated with the contract and if it is determined that there is, the payment will be capitalized as a customer acquisition cost and expensed over the period of benefit. The purchase price for the Acquired Assets was $7.0 million, $1.0 million of which was payable from the Escrow Account upon satisfaction of certain conditions, and the remaining $6.0 million (the “Second Payment”) is payable in cash within 45 days if additional conditions are met. The Purchase Agreement provides that the Company shall make additional payments to Seller in the event the Second Payment is not made within 45 days of when the payment is due. In the event the Second Payment is not made to Seller within 105 days the payment is due, the Seller may, at its option, require that the escrow agent release to Seller Escrow Shares with a value (based on the then-current market price of the shares) equal to $6.0 million in satisfaction of the Second Payment. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1 — Quoted market prices in active markets for identical assets or liabilities. Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. The Company's warrant liability was measured at fair value using Level 3 inputs on issuance and at each reporting date. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the Company’s estimates are not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. Significant assumptions used in the fair value models include: the estimates of the redemption dates; credit spreads; dividend payments; and the market price and volatility of the Company’s common stock. The use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. The following table sets forth a reconciliation of the warrant liability: March 31, 2020 Warrant liability, beginning of year $ 16,335,000 Fair value of new warrants issued — Change in fair value for the period (9,145,000) Warrant liability, end of period $ 7,190,000 The Company's Convertible Note was measured at fair value using Level 3 inputs on issuance and at each reporting date. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the Company’s estimates are not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. Significant assumptions used in the fair value model includes: the estimates of the redemption dates; credit spreads; and the market price and volatility of the Company’s common stock. The use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. The following table sets forth a reconciliation of the Convertible Note: March 31, 2020 Convertible Note, beginning of year $ 39,020,000 Conversion of Convertible Note into common stock (4,335,557) Change in fair value for the period (5,994,443) Change in fair value for the period, attributed to changes in credit risk (1,100,000) Convertible Note, end of period $ 27,590,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. SUBSEQUENT EVENTS The Company evaluates events and transactions occurring subsequent to the date of the condensed consolidated financial statements for matters requiring recognition or disclosure in the condensed consolidated financial statements. The accompanying condensed consolidated financial statements consider events through the date on which the condensed consolidated financial statements were available to be issued. Paycheck Protection Program Term Note On April 14, 2020, the Company entered into a Paycheck Protection Program Term Note (“PNC Note”) with PNC Bank, N.A. (“PNC”) under the Paycheck Protection Program (the "Program") of the recently enacted Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") administered by the U.S. Small Business Administration. The Company received total proceeds of $1.4 million from the PNC Note. In accordance with the requirements of the CARES Act, the Company will use proceeds from the PNC Note primarily for payroll costs. Interest accrues on the PNC Note at the rate per annum of 1.00%. The Company may apply to PNC for forgiveness of the amount due on the PNC Note which shall be an amount equal to the sum of payroll costs, mortgage interest, rent obligations and covered utility payments incurred during the eight weeks following disbursement under the PNC Note. During the period from April 14, 2020 through the six-month anniversary of the date of the PNC Note (the “Deferral Expiration Date”), neither principal nor interest shall be due and payable during this deferral period. On the Deferral Expiration Date, the outstanding principal of the PNC Note that is not forgiven under the Program (the “Conversion Balance”) shall convert to an amortizing term loan. On November 15, 2020, all accrued interest that is not forgiven under the Program shall be due and payable. Additionally, on November 15, 2020 and continuing on the 15th day of each month thereafter until April 13, 2022 equal installments of principal shall be due and payable, each in an amount determined by dividing the Conversion Balance by 18 (the “Monthly Principal Amount”). Interest shall be payable at the same time as the Monthly Principal Amount. Any outstanding principal and accrued interest shall be due and payable in full on April 13, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Principles (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations And Principles Of Consolidation | Nature of operations Workhorse Group Inc. (“Workhorse”, the “Company”, “we”, “us” or “our”) is a technology company focused on providing sustainable and cost-effective solutions to the commercial transportation sector. We are an American manufacturer who designs and builds high performance electric vehicles. As part of our solutions, we also develop cloud-based, real-time telematics performance monitoring systems that enable fleet operators to optimize energy and route efficiency. We are currently focused on bringing the C-Series electric delivery truck to market and fulfilling our existing backlog of orders. We are also exploring other opportunities in monetizing our intellectual property which could include a sale, license or other arrangement of assets that are outside of our core focus. Principles of consolidation The condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Basis of Accounting | Basis of presentation The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has limited revenues and a history of negative working capital and stockholders’ deficits. Our existing capital resources are expected to be sufficient to fund our operations through the second quarter of 2020. Unless and until we are able to generate a sufficient amount of revenue, reduce our costs and/or enter into a strategic relationship, we expect to finance future cash needs through public and/or private offerings of equity securities and/or debt financings. If we are not able to obtain additional financing and/or substantially increase revenue from sales, we will be unable to continue as a going concern. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. In view of these matters, continuation as a going concern is dependent upon the continued operations of the Company, which, in turn, is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and successfully carry out its future operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary, should the Company not continue as a going concern. The Company has continued to raise capital and debt. Management believes the proceeds from these offerings, future offerings, and the Company’s anticipated revenue, provides an opportunity to continue as a going concern. If additional funding is required, the Company plans to obtain working capital from either debt or equity financing. Obtaining such working capital is not assured. The Company is currently in a production ramp up mode and placing greater emphasis on manufacturing capability. In the opinion of Management, the Unaudited Condensed Consolidated Financial Statements include all adjustments that are necessary for the fair presentation of Workhorse’s financial conditions, results of operations and cash flows for the interim periods presented. Such adjustments are of a normal, recurring nature. Intercompany balances and transactions are eliminated in consolidation. The results of operations and cash flows for the interim periods presented may not necessarily be indicative of full-year results. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of Workhorse contained in its Annual Report on Form 10-K for the year ended December 31, 2019. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. |
Revenue | Revenue Recognition Net sales include products and shipping and handling charges, net of estimates for customer allowances. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products. All revenue is recognized when we satisfy our performance obligations under the contract. We recognize revenue by transferring the promised products to the customer, with the majority of revenue recognized at the point in time the customer obtains control of the products. We recognize revenue for shipping and handling charges at the time the products are delivered to or picked up by the customer. The majority of our contracts have a single performance obligation and are short term in nature. Revenues related to repair and maintenance services are recognized over time as services are provided. Payment for used vehicles, services, and merchandise are typically received at the point when control transfers to the customer or in accordance with payment terms customary to the business. |
New Accounting Pronouncements | Accounting Guidance Not Yet AdoptedIn June 2016, the FASB issued an accounting standard update that revises the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. The guidance is effective for the Company on January 1, 2023, including interim periods and should be applied on a modified retrospective basis. The Company expects that the adoption of this guidance will not have a material impact on the Company's financial condition and operations. |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory, net consists of the following: March 31, 2020 December 31, 2019 Raw materials $ 4,489,572 $ 3,741,097 Work in process 422,176 422,176 Finished goods — — 4,911,748 4,163,273 Less inventory reserve (2,280,924) (2,365,127) Total inventory, net $ 2,630,824 $ 1,798,146 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | Our revenues related to the following types of business were as follows: Three Months Ended March 31, 2020 2019 Automotive $ — $ 240,000 Aviation 60,783 — Other 23,517 124,182 Total revenues $ 84,300 $ 364,182 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Convertible Note consists of the following: March 31, 2020 December 31, 2019 Convertible Note, at fair value 27,590,000 39,020,000 Less current portion (20,160,000) (19,620,000) Convertible Note, net of current portion $ 7,430,000 $ 19,400,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes option activity for directors, officers, consultants and employees: Number of Options Weighted Weighted Weighted Balance, December 31, 2019 3,725,000 $ 2.32 Granted — Exercised — Forfeited — Expired (12,500) 2.74 Balance, March 31, 2020 3,712,500 $ 2.31 Number of options exercisable at March 31, 2020 3,128,500 $ 2.38 5.4 |
Schedule of Stock Based Compensation Activity | The following table summarizes stock-based compensation expense: Three Months Ended March 31, 2020 2019 Stock options $ 80,430 $ 691,070 Restricted stock 778,597 — Total stock-based compensation $ 859,027 $ 691,070 The following table summarizes restricted stock activity: Number of Unvested Shares Weighted Average Grant Date Fair Value per Share Balance, December 31, 2019 1,768,726 $ 2.57 Granted — — Vested (282,112) 2.54 Forfeited — — Balance, March 31, 2020 1,486,614 $ 2.57 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table shows the computation of basic and diluted earnings per share: Three Months Ended March 31, 2020 2019 Net income (loss) $ 4,756,691 $ (6,264,172) Net income (loss) attributable to common stockholders $ 4,756,691 $ (6,264,172) Basic weighted average shares outstanding 68,465,759 55,260,519 Dilutive effect of options and warrants 15,303,061 — Diluted weighted average shares outstanding 83,768,820 55,260,519 Anti-dilutive options and warrants excluded from diluted average shares outstanding 5,066,931 22,752,782 |
Share Holders Equity (Deficit)
Share Holders Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Warrant Activity | The following table summarizes warrant activity: Number of Warrants Weighted Average Exercise Price per Warrant Balance, December 31, 2019 30,527,776 $ 1.82 Granted, Marathon debt 34,293 1.78 Exercised (173,809) 1.59 Expired (43,157) 1.40 Balance, March 31, 2020 30,345,103 $ 1.82 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following table sets forth a reconciliation of the warrant liability: March 31, 2020 Warrant liability, beginning of year $ 16,335,000 Fair value of new warrants issued — Change in fair value for the period (9,145,000) Warrant liability, end of period $ 7,190,000 The following table sets forth a reconciliation of the Convertible Note: March 31, 2020 Convertible Note, beginning of year $ 39,020,000 Conversion of Convertible Note into common stock (4,335,557) Change in fair value for the period (5,994,443) Change in fair value for the period, attributed to changes in credit risk (1,100,000) Convertible Note, end of period $ 27,590,000 |
Inventory (Details)
Inventory (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,489,572 | $ 3,741,097 |
Work in process | 422,176 | 422,176 |
Finished goods | 0 | 0 |
Gross inventory | 4,911,748 | 4,163,273 |
Less inventory reserve | 2,280,924 | 2,365,127 |
Total inventory, net | $ 2,630,824 | $ 1,798,146 |
Investments, All Other Investme
Investments, All Other Investments (Details) | Nov. 07, 2019vehiclesUSD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Anti-dilution feature, additional shares received, value | $ 900,000 | ||
Lordstown Motors Corp | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock issued (percentage) | 10.00% | 10.00% | 10.00% |
Fair value of ownership interest | $ 13,100,000 | $ 12,200,000 | |
Royalty advance | 1.00% | ||
Sales royalties | 1.00% | ||
Vehicles sold | vehicles | 200,000 | ||
Orders | 6,000 | ||
Commission percentage | 4.00% |
Revenue (Details)
Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 84,300 | $ 364,182 |
Automotive | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 240,000 |
Aviation | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 60,783 | 0 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 23,517 | $ 124,182 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Convertible Note, net of current portion | $ 7,430,000 | $ 19,400,000 |
Convertible Note, at fair value | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 27,590,000 | 39,020,000 |
Less current portion | $ 20,160,000 | $ 19,620,000 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) | Dec. 09, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | May 30, 2019 |
Debt Instrument [Line Items] | |||||
Additional warrant issuances | 10.00% | ||||
Warrants expiration period | 5 years | 7 years | |||
Warrant exercise price percentage | 110.00% | ||||
Warrant liability | $ 7,200,000 | $ 16,300,000 | |||
Convertible Note, at fair value | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 41,000,000 | ||||
Interest rate | 4.50% | ||||
Conversion price | $ 3.05 | ||||
Principal amount outstanding, convertible debt | 36,000,000 | $ 40,500,000 | |||
Fair value option, gain (loss) related to change in fair value | (11,400,000) | ||||
Financial liability, fair value option, unrealized gain (losses) during period | 1,100,000 | ||||
Convertible debt | $ 4,500,000 | ||||
Shares issued upon conversion | 1,546,889 | ||||
Redemption price, percentage | 112.00% | ||||
Periodic payment, principal | $ 1,500,000 | ||||
Liquidity requirements, cash and cash equivalents | $ 8,000,000 | ||||
Warrants to purchase of common stock shares (in shares) | 15,459,016 | ||||
Weighted average period, common stock, price | 30 days | ||||
Exercise price of warrants (in usd per share) | $ 3.05 | ||||
Convertible Note, at fair value | Interest Expense | |||||
Debt Instrument [Line Items] | |||||
Fair value option, gain (loss) related to change in fair value | $ (5,100,000) | ||||
Loss on conversion | 900,000 | ||||
Convertible Note, at fair value | Credit Risk | |||||
Debt Instrument [Line Items] | |||||
Fair value option, gain (loss) related to change in fair value | 1,100,000 | ||||
Financial liability, fair value option, unrealized gain (losses) during period | $ 1,100,000 | $ 0 | |||
Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Exercise price of warrants (in usd per share) | $ 1.25 | ||||
Warrants to purchase common stock (in shares) | 8,053,390 |
Mandatory Redeemable Series B_2
Mandatory Redeemable Series B Preferred Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Jun. 05, 2019 | May 30, 2019 | |
Class of Stock [Line Items] | |||
Warrants expiration period | 5 years | 7 years | |
Amortization of discount | $ 0.4 | ||
Mandatorily Redeemable Preferred Stock | |||
Class of Stock [Line Items] | |||
Warrant to purchase shares (in shares) | $ 1.62 | ||
Exercise price of warrants (in usd per share) | $ 1.62 | ||
Value of warrants issued with preferred stock | $ 6.7 | ||
Maximum | Mandatorily Redeemable Preferred Stock | |||
Class of Stock [Line Items] | |||
Exercise of warrants (percentage) | 19.90% | ||
Mandatory Redeemable Series B Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares issued (in shares) | 1,250 | ||
Preferred stock stated value (in usd per share) | $ 20 | ||
Aggregate purchase price, warrants | $ 25 | ||
Mandatory Redeemable Series B Preferred Stock | Mandatorily Redeemable Preferred Stock | |||
Class of Stock [Line Items] | |||
Warrant to purchase shares (in shares) | $ 7.41 | ||
Preferred stock dividend rate (percentage) | 8.00% | ||
Exercise price of warrants (in usd per share) | $ 7.41 | ||
Common Stock | Mandatorily Redeemable Preferred Stock | |||
Class of Stock [Line Items] | |||
Share price (in usd per share) | $ 1.62 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)shares | |
Options | |
Stock Based Compensation (Textual) | |
Shares authorized (in shares) | shares | 8,000,000 |
Shares available for grant (in shares) | shares | 8,042,278 |
Options | Directors, officers consultants and employees | |
Stock Based Compensation (Textual) | |
Unrecognized compensation expense | $ | $ 0.4 |
Unrecognized compensation expense, recognition period | 2 years |
Restricted Stock | Directors, officers consultants and employees | |
Stock Based Compensation (Textual) | |
Unrecognized compensation expense | $ | $ 3.4 |
Unrecognized compensation expense, recognition period | 2 years 2 months 12 days |
Stock Based Compensation - Shar
Stock Based Compensation - Share Based Compensation Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment arrangement, expense | $ 859,027 | $ 691,070 |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment arrangement, expense | 778,597 | 0 |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment arrangement, expense | $ 80,430 | $ 691,070 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock Option Activity (Details) - Options | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of options exercisable (in shares) | shares | 3,128,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted average exercise price per option, exercisable (in usd per share) | $ / shares | $ 2.38 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Weighted Average Remaining Contractual Life (Years) | 5 years 4 months 24 days |
Directors, Officers, Consultants and Employees | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of options outstanding, beginning balance (in options) | shares | 3,725,000 |
Number of options outstanding, granted (in options) | shares | 0 |
Number of options outstanding, exercised (in options) | shares | 0 |
Number of options outstanding, forfeited (in options) | shares | 0 |
Number of options outstanding, expired (in options) | shares | (12,500) |
Number of options outstanding, ending balance (in options) | shares | 3,712,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted average exercise price, beginning balance (in usd per option) | $ / shares | $ 2.32 |
Weighted average exercise price per option granted, exercise price (in usd per option) | $ / shares | |
Weighted average exercise price per option exercised, exercise price (in usd per option) | $ / shares | |
Weighted average exercise price per option forfeited, exercise price (in usd per option) | $ / shares | |
Weighted average exercise price per option expired, exercise price (in usd per option) | $ / shares | 2.74 |
Weighted average exercise price, ending balance (in usd per option) | $ / shares | $ 2.31 |
Stock Based Compensation - Rest
Stock Based Compensation - Restricted Stock (Details) - Restricted Stock | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Number of Shares | |
Equity instruments outstanding, beginning balance (in shares) | shares | 1,768,726 |
RSUs granted during period (in shares) | shares | 0 |
RSUs vested during period | shares | (282,112) |
RSUs forfeited during period (in shares) | shares | 0 |
Equity instruments outstanding, ending balance (in shares) | shares | 1,486,614 |
Weighted Average Grant Date Fair Value per Share | |
Weighted average grant date fair value, RSUs outstanding, beginning balance (in usd per share) | $ / shares | $ 2.57 |
Weighted average grant date fair value, RSUs outstanding, granted during period (in usd per share) | $ / shares | 0 |
Weighted average grant date fair value, RSUs outstanding, vested during period (in usd per share) | $ / shares | 2.54 |
Weighted average grant date fair value, RSUs outstanding, forfeited during period (in usd per share) | $ / shares | 0 |
Weighted average grant date fair value, RSUs outstanding, ending balance (in usd per share) | $ / shares | $ 2.57 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) | $ 4,756,691 | $ (6,264,172) |
Net loss attributable to common shareholders | $ 4,756,691 | $ (6,264,172) |
Weighted average shares outstanding, basic (in shares) | 68,465,759 | 55,260,519 |
Weighted average shares outstanding, diluted (in shares) | 83,768,820 | 55,260,519 |
Anti-dilutive options and warrants excluded from diluted average shares outstanding | 5,066,931 | 22,752,782 |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive effect of stock based awards (in shares) | 15,303,061 | 0 |
Convertible Note, at fair value | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive options and warrants excluded from diluted average shares outstanding | 14,137,319 | |
Convertible Note, at fair value | Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive options and warrants excluded from diluted average shares outstanding | 13,278,689 |
Share Holders Equity (Deficit_2
Share Holders Equity (Deficit) (Details Textual) - USD ($) | May 01, 2019 | Jun. 22, 2017 | Feb. 28, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Class of Stock [Line Items] | |||||
Issuance of common stock | $ 243,000 | $ 2,999,735 | |||
Convertible Note, at fair value | |||||
Class of Stock [Line Items] | |||||
Class of warrant or right, issued | 15,459,016 | ||||
Cowen Agreement | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock | $ 25,000,000 | ||||
Shares issued (in shares) | 1,609,373 | ||||
Proceeds from issuance | $ 1,500,000 | ||||
Private Placement | |||||
Class of Stock [Line Items] | |||||
Sale of stock (in usd per share) | $ 0.95 | ||||
Subscription Agreements | |||||
Class of Stock [Line Items] | |||||
Shares purchased (in shares) | 1,616,683 | ||||
Common stock purchase price | $ 1,500,000 | ||||
Purchase of additional common stock (in shares) | 116,496 | ||||
Deemed dividends | $ 86,207 | ||||
Benjamin Samuels | Private Placement | |||||
Class of Stock [Line Items] | |||||
Shares issued in public offering (in shares) | 841,928 | ||||
Gerald Budde | Private Placement | |||||
Class of Stock [Line Items] | |||||
Shares issued in public offering (in shares) | 26,310 |
Share Holders Equity (Deficit_3
Share Holders Equity (Deficit) (Details) - Warrant - $ / shares | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | |
Number of Shares | |||
Warrants outstanding, beginning balance (in shares) | 30,527,776 | ||
Number of warrants granted, marathon debt (in shares) | 34,293 | ||
Number of warrants exercised (in shares) | (173,809) | ||
Number of warrants expired (in shares) | (43,157) | ||
Warrants outstanding, ending balance (in shares) | 30,345,103 | ||
Weighted Average Exercise Price per Warrant | |||
Weighted average exercise price per warrant , ending balance (in usd per share) | $ 1.82 | $ 1.82 | $ 1.82 |
Weighted average exercise price per warrant granted, marathon debt (in usd per share) | 1.78 | ||
Weighted average exercise price per warrant, exercised (in usd per share) | 1.59 | ||
Weighted average exercise price per warrant, expired (in usd per share) | $ 1.40 |
Other Transaction (Details)
Other Transaction (Details) - ST Engineering Hackney, Inc. $ in Millions | Oct. 31, 2019USD ($) |
Other Transactions [Line Items] | |
Cash deposited into escrow | $ 1 |
Shares held in escrow | 6.6 |
Purchase price for acquired assets, cash | 7 |
Minimum | |
Other Transactions [Line Items] | |
Shares held in escrow | 5.3 |
Maximum | |
Other Transactions [Line Items] | |
Shares held in escrow | 7.9 |
First Payment | |
Other Transactions [Line Items] | |
Purchase price for acquired assets, payable | 1 |
Second Payment | |
Other Transactions [Line Items] | |
Purchase price for acquired assets, payable | $ 6 |
Production payment payable period | 45 days |
Second Payment | Maximum | |
Other Transactions [Line Items] | |
Production payment payable period | 105 days |
Fair Value Measurement - Warran
Fair Value Measurement - Warrants (Details) - Warrant | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, liability, beginning balance | $ 16,335,000 |
Fair value of new warrants issued | 0 |
Change in fair value for the period | (9,145,000) |
Fair value, liability, ending balance | $ 7,190,000 |
Fair Value Measurement - Conver
Fair Value Measurement - Convertible Note (Details) - Convertible Note, at fair value | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, liability, beginning balance | $ 39,020,000 |
Conversion of Convertible Note into common stock | (4,335,557) |
Change in fair value for the period | (5,994,443) |
Fair value option, gain (loss) related to change in fair value | (11,400,000) |
Fair value, liability, ending balance | 27,590,000 |
Credit Risk | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value option, gain (loss) related to change in fair value | $ 1,100,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Paycheck Protection Program Term Note $ in Millions | Apr. 14, 2020USD ($) |
Subsequent Event [Line Items] | |
CARES Act, proceeds from loans payable | $ 1.4 |
CARES Act, interest rate | 1.00% |
Uncategorized Items - wkhs-2020
Label | Element | Value |
Restricted Cash and Cash Equivalents | us-gaap_RestrictedCashAndCashEquivalents | $ 0 |
Restricted Cash and Cash Equivalents | us-gaap_RestrictedCashAndCashEquivalents | $ 1,000,000 |