Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-37673 | |
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 | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | WKHS | |
Entity Common Stock, Shares Outstanding | 140,185,565 | |
Entity Central Index Key | 0001425287 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 230,421,424 | $ 46,817,825 |
Restricted cash held in escrow | 0 | 194,411,242 |
Accounts and lease receivable, less allowance for credit losses of zero at September 30, 2021 and December 31, 2020, respectively | 96,449 | 1,132,164 |
Inventory, net | 61,504,713 | 15,467,012 |
Prepaid expenses | 34,615,183 | 32,759,216 |
Other current assets | 365,000 | 0 |
Total current assets | 327,002,769 | 290,587,459 |
Property, plant and equipment, net | 13,859,625 | 11,398,166 |
Investment in LMC | 0 | 330,556,744 |
Total Assets | 340,862,394 | 632,542,369 |
Current liabilities: | ||
Accounts payable | 6,020,838 | 4,790,763 |
Accrued liabilities and other | 8,508,956 | 5,995,302 |
Warranty liability | 4,891,998 | 5,400,000 |
Current portion of convertible notes, at fair value | 155,508,750 | 0 |
PPP Term Note | 0 | 1,411,000 |
Total current liabilities | 174,930,542 | 17,597,065 |
Other long-term liabilities | 207,040 | 207,040 |
Deferred tax liability | 0 | 21,833,930 |
Convertible notes, at fair value | 24,791,250 | 197,700,000 |
Total Liabilities | 199,928,832 | 237,338,035 |
Commitments and contingencies | ||
Stockholders’ Equity: | ||
Series A preferred stock, par value $0.001 per share, 75,000,000 shares authorized, zero shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, par value $0.001 per share, 250,000,000 shares authorized, 123,622,875 shares issued and outstanding as of September 30, 2021 and 121,922,532 shares issued and outstanding as of December 31, 2020 | 123,623 | 121,923 |
Additional paid-in capital | 505,281,242 | 504,112,442 |
Accumulated deficit | (354,271,303) | (109,030,031) |
Accumulated other comprehensive loss | (10,200,000) | 0 |
Total stockholders’ equity | 140,933,562 | 395,204,334 |
Total Liabilities and Stockholders’ Equity | $ 340,862,394 | $ 632,542,369 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
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) | 123,622,875 | 121,922,532 |
Common stock, shares outstanding (in shares) | 123,622,875 | 121,922,532 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Sales, net of returns and allowances | $ (576,602) | $ 564,707 | $ 1,147,334 | $ 740,949 |
Cost of sales | 11,549,187 | 2,815,242 | 32,570,616 | 6,074,577 |
Gross loss | (12,125,789) | (2,250,535) | (31,423,282) | (5,333,628) |
Operating expenses | ||||
Selling, general and administrative | 10,579,586 | 5,950,058 | 24,470,953 | 15,464,926 |
Research and development | 2,801,394 | 1,614,485 | 8,788,969 | 5,133,325 |
Total operating expenses | 13,380,980 | 7,564,543 | 33,259,922 | 20,598,251 |
Loss from operations | (25,506,769) | (9,815,078) | (64,683,204) | (25,931,879) |
Interest (income) expense, net | (18,599,130) | 74,315,644 | (23,040,886) | 185,638,961 |
Other loss (income) | 77,127,266 | 0 | 225,432,884 | (864,900) |
Loss before benefit for income taxes | (84,034,905) | (84,130,722) | (267,075,202) | (210,705,940) |
Benefit for income taxes | (2,919,491) | 0 | (21,833,930) | 0 |
Net loss | $ (81,115,414) | $ (84,130,722) | $ (245,241,272) | $ (210,705,940) |
Net loss per share of common stock | ||||
Basic (in usd per share) | $ (0.66) | $ (0.78) | $ (1.99) | $ (2.52) |
Diluted (in usd per share) | $ (0.77) | $ (0.78) | $ (2.07) | $ (2.52) |
Weighted average shares used in computing net loss per share of common stock | ||||
Basic (in shares) | 123,584,023 | 107,406,000 | 123,186,350 | 83,611,526 |
Diluted (in shares) | 129,251,351 | 107,406,000 | 128,853,678 | 83,611,526 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net loss | $ (81,115,414) | $ (84,130,722) | $ (245,241,272) | $ (210,705,940) |
Other comprehensive (loss) income | ||||
Comprehensive loss | (81,115,414) | (84,130,722) | (255,441,272) | (209,605,940) |
Credit Risk | Convertible notes | ||||
Other comprehensive (loss) income | ||||
Change in fair value of convertible notes attributable to credit spread | $ 0 | $ 0 | $ (10,200,000) | $ 1,100,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) | Total | Common Stock | Preferred StockSeries A Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Dec. 31, 2019 | 67,105,000 | 0 | ||||
Beginning balance at Dec. 31, 2019 | $ (34,913,110) | $ 67,105 | $ 0 | $ 143,826,315 | $ (178,806,530) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock options and warrants exercised, and vesting of restricted shares (in shares) | 32,158,980 | |||||
Stock options and warrants exercised, and vesting of restricted shares | 77,811,904 | $ 32,159 | 77,779,745 | |||
Common stock issued for preferred stock dividends (in shares) | 920,901 | |||||
Common stock issued for preferred stock dividends | 1,491,860 | $ 922 | 1,490,938 | |||
Conversion of convertible notes (in shares) | 14,449,846 | |||||
Conversion of convertible notes | 148,977,683 | $ 14,450 | 148,963,233 | |||
Common stock issued for interest on convertible notes (in shares) | 328,418 | |||||
Common stock issued for interest on convertible notes | 1,283,695 | $ 328 | 1,283,367 | |||
Stock-based compensation | 2,767,734 | 2,767,734 | ||||
Net loss | (210,705,940) | (210,705,940) | ||||
Other comprehensive income | 1,100,000 | 1,100,000 | ||||
Ending balance (in shares) at Sep. 30, 2020 | 114,963,145 | 0 | ||||
Ending balance at Sep. 30, 2020 | (12,186,174) | $ 114,964 | $ 0 | 376,111,332 | (389,512,470) | 1,100,000 |
Beginning balance (in shares) at Jun. 30, 2020 | 89,330,123 | 0 | ||||
Beginning balance at Jun. 30, 2020 | (70,476,795) | $ 89,330 | $ 0 | 233,715,623 | (305,381,748) | 1,100,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock options and warrants exercised, and vesting of restricted shares (in shares) | 19,247,746 | |||||
Stock options and warrants exercised, and vesting of restricted shares | 30,653,505 | $ 19,248 | 30,634,257 | |||
Common stock issued for preferred stock dividends (in shares) | 303,617 | |||||
Common stock issued for preferred stock dividends | 491,860 | $ 304 | 491,556 | |||
Conversion of convertible notes (in shares) | 6,065,576 | |||||
Conversion of convertible notes | 110,242,664 | $ 6,066 | 110,236,598 | |||
Common stock issued for interest on convertible notes (in shares) | 16,083 | |||||
Common stock issued for interest on convertible notes | 294,798 | $ 16 | 294,782 | |||
Stock-based compensation | 738,516 | 738,516 | ||||
Net loss | (84,130,722) | (84,130,722) | ||||
Other comprehensive income | 0 | |||||
Ending balance (in shares) at Sep. 30, 2020 | 114,963,145 | 0 | ||||
Ending balance at Sep. 30, 2020 | (12,186,174) | $ 114,964 | $ 0 | 376,111,332 | (389,512,470) | 1,100,000 |
Beginning balance (in shares) at Dec. 31, 2020 | 121,922,532 | 0 | ||||
Beginning balance at Dec. 31, 2020 | 395,204,334 | $ 121,923 | $ 0 | 504,112,442 | (109,030,031) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock options and warrants exercised, and vesting of restricted shares (in shares) | 1,700,343 | |||||
Stock options and warrants exercised, and vesting of restricted shares | (2,083,046) | $ 1,700 | (2,084,746) | |||
Stock-based compensation | 3,253,546 | 3,253,546 | ||||
Net loss | (245,241,272) | (245,241,272) | ||||
Other comprehensive income | (10,200,000) | (10,200,000) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 123,622,875 | 0 | ||||
Ending balance at Sep. 30, 2021 | 140,933,562 | $ 123,623 | $ 0 | 505,281,242 | (354,271,303) | (10,200,000) |
Beginning balance (in shares) at Jun. 30, 2021 | 123,414,045 | 0 | ||||
Beginning balance at Jun. 30, 2021 | 222,841,401 | $ 123,414 | $ 0 | 506,073,876 | (273,155,889) | (10,200,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock options and warrants exercised, and vesting of restricted shares (in shares) | 208,830 | |||||
Stock options and warrants exercised, and vesting of restricted shares | (2,013,630) | $ 209 | (2,013,839) | |||
Stock-based compensation | 1,221,205 | 1,221,205 | ||||
Net loss | (81,115,414) | (81,115,414) | ||||
Other comprehensive income | 0 | |||||
Ending balance (in shares) at Sep. 30, 2021 | 123,622,875 | 0 | ||||
Ending balance at Sep. 30, 2021 | $ 140,933,562 | $ 123,623 | $ 0 | $ 505,281,242 | $ (354,271,303) | $ (10,200,000) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (245,241,272) | $ (210,705,940) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,342,348 | 574,287 |
Tooling expense | 0 | 350,500 |
Amortization of discount on mandatorily redeemable Series B preferred stock | 0 | 5,857,092 |
Change in fair value of convertible notes and loss on conversion to common stock | (27,600,000) | 163,949,684 |
Change in fair value of warrant liability | 0 | 12,176,690 |
Change in fair value and loss on sale of Investment in LMC | 225,429,997 | (864,900) |
Dividends for mandatorily redeemable Series B preferred stock paid in common stock | 0 | 1,491,860 |
Interest on convertible notes paid in common stock | 0 | 1,283,695 |
Stock-based compensation | 3,253,546 | 2,767,734 |
Write down of inventory | (10,919,259) | 0 |
Forgiveness of PPP Term Note | (1,411,000) | 0 |
Deferred taxes | (21,833,930) | 0 |
Effects of changes in operating assets and liabilities: | ||
Accounts and lease receivable | 1,035,715 | (525,392) |
Inventory | (35,118,442) | (4,167,564) |
Prepaid expenses and other current assets | (2,220,967) | (8,147,180) |
Accounts payable and accrued liabilities | 3,743,729 | 753,364 |
Warranty liability | (508,002) | (2,435,922) |
Net cash used in operating activities | (110,047,537) | (37,641,992) |
Cash flows from investing activities: | ||
Capital expenditures | (3,803,807) | (1,639,897) |
Net cash used in investing activities | (3,803,807) | (1,639,897) |
Cash flows from financing activities: | ||
Proceeds from Convertible Note II | 0 | 68,925,000 |
Proceeds from PPP Term Note | 0 | 1,411,000 |
Proceeds from sale of Investment in LMC | 105,789,310 | 0 |
Commissions and fees on sale of Investment in LMC | (662,563) | 0 |
Redemption of Series B preferred stock | 0 | (25,000,000) |
Exercise of warrants and options and restricted share award activity | (2,083,046) | 49,300,214 |
Net cash provided by financing activities | 103,043,701 | 94,636,214 |
Change in cash and cash equivalents | (10,807,643) | 55,354,325 |
Cash, cash equivalents and restricted cash, beginning of the period | 241,229,067 | 24,868,416 |
Cash and cash equivalents, end of the period | $ 230,421,424 | $ 80,222,741 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Credit Risk | Convertible notes | |
Change in fair value attributable to credit risk | $ 10.2 |
Summary of Business and Signifi
Summary of Business and Significant Accounting Principles | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Business and Significant Accounting Principles | SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING PRINCIPLES Nature of operations and basis of presentation 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. As an American manufacturer, we create all-electric delivery trucks and drone systems, including the technology that optimizes the way these mechanisms operate. We are last-mile delivery’s first purpose-built electric mobility solution and we are currently focused on our core competency of bringing the C-Series electric delivery trucks to market and fulfilling our existing backlog of orders. Our consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements in conformity with GAAP 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. In the opinion of our 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. The results of operations and cash flows for the interim periods presented may not necessarily be indicative of full-year results. Reference should be made to the financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2020. 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. Reclassifications Certain reclassifications were made to the prior year condensed consolidated financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or stockholders' equity. Impact of COVID-19 Pandemic During 2021, there has been a trend in many parts of the world of increasing availability and administration of the vaccine against COVID-19, as well as an easing of restrictions on social, business, travel and government activities and functions. However, infection rates and regulations continue to fluctuate and there are ongoing global impacts resulting from the pandemic, including challenges and increases in costs for logistics and supply chains, such as increased port congestion, intermittent supplier delays and a shortfall in microchip supply. We have also previously been affected by temporary manufacturing closures. As of September 30, 2021, our locations and primary suppliers continue to operate and we continue to work through supplier constraints caused by the COVID-19 outbreak, as well as the supply chain difficulties. For further discussion of the possible impact of the COVID-19 pandemic on our business, see “Part I – Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020. |
Inventory, Net
Inventory, Net | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | INVENTORY, NET Inventory, net consists of the following: September 30, 2021 December 31, 2020 Raw materials $ 54,527,723 $ 16,759,232 Work in process 19,888,063 422,176 Finished goods — 277,419 74,415,786 17,458,827 Less: inventory reserves (12,911,073) (1,991,815) Inventory, net $ 61,504,713 $ 15,467,012 Inventory Valuation Inventories are stated at the lower of cost or net realizable value. We write-down inventory for any excess or obsolete inventories or when we believe that the net realizable value of inventories is less than the carrying value. We review our inventory to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. This requires us to determine the estimated selling price of our inventory based on market conditions. Once inventory is written-down, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Should our estimates of future inventory usage or selling prices change, additional and potentially material increases to this reserve may be required. A small change in our estimates may result in a material charge to our reported financial results. During the three months ended September 30, 2021 and 2020, we recorded write-downs of approximately $3.4 million and $0.3 million, respectively, in Cost of Sales in the Condensed Consolidated Statements of Operations. During the nine months ended September 30, 2021 and 2020, we recorded write-downs of $10.9 million and $0.5 million, respectively, in Cost of Sales in the Condensed Consolidated Statements of Operations. |
INVESTMENT IN LORDSTOWN MOTORS
INVESTMENT IN LORDSTOWN MOTORS CORP. (“LMC”) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT IN LORDSTOWN MOTORS CORP. (“LMC”) | INVESTMENT IN LORDSTOWN MOTORS CORP. (“LMC”) During the third quarter of 2021, the Company sold its Investment in LMC at an average price of $6.42 per share. Proceeds from the sale, net of transaction expenses and broker commissions, were approximately $105.1 million. During the three months ended September 30, 2021, the Company recognized a loss of approximately $76.5 million in connection with the sale, which is recorded in Other Loss on the Condensed Consolidated Statements of Operations. See Note 13, Fair Value Measurements , for additional information regarding the fair value measurement of the Investment in LMC. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE Revenue Recognition The Company recognizes revenue for the amount collected from the customer, which may include shipping and handling charges, net of estimates for customer returns and allowances. The Company reserves for estimated returns based on known pending returns and historical trends in product returns and reduces sales accordingly. The Company records, on a gross basis, a refund liability and an asset for recovery, which are included in other current liabilities and other current assets, respectively, in the Condensed Consolidated Balance Sheets. The total refund liability and asset for recovery associated with automotive sales was $1.1 million and $0.4 million, respectively as of September 30, 2021. The Company did not record a refund liability or asset for recovery as of December 31, 2020. 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. Revenue related to repair and maintenance services are recognized over time as such services are provided. Payments for products, 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 credit losses is based on an analysis of customer accounts, which considers history of past write-offs, collections, and current and future credit conditions. Disaggregation of Revenue Our revenues related to the following types of business were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Automotive $ (535,000) $ 560,327 $ 1,080,000 $ 645,327 Aviation — — 22,400 60,783 Other (41,602) 4,380 44,934 34,839 Total sales, net of returns and allowances $ (576,602) $ 564,707 $ 1,147,334 $ 740,949 Automotive - consists of sales of any of our electric delivery truck platforms, net of returns and allowances. Aviation - consists of sales of our drone systems. Other - consists of shipping and handling charges, extended vehicle warranties, and non-warranty after-sales vehicle services. |
Convertible Notes and PPP Term
Convertible Notes and PPP Term Note | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes and PPP Term Note | CONVERTIBLE NOTES AND PPP TERM NOTE 4.0% Senior Secured Convertible Notes Due 2024 ( “ 2024 Notes ” ) The fair value of the 2024 Notes as of September 30, 2021 and December 31, 2020 was $180,300,000 and $197,700,000, respectively. The change in fair value of the 2024 Notes was primarily driven by changes in our stock price and synthetic credit rating during the three and nine months ended September 30, 2021. The Company recognizes changes in fair value attributable to changes in stock price in Interest (Income) Expense and changes in fair value attributable to credit spread in Other Comprehensive Loss. The contractual principal balance of the 2024 Notes was $200.0 million as of September 30, 2021 and December 31, 2020. Interest is payable quarterly beginning January 15, 2021 at a rate of 4.0% per annum. Interest expense for the three and nine months ended September 30, 2021 related to the 2024 Notes was $2.0 million and $6.0 million, respectively. The 2024 Notes are due October 14, 2024 and are convertible at a rate of $35.29 per share, subject to change for anti-dilution adjustments and adjustments for certain corporate events. No portion of the principal balance was converted during the three and nine months ended September 30, 2021. The 2024 Notes include certain covenants, including limitations on liens, additional indebtedness, investments, dividends and other restricted payments, and customary events of default. The Company is also required to have a minimum sales backlog of at least $25.0 million as of the period ending March 31, 2022, $50.0 million as of the period ending June 30, 2022, $75.0 million as of the period ending September 30, 2022 and $100.0 million as of the period ending December 31, 2022. As of September 30, 2021, the Company is not aware of any default or breach of any covenant under the 2024 Notes. See Note 13, Fair Value Measurements , for additional information regarding the fair value measurement of the 2024 Notes and Note 15 for subsequent event disclosures related to the 2024 Notes. PPP Term Note On April 14, 2020, the Company entered into a Paycheck Protection Program Term Note (“PPP Term Note”) with PNC Bank, N.A. under the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The Company received total proceeds of approximately $1.4 million from the PPP Term Note, which was due on April 13, 2022. In accordance with the requirements of the CARES Act, the Company used the proceeds primarily for payroll costs. Interest accrued on the PPP Term Note at the rate of 1.0% per annum. The Company elected to account for the PPP Term Note as debt and accrued interest over the term of the note. The Company did not make any repayments on any amount due on the PPP Term Note. |
Accrued Liabilities And Warrant
Accrued Liabilities And Warranties | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities And Warranties | ACCRUED LIABILITIES AND WARRANTIES As of September 30, 2021 and December 31, 2020, accrued liabilities and other current liabilities consisted of the following: September 30, 2021 December 31, 2020 Payroll and related costs $ 4,066,076 $ 2,537,353 Accrued interest 1,666,667 1,711,111 Customer allowance accrual 1,412,500 1,412,500 Sales return reserve 1,096,713 — Other 267,000 334,338 Total accrued liabilities and other $ 8,508,956 $ 5,995,302 Accrued warranty activity consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Accrued warranty, beginning of period $ 4,866,213 $ 4,079,769 $ 5,400,000 $ 6,001,864 Warranty costs incurred (717,008) (513,827) (1,450,795) (2,435,922) Net changes in liability for pre-existing warranties 337,793 — 337,793 — Provision for warranty 405,000 — 605,000 — Accrued warranty, end of period $ 4,891,998 $ 3,565,942 $ 4,891,998 $ 3,565,942 |
Mandatorily Redeemable Series B
Mandatorily Redeemable Series B Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Mandatorily 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 Company’s common stock (the “Warrants”) for an aggregate purchase price of $25.0 million. The Preferred Stock was not convertible and did not hold voting rights. On September 28, 2020, the Company redeemed its Series B Preferred Stock in full for cash. Dividends on all shares of Series B Preferred Stock were paid in full as of the redemption date and have ceased to accumulate. The Company recognized a loss on redemption of approximately $4.7 million related to the remaining unamortized discount, which is recorded within Interest Expense in the Condensed Consolidated Statements of Operations. The Preferred Stock ranked senior to the Company’s common stock with respect to dividend rights and rights upon liquidation, winding-up or dissolution. The Preferred Stock was entitled to annual dividends at a rate equal to 8.0% per annum on the Stated Value. The Warrants had an exercise price of $1.62 per share and expired seven years from the date of issuance. Accrued dividends were payable quarterly in shares of common stock of the Company based on a fixed share price of $1.62. During the three and nine months ended September 30, 2020, the Company issued approximately 0.3 million and 0.9 million shares of common stock to the holders of the Preferred Stock, respectively. As the Preferred Stock was mandatorily redeemable, it was classified as a liability on the Condensed Consolidated Balance Sheets. All dividends payable on the Preferred Stock were classified as Interest Expense. The Preferred Stock and Warrants were considered freestanding financial instruments and were accounted for separately. The Warrants were 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 was amortized to Interest Expense using the effective interest method. Amortization of the discount for the three and nine months ended September 30, 2020 was approximately $0.4 million and $1.1 million, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
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 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 8.0 million shares for issuance of stock-based awards. As of September 30, 2021 and 2020, there were approximately 5.3 million and 6.6 million shares available for issuance of future stock awards, respectively, which includes shares available under the 2019 and 2017 incentive plans. Stock-based compensation expense The following table summarizes stock-based compensation expense: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Stock options $ 181,558 $ 302,806 $ 273,180 $ 730,564 Restricted stock 1,039,647 435,710 2,980,366 2,037,170 Total stock-based compensation $ 1,221,205 $ 738,516 $ 3,253,546 $ 2,767,734 Stock options The following table summarizes option activity: Number of Options Weighted Weighted Weighted Balance, December 31, 2020 2,351,240 $ 2.00 5.5 Granted 523,713 11.32 5.73 Exercised (884,954) 3.20 Forfeited (170,000) 0.94 Expired (56,000) 6.13 Balance, September 30, 2021 1,763,999 $ 4.14 5.3 Number of options exercisable at September 30, 2021 1,178,411 $ 1.07 0.5 As of September 30, 2021, unrecognized compensation expense was $2.9 million for unvested options which is expected to be recognized over the next 2.8 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, 2020 1,377,889 $ 2.70 Granted 1,099,164 11.71 Vested (810,586) 3.76 Forfeited (482,212) 5.05 Balance, September 30, 2021 1,184,255 $ 8.90 As of September 30, 2021, unrecognized compensation expense was $10.4 million for unvested restricted stock awards which is expected to be recognized over the next 2.7 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXESAs of September 30, 2021 and December 31, 2020, the Company's deferred tax liability was zero and $21.8 million, respectively. The Company has not generated taxable income since inception. The Company sold its Investment in LMC during the third quarter 2021, which resulted in a tax benefit of approximately $2.9 million and $21.8 million, for the three and nine months ending September 30, 2021, respectively. The cumulative deferred tax assets are fully reserved as of September 30, 2021, as there is not sufficient evidence to conclude that it is more likely than not the deferred tax assets are realizable. No current liability for federal or state income taxes has been included in these Condensed Consolidated Financial Statements. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE Basic loss per share of common stock is calculated by dividing net loss by the weighted-average shares outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based awards and warrants using the treasury stock method, and convertible notes using the if-converted method, are included when calculating the diluted net loss per share of common stock when their effect is dilutive. The following table presents the reconciliation of net loss used in computing diluted net loss per share of common stock: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net loss $ (81,115,414) $ (84,130,722) $ (245,241,272) $ (210,705,940) Interest on convertible notes 2,000,000 — 5,977,777 — Change in fair value of convertible notes (20,600,000) — (27,600,000) — Adjusted net loss $ (99,715,414) $ (84,130,722) $ (266,863,495) $ (210,705,940) The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock, because their effect was anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Stock-based awards and warrants 3,987,285 5,948,219 3,987,285 5,948,219 Convertible notes — 975,881 — 4,759,747 Excluded from the table above are the warrant shares related to the High Trail Convertible Note, which represented approximately 6.1 million and 13.3 million warrants calculated using the if-converted method for the three and nine months ended September 30, 2020. The warrants were issuable at the option of the Company following the full or partial redemption of See Note 15, Subsequent Events |
Recent Accounting Developments
Recent Accounting Developments | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Developments | RECENT ACCOUNTING DEVELOPMENTS Accounting Standards Recently Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU removes certain exceptions for recognizing deferred taxes for investments, performing an intra-period allocation, and calculating income taxes in interim periods. The ASU also adds guidance to simplify accounting for income taxes, such as recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. The Company adopted the ASU as of January 1, 2021. The adoption of this guidance did not have a material impact on the Company’s financial condition and operations. Accounting Standards Not Yet Adopted |
Other Transaction
Other Transaction | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Other Transaction | OTHER TRANSACTIONOn October 31, 2019, the Company and ST Engineering Hackney, Inc. (“Hackney”) entered into an Asset Purchase Agreement to purchase certain assets and assume certain liabilities of Hackney. Upon execution of the agreement, the Company deposited $1.0 million in cash and shares of its common stock having a value of $6.6 million into an escrow account. The number of shares held in escrow was subject to adjustment if the value of the shares was less than $5.3 million or greater than $7.9 million on certain dates. The purchase price for the acquired assets was $7.0 million, $1.0 million of which was released from the escrow account in January 2020 upon satisfaction of certain conditions and accounted for as customer acquisition costs. The remaining $6.0 million was payable in cash within 45 days if additional conditions were met or in shares of common stock held in escrow in the event the payment was not made within 105 days of when the payment was due. The additional conditions were not met and, as a result, the remaining $6.0 million is not due to Hackney. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2021 | |
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. Assets and liabilities measured at fair value and fair value measurement level were as follows: September 30, 2021 December 31, 2020 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Assets Investment in LMC $ — $ — $ — $ — $ 330,556,744 $ 330,556,744 $ — $ — Total assets at fair value $ — $ — $ — $ — $ 330,556,744 $ 330,556,744 $ — $ — Liabilities Convertible notes $ 180,300,000 $ — $ — $ 180,300,000 $ 197,700,000 $ — $ — $ 197,700,000 Total liabilities at fair value $ 180,300,000 $ — $ — $ 180,300,000 $ 197,700,000 $ — $ — $ 197,700,000 Investment in LMC The Company's Investment in LMC was measured at fair value using Level 1 inputs because it was valued using a quoted price in an active market. The Company recognized changes in fair value of the investment in Other Income (Loss) on the Condensed Consolidated Statements of Operations. Convertible Notes The Company's convertible notes are 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 include 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 Company recognizes changes in fair value of the convertible notes related to changes in credit spread, if any, in Other Comprehensive Income (Loss) and the remaining changes in fair value in Interest (Income) Expense. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES The Company is party to various negotiations and legal proceedings arising in the normal course of business. The Company provides reserves for these matters when a loss is probable and reasonably estimable. The Company does not disclose a range of potential loss because the likelihood of such a loss is remote. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position, results of operations, cash flows or liquidity. Federal Motor Vehicle Safety Standards (“FMVSS”) Certification and Other Regulatory Matters On September 22, 2021, we announced the Company decided to suspend deliveries of C-1000 vehicles and recall the 41 vehicles we have already delivered to customers. The new leadership team determined additional testing and modifications to existing vehicles are required to bring the C-1000 vehicles into full compliance with Federal Motor Vehicle Safety Standards (“FMVSS”). The Company further announced we filed a report with the National Highway Traffic Safety Administration (“NHTSA”) regarding the need for additional testing and vehicle modifications to bring our C-1000 vehicles into full compliance with FMVSS. We indicated our previous statements related to the C-1000’s compliance with NHTSA standards cannot be relied upon and so notified the Securities and Exchange Commission. We also disclosed we identified a number of enhancements to our production process and the design of the C-1000 vehicles to address customer feedback, primarily related to payload capacity. In connection with the Company's recall of 41 previously delivered C-1000 vehicles, the Company estimates that 27 of the vehicles will be repaired or retrofitted at the Company's cost and delivered back to the customer. The remaining 14 vehicles are expected to be returned to the Company and the Company will process a full refund to the customer. Due to the uncertainties and many variables involved in NHTSA matters, we cannot estimate the ultimate resolution of this matter and whether it will have a material adverse effect on the Company's financial position, results of operations, cash flows or liquidity. We are cooperating with NHTSA with respect to the recall of the outstanding vehicles, however, we cannot assure that NHTSA or other government authorities will not attempt to impose potentially significant fines and penalties in response to the recall. On October 19 and November 1, 2021, the Company received letters from the SEC requesting that it voluntarily provide information relating to (a) the events and trading in its securities leading up to the announcement of the award of a contract by the U.S. Postal Service for the manufacture of a postal service vehicle fleet and (b) recognition of revenue, if any, related to purchases of vehicles by certain of the Company’s customers. On November 5, 2021, the Department of Justice (“DOJ”) orally informed the Company that it has a related open investigation covering the Company. The Company has not received any subpoena or other request for documents from the DOJ with respect to this investigation. The Company is cooperating with the SEC and DOJ investigations. At this point, the Company cannot predict the eventual scope, duration, or outcome of these matters. During the second quarter of 2021, the Company became aware of an issue regarding our E-Series vehicles that will require retrofitting of such vehicles. Management continues to work on remediation and does not expect the issue to have a material impact on the Company's financial condition and operations. Legal Proceedings Securities Litigation As previously disclosed in our Quarterly Reports on Form 10-Q for the quarter ended June 30, 2021, on March 8, 2021, Sam Farrar, individually and on behalf of other similarly situated purchasers of the Company’s securities, filed a putative class action complaint against the Company, Duane Hughes and Steve Schrader in the United States District Court for the Central District of California (Case 2:21-cv-02072) claiming violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On March 11, 2021, John Kinney, individually and on behalf of other similarly situated purchasers of the Company’s securities, filed a substantively identical putative class action complaint against the Company, Duane Hughes and Steve Schrader in the United States District Court for the Central District of California (Case 2:21-cv-02207) also claiming violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On May 18, 2021, the Court consolidated the two cases and appointed Timothy M. Weis as lead plaintiff pursuant to the Private Securities Litigation Reform Act of 1995. On July 16, 2021, lead plaintiff filed an Amended Complaint. The Amended Complaint is now brought against the Company, Duane Hughes, Steve Schrader, Robert Willison and Gregory Ackerson, on behalf of purchasers of the Company’s securities from March 10, 2020 through May 10, 2021. It alleges that the defendants violated the federal securities laws by intentionally or recklessly making material misrepresentations and/or omissions regarding the Company’s participation in the bidding process to manufacture the new fleet of United States Postal Service (“USPS”) next generation delivery vehicles, the prospect of the USPS awarding the contract to Workhorse given alleged deficiencies in Workhorse’s proposal, the Company’s manufacturing abilities generally and the Company’s nonbinding “backlog” in its vehicles. Lead plaintiff seeks certification of a class and monetary damages in an indeterminate amount. The Company filed a motion to dismiss the Amended Complaint on September 3, 2021. The plaintiffs filed a response to the Company’s motion to dismiss on October 18, 2021, and the Company’s reply brief is due on November 12, 2021. The hearing on the Motion is set for December 6, 2021. The Company believes the Amended Complaint is without merit and intends to vigorously pursue all legal avenues to fully defend itself. Fiduciary Duty Litigation As previously disclosed in our Quarterly Reports on Form 10-Q for the quarter ended June 30, 2021, on April 16, 2021, Romario St. Clair, derivatively on behalf of the Company, filed a stockholder derivative complaint in the Eighth Judicial District Court of the State of Nevada in and for Clark County (Case No. A-21-833050-B) for breach of fiduciary duty and unjust enrichment against Duane Hughes, Steve Schrader, Stephen Fleming, Robert Willison, Anthony Furey, H. Benjamin Samuels, Raymond J. Chess, Harry DeMott, Gerald B. Budde, Pamela S. Mader, Michael L. Clark and Jacqueline A. Dedo. In this action, the plaintiff alleges that the defendants breached their fiduciary duties by allowing or causing the Company to violate the federal securities laws as alleged in the Amended Complaint discussed above and by selling Company stock and receiving other compensation while allegedly in possession of material non-public information about the prospect of the USPS awarding the contract to an electric vehicle manufacturer given that electrifying the USPS’s entire fleet allegedly would be impractical and expensive. The plaintiff seeks damages and disgorgement in an indeterminate amount. Several nearly identical derivative complaints have been filed: (1) on May 19, 2021, Caruso v. Hughes et al. (Case No. 2:21-cv-04202) was filed in the Central District of California; (2) on May 24, 2021, Kistenmacher v. Hughes et al. (Case No. 2:21-cv-04294) was filed in the Central District of California; (3) on May 27, 2021, Brown v. Hughes et al. (Case No. 2:21-cv-04412) was filed in the Central District of California; (4) on June 24, 2021 Everson v. Hughes et al. (Case No. A-21-836888-B) was filed in the Eighth Judicial District Court of the State of Nevada in and for Clark County; and (5) on September 21, 2021, Cohen v. Hughes et al. (Case No. 1:21-cv-00601) was filed in the United States District Court for the Southern District of Ohio. On June 21, 2021, the Court ordered that the three cases filed in the Central District of California be consolidated and the parties file a proposed scheduling order within sixty days. On September 20, 2021, the Court in the Central District of California granted the parties’ stipulation, staying the case pending the outcome of the case discussed in the previous paragraph. On November 4, 2021, the Court in the Southern District of Ohio issued an order extending the defendants' deadline to respond to the Complaint until December 14, 2021, and, on November 5, 2021, the Court granted the parties' stipulation transferring the case to the Central District of California. Although these claims purport to seek recovery on behalf of the Company, the Company will incur certain expenses due to indemnification and advancement obligations with respect to the defendants. The Company understands that defendants believe this action is without merit and intends to support them as they pursue all legal avenues to defend themselves fully. Litigation Related to the United States Postal Service Award On June 16, 2021, the Company filed a bid protest against the United States in the United States Court of Federal Claims (Case No. 21-cv-1484C) in connection with the USPS award of the contract for its Next Generation Delivery Vehicle to Oshkosh Defense, LLC (“Oshkosh”) claiming that the USPS failed to conduct meaningful discussions with the Company pertaining to its alleged proposal deficiencies, the USPS unequally, arbitrarily and prejudicially evaluated the proposals and the USPS’s arbitrary, capricious, and unreasonable evaluation of the Company’s proposal breached an implied-in-fact contract with the Company to consider its proposal fairly. The Company requested an entry of judgment in favor of the Company, an entry of a declaratory judgment that the award to Oshkosh was unlawful and improper and an injunction directing the award be terminated, and directing the USPS to reevaluate the proposals and to conduct a new best value determination. On July 6, 2021, the United States and Oshkosh, as Defendant-Intervenor, filed a Motion to Dismiss requesting that the Company’s complaint be dismissed with prejudice due to the Company’s alleged failure to exhaust USPS’s mandatory administrative dispute resolution process. On July 20, 2021, the Company filed an Opposition to the Motion to Dismiss claiming that the USPS process is outside of the congressional authorization and the pursuit of the USPS’ dispute resolution process would have been futile. On September 15, 2021, the Company withdrew its bid protest filed in the United States Court of Federal Claims. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS The Company has evaluated subsequent events for potential recognition and disclosures through the date the Condensed Consolidated Financial Statements were filed. 2024 Notes On October 6, 2021, the Company entered into securities exchange agreements (“Exchange Agreements”) with Antara Capital LP (“Antara”) and HT Investments MA LLC, the holders of its 2024 Notes, to exchange $90.0 million in principal amount of the notes for approximately 15.6 million shares of common stock. The number of shares issued in connection with the Exchange Agreements was calculated by multiplying 109% of the principal amount of the notes exchanged by the average of the volume-weighted average closing prices of the Company’s common stock for the three trading days immediately preceding October 11, 2021. The transaction settled on October 12, 2021 and the aggregate principal of 2024 Notes remaining outstanding was $110.0 million. The Company recorded a loss on exchange of approximately $17.5 million, which was recognized in Interest Expense. On November 2, 2021, the Company entered into a securities exchange agreement (“Antara Exchange”) with Antara to exchange $82.5 million in principal amount of the 2024 Notes for approximately 12.1 million shares of common stock. The number of shares issued in connection with the Antara Exchange was calculated by dividing the principal amount of the notes exchanged by the average of the Nasdaq Official Closing Prices of the Company's common stock on the five trading days immediately preceding November 2, 2021. The Antara Exchange closed on November 4, 2021 and the aggregate principal of the 2024 Notes remaining outstanding is $27.5 million. The Company recorded a loss on exchange of approximately $17.4 million, which was recognized in Interest Expense. The Company classified the fair value of the total principal exchanged under the Exchange Agreements and Antara Exchange as current in its Condensed Consolidated Balance Sheets as of September 30, 2021. There are no required redemptions of the outstanding principal, and the balance will generally not be redeemable at the option of the Company prior to the third anniversary of their issue date. Accordingly, the Company has classified the fair value of the $27.5 million outstanding principal balance as long-term debt on its Condensed Consolidated Balance Sheets as of September 30, 2021. |
Summary of Business and Signi_2
Summary of Business and Significant Accounting Principles (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of operations and basis of presentation | Nature of operations and basis of presentation 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. As an American manufacturer, we create all-electric delivery trucks and drone systems, including the technology that optimizes the way these mechanisms operate. We are last-mile delivery’s first purpose-built electric mobility solution and we are currently focused on our core competency of bringing the C-Series electric delivery trucks to market and fulfilling our existing backlog of orders. Our consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements in conformity with GAAP 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. In the opinion of our 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. The results of operations and cash flows for the interim periods presented may not necessarily be indicative of full-year results. Reference should be made to the financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2020. |
Principles of consolidation | 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. |
Reclassifications | Reclassifications Certain reclassifications were made to the prior year condensed consolidated financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or stockholders' equity. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue for the amount collected from the customer, which may include shipping and handling charges, net of estimates for customer returns and allowances. The Company reserves for estimated returns based on known pending returns and historical trends in product returns and reduces sales accordingly. The Company records, on a gross basis, a refund liability and an asset for recovery, which are included in other current liabilities and other current assets, respectively, in the Condensed Consolidated Balance Sheets. The total refund liability and asset for recovery associated with automotive sales was $1.1 million and $0.4 million, respectively as of September 30, 2021. The Company did not record a refund liability or asset for recovery as of December 31, 2020. 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. |
Accounts Receivable | Accounts ReceivableCredit 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 credit losses is based on an analysis of customer accounts, which considers history of past write-offs, collections, and current and future credit conditions. |
Accounting Standards Recently Adopted and Accounting Standards Not Yet Adopted | Accounting Standards Recently Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU removes certain exceptions for recognizing deferred taxes for investments, performing an intra-period allocation, and calculating income taxes in interim periods. The ASU also adds guidance to simplify accounting for income taxes, such as recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. The Company adopted the ASU as of January 1, 2021. The adoption of this guidance did not have a material impact on the Company’s financial condition and operations. Accounting Standards Not Yet Adopted |
Inventory, Net (Tables)
Inventory, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory, net consists of the following: September 30, 2021 December 31, 2020 Raw materials $ 54,527,723 $ 16,759,232 Work in process 19,888,063 422,176 Finished goods — 277,419 74,415,786 17,458,827 Less: inventory reserves (12,911,073) (1,991,815) Inventory, net $ 61,504,713 $ 15,467,012 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Our revenues related to the following types of business were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Automotive $ (535,000) $ 560,327 $ 1,080,000 $ 645,327 Aviation — — 22,400 60,783 Other (41,602) 4,380 44,934 34,839 Total sales, net of returns and allowances $ (576,602) $ 564,707 $ 1,147,334 $ 740,949 |
Accrued Liabilities And Warra_2
Accrued Liabilities And Warranties (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | As of September 30, 2021 and December 31, 2020, accrued liabilities and other current liabilities consisted of the following: September 30, 2021 December 31, 2020 Payroll and related costs $ 4,066,076 $ 2,537,353 Accrued interest 1,666,667 1,711,111 Customer allowance accrual 1,412,500 1,412,500 Sales return reserve 1,096,713 — Other 267,000 334,338 Total accrued liabilities and other $ 8,508,956 $ 5,995,302 |
Schedule of Product Warranty Liability | Accrued warranty activity consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Accrued warranty, beginning of period $ 4,866,213 $ 4,079,769 $ 5,400,000 $ 6,001,864 Warranty costs incurred (717,008) (513,827) (1,450,795) (2,435,922) Net changes in liability for pre-existing warranties 337,793 — 337,793 — Provision for warranty 405,000 — 605,000 — Accrued warranty, end of period $ 4,891,998 $ 3,565,942 $ 4,891,998 $ 3,565,942 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Based Compensation Activity | The following table summarizes stock-based compensation expense: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Stock options $ 181,558 $ 302,806 $ 273,180 $ 730,564 Restricted stock 1,039,647 435,710 2,980,366 2,037,170 Total stock-based compensation $ 1,221,205 $ 738,516 $ 3,253,546 $ 2,767,734 The following table summarizes restricted stock activity: Number of Unvested Shares Weighted Average Grant Date Fair Value per Share Balance, December 31, 2020 1,377,889 $ 2.70 Granted 1,099,164 11.71 Vested (810,586) 3.76 Forfeited (482,212) 5.05 Balance, September 30, 2021 1,184,255 $ 8.90 |
Schedule of Stock Option Activity | The following table summarizes option activity: Number of Options Weighted Weighted Weighted Balance, December 31, 2020 2,351,240 $ 2.00 5.5 Granted 523,713 11.32 5.73 Exercised (884,954) 3.20 Forfeited (170,000) 0.94 Expired (56,000) 6.13 Balance, September 30, 2021 1,763,999 $ 4.14 5.3 Number of options exercisable at September 30, 2021 1,178,411 $ 1.07 0.5 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the reconciliation of net loss used in computing diluted net loss per share of common stock: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net loss $ (81,115,414) $ (84,130,722) $ (245,241,272) $ (210,705,940) Interest on convertible notes 2,000,000 — 5,977,777 — Change in fair value of convertible notes (20,600,000) — (27,600,000) — Adjusted net loss $ (99,715,414) $ (84,130,722) $ (266,863,495) $ (210,705,940) The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock, because their effect was anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Stock-based awards and warrants 3,987,285 5,948,219 3,987,285 5,948,219 Convertible notes — 975,881 — 4,759,747 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | 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. Assets and liabilities measured at fair value and fair value measurement level were as follows: September 30, 2021 December 31, 2020 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Assets Investment in LMC $ — $ — $ — $ — $ 330,556,744 $ 330,556,744 $ — $ — Total assets at fair value $ — $ — $ — $ — $ 330,556,744 $ 330,556,744 $ — $ — Liabilities Convertible notes $ 180,300,000 $ — $ — $ 180,300,000 $ 197,700,000 $ — $ — $ 197,700,000 Total liabilities at fair value $ 180,300,000 $ — $ — $ 180,300,000 $ 197,700,000 $ — $ — $ 197,700,000 |
Inventory, Net - Schedule of In
Inventory, Net - Schedule of Inventory (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 54,527,723 | $ 16,759,232 |
Work in process | 19,888,063 | 422,176 |
Finished goods | 0 | 277,419 |
Gross inventory | 74,415,786 | 17,458,827 |
Less: inventory reserves | (12,911,073) | (1,991,815) |
Inventory, net | $ 61,504,713 | $ 15,467,012 |
Inventory, Net - Additional Inf
Inventory, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | ||||
Write down of inventory | $ 3.4 | $ 0.3 | $ 10.9 | $ 0.5 |
Investment in LMC (Details)
Investment in LMC (Details) - Common Stock $ / shares in Units, $ in Millions | 3 Months Ended |
Sep. 30, 2021USD ($)$ / shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Sale of stock (in usd per share) | $ / shares | $ 6.42 |
Proceeds | $ 105.1 |
Loss on sale | $ 76.5 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | ||
Refund liability | $ 1,100,000 | $ 0 |
Automotive | ||
Disaggregation of Revenue [Line Items] | ||
Contract with Customer, Asset, after Allowance for Credit Loss | $ 400,000 | $ 0 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total sales, net of returns and allowances | $ (576,602) | $ 564,707 | $ 1,147,334 | $ 740,949 |
Automotive | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales, net of returns and allowances | (535,000) | 560,327 | 1,080,000 | 645,327 |
Aviation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales, net of returns and allowances | 0 | 0 | 22,400 | 60,783 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales, net of returns and allowances | $ (41,602) | $ 4,380 | $ 44,934 | $ 34,839 |
Convertible Notes and PPP Ter_2
Convertible Notes and PPP Term Note - Additional Information (Details) - USD ($) | Apr. 14, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | $ 180,300,000 | $ 180,300,000 | $ 197,700,000 | |
Senior Secured Convertible Notes Due 2024 | Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.00% | 4.00% | ||
Face amount | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 | |
Interest expense | $ 2,000,000 | $ 6,000,000 | ||
Conversion price (in usd per share) | $ 0.03529 | $ 0.03529 | ||
Senior Secured Convertible Notes Due 2024 | Convertible notes | Period ending March 31, 2022 | ||||
Debt Instrument [Line Items] | ||||
Minimum sales backlog | $ 25,000,000 | $ 25,000,000 | ||
Senior Secured Convertible Notes Due 2024 | Convertible notes | Period ending Jun 30, 2022 | ||||
Debt Instrument [Line Items] | ||||
Minimum sales backlog | 50,000,000 | 50,000,000 | ||
Senior Secured Convertible Notes Due 2024 | Convertible notes | Period ending September 30, 2022 | ||||
Debt Instrument [Line Items] | ||||
Minimum sales backlog | 75,000,000 | 75,000,000 | ||
Senior Secured Convertible Notes Due 2024 | Convertible notes | Period ending December 31, 2022 | ||||
Debt Instrument [Line Items] | ||||
Minimum sales backlog | $ 100,000,000 | 100,000,000 | ||
Paycheck Protection Program Term Note | ||||
Debt Instrument [Line Items] | ||||
CARES Act, proceeds from loans payable | $ 1,400,000 | $ 1,400,000 | ||
CARES Act, interest rate | 1.00% |
Accrued Liabilities And Warra_3
Accrued Liabilities And Warranties - Accrued Liabilities And Other Current Liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Payroll and related costs | $ 4,066,076 | $ 2,537,353 |
Accrued interest | 1,666,667 | 1,711,111 |
Customer allowance accrual | 1,412,500 | 1,412,500 |
Sales return reserve | 1,096,713 | 0 |
Other | 267,000 | 334,338 |
Total accrued liabilities and other | $ 8,508,956 | $ 5,995,302 |
Accrued Liabilities And Warra_4
Accrued Liabilities And Warranties - Accrued Warranty Activity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Movement in Extended Product Warranty Accrual [Roll Forward] | ||||
Accrued warranty, beginning of period | $ 4,866,213 | $ 4,079,769 | $ 5,400,000 | $ 6,001,864 |
Warranty costs incurred | (717,008) | (513,827) | (1,450,795) | (2,435,922) |
Net changes in liability for pre-existing warranties | 337,793 | 0 | 337,793 | 0 |
Provision for warranty | 405,000 | 0 | 605,000 | 0 |
Accrued warranty, end of period | $ 4,891,998 | $ 3,565,942 | $ 4,891,998 | $ 3,565,942 |
Mandatorily Redeemable Series_2
Mandatorily Redeemable Series B Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 28, 2020 | Jun. 05, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Jun. 05, 2019 |
Class of Stock [Line Items] | |||||
Loss on redemption | $ 4.7 | ||||
Warrants expiration period | 7 years | ||||
Common stock issued for payment of series B preferred stock dividend (in shares) | 300,000 | 900,000 | |||
Amortization of discount | $ 0.4 | $ 1.1 | |||
Mandatorily Redeemable Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants (in usd per share) | $ 1.62 | ||||
Value of warrants issued with preferred stock | $ 6.7 | ||||
Mandatory Redeemable Series B Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued (in shares) | 1,250,000 | ||||
Number of shares in one unit | 1 | ||||
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] | |||||
Number of securities called by each warrant (in shares) | 7.41 | ||||
Preferred stock dividend rate (percentage) | 8.00% |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized (in shares) | 8,000,000 | |
Shares available for grant (in shares) | 5,300,000 | 6,600,000 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 2.9 | |
Unrecognized compensation expense, recognition period | 2 years 9 months 18 days | |
Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 10.4 | |
Unrecognized compensation expense, recognition period | 2 years 8 months 12 days |
Stock Based Compensation - Shar
Stock Based Compensation - Share Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 1,221,205 | $ 738,516 | $ 3,253,546 | $ 2,767,734 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 181,558 | 302,806 | 273,180 | 730,564 |
Restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 1,039,647 | $ 435,710 | $ 2,980,366 | $ 2,037,170 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock Option Activity (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Weighted Average Grant Date Fair Value per Option | |||
Weighted Average Remaining Contractual Life (Years) | 5 years 3 months 18 days | 5 years 6 months | |
Stock options | |||
Number of Options | |||
Number of options exercisable (in shares) | 1,178,411 | 1,178,411 | |
Weighted Average Exercise Price per Option | |||
Weighted average exercise price per option, exercisable (in usd per share) | $ 1.07 | $ 1.07 | |
Weighted Average Grant Date Fair Value per Option | |||
Options exercisable, Weighted Average Remaining Contractual life (Years) | 6 months | ||
Stock options | Directors, Officers, Consultants and Employees | |||
Number of Options | |||
Beginning balance (in shares) | 2,351,240 | ||
Granted (in shares) | 523,713 | ||
Exercised (in shares) | (884,954) | ||
Forfeited (in shares) | (170,000) | ||
Expired (in shares) | (56,000) | ||
Ending balance (in shares) | 1,763,999 | 2,351,240 | 1,763,999 |
Weighted Average Exercise Price per Option | |||
Beginning balance (in usd per share) | $ 2 | ||
Exercise price (in usd per share) | 11.32 | ||
Exercised (in usd per share) | 3.20 | ||
Forfeited (in usd per share) | 0.94 | ||
Expired (in usd per share) | 6.13 | ||
Ending balance (in usd per share) | $ 4.14 | $ 2 | 4.14 |
Weighted Average Grant Date Fair Value per Option | |||
Granted (in usd per share) | $ 5.73 |
Stock Based Compensation - Rest
Stock Based Compensation - Restricted Stock (Details) - Restricted stock | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Number of Unvested Shares | |
Beginning balance (in shares) | shares | 1,377,889 |
Granted (in shares) | shares | 1,099,164 |
Vested (in shares) | shares | (810,586) |
Forfeited (in shares) | shares | (482,212) |
Ending balance (in shares) | shares | 1,184,255 |
Weighted Average Grant Date Fair Value per Share | |
Beginning balance (in usd per share) | $ / shares | $ 2.70 |
Granted (in usd per share) | $ / shares | 11.71 |
Vested (in usd per share) | $ / shares | 3.76 |
Forfeited (in usd per share) | $ / shares | 5.05 |
Ending balance (in usd per share) | $ / shares | $ 8.90 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Deferred tax liability | $ 0 | $ 0 | $ 21,833,930 |
Deferred tax benefit | $ 2,900,000 | $ 21,800,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net loss | $ (81,115,414) | $ (84,130,722) | $ (245,241,272) | $ (210,705,940) |
Interest on convertible notes | 2,000,000 | 0 | 5,977,777 | 0 |
Change in fair value of convertible notes | (20,600,000) | 0 | (27,600,000) | 0 |
Adjusted net loss | $ (99,715,414) | $ (84,130,722) | $ (266,863,495) | $ (210,705,940) |
Stock-based awards and warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive options and warrants excluded from diluted average shares outstanding (in shares) | 3,987,285 | 5,948,219 | 3,987,285 | 5,948,219 |
Convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive options and warrants excluded from diluted average shares outstanding (in shares) | 0 | 975,881 | 0 | 4,759,747 |
Warrant | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive options and warrants excluded from diluted average shares outstanding (in shares) | 6,100,000 | 13,300,000 |
Other Transaction (Details)
Other Transaction (Details) - ST Engineering Hackney, Inc. - USD ($) $ in Millions | Oct. 31, 2019 | Sep. 30, 2021 |
Other Transactions [Line Items] | ||
Cash deposited into escrow | $ 1 | |
Shares held in escrow | 6.6 | |
Purchase price for acquired assets, cash | 7 | |
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 | |
Minimum | ||
Other Transactions [Line Items] | ||
Shares held in escrow | 5.3 | |
Maximum | ||
Other Transactions [Line Items] | ||
Shares held in escrow | $ 7.9 | |
Maximum | Second Payment | ||
Other Transactions [Line Items] | ||
Production payment payable period | 105 days |
Fair Value Measurement- Assets
Fair Value Measurement- Assets and Liabilities Measured at Fair Value (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities | ||
Convertible notes | $ 24,791,250 | $ 197,700,000 |
Fair Value | ||
Assets | ||
Investment in LMC | 0 | 330,556,744 |
Total assets at fair value | 0 | 330,556,744 |
Liabilities | ||
Convertible notes | 180,300,000 | 197,700,000 |
Total liabilities at fair value | 180,300,000 | 197,700,000 |
Fair Value | Level 1 | ||
Assets | ||
Investment in LMC | 0 | 330,556,744 |
Total assets at fair value | 0 | 330,556,744 |
Liabilities | ||
Convertible notes | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Fair Value | Level 2 | ||
Assets | ||
Investment in LMC | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities | ||
Convertible notes | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Fair Value | Level 3 | ||
Assets | ||
Investment in LMC | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities | ||
Convertible notes | 180,300,000 | 197,700,000 |
Total liabilities at fair value | $ 180,300,000 | $ 197,700,000 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) | Sep. 22, 2021vehicle | May 18, 2021case |
Case 2:21-cv-02072 | ||
Loss Contingencies [Line Items] | ||
Number of cases consolidated | case | 2 | |
FMVSS C-1000 Compliance | ||
Loss Contingencies [Line Items] | ||
Number of vehicles recalled | 41 | |
Number of vehicles recalled, subsequently repaired | 27 | |
Number of vehicles recalled, subsequently repaired and delivered back to the company | 14 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Senior Secured Convertible Notes Due 2024 - Convertible notes - USD ($) shares in Millions, $ in Millions | Nov. 04, 2021 | Nov. 02, 2021 | Oct. 12, 2021 | Oct. 06, 2021 |
Subsequent Event [Line Items] | ||||
Conversion of convertible note, amount | $ 82.5 | $ 90 | ||
Shares issued upon conversion (in shares) | 12.1 | 15.6 | ||
Redemption price, percentage | 109.00% | |||
Long-term debt | $ 27.5 | $ 110 | ||
Loss on extinguishment of debt | $ 17.4 | $ 17.5 |