Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 05, 2021 | Jun. 30, 2020 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-38821 | ||
Entity Registrant Name | Lordstown Motors Corp. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-2533239 | ||
Entity Address, Address Line One | 2300 Hallock Young Road | ||
Entity Address, City or Town | Lordstown | ||
Entity Address State Or Province | OH | ||
Entity Address, Postal Zip Code | 44481 | ||
City Area Code | 234 | ||
Local Phone Number | 285-4001 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | RIDE | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 288,400,000 | ||
Entity Common Stock, Shares Outstanding | 176,579,376 | ||
Entity Central Index Key | 0001759546 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 629,761 | $ 2,159 |
Accounts receivable | 21 | |
Prepaid expenses and other current assets | 24,663 | |
Total current assets | 654,445 | 2,159 |
Property, plant and equipment | 101,663 | 20,276 |
Intangible assets | 11,111 | 11,111 |
TOTAL ASSETS | 767,219 | 33,546 |
Current Liabilities | ||
Accounts payable | 32,536 | 1,802 |
Accrued and other current liabilities | 1,538 | 415 |
Due to related party | 2,631 | |
Related party notes payable | 20,142 | |
Total current liabilities | 34,074 | 24,990 |
Note payable | 1,015 | |
Total liabilities | 35,089 | 24,990 |
Stockholders' equity | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized; 168,007,960 and 68,279,182 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 17 | 7 |
Additional paid in capital | 843,061 | 18,940 |
Accumulated deficit | (110,948) | (10,391) |
Total stockholders' equity | 732,130 | 8,556 |
Total liabilities and shareholder's equity | $ 767,219 | $ 33,546 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Apr. 30, 2019 |
Balance Sheets | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||
Common stock, shares issued | 168,007,960 | 68,279,182 | ||
Common stock, shares outstanding | 168,007,960 | 68,279,182 |
Statements of Operations
Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Operating expenses | ||
Selling and administrative expenses | $ 4,526 | $ 28,787 |
Research and development expenses | 5,865 | 73,694 |
Total operating expenses | 10,391 | 102,481 |
Loss from operations | (10,391) | (102,481) |
Other income (expense) | ||
Other income | 2,627 | |
Interest expense | (703) | |
Loss before income taxes | (10,391) | (100,557) |
Income tax expense | 0 | |
Net loss | $ (10,391) | $ (100,557) |
Loss per share attributable to common shareholders | ||
Basic & Diluted (in dollars per share) | $ (0.15) | $ (1.04) |
Weighted average number of common shares outstanding | ||
Basic & Diluted (in shares) | 68,279 | 96,716 |
Statements of Stockholder's Equ
Statements of Stockholder's Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance at Apr. 29, 2019 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Apr. 29, 2019 | 0 | |||
Issuance of common stock | $ 7 | 18,598 | 18,605 | |
Issuance of common stock (in shares) | 68,279 | |||
Stock compensation | 342 | 342 | ||
Net loss | (10,391) | (10,391) | ||
Ending balance at Dec. 31, 2019 | $ 7 | 18,940 | (10,391) | 8,556 |
Ending balance (in shares) at Dec. 31, 2019 | 68,279 | |||
Issuance of common stock | $ 2 | 6,437 | 6,439 | |
Issuance of common stock (in shares) | 8,652 | |||
Common stock issued for conversion of notes payable | $ 0 | 38,725 | 38,725 | |
Common stock issued for conversion of notes payable (in shares) | 4,032 | |||
Common stock issued for exercise of warrants | 30,692 | 30,692 | ||
Common stock issued for exercise of warrants (in shares) | 2,669 | |||
Common stock issued in recapitalization, net of redemptions and transaction costs | $ 8 | 745,512 | 745,520 | |
Common stock issued in recapitalization (in shares) | 84,376 | |||
Stock compensation | 2,755 | 2,755 | ||
Net loss | (100,557) | (100,557) | ||
Ending balance at Dec. 31, 2020 | $ 17 | $ 843,061 | $ (110,948) | $ 732,130 |
Ending balance (in shares) at Dec. 31, 2020 | 168,008 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (10,391) | $ (100,557) |
Adjustments to reconcile net loss to cash used by operating activities: | ||
Stock-based compensation | 342 | 2,755 |
Gain on disposal of fixed assets | (2,346) | |
Changes in assets and liabilities: | ||
Accounts receivables | (21) | |
Prepaid expenses | 17,367 | |
Accounts payable | 1,801 | 31,360 |
Accrued expenses and due to related party | 3,046 | 21,856 |
Cash used by operating activities | (5,202) | (64,320) |
Cash flows from investing activities | ||
Purchases of capital assets | (133) | (58,237) |
Proceeds from the sale of capital assets | 2,396 | |
Cash used by investing activities | (133) | (55,841) |
Cash flows from financing activities | ||
Proceeds from notes payable | 38,796 | |
Cash received in recapitalization, net of transaction costs | 671,836 | |
Cash proceeds from exercise of warrants | 30,692 | |
Issuance of common stock | 7,494 | 6,439 |
Cash provided by financing activities | 7,494 | 747,763 |
Increase in cash and cash equivalents | 2,159 | 627,602 |
Cash and cash equivalents, beginning balance | 2,159 | |
Cash and cash equivalents, ending balance | 2,159 | 629,761 |
Non cash items | ||
Conversion of notes payable to equity | 38,725 | |
Capital assets acquired with notes payable | 20,142 | |
Capital assets exchanged for equity | $ 23,200 | |
Common stock issued in exchange for intangible assets | $ 11,111 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Description of Business Lordstown Motors Corp., a Delaware corporation (“Lordstown” or the “Company”) , is an automotive company with the goal of becoming an original equipment manufacturer (OEM) of electrically powered pickup trucks and vehicles for fleet customers in pursuit of accelerating the sustainable future and setting new standards in the industry. The Company is in its initial design and testing phase related to its production of the Endurance pickup truck and has yet to bring a completed product to market. Business Combination and Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiary. All intercompany accounts and transactions are eliminated upon consolidation. Certain amounts in the prior years’ balance sheet, consolidated statements of changes in stockholders’ equity and statements of cash flows and have been reclassified to conform to the current year presentation. On October 23, 2020 (the “Closing Date”), Diamond Peak Holdings Corp. (“Diamond Peak”), consummated the transactions contemplated by the agreement and plan of merger (the “Merger Agreement”), dated August 1, 2020, among Diamond Peak, Lordstown EV Corporation (formerly known as Lordstown Motors Corp.), a Delaware corporation (“Legacy LMC”), and DPL Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub merged with and into Legacy LMC with Legacy LMC surviving the merger (the “Merger”) and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). On the Closing Date, and in connection with the closing of the Business Combination (the “Closing”), Diamond Peak changed its name to Lordstown Motors Corp (the “Company”) and Legacy LMC became a wholly owned subsidiary of Diamond Peak. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock, par value $0.0001 per share, of Legacy LMC (“Legacy LMC Common Stock”) was converted into 55.8817 shares (the “Exchange Ratio”) of Class A common stock, par value $0.0001 per share, of the Company (“Class A common Stock”), resulting in an aggregate of 75,918,063 shares of Class A Common Stock to be issued to Legacy LMC stockholders. At the Effective Time, each outstanding option to purchase Legacy LMC Common Stock (“Legacy LMC Options”), whether vested or unvested, was automatically converted into an option to purchase a number of shares of Class A Common Stock equal to the product of (x) the number of shares of Legacy LMC Common Stock subject to such Legacy LMC Option and (y) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per share of Legacy LMC Common Stock of such Legacy LMC Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, as in effect prior to the Closing, each outstanding share of Diamond Peak’s Class B common stock, par value $0.0001 per share, was automatically converted into one share of the Company’s Class A Common Stock, resulting in an issuance of 7 million shares of Class A common stock in the aggregate. In connection with the Closing, the Company (a) issued and sold an aggregate of 50 million shares of Class A Common Stock for $10.00 per share at an aggregate purchase price of $500 million pursuant to previously announced subscription agreements with certain investors (the “PIPE Investors”), (b) issued an aggregate of approximately 4 million shares of Class A Common Stock to holders of $40 million in aggregate principal amount plus accrued interest, upon automatic conversion of Legacy LMC convertible promissory notes into Class A Common Stock at a conversion price of $10.00 per share (the “Note Conversions”), and (c) issued warrants to purchase 1.6 million shares of Class A Common Stock (“BGL Warrants”) a purchase price of $10.00 per share to a third party. Additionally the Company assumed . In December 2020, million in proceeds. In January 2021, a significant portion of the remaining Public Warrants and Pursuant to the Business Combination, the merger between a Diamond Peak and Legacy LMC was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Legacy LMC was deemed to be the accounting acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy LMC issuing stock for the net assets of Diamond Peak, accompanied by a recapitalization. The net assets of Diamond Peak are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy LMC. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. As part of the Business Combination, we recorded $745.5 million in equity for the recapitalization, net of transaction costs. The Company received cash proceeds of |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates in Financial Statement Preparation The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, if any, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents Cash includes cash equivalents which are highly liquid investments that are readily convertible to cash. The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. The Company presents cash and cash equivalents within Cash and cash equivalents on the Balance Sheet. The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to significant credit risk. Property, plant and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Determination of useful lives and depreciation will begin once the assets are ready for their intended use. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repair expenditures are expensed as incurred, while major improvements that increase functionality of the asset are capitalized and depreciated ratably to expense over the identified useful life. Further, interest on any debt financing arrangement is capitalized to the purchased property, plant, and equipment if the requirements for capitalization are met. Long-lived assets, such as property, plant, and equipment are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. Intangible assets other than goodwill Intangible assets include patents, copyrights, trade secrets, know-how, software, and all other intellectual property and proprietary rights connected with the electric pickup truck and other electric vehicle technology owned by Workhorse and contributed in exchange for equity in the Company. Determination of useful lives will be over the period of economic benefit and the related amortization will begin once the intangible assets are placed in use. The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. Impairment losses are measured by comparing the estimated fair value of the asset group to its carrying value. Research and development costs The Company expenses research and development costs as they are incurred. Research and development costs consist primarily of personnel costs for engineering and research, prototyping costs, and contract and professional services. Stock-based compensation The Company has adopted ASC 718, Accounting for Stock-Based Compensation The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. Further, pursuant to ASU 2016-09 – Compensation – Stock Compensation (Topic 718) Income taxes Income taxes are recorded in accordance with ASC 740, Income Taxes bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance against its deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. Recent accounting pronouncements In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases , and has subsequently issued several supplemental and/or clarifying ASUs (collectively ASC 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASC 842 is effective for the Company beginning after December 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 3 — FAIR VALUE MEASUREMENTS The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes when inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. Cash and cash equivalents are measured at fair value on a recurring basis and are considered Level I in nature for both 2020 and 2019. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY, PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 4 — PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net, consisted of the following at December 31: (in thousands) 2020 2019 Property, Plant & Equipment Land $ 326 $ — Buildings 6,223 — Machinery and equipment 38,443 — Vehicles 142 — Construction in progress 56,529 20,276 $ 101,663 $ 20,276 Less: Accumulated depreciation — — Total $ 101,663 $ 20,276 Construction in progress is primarily comprised of retooling and construction at the Company's facility in Lordstown, Ohio to ready the plant to begin manufacturing of the electric vehicles. The Company is currently reengineering its production process, bringing acquired assets up to the level needed for production and evaluating assets that will be necessary in the production of the Endurance pickup truck. Completed assets will be transferred to their respective asset classes and depreciation will begin when an asset is ready for its intended use. As of December 31, 2020, manufacturing has not begun and thus no depreciation was recognized in 2020 or 2019. Property, plant and equipment consist of an idle assembly and manufacturing plant in Lordstown, Ohio. The facility is fully equipped with the tooling necessary to begin production of the Endurance pickup truck along with all personal property, purchased from GM in November 2019 for $20 million. In early 2019, GM made the decision to halt manufacturing on its Chevrolet Cruze sedan which was manufactured at its Lordstown plant. The plant remained closed with no production until GM and the Company were able to agree on the terms of the asset purchase, which resulted in a purchase price significantly lower than the fair market value of the assets acquired. The plant was acquired in exchange for a Note Payable (refer to Note 5 below) The cost of property, plant and equipment includes the value of the note payable, along with any directly attributable costs of bringing the asset to its working condition and location for intended use, including direct acquisition costs and capitalized interest. During 2020, we recognized an additional $23.2 million of property that was exchanged for common stock as part of the Business Combination. The Company recorded $1.0 million and $0.1 million of capitalized interest during the year ended December 31, 2020 and during the period from April 30, 2019 to December 31, 2019, respectively, as the facility assets underwent activities necessary to bring them to their intended use. Beginning April 1, 2020, activity on the facility stopped due to the shutdown caused by the COVID-19 pandemic. As these activities were no longer ongoing, interest capitalization on the Note Payable was suspended. Therefore, interest from April 1, 2020 through the date of the Business Combination was expensed as incurred. Refer to Note 5 for further details on the Related party notes payable. During 2020, the Company received $2.4 million in connection with the sale of equipment it determined was not necessary for production. As the equipment was acquired for consideration below fair value in November 2019 as described above, the Company recorded a gain on sale of the asset for $2.3 million. Additionally, the Company purchased property from GM for $1.2 million which was recorded to CIP. |
RELATED PARTY NOTES PAYABLE
RELATED PARTY NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY NOTES PAYABLE abstract | |
RELATED PARTY NOTES PAYABLE | NOTE 5 — RELATED PARTY NOTES PAYABLE On May 28, 2020, the Company entered into a Convertible Promissory Note (the “Convertible Note”) with GM that provides a financing to the Company of up to $10 million secured by the Company’s property, plant and equipment and intangible assets. Pursuant to the terms of the Convertible Note, the Company had the ability to periodically draw down on the Convertible note to meet its working capital needs. The balance of this note was converted to equity at closing of the Business Combination described in Note 1. On November 7, 2019, the Company entered into an Asset Transfer Agreement, Operating Agreement and separate Mortgage Agreement (collectively, the “Agreements”) with GM. Pursuant to the Agreements, the Company issued GM a Note Payable in the principal amount of $20 million, secured by the property, plant and equipment described in Note 2. The Company imputed interest of 5% on the Note Payable until February 1, 2020 when the stated interest rate of 7% began per the terms of the Agreement. Interest for the years ended December 31, 2020 and 2019 totaled $1.0 million and $0.1 million, respectively, which was capitalized as part of PP&E as described in Note 4. This note was converted to equity during the Business Combination described in Note 1. The outstanding balance as of December 31, 2019 was $20.1 million. |
INTANGIBLES OTHER THAN GOODWILL
INTANGIBLES OTHER THAN GOODWILL | 12 Months Ended |
Dec. 31, 2020 | |
INTANGIBLES OTHER THAN GOODWILL | |
INTANGIBLES OTHER THAN GOODWILL | NOTE 6 — INTANGIBLES OTHER THAN GOODWILL Intangible assets include patents, copyrights, trade secrets, know-how, software, and all other intellectual property and proprietary rights (collectively referred to as “Licensed Technology”) connected with the electric pickup truck and other electric vehicle technology. The Licensed Technology was previously owned by Workhorse and contributed in exchange for common shares in the Company, which was valued at $11.1 million. The Company will amortize the acquired intangible when placed in use over 3 years which was the determined period of derived economic benefit. |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2020 | |
NOTE PAYABLE | |
NOTE PAYABLE | NOTE 7 — NOTE PAYABLE On April 17, 2020, LMC entered into a Promissory Note with The Huntington National Bank, which provides for a loan in the amount of $1 million (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The Paycheck Protection Program provides that the PPP Loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. During the quarter ended September 30, 2020, the Company entered into a “Placement Agency Agreement” with Maxim Group, LLC (“Maxim”). Pursuant to the terms of the agreement, the Company issued “Convertible Promissory Notes” to a series of investors for proceeds worth |
DUE TO RELATED PARTY
DUE TO RELATED PARTY | 12 Months Ended |
Dec. 31, 2020 | |
DUE TO RELATED PARTY abstract | |
DUE TO RELATED PARTY | NOTE 8 — DUE TO RELATED PARTY In conjunction with the Operating Agreement prescribed in Note 5, the Company was required to reimburse GM for expenditures related to general plant maintenance and compliance associated with the Lordstown facility. The Company recorded expenses of $2.6 million during the period from April 30, 2019 to December 31, 2019, which is reflected in the balance sheet as of December 31, 2019 in Due million during the year ended December 31, 2020. These amounts were converted to equity as part of the business combination. All expenses were recorded to the Selling and administrative expenses line item on the Statements of Operations. As of December 31, 2020, GM was no longer a holder of 5% or more of our Class A common stock and therefore was no longer determined to be a related party. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2020 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 9 — STOCK-BASED COMPENSATION Legacy LMC’s 2019 Stock Option Plan (the “2019 Plan”) provides for the grant of incentive stock options (“ISO”) or non-qualified stock options (“NQSO) to purchase Legacy LMC common stock to officers, employees, directors, and consultants of Legacy LMC. Each Legacy LMC option from the 2019 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option under the 2020 Plan (defined below) to purchase a number of shares of common stock (each such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy LMC common stock subject to such Legacy LMC option immediately prior to the Business Combination and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy LMC option immediately prior to the consummation of the Business Combination, divided by (B) the Exchange Ratio. Except as specifically provided in the Business Combination Agreement, following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy LMC option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the exchanged options. At the Company’s special meeting of stockholders held on October 22, 2020, the stockholders approved the 2020 Stock Incentive Plan (the “2020 Plan”). The aggregate number of additional shares authorized for issuance under the 2020 plan will not exceed 13 million. The 2020 Plan provides for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, and performance units and performance shares intended to attract, retain, incentivize and reward employees, directors or consultants. The options are time-based and vest over the defined period in each individual grant agreement. The date at which the options are exercisable is defined in each agreement. The Board establishes the exercise price of the shares subject to an option at the time of the grant, provided, however, that (i) the exercise price of an ISO and NQSO shall not be less than 100% of the estimated fair value of the shares on the date of grant, and (ii) the exercise price of an ISO granted to a 10% shareholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. Stock options generally have a contractual life of 10 years . Options generally become exercisable between one The Company recognizes compensation expense for the shares equal to the fair value of the option at the time of grant. The expense is recognized on a straight-line basis over the vesting period of the awards. The estimated fair value of each stock option grant was computed using the following weighted average assumptions: For the year ended December 31, For the period from April 30, 2019 to December 31, 2019 2020 Risk-free interest rate 1.59 % 1.73-1.93 % Expected term (life) of options (in years) 10.0 10.0 Expected dividends — % — % Expected volatility 50 % 50 % The expected volatility was estimated by management based on results from public companies in the industry. The expected term of the awards granted was assumed to be the contract life of the option as determined in the specific arrangement. The risk-free rate of return was based on market yields in effect on the date of each grant for United States Treasury debt securities with a maturity equal to the expected term of the award. The expected dividends are zero as the Company has not historically paid dividends. The activities of stock options are summarized as follows, including granted, exercised and forfeited for the period from April 30, 2019 to December 31, 2020 and for the year ended December 31, 2020: (in thousands except for per option values and years) Weighted Average Weighted Average Remaining Number of Grant Date Fair Weighted Average Contractual Options Value per Option Exercise Price Term (Years) Outstanding, April 30, 2019 — $ — $ — — Granted 4,436 1.09 Exercised — — Forfeited (84) 1.09 Expired — — Outstanding, December 31, 2019 4,352 $ 1.09 $ 1.79 8.9 Granted 1,021 1.08 Exercised — — Forfeited — — Expired — — Outstanding, December 31, 2020 5,373 $ 1.09 $ 1.79 9.0 Total stock-based compensation expense for the year ended December 31, 2020 and for the period from April 30, 2019 to December 31, 2019 was $2.8 million and $0.3 million, respectively. As of December 31, 2020 and 2019, unrecognized compensation expense was $2.7 million and $4.4 million, respectively, for unvested options. |
CAPITAL STOCK AND EARNINGS PER
CAPITAL STOCK AND EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
CAPITAL STOCK AND EARNINGS PER SHARE | NOTE 10 — CAPITAL STOCK AND EARNINGS PER SHARE Our Charter provides for 312 million authorized shares of capital stock, consisting of (i) 300 million shares of Class A common stock and (ii) 12 million shares of preferred stock each with a par value of $0.0001 . We had issued outstanding a December 31, 2020 FASB ASC Topic 260, Earnings Per Share, requires the presentation of basic and diluted earnings per share (EPS). Basic EPS is calculated based on the weighted average number of shares outstanding during the period. Dilutive EPS is calculated to include any dilutive effect of our share equivalents. For the year ended December 31, 2020 our share equivalent included 5.3 million options,1.6 million BGL Warrants, 6.6 million Public Warrants and 5.1 million Private Warrants outstanding. None of the stock options or warrants were included in the calculation of diluted EPS because we recorded a net loss for the year ended December 31, 2020 as including these instruments would be anti-dilutive. The weighted-average number of shares outstanding for basic and diluted loss per share is as follows: (in thousands) For the period For the year ended from April 30, 2019 to December 31, 2020 December 31, 2019 Basic and diluted weighted-average shares outstanding 96,716 68,279 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
INCOME TAXES | NOTE 11 — INCOME TAXES The reconciliation of the statutory federal income tax with the provision for income taxes is as follows at December 31: (in thousands except for rate) 2020 Rate 2019 Rate Federal tax benefit as statutory rates $ (21,117) (21.0) % $ (2,182) (21.0) % Stock based compensation 192 0.2 21 0.2 Other permanent differences 32 — 1 — Change in valuation allowance 20,893 20.8 2,160 20.8 Total tax benefit $ — — % $ — — % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided against deferred tax assets when, based on all available evidence, it is considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company cannot be certain that future taxable income will be sufficient to realize its deferred tax assets, and accordingly, a full valuation allowance has been provided on its deferred tax assets. Components of the Company's deferred tax assets are as follows at December 31: 2020 2019 Deferred tax assets: Non-qualified stock options $ 436 $ 50 Net operating losses 22,617 2,110 Total deferred tax assets 23,053 2,160 Valuation allowance (23,053) (2,160) Total deferred tax assets, net of valuation allowance $ — $ — At December 31, 2020 and 2019, respectively, the Company had $107.7 million and $10.0 million of federal net operating losses that carry forward indefinitely. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 — COMMITMENTS AND CONTIGENCIES The Company is subject to various pending and threatened legal proceedings arising in the ordinary course of business. The Company records a liability for loss contingencies in the consolidated financial statements when a loss is known or considered probable and the amount can be reasonably estimated. Our provisions are based on historical experience, current information and legal advice, and they may be adjusted in the future based on new developments. Estimating probable losses requires the analysis of multiple forecasted factors that often depend on judgments and potential actions by third parties. On October 30, 2020, the Company, was named as defendants in a lawsuit filed by Karma Automotive LLC (“Karma”) in the United States District Court for the Central District of California. These claims are made in connection with consideration by us of a venture with Karma regarding Karma’s development of an infotainment system for the Endurance and assert that the Company unlawfully poached key Karma employees and misappropriated Karma’s trade secrets and other confidential information. Karma is seeking injunctive relief and various types of damages. The Company is continuing to evaluate the matters asserted in the lawsuit but intend to vigorously defend against these claims and believes it has strong defenses to the claims and the damages demanded. Although it is not possible to predict with certainty the ultimate outcome or cost of these matters, the Company believes they will not have a material adverse effect on our consolidated financial statements Except as described above, the Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. |
RELATED PARTY TRANSACTION
RELATED PARTY TRANSACTION | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 13 — RELATED PARTY TRANSACTIONS On November 7, 2019, the Company entered into an Asset Transfer Agreement, inclusive of an Operating Agreement, along with a separate Mortgage Agreement (collectively, the “Agreements”) with GM. Pursuant to the Agreements, the Company issued GM a Note Payable in the principal amount of $20.0 million, secured by the real property described in Note 4. Refer to Note 5 for further details on the related party Note Payable. On May 28, 2020, the Company entered into a Convertible Promissory Note with GM that provides a financing option to the Company of up to $10.0 million. Refer to Note 5 for further details on the Note. In August 2020, we entered into an emissions credit agreement with GM pursuant to which, and subject to the terms of which, during the first three three ten As of December 31, 2020, GM was no longer a holder of 5% or more of our Class A common stock and therefore was no longer determined to be a related party. On November 7, 2019, the Company entered into a transaction with Workhorse Group Inc., for the purpose of obtaining certain intellectual property. In connection with granting this license, Workhorse Group received 10% of the outstanding Legacy Lordstown common stock and was entitled to royalties of 1% of the gross sales price of the first 200,000 vehicle sales. In November 2020, we pre-paid a royalty payment to Workhorse Group in the amount of $4.75 million. The upfront royalty payment represents an advance on royalties due on 1% of the gross sales price of the first 200,000 vehicles sold, but only to the extent that the aggregate amount of such royalty fees exceeds the amount paid upfront. As of December 31, 2020, the royalties are recorded as prepaid expenses and will be amortized as a percent of each vehicle sold. |
LEASE COMMITMENTS
LEASE COMMITMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
LEASE COMMITMENTS | NOTE 14 — LEASE COMMITMENTS The Company leases certain facilities. Minimum annual rental commitments at December 31, 2020 under the operating leases are as follows: Operating Leases 2021 892 2022 919 2023 942 2024 956 2025 974 Thereafter 1,003 Total minimum lease payments $ 5,686 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates in Financial Statement Preparation | Use of Estimates in Financial Statement Preparation The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, if any, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and cash equivalents | Cash and cash equivalents Cash includes cash equivalents which are highly liquid investments that are readily convertible to cash. The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. The Company presents cash and cash equivalents within Cash and cash equivalents on the Balance Sheet. The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to significant credit risk. |
Property, plant and equipment | Property, plant and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Determination of useful lives and depreciation will begin once the assets are ready for their intended use. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repair expenditures are expensed as incurred, while major improvements that increase functionality of the asset are capitalized and depreciated ratably to expense over the identified useful life. Further, interest on any debt financing arrangement is capitalized to the purchased property, plant, and equipment if the requirements for capitalization are met. Long-lived assets, such as property, plant, and equipment are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. |
Intangible assets other than goodwill | Intangible assets other than goodwill Intangible assets include patents, copyrights, trade secrets, know-how, software, and all other intellectual property and proprietary rights connected with the electric pickup truck and other electric vehicle technology owned by Workhorse and contributed in exchange for equity in the Company. Determination of useful lives will be over the period of economic benefit and the related amortization will begin once the intangible assets are placed in use. The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. Impairment losses are measured by comparing the estimated fair value of the asset group to its carrying value. |
Research and development costs | Research and development costs The Company expenses research and development costs as they are incurred. Research and development costs consist primarily of personnel costs for engineering and research, prototyping costs, and contract and professional services. |
Stock-based compensation | Stock-based compensation The Company has adopted ASC 718, Accounting for Stock-Based Compensation The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. Further, pursuant to ASU 2016-09 – Compensation – Stock Compensation (Topic 718) |
Income taxes | Income taxes Income taxes are recorded in accordance with ASC 740, Income Taxes bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance against its deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. |
Recent accounting pronouncements | Recent accounting pronouncements In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases , and has subsequently issued several supplemental and/or clarifying ASUs (collectively ASC 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASC 842 is effective for the Company beginning after December 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements. |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY, PLANT AND EQUIPMENT | |
Summary of property, plant and equipment, net | 2020 2019 Property, Plant & Equipment Land $ 326 $ — Buildings 6,223 — Machinery and equipment 38,443 — Vehicles 142 — Construction in progress 56,529 20,276 $ 101,663 $ 20,276 Less: Accumulated depreciation — — Total $ 101,663 $ 20,276 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
STOCK-BASED COMPENSATION | |
Schedule of fair value assumptions | For the year ended December 31, For the period from April 30, 2019 to December 31, 2019 2020 Risk-free interest rate 1.59 % 1.73-1.93 % Expected term (life) of options (in years) 10.0 10.0 Expected dividends — % — % Expected volatility 50 % 50 % |
Schedule of stock option activity | Weighted Average Weighted Average Remaining Number of Grant Date Fair Weighted Average Contractual Options Value per Option Exercise Price Term (Years) Outstanding, April 30, 2019 — $ — $ — — Granted 4,436 1.09 Exercised — — Forfeited (84) 1.09 Expired — — Outstanding, December 31, 2019 4,352 $ 1.09 $ 1.79 8.9 Granted 1,021 1.08 Exercised — — Forfeited — — Expired — — Outstanding, December 31, 2020 5,373 $ 1.09 $ 1.79 9.0 |
CAPITAL STOCK AND EARNINGS PE_2
CAPITAL STOCK AND EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of the weighted-average number of shares outstanding for basic and diluted loss per share | For the period For the year ended from April 30, 2019 to December 31, 2020 December 31, 2019 Basic and diluted weighted-average shares outstanding 96,716 68,279 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of reconciliation of the statutory federal income tax | 2020 Rate 2019 Rate Federal tax benefit as statutory rates $ (21,117) (21.0) % $ (2,182) (21.0) % Stock based compensation 192 0.2 21 0.2 Other permanent differences 32 — 1 — Change in valuation allowance 20,893 20.8 2,160 20.8 Total tax benefit $ — — % $ — — % |
Schedule of deferred tax assets | 2020 2019 Deferred tax assets: Non-qualified stock options $ 436 $ 50 Net operating losses 22,617 2,110 Total deferred tax assets 23,053 2,160 Valuation allowance (23,053) (2,160) Total deferred tax assets, net of valuation allowance $ — $ — |
LEASE COMMITMENTS (Tables)
LEASE COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of minimum annual rental commitments under operating leases | Operating Leases 2021 892 2022 919 2023 942 2024 956 2025 974 Thereafter 1,003 Total minimum lease payments $ 5,686 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) $ / shares in Units, $ in Thousands | Oct. 23, 2020USD ($)$ / sharesshares | Oct. 22, 2020$ / sharesshares | Jan. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 30, 2019$ / shares | Apr. 30, 2019$ / shares |
Business Acquisition [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock issued for exercise of warrants | $ 30,692 | |||||||
Aggregate purchase price | $ 7,494 | 6,439 | ||||||
Cash proceeds from exercise of warrants | $ 30,692 | |||||||
Common Stock, Shares, Outstanding | shares | 168,007,960 | 68,279,182 | 168,007,960 | |||||
Common stock issued in recapitalization, net of redemptions and transaction costs | $ 745,500 | $ 745,520 | ||||||
Cash received in recapitalization, net of transaction costs | $ 671,800 | 671,836 | ||||||
Cumulative losses | $ (110,948) | $ (10,391) | (110,948) | |||||
Cash and cash equivalents | $ 629,761 | $ 2,159 | $ 629,761 | |||||
Merger Agreement With Diamond Peak Holdings Corp [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||
Exchange ratio | 55.8817 | |||||||
Aggregate shares | shares | 75,918,063 | |||||||
Class A common stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||
Conversion of Stock, Shares Issued | shares | 7,000,000 | |||||||
Common stock issued | shares | 50,000,000 | |||||||
Shares issued price per share | $ / shares | $ 10 | |||||||
Aggregate purchase price | $ 500,000 | |||||||
Shares issued upon notes conversion | shares | 4,000,000 | |||||||
Amount of shares issued upon notes conversion | $ 40,000 | |||||||
Conversion price per share | $ / shares | $ 10 | |||||||
Class B common stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||
Exchange ratio | 1 | |||||||
B G L Warrants [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants to purchase common stock | shares | 1,600,000 | |||||||
Warrant purchase price per share | $ / shares | $ 10 | |||||||
Public Warrants [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock issued for exercise of warrants (in shares) | shares | 2,700,000 | |||||||
Warrants to purchase common stock | shares | 9,300,000 | |||||||
Warrant purchase price per share | $ / shares | $ 11.50 | |||||||
Cash proceeds from exercise of warrants | $ 30,700 | |||||||
Private Placement Warrants [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants to purchase common stock | shares | 5,100,000 | |||||||
Private Placement Warrants [Member] | Subsequent Event [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock issued for exercise of warrants (in shares) | shares | 600,000 | |||||||
Cash proceeds from exercise of warrants | $ 82,000 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Apr. 30, 2019 | Nov. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Property, Plant and Equipment | ||||||
Property, Plant and Equipment, Gross | $ 20,276,000 | $ 20,276,000 | $ 101,663,000 | |||
Total | 20,276,000 | 20,276,000 | 101,663,000 | |||
Purchase of property, plant and equipment | $ 20,000,000 | |||||
Capital assets exchanged for equity | 23,200,000 | |||||
Interest expense capitalized | 100,000 | 1,000,000 | ||||
Proceeds from the sale of capital assets | 2,396,000 | |||||
Gain on disposal of fixed assets | 2,346,000 | |||||
Land | ||||||
Property, Plant and Equipment | ||||||
Property, Plant and Equipment, Gross | 326,000 | |||||
Buildings | ||||||
Property, Plant and Equipment | ||||||
Property, Plant and Equipment, Gross | 6,223,000 | |||||
Machinery and equipment | ||||||
Property, Plant and Equipment | ||||||
Property, Plant and Equipment, Gross | 38,443,000 | |||||
Vehicles | ||||||
Property, Plant and Equipment | ||||||
Property, Plant and Equipment, Gross | 142,000 | |||||
Construction in progress | ||||||
Property, Plant and Equipment | ||||||
Property, Plant and Equipment, Gross | 20,276,000 | $ 20,276,000 | 56,529,000 | |||
Depreciation expense | $ 0 | $ 0 | $ 0 | 0 | ||
Purchase of property, plant and equipment | $ 1,200,000 |
RELATED PARTY NOTES PAYABLE (De
RELATED PARTY NOTES PAYABLE (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2020 | May 28, 2020 | Jan. 31, 2020 | Nov. 07, 2019 | |
Debt Instrument [Line Items] | |||||
Interest cost capitalized as part of PPE | $ 100 | $ 1,000 | |||
Outstanding balance | 20,142 | ||||
GM | Convertible Note | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 10,000 | ||||
GM | Note Payable | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 20,000 | ||||
Stated interest rate | 7.00% | 5.00% | |||
Outstanding balance | $ 20,100 |
INTANGIBLES OTHER THAN GOODWI_2
INTANGIBLES OTHER THAN GOODWILL (Details) - Licensed technology $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset value | $ 11.1 |
Finite-Lived Intangible Asset, Useful Life | 3 years |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Apr. 17, 2020 | |
Debt Instrument [Line Items] | |||
Loan amount | $ 1,015 | ||
Proceeds from Convertible Promissory Notes | $ 37,800 | $ 38,796 | |
PPP Loan | |||
Debt Instrument [Line Items] | |||
Loan amount | $ 1,000 |
DUE TO RELATED PARTY (Details)
DUE TO RELATED PARTY (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Due to related party | $ 2,631 | |
GM | ||
Related Party Transaction [Line Items] | ||
Related party expense | 2,600 | $ 3,300 |
Due to related party | $ 2,600 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) shares in Millions | 12 Months Ended |
Dec. 31, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period | 10 years |
Shares authorized | 13 |
Minimum exercise price, as a percent of grant date fair value | 100.00% |
Minimum exercise price, as a percent of grant date fair value, awards to 10% shareholders | 110.00% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercisable period | 1 year |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercisable period | 3 years |
STOCK-BASED COMPENSATION - Weig
STOCK-BASED COMPENSATION - Weighted average assumptions (Details) | Apr. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Weighted average assumptions | |||||
Risk-free interest rate | 1.59% | ||||
Expected term (life) of options (in years) | 10 years | 10 years | |||
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% | |
Expected volatility | 50.00% | 50.00% | |||
Minimum | |||||
Weighted average assumptions | |||||
Risk-free interest rate | 1.73% | ||||
Maximum | |||||
Weighted average assumptions | |||||
Risk-free interest rate | 1.93% |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock option activity (Details) - $ / shares shares in Thousands | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Number of Options | |||
Outstanding, beginning of period | 4,352 | ||
Granted (in shares) | 4,436 | 1,021 | |
Forfeited (in shares) | 84 | ||
Outstanding, end of period | 4,352 | 5,373 | |
Weighted Average Grant Date Fair Value per Option | |||
Outstanding, beginning of period | $ 1.09 | ||
Granted | $ 1.09 | 1.08 | |
Forfeited | 1.09 | ||
Outstanding, end of period | 1.09 | 1.09 | |
Weighted Average Exercise Price | |||
Outstanding, beginning of period | 1.79 | ||
Outstanding, end of period | $ 1.79 | $ 1.79 | |
Weighted Average Remaining Contractual Life (in years) | |||
Outstanding | 0 years | 8 years 10 months 24 days | 9 years |
STOCK-BASED COMPENSATION - Expe
STOCK-BASED COMPENSATION - Expense and Unrecognized (Details) - USD ($) $ in Millions | 8 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
STOCK-BASED COMPENSATION | ||
Stock-based compensation expense | $ 0.3 | $ 2.8 |
Unrecognized compensation expense | $ 4.4 | $ 2.7 |
CAPITAL STOCK AND EARNINGS PE_3
CAPITAL STOCK AND EARNINGS PER SHARE (Details) - $ / shares | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2020 | Jun. 30, 2019 | Apr. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares authorized per Charter | 312,000,000 | |||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 12,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Common stock, shares issued | 68,279,182 | 168,007,960 | ||
Common stock, shares outstanding | 68,279,182 | 168,007,960 | ||
BASIC AND DILUTED LOSS PER SHARE | ||||
Basic and diluted weighted average shares outstanding | 68,279,000 | 96,716,000 | ||
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents | 5,300,000 | |||
B G L Warrants [Member] | Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents | 1,600,000 | |||
Public Warrants [Member] | Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents | 6,600,000 | |||
Private Placement Warrants [Member] | Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents | 5,100,000 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of the statutory federal income tax (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Amount | ||
Federal tax benefit as statutory rates | $ (2,182) | $ (21,117) |
Stock-based compensation | 21 | 192 |
Other permanent differences | 1 | 32 |
Change in valuation allowance | $ 2,160 | 20,893 |
Total tax benefit | $ 0 | |
Rates | ||
Federal tax benefit as statutory rates | 21.00% | 21.00% |
Stock-based compensation, rate | 0.20% | 0.20% |
Change in valuation allowance, rate | 20.80% | 20.80% |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Non-qualified stock options | $ 436 | $ 50 |
Net operating losses | 22,617 | 2,110 |
Total deferred tax assets | 23,053 | 2,160 |
Valuation allowance | $ (23,053) | $ (2,160) |
INCOME TAXES (Details)
INCOME TAXES (Details) - Domestic Tax Authority [Member] - USD ($) | Apr. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 10,000,000 | $ 107,700,000 | ||
Federal income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Thousands | Nov. 07, 2019USD ($)item | Nov. 30, 2020USD ($)item | Aug. 31, 2020 | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) | May 28, 2020USD ($) |
GM | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses incurred, to date | $ 2,600 | $ 3,300 | ||||
Agreement Term | 3 years | |||||
Agreement Term Qualifier Period | 10 months | |||||
Percentage of market price | 75.00% | |||||
GM | Convertible Note | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum borrowing capacity | $ 10,000 | |||||
GM | Note Payable | ||||||
Related Party Transaction [Line Items] | ||||||
Principal amount | $ 20,000 | |||||
Transaction with Workhorse Group Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage ownership conveyed in connection with license agreement | 10.00% | |||||
Royalty percentage | 1.00% | 1.00% | ||||
Prepaid Royalties | $ 4,750 | |||||
Number of vehicles subject to royalty | item | 200,000 | 200,000 |
LEASE COMMITMENTS (Details)
LEASE COMMITMENTS (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2021 | $ 892 |
2022 | 919 |
2023 | 942 |
2024 | 956 |
2025 | 974 |
Thereafter | 1,003 |
Total minimum lease payments | $ 5,686 |