Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 03, 2023 | Jun. 30, 2022 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | Class A 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 | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 325,277,066 | ||
Entity Common Stock, Shares Outstanding | 238,985,109 | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | New York | ||
Entity Central Index Key | 0001759546 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 121,358 | $ 244,016 |
Short-term investments | 100,297 | |
Inventory, net | 13,672 | |
Prepaid expenses and other current assets | 20,548 | 47,121 |
Total current assets | 255,875 | 291,137 |
Property, plant and equipment, net | 193,780 | 382,746 |
Intangible assets | 1,000 | |
Other non-current assets | 2,657 | 13,900 |
Total Assets | 452,312 | 688,783 |
Current Liabilities | ||
Accounts payable | 12,801 | 12,098 |
Accrued and other current liabilities | 56,033 | 35,507 |
Purchase price down payment from Foxconn | 100,000 | |
Total current liabilities | 68,834 | 147,605 |
Warrant and other non-current liabilities | 1,446 | 1,578 |
Total liabilities | 70,280 | 149,183 |
Mezzanine equity | ||
Convertible Preferred stock, $0.0001 par value, 12,000,000 shares authorized; 300,000 and 0 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 30,261 | |
Stockholders' equity | ||
Class A common stock, $0.0001 par value, 450,000,000 shares authorized; 238,924,486 and 196,391,349 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 24 | 19 |
Additional paid in capital | 1,178,960 | 1,084,390 |
Accumulated deficit | (827,213) | (544,809) |
Total stockholders' equity | 351,771 | 539,600 |
Total liabilities and stockholders' equity | $ 452,312 | $ 688,783 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets | ||
Temporary equity par value | $ 0.0001 | $ 0.0001 |
Temporary equity shares authorized | 12,000,000 | 12,000,000 |
Temporary equity, shares issued | 300,000 | 0 |
Temporary equity shares outstanding | 300,000 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares issued | 238,924,486 | 196,391,349 |
Common stock, shares outstanding | 238,924,486 | 196,391,349 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Operations | |||
Net sales | $ 194 | ||
Cost of sales | 30,023 | ||
Operating Expenses | |||
Selling, general and administrative expenses | 138,270 | $ 105,362 | $ 31,316 |
Research and development expenses 1 | 107,816 | 284,016 | 70,967 |
Impairment of property plant & equipment and intangibles | 111,389 | ||
Amortization of intangible assets | 11,111 | ||
Total operating expenses | 357,475 | 400,489 | 102,283 |
Loss from operations | (387,304) | (400,489) | (102,283) |
Other income (expense) | |||
Gain on sale of assets | 100,906 | ||
Other income (expense) | 788 | (10,079) | (20,866) |
Interest income (expense) | 3,206 | 200 | (901) |
Loss before income taxes | (282,404) | (410,368) | (124,050) |
Income tax expense | 0 | 0 | 0 |
Net loss | (282,404) | (410,368) | (124,050) |
Less preferred stock dividend | 261 | ||
Net loss attributable to common shareholders | $ (282,665) | $ (410,368) | $ (124,050) |
Net loss per share attributable to common shareholders | |||
Basic (in dollars per share) | $ (1.35) | $ (2.27) | $ (1.28) |
Diluted (in dollars per share) | $ (1.35) | $ (2.27) | $ (1.28) |
Weighted-average number of common shares outstanding | |||
Basic (in shares) | 208,682 | 180,722 | 96,716 |
Diluted (in shares) | 208,682 | 180,722 | 96,716 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Consolidated Statements of Operations | |
Reimbursement expense | $ 18.4 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock Equity Funding Agreement With Foxconn | Common Stock Sales Agreement | Common Stock Foxconn Investment Agreement for Common Stock | Common Stock | Preferred stock Foxconn Investment Agreement for Preferred Stock | Preferred stock | Additional Paid-In Capital Equity Funding Agreement With Foxconn | Additional Paid-In Capital Sales Agreement | Additional Paid-In Capital Foxconn Investment Agreement for Common Stock | Additional Paid-In Capital | Accumulated Deficit | Equity Funding Agreement With Foxconn | Sales Agreement | Foxconn Investment Agreement for Common Stock | Total |
Beginning balance at Dec. 31, 2019 | $ 7 | $ 18,940 | $ (10,391) | $ 8,556 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 68,729 | ||||||||||||||
Issuance of Class A Common stock | $ 2 | 6,437 | 6,439 | ||||||||||||
Issuance of Class A Common stock (in shares) | 8,652 | ||||||||||||||
Class A Common stock issued for conversion of notes payable | 38,725 | 38,725 | |||||||||||||
Class A Common stock issued for conversion of notes payable (in shares) | 4,032 | ||||||||||||||
Class A Common stock issued for exercise of warrants | 53,724 | 53,724 | |||||||||||||
Class A Common stock issued for exercise of warrants (in shares) | 2,669 | ||||||||||||||
Class A Common stock issued in recapitalization, net of redemptions and transaction costs | $ 8 | 644,581 | 644,589 | ||||||||||||
Class A Common stock issued in recapitalization, net of redemptions and transaction costs (in shares) | 84,376 | ||||||||||||||
Stock compensation | 2,755 | 2,755 | |||||||||||||
Net loss | (124,050) | (124,050) | |||||||||||||
Ending balance at Dec. 31, 2020 | $ 17 | 765,162 | (134,441) | 630,738 | |||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 168,008 | ||||||||||||||
Issuance of Class A Common stock | $ 50,000 | 6,368 | $ 50,000 | 6,368 | |||||||||||
Issuance of Class A Common stock (in shares) | 7,248 | 3,559 | |||||||||||||
Class A Common stock issued for exercise of warrants | $ 1 | 194,797 | 194,798 | ||||||||||||
Class A Common stock issued for exercise of warrants (in shares) | 7,984 | ||||||||||||||
Class A Common stock issued under the Equity Purchase Agreement | $ 1 | 49,374 | 49,375 | ||||||||||||
Class A Common stock issued under the Equity Purchase Agreement (in shares) | 9,592 | ||||||||||||||
Stock compensation | 18,689 | 18,689 | |||||||||||||
Net loss | (410,368) | (410,368) | |||||||||||||
Ending balance at Dec. 31, 2021 | $ 19 | 1,084,390 | (544,809) | 539,600 | |||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 196,391 | ||||||||||||||
Issuance of Class A Common stock | $ 2 | $ 1 | $ 30,000 | $ 12,418 | $ 21,722 | 2,113 | $ 12,418 | $ 21,724 | 2,114 | ||||||
Issuance of Class A Common stock (in shares) | 7,766 | 12,917 | 1,106 | 300 | |||||||||||
Restricted stock vesting | (684) | (684) | |||||||||||||
Restricted stock vesting (in shares) | 3,280 | ||||||||||||||
Class A Common stock issued under the Equity Purchase Agreement | $ 2 | 40,436 | 40,438 | ||||||||||||
Class A Common stock issued under the Equity Purchase Agreement (in shares) | 17,464 | ||||||||||||||
Accrual of convertible preferred stock paid-in-kind dividends | $ 261 | ||||||||||||||
Accrual of convertible preferred stock paid-in-kind dividends | (261) | (261) | |||||||||||||
Stock compensation | 18,826 | 18,826 | |||||||||||||
Net loss | (282,404) | (282,404) | |||||||||||||
Ending balance at Dec. 31, 2022 | $ 24 | $ 30,261 | $ 1,178,960 | $ (827,213) | $ 351,771 | ||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 238,924 | 300 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net loss | $ (282,404) | $ (410,368) | $ (124,050) |
Adjustments to reconcile net loss to cash used by operating activities: | |||
Stock-based compensation | 18,826 | 18,689 | 2,755 |
Gain on disposal of fixed assets | (100,906) | (2,346) | |
Impairment of property plant & equipment and intangibles | 111,389 | ||
Write-off of prepaid royalty | 4,728 | ||
Amortization of intangible assets | 11,111 | ||
Depreciation of property plant and equipment | 8,476 | ||
Write down of inventory and prepaid inventory | 48,529 | ||
Other non-cash changes | (384) | 10,858 | 23,493 |
Changes in assets and liabilities: | |||
Accounts receivables | (203) | 21 | (21) |
Inventory | (54,646) | ||
Prepaid expenses and other assets | 10,648 | (34,124) | (24,663) |
Accounts payable | 2,527 | (17,008) | 25,767 |
Accrued expenses and other liabilities | 19,657 | 32,831 | (531) |
Net Cash used by operating activities | (213,764) | (387,990) | (99,596) |
Cash flows from investing activities | |||
Purchases of property plant and equipment | (54,567) | (284,514) | (52,645) |
Purchases of short-term investments | (100,297) | (1,000) | |
Investment in Foxconn Joint Venture | (13,500) | ||
Return of investment in Foxconn Joint Venture | 13,500 | ||
Proceeds from the sale of capital assets | 39,960 | 2,396 | |
Net Cash used by investing activities | (114,904) | (285,514) | (50,249) |
Cash flows from financing activities | |||
Proceeds from notes payable for Foxconn Joint Venture | 13,500 | 38,796 | |
Settlement of notes payable for Foxconn Joint Venture | (13,500) | ||
Down payments received from Foxconn | 100,000 | 100,000 | |
Cash received in recapitalization, net of transaction costs | 701,520 | ||
Issuance of common stock | 2,114 | 6,368 | 6,439 |
Tax withholding payments related to net settled restricted stock compensation | (684) | ||
Cash proceeds from exercise of warrants | 82,016 | 30,692 | |
Cash received from Foxconn Subscription Agreement | 50,000 | ||
Proceeds from Equity Purchase Agreement, net of issuance costs | 40,438 | 49,375 | |
Net Cash provided by financing activities | 206,010 | 287,759 | 777,447 |
(Decrease) / Increase in cash and cash equivalents | (122,658) | (385,745) | 627,602 |
Cash and cash equivalents, beginning balance | 244,016 | 629,761 | 2,159 |
Cash and cash equivalents, ending balance | 121,358 | 244,016 | 629,761 |
Non-cash items | |||
Derecognition of Foxconn down payments for sale of fixed assets | 200,000 | ||
Capital assets acquired with payables | 339 | $ 2,162 | 5,592 |
Conversion of notes payable to equity | 38,725 | ||
Capital assets exchanged for equity | $ 23,200 | ||
Foxconn Investment Agreement for Common Stock | |||
Cash flows from financing activities | |||
Issuance of common stock | 21,724 | ||
Foxconn Investment Agreement for Preferred Stock | |||
Cash flows from financing activities | |||
Proceeds from issuance of preferred stock | 30,000 | ||
At Market Offering | |||
Cash flows from financing activities | |||
Issuance of common stock | $ 12,418 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
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,” the “Company” or “we”), is an original equipment manufacturer (“OEM”) of electric light duty vehicles focused on the commercial fleet market. Since inception, we have been developing our flagship vehicle, the Endurance, an electric full-size pickup truck. In the third quarter of 2022, the Company started commercial production of the Endurance with the first two vehicles completing assembly in September. The Company subsequently completed homologation and testing and received required certifications enabling us to record sales of the first three vehicles in the fourth quarter of 2022. Engineering readiness, quality and part availability governed the initial timing and speed of the Endurance launch. The rate of Endurance production remained very low during the fourth quarter of 2022 as we addressed launch related issues that are often discovered as an entirely new vehicle begins operating in new and different environments by customers. Those challenges continue into 2023 as we have experienced performance and quality issues with certain Endurance components that have led us to Our ongoing production and sales volume and rate will be subject to our ability to address these performance issues and consistently receive parts of acceptable quality in the appropriate quantities. Disruptions caused by one or more of these factors could lead to further pauses in vehicle builds or completed vehicle shipments or recalls. If and when these matters are resolved, we anticipate increasing the rate of production and sale of our first batch of up to 500 Endurance vehicles in order to seed the commercial fleet market, demonstrate the capabilities of the truck, and support our OEM partnership pursuits, which is critical to scaling production. Because our current bill of material (“BOM”) cost for the Endurance is well above our current selling price, we are limiting our expected production to up to 500 units in order to minimize our losses, which we anticipate being for the foreseeable future. We are implementing a strategy designed to accelerate the launch of new commercial electric vehicles (“EVs”). This includes working on our own vehicle programs as well as partnering with third parties, including Foxconn and its affiliates (as defined below), as we seek to leverage our vehicle development experience, our proprietary and open-source code and other non-proprietary technologies, our existing Endurance vehicle platform, and potentially new vehicle platforms to drive commonality and scale, and more efficiently develop and launch EVs, to enhance capital efficiency and achieve profitability. Foxconn Transactions The Company entered into a series of transactions with affiliates of Hon Hai Technology Group (“HHTG”; either HHTG or applicable affiliates of HHTG are referred to herein as “Foxconn”), beginning with the Agreement in Principal that was announced on September 30, 2021, pursuant to which we entered into definitive agreements to sell our manufacturing facility in Lordstown, Ohio under an Asset Purchase Agreement (as defined below) and outsource manufacturing of the Endurance to Foxconn under a Contract Manufacturing Agreement (as defined below). Closing of the APA with Foxconn On May 11, 2022, Lordstown EV Corporation, a Delaware corporation and wholly-owned subsidiary of the Company (“Lordstown EV”), closed the transactions contemplated by the asset purchase agreement with Foxconn EV Technology, Inc., an Ohio corporation, and an affiliate of HHTG, dated November 10, 2021 (the “Asset Purchase Agreement” or “APA” and the closing of the transactions contemplated thereby, the “APA Closing”). Pursuant to the APA, Foxconn purchased Lordstown EV’s manufacturing facility located in Lordstown, Ohio. Lordstown EV continues to own our hub motor assembly line, as well as our battery module and pack line assets, certain tooling, intellectual property rights and other excluded assets, and outsources all of the manufacturing of the Endurance to Foxconn under the Contract Manufacturing Agreement. Lordstown EV also entered into a lease pursuant to which Lordstown EV leases space located at the Lordstown, Ohio facility from Foxconn for its Ohio-based employees for a term equal to the duration of the Contract Manufacturing Agreement plus 30 days. The right of use asset and liability related to this lease is immaterial. We received $257 million in proceeds related to the sale, consisting of $230 million initial purchase price for the assets, plus $8.9 million for expansion investments and an $18.4 million reimbursement payment for certain operating costs incurred by us from September 1, 2021, through the APA Closing. Foxconn made down payments of the purchase price totaling $200 million through April 15, 2022, of which $100 million was received in both 2022 and 2021. The $30 million balance of the purchase price and a reimbursement payment of approximately $27.5 million were paid at the APA Closing; $17.5 million was attributable to the reimbursement of certain operating expenses reported in research and development and $10 million was attributable to expansion costs. Under the terms of the APA, the $17.5 million reimbursement costs were an estimate which upon final settlement was subsequently increased to $18.4 million. Research and development costs are presented net of the $18.4 million reimbursement of costs by Foxconn for the year ended December 31, 2022. Included in the $18.4 million reimbursement were approximately $7.7 million of research and development costs incurred in 2021. Also, in connection with the APA Closing, the Company issued the Foxconn Warrants, which are exercisable until the third anniversary of the APA Closing for 1.7 million shares of Class A common stock at an exercise price of $10.50 per share. In October 2021, prior to entering into the APA, Foxconn purchased 7.2 million shares of the Company’s Class A common stock for approximately $50.0 million. Contract Manufacturing Agreement On May 11, 2022, Lordstown EV and Foxconn entered into a manufacturing supply agreement (the “Contract Manufacturing Agreement” or “CMA”) in connection with the APA Closing. Pursuant to the Contract Manufacturing Agreement, Foxconn (i) manufactures the Endurance at the Lordstown facility for a fee per vehicle, (ii) following a transition period, procure components for the manufacture and assembly of the Endurance, subject to sourcing specifications provided by Lordstown EV, and (iii) provides certain post-delivery services. The CMA provides us with an almost entirely variable manufacturing cost structure and alleviates us of the burden to invest in and maintain the Lordstown facility. The CMA requires Foxconn to use commercially reasonable efforts to assist with reducing component and logistics costs and reducing the overall BOM cost of the Endurance, and otherwise improving the commercial terms of procurement with suppliers. However, given the limited production volume of the first batch of the Endurance, and in the event we do not scale production, we do not anticipate that we will realize any material reduction of costs or improvement in commercial terms. Foxconn conducts testing in accordance with procedures established by us and we are generally responsible for all motor vehicle regulatory compliance and reporting. The Contract Manufacturing Agreement also allocates responsibility between the parties for other matters, including component defects, quality assurance and warranties of manufacturing and design. Foxconn invoices us for manufacturing costs on a fee per vehicle produced basis, and to the extent purchased by Foxconn, component and other costs. Production volume and scheduling are based upon rolling weekly forecasts we provide that are generally binding only for a 12-week period, with some ability to vary the quantities of vehicle type. The CMA became effective on May 11, 2022 and continues for an initial term of 18 months plus a 12-month notice period in the event either party seeks to terminate the agreement. In the event no party terminates the Contract Manufacturing Agreement following the initial term, it will continue on a month-to-month basis unless terminated upon 12 months’ prior notice. The CMA can also be terminated by either party due to a material breach of the agreement and will terminate immediately upon the occurrence of any bankruptcy event. Investment Agreement On November 7, 2022, we entered into an investment agreement with Foxconn under which Foxconn agreed to make an additional equity investment in the Company through the purchase of $70 million of our Class A common stock and up to $100 million in Series A Convertible Preferred Stock, $0.0001 par value per share (the “Preferred Stock”) subject to conditions, including, without limitation, regulatory approvals and satisfaction of certain EV program milestones established by the parties (collectively, the “Investment Agreement”). Pursuant to the Investment Agreement, the parties have agreed to terminate the Foxconn Joint Venture and cause development activities to be undertaken directly by us. (See Note 8 – Capital Stock and Earnings Per Share). On November 22, 2022, the Company completed the initial closing under the Investment Agreement, at which Foxconn purchased (a) approximately 12.9 million shares of Class A common stock at a purchase price of $1.76 per share, and (b) 0.3 million shares of Preferred Stock at a purchase price of $100 per share, for an aggregate purchase price of approximately $52.7 million (the “Initial Closing”). The Investment Agreement also provides for a second closing (the “Subsequent Common Closing”), at which Foxconn will purchase approximately 26.9 million additional shares of Class A common stock at a purchase price of $1.76 per share following the parties’ receipt of a written communication from the U.S. government’s Committee on Foreign Investment in the United States (“CFIUS”) that CFIUS has concluded that the transactions contemplated by the Investment Agreement are not a “covered transaction” or CFIUS has concluded that there are no unresolved national security concerns with respect to the transactions (“CFIUS Clearance”) and subject to the other conditions set forth in the Investment Agreement. Upon satisfaction of certain EV Program milestones (including establishing an EV Program budget) and subject to satisfaction of other conditions set forth in the Investment Agreement, Foxconn will purchase in two tranches up to 0.7 million additional shares of Preferred Stock at a purchase price of $100 per share. The first tranche will be in an amount up to 0.3 million shares for an aggregate purchase price of $30 million; and the second tranche will be in an amount up to 0.4 million shares for an aggregate purchase price of $40 million. The parties have agreed to use commercially reasonable efforts to agree upon the EV Program budget and program milestones no later than May 7, 2023. However, no assurances can be given that each of the conditions to subsequent fundings by Foxconn will be satisfied or as to the timing of any such fundings. The Asset Purchase Agreement, Contract Manufacturing Agreement and the Investment Agreement together are herein referred to as the “Foxconn Transactions.” Ongoing Operations We need additional funding to execute our business plan. We are also seeking strategic partners, including other automakers, to provide additional capital and other support to enable us to scale the Endurance program and to develop new vehicle programs in coordination with Foxconn or otherwise. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Pursuant to the Investment Agreement with Foxconn, described in Note 8 – Capital Stock and Earnings Per Share, subject to conditions, including, without limitation, regulatory approvals and satisfaction of certain EV program milestones as set forth in the Investment Agreement, the Company could receive up to $117.3 million of additional funding, of which $70.0 million may only be used in connection with the planning, designing, developing, engineering, testing, industrializing, certifying, homologating and launching one or more EVs in collaboration with Foxconn (the “EV Program”). Notwithstanding this funding arrangement, we will continue to require substantial additional capital in order to fulfill our business plans under the EV Program and otherwise. No assurance can be given that we will successfully or timely implement the terms of the Investment Agreement or be able to realize the potential benefits of the Foxconn Transactions and otherwise. As discussed under Note 8 – Capital Stock and Earnings Per Share, on November 7, 2022, the Company entered into an Open Market Sales Agreement (the “Sales Agreement”) with Jefferies LLC, as agent (“Jefferies”), pursuant to which the Company may offer and sell up to approximately 50.2 million shares of its Class A common stock from time to time through Jefferies (the “ATM Offering”). During 2022, Jefferies sold approximately 7.8 million shares of Class A common stock which resulted in net proceeds of $12.4 million. In the future, any additional sales will depend on a variety of factors and no assurance can be given that the Company will sell any shares of Class A common stock under the Sales Agreement, or, if it does, as to the price or amount of the shares that it sells or the dates when such sales will take place and, even if funds are raised under the ATM Offering, the Company will require additional financing to execute its business plan. We continue to explore all financing alternatives as our operations are anticipated to require significant capital for the foreseeable future, along with maintaining liquidity in excess of our targeted minimum liquidity of $75 million to $100 million. We are also seeking strategic partners, including other automakers, to provide additional capital and other support to enable us to scale the Endurance program and to develop new vehicle programs in coordination with Foxconn or otherwise. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Business Combination and Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiary. All intercompany accounts and transactions are eliminated upon consolidation. The Company has also reclassified the presentation of certain prior-year amounts to conform to the current presentation. On October 23, 2020 (the “Closing Date”), Diamond Peak Holdings Corp. (“DiamondPeak”) consummated the transactions contemplated by the agreement and plan of merger (the “Merger Agreement”), dated August 1, 2020, among DiamondPeak, Lordstown EV Corporation (formerly known as Lordstown Motors Corp.), a Delaware corporation (“Legacy LMC”), and DPL Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub merged with and into Legacy LMC with Legacy LMC surviving the merger (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). On the Closing Date, and in connection with the closing of the Business Combination (the “Closing”), DiamondPeak changed its name to Lordstown Motors Corp (the “Company”) and Legacy LMC became a wholly owned subsidiary of the Company. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock, par value $0.0001 per share, of Legacy LMC (“Legacy LMC Common Stock”) was converted into 55.8817 shares (the “Exchange Ratio”) of Class A common stock, par value $0.0001 per share, of the Company (“Class A common stock”), resulting in an aggregate of 75,918,063 shares of Class A common stock issued to Legacy LMC stockholders. At the Effective Time, each outstanding option to purchase Legacy LMC Common Stock (“Legacy LMC Options”), whether vested or unvested, was automatically converted into an option to purchase a number of shares of Class A common stock equal to the product of (x) the number of shares of Legacy LMC Common Stock subject to such Legacy LMC Option and (y) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per share of Legacy LMC Common Stock of such Legacy LMC Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, as in effect prior to the Closing, each outstanding share of DiamondPeak’s Class B common stock, par value $0.0001 per share, was automatically converted into one share of the Company’s Class A common stock at the Closing, resulting in an issuance of 7 million shares of Class A common stock in the aggregate. In connection with the Closing, the Company (a) issued and sold an aggregate of 50 million shares of Class A common stock for $10.00 per share at an aggregate purchase price of $500 million pursuant to previously announced subscription agreements with certain investors (the “PIPE Investors”), (b) issued an aggregate of approximately 4 million shares of Class A common stock to holders of $40 million in aggregate principal amount plus accrued interest, of Legacy LMC convertible promissory notes at a conversion price of $10.00 per share upon automatic conversion of such notes (the “Note Conversions”), and (c) issued the BGL Warrants providing for the purchase of 1.6 million shares of Class A common stock at a purchase price of $10.00 per share to a third party. Additionally, the Company assumed 9.3 million Public Warrants and 5.1 million Private Warrants both of which were originally issued by DiamondPeak with an exercise price of $11.50. In December 2020, 2.7 million of the Public Warrants were exercised which resulted in $30.7 million in proceeds. In January 2021, a significant portion of the remaining Public Warrants and 0.6 million of the Private Warrants were exercised upon payment of the cash exercise price, which resulted in cash proceeds of $82.0 million. As of December 31, 2022 and 2021, there were 2.3 million Private Warrants, 1.6 million BGL Warrants and no Public Warrants outstanding. See further discussion related to the accounting of the Public Warrants and Private Warrants in Note 3. Pursuant to the Business Combination, the merger between a DiamondPeak and Legacy LMC was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, Legacy LMC was deemed to be the accounting acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy LMC issuing stock for the net assets of DiamondPeak, accompanied by a recapitalization. The net assets of DiamondPeak are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy LMC. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. As part of the Business Combination, we recorded $644.6 million in equity for the recapitalization, net of transaction costs and $100.9 million in liabilities related to the Public and Private Warrants described in Note 3 – Fair Value Measurements. The Company received cash proceeds of $701.5 million as a result of the Business Combination which was net of the settlement of the $20.8 million related party note payable and $23.2 million in property purchased through equity both as described in Note 11 – Related Party Transactions. Additionally, a $5 million Convertible Note and the $5.9 million amount in Due to related party as described in Note 11 – Related Party Transactions were also settled in conjunction with the Business Combination. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern. Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these consolidated financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the consolidated financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the consolidated financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The Company had cash, cash equivalents, and short-term investments of approximately $221.7 million and an accumulated deficit of $827.2 million at December 31, 2022 and a net loss of $282.4 million for the year ended December 31, 2022. Since inception, we have been developing our flagship vehicle, the Endurance, an electric full-size pickup truck. In the third quarter of 2022, the Company started commercial production of the Endurance with the first two vehicles completing assembly in September. The Company subsequently completed homologation and testing and received required certifications that enabled us to begin sales Our ongoing production and sales volume and rate will be subject to our ability to address these performance issues and consistently receive parts of acceptable quality in the appropriate quantities. Disruptions caused by one or more of these factors could lead to further pauses in vehicle builds or completed vehicle shipments or recalls. If and when these matters are resolved, we anticipate increasing the rate of production and sale of our first batch of up to 500 Endurance vehicles in order to seed the commercial fleet market, demonstrate the capabilities of the truck, and support our OEM partnership pursuits, which is critical to scaling production. Because our current BOM cost for the Endurance is well above our current selling price, we are limiting our expected production to up to 500 units in order to minimize our losses, which we anticipate being for the foreseeable future. As a result of these other factors, the actual number of vehicles produced could be significantly below 500. The Company’s ability to continue as a going concern is dependent on our ability to effectively implement and realize the benefits of the Foxconn Transactions, raise substantial additional capital, scale the production of the Endurance and develop additional vehicles. The Company’s current level of cash, cash equivalents and short-term investments are not sufficient to execute our business plan. For the foreseeable future, we will incur significant operating expenses, capital expenditures and working capital funding that will deplete our cash on hand. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these condensed consolidated financial statements. As a result of having insufficient capital to execute our business plan, we have substantially limited investments in tooling and other aspects of the Endurance and our operations. Furthermore, we must make trade-offs regarding our business plan, including not being able to invest in the hard tooling necessary to reduce our BOM cost, which are likely to result in higher costs for the Company in the future and are likely to slow or impair future design enhancements or options we may otherwise seek to make available to Endurance customers. Our research and development expenses and capital expenditures are significant due to spending that was needed to achieve certification, homologation and all the related activities to commence commercial sale of the Endurance. During 2021, we experienced the stress that the COVID-19 pandemic put on the global automotive supply chain. Furthermore, in 2021 and 2022, we have incurred significant freight charges due in part to the COVID-19 pandemic and challenging logistics that created delays and higher pricing on standard freight, as well as substantially higher expedited freight charges to mitigate delays. The Company expects continued supply chain constraints including the availability of and long lead times for components, as well as raw materials and other pricing pressures that are likely to negatively impact our cost structure and production timeline. We also have meaningful exposure to material losses and costs related to ongoing litigation for which insurance has been denied for certain claims and may be unavailable for those and other claims. See Note 10 – Commitments and Contingencies for additional information. In an effort to alleviate these conditions, our management continues to seek and evaluate opportunities to raise additional funds through the issuance of equity or debt securities, asset sales, through arrangements with strategic partners or through financing from government or financial institutions. We have engaged a financial advisor to advise the Company on additional financing alternatives Pursuant to the Investment Agreement with Foxconn, described in Note 8 – Capital Stock and Earnings Per Share, subject to conditions, including, without limitation, regulatory approvals and satisfaction of certain EV program milestones as set forth in the Investment Agreement, the Company could receive up to $117.3 million of additional funding, of which $70 million may only be used in connection with the EV Program. Notwithstanding this funding arrangement, we will continue to require substantial additional capital in order to fulfill our business plans under the EV Program and otherwise. No assurance can be given that we will successfully or timely implement the terms of the Investment Agreement or be able to realize the potential benefits of the Foxconn Transactions or otherwise. As discussed under Note 8 – Capital Stock and Earnings Per Share, on November 7, 2022, the Company entered into an Open Market Sales Agreement (the “Sales Agreement”) with Jefferies LLC, as agent (“Jefferies”), pursuant to which the Company may offer and sell up to approximately 50.2 million shares of its Class A common stock from time to time through Jefferies (the “ATM Offering”). During 2022, Jefferies sold approximately 7.8 million shares of Class A common stock which resulted in net proceeds of $12.4 million. In the future, additional sales will depend on a variety of factors and no assurance can be given that the Company will sell any shares of Class A common stock under the Sales Agreement, or, if it does, as to the price or amount of the shares that it sells or the dates when such sales will take place and, even if funds are raised under the ATM Offering, the Company will require additional financing to execute its business plan. As we seek additional sources of financing and strategic partners, there can be no assurance that such financing would be available to us on favorable terms or at all. The Company’s ability to obtain additional financing is subject to several factors, including market and economic conditions, the significant amount of capital required, the fact that the Endurance BOM cost is currently, and expected to continue to be, substantially higher than the current selling price of the Endurance, uncertainty surrounding the performance of the vehicle, meaningful exposure to material expenses and losses related to ongoing litigation and the SEC investigation, the market price of our stock, potential dilution from the issuance of additional shares of Class A common stock and Preferred stock and future financings, our performance and investor sentiment with respect to the Company and our business and industry, as well as our ability to effectively implement and realize the expected benefits of the Foxconn Transactions. As a result of these uncertainties, and notwithstanding management’s plans and efforts to date, there continues to be substantial doubt about the Company’s ability to continue as a going concern. If we are unable to raise substantial additional capital in the near term, our operations and production plans will be scaled back or curtailed. If the funds raised are insufficient to provide a bridge to consistent serial production at a profit, our operations could be severely curtailed or cease entirely and we may not realize any significant value from our assets. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
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, cash equivalents and short-term investments 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. In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Our short-term investments consist primarily of liquid investment grade commercial paper, which are diversified among individual issuers, including non-U.S. governments, non-U.S. governmental agencies, supranational institutions, banks and corporations. The short-term investments are accounted for as available-for-sale securities. The settlement risk related to these investments is insignificant given that the short-term investments held are primarily highly liquid investment-grade fixed-income securities. The Company maintains its cash in bank deposit and securities accounts that exceed federally insured limits. We have not experienced significant losses in such accounts and management believes it is not exposed to material credit risk. Revenue Recognition Revenue is recognized when control of a promised good or service is transferred to a customer in an amount that reflects the consideration the Company expects to receive in exchange for the good or service. Our performance obligations are satisfied at a point in time. We recognize revenue when the customer confirms acceptance of vehicle possession. Costs related to shipping and handling activities are a part of fulfillment costs and are therefore recognized under cost of sales. Our sales are final and do have a right of return clause. There are limited instances of sales incentives offered to fleet management companies. The incentives offered are of an immaterial amount per vehicle, and there were no sales incentives recognized during 2022. The Company currently does not offer financing options therefore there is no impact on the collectability of revenue. Product Warranty The estimated costs related to product warranties are accrued at the time products are sold and are charged to cost of sales which includes our best estimate of the projected costs to repair or replace items under warranties and recalls if identified. Inventory and Inventory Valuation Inventory is stated at the lower of cost or net realizable value (“LCNRV”). Net realizable value (“NRV”) is the estimated future selling price of the inventory in the ordinary course of business less cost to sell, and considers general market and economic conditions. Non-cash charges to reflect the NRV and excess inventory adjustments in excess of the current production volume of the Endurance which is not anticipated to exceed 500 units totaled $48.5 million and are recorded within Cost of Sales in the Company’s consolidated statement of operations. Prepaid and Other Assets Prepaid and other assets as of December 31, 2021 were primarily attributable to prepaid component inventory and prepaid royalties. As of December 31, 2022, we reviewed our prepaid and other assets for impairment given that t units. The excess was due to the fact that early in development we made commitments to purchase volumes consistent with plans for higher productions and\or minimum order quantities required by suppliers. Given our anticipated production volume, the Company determined it appropriate to impair prepaid and other assets and recorded a charge of million for the year ended December 31, 2022. Property, plant and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation will be computed using the straight-line method over the estimated useful lives of the related assets. 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. Valuation of Long-Lived and Intangible Assets 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. Asset impairment calculations require us to apply judgment in estimating asset group fair values and future cash flows, including periods of operation, projections of product pricing, production levels, product costs, market supply and demand, inflation, projected capital spending and, specifically for fixed assets acquired, assigned useful lives, functional obsolescence, asset condition and discount rates. When performing impairment tests, we estimate the fair values of the assets using management’s best assumptions, which we believe would be consistent with the assumptions that a hypothetical marketplace participant would use. Estimates and assumptions used in these tests are evaluated and updated as appropriate. The assessment of whether an asset group should be classified as held and used or held for sale requires us to apply judgment in estimating the probable timing of the sale, and in testing for impairment loss, judgment is required in estimating the net proceeds from the sale. Actual asset impairment losses could vary considerably from estimated impairment losses if actual results are not consistent with the assumptions and judgments used in estimating future cash flows and asset fair values. Changes in these estimates and assumptions could materially affect the determination of fair value and any impairment charge. For assets to be held and used, including identifiable intangible assets and long-lived assets subject to amortization, we initiate our review whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability of a long-lived asset subject to amortization is measured by comparison of its carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Significant management judgment is required in this process. See Note 4 – Property, Plant and Equipment for details regarding our impairment. For intangible assets not subject to amortization, we test for impairment annually, or whenever events or changes in circumstances indicate that their carrying value may not be recoverable. In testing intangibles for impairment, we compare the fair value with the carrying value. We use discounted cash flow analysis that uses inputs such as forecasted future revenues attributable to the intangibles, and a risk-adjusted discount rate. If we were to experience a decrease in forecasted future revenues attributable to these intangibles, this could indicate a potential impairment. If the carrying value exceeds the estimated fair value, the intangible asset is considered impaired, and an impairment loss will be recognized in an amount equal to the excess of the carrying value over the fair value of the intangible asset. The fair value was derived from the Company’s enterprise value at the time of impairment as we believe it represents the most appropriate fair value of the asset group in accordance with accounting guidance. In November 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, valued at $11.1 million, and was entitled to royalties of 1% of the gross sales price of the first 200,000 vehicle sales. In November 2020, we prepaid the royalty payment to Workhorse Group in the amount of $4.75 million, representing an advance on the royalties discussed above, but only to the extent that the aggregate amount of such royalty fees exceeded the amount paid upfront. During the year ended December 31, 2021, we continued to refine the design of the Endurance and considered technologies we would use in future vehicles. Given the technology used in the Endurance and new management’s strategic direction of the Company, inclusive of the transactions contemplated with Foxconn as detailed in Note 1, we deemed it appropriate to change the useful life of the intellectual property license we acquired to zero months. As such, we recorded accelerated amortization of $11.1 million during the year ended December 31, 2021. Given the Workhorse Group technology is not being used in the Endurance and our strategic direction, inclusive of the transactions contemplated with Foxconn, we deemed it appropriate to terminate the royalty agreement. As such, we recorded a charge of $4.75 million during the year ended December 31, 2022 to write-off the prepaid royalty. In August 2021, the Company entered into an agreement to purchase a perpetual software license related to manufacturing execution system for a cost of $1.0 million. As of December 31, 2022 with the Company’s current strategic direction it was determined that this software will not be utilized for the manufacturing of Endurance and therefore full impairment of $1.0 million was recorded for the period ended December 31, 2022. 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, testing and manufacturing costs, along with expenditures for prototype manufacturing, testing, validation, certification, contract and other professional services and costs associated with operating the Lordstown facility, prior to its sale. Stock-based compensation The Company has adopted ASC Topic 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) Warrants The Company accounts for the Private Warrants and the Foxconn Warrants as described in Note 3 in accordance with the guidance contained in ASC Topic 815-40-15-7D and 7F under which these Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies these Warrants as liabilities at their fair value at each reporting period or at the time of settlement. Any change in fair value is recognized in the statement of operations. The Company accounts for the BGL Warrants as equity as these warrants qualify as share-based compensation under ASC Topic 718. On January 27, 2021, we redeemed all of the Public Warrants originally issued in the Initial Public Offering that remained outstanding. Income taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC topic 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. Recent accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases The Company adopted ASC 842 effective January 1, 2021 using the alternative transition method and elected to apply the new guidance at the adoption date without adjusting comparative periods presented. Comparative information has not been restated and will continue to be reported under accounting standards in effect for those periods. In adopting the new guidance, the Company elected to apply the package of transition practical expedients, which allows the Company not to reassess: (1) whether any expired or existing contracts contain leases under the new definition of a lease; (2) lease classification for any expired or existing leases; and (3) whether previously capitalized initial direct costs would qualify for capitalization under ASC 842. In addition, the Company has elected to apply the practical expedient to combine lease and related non-lease components, for all classes of underlying assets, and accounts for the combined contract as a lease component, as well as the election was made to apply the short-term lease recognition exemption. In transition, the Company did not elect to apply the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment of right-of-use assets. The Company has leases which primarily consist of our Farmington Hills, Michigan and Irvine, California locations. The adoption of ASC 842 resulted in the recognition of a new right-of-use assets and lease liabilities on the balance sheet for all operating leases. As a result of the Company’s adoption on January 1, 2021, the Company recorded operating right-of-use assets and lease liabilities of $3.3 million. As of December 31, 2022 and December 31, 2021, the Company had a right-of use asset and liability totaling $2.5 million and $2.2 million, respectively. There are no other recently issued, but not yet adopted, accounting pronouncements which are expected to have a material impact on the Company’s Consolidated Financial Statements and related disclosures. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 3 — FAIR VALUE MEASUREMENTS The Company follows the accounting guidance in ASC Topic 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes when inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company has short-term investments which are primarily commercial paper that are classified as Level II. The valuation inputs for the short-term investments are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. The Company has issued the following warrants: (i) warrants (the “Public Warrants”) to purchase shares of Class A common stock with an exercise price of $11.50 per share, (ii) warrants (the “Private Warrants”) to purchase Class A common stock with an exercise price of $11.50 per share, (iii) warrants (the “BGL Warrants”) to purchase Class A common stock with an exercise price of $10.00 per share, and (iv) the Foxconn Warrants to purchase shares of Class A common stock with an exercise price of $10.50. The BGL Warrants were issued as part of Business Combination in October 2020 which are set to expire in October 2023 classified as equity as they qualify as share-based compensation under ASC Topic 718. The Public Warrants and the Private Warrants were recorded in the Company’s consolidated financial statements as a result of the Business Combination between DiamondPeak and Lordstown EV Corporation (formerly known as Lordstown Motors Corp.) and the reverse recapitalization that occurred on October 23, 2020 and did not impact any reporting periods prior to the Business Combination. The Company determined that the fair value of the Public Warrants and Private Warrants was $100.9 million as of the date of the Business Combination. On January 27, 2021, we redeemed all of the Public Warrants originally issued for cash proceeds of approximately $82.0 million. As of December 31, 2022, we had 1.7 million Foxconn warrants, 2.3 million private warrants and 1.6 million BGL warrants outstanding. As of December 31, 2021, we had 2.3 million Private Warrants, 1.6 million BGL Warrants outstanding and no Public Warrants outstanding. During 2021, approximately 6.7 million Public Warrants and 0.6 million of the Private Warrants were exercised which resulted in cash proceeds of $82.0 million. The fair value of the Foxconn Warrants was $0.3 million at issuance. The Private Warrants and the Foxconn Warrants are, and the Public Warrants were classified as a liability with any changes in the fair value recognized immediately in our condensed consolidated statements of operations. The following table summarizes the net gain (loss) on changes in fair value (in thousands) related to the Public Warrants, Private Warrants and Foxconn Warrants. Year ended Year ended December 31, 2022 December 31, 2021 Public Warrants $ — $ (27,180) Private Warrants 231 15,307 Foxconn Warrants 153 — Net (loss) gain on changes in fair value $ 384 $ (11,873) As of December 31, 2022, we had 1.7 million Foxconn Warrants and 2.3 million Private Warrants outstanding. As of December 31, 2021, we had 2.3 million Private Warrants outstanding. Foxconn Warrants are measured at fair value using Level 3 inputs. These instruments are not actively traded and are valued using Black-Scholes Option Pricing Model. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement date for Foxconn Warrants. . The risk-free rate utilized was 4.237% for the valuation as of December 31, 2022. Year ended December 31, 2022 Foxconn Warrants Stock Price $ 1.14 Strike Price $ 10.5 Volatility 90% Expected term 2.4 years Risk Free Rate 4.284% Year ended December 31, 2022 Private Warrants Stock Price $ 1.14 Strike Price $ 11.5 Volatility 90% Expected term 2.8 years Risk Free Rate 4.237% The Private Warrants are measured at fair value using Level 3 inputs. These instruments are not actively traded and are valued using a Monte Carlo option pricing model that uses observable and unobservable market data as inputs. A Monte Carlo model was used to simulate a multitude of price paths to measure fair value of the Private Warrants. The Monte Carlo models two possible outcomes for the stock price each trading day – up or down – based on the prior day’s price. The calculations underlying the model specify the implied risk-neutral probability that the stock price will move up or down, and the magnitude of the movements, given the stock’s volatility and the risk-free rate. This analysis simulates possible paths for the stock price over the term of the Private Warrants. For each simulated price path, we evaluate the conditions under which the Company could redeem each Private Warrant for a fraction of whole shares of the underlying as detailed within the Warrant Agreement applicable to the Private Warrants. If the conditions are met, we assume redemptions would occur, although the Private Warrant holders would have the option to immediately exercise if it were more advantageous to do so. For each simulated price path, if a redemption does not occur the holders are assumed to exercise the Private Warrants if the stock price exceeds the exercise price at the end of the term. Proceeds from either the redemption or the exercise of the Private Warrants are reduced to a present value amount at each measurement date using the risk-free rate for each simulated price path. Present value indications from iterated priced paths were averaged to derive an indication of value for the Private Warrants. We used a stock price volatility input of 90% and 50% as of December 31, 2022 and 2021, respectively, for the Monte Carlo model. This assumption considers observed historical stock price volatility of other companies operating in the same or similar industry as the Company over a period similar to the remaining term of the Private Warrants, as well as the volatility implied by the traded options of the Company. The risk-free rates utilized were 4.237% and 1.123% for the valuations as of December 31, 2022 and 2021, respectively. Observed prices for the Public Warrants are used as Level 1 inputs as they were actively traded until being redeemed in January 2021. The following tables summarize the valuation of our financial instruments (in thousands): Total Quoted prices in active markets (Level 1) Prices with observable inputs (Level 2) Prices with unobservable inputs (Level 3) December 31, 2022 Cash and cash equivalents $ 121,358 $ 121,358 $ — $ — Short-term investments 100,297 — 100,297 — Private Warrants 254 — — 254 Foxconn Warrants 170 — — 170 Total Quoted prices in active markets (Level 1) Prices with observable inputs (Level 2) Prices with unobservable inputs (Level 3) December 31, 2021 Cash and cash equivalents $ 244,016 $ 244,016 $ — $ — Short-term investments — — — — Private Warrants 485 — — 485 The following table summarizes the changes in our Level 3 financial instruments (in thousands): Balance at December 31, 2021 Additions Settlements Loss on fair value adjustments included in earnings Balance at December 31, 2022 Private Warrants $ 485 — — (231) $ 254 Foxconn Warrants — 323 — (153) 170 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY, PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 4 — PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net, consisted of the following: December 31, 2022 December 31, 2021 Property, Plant & Equipment Land $ — $ 326 Buildings — 6,223 Machinery and equipment — 39,073 Tooling 160,878 — Construction in progress 41,378 337,124 $ 202,256 $ 382,746 Less: Accumulated depreciation (8,476) — Total $ 193,780 $ 382,746 During the year ended December 31, 2022, the Company sold its manufacturing facility, certain equipment, and other assets located in Lordstown, Ohio and recorded a gain of $100.9 million. We continue to own our hub motor assembly line, as well as our battery module and pack line assets, certain tooling and other excluded assets. Construction in progress as of December 31, 2022, includes progress primarily includes certain production equipment and tooling and uninstalled equipment acquired for higher capacity production and general assets the Company's facility in Lordstown, Ohio and tooling held at various supplier locations. As of December 31, 2021, construction in progress included manufacturing equipment, operating equipment and other general assets, retooling and construction at the Company's facilities in Lordstown, Ohio, Farmington Hills, Michigan, and Irvine, California, along with tooling held at various supplier locations. The Company has not finalized the full production process to bring all acquired assets up to the level needed for consistent serial production. Certain assets remain in process, some of which are manufacturing assets of material value that remain unassembled or in original shipping packaging that were procured in anticipation of a much higher rate of production. These and other Endurance related construction in process may be worth substantially less than their carrying value if the Company were to attempt to sell these assets or may have no value at all. The production volume of the Endurance is not anticipated to exceed 500 units and may be significantly less, and along with long holding periods of uninstalled or actively maintained equipment, may render the equipment obsolete. Completed assets are transferred to their respective asset classes and depreciation will begin when an asset is ready for its intended use. As all of our fixed assets currently support the production of the Endurance, we determined that our assets represent one asset group as this is the lowest level for which identifiable cash flows are available. As of December 31, 2022, property, plant, and equipment was reviewed for potential impairment for recoverability by comparing the carrying amount of our asset group to estimated undiscounted future cash flows expected to be generated by the asset group. As the carrying amount of our asset group exceeded its estimated undiscounted future cash flows, we recognized an impairment charge of $95.6 million based on the difference between the carrying value of the fixed assets and their fair value as of December 31, 2022. The fair value was derived from the Company's enterprise value at the time of impairment as we believe it represents the most appropriate fair value of the asset group in accordance with accounting guidance. Additional impairments could occur in future periods and may be significant. We outsourced all of the manufacturing of the Endurance and operation of certain remaining assets to Foxconn under the Contract Manufacturing Agreement. |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
NOTE PAYABLE | |
NOTE PAYABLE | NOTE 5 — NOTE PAYABLE On April 17, 2020, Lordstown 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 had a two-year term and bears interest at a rate of 1.0% per annum. 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 June 30, 2021, our $1.0 million loan was forgiven. During the quarter ended September 30, 2020, the Company entered into “Placement Agency Agreements” with Maxim Group, LLC (“Maxim”) and existing shareholders. Pursuant to the terms of the Placement Agency Agreements, the Company issued “Convertible Promissory Notes” to a series of investors for proceeds worth $37.8 million net of transaction costs. In connection with the Closing described in Note 1, the Company issued an aggregate of approximately 4 million shares of Class A common stock in exchange for the Convertible Promissory Notes which we reflected as a noncash transaction on the statement of cash flow. In connection with the APA Closing discussed in Note 1, Lordstown EV and Foxconn entered into a Limited Liability Company Agreement (the “Foxconn Joint Venture Agreement”) and filed a Certificate of Formation on May 11, 2022 to form MIH EV Design LLC, a Delaware limited liability company, as a joint venture to design, develop, test and industrialize EC Vehicles (the “Foxconn Joint Venture”). Foxconn committed $100 million to the Foxconn Joint Venture, consisting of $55 million in the form of direct capital contributions, and a $45 million loan to Lordstown EV pursuant to and on the conditions set forth in the Notes (as defined below), the proceeds of which were only to be used to fund our capital contributions to the Foxconn Joint Venture. Initially, Foxconn had an ownership interest in the Foxconn Joint Venture of 55% and Lordstown EV had a 45% interest. On June 24, 2022, Foxconn made its initial investment totaling $16.5 million in the Foxconn Joint Venture pursuant to the Foxconn Joint Venture Agreement. Lordstown EV’s 45% share, or $13.5 million, was invested with proceeds from issuance of the Notes on June 27, 2022. The initial funding was provided in anticipation of funding to be agreed upon vehicle development activities. Pursuant to the Investment Agreement entered into on November 7, 2022, the parties agreed to terminate the Foxconn Joint Venture and will no longer be subject to their capital commitments. In connection with the termination, all remaining funds held by the Foxconn Joint Venture were distributed to Foxconn as a distribution for amounts contributed by it and as a repayment in full of any loans advanced by it to Lordstown EV. The following description of the Foxconn Joint Venture and the Notes reflect the terms which were in effect until the termination of the obligations of the parties with respect to the Foxconn Joint Venture. The Notes accrued interest at a rate of 7.0% per annum, to be paid-in-kind, and were due on the earlier of (i) the first anniversary of issuance and (ii) December 31, 2025, unless earlier terminated in the event of a default. Pursuant to the Foxconn Joint Venture Agreement, each Note maturing before December 31, 2025 was to be refinanced by Foxconn with a new Note in the principal amount equal to the outstanding principal amount of the refinanced Note, plus accrued and unpaid interest thereon, and will have terms substantively identical to the terms of the refinanced Note. Events of default included, among other things, the breach of certain covenants or representations, defaults under other loans or obligations, judgments, orders or claims not vacated or otherwise paid, involvement in bankruptcy proceedings, an occurrence of a change of control or the loss of any material collateral (as such terms are defined in the Notes). Each Note contained negative covenants which, while in effect, restricted the Note Parties from, among other things, incurring certain types of other debt (subject to various baskets), making certain expenditures or investments, any mergers or other fundamental changes, or changing the character of the Note Parties’ businesses. While it was not intended that any amounts become due under the Notes prior to December 31, 2025, each Note had a term of one year and the refinancing of each Note was subject to certain conditions, including the absence of an event of default. Given the risk of the incurrence of an event of default, we classified the Notes as a current liability. Each Note and all accrued but unpaid interest thereon could be prepaid, in whole or in part, at any time or from time to time, without any penalty or premium. Lordstown EV was required to prepay each Note and all accrued but unpaid interest thereon with proceeds received upon distributions from the Foxconn Joint Venture or cash proceeds of certain asset dispositions To secure its obligations under the Notes, Lordstown EV granted Foxconn a security interest in (i) all of Lordstown EV’s equity interests in the Foxconn Joint Venture, and (ii) personal property constituting the hub motor, battery module and battery pack assembly lines, among other assets. We used the proceeds to fund our capital commitment to the Foxconn Joint Venture, pursuant to the Foxconn Joint Venture Agreement. Pursuant to the Investment Agreement detailed in Note 8 – Capital Stock and Earnings Per Share , the parties agreed to terminate the Foxconn Joint Venture and the parties will no longer be subject to their capital commitments. In connection with the termination, all remaining funds held by the Foxconn Joint Venture were distributed to Foxconn as a distribution for amounts contributed by it and as a repayment in full of any loans advanced by it to Lordstown EV and the security interest in the assets of the Company was released. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 6— STOCK-BASED COMPENSATION At the Company’s special meeting of stockholders held on October 22, 2020, the stockholders approved the 2020 Equity Incentive Plan (the “2020 Plan”). The aggregate number of additional shares authorized for issuance under the 2020 plan was increased from 13 million to 20 million at the 2022 annual meeting on March 21, 2022. The 2020 Plan provides for the grant of incentive stock options (“ISOs”) or non-qualified stock options (“NQSOs”), collectively “stock options”, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, and performance stock units (“PSUs”), and performance shares intended to attract, retain, incentivize, and reward employees, directors or consultants. Legacy LMC’s 2019 Stock Option Plan (the “2019 Plan”) provided for the grant of stock options 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 to purchase a number of shares of Class A 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. Total stock-based compensation expense for the years ended December 31, 2022, 2021, and 2020, was $18.8 million, $18.7 million, and $2.8 million, respectively. During 2022, the Company issued 0.7 million of PSUs at target which had immaterial expense. During 2022, the Company also modified approximately 400 unvested options and RSU awards with the closing of the Foxconn transaction which had an immaterial impact to the stock-based compensation expense for the year ended December 31, 2022. In early 2022, the Company notified employees it would modify awards to accelerate the vesting i n conjunction with obtaining full certification and homologation, that enabled us to begin selling the Endurance to customers, so long as it took place prior to December 31, 2022. As a result of the Company achieving the milestone in November 2022, we modified approximately Options 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 option 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. Options generally become exercisable between one seven 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 weighted-average grant date fair value of stock options granted to employees in 2022, 2021, and 2020 was $1.22 per share, $5.76 per share, and $1.08 per share, respectively. The estimated fair value of each stock option grant was computed using the following weighted average assumptions: December 31, December 31, December 31, 2022 2021 2020 Risk-free interest rate 2.85 % 0.39 % 1.59 % Expected term (life) of options (in years) 3.11 3.86 10.0 Expected dividends — % — % — % Expected volatility 77 % 50 % 50 % 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 expected life of options granted in 2022 and 2021 was estimated based on historical option exercise data as compared to previous years when the expected term of the awards granted was assumed to be the contract life of the option. The expected volatility for 2022 and 2021 were estimated by management given Lordstown’s stock volatility while 2020 was estimated by management based on results from public companies in the industry. The activities of stock options are summarized as follows: (in thousands except for per option values and years) Weighted Average Aggregate Number of Exercise Weighted Average Intrinsic Value Options Price Term (Years) ($000's) Outstanding, December 31, 2019 4,352 $ 1.79 8.9 $ — Granted 1,021 1.79 Exercised — — Forfeited — — Outstanding, December 31, 2020 5,373 $ 1.79 9.0 $ - Granted 5,545 14.72 Exercised (3,559) 1.79 Forfeited (618) 22.59 Outstanding, December 31, 2021 6,741 $ 10.56 5.18 $ — Granted 2,379 2.65 Exercised (1,098) 1.79 Forfeited (662) 15.61 Expired (1,450) 16.47 Outstanding, December 31, 2022 5,910 $ 7.12 7.44 $ — Exercisable, December 31, 2022 1,626 $ 8.25 7.52 $ — *The aggregate intrinsic value is calculated as the difference between the market value of our Class A common stock as of December 31, 2022 and the respective exercise prices of the options. The market value as of December 31, 2022 was $1.14 per share, which is the closing sale price of our Class A common stock on December 31, 2022, as reported by the Nasdaq Global Select Market. Further details of our exercisable stock options and stock options outstanding are summarized as follows: (in thousands except for per exercise prices and years) Options Outstanding Options Exercisable Weighted Average Weighted Average Weighted Average Range of Options Remaining Exercise Options Exercise Exercise Prices Outstanding Contractual Term Price Exercisable Price $1.63 — $1.77 270,000 6.5 $1.70 — $0.00 $1.79 — $1.79 604,696 6.4 $1.79 605 $1.79 $1.90 — $2.35 413,405 5.0 $2.22 — $0.00 $2.39 — $2.39 696,034 6.2 $2.39 — $0.00 $3.45 — $3.45 792,500 7.2 $3.45 67 $3.45 $4.11 — $5.45 398,093 8.8 $4.94 122 $4.98 $5.51 — $5.51 700,000 8.7 $5.51 233 $5.51 $5.69 — $5.85 597,722 8.9 $5.70 195 $5.70 $6.84 — $11.41 760,500 8.3 $10.55 91 $8.99 $16.22 — $26.77 676,127 7.5 $26.60 312 $26.51 $1.63 $26.77 5,909,077 7.4 $7.12 1,626 $8.25 RSUs We calculate the grant date fair value of RSUs using the closing sale price of our Class A common stock on the grant date, as reported by the Nasdaq Global Select Market. The fair value of the unvested RSUs is recognized on a straight-line basis over the respective requisite service period. The activities of RSUs are summarized as follows: (in thousands except for fair values) Weighted Average Grant Date Aggregate Shares Fair Value Intrinsic Value Outstanding, December 31, 2020 — — Awarded 6,414 $9.38 Released — — Forfeited (152) $12.65 Outstanding, December 31, 2021 6,262 $9.30 20,911 Awarded 4,561 $2.12 Released (3,930) $9.55 Forfeited (1,675) $9.19 Outstanding, December 31, 2022 5,218 $2.87 — *The aggregate intrinsic value is calculated using the market value of our Class A common stock as of December 31, 2022. The market value as of December 31, 2022 was $1.14 per share, which is the closing sale price of our Class A common stock on December 31, 2022, as reported by the Nasdaq Global Select Market. |
MEZAANINE EQUITY
MEZAANINE EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
MEZAANINE EQUITY | |
MEZAANINE EQUITY | NOTE 7 – MEZZANINE EQUITY On November 7, 2022, the Company issued 0.3 million shares of Preferred Stock for $100 per share to Foxconn. The Company received $30 million in proceeds of the Preferred Stock issuance. Upon satisfaction of certain EV Program milestones (including establishing an EV Program budget) and subject to satisfaction of other conditions set forth in the Investment Agreement, Foxconn will purchase in two tranches up to 0.7 million additional shares of Preferred Stock at a purchase price of $100 per share. The first tranche will be in an amount up to 0.3 million shares for an aggregate purchase price of $30 million; the second tranche will be in an amount up to 0.4 million shares for an aggregate purchase price of $40 million. The parties have agreed to use commercially reasonable efforts to agree upon the EV Program budget and program milestones no later than May 7, 2023. The Preferred Stock, with respect to dividend rights, rights on the distribution of assets on any liquidation, dissolution or winding up of the affairs of the Company and redemption rights, ranks: (a) on a parity basis with each other class or series of any equity interests (“Capital Stock”) of the Company now or hereafter existing, the terms of which expressly provide that such class or series ranks on a parity basis with the Preferred Stock as to such matters (such Capital Stock, “Parity Stock”); (b) junior to each other class or series of Capital Stock of the Company now or hereafter existing, the terms of which expressly provide that such class or series ranks senior to the Preferred Stock as to such matters (such Capital Stock, “Senior Stock”); and (c) senior to the Class A common stock and each other class or series of Capital Stock of the Company now or hereafter existing, the terms of which do not expressly provide that such class or series ranks on a parity basis with, or senior to, the Preferred Stock as to such matters (such Capital Stock, “Junior Stock”). While Foxconn’s beneficial ownership of our Class A common stock meets the 25% Ownership Requirement (defined below), Parity Stock and Senior Stock can only be issued with Foxconn’s consent. In the event of any liquidation, dissolution or winding up of the affairs of the Company, the holders of Preferred Stock are entitled, out of assets legally available therefor, before any distribution or payment to the holders of any Junior Stock, and subject to the rights of the holders of any Senior Stock or Parity Stock and the rights of the Company’s existing and future creditors, to receive in full a liquidating distribution in cash and in the amount per share of Preferred Stock equal to the greater of (1) the sum of $100 per share plus the accrued unpaid dividends with respect to such share and (2) the amount the holder would have received had it converted such share into Class A common stock immediately prior to the date of such event. All holders of shares of Preferred Stock are entitled to vote with the holders of Class A common stock on all matters submitted to a vote of stockholders of the Company as a single class with each share of Preferred Stock entitled to a number of votes equal to the number of shares of Class A common stock into which such share could be converted; provided, that no holder of shares of Preferred Stock will be entitled to vote to the extent that such holder would have the right to a number of votes in respect of such holder’s shares of Class A common stock, Preferred Stock or other capital stock that would exceed the limitations set forth in clauses (i) and (ii) of the definition of Ownership Limitations. Pursuant to the Certificate of Designation, commencing on the later of (1) May 7, 2023, and (2) the earlier of (x) the date of the Subsequent Common Closing and (y) November 7, 2023 (the “Conversion Right Date”), and subject to the Ownership Limitations, the Preferred Stock is convertible at the option of the holder into a number of shares of Class A common stock obtained by dividing the sum of the liquidation preference (i.e., $100 per share) and all accrued but unpaid dividends with respect to such share as of the applicable conversion date by the conversion price as of the applicable conversion date. The conversion price currently is $1.936 per share and it is subject to customary adjustments. At any time following the third anniversary of the date of issuance, the Company can cause the Preferred Stock to be converted if the volume-weighted average price of the Class A common stock exceeds 200% of the Conversion Price for a period of at least twenty trading days in any period of thirty consecutive trading days. Foxconn’s ability to convert is limited by clauses (i) and (ii) of the definition of the Ownership Limitations. Upon a change of control, Foxconn can cause the Company to purchase any or all of its Preferred Stock at a purchase price equal to the greater of its liquidation preference (including any unpaid accrued dividends) and the amount of cash and other property that it would have received had it converted its Preferred Stock prior to the change of control transaction (the “Change of Control Put”). The terms of the Company’s Preferred Stock do not specify an unconditional obligation of the Company to redeem the Preferred Stock on a specific or determinable date, or upon an event certain to occur. The Company notes the Change of Control Put, however, this is contingent on the occurrence of the change of control event, which is not a known or determinable event at time of issuance. Therefore, the Preferred Stock is not considered to be mandatorily redeemable. The conversion of the Preferred Stock is based on fixed conversion price rather than a fixed conversion amount. The value of the Preferred Stock obligation would not vary based on something other than the fair value of the Company’s equity shares or change inversely in relation to the fair value of the Company’s equity shares. Based on these factors, Preferred Stock does not require classification as a liability in accordance with the provisions in ASC 840. The Preferred Stock is not redeemable at a fixed or determinable date or at the option of the holder. However, the Preferred Stock does include the Change of Control Put, which could allow the holder to redeem the Preferred Stock upon the occurrence of an event. As the Company cannot assert control over any potential event which would qualify as a change of control, the event is not considered to be solely within the control of the issuer, and would require classification in temporary equity (as per ASC 480-10-S99-3A(4)). Accordingly, the Preferred Stock is classified as temporary equity and is separated from permanent equity on the Company’s Balance Sheet. The Company believes that the transaction price associated with the sale of the Preferred Stock to Foxconn is representative of fair value and will be the basis for initial measurement. The Preferred Stock issued by the Company accrues dividends at the rate of 8 % per annum whether or not declared and/or paid by the Company (cumulative dividends). In addition, the dividends will compound on a quarterly basis (upon each Preferred Dividend Payment Date (as defined in the Certificate of Designations)) to the extent they are not paid by the Company. The Company records the dividends (effective PIK dividends) as they are earned, based on the fair value of the Preferred Stock at the date they are earned. In addition, the holders of the Preferred Stock participate with any dividends payable in respect of any Junior Stock or Parity Stock. For the year ended December 31, 2022, the Company accrued $0.3 million dividends, which represents the estimated fair value to Preferred Stock with a corresponding adjustment to additional-paid-in-capital common stock in the absence of retained earnings. While the Company concluded above that accretion to redemption value of the Preferred Stock was not required as the Preferred Stock is not currently redeemable or probably becoming redeemable, it is noted that the recognition of the dividends will not necessarily reflect the redemption value at any time (given the ‘greater of’ language included as part of the determination of redemption value per above). As of December 31, 2022, the Company does not consider change of control to be probable. |
CAPITAL STOCK AND EARNINGS PER
CAPITAL STOCK AND EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
CAPITAL STOCK AND EARNINGS PER SHARE | |
CAPITAL STOCK AND EARNINGS PER SHARE | NOTE 8 — CAPITAL STOCK AND EARNINGS PER SHARE On August 17, 2022, the Company held a special meeting of stockholders whereby our Charter was amended to increase authorized shares of capital stock from 312 million to 462 million, consisting of (i) 450 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 238.9 million, 196.4 million, and issued outstanding a December The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share and per share amounts): Year ended Year ended Year ended December 31, 2022 December 31, 2021 December 31, 2020 Numerator Net loss from continuing operations $ (282,404) $ (410,368) $ (124,050) Less: Accrual of convertible preferred stock paid-in-kind dividends 261 — — Net loss attributable to common stockholders (282,665) (410,368) (124,050) Denominator Weighted average number of common shares outstanding 208,617 180,722 96,716 Weighted average number of vested shares not yet issued 64 — — Weighted average number of common shares - Basic 208,682 180,722 96,716 Dilutive common stock outstanding — — — Weighted average number of common shares -Diluted 208,682 180,722 96,716 Net loss per share Net loss per share attributable to common stockholders, basic $ (1.35) $ (2.27) $ (1.28) Net loss per share attributable to common stockholders, diluted $ (1.35) $ (2.27) $ (1.28) The following outstanding potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share attributable to common shareholders for the periods presented due to their anti-dilutive effect. Year ended Year ended Year ended December 31, 2022 December 31, 2021 December 31, 2020 Foxconn convertible preferred shares 15,496 — — Share awards 359 3,862 6,600 Warrants issued to Foxconn 1,700 — — Public warrants — — 6,600 BGL Warrants 1,649 1,649 1,649 Private warrants to purchase common stock 2,314 2,314 5,100 Total 21,518 7,826 19,949 Investment Transactions On November 7, 2022, the Company and an affiliate of Foxconn, Foxconn Ventures Pte, Ltd. (which is part of the entities we collectively refer to herein as “Foxconn”), entered into the Investment Agreement, pursuant to which Foxconn agreed to make an additional equity investment (collectively, the “Investment Transactions”) in the Company in the form of $70 million of our Class A common stock and up to $100 million of Preferred Stock (together with the Class A common stock, the “Securities”). The Company will use the proceeds from the sale of the Class A common stock for general corporate purposes as determined by the Company’s Board of Directors (the “Board”) and the proceeds from the sale of the Preferred Stock to fund the EV Program. Investment Agreement On November 22, 2022, the Company completed the initial closing under the Investment Agreement, at which Foxconn purchased (a) approximately 12.9 million shares of Class A common stock, $0.0001 par value per share at a purchase price of $1.76 per share, and (b) 0.3 million shares of Preferred Stock at a purchase price of $100 per share, for an aggregate purchase price of approximately $52.7 million. The Investment Agreement also provides for a second closing (the “Subsequent Common Closing”), at which Foxconn will purchase approximately 26.9 million additional shares of Class A common stock at a purchase price of $1.76 per share following the parties’ receipt of a written communication from the U.S. government’s Committee on Foreign Investment in the United States (“CFIUS”) that CFIUS has concluded that the transactions contemplated by the Investment Agreement are not a “covered transaction” or CFIUS has concluded that there are no unresolved national security concerns with respect to the transactions (“CFIUS Clearance”) and subject to the other conditions set forth in the Investment Agreement. Upon satisfaction of certain EV Program milestones (including establishing an EV Program budget) and subject to satisfaction of other conditions set forth in the Investment Agreement, Foxconn will purchase in two tranches up to 0.7 million additional shares of Preferred Stock at a purchase price of $100 per share. The first tranche will be in an amount up to 0.3 million shares for an aggregate purchase price of $30 million; and the second tranche will be in an amount up to 0.4 million shares for an aggregate purchase price of $40 million. The parties have agreed to use commercially reasonable efforts to agree upon the EV Program budget and program milestones no later than May 7, 2023. However, no assurances can be given that each of the conditions to subsequent fundings by Foxconn will be satisfied or as to the timing of any such fundings. The Investment Agreement provides that: ● Board Representation CFIUS Clearance and consummation of the Subsequent Common Closing. Foxconn will relinquish one Board seat if it does not continue to beneficially own shares of Class A common stock, Preferred Stock and shares of Class A common stock issued upon conversion of shares of Preferred Stock that represent (on an as-converted basis) at least 50% of the number of shares of Class A common stock (on an as-converted basis) acquired by Foxconn in connection with the Investment Transactions and will relinquish its other Board seat if it does not continue to beneficially own at least 25% of the number of shares of Class A common stock (on an as-converted basis) acquired by Foxconn in connection with the Investment Transactions (the “25% Ownership Requirement”). ● Termination of Foxconn Joint Venture Agreement to be amended to terminate all obligations of Lordstown EV Corporation and Foxconn EV Technology, Inc. thereunder, (ii) the Note, dated June 24, 2022, issued by Lordstown EV Corporation and guaranteed by the Company and Lordstown EV Sales to be terminated, and (iii) all liens on assets of Lordstown EV Corporation and the Company to be released. All remaining funds held by the joint venture were distributed to Foxconn EV Technology, Inc. as a distribution for amounts contributed by it and as a repayment in full of any loans advanced by it to Lordstown EV Corporation under the Note described in Note 5. ● Standstill respect to certain equity issuances (the “Requisite Stockholder Approval”), 19.99% of the Voting Power, and (iii) at all times following the Subsequent Common Closing and the Requisite Stockholder Approval, 24% of the Voting Power (collectively, the “Ownership Limitations”), or (B) make any public announcement with respect to, or offer, seek, propose or indicate an interest in, any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization or purchase of more than 50% of the assets, properties or securities of the Company, or enter into discussions, negotiations, arrangements, understandings, or agreements regarding the foregoing. ● Exclusivity ● Voting Agreement and Consent Rights ● Participation Rights Foxconn has the right to purchase its pro rata portion of equity securities proposed to be sold by the Company; provided, that the Company is not required to sell Foxconn securities if the Company would be required to obtain stockholder approval under any applicable law or regulation. The Investment Agreement contains closing conditions. The Investment Agreement can be terminated by mutual consent of the parties. Registration Rights Agreement On November 22, 2022, the Company and Foxconn entered into the previously disclosed Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to use reasonable efforts to file and cause to be declared effective a registration statement with the Securities and Exchange Commission registering the resale of the Securities, including any shares of Common Stock issuable upon conversion of the Preferred Stock, which is to be filed promptly following the earlier to occur of (i) the Subsequent Common Closing, (ii) a determination that CFIUS Clearance will not occur and (iii) May 7, 2023. Foxconn also has customary demand and piggyback registration rights with respect to the Securities, and indemnification rights. Sales Agreement and ATM Offering On November 7, 2022, the Company entered into the Sales Agreement with Jefferies, as agent, pursuant to which the Company may offer and sell up to approximately 50.2 million shares of our Class A common stock, from time to time through Jefferies. The Company has agreed to pay Jefferies commissions for its services of acting as agent of up to 3% of the gross proceeds from the sale of the shares of Class A common stock pursuant to the Sales Agreement. The Company has also agreed to provide Jefferies with customary indemnification and contribution rights. Upon delivery of an issuance notice and subject to the terms and conditions of the Sales Agreement, Jefferies may sell shares of Class A common stock at market prices by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on or through The Nasdaq Global Select Market (“Nasdaq”), the existing trading market for the Class A common stock. During 2022, Jefferies sold approximately million. The Company may instruct Jefferies to not sell the shares of Class A common stock if the sales cannot be transacted at or above the price designated by the Company in any issuance notice. The Company is not obligated to make any sales of the shares of Class A common stock under the Sales Agreement. In the future, any additional sales will depend on a variety of factors and no assurance can be given that the Company will sell any shares of Class A common stock under the Agreement, or, if it does, as to the price or amount of the shares of Class A common stock that it sells or the dates when such sales will take place. The Company or Jefferies may suspend or terminate the offering of shares of Class A commons stock upon notice to the other party, subject to certain conditions. Jefferies will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of Nasdaq. We entered into an equity purchase agreement (“Equity Purchase Agreement”) with YA II PN, LTD. (“YA”) on July 23, 2021 , pursuant to which YA has committed to purchase up to $400 million of our Class A common stock, at our direction from time to time, subject to the satisfaction of certain conditions. The Equity Purchase Agreement was terminated on November 22, 2022. Such sales of Class A common stock under the Equity Purchase Agreement were subject to certain limitations and occurred from time to time at our sole discretion. Under applicable Nasdaq rules and the Equity Purchase Agreement, we could not sell to YA shares of our Class A common stock in excess of We directed YA to purchase amounts of our Class A common stock under the Equity Purchase Agreement that we specified from time to time in a written notice (an “Advance Notice”) delivered to YA on any trading day. The maximum amount that we were able to specify in an Advance Notice was equal to the lesser of: (i) an amount equal to thirty percent (30%) of the Daily Value Traded of the Class A common stock on the trading day immediately preceding an Advance Notice, or (ii) $30.0 million. For these purposes, “Daily Value Traded” was the product obtained by multiplying the daily trading volume of our Class A common stock by the volume weighted average price for that trading day. Subject to the satisfaction of the conditions under the Equity Purchase Agreement, we delivered Advance Notices from time to time, provided that we had delivered all shares relating to all prior Advance Notices. The purchase price of the shares of Class A common stock was equal to 97% of the simple average of the daily VWAPs for the three trading days following the Advance Notice as set forth in the Equity Purchase Agreement. As consideration for YA’s irrevocable commitment to purchase shares of the Company’s Class A common stock upon the terms of and subject to satisfaction of the conditions set forth in the Equity Purchase Agreement, upon execution of the Equity Purchase Agreement, the Company issued 0.4 million shares of its Class A common stock to YA (the “Commitment Shares”). During the year ended December 31, 2022, we issued 17.5 million shares to YA and received $40.4 million cash, net of equity issuance costs. During the year ended December 31, 2021, inclusive of the 0.4 million Commitment Shares, we issued 9.6 million shares to YA and received $49.4 million cash, net of equity issuance costs. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 9 — 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) 2022 Rate 2021 Rate 2020 Rate Federal tax benefit as statutory rates $ (59,305) (21.0) % $ (86,177) (21.0) % $ (26,050) (21.0) % Stock based compensation 731 0.2 (1,004) (0.2) 192 0.2 Other permanent differences 77 — 60 — 32 — Research and development credit — — (68) — — — Other (1,947) (0.7) — — — — State & local taxes (672) (0.1) (3,234) (0.8) — — Change in valuation allowance 61,115 21.64 90,423 22.0 25,826 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: 2022 2021 Deferred tax assets: Share based compensation $ 2,831 $ 2,288 Intangible and other assets 745 1,984 Fixed Assets 19,193 — Capitalized research and development 13,292 — 136 Accruals 7,514 — Net operating losses 135,948 113,999 Total deferred tax assets 179,523 118,407 Valuation allowance (179,523) (118,407) Total deferred tax assets, net of valuation allowance $ — $ — At December 31, 2022 the Company had $629.6 million and $372.2 million of federal and local net operating losses, respectively. The federal net operating losses carry forward indefinitely and the local net operating losses have a five-year life. No federal income taxes were paid during 2022 or 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 — COMMITMENTS AND CONTINGENCIES The Company is subject to extensive pending and threatened legal proceedings arising in the ordinary course of business and we have already incurred, and expect to continue to incur, significant legal expenses in defending against these claims. 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. The Company has and may in the future enter into discussions regarding settlement of these matters, and may enter into settlement agreements if it believes it is in the best interest of the Company. Settlement by the Company or adverse decisions with respect to the matters disclosed, individually or in the aggregate, may result in liability material to the Company’s consolidated results of operations, financial condition or cash flows. As of December 31, 2022, and 2021, the Company had accruals of $35.9 and $4.5 million, respectively, for certain of its outstanding legal proceedings within Accrued and other current liabilities on its Consolidated Balance Sheet. The accrual is based on current information, legal advice and the potential impact of the outcome of one or more claims on related matters and may be adjusted in the future based on new developments . Lordstown was notified by its primary insurer under our post-merger directors and officers insurance policy that the insurer is taking the position that no coverage is available for the consolidated securities class action, various shareholder derivative actions, the consolidated stockholder class action, various demands for inspection of books and records, the SEC investigation, and the investigation by the United States Attorney’s Office for the Southern District of New York described below, and certain indemnification obligations, under an exclusion to the policy called the “retroactive date exclusion.” The insurer has identified other potential coverage issues as well. Excess coverage attaches only after the underlying insurance has been exhausted, and generally applies in conformance with the terms of the underlying insurance. Lordstown is analyzing the insurer’s position, and intends to pursue any available coverage under this policy and other insurance. As a result of the denial of coverage, no or limited insurance may be available to us to reimburse our expenses or cover any potential losses for these matters, which could be significant. The insurers in our Side A D&O insurance program, providing coverage for individual directors and officers in derivative actions and certain other situations, have not denied coverage on this basis or otherwise. Legal fees and costs of litigation or an adverse judgment or settlement in any one or more of our ongoing litigation matters that are not insured or that is in excess of insurance coverage could significantly exceed our current accrual and ability to pay. This would have a material adverse effect on our financial position and results of operations and could severely curtail or cause our operations to cease entirely. On October 30, 2020, the Company, together with certain of its current and former executive officers including Mr. Burns, Mr. LaFleur, Mr. Post and Mr. Schmidt, and certain of our other current and former employees, were named as defendants in a lawsuit filed by Karma Automotive LLC (“Karma”) in the United States District Court for the Central District of California (“District Court”). On November 6, 2020, the District Court denied Karma’s request for a temporary restraining order. On April 16, 2021, Karma filed an Amended Complaint that added additional defendants (two Company employees and two Company contractors that were previously employed by Karma) and a number of additional claims alleging generally that the Company unlawfully poached key Karma employees and misappropriated Karma’s trade secrets and other confidential information. The Amended Complaint contains a total of 28 counts, including: (i) alleged violations under federal law of the Computer Fraud and Abuse Act and the Defend Trade Secrets Act; (ii) alleged violations of California law for misappropriation of trade secrets and unfair competition; (iii) common law claims for breach of contract and tortious interference with contract; (iv) common law claims for breach of contract, including confidentiality agreements, employment agreements and the non-binding letter of intent; and (v) alleged common law claims for breach of duties of loyalty and fiduciary duties. The Amended Complaint also asserts claims for conspiracy, fraud, interstate racketeering activity, and violations of certain provisions of the California Penal Code relating to unauthorized computer access. Karma is seeking permanent injunctive relief and monetary damages based on a variety of claims and theories asserting very substantial losses by Karma and/or improper benefit to the Company that significantly exceed the Company’s accrual with respect to the matter and ability to pay. The Company has opposed Karma’s damages claims on factual and legal grounds, including lack of causality. The Company is vigorously challenging Karma’s asserted damages. After several months of discovery, Karma filed a motion for preliminary injunction on August 8, 2021, seeking to temporarily enjoin the Company from producing any vehicle that incorporated Karma’s alleged trade secrets. On August 16, 2021, Karma also moved for sanctions for spoliation of evidence. On September 16, 2021, the District Court denied Karma’s motion for a preliminary injunction, and denied, in part, and granted, in part, Karma’s motion for sanctions. As a result of its partial grant of Karma’s sanctions motion, the District Court awarded Karma a permissive adverse inference jury instruction, the scope of which will be determined at trial. On January 14, 2022, Karma filed a motion for terminating sanctions (i.e., judgment in its favor on all claims) against the Company and defendant, Darren Post, as a result of Mr. Post’s handling of documents subject to discovery requests. The Company and Mr. Post opposed the request for sanctions. On February 18, 2022, the Court granted in part Karma’s motion for sanctions against Mr. Post and the Company, finding that Karma was entitled to reasonable attorneys’ fees and costs incurred as a result of Mr. Post’s and the Company’s failure to comply with the Court’s discovery orders. Karma’s request for terminating sanctions was denied. As a result of the Court’s order, on March 4, 2022, Karma submitted its application for attorneys’ fees and costs in the amount of On July 22, 2022, Karma filed a second motion for terminating sanctions against the Company and against Mr. Post based upon Mr. Post’s installation of anti-forensic software on his personal computers following his second deposition. Karma has requested that the Court enter default judgment on all claims against Mr. Post and the Company. Karma also asks that, in the event terminating sanctions are not issued, the Court order a negative adverse inference on “remaining issues,” specifically that “Defendants Lordstown Motors Corp. and Darren Post shall be presumed to have misappropriated Karma’s trade secrets and confidential information, used Karma’s trade secrets and confidential information, and deliberately and maliciously destroyed evidence of their misappropriation and use of Karma’s trade secrets and confidential information in considering all damages and maliciousness.” The Court denied Karma’s second request for terminating sanctions in all respects. On September 27, 2022, Karma filed an ex parte application to continue the trial date until January 2023. The Company opposed the request. On September 28, 2022, the Court denied Karma’s request to continue the trial. However, on October 26, following the receipt of the parties’ pretrial filings, the Court, on its own initiative vacated the December 6, 2022 trial date. The Court subsequently scheduled trial to begin on April 11, 2023. In late November 2022, the Court ruled on the motion for summary judgment filed by the Company and the individual defendants. The ruling granted summary judgment in defendants’ favor on counts of Karma’s Complaint. Although favorable, the ruling does not substantively alter the scope of the trial, as Karma’s claims for misappropriation of trade secrets, conspiracy, breach of the non-disclosure agreement, interference with Karma’s employment contracts, and violation of the computer fraud statutes will be the subject of the trial. The Company is continuing to evaluate the matters asserted in the lawsuit and is vigorously defending against Karma’s claims. The Company continues to believe that there are strong defenses to the claims and any damages demanded. The proceedings are subject to uncertainties inherent in the litigation process. Six related putative securities class action lawsuits were filed against the Company and certain of its current and former officers and directors and former DiamondPeak Holdings Corp. (“DiamondPeak”) directors between March 18, 2021 and May 14, 2021 in the U.S. District Court for the Northern District of Ohio (Rico v. Lordstown Motors Corp., et al. (Case No. 21-cv-616); Palumbo v. Lordstown Motors Corp., et al. (Case No. 21-cv-633); Zuod v. Lordstown Motors Corp., et al. (Case No. 21-cv-720); Brury v. Lordstown Motors Corp., et al. (Case No. 21-cv-760); Romano v. Lordstown Motors Corp., et al., (Case No. 21-cv-994); and FNY Managed Accounts LLC v. Lordstown Motors Corp., et al. (Case No. 21-cv-1021)). The matters have been consolidated and the Court appointed George Troicky as lead plaintiff and Labaton Sucharow LLP as lead plaintiff’s counsel. On September 10, 2021, lead plaintiff and several additional named plaintiffs filed their consolidated amended complaint, asserting violations of federal securities laws under Section 10(b), Section 14(a), Section 20(a), and Section 20A of the Exchange Act and Rule 10b-5 thereunder against the Company and certain of its current and former officers and directors. The complaint generally alleges that the Company and individual defendants made materially false and misleading statements relating to vehicle pre-orders and production timeline. Defendants filed a motion to dismiss, which is fully briefed as of March 3, 2022. A hearing on the motion to dismiss has not been scheduled and a decision has not yet been rendered. We intend to vigorously defend against the claims. The proceedings are subject to uncertainties inherent in the litigation process. Four related stockholder derivative lawsuits were filed against certain of the Company’s officers and directors, former DiamondPeak directors, and against the Company as a nominal defendant between April 28, 2021 and July 9, 2021 in the U.S. District Court for the District of Delaware (Cohen, et al. v. Burns, et al. (Case No. 21-cv-604); Kelley, et al. v. Burns, et al. (Case No. 12-cv-724); Patterson, et al. v. Burns, et al. (Case No. 21-cv-910); and Sarabia v. Burns, et al. (Case No. 21-cv-1010)). The derivative actions in the District Court of Delaware have been consolidated. On August 27, 2021, plaintiffs filed a consolidated amended complaint, asserting violations of Section 10(b), Section 14(a), Section 20(a) and Section 21D of the Exchange Act and Rule 10b-5 thereunder, breach of fiduciary duties, insider selling, and unjust enrichment, all relating to vehicle pre-orders, production timeline, and the merger with DiamondPeak. On October 11, 2021, defendants filed a motion to stay this consolidated derivative action pending resolution of the motion to dismiss in the consolidated securities class action. On March 7, 2022, the court granted in part defendants' motion to stay, staying the action until the resolution of the motion to dismiss in the consolidated securities class action, but requiring the parties to submit a status report if the motion to dismiss was not resolved by September 3, 2022. The court further determined to dismiss without a motion on the grounds that the claim was premature plaintiffs' claim for contribution for violations of Sections 10(b) and 21D of the Exchange Act without prejudice. The parties filed a joint status report as required because the motion to dismiss in the consolidated securities class action was not resolved as of September 3, 2022. The parties filed additional court-ordered joint status reports on October 28, 2022 and January 6, 2023. We intend to vigorously defend against the claims. The proceedings are subject to uncertainties inherent in the litigation process. Another related stockholder derivative lawsuit was filed in U.S. District Court for the Northern District of Ohio on June 30, 2021 (Thai v. Burns, et al. (Case No. 21-cv-1267)), asserting violations of Section 10(b), Section 14(a), Section 20(a) and Section 21D of the Exchange Act and Rule 10b-5 thereunder, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste, based on similar facts as the consolidated derivative action in the District Court of Delaware. On October 21, 2021, the court in the Northern District of Ohio derivative action entered a stipulated stay of the action and scheduling order relating to defendants’ anticipated motion to dismiss and/or subsequent motion to stay that is similarly conditioned on the resolution of the motion to dismiss in the consolidated securities class action. We intend to vigorously defend against the claims. The proceedings are subject to uncertainties inherent in the litigation process. Another related stockholder derivative lawsuit was filed in the Delaware Court of Chancery on December 2, 2021 (Cormier v. Burns, et al. (C.A. No. 2021-1049)), asserting breach of fiduciary duties, insider selling, and unjust enrichment, based on similar facts as the federal derivative actions. An additional related stockholder derivative lawsuit was filed in the Delaware Court of Chancery on February 18, 2022 (Jackson v. Burns, et al. (C.A. No. 2022-0164)), also asserting breach of fiduciary duties, unjust enrichment, and insider selling, based on similar facts as the federal derivative actions. On April 19, 2022, the parties in Cormier and Jackson filed a stipulation and proposed order consolidating the two actions, staying the litigation until the resolution of the motion to dismiss in the consolidated securities class action and appointing Schubert Jonckheer & Kolbe LLP and Lifshitz Law PLLC as Co-Lead Counsel. On May 10, 2022, the court granted the parties’ proposed stipulation and order to consolidate the actions, and to stay the consolidated action pending the resolution of the motion to dismiss in the consolidated securities class action. While the action remains stayed, on June 24, 2022, the plaintiffs filed a consolidated complaint asserting similar claims, and substituting a new plaintiff (Ed Lomont) for Cormier, who no longer appears to be a named plaintiff in the consolidated action. We intend to vigorously defend against these actions. The proceedings are subject to uncertainties inherent in the litigation process. Two putative class action lawsuits were filed against former DiamondPeak directors and DiamondPeak Sponsor LLC on December 8 and 13, 2021 in the Delaware Court of Chancery (Hebert v. Hamamoto, et al. (C.A. No. 2021-1066); and Amin v Hamamoto, et al. (C.A. No. 2021-1085)). The plaintiffs purport to represent a class of investors in DiamondPeak and assert breach of fiduciary duty claims based on allegations that the defendants made or failed to prevent alleged misrepresentations regarding vehicle pre-orders and production timeline, and that but for those allegedly false and misleading disclosures, the plaintiffs would have exercised a right to redeem their shares prior to the de-SPAC transaction. On February 9, 2022, the parties filed a stipulation and proposed order consolidating the two putative class action lawsuits, appointing Hebert and Amin as co-lead plaintiffs, appointing Bernstein Litowitz Berger & Grossmann LLP and Pomerantz LLP as co-lead counsel and setting a briefing schedule for the motions to dismiss and motions to stay. The motions to stay were fully briefed as of February 23, 2022 and the court held oral argument on February 28, 2022. On March 7, 2022, the court denied the motion to stay. On March 10, 2022, defendants filed their brief in support of their motion to dismiss. The motion to dismiss was fully briefed on April 27, 2022, and was scheduled for oral argument on May 10, 2022. On May 6, 2022, defendants withdrew the motion to dismiss without prejudice. On July 22, 2022, co-lead plaintiffs filed an amended class action complaint asserting similar claims. Defendants filed a motion to dismiss the amended class action complaint on October 14, 2022. Plaintiffs’ answering brief and Defendants’ reply brief were due on November 18 and December 9, 2022, respectively. Oral argument on the motion to dismiss was scheduled for January 6, 2022. On January 5, 2023, the defendants withdrew their motion to dismiss. On February 2, 2023, the court issued a case scheduling order setting forth pre-trial deadlines and a date for trial in March 2024. On February 3, 2023, defendants filed their answer to plaintiffs’ amended class action complaint. On February 7, 2023, plaintiffs served the Company, as a non-party, with a subpoena for certain information, which the Company responded to on February 21, 2023. The defendants intend to vigorously defend against the claims. The proceedings are subject to uncertainties inherent in the litigation process. In addition, between approximately March 26, 2021 and September 23, 2021, LMC received eight demands for books and records pursuant to Section 220 of the Delaware General Corporation Law from stockholders who state they are investigating whether to file similar derivative lawsuits, among other purposes. A lawsuit to compel inspection of books and records under 8 Del. C. § 220 was filed against the Company on May 31, 2022 in the Delaware Court of Chancery (Turner v. Lordstown Motors Corp. (C.A. No. 2022-0468)). The plaintiff sought production of documents related to, among other things, vehicle pre-orders, production timeline, and stock sales by insiders. The Company made supplemental document productions in connection with discussions to resolve or narrow this action. On December 6, 2022, the parties filed a stipulation to dismiss the action with prejudice and, as a result, the Turner matter has been completely resolved and there are no disputes as to the remaining books and records requests. The Company has also received two subpoenas from the SEC for the production of documents and information, including relating to the merger between DiamondPeak and Lordstown EV Corporation (formerly known as Lordstown Motors Corp.), a Delaware corporation (“Legacy Lordstown”) and pre-orders of vehicles, and the Company has been informed by the U.S. Attorney’s Office for the Southern District of New York that it is investigating these matters. The Company has cooperated, and will continue to cooperate, with these and any other regulatory or governmental investigations and inquiries. On January 26, 2023, we filed a petition in the Delaware Court of Chancery pursuant to Section 205 of the Delaware General Corporation Law (“DGCL”), which permits the Court of Chancery, in its discretion, to validate potentially defective corporate acts and stock after considering a variety of factors, due to developments regarding potential interpretations of the DGCL. As previously disclosed, on March 24, 2022, we received a letter addressed to our Board of Directors (the “Board”) from the law firm of Purcell & Lefkowitz LLP (“Purcell”) on behalf of three purported stockholders. Among other matters, the stockholder letter addressed the approval of our Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) at the special meeting of stockholders held on October 22, 2020, which included a 200 million share increase in the number of authorized shares of Class A common stock (the “2020 Class A Increase Amendment”), and was approved by a majority of the then-outstanding shares of both our Class A and Class B common stock, voting as a single class. The stockholder letter alleged that the 2020 Class A Increase Amendment required a separate vote in favor by at least a majority of the then outstanding shares of Class A common stock under Section 242(b)(2) of the DGCL, and that the 200 million shares in question were thus unauthorized. Following receipt of the stockholder letter, the Board undertook a review of the matters raised with the assistance of outside counsel not involved in the underlying transactions at issue and had determined, in reliance upon, among other things, advice of several law firms including a legal opinion of Delaware counsel, that the assertions regarding DGCL Section 242(b)(2) were wrong and that a separate class vote of the Class A common stock was not required to approve the 2020 Class A Increase Amendment. We continue to believe that a separate vote of Class A common stock was not required to approve the 2020 Class A Increase Amendment. However, in light of a recent decision of the Court of Chancery that created uncertainty regarding this issue, we filed a petition in the Court of Chancery pursuant to Section 205 seeking validation of the 2020 Class A Increase Amendment and the shares issued pursuant thereto to resolve any uncertainty with respect to those matters. On May 20, 2022, the Company received a second letter addressed to its Board from Purcell on behalf of the same three purported stockholders regarding the vote at the annual meeting of stockholders held on May 19, 2022 (the “2022 Annual Meeting”) to approve the amendment to our Charter to increase the total number of authorized shares of Class A common stock from 300 million shares to 450 million shares (the “Charter Amendment”), as further described in the definitive proxy statement for the 2022 Annual Meeting filed with the SEC on April 8, 2022, as supplemented on May 9, 2022 (the “2022 Proxy Statement”). The letter asserted, among other things, that that in connection with the vote at the 2022 Annual Meeting to approve the Charter Amendment, brokers had cast discretionary votes on such proposal despite a statement in the 2022 Proxy Statement that they would not have authority to do so. The Company’s Current Report on Form 8-K filed with the SEC on May 19, 2022 reported that the Charter Amendment was approved at the 2022 Annual Meeting and that the Charter was thereby amended, as the Charter Amendment had been filed with the Secretary of State of the State of Delaware. On May 31, 2022, after further review by the Company and its Board of the votes on the proposal to approve the Charter Amendment, due to uncertainty in counting the number of votes cast “for,” the Board determined not to consider the Charter Amendment approved by the Company’s stockholders and we filed a Certificate of Correction with the Secretary of State of the State of Delaware, voiding the Charter Amendment and causing the number of authorized shares of Class A common stock to remain at 300 million. The Company subsequently filed the Certificate of Correction and the Board called the special meeting of stockholders held on August 17, 2022 (“2022 Special Meeting”), to resubmit for approval an amendment to our Charter to increase the number of authorized shares of our Common Stock from 300 million to 450 million shares (the “Certificate of Amendment”). At the 2022 Special Meeting, our stockholders approved the Certificate of Amendment. The parties have reached a settlement agreement to resolve the issues raised in both of the letters from Purcell. The amount of the settlement is not material to the Company. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 11 — RELATED PARTY TRANSACTIONS The Company’s Board has adopted a written Related Party Transaction Policy that sets forth policies and procedures for the review and approval or ratification of any transaction, arrangement or relationship in which the Company or any of its subsidiaries was, is or will be a participant, the amount of which exceeds $120,000 and in which any director, executive officer or beneficial owner of 5 % or more of the Class A common stock had, has or will have a direct or indirect material interest (a “Related Party Transaction”). Pursuant to this policy, the Audit Committee of the Board reviews and approves any proposed Related Party Transaction, considering among other factors it deems appropriate, whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. The Audit Committee may then approve or disapprove the transaction in its discretion. Any related person transaction will be disclosed in the applicable SEC filing as required by the rules of the SEC. Pursuant to the Investment Agreement described in Note 8 – Capital Stock and Earnings Per Share, Foxconn’s beneficial ownership of Class A common stock exceeded 5 % in November 2022 causing Foxconn to become a related party. On November 7, 2019, the Company entered into an Asset Transfer Agreement, Operating Agreement and separate Mortgage Agreement (collectively, the “GM Agreements”) with GM. Pursuant to the GM Agreements, the Company incurred debt to GM recorded as a related party note payable in the principal amount of $20.0 million, secured by the real property described in Note 4. The Company had imputed interest of 5% on the related party note payable until February 1, 2020 when the stated interest rate of 7% began per the terms of the GM Agreement. As of the date of the Business Combination, our related party note payable for the plant and interest totaled $20.8 million and was settled as part of the Business Combination. Pursuant to the Operating Agreement described above, the Company was also required to reimburse GM for expenditures related to general plant maintenance and compliance associated with the Lordstown facility. During 2020, the Company recorded expenses of $2.1 million and purchased property from GM for $1.2 million which was recorded to Construction In Progress. As of the date of the Closing, we had accrued a total of $5.9 million as a Due to Related Party liability which was converted to equity as part of the Business Combination. On May 28, 2020, the Company entered into a Convertible Promissory Note (the “Convertible Note”) with GM that provided financing to the Company of up to $10.0 million secured by the Company’s property, plant and equipment and intangible assets. Pursuant to the terms of the Convertible Note, the Company had the ability to periodically draw down on the Convertible Note to meet its working capital needs. The Convertible Note had a $5.0 million balance at the closing of the Business Combination and was converted to equity as described in Note 1. In August 2020, we entered into an emissions credit agreement with GM pursuant to which, and subject to the terms of which, until the completion of the first three annual production/model years wherein we produce vehicles at least ten months out of the production/model year, the counterparty will have the option to purchase such emissions credits as well as emissions credits from any other U.S. state, country or jurisdiction generated by vehicles produced by us not otherwise required by us to comply with emissions laws and regulations at a purchase price equal to 75% of the fair market value of such credits. While we have launched the Endurance as a 2023 model year, we are limiting production to up to 500 units. Therefore, the duration of our obligations under this agreement will extend for several years and are ultimately dependent upon whether we are able to launch a new vehicle and the associated timing and/or our ability to obtain a strategic partner to support the scaling of the Endurance. As of December 31, 2020, GM was no longer determined to be a related party. In November 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, valued at $11.1 million, and was entitled to royalties of 1% of the gross sales price of the first 200,000 vehicle sales. In November 2020, we prepaid the royalty payment of $4.75 million, representing an advance on the royalties discussed above, but only to the extent that the aggregate amount of such royalty fees exceeded the amount paid upfront. During the year ended December 31, 2021, we continued to refine the design of the Endurance and considered technologies we would use in future vehicles. Given the technology used in the Endurance and new management’s strategic direction of the Company, inclusive of the transactions contemplated with Foxconn as detailed in Note 1, we deemed it appropriate to change the useful life of the intellectual property license we acquired to zero months. As such, we recorded accelerated amortization of $11.1 million during the year ended December 31, 2021. Given the Workhorse Group technology is not being used in the Endurance and our strategic direction, inclusive of the transactions contemplated with Foxconn, we deemed it appropriate to terminate the royalty agreement. As such, we recorded a charge of $4.75 million during the year ended December 31, 2022 to write-off prepaid royalty. As of September 30, 2021, Workhorse Group w as no longer determined to be a related party. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | Note 11 SUBSEQUENT EVENTS On March 24, 2022, we received a letter addressed to our Board from the law firm of Purcell & Lefkowitz LLP on behalf of three purported stockholders. Among other matters, the stockholder letter addressed the approval of our Certificate of Incorporation at the special meeting of stockholders held on October 22, 2020, which included the 2020 Class A Increase Amendment, and was approved by a majority of the then-outstanding shares of both our Class A and Class B common stock, voting as a single class. The stockholder letter alleged that the 2020 Class A Increase Amendment required a separate vote in favor by at least a majority of the then outstanding shares of Class A common stock under Section 242(b)(2) of the DGCL, and that the 200 million shares in question were thus unauthorized. Following receipt of the stockholder letter, the Board undertook a review of the matters raised with the assistance of outside counsel not involved in the underlying transactions at issue and had determined, in reliance upon, among other things, advice of several law firms including a legal opinion of Delaware counsel, that the assertions regarding DGCL Section 242(b)(2) were wrong and that a separate class vote of the Class A common stock was not required to approve the 2020 Class A Increase Amendment. We continue to believe that a separate vote of Class A common stock was not required to approve the 2020 Class A Increase Amendment. However, in light of a recent decision of the Court of Chancery that created uncertainty regarding this issue, we filed a petition in the Court of Chancery pursuant to Section 205 seeking validation of the 2020 Class A Increase Amendment and the shares issued pursuant thereto to resolve any uncertainty with respect to those matters. In February 2023, the Court of Chancery held a hearing on our petition and, on February 28, 2023 issued an amended order granting the Company’s motion to validate each of the following and eliminate the uncertainty with respect thereto: (1) the 2020 Class A Increase Amendment and the Certificate of Incorporation as of the time of filing with the Delaware Secretary of State, and (2) all shares of capital stock that we issued in reliance on the effectiveness of the 2020 Class A Increase Amendment and Certificate of Incorporation as of the date of such shares were issued. The Company experienced performance and quality issues with certain Endurance components that led the Company to temporarily pause production and customer deliveries in the first quarter of 2023. The Company has filed paperwork |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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, cash equivalents and short-term investments | Cash, cash equivalents and short-term investments 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. In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Our short-term investments consist primarily of liquid investment grade commercial paper, which are diversified among individual issuers, including non-U.S. governments, non-U.S. governmental agencies, supranational institutions, banks and corporations. The short-term investments are accounted for as available-for-sale securities. The settlement risk related to these investments is insignificant given that the short-term investments held are primarily highly liquid investment-grade fixed-income securities. The Company maintains its cash in bank deposit and securities accounts that exceed federally insured limits. We have not experienced significant losses in such accounts and management believes it is not exposed to material credit risk. |
Revenue Recognition | Revenue Recognition Revenue is recognized when control of a promised good or service is transferred to a customer in an amount that reflects the consideration the Company expects to receive in exchange for the good or service. Our performance obligations are satisfied at a point in time. We recognize revenue when the customer confirms acceptance of vehicle possession. Costs related to shipping and handling activities are a part of fulfillment costs and are therefore recognized under cost of sales. Our sales are final and do have a right of return clause. There are limited instances of sales incentives offered to fleet management companies. The incentives offered are of an immaterial amount per vehicle, and there were no sales incentives recognized during 2022. The Company currently does not offer financing options therefore there is no impact on the collectability of revenue. |
Product Warranty | Product Warranty The estimated costs related to product warranties are accrued at the time products are sold and are charged to cost of sales which includes our best estimate of the projected costs to repair or replace items under warranties and recalls if identified. |
Inventory and Inventory Valuation | Inventory and Inventory Valuation Inventory is stated at the lower of cost or net realizable value (“LCNRV”). Net realizable value (“NRV”) is the estimated future selling price of the inventory in the ordinary course of business less cost to sell, and considers general market and economic conditions. Non-cash charges to reflect the NRV and excess inventory adjustments in excess of the current production volume of the Endurance which is not anticipated to exceed 500 units totaled $48.5 million and are recorded within Cost of Sales in the Company’s consolidated statement of operations. |
Prepaid and Other Assets | Prepaid and Other Assets Prepaid and other assets as of December 31, 2021 were primarily attributable to prepaid component inventory and prepaid royalties. As of December 31, 2022, we reviewed our prepaid and other assets for impairment given that t units. The excess was due to the fact that early in development we made commitments to purchase volumes consistent with plans for higher productions and\or minimum order quantities required by suppliers. Given our anticipated production volume, the Company determined it appropriate to impair prepaid and other assets and recorded a charge of million for the year ended December 31, 2022. |
Property, plant and equipment | Property, plant and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation will be computed using the straight-line method over the estimated useful lives of the related assets. 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. |
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, testing and manufacturing costs, along with expenditures for prototype manufacturing, testing, validation, certification, contract and other professional services and costs associated with operating the Lordstown facility, prior to its sale. |
Stock-based compensation | Stock-based compensation The Company has adopted ASC Topic 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) |
Warrants | Warrants The Company accounts for the Private Warrants and the Foxconn Warrants as described in Note 3 in accordance with the guidance contained in ASC Topic 815-40-15-7D and 7F under which these Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies these Warrants as liabilities at their fair value at each reporting period or at the time of settlement. Any change in fair value is recognized in the statement of operations. The Company accounts for the BGL Warrants as equity as these warrants qualify as share-based compensation under ASC Topic 718. On January 27, 2021, we redeemed all of the Public Warrants originally issued in the Initial Public Offering that remained outstanding. |
Income taxes | Income taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC topic 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. |
Recent accounting pronouncements | Recent accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases The Company adopted ASC 842 effective January 1, 2021 using the alternative transition method and elected to apply the new guidance at the adoption date without adjusting comparative periods presented. Comparative information has not been restated and will continue to be reported under accounting standards in effect for those periods. In adopting the new guidance, the Company elected to apply the package of transition practical expedients, which allows the Company not to reassess: (1) whether any expired or existing contracts contain leases under the new definition of a lease; (2) lease classification for any expired or existing leases; and (3) whether previously capitalized initial direct costs would qualify for capitalization under ASC 842. In addition, the Company has elected to apply the practical expedient to combine lease and related non-lease components, for all classes of underlying assets, and accounts for the combined contract as a lease component, as well as the election was made to apply the short-term lease recognition exemption. In transition, the Company did not elect to apply the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment of right-of-use assets. The Company has leases which primarily consist of our Farmington Hills, Michigan and Irvine, California locations. The adoption of ASC 842 resulted in the recognition of a new right-of-use assets and lease liabilities on the balance sheet for all operating leases. As a result of the Company’s adoption on January 1, 2021, the Company recorded operating right-of-use assets and lease liabilities of $3.3 million. As of December 31, 2022 and December 31, 2021, the Company had a right-of use asset and liability totaling $2.5 million and $2.2 million, respectively. There are no other recently issued, but not yet adopted, accounting pronouncements which are expected to have a material impact on the Company’s Consolidated Financial Statements and related disclosures. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of the net (loss) gain on changes in fair value related to warrants | The following table summarizes the net gain (loss) on changes in fair value (in thousands) related to the Public Warrants, Private Warrants and Foxconn Warrants. Year ended Year ended December 31, 2022 December 31, 2021 Public Warrants $ — $ (27,180) Private Warrants 231 15,307 Foxconn Warrants 153 — Net (loss) gain on changes in fair value $ 384 $ (11,873) |
Summary of the valuation of financial instruments | The following tables summarize the valuation of our financial instruments (in thousands): Total Quoted prices in active markets (Level 1) Prices with observable inputs (Level 2) Prices with unobservable inputs (Level 3) December 31, 2022 Cash and cash equivalents $ 121,358 $ 121,358 $ — $ — Short-term investments 100,297 — 100,297 — Private Warrants 254 — — 254 Foxconn Warrants 170 — — 170 Total Quoted prices in active markets (Level 1) Prices with observable inputs (Level 2) Prices with unobservable inputs (Level 3) December 31, 2021 Cash and cash equivalents $ 244,016 $ 244,016 $ — $ — Short-term investments — — — — Private Warrants 485 — — 485 |
Schedule of loss on fair value recognized in earnings | Balance at December 31, 2021 Additions Settlements Loss on fair value adjustments included in earnings Balance at December 31, 2022 Private Warrants $ 485 — — (231) $ 254 Foxconn Warrants — 323 — (153) 170 |
Foxconn | |
Schedule of Level 3 fair value measurement inputs | Year ended December 31, 2022 Foxconn Warrants Stock Price $ 1.14 Strike Price $ 10.5 Volatility 90% Expected term 2.4 years Risk Free Rate 4.284% |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY, PLANT AND EQUIPMENT | |
Summary of property, plant and equipment, net | December 31, 2022 December 31, 2021 Property, Plant & Equipment Land $ — $ 326 Buildings — 6,223 Machinery and equipment — 39,073 Tooling 160,878 — Construction in progress 41,378 337,124 $ 202,256 $ 382,746 Less: Accumulated depreciation (8,476) — Total $ 193,780 $ 382,746 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
STOCK-BASED COMPENSATION | |
Schedule of fair value assumptions | December 31, December 31, December 31, 2022 2021 2020 Risk-free interest rate 2.85 % 0.39 % 1.59 % Expected term (life) of options (in years) 3.11 3.86 10.0 Expected dividends — % — % — % Expected volatility 77 % 50 % 50 % |
Schedule of stock option activity | The activities of stock options are summarized as follows: (in thousands except for per option values and years) Weighted Average Aggregate Number of Exercise Weighted Average Intrinsic Value Options Price Term (Years) ($000's) Outstanding, December 31, 2019 4,352 $ 1.79 8.9 $ — Granted 1,021 1.79 Exercised — — Forfeited — — Outstanding, December 31, 2020 5,373 $ 1.79 9.0 $ - Granted 5,545 14.72 Exercised (3,559) 1.79 Forfeited (618) 22.59 Outstanding, December 31, 2021 6,741 $ 10.56 5.18 $ — Granted 2,379 2.65 Exercised (1,098) 1.79 Forfeited (662) 15.61 Expired (1,450) 16.47 Outstanding, December 31, 2022 5,910 $ 7.12 7.44 $ — Exercisable, December 31, 2022 1,626 $ 8.25 7.52 $ — *The aggregate intrinsic value is calculated as the difference between the market value of our Class A common stock as of December 31, 2022 and the respective exercise prices of the options. The market value as of December 31, 2022 was $1.14 per share, which is the closing sale price of our Class A common stock on December 31, 2022, as reported by the Nasdaq Global Select Market. |
Schedule of range of exercise prices | Further details of our exercisable stock options and stock options outstanding are summarized as follows: (in thousands except for per exercise prices and years) Options Outstanding Options Exercisable Weighted Average Weighted Average Weighted Average Range of Options Remaining Exercise Options Exercise Exercise Prices Outstanding Contractual Term Price Exercisable Price $1.63 — $1.77 270,000 6.5 $1.70 — $0.00 $1.79 — $1.79 604,696 6.4 $1.79 605 $1.79 $1.90 — $2.35 413,405 5.0 $2.22 — $0.00 $2.39 — $2.39 696,034 6.2 $2.39 — $0.00 $3.45 — $3.45 792,500 7.2 $3.45 67 $3.45 $4.11 — $5.45 398,093 8.8 $4.94 122 $4.98 $5.51 — $5.51 700,000 8.7 $5.51 233 $5.51 $5.69 — $5.85 597,722 8.9 $5.70 195 $5.70 $6.84 — $11.41 760,500 8.3 $10.55 91 $8.99 $16.22 — $26.77 676,127 7.5 $26.60 312 $26.51 $1.63 $26.77 5,909,077 7.4 $7.12 1,626 $8.25 |
Schedule of RSUs activity | The activities of RSUs are summarized as follows: (in thousands except for fair values) Weighted Average Grant Date Aggregate Shares Fair Value Intrinsic Value Outstanding, December 31, 2020 — — Awarded 6,414 $9.38 Released — — Forfeited (152) $12.65 Outstanding, December 31, 2021 6,262 $9.30 20,911 Awarded 4,561 $2.12 Released (3,930) $9.55 Forfeited (1,675) $9.19 Outstanding, December 31, 2022 5,218 $2.87 — *The aggregate intrinsic value is calculated using the market value of our Class A common stock as of December 31, 2022. The market value as of December 31, 2022 was $1.14 per share, which is the closing sale price of our Class A common stock on December 31, 2022, as reported by the Nasdaq Global Select Market. |
CAPITAL STOCK AND EARNINGS PE_2
CAPITAL STOCK AND EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
CAPITAL STOCK AND EARNINGS PER SHARE | |
Schedule of computation of basic and diluted loss per share | The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share and per share amounts): Year ended Year ended Year ended December 31, 2022 December 31, 2021 December 31, 2020 Numerator Net loss from continuing operations $ (282,404) $ (410,368) $ (124,050) Less: Accrual of convertible preferred stock paid-in-kind dividends 261 — — Net loss attributable to common stockholders (282,665) (410,368) (124,050) Denominator Weighted average number of common shares outstanding 208,617 180,722 96,716 Weighted average number of vested shares not yet issued 64 — — Weighted average number of common shares - Basic 208,682 180,722 96,716 Dilutive common stock outstanding — — — Weighted average number of common shares -Diluted 208,682 180,722 96,716 Net loss per share Net loss per share attributable to common stockholders, basic $ (1.35) $ (2.27) $ (1.28) Net loss per share attributable to common stockholders, diluted $ (1.35) $ (2.27) $ (1.28) |
Schedule of computation of diluted net loss per share to common shareholders for their anti-dilutive effect | Year ended Year ended Year ended December 31, 2022 December 31, 2021 December 31, 2020 Foxconn convertible preferred shares 15,496 — — Share awards 359 3,862 6,600 Warrants issued to Foxconn 1,700 — — Public warrants — — 6,600 BGL Warrants 1,649 1,649 1,649 Private warrants to purchase common stock 2,314 2,314 5,100 Total 21,518 7,826 19,949 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Schedule of reconciliation of the statutory federal income tax | 2022 Rate 2021 Rate 2020 Rate Federal tax benefit as statutory rates $ (59,305) (21.0) % $ (86,177) (21.0) % $ (26,050) (21.0) % Stock based compensation 731 0.2 (1,004) (0.2) 192 0.2 Other permanent differences 77 — 60 — 32 — Research and development credit — — (68) — — — Other (1,947) (0.7) — — — — State & local taxes (672) (0.1) (3,234) (0.8) — — Change in valuation allowance 61,115 21.64 90,423 22.0 25,826 20.8 Total tax benefit $ — — % $ — — % $ — — % |
Schedule of deferred tax assets | 2022 2021 Deferred tax assets: Share based compensation $ 2,831 $ 2,288 Intangible and other assets 745 1,984 Fixed Assets 19,193 — Capitalized research and development 13,292 — 136 Accruals 7,514 — Net operating losses 135,948 113,999 Total deferred tax assets 179,523 118,407 Valuation allowance (179,523) (118,407) Total deferred tax assets, net of valuation allowance $ — $ — |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Nov. 22, 2022 USD ($) item $ / shares shares | Nov. 07, 2022 USD ($) $ / shares shares | Jun. 24, 2022 USD ($) | May 11, 2022 USD ($) | Nov. 10, 2021 USD ($) | Jul. 23, 2021 shares | Oct. 23, 2020 USD ($) $ / shares shares | Oct. 31, 2021 USD ($) shares | Jan. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Nov. 30, 2019 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Dec. 30, 2022 USD ($) | Nov. 08, 2022 shares | Aug. 17, 2022 $ / shares | Aug. 11, 2022 shares | Apr. 15, 2022 USD ($) | Nov. 07, 2019 USD ($) | |
Business Acquisition | |||||||||||||||||||||
Capital Commitment Contributions | $ 100,000 | ||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||||||||||||||||||||
Research and development expenses 1 | $ 107,816 | $ 284,016 | $ 70,967 | ||||||||||||||||||
Reimbursement expense | 18,400 | ||||||||||||||||||||
Stock issued in aggregate purchase | shares | 50,000,000 | ||||||||||||||||||||
Issuance of common stock | $ 500,000 | 2,114 | 6,368 | 6,439 | |||||||||||||||||
Proceeds from notes payable for Foxconn Joint Venture | 13,500 | 38,796 | |||||||||||||||||||
Proceeds from stock issuance | $ 500,000 | $ 2,114 | $ 6,368 | 6,439 | |||||||||||||||||
Warrants to purchase common stock | shares | 1,600,000 | ||||||||||||||||||||
Warrant exercise price | $ / shares | $ 11.50 | ||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Exchange ratio | 55.8817 | ||||||||||||||||||||
Shares issued per share tendered in conversion | shares | 1 | ||||||||||||||||||||
Shares issued in conversion | shares | 7,000,000 | ||||||||||||||||||||
Issuance of Class A Common stock | $ 2,114 | $ 6,368 | 6,439 | ||||||||||||||||||
Shares issued price per share | $ / shares | $ 10 | ||||||||||||||||||||
Shares issued upon notes conversion | shares | 4,000,000 | ||||||||||||||||||||
Value of shares issued upon notes conversion | $ 40,000 | ||||||||||||||||||||
Conversion price per share | $ / shares | $ 10 | ||||||||||||||||||||
Class A Common stock issued for exercise of warrants (in shares) | shares | 600,000 | 2,700,000 | |||||||||||||||||||
Class A Common stock issued in recapitalization, net of redemptions and transaction costs | $ 644,600 | 644,589 | |||||||||||||||||||
Cash proceeds from exercise of warrants | $ 82,000 | $ 30,700 | 82,016 | 30,692 | |||||||||||||||||
Warrant and other non-current liabilities | 100,900 | 1,446 | 1,578 | ||||||||||||||||||
Cash received in recapitalization, net of transaction costs | 701,500 | 701,520 | |||||||||||||||||||
Cash and cash equivalents | 121,358 | 244,016 | |||||||||||||||||||
cash, cash equivalents and short-term investments | 221,700 | ||||||||||||||||||||
Accumulated deficit | 827,213 | 544,809 | |||||||||||||||||||
Net loss | $ 282,404 | $ 410,368 | $ 124,050 | ||||||||||||||||||
Substantial Doubt about Going Concern, within One Year [true false] | true | ||||||||||||||||||||
Common Stock | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Stock issued in aggregate purchase | shares | 1,106,000 | 3,559,000 | 8,652,000 | ||||||||||||||||||
Issuance of Class A Common stock | $ 70,000 | $ 1 | $ 2 | ||||||||||||||||||
Class A Common stock issued for exercise of warrants (in shares) | shares | 7,984,000 | 2,669,000 | |||||||||||||||||||
Class A Common stock issued in recapitalization, net of redemptions and transaction costs | $ 8 | ||||||||||||||||||||
Foxconn | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Research and development expenses 1 | 18,400 | ||||||||||||||||||||
Foxconn | Foxconn Joint Venture | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Percentage of ownership in joint venture | 55% | ||||||||||||||||||||
Joint Venture, Direct Capital Commitment Contributions | $ 55,000 | ||||||||||||||||||||
Joint Venture, Initial Investment for Capital Commitment | $ 16,500 | ||||||||||||||||||||
Foxconn | Common Stock | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Additional stock issued in aggregate purchase | shares | 26,900,000 | ||||||||||||||||||||
Stock issued in aggregate purchase | shares | 26,900,000 | ||||||||||||||||||||
Shares issued price per share | $ / shares | $ 1.76 | ||||||||||||||||||||
Lordstown EV Corporation | Foxconn | Foxconn Joint Venture | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Amount of capital commitment contributions from joint venture for funding notes payable | $ 45,000 | ||||||||||||||||||||
Percentage of ownership in joint venture | 45% | 45% | |||||||||||||||||||
Proceeds from notes payable for Foxconn Joint Venture | $ 13,500 | 13,500 | |||||||||||||||||||
Contract Manufacturing Agreement | Lordstown EV Corporation | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Initial term | 18 months | ||||||||||||||||||||
Notice period | 12 months | ||||||||||||||||||||
Minimum | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Target minimum liquidity | $ 75,000 | ||||||||||||||||||||
Maximum | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Number of vehicles in batch | item | 500 | ||||||||||||||||||||
Target minimum liquidity | $ 100,000 | ||||||||||||||||||||
Equity Funding Agreement With Y A | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Stock issued in aggregate purchase | shares | 400,000 | 17,500,000 | 9,600,000 | ||||||||||||||||||
Issuance of Class A Common stock | $ 40,400 | $ 49,400 | |||||||||||||||||||
Exchange cap (in shares) | shares | 35,100,000 | ||||||||||||||||||||
Equity Funding Agreement With Y A | Maximum | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Issuance of Class A Common stock | $ 400,000 | ||||||||||||||||||||
Equity Funding Agreement With Foxconn | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Purchase price for sale of assets | $ 230,000 | ||||||||||||||||||||
Research and development expenses 1 | 7,700 | ||||||||||||||||||||
Down payments received | $ 200,000 | ||||||||||||||||||||
Proceeds from sale of assets | 100,000 | 100,000 | |||||||||||||||||||
Total proceeds from sale of assets | 257,000 | ||||||||||||||||||||
Proceeds from Sale of Assets for Expansion Investments | 8,900 | ||||||||||||||||||||
Proceeds from Sale of Assets for Reimbursement Payments | $ 18,400 | ||||||||||||||||||||
Balance of purchase price | 30,000 | ||||||||||||||||||||
Reimbursement payment receivable on closing | 27,500 | ||||||||||||||||||||
Reimbursable operating expenses receivable | 18,400 | $ 17,500 | |||||||||||||||||||
Reimbursable expansion cost receivable | $ 10,000 | ||||||||||||||||||||
Stock issued in aggregate purchase | shares | 7,200,000 | ||||||||||||||||||||
Issuance of common stock | $ 50,000 | ||||||||||||||||||||
Proceeds from stock issuance | $ 50,000 | ||||||||||||||||||||
Issuance of Class A Common stock | $ 50,000 | ||||||||||||||||||||
Equity Funding Agreement With Foxconn | Common Stock | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Stock issued in aggregate purchase | shares | 7,248,000 | ||||||||||||||||||||
Equity Funding Agreement With Foxconn | Lordstown EV Corporation | Foxconn | Foxconn Joint Venture | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Paid in kind interest rate | 7% | ||||||||||||||||||||
Open Market Sales Agreement | Jefferies LLC | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Stock issued in aggregate purchase | shares | 7,800,000 | ||||||||||||||||||||
Issuance of common stock | $ 12,400 | ||||||||||||||||||||
Proceeds from stock issuance | $ 12,400 | ||||||||||||||||||||
Open Market Sales Agreement | Maximum | Jefferies LLC | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Number of shares to be issued | shares | 50,200,000 | 50,200,000 | 50,200,000 | ||||||||||||||||||
Investment agreement | Foxconn | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Aggregate value of shares for issuance | $ 100,000 | ||||||||||||||||||||
Investment agreement | Foxconn | Common Stock | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Stock issued in aggregate purchase | shares | 12,900,000 | ||||||||||||||||||||
Number of members that can be appointed to board | item | 2 | ||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||
Shares issued price per share | $ / shares | $ 1.76 | ||||||||||||||||||||
Investment agreement | Foxconn | Preferred stock | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Proceeds from issuance of preferred stock | $ 52,700 | $ 30,000 | |||||||||||||||||||
Stock issued in aggregate purchase | shares | 300,000 | ||||||||||||||||||||
Shares issued price per share | $ / shares | $ 100 | $ 100 | |||||||||||||||||||
Number of tranches of share issue | item | 2 | ||||||||||||||||||||
Scenario, Plan | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Warrants to purchase common stock | shares | 1,700,000 | ||||||||||||||||||||
Warrant exercise price | $ / shares | $ 10.50 | ||||||||||||||||||||
Forecast | Investment agreement | Foxconn | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Issuance of common stock | $ 117,300 | ||||||||||||||||||||
Proceeds from stock issuance | 117,300 | ||||||||||||||||||||
Restricted Cash | $ 70,000 | ||||||||||||||||||||
Scenario, EV Program Milestone Achievement [Member] | Investment agreement | Foxconn | Preferred stock | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Shares issued price per share | $ / shares | $ 100 | ||||||||||||||||||||
Scenario, EV Program Milestone Achievement [Member] | Investment agreement | Maximum | Foxconn | Preferred stock | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Convertible preferred shares, shares issued | shares | 700,000 | ||||||||||||||||||||
Scenario, EV Program Milestone Achievement [Member] | Investment Agreement First Tranche | Foxconn | Preferred stock | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Proceeds from issuance of preferred stock | $ 30,000 | ||||||||||||||||||||
Convertible preferred shares, shares issued | shares | 300,000 | ||||||||||||||||||||
Scenario, EV Program Milestone Achievement [Member] | Investment Agreement First Tranche | Maximum | Foxconn | Preferred stock | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Convertible preferred shares, shares issued | shares | 300,000 | ||||||||||||||||||||
Scenario, EV Program Milestone Achievement [Member] | Investment Agreement Second Tranche | Foxconn | Preferred stock | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Proceeds from issuance of preferred stock | $ 40,000 | ||||||||||||||||||||
Convertible preferred shares, shares issued | shares | 400,000 | ||||||||||||||||||||
Scenario, EV Program Milestone Achievement [Member] | Investment Agreement Second Tranche | Maximum | Foxconn | Preferred stock | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Proceeds from issuance of preferred stock | $ 40,000 | ||||||||||||||||||||
Convertible preferred shares, shares issued | shares | 400,000 | ||||||||||||||||||||
Notes Guaranty and Security Agreements | Lordstown EV Corporation | Foxconn | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Principal amount | $ 45,000 | ||||||||||||||||||||
GM | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Due to related parties | 5,900 | $ 5,900 | $ 5,900 | ||||||||||||||||||
GM | Note Payable to GM | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Amount outstanding | $ 20,800 | ||||||||||||||||||||
Principal amount | $ 20,000 | ||||||||||||||||||||
GM | Convertible Note | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Amount outstanding | $ 5,000 | ||||||||||||||||||||
Transaction with Workhorse Group Inc | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Issuance of Class A Common stock | $ 11,100 | ||||||||||||||||||||
Merger Agreement With Diamond Peak Holdings Corp [Member] | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Shares issued in merger | shares | 75,918,063 | ||||||||||||||||||||
Property acquired in business combination | $ 23,200 | ||||||||||||||||||||
Merger Agreement With Diamond Peak Holdings Corp [Member] | Convertible Note | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Liabilities settled | 5,000 | ||||||||||||||||||||
Merger Agreement With Diamond Peak Holdings Corp [Member] | GM | Note Payable to GM | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Liabilities settled | $ 20,800 | ||||||||||||||||||||
BGL Warrants - SBC - Equity | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Warrants outstanding | shares | 1,600,000 | 1,600,000 | |||||||||||||||||||
Public warrants | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Warrants to purchase common stock | shares | 9,300,000 | ||||||||||||||||||||
Warrants outstanding | shares | 0 | 0 | |||||||||||||||||||
Private warrants to purchase common stock | |||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||
Warrants to purchase common stock | shares | 5,100,000 | ||||||||||||||||||||
Warrants outstanding | shares | 2,300,000 | 2,300,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2019 item | Dec. 31, 2022 USD ($) item | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Aug. 31, 2021 USD ($) | Jan. 01, 2021 USD ($) | Nov. 30, 2020 USD ($) | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Selling, general and administrative expenses | $ 138,270,000 | $ 105,362,000 | $ 31,316,000 | ||||
Research and development expenses 1 | 107,816,000 | 284,016,000 | $ 70,967,000 | ||||
Operating right-of-use assets and lease liabilities | 2,500,000 | 2,200,000 | $ 3,300,000 | ||||
Impairment of prepaid and assets | 14,800,000 | ||||||
Sales incentives | 0 | ||||||
Write-off of prepaid royalty | 4,728,000 | ||||||
Amortization | $ 11,111,000 | ||||||
Impairment of Intangible Assets (Excluding Goodwill) | 1,000,000 | ||||||
Transaction with Workhorse Group Inc | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Percentage ownership conveyed in connection with license agreement | 10% | ||||||
Royalty percentage | 1% | ||||||
Number of vehicles subject to royalty | item | 200,000 | ||||||
Prepaid Royalties | 4,750,000 | $ 4,750,000 | |||||
Software license | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Intangible asset value | $ 1,000,000 | ||||||
Cost of Sales [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Inventory Adjustments | $ 48,500,000 | ||||||
Maximum | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Number of vehicles in batch | item | 500 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Oct. 23, 2020 USD ($) $ / shares | |
FAIR VALUE MEASUREMENTS | ||||||
Warrant exercise price | $ / shares | $ 11.50 | |||||
Class A Common stock issued for exercise of warrants (in shares) | 0.6 | 2.7 | ||||
Cash proceeds from exercise of warrants | $ | $ 82,000 | $ 30,700 | $ 82,016 | $ 30,692 | ||
Warrant and other non-current liabilities | $ | $ 1,578 | $ 1,446 | $ 100,900 | |||
Private warrants to purchase common stock | ||||||
FAIR VALUE MEASUREMENTS | ||||||
Warrant exercise price | $ / shares | $ 11.50 | |||||
BGL Warrants - SBC - Equity | ||||||
FAIR VALUE MEASUREMENTS | ||||||
Warrant exercise price | $ / shares | 10 | |||||
Public warrants | ||||||
FAIR VALUE MEASUREMENTS | ||||||
Warrant exercise price | $ / shares | $ 11.50 | |||||
Class A Common stock issued for exercise of warrants (in shares) | 6.7 | |||||
Warrants outstanding | 0 | |||||
Private warrants to purchase common stock | ||||||
FAIR VALUE MEASUREMENTS | ||||||
Class A Common stock issued for exercise of warrants (in shares) | 0.6 | |||||
Warrants outstanding | 2.3 | 2.3 | ||||
BGL Warrants - SBC - Equity | ||||||
FAIR VALUE MEASUREMENTS | ||||||
Warrants outstanding | 1.6 | 1.6 | ||||
Warrants issued to Foxconn | ||||||
FAIR VALUE MEASUREMENTS | ||||||
Warrant exercise price | $ / shares | $ 10.50 | |||||
Warrants outstanding | 1.7 | |||||
Fair value of warrants | $ | $ 300 | |||||
Volatility | ||||||
FAIR VALUE MEASUREMENTS | ||||||
Derivative Liability, Measurement Input | 50 | 90 | ||||
Risk Free Interest Rate | ||||||
FAIR VALUE MEASUREMENTS | ||||||
Derivative Liability, Measurement Input | 1.123 | 4.237 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 fair value measurements inputs (Details) | Dec. 31, 2022 $ / shares Y | Dec. 31, 2021 |
Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 1.14 | |
Stock Price | Foxconn | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 1.14 | |
Strike Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 11.5 | |
Strike Price | Foxconn | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 10.5 | |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 90 | 50 |
Volatility | Foxconn | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 90 | |
Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | Y | 2.8 | |
Expected term | Foxconn | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | Y | 2.4 | |
Risk Free Interest Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 4.237 | 1.123 |
FAIR VALUE MEASUREMENTS - Net g
FAIR VALUE MEASUREMENTS - Net gain (loss) on change in fair value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | ||
Net (loss) gain on changes in fair value | $ 384 | $ (11,873) |
Public warrants | ||
FAIR VALUE MEASUREMENTS | ||
Net (loss) gain on changes in fair value | (27,180) | |
Private warrants to purchase common stock | ||
FAIR VALUE MEASUREMENTS | ||
Net (loss) gain on changes in fair value | 231 | $ 15,307 |
Warrants issued to Foxconn | ||
FAIR VALUE MEASUREMENTS | ||
Net (loss) gain on changes in fair value | $ 153 |
FAIR VALUE MEASUREMENTS - Valua
FAIR VALUE MEASUREMENTS - Valuation of financial instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Warrants issued to Foxconn | ||
FAIR VALUE MEASUREMENTS | ||
Derivative Liability | $ 300 | |
Fair Value, Inputs, Level 3 | Private warrants to purchase common stock | ||
FAIR VALUE MEASUREMENTS | ||
Derivative Liability | 254 | $ 485 |
Fair Value, Inputs, Level 3 | Warrants issued to Foxconn | ||
FAIR VALUE MEASUREMENTS | ||
Derivative Liability | 170 | |
Fair Value, Recurring | ||
FAIR VALUE MEASUREMENTS | ||
Cash and Cash Equivalents | 121,358 | 244,016 |
Short-term investments with a fair value | 100,297 | |
Fair Value, Recurring | Private warrants to purchase common stock | ||
FAIR VALUE MEASUREMENTS | ||
Derivative Liability | 254 | 485 |
Fair Value, Recurring | Warrants issued to Foxconn | ||
FAIR VALUE MEASUREMENTS | ||
Derivative Liability | 170 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | ||
FAIR VALUE MEASUREMENTS | ||
Cash and Cash Equivalents | 121,358 | 244,016 |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | ||
FAIR VALUE MEASUREMENTS | ||
Short-term investments with a fair value | 100,297 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Private warrants to purchase common stock | ||
FAIR VALUE MEASUREMENTS | ||
Derivative Liability | 254 | $ 485 |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Warrants issued to Foxconn | ||
FAIR VALUE MEASUREMENTS | ||
Derivative Liability | $ 170 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets, Liabilities, Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Loss on fair value adjustments included in earnings | $ (384) | $ 11,873 |
Warrants issued to Foxconn | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Loss on fair value adjustments included in earnings | (153) | |
Derivative liability, ending balance | 300 | |
Private warrants to purchase common stock | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Loss on fair value adjustments included in earnings | (231) | (15,307) |
Fair Value, Inputs, Level 3 | Warrants issued to Foxconn | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Additions | 323 | |
Loss on fair value adjustments included in earnings | (153) | |
Derivative liability, ending balance | 170 | |
Fair Value, Inputs, Level 3 | Private warrants to purchase common stock | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative liability, beginning balance | 485 | |
Loss on fair value adjustments included in earnings | (231) | |
Derivative liability, ending balance | $ 254 | $ 485 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) item | Dec. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) | Oct. 23, 2020 USD ($) | Nov. 07, 2019 USD ($) | |
PROPERTY, PLANT AND EQUIPMENT | |||||
Property, Plant and Equipment, Gross | $ 202,256 | $ 382,746 | |||
Less: Accumulated depreciation | (8,476) | ||||
Total | 193,780 | 382,746 | |||
Gain on disposal of fixed assets | 100,906 | $ 2,346 | |||
Capital assets exchanged for equity | 23,200 | ||||
Assets impairment charge | 95,600 | ||||
Impairment, Long-Lived Asset, Held-for-Use | $ 111,389 | ||||
Merger Agreement With Diamond Peak Holdings Corp [Member] | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Property acquired in business combination | $ 23,200 | ||||
Maximum | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Number of vehicles in batch | item | 500 | ||||
GM | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Purchase of property, plant and equipment | $ 1,200 | ||||
GM | Note Payable to GM | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Note Payable issued | $ 20,000 | ||||
Amount outstanding | $ 20,800 | ||||
Land | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Property, Plant and Equipment, Gross | 326 | ||||
Buildings | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Property, Plant and Equipment, Gross | 6,223 | ||||
Machinery and equipment | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Property, Plant and Equipment, Gross | 39,073 | ||||
Tooling | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Property, Plant and Equipment, Gross | 160,878 | ||||
Construction in progress | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Property, Plant and Equipment, Gross | $ 41,378 | $ 337,124 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | |||||||
Jun. 24, 2022 | May 11, 2022 | Oct. 23, 2020 | Jun. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2020 | Apr. 17, 2020 | Apr. 07, 2020 | |
Debt Instrument [Line Items] | |||||||||
Proceeds from Convertible Promissory Notes | $ 37,800 | ||||||||
Shares issued upon notes conversion | 4 | ||||||||
Proceeds from notes payable for Foxconn Joint Venture | $ 13,500 | $ 38,796 | |||||||
Capital Commitment Contributions | $ 100,000 | ||||||||
Foxconn | Foxconn Joint Venture | |||||||||
Debt Instrument [Line Items] | |||||||||
Joint Venture, Initial Investment for Capital Commitment | $ 16,500 | ||||||||
Percentage of ownership in joint venture | 55% | ||||||||
Joint Venture, Direct Capital Commitment Contributions | $ 55,000 | ||||||||
Foxconn | Foxconn Joint Venture | Lordstown EV Corporation | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount of capital commitment contributions from joint venture for funding notes payable | $ 45,000 | ||||||||
Percentage of ownership in joint venture | 45% | 45% | |||||||
Proceeds from notes payable for Foxconn Joint Venture | $ 13,500 | $ 13,500 | |||||||
Foxconn | Foxconn Joint Venture | Lordstown EV Corporation | Equity Funding Agreement With Foxconn | |||||||||
Debt Instrument [Line Items] | |||||||||
Paid in kind interest rate | 7% | ||||||||
PPP Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan amount | $ 1,000 | ||||||||
Loan term | 2 years | ||||||||
Debt forgiven | $ 1,000 | ||||||||
Interest rate stated percentage | 1% | ||||||||
Notes Guaranty and Security Agreements | Foxconn | Lordstown EV Corporation | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 45,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - $ / shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Minimum exercise price, as a percent of grant date fair value | 100% | ||
Minimum exercise price, as a percent of grant date fair value, awards to 10% shareholders | 110% | ||
Weighted-average grant date fair value (in dollars per share) | $ 2.65 | $ 14.72 | $ 1.79 |
Stock options | Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value (in dollars per share) | $ 1.22 | $ 5.76 | $ 1.08 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized | 13 | ||
Exercisable period | 7 years | ||
Minimum | Stock options | |||
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] | |||
Shares authorized | 20 | ||
Maximum | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Exercisable period | 4 years |
STOCK-BASED COMPENSATION - Weig
STOCK-BASED COMPENSATION - Weighted average assumptions (Details) - Stock options | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted average assumptions | |||
Risk-free interest rate | 2.85% | 0.39% | 1.59% |
Expected term (life) of options (in years) | 3 years 1 month 9 days | 3 years 10 months 9 days | 10 years |
Expected volatility | 77% | 50% | 50% |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock option activity (Details) - Stock options - $ / shares | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | ||||
Outstanding, beginning of period (in shares) | 6,741 | 5,373 | 4,352 | |
Granted (in shares) | 2,379 | 5,545 | 1,021 | |
Exercised (in shares) | (1,098) | (3,559) | ||
Forfeited (in shares) | (662) | (618) | ||
Expired (in shares) | (1,450) | |||
Outstanding, end of period (in shares) | 5,910 | 6,741 | 5,373 | 4,352 |
Exercisable (in shares) | 1,626 | |||
Weighted Average Grant Date Fair Value per Option | ||||
Outstanding, beginning of period | $ 10.56 | $ 1.79 | $ 1.79 | |
Granted | $ 2.65 | $ 14.72 | 1.79 | |
Exercised | 1.79 | 1.79 | ||
Forfeited | $ 15.61 | $ 22.59 | ||
Expired | 16.47 | |||
Outstanding, end of period | $ 7.12 | $ 10.56 | $ 1.79 | $ 1.79 |
Exercisable (in dollars per share) | $ 8.25 | |||
Weighted Average Remaining Contractual Life (in years) | ||||
Outstanding | 7 years 5 months 8 days | 5 years 2 months 4 days | 9 years | 8 years 10 months 24 days |
Exercisable (in years) | 7 years 6 months 7 days | |||
Share Price | $ 1.14 |
STOCK-BASED COMPENSATION - Exer
STOCK-BASED COMPENSATION - Exercisable stock options (Details) - Stock options shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
STOCK-BASED COMPENSATION | |
Lower range limit | $ 1.63 |
Upper range limit | $ 26.77 |
Options outstanding | shares | 5,909,077 |
Weighted Average Remaining Contractual Term | 7 years 4 months 24 days |
Weighted Average Exercise Price | $ 7.12 |
Exercisable, Number of options | shares | 1,626 |
Exercisable, Weighted Average Exercise Price | $ 8.25 |
Exercise Price $1.63 - $1.77 [ Member] | |
STOCK-BASED COMPENSATION | |
Lower range limit | 1.63 |
Upper range limit | $ 1.77 |
Options outstanding | shares | 270,000 |
Weighted Average Remaining Contractual Term | 6 years 6 months |
Weighted Average Exercise Price | $ 1.70 |
Exercisable, Weighted Average Exercise Price | 0 |
Exercise Price $1.79 - $1.79 [Member] | |
STOCK-BASED COMPENSATION | |
Lower range limit | 1.79 |
Upper range limit | $ 1.79 |
Options outstanding | shares | 604,696 |
Weighted Average Remaining Contractual Term | 6 years 4 months 24 days |
Weighted Average Exercise Price | $ 1.79 |
Exercisable, Number of options | shares | 605 |
Exercisable, Weighted Average Exercise Price | $ 1.79 |
Exercise Price $1.90 - $2.35 [Member] | |
STOCK-BASED COMPENSATION | |
Lower range limit | 1.90 |
Upper range limit | $ 2.35 |
Options outstanding | shares | 413,405 |
Weighted Average Remaining Contractual Term | 5 years |
Weighted Average Exercise Price | $ 2.22 |
Exercisable, Weighted Average Exercise Price | 0 |
Exercise Price $2.39 - $2.39 [Member] | |
STOCK-BASED COMPENSATION | |
Lower range limit | 2.39 |
Upper range limit | $ 2.39 |
Options outstanding | shares | 696,034 |
Weighted Average Remaining Contractual Term | 6 years 2 months 12 days |
Weighted Average Exercise Price | $ 2.39 |
Exercisable, Weighted Average Exercise Price | 0 |
Exercise Price $3.45 - $3.45 [Member] | |
STOCK-BASED COMPENSATION | |
Lower range limit | 3.45 |
Upper range limit | $ 3.45 |
Options outstanding | shares | 792,500 |
Weighted Average Remaining Contractual Term | 7 years 2 months 12 days |
Weighted Average Exercise Price | $ 3.45 |
Exercisable, Number of options | shares | 67 |
Exercisable, Weighted Average Exercise Price | $ 3.45 |
Exercise Price $4.11 - $5.45 [Member] | |
STOCK-BASED COMPENSATION | |
Lower range limit | 4.11 |
Upper range limit | $ 5.45 |
Options outstanding | shares | 398,093 |
Weighted Average Remaining Contractual Term | 8 years 9 months 18 days |
Weighted Average Exercise Price | $ 4.94 |
Exercisable, Number of options | shares | 122 |
Exercisable, Weighted Average Exercise Price | $ 4.98 |
Exercise Price $5.51 - $ 5.51 [Member] | |
STOCK-BASED COMPENSATION | |
Lower range limit | 5.51 |
Upper range limit | $ 5.51 |
Options outstanding | shares | 700,000 |
Weighted Average Remaining Contractual Term | 8 years 8 months 12 days |
Weighted Average Exercise Price | $ 5.51 |
Exercisable, Number of options | shares | 233 |
Exercisable, Weighted Average Exercise Price | $ 5.51 |
Exercise Price$5.69 - $5.85 [Member] | |
STOCK-BASED COMPENSATION | |
Lower range limit | 5.69 |
Upper range limit | $ 5.85 |
Options outstanding | shares | 597,722 |
Weighted Average Remaining Contractual Term | 8 years 10 months 24 days |
Weighted Average Exercise Price | $ 5.70 |
Exercisable, Number of options | shares | 195 |
Exercisable, Weighted Average Exercise Price | $ 5.70 |
Exercise Price $6.84 - $11.41 [Member] | |
STOCK-BASED COMPENSATION | |
Lower range limit | 6.84 |
Upper range limit | $ 11.41 |
Options outstanding | shares | 760,500 |
Weighted Average Remaining Contractual Term | 8 years 3 months 18 days |
Weighted Average Exercise Price | $ 10.55 |
Exercisable, Number of options | shares | 91 |
Exercisable, Weighted Average Exercise Price | $ 8.99 |
Exercise Price $16.22 - $ 26.77 [Member] | |
STOCK-BASED COMPENSATION | |
Lower range limit | 16.22 |
Upper range limit | $ 26.77 |
Options outstanding | shares | 676,127 |
Weighted Average Remaining Contractual Term | 7 years 6 months |
Weighted Average Exercise Price | $ 26.60 |
Exercisable, Number of options | shares | 312 |
Exercisable, Weighted Average Exercise Price | $ 26.51 |
STOCK-BASED COMPENSATION - Acti
STOCK-BASED COMPENSATION - Activities of RSUs (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | ||
BEGINNING OUTSTANDING (in shares) | 6,262 | |
AWARDED (in shares) | 4,561 | 6,414 |
RELEASED (in shares) | (3,930) | |
FORFEITED (in shares) | (1,675) | (152) |
ENDING OUTSTANDING (in shares) | 5,218 | 6,262 |
Aggregate Intrinsic Value | ||
ENDING OUTSTANDING | $ 20,911 | |
Weighted Average Grant Date Fair Value | ||
BEGINNING OUTSTANDING (in dollars per share) | $ 9.30 | |
AWARDED (in dollars per share) | 2.12 | $ 9.38 |
RELEASED (in dollars per share) | 9.55 | |
FORFEITED (in dollars per share) | 9.19 | 12.65 |
ENDING OUTSTANDING (in dollars per share) | 2.87 | $ 9.30 |
RSU | ||
Weighted Average Grant Date Fair Value | ||
Share Price | $ 1.14 |
STOCK-BASED COMPENSATION - Expe
STOCK-BASED COMPENSATION - Expense and Unrecognized (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 4.8 | $ 18.8 | $ 18.7 | $ 2.8 |
Unrecognized compensation expense | $ 33.9 | $ 63.7 | $ 2.7 | |
Share based payment award | 30 | 400 | ||
Payment award equity instruments other than options grants in period | 4,561,000 | 6,414,000 | ||
Performance stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Payment award equity instruments other than options grants in period | 700,000 |
MEZAANINE EQUITY (Details)
MEZAANINE EQUITY (Details) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |||
Nov. 22, 2022 USD ($) item $ / shares shares | Nov. 07, 2022 USD ($) $ / shares | Dec. 31, 2022 D | Oct. 23, 2020 $ / shares | |
Business Acquisition [Line Items] | ||||
Shares issued price per share | $ / shares | $ 10 | |||
Percentage of receive dividends at a rate | 8% | |||
Convertible, threshold percentage of stock price trigger | 200% | |||
Convertible, threshold trading days | D | 20 | |||
Convertible, threshold consecutive trading days | D | 30 | |||
Investment agreement | Preferred stock | Foxconn | ||||
Business Acquisition [Line Items] | ||||
Shares issued price per share | $ / shares | $ 100 | $ 100 | ||
Proceeds from issuance of preferred stock | $ | $ 52.7 | $ 30 | ||
Number of tranches of share issue | item | 2 | |||
Investment agreement | Preferred stock | Foxconn | Scenario, EV Program Milestone Achievement [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares issued price per share | $ / shares | $ 100 | |||
Investment agreement | Maximum | Preferred stock | Foxconn | Scenario, EV Program Milestone Achievement [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred shares, shares issued | 0.7 | |||
Investment Agreement First Tranche | Preferred stock | Foxconn | Scenario, EV Program Milestone Achievement [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred shares, shares issued | 0.3 | |||
Proceeds from issuance of preferred stock | $ | $ 30 | |||
Investment Agreement First Tranche | Maximum | Preferred stock | Foxconn | Scenario, EV Program Milestone Achievement [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred shares, shares issued | 0.3 | |||
Investment Agreement Second Tranche | Preferred stock | Foxconn | Scenario, EV Program Milestone Achievement [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred shares, shares issued | 0.4 | |||
Proceeds from issuance of preferred stock | $ | $ 40 | |||
Investment Agreement Second Tranche | Maximum | Preferred stock | Foxconn | Scenario, EV Program Milestone Achievement [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible preferred shares, shares issued | 0.4 | |||
Proceeds from issuance of preferred stock | $ | $ 40 |
CAPITAL STOCK AND EARNINGS PE_3
CAPITAL STOCK AND EARNINGS PER SHARE (Details) - $ / shares | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 18, 2022 | Aug. 17, 2022 | May 20, 2022 | Oct. 23, 2020 | |
CAPITAL STOCK AND LOSS PER SHARE | |||||||
Common stock, shares authorized | 450,000,000 | 450,000,000 | 450,000,000 | 450,000,000 | 450,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 12,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | ||||||
Common stock, shares issued | 238,924,486 | 196,391,349 | 168,000,000 | ||||
Common stock, shares outstanding | 238,924,486 | 196,391,349 | 168,000,000 | ||||
Temporary equity shares outstanding | 300,000 | 0 | |||||
Share equivalents | 21,518,000 | 7,826,000 | 19,949,000 | ||||
Weighted-average number of shares outstanding | |||||||
Basic (in shares) | 208,682,000 | 180,722,000 | 96,716,000 | ||||
Diluted (in shares) | 208,682,000 | 180,722,000 | 96,716,000 | ||||
Stock options | |||||||
CAPITAL STOCK AND LOSS PER SHARE | |||||||
Share equivalents | 359,000 | 3,862,000 | 6,600,000 | ||||
Minimum | |||||||
CAPITAL STOCK AND LOSS PER SHARE | |||||||
Shares authorized per charter | 312,000,000 | ||||||
Maximum | |||||||
CAPITAL STOCK AND LOSS PER SHARE | |||||||
Shares authorized per charter | 462,000,000 |
CAPITAL STOCK AND EARNINGS PE_4
CAPITAL STOCK AND EARNINGS PER SHARE - Basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | |||
Net loss from continuing operations | $ (282,404) | $ (410,368) | $ (124,050) |
Less: Accrual of convertible preferred stock paid-in-kind dividends | 261 | ||
Net loss attributable to common shareholders | $ (282,665) | $ (410,368) | $ (124,050) |
Denominator | |||
Weighted average number of common shares outstanding | 208,617 | 180,722 | 96,716 |
Weighted average number of vested shares not yet issued | 64 | ||
Weighted average number of common shares - Basic | 208,682 | 180,722 | 96,716 |
Weighted average number of common shares - Diluted | 208,682 | 180,722 | 96,716 |
Net loss per share | |||
Net loss per share attributable to common shareholders, basic | $ (1.35) | $ (2.27) | $ (1.28) |
Net loss per share attributable to common shareholders, diluted | $ (1.35) | $ (2.27) | $ (1.28) |
CAPITAL STOCK AND EARNINGS PE_5
CAPITAL STOCK AND EARNINGS PER SHARE - Anti-dilutive effect on dilutive net loss per share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities, earnings per share amount | 21,518 | 7,826 | 19,949 |
Foxconn convertible preferred shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities, earnings per share amount | 15,496 | ||
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities, earnings per share amount | 359 | 3,862 | 6,600 |
Warrants issued to Foxconn | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities, earnings per share amount | 1,700 | ||
Public warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities, earnings per share amount | 6,600 | ||
BGL Warrants - SBC - Equity | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities, earnings per share amount | 1,649 | 1,649 | 1,649 |
Private warrants to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities, earnings per share amount | 2,314 | 2,314 | 5,100 |
CAPITAL STOCK AND EARNINGS PE_6
CAPITAL STOCK AND EARNINGS PER SHARE - Purchase Agreements (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||||||||
Nov. 22, 2022 USD ($) item $ / shares shares | Nov. 08, 2022 shares | Nov. 07, 2022 USD ($) $ / shares shares | Jul. 23, 2021 USD ($) $ / shares shares | Oct. 23, 2020 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Aug. 17, 2022 $ / shares shares | Aug. 11, 2022 shares | |
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Issuance of Class A Common stock | $ | $ 2,114 | $ 6,368 | $ 6,439 | |||||||
Shares issued price per share | $ / shares | $ 10 | |||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Preferred stock, shares authorized | 12,000 | |||||||||
Percentage of receive dividends at a rate | 8% | |||||||||
Stock issued in aggregate purchase | 50,000 | |||||||||
Issuance of common stock | $ | $ 500,000 | $ 2,114 | $ 6,368 | 6,439 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Maximum | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Aggregate liquidation preference | $ | $ 30,000 | |||||||||
Common Stock | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Issuance of Class A Common stock | $ | $ 70,000 | $ 1 | $ 2 | |||||||
Stock issued in aggregate purchase | 1,106 | 3,559 | 8,652 | |||||||
Common Stock | Foxconn | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Shares issued price per share | $ / shares | $ 1.76 | |||||||||
Stock issued in aggregate purchase | 26,900 | |||||||||
Equity Funding Agreement With Y A | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Issuance of Class A Common stock | $ | $ 40,400 | $ 49,400 | ||||||||
Exchange cap (in shares) | 35,100 | |||||||||
Exchange cap, as percentage of outstanding shares | 19.90% | |||||||||
Minimum share price | $ / shares | $ 7.48 | |||||||||
Advance Notice maximum percentage | 30% | |||||||||
Advance Notice maximum requirement | $ | $ 30,000 | |||||||||
Advance Notice share price, as percentage of VWAP | 97% | |||||||||
Stock issued in aggregate purchase | 400 | 17,500 | 9,600 | |||||||
Equity Funding Agreement With Y A | Maximum | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Issuance of Class A Common stock | $ | $ 400,000 | |||||||||
Investment agreement | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Threshold sale of assets as percent of consolidated assets for acquisition proposal | 30% | |||||||||
Threshold issuance of securities as percent of equity securities for acquisition proposal | 15% | |||||||||
Threshold beneficial ownership of equity securities for acquisition proposal | 15% | |||||||||
Threshold consolidated assets representing merger, dissolution or similar transaction for acquisition proposal | 30% | |||||||||
Investment agreement | Foxconn | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Aggregate value of shares for issuance | $ | $ 100,000 | |||||||||
Voting rights (as a percent) | 25% | |||||||||
Threshold Beneficial Ownership of Common Stock for Relinquishment of First Board Seat | 25% | |||||||||
Investment agreement | Maximum | Foxconn | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Interest on asset purchase restriction | 50% | |||||||||
Investment agreement | Prior to CFIUS Clearance | Foxconn | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Voting rights (as a percent) | 9.99% | |||||||||
Investment agreement | Prior to Requisite Stockholder Approval | Foxconn | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Voting rights (as a percent) | 19.99% | |||||||||
Investment agreement | CFIUS Clearance and Requisite Stockholder Approval | Foxconn | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Voting rights (as a percent) | 24% | |||||||||
Investment agreement | Common Stock | Foxconn | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Shares issued price per share | $ / shares | $ 1.76 | |||||||||
Stock issued in aggregate purchase | 12,900 | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Right to Appoint Members in Management Board, Number of Members | item | 2 | |||||||||
Threshold Beneficial Ownership of Common Stock for Relinquishment of First Board Seat | 50% | |||||||||
Investment agreement | Common Stock | Scenario, Plan | Foxconn | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Threshold Beneficial Ownership of Common Stock for Relinquishment of First Board Seat | 25% | |||||||||
Investment agreement | Preferred stock | Foxconn | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Shares issued price per share | $ / shares | $ 100 | $ 100 | ||||||||
Proceeds from issuance of preferred stock | $ | $ 52,700 | $ 30,000 | ||||||||
Stock issued in aggregate purchase | 300 | |||||||||
Number of tranches of share issue | item | 2 | |||||||||
Investment agreement | Preferred stock | Scenario, EV Program Milestone Achievement [Member] | Foxconn | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Shares issued price per share | $ / shares | $ 100 | |||||||||
Investment agreement | Preferred stock | Scenario, EV Program Milestone Achievement [Member] | Maximum | Foxconn | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Aggregate share purchase price | 700 | |||||||||
Investment Agreement First Tranche | Preferred stock | Scenario, EV Program Milestone Achievement [Member] | Foxconn | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Proceeds from issuance of preferred stock | $ | $ 30,000 | |||||||||
Aggregate share purchase price | 300 | |||||||||
Investment Agreement First Tranche | Preferred stock | Scenario, EV Program Milestone Achievement [Member] | Maximum | Foxconn | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Aggregate share purchase price | 300 | |||||||||
Investment Agreement Second Tranche | Preferred stock | Scenario, EV Program Milestone Achievement [Member] | Foxconn | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Proceeds from issuance of preferred stock | $ | $ 40,000 | |||||||||
Aggregate share purchase price | 400 | |||||||||
Investment Agreement Second Tranche | Preferred stock | Scenario, EV Program Milestone Achievement [Member] | Maximum | Foxconn | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Proceeds from issuance of preferred stock | $ | $ 40,000 | |||||||||
Aggregate share purchase price | 400 | |||||||||
Open Market Sales Agreement | Jefferies LLC | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Stock issued in aggregate purchase | 7,800 | |||||||||
Issuance of common stock | $ | $ 12,400 | |||||||||
Open Market Sales Agreement | Maximum | Jefferies LLC | ||||||||||
CAPITAL STOCK AND LOSS PER SHARE | ||||||||||
Number of shares to be issued | 50,200 | 50,200 | 50,200 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of the statutory federal income tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Amount | |||
Federal tax benefit as statutory rates | $ (59,305) | $ (86,177) | $ (26,050) |
Stock-based compensation | 731 | (1,004) | 192 |
Other permanent differences | 77 | 60 | 32 |
Research and development credit | (68) | ||
Other | (1,947) | ||
State & Local Taxes | (672) | (3,234) | |
Change in valuation allowance | 61,115 | 90,423 | 25,826 |
Total tax benefit | $ 0 | $ 0 | $ 0 |
Rates | |||
Federal tax benefit as statutory rates | (21.00%) | (21.00%) | (21.00%) |
Stock-based compensation, rate | 0.20% | (0.20%) | 0.20% |
Other, rates | 0.70% | ||
State & Local Taxes, rates | (0.10%) | (0.80%) | |
Change in valuation allowance, rate | 21.64% | 22% | 20.80% |
Total tax benefit, rate | 0% | 0% | 0% |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Share based compensation | $ 2,831 | $ 2,288 |
Intangible assets and other | 745 | 1,984 |
Fixed Assets | 19,193 | |
Research and development credit | 13,292 | 136 |
Other Accural | 7,514 | |
Net operating losses | 135,948 | 113,999 |
Total deferred tax assets | 179,523 | 118,407 |
Valuation allowance | (179,523) | (118,407) |
Total deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Net operating loss carryforwards | $ 629.6 | $ 372.2 |
Federal income taxes | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |||||||||||||
Oct. 22, 2022 shares | May 20, 2022 plaintiff shares | Mar. 24, 2022 plaintiff | Mar. 21, 2022 USD ($) | Mar. 04, 2022 USD ($) | Jul. 09, 2021 lawsuit | May 14, 2021 lawsuit | Nov. 30, 2022 item | Dec. 31, 2022 USD ($) lawsuit shares | Aug. 18, 2022 shares | Aug. 17, 2022 shares | May 19, 2022 shares | Dec. 31, 2021 USD ($) shares | Dec. 13, 2021 lawsuit | Apr. 16, 2021 employee item | |
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||||
Aggregate reserve within Accrued and other current liabilities | $ | $ 4.5 | ||||||||||||||
Common stock, shares authorized | shares | 450,000,000 | 450,000,000 | 450,000,000 | 450,000,000 | 450,000,000 | ||||||||||
Accrued and Other Current Liabilities | |||||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||||
Aggregate reserve within Accrued and other current liabilities | $ | $ 35.9 | ||||||||||||||
Shareholder claim for separate proposal | |||||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||||
Common stock, shares authorized | shares | 300,000,000 | 300,000,000 | |||||||||||||
Loss contingency Shareholder claim | shares | 200,000,000 | ||||||||||||||
Number of plaintiffs | plaintiff | 3 | ||||||||||||||
Lawsuit Alleging Misappropriation Of Trade Secrets | |||||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||||
Number of employees | employee | 2 | ||||||||||||||
Number of company contractors | item | 2 | ||||||||||||||
Number of counts in amended complaint | item | 28 | ||||||||||||||
Loss contingency | item | 9 | ||||||||||||||
Loss contingency, partial summary judgment | item | 11 | ||||||||||||||
Shareholder claim for separate proposal | |||||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||||
Number of plaintiffs | plaintiff | 3 | ||||||||||||||
Class Action Lawsuits Alleging Securities Laws Violations | |||||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||||
Number of suits or actions filed | lawsuit | 6 | ||||||||||||||
Stockholder Derivative Complaints | |||||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||||
Number of suits or actions filed | lawsuit | 4 | ||||||||||||||
S E C Inquiry Relating To Merger | |||||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||||
Number of subpoenas received | lawsuit | 2 | ||||||||||||||
Class Action Lawsuits Alleged Misrepresentations | |||||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||||
Number of putative class action lawsuits filed | lawsuit | 2 | ||||||||||||||
Karma Agreement | |||||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||||
Litigation amount sought | $ | $ 0.1 | ||||||||||||||
Litigation settlement amount | $ | $ 0.1 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Nov. 30, 2022 | Nov. 30, 2019 item | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Nov. 30, 2020 USD ($) | Oct. 23, 2020 USD ($) | May 28, 2020 USD ($) | Feb. 01, 2020 | Nov. 07, 2019 USD ($) | |
RELATED PARTY TRANSACTIONS | ||||||||||
Amortization | $ 11,111 | |||||||||
Write-off of prepaid royalty | $ 4,728 | |||||||||
GM | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Related party expense | $ 2,100 | |||||||||
Purchase of property, plant and equipment | 1,200 | |||||||||
Due to related parties | $ 5,900 | $ 5,900 | ||||||||
GM | Convertible Note | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Amount outstanding | $ 5,000 | |||||||||
Maximum borrowing capacity | $ 10,000 | |||||||||
GM | Note Payable to GM | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Principal amount | $ 20,000 | |||||||||
Interest rate stated percentage | 7% | 5% | ||||||||
Amount outstanding | $ 20,800 | |||||||||
Transaction with Workhorse Group Inc | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Percentage ownership conveyed in connection with license agreement | 10% | |||||||||
Royalty percentage | 1% | |||||||||
Number of vehicles subject to royalty | item | 200,000 | |||||||||
Prepaid Royalties | $ 4,750 | $ 4,750 | ||||||||
Minimum | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Threshold beneficial ownership percentage | 5% | |||||||||
Threshold related party transaction amount | $ 120,000 | |||||||||
Minimum | Foxconn | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Related party beneficial ownership percentage | 5% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Shareholder claim for separate proposal shares in Millions | Oct. 22, 2022 shares | May 20, 2022 plaintiff |
Subsequent Event [Line Items] | ||
Number of plaintiffs | plaintiff | 3 | |
Loss contingency Shareholder claim | shares | 200 |