Filed Pursuant to Rule 424(b)(3)
Registration No. 333-250045
Registration No. 333-250045
PROSPECTUS
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Lordstown Motors Corp.
Up to 143,666,024 Shares of Class A Common Stock
Up to 14,400,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
Up to 5,066,667 Warrants
Up to 14,400,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
Up to 5,066,667 Warrants
This prospectus relates to the issuance by us of up to an aggregate of up to 14,400,000 shares of our Class A common stock, $0.0001 par value per share (“Class A common stock”), which consists of (i) up to 5,066,667 shares of Class A common stock that are issuable upon the exercise of 5,066,667 warrants (the “Private Placement Warrants”) originally issued in a private placement in connection with the initial public offering of DiamondPeak Holdings Corp. (“DiamondPeak”) and (ii) up to 9,333,333 shares of Class A common stock that are issuable upon the exercise of 9,333,333 warrants (the “Public Warrants” and, together with the Private Placement Warrants and the BGL Warrants (as defined below), the “Warrants”) originally issued in the initial public offering of DiamondPeak. We will receive the proceeds from any exercise of any Warrants for cash.
This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of (i) up to 143,666,024 shares of Class A common stock (including up to 5,066,667 shares of Class A common stock that may be issued upon exercise of the Private Placement Warrants and up to 1,649,489 shares of Class A common stock that may be issued upon exercise of BGL Warrants) and (ii) up to 5,066,667 Private Placement Warrants. We will not receive any proceeds from the sale of any shares of Class A common stock or Private Placement Warrants by the Selling Securityholders pursuant to this prospectus.
We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the securities. The Selling Securityholders may sell the shares of Class A common stock and Private Placement Warrants covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell the securities in the section entitled “Plan of Distribution.”
Our Class A common stock and Public Warrants are listed on the Nasdaq Global Select Market under the symbols “RIDE” and “RIDEW,” respectively. On December 3, 2020, the closing price of our Class A common stock was $22.99 and the closing price for our Public Warrants was $9.65.
We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.
See the section entitled “Risk Factors” beginning on page
6 of this prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is December 4, 2020.
TABLE OF CONTENTS
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You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the Selling Securityholders have authorized anyone to provide you with different information. Neither we nor the Selling Securityholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of Class A common stock issuable upon the exercise of the Public Warrants and the Private Placement Warrants. We will receive proceeds from any exercise of the Warrants for cash.
Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section of this prospectus entitled “Where You Can Find More Information.”
On October 23, 2020 (the “Closing Date”), DiamondPeak Holdings Corp., our predecessor company (“DiamondPeak”), consummated the previously announced merger pursuant to the Agreement and Plan of Merger, dated as of August 1, 2020 (the “Business Combination Agreement”), by and among DiamondPeak, DPL Merger Sub Corp. (“Merger Sub”) and Lordstown Motors Corp. (“Legacy Lordstown” and now known as Lordstown EV Corporation), pursuant to which Merger Sub merged with and into Legacy Lordstown, with Legacy Lordstown surviving the merger as a wholly-owned subsidiary of DiamondPeak (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.
Unless the context indicates otherwise, references in this prospectus to the “Company,” “Lordstown,” “we,” “us,” “our” and similar terms refer to Lordstown Motors Corp. (f/k/a DiamondPeak Holdings Corp.) and its consolidated subsidiaries (including Legacy Lordstown). References to “DiamondPeak” refer to our predecessor company prior to the consummation of the Business Combination.
This prospectus contains our registered and unregistered trademarks and service marks, as well as trademarks and service marks of third parties. Solely for convenience, these trademarks and service marks are referenced without the ®, ™ or similar symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and service marks. All brand names, trademarks and service marks appearing in this prospectus are the property of their respective holders.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, capital structure, dividends, indebtedness, business strategy and plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this prospectus, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “target,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us, as well as assumptions made by and information currently available to, our management. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Factors that may cause such differences include, but are not limited to:
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our ability to execute our business model, including market acceptance of our planned products;
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risks related to our limited operating history, the rollout of our business and the timing of expected business milestones, including our ability to complete the engineering of the Endurance and retooling of our facility, to establish appropriate supplier relationships and to start production of the Endurance, on time and on budget;
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the certainty and volume of our pre-orders, including our ability to identify potential new customers and pre-orders, our ability to convert pre-orders into binding orders and the ability of our customers to cancel or delay their pre-orders;
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risks relating to the uncertainty of our projected financial information, including the conversion of pre-orders into binding orders;
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our future capital requirements and sources and uses of cash;
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our ability to obtain funding for our operations and manage costs;
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our ability to attract and retain key personnel;
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our business, expansion plans and opportunities;
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the effects on our future business of competition, the pace and depth of electric vehicle adoption generally and our ability to achieve planned competitive advantages with respect to our product, including with respect to reliability, safety and efficiency;
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our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;
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changes in laws, regulatory requirements, governmental incentives and fuel and energy prices;
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the impact of health epidemics, including the COVID-19 pandemic, on our business, the other risks we face and the actions we may take in response thereto;
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litigation, regulatory proceedings, complaints, product liability claims and/or adverse publicity;
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the possibility that we may be adversely affected by other economic, business and/or competitive factors; and
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other risks and uncertainties described in this prospectus, including those under the section entitled “Risk Factors,” and that may be set forth in any applicable prospectus supplement including under any similar caption.
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Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us and speak only as of the date of this prospectus. Except as required under the federal securities laws and rules and regulations of the SEC, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein, or to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. You should however, review additional disclosures we make in any accompanying prospectus supplement and our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC from time to time, which are or will be available via the SEC’s website at www.sec.gov.
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SUMMARY
This summary highlights selected information appearing elsewhere in this prospectus. Because it is a summary, it may not contain all of the information that may be important to you. To understand this offering fully, you should read this entire prospectus carefully, including the information set forth under the heading “Risk Factors” and in our financial statements, together with any accompanying prospectus supplement.
Lordstown Motors Corp.
We are an automotive company founded for the purpose of developing and manufacturing light duty electric trucks targeted for sale to fleet customers. Located in Lordstown, Ohio, our facility spans 6.2 million square feet and is in a near-production-ready state (the “Lordstown Complex”). Since inception, we have been developing our flagship vehicle, the Endurance, an electric full-size pickup truck. We have built an operational prototype and publicly introduced the Endurance in June 2020 and expect to complete the production of additional engineering and pre-production vehicles during the remainder of 2020 and early 2021. These vehicles will be used to test, validate and finalize the engineering and certifications before full-scale production begins. We are targeting commencement of commercial production of the Endurance and initial sales in the second half of 2021.
Background
Our company was originally known as DiamondPeak Holdings Corp. On October 23, 2020, DiamondPeak consummated the Business Combination with Legacy Lordstown pursuant to the Business Combination Agreement, dated as of August 1, 2020, among DiamondPeak, Merger Sub and Legacy Lordstown. In connection with the Closing of the Business Combination, DiamondPeak changed its name to Lordstown Motors Corp. The Business Combination has been accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, DiamondPeak was treated as the “acquired” company for financial reporting purposes. Operations prior to the Business Combination are those of Legacy Lordstown and the historical financial statements of Legacy Lordstown became the historical financial statements of the combined company, upon the consummation of the Business Combination.
Pursuant to the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.0001 per share, of Legacy Lordstown (“Legacy Lordstown common stock”) issued and outstanding at the Effective Time converted into 55.8817 shares of our Class A common stock (the “Exchange Ratio”). The per share stock consideration that a stockholder of Legacy Lordstown received pursuant to the Business Combination Agreement is referred to as the “Merger Consideration.”
Also at the Effective Time, (i) each outstanding share of Class B common stock, $0.0001 par value, of DiamondPeak (the “Class B common stock” or “founder shares”) converted into one share of Class A common stock, resulting in an issuance of 7,000,000 shares of Class A common stock in the aggregate and (ii) each convertible promissory note issued by Legacy Lordstown evidencing indebtedness of an aggregate of $40.0 million plus accrued interest (the “Convertible Promissory Notes”) automatically converted, in accordance with the terms thereof, into shares of Class A common stock at a price of $10.00 per share, resulting in an issuance of 4,031,830 shares of Class A common stock in the aggregate.
Each stock option to purchase Legacy Lordstown common stock (each, a “Legacy Lordstown Option”) that was outstanding immediately prior to the Effective Time, whether vested or unvested, automatically converted into an option (each, an “Exchanged Option”) to purchase a number of shares of Class A common stock equal to the product of (x) the number of shares of Legacy Lordstown common stock subject to such Legacy Lordstown Option and (y) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per share of Legacy Lordstown common stock of such Legacy Lordstown Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Following the Effective Time, each Exchanged Option continues to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Legacy Lordstown Option immediately prior to the Effective Time.
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In connection with the entry into the Business Combination Agreement, we entered into separate Subscription Agreements, each dated as of August 1, 2020 (the “Subscription Agreements”), with certain qualified institutional buyers and accredited investors (the “PIPE Investors”), including GM EV Holdings LLC (together with General Motors LLC and their respective affiliates, as applicable, “GM”). Pursuant to the Subscription Agreements, among other things, we sold an aggregate of 50,000,000 shares of Class A common stock to the PIPE Investors in a private placement for a purchase price of $10.00 per share, and aggregate consideration of $500 million (the “PIPE Investment” and, together with the Business Combination, the “Transactions”). The purchase price was paid in cash with respect to each of the PIPE Investors, except that the purchase price payable by GM consisted of certain in-kind consideration and a cash payment in an amount equal to the difference between the purchase price applicable to GM and the value of such in-kind consideration. The proceeds from the PIPE Investment will be used to provide us with additional capital.
Concurrently with the Closing, we issued to Brown Gibbons Lang & Company (“BGL”) redeemable warrants entitling BGL to purchase, in the aggregate, 1,649,489 shares of Class A common stock (representing 1% of the issued and outstanding Class A common stock determined immediately after giving effect to the Transactions) (the “BGL Warrants”).
The rights of holders of our Class A common stock and Warrants are governed by our second amended and restated certificate of incorporation (the “Charter”), our amended and restated bylaws (the “Bylaws”), the Delaware General Corporation Law (the “DGCL”) and a warrant agreement between American Stock Transfer & Trust Company, as warrant agent, and us (the “Warrant Agreement”). See the section entitled “Description of Securities.”
Our Class A common stock and Public Warrants are listed on the Nasdaq Global Select Market under the symbols “RIDE” and “RIDEW,” respectively.
Corporate Information
DiamondPeak was incorporated as a blank check company under the laws of the State of Delaware on November 13, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Prior to the Merger, we neither engaged in any operations nor generated any revenues. DiamondPeak completed its initial public offering in March 2019 (the “Initial Public Offering”). On October 23, 2020, our wholly-owned subsidiary merged with and into Legacy Lordstown, with Legacy Lordstown surviving the Merger as a wholly-owned subsidiary of DiamondPeak. In connection with the Business Combination, we changed our name to Lordstown Motors Corp.
The mailing address of our principal executive office is 2300 Hallock Young Road, Lordstown, Ohio 44481. Our telephone number is (234) 285-4001. Our website address is www.lordstownmotors.com. Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part.
Emerging Growth Company
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply
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with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following March 4, 2024, the fifth anniversary of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700.0 million as measured on the last business day of our most recently completed second fiscal quarter, or (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We expect to remain an emerging growth company at least through the end of the 2020 fiscal year. References herein to “emerging growth company” shall have the meaning associated with such term as used in the JOBS Act.
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THE OFFERING
Issuer
Lordstown Motors Corp. (f/k/a DiamondPeak Holdings Corp.).
Issuance of Class A Common Stock
Shares of Class A Common Stock Offered by Us
14,400,000 shares of Class A common stock, including shares of Class A common stock issuable upon exercise of the Warrants, consisting of (i) 5,066,667 shares of Class A common stock that are issuable upon the exercise of Private Placement Warrants and (ii) 9,333,333 shares of Class A common stock that are issuable upon the exercise of the Public Warrants.
Shares of Class A Common Stock Outstanding Prior to Exercise of All Warrants
164,948,923 shares (as of November 30, 2020).
Shares of Class A Common Stock Outstanding Assuming Exercise of All Warrants
180,998,412 shares (based on total shares outstanding as of November 30, 2020).
Exercise Price of Warrants
$11.50 per share for the Public Warrants and Private Placement Warrants and $10.00 per share for the BGL Warrants, each subject to adjustment as described herein. See “Description of Securities — Warrants” for further discussion.
Use of Proceeds
We will receive up to an aggregate of approximately $182.1 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes. See “Use of Proceeds” for further discussion.
Resale of Class A Common Stock and Private Placement Warrants
Shares of Class A Common Stock Offered by the Selling Securityholders
143,666,024 shares of Class A common stock (including up to 6,716,156 shares of Class A common stock that may be issued upon exercise of the Private Placement Warrants and BGL Warrants).
Warrants Offered by the Selling Securityholders
5,066,667 Private Placement Warrants.
Redemption
The Private Placement Warrants are redeemable in certain circumstances. See “Description of Securities — Warrants” for further discussion.
Use of Proceeds
We will not receive any proceeds from the sale of shares of Class A common stock or Private Placement Warrants by the Selling Securityholders.
Lock-Up Restrictions
Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See “Certain Relationships and Related Party Transactions” for further discussion.
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Market for Class A Common Stock and Warrants
Our Class A common stock and Public Warrants are currently traded on the Nasdaq Global Select Market under the symbols “RIDE” and “RIDEW,” respectively. We currently do not intend to list the Private Placement Warrants offered hereby or the BGL Warrants on any stock exchange or stock market.
Risk Factors
See “Risk Factors” and other information included in this prospectus for a discussion of factors you should consider before investing in our securities.
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RISK FACTORS
Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein or in any accompanying prospectus supplement. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this prospectus or any prospectus supplement are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become known or material and adversely affect our business.
Summary Risk Factor
Investing in our Class A common stock involves a high degree of risk because our business is subject to numerous risks and uncertainties, as fully described below. The principal factors and uncertainties that make investing in our Class A common stock risky include, among others:
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our ability to execute our business model, including market acceptance of our planned products;
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risks related to our limited operating history, the rollout of our business and the timing of expected business milestones, including our ability to complete the engineering of the Endurance and retooling of our facility, to establish appropriate supplier relationships and to start production of the Endurance, on time and on budget;
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the certainty and volume of our pre-orders, including our ability to identify potential new customers and pre-orders, our ability to convert pre-orders into binding orders and the ability of our customers to cancel or delay their pre-orders;
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risks relating to the uncertainty of our projected financial information, including the conversion of pre-orders into binding orders;
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our future capital requirements and sources and uses of cash;
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our ability to obtain funding for our operations and manage costs;
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our ability to attract and retain key personnel;
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our business, expansion plans and opportunities;
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the effects on our future business of competition, the pace and depth of electric vehicle adoption generally and our ability to achieve planned and future competitive advantages with respect to our product, including with respect to reliability, safety and efficiency;
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our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;
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changes in laws, regulatory requirements, governmental incentives and fuel and energy prices;
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the impact of health epidemics, including the COVID-19 pandemic, on our business, the other risks we face and the actions we may take in response thereto;
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litigation, regulatory proceedings, complaints, product liability claims and/or adverse publicity;
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the possibility that we may be adversely affected by other economic, business and/or competitive factors; and
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sales of a substantial number of shares of our securities in the public market, including those issued upon exercise of Warrants, could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.
Risks Related to Our Business Operations and Industry
Our limited operating history makes it difficult for us to evaluate our future business prospects.
We are a company with an extremely limited operating history, and have generated no revenue to date. As we attempt to transition from research and development activities to commercial production and sales, it
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is difficult, if not impossible, to forecast our future results, and we have limited insight into trends that may emerge and affect our business. The estimated costs and timelines that we have developed to reach full scale commercial production are subject to inherent risks and uncertainties involved in the transition from a start-up company focused on research and development activities to the large-scale manufacture and sale of vehicles. There can be no assurance that our estimates related to the costs and timing necessary to complete the design and engineering of the Endurance and to retool the Lordstown Complex will prove accurate. These are complex processes that may be subject to delays, cost overruns and other unforeseen issues. In addition, we have engaged in limited marketing activities to date, so even if we are able to bring the Endurance to market on time and on budget, there can be no assurance that fleet customers will embrace our product in significant numbers. Market conditions, many of which are outside of our control and subject to change, including general economic conditions, the availability and terms of financing, the impacts and ongoing uncertainties created by the COVID-19 pandemic, fuel and energy prices, regulatory requirements and incentives, competition and the pace and extent of vehicle electrification generally, will impact demand for the Endurance and ultimately our success.
Since our inception, we have experienced losses and expect to incur additional losses in the future.
Since inception, we have incurred, and we expect in the future while we grow to incur, losses and negative cash flow, either or both of which may be significant. The working capital funding necessary to start a new electric vehicle manufacturing company is significant, and other companies have tried and failed over the last several years with billions of dollars of investment capital. While we expect to benefit from our management’s experience, the technology we have licensed and developed to date and the advantages offered by the Lordstown Complex, we do not expect to be profitable in the near term as we invest in our business, build capacity and ramp up operations, and we cannot assure you that we will ever achieve or be able to maintain profitability in the future. Failure to become profitable may materially and adversely affect the value of your investment. If we are ever to achieve profitability, it will be dependent upon the successful development and commercial introduction and acceptance of electric pickup trucks such as the Endurance, which may not occur.
In addition, as a result of Legacy Lordstown’s history of losses and anticipated continuing losses, as well as of the limited financing Legacy Lordstown had received prior to the Business Combination, Legacy Lordstown’s independent auditor’s opinion with respect to the financial statements as of, and for the period ended, December 31, 2019, included a going concern qualification noting substantial doubt about our ability to continue as a going concern. Our financial statements contained elsewhere in this prospectus and any accompanying prospectus supplement do not include any adjustments that might result from the outcome of our inability to continue as a going concern. While we believe the proceeds of the Transactions provide sufficient funds to alleviate this doubt, additional funding may be required in the future for a variety of reasons. There can be no assurance that such financing would be available to us on favorable terms or at all. If we were not able to continue as a going concern, or if there were continued doubt about our ability to do so, the value of your investment would be materially and adversely affected.
We are subject to risks related to health epidemics and pandemics, including the ongoing COVID-19 pandemic, which could adversely affect our business and operating results.
We face various risks related to public health issues, including epidemics, pandemics and other outbreaks, including the ongoing COVID-19 pandemic. The effects and potential effects of COVID-19, including, but not limited to, its impact on general economic conditions, trade and financing markets, changes in customer behavior and continuity in business operations, creates significant uncertainty. The spread of COVID-19 has also disrupted the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers, and has led to a global decrease in vehicle sales in markets around the world. In particular, the COVID-19 crisis may cause a decrease in demand for our vehicles if fleet operators delay purchases of vehicles or if fuel prices for internal combustion engine vehicles remain low, or may cause an increase in costs resulting from our efforts to mitigate the effects of COVID-19, delays in our schedule to full commercial production of the Endurance and disruptions to our supply chain, among other negative effects.
The pandemic has resulted in government authorities implementing many measures to contain the spread of COVID-19, including travel bans and restrictions, quarantines, shelter-in-place and stay-at-home
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orders and business shutdowns. These measures may be in place for a significant period of time and may be reinstituted if conditions deteriorate, which could adversely affect our start-up and manufacturing plans. Measures that have been relaxed may be reimplemented if COVID-19 continues to spread. If, as a result of these measures, we have to limit the number of employees and contractors at the Lordstown Complex at a given time, it could cause a delay in retooling efforts or in the production schedule of the Endurance. Further, our sales and marketing activities may be adversely affected due to the cancellation or reduction of in-person sales activities, meetings, events and conferences. If our workforce is unable to work effectively, including due to illness, quarantines, government actions or other restrictions in connection with COVID-19, our operations will be adversely affected. Our planned operations at a single facility, the Lordstown Complex, concentrate these risks.
The extent to which the COVID-19 pandemic may continue to affect our business will depend on continued developments, which are uncertain and cannot be predicted. Even after the COVID-19 pandemic has subsided, we may continue to suffer an adverse effect to our business due to the global economic effect of COVID-19, including any economic recession. If the immediate or prolonged effects of the COVID-19 pandemic have a significant adverse impact on government finances, it would create uncertainty as to the continuing availability of incentives related to electric vehicle purchases and other governmental support programs.
We expect to require continued capital investment.
The design, manufacture and sale of vehicles is a capital-intensive business. Although we anticipate that the funding from the Transactions will provide sufficient capital to fund the completion of the Endurance and the retooling of the Lordstown Complex necessary to commence commercial production, our business plan to design, produce, sell and service commercial electric pickup trucks, including the Endurance, is expected to require continued capital investment to fund operations, to continue research and development and to improve infrastructure. Unlike established OEMs that have greater financial resources than we do, there can be no assurance that we will have access to the capital we need on favorable terms when required or at all. If we cannot raise additional funds when we need them, our financial condition and business could be materially adversely affected.
Failure to successfully retool the Lordstown Complex to support commercial production of electric vehicles could adversely affect our business and results of operations.
While we believe the Lordstown Complex provides significant competitive advantages, retooling and modifying the Lordstown Complex for production of electric vehicles is complicated and presents significant challenges. The size of the Lordstown Complex is massive, spanning over 6.2 million square feet, and many areas need to be retooled and modified. The stamping, body shop, paint and final assembly areas need to be converted from manufacturing traditional internal combustion engine vehicles to manufacturing electric vehicles. We also have started construction of our production facilities to create lines to assemble battery packs and manufacture hub motors. As with any large-scale capital project, it could be subject to delays, cost overruns or other complications. These risks could be exacerbated because we are attempting to modify a complex, originally designed to build traditional internal combustion engine vehicles, to support the emerging technologies behind electric vehicles. In order to commence commercial production at the Lordstown Complex, we will also need to hire and train a significant number of employees and integrate a yet-to-be-fully-developed supply chain. A failure to commence commercial production at the Lordstown Complex on schedule would lead to additional costs and would delay our ability to generate meaningful revenues. In addition, it could diminish the “first mover” advantage we aim to attain, prevent us from gaining the confidence of potential customers and open the door to increased competition. All of the foregoing could hinder our ability to successfully launch and grow our business and achieve a competitive position in the market.
We will rely on complex machinery for our operations and production involves a significant degree of risk and uncertainty in terms of operational performance and costs.
We will rely heavily on complex machinery for our operations and our production will involve a significant degree of uncertainty and risk in terms of operational performance and costs. Our manufacturing
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plant will consist of large-scale machinery combining many components. The manufacturing plant components are likely to suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of the manufacturing plant components may significantly affect the intended operational efficiency of the Lordstown Complex. Operational performance and costs can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, costs associated with decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, pandemics, fire, seismic activity and natural disasters. Should operational risks materialize, it may result in the personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on our business, results of operations, cash flows, financial condition or prospects.
The intellectual property license agreement we have with Workhorse Group is not exclusive to us.
We entered into an intellectual property license agreement (the “IPLA”) with Workhorse Group, Inc. (“Workhorse Group”) to use certain technologies and intellectual property that had been developed for Workhorse Group’s W-15 electric pickup truck and patents directed toward vehicle chassis assembly, vehicle header and drive module and telematics, as well as related trade secrets know-how in the design and development of the Endurance. If a competitor licenses Workhorse Group’s technology and enters the market, we could face competitive pressures that could adversely impact our business.
With our vehicle still under development, we do not have any current customers or any pending orders and there is no assurance nonbinding pre-orders will be converted into binding orders or sales.
Our business model is focused on building relationships with large fleet customers. To date, we have engaged in limited marketing activities and we have no binding contracts with customers. The non-binding pre-orders that we have signed did not require customer deposits and may not be converted into binding orders or sales. Until the time that the Endurance’s design and development is complete and the Endurance is commercially available for purchase, and until we are able to scale up our marketing function to support sales, there will be uncertainty as to customer demand for the Endurance. The potentially long wait from the time a pre-order is made until the time the Endurance is delivered, and any delays beyond expected wait times, could also impact user decisions on whether to ultimately make a purchase. Even if we are able to obtain binding orders, customers may limit their volume of purchases initially as they assess our vehicles and whether to make a broader transition to electric vehicles. This may be a long process and will depend on the safety, reliability, efficiency and quality of our vehicles, as well as the support and service that we offer. It will also depend on factors outside of our control, such as general market conditions and broader trends in fleet management and vehicle electrification, that could impact customer buying decisions. As a result, there is significant uncertainty regarding demand for our products and the pace and levels of growth that we will be able to achieve.
Our future growth depends upon our ability to maintain relationships with our existing suppliers and source suppliers for our critical components, and to complete building out our supply chain, while effectively managing the risks due to such relationships.
Our success will be dependent upon our ability to enter into supplier agreements and maintain our relationships with suppliers who are critical and necessary to the output and production of our vehicles. We also rely on a small group of suppliers to provide us with the components for our vehicles. The supply agreements we have or may enter into with key suppliers in the future may have provisions where such agreements can be terminated in various circumstances, including potentially without cause. If these suppliers become unable to provide, or experience delays in providing, components, or if the supply agreements we have in place are terminated, it may be difficult to find replacement components. Changes in business conditions, pandemics, governmental changes and other factors beyond our control or that we do not presently anticipate could affect our ability to receive components from our suppliers.
Further, we have not secured supply agreements for all of our components. We may be at a disadvantage in negotiating supply agreements for the production of our vehicles due to our limited operating history. In
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addition, there is the possibility that finalizing the supply agreements for the parts and components of our vehicles will cause significant disruption to our operations, or such supply agreements could be at costs that make it difficult for us to operate profitably.
If we do not enter into long-term supply agreements with guaranteed pricing for our parts or components, we may be exposed to fluctuations in prices of components, materials and equipment. Agreements for the purchase of battery cells contain or are likely to contain pricing provisions that are subject to adjustment based on changes in market prices of key commodities. Substantial increases in the prices for such components, materials and equipment would increase our operating costs and could reduce our margins if we cannot recoup the increased costs. Any attempts to increase the announced or expected prices of our vehicles in response to increased costs could be viewed negatively by our potential customers and could adversely affect our business, prospects, financial condition or operating results.
We may experience delays in realizing our projected timelines and cost and volume targets for the production, launch and ramp up of the Endurance and the retooling of the Lordstown Complex, which could harm our business, prospects, financial condition and operating results.
Our future business depends in large part on our ability to execute on our plans to develop, manufacture, market and sell or lease the Endurance. Any delay in the financing, design, manufacture and launch of Endurance, or in the retooling of the Lordstown Complex, could materially damage our brand, business, prospects, financial condition and operating results. Vehicle manufacturers often experience delays in the design, manufacture and commercial release of new products. To the extent we experience delays in the retooling of the Lordstown Complex or delays in the launch of the Endurance, our growth prospects could be adversely affected. In addition, it could diminish the “first mover” advantage we aim to attain, prevent us from gaining the confidence of potential customers and open the door to increased competition. Furthermore, we rely on third-party suppliers for the provision and development of many of the key components and materials used in our vehicles. To the extent our suppliers experience any delays in providing us with or developing necessary components, whether due to COVID-19 or other reasons, we could experience delays in meeting our projected timelines.
Further, we have no experience to date in high volume manufacturing of our vehicles. Even if we are successful in developing our high volume manufacturing capability and processes and in reliably sourcing our component supply, we cannot assure that we will be able to do so in a manner that avoids significant delays and cost overruns, including as a result of factors beyond our control such as problems with suppliers and vendors, or in time to meet our vehicle commercialization schedules or in satisfaction of the requirements of customers.
We will initially depend on revenue generated from a single model and in the foreseeable future will be significantly dependent on a limited number of models.
We will initially depend on revenue generated from a single vehicle model and in the foreseeable future will be significantly dependent on a single or limited number of models. Historically, automobile customers have come to expect a variety of vehicle models offered in a manufacturer’s fleet and new and improved vehicle models to be introduced frequently. Given that for the foreseeable future our business will depend on a single or limited number of models, to the extent a particular model is not well-received by the market, our sales volume, business, prospects, financial condition and operating results could be materially and adversely affected.
If we fail to scale our business operations or otherwise manage future growth effectively as we attempt to rapidly grow our company, we may not be able to produce, market, service and sell or lease our vehicles successfully.
Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results or financial condition. We plan to commence limited commercial production of the Endurance at the Lordstown Complex in the second half of 2021 and are targeting significant growth thereafter. Our future operating results depend to a large extent on our ability to manage our expansion and growth successfully. However, we have no experience to date in high volume manufacturing of our vehicles. We cannot assure that we will be able to develop efficient, automated, low-cost manufacturing capabilities and
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processes, and reliable sources of component supply, that will enable us to meet the quality, price, engineering, design and production standards, as well as the production volumes, required to successfully market our vehicles. Any failure to develop such manufacturing processes and capabilities within our projected costs and timelines could stunt our future growth and impair our ability to produce, market, service and sell or lease our vehicles successfully.
We may not be able to accurately estimate the supply and demand for our vehicles, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience delays.
It is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business. We will be required to provide forecasts of our demand to our suppliers several months prior to the scheduled delivery of products to our prospective customers. Currently, there is no historical basis for making judgments on the demand for our vehicles or our ability to develop, manufacture and deliver vehicles, or on our profitability in the future. If we overestimate our requirements, our suppliers may have excess inventory, which indirectly would increase our costs. If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt manufacturing of our products and result in delays in shipments and revenues. In addition, lead times for materials and components that our suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If we fail to order sufficient quantities of product components in a timely manner, the delivery of vehicles to our customers could be delayed, which would harm our business, financial condition and operating results.
Our future growth is dependent upon the willingness of operators of commercial vehicle fleets to adopt electric vehicles and upon our ability to produce, sell and service vehicles that meet their needs. If the market for commercial electric vehicles does not develop as we expect, or if it develops slower than we expect, our business, prospects, financial condition and operating results will be adversely affected.
Our growth is dependent upon the adoption of electric vehicles by operators of commercial vehicle fleets and on our ability to produce, sell and service vehicles that meet their needs. The entry of commercial electric pickup trucks and vehicles into the medium-duty commercial vehicle market is a relatively new development, particularly in the United States, and is characterized by rapidly changing technologies and evolving government regulation, industry standards and customer views of the merits of using electric vehicles in their businesses. This process has been slow to date. As part of our sales efforts, we must educate fleet managers as to the economical savings during the life of the vehicle and the lower “total cost of ownership” of our vehicles. As such, we believe that operators of commercial vehicle fleets will consider many factors when deciding whether to purchase our commercial electric vehicles (or commercial electric vehicles generally) or vehicles powered by internal combustion engines, particularly diesel-fueled or natural gas-fueled vehicles. We believe these factors include:
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the difference between the initial purchase prices of commercial electric vehicles and comparable vehicles powered by internal combustion engines, both including and excluding the effect of government and other subsidies and incentives designed to promote the purchase of electric vehicles;
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the total cost of ownership of the vehicle over its expected life, which includes the initial purchase price and ongoing operating and maintenance costs;
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the availability and terms of financing options for purchases of vehicles and, for commercial electric vehicles, financing options for battery systems;
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the availability of tax and other governmental incentives to purchase and operate electric vehicles and future regulations requiring increased use of nonpolluting vehicles;
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government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;
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fuel prices, including volatility in the cost of diesel or a prolonged period of low gasoline and natural gas costs that could decrease incentives to transition to electric vehicles;
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the cost and availability of other alternatives to diesel-fueled vehicles, such as vehicles powered by natural gas;
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corporate sustainability initiatives;
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commercial electric vehicle quality, performance and safety (particularly with respect to lithium-ion battery packs);
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the quality and availability of service for the vehicle, including the availability of replacement parts;
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the limited range over which commercial electric vehicles may be driven on a single battery charge;
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access to charging stations and related infrastructure costs, and standardization of electric vehicle charging systems;
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electric grid capacity and reliability; and
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macroeconomic factors.
If, in weighing these factors, operators of commercial vehicle fleets determine that there is not a compelling business justification for purchasing commercial electric vehicles, particularly those that we will produce and sell, then the market for commercial electric vehicles may not develop as we expect or may develop more slowly than we expect, which would adversely affect our business, prospects, financial condition and operating results.
In addition, any reduction, elimination or selective application of tax and other governmental incentives and subsidies because of policy changes, the reduced need for such subsidies and incentives due to the perceived success of the electric vehicle, fiscal tightening or other reasons may result in the diminished competitiveness of the electric vehicle industry generally or our electric vehicles in particular, which would adversely affect our business, prospects, financial condition and operating results. Further, we cannot assure that the current governmental incentives and subsidies available for purchasers of electric vehicles will remain available.
If we are unable to address the service requirements of our future customers or if there is inadequate access to charging stations, our business will be materially and adversely affected.
Demand for the Endurance will depend in part on the availability of service providers and charging infrastructure. Servicing electric vehicles is different than servicing internal combustion engine or hybrid vehicles and requires specialized skills, including high voltage training and servicing techniques. As the Endurance is not in production yet, we do not have experience servicing the Endurance. The Endurance also will require the use of charging stations to recharge its batteries. While the prevalence of charging stations has been increasing, charging station locations are significantly less widespread than gas stations. We plan to partner with third-party service providers to maintain and repair the Endurance, and with third-party electric vehicle station providers to offer installation of charging stations to our customers. We do not have any such arrangements in place with such third parties to date. Some potential customers may choose not to purchase the Endurance because of the lack of a more widespread service network or charging infrastructure. If we are unable to satisfactorily service our future customers or provide seamless access to charging infrastructure, our ability to generate customer loyalty, grow our business and sell Endurance could be impaired.
We may be unable to adequately control the costs or maintain adequate supply of components associated with our operations.
We may be unable to adequately control the costs associated with our operations. We expect to incur significant costs related to procuring raw materials required to manufacture and assemble our vehicles. The prices for these raw materials fluctuate depending on factors beyond our control. Our business also depends on the continued supply of battery cells for our vehicles. We are exposed to multiple risks relating to availability and pricing of quality lithium-ion battery cells.
Furthermore, currency fluctuations, tariffs or shortages in petroleum or other raw materials and other economic or political conditions may result in significant increases in freight charges and raw material costs.
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Substantial increases in the prices for our raw materials or components would increase our operating costs, and could reduce our margins. In addition, a growth in popularity of electric vehicles without a significant expansion in battery cell production capacity could result in shortages, which would result in increased costs in raw materials to us or impact our prospects.
We depend upon key personnel and will need to hire and train additional personnel.
Our success depends on the continuing services of key employees. We believe the depth and quality of the experience of our management team in the automotive and electric vehicle markets is a key to our ability to be successful. The loss of any of these individuals could have a material and adverse effect on our business operations. Additionally, the success of our operations will largely depend upon our ability to successfully attract and maintain competent and qualified key management personnel. As with any company with limited resources, there can be no guarantee that we will be able to attract such individuals or that the presence of such individuals will necessarily translate into our profitability. Because we operate in a newly emerging industry, there may also be limited personnel available with relevant business experience and such individuals may be subject to non-competition and other agreements that restrict their ability to work for us. The challenge will be exacerbated for us as we attempt to transition from start-up to full-scale commercial vehicle manufacturing and sales in a very short period of time under the unforeseeable business conditions which continue to evolve as a result of the impact of COVID-19. Our inability to attract and retain key personnel may materially and adversely affect our business operations. Any failure by our management to effectively anticipate, implement and manage the changes required to sustain our growth would have a material adverse effect on our business, financial condition and results of operations.
We will also need to hire and train a significant number of hourly employees to engage in full-scale commercial manufacturing operations. This needs to be accomplished in a very short period of time in order for us to commence commercial production and sales in the second half of 2021 as targeted. There are various risks and challenges associated with hiring, training and managing a large workforce, and these risks and challenges will be exacerbated by the short period of time in which we intend to scale up our hourly workforce. Although the area surrounding the Lordstown Complex is home to a highly trained workforce with experience working in the Lordstown Complex and manufacturing vehicles, this workforce does not have experience with electric vehicle manufacturing and many jobs will require significant training. Furthermore, in the event employees hired by us seek to join or form a labor union, we could be subject to risks as we engage in and attempt to finalize negotiations with any such union, including potential work slowdowns or stoppages, delays and increased costs. If we are unsuccessful in hiring and training a workforce in a timely and cost-effective manner, our business, financial condition and results of operations could be adversely affected.
We are highly dependent on the services of Stephen S. Burns, our Chairman of the Board and Chief Executive Officer.
We are highly dependent on the services of Stephen S. Burns, our Chairman of the Board and Chief Executive Officer, and our largest stockholder. Mr. Burns is the founder of Legacy Lordstown and a significant influence on and driver of our business plan. If Mr. Burns were to discontinue his service to us due to death, disability or any other reason, we would be significantly disadvantaged.
We face intense competition and associated risks, including that we may not be the first to market with an electric pickup truck. Many of our competitors have significantly greater financial or other resources, longer operating histories and greater name recognition than we do and one or more of these competitors could use their greater resources and/or name recognition to gain market share at our expense or could make it very difficult for us to establish significant market share.
We face intense competition in our industry, which we may be unable to manage, including the risk that we may not be the first to market with an electric pickup truck. Established OEMs and new entrants to the industry have announced their intent to compete in the electric pickup truck market. In addition, established OEMs currently offer alternative fuel and hybrid medium-duty pickup trucks to the commercial fleet market. In the electric medium-duty pickup truck market in the United States, at least initially, we believe we will compete with few other manufacturers and will have fairly limited competition in the commercial fleet
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electric pickup truck category. However, if fleet operators begin transitioning to electric vehicles on a mass scale, which will be necessary for us to be successful, we expect that more competitors will enter the market and competition will become intense. Certain potential competitors, for example, have more significant financial resources, established market positions, long-standing relationships with customers and dealers who have more resources available to develop new products and introduce them into the marketplace than are currently available to us. As a result, our competitors may be able to compete more aggressively and sustain that competition over a longer period of time than we may be able to. This expected competition places significant pressure on our ability to achieve our goals of completing the development of the Endurance, retooling of the Lordstown Complex and commencing commercial production and sales in the near term. If we are unable to do this successfully and leverage a “first mover” advantage to build strong customer relationships, we may not be able to compete successfully. This intense competitive environment may require us to make changes to our products, pricing, licensing, services, distribution or marketing to develop a market position, any of which could have an adverse effect on our financial condition, results of operations or prospects.
We may not succeed in establishing, maintaining and strengthening our brand, which would materially and adversely affect customer acceptance of our vehicles and components and our business, revenues and prospects.
Our business and prospects heavily depend on our ability to develop, maintain and strengthen our brand. If we are not able to establish, maintain and strengthen our brand, we may lose the opportunity to build a critical mass of customers. Our ability to develop, maintain and strengthen our brand will depend heavily on the success of our marketing efforts. The automobile industry is intensely competitive, and we may not be successful in building, maintaining and strengthening our brand. Our current and potential competitors, particularly automobile manufacturers headquartered in the United States, Japan, the European Union and China, have greater name recognition, broader customer relationships and substantially greater marketing resources than we do. If we do not develop and maintain a strong brand, our business, prospects, financial condition and operating results will be materially and adversely impacted.
Our electric vehicles will compete for market share with vehicles powered by other vehicle technologies that may prove to be more attractive than our vehicle technologies.
Our target market currently is serviced by manufacturers with existing customers and suppliers using proven and widely accepted fuel technologies. Additionally, our competitors are working on developing technologies that may be introduced in our target market. If any of these alternative technology vehicles can provide lower fuel costs, greater efficiencies, greater reliability or otherwise benefit from other factors resulting in an overall lower total cost of ownership, this may negatively affect the commercial success of our vehicles or make our vehicles uncompetitive or obsolete.
We may be unable to keep up with changes in electric vehicle technology as new entrants and existing, larger manufacturers enter the electric vehicle space.
The Endurance is being designed for use with, and is dependent upon, existing electric vehicle technology. As new companies and larger, existing vehicle manufacturers enter the electric vehicle space, we may lose any technological advantage we may have had in the marketplace and suffer a decline in our position in the market. As technologies change, we plan to upgrade or adapt our products to continue to provide products with the latest technology. However, our products may become obsolete or our research and development efforts may not be sufficient to adapt to changes in or to create the necessary technology to effectively compete. As a result, our potential inability to adapt to and develop the necessary technology may harm our competitive position.
If our vehicles fail to perform as expected, our ability to develop, market and sell or lease our electric vehicles could be harmed.
If our vehicles were to contain defects in design and/or manufacture that cause them not to perform as expected or that require repair, our ability to develop, market and sell or lease our vehicles could be harmed. For example, the operation of our vehicles is highly dependent on software that will require modification and updates over time. Software products are inherently complex and often contain defects and errors when
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first introduced. We currently have a limited frame of reference by which to evaluate the long-term quality, reliability and performance characteristics of our trucks, battery packs and other products. There can be no assurance that we will be able to detect and repair any defects in our products before commencing the sale of our vehicles. Any product defects or any other failure of our vehicles to perform as expected could harm our reputation and result in adverse publicity, lost revenue, delivery delays, product recalls, product liability claims or significant warranty and other expenses, and could have a material adverse impact on our business, financial condition, operating results and prospects. As a new entrant to the industry attempting to build customer relationships and earn trust, these effects could be particularly significant to us.
We will not have a third-party retail product distribution network.
Third-party dealer networks are the traditional method of vehicle sales distribution. Because we plan to sell directly to commercial fleet managers, we will not have a traditional dealer product distribution network. Our building an in-house sales and marketing function may be expensive and time consuming. If the lack of a traditional dealer product distribution network results in lost opportunities to generate sales, it could limit our ability to grow. If our use of an in-house sales and marketing team is not effective, our results of operations and financial conditions could be adversely affected.
If we are unable to establish and maintain confidence in our long-term business prospects among commercial fleet operators, analysts and others within our industry, then our financial condition, operating results and business prospects may suffer materially.
Commercial fleet operators may be less likely to purchase our products now if they are not convinced that our business will succeed or that our operations will continue for many years. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed. Accordingly, to build, maintain and grow our business, we must maintain confidence among commercial fleet operators, suppliers, analysts and other parties with respect to our liquidity and long-term business prospects. Maintaining such confidence may be particularly complicated by certain factors, such as our limited operating history, others’ unfamiliarity with our products, competition and uncertainty regarding the future of electric vehicles. Many of these factors are largely outside our control, and any negative perceptions about our long-term business prospects, even if exaggerated or unfounded, would likely harm our business and make it more difficult to raise additional capital in the future.
There are complex software and technology systems that need to be developed in coordination with vendors and suppliers in order to reach production for our electric vehicles, and there can be no assurance such systems will be successfully developed.
Our vehicles will use a substantial amount of third-party and in-house software codes and complex hardware to operate. The development of such advanced technologies are inherently complex, and we will need to coordinate with our vendors and suppliers in order to reach production for our electric vehicles. Defects and errors may be revealed over time and our control over the performance of third-party services and systems may be limited. Thus, our potential inability to develop the necessary software and technology systems may harm our competitive position.
We are relying on third-party suppliers to develop a number of emerging technologies for use in our products, including lithium-ion battery technology. These technologies are not today, and may not ever be, commercially viable. There can be no assurances that our suppliers will be able to meet the technological requirements, production timing and volume requirements to support our business plan. In addition, the technology may not comply with the cost, performance useful life and warranty characteristics we anticipate in our business plan. As a result, our business plan could be significantly impacted and we may incur significant liabilities under warranty claims which could adversely affect our business, prospects and results of operations.
Our success may be dependent on our development and protection of intellectual property rights.
We rely on confidentiality and trade secret protections to protect our proprietary technology. All new developments by us will be owned by us. Our success will, in part, depend on our ability to obtain patents
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and trademarks and protect our trade secrets and proprietary technology. We are currently maintaining our engineering under confidentiality agreements and other agreements to preserve our trade secrets and other proprietary technology. We have filed several trademark applications with the United States Patent and Trademark Office but have not received any federal registrations of any applications as of the date of filing of this prospectus. Although we have entered into confidentiality agreements with our employees, consultants and contractors, our agreements may not adequately protect our intellectual property, particularly with respect to conflicts of ownership relating to work product generated by our employees, consultants and contractors, and we cannot be certain that others will not gain access to our trade secrets and other proprietary technology. See “Business — Legal Proceedings.” Others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets.
Risks Relating to Regulation and Claims
Product liability or other claims could have a material adverse effect on our business.
The risk of product liability claims, product recalls and associated adverse publicity is inherent in the manufacturing, marketing and sale of all vehicles, including electric vehicles. Although we have liability insurance policies in place, that insurance may be inadequate to cover all potential product claims. Any product recall or lawsuit seeking significant monetary damages either in excess of our coverage, or outside of our coverage, may have a material adverse effect on our business and financial condition. We may not be able to secure additional liability insurance coverage on acceptable terms or at reasonable costs when needed or at all. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product recall could generate substantial negative publicity about our products and business and inhibit or prevent commercialization of other future product candidates. We cannot provide assurance that such claims and/or recalls will not be made in the future.
The acquisition of the Lordstown Complex required us to accept all environmental responsibility for the real property.
The Asset Transfer Agreement between us and GM (the “Asset Transfer Agreement”), pursuant to which we acquired the Lordstown Complex, required us to accept the condition of the real property in “as is — where is” condition, including accepting all environmental conditions. The Lordstown Complex and all of its facilities and real property present environmental risk, both known and unknown. Prior to entering into the Asset Transfer Agreement, GM completed an investigation and remediation project pursuant to an Administrative Order on Consent (AOC) under the U.S. Environmental Protection Agency’s (the “EPA”) Resource Conservation and Recovery Act (“RCRA”) Corrective Action Program. As part of the U.S. EPA’s approval of GM’s investigation and remediation project, GM placed an environmental covenant on the real property, which requires, among other things, (i) the maintenance of nominal financial assurance, (ii) the limitation of the real property to commercial/industrial use, (iii) the prohibition of groundwater for potable use, (iv) the implementation of a dust control plan and (v) and the maintenance of impermeable surfaces on certain areas of the real property. We assumed these responsibilities under the environmental covenant as a condition to the consummation of the transactions contemplated by the Asset Transfer Agreement. In addition, to further manage potential environmental risk, we have secured environmental liability insurance coverage as required under the Asset Transfer Agreement. Finally, to mitigate the risk associated with the Ohio EPA’s authority to require future remediation activities at the Lordstown Complex, related to historic environmental conditions, we have entered into an Administrative Order with the Ohio EPA wherein the Ohio EPA agreed to not pursue enforcement actions against us for historic environmental conditions at the Lordstown Complex site provided that we comply with the terms of the environmental covenant. Notwithstanding the efforts that we have taken to mitigate environmental risk, there is no assurance that claims, lawsuits, fines or penalties will not arise. Our assumption of environmental liabilities at the Lordstown Complex could expose us to potential costs and liabilities that could exceed or fall outside of our available insurance coverage and adversely impact our financial condition.
Regulatory requirements may have a negative effect upon our business.
All vehicles sold must comply with international, federal and state motor vehicle safety standards. In the United States, vehicles that meet or exceed all federally mandated safety standards are certified under
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the federal regulations. Rigorous testing and the use of approved materials and equipment are among the requirements for achieving federal certification. The Endurance will be subject to substantial regulation under federal, state and local laws and standards. These regulations include those promulgated by the U.S. EPA, the National Highway Traffic Safety Administration (“NHTSA”), the Pipeline and Hazardous Materials Safety Administration (“PHMSA”) and various state boards, and compliance certification is required for each new model year. These laws and standards are subject to change from time to time and we could become subject to additional regulations in the future. In addition, federal, state and local laws and industrial standards for electric vehicles are still developing. Compliance with these regulations could be challenging, burdensome, time consuming and expensive. If compliance results in delays or substantial expenses, our business could be adversely affected.
We may be exposed to liability for infringing upon other companies’ intellectual property rights.
Our success will, in part, depend on our ability to operate without infringing on others’ proprietary rights. Although we are starting with a new design and development and are relying on the licensed rights from Workhorse Group and Elaphe Propulsion Technologies Ltd. (“Elaphe”), and while we are not aware of any patents and trademarks which would cause our products or their use to infringe the rights of any third parties, we cannot be certain that infringement has not or will not occur. We could incur substantial costs, in addition to a great amount of time lost, in defending any patent or trademark infringement suits or in asserting any patent or trademark rights in a suit with another party. See “Business — Legal Proceedings.”
Changes in laws or regulations, or a failure to comply with any laws and regulations, or any litigation that we may be subject to or involved in may adversely affect our business, investments and results of operations.
We are subject to laws, regulations and rules enacted by national, regional and local governments and the Nasdaq Global Select Market on which our securities are listed. In particular, we are required to comply with certain SEC, Nasdaq and other legal and regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.
We are subject to lawsuits, administrative proceedings and claims that arise in the regular course of business. These matters may involve claims by customers, suppliers, vendors, contractors, competitors, government agencies, stockholders or other parties regarding our products, development and advertising, as well as contract disputes and intellectual property infringement matters, among other matters. We are also subject to employee claims against us based on, among other things, discrimination, harassment, wrongful termination, disability or violation of wage and labor laws. These claims may divert our financial and management resources that would otherwise be used to benefit our operations. The ongoing expense of any resulting lawsuits, and any substantial settlement payment or damage award against us, could adversely affect our business and results of operations. Significant legal fees and costs in complex class action litigation or an adverse judgment or settlement that is not insured or is in excess of insurance coverage could have a material adverse effect on our financial position and results of operations.
The Endurance will make use of lithium-ion battery cells, which, if not appropriately managed and controlled, have been observed to catch fire or vent smoke and flames. If such events occur in the Endurance, we could face liability for damage or injury, adverse publicity and a potential safety recall, any of which could adversely affect our business, prospects, financial condition and operating results.
The battery packs in the Endurance will use lithium-ion cells, which have been used for years in laptop computers and cell phones. On rare occasions, if not appropriately managed and controlled, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials. We could face liability for damage or injury, adverse publicity and a potential safety recall, any of which could adversely affect our business, prospects, financial condition and operating results. To limit any losses associated with such event, we will carry commercial general liability, commercial automobile liability and umbrella insurance, which may not be adequate to ensure against all losses.
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We may be exposed to delays, limitations and risks related to the environmental permits and other operating permits required to operate the Lordstown Complex.
Operation of an automobile manufacturing facility requires land use and environmental permits and other operating permits from federal, state and local government entities. While we have all permits necessary to carry out and perform our current plans and operations at the Lordstown Complex, we are in the process of applying for and securing the environmental, wastewater and land use permits necessary for the commercial operation of the Lordstown Complex. Delays, denials or restrictions on any of the applications for or assignment of the permits to operate the Lordstown Complex could adversely affect our ability to execute on our business plans and objectives.
We may face legal challenges in one or more states in our attempting to sell directly to customers that could adversely affect our costs.
Our business plan includes the direct sale of vehicles to commercial fleet operators, and potentially, to retail consumers. The laws governing licensing of dealers and sales of motor vehicles vary from state to state. Most states require a dealer license to sell new motor vehicles within the state, and many states prohibit manufacturers from being a licensed dealer and directly selling new motor vehicles to retail consumers. We anticipate that we can become a licensed dealer in certain states.
We may face legal challenges to this distribution model. For instance, in states where direct sales are not permitted, dealers and their lobbying organizations may complain to the government or regulatory agencies that we are acting in the capacity of a dealer without a license. In some states, regulators may restrict or prohibit us from directly providing warranty repair service, or from contracting with third parties who are not licensed dealers to provide warranty repair service. Because the laws vary from state to state, our distribution model must be carefully established and the sales and service process must be continually monitored for compliance with the various state requirements, which change from time to time. Regulatory compliance and likely challenges to the distribution model will add to the cost of our business.
We may be compelled to undertake product recalls or take other actions, which could adversely affect our business, prospects, operating results, reputation and financial condition.
Any product recall in the future may result in adverse publicity, damage our reputation and adversely affect our business, prospects, operating results and financial condition. In the future, we may, voluntarily or involuntarily, initiate a recall if any of our electric vehicles or components (including our battery cells) prove to be defective or noncompliant with applicable federal motor vehicle safety standards. Such recalls, whether caused by systems or components engineered or manufactured by us or our suppliers, would involve significant expense and diversion of management’s attention and other resources, which could adversely affect our brand image in our target market and our business, prospects, financial condition and operating results.
Insufficient warranty reserves to cover future warranty claims could adversely affect our business, prospects, financial condition and operating results.
Once our electric pickup trucks are in production, we will need to maintain warranty reserves to cover any warranty-related claims. If our warranty reserves are inadequate to cover such future warranty claims, our business, prospects, financial condition and operating results could be materially and adversely affected. We may become subject to significant and unexpected warranty expenses. There can be no assurances that then-existing warranty reserves will be sufficient to cover all claims.
We intend to collect and process certain information about our customers and will be subject to various privacy and data protection laws.
We intend to collect and process certain information about our customers, in accordance with applicable law and our own privacy policies. Any failure by us to comply with our privacy policy or any federal, state or international privacy, data protection or security laws or regulations could result in regulatory or litigation-related actions against us, legal liability, fines, damages and other costs. A failure by any of our vendors or business partners to comply with contractual or legal obligations regarding the protection of information
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about our customers could carry similar consequences. Should we become subject to additional privacy or data protection laws, we may need to undertake compliance efforts that could carry a large cost. Although we take steps to protect the security of our customers’ personal information, we may be required to expend significant resources to comply with data security incident notification requirements if a third party accesses or acquires the personal information of our customers without authorization or if we otherwise experience a data security incident or loss of customers’ personal information. A major breach of our network security and systems could have negative effects on our business and future prospects, including possible fines, penalties and damages, and could result in reduced demand for our vehicles and harm to our reputation and brand. Such a breach could also compromise or lead to a loss of protection of our intellectual property or trade secrets.
Interruption or failure of, or unauthorized access to, our or the Endurance’s information technology and communications systems could adversely affect our operating results and reputation.
We are currently developing information technology and communications systems to assist us in the management of our business. The production of our vehicles will require the development, maintenance and improvement of information technology and communications systems in the United States, which will include product data management, procurement, inventory management, production planning and execution, sales, service and logistics, financial, tax and regulatory compliance systems. The availability and effectiveness of operating our business will depend on these systems.
In addition, software, information technology and communications systems will be integral to the operation and functionality of the Endurance. The Endurance will be designed with built-in data connectivity to accept and install periodic remote updates to improve or update its functionality. Although these systems will be designed and tested for resiliency and security, they involve complex technologies and we cannot be certain they will be entirely free from vulnerabilities.
As a result, all of these systems may be vulnerable to damage or interruption from, among other things, data breaches, cyber-attacks, fire, natural disasters, power loss, telecommunications failures, computer viruses and other attempts to harm our systems or the operation of Endurance vehicles. We cannot be certain that these systems or their required functionality will be effectively and timely developed, implemented and maintained, and any disaster recovery planning cannot account for all eventualities. Any compromise of our proprietary information or of our systems or those of the Endurance could adversely affect our reputation and could result in lengthy interruptions to our ability to operate our business and our customers’ ability to operate the Endurance.
General Risk Factors
Our insurance strategy may not be adequate to protect us from all business risks.
In the ordinary course of business, we may be subject to losses resulting from products liability, accidents, acts of God and other claims against us, for which we may have no insurance coverage. While we currently carry commercial general liability, commercial automobile liability, excess liability, workers’ compensation, cyber security and directors’ and officers’ insurance policies, we may not maintain as much insurance coverage as other OEMs do, and in some cases, we may not maintain any at all. Additionally, the policies that we do have may include significant deductibles, and we cannot be certain that our insurance coverage will be sufficient to cover all future claims against us. A loss that is uninsured or exceeds policy limits may require us to pay substantial amounts, which could adversely affect our financial condition and operating results.
Our facility could be damaged or adversely affected as a result of disasters or other unpredictable events. Any prolonged disruption in the operations of our facility would adversely affect our business, prospects, financial condition and operating results.
We plan to engineer and assemble our electric vehicles at a single facility, the Lordstown Complex. Any prolonged disruption of operations at the Lordstown Complex, whether due to technical, information systems, communication networks, strikes, accidents, weather conditions or other natural disaster, the
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COVID-19 pandemic or otherwise, whether short- or long-term, would adversely affect our business, prospects, financial condition and operating results.
We are or may be subject to risks associated with strategic alliances or acquisitions.
We may from time to time consider entering into strategic alliances, including joint ventures, minority equity investments or other transactions with various third parties to further our business purpose. These alliances could subject us to a number of risks, including risks associated with sharing proprietary information, with non-performance by the third party and with increased expenses in establishing new strategic alliances, any of which may materially and adversely affect our business. We may have limited ability to monitor or control the actions of these third parties and, to the extent any of these strategic third parties suffers negative publicity or harm to its reputation from events relating to its business, we may also suffer negative publicity or harm to our reputation by virtue of our association with any such third party.
When appropriate opportunities arise, we may acquire additional assets, products, technologies or businesses that are complementary to our existing business. In addition to possible stockholder approval, we may need approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable laws and regulations, which could result in increased delay and costs, and may disrupt our business strategy if we fail to do so. Furthermore, acquisitions and the subsequent integration of new assets and businesses into our own require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations. Acquired assets or businesses may not generate the financial results we expect. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of an acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.
We may need additional capital in the future, and it may not be available on acceptable terms, if at all.
We may need to access the debt and equity capital markets. However, these sources of financing may not be available on acceptable terms, or at all. Our ability to obtain additional financing will be subject to a number of factors, including market conditions, our operating performance, investor sentiment and our ability to incur additional debt in compliance with agreements governing our then-outstanding debt. These factors may make the timing, amount, terms or conditions of additional financings unattractive to us. If we raise additional funds by issuing equity, equity-linked or debt securities, those securities may have rights, references or privileges senior to the rights of our currently issued and outstanding equity or debt, and our existing stockholders may experience dilution. If we are unable to generate sufficient funds from operations or raise additional capital, our successful operation and growth could be impeded.
We will incur significant increased expenses and administrative burdens as a public company, which could have a material adverse effect on our business, financial condition and results of operations.
We face increased legal, accounting, administrative and other costs and expenses as a public company that Legacy Lordstown did not incur as a private company. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require us to carry out activities that Legacy Lordstown had not done previously. For example, we created new board committees and adopted new internal controls and disclosure controls and procedures. In addition, additional expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if our auditors identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of us. It is also more expensive to obtain directors’ and officers’ liability insurance. Risks associated with our status as a public
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company may make it more difficult to attract and retain qualified persons to serve on our board of directors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require us to divert a significant amount of money that could otherwise be used to expand our business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase our costs.
Our management may not successfully or effectively manage our transition to a public company.
Our management team may not successfully or effectively manage our transition to a public company, which transition will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Its limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of management's time may be devoted to these activities which will result in less time being devoted to our management and growth. We may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company which will increase our operating costs in future periods.
The unaudited pro forma condensed combined financial information included herein may not be indicative of what our actual financial position or results of operations would have been, nor is it indicative of our future consolidated results of operations or financial condition going forward.
The unaudited pro forma condensed consolidated combined financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated, nor is it indicative of our future consolidated results of operations or financial condition going forward.
Risks Related to the Ownership of Our Securities
Stephen S. Burns has significant influence over us and the concentration of ownership among our current executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.
As of November 30, 2020, Stephen S. Burns beneficially owned Class A common stock representing approximately 28.1% of our outstanding voting power. As long as Mr. Burns owns or controls a significant percentage of our outstanding voting power, he will have the ability to influence certain corporate actions requiring stockholder approval.
As of November 30, 2020, our directors and executive officers as a group beneficially owned approximately 32.4% of our outstanding Class A common stock. As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, any amendment of our Charter and the approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these significant stockholders.
Sales of a substantial number of shares of our securities in the public market, including those issued upon exercise of Warrants, could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.
Sales of a substantial number of shares of Class A common stock in the public market could occur at any time, including sales pursuant to this prospectus. These sales, or the perception in the market that the
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holders of a large number of shares intend to sell shares, could reduce the market price of our Class A common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our Class A common stock and Public Warrants.
As of November 30, 2020, we had outstanding 164,948,923 shares of our Class A common stock and Warrants to purchase 16,049,489 shares of our Class A common stock. In addition, an aggregate of 18,373,359 shares of Class A common stock are subject to outstanding awards or available for future issuance under the 2020 Equity Incentive Plan (the “2020 Plan”).
The shares of Class A common stock offered by the Selling Securityholders represent approximately 83.0% of our outstanding Class A common stock, not including the shares of Class A common stock underlying the Warrants that may be sold hereunder.
We issued Public Warrants to purchase an aggregate of 9,333,333 shares of Class A common stock as part of the Initial Public Offering and, simultaneously with the closing of the Initial Public Offering, we issued Private Placement Warrants to our sponsor, DiamondPeak Sponsor LLC (the “Sponsor”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “anchor investor”) to purchase an aggregate of 5,066,667 shares of Class A common stock. In addition, contemporaneously with the Closing, we issued the BGL Warrants, entitling BGL to purchase, in the aggregate, 1,649,489 shares of Class A common stock. These Warrants became exercisable on November 22, 2020 (subject to the terms of the Warrants). The exercise price of the BGL Warrants is $10.00 per share and of all of the other Warrants is $11.50 per share.
To the extent such Warrants are exercised, additional shares of our Class A common stock will be issued, which will result in dilution to the holders of our Class A common stock and increase the number of shares eligible for resale in the public market. Sales, or the potential sales, of substantial numbers of shares in the public market by the Selling Securityholders, subject to certain restrictions on transfer until the termination of applicable lock-up periods, could increase the volatility of the market price of our Class A common stock or adversely affect the market price of our Class A common stock.
The Registration Rights and Lock-up Agreement (the "Registration Rights and Lock-up Agreement") that we entered into effective as of the Closing of the Business Combination provides that certain of our securities held by the parties to such agreement are locked-up as follows: (i) any shares of Class A common stock held by the Sponsor (or its permitted transferees) will be locked-up until October 23, 2021, subject to certain exceptions based on the trading price of the Class A common stock described below, (ii) any shares of Class A common stock held by GM, Workhorse Group or BGL (which shares account for approximately 14.2% of the Class A common stock outstanding, assuming the full exercise of all outstanding Warrants as of November 30, 2020) will be locked-up until April 23, 2021 and (iii) any shares of Class A common stock held by Stephen S. Burns will be locked-up until October 23, 2021, and 50% of such shares will continue to be locked-up until October 23, 2022.
In addition, Stephen S. Burns agreed not to transfer any shares of Class A common stock held by him if, immediately following such transfer, the shares owned by him would be fewer than the number of shares that would be required to satisfy any outstanding indemnification claim made by us pursuant to the Business Combination Agreement.
The lock-up restrictions provided in the Registration Rights and Lock-up Agreement do not apply to our anchor investor, which will remain subject to the lock-up provisions set forth in the subscription agreements, which it entered into with DiamondPeak in connection with its investment, and provide that its Class A common stock received upon conversion of its Class B common stock will be locked-up until the earlier of (A) October 23, 2021 or (B) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.
In addition, each of the Sponsor (and its permitted transferees) and the anchor investor may transfer shares of Class A common stock owned by them if the volume weighted average share price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
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recapitalizations and similar transactions) for at least 20 out of 30 consecutive trading days and such 30 consecutive trading days fall after March 22, 2021.
Because we have no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.
We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we incur. As a result, you may not receive any return on an investment in our Class A common stock unless you sell our Class A common stock for a price greater than that which you paid for it. See the section entitled “Market Information for Class A Common Stock and Dividend Policy — Dividend Policy.”
Our stock price is volatile, and you may not be able to sell shares of our Class A common stock or Warrants at or above the price you paid.
The trading prices of our Class A common stock and Public Warrants are volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. These factors include:
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actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
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changes in the market’s expectations about our operating results;
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success of our competitors;
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our operating results failing to meet the expectation of securities analysts or investors in a particular period;
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changes in financial estimates and recommendations by securities analysts concerning us or the industries in which we operate in general;
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stock price performance of other companies that investors deem comparable to us;
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our ability to complete the engineering of the Endurance, start production and bring it to market on the expected timeline and budget;
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announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments;
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our focus on long-term goals over short-term results;
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the timing and magnitude of our investments in the growth of our business;
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disputes or other developments related to our intellectual property or other proprietary rights, including litigation;
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changes in laws and regulations affecting our business;
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commencement of, or involvement in, litigation;
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changes in our capital structure, including future issuances of securities or the incurrence of debt;
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the volume of shares of our Class A common stock available for public sale;
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major changes in our board of directors or management;
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sales of substantial amounts of Class A common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and
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general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. Trading of stock on a national securities exchange has experienced and is expected to continue to experience price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.
In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against such company. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.
The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.
We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including, but not limited to, (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholders may not have access to certain information they deem important.
In addition, Section 107 of the JOBS Act provides that we, as an emerging growth company, can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can, therefore, delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year (A) following March 4, 2024, the fifth anniversary of the Initial Public Offering, (B) in which we have total annual gross revenue of at least $1.07 billion or (C) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700.0 million as measured on the last business day of our most recently completed second fiscal quarter, or (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We expect to remain an emerging growth company at least through the end of the 2020 fiscal year, and that we could be subject to the additional requirements associated with being deemed a large accelerated filer as early as of the end of the 2021 fiscal year.
We cannot predict if investors will find our Class A common stock less attractive because we will rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.
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Failure to timely implement and maintain adequate financial, information technology and management processes and controls and procedures could result in material weaknesses which could lead to errors in our financial reporting and adversely affect our business.
We are subject to the SEC’s internal control over financial reporting requirements and will become subject to the auditor attestation requirements in the year in which we are deemed to be a large accelerated filer, which would occur once the market value of our Class A common stock held by non-affiliates exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter, or once we otherwise lose our “emerging growth company” status. As a result, we expect that our independent registered public accounting firm will be required to formally attest to the effectiveness of our internal controls over financial reporting commencing as early as our Annual Report on Form 10-K for the year ending December 31, 2021. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our securities. In addition, our current controls and any new controls that we develop may become inadequate because of their poor design or due to changes in our business, including increased complexity resulting from any international expansion. Any failure to implement and maintain effective internal controls over financial reporting could adversely affect the results of assessments by our independent registered public accounting firm and its attestation reports.
If we are unable to certify the effectiveness of our internal controls, or if our internal controls have a material weakness, we may not detect errors timely, our financial statements could be misstated and we could be subject to regulatory scrutiny and a loss of confidence by stakeholders, which could harm our business and adversely affect the market price of our Class A common stock.
There is no guarantee that the Warrants will be in the money at the time they become exercisable, and they may expire worthless.
The exercise price for the Public Warrants and Private Placement Warrants is $11.50 per share of Class A common stock. The exercise price for the BGL Warrants is $10.00 per share of Class A common stock. There is no guarantee that the Warrants will be in the money following the time they become exercisable and prior to their expiration on October 23, 2025, or on October 23, 2023 in the case of the BGL Warrants, and as such, the Warrants may expire worthless.
We may amend the terms of the Warrants in a manner that may be adverse to holders of Warrants with the approval by the holders of at least 50% of the then-outstanding Warrants. As a result, the exercise price of the Warrants could be increased, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a Warrant could be decreased, all without the approval of the holder of any such Warrant.
Our Warrants were issued in registered form under the Warrant Agreement between American Stock Transfer & Trust Company, as warrant agent, and us. The Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants and the approval by the holders of at least 50% of the then-outstanding Private Placement Warrants to make any change that affects only the interests of the registered holders of Private Placement Warrants. Accordingly, we may amend the terms of the Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants and, if applicable, Private Placement Warrants, approve of such amendment. Although our ability to amend the terms of the Warrants with such consent is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert the Warrants into cash, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a Warrant.
We may redeem the unexpired Warrants prior to their exercise at a time that is disadvantageous to Warrant holders, thereby making their Warrants worthless.
We have the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price of our
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Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Warrants could force the Warrant holders (i) to exercise their Warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell their Warrants at the then-current market price when they might otherwise wish to hold their Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of their Warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor, our anchor investor or their permitted transferees.
There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.
Our Class A common stock and Public Warrants are currently listed on Nasdaq. Our continued eligibility for listing may depend on, among other things, compliance with minimum price and corporate governance requirements. If Nasdaq delists our Class A common stock from trading on its exchange for failure to meet the Nasdaq listing standards, we and our stockholders could face significant material adverse consequences including:
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a limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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a determination that our Class A common stock is a “penny stock,” which will require brokers trading in our Class A common stock to adhere to more stringent rules and could possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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a limited amount of news and analyst coverage; and
•
a decreased ability to issue additional securities or obtain additional financing in the future.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Class A common stock and Public Warrants are currently listed on Nasdaq, they are covered securities. Although states are preempted from regulating the sale of our securities, the federal statute does allow states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.
If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our Class A common stock adversely, the price and trading volume of our Class A common stock could decline.
The trading market for our Class A common stock is influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If any of the analysts who cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our Class A common stock would likely decline. If any analyst who covers us were to cease its coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.
Provisions in our Charter may prevent or delay an acquisition of us, which could decrease the trading price of our Class A common stock, or otherwise may make it more difficult for certain provisions of the Charter to be amended.
The Charter contains provisions that are intended to deter coercive takeover practices and inadequate takeover bids and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include:
26
•
a board of directors that is divided into three classes with staggered terms;
•
the right of our board of directors to issue preferred stock without stockholder approval;
•
restrictions on the right of stockholders to remove directors without cause; and
•
restrictions on the right of stockholders to call special meetings of stockholders.
These provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in our and our stockholders’ best interests.
Our Charter designates state courts within the State of Delaware as the exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
The Charter provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, a state court located within the State of Delaware (or, if no court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for any internal or intra-corporate claim or any action asserting a claim governed by the internal affairs doctrine as defined by the laws of the State of Delaware, including, but not limited to (i) any derivative action or proceeding brought on behalf of us; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees or stockholders to us or our stockholders; or (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the Charter or the Bylaws (in each case, as they may be amended from time to time), or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware.
In addition, the Charter provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district court for the District of Delaware (or, if such court does not have jurisdiction over such action, any other federal district court of the United States) shall be the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended), provided, however, that if the foregoing provisions are, or the application of such provisions to any person or entity or any circumstance is, illegal, invalid or unenforceable, the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended) shall be the Court of Chancery of the State of Delaware.
The Charter provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any rule or regulation promulgated thereunder (in each case, as amended), or any other claim over which the federal courts have exclusive jurisdiction.
This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
We may issue shares of preferred stock or additional shares of Class A common stock, including under an employee incentive plan, which would dilute the interest of our stockholders.
Our Charter provides for 312,000,000 authorized shares of capital stock, consisting of (i) 300,000,000 shares of Class A common stock and (ii) 12,000,000 shares of preferred stock. In addition, an aggregate of 18,373,359 shares of Class A common stock are subject to outstanding awards or available for future issuance under the 2020 Plan.
27
We may issue a substantial number of shares of preferred stock and/or additional shares of Class A common stock, including under an employee incentive plan. The issuance of preferred stock or additional Class A common stock:
•
may significantly dilute the equity interest of our then-current stockholders;
•
may subordinate the rights of holders of shares of Class A common stock if one or more classes of preferred stock are created, and such preferred shares are issued, with rights senior to those afforded to our Class A common stock;
•
could cause a change in control if a substantial number of shares of Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carryforwards, if any, and could result in the resignation or removal of our present officers and directors; and
•
may adversely affect prevailing market prices for our Class A common stock or Public Warrants.
28
USE OF PROCEEDS
All of the Class A common stock and Private Placement Warrants offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any proceeds from the sale of our securities by the Selling Securityholders pursuant to this prospectus.
We will receive up to an aggregate of approximately $182.1 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. There is no assurance that the holders of the Warrants will elect to exercise any or all of such Warrants. To the extent that any Warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the Warrants will decrease. We will have broad discretion regarding the timing and application of the net proceeds from this offering. We expect to use the net proceeds from the exercise of any Warrants for general corporate purposes. Pending the ultimate use of such proceeds, we may invest the net proceeds in short-term, investment-grade, interest-bearing instruments.
DETERMINATION OF OFFERING PRICE
The offering price of the shares of Class A common stock underlying the Warrants offered hereby by us is determined by reference to the exercise price of the Public Warrants of $11.50 per share. The Public Warrants are listed on the Nasdaq Global Select Market under the symbol “RIDEW.”
We cannot currently determine the price or prices at which shares of our Class A common stock or Private Placement Warrants may be sold by the Selling Securityholders under this prospectus.
29
MARKET INFORMATION FOR CLASS A COMMON STOCK AND DIVIDEND POLICY
Market Information
Our Class A common stock and Public Warrants currently trade on the Nasdaq Global Select Market under the symbols “RIDE” and “RIDEW,” respectively. Prior to the consummation of the Business Combination, the Class A common stock, the Public Warrants and the DiamondPeak units, each consisting of one share of Class A common stock and one-third of a Public Warrant (the “Units”), were quoted on the Nasdaq Stock Market under the symbols “DPHC,” “DPHCW” and “DPHCU,” respectively. At the Effective Time, the Units automatically separated into the component securities and, as a result, no longer trade as a separate security. We currently do not intend to list the Private Placement Warrants offered hereby or the BGL Warrants on any stock exchange or stock market.
Holders
As of November 30, 2020, the shares of Class A common stock issued and outstanding were held of record by approximately 267 holders, and the Warrants outstanding were held of record by approximately 21 holders.
Dividend Policy
We have not paid any cash dividends on the Class A common stock to date. We may retain future earnings, if any, for future operations and expansion and have no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any future outstanding indebtedness we or our subsidiaries incur.
Securities Authorized for Issuance Under Equity Compensation Plans
As of September 30, 2020, we did not have any securities authorized for issuance under equity compensation plans as this was prior to the Business Combination. In connection with the Business Combination, our stockholders approved our 2020 Plan, which became effective immediately upon Closing.
We intend to file one or more registration statements on Form S-8 under the Securities Act to register the shares of Class A common stock issued or issuable under the 2020 Plan and in connection with the Exchanged Options. Any such Form S-8 registration statement will become effective automatically upon filing. Once these shares are registered, they can be sold in the public market upon issuance, subject to applicable restrictions.
30
SELECTED HISTORICAL FINANCIAL INFORMATION OF DIAMONDPEAK
The following table shows selected historical financial information of DiamondPeak for the periods and as of the dates indicated. The selected historical financial information of DiamondPeak as of December 31, 2019 and 2018 and for the years ended December 31, 2019 and 2018 was derived from the audited historical financial statements of DiamondPeak included elsewhere in this prospectus. The selected historical interim financial information of DiamondPeak as of September 30, 2020 and for the nine months ended September 30, 2020 and September 30, 2019 was derived from the unaudited interim financial statements of DiamondPeak included elsewhere in this prospectus. The following table should be read in conjunction with our historical financial statements, and the notes related thereto, included elsewhere in this prospectus.
Statement of Operations Data:
| | | |
Nine Months Ended September 30,
|
| |
Years Ended December 31,
|
| ||||||||||||||||||
| | | |
2020
|
| |
2019
|
| |
2019
|
| |
2018(1)
|
| ||||||||||||
|
Revenue
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
|
General and administrative expenses
|
| | | | 3,278,784 | | | | | | 391,832 | | | | | | 618,608 | | | | | | 1,650 | | |
|
Loss from operations
|
| | | $ | (3,278,784) | | | | | $ | (391,832) | | | | | $ | (618,608) | | | | | $ | (1,650) | | |
|
Other income – interest earned on marketable securities held in Trust Account
|
| | | | 1,059,500 | | | | | | 3,420,486 | | | | | | 4,547,860 | | | | | | — | | |
|
(Loss) income before provision for income taxes
|
| | | $ | (2,219,284) | | | | | $ | 3,028,654 | | | | | $ | 3,929,252 | | | | | $ | (1,650) | | |
|
Provision for income taxes
|
| | | | (191,000) | | | | | | (686,813) | | | | | | (913,051) | | | | | | — | | |
|
Net income (loss)
|
| | | $ | (2,410,284) | | | | | $ | 2,341,841 | | | | | $ | 3,016,201 | | | | | $ | (1,650) | | |
|
Weighted average shares outstanding of Class A
redeemable common stock |
| | | | 28,000,000 | | | | | | 27,800,000 | | | | | | 27,860,927 | | | | | | — | | |
|
Basic net income per share, Class A
|
| | | $ | 0.03 | | | | | $ | 0.09 | | | | | $ | 0.12 | | | | | $ | — | | |
|
Weighted average shares outstanding of Class A
redeemable common stock, diluted |
| | | | 33,487,561 | | | | | | 28,000,000 | | | | | | 27,860,927 | | | | | | — | | |
|
Diluted net income per share, Class A
|
| | | $ | 0.02 | | | | | $ | 0.00 | | | | | $ | 0.12 | | | | | $ | 0.00 | | |
|
Weighted average shares outstanding of Class B
non-redeemable common stock |
| | | | 7,000,000 | | | | | | 7,000,000 | | | | | | 7,000,000 | | | | | | 6,250,000 | | |
|
Basic and diluted net loss per share, Class B
|
| | | $ | (0.45) | | | | | $ | (0.03) | | | | | $ | (0.06) | | | | | $ | (0.00) | | |
(1)
For the period from November 13, 2018 through December 31, 2018.
Balance Sheet Data:
| | | |
As of September 30,
2020 |
| |
As of December 31,
|
| ||||||||||||
| | | |
2019
|
| |
2018(1)
|
| ||||||||||||
|
Cash and cash equivalents
|
| | | $ | 68,875 | | | | | $ | 1,070,048 | | | | | $ | 20,000 | | |
|
Total assets
|
| | | | 284,305,113 | | | | | | 284,801,982 | | | | | | 120,000 | | |
|
Total liabilities
|
| | | | 12,003,182 | | | | | | 10,089,767 | | | | | | 96,650 | | |
|
Total stockholders’ equity and Class A common shares subject to possible redemptions
|
| | | | 272,301,931 | | | | | | 274,712,215 | | | | | | 23,350 | | |
(1)
For the period from November 13, 2018 through December 31, 2018.
31
SELECTED HISTORICAL FINANCIAL INFORMATION OF LEGACY LORDSTOWN
The selected historical statement of operations data of Legacy Lordstown for the period ended December 31, 2019 and the historical balance sheet data as of December 31, 2019 are derived from Legacy Lordstown’s audited financial statements included elsewhere in this prospectus. The selected historical condensed statements of operations data of Legacy Lordstown for the nine months ended September 30, 2020 and for the period from April 30, 2019 to September 30, 2019 and the condensed balance sheet data as of September 30, 2020 are derived from Legacy Lordstown’s unaudited interim condensed financial statements included elsewhere in this prospectus. Legacy Lordstown’s historical results are not necessarily indicative of the results that may be expected in the future and Legacy Lordstown’s results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2020 or any other period. You should read the following selected historical financial data together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Legacy Lordstown’s financial statements and related notes included elsewhere in this prospectus.
Statement of Operations Data
| | | |
For the Nine
Months Ended September 30, 2020 |
| |
For the
Period from April 30, 2019 to September 30, 2019 |
| |
For the
Period from April 30, 2019 to December 31, 2019 |
| |||||||||
|
Revenue
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
|
Selling and administrative expenses
|
| | | | 17,981,322 | | | | | | 96,865 | | | | | | 4,525,745 | | |
|
Research and development expenses
|
| | | | 45,946,433 | | | | | | 258,096 | | | | | | 5,864,769 | | |
|
Total operating expenses
|
| | | | 63,927,755 | | | | | | 354,961 | | | | | | 10,390,514 | | |
|
Gain on sale of assets
|
| | | | 2,345,996 | | | | | | — | | | | | | — | | |
|
Loss from operations
|
| | | | (61,581,759) | | | | | | (354,961) | | | | | | (10,390,514) | | |
| Other income (expense): | | | | | | | | | | | | | | | | | | | |
|
Other income
|
| | | | 163,402 | | | | | | (10,658) | | | | | | — | | |
|
Interest expense
|
| | | | (901,273) | | | | | | — | | | | | | — | | |
|
Net Loss
|
| | | $ | (62,319,630 ) | | | | | $ | (365,619) | | | | |
$
|
(10,390,514)
|
| |
|
Net loss attributable to common shareholders
|
| | | $ | (62,319,630 ) | | | | | $ | (365,619) | | | | |
$
|
(10,390,514)
|
| |
|
Weighted average number of common shares outstanding
|
| | | | 1,297,767 | | | | | | 500,000 | | | | | | 1,064,150 | | |
|
Loss per share attributable to common shareholders –
Basic and Diluted |
| | | $ | (48.02) | | | | | $ | (0.73) | | | | | $ | (9.76) | | |
Balance Sheet Data
| | | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
|
Total assets
|
| | | $ | 57,373,309 | | | | | $ | 33,546,046 | | |
|
Total liabilities
|
| | | | 102,717,527 | | | | | | 24,989,747 | | |
|
Total stockholders’ (deficit) equity
|
| | | | (45,344,218) | | | | | | 8,556,299 | | |
32
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Unless the context otherwise requires, the “Company,” “we,” “our” and “its” refers to Lordstown Motors Corp. (f/k/a DiamondPeak Holdings Corp.) and its subsidiaries after the Closing, “DiamondPeak” refers DiamondPeak Holdings Corp. prior to the Closing and “Legacy Lordstown” refers to Lordstown EV Corp. (f/k/a Lordstown Motors Corp.) prior to the Closing (which is now our wholly-owned subsidiary).
Introduction
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.
DiamondPeak was a blank check company whose purpose was to acquire, through a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business combination, one or more businesses. DiamondPeak was incorporated in Delaware on November 13, 2018, as DiamondPeak Holdings Corp. On March 4, 2019, DiamondPeak consummated its Initial Public Offering. Upon the closing of the Initial Public Offering of 25,000,000 of its Units, DiamondPeak generated gross proceeds of $250.0 million that were placed in a trust account and invested in U.S. “government securities” (within the meaning of Section 2(a)(16) of the Investment Company Act) having a maturity of 180 days or in money market funds (meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act) which invest only in direct U.S. government treasury obligations (the “Trust Account”). On March 4, 2019, simultaneously with the consummation of the Initial Public Offering, DiamondPeak completed the private sale of 4,666,667 Private Placement Warrants, at a purchase price of $1.50 per Warrant, to the Sponsor and certain funds and accounts managed by subsidiaries of our anchor investor, generating gross proceeds of $7.0 million. On March 18, 2019, DiamondPeak sold an additional 3,000,000 Units at $10.00 per Unit and sold an additional 400,000 Private Placement Warrants at $1.50 per Warrant, generating total gross proceeds of $30.6 million. Following such closing, an additional $30.0 million of net proceeds ($10.00 per Unit) was deposited in the Trust Account, resulting in $280.0 million ($10.00 per Unit) in aggregate deposited into the Trust Account. DiamondPeak had 24 months from the closing of the Initial Public Offering (by March 4, 2021) to complete an initial business combination.
Legacy Lordstown is an automotive start-up founded on April 30, 2019 in Lordstown, Ohio, for the purpose of developing the first electric full-size pickup truck and becoming an original equipment manufacturer (“OEM’’) of electrically powered pickup trucks and vehicles for fleet customers. Legacy Lordstown is in its initial design and testing phase and has yet to bring a completed product to market.
The unaudited pro forma condensed combined balance sheet as of September 30, 2020 combines the historical balance sheet of DiamondPeak and the historical balance sheet of Legacy Lordstown on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on September 30, 2020. The unaudited pro forma combined statements of operations for the year ended December 31, 2019 and condensed combined statement of operations for the nine months ended September 30, 2020 combine the historical statements of operations of DiamondPeak and Legacy Lordstown for such periods on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on April 30, 2019, the beginning of the earliest period presented. The related transactions that are given pro forma effect include:
•
the reverse recapitalization between Merger Sub and Legacy Lordstown;
•
the net proceeds from the issuance of Class A common stock in the PIPE Investment; and
•
the issuance and conversion of Convertible Promissory Notes into Class A common stock.
The pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:
•
The accompanying notes to the unaudited pro forma condensed combined financial statements;
33
•
The unaudited and audited financial statements of DiamondPeak as of and for the nine months ended September 30, 2020, and for the year ended December 31, 2019 included in this prospectus;
•
The unaudited and audited financial statements of Legacy Lordstown as of and for the nine months ended September 30, 2020, and for the period ended December 31, 2019 included in this prospectus; and
•
Other information relating to DiamondPeak and Legacy Lordstown contained in this prospectus, including in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements included herein.
Pursuant to DiamondPeak’s certificate of incorporation, public stockholders were offered the opportunity to redeem, upon the Closing of the Business Combination, shares of Class A common stock then-held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account. The unaudited condensed combined pro forma financial statements reflect actual redemption of 970 shares of Class A common stock at $10.14 per share.
The Business Combination was accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, the predecessor DiamondPeak is treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination is treated as the equivalent of Legacy Lordstown issuing stock for the net assets of DiamondPeak, accompanied by a recapitalization. The net assets of the resulting company are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Legacy Lordstown.
Legacy Lordstown has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances:
•
Legacy Lordstown has the largest single voting interest block in the post-combination company;
•
Legacy Lordstown had the ability to nominate the majority of the members of the board of directors following the Closing;
•
Legacy Lordstown holds executive management roles for the post-combination company and is responsible for the day-to-day operations;
•
The post-combination company assumed Legacy Lordstown’s name; and
•
The intended strategy of the post-combination company will continue Legacy Lordstown’s current strategy of being a leader in electric vehicle design.
Description of the Business Combination
The aggregate consideration for the Business Combination was $788.7 million, paid in the form of shares of our Class A common stock.
The following summarizes the consideration:
| |
Total shares transferred, inclusive of rollover options
|
| | | | 78,867,815 | | |
| |
Value per share(1)
|
| | | | 10.00 | | |
| |
Total Share Consideration(2)
|
| | | $ | 788,678,150 | | |
(1)
Share Consideration is calculated using a $10.00 reference price. The closing share price on the Closing Date of the Business Combination was $20.45. As the Business Combination was accounted for as a reverse recapitalization, the value per share is disclosed for informational purposes only in order to indicate the fair value of shares transferred.
(2)
Total Share Consideration based on the Business Combination Agreement includes the base purchase price amount of $783.4 million as well as the aggregate exercise price of the Legacy Lordstown Options that have vested or will vest by January 1, 2021 of $5.3 million. This amount does not include Exchanged Options scheduled to vest subsequent to January 1, 2021.
34
The following summarizes the pro forma shares of Class A common stock outstanding at September 30, 2020 (in thousands):*
| | | |
Shares Outstanding
|
| |
%
|
| ||||||
|
Legacy Lordstown Stockholders
|
| | | | 75,918 | | | | | | 46.1% | | |
|
Convertible Promissory Notes
|
| | | | 4,032 | | | | | | 2.4% | | |
|
Total Lordstown Merger Shares
|
| | | | 79,950 | | | | | | 48.5% | | |
|
DiamondPeak Public Shares
|
| | | | 27,999 | | | | | | 17.0% | | |
|
DiamondPeak Founder Shares
|
| | | | 7,000 | | | | | | 4.2% | | |
|
Total DiamondPeak Shares
|
| | | | 34,999 | | | | | | 21.2% | | |
|
GM PIPE Investment
|
| | | | 7,500 | | | | | | 4.5% | | |
|
PIPE Investment
|
| | | | 42,500 | | | | | | 25.8% | | |
|
Total PIPE Investment
|
| | | | 50,000 | | | | | | 30.3% | | |
|
Pro Forma Class A Common Stock
|
| | | | 164,949 | | | | | | 100.0% | | |
*
Amounts and percentages exclude all Legacy Lordstown Options (including vested Legacy Lordstown Options) as they were not outstanding common stock at the time of Closing.
The following unaudited pro forma condensed combined balance sheet as of September 30, 2020 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and combined statement of operations for the period ended December 31, 2019 are based on the historical financial statements of DiamondPeak and Legacy Lordstown. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.
35
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2020
(in thousands)
AS OF SEPTEMBER 30, 2020
(in thousands)
| | | |
As of September 30, 2020
|
| | | | | | | | | | | | | |
As of
September 30, 2020 |
| ||||||||||||
| | | |
Lordstown
(Historical) |
| |
DiamondPeak
(Historical) |
| |
Pro Forma
Adjustments |
| | | | | | | |
Pro Forma
Combined |
| ||||||||||||
| ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cash and cash equivalents
|
| | | $ | 19,577 | | | | | $ | 69 | | | | |
$
|
20,045
|
| | | |
|
A
|
| | | |
$
|
695,998
|
| |
| | | | | | | | | | | | | | | | | | 283,998 | | | | |
|
B
|
| | | | | — | | |
| | | | | | | | | | | | | | | | | | 425,000 | | | | |
|
C
|
| | | | | — | | |
| | | | | | | | | | | | | | | | | | (2,000) | | | | |
|
D
|
| | | | | — | | |
| | | | | | | | | | | | | | | | | | (48,040) | | | | |
|
E
|
| | | | | — | | |
| | | | | | | | | | | | | | | | | | 2,099 | | | | |
|
F
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | (4,750) | | | | |
|
G
|
| | | | | | | |
|
Accounts receivable
|
| | | | 20 | | | | | | | | | | | | | | | | | | | | | | | | 20 | | |
|
Prepaid income taxes
|
| | | | | | | | | | 175 | | | | | | | | | | | | | | | | | | 175 | | |
|
Prepaid expenses and other current assets
|
| | | | 4,794 | | | | | | 53 | | | | | | 4,750 | | | | |
|
G
|
| | | | | 9,597 | | |
|
Total current assets
|
| | | | 24,391 | | | | | | 297 | | | | | | 681,102 | | | | | | | | | | | | 705,790 | | |
| Non-current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cash and investments held in Trust Account
|
| | | | | | | | | | 284,008 | | | | | | (283,998) | | | | |
|
B
|
| | | | | — | | |
| | | | | | | | | | | | | | | | | | (10) | | | | |
|
H
|
| | | | | | | |
|
Property, plant and equipment
|
| | | | 21,741 | | | | | | — | | | | | | 23,438 | | | | |
|
A
|
| | | | | 45,179 | | |
|
Intangible assets
|
| | | | 11,111 | | | | | | — | | | | | | — | | | | | | | | | | | | 11,111 | | |
|
Restricted cash
|
| | | | 130 | | | | | | | | | | | | | | | | | | | | | | | | 130 | | |
|
Total non-current assets
|
| | | | 32,982 | | | | | | 284,008 | | | | | | (260,570) | | | | | | | | | | | | 56,420 | | |
|
TOTAL ASSETS
|
| | | | 57,373 | | | | | | 284,305 | | | | | | 420,532 | | | | | | | | | | | | 762,210 | | |
|
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Accounts payable
|
| | | | 22,388 | | | | | | 63 | | | | | | | | | | | | | | | | | | 22,451 | | |
|
Due to related party
|
| | | | 5,938 | | | | | | | | | | | | (5,938) | | | | |
|
A
|
| | | | | — | | |
|
Related party notes payable
|
| | | | 63,480 | | | | | | | | | | | | (25,579) | | | | |
|
A
|
| | | | | — | | |
| | | | | | | | | | | | | | | | | | 2,099 | | | | |
|
F
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | (40,000) | | | | |
|
J
|
| | | | | | | |
|
Accrued and other current liabilities
|
| | | | 9,896 | | | | | | 2,140 | | | | | | (10,235) | | | | |
|
E
|
| | | | | 1,677 | | |
| | | | | | | | | | | | | | | | | | 195 | | | | |
|
I
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | (319) | | | | |
|
J
|
| | | | | | | |
|
Total current liabilities
|
| | | | 101,702 | | | | | | 2,203 | | | | | | (79,777) | | | | | | | | | | | | 24,128 | | |
| Non-current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Notes Payable
|
| | | | 1,015 | | | | | | | | | | | | | | | | | | | | | | | | 1,015 | | |
|
Deferred underwriting commissions
|
| | | | | | | | | | 9,800 | | | | | | (9,800) | | | | |
|
D
|
| | | | | — | | |
|
Total non-current liabilities
|
| | | | 1,015 | | | | | | 9,800 | | | | | | (9,800) | | | | | | | | | | | | 1,015 | | |
|
Total liabilities
|
| | | | 102,717 | | | | | | 12,003 | | | | | | (89,577) | | | | | | | | | | | | 25,143 | | |
| | |||||||||||||||||||||||||||||||
36
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2020
(in thousands)
AS OF SEPTEMBER 30, 2020
(in thousands)
| | | |
As of September 30, 2020
|
| | | | | | | | | | | | | |
As of
September 30, 2020 |
| ||||||||||||
| | | |
Lordstown
(Historical) |
| |
DiamondPeak
(Historical) |
| |
Pro Forma
Adjustments |
| | | | | | | |
Pro Forma
Combined |
| ||||||||||||
| Commitment and Contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Temporary equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Class A common stock subject to possible redemption
|
| | | | | | | | | | 267,302 | | | | | | (10) | | | | |
|
H
|
| | | | | — | | |
| | | | | | | | | | | | | | | | | | (267,292) | | | | |
|
K
|
| | | | | | | |
| Stockholders’ equity (deficit): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Preferred stock
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
|
Class A common stock
|
| | | | — | | | | | | — | | | | | | 4 | | | | |
|
C
|
| | | | | 16 | | |
| | | | | | | | | | | | | | | | | | 3 | | | | |
|
K
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | 8 | | | | |
|
L
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | 1 | | | | |
|
M
|
| | | | | | | |
|
Class B common stock
|
| | | | — | | | | | | 1 | | | | | | (1) | | | | |
|
M
|
| | | | | | | |
|
Additional paid-in capital
|
| | | | 27,366 | | | | | | 4,395 | | | | | | 75,000 | | | | |
|
A
|
| | | | | 822,339 | | |
| | | | | | | | | | | | | | | | | | 424,996 | | | | |
|
C
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | 7,800 | | | | |
|
D
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | (36,507) | | | | |
|
E
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | 40,319 | | | | |
|
J
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | 267,289 | | | | |
|
K
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | (8) | | | | |
|
L
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | 604 | | | | |
|
N
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | 11,085 | | | | |
|
O
|
| | | | | | | |
|
Retained earnings (deficit)
|
| | | | (72,710) | | | | | | 604 | | | | | | (1,298) | | | | |
|
E
|
| | | | | (85,288) | | |
| | | | | | | | | | | | | | | | | | (195) | | | | |
|
I
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | (604) | | | | |
|
N
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | (11,085) | | | | |
|
O
|
| | | | | | | |
|
Total stockholders’ equity (deficit)
|
| | | | (45,344) | | | | | | 5,000 | | | | | | 777,411 | | | | | | | | | | | | 737,067 | | |
|
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
|
| | | | 57,373 | | | | | | 284,305 | | | | | | 420,532 | | | | | | | | | | | | 762,210 | | |
| | |||||||||||||||||||||||||||||||
37
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020
(in thousands, except share and per share data)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020
(in thousands, except share and per share data)
| | | |
For the Nine Months Ended
September 30, 2020 |
| | | | | | | | | | | | | |
For the
Nine Months Ended September 30, 2020 |
| ||||||||||||
| | | |
Lordstown
(Historical) |
| |
DiamondPeak
(Historical) |
| |
Pro Forma
Adjustments |
| | | | | | | |
Pro Forma
Combined |
| ||||||||||||
| Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Revenue
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | — | | |
| Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Selling, administrative and other
|
| | | | 17,981 | | | | | | 3,279 | | | | | | (90) | | | | |
|
AA
|
| | | | | 10,935 | | |
| | | | | | | | | | | | | | | | | | (10,235) | | | | |
|
BB
|
| | | | | | | |
|
Research and development
|
| | | | 45,946 | | | | | | — | | | | | | — | | | | | | | | | | | | 45,946 | | |
|
Total operating costs and expenses
|
| | | | 63,927 | | | | | | 3,279 | | | | | | (10,325) | | | | | | | | | | | | 56,811 | | |
|
Gain on sale of assets
|
| | | | 2,346 | | | | | | | | | | | | | | | | | | | | | | | | 2,346 | | |
|
Loss from operations
|
| | | | (61,581) | | | | | | (3,279) | | | | | | 10,325 | | | | | | | | | | | | (54,535) | | |
| Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Other income (expense)
|
| | | | 163 | | | | | | | | | | | | | | | | | | | | | | | | 163 | | |
|
Interest expense
|
| | | | (901) | | | | | | | | | | | | 582 | | | | |
|
CC
|
| | | | | (319) | | |
|
Other income – Interest income on Trust Account
|
| | | | | | | | | | 1,060 | | | | | | (1,060) | | | | |
|
DD
|
| | | | | — | | |
|
Total other income (expense)
|
| | | | (738) | | | | | | 1,060 | | | | | | (478) | | | | | | | | | | | | (156) | | |
|
Net income (loss) before income tax
provision |
| | | | (62,319) | | | | | | (2,219) | | | | | | 9,847 | | | | | | | | | | | | (54,691) | | |
|
Income tax provision
|
| | | | — | | | | | | 191 | | | | | | (191) | | | | |
|
EE
|
| | | | | — | | |
|
Net income (loss)
|
| | | | (62,319) | | | | | | (2,410) | | | | | | 10,038 | | | | | | | | | | | | (54,691) | | |
|
Weighted Common shares outstanding – Class A
|
| | | | | | | | | | 28,000,000 | | | | | | | | | | | | | | | | | | 164,948,923 | | |
|
Basic net income (loss) per share – Class A
|
| | | | | | | | | $ | 0.03 | | | | | $ | | | | | | | | | | | $ | (0.33) | | | |
|
Weighted Common shares outstanding – Class B
|
| | | | | | | | | | 7,000,000 | | | | | | | | | | | | | | | | | | — | | |
|
Basic and diluted net income (loss) per share –
Class B |
| | | | | | | | | $ | (0.45) | | | | | $ | | | | | | | | | | | $ | — | | | |
38
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR YEAR ENDED DECEMBER 31, 2019
(in thousands, except share and per share data)
FOR YEAR ENDED DECEMBER 31, 2019
(in thousands, except share and per share data)
| | | |
For the Year Ended
December 31, 2019 |
| | | | | | | | | | | | | |
For the Year
Ended December 31, 2019 |
| ||||||||||||
| | | |
Lordstown
(Historical) |
| |
DiamondPeak
(Historical) |
| |
Pro Forma
Adjustments |
| | | | | | | |
Pro Forma
Combined |
| ||||||||||||
| Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Revenue
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | — | | |
| Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
General and administrative
|
| | | | 4,526 | | | | | | 619 | | | | | | (100) | | | | |
|
AA
|
| | | | | 5,045 | | |
|
Research and development
|
| | | | 5,865 | | | | | | — | | | | | | — | | | | | | | | | | | | 5,865 | | |
|
Total operating costs and expenses
|
| | | | 10,391 | | | | | | 619 | | | | | | (100) | | | | | | | | | | | | 10,910 | | |
|
Loss from operations
|
| | | | (10,391) | | | | | | (619) | | | | | | 100 | | | | | | | | | | | | (10,910) | | |
| Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Interest expense
|
| | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | |
|
Other income – Interest income on Trust Account
|
| | | | | | | | | | 4,548 | | | | | | (4,548) | | | | |
|
DD
|
| | | | | — | | |
|
Total other income (expense)
|
| | | | — | | | | | | 4,548 | | | | | | (4,548) | | | | | | | | | | | | — | | |
|
Net income (loss) before income tax provision
|
| | | | (10,391) | | | | | | 3,929 | | | | | | (4,448) | | | | | | | | | | | | (10,910) | | |
|
Income tax provision
|
| | | | — | | | | | | 913 | | | | | | (913) | | | | |
|
EE
|
| | | | | — | | |
|
Net income (loss)
|
| | | | (10,391) | | | | | | 3,016 | | | | | | (3,535) | | | | | | | | | | | | (10,910) | | |
|
Weighted Common shares outstanding –
Class A |
| | | | | | | | | | 27,860,927 | | | | | | | | | | | | | | | | | | 164,948,923 | | |
|
Basic and diluted net income (loss) per share – Class A
|
| | | | | | | | | $ | 0.12 | | | | | | | | | | | | | | | | | $ | (0.07) | | |
|
Weighted Common shares outstanding –
Class B |
| | | | | | | | | | 7,000,000 | | | | | | | | | | | | | | | | | | — | | |
|
Basic and diluted net loss per share – Class B
|
| | | | | | | | | $ | (0.06) | | | | | | | | | | | | | | | | | $ | — | | |
39
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
1.
Basis of Presentation
The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, DiamondPeak is treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination is treated as the equivalent of Legacy Lordstown 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. Operations prior to the Business Combination are those of Legacy Lordstown.
The unaudited pro forma condensed combined balance sheet as of September 30, 2020 assumes that the Business Combination occurred on September 30, 2020. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and the year ended December 31, 2019 present pro forma effect to the Business Combination as if it had been completed on April 30, 2019. These periods are presented on the basis of Legacy Lordstown as the accounting acquirer.
The unaudited pro forma condensed combined balance sheet as of September 30, 2020 has been prepared using, and should be read in conjunction with, the following:
•
DiamondPeak’s unaudited condensed balance sheet as of September 30, 2020 and the related notes for the period ended September 30, 2020 included in this prospectus; and
•
Legacy Lordstown’s unaudited condensed balance sheet as of September 30, 2020 and the related notes for the period ended September 30, 2020 included in this prospectus.
The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2020 has been prepared using, and should be read in conjunction with, the following:
•
DiamondPeak’s unaudited condensed statement of operations for the nine months ended September 30, 2020 and the related notes included in this prospectus; and
•
Legacy Lordstown’s unaudited condensed statement of operations for the nine months ended September 30, 2020 and the related notes included in this prospectus.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 has been prepared using, and should be read in conjunction with, the following:
•
DiamondPeak’s audited statement of operations for the 12 months ended December 31, 2019 and the related notes included in this prospectus; and
•
Legacy Lordstown’s audited statement of operations for the period from April 30, 2019 to December 31, 2019 and the related notes included in this prospectus.
Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.
The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that we believe are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. We believe that our assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
40
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor is it indicative of the future consolidated results of operations or financial position of the post-combination company. It should be read in conjunction with the historical financial statements and notes thereto of DiamondPeak and Legacy Lordstown.
2.
Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.
The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that are (1) directly attributable to the Business Combination, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the results of the post-combination company. Legacy Lordstown and DiamondPeak did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the post-combination company filed consolidated income tax returns during the periods presented.
The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of the post-combination company’s shares outstanding, assuming the Business Combination occurred on April 30, 2019.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2020 are as follows:
(A)
Represents proceeds and payment-in-kind contributions from the PIPE Investment by GM for 7,500,000 shares of Class A common stock. In exchange for the equity value of $75.0 million, GM provided permits required to operate the Lordstown Complex with a value of approximately $23.4 million, as well as settlement of the $20.6 million GM Deferred Purchase Price Obligation (as defined below), the $5.9 million owed to GM for reimbursable operating expenses related to the Lordstown Complex and the outstanding $5.0 million drawn upon the GM Convertible Note (as defined below) including accrued and unpaid interest. The remainder of the contribution was in cash upon Closing.
(B)
Reflects the reclassification of $284.0 million of marketable securities held in DiamondPeak’s Trust Account at the balance sheet date that became available to fund the Business Combination.
(C)
Represents the net proceeds from the private placement of 42,500,000 shares of Class A common stock at $10.00 per share pursuant to the PIPE Investment.
(D)
Reflects the settlement of $9.8 million of deferred underwriters’ fees. The Company and the underwriter agreed to reduce the deferred underwriters’ fee to $2.0 million, which was paid at the Closing.
(E)
Represents transaction costs of $48.0 million, in addition to the deferred underwriting fees noted above, anticipated in consummating the Business Combination. Of this amount shown, approximately $10.2 million of the amount was incurred or accrued for on the balance sheet as of September 30, 2020 and is reflected as a reduction against accrued and other current liabilities. Approximately $36.5 million of the amount relates to equity issuance, and is reflected as a reduction against proceeds in additional paid-in capital. The remaining amount of $1.3 million is reflected within retained earnings.
(F)
Represents the gross issuance of $2.1 million of Convertible Promissory Notes issued subsequent to September 30, 2020 and converted at the Closing.
41
(G)
Represents an upfront royalty payment to Workhorse Group in the amount of $4.8 million which was contingent upon the Closing of the Business Combination. The $4.8 million adjustment considers the future economic benefit of this payment through reduction of future royalties paid to Workhorse Group on completed sales.
(H)
Represents the actual redemption of 970 shares of Class A common stock at $10.14 per share.
(I)
Represents the accrual of interest on the Convertible Promissory Notes from September 30, 2020 through the Closing Date of the Business Combination.
(J)
Represents the conversion of the Convertible Promissory Notes upon the Closing of the Business Combination, causing a conversion of the outstanding principal amount and unpaid accrued interest into Class A common stock. The Convertible Promissory Notes were issued in August 2020 and converted at the Closing.
(K)
Reflects the reclassification of approximately $267.3 million of Class A common stock subject to possible redemption to permanent equity.
(L)
Represents recapitalization of Legacy Lordstown equity and issuance of approximately 75,900,000 shares of Class A common stock to stockholders of Legacy Lordstown as consideration for the reverse recapitalization.
(M)
Reflects the conversion of DiamondPeak’s Class B common stock held by DiamondPeak’s founders to Class A common stock. In connection with the Closing, all shares of Class B common stock were converted into shares of Class A common stock.
(N)
Reflects the reclassification of DiamondPeak’s historical retained earnings.
(O)
Reflects the issuance of the BGL Warrants in satisfaction of services provided in conjunction with the Business Combination for $11.1 million. The value of the BGL Warrants is estimated using the market value of the Public Warrants (with which the terms for these BGL Warrants are substantially consistent) as of October 23, 2020.
Adjustments to Unaudited Pro Forma Combined Statements of Operations
The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and year ended December 31, 2019 are as follows:
(AA)
Reflects elimination of administrative expenses incurred by DiamondPeak associated with a management and administrative agreement with the Sponsor that terminated in conjunction with the Business Combination.
(BB)
Reflects the elimination of transaction-related costs incurred by Diamondpeak and Legacy Lordstown through September 30, 2020.
(CC)
Reflects the elimination of historic interest expense on the related party notes payable to GM.
(DD)
Reflects elimination of investment income on the Trust Account.
(EE)
Reflects elimination of income tax expense as a result of the elimination of income statement adjustments.
42
3.
Loss Per Share
Net loss per share is calculated using the historical weighted average shares of Class A common stock outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since April 30, 2019. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net income (loss) per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entirety of all periods presented.
|
(in thousands, except per share data)
|
| |
For the Nine Months
Ended September 30, 2020 |
| |
For the Year
Ended December 31, 2019 |
| ||||||
|
Pro forma net loss
|
| | | | (54,691) | | | | | | (10,910) | | |
|
Weighted average shares outstanding of Class A common stock
|
| | | | 164,948,923 | | | | | | 164,948,923 | | |
|
Net loss per share (Basic and Diluted) attributable to Class A common
stockholders(1) |
| | | $ | (0.33) | | | | | $ | (0.07) | | |
(1)
As the Company had a net loss on a pro forma combined basis, the BGL Warrants, Exchanged Options and outstanding Public Warrants sold in the Initial Public Offering and Private Placement Warrants had no impact on diluted net loss per share as they are considered anti-dilutive.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read together with “Selected Historical Financial Information of Legacy Lordstown” and the audited financial statements and related notes of Legacy Lordstown for the period of April 30, 2019 to December 31, 2019, and the unaudited interim financial statements and related notes of Legacy Lordstown for the nine months ended September 30, 2020 that are included elsewhere in this prospectus. The discussion and analysis should also be read together with the pro forma financial information for the period from April 30, 2019 through December 31, 2019 and for the nine months ended September 30, 2020. See “Unaudited Pro Forma Condensed Combined Financial Information.” This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this prospectus or any accompanying prospectus supplement. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” the “Company” and to “Lordstown” refer to the business and operations of Legacy Lordstown and its subsidiaries prior to the Business Combination and to us following the consummation of the Business Combination.
Overview
We are an automotive start-up company founded in April 2019 for the purpose of developing and manufacturing light duty electric trucks targeted for sale to fleet customers. Located in Lordstown, Ohio, our Lordstown Complex spans 6.2 million square feet and is in a near-production-ready state.
Since inception, we have been developing our flagship vehicle, the Endurance, an electric full-size pickup truck. We have built an operational prototype and publicly introduced the Endurance in June 2020 and expect to complete the production of additional engineering and pre-production vehicles during the remainder of 2020 and early 2021. We are targeting commencement of commercial production and initial sales in the second half of 2021. Our goal is to achieve a leadership position as an OEM vehicle supplier to the commercial fleet industry. Within the broader trend of vehicle electrification, by targeting the sizable fleet market and focusing on its particular needs, we aim to obtain a “first mover” advantage, build strong customer relationships and capitalize on a significant market opportunity.
Recent Developments
The Business Combination and Comparability of Financial Information
We were originally known as DiamondPeak Holdings Corp. On October 23, 2020, DiamondPeak consummated the Business Combination with Legacy Lordstown pursuant to the Business Combination Agreement, dated as of August 1, 2020, among DiamondPeak, Merger Sub and Legacy Lordstown. In connection with the Closing of the Business Combination, Merger Sub, a newly formed wholly-owned subsidiary of DiamondPeak, was merged with and into Legacy Lordstown, the separate corporate existence of Merger Sub ceased and Legacy Lordstown survived and became a wholly-owned subsidiary of DiamondPeak. DiamondPeak was renamed Lordstown Motors Corp. and Legacy Lordstown was renamed Lordstown EV Corporation.
The Business Combination was accounted for as a reverse recapitalization. Legacy Lordstown was deemed the accounting predecessor and we, as the combined entity, are the successor SEC registrant, meaning that Legacy Lordstown’s financial statements for previous periods will be disclosed in our future periodic reports filed with the SEC. Under this method of accounting, the predecessor DiamondPeak is treated as the acquired company for financial statement reporting purposes. Operations prior to the Business Combination are those of Legacy Lordstown and the historical financial statements of Legacy Lordstown became the historical financial statements of the combined company, upon the consummation of the Business Combination. The most significant change in our future reported financial position and results of operations is an estimated net increase in cash (as compared to Legacy Lordstown’s balance sheet at September 30, 2020) of approximately $708.0 million, including $425.0 million in gross proceeds from the
44
PIPE Investment. Total transaction costs were approximately $50.0 million. See “Unaudited Pro Forma Condensed Combined Financial Information.” In connection with the Business Combination, we settled various obligations owed to GM and Workhorse Group that were outstanding as of September 30, 2020. See “ — Financial Condition, Liquidity and Capital Resources — Debt” and “Financial Condition, Liquidity and Capital Resources — Legacy Lordstown Related Party Transactions” below.
As a consequence of the Business Combination, we will need to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company that Legacy Lordstown did not historically incur, for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.
Impact of COVID-19
During 2020, COVID-19 has disrupted supply chains and affected production and sales across a range of industries and has led to a global decrease in vehicle sales in markets around the world. The pandemic has resulted in government authorities implementing certain measures to contain the spread of COVID-19, including travel bans and restrictions, quarantines, shelter-in-place and stay-at-home orders and business shutdowns. While the impact to our financial performance is unpredictable, the COVID-19 crisis may cause, among other negative effects:
•
a decrease in demand for our vehicles if fleet operators delay purchases of vehicles or if fuel prices for internal combustion engine vehicles remain low;
•
an increase in costs resulting from our efforts to mitigate the effects of COVID-19;
•
a delay in our schedule for retooling the Lordstown Complex and for full commercial production of the Endurance, due to illness, quarantines or other limitations on the number of employees and contractors at the Lordstown Complex at a given time;
•
disruptions to our supply chain; and
•
adverse effects on our sales and marketing activities due to the cancellation or reduction of in-person sales activities, meetings, events and conferences.
The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, and remains uncertain at this time.
Basis of Presentation
The financial statements have been prepared in accordance with GAAP. Currently, we conduct business through one operating segment. All long-lived assets are maintained, and all losses are attributable to, the United States of America. The financial statements have been prepared assuming that we will continue as a going concern. See the accompanying financial statements of Legacy Lordstown as of December 31, 2019, Note 1 — “Going Concern, Liquidity, and Capital Resources,” and the auditor’s report with respect to such financial statements for further details.
Comparability of Financial Information
Legacy Lordstown was formed on April 30, 2019 and did not commence operations until July 1, 2019. As a result, it has a very limited operating history from inception and the nine month prior period comparable information presented in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is from the period of April 30, 2019 through September 30, 2019.
Components of Results of Operations
Net Sales
We have not begun commercial operations and currently do not generate any revenue. Once we commence production and commercialization of vehicles, it is expected that the majority of our revenue will be initially derived from direct sales of electric pickup trucks.
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Operating Expenses
Our operating expenses have been limited to date and are not indicative of the type or amount of expenses expected to be incurred in the future. We expect expenses to increase in the near term as the engineering and design of the Endurance are completed, the Lordstown Complex is retooled and prepared for commercial production, additional personnel are hired, commercial marketing efforts commence and public company costs are incurred. These increases are likely to occur in advance of corresponding revenue generation. As production and sales commence and we grow our business, we will also incur costs of goods sold and license fees and will begin recording depreciation and amortization expense.
Selling and Administrative Expense
Selling, administrative and other costs to date have consisted primarily of employee, legal and professional, travel and entertainment, rent, insurance, marketing, freight, utilities, taxes and other expenses. We intend to incur significant additional operating and general and administrative expenses as we begin production, specifically related to the hiring of a highly skilled workforce and building the Endurance.
Research and Development Expense
Research and development costs to date have consisted primarily of personnel costs for engineering and research, prototyping costs and contract and professional services costs. We intend to incur significant additional research and development costs as we begin production, specifically related to product development, validation and certification.
Income Taxes
Our income tax provision consists of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, changes in deferred tax assets and liabilities, and changes in the tax law. We maintain a valuation allowance against the full value of U.S. and state deferred tax assets because management believes the recoverability of the tax assets is uncertain.
Results of Operations for the Nine Months Ended September 30, 2020 Compared to the Period from April 30, 2019 Through September 30, 2020
| | | |
Nine Months Ended
September 30, 2020 |
| |
April 30, 2019 Through
September 30, 2019 |
| ||||||
|
Net sales
|
| | | $ | — | | | | | $ | — | | |
| Operating expenses: | | | | | | | | | | | | | |
|
Selling and administrative expenses
|
| | | | 17,981,322 | | | | | | 96,865 | | |
|
Research and development expenses
|
| | | | 45,946,433 | | | | | | 258,096 | | |
|
Total operating expenses
|
| | | | 63,927,755 | | | | | | 354,961 | | |
|
Gain on sale of assets
|
| | | | 2,345,996 | | | | | | — | | |
|
Loss from operations
|
| | | | (61,581,759) | | | | | | (354,961) | | |
|
Other income (expense)
|
| | | | 163,402 | | | | | | (10,658) | | |
|
Interest expense
|
| | | | (901,273) | | | | | | — | | |
|
Loss before income taxes
|
| | | | (62,319,630) | | | | | | (365,619) | | |
|
Income tax expense
|
| | | | — | | | | | | — | | |
|
Net loss
|
| | | $ | (62,319,630) | | | | | $ | (365,619) | | |
Selling and Administrative Expense
Selling and administration expenses increased $17.9 million or 18,463% during the nine months ended September 30, 2020 compared to the five-month period from April 30, 2019 through September 30, 2019, as we ramped up development and organizational activities in 2020. Additionally, we accrued for approximately
46
$8.1 million of transaction expenses related to the Business Combination as described above. Further, the nine months ended September 30, 2020 includes nine months of activity versus the five-month period from April 30, 2019 through September 30, 2019.
Research and Development Expense
Research and development expenses increased $45.7 million or 17,702% during the nine months ended September 30, 2020 compared to the five-month period from April 30, 2019 through September 30, 2019 as we continued design and development work on the Endurance. Further, the nine months ended September 30, 2020 includes nine months of activity versus the five-month period from April 30, 2019 through September 30, 2019.
Gain on Sale of Assets
During the nine months ended September 30, 2020, we received approximately $2.4 million in connection with the sale of equipment we determined was not necessary for production. As the equipment was acquired from GM in November 2019 for consideration below fair value, we recorded a gain on the sale of equipment as the sale price exceeded its relative fair value.
Interest Expense
Interest expense increased $0.9 million or 100% compared to the nine months ended September 30, 2020 compared to the five-month period from April 30, 2019 through September 30, 2019, which is a result of additional funding obtained by us.
Results of Operations for the Three Months Ended September 30, 2020 Compared to 2019
The following table sets forth our historical operating results for the months ended:
| | | |
Three Months Ended
September 30, 2020 |
| |
Three Months Ended
September 30, 2019 |
| ||||||
|
Net sales
|
| | | $ | — | | | | | $ | — | | |
| Operating expenses: | | | | | | | | | | | | | |
|
Selling and adminstrative expenses
|
| | | | 12,032,463 | | | | | | 96,865 | | |
|
Research and development expenses
|
| | | | 29,966,350 | | | | | | 258,096 | | |
|
Total operating expenses
|
| | | | 41,998,813 | | | | | | 354,961 | | |
|
Loss from operations
|
| | | | (41,799,621) | | | | | | (354,961) | | |
|
Other income (expense)
|
| | | | 57,683 | | | | | | (10,658) | | |
|
Interest expense
|
| | | | (557,290) | | | | | | — | | |
|
Loss before income taxes
|
| | | | (42,498,420) | | | | | | (365,619) | | |
|
Income tax expense
|
| | | | — | | | | | | — | | |
|
Net loss
|
| | | | (42,498,420) | | | | | $ | (365,619) | | |
Selling and Administrative Expense
Selling and administrative expense increased $11.9 million or 12,322% during the three months ended September 30, 2020 compared to the three months ended September 30, 2019, as we ramped up development and organizational activities in 2020. Additionally, we accrued approximately $8.1 million of transaction expenses related to the Business Combination as described above.
Research and Development Expense
Research and development expenses increased approximately $29.7 million or 11,511% during the three months ended September 30, 2020 compared to the three months ended September 30, 2019, as we continued design and development work on the Endurance.
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Interest Expense
Interest expense increased $0.6 million or 100% during the three months ended September 30, 2020 compared to the three months ended September 30, 2019, which is a result of an additional $63.4 million in funding obtained by us.
Financial Condition, Liquidity and Capital Resources
Debt
As of September 30, 2020, we had $64.5 million in outstanding debt, all of which was repaid or converted into equity upon the consummation of the Business Combination as reflected in the section entitled “Unaudited Pro Forma Combined Condensed Financial Information.”
On November 7, 2019, we entered into an Asset Transfer Agreement, Operating Agreement and Mortgage Agreement (collectively, the “GM Property Agreements”) with GM providing for our acquisition and the continued operation of the Lordstown Complex. The GM Property Agreements provided for a deferred purchase price to be paid to GM of $20.0 million, plus interest accruing beginning on February 1, 2020 at a rate of 7.0% per year (the “GM Deferred Purchase Price Obligation”). Interest from November 7, 2019 through January 31, 2020 was imputed at a rate of 5.0%. The terms of the Operating Agreement provided that all expenses associated with the real property were to be paid by GM from November 2019 through February 2020 and subsequently reimbursed by us. We satisfied the GM Deferred Purchase Price Obligation and the expenses owed under the Operating Agreement in exchange for equity pursuant to the GM Subscription Agreement (defined below) at the Closing.
On April 17, 2020, we received a loan in the amount of $1.0 million (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) from The Huntington National Bank. The PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum.
On May 28, 2020, we executed a Convertible Promissory Notes (the “GM Convertible Note”) in favor of GM that provided additional financing to us of up to $10.0 million. As of September 30, 2020, the outstanding balance on such note was $4.8 million. We satisfied all amounts outstanding under the GM Convertible Note in exchange for equity pursuant to the GM Subscription Agreement at the Closing.
On August 1, 2020, GM entered into a Subscription Agreement (the “GM Subscription Agreement”) with us as part of the PIPE Investment pursuant to which it purchased, at the Closing, 7,500,000 shares of Class A common stock in exchange for an in-kind and cash subscription price of an aggregate of $75.0 million. In exchange for the shares of Class A common stock, GM provided approximately $24.7 million in permits associated with the Lordstown Complex, as well as settlement of the GM Deferred Purchase Price Obligation, the approximately $5.9 million due to GM for reimbursable operating costs under the Operating Agreement and the outstanding amount of approximately $5.0 million drawn on the GM Convertible Note including accrued and unpaid interest, and the remaining contribution in cash. The financing provided under the GM Convertible Note was terminated.
On August 10, 2020, we entered into a Placement Agency Agreement with Maxim Group, LLC (“Maxim”). Pursuant to the terms of the agreement, we issued Convertible Promissory Notes to a series of investors for aggregate proceeds of $24.7 million. On September 9, 2020, September 18, 2020, September 25, 2020 and October 8, 2020, we issued additional Convertible Promissory Notes for aggregate proceeds of $5.0 million, $2.6 million, $5.5 million and $2.1 million, respectively. These Convertible Promissory Notes converted into Class A common stock pursuant to their terms at the Closing.
Cash Flows
The following table provides a summary of our cash flow data for the periods indicated:
| | | |
Nine Months Ended
September 30, 2020 |
| |
For the Period April 30, 2019
to September 30, 2019 |
| ||||||
|
Net cash used by operating activities
|
| | | $ | (35,597,886) | | | | | $ | (70,619) | | |
|
Net cash provided by investing activities
|
| | | $ | 2,395,996 | | | | | $ | — | | |
|
Net cash provided by financing activities
|
| | | $ | 50,749,256 | | | | | $ | 396,000 | | |
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Net Cash Used by Operating Activities
From inception through September 30, 2019, net cash used by operating activities was $0.1 million. Net loss of $0.4 million was offset by $0.3 million of accounts payable and accrued expenses.
For the nine months ended September 30, 2020, net cash used by operating activities was $35.6 million. Net loss of $62.3 million and net gain on the disposal of equipment of $2.3 million was offset mainly by $20.6 million of accounts payable and $10.3 million of accrued liabilities and due to a related party. The large increase in the aforementioned accounts is due to us ramping up production and therefore incurring additional costs, plus the accrual of $8.1 million of transaction expenses in conjunction with the Business Combination as described above.
Net Cash Provided by (Used by) Investing Activities
From inception through September 30, 2019, there was no cash used or provided by investing activities.
For the nine months ended September 30, 2020, cash provided by investing activities relates to the proceeds from the sale of equipment amounting to $2.4 million.
Net Cash Provided by Financing Activities
From inception through September 30, 2019, cash flows from financing activities was $0.4 million, which was the result of the issuance of Legacy Lordstown common stock.
For the nine months ended September 30, 2020, cash flows from financing activities consisted of $6.4 million generated from sale of Legacy Lordstown common stock, $1.0 million from the PPP Loan and $43.3 million from related party funding.
Requirements and Resources
We estimate the following cash requirements over the approximately 12-month period from the Closing Date of the Business Combination in order to complete the design and engineering of the Endurance, retool the Lordstown Complex, prepare to enter commercial production and ramp up sales efforts:
•
approximately $120.0 million of capital expenditures for retooling the Lordstown Complex and other investments to complete the Endurance and its supply chain;
•
approximately $90.0 million for research and development to complete the design and engineering of the Endurance and complete testing, validation and certification; and
•
approximately $130.0 million in operating and general and administrative expense as we hire a skilled workforce to build the Endurance and to otherwise support commercial production and sales.
We believe the proceeds from the Business Combination will provide sufficient funds to support these activities and that, if successful, we may be able to achieve positive operating cash flow without additional external funding. However, there are significant uncertainties as to our ability to do so. Additional funding may be required for a variety of reasons, including, but not limited to, delays in anticipated schedule to complete the design of the Endurance or retooling of the Lordstown Complex, among other factors. Our budget projections may be subject to cost overruns for reasons outside of our control and we may experience slower sales growth than anticipated, which would pose a risk to our achieving cash flow positivity.
If we were to require additional funding or otherwise determined it was beneficial to seek additional sources of financing, we believe that our strong, debt-free balance sheet following the Transactions would enable us to access financing on reasonable terms. However, there can be no assurance that such financing would be available to us on favorable terms or at all. In addition to traditional sources of equity and debt capital, we could pursue governmental support.
49
Contractual Obligations and Commitments
The following table summarizes our contractual obligations and other commitments for cash expenditures as of September 30, 2020:
| | | |
Payments Due by Period
|
| |||||||||||||||||||||||||||
| | | |
Total
|
| |
Less than
1 Year |
| |
1 – 3 Years
|
| |
3 – 5 Years
|
| |
More than
5 years |
| |||||||||||||||
| Contractual Obligations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Related party notes payable
|
| | | $ | 63,480,577 | | | | | $ | 63,480,577 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
|
PPP Loan
|
| | | $ | 1,014,652 | | | | | $ | 635,985 | | | | | $ | 378,667 | | | | | $ | — | | | | | $ | — | | |
|
Operating leases
|
| | | $ | 428,292 | | | | | $ | 428,292 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
|
Total
|
| | | $ | 64,923,521 | | | | | $ | 64,544,854 | | | | | $ | 378,667 | | | | | $ | — | | | | | $ | — | | |
Additionally, refer to the “ — Financial Condition, Liquidity and Capital Resources — Debt” section above for a discussion of Convertible Promissory Notes issued by us for the nine months ended September 30, 2020.
Off-Balance Sheet Arrangements
We did not have during the periods presented any off-balance sheet arrangements, as defined under SEC rules.
Critical Accounting Policies and Estimates
Legacy Lordstown’s financial statements have been prepared in accordance with GAAP. In the preparation of these financial statements, we are required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported expenses incurred during the reporting periods. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on the financial statements. These estimates are based on our historical experience and on various other factors that management believes are reasonable under the circumstanc