0001759546false00017595462021-08-112021-08-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 11, 2021

LORDSTOWN MOTORS CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-38821

83-2533239

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

2300 Hallock Young Road

Lordstown, Ohio 44481

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (234) 285-4001

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

  

Trading Symbol(s)

  

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

RIDE

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02

Results of Operations and Financial Condition

On August 11, 2021, Lordstown Motors Corp. (the “Company”) issued a press release reporting its financial results for the quarter ended June 30, 2021. A copy of the release is attached as Exhibit 99.1.

 

7

Item 7.01

Regulation FD

On August 11, 2021, the Company posted the Lordstown Motors Corp. 2Q21 Earnings Call presentation dated August 11, 2021, which contains information regarding its second quarter financial results and business update, on its website, www.lordstown.com, under “Investors.”  The content of the Company’s website is not incorporated by reference in this Current Report on Form 8-K.

The information in this Current Report on Form 8-K is being furnished pursuant to Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD. In accordance with General Instruction B.2 of Form 8-K, the information in this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number

    

Description

99.1

Press Release of Lordstown Motors Corp. dated August 11, 2021

104

Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LORDSTOWN MOTORS CORP.

By:

/s/ Rebecca A Roof

Name:

Rebecca A Roof

Title:

Interim Chief Financial Officer

Date: August 11, 2021

Ex. 99.1

Shape

Description automatically generated with medium confidence

Lordstown Motors Reports Second Quarter 2021 Financial Results

LORDSTOWN, OH (August 11, 2021) – Lordstown Motors Corp. (Nasdaq: RIDE), (“Lordstown Motors”), a leader in electric light duty trucks focused on the commercial fleet market, today released its second quarter 2021 financial results and provided a business outlook.

Key Business Highlights

Reported second quarter 2021 net loss of $108 million, capex of $121 million and cash of $366 million on June 30, 2021.
Beginning limited vehicle production in late September.
Lordstown plant is production ready with retooling of stamping, assembly, body, and paint shops completed
Battery line is fully commissioned and first electric hub motor line has been site commissioned and is currently being installed.
Strengthened leadership is unlocking the value of Lordstown Motors by introducing five strategic priorities to expand go forward commercial strategy.
Recently secured an equity purchase agreement for access to $400 million in capital; due diligence underway with multiple strategic partners that come with potential capital infusion as well as pursuing external capital sources including debt and equity-linked securities.

Executive Commentary

“In the second quarter, we continued to make great strides towards our objective of delivering a revolutionary electric pickup truck,” stated Lordstown Motors’ Executive Chairwoman Angela Strand. “This included completing retooling of several critical areas of our Lordstown facility and concluding our beta build program. Beta builds have successfully completed numerous independent third-party crash tests and are achieving the standard requirements to meet FVMSS and plan for a five-star crash rating. A particular highlight during the quarter was Lordstown Week. During this week-long period, we proudly opened our doors and showcased our great team and technology, demonstrating the capacity and flexibility of our plant, our capable team and our innovative technologies.”


“We are also evaluating potential strategic partners, with multiple industry participants recognizing the tremendous advantages available to them from utilizing our well situated, 6.2 million square foot manufacturing plant and 650 acre campus. The size and scope of our facility is such that we could easily accommodate additional manufacturing partners while still affording us the ability to build a successful Endurance program and leverage its skateboard for additional models in the years ahead.”

“We are launching the Endurance with a prudent ramp of production given a challenging industry and supply chain landscape. We are on track to begin limited production at the end of September and through the fourth quarter and complete vehicle validation and regulatory approvals in December and January. This will be followed by deployments with selected early customers in Q1 in advance of commercial deliveries in early Q2, with the ramp steepening the second half of next year.”

2021 Objectives and Financial Outlook

We are updating the financial outlook for 2021 that we previously provided with our first quarter 2021 earnings release. Revised guidance is as follows:

Expected Endurance production in 2021 will be limited to coincide with commercialization roadmap.
Expected capital expenditures of between $375 and $400 million, largely related to prepayments for hard tool purchases.
Expected operating expenses of between $95 and $105 million in selling, general and administrative (SG&A) costs and between $310 and $320 million in research and development (R&D) costs.
Expected end of 3Q21 liquidity of between $225 and $275 million in cash and cash equivalents without including any funds from a capital raise.

Conference call Information

Lordstown Motors will host a conference call at 4:30 p.m. Eastern Time today (Wednesday, August 11, 2021). The call can be accessed via a live webcast that is accessible on the Events page of Lordstown Motors’ Investor Relations website at https://investor.lordstownmotors.com/. An archive of the webcast will be available shortly after the call.


Financial Results

Lordstown Motors Corp.

Consolidated Statement of Operations

(Amounts in thousands, except per share data -- Unaudited)

Three months ended

Three months ended

    

Six months ended

    

Six months ended

    

June 30, 2021

    

June 30, 2020

June 30, 2021

    

June 30, 2020

Net sales

$

$

$

    

$

Operating expenses

 

  

 

  

 

  

    

 

Selling and administrative expenses

 

33,793

5,155

 

48,187

    

 

8,677

Research and development expenses

 

76,544

4,786

 

168,356

    

 

13,254

Total operating expenses

$

110,337

$

9,941

$

216,543

    

$

21,931

Loss from operations

 

(110,337)

(9,941)

$

(216,543)

    

$

(21,931)

Other income (expense)

 

  

 

  

 

  

    

 

Other income (expense)

 

1,877

2,346

 

(17,255)

    

 

2,472

Interest income (expense)

 

260

(363)

 

387

    

 

(364)

Loss before income taxes

$

(108,200)

$

(7,958)

$

(233,411)

    

$

(19,823)

Income tax expense

 

 

 

    

 

Net loss

$

(108,200)

$

(7,958)

$

(233,411)

    

$

(19,823)

Loss per share attributable to common shareholders

 

  

 

  

 

  

    

 

  

Basic & Diluted

(0.61)

(0.11)

(1.33)

    

(0.27)

Weighted-average number of common shares outstanding

 

  

 

  

 

  

    

 

  

Basic & Diluted

 

176,585

73,951

 

175,595

    

 

72,931

All activity and balances related to common stock prior to the business combination have been restated based on the Exchange Ratio in the Merger Agreement.


Lordstown Motors Corp.

Consolidated Balance Sheets

(Amounts in thousands except share data -- Unaudited)

- -

    

Restated

June 30, 2021

December 31, 2020

ASSETS:

  

  

Current Assets

 

  

 

  

Cash and cash equivalents

$

365,900

$

629,761

Accounts receivable

 

2

 

21

Prepaid expenses and other current assets

 

19,188

 

24,663

Total current assets

$

385,090

$

654,445

Property, plant and equipment

 

286,303

 

101,663

Intangible assets

 

11,111

 

11,111

Other non-current assets

4,750

Total Assets

$

687,254

$

767,219

LIABILITIES AND STOCKHOLDERS’ EQUITY:

 

  

 

  

Current Liabilities

 

  

 

  

Accounts payable

$

48,785

$

32,536

Accrued and other current liabilities

 

32,593

 

1,538

Total current liabilities

$

81,378

$

34,074

Note payable

 

 

1,015

Warrant liability

6,873

101,392

Total liabilities

$

88,251

$

136,481

Stockholders’ equity

 

  

 

  

Class A common stock, $0.0001 par value, 300,000,000 shares authorized; 176,606,440 and 168,007,960 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

$

18

$

17

Additional paid in capital

 

966,837

 

765,162

Accumulated deficit

 

(367,852)

 

(134,441)

Total stockholders’ equity

$

599,003

$

630,738

Total liabilities and stockholders' equity

$

687,254

$

767,219

-


About Lordstown Motors Corp.

Lordstown Motors Corp. is an Ohio-based original equipment manufacturer of light duty fleet vehicles, founded with the purpose of transforming Ohio's Mahoning Valley and Lordstown, Ohio, into the epicenter of electric-vehicle manufacturing. The company owns the 6.2 million square foot Lordstown Assembly Plant where it plans to build the Lordstown Endurance, believed to be the world's first full-size, all-electric pickup truck designed to serve the commercial fleet market. For additional information visit www.lordstownmotors.com.

Forward Looking Statements

This press release includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “feel,” “believes,” expects,” “estimates,” “projects,” “intends,” “should,” “is to be,” or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors, including, but not limited to: our significant projected funding needs; the availability, timing and terms of any financing that we may pursue; our limited operating history; risks related to the rollout of our business and the timing of expected business milestones, including our ability to complete the engineering of the Endurance, to establish appropriate supplier relationships, to successfully complete testing and to start production of the Endurance in accordance with our projected timeline and budget; risks associated with the conversion and retooling of our facility and ramp up of production; our inability to obtain binding purchase orders from customers and potential customers’ inability to integrate our electric vehicles into their existing fleets; competition in the electric pickup truck market; our inability to retain key personnel and to hire additional personnel; our inability to develop a sales distribution network; and the ability to protect our intellectual property rights. Any forward-looking statements speak only as of the date on which they are made, and Lordstown Motors Corp. undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

Contacts:

Investors

Carter W. Driscoll, CFA

lordstownIR@icrinc.com

Media

Kimberly Spell

kimberly.spell.ext@lordstownmotors.com