0001558370-21-011564 | 10-Q | XBRL Viewer

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2021	Aug. 09, 2021
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	001-38821
Entity Registrant Name	Lordstown Motors Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-2533239
Entity Address, Address Line One	2300 Hallock Young Road
Entity Address, City or Town	Lordstown
Entity Address State Or Province	OH
Entity Address, Postal Zip Code	44481
City Area Code	234
Local Phone Number	285-4001
Title of 12(b) Security	Class A Common Stock
Trading Symbol	RIDE
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		176,977,772
Entity Central Index Key	0001759546
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false

Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
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
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 stockholder's equity	$ 687,254	$ 767,219

Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
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)
Net loss	$ (108,200)	$ (7,958)	$ (233,411)	$ (19,823)
Loss per share attributable to common shareholders
Basic & Diluted (in dollars per share)	$ (0.61)	$ (0.11)	$ (1.33)	$ (0.27)
Weighted average number of common shares outstanding
Basic & Diluted (in shares)	176,585	73,951	175,595	72,931

Statements of Stockholder's Equity - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance at Dec. 31, 2019	$ 7	$ 18,940	$ (10,391)	$ 8,556
Beginning balance (in shares) at Dec. 31, 2019	68,279
Issuance of common stock	$ 1	6,403		6,404
Issuance of common stock (in shares)	4,701
Stock compensation		1,314		1,314
Net loss			(19,823)	(19,823)
Ending balance at Jun. 30, 2020	$ 8	26,657	(30,214)	(3,549)
Ending balance (in shares) at Jun. 30, 2020	72,980
Beginning balance at Mar. 31, 2020	$ 8	25,473	(22,256)	3,225
Beginning balance (in shares) at Mar. 31, 2020	72,980
Stock compensation		1,184		1,184
Net loss			(7,958)	(7,958)
Ending balance at Jun. 30, 2020	$ 8	26,657	(30,214)	(3,549)
Ending balance (in shares) at Jun. 30, 2020	72,980
Beginning balance at Dec. 31, 2020	$ 17	765,162	(134,441)	630,738
Beginning balance (in shares) at Dec. 31, 2020	168,008
Issuance of common stock		1,098		1,098
Issuance of common stock (in shares)	614
Common stock issued for exercise of warrants	$ 1	194,797		194,798
Common stock issued for exercise of warrants (in shares)	7,984
Stock compensation		5,780		5,780
Net loss			(233,411)	(233,411)
Ending balance at Jun. 30, 2021	$ 18	966,837	(367,852)	599,003
Ending balance (in shares) at Jun. 30, 2021	176,606
Beginning balance at Mar. 31, 2021	$ 18	962,949	(259,652)	703,315
Beginning balance (in shares) at Mar. 31, 2021	176,579
Issuance of common stock		48		48
Issuance of common stock (in shares)	27
Stock compensation		3,840		3,840
Net loss			(108,200)	(108,200)
Ending balance at Jun. 30, 2021	$ 18	$ 966,837	$ (367,852)	$ 599,003
Ending balance (in shares) at Jun. 30, 2021	176,606

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
Statements of Cash Flows - USD ($) $ in Thousands	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities
Net loss	$ (233,411)	$ (19,823)
Adjustments to reconcile net loss to cash used by operating activities:
Stock-based compensation	5,780	1,314
Gain on disposal of fixed assets		(2,346)
Non-cash charge related to change in fair value of warrants	18,261
Gain on forgiveness of debt	(1,015)
Changes in assets and liabilities:
Accounts receivables	19	(13)
Prepaid expenses	726	(91)
Accounts payable	7,209	4,003
Accrued expenses and due to related party	31,057	5,568
Cash used by operating activities	(171,374)	(11,388)
Cash flows from investing activities
Purchases of capital assets	(175,601)
Proceeds from the sale of capital assets		2,396
Cash (used by) provided by investing activities	(175,601)	2,396
Cash flows from financing activities
Proceeds from notes payable		1,015
Cash proceeds from exercise of warrants	82,016
Issuance of common stock	1,098	6,403
Cash provided by financing activities	83,114	7,418
Decrease in cash and cash equivalents	(263,861)	(1,574)
Cash and cash equivalents, beginning balance	629,761	2,159
Cash and cash equivalents, ending balance	$ 365,900	$ 585

ORGANIZATION AND DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2021

ORGANIZATION AND DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

ORGANIZATION AND DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Lordstown Description of Business

Lordstown Motors Corp., a Delaware corporation (“Lordstown” or the “Company”), is an automotive company with the goal of becoming an original equipment manufacturer (OEM) of electrically powered pickup trucks and vehicles for fleet customers in pursuit of accelerating the sustainable future and setting new standards in the industry. The Company is in its initial design and testing phase related to its production of the Endurance pickup truck and has yet to bring a completed product to market.

Business Combination and Basis of Presentation

The unaudited condensed consolidated interim financial statements of Lordstown have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to these rules and regulations. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in our Form 10-K/A.

In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments necessary for a fair presentation of our interim financial results. All such adjustments are of a normal and recurring nature. The results of operations for any interim period are not indicative of results for the full fiscal year. The accompanying unaudited condensed consolidated interim financial statements include our accounts and those of our controlled subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the financial statements and the amounts of expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. The condensed consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation.

On October 23, 2020 (the “Closing Date”), Diamond Peak Holdings Corp. (“DiamondPeak”) consummated the transactions contemplated by the agreement and plan of merger (the “Merger Agreement”), dated August 1, 2020, among DiamondPeak, Lordstown EV Corporation (formerly known as Lordstown Motors Corp.), a Delaware corporation (“Legacy LMC”), and DPL Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub merged with and into Legacy LMC with Legacy LMC surviving the merger (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). On the Closing Date, and in connection with the closing of the Business Combination (the “Closing”), DiamondPeak changed its name to Lordstown Motors Corp (the “Company”) and Legacy LMC became a wholly owned subsidiary of the Company.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock, par value $0.0001 per share, of Legacy LMC (“Legacy LMC Common Stock”) was converted into 55.8817 shares (the “Exchange

Ratio”) of Class A common stock, par value $0.0001 per share, of the Company (“Class A common stock”), resulting in an aggregate of 75,918,063 shares of Class A common stock issued to Legacy LMC stockholders. At the Effective Time, each outstanding option to purchase Legacy LMC Common Stock (“Legacy LMC Options”), whether vested or unvested, was automatically converted into an option to purchase a number of shares of Class A common stock equal to the product of (x) the number of shares of Legacy LMC Common Stock subject to such Legacy LMC Option and (y) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per share of Legacy LMC Common Stock of such Legacy LMC Option immediately prior to the Effective Time divided by (B) the Exchange Ratio.

Pursuant to the Company’s Amended and Restated Certificate of Incorporation, as in effect prior to the Closing, each outstanding share of DiamondPeak’s Class B common stock, par value $0.0001 per share, was automatically converted into one share of the Company’s Class A common stock at the Closing, resulting in an issuance of 7 million shares of Class A common stock in the aggregate.

In connection with the Closing, the Company (a) issued and sold an aggregate of 50 million shares of Class A common stock for $10.00 per share at an aggregate purchase price of $500 million pursuant to previously announced subscription agreements with certain investors (the “PIPE Investors”), (b) issued an aggregate of approximately 4 million shares of Class A common stock to holders of $40 million in aggregate principal amount plus accrued interest, of Legacy LMC convertible promissory notes at a conversion price of $10.00 per share upon automatic conversion of such notes (the “Note Conversions”), and (c) issued warrants to purchase 1.6 million shares of Class A common stock (“BGL Warrants”) a purchase price of $10.00 per share to a third party. Additionally, the Company assumed 9.3 million Public Warrants (as defined below) and 5.1 million Private Warrants (as defined below) both of which were originally issued by DiamondPeak with an exercise price of $11.50. In December 2020, 2.7 million of the Public Warrants were exercised which resulted in $30.7 million in proceeds. In January 2021, a significant portion of the remaining Public Warrants and 0.6 million of the Private Warrants were exercised upon payment of the cash exercise price, which resulted in cash proceeds of $82.0 million. As of June 30, 2021, there were 2.3 million Private Warrants, 1.6 million BGL Warrants and no Public Warrants outstanding. See further discussion related to the accounting of the Public Warrants and Private Warrants in Note 3.

Pursuant to the Business Combination, the merger between a DiamondPeak and Legacy LMC was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, Legacy LMC was deemed to be the accounting acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy LMC issuing stock for the net assets of DiamondPeak, accompanied by a recapitalization. The net assets of DiamondPeak are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy LMC. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination.

As part of the Business Combination, we recorded $644.6 million in equity for the recapitalization, net of transaction costs and $100.9 million in liabilities related to the Public and Private Warrants described in Note 3. The Company received cash proceeds of $701.5 million as a result of the Business Combination which was net of the settlement of the $20.8 million related party note payable and $23.2 million in property purchased through equity both as described in Note 4. Additionally, a $5 million Convertible Note and the $5.9 million amount in Due to related party as described in Note 7 were also settled in conjunction with the Business Combination.

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

The Company had cash and cash equivalents of approximately $365.9 million and an accumulated deficit of $367.9 million at June 30, 2021 and a net loss of $233.4 million for the six months ended June 30, 2021. Since inception, the Company has been developing its flagship vehicle, the Endurance, an electric full-size pickup truck. The Company’s ability to continue as a going concern is dependent on its ability to complete the development of its electric vehicles, obtain regulatory approval, begin commercial scale production and launch the sale of such vehicles. The Company believes that its current level of cash and cash equivalents are not sufficient to fund commercial scale production and the launch of sale of such vehicles. These conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements.

In an effort to alleviate these conditions, management is currently evaluating various funding alternatives and may seek to raise additional funds through the issuance of equity, mezzanine or debt securities, through arrangements with strategic partners or through obtaining credit from government or financial institutions. As part of our funding efforts and as further described in Note 9, on July 23, 2021, the Company entered into an equity purchase agreement (the “Purchase Agreement”) with YA II PN, LTD. (“YA”), pursuant to which YA has committed to purchase up to $400 million of our Class A common stock, at our direction from time to time, subject to the satisfaction of certain conditions. The actual amount that we raise under this facility will depend on market conditions and other financing alternatives that we are exploring, as well as limitations in the agreement. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry. As a result of these uncertainties, and notwithstanding management’s plans and efforts to date, there continues to be substantial doubt about our ability to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2021

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Immaterial Correction of Error

The Company’s previously issued financial statements have been revised to remove non-cash activity that were inappropriately presented within the consolidated condensed statement of cash flows. This resulted in the removal of $3.5 million of cash provided by from financing activities with a corresponding increase in cash provided by investing activities of $1.2 million and a decrease in cash used by operating activities of $2.3 million.

The Company, in consultation with the Audit Committee of the Board of Directors, evaluated the effect of these adjustments on the Company’s consolidated financial statements under ASC 250, Accounting Changes and Error Corrections and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements and determined it was not necessary to recall its consolidated condensed financial statements as the errors did not materially misstate those consolidated financial statements. The Company looked at both quantitative and qualitative characteristics of the required corrections.

Reclassification

The Company reclassified $2.3 million of gain on sale of fixed assets to other income in order to consistently present its consolidated condensed financial statements. The reclassification did not impact net loss.

Cash and cash equivalents

Cash includes cash equivalents which are highly liquid investments that are readily convertible to cash. The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. The Company presents cash and cash equivalents within Cash and cash equivalents on the Balance Sheet.

The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to significant credit risk.

Property, plant and equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Determination of useful lives and depreciation will begin once the assets are ready for their intended use.

Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in the statement of operations. Maintenance and repair expenditures are expensed as incurred, while major improvements that increase functionality of the asset are capitalized and depreciated ratably to expense over the identified useful life. Further, interest on any debt financing arrangement is capitalized to the purchased property, plant, and equipment if the requirements for capitalization are met.

Long-lived assets, such as property, plant, and equipment are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated

undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group.

Intangible assets other than goodwill

Intangible assets include patents, copyrights, trade secrets, know-how, software, and all other intellectual property and proprietary rights connected with the electric pickup truck and other electric vehicle technology owned by Workhorse and contributed in exchange for equity in the Company. Determination of useful lives will be over the period of economic benefit and the related amortization will begin once the intangible assets are placed in use.

The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. Impairment losses are measured by comparing the estimated fair value of the asset group to its carrying value.

Research and development costs

The Company expenses research and development costs as they are incurred. Research and development costs consist primarily of personnel costs for engineering and research, prototyping costs, and contract and professional services.

Stock-based compensation

The Company has adopted ASC Topic 718, Accounting for Stock-Based Compensation (ASC 718), which establishes a fair value-based method of accounting for stock-based compensation plans. In accordance with ASC 718, the cost of stock-based awards issued to employees and non-employees over the awards' vest period is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, expected option life and risk-free interest rate.

The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. Further, pursuant to ASU 2016-09 – Compensation – Stock Compensation (Topic 718), the Company has elected to account for forfeitures as they occur.

Warrants

The Company accounts for its Public and Private Warrants as described in Note 3 in accordance with the guidance contained in ASC Topic 815-40-15-7D and 7F under which the Public Warrants and Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Public and Private Warrants as liabilities at their fair value and adjusts the Public and Private Warrants to fair value at each reporting period or at the time of settlement. Any change in fair value is recognized in the statement of operations.

Income taxes

Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC 740). Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of

assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance against its deferred tax assets.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC Topic 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.

Recent accounting pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASUs (collectively ASC 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASC 842 is effective for the Company beginning after December 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements.

FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2021

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 3 — FAIR VALUE MEASUREMENTS

The Company follows the accounting guidance in ASC Topic 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes when inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value.

The Public and Private Warrants are classified as a liability with any changes in the fair value recognized immediately in our condensed consolidated statements of operations. The following table summarizes the net gain (loss) on changes in fair value (in thousands) related to the Public and Private Warrants:


	Three months ended		Six months ended
	June 30, 2021		June 30, 2021
Public Warrants	$	—	$	(27,180)
Private Warrants		877		8,919
Net gain (loss) on changes in fair value	$	877	$	(18,261)

Observed prices for the Public Warrants were used as Level 1 inputs as they were actively traded until being redeemed in January 2021. The Private Warrants are measured at fair value using Level 3 inputs. These instruments are not actively traded and are valued using a Monte Carlo option pricing model that uses observable and unobservable market data as inputs.

A Monte Carlo model was used to simulate a multitude of price paths to measure fair value of the Private Warrants. The Monte Carlo models two possible outcomes for the stock price each trading day – up or down – based on the prior day’s price. The calculations underlying the model specify the implied risk-neutral probability that the stock price will move up or down, and the magnitude of the movements, given the stock’s volatility and the risk-free rate. This analysis simulates possible paths for the stock price over the term of the Private Warrants. For each simulated price path, we evaluate the conditions under which the Company could redeem each Private Warrant for a fraction of whole shares of the underlying as detailed within the Warrant Agreement. If the conditions are met, we assume redemptions would occur, although the Private Warrant holders would have the option to immediately exercise if it were more advantageous to do so. For each simulated price path, if a redemption does not occur the holders are assumed to exercise the Private Warrants if the stock price exceeds the exercise price at the end of the term. Proceeds from either the redemption or the exercise of the Private Warrants are reduced to a present value amount at each measurement date using the risk-free rate for each simulated price path. Present value indications from iterated priced paths were averaged to derive an indication of value for the Private Warrants.

At each measurement date, we use a stock price volatility input of 50%. This assumption considers observed historical stock price volatility of other companies operating in the same or similar industry as the Company over a period similar to the remaining term of the Private Warrants, as well as the volatility implied by the traded options of the Company. The risk-free rates utilized were 0.824% and 0.413% for the valuations as of June 30, 2021 and December 31, 2020, respectively.

The following tables summarize the valuation of our financial instruments (in thousands):


	Total		Quoted prices in active markets (Level 1)		Prices with observable inputs (Level 2)		Prices with unobservable inputs (Level 3)
June 30, 2021
Cash and cash equivalents	$	365,900	$	365,900	$	—	$	—
Public Warrants		—		—		—		—
Private Warrants		6,873		—		—		6,873

	Total		Quoted prices in active markets (Level 1)		Prices with observable inputs (Level 2)		Prices with unobservable inputs (Level 3)
December 31, 2020
Cash and cash equivalents	$	629,761	$	629,761	$	—	$	—
Public Warrants		57,515		57,515		—		—
Private Warrants		43,877		—		—		43,877

The following table summarizes the changes in our Level 3 financial instruments (in thousands):


	Balance at December 31, 2020		Additions		Settlements		Loss / (Gain) on fair value adjustments included in earnings		Balance at June 30, 2021
Private Warrants	$	43,877		—		(28,085)		(8,919)	$	6,873

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

PROPERTY, PLANT AND EQUIPMENT

6 Months Ended

Jun. 30, 2021

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT

NOTE 4 — PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net, consisted of the following:

(in thousands)


	June 30, 2021		December 31, 2020
Property, Plant & Equipment
Land	$	326	$	326
Buildings		6,223		6,223
Machinery and equipment		38,608		38,443
Vehicles		373		142
Construction in progress		240,773		56,529
	$	286,303	$	101,663
Less: Accumulated depreciation		—		—
Total	$	286,303	$	101,663

Construction in progress is primarily comprised of retooling and construction at the Company's facility in Lordstown, Ohio to ready the plant to begin the manufacturing of electric vehicles. The Company is currently reengineering its production process, bringing acquired assets up to the level needed for production and evaluating assets that will be necessary in the production of the Endurance pickup truck. Completed assets will be transferred to their respective asset classes and depreciation will begin when an asset is ready for its intended use. As of June 30, 2021, manufacturing has not begun and thus no depreciation was recognized in 2021 or 2020.

Property, plant and equipment consist of an idle assembly and manufacturing plant in Lordstown, Ohio. The facility is equipped with the tooling necessary to begin production of the Endurance pickup truck along with all personal property, purchased from GM in November 2019 for $20 million, recorded as a related party note payable. In early 2019, GM made the decision to halt manufacturing on its Chevrolet Cruze sedan which was manufactured at its Lordstown plant. The plant remained closed with no production until GM and the Company were able to agree on the terms of the asset purchase, which resulted in a purchase price significantly lower than the fair market value of the assets acquired.

The cost of property, plant and equipment includes the value of the $20.0 million related party note payable, along with any directly attributable costs of bringing the asset to its working condition and location for intended use, including direct acquisition costs and capitalized interest. The Company recorded $0.1 million of interest capitalized during 2019 and $0.3 million during the quarter ended March 31, 2020 as the facility assets underwent activities necessary to bring them to their intended use. Beginning April 1, 2020, activity on the facility stopped due to the shutdown caused by the COVID-19 pandemic. As these activities were no longer ongoing, interest capitalization on the related party note payable was suspended. Therefore, interest from April 1, 2020 through the date of the Business Combination which totaled $0.4 million was expensed as incurred. As of the date of the Business Combination, our related party note payable totaled $20.8 million and was settled as part of the Business Combination.

During the quarter ended March 31, 2020, the Company also purchased property from GM for $1.2 million which was recorded to construction in progress. The corresponding Due to related party balance was satisfied with equity at the consummation of the Business Combination as described in Note 1. See Note 7 for further details on the Due to related party balance. During the quarter ended June 30, 2020, the Company sold equipment which it determined was not necessary for production which resulted in a gain on sale of the asset for $2.3 million.

During the fourth quarter of 2020, we also recognized an additional $23.2 million of property that was exchanged for common stock as part of the Business Combination.

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2021

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6 — COMMITMENTS AND CONTINGENCIES

The Company has entered into supply agreements with Samsung and LG Energy Solution to purchase lithium-ion cylindrical battery cells. The agreements generally have initial four- to five-year terms, subject to earlier termination rights. The agreements also provide for certain pricing and minimum quantity parameters, including our obligation to purchase such minimum amounts which total approximately $16.3 million, $139.4 million and $273.6 million in 2021, 2022, and 2023, respectively, subject to change for increases in raw material pricing.

The Company is subject to various pending and threatened legal proceedings arising in the ordinary course of business. The Company records a liability for loss contingencies in the consolidated financial statements when a loss is known or considered probable and the amount can be reasonably estimated. Our provisions are based on historical experience, current information and legal advice, and they may be adjusted in the future based on new developments. Estimating probable losses requires the analysis of multiple forecasted factors that often depend on judgments and potential actions by third parties.

On October 30, 2020, the Company, together with current and former executive officers Mr. Burns, Mr. LaFleur, Mr. Post and Mr. Schmidt, and certain of our employees, were named as defendants in a lawsuit filed by Karma Automotive LLC (“Karma”) in the United States District Court for the Central District of California (“District Court”). On November 6, 2020, the District Court denied Karma’s request for a temporary restraining order. The parties engaged in discovery in anticipation of Karma seeking a preliminary injunction. To date, Karma has not moved for a preliminary injunction. Karma retained new counsel in March 2021. On April 16, 2021, Karma filed an Amended Complaint that added additional defendants (two Company employees and two Company contractors that were previously employed by Karma) and a number of additional claims alleging generally that the Company unlawfully poached key Karma employees and misappropriated Karma’s trade secrets and other confidential information. The Amended Complaint contains a total of 28 counts, including: (i) alleged violations under federal law of the Computer Fraud and Abuse Act and the Defend Trade Secrets Act, (ii) alleged violations of California law for misappropriation of trade secrets and unfair competition; (iii) common law claims for breach for breach of contract and tortious interference with contract; (iv) common law claims for breach of contract, including confidentiality agreements, employment agreements and the non-binding letter of intent; and (v) alleged common law claims for breach of duties of loyalty and fiduciary duties. The Amended Complaint also asserts claims for conspiracy, fraud, interstate racketeering activity, and violations of certain provisions of the California Penal Code relating to unauthorized computer access. Karma is seeking permanent injunctive relief and monetary damages. The Company is continuing to evaluate the matters asserted in the lawsuit, but intends to vigorously defend against these claims and believes there are strong defenses to the claims and the damages demanded. At this time, however, the Company cannot predict the outcome of this matter or estimate the possible loss or range of possible loss, if any. The proceedings are subject to uncertainties inherent in the litigation process.

Six related putative securities class action lawsuits were filed against the Company and certain of its current and former officers and directors and former DiamondPeak directors between March 18, 2021 and May 14, 2021 in the U.S. District Court for the Northern District of Ohio (Rico v. Lordstown Motors Corp., et al. (Case No. 21-cv-616); Palumbo v. Lordstown Motors Corp., et al. (Case No. 21-cv-633); Zuod v. Lordstown Motors Corp., et al. (Case No. 21-cv-720); Brury, et al. v. Lordstown Motors Corp., et al. (Case No. 21-cv-760)); Romano et al. v. Lordstown Motors Corp., et al., (Case No. 21-cv-994); and FNY Managed Accounts LLC, et al. v. Lordstown Motors Corp. et al., (Case No. 21-cv-1021)), asserting violations of federal securities laws under Section 10(b), Section 14(a), Section 20(a), and Section 20A of the Exchange Act. The complaints generally allege that the Company and individual defendants made materially false and misleading statements relating to vehicle pre-orders and production timeline. The matters have been consolidated and the Court appointed George Troicky as lead plaintiff and Labaton Sucharow LLP as lead plaintiffs’ counsel. We intend to vigorously defend against the claims. The proceedings are subject to uncertainties inherent in the litigation process. We cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any.

Four related stockholder derivative lawsuits were filed against certain of the Company’s officers and directors, former DiamondPeak directors, and against the Company as a nominal defendant between April 28, 2021 and July 9, 2021 in the U.S. District Court for the District of Delaware (Cohen, et al. v. Burns, et al. (Case No. 21-cv-604); Kelley, et al. v. Burns, et al. (Case No. 12-cv-724); Patterson, et al. v. Burns, et al. (Case No. 21-cv-910); Sarabia v. Burns, et al. (Case No. 21-cv-1010)), asserting violations of Sections 14(a) and 20(a) the Exchange Act, breach of fiduciary duty under Brophy, breach of fiduciary duty, insider selling, unjust enrichment, and waste and in two of those cases (Cohen and Kelley), violations of Sections 10(b) and 20 of the Exchange Act, and Rule 10b-5, all relating to vehicle pre-orders, production timeline, and the merger between DiamondPeak and Legacy Lordstown. Another related stockholder derivative lawsuit was filed in U.S. District Court for the Northern District of Ohio on June 30, 2021 (Thai et al. v. Burns, et al. (Case No. 21-cv-1267)), asserting violations under the Sections 10(b), 14(a), 20, 21D of the Exchange Act and Rule 10b-5, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste, based largely on the same alleged facts as the other derivative lawsuits. The first two filed derivative actions, Cohen and Kelley, were consolidated on June 10, 2021 and Johnson Fistel, LLP and Glancy Prongay & Murray LLP were appointed as co-lead counsel for plaintiffs in the consolidated derivative action. The consolidation and appointment of lead counsel both occurred prior to the filing of Patterson and Sarabia. It is unclear whether or to what extent the filing of Patterson and Sarabia will affect the consolidated matter or the status of the lead counsel. In addition, between approximately March 26, 2021 and June 24, 2021, LMC received five demands for books and records pursuant to Section 220 of the Delaware General Corporation Law from stockholders who state they are investigating whether to file similar derivative lawsuits, among other purposes. On or around July 26, 2021, the Company received a stockholder litigation demand that the Company’s board of directors investigate and commence legal proceedings against certain current and former officers and directors based on alleged breaches of fiduciary duties, corporate waste, and unjust enrichment. We intend to vigorously defend against the claims. The proceedings are subject to uncertainties inherent in the litigation process. We cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any.

The Company has also received two subpoenas from the SEC for the production of documents and information, including relating to the merger between DiamondPeak and Legacy Lordstown and pre-orders of vehicles, and the Company has been informed by the U.S. Attorney’s Office for the Southern District of New York that it is investigating these matters. The Company has cooperated, and will continue to cooperate, with these and any other regulatory or governmental investigations and inquiries.

Except as described above, the Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jun. 30, 2021
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reclassification	Reclassification The Company reclassified $2.3 million of gain on sale of fixed assets to other income in order to consistently present its consolidated condensed financial statements. The reclassification did not impact net loss.
Cash and cash equivalents	Immaterial Correction of Error The Company’s previously issued financial statements have been revised to remove non-cash activity that were inappropriately presented within the consolidated condensed statement of cash flows. This resulted in the removal of $3.5 million of cash provided by from financing activities with a corresponding increase in cash provided by investing activities of $1.2 million and a decrease in cash used by operating activities of $2.3 million. The Company, in consultation with the Audit Committee of the Board of Directors, evaluated the effect of these adjustments on the Company’s consolidated financial statements under ASC 250, Accounting Changes and Error Corrections and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements and determined it was not necessary to recall its consolidated condensed financial statements as the errors did not materially misstate those consolidated financial statements. The Company looked at both quantitative and qualitative characteristics of the required corrections. Reclassification The Company reclassified $2.3 million of gain on sale of fixed assets to other income in order to consistently present its consolidated condensed financial statements. The reclassification did not impact net loss. Cash and cash equivalents Cash includes cash equivalents which are highly liquid investments that are readily convertible to cash. The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. The Company presents cash and cash equivalents within Cash and cash equivalents on the Balance Sheet. The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to significant credit risk.
Property, plant and equipment	Property, plant and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Determination of useful lives and depreciation will begin once the assets are ready for their intended use. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in the statement of operations. Maintenance and repair expenditures are expensed as incurred, while major improvements that increase functionality of the asset are capitalized and depreciated ratably to expense over the identified useful life. Further, interest on any debt financing arrangement is capitalized to the purchased property, plant, and equipment if the requirements for capitalization are met. Long-lived assets, such as property, plant, and equipment are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group.
Intangible assets other than goodwill	Intangible assets other than goodwill Intangible assets include patents, copyrights, trade secrets, know-how, software, and all other intellectual property and proprietary rights connected with the electric pickup truck and other electric vehicle technology owned by Workhorse and contributed in exchange for equity in the Company. Determination of useful lives will be over the period of economic benefit and the related amortization will begin once the intangible assets are placed in use. The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. Impairment losses are measured by comparing the estimated fair value of the asset group to its carrying value.
Research and development costs	Research and development costs The Company expenses research and development costs as they are incurred. Research and development costs consist primarily of personnel costs for engineering and research, prototyping costs, and contract and professional services.
Stock-based compensation	Stock-based compensation The Company has adopted ASC Topic 718, Accounting for Stock-Based Compensation (ASC 718), which establishes a fair value-based method of accounting for stock-based compensation plans. In accordance with ASC 718, the cost of stock-based awards issued to employees and non-employees over the awards' vest period is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, expected option life and risk-free interest rate. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. Further, pursuant to ASU 2016-09 – Compensation – Stock Compensation (Topic 718), the Company has elected to account for forfeitures as they occur.
Warrants	Warrants The Company accounts for its Public and Private Warrants as described in Note 3 in accordance with the guidance contained in ASC Topic 815-40-15-7D and 7F under which the Public Warrants and Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Public and Private Warrants as liabilities at their fair value and adjusts the Public and Private Warrants to fair value at each reporting period or at the time of settlement. Any change in fair value is recognized in the statement of operations.
Income taxes	Income taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC 740). Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance against its deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC Topic 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.
Recent accounting pronouncements	Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASUs (collectively ASC 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASC 842 is effective for the Company beginning after December 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements.

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2021

FAIR VALUE MEASUREMENTS

Summary of the net gain on changes in fair value (in thousands) related to the Public and Private Warrants


	Three months ended		Six months ended
	June 30, 2021		June 30, 2021
Public Warrants	$	—	$	(27,180)
Private Warrants		877		8,919
Net gain (loss) on changes in fair value	$	877	$	(18,261)

Summary of the valuation of financial instruments


	Total		Quoted prices in active markets (Level 1)		Prices with observable inputs (Level 2)		Prices with unobservable inputs (Level 3)
June 30, 2021
Cash and cash equivalents	$	365,900	$	365,900	$	—	$	—
Public Warrants		—		—		—		—
Private Warrants		6,873		—		—		6,873

	Total		Quoted prices in active markets (Level 1)		Prices with observable inputs (Level 2)		Prices with unobservable inputs (Level 3)
December 31, 2020
Cash and cash equivalents	$	629,761	$	629,761	$	—	$	—
Public Warrants		57,515		57,515		—		—
Private Warrants		43,877		—		—		43,877

Schedule of gain (loss) in fair value recognized in earnings


	Balance at December 31, 2020		Additions		Settlements		Loss / (Gain) on fair value adjustments included in earnings		Balance at June 30, 2021
Private Warrants	$	43,877		—		(28,085)		(8,919)	$	6,873

ORGANIZATION AND DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Thousands			1 Months Ended		3 Months Ended		6 Months Ended
	Jul. 23, 2021 USD ($) shares	Oct. 23, 2020 USD ($) $ / shares shares	Jan. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2020 USD ($)
Business Acquisition [Line Items]
Common stock, par value \| $ / shares		$ 0.0001		$ 0.0001	$ 0.0001		$ 0.0001
Exchange ratio		55.8817
Shares issued per share tendered in conversion \| shares		1
Shares issued in conversion \| shares		7,000,000
Common stock issued \| shares		50,000,000
Shares issued price per share \| $ / shares		$ 10.00
Proceeds from stock issuance		$ 500,000					$ 1,098	$ 6,403
Shares issued upon notes conversion \| shares		4,000,000
Value of shares issued upon notes conversion		$ 40,000
Conversion price per share \| $ / shares		$ 10.00
Warrants to purchase common stock \| shares		1,600,000
Warrant exercise price \| $ / shares		$ 11.50
Common stock issued for exercise of warrants (in shares) \| shares			600,000	2,700,000
Cash proceeds from exercise of warrants			$ 82,000	$ 30,700			82,016
Common stock issued in recapitalization, net of redemptions and transaction costs		$ 644,600
Warrant liability		100,900		101,392	$ 6,873		6,873
Cash received in recapitalization, net of transaction costs		701,500
Cash and cash equivalents				629,761	365,900		365,900
Accumulated deficit				134,441	367,852		367,852
Net loss					108,200	$ 7,958	233,411	19,823
Issuance of common stock					$ 48		$ 1,098	$ 6,404
Subsequent Event [Member] \| Equity Funding Agreement With Y A [Member]
Business Acquisition [Line Items]
Common stock issued \| shares	371,287
Subsequent Event [Member] \| Scenario, Plan [Member] \| Equity Funding Agreement With Y A [Member]
Business Acquisition [Line Items]
Issuance of common stock	$ 400,000
GM
Business Acquisition [Line Items]
Due to related parties		$ 5,900
Merger Agreement With Diamond Peak Holdings Corp [Member]
Business Acquisition [Line Items]
Shares issued in merger \| shares		75,918,063
Property acquired in business combination		$ 23,200		$ 23,200
Merger Agreement With Diamond Peak Holdings Corp [Member] \| Convertible Note
Business Acquisition [Line Items]
Liabilities settled		5,000
Merger Agreement With Diamond Peak Holdings Corp [Member] \| GM \| Note Payable to GM
Business Acquisition [Line Items]
Liabilities settled		$ 20,800
B G L Warrants [Member]
Business Acquisition [Line Items]
Warrants outstanding \| shares					1,600,000		1,600,000
Public Warrants [Member]
Business Acquisition [Line Items]
Warrants outstanding \| shares		9,300,000			0		0
Private Placement Warrants [Member]
Business Acquisition [Line Items]
Warrants outstanding \| shares		5,100,000			2,300,000		2,300,000

FAIR VALUE MEASUREMENTS - Assets, Liabilities, Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Loss / (Gain) on fair value adjustments included in earnings	$ (877)	$ 18,261
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Loss / (Gain) on fair value adjustments included in earnings	(877)	(8,919)
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Loss / (Gain) on fair value adjustments included in earnings		27,180
Fair Value, Inputs, Level 3 [Member] \| Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	6,873	6,873	$ 43,877
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative liability, beginning balance		43,877
Settlements		(28,085)
Loss / (Gain) on fair value adjustments included in earnings		(8,919)
Derivative liability, ending balance	6,873	6,873
Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	365,900	365,900	629,761
Fair Value, Recurring [Member] \| Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	6,873	6,873	43,877
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative liability, beginning balance		43,877
Derivative liability, ending balance	6,873	6,873
Fair Value, Recurring [Member] \| Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability			57,515
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative liability, beginning balance		57,515
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	365,900	365,900	629,761
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member] \| Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability			57,515
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative liability, beginning balance		57,515
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member] \| Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	6,873	6,873	$ 43,877
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative liability, beginning balance		43,877
Derivative liability, ending balance	$ 6,873	$ 6,873

PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended		7 Months Ended	12 Months Ended
	Nov. 30, 2019	Mar. 31, 2021	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Oct. 23, 2020	Dec. 31, 2019	Dec. 31, 2020	Nov. 07, 2019
Property, Plant and Equipment
Property, Plant and Equipment, Gross				$ 286,303				$ 101,663
Total				286,303				101,663
Depreciation expense				0	$ 0
Purchase of property, plant and equipment	$ 20,000
Proceeds from the sale of capital assets					2,396
Gain on disposal of fixed assets			$ 2,300		2,346
Merger Agreement With Diamond Peak Holdings Corp [Member]
Property, Plant and Equipment
Property acquired in business combination						$ 23,200		23,200
GM
Property, Plant and Equipment
Purchase of property, plant and equipment					$ 1,200
GM \| Note Payable to GM
Property, Plant and Equipment
Note Payable issued									$ 20,000
Interest expense capitalized		$ 300	300				$ 100
Interest expense						400
Amount outstanding						$ 20,800
Land
Property, Plant and Equipment
Property, Plant and Equipment, Gross				326				326
Buildings
Property, Plant and Equipment
Property, Plant and Equipment, Gross				6,223				6,223
Machinery and equipment
Property, Plant and Equipment
Property, Plant and Equipment, Gross				38,608				38,443
Vehicles
Property, Plant and Equipment
Property, Plant and Equipment, Gross				373				142
Construction in progress
Property, Plant and Equipment
Property, Plant and Equipment, Gross				$ 240,773				$ 56,529
Purchase of property, plant and equipment			$ 1,200

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions		2 Months Ended		3 Months Ended	6 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Jun. 10, 2021 item	Jul. 09, 2021 item	May 14, 2021 item	Jun. 24, 2021 item	Jun. 30, 2021 USD ($) item	Apr. 16, 2021 employee item
Lawsuit Alleging Misappropriation Of Trade Secrets [Member]
Loss Contingency, Information about Litigation Matters [Abstract]
Number of employees \| employee						2
Number of company contractors						2
Number of counts in amended complaint						28
Class Action Lawsuits Alleging Securities Laws Violations [Member]
Loss Contingency, Information about Litigation Matters [Abstract]
Number of suits or actions filed			6
Stockholder Derivative Complaints [Member]
Loss Contingency, Information about Litigation Matters [Abstract]
Number of suits or actions filed		4
Number of cases consolidated by the court	2
Number of demands for books and records				5
S E C Inquiry Relating To Merger [Member]
Loss Contingency, Information about Litigation Matters [Abstract]
Number of subpoenas received					2
Supply Agreement with Samsung and LG Energy Solution
Supply Commitment [Line Items]
2021 \| $					$ 16.3
2022 \| $					139.4
2023 \| $					$ 273.6
Minimum \| Supply Agreement with Samsung and LG Energy Solution
Supply Commitment [Line Items]
Supply agreement term					4 years
Maximum \| Supply Agreement with Samsung and LG Energy Solution
Supply Commitment [Line Items]
Supply agreement term					5 years

RELATED PARTY TRANSACTIONS (Details) $ in Thousands		1 Months Ended			3 Months Ended		6 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS (Details) $ in Thousands	Nov. 07, 2019 USD ($) item	Nov. 30, 2020 USD ($) item	Aug. 31, 2020	Nov. 30, 2019 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)	Jun. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jun. 30, 2021	Oct. 23, 2020 USD ($)	May 28, 2020 USD ($)	Feb. 01, 2020
Related Party Transaction [Line Items]
Purchase of property, plant and equipment				$ 20,000
GM
Related Party Transaction [Line Items]
Related party expense							$ 2,100
Purchase of property, plant and equipment							$ 1,200
Due to related parties										$ 5,900
Agreement Term			3 years
Agreement Term Qualifier Period			10 months
Percentage of market price			75.00%
GM \| Convertible Note
Related Party Transaction [Line Items]
Maximum borrowing capacity											$ 10,000
GM \| Note Payable to GM
Related Party Transaction [Line Items]
Principal amount	$ 20,000
Interest rate stated percentage									7.00%			5.00%
Interest cost capitalized as part of PPE					$ 300	$ 300		$ 100
Amount outstanding										$ 20,800
Transaction with Workhorse Group Inc
Related Party Transaction [Line Items]
Percentage ownership conveyed in connection with license agreement	10.00%
Royalty percentage	1.00%	1.00%
Prepaid Royalties		$ 4,750
Number of vehicles subject to royalty \| item	200,000	200,000

CAPITAL STOCK AND LOSS PER SHARE (Details) - $ / shares	3 Months Ended		6 Months Ended
CAPITAL STOCK AND LOSS PER SHARE (Details) - $ / shares	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Oct. 23, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares authorized per Charter	312,000,000		312,000,000
Common Stock, Shares Authorized	300,000,000		300,000,000		300,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	12,000,000		12,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001
Common stock, shares issued	176,606,440		176,606,440		168,007,960
Common stock, shares outstanding	176,606,440		176,606,440		168,007,960
BASIC AND DILUTED LOSS PER SHARE
Basic and diluted weighted average shares outstanding	176,585,000	73,951,000	175,595,000	72,931,000
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share equivalents	3,800,000
B G L Warrants [Member] \| Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share equivalents	1,600,000
Private Placement Warrants [Member] \| Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share equivalents	2,300,000

SUBSEQUENT EVENT (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	6 Months Ended
	Jul. 23, 2021	Oct. 23, 2020	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020
Subsequent Event [Line Items]
Issuance of common stock			$ 48	$ 1,098	$ 6,404
Common stock issued		50,000,000
Subsequent Event [Member] \| Equity Funding Agreement With Y A [Member]
Subsequent Event [Line Items]
Agreement Term	36 months
Exchange cap (in shares)	35,144,690
Exchange cap, as percentage of outstanding shares	19.90%
Minimum share price	$ 7.48
Advance Notice maximum percentage	30.00%
Advance Notice maximum requirement	$ 30,000
Advance Notice share price, as percentage of VWAP	97.00%
Common stock issued	371,287
Subsequent Event [Member] \| Equity Funding Agreement With Y A [Member] \| Scenario, Plan [Member]
Subsequent Event [Line Items]
Issuance of common stock	$ 400,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net Cash Provided by (Used in) Financing Activities			$ 83,114	$ 7,418
Net Cash Provided by (Used in) Investing Activities			(175,601)	2,396
Net Cash Provided by (Used in) Operating Activities			(171,374)	(11,388)
Other income (expense)	$ 1,877	$ 2,346	(17,255)	$ 2,472
Revision of Prior Period, Error Correction, Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net Cash Provided by (Used in) Financing Activities			(3,500)
Net Cash Provided by (Used in) Investing Activities			1,200
Net Cash Provided by (Used in) Operating Activities			2,300
Revision of Prior Period, Reclassification, Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Gain on sale of assets			(2,300)
Other income (expense)			$ 2,300

FAIR VALUE MEASUREMENTS (Details) $ in Thousands	3 Months Ended	6 Months Ended
FAIR VALUE MEASUREMENTS (Details) $ in Thousands	Jun. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Net loss on fair value adjustment	$ 877	$ (18,261)
Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Net loss on fair value adjustment	$ 877	8,919
Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Net loss on fair value adjustment		$ (27,180)
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.50	0.50	0.50
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.00824	0.00824	0.00413

NOTE PAYABLE (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
NOTE PAYABLE (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Apr. 17, 2020
Debt Instrument [Line Items]
Loan amount			$ 1,015
Debt forgiven		$ 1,015
PPP Loan
Debt Instrument [Line Items]
Loan amount				$ 1,000
Loan term				2 years
Debt forgiven	$ 1,000

Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020	Oct. 23, 2020
Balance Sheets
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	176,606,440	168,007,960
Common stock, shares outstanding	176,606,440	168,007,960