UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 2.02 | Results of Operations and Financial Condition |
On February 28, Lordstown Motors Corp. (the “Company”) issued a press release reporting its financial results for the quarter ended December 31, 2021. A copy of the release is attached as Exhibit 99.1.
Item 7.01 | Regulation FD |
On February 28, 2022, the Company posted the Lordstown Motors Corp. 4Q21 Earnings Call presentation dated February 28, 2022, which contains information regarding its fourth 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 |
| Description |
99.1 | Press Release of Lordstown Motors Corp. dated February 28, 2022 | |
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/ Adam Kroll | |
Name: | Adam Kroll | |
Title: | Chief Financial Officer | |
Date: February 28, 2022 | ||
Lordstown Motors Reports Fourth Quarter and Fiscal Year 2021
Financial Results
LORDSTOWN, OH (February 28, 2022) – Lordstown Motors Corp. (Nasdaq: RIDE), (“Lordstown Motors” or “LMC”), a provider of electric light duty trucks focused on the commercial fleet market, today released its fourth quarter and fiscal year 2021 financial results and provided a business update.
Fourth Quarter and Recent Key Business Highlights
| ● | Ended 2021 with a cash balance of $244 million, $79 million above the midpoint of the previously issued outlook on disciplined spending, favorable working capital, additional equity issuances and a deferral of certain investments into 2022 |
| ● | Executed the asset purchase agreement with Foxconn to initiate the Company’s strategic shift to a less capital-intensive business model focused on developing, engineering, testing and industrializing vehicles in partnership with Foxconn, with Foxconn manufacturing the Endurance in the Lordstown facility |
| ● | Raised $182 million in capital, comprised primarily of $100 million in down payments by Foxconn for sale of the Lordstown facility, $50 million from the sale of common stock to Foxconn and $30 million in other equity issuances; an additional $50 million down payment from Foxconn was received on January 28, 2022 |
| ● | Began building and testing Endurance pre-production vehicles for validation and homologation |
| ● | Strengthened the senior leadership team and managed a challenging operating environment throughout 2021, including the impacts of COVID-19 and supply chain disruptions |
Outlook:
| ● | Reaffirm third quarter 2022 target for commercial production and sales of the Endurance |
| ● | Expect commercial production and sales of the Endurance of approximately 500 units in 2022 growing to as many as 2,500 units in 2023 |
| ● | Anticipate investments in hard tooling and other actions to drive significant reduction in the Endurance bill of materials into 2023 and beyond |
| ● | Working toward finalizing the Foxconn transaction, including the contract manufacturing agreement, and seeking an agreement and funding structure to develop new vehicles in collaboration with Foxconn based off the MIH platform |
| ● | Continue efforts to raise additional capital to fund commercial launch of the Endurance and operating plan |
Executive Commentary
“The fourth quarter marked a significant strategic shift for Lordstown Motors,” said Dan Ninivaggi, Chief Executive Officer of Lordstown, “We executed the asset purchase agreement with Foxconn and have made substantial progress on the terms of our contract manufacturing agreement, subject to review by the Committee on Foreign Investment in the US (CFIUS). I believe the Foxconn partnership is a critical step in unlocking the full potential of the Lordstown facility and brings multiple benefits to LMC. Our ongoing discussions with Foxconn are focused on reaching a definitive agreement for the joint development of future vehicles off the MIH platform with an appropriate funding structure to enable us to raise the necessary capital for the success of our partnership.”
“Our organization’s top priority remains bringing the Lordstown Endurance full size all-electric pickup to market as quickly and efficiently as possible,” said Edward Hightower, President of Lordstown. “In the fourth quarter and into 2022, we continued to build and test pre-production vehicles that we are using to complete a variety of validation activities needed to achieve full homologation. Despite ongoing challenges securing parts and other supply chain issues, we continue to target commercial production and sales in the third quarter of 2022. We have a unique vehicle that will offer a superior combination of handling, traction control, torque and turning radius that we are confident will be appreciated by our customers. With fewer moving parts than more conventional propulsion systems, we also believe the Endurance will have advantages in overall maintenance costs.”
Fourth Quarter 2021 Results
In the fourth quarter, we incurred $85 million in operating expenses and $30 million in capital expenditures to continue our progress towards the commercial launch of the Endurance. We also raised $182 million in new capital, including $150 million from Foxconn in equity and down payments under the asset purchase agreement, and $30 million primarily from equity issuances under our equity purchase agreement.
“I am truly pleased by how our team navigated through 2021 given the macro headwinds, our strategic shift, and management transitions” said Adam Kroll, Chief Financial Officer of Lordstown. “We exercised discipline in our spending activity, made substantial progress towards the launch of the Endurance, and invested in our people, processes and technologies. However, we understand that raising additional capital in the near term is critical to the successful launch of the Endurance and the execution of our operating plan.”
For the full year, we expended $388 million in operating cash flow and $286 million in investing, along with raising $288 million from financing activities. The capital raises consisted of the $150 million from Foxconn, $82 million from the exercise of warrants and almost $56 million from the equity purchase agreement and employee option exercises.
Please refer to “Forward Looking Statements” below.
Conference call Information
Lordstown Motors will host a conference call at 8:30 a.m. Eastern Time today (Monday, February 28, 2022). The call can be accessed via a live webcast that is accessible on the Events page of Lordstown Motors’ Investor Relations website, as well as the investor presentation deck, at https://investor.lordstownmotors.com/. An archive of the webcast will be available shortly after the call.
About Lordstown Motors Corp.
Lordstown Motors is an electric vehicle (EV) innovator developing high-quality light duty commercial fleet vehicles, with the Endurance all electric pick-up truck as its first vehicle being launched in the Lordstown, Ohio facility. Lordstown Motors has engineering, research and development facilities in Farmington Hills, Michigan and Irvine, California. For additional information visit www.lordstownmotors.com.
Contacts:
Investors
Carter W. Driscoll, CFA
IR@lordstownmotors.com
Media
Colleen Robar
crobar@robarpr.com
313.207.5960
Financial Results
Lordstown Motors Corp.
Consolidated Statements of Operations
(Amounts in thousands, except per share data -- Unaudited)
| | Three months ended | | Three months ended | | Year ended |
| Year ended | ||||
| | December 31, 2021 | | December 31, 2020 | | December 31, 2021 | | December 31, 2020 | ||||
Net sales | | $ | — | | $ | — | | $ | — | | $ | — |
Operating expenses | |
|
| |
| | |
|
| |
| |
Selling, general and administrative expenses | |
| 25,894 | | | 10,606 | |
| 105,362 | |
| 31,316 |
Research and development expenses | |
| 58,770 | | | 27,747 | |
| 284,016 | |
| 70,967 |
Amortization of intangible assets | | | — | | | — | | | 11,111 | | | — |
Total operating expenses | | $ | 84,664 | | $ | 38,353 | | $ | 400,489 | | $ | 102,283 |
Loss from operations | |
| (84,664) | | | (38,353) | | | (400,489) | | | (102,283) |
Other income (expense) | |
|
| |
|
| |
|
| |
| |
Other income (expense) | |
| 3,709 | | | (23,396) | |
| (10,079) | |
| (20,866) |
Interest (expense) income | |
| (196) | | | 20 | |
| 200 | |
| (901) |
Loss before income taxes | | $ | (81,151) | | $ | (61,729) | | $ | (410,368) | | $ | (124,050) |
Income tax expense | |
| — | |
| — | |
| — | |
| — |
Net loss | | $ | (81,151) | | $ | (61,729) | | $ | (410,368) | | $ | (124,050) |
Loss per share attributable to common shareholders | |
|
| |
|
| |
|
| |
|
|
Basic & Diluted | | | (0.42) | | | (0.37) | | | (2.27) | | | (1.28) |
Weighted-average number of common shares outstanding | |
|
| |
|
| |
|
| |
|
|
Basic & Diluted | |
| 193,034 | | | 165,968 | |
| 180,722 | |
| 96,716 |
Lordstown Motors Corp.
Consolidated Statements of Operations
(Amounts in thousands, except per share data -- Unaudited)
| | Three months ended | | Three months ended | | Three months ended | | Three months ended | ||||
| | March 31, 2021 | | June 30, 2021 | | September 30, 2021 | | December 31, 2021 | ||||
Net sales | | $ | — | | $ | — | | $ | — | | $ | — |
Operating expenses | | |
| | | | | | | |
|
|
Selling, general and administrative expenses | | | 14,394 | | | 33,793 | | | 31,281 | |
| 25,894 |
Research and development expenses | | | 91,812 | | | 76,544 | | | 56,890 | |
| 58,770 |
Amortization of intangible assets | | | — | | | — | | | 11,111 | | | — |
Total operating expenses | | $ | 106,206 | | $ | 110,337 | | $ | 99,282 | | $ | 84,664 |
Loss from operations | | | (106,206) | | | (110,337) | | | (99,282) | |
| (84,664) |
Other (expense) income | | |
| | | | | | | |
|
|
Other (expense) income | | | (19,132) | | | 1,877 | | | 3,467 | |
| 3,709 |
Interest income (expense) | | | 127 | | | 260 | | | 9 | |
| (196) |
Loss before income taxes | | $ | (125,211) | | $ | (108,200) | | $ | (95,806) | | $ | (81,151) |
Income tax expense | | | — | | | — | | | — | |
| — |
Net loss | | $ | (125,211) | | $ | (108,200) | | $ | (95,806) | | $ | (81,151) |
Loss per share attributable to common shareholders | | | | | | | | | | |
|
|
Basic & Diluted | | | (0.72) | | | (0.61) | | | (0.54) | | | (0.42) |
Weighted-average number of common shares outstanding | | | | | | | | | | |
|
|
Basic & Diluted | | | 174,325 | | | 176,585 | | | 178,761 | |
| 193,034 |
Lordstown Motors Corp.
Consolidated Balance Sheets
(Amounts in thousands except share data)
| | | | | | |
|
| | | | ||
| | December 31, 2021 | | December 31, 2020 | ||
ASSETS: | | |
| | |
|
Current Assets |
| |
|
| |
|
Cash and cash equivalents | | $ | 244,016 | | $ | 629,761 |
Accounts receivable | |
| — | |
| 21 |
Prepaid expenses and other current assets | |
| 47,121 | |
| 24,663 |
Total current assets | | $ | 291,137 | | $ | 654,445 |
Property, plant and equipment | |
| 382,746 | |
| 101,663 |
Intangible assets | |
| 1,000 | |
| 11,111 |
Other non-current assets | | | 13,900 | | | — |
Total Assets | | $ | 688,783 | | $ | 767,219 |
LIABILITIES AND STOCKHOLDERS’ EQUITY: | |
|
| |
|
|
Current Liabilities | |
|
| |
|
|
Accounts payable | | $ | 12,098 | | $ | 32,536 |
Accrued and other current liabilities | |
| 35,507 | |
| 1,538 |
Purchase price down payment from Foxconn | |
| 100,000 | |
| — |
Total current liabilities | | $ | 147,605 | | $ | 34,074 |
Note payable | |
| — | |
| 1,015 |
Warrant and other non-current liabilities | | | 1,578 | | | 101,392 |
Total liabilities | | $ | 149,183 | | $ | 136,481 |
Stockholders’ equity | |
|
| |
|
|
Class A common stock, $0.0001 par value, 300,000,000 shares authorized; 196,391,349 and 168,007,960 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | | $ | 19 | | $ | 17 |
Additional paid in capital | |
| 1,084,390 | |
| 765,162 |
Accumulated deficit | |
| (544,809) | |
| (134,441) |
Total stockholders’ equity | | $ | 539,600 | | $ | 630,738 |
Total liabilities and stockholders' equity | | $ | 688,783 | | $ | 767,219 |
- - -
Lordstown Motors Corp.
Consolidated Statements of Cash Flow
(Amounts in thousands except share data)
| | Year ended | | Year ended | ||
|
| December 31, 2021 |
| December 31, 2020 | ||
Cash flows from operating activities |
| |
|
| |
|
Net loss | | $ | (410,368) | | $ | (124,050) |
Adjustments to reconcile net loss to cash used by operating activities: | |
| | |
|
|
Stock-based compensation | |
| 18,689 | |
| 2,755 |
Non-cash change in fair value related to warrants | |
| 11,873 | |
| 23,493 |
Amortization of intangible assets | | | 11,111 | | | — |
Forgiveness of note payable | | | (1,015) | | | — |
Gain on disposal of fixed assets | | | — | | | (2,346) |
Changes in assets and liabilities: | | | | | | |
Accounts receivables | |
| 21 | |
| (21) |
Prepaid expenses and other assets | |
| (34,124) | |
| (24,663) |
Accounts payable | |
| (17,008) | |
| 25,767 |
Accrued expenses and other liabilities | | | 32,831 | | | (531) |
Cash used by operating activities | | $ | (387,990) | | $ | (99,596) |
| | | | | | |
Cash flows from investing activities | | |
| | |
|
Purchases of capital assets | | $ | (284,514) | | $ | (52,645) |
Purchase of intangible assets | | | (1,000) | | | — |
Proceeds from the sale of capital assets | | | — | | | 2,396 |
Cash used by investing activities | | $ | (285,514) | | $ | (50,249) |
| | | | | | |
Cash flows from financing activities | | |
| | |
|
Down payment received from Foxconn | | $ | 100,000 | | $ | — |
Cash proceeds from exercise of warrants | | | 82,016 | | | 30,692 |
Proceeds from Equity Purchase Agreement, net of issuance costs | | | 49,375 | | | — |
Cash received in recapitalization, net of transaction costs | | | — | | | 701,520 |
Cash received from Foxconn Subscription Agreement | | | 50,000 | | | — |
Issuance of common stock | | | 6,368 | | | 6,439 |
Proceeds from notes payable | | | — | | | 38,796 |
Cash provided by financing activities | | $ | 287,759 | | $ | 777,447 |
(Decrease) increase in cash and cash equivalents | | $ | (385,745) | | $ | 627,602 |
Cash and cash equivalents, beginning balance | |
| 629,761 | |
| 2,159 |
Cash and cash equivalents, ending balance | | $ | 244,016 | | $ | 629,761 |
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,” “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 limited operating history and our significant projected funding needs; our liquidity position; the need to raise substantial additional capital to continue ongoing operations; 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; our inability to retain key personnel and to hire additional personnel; competition in the electric pickup truck market; supply chain disruptions; the potential inability to source essential components; our inability to develop a sales distribution network; the ability to protect our intellectual property rights; and the failure to obtain required regulatory approvals. Furthermore, potential supply chain disruptions, and their consequences on testing and other activities, could present challenges that impact the timing of our commercial production. Any forward-looking statements speak only as of the date on which they are made, and Lordstown Motors undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release. In addition, the closing of the transactions contemplated by the Asset Purchase Agreement is subject to certain conditions, including regulatory approvals and the negotiation and execution of a contract manufacturing agreement, so there can be no assurance we will enter into a definitive joint venture agreement with Foxconn to co-design and develop vehicle programs.