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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 20, 2024
WORKHORSE GROUP INC.
(Exact name of registrant as specified in its charter)
Nevada |
|
001-37673 |
|
26-1394771 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
3600 Park 42 Drive, Suite 160E, Sharonville, Ohio
45241
(Address of principal executive offices) (zip code)
1 (888) 646-5205
(Registrant’s telephone number, including
area code)
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 (see General Instruction A.2.
below):
☐ | 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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.001 par value per share |
|
WKHS |
|
The Nasdaq Capital Market |
Item 2.02.
Results of Operations and Financial Condition.
On
August 20, 2024, Workhorse Group Inc. (the “Company”) issued a press release regarding its financial results for the quarter
ended June 30, 2024. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information contained in this Item 2.02 shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Exhibits.
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.
|
WORKHORSE GROUP INC. |
|
|
Date: August 20, 2024 |
By: |
/s/ James D. Harrington |
|
Name:
Title: |
James D. Harrington
General Counsel, Chief Compliance Officer and Secretary |
2
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1425287/000121390024070922/ex99-1_001.jpg)
Workhorse Group Reports Second Quarter 2024
Results
CINCINNATI, August 20, 2024 -- Workhorse Group Inc. (Nasdaq:
WKHS) (“Workhorse” or “the Company”), an American technology company focused on pioneering the transition
to zero-emission commercial vehicles, today reported financial results for the second quarter ended June 30, 2024.
Management Commentary
“During the second quarter, we continued to advance our EV product
roadmap and worked diligently to gain momentum with prospective customers,” said Workhorse CEO Rick Dauch. “We successfully
executed field demonstrations with multiple national fleets, secured new dealer partnerships, and generated local and state governmental
interest through our recently awarded Sourcewell contract for procurement in the category of Class 4-8 cab chassis and related equipment,
accessories, and services. We are also doing the R&D work we believe is necessary to expand our product offering by introducing the
W56 208-inch wheelbase, 1200 cubic feet cargo capacity vehicle. Production for this truck is expected to begin in the fourth quarter of
this year, and we’ve already received our first order.”
Mr. Dauch concluded, “While we made important progress during
the quarter, our financial results reflect that we still have significant work ahead of us to achieve our goals. We continue to have productive
conversations with prospective customers and are optimistic that EV adoption rates will accelerate in 2025. At the same time, we are making
disciplined and thoughtful decisions to preserve our cash and extend our financial runway. We remain optimistic about the long-term market
opportunity for the transition to EV technology in the Class 4-6 work truck segment.”
Executing Strategic and Financial Actions
| ● | Delivering
to Customers: During the second quarter, the Company received a purchase order for 141
W4 CC cab chassis vehicles from Kingsburg Truck Sales in California (“KTS”).
Workhorse received payment for the first 30 trucks from KTS in the second quarter. However,
due to delays in the CARB HVIP voucher approval and payment process, KTS was unable to deliver
the trucks to end customers, limiting the revenue recognized by the Company in the second
quarter. Workhorse expects to recognize most, if not all, of the $2.3 million in deferred
revenue related to the sale of the first 30 W4CC trucks as revenue during the remainder of
2024. In June the Company delivered a W4 CC box truck to McAbee Trucking — a U.S. Postal
Service contractor. NorCal Transports, a last-mile delivery contractor based in Richmond,
CA, recently added a Workhorse flagship W56 step van to its fleet. In addition, two W56 step
vans recently joined the Stables by Workhorse fleet in Lebanon, OH. |
| ● | Advancing
EV Product Roadmap: The Company is finalizing the engineering and testing work necessary
to expand the W56 product offering, launching a 208-inch wheelbase, 1200 cubic feet capacity
step van, and expects to complete this work by year end. In addition, the Company expects
to introduce a 140kWh version of the 178-inch wheelbase W56 in early 2025. These new product
portfolio additions are the result of direct feedback received from potential fleet customers
after field demonstrations earlier in the year. |
| ● | Expanding
Dealer Network and Service Footprint: During the second quarter, the Company reached
a major milestone with the award of a Sourcewell contract for procurement in the category
of Class 4-8 chassis and cabs with related equipment, accessories, and services. This significant
achievement allows Workhorse to expand its reach to government, educational, and nonprofit
sectors within all 50 states and Canada. Workhorse also added three (3) new dealers to its
network: (i) Ziegler Truck Group, with locations in Minnesota, Iowa, and Wisconsin, (ii)
Milea Truck Sales and Leasing in New York City, and (iii) Eco Auto in North Boston, Massachusetts,
bringing the Company’s total dealer count to 13. |
![](https://www.sec.gov/Archives/edgar/data/1425287/000121390024070922/ex99-1_001.jpg)
| ● | Completed
Divestiture of Aero Business: The Company completed the previously disclosed divestiture
of its Aero business on June 6, 2024. Workhorse expects this divestiture to provide monthly
cost savings of approximately $0.4 million and to enhance the Company’s ability to
concentrate on its commercial electric vehicle truck business. |
| ● | Regained
NASDAQ Minimum Bid Price Compliance: On July 3, 2024, the Company received notification
from NASDAQ that it had regained compliance with the minimum bid price requirement of $1.00
per share. This notification followed the Company’s 1-for-20 reverse stock split of
its outstanding shares of common stock, which was effective as of June 17, 2024. |
| ● | Conserving
Cash: Workhorse has continued to take steps to manage costs across the organization to
strengthen its financial position. Between previous reduction in force actions, voluntary
departures, Union City manufacturing facility furloughs, previously disclosed deferral of
executives’ cash compensation, and the divestiture of the Aero business, the Company
has achieved significant cost savings. |
Second Quarter Financial Results
Sales, net of returns and allowances, for the second quarter of 2024
were $0.8 million compared to $4.0 million in the same period last year. The decrease in sales was primarily due to lower W4 CC vehicle
sales compared with the same period a year ago, which was partially offset by an increase in other service revenue generated from operating
Stables by Workhorse, Drones as a Service before the Aero divestiture, and other service revenue.
Cost of sales decreased to $7.3 million in the second quarter compared
to $8.4 million in the same period last year. The decrease in cost of sales was primarily driven by a $4.4 million decrease in costs related
to direct materials as a result of lower sales volume and higher volume of vehicles being capitalized into finished goods. The decrease
was also due to a decrease in consulting expenses of $0.5 million as well as a $0.5 million decrease in employee compensation and related
expenses as result of previously announced furloughs. The decrease in cost of sales was partially offset by a $2.7 million increase in
inventory reserve expense and a $1.0 million increase in depreciation expense.
Selling, general, and administrative (“SG&A”) expenses
decreased to $12.1 million in the second quarter compared to $14.0 million in the same period last year. The decrease in SG&A expenses
was primarily driven by a $2.4 million decrease in employee compensation and related expenses primarily due to a lower headcount and a
decrease of $0.6 million in marketing expenses during the period, which was partially offset by a $0.2 million increase in depreciation
expense and a $0.3 million increase in information technology costs.
Research and development (“R&D”) expenses decreased
to $2.0 million in the second quarter compared to $5.1 million in the same period last year. The decrease in R&D expenses was primarily
driven by $2.0 million decrease in employee compensation and related expenses due to lower headcount and a $0.8 million decrease in consulting
expenses, which was partially offset a $0.4 million increase in prototype expenses driven by the W56 208-inch wheelbase program.
Net interest expense was $5.2 million compared to net interest income
of $0.5 million in the same period last year. Fair value loss in the second quarter was $0.6 million due to the warrants issued by the
Company. The fair value adjustment in the prior year period was zero.
![](https://www.sec.gov/Archives/edgar/data/1425287/000121390024070922/ex99-1_001.jpg)
Net loss was $26.3 million compared to $23.0 million in the same period
last year.
As of June 30, 2024, the Company had $5.3 million in cash and cash
equivalents, accounts receivable of $0.8 million, net inventory of $46.5 million, and accounts payable of $10.5 million.
Second Quarter Financial Overview
“We are taking diligent steps that we believe will strengthen
our balance sheet and liquidity position so we can execute on our product roadmap and deliver for our customers,” said Workhorse
CFO Bob Ginnan. “We’ve made significant cost reductions, completed the Aero divestiture, and recently regained listing compliance
with the NASDAQ minimum bid price requirement as a result of our reverse stock split. Looking ahead, we are optimistic in our ability
to generate additional purchase orders and revenue from our customers, while strengthening our financial position.”
Conference Call
Workhorse management will hold a conference call today, August 20,
2024 at 11:00 AM Eastern time (8:00 AM Pacific time) to discuss these results and answer related questions.
U.S. dial-in: 877-407-8289
International dial-in: 201-689-8341
Please call the conference telephone number 10 minutes prior to the
start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please
contact Gateway Group at 949-574-3860.
The conference call will be broadcast live and
available for replay here and via the Investor Relations section of Workhorse’s website.
A telephonic replay of the conference call will be available after
2:00 p.m. Eastern time on the same day through August 27, 2024.
Toll-free replay number: 877-660-6853
International replay number: 201-612-7415
Replay ID: 13748503
About Workhorse Group Inc.
Workhorse is a technology company focused on
providing electric vehicles to the last-mile delivery sector. As an American original equipment manufacturer, we design and build high
performance, battery-electric trucks. Workhorse also develops cloud-based, real-time telematics performance monitoring systems that are
fully integrated with our vehicles and enable fleet operators to optimize energy and route efficiency. All Workhorse vehicles are designed
to make the movement of people and goods more efficient and less harmful to the environment. For additional information visit workhorse.com.
![](https://www.sec.gov/Archives/edgar/data/1425287/000121390024070922/ex99-1_001.jpg)
Forward-Looking Statements
The discussions in this press release contain forward-looking statements
reflecting our current expectations that involve risks and uncertainties. These statements are made under the “safe harbor”
provisions of the U.S. Private Securities Litigation Reform Act of 1995. When used in this presentation, the words “anticipate,”
“expect,” “plan,” “believe,” “seek,” “estimate” and similar expressions are
intended to identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to,
statements about the features, benefits and performance of our products, our ability to introduce new product offerings and increase revenue
from existing products, expected expenses including those related to selling and marketing, product development and general and administrative,
our beliefs regarding the health and growth of the market for our products, anticipated increase in our customer base, expansion of our
products functionalities, expected revenue levels and sources of revenue, expected impact, if any, of legal proceedings, the adequacy
of liquidity and capital resources, and expected growth in business. Forward-looking statements are statements that are not historical
facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from
the forward-looking statements contained in this presentation. Factors that could cause actual results to differ materially include, but
are not limited to: our ability to develop and manufacture our new product portfolio, including the W4 CC, W750, W56 and WNext platforms;
our ability to attract and retain customers for our existing and new products; risks associated with obtaining orders and executing upon
such orders; supply chain disruptions, including constraints on steel, semiconductors and other material inputs and resulting cost increases
impacting our company, our customers, our suppliers or the industry; our ability to capitalize on opportunities to deliver products to
meet customer requirements; our limited operations and need to expand and enhance elements of our production process to fulfill product
orders; the ability to protect our intellectual property; market acceptance for our products; our ability to control our expenses; potential
competition, including without limitation shifts in technology; volatility in and deterioration of national and international capital
markets and economic conditions; global and local business conditions; acts of war (including without limitation the conflicts in Ukraine
and Israel) and/or terrorism; the prices being charged by our competitors; our inability to retain key members of our management team;
our inability to raise additional capital to fund our operations and business plan; our ability to maintain compliance with the list requirements
of the Nasdaq Capital Market and otherwise maintain the listing of our securities thereon and the impact of steps we took to regain such
compliance, such as the reverse split of our common stock; our inability to satisfy our customer warranty claims; the outcome of any regulatory
or legal proceedings, including with Coulomb Solutions, Inc.; our ability to consummate and realize the benefits of a potential sale and
leaseback transaction of our Union City facility; and our liquidity and other risks and uncertainties and other factors discussed from
time to time in our filings with the Securities and Exchange Commission (“SEC”), including our annual report on Form 10-K
filed with the SEC. Forward-looking statements speak only as of the date hereof. We expressly disclaim any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations
with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
Media Contact:
Aaron Palash / Greg Klassen
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Investor Relations Contact:
Tom Colton and Greg Bradbury
Gateway Group
949-574-3860
WKHS@gateway-grp.com
![](https://www.sec.gov/Archives/edgar/data/1425287/000121390024070922/ex99-1_001.jpg)
Workhorse Group Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| |
June 30, 2024 | | |
December 31, 2023 | |
Assets | |
| | |
| |
Current assets: | |
| | |
| |
Cash and cash equivalents | |
$ | 5,308,611 | | |
$ | 25,845,915 | |
Restricted cash | |
| — | | |
| 10,000,000 | |
Accounts receivable, less allowance for credit losses of $0.2 million and $0.2 million as of June 30, 2024 and December 31, 2023, respectively | |
| 760,504 | | |
| 4,470,209 | |
Inventory, net | |
| 46,503,385 | | |
| 45,408,192 | |
Prepaid expenses and other current assets | |
| 6,902,370 | | |
| 8,101,162 | |
Total current assets | |
| 59,474,870 | | |
| 93,825,478 | |
Property, plant and equipment, net | |
| 36,497,886 | | |
| 37,876,955 | |
Lease right-of-use assets | |
| 9,227,564 | | |
| 9,795,981 | |
Other assets | |
| 176,310 | | |
| 176,310 | |
Total Assets | |
$ | 105,376,630 | | |
$ | 141,674,724 | |
Liabilities | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 10,501,569 | | |
$ | 12,456,272 | |
Accrued and other current liabilities | |
| 6,335,271 | | |
| 4,862,740 | |
Deferred revenue, current | |
| 6,954,581 | | |
| 4,714,331 | |
Warranty liability | |
| 642,326 | | |
| 1,902,647 | |
Current portion of lease liabilities | |
| 3,028,889 | | |
| 3,560,612 | |
Warrant liability | |
| 4,580,442 | | |
| 5,605,325 | |
Current portion of convertible notes | |
| 9,649,030 | | |
| 20,180,100 | |
Total current liabilities | |
| 41,692,108 | | |
| 53,282,027 | |
Lease liabilities, long-term | |
| 5,047,565 | | |
| 5,280,526 | |
Total Liabilities | |
| 46,739,673 | | |
| 58,562,553 | |
Commitments and contingencies | |
| | | |
| | |
Stockholders’ Equity: | |
| | | |
| | |
Series A preferred stock, par value $0.001 per share, 75,000,000 shares authorized, zero shares issued and outstanding as of June 30, 2024 and December 31, 2023 | |
| — | | |
| — | |
Common stock, par value $0.001 per share, 450,000,000 shares authorized, 20,738,091 shares issued and outstanding as of June 30, 2024 and 14,299,042 shares issued and outstanding as of December 31, 2023 (presented on a reverse stock split-adjusted basis) | |
| 20,738 | | |
| 14,299 | |
Additional paid-in capital | |
| 865,660,256 | | |
| 834,666,123 | |
Accumulated deficit | |
| (807,044,037 | ) | |
| (751,568,251 | ) |
Total stockholders’ equity | |
| 58,636,957 | | |
| 83,112,171 | |
Total Liabilities and Stockholders’ Equity | |
$ | 105,376,630 | | |
$ | 141,674,724 | |
See accompanying notes to the Condensed Consolidated
Financial Statements.
![](https://www.sec.gov/Archives/edgar/data/1425287/000121390024070922/ex99-1_001.jpg)
Workhorse Group Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Sales, net of returns and allowances | |
$ | 842,440 | | |
$ | 3,966,463 | | |
$ | 2,181,735 | | |
$ | 5,659,878 | |
Cost of sales | |
| 7,301,348 | | |
| 8,427,377 | | |
| 14,744,126 | | |
| 13,755,496 | |
Gross loss | |
| (6,458,908 | ) | |
| (4,460,914 | ) | |
| (12,562,391 | ) | |
| (8,095,618 | ) |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
Selling, general and administrative | |
| 12,066,553 | | |
| 14,002,517 | | |
| 26,161,831 | | |
| 28,692,360 | |
Research and development | |
| 1,992,779 | | |
| 5,059,745 | | |
| 5,520,690 | | |
| 12,284,594 | |
Total operating expenses | |
| 14,059,332 | | |
| 19,062,262 | | |
| 31,682,521 | | |
| 40,976,954 | |
Loss from operations | |
| (20,518,240 | ) | |
| (23,523,176 | ) | |
| (44,244,912 | ) | |
| (49,072,572 | ) |
Interest income (expense), net | |
| (5,158,859 | ) | |
| 505,500 | | |
| (6,791,326 | ) | |
| 1,055,859 | |
Fair value adjustment (loss) on warrants | |
| (642,900 | ) | |
| — | | |
| (4,439,548 | ) | |
| — | |
Loss before benefit for income taxes | |
| (26,319,999 | ) | |
| (23,017,676 | ) | |
| (55,475,786 | ) | |
| (48,016,713 | ) |
Benefit for income taxes | |
| — | | |
| — | | |
| — | | |
| — | |
Net loss | |
$ | (26,319,999 | ) | |
$ | (23,017,676 | ) | |
$ | (55,475,786 | ) | |
$ | (48,016,713 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per share of common stock | |
| | | |
| | | |
| | | |
| | |
Basic and Diluted* | |
$ | (1.40 | ) | |
$ | (2.40 | ) | |
$ | (3.26 | ) | |
$ | (5.40 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares used in computing net loss per share of common stock | |
| | | |
| | | |
| | | |
| | |
Basic and Diluted* | |
| 18,855,034 | | |
| 9,283,015 | | |
| 16,992,697 | | |
| 8,822,674 | |
See accompanying notes to the Condensed Consolidated
Financial Statements.
| * | Prior periods presented have been adjusted to reflect the
1-for-20 reverse stock split which was effective on June 17, 2024. Additional information regarding the reverse stock split may be found
in Note 1 Summary of Business and Significant Accounting Principles. |
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