10-K/A: Workhorse Group Files Amendment to 10-K, Addressing Proxy Statement Delay and Including Part III Information

Workhorse Group Inc. files an amendment to its 2024 Annual Report on Form 10-K to include Part III information due to an expected delay in filing its 2025 Definitive Proxy Statement.

Summary

• Workhorse Group Inc. filed Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2024.
• The amendment includes Part III information, which was initially expected to be incorporated by reference from the 2025 Definitive Proxy Statement.
• The company now expects to file its 2025 Definitive Proxy Statement later than 120 days after the end of the fiscal year ended December 31, 2024.
• The amendment also includes an updated exhibit table with new certifications by the principal executive officer and principal financial officer.
• The original 10-K filing was made on March 31, 2025.
• As of June 30, 2024, the market value of the company's common stock held by non-affiliates was $32,087,790.
• As of March 21, 2025, there were 5,125,592 shares of the company's common stock outstanding.
• The amendment does not update any other information in the original 10-K filing and should be read in conjunction with the original filing and subsequent filings.

Sentiment

Score: 6

Explanation: The document is primarily factual and procedural, relating to the filing of an amendment to the company's annual report. While the delay in filing the proxy statement is a minor negative, the overall sentiment is neutral.

Positives

• The company is ensuring compliance with SEC regulations by filing the amendment to include required information.
• The company has a comprehensive corporate governance plan in place.
• The company is committed to sustainable business practices and reducing its carbon footprint.
• The company supports employee well-being and engagement through various programs and benefits.

Negatives

• The delay in filing the 2025 Definitive Proxy Statement indicates potential administrative or organizational challenges.
• The company's executive officers agreed to defer 20% of their salaries to reflect a commitment to the Company and to align their compensation with the broader actions the Company is taking to reduce costs.
• All previously deferred compensation through the pay period ending October 27, 2024 will continue to be deferred and will not be paid until the Company's liquidity position improves.
• The amounts shown for 2024 represent the payout earned in 2024 for performance in 2024 under our Short-Term Incentive Plan. These amounts have not been paid to the named executive officers. These amounts will not be paid until the Company's liquidity position improves.

Risks

• The company's ability to develop and manufacture its product portfolio, including the W4 CC, W750, and W56 and other programs.
• The company's ability to attract and retain customers for its existing and new products.
• Ongoing and anticipated changes in the U.S. political environment, including those resulting from the new Presidential Administration, control of Congress, and changes to regulatory agencies.
• The implementation of changes to the existing tariff regime by the new Presidential Administration and measures taken in response to such tariffs by foreign governments.
• Risks associated with obtaining orders and executing upon such orders.
• The unavailability, reduction, elimination or adverse application of government subsidies and incentives or any challenge to or failure by the federal government, states or other governmental entities to adopt or enforce regulations such as the California Air Resource Boards Advanced Clean Fleet regulation.
• Changes in attitude toward environmental, social, and governance matters among regulators, investors, and parties with which we do business.
• 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.
• The company's ability to capitalize on opportunities to deliver products to meet customer requirements.
• The company's limited operations and need to expand and enhance elements of our production process to fulfill product orders.
• The company's general inability to raise additional capital to fund its operations and business plan.
• The company's ability to receive sufficient proceeds from its current and any future financing arrangements to meet its immediate liquidity needs and the potential costs, dilution and restrictions resulting from any such financing.
• The company's ability to regain compliance with the listing requirements of the Nasdaq Capital Market and otherwise maintain the listing of its securities thereon and the impact of any steps we have taken, including reverse splits of our Common Stock, or any future steps we may take to regain such compliance, on our operations, stock price and future access to liquidity.
• The company's ability to protect its intellectual property.
• Market acceptance of the company's products.
• The company's ability to obtain sufficient liquidity from operations and financing activities to continue as a going concern and, our ability to control our expenses.
• The effectiveness of the company's cost control measures and impact such measures could have on our operations, including the effects of furloughing employees.
• 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 the Middle East) and/or terrorism.
• The prices being charged by our competitors.
• The company's inability to retain key members of our management team.
• The company's inability to satisfy our customer warranty claims.
• The outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc.
• The company's ability to consummate and realize the benefits of a potential sale and leaseback transaction of our Union City Facility.
• Other risks and uncertainties and other factors discussed from time to time in our filings with the Securities and Exchange Commission (SEC), including under the Risk Factors section of this Report.

Future Outlook

The document contains forward-looking statements regarding the company's future performance, product development, market growth, and financial resources, all of which are subject to risks and uncertainties.

Management Comments

• Richard Dauch, Chief Executive Officer, certifies that the report does not contain untrue statements or omissions of material facts and fairly presents the company's financial condition and results of operations.
• Robert M. Ginnan, Chief Financial Officer, certifies that the report does not contain untrue statements or omissions of material facts and fairly presents the company's financial condition and results of operations.

Industry Context

The company operates in the competitive electric vehicle (EV) market, focusing on last-mile delivery vehicles. The document highlights the company's commitment to sustainability and reducing carbon emissions, aligning with broader industry trends towards environmentally friendly transportation solutions.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards or competitors.
• However, the company's focus on electric vehicles and sustainable practices aligns with the broader industry trend towards environmentally friendly transportation solutions.
• The company's executive compensation structure and corporate governance practices are generally consistent with those of other publicly traded companies.

Related Party Transactions

• The company obtains its general liability and property and casualty insurance through AssuredPartners NL, LLC (Assured).
• Gerald B. Budde, a former director of the Company, is currently the Chief Financial Officer of Accretive Insurance Solutions Inc. (Accretive).
• Assured and Accretive are both subsidiaries of AssuredPartners Capital, Inc.
• Assured earned brokerage fees of approximately $150,000 and $300,000 for the years ended December 31, 2024 and 2023, respectively.

Stakeholder Impact

• Shareholders are informed about the company's compliance with SEC regulations and corporate governance practices.
• Employees are subject to a Code of Ethics and have access to an employee hotline for reporting concerns.
• Customers may be impacted by the company's ability to develop and manufacture its products and attract and retain customers.
• Suppliers may be impacted by supply chain disruptions and the company's commitment to social, environmental, and ethical best practices.

Next Steps

• The company will file its 2025 Definitive Proxy Statement at a later date.
• The company will continue to execute its business plan and address the risks and uncertainties outlined in the report.

Key Dates

Keywords

Form 10-K/A, amendment, proxy statement, directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, audit fees, financial statements, exhibits, Workhorse Group, WKHS