Workhorse Group Inc. Q3 FY2025 Earnings Call

Greetings, and welcome to the Workhorse Group Q3 2025 Earnings Conference Call and Webcast. This conference is being recorded. It's now my pleasure to turn the call over to Stan March. Please go ahead, Stan.

Thank you, Kevin. Good morning, everyone, and welcome to Workhorse's Third Quarter Results Call for 2025. We released our third quarter results, which ended on September 30, 2025, via press release and filed the related 10-Q with the SEC last night after the market closed. This morning, we also posted the accompanying presentation, which you can find in the Investor Relations section of our website. We will be referring to the presentation during this call. I am joined today by Rick Dauch, our CEO, and Bob Ginnan, our CFO. You can view today's agenda on Slide 3 of the presentation. After my brief opening remarks, I will turn it over to Rick for an update on our Q3 performance and business operations, as well as our proposed transaction with Motiv. Bob will then discuss the financial results for the quarter, followed by Rick who will conclude before we open the call to questions. In our presentation, you will find disclaimers on Pages 4 and 5. Some comments made today are forward-looking and come with various provisions, risks, and uncertainties, which you can find detailed in our 10-Q and today's press release. Slide 5 also includes references regarding the proposed transaction with Motiv, with additional information available there. With that introduction, I will turn the call over to Rick. Rick?

Thanks, Stan. Hello, and thank you for joining us on the call this morning, everyone. We're excited to be here with you today to discuss our third quarter results and provide an update on our proposed strategic transaction with Motiv. Let's start with our Q3 results on Slide 6. During the quarter, we made good progress executing on our product roadmap, scaling sales to targeted fleets with new orders and deployments and expanding our product portfolio. We completed the sale of 15 trucks in a combination of Class 4 and 5/6 versions. These results reflect the hard work and resilience of the Workhorse team in a challenging commercial electric vehicle environment and reinforce a strong operating performance and positive customer feedback of our W56 platform in the field. Growing customer demand for our W56 step van continues to advance our position as a segment leader in the EV Class 5/6 transition. We're building reliable, safe and capable trucks, proving the performance of winning business and earning customers' trust every day. During the quarter, we also maintained our financial discipline, taking continued decisive actions to reduce both operating and overhead costs and strengthening our near-term financial position. Despite continued challenging market conditions, we continue to make meaningful progress here at Workhorse and are focused on finishing 2025 on strong footing. We are actively engaging with logistics providers and service fleets to build additional order interest through our national dealer network. We announced the availability of the Utilimaster Aeromaster body on our all-electric W56 strip chassis. This new offering expands and brings new flexibility to the W56 platform, combining the trusted durability of the industry-standard Utilimaster step van body with the benefits of Workhorse's proven electric chassis. The W56 also remains fully eligible for the California Hybrid and Zero-Emission Truck and Bus Voucher Incentive Program, or HVIP vouchers, of $85,000 per truck and higher for medium-duty Class 6 vehicles. At the same time, we maintained our ongoing financial discipline, prioritizing cash conservation and expense reduction. In the third quarter, our operating expenses decreased $1.2 million on a year-over-year basis through disciplined cost management with even more impressive results year-to-date. I'm also excited to share that we showcased our W56 step van at the FedEx Forward Service Provider Summit in Orlando, Florida in September, marking Workhorse's third year participating in the event. Our W56 step vans and service with FedEx Express and FedEx Express independent service providers have collectively logged tens of thousands of miles on daily deliveries routes nationwide and are operating at a 97% or greater uptime availability. Lastly, we, of course, announced our proposed transaction with Motiv during the third quarter. Now let's turn to Slide 7 to touch on the proposed transaction. In August, we announced a definitive agreement to combine Workhorse with Motiv Electric Trucks, bringing together two veteran EV innovators to create a stronger force in North America's medium-duty electric truck market. This combination positions us to accelerate growth, expand our product lineup and capture greater share in the commercial EV space. For our shareholders, it represents a chance to participate in the upside of a unified, well-capitalized company built for long-term success. In addition, we also completed two transactions with entities affiliated with Motiv's controlling investor, including the sale-leaseback transaction of our Union City facility for $20 million and a secured convertible note financing for $5 million. These transactions have strengthened our near-term financial position and continue to support Workhorse's operations. Looking ahead, and as part of this transaction, the combined company is expected to be able to access up to $20 million in additional debt financing post-close to fund our go-forward strategic execution. The transaction is expected to close in the fourth quarter of 2025, subject to Workhorse shareholder approval and other customary closing conditions, including the debt financing commitment. With our shareholders' approval at our annual meeting tomorrow on November 12, we will be positioned to drive sustainable growth and create long-term shareholder value. And now I'll turn it over to Bob to discuss our financial results and recent steps we have taken to strengthen our near- and long-term financial position. Bob?

Thanks, Rick. Turning now to Slide 8 for the highlights from the quarter. As a reminder, our financial statements have been adjusted to reflect the March 2025, 1 to 12.5 reverse stock split. Sales, net of returns and allowances, for the three months ended September 30, 2025 and 2024, were $2.4 million and $2.5 million, respectively. The decrease in sales of $100,000 was primarily due to lower sales of approximately $2.3 million related to delivery of fewer trucks in 2025 compared to the same period in 2024, offset by an increase of $2.2 million related to the recognition of seven vehicles from deferred revenue. Cost of sales for the three months ended September 30, 2025 and 2024, were $10.1 million and $6.6 million, respectively. The increase in cost of sales of $3.5 million was primarily a result of an increase in inventory excess and obsolescence reserve of $3.3 million. Selling, general and administrative expenses for the three months ended September 30, 2025 and 2024, were $7.8 million and $7.7 million, respectively. The increase in SG&A of $100,000 was primarily driven by a $3.6 million increase in consulting and legal expenses due to the proposed Motiv merger, offset by a $2.9 million decrease in employee compensation and related expenses, a decrease of $200,000 in marketing and trade show related expenses and a decrease of $300,000 in IT-related expenses. Research and development expenses for three months ended September 30, 2025 and 2024, were $1.1 million and $2.3 million, respectively. The decrease in R&D expense of $1.2 million was primarily driven by a $300,000 decrease in employee compensation and related expenses due to a lower headcount, a $500,000 decrease in prototype part expense and a $300,000 decrease in consulting and professional services expense. During the third quarter, we took additional steps to reduce costs and conserve cash, which resulted in operating expenses that decreased by $1.2 million year-over-year compared to the same time last year. We reduced operating expenses by $17.5 million. Net interest expense for the third quarter of 2025 was $200,000 compared to $3 million for the three months ended September 30, 2024. The difference was primarily driven by higher financing fees related to the 2024 notes recognized in the prior year period compared to the current period. Net loss was $7.8 million compared to $25.1 million in the same period last year. I also want to point out during the third quarter, the company recognized a gain on the sale of assets of $13.8 million, primarily related to the sale leaseback of our Union City, Indiana facility. Additionally, we recognized a gain of $4.8 million related to deferred revenue upon termination of the Tropos Assembly Services Agreement. Slide 9, balance sheet highlights. Now turning to Slide 9 to discuss our balance sheet. As of September 30, 2025, the company had $38.2 million in cash and cash equivalents as well as restricted cash compared to $4.6 million in the same period last year, primarily increased due to the benefits from funding totaling approximately $25 million for Motiv's controlling investor, including a $20 million sale leaseback transaction and a $5 million secured convertible note financing, both of which were completed at the execution of the merger agreement. As a reminder, at the closing of the merger, all remaining indebtedness and other obligations to Workhorse existing senior secured lender, including all warrants currently held by that lender, will be repaid and/or canceled with the only remaining secured indebtedness of the combined companies being the $5 million secured convertible note held by Motiv's controlling investor, which may convert to equity in connection with the post-closing financing. We will continue to strengthen our financial position by generating additional purchase orders and revenue from customers as well as maintaining our financial discipline. Looking ahead, we are focused on executing on our product roadmap and completing our transaction with Motiv and we are confident in our ability to continue to deliver value to our shareholders.

With that, let me turn it back over to Rick. Thanks, Bob. Let me outline our near-term priorities. A top priority for Workhorse is completing the proposed transaction with Motiv. Over the past few months, both teams have been diligently planning to ensure the combined company is positioned for growth and success. The proposed transaction is still pending shareholder approval. Meanwhile, we are focused on strengthening our financial position and enhancing operational efficiencies, including increasing purchase orders and customer demand, emphasizing cash conversion, and reducing operating costs. We are also expanding our product portfolio, particularly with plans for the W56 140-kilowatt production launch in 2026. This new vehicle will have a range of approximately 120 miles and a 10% lower acquisition price. Looking forward, the combination with Motiv will expand our product lineup and accelerate our shared product roadmap. We are currently developing plans to integrate our portfolios and R&D technology to provide greater value and a broader range of vehicles to our customers over the next two to three years. Before we conclude, we want to remind you that our 2025 Annual General Meeting is scheduled for tomorrow, November 12. For Workhorse to complete the proposed transaction with Motiv and to allow our shareholders to benefit from the potential upside of the combined companies, we need Workhorse shareholders to vote in favor of the transaction and the other eight proposals set for vote during the meeting. We look forward to our future with Motiv and are confident in our ability to deliver meaningful value to our shareholders. We hope you share our excitement for the opportunities ahead as we combine our strengths in the commercial EV transition. However, this call is focused on discussing our earnings results for the third quarter, so we won't be taking questions regarding the Motiv transaction at this time. Thank you for joining today’s call. Now I'll open it up for questions. Kevin, I’ll hand it back to you.

Our first question is coming from Ben Sommers from BTIG.

So kind of on the W56 step van and kind of being eligible for those state-level incentives in California, kind of curious just more broader market outlook. How you're seeing state-level incentives across the U.S. kind of panning out in different states and what you think the opportunities are beyond California for the step van?

Great question. We collaborated with the CAR group and others in the EV sector to ensure the HVIP vouchers are competitive. In California, this effort was successful, leading to an immediate increase in orders from FedEx ground operators. Currently, every truck we are manufacturing between now and the end of the year already has a purchase order and HVIP voucher associated with it. We are also experiencing positive developments in Washington and New York regarding vouchers, and we have focused our efforts on those two states. Additionally, we have had our truck showcased at the FedEx conference for ground operators over the past three years. There is now one site in California operating more than 20 W56 step vans. Once a ground operator has one of our trucks and sees its reliability, averaging 97% to 98% uptime, we are receiving repeat orders from several FedEx ground operators.

Awesome. And then just kind of curious on costs as we ramp closer towards production of this vehicle, how should we be thinking about that trending in '26 as we get prepared for the production launch there?

If you examine the costs, they can be broken down into two main components. First, we are focused on reducing the bill of material costs through our engineering and supply chain efforts. Second, as production increases, we expect to see a reduction in labor costs as we establish a consistent production rhythm. We anticipate improvements in both areas moving forward.

Yes, we haven't had a lot of volume so far, but we’re starting to see improvements. We have successfully built three or four trucks without the need for any post-production adjustments, indicating that our team is gaining expertise in assembling both the chassis and the cabin body, which is quite complex. We have provisions in our purchase contracts that will reduce material costs as we reach certain production volumes in the future, though we are currently far from those levels. Achieving cost parity with internal combustion engine vehicles will take a couple of years and will depend on increasing battery production to lower costs. Additionally, once our trucks are operational, we are currently observing a significant reduction in total operational costs, ranging from 55% to 65%, particularly with FedEx and Ground, thanks to the absence of fuel costs, minimal spare parts needs, and an uptime of around 98%. We believe these advantages will be compelling selling points when we engage with fleet operators.

We reached the end of our question-and-answer session. I'd like to turn the floor back over to Rick for any further closing comments.

Appreciate your patience with us. It's been a tough four years in the electric vehicle transition market. Those things we can control, we're doing our best to do that. And we think the merger with Motiv gives us even a bigger opportunity to lower the operating cost of the company, expand the product portfolio, give us a better opportunity to be successful long term, and we think it's the right thing for shareholders. We appreciate your support, and have a great day. Thank you.

Thank you. That does conclude today's teleconference and webcast. You may disconnect your lines at this time, and have a wonderful day. We thank you for your participation today.

Thanks, Kevin.

Take care, everyone.