Group 1 - The core focus of the news is the investigation by Monteverde & Associates PC into Workhorse Group Inc. regarding its merger with Motiv Power Systems, Inc. [1] - Upon completion of the proposed merger, Workhorse shareholders will own approximately 26.5% of the combined entity [1] - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report, having recovered millions for shareholders [1] Group 2 - Monteverde & Associates PC operates from the Empire State Building in New York City and is a national class action securities firm with a successful litigation track record [2] - The firm emphasizes that not all law firms are equal and encourages potential clients to inquire about their past recoveries and litigation experiences [2][4] - The firm provides free consultations for shareholders with concerns regarding their investments in Workhorse Group Inc. [3]

Financial Data and Key Metrics Changes - In Q2 2025, Workhorse shipped 32 trucks, a significant increase from 1 truck in Q2 2024, reflecting a year-over-year increase of 31 trucks [10] - Sales net of returns and allowances for Q2 2025 were $5.7 million, up from $800,000 in the same period last year, marking an increase of $4.8 million [11] - Operating expenses decreased by $7 million year-over-year while achieving record vehicle shipments [9] - The net loss for the six months ended June 30, 2025, improved from $55.5 million in 2024 to $35.4 million in 2025 [17] Business Line Data and Key Metrics Changes - The W56 Step Van line secured 36 purchase orders and received overwhelmingly positive customer feedback, indicating strong demand [7] - Research and development expenses decreased to $1.2 million in Q2 2025 from $2 million in Q2 2024, primarily due to lower headcount and reduced prototype expenses [13] Market Data and Key Metrics Changes - The company noted that there are currently over 60 W56 vehicles operating in customer and partner fleets across diverse routes, validating the vehicle's performance in real-world conditions [7] - The transaction with Motive is expected to enhance the combined company's market position in the medium-duty electric vehicle sector, targeting a market valued at $23 billion [35] Company Strategy and Development Direction - The merger with Motive aims to create a broader commercial truck product portfolio and strengthen financial positions, allowing Workhorse shareholders to benefit from the combined entity's growth potential [22] - The company plans to expand its product portfolio and ensure reliable fleet operations while finalizing plans for the W56 140kW production launch in 2026 [41] Management's Comments on Operating Environment and Future Outlook - Management acknowledged that external factors, such as changing government regulations, have delayed fleet customer adoption rates, impacting revenue growth [21] - The combined company is expected to be better positioned to raise additional capital post-merger, enhancing its ability to pursue growth initiatives [29] Other Important Information - Workhorse completed a $20 million sale leaseback for its manufacturing facility and secured a $5 million convertible note financing to bolster liquidity [24] - The transaction is expected to close in 2025, subject to shareholder approval and customary closing conditions [26] Q&A Session Summary Question: Can you discuss the relationship with Hudson County Motors and the New Jersey ZIP? - The relationship with Hudson County Motors is strong, and there are ongoing voucher programs that could extend to new locations, enhancing growth opportunities [46] Question: How will the combined company access government programs for growth? - The combined entity is expected to have a stronger balance sheet, which will facilitate access to government programs and enhance growth potential [52] Question: What are the terms of the sale and leaseback agreement? - Detailed terms of the sale leaseback and convertible note can be found in the SEC filings [76] Question: Will a reverse stock split be necessary for NASDAQ listing? - A reverse stock split may be required to meet NASDAQ's minimum price thresholds due to the change in control [78] Question: What is the expected valuation of the combined entity? - The combined entity is valued at $105 million, based on contributions from both companies and the sale leaseback transaction [80] Question: How will the product portfolios be integrated? - The integration will focus on developing a full range of Class four to six trucks, leveraging the strengths of both companies [83]

Financial Performance (Q2 2025) - Workhorse's sales, net of returns and allowances, for the three months ended June 30, 2025, were $5.7 million, compared to $0.8 million for the same period in 2024, representing an increase of $4.8 million[21] - Cost of sales for the three months ended June 30, 2025, was $13.1 million, compared to $7.3 million for the same period in 2024, an increase of $5.8 million[22] - Selling, general, and administrative expenses for the three months ended June 30, 2025, were $5.8 million, compared to $12.1 million for the same period in 2024, a decrease of $6.3 million[23] - Research and development expenses for the three months ended June 30, 2025, were $1.2 million, compared to $2.0 million for the same period in 2024, a decrease of $0.7 million[24] - As of June 30, 2025, Workhorse had $24.7 million in cash and cash equivalents, including restricted cash[25] Merger with Motiv Electric Trucks - Workhorse is undergoing a strategic merger with Motiv Electric Trucks to broaden the product portfolio and strengthen the financial position[34] - Motiv's controlling investor is expected to own approximately 62.5% of the combined company, while Workhorse shareholders are expected to own approximately 26.5%, and the senior secured lender approximately 11%[35] - The transaction is expected to bring in $45 million of added financing capacity upon closing[38] - The combined company is expected to achieve cost synergies of more than $20 million by the end of 2026[51] Strategic Priorities - Workhorse aims to complete the transaction with Motiv in Q4 2025, pending shareholder approvals and financing commitments[56]

Group 1 - Halper Sadeh LLC is investigating potential violations of federal securities laws and breaches of fiduciary duties related to Soho House & Co Inc.'s sale to MCR affiliates for $9.00 per share in cash [1] - Workhorse Group Inc. is undergoing a merger with Motiv Electric Trucks, resulting in Workhorse shareholders owning approximately 26.5% of the combined company post-transaction [2] - The firm may seek increased consideration for shareholders, additional disclosures, or other relief on a contingent fee basis, meaning no out-of-pocket payment for legal fees or expenses is required from shareholders [3] Group 2 - Shareholders are encouraged to contact Halper Sadeh LLC for a free discussion regarding their legal rights and options [4] - Halper Sadeh LLC represents global investors affected by securities fraud and corporate misconduct, having recovered millions for defrauded investors [4]

Core Viewpoint - Workhorse Group Inc. is set to hold a conference call on August 19, 2025, to discuss its second quarter 2025 financial results and a previously announced transaction with Motiv Electric Trucks [1][3]. Company Overview - Workhorse Group Inc. focuses on the transition to zero-emission commercial vehicles, designing and building vehicles in the U.S. at its facility in Union City, Indiana [4]. - Motiv Electric Trucks, founded in 2009, is a manufacturer of medium-duty, zero-emission electric trucks and buses, producing various vehicle types that eliminate tailpipe emissions [5][6]. Financial Results and Transaction Discussion - The conference call will cover Workhorse's second quarter 2025 financial results, which were released on August 15, 2025 [1][3]. - Shareholders are encouraged to submit questions in advance of the call [2]. Conference Call Details - The call is scheduled for August 19, 2025, at 10:00 a.m. ET, with dial-in numbers provided for U.S. and international participants [3]. - A live broadcast and replay of the call will be available through Workhorse's website [4]. Regulatory and Proxy Information - Workhorse plans to file a Proxy Statement with the SEC regarding the proposed transaction with Motiv, urging shareholders to read the document carefully once available [7].

PART I FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited financial statements for June 30, 2025, show increased revenue, continued net losses, and negative working capital, with total assets at **$99.3 million** and liabilities at **$76.9 million**, addressing a 'going concern' via merger and financing [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets reached **$99.3 million** due to increased restricted cash, while total liabilities surged to **$76.9 million** from convertible notes, leading to a decrease in stockholders' equity to **$22.3 million** Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $2,190,820 | $4,119,938 | | Restricted cash | $22,528,341 | $525,000 | | Inventory, net | $32,757,831 | $41,839,020 | | Total current assets | $63,688,513 | $53,431,820 | | Total Assets | $99,254,112 | $93,840,770 | | **Liabilities & Equity** | | | | Accounts payable | $10,823,073 | $11,509,150 | | Convertible notes at fair value | $39,520,020 | $10,491,792 | | Total current liabilities | $73,482,778 | $45,235,937 | | Total Liabilities | $76,907,373 | $49,552,845 | | Total stockholders' equity | $22,346,739 | $44,287,925 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 sales significantly increased to **$5.7 million** year-over-year, yet the company reported a **$7.4 million** gross loss, with net loss narrowing to **$14.8 million** due to lower operating expenses Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Sales, net | $5,669,469 | $842,440 | $6,310,391 | $2,181,735 | | Gross loss | ($7,381,887) | ($6,458,908) | ($11,905,728) | ($12,562,391) | | Loss from operations | ($14,472,933) | ($20,518,240) | ($27,309,704) | ($44,244,912) | | Net loss | ($14,780,964) | ($26,319,999) | ($35,425,098) | ($55,475,786) | | Net loss per share (Basic and Diluted) | ($1.67) | ($17.45) | ($5.34) | ($40.81) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities significantly reduced to **$14.0 million**, while financing activities provided **$34.1 million**, resulting in **$24.7 million** in total cash and equivalents Cash Flow Summary (Unaudited) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($14,027,313) | ($30,063,456) | | Net cash used in investing activities | $0 | ($3,759,353) | | Net cash provided by (used in) financing activities | $34,101,536 | $3,285,505 | | **Change in cash, cash equivalents and restricted cash** | **$20,074,223** | **($30,537,304)** | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies and critical events, highlighting a liquidity crisis and 'going concern' due to recurring losses and negative working capital, addressed by a planned merger with Motiv Power Systems, a sale-leaseback, and new financing - Substantial doubt exists regarding the company's ability to continue as a going concern due to recurring losses, an accumulated deficit of **$888.8 million**, and negative working capital of **$9.8 million** as of June 30, 2025[29](index=29&type=chunk)[30](index=30&type=chunk)[36](index=36&type=chunk) - On August 15, 2025, the company entered into a merger agreement with Motiv Power Systems, Inc., which is a key part of its plan to address liquidity issues[44](index=44&type=chunk)[153](index=153&type=chunk) - In connection with the merger, the company arranged a **$20 million** sale-leaseback of its Union City, IN facility and a **$5 million** convertible note financing[49](index=49&type=chunk)[50](index=50&type=chunk)[158](index=158&type=chunk) - The company is involved in litigation with supplier Coulomb Solutions Inc. (CSI) over alleged unpaid invoices exceeding **$4 million**, for which it has accrued **$1.0 million**[152](index=152&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's focus on zero-emission trucks, detailing the August 15, 2025, merger with Motiv Power Systems and related financing as critical to addressing its 'going concern' status, alongside increased Q2 sales and reduced operating expenses [Recent Developments and Going Concern](index=35&type=section&id=Recent%20Developments%20and%20Going%20Concern) This section details the August 15, 2025, merger with Motiv Power Systems, a **$20 million** sale-leaseback, and **$5 million** convertible note financing, all crucial for addressing severe liquidity issues and the 'going concern' warning - On August 15, 2025, the company entered into a merger agreement with Motiv Power Systems, where pre-merger Motiv investors will own approximately **62.5%** of the combined entity[169](index=169&type=chunk)[171](index=171&type=chunk) - To improve liquidity, the company is executing a **$20 million** sale-leaseback of its Indiana manufacturing facility and has secured **$5 million** in new convertible financing[174](index=174&type=chunk)[175](index=175&type=chunk) - Management reiterates that substantial doubt exists about the company's ability to continue as a going concern and that failure to obtain proceeds from financing may require seeking bankruptcy protection[188](index=188&type=chunk)[187](index=187&type=chunk) [Results of Operations](index=39&type=section&id=Results%20of%20Operations) Q2 2025 sales significantly increased to **$5.7 million** due to W56 truck deliveries, despite a **$7.4 million** gross loss, while SG&A and R&D expenses decreased, contributing to a narrower net loss Comparison of Operating Results (Unaudited) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Sales, net | $5,669,469 | $842,440 | $6,310,391 | $2,181,735 | | Cost of sales | $13,051,356 | $7,301,348 | $18,216,119 | $14,744,126 | | Gross loss | ($7,381,887) | ($6,458,908) | ($11,905,728) | ($12,562,391) | | SG&A | $5,844,698 | $12,066,553 | $12,628,609 | $26,161,831 | | R&D | $1,246,348 | $1,992,779 | $2,775,367 | $5,520,690 | | Net loss | ($14,780,964) | ($26,319,999) | ($35,425,098) | ($55,475,786) | - The **$4.8 million** increase in sales for Q2 2025 was primarily due to the increased delivery of W56 trucks[207](index=207&type=chunk) - SG&A expenses decreased by **$6.3 million** in Q2 2025 compared to Q2 2024, mainly due to lower employee compensation from reduced headcount and other cost-saving measures[210](index=210&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company held **$2.2 million** in cash and **$22.5 million** in restricted cash, with cash used in operations at **$14.0 million** and financing providing **$34.1 million**, reiterating the 'going concern' warning - As of June 30, 2025, the company had **$2.2 million** of cash and cash equivalents and **$22.5 million** in restricted cash[222](index=222&type=chunk) Summary of Cash Flows (Six Months Ended June 30) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($14,027,313) | ($30,063,456) | | Net cash used in investing activities | $0 | ($3,759,353) | | Net cash provided by financing activities | $34,101,536 | $3,285,505 | - The company's ability to continue as a going concern is contingent upon the successful execution of management's plan, including raising capital through the announced merger and related financing[223](index=223&type=chunk)[224](index=224&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes have occurred in the company's quantitative and qualitative disclosures about market risk since the 2024 Form 10-K filing - There have been no material changes to the company's market risk disclosures from the 2024 Form 10-K[238](index=238&type=chunk) [Item 4. Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2025, disclosure controls and procedures were deemed ineffective due to material weaknesses in third-party valuation reviews and insufficient accounting personnel, with remediation plans ongoing - The CEO and CFO concluded that as of June 30, 2025, the company's disclosure controls and procedures were not effective[240](index=240&type=chunk) - The ineffectiveness is due to material weaknesses related to the review of third-party valuations and a lack of sufficient, experienced accounting personnel[243](index=243&type=chunk) - Remediation plans are in process, but the material weaknesses remain unresolved as of the end of the quarter[246](index=246&type=chunk)[248](index=248&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 15 for details on material legal proceedings, specifically the ongoing litigation with supplier Coulomb Solutions Inc. (CSI) seeking over **$4 million** in damages - The company directs readers to Note 15 for details on material legal proceedings, which describes a lawsuit filed by supplier Coulomb Solutions Inc. (CSI)[251](index=251&type=chunk)[152](index=152&type=chunk) [Item 1A. Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) New material risks are primarily associated with the pending merger with Motiv Power Systems, including non-completion, adverse effects on business relationships, restrictive covenants, and potential litigation - The consummation of the merger with Motiv is subject to numerous conditions, including stockholder and regulatory approvals, which may not be satisfied[253](index=253&type=chunk) - The merger agreement contains provisions that restrict the company from soliciting alternative acquisition proposals and limit its ability to conduct certain business operations before the closing[257](index=257&type=chunk)[258](index=258&type=chunk) - Failure to complete the merger could negatively impact the company's business and stock price and could trigger the payment of a termination fee[255](index=255&type=chunk)[256](index=256&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred during the reporting period - None[261](index=261&type=chunk) [Item 3. Defaults Upon Senior Securities](index=48&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - None[262](index=262&type=chunk) [Item 4. Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[263](index=263&type=chunk) [Item 5. Other Information](index=48&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 trading plans or other non-Rule 10b5-1 trading arrangements during Q2 2025 - No directors or officers adopted or terminated any Rule 10b5-1 trading arrangements during the three months ended June 30, 2025[264](index=264&type=chunk) [Item 6. Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL data files - The report includes required CEO and CFO certifications (Exhibits 31.1, 31.2, 32.1, 32.2) and Inline XBRL filings[266](index=266&type=chunk)

Core Viewpoint - Workhorse Group Inc. reported significant growth in sales and strategic developments, including a merger with Motiv Electric Trucks, aimed at enhancing its position in the zero-emission commercial vehicle market [2][5]. Financial Performance - Sales for Q2 2025 reached $5.7 million, a substantial increase from $0.8 million in Q2 2024, driven by higher shipments of W56 trucks [4]. - Cost of sales for Q2 2025 was $13.1 million, up from $7.3 million in the previous year, primarily due to increased sales volume and inventory reserves [6]. - Selling, general, and administrative expenses decreased to $5.8 million from $12.1 million year-over-year, reflecting cost-cutting measures [7]. - Research and development expenses fell to $1.2 million from $2.0 million, indicating a focus on efficiency [8]. - The net loss for Q2 2025 was $14.8 million, compared to a loss of $26.3 million in Q2 2024, showing improvement in financial performance [29]. Strategic Developments - Workhorse secured 36 purchase orders for W56 step vans during the quarter and shipped 32 units, indicating strong demand [5]. - The merger with Motiv Electric Trucks is expected to create a leading North American medium-duty electric truck OEM, enhancing operational efficiencies and product offerings [5]. - The combined company will leverage joint engineering and manufacturing capabilities to optimize costs and improve total cost of ownership for customers [5]. Operational Highlights - The W56 platform demonstrated reliability with over 97% uptime in real-world operations, accumulating over 212,000 miles across diverse conditions [5]. - Workhorse is expanding the application options for the W56, including the integration of the Utilimaster Aeromaster walk-in van body [5]. Cash Management - The company reduced operating expenses by $7.0 million year-over-year and secured interim funding of approximately $25 million related to the merger with Motiv [14][13]. - As of June 30, 2025, Workhorse had $2.2 million in cash and cash equivalents, alongside $22.5 million in restricted cash [12].

Core Viewpoint - The merger between Workhorse Group Inc. and Motiv Electric Trucks aims to create a leading North American medium-duty electric truck OEM, enhancing value through a broader portfolio of high-performing commercial EVs at lower unit costs [1][3][4] Company Overview - Workhorse Group Inc. focuses on zero-emission commercial vehicles and operates its manufacturing in Union City, Indiana [16] - Motiv Electric Trucks specializes in medium-duty, zero-emission electric trucks and buses, producing a variety of vehicles that meet stringent emissions standards [18][19] Merger Details - The merger is an all-stock transaction valuing the combined company at approximately $105 million, with Motiv's controlling investor becoming the majority owner [2][7] - Workhorse has completed a $20 million sale leaseback of its Union City plant and a $5 million convertible note financing in connection with the merger [1][8] Market Position - The combined company will operate in the $23 billion medium-duty truck segment, offering a full range of Class 4-6 trucks [3] - The merger is expected to enhance operational efficiencies and lower total cost of ownership (TCO) for customers [3][5] Financial Implications - The merger is anticipated to strengthen the financial profile of the combined company through improved operational scale and a simplified capital structure [4][6] - The companies expect to achieve at least $20 million in cost synergies by the end of 2026 through reductions in R&D, G&A, and facility costs [9] Leadership Structure - Following the merger, Scott Griffith, CEO of Motiv, will lead the combined company, while Rick Dauch, CEO of Workhorse, will serve as an advisor [4][5] Strategic Benefits - The merger is positioned to create a scalable manufacturing platform and a diverse product portfolio, enhancing the ability to serve a blue-chip customer base [3][9] - The combined company aims to leverage existing relationships with major medium-duty fleets to drive large-scale adoption of electric trucks [9]

[Management Commentary and Strategic Highlights](index=1&type=section&id=Management%20Commentary%20and%20Strategic%20Highlights) Workhorse achieved record Q2 2025 truck shipments, announced a merger with Motiv Electric Trucks, and secured interim funding to bolster operations - Shipped a record **32 trucks** in Q2, driven by W56 step van performance[3](index=3&type=chunk) - Entered a definitive merger agreement with Motiv Electric Trucks to create a leading North American medium-duty electric truck OEM[3](index=3&type=chunk)[6](index=6&type=chunk) - Secured **36 new purchase orders** for W56 step vans during the quarter[6](index=6&type=chunk) - Reduced operating expenses by **$7.0 million** year-over-year through cost conservation[5](index=5&type=chunk) - Secured approximately **$25 million** in interim funding via sale-leaseback and convertible note financing to pay down debt[5](index=5&type=chunk)[16](index=16&type=chunk) - The W56 platform accumulated over **212,000 miles** in customer operations, demonstrating **97% uptime**[6](index=6&type=chunk) [Second Quarter 2025 Financial Performance](index=2&type=section&id=Second%20Quarter%202025%20Financial%20Performance) Workhorse reported increased net sales to **$5.7 million** in Q2 2025, alongside a **$7.4 million** gross loss, while reducing operating expenses and narrowing its net loss Q2 2025 vs Q2 2024 Financial Results | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Sales, net | $5.7 million | $0.8 million | | Cost of Sales | $13.1 million | $7.3 million | | Gross Loss | ($7.4 million) | ($6.5 million) | | SG&A Expenses | $5.8 million | $12.1 million | | R&D Expenses | $1.2 million | $2.0 million | | Loss from Operations | ($14.5 million) | ($20.5 million) | | Net Loss | ($14.8 million) | ($26.3 million) | - The **$4.8 million** increase in sales was primarily driven by higher W56 shipments[7](index=7&type=chunk) - Cost of sales increased by **$5.8 million**, mainly due to higher sales volume and a **$1.8 million** increase in inventory reserves[8](index=8&type=chunk) - SG&A expenses decreased by **$6.3 million**, primarily due to a **$3.1 million** reduction in employee compensation and a **$1.1 million** decrease in legal and professional expenses[9](index=9&type=chunk) [Financial Position and Liquidity](index=3&type=section&id=Financial%20Position%20and%20Liquidity) As of June 30, 2025, Workhorse held **$2.2 million** in cash and **$22.5 million** in restricted cash, bolstering liquidity through a **$20 million** sale-leaseback and **$5 million** convertible note financing Key Balance Sheet Items (as of June 30, 2025) | Item | Amount | | :--- | :--- | | Cash and cash equivalents | $2.2 million | | Restricted cash | $22.5 million | | Inventory, net | $32.8 million | | Accounts payable | $10.8 million | - Completed a **$20 million** sale-leaseback for the Union City, Indiana manufacturing facility[16](index=16&type=chunk)[17](index=17&type=chunk) - Secured an additional **$5 million** through a secured convertible note financing[16](index=16&type=chunk)[17](index=17&type=chunk) [Financial Statements](index=7&type=section&id=Financial%20Statements) This section presents the condensed consolidated balance sheets and statements of operations, detailing the company's financial position and performance [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased to **$99.3 million**, while total liabilities rose to **$76.9 million**, leading to a decrease in stockholders' equity to **$22.3 million** Balance Sheet Comparison | Metric | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Total Current Assets | $63.7 million | $53.4 million | | Total Assets | $99.3 million | $93.8 million | | Total Current Liabilities | $73.5 million | $45.2 million | | Total Liabilities | $76.9 million | $49.6 million | | Total Stockholders' Equity | $22.3 million | $44.3 million | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Workhorse reported a Q2 2025 net loss of **$14.8 million** or **($1.67)** per share, a significant improvement from the prior year, driven by reduced operating expenses Statement of Operations (Three Months Ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Sales, net | $5.7 million | $0.8 million | | Gross loss | ($7.4 million) | ($6.5 million) | | Loss from operations | ($14.5 million) | ($20.5 million) | | Net loss | ($14.8 million) | ($26.3 million) | | Net loss per share (Basic & Diluted) | ($1.67) | ($17.45) | Statement of Operations (Six Months Ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Sales, net | $6.3 million | $2.2 million | | Gross loss | ($11.9 million) | ($12.6 million) | | Loss from operations | ($27.3 million) | ($44.2 million) | | Net loss | ($35.4 million) | ($55.5 million) | | Net loss per share (Basic & Diluted) | ($5.34) | ($40.81) | [Supplementary Information](index=3&type=section&id=Supplementary%20Information) This section provides details on the upcoming conference call and important disclaimers regarding forward-looking statements and associated risks [Conference Call Information](index=3&type=section&id=Conference%20Call%20Information) A joint conference call with Motiv management is scheduled for Tuesday, August 19th, at 10:00 a.m. Eastern Time to discuss financial results and the merger agreement - A joint conference call with Motiv management is scheduled for **Tuesday, August 19th, at 10:00 a.m. Eastern Time** to discuss financial results and the merger[18](index=18&type=chunk) [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This section provides a legal disclaimer regarding forward-looking statements, highlighting risks associated with the proposed Motiv merger, future plans, and anticipated results - The press release contains forward-looking statements related to the proposed merger with Motiv, future business strategies, and anticipated financial results[22](index=22&type=chunk) - Identified risks include successful integration with Motiv, obtaining approvals, supply chain disruptions, and funding ongoing operations[23](index=23&type=chunk)[24](index=24&type=chunk)

Core Viewpoint - Workhorse Group Inc. has entered into a new exclusivity agreement with a privately held U.S.-based manufacturer of electric commercial vehicles, indicating progress in a potential merger transaction aimed at enhancing its position in the zero-emission commercial vehicle market [1][2]. Group 1: Exclusivity Agreements - The company previously entered into a Prior Exclusivity Agreement on July 14, 2025, which restricted it from engaging with third parties regarding alternative transactions for a period of 14 days [3]. - The restrictions from the Prior Exclusivity Agreement expired on July 28, 2025, and a New Exclusivity Agreement was established on August 4, 2025, reinstating similar restrictions for an additional seven days [4]. Group 2: Potential Transaction - The potential transaction involves merging the manufacturer into a newly created subsidiary of Workhorse in exchange for newly issued shares of the company's common stock [2]. - If definitive agreements are reached regarding the potential transaction, the company plans to file a proxy statement with the Securities and Exchange Commission (SEC) [5].