Workhorse Group, Inc.

Greetings, and welcome to the Workhorse Group Q3 2025 Earnings Conference Call and Webcast. At this time, all participants are in listen-only mode. A question and answer session will follow the following presentation. You may be placed into question queue at any time by pressing star 1 on your telephone keypad, and we ask that you please ask one question, one follow-up, and return to the queue. If anyone should require operator assistance, please press star 0. As a reminder, this conference is being recorded. It's now my pleasure to turn the call over to Stan March. Please go ahead, Stan.

Thank you. Good morning to all of you, and I'd like to welcome you to Workhorse's 2025 third quarter results call. Before we begin, I'd like to note that we posted our results for the third quarter, which ended on September 30th, 2025 via press release, and filed the associated 10-Q with the SEC last evening after the market closed. This morning, we posted the accompanying presentation, so you can find the release and the accompanying presentation in the investor relations section of our website. We'll be tracking along with the presentation during this call. Joining me on today's call are Rick Douck, our CEO, and Bob Ganan, our CFO. And for today's agenda, you can find that on slide three in the presentation. Following my brief opening remarks, I'll hand it over to Rick, who'll give you an update on our Q3 performance of business operations as well as our proposed transaction with Motiv. Bob will then walk us through the financial results for the quarter, and Rick will then follow, wrapping it up, and then go to questions. On today's call, you can find in our presentation our disclaimers found on page four and five. Some of the comments that are going to be made today are forward-looking and are subject to various provisions, risks, and uncertainties. And you can find that full disclaimer in our 10-Q and in today's press release. You can, on slide five, you can also find references about the proposed transaction with Motive, where you can find additional information related to that proposed transaction. And with that brief introduction, I'll now 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 Motive. Let's start with our Q3 results on slide six. During the quarter, we made good progress, executed 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, It reinforces 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 their performance, 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 Workforce and our focus 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 VI 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 showcase our W56 Step Band at the FedEx Forward Service Provider Summit in Orlando, Florida in September, marking Workforce's third year participating in the event. Our W56 Step Bands in service with FedEx Express and FedEx Express Independent Service Providers have collectively logged tens of thousands of miles on daily delivery 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 seven 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, November 12th, 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 eight for the highlights from the quarter, as a reminder, Our financial statements have been adjusted to reflect the March 2025 one to 12 and a half reverse stock split. Sales net of returns and allowances for the three months ended September 30th, 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 30th, 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 30th, 2025 and 2024 were $7.8 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 mode of merger offset by $2.9 million decrease in employee compensation related expenses, 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. Decrease in R&D expense of $1.2 million was primarily driven by a $300,000 decrease in employee compensation and related expense 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. 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 nine, balance sheet highlights. Now turning to slide nine to discuss our balance sheet, as of September 30th, 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 approximately $25 million from Moda'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 a Workforce existing senior secured lender, including all warrants currently held by that lender, will be repaid and or canceled, with only remaining secured indebtedness of the combined companies being the $5 million secured convertible note held by Motive'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 Motive, 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 take a moment to outline our near-term priorities shown on slide 10. A top priority for Workhorse, as we've emphasized on this call, is completing the proposed transaction with Motive. Over the past few months, both teams have been working diligently to plan for and ensure the combined company's position to grow and succeed. The proposed transaction remains subject to shareholder approval. In parallel, we continue to focus on strengthening our financial position and driving greater operational efficiencies, including growing purchase orders and customer demand, prioritizing cash conversion and reducing our operating costs. We are also continuing to expand and enhance our product portfolio, including finalizing our plans for the W56 140-kilowatt production launch in 2026. This new vehicle has a range of around 120 miles and has about a 10% lower acquisition price. Looking ahead, the combination with Motive will further broaden our product lineup and accelerate our shared product roadmap, And we're currently developing the plans to integrate our portfolios and R&D technology to deliver even greater value in a broader portfolio of vehicles to our customers over the next two to three years. Before we wrap up, we'd like to remind you that our 2025 Annual General Meeting shareholder meeting is tomorrow, November 12th. In order for Workforce to complete the proposed transaction with Motive and for our shareholders to participate in the potential upside of the combined companies, We need Workforce shareholders to vote for the transaction, in addition to the other eight proposals up to vote in connection with the meeting. We look forward to our future with Motive and remain confident in our ability to deliver meaningful value to shareholders. We hope you share our excitement for what lies ahead as we combine our strengths to capture new opportunities and lead in the commercial EV transition. That said, this calls to discuss our earnings results for the third quarter, so we won't be taking questions on the Motive transaction at this time. Thank you all for joining today's call. Now I'll open it up for questions, and Kevin, I'll turn it back over to you.

Certainly. We'll now be conducting a question and answer session. If you'd like to be placed into question queue, please press star 1 at this time. A confirmation tone will indicate your line is in the question queue. One moment, please, while we poll for questions. Our first question is coming from Ben Summers from BTIG. Your line is now live.

Hey, how's it going? Good morning, and thank you for taking my question. So kind of on the W56 step van and kind of being eligible for those state-level incentives in California, kind of curious, just, you know, more broader market outlook, how you're seeing state-level incentives across the U.S., kind of depending on different states and what you think the opportunities are, you know, beyond California for this step van. Thank you.

Great question. So we worked with the CARB group and a couple other people in the EV space to make sure the HVIP vouchers are competitive. Out in California, that was successful, and we saw immediate pickup in orders from the FedEx ground guys out there. Right now, about every truck we're building between now and the end of the year has already got a purchase order and an HVIP voucher tied to it. We are seeing some good movement in the state of Washington and the state of New York in terms of vouchers, and we have turned our efforts to those two areas, those two states for sure. And I'd like to say, too, is that we talked about having our truck down the last three years at the FedEx conference for the ground operators. We have one site in California now that's operating more than 20 W56 step vans. Once we get a truck in the hands of a ground operator and they see the reliability of our truck, averaging 97%, 98% of the time, we're seeing repeat orders from multiple FedEx ground operators.

Awesome. Thank you for the color there. Then just kind of curious on cost as we ramp closer towards production of this vehicle, you know, how should we be thinking about that trending, you know, in 26 as we get prepared for the production launch there?

I'm going to ask Bob to answer that question.

Okay. So I think if you look at the cost from two elements, there's obviously the bill of material cost, which, you know, we continue to focus on bringing that down through engineering and supply chain. But also as the production increases, you'll see an improvement in the labor cost as we get into regular cadence on the lines there. So we look to see improvements in both areas as we go forward.

Yeah, we're starting to see, you know, obviously we haven't had a lot of volume so far. And so to get the manufacturing right, we built three or four trucks now perfectly. We had no post-production issues. you know, touch-ups and stuff like that. So our guys are starting to get a handle on how to build the chassis. More importantly, the cabin body. That's a pretty complex assembly operation there. We also have de-escalators in our purchase contracts when we hit certain volumes down the road. We're far from those volumes now, but they're built into the contracts, and that will lower the bill of material costs. We know we have to move closer and closer to be almost on parity with ICE. That's going to take a couple years, and it's going to require us to get to certain levels of volumes, especially on batteries, to lower the cost.

Awesome.

Thank you guys for the call, and thanks for the update. Yeah, one thing I'll say, too, is that once we do get trucks in the field, based on the data we're having right now, both at FedEx and Ground, we're seeing somewhere between a 55% to 65% total cost of operation reduction. No fuel costs, obviously. New trucks, no spare parts. And uptime, again, 98%. So we think that's a good selling point when we're out there talking to fleets.

Great. Thank you guys for taking my questions. Great questions.

Thank you. We've 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, and we're doing our best to do that. And we think the merger with Motive gives us even a bigger opportunity to lower the operating costs 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. Let me just connect your line at this time and have a wonderful day. We thank you for your participation today. Thanks, Kevin.