Electric Last Mile Solutions, Inc.

CIK:0001784168|SEC Filings

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jun. 25, 2021	Sep. 30, 2021	Sep. 30, 2020
REVENUE	$ 0	$ 136			$ 136
COST OF REVENUE	0	134			134
Gross margin	0	2			2
OPERATING EXPENSES:
Research and development expense	0	5,642			8,381
General and administrative expense	0	16,699			24,553
Total operating expenses	0	22,341			32,934
LOSS FROM OPERATIONS	0	(22,339)			(32,932)
Interest expense	0	(656)			(3,126)
Gain on change in fair value of warrant liabilities	0	5,204			6,149
Other income (expense), net	0	12			16
LOSS BEFORE INCOME TAXES	0	(17,779)			(29,893)
Income tax benefit	0	0			0
COMPREHENSIVE LOSS	0	(17,779)			(29,893)
NET LOSS	$ 0	$ (17,779)			$ (29,893)
LOSS PER SHARE:
Basic loss per share (in dollars per share)	$ 0	$ (0.15)			$ (0.31)
Diluted loss per share (in dollars per share)	$ 0	$ (0.15)			$ (0.31)
Basic weighted shares outstanding (in shares)	821,173	118,777,012			95,153,979
Diluted weighted shares outstanding (in shares)	821,173	118,777,012			95,153,979
Predecessor
REVENUE			$ 0	$ 0		$ 0
COST OF REVENUE			0	0		0
Gross margin			0	0		0
OPERATING EXPENSES:
Research and development expense			0	0		0
General and administrative expense			1,916	1,619		6,040
Total operating expenses			1,916	1,619		6,040
LOSS FROM OPERATIONS			(1,916)	(1,619)		(6,040)
Interest expense			0	0		0
Gain on change in fair value of warrant liabilities			0	0		0
Other income (expense), net			(26)	(2)		(27)
LOSS BEFORE INCOME TAXES			(1,942)	(1,621)		(6,067)
Income tax benefit			0	0		0
COMPREHENSIVE LOSS			(1,942)	(1,621)		(6,067)
NET LOSS			$ (1,942)	$ (1,621)		$ (6,067)

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2020	Jun. 25, 2021	Sep. 30, 2021	Sep. 30, 2020
OPERATING ACTIVITIES:
Net loss	$ 0		$ (29,893)
Adjustment to reconcile net loss to net cash used in operating activities:
Noncash interest expense	0		2,470
Gain on change in fair value of warrant liabilities	0		(6,149)
Depreciation and amortization expense	0		1,229
Other	0		72
Defined benefit pension expense, net of (funding)	0		(23)
Share based compensation	0		5,111
Loss on disposal of equipment	0		0
Changes in operating assets and liabilities:
Accounts receivable	0		(136)
Prepaid expenses and other current assets	0		(8,000)
Inventories	0		(7,579)
Accounts payable	0		845
Accrued expenses	0		4,611
Net cash used in operating activities	0		(37,442)
INVESTING ACTIVITIES
SERES Asset Purchase	0		(30,187)
Capital expenditures	0		(1,988)
Net cash used in investing activities	0		(32,175)
FINANCING ACTIVITIES
Change in Predecessor parent's net investment	0		0
Successor paid in capital	10		0
Repurchase of common stock from related party	0		(61)
Proceeds from reverse recapitalization, net of transaction costs	0		243,769
Payments on land contract and promissory note obligations	0		(28,392)
Net cash provided by financing activities	10		215,316
Net increase in cash, cash equivalents and restricted cash	10		145,699
Cash, cash equivalents and restricted cash —Beginning of period	0	$ 25,205	25,205
Cash, cash equivalents and restricted cash —End of period	10		170,904	$ 10
Reconciliation to condensed consolidated balance sheet:
Cash and cash equivalents			143,154
Restricted cash			27,750
Total cash, cash equivalents and restricted cash	10		170,904	10
Predecessor
OPERATING ACTIVITIES:
Net loss		(1,621)		(6,067)
Adjustment to reconcile net loss to net cash used in operating activities:
Noncash interest expense		0		0
Gain on change in fair value of warrant liabilities		0		0
Depreciation and amortization expense		23		35
Other		0		0
Defined benefit pension expense, net of (funding)		17		64
Share based compensation		25		75
Loss on disposal of equipment		0		69
Changes in operating assets and liabilities:
Accounts receivable		0		0
Prepaid expenses and other current assets		35		(54)
Inventories		0		0
Accounts payable		(150)		85
Accrued expenses		(318)		34
Net cash used in operating activities		(1,989)		(5,759)
INVESTING ACTIVITIES
SERES Asset Purchase		0		0
Capital expenditures		0		(23)
Net cash used in investing activities		0		(23)
FINANCING ACTIVITIES
Change in Predecessor parent's net investment		1,989		5,782
Successor paid in capital		0		0
Repurchase of common stock from related party		0		0
Proceeds from reverse recapitalization, net of transaction costs		0		0
Payments on land contract and promissory note obligations		0		0
Net cash provided by financing activities		1,989		5,782
Net increase in cash, cash equivalents and restricted cash		0		0
Cash, cash equivalents and restricted cash —Beginning of period		0	$ 0	0
Cash, cash equivalents and restricted cash —End of period	0	0		0
Reconciliation to condensed consolidated balance sheet:
Total cash, cash equivalents and restricted cash	$ 0	$ 0		$ 0

Condensed Consolidated Balance Sheet - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 143,154,000	$ 25,205,000
Restricted cash	27,750,000	0
Accounts receivable	136,000	0
Prepaid expenses and other current assets	8,503,000	0
Inventories	7,579,000	0
Total current assets	187,122,000	25,205,000
Property, plant and equipment, net	192,736,000	0
Intangibles and other assets, net	6,124,000	38,000
TOTAL ASSETS	385,982,000	25,243,000
Current liabilities:
Accounts payable	7,757,000	1,345,000
Accrued expenses	10,386,000	5,532,000
Current portion of land contract and promissory note	54,286,000	0
Total current liabilities	72,429,000	6,877,000
Convertible promissory notes	0	25,094,000
Land contract and promissory note obligations, net of current portion	29,800,000	0
Warrant liabilities	14,243,000	0
Pension benefit obligation	90,000	0
Other long-term liabilities	451,000	0
Total liabilities	117,013,000	31,971,000
COMMITMENTS AND CONTINGENCIES
Predecessor parent's net investment	0	0
Preferred stock, $0.0001 par value; 100 million shares authorized; none issued or outstanding.	0	0
Common stock, $0.0001 par value; 1 billion shares authorized; 124,027,012 issued and 118,777,012 outstanding at September 30, 2021 and 82,117,288 issued and outstanding at December 31, 2020.	12,000	8,000
Additional paid-in capital	306,578,000	992,000
Accumulated deficit	(37,621,000)	(7,728,000)
Total shareholders' equity (deficit)	268,969,000	(6,728,000)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 385,982,000	25,243,000
Predecessor
Current assets:
Cash and cash equivalents		0
Restricted cash		0
Accounts receivable		0
Prepaid expenses and other current assets		42,000
Inventories		0
Total current assets		42,000
Property, plant and equipment, net		131,908,000
Intangibles and other assets, net		0
TOTAL ASSETS		131,950,000
Current liabilities:
Accounts payable		178,000
Accrued expenses		1,233,000
Current portion of land contract and promissory note		0
Total current liabilities		1,411,000
Convertible promissory notes		0
Land contract and promissory note obligations, net of current portion		0
Warrant liabilities		0
Pension benefit obligation		109,000
Other long-term liabilities		0
Total liabilities		1,520,000
COMMITMENTS AND CONTINGENCIES
Predecessor parent's net investment		130,430,000
Preferred stock, $0.0001 par value; 100 million shares authorized; none issued or outstanding.		0
Common stock, $0.0001 par value; 1 billion shares authorized; 124,027,012 issued and 118,777,012 outstanding at September 30, 2021 and 82,117,288 issued and outstanding at December 31, 2020.		0
Additional paid-in capital		0
Accumulated deficit		0
Total shareholders' equity (deficit)		130,430,000
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$ 131,950,000