Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 30, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-38495 | |
Entity Registrant Name | Nikola Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-4151153 | |
Entity Address, Address Line One | 4141 E Broadway Road | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85040 | |
City Area Code | 480 | |
Local Phone Number | 666-1038 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 378,980,941 | |
Entity Central Index Key | 0001731289 | |
Document Fiscal Year Focus | 2020 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Common stock, $0.0001 par value per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | NKLA | |
Security Exchange Name | NASDAQ | |
Warrants to purchase common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | NKLAW | |
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 698,386 | $ 85,688 |
Restricted cash and cash equivalents | 8,896 | 0 |
Accounts receivable, net | 424 | 770 |
Prepaid in-kind services | 60,000 | 0 |
Prepaid expenses and other current assets | 4,672 | 4,423 |
Total current assets | 772,378 | 90,881 |
Restricted cash and cash equivalents | 0 | 4,144 |
Long-term deposits | 10,328 | 13,223 |
Property and equipment, net | 59,856 | 53,378 |
Intangible assets, net | 62,481 | 62,513 |
Goodwill | 5,238 | 5,238 |
Prepaid in-kind services and other assets | 14,759 | 53 |
Total assets | 925,040 | 229,430 |
Current liabilities | ||
Accounts payable | 7,575 | 5,113 |
Accrued expenses and other current liabilities | 13,952 | 11,425 |
Customer deposits | 4,982 | 0 |
Term note, current | 4,100 | 0 |
Total current liabilities | 30,609 | 16,538 |
Term note | 0 | 4,100 |
Other long-term liabilities | 11,762 | 12,212 |
Deferred tax liabilities, net | 1,074 | 1,072 |
Total liabilities | 43,445 | 33,922 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 0 | 0 |
Common stock, $0.0001 par value, 600,000,000 shares authorized, 360,910,639 and 270,826,092 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 36 | 27 |
Additional paid-in capital | 1,189,845 | 383,961 |
Accumulated deficit | (308,286) | (188,480) |
Total stockholders' equity | 881,595 | 195,508 |
Total liabilities and stockholders' equity | $ 925,040 | $ 229,430 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Stockholders' equity | ||
Preferred stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, shares issued (in shares) | 360,910,639 | 270,826,092 |
Common stock, shares outstanding (in shares) | 360,910,639 | 270,826,092 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Solar revenues | $ 36 | $ 13 | $ 95 | $ 137 |
Cost of solar revenues | 30 | 24 | 72 | 86 |
Gross profit (loss) | 6 | (11) | 23 | 51 |
Operating expenses: | ||||
Research and development | 42,501 | 11,854 | 66,619 | 35,251 |
Selling, general, and administrative | 44,147 | 5,344 | 52,061 | 11,845 |
Total operating expenses | 86,648 | 17,198 | 118,680 | 47,096 |
Loss from operations | (86,642) | (17,209) | (118,657) | (47,045) |
Other income (expense): | ||||
Interest income, net | 23 | 338 | 87 | 671 |
Revaluation of Series A redeemable convertible preferred stock warrant liability | 0 | 98 | 0 | (495) |
Loss on forward contract liability | 0 | 0 | (1,324) | 0 |
Other income (expense), net | (23) | 9 | 90 | 10 |
Loss before income taxes | (86,642) | (16,764) | (119,804) | (46,859) |
Income tax expense | 1 | 2 | 2 | 4 |
Net loss | (86,643) | (16,766) | (119,806) | (46,863) |
Less: Premium on repurchase of redeemable convertible preferred stock | (13,407) | 0 | (13,407) | 0 |
Net loss attributable to common stockholder, basic | (100,050) | (16,766) | (133,213) | (46,863) |
Net loss attributable to common stockholder, diluted | $ (100,050) | $ (16,766) | $ (133,213) | $ (46,863) |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.33) | $ (0.06) | $ (0.46) | $ (0.18) |
Weighted-average shares used to compute net loss per share to common stockholders, basic and diluted (in shares) | 303,785,616 | 260,406,343 | 287,822,558 | 260,406,343 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Previously Reported | Previously ReportedCommon Stock | Previously ReportedAdditional Paid-in Capital | Previously ReportedAccumulated Deficit | Revision of Prior Period, Adjustment | Revision of Prior Period, AdjustmentCommon Stock | Revision of Prior Period, AdjustmentAdditional Paid-in Capital | Revision of Prior Period, AdjustmentAccumulated Deficit | |
Balance at beginning of period (in shares) at Dec. 31, 2018 | 0 | 76,817,224 | (76,817,224) | |||||||||||||
Balance at beginning of period at Dec. 31, 2018 | $ 0 | $ 278,062 | $ (278,062) | |||||||||||||
Balance at end of period (in shares) at Jun. 30, 2019 | 0 | |||||||||||||||
Balance at end of period at Jun. 30, 2019 | $ 0 | |||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 260,406,343 | 60,166,667 | 200,239,676 | |||||||||||||
Balance at beginning of period at Dec. 31, 2018 | 186,240 | $ 0 | $ 26 | $ 284,779 | $ 162 | $ (98,565) | $ (162) | $ (91,822) | $ 1 | $ 6,742 | $ (98,565) | $ 278,062 | $ 25 | $ 278,037 | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Stock-based compensation | 2,587 | 2,587 | ||||||||||||||
Net loss | (46,863) | (46,863) | ||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2019 | 260,406,343 | |||||||||||||||
Balance at end of period at Jun. 30, 2019 | $ 141,964 | $ 26 | 287,528 | (145,590) | ||||||||||||
Balance at beginning of period (in shares) at Mar. 31, 2019 | 0 | 76,817,224 | (76,817,224) | |||||||||||||
Balance at beginning of period at Mar. 31, 2019 | $ 0 | $ 278,062 | $ (278,062) | |||||||||||||
Balance at end of period (in shares) at Jun. 30, 2019 | 0 | |||||||||||||||
Balance at end of period at Jun. 30, 2019 | $ 0 | |||||||||||||||
Balance at beginning of period (in shares) at Mar. 31, 2019 | 260,406,343 | 60,166,667 | 200,239,676 | |||||||||||||
Balance at beginning of period at Mar. 31, 2019 | 157,296 | $ 26 | 286,094 | (128,824) | $ (120,766) | $ 1 | 8,057 | (128,824) | $ 278,062 | $ 25 | 278,037 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Stock-based compensation | 1,434 | 1,434 | ||||||||||||||
Net loss | (16,766) | (16,766) | ||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2019 | 260,406,343 | |||||||||||||||
Balance at end of period at Jun. 30, 2019 | $ 141,964 | $ 26 | 287,528 | (145,590) | ||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 0 | 82,297,742 | (82,297,742) | |||||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ 0 | $ 383,987 | $ (383,987) | |||||||||||||
Balance at end of period (in shares) at Jun. 30, 2020 | 0 | |||||||||||||||
Balance at end of period at Jun. 30, 2020 | $ 0 | |||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 270,826,092 | 60,167,334 | 210,658,758 | |||||||||||||
Balance at beginning of period at Dec. 31, 2019 | 195,508 | $ 27 | 383,961 | (188,480) | $ (188,479) | $ 1 | 0 | (188,480) | $ 383,987 | $ 26 | 383,961 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs (in shares) | [1] | 6,581,340 | ||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs | [1] | 56,250 | $ 1 | 56,249 | ||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution (in shares) | [1] | 9,443,353 | ||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution | [1] | 91,999 | $ 1 | 91,998 | ||||||||||||
Business Combination and PIPE financing (in shares) | 72,272,942 | |||||||||||||||
Business Combination and PIPE financing | $ 616,220 | $ 7 | 616,213 | |||||||||||||
Exercise of stock options (in shares) | 1,786,912 | 1,786,912 | ||||||||||||||
Exercise of stock options | $ 1,884 | 1,884 | ||||||||||||||
Stock-based compensation | 39,540 | 39,540 | ||||||||||||||
Net loss | (119,806) | (119,806) | ||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2020 | 360,910,639 | |||||||||||||||
Balance at end of period at Jun. 30, 2020 | $ 881,595 | $ 36 | 1,189,845 | (308,286) | ||||||||||||
Balance at beginning of period (in shares) at Mar. 31, 2020 | 0 | 84,095,913 | (84,095,913) | |||||||||||||
Balance at beginning of period at Mar. 31, 2020 | $ 0 | $ 414,664 | $ (414,664) | |||||||||||||
Balance at end of period (in shares) at Jun. 30, 2020 | 0 | |||||||||||||||
Balance at end of period at Jun. 30, 2020 | $ 0 | |||||||||||||||
Balance at beginning of period (in shares) at Mar. 31, 2020 | 274,245,640 | 60,167,980 | 214,077,660 | |||||||||||||
Balance at beginning of period at Mar. 31, 2020 | 194,337 | $ 27 | 415,953 | (221,643) | $ (220,327) | $ 1 | $ 1,315 | $ (221,643) | $ 414,664 | $ 26 | $ 414,638 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs (in shares) | [2] | 5,215,933 | ||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs | [2] | 45,573 | $ 1 | 45,572 | ||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution (in shares) | [2] | 7,390,436 | ||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution | [2] | 71,999 | $ 1 | 71,998 | ||||||||||||
Business Combination and PIPE financing (in shares) | 72,272,942 | |||||||||||||||
Business Combination and PIPE financing | 616,220 | $ 7 | 616,213 | |||||||||||||
Exercise of stock options (in shares) | 1,785,688 | |||||||||||||||
Exercise of stock options | 1,882 | 1,882 | ||||||||||||||
Stock-based compensation | 38,227 | 38,227 | ||||||||||||||
Net loss | (86,643) | (86,643) | ||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2020 | 360,910,639 | |||||||||||||||
Balance at end of period at Jun. 30, 2020 | $ 881,595 | $ 36 | $ 1,189,845 | $ (308,286) | ||||||||||||
[1] | Issuance of Series D redeemable convertible preferred stock has been retroactively restated to give effect to the recapitalization transaction. | |||||||||||||||
[2] | Issuance of Series D redeemable convertible preferred stock has been retroactively restated to give effect to the recapitalization transaction. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Statement) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (119,806) | $ (46,863) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,812 | 446 |
Stock-based compensation | 39,540 | 2,587 |
Revaluation of Series A redeemable convertible preferred stock warrant liability | 0 | 495 |
Deferred income taxes | 2 | 4 |
Non-cash in-kind services | 17,241 | 0 |
Loss on forward contract liability | 1,324 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 346 | (206) |
Prepaid expenses and other current assets | (1,204) | (816) |
Accounts payable and accrued expenses and other current liabilities | 9,068 | (5,336) |
Customer deposits | 4,892 | 0 |
Other long-term liabilities | 0 | (107) |
Net cash used in operating activities | (45,785) | (49,796) |
Cash flows from investing activities | ||
Purchases of property and equipment | (3,857) | (4,311) |
Deposits for property and equipment | (2,446) | (4,288) |
Cash paid towards build-to-suit lease | 0 | (11,826) |
Net cash used in investing activities | (6,303) | (20,425) |
Cash flows from financing activities | ||
Proceeds from issuance of Series D redeemable convertible preferred stock, net of issuance costs paid | 50,349 | 0 |
Business Combination and PIPE financing, net of issuance costs paid | 616,736 | 0 |
Proceeds from the exercise of stock options | 1,884 | 0 |
Proceeds from landlord of finance lease | 889 | 0 |
Payments to landlord for finance lease | (320) | 0 |
Proceeds from note payable | 4,134 | 0 |
Payment of note payable | (4,134) | 0 |
Net cash provided by financing activities | 669,538 | 0 |
Net increase (decrease) in cash and cash equivalents, including restricted cash | 617,450 | (70,221) |
Cash and cash equivalents, including restricted cash, beginning of period | 89,832 | 173,956 |
Cash and cash equivalents, including restricted cash, end of period | 707,282 | 103,735 |
Supplementary cash flow disclosures: | ||
Cash paid for interest | 425 | 59 |
Cash interest received | 479 | 721 |
Supplementary disclosures for noncash investing and financing activities: | ||
Accrued purchases and deposits of property and equipment | 1,371 | 13,229 |
Non-cash prepaid in-kind services | 74,758 | 0 |
Accrued Business Combination and PIPE transaction costs | $ 295 | $ 0 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Payments of stock issuance costs | $ (5,751) | $ (8,403) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION (a) Basis of Presentation On June 3, 2020 (the "Closing Date"), VectoIQ Acquisition Corp. ("VectoIQ"), consummated the previously announced merger pursuant to the Business Combination Agreement, dated March 2, 2020 (the "Business Combination Agreement"), by and among the VectoIQ, VCTIQ Merger Sub Corp., a wholly-owned subsidiary of VectoIQ incorporated in the State of Delaware ("Merger Sub"), and Nikola Corporation, a Delaware corporation ("Legacy Nikola"). Pursuant to the terms of the Business Combination Agreement, a business combination between the Company and Legacy Nikola was effected through the merger of Merger Sub with and into Legacy Nikola, with Legacy Nikola surviving as the surviving company and as a wholly-owned subsidiary of VectoIQ (the "Business Combination"). On the Closing Date, and in connection with the closing of the Business Combination, VectoIQ changed its name to Nikola Corporation (the "Company" or "Nikola"). Legacy Nikola was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification ("ASC") 805. This determination was primarily based on Legacy Nikola's stockholders prior to the Business Combination having a majority of the voting interests in the combined company, Legacy Nikola's operations comprising the ongoing operations of the combined company, Legacy Nikola's board of directors comprising a majority of the board of directors of the combined company, and Legacy Nikola's senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Nikola issuing stock for the net assets of VectoIQ, accompanied by a recapitalization. The net assets of VectoIQ are stated at historical cost, with no goodwill or other intangible assets recorded. While VectoIQ was the legal acquirer in the Business Combination, because Legacy Nikola was deemed the accounting acquirer, the historical financial statements of Legacy Nikola became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy Nikola prior to the Business Combination; (ii) the combined results of the Company and Legacy Nikola following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Nikola at their historical cost; and (iv) the Company’s equity structure for all periods presented. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company's common stock, $0.0001 par value per share ("Common Stock") issued to Legacy Nikola's stockholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Nikola redeemable convertible preferred stock and Legacy Nikola common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. Activity within the statement of stockholders' equity for the issuances and repurchases of Legacy Nikola's convertible redeemable preferred stock, were also retroactively converted to Legacy Nikola common stock. The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's audited consolidated financial statements as of and for the year ended December 31, 2019 included in the Prospectus which constituted a part of the Company's Registration Statement on Form S-1 (File No. 333-239940), which was declared effective by the SEC on July 27, 2020 (the "Prospectus"). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. All dollar amounts are in thousands, unless otherwise noted. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified. (b) Funding Risks and Going Concern As an early stage growth company, Nikola’s ability to access capital is critical. Management plans to raise additional capital through a combination of public equity, debt financings, strategic alliances, and licensing arrangements. Additional stock financing may not be available on favorable terms and could be dilutive to current stockholders. Debt financing, if available, may involve restrictive covenants and dilutive financing instruments. The Company’s ability to access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts needed, the Company could be required to delay, scale back, or abandon some or all of its development programs and other operations, which could materially harm the Company’s business, financial condition and results of operations. These financial statements have been prepared by management in accordance with GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that may result from the outcome of this uncertainty. As of the date of this report, the Company’s existing cash resources and existing borrowing availability are sufficient to support planned operations for the next 12 months. As a result, management believes that the Company's existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Comprehensive Loss Comprehensive loss includes all changes in equity during a period from non-owner sources. Through June 30, 2020, there are no components of comprehensive loss which are not included in net loss; therefore, a separate statement of comprehensive loss has not been presented. The Company does not have any foreign currency translation adjustments as a component of other comprehensive loss through June 30, 2020, as the functional currency of all subsidiaries is the U.S. Dollar. (b) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, restricted cash and cash equivalents, and accounts receivable. The Company's cash is placed with high-credit-quality financial institutions and issuers, and at times exceed federally insured limits. The Company limits its concentration of risk in cash equivalents by diversifying its investments among a variety of industries and issuers. The Company has not experienced any credit loss relating to its cash equivalents. (c) Concentration of Supplier Risk The Company is not currently in the production stage and generally utilizes suppliers for outside development and engineering support. The Company does not believe that there is any significant supplier concentration risk during the periods ended June 30, 2020 and 2019. (d) Cash, Cash Equivalents and Restricted Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. Additionally, the Company considers investments in money market funds with a floating net asset value to be cash equivalents. As of June 30, 2020 and December 31, 2019, the Company had $698.4 million and $85.7 million of cash and cash equivalents, which included cash equivalents of $662.4 million and $73.0 million of highly liquid investments at June 30, 2020 and December 31, 2019, respectively. As of June 30, 2020 and December 31, 2019, the Company had $4.1 million in an escrow account related to the securitization of the term loan with JP Morgan Chase included in restricted cash and cash equivalents. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of June 30, 2020 December 31, 2019 Cash and cash equivalents $ 698,386 $ 85,688 Restricted cash and cash equivalents – current 8,896 — Restricted cash and cash equivalents – non-current — 4,144 Cash, cash equivalents and restricted cash and cash equivalents $ 707,282 $ 89,832 (e) Fair Value of Financial Instruments The carrying value and fair value of the Company’s financial instruments are as follows: As of June 30, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 662,406 $ — $ — $ 662,406 Restricted cash equivalents – money market $ 4,100 $ — $ — $ 4,100 As of December 31, 2019 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 73,005 — — $ 73,005 Restricted cash equivalents – money market 4,144 — — 4,144 In September 2019, Legacy Nikola entered into an agreement that required Legacy Nikola to issue, and the investor to purchase, Series D redeemable convertible preferred stock at a fixed price in April 2020 (the “ Forward Contract Liability”), which was accounted for as a liability. The liability was remeasured to its fair value each reporting period and at settlement, which occurred in April 2020 with the issuance of Series D redeemable convertible preferred stock. The change in fair value was recognized in other income (expense) on the consolidated statements of operations. The change in fair value of the Forward Contract Liability was as follows: Estimated fair value at December 31, 2019 $ — Change in fair value 1,324 Estimated fair value at March 31, 2020 $ 1,324 Settlement of forward contract liability $ (1,324) Estimated fair value at June 30, 2020 $ — In determining the fair value of the Forward Contract Liability, estimates and assumptions impacting fair value included the estimated future value of the Company's Series D redeemable convertible preferred stock, discount rates and estimated time to liquidity. The following reflects the significant quantitative inputs used: As of April 10, 2020 December 31, 2019 Estimated future value of Series D redeemable convertible preferred stock $ 19.01 $ 18.52 Discount rate — % 1.56 % Time to liquidity (years) 0 0.3 (f) Recent Accounting Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. The Company expects to become a large accelerated filer on the last day of its fiscal year 2020 and will no longer qualify as an EGC and plans to revise the adoption dates accordingly in subsequent filings. In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) , to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10, Codification Improvements to Topic 842 , Leases, was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. These new leasing standards are effective for the Company beginning January 1, 2021, with early adoption permitted. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments , which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. ASU 2019-12 is effective for the Company beginning January 1, 2022, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, Investments – Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815) , which addresses accounting for the transition into and out of the equity method and provides clarification of the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. ASU 2020-01 is effective for the Company beginning January 1, 2022, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the consolidated financial statements. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATIONOn June 3, 2020, the Company and VectoIQ consummated the merger contemplated by the business combination agreement, with Legacy Nikola surviving the merger as a wholly-owned subsidiary of VectoIQ. Immediately prior to the closing of the Business Combination, all shares of outstanding redeemable convertible preferred stock of Legacy Nikola were automatically converted into shares of Common Stock. Upon the consummation of the Business Combination, each share of Legacy Nikola common stock issued and outstanding was canceled and converted into the right to receive 1.901 shares (the "Exchange Ratio") of Common Stock (the "Per Share Merger Consideration"). Upon the closing of the Business Combination, VectoIQ's certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 750,000,000 shares, of which 600,000,000 shares were designated Common Stock, $0.0001 par value per share, and of which 150,000,000 shares were designated preferred stock, $0.0001 par value per share. In connection with the execution of the Business Combination Agreement, VectoIQ entered into separate subscription agreements (each, a "Subscription Agreement") with a number of investors (each a "Subscriber"), pursuant to which the Subscribers agreed to purchase, and VectoIQ agreed to sell to the Subscribers, an aggregate of 52,500,000 shares of common stock (the "PIPE Shares"), for a purchase price of $10.00 per share and an aggregate purchase price of $525.0 million, in a private placement pursuant to the subscription agreements (the "PIPE"). The PIPE investment closed simultaneously with the consummation of the Business Combination. Prior to the closing of the Business Combination, Legacy Nikola repurchased 2,850,930 shares of Legacy Nikola's Series B redeemable convertible preferred stock at the price of $8.77 per share for an aggregate purchase price of $25.0 million pursuant to a Series B preferred stock repurchase agreement (the "Repurchase Agreement") with Nimbus Holdings LLC ("Nimbus"). The repurchase is retrospectively adjusted in the statement of stockholders' equity to reflect the Company’s equity structure for all periods presented. Immediately following the Business Combination, pursuant to a redemption agreement, Nikola redeemed 7,000,000 shares of Common Stock from M&M Residual, LLC at a purchase price of $10.00 per share. See Note 6 “Related Party Transactions” for further details on the transaction. The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, VectoIQ was treated as the "acquired" company for financial reporting purposes. See Note 1 "Basis of Presentation" for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Nikola issuing stock for the net assets of VectoIQ, accompanied by a recapitalization. The net assets of VectoIQ are stated at historical cost, with no goodwill or other intangible assets recorded. Prior to the Business Combination, Legacy Nikola and VectoIQ filed separate standalone federal, state and local income tax returns. As a result of the Business Combination, structured as a reverse acquisition for tax purposes, Legacy Nikola, which was renamed Nikola Subsidiary Corporation in connection with the Business Combination (f/k/a Nikola Corporation), became the parent of the consolidated filing group, with Nikola Corporation (f/k/a VectoIQ Acquisition Corp.) as a subsidiary. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the six months ended June 30, 2020: Recapitalization Cash - VectoIQ's trust and cash (net of redemptions) $ 238,358 Cash - PIPE 525,000 Less transaction costs and advisory fees paid (51,200) Less VectoIQ loan payoff in conjunction with close (422) Less: M&M Residual redemption (70,000) Less: Nimbus repurchase (25,000) Net Business Combination and PIPE financing 616,736 Less: non-cash net liabilities assumed from VectoIQ (221) Less: accrued transaction costs and advisory fees (295) Net contributions from Business Combination and PIPE financing $ 616,220 The number of shares of Common Stock issued immediately following the consummation of the Business Combination: Number of Shares Common stock, outstanding prior to Business Combination 22,986,574 Less redemption of VectoIQ shares (2,702) Common stock of VectoIQ 22,983,872 VectoIQ Founder Shares 6,640,000 Shares issued in PIPE 52,500,000 Less: M&M Residual redemption (7,000,000) Less: Nimbus repurchase (2,850,930) Business Combination and PIPE financing shares 72,272,942 Legacy Nikola shares (1) 288,631,536 Total shares of Common Stock immediately after Business Combination 360,904,478 (1) The number of Legacy Nikola shares was determined from the 151,831,441 shares of Legacy Nikola common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 1.901. All fractional shares were rounded down. |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at June 30, 2020 and December 31, 2019, respectively: As of June 30, 2020 December 31, 2019 Materials and supplies $ 1,859 $ 1,872 Prepaid expenses and current assets 2,813 2,551 Total prepaid expenses and other current assets $ 4,672 $ 4,423 Property and Equipment Property and equipment consist of the following at June 30, 2020 and December 31, 2019, respectively: As of June 30, 2020 December 31, 2019 Machinery and equipment $ 14,130 $ 13,483 Furniture and fixtures 1,404 1,228 Leasehold improvements 1,376 1,437 Software 2,759 1,909 Building 33,248 33,248 Construction-in-progress 11,636 4,264 Other 1,583 1,309 Property and equipment, gross 66,136 56,878 Less: accumulated depreciation and amortization (6,280) (3,500) Total property and equipment, net $ 59,856 $ 53,378 Depreciation expense for the three months ended June 30, 2020 and 2019 was $1.4 million and $0.2 million, respectively. Depreciation expense for the six months ended June 30, 2020 and 2019 was $2.8 million and $0.4 million, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at June 30, 2020 and December 31, 2019, respectively: As of June 30, 2020 December 31, 2019 Accrued payroll and payroll related expenses $ 1,909 $ 1,385 Accrued stock issuance and transaction costs 295 4,695 Accrued outsourced engineering services 7,732 3,205 Other accrued expenses 3,311 1,480 Current portion of lease financing liability 705 660 Total accrued expenses and other current liabilities $ 13,952 $ 11,425 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows: As of June 30, 2020 Gross Carrying Accumulated Net Carrying In-process R&D $ 12,110 $ — $ 12,110 Trademarks 394 (88) 306 Licenses 50,150 (85) 50,065 Total intangible assets $ 62,654 $ (173) $ 62,481 As of December 31, 2019 Gross Carrying Accumulated Net Carrying In-process R&D $ 12,110 $ — $ 12,110 Trademarks 394 (71) 323 Licenses 50,150 (70) 50,080 Total intangible assets $ 62,654 $ (141) $ 62,513 Amortization expense for the three and six months ended June 30, 2020 and 2019 was immaterial. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Related Party Aircraft Charter Agreement In 2019, the Company entered into an aircraft charter arrangement with the Company’s Executive Chairman (the "Executive Chairman") of the board of directors of the Company and Legacy Nikola's former Chief Executive Officer to reimburse him for the flight hours incurred for Company use on his personal aircraft. These flight hours are related to business travel by the Executive Chairman and other members of the executive team to business meetings and trade conferences, as well as the Executive Chairman's commute between the Company’s headquarters in Phoenix, Arizona, and his residence in Utah. During the three months ended June 30, 2020 and 2019, the Company reimbursed $0.07 million and $0.04 million, respectively, to the Executive Chairman for the use of the aircraft. During the six months ended June 30, 2020 and 2019, the Company reimbursed $0.24 million and $0.04 million, respectively, to the Executive Chairman for use of the aircraft. As of June 30, 2020 and December 31, 2019 the Company had $0.05 million and $0.03 million, respectively, outstanding in accounts payable and accrued expenses to the Executive Chairman for the use of the aircraft. Related Party Revenue and Accounts Receivable During the three months ended June 30, 2020 and 2019 the Company recorded solar revenues of $0.03 million and $0.04 million, respectively, for the provision of solar installation services to the Executive Chairman, which are billed on time and materials basis. During the six months ended June 30, 2020 and 2019 the Company recorded solar revenues of $0.08 million and $0.06 million, respectively, for the provision of solar installation services to the Executive Chairman. As of June 30, 2020 and December 31, 2019, the Company had $3 thousand and $51 thousand, respectively, outstanding in accounts receivable related to solar installation services. The outstanding balance was paid subsequent to period end. Related Party Stock Options In December 2018, the Executive Chairman issued 6,005,139 performance-based stock options to recognize the performance and contribution of specific employees, including certain executive officers, pursuant to Legacy Nikola's Founder Stock Option Plan (the "Founder Stock Option Plan"). The underlying Common Stock of these option awards are owned by M&M Residual, a Nevada limited liability company that is wholly-owned by the Executive Chairman and are considered to be issued by the Company for accounting purposes. These performance-based stock options vest based on the Company's achievement of a liquidation event, such as a private sale or an initial public offering on a U.S. stock exchange. An additional award of 180,153 shares was made under the plan in May 2020, to replace a forfeited grant. The weighted average grant date fair value of the performance-based stock options was $1.20 per share for the period ended June 30, 2020. During the three months ended June 30, 2020, the performance conditions were met upon the closing of the Business Combination. As a result, the Company recognized stock-based compensation expense related to these option awards for $7.2 million during the three and six months ended June 30, 2020. Related Party Redemption of Common Stock Immediately following the Business Combination, pursuant to a redemption agreement, Nikola redeemed 7,000,000 shares of common stock from M&M Residual at a purchase price of $10.00 per share, payable in immediately available funds. The number of shares to be redeemed and the redemption price were determined and agreed upon during negotiations between the various parties to the Business Combination, including the Executive Chairman and representatives of VectoIQ, Legacy Nikola and the Subscribers. Former Related Party License and Service Agreements In September 2019, Legacy Nikola entered into a Master Industrial Agreement (“CNHI Services Agreement”) and S-WAY Platform and Product Sharing Agreement (“CNHI License Agreement”) with CNH Industrial N.V. ("CNHI") and Iveco S.p.A ("Iveco"), a former related party, in conjunction with the Company’s Series D redeemable convertible preferred stock offering. Under these agreements, CNHI and Iveco were issued 25,661,448 shares of Legacy Nikola Series D redeemable convertible preferred stock in exchange for an IP license valued at $50.0 million, $100.0 million in-kind services and $100.0 million in cash. During the three and six months ended June 30, 2020, the Company issued 7,390,436 and 9,443,353 shares of Series D redeemable convertible preferred stock, respectively, to Iveco, in exchange for $72.0 million and $92.0 million of prepaid in-kind services, respectively. During the three and six months ended June 30, 2020, $10.5 million and $17.2 million of in-kind services, respectively, were recognized in research and development on the consolidated statements of operations. As of June 30, 2020 and December 31, 2019, $74.8 million and zero prepaid in-kind services, respectively, were reflected on the consolidated balance sheets. During the three and six months ended June 30, 2020, the Company issued 5,132,291 shares of Series D redeemable convertible preferred stock to Iveco in exchange for $50.0 million in cash. As of June 3, 2020, the entity was no longer considered a related party under ASC 850. Former Related Party Research and Development and Accounts Payable During the three months ended June 30, 2020 and 2019, the Company recorded research and development expenses of $5.6 million and $5.6 million, respectively, from a former related party. During the six months ended June 30, 2020 and 2019, the Company recorded research and development expenses of $6.5 million and $10.7 million, respectively, from a former related party. As of June 30, 2020, the Company had $0.6 million of accounts payable due to the former related party and $5.5 million of accrued expenses due to the former related party. As of December 31, 2019, the Company had $0.6 million of accounts payable due to the former related party and $0.5 million of accrued expenses due to the former related party. As of June 3, 2020, the entity is no longer considered a related party. Former Related Party Stock Repurchase In September 2019, in contemplation of Legacy Nikola’s proposed Series D preferred stock financing, Legacy Nikola entered into an amendment of the letter agreement by and between Legacy Nikola and Nimbus, dated August 3, 2018 (the “Nimbus Redemption Letter Agreement” and as amended, the “Nimbus Amendment”). Pursuant to the terms of the Amendment and the Nimbus Repurchase Agreement, Legacy Nikola agreed to repurchase 3,575,750 shares of Series B redeemable convertible preferred stock held by Nimbus, a former related party, at the share price of $8.77 which is equal to 90% of the share price in the Series D redeemable convertible preferred stock financing of $9.74 per share. The number of shares to be repurchased exceeded five percent (5%) of the contemplated Series D round of financing. This was negotiated by Legacy Nikola in order to reduce the total number of shares of Series B redeemable convertible preferred stock held by Nimbus, to such an extent that Nimbus would no longer be entitled to elect a member of Legacy Nikola's board of directors as a result of Nimbus' Series B preferred stock holdings. The repurchase was completed in October 2019, for an aggregate repurchase amount of $31.4 million. The Amendment also provided Nimbus with additional redemption rights based on various capital raise thresholds, none of which were met as of December 31, 2019. In March 2020, Legacy Nikola entered into an additional letter agreement with Nimbus in which Nimbus agreed to terminate the Nimbus Redemption Letter Agreement. Concurrently, Legacy Nikola entered into an agreement with Nimbus, whereby Legacy Nikola agreed to repurchase an additional 2,850,930 shares of Series B preferred stock from Nimbus at a share price of $8.77 for an aggregate repurchase price of $25.0 million. The parties agreed that the repurchase price constituted the price that Nimbus would otherwise be entitled to under the Nimbus Redemption Letter Agreement. The number of shares to be repurchased was negotiated by Legacy Nikola and Nimbus as a mechanism to compensate Nimbus for agreeing to relinquish its previous redemption rights granted in the Nimbus Redemption Letter Agreement. The repurchase was contingent on completion of the Business Combination which occurred during the quarter ending June 30, 2020, and the Company repurchased the shares in conjunction with the closing of the Business Combination. The Company recorded a reduction to additional paid in capital for the repurchase price in excess of the carrying value of the redeemable convertible preferred stock of $13.4 million. The carrying value of the shares repurchased were recorded as a reduction to redeemable convertible preferred stock, which has been retrospectively adjusted in the statement of stockholders' equity to reflect the Company’s equity structure for all periods presented. For the computation of net loss per share for the three and six months ended June 30, 2020, the repurchase price in excess of the carrying value of the redeemable convertible preferred stock of $13.4 million is reflected as a decrease to net loss attributable to common stockholders (see Note 12). As of June 3, 2020, the entity is no longer considered a related party. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Term Note Debt consisted of a term note for $4.1 million as of June 30, 2020 and December 31, 2019. In January 2018, the Company entered into a term note with JP Morgan Chase, pursuant to which, the Company borrowed $4.1 million to fund equipment purchases. The term note accrued interest at 2.43% per annum and was payable on or before January 31, 2019. The term note is secured by restricted cash. In February 2019, the Company amended the term note to extend its term by one year and increased the interest rate to 3.00% per annum. In February 2020, the Company further amended the term note and extended its term for one year, to January 31, 2021. The term note accrues interest at a rate equal to the LIBOR rate for the applicable interest period multiplied by the statutory reserve rate as determined by the Federal Reserve Board. The term loan has a financial covenant that requires the Company to maintain a minimum amount of liquidity with the bank. As of June 30, 2020, the Company was in compliance with the financial covenant. Payroll Protection Program Note In April 2020, the Company entered into a Note with JP Morgan Chase under the Small Business Administration Paycheck Protection Program established under Section 1102 of the Coronavirus Aid, Relief and Economic Security (CARES) Act, pursuant to which the Company borrowed $4.1 million (the "Note"). The Note accrues interest at rate of 0.98% per annum and matures in 24 months. On April 30, 2020, the Company returned the $4.1 million in proceeds from the Note to JP Morgan Chase. |
CAPITAL STRUCTURE
CAPITAL STRUCTURE | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
CAPITAL STRUCTURE | CAPITAL STRUCTURE Shares Authorized As of June 30, 2020, the Company had authorized a total of 750,000,000 shares for issuance with 600,000,000 shares designated as common stock and 150,000,000 shares designated as preferred stock. Warrants As of June 30, 2020, the Company had 23,000,000 public warrants and 890,000 private warrants outstanding. Each public and private warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. The public warrants will expire on the fifth anniversary of the Business Combination, or earlier upon redemption or liquidation. The Company may call the public warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days' prior written notice of redemption; and • if, and only if, the last reported closing price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which Nikola sends the notice of redemption to the warrant holders. If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. On July 22, 2020 the Company issued a redemption notice to the warrant holders for a redemption of all of the outstanding public warrants, on a cash basis. The redemption is expected to be completed on August 21, 2020. See Note 13, "Subsequent Events" for additional information regarding the redemption of public warrants. |
STOCK BASED COMPENSATION EXPENS
STOCK BASED COMPENSATION EXPENSE | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION EXPENSE | STOCK BASED COMPENSATION EXPENSE 2017 and 2020 Stock Plans Legacy Nikola's 2017 Stock Option Plan (the “2017 Plan”) provides for the grant of incentive and nonqualified options to purchase Legacy Nikola common stock to officers, employees, directors, and consultants of Legacy Nikola. Options are granted at a price not less than the fair market value on the date of grant and generally become exercisable between one and four years after the date of grant. Options generally expire ten years from the date of grant. Outstanding awards under the 2017 Plan continue to be subject to the terms and conditions of the 2017 Plan. Each Legacy Nikola option from the 2017 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option to purchase a number of shares of Common Stock (each such option, an "Exchanged Option") equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy Nikola common stock subject to such Legacy Nikola option immediately prior to the Business Combination and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy Nikola option immediately prior to the consummation of the Business Combination, divided by (B) the Exchange Ratio. Except as specifically provided in the Business Combination Agreement, following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy Nikola option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options. At the Company's special meeting of stockholders held on June 2, 2020, the stockholders approved the Nikola Corporation 2020 Stock Incentive Plan (the "2020 Plan") and the Nikola Corporation 2020 Employee Stock Purchase Plan (the "2020 ESPP"). The 2020 Plan and the 2020 ESPP were previously approved, subject to stockholder approval, by the Company's board of directors on May 6, 2020. The aggregate number of shares authorized for issuance under the 2020 Plan will not exceed 20,000,000, plus the number of shares subject to outstanding awards as of the closing of the Business Combination under the 2017 Plan that are subsequently forfeited or terminated, plus the number of reserved shares not issued or subject to outstanding grants under the 2017 Plan as of the closing of the Business Combination. In addition, the shares authorized for the 2020 Plan may be increased on an annual basis for a period of up to ten years, beginning with the fiscal year that begins January 1, 2021, in an amount equal up to 2.5% of the outstanding shares of Common Stock on the last day of the immediately preceding fiscal year. The aggregate number of shares available for issuance under the 2020 ESPP is 4,000,000, which may be increased on an annual basis of up to 1.0% of the outstanding shares of Common Stock as of the first day of each such fiscal year. The 2020 Plan provides for the grant of incentive and nonqualified stock option, restricted stock units ("RSUs"), restricted share awards, stock appreciation awards, and cash-based awards to employees, outside directors, and consultants of the Company. The 2020 Plan and the 2020 ESPP became effective immediately upon the closing of the Business Combination. No offerings have been authorized to date by the Company's board of directors under the ESPP. Common Stock Valuation Prior to the completion of Business Combination and listing of the Company's common stock on the public stock exchange, the fair value of Legacy Nikola common stock that underlies the stock options was determined by Legacy Nikola's board of directors based upon information available at the time of grant. Because such grants occurred prior to the public trading of the Company's common stock, Legacy Nikola's board of directors determined the fair value of Legacy Nikola common stock with assistance of periodic valuation studies from an independent third-party valuation firm. The valuations were consistent with the guidance and methods outlined in the AICPA Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or AICPA Practice Aid. Stock Option Valuation The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted, which requires the input of highly subjective assumptions. The Company calculates the fair value of each option grant on the grant date using the following assumptions: Expected Term - The Company uses the simplified method when calculating expected term due to insufficient historical exercise data. Expected Volatility - As the Company’s shares have limited history, the volatility is based on a benchmark of comparable companies within the automotive and energy storage industries. Expected Dividend Yield - The dividend rate used is zero as the Company does not have a history of paying dividends on its common stock and does not anticipate doing so in the foreseeable future. Risk-Free Interest Rate - The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. As of June 30, 2020 December 31, 2019 Exercise price $3.58 - $9.66 $1.05 – $3.58 Risk-free interest rate 0.2% - 1.7% 1.4% – 2.7% Expected term (in years) 0.51 – 6.3 5.0 – 6.3 Expected dividend yield — — Expected volatility 83.6% - 85.8% 70.0% – 85.1% The unrecognized compensation cost of stock options as of June 30, 2020 was $3.6 million, which is expected to be recognized over the weighted average remaining service period of 1.97 years. Performance Based Stock Options As of June 30, 2020 and December 31, 2019, the outstanding performance-based options (“PSUs”) issued by the Company were 5,153,485. No PSUs were granted during the six months ended June 30, 2020. The performance-based provision, related to specified amount of equity capital raised, was achieved for all of the outstanding performance-based awards in 2018 and the Company began recognizing expense related to these PSUs in 2018. The 5,153,485 PSUs outstanding as of June 30, 2020 do not include PSUs issued by a related party. See Note 6, “Related Party Transactions” for additional information regarding the related party PSUs. Stock Option Activity Changes in stock options are as follows: Options Weighted Weighted Average Outstanding at December 31, 2019 40,012,825 $ 1.08 8.78 Granted 1,582,496 $ 5.30 Exercised 1,786,912 $ 1.05 Cancelled 91,330 $ 1.65 Outstanding at June 30, 2020 39,717,079 $ 1.25 8.34 Vested and exercisable as of June 30, 2020 36,696,437 $ 1.19 8.31 The weighted-average grant date fair value of stock options issued for the six months ended June 30, 2020 were $8.20. There were 1,786,912 stock options exercised during the six months ended June 30, 2020 and Company received $1.9 million in cash proceeds from the exercise of options. As a result of the Business Combination, vesting of certain stock options and PSUs accelerated in accordance with terms of the related award agreements, resulting in additional stock-based compensation expense of $8.1 million in June 2020. Related Party Performance-based Stock Options Activity In December 2018, the Executive Chairman issued 6,005,139 PSUs to certain employees. An additional award of 180,153 Legacy Nikola options was made under the Founder Stock Option Plan in May 2020, to replace a forfeited grant. As of June 30, 2020 the weighted average exercise price per share was $1.39, the weighted-average grant date fair value was $1.20 per share, and the weighted average remaining contractual term of these PSUs is 8.51 years. All PSUs vested in conjunction with the Business Combination and the Company recorded stock-based compensation expense of $7.2 million in the second quarter of 2020. R estricted Stock Units In June 2020, in connection with the closing of the Business Combination, the Company granted 2,163,000 time-based RSUs to several executive officers and directors of the Company. The RSUs have a vesting cliff of either one Market Based RSUs In June 2020, in connection with the closing of the Business Combination, the Company granted 16,356,000 market based RSUs ("Market Based RSUs") to several executive officers of the Company. The Market Based RSUs contain a stock price index as a benchmark for vesting. These awards have three milestones that each vest depending upon a consecutive 20-trading day stock price target of the Company’s common stock. The shares vested are transferred to the award holders upon the completion of the requisite service period of three years, and upon achievement certification by the Company's board of directors. If the target price for the tranche is not achieved by the end of third anniversary of the grant date, the Market Based RSUs are forfeited. The Market Based RSUs are subject to legal approval by the board of directors as soon as administratively practicable following the effective registration of the securities under the 2020 Plan on a Registration Statement on Form S-8. As all the terms of the Market Based RSUs have been established and communicated, the grant date was achieved as of June 3, 2020. The grant date fair value of the Market Based RSUs was determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The expected volatility in the model of 70% was estimated on the basis of historical volatility of a group of peers, given the limited trading history of the Company. The risk-free interest rate of 0.26% was based on the United States Treasury rate for a term commensurate with the expected life of the grant. The total grant date fair value of the Market Based RSUs was determined to be $466.7 million and will be recognized over the requisite service period of 3 years. The unrecognized compensation expense as of June 30, 2020 was $455.0 million and will be recognized over the remaining service period of 2.9 years. Stock Compensation Expense The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Research and development $ 2,880 $ 155 $ 3,238 $ 305 Selling, general, and administrative 35,347 1,279 36,302 2,282 Total stock-based compensation expense $ 38,227 $ 1,434 $ 39,540 $ 2,587 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES To calculate the interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes.Income tax expense was immaterial for the three and six ended June 30, 2020 and 2019, respectively |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss with respect to loss contingencies for asserted legal and other claims. However, the outcome of litigation is inherently uncertain. There is no material pending or threatened litigation against the Company that remains outstanding as of June 30, 2020. Commitments and Contingencies on Land Conveyance In February 2019, the Company was conveyed 430 acres of land in Coolidge, Arizona, by Pinal Land Holdings, LLC (“PLH”). The purpose of the land conveyance was to incentivize the Company to locate its manufacturing facility in Coolidge, Arizona, and provide additional jobs to the region. The Company is required to commence construction of the manufacturing facility within two years of February 2019 (the “Manufacturing Facility Commencement Deadline”), and is required to complete construction of the manufacturing facility within five years of February 2019 (the “Manufacturing Facility Deadline”). Upon the earlier of the Manufacturing Facility Commencement Deadline or the commencement of construction, the Company will deposit $4.0 million in escrow to PLH. The amount in escrow will be returned to the Company upon completion of construction. If the Company fails to meet the Manufacturing Facility Commencement Deadline, the Company has the option to extend the deadline for one year by providing written notice to PLH and paying PLH $0.5 million. In the event the Company fails to meet the extended deadline, PLH is entitled to either the $4.0 million security deposit, or may reacquire the land from the Company at a price equal to out of pocket costs and expenses incurred by the Company prior to the Manufacturing Facility Commencement Deadline. If the Company fails to meet the Manufacturing Facility Deadline, the Company may extend the completion deadline by paying PLH $0.2 million per month, until construction is completed (the "Monthly Payment Option"). The extension of the Manufacturing Facility Deadline beyond two years will require express written consent of PLH. If the Company does not exercise the Monthly Payment Option, fails to make timely payments on the Monthly Payment Option, or fails to complete construction by the extended Manufacturing Facility Deadline, PLH is entitled to either the $4.0 million security deposit or may reacquire the land and property at the appraised value to be determined by independent appraisers selected by the Company and PLH. Contingent Fee for Advisory Services In January 2020, the Company entered into an agreement to obtain advisory services for the potential Business Combination. The fee for the services was contingent upon completion of the Business Combination, which occurred on June 3, 2020. The contingent fee of $3.0 million was paid during the three months ended June 30, 2020 Commitment to Fund Joint Venture In April 2020, the Company and Iveco entered into a series of agreements which established a joint venture in Europe, Nikola Iveco Europe B.V. The operations expected to be performed by the joint venture consist of the development and manufacturing of the battery-electric vehicle ("BEV") and fuel cell electric vehicle ("FCEV") trucks for the European market, as well as for the North American market while Nikola's greenfield manufacturing facility in Coolidge, Arizona, is being completed. The operations of the joint venture are expected to commence in the third quarter of 2020. The agreements provide for a 50/50 ownership of the joint venture and a 50/50 allocation of the joint venture's production volumes and profits between Nikola and Iveco. Both parties are entitled to appoint an equal number of board members to the board of the joint venture. Pursuant to the terms of the agreements, the Company and Iveco each contributed intellectual property licenses to their respective technology, and agreed to contribute approximately 7.4 million Euros in cash for a 50% interest in the joint venture. The cash contribution is to be funded by September 30, 2020. The intellectual property licenses contributed to the joint venture by Nikola are related to intellectual property related to Nikola-developed BEV and FCEV technology for the use in the European market. Iveco contributed to the joint venture a license for the S-WAY technology for use in the European market. As of June 30, 2020, the joint venture has not commenced operations and the Company has not contributed cash to the entity resulting in no financial statement impact for the period ended June 30, 2020. Based on the preliminary review of the executed and draft agreements, the Company expects to account for the joint venture under the equity method of accounting. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2020 and 2019. Three Months Ended June 30, Six Months Ended 2020 2019 2020 2019 (in thousands, except share and per share data) Numerator: Net loss $ (86,643) $ (16,766) $ (119,806) $ (46,863) Less: Premium on repurchase of redeemable convertible preferred stock (13,407) — (13,407) — Net loss attributable to common stockholder, basic and diluted (100,050) (16,766) (133,213) (46,863) Denominator: Weighted average shares outstanding, basic and diluted 303,785,616 260,406,343 287,822,558 260,406,343 Net loss per share to common stockholder, basic and diluted $ (0.33) $ (0.06) $ (0.46) $ (0.18) Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common stock outstanding would have been anti-dilutive. The following outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Outstanding warrants 23,890,000 — 23,890,000 — Stock options, including performance stock options 39,717,079 39,214,816 39,717,079 39,214,816 Restricted stock units, including market based RSUs 18,519,000 — 18,519,000 — Total 82,126,079 39,214,816 82,126,079 39,214,816 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSOn July 22, 2020, the Company issued a notice of redemption of all of its outstanding public warrants. Holders of the Company’s public warrants have until 5:00 p.m. New York City time, on August 21, 2020, to exercise their public warrants by paying the exercise price of $11.50 per share in cash. Public warrants not exercised by the redemption date will be void and no longer exercisable, and redeemed by the Company for a price of $0.01 per public warrant. The private warrants still held by the initial holders thereof or permitted transferees of the initial holders are not subject to this redemption. As of July 30, 2020, the Company has issued 18,070,302 shares of Common Stock pursuant to the exercise of public warrants and have received approximately $207.8 million of proceeds from such exercises. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's audited consolidated financial statements as of and for the year ended December 31, 2019 included in the Prospectus which constituted a part of the Company's Registration Statement on Form S-1 (File No. 333-239940), which was declared effective by the SEC on July 27, 2020 (the "Prospectus"). |
Consolidation | The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. |
Comprehensive Loss | Comprehensive loss includes all changes in equity during a period from non-owner sources. Through June 30, 2020, there are no components of comprehensive loss which are not included in net loss; therefore, a separate statement of comprehensive loss has not been presented. The Company does not have any foreign currency translation adjustments as a component of other comprehensive loss through June 30, 2020, as the functional currency of all subsidiaries is the U.S. Dollar. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, restricted cash and cash equivalents, and accounts receivable. The Company's cash is placed with high-credit-quality financial institutions and issuers, and at times exceed federally insured limits. The Company limits its concentration of risk in cash equivalents by diversifying its investments among a variety of industries and issuers. The Company has not experienced any credit loss relating to its cash equivalents. |
Concentration of Supplier Risk | The Company is not currently in the production stage and generally utilizes suppliers for outside development and engineering support. |
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. Additionally, the Company considers investments in money market funds with a floating net asset value to be cash equivalents. |
Recent Accounting Pronouncements | As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. The Company expects to become a large accelerated filer on the last day of its fiscal year 2020 and will no longer qualify as an EGC and plans to revise the adoption dates accordingly in subsequent filings. In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) , to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10, Codification Improvements to Topic 842 , Leases, was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. These new leasing standards are effective for the Company beginning January 1, 2021, with early adoption permitted. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments , which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. ASU 2019-12 is effective for the Company beginning January 1, 2022, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, Investments – Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815) , which addresses accounting for the transition into and out of the equity method and provides clarification of the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. ASU 2020-01 is effective for the Company beginning January 1, 2022, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of June 30, 2020 December 31, 2019 Cash and cash equivalents $ 698,386 $ 85,688 Restricted cash and cash equivalents – current 8,896 — Restricted cash and cash equivalents – non-current — 4,144 Cash, cash equivalents and restricted cash and cash equivalents $ 707,282 $ 89,832 |
Restrictions on Cash and Cash Equivalents | The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of June 30, 2020 December 31, 2019 Cash and cash equivalents $ 698,386 $ 85,688 Restricted cash and cash equivalents – current 8,896 — Restricted cash and cash equivalents – non-current — 4,144 Cash, cash equivalents and restricted cash and cash equivalents $ 707,282 $ 89,832 |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis | The carrying value and fair value of the Company’s financial instruments are as follows: As of June 30, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 662,406 $ — $ — $ 662,406 Restricted cash equivalents – money market $ 4,100 $ — $ — $ 4,100 As of December 31, 2019 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 73,005 — — $ 73,005 Restricted cash equivalents – money market 4,144 — — 4,144 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The change in fair value of the Forward Contract Liability was as follows: Estimated fair value at December 31, 2019 $ — Change in fair value 1,324 Estimated fair value at March 31, 2020 $ 1,324 Settlement of forward contract liability $ (1,324) Estimated fair value at June 30, 2020 $ — |
Fair Value Measurement Inputs and Valuation Techniques | The following reflects the significant quantitative inputs used: As of April 10, 2020 December 31, 2019 Estimated future value of Series D redeemable convertible preferred stock $ 19.01 $ 18.52 Discount rate — % 1.56 % Time to liquidity (years) 0 0.3 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the six months ended June 30, 2020: Recapitalization Cash - VectoIQ's trust and cash (net of redemptions) $ 238,358 Cash - PIPE 525,000 Less transaction costs and advisory fees paid (51,200) Less VectoIQ loan payoff in conjunction with close (422) Less: M&M Residual redemption (70,000) Less: Nimbus repurchase (25,000) Net Business Combination and PIPE financing 616,736 Less: non-cash net liabilities assumed from VectoIQ (221) Less: accrued transaction costs and advisory fees (295) Net contributions from Business Combination and PIPE financing $ 616,220 The number of shares of Common Stock issued immediately following the consummation of the Business Combination: Number of Shares Common stock, outstanding prior to Business Combination 22,986,574 Less redemption of VectoIQ shares (2,702) Common stock of VectoIQ 22,983,872 VectoIQ Founder Shares 6,640,000 Shares issued in PIPE 52,500,000 Less: M&M Residual redemption (7,000,000) Less: Nimbus repurchase (2,850,930) Business Combination and PIPE financing shares 72,272,942 Legacy Nikola shares (1) 288,631,536 Total shares of Common Stock immediately after Business Combination 360,904,478 (1) The number of Legacy Nikola shares was determined from the 151,831,441 shares of Legacy Nikola common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 1.901. All fractional shares were rounded down. |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following at June 30, 2020 and December 31, 2019, respectively: As of June 30, 2020 December 31, 2019 Materials and supplies $ 1,859 $ 1,872 Prepaid expenses and current assets 2,813 2,551 Total prepaid expenses and other current assets $ 4,672 $ 4,423 |
Property, Plant and Equipment | Property and equipment consist of the following at June 30, 2020 and December 31, 2019, respectively: As of June 30, 2020 December 31, 2019 Machinery and equipment $ 14,130 $ 13,483 Furniture and fixtures 1,404 1,228 Leasehold improvements 1,376 1,437 Software 2,759 1,909 Building 33,248 33,248 Construction-in-progress 11,636 4,264 Other 1,583 1,309 Property and equipment, gross 66,136 56,878 Less: accumulated depreciation and amortization (6,280) (3,500) Total property and equipment, net $ 59,856 $ 53,378 |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following at June 30, 2020 and December 31, 2019, respectively: As of June 30, 2020 December 31, 2019 Accrued payroll and payroll related expenses $ 1,909 $ 1,385 Accrued stock issuance and transaction costs 295 4,695 Accrued outsourced engineering services 7,732 3,205 Other accrued expenses 3,311 1,480 Current portion of lease financing liability 705 660 Total accrued expenses and other current liabilities $ 13,952 $ 11,425 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows: As of June 30, 2020 Gross Carrying Accumulated Net Carrying In-process R&D $ 12,110 $ — $ 12,110 Trademarks 394 (88) 306 Licenses 50,150 (85) 50,065 Total intangible assets $ 62,654 $ (173) $ 62,481 As of December 31, 2019 Gross Carrying Accumulated Net Carrying In-process R&D $ 12,110 $ — $ 12,110 Trademarks 394 (71) 323 Licenses 50,150 (70) 50,080 Total intangible assets $ 62,654 $ (141) $ 62,513 |
Schedule of Indefinite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows: As of June 30, 2020 Gross Carrying Accumulated Net Carrying In-process R&D $ 12,110 $ — $ 12,110 Trademarks 394 (88) 306 Licenses 50,150 (85) 50,065 Total intangible assets $ 62,654 $ (173) $ 62,481 As of December 31, 2019 Gross Carrying Accumulated Net Carrying In-process R&D $ 12,110 $ — $ 12,110 Trademarks 394 (71) 323 Licenses 50,150 (70) 50,080 Total intangible assets $ 62,654 $ (141) $ 62,513 |
STOCK BASED COMPENSATION EXPE_2
STOCK BASED COMPENSATION EXPENSE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | As of June 30, 2020 December 31, 2019 Exercise price $3.58 - $9.66 $1.05 – $3.58 Risk-free interest rate 0.2% - 1.7% 1.4% – 2.7% Expected term (in years) 0.51 – 6.3 5.0 – 6.3 Expected dividend yield — — Expected volatility 83.6% - 85.8% 70.0% – 85.1% |
Share-based Payment Arrangement, Option, Activity | Changes in stock options are as follows: Options Weighted Weighted Average Outstanding at December 31, 2019 40,012,825 $ 1.08 8.78 Granted 1,582,496 $ 5.30 Exercised 1,786,912 $ 1.05 Cancelled 91,330 $ 1.65 Outstanding at June 30, 2020 39,717,079 $ 1.25 8.34 Vested and exercisable as of June 30, 2020 36,696,437 $ 1.19 8.31 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Research and development $ 2,880 $ 155 $ 3,238 $ 305 Selling, general, and administrative 35,347 1,279 36,302 2,282 Total stock-based compensation expense $ 38,227 $ 1,434 $ 39,540 $ 2,587 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2020 and 2019. Three Months Ended June 30, Six Months Ended 2020 2019 2020 2019 (in thousands, except share and per share data) Numerator: Net loss $ (86,643) $ (16,766) $ (119,806) $ (46,863) Less: Premium on repurchase of redeemable convertible preferred stock (13,407) — (13,407) — Net loss attributable to common stockholder, basic and diluted (100,050) (16,766) (133,213) (46,863) Denominator: Weighted average shares outstanding, basic and diluted 303,785,616 260,406,343 287,822,558 260,406,343 Net loss per share to common stockholder, basic and diluted $ (0.33) $ (0.06) $ (0.46) $ (0.18) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Outstanding warrants 23,890,000 — 23,890,000 — Stock options, including performance stock options 39,717,079 39,214,816 39,717,079 39,214,816 Restricted stock units, including market based RSUs 18,519,000 — 18,519,000 — Total 82,126,079 39,214,816 82,126,079 39,214,816 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 698,386 | $ 85,688 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash and cash equivalents – current | 8,896 | 0 |
Restricted cash and cash equivalents – non-current | 0 | 4,144 |
Cash and cash equivalents | 698,386 | 85,688 |
Money Market | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash and cash equivalents – current | $ 4,100 | |
Restricted cash and cash equivalents – non-current | $ 4,100 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 698,386 | $ 85,688 | ||
Restricted cash and cash equivalents – current | 8,896 | 0 | ||
Restricted cash and cash equivalents – non-current | 0 | 4,144 | ||
Cash, cash equivalents and restricted cash and cash equivalents | $ 707,282 | $ 89,832 | $ 103,735 | $ 173,956 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) - Money Market - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Restricted cash equivalents – money market | $ 4,100 | $ 4,144 |
Fair Value, Inputs, Level 1 | ||
Assets | ||
Restricted cash equivalents – money market | 4,100 | 4,144 |
Fair Value, Inputs, Level 2 | ||
Assets | ||
Restricted cash equivalents – money market | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Assets | ||
Restricted cash equivalents – money market | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Change in Fair Value of Convertible Preferred Stock (Details) - Mandatorily Redeemable Preferred Stock - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Estimated fair value at beginning of period | $ 1,324 | $ 0 |
Change in fair value | 1,324 | |
Settlement of forward contract liability | (1,324) | |
Estimated fair value at end of period | $ 0 | $ 1,324 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimates and Assumptions Impacting Fair Value of Series D Preferred Stock (Details) | Apr. 10, 2020 | Dec. 31, 2019 |
Estimated future value of Series D redeemable convertible preferred stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Financial instruments subject to mandatory redemption, measurement input | 19.01 | 18.52 |
Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Financial instruments subject to mandatory redemption, measurement input | 0 | 0.0156 |
Time to liquidity (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Financial instruments subject to mandatory redemption, measurement input | 0 | 0.3 |
BUSINESS COMBINATION - Narrativ
BUSINESS COMBINATION - Narrative (Details) $ / shares in Units, $ in Millions | Jun. 03, 2020USD ($)$ / sharesshares | Jun. 02, 2020$ / sharesshares | Jun. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||
Conversion of stock, conversion ratio | 1.901 | |||
Common stock and preferred stock, shares authorized (in shares) | 750,000,000 | 750,000,000 | ||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 600,000,000 | |
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | |
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Nimbus Holdings, LLC | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock repurchased during the period (in shares) | 2,850,930 | 2,850,930 | ||
Shares repurchased, price per share (in usd per share) | $ / shares | $ 8.77 | |||
Stock repurchased during the period | $ | $ 25 | |||
M&M Residual, LLC | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock repurchased during the period (in shares) | 7,000,000 | |||
Shares repurchased, price per share (in usd per share) | $ / shares | $ 10 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued in transaction (in shares) | 52,500,000 | |||
Sale of stock, price per share (in usd per share) | $ / shares | $ 10 | |||
Sale of stock, consideration received on transaction | $ | $ 525 |
BUSINESS COMBINATION - Reconcil
BUSINESS COMBINATION - Reconciliation to Statement of Cash Flows and Statement of Equity (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Business Acquisition [Line Items] | ||
Cash - PIPE | $ 525,000 | |
Less VectoIQ loan payoff in conjunction with close | (422) | |
Net contributions from Business Combination and PIPE financing | 616,736 | $ 0 |
Less: accrued transaction costs and advisory fees | (295) | $ 0 |
Net Business Combination and PIPE financing | 616,220 | |
M&M Residual, LLC | ||
Business Acquisition [Line Items] | ||
Repurchase and redemption of stock | (70,000) | |
Nimbus Holdings, LLC | ||
Business Acquisition [Line Items] | ||
Repurchase and redemption of stock | (25,000) | |
VectoIQ | ||
Business Acquisition [Line Items] | ||
Cash - VectoIQ's trust and cash (net of redemptions) | 238,358 | |
Less transaction costs and advisory fees paid | (51,200) | |
Less: non-cash net liabilities assumed from VectoIQ | $ (221) |
BUSINESS COMBINATION - Schedule
BUSINESS COMBINATION - Schedule of Shares Issued (Details) - shares | Jun. 03, 2020 | Jun. 02, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Common stock, shares outstanding (in shares) | 360,904,478 | 151,831,441 | 360,910,639 | 270,826,092 |
Business Combination and PIPE financing (in shares) | 72,272,942 | |||
Legacy Nikola shares (in shares) | 288,631,536 | |||
Private Placement | ||||
Business Acquisition [Line Items] | ||||
Shares issued in PIPE (in shares) | 52,500,000 | |||
Common Shareholders | ||||
Business Acquisition [Line Items] | ||||
Common stock of VectoIQ and VectoIQ Founder Shares (in shares) | 22,983,872 | |||
VectoIQ Founders | ||||
Business Acquisition [Line Items] | ||||
Common stock of VectoIQ and VectoIQ Founder Shares (in shares) | 6,640,000 | |||
M&M Residual, LLC | ||||
Business Acquisition [Line Items] | ||||
Stock repurchased during the period (in shares) | (7,000,000) | |||
Nimbus Holdings, LLC | ||||
Business Acquisition [Line Items] | ||||
Stock repurchased during the period (in shares) | (2,850,930) | (2,850,930) | ||
VectoIQ | ||||
Business Acquisition [Line Items] | ||||
Common stock, shares outstanding (in shares) | 22,986,574 | |||
Stock repurchased during the period (in shares) | (2,702) |
BALANCE SHEET COMPONENTS - Prep
BALANCE SHEET COMPONENTS - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Materials and supplies | $ 1,859 | $ 1,872 |
Prepaid expenses and current assets | 2,813 | 2,551 |
Prepaid expenses and other current assets | $ 4,672 | $ 4,423 |
BALANCE SHEET COMPONENTS - Prop
BALANCE SHEET COMPONENTS - Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 66,136 | $ 56,878 |
Less: accumulated depreciation and amortization | (6,280) | (3,500) |
Total property and equipment, net | 59,856 | 53,378 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,130 | 13,483 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,404 | 1,228 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,376 | 1,437 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,759 | 1,909 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 33,248 | 33,248 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 11,636 | 4,264 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,583 | $ 1,309 |
BALANCE SHEET COMPONENTS - Narr
BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation | $ 1.4 | $ 0.2 | $ 2.8 | $ 0.4 |
BALANCE SHEET COMPONENTS - Accr
BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll and payroll related expenses | $ 1,909 | $ 1,385 |
Accrued stock issuance and transaction costs | 295 | 4,695 |
Accrued outsourced engineering services | 7,732 | 3,205 |
Other accrued expenses | 3,311 | 1,480 |
Current portion of lease financing liability | 705 | 660 |
Total accrued expenses and other current liabilities | $ 13,952 | $ 11,425 |
INTANGIBLE ASSETS, NET - Schedu
INTANGIBLE ASSETS, NET - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (173) | $ (141) |
Gross Carrying Amount | 62,654 | 62,654 |
Total intangible assets | 62,481 | 62,513 |
In-process R&D | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets (excluding goodwill) | 12,110 | 12,110 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 394 | 394 |
Accumulated Amortization | (88) | (71) |
Net Carrying Amount | 306 | 323 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50,150 | 50,150 |
Accumulated Amortization | (85) | (70) |
Net Carrying Amount | $ 50,065 | $ 50,080 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) | Jun. 03, 2020shares | Jun. 02, 2020$ / shares | May 31, 2020shares | Mar. 31, 2020USD ($)$ / sharesshares | Oct. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018$ / sharesshares | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | ||
Related Party Transaction [Line Items] | ||||||||||||||
Options granted (in shares) | shares | 1,582,496 | |||||||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 8.20 | |||||||||||||
Stock-based compensation expense | $ 38,227,000 | $ 1,434,000 | $ 39,540,000 | $ 2,587,000 | ||||||||||
Less: Premium on repurchase of redeemable convertible preferred stock | $ 13,407,000 | 0 | $ 13,407,000 | 0 | ||||||||||
M&M Residual, LLC | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock repurchased during the period (in shares) | shares | 7,000,000 | |||||||||||||
Shares repurchased, price per share (in usd per share) | $ / shares | $ 10 | |||||||||||||
Common Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution (in shares) | shares | 7,390,436 | [1] | 9,443,353 | [2] | ||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs (in shares) | shares | 5,215,933 | [1] | 6,581,340 | [2] | ||||||||||
Series D Preferred Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period (in shares) | shares | 25,661,448 | |||||||||||||
Sale of stock, consideration received on transaction, license value | $ 50,000,000 | |||||||||||||
Sale of stock, consideration received on transaction, value of in-kind services | 100,000,000 | |||||||||||||
Sale of stock, consideration received on transaction | $ 100,000,000 | |||||||||||||
Convertible preferred stock per share (in usd per share) | $ / shares | $ 9.74 | |||||||||||||
Chief Executive Officer | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Revenue from related parties | $ 30,000 | 40,000 | $ 80,000 | 60,000 | ||||||||||
Accounts receivable, related parties, current | 3,000 | 3,000 | $ 51,000 | |||||||||||
Chief Executive Officer | Reissued Performance Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Options granted (in shares) | shares | 180,153 | 6,005,139 | ||||||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 1.20 | |||||||||||||
Stock-based compensation expense | 7,200,000 | 7,200,000 | ||||||||||||
Chief Executive Officer | Aircraft Charter | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction, expenses from transactions with related party | 70,000 | 40,000 | 240,000 | 40,000 | ||||||||||
Accounts payable, related parties | 50,000 | 50,000 | 30,000 | |||||||||||
Affiliated Entity | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Accounts payable, related parties | 600,000 | 600,000 | 600,000 | |||||||||||
Accrued expenses with related parties | $ 5,500,000 | $ 5,500,000 | 500,000 | |||||||||||
Stock repurchased during the period (in shares) | shares | 2,850,930 | |||||||||||||
Shares repurchased, price per share (in usd per share) | $ / shares | $ 8.77 | |||||||||||||
Stock repurchased during the period | $ 25,000,000 | |||||||||||||
Affiliated Entity | Common Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution (in shares) | shares | 7,390,436 | 9,443,353 | ||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution, gross | $ 72,000,000 | $ 92,000,000 | ||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs (in shares) | shares | 5,132,291 | 5,132,291 | ||||||||||||
Issuance of Series D redeemable convertible preferred stock, gross | $ 50,000,000 | $ 50,000,000 | ||||||||||||
Affiliated Entity | Related Party Research And Development Expense | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction, expenses from transactions with related party | 5,600,000 | $ 5,600,000 | 6,500,000 | $ 10,700,000 | ||||||||||
Affiliated Entity | Prepaid In-Kind Services | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction, expenses from transactions with related party | 10,500,000 | 17,200,000 | ||||||||||||
Due from Related Parties | $ 74,800,000 | $ 74,800,000 | $ 0 | |||||||||||
Affiliated Entity | Series D Preferred Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Percentage of financing redeemed | 0.05 | |||||||||||||
Affiliated Entity | Series B Preferred Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share price as percentage of financing | 0.90 | |||||||||||||
Temporary equity repurchased (in shares) | shares | 3,575,750 | |||||||||||||
Temporary equity repurchased, price per share (in usd per share) | $ / shares | $ 8.77 | |||||||||||||
Temporary equity repurchased and retired during period, value | $ 31,400,000 | |||||||||||||
[1] | Issuance of Series D redeemable convertible preferred stock has been retroactively restated to give effect to the recapitalization transaction. | |||||||||||||
[2] | Issuance of Series D redeemable convertible preferred stock has been retroactively restated to give effect to the recapitalization transaction. |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | Apr. 30, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | Feb. 28, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2018 |
Debt Instrument [Line Items] | ||||||||
Term note, current | $ 4,100,000 | $ 0 | ||||||
Term note, noncurrent | 0 | $ 4,100,000 | ||||||
Interest rate, stated percentage | 3.00% | |||||||
Proceeds from issuance of debt | $ 4,134,000 | $ 0 | ||||||
Notes Payable to Banks | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 4,100,000 | |||||||
Interest rate, stated percentage | 2.43% | |||||||
Extension term | 1 year | 1 year | ||||||
Notes Payable to Banks | Paycheck Protection Program, CARES Act | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 0.98% | 0.98% | ||||||
Proceeds from issuance of debt | $ 4,100,000 | |||||||
Repayments of long-term debt | $ 4,100,000 |
CAPITAL STRUCTURE (Details)
CAPITAL STRUCTURE (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020$ / sharesshares | Jun. 30, 2020day$ / sharesshares | Jun. 03, 2020shares | Dec. 31, 2019shares | |
Class of Warrant or Right [Line Items] | ||||
Common stock and preferred stock, shares authorized (in shares) | 750,000,000 | 750,000,000 | 750,000,000 | |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 |
Preferred stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 |
Outstanding warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares called by each warrant (in shares) | 1 | 1 | ||
Warrant exercise price per share (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||
Warrant period following business combination | 30 days | |||
Public Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 23,000,000 | 23,000,000 | ||
Warrant redemption price per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Redemption notice period | 30 days | |||
Redemption price threshold (in usd per share) | $ / shares | $ 18 | $ 18 | ||
Redemption threshold, number of trading days | day | 20 | |||
Redemption threshold, number of consecutive trading days | day | 30 | |||
Private Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 890,000 | 890,000 |
STOCK BASED COMPENSATION EXPE_3
STOCK BASED COMPENSATION EXPENSE - Narrative (Details) | May 06, 2020shares | Jun. 30, 2020USD ($)daymilestoneshares | May 31, 2020shares | Dec. 31, 2018shares | Jun. 30, 2020USD ($)daymilestone$ / sharesshares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)daymilestone$ / sharesshares | Jun. 30, 2019USD ($) | Dec. 31, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized (in shares) | 20,000,000 | ||||||||
Maximum period of annual share authorization increases | 10 years | ||||||||
Maximum annual basis increase | 0.025 | ||||||||
Unrecognized compensation costs, options | $ | $ 3,600,000 | $ 3,600,000 | $ 3,600,000 | ||||||
Outstanding options (in shares) | 39,717,079 | 39,717,079 | 39,717,079 | 40,012,825 | |||||
Options granted (in shares) | 1,582,496 | ||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 8.20 | ||||||||
Exercise of stock options (in shares) | 1,786,912 | ||||||||
Proceeds from the exercise of stock options | $ | $ 1,884,000 | $ 0 | |||||||
Accelerated share-based compensation cost | $ | $ 8,100,000 | ||||||||
Weighted average exercise price of options granted (in dollars per share) | $ / shares | $ 5.30 | ||||||||
Options, weighted average remaining contractual term | 8 years 4 months 2 days | 8 years 9 months 10 days | |||||||
Stock-based compensation expense | $ | $ 38,227,000 | $ 1,434,000 | $ 39,540,000 | $ 2,587,000 | |||||
ESPP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized (in shares) | 4,000,000 | ||||||||
Maximum annual basis increase | 0.010 | ||||||||
Performance Shares | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Outstanding options (in shares) | 5,153,485 | 5,153,485 | 5,153,485 | 5,153,485 | |||||
Options granted (in shares) | 0 | ||||||||
Performance Shares | Chief Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options granted (in shares) | 180,153 | 6,005,139 | |||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 1.20 | ||||||||
Weighted average exercise price of options granted (in dollars per share) | $ / shares | $ 1.39 | ||||||||
Options, weighted average remaining contractual term | 8 years 6 months 3 days | ||||||||
Stock-based compensation expense | $ | $ 7,200,000 | ||||||||
Time-Based Restricted Stock Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation cost recognition period | 2 years 9 months 14 days | ||||||||
Grants in period (in shares) | 2,163,000 | ||||||||
Share-based compensation cost not yet recognized | $ | $ 71,400,000 | $ 71,400,000 | $ 71,400,000 | ||||||
Time-Based Restricted Stock Units | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 3 years | ||||||||
Time-Based Restricted Stock Units | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 1 year | ||||||||
Market Based Restricted Stock Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grants in period (in shares) | 16,356,000 | ||||||||
Award vesting period | 3 years | ||||||||
Share-based compensation cost not yet recognized | $ | $ 455,000,000 | $ 455,000,000 | $ 455,000,000 | ||||||
Number of award vesting milestones | milestone | 3 | 3 | 3 | ||||||
Vesting threshold trading days | day | 20 | 20 | 20 | ||||||
Weighted average volatility rate | 70.00% | ||||||||
Risk-free interest rate | 0.26% | ||||||||
Award requisite service period | 3 years | ||||||||
Shares granted, value | $ | $ 466,700,000 | ||||||||
Weighted average remaining service period | 2 years 10 months 24 days | ||||||||
Share-based Payment Arrangement, Option | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expected dividend yield | 0.00% | 0.00% | |||||||
Compensation cost recognition period | 1 year 11 months 19 days | ||||||||
Share-based Payment Arrangement, Option | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Risk-free interest rate | 1.70% | 2.70% | |||||||
Share-based Payment Arrangement, Option | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Risk-free interest rate | 0.20% | 1.40% |
STOCK BASED COMPENSATION EXPE_4
STOCK BASED COMPENSATION EXPENSE - Share-based Compensation Arrangement Assumptions (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price (in dollars per share) | $ 9.66 | |
Share-based Payment Arrangement, Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Share-based Payment Arrangement, Option | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price (in dollars per share) | $ 3.58 | $ 1.05 |
Risk-free interest rate | 0.20% | 1.40% |
Expected term (in years) | 6 months 3 days | 5 years |
Expected volatility | 83.60% | 70.00% |
Share-based Payment Arrangement, Option | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price (in dollars per share) | $ 3.58 | |
Risk-free interest rate | 1.70% | 2.70% |
Expected term (in years) | 6 years 3 months 18 days | 6 years 3 months 18 days |
Expected volatility | 85.80% | 85.10% |
STOCK BASED COMPENSATION EXPE_5
STOCK BASED COMPENSATION EXPENSE - Stock Option Activity (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Options | ||
Outstanding at beginning of period (in shares) | shares | 40,012,825 | |
Granted (in shares) | shares | 1,582,496 | |
Exercised (in shares) | shares | 1,786,912 | |
Cancelled (in shares) | shares | 91,330 | |
Options at end of period (in shares) | shares | 39,717,079 | 40,012,825 |
Vested and exercisable as of period end (in shares) | shares | 36,696,437 | |
Weighted Average Exercise Price Per share | ||
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 1.08 | |
Granted (in dollars per share) | $ / shares | 5.30 | |
Exercised (in dollars per share) | $ / shares | 1.05 | |
Cancelled (in dollars per share) | $ / shares | 1.65 | |
Outstanding at end of period (in dollars per share) | $ / shares | 1.25 | $ 1.08 |
Vested and exercisable at period end (in dollars per share) | $ / shares | $ 1.19 | |
Weighted Average Remaining Contractual Term (Years) | ||
Outstanding at beginning of period (in years) | 8 years 4 months 2 days | 8 years 9 months 10 days |
Vested and exercisable at period end (in years) | 8 years 3 months 21 days |
STOCK BASED COMPENSATION EXPE_6
STOCK BASED COMPENSATION EXPENSE - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 38,227 | $ 1,434 | $ 39,540 | $ 2,587 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 2,880 | 155 | 3,238 | 305 |
Selling, general, and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 35,347 | $ 1,279 | $ 36,302 | $ 2,282 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) € in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2019USD ($)a | Sep. 30, 2020EUR (€) | Jun. 30, 2020USD ($) | |
Other Commitments [Line Items] | |||
Professional fees | $ 3 | ||
Forecast | |||
Other Commitments [Line Items] | |||
Payments to acquire joint venture | € | € 7.4 | ||
Forecast | Nikola Iveco Europe B.V. | |||
Other Commitments [Line Items] | |||
Equity method investment, volume and profit allocation percentage | 50.00% | ||
Forecast | Iveco | Nikola Iveco Europe B.V. | |||
Other Commitments [Line Items] | |||
Equity method investment, volume and profit allocation percentage | 50.00% | ||
Forecast | Nikola Iveco Europe B.V. | |||
Other Commitments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | ||
Forecast | Nikola Iveco Europe B.V. | Iveco | |||
Other Commitments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | ||
Coolidge, Arizona | |||
Other Commitments [Line Items] | |||
Area of land | a | 430 | ||
Manufacturing Facility Commitment | |||
Other Commitments [Line Items] | |||
Construction completion, maximum extension period (in years) | 2 years | ||
Construction completion period (in years) | 5 years | ||
Security deposit payable | $ 4 | ||
Construction completion extension period (in years) | 1 year | ||
Construction completion extension fee | $ 0.5 | ||
Construction completion deadline monthly extension fee | $ 0.2 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator: | ||||
Net loss | $ (86,643) | $ (16,766) | $ (119,806) | $ (46,863) |
Less: Premium on repurchase of redeemable convertible preferred stock | (13,407) | 0 | (13,407) | 0 |
Net loss attributable to common stockholder, basic | (100,050) | (16,766) | (133,213) | (46,863) |
Net loss attributable to common stockholder, diluted | $ (100,050) | $ (16,766) | $ (133,213) | $ (46,863) |
Denominator: | ||||
Weighted average shares outstanding, basic and diluted (in shares) | 303,785,616 | 260,406,343 | 287,822,558 | 260,406,343 |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.33) | $ (0.06) | $ (0.46) | $ (0.18) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 82,126,079 | 39,214,816 | 82,126,079 | 39,214,816 |
Outstanding warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 23,890,000 | 0 | 23,890,000 | 0 |
Stock options, including performance stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 39,717,079 | 39,214,816 | 39,717,079 | 39,214,816 |
Restricted stock units, including market based RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 18,519,000 | 0 | 18,519,000 | 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jul. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jul. 22, 2020 | |
Subsequent Event [Line Items] | ||||
Proceeds from issuance of common stock | $ 50,349 | $ 0 | ||
Public Warrant | ||||
Subsequent Event [Line Items] | ||||
Warrant redemption price per share (in dollars per share) | $ 0.01 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common stock issued (in shares) | 18,070,302 | |||
Proceeds from issuance of common stock | $ 207,800 | |||
Subsequent Event | Public Warrant | ||||
Subsequent Event [Line Items] | ||||
Warrant exercise price per share (in dollars per share) | $ 11.50 | |||
Warrant redemption price per share (in dollars per share) | $ 0.01 |
Uncategorized Items - nkla-2020
Label | Element | Value |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201807Member |
Money Market Funds [Member] | ||
Cash and Cash Equivalents, Fair Value Disclosure | us-gaap_CashAndCashEquivalentsFairValueDisclosure | $ 73,005,000 |
Cash and Cash Equivalents, Fair Value Disclosure | us-gaap_CashAndCashEquivalentsFairValueDisclosure | 662,406,000 |
Cash and Cash Equivalents, at Carrying Value | us-gaap_CashAndCashEquivalentsAtCarryingValue | 73,000,000 |
Cash and Cash Equivalents, at Carrying Value | us-gaap_CashAndCashEquivalentsAtCarryingValue | 662,400,000 |
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Cash and Cash Equivalents, Fair Value Disclosure | us-gaap_CashAndCashEquivalentsFairValueDisclosure | 0 |
Cash and Cash Equivalents, Fair Value Disclosure | us-gaap_CashAndCashEquivalentsFairValueDisclosure | 0 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and Cash Equivalents, Fair Value Disclosure | us-gaap_CashAndCashEquivalentsFairValueDisclosure | 73,005,000 |
Cash and Cash Equivalents, Fair Value Disclosure | us-gaap_CashAndCashEquivalentsFairValueDisclosure | 662,406,000 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Cash and Cash Equivalents, Fair Value Disclosure | us-gaap_CashAndCashEquivalentsFairValueDisclosure | 0 |
Cash and Cash Equivalents, Fair Value Disclosure | us-gaap_CashAndCashEquivalentsFairValueDisclosure | $ 0 |