Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 21, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-04321 | ||
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 | ||
Title of 12(b) Security | Common stock, $0.0001 par value per share | ||
Trading Symbol | NKLA | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4.5 | ||
Entity Common Stock, Shares Outstanding (in shares) | 413,810,784 | ||
Documents Incorporated by Reference | Items 10, 11, 12, 13 and 14 of Part III incorporate by reference information from the registrant’s proxy statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for the registrant’s 2022 Annual Meeting of Stockholders. | ||
Entity Central Index Key | 0001731289 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Phoenix, Arizona |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 497,241 | $ 840,913 |
Restricted cash and cash equivalents | 0 | 4,365 |
Inventory | 11,597 | 0 |
Prepaid in-kind services | 0 | 46,271 |
Prepaid expenses and other current assets | 15,891 | 5,368 |
Total current assets | 524,729 | 896,917 |
Restricted cash and cash equivalents | 25,000 | 4,000 |
Long-term deposits | 27,620 | 17,687 |
Property, plant and equipment, net | 244,377 | 71,401 |
Intangible assets, net | 97,181 | 50,050 |
Investment in affiliates | 61,778 | 8,420 |
Goodwill | 5,238 | 5,238 |
Other assets | 3,896 | 0 |
Total assets | 989,819 | 1,053,713 |
Current liabilities | ||
Accounts payable | 86,982 | 29,364 |
Accrued expenses and other current liabilities | 93,487 | 17,739 |
Debt and finance lease liabilities, current | 140 | 5,170 |
Total current liabilities | 180,609 | 52,273 |
Long-term debt and finance lease liabilities, net of current portion | 25,047 | 13,956 |
Operating lease liabilities | 2,263 | 0 |
Warrant liability | 4,284 | 7,335 |
Other long-term liabilities | 84,033 | 0 |
Deferred tax liabilities, net | 11 | 8 |
Total liabilities | 296,247 | 73,572 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of December 31, 2021 and 2020 | 0 | 0 |
Common stock, $0.0001 par value, 600,000,000 shares authorized, 413,340,550 and 391,041,347 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 41 | 39 |
Additional paid-in capital | 1,944,341 | 1,540,037 |
Accumulated deficit | (1,250,612) | (560,174) |
Accumulated other comprehensive income (loss) | (198) | 239 |
Total stockholders' equity | 693,572 | 980,141 |
Total liabilities and stockholders' equity | $ 989,819 | $ 1,053,713 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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) | 413,340,550 | 391,041,347 |
Common stock, shares outstanding (in shares) | 413,340,550 | 391,041,347 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Solar revenues | $ 0 | $ 95,000 | $ 482,000 |
Cost of solar revenues | 0 | 72,000 | 271,000 |
Gross profit | 0 | 23,000 | 211,000 |
Operating expenses: | |||
Research and development | 292,951,000 | 185,619,000 | 67,514,000 |
Selling, general, and administrative | 400,575,000 | 182,724,000 | 20,692,000 |
Impairment expense | 0 | 14,415,000 | 0 |
Total operating expenses | 693,526,000 | 382,758,000 | 88,206,000 |
Loss from operations | (693,526,000) | (382,735,000) | (87,995,000) |
Other income (expense): | |||
Interest income (expense), net | (481,000) | 202,000 | 1,456,000 |
Revaluation of warrant liability | 3,051,000 | 13,448,000 | (3,339,000) |
Loss on forward contract liability | 0 | (1,324,000) | 0 |
Other income (expense), net | 4,102,000 | (846,000) | 1,373,000 |
Loss before income taxes and equity in net loss of affiliates | (686,854,000) | (371,255,000) | (88,505,000) |
Income tax expense (benefit) | 4,000 | (1,026,000) | 151,000 |
Loss before equity in net loss of affiliates | (686,858,000) | (370,229,000) | (88,656,000) |
Equity in net loss of affiliates | (3,580,000) | (637,000) | 0 |
Net loss | (690,438,000) | (370,866,000) | (88,656,000) |
Premium paid on repurchase of redeemable convertible preferred stock | 0 | (13,407,000) | (16,816,000) |
Net loss attributable to common stockholders | $ (690,438,000) | $ (384,273,000) | $ (105,472,000) |
Net loss per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ (1.73) | $ (1.15) | $ (0.40) |
Diluted (in dollars per share) | $ (1.74) | $ (1.18) | $ (0.40) |
Weighted-average shares outstanding: | |||
Basic (in shares) | 398,655,081 | 335,325,271 | 262,528,769 |
Diluted (in shares) | 398,784,392 | 335,831,033 | 262,528,769 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Statement) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (690,438) | $ (370,866) | $ (88,656) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment, net of tax | (437) | 239 | 0 |
Comprehensive loss | $ (690,875) | $ (370,627) | $ (88,656) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) | 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 | Accumulated Other Comprehensive Income | Previously Reported | Previously ReportedCommon Stock | Previously ReportedAdditional Paid-in Capital | Previously ReportedAccumulated Deficit | Previously ReportedAccumulated Other Comprehensive Income | 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 | Revision of Prior Period, AdjustmentAccumulated Other Comprehensive Income | |
Balance at beginning of period (in shares) at Dec. 31, 2018 | 76,817,224 | (76,817,224) | |||||||||||||||||
Balance at beginning of period at Dec. 31, 2018 | $ 278,062,000 | $ (278,062,000) | |||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2019 | 0 | ||||||||||||||||||
Balance at end of period at Dec. 31, 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 | 186,240,000 | $ 0 | $ 26,000 | $ 284,779,000 | $ 162,000 | $ (98,565,000) | $ (162,000) | $ 0 | $ (91,822,000) | $ 1,000 | $ 6,742,000 | $ (98,565,000) | $ 0 | $ 278,062,000 | $ 25,000 | $ 278,037,000 | $ 0 | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | [1] | 6,671,998 | |||||||||||||||||
Issuance of stock, net of issuance costs | [1] | 60,305,000 | $ 1,000 | 60,304,000 | |||||||||||||||
Issuance of stock for in-kind contribution (in shares) | [1] | 5,953,515 | |||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in kind contribution | [1] | 58,000,000 | 58,000,000 | ||||||||||||||||
Common stock issued for warrants exercised (in shares) | [1] | 1,368,720 | |||||||||||||||||
Common stock issued for warrants exercised | [1] | 6,116,000 | 6,116,000 | ||||||||||||||||
Repurchase of Series B redeemable convertible preferred stock (in shares) | [1] | (3,575,750) | |||||||||||||||||
Repurchase of Series B redeemable convertible preferred stock | [1] | $ (31,356,000) | (30,259,000) | (1,097,000) | |||||||||||||||
Exercise of stock options (in shares) | 1,266 | 1,266 | |||||||||||||||||
Exercise of stock options | $ 1,000 | 1,000 | |||||||||||||||||
Stock-based compensation | 4,858,000 | 4,858,000 | |||||||||||||||||
Net loss | (88,656,000) | (88,656,000) | |||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2019 | 270,826,092 | ||||||||||||||||||
Balance at end of period at Dec. 31, 2019 | $ 195,508,000 | $ (828,000) | $ 27,000 | 383,961,000 | (188,480,000) | $ (828,000) | 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2016-02 [Member] | ||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 0 | ||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | $ 0 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | [1] | 6,581,340 | |||||||||||||||||
Issuance of stock, net of issuance costs | [1] | 56,250,000 | $ 1,000 | 56,249,000 | |||||||||||||||
Issuance of stock for in-kind contribution (in shares) | [1] | 9,443,353 | |||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in kind contribution | [1] | 91,999,000 | $ 1,000 | 91,998,000 | |||||||||||||||
Common stock issued for warrants exercised (in shares) | 23,006,891 | ||||||||||||||||||
Common stock issued for warrants exercised | 265,463,000 | $ 3,000 | 265,460,000 | ||||||||||||||||
Business Combination and PIPE financing (in shares) | 72,272,942 | ||||||||||||||||||
Business Combination and PIPE financing | $ 594,522,000 | $ 7,000 | 594,515,000 | ||||||||||||||||
Exercise of stock options (in shares) | 8,716,423 | 8,716,423 | |||||||||||||||||
Exercise of stock options | $ 9,863,000 | 9,863,000 | |||||||||||||||||
Issuance of shares upon release of RSUs (in shares) | 194,306 | ||||||||||||||||||
Stock-based compensation | 137,991,000 | 137,991,000 | |||||||||||||||||
Net loss | (370,866,000) | (370,866,000) | |||||||||||||||||
Other comprehensive income | 239,000 | 239,000 | |||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 391,041,347 | ||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | $ 980,141,000 | $ 39,000 | 1,540,037,000 | (560,174,000) | 239,000 | ||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 0 | ||||||||||||||||||
Balance at end of period at Dec. 31, 2021 | $ 0 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 14,213,498 | ||||||||||||||||||
Issuance of stock, net of issuance costs | $ 163,788,000 | $ 1,000 | 163,787,000 | ||||||||||||||||
Exercise of stock options (in shares) | 3,472,267 | 3,472,267 | |||||||||||||||||
Exercise of stock options | $ 4,572,000 | $ 1,000 | 4,571,000 | ||||||||||||||||
Issuance of shares upon release of RSUs (in shares) | 2,523,328 | ||||||||||||||||||
Common stock issued for commitment shares (in shares) | 407,743 | ||||||||||||||||||
Common stock issued for commitment shares | 5,564,000 | 5,564,000 | |||||||||||||||||
Common stock issued for investment in affiliates, net of common stock with embedded put right (in shares) | 1,682,367 | ||||||||||||||||||
Common stock issued for investment in affiliates, net of common stock with embedded put right | 19,139,000 | 19,139,000 | |||||||||||||||||
Reclassification from mezzanine equity to equity after elimination of put right | 5,532,000 | 5,532,000 | |||||||||||||||||
Stock-based compensation | 205,711,000 | 205,711,000 | |||||||||||||||||
Net loss | (690,438,000) | (690,438,000) | |||||||||||||||||
Other comprehensive income | (437,000) | (437,000) | |||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 413,340,550 | ||||||||||||||||||
Balance at end of period at Dec. 31, 2021 | $ 693,572,000 | $ 41,000 | $ 1,944,341,000 | $ (1,250,612,000) | $ (198,000) | ||||||||||||||
[1] | Issuance of redeemable convertible preferred stock and convertible preferred stock warrants have been retroactively restated to give effect to the recapitalization transaction. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net loss | $ (690,438,000) | $ (370,866,000) | $ (88,656,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 8,231,000 | 6,008,000 | 2,323,000 |
Stock-based compensation | 205,711,000 | 137,991,000 | 4,858,000 |
Revaluation of warrant liability | (3,051,000) | (13,448,000) | 3,339,000 |
Non-cash in-kind services | 46,271,000 | 45,729,000 | 8,000,000 |
Loss on forward contract liability | 0 | 1,324,000 | 0 |
Impairment expense | 0 | 14,415,000 | 0 |
Equity in net loss of affiliates | 3,580,000 | 637,000 | 0 |
Issuance of common stock for commitment shares | 5,564,000 | 0 | 0 |
Inventory write-downs | 4,927,000 | 0 | 0 |
Other non-cash activity | 1,626,000 | (1,063,000) | 151,000 |
Changes in operating assets and liabilities: | |||
Inventory | (17,412,000) | 0 | 0 |
Prepaid expenses and other current assets | (10,967,000) | (928,000) | (606,000) |
Accounts payable, accrued expenses and other current liabilities | 96,144,000 | 29,668,000 | (9,366,000) |
Long-term and customer deposits | (4,721,000) | 0 | 0 |
Other assets | (1,216,000) | 0 | 0 |
Operating lease liabilities | (50,000) | 0 | 0 |
Other long-term liabilities | 48,647,000 | 0 | (670,000) |
Net cash used in operating activities | (307,154,000) | (150,533,000) | (80,627,000) |
Cash flows from investing activities | |||
Purchases and deposits for property, plant and equipment | (179,269,000) | (22,324,000) | (21,100,000) |
Investments in affiliates | (25,000,000) | (8,817,000) | 0 |
Settlement of first price differential | (3,412,000) | 0 | 0 |
Proceeds from sale of equipment | 200,000 | 0 | 0 |
Cash paid towards build-to-suit lease | 0 | 0 | (18,202,000) |
Net cash used in investing activities | (207,481,000) | (31,141,000) | (39,302,000) |
Cash flows from financing activities | |||
Proceeds from the exercise of stock warrants, net of issuance costs paid | 0 | 264,548,000 | 2,160,000 |
Repurchase of Series B redeemable convertible preferred stock from related parties, net of issuance costs paid | 0 | 0 | (31,356,000) |
Proceeds from issuance of Series D redeemable convertible preferred stock, net of issuance costs paid | 0 | 50,349,000 | 65,000,000 |
Business Combination and PIPE financing, net of issuance costs paid | 0 | 616,726,000 | 0 |
Proceeds from the exercise of stock options | 4,785,000 | 9,650,000 | 1,000 |
Proceeds from issuance of shares under the Tumim Purchase Agreement | 163,788,000 | 0 | 0 |
Proceeds from landlord on finance lease | 0 | 889,000 | 0 |
Payments on finance lease liability | (863,000) | (1,042,000) | 0 |
Proceeds from issuance of promissory note, net of issuance costs | 24,632,000 | 0 | 0 |
Proceeds from note payable | 0 | 4,134,000 | 0 |
Payment of note payable | (4,100,000) | (4,134,000) | 0 |
Payment for issuance costs | (644,000) | 0 | 0 |
Net cash provided by financing activities | 187,598,000 | 941,120,000 | 35,805,000 |
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | (327,037,000) | 759,446,000 | (84,124,000) |
Cash and cash equivalents, including restricted cash and cash equivalents, beginning of period | 849,278,000 | 89,832,000 | 173,956,000 |
Cash and cash equivalents, including restricted cash and cash equivalents, end of period | 522,241,000 | 849,278,000 | 89,832,000 |
Supplemental cash flow disclosures: | |||
Cash paid for interest | 797,000 | 884,000 | 96,000 |
Cash interest received | 512,000 | 703,000 | 1,437,000 |
Cash paid for income taxes, net of refunds | 0 | 0 | 2,000 |
Supplemental noncash investing and financing activities: | |||
Purchases of property, plant and equipment included in liabilities | 27,510,000 | 6,751,000 | 1,094,000 |
Property acquired through build-to-suit lease | 0 | 0 | 3,243,000 |
Non-cash acquisition of license | 0 | 0 | 50,000,000 |
Accrued Series D redeemable convertible preferred stock issuance costs | 0 | 0 | 4,695,000 |
Non-cash prepaid in-kind services | 0 | 46,271,000 | 0 |
Accrued Business Combination and PIPE transaction costs | 0 | 285,000 | 0 |
Net liabilities assumed from VectoIQ | 0 | 21,919,000 | 0 |
Settlement of forward contract liability | 0 | 1,324,000 | 0 |
Stock option proceeds receivable | 0 | 213,000 | 0 |
Leased assets obtained in exchange for new finance lease liabilities | 646,000 | 0 | 0 |
Common stock issued for commitment shares | 5,564,000 | 0 | 0 |
Common stock issued for investments in affiliates, including common stock with embedded put right | 32,376,000 | 0 | 0 |
Acquired intangible assets included in liabilities | $ 47,181,000 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Payments of stock issuance costs | $ 8,403,000 | $ 4,700 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION (a) Overview Nikola Corporation ("Nikola" or the "Company") is a designer and manufacturer of heavy-duty commercial battery-electric and hydrogen-electric vehicles and energy infrastructure solutions. 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 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. 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 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 redeemable convertible preferred stock, were also retroactively converted to Legacy Nikola common stock. (b) Basis of Presentation The accompanying 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"). 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. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. (c) Funding Risks and Going Concern As an early stage growth company, the Company's ability to access capital is critical. Until the Company can generate sufficient revenue to cover its operating expenses, working capital and capital expenditures, the Company will need to raise additional capital. 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 Annual Report on Form 10-K, 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 | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. (b) Comprehensive Loss Comprehensive loss represents the net loss for the period adjusted for other comprehensive income (loss). Other comprehensive income (loss) is comprised of currency translation adjustments relating to the Company's equity method investment whose functional currency is not the U.S. dollar. (c) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. Th e Company's most significant estimates and judgments involve valuation of the Company's stock-based compensation, including the fair value of common stock and market-based restricted stock units, the valuations of warrant liabilities, derivative liabilities, the Put Right, Price Differential and redeemable convertible preferred stock tranche liability, estimates related to the Company's lease assumptions, contingent liabilities, including litigation reserves, and inventory valuation. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. (d) Segment Information Under ASC 280, Segment Reporting , operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker ("CODM"), in deciding how to allocate resources and in assessing performance. The Company has two components, the Truck business unit and Energy business unit. The Truck business unit is developing and commercializing hydrogen-electric and battery-electric semi-trucks that provide environmentally friendly, cost effective solutions to the trucking sector. The Energy business unit is developing and constructing a network of hydrogen fueling stations to meet hydrogen fuel demand for its customers. To date, the Company has not entered into production for the above-mentioned business units. Therefore, the Company's chief executive officer, who is also the CODM, makes decisions and manages the Company's operations as a single operating and reportable segment for purposes of allocating resources and evaluating financial performance. (e) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, and restricted cash and cash equivalents. The Company's cash is placed with high-credit-quality financial institutions and issuers, and at times exceeds 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. (f) Concentration of Supplier Risk The Company is subject to risks related to its dependence on suppliers as some of the components and technologies used in the Company’s products are produced by a limited number of sources or contract manufacturers. The inability of these suppliers to deliver necessary components in a timely manner, at prices and quantities acceptable to the Company may cause the Company to incur transition costs to other suppliers and could have a material and adverse impact on the Company’s business, growth and financial and operating results. (g) 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 December 31, 2021 and 2020 the Company had $497.2 million and $840.9 million of cash and cash equivalents, which included cash equivalents of $463.9 million and $827.1 million highly liquid investments at December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, the Company had $25 million and $8.4 million, respectively, in current and non-current restricted cash. Restricted cash represents cash that is restricted as to withdrawal or usage and primarily consists of securitization of the Company's letter of credit and term loan, and refundable customer deposits. 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 December 31, 2021 2020 2019 Cash and cash equivalents $ 497,241 $ 840,913 $ 85,688 Restricted cash and cash equivalents—current — 4,365 — Restricted cash and cash equivalents—non-current 25,000 4,000 4,144 Cash, cash equivalents and restricted cash and cash equivalents $ 522,241 $ 849,278 $ 89,832 (h) Fair Value of Financial Instruments The carrying value and fair value of the Company's financial instruments are as follows: As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents—money market $ 463,867 $ — $ — $ 463,867 Liabilities Warrant liability $ — $ — $ 4,284 $ 4,284 Derivative liability — — 4,189 4,189 As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents—money market $ 827,118 $ — $ — $ 827,118 Restricted cash equivalents—money market 4,100 — — 4,100 Liabilities Warrant liability $ — $ — $ 7,335 $ 7,335 During 2019, the Company recognized a $3.3 million loss as a component of other income (expense) on the consolidated statements of operations for the remeasurement of the Series A redeemable convertible preferred stock warrant liability. As of December 31, 2019, all Series A redeemable convertible preferred stock warrants were exercised, upon which time the Company reclassified the warrant liability to additional paid-in capital on the consolidated balance The following table represents the significant unobservable inputs used in determining the fair value of the redeemable convertible preferred stock warrant liability: For the Year Ended December 31, 2019 Risk-free interest rate 1.48% - 2.41% Expected term (in years) 0 - 0.75 Expected dividend yield — Expected volatility 70% 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: Forward Contract Liability Estimated fair value at December 31, 2019 $ — Change in estimated fair value 1,324 Settlement of forward contract liability (1,324) Estimated fair value at December 31, 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 Estimated future value of Series D redeemable convertible preferred stock $ 10.00 Discount rate — % Time to liquidity (years) 0 As a result of the Business Combination, the Company assumed a warrant liability (the "Warrant Liability") related to previously issued private warrants in connection with VectoIQ's initial public offering. The Warrant Liability was remeasured to its fair value at each reporting period and upon settlement. The change in fair value was recognized in revaluation of warrant liability on the consolidated statements of operations. The change in fair value of the Warrant Liability was as follows: Warrant Liability Estimated fair value at December 31, 2019 $ — Warrant liability assumed from the Business Combination 21,698 Change in estimated fair value (13,448) Settlement of warrant liability (915) Estimated fair value at December 31, 2020 7,335 Change in fair value (3,051) Estimated fair value at December 31, 2021 $ 4,284 The fair value of the warrants outstanding was estimated using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used: As of December 31, 2021 2020 Stock price $ 9.87 $ 15.26 Exercise price $ 11.50 $ 11.50 Remaining term (in years) 3.42 4.42 Volatility 90 % 75 % Risk-free rate 1.03 % 0.30 % Expected dividend yield — — On June 22, 2021 (the "WVR Closing Date"), the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) with Wabash Valley Resources LLC (“WVR”) and the sellers party thereto (collectively, the “Sellers”), pursuant to which, the Company purchased a 20% equity interest in WVR in exchange for cash and the Company’s common stock (see Note 7, Investments in Affiliates ). Under the original MIPA, each Seller had a right but not the obligation, in its sole discretion, to cause the Company to purchase a portion of such Seller's Shares outside the specified blackout windows, at $14.86 per share of common stock (the "Put Right") with a maximum common share repurchase of $10.0 million in aggregate. As of the WVR Closing Date, the potential cash settlement from the shares of common stock subject to the Put Right and the fair value of the embedded Put Right was recorded in temporary equity. The fair value of the Put Right, a level 3 measurement, was estimated using a Monte Carlo simulation model. The application of the Monte Carlo simulation model requires the use of a number of inputs and significant assumptions including volatility. The fair value of the Put Right was $3.2 million as of the WVR Closing Date. The following reflects the inputs and assumptions used: As of June 22, 2021 Stock price $ 17.32 Strike price $ 14.86 Volatility 95 % Risk-free rate 0.10 % On September 13, 2021, the Company entered into an Amended Membership Interest Purchase Agreement (the "Amended MIPA") with WVR and the Sellers, pursuant to which the Seller's rights to cause the Company to purchase a portion of such Seller's shares, the Put Right, was removed in its entirety and replaced with the first price differential and second price differential (together the "Price Differential"). The first price differential is equal to $14.86 (the "Issue Price"), less the average closing price for shares of the Company's common stock for the 15 consecutive days immediately following September 20, 2021. The second price differential is equal to the Issue Price less the average closing price for shares of the Company's common stock for the five As a result of the Amended MIPA, the shares of common stock with the embedded Put Right were deemed modified and $13.2 million was reclassified from temporary equity to equity on the consolidated balance sheets. The Price Differential is a freestanding financial instrument and accounted for as a derivative liability. The fair value of the derivative at modification was $7.7 million and was recognized in accrued expenses and other current liabilities on the consolidated balance sheets, resulting in a net impact of $5.5 million to equity. The derivative liability is remeasured to its fair value at each reporting period and upon settlement. In accordance with the Amended MIPA, the first price differential with the WVR Sellers was settled for $3.4 million in the fourth quarter of 2021. The derivative liability was remeasured at each reporting period with changes in its fair value recorded in other income (expense), net on the consolidated statements of operations. The change in fair value of the derivative liability was as follows: Derivative Liability Estimated fair value at September 13, 2021 $ 7,705 Change in estimated fair value (104) Settlement of first price differential (3,412) Estimated fair value at December 31, 2021 $ 4,189 The fair value of the derivative liability, a level 3 measurement, was estimated using a Monte Carlo simulation model. The application of the Monte Carlo simulation model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used: As of December 31, 2021 September 13, 2021 Stock Price $ 9.87 $ 10.03 Strike Price $ 14.86 $ 14.86 Volatility 100 % 95 % Risk-free rate 0.18 % 0.07 % (i) Inventory Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Net realizable value is the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs to complete and transport. Additionally, the Company periodically writes-off the excess and obsolete inventory based upon damaged or impaired goods and expectations about future demand and production plans. (j) Investments Variable Interest Entities The Company may enter into investments in entities that are considered variable interest entities ("VIE") under ASC 810, Consolidations . A VIE is an entity that has either insufficient equity to permit the entity to finance its activities without additional subordinated financial support or equity investors who lack the characteristics of a controlling financial interest. If the Company is a primary beneficiary of a VIE, it is required to consolidate the entity. To determine if the Company is the primary beneficiary of a VIE, the Company evaluates whether it has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the Company. If the Company is not the primary beneficiary and an ownership interest is held in the entity, the interest is accounted for under the equity method of accounting. The Company continuously assesses whether it is the primary beneficiary of a VIE as changes to existing relationships or future transactions may result in changing conclusions. Equity Method Investments in which the Company can exercise significant influence, but do not control, are accounted for using the equity method and are presented on the consolidated balance sheets. The Company’s share of the net earnings or losses of the investee is presented within the consolidated statements of operations. The Company evaluates its equity method investments whenever events or changes in circumstance indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. Distributions received from equity method investees are presented in the consolidated statements of cash flows based on the cumulative earnings approach, whereby distributions received from equity method investments are classified as cash flows from operations to the extent of equity earnings and then as cash flows from investing activities thereafter. Refer to Note 7, Investments in Affiliates , for further discussion. (k) Property, Plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation is generally computed on a straight-line basis over estimated useful life of the respective assets, except for tooling which is depreciated using the consumption method over the estimated productive life of the asset. The useful lives of the Company's assets are as follows: Machinery and equipment 5 to 20 years Furniture and fixtures 7 years Leasehold improvements Shorter of useful life or lease term Software 3 years Buildings 30 to 40 years Deposits on equipment are classified from long-term deposits to property and equipment upon receipt or transfer of title of the related equipment. (l) Leases The Company determines if an arrangement is or contains a lease at inception. This determination depends on whether the arrangement conveys the right to control the use of an explicitly or implicitly identified asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed if the Company obtains the right to direct the use of and obtains substantially all of the economic benefits from using the underlying asset. The Company classifies leases with contractual terms greater than 12 months as either operating or finance. Leases with terms of 12 months or less are not recognized as right-of-use assets or lease liabilities on the consolidated balance sheets pursuant to the short-term lease exclusion. Lease liabilities are recognized based on the present value of lease payments, reduced by lease incentives, at the lease commencement date. The Company uses an incremental borrowing rate to determine the present value of lease payments when the rate implicit in the lease is not readily determinable. The Company's incremental borrowing rate is the rate of interest that it would have to pay to borrow an amount equal to the lease payments, on a collateralized basis and in a similar economic environment over a similar term. Lease assets are recognized based on the related lease liabilities, plus any prepaid lease payments and initial direct costs from executing the leasing arrangement. The lease term includes the base, non-cancelable lease term, and any options to extend or terminate the lease when it is reasonably certain, at commencement, that the Company will exercise such options. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful life of the assets or the lease term. The interest component of a finance lease is included in “Interest income (expense), net” and recognized using the effective interest method over the lease term. Operating lease assets are amortized on a straight-line basis over the term of the lease. Leases with terms of 12 months or less at commencement are expensed over the lease term. The Company has also elected not to separate lease and non-lease components within a leasing arrangement related to the Company's existing classes of assets. Non-lease components primarily include payments for maintenance and utilities. Variable payments related to a lease are expensed as incurred. These costs often relate to payments for real estate taxes, insurance, common area maintenance, and other operating costs in addition to base rent. (m) Goodwill The Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company has determined that there is a single reporting unit for the purpose of the goodwill impairment test, which is performed annually. For purposes of assessing the impairment of goodwill, the Company performs a qualitative analysis on December 31, each year to determine if events or changes in circumstances indicate the fair value of the reporting unit is less than its carrying value. Factors considered which could trigger a further impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets, the Company's overall business strategy, and significant industry or macroeconomic trends. If the qualitative analysis indicates that the carrying value of the asset may not be recoverable based on the existence of one or more of the above indicators, recoverability is determined by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair-market value of the asset. There was no impairment of goodwill for the years ended December 31, 2021, 2020 and 2019. (n) Intangible Assets with Indefinite Useful Lives The Company's prior acquisitions resulted in value assigned to in-process R&D related to the Company's Powersports business unit. In-process R&D has an indefinite useful life until completion or abandonment of the associated R&D efforts. If abandoned, the assets would be impaired. If the activities are completed, a determination is made regarding the useful lives of the assets and the methods of amortization. The Company is required to test its in-process R&D assets for impairment annually using the guidance for indefinite-lived intangible assets. The Company's evaluation consists of first assessing qualitative factors to determine if impairment of the asset is more likely than not. If it is more likely than not that the asset is impaired, the Company determines the fair value of the in-process R&D asset and records an impairment charge if the carrying amount exceeds the fair value. During the fourth quarter of 2020, the Company ceased operations related to the Powersports business unit in order to focus on the Company's primary mission of commercial production of semi-trucks and construction of hydrogen fueling stations. All employees in the Powersports business unit were transferred to the Truck and Energy business units within the Company. As a result, the Company recorded impairment expense related to its in-process R&D during 2020. There were no impairments of indefinite-lived intangible assets for the years ended December 31, 2021 and 2019. See Note 6, Intangible Assets, Net , for further discussion. For intangible assets acquired in a non-monetary exchange, the estimated fair value of the shares transferred are used to establish their recorded values. (o) Long-Lived Assets and Finite Lived Intangibles The Company has finite lived intangible assets for licenses. The Company reviews its long-lived assets and finite lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The events and circumstances the Company monitors and considers include significant decreases in the market price of similar assets, significant adverse changes to the extent and manner in which the asset is used, an adverse change in legal factors or business climate, an accumulation of costs that exceed the estimated cost to acquire or develop a similar asset, and continuing losses that exceed forecasted costs. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flow it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair value of the asset. During the fourth quarter of 2020, the Company ceased use of its Powersports business unit and recorded an impairment charge for certain of its long-lived assets and finite lived intangibles related to the Powersports business unit for the year ended December 31, 2020. There were no impairments of long-lived assets for the years ended December 31, 2021 and 2019. See Note 4, Balance Sheet Components , and Note 6, Intangible Assets, Net , for further discussion. (p) Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is recognized when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company's lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of December 31, 2021 and 2020. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. (q) Stock-based Compensation The Company recognizes the cost of stock-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. The Company reverses previously recognized costs for unvested awards in the period forfeitures occur. The Company determines the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield. The fair value of restricted stock unit ("RSU") awards is determined using the closing price of the Company's common stock on the grant date. The fair value of market based RSU awards ("Market Based RSUs") is 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. (r) Redeemable Convertible Preferred Stock Warrant Liability The Company has issued freestanding warrants to purchase shares of its Series A redeemable convertible preferred stock that are classified outside of permanent equity. As such these warrants were recorded at fair value, and subject to remeasurement at each balance sheet date until the earlier of the exercise of the warrants or the completion of a liquidation event, including the completion of an initial public offering. Upon exercise, the redeemable convertible preferred stock warrant liability was reclassified to additional paid-in capital. (s) Warrant Liability The Company may issue common stock warrants with debt, equity or as a standalone financing instruments that are recorded as either liabilities or equity in accordance with the respective accounting guidance. Warrants recorded as equity are recorded at their relative fair value determined at the issuance date and remeasurement is not required. Warrants recorded as liabilities are recorded at their fair value, within warrant liability on the consolidated balance sheets, and remeasured on each reporting date with changes recorded in "Revaluation of warrant liability" on the Company's consolidated statements of operations. (t) Research and Development Expense Research and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor, stock-based compensation related to development of the Company's products and services, and expenses related to operating the Coolidge manufacturing plant until the start of commercial production. Research and development costs are expensed as incurred. (u) Selling, General, and Administrative Expense Selling, general, and administrative expense consist of personnel related expenses for corporate, executive, finance, and other administrative functions, expenses for outside professional services, including legal, audit and accounting services, as well as expenses for facilities, depreciation, amortization, travel, and marketing costs. Personnel related expenses consist of salaries, benefits, and stock-based compensation. Advertising expense is expensed as incurred and was $1.9 million, $0.7 million and $2.5 million for the years ended December 31, 2021, 2020, and 2019, respectively. (v) Other Income (Expense) Other income (expense) consist of grant income received from various governmental entities, foreign currency gains and losses, unrealized gains and losses on investments, revaluation gains and losses on the derivative liability, and gains and losses on the sale of equipment. Grant income is recognized as income over the periods necessary to match the income on a systematic basis to the costs that it is intended to compensate. For the year ended December 31, 2021 and 2020, the Company recognized a $1.4 million gain and $0.8 million loss, respectively, related to foreign currency adjustments. For the year ended December 31, 2019 foreign currency gains and losses were immaterial. (w) Net Loss Per Share Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss, adjusted for the revaluation of warrant liability, by the weighted average number of common shares outstanding for the period, adjusted for the dilutive effect of shares of common stock equivalents resulting from the assumed exercise of the warrants. The treasury stock method is used to calculate the potential dilutive effect of these common stock equivalents. (x) Recent Accounting Pronouncements In November 2021, the Financial Accounting Standards Board ("FASB") issued ASU No. 2021-10, Government Assistance, to increase transparency of government assistance which requires annual disclosures about transactions with a government entity that are accounted for by applying a grant or contribution accounting model by analogy. ASU 2021-10 is effective for annual periods beginning after December 15, 2021 and early adoption is permitted. The Company plans to adopt ASU 2021-10 for the year ended December 31, 2022, and is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures. (y) Recently Adopted Accounting Pronouncements 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 fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted the ASU on January 1, 2021 and it did not have a material impact on the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer's accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for convertible debt instruments wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share. The treasury method will no longer be available. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the year. The Company early adopted the ASU on January 1, 2021, and there was no impact to the Company's consolidated financial statements. In December 2020, the FASB is |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS On 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 the Company's 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 the Company's 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 the Company's 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 consolidated statements 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 No te 8, R elated 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 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. 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 period ended December 31, 2020: Recapitalization Cash - VectoIQ's trust and cash (net of redemptions) $ 238,358 Cash - PIPE 525,000 Less: transaction costs and advisory fees paid (51,210) 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 616,726 Less: non-cash net liabilities assumed from VectoIQ (21,919) Less: accrued transaction costs and advisory fees (285) Net contributions from Business Combination and PIPE financing $ 594,522 The number of shares of common stock issued immediately following the consummation of the Business Combination were as follows: 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 | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Inventory Inventory consists of the following: As of December 31, 2021 Raw materials $ 7,344 Work-in-process 4,253 Total inventory $ 11,597 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at December 31, 2021 and 2020, respectively: As of December 31, 2021 2020 Deferred implementation costs (1) $ 2,443 $ 511 Non-trade receivables (2) 2,717 — Prepaid expenses and other current assets 10,731 4,857 Total prepaid expenses and other current assets $ 15,891 $ 5,368 (1) The capitalized costs are amortized on a straight-line basis over the non-cancellable contract term of five years. The Company recorded an immaterial amount to amortization expense on the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019. (2) For the year ended December 31, 2021, the Company recognized government grant income totaling $2.4 million in connection with the Arizona Qualified Facility Tax Credit (“QFTC”). As U.S. GAAP does not contain authoritative accounting standards on this topic, the Company accounted for the QFTC by analogy to International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance. Under IAS 20, the grant is recognized on a systematic basis over the periods in which the qualifying expenses are incurred when it is determined that receipt of the grant is no longer contingent. As of December 31, 2021, the Company recognized $1.2 million in "Prepaid expenses and other current assets" and $1.2 million in "Other assets" on the consolidated balance sheets. Property, Plant and Equipment, Net Property and equipment consist of the following at December 31, 2021 and 2020, respectively: As of December 31, 2021 2020 Buildings $ 104,333 $ — Construction-in-progress 103,515 21,218 Machinery and equipment 36,551 14,820 Furniture and fixtures 1,480 1,480 Leasehold improvements 2,883 1,488 Software 7,562 4,285 Finance lease assets 646 34,775 Other 3,914 1,750 Property, plant and equipment, gross 260,884 79,816 Less: accumulated depreciation and amortization (16,507) (8,415) Total property, plant and equipment, net $ 244,377 $ 71,401 Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $8.2 million, $6.0 million and $2.3 million, respectively. Construction-in-progress on the Company's consolidated balance sheets as of December 31, 2021 relates primarily to the continued expansion of the Company's manufacturing plant in Coolidge, Arizona, and build-out of the Company's headquarters and R&D facility in Phoenix, Arizona. For the year ended December 31, 2020, the Company expensed $2.0 million of construction-in-progress and machinery and equipment, net of accumulated depreciation, to impairment expense on the consolidated statements of operations. These assets were related to the Powersports business unit whose operations ceased in the fourth quarter of 2020. The Company had no impairment expense for the years ended December 31, 2021 and 2019. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at December 31, 2021 and 2020, respectively: As of December 31, 2021 2020 Settlement liability $ 50,000 $ — Accrued purchase of intangible asset 11,344 — Goods received not yet invoiced 8,253 — Accrued legal expenses 5,664 8,845 Derivative liability 4,189 — Accrued payroll and payroll related expenses 2,521 1,105 Accrued purchases of property, plant and equipment 2,817 2,533 Accrued outsourced engineering services 1,134 2,514 Other accrued expenses 7,565 2,742 Total accrued expenses and other current liabilities $ 93,487 $ 17,739 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES As of December 31, 2021 the Company leased various buildings for warehousing and office space, as well as various IT equipment under noncancellable operating and finance leases expiring at various dates t hrough December 2026. Th e Company's leases as of December 31, 2021, do not contain options to renew that the Company has deemed reasonably certain to exercise. The Company's lease agreements do not contain material residual value guarantees or material restrictive covenants. In February 2018, the Company entered into a non-cancellable lease agreement and purchase option for the headquarters and R&D facility in Phoenix, Arizona. The lease commenced in September 2018, with a term of 11.75 years. During the third quarter of 2021, the Company issued a notice indicating its intent to exercise the purchase option for $25.1 million. As of the issuance of the notice, the lease liability was remeasured resulting in a $10.5 million remeasurement adjustment to the lease liability and a corresponding increase to the finance lease asset. During the fourth quarter of 2021, the purchase of the headquarters and R&D facility closed resulting in the derecognition of the related finance lease liability balance of $24.7 million and reclassification of the finance lease asset balance to buildings. The purchase was financed with the issuance of a $25.0 million Promissory Note, refer to Note 9, Debt and Finance Lease Liabilities . The following table summarizes the effects of finance and operating lease costs in the Company's consolidated statements of operations for the year ended December 31, 2021: Consolidated Statements of Operations Caption Year Ended December 31, 2021 2020 Operating lease cost: Lease cost Research and development and Selling, general and administrative $ 130 $ — Variable lease cost (1) Research and development and Selling, general and administrative 26 — Total operating lease cost 156 — Short-term lease cost Research and development and Selling, general and administrative 1,155 19 Finance lease cost: Amortization of right of use assets Research and development and Selling, general and administrative 2,758 3,312 Interest on lease liabilities Interest income (expense), net 789 782 Variable lease cost (1) Research and development and Selling, general and administrative 738 744 Total finance lease cost 4,285 4,838 Total lease cost $ 5,596 $ 4,857 (1) Variable lease costs were not included in the measurement of the operating and finance lease liabilities and primarily include property taxes, property insurance and common area maintenance expenses. Supplemental balance sheet information related to leases is as follows: Classification As of December 31, 2021 2020 Assets Finance lease assets, net Property, plant and equipment, net $ 570 $ 31,463 Operating lease assets Other assets 2,681 — Total lease assets $ 3,251 $ 31,463 Liabilities Current: Finance lease liabilities Debt and finance lease liabilities, current $ 140 $ 1,070 Operating lease liabilities Accrued expenses and other current liabilities 475 — Non-current: Finance lease liabilities Long-term debt and finance lease liabilities, net of current portion 408 13,956 Operating lease liabilities Operating lease liabilities 2,263 — Total lease liabilities $ 3,286 $ 15,026 As of December 31, 2021 2020 Weighted average remaining lease term (years) Finance leases 3.91 9.50 Operating leases 4.81 — Weighted average discount rate Finance leases 4.69 % 5.00 % Operating leases 4.00 % — % Supplemental cash flow information relates to leases is as follows: As of December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow for finance leases $ 789 $ — Operating cash flow for operating leases 72 — Leased assets obtained in exchange for lease liabilities Finance leases $ 646 $ — Operating leases 2,788 — Maturities of the Company's lease liabilities are as follows: Years Ended December 31, Finance leases Operating leases Total 2022 $ 162 $ 577 $ 739 2023 163 625 788 2024 154 643 797 2025 69 617 686 2026 51 562 613 Thereafter — — — Total lease payments $ 599 $ 3,024 $ 3,623 Less: imputed interest 51 286 337 Total lease liabilities $ 548 $ 2,738 $ 3,286 Less: current portion 140 475 615 Long-term lease liabilities $ 408 $ 2,263 $ 2,671 |
LEASES | LEASES As of December 31, 2021 the Company leased various buildings for warehousing and office space, as well as various IT equipment under noncancellable operating and finance leases expiring at various dates t hrough December 2026. Th e Company's leases as of December 31, 2021, do not contain options to renew that the Company has deemed reasonably certain to exercise. The Company's lease agreements do not contain material residual value guarantees or material restrictive covenants. In February 2018, the Company entered into a non-cancellable lease agreement and purchase option for the headquarters and R&D facility in Phoenix, Arizona. The lease commenced in September 2018, with a term of 11.75 years. During the third quarter of 2021, the Company issued a notice indicating its intent to exercise the purchase option for $25.1 million. As of the issuance of the notice, the lease liability was remeasured resulting in a $10.5 million remeasurement adjustment to the lease liability and a corresponding increase to the finance lease asset. During the fourth quarter of 2021, the purchase of the headquarters and R&D facility closed resulting in the derecognition of the related finance lease liability balance of $24.7 million and reclassification of the finance lease asset balance to buildings. The purchase was financed with the issuance of a $25.0 million Promissory Note, refer to Note 9, Debt and Finance Lease Liabilities . The following table summarizes the effects of finance and operating lease costs in the Company's consolidated statements of operations for the year ended December 31, 2021: Consolidated Statements of Operations Caption Year Ended December 31, 2021 2020 Operating lease cost: Lease cost Research and development and Selling, general and administrative $ 130 $ — Variable lease cost (1) Research and development and Selling, general and administrative 26 — Total operating lease cost 156 — Short-term lease cost Research and development and Selling, general and administrative 1,155 19 Finance lease cost: Amortization of right of use assets Research and development and Selling, general and administrative 2,758 3,312 Interest on lease liabilities Interest income (expense), net 789 782 Variable lease cost (1) Research and development and Selling, general and administrative 738 744 Total finance lease cost 4,285 4,838 Total lease cost $ 5,596 $ 4,857 (1) Variable lease costs were not included in the measurement of the operating and finance lease liabilities and primarily include property taxes, property insurance and common area maintenance expenses. Supplemental balance sheet information related to leases is as follows: Classification As of December 31, 2021 2020 Assets Finance lease assets, net Property, plant and equipment, net $ 570 $ 31,463 Operating lease assets Other assets 2,681 — Total lease assets $ 3,251 $ 31,463 Liabilities Current: Finance lease liabilities Debt and finance lease liabilities, current $ 140 $ 1,070 Operating lease liabilities Accrued expenses and other current liabilities 475 — Non-current: Finance lease liabilities Long-term debt and finance lease liabilities, net of current portion 408 13,956 Operating lease liabilities Operating lease liabilities 2,263 — Total lease liabilities $ 3,286 $ 15,026 As of December 31, 2021 2020 Weighted average remaining lease term (years) Finance leases 3.91 9.50 Operating leases 4.81 — Weighted average discount rate Finance leases 4.69 % 5.00 % Operating leases 4.00 % — % Supplemental cash flow information relates to leases is as follows: As of December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow for finance leases $ 789 $ — Operating cash flow for operating leases 72 — Leased assets obtained in exchange for lease liabilities Finance leases $ 646 $ — Operating leases 2,788 — Maturities of the Company's lease liabilities are as follows: Years Ended December 31, Finance leases Operating leases Total 2022 $ 162 $ 577 $ 739 2023 163 625 788 2024 154 643 797 2025 69 617 686 2026 51 562 613 Thereafter — — — Total lease payments $ 599 $ 3,024 $ 3,623 Less: imputed interest 51 286 337 Total lease liabilities $ 548 $ 2,738 $ 3,286 Less: current portion 140 475 615 Long-term lease liabilities $ 408 $ 2,263 $ 2,671 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 Gross Carrying Accumulated Net Carrying Licenses: S-Way Product and Platform license $ 50,000 $ — $ 50,000 FCPM license 47,181 — 47,181 Total intangible assets $ 97,181 $ — $ 97,181 As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Licenses $ 50,150 $ (100) $ 50,050 Total intangible assets $ 50,150 $ (100) $ 50,050 Amortization expense for the years ended December 31, 2021, 2020, and 2019 was immaterial. For the year ended December 31, 2020, the Company expensed $12.1 million of in-process R&D and $0.3 million of trademarks, net of accumulated amortization, previously included in intangible assets to impairment expense on the consolidated statements of operations. These assets were related to the Powersports business unit whose operations ceased in the fourth quarter of 2020. The Company had no impairment expense for the years ended December 31, 2021 and 2019. As part of the Series D financing, the Company was granted a non-exclusive and non-transferable license to intellectual property used in the Iveco S-WAY Platform and Product, which is the cab over engine truck manufactured by Iveco S.p.A ("Iveco"), a wholly-owned subsidiary of CNH Industrial N.V. ("CNHI"). The material rights under the license agreement include the non-exclusive use of the S-WAY key technology to manufacture, distribute and service BEV and FCEV trucks and related components in the United States, and the ability to grant the use of the key technology to the Company's North American sub-suppliers. The Company intends to utilize the license solely in North America for the development of BEV and FCEV trucks. The fair value of the license was determined to be $50.0 million. In exchange for the license, the Company issued 5,132,291 shares of Series D redeemable convertible preferred stock to CNHI and its affiliates. The Company will amortize the license over a 7-year useful life, beginning at the start of commercial production, as it reflects the period over which the sales of BEV and FCEV trucks utilizing Iveco S-WAY platform are expected to contribute to the Company's cash flows . As of December 31, 2021, the Company has not started amortizing the license. The Company expects to start amortizing the license upon start of commercial production for the Tre BEV, in the first half of 2022. During the third quarter of 2021, the Company was granted a non-exclusive and non-transferable license to intellectual property that will be used to adapt, further develop and assemble fuel cell power modules ("FCPMs") for use in the production of the Company's fuel cell electric vehicles ("FCEV"). The license was accounted for as an asset acquisition and the accumulated cost of the license was determined to be 40.0 million euros or $47.2 million. As of December 31, 2021, the Company recognized 10.0 million euros or $11.3 million in "Accrued expenses and other current liabilities" and 30.0 million euros or $34.0 million in "Other long-term liabilities" on the consolidated balance sheets, related to the payments for the license, which will be made in four installments from 2022 through 2023. The Company will amortize the license beginning at the start of production for FCEVs. As of December 31, 2021, the Company has not started amortizing the license. Estimated amortization expense for all intangible assets subject to amortization in future years is expected to be: Years Ended December 31, Amortization 2022 $ 5,357 2023 10,285 2024 13,428 2025 13,428 2026 13,428 Thereafter 41,255 Total $ 97,181 |
INVESTMENTS IN AFFILIATES
INVESTMENTS IN AFFILIATES | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN AFFILIATES | INVESTMENTS IN AFFILIATESInvestments in unconsolidated affiliates accounted for under the equity method consisted of the following: As of December 31, Ownership 2021 2020 Nikola Iveco Europe GmbH 50 % $ 4,083 $ 8,420 Wabash Valley Resources LLC 20 % 57,695 — $ 61,778 $ 8,420 Nikola Iveco Europe GmbH The Company and Iveco are parties to a series of agreements which established a joint venture in Europe, Nikola Iveco Europe GmbH. The operations of the joint venture are located in Ulm, Germany, and consist of manufacturing the BEV and FCEV Class 8 trucks for the European market, as well as for the North American market while the Company's greenfield manufacturing facility in Coolidge, Arizona, is being completed. 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 members to the shareholders' committee of the joint venture. Pursuant to the terms of the agreements, the Company and Iveco each contributed intellectual property licenses to their respective technology. During 2020, the Company contributed $8.8 million for a 50% interest in the joint venture, in accordance with the amended contribution agreement. 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. Nikola Iveco Europe GmbH is considered a VIE due to insufficient equity to finance its activities without additional subordinated financial support. The Company is not considered the primary beneficiary as it does not have the power to direct the activities that most significantly impact the economic performance based on the terms of the agreements. Accordingly, the VIE is accounted for under the equity method. As of December 31, 2021, the Company's maximum exposure to loss was $16.0 million, which represents the book value of the Company's equity interest and guaranteed debt obligations of $11.9 million. Wabash Valley Resources LLC On June 22, 2021, the Company entered into a MIPA with WVR and the Sellers, pursuant to which, the Company purchased a 20% equity interest in WVR in exchange for $25.0 million in cash and 1,682,367 shares of the Company's common stock. WVR is developing a clean hydrogen project in West Terre Haute, Indiana, including a hydrogen production facility. The common stock consideration was calculated based on the 30-day average closing stock price of the Company, or $14.86 per share, and the Company issued 1,682,367 shares of its common stock. As of the WVR Closing Date, the fair value of the stock consideration and Put Right was $32.4 million, based upon the closing price of the Company's common stock as of the WVR Closing date and fair value of the embedded Put Right (see Note 2, Summary of Significant Accounting Policies ). The Company's interest in WVR is accounted for under the equity method and is included in investment in affiliates on the consolidated balance sheets. As of the WVR Closing Date, the fair value of the Company's investment in WVR was approximately $57.4 million, which consists of the Company's cash, common stock consideration, and the Put Right. The common stock consideration subject to the Put Right was classified as temporary equity on the consolidated balance sheets for $13.2 million which includes the fair value of the embedded Put Right of $3.2 million. Subsequently, the Put Right was removed and replaced with the Price Differential. See Note 2, Summary of Significant Accounting Policies , for further details. Refer below for a reconciliation of the fair value of the Company's initial investment in WVR: Initial investment in WVR Common stock issued for investment in affiliates including common stock subject to Put Right $ 29,139 Cash consideration for investment in affiliates 25,000 Fair value of cash and common stock consideration for WVR 54,139 Fair value of embedded Put Right 3,237 Total investment in affiliates $ 57,376 Included in the initial carrying value was a basis difference of $55.5 million due to the difference between the cost of the investment and the Company's proportionate share of WVR's net assets. The basis difference is primarily comprised of property, plant, and equipment and intangible assets. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
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 former 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 were related to business travel by the former Executive Chairman and other members of the executive team to business meetings and trade conferences, as well as the former Executive Chairman's commute between the Company’s headquarters in Phoenix, Arizona, and his residence in Utah. The Company recognized expenses of $1.6 million and $0.2 million for the years ended December 31, 2020 and 2019, respectively, for the business use of the aircraft. As of December 31, 2020 the Company had no outstanding accounts payable and accrued expenses to the former Executive Chairman for the business use of the aircraft. The aircraft charter arrangement was terminated effective October 2020. Related Party Income and Accounts Receivable During 2020 and 2019 the Company recorded immaterial amounts for the provision of solar installation services to the former Executive Chairman, which are billed on time and materials basis. As of December 31, 2020, the Company had no outstanding accounts receivable related to solar installation services to the former Executive Chairman. Solar installation services were terminated effective October 2020. Related Party Stock Options In December 2018, the former 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 former 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 performance conditions were met upon the closing of the Business Combination and the Company recognized stock-based compensation expense related to these option awards for $7.2 million in June 2020. As of December 31, 2021 the weighted average exercise price per share is $1.39, the weighted-average grant date fair value is $1.20 per share, and the weighted-average remaining contractual term is 6.43 years for these performance-based stock options. Related Party Redemption of Common Stock Immediately following the Business Combination, pursuant to a redemption agreement, the Company 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 former Executive Chairman and representatives of VectoIQ, Legacy Nikola and the Subscribers. Former Related Party License and Service Agreements In September 2019, the Company entered into a Master Industrial Agreement (“CNHI Services Agreement”) and S-WAY Platform and Product Sharing Agreement (“CNHI License Agreement”) with CNHI and 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 intellectual property license valued at $50.0 million, $100.0 million in-kind services and $100.0 million in cash. During 2019, the Company issued 5,953,515 shares of Series D redeemable convertible preferred stock to Iveco in exchange for the licensed Iveco technology and $8.0 million of prepaid in-kind services. Additionally, the Company issued 5,132,291 Series D preferred redeemable convertible preferred shares in exchange for $50.0 million in cash. During 2020, the Company issued 9,443,353 shares of Series D redeemable convertible preferred stock, to Iveco, in exchange for $92.0 million of prepaid in-kind services. Additionally, the Company issued 5,132,289 shares of Series D redeemable convertible preferred stock to Iveco in exchange for $50.0 million in cash. During 2021, 2020 and 2019, the Company recognized $46.3 million, $45.7 million and $8.0 million of in-kind services in research and development on the consolidated statements of operations, respectively. As of December 31, 2021 and 2020, zero and $46.3 million prepaid in-kind services were reflected on the consolidated balance sheets, respectively. As of June 3, 2020, Iveco was no longer considered a related party. Former Related Party Research and Development and Accounts Payable During 2020 and 2019 the Company recorded research and development expenses of $15.1 million and $14.1 million, respectively, from a former related party. As of December 31, 2020, the Company had $2.8 million of accounts payable due to the former related party and $0.8 million of accrued expenses due to the former related party. As of June 3, 2020, the entity was no longer considered a related party. Former Related Party Stock Repurchase In September 2019, in contemplation of the Company's proposed Series D preferred stock financing, the Company entered into an amendment of the letter agreement by and between the Company 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, the Company 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 the Company 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 to the Company'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. As of December 31, 2019, 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 $16.8 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, the Company entered into an additional letter agreement with Nimbus in which Nimbus agreed to terminate the Nimbus Redemption Letter Agreement. Concurrently, the Company entered into an agreement with Nimbus, whereby the Company 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 the Company 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 consolidated statements of stockholders' equity to reflect the Company’s equity structure for all periods presented. For the computation of net loss per share for the year ended December 31, 2020, the repurchase price in excess of the carrying value of the redeemable convertible preferred stock of $13.4 million is reflected as an increase to net loss attributable to common stockholders (see Note 15, Net Loss per Share ). As of June 3, 2020, Nimbus was no longer considered a related party. |
DEBT AND FINANCE LEASE LIABILIT
DEBT AND FINANCE LEASE LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT AND FINANCE LEASE LIABILITIES | DEBT AND FINANCE LEASE LIABILITIES A summary of debt and finance lease liabilities as of December 31, 2021 and 2020 is as follows: As of December 31, 2021 2020 Current: Term note $ — $ 4,100 Finance lease liabilities 140 1,070 Debt and finance lease liabilities, current $ 140 $ 5,170 Non-current: Promissory note $ 24,639 $ — Finance lease liabilities 408 13,956 Long-term debt and finance lease liabilities, net of current portion $ 25,047 $ 13,956 Term Note 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 was 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 amended the term note to extend its term for one year, to January 31, 2021. The term note accrued 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. During the first quarter of 2021, the Company repaid the $4.1 million term note. Payroll Protection Program Note In April 2020, the Company entered into a note with JP Morgan Chase under the Small Business Administration Paycheck 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 accrued interest at a rate of 0.98% per annum and matured in 24 months. On April 30, 2020, the Company returned the $4.1 million in proceeds from the Note to JP Morgan Chase. Promissory Note During the fourth quarter of 2021, the Company closed on the purchase of its headquarters facility in Phoenix, AZ. Concurrently with the closing of the purchase, the Company, as borrower, executed a promissory note for $25.0 million at a stated interest rate of 4% (the "Promissory Note"). The Promissory Note carries a 60 month term, interest only payments for the first 12 months and a 25 year amortization thereafter, with the remaining principal balance due upon maturity. The loan is fully collateralized by the Company's headquarters. The Company capitalized debt issuance costs of $0.4 million related to the Promissory Note. Debt issuance costs are being amortized to interest expense over the term of the Promissory Note using the effective interest method. The effective interest rate on the Promissory Note is 4.34%. For the year ended December 31, 2021, the Company recognized $0.1 million of interest expense related to interest on the Promissory Note and amortization of debt issuance costs. The following table summarizes the Promissory Note maturities for each of the next five years and thereafter at December 31, 2021 : Years Ended December 31, Total 2022 $ — 2023 594 2024 619 2025 644 2026 23,143 Thereafter — Total $ 25,000 Letter of Credit |
CAPITAL STRUCTURE
CAPITAL STRUCTURE | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
CAPITAL STRUCTURE | CAPITAL STRUCTURE Shares Authorized As of December 31, 2021, 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 a result of the Business Combination in June 2020, the Company assumed private warrants previously issued in connection with VectoIQ's initial public offering. Each 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 exercise price and number of common shares issuable upon exercise of the private warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the private 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 notice of redemption of all of its outstanding public warrants on a cash basis which was completed in September 2020. The Company issued 22,877,806 shares of common stock pursuant to the exercise of public warrants and received approximately $263.1 million of proceeds from such exercises. The 122,194 public warrants not exercised by the end of the redemption period were redeemed for a price of $0.01 per public warrant, and subsequently cancelled by the Company. The private warrants held by the initial holders thereof or permitted transferees of the initial holders were not subject to this redemption. Additionally, during the fourth quarter of 2020, 129,085 private warrants were exercised for total proceeds of $1.5 million. As of December 31, 2021 and 2020, the Company had 760,915 private warrants outstanding. During 2021 and 2020, the Company recorded a $3.1 million and $13.4 million gain, respectively, for revaluation of warrant liability on the consolidated statement of operations. As of December 31, 2021 and 2020, the Company had $4.3 million and $7.3 million, respectively, for warrant liability related to the private warrants outstanding on the consolidated balance sheets. Stock Purchase Agreements First Purchase Agreement with Tumim Stone Capital LLC On June 11, 2021, the Company entered into a common stock purchase agreement (the "First Tumim Purchase Agreement") and a registration rights agreement (the "Registration Rights Agreement") with Tumim Stone Capital LLC ("Tumim"), pursuant to which Tumim has committed to purchase up to $300.0 million in shares of the Company's common stock, subject to certain limitations and conditions set forth in the First Tumim Purchase Agreement. The Company shall not issue or sell any shares of common stock under the First Tumim Purchase Agreement which, when aggregated with all other shares of common stock beneficially owned by Tumim, would result in beneficial ownership of more than 4.99% of the Company's outstanding shares of common stock. Under the terms of the First Tumim Purchase Agreement, the Company has the right, but not the obligation, to sell to Tumim, shares of common stock over the period commencing on the date of the First Tumim Purchase Agreement (the “Tumim Closing Date”) and ending on the first day of the month following the 36-month anniversary of the Tumim Closing Date, provided that a registration statement covering the resale of shares of common stock that have been and may be issued under the First Tumim Purchase Agreement is declared effective by the SEC. The registration statement covering the offer and sale of up to 18,012,845 shares of common stock, including the commitment shares, to Tumim was declared effective on June 30, 2021. The purchase price will be calculated as 97% of the volume weighted average prices of the Company's common stock during normal trading hours for three consecutive trading days commencing on the purchase notice date. Concurrently with the signing of the First Tumim Purchase Agreement, the Company issued 155,703 shares of its common stock to Tumim as a commitment fee ("Commitment Shares"). The total fair value of the shares issued for the commitment fee of $2.6 million was recorded in selling, general, and administrative expense on the Company's consolidated statements of operations. During 2021, the Company sold 14,213,498 shares of common stock for proceeds of $163.8 million under the terms of the First Tumim Purchase Agreement. As of December 31, 2021, there are 3,643,644 registered shares remaining and the remaining commitment available under the First Tumim Purchase Agreement is $136.2 million. Second Purchase Agreement with Tumim Stone Capital LLC On September 24, 2021, the Company entered into a second common stock purchase agreement (the "Second Tumim Purchase Agreement") and a registration rights agreement with Tumim, pursuant to which Tumim has committed to purchase up to $300.0 million in shares of the Company's common stock, subject to certain limitations and conditions set forth in the Second Tumim Purchase Agreement. The Company will not issue or sell any shares of common stock under the Second Tumim Purchase Agreement which, when aggregated with all other shares of common stock beneficially owned by Tumim, would result in beneficial ownership of more than 4.99% of the Company's outstanding shares of common stock. Under the terms of the Second Tumim Purchase Agreement, the Company has the right, but not the obligation, to sell to Tumim, shares of common stock over the period commencing on the date of the Second Tumim Purchase Agreement (the “Second Tumim Closing Date”) and ending on the first day of the month following the 36-month anniversary of the Second Tumim Closing Date, provided that certain conditions have been met. These conditions include effectiveness of a registration statement covering the resale of shares of common stock that have been and may be issued under the Second Tumim Purchase Agreement and termination of the First Tumim Purchase Agreement. The registration statement covering the offer and sale of up to 29,042,827 shares of common stock, including the commitment shares, to Tumim was declared effective on November 29, 2021. The purchase price will be calculated as 97% of the volume weighted average prices of the Company's common stock during normal trading hours for three consecutive trading days commencing on the purchase notice date. Concurrently with the signing of the Second Tumim Purchase Agreement, the Company issued 252,040 shares of its common stock to Tumim as a commitment fee. The total fair value of the shares issued for the commitment fee of $2.9 million was recorded in selling, general, and administrative expense on the Company's consolidated statement of operations. As of December 31, 2021, the Company has not sold any shares of common stock to Tumim under the terms of the Second Tumim Purchase Agreement and has a remaining commitment of $300.0 million available. |
STOCK-BASED COMPENSATION EXPENS
STOCK-BASED COMPENSATION EXPENSE | 12 Months Ended |
Dec. 31, 2021 | |
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”) provided for the grant of incentive and nonqualified options to purchase Legacy Nikola common stock to officers, employees, directors, and consultants of Legacy Nikola. Options were granted at a price not less than the fair market value on the date of grant and generally became exercisable between one 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 42,802,865, 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. The aggregate number of shares available for issuance under the 2020 ESPP is 4,000,000. 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 the Business Combination 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 exchange of Legacy Nikola common stock into 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 fair value of each option award at the grant date was estimated using the following assumptions: Years Ended December 31, 2020 2019 Exercise price $1.05 - $9.66 $1.05 - $3.58 Risk-free interest rate 0.1% - 1.7% 1.4% - 2.7% Expected term (in years) 0.2 - 6.3 5.0 - 6.3 Expected dividend yield — — Expected volatility 70.0% - 85.8% 70.0% - 85.1% Stock Options Options vest in accordance with the terms set forth in the grant letter. Time-based options generally vest ratably over a period of approximately 36 months. Changes in stock options are as follows: Options Weighted Weighted Aggregate Outstanding at December 31, 2020 32,529,224 $ 1.28 7.82 $ 454,668 Granted — — Exercised 3,472,267 1.32 Cancelled 60,797 2.95 Outstanding at December 31, 2021 28,996,160 $ 1.28 6.87 $ 249,205 Vested and exercisable as of December 31, 2021 28,528,403 $ 1.25 6.85 $ 246,048 The option activity above does not include the performance based stock options issued by the related party. The weighted-average grant date fair value of stock options issued for the years ended December 31, 2020 and 2019 were $6.92 and $0.75, respectively. There were 3,472,267, 8,716,423 and 1,266 stock options exercised during the years ended December 31, 2021, 2020 and 2019, respectively. The total intrinsic value of stock options exercised was $51.8 million and $132.7 million during 2021 and 2020, respectively. The total intrinsic value of stock options exercised in 2019 was immaterial. The fair value of stock options vested during the years ended December 31, 2020, and 2019 was $27.0 million, and $4.3 million, respectively. The fair value of stock options vested during the year ended December 31, 2021 was immaterial. As a result of the Business Combination, vesting of certain stock options and performance-based options accelerated in accordance with terms of the related award agreements, resulting in additional stock-based compensation expense of $8.1 million in the second quarter of 2020. Restricted Stock Units The fair value of RSUs is based on the closing price of the Company's common stock on the grant date. The time-based RSUs generally vest semi-annually over a three year period or, in the case of executive officers, cliff-vest following the third anniversary from the date of grant. Certain RSUs awarded to key employees contain performance conditions related to achievement of strategic and operational milestones ("Performance RSUs"). As of December 31, 2021, not all of the performance conditions are probable to be achieved. Compensation expense has only been recognized for those conditions that are assumed to be probable. The Company updates its estimates related to the probability and timing of achievement of the operational milestones each period until the award either vests or is forfeited. In addition, for certain technical engineering employees the awards cliff vest after a three year period or vest on the achievement of certain operational milestones. The RSUs to directors have a vesting cliff of one year after the grant date. Changes in RSUs are as follows: Number of RSUs Weighted-Average Grant Date Fair Value Balance at December 31, 2020 5,026,531 $ 31.2 Granted 10,626,906 14.7 Released 2,523,328 26.0 Cancelled 951,437 19.1 Balance at December 31, 2021 12,178,672 $ 18.7 During the third quarter of 2020, the Company entered into a separation agreement with its former Executive Chairman which resulted in a modification of his time-based RSUs. Prior to the modification, the RSUs were not likely to vest and as a result $0.5 million of previously recorded stock-based compensation expense was reversed during 2020. Subsequent to modification, the RSUs were considered fully vested and the Company recorded stock-based compensation of $16.5 million during the third quarter of 2020. Market Based RSUs During 2020, in connection with the closing of the Business Combination, the Company granted market based restricted stock unit awards ("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 Company's stock price target ranges from $25 per share to $55 per share. 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 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 following assumptions were used to determine the grant date fair value for these Market Based RSUs: Year Ended Risk-free interest rate 0.2% - 0.3% Expected volatility 70.0% - 85.0% The following table summarizes 2021 market-based RSU activity: Number of Market Based RSUs Weighted-Average Grant Date Fair Value Balance at December 31, 2020 13,317,712 $ 26.0 Granted — — Released — — Cancelled — — Balance at December 31, 2021 13,317,712 $ 26.0 Stock-Based Compensation Expense The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the years ending December 31, 2021, 2020 and 2019, respectively: Years Ended December 31, 2021 2020 2019 Research and development $ 36,150 $ 15,862 $ 653 Selling, general, and administrative 169,561 122,129 4,205 Total stock-based compensation expense $ 205,711 $ 137,991 $ 4,858 As of December 31, 2021, total unrecognized compensation expense and remaining weighted-average recognition period related to outstanding share-based awards were as follows: Unrecognized compensation expense Remaining weighted-average recognition period (years) Options $ 930 1.03 Market Based RSUs 166,181 1.50 RSUs 158,052 1.99 Total unrecognized compensation expense at December 31, 2021 $ 325,163 |
RETIREMENT SAVINGS PLAN
RETIREMENT SAVINGS PLAN | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
RETIREMENT SAVINGS PLAN | RETIREMENT SAVINGS PLANThe Company sponsored a savings plan available to all eligible employees, which qualifies under Section 401(k) of the Internal Revenue Code. Employees may contribute to the plan amounts of their pre-tax salary subject to statutory limitations. The Company did not offer a company match for the years ended December 31, 2020 and 2019. Beginning in 2021, the Company provided an employer matching contribution for the amount a participant contributes as salary deferrals up to 100% of the amount contributed for the first 1% of the participant’s plan compensation plus 50% for each additional 1% of compensation contributed between 1% and 6% of the participant’s plan compensation. For the year ended December 31, 2021, the Company provided $2.1 million in matching contributions. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income tax expense (benefit) of $4.0 thousand, ($1.0) million and $0.2 million has been recognized for the years ended December 31, 2021, 2020 and 2019, respectively. The income tax expense (benefit) for the years ended 2020 and 2019 related primarily to changes in indefinite-lived intangible and goodwill deferred tax liabilities. The components of the provision for income taxes for the years ended December 31, 2021, 2020 and 2019 consisted of the following: Years Ended December 31, 2021 2020 2019 Current tax provision Federal $ — $ 36 $ — State 1 1 1 Total current tax provision 1 37 1 Deferred tax provision Federal 1 (492) 43 State 2 (571) 107 Total deferred tax provision 3 (1,063) 150 Total income tax provision (benefit) $ 4 $ (1,026) $ 151 The reconciliation of taxes at the federal statutory rate to the provision for income taxes for the years ended December 31, 2021, 2020 and 2019 was as follows: Years Ended December 31, 2021 2020 2019 Tax at statutory federal rate $ (144,848) $ (78,098) $ (18,586) State tax, net of federal benefit (21,212) (14,052) (4,649) Stock-based compensation 22,825 (7,652) 556 Section 162(m) limitation 2,009 1,834 — Research and development credits, net of uncertain tax position (12,558) (14,945) (5,915) Warrant revaluation (641) (2,824) — SEC Settlement 26,250 — — Other (438) 408 915 Change in valuation allowance 128,617 114,303 27,830 Total income tax provision (benefit) $ 4 $ (1,026) $ 151 Deferred tax assets and liabilities as of December 31, 2021 and 2020 consisted of the following: As of December 31, 2021 2020 Deferred tax assets: Federal and state income tax credits $ 33,837 $ 21,279 Net operating loss carryforward 245,014 132,471 Start-up costs capitalized 1,454 1,490 Stock-based compensation 12,645 8,260 Finance lease liability 680 3,718 Property, plant and equipment, net — 4,069 Accrued expenses and other 802 — Total deferred tax assets 294,432 171,287 Valuation allowance (291,222) (162,496) Deferred tax assets, net of valuation allowance 3,210 8,791 Deferred tax liabilities: Intangible assets (2,116) (1,020) Finance lease asset (666) (7,786) Property, plant and equipment, net (439) — Accrued expenses and other — 7 Total deferred tax liabilities (3,221) (8,799) Deferred tax liabilities, net $ (11) $ (8) In accordance with ASC 740-10, the deferred tax assets are reduced by a valuation allowance if it is not more likely than not that some portion or all the deferred tax assets will be realized. The realization of deferred tax assets can be affected by, among other things, the nature, frequency, and severity of current and cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, the Company's experience with utilizing operating losses and tax credit carryforwards by jurisdiction, and tax planning alternatives that may be available. The Company performed an analysis of the reversal of the deferred tax liabilities, and then considered the overall business environment, and the outlook for future years. The Company determined that it is not more likely than not that the benefit from deferred tax assets net of the reversal of certain deferred tax liabilities will be realized. Accordingly, the Company recorded valuation allowances of $291.2 million and $162.5 million at December 31, 2021 and 2020, respectively. The increase in the valuation allowance for the years ended December 31, 2021 and 2020 were primarily due to increase in net operating loss carryforwards and R&D credits. At December 31, 2021, the Company had federal net operating loss carryforwards of $11.1 million that begin to expire in 2037 and $966.3 million that have an indefinite carryforward period. The Company has combined state net operating loss carryforwards of $992.6 million at December 31, 2021, that begin to expire in 2032. The Company conducted a change in ownership study and determined that net operating losses and credits will not expire due to ownership change rules under the Internal Revenue Code Sections 382 and 383. The Company had federal and state tax credits of $29.5 million and $19.1 million, respectively, at December 31, 2021 and 2020, which if unused will begin to expire in 2037 for federal and 2031 for state tax purposes. The following table reflect changes in the unrecognized tax benefits: Years Ended December 31, 2021 2020 2019 Gross amount of unrecognized tax benefits as of the beginning of the year $ 7,392 $ 432 $ 140 Additions based on tax positions related to the current year 4,269 5,622 292 Additions based on tax position from prior years — 1,338 — Gross amount of unrecognized tax benefits as of the end of the year $ 11,661 $ 7,392 $ 432 ASC 740, Income Taxes , provides that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained in a court of last resort, based on the technical merits. If more-likely-than-not, the amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination, including compromise settlements. For tax positions not meeting the more-likely-than-not threshold, no tax benefit is recorded. As of December 31, 2021, 2020, and 2019, the Company had $11.7 million, $7.4 million, and $0.4 million, respectively, of gross unrecognized tax benefits, related to research and experimental tax credits. The Company does not expect a significant change to the amount of unrecognized tax benefits to occur within the next 12 months. The Company's policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties at December 31, 2021 or 2020, and has not recognized interest or penalties during the years ended December 31, 2021, 2020, and 2019, since there was no reduction in income taxes paid due to uncertain tax positions. The Company files income tax returns in the United States, Arizona, California, Florida, Michigan, Tennessee and Utah. As of December 31, 2021, the earliest year subject to examination is 2018 for federal and state tax purposes. In addition, due to the Company's tax attribute carryforwards, tax authorities will continue to have the ability to adjust loss and tax credit carryforwards even after the statute expires on the year in which the attributes were originally claimed. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
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. 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, and the outcome of litigation is inherently uncertain. The Company expenses professional legal fees as incurred, which are included in selling, general and administrative expense on the consolidated financial statements. Other than as described below, there is no material pending or threatened litigation against the Company that remains outstanding as of December 31, 2021. Regulatory and Governmental Investigations and Related Internal Review In September 2020, a short seller reported on certain aspects of the Company’s business and operations. The Company and its board of directors retained Kirkland & Ellis LLP to conduct an internal review in connection with the Hindenburg article (the “Internal Review”), and Kirkland & Ellis LLP promptly contacted the Division of Enforcement of the U.S. Securities and Exchange Commission to make it aware of the commencement of the Internal Review. The Company subsequently learned that the Staff of the Division of Enforcement had previously opened an investigation. During that same month, the Company and five of its officers and employees received subpoenas from the Staff of the Division of Enforcement as a part of a fact-finding inquiry related to aspects of the Company’s business as well as certain matters described in the short seller's article. Later that same month, the Staff of the Division of Enforcement issued additional subpoenas to another three of the Company’s officers and employees and to the Company’s current and former directors. The Company and Mr. Milton also received grand jury subpoenas from the U.S. Attorney’s Office for the Southern District of New York (the “SDNY”) in September 2020. Later that same month, Mr. Milton offered to voluntarily step down from his position as Executive Chairman, as a member of the Company’s board of directors, including all committees thereof, and from all positions as an employee and officer of the Company. The board accepted his resignation and appointed Stephen Girsky as Chairman of the board of directors. On March 24, 2021, the Staff of the Division of Enforcement issued an additional subpoena to the Company related to its projected 2021 cash flow and anticipated use of funds from 2021 capital raises. The Company is committed to cooperating fully with the Staff of the Division of Enforcement and the SDNY. As such, the Company's counsel frequently engages with the Staff of the Division of Enforcement and the SDNY. Further, the Company has made voluminous productions of information and made witnesses available for interviews. The last such production of information was made in August 2021. The Company will continue to comply with future requests of the Staff of the Division of Enforcement and the SDNY. The legal and other professional costs the Company incurred during fiscal years 2021 and 2020 in connection with the Internal Review and disclosed elsewhere in this Report include approximately $22.4 million and $8.1 million, respectively, expensed for Mr. Milton’s attorneys’ fees under his indemnification agreement with the Company. As of December 31, 2021 and 2020, the Company accrued approximately $22.7 million and $6.6 million, respectively, in legal and other professional costs for Mr. Milton's attorneys' fees under his indemnification agreement. The Company expects to incur additional costs associated with its continued cooperation with the Staff of the Division of Enforcement and the SDNY in fiscal year 2022, which will be expensed as incurred and which could be significant in the periods in which they are recorded. On July 29, 2021, the U.S. Attorney for the SDNY announced the unsealing of a criminal indictment charging Mr. Milton with two counts of securities fraud and one count of wire fraud. That same day, the Securities and Exchange Commission announced charges against Mr. Milton for alleged violations of federal securities laws. By order dated December 21, 2021, the Company and the SEC reached a settlement arising out of the SEC’s investigation of the Company. Under the terms of the settlement, without admitting or denying the SEC’s findings, the Company agreed to cease and desist from future violations of the Securities Exchange Act of 1934 and Rules 10b-5 and 13a-15(a) thereunder and Section 17(a) of the Securities Act of 1933; to certain voluntary undertakings; and to pay a $125 million civil penalty, to be paid in five installments over two years. The first installment was paid at the end of 2021 and the remaining installments are to be paid semiannually through 2023. The Company previously reserved the full amount of the settlement in the quarter ended September 30, 2021, as disclosed in the Company’s quarterly report on Form 10-Q for such quarter, filed with the SEC on November 4, 2021. The SEC’s cease and desist order is available on the SEC’s website. The Company has been informed that the SDNY investigation remains ongoing but has not received any interview or document requests since the indictment of Mr. Milton was unsealed. The Company cannot predict the ultimate outcome of the SDNY investigation or the litigation against Mr. Milton, nor can it predict whether any other governmental authorities will initiate separate investigations or litigation. The outcome of the SDNY investigation and any related legal and administrative proceedings could include a wide variety of outcomes, including the institution of administrative, civil injunctive or criminal proceedings involving the Company and/or current or former employees, officers and/or directors in addition to Mr. Milton, the imposition of fines and other penalties, remedies and/or sanctions, modifications to business practices and compliance programs and/or referral to other governmental agencies for other appropriate actions. It is not possible to accurately predict at this time when matters relating to the SDNY investigation will be completed, the final outcome of the SDNY investigation, what additional actions, if any, may be taken by the SDNY or by other governmental agencies, or the effect that such actions may have on the Company's business, prospects, operating results and financial condition, which could be material. The SDNY investigation, including any matters identified in the Internal Review, could also result in (1) third-party claims against the Company, which may include the assertion of claims for monetary damages, including but not limited to interest, fees, and expenses, (2) damage to the Company's business or reputation, (3) loss of, or adverse effect on, cash flow, assets, goodwill, results of operations, business, prospects, profits or business value, including the possibility of certain of the Company's existing contracts being cancelled, (4) adverse consequences on the Company's ability to obtain or continue financing for current or future projects and/or (5) claims by directors, officers, employees, affiliates, advisors, attorneys, agents, debt holders or other interest holders or constituents of the Company or its subsidiaries, any of which could have a material adverse effect on the Company's business, prospects, operating results and financial condition. Further, to the extent that these investigations and any resulting third-party claims yield adverse results over time, such results could jeopardize the Company's operations and exhaust its cash reserves, and could cause stockholders to lose their entire investment. The Company intends to seek reimbursement from Mr. Milton for costs and damages arising from the actions that are the subject of the government and regulatory investigations. Shareholder Securities Litigation Beginning on September 15, 2020, six putative class action lawsuits were filed against the Company and certain of its current and former officers and directors, asserting violations of federal securities laws under Section 10(b) and Section 20(a) of the Exchange Act, and, in one case, violations of the Unfair Competition Law under California law (the “Shareholder Securities Litigation”). The complaints generally allege that the Company and certain of its officers and directors made false and/or misleading statements in press releases and public filings regarding the Company's business plan and prospects. The actions are: Borteanu v. Nikola Corporation, et al. (Case No. 2:20-cv-01797-JZB), filed by Daniel Borteanu in the United States District Court of the District of Arizona on September 15, 2020; Salem v. Nikola Corporation, et al. (Case No. 1:20-cv-04354), filed by Arab Salem in the United States District Court for the Eastern District of New York on September 16, 2020; Wojichowski v. Nikola Corporation, et al. (Case No. 2:20-cv-01819-DLR), filed by John Wojichowski in the United States District Court for the District of Arizona on September 17, 2020; Malo v. Nikola Corporation, et al. (Case No. 5:20-cv-02168), filed by Douglas Malo in the United States District Court for the Central District of California on October 16, 2020; and Holzmacher, et al. v. Nikola Corporation, et al. (Case No. 2:20-cv-2123-JJT), filed by Albert Holzmacher, Michael Wood and Tate Wood in the United States District Court for the District of Arizona on November 3, 2020, and Eves v. Nikola Corporation, et al. (Case No. 2:20-cv-02168-DLR), filed by William Eves in the United States District Court for the District of Arizona on November 10, 2020. In October 2020, stipulations by and among the parties to extend the time for the defendants to respond to the complaints until a lead plaintiff, lead counsel, and an operative complaint are identified were entered as orders in certain of the filed actions. On November 16, 2020 and December 8, 2020 respectively, orders in the Malo and Salem actions were entered to transfer the actions to the United States District Court for the District of Arizona. On November 16, 2020, ten motions both to consolidate the pending securities actions and to be appointed as lead plaintiff were filed by putative class members. On December 15, 2020, the United States District Court for the District of Arizona consolidated the actions under lead case Borteanu v. Nikola Corporation, et al., No. CV-20-01797-PXL-SPL, and appointed Angelo Baio as the “Lead Plaintiff”. On December 23, 2020, a motion for reconsideration of the Court’s order appointing the Lead Plaintiff was filed. On December 30, 2020, a petition for writ of mandamus seeking to vacate the District Court’s Lead Plaintiff order and directing the court to appoint another Lead Plaintiff was filed before the United States Court of Appeals for the Ninth Circuit, Case No. 20-73819. The motion for reconsideration was denied on February 18, 2021. On July 23, 2021, the Ninth Circuit granted in part the mandamus petition, vacated the district court’s December 15, 2020 order, and remanded the case to the District Court to reevaluate the appointment of a Lead Plaintiff. On November 18, 2021, the Court appointed Nikola Investor Group II as Lead Plaintiff and appointed Pomerantz LLP and Block & Leviton LLP as co-lead counsel. On December 10, 2021, the Court issued a scheduling order pursuant to which Lead Plaintiff’s Amended Complaint was due January 24, 2022, Defendants’ deadline to answer or otherwise respond was set for March 10, 2022 and Plaintiffs’ deadline to file any responsive memorandum was set for April 11, 2022 with any reply from Defendants due by May 11, 2022. On January 24, 2022, Lead Plaintiffs filed the Consolidated Amended Class Action Complaint. On February 5, 2022, the Court granted the parties’ joint application for an extension of the deadline for Defendants to file an answer or move to dismiss until April 8, 2022, with Plaintiffs’ opposition due 30 days following the filing of a motion to dismiss, and any reply from Defendants due 30 days following Plaintiffs’ opposition. Plaintiffs seek an unspecified amount in damages, attorneys’ fees, and other relief. The Company intends to vigorously defend itself. The Company is unable to estimate the potential loss or range of loss, if any, associated with these lawsuits, which could be material. On December 17, 2021, Lead Plaintiff filed a motion to lift the PSLRA stay of discovery. On January 18, 2022, Nikola filed its opposition to Lead Plaintiff’s motion to lift the PSLRA stay of discovery and on January 25, 2022, Lead Plaintiff filed its reply. The Court has not yet ruled on the motion. Derivative Litigation Beginning on September 23, 2020, two purported shareholder derivative actions were filed in the United States District Court for the District of Delaware ( Byun v. Milton, et al. , Case No. 1:20-cv-01277-UNA; Salguocar v. Girsky et. al., Case No. 1:20-cv-01404-UNA), purportedly on behalf of the Company, against certain of the Company's current and former directors alleging breaches of fiduciary duties, violations of Section 14(a) of the Exchange Act, and gross mismanagement. The Byun action also brings claims for unjust enrichment and abuse of control, while the Salguocar action brings a claim for waste of corporate assets. On October 19, 2020, the Byun action was stayed until 30 days after the earlier of (a) the Shareholder Securities Litigation being dismissed in their entirety with prejudice; (b) defendants filing an answer to any complaint in the Shareholder Securities Litigation; or (c) a joint request by plaintiff and defendants to lift the stay. On November 17, 2020, the Byun and Salguocar actions were consolidated as In re Nikola Corporation Derivative Litigation, Lead Case No. 20-cv-01277-CFC. The consolidated action remains stayed. On December 18, 2020, a purported shareholder derivative action was filed in the United States District Court for the District of Arizona, Huhn v. Milton et al., Case No. 2:20-cv-02437-DWL, purportedly on behalf of the Company, against certain of the Company’s current and former directors alleging breaches of fiduciary duties, violations of Section 14(a) of the Exchange Act, unjust enrichment, and against defendant Jeff Ubben, a member of the Company’s board of directors, insider selling and misappropriation of information. On January 26, 2021, the Huhn action was stayed until 30 days after the earlier of (a) the Shareholder Securities Litigation being dismissed in its entirety with prejudice; (b) defendants filing an answer to any complaint in the Shareholder Securities Litigation; or (c) a joint request by plaintiff and defendants to lift the stay. On January 7, 2022, Barbara Rhodes, a purported stockholder of the Company, filed her Verified Stockholder Derivative Complaint in Delaware Chancery Court captioned Rhodes v. Milton, et al. and Nikola Corp. , C.A. No. 2022-0023-KSJM (the “ Rhodes Action”). On January 10, 2022, Zachary BeHage and Benjamin Rowe (together, the “BeHage Rowe Plaintiffs”), purported stockholders of the Company, filed their Verified Shareholder Derivative Complaint in Delaware Chancery Court captioned BeHage v. Milton, et al. and Nikola Corp. , C.A. No. 2022-0045-KSJM, (the “BeHage Rowe Action” together with the Rhodes Action, the “Related Actions”). The Related Actions are against certain of the Company’s current and former directors and allege breach of fiduciary duties, insider selling under Brophy , aiding and abetting insider selling, aiding and abetting breach of fiduciary duties, unjust enrichment, and waste of corporate assets. On January 28, 2022, Rhodes and the BeHage Rowe Plaintiffs filed a stipulation and proposed order for consolidation of the Related Actions. The proposed order states that Defendants need not answer, move, or otherwise respond to the complaints filed in the Related Actions and contemplates that counsel for Plaintiffs shall file a consolidated complaint or designate an operative complaint within fourteen days of entry of an order consolidating these actions and shall meet and confer with counsel for Defendants or any other party regarding a schedule for Defendants to respond to the operative complaint. The proposed order was granted by the Court on February 1, 2022. The complaints seek unspecified monetary damages, costs and fees associated with bringing the actions, and reform of the Company's corporate governance, risk management and operating practices. The Company intends to vigorously defend against the foregoing complaints. The Company is unable to estimate the potential loss or range of loss, if any, associated with these lawsuits, which could be material. In addition, on March 8, 2021, the Company received a demand letter from a law firm representing a purported stockholder of the Company alleging facts and claims substantially the same as many of the facts and claims in the filed derivative shareholder lawsuit. The demand letter requests that the board of directors (i) undertake an independent internal investigation into certain board members and management’s purported violations of Delaware and/or federal law; and (ii) commence a civil action against those members of the board and management for alleged fiduciary breaches. In April 2021, the board of directors formed a demand review committee, consisting of independent directors Bruce L. Smith, and Mary L. Petrovich, to review such demands and provide input to the Company and retained independent counsel. There can be no assurance as to whether any litigation will be commenced by or against the Company by the purported shareholder with respect to the claims set forth in the demand letter, or whether any such litigation could be material. Books and Record Demands Pursuant to Delaware General Corporation Law Section 220 The Company has received a number of demand letters pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”), seeking disclosure of certain of the Company’s records. The Company has responded to those demands, stating its belief that the demand letters fail to fully comply with the requirements of Section 220 of the DGCL. However, in the interest of resolution and while preserving all rights of the defendants, the Company has engaged in negotiations with the shareholders, and has provided certain information that the Company had reasonably available to it. On January 15, 2021, Plaintiff Frances Gatto filed a complaint in Delaware Chancery Court seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. On January 26, 2021, Plaintiff’s counsel and the Company filed a joint letter, notifying the Court that the parties are engaged in dialogue regarding Plaintiff’s demand, and the Company need not answer or otherwise respond to the complaint at this time. On October 20, 2021, Plaintiff dismissed the action without prejudice. On October 8, 2021, Plaintiffs Zachary BeHage and Benjamin Rowe filed a complaint in Delaware Chancery Court seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. On October 19, 2021, Plaintiffs’ counsel and the Company filed a joint letter, notifying the Court that the parties are engaged in dialogue regarding Plaintiffs’ demand, and the Company need not answer or otherwise respond to the complaint at this time. On January 14, 2022, Plaintiffs dismissed the action without prejudice. On January 19, 2022, Plaintiff Melissa Patel filed a complaint in Delaware Chancery Court seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. AAA Arbitration Demand On July 23, 2021, former Executive Chairman Trevor Milton filed an arbitration demand with the American Arbitration Association against the Company seeking indemnification and advancement of defense costs as well as cooperation in Mr. Milton’s defense in certain legal proceedings. The Company disputes Mr. Milton’s claims and will defend itself in arbitration. A hearing was held on January 31, 2022. No decision has been rendered. Purchase Commitments The Company enters into commitments under non-cancellable or partially cancellable purchase orders or vendor agreements in the normal course of business. The following table presents the Company's commitments and contractual obligations and the Company's accrued settlement to the SEC as of December 31, 2021 Payments due by period as of December 31, 2021 Total Less than 1 Year 1 - 3 Years 3 - 5 Years More than 5 Years Unrecorded contractual obligations: Purchase obligations $ 504,715 $ 35,424 $ 469,291 $ — $ — Recorded contractual obligations: Accrued SEC settlement 100,000 50,000 50,000 — — FCPM License 45,377 11,344 34,033 — — $ 650,092 $ 96,768 $ 553,324 $ — $ — Commitments and Contingencies Coolidge Land Conveyance In February 2019, the Company was conveyed 430 acres of land in Coolidge, Arizona, by 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 fulfilled its requirement to commence construction, as defined within the period defined by the agreement, 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”). 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. FCPM License In the third quarter of 2021, the Company entered into a FCPM license to intellectual property that will be used to adapt, further develop and assemble FCPMs. Payments for the license will be due in installments ranging from 2022 to 2023. As of December 31, 2021, the Company accrued $11.3 million in accrued expenses and other current liabilities and $34.0 million in other long-term liabilities on the consolidated balance sheets. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
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 years ended December 31, 2021, 2020, and 2019. Years Ended December 31, 2021 2020 2019 Numerator: Net loss $ (690,438) $ (370,866) $ (88,656) Less: Premium on repurchase of redeemable convertible preferred stock — (13,407) (16,816) Net loss attributable to common shareholders, basic $ (690,438) $ (384,273) $ (105,472) Less: revaluation of warrant liability (3,051) (13,448) — Net loss attributable to common stockholder, diluted $ (693,489) $ (397,721) $ (105,472) Denominator: Weighted average shares outstanding, basic 398,655,081 335,325,271 262,528,769 Dilutive effect of common stock issuable from assumed exercise of options 129,311 505,762 — Weighted average shares outstanding, diluted 398,784,392 335,831,033 262,528,769 Net loss per share to common shareholders: Basic $ (1.73) $ (1.15) $ (0.40) Diluted $ (1.74) $ (1.18) $ (0.40) Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss, adjusted for the revaluation of warrant liability for the private warrants, by the weighted average number of common shares outstanding for the period, adjusted for the dilutive effect of shares of common stock equivalents resulting from the assumed exercise of the warrants. The treasury stock method was used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares were excluded from the computation of diluted net loss when their effect was antidilutive. The following outstanding common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive. Years Ended December 31, 2021 2020 2019 Stock options, including performance stock options 28,996,160 32,529,224 40,012,825 Restricted stock units, including Market Based RSUs 25,496,384 18,344,243 — Total 54,492,544 50,873,467 40,012,825 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying 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"). 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. |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. |
Comprehensive Loss | Comprehensive loss represents the net loss for the period adjusted for other comprehensive income (loss). Other comprehensive income (loss) is comprised of currency translation adjustments relating to the Company's equity method investment whose functional currency is not the U.S. dollar. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. Th e Company's most significant estimates and judgments involve valuation of the Company's stock-based compensation, including the fair value of common stock and market-based restricted stock units, the valuations of warrant liabilities, derivative liabilities, the Put Right, Price Differential and redeemable convertible preferred stock tranche liability, estimates related to the Company's lease assumptions, contingent liabilities, including litigation reserves, and inventory valuation. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. |
Segment Information | Under ASC 280, Segment Reporting , operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker ("CODM"), in deciding how to allocate resources and in assessing performance. The Company has two components, the Truck business unit and Energy business unit. The Truck business unit is developing and commercializing hydrogen-electric and battery-electric semi-trucks that provide environmentally friendly, cost effective solutions to the trucking sector. The Energy business unit is developing and constructing a network of hydrogen fueling stations to meet hydrogen fuel demand for its customers. To date, the Company has not entered into production for the above-mentioned business units. Therefore, the Company's chief executive officer, who is also the CODM, makes decisions and manages the Company's operations as a single operating and reportable segment for purposes of allocating resources and evaluating financial performance. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, and restricted cash and cash equivalents. The Company's cash is placed with high-credit-quality financial institutions and issuers, and at times exceeds 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 subject to risks related to its dependence on suppliers as some of the components and technologies used in the Company’s products are produced by a limited number of sources or contract manufacturers. The inability of these suppliers to deliver necessary components in a timely manner, at prices and quantities acceptable to the Company may cause the Company to incur transition costs to other suppliers and could have a material and adverse impact on the Company’s business, growth and financial and operating results. |
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. |
Inventory | Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Net realizable value is the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs to complete and transport. Additionally, the Company periodically writes-off the excess and obsolete inventory based upon damaged or impaired goods and expectations about future demand and production plans. |
Investments | Variable Interest Entities The Company may enter into investments in entities that are considered variable interest entities ("VIE") under ASC 810, Consolidations . A VIE is an entity that has either insufficient equity to permit the entity to finance its activities without additional subordinated financial support or equity investors who lack the characteristics of a controlling financial interest. If the Company is a primary beneficiary of a VIE, it is required to consolidate the entity. To determine if the Company is the primary beneficiary of a VIE, the Company evaluates whether it has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the Company. If the Company is not the primary beneficiary and an ownership interest is held in the entity, the interest is accounted for under the equity method of accounting. The Company continuously assesses whether it is the primary beneficiary of a VIE as changes to existing relationships or future transactions may result in changing conclusions. Equity Method Investments in which the Company can exercise significant influence, but do not control, are accounted for using the equity method and are presented on the consolidated balance sheets. The Company’s share of the net earnings or losses of the investee is presented within the consolidated statements of operations. The Company evaluates its equity method investments whenever events or changes in circumstance indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. Distributions received from equity method investees are presented in the consolidated statements of cash flows based on the cumulative earnings approach, whereby distributions received from equity method investments are classified as cash flows from operations to the extent of equity earnings and then as cash flows from investing activities thereafter. Refer to Note 7, Investments in Affiliates , |
Property, Plant and Equipment | Property, plant and equipment is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation is generally computed on a straight-line basis over estimated useful life of the respective assets, except for tooling which is depreciated using the consumption method over the estimated productive life of the asset. The useful lives of the Company's assets are as follows: Machinery and equipment 5 to 20 years Furniture and fixtures 7 years Leasehold improvements Shorter of useful life or lease term Software 3 years Buildings 30 to 40 years Deposits on equipment are classified from long-term deposits to property and equipment upon receipt or transfer of title of the related equipment. |
Leases | The Company determines if an arrangement is or contains a lease at inception. This determination depends on whether the arrangement conveys the right to control the use of an explicitly or implicitly identified asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed if the Company obtains the right to direct the use of and obtains substantially all of the economic benefits from using the underlying asset. The Company classifies leases with contractual terms greater than 12 months as either operating or finance. Leases with terms of 12 months or less are not recognized as right-of-use assets or lease liabilities on the consolidated balance sheets pursuant to the short-term lease exclusion. Lease liabilities are recognized based on the present value of lease payments, reduced by lease incentives, at the lease commencement date. The Company uses an incremental borrowing rate to determine the present value of lease payments when the rate implicit in the lease is not readily determinable. The Company's incremental borrowing rate is the rate of interest that it would have to pay to borrow an amount equal to the lease payments, on a collateralized basis and in a similar economic environment over a similar term. Lease assets are recognized based on the related lease liabilities, plus any prepaid lease payments and initial direct costs from executing the leasing arrangement. The lease term includes the base, non-cancelable lease term, and any options to extend or terminate the lease when it is reasonably certain, at commencement, that the Company will exercise such options. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful life of the assets or the lease term. The interest component of a finance lease is included in “Interest income (expense), net” and recognized using the effective interest method over the lease term. Operating lease assets are amortized on a straight-line basis over the term of the lease. Leases with terms of 12 months or less at commencement are expensed over the lease term. The Company has also elected not to separate lease and non-lease components within a leasing arrangement related to the Company's existing classes of assets. Non-lease components primarily include payments for maintenance and utilities. Variable payments related to a lease are expensed as incurred. These costs often relate to payments for real estate taxes, insurance, common area maintenance, and other operating costs in addition to base rent. |
Goodwill | The Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company has determined that there is a single reporting unit for the purpose of the goodwill impairment test, which is performed annually. For purposes of assessing the impairment of goodwill, the Company performs a qualitative analysis on December 31, each year to determine if events or changes in circumstances indicate the fair value of the reporting unit is less than its carrying value. Factors considered which could trigger a further impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets, the Company's overall business strategy, and significant industry or macroeconomic trends. If the qualitative analysis indicates that the carrying value of the asset may not be recoverable based on the existence of one or more of the above indicators, recoverability is determined by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair-market value of the asset. |
Intangible Assets with Indefinite Useful Lives | The Company's prior acquisitions resulted in value assigned to in-process R&D related to the Company's Powersports business unit. In-process R&D has an indefinite useful life until completion or abandonment of the associated R&D efforts. If abandoned, the assets would be impaired. If the activities are completed, a determination is made regarding the useful lives of the assets and the methods of amortization. The Company is required to test its in-process R&D assets for impairment annually using the guidance for indefinite-lived intangible assets. The Company's evaluation consists of first assessing qualitative factors to determine if impairment of the asset is more likely than not. If it is more likely than not that the asset is impaired, the Company determines the fair value of the in-process R&D asset and records an impairment charge if the carrying amount exceeds the fair value. During the fourth quarter of 2020, the Company ceased operations related to the Powersports business unit in order to focus on the Company's primary mission of commercial production of semi-trucks and construction of hydrogen fueling stations. All employees in the Powersports business unit were transferred to the Truck and Energy business units within the Company. As a result, the Company recorded impairment expense related to its in-process R&D during 2020. There were no impairments of indefinite-lived intangible assets for the years ended December 31, 2021 and 2019. See Note 6, Intangible Assets, Net , for further discussion. For intangible assets acquired in a non-monetary exchange, the estimated fair value of the shares transferred are used to establish their recorded values. |
Long-Lived Assets and Finite Lived Intangibles | The Company has finite lived intangible assets for licenses. The Company reviews its long-lived assets and finite lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The events and circumstances the Company monitors and considers include significant decreases in the market price of similar assets, significant adverse changes to the extent and manner in which the asset is used, an adverse change in legal factors or business climate, an accumulation of costs that exceed the estimated cost to acquire or develop a similar asset, and continuing losses that exceed forecasted costs. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flow it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair value of the asset. During the fourth quarter of 2020, the Company ceased use of its Powersports business unit and recorded an impairment charge for certain of its long-lived assets and finite lived intangibles related to the Powersports business unit for the year ended December 31, 2020. There were no impairments of long-lived assets for the years ended December 31, 2021 and 2019. See Note 4, Balance Sheet Components , and Note 6, Intangible Assets, Net |
Income Taxes | The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is recognized when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company's lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of December 31, 2021 and 2020. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. |
Stock-based Compensation | The Company recognizes the cost of stock-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. The Company reverses previously recognized costs for unvested awards in the period forfeitures occur. The Company determines the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield. The fair value of restricted stock unit ("RSU") awards is determined using the closing price of the Company's common stock on the grant date. The fair value of market based RSU awards ("Market Based RSUs") is 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. |
Redeemable Convertible Preferred Stock Warrant Liability | The Company has issued freestanding warrants to purchase shares of its Series A redeemable convertible preferred stock that are classified outside of permanent equity. As such these warrants were recorded at fair value, and subject to remeasurement at each balance sheet date until the earlier of the exercise of the warrants or the completion of a liquidation event, including the completion of an initial public offering. Upon exercise, the redeemable convertible preferred stock warrant liability was reclassified to additional paid-in capital. |
Warrant Liability | The Company may issue common stock warrants with debt, equity or as a standalone financing instruments that are recorded as either liabilities or equity in accordance with the respective accounting guidance. Warrants recorded as equity are recorded at their relative fair value determined at the issuance date and remeasurement is not required. Warrants recorded as liabilities are recorded at their fair value, within warrant liability on the consolidated balance sheets, and remeasured on each reporting date with changes recorded in "Revaluation of warrant liability" on the Company's consolidated statements of operations. |
Research and Development Expense | Research and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor, stock-based compensation related to development of the Company's products and services, and expenses related to operating the Coolidge manufacturing plant until the start of commercial production. Research and development costs are expensed as incurred. |
Selling, General, and Administrative Expenses | Selling, general, and administrative expense consist of personnel related expenses for corporate, executive, finance, and other administrative functions, expenses for outside professional services, including legal, audit and accounting services, as well as expenses for facilities, depreciation, amortization, travel, and marketing costs. Personnel related expenses consist of salaries, benefits, and stock-based compensation. |
Advertising Expense | Advertising expense is expensed as incurred |
Other Income (Expense) | Other income (expense) consist of grant income received from various governmental entities, foreign currency gains and losses, unrealized gains and losses on investments, revaluation gains and losses on the derivative liability, and gains and losses on the sale of equipment. Grant income is recognized as income over the periods necessary to match the income on a systematic basis to the costs that it is intended to compensate. |
Net Loss Per Share | Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss, adjusted for the revaluation of warrant liability, by the weighted average number of common shares outstanding for the period, adjusted for the dilutive effect of shares of common stock equivalents resulting from the assumed exercise of the warrants. The treasury stock method is used to calculate the potential dilutive effect of these common stock equivalents. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2021, the Financial Accounting Standards Board ("FASB") issued ASU No. 2021-10, Government Assistance, to increase transparency of government assistance which requires annual disclosures about transactions with a government entity that are accounted for by applying a grant or contribution accounting model by analogy. ASU 2021-10 is effective for annual periods beginning after December 15, 2021 and early adoption is permitted. The Company plans to adopt ASU 2021-10 for the year ended December 31, 2022, and is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures. (y) Recently Adopted Accounting Pronouncements 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 fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted the ASU on January 1, 2021 and it did not have a material impact on the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer's accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for convertible debt instruments wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share. The treasury method will no longer be available. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the year. The Company early adopted the ASU on January 1, 2021, and there was no impact to the Company's consolidated financial statements. In December 2020, 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. The Company adopted the ASU on January 1, 2021 and it did not have a material impact on the Company's consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 2020 2019 Cash and cash equivalents $ 497,241 $ 840,913 $ 85,688 Restricted cash and cash equivalents—current — 4,365 — Restricted cash and cash equivalents—non-current 25,000 4,000 4,144 Cash, cash equivalents and restricted cash and cash equivalents $ 522,241 $ 849,278 $ 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 December 31, 2021 2020 2019 Cash and cash equivalents $ 497,241 $ 840,913 $ 85,688 Restricted cash and cash equivalents—current — 4,365 — Restricted cash and cash equivalents—non-current 25,000 4,000 4,144 Cash, cash equivalents and restricted cash and cash equivalents $ 522,241 $ 849,278 $ 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 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents—money market $ 463,867 $ — $ — $ 463,867 Liabilities Warrant liability $ — $ — $ 4,284 $ 4,284 Derivative liability — — 4,189 4,189 As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents—money market $ 827,118 $ — $ — $ 827,118 Restricted cash equivalents—money market 4,100 — — 4,100 Liabilities Warrant liability $ — $ — $ 7,335 $ 7,335 |
Fair Value Measurement Inputs and Valuation Techniques | The following table represents the significant unobservable inputs used in determining the fair value of the redeemable convertible preferred stock warrant liability: For the Year Ended December 31, 2019 Risk-free interest rate 1.48% - 2.41% Expected term (in years) 0 - 0.75 Expected dividend yield — Expected volatility 70% As of April 10, 2020 Estimated future value of Series D redeemable convertible preferred stock $ 10.00 Discount rate — % Time to liquidity (years) 0 As of December 31, 2021 2020 Stock price $ 9.87 $ 15.26 Exercise price $ 11.50 $ 11.50 Remaining term (in years) 3.42 4.42 Volatility 90 % 75 % Risk-free rate 1.03 % 0.30 % Expected dividend yield — — As of June 22, 2021 Stock price $ 17.32 Strike price $ 14.86 Volatility 95 % Risk-free rate 0.10 % As of December 31, 2021 September 13, 2021 Stock Price $ 9.87 $ 10.03 Strike Price $ 14.86 $ 14.86 Volatility 100 % 95 % Risk-free rate 0.18 % 0.07 % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The change in fair value of the Forward Contract Liability was as follows: Forward Contract Liability Estimated fair value at December 31, 2019 $ — Change in estimated fair value 1,324 Settlement of forward contract liability (1,324) Estimated fair value at December 31, 2020 $ — Warrant Liability Estimated fair value at December 31, 2019 $ — Warrant liability assumed from the Business Combination 21,698 Change in estimated fair value (13,448) Settlement of warrant liability (915) Estimated fair value at December 31, 2020 7,335 Change in fair value (3,051) Estimated fair value at December 31, 2021 $ 4,284 Derivative Liability Estimated fair value at September 13, 2021 $ 7,705 Change in estimated fair value (104) Settlement of first price differential (3,412) Estimated fair value at December 31, 2021 $ 4,189 |
Property, Plant and Equipment | The useful lives of the Company's assets are as follows: Machinery and equipment 5 to 20 years Furniture and fixtures 7 years Leasehold improvements Shorter of useful life or lease term Software 3 years Buildings 30 to 40 years Property and equipment consist of the following at December 31, 2021 and 2020, respectively: As of December 31, 2021 2020 Buildings $ 104,333 $ — Construction-in-progress 103,515 21,218 Machinery and equipment 36,551 14,820 Furniture and fixtures 1,480 1,480 Leasehold improvements 2,883 1,488 Software 7,562 4,285 Finance lease assets 646 34,775 Other 3,914 1,750 Property, plant and equipment, gross 260,884 79,816 Less: accumulated depreciation and amortization (16,507) (8,415) Total property, plant and equipment, net $ 244,377 $ 71,401 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 period ended December 31, 2020: Recapitalization Cash - VectoIQ's trust and cash (net of redemptions) $ 238,358 Cash - PIPE 525,000 Less: transaction costs and advisory fees paid (51,210) 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 616,726 Less: non-cash net liabilities assumed from VectoIQ (21,919) Less: accrued transaction costs and advisory fees (285) Net contributions from Business Combination and PIPE financing $ 594,522 The number of shares of common stock issued immediately following the consummation of the Business Combination were as follows: 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) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Components of Inventory | Inventory consists of the following: As of December 31, 2021 Raw materials $ 7,344 Work-in-process 4,253 Total inventory $ 11,597 |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following at December 31, 2021 and 2020, respectively: As of December 31, 2021 2020 Deferred implementation costs (1) $ 2,443 $ 511 Non-trade receivables (2) 2,717 — Prepaid expenses and other current assets 10,731 4,857 Total prepaid expenses and other current assets $ 15,891 $ 5,368 (1) The capitalized costs are amortized on a straight-line basis over the non-cancellable contract term of five years. The Company recorded an immaterial amount to amortization expense on the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019. (2) For the year ended December 31, 2021, the Company recognized government grant income totaling $2.4 million in connection with the Arizona Qualified Facility Tax Credit (“QFTC”). As U.S. GAAP does not contain authoritative accounting standards on this topic, the Company accounted for the QFTC by analogy to International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance. Under IAS 20, the grant is recognized on a systematic basis over the periods in which the qualifying expenses are incurred when it is determined that receipt of the grant is no longer contingent. As of December 31, 2021, the Company recognized $1.2 million in "Prepaid expenses and other current assets" and $1.2 million in "Other assets" on the consolidated balance sheets. |
Property, Plant and Equipment | The useful lives of the Company's assets are as follows: Machinery and equipment 5 to 20 years Furniture and fixtures 7 years Leasehold improvements Shorter of useful life or lease term Software 3 years Buildings 30 to 40 years Property and equipment consist of the following at December 31, 2021 and 2020, respectively: As of December 31, 2021 2020 Buildings $ 104,333 $ — Construction-in-progress 103,515 21,218 Machinery and equipment 36,551 14,820 Furniture and fixtures 1,480 1,480 Leasehold improvements 2,883 1,488 Software 7,562 4,285 Finance lease assets 646 34,775 Other 3,914 1,750 Property, plant and equipment, gross 260,884 79,816 Less: accumulated depreciation and amortization (16,507) (8,415) Total property, plant and equipment, net $ 244,377 $ 71,401 |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following at December 31, 2021 and 2020, respectively: As of December 31, 2021 2020 Settlement liability $ 50,000 $ — Accrued purchase of intangible asset 11,344 — Goods received not yet invoiced 8,253 — Accrued legal expenses 5,664 8,845 Derivative liability 4,189 — Accrued payroll and payroll related expenses 2,521 1,105 Accrued purchases of property, plant and equipment 2,817 2,533 Accrued outsourced engineering services 1,134 2,514 Other accrued expenses 7,565 2,742 Total accrued expenses and other current liabilities $ 93,487 $ 17,739 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost | The following table summarizes the effects of finance and operating lease costs in the Company's consolidated statements of operations for the year ended December 31, 2021: Consolidated Statements of Operations Caption Year Ended December 31, 2021 2020 Operating lease cost: Lease cost Research and development and Selling, general and administrative $ 130 $ — Variable lease cost (1) Research and development and Selling, general and administrative 26 — Total operating lease cost 156 — Short-term lease cost Research and development and Selling, general and administrative 1,155 19 Finance lease cost: Amortization of right of use assets Research and development and Selling, general and administrative 2,758 3,312 Interest on lease liabilities Interest income (expense), net 789 782 Variable lease cost (1) Research and development and Selling, general and administrative 738 744 Total finance lease cost 4,285 4,838 Total lease cost $ 5,596 $ 4,857 |
Assets and Liabilities, Lessee | Supplemental balance sheet information related to leases is as follows: Classification As of December 31, 2021 2020 Assets Finance lease assets, net Property, plant and equipment, net $ 570 $ 31,463 Operating lease assets Other assets 2,681 — Total lease assets $ 3,251 $ 31,463 Liabilities Current: Finance lease liabilities Debt and finance lease liabilities, current $ 140 $ 1,070 Operating lease liabilities Accrued expenses and other current liabilities 475 — Non-current: Finance lease liabilities Long-term debt and finance lease liabilities, net of current portion 408 13,956 Operating lease liabilities Operating lease liabilities 2,263 — Total lease liabilities $ 3,286 $ 15,026 |
Supplemental Cash Flow Information and Other Lease Information | As of December 31, 2021 2020 Weighted average remaining lease term (years) Finance leases 3.91 9.50 Operating leases 4.81 — Weighted average discount rate Finance leases 4.69 % 5.00 % Operating leases 4.00 % — % Supplemental cash flow information relates to leases is as follows: As of December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow for finance leases $ 789 $ — Operating cash flow for operating leases 72 — Leased assets obtained in exchange for lease liabilities Finance leases $ 646 $ — Operating leases 2,788 — |
Fiscal Year Maturity of Finance Lease Liability | Maturities of the Company's lease liabilities are as follows: Years Ended December 31, Finance leases Operating leases Total 2022 $ 162 $ 577 $ 739 2023 163 625 788 2024 154 643 797 2025 69 617 686 2026 51 562 613 Thereafter — — — Total lease payments $ 599 $ 3,024 $ 3,623 Less: imputed interest 51 286 337 Total lease liabilities $ 548 $ 2,738 $ 3,286 Less: current portion 140 475 615 Long-term lease liabilities $ 408 $ 2,263 $ 2,671 |
Fiscal Year Maturity of Operating Lease Liability | Maturities of the Company's lease liabilities are as follows: Years Ended December 31, Finance leases Operating leases Total 2022 $ 162 $ 577 $ 739 2023 163 625 788 2024 154 643 797 2025 69 617 686 2026 51 562 613 Thereafter — — — Total lease payments $ 599 $ 3,024 $ 3,623 Less: imputed interest 51 286 337 Total lease liabilities $ 548 $ 2,738 $ 3,286 Less: current portion 140 475 615 Long-term lease liabilities $ 408 $ 2,263 $ 2,671 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 Gross Carrying Accumulated Net Carrying Licenses: S-Way Product and Platform license $ 50,000 $ — $ 50,000 FCPM license 47,181 — 47,181 Total intangible assets $ 97,181 $ — $ 97,181 As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Licenses $ 50,150 $ (100) $ 50,050 Total intangible assets $ 50,150 $ (100) $ 50,050 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense for all intangible assets subject to amortization in future years is expected to be: Years Ended December 31, Amortization 2022 $ 5,357 2023 10,285 2024 13,428 2025 13,428 2026 13,428 Thereafter 41,255 Total $ 97,181 |
INVESTMENTS IN AFFILIATES (Tabl
INVESTMENTS IN AFFILIATES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Equity Method Investments | Investments in unconsolidated affiliates accounted for under the equity method consisted of the following: As of December 31, Ownership 2021 2020 Nikola Iveco Europe GmbH 50 % $ 4,083 $ 8,420 Wabash Valley Resources LLC 20 % 57,695 — $ 61,778 $ 8,420 |
Fair Value Reconciliation | Refer below for a reconciliation of the fair value of the Company's initial investment in WVR: Initial investment in WVR Common stock issued for investment in affiliates including common stock subject to Put Right $ 29,139 Cash consideration for investment in affiliates 25,000 Fair value of cash and common stock consideration for WVR 54,139 Fair value of embedded Put Right 3,237 Total investment in affiliates $ 57,376 |
DEBT AND FINANCE LEASE LIABIL_2
DEBT AND FINANCE LEASE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | A summary of debt and finance lease liabilities as of December 31, 2021 and 2020 is as follows: As of December 31, 2021 2020 Current: Term note $ — $ 4,100 Finance lease liabilities 140 1,070 Debt and finance lease liabilities, current $ 140 $ 5,170 Non-current: Promissory note $ 24,639 $ — Finance lease liabilities 408 13,956 Long-term debt and finance lease liabilities, net of current portion $ 25,047 $ 13,956 |
Schedule of Maturities of Long-term Debt | The following table summarizes the Promissory Note maturities for each of the next five years and thereafter at December 31, 2021 : Years Ended December 31, Total 2022 $ — 2023 594 2024 619 2025 644 2026 23,143 Thereafter — Total $ 25,000 |
STOCK-BASED COMPENSATION EXPE_2
STOCK-BASED COMPENSATION EXPENSE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Valuation Assumption Use to Determine Fair Value of Option at Grant or Modification Date | The fair value of each option award at the grant date was estimated using the following assumptions: Years Ended December 31, 2020 2019 Exercise price $1.05 - $9.66 $1.05 - $3.58 Risk-free interest rate 0.1% - 1.7% 1.4% - 2.7% Expected term (in years) 0.2 - 6.3 5.0 - 6.3 Expected dividend yield — — Expected volatility 70.0% - 85.8% 70.0% - 85.1% |
Stock Option Activity | Changes in stock options are as follows: Options Weighted Weighted Aggregate Outstanding at December 31, 2020 32,529,224 $ 1.28 7.82 $ 454,668 Granted — — Exercised 3,472,267 1.32 Cancelled 60,797 2.95 Outstanding at December 31, 2021 28,996,160 $ 1.28 6.87 $ 249,205 Vested and exercisable as of December 31, 2021 28,528,403 $ 1.25 6.85 $ 246,048 |
RSU Activity | Changes in RSUs are as follows: Number of RSUs Weighted-Average Grant Date Fair Value Balance at December 31, 2020 5,026,531 $ 31.2 Granted 10,626,906 14.7 Released 2,523,328 26.0 Cancelled 951,437 19.1 Balance at December 31, 2021 12,178,672 $ 18.7 Year Ended Risk-free interest rate 0.2% - 0.3% Expected volatility 70.0% - 85.0% The following table summarizes 2021 market-based RSU activity: Number of Market Based RSUs Weighted-Average Grant Date Fair Value Balance at December 31, 2020 13,317,712 $ 26.0 Granted — — Released — — Cancelled — — Balance at December 31, 2021 13,317,712 $ 26.0 Unrecognized compensation expense Remaining weighted-average recognition period (years) Options $ 930 1.03 Market Based RSUs 166,181 1.50 RSUs 158,052 1.99 Total unrecognized compensation expense at December 31, 2021 $ 325,163 |
Stock-based Compensation Expense | The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the years ending December 31, 2021, 2020 and 2019, respectively: Years Ended December 31, 2021 2020 2019 Research and development $ 36,150 $ 15,862 $ 653 Selling, general, and administrative 169,561 122,129 4,205 Total stock-based compensation expense $ 205,711 $ 137,991 $ 4,858 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income taxes for the years ended December 31, 2021, 2020 and 2019 consisted of the following: Years Ended December 31, 2021 2020 2019 Current tax provision Federal $ — $ 36 $ — State 1 1 1 Total current tax provision 1 37 1 Deferred tax provision Federal 1 (492) 43 State 2 (571) 107 Total deferred tax provision 3 (1,063) 150 Total income tax provision (benefit) $ 4 $ (1,026) $ 151 The reconciliation of taxes at the federal statutory rate to the provision for income taxes for the years ended December 31, 2021, 2020 and 2019 was as follows: Years Ended December 31, 2021 2020 2019 Tax at statutory federal rate $ (144,848) $ (78,098) $ (18,586) State tax, net of federal benefit (21,212) (14,052) (4,649) Stock-based compensation 22,825 (7,652) 556 Section 162(m) limitation 2,009 1,834 — Research and development credits, net of uncertain tax position (12,558) (14,945) (5,915) Warrant revaluation (641) (2,824) — SEC Settlement 26,250 — — Other (438) 408 915 Change in valuation allowance 128,617 114,303 27,830 Total income tax provision (benefit) $ 4 $ (1,026) $ 151 |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities as of December 31, 2021 and 2020 consisted of the following: As of December 31, 2021 2020 Deferred tax assets: Federal and state income tax credits $ 33,837 $ 21,279 Net operating loss carryforward 245,014 132,471 Start-up costs capitalized 1,454 1,490 Stock-based compensation 12,645 8,260 Finance lease liability 680 3,718 Property, plant and equipment, net — 4,069 Accrued expenses and other 802 — Total deferred tax assets 294,432 171,287 Valuation allowance (291,222) (162,496) Deferred tax assets, net of valuation allowance 3,210 8,791 Deferred tax liabilities: Intangible assets (2,116) (1,020) Finance lease asset (666) (7,786) Property, plant and equipment, net (439) — Accrued expenses and other — 7 Total deferred tax liabilities (3,221) (8,799) Deferred tax liabilities, net $ (11) $ (8) |
Summary of Income Tax Contingencies | The following table reflect changes in the unrecognized tax benefits: Years Ended December 31, 2021 2020 2019 Gross amount of unrecognized tax benefits as of the beginning of the year $ 7,392 $ 432 $ 140 Additions based on tax positions related to the current year 4,269 5,622 292 Additions based on tax position from prior years — 1,338 — Gross amount of unrecognized tax benefits as of the end of the year $ 11,661 $ 7,392 $ 432 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | The following table presents the Company's commitments and contractual obligations and the Company's accrued settlement to the SEC as of December 31, 2021 Payments due by period as of December 31, 2021 Total Less than 1 Year 1 - 3 Years 3 - 5 Years More than 5 Years Unrecorded contractual obligations: Purchase obligations $ 504,715 $ 35,424 $ 469,291 $ — $ — Recorded contractual obligations: Accrued SEC settlement 100,000 50,000 50,000 — — FCPM License 45,377 11,344 34,033 — — $ 650,092 $ 96,768 $ 553,324 $ — $ — |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 years ended December 31, 2021, 2020, and 2019. Years Ended December 31, 2021 2020 2019 Numerator: Net loss $ (690,438) $ (370,866) $ (88,656) Less: Premium on repurchase of redeemable convertible preferred stock — (13,407) (16,816) Net loss attributable to common shareholders, basic $ (690,438) $ (384,273) $ (105,472) Less: revaluation of warrant liability (3,051) (13,448) — Net loss attributable to common stockholder, diluted $ (693,489) $ (397,721) $ (105,472) Denominator: Weighted average shares outstanding, basic 398,655,081 335,325,271 262,528,769 Dilutive effect of common stock issuable from assumed exercise of options 129,311 505,762 — Weighted average shares outstanding, diluted 398,784,392 335,831,033 262,528,769 Net loss per share to common shareholders: Basic $ (1.73) $ (1.15) $ (0.40) Diluted $ (1.74) $ (1.18) $ (0.40) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Years Ended December 31, 2021 2020 2019 Stock options, including performance stock options 28,996,160 32,529,224 40,012,825 Restricted stock units, including Market Based RSUs 25,496,384 18,344,243 — Total 54,492,544 50,873,467 40,012,825 |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 03, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ / shares in Units, $ in Thousands | Sep. 13, 2021USD ($)$ / shares | Jun. 22, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)$ / sharessegmentreportingUnit | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Number of reporting units | reportingUnit | 1 | ||||||
Number of operating segments | segment | 1 | ||||||
Cash and cash equivalents | $ 497,241 | $ 497,241 | $ 497,241 | $ 840,913 | $ 85,688 | ||
Fair value of Put Right | 0 | 0 | 0 | 0 | 0 | ||
Maximum contractual obligation | 650,092 | 650,092 | 650,092 | ||||
Derivative liability | $ 4,189 | $ 4,189 | 4,189 | ||||
Reclassification from mezzanine equity to equity after elimination of put right | 5,532 | ||||||
Goodwill impairment | 0 | 0 | 0 | ||||
Impairment of indefinite-lived intangible assets | 0 | 0 | |||||
Impairment of long-lived assets held-for-use | 0 | 0 | |||||
Advertising expense | 1,900 | 700 | 2,500 | ||||
Foreign currency gain (loss) | $ 1,400 | (800) | |||||
Number Of Business Components | reportingUnit | 2 | ||||||
Wabash Valley Resources, Amended Membership Interest Purchase Agreement | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Equity method investment, ownership percentage | 20.00% | ||||||
Sale of stock, consideration received on transaction | $ 10,000 | ||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 14.86 | ||||||
First price differential threshold | 15 days | ||||||
Second price differential threshold | 5 days | ||||||
Percentage of closing stock consideration (in percent) | 50.00% | ||||||
Maximum contractual obligation | $ 10,000 | ||||||
Reclassification from temporary to permanent equity | 13,200 | ||||||
Derivative liability | 7,700 | ||||||
Reclassification from mezzanine equity to equity after elimination of put right | $ 5,500 | ||||||
Wabash Valley Resources, Amended Membership Interest Purchase Agreement | Put Option | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Fair value of Put Right | $ 3,200 | ||||||
Wabash Valley Resources, Amended Membership Interest Purchase Agreement | Exercise price | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Measurement input | $ / shares | 14.86 | 14.86 | 14.86 | 14.86 | |||
Warrant Liability | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Change in estimated fair value | $ (3,300) | ||||||
Derivative Financial Instruments, Put Right Liabilities | Exercise price | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Measurement input | $ / shares | 14.86 | ||||||
Derivative Financial Instruments, Liabilities | Wabash Valley Resources, Amended Membership Interest Purchase Agreement | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Change in estimated fair value | $ 104 | ||||||
Settlement | $ 3,400 | 3,412 | |||||
Money Market | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Restricted cash | $ 25,000 | $ 25,000 | $ 25,000 | $ 8,400 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 497,241 | $ 840,913 | $ 85,688 | |
Restricted cash and cash equivalents—current | 0 | 4,365 | 0 | |
Restricted cash and cash equivalents—non-current | 25,000 | 4,000 | 4,144 | |
Cash, cash equivalents and restricted cash and cash equivalents | $ 522,241 | $ 849,278 | $ 89,832 | $ 173,956 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities | ||
Warrant liability | $ 4,284 | $ 7,335 |
Derivative liability | 4,189 | |
Money Market | ||
Assets | ||
Cash equivalents—money market | 463,867 | 827,118 |
Level 1 | ||
Liabilities | ||
Warrant liability | 0 | 0 |
Derivative liability | 0 | |
Level 1 | Money Market | ||
Assets | ||
Cash equivalents—money market | 463,867 | 827,118 |
Level 2 | ||
Liabilities | ||
Warrant liability | 0 | 0 |
Derivative liability | 0 | |
Level 2 | Money Market | ||
Assets | ||
Cash equivalents—money market | 0 | 0 |
Level 3 | ||
Liabilities | ||
Warrant liability | 4,284 | 7,335 |
Derivative liability | 4,189 | |
Level 3 | Money Market | ||
Assets | ||
Cash equivalents—money market | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Unobservable Inputs Redeemable Convertible Preferred Stock Warrant Liability (Details) | Dec. 31, 2021$ / shares | Dec. 31, 2020$ / shares | Dec. 31, 2019 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Term | 3 years 5 months 1 day | 4 years 5 months 1 day | |
Warrant Liability | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Term | 0 years | ||
Warrant Liability | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Term | 9 months | ||
Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.0103 | 0.0030 | |
Risk-free interest rate | Warrant Liability | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.0148 | ||
Risk-free interest rate | Warrant Liability | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.0241 | ||
Expected dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | 0 | |
Expected dividend yield | Warrant Liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | ||
Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.90 | 0.75 | |
Expected volatility | Warrant Liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.70 | ||
Stock price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 9.87 | 15.26 | |
Exercise price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 11.50 | 11.50 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Change in Fair Value of Convertible Preferred Stock (Details) - Mandatorily Redeemable Preferred Stock $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Estimated fair value at beginning of period | $ 0 |
Change in estimated fair value | 1,324 |
Settlement of forward contract liability | (1,324) |
Estimated fair value at end of period | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Change in Fair Value Of Warrant Liability (Details) - Warrant Liability - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Change in estimated fair value | $ 3,300 | ||
VectoIQ | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Estimated fair value at beginning of period | $ 7,335 | $ 0 | |
Warrant liability assumed from the Business Combination | 21,698 | ||
Change in estimated fair value | (3,051) | (13,448) | |
Settlements | (915) | ||
Estimated fair value at end of period | $ 4,284 | $ 7,335 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimates and Assumptions Impacting Fair Value of Series D Preferred Stock (Details) | Apr. 10, 2020 |
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 | 10 |
Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial instruments subject to mandatory redemption, measurement input | 0 |
Time to liquidity (years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial instruments subject to mandatory redemption, measurement input | 0 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Change in Fair Value of Derivative Liability (Details) - Wabash Valley Resources, Amended Membership Interest Purchase Agreement - Derivative Financial Instruments, Liabilities - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Estimated fair value at beginning of period | $ 7,705 | |
Change in estimated fair value | (104) | |
Settlements | $ (3,400) | (3,412) |
Estimated fair value at end of period | $ 4,189 | $ 4,189 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Measurement Inputs of Derivative Liability (Details) - $ / shares | Dec. 31, 2021 | Sep. 13, 2021 | Jun. 22, 2021 |
Stock price | Wabash Valley Resources, Amended Membership Interest Purchase Agreement | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 9.87 | 10.03 | |
Exercise price | Wabash Valley Resources, Amended Membership Interest Purchase Agreement | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 14.86 | 14.86 | |
Expected volatility | Wabash Valley Resources, Amended Membership Interest Purchase Agreement | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 1 | 0.95 | |
Risk-free interest rate | Wabash Valley Resources, Amended Membership Interest Purchase Agreement | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.0018 | 0.0007 | |
Derivative Financial Instruments, Put Right Liabilities | Stock price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 17.32 | ||
Derivative Financial Instruments, Put Right Liabilities | Exercise price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 14.86 | ||
Derivative Financial Instruments, Put Right Liabilities | Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.95 | ||
Derivative Financial Instruments, Put Right Liabilities | Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.0010 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 20 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 30 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 40 years |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) $ / shares in Units, $ in Millions | Jun. 03, 2020USD ($)$ / sharesshares | Jun. 02, 2020$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / 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 dollars 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 dollars per share) | $ / shares | $ 10 | $ 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 dollars per share) | $ / shares | $ 10 | |||
Sale of stock, consideration received on transaction | $ | $ 525 |
BUSINESS COMBINATIONS - Reconci
BUSINESS COMBINATIONS - Reconciliation to Statement of Cash Flows and Statement of Equity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||
Cash - PIPE | $ 525,000 | ||
Less: VectoIQ loan payoff in conjunction with close | (422) | ||
Net Business Combination and PIPE financing | $ 0 | 616,726 | $ 0 |
Less: non-cash net liabilities assumed from VectoIQ | 0 | (21,919) | 0 |
Less: accrued transaction costs and advisory fees | $ 0 | (285) | $ 0 |
Net contributions from Business Combination and PIPE financing | 594,522 | ||
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 | (51,210) | ||
Less: non-cash net liabilities assumed from VectoIQ | $ (21,919) |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Shares Issued (Details) | Jul. 22, 2020shares | Jun. 03, 2020shares | Jun. 02, 2020shares | Dec. 31, 2021shares | Dec. 31, 2020shares |
Business Acquisition [Line Items] | |||||
Common stock, shares outstanding (in shares) | 360,904,478 | 151,831,441 | 413,340,550 | 391,041,347 | |
Shares issued in PIPE (in shares) | 22,877,806 | ||||
Business Combination and PIPE financing (in shares) | 72,272,942 | ||||
Legacy Nikola shares (in shares) | 288,631,536 | ||||
Conversion of stock, conversion ratio | 1.901 | ||||
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 - Inve
BALANCE SHEET COMPONENTS - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 7,344 | |
Work-in-process | 4,253 | |
Inventory | $ 11,597 | $ 0 |
BALANCE SHEET COMPONENTS - Prep
BALANCE SHEET COMPONENTS - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred implementation costs | $ 2,443 | $ 511 |
Non-trade receivables | 2,717 | 0 |
Prepaid expenses and other current assets | 10,731 | 4,857 |
Total prepaid expenses and other current assets | 15,891 | $ 5,368 |
Government grants receivable | 2,400 | |
Government grants receivable, current | 1,200 | |
Government grants receivable, non-current | $ 1,200 |
BALANCE SHEET COMPONENTS - Narr
BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 8,231 | $ 6,008 | $ 2,323 |
Impairment expense | 0 | 14,415 | 0 |
Construction In Progress and Machinery And Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Tangible asset impairment charges | $ 2,000 | ||
Impairment expense | $ 0 | $ 0 |
BALANCE SHEET COMPONENTS - Prop
BALANCE SHEET COMPONENTS - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Finance lease assets | $ 646 | $ 34,775 |
Property, plant and equipment, gross | 260,884 | 79,816 |
Less: accumulated depreciation and amortization | (16,507) | (8,415) |
Total property, plant and equipment, net | 244,377 | 71,401 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 104,333 | 0 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 103,515 | 21,218 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 36,551 | 14,820 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,480 | 1,480 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,883 | 1,488 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 7,562 | 4,285 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 3,914 | $ 1,750 |
BALANCE SHEET COMPONENTS - Accr
BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Settlement liability | $ 50,000 | $ 0 |
Accrued purchase of intangible asset | 11,344 | 0 |
Goods received not yet invoiced | 8,253 | 0 |
Accrued legal expenses | 5,664 | 8,845 |
Derivative liability | 4,189 | 0 |
Accrued payroll and payroll related expenses | 2,521 | 1,105 |
Accrued purchases of property, plant and equipment | 2,817 | 2,533 |
Accrued outsourced engineering services | 1,134 | 2,514 |
Other accrued expenses | 7,565 | 2,742 |
Total accrued expenses and other current liabilities | $ 93,487 | $ 17,739 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2021 | Feb. 28, 2018 | |
Lessee, Lease, Description [Line Items] | |||
Lease term | 11 years 9 months | ||
Option to purchase, amount | $ 25,100,000 | ||
Finance lease liability remeasurement adjustment | $ 10,500,000 | ||
Derecognition of finance lease liability | 24,700,000 | ||
Promissory Note | Notes Payable, Other Payables | |||
Lessee, Lease, Description [Line Items] | |||
Face amount | $ 25,000,000 |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease cost: | ||
Lease cost | $ 130 | $ 0 |
Variable lease cost | 26 | 0 |
Total operating lease cost | 156 | 0 |
Short-term lease cost | 1,155 | 19 |
Finance lease cost: | ||
Amortization of right of use assets | 2,758 | 3,312 |
Interest on lease liabilities | 789 | 782 |
Variable lease cost | 738 | 744 |
Total finance lease cost | 4,285 | 4,838 |
Total lease cost | $ 5,596 | $ 4,857 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Finance lease assets, net | $ 570 | $ 31,463 |
Operating lease assets | 2,681 | 0 |
Total lease assets | 3,251 | 31,463 |
Current: | ||
Finance lease liabilities | 140 | 1,070 |
Operating lease liabilities | 475 | 0 |
Non-current: | ||
Finance lease liabilities | 408 | 13,956 |
Operating lease liabilities | 2,263 | 0 |
Total lease liabilities | $ 3,286 | $ 15,026 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net | Property, plant and equipment, net |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Debt and finance lease liabilities, current | Debt and finance lease liabilities, current |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term Debt and Lease Obligation | Long-term Debt and Lease Obligation |
LEASES - Terms and Discount Rat
LEASES - Terms and Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Weighted average remaining lease term (years) | ||
Finance leases | 3 years 10 months 28 days | 9 years 6 months |
Operating leases | 4 years 9 months 21 days | 0 years |
Weighted average discount rate | ||
Finance leases | 4.69% | 5.00% |
Operating leases | 4.00% | 0.00% |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flow for finance leases | $ 789 | $ 0 | |
Operating cash flow for operating leases | 72 | 0 | |
Leased assets obtained in exchange for lease liabilities | |||
Finance leases | 646 | 0 | $ 0 |
Operating leases | $ 2,788 | $ 0 |
LEASES - Maturity of Lease Liab
LEASES - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finance leases | ||
2022 | $ 162 | |
2023 | 163 | |
2024 | 154 | |
2025 | 69 | |
2026 | 51 | |
Thereafter | 0 | |
Total lease payments | 599 | |
Less: imputed interest | 51 | |
Total lease liabilities | 548 | |
Less: current portion | 140 | $ 1,070 |
Long-term lease liabilities | 408 | 13,956 |
Operating leases | ||
2022 | 577 | |
2023 | 625 | |
2024 | 643 | |
2025 | 617 | |
2026 | 562 | |
Thereafter | 0 | |
Total lease payments | 3,024 | |
Less: imputed interest | 286 | |
Total lease liabilities | 2,738 | |
Less: current portion | 475 | 0 |
Long-term lease liabilities | 2,263 | 0 |
Total | ||
2022 | 739 | |
2023 | 788 | |
2024 | 797 | |
2025 | 686 | |
2026 | 613 | |
Thereafter | 0 | |
Total lease payments | 3,623 | |
Less: imputed interest | 337 | |
Total lease liabilities | 3,286 | $ 15,026 |
Less: current portion | 615 | |
Long-term lease liabilities | $ 2,671 |
INTANGIBLE ASSETS, NET - Schedu
INTANGIBLE ASSETS, NET - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 0 | $ (100) |
Net Carrying Amount | 97,181 | |
Gross Carrying Amount | 97,181 | 50,150 |
Total intangible assets | 97,181 | 50,050 |
Licenses: | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50,150 | |
Accumulated Amortization | (100) | |
Net Carrying Amount | $ 50,050 | |
S-Way Product and Platform license | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50,000 | |
Accumulated Amortization | 0 | |
Net Carrying Amount | 50,000 | |
FCPM License | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 47,181 | |
Accumulated Amortization | 0 | |
Net Carrying Amount | $ 47,181 |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019shares | Sep. 30, 2021USD ($) | Sep. 30, 2021EUR (€) | Dec. 31, 2021USD ($)paymentInstallmentshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021EUR (€) | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Impairment of indefinite-lived intangible assets | $ 0 | $ 0 | |||||
Impairment of intangible assets, finite-lived | 0 | 0 | |||||
Intangible assets, net | 97,181 | ||||||
Acquired intangible assets included in liabilities | 47,181 | $ 0 | $ 0 | ||||
Other long-term liabilities | $ 84,033 | 0 | |||||
Number of installment payments | paymentInstallment | 4 | ||||||
Series D Preferred Stock | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Stock issued during period (in shares) | shares | 25,661,448 | ||||||
In Process Research and Development | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Impairment of indefinite-lived intangible assets | 12,100 | ||||||
Trademarks | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Impairment of intangible assets, finite-lived | $ 300 | ||||||
S-Way Product and Platform license | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible assets, net | $ 50,000 | ||||||
Stock issued during period (in shares) | shares | 5,132,291 | ||||||
S-Way Product and Platform license | Series D Preferred Stock | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Useful life | 7 years | ||||||
FCPM License | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible assets, net | $ 47,181 | ||||||
Acquired intangible assets included in liabilities | $ 47,200 | € 40 | |||||
Accrued expenses and other current liabilities | 11,300 | € 10 | |||||
Other long-term liabilities | $ 34,000 | € 30 |
INTANGIBLE ASSETS, NET - Amorti
INTANGIBLE ASSETS, NET - Amortization of Intangible Assets (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 5,357 |
2023 | 10,285 |
2024 | 13,428 |
2025 | 13,428 |
2026 | 13,428 |
Thereafter | 41,255 |
Net Carrying Amount | $ 97,181 |
INVESTMENTS IN AFFILIATES - Sum
INVESTMENTS IN AFFILIATES - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 22, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | |||
Investment in affiliates | $ 61,778 | $ 8,420 | |
Nikola Iveco Europe B.V. | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | ||
Investment in affiliates | $ 4,083 | 8,420 | |
Wabash Valley Resources | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 20.00% | ||
Investment in affiliates | $ 57,695 | $ 57,376 | $ 0 |
INVESTMENTS IN AFFILIATES - Nar
INVESTMENTS IN AFFILIATES - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | |||||
Payments to acquire joint venture | $ 25,000 | $ 8,817 | $ 0 | ||
Maximum contractual obligation | $ 650,092 | 650,092 | |||
Investment in affiliates | 61,778 | 61,778 | 8,420 | ||
Fair value of Put Right | $ 0 | $ 0 | 0 | $ 0 | |
Nikola Iveco Europe B.V. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment, ownership percentage | 50.00% | 50.00% | |||
Equity method investment, volume and profit allocation percentage | 50.00% | 50.00% | |||
Payments to acquire joint venture | $ 8,800 | ||||
Maximum contractual obligation | 11,900 | $ 11,900 | |||
Investment in affiliates | 4,083 | 4,083 | 8,420 | ||
Nikola Iveco Europe B.V. | Financial Guarantee | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Maximum exposure | $ 16,000 | $ 16,000 | |||
Wabash Valley Resources | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment, ownership percentage | 20.00% | 20.00% | |||
Payments to acquire equity method investments | $ 25,000 | ||||
Common stock of VectoIQ and VectoIQ Founder Shares (in shares) | 1,682,367 | ||||
Sale of stock, price per share (in dollars per share) | $ 14.86 | ||||
Equity interest issued and issuable (in shares) | $ 32,400 | ||||
Investment in affiliates | 57,376 | $ 57,695 | $ 57,695 | $ 0 | |
Fair value of Put Right | 13,200 | ||||
Fair value of embedded Put Right | 3,237 | ||||
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | $ 55,500 | ||||
Iveco | Nikola Iveco Europe B.V. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment, ownership percentage | 50.00% | 50.00% | |||
Equity method investment, volume and profit allocation percentage | 50.00% | 50.00% |
INVESTMENTS IN AFFILIATES - Rec
INVESTMENTS IN AFFILIATES - Reconciliation of Closing Stock Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 22, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | |||
Total investment in affiliates | $ 61,778 | $ 8,420 | |
Wabash Valley Resources | |||
Schedule of Equity Method Investments [Line Items] | |||
Common stock issued for investment in affiliates including common stock subject to Put Right | $ 29,139 | ||
Cash consideration for investment in affiliates | 25,000 | ||
Fair value of cash and common stock consideration for WVR | 54,139 | ||
Fair value of embedded Put Right | 3,237 | ||
Total investment in affiliates | $ 57,695 | $ 57,376 | $ 0 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 22, 2020shares | Jun. 03, 2020$ / sharesshares | Jun. 02, 2020$ / shares | Jun. 30, 2020USD ($) | May 31, 2020shares | Mar. 31, 2020USD ($)$ / sharesshares | Oct. 31, 2019USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018shares | Jun. 30, 2020USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | ||
Related Party Transaction [Line Items] | ||||||||||||||||
Options granted (in shares) | shares | 0 | |||||||||||||||
Stock-based compensation expense | $ 205,711 | $ 137,991 | $ 4,858 | |||||||||||||
Granted (in dollars per share) | $ / shares | $ 0 | |||||||||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 6.92 | $ 0.75 | ||||||||||||||
Options, weighted average remaining contractual term | 6 years 10 months 13 days | 7 years 9 months 25 days | ||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | shares | 22,877,806 | |||||||||||||||
Premium on repurchase of redeemable convertible preferred stock | $ 13,400 | $ 0 | $ 13,407 | $ 16,816 | ||||||||||||
Common Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | shares | 14,213,498 | 6,581,340 | [1] | 6,671,998 | [1] | |||||||||||
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 | |||||||||||||||
Sale of stock, consideration received on transaction, value of in-kind services | 100,000 | |||||||||||||||
Sale of stock, consideration received on transaction | $ 100,000 | $ 50,000 | ||||||||||||||
Series D redeemable convertible preferred stock in exchange for licensed technology (in shares) | shares | 9,443,353 | |||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | shares | 5,132,289 | |||||||||||||||
Convertible preferred stock per share (in usd per share) | $ / shares | $ 9.74 | |||||||||||||||
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 dollars per share) | $ / shares | $ 10 | $ 10 | ||||||||||||||
Iveco | Series D Preferred Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Sale of stock, consideration received on transaction | $ 50,000 | |||||||||||||||
Series D redeemable convertible preferred stock in exchange for licensed technology (in shares) | shares | 5,953,515 | |||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | shares | 5,132,291 | |||||||||||||||
Chief Executive Officer | Reissued Performance Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Options granted (in shares) | shares | 180,153 | 6,005,139 | ||||||||||||||
Stock-based compensation expense | $ 7,200 | |||||||||||||||
Chief Executive Officer | Performance Shares | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Granted (in dollars per share) | $ / shares | $ 1.39 | |||||||||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 1.20 | |||||||||||||||
Options, weighted average remaining contractual term | 6 years 5 months 4 days | |||||||||||||||
Affiliated Entity | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Stock repurchased during the period (in shares) | shares | 2,850,930 | |||||||||||||||
Shares repurchased, price per share (in dollars per share) | $ / shares | $ 8.77 | |||||||||||||||
Accounts payable, related parties | $ 2,800 | |||||||||||||||
Accrued expenses with related parties | 800 | |||||||||||||||
Stock repurchased during the period | $ 25,000 | |||||||||||||||
Affiliated Entity | Common Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution, gross | 92,000 | |||||||||||||||
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] | ||||||||||||||||
Temporary equity repurchased (in shares) | shares | 3,575,750 | |||||||||||||||
Temporary equity repurchased, price per share (in usd per share) | $ / shares | $ 8.77 | |||||||||||||||
Share price as percentage of financing | 0.90 | |||||||||||||||
Temporary equity repurchased and retired during period, value | $ 31,400 | |||||||||||||||
Affiliated Entity | Iveco | Common Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution, gross | $ 8,000 | |||||||||||||||
Aircraft Charter | Chief Executive Officer | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Related party transaction, expenses from transactions with related party | 1,600 | 200 | ||||||||||||||
Prepaid In-Kind Services | Affiliated Entity | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Related party transaction, expenses from transactions with related party | $ 46,300 | 45,700 | 8,000 | |||||||||||||
Due from related parties | $ 0 | 46,300 | ||||||||||||||
Related Party Research And Development Expense | Affiliated Entity | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Related party transaction, expenses from transactions with related party | $ 15,100 | $ 14,100 | ||||||||||||||
[1] | Issuance of redeemable convertible preferred stock and convertible preferred stock warrants have been retroactively restated to give effect to the recapitalization transaction. |
DEBT AND FINANCE LEASE LIABIL_3
DEBT AND FINANCE LEASE LIABILITIES - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current: | ||
Finance lease liabilities | $ 140 | $ 1,070 |
139650.44 | 140 | 5,170 |
Non-current: | ||
Finance lease liabilities | 408 | 13,956 |
Long-term debt and finance lease liabilities, net of current portion | 25,047 | 13,956 |
Notes Payable to Banks | ||
Current: | ||
Term note | 0 | 4,100 |
Promissory Note | Notes Payable, Other Payables | ||
Non-current: | ||
Promissory note | $ 24,639 | $ 0 |
DEBT AND FINANCE LEASE LIABIL_4
DEBT AND FINANCE LEASE LIABILITIES - Narrative (Details) - USD ($) | Apr. 30, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | Feb. 28, 2019 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2018 |
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of debt | $ 24,632,000 | $ 0 | $ 0 | |||||||
Letters of credit | $ 25,000,000 | 25,000,000 | ||||||||
Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, stated percentage | 3.00% | |||||||||
Notes Payable to Banks | Paycheck Protection Program, CARES Act | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, stated percentage | 0.98% | 0.98% | ||||||||
Repayments of long-term debt | $ 4,100,000 | |||||||||
Proceeds from issuance of debt | $ 4,100,000 | |||||||||
Term | 24 months | |||||||||
Notes Payable to Banks | Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 4,100,000 | |||||||||
Interest rate, stated percentage | 2.43% | |||||||||
Extension term | 1 year | 1 year | ||||||||
Repayments of long-term debt | $ 4,100,000 | |||||||||
Notes Payable, Other Payables | Promissory Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 25,000,000 | $ 25,000,000 | ||||||||
Interest rate, stated percentage | 4.00% | 4.00% | ||||||||
Term | 60 months | |||||||||
Term of interest only payments | 12 months | |||||||||
Amortization period | 25 years | |||||||||
Debt issuance cost | $ 400,000 | $ 400,000 | ||||||||
Effective interest rate | 4.34% | 4.34% | ||||||||
Interest expense | $ 100,000 |
DEBT AND FINANCE LEASE LIABIL_5
DEBT AND FINANCE LEASE LIABILITIES- Maturities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 0 |
2023 | 594 |
2024 | 619 |
2025 | 644 |
2026 | 23,143 |
Thereafter | 0 |
Total | $ 25,000 |
CAPITAL STRUCTURE (Details)
CAPITAL STRUCTURE (Details) $ / shares in Units, $ in Thousands | Nov. 29, 2021shares | Sep. 24, 2021USD ($)dayshares | Jun. 11, 2021USD ($)dayshares | Jul. 22, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Jun. 03, 2020shares |
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 | |||||
Common stock issued (in shares) | 22,877,806 | ||||||||
Proceeds from issuance of common stock | $ | $ 263,100 | $ 1,500 | $ 163,788 | $ 0 | $ 0 | ||||
Revaluation of warrant liability | $ | 3,051 | 13,448 | (3,339) | ||||||
Warrant liability | $ | $ 4,284 | 4,284 | 7,335 | ||||||
Issuance of common stock for commitment shares | $ | $ 2,600 | $ 5,564 | $ 0 | $ 0 | |||||
Registration Rights Agreement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Maximum authorized amount | $ | $ 300,000 | ||||||||
Number of shares issued in transaction (in shares) | 18,012,845 | 14,213,498 | |||||||
Percentage of volume weighted average price | 97.00% | ||||||||
Number of consecutive trading days | day | 3 | ||||||||
Sale of stock, consideration received on transaction | $ | $ 163,800 | ||||||||
Registered shares remaining in agreement (in shares) | 3,643,644 | ||||||||
Remaining commitment available | $ | $ 136,200 | ||||||||
Maximum allowable beneficial ownership (in percent) | 4.99% | ||||||||
Registration Rights Agreement Shares Issued For Commitment Fee | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares issued in transaction (in shares) | 252,040 | 155,703 | |||||||
Issuance of common stock for commitment shares | $ | $ 2,900 | ||||||||
Second Purchase Agreement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Percentage of volume weighted average price | 97.00% | ||||||||
Number of consecutive trading days | day | 3 | ||||||||
Sale of stock, consideration received on transaction | $ | $ 300,000 | $ 300,000 | |||||||
Maximum allowable beneficial ownership (in percent) | 4.99% | ||||||||
Purchase period | 36 months | ||||||||
Second Purchase Agreement | Maximum | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares issued in transaction (in shares) | 29,042,827 | ||||||||
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] | |||||||||
Redemption price threshold (in usd per share) | $ / shares | $ 122,194 | $ 122,194 | |||||||
Warrant redemption price per share (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Private Warrant | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of warrants exercised (in shares) | 129,085 | ||||||||
Warrants outstanding (in shares) | 760,915 | 760,915 |
STOCK-BASED COMPENSATION EXPE_3
STOCK-BASED COMPENSATION EXPENSE - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)milestone$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | May 06, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized (in shares) | shares | 42,802,865 | ||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 6.92 | $ 0.75 | |||||
Exercise of stock options (in shares) | shares | 3,472,267 | 8,716,423 | 1,266 | ||||
Exercises in period, intrinsic value | $ 51,800 | $ 132,700 | |||||
Vested in period, fair value | 27,000 | $ 4,300 | |||||
Accelerated share-based compensation cost | $ 8,100 | ||||||
Stock-based compensation expense | $ 205,711 | $ 137,991 | $ 4,858 | ||||
2017 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 10 years | ||||||
Minimum | 2017 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise period | 1 year | ||||||
Maximum | 2017 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise period | 4 years | ||||||
ESPP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized (in shares) | shares | 4,000,000 | ||||||
Time-Based Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Stock-based compensation expense | $ 500 | ||||||
Stock-based compensation, expense reversal | $ 16,500 | ||||||
Time-Based Restricted Stock Units | Director | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 1 year | ||||||
Performance-Based Restricted Stock Unit | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Market Based RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Number of award vesting milestones | milestone | 3 | ||||||
Vesting threshold, consecutive trading days | 20 days | ||||||
Market Based RSUs | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock price target (in dollars per share) | $ / shares | $ 25 | ||||||
Market Based RSUs | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock price target (in dollars per share) | $ / shares | $ 55 | ||||||
Share-based Payment Arrangement, Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 36 months |
STOCK-BASED COMPENSATION EXPE_4
STOCK-BASED COMPENSATION EXPENSE - Share-based Compensation Arrangement Assumptions (Details) - Share-based Payment Arrangement, Option - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price (in dollars per share) | $ 1.05 | |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 70.00% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price (in dollars per share) | $ 1.05 | |
Risk-free interest rate | 0.10% | 1.40% |
Expected term (in years) | 2 months 12 days | 5 years |
Expected volatility | 70.00% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price (in dollars per share) | $ 9.66 | $ 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) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options | |||
Outstanding at beginning of period (in shares) | 32,529,224 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | 3,472,267 | 8,716,423 | 1,266 |
Cancelled (in shares) | 60,797 | ||
Options at end of period (in shares) | 28,996,160 | 32,529,224 | |
Vested and exercisable as of period end (in shares) | 28,528,403 | ||
Weighted Average Exercise Price Per share | |||
Outstanding at beginning of period (in dollars per share) | $ 1.28 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 1.32 | ||
Cancelled (in dollars per share) | 2.95 | ||
Outstanding at end of period (in dollars per share) | 1.28 | $ 1.28 | |
Vested and exercisable at period end (in dollars per share) | $ 1.25 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options, weighted average remaining contractual term | 6 years 10 months 13 days | 7 years 9 months 25 days | |
Options, weighted average contractual term, vested and exercisable at period end | 6 years 10 months 6 days | ||
Aggregate intrinsic value outstanding | $ 249,205 | $ 454,668 | |
Aggregate intrinsic value, vested and exercisable at period end | $ 246,048 |
STOCK-BASED COMPENSATION EXPE_6
STOCK-BASED COMPENSATION EXPENSE - Schedule of RSUs (Details) - Time-Based Restricted Stock Units | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of RSUs | |
Non-vested at beginning of period (in shares) | shares | 5,026,531 |
Granted (in shares) | shares | 10,626,906 |
Released (in shares) | shares | 2,523,328 |
Cancelled (in shares) | shares | 951,437 |
Non-vested at end of period (in shares) | shares | 12,178,672 |
Weighted-Average Grant Date Fair Value | |
Non-vested at beginning of period (in dollars per share) | $ / shares | $ 31.2 |
Granted (in dollars per share) | $ / shares | 14.7 |
Released (in dollars per share) | $ / shares | 26 |
Cancelled (in dollars per share) | $ / shares | 19.1 |
Non-vested at end of period (in dollars per share) | $ / shares | $ 18.7 |
STOCK-BASED COMPENSATION EXPE_7
STOCK-BASED COMPENSATION EXPENSE - Fair Value of Market Based RSUs (Details) - Market Based RSUs | 12 Months Ended |
Dec. 31, 2020 | |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.20% |
Expected volatility | 70.00% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.30% |
Expected volatility | 85.00% |
STOCK-BASED COMPENSATION EXPE_8
STOCK-BASED COMPENSATION EXPENSE - Schedule of Market Based RSUs (Details) - Market Based RSUs | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Market Based RSUs | |
Non-vested at beginning of period (in shares) | shares | 13,317,712 |
Granted (in shares) | shares | 0 |
Released (in shares) | shares | 0 |
Cancelled (in shares) | shares | 0 |
Non-vested at end of period (in shares) | shares | 13,317,712 |
Weighted-Average Grant Date Fair Value | |
Non-vested at beginning of period (in dollars per share) | $ / shares | $ 26 |
Granted (in dollars per share) | $ / shares | 0 |
Released (in dollars per share) | $ / shares | 0 |
Cancelled (in dollars per share) | $ / shares | 0 |
Non-vested at end of period (in dollars per share) | $ / shares | $ 26 |
STOCK-BASED COMPENSATION EXPE_9
STOCK-BASED COMPENSATION EXPENSE - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 205,711 | $ 137,991 | $ 4,858 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 36,150 | 15,862 | 653 |
Selling, general, and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 169,561 | $ 122,129 | $ 4,205 |
STOCK-BASED COMPENSATION EXP_10
STOCK-BASED COMPENSATION EXPENSE - Unrecognized Compensation Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Unrecognized compensation expense | |
Total unrecognized compensation expense at December 31, 2021 | $ 325,163 |
Share-based Payment Arrangement, Option | |
Unrecognized compensation expense | |
Options | $ 930 |
Remaining weighted-average recognition period (years) | 1 year 10 days |
Market Based RSUs | |
Unrecognized compensation expense | |
Market Based RSUs and RSUs | $ 166,181 |
Remaining weighted-average recognition period (years) | 1 year 6 months |
RSUs | |
Unrecognized compensation expense | |
Market Based RSUs and RSUs | $ 158,052 |
Remaining weighted-average recognition period (years) | 1 year 11 months 26 days |
RETIREMENT SAVINGS PLAN - Narra
RETIREMENT SAVINGS PLAN - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Defined Contribution Plan Disclosure [Line Items] | |
Defined contribution plan, cost | $ 2,100 |
Percent of match | 100.00% |
Percent of employees' gross pay | 1.00% |
Percent of match beyond initial 1% | 50.00% |
Additional percent of employees' gross pay beyond initial 1% | 1.00% |
Minimum | |
Defined Contribution Plan Disclosure [Line Items] | |
Additional percent of employees' gross pay beyond initial 1% | 1.00% |
Maximum | |
Defined Contribution Plan Disclosure [Line Items] | |
Additional percent of employees' gross pay beyond initial 1% | 6.00% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax expense (benefit) | $ 4,000 | $ (1,026,000) | $ 151,000 | |
Valuation allowance | 291,222,000 | 162,496,000 | ||
Tax credit carryforward | 29,500,000 | 19,100,000 | ||
Unrecognized tax benefits | 11,661,000 | 7,392,000 | 432,000 | $ 140,000 |
Penalties and interest accrued | 0 | 0 | ||
Penalties and interest expense | 0 | $ 0 | $ 0 | |
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 992,600,000 | |||
Year 2037 | Internal Revenue Service (IRS) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 11,100,000 | |||
Indefinite | Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 966,300,000 |
INCOME TAXES - Provision for In
INCOME TAXES - Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax provision | |||
Federal | $ 0 | $ 36,000 | $ 0 |
State | 1,000 | 1,000 | 1,000 |
Total current tax provision | 1,000 | 37,000 | 1,000 |
Deferred tax provision | |||
Federal | 1,000 | (492,000) | 43,000 |
State | 2,000 | (571,000) | 107,000 |
Total deferred tax provision | 3,000 | (1,063,000) | 150,000 |
Income tax expense (benefit) | $ 4,000 | $ (1,026,000) | $ 151,000 |
INCOME TAXES - Income Tax Recon
INCOME TAXES - Income Tax Reconciliation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory federal rate | $ (144,848,000) | $ (78,098,000) | $ (18,586,000) |
State tax, net of federal benefit | (21,212,000) | (14,052,000) | (4,649,000) |
Stock-based compensation | 22,825,000 | (7,652,000) | 556,000 |
Section 162(m) limitation | 2,009,000 | 1,834,000 | 0 |
Research and development credits, net of uncertain tax position | (12,558,000) | (14,945,000) | (5,915,000) |
Warrant revaluation | (641,000) | (2,824,000) | 0 |
SEC Settlement | 26,250,000 | 0 | 0 |
Other | (438,000) | 408,000 | 915,000 |
Change in valuation allowance | 128,617,000 | 114,303,000 | 27,830,000 |
Income tax expense (benefit) | $ 4,000 | $ (1,026,000) | $ 151,000 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets & Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Federal and state income tax credits | $ 33,837 | $ 21,279 |
Net operating loss carryforward | 245,014 | 132,471 |
Start-up costs capitalized | 1,454 | 1,490 |
Stock-based compensation | 12,645 | 8,260 |
Finance lease liability | 680 | 3,718 |
Property, plant and equipment, net | 0 | 4,069 |
Accrued expenses and other | 802 | 0 |
Total deferred tax assets | 294,432 | 171,287 |
Valuation allowance | (291,222) | (162,496) |
Deferred tax assets, net of valuation allowance | 3,210 | 8,791 |
Deferred tax liabilities: | ||
Intangible assets | (2,116) | (1,020) |
Finance lease asset | (666) | (7,786) |
Property, plant and equipment, net | (439) | 0 |
Accrued expenses and other | 0 | 7 |
Total deferred tax liabilities | (3,221) | (8,799) |
Deferred tax liabilities, net | $ (11) | $ (8) |
INCOME TAXES- Unrecognized Tax
INCOME TAXES- Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Gross amount of unrecognized tax benefits as of the beginning of the year | $ 7,392 | $ 432 | $ 140 |
Additions based on tax positions related to the current year | 4,269 | 5,622 | 292 |
Additions based on tax position from prior years | 0 | 1,338 | 0 |
Gross amount of unrecognized tax benefits as of the end of the year | $ 11,661 | $ 7,392 | $ 432 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands, € in Millions | Feb. 05, 2022 | Dec. 21, 2021USD ($)business_unit | Jan. 26, 2021 | Oct. 19, 2020 | Feb. 28, 2019USD ($)a | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021EUR (€) | Jul. 29, 2021count | Nov. 16, 2020legal_motion | Sep. 23, 2020derivativeAction | Sep. 21, 2020officerAndEmployee | Sep. 15, 2020lawsuit | Sep. 14, 2020officerAndEmployee |
Other Commitments [Line Items] | ||||||||||||||
Civil penalty | $ 125,000 | |||||||||||||
Number of installment payments | business_unit | 5 | |||||||||||||
Installment payment period | 2 years | |||||||||||||
Number of class action lawsuits | lawsuit | 6 | |||||||||||||
Number of derivative actions | derivativeAction | 2 | |||||||||||||
Period of derivative action | 30 days | 30 days | ||||||||||||
Other long-term liabilities | $ 84,033 | $ 0 | ||||||||||||
Subsequent Event | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Period to file opposition | 30 days | |||||||||||||
FCPM License | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Accrued expenses and other current liabilities | 11,300 | € 10 | ||||||||||||
Other long-term liabilities | 34,000 | € 30 | ||||||||||||
Internal Review | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Number of officers and employees to receive subpoenas | officerAndEmployee | 3 | 5 | ||||||||||||
Legal fees | 22,400 | 8,100 | ||||||||||||
Accrued professional fees | $ 22,700 | $ 6,600 | ||||||||||||
Number of counts of securities fraud | count | 2 | |||||||||||||
Number of counts of wire fraud | count | 1 | |||||||||||||
Number of motions filed | legal_motion | 10 | |||||||||||||
Manufacturing Facility Commitment | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Construction completion, maximum extension period (in years) | 2 years | |||||||||||||
Construction completion period (in years) | 5 years | |||||||||||||
Construction completion deadline monthly extension fee | $ 200 | |||||||||||||
Security deposit payable | $ 4,000 | |||||||||||||
Coolidge, Arizona | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Area of land (in acres) | a | 430 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Contractual Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Purchase obligations | |
Total | $ 504,715 |
Less than 1 Year | 35,424 |
1 - 3 Years | 469,291 |
3 - 5 Years | 0 |
More than 5 Years | 0 |
Contractual Obligations | |
Total | 650,092 |
Less than 1 Year | 96,768 |
1 - 3 Years | 553,324 |
3 - 5 Years | 0 |
More than 5 Years | 0 |
Accrued SEC settlement | |
Other Commitments [Abstract] | |
Total | 100,000 |
Less than 1 Year | 50,000 |
1 - 3 Years | 50,000 |
3 - 5 Years | 0 |
More than 5 Years | 0 |
FCPM License | |
Other Commitments [Abstract] | |
Total | 45,377 |
Less than 1 Year | 11,344 |
1 - 3 Years | 34,033 |
3 - 5 Years | 0 |
More than 5 Years | $ 0 |
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 | 12 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||
Net loss | $ (690,438) | $ (370,866) | $ (88,656) | |
Premium paid on repurchase of redeemable convertible preferred stock | $ (13,400) | 0 | (13,407) | (16,816) |
Net loss attributable to common stockholders | (690,438) | (384,273) | (105,472) | |
Less: revaluation of warrant liability | (3,051) | (13,448) | 0 | |
Net loss attributable to common stockholders | $ (693,489) | $ (397,721) | $ (105,472) | |
Denominator: | ||||
Weighted average shares outstanding, basic (in shares) | 398,655,081 | 335,325,271 | 262,528,769 | |
Dilutive effect of common stock issuable from assumed exercise of options (in shares) | 129,311 | 505,762 | 0 | |
Weighted average shares outstanding, diluted (in shares) | 398,784,392 | 335,831,033 | 262,528,769 | |
Net loss per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ (1.73) | $ (1.15) | $ (0.40) | |
Diluted (in dollars per share) | $ (1.74) | $ (1.18) | $ (0.40) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 54,492,544 | 50,873,467 | 40,012,825 |
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) | 28,996,160 | 32,529,224 | 40,012,825 |
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) | 25,496,384 | 18,344,243 | 0 |
Uncategorized Items - nkla-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2018-07 [Member] |
Money Market Funds [Member] | ||
Restricted Cash and Cash Equivalents, Fair Value Disclosure | nkla_RestrictedCashAndCashEquivalentsFairValueDisclosure | $ 4,100,000 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Restricted Cash and Cash Equivalents, Fair Value Disclosure | nkla_RestrictedCashAndCashEquivalentsFairValueDisclosure | 4,100,000 |
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Restricted Cash and Cash Equivalents, Fair Value Disclosure | nkla_RestrictedCashAndCashEquivalentsFairValueDisclosure | 0 |
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Restricted Cash and Cash Equivalents, Fair Value Disclosure | nkla_RestrictedCashAndCashEquivalentsFairValueDisclosure | 0 |
Money Market Funds [Member] | ||
Cash and Cash Equivalents, at Carrying Value | us-gaap_CashAndCashEquivalentsAtCarryingValue | 463,900,000 |
Cash and Cash Equivalents, at Carrying Value | us-gaap_CashAndCashEquivalentsAtCarryingValue | $ 827,100,000 |