Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38495 | |
Entity Registrant Name | Nikola Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-4151153 | |
Entity Address, Address Line One | 4141 E Broadway Road | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85040 | |
City Area Code | 480 | |
Local Phone Number | 666-1038 | |
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | NKLA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 694,091,215 | |
Entity Central Index Key | 0001731289 | |
Document Fiscal Year Focus | 2023 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 121,140 | $ 233,405 |
Restricted cash and cash equivalents | 10,600 | 10,600 |
Accounts receivable, net | 27,580 | 31,900 |
Inventory | 123,630 | 123,197 |
Prepaid expenses and other current assets | 47,830 | 37,824 |
Total current assets | 330,780 | 436,926 |
Restricted cash and cash equivalents | 74,582 | 78,959 |
Long-term deposits | 32,382 | 34,279 |
Property, plant and equipment, net | 475,396 | 437,006 |
Intangible assets, net | 91,921 | 93,094 |
Investment in affiliates | 68,677 | 72,816 |
Goodwill | 6,688 | 6,688 |
Prepayment - long-term supply agreement | 44,835 | 44,835 |
Other assets | 33,099 | 32,055 |
Total assets | 1,158,360 | 1,236,658 |
Current liabilities | ||
Accounts payable | 78,020 | 117,914 |
Accrued expenses and other current liabilities | 176,756 | 202,562 |
Debt and finance lease liabilities, current | 21,760 | 63,114 |
Total current liabilities | 276,536 | 383,590 |
Long-term debt and finance lease liabilities, net of current portion | 296,473 | 291,627 |
Operating lease liabilities | 27,484 | 28,223 |
Estimated liability - guarantee of obligation of unconsolidated affiliate | 4,284 | 0 |
Other long-term liabilities | 7,697 | 6,724 |
Deferred tax liabilities, net | 15 | 15 |
Total liabilities | 612,489 | 710,179 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.0001 par value, 800,000,000 shares authorized, 594,182,551 and 512,935,485 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 59 | 51 |
Additional paid-in capital | 2,751,386 | 2,562,855 |
Accumulated deficit | (2,203,944) | (2,034,850) |
Accumulated other comprehensive loss | (1,630) | (1,577) |
Total stockholders' equity | 545,871 | 526,479 |
Total liabilities and stockholders' equity | $ 1,158,360 | $ 1,236,658 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Debt and finance lease liabilities, current measured at fair value | $ 10,700,000 | $ 50,000,000 |
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) | 800,000,000 | 800,000,000 |
Common stock, shares issued (in shares) | 594,182,551 | 512,935,485 |
Common stock, shares outstanding (in shares) | 594,182,551 | 512,935,485 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues: | ||
Revenue | $ 11,117 | $ 1,887 |
Cost of revenues: | ||
Cost of revenue | 44,027 | 1,456 |
Gross profit (loss) | (32,910) | 431 |
Operating expenses: | ||
Research and development | 64,426 | 74,557 |
Selling, general, and administrative | 53,709 | 77,183 |
Total operating expenses | 118,135 | 151,740 |
Loss from operations | (151,045) | (151,309) |
Other income (expense): | ||
Interest expense, net | (9,863) | (211) |
Revaluation of warrant liability | 306 | (434) |
Other income (expense), net | (84) | 1,833 |
Loss before income taxes and equity in net loss of affiliates | (160,686) | (150,121) |
Income tax expense | 0 | 0 |
Loss before equity in net loss of affiliates | (160,686) | (150,121) |
Equity in net loss of affiliates | (8,408) | (2,820) |
Net loss | $ (169,094) | $ (152,941) |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.31) | $ (0.37) |
Diluted (in dollars per share) | $ (0.31) | $ (0.37) |
Weighted-average shares outstanding: | ||
Basic (in shares) | 549,689,436 | 415,152,656 |
Diluted (in shares) | 549,689,436 | 415,152,656 |
Truck sales | ||
Revenues: | ||
Revenue | $ 10,055 | $ 0 |
Cost of revenues: | ||
Cost of revenue | 42,777 | 0 |
Service and other | ||
Revenues: | ||
Revenue | 1,062 | 1,887 |
Cost of revenues: | ||
Cost of revenue | $ 1,250 | $ 1,456 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (169,094) | $ (152,941) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment, net of tax | (53) | 329 |
Comprehensive loss | $ (169,147) | $ (152,612) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Equity Distribution Agreement | Tumim Purchase Agreement | Common Stock | Common Stock Equity Distribution Agreement | Common Stock Tumim Purchase Agreement | Additional Paid-in Capital | Additional Paid-in Capital Equity Distribution Agreement | Additional Paid-in Capital Tumim Purchase Agreement | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 413,340,550 | ||||||||||
Balance at beginning of period at Dec. 31, 2021 | $ 693,572 | $ 41 | $ 1,944,341 | $ (1,250,612) | $ (198) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercise of stock options (in shares) | 179,831 | ||||||||||
Exercise of stock options | 308 | $ 0 | 308 | ||||||||
Issuance of shares for RSU awards (in shares) | 1,180,047 | ||||||||||
Common stock issued (in shares) | 3,643,644 | ||||||||||
Common stock issued | $ 27,376 | $ 1 | $ 27,375 | ||||||||
Stock-based compensation | 53,528 | 53,528 | |||||||||
Net loss | (152,941) | (152,941) | |||||||||
Other comprehensive loss | 329 | 329 | |||||||||
Balance at end of period (in shares) at Mar. 31, 2022 | 418,344,072 | ||||||||||
Balance at end of period at Mar. 31, 2022 | $ 622,172 | $ 42 | 2,025,552 | (1,403,553) | 131 | ||||||
Balance at beginning of period (in shares) at Dec. 31, 2022 | 512,935,485 | 512,935,485 | |||||||||
Balance at beginning of period at Dec. 31, 2022 | $ 526,479 | $ 51 | 2,562,855 | (2,034,850) | (1,577) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercise of stock options (in shares) | 156,366 | 156,366 | |||||||||
Exercise of stock options | $ 166 | $ 0 | 166 | ||||||||
Issuance of shares for RSU awards (in shares) | 2,789,660 | ||||||||||
Common stock issued (in shares) | 17,020,258 | 28,922,476 | |||||||||
Common stock issued | $ 31,612 | $ 64,713 | $ 2 | $ 3 | $ 31,610 | $ 64,710 | |||||
Issuance of common stock upon conversion of 5% Senior Convertible Notes (in shares) | 32,358,306 | ||||||||||
Issuance of common stock upon conversion of 5% Senior Convertible Notes | 67,500 | $ 3 | 67,497 | ||||||||
Stock-based compensation | 24,548 | 24,548 | |||||||||
Net loss | (169,094) | (169,094) | |||||||||
Other comprehensive loss | $ (53) | (53) | |||||||||
Balance at end of period (in shares) at Mar. 31, 2023 | 594,182,551 | 594,182,551 | |||||||||
Balance at end of period at Mar. 31, 2023 | $ 545,871 | $ 59 | $ 2,751,386 | $ (2,203,944) | $ (1,630) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (169,094) | $ (152,941) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 7,052 | 3,111 |
Stock-based compensation | 24,548 | 53,528 |
Equity in net loss of affiliates | 8,408 | 2,820 |
Revaluation of financial instruments | (231) | (3) |
Inventory write-downs | 2,439 | 3,473 |
Non-cash interest expense | 10,008 | 0 |
Other non-cash activity | 1,098 | 111 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 4,029 | (1,339) |
Inventory | (2,872) | (22,404) |
Prepaid expenses and other current assets | (8,569) | (14,710) |
Accounts payable, accrued expenses and other current liabilities | (55,516) | (2,131) |
Other assets | (1,929) | (304) |
Operating lease liabilities | (610) | (77) |
Other long-term liabilities | 1,278 | (457) |
Net cash used in operating activities | (179,961) | (131,323) |
Cash flows from investing activities | ||
Purchases and deposits of property, plant and equipment | (52,289) | (30,106) |
Investments in affiliates | 0 | (3,348) |
Net cash used in investing activities | (52,289) | (33,454) |
Cash flows from financing activities | ||
Proceeds from the exercise of stock options | 404 | 308 |
Proceeds from issuance of shares under the Tumim Purchase Agreements | 64,713 | 27,376 |
Proceeds from issuance of 5% Senior Convertible Notes | 25,000 | 0 |
Proceeds from issuance of common stock under Equity Distribution Agreement, net of commissions paid | 30,524 | 0 |
Repayment of debt and promissory notes | (2,544) | 0 |
Payments on insurance premium financing | (1,999) | 0 |
Payments on finance lease liabilities and financing obligation | (490) | (30) |
Net cash provided by financing activities | 115,608 | 27,654 |
Net decrease in cash and cash equivalents, including restricted cash and cash equivalents | (116,642) | (137,123) |
Cash and cash equivalents, including restricted cash and cash equivalents, beginning of period | 322,964 | 522,241 |
Cash and cash equivalents, including restricted cash and cash equivalents, end of period | 206,322 | 385,118 |
Supplementary cash flow disclosures: | ||
Cash paid for interest | 1,520 | 273 |
Cash interest received | 1,583 | 85 |
Supplementary disclosures for noncash investing and financing activities: | ||
Conversion of 5% Senior Convertible Notes into shares of common stock | 64,286 | 0 |
Purchases of property, plant and equipment included in liabilities | 26,827 | 21,294 |
Accrued PIK interest | 5,801 | 0 |
Accrued commissions under Equity Distribution Agreement | 593 | 0 |
Accrued debt issuance costs | 550 | 0 |
Leased assets obtained in exchange for new finance lease liabilities | $ 0 | $ 378 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 30, 2022 |
5% Senior Convertible Notes - Subsequent Placement | Convertible Notes Payable | |||
Interest rate, stated percentage | 5% | 5% | 5% |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 30, 2022 |
5% Senior Convertible Notes - Subsequent Placement | Convertible Notes Payable | |||
Interest rate, stated percentage | 5% | 5% | 5% |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
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. (b) Unaudited Consolidated Financial Statements The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. A ll dollar amounts are in thousands, unless otherwise noted. Prior to the start of production for the Tre BEV trucks late in the first quarter of 2022, pre-production activities, including manufacturing readiness, process validation, prototype builds, freight, inventory write-downs, and operations of the Company's manufacturing facility in Coolidge, Arizona were recorded as research and development activities on the Company's consolidated statements of operations. Commensurate with the start of production, manufacturing costs, including labor and overhead, as well as inventory-related expenses related to the Tre BEV trucks, and related facility costs, are recorded in cost of revenues beginning in the second quarter of 2022. 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. On October 14, 2022, the Company completed the acquisition of all of the outstanding common stock of Romeo Power, Inc. (“Romeo”) (the "Romeo Acquisition") for a total purchase price of $78.6 million (see Note 3, Business Combinations ). Romeo manufactures battery modules, packs, and battery management systems for commercial vehicle applications. The consolidated financial statements as of and during the three months ended March 31, 2023 include the financial results of Romeo. (c) Funding Risks and Going Concern In accordance with Accounting Standards Codification (" ASC") 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASC 205-40”) the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. 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, or at all, and would be dilutive to current stockholders. Debt financing, if available, may involve restrictive covenants and dilutive financing instruments. The Company has secured and intends to employ various strategies to obtain the required funding for future operations such as continuing to access capital through the equity distribution agreement with Citigroup Global Markets Inc. ("Citi"), as sales agent (see Note 8, Capital Structure ), the second common stock purchase agreement with Tumim Stone Capital LLC (see Note 8, Capital Structur e), and the securities purchase agreement with investors for the sale of an additional principal amount of unsecured senior convertible notes (see Note 7, Debt and Finance Lease Liabilities ). However, the ability to access the equity distribution agreement and second common stock purchase agreement are dependent on common stock trading volumes, the market price of the Company’s common stock, and the availability of the Company's remaining unreserved share authorization. The Company has proposed an amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 800,000,000 to 1,600,000,000, which will stand for stockholder approval at the Company's annual meeting of stockholders on June 7, 2023. The ability to access the remaining availability of the equity distribution agreement and second common stock purchase agreement cannot be assured, and as a result cannot be included as sources of liquidity for the Company’s ASC 205-40 analysis. 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 operations, which could materially harm the Company’s business, financial condition and results of operations. The result of the Company’s ASC 205-40 analysis, due to uncertainties discussed above, is that there is substantial doubt about the Company’s ability to continue as a going concern through the next twelve months from the date of issuance of these consolidated financial statements. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Cash, Cash Equivalents and Restricted Cash and Cash Equivalents As of March 31, 2023 and December 31, 2022, the Company had $85.2 million and $89.6 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 letters of credit, leases, and debt. See Note 7, Debt and Finance Lease Liabilities, for additional details. 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 March 31, 2023 December 31, 2022 March 31, 2022 Cash and cash equivalents $ 121,140 $ 233,405 $ 360,118 Restricted cash and cash equivalents – current 10,600 10,600 — Restricted cash and cash equivalents – non-current 74,582 78,959 25,000 Cash, cash equivalents and restricted cash and cash equivalents $ 206,322 $ 322,964 $ 385,118 (b) Fair Value of Financial Instruments The carrying value and fair value of the Company’s financial instruments are as follows: As of March 31, 2023 Level 1 Level 2 Level 3 Total Assets Derivative asset $ — $ — $ 95 $ 95 Liabilities Warrant liability $ — $ — $ 115 $ 115 5% Senior Convertible Notes — — 10,714 10,714 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets Derivative asset $ — $ — $ 170 $ 170 Liabilities Warrant liability $ — $ — $ 421 $ 421 5% Senior Convertible Notes — — 50,000 50,000 Warrant liability As a result of the Company's business combination with VectoIQ Acquisition Corp. ("VectoIQ") in June 2020 (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. Additionally, as a result of the closing of the acquisition of Romeo (the "Romeo Acquisition") in October 2022, the Company assumed Romeo's warrant liability (together the "Warrant Liabilities"). The Warrant Liabilities are remeasured to their 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, and the warrant liability was recognized in other long-term liabilities on the consolidated balance sheets. The change in fair value of the Warrant Liabilities was as follows: Warrant Liabilities Estimated fair value at December 31, 2022 $ 421 Change in estimated fair value (306) Estimated fair value at March 31, 2023 $ 115 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 March 31, 2023 December 31, 2022 Stock price $ 1.21 $ 2.16 Exercise price $ 11.50 $ 11.50 Remaining term (in years) 2.18 2.42 Volatility 100 % 100 % Risk-free rate 3.94 % 4.28 % Expected dividend yield — % — % Put Right and Price Differential derivative liabilities On September 13, 2021, the Company entered into an Amended Membership Interest Purchase Agreement (the "Amended MIPA") with Wabash Valley Resources ("WVR") and the sellers party thereto (each, a "Seller"), pursuant to which the Company was subject to the first price differential and second price differential (together the "Price Differential"). The Price Differential was a freestanding financial instrument and accounted for as a derivative liability. 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. During the three months ended March 31, 2022, the change in fair value of the derivative liability was as follows: Derivative Liability Estimated fair value at December 31, 2021 $ 4,189 Change in estimated fair value (437) Estimated fair value at March 31, 2022 $ 3,752 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 March 31, 2022 December 31, 2021 Stock price $ 10.71 $ 9.87 Strike price $ 14.86 $ 14.86 Volatility 100 % 100 % Risk-free rate 0.50 % 0.18 % Pursuant to the terms of the Amended MIPA, the second price differential was settled in the third quarter of 2022 for $6.6 million. Put Premium derivative asset In June 2022, the Company completed a private placement of $200.0 million aggregate principal amount of unsecured 8.00% / 11.00% convertible senior paid in kind ("PIK") toggle notes (the “Toggle Senior Unsecured Convertible Notes”). In conjunction with the issuance of the Toggle Senior Unsecured Convertible Notes, the Company entered into a premium letter agreement (the "Put Premium") with the purchasers (the "Note Purchasers") of the Toggle Senior Unsecured Convertible Notes which requires the Note Purchasers to pay $9.0 million to the Company if during the period through the date that is thirty months after the closing date of the private placement of Toggle Senior Unsecured Convertible Notes, the last reported sale price of the Company's common stock has been at least $20.00 for at least 20 trading days during any consecutive 40 trading day period. The Put Premium is an embedded derivative asset and meets the criteria to be separated from the host contract and carried at fair value. The fair value of the derivative asset was immaterial as of March 31, 2023 and December 31, 2022. (c) Revenue Recognition Truck sales Truck sales consist of revenue recognized on the sales of the Company's BEV trucks. The sale of a truck is generally recognized as a single performance obligation at the point in time when control is transferred to the customer (dealers). Control is deemed transferred when the product is picked up by the carrier and the customer (dealer) can direct the product's use and obtain substantially all of the remaining benefits from the product. The Company may offer certain after-market upgrades at the request of the dealers. If a contract contains more than one distinct performance obligation, the transaction price is allocated to each performance obligation based on the standalone selling price of each performance obligation. The Company does not offer returns on truck sales. Revenue is recognized based on the transaction price, which is measured as the amount of consideration that the Company expects to receive in exchange for transferring the product pursuant to the terms of the contract with its customer. The transaction price may be adjusted, if applicable, for variable consideration, such as customer rebates and financing costs on floor plan arrangements, which requires the Company to make estimates for the portion of these allowances that have yet to be credited to customers. Payments for trucks sold are made in accordance with the Company's customary payment terms. The Company has elected an accounting policy whereby the Company does not adjust the promised amount of consideration for the effects of a significant financing component because, at contract inception, the Company expects the period between the time when the Company transfers a promised good or service to the customer and the time when the customer pays for that good or service will be one year or less. Sales tax collected from customers is not considered revenue and is accrued until remitted to the taxing authorities. Shipping and handling activities occur after the customer has obtained control of the product, thus the Company has elected to account for those expenses as fulfillment costs in cost of revenues, rather than an additional promised service. Services and other Services and other revenues consist of sales of mobile charging trailers ("MCTs") and other charging products. The sale of MCTs and other charging products is recognized as a single performance obligation at the point in time when control is transferred to the customer. Control is deemed transferred when the product is delivered to the customer and the customer can direct the product's use and obtain substantially all of the remaining benefits from the asset. The Company does not offer sales returns on MCTs and other charging products. Payment for products sold are made in accordance with the Company's customary payment terms and the Company's contracts do not have significant financing components. The Company has elected to exclude sales taxes from the measurement of the transaction price. (d) Warranties Warranty costs are recognized upon transfer of control of trucks to dealers, and are estimated based on factors including the length of the warranty, product costs, supplier warranties, and product failure rates. Warranty reserves are reviewed and adjusted quarterly to ensure that accruals are adequate to meet expected future warranty obligations. Initial warranty data is limited early in the launch of a new product and accordingly, future adjustments to the warranty accrual may be material. The change in warranty liability for the three months ended March 31, 2023 is summarized as follows: Three Months Ended March 31, 2023 Accrued warranty - beginning of period $ 8,183 Warranty costs incurred (31) Net changes in liability for pre-existing warranties (374) Provision for new warranties 1,866 Accrued warranty - end of period $ 9,644 As of March 31, 2023, warranty accrual of $2.1 million is recorded in accrued expenses and other current liabilities and $7.6 million in other long-term liabilities on the consolidated balance sheets. As of December 31, 2022, warranty accrual of $1.9 million is recorded in accrued expenses and other current liabilities and $6.3 million in other long-term liabilities on the consolidated balance sheets. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATIONS Romeo Acquisition On October 14, 2022, the Company completed the Romeo Acquisition. Under the terms of the acquisition, the Company acquired all of the issued and outstanding shares of common stock, par value 0.0001 per share, of Romeo (“Romeo Common Stock”) in exchange for 0.1186 of a share (the "Romeo Exchange Ratio") of the Company's common stock, rounded down to the nearest whole number of shares. Total consideration for the acquisition of Romeo is summarized as follows: Purchase consideration Fair value of Nikola common stock issued to Romeo stockholders (1) $ 67,535 Settlement of pre-existing relationships in the form of loan forgiveness (2) 27,923 Settlement of pre-existing relationships in the form of accounts payable (18,216) Fair value of outstanding stock compensation awards attributable to pre-acquisition services (3) 1,345 Total purchase consideration $ 78,587 (1) Represents the acquisition date fair value of 22.1 million shares of Nikola common stock issued to Romeo stockholders, based on the Romeo Exchange Ratio, at the October 14, 2022 closing price of $3.06 per share. (2) The Company entered into an Agreement and Plan of Merger and Reorganization dated July 30, 2022 (the "Merger Agreement") with Romeo. Concurrently wi th the execution of the Merger Agreement, Romeo entered into a loan agreement (the "Loan Agreement") with the Company as the lender. The Loan Agreement provided for a facility in an aggregate principal amount of up to $30.0 million (subject to certain incremental increases of up to $20.0 million), which were available for drawing subject to certain terms and conditions set forth in the Loan Agreement. Interest was payable on borrowings under the facility at the secured overnight financing rate ("SOFR") plus 8.00%. Upon closing, the loan and related accrued interest were forgiven and considered part of the purchase price. As of acquisition close, Romeo had drawn $12.5 million on the loan and accrued $0.1 million in interest. Additionally, as part of the Loan Agreement entered into with Romeo, the Company agreed to a short-term battery price increase. Through the acquisition close, the Company recorded $15.3 million in prepaid expenses and other current assets on the consolidated balance sheets related to the incremental pack price increase, which was considered part of the purchase consideration upon close. (3) Represents the portion of the fair value of the replacement awards related to services provided prior to the acquisition. The remaining portion of the fair value is associated with future service and will be recognized as expense over the future service period. The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition. The acquisition resulted in goodwill due to the purchase consideration exceeding the estimated fair value of the identifiable net assets acquired by $1.5 million. The December 31, 2022 consolidated balance sheets included the assets and liabilities of Romeo, which were measured at their estimated fair values as of the acquisition date. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date: Assets acquired Cash and cash equivalents $ 5,365 Accounts receivable, net 871 Inventory 26,079 Prepaid expenses and other current assets 2,572 Restricted cash and cash equivalents 1,500 Property, plant and equipment, net 16,802 Investment in affiliates 10,000 Prepayment - long term supply agreement 44,835 Other assets 30,926 Total assets acquired $ 138,950 Liabilities assumed Accounts payable $ 20,214 Accrued expenses and other current liabilities 8,554 Debt and finance lease liabilities, current 1,525 Long-term debt and finance lease liabilities, net of current portion 1,611 Operating lease liabilities 22,187 Warrant liability 11 Other long-term liabilities 7,711 Total liabilities assumed 61,813 Net assets acquired 77,137 Goodwill 1,450 Total consideration transferred $ 78,587 The preliminary estimated fair values of the assets acquired and liabilities assumed were determined using the income and cost approaches. In many cases, the determination of the fair values required estimates about discount rates, growth rates, future expected cash flows and other future events that require judgment and are subject to change. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement of the fair value hierarchy as defined in ASC 820, Fair Value Measurements. The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities, but the potential for additional measurement period adjustments exists based on the Company's continuing review of matters related to the Romeo Acquisition. The Company expects to complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. The consolidated statements of operations include $0.4 million of service and other revenues and $23.8 million of operating loss related to Romeo for the three months ended March 31, 2023. Supplemental pro forma information The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the three months ended March 31, 2022 as if the acquisition of Romeo had occurred on January 1, 2022. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have actually occurred had the Romeo Acquisition been completed on January 1, 2022. In addition, the unaudited pro forma financial information does not give effect to any potential cost savings, operating efficiencies or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of Romeo. For the three months ended March 31, 2022 Total revenues $ 4,896 Net loss (252,405) Net loss attributable to common stockholders (252,405) Net loss per share attributable to common stockholders: Basic $ (0.58) Diluted $ (0.58) The unaudited pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisition had occurred on January 1, 2022 to give effect to certain events the Company believes to be directly attributable to the acquisition. These pro forma adjustments primarily include: • elimination of intercompany revenues and cost of revenues; • an increase in the three months ended March 31, 2022 for acquisition-related costs directly attributable to the acquisition; • an adjustment to stock-based compensation expense to reflect the cost of the replacement awards as if they has been issued on January 1, 2022; |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Inventory Inventory consisted of the following at March 31, 2023 and December 31, 2022, respectively: As of March 31, 2023 December 31, 2022 Raw materials $ 38,928 $ 57,342 Work in process 27,816 15,948 Finished goods 52,155 47,802 Service parts 4,731 2,105 Total inventory $ 123,630 $ 123,197 Inventory cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Inventories are stated at the lower of cost or net realizable value. Inventories are written down for any excess or obsolescence and when net realizable value, which is based upon estimated selling prices, is in excess of carrying value. Once inventory is written-down, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration of or increase in that newly established cost basis. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at March 31, 2023 and December 31, 2022, respectively: As of March 31, 2023 December 31, 2022 Deposits $ 14,863 $ 3,534 Prepaid expenses 9,904 7,975 Headquarters sale agreement receivable 6,543 5,487 Insurance receivable acquired in Romeo Acquisition 6,000 6,000 Non-trade receivables 5,407 6,064 Prepaid insurance premiums 4,452 6,663 Deferred implementation costs 661 2,101 Total prepaid expenses and other current assets $ 47,830 $ 37,824 Deferred implementation costs Deferred implementation costs are amortized on a straight-line basis over the estimated useful life of the related software. The Company recorded an immaterial amount of amortization expense on the consolidated statements of operations for the three months ended March 31, 2023 and 2022 , respectively, related to deferred implementation costs. Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following at March 31, 2023 and December 31, 2022: As of March 31, 2023 December 31, 2022 Construction-in-progress $ 237,609 $ 220,244 Buildings 135,996 127,797 Equipment 45,839 38,659 Tooling 28,561 18,276 Land 24,762 24,762 Demo vehicles 15,215 15,215 Software 9,043 9,321 Finance lease assets 5,052 5,201 Leasehold improvements 3,931 3,880 Other 3,919 3,456 Furniture and fixtures 1,611 1,600 Property, plant and equipment, gross 511,538 468,411 Less: accumulated depreciation and amortization (36,142) (31,405) Total property, plant and equipment, net $ 475,396 $ 437,006 Construction-in-progress on the Company's consolidated balance sheets as of March 31, 2023 relates primarily to the expansion of the Company's manufacturing plant in Coolidge, Arizona, development of hydrogen infrastructure, and expansion of the Company's headquarters and R&D facility in Phoenix, Arizona. Depreciation expense for the three months ended March 31, 2023 and 2022 was $4.9 million and $3.0 million, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at March 31, 2023 and December 31, 2022: As of March 31, 2023 December 31, 2022 SEC settlement $ 88,500 $ 90,000 Accrued purchase of intangible asset 32,636 32,126 Inventory received not yet invoiced 16,048 29,117 Accrued payroll and payroll related expenses 11,285 17,389 Accrued outsourced engineering services 8,403 8,056 Other accrued expenses 6,364 4,776 Accrued legal expenses 5,448 2,041 Accrued purchases of property, plant and equipment 4,564 4,590 Operating lease liabilities, current 2,915 2,786 Accrued Equity Distribution Agreement fees 593 1,681 Supply agreement revision commitment — 10,000 Total accrued expenses and other current liabilities $ 176,756 $ 202,562 |
INVESTMENTS IN AFFILIATES
INVESTMENTS IN AFFILIATES | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN AFFILIATES | INVESTMENTS IN AFFILIATES Investments in unconsolidated affiliates accounted for under the equity method consisted of the following: As of Ownership March 31, 2023 December 31, 2022 Nikola Iveco Europe GmbH 50 % $ — $ 4,142 Wabash Valley Resources LLC 20 % 57,677 57,674 Nikola - TA HRS 1, LLC 50 % 1,000 1,000 Heritage Battery Recycling, LLC 30 % 10,000 10,000 $ 68,677 $ 72,816 Estimated liabilities - guarantees of obligation of unconsolidated affiliates consisted of the following: As of Ownership March 31, 2023 Nikola Iveco Europe GmbH 50 % $ 4,284 $ 4,284 Equity in net loss of affiliates on the consolidated statements of operations for the three months ended March 31, 2023 and 2022, were as follows: Three Months Ended March 31, 2023 2022 Equity in net loss of affiliates: Nikola Iveco Europe GmbH $ (8,411) $ (2,838) Wabash Valley Resources LLC 3 18 Total equity in net loss of affiliates $ (8,408) $ (2,820) Nikola Iveco Europe GmbH In April 2020, the Company and Iveco became 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 FCEV and BEV Class 8 trucks for the European market. In June 2022, the Company and Iveco executed amended agreements to expand the scope of the joint venture operations to include engineering and development of the FCEV and BEV European truck platforms. 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 the Company and Iveco. Nikola Iveco Europe GmbH is considered a variable interest entity ("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. During the first quarter of 2022, the Company made a contribution to Nikola Iveco Europe GmbH of €3.0 million (approximately $3.3 million). As of March 31, 2023, the Company recognized an estimated liability for guarantees of obligations of the unconsolidated affiliate on the consolidated balance sheets due to the equity in net loss of affiliate exceeding the Company's basis in the investment during the three months ended March 31, 2023. The Company's maximum exposure to loss was $5.4 million, which represents the difference between the estimated liability for guarantees of obligations of the unconsolidated affiliate recognized as of March 31, 2023, and guaranteed debt obligations of $9.7 million. Wabash Valley Resources LLC On June 22, 2021, the Company entered into a Membership Interest Purchase Agreement (the "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 Company's 30-day average closing stock price, or $14.86 per share, and the Company issued 1,682,367 shares of its common stock. The Company's interest in WVR is accounted for under the equity method and is included in investment in affiliates on the Company's consolidated balance sheets. 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. As of March 31, 2023, the Company's maximum exposure to loss was $57.9 million, which represents the book value of the Company's equity interest and a loan to WVR during the second quarter of 2022 for $0.3 million. Nikola - TA HRS 1, LLC In March 2022, the Company and Travel Centers of America, Inc. ("TA") entered into a series of agreements which established a joint venture, Nikola - TA HRS 1, LLC. The operations expected to be performed by the joint venture consist of the development, operation and maintenance of a hydrogen fueling station. Operations have not commenced as of March 31, 2023. The agreements provide for 50/50 ownership of the joint venture. Both parties are entitled to appoint an equal number of board members to the management committee of the joint venture. Pursuant to the terms of the agreements, the Company contributed $1.0 million to Nikola - TA HRS 1, LLC in 2022. Nikola - TA HRS 1, LLC 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. The Company does not guarantee debt for, or have other financial support obligations to the entity and its maximum exposure to loss in connection with its continuing involvement with the entity is limited to the carrying value of the investment. Heritage Battery Recycling, LLC As part of the Romeo Acquisition, the Company acquired a collaborative agreement with Heritage Battery Recycling, LLC (“HBR”), to focus on sustainability and reuse applications of Romeo's battery technologies. The fair value of the investment as of the acquisition date was $10.0 million. Pursuant to an agreement with HBR, dated October 2, 2020 (the “Heritage Agreement”), HBR has agreed to design, build and operate a system for redeploying, recycling or disposing of lithium-ion batteries (the “System”), and Romeo contributed $35.0 million to HBR to fund the building, operation, maintenance and repair of the System. The Company will receive 30% of the profit generated by the System during the term of the Heritage Agreement. As of March 31, 2023, operations of the System have not commenced. The Company does not guarantee debt for, or have other financial support obligations to the entity and its maximum exposure to loss in connection with its continuing involvement with the entity is limited to the carrying value of the investment. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Gross Carrying Accumulated Net Carrying Licenses: S-WAY Product and Platform license $ 50,000 $ 7,144 $ 42,856 FCPM license 47,181 — 47,181 Other intangibles 2,240 356 1,884 Total intangible assets $ 99,421 $ 7,500 $ 91,921 As of December 31, 2022 Gross Carrying Accumulated Net Carrying Licenses: S-WAY Product and Platform license $ 50,000 $ 5,357 $ 44,643 FCPM license 47,181 — 47,181 Other intangibles 1,432 162 1,270 Total intangible assets $ 98,613 $ 5,519 $ 93,094 Amortization expense related to intangible assets for the three months ended March 31, 2023 was $2.0 million. Amortization expense related to intangible assets for the three months ended March 31, 2022 was immaterial. In 2021, the Company acquired a license for fuel cell power modules ("FCPMs") for use in the production of FCEVs. The Company will amortize the license beginning at the start of production for FCEVs, expected in the second half of 2023. As of March 31, 2023, the Company has not started amortizing the license. |
DEBT AND FINANCE LEASE LIABILIT
DEBT AND FINANCE LEASE LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT AND FINANCE LEASE LIABILITIES | DEBT AND FINANCE LEASE LIABILITIES A summary of debt and finance lease liabilities as of March 31, 2023 and December 31, 2022, were as follows: As of March 31, 2023 December 31, 2022 Current: 5% Senior Convertible Notes $ 10,714 $ 50,000 Promissory notes 9,355 9,309 Finance lease liabilities 1,691 1,806 Insurance premium financing — 1,999 Debt and finance lease liabilities, current $ 21,760 $ 63,114 As of March 31, 2023 December 31, 2022 Non-current: Toggle Senior Unsecured Convertible Notes $ 206,519 $ 199,786 Financing obligation 51,434 50,359 Promissory notes 36,576 39,165 Finance lease liabilities 1,944 2,317 Long-term debt and finance lease liabilities, net of current portion $ 296,473 $ 291,627 The fair values of the following debt obligations are estimated using level 2 fair value inputs, including stock price and risk-free rates. The following table presents the carrying value and estimated fair values: As of March 31, 2023 Carrying Value Fair Value Toggle Senior Unsecured Convertible Notes $ 206,519 $ 198,046 Collateralized Note 42,387 41,770 Second Collateralized Note 3,544 3,498 Toggle Senior Unsecured Convertible Notes In June 2022, the Company completed a private placement of $200.0 million aggregate principal amount of unsecured 8.00% / 11.00% convertible senior PIK toggle notes, which will mature on May 31, 2026. The Toggle Senior Unsecured Convertible Notes were issued pursuant to an indenture, dated as of June 1, 2022 (the "Indenture"). The Toggle Senior Unsecured Convertible Notes bear interest at 8.00% per annum, to the extent paid in cash (“Cash Interest”), and 11.00% per annum, to the extent paid in kind through the issuance of additional Toggle Senior Unsecured Convertible Notes (“PIK Interest”). Interest is payable semi-annually in arrears on May 31 and November 30 of each year, beginning on November 30, 2022. The Company can elect to make any interest payment through Cash Interest, PIK Interest or any combination thereof. Based on the applicable conversion rate, the Toggle Senior Unsecured Convertible Notes plus any accrued and unpaid interest are convertible into cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. The initial conversion rate is 114.3602 shares per $1,000 principal amount of the Toggle Senior Unsecured Convertible Notes, subject to customary anti-dilution adjustments in certain circumstances, which represented an initial conversion price of approximately $8.74 per share. Prior to February 28, 2026, the Toggle Senior Unsecured Convertible Notes will be convertible at the option of the holders only upon the occurrence of specified events and during certain periods, and will be convertible on or after February 28, 2026, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the Toggle Senior Unsecured Convertible Notes. Holders of the Toggle Senior Unsecured Convertible Notes will have the right to convert all or a portion of their Toggle Senior Unsecured Convertible Notes prior to the close of business on the business day immediately preceding February 28, 2026 only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending on September 30, 2022 (and only during such fiscal quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Toggle Senior Unsecured Convertible Notes on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the Toggle Senior Unsecured Convertible Notes for each trading day of that ten consecutive trading day period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate of the Toggle Senior Unsecured Convertible Notes on each such trading day; (iii) if the Company calls such Convertible Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; or (iv) upon the occurrence of specified corporate events. The Company may not redeem the Toggle Senior Unsecured Convertible Notes prior to the third anniversary of the date of initial issuance of the Toggle Senior Unsecured Convertible Notes. The Company may redeem the Toggle Senior Unsecured Convertible Notes in whole or in part, at its option, on or after such date and prior to the 26th scheduled trading day immediately preceding the maturity date, for a cash purchase price equal to the aggregate principal amount of any Toggle Senior Unsecured Convertible Notes to be redeemed plus accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or following issuance by the Company of a notice of redemption, in each case as provided in the Indenture, in certain circumstances, the Company will increase the conversion rate for a holder who elects to convert its Toggle Senior Unsecured Convertible Notes in connection with such a corporate event or who elects to convert any Toggle Senior Unsecured Convertible Notes called for redemption during the related redemption period. Additionally, in the event of a fundamental change or a change in control transaction (each such term as defined in the Indenture), holders of the Toggle Senior Unsecured Convertible Notes will have the right to require the Company to repurchase all or a portion of their Toggle Senior Unsecured Convertible Notes at a price equal to 100% of the capitalized principal amount of Toggle Senior Unsecured Convertible Notes, in the case of a fundamental change, or 130% of the capitalized principal amount of Toggle Senior Unsecured Convertible Notes, in the case of change in control transactions, in each case plus any accrued and unpaid interest to, but excluding, the repurchase date. The Indenture includes restrictive covenants that, subject to specified exceptions, limit the ability of the Company and its subsidiaries to incur secured debt in excess of $500.0 million, incur other subsidiary guarantees, and sell equity interests of any subsidiary that guarantees the Toggle Senior Unsecured Convertible Notes. In addition, the Indenture includes customary terms and covenants, including certain events of default after which the holders may accelerate the maturity of the Toggle Senior Unsecured Convertible Notes and become due and payable immediately. In conjunction with the issuance of the Toggle Senior Unsecured Convertible Notes, the Company executed the Put Premium which was determined to be an embedded derivative that met the criteria for bifurcation from the host. The total proceeds received were first allocated to the fair value of the bifurcated derivative asset, and the remaining proceeds allocated to the host resulting in an adjustment to the initial purchasers' debt discount. The net proceeds from the sale of the Toggle Senior Unsecured Convertible Notes were $183.2 million, net of initial purchasers' discounts and debt issuance costs. Unamortized debt discount and issuance costs are reported as a direct deduction from the face amount of the Toggle Senior Unsecured Convertible Notes. The net carrying amounts of the debt component of the Toggle Senior Unsecured Convertible Notes were as follows: As of March 31, 2023 December 31, 2022 Principal amount $ 210,939 $ 210,939 Accrued PIK interest 7,799 1,998 Unamortized discount (5,987) (6,443) Unamortized issuance costs (6,232) (6,708) Net carrying amount $ 206,519 $ 199,786 As of March 31, 2023, the effective interest rate on the Toggle Senior Unsecured Convertible Notes was 12.99%. A mortization of the debt discount and issuance costs is reported as a component of interest expense and is computed using the straight-line method over the term of the Toggle Senior Unsecured Convertible Notes, which approximates the effective interest method. The following table presents the Company's interest expense related to the Toggle Senior Unsecured Convertible Notes: Three Months Ended March 31, 2023 Contractual interest expense $ 5,801 Amortization of debt discount and issuance costs 932 Total interest expense $ 6,733 5% Senior Convertible Notes On December 30, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with the investors named therein for the sale of up to $125.0 million in initial principal amount of unsecured senior convertible notes (the “ 5% Senior Convertible Notes ”), in a registered direct offering. The 5% Senior Convertible Notes are convertible into shares of the Company’s common stock, subject to certain conditions and limitations. The Company consummated an initial closing for the sale of $50.0 million in aggregate principal amount of 5% Senior Convertible Notes on December 30, 2022 (the "Series A Notes"). On March 16, 2023, the Company entered into an amended securities purchase agreement (the "Amended Purchase Agreement"), and on March 17, 2023, the Company consummated an additional closing for the sale of $25.0 million in aggregate principal amount of 5% Senior Convertible Notes (the "Series B-1 Notes"). The purchase price for the 5% Senior Convertible Notes is $1,000 per $1,000 principal amount. Subject to certain conditions being met or waived, at the option of the Company, one or more ad ditional closings for up to the remaining principal amount of 5% Senior Convertible Notes may occur. The aggregate principal amount of 5% Senior Convertible Notes that may be offered in the additional closings may not be more than $50.0 million and the Company’s option to sell additional 5% Senior Convertible Notes will be exercisable until the first anniversary of the date of the Purchase Agreement (or such earlier date as the Company shall determine, in its sole discretion, by written notice to the investors). Each 5% Senior Convertible Note will accrue interest at a rate of 5% per annum, payable in arrears on the first calendar day of each calendar quarter, beginning April 1, 2023 for the Series A Notes, and beginning June 1, 2023 for the Series B-1 Notes. Interest will be payable in cash or shares of the Company's common stock or in a combination of cash and shares of common stock, at the Company’s option. The interest rate will increase to an annual rate of 12.5% per annum upon the occurrence and during the continuance of an event of default under the term of the 5% Senior Convertible Notes. Each 5% Senior Convertible Note issued pursuant to the Purchase Agreement and Amended Purchase Agreement will have a maturity date of one year from issuance, which may be extended at the option of the noteholders in certain instances. Upon any conversion, redemption or other repayment of a 5% Senior Convertible Note, a “make-whole” amount equal to the amount of additional interest that would accrue under such 5% Senior Convertible Note at the interest rate then in effect assuming that the outstanding principal of such 5% Senior Convertible Notes remained outstanding through and including the maturity date of such 5% Senior Convertible Note. At any time on or after January 9, 2023, all or any portion of the principal amount of each 5% Senior Convertible Note, plus accrued and unpaid interest, any make-whole amount and any late charges thereon (the “Conversion Amount”), is convertible at any time, in whole or in part, at the noteholder’s option, into shares of the Company's common stock at a conversion price per share (the “Conversion Price”) equal to the lower of (i) the applicable “reference price”, subject to certain adjustments, (the “Reference Price”), (ii) the greater of (x) the applicable “floor price” (the “Floor Price”) and (y) the volume weighted average price (“VWAP”) of the Common Stock as of the conversion date, and (iii) the greater of (x) the Floor Price, and as elected by the converting noteholder, (y) either (X) depending on the delivery time of the applicable conversion notice, (1) the VWAP as of the applicable conversion date or (2) the VWAP immediately prior to the applicable conversion date and (Y) 95% of the average VWAP for the three trading days commencing on, and including, the applicable conversion date, subject to adjustment in accordance with the terms of the Notes. The Reference Price and Floor Price applicable to each issuance of 5% Senior Convertible Notes is summarized below: Series A Notes Series B-1 Notes Reference Price $ 5.975 $ 4.050 Floor Price $ 0.478 $ 0.478 At any time during an Event of Default Redemption Right Period (as defined below), a noteholder may alternatively elect to convert all or any portion of the 5% Senior Convertible Notes at an alternate conversion rate (the “Alternate Conversion Rate”) equal to the quotient of (i) 115% of the Conversion Amount divided by (ii) the Conversion Price. Upon a change of control, a noteholder may, subject to certain exceptions, require the Company to redeem all, or any portion, of the 5% Senior Convertible Notes in cash at a price equal to 115% of the greatest of: (i) the Conversion Amount, (ii) the product of (x) the Conversion Amount and (y) the quotient of (I) the greatest closing sale price of the common stock during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of a change of control and (2) the public announcement of such change of control, and ending on the date the noteholder notifies the Company of its exercise of its right to redeem pursuant to the change of control divided by (II) the Conversion Price, and (iii) the product of (x) the Conversion Amount and (y) the quotient of (I) the aggregate consideration per share of common stock to be paid to the holders of the Common Stock upon consummation of such change of control divided by (II) the Conversion Price. At any time an “Equity Conditions Failure” (as defined in the 5% Senior Convertible Notes) exists at the time of consummation of certain “Subsequent Placements” (as defined in the Purchase Agreement), the noteholders have the right, subject to certain exceptions, to require that the Company redeem all, or any portion, of the Conversion Amount of the Notes not in excess of the gross proceeds of such Subsequent Placement at a redemption price of 100% of the Conversion Amount to be redeemed. If the noteholder is participating in such Subsequent Placement, the noteholder may require the Company to apply all, or any part, of any amounts that would otherwise be payable to the noteholder in such redemption, on a dollar-for-dollar basis, against the purchase price of the securities to be purchased by the noteholder in such Subsequent Placement. A noteholder will not have the right to convert any portion of the 5% Senior Convertible Notes, to the extent that, after giving effect to such conversion, the noteholder (together with certain of its affiliates and other related parties) would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such conversion (the “Maximum Percentage”). The noteholder may from time to time increase the Maximum Percentage to 9.99%, provided that any such increase will not be effective until the 61st day after delivery of a notice to the Company of such increase. The 5% Senior Convertible Notes provide for certain Events of Default, including certain types of bankruptcy or insolvency events of default involving the Company after which the 5% Senior Convertible Notes become automatically due and payable. At any time after the earlier of (x) a noteholder’s receipt of a required notice of an event of default, and (y) the noteholder becoming aware of an event of default, and ending on the twentieth trading day after the later of (I) the date such event of default is cured, and (II) the investor’s receipt of an event of default notice from the Company (such period, the “Event of Default Redemption Rights Period”), the noteholder may require the Company to redeem, subject to certain exceptions, all or any portion of its Notes at a price equal to 115% of the greater of (i) the Conversion Amount and (ii) the product of the Alternate Conversion Rate and the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such Event of Default and ending on the trading day immediately prior to the date the Company makes the entire redemption payment. The Company will be subject to certain customary affirmative and negative covenants regarding the rank of the 5% Senior Convertible Notes, the incurrence of certain indebtedness, the repayment of certain indebtedness, transactions with affiliates, and restrictions on certain issuance of securities, among other customary matters. During the three months ended March 31, 2023, the Company issued 21,785,618 shares of common stock for conversions of $50.0 million principal balance of the Series A Notes and $2.5 million of make-whole interest, at an average conversion price of $2.41 per share. Additionally, during the three months ended March 31, 2023, the Company issued 10,572,688 shares of common stock for conversions of $14.3 million principal balance of the Series B-1 Notes and $0.7 million of make-whole interest, at an average conversion price of $1.42 per share. The Company recognized $3.2 million of non-cash interest on the consolidated statements of operations for the three months ended March 31, 2023. The Company elected to account for the 5% Senior Convertible Notes pursuant to the fair value option under ASC 825. ASC 825-10-15-4 provides for the “fair value option” (“FVO”) election, to the extent not otherwise prohibited by ASC 825-10-15-5, to be afforded to financial instruments, wherein the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The Company believes that the fair value option better reflects the underlying economics of the 5% Senior Convertible Notes. As of March 31, 2023 and December 31, 2022, the Company recognized $10.7 million and $50.0 million, respectively, on the consolidated balance sheets for the fair value of 5% Senior Convertible Notes outstanding. Due to the recency of the Series B-1 Notes issuance, the Company did not recognize any fair value remeasurement adjustments on the consolidated statements of operations for the three months ended March 31, 2023. Financing Obligation On May 10, 2022 (the "Sale Date"), the Company entered into a sale agreement (the "Sale Agreement"), pursuant to which the Company sold the land and property related to the Company's headquarters in Phoenix, Arizona for a purchase price of $52.5 million. As of the Sale Date, $13.1 million was withheld from the proceeds received related to portions of the headquarters undergoing construction. The Company receives the remaining proceeds throughout the completion of construction pursuant to the terms of the Sale Agreement. Concurrent with the sale, the Company entered into a lease agreement (the "Lease Agreement"), whereby the Company leased back the land and property related to the headquarters for an initial term of 20 years with four extension options for 7 years each. As of the Sale Date, the Company considered one extension option reasonably certain of being exercised. The buyer is not considered to have obtained control of the headquarters because the lease is classified as a finance lease. Accordingly, the sale of the headquarters is not recognized and the property and land continue to be recognized on the Company's consolidated balance sheets. As of the Sale Date, the Company recorded $38.3 million as a financing obligation on the Company's consolidated balance sheets representing proceeds received net of debt issuance costs of $1.1 million. Rent payments under the terms of the Lease Agreement will be allocated between interest expense and principal repayments using the effective interest method. Additionally, debt issuance costs will be amortized to interest expense over the lease term. After the Sale Date and through March 31, 2023, the Company recognized an additional $13.1 million for financing obligations on the Company's consolidated balance sheets for construction completed after the Sale Date. As of March 31, 2023, the Company has recognized a HQ Sale Agreement receivable of $6.5 million for funds not yet received for construction completed in prepaid expenses and other current assets. Additionally, for the three months ended March 31, 2023, the Company recognized $0.9 million of interest expense related to interest on the financing obligation and amortization of debt issuance costs. Collateralized Promissory Notes On June 7, 2022, the Company executed a promissory note and a master security agreement (the "Master Security Agreement") for $50.0 million at a stated interest rate of 4.26% (the "Collateralized Note"). The Collateralized Note is fully collateralized by certain personal property assets as fully described in the Master Security Agreement. Additionally, in connection with the Collateralized Note, the Company executed a pledge agreement pursuant to which the Company pledged $50.0 million in cash as additional collateral in order to obtain a more favorable interest rate. The amount pledged is recorded in restricted cash on the consolidated balance sheets as of March 31, 2023. The Collateralized Note carries a 60 month term and is payable in 60 equal consecutive monthly installments due in arrears. For the three months ended March 31, 2023, the Company recognized $0.5 million of interest expense on the Collateralized Note. On August 4, 2022, the Company executed a promissory note and a security agreement for $4.0 million at an implied interest rate of 7.00% (the "Second Collateralized Note"). The Second Collateralized Note is fully collateralized by certain personal property assets as fully described in the security agreement. The Second Collateralized Note carries a 60 month term and is payable in 60 equal monthly installments due in arrears. For the three months ended March 31, 2023, interest expense related to the Second Collateralized Note was immaterial. Insurance Premium Financing The Company executed an insurance premium financing agreement pursuant to which the Company financed certain annual insurance premiums for $6.6 million, primarily consisting of premiums for directors' and officers' insurance. The insurance premium payable incurred interest at 2.95%, and matured on March 27, 2023. For the three months ended March 31, 2023, interest expense on the insurance premium financing was immaterial. Letters of Credit During the third quarter of 2022, the Company executed a $0.6 million letter of credit to secure a customs bond through August 31, 2023. As of March 31, 2023, no amounts have been drawn on the letter of credit. During the second quarter of 2022, and in conjunction with the execution of the Lease Agreement, the Company executed an irrevocable standby letter of credit for $12.5 million to collateralize the Company's lease obligation. The letter of credit is subject to annual increases commensurate with base rent increases pursuant to the Lease Agreement. The letter of credit will expire upon the expiration of the Lease Agreement, but may be subject to reduction or early termination upon the satisfaction of certain conditions as described in the Lease Agreement. During the fourth quarter of 2021, the Company executed an irrevocable standby letter of credit for $25.0 million through December 31, 2024 in connection with the execution of a product supply agreement with a vendor. As of March 31, 2023, no amounts have been drawn on the letter of credit. |
CAPITAL STRUCTURE
CAPITAL STRUCTURE | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
CAPITAL STRUCTURE | CAPITAL STRUCTURE Shares Authorized As of March 31, 2023, the Company had authorized a total of 950,000,000 shares consisting of 800,000,000 shares designated as common stock and 150,000,000 shares designated as preferred stock. Warrants As of March 31, 2023 and December 31, 2022, the Company had 1,137,850 private warrants outstanding. The Company assumed the private warrants previously issued by VectoIQ and Romeo through the Business Combination and Romeo Acquisition, respectively, and each private warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 or $96.96 per share, respectively, subject to adjustment. Additionally, the Company assumed 250,416 warrants in the Romeo Acquisition which were previously issued by Romeo with convertible notes or in exchange for historical services provided ("Romeo Legacy Warrants"). 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 stock dividend, or recapitalization, reorganization, merger or consolidation. However, the private warrants will not be adjusted for issuance of common stock at a price below their exercise price. During the three months ended March 31, 2023 and 2022, the Company recorded a $0.3 million gain and a $0.4 million loss, respectively, for revaluation of warrant liability on the consolidated statement of operations. As of March 31, 2023 and December 31, 2022, the Company had $0.1 million and $0.4 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 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. 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. Concurrent 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 the three months ended March 31, 2023, the Company sold 3,420,990 shares of common stock, for proceeds of $8.4 million, and terminated the First Tumim Purchase Agreement. During the three months ended March 31, 2022, the Company sold 3,643,644 shares of common stock under the terms of the First Tumim Purchase Agreement for proceeds of $27.4 million . Second Purchase Agreement with Tumim 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 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. Concurrent 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. During the three months ended March 31, 2023, the Company sold 25,501,486 shares of common stock, for proceeds of $56.3 million, to Tumim under the terms of the Second Tumim Purchase Agreement. As of March 31, 2023, the Second Tumim Purchase Agreement had 3,289,301 registered shares available for issuance and a remaining commitment of $243.7 million. Equity Distribution Agreement In August 2022, the Company entered into an equity distribution agreement (the "Equity Distribution Agreement") with Citi as sales agent, pursuant to which the Company can issue and sell shares of its common stock with an aggregate maximum offering price of $400.0 million under the Equity Distribution Agreement. The Company pays Citi a fixed commission rate of 2.5% of gross offering proceeds of shares sold under the Equity Distribution Agreement. During the three months ended March 31, 2023, the Company sold 17,020,258 shares of common stock under the Equity Distribution Agreement at an average price per share of $1.90 for gross proceeds of $32.4 million an d net proceeds of approximately $31.6 million, after $0.8 million in commissions to the sales agent. Commissions incurred in connection with the Equity Distribution Agreement are reflected as a reduction of additional paid-in capital on the Company's consolidated balance sheets. As of March 31, 2023 and December 31, 2022, $0.6 million and $1.7 million, respectively, in commissions were recognized in accrued expenses and other current liabilities on the Company's consolidated balance sheets. |
STOCK BASED COMPENSATION EXPENS
STOCK BASED COMPENSATION EXPENSE | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION EXPENSE | STOCK BASED COMPENSATION EXPENSE 2017 and 2020 Stock Plans The 2017 Stock Option Plan (the “2017 Plan”) provides for the grant of incentive and nonqualified options to purchase common stock to officers, employees, directors, and consultants. Options were granted at a price not less than the fair market value on the date of grant and generally became exercisable between one 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 provides for the grant of incentive and nonqualified stock options, 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. Stock Options The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted. 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 Average Outstanding at December 31, 2022 22,470,585 $ 1.31 5.33 Granted — — Exercised 156,366 1.06 Cancelled 12,284 3.59 Outstanding at March 31, 2023 22,301,935 $ 1.31 5.08 Vested and exercisable as of March 31, 2023 22,301,935 $ 1.31 5.08 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 in increments over a three-year period or, in the case of executive officers, cliff-vest following the third anniversary from the date of grant. The RSUs to directors have a vesting cliff of one year after the grant date. Changes in RSUs are as follows: Number of RSUs Balance at December 31, 2022 19,574,800 Granted 8,457,950 Released 2,789,660 Cancelled 668,401 Balance at March 31, 2023 24,574,689 Market Based RSUs The Company's market based RSUs contain a stock price index as a benchmark for vesting. Through the second quarter of 2022, these awards were issued with three milestones that vest depending upon a consecutive 20-trading day stock price target of the Company’s common stock. The Company's stock price targets ranged from $25 per share to $55 per share. During the third quarter of 2022, the market based RSUs subject to the $40 and $55 stock price milestones were cancelled and the performance period for the market based RSUs subject to the $25 stock price milestone was extended from June 3, 2023 to June 3, 2024. The vested shares related to the modified awards will be transferred to the award holders upon the completion of the requisite service period ending June 3, 2024, and upon achievement certification by the Company's board of directors. If the $25 target price is not achieved by the end of requisite service period, the market based RSUs are forfeited. Changes in market based RSUs are as follows: Number of Market Based RSUs Balance at December 31, 2022 2,071,058 Granted — Released — Cancelled — Balance at March 31, 2023 2,071,058 Stock Compensation Expense The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Cost of revenues $ 731 $ — Research and development 9,086 8,707 Selling, general, and administrative 14,731 44,821 Total stock-based compensation expense $ 24,548 $ 53,528 As of March 31, 2023, total unrecognized compensation expense was as follows: Unrecognized Compensation Expense Market based RSUs $ 10,927 RSUs 111,456 Total unrecognized compensation expense at March 31, 2023 $ 122,383 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES To calculate the interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes. Beginning in 2022, the Tax Cuts and Jobs Act ("TCJA") requires taxpayers to capitalize certain research and development costs and amortize them over five or fifteen years pursuant to Internal Revenue Code Section 174. Previously, such costs could be deducted in the period they were incurred. This provision is not anticipated to impact our effective tax rate or result in any cash payments for our federal income taxes. Income tax expense was immaterial for the three months ended March 31, 2023 and 2022 due to cumulative tax losses. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023. 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 short-seller article (the “Internal Review”), and Kirkland & Ellis LLP promptly contacted the Division of Enforcement of the SEC to make it aware of the commencement of the Internal Review. The Company subsequently learned that the Staff of the Division of Enforcement and the United States Attorney’s Office for the Southern District of New York (the “SDNY”) had opened investigations. 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 among other things, agreed to pay a $125 million civil penalty. The first $25 million installment was paid at the end of 2021 and the remaining installments were 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. In July 2022, the Company and SEC agreed to an alternative payment plan with the first two payments of $5 million to be paid in July 2022 and December 2022. The July 2022 and December 2022 payments have been made by the Company. In February 2023, the Company and the SEC agreed to another alternative payment plan, with the next two payments of $1.5 million each to be paid in March 2023 and June 2023. The March 2023 payment has been made by the Company. The remainder of the payment plan is subject to determination. As of March 31, 2023, the Company has reflected the remaining liability of $88.5 million in accrued expenses and other current liabilities on the consolidated balance sheets. On July 29, 2021, the U.S. Attorney for the SDNY announced the unsealing of a criminal indictment charging the Company’s former executive chairman, Trevor Milton, with securities fraud and wire fraud. That same day, the SEC announced charges against Mr. Milton for alleged violations of federal securities laws. On October 14, 2022, a Federal District Court jury for the Southern District of New York found Mr. Milton guilty on one count of securities fraud and two counts of wire fraud. During the three months ended March 31, 2023 and 2022, the Company expensed $0.2 million and $10.6 million, respectively for Mr. Milton's attorneys' fees under his indemnification agreement with the Company. As of March 31, 2023 and December 31, 2022, accrued expenses for legal and other professional costs for Mr. Milton's attorneys' fees under his indemnification agreement were immaterial. The Company cannot predict whether any other governmental authorities will initiate separate investigations or litigation. The outcome of 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. While 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, are not possible to accurately predict. 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 is currently seeking 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 The Company and certain of its current and former officers and directors are defendants in a consolidated securities class action lawsuit pending in the United States District Court of the District of Arizona (the "Shareholder Securities Litigation"). On December 15, 2020, the United States District Court for the District of Arizona consolidated the actions under lead case Borteanu v. N ikola 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. On January 24, 2022, Lead Plaintiffs filed the Consolidated Amended Class Action Complaint which asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, based on allegedly false and/or misleading statements and omissions in press releases, public filings, and in social media regarding the Company's business plan and prospects. In accordance with the Court’s scheduling order, Defendants filed their motions to dismiss on April 8, 2022. On May 9, 2022, Plaintiffs filed their opposition to Defendants' motions to dismiss, and on June 8, 2022, Defendants filed their reply briefs. On February 2, 2023, the court issued a ruling granting the Defendants' motions to dismiss, without prejudice. As a result, Plaintiffs' complaint was dismissed in its entirety, with leave to amend by April 3, 2023. On April 3, 2023, Plaintiff's filed the Second Consolidated Amended Class Action Complaint. Defendants intend to file a motion to dismiss the Second Consolidated Amended Class Action Complaint, which is due by May 15, 2023. 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. 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. In its order consolidating the actions, the Court applied the Byun stay to the consolidated action. On January 31, 2023, plaintiffs filed an amended complaint. 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. The Huhn action remains stayed. 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 Court granted this proposed order on February 1, 2022 and consolidated the Related Actions as In re Nikola Corporation Derivative Litigation , C.A. No. 2022-0023-KJSM (the "Consolidated Related Actions"). On February 15, 2022, Rhodes and the BeHage Rowe Plaintiffs filed a Verified Consolidated Amended Stockholder Derivative Complaint in the Related Actions (the “Amended Complaint”). On April 4, 2022, the parties filed a stipulation and proposed order, pursuant to which the parties to the Related Actions agreed that Defendants need not answer, move, or otherwise respond to certain counts of the Amended Complaint. In accordance with the Court-ordered stipulation, Defendants filed their motions to stay the remaining counts of the Amended Complaint on April 13, 2022. Plaintiffs filed their oppositions on May 4, 2022, and Defendants filed their replies on May 25, 2022. In a bench ruling following a telephonic oral argument on June 1, 2022, the Court granted Defendants' motions to stay the remaining counts of the Amended Complaint. The Court ordered the Defendants to submit a status report on October 31, 2022, or within three days of receipt of a decision on the motions to dismiss in the Shareholder Securities Litigation, whichever comes first, in which Defendants can request a continued stay of the Related Actions. The stay was subsequently extended until January 10, 2023, by court order and, on January 12, 2023, the parties entered into a stipulation staying in the actions until the earlier of February 14, 2023 or a resolution of the motions to dismiss in the Shareholder Securities Litigation. The stay was automatically lifted on February 2, 2023, when the Shareholder Securities Litigation was dismissed. Plaintiffs filed an amended complaint on February 14, 2023. On March 10, 2022, Michelle Brown and Crisanto Gomes (together, the “Brown & Gomes Plaintiffs”), purported stockholders of the Company, filed a Verified Shareholder Derivative Complaint in Delaware Chancery Court captioned Brown v. Milton, et al. and Nikola Corp. , C.A. No. 2022-0223-KSJM (the “Brown & Gomes Action”). The Brown & Gomes Action is against certain of the Company’s current and former directors and alleges claims against those defendants for purported breaches of fiduciary duty and unjust enrichment. On March 14, 2022, the Brown & Gomes Plaintiffs notified the court in the Related Actions of their belief that the Brown & Gomes Action properly belongs as part of the Consolidated Related Actions. On January 12, 2023, the parties entered into a stipulation consolidating the Brown & Gomes Action in the Consolidated Related Actions. On May 3, 2023, each of the current and former director defendants moved to partially dismiss the amended complaint. Briefing is scheduled to conclude by August 18, 2023. 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. Upon completion of the independent internal investigation by the demand review committee, it was recommended that the board take no action in response to the demand letter at this time. The independent counsel for the demand review committee provided an update to counsel for the stockholder who sent the demand letter. 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. Additionally, on December 23, 2022, the Company received another 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 lawsuits. The demand letter requests that the board’s demand review committee (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 February 2023, the board of directors reengaged the 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 from time to time 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. On February 20, 2022, the parties filed a stipulation and proposed order of dismissal without prejudice, which the court granted on February 21, 2022. Romeo matters: Lion Electric matter On March 2, 2023, Lion Electric filed a complaint against Nikola and Romeo Power, Inc. ("Romeo") in Arizona federal district court alleging that Nikola tortiously interfered with the Romeo / Lion Electric business relationship and Lion’s business expectancy from the commercial relationship. Nikola and Romeo deny the allegations and intend to vigorously defend the matter. Based upon information presently known to management, the Company is not currently able to estimate the outcome of this proceeding or a possible range of loss, if any. Lightning eMotors matter On March 9, 2023, Lighting eMotors filed a complaint against Nikola and Romeo alleging breach of contract for Romeo’s failure to deliver batteries pursuant to purchase orders. The complaint also alleges that Nikola tortiously interfered with the Romeo / Lightning business relationship and Lightning’s business expectancy from the Romeo relationship. Nikola and Romeo deny the allegations and intend to vigorously defend the matter. Based upon information presently known to management, the Company is not currently able to estimate the outcome of this proceeding or a possible range of loss, if any. All State Fastener matter On February 28, 2023, All State Fastener (ASF) filed a complaint in the eastern district of Michigan alleging breaches of contract against Nikola. The basis of the allegations relates to a dispute for the supply of fasteners used in Nikola’s vehicles. ASF alleges that Nikola has breached the purchase order agreement. Nikola denies the allegations and intends to vigorously defend the matter. Based upon information presently known to management, the Company is not currently able to estimate the outcome of this proceeding or a possible range of loss, if any. Chelico Litigation A police officer was injured in connection with an automobile accident resulting from an allegedly intoxicated Legacy Romeo employee driving following his departure from a 2017 company holiday party that occurred after hours and not on Romeo's premises. Romeo terminated the employee’s employment shortly after the incident occurred. This matter resulted in a personal injury lawsuit (Chelico et al. v. Romeo Systems, Inc., et al., Case # 18STCV04589, Los Angeles County), for which Romeo is the named defendant. In July 2020, Romeo settled this matter in principle and agreed to pay a settlement of $6.0 million. Correspondence that is believed to constitute a legally enforceable agreement was exchanged on July 22, 2020. Romeo's business and umbrella insurance carriers agreed to cover the cost of damages owed. As a result, Romeo accrued $6.0 million as a legal settlement payable with a corresponding insurance receivable for $6.0 million. Because the plaintiff had not proceeded to finalize the settlement transaction due to a dispute with the City of Los Angeles related to the allocation of the global settlement payment between the plaintiff and the LAPD (unrelated to Romeo), Romeo filed a claim for breach of contract against the plaintiff in Romeo Systems et al. v. Chelico, Case # 21STCV20701. The cases have been related and are pending in front of Hon. Mark Epstein. The trial of the settlement-related issues began on October 24, 2022, and closing arguments were held on November 18, 2022. Judge Epstein entered judgment in favor of plaintiff Romeo Systems, Inc. on January 17, 2023. This matter reached final settlement within policy limits in March 2023 and the Chelico case was dismissed in its entirety on April 10, 2023. Wage and Hour Litigation On October 29, 2020, John Alonzo, a former employee of Romeo filed a putative wage and hour class action complaint in the Los Angeles Superior Court on behalf of all current and former non-exempt employees in California from October 2016 to present. Alonzo alleges that Romeo did not pay for all time worked, did not provide compliant meal and rest periods, did not reimburse necessary business expenses, and other derivative claims. The parties mediated on October 7, 2021, and reached a settlement shortly thereafter. The parties are finalizing a long-form settlement agreement, which will be submitted to the Court for its approval. The proposed settlement amount is not material to the Company's consolidated financial statements. On August 5, 2022, Charles Walker filed a wage and hour class action complaint against Romeo in the Los Angeles Superior Court. Walker claims to be a former employee of Romeo and seeks to represent a class of all non-exempt Romeo employees in California. However, Walker was at all times an employee of Randstad, a contract labor firm, and has never been an employee of Romeo. In addition, any historical claims related to non-exempt employees of Romeo should be covered by the wage and hour settlement in Alonzo v. Romeo Power. This has been communicated to plaintiff’s counsel who is waiting on publication of Alonzo settlement before determining how to proceed. The action is stayed until May 31, 2023. Based upon information presently known to management, the Company is not currently able to estimate the outcome of this proceeding or a possible range of loss, if any. Cannon Complaint On February 26, 2021, plaintiff Lady Benjamin PD Cannon f/k/a Ben Cannon filed a complaint (the “Cannon Complaint”) against Romeo and Michael Patterson (“Patterson”) in the Court of Chancery for the State of Delaware. The Cannon Complaint includes claims for declaratory relief (against Romeo and Patterson), non-compliance with Article 9 of the Delaware UCC (against Patterson), conversion (against Romeo and Patterson), and breach of contract (against Romeo). Generally, plaintiff alleges that the transfer to Patterson of a warrant for 1,000,000 shares of Romeo’s Common Stock, which plaintiff pledged as security for a loan, is invalid, that Patterson improperly accepted that warrant in satisfaction of the loan, and that she, not Patterson, holds the right to exercise that warrant and to purchase the equivalent of 1% of Romeo’s Common Stock. The relief sought by plaintiff includes declaratory relief, return of the warrant, specific performance on the warrant, money damages, cost of suit, and attorneys’ fees. On May 4, 2021, Romeo filed a motion to dismiss all claims against it under Delaware Chancery Rule 12(b)(6); on May 17, 2021, plaintiff filed a motion for partial summary judgment; and on June 16, 2021, Romeo and Patterson filed a joint Rule 56(f) motion for discovery. On September 24, 2021, the Court granted Romeo’s motion to dismiss plaintiff’s claim for conversion against Romeo, but otherwise denied Romeo’s motion. The Court also deferred a ruling on plaintiffs’ motion for partial summary judgment and Romeo and Patterson’s Rule 56(f) motion for discovery. On October 8, 2021, the Court granted the parties’ stipulation pursuant to which plaintiff withdrew her motion for partial summary judgment without prejudice, the parties agreed that plaintiff would file a first amended complaint, and the parties agreed to a schedule for Romeo and Patterson to file Answers to that first amended complaint and a date by when the parties would complete certain discovery. Plaintiff filed her first amended complaint on October 18, 2021, removing her claim for conversion against Romeo and adding a claim against Romeo for alleged violation of 6 Del. C. § 8-404(a) on account of the same allegedly improper transfer of a warrant from plaintiff to Patterson. Romeo and Patterson filed Answers to that amended complaint on October 28, 2021 denying plaintiff’s claims. After attempts to reach a negotiated resolution were unsuccessful, on March 10, 2022, Romeo filed a First Amended Answer and Counterclaim, in which Romeo asserted claims against plaintiff for fraud in the inducement, fraudulent concealment, and declaratory relief. On April 21, 2022, Romeo filed a First Amended Answer and Affirmative Defenses and Amended Counterclaim against Plaintiff, alleging further facts and circumstances in support of Romeo’s counterclaims. Plaintiff moved to dismiss Romeo’s counterclaims on May 12, 2022. That motion was heard on December 12, 2022, and on December 13, 2022, the Court granted Plaintiff’s motion with respect to Romeo’s fraud-based counterclaims on statute of limitations grounds. The Court denied the remainder of Plaintiff’s motion. The parties have largely concluded the fact discovery phase of the litigation, including witness depositions. On December 13, 2022, the Court requested letter briefing regarding potential motions for summary judgment, which the Parties submitted by February 6, 2023. On March 30, 2023. the Court denied all requests for leave to file motions for summary judgment. No trial date has been set. The Company intends to defend itself vigorously against plaintiff’s claims. The outcome of any complex legal proceeding is inherently unpredictable and subject to significant uncertainties. Given the stage of the litigation and based upon information presently known to management, the Company is not currently able to estimate the outcome of this proceeding or a possible range of loss, if any. Nichols and Toner Complaints On April 16, 2021, plaintiff Travis Nichols filed a class action complaint against Romeo Power, Inc. (f/k/a RMG Acquisition Corp.), Lionel E. Selwood, Jr. and Lauren Webb (the “Officer Defendants”), and Robert S. Mancini, Philip Kassin, D. James Carpenter, Steven P. Buffone, W. Grant Gregory, W. Thaddeus Miller, and Craig Broderick (the “RMG Director Defendants”) in the United States District Court for the Southern District of New York (the “Court”), captioned Nichols v. Romeo Power Inc., No. 21-cv-3362-LGS (S.D.N.Y. 2021). On May 6, 2021, plaintiff Victor J. Toner filed a second class action complaint against the same defendants in the Southern District of New York, captioned Toner v. Romeo Power, Inc., No. 21-cv-4058 (S.D.N.Y.). The complaints generally allege violations of Section 10(b) of the Securities and Exchange Act of 1934 (the “Exchange Act”) and SEC Rule 10b-5 promulgated thereunder. On July 15, 2021, the Court entered an order consolidating the Nichols and Toner actions under the caption In re Romeo Power Inc. Securities Litigation, No. 21-cv-3362-LGS (S.D.N.Y.), and appointing Mike Castleberg as lead plaintiff and Glancy Prongay & Murray LLP as lead counsel. On September 15, 2021, plaintiffs filed an Amended Class Action Complaint for Violations of the Federal Securities Laws (the “Amended Complaint”) against the same Defendants alleging violations of Sections 10(b), 14(a), and 20(a) of the Exchange Act and SEC Rules 10b-5 and 14a promulgated thereunder. The Amended Complaint alleges that Defendants made false and misleading statements regarding the status of Romeo’s battery cell supply chain and Romeo’s ability to meet customer demand, fulfill its revenue backlog, and achieve its revenue forecast for 2021. Defendants filed a Motion to Dismiss the Amended Complaint on November 5, 2021. On June 2, 2022, the Court entered an order granting in part and denying in part the Motion. The Court dismissed all claims against the RMG Director Defendants, finding that they were (if anything) derivative claims and not adequately pled. But the Court denied the motion as to claims against Romeo, Selwood, and Webb and allowed the case to proceed with respect to at least one statement – whether Romeo had two or four suppliers at the time of the deSPAC. The Court expressly did not rule on any of the other statements at issue, including the forward-looking statements that comprise the bulk of the case. On June 16, 2022, the remaining defendants filed a Motion for Reconsideration of the June 2, 2022 Order as it relates to certain of the remaining Section 10(b) claims and the court denied the motion. The matter is now in discovery. On April 19, 2023, the remaining defendants filed an opposition to plaintiffs' Motion for Class Certification and Appointment of Class Representatives and Class Counsel. This litigation is at preliminary stages and the outcome of any complex legal proceeding is inherently unpredictable and subject to significant uncertainties. The Company intends to defend itself vigorously against these claims. Based upon information presently known to management, the Company is not currently able to estimate the outcome of this proceeding or a possible range of loss, if any. Litigation relating to the offer or the merger In connection with the acquisition o |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
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 for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Numerator: Net loss $ (169,094) $ (152,941) Less: revaluation of warrant liability — — Adjusted net loss $ (169,094) $ (152,941) Denominator: Weighted average shares outstanding, basic 549,689,436 415,152,656 Dilutive effect of common stock issuable from assumed exercise of warrants — — Weighted average shares outstanding, diluted 549,689,436 415,152,656 Net loss per share: Basic $ (0.31) $ (0.37) Diluted $ (0.31) $ (0.37) 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. Three Months Ended March 31, 2023 2022 Toggle Senior Unsecured Convertible Notes (on an as-converted basis) 24,123,014 — 5% Senior Convertible Notes (on an as-converted basis) 9,292,913 — Outstanding warrants 1,137,850 760,915 Stock options, including performance stock options 22,301,935 28,801,104 Restricted stock units, including market based RSUs 26,645,747 28,222,855 Total 83,501,459 57,784,874 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Public Offering The Company entered into an underwriting agreement (the "Underwriting Agreement") with Citi as underwriter related to a public offering (the "Public Offering") of 29,910,715 shares of the Company's common stock at an offering price of $1.12 per share. Under the terms of the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to an additional 4,486,607 shares of common stock. The Public Offering closed on April 4, 2023, and the Company received gross proceeds of $33.5 million. Direct Offering The Company entered into a stock purchase agreement with an investor (the "Investor") pursuant to which the investor agreed to purchase up to $100.0 million of shares of the Company's common stock in a registered direct offering (the "Direct Offering"), with the actual amount of shares of common stock purchased in the Direct Offering reduced to the extent of the total number of shares issued pursuant to the Public Offering. The Direct Offering closed on April 11, 2023, and the Company sold 59,374,999 shares of common stock at the Public Offering price of $1.12 per share to the Investor for gross proceeds of $66.5 million. Exchange and Investment Agreement On March 29, 2023, the Company entered into an exchange and investment agreement (the "Exchange Agreement") with the Investor, related to the exchange of $100.0 million of the Company's Toggle Senior Unsecured Convertible Notes held by the Investor for the issuance to the Investor of $100.0 million 8.00% / 11.00% Series B Convertible Senior PIK Toggle Notes due 2026 (the "Exchanged Notes"). The transactions contemplated by the Exchange Agreement were subject to the satisfaction of customary closing conditions set forth in the Exchange Agreement. On April 11, 2023, the Company completed the exchange of $100.0 million principal amount of the Company's Toggle Senior Unsecured Convertible Notes for $100.0 million aggregate principal amount of the Exchanged Notes. Conversion of the 5% Senior Convertible Notes The Company issued 10,555,032 shares of common stock for settlement of conversions of $11.3 million aggregate principal amount of the 5% Senior Convertible Notes and make-whole interest pursuant to the Purchase Agreement. Sale of Nikola Iveco Europe GmbH On May 8, 2023, the Company and Iveco executed a binding term sheet whereby the Company will sell its 50% capital |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. |
Consolidation | The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated.Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. |
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | Cash, Cash Equivalents and Restricted Cash and Cash EquivalentsAs of March 31, 2023 and December 31, 2022, the Company had $85.2 million and $89.6 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 letters of credit, leases, and debt. |
Revenue Recognition | Revenue Recognition Truck sales Truck sales consist of revenue recognized on the sales of the Company's BEV trucks. The sale of a truck is generally recognized as a single performance obligation at the point in time when control is transferred to the customer (dealers). Control is deemed transferred when the product is picked up by the carrier and the customer (dealer) can direct the product's use and obtain substantially all of the remaining benefits from the product. The Company may offer certain after-market upgrades at the request of the dealers. If a contract contains more than one distinct performance obligation, the transaction price is allocated to each performance obligation based on the standalone selling price of each performance obligation. The Company does not offer returns on truck sales. Revenue is recognized based on the transaction price, which is measured as the amount of consideration that the Company expects to receive in exchange for transferring the product pursuant to the terms of the contract with its customer. The transaction price may be adjusted, if applicable, for variable consideration, such as customer rebates and financing costs on floor plan arrangements, which requires the Company to make estimates for the portion of these allowances that have yet to be credited to customers. Payments for trucks sold are made in accordance with the Company's customary payment terms. The Company has elected an accounting policy whereby the Company does not adjust the promised amount of consideration for the effects of a significant financing component because, at contract inception, the Company expects the period between the time when the Company transfers a promised good or service to the customer and the time when the customer pays for that good or service will be one year or less. Sales tax collected from customers is not considered revenue and is accrued until remitted to the taxing authorities. Shipping and handling activities occur after the customer has obtained control of the product, thus the Company has elected to account for those expenses as fulfillment costs in cost of revenues, rather than an additional promised service. Services and other Services and other revenues consist of sales of mobile charging trailers ("MCTs") and other charging products. The sale of MCTs and other charging products is recognized as a single performance obligation at the point in time when control is transferred to the customer. Control is deemed transferred when the product is delivered to the customer and the customer can direct the product's use and obtain substantially all of the remaining benefits from the asset. The Company does not offer sales returns on MCTs and other charging products. Payment for products sold are made in accordance with the Company's customary payment terms and the Company's contracts do not have significant financing components. The Company has elected to exclude sales taxes from the measurement of the transaction price. (d) Warranties Warranty costs are recognized upon transfer of control of trucks to dealers, and are estimated based on factors including the length of the warranty, product costs, supplier warranties, and product failure rates. Warranty reserves are reviewed and adjusted quarterly to ensure that accruals are adequate to meet expected future warranty obligations. Initial warranty data is limited early in the launch of a new product and accordingly, future adjustments to the warranty accrual may be material. |
Inventory | Inventory cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Inventories are stated at the lower of cost or net realizable value. Inventories are written down for any excess or obsolescence and when net realizable value, which is based upon estimated selling prices, is in excess of carrying value. Once inventory is written-down, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration of or increase in that newly established cost basis. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 December 31, 2022 March 31, 2022 Cash and cash equivalents $ 121,140 $ 233,405 $ 360,118 Restricted cash and cash equivalents – current 10,600 10,600 — Restricted cash and cash equivalents – non-current 74,582 78,959 25,000 Cash, cash equivalents and restricted cash and cash equivalents $ 206,322 $ 322,964 $ 385,118 |
Schedule of 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 March 31, 2023 December 31, 2022 March 31, 2022 Cash and cash equivalents $ 121,140 $ 233,405 $ 360,118 Restricted cash and cash equivalents – current 10,600 10,600 — Restricted cash and cash equivalents – non-current 74,582 78,959 25,000 Cash, cash equivalents and restricted cash and cash equivalents $ 206,322 $ 322,964 $ 385,118 |
Schedule of Carrying Value and Fair Value of Financial Instruments | The carrying value and fair value of the Company’s financial instruments are as follows: As of March 31, 2023 Level 1 Level 2 Level 3 Total Assets Derivative asset $ — $ — $ 95 $ 95 Liabilities Warrant liability $ — $ — $ 115 $ 115 5% Senior Convertible Notes — — 10,714 10,714 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets Derivative asset $ — $ — $ 170 $ 170 Liabilities Warrant liability $ — $ — $ 421 $ 421 5% Senior Convertible Notes — — 50,000 50,000 |
Schedule of Carrying Value and Fair Value of Financial Instruments | The carrying value and fair value of the Company’s financial instruments are as follows: As of March 31, 2023 Level 1 Level 2 Level 3 Total Assets Derivative asset $ — $ — $ 95 $ 95 Liabilities Warrant liability $ — $ — $ 115 $ 115 5% Senior Convertible Notes — — 10,714 10,714 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets Derivative asset $ — $ — $ 170 $ 170 Liabilities Warrant liability $ — $ — $ 421 $ 421 5% Senior Convertible Notes — — 50,000 50,000 |
Schedule of Changes in Fair Value of Warrant Liability | Warrant Liabilities Estimated fair value at December 31, 2022 $ 421 Change in estimated fair value (306) Estimated fair value at March 31, 2023 $ 115 Derivative Liability Estimated fair value at December 31, 2021 $ 4,189 Change in estimated fair value (437) Estimated fair value at March 31, 2022 $ 3,752 |
Schedule of Inputs and Assumptions Used | The following reflects the inputs and assumptions used: As of March 31, 2023 December 31, 2022 Stock price $ 1.21 $ 2.16 Exercise price $ 11.50 $ 11.50 Remaining term (in years) 2.18 2.42 Volatility 100 % 100 % Risk-free rate 3.94 % 4.28 % Expected dividend yield — % — % As of March 31, 2022 December 31, 2021 Stock price $ 10.71 $ 9.87 Strike price $ 14.86 $ 14.86 Volatility 100 % 100 % Risk-free rate 0.50 % 0.18 % |
Schedule of Change in Warrant Liabilities | The change in warranty liability for the three months ended March 31, 2023 is summarized as follows: Three Months Ended March 31, 2023 Accrued warranty - beginning of period $ 8,183 Warranty costs incurred (31) Net changes in liability for pre-existing warranties (374) Provision for new warranties 1,866 Accrued warranty - end of period $ 9,644 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Consideration for the Acquisition | Total consideration for the acquisition of Romeo is summarized as follows: Purchase consideration Fair value of Nikola common stock issued to Romeo stockholders (1) $ 67,535 Settlement of pre-existing relationships in the form of loan forgiveness (2) 27,923 Settlement of pre-existing relationships in the form of accounts payable (18,216) Fair value of outstanding stock compensation awards attributable to pre-acquisition services (3) 1,345 Total purchase consideration $ 78,587 (1) Represents the acquisition date fair value of 22.1 million shares of Nikola common stock issued to Romeo stockholders, based on the Romeo Exchange Ratio, at the October 14, 2022 closing price of $3.06 per share. (2) The Company entered into an Agreement and Plan of Merger and Reorganization dated July 30, 2022 (the "Merger Agreement") with Romeo. Concurrently wi th the execution of the Merger Agreement, Romeo entered into a loan agreement (the "Loan Agreement") with the Company as the lender. The Loan Agreement provided for a facility in an aggregate principal amount of up to $30.0 million (subject to certain incremental increases of up to $20.0 million), which were available for drawing subject to certain terms and conditions set forth in the Loan Agreement. Interest was payable on borrowings under the facility at the secured overnight financing rate ("SOFR") plus 8.00%. Upon closing, the loan and related accrued interest were forgiven and considered part of the purchase price. As of acquisition close, Romeo had drawn $12.5 million on the loan and accrued $0.1 million in interest. Additionally, as part of the Loan Agreement entered into with Romeo, the Company agreed to a short-term battery price increase. Through the acquisition close, the Company recorded $15.3 million in prepaid expenses and other current assets on the consolidated balance sheets related to the incremental pack price increase, which was considered part of the purchase consideration upon close. (3) Represents the portion of the fair value of the replacement awards related to services provided prior to the acquisition. The remaining portion of the fair value is associated with future service and will be recognized as expense over the future service period. |
Schedule of Asset Acquired And Liabilities Assumed | The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date: Assets acquired Cash and cash equivalents $ 5,365 Accounts receivable, net 871 Inventory 26,079 Prepaid expenses and other current assets 2,572 Restricted cash and cash equivalents 1,500 Property, plant and equipment, net 16,802 Investment in affiliates 10,000 Prepayment - long term supply agreement 44,835 Other assets 30,926 Total assets acquired $ 138,950 Liabilities assumed Accounts payable $ 20,214 Accrued expenses and other current liabilities 8,554 Debt and finance lease liabilities, current 1,525 Long-term debt and finance lease liabilities, net of current portion 1,611 Operating lease liabilities 22,187 Warrant liability 11 Other long-term liabilities 7,711 Total liabilities assumed 61,813 Net assets acquired 77,137 Goodwill 1,450 Total consideration transferred $ 78,587 |
Schedule of Supplemental Pro Forma Information | The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the three months ended March 31, 2022 as if the acquisition of Romeo had occurred on January 1, 2022. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have actually occurred had the Romeo Acquisition been completed on January 1, 2022. In addition, the unaudited pro forma financial information does not give effect to any potential cost savings, operating efficiencies or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of Romeo. For the three months ended March 31, 2022 Total revenues $ 4,896 Net loss (252,405) Net loss attributable to common stockholders (252,405) Net loss per share attributable to common stockholders: Basic $ (0.58) Diluted $ (0.58) |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | Inventory consisted of the following at March 31, 2023 and December 31, 2022, respectively: As of March 31, 2023 December 31, 2022 Raw materials $ 38,928 $ 57,342 Work in process 27,816 15,948 Finished goods 52,155 47,802 Service parts 4,731 2,105 Total inventory $ 123,630 $ 123,197 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following at March 31, 2023 and December 31, 2022, respectively: As of March 31, 2023 December 31, 2022 Deposits $ 14,863 $ 3,534 Prepaid expenses 9,904 7,975 Headquarters sale agreement receivable 6,543 5,487 Insurance receivable acquired in Romeo Acquisition 6,000 6,000 Non-trade receivables 5,407 6,064 Prepaid insurance premiums 4,452 6,663 Deferred implementation costs 661 2,101 Total prepaid expenses and other current assets $ 47,830 $ 37,824 |
Schedule of Property, Plant and Equipment, Net | Property, plant and equipment, net consisted of the following at March 31, 2023 and December 31, 2022: As of March 31, 2023 December 31, 2022 Construction-in-progress $ 237,609 $ 220,244 Buildings 135,996 127,797 Equipment 45,839 38,659 Tooling 28,561 18,276 Land 24,762 24,762 Demo vehicles 15,215 15,215 Software 9,043 9,321 Finance lease assets 5,052 5,201 Leasehold improvements 3,931 3,880 Other 3,919 3,456 Furniture and fixtures 1,611 1,600 Property, plant and equipment, gross 511,538 468,411 Less: accumulated depreciation and amortization (36,142) (31,405) Total property, plant and equipment, net $ 475,396 $ 437,006 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at March 31, 2023 and December 31, 2022: As of March 31, 2023 December 31, 2022 SEC settlement $ 88,500 $ 90,000 Accrued purchase of intangible asset 32,636 32,126 Inventory received not yet invoiced 16,048 29,117 Accrued payroll and payroll related expenses 11,285 17,389 Accrued outsourced engineering services 8,403 8,056 Other accrued expenses 6,364 4,776 Accrued legal expenses 5,448 2,041 Accrued purchases of property, plant and equipment 4,564 4,590 Operating lease liabilities, current 2,915 2,786 Accrued Equity Distribution Agreement fees 593 1,681 Supply agreement revision commitment — 10,000 Total accrued expenses and other current liabilities $ 176,756 $ 202,562 |
INVESTMENTS IN AFFILIATES (Tabl
INVESTMENTS IN AFFILIATES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Investments in Unconsolidated Affiliates | Investments in unconsolidated affiliates accounted for under the equity method consisted of the following: As of Ownership March 31, 2023 December 31, 2022 Nikola Iveco Europe GmbH 50 % $ — $ 4,142 Wabash Valley Resources LLC 20 % 57,677 57,674 Nikola - TA HRS 1, LLC 50 % 1,000 1,000 Heritage Battery Recycling, LLC 30 % 10,000 10,000 $ 68,677 $ 72,816 Estimated liabilities - guarantees of obligation of unconsolidated affiliates consisted of the following: As of Ownership March 31, 2023 Nikola Iveco Europe GmbH 50 % $ 4,284 $ 4,284 Equity in net loss of affiliates on the consolidated statements of operations for the three months ended March 31, 2023 and 2022, were as follows: Three Months Ended March 31, 2023 2022 Equity in net loss of affiliates: Nikola Iveco Europe GmbH $ (8,411) $ (2,838) Wabash Valley Resources LLC 3 18 Total equity in net loss of affiliates $ (8,408) $ (2,820) |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Separately Identifiable Assets | The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows: As of March 31, 2023 Gross Carrying Accumulated Net Carrying Licenses: S-WAY Product and Platform license $ 50,000 $ 7,144 $ 42,856 FCPM license 47,181 — 47,181 Other intangibles 2,240 356 1,884 Total intangible assets $ 99,421 $ 7,500 $ 91,921 As of December 31, 2022 Gross Carrying Accumulated Net Carrying Licenses: S-WAY Product and Platform license $ 50,000 $ 5,357 $ 44,643 FCPM license 47,181 — 47,181 Other intangibles 1,432 162 1,270 Total intangible assets $ 98,613 $ 5,519 $ 93,094 |
DEBT AND FINANCE LEASE LIABIL_2
DEBT AND FINANCE LEASE LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Finance Lease Liabilities | A summary of debt and finance lease liabilities as of March 31, 2023 and December 31, 2022, were as follows: As of March 31, 2023 December 31, 2022 Current: 5% Senior Convertible Notes $ 10,714 $ 50,000 Promissory notes 9,355 9,309 Finance lease liabilities 1,691 1,806 Insurance premium financing — 1,999 Debt and finance lease liabilities, current $ 21,760 $ 63,114 As of March 31, 2023 December 31, 2022 Non-current: Toggle Senior Unsecured Convertible Notes $ 206,519 $ 199,786 Financing obligation 51,434 50,359 Promissory notes 36,576 39,165 Finance lease liabilities 1,944 2,317 Long-term debt and finance lease liabilities, net of current portion $ 296,473 $ 291,627 |
Schedule of Carrying Values and Estimated Fair Values | The fair values of the following debt obligations are estimated using level 2 fair value inputs, including stock price and risk-free rates. The following table presents the carrying value and estimated fair values: As of March 31, 2023 Carrying Value Fair Value Toggle Senior Unsecured Convertible Notes $ 206,519 $ 198,046 Collateralized Note 42,387 41,770 Second Collateralized Note 3,544 3,498 |
Schedule of Net Carrying Amounts of Debt Component | The net carrying amounts of the debt component of the Toggle Senior Unsecured Convertible Notes were as follows: As of March 31, 2023 December 31, 2022 Principal amount $ 210,939 $ 210,939 Accrued PIK interest 7,799 1,998 Unamortized discount (5,987) (6,443) Unamortized issuance costs (6,232) (6,708) Net carrying amount $ 206,519 $ 199,786 As of March 31, 2023, the effective interest rate on the Toggle Senior Unsecured Convertible Notes was 12.99%. A mortization of the debt discount and issuance costs is reported as a component of interest expense and is computed using the straight-line method over the term of the Toggle Senior Unsecured Convertible Notes, which approximates the effective interest method. The following table presents the Company's interest expense related to the Toggle Senior Unsecured Convertible Notes: Three Months Ended March 31, 2023 Contractual interest expense $ 5,801 Amortization of debt discount and issuance costs 932 Total interest expense $ 6,733 |
Schedule of Reference Price And Floor Price Applicable to Issuance of Senior Convertible Notes | The Reference Price and Floor Price applicable to each issuance of 5% Senior Convertible Notes is summarized below: Series A Notes Series B-1 Notes Reference Price $ 5.975 $ 4.050 Floor Price $ 0.478 $ 0.478 |
STOCK BASED COMPENSATION EXPE_2
STOCK BASED COMPENSATION EXPENSE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Changes in Stock Options | Changes in stock options are as follows: Options Weighted Weighted Average Outstanding at December 31, 2022 22,470,585 $ 1.31 5.33 Granted — — Exercised 156,366 1.06 Cancelled 12,284 3.59 Outstanding at March 31, 2023 22,301,935 $ 1.31 5.08 Vested and exercisable as of March 31, 2023 22,301,935 $ 1.31 5.08 |
Schedule of Changes in RSU's, Market Based RSU's and Unrecognized Compensation Expenses | Changes in RSUs are as follows: Number of RSUs Balance at December 31, 2022 19,574,800 Granted 8,457,950 Released 2,789,660 Cancelled 668,401 Balance at March 31, 2023 24,574,689 Changes in market based RSUs are as follows: Number of Market Based RSUs Balance at December 31, 2022 2,071,058 Granted — Released — Cancelled — Balance at March 31, 2023 2,071,058 As of March 31, 2023, total unrecognized compensation expense was as follows: Unrecognized Compensation Expense Market based RSUs $ 10,927 RSUs 111,456 Total unrecognized compensation expense at March 31, 2023 $ 122,383 |
Schedule of Impact of Stock-Based Compensation Expense | The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Cost of revenues $ 731 $ — Research and development 9,086 8,707 Selling, general, and administrative 14,731 44,821 Total stock-based compensation expense $ 24,548 $ 53,528 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of the Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the basic and diluted net loss per share for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Numerator: Net loss $ (169,094) $ (152,941) Less: revaluation of warrant liability — — Adjusted net loss $ (169,094) $ (152,941) Denominator: Weighted average shares outstanding, basic 549,689,436 415,152,656 Dilutive effect of common stock issuable from assumed exercise of warrants — — Weighted average shares outstanding, diluted 549,689,436 415,152,656 Net loss per share: Basic $ (0.31) $ (0.37) Diluted $ (0.31) $ (0.37) |
Schedule of Common Stock Equivalents were Excluded from the Computation of Diluted Net Loss Per Share | 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. Three Months Ended March 31, 2023 2022 Toggle Senior Unsecured Convertible Notes (on an as-converted basis) 24,123,014 — 5% Senior Convertible Notes (on an as-converted basis) 9,292,913 — Outstanding warrants 1,137,850 760,915 Stock options, including performance stock options 22,301,935 28,801,104 Restricted stock units, including market based RSUs 26,645,747 28,222,855 Total 83,501,459 57,784,874 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands | Oct. 14, 2022 | Jun. 07, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||||
Number of authorized shares of common stock (in shares) | 800,000,000 | 800,000,000 | ||
Forecast | ||||
Business Acquisition [Line Items] | ||||
Number of authorized shares of common stock (in shares) | 1,600,000,000 | |||
Romeo Power, Inc | ||||
Business Acquisition [Line Items] | ||||
Total purchase price | $ 78,587 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Jun. 30, 2022 USD ($) day $ / shares | Sep. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 29, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Current and non-current restricted cash | $ 85,200 | $ 89,600 | |||
Warranty accrual | 9,644 | 8,183 | |||
Accrued Liabilities | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Warranty accrual | 2,100 | 1,900 | |||
Other Noncurrent Liabilities | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Warranty accrual | 7,600 | 6,300 | |||
Convertible Notes Payable | Toggle Senior Unsecured Convertible Notes | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Principal amount | $ 200,000 | $ 210,939 | $ 100,000 | $ 210,939 | |
Interest rate, stated percentage | 8% | ||||
Paid-in-kind interest rate | 11% | ||||
Embedded Derivative Financial Instruments | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Notional amount | $ 9,000 | ||||
Remaining term | 30 months | ||||
Trigger price (in dollars per share) | $ / shares | $ 20 | ||||
Trading days during consecutive trading day period | day | 20 | ||||
Period of consecutive trading days | day | 40 | ||||
Wabash Valley Resources, Amended MIPA | Derivative Liability | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Settlement of second price differential | $ 6,600 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 121,140 | $ 233,405 | $ 360,118 | |
Restricted cash and cash equivalents – current | 10,600 | 10,600 | 0 | |
Restricted cash and cash equivalents – non-current | 74,582 | 78,959 | 25,000 | |
Cash, cash equivalents and restricted cash and cash equivalents | $ 206,322 | $ 322,964 | $ 385,118 | $ 522,241 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 30, 2022 |
Assets | |||
Derivative asset | $ 95 | $ 170 | |
Liabilities | |||
Warrant liability | 115 | 421 | |
5% Senior Convertible Notes | $ 10,714 | $ 50,000 | |
Convertible Notes Payable | 5% Senior Convertible Notes - Subsequent Placement | |||
Liabilities | |||
Interest rate, stated percentage | 5% | 5% | 5% |
Level 1 | |||
Assets | |||
Derivative asset | $ 0 | $ 0 | |
Liabilities | |||
Warrant liability | 0 | 0 | |
5% Senior Convertible Notes | 0 | 0 | |
Level 2 | |||
Assets | |||
Derivative asset | 0 | 0 | |
Liabilities | |||
Warrant liability | 0 | 0 | |
5% Senior Convertible Notes | 0 | 0 | |
Level 3 | |||
Assets | |||
Derivative asset | 95 | 170 | |
Liabilities | |||
Warrant liability | 115 | 421 | |
5% Senior Convertible Notes | $ 10,714 | $ 50,000 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Warrants & Derivatives (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Warrant Liabilities | VectoIQ | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Estimated fair value at beginning of period | $ 421 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 306 |
Estimated fair value at end of period | 115 |
Derivative Liability | Price Differential | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Estimated fair value at beginning of period | 4,189 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (437) |
Estimated fair value at end of period | $ 3,752 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Warrants, Inputs & Assumptions (Details) | Mar. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Remaining term (in years) | 2 years 2 months 4 days | 2 years 5 months 1 day |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 1.21 | 2.16 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 11.50 | 11.50 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 1 | 1 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0394 | 0.0428 |
Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurement Inputs (Details) - Price Differential | Mar. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, liabilities | 10.71 | 9.87 |
Strike price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, liabilities | 14.86 | 14.86 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, liabilities | 1 | 1 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, liabilities | 0.0050 | 0.0018 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warranty Accrual (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |
Accrued warranty - beginning of period | $ 8,183 |
Warranty costs incurred | (31) |
Net changes in liability for pre-existing warranties | (374) |
Provision for new warranties | 1,866 |
Accrued warranty - end of period | $ 9,644 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Oct. 14, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Goodwill | $ 6,688 | $ 6,688 | ||
Loss from operations | $ 151,045 | $ 151,309 | ||
Romeo Power, Inc | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | |||
Shares transferred per share of stock acquired (in shares) | 0.1186 | |||
Goodwill | $ 1,450 | |||
Revenues | 400 | |||
Loss from operations | $ 23,800 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Consideration for the Acquisition of Romeo (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Oct. 14, 2022 | Mar. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Prepaid expenses and other current assets | $ 47,830 | $ 37,824 | |
Romeo Power, Inc | |||
Business Acquisition [Line Items] | |||
Fair value of Nikola common stock issued to Romeo stockholders | $ 67,535 | ||
Settlement of pre-existing relationships in the form of loan forgiveness | 27,923 | ||
Settlement of pre-existing relationships in the form of accounts payable | (18,216) | ||
Fair value of outstanding stock compensation awards attributable to pre-acquisition services | 1,345 | ||
Total purchase consideration | $ 78,587 | ||
Issued or issuable, number of shares (in shares) | 22.1 | ||
Price per share of common stock acquired (in dollars per share) | $ 3.06 | ||
Prepaid expenses and other current assets | $ 15,300 | ||
Nikola Corporation | Senior Loans | Romeo Power, Inc | |||
Business Acquisition [Line Items] | |||
Principal amount | 30,000 | ||
Incremental increase | 20,000 | ||
Proceeds from insurance premium financing | 12,500 | ||
Interest receivable | $ 100 | ||
Nikola Corporation | Senior Loans | Secured Overnight Financing Rate (SOFR) | Romeo Power, Inc | |||
Business Acquisition [Line Items] | |||
Basis spread on variable rate | 8% |
BUSINESS COMBINATIONS - Asset A
BUSINESS COMBINATIONS - Asset Acquired And Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Oct. 14, 2022 |
Liabilities assumed | |||
Goodwill | $ 6,688 | $ 6,688 | |
Romeo Power, Inc | |||
Assets acquired | |||
Cash and cash equivalents | $ 5,365 | ||
Accounts receivable, net | 871 | ||
Inventory | 26,079 | ||
Prepaid expenses and other current assets | 2,572 | ||
Restricted cash and cash equivalents | 1,500 | ||
Property, plant and equipment, net | 16,802 | ||
Investment in affiliates | 10,000 | ||
Prepayment - long term supply agreement | 44,835 | ||
Other assets | 30,926 | ||
Total assets acquired | 138,950 | ||
Liabilities assumed | |||
Accounts payable | 20,214 | ||
Accrued expenses and other current liabilities | 8,554 | ||
Debt and finance lease liabilities, current | 1,525 | ||
Long-term debt and finance lease liabilities, net of current portion | 1,611 | ||
Operating lease liabilities | 22,187 | ||
Warrant liability | 11 | ||
Other long-term liabilities | 7,711 | ||
Total liabilities assumed | 61,813 | ||
Net assets acquired | 77,137 | ||
Goodwill | 1,450 | ||
Total consideration transferred | $ 78,587 |
BUSINESS COMBINATIONS - Supplem
BUSINESS COMBINATIONS - Supplemental Pro Forma Information (Details) - Romeo Power, Inc $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) $ / shares | |
Business Acquisition [Line Items] | |
Total revenues | $ 4,896 |
Net loss | (252,405) |
Net loss attributable to common stockholders, basic | (252,405) |
Net loss attributable to common stockholders, diluted | $ (252,405) |
Basic (in dollars per share) | $ / shares | $ (0.58) |
Diluted (in dollars per share) | $ / shares | $ (0.58) |
BALANCE SHEET COMPONENTS - Inve
BALANCE SHEET COMPONENTS - Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 38,928 | $ 57,342 |
Work in process | 27,816 | 15,948 |
Finished goods | 52,155 | 47,802 |
Service parts | 4,731 | 2,105 |
Inventory | $ 123,630 | $ 123,197 |
BALANCE SHEET COMPONENTS - Prep
BALANCE SHEET COMPONENTS - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deposits | $ 14,863 | $ 3,534 |
Prepaid expenses | 9,904 | 7,975 |
Headquarters sale agreement receivable | 6,543 | 5,487 |
Insurance receivable acquired in Romeo Acquisition | 6,000 | 6,000 |
Non-trade receivables | 5,407 | 6,064 |
Prepaid insurance premiums | 4,452 | 6,663 |
Deferred implementation costs | 661 | 2,101 |
Prepaid expenses and other current assets | $ 47,830 | $ 37,824 |
BALANCE SHEET COMPONENTS - Prop
BALANCE SHEET COMPONENTS - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Finance lease assets | $ 5,052 | $ 5,201 |
Property, plant and equipment, gross | 511,538 | 468,411 |
Less: accumulated depreciation and amortization | (36,142) | (31,405) |
Total property, plant and equipment, net | 475,396 | 437,006 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 237,609 | 220,244 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 135,996 | 127,797 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 45,839 | 38,659 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 28,561 | 18,276 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 24,762 | 24,762 |
Demo vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 15,215 | 15,215 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 9,043 | 9,321 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 3,931 | 3,880 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 3,919 | 3,456 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | $ 1,611 | $ 1,600 |
BALANCE SHEET COMPONENTS - Narr
BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation | $ 4.9 | $ 3 |
BALANCE SHEET COMPONENTS - Accr
BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
SEC settlement | $ 88,500 | $ 90,000 |
Accrued purchase of intangible asset | 32,636 | 32,126 |
Inventory received not yet invoiced | 16,048 | 29,117 |
Accrued payroll and payroll related expenses | 11,285 | 17,389 |
Accrued outsourced engineering services | 8,403 | 8,056 |
Accrued legal expenses | 5,448 | 2,041 |
Other accrued expenses | 6,364 | 4,776 |
Accrued purchases of property, plant and equipment | 4,564 | 4,590 |
Operating lease liabilities, current | 2,915 | 2,786 |
Accrued Equity Distribution Agreement fees | 593 | 1,681 |
Supply agreement revision commitment | 0 | 10,000 |
Total accrued expenses and other current liabilities | $ 176,756 | $ 202,562 |
INVESTMENTS IN AFFILIATES - Equ
INVESTMENTS IN AFFILIATES - Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Oct. 14, 2022 | Jun. 30, 2022 | Jun. 22, 2021 | Oct. 02, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Investment in affiliates | $ 68,677 | $ 72,816 | |||||
Estimated liabilities - guarantees of obligation | 4,284 | 0 | |||||
Equity in net loss of affiliates | $ (8,408) | $ (2,820) | |||||
Nikola Iveco Europe GmbH | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership | 50% | 50% | |||||
Investment in affiliates | $ 0 | 4,142 | |||||
Estimated liabilities - guarantees of obligation | 4,284 | ||||||
Equity in net loss of affiliates | $ (8,411) | (2,838) | |||||
Wabash Valley Resources LLC | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership | 20% | 20% | |||||
Investment in affiliates | $ 57,677 | 57,674 | |||||
Equity in net loss of affiliates | $ 3 | $ 18 | |||||
Nikola - TA HRS 1, LLC | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership | 50% | ||||||
Investment in affiliates | $ 1,000 | 1,000 | |||||
Heritage Battery Recycling, LLC | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership | 30% | 30% | |||||
Investment in affiliates | $ 10,000 | $ 10,000 | $ 10,000 |
INVESTMENTS IN AFFILIATES - Nar
INVESTMENTS IN AFFILIATES - Narrative (Details) $ / shares in Units, $ in Thousands, € in Millions | 3 Months Ended | 12 Months Ended | ||||||
Jun. 22, 2021 USD ($) $ / shares shares | Oct. 02, 2020 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2022 EUR (€) | Dec. 31, 2022 USD ($) | Oct. 14, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Investments in affiliates | $ 0 | $ 3,348 | ||||||
Investment in affiliates | $ 68,677 | $ 72,816 | ||||||
Nikola Iveco Europe GmbH | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership | 50% | 50% | ||||||
Equity method investment, volume and profit allocation percentage | 50% | |||||||
Payments to acquire joint venture | $ 3,300 | € 3 | ||||||
Debt obligations | $ 9,700 | |||||||
Investment in affiliates | 0 | 4,142 | ||||||
Nikola Iveco Europe GmbH | Financial Guarantee | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Maximum exposure to loss | $ 5,400 | |||||||
Nikola Iveco Europe GmbH | Iveco | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership | 50% | |||||||
Equity method investment, volume and profit allocation percentage | 50% | |||||||
Wabash Valley Resources LLC | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership | 20% | 20% | ||||||
Maximum exposure to loss | $ 57,900 | |||||||
Investments in affiliates | $ 25,000 | |||||||
Common stock issued for investment in affiliates (in shares) | shares | 1,682,367 | |||||||
Average closing stock price, period | 30 days | |||||||
Price per share (in dollars per share) | $ / shares | $ 14.86 | |||||||
Basis difference | $ 55,500 | |||||||
Investment in affiliates | $ 57,677 | 57,674 | ||||||
Wabash Valley Resources LLC | Related Party | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Note receivable | $ 300 | |||||||
Nikola - TA HRS 1, LLC | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership | 50% | |||||||
Investment in affiliates | $ 1,000 | 1,000 | ||||||
Nikola - TA HRS 1, LLC | Variable Interest Entity, Not Primary Beneficiary | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership | 50% | |||||||
Payments to acquire joint venture | 1,000 | |||||||
Nikola - TA HRS 1, LLC | Travel Centers of America | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership | 50% | |||||||
Heritage Battery Recycling, LLC | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership | 30% | 30% | ||||||
Investment in affiliates | $ 10,000 | $ 10,000 | $ 10,000 | |||||
Heritage Battery Recycling, LLC | Romeo Power, Inc | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Investments in affiliates | $ 35,000 |
INTANGIBLE ASSETS, NET - Schedu
INTANGIBLE ASSETS, NET - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 7,500 | $ 5,519 |
Gross Carrying Amount | 99,421 | 98,613 |
Net Carrying Amount | 91,921 | 93,094 |
Licenses: | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 47,181 | |
Accumulated Amortization | 0 | |
Net Carrying Amount | 47,181 | |
S-WAY Product and Platform license | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50,000 | 50,000 |
Accumulated Amortization | 7,144 | 5,357 |
Net Carrying Amount | 42,856 | 44,643 |
FCPM license | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 47,181 | |
Accumulated Amortization | 0 | |
Net Carrying Amount | 47,181 | |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,240 | 1,432 |
Accumulated Amortization | 356 | 162 |
Net Carrying Amount | $ 1,884 | $ 1,270 |
ANGIBLE ASSETS, NET - Narrative
ANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 2 | $ 0 |
DEBT AND FINANCE LEASE LIABIL_3
DEBT AND FINANCE LEASE LIABILITIES - Debt and Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | Jun. 30, 2022 | Jun. 07, 2022 |
Current: | |||||
Finance lease liabilities | $ 1,691 | $ 1,806 | |||
Debt and finance lease liabilities, current | 21,760 | 63,114 | |||
Non-current: | |||||
Finance lease liabilities | 1,944 | 2,317 | |||
Long-term debt and finance lease liabilities, net of current portion | 296,473 | 291,627 | |||
Financing obligation | |||||
Non-current: | |||||
Long-term debt | 51,434 | 50,359 | |||
Notes Payable | |||||
Non-current: | |||||
Long-term debt | 36,576 | 39,165 | |||
5% Senior Convertible Notes | Convertible Notes Payable | |||||
Current: | |||||
Current maturities of long-term debt | $ 10,714 | $ 50,000 | |||
Non-current: | |||||
Interest rate, stated percentage | 5% | ||||
5% Senior Convertible Notes - Subsequent Placement | Convertible Notes Payable | |||||
Non-current: | |||||
Interest rate, stated percentage | 5% | 5% | 5% | ||
Promissory notes | Notes Payable | |||||
Current: | |||||
Current maturities of long-term debt | $ 9,355 | $ 9,309 | |||
Non-current: | |||||
Interest rate, stated percentage | 4.26% | ||||
Insurance premium financing | Notes Payable | |||||
Current: | |||||
Current maturities of long-term debt | $ 0 | 1,999 | |||
Non-current: | |||||
Interest rate, stated percentage | 2.95% | ||||
Toggle Senior Unsecured Convertible Notes | Convertible Notes Payable | |||||
Non-current: | |||||
Long-term debt | $ 206,519 | $ 199,786 | |||
Interest rate, stated percentage | 8% |
DEBT AND FINANCE LEASE LIABIL_4
DEBT AND FINANCE LEASE LIABILITIES - Carrying Value and Estimated Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Convertible Notes Payable | Toggle Senior Unsecured Convertible Notes | ||
Debt Instrument [Line Items] | ||
Carrying Value | $ 206,519 | $ 199,786 |
Fair Value | 198,046 | |
Notes Payable | Collateralized Note | ||
Debt Instrument [Line Items] | ||
Carrying Value | 42,387 | |
Fair Value | 41,770 | |
Notes Payable | Second Collateralized Note | ||
Debt Instrument [Line Items] | ||
Carrying Value | 3,544 | |
Fair Value | $ 3,498 |
DEBT AND FINANCE LEASE LIABIL_5
DEBT AND FINANCE LEASE LIABILITIES - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 11 Months Ended | |||||||||||
Dec. 30, 2022 USD ($) day | Aug. 04, 2022 USD ($) | Jun. 07, 2022 USD ($) | Jun. 01, 2022 USD ($) day $ / shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) $ / shares | Mar. 29, 2023 USD ($) | Mar. 17, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | May 10, 2022 USD ($) extension_option | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||
Conversion of 5% Senior Convertible Notes into shares of common stock | $ 64,286 | $ 0 | |||||||||||
Non-cash interest expense | 10,008 | $ 0 | |||||||||||
Convertible notes payable | 10,700 | $ 10,700 | $ 50,000 | ||||||||||
Term of contract | 20 years | ||||||||||||
Number of options to extend | extension_option | 4 | ||||||||||||
Renewal term | 7 years | ||||||||||||
Number of extension options reasonably certain of being exercised | extension_option | 1 | ||||||||||||
Headquarters sale agreement receivable | 6,543 | 6,543 | 5,487 | ||||||||||
Letter of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | 600 | 600 | |||||||||||
Standby Letters of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 12,500 | $ 25,000 | |||||||||||
Land, Buildings and Improvements | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Consideration received | $ 52,500 | ||||||||||||
Asset under Construction | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Contingent consideration asset | 13,100 | ||||||||||||
Toggle Senior Unsecured Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Secured debt limit per restrictive covenants | $ 500,000 | ||||||||||||
Convertible Notes Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion ratio | 0.1143602 | ||||||||||||
Non-cash interest expense | 3,200 | ||||||||||||
Convertible Notes Payable | Toggle Senior Unsecured Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal amount | 210,939 | $ 210,939 | $ 100,000 | 210,939 | $ 200,000 | ||||||||
Interest rate, stated percentage | 8% | ||||||||||||
Paid-in-kind interest rate | 11% | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 8.74 | ||||||||||||
Convertible notes redemption day | day | 26 | ||||||||||||
Proceeds from debt, net of issuance costs paid and accrued | $ 183,200 | ||||||||||||
Effective interest rate percentage | 12.99% | 12.99% | |||||||||||
Unamortized issuance costs | $ 6,232 | $ 6,232 | $ 6,708 | ||||||||||
Interest expense | $ 6,733 | ||||||||||||
Convertible Notes Payable | 5% Senior Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal amount | $ 50,000 | $ 25,000 | |||||||||||
Interest rate, stated percentage | 5% | ||||||||||||
Threshold trading days | day | 3 | ||||||||||||
Redemption price (in percent) | 115% | ||||||||||||
Maximum principal amount of convertible notes | $ 125,000 | ||||||||||||
Interest rate in the event of default | 12.50% | ||||||||||||
Percentage of volume weighted average price | 95% | ||||||||||||
Maximum equity interest allowed | 4.99% | ||||||||||||
Maximum equity interest allowed after notice | 9.99% | ||||||||||||
Number of days notice required | day | 61 | ||||||||||||
Convertible Notes Payable | 5% Senior Convertible Notes - Subsequent Placement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate, stated percentage | 5% | 5% | 5% | 5% | |||||||||
Redemption price (in percent) | 100% | ||||||||||||
Debt instrument, term | 1 year | ||||||||||||
Convertible Notes Payable | Series A Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 2.41 | $ 2.41 | |||||||||||
Number of shares issued in debt conversion (in shares) | shares | 21,785,618 | ||||||||||||
Convertible Notes Payable | Series B-1 Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.42 | $ 1.42 | |||||||||||
Number of shares issued in debt conversion (in shares) | shares | 10,572,688 | ||||||||||||
Convertible Notes Payable | Maximum | Toggle Senior Unsecured Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Redemption price (in percent) | 130% | ||||||||||||
Convertible Notes Payable | Minimum | Toggle Senior Unsecured Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Redemption price (in percent) | 100% | ||||||||||||
Convertible Notes Payable | Conversion Circumstance One | Toggle Senior Unsecured Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Threshold trading days | day | 20 | ||||||||||||
Threshold consecutive trading days | day | 30 | ||||||||||||
Convertible Notes Payable | Conversion Circumstance One | Maximum | Toggle Senior Unsecured Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Threshold of stock price trigger (in percent) | 130% | ||||||||||||
Convertible Notes Payable | Conversion Circumstance Two | Toggle Senior Unsecured Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Trading days require during a period of consecutive trading days | day | 5 | ||||||||||||
Period of consecutive trading days | day | 10 | ||||||||||||
Convertible Notes Payable | Conversion Circumstance Two | Minimum | Toggle Senior Unsecured Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Threshold of stock price trigger (in percent) | 98% | ||||||||||||
Convertible Notes Payable | Principal Converted | Series A Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion of 5% Senior Convertible Notes into shares of common stock | $ 50,000 | ||||||||||||
Convertible Notes Payable | Principal Converted | Series B-1 Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion of 5% Senior Convertible Notes into shares of common stock | 14,300 | ||||||||||||
Convertible Notes Payable | Make-Whole-Interest Converted | Series A Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion of 5% Senior Convertible Notes into shares of common stock | 2,500 | ||||||||||||
Convertible Notes Payable | Make-Whole-Interest Converted | Series B-1 Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion of 5% Senior Convertible Notes into shares of common stock | 700 | ||||||||||||
Financing obligation | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal amount | 38,300 | ||||||||||||
Unamortized issuance costs | $ 1,100 | ||||||||||||
Proceeds from debt, net of discount and issuance costs | $ 13,100 | ||||||||||||
Headquarters sale agreement receivable | 6,500 | 6,500 | |||||||||||
Interest expense | 900 | ||||||||||||
Notes Payable | Collateralized Promissory Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal amount | $ 50,000 | ||||||||||||
Interest rate, stated percentage | 4.26% | ||||||||||||
Debt instrument, term | 60 months | ||||||||||||
Interest expense | 500 | ||||||||||||
Collateral amount | $ 50,000 | ||||||||||||
Notes Payable | Second Collateralized Note | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal amount | $ 4,000 | ||||||||||||
Interest rate, stated percentage | 7% | ||||||||||||
Debt instrument, term | 60 months | ||||||||||||
Notes Payable | Insurance premium financing | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal amount | $ 6,600 | $ 6,600 | |||||||||||
Interest rate, stated percentage | 2.95% | 2.95% |
DEBT AND FINANCE LEASE LIABIL_6
DEBT AND FINANCE LEASE LIABILITIES - Net Carrying Amounts of Debt (Details) - Convertible Notes Payable - Toggle Senior Unsecured Convertible Notes - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 29, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Debt Instrument [Line Items] | ||||
Principal amount | $ 210,939 | $ 100,000 | $ 210,939 | $ 200,000 |
Accrued PIK interest | 7,799 | 1,998 | ||
Unamortized discount | (5,987) | (6,443) | ||
Unamortized issuance costs | (6,232) | (6,708) | ||
Net carrying amount | $ 206,519 | $ 199,786 |
DEBT AND FINANCE LEASE LIABIL_7
DEBT AND FINANCE LEASE LIABILITIES - Interest Expense (Details) - Convertible Notes Payable - Toggle Senior Unsecured Convertible Notes $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |
Contractual interest expense | $ 5,801 |
Amortization of debt discount and issuance costs | 932 |
Total interest expense | $ 6,733 |
DEBT AND FINANCE LEASE LIABIL_8
DEBT AND FINANCE LEASE LIABILITIES - Reference Price And Floor Price Applicable to Issuance of Senior Convertible Notes (Details) - Convertible Notes Payable | Mar. 31, 2023 $ / shares |
Series A Notes | |
Debt Instrument [Line Items] | |
Reference Price | $ 5.975 |
Floor Price | 0.478 |
Series B-1 Notes | |
Debt Instrument [Line Items] | |
Reference Price | 4.050 |
Floor Price | $ 0.478 |
CAPITAL STRUCTURE (Details)
CAPITAL STRUCTURE (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||
Nov. 29, 2021 shares | Sep. 24, 2021 USD ($) day shares | Jun. 11, 2021 USD ($) day | Oct. 31, 2022 $ / shares shares | Aug. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Jun. 30, 2021 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
Class of Warrant or Right [Line Items] | |||||||||
Common stock and preferred stock, shares authorized (in shares) | shares | 950,000,000 | ||||||||
Common stock, shares authorized (in shares) | shares | 800,000,000 | 800,000,000 | |||||||
Preferred stock, shares authorized (in shares) | shares | 150,000,000 | 150,000,000 | |||||||
Number of shares called by each warrant (in shares) | shares | 1 | ||||||||
Warrant exercise price per share (in dollars per share) | $ / shares | $ 11.50 | ||||||||
Gain (loss) revaluation of warrant liability | $ 306 | $ (434) | |||||||
Warrant liability | 115 | $ 421 | |||||||
Purchase period | 36 months | ||||||||
Issuance of common stock for commitment shares | $ 2,600 | ||||||||
Gross proceeds | $ 30,524 | $ 0 | |||||||
Private Warrant | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants outstanding (in shares) | shares | 1,137,850 | 1,137,850 | |||||||
Warrant exercise price per share (in dollars per share) | $ / shares | $ 96.96 | ||||||||
Romeo Legacy Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of warrants exercised (in shares) | shares | 250,416 | ||||||||
Registration Rights Agreement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Maximum authorized amount | $ 300,000 | ||||||||
Maximum allowable beneficial ownership (in percent) | 4.99% | ||||||||
Percentage of volume weighted average price | 97% | ||||||||
Consecutive trading days | day | 3 | ||||||||
Number of shares issued in transaction (in shares) | shares | 3,420,990 | 3,643,644 | |||||||
Consideration received on transaction | $ 8,400 | $ 27,400 | |||||||
Sale of Stock, Number Of Shares Remaining In Transaction | shares | 3,289,301 | ||||||||
Registration Rights Agreement Shares Issued For Commitment Fee | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares issued in transaction (in shares) | shares | 155,703 | ||||||||
Second Purchase Agreement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Maximum allowable beneficial ownership (in percent) | 4.99% | ||||||||
Purchase period | 36 months | ||||||||
Percentage of volume weighted average price | 97% | ||||||||
Consecutive trading days | day | 3 | ||||||||
Number of shares issued in transaction (in shares) | shares | 252,040 | 25,501,486 | |||||||
Issuance of common stock for commitment shares | $ 2,900 | ||||||||
Consideration received on transaction | $ 300,000 | $ 56,300 | |||||||
Maximum authorized amount (in shares) | shares | 29,042,827 | ||||||||
Remaining authorized amount | $ 243,700 | ||||||||
Equity Distribution Agreement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Maximum authorized amount | $ 400,000 | ||||||||
Number of shares issued in transaction (in shares) | shares | 17,020,258 | ||||||||
Consideration received on transaction | $ 31,600 | ||||||||
Gross proceeds | 32,400 | ||||||||
Fixed commission rate of gross offering proceeds of shares sold | 2.50% | ||||||||
Payments for commissions | 800 | ||||||||
Equity Distribution Agreement | Other Current Liabilities | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Accrued commission | $ 600 | $ 1,700 | |||||||
Equity Distribution Agreement | Arithmetic Average | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Price per share (in dollars per share) | $ / shares | $ 1.90 |
STOCK BASED COMPENSATION EXPE_3
STOCK BASED COMPENSATION EXPENSE - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2023 $ / shares | Sep. 30, 2022 $ / shares | Jun. 30, 2022 day milestone $ / shares | |
Time Based Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 36 months | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
RSUs | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
Market based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award vesting milestones | milestone | 3 | ||
Vesting threshold trading days | day | 20 | ||
Market based RSUs | $40 Vesting Milestone | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Target stock price per share (in dollars per share) | $ 40 | ||
Market based RSUs | $55 Vesting Milestone | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Target stock price per share (in dollars per share) | $ 55 | ||
Market based RSUs | $25 Vesting Milestone | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Target stock price per share (in dollars per share) | $ 25 | ||
2017 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Minimum | Market based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Target stock price per share (in dollars per share) | $ 25 | ||
Minimum | 2017 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise period | 1 year | ||
Maximum | Market based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Target stock price per share (in dollars per share) | $ 55 | ||
Maximum | 2017 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise period | 4 years |
STOCK BASED COMPENSATION EXPE_4
STOCK BASED COMPENSATION EXPENSE - Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Options | ||
Outstanding at beginning of period (in shares) | 22,470,585 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 156,366 | |
Cancelled (in shares) | 12,284 | |
Options at end of period (in shares) | 22,301,935 | 22,470,585 |
Vested and exercisable as of period end (in shares) | 22,301,935 | |
Weighted Average Exercise Price Per share | ||
Outstanding at beginning of period (in dollars per share) | $ 1.31 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 1.06 | |
Cancelled (in dollars per share) | 3.59 | |
Outstanding at end of period (in dollars per share) | 1.31 | $ 1.31 |
Vested and exercisable at period end (in dollars per share) | $ 1.31 | |
Weighted Average Remaining Contractual Term (Years) | ||
Outstanding | 5 years 29 days | 5 years 3 months 29 days |
Vested and exercisable as of period end | 5 years 29 days |
STOCK BASED COMPENSATION EXPE_5
STOCK BASED COMPENSATION EXPENSE - Schedule of RSUs (Details) | 3 Months Ended |
Mar. 31, 2023 shares | |
RSUs | |
Number of RSUs | |
Non-vested RSUs at beginning of period (in shares) | 19,574,800 |
Granted (in shares) | 8,457,950 |
Released (in shares) | 2,789,660 |
Cancelled (in shares) | 668,401 |
Non-vested RSUs at end of period (in shares) | 24,574,689 |
Market based RSUs | |
Number of RSUs | |
Non-vested RSUs at beginning of period (in shares) | 2,071,058 |
Granted (in shares) | 0 |
Released (in shares) | 0 |
Cancelled (in shares) | 0 |
Non-vested RSUs at end of period (in shares) | 2,071,058 |
STOCK BASED COMPENSATION EXPE_6
STOCK BASED COMPENSATION EXPENSE - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 24,548 | $ 53,528 |
Cost of revenues | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 731 | 0 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 9,086 | 8,707 |
Selling, general, and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 14,731 | $ 44,821 |
STOCK BASED COMPENSATION EXPE_7
STOCK BASED COMPENSATION EXPENSE - Unrecognized Compensation Expense (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Unrecognized Compensation Expense | |
Total unrecognized compensation expense at March 31, 2023 | $ 122,383 |
Market based RSUs | |
Unrecognized Compensation Expense | |
Market Based RSUs and RSUs | 10,927 |
RSUs | |
Unrecognized Compensation Expense | |
Market Based RSUs and RSUs | $ 111,456 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 21, 2021 USD ($) | Feb. 26, 2021 shares | Jan. 26, 2021 | Oct. 19, 2020 | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Feb. 28, 2023 payment | Dec. 31, 2022 USD ($) | Jul. 31, 2022 USD ($) payment | Jul. 31, 2020 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 14, 2022 count | Sep. 23, 2022 lawsuit | Jun. 02, 2022 supplier | Jun. 01, 2022 | Jan. 28, 2022 | Sep. 23, 2020 derivative_action | Jul. 22, 2020 USD ($) | |
Other Commitments [Line Items] | ||||||||||||||||||||
Settlement liabilities, current | $ 88,500 | $ 90,000 | $ 88,500 | |||||||||||||||||
Number of derivative actions | derivative_action | 2 | |||||||||||||||||||
Period of derivative action | 30 days | 30 days | ||||||||||||||||||
Period to file operative complaint | 14 days | |||||||||||||||||||
Defendants to submit the status report, due period | 3 days | |||||||||||||||||||
Insurance receivable acquired in Romeo Acquisition | 6,000 | 6,000 | 6,000 | |||||||||||||||||
Number of putative class action lawsuits | lawsuit | 6 | |||||||||||||||||||
Maximum potential cash payments | 10,300 | 10,300 | ||||||||||||||||||
Undiscounted lease payments on lease not yet commenced | 13,300 | 13,300 | ||||||||||||||||||
Romeo Power, Inc | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Shares transferred per share of stock warrant (in shares) | shares | 1,000,000 | |||||||||||||||||||
Right to exercise warrant purchase equivalent percentage | 1% | |||||||||||||||||||
Minimum | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Number of suppliers | supplier | 2 | |||||||||||||||||||
Maximum | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Number of suppliers | supplier | 4 | |||||||||||||||||||
FCPM license | Accrued Liabilities | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Accrued license fees | 32,600 | 32,600 | ||||||||||||||||||
Internal Review | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Litigation settlement | $ 125,000 | |||||||||||||||||||
Payments for legal settlements | 1,500 | $ 5,000 | $ 5,000 | $ 25,000 | ||||||||||||||||
Number of payments in alternative payment plan | payment | 2 | 2 | ||||||||||||||||||
Settlement liabilities, current | 88,500 | 88,500 | ||||||||||||||||||
Number of counts found guilty on securities fraud | count | 1 | |||||||||||||||||||
Number of counts found guilty on wire fraud | count | 2 | |||||||||||||||||||
Legal fees | 200 | $ 10,600 | ||||||||||||||||||
Internal Review | Forecast | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Payments for legal settlements | $ 1,500 | |||||||||||||||||||
Chelico Litigation | Romeo Power, Inc | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Settlement liabilities, current | $ 6,000 | |||||||||||||||||||
Litigation settlement, expense | $ 6,000 | |||||||||||||||||||
Insurance receivable acquired in Romeo Acquisition | $ 6,000 | $ 6,000 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss | $ (169,094) | $ (152,941) |
Less: revaluation of warrant liability | 0 | 0 |
Adjusted net loss | $ (169,094) | $ (152,941) |
Denominator: | ||
Weighted average shares outstanding, basic (in shares) | 549,689,436 | 415,152,656 |
Dilutive effect of common stock issuable from assumed exercise of warrants (in shares) | 0 | 0 |
Weighted average shares outstanding, dilutive (in shares) | 549,689,436 | 415,152,656 |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.31) | $ (0.37) |
Diluted (in dollars per share) | $ (0.31) | $ (0.37) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 30, 2022 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 83,501,459 | 57,784,874 | |||
Toggle Senior Unsecured Convertible Notes | Convertible Notes Payable | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Interest rate, stated percentage | 8% | ||||
5% Senior Convertible Notes | Convertible Notes Payable | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Interest rate, stated percentage | 5% | ||||
5% Senior Convertible Notes - Subsequent Placement | Convertible Notes Payable | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Interest rate, stated percentage | 5% | 5% | 5% | ||
Convertible Debt | Toggle Senior Unsecured Convertible Notes | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 24,123,014 | 0 | |||
Convertible Debt | 5% Senior Convertible Notes | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,292,913 | 0 | |||
Outstanding warrants | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,137,850 | 760,915 | |||
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) | 22,301,935 | 28,801,104 | |||
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) | 26,645,747 | 28,222,855 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |||||||||
May 08, 2023 | Apr. 11, 2023 | Apr. 04, 2023 | May 09, 2023 | Mar. 31, 2023 | Mar. 29, 2023 | Mar. 17, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | Jun. 30, 2022 | |
Nikola Iveco Europe GmbH | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Equity interest percentage | 50% | 50% | ||||||||
Toggle Senior Unsecured Convertible Notes | Convertible Notes Payable | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Principal amount | $ 210,939 | $ 100,000 | $ 210,939 | $ 200,000 | ||||||
Interest rate, stated percentage | 8% | |||||||||
Paid-in-kind interest rate | 11% | |||||||||
5% Senior Convertible Notes | Convertible Notes Payable | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Principal amount | $ 25,000 | $ 50,000 | ||||||||
Interest rate, stated percentage | 5% | |||||||||
Exchanged Notes | Convertible Notes Payable | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Principal amount | $ 100,000 | |||||||||
Interest rate, stated percentage | 8% | |||||||||
Paid-in-kind interest rate | 11% | |||||||||
Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued in transaction (in shares) | 59,374,999 | |||||||||
Price per share (in dollars per share) | $ 1.12 | |||||||||
Subsequent Event | Nikola Iveco Europe GmbH | Iveco | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Equity interest percentage | 50% | |||||||||
Proceeds from sale of equity method investments | $ 35,000 | |||||||||
Equity interest received on sale of equity interest investment (in shares) | 20,600,000 | |||||||||
Subsequent Event | Toggle Senior Unsecured Convertible Notes | Convertible Notes Payable | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Principal amount | $ 100,000 | |||||||||
Subsequent Event | 5% Senior Convertible Notes | Convertible Notes Payable | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Principal amount | $ 11,300 | |||||||||
Interest rate, stated percentage | 5% | 5% | ||||||||
Number of shares issued in debt conversion (in shares) | 10,555,032 | |||||||||
Subsequent Event | Exchanged Notes | Convertible Notes Payable | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Principal amount | $ 100,000 | |||||||||
Subsequent Event | Public Offering | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued in transaction (in shares) | 29,910,715 | |||||||||
Consideration received on transaction | $ 33,500 | |||||||||
Subsequent Event | Over-Allotment Option | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued in transaction (in shares) | 4,486,607 | |||||||||
Term to purchase shares issued in transaction | 30 days | |||||||||
Subsequent Event | Direct Offering | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Consideration received on transaction | 66,500 | |||||||||
Authorized amount | $ 100,000 |