Cover
Cover | 12 Months Ended | |
Aug. 11, 2023 | Dec. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 8-K | Other |
Document Period End Date | Aug. 11, 2023 | |
Entity File Number | 001-38495 | |
Entity Registrant Name | Nikola Corporation | Nikola Corporation |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-4151153 | |
Entity Address, Address Line One | 4141 E Broadway Road | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85040 | |
City Area Code | 480 | |
Local Phone Number | 666-1038 | |
Entity Emerging Growth Company | false | |
Entity Central Index Key | 0001731289 | 0001731289 |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | false |
Written Communications | false | |
Soliciting Material | false | |
Pre-commencement Tender Offer | false | |
Pre-commencement Issuer Tender Offer | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Phoenix, Arizona |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 225,850 | $ 497,241 |
Restricted cash and cash equivalents—current | 10,600 | 0 |
Accounts receivable, net | 31,638 | 0 |
Inventory | 111,870 | 11,597 |
Prepaid expenses and other current assets | 27,943 | 15,891 |
Total current assets | 436,926 | 524,729 |
Restricted cash and cash equivalents | 77,459 | 25,000 |
Long-term deposits | 34,279 | 27,620 |
Property, plant and equipment, net | 417,785 | 244,377 |
Intangible assets, net | 92,473 | 97,181 |
Investment in affiliates | 62,816 | 61,778 |
Goodwill | 6,688 | 5,238 |
Other assets | 8,107 | 3,896 |
Total assets | 1,236,658 | 989,819 |
Current liabilities | ||
Accounts payable | 93,242 | 86,982 |
Accrued expenses and other current liabilities | 179,571 | 93,487 |
Debt and finance lease liabilities, current (including $50.0 million and zero measured at fair value, respectively) | 61,675 | 140 |
Total current liabilities | 383,590 | 180,609 |
Long-term debt and finance lease liabilities, net of current portion | 290,128 | 25,047 |
Operating lease liabilities | 6,091 | 2,263 |
Warrant liability | 381 | 4,284 |
Other long-term liabilities | 6,303 | 84,033 |
Deferred tax liabilities, net | 15 | 11 |
Total liabilities | 710,179 | 296,247 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of December 31, 2022 and 2021 | 0 | 0 |
Common stock, $0.0001 par value, 800,000,000 and 600,000,000 shares authorized as of December 31, 2022 and 2021, respectively, 512,935,485 and 413,340,550 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 51 | 41 |
Additional paid-in capital | 2,562,855 | 1,944,341 |
Accumulated deficit | (2,034,850) | (1,250,612) |
Accumulated other comprehensive income (loss) | (1,577) | (198) |
Total stockholders' equity | 526,479 | 693,572 |
Total liabilities and stockholders' equity | $ 1,236,658 | $ 989,819 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Debt and finance lease liabilities, current measured at fair value | $ 50,000,000 | $ 0 |
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 | 600,000,000 |
Common stock, shares issued (in shares) | 512,935,485 | 413,340,550 |
Common stock, shares outstanding (in shares) | 512,935,485 | 413,340,550 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | |||
Revenue | $ 49,725,000 | $ 0 | $ 95,000 |
Cost of revenues: | |||
Cost of revenues | 135,694,000 | 0 | 72,000 |
Gross profit (loss) | (85,969,000) | 0 | 23,000 |
Net loss | (784,238,000) | (690,438,000) | (370,866,000) |
Operating expenses: | |||
Research and development | 270,480,000 | 292,951,000 | 185,619,000 |
Selling, general and administrative | 346,186,000 | 400,575,000 | 182,724,000 |
Impairment expense | 0 | 0 | 14,415,000 |
Total operating expenses | 616,666,000 | 693,526,000 | 382,758,000 |
Loss from operations | (702,635,000) | (693,526,000) | (382,735,000) |
Other income (expense): | |||
Interest income (expense), net | (17,712,000) | (481,000) | 202,000 |
Loss on forward contract liability | 0 | 0 | (1,324,000) |
Revaluation of warrant liability | 3,903,000 | 3,051,000 | 13,448,000 |
Other income (expense), net | (1,023,000) | 4,102,000 | (846,000) |
Loss before income taxes and equity in net loss of affiliates | (717,467,000) | (686,854,000) | (371,255,000) |
Income tax expense (benefit) | 6,000 | 4,000 | (1,026,000) |
Loss before equity in net loss of affiliates | (717,473,000) | (686,858,000) | (370,229,000) |
Equity in net loss of affiliates | (20,665,000) | (3,580,000) | (637,000) |
Net loss from continuing operations | (784,238,000) | (690,438,000) | (370,866,000) |
Premium paid on repurchase of redeemable convertible preferred stock | 0 | 0 | (13,407,000) |
Net loss attributable to common stockholders | (784,238,000) | (690,438,000) | (384,273,000) |
Net loss from discontinued operations | (46,100,000) | ||
Net loss | $ (738,138,000) | $ (690,438,000) | $ (370,866,000) |
Basic net loss per share: | |||
Basic (in dollars per share) | $ (1.67) | $ (1.73) | $ (1.11) |
Diluted (in dollars per share) | $ (0.11) | $ 0 | $ 0 |
Basic | |||
Basic (in shares) | 441,800,499 | 398,655,081 | 335,325,271 |
Diluted (in shares) | 441,800,499 | 398,784,392 | 335,831,033 |
Truck sales | |||
Revenues: | |||
Revenue | $ 45,931,000 | $ 0 | $ 0 |
Cost of revenues: | |||
Cost of revenues | 132,556,000 | 0 | 0 |
Service and other | |||
Revenues: | |||
Revenue | 3,794,000 | 0 | 95,000 |
Cost of revenues: | |||
Cost of revenues | $ 3,138,000 | $ 0 | $ 72,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (784,238) | $ (690,438) | $ (370,866) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment, net of tax | (1,379) | (437) | 239 |
Comprehensive loss | $ (785,617) | $ (690,875) | $ (370,627) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Previously Reported | Revision of Prior Period, Adjustment | Registration Rights Agreement | Equity Distribution Agreement | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Common Stock Previously Reported | Common Stock Revision of Prior Period, Adjustment | Common Stock Registration Rights Agreement | Common Stock Equity Distribution Agreement | Additional Paid-in Capital | Additional Paid-in Capital Previously Reported | Additional Paid-in Capital Revision of Prior Period, Adjustment | Additional Paid-in Capital Registration Rights Agreement | Additional Paid-in Capital Equity Distribution Agreement | Accumulated Deficit | Accumulated Deficit Previously Reported | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Previously Reported | |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 82,297,742 | (82,297,742) | ||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ 383,987 | $ (383,987) | ||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 0 | |||||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | $ 0 | |||||||||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 270,826,092 | 60,167,334 | 210,658,758 | |||||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | 195,508 | $ (188,479) | $ 383,987 | $ (828) | $ 27 | $ 1 | $ 26 | $ 383,961 | $ 0 | $ 383,961 | $ (188,480) | $ (188,480) | $ (828) | $ 0 | $ 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Stock issued (in shares) | [1] | 6,581,340 | ||||||||||||||||||||
Issuance of stock | [1] | 56,250 | $ 1 | 56,249 | ||||||||||||||||||
Issuance of stock for in-kind contribution (in shares) | [1] | 9,443,353 | ||||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in kind contribution | [1] | 91,999 | $ 1 | 91,998 | ||||||||||||||||||
Business Combination and PIPE financing (in shares) | 72,272,942 | |||||||||||||||||||||
Business Combination and PIPE financing | $ 594,522 | $ 7 | 594,515 | |||||||||||||||||||
Exercise of stock options (in shares) | 8,716,423 | 8,716,423 | ||||||||||||||||||||
Exercise of stock options | $ 9,863 | 9,863 | ||||||||||||||||||||
Issuance of shares for RSU awards (in shares) | 194,306 | |||||||||||||||||||||
Stock-based compensation | $ 137,991 | 137,991 | ||||||||||||||||||||
Common stock issued for warrants exercised (in shares) | 23,006,891 | |||||||||||||||||||||
Common stock issued for warrants exercised | 265,463 | $ 3 | 265,460 | |||||||||||||||||||
Net loss | (370,866) | (370,866) | ||||||||||||||||||||
Other comprehensive income (loss) | 239 | 239 | ||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 391,041,347 | |||||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | $ 980,141 | $ 39 | 1,540,037 | (560,174) | 239 | |||||||||||||||||
Balance at beginning of period (in shares) at Jun. 02, 2020 | 151,831,441 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Business Combination and PIPE financing (in shares) | 72,272,942 | |||||||||||||||||||||
Balance at end of period (in shares) at Jun. 03, 2020 | 360,904,478 | |||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 0 | |||||||||||||||||||||
Balance at end of period at Dec. 31, 2021 | $ 0 | |||||||||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 391,041,347 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Stock issued (in shares) | 14,213,498 | |||||||||||||||||||||
Issuance of stock | $ 163,788 | $ 1 | 163,787 | |||||||||||||||||||
Exercise of stock options (in shares) | 3,472,267 | 3,472,267 | ||||||||||||||||||||
Exercise of stock options | $ 4,572 | $ 1 | 4,571 | |||||||||||||||||||
Issuance of shares for RSU awards (in shares) | 2,523,328 | |||||||||||||||||||||
Common stock issued for commitment shares (in shares) | 407,743 | |||||||||||||||||||||
Common stock issued for commitment shares | 5,564 | 5,564 | ||||||||||||||||||||
Common stock issued for acquisition (in shares) | 1,682,367 | |||||||||||||||||||||
Common stock issued for acquisition | 19,139 | 19,139 | ||||||||||||||||||||
Reclassification from mezzanine equity to equity after elimination of put right | 5,532 | 5,532 | ||||||||||||||||||||
Stock-based compensation | 205,711 | 205,711 | ||||||||||||||||||||
Net loss | (690,438) | (690,438) | ||||||||||||||||||||
Other comprehensive income (loss) | $ (437) | (437) | ||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 413,340,550 | 413,340,550 | ||||||||||||||||||||
Balance at end of period at Dec. 31, 2021 | $ 693,572 | $ 41 | 1,944,341 | (1,250,612) | (198) | |||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2022 | 0 | |||||||||||||||||||||
Balance at end of period at Dec. 31, 2022 | $ 0 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Stock issued (in shares) | 17,248,244 | 45,324,227 | ||||||||||||||||||||
Issuance of stock | $ 123,672 | $ 163,462 | $ 2 | $ 5 | $ 123,670 | $ 163,457 | ||||||||||||||||
Exercise of stock options (in shares) | 6,424,780 | 6,424,780 | ||||||||||||||||||||
Exercise of stock options | $ 7,105 | $ 1 | 7,104 | |||||||||||||||||||
Issuance of shares for RSU awards (in shares) | 8,527,456 | |||||||||||||||||||||
Common stock issued for acquisition (in shares) | 22,070,228 | |||||||||||||||||||||
Common stock issued for acquisition | 67,535 | $ 2 | 67,533 | |||||||||||||||||||
Fair value of vested portion of Romeo stock awards | 1,345 | 1,345 | ||||||||||||||||||||
Stock-based compensation | 255,405 | 255,405 | ||||||||||||||||||||
Net loss | (784,238) | (784,238) | ||||||||||||||||||||
Other comprehensive income (loss) | $ (1,379) | (1,379) | ||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2022 | 512,935,485 | 512,935,485 | ||||||||||||||||||||
Balance at end of period at Dec. 31, 2022 | $ 526,479 | $ 51 | $ 2,562,855 | $ (2,034,850) | $ (1,577) | |||||||||||||||||
[1]Issuance of redeemable convertible preferred stock and convertible preferred stock warrants have been retroactively restated to give effect to the recapitalization transaction. |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Payments of stock issuance costs | $ 8,403 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net loss | $ (784,238) | $ (690,438) | $ (370,866) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | |||
Depreciation and amortization | 22,765 | 8,231 | 6,008 |
Stock-based compensation | 252,445 | 205,711 | 137,991 |
Non-cash in-kind services | 0 | 46,271 | 45,729 |
Loss on forward contract liability | 0 | 0 | 1,324 |
Impairment expense | 0 | 0 | 14,415 |
Equity in net loss of affiliates | 20,665 | 3,580 | 637 |
Revaluation of financial instruments | (174) | (3,051) | (13,448) |
Issuance of common stock for commitment shares | 0 | 5,564 | 0 |
Inventory write-downs | 19,705 | 4,927 | 0 |
Non-cash interest expense | 15,481 | 0 | 0 |
Other non-cash activity | 873 | 1,626 | (1,063) |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (31,638) | 0 | 0 |
Inventory | (141,168) | (17,412) | 0 |
Prepaid expenses and other current assets | (27,681) | (10,967) | (928) |
Other assets | (912) | (1,216) | 0 |
Accounts payable, accrued expenses and other current liabilities | 29,669 | 96,144 | 29,668 |
Long-term deposits | (4,306) | (4,721) | 0 |
Operating lease liabilities | (843) | (50) | 0 |
Other long-term liabilities | 1,694 | 48,647 | 0 |
Net cash used in operating activities | (581,563) | (307,154) | (150,533) |
Cash flows from investing activities | |||
Purchases and deposits for property, plant and equipment | (168,257) | (179,269) | (22,324) |
Investments in affiliates | (23,027) | (25,000) | (8,817) |
Issuance of senior secured note receivable and prepaid acquisition-related consideration | (27,791) | 0 | 0 |
Settlement of Price Differentials | (6,588) | (3,412) | 0 |
Proceeds from sale of equipment | 18 | 200 | 0 |
Net cash used in investing activities | (225,645) | (207,481) | (31,141) |
Cash flows from financing activities | |||
Proceeds from issuance of Series D redeemable convertible preferred stock, net of issuance costs paid | 0 | 0 | 50,349 |
Business Combination and PIPE financing, net of issuance costs paid | 0 | 0 | 616,726 |
Proceeds from the exercise of stock options | 6,867 | 4,785 | 9,650 |
Proceeds from the exercise of stock warrants, net of issuance costs paid | 0 | 0 | 264,548 |
Proceeds from issuance of shares under the Tumim Purchase Agreement | 123,672 | 163,788 | 0 |
Proceeds from issuance of Convertible Notes, net of discount and issuance costs | 233,214 | 0 | 0 |
Proceeds from issuance of common stock under Equity Distribution Agreement, net of commissions paid | 165,143 | 0 | 0 |
Proceeds from issuance of debt, promissory notes and notes payable, net of issuance costs | 54,000 | 24,632 | 4,134 |
Proceeds from issuance of financing obligations, net of issuance costs | 44,823 | 0 | 0 |
Proceeds from insurance premium financing | 6,637 | 0 | 0 |
Repayment of debt, promissory notes and notes payable | (30,526) | (4,100) | (4,134) |
Payments on insurance premium financing | (4,638) | 0 | 0 |
Payments on finance lease liabilities and financing obligation | (316) | (863) | (1,042) |
Other financing activities | 0 | (644) | 889 |
Net cash provided by financing activities | 598,876 | 187,598 | 941,120 |
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | (208,332) | (327,037) | 759,446 |
Cash and cash equivalents, including restricted cash and cash equivalents, beginning of period | 522,241 | 849,278 | 89,832 |
Cash and cash equivalents, including restricted cash and cash equivalents, end of period | 313,909 | 522,241 | 849,278 |
Supplemental cash flow disclosures: | |||
Cash paid for interest | 4,097 | 797 | 884 |
Cash interest received | 1,449 | 512 | 703 |
Supplemental noncash investing and financing activities: | |||
Net assets acquired in Romeo Acquisition | 77,137 | 0 | 0 |
Purchases of property, plant and equipment included in liabilities | 34,946 | 27,510 | 6,751 |
Toggle Unsecured Convertible Notes issued for paid in kind interest | 10,939 | 0 | 0 |
Accrued PIK interest | 1,998 | 0 | 0 |
Accrued commissions under Equity Distribution Agreement | 1,681 | 0 | 0 |
Embedded derivative asset bifurcated from Convertible Notes | 1,500 | 0 | 0 |
Non-cash prepaid in-kind services | 0 | 0 | 46,271 |
Accrued Business Combination and PIPE transaction costs | 0 | 0 | 285 |
Net liabilities assumed from VectoIQ | 0 | 0 | 21,919 |
Settlement of forward contract liability | 0 | 0 | 1,324 |
Stock option proceeds receivable | 238 | 0 | 213 |
Leased assets obtained in exchange for new finance lease liabilities | 1,547 | 646 | 0 |
Common stock issued for commitment shares | 0 | 5,564 | 0 |
Common stock issued for investments in affiliates, including common stock with embedded put right | 0 | 32,376 | 0 |
Acquired intangible assets included in liabilities | $ 0 | $ 47,181 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
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 ("BEV") and hydrogen-electric vehicles ("FCEV") and energy infrastructure solutions. On June 3, 2020 (the "Closing Date"), VectoIQ Acquisition Corp. ("VectoIQ"), consummated the previously announced merger pursuant to the Business Combination Agreement, dated March 2, 2020 (the "Business Combination Agreement"), by and among VectoIQ, VCTIQ Merger Sub Corp., a wholly-owned subsidiary of VectoIQ incorporated in the State of Delaware ("Merger Sub"), and Nikola Corporation, a Delaware corporation ("Legacy Nikola"). Pursuant to the terms of the Business Combination Agreement, a business combination between the Company and Legacy Nikola was effected through the merger of Merger Sub with and into Legacy Nikola, with Legacy Nikola surviving as the surviving company and as a wholly-owned subsidiary of VectoIQ (the "Business Combination"). On the Closing Date, and in connection with the closing of the Business Combination, VectoIQ changed its name to Nikola Corporation. Legacy Nikola was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification ("ASC") 805. This determination was primarily based on Legacy Nikola's stockholders prior to the Business Combination having a majority of the voting interests in the combined company, Legacy Nikola's operations comprising the ongoing operations of the combined company, Legacy Nikola's board of directors comprising a majority of the board of directors of the combined company, and Legacy Nikola's senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Nikola issuing stock for the net assets of VectoIQ, accompanied by a recapitalization. The net assets of VectoIQ are stated at historical cost, with no goodwill or other intangible assets recorded. While VectoIQ was the legal acquirer in the Business Combination, because Legacy Nikola was deemed the accounting acquirer, the historical financial statements of Legacy Nikola became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy Nikola prior to the Business Combination; (ii) the combined results of the Company and Legacy Nikola following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Nikola at their historical cost; and (iv) the Company’s equity structure for all periods presented. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company's common stock, $0.0001 par value per share issued to Legacy Nikola's stockholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Nikola redeemable convertible preferred stock and Legacy Nikola common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. Activity within the statement of stockholders' equity for the issuances and repurchases of Legacy Nikola's redeemable convertible preferred stock, were also retroactively converted to Legacy Nikola common stock. 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 Combination . On June 30, 2023, pursuant to a general assignment (the “Assignment”), the Company transferred ownership of all of Romeo’s right, title and interest in and to all of its tangible and intangible assets, subject to certain agreed upon exclusions (collectively, the “Assets”) to SG Service Co., LLC, in its sole and limited capacity as Assignee for the Benefit of Creditors of Romeo (“Assignee”), and also designated Assignee to act as the assignee for the benefit of creditors of Romeo, such that, as of June 30, 2023, Assignee succeeded to all of Romeo’s right, title and interest in and to the Assets. The results of operations for the year ended December 31, 2022 have been retroactively adjusted to reflect Romeo as a discontinued operation. See Note 12, Discontinued Operations , for additional information. All references made to financial data in this Exhibit 99.1 to the Current Report on Form 8-K are related to the Company's continuing operations, unless otherwise specifically noted. (b) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") and pursuant to the regulations of the U.S. Securities and Exchange Commission ("SEC"). Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. All dollar amounts are in thousands, unless otherwise noted. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. (c) Funding Risks and Going Concern In accordance with the 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 Citi Global Markets, Inc., as sales agent, (see Note 10, Capital Structure ), the second common stock purchase agreement with Tumim Stone Capital LLC (see Note 10, 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 9, Debt and Finance Lease Liabilities ). However, the ability to access the equity distribution agreement and second common stock purchase agreement are dependent on the Company’s common stock trading volumes and the market price of the Company’s common stock, which 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. (b) Comprehensive Loss Comprehensive loss represents the net loss for the period adjusted for other comprehensive income (loss). Other comprehensive income (loss) is comprised of currency translation adjustments relating to the Company's subsidiaries and equity method investments, whose functional currency is not the U.S. dollar. (c) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. Th e Company's most significant estimates and judgments involve valuation of the Company's stock-based compensation, including the fair value of common stock and market-based restricted stock units, assignment of fair value and allocation of purchase price in connection with the Romeo Acquisition, the valuations of warrant liabilities, derivative liabilities, the Put Right, Price Differential and redeemable convertible preferred stock tranche liability, estimates related to the Company's lease assumptions, contingent liabilities, including litigation reserves, warranty reserves and inventory valuation. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. (d) Segment Information Under ASC 280, Segment Reporting , operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker ("CODM"), in deciding how to allocate resources and in assessing performance. The Company has two components, the Truck business unit and Energy business unit. The Truck business unit is manufacturing and selling BEV trucks and developing and commercializing FCEV trucks that provide, or are expected to provide, environmentally friendly, cost effective solutions to the trucking sector. The Energy business unit is developing and constructing a network of hydrogen fueling stations to meet hydrogen fuel demand for the Company's customers. The Company's chief executive officer, who is also the CODM, makes decisions and manages the Company's operations as a single operating and reportable segment for purposes of allocating resources and evaluating financial performance. (e) Accounts Receivable, net Accounts receivable, net, are reported at the invoiced amount, less an allowance for potential uncollectible amounts. The Company had no allowance for uncollectible amounts as of December 31, 2022 and 2021. (f) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, restricted cash and cash equivalents, and accounts receivable. The Company's cash is placed with high-credit-quality financial institutions and issuers, and at times exceeds federally insured limits. The Company has not experienced any credit loss relating to its cash equivalents and accounts receivable. (g) Concentration of Supplier Risk The Company is subject to risks related to its dependence on suppliers as some of the components and technologies used in the Company’s products are produced by a limited number of sources or contract manufacturers. The inability of these suppliers to deliver necessary components in a timely manner, at prices and quantities acceptable to the Company may cause the Company to incur transition costs to other suppliers and could have a material and adverse impact on the Company’s business, growth and financial and operating results. (h) Concentration of Customer Risk The Company is subject to risks related to its dependence on dealers to facilitate sales to end customers. Sales to three dealers during the year ended December 31, 2022, each individually represented sales in excess of 10% of total revenue. The loss of any of these dealers, or a significant reduction in sales to any such dealer, could adversely affect our revenues. The Company continues to expand the dealer network in order to minimize the Company's sales concentration risk. (i) Cash, Cash Equivalents and Restricted Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. Additionally, the Company considers investments in money market funds with a floating net asset value to be cash equivalents. As of December 31, 2022 and 2021 the Company had $225.9 million and $497.2 million of cash and cash equivalents, which included cash equivalents of zero and $463.9 million highly liquid investments at December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company had $88.1 million and $25.0 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 9, 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 December 31, 2022 2021 2020 Cash and cash equivalents $ 225,850 $ 497,241 $ 840,913 Restricted cash and cash equivalents—current 10,600 — 4,365 Restricted cash and cash equivalents—non-current 77,459 25,000 4,000 Cash, cash equivalents and restricted cash and cash equivalents $ 313,909 $ 522,241 $ 849,278 (j) Fair Value of Financial Instruments The carrying value and fair value of the Company's financial instruments are as follows: As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets Derivative asset $ — $ — $ 170 $ 170 Liabilities Warrant liability $ — $ — $ 381 $ 381 5% Senior Unsecured Convertible Note $ — $ — $ 50,000 $ 50,000 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents—money market $ 463,867 $ — $ — $ 463,867 Liabilities Warrant liability $ — $ — $ 4,284 $ 4,284 Derivative liability $ — $ — $ 4,189 $ 4,189 Forward Contract Liability In September 2019, Legacy Nikola entered into an agreement that required Legacy Nikola to issue, and the investor to purchase, Series D redeemable convertible preferred stock at a fixed price in April 2020 (the “Forward Contract Liability”), which was accounted for as a liability. The liability was remeasured to its fair value each reporting period and at settlement, which occurred in April 2020 with the issuance of Series D redeemable convertible preferred stock. The change in fair value was recognized in other income (expense) on the consolidated statements of operations. The change in fair value of the Forward Contract Liability was as follows: Forward Contract Liability Estimated fair value at December 31, 2019 $ — Change in estimated fair value 1,324 Settlement of forward contract liability (1,324) Estimated fair value at December 31, 2020 $ — In determining the fair value of the Forward Contract Liability, estimates and assumptions impacting fair value included the estimated future value of the Company's Series D redeemable convertible preferred stock, discount rates and estimated time to liquidity. The following reflects the significant quantitative inputs used: As of April 10, 2020 Estimated future value of Series D redeemable convertible preferred stock $ 10.00 Discount rate — % Time to liquidity (years) 0 Warrant Liability As a result of the Business Combination, the Company assumed a warrant liability (the "Warrant Liability") related to previously issued private warrants in connection with VectoIQ's initial public offering. The Warrant Liability is remeasured to its fair value at each reporting period and upon settlement. The change in fair value was recognized in revaluation of warrant liability on the consolidated statements of operations. The change in fair value of the Warrant Liability is as follows: Warrant Liabilities Estimated fair value at December 31, 2019 $ — Warrant liability assumed from the Business Combination 21,698 Change in estimated fair value (13,448) Settlement of warrant liability (915) Estimated fair value at December 31, 2020 7,335 Change in fair value (3,051) Estimated fair value at December 31, 2021 4,284 Change in fair value (3,903) Estimated fair value at December 31, 2022 $ 381 The fair value of the warrants outstanding was estimated using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used: As of December 31, 2022 2021 Stock price $ 2.16 $ 9.87 Exercise price $ 11.50 $ 11.50 Remaining term (in years) 2.42 3.42 Volatility 100 % 90 % Risk-free rate 4.28 % 1.03 % Expected dividend yield — — Put Right and Price Differential derivative liabilities On June 22, 2021 (the "WVR Closing Date"), the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) with Wabash Valley Resources LLC (“WVR”) and the sellers party thereto (collectively, the “Sellers”), pursuant to which, the Company purchased a 20% equity interest in WVR in exchange for cash and the Company’s common stock (see Note 7, Investments in Affiliates ). Under the original MIPA, each Seller had a right but not the obligation, in its sole discretion, to cause the Company to purchase a portion of such Seller's shares outside the specified blackout windows, at $14.86 per share of common stock (the "Put Right") with a maximum common share repurchase of $10.0 million in aggregate. As of the WVR Closing Date, the potential cash settlement from the shares of common stock subject to the Put Right and the fair value of the embedded Put Right was recorded in temporary equity. The fair value of the Put Right, a level 3 measurement, was estimated using a Monte Carlo simulation model. The application of the Monte Carlo simulation model requires the use of a number of inputs and significant assumptions including volatility. The fair value of the Put Right was $3.2 million as of the WVR Closing Date. The following reflects the inputs and assumptions used: As of June 22, 2021 Stock price $ 17.32 Strike price $ 14.86 Volatility 95 % Risk-free rate 0.10 % On September 13, 2021, the Company entered into an Amended Membership Interest Purchase Agreement (the "Amended MIPA") with WVR and the Sellers, pursuant to which the Put Right, was removed in its entirety and replaced with the first price differential and second price differential (together the "Price Differential"). The first price differential is equal to $14.86 (the "Issue Price"), less the average closing price for shares of the Company's common stock for the 15 consecutive days immediately following September 20, 2021. The second price differential is equal to the Issue Price less the average closing price for shares of the Company's common stock for the five As a result of the Amended MIPA, the shares of common stock with the embedded Put Right were deemed modified and $13.2 million was reclassified from temporary equity to equity on the consolidated balance sheets. The Price Differential is a freestanding financial instrument and accounted for as a derivative liability. The fair value of the derivative at modification was $7.7 million and was recognized in accrued expenses and other current liabilities The derivative liability is remeasured to its fair value at each reporting period and upon settlement. In accordance with the Amended MIPA, the first price differential with the Sellers was settled in the fourth quarter of 2021 for $3.4 million and the second price differential was settled in the third quarter of 2022 for $6.6 million, eliminating the Company's derivative liability balance as of December 31, 2022. The derivative liability was remeasured at each reporting period with changes in its fair value recorded in other income (expense), net on the consolidated statements of operations. The change in fair value of the derivative liability was as follows: Derivative Liability Estimated fair value at September 13, 2021 $ 7,705 Change in estimated fair value (104) Settlement of first price differential (3,412) Estimated fair value at December 31, 2021 4,189 Change in estimated fair value 2,399 Settlement of second price differential (6,588) Estimated fair value at December 31, 2022 $ — The fair value of the derivative liability, a level 3 measurement, was estimated using a Monte Carlo simulation model as of December 31, 2021. 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: December 31, 2021 Stock Price $ 9.87 Strike Price $ 14.86 Volatility 100 % Risk-free rate 0.18 % 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 periods. 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 derivative is measured both initially and in subsequent periods at fair value, with changes in fair value recognized in other income (expense), net on the consolidated statements of operations. The fair value of the derivative asset is included in other assets on the consolidated balance sheets. The change in fair value of the derivative asset was as follows: Derivative asset Estimated fair value as of June 1, 2022 $ 1,500 Change in estimated fair value (1,330) Estimated fair value as of December 31, 2022 $ 170 The fair value of the derivative asset, a level 3 measurement, was estimated using a Monte Carlo simulation model. The application of the Monte Carlo simulation model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used: As of December 31, 2022 June 1, 2022 Stock price $ 2.16 $ 6.77 Threshold price $ 20.00 $ 20.00 Remaining term (in years) 1.92 2.50 Volatility 100 % 90 % Risk-free rate 4.39 % 2.73 % Payer cost of debt 6.22 % 4.30 % (k) 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. (l) Investments Variable Interest Entities The Company may enter into investments in entities that are considered variable interest entities ("VIE") under ASC 810, Consolidations . A VIE is an entity that has either insufficient equity to permit the entity to finance its activities without additional subordinated financial support or equity investors who lack the characteristics of a controlling financial interest. If the Company is a primary beneficiary of a VIE, it is required to consolidate the entity. To determine if the Company is the primary beneficiary of a VIE, the Company evaluates whether it has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the Company. If the Company is not the primary beneficiary and an ownership interest is held in the entity, the interest is accounted for under the equity method of accounting. The Company continuously assesses whether it is the primary beneficiary of a VIE as changes to existing relationships or future transactions may result in changing conclusions. Equity Method Investments in which the Company can exercise significant influence, but do not control, are accounted for using the equity method and are presented on the consolidated balance sheets. The Company’s share of the net earnings or losses of the investee is presented within the consolidated statements of operations. The Company evaluates its equity method investments whenever events or changes in circumstance indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. Distributions received from equity method investees are presented in the consolidated statements of cash flows based on the cumulative earnings approach, whereby distributions received from equity method investments are classified as cash flows from operations to the extent of equity earnings and then as cash flows from investing activities thereafter. Refer to Note 7, Investments in Affiliates , for further discussion. (m) Property, Plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation is generally computed on a straight-line basis over estimated useful life of the respective assets, except for tooling which is depreciated using the consumption method over the estimated productive life of the asset. The useful lives of the Company's assets are as follows: Computers 1 to 3 years Software 1 to 5 years Demo trucks 4 years Vehicles 5 years Machinery and equipment 3 to 20 years years Furniture and fixtures 7 years Leasehold improvements Shorter of useful life or lease term Tooling Based off estimated production quantity Buildings 30 to 40 years Deposits on equipment are reclassified from long-term deposits to property, plant and equipment upon receipt or transfer of title of the related equipment. (n) Leases The Company determines if an arrangement is or contains a lease at inception. This determination depends on whether the arrangement conveys the right to control the use of an explicitly or implicitly identified asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed if the Company obtains the right to direct the use of and obtains substantially all of the economic benefits from using the underlying asset. The Company classifies leases with contractual terms greater than 12 months as either operating or finance. Leases with terms of 12 months or less are not recognized as right-of-use assets or lease liabilities on the consolidated balance sheets pursuant to the short-term lease exclusion. Lease liabilities are recognized based on the present value of lease payments, reduced by lease incentives, at the lease commencement date. The Company uses an incremental borrowing rate to determine the present value of lease payments when the rate implicit in the lease is not readily determinable. The Company's incremental borrowing rate is the rate of interest that it would have to pay to borrow an amount equal to the lease payments, on a collateralized basis and in a similar economic environment over a similar term. Lease assets are recognized based on the related lease liabilities, plus any prepaid lease payments and initial direct costs from executing the leasing arrangement. The lease term includes the base, non-cancelable lease term, and any options to extend or terminate the lease when it is reasonably certain, at commencement, that the Company will exercise such options. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful life of the assets or the lease term. The interest component of a finance lease is included in interest income (expense), net on the consolidated statements of operations and recognized using the effective interest method over the lease term. Operating lease assets are amortized on a straight-line basis over the term of the lease. Leases with terms of 12 months or less at commencement are expensed over the lease term. The Company has also elected not to separate lease and non-lease components within a leasing arrangement related to the Company's existing classes of assets. Non-lease components primarily include payments for maintenance and utilities. Variable payments related to a lease are expensed as incurred. These costs often relate to payments for real estate taxes, insurance, common area maintenance, and other operating costs in addition to base rent. (o) Goodwill The Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company has determined that there is a single reporting unit for the purpose of the goodwill impairment test, which is performed annually. For purposes of assessing the impairment of goodwill, the Company performs a qualitative analysis on December 31, each year to determine if events or changes in circumstances indicate the fair value of the reporting unit is less than its carrying value. Factors considered which could trigger a further impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets, the Company's overall business strategy, and significant industry or macroeconomic trends. If the qualitative analysis indicates that the carrying value of the asset may not be recoverable based on the existence of one or more of the above indicators, recoverability is determined by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair-market value of the asset. There was no impairment of goodwill for the years ended December 31, 2022, 2021 and 2020. (p) Intangible Assets with Indefinite Useful Lives The Company's prior acquisitions resulted in value assigned to in-process R&D related to the Company's Powersports business unit. In-process R&D has an indefinite useful life until completion or abandonment of the associated R&D efforts. If abandoned, the assets would be impaired. If the activities are completed, a determination is made regarding the useful lives of the assets and the methods of amortization. The Company is required to test its in-process R&D assets for impairment annually using the guidance for indefinite-lived intangible assets. The Company's evaluation consists of first assessing qualitative factors to determine if impairment of the asset is more likely than not. If it is more likely than not that the asset is impaired, the Company determines the fair value of the in-process R&D asset and records an impairment charge if the carrying amount exceeds the fair value. During the fourth quarter of 2020, the Company ceased operations related to the Powersports business unit in order to focus on the Company's primary mission of commercial production of semi-trucks and development and construction of hydrogen fueling stations. All employees in the Powersports business unit were transferred to the Truck and Energy business units within the Company. As a result, the Company recorded impairment expense related to its in-process R&D during 2020. There were no impairments of indefinite-lived intangible assets for the years ended December 31, 2022 and 2021. See Note 6, Intangible Assets, Net , for further discussion. For intangible assets acquired in a non-monetary exchange, the estimated fair value of the shares transferred are used to establish their recorded values. (q) Long-Lived Assets and Finite Lived Intangibles The Company has finite lived intangible assets related to licenses. The Company reviews its long-lived assets and finite lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The events and circumstances the Company monitors and considers include significant decreases in the market price of similar assets, significant adverse changes to the extent and manner in which the asset is used, an adverse change in legal factors or business climate, an accumulation of costs that exceed the estimated cost to acquire or develop a similar asset, and continuing losses that exceed forecasted costs. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flow it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair value of the asset. During the fourth quarter of 2020, the Company ceased the operations of its Powersports business unit and recorded an impairment charge for certain of its long-lived assets and finite lived intangibles related to the Powersports business unit for the year ended December 31, 2020. There were no impairments of long-lived assets for the years ended December 31, 2022 and 2021. See Note 4, Balance Sheet Components , and Note 6, Intangible Assets, Net , for further discussion. (r) Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is recognized when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company's lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of December 31, 2022 and 2021. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. (s) Stock-based Compensation The Company recognizes the cost of stock-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. The Company reverses previously recognized costs for unvested awards in the period forfeitures occur. The Company determines the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield. The fair value of restricted stock unit ("RSU") awards is determined using the closing price of the Company's common stock on the grant date. The fair value of market based RSU awards ("Market Based RSUs") is determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. During the fourth quarter of 2022, the Company issued replacement awards in connection with the Romeo Acquisition in exchange for awards held by employees of Romeo who became employees of the Company. The portion of the acquiree awards that are attributable to pre-acquisition service are recognized as purchase consideration. The portion of the replacement awards attributable to post-acquisition service are recognized as compensation expense and classified in discontinued operations for the year ended December 31, 2022. See Note 11, Stock-Based Compensation Expense . (t) Warrant Liability The Company may issue common stock warrants with debt, equity or as a standalone financing instruments that are recorded as either liabilities or equity in accordance with the respective accounting guidance. Warrants recorded as equity are recorded at their relative fair value determined at the issuance date and remeasurement is not required. Warrants recorded as liabilities are recorded at their fair value, within warrant liability on the consolidated balance sheets, and remeasured on each reporting date with changes recorded in revaluation of warrant liability on the Company's consolidated statements of operations. (u) 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 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 does not offer returns on truck sales. Payment 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. Service and other revenues for the year ended December 31, 2020 were related to solar installation service projects. Solar installation projects were not related to the Company's primary operations and were concluded in 2020. (v) 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, |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Business Combination with VectoIQ On June 3, 2020, the Company and VectoIQ consummated the merger contemplated by the Business Combination Agreement, with Legacy Nikola surviving the merger as a wholly-owned subsidiary of VectoIQ. Immediately prior to the closing of the Business Combination, all shares of outstanding redeemable convertible preferred stock of Legacy Nikola were automatically converted into shares of the Company's common stock. Upon the consummation of the Business Combination, each share of Legacy Nikola common stock issued and outstanding was canceled and converted into the right to receive 1.901 shares (the "Exchange Ratio") of the Company's common stock (the "Per Share Merger Consideration"). Upon the closing of the Business Combination, VectoIQ's certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 750,000,000 shares, of which 600,000,000 shares were designated common stock, $0.0001 par value per share, and of which 150,000,000 shares were designated preferred stock, $0.0001 par value per share. In connection with the execution of the Business Combination Agreement, VectoIQ entered into separate subscription agreements (each, a "Subscription Agreement") with a number of investors (each a "Subscriber"), pursuant to which the Subscribers agreed to purchase, and VectoIQ agreed to sell to the Subscribers, an aggregate of 52,500,000 shares of the Company's common stock (the "PIPE Shares"), for a purchase price of $10.00 per share and an aggregate purchase price of $525.0 million, in a private placement pursuant to the subscription agreements (the "PIPE"). The PIPE investment closed simultaneously with the consummation of the Business Combination. Prior to the closing of the Business Combination, Legacy Nikola repurchased 2,850,930 shares of Legacy Nikola's Series B redeemable convertible preferred stock at the price of $8.77 per share for an aggregate purchase price of $25.0 million pursuant to a Series B preferred stock repurchase agreement (the "Repurchase Agreement") with Nimbus Holdings LLC ("Nimbus"). The repurchase is retrospectively adjusted in the consolidated statements of stockholders' equity to reflect the Company’s equity structure for all periods presented. Immediately following the Business Combination, pursuant to a redemption agreement, Nikola redeemed 7,000,000 shares of common stock from M&M Residual, LLC at a purchase price of $10.00 per share. See No te 8, R elated Party Transactions , for further details on the transaction. The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, VectoIQ was treated as the "acquired" company for financial reporting purposes. See Note 1, Basis of Presentation, for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Nikola issuing stock for the net assets of VectoIQ, accompanied by a recapitalization. The net assets of VectoIQ are stated at historical cost, with no goodwill or other intangible assets recorded. Prior to the Business Combination, Legacy Nikola and VectoIQ filed separate standalone federal, state and local income tax returns. As a result of the Business Combination, structured as a reverse acquisition for tax purposes, Legacy Nikola, which was renamed Nikola Subsidiary Corporation in connection with the Business Combination (f/k/a Nikola Corporation), became the parent of the consolidated filing group, with Nikola Corporation (f/k/a VectoIQ Acquisition Corp.) as a subsidiary. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the period ended December 31, 2020: Recapitalization Cash - VectoIQ's trust and cash (net of redemptions) $ 238,358 Cash - PIPE 525,000 Less: transaction costs and advisory fees paid (51,210) Less: VectoIQ loan payoff in conjunction with close (422) Less: M&M Residual redemption (70,000) Less: Nimbus repurchase (25,000) Net Business Combination and PIPE financing 616,726 Less: non-cash net liabilities assumed from VectoIQ (21,919) Less: accrued transaction costs and advisory fees (285) Net contributions from Business Combination and PIPE financing $ 594,522 The number of shares of common stock issued immediately following the consummation of the Business Combination were as follows: Number of Shares Common stock, outstanding prior to Business Combination 22,986,574 Less: redemption of VectoIQ shares (2,702) Common stock of VectoIQ 22,983,872 VectoIQ Founder Shares 6,640,000 Shares issued in PIPE 52,500,000 Less: M&M Residual redemption (7,000,000) Less: Nimbus repurchase (2,850,930) Business Combination and PIPE financing shares 72,272,942 Legacy Nikola shares (1) 288,631,536 Total shares of common stock immediately after Business Combination 360,904,478 (1) The number of Legacy Nikola shares was determined from the 151,831,441 shares of Legacy Nikola common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. All fractional shares were rounded down. Romeo Acquisition On October 14, 2022, the Company completed the Romeo Acquisition. Under the terms of the acquisition, the Company acquired each 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 for each outstanding share of Romeo Common Stock, 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 daily 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. Refer to Note 11, Stock-Based Compensation . 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 include the assets and liabilities of Romeo, which have been 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. As of and for the year ended December 31, 2022, the assets and liabilities of Romeo are reported as subject to assignment for the benefit of creditors and its operating results reported as discontinued operations. R efer to Note 12, Discontinued Operations , for additional information. The Company incurred transaction expenses of approximately $7.3 million (excluding $7.3 million associated with discontinued operations) for the year ended December 31, 2022, which are recognized in selling, general and administrative expense on the Company's consolidated statements of operations. Supplemental pro forma information The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the years ended December 31, 2022 and 2021 as if the acquisition of Romeo had occurred on January 1, 2021. 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, 2021. 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 year ended December 31, 2022 2021 Total revenues $ 55,985 $ 6,621 Net loss (963,939) (699,928) Net loss attributable to common shareholders (963,939) (699,928) Net loss per share attributable to common shareholders: Basic $ (2.10) $ (1.66) Diluted $ (2.10) $ (1.67) 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, 2021 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; • a reduction in expenses for the year ended December 31, 2022 and a corresponding increase in the year ended December 31, 2021 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, 2021; |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Inventory Inventory consisted of the following at December 31, 2022 and 2021, respectively: As of December 31, 2022 2021 Raw materials $ 52,442 $ 7,344 Work-in-process 9,646 4,253 Finished goods 47,677 — Service parts 2,105 — Total inventory $ 111,870 $ 11,597 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at December 31, 2022 and 2021, respectively: As of December 31, 2022 2021 Prepaid expenses $ 6,763 $ 5,116 Non-trade receivables 6,064 2,717 Headquarters sale agreement receivable 5,487 — Deposits 3,917 5,615 Prepaid insurance premiums 3,611 — Deferred implementation costs 2,101 2,443 Total prepaid expenses and other current assets $ 27,943 $ 15,891 Deferred implementation costs The capitalized costs are amortized on a straight-line basis over the estimated useful life of the related software. During the second quarter of 2022, the Company re-assessed the estimated useful life of its existing enterprise resource planning system as a result of a new system implementation, resulting in a shorter useful life and prospective change in amortization. The Company recorded $2.8 million of amortization expense on the consolidated statements of operations for the year ended December 31, 2022, related to deferred implementation costs. Amortization expense during the years ended December 31, 2021 and 2020 were immaterial. Non-trade receivables For the year ended December 31, 2022 and 2021, the Company recognized government grant income totaling $1.2 million and $2.4 million, respectively, in connection with the Arizona Qualified Facility Tax Credit (“QFTC”). As GAAP does not contain authoritative accounting standards on this topic, the Company accounted for the QFTC by analogy to International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance. Under IAS 20, the grant is recognized on a systematic basis over the periods in which the qualifying expenses are incurred when it is determined that receipt of the grant is no longer contingent. As of December 31, 2022 and 2021, the Company recognized $1.2 million and $1.2 million in prepaid expenses and other current assets other assets Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following at December 31, 2022 and 2021, respectively: As of December 31, 2022 2021 Construction-in-progress $ 209,187 $ 103,515 Buildings 127,797 100,391 Equipment 35,257 24,875 Land 24,762 3,957 Tooling 17,693 11,676 Demo vehicles 15,215 888 Software 8,568 7,562 Other 3,501 3,011 Leasehold improvements 2,953 2,883 Finance lease assets 2,193 646 Furniture and fixtures 1,492 1,480 Property, plant and equipment, gross 448,618 260,884 Less: accumulated depreciation and amortization (30,833) (16,507) Total property, plant and equipment, net $ 417,785 $ 244,377 Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $14.4 million, $8.2 million and $6.0 million, respectively. Construction-in-progress on the Company's consolidated balance sheets as of December 31, 2022 relates primarily to the continued expansion of the Company's manufacturing plant in Coolidge, Arizona, development of hydrogen infrastructure, and build-out of the Company's headquarters and R&D facility in Phoenix, Arizona. For the year ended December 31, 2020, the Company expensed $2.0 million of construction-in-progress and machinery and equipment, net of accumulated depreciation, to impairment expense on the consolidated statements of operations. These assets were related to the Powersports business unit whose operations ceased in the fourth quarter of 2020. The Company had no impairment expense for the years ended December 31, 2022 and 2021. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at December 31, 2022 and 2021, respectively: As of December 31, 2022 2021 Settlement liability $ 90,000 $ 50,000 Accrued purchase of intangible asset 32,126 11,344 Inventory received not yet invoiced 18,167 8,253 Supply agreement revision commitment 10,000 — Accrued payroll and payroll related expenses 8,298 2,521 Accrued outsourced engineering services 8,056 1,134 Accrued purchases of property, plant and equipment 3,587 2,817 Other accrued expenses 2,152 7,090 Accrued legal expenses 2,041 5,664 Operating lease liabilities, current 1,979 475 Accrued Equity Distribution Agreement Fees 1,681 — Warranty liability, current 1,484 — Derivative liability — 4,189 Total accrued expenses and other current liabilities $ 179,571 $ 93,487 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES As of December 31, 2022 the Company leased land in Colton, California related to the development of hydrogen infrastructure, buildings for warehousing and office space in Arizona and in California, and equipment under noncancellable operating and finance leases expiring at various dates t hrough February 2035. The Company's leases as of December 31, 2022, do not contain options to renew that the Company has deemed reasonably certain to exercise. Th e Company's lease agreements do not contain material residual value guarantees or material restrictive covenants. In February 2018, the Company entered into a non-cancellable lease agreement and purchase option for its headquarters and R&D facility in Phoenix, Arizona. The lease commenced in September 2018, with a term of 11.75 years. During the third quarter of 2021, the Company issued a notice indicating its intent to exercise the purchase option for $25.1 million. As of the issuance of the notice, the lease liability was remeasured resulting in a $10.5 million remeasurement adjustment to the lease liability and a corresponding increase to the finance lease asset. During the fourth quarter of 2021, the purchase of the headquarters and R&D facility closed resulting in the derecognition of the related finance lease liability balance of $24.7 million and reclassification of the finance lease asset balance to buildings. The purchase was financed with the issuance of a $25.0 million Promissory Note. During the second quarter of 2022, the Company sold the land and property related to the Company's headquarters for a purchase price of $52.5 million, and executed a concurrent lease back of the land and property, refer to Note 9, Debt and Finance Lease Liabilities . The following table summarizes the effects of finance and operating lease costs on the Company's continuing operations in the consolidated statements of operations for the year ended December 31, 2022: Consolidated Statements of Operations Caption Year Ended December 31, 2022 2021 2020 Operating lease cost: Lease cost Research and development and Selling, general and administrative $ 1,182 $ 130 $ — Variable lease cost (1) Research and development and Selling, general and administrative 212 26 — Total operating lease cost 1,394 156 — Short-term lease cost Research and development and Selling, general and administrative 1,744 1,155 19 Finance lease cost: Amortization of right of use assets Research and development and Selling, general and administrative 342 2,758 3,312 Interest on lease liabilities Interest income (expense), net 44 789 782 Variable lease cost (1) Research and development and Selling, general and administrative 55 738 744 Total finance lease cost 441 4,285 4,838 Total lease cost $ 3,579 $ 5,596 $ 4,857 (1) Variable lease costs were not included in the measurement of the operating and finance lease liabilities and primarily include property taxes, property insurance and common area maintenance expenses. Supplemental balance sheet information related to leases is as follows: Classification As of December 31, 2022 2021 Assets Finance lease assets, net Property, plant and equipment, net $ 1,774 $ 570 Operating lease assets Other assets 7,936 2,681 Total lease assets $ 9,710 $ 3,251 Liabilities Current: Finance lease liabilities Debt and finance lease liabilities, current $ 367 $ 140 Operating lease liabilities Accrued expenses and other current liabilities 1,979 475 Non-current: Finance lease liabilities Long-term debt and finance lease liabilities, net of current portion 818 408 Operating lease liabilities Operating lease liabilities 6,091 2,263 Total lease liabilities $ 9,255 $ 3,286 As of December 31, 2022 2021 Weighted average remaining lease term (years) Finance leases 4.23 3.91 Operating leases 5.98 4.81 Weighted average discount rate Finance leases 4.94 % 4.69 % Operating leases 5.92 % 4.00 % Supplemental cash flow information related to leases is as follows: As of December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow for finance leases $ 44 $ 789 Operating cash flow for operating leases 1,102 72 Leased assets obtained in exchange for lease liabilities Finance leases $ 1,547 $ 646 Operating leases 6,176 2,788 Maturities of the Company's lease liabilities are as follows: Years Ended December 31, Finance leases Operating leases Total 2023 $ 409 $ 2,396 $ 2,805 2024 434 1,992 2,426 2025 186 1,130 1,316 2026 88 1,120 1,208 2027 36 520 556 Thereafter 181 2,664 2,845 Total lease payments $ 1,334 $ 9,822 $ 11,156 Less: imputed interest 149 1,752 1,901 Total lease liabilities $ 1,185 $ 8,070 $ 9,255 Less: current portion 367 1,979 2,346 Long-term lease liabilities $ 818 $ 6,091 $ 6,909 |
LEASES | LEASES As of December 31, 2022 the Company leased land in Colton, California related to the development of hydrogen infrastructure, buildings for warehousing and office space in Arizona and in California, and equipment under noncancellable operating and finance leases expiring at various dates t hrough February 2035. The Company's leases as of December 31, 2022, do not contain options to renew that the Company has deemed reasonably certain to exercise. Th e Company's lease agreements do not contain material residual value guarantees or material restrictive covenants. In February 2018, the Company entered into a non-cancellable lease agreement and purchase option for its headquarters and R&D facility in Phoenix, Arizona. The lease commenced in September 2018, with a term of 11.75 years. During the third quarter of 2021, the Company issued a notice indicating its intent to exercise the purchase option for $25.1 million. As of the issuance of the notice, the lease liability was remeasured resulting in a $10.5 million remeasurement adjustment to the lease liability and a corresponding increase to the finance lease asset. During the fourth quarter of 2021, the purchase of the headquarters and R&D facility closed resulting in the derecognition of the related finance lease liability balance of $24.7 million and reclassification of the finance lease asset balance to buildings. The purchase was financed with the issuance of a $25.0 million Promissory Note. During the second quarter of 2022, the Company sold the land and property related to the Company's headquarters for a purchase price of $52.5 million, and executed a concurrent lease back of the land and property, refer to Note 9, Debt and Finance Lease Liabilities . The following table summarizes the effects of finance and operating lease costs on the Company's continuing operations in the consolidated statements of operations for the year ended December 31, 2022: Consolidated Statements of Operations Caption Year Ended December 31, 2022 2021 2020 Operating lease cost: Lease cost Research and development and Selling, general and administrative $ 1,182 $ 130 $ — Variable lease cost (1) Research and development and Selling, general and administrative 212 26 — Total operating lease cost 1,394 156 — Short-term lease cost Research and development and Selling, general and administrative 1,744 1,155 19 Finance lease cost: Amortization of right of use assets Research and development and Selling, general and administrative 342 2,758 3,312 Interest on lease liabilities Interest income (expense), net 44 789 782 Variable lease cost (1) Research and development and Selling, general and administrative 55 738 744 Total finance lease cost 441 4,285 4,838 Total lease cost $ 3,579 $ 5,596 $ 4,857 (1) Variable lease costs were not included in the measurement of the operating and finance lease liabilities and primarily include property taxes, property insurance and common area maintenance expenses. Supplemental balance sheet information related to leases is as follows: Classification As of December 31, 2022 2021 Assets Finance lease assets, net Property, plant and equipment, net $ 1,774 $ 570 Operating lease assets Other assets 7,936 2,681 Total lease assets $ 9,710 $ 3,251 Liabilities Current: Finance lease liabilities Debt and finance lease liabilities, current $ 367 $ 140 Operating lease liabilities Accrued expenses and other current liabilities 1,979 475 Non-current: Finance lease liabilities Long-term debt and finance lease liabilities, net of current portion 818 408 Operating lease liabilities Operating lease liabilities 6,091 2,263 Total lease liabilities $ 9,255 $ 3,286 As of December 31, 2022 2021 Weighted average remaining lease term (years) Finance leases 4.23 3.91 Operating leases 5.98 4.81 Weighted average discount rate Finance leases 4.94 % 4.69 % Operating leases 5.92 % 4.00 % Supplemental cash flow information related to leases is as follows: As of December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow for finance leases $ 44 $ 789 Operating cash flow for operating leases 1,102 72 Leased assets obtained in exchange for lease liabilities Finance leases $ 1,547 $ 646 Operating leases 6,176 2,788 Maturities of the Company's lease liabilities are as follows: Years Ended December 31, Finance leases Operating leases Total 2023 $ 409 $ 2,396 $ 2,805 2024 434 1,992 2,426 2025 186 1,130 1,316 2026 88 1,120 1,208 2027 36 520 556 Thereafter 181 2,664 2,845 Total lease payments $ 1,334 $ 9,822 $ 11,156 Less: imputed interest 149 1,752 1,901 Total lease liabilities $ 1,185 $ 8,070 $ 9,255 Less: current portion 367 1,979 2,346 Long-term lease liabilities $ 818 $ 6,091 $ 6,909 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows: As of December 31, 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 800 151 649 Total intangible assets $ 97,981 $ 5,508 $ 92,473 As of December 31, 2021 Gross Carrying Accumulated Net Carrying Licenses: S-WAY Product and Platform license $ 50,000 $ — $ 50,000 FCPM license 47,181 — 47,181 Total intangible assets $ 97,181 $ — $ 97,181 Amortization expense for the year ended December 31, 2022 was $5.5 million. Amortization expense for the years ended 2021 and 2020 was immaterial. For the year ended December 31, 2020, the Company expensed $12.1 million of in-process R&D and $0.3 million of trademarks, net of accumulated amortization, previously included in intangible assets to impairment expense In 2019, the Company was granted a non-exclusive and non-transferable license to intellectual property used in the Iveco S-WAY Platform and Product, which is the cab over engine truck manufactured by Iveco S.p.A ("Iveco"). The material rights under the license agreement include the non-exclusive use of the S-WAY key technology to manufacture, distribute and service BEV and FCEV trucks and related components in the United States, and the ability to grant the use of the key technology to the Company's North American sub-suppliers. The license was placed in service in the second quarter of 2022 commensurate with the start of production of the BEV. The license will be amortized over a 7-year useful life, as it reflects the period over which the sales of BEV and FCEV trucks utilizing Iveco S-WAY platform are expected to contribute to the Company's cash flows . The Company recorded $5.4 million of amortization expense to cost of revenues on the consolidated statements of operations for the year ended December 31, 2022, related to the S-WAY license. In 2021, the Company was granted a non-exclusive and non-transferable license to intellectual property that will be used to adapt, further develop and assemble fuel cell power modules ("FCPMs") for use in the production of the Company's fuel cell electric vehicles ("FCEV"). The license was accounted for as an asset acquisition and the accumulated cost of the license was determined to be €40.0 million or $47.2 million. As of December 31, 2022, the Company accrued €30.0 million or $32.1 million in accrued expenses and other current liabilities on the consolidated balance sheets related to the payments for the license, which will be made in three remaining installments in 2023. The Company will amortize the license beginning at the start of production for FCEVs. As of December 31, 2022, the Company has not started amortizing the license. Estimated amortization expense for all intangible assets subject to amortization in future years is expected to be: Years Ended December 31, Amortization 2023 $ 10,485 2024 13,628 2025 13,628 2026 13,478 2027 13,428 Thereafter 27,826 Total $ 92,473 |
INVESTMENTS IN AFFILIATES
INVESTMENTS IN AFFILIATES | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, Ownership 2022 2021 Nikola Iveco Europe GmbH 50 % $ 4,142 $ 4,083 Wabash Valley Resources LLC 20 % 57,674 57,695 Nikola - TA HRS 1, LLC 50 % 1,000 — $ 62,816 $ 61,778 Equity in net loss of affiliates on the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 were as follows: Year Ended December 31, 2022 2021 2020 Equity in net loss of affiliates: Nikola Iveco Europe GmbH $ (20,394) $ (3,900) $ (637) Wabash Valley Resources LLC (271) 320 — Total equity in net loss of affiliates $ (20,665) $ (3,580) $ (637) 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 BEV and FCEV 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 Nikola Tre BEV and FCEV 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 Nikola and Iveco. Both parties are entitled to appoint an equal number of members to the shareholders' committee of the joint venture. Pursuant to the terms of the agreements and amended contribution agreement, the Company and Iveco each contributed cash and intellectual property licenses to their respective technology. Nikola Iveco Europe GmbH is considered a VIE due to insufficient equity to finance its activities without additional subordinated financial support. The Company is not considered the primary beneficiary as it does not have the power to direct the activities that most significantly impact the economic performance based on the terms of the agreements. Accordingly, the VIE is accounted for under the equity method. During the years ended December 31, 2022, 2021 and 2020, the Company made total contributions to Nikola Iveco Europe GmbH of €20.0 million (approximately $21.8 million), zero, and €7.4 million (approximately $8.8 million), respectively. As of December 31, 2022, the Company's maximum exposure to loss was $15.4 million, which represents the book value of the Company's equity interest and guaranteed debt obligations of $11.2 million. Wabash Valley Resources LLC On June 22, 2021, the Company entered into a MIPA with WVR and the Sellers, pursuant to which, the Company purchased a 20% equity interest in WVR in exchange for $25.0 million in cash and 1,682,367 shares of the Company's common stock. WVR is developing a clean hydrogen project in West Terre Haute, Indiana, including a hydrogen production facility. The common stock consideration was calculated based on the 30-day average closing stock price of the Company, or $14.86 per share, and the Company issued 1,682,367 shares of its common stock. As of the WVR Closing Date, the fair value of the stock consideration and Put Right was $32.4 million, based upon the closing price of the Company's common stock as of the WVR Closing Date and fair value of the embedded Put Right (see Note 2, Summary of Significant Accounting Policies ). The Company's interest in WVR is accounted for under the equity method and is included in investment in affiliates on the consolidated balance sheets. As of the WVR Closing Date, the fair value of the Company's investment in WVR was $57.4 million, which consists of the Company's cash, common stock consideration, and the Put Right. Subsequently, the Put Right was removed and replaced with the Price Differential. See Note 2, Summary of Significant Accounting Policies , for further details. As of December 31, 2022, 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. 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. 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 December 31, 2022. 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 during the second quarter of 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Related Party Aircraft Charter Agreement In 2019, the Company entered into an aircraft charter arrangement with the Company’s former Executive Chairman of the board of directors of the Company and Legacy Nikola's former Chief Executive Officer to reimburse him for the flight hours incurred for Company use on his personal aircraft. These flight hours were related to business travel by the former Executive Chairman and other members of the executive team to business meetings and trade conferences, as well as the former Executive Chairman's commute between the Company’s headquarters in Phoenix, Arizona, and his residence in Utah. The Company recognized expenses of $1.6 million for the year ended December 31, 2020, for the business use of the aircraft. The aircraft charter arrangement was terminated effective October 2020. Related Party Income and Accounts Receivable During 2020 the Company recorded immaterial amounts for the provision of solar installation services to the former Executive Chairman, which are billed on time and materials basis. Solar installation services were terminated effective October 2020. Related Party Stock Options In December 2018, the former Executive Chairman issued 6,005,139 performance-based stock options to recognize the performance and contribution of specific employees, including certain executive officers, pursuant to Legacy Nikola's Founder Stock Option Plan (the "Founder Stock Option Plan"). The underlying common stock of these option awards are owned by M&M Residual, a Nevada limited liability company that is wholly-owned by the former Executive Chairman and are considered to be issued by the Company for accounting purposes. These performance-based stock options vest based on the Company's achievement of a liquidation event, such as a private sale or an initial public offering on a U.S. stock exchange. An additional award of 180,153 shares was made under the plan in May 2020, to replace a forfeited grant. The performance conditions were met upon the closing of the Business Combination and the Company recognized stock-based compensation expense related to these option awards of $7.2 million in June 2020. As of December 31, 2022 the weighted average exercise price per share is $1.39, the weighted-average grant date fair value is $1.20 per share, and the weighted-average remaining contractual term is 6.00 years for the outstanding performance-based stock options. Related Party Redemption of Common Stock Immediately following the Business Combination, pursuant to a redemption agreement, the Company redeemed 7,000,000 shares of common stock from M&M Residual at a purchase price of $10.00 per share, payable in immediately available funds. The number of shares to be redeemed and the redemption price were determined and agreed upon during negotiations between the various parties to the Business Combination, including the former Executive Chairman and representatives of VectoIQ, Legacy Nikola and the investors in the concurrent private financing. Former Related Party License and Service Agreements In September 2019, the Company entered into a Master Industrial Agreement (“CNHI Services Agreement”) and S-WAY Platform and Product Sharing Agreement (“CNHI License Agreement”) with CNHI and Iveco, a former related party, in conjunction with the Company’s Series D redeemable convertible preferred stock offering. Under these agreements, CNHI and Iveco were issued 25,661,448 shares of Legacy Nikola Series D redeemable convertible preferred stock in exchange for an intellectual property license valued at $50.0 million, $100.0 million in-kind services and $100.0 million in cash. During 2020, the Company issued 9,443,353 shares of Series D redeemable convertible preferred stock to Iveco in exchange for $92.0 million of prepaid in-kind services. Additionally, the Company issued 5,132,289 shares of Series D redeemable convertible preferred stock in exchange for $50.0 million in cash. During 2021 and 2020, the Company recognized $46.3 million and $45.7 million of in-kind services in research and development on the consolidated statements of operations, respectively. Prepaid in-kind services were fully consumed as of December 31, 2021. As of June 3, 2020, Iveco was no longer considered a related party. Former Related Party Research and Development During 2020 the Company recorded research and development expenses of $15.1 million from a former related party. As of June 3, 2020, the entity was no longer considered a related party. Former Related Party Stock Repurchase In September 2019, in contemplation of the Company's proposed Series D preferred stock financing, the Company entered into an amendment of the letter agreement by and between the Company and Nimbus, dated August 3, 2018 (the “Nimbus Redemption Letter Agreement” and as amended, the “Nimbus Amendment”). In March 2020, the Company entered into an additional letter agreement with Nimbus in which Nimbus agreed to terminate the Nimbus Redemption Letter Agreement. Concurrently, the Company entered into an agreement with Nimbus, whereby the Company agreed to repurchase an additional 2,850,930 shares of Series B preferred stock from Nimbus at a share price of $8.77 for an aggregate repurchase price of $25.0 million. The parties agreed that the repurchase price constituted the price that Nimbus would otherwise be entitled to under the Nimbus Redemption Letter Agreement. The number of shares to be repurchased was negotiated by the Company and Nimbus as a mechanism to compensate Nimbus for agreeing to relinquish its previous redemption rights granted in the Nimbus Redemption Letter Agreement. The repurchase was contingent on completion of the Business Combination which occurred during the quarter ending June 30, 2020, and the Company repurchased the shares in conjunction with the closing of the Business Combination. The Company recorded a reduction to additional paid in capital for the repurchase price in excess of the carrying value of the redeemable convertible preferred stock of $13.4 million. The carrying value of the shares repurchased were recorded as a reduction to redeemable convertible preferred stock, which has been retrospectively adjusted in the consolidated statements of stockholders' equity to reflect the Company’s equity structure for all periods presented. For the computation of net loss per share for the year ended December 31, 2020, the repurchase price in excess of the carrying value of the redeemable convertible preferred stock of $13.4 million is reflected as an increase to net loss attributable to common stockholders (see Note 16, Net Loss per Share ). As of June 3, 2020, Nimbus was no longer considered a related party. |
DEBT AND FINANCE LEASE LIABILIT
DEBT AND FINANCE LEASE LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT AND FINANCE LEASE LIABILITIES | DEBT AND FINANCE LEASE LIABILITIES A summary of debt and finance lease liabilities as of December 31, 2022 and 2021 is as follows: As of December 31, 2022 2021 Current: 5% Senior Convertible Notes $ 50,000 $ — Promissory notes 9,309 — Insurance premium financing 1,999 — Finance lease liabilities 367 140 Debt and finance lease liabilities, current $ 61,675 $ 140 Non-current: Toggle Senior Unsecured Convertible Notes $ 199,786 $ — Financing obligation 50,359 — Promissory notes 39,165 24,639 Finance lease liabilities 818 408 Long-term debt and finance lease liabilities, net of current portion $ 290,128 $ 25,047 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 December 31, 2022 Carrying Value Fair Value Toggle Senior Unsecured Convertible Notes $ 199,786 $ 189,671 Collateralized Note 44,699 43,742 Second Collateralized Note 3,775 3,690 Insurance premium financing 1,999 1,915 Term Note In January 2018, the Company entered into a term note with JP Morgan Chase, pursuant to which, the Company borrowed $4.1 million to fund equipment purchases. The term note accrued interest at 2.43% per annum and was payable on or before January 31, 2019. The term note was secured by restricted cash. In February 2019, the Company amended the term note to extend its term by one year and increased the interest rate to 3.00% per annum. In February 2020, the Company amended the term note to extend its term for one year, to January 31, 2021. The term note accrued interest at a rate equal to the LIBOR rate for the applicable interest period multiplied by the statutory reserve rate as determined by the Federal Reserve Board. During the first quarter of 2021, the Company repaid the $4.1 million term note. Payroll Protection Program Note In April 2020, the Company entered into a note with JP Morgan Chase under the Small Business Administration Paycheck Program established under Section 1102 of the Coronavirus Aid, Relief, and Economic Security (CARES) Act, pursuant to which the Company borrowed $4.1 million (the "Note"). The Note accrued interest at a rate of 0.98% per annum and matured in 24 months. On April 30, 2020, the Company returned the $4.1 million in proceeds from the Note to JP Morgan Chase. 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 tradin g 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 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 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 December 31, 2022 Principal amount $ 210,939 Accrued PIK interest 1,998 Unamortized discount (6,443) Unamortized issuance costs (6,708) Net carrying amount $ 199,786 As of December 31, 2022 , the effective interest rate on the Toggle Senior Unsecured Convertible Notes was 12.99% . Amortization 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 convertible debt: Year Ended December 31, 2022 Contractual interest expense $ 12,937 Amortization of debt discount and issuance costs 2,156 Total interest expense $ 15,093 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 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 $75.0 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. 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 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) a “reference price” of $5.975, subject to certain adjustments, (the “Reference Price”), (ii) the greater of (x) a “floor price” of $0.478 (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. 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. 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 such, the 5% Senior Convertible Notes, were initially measured at $50.0 million as of the issue date. Due to the recency of the transaction, the Company did not recognize any fair value remeasurement adjustments on the consolidated statements of operations for the year ended December 31, 2022 . Interest expense for the year ended December 31, 2022 was immaterial . Finan cing 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 currently under construction. The Company will receive 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 y ears 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 December 31, 2022 , the Company recognized an additional $12.0 million for financing obligations on the Company's consolidated balance sheets for construction completed after the Sale Date. As of December 31, 2022, the Company has recognized a HQ Sale Agreement receivable of $5.5 million for funds not yet received for construction completed in prepaid expenses and other current assets. Additionally, for the year ended December 31, 2022, the Company recognized $2.3 million of interest expense related to interest on the financing obligation and amortization of debt issuance costs. Promissory Notes During the fourth quarter of 2021, the Company closed on the purchase of its headquarters facility in Phoenix, AZ. Concurrently with the closing of the purchase, the Company, as borrower, executed a promissory note for $25.0 million at a stated interest rate of 4% (the "Promissory Note"). The Promissory Note carried a 60 month term, interest only payments for the first 12 months and a 25 year amortization thereafter, with the remaining principal balance due upon maturity. The loan was fully collateralized by the Company's headquarters. On May 10, 2022, and in connection with the execution of the sale and leaseback of the Company's headquarters, the Company repaid the $25.0 million Promissory Note. For the years ended December 31, 2022 and 2021, the Company recognized $0.4 million and $0.1 million, respectively, of interest expense related to interest on the Promissory Note and amortization of debt issuance costs prior to redemption. During the second quarter of 2022, the company expensed $0.3 million of unamortized debt issuance costs related to the Promissory Note. 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 and cash equivalents on the consolidated balance sheets as of December 31, 2022. The Collateralized Note carries a 60 month term and is payable in 60 equal consecutive monthly installments due in arrears. For the year ended December 31, 2022, the Company recognized $1.1 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 properly 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 year ended December 31, 2022, the Company recognized $0.1 million of interest expense on the Second Collateralized Note. 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 incurs interest at 2.95%, and is due in monthly installments maturing on March 27, 2023. For the year ended December 31, 2022, the Company recognized $0.1 million of interest expense on the insurance premium financing agreement. Aggregate Long-Term Debt Maturities The following table summarizes the long-term debt maturities for each of the next five years and thereafter at December 31, 2022. Years Ended December 31, Total 2023 $ 14,654 2024 15,651 2025 15,722 2026 226,734 2027 9,993 Thereafter 99,376 Total $ 382,130 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 December 31, 2022, 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. |
CAPITAL STRUCTURE
CAPITAL STRUCTURE | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
CAPITAL STRUCTURE | CAPITAL STRUCTURE Shares Authorized As of December 31, 2022, the Company had authorized a total of 950,000,000 shares for issuance consisting of 800,000,000 shares designated as common stock and 150,000,000 shares designated as preferred stock. Warrants As a result of the Business Combination in June 2020, the Company assumed private warrants previously issued in connection with VectoIQ's initial public offering. Each private warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. The exercise price and number of common shares issuable upon exercise of the private warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the private warrants will not be adjusted for issuance of common stock at a price below its exercise price. On July 22, 2020, the Company issued a notice of redemption of all of its outstanding public warrants on a cash basis which was completed in September 2020. The Company issued 22,877,806 shares of common stock pursuant to the exercise of public warrants and received approximately $263.1 million of proceeds from such exercises. The 122,194 public warrants not exercised by the end of the redemption period were redeemed for a price of $0.01 per public warrant, and subsequently cancelled by the Company. The private warrants held by the initial holders thereof or permitted transferees of the initial holders were not subject to this redemption. During the fourth quarter of 2020, 129,085 private warrants were exercised for total proceeds of $1.5 million. As a result of the Romeo Acquisition in October 2022, the Company assumed 376,935 private warrants underlying the Romeo private placement warrants. Each private warrant entitles the registered holder to purchase one share of common stock at a price of $96.96 per share, 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"). As of December 31, 2022 and 2021, the Company had 1,137,850 and 760,915 private warrants outstanding, respectively. During 2022, 2021 and 2020, the Company recorded a $3.9 million, $3.1 million and $13.4 million gain, respectively, for revaluation of warrant liability on the consolidated statement of operations. As of December 31, 2022 and 2021, the Company had $0.4 million and $4.3 million, respectively, for warrant liability related to the private warrants outstanding on the consolidated balance sheets. Stock Purchase Agreements First Purchase Agreement with Tumim Stone Capital LLC On June 11, 2021, the Company entered into a common stock purchase agreement (the "First Tumim Purchase Agreement") and a registration rights agreement (the "Registration Rights Agreement") with Tumim Stone Capital LLC ("Tumim"), pursuant to which Tumim 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. Concurrently with the signing of the First Tumim Purchase Agreement, the Company issued 155,703 shares of its common stock to Tumim as a commitment fee ("Commitment Shares"). The total fair value of the shares issued for the commitment fee of $2.6 million was recorded in selling, general, and administrative expense on the Company's consolidated statements of operations. During 2022, the Company sold 17,248,244 shares of common stock for proceeds of $123.7 million, under the terms of the First Tumim Purchase Agreement. During 2021, the Company sold 14,213,498 shares of common stock under the terms of the First Tumim Purchase Agreement for proceeds of $163.8 million. As of December 31, 2022, there are 3,420,990 registered shares remaining and the remaining commitment available under the First Tumim Purchase Agreement is $12.5 million. Second Purchase Agreement with Tumim Stone Capital LLC On September 24, 2021, the Company entered into a second common stock purchase agreement (the "Second Tumim Purchase Agreement") and a registration rights agreement with Tumim, pursuant to which Tumim has committed to purchase up to $300.0 million in shares of the Company's common stock, subject to certain limitations and conditions set forth in the Second Tumim Purchase Agreement. The Company will not issue or sell any shares of common stock under the Second Tumim Purchase Agreement which, when aggregated with all other shares of common stock beneficially owned by Tumim, would result in beneficial ownership of more than 4.99% of the Company's outstanding shares of common stock. Under the terms of the Second Tumim Purchase Agreement, the Company has the right, but not the obligation, to sell to Tumim, shares of common stock over the period commencing on the date of the Second Tumim Purchase Agreement (the “Second Tumim Closing Date”) and ending on the first day of the month following the 36-month anniversary of the Second Tumim Closing Date, provided that certain conditions have been met. These conditions include effectiveness of a registration statement covering the resale of shares of common stock that have been and may be issued under the Second Tumim Purchase Agreement and termination of the First Tumim Purchase Agreement. The registration statement covering the offer and sale of up to 29,042,827 shares of common stock, including the commitment shares, to Tumim was declared effective on November 29, 2021. The purchase price will be calculated as 97% of the volume weighted average prices of the Company's common stock during normal trading hours for three consecutive trading days commencing on the purchase notice date. Concurrently with the signing of the Second Tumim Purchase Agreement, the Company issued 252,040 shares of its common stock to Tumim as a commitment fee. The total fair value of the shares issued for the commitment fee of $2.9 million was recorded in selling, general, and administrative expense on the Company's consolidated statement of operations. As of December 31, 2022, the Company has not sold any shares of common stock to Tumim under the terms of the Second Tumim Purchase Agreement and has a remaining commitment of $300.0 million available. Equity Distribution Agreement In August 2022, the Company entered into an equity distribution agreement (the "Equity Distribution Agreement") with Citi Global Markets, Inc. ("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. 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 year ended December 31, 2022, the Company sold 45,324,227 shares of common stock under the Equity Distribution Agreement at an average price per share of $3.70 for gross proceeds of $167.8 million and net proceeds of approximately $163.5 million, after $4.3 million in commissions and fees 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 December 31, 2022, $1.7 million 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 | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION EXPENSE | STOCK-BASED COMPENSATION EXPENSE 2017 and 2020 Stock Plans Legacy Nikola's 2017 Stock Option Plan (the “2017 Plan”) provided for the grant of incentive and nonqualified options to purchase Legacy Nikola common stock to officers, employees, directors, and consultants of Legacy Nikola. Options were granted at a price not less than the fair market value on the date of grant and generally became exercisable between one Each Legacy Nikola option from the 2017 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option to purchase a number of shares of common stock (each such option, an "Exchanged Option") equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy Nikola common stock subject to such Legacy Nikola option immediately prior to the Business Combination and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy Nikola option immediately prior to the consummation of the Business Combination, divided by (B) the Exchange Ratio. Except as specifically provided in the Business Combination Agreement, following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy Nikola option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options. At the Company's special meeting of stockholders held on June 2, 2020, the stockholders approved the Nikola Corporation 2020 Stock Incentive Plan (the "2020 Plan") and the Nikola Corporation 2020 Employee Stock Purchase Plan (the "2020 ESPP"). The 2020 Plan and the 2020 ESPP were previously approved, subject to stockholder approval, by the Company's board of directors on May 6, 2020. The aggregate number of shares authorized for issuance under the 2020 Plan will not exceed 42,802,865, plus the number of shares subject to outstanding awards as of the closing of the Business Combination under the 2017 Plan that are subsequently forfeited or terminated. The aggregate number of shares available for issuance under the 2020 ESPP is 4,000,000. The 2020 Plan provides for the grant of incentive and nonqualified stock option, restricted stock units ("RSUs"), restricted share awards, stock appreciation awards, and cash-based awards to employees, outside directors, and consultants of the Company. The 2020 Plan and the 2020 ESPP became effective immediately upon the closing of the Business Combination. No offerings have been authorized to date by the Company's board of directors under the ESPP. Common Stock Valuation Prior to the completion of the Business Combination the fair value of Legacy Nikola common stock that underlies the stock options was determined by Legacy Nikola's board of directors based upon information available at the time of grant. Because such grants occurred prior to the exchange of Legacy Nikola common stock into the Company's common stock, Legacy Nikola's board of directors determined the fair value of Legacy Nikola common stock with assistance of periodic valuation studies from an independent third-party valuation firm. The valuations were consistent with the guidance and methods outlined in the AICPA Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or AICPA Practice Aid. Stock Option Valuation The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted, which requires the input of highly subjective assumptions. The fair value of each option award at the grant date was estimated using the following assumptions: Year Ended December 31, 2022 2021 2020 Exercise price N/A N/A $1.05 - $9.66 Risk-free interest rate N/A N/A 0.1% - 1.7% Expected term (in years) N/A N/A 0.2 - 6.3 Expected dividend yield N/A N/A 0 Expected volatility N/A N/A 70.0% - 85.8% Stock Options Options vest in accordance with the terms set forth in the grant letter. Time-based options generally vest ratably over a period of approximately 36 months. Changes in stock options are as follows: Options Weighted Weighted Aggregate Outstanding at December 31, 2021 28,996,160 $ 1.28 6.87 $ 249,205 Granted — — Exercised 6,424,780 1.11 Cancelled 100,795 3.51 Outstanding at December 31, 2022 22,470,585 $ 1.31 5.33 $ 23,418 Vested and exercisable as of December 31, 2022 22,439,822 $ 1.31 5.33 $ 23,412 The option activity above does not include the performance based stock options issued by a related party pursuant to the Founder Stock Option Plan. The weighted-average grant date fair value of stock options issued for the year ended December 31, 2020 was $6.92. There were 6,424,780, 3,472,267 and 8,716,423 stock options exercised during the years ended December 31, 2022, 2021 and 2020, respectively. The total intrinsic value of stock options exercised was $14.6 million, $51.8 million and $132.7 million during 2022, 2021 and 2020, respectively. The fair value of stock options vested during the years ended December 31, 2022, 2021 and 2020 was $0.8 million, $0.4 million, and $27.0 million, respectively. As a result of the Business Combination, vesting of certain stock options and performance-based options accelerated in accordance with terms of the related award agreements, resulting in additional stock-based compensation expense of $8.1 million in the second quarter of 2020. Restricted Stock Units The fair value of RSUs is based on the closing price of the Company's common stock on the grant date. The time-based RSUs generally vest 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. Certain RSUs awarded to key employees contain performance conditions related to achievement of strategic and operational milestones ("Performance RSUs"). As of December 31, 2022, not all of the performance conditions are probable to be achieved. Compensation expense has only been recognized for those conditions that are assumed to be probable. The Company updates its estimates related to the probability and timing of achievement of the operational milestones each period until the award either vests or is forfeited. In addition, for certain technical engineering employees the awards cliff vest after a three year period or vest on the achievement of certain operational milestones. The RSUs to directors have a vesting cliff of one year after the grant date. Changes in RSUs are as follows: Number of RSUs Weighted-Average Grant Date Fair Value Balance at December 31, 2021 12,178,672 $ 18.7 Granted 17,966,171 7.0 Granted in Romeo Acquisition 1,066,772 3.0 Released 8,527,456 14.0 Cancelled 3,109,359 13.0 Balance at December 31, 2022 19,574,800 $ 10.0 During the fourth quarter of 2022, in connection with the Romeo Acquisition, each share of Romeo Common Stock that was issued and outstanding immediately prior to the effective time of the Romeo Acquisition was converted into the right to receive 0.1186 of a share of Nikola Common Stock, rounded down to the nearest whole number of shares of Nikola Common Stock. Each Romeo RSU and Romeo performance-related stock unit that was outstanding and not settled immediately prior to the effective time was settled for shares of Nikola Common Stock, determined by multiplying the number of shares of Romeo Common Stock that were subject to such Romeo RSU or Romeo PSU, as in effect immediately prior to the effective time, by 0.1186, rounded down to the nearest whole number of shares of Nikola Common Stock. Compensation cost, after the Romeo Acquisition, related to these awards was recognized in net loss from discontinued operations on the consolidation statements of operations for the year ended December 31, 2022. During the third quarter of 2020, the Company entered into a separation agreement with its former Executive Chairman which resulted in a modification of his time-based RSUs. Prior to the modification, the RSUs were not likely to vest and as a result $0.5 million of previously recorded stock-based compensation expense was reversed during 2020. Subsequent to modification, the RSUs were considered fully vested and the Company recorded stock-based compensation of $16.5 million during the third quarter of 2020. Market Based RSUs 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. At the time of their grant, the Company estimated the fair value of the awards using a Monte Carlo simulation model, which utilized significant assumptions consisting of risk-free interest rate in the range of 0.2% to 0.3%, and volatility in the range of 70% to 85%. During the third quarter of 2022, the market based RSUs subject to the $40 and $55 stock price milestones were cancelled and the Company expensed $55.8 million related to the cancelled awards representing the remaining unamortized expense as of the cancellation date. Additionally, during the third quarter of 2022, 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 incremental compensation cost from this modification was $4.3 million, determined by comparing the estimated fair value of the modified awards to the estimated fair value of the original awards immediately before the modification of the performance period. The remaining compensation cost related to the original award and the incremental compensation cost are recognized over the award's remaining requisite service period. The vested shares related to the modified awards are 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. During 2022, the Company granted 1,351,361 shares of market based RSUs to various executives in connection with either their hiring or assumption of new roles within the Company. The awards vest depending upon a consecutive 20-trading day stock price target of the Company’s common stock of $25 per share to $55 per share. The total grant date fair value of the market based RSUs was determined to be $3.2 million and is recognized over the requisite service period. The estimated fair value of these awards as of the grant date, or as of the modification date, as applicable, were estimated using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The following represents the range of assumptions used to determine the grant date or modification date fair value for these market based RSUs: For the year ended December 31, 2022 Term (years) 0.80 - 1.80 Stock price $5.32 - $9.66 Risk-free interest rate 1.66% - 3.50% Expected volatility 100% The following table summarizes 2022 market-based RSU activity: Number of Market Based RSUs Weighted-Average Grant Date Fair Value Balance at December 31, 2021 13,317,712 $ 26.0 Granted 1,351,361 2.5 Released — — Cancelled 12,598,015 24.3 Balance at December 31, 2022 2,071,058 $ 24.5 Stock-Based Compensation Expense The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the years ending December 31, 2022, 2021 and 2020, respectively: Years Ended December 31, 2022 2021 2020 Selling, general, and administrative $ 214,717 $ 169,561 $ 122,129 Research and development 34,949 36,150 15,862 Cost of revenues 2,779 — — Net loss from discontinued operations 2,960 — — Total stock-based compensation expense $ 255,405 $ 205,711 $ 137,991 As of December 31, 2022, total unrecognized compensation expense and remaining weighted-average recognition period related to outstanding share-based awards were as follows: Unrecognized compensation expense Remaining weighted-average recognition period (years) Options $ 29 0.10 Market Based RSUs 13,214 1.42 RSUs 120,738 1.92 Total unrecognized compensation expense at December 31, 2022 $ 133,981 |
Discontinued Operations and Dis
Discontinued Operations and Disposal Groups | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure | 12. DISCONTINUED OPERATIONS As discussed in Note 1, Basis of Presentation , the Company transferred ownership of all of Romeo's right, title and interest in and to all of its tangible and intangible assets , subject to certain agreed upon exclusions, to the Assignee during the second quarter of 2023. The Assignment of Romeo represents a strategic shift and met the criteria for classification as a discontinued operation as of the second quarter of 2023. As of December 31, 2022, the assets and liabilities of Romeo subject to assignment for the benefit of creditors have been reclassified as assets subject to assignment for the benefit of creditors and liabilities subject to assignment for the benefit of creditors on the Company's consolidated balance sheets and consisted of the following: December 31, 2022 Assets: Current assets Cash and cash equivalents $ 7,555 Accounts receivable, net 262 Inventory 11,327 Prepaid expenses and other current assets 9,881 Total current assets subject to assignment for the benefit of creditors 29,025 Non-current assets Restricted cash and cash equivalents, non-current 1,500 Property, plant and equipment, net 19,221 Intangible assets, net 621 Investments in affiliates 10,000 Prepayment - Long-term Supply Agreement 44,835 Other assets 23,948 Total non-current assets subject to assignment for the benefit of creditors 100,125 Total assets subject to assignment for the benefit of creditors $ 129,150 Liabilities: Current liabilities Accounts payable $ 24,672 Accrued expenses and other current liabilities 22,991 Debt and finance lease liabilities, current 1,439 Total current liabilities subject to assignment for the benefit of creditors 49,102 Long-term liabilities Long-term debt and finance lease liabilities, net of current portion 1,499 Operating lease liabilities 22,132 Warrant liability 40 Total long-term liabilities subject to assignment for the benefit of creditors 23,671 Total liabilities subject to assignment for the benefit of creditors $ 72,773 Additionally, for the year ended December 31, 2022, the results of operations for Romeo were reclassified to net loss from discontinued operations from the Romeo Acquisition date. The following represents the major components of net loss from discontinued operations presented in the consolidated statements of operations: Year Ended December 31, 2022 Revenues $ 1,100 Cost of revenues 19,888 Gross loss (18,788) Operating expenses: Research and development 3,287 Selling, general and administrative 23,968 Loss on supplier deposits — Total operating expenses 27,255 Loss from operations (46,043) Other income (expense), net Interest expense, net (28) Revaluation of warrant liability (29) Loss from discontinued operations $ (46,100) The amounts described in other notes within these consolidated financial statements have been updated to reflect the amounts applicable to continuing operations, unless otherwise noted. |
RETIREMENT SAVINGS PLAN
RETIREMENT SAVINGS PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
RETIREMENT SAVINGS PLAN | RETIREMENT SAVINGS PLANThe Company sponsored a savings plan available to all eligible employees, which qualifies under Section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"). Employees may contribute to the plan amounts of their pre-tax salary subject to statutory limitations. The Company did not offer a company match for the year ended December 31, 2020. Beginning in 2021, the Company provided an employer matching contribution for the amount a participant contributes as salary deferrals up to 100% of the amount contributed for the first 1% of the participant’s plan compensation plus 50% for each additional 1% of compensation contributed between 1% and 6% of the participant’s plan compensation. For the years ended December 31, 2022 and 2021, the Company provided $3.5 million and $2.1 million, respectively, in matching contributions. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES A provision (benefit) of $6.0 thousand, $4.0 thousand and ($1.0) million has been recognized for the years ended December 31, 2022, 2021 and 2020, respectively, related primarily to changes in indefinite lived goodwill deferred tax liabilities. The components of the provision for income taxes for the years ended December 31, 2022, 2021 and 2020 consisted of the following: Years Ended December 31, 2022 2021 2020 Current tax provision Federal $ — $ — $ 36 State 3 1 1 Total current tax provision 3 1 37 Deferred tax provision Federal — 1 (492) State 3 2 (571) Total deferred tax provision 3 3 (1,063) Total income tax provision (benefit) $ 6 $ 4 $ (1,026) The reconciliation of taxes at the federal statutory rate to the provision for income taxes for the years ended December 31, 2022, 2021 and 2020 was as follows: Years Ended December 31, 2022 2021 2020 Tax at statutory federal rate $ (155,064) $ (144,848) $ (78,098) State tax, net of federal benefit (28,612) (21,212) (14,052) Stock-based compensation 47,382 22,825 (7,652) Section 162(m) limitation 3,725 2,009 1,834 Research and development credits, net of uncertain tax position (16,503) (12,558) (14,945) Warrant revaluation (971) (641) (2,824) SEC Settlement — 26,250 — Other 5,345 (438) 408 Change in valuation allowance 144,704 128,617 114,303 Total income tax provision (benefit) $ 6 $ 4 $ (1,026) Deferred tax assets and liabilities as of December 31, 2022 and 2021 consisted of the following: As of December 31, 2022 2021 Deferred tax assets: Federal and state income tax credits $ 52,932 $ 33,837 Net operating loss carryforward 317,393 245,014 Start-up costs capitalized 1,432 1,454 Stock-based compensation 13,599 12,645 Finance lease liabilities 15,017 680 Accrued purchase of intangible asset 7,993 — Inventory 2,758 — Research expenditures 49,137 — Accrued expenses and other 1,459 802 Total deferred tax assets 461,720 294,432 Valuation allowance (435,923) (291,222) Deferred tax assets, net of valuation allowance 25,797 3,210 Deferred tax liabilities: Intangible assets (2,363) (2,116) Finance lease assets (1,975) (666) Property, plant and equipment, net (21,474) (439) Total deferred tax liabilities (25,812) (3,221) Deferred tax liabilities, net $ (15) $ (11) The table above includes only deferred tax assets and liabilities related to continuing operations. As of December 31, 2022, the Company had a net deferred tax asset of $158.7 million, related to assets subject to assignment for the benefit of creditors, subject to a full valuation allowance. The Company is required to reduce its deferred tax assets by a valuation allowance if it is more likely than not that some or all of its deferred tax assets will not be realized. Management must use judgment in assessing the potential need for a valuation allowance, which requires an evaluation of both negative and positive evidence. The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. In determining the need for and amount of the valuation allowance, if any, the Company assesses the likelihood that it will be able to recover its deferred tax assets using historical levels of income, estimates of future income and tax planning strategies. As a result of historical cumulative losses, the Company determined that, based on all available evidence, there was substantial uncertainty as to whether it will recover recorded net deferred taxes in future periods. Accordingly, the Company recorded valuation allowances of $435.9 million, $291.2 million and $162.5 million at December 31, 2022, 2021 and 2020 respectively. The increase in the valuation allowance for the year ended December 31, 2022 of $144.7 million as reflected below, is due to increases in the net operating losses and research and development credit carryforwards. Years Ended December 31, 2022 2021 Valuation Allowance as of the beginning of the period $ (291,222) $ (162,604) Current Year Change (144,701) (128,618) Valuation Allowance as of the end of the period $ (435,923) $ (291,222) At December 31, 2022, the Company had federal net operating loss carryforwards of $11.2 million that expire in 2024 - 2037 and $1.2 billion that have an indefinite carryforward period. The Company has combined state net operating loss carryforwards of $1.3 billion at December 31, 2022, that begin to expire in 2032. The Company had federal and state tax credits of $46.7 million and $29.0 million, respectively, at December 31, 2022, which if unused will begin to expire in 2037 for federal and 2031 for state tax purposes. The Tax Reform Act of 1986 (the "Act") provides for a limitation on the annual use of net operating loss ("NOL") carryforwards following certain ownership changes (as defined by the Act and codified under Section 382 of the Code) that could limit the Company’s ability to utilize these carryforwards. As of December 31, 2022, the Company has not incurred such an ownership change. The following table reflect changes in the unrecognized tax benefits: Years Ended December 31, 2022 2021 2020 Gross amount of unrecognized tax benefits as of the beginning of the year $ 11,661 $ 7,392 $ 432 Additions based on tax positions related to the current year 5,550 4,269 5,622 Additions based on tax position from prior years 865 — 1,338 Gross amount of unrecognized tax benefits as of the end of the year $ 18,076 $ 11,661 $ 7,392 Effective July 11, 2017, the Company adopted the provisions of ASC Topic 740, Income Taxes. ASC Topic 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained in a court of last resort, based on the technical merits. If more-likely-than-not, the amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination, including compromise settlements. For tax positions not meeting the more-likely-than-not threshold, no tax benefit is recorded. As of December 31, 2022, 2021, and 2020, the Company had $18.1 million, $11.7 million, and $7.4 million, respectively, of gross unrecognized tax benefits, related to research and experimental tax credits. The Company does not expect a significant change to the amount of unrecognized tax benefits to occur within the next 12 months. The Company's policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties at December 31, 2022 or 2021, and has not recognized interest or penalties during the years ended December 31, 2022, 2021, and 2020, since there was no reduction in income taxes paid due to uncertain tax positions. The Company is subject to taxation in the United States, various states, and Germany. As of December 31, 2022, all tax years remain open to examination, to the extent of the losses incurred. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events, and the outcome of litigation is inherently uncertain. The Company expenses professional legal fees as incurred, which are included in selling, general and administrative expense on the consolidated financial statements. Other than as described below, there is no material pending or threatened litigation against the Company that remains outstanding as of December 31, 2022. 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 U.S. Securities and Exchange Commission to make it aware of the commencement of the Internal Review. The Company subsequently learned that the Staff of the Division of Enforcement 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 are to be paid semiannually through 2023. The Company previously reserved the full amount of the settlement in the quarter ended September 30, 2021, as disclosed in the Company’s quarterly report on Form 10-Q for such quarter, filed with the SEC on November 4, 2021. 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 to be paid in March 2023 and June 2023. The remainder of the payment plan is subject to determination. As of December 31, 2022, the Company has reflected the remaining liability of $90.0 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 years ended December 31, 2022 and 2021 and 2020, the Company expensed $6.1 million, $22.4 million and $8.1 million, respectively for Mr. Milton's attorneys' fees under his indemnification agreement with the Company. As of December 31, 2022 and 2021, the Company accrued approximately zero and $22.7 million, respectively, in legal and other professional costs for Mr. Milton's attorneys' fees under his indemnification agreement. The Company expects to incur additional related legal costs in fiscal year 2023, which will be expensed as incurred and which could be significant in the periods in which they are recorded. 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. Nikola Corporation, et al., No. CV-20-01797-PXL-SPL, and appointed Angelo Baio as the “Lead Plaintiff”. On December 23, 2020, a motion for reconsideration of the Court’s order appointing the Lead Plaintiff was filed. On December 30, 2020, a petition for writ of mandamus seeking to vacate the District Court’s Lead Plaintiff order and directing the court to appoint another Lead Plaintiff was filed before the United States Court of Appeals for the Ninth Circuit, Case No. 20-73819. The motion for reconsideration was denied on February 18, 2021. On July 23, 2021, the Ninth Circuit granted in part the mandamus petition, vacated the district court’s December 15, 2020 order, and remanded the case to the District Court to reevaluate the appointment of a Lead Plaintiff. On November 18, 2021, the Court appointed Nikola Investor Group II as Lead Plaintiff and appointed Pomerantz LLP and Block & Leviton LLP as co-lead counsel. On 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. 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, appointed The Brown Law Firm, P.C. and Gainey McKenna & Egleston as co-lead counsel, and appointed Farnan LLP and O’Kelly & Ernst, LLC as liaison counsel. 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 14, 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 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 into the Consolidated Related Actions The complaints seek unspecified monetary damages, costs and fees associated with bringing the actions, and reform of the Company's corporate governance, risk management and operating practices. The Company intends to vigorously defend against the foregoing complaints. The Company is unable to estimate the potential loss or range of loss, if any, associated with these lawsuits, which could be material. In addition, on March 8, 2021, the Company received a demand letter from a law firm representing a purported stockholder of the Company alleging facts and claims substantially the same as many of the facts and claims in the filed derivative shareholder lawsuit. The demand letter requests that the board of directors (i) undertake an independent internal investigation into certain board members and management’s purported violations of Delaware and/or federal law; and (ii) commence a civil action against those members of the board and management for alleged fiduciary breaches. In April 2021, the board of directors formed a demand review committee, consisting of independent directors Bruce L. Smith, and Mary L. Petrovich, to review such demands and provide input to the Company and retained independent counsel. There can be no assurance as to whether any litigation will be commenced by or against the Company by the purported shareholder with respect to the claims set forth in the demand letter, or whether any such litigation could be material. Books and Record Demands Pursuant to Delaware General Corporation Law Section 220 The Company has received a number of demand letters pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”), seeking disclosure of certain of the Company’s records. The Company has responded to those demands, stating its belief that the demand letters fail to fully comply with the requirements of Section 220 of the DGCL. However, in the interest of resolution and while preserving all rights of the defendants, the Company has engaged in negotiations with the shareholders, and has provided certain information that the Company had reasonably available to it. On January 15, 2021, Plaintiff Frances Gatto filed a complaint in Delaware Chancery Court seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. On January 26, 2021, Plaintiff’s counsel and the Company filed a joint letter, notifying the Court that the parties are engaged in dialogue regarding Plaintiff’s demand, and the Company need not answer or otherwise respond to the complaint at this time. On October 20, 2021, Plaintiff dismissed the action without prejudice. On October 8, 2021, Plaintiffs Zachary BeHage and Benjamin Rowe filed a complaint in Delaware Chancery Court seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. On October 19, 2021, Plaintiffs’ counsel and the Company filed a joint letter, notifying the Court that the parties are engaged in dialogue regarding Plaintiffs’ demand, and the Company need not answer or otherwise respond to the complaint at this time. On January 14, 2022, Plaintiffs dismissed the action without prejudice. On January 19, 2022, Plaintiff Melissa Patel filed a complaint in Delaware Chancery Court seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. 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 (Discontinued Operations) 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 as of September 30, 2022 and December 31, 2021. 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. 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, more than the $6.0 million settlement payable Romeo agreed upon.The $6.0 million of legal settlement payable and the related $6.0 million of i nsurance receivable were reported in accrued expenses and other current liabilities and prepaid expenses and other current assets, respectively, on the consolidated balance sheets as of December 31, 2022. 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 request letter briefing regarding potential motions for summary judgment, which the Parties submitted by February 6, 2023. Those letters are pending with the Court. 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. 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. Southern District of New York Derivative Matter On July 27, 2022, Plaintiff Bach-Mai Fiori (“Plaintiff”) filed a Verified Shareholder Derivative Complaint (the “Complaint”) on behalf of Romeo Power, Inc. against Defendants Susan Brennan, Robert Mancini, Ronald Gottwald, Philip Kassin, Timothy Stuart, Lauren Webb, Lionel Selwood, Paul Williams, Brady Ericson, and Romeo as a nominal defendant only, in United States District Court for the Southern District of New York, captioned as Bach-Mai Fiori v. Brennan, No. 22-cv-06403 (S.D.N.Y.). The Complaint alleges that certain of Romeo’s then current and former officers and directors made, authorized, and/or failed to prevent the making of the false and misleading statements that are at issue in the Southern District of New York Securities Litigation Matter. In addition to alleging the same violation of Section 10(b) of the Exchange Act and SEC Rule 10b-5 as in the Southern District of New York Securities Litigation Matter, the Plaintiff alleges breaches of fiduciary duty, aiding and abetting breaches of fiduciary duty (for permitting the practices that allowed these statements to be disseminated), unjust enrichment, and waste of corporate assets, all of which are premised on the alleged legal liability and costs that Romeo might incur in the Southern District of New York Securities Litigation Matter and other unspecified harms. On November 3, 2022, Plaintiff voluntarily dismissed the Complaint, and the Court approved the dismissal of this matter without further notice or proceedings on November 4, 2022. Litigation relating to the offer or the merger In connection with the merger agreement and the transactions contemplated thereby, as of September 23, 2022, six purported class action lawsuits have been filed. On September 1, 2022, a purported stockholder of Romeo filed a lawsuit against Romeo and members of its Board of Directors in the United States District Court for the Central District of California, captioned Rushing v. Romeo Power, Inc., No. 8:22-cv-01641. On September 2, 2022, a stockholder of Romeo filed a lawsuit in the United States District Court for the Central District of California, captioned Cataldi v. Romeo Power, Inc., et al., No. 8:22-cv-01642. On September 8, 2022, a purported stockholder of Romeo filed a lawsuit in the United States District Court for the Southern District of New York, captioned Wilhelm v. Romeo Power, Inc., No. 1:22-cv-07662. On September 8, 2022, a purported stockholder of Romeo filed a lawsuit in the United States District Court for the District of Delaware, captioned Wheeler v. Romeo Power, Inc., No. 1:22-cv-01182. On September 9, 2022, a purported stockholder of Romeo filed a lawsuit, in the United States District Court for the Southern District of New York, captioned Ryan v. Romeo Power, Inc., et al., No. 1:22-cv-07734. On September 13, 2022, a purported stockholder of Romeo filed a lawsuit in the United States District Court for the Central District of California, captioned Grinb |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2022, 2021, and 2020. Years Ended December 31, 2022 2021 2020 Numerator: Net loss from continuing operations $ (738,138) $ (690,438) $ (370,866) Net loss from discontinued operations (46,100) — — Net loss (784,238) (690,438) (370,866) Less: Premium on repurchase of redeemable convertible preferred stock — — (13,407) Net loss attributable to common shareholders, basic $ (784,238) $ (690,438) $ (384,273) Less: revaluation of warrant liability — (3,051) (13,448) Net loss attributable to common stockholder, diluted $ (784,238) $ (693,489) $ (397,721) Denominator: Weighted average shares outstanding, basic 441,800,499 398,655,081 335,325,271 Dilutive effect of common stock issuable from assumed exercise of options — 129,311 505,762 Weighted average shares outstanding, diluted 441,800,499 398,784,392 335,831,033 Basic net loss per share: Net loss from continuing operations $ (1.67) $ (1.73) $ (1.11) Net loss from discontinued operations $ (0.11) $ — $ — Net loss $ (1.78) $ (1.73) $ (1.11) Net loss attributable to common stockholders $ (1.78) $ (1.73) $ (1.15) Diluted net loss per share: Net loss attributable to common stockholders $ (1.78) $ (1.74) $ (1.18) 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, 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 warrants. The treasury stock method was used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares were excluded from the computation of diluted net loss when their effect was antidilutive. The following outstanding common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive. Years Ended December 31, 2022 2021 2020 Toggle Senior Unsecured Convertible Notes (on an as-converted basis) 24,123,014 — — 5% Senior Convertible Notes (on an as-converted basis) 22,418,653 — — Outstanding warrants 1,137,850 — — Stock options, including performance stock options 22,470,585 28,996,160 32,529,224 Restricted stock units, including Market Based RSUs 21,645,858 25,496,384 18,344,243 Total 91,795,960 54,492,544 50,873,467 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS 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"). 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. In August 2023, the Investor converted the Exchanged Notes in full for the issuance of 72,458,789 shares of the Company's common stock. Sale of Nikola Iveco Europe GmbH On June 29, 2023 (the "Divestiture Closing"), the Company and Iveco executed the European Joint Venture Transaction Agreement (the "Transaction Agreement") whereby the Company sold its 50% equity interest in Nikola Iveco Europe GmbH to Iveco for $35.0 million. In conjunction with the Transaction Agreement, the Company issued an intellectual property license agreement (the “License Agreement”), which grants Iveco and Nikola Iveco Europe GmbH a non-exclusive, perpetual, irrevocable, fully sublicensable, transferable, and fully assignable license ("Licensed Software") to software and controls technology related to the BEV and FCEV. According to the terms of the Transaction Agreement, the Company may also receive 20.6 million shares of its own common stock from Iveco, contingent on successful due diligence ("Software Due Diligence") performed by Iveco and its consultants on the Licensed Software delivered to Iveco on the Divestiture Closing pursuant to the License Agreement. The Software Due Diligence is evaluated based on mutually agreed criteria between Iveco and the Company and will be performed starting on the June 29, 2023, and ending on August 4, 2023. The Software Due Diligence was deemed successful and the Company received the shares of its own stock upon conclusion of the Software Due Diligence period. Sale and leaseback of Coolidge, AZ Land On June 29, 2023 (the "Land Sale Date"), the Company entered into a sale agreement (the "Land Sale Agreement"), pursuant to which the Company sold the land in Coolidge, Arizona on which the Company's manufacturing facility is located for a purchase price of $50.4 million. Concurrent with the sale, the Company entered into a lease agreement (the "Land Lease Agreement"), whereby the Company leased back the land. Assignment of Romeo On June 30, 2023, the Company transferred ownership of all of Romeo's right, title and interest in and to all of its tangible and intangible assets, subject to certain agreed upon exclusions, to the Assignee. The Company received no cash consideration related to the Assignment. The Company deconsolidated Romeo as of the Assignment as the Company no longer held a controlling financial interest in Romeo as of that date. The Assignment of Romeo represents a strategic shift and its results were reclassified to discontinued operations for the periods presented. FFI Purchase Agreement In July 2023, the Company executed a membership interest and asset purchase agreement (the "Purchase Agreement") with FFI Phoenix Hub Holdings, LLC, a wholly-owned subsidiary of Fortescue Future Industries ("FFI"). Pursuant to the terms of the Purchase Agreement, FFI Phoenix Hub Holdings, LLC, will acquire 100% of the interests in Phoenix Hydrogen Hub, LLC, the Company's wholly owned subsidiary holding the assets related to the Phoenix hydrogen hub project. The Company received net proceeds of $20.7 million in July 2023 related to the first closing under the Purchase Agreement. Authorized Common Stock On August 3, 2023, the Company held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 800,000,000 to 1,600,000,000. Sale of Common Stock The Company issued 66,690,443 shares of common stock under the Equity Distribution Agreement for gross proceeds of $118.6 million. The Company issued 32,211,777 shares of common stock under the Purchase Agreements to Tumim for proceeds of $67.6 million. The Company entered into an underwriting agreement (the "Underwriting Agreement") related to a public offering for the sale of 29,910,715 shares of the Company's common stock and received net proceeds of $32.2 million. The Company sold 59,374,999 shares of common stock in a direct offering for net proceeds of $63.2 million. Conversion of the 5% Senior Convertible Notes During the first and second quarters of 2023, the Company issued additional 5% Senior Convertible Notes for proceeds of $52.1 million. The Company issued 87,310,765 shares of common stock for conversions made by the holder of the 5% Senior Convertible Notes for $107.2 million of principal and the make-whole provision. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") and pursuant to the regulations of the U.S. Securities and Exchange Commission ("SEC"). Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. All dollar amounts are in thousands, unless otherwise noted. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified. |
Principles of Consolidation | Principles of ConsolidationThe consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. |
Comprehensive Loss | Comprehensive LossComprehensive loss represents the net loss for the period adjusted for other comprehensive income (loss). Other comprehensive income (loss) is comprised of currency translation adjustments relating to the Company's subsidiaries and equity method investments, whose functional currency is not the U.S. dollar. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. Th e Company's most significant estimates and judgments involve valuation of the Company's stock-based compensation, including the fair value of common stock and market-based restricted stock units, assignment of fair value and allocation of purchase price in connection with the Romeo Acquisition, the valuations of warrant liabilities, derivative liabilities, the Put Right, Price Differential and redeemable convertible preferred stock tranche liability, estimates related to the Company's lease assumptions, contingent liabilities, including litigation reserves, warranty reserves and inventory valuation. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. |
Segment Information | Segment Information Under ASC 280, Segment Reporting , operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker ("CODM"), in deciding how to allocate resources and in assessing performance. The Company has two components, the Truck business unit and Energy business unit. The Truck business unit is manufacturing and selling BEV trucks and developing and commercializing FCEV trucks that provide, or are expected to provide, environmentally friendly, cost effective solutions to the trucking sector. The Energy business unit is developing and constructing a network of hydrogen fueling stations to meet hydrogen fuel demand for the Company's customers. The Company's chief executive officer, who is also the CODM, makes decisions and manages the Company's operations as a single operating and reportable segment for purposes of allocating resources and evaluating financial performance. |
Accounts Receivable, net | Accounts Receivable, netAccounts receivable, net, are reported at the invoiced amount, less an allowance for potential uncollectible amounts. |
Concentration of Credit Risk | Concentration of Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, restricted cash and cash equivalents, and accounts receivable. The Company's cash is placed with high-credit-quality financial institutions and issuers, and at times exceeds federally insured limits. The Company has not experienced any credit loss relating to its cash equivalents and accounts receivable. |
Concentration of Supplier Risk | Concentration of Supplier RiskThe Company is subject to risks related to its dependence on suppliers as some of the components and technologies used in the Company’s products are produced by a limited number of sources or contract manufacturers. The inability of these suppliers to deliver necessary components in a timely manner, at prices and quantities acceptable to the Company may cause the Company to incur transition costs to other suppliers and could have a material and adverse impact on the Company’s business, growth and financial and operating results. |
Concentration of Customer Risk | Concentration of Customer RiskThe Company is subject to risks related to its dependence on dealers to facilitate sales to end customers. Sales to three dealers during the year ended December 31, 2022, each individually represented sales in excess of 10% of total revenue. The loss of any of these dealers, or a significant reduction in sales to any such dealer, could adversely affect our revenues. The Company continues to expand the dealer network in order to minimize the Company's sales concentration risk. |
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | Cash, Cash Equivalents and Restricted Cash and Cash EquivalentsThe Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. Additionally, the Company considers investments in money market funds with a floating net asset value to be cash equivalents. |
Inventory | InventoryInventory 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. |
Investments | Variable Interest Entities The Company may enter into investments in entities that are considered variable interest entities ("VIE") under ASC 810, Consolidations . A VIE is an entity that has either insufficient equity to permit the entity to finance its activities without additional subordinated financial support or equity investors who lack the characteristics of a controlling financial interest. If the Company is a primary beneficiary of a VIE, it is required to consolidate the entity. To determine if the Company is the primary beneficiary of a VIE, the Company evaluates whether it has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the Company. If the Company is not the primary beneficiary and an ownership interest is held in the entity, the interest is accounted for under the equity method of accounting. The Company continuously assesses whether it is the primary beneficiary of a VIE as changes to existing relationships or future transactions may result in changing conclusions. Equity Method |
Property, Plant and Equipment | Property, Plant and EquipmentProperty, plant and equipment is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation is generally computed on a straight-line basis over estimated useful life of the respective assets, except for tooling which is depreciated using the consumption method over the estimated productive life of the asset. The useful lives of the Company's assets are as follows: Computers 1 to 3 years Software 1 to 5 years Demo trucks 4 years Vehicles 5 years Machinery and equipment 3 to 20 years years Furniture and fixtures 7 years Leasehold improvements Shorter of useful life or lease term Tooling Based off estimated production quantity Buildings 30 to 40 years Deposits on equipment are reclassified from long-term deposits to property, plant and equipment upon receipt or transfer of title of the related equipment. |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception. This determination depends on whether the arrangement conveys the right to control the use of an explicitly or implicitly identified asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed if the Company obtains the right to direct the use of and obtains substantially all of the economic benefits from using the underlying asset. The Company classifies leases with contractual terms greater than 12 months as either operating or finance. Leases with terms of 12 months or less are not recognized as right-of-use assets or lease liabilities on the consolidated balance sheets pursuant to the short-term lease exclusion. Lease liabilities are recognized based on the present value of lease payments, reduced by lease incentives, at the lease commencement date. The Company uses an incremental borrowing rate to determine the present value of lease payments when the rate implicit in the lease is not readily determinable. The Company's incremental borrowing rate is the rate of interest that it would have to pay to borrow an amount equal to the lease payments, on a collateralized basis and in a similar economic environment over a similar term. Lease assets are recognized based on the related lease liabilities, plus any prepaid lease payments and initial direct costs from executing the leasing arrangement. The lease term includes the base, non-cancelable lease term, and any options to extend or terminate the lease when it is reasonably certain, at commencement, that the Company will exercise such options. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful life of the assets or the lease term. The interest component of a finance lease is included in interest income (expense), net on the consolidated statements of operations and recognized using the effective interest method over the lease term. Operating lease assets are amortized on a straight-line basis over the term of the lease. Leases with terms of 12 months or less at commencement are expensed over the lease term. The Company has also elected not to separate lease and non-lease components within a leasing arrangement related to the Company's existing classes of assets. Non-lease components primarily include payments for maintenance and utilities. Variable payments related to a lease are expensed as incurred. These costs often relate to payments for real estate taxes, insurance, common area maintenance, and other operating costs in addition to base rent. |
Goodwill | GoodwillThe Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company has determined that there is a single reporting unit for the purpose of the goodwill impairment test, which is performed annually. For purposes of assessing the impairment of goodwill, the Company performs a qualitative analysis on December 31, each year to determine if events or changes in circumstances indicate the fair value of the reporting unit is less than its carrying value.Factors considered which could trigger a further impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets, the Company's overall business strategy, and significant industry or macroeconomic trends. If the qualitative analysis indicates that the carrying value of the asset may not be recoverable based on the existence of one or more of the above indicators, recoverability is determined by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair-market value of the asset. |
Intangible Assets with Indefinite Useful Lives | Intangible Assets with Indefinite Useful Lives The Company's prior acquisitions resulted in value assigned to in-process R&D related to the Company's Powersports business unit. In-process R&D has an indefinite useful life until completion or abandonment of the associated R&D efforts. If abandoned, the assets would be impaired. If the activities are completed, a determination is made regarding the useful lives of the assets and the methods of amortization. The Company is required to test its in-process R&D assets for impairment annually using the guidance for indefinite-lived intangible assets. The Company's evaluation consists of first assessing qualitative factors to determine if impairment of the asset is more likely than not. If it is more likely than not that the asset is impaired, the Company determines the fair value of the in-process R&D asset and records an impairment charge if the carrying amount exceeds the fair value. During the fourth quarter of 2020, the Company ceased operations related to the Powersports business unit in order to focus on the Company's primary mission of commercial production of semi-trucks and development and construction of hydrogen fueling stations. All employees in the Powersports business unit were transferred to the Truck and Energy business units within the Company. As a result, the Company recorded impairment expense related to its in-process R&D during 2020. There were no impairments of indefinite-lived intangible assets for the years ended December 31, 2022 and 2021. See Note 6, Intangible Assets, Net , for further discussion. For intangible assets acquired in a non-monetary exchange, the estimated fair value of the shares transferred are used to establish their recorded values. |
Long-Lived Assets and Finite Lived Intangibles | Long-Lived Assets and Finite Lived IntangiblesThe Company has finite lived intangible assets related to licenses. The Company reviews its long-lived assets and finite lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The events and circumstances the Company monitors and considers include significant decreases in the market price of similar assets, significant adverse changes to the extent and manner in which the asset is used, an adverse change in legal factors or business climate, an accumulation of costs that exceed the estimated cost to acquire or develop a similar asset, and continuing losses that exceed forecasted costs. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flow it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair value of the asset.During the fourth quarter of 2020, the Company ceased the operations of its Powersports business unit and recorded an impairment charge for certain of its long-lived assets and finite lived intangibles related to the Powersports business unit for the year ended December 31, 2020. There were no impairments of long-lived assets for the years ended December 31, 2022 and 2021. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is recognized when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company's lack of earnings history, the net deferred tax assets have been fully offset by a valuation |
Stock-based Compensation | Stock-based Compensation The Company recognizes the cost of stock-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. The Company reverses previously recognized costs for unvested awards in the period forfeitures occur. The Company determines the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield. The fair value of restricted stock unit ("RSU") awards is determined using the closing price of the Company's common stock on the grant date. The fair value of market based RSU awards ("Market Based RSUs") is determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. During the fourth quarter of 2022, the Company issued replacement awards in connection with the Romeo Acquisition in exchange for awards held by employees of Romeo who became employees of the Company. The portion of the acquiree awards that are attributable to pre-acquisition service are recognized as purchase consideration. The portion of the replacement awards attributable to post-acquisition service are recognized as compensation expense and classified in discontinued operations for the year ended December 31, 2022. See Note 11, Stock-Based Compensation Expense . |
Warrant Liability | Warrant LiabilityThe Company may issue common stock warrants with debt, equity or as a standalone financing instruments that are recorded as either liabilities or equity in accordance with the respective accounting guidance. Warrants recorded as equity are recorded at their relative fair value determined at the issuance date and remeasurement is not required. Warrants recorded as liabilities are recorded at their fair value, within warrant liability on the consolidated balance sheets, and remeasured on each reporting date with changes recorded in revaluation of warrant liability on the Company's consolidated statements of operations. |
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 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 does not offer returns on truck sales. Payment 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. Service and other revenues for the year ended December 31, 2020 were related to solar installation service projects. Solar installation projects were not related to the Company's primary operations and were concluded in 2020. |
Warranties | WarrantiesWarranty 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. |
Research and Development Expense | Research and Development ExpenseResearch and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor, stock-based compensation related to development of the Company's products and services, and expenses related to operating the Coolidge manufacturing plant until the start of commercial production. Research and development costs are expensed as incurred. |
Selling, General, and Administrative Expenses | Selling, General, and Administrative ExpenseSelling, general, and administrative expense consist of personnel related expenses for corporate, executive, finance, and other administrative functions, expenses for outside professional services, including legal, audit and accounting services, as well as expenses for facilities, depreciation, amortization, travel, and marketing costs. Personnel related expenses consist of salaries, benefits, and stock-based compensation. |
Advertising Expense | Advertising expense is expensed as incurred |
Other Income (Expense) | Other Income (Expense) Other income (expense) |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss, adjusted for the revaluation of warrant liability, by the weighted average number of common shares outstanding for the period, adjusted for the dilutive effect of shares of common stock |
Recently Adopted Accounting Pronouncements | (aa) Recently Adopted Accounting Pronouncements In November 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2021-10, Government Assistance, to increase transparency of government assistance which requires annual disclosures about transactions with a government entity that are accounted for by applying a grant or contribution accounting model by analogy. ASU 2021-10 is effective for annual periods beginning after December 15, 2021 and early adoption is permitted. The Company adopted ASU 2021-10 for the year ended December 31, 2022, which had an immaterial impact to the Company's consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of December 31, 2022 2021 2020 Cash and cash equivalents $ 225,850 $ 497,241 $ 840,913 Restricted cash and cash equivalents—current 10,600 — 4,365 Restricted cash and cash equivalents—non-current 77,459 25,000 4,000 Cash, cash equivalents and restricted cash and cash equivalents $ 313,909 $ 522,241 $ 849,278 |
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 December 31, 2022 2021 2020 Cash and cash equivalents $ 225,850 $ 497,241 $ 840,913 Restricted cash and cash equivalents—current 10,600 — 4,365 Restricted cash and cash equivalents—non-current 77,459 25,000 4,000 Cash, cash equivalents and restricted cash and cash equivalents $ 313,909 $ 522,241 $ 849,278 |
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 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Derivative asset $ — $ — $ 170 $ 170 Liabilities Warrant liability $ — $ — $ 381 $ 381 5% Senior Unsecured Convertible Note $ — $ — $ 50,000 $ 50,000 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents—money market $ 463,867 $ — $ — $ 463,867 Liabilities Warrant liability $ — $ — $ 4,284 $ 4,284 Derivative liability $ — $ — $ 4,189 $ 4,189 |
Changes in Forward Contract and Warrant Liability | The change in fair value of the Forward Contract Liability was as follows: Forward Contract Liability Estimated fair value at December 31, 2019 $ — Change in estimated fair value 1,324 Settlement of forward contract liability (1,324) Estimated fair value at December 31, 2020 $ — Warrant Liabilities Estimated fair value at December 31, 2019 $ — Warrant liability assumed from the Business Combination 21,698 Change in estimated fair value (13,448) Settlement of warrant liability (915) Estimated fair value at December 31, 2020 7,335 Change in fair value (3,051) Estimated fair value at December 31, 2021 4,284 Change in fair value (3,903) Estimated fair value at December 31, 2022 $ 381 |
Changes in Fair Value of Derivatives Liabilities and Assets | The change in fair value of the derivative liability was as follows: Derivative Liability Estimated fair value at September 13, 2021 $ 7,705 Change in estimated fair value (104) Settlement of first price differential (3,412) Estimated fair value at December 31, 2021 4,189 Change in estimated fair value 2,399 Settlement of second price differential (6,588) Estimated fair value at December 31, 2022 $ — Derivative asset Estimated fair value as of June 1, 2022 $ 1,500 Change in estimated fair value (1,330) Estimated fair value as of December 31, 2022 $ 170 |
Inputs and Assumptions Used | The following reflects the significant quantitative inputs used: As of April 10, 2020 Estimated future value of Series D redeemable convertible preferred stock $ 10.00 Discount rate — % Time to liquidity (years) 0 As of December 31, 2022 2021 Stock price $ 2.16 $ 9.87 Exercise price $ 11.50 $ 11.50 Remaining term (in years) 2.42 3.42 Volatility 100 % 90 % Risk-free rate 4.28 % 1.03 % Expected dividend yield — — As of June 22, 2021 Stock price $ 17.32 Strike price $ 14.86 Volatility 95 % Risk-free rate 0.10 % December 31, 2021 Stock Price $ 9.87 Strike Price $ 14.86 Volatility 100 % Risk-free rate 0.18 % As of December 31, 2022 June 1, 2022 Stock price $ 2.16 $ 6.77 Threshold price $ 20.00 $ 20.00 Remaining term (in years) 1.92 2.50 Volatility 100 % 90 % Risk-free rate 4.39 % 2.73 % Payer cost of debt 6.22 % 4.30 % |
Schedule of Property, Plant and Equipment | The useful lives of the Company's assets are as follows: Computers 1 to 3 years Software 1 to 5 years Demo trucks 4 years Vehicles 5 years Machinery and equipment 3 to 20 years years Furniture and fixtures 7 years Leasehold improvements Shorter of useful life or lease term Tooling Based off estimated production quantity Buildings 30 to 40 years Property, plant and equipment, net consisted of the following at December 31, 2022 and 2021, respectively: As of December 31, 2022 2021 Construction-in-progress $ 209,187 $ 103,515 Buildings 127,797 100,391 Equipment 35,257 24,875 Land 24,762 3,957 Tooling 17,693 11,676 Demo vehicles 15,215 888 Software 8,568 7,562 Other 3,501 3,011 Leasehold improvements 2,953 2,883 Finance lease assets 2,193 646 Furniture and fixtures 1,492 1,480 Property, plant and equipment, gross 448,618 260,884 Less: accumulated depreciation and amortization (30,833) (16,507) Total property, plant and equipment, net $ 417,785 $ 244,377 |
Schedule of Product Warranty Liability | The change in warranty liability for the year ended December 31, 2022 is summarized as follows: Year Ended December 31, 2022 Accrued warranty - beginning of period $ — Provision for new warranties 8,079 Warranty costs incurred (291) Accrued warranty - end of period $ 7,788 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the period ended December 31, 2020: Recapitalization Cash - VectoIQ's trust and cash (net of redemptions) $ 238,358 Cash - PIPE 525,000 Less: transaction costs and advisory fees paid (51,210) Less: VectoIQ loan payoff in conjunction with close (422) Less: M&M Residual redemption (70,000) Less: Nimbus repurchase (25,000) Net Business Combination and PIPE financing 616,726 Less: non-cash net liabilities assumed from VectoIQ (21,919) Less: accrued transaction costs and advisory fees (285) Net contributions from Business Combination and PIPE financing $ 594,522 The number of shares of common stock issued immediately following the consummation of the Business Combination were as follows: Number of Shares Common stock, outstanding prior to Business Combination 22,986,574 Less: redemption of VectoIQ shares (2,702) Common stock of VectoIQ 22,983,872 VectoIQ Founder Shares 6,640,000 Shares issued in PIPE 52,500,000 Less: M&M Residual redemption (7,000,000) Less: Nimbus repurchase (2,850,930) Business Combination and PIPE financing shares 72,272,942 Legacy Nikola shares (1) 288,631,536 Total shares of common stock immediately after Business Combination 360,904,478 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 for each outstanding share of Romeo Common Stock, 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 daily 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. Refer to Note 11, Stock-Based Compensation . |
Schedule of Recognized Identified Assets 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 |
Business Acquisition, Pro Forma Information | The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the years ended December 31, 2022 and 2021 as if the acquisition of Romeo had occurred on January 1, 2021. 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, 2021. 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 year ended December 31, 2022 2021 Total revenues $ 55,985 $ 6,621 Net loss (963,939) (699,928) Net loss attributable to common shareholders (963,939) (699,928) Net loss per share attributable to common shareholders: Basic $ (2.10) $ (1.66) Diluted $ (2.10) $ (1.67) |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Components of Inventory | Inventory consisted of the following at December 31, 2022 and 2021, respectively: As of December 31, 2022 2021 Raw materials $ 52,442 $ 7,344 Work-in-process 9,646 4,253 Finished goods 47,677 — Service parts 2,105 — Total inventory $ 111,870 $ 11,597 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following at December 31, 2022 and 2021, respectively: As of December 31, 2022 2021 Prepaid expenses $ 6,763 $ 5,116 Non-trade receivables 6,064 2,717 Headquarters sale agreement receivable 5,487 — Deposits 3,917 5,615 Prepaid insurance premiums 3,611 — Deferred implementation costs 2,101 2,443 Total prepaid expenses and other current assets $ 27,943 $ 15,891 |
Schedule of Property, Plant and Equipment | The useful lives of the Company's assets are as follows: Computers 1 to 3 years Software 1 to 5 years Demo trucks 4 years Vehicles 5 years Machinery and equipment 3 to 20 years years Furniture and fixtures 7 years Leasehold improvements Shorter of useful life or lease term Tooling Based off estimated production quantity Buildings 30 to 40 years Property, plant and equipment, net consisted of the following at December 31, 2022 and 2021, respectively: As of December 31, 2022 2021 Construction-in-progress $ 209,187 $ 103,515 Buildings 127,797 100,391 Equipment 35,257 24,875 Land 24,762 3,957 Tooling 17,693 11,676 Demo vehicles 15,215 888 Software 8,568 7,562 Other 3,501 3,011 Leasehold improvements 2,953 2,883 Finance lease assets 2,193 646 Furniture and fixtures 1,492 1,480 Property, plant and equipment, gross 448,618 260,884 Less: accumulated depreciation and amortization (30,833) (16,507) Total property, plant and equipment, net $ 417,785 $ 244,377 |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following at December 31, 2022 and 2021, respectively: As of December 31, 2022 2021 Settlement liability $ 90,000 $ 50,000 Accrued purchase of intangible asset 32,126 11,344 Inventory received not yet invoiced 18,167 8,253 Supply agreement revision commitment 10,000 — Accrued payroll and payroll related expenses 8,298 2,521 Accrued outsourced engineering services 8,056 1,134 Accrued purchases of property, plant and equipment 3,587 2,817 Other accrued expenses 2,152 7,090 Accrued legal expenses 2,041 5,664 Operating lease liabilities, current 1,979 475 Accrued Equity Distribution Agreement Fees 1,681 — Warranty liability, current 1,484 — Derivative liability — 4,189 Total accrued expenses and other current liabilities $ 179,571 $ 93,487 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease, Cost | The following table summarizes the effects of finance and operating lease costs on the Company's continuing operations in the consolidated statements of operations for the year ended December 31, 2022: Consolidated Statements of Operations Caption Year Ended December 31, 2022 2021 2020 Operating lease cost: Lease cost Research and development and Selling, general and administrative $ 1,182 $ 130 $ — Variable lease cost (1) Research and development and Selling, general and administrative 212 26 — Total operating lease cost 1,394 156 — Short-term lease cost Research and development and Selling, general and administrative 1,744 1,155 19 Finance lease cost: Amortization of right of use assets Research and development and Selling, general and administrative 342 2,758 3,312 Interest on lease liabilities Interest income (expense), net 44 789 782 Variable lease cost (1) Research and development and Selling, general and administrative 55 738 744 Total finance lease cost 441 4,285 4,838 Total lease cost $ 3,579 $ 5,596 $ 4,857 |
Schedule of Assets and Liabilities, Lessee | Supplemental balance sheet information related to leases is as follows: Classification As of December 31, 2022 2021 Assets Finance lease assets, net Property, plant and equipment, net $ 1,774 $ 570 Operating lease assets Other assets 7,936 2,681 Total lease assets $ 9,710 $ 3,251 Liabilities Current: Finance lease liabilities Debt and finance lease liabilities, current $ 367 $ 140 Operating lease liabilities Accrued expenses and other current liabilities 1,979 475 Non-current: Finance lease liabilities Long-term debt and finance lease liabilities, net of current portion 818 408 Operating lease liabilities Operating lease liabilities 6,091 2,263 Total lease liabilities $ 9,255 $ 3,286 |
Schedule of Supplemental Cash Flow Information and Other Lease Information | As of December 31, 2022 2021 Weighted average remaining lease term (years) Finance leases 4.23 3.91 Operating leases 5.98 4.81 Weighted average discount rate Finance leases 4.94 % 4.69 % Operating leases 5.92 % 4.00 % Supplemental cash flow information related to leases is as follows: As of December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow for finance leases $ 44 $ 789 Operating cash flow for operating leases 1,102 72 Leased assets obtained in exchange for lease liabilities Finance leases $ 1,547 $ 646 Operating leases 6,176 2,788 |
Schedule of Fiscal Year Maturity of Finance Lease Liability | Maturities of the Company's lease liabilities are as follows: Years Ended December 31, Finance leases Operating leases Total 2023 $ 409 $ 2,396 $ 2,805 2024 434 1,992 2,426 2025 186 1,130 1,316 2026 88 1,120 1,208 2027 36 520 556 Thereafter 181 2,664 2,845 Total lease payments $ 1,334 $ 9,822 $ 11,156 Less: imputed interest 149 1,752 1,901 Total lease liabilities $ 1,185 $ 8,070 $ 9,255 Less: current portion 367 1,979 2,346 Long-term lease liabilities $ 818 $ 6,091 $ 6,909 |
Schedule of Fiscal Year Maturity of Operating Lease Liability | Maturities of the Company's lease liabilities are as follows: Years Ended December 31, Finance leases Operating leases Total 2023 $ 409 $ 2,396 $ 2,805 2024 434 1,992 2,426 2025 186 1,130 1,316 2026 88 1,120 1,208 2027 36 520 556 Thereafter 181 2,664 2,845 Total lease payments $ 1,334 $ 9,822 $ 11,156 Less: imputed interest 149 1,752 1,901 Total lease liabilities $ 1,185 $ 8,070 $ 9,255 Less: current portion 367 1,979 2,346 Long-term lease liabilities $ 818 $ 6,091 $ 6,909 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows: As of December 31, 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 800 151 649 Total intangible assets $ 97,981 $ 5,508 $ 92,473 As of December 31, 2021 Gross Carrying Accumulated Net Carrying Licenses: S-WAY Product and Platform license $ 50,000 $ — $ 50,000 FCPM license 47,181 — 47,181 Total intangible assets $ 97,181 $ — $ 97,181 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense for all intangible assets subject to amortization in future years is expected to be: Years Ended December 31, Amortization 2023 $ 10,485 2024 13,628 2025 13,628 2026 13,478 2027 13,428 Thereafter 27,826 Total $ 92,473 |
INVESTMENTS IN AFFILIATES (Tabl
INVESTMENTS IN AFFILIATES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | Investments in unconsolidated affiliates accounted for under the equity method consisted of the following: As of December 31, Ownership 2022 2021 Nikola Iveco Europe GmbH 50 % $ 4,142 $ 4,083 Wabash Valley Resources LLC 20 % 57,674 57,695 Nikola - TA HRS 1, LLC 50 % 1,000 — $ 62,816 $ 61,778 Equity in net loss of affiliates on the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 were as follows: Year Ended December 31, 2022 2021 2020 Equity in net loss of affiliates: Nikola Iveco Europe GmbH $ (20,394) $ (3,900) $ (637) Wabash Valley Resources LLC (271) 320 — Total equity in net loss of affiliates $ (20,665) $ (3,580) $ (637) |
DEBT AND FINANCE LEASE LIABIL_2
DEBT AND FINANCE LEASE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Finance lease Liabilities | A summary of debt and finance lease liabilities as of December 31, 2022 and 2021 is as follows: As of December 31, 2022 2021 Current: 5% Senior Convertible Notes $ 50,000 $ — Promissory notes 9,309 — Insurance premium financing 1,999 — Finance lease liabilities 367 140 Debt and finance lease liabilities, current $ 61,675 $ 140 Non-current: Toggle Senior Unsecured Convertible Notes $ 199,786 $ — Financing obligation 50,359 — Promissory notes 39,165 24,639 Finance lease liabilities 818 408 Long-term debt and finance lease liabilities, net of current portion $ 290,128 $ 25,047 |
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 December 31, 2022 Carrying Value Fair Value Toggle Senior Unsecured Convertible Notes $ 199,786 $ 189,671 Collateralized Note 44,699 43,742 Second Collateralized Note 3,775 3,690 Insurance premium financing 1,999 1,915 |
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 December 31, 2022 Principal amount $ 210,939 Accrued PIK interest 1,998 Unamortized discount (6,443) Unamortized issuance costs (6,708) Net carrying amount $ 199,786 Year Ended December 31, 2022 Contractual interest expense $ 12,937 Amortization of debt discount and issuance costs 2,156 Total interest expense $ 15,093 |
Schedule of Maturities of Long-term Debt | The following table summarizes the long-term debt maturities for each of the next five years and thereafter at December 31, 2022. Years Ended December 31, Total 2023 $ 14,654 2024 15,651 2025 15,722 2026 226,734 2027 9,993 Thereafter 99,376 Total $ 382,130 |
STOCK-BASED COMPENSATION EXPE_2
STOCK-BASED COMPENSATION EXPENSE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Valuation Assumption Use to Determine Fair Value of Option at Grant or Modification Date | The fair value of each option award at the grant date was estimated using the following assumptions: Year Ended December 31, 2022 2021 2020 Exercise price N/A N/A $1.05 - $9.66 Risk-free interest rate N/A N/A 0.1% - 1.7% Expected term (in years) N/A N/A 0.2 - 6.3 Expected dividend yield N/A N/A 0 Expected volatility N/A N/A 70.0% - 85.8% |
Stock Option Activity | Changes in stock options are as follows: Options Weighted Weighted Aggregate Outstanding at December 31, 2021 28,996,160 $ 1.28 6.87 $ 249,205 Granted — — Exercised 6,424,780 1.11 Cancelled 100,795 3.51 Outstanding at December 31, 2022 22,470,585 $ 1.31 5.33 $ 23,418 Vested and exercisable as of December 31, 2022 22,439,822 $ 1.31 5.33 $ 23,412 |
RSU Activity | Changes in RSUs are as follows: Number of RSUs Weighted-Average Grant Date Fair Value Balance at December 31, 2021 12,178,672 $ 18.7 Granted 17,966,171 7.0 Granted in Romeo Acquisition 1,066,772 3.0 Released 8,527,456 14.0 Cancelled 3,109,359 13.0 Balance at December 31, 2022 19,574,800 $ 10.0 For the year ended December 31, 2022 Term (years) 0.80 - 1.80 Stock price $5.32 - $9.66 Risk-free interest rate 1.66% - 3.50% Expected volatility 100% The following table summarizes 2022 market-based RSU activity: Number of Market Based RSUs Weighted-Average Grant Date Fair Value Balance at December 31, 2021 13,317,712 $ 26.0 Granted 1,351,361 2.5 Released — — Cancelled 12,598,015 24.3 Balance at December 31, 2022 2,071,058 $ 24.5 Unrecognized compensation expense Remaining weighted-average recognition period (years) Options $ 29 0.10 Market Based RSUs 13,214 1.42 RSUs 120,738 1.92 Total unrecognized compensation expense at December 31, 2022 $ 133,981 |
Stock-based Compensation Expense | The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the years ending December 31, 2022, 2021 and 2020, respectively: Years Ended December 31, 2022 2021 2020 Selling, general, and administrative $ 214,717 $ 169,561 $ 122,129 Research and development 34,949 36,150 15,862 Cost of revenues 2,779 — — Net loss from discontinued operations 2,960 — — Total stock-based compensation expense $ 255,405 $ 205,711 $ 137,991 |
Discontinued Operations and D_2
Discontinued Operations and Disposal Groups (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income taxes for the years ended December 31, 2022, 2021 and 2020 consisted of the following: Years Ended December 31, 2022 2021 2020 Current tax provision Federal $ — $ — $ 36 State 3 1 1 Total current tax provision 3 1 37 Deferred tax provision Federal — 1 (492) State 3 2 (571) Total deferred tax provision 3 3 (1,063) Total income tax provision (benefit) $ 6 $ 4 $ (1,026) The reconciliation of taxes at the federal statutory rate to the provision for income taxes for the years ended December 31, 2022, 2021 and 2020 was as follows: Years Ended December 31, 2022 2021 2020 Tax at statutory federal rate $ (155,064) $ (144,848) $ (78,098) State tax, net of federal benefit (28,612) (21,212) (14,052) Stock-based compensation 47,382 22,825 (7,652) Section 162(m) limitation 3,725 2,009 1,834 Research and development credits, net of uncertain tax position (16,503) (12,558) (14,945) Warrant revaluation (971) (641) (2,824) SEC Settlement — 26,250 — Other 5,345 (438) 408 Change in valuation allowance 144,704 128,617 114,303 Total income tax provision (benefit) $ 6 $ 4 $ (1,026) |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities as of December 31, 2022 and 2021 consisted of the following: As of December 31, 2022 2021 Deferred tax assets: Federal and state income tax credits $ 52,932 $ 33,837 Net operating loss carryforward 317,393 245,014 Start-up costs capitalized 1,432 1,454 Stock-based compensation 13,599 12,645 Finance lease liabilities 15,017 680 Accrued purchase of intangible asset 7,993 — Inventory 2,758 — Research expenditures 49,137 — Accrued expenses and other 1,459 802 Total deferred tax assets 461,720 294,432 Valuation allowance (435,923) (291,222) Deferred tax assets, net of valuation allowance 25,797 3,210 Deferred tax liabilities: Intangible assets (2,363) (2,116) Finance lease assets (1,975) (666) Property, plant and equipment, net (21,474) (439) Total deferred tax liabilities (25,812) (3,221) Deferred tax liabilities, net $ (15) $ (11) |
Schedule of Income Tax Contingencies | The following table reflect changes in the unrecognized tax benefits: Years Ended December 31, 2022 2021 2020 Gross amount of unrecognized tax benefits as of the beginning of the year $ 11,661 $ 7,392 $ 432 Additions based on tax positions related to the current year 5,550 4,269 5,622 Additions based on tax position from prior years 865 — 1,338 Gross amount of unrecognized tax benefits as of the end of the year $ 18,076 $ 11,661 $ 7,392 |
Schedule Of Net Operating Losses And R&D Credit Carryforwards Valuation Allowances | The increase in the valuation allowance for the year ended December 31, 2022 of $144.7 million as reflected below, is due to increases in the net operating losses and research and development credit carryforwards. Years Ended December 31, 2022 2021 Valuation Allowance as of the beginning of the period $ (291,222) $ (162,604) Current Year Change (144,701) (128,618) Valuation Allowance as of the end of the period $ (435,923) $ (291,222) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | The following table presents the Company's commitments and contractual obligations as of December 31, 2022: Payments due by period as of December 31, 2022 Total Less than 1 Year 1 - 3 Years 3 - 5 Years More than 5 Years Unrecorded contractual obligations: Purchase obligations $ 293,300 $ 133,220 $ 160,080 $ — $ — Leases executed not yet commenced 47,356 5,403 17,361 17,297 7,295 Recorded contractual obligations: Accrued SEC settlement 90,000 90,000 — — — FCPM License 32,126 32,126 — — — $ 462,782 $ 260,749 $ 177,441 $ 17,297 $ 7,295 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2022, 2021, and 2020. Years Ended December 31, 2022 2021 2020 Numerator: Net loss from continuing operations $ (738,138) $ (690,438) $ (370,866) Net loss from discontinued operations (46,100) — — Net loss (784,238) (690,438) (370,866) Less: Premium on repurchase of redeemable convertible preferred stock — — (13,407) Net loss attributable to common shareholders, basic $ (784,238) $ (690,438) $ (384,273) Less: revaluation of warrant liability — (3,051) (13,448) Net loss attributable to common stockholder, diluted $ (784,238) $ (693,489) $ (397,721) Denominator: Weighted average shares outstanding, basic 441,800,499 398,655,081 335,325,271 Dilutive effect of common stock issuable from assumed exercise of options — 129,311 505,762 Weighted average shares outstanding, diluted 441,800,499 398,784,392 335,831,033 Basic net loss per share: Net loss from continuing operations $ (1.67) $ (1.73) $ (1.11) Net loss from discontinued operations $ (0.11) $ — $ — Net loss $ (1.78) $ (1.73) $ (1.11) Net loss attributable to common stockholders $ (1.78) $ (1.73) $ (1.15) Diluted net loss per share: Net loss attributable to common stockholders $ (1.78) $ (1.74) $ (1.18) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Years Ended December 31, 2022 2021 2020 Toggle Senior Unsecured Convertible Notes (on an as-converted basis) 24,123,014 — — 5% Senior Convertible Notes (on an as-converted basis) 22,418,653 — — Outstanding warrants 1,137,850 — — Stock options, including performance stock options 22,470,585 28,996,160 32,529,224 Restricted stock units, including Market Based RSUs 21,645,858 25,496,384 18,344,243 Total 91,795,960 54,492,544 50,873,467 |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 03, 2020 |
Business Acquisition [Line Items] | ||||
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Romeo Power, Inc | ||||
Business Acquisition [Line Items] | ||||
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | |||
Total consideration transferred | $ 78,587 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Sep. 13, 2021 USD ($) $ / shares | Jun. 22, 2021 USD ($) $ / shares | Jun. 30, 2022 USD ($) day | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) business_component segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||
Number of reportable segments | segment | 1 | |||||||
Number of operating segments | segment | 1 | |||||||
Number of business components | business_component | 2 | |||||||
Allowance for credit loss | $ 0 | |||||||
Cash and cash equivalents | $ 497,241,000 | 225,850,000 | $ 497,241,000 | $ 840,913,000 | ||||
Fair value of put right | 0 | 0 | 0 | 0 | ||||
Maximum contractual obligation | 462,782,000 | |||||||
Derivative liability | 4,189,000 | 4,189,000 | ||||||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | |||||||
Reclassification from mezzanine equity to equity after elimination of put right | 5,532,000 | |||||||
Goodwill impairment | 0 | 0 | 0 | |||||
Impairment of indefinite-lived intangible assets | 0 | 0 | 0 | |||||
Impairment of long-lived assets held-for-use | 0 | 0 | ||||||
Advertising expense | $ 2,000,000 | $ 1,900,000 | 700,000 | |||||
Government Assistance, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other income (expense), net | Other income (expense), net | ||||||
Foreign currency gain (loss) | $ 1,000,000 | $ 1,400,000 | (800,000) | |||||
Embedded Derivative Financial Instruments | ||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||
Derivative, notional amount | $ 9,000,000 | |||||||
Remaining term | 30 months | |||||||
Trading days during consecutive trading day period | day | 20 | |||||||
Period of consecutive trading days | day | 40 | |||||||
Wabash Valley Resources, Amended Membership Interest Purchase Agreement | ||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||
Equity method investment, ownership percentage | 20% | |||||||
Sale of stock, consideration received on transaction | $ 10,000,000 | |||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 14.86 | |||||||
First price differential threshold | 15 days | |||||||
Second price differential threshold | 5 days | |||||||
Percentage of closing stock consideration (in percent) | 50% | |||||||
Maximum contractual obligation | $ 10,000,000 | |||||||
Reclassification from temporary to permanent equity | 13,200,000 | |||||||
Derivative liability | 7,700,000 | |||||||
Reclassification from mezzanine equity to equity after elimination of put right | $ 5,500,000 | |||||||
Wabash Valley Resources, Amended Membership Interest Purchase Agreement | Put Option | ||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||
Fair value of put right | $ 3,200,000 | |||||||
Warrant Liability | ||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||
Change in estimated fair value | 3,903,000 | 3,051,000 | 13,448,000 | |||||
Settlement | $ 915,000 | |||||||
Derivative Financial Instruments, Put Right Liabilities | Exercise price | ||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||
Measurement input | $ / shares | 14.86 | |||||||
Derivative Financial Instruments, Liabilities | Wabash Valley Resources, Amended Membership Interest Purchase Agreement | ||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||
Settlement | $ (6,600,000) | 3,400,000 | ||||||
Money Market | ||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||||||
Restricted cash | $ 25,000,000 | $ 88,100,000 | $ 25,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 225,850 | $ 497,241 | $ 840,913 | |
Restricted cash and cash equivalents—current | 10,600 | 0 | 4,365 | |
Restricted cash and cash equivalents—non-current | 77,459 | 25,000 | 4,000 | |
Cash, cash equivalents and restricted cash and cash equivalents | $ 313,909 | $ 522,241 | $ 849,278 | $ 89,832 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 30, 2022 | Dec. 31, 2021 |
Assets | |||
Derivative asset | $ 170 | ||
Liabilities | |||
Warrant liability | 381 | $ 4,284 | |
5% Senior Unsecured Convertible Note | $ 50,000 | ||
Derivative liability | 4,189 | ||
5% Senior Convertible Notes - Subsequent Placement | Convertible Notes Payable | |||
Liabilities | |||
Interest rate, stated percentage | 5% | 5% | |
Money Market | |||
Assets | |||
Cash equivalents—money market | 463,867 | ||
Level 1 | |||
Assets | |||
Derivative asset | $ 0 | ||
Liabilities | |||
Warrant liability | 0 | 0 | |
5% Senior Unsecured Convertible Note | 0 | ||
Derivative liability | 0 | ||
Level 1 | Money Market | |||
Assets | |||
Cash equivalents—money market | 463,867 | ||
Level 2 | |||
Assets | |||
Derivative asset | 0 | ||
Liabilities | |||
Warrant liability | 0 | 0 | |
5% Senior Unsecured Convertible Note | 0 | ||
Derivative liability | 0 | ||
Level 2 | Money Market | |||
Assets | |||
Cash equivalents—money market | 0 | ||
Level 3 | |||
Assets | |||
Derivative asset | 170 | ||
Liabilities | |||
Warrant liability | 381 | 4,284 | |
5% Senior Unsecured Convertible Note | $ 50,000 | ||
Derivative liability | 4,189 | ||
Level 3 | Money Market | |||
Assets | |||
Cash equivalents—money market | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Change in Fair Value of Convertible Preferred Stock (Details) - Mandatorily Redeemable Preferred Stock $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Estimated fair value at beginning of period | $ 0 |
Change in estimated fair value | 1,324 |
Settlement of forward contract liability | (1,324) |
Estimated fair value at end of period | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimates and Assumptions Impacting Fair Value of Series D Preferred Stock (Details) | Apr. 10, 2020 |
Estimated future value of Series D redeemable convertible preferred stock | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial instruments subject to mandatory redemption, measurement input | 10 |
Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial instruments subject to mandatory redemption, measurement input | 0 |
Time to liquidity (years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial instruments subject to mandatory redemption, measurement input | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Change in Fair Value Of Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant Liability | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Estimated fair value at beginning of period | $ 4,284 | $ 7,335 | $ 0 | |||
Warrant liability assumed in acquisition | 21,698 | |||||
Change in estimated fair value | (3,903) | (3,051) | (13,448) | |||
Settlements | (915) | |||||
Estimated fair value at end of period | $ 4,284 | $ 4,284 | 381 | 4,284 | $ 7,335 | |
Derivative Financial Instruments, Liabilities | Price Differential | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Estimated fair value at beginning of period | 7,705 | 4,189 | ||||
Change in estimated fair value | 104 | (2,399) | ||||
Settlements | 3,412 | 6,588 | ||||
Estimated fair value at end of period | 4,189 | $ 4,189 | $ 0 | $ 4,189 | ||
Wabash Valley Resources, Amended Membership Interest Purchase Agreement | Derivative Financial Instruments, Liabilities | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Settlements | $ 6,600 | $ (3,400) |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Warrants & Derivatives (Details) - USD ($) $ in Thousands | 4 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Embedded Derivative Financial Instruments | Derivative Financial Instruments, Assets | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Estimated fair value at beginning of period | $ 1,500 | ||||
Change in estimated fair value | (1,330) | ||||
Estimated fair value at end of period | 170 | $ 170 | |||
Warrant Liability | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Estimated fair value at beginning of period | 4,284 | $ 7,335 | $ 0 | ||
Change in estimated fair value | (3,903) | (3,051) | (13,448) | ||
Settlement of forward contract liability | (915) | ||||
Estimated fair value at end of period | $ 4,284 | 381 | 381 | 4,284 | $ 7,335 |
Derivative Financial Instruments, Liabilities | Price Differential | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Estimated fair value at beginning of period | 7,705 | 4,189 | |||
Change in estimated fair value | 104 | (2,399) | |||
Settlement of forward contract liability | 3,412 | 6,588 | |||
Estimated fair value at end of period | $ 4,189 | $ 0 | $ 0 | $ 4,189 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Unobservable Inputs Redeemable Convertible Preferred Stock Warrant Liability (Details) | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Term | 2 years 5 months 1 day | 3 years 5 months 1 day |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0428 | 0.0103 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 1 | 0.90 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 2.16 | 9.87 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 11.50 | 11.50 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Measurement Inputs of Derivative Liability (Details) | Dec. 31, 2022 $ / shares | Jun. 01, 2022 $ / shares | Dec. 31, 2021 $ / shares | Jun. 22, 2021 $ / shares |
Stock price | Put Right | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input, liabilities | 17.32 | |||
Stock price | Price Differential | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input, liabilities | 9.87 | |||
Stock price | Embedded Derivative Financial Instruments | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input, assets | 2.16 | 6.77 | ||
Strike price | Put Right | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input, liabilities | 14.86 | |||
Strike price | Price Differential | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input, liabilities | 14.86 | |||
Strike price | Embedded Derivative Financial Instruments | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input, assets | 20 | 20 | ||
Volatility | Put Right | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input, liabilities | 0.95 | |||
Volatility | Price Differential | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input, liabilities | 1 | |||
Volatility | Embedded Derivative Financial Instruments | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input, assets | 1 | 0.90 | ||
Risk-free rate | Put Right | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input, liabilities | 0.0010 | |||
Risk-free rate | Price Differential | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input, liabilities | 0.0018 | |||
Risk-free rate | Embedded Derivative Financial Instruments | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input, assets | 0.0439 | 0.0273 | ||
Time to liquidity (years) | Embedded Derivative Financial Instruments | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input, assets | 1.92 | 2.50 | ||
Payer cost of debt | Embedded Derivative Financial Instruments | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input, assets | 0.0622 | 0.0430 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Demo trucks | |
Property, Plant and Equipment [Line Items] | |
Useful life | 4 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Minimum | Computers | |
Property, Plant and Equipment [Line Items] | |
Useful life | 1 year |
Minimum | Software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 1 year |
Minimum | Buildings | |
Property, Plant and Equipment [Line Items] | |
Useful life | 30 years |
Maximum | Computers | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Maximum | Software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Maximum | Buildings | |
Property, Plant and Equipment [Line Items] | |
Useful life | 40 years |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Product Warrant Liability (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |
Accrued warranty - beginning of period | $ 0 |
Provision for new warranties | 8,079 |
Warranty costs incurred | (291) |
Accrued warranty - end of period | $ 7,788 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Oct. 14, 2022 $ / shares shares | Jun. 03, 2020 USD ($) $ / shares shares | Jun. 02, 2020 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Conversion of stock, conversion ratio | 1.901 | |||||
Common stock and preferred stock, shares authorized (in shares) | 750,000,000 | 950,000,000 | ||||
Common stock, shares authorized (in shares) | 600,000,000 | 800,000,000 | 600,000,000 | |||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | |||
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Loss from operations | $ | $ 702,635 | $ 693,526 | $ 382,735 | |||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | $ | 7,300 | |||||
Discontinued Operations | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | $ | $ 7,300 | |||||
Romeo Power, Inc | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | |||||
Shares transferred per share of stock acquired (in shares) | 0.1186 | |||||
Nimbus Holdings, LLC | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock repurchased during the period (in shares) | 2,850,930 | 2,850,930 | ||||
Shares repurchased, price per share (in dollars per share) | $ / shares | $ 8.77 | |||||
Stock repurchased during the period | $ | $ 25,000 | |||||
M&M Residual, LLC | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock repurchased during the period (in shares) | 7,000,000 | |||||
Shares repurchased, price per share (in dollars per share) | $ / shares | $ 10 | $ 10 | ||||
Private Placement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued in transaction | 52,500,000 | |||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 | |||||
Sale of stock, consideration received on transaction | $ | $ 525,000 |
BUSINESS COMBINATIONS - Reconci
BUSINESS COMBINATIONS - Reconciliation to Statement of Cash Flows and Statement of Equity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Cash - PIPE | $ 525,000 | ||
Less: VectoIQ loan payoff in conjunction with close | (422) | ||
Net Business Combination and PIPE financing | $ 0 | $ 0 | 616,726 |
Less: non-cash net liabilities assumed from VectoIQ | 0 | 0 | (21,919) |
Less: accrued transaction costs and advisory fees | $ 0 | $ 0 | (285) |
Net contributions from Business Combination and PIPE financing | 594,522 | ||
M&M Residual, LLC | |||
Business Acquisition [Line Items] | |||
Repurchase and redemption of stock | (70,000) | ||
Nimbus Holdings, LLC | |||
Business Acquisition [Line Items] | |||
Repurchase and redemption of stock | (25,000) | ||
VectoIQ | |||
Business Acquisition [Line Items] | |||
Cash - VectoIQ's trust and cash (net of redemptions) | 238,358 | ||
Less: transaction costs and advisory fees paid | (51,210) | ||
Less: non-cash net liabilities assumed from VectoIQ | $ (21,919) |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Shares Issued (Details) | Jun. 03, 2020 shares | Jun. 02, 2020 shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares |
Business Acquisition [Line Items] | ||||
Common stock, shares outstanding (in shares) | 360,904,478 | 151,831,441 | 512,935,485 | 413,340,550 |
Business Combination and PIPE financing (in shares) | 72,272,942 | |||
Legacy Nikola shares (in shares) | 288,631,536 | |||
Conversion of stock, conversion ratio | 1.901 | |||
Private Placement | ||||
Business Acquisition [Line Items] | ||||
Shares issued in PIPE (in shares) | 52,500,000 | |||
Common Shareholders | ||||
Business Acquisition [Line Items] | ||||
Common stock of VectoIQ and VectoIQ Founder Shares (in shares) | 22,983,872 | |||
VectoIQ Founders | ||||
Business Acquisition [Line Items] | ||||
Common stock of VectoIQ and VectoIQ Founder Shares (in shares) | 6,640,000 | |||
M&M Residual, LLC | ||||
Business Acquisition [Line Items] | ||||
Stock repurchased during the period (in shares) | (7,000,000) | |||
Nimbus Holdings, LLC | ||||
Business Acquisition [Line Items] | ||||
Stock repurchased during the period (in shares) | (2,850,930) | (2,850,930) | ||
VectoIQ | ||||
Business Acquisition [Line Items] | ||||
Common stock, shares outstanding (in shares) | 22,986,574 | |||
Stock repurchased during the period (in shares) | (2,702) |
BUSINESS COMBINATIONS - Sched_2
BUSINESS COMBINATIONS - Schedule of Consideration for the Acquisition of Romeo (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 12 Months Ended | |||
Oct. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Proceeds from insurance premium financing | $ 6,637 | $ 0 | $ 0 | |
Prepaid expenses and other current assets | $ 27,943 | $ 15,891 | ||
Romeo Power, Inc | ||||
Business Acquisition [Line Items] | ||||
Fair value of Nikola common stock issued to Romeo shareholders | $ 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 consideration transferred | $ 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] | ||||
Face 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 | Dec. 31, 2022 | Oct. 14, 2022 | Dec. 31, 2021 |
Liabilities assumed | |||
Goodwill | $ 6,688 | $ 5,238 | |
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 in Romeo Acquisition | 77,137 | ||
Goodwill | 1,450 | ||
Total consideration transferred | $ 78,587 |
BUSINESS COMBINATIONS - Supplem
BUSINESS COMBINATIONS - Supplemental Pro Forma Information (Details) - Romeo Power, Inc - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Total revenues | $ 55,985 | $ 6,621 |
Net loss | (963,939) | (699,928) |
Net loss attributable to common shareholders, basic | (963,939) | (699,928) |
Net loss attributable to common shareholders, diluted | $ (963,939) | $ (699,928) |
Basic (in dollars per share) | $ (2.10) | $ (1.66) |
Diluted (in dollars per share) | $ (2.10) | $ (1.67) |
BALANCE SHEET COMPONENTS - Inve
BALANCE SHEET COMPONENTS - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 52,442 | $ 7,344 |
Work-in-process | 9,646 | 4,253 |
Finished goods | 47,677 | 0 |
Service parts | 2,105 | 0 |
Total inventory | $ 111,870 | $ 11,597 |
BALANCE SHEET COMPONENTS - Prep
BALANCE SHEET COMPONENTS - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 6,763 | $ 5,116 |
Non-trade receivables | 6,064 | 2,717 |
Headquarters sale agreement receivable | 5,487 | 0 |
Deferred implementation costs | 2,101 | 2,443 |
Prepaid insurance premiums | 3,611 | 0 |
Deposits | 3,917 | 5,615 |
Total prepaid expenses and other current assets | $ 27,943 | $ 15,891 |
BALANCE SHEET COMPONENTS - Narr
BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Amortization of deferred implementation costs | $ 2,800,000 | $ 0 | $ 0 |
Government Assistance, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid expenses and other current assets | Prepaid expenses and other current assets | |
Government Assistance, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets | |
Depreciation expense | $ 14,400,000 | $ 8,200,000 | 6,000,000 |
Impairment expense | 0 | 0 | 14,415,000 |
Arizona Qualified Facility Tax Credit (“QFTC”) | |||
Property, Plant and Equipment [Line Items] | |||
Government grant income | 1,200,000 | 2,400,000 | |
Government grants receivable, current | 1,200,000 | 1,200,000 | |
Government grants receivable, non-current | 0 | 1,200,000 | |
Construction In Progress and Machinery And Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Tangible asset impairment charges | $ 2,000,000 | ||
Impairment expense | $ 0 | $ 0 |
BALANCE SHEET COMPONENTS - Prop
BALANCE SHEET COMPONENTS - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Finance lease assets | $ 2,193 | $ 646 |
Property, plant and equipment, gross | 448,618 | 260,884 |
Less: accumulated depreciation and amortization | (30,833) | (16,507) |
Total property, plant and equipment, net | 417,785 | 244,377 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 209,187 | 103,515 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 127,797 | 100,391 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 35,257 | 24,875 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 24,762 | 3,957 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 17,693 | 11,676 |
Demo vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 15,215 | 888 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 8,568 | 7,562 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,953 | 2,883 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 3,501 | 3,011 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,492 | $ 1,480 |
BALANCE SHEET COMPONENTS - Accr
BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Settlement liability | $ 90,000 | $ 50,000 |
Accrued purchase of intangible asset | 32,126 | 11,344 |
Inventory received not yet invoiced | 18,167 | 8,253 |
Accrued payroll and payroll related expenses | 8,298 | 2,521 |
Supply agreement revision commitment | 10,000 | 0 |
Accrued outsourced engineering services | 8,056 | 1,134 |
Other accrued expenses | 2,152 | 7,090 |
Accrued purchases of property, plant and equipment | 3,587 | 2,817 |
Accrued legal expenses | 2,041 | 5,664 |
Accrued Equity Distribution Agreement Fees | 1,681 | 0 |
Derivative liability | 0 | 4,189 |
Accrued expenses and other current liabilities | $ 179,571 | $ 93,487 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2021 | Jun. 30, 2022 | May 10, 2022 | Sep. 30, 2021 | Feb. 28, 2018 | |
Lessee, Lease, Description [Line Items] | |||||
Lease term | 20 years | 11 years 9 months | |||
Option to purchase, amount | $ 25.1 | ||||
Finance lease liability remeasurement adjustment | $ 10.5 | ||||
Derecognition of finance lease liability | $ 24.7 | ||||
Land, Buildings and Improvements | |||||
Lessee, Lease, Description [Line Items] | |||||
Consideration received | $ 52.5 | $ 52.5 | |||
Promissory Note | Notes Payable, Other Payables | |||||
Lessee, Lease, Description [Line Items] | |||||
Face amount | $ 25 |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease cost: | |||
Lease cost | $ 1,182 | $ 130 | $ 0 |
Variable lease cost | 212 | 26 | 0 |
Total operating lease cost | 1,394 | 156 | 0 |
Short-term lease cost | 1,744 | 1,155 | 19 |
Finance lease cost: | |||
Amortization of right of use assets | 342 | 2,758 | 3,312 |
Interest on lease liabilities | 44 | 789 | 782 |
Variable lease cost | 55 | 738 | 744 |
Total finance lease cost | 441 | 4,285 | 4,838 |
Total lease cost | $ 3,579 | $ 5,596 | $ 4,857 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Finance lease assets, net | $ 1,774 | $ 570 |
Operating lease assets | 7,936 | 2,681 |
Total lease assets | 9,710 | 3,251 |
Current: | ||
Finance lease liabilities | 367 | 140 |
Operating lease liabilities | 1,979 | 475 |
Non-current: | ||
Finance lease liabilities | 818 | 408 |
Operating lease liabilities | 6,091 | 2,263 |
Total lease liabilities | $ 9,255 | $ 3,286 |
Property, plant and equipment, net | Property, plant and equipment, net | Property, plant and equipment, net |
Other assets | Other assets | Other assets |
Debt and finance lease liabilities, current | Debt and finance lease liabilities, current (including $50.0 million and zero measured at fair value, respectively) | Debt and finance lease liabilities, current (including $50.0 million and zero measured at fair value, respectively) |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Long-term debt and finance lease liabilities, net of current portion | Long-Term Debt and Lease Obligation | Long-Term Debt and Lease Obligation |
LEASES - Terms and Discount Rat
LEASES - Terms and Discount Rate (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Weighted average remaining lease term (years) | ||
Finance leases | 3 years 10 months 28 days | |
Operating leases | 4 years 9 months 21 days | |
Weighted average discount rate | ||
Finance leases | 4.94% | 4.69% |
Operating leases | 5.92% | 4% |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flow for finance leases | $ 44 | $ 789 | |
Operating cash flow for operating leases | 1,102 | 72 | |
Leased assets obtained in exchange for lease liabilities | |||
Finance leases | 1,547 | 646 | $ 0 |
Operating leases | $ 6,176 | $ 2,788 |
LEASES - Maturity of Lease Liab
LEASES - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finance leases | ||
2023 | $ 409 | |
2024 | 434 | |
2025 | 186 | |
2026 | 88 | |
2027 | 36 | |
Thereafter | 181 | |
Total lease payments | 1,334 | |
Less: imputed interest | 149 | |
Total lease liabilities | 1,185 | |
Less: current portion | 367 | $ 140 |
Long-term lease liabilities | 818 | 408 |
Operating leases | ||
2023 | 2,396 | |
2024 | 1,992 | |
2025 | 1,130 | |
2026 | 1,120 | |
2027 | 520 | |
Thereafter | 2,664 | |
Total lease payments | 9,822 | |
Less: imputed interest | 1,752 | |
Total lease liabilities | 8,070 | |
Less: current portion | 1,979 | 475 |
Long-term lease liabilities | 6,091 | 2,263 |
Total | ||
2023 | 2,805 | |
2024 | 2,426 | |
2025 | 1,316 | |
2026 | 1,208 | |
2027 | 556 | |
Thereafter | 2,845 | |
Total lease payments | 11,156 | |
Less: imputed interest | 1,901 | |
Total lease liabilities | 9,255 | $ 3,286 |
Less: current portion | 2,346 | |
Long-term lease liabilities | $ 6,909 |
INTANGIBLE ASSETS, NET - Schedu
INTANGIBLE ASSETS, NET - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 5,508 | $ 0 |
Net Carrying Amount | 92,473 | |
Gross Carrying Amount | 97,981 | 97,181 |
Total intangible assets | 92,473 | 97,181 |
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 | 5,357 | 0 |
Net Carrying Amount | 44,643 | $ 50,000 |
FCPM License | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 47,181 | |
Accumulated Amortization | 0 | |
Net Carrying Amount | 47,181 | |
Other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 800 | |
Accumulated Amortization | 151 | |
Net Carrying Amount | $ 649 |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) € in Millions | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) payment_installment | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 EUR (€) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 5,500,000 | $ 0 | $ 0 | ||
Impairment of indefinite-lived intangible assets | 0 | 0 | $ 0 | ||
Impairment of intangible assets, finite-lived | $ 0 | 0 | |||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment expense | ||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment expense | ||||
Acquired intangible assets included in liabilities | $ 0 | 47,181,000 | $ 0 | ||
Other long-term liabilities | 6,303,000 | 84,033,000 | |||
In Process Research and Development | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of indefinite-lived intangible assets | 12,100,000 | ||||
Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of intangible assets, finite-lived | $ 300,000 | ||||
S-WAY Product and Platform license | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 5,400,000 | ||||
S-WAY Product and Platform license | Series D Preferred Stock | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 7 years | ||||
FCPM License | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets included in liabilities | $ 47,200,000 | € 40 | |||
Other long-term liabilities | $ 32,100,000 | € 30 | |||
Number of installment payments | payment_installment | 3 |
INTANGIBLE ASSETS, NET - Amorti
INTANGIBLE ASSETS, NET - Amortization of Intangible Assets (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 10,485 |
2024 | 13,628 |
2025 | 13,628 |
2026 | 13,478 |
2027 | 13,428 |
Thereafter | 27,826 |
Net Carrying Amount | $ 92,473 |
INVESTMENTS IN AFFILIATES - Sch
INVESTMENTS IN AFFILIATES - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 22, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Investment in affiliates | $ 62,816 | $ 61,778 | ||
Equity in net loss of affiliates | $ (20,665) | (3,580) | $ (637) | |
Nikola Iveco Europe GmbH | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, ownership percentage | 50% | |||
Investment in affiliates | $ 4,142 | 4,083 | ||
Equity in net loss of affiliates | $ (20,394) | (3,900) | (637) | |
Wabash Valley Resources LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, ownership percentage | 20% | |||
Investment in affiliates | $ 57,674 | 57,695 | $ 57,400 | |
Equity in net loss of affiliates | $ (271) | 320 | $ 0 | |
Nikola - TA HRS 1, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, ownership percentage | 50% | |||
Investment in affiliates | $ 1,000 | $ 0 |
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 | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 EUR (€) | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Payments to acquire joint venture | $ 23,027 | $ 25,000 | $ 8,817 | |||||
Maximum contractual obligation | 462,782 | |||||||
Investment in affiliates | $ 62,816 | 61,778 | ||||||
Nikola Iveco Europe GmbH | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment, ownership percentage | 50% | |||||||
Equity method investment, volume and profit allocation percentage | 50% | |||||||
Payments to acquire joint venture | $ 21,800 | € 20 | € 0 | $ 8,800 | € 7.4 | |||
Maximum contractual obligation | 11,200 | |||||||
Investment in affiliates | 4,142 | 4,083 | ||||||
Nikola Iveco Europe GmbH | Financial Guarantee | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Maximum exposure | $ 15,400 | |||||||
Wabash Valley Resources LLC | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment, ownership percentage | 20% | |||||||
Maximum exposure | $ 57,900 | |||||||
Payments to acquire equity method investments | $ 25,000 | |||||||
Common stock of VectoIQ and VectoIQ Founder Shares (in shares) | shares | 1,682,367 | |||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 14.86 | |||||||
Equity interest issued and issuable (in shares) | $ 32,400 | |||||||
Investment in affiliates | 57,400 | $ 57,674 | 57,695 | |||||
Notes receivable, related parties | $ 300 | |||||||
Equity method investment, difference between carrying amount and underlying equity | $ 55,500 | |||||||
Nikola - TA HRS 1, LLC | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment, ownership percentage | 50% | |||||||
Investment in affiliates | $ 1,000 | $ 0 | ||||||
Nikola - TA HRS 1, LLC | Variable Interest Entity, Not Primary Beneficiary | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Payments to acquire joint venture | $ 1,000 | |||||||
Iveco | Nikola Iveco Europe GmbH | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment, ownership percentage | 50% | |||||||
Equity method investment, volume and profit allocation percentage | 50% |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 03, 2020 | Jun. 02, 2020 | Jun. 30, 2020 | May 31, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||||||||
Options granted (in shares) | 0 | |||||||||||
Stock-based compensation expense | $ 205,711 | $ 137,991 | ||||||||||
Granted (in dollars per share) | $ 0 | |||||||||||
Weighted average grant date fair value (in dollars per share) | $ 6.92 | |||||||||||
Options, weighted average remaining contractual term | 5 years 3 months 29 days | 6 years 10 months 13 days | ||||||||||
Stock issued during period, value, issued for service, gross | $ 92,000 | |||||||||||
Premium on repurchase of redeemable convertible preferred stock | $ 13,400 | $ 0 | $ 0 | 13,407 | ||||||||
Series D Preferred Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during period (in shares) | 25,661,448 | |||||||||||
Sale of stock, consideration received on transaction, license value | $ 50,000 | |||||||||||
Sale of stock, consideration received on transaction, value of in-kind services | 100,000 | |||||||||||
Sale of stock, consideration received on transaction | $ 100,000 | |||||||||||
M&M Residual, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock repurchased during the period (in shares) | 7,000,000 | |||||||||||
Shares repurchased, price per share (in dollars per share) | $ 10 | $ 10 | ||||||||||
Iveco | Series D Preferred Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Sale of stock, consideration received on transaction | $ 50,000 | |||||||||||
Series D redeemable convertible preferred stock in exchange for licensed technology (in shares) | 9,443,353 | |||||||||||
Stock issued (in shares) | 5,132,289 | |||||||||||
Chief Executive Officer | Reissued Performance Stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Options granted (in shares) | 180,153 | 6,005,139 | ||||||||||
Stock-based compensation expense | $ 7,200 | |||||||||||
Chief Executive Officer | Performance Shares | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Granted (in dollars per share) | $ 1.39 | |||||||||||
Weighted average grant date fair value (in dollars per share) | $ 1.20 | |||||||||||
Options, weighted average remaining contractual term | 6 years | |||||||||||
Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock repurchased during the period (in shares) | 2,850,930 | |||||||||||
Shares repurchased, price per share (in dollars per share) | $ 8.77 | |||||||||||
Stock repurchased during the period | $ 25,000 | |||||||||||
Aircraft Charter | Chief Executive Officer | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, expenses from transactions with related party | $ 1,600 | |||||||||||
Prepaid In-Kind Services | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, expenses from transactions with related party | $ 46,300 | 45,700 | ||||||||||
Related Party Research And Development Expense | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, expenses from transactions with related party | $ 15,100 |
DEBT AND FINANCE LEASE LIABIL_3
DEBT AND FINANCE LEASE LIABILITIES - Schedule of Debt and Finance lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current: | ||
Finance lease liabilities | $ 367 | $ 140 |
Debt and finance lease liabilities, current | 61,675 | 140 |
Non-current: | ||
Finance lease liabilities | 818 | 408 |
Long-term debt and finance lease liabilities, net of current portion | 290,128 | 25,047 |
Financing obligation | ||
Non-current: | ||
Long-term debt | 50,359 | 0 |
Notes Payable, Other Payables | ||
Non-current: | ||
Long-term debt | 39,165 | 24,639 |
5% Senior Convertible Notes | Convertible Notes Payable | ||
Current: | ||
Current maturities of long-term debt | 50,000 | 0 |
Promissory notes | Notes Payable, Other Payables | ||
Current: | ||
Current maturities of long-term debt | 9,309 | 0 |
Insurance premium financing | Notes Payable, Other Payables | ||
Current: | ||
Current maturities of long-term debt | 1,999 | 0 |
Toggle Senior Unsecured Convertible Notes | Convertible Notes Payable | ||
Non-current: | ||
Long-term debt | $ 199,786 | $ 0 |
DEBT AND FINANCE LEASE LIABIL_4
DEBT AND FINANCE LEASE LIABILITIES - Carrying Value and Estimated Fair Value (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Notes Payable, Other Payables | Collateralized Note | |
Debt Instrument [Line Items] | |
Carrying Value | $ 44,699 |
Fair Value | 43,742 |
Notes Payable, Other Payables | Second Collateralized Note | |
Debt Instrument [Line Items] | |
Carrying Value | 3,775 |
Fair Value | 3,690 |
Notes Payable, Other Payables | Insurance premium financing | |
Debt Instrument [Line Items] | |
Carrying Value | 1,999 |
Fair Value | 1,915 |
Level 2 | Convertible Notes Payable | |
Debt Instrument [Line Items] | |
Carrying Value | 199,786 |
Fair Value | $ 189,671 |
DEBT AND FINANCE LEASE LIABIL_5
DEBT AND FINANCE LEASE LIABILITIES - Narrative (Details) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 30, 2022 USD ($) day $ / shares | Aug. 04, 2022 USD ($) | Jun. 07, 2022 USD ($) | Jun. 01, 2022 USD ($) day $ / shares | Apr. 30, 2020 USD ($) | Jun. 30, 2022 USD ($) day | Apr. 30, 2020 USD ($) | Feb. 28, 2019 | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | May 10, 2022 USD ($) extension_option | Feb. 28, 2018 | Jan. 31, 2018 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||
Convertible notes payable | $ 50,000,000 | |||||||||||||||||
Lease term | 20 years | 11 years 9 months | ||||||||||||||||
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 | $ 0 | $ 5,487,000 | $ 5,487,000 | $ 0 | ||||||||||||||
Land, Buildings and Improvements | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Consideration received | $ 52,500,000 | $ 52,500,000 | $ 52,500,000 | |||||||||||||||
Asset under Construction | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Contingent consideration asset | 13,100,000 | |||||||||||||||||
Letter of Credit | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | $ 0 | $ 0 | $ 600,000 | |||||||||||||||
Standby Letters of Credit | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | 12,500,000 | 12,500,000 | 25,000,000 | 25,000,000 | ||||||||||||||
Toggle Senior Unsecured Convertible Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Secured debt limit per restrictive covenants | $ 500,000,000 | |||||||||||||||||
Notes Payable to Banks | Term Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount | $ 4,100,000 | |||||||||||||||||
Interest rate, stated percentage | 3% | 2.43% | ||||||||||||||||
Extension term | 1 year | |||||||||||||||||
Repayments of long-term debt | $ 4,100,000 | |||||||||||||||||
Notes Payable to Banks | Paycheck Protection Program, CARES Act | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate, stated percentage | 0.98% | 0.98% | ||||||||||||||||
Repayments of long-term debt | $ 4,100,000 | |||||||||||||||||
Proceeds from issuance of debt | $ 4,100,000 | |||||||||||||||||
Term | 24 months | |||||||||||||||||
Convertible Notes Payable | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Conversion ratio | 0.1143602 | |||||||||||||||||
Effective interest rate | 12.99% | 12.99% | ||||||||||||||||
Interest expense | $ 15,093,000 | |||||||||||||||||
Convertible Notes Payable | Toggle Senior Unsecured Convertible Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount | $ 200,000,000 | $ 200,000,000 | $ 210,939,000 | 210,939,000 | ||||||||||||||
Interest rate, stated percentage | 8% | 8% | ||||||||||||||||
Paid-in-kind interest rate | 11% | 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 | 183,200,000 | |||||||||||||||||
Unamortized issuance costs | 6,708,000 | 6,708,000 | ||||||||||||||||
Convertible Notes Payable | Toggle Senior Unsecured Convertible Notes | Minimum | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Redemption price (in percent) | 100% | |||||||||||||||||
Convertible Notes Payable | Toggle Senior Unsecured Convertible Notes | Conversion Circumstance One | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Threshold trading days | day | 20 | |||||||||||||||||
Threshold consecutive trading days | day | 30 | |||||||||||||||||
Convertible Notes Payable | Toggle Senior Unsecured Convertible Notes | Conversion Circumstance One | Maximum | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Threshold of stock price trigger (in percent) | 130% | |||||||||||||||||
Convertible Notes Payable | Toggle Senior Unsecured Convertible Notes | Conversion Circumstance Two | ||||||||||||||||||
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 | Toggle Senior Unsecured Convertible Notes | Conversion Circumstance Two | Minimum | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Threshold of stock price trigger (in percent) | 98% | |||||||||||||||||
Convertible Notes Payable | 5% Senior Convertible Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount | $ 50,000,000 | |||||||||||||||||
Interest rate, stated percentage | 5% | |||||||||||||||||
Threshold trading days | day | 3 | |||||||||||||||||
Redemption price (in percent) | 115% | |||||||||||||||||
Maximum principal amount of convertible notes | $ 125,000,000 | |||||||||||||||||
Remaining principal available for issuance | $ 75,000,000 | $ 75,000,000 | ||||||||||||||||
Interest rate in the event of default | 12.50% | |||||||||||||||||
Conversion reference price (in dollars per share) | $ / shares | $ 5.975 | |||||||||||||||||
Conversion floor price (in dollars per share) | $ / shares | $ 0.478 | |||||||||||||||||
Percentage of volume weighted average price | 95% | |||||||||||||||||
Maximum equity interest allowed | 0.0499 | |||||||||||||||||
Maximum equity interest allowed after notice | 0.0999 | |||||||||||||||||
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% | |||||||||||||||
Term | 1 year | |||||||||||||||||
Redemption price (in percent) | 100% | |||||||||||||||||
Notes Payable, Other Payables | Promissory Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount | $ 25,000,000 | $ 25,000,000 | ||||||||||||||||
Interest rate, stated percentage | 4% | 4% | ||||||||||||||||
Term | 60 months | |||||||||||||||||
Interest expense | $ 400,000 | $ 100,000 | ||||||||||||||||
Term of interest only payments | 12 months | |||||||||||||||||
Amortization period | 25 years | |||||||||||||||||
Unamortized debt issuance expense | $ 300,000 | |||||||||||||||||
Notes Payable, Other Payables | Promissory notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount | $ 50,000,000 | |||||||||||||||||
Interest rate, stated percentage | 4.26% | |||||||||||||||||
Term | 60 months | |||||||||||||||||
Interest expense | 1,100,000 | |||||||||||||||||
Collateral amount | $ 50,000,000 | |||||||||||||||||
Notes Payable, Other Payables | Second Collateralized Note | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount | $ 4,000,000 | |||||||||||||||||
Interest rate, stated percentage | 7% | |||||||||||||||||
Term | 60 months | |||||||||||||||||
Interest expense | 100,000 | |||||||||||||||||
Notes Payable, Other Payables | Insurance premium financing | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount | $ 6,600,000 | $ 6,600,000 | ||||||||||||||||
Interest rate, stated percentage | 2.95% | 2.95% | ||||||||||||||||
Interest expense | $ 100,000 | |||||||||||||||||
Financing obligation | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face amount | 38,300,000 | |||||||||||||||||
Unamortized issuance costs | $ 1,100,000 | |||||||||||||||||
Proceeds from issuance of financing obligations, net of issuance costs | $ 12,000,000 | |||||||||||||||||
Headquarters sale agreement receivable | $ 5,500,000 | 5,500,000 | ||||||||||||||||
Interest expense | $ 2,300,000 |
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 | Dec. 31, 2022 | Jun. 30, 2022 |
Debt Instrument [Line Items] | ||
Principal amount | $ 210,939 | $ 200,000 |
Accrued PIK interest | 1,998 | |
Unamortized discount | (6,443) | |
Unamortized issuance costs | (6,708) | |
Net carrying amount | $ 199,786 |
DEBT AND FINANCE LEASE LIABIL_7
DEBT AND FINANCE LEASE LIABILITIES - Interest Expense (Details) - Convertible Notes Payable $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Contractual interest expense | $ 12,937 |
Amortization of debt discount and issuance costs | 2,156 |
Total interest expense | $ 15,093 |
DEBT AND FINANCE LEASE LIABIL_8
DEBT AND FINANCE LEASE LIABILITIES - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
2023 | $ 14,654 |
2024 | 15,651 |
2025 | 15,722 |
2026 | 226,734 |
2027 | 9,993 |
Thereafter | 99,376 |
Total | $ 382,130 |
CAPITAL STRUCTURE (Details)
CAPITAL STRUCTURE (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Nov. 29, 2021 shares | Sep. 24, 2021 USD ($) day shares | Jun. 11, 2021 USD ($) day shares | Jul. 22, 2020 USD ($) $ / shares shares | Oct. 31, 2022 $ / shares shares | Aug. 31, 2022 USD ($) | Jun. 30, 2020 $ / shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Jun. 03, 2020 shares | |
Class of Warrant or Right [Line Items] | ||||||||||||
Common stock and preferred stock, shares authorized (in shares) | shares | 950,000,000 | 750,000,000 | ||||||||||
Common stock, shares authorized (in shares) | shares | 600,000,000 | 800,000,000 | 600,000,000 | 600,000,000 | ||||||||
Preferred stock, shares authorized (in shares) | shares | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||
Proceeds from issuance of common stock | $ | $ 1,500 | $ 123,672 | $ 163,788 | $ 0 | ||||||||
Revaluation of warrant liability | $ | 3,903 | 3,051 | 13,448 | |||||||||
Warrant liability | $ | $ 4,284 | 381 | 4,284 | |||||||||
Purchase period | 36 months | |||||||||||
Issuance of common stock for commitment shares | $ | $ 2,600 | $ 0 | $ 5,564 | $ 0 | ||||||||
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% | |||||||||||
Number of shares issued in transaction | shares | 17,248,244 | 14,213,498 | ||||||||||
Number of consecutive trading days | day | 3 | |||||||||||
Sale of stock, consideration received on transaction | $ | $ 123,700 | $ 163,800 | ||||||||||
Registered shares remaining in agreement (in shares) | shares | 3,420,990 | |||||||||||
Remaining commitment available | $ | $ 12,500 | |||||||||||
Registration Rights Agreement Shares Issued For Commitment Fee | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of shares issued in transaction | shares | 252,040 | 155,703 | ||||||||||
Issuance of common stock for commitment shares | $ | $ 2,900 | |||||||||||
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% | |||||||||||
Number of consecutive trading days | day | 3 | |||||||||||
Sale of stock, consideration received on transaction | $ | $ 300,000 | 300,000 | ||||||||||
Second Purchase Agreement | Maximum | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of shares issued in transaction | shares | 29,042,827 | |||||||||||
Equity Distribution Agreement | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Proceeds from issuance of common stock | $ | $ 167,800 | |||||||||||
Maximum authorized amount | $ | $ 400,000 | |||||||||||
Number of shares issued in transaction | shares | 45,324,227 | |||||||||||
Sale of stock, consideration received on transaction | $ | $ 163,500 | |||||||||||
Fixed commission rate of gross offering proceeds of shares sold | 2.50% | |||||||||||
Payments for commissions | $ | 4,300 | |||||||||||
Equity Distribution Agreement | Other Current Liabilities | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Accrued commission | $ | $ 1,700 | |||||||||||
Equity Distribution Agreement | Arithmetic Average | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 3.70 | |||||||||||
Public Warrant | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Common stock issued (in shares) | shares | 22,877,806 | |||||||||||
Proceeds from issuance of common stock | $ | $ 263,100 | |||||||||||
Redemption price threshold (in usd per share) | shares | 122,194 | |||||||||||
Warrant redemption price per share (in dollars per share) | $ / shares | $ 0.01 | |||||||||||
Private Warrant | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of shares called by each warrant (in shares) | shares | 1 | |||||||||||
Warrant exercise price per share (in dollars per share) | $ / shares | $ 96.96 | $ 11.50 | ||||||||||
Warrant period following business combination | 30 days | |||||||||||
Number of warrants exercised (in shares) | shares | 129,085 | |||||||||||
Warrants outstanding (in shares) | shares | 760,915 | 1,137,850 | 760,915 | |||||||||
Private Warrant | Romeo Power, Inc | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of warrants assumed (in shares) | shares | 376,935 | |||||||||||
Romeo Legacy Warrants | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of warrants exercised (in shares) | shares | 250,416 |
STOCK-BASED COMPENSATION EXPE_3
STOCK-BASED COMPENSATION EXPENSE - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Oct. 14, 2022 shares | Sep. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 milestone day $ / shares | Sep. 30, 2020 USD ($) | Jun. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) day $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) | May 06, 2020 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized (in shares) | shares | 42,802,865 | |||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 6.92 | |||||||||
Exercise of stock options (in shares) | shares | 6,424,780 | 3,472,267 | 8,716,423 | |||||||
Exercises in period, intrinsic value | $ 14,600 | $ 51,800 | $ 132,700 | |||||||
Vested in period, fair value | $ 800 | $ 400 | 27,000 | |||||||
Accelerated share-based compensation cost | $ 8,100 | |||||||||
Stock-based compensation expense | $ 205,711 | $ 137,991 | ||||||||
Romeo Power, Inc | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares transferred per share of stock acquired (in shares) | shares | 0.1186 | |||||||||
2017 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expiration period | 10 years | |||||||||
Minimum | 2017 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exercise period | 1 year | |||||||||
Maximum | 2017 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exercise period | 4 years | |||||||||
ESPP | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized (in shares) | shares | 4,000,000 | |||||||||
Time-Based Restricted Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years | |||||||||
Stock-based compensation expense | $ 500 | |||||||||
Stock-based compensation, expense reversal | $ 16,500 | |||||||||
Time-Based Restricted Stock Units | Director | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 1 year | |||||||||
Performance-Based Restricted Stock Unit | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years | |||||||||
Market Based RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | $ 55,800 | |||||||||
Number of award vesting milestones | milestone | 3 | |||||||||
Trading days | day | 20 | 20 | ||||||||
Risk-free interest rate , minimum | 20% | 1.66% | ||||||||
Risk-free interest rate, maximum | 0.30% | 3.50% | ||||||||
Expected volatility | 100% | |||||||||
Incremental cost | $ 4,300 | |||||||||
Grant date fair value | $ 3,200 | |||||||||
Market Based RSUs | Share-Based Payment Arrangement, Tranche Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock price target (in dollars per share) | $ / shares | $ 40 | |||||||||
Market Based RSUs | Share-Based Payment Arrangement, Tranche Three | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock price target (in dollars per share) | $ / shares | 55 | |||||||||
Market Based RSUs | Share-Based Payment Arrangement, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock price target (in dollars per share) | $ / shares | $ 25 | |||||||||
Market Based RSUs | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected volatility | 70% | |||||||||
Stock price target (in dollars per share) | $ / shares | $ 25 | |||||||||
Market Based RSUs | Minimum | Share-Based Payment Arrangement, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock price target (in dollars per share) | $ / shares | $ 25 | |||||||||
Market Based RSUs | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected volatility | 85% | |||||||||
Stock price target (in dollars per share) | $ / shares | $ 55 | |||||||||
Market Based RSUs | Maximum | Share-Based Payment Arrangement, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock price target (in dollars per share) | $ / shares | $ 55 | |||||||||
Share-based Payment Arrangement, Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 36 months | |||||||||
Risk-free interest rate , minimum | 0.10% | |||||||||
Risk-free interest rate, maximum | 1.70% |
STOCK-BASED COMPENSATION EXPE_4
STOCK-BASED COMPENSATION EXPENSE - Fair Value Assumptions and Inputs (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 1.05 | ||
Risk-free interest rate , minimum | 0.10% | ||
Risk-free interest rate, maximum | 1.70% | ||
Expected dividend yield | 0% | ||
Expected volatility, minimum | 70% | ||
Expected volatility, maximum | 85.80% | ||
Share-based Payment Arrangement, Option | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 2 months 12 days | ||
Share-based Payment Arrangement, Option | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 9.66 | ||
Expected term (in years) | 6 years 3 months 18 days | ||
Market Based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate , minimum | 20% | 1.66% | |
Risk-free interest rate, maximum | 0.30% | 3.50% | |
Expected volatility | 100% | ||
Market Based RSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 9 months 18 days | ||
Stock price (in dollars per share) | $ 5.32 | ||
Expected volatility | 70% | ||
Market Based RSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 1 year 9 months 18 days | ||
Stock price (in dollars per share) | $ 9.66 | ||
Expected volatility | 85% |
STOCK-BASED COMPENSATION EXPE_5
STOCK-BASED COMPENSATION EXPENSE - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options | |||
Outstanding at beginning of period (in shares) | 28,996,160 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | 6,424,780 | 3,472,267 | 8,716,423 |
Cancelled (in shares) | 100,795 | ||
Options at end of period (in shares) | 22,470,585 | 28,996,160 | |
Vested and exercisable as of period end (in shares) | 22,439,822 | ||
Weighted Average Exercise Price Per share | |||
Outstanding at beginning of period (in dollars per share) | $ 1.28 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 1.11 | ||
Cancelled (in dollars per share) | 3.51 | ||
Outstanding at end of period (in dollars per share) | 1.31 | $ 1.28 | |
Vested and exercisable at period end (in dollars per share) | $ 1.31 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options, weighted average remaining contractual term | 5 years 3 months 29 days | 6 years 10 months 13 days | |
Options, weighted average contractual term, vested and exercisable at period end | 5 years 3 months 29 days | ||
Aggregate intrinsic value outstanding | $ 23,418 | $ 249,205 | |
Aggregate intrinsic value, vested and exercisable at period end | $ 23,412 |
STOCK-BASED COMPENSATION EXPE_6
STOCK-BASED COMPENSATION EXPENSE - Schedule of RSUs (Details) - Time-Based Restricted Stock Units | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of RSUs | |
Non-vested at beginning of period (in shares) | shares | 12,178,672 |
Granted (in shares) | shares | 17,966,171 |
Released (in shares) | shares | 8,527,456 |
Cancelled (in shares) | shares | 3,109,359 |
Non-vested at end of period (in shares) | shares | 19,574,800 |
Weighted-Average Grant Date Fair Value | |
Non-vested at beginning of period (in dollars per share) | $ / shares | $ 18.7 |
Granted (in dollars per share) | $ / shares | 7 |
Assumed in Romeo Acquisition (in dollars per share) | $ / shares | 3 |
Released (in dollars per share) | $ / shares | 14 |
Cancelled (in dollars per share) | $ / shares | 13 |
Non-vested at end of period (in dollars per share) | $ / shares | $ 10 |
Romeo Power, Inc | |
Number of RSUs | |
Assumed in Romeo Acquisition (in shares) | shares | 1,066,772 |
STOCK-BASED COMPENSATION EXPE_7
STOCK-BASED COMPENSATION EXPENSE - Schedule of Market Based RSUs (Details) - Market Based RSUs | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of Market Based RSUs | |
Non-vested at beginning of period (in shares) | shares | 13,317,712 |
Granted (in shares) | shares | 1,351,361 |
Released (in shares) | shares | 0 |
Cancelled (in shares) | shares | 12,598,015 |
Non-vested at end of period (in shares) | shares | 2,071,058 |
Weighted-Average Grant Date Fair Value | |
Non-vested at beginning of period (in dollars per share) | $ / shares | $ 26 |
Granted (in dollars per share) | $ / shares | 2.5 |
Released (in dollars per share) | $ / shares | 0 |
Cancelled (in dollars per share) | $ / shares | 24.3 |
Non-vested at end of period (in dollars per share) | $ / shares | $ 24.5 |
STOCK-BASED COMPENSATION EXPE_8
STOCK-BASED COMPENSATION EXPENSE - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 205,711 | $ 137,991 | ||
Selling, general, and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 214,717 | 169,561 | 122,129 | |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 34,949 | 36,150 | $ 15,862 | |
Cost of revenues | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 2,779 | $ 0 | $ 0 |
STOCK-BASED COMPENSATION EXPE_9
STOCK-BASED COMPENSATION EXPENSE - Unrecognized Compensation Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Unrecognized compensation expense | |
Total unrecognized compensation expense at December 31, 2022 | $ 133,981 |
Share-based Payment Arrangement, Option | |
Unrecognized compensation expense | |
Options | $ 29 |
Remaining weighted-average recognition period (years) | 1 month 6 days |
Market Based RSUs | |
Unrecognized compensation expense | |
Market Based RSUs and RSUs | $ 13,214 |
Remaining weighted-average recognition period (years) | 1 year 5 months 1 day |
RSUs | |
Unrecognized compensation expense | |
Market Based RSUs and RSUs | $ 120,738 |
Remaining weighted-average recognition period (years) | 1 year 11 months 1 day |
Discontinued Operations and D_3
Discontinued Operations and Disposal Groups (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract] | |
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | $ 7,555 |
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | 262 |
Disposal Group, Including Discontinued Operation, Inventory, Current | 11,327 |
Disposal Group, Including Discontinued Operation, Prepaid and Other Assets, Current | 9,881 |
Disposal Group, Including Discontinued Operation, Assets, Current | 29,025 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent [Abstract] | |
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Noncurrent | 19,221 |
Disposal Group, Including Discontinued Operation, Intangible Assets, Noncurrent | 621 |
Disposal Group, Including Discontinued Operation, Prepaid and Other Assets | 44,835 |
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent | 23,948 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 100,125 |
Disposal Group, Including Discontinued Operation, Assets | 129,150 |
Disposal Group, Including Discontinued Operation, Liabilities [Abstract] | |
Disposal Group, Including Discontinued Operation, Liabilities | 72,773 |
Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract] | |
Disposal Group, Including Discontinued Operation, Accounts Payable | 24,672 |
Disposal Group, Including Discontinued Operation, Accrued Liabilities, Current | 22,991 |
Disposal Group, Including Discontinued Operation, Other Liabilities, Current | 1,439 |
Disposal Group, Including Discontinued Operation, Accounts Payable and Accrued Liabilities, Current | 49,102 |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent [Abstract] | |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent | 23,671 |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |
Disposal Group, Including Discontinued Operation, Revenue | 1,100 |
Disposal Group, Including Discontinued Operation, Costs of Goods Sold | 19,888 |
Disposal Group, Including Discontinued Operation, Gross Profit (Loss) | (18,788) |
Disposal Group, Including Discontinued Operation, Operating Expense | 27,255 |
Disposal Group, Including Discontinued Operation, General and Administrative Expense | 23,968 |
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | (46,043) |
Disposal Group, Including Discontinued Operation, Interest Expense | 28 |
Disposal Group, Including Discontinued Operation, Other Expense | 29 |
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, before Income Tax | (46,100) |
Long-term debt and finance lease liabilities, net of current portion [Member] | |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent [Abstract] | |
Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent | 1,499 |
Operating Lease Liability [Member] | |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent [Abstract] | |
Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent | 22,132 |
Warranty liability [Member] | |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent [Abstract] | |
Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent | 40 |
Restricted cash and cash equivalents, non-current [Member] | |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent [Abstract] | |
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent | 1,500 |
Investments in affiliates [Member] | |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent [Abstract] | |
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent | 10,000 |
Research and Development [Member] | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |
Disposal Group, Including Discontinued Operation, Operating Expense | $ 3,287 |
RETIREMENT SAVINGS PLAN - Narra
RETIREMENT SAVINGS PLAN - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan, cost | $ 3.5 | $ 2.1 |
Percent of match | 100% | |
Percent of employees' gross pay | 1% | |
Percent of match beyond initial 1% | 50% | |
Additional percent of employees' gross pay beyond initial 1% | 1% | |
Minimum | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Additional percent of employees' gross pay beyond initial 1% | 1% | |
Maximum | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Additional percent of employees' gross pay beyond initial 1% | 6% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax expense (benefit) | $ 6,000 | $ 4,000 | $ (1,026,000) | |
Valuation allowance | 435,923,000 | 291,222,000 | 162,500,000 | |
Increase in valuation allowance | 144,700,000 | |||
Tax credit carryforward | 46,700,000 | |||
Unrecognized tax benefits | 18,076,000 | 11,661,000 | 7,392,000 | $ 432,000 |
Penalties and interest accrued | 0 | 0 | ||
Penalties and interest expense | 0 | $ 0 | $ 0 | |
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 29,000,000 | |||
Year 2037 | Internal Revenue Service (IRS) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 11,200,000 | |||
Indefinite | Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 1,200,000,000 |
INCOME TAXES - Provision for In
INCOME TAXES - Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax provision | |||
Federal | $ 0 | $ 0 | $ 36,000 |
State | 3,000 | 1,000 | 1,000 |
Total current tax provision | 3,000 | 1,000 | 37,000 |
Deferred tax provision | |||
Federal | 0 | 1,000 | (492,000) |
State | 3,000 | 2,000 | (571,000) |
Total deferred tax provision | 3,000 | 3,000 | (1,063,000) |
Income tax expense (benefit) | $ 6,000 | $ 4,000 | $ (1,026,000) |
INCOME TAXES - Income Tax Recon
INCOME TAXES - Income Tax Reconciliation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory federal rate | $ (155,064,000) | $ (144,848,000) | $ (78,098,000) |
State tax, net of federal benefit | (28,612,000) | (21,212,000) | (14,052,000) |
Stock-based compensation | 47,382,000 | 22,825,000 | (7,652,000) |
Section 162(m) limitation | 3,725,000 | 2,009,000 | 1,834,000 |
Research and development credits, net of uncertain tax position | (16,503,000) | (12,558,000) | (14,945,000) |
Warrant revaluation | (971,000) | (641,000) | (2,824,000) |
SEC Settlement | 0 | 26,250,000 | 0 |
Other | 5,345,000 | (438,000) | 408,000 |
Change in valuation allowance | 144,704,000 | 128,617,000 | 114,303,000 |
Income tax expense (benefit) | $ 6,000 | $ 4,000 | $ (1,026,000) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets & Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Federal and state income tax credits | $ 52,932 | $ 33,837 | |
Net operating loss carryforward | 317,393 | 245,014 | |
Start-up costs capitalized | 1,432 | 1,454 | |
Stock-based compensation | 13,599 | 12,645 | |
Finance lease liabilities | 15,017 | 680 | |
Accrued purchase of intangible asset | 7,993 | 0 | |
Inventory | 2,758 | 0 | |
Research expenditures | 49,137 | 0 | |
Accrued expenses and other | 1,459 | 802 | |
Total deferred tax assets | 461,720 | 294,432 | |
Valuation allowance | (435,923) | (291,222) | $ (162,500) |
Deferred tax assets, net of valuation allowance | 25,797 | 3,210 | |
Deferred tax liabilities: | |||
Intangible assets | (2,363) | (2,116) | |
Finance lease assets | (1,975) | (666) | |
Property, plant and equipment, net | (21,474) | (439) | |
Total deferred tax liabilities | (25,812) | (3,221) | |
Deferred tax liabilities, net | $ (15) | $ (11) |
INCOME TAXES - Changes in Valua
INCOME TAXES - Changes in Valuation Allowance (Details) - SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Valuation Allowance as of the beginning of the period | $ (291,222) | $ (162,604) |
Current Year Change | (144,701) | (128,618) |
Valuation Allowance as of the end of the period | $ (435,923) | $ (291,222) |
INCOME TAXES- Unrecognized Tax
INCOME TAXES- Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Gross amount of unrecognized tax benefits as of the beginning of the year | $ 11,661 | $ 7,392 | $ 432 |
Additions based on tax positions related to the current year | 5,550 | 4,269 | 5,622 |
Additions based on tax position from prior years | 865 | 0 | 1,338 |
Gross amount of unrecognized tax benefits as of the end of the year | $ 18,076 | $ 11,661 | $ 7,392 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) € in Millions | 1 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 ($) payment | Jul. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 EUR (€) | Oct. 14, 2022 count | Sep. 30, 2022 USD ($) | Sep. 23, 2022 lawsuit | Jun. 02, 2022 supplier | Jun. 01, 2022 | Jan. 28, 2022 | Sep. 23, 2020 derivative_action | |
Other Commitments [Line Items] | |||||||||||||||||||||
Civil penalty | $ 125,000,000 | ||||||||||||||||||||
Settlement liability | $ 90,000,000 | $ 90,000,000 | $ 50,000,000 | ||||||||||||||||||
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 | ||||||||||||||||||||
Number of class action lawsuits | lawsuit | 6 | ||||||||||||||||||||
Other long-term liabilities | 6,303,000 | 6,303,000 | 84,033,000 | ||||||||||||||||||
Minimum | |||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||
Number of suppliers | supplier | 2 | ||||||||||||||||||||
Maximum | |||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||
Number of suppliers | supplier | 4 | ||||||||||||||||||||
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% | ||||||||||||||||||||
FCPM License | |||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||
Other long-term liabilities | 32,100,000 | 32,100,000 | € 30 | ||||||||||||||||||
Internal Review | |||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||
Payments for legal settlements | 5,000,000 | $ 5,000,000 | 25,000,000 | ||||||||||||||||||
Number of payments in alternative payment plan | payment | 2 | ||||||||||||||||||||
Number of counts found guilty on securities fraud | count | 1 | ||||||||||||||||||||
Number of counts found guilty on wire fraud | count | 2 | ||||||||||||||||||||
Legal fees | 6,100,000 | 22,400,000 | $ 8,100,000 | ||||||||||||||||||
Accrued professional fees | 0 | 0 | 22,700,000 | ||||||||||||||||||
Internal Review | Forecast | |||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||
Payments for legal settlements | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||||
Internal Review | Subsequent Event | |||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||
Number of payments in alternative payment plan | payment | 2 | ||||||||||||||||||||
Chelico Litigation | Romeo Power, Inc | |||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||
Settlement liability | 6,000,000 | 6,000,000 | |||||||||||||||||||
Legal fees paid | $ 6,000,000 | ||||||||||||||||||||
Insurance receivable | $ 6,000,000 | $ 6,000,000 | |||||||||||||||||||
Possible range of loss | 6,000,000 | 6,000,000 | |||||||||||||||||||
Chelico Litigation | Accrued Expenses And Other Current Liabilities | Romeo Power, Inc | |||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||
Settlement liability | 6,000,000 | 6,000,000 | |||||||||||||||||||
Chelico Litigation | Prepaid Expenses and Other Current Assets | Romeo Power, Inc | |||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||
Insurance receivable | $ 6,000,000 | $ 6,000,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Contractual Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Purchase obligations | |
Total | $ 293,300 |
Less than 1 Year | 133,220 |
1 - 3 Years | 160,080 |
3 - 5 Years | 0 |
More than 5 Years | 0 |
Contractual Obligations | |
Total | 462,782 |
Less than 1 Year | 260,749 |
1 - 3 Years | 177,441 |
3 - 5 Years | 17,297 |
More than 5 Years | 7,295 |
Leases Executed Not Yet Commenced | |
Purchase obligations | |
Total | 47,356 |
Less than 1 Year | 5,403 |
1 - 3 Years | 17,361 |
3 - 5 Years | 17,297 |
More than 5 Years | 7,295 |
Accrued SEC settlement | |
Other Commitments [Abstract] | |
Total | 90,000 |
Less than 1 Year | 90,000 |
1 - 3 Years | 0 |
3 - 5 Years | 0 |
More than 5 Years | 0 |
FCPM License | |
Other Commitments [Abstract] | |
Total | 32,126 |
Less than 1 Year | 32,126 |
1 - 3 Years | 0 |
3 - 5 Years | 0 |
More than 5 Years | $ 0 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||
Net loss | $ (784,238) | $ (690,438) | $ (370,866) | |
Premium paid on repurchase of redeemable convertible preferred stock | $ (13,400) | 0 | 0 | (13,407) |
Net loss attributable to common stockholders | (784,238) | (690,438) | (384,273) | |
Less: revaluation of warrant liability | 0 | (3,051) | (13,448) | |
Net loss attributable to common stockholders | $ (784,238) | $ (693,489) | $ (397,721) | |
Denominator: | ||||
Weighted average shares outstanding, basic (in shares) | 441,800,499 | 398,655,081 | 335,325,271 | |
Dilutive effect of common stock issuable from assumed exercise of options (in shares) | 0 | 129,311 | 505,762 | |
Weighted average shares outstanding, diluted (in shares) | 441,800,499 | 398,784,392 | 335,831,033 | |
Basic net loss per share: | ||||
Basic (in dollars per share) | $ (1.67) | $ (1.73) | $ (1.11) | |
Diluted (in dollars per share) | $ (0.11) | $ 0 | $ 0 |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | 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) | 91,795,960 | 54,492,544 | 50,873,467 | ||||
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 | 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) | 22,418,653 | 0 | 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 | 0 | 0 | ||||
Stock options, including performance stock options | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 22,470,585 | 28,996,160 | 32,529,224 | ||||
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) | 21,645,858 | 25,496,384 | 18,344,243 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Feb. 23, 2023 | Feb. 23, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2022 | |
Subsequent Event [Line Items] | |||||||
Proceeds from issuance of common stock | $ 1,500 | $ 123,672 | $ 163,788 | $ 0 | |||
5% Senior Convertible Notes | Convertible Notes Payable | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate, stated percentage | 5% | ||||||
Face amount | $ 50,000 | ||||||
5% Senior Convertible Notes | Convertible Notes Payable | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued in debt conversion | 87,310,765 | ||||||
Interest rate, stated percentage | 5% | 5% | |||||
Face amount | $ 107,200 | $ 107,200 | |||||
Equity Distribution Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued in transaction | 45,324,227 | ||||||
Proceeds from issuance of common stock | $ 167,800 | ||||||
Sale of stock, consideration received on transaction | $ 163,500 | ||||||
Equity Distribution Agreement | Subsequent Event | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued in transaction | 66,690,443 | ||||||
Proceeds from issuance of common stock | $ 118,600 | ||||||
Registration Rights Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued in transaction | 17,248,244 | 14,213,498 | |||||
Sale of stock, consideration received on transaction | $ 123,700 | $ 163,800 | |||||
Registration Rights Agreement | Subsequent Event | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued in transaction | 32,211,777 | ||||||
Sale of stock, consideration received on transaction | $ 67,600 |
Uncategorized Items - _IXDS
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |
Money Market Funds [Member] | ||
Cash and Cash Equivalents, at Carrying Value | us-gaap_CashAndCashEquivalentsAtCarryingValue | $ 463,900,000 |
Cash and Cash Equivalents, at Carrying Value | us-gaap_CashAndCashEquivalentsAtCarryingValue | $ 0 |