Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-38495 | |
Entity Registrant Name | Nikola Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-4151153 | |
Entity Address, Address Line One | 4141 E Broadway Road | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85040 | |
City Area Code | 480 | |
Local Phone Number | 581-8888 | |
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | NKLA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 1,356,551,286 | |
Entity Central Index Key | 0001731289 | |
Document Fiscal Year Focus | 2024 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 345,637 | $ 464,715 |
Restricted cash and cash equivalents | 1,224 | 1,224 |
Accounts receivable, net | 23,865 | 17,974 |
Inventory | 61,342 | 62,588 |
Prepaid expenses and other current assets | 37,241 | 25,911 |
Total current assets | 469,309 | 572,412 |
Restricted cash and cash equivalents | 31,386 | 28,026 |
Long-term deposits | 9,027 | 14,954 |
Property, plant and equipment, net | 484,471 | 503,416 |
Intangible assets, net | 84,010 | 85,860 |
Investment in affiliate | 56,905 | 57,062 |
Goodwill | 5,238 | 5,238 |
Other assets | 11,807 | 7,889 |
Total assets | 1,152,153 | 1,274,857 |
Current liabilities | ||
Accounts payable | 44,909 | 44,133 |
Accrued expenses and other current liabilities | 220,151 | 207,022 |
Debt and finance lease liabilities, current | 6,233 | 8,950 |
Total current liabilities | 271,293 | 260,105 |
Long-term debt and finance lease liabilities, net of current portion | 268,345 | 269,279 |
Operating lease liabilities | 5,266 | 4,765 |
Other long-term liabilities | 20,974 | 21,534 |
Total liabilities | 565,878 | 555,683 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023 | 0 | 0 |
Common stock, $0.0001 par value, 1,600,000,000 shares authorized, 1,342,842,964 and 1,330,083,002 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 134 | 133 |
Additional paid-in capital | 3,804,974 | 3,790,272 |
Accumulated deficit | (3,218,791) | (3,071,069) |
Accumulated other comprehensive loss | (42) | (162) |
Total stockholders' equity | 586,275 | 719,174 |
Total liabilities and stockholders' equity | $ 1,152,153 | $ 1,274,857 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
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) | 1,600,000,000 | 1,600,000,000 |
Common stock, shares issued (in shares) | 1,342,842,964 | 1,330,083,002 |
Common stock, shares outstanding (in shares) | 1,342,842,964 | 1,330,083,002 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Revenue | $ 7,497 | $ 10,677 |
Cost of revenues: | ||
Cost of revenues | 65,072 | 33,374 |
Gross loss | (57,575) | (22,697) |
Operating expenses: | ||
Research and development | 39,497 | 61,806 |
Selling, general, and administrative | 48,291 | 42,697 |
Total operating expenses | 87,788 | 104,503 |
Loss from operations | (145,363) | (127,200) |
Other income (expense): | ||
Interest expense, net | (2,278) | (9,833) |
Loss on debt extinguishment | (784) | 0 |
Other income, net | 860 | 190 |
Loss before income taxes and equity in net loss of affiliates | (147,565) | (136,843) |
Income tax expense | 0 | 0 |
Loss before equity in net loss of affiliates | (147,565) | (136,843) |
Equity in net loss of affiliates | (157) | (8,408) |
Net loss from continuing operations | (147,722) | (145,251) |
Discontinued operations: | ||
Loss from discontinued operations | 0 | (23,843) |
Net loss from discontinued operations | 0 | (23,843) |
Net loss | $ (147,722) | $ (169,094) |
Basic and diluted net loss per share: | ||
Net loss from continuing operations, basic (in dollars per share) | $ (0.11) | $ (0.26) |
Net loss from continuing operations, diluted (in dollars per share) | (0.11) | (0.26) |
Net loss from discontinued operations, basic (in dollars per share) | 0 | (0.05) |
Net loss from discontinued operations, diluted (in dollars per share) | 0 | (0.05) |
Net loss, basic (in dollars per share) | (0.11) | (0.31) |
Net loss, diluted (in dollars per share) | $ (0.11) | $ (0.31) |
Weighted average shares outstanding, basic (in shares) | 1,335,877,351 | 549,689,436 |
Weighted average shares outstanding, diluted (in shares) | 1,335,877,351 | 549,689,436 |
Truck sales | ||
Revenues: | ||
Revenue | $ 7,418 | $ 10,055 |
Cost of revenues: | ||
Cost of revenues | 61,747 | 33,020 |
Service and other | ||
Revenues: | ||
Revenue | 79 | 622 |
Cost of revenues: | ||
Cost of revenues | $ 3,325 | $ 354 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (147,722) | $ (169,094) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment, net of tax | 120 | (53) |
Comprehensive loss | $ (147,602) | $ (169,147) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Private Placement | Equity Distribution Agreement | Convertible Notes | Common Stock [Member] | Common Stock [Member] Private Placement | Common Stock [Member] Equity Distribution Agreement | Common Stock [Member] Convertible Notes | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Private Placement | Additional Paid-in Capital [Member] Equity Distribution Agreement | Additional Paid-in Capital [Member] Convertible Notes | Retained Earnings [Member] | AOCI Attributable to Parent [Member] |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 512,935,485 | |||||||||||||
Balance at beginning of period at Dec. 31, 2022 | $ 526,479 | $ 51 | $ 2,562,855 | $ (2,034,850) | $ (1,577) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Exercise of stock options (in shares) | 156,366 | |||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 166 | 166 | ||||||||||||
Issuance of shares for RSU awards (in shares) | 2,789,660 | |||||||||||||
Common stock issued (in shares) | 28,922,476 | 17,020,258 | ||||||||||||
Common stock issued | $ 64,713 | $ 31,612 | $ 3 | $ 2 | $ 64,710 | $ 31,610 | ||||||||
Issuance of common stock for conversion of notes (in shares) | 32,358,306 | |||||||||||||
Issuance of common stock for conversion of notes | $ 67,500 | $ 3 | $ 67,497 | |||||||||||
APIC, Share-Based Payment Arrangement, Option, Increase for Cost Recognition | 24,548 | 24,548 | ||||||||||||
Net loss | (169,094) | (169,094) | ||||||||||||
Other comprehensive income (loss) | (53) | (53) | ||||||||||||
Balance at end of period (in shares) at Mar. 31, 2023 | 594,182,551 | |||||||||||||
Balance at end of period at Mar. 31, 2023 | $ 545,871 | $ 59 | 2,751,386 | (2,203,944) | (1,630) | |||||||||
Balance at beginning of period (in shares) at Dec. 31, 2023 | 1,330,083,002 | 1,330,083,002 | ||||||||||||
Balance at beginning of period at Dec. 31, 2023 | $ 719,174 | $ 133 | 3,790,272 | (3,071,069) | (162) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Exercise of stock options (in shares) | 0 | |||||||||||||
Issuance of shares for RSU awards (in shares) | 4,371,075 | |||||||||||||
Issuance of common stock for conversion of notes (in shares) | 8,388,887 | |||||||||||||
Issuance of common stock for conversion of notes | $ 5,917 | $ 1 | $ 5,916 | |||||||||||
APIC, Share-Based Payment Arrangement, Option, Increase for Cost Recognition | $ 8,786 | 8,786 | ||||||||||||
Net loss | (147,722) | (147,722) | ||||||||||||
Other comprehensive income (loss) | $ 120 | 120 | ||||||||||||
Balance at end of period (in shares) at Mar. 31, 2024 | 1,342,842,964 | 1,342,842,964 | ||||||||||||
Balance at end of period at Mar. 31, 2024 | $ 586,275 | $ 134 | $ 3,804,974 | $ (3,218,791) | $ (42) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 12, 2023 |
8.25% Convertible Notes | Convertible Notes Payable | |||
Interest rate, stated percentage | 8.25% | 8.25% | 8.25% |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (147,722) | $ (169,094) |
Less: Loss from discontinued operations | 0 | (23,843) |
Loss from continuing operations | (147,722) | (145,251) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | ||
Depreciation and amortization | 10,596 | 6,238 |
Stock-based compensation | 8,786 | 24,487 |
Equity in net loss of affiliates | 157 | 8,408 |
Revaluation of financial instruments | 826 | (199) |
Inventory write-downs | 20,044 | 2,275 |
Non-cash interest expense | 3,625 | 10,008 |
Loss on disposal of assets | 2,688 | 0 |
Other non-cash activity | 2,871 | 486 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (5,892) | 4,299 |
Inventory | (17,788) | (5,905) |
Prepaid expenses and other current assets | (10,297) | (39,711) |
Other assets | (389) | (1,929) |
Accounts payable, accrued expenses and other current liabilities | 11,819 | (40,092) |
Operating lease liabilities | (763) | (414) |
Other long-term liabilities | 5,836 | 1,278 |
Net cash used in operating activities | (115,603) | (176,022) |
Cash flows from investing activities | ||
Purchases and deposits of property, plant and equipment | (16,458) | (50,517) |
Proceeds from the sale of assets | 21,398 | 0 |
Net cash provided by (used in) investing activities | 4,940 | (50,517) |
Cash flows from financing activities | ||
Proceeds from the exercise of stock options | 0 | 404 |
Proceeds from issuance of common stock under Equity Distribution Agreement, net of commissions paid | 0 | 30,524 |
Proceeds from issuance of convertible notes, net of discount and issuance costs | 0 | 25,000 |
Repayment of debt and promissory notes | (130) | (2,544) |
Payment for Coupon Make-Whole Premium | (1,747) | 0 |
Payments on insurance premium financing | (1,853) | (1,999) |
Payments on finance lease liabilities and financing obligation | (1,276) | (182) |
Payments for issuance costs | (49) | 0 |
Net cash provided by (used in) financing activities | (5,055) | 115,916 |
Net decrease in cash and cash equivalents, including restricted cash and cash equivalents | (115,718) | (110,623) |
Cash and cash equivalents, including restricted cash and cash equivalents, beginning of period | 493,965 | 313,909 |
Cash and cash equivalents, including restricted cash and cash equivalents, end of period | 378,247 | 203,286 |
Cash flows from discontinued operations: | ||
Operating activities | 0 | (3,939) |
Investing activities | 0 | (1,772) |
Financing activities | 0 | (308) |
Net cash used in discontinued operations | 0 | (6,019) |
Supplementary cash flow disclosures: | ||
Cash paid for interest | 2,896 | 1,490 |
Cash interest received | 5,330 | 1,583 |
Supplementary disclosures for noncash investing and financing activities: | ||
Purchases of property, plant and equipment included in liabilities | 12,039 | 26,827 |
PIK interest | 3,625 | 5,801 |
Accrued issuance costs | 89 | 550 |
Accrued commissions under Equity Distribution Agreement | 0 | 593 |
8.25% Convertible Notes | ||
Supplementary disclosures for noncash investing and financing activities: | ||
Conversion of Senior Convertible Notes into common stock | 5,917 | 0 |
Senior Convertible Notes | ||
Supplementary disclosures for noncash investing and financing activities: | ||
Conversion of Senior Convertible Notes into common stock | 0 | 64,286 |
Private Placement | ||
Cash flows from financing activities | ||
Proceeds from issuance of shares under the Tumim Purchase Agreements | $ 0 | $ 64,713 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 12, 2023 |
8.25% Convertible Notes | Convertible Notes Payable | |||
Interest rate, stated percentage | 8.25% | 8.25% | 8.25% |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
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 hydrogen-electric ("FCEV") and battery-electric ("BEV") trucks and energy infrastructure solutions. (b) Unaudited Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as amended. Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes. A ll dollar amounts are in thousands, unless otherwise noted. 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. Pre-production activities for Tre FCEV trucks, including manufacturing readiness, process validation, prototype builds, freight, and inventory write-downs were recorded as research and development activities on the Company's condensed consolidated statements of operations. Commensurate with the start of production, manufacturing costs, including labor and overhead, facility costs, and inventory-related expenses related to the Tre FCEV trucks, are recorded in cost of revenues beginning in the fourth quarter of 2023. On June 30, 2023, pursuant to a general assignment (the “Assignment”), the Company transferred ownership of its subsidiary, Romeo Power, Inc.'s ("Romeo") 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 Assignee succeeded to all of Romeo’s right, title and interest in and to the Assets. The results of operations of Romeo are reported as discontinued operations for the three months ended March 31, 2023. See Note 9, Discontinued Operations, for additional information. All references made to financial data in this Quarterly Report on Form 10-Q are to the Company's continuing operations, unless otherwise specifically noted. (c) Funding Risks and Going Concern In accordance with Accounting Standards Codification (" ASC") 205-40, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASC 205-40") the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed 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 amended and restated equity distribution agreement with Citigroup Global Markets Inc. ("Citi"), as sales agent. See Note 7, Capital Structure . However, the ability to access the amended and restated equity distribution agreement is dependent on the market price of the Company's common stock, trading volumes, and availability of unreserved shares, 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 would 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 condensed consolidated financial statements. These financial statements have been prepared by management in accordance with GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that may result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) 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, such as money market funds, to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company had $345.6 million and $464.7 million of cash and cash equivalents, respectively. Cash equivalents and restricted cash equivalents included $33.4 million and $29.8 million of highly liquid investments as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024 and December 31, 2023, the Company had $32.6 million and $29.3 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 and debt. See Note 6, 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 condensed consolidated statements of cash flows are as follows: As of March 31, 2024 December 31, 2023 March 31, 2023 Cash and cash equivalents $ 345,637 $ 464,715 $ 119,604 Restricted cash and cash equivalents – current 1,224 1,224 10,600 Restricted cash and cash equivalents – non-current 31,386 28,026 73,082 Cash, cash equivalents and restricted cash and cash equivalents $ 378,247 $ 493,965 $ 203,286 Money market funds consist of highly liquid investments with original maturities of three months or less and are classified in cash and cash equivalents and restricted cash in the accompanying condensed consolidated balance sheets. (b) Fair Value of Financial Instruments The carrying value and fair value of the Company’s financial instruments are as follows: As of March 31, 2024 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 33,353 $ — $ — $ 33,353 Liabilities Derivative liability $ — $ — $ 8,027 $ 8,027 As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 29,839 $ — $ — $ 29,839 Liabilities Derivative liability $ — $ — $ 8,871 $ 8,871 Embedded conversion features derivative liability On December 12, 2023, the Company consummated an underwritten public offering of $175.0 million aggregate principal amount of the Company’s 8.25% Green Convertible Senior Notes due 2026 (the “8.25% Convertible Notes”). The 8.25% Convertible Notes were issued pursuant to, and are governed by, an indenture, dated as of December 12, 2023, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, dated as of December 12, 2023, between the Company and the Trustee. The conversion features embedded in the 8.25% Convertible Notes met the criteria to be separated from the host contract and recognized separately 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, net on the condensed consolidated statements of operations. As of the issuance of the 8.25% Convertible Notes, the Company recognized $47.3 million for the embedded conversion features as a derivative liability within accrued expenses and other current liabilities on the condensed consolidated balance sheets. The change in fair value of the derivative liability for the three months ended March 31, 2024 was as follows: Derivative liability Estimated fair value at December 31, 2023 $ 8,871 Change in estimated fair value 839 Settlement of derivative liability for conversions (1,683) Estimated fair value at March 31, 2024 $ 8,027 The fair value of the conversion features was estimated by applying a with-and-without approach. The following reflects the ranges of inputs and assumptions used: For the three months ended March 31, 2024 Stock price $0.63 - $1.04 Conversion price $0.90 Risk free rate 3.01% - 4.52% Credit spread 14.10% - 15.10% (c) Revenue Recognition Truck sales Truck sales consist of revenue recognized on the sales of the Company's trucks. The sale of a truck is generally recognized as a single performance obligation at the point in time when control is transferred to the customer, which has historically been only the Company's dealers. Control is generally deemed transferred when the product is picked up by the carrier and the dealer can direct the product's use and obtain substantially all of the remaining benefits from the product. The Company may offer certain after-market upgrades at the request of dealers. If a contract contains more than one distinct performance obligation, the transaction price is allocated to each performance obligation based on the standalone selling price of each performance obligation. In accordance with state law and the Company's dealer agreements, the Company may be required to repurchase dealer inventory in the event a dealer agreement is terminated, and accounts for these as sales with right of return. The Company estimates a reserve for returns based on average historical returns in the event of dealer agreement terminations. Management believes that the estimate is an accurate reflection of expected returns, but actual return activity may vary from estimates. Accrued returns were approximately $8.6 million and $0.7 million as of March 31, 2024 and December 31, 2023, respectively, and are generally reflected in accrued expenses and other current liabilities on the condensed consolidated balance sheets. If the reserve applies to trucks that have an outstanding accounts receivable balance, the reserve is reflected as a reduction of accounts receivable, net. Revenue is recognized based on the transaction price, which is measured as the amount of consideration that the Company expects to receive in exchange for transferring the product pursuant to the terms of the contract with its dealer. The transaction price may be adjusted, if applicable, for variable consideration, such as rebates and financing costs on floor plan arrangements, which requires the Company to make estimates for the portion of these allowances that have yet to be credited to dealers. Payments for trucks sold are made in accordance with the Company's customary payment terms. The Company has elected an accounting policy whereby the Company does not adjust the promised amount of consideration for the effects of a significant financing component because, at contract inception, the Company expects the period between the time when the Company transfers a promised good or service to the dealer and the time when the dealer pays for that good or service will be one year or less. Sales tax collected from dealers is not considered revenue and is accrued until remitted to the taxing authorities. Shipping and handling activities occur after the dealer 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. Service and other Service and other revenues primarily consist of sales of charging products, service parts, after-market parts, service and labor, and hydrogen. Sales are generally recognized as a single performance obligation at the point in time when control is transferred to the customer. Control is generally 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. 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. Sales tax collected is not considered revenue and is accrued until remitted to the taxing authorities. (d) Product Warranties and Recall Campaigns Product warranty costs are recognized upon transfer of control of trucks to dealers, and are estimated based on factors including the length of the warranty (generally 2 to 5 years), product costs, and product failure rates. Warranty reserves are reviewed and adjusted quarterly to ensure that accruals are adequate to meet expected future warranty obligations. Estimating future warranty costs is highly subjective and requires significant management judgment. Management believes that the accruals are adequate. However, based on the limited historical information available, it is possible that substantial additional charges may be required in future periods based on new information or changes in facts and circumstances. The Company's accrual includes estimates of the replacement costs for covered parts which is based on historical experience. This estimate could be impacted by contractual changes with third-party suppliers or the need to identify new suppliers and the engineering and design costs that would accompany such a change. Recall campaign costs are recognized when a product recall liability is probable and related amounts are reasonably estimable. Costs are estimated based on the number of trucks to be repaired and the required repairs including engineering and development, product costs, labor rates, and shipping. Estimating the cost to repair the trucks is highly subjective and requires significant management judgment. Based on information that is currently available, management believes that the accruals are adequate. It is possible that substantial additional charges may be required in future periods based on new information, changes in facts and circumstances, availability of materials from key suppliers, and actions the Company may commit to or be required to undertake. During the third quarter of 2023, the Company filed a voluntary recall with the National Highway Traffic Safety Administration fo r the Company's BEV trucks, related to issues with the existing battery pack. The Company accrued recall campaign costs of $65.0 million , of which $9.7 million has been incurred through March 31, 2024 . The Company placed a temporary hold on new BEV truck shipments until its BEV truck inventory has been retrofit with alternative battery packs. See Note 11, Commitments and Contingencies , for additional information. The change in warranty liability for the three months ended March 31, 2024 and 2023 is summarized as follows: Three Months Ended March 31, 2024 2023 Accrued warranty - beginning of period $ 78,946 $ 7,788 Warranties issued in period - product warranty 9,664 1,793 Net changes in liability for pre-existing warranties (1,293) (302) Warranty costs incurred (6,648) (31) Accrued warranty - end of period $ 80,669 $ 9,248 As of March 31, 2024, warranty accrual of $61.5 million was recorded in accrued expenses and other current liabilities and $19.2 million in other long-term liabilities on the condensed consolidated balance sheets. As of December 31, 2023, warranty accrual of $65.7 million was recorded in accrued expenses and other current liabilities and $13.2 million in other long-term liabilities on the consolidated balance sheets. (e) Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-06 to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements. In December 2023, FASB issued ASU No. 2023-09 ("ASU 2023-09"), Income Taxes, to enhance income tax disclosures to address investor requests for more information about the tax risks and opportunities present in an entity’s worldwide operation. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company plans to adopt ASU 2023-09 for the year ended December 31, 2025, and is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures. |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Inventory Inventory consisted of the following at March 31, 2024 and December 31, 2023, respectively: As of March 31, 2024 December 31, 2023 Raw materials $ 29,782 $ 32,889 Work in process 16,591 15,486 Finished goods 8,919 8,206 Service parts 6,050 6,007 Total inventory $ 61,342 $ 62,588 Inventory cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Inventories are stated at the lower of cost or net realizable value. Inventories are written down for any excess or obsolescence and when net realizable value, which is based upon estimated selling prices, is in excess of carrying value. Once inventory is written-down, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration of or increase in that newly established cost basis. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at March 31, 2024 and December 31, 2023, respectively: As of March 31, 2024 December 31, 2023 Inventory deposits $ 11,308 $ 4,843 Prepaid expenses 5,505 6,152 Non-trade receivables 4,913 4,895 Holdback receivable 4,886 3,655 Other deposits 4,076 1,643 Prepaid software 2,815 1,421 Return assets 1,653 675 Prepaid insurance premiums 1,606 2,148 Deferred implementation costs 479 479 Total prepaid expenses and other current assets $ 37,241 $ 25,911 Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following at March 31, 2024 and December 31, 2023: As of March 31, 2024 December 31, 2023 Buildings $ 240,861 $ 239,918 Construction-in-progress 96,951 135,994 Equipment 75,690 67,657 Tooling 58,183 39,389 Finance lease assets 37,109 37,504 Software 8,649 8,649 Land 7,957 7,957 Other 5,068 4,926 Leasehold improvements 3,100 3,100 Demo vehicles 1,798 788 Furniture and fixtures 1,483 1,483 Property, plant and equipment, gross 536,849 547,365 Less: accumulated depreciation and amortization (52,378) (43,949) Total property, plant and equipment, net $ 484,471 $ 503,416 Construction-in-progress on the Company's condensed consolidated balance sheets as of March 31, 2024 relates primarily to the development of hydrogen infrastructure. During the three months ended March 31, 2024 , the Company changed its accounting estimate for the expected useful life of tooling. The Company determined that straight-line depreciation with an estimated useful life of 5 years was more representative of the estimated economic lives of those assets than the consumption method. This change in estimate was applied prospectively effective for the first quarter of 2024 and resulted in an increase in depreciation expense of $2.6 million for the three months ended March 31, 2024 . Depreciation expense for the three months ended March 31, 2024 and 2023 was $8.6 million and $4.2 million, respectively. In July 2023, the Company executed a membership interest and asset purchase agreement (the "FFI 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, acquired 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, including land and construction-in-progress. During the first quarter of 2024, the Company completed the second closing under the terms of the FFI Purchase Agreement. The Company sold $25.1 million of assets during the first quarter of 2024 pursuant to the second closing. The Company's proceeds are net of a $3.7 million holdback. As of March 31, 2024, the Company recognized $4.9 million in prepaid and other current assets and $2.5 million in other assets on the condensed consolidated balance sheets for the holdback receivable on the first and second closings. As of December 31, 2023, the Company recognized $3.7 million in prepaid and other current assets on the balance sheets for the holdback receivable on the first closing. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at March 31, 2024 and December 31, 2023: As of March 31, 2024 December 31, 2023 Settlement liabilities $ 87,063 $ 91,330 Warranty liability, current 61,467 65,703 Accrued purchase of intangible asset 18,885 13,796 Inventory received not yet invoiced 15,233 8,642 Derivative liability 8,027 8,871 Other accrued expenses 8,922 5,186 Accrued payroll and payroll related expenses 7,691 3,254 Accrued outsourced engineering services 6,363 4,207 Operating lease liabilities, current 2,418 1,867 Accrued purchases of property, plant and equipment 2,317 2,458 Accrued legal expenses 1,765 1,708 Total accrued expenses and other current liabilities $ 220,151 $ 207,022 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows: As of March 31, 2024 Gross Carrying Accumulated Net Carrying Licenses: S-WAY Product and Platform license $ 50,000 $ 14,286 $ 35,714 FCPM license 47,181 — 47,181 Other intangibles 1,650 535 1,115 Total intangible assets, net $ 98,831 $ 14,821 $ 84,010 As of December 31, 2023 Gross Carrying Accumulated Net Carrying Licenses: S-WAY Product and Platform license $ 50,000 $ 12,500 $ 37,500 FCPM license 47,181 — 47,181 Other intangibles 1,650 471 1,179 Total intangible assets, net $ 98,831 $ 12,971 $ 85,860 Amortization expense related to intangible assets for the three months ended March 31, 2024 and 2023 was $1.8 million and $1.8 million, respectively. In 2021, the Company acquired a license for fuel cell power modules ("FCPMs") for use in the production of FCEVs. The Company expects to amortize the license beginning at the start of in-house FCPM production . As of March 31, 2024, the Company has not started amortizing the license. |
INVESTMENTS IN AFFILIATES
INVESTMENTS IN AFFILIATES | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN AFFILIATES | INVESTMENTS IN AFFILIATE The investment in an unconsolidated affiliate accounted for under the equity method consisted of the following: As of Ownership as of March 31, 2024 March 31, 2024 December 31, 2023 Wabash Valley Resources LLC 20 % $ 56,905 $ 57,062 $ 56,905 $ 57,062 Equity in net loss of affiliates on the condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023, were as follows: Three Months Ended March 31, 2024 2023 Equity in net loss of affiliates: Nikola Iveco Europe GmbH $ — $ (8,411) Wabash Valley Resources LLC (157) 3 Total equity in net loss of affiliates $ (157) $ (8,408) Nikola Iveco Europe GmbH In April 2020, the Company and Iveco S.P.A. ("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 were located in Ulm, Germany, and consisted of manufacturing the FCEV and BEV Class 8 trucks for the European market. Nikola Iveco Europe GmbH was considered a variable interest entity ("VIE") due to insufficient equity to finance its activities without additional subordinated financial support. The Company was not considered the primary beneficiary as it did 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 was accounted for under the equity method. On June 29, 2023, the Company and Iveco executed the European Joint Venture Transaction Agreement whereby the Company sold its 50% equity interest in Nikola Iveco Europe GmbH to Iveco. Wabash Valley Resources LLC On June 22, 2021, the Company entered into a Membership Interest Purchase Agreement (the "MIPA") with Wabash Valley Resources LLC ("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. The common stock consideration was calculated based on the Company's 30-day average closing stock price, or $14.86 per share, and the Company issued 1,682,367 shares of its common stock. The Company's interest in WVR is accounted for under the equity method and is included in investment in affiliate on the Company's condensed consolidated balance sheets. Included in the initial carrying value was a basis difference of $55.5 million due to the difference between the cost of the investment and the Company's proportionate share of WVR's net assets. The basis difference is primarily comprised of property, plant and equipment and intangible assets. As of March 31, 2024, the Company's maximum exposure to loss was $57.4 million, which represents the book value of the Company's equity interest and loans to WVR for $0.5 million. |
DEBT AND FINANCE LEASE LIABILIT
DEBT AND FINANCE LEASE LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT AND FINANCE LEASE LIABILITIES | DEBT AND FINANCE LEASE LIABILITIES A summary of debt and finance lease liabilities as of March 31, 2024 and December 31, 2023, were as follows: As of March 31, 2024 December 31, 2023 Current: Finance lease liabilities $ 5,325 $ 6,312 Insurance premium financing — 1,852 Promissory notes 798 699 Financing obligations 110 87 Debt and finance lease liabilities, current $ 6,233 $ 8,950 As of March 31, 2024 December 31, 2023 Non-current: Toggle Convertible Notes $ 128,740 $ 124,061 Financing obligations 101,712 101,470 Finance lease liabilities 25,916 26,395 8.25% Convertible Notes 9,771 15,047 Promissory notes 2,206 2,306 Long-term debt and finance lease liabilities, net of current portion $ 268,345 $ 269,279 The fair values of the following debt obligations are estimated using level 2 fair value inputs, including stock price and risk-free rates. The following table presents the carrying value and estimated fair values: As of March 31, 2024 Carrying Value Fair Value June 2022 Toggle Convertible Notes $ 119,336 $ 104,499 8.25% Convertible Notes 9,771 19,079 June 2023 Toggle Convertible Notes 9,404 10,973 Promissory notes 3,004 2,938 Toggle Convertible Notes In June 2022, the Company completed a private placement of $200.0 million aggregate principal amount of the Company's June 2022 Toggle Convertible Notes, which will mature on May 31, 2026. The June 2022 Toggle Convertible Notes were issued pursuant to an indenture, dated as of June 1, 2022 (the "June 2022 Toggle Convertible Notes Indenture"). In April 2023, the Company completed an exchange of $100.0 million aggregate principal amount of the Company's June 2022 Toggle Convertible Notes for the issuance of $100.0 million unsecured 8.00% / 11.00% Series B convertible senior PIK toggle notes (the “April 2023 Toggle Convertible Notes"), with a maturity date of May 31, 2026. In June 2023, the Company completed a private placement of $11.0 million aggregate principal amount of the Company's June 2023 Toggle Convertible Notes (together with the June 2022 Toggle Convertible Notes and the April 2023 Toggle Convertible Notes, the "Toggle Convertible Notes"), which will mature on May 31, 2026. The June 2023 Toggle Convertible Notes were issued pursuant to the June 2023 Toggle Convertible Notes Indenture (together with the June 2022 Toggle Convertible Notes Indenture, the "Toggle Convertible Notes Indentures"). During 2023, the holders of the April 2023 Toggle Convertible Notes converted the aggregate principal balance of the April 2023 Toggle Convertible Notes. As of March 31, 2024 and December 31, 2023, the June 2022 Toggle Convertible Notes and June 2023 Toggle Convertible Notes were outstanding. Below is a summary of certain terms of the Toggle Convertible Notes outstanding: Interest Payments The Company can elect to make any interest payment on the Toggle Convertible Notes in cash ("Cash Interest"), through the issuance of additional Toggle Convertible Notes in the form of the Toggle Convertible Notes with respect to which such interest is due ("PIK Interest"), or any combination thereof. Interest on the Toggle Convertible Notes is payable semi-annually in arrears. The interest rates and payment dates for each of the Toggle Convertible Notes is summarized below: June 2022 Toggle Convertible Notes June 2023 Toggle Convertible Notes PIK interest rate (per annum) 11.00% 8.00% Cash interest rate (per annum) 8.00% 8.00% Semi-annual interest payable dates May 31 and November 30 of each year June 30 and December 31 of each year First interest payment date November 30, 2022 December 31, 2023 Interest on the June 2023 Toggle Convertible Note that accrued from June 23, 2023 was paid as PIK Interest on December 31, 2023. Conversions Based on the applicable conversion rate, the Toggle 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. With respect to the June 2022 Toggle Convertible Notes, the initial conversion rate is 114.3602 shares per $1,000 principal amount, subject to customary anti-dilution adjustments in certain circumstances, which represents an initial conversion price of approximately $8.74 per share. With respect to the June 2023 Toggle Convertible Notes, the initial conversion rate shall be an amount equal to (a) 674.4258 divided by (b) a quotient, (i) the numerator of which is the sum of (x) the initial principal amount of the June 2023 Toggle Convertible Notes outstanding immediately prior to such conversion and (y) the aggregate amount capitalized related to PIK Interest issuances in respect of interest that came due on the June 2023 Toggle Convertible Notes and (ii) the denominator of which is the initial principal amount of the June 2023 Toggle Convertible Notes. The Toggle Convertible Notes Indentures provide that prior to February 28, 2026, the Toggle 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 Convertible Notes. Holders of the Toggle Convertible Notes will have the right to convert all or a portion of their Toggle 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 for the June 2022 Toggle Convertible Notes, and during any fiscal quarter commencing after the fiscal quarter ending on September 30, 2023 for the June 2023 Toggle Convertible Notes (and only during such fiscal quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Toggle Convertible Notes on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the Toggle 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 Convertible Notes on each such trading day; (iii) if the Company calls such Toggle 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. Redemption The Company may not redeem the Toggle Convertible Notes prior to June 1, 2025. The Company may redeem the Toggle 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 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 certain circumstances, the Company will increase the conversion rate for a holder who elects to convert its Toggle Convertible Notes (other than the June 2023 Toggle Convertible Notes) in connection with such a corporate event or who elects to convert any such Toggle Convertible Notes called for redemption during the related redemption period. Additionally, in the event of a fundamental change or a change in control transaction, holders of the Toggle Convertible Notes will have the right to require the Company to repurchase all or a portion of their Toggle Convertible Notes at a price equal to 100% of the capitalized principal amount of such Toggle Convertible Notes, in the case of a fundamental change, or 130% of the capitalized principal amount of such Toggle 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 Toggle Convertible Notes Indentures include 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 Convertible Notes. In addition, the Toggle Convertible Notes Indentures include customary terms and covenants, including certain events of default after which the holders may accelerate the maturity of the Toggle Convertible Notes issued thereunder and cause them to become due and payable immediately upon such acceleration. The net carrying amounts of the debt component of the Toggle Convertible Notes as of March 31, 2024 and December 31, 2023 were as follows: June 2022 Toggle Convertible Notes June 2023 Toggle Convertible Notes As of March 31, 2024 As of December 31, 2023 As of March 31, 2024 As of December 31, 2023 Principal amount $ 123,478 $ 123,478 $ 11,460 $ 11,460 Accrued PIK interest 4,565 1,170 229 — Unamortized discount (2,102) (2,306) (2,285) (2,496) Unamortized issuance costs (6,605) (7,245) — — Net carrying amount $ 119,336 $ 115,097 $ 9,404 $ 8,964 As of March 31, 2024, the effective interest rates on the June 2022 Toggle Convertible Notes and June 2023 Toggle Convertible Notes were 13.90% and 17.24%, respectively. A mortization of the debt discount and issuance costs is reported as a component of interest expense and is computed using the straight-line method over the term of the applicable Toggle Convertible Notes, which approximates the effective interest method. The following table presents the Company's interest expense related to the June 2022 Toggle Convertible Notes: Three Months Ended March 31, 2024 2023 Contractual interest expense $ 3,396 $ 5,801 Amortization of debt discount and issuance costs 844 932 Total interest expense $ 4,240 $ 6,733 The following table presents the Company's interest expense related to the June 2023 Toggle Convertible Notes: Three Months Ended March 31, 2024 Contractual interest expense $ 229 Amortization of debt discount and issuance costs 211 Total interest expense $ 440 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 senior convertible notes (the “Purchase Agreement Notes”), in a registered direct offering. The Purchase Agreement 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 Purchase Agreement Notes on December 30, 2022 (the "Series A Notes"). Subsequent to the initial closing, the Company entered into an amended securities purchase agreement (the "Amended Purchase Agreement") pursuant to which the Company consummated an additional closing on March 17, 2023 for the sale of $25.0 million in aggregate principal amount of Purchase Agreement Notes (the "Series B-1 Notes"). The purchase price for the Purchase Agreement Notes is $1,000 per $1,000 principal amount. Each Purchase Agreement Note accrued interest at a rate of 5% per annum, payable in arrears on the first calendar day of each calendar quarter, beginning April 1, 2023 for the Series A Notes, and June 1, 2023 for the Series B-1 Notes. Interest was 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. Each Purchase Agreement Note issued pursuant to the Purchase Agreement and Amended Purchase Agreement had a maturity date of one year from issuance. Upon any conversion, redemption or other repayment of a Purchase Agreement Note, a “make-whole” amount equal to the amount of additional interest that would accrue under such Purchase Agreement Note at the interest rate then in effect assuming that the outstanding principal of such Purchase Agreement Notes remained outstanding through and including the maturity date of such Purchase Agreement Note. At any time on or after January 9, 2023, all or any portion of the principal amount of each Purchase Agreement Note, plus accrued and unpaid interest, any make-whole amount and any late charges thereon (the “Conversion Amount”), is convertible at any time, in whole or in part, at the noteholder’s option, into shares of the Company's common stock at a conversion price per share (the “Conversion Price”) equal to the lower of (i) the applicable “reference price”, subject to certain adjustments (the “Reference Price”), (ii) the greater of (x) the applicable “floor price” (the “Floor Price”) and (y) the volume weighted average price (“VWAP”) of the Common Stock as of the conversion date, and (iii) the greater of (x) the Floor Price, and as elected by the converting noteholder, (y) either (X) depending on the delivery time of the applicable conversion notice, (1) the VWAP as of the applicable conversion date or (2) the VWAP immediately prior to the applicable conversion date and (Y) 95% of the average VWAP for the three trading days commencing on, and including, the applicable conversion date, subject to adjustment in accordance with the terms of the Notes. The Reference Price and Floor Price applicable to each issuance of Purchase Agreement Notes is summarized below: Reference Price Floor Price Series A Notes $ 5.975 $ 0.478 Series B-1 Notes $ 4.050 $ 0.478 The following table summarizes conversions of the Purchase Agreement Notes during the three months ended March 31, 2023 : Series A Notes Series B-1 Notes Shares of common stock issued for conversions 21,785,618 10,572,688 Principal balance converted $ 50,000 $ 14,286 Make-whole interest converted $ 2,500 $ 714 Average conversion price $ 2.41 $ 1.42 The Company elected to account for the Purchase Agreement 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 Purchase Agreement Notes. The Series A Notes and Series B-1 Notes were fully converted in the first and second quarters of 2023, and the Purchase Agreement was terminated in the third quarter of 2023. 8.25% Convertible Notes On December 12, 2023, the Company consummated the sale and issuance of $175.0 million aggregate principal amount of the 8.25% Convertible Notes. The 8.25% Convertible Notes are senior, unsecured obligations of the Company. The 8.25% Convertible Notes accrue interest at a rate of 8.25% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2024. The 8.25% Convertible Notes will mature on December 15, 2026, unless earlier repurchased, redeemed or converted. At any time before the close of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their 8.25% Convertible Notes at their option. The Company will settle conversions by delivering (i) shares of the Company’s common stock (together, if applicable, with cash in lieu of any fractional share), at the then-applicable conversion rate; and (ii) a cash amount representing the present value of remaining scheduled coupon payments on the converted notes discounted at United States treasuries plus 50 basis points (the “Coupon Make-Whole Premium”). The initial conversion rate is 1,111.11 shares of common stock per $1,000 principal amount of 8.25% Convertible Notes, which represents an initial conversion price of approximately $0.90 per share of common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a make-whole fundamental change occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The 8.25% Convertible Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on or after December 15, 2025 and before the maturity date, but only if the last reported sale price per share of the Company’s common stock exceeds 175% of the conversion price on each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. However, the Company may not redeem less than all of the outstanding 8.25% Convertible Notes unless at least $100.0 million aggregate principal amount of 8.25% Convertible Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. The redemption price will be a cash amount equal to the principal amount of the 8.25% Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If certain corporate events that constitute a fundamental change occur prior to the maturity date, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their 8.25% Convertible Notes at a cash repurchase price equal to the principal amount of the 8.25% Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of fundamental change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock. The 8.25% Convertible Notes have customary provisions relating to the occurrence of events of default, which include the following: (i) certain payment defaults on the 8.25% Convertible Notes (which, in the case of a default in the payment of interest on the 8.25% Convertible Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain payment defaults or other defaults that result in the acceleration prior to stated maturity of indebtedness for borrowed money of the Company or any of its significant subsidiaries of at least $30,000,000 are not cured, waived, rescinded or discharged, as applicable, within 30 days after notice is given in accordance with the Indenture; (vi) the rendering of certain judgments against the Company or any of its significant subsidiaries for the payment of at least $30,000,000 (excluding any amounts covered by insurance), where such judgments are not discharged or stayed within 60 days after date on which the right to appeal has expired or on which all rights to appeal have been extinguished; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries. If an event of default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest and Coupon Make-Whole Premium, if any, on, all of the 8.25% Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other event of default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of 8.25% Convertible Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest and Coupon Make-Whole Premium, if any, on, all of the 8.25% Convertible Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive during the continuance of such event of default special interest on the 8.25% Convertible Notes for up to 180 days at a specified rate per annum of 0.25% for the first 90 days and 0.50% from the 91st day until the 180th day, in each case, on the principal amount of the 8.25% Convertible Notes. The conversion features embedded to the 8.25% Convertible Notes met the criteria to be separated from the host contract and recognized separately at fair value. See Note 2, Summary of Significant Accounting Policies . The total proceeds received were first allocated to the fair value of the bifurcated derivative liability, and the remaining proceeds allocated to the host resulting in an adjustment to the initial purchasers' debt discount. The Company recognized $122.1 million upon issuance of the 8.25% Convertible Notes, net of initial purchasers' discounts of $47.3 million and debt issuance costs of $5.6 million. Unamortized debt discount and issuance costs were reported as a direct deduction from the face amount of the 8.25% Convertible Notes. During 2023, noteholders of the 8.25% Convertible Notes converted aggregate principal amount of $153.4 million for issuance of 170,491,093 shares of the Company's common stock. During the three months ended March 31, 2024, noteholders of the 8.25% Convertible Notes converted aggregate principal amount of $7.6 million for issuance of 8,388,887 shares of the Company's common stock and Coupon Make-Whole Premium in cash of $1.7 million. The Company extinguished 8.25% Convertible Notes with a carrying amount of $5.2 million for conversions, resulting in a loss on debt extinguishment of $0.8 million on the condensed consolidated statements of operations for the three months ended March 31, 2024. The net carrying amount of the debt component of the 8.25% Convertible Notes as of March 31, 2024 and December 31, 2023 was as follows: As of March 31, 2024 December 31, 2023 Principal amount $ 14,008 $ 21,558 Unamortized discount (3,782) (5,821) Unamortized issuance costs (455) (690) Net carrying amount $ 9,771 $ 15,047 Interest expense on the 8.25% Convertible Notes for the three months ended March 31, 2024 was immaterial. Financing Obligations On May 10, 2022 (the "Sale Date"), the Company entered into a sale agreement (the "Sale Agreement"), pursuant to which the Company sold the land and property related to the Company's headquarters in Phoenix, Arizona for a purchase price of $52.5 million. As of the Sale Date, $13.1 million was withheld from the proceeds received related to portions of the headquarters undergoing construction. The Company received the remaining proceeds throughout the completion of construction pursuant to the terms of the Sale Agreement. Concurrent with the sale, the Company entered into a lease agreement (the "Lease Agreement"), whereby the Company leased back the land and property related to the headquarters for an initial term of 20 years with four extension options for 7 years each. As of the Sale Date, the Company considered one extension option reasonably certain of being exercised. The buyer is not considered to have obtained control of the headquarters because the lease is classified as a finance lease. Accordingly, the sale of the headquarters is not recognized and the property and land continue to be recognized on the Company's condensed consolidated balance sheets. As of the Sale Date, the Company recorded $38.3 million as a financing obligation on the Company's condensed consolidated balance sheets representing proceeds received net of debt issuance costs of $1.1 million. Rent payments under the terms of the Lease Agreement are allocated between interest expense and principal repayments using the effective interest method. Additionally, debt issuance costs are amortized to interest expense over the lease term. After the Sale Date and through March 31, 2024, the Company recognized an additional $13.1 million for financing obligations on the Company's condensed consolidated balance sheets related to the completion of construction. For the three months ended March 31, 2024 and 2023, the Company recognized $0.9 million of interest expense related to interest on the financing obligation and amortization of debt issuance costs. 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 for an initial term of 99 years. The Land Lease Agreement grants the Company an option to repurchase the land upon the fiftieth (50th) anniversary of the Land Sale Date for a price equal to the greater of the fair market value, or 300% of the purchase price. As of the Land Sale Date, the Company considered the purchase option reasonably certain of being exercised. The buyer is not considered to have obtained control of the land because the lease is classified as a finance lease. Accordingly, the sale of the land in Coolidge, Arizona is not recognized and the land continues to be recognized on the Company's condensed consolidated balance sheets. As of the Land Sale Date, the Company recorded $49.4 million as a financing obligation on the Company's condensed consolidated balance sheets representing proceeds received net of debt issuance costs of $1.0 million. Rent payments under the terms of the Land Lease Agreement are allocated between interest expense and principal repayments using the effective interest method. Additionally, debt issuance costs are amortized to interest expense over the lease term. For the three months ended March 31, 2024, the Company recognized $1.3 million of interest expense related to interest on the financing obligation and amortization of debt issuance costs. Collateralized Promissory Notes On June 7, 2022, the Company executed a promissory note and a master security agreement (the "Master Security Agreement") for $50.0 million at a stated interest rate of 4.26% (the "Collateralized Note"). The Collateralized Note was fully collateralized by certain personal property assets as fully described in the Master Security Agreement. The Collateralized Note carried a 60 month term and was payable in 60 equal consecutive monthly installments due in arrears. For the three months ended March 31, 2023, the Company recognized $0.5 million of interest expense on the Collateralized Note. The Company repaid the promissory note during the third quarter of 2023. On August 4, 2022, the Company executed a promissory note and a security agreement for $4.0 million at an implied interest rate of 7.00% (the "Second Collateralized Note"). The Second Collateralized Note is fully collateralized by certain personal property assets as fully described in the security agreement. The Second Collateralized Note carries a 60 month term and is payable in 60 equal monthly installments due in arrears. For the three months ended March 31, 2024 and 2023, interest expense related to the Second Collateralized Note was immaterial. Insurance Premium Financing The Company executed an insurance premium financing agreement pursuant to which the Company financed certain annual insurance premiums for $6.6 million, primarily consisting of premiums for directors' and officers' insurance. The insurance premium payable incurred interest at 2.95%, and matured on March 27, 2023. During the second and third quarters of 2023, the Company executed additional insurance premium financing agreements pursuant to which the Company financed certain annual insurance premiums for $3.9 million and $1.2 million, respectively, primarily consisting of premiums for directors' and officers' insurance. The insurance premium payables each incurred interest at 6.64%, and matured on March 27, 2024. For the three months ended March 31, 2024 and 2023, the Company recognized an immaterial amount of interest expense on the insurance premium financing agreements. Letters of Credit During the first quarter of 2024, the Company executed a $3.0 million letter of credit in connection with the FFI Purchase Agreement through January 30, 2025. As of March 31, 2024, no amounts have been drawn on the letter of credit. During the third quarter of 2023, the Company executed a $1.2 million letter of credit to secure a customs bond through September 14, 2024. As of March 31, 2024, 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 Lease Agreement was subsequently amended, increasing the amount of the letter of credit to $13.1 million. The letter of credit is subject to annual increases commensurate with base rent increases pursuant to the Lease Agreement. The letter of credit will expire upon the expiration of the Lease Agreement, but may be subject to reduction or early termination upon the satisfaction of certain conditions as described in the Lease Agreement. During the fourth quarter of 2021, the Company executed an irrevocable standby letter of credit for $25.0 million through December 31, 2024 in connection with the execution of a product supply agreement with a vendor. The supply agreement was subsequently amended, reducing the amount of the letter of credit to $15.0 million. As of March 31, 2024, no amounts have been drawn on the letters of credit. |
CAPITAL STRUCTURE
CAPITAL STRUCTURE | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
CAPITAL STRUCTURE | CAPITAL STRUCTURE Shares Authorized As of March 31, 2024, the Company had authorized a total of 1,750,000,000 shares consisting of 1,600,000,000 shares designated as common stock and 150,000,000 shares designated as preferred stock. Warrants As of March 31, 2024 and December 31, 2023, the Company had 841,183 private warrants outstanding. The Company assumed the private warrants previously issued by VectoIQ Acquisition Corp. ("VectoIQ") and Romeo, respectively, and each private warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 or $96.96 per share, respectively, subject to adjustment. The outstanding private warrants are immaterial. The exercise price and number of common shares issuable upon exercise of the private warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the private warrants will not be adjusted for the issuance of common stock at a price below their exercise price. Stock Purchase Agreements First Purchase Agreement with Tumim 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. Under the terms of the First Tumim Purchase Agreement, the Company had 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 was 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. During the three months ended March 31, 2023 , the Company sold 3,420,990 shares of common stock, for proceeds of $8.4 million, and terminated the First Tumim Purchase Agreement during the first quarter of 2023. Second Purchase Agreement with Tumim On September 24, 2021, the Company entered into a second common stock purchase agreement (the "Second Tumim Purchase Agreement") and a registration rights agreement with Tumim, pursuant to which Tumim committed to purchase up to $300.0 million in shares of the Company's common stock, subject to certain limitations and conditions set forth in the Second Tumim Purchase Agreement. Under the terms of the Second Tumim Purchase Agreement, the Company had 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. The purchase price was 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. During the three months ended March 31, 2023 , the Company sold 25,501,486 shares of common stock, for proceeds of $56.3 million , to Tumim under the terms of the Second Tumim Purchase Agreement , and terminated the Second Tumim Purchase Agreement during the third quarter of 2023 . Equity Distribution Agreement In August 2022, the Company entered into an equity distribution agreement with Citi as sales agent, pursuant to which the Company can issue and sell shares of its common stock with an aggregate maximum offering price of $400.0 million . In August 2023, the Company amended and restated the equity distribution agreement (as amended and restated, the "Equity Distribution Agreement") with Citi as a sales agent, pursuant to which the Company increased the aggregate maximum offering price by $200.0 million, resulting in an aggregate offering price of up to $600.0 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 three months ended March 31, 2023 , the Company sold 17,020,258 shares of common stock under the Equity Distribution Agreement at an average price per share of $1.90 for gross proceeds of $32.4 million an d net proceeds of approximately $31.6 million, after $0.8 million in commissions to the sales agent. There were no sales under the Equity Distribution Agreement during the three months ended March 31, 2024 . Commissions incurred in connection with the Equity Distribution Agreement are reflected as a reduction of additional paid-in capital on the Company's condensed consolidated balance sheets. C ommissions recognized in accrued expenses and other current liabilities on the Company's condensed consolidated balance sheets were immaterial as of March 31, 2024 and December 31, 2023. |
STOCK BASED COMPENSATION EXPENS
STOCK BASED COMPENSATION EXPENSE | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION EXPENSE | STOCK BASED COMPENSATION EXPENSE 2017 and 2020 Stock Plans The 2017 Stock Option Plan (the “2017 Plan”) provides for the grant of incentive and nonqualified options to purchase common stock to officers, employees, directors, and consultants. Options were granted at a price not less than the fair market value on the date of grant and generally became exercisable between one The Nikola Corporation 2020 Stock Incentive Plan ("2020 Plan") provides for the grant of incentive and nonqualified stock options, restricted stock units ("RSUs"), restricted share awards, stock appreciation awards, and cash-based awards to employees, outside directors, and consultants of the Company. The 2020 Plan and the Nikola Corporation 2020 Employee Stock Purchase Plan ("2020 ESPP") became effective immediately upon the closing of the business combination with VectoIQ. No offerings have been authorized to date by the Company's board of directors under the ESPP. Stock Options A summary of changes in stock options are as follows: Options Weighted Weighted Average Outstanding at December 31, 2023 15,041,373 $ 1.37 3.64 Granted — — Exercised — — Cancelled (8,493) 3.28 Outstanding at March 31, 2024 15,032,880 3.38 Vested and exercisable as of March 31, 2024 15,032,880 $ 1.37 3.38 Restricted Stock Units A summary of changes in RSUs are as follows: Number of RSUs Balance at December 31, 2023 25,541,121 Granted 920,220 Released (4,371,075) Cancelled (1,815,195) Balance at March 31, 2024 20,275,071 Market Based RSUs The Company grants market based RSUs to its executive officers, which entitle them to receive a specified number of shares of the Company's common stock upon vesting. The number of shares earned could range between 0% and 200% of the target award depending upon the Company's performance at the conclusion of the performance period, ending December 31, 2025. The performance condition of the awards is based on total shareholder return ("TSR") of the Company's common stock relative to a broad group of green energy companies. During the first quarter of 2024, the Company granted 600,000 TSR awards to a new executive officer. The grant date fair value of the TSR award was immaterial. A summary of changes in market based RSUs are as follows: Number of Market Based RSUs Balance at December 31, 2023 3,000,000 Granted 600,000 Released — Cancelled — Balance at March 31, 2024 3,600,000 Stock Compensation Expense The following table presents the impact of stock-based compensation expense on the condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Cost of revenues $ 328 $ 731 Research and development 2,859 9,041 Selling, general, and administrative 5,599 14,715 Discontinued operations — 61 Total stock-based compensation expense $ 8,786 $ 24,548 As of March 31, 2024, total unrecognized compensation expense was as follows: Unrecognized Compensation Expense Market based RSUs $ 6,864 RSUs 31,022 Total unrecognized compensation expense at March 31, 2024 $ 37,886 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS As discussed in Note 1, Basis of Presentation , 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 Assignment of Romeo represents a strategic shift and its results are reported as discontinued operations for the prior year period presented. Following the Assignment, the Company retained no interest in Romeo, and Romeo is not deemed a related party. The following represents the major components of loss from discontinued operations presented in the condensed consolidated statements of operations: For the three months ended March 31, 2023 Revenues $ 440 Cost of revenues 10,653 Gross loss (10,213) Operating expenses: Research and development 2,620 Selling, general and administrative 11,012 Total operating expenses 13,632 Loss from operations (23,845) Other income, net Interest expense, net (30) Revaluation of warrant liability 32 Loss from discontinued operations $ (23,843) |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES To calculate the interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes. Beginning in 2022, the Tax Cuts and Jobs Act ("TCJA") requires taxpayers to capitalize certain research and development costs and amortize them over five or fifteen years pursuant to Internal Revenue Code Section 174. Previously, such costs could be deducted in the period they were incurred. This provision is not anticipated to impact the Company's effective tax rate or result in any cash payments for its federal income taxes. Income tax expense was immaterial for the three months ended March 31, 2024 and 2023 due to cumulative tax losses. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
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 condensed consolidated financial statements. Other than as described below, there is no material pending or threatened litigation against the Company that remains outstanding as of March 31, 2024. Regulatory and Governmental 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 related to a short-seller article published in September 2020. 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 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. The Company made a payment of $1.5 million during the first quarter of 2024. The remainder of the payment plan is subject to determination. As of March 31, 2024, the Company has reflected the remaining liability of $82.5 million in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The legal and other professional costs the Company incurred during the three months ended March 31, 2024 and 2023 in connection with legal work disclosed elsewhere in this Report include immaterial amounts for Mr. Milton's attorneys' fees under his indemnification agreement with the Company. As of March 31, 2024 and December 31, 2023, accrued expenses for legal and other professional costs for Mr. Milton's attorneys' fees under his indemnification agreement were immaterial. 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. On October 20, 2023, an arbitration panel in New York, New York awarded the Company approximately $165 million plus interest in an arbitration proceeding against Mr. Milton. The Company is currently in the process of seeking to have the arbitration award confirmed in the United States District Court of the District of Arizona. The Company's ability to enforce the arbitration award and recover any judgment from the counterparty is not guaranteed and could result in no recovery. Shareholder Securities Litigation The Company and certain of its current and former officers and directors are defendants in a consolidated securities class action lawsuit pending in the United States District Court of the District of Arizona (the "Shareholder Securities Litigation"). On December 15, 2020, the United States District Court for the District of Arizona consolidated the actions under lead case Borteanu v. N ikola Corporation, et al., No. CV-20-01797-PXL-SPL, and appointed Angelo Baio as the “Lead Plaintiff”. On December 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. On July 23, 2021, the Ninth Circuit granted in part the mandamus petition, vacated the district court’s December 15, 2020 order, and remanded the case to the District Court to reevaluate the appointment of a Lead Plaintiff. On November 18, 2021, the court appointed Nikola Investor Group II as Lead Plaintiff. On January 24, 2022, Lead Plaintiffs filed the Consolidated Amended Class Action Complaint which asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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. On April 8, 2022, Defendants moved to dismiss the Consolidated Amended Class Action Complaint. On February 2, 2023, the court issued a ruling granting the Defendants' motions to dismiss, without prejudice. As a result, Plaintiffs' complaint was dismissed in its entirety, with leave to amend by April 3, 2023. On April 3, 2023, Plaintiffs filed the Second Consolidated Amended Class Action Complaint. Defendants filed their motions to dismiss the Second Consolidated Amended Class Action Complaint on May 15, 2023. On December 8, 2023, the court granted in part and denied in part Defendants' motion to dismiss. On January 26, 2024, the Company and certain former officers and directors answered the Second Consolidated Amended Class Action Complaint. On February 23, 2024, the parties exchanged initial disclosures. The Lead Plaintiffs’ motion for class certification is due on May 17, 2024. Plaintiffs seek an unspecified amount in damages, attorneys’ fees, and other relief. The Company intends to vigorously defend itself. The Company is unable to estimate the potential loss or range of loss, if any, associated with these lawsuits, which could be material. Derivative Litigation Beginning on September 23, 2020, two purported shareholder derivative actions were filed in the United States District Court for the District of Delaware ( Byun v. Milton, et al. , Case No. 1:20-cv-01277-UNA; Salguocar v. Girsky et. al., Case No. 1:20-cv-01404-UNA), purportedly on behalf of the Company, against certain of the Company's current and former directors alleging breaches of fiduciary duties, violations of Section 14(a) of the Exchange Act, and gross mismanagement. The Byun action also brings claims for unjust enrichment and abuse of control, while the Salguocar action brings a claim for waste of corporate assets. On October 19, 2020, the Byun action was stayed until 30 days after the earlier of (a) the Shareholder Securities Litigation being dismissed in their entirety with prejudice; (b) defendants filing an answer to any complaint in the Shareholder Securities Litigation; or (c) a joint request by plaintiff and defendants to lift the stay. On November 17, 2020, the Byun and Salguocar actions were consolidated as In re Nikola Corporation Derivative Litigation, Lead Case No. 20-cv-01277-CFC. In its order consolidating the actions, the court applied the Byun stay to the consolidated action. On January 31, 2023, plaintiffs filed an amended complaint. On December 18, 2020, a purported shareholder derivative action was filed in the United States District Court for the District of Arizona, Huhn v. Milton et al., Case No. 2:20-cv-02437-DWL, purportedly on behalf of the Company, against certain of the Company’s current and former directors alleging breaches of fiduciary duties, violations of Section 14(a) of the Exchange Act, unjust enrichment, and against defendant Jeff Ubben, a member of the Company’s board of directors, insider selling and misappropriation of information. On January 26, 2021, the Huhn action was stayed until 30 days after the earlier of (a) the Shareholder Securities Litigation being dismissed in its entirety with prejudice; (b) defendants filing an answer to any complaint in the Shareholder Securities Litigation; or (c) a joint request by plaintiff and defendants to lift the stay. On April 5, 2024, the court entered an order further staying the action (a) until a joint request by plaintiff and defendants to lift the stay; or (b) absent agreement from the parties that the stay should be lifted, upon motion by any party and good cause shown. On January 7, 2022, Barbara Rhodes, a purported stockholder of the Company, filed her Verified Stockholder Derivative Complaint in Delaware Chancery Court captioned Rhodes v. Milton, et al. and Nikola Corp. , C.A. No. 2022-0023-KSJM (the “Rhodes Action”). On January 10, 2022, Zachary BeHage and Benjamin Rowe, 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” and, together with the Rhodes Action, the "Related Actions"). These 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 February 1, 2022, the court consolidated the Rhodes Action and the BeHage Rowe Action as In re Nikola Corporation Derivative Litigation , C.A. No. 2022-0023-KJSM (the "Consolidated Chancery Action"). The Consolidated Chancery Action was stayed through February 2, 2022 on a combination of joint stipulations and court orders. Plaintiffs then filed a second amended complaint on February 14, 2023 (the “Second Amended Complaint”). On March 10, 2022, Michelle Brown and Crisanto Gomes, purported stockholders of the Company, filed their 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 likewise alleges claims against certain of the Company’s current and former directors for purported breaches of fiduciary duty and unjust enrichment. On January 12, 2023, the parties entered into a stipulation consolidating the Brown & Gomes Action in the Consolidated Chancery Derivative Action. On May 3, 2023, each of the current and former director defendants moved to partially dismiss the Second Amended Complaint. Briefing concluded on August 25, 2023, and the court heard arguments on December 8, 2023. On April 9, 2024, the court issued an order, granting in part and denying in part the defendants’ motion to dismiss. Defendants’ deadline to answer the Complaint is June 3, 2024. In addition, on March 8, 2021, the Company received a demand letter from a law firm representing a purported stockholder of the Company alleging facts and claims substantially the same as many of the facts and claims in the filed derivative shareholder lawsuit. The demand letter requests that the board of directors (i) undertake an independent internal investigation into certain board members and management’s purported violations of Delaware and/or federal law; and (ii) commence a civil action against those members of the board and management for alleged fiduciary breaches. In April 2021, the board of directors formed a demand review committee, consisting of independent directors Bruce L. Smith, and Mary L. Petrovich, to review such demands and provide input to the Company and retained independent counsel. Upon completion of the independent internal investigation by the demand review committee, it was recommended that the board take no action in response to the demand letter at this time. The independent counsel for the demand review committee provided an update to counsel for the stockholder who sent the demand letter. There can be no assurance as to whether any litigation will be commenced by or against the Company by the purported shareholder with respect to the claims set forth in the demand letter, or whether any such litigation could be material. Additionally, on December 23, 2022, the Company received another demand letter from a law firm representing purported stockholder of the Company, Ed Lomont, alleging facts and claims substantially the same as many of the facts and claims in the filed derivative shareholder lawsuits. The demand letter requested that the board’s demand review committee (i) undertake an independent internal investigation into certain board members and management’s purported violations of Delaware and/or federal law; and (ii) commence a civil action against those members of the board and management for alleged fiduciary breaches. In February 2023, the board of directors reengaged the demand review committee, consisting of independent directors Bruce L. Smith, and Mary L. Petrovich, to review such demands and provide input to the Company and retained independent counsel. Upon completion of the independent internal investigation by the demand review committee, it was recommended that the board take no action in response to the demand letter at this time. On September 6, 2023, Lomont filed a Verified Stockholder Derivative Complaint in Delaware Chancery Court captioned Lomont v. Milton, et al.. , C.A. No. 2023-0908-KSJM (the “Lomont Action”) against certain of the Company’s current and former directors, alleging claims against those defendants for purported breaches of fiduciary duty, unjust enrichment, and contribution and indemnification. The Lomont Action alleges that the Company constructively and wrongfully refused Lomont’s demand that the Company bring claims against officers and directors. On February 21, 2024, the court entered the parties’ stipulation staying the action for six months. 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 is vigorously defending 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. On February 21, 2024, a purported shareholder derivative action was filed in the United States District Court for the District of Delaware, captioned Roy v. Russell, et al., Case No. 1:24-cv-00230-UNA (the “Roy Action”), purportedly on behalf of the Company, against certain of the Company’s current and former officers and directors alleging violations of Section 14(a) of the Exchange Act, breach of fiduciary duty based on false statements; oversight, and insider trading; unjust enrichment; abuse of control; corporate waste; and gross mismanagement. The Company is currently evaluating the claims asserted in the complaint. Tenneson Action On October 13, 2023, John Tenneson filed a purported securities class action in the United States District Court for the District of Arizona, captioned Tenneson v. Nikola et al., Case No. 2:23-cv-02131-DJH (the “Tenneson Action”). The Tenneson Action asserts claims against the Company and certain officers and directors asserts under Sections 10(b) and 20(a) of the Exchange Act, 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 safety and structural controls related to its manufacturing of battery components and the likelihood of a product recall. On December 12, 2023, three sets of plaintiffs filed motions to be appointed as lead plaintiff. On January 16, 2024, the court entered the parties' stipulated extension of time for Defendants to respond to the complaint until after a lead plaintiff is appointed and an amended complaint is filed. On February 29, 2024, the magistrate issued a report and recommendation that plaintiff Randolph Reyes be appointed as lead plaintiff. On April 25, 2024, the District of Arizona court accepted and adopted the magistrate’s report and recommendation and appointed plaintiff Reyes as lead plaintiff. Plaintiff seeks 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 the Tenneson Action, which could be material. Lion Electric matter On March 2, 2023, Lion Electric filed a complaint against Nikola in Arizona federal district court alleging that Nikola tortiously interfered with the Romeo Power, Inc. / Lion Electric business relationship and Lion’s business expectancy from the commercial relationship. Nikola denies the allegations and intends to vigorously defend the matter. Based upon information presently known to management, as of March 31, 2024 and December 31, 2023, the Company recognized an estimated liability of $1.8 million in accrued expenses and other current liabilities on the condensed consolidated balance sheets. Commitments and Contingencies FCPM License In the third quarter of 2021, the Company entered into a fuel cell power module ("FCPM") license to intellectual property that will be used to adapt, further develop and assemble FCPMs. Payments for the license will be due in installments ranging from 2022 to 2025. As of March 31, 2024 and December 31, 2023, the Company accrued $18.9 million and $13.8 million, respectively, in accrued expenses and other current liabilities, and zero and $5.5 million, respectively, in other long-term liabilities on the condensed consolidated balance sheets. Inventory Repurchase Agreements During the first quarter of 2023, the Company entered into an arrangement with a finance company to provide floor plan financing to its dealers (the "Floor Plan"), generally with terms of approximately 15 months. The Company receives payment from the finance company following shipment of trucks to the dealers, and the Company participates in the cost of dealer financing up to certain limits. In conjunction with the Floor Plan, the Company entered into an inventory repurchase agreement (the "Inventory Repurchase Agreement") with the finance company, whereby the Company has agreed to repurchase trucks re-possessed by the financing company in the event of a dealer default, at the financing company's option. As of March 31, 2024, the maximum potential cash payments the Company could be required to make under the terms of the Inventory Repurchase Agreement was $13.7 million. The Company's financial exposure under the Inventory Repurchase Agreement is limited to the difference between the amount paid to the financing company and the amount received upon subsequent resale of the re-possessed truck. As of March 31, 2024, the Company had not repurchased any trucks under the terms of the Inventory Repurchase Agreement, nor received any requests for repurchase. BEV Recall Campaign On August 11, 2023, the Company announced a voluntary recall of its BEV trucks and determined that replacement of the battery pack in all BEV trucks was the safest, most cost effective remedy. All BEV trucks were transported to the Company's manufacturing facility to be retrofit with alternative battery packs. Amounts accrued for the recall campaign are based on management’s best estimates of the amounts that will ultimately be required to settle such items. The Company can provide no assurances that it will not experience material claims in the future or that it will not incur significant costs to defend or settle such claims beyond the amounts accrued. As of March 31, 2024 and December 31, 2023, the Company accrued $65.0 million and $65.8 million, respectively, of which the Company incurred claims through such date of $9.7 million and $3.0 million, respectively, related to the recall campaign. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Numerator: Net loss from continuing operations $ (147,722) $ (145,251) Net loss from discontinued operations — (23,843) Net loss $ (147,722) $ (169,094) Denominator: Weighted average shares outstanding, basic and diluted 1,335,877,351 549,689,436 Net loss per share, basic and diluted: Net loss from continuing operations $ (0.11) $ (0.26) Net loss from discontinued operations $ — $ (0.05) Net loss $ (0.11) $ (0.31) 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. There were no adjustments for revaluations of the warrant liability as the warrants outstanding are anti-dilutive for all periods presented. Potentially dilutive shares were excluded from the computation of diluted net loss when their effect was antidilutive. The following outstanding common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive. Three Months Ended March 31, 2024 2023 Toggle Convertible Notes (on an as-converted basis) 21,849,561 24,123,014 Senior Convertible Notes (on an as-converted basis) — 9,292,913 8.25% Convertible Notes (on an as-converted basis) 15,564,444 — Outstanding warrants 841,183 1,137,850 Stock options, including performance stock options 15,032,880 22,301,935 Restricted stock units, including Market Based RSUs 23,875,071 26,645,747 Total 77,163,139 83,501,459 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS In April 2024, the Company settled a conversion of the 8.25% Convertible Notes for aggregate principal amount of $12.0 million with the issuance of 13,333,333 shares of the Company's common stock and Coupon Make-Whole Premium payment of $2.8 million. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (147,722) | $ (169,094) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as amended. |
Consolidation | Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes. |
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | Cash, Cash Equivalents and Restricted Cash and Cash Equivalents |
Revenue Recognition | Revenue Recognition Truck sales Truck sales consist of revenue recognized on the sales of the Company's trucks. The sale of a truck is generally recognized as a single performance obligation at the point in time when control is transferred to the customer, which has historically been only the Company's dealers. Control is generally deemed transferred when the product is picked up by the carrier and the dealer can direct the product's use and obtain substantially all of the remaining benefits from the product. The Company may offer certain after-market upgrades at the request of dealers. If a contract contains more than one distinct performance obligation, the transaction price is allocated to each performance obligation based on the standalone selling price of each performance obligation. In accordance with state law and the Company's dealer agreements, the Company may be required to repurchase dealer inventory in the event a dealer agreement is terminated, and accounts for these as sales with right of return. The Company estimates a reserve for returns based on average historical returns in the event of dealer agreement terminations. Management believes that the estimate is an accurate reflection of expected returns, but actual return activity may vary from estimates. Accrued returns were approximately $8.6 million and $0.7 million as of March 31, 2024 and December 31, 2023, respectively, and are generally reflected in accrued expenses and other current liabilities on the condensed consolidated balance sheets. If the reserve applies to trucks that have an outstanding accounts receivable balance, the reserve is reflected as a reduction of accounts receivable, net. Revenue is recognized based on the transaction price, which is measured as the amount of consideration that the Company expects to receive in exchange for transferring the product pursuant to the terms of the contract with its dealer. The transaction price may be adjusted, if applicable, for variable consideration, such as rebates and financing costs on floor plan arrangements, which requires the Company to make estimates for the portion of these allowances that have yet to be credited to dealers. Payments for trucks sold are made in accordance with the Company's customary payment terms. The Company has elected an accounting policy whereby the Company does not adjust the promised amount of consideration for the effects of a significant financing component because, at contract inception, the Company expects the period between the time when the Company transfers a promised good or service to the dealer and the time when the dealer pays for that good or service will be one year or less. Sales tax collected from dealers is not considered revenue and is accrued until remitted to the taxing authorities. Shipping and handling activities occur after the dealer 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. Service and other Service and other revenues primarily consist of sales of charging products, service parts, after-market parts, service and labor, and hydrogen. Sales are generally recognized as a single performance obligation at the point in time when control is transferred to the customer. Control is generally 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. 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. Sales tax collected is not considered revenue and is accrued until remitted to the taxing authorities. |
Product Warranties and Recall Campaigns | Product Warranties and Recall Campaigns Product warranty costs are recognized upon transfer of control of trucks to dealers, and are estimated based on factors including the length of the warranty (generally 2 to 5 years), product costs, and product failure rates. Warranty reserves are reviewed and adjusted quarterly to ensure that accruals are adequate to meet expected future warranty obligations. Estimating future warranty costs is highly subjective and requires significant management judgment. Management believes that the accruals are adequate. However, based on the limited historical information available, it is possible that substantial additional charges may be required in future periods based on new information or changes in facts and circumstances. The Company's accrual includes estimates of the replacement costs for covered parts which is based on historical experience. This estimate could be impacted by contractual changes with third-party suppliers or the need to identify new suppliers and the engineering and design costs that would accompany such a change. Recall campaign costs are recognized when a product recall liability is probable and related amounts are reasonably estimable. Costs are estimated based on the number of trucks to be repaired and the required repairs including engineering and development, product costs, labor rates, and shipping. Estimating the cost to repair the trucks is highly subjective and requires significant management judgment. Based on information that is currently available, management believes that the accruals are adequate. It is possible that substantial additional charges may be required in future periods based on new information, changes in facts and circumstances, availability of materials from key suppliers, and actions the Company may commit to or be required to undertake. During the third quarter of 2023, the Company filed a voluntary recall with the National Highway Traffic Safety Administration fo r the Company's BEV trucks, related to issues with the existing battery pack. The Company accrued recall campaign costs of $65.0 million , of which $9.7 million has been incurred through March 31, 2024 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-06 to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements. In December 2023, FASB issued ASU No. 2023-09 ("ASU 2023-09"), Income Taxes, to enhance income tax disclosures to address investor requests for more information about the tax risks and opportunities present in an entity’s worldwide operation. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company plans to adopt ASU 2023-09 for the year ended December 31, 2025, and is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures. |
Inventory | Inventory cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Inventories are stated at the lower of cost or net realizable value. Inventories are written down for any excess or obsolescence and when net realizable value, which is based upon estimated selling prices, is in excess of carrying value. Once inventory is written-down, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration of or increase in that newly established cost basis. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 condensed consolidated statements of cash flows are as follows: As of March 31, 2024 December 31, 2023 March 31, 2023 Cash and cash equivalents $ 345,637 $ 464,715 $ 119,604 Restricted cash and cash equivalents – current 1,224 1,224 10,600 Restricted cash and cash equivalents – non-current 31,386 28,026 73,082 Cash, cash equivalents and restricted cash and cash equivalents $ 378,247 $ 493,965 $ 203,286 |
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 condensed consolidated statements of cash flows are as follows: As of March 31, 2024 December 31, 2023 March 31, 2023 Cash and cash equivalents $ 345,637 $ 464,715 $ 119,604 Restricted cash and cash equivalents – current 1,224 1,224 10,600 Restricted cash and cash equivalents – non-current 31,386 28,026 73,082 Cash, cash equivalents and restricted cash and cash equivalents $ 378,247 $ 493,965 $ 203,286 |
Schedule of Carrying Value and Fair Value of Financial Instruments | The carrying value and fair value of the Company’s financial instruments are as follows: As of March 31, 2024 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 33,353 $ — $ — $ 33,353 Liabilities Derivative liability $ — $ — $ 8,027 $ 8,027 As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 29,839 $ — $ — $ 29,839 Liabilities Derivative liability $ — $ — $ 8,871 $ 8,871 |
Schedule of Carrying Value and Fair Value of Financial Instruments | The carrying value and fair value of the Company’s financial instruments are as follows: As of March 31, 2024 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 33,353 $ — $ — $ 33,353 Liabilities Derivative liability $ — $ — $ 8,027 $ 8,027 As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 29,839 $ — $ — $ 29,839 Liabilities Derivative liability $ — $ — $ 8,871 $ 8,871 |
Schedule of Changes in Fair Value of Liabilities | The change in fair value of the derivative liability for the three months ended March 31, 2024 was as follows: Derivative liability Estimated fair value at December 31, 2023 $ 8,871 Change in estimated fair value 839 Settlement of derivative liability for conversions (1,683) Estimated fair value at March 31, 2024 $ 8,027 |
Schedule of Inputs and Assumptions Used | The fair value of the conversion features was estimated by applying a with-and-without approach. The following reflects the ranges of inputs and assumptions used: For the three months ended March 31, 2024 Stock price $0.63 - $1.04 Conversion price $0.90 Risk free rate 3.01% - 4.52% Credit spread 14.10% - 15.10% |
Schedule of Change in Warrant Liabilities | The change in warranty liability for the three months ended March 31, 2024 and 2023 is summarized as follows: Three Months Ended March 31, 2024 2023 Accrued warranty - beginning of period $ 78,946 $ 7,788 Warranties issued in period - product warranty 9,664 1,793 Net changes in liability for pre-existing warranties (1,293) (302) Warranty costs incurred (6,648) (31) Accrued warranty - end of period $ 80,669 $ 9,248 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | Inventory consisted of the following at March 31, 2024 and December 31, 2023, respectively: As of March 31, 2024 December 31, 2023 Raw materials $ 29,782 $ 32,889 Work in process 16,591 15,486 Finished goods 8,919 8,206 Service parts 6,050 6,007 Total inventory $ 61,342 $ 62,588 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following at March 31, 2024 and December 31, 2023, respectively: As of March 31, 2024 December 31, 2023 Inventory deposits $ 11,308 $ 4,843 Prepaid expenses 5,505 6,152 Non-trade receivables 4,913 4,895 Holdback receivable 4,886 3,655 Other deposits 4,076 1,643 Prepaid software 2,815 1,421 Return assets 1,653 675 Prepaid insurance premiums 1,606 2,148 Deferred implementation costs 479 479 Total prepaid expenses and other current assets $ 37,241 $ 25,911 |
Schedule of Property, Plant and Equipment, Net | Property, plant and equipment, net consisted of the following at March 31, 2024 and December 31, 2023: As of March 31, 2024 December 31, 2023 Buildings $ 240,861 $ 239,918 Construction-in-progress 96,951 135,994 Equipment 75,690 67,657 Tooling 58,183 39,389 Finance lease assets 37,109 37,504 Software 8,649 8,649 Land 7,957 7,957 Other 5,068 4,926 Leasehold improvements 3,100 3,100 Demo vehicles 1,798 788 Furniture and fixtures 1,483 1,483 Property, plant and equipment, gross 536,849 547,365 Less: accumulated depreciation and amortization (52,378) (43,949) Total property, plant and equipment, net $ 484,471 $ 503,416 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at March 31, 2024 and December 31, 2023: As of March 31, 2024 December 31, 2023 Settlement liabilities $ 87,063 $ 91,330 Warranty liability, current 61,467 65,703 Accrued purchase of intangible asset 18,885 13,796 Inventory received not yet invoiced 15,233 8,642 Derivative liability 8,027 8,871 Other accrued expenses 8,922 5,186 Accrued payroll and payroll related expenses 7,691 3,254 Accrued outsourced engineering services 6,363 4,207 Operating lease liabilities, current 2,418 1,867 Accrued purchases of property, plant and equipment 2,317 2,458 Accrued legal expenses 1,765 1,708 Total accrued expenses and other current liabilities $ 220,151 $ 207,022 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Separately Identifiable Assets | The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows: As of March 31, 2024 Gross Carrying Accumulated Net Carrying Licenses: S-WAY Product and Platform license $ 50,000 $ 14,286 $ 35,714 FCPM license 47,181 — 47,181 Other intangibles 1,650 535 1,115 Total intangible assets, net $ 98,831 $ 14,821 $ 84,010 As of December 31, 2023 Gross Carrying Accumulated Net Carrying Licenses: S-WAY Product and Platform license $ 50,000 $ 12,500 $ 37,500 FCPM license 47,181 — 47,181 Other intangibles 1,650 471 1,179 Total intangible assets, net $ 98,831 $ 12,971 $ 85,860 |
INVESTMENTS IN AFFILIATES (Tabl
INVESTMENTS IN AFFILIATES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Investments in Unconsolidated Affiliates | The investment in an unconsolidated affiliate accounted for under the equity method consisted of the following: As of Ownership as of March 31, 2024 March 31, 2024 December 31, 2023 Wabash Valley Resources LLC 20 % $ 56,905 $ 57,062 $ 56,905 $ 57,062 Equity in net loss of affiliates on the condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023, were as follows: Three Months Ended March 31, 2024 2023 Equity in net loss of affiliates: Nikola Iveco Europe GmbH $ — $ (8,411) Wabash Valley Resources LLC (157) 3 Total equity in net loss of affiliates $ (157) $ (8,408) |
DEBT AND FINANCE LEASE LIABIL_2
DEBT AND FINANCE LEASE LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Finance Lease Liabilities | A summary of debt and finance lease liabilities as of March 31, 2024 and December 31, 2023, were as follows: As of March 31, 2024 December 31, 2023 Current: Finance lease liabilities $ 5,325 $ 6,312 Insurance premium financing — 1,852 Promissory notes 798 699 Financing obligations 110 87 Debt and finance lease liabilities, current $ 6,233 $ 8,950 As of March 31, 2024 December 31, 2023 Non-current: Toggle Convertible Notes $ 128,740 $ 124,061 Financing obligations 101,712 101,470 Finance lease liabilities 25,916 26,395 8.25% Convertible Notes 9,771 15,047 Promissory notes 2,206 2,306 Long-term debt and finance lease liabilities, net of current portion $ 268,345 $ 269,279 |
Schedule of Carrying Values and Estimated Fair Values | The fair values of the following debt obligations are estimated using level 2 fair value inputs, including stock price and risk-free rates. The following table presents the carrying value and estimated fair values: As of March 31, 2024 Carrying Value Fair Value June 2022 Toggle Convertible Notes $ 119,336 $ 104,499 8.25% Convertible Notes 9,771 19,079 June 2023 Toggle Convertible Notes 9,404 10,973 Promissory notes 3,004 2,938 |
Schedule of Interest Rates, Net Carrying Amounts of Debt Component and Interest Expense | The interest rates and payment dates for each of the Toggle Convertible Notes is summarized below: June 2022 Toggle Convertible Notes June 2023 Toggle Convertible Notes PIK interest rate (per annum) 11.00% 8.00% Cash interest rate (per annum) 8.00% 8.00% Semi-annual interest payable dates May 31 and November 30 of each year June 30 and December 31 of each year First interest payment date November 30, 2022 December 31, 2023 The net carrying amounts of the debt component of the Toggle Convertible Notes as of March 31, 2024 and December 31, 2023 were as follows: June 2022 Toggle Convertible Notes June 2023 Toggle Convertible Notes As of March 31, 2024 As of December 31, 2023 As of March 31, 2024 As of December 31, 2023 Principal amount $ 123,478 $ 123,478 $ 11,460 $ 11,460 Accrued PIK interest 4,565 1,170 229 — Unamortized discount (2,102) (2,306) (2,285) (2,496) Unamortized issuance costs (6,605) (7,245) — — Net carrying amount $ 119,336 $ 115,097 $ 9,404 $ 8,964 The following table presents the Company's interest expense related to the June 2022 Toggle Convertible Notes: Three Months Ended March 31, 2024 2023 Contractual interest expense $ 3,396 $ 5,801 Amortization of debt discount and issuance costs 844 932 Total interest expense $ 4,240 $ 6,733 The following table presents the Company's interest expense related to the June 2023 Toggle Convertible Notes: Three Months Ended March 31, 2024 Contractual interest expense $ 229 Amortization of debt discount and issuance costs 211 Total interest expense $ 440 The net carrying amount of the debt component of the 8.25% Convertible Notes as of March 31, 2024 and December 31, 2023 was as follows: As of March 31, 2024 December 31, 2023 Principal amount $ 14,008 $ 21,558 Unamortized discount (3,782) (5,821) Unamortized issuance costs (455) (690) Net carrying amount $ 9,771 $ 15,047 |
Schedule of Reference Price And Floor Price Applicable to Issuance of Senior Convertible Notes | The Reference Price and Floor Price applicable to each issuance of Purchase Agreement Notes is summarized below: Reference Price Floor Price Series A Notes $ 5.975 $ 0.478 Series B-1 Notes $ 4.050 $ 0.478 The following table summarizes conversions of the Purchase Agreement Notes during the three months ended March 31, 2023 : Series A Notes Series B-1 Notes Shares of common stock issued for conversions 21,785,618 10,572,688 Principal balance converted $ 50,000 $ 14,286 Make-whole interest converted $ 2,500 $ 714 Average conversion price $ 2.41 $ 1.42 |
STOCK BASED COMPENSATION EXPE_2
STOCK BASED COMPENSATION EXPENSE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Changes in Stock Options | A summary of changes in stock options are as follows: Options Weighted Weighted Average Outstanding at December 31, 2023 15,041,373 $ 1.37 3.64 Granted — — Exercised — — Cancelled (8,493) 3.28 Outstanding at March 31, 2024 15,032,880 3.38 Vested and exercisable as of March 31, 2024 15,032,880 $ 1.37 3.38 |
Schedule of Changes in RSU's, Market Based RSU's, and Unrecognized Compensation Expenses | A summary of changes in RSUs are as follows: Number of RSUs Balance at December 31, 2023 25,541,121 Granted 920,220 Released (4,371,075) Cancelled (1,815,195) Balance at March 31, 2024 20,275,071 A summary of changes in market based RSUs are as follows: Number of Market Based RSUs Balance at December 31, 2023 3,000,000 Granted 600,000 Released — Cancelled — Balance at March 31, 2024 3,600,000 As of March 31, 2024, total unrecognized compensation expense was as follows: Unrecognized Compensation Expense Market based RSUs $ 6,864 RSUs 31,022 Total unrecognized compensation expense at March 31, 2024 $ 37,886 |
Schedule of Impact of Stock-Based Compensation Expense | The following table presents the impact of stock-based compensation expense on the condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Cost of revenues $ 328 $ 731 Research and development 2,859 9,041 Selling, general, and administrative 5,599 14,715 Discontinued operations — 61 Total stock-based compensation expense $ 8,786 $ 24,548 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of the Assets and Liabilities to Assignment for the Benefit of Creditors of Loss on Deconsolidation of Subsidiaries and Components of Loss From Discontinued Operations | The following represents the major components of loss from discontinued operations presented in the condensed consolidated statements of operations: For the three months ended March 31, 2023 Revenues $ 440 Cost of revenues 10,653 Gross loss (10,213) Operating expenses: Research and development 2,620 Selling, general and administrative 11,012 Total operating expenses 13,632 Loss from operations (23,845) Other income, net Interest expense, net (30) Revaluation of warrant liability 32 Loss from discontinued operations $ (23,843) |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of the Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the basic and diluted net loss per share for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Numerator: Net loss from continuing operations $ (147,722) $ (145,251) Net loss from discontinued operations — (23,843) Net loss $ (147,722) $ (169,094) Denominator: Weighted average shares outstanding, basic and diluted 1,335,877,351 549,689,436 Net loss per share, basic and diluted: Net loss from continuing operations $ (0.11) $ (0.26) Net loss from discontinued operations $ — $ (0.05) Net loss $ (0.11) $ (0.31) |
Schedule of Common Stock Equivalents were Excluded from the Computation of Diluted Net Loss Per Share | The following outstanding common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive. Three Months Ended March 31, 2024 2023 Toggle Convertible Notes (on an as-converted basis) 21,849,561 24,123,014 Senior Convertible Notes (on an as-converted basis) — 9,292,913 8.25% Convertible Notes (on an as-converted basis) 15,564,444 — Outstanding warrants 841,183 1,137,850 Stock options, including performance stock options 15,032,880 22,301,935 Restricted stock units, including Market Based RSUs 23,875,071 26,645,747 Total 77,163,139 83,501,459 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 12, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 345,637 | $ 464,715 | $ 119,604 | |
Cash equivalent | 33,400 | 29,800 | ||
Restricted cash | 32,600 | 29,300 | ||
Accrued returns | 8,600 | 700 | ||
Warranties issued in period - recall campaign | 65,000 | 65,800 | ||
Incurred recall campaign cost | 9,700 | 3,000 | ||
Warranty liability, current | 61,467 | 65,703 | ||
Standard product warranty accrual, noncurrent | $ (19,200) | $ (13,200) | ||
Minimum | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Warranty period | 2 years | |||
Maximum | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Warranty period | 5 years | |||
8.25% Convertible Notes | Convertible Notes Payable | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Number of shares issued in debt conversion (in shares) | 175,000,000 | 8,388,887 | 170,491,093 | |
Interest rate, stated percentage | 8.25% | 8.25% | 8.25% | |
Embedded conversion features derivative liability | $ 47,300 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 345,637 | $ 464,715 | $ 119,604 | |
Restricted cash and cash equivalents – current | 1,224 | 1,224 | 10,600 | |
Restricted cash and cash equivalents – non-current | 31,386 | 28,026 | 73,082 | |
Cash, cash equivalents and restricted cash and cash equivalents | $ 378,247 | $ 493,965 | $ 203,286 | $ 313,909 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Liabilities | ||
Derivative liability | $ 8,027 | $ 8,871 |
Money Market | ||
Assets | ||
Cash equivalents – money market | 33,353 | 29,839 |
Level 1 | ||
Liabilities | ||
Derivative liability | 0 | 0 |
Level 1 | Money Market | ||
Assets | ||
Cash equivalents – money market | 33,353 | 29,839 |
Level 2 | ||
Liabilities | ||
Derivative liability | 0 | 0 |
Level 2 | Money Market | ||
Assets | ||
Cash equivalents – money market | 0 | 0 |
Level 3 | ||
Liabilities | ||
Derivative liability | 8,027 | 8,871 |
Level 3 | Money Market | ||
Assets | ||
Cash equivalents – money market | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Warrants & Derivatives (Details) - 8.25% Convertible Notes - Derivative Financial Instruments, Liabilities $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Estimated fair value at beginning of period | $ 8,871 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 839 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Reclassification To Equity | (1,683) |
Estimated fair value at end of period | $ 8,027 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Measurement Inputs of Derivative Liability (Details) - 8.25% Convertible Notes | Mar. 31, 2024 $ / shares |
Measurement Input, Share Price [Member] | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, assets | 0.63 |
Measurement Input, Share Price [Member] | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, assets | 1.04 |
Conversion price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, assets | 0.90 |
Risk free rate | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, assets | 0.0301 |
Risk free rate | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, assets | 0.0452 |
Credit spread | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, assets | 0.1410 |
Credit spread | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, assets | 0.1510 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warranty Accrual (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Accrued warranty - beginning of period | $ 78,946 | $ 7,788 |
Warranties issued in period - product warranty | 9,664 | 1,793 |
Net changes in liability for pre-existing warranties | (1,293) | (302) |
Warranty costs incurred | (6,648) | (31) |
Accrued warranty - end of period | $ 80,669 | $ 9,248 |
BALANCE SHEET COMPONENTS - Inve
BALANCE SHEET COMPONENTS - Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 29,782 | $ 32,889 |
Work in process | 16,591 | 15,486 |
Finished goods | 8,919 | 8,206 |
Service parts | 6,050 | 6,007 |
Inventory | $ 61,342 | $ 62,588 |
BALANCE SHEET COMPONENTS - Prep
BALANCE SHEET COMPONENTS - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Inventory deposits | $ 11,308 | $ 4,843 |
Prepaid expenses | 5,505 | 6,152 |
Non-trade receivables | 4,913 | 4,895 |
Holdback receivable | 4,886 | 3,655 |
Other deposits | 4,076 | 1,643 |
Prepaid software | 2,815 | 1,421 |
Return assets | 1,653 | 675 |
Prepaid insurance premiums | 1,606 | 2,148 |
Deferred implementation costs | 479 | 479 |
Prepaid expenses and other current assets | $ 37,241 | $ 25,911 |
BALANCE SHEET COMPONENTS - Narr
BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 8.6 | $ 4.2 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Phoenix Hydrogen Hub, LLC | ||||
Property, Plant and Equipment [Line Items] | ||||
Percentage of subsidiary divested | 100% | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Phoenix Hydrogen Hub Project | ||||
Property, Plant and Equipment [Line Items] | ||||
Net proceeds | 25.1 | |||
Holdback from sale of subsidiary | 3.7 | |||
Holdback from sale of subsidiary, current | 4.9 | $ 3.7 | ||
Holdback from sale of subsidiary, noncurrent | $ 2.5 | |||
Tooling | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful life | 5 years | |||
Depreciation expense | $ 2.6 |
BALANCE SHEET COMPONENTS - Prop
BALANCE SHEET COMPONENTS - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Finance lease assets | $ 37,109 | $ 37,504 |
Property, plant and equipment, gross | 536,849 | 547,365 |
Less: accumulated depreciation and amortization | (52,378) | (43,949) |
Total property, plant and equipment, net | 484,471 | 503,416 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 240,861 | 239,918 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 96,951 | 135,994 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 75,690 | 67,657 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 58,183 | 39,389 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 8,649 | 8,649 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 7,957 | 7,957 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 5,068 | 4,926 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 3,100 | 3,100 |
Demo vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | 1,798 | 788 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross except finance lease assets | $ 1,483 | $ 1,483 |
BALANCE SHEET COMPONENTS - Accr
BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Settlement liabilities | $ 87,063 | $ 91,330 |
Warranty liability, current | 61,467 | 65,703 |
Accrued purchase of intangible asset | 18,885 | 13,796 |
Inventory received not yet invoiced | 15,233 | 8,642 |
Derivative liability | 8,027 | 8,871 |
Other accrued expenses | 8,922 | 5,186 |
Accrued payroll and payroll related expenses | 7,691 | 3,254 |
Accrued outsourced engineering services | 6,363 | 4,207 |
Operating lease liabilities, current | 2,418 | 1,867 |
Accrued purchases of property, plant and equipment | 2,317 | 2,458 |
Accrued legal expenses | 1,765 | 1,708 |
Total accrued expenses and other current liabilities | $ 220,151 | $ 207,022 |
INTANGIBLE ASSETS, NET - Schedu
INTANGIBLE ASSETS, NET - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 14,821 | $ 12,971 |
Gross Carrying Amount | 98,831 | 98,831 |
Net Carrying Amount | 84,010 | 85,860 |
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 | 14,286 | 12,500 |
Net Carrying Amount | 35,714 | 37,500 |
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 | 1,650 | 1,650 |
Accumulated Amortization | 535 | 471 |
Net Carrying Amount | $ 1,115 | $ 1,179 |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 1.8 | $ 1.8 |
INVESTMENTS IN AFFILIATES - Equ
INVESTMENTS IN AFFILIATES - Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jun. 22, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Investment in affiliate | $ 56,905 | $ 57,062 | ||
Equity in net loss of affiliates | $ (157) | $ (8,408) | ||
Wabash Valley Resources LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership | 20% | 20% | ||
Investment in affiliate | $ 56,905 | $ 57,062 | ||
Equity in net loss of affiliates | (157) | 3 | ||
Nikola Iveco Europe GmbH | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in net loss of affiliates | $ 0 | $ (8,411) |
INVESTMENTS IN AFFILIATES - Nar
INVESTMENTS IN AFFILIATES - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 22, 2021 | Mar. 31, 2024 | Jun. 29, 2023 |
Wabash Valley Resources LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership | 20% | 20% | |
Investments in affiliates | $ 25 | ||
Common stock of VectoIQ and VectoIQ founder shares (in shares) | 1,682,367 | ||
Price per share (in dollars per share) | $ 14.86 | ||
Basis difference | $ 55.5 | ||
Maximum exposure to loss | $ 57.4 | ||
Book value equity interest and loans | $ 0.5 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Nikola Iveco Europe GmbH | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage in disposed asset | 50% |
DEBT AND FINANCE LEASE LIABIL_3
DEBT AND FINANCE LEASE LIABILITIES - Debt and Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 12, 2023 | Jun. 07, 2022 |
Current: | ||||
Finance lease liabilities | $ 5,325 | $ 6,312 | ||
Debt and finance lease liabilities, current | 6,233 | 8,950 | ||
Non-current: | ||||
Finance lease liabilities | 25,916 | 26,395 | ||
Long-term debt and finance lease liabilities, net of current portion | 268,345 | 269,279 | ||
Notes Payable, Other Payables | ||||
Non-current: | ||||
Long-term debt | 2,206 | 2,306 | ||
Financing obligations | ||||
Current: | ||||
Current maturities of long-term debt | 110 | 87 | ||
Non-current: | ||||
Long-term debt | 101,712 | 101,470 | ||
Insurance premium financing | Notes Payable, Other Payables | ||||
Current: | ||||
Current maturities of long-term debt | $ 0 | 1,852 | ||
Non-current: | ||||
Interest rate, stated percentage | 2.95% | |||
Promissory notes | Notes Payable, Other Payables | ||||
Current: | ||||
Current maturities of long-term debt | $ 798 | 699 | ||
Non-current: | ||||
Interest rate, stated percentage | 4.26% | |||
Toggle Convertible Notes | Convertible Notes | ||||
Non-current: | ||||
Long-term debt | 128,740 | 124,061 | ||
8.25% Convertible Notes | Convertible Notes | ||||
Non-current: | ||||
Long-term debt | $ 9,771 | $ 15,047 | ||
Interest rate, stated percentage | 8.25% | 8.25% | 8.25% |
DEBT AND FINANCE LEASE LIABIL_4
DEBT AND FINANCE LEASE LIABILITIES - Carrying Value and Estimated Fair Value (Details) - Convertible Notes Payable - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
June 2022 Toggle Convertible Notes | ||
Debt Instrument [Line Items] | ||
Carrying Value | $ 119,336 | $ 115,097 |
Fair Value | 104,499 | |
8.25% Convertible Notes | ||
Debt Instrument [Line Items] | ||
Carrying Value | 9,771 | 15,047 |
Fair Value | 19,079 | |
June 2023 Toggle Convertible Notes | ||
Debt Instrument [Line Items] | ||
Carrying Value | 9,404 | $ 8,964 |
Fair Value | 10,973 | |
Promissory notes | ||
Debt Instrument [Line Items] | ||
Carrying Value | 3,004 | |
Fair Value | $ 2,938 |
DEBT AND FINANCE LEASE LIABIL_5
DEBT AND FINANCE LEASE LIABILITIES - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 23 Months Ended | |||||||||||||
Dec. 12, 2023 USD ($) day $ / shares shares | Jun. 29, 2023 USD ($) | Dec. 30, 2022 USD ($) day | Aug. 04, 2022 USD ($) | Jun. 07, 2022 USD ($) | Jun. 01, 2022 | Apr. 30, 2024 USD ($) shares | Jun. 30, 2022 USD ($) day $ / shares | Mar. 31, 2024 USD ($) day shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Mar. 31, 2024 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Apr. 11, 2023 USD ($) | Mar. 17, 2023 USD ($) | May 10, 2022 USD ($) extension_option | |
Debt Instrument [Line Items] | |||||||||||||||||
Loss on debt extinguishment | $ 784,000 | $ 0 | |||||||||||||||
Headquarters, Phoenix, Arizona | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Consideration received | $ 52,500,000 | ||||||||||||||||
Contingent consideration asset | $ 13,100,000 | ||||||||||||||||
Lease term | 20 years | ||||||||||||||||
Number of options to extend | extension_option | 4 | ||||||||||||||||
Renewal term | 7 years | ||||||||||||||||
Number of extension options reasonably certain of being exercised | extension_option | 1 | ||||||||||||||||
Coolidge, AZ Land | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Consideration received | $ 50,400,000 | ||||||||||||||||
Lease term | 99 years | ||||||||||||||||
Number of anniversary | 50 years | ||||||||||||||||
Percentage of increase in repurchase amount of asset on basis of purchase price | 300% | ||||||||||||||||
Financing obligations | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 38,300,000 | ||||||||||||||||
Unamortized issuance costs | $ 1,100,000 | ||||||||||||||||
Proceeds from debt, net of discount and issuance costs | $ 13,100,000 | ||||||||||||||||
Interest expense | 900,000 | 900,000 | |||||||||||||||
June 2022 Toggle Convertible Notes | Convertible Notes Payable | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 200,000,000 | $ 123,478,000 | $ 123,478,000 | $ 123,478,000 | $ 100,000,000 | ||||||||||||
Interest rate, stated percentage | 8% | 8% | |||||||||||||||
Paid-in-kind interest rate | 11% | ||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 8.74 | ||||||||||||||||
Effective interest rate percentage | 13.90% | 13.90% | |||||||||||||||
Unamortized issuance costs | $ 6,605,000 | 7,245,000 | $ 6,605,000 | ||||||||||||||
Interest expense | 4,240,000 | 6,733,000 | |||||||||||||||
Conversion ratio | 0.1143602 | ||||||||||||||||
8.25% Convertible Notes | Convertible Notes Payable | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 100,000,000 | ||||||||||||||||
Paid-in-kind interest rate | 11% | ||||||||||||||||
June 2023 Toggle Convertible Notes | Convertible Notes Payable | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 11,460,000 | 11,460,000 | $ 11,460,000 | $ 11,000,000 | |||||||||||||
Interest rate, stated percentage | 8% | ||||||||||||||||
Paid-in-kind interest rate | 8% | ||||||||||||||||
Initial conversion rate numerator | 674.4258 | ||||||||||||||||
Effective interest rate percentage | 17.24% | 17.24% | |||||||||||||||
Unamortized issuance costs | $ 0 | 0 | $ 0 | ||||||||||||||
Interest expense | 440,000 | ||||||||||||||||
Toggle Convertible Notes | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Secured debt limit per restrictive covenants | $ 500,000,000 | ||||||||||||||||
Toggle Convertible Notes | Convertible Notes Payable | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Convertible notes redemption day | day | 26 | ||||||||||||||||
Toggle Convertible Notes | Convertible Notes Payable | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Redemption price | 130% | ||||||||||||||||
Toggle Convertible Notes | Convertible Notes Payable | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Redemption price | 100% | ||||||||||||||||
Toggle Convertible Notes | Convertible Notes Payable | Conversion Circumstance One | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Threshold trading days | day | 20 | ||||||||||||||||
Threshold consecutive trading days | day | 30 | ||||||||||||||||
Toggle Convertible Notes | Convertible Notes Payable | Conversion Circumstance One | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Threshold of stock price trigger (in percent) | 130% | ||||||||||||||||
Toggle Convertible Notes | Convertible Notes Payable | 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 | ||||||||||||||||
Toggle Convertible Notes | Convertible Notes Payable | Conversion Circumstance Two | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Threshold of stock price trigger (in percent) | 98% | ||||||||||||||||
First Purchase Agreement | Convertible Notes Payable | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate, stated percentage | 5% | ||||||||||||||||
Threshold trading days | day | 3 | ||||||||||||||||
Maximum principal amount of convertible notes | $ 125,000,000 | $ 25,000,000 | |||||||||||||||
Percentage of volume weighted average price | 95% | ||||||||||||||||
Conversion ratio | 1 | ||||||||||||||||
Series A Notes | Convertible Notes Payable | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 50,000,000 | ||||||||||||||||
Number of shares issued in debt conversion (in shares) | shares | 21,785,618 | ||||||||||||||||
Series A Notes | Convertible Notes Payable | Make-whole interest converted | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Converted instrument, amount | $ 2,500,000 | ||||||||||||||||
First Purchase Agreement - Subsequent Placement | Convertible Notes Payable | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||
8.25% Convertible Notes | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Converted instrument, amount | 5,917,000 | 0 | |||||||||||||||
8.25% Convertible Notes | Convertible Notes Payable | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 100,000,000 | $ 14,008,000 | $ 21,558,000 | $ 14,008,000 | |||||||||||||
Interest rate, stated percentage | 8.25% | 8.25% | 8.25% | 8.25% | |||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.90 | ||||||||||||||||
Threshold trading days | day | 20 | ||||||||||||||||
Threshold consecutive trading days | day | 30 | ||||||||||||||||
Threshold of stock price trigger (in percent) | 175% | ||||||||||||||||
Number of shares issued in debt conversion (in shares) | shares | 175,000,000 | 8,388,887 | 170,491,093 | ||||||||||||||
Coupon make-whole premium | 0.50% | ||||||||||||||||
Waived cure period | 30 days | ||||||||||||||||
Waived not cure period | 60 days | ||||||||||||||||
Payment default trigger | $ 30,000,000 | ||||||||||||||||
Payment default cure period | 30 days | ||||||||||||||||
Judgements default trigger | $ 30,000,000 | ||||||||||||||||
Judgement default cure period | 60 days | ||||||||||||||||
Noteholder default notice ownership percent | 25% | ||||||||||||||||
Default special interest period | 180 days | ||||||||||||||||
Proceeds from debt, net of issuance costs paid and accrued | $ 122,100,000 | ||||||||||||||||
Embedded conversion features derivative liability | 47,300,000 | ||||||||||||||||
Unamortized issuance costs | $ 5,600,000 | $ 455,000 | $ 690,000 | $ 455,000 | |||||||||||||
Converted instrument, amount | 5,200,000 | ||||||||||||||||
Loss on debt extinguishment | 800,000 | ||||||||||||||||
Conversion ratio | 1.11111 | ||||||||||||||||
Debt conversion, original debt, amount | 7,600,000 | $ 153,400,000 | |||||||||||||||
Induced Conversion of Convertible Debt Expense | 1,700,000 | ||||||||||||||||
8.25% Convertible Notes | Convertible Notes Payable | Subsequent Event | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate, stated percentage | 8.25% | ||||||||||||||||
Number of shares issued in debt conversion (in shares) | shares | 13,333,333 | ||||||||||||||||
Converted instrument, amount | $ 12,000,000 | ||||||||||||||||
8.25% Convertible Notes | Convertible Notes Payable | Interest Period 1-90 Days | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Default interest rate increase | 0.25% | ||||||||||||||||
8.25% Convertible Notes | Convertible Notes Payable | Interest Period 91-180 Days | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Default interest rate increase | 0.50% | ||||||||||||||||
8.25% Convertible Notes | Convertible Notes Payable | Make-whole interest converted | Subsequent Event | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Converted instrument, amount | $ 2,800,000 | ||||||||||||||||
Coolidge Sale Agreement | Financing obligations | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 49,400,000 | ||||||||||||||||
Unamortized issuance costs | $ 1,000,000 | ||||||||||||||||
Interest expense | 1,300,000 | ||||||||||||||||
Promissory notes | Notes Payable, Other Payables | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 50,000,000 | ||||||||||||||||
Interest rate, stated percentage | 4.26% | ||||||||||||||||
Debt instrument, term | 60 months | ||||||||||||||||
Interest expense | $ 500,000 | ||||||||||||||||
Second Collateralized Note | Notes Payable, Other Payables | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 4,000,000 | ||||||||||||||||
Interest rate, stated percentage | 7% | ||||||||||||||||
Debt instrument, term | 60 months | ||||||||||||||||
Insurance premium financing | Notes Payable, Other Payables | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 6,600,000 | $ 6,600,000 | |||||||||||||||
Interest rate, stated percentage | 2.95% | 2.95% | |||||||||||||||
Additional Insurance Premium Financing Agreement | Notes Payable, Other Payables | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 1,200,000 | $ 3,900,000 | |||||||||||||||
Interest rate, stated percentage | 6.64% | 6.64% |
DEBT AND FINANCE LEASE LIABIL_6
DEBT AND FINANCE LEASE LIABILITIES - Interest Rates and Payment Dates of Convertible Notes (Details) - Convertible Notes Payable | Jun. 30, 2023 | Apr. 11, 2023 | Jun. 30, 2022 |
June 2022 Toggle Convertible Notes | |||
Debt Instrument [Line Items] | |||
PIK interest rate (per annum) | 11% | ||
Cash interest rate (per annum) | 8% | 8% | |
June 2023 Toggle Convertible Notes | |||
Debt Instrument [Line Items] | |||
PIK interest rate (per annum) | 8% | ||
Cash interest rate (per annum) | 8% |
DEBT AND FINANCE LEASE LIABIL_7
DEBT AND FINANCE LEASE LIABILITIES - Net Carrying Amounts of Debt (Details) - Convertible Notes Payable - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 12, 2023 | Jun. 30, 2023 | Apr. 11, 2023 | Jun. 30, 2022 |
June 2022 Toggle Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 123,478 | $ 123,478 | $ 100,000 | $ 200,000 | ||
Accrued PIK interest | 4,565 | 1,170 | ||||
Unamortized discount | (2,102) | (2,306) | ||||
Unamortized issuance costs | (6,605) | (7,245) | ||||
Net carrying amount | 119,336 | 115,097 | ||||
June 2023 Toggle Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | 11,460 | 11,460 | $ 11,000 | |||
Accrued PIK interest | 229 | 0 | ||||
Unamortized discount | (2,285) | (2,496) | ||||
Unamortized issuance costs | 0 | 0 | ||||
Net carrying amount | 9,404 | 8,964 | ||||
8.25% Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | 14,008 | 21,558 | $ 100,000 | |||
Unamortized discount | (3,782) | (5,821) | ||||
Unamortized issuance costs | (455) | (690) | $ (5,600) | |||
Net carrying amount | $ 9,771 | $ 15,047 |
DEBT AND FINANCE LEASE LIABIL_8
DEBT AND FINANCE LEASE LIABILITIES - Interest Expense (Details) - Convertible Notes Payable - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
June 2022 Toggle Convertible Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 3,396 | $ 5,801 |
Amortization of debt discount and issuance costs | 844 | 932 |
Total interest expense | 4,240 | $ 6,733 |
June 2023 Toggle Convertible Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 229 | |
Amortization of debt discount and issuance costs | 211 | |
Total interest expense | $ 440 |
DEBT AND FINANCE LEASE LIABIL_9
DEBT AND FINANCE LEASE LIABILITIES - Reference Price And Floor Price Applicable to Issuance of Senior Convertible Notes (Details) - Convertible Notes Payable | Mar. 31, 2024 $ / shares |
Series A Notes | |
Debt Instrument [Line Items] | |
Reference Price (in dollars per share) | $ 5.975 |
Floor Price (in dollars per share) | 0.478 |
Series B-1 Notes | |
Debt Instrument [Line Items] | |
Reference Price (in dollars per share) | 4.050 |
Floor Price (in dollars per share) | $ 0.478 |
DEBT AND FINANCE LEASE LIABI_10
DEBT AND FINANCE LEASE LIABILITIES - Debt Conversion (Details) - Convertible Notes Payable $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Series A Notes | |
Debt Instrument [Line Items] | |
Shares of common stock issued for conversions (in shares) | shares | 21,785,618 |
Average conversion price (in dollars per share) | $ / shares | $ 2.41 |
Series A Notes | Principal balance converted | |
Debt Instrument [Line Items] | |
Conversion of Senior Convertible Notes into common stock | $ 50,000 |
Series A Notes | Make-whole interest converted | |
Debt Instrument [Line Items] | |
Conversion of Senior Convertible Notes into common stock | $ 2,500 |
Series B-1 Notes | |
Debt Instrument [Line Items] | |
Shares of common stock issued for conversions (in shares) | shares | 10,572,688 |
Average conversion price (in dollars per share) | $ / shares | $ 1.42 |
Series B-1 Notes | Principal balance converted | |
Debt Instrument [Line Items] | |
Conversion of Senior Convertible Notes into common stock | $ 14,286 |
Series B-1 Notes | Make-whole interest converted | |
Debt Instrument [Line Items] | |
Conversion of Senior Convertible Notes into common stock | $ 714 |
DEBT AND FINANCE LEASE LIABI_11
DEBT AND FINANCE LEASE LIABILITIES - Letters of Credit Narrative (Details) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 |
Letter of Credit | FFI Purchase Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 3,000,000 | |||
Line of credit | 0 | |||
Letter of Credit | Customs Bond | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 1,200,000 | |||
Line of credit | 0 | |||
Standby Letters of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 12,500,000 | $ 25,000,000 | ||
Reduced amount of letter of credit | $ 13,100,000 | $ 15,000,000 |
CAPITAL STRUCTURE (Details)
CAPITAL STRUCTURE (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |||||
Sep. 24, 2021 USD ($) day | Jun. 11, 2021 USD ($) day | Aug. 31, 2023 USD ($) | Aug. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2024 $ / shares shares | Dec. 31, 2023 shares | |
Class of Warrant or Right [Line Items] | |||||||
Common stock and preferred stock, shares authorized (in shares) | shares | 1,750,000,000 | ||||||
Common stock, shares authorized (in shares) | shares | 1,600,000,000 | 1,600,000,000 | |||||
Preferred stock, shares authorized (in shares) | shares | 150,000,000 | 150,000,000 | |||||
Number of shares called by each warrant (in shares) | shares | 1 | ||||||
Warrant exercise price per share (in dollars per share) | $ / shares | $ 11.50 | ||||||
Purchase period | 36 months | ||||||
Registration Rights Agreement | |||||||
Class of Warrant or Right [Line Items] | |||||||
Maximum authorized amount | $ | $ 300 | ||||||
Percentage of volume weighted average price | 97% | ||||||
Consecutive trading days | day | 3 | ||||||
Number of shares issued in transaction (in shares) | shares | 3,420,990 | ||||||
Consideration received on transaction | $ | $ 8.4 | ||||||
Second Purchase Agreement | |||||||
Class of Warrant or Right [Line Items] | |||||||
Purchase period | 36 months | ||||||
Percentage of volume weighted average price | 97% | ||||||
Consecutive trading days | day | 3 | ||||||
Number of shares issued in transaction (in shares) | shares | 25,501,486 | ||||||
Consideration received on transaction | $ | $ 300 | $ 56.3 | |||||
Equity Distribution Agreement | |||||||
Class of Warrant or Right [Line Items] | |||||||
Maximum authorized amount | $ | $ 600 | $ 400 | |||||
Number of shares issued in transaction (in shares) | shares | 17,020,258 | ||||||
Consideration received on transaction | $ | $ 31.6 | ||||||
Sale of stock, purchase agreement, increase in authorized amount | $ | $ 200 | ||||||
Fixed commission rate of gross offering proceeds of shares sold | 2.50% | ||||||
Proceeds from public offering, net of underwriter's discount | $ | 32.4 | ||||||
Payments for commissions | $ | $ 0.8 | ||||||
Equity Distribution Agreement | Arithmetic Average | |||||||
Class of Warrant or Right [Line Items] | |||||||
Average price (in dollars per share) | $ / shares | $ 1.90 | ||||||
Private Warrant | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 841,183 | 841,183 | |||||
Warrant exercise price per share (in dollars per share) | $ / shares | $ 96.96 |
STOCK BASED COMPENSATION EXPE_3
STOCK BASED COMPENSATION EXPENSE - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 shares | |
Performance-Based RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grants in period (in shares) | 600,000 |
2017 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period | 10 years |
Minimum | Performance-Based RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting percentage | 0% |
Minimum | 2017 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise period | 1 year |
Maximum | Performance-Based RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting percentage | 200% |
Maximum | 2017 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise period | 4 years |
STOCK BASED COMPENSATION EXPE_4
STOCK BASED COMPENSATION EXPENSE - Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Options | ||
Outstanding at beginning of period (in shares) | 15,041,373 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Cancelled (in shares) | (8,493) | |
Options at end of period (in shares) | 15,032,880 | 15,041,373 |
Vested and exercisable as of period end (in shares) | 15,032,880 | |
Weighted Average Exercise Price Per share | ||
Outstanding at beginning of period (in dollars per share) | $ 1.37 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Cancelled (in dollars per share) | 3.28 | |
Outstanding at end of period (in dollars per share) | $ 1.37 | |
Vested and exercisable at period end (in dollars per share) | $ 1.37 | |
Weighted Average Remaining Contractual Term (Years) | ||
Outstanding | 3 years 4 months 17 days | 3 years 7 months 20 days |
Vested and exercisable as of period end | 3 years 4 months 17 days |
STOCK BASED COMPENSATION EXPE_5
STOCK BASED COMPENSATION EXPENSE - Schedule of RSUs (Details) | 3 Months Ended |
Mar. 31, 2024 shares | |
RSUs | |
Number of RSUs | |
Non-vested RSUs at beginning of period (in shares) | 25,541,121 |
Granted (in shares) | 920,220 |
Released (in shares) | (4,371,075) |
Cancelled (in shares) | (1,815,195) |
Non-vested RSUs at end of period (in shares) | 20,275,071 |
Market based RSUs | |
Number of RSUs | |
Non-vested RSUs at beginning of period (in shares) | 3,000,000 |
Granted (in shares) | 600,000 |
Released (in shares) | 0 |
Cancelled (in shares) | 0 |
Non-vested RSUs at end of period (in shares) | 3,600,000 |
STOCK BASED COMPENSATION EXPE_6
STOCK BASED COMPENSATION EXPENSE - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 8,786 | $ 24,548 |
Cost of revenues | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 328 | 731 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 2,859 | 9,041 |
Selling, general, and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 5,599 | 14,715 |
Discontinued operations | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 0 | $ 61 |
STOCK BASED COMPENSATION EXPE_7
STOCK BASED COMPENSATION EXPENSE - Unrecognized Compensation Expense (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Unrecognized Compensation Expense | |
Total unrecognized compensation expense at March 31, 2024 | $ 37,886 |
Market based RSUs | |
Unrecognized Compensation Expense | |
Market Based RSUs and RSUs | 6,864 |
RSUs | |
Unrecognized Compensation Expense | |
Market Based RSUs and RSUs | $ 31,022 |
DISCONTINUED OPERATIONS - Compo
DISCONTINUED OPERATIONS - Components of Loss From Discontinued Operations Presented in the Consolidated Statements of Operations (Details) - Discontinued Operations, Disposed of by Means Other than Sale - Romeo Power, Inc $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Revenues | $ 440 |
Cost of revenues | 10,653 |
Gross loss | (10,213) |
Total operating expenses | 13,632 |
Loss from operations | (23,845) |
Interest expense, net | (30) |
Revaluation of warrant liability | 32 |
Loss from discontinued operations | (23,843) |
Research and development | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Total operating expenses | 2,620 |
Selling, general and administrative | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Total operating expenses | $ 11,012 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 12, 2023 plaintiff | Oct. 20, 2023 USD ($) | Dec. 21, 2021 USD ($) | Jan. 26, 2021 | Oct. 19, 2020 | Mar. 31, 2024 USD ($) | Mar. 31, 2023 | Dec. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | Sep. 23, 2020 derivative_action | |
Other Commitments [Line Items] | ||||||||||
Settlement liabilities | $ 87,063,000 | $ 91,330,000 | ||||||||
Number of derivative actions | derivative_action | 2 | |||||||||
Period of derivative action | 30 days | 30 days | ||||||||
Accrued expenses and other current liabilities | 220,151,000 | 207,022,000 | ||||||||
Other long-term liabilities | 20,974,000 | 21,534,000 | ||||||||
Inventory repurchase agreement term | 15 months | |||||||||
Maximum Inventory repurchase | 13,700,000 | |||||||||
Warranties issued in period - recall campaign | 65,000,000 | 65,800,000 | ||||||||
Incurred recall campaign cost | 9,700,000 | 3,000,000 | ||||||||
FCPM license | ||||||||||
Other Commitments [Line Items] | ||||||||||
Accrued expenses and other current liabilities | 18,900,000 | 13,800,000 | ||||||||
Other long-term liabilities | 0 | 5,500,000 | ||||||||
Regulatory and Governmental Investigations | ||||||||||
Other Commitments [Line Items] | ||||||||||
Civil penalty | $ 125,000,000 | |||||||||
Payments for legal settlements | 1,500,000 | $ 25,000,000 | ||||||||
Settlement liabilities | 82,500,000 | |||||||||
Regulatory and Governmental Investigations | Mr. Milton | ||||||||||
Other Commitments [Line Items] | ||||||||||
Litigation settlement, amount awarded from other party | $ 165,000,000 | |||||||||
Lion Electric Matter | ||||||||||
Other Commitments [Line Items] | ||||||||||
Settlement liabilities | $ 1,800,000 | $ 1,800,000 | ||||||||
Tenneson Action | ||||||||||
Other Commitments [Line Items] | ||||||||||
Loss Contingency, Number of Plaintiffs | plaintiff | 3 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss from continuing operations | $ (147,722) | $ (145,251) |
Net loss from discontinued operations | 0 | (23,843) |
Net loss | $ (147,722) | $ (169,094) |
Denominator: | ||
Weighted average shares outstanding, basic (in shares) | 1,335,877,351 | 549,689,436 |
Weighted average shares outstanding, diluted (in shares) | 1,335,877,351 | 549,689,436 |
Net loss per share, basic and diluted: | ||
Net loss from continuing operations, basic (in dollars per share) | $ (0.11) | $ (0.26) |
Net loss from continuing operations, diluted (in dollars per share) | (0.11) | (0.26) |
Net loss from discontinued operations, basic (in dollars per share) | 0 | (0.05) |
Net loss from discontinued operations, diluted (in dollars per share) | 0 | (0.05) |
Net loss, basic (in dollars per share) | (0.11) | (0.31) |
Net loss, diluted (in dollars per share) | $ (0.11) | $ (0.31) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 77,163,139 | 83,501,459 |
Convertible Debt | Toggle Convertible Notes (on an as-converted basis) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 21,849,561 | 24,123,014 |
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) | 0 | 9,292,913 |
Convertible Debt | 8.25% 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) | 15,564,444 | 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) | 841,183 | 1,137,850 |
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) | 15,032,880 | 22,301,935 |
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) | 23,875,071 | 26,645,747 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - 8.25% Convertible Notes - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 12, 2023 | Apr. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | |||||
Converted instrument, amount | $ 5,917,000 | $ 0 | |||
Convertible Notes Payable | |||||
Subsequent Event [Line Items] | |||||
Interest rate, stated percentage | 8.25% | 8.25% | 8.25% | ||
Number of shares issued in debt conversion (in shares) | 175,000,000 | 8,388,887 | 170,491,093 | ||
Converted instrument, amount | $ 5,200,000 | ||||
Subsequent Event | Convertible Notes Payable | |||||
Subsequent Event [Line Items] | |||||
Interest rate, stated percentage | 8.25% | ||||
Number of shares issued in debt conversion (in shares) | 13,333,333 | ||||
Converted instrument, amount | $ 12,000,000 | ||||
Subsequent Event | Convertible Notes Payable | Make-whole interest converted | |||||
Subsequent Event [Line Items] | |||||
Converted instrument, amount | $ 2,800,000 |