Cover
Cover | 6 Months Ended |
Jun. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
Entity Registrant Name | Nikola Corporation |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001731289 |
Amendment Flag | true |
Amendment Description | The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||
Cash and cash equivalents | $ 632,694 | $ 840,913 | $ 85,688 |
Restricted cash and cash equivalents | 0 | 4,365 | 0 |
Accounts receivable, net | 0 | 658 | |
Prepaid in-kind services | 18,548 | 46,271 | 0 |
Prepaid expenses and other current assets | 9,776 | 5,368 | 4,535 |
Total current assets | 663,285 | 896,917 | 90,881 |
Inventory | 2,267 | 0 | |
Restricted cash and cash equivalents | 0 | 4,000 | 4,144 |
Long-term deposits | 16,670 | 17,687 | 13,276 |
Property, plant and equipment, net | 166,367 | 71,401 | 53,378 |
Intangible assets, net | 50,000 | 50,050 | 62,513 |
Equity method investments | 63,639 | 8,420 | 0 |
Goodwill | 5,238 | 5,238 | 5,238 |
Total assets | 965,199 | 1,053,713 | 229,430 |
Current liabilities | |||
Accounts payable | 58,064 | 29,364 | 5,113 |
Accrued expenses and other current liabilities | 26,725 | 18,809 | 11,425 |
Term note, current | 0 | 4,100 | 0 |
Total current liabilities | 84,789 | 52,273 | 16,538 |
Term note | 0 | 4,100 | |
Finance lease liabilities | 13,491 | 13,956 | |
Warrant liability | 8,895 | 7,335 | |
Other long-term liabilities | 0 | 12,212 | |
Deferred tax liabilities, net | 10 | 8 | 1,072 |
Total liabilities | 107,185 | 73,572 | 33,922 |
Commitments and contingencies | |||
Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 0 | 0 | 0 |
Stockholders' equity | |||
Common stock, $0.0001 par value, 600,000,000 shares authorized, 397,077,561 and 391,041,347 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 40 | 39 | 27 |
Additional paid-in capital | 1,668,362 | 1,540,037 | 383,961 |
Accumulated other comprehensive income | 4 | 239 | 0 |
Accumulated deficit | (823,629) | (560,174) | (188,480) |
Total stockholders' equity | 844,777 | 980,141 | 195,508 |
Total liabilities and stockholders' equity | 965,199 | 1,053,713 | 229,430 |
Common stock issued for investment in affiliates including common stock subject to Put Right | $ 13,237 | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 03, 2020 | Jun. 02, 2020 | Dec. 31, 2019 |
Stockholders' equity | |||||||
Preferred stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | 0 | ||
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | |
Common stock, shares issued (in shares) | 397,077,561 | 391,041,347 | 384,083,110 | 360,910,639 | 270,826,092 | ||
Common stock, shares outstanding (in shares) | 397,077,561 | 391,041,347 | 384,083,110 | 360,910,639 | 360,904,478 | 151,831,441 | 270,826,092 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Solar revenues | $ 0 | $ 0 | $ 0 | $ 36 | $ 58 | $ 49 | $ 296 | $ 13 | $ 124 | $ 0 | $ 94 | $ 94 | $ 95 | $ 482 | $ 173 |
Cost of solar revenues | 0 | 0 | 0 | 30 | 43 | 44 | 141 | 24 | 62 | 0 | 73 | 73 | 72 | 271 | 50 |
Gross profit | 0 | 0 | 0 | 6 | 15 | 5 | 155 | (11) | 62 | 0 | 21 | 21 | 23 | 211 | 123 |
Operating expenses: | |||||||||||||||
Research and development | 67,726 | 67,521 | 51,496 | 42,525 | 24,077 | 22,781 | 9,482 | 11,854 | 23,397 | 122,889 | 66,602 | 118,098 | 185,619 | 67,514 | 58,374 |
Selling, general, and administrative | 70,672 | 64,903 | 65,782 | 44,104 | 7,935 | 5,154 | 3,693 | 5,344 | 6,501 | 136,099 | 52,039 | 117,821 | 182,724 | 20,692 | 12,238 |
Impairment expense | 14,415 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 14,415 | 0 | 0 | ||||
Total operating expenses | 138,398 | 146,839 | 117,278 | 86,629 | 32,012 | 27,935 | 13,175 | 17,198 | 29,898 | 258,988 | 118,641 | 235,919 | 382,758 | 88,206 | 70,612 |
Loss from operations | (138,398) | (146,839) | (117,278) | (86,623) | (31,997) | (27,930) | (13,020) | (17,209) | (29,836) | (258,988) | (118,620) | (235,898) | (382,735) | (87,995) | (70,489) |
Other income (expense): | |||||||||||||||
Interest income (expense), net | (92) | (53) | 171 | 22 | 62 | 374 | 411 | 338 | 333 | (101) | 84 | 255 | 202 | 1,456 | 686 |
Revaluation of warrant liabilities | (2,511) | (29,157) | (1,560) | (29,157) | 13,448 | ||||||||||
Loss on forward contract liability | 0 | 0 | 0 | 0 | (1,324) | 0 | 0 | 0 | 0 | 0 | (1,324) | (1,324) | (1,324) | 0 | 0 |
Other income (expense), net | (1,102) | (597) | (340) | (23) | 114 | 1,278 | 85 | 9 | 1 | (883) | 91 | (249) | (846) | 1,373 | 6 |
Loss before income taxes and equity in net loss of affiliates | (142,103) | (142,629) | (79,702) | (115,781) | (33,145) | (26,278) | (15,368) | (16,764) | (30,095) | (261,532) | (148,926) | (371,255) | (88,505) | (66,295) | |
Loss before income taxes and equity in net loss of affiliates | (142,103) | (142,629) | (79,702) | (115,781) | (33,145) | (26,278) | (15,368) | (16,764) | (30,095) | (261,532) | (148,926) | (371,255) | (88,505) | (66,295) | |
Income tax expense (benefit) | 2 | (1,030) | 2 | 1 | 1 | 1 | 146 | 2 | 2 | 3 | 2 | 4 | (1,026) | 151 | (2,002) |
Loss before equity in net loss of affiliates | (142,105) | (141,599) | (79,704) | (115,782) | (33,146) | (26,279) | (15,514) | (16,766) | (30,097) | (261,535) | (148,928) | (370,229) | (88,656) | (64,293) | |
Equity in net loss of affiliates | (1,126) | (637) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (1,920) | 0 | (637) | 0 | 0 | |
Net loss attributable to common stockholders | (143,231) | (142,236) | (79,704) | (115,782) | (33,146) | (26,279) | (15,514) | (16,766) | (30,097) | (263,455) | (148,928) | (228,632) | (370,866) | (88,656) | (64,293) |
Premium paid on repurchase of redeemable convertible preferred stock | 0 | 0 | 0 | (13,407) | 0 | (16,816) | 0 | 0 | 0 | 0 | (13,407) | (13,407) | (13,407) | (16,816) | (166) |
Net loss attributable to common stockholders | $ (143,231) | $ (142,236) | $ (79,704) | $ (129,189) | $ (33,146) | $ (43,095) | $ (15,514) | $ (16,766) | $ (30,097) | $ (263,455) | $ (162,335) | $ (242,039) | $ (384,273) | $ (105,472) | $ (64,459) |
Net loss per share attributable to common stockholders: | |||||||||||||||
Basic (in dollars per share) | $ (0.36) | $ (0.37) | $ (0.21) | $ (0.43) | $ (0.12) | $ (0.16) | $ (0.06) | $ (0.06) | $ (0.12) | $ (0.67) | $ (0.56) | $ (0.76) | $ (1.15) | $ (0.40) | $ (0.28) |
Diluted (in dollars per share) | $ (0.36) | $ (0.38) | $ (0.31) | $ (0.43) | $ (0.12) | $ (0.16) | $ (0.06) | $ (0.06) | $ (0.12) | $ (0.67) | $ (0.56) | $ (0.79) | $ (1.18) | $ (0.40) | $ (0.28) |
Weighted average shared used to compute net loss per share attributable to common stockholders: | |||||||||||||||
Basic (in shares) | 394,577,711 | 385,983,645 | 377,660,477 | 303,785,616 | 271,896,258 | 268,698,455 | 260,534,724 | 260,406,343 | 260,406,343 | 393,390,377 | 287,822,558 | 318,315,891 | 335,325,271 | 262,528,769 | 226,465,041 |
Diluted (in shares) | 394,577,711 | 386,323,048 | 378,286,678 | 303,785,616 | 271,896,258 | 268,698,455 | 260,534,724 | 260,406,343 | 260,406,343 | 393,390,377 | 287,822,558 | 318,976,447 | 335,831,033 | 262,528,769 | 226,465,041 |
Net loss attributable to common stockholders | $ (143,231) | $ (129,189) | $ (263,455) | $ (162,335) | $ (397,721) | $ (105,472) | $ (64,459) | ||||||||
Series A Redeemable Convertible Preferred Stock Warrants | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | $ 0 | $ 0 | 0 | $ 0 | $ 0 | $ (2,844) | $ 98 | $ (593) | 0 | (3,339) | 3,502 | ||||
VectoIQ Warrants | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | $ 4,860 | $ 37,745 | $ (29,157) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (29,157) | $ 8,588 | $ 13,448 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Statement) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||||||
Net loss attributable to common stockholders | $ (143,231) | $ (115,782) | $ (263,455) | $ (148,928) | $ (370,866) | $ (88,656) | $ (64,293) |
Other comprehensive income (loss): | |||||||
Foreign currency translation adjustment, net of tax | 78 | 0 | (235) | 0 | 239 | 0 | 0 |
Comprehensive loss | $ (143,153) | $ (115,782) | $ (263,690) | $ (148,928) | $ (370,627) | $ (88,656) | $ (64,293) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Series A Redeemable Convertible Preferred Stock | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Common StockSeries A Redeemable Convertible Preferred Stock | Additional Paid-in Capital | Additional Paid-in CapitalSeries A Redeemable Convertible Preferred Stock | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Cumulative Effect, Period of Adoption, Adjustment | As Previously Reported | As Previously ReportedCommon Stock | As Previously ReportedAdditional Paid-in Capital | As Previously ReportedAccumulated Deficit | Revision of Prior Period, Adjustment | Revision of Prior Period, AdjustmentCommon Stock | Revision of Prior Period, AdjustmentAdditional Paid-in Capital | Revision of Prior Period, AdjustmentAccumulated Deficit | |
Balance at beginning of period (in shares) at Dec. 31, 2017 | 52,189,169 | (52,189,169) | |||||||||||||||||||
Balance at beginning of period at Dec. 31, 2017 | $ 73,062 | $ (73,062) | |||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2018 | 0 | ||||||||||||||||||||
Balance at end of period at Dec. 31, 2018 | $ 0 | ||||||||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2017 | 213,588,410 | 60,166,667 | 153,421,743 | ||||||||||||||||||
Balance at beginning of period at Dec. 31, 2017 | 41,856 | $ 21 | $ 76,107 | $ (34,272) | $ 0 | $ (31,206) | $ 1 | $ 3,065 | $ (34,272) | $ 73,062 | $ 20 | $ 73,042 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs (in shares) | [1] | 47,801,632 | |||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs | [1] | 209,000 | $ 5 | 208,995 | |||||||||||||||||
Repurchase of Series B redeemable convertible preferred stock (in shares) | [1] | (983,699) | |||||||||||||||||||
Repurchase of Series B redeemable convertible preferred stock | [1] | $ (4,166) | (4,166) | ||||||||||||||||||
Exercise of stock options (in shares) | 0 | ||||||||||||||||||||
Stock-based compensation | $ 3,843 | 3,843 | |||||||||||||||||||
Net loss attributable to common stockholders | (64,293) | (64,293) | |||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2018 | 260,406,343 | ||||||||||||||||||||
Balance at end of period at Dec. 31, 2018 | $ 186,240 | $ 0 | $ 26 | 284,779 | $ 162 | (98,565) | $ (162) | 0 | |||||||||||||
Balance at end of period (in shares) at Dec. 31, 2019 | 0 | 82,297,742 | (82,297,742) | ||||||||||||||||||
Balance at end of period at Dec. 31, 2019 | $ 0 | $ 383,987 | $ (383,987) | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs (in shares) | [1] | 6,671,998 | |||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs | [1] | 60,305 | $ 1 | 60,304 | |||||||||||||||||
Repurchase of Series B redeemable convertible preferred stock (in shares) | [1] | (3,575,750) | |||||||||||||||||||
Repurchase of Series B redeemable convertible preferred stock | [1] | (31,356) | (30,259) | (1,097) | |||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution (in shares) | [1] | 5,953,515 | |||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in kind contribution | [1] | $ 58,000 | 58,000 | ||||||||||||||||||
Exercise of stock options (in shares) | 1,266 | 1,266 | |||||||||||||||||||
Exercise of stock options | $ 1 | 1 | |||||||||||||||||||
Stock-based compensation | 4,858 | 4,858 | |||||||||||||||||||
Common stock issued for warrants exercised (in shares) | [1] | 6,116,000 | 1,368,720 | 6,116,000 | |||||||||||||||||
Net loss attributable to common stockholders | (88,656) | (88,656) | |||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2019 | 270,826,092 | 60,167,334 | 210,658,758 | ||||||||||||||||||
Balance at end of period at Dec. 31, 2019 | 195,508 | (828) | $ 27 | 383,961 | (188,480) | (828) | 0 | $ (828) | $ (188,479) | $ 1 | 0 | (188,480) | $ 383,987 | $ 26 | 383,961 | $ 0 | |||||
Balance at end of period (in shares) at Mar. 31, 2020 | 84,095,913 | (84,095,913) | |||||||||||||||||||
Balance at end of period at Mar. 31, 2020 | $ 414,664 | $ (414,664) | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net loss attributable to common stockholders | (33,146) | ||||||||||||||||||||
Balance at end of period (in shares) at Mar. 31, 2020 | 274,245,640 | 60,167,980 | 214,077,660 | ||||||||||||||||||
Balance at end of period at Mar. 31, 2020 | $ 193,526 | $ 27 | 415,953 | (222,454) | $ (221,138) | $ 1 | 1,315 | (222,454) | $ 414,664 | $ 26 | 414,638 | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201602Member | ||||||||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 0 | 82,297,742 | (82,297,742) | ||||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ 0 | $ 383,987 | $ (383,987) | ||||||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2020 | 0 | ||||||||||||||||||||
Balance at end of period at Jun. 30, 2020 | $ 0 | ||||||||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 270,826,092 | 60,167,334 | 210,658,758 | ||||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | 195,508 | (828) | $ 27 | 383,961 | (188,480) | (828) | 0 | (828) | (188,479) | $ 1 | 0 | (188,480) | $ 383,987 | $ 26 | 383,961 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs (in shares) | 6,581,340 | ||||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs | 56,250 | $ 1 | 56,249 | ||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution (in shares) | 9,443,353 | ||||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in kind contribution | 91,999 | $ 1 | 91,998 | ||||||||||||||||||
Business Combination and PIPE financing (in shares) | 72,272,942 | ||||||||||||||||||||
Business Combination and PIPE financing (As Restated) | 594,522 | $ 7 | 594,515 | ||||||||||||||||||
Exercise of stock options (in shares) | 1,786,912 | ||||||||||||||||||||
Exercise of stock options | 1,884 | 1,884 | |||||||||||||||||||
Stock-based compensation | 39,540 | 39,540 | |||||||||||||||||||
Net loss attributable to common stockholders | (148,928) | (148,928) | (119,771) | ||||||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2020 | 360,910,639 | ||||||||||||||||||||
Balance at end of period at Jun. 30, 2020 | $ 829,947 | $ 36 | 1,168,147 | (338,236) | $ 880,804 | ||||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 0 | 82,297,742 | (82,297,742) | ||||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ 0 | $ 383,987 | $ (383,987) | ||||||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 270,826,092 | 60,167,334 | 210,658,758 | ||||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | 195,508 | (828) | $ 27 | 383,961 | (188,480) | (828) | 0 | (828) | (188,479) | $ 1 | 0 | (188,480) | $ 383,987 | $ 26 | 383,961 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net loss attributable to common stockholders | (228,632) | (237,220) | |||||||||||||||||||
Balance at end of period at Sep. 30, 2020 | $ 1,065,825 | $ 1,078,935 | |||||||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 0 | 82,297,742 | (82,297,742) | ||||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ 0 | $ 383,987 | $ (383,987) | ||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 0 | ||||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | $ 0 | ||||||||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 270,826,092 | 60,167,334 | 210,658,758 | ||||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | 195,508 | $ (828) | $ 27 | 383,961 | (188,480) | $ (828) | 0 | $ (828) | (188,479) | $ 1 | 0 | (188,480) | $ 383,987 | $ 26 | 383,961 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs (in shares) | [1] | 6,581,340 | |||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs | [1] | 56,250 | $ 1 | 56,249 | |||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution (in shares) | [1] | 9,443,353 | |||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in kind contribution | [1] | 91,999 | $ 1 | 91,998 | |||||||||||||||||
Business Combination and PIPE financing (in shares) | 72,272,942 | ||||||||||||||||||||
Business Combination and PIPE financing (As Restated) | $ 594,522 | $ 7 | 594,515 | ||||||||||||||||||
Exercise of stock options (in shares) | 8,716,423 | 8,716,423 | |||||||||||||||||||
Exercise of stock options | $ 9,863 | 9,863 | |||||||||||||||||||
Issuance of shares upon release of RSUs (in shares) | 194,306 | ||||||||||||||||||||
Stock-based compensation | 137,991 | 137,991 | |||||||||||||||||||
Common stock issued for warrants exercised (in shares) | 23,006,891 | ||||||||||||||||||||
Common stock issued for warrants exercised (As Restated) | 265,463 | $ 3 | 265,460 | ||||||||||||||||||
Net loss attributable to common stockholders | (370,866) | (370,866) | (384,314) | ||||||||||||||||||
Other comprehensive income | 239 | 239 | |||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 391,041,347 | ||||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | $ 980,141 | $ 39 | 1,540,037 | (560,174) | 239 | $ 987,476 | 1,560,820 | (573,622) | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201602Member | ||||||||||||||||||||
Balance at beginning of period (in shares) at Mar. 31, 2020 | 84,095,913 | (84,095,913) | |||||||||||||||||||
Balance at beginning of period at Mar. 31, 2020 | $ 414,664 | $ (414,664) | |||||||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2020 | 0 | ||||||||||||||||||||
Balance at end of period at Jun. 30, 2020 | $ 0 | ||||||||||||||||||||
Balance at beginning of period (in shares) at Mar. 31, 2020 | 274,245,640 | 60,167,980 | 214,077,660 | ||||||||||||||||||
Balance at beginning of period at Mar. 31, 2020 | 193,526 | $ 27 | 415,953 | (222,454) | (221,138) | $ 1 | 1,315 | (222,454) | $ 414,664 | $ 26 | $ 414,638 | $ 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs (in shares) | [2] | 5,215,933 | |||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs | [2] | 45,573 | $ 1 | 45,572 | |||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution (in shares) | [2] | 7,390,436 | |||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in kind contribution | [2] | 71,999 | $ 1 | 71,998 | |||||||||||||||||
Business Combination and PIPE financing (in shares) | 72,272,942 | ||||||||||||||||||||
Business Combination and PIPE financing (As Restated) | 594,522 | $ 7 | 594,515 | ||||||||||||||||||
Exercise of stock options (in shares) | 1,785,688 | ||||||||||||||||||||
Exercise of stock options | 1,882 | 1,882 | |||||||||||||||||||
Stock-based compensation | 38,227 | 38,227 | |||||||||||||||||||
Net loss attributable to common stockholders | (115,782) | (115,782) | (86,625) | ||||||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2020 | 360,910,639 | ||||||||||||||||||||
Balance at end of period at Jun. 30, 2020 | 829,947 | $ 36 | 1,168,147 | (338,236) | 880,804 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net loss attributable to common stockholders | (79,704) | (117,449) | |||||||||||||||||||
Balance at end of period at Sep. 30, 2020 | $ 1,065,825 | 1,078,935 | |||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 0 | ||||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | $ 0 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net loss attributable to common stockholders | (142,236) | (147,096) | |||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 391,041,347 | ||||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | 980,141 | $ 39 | 1,540,037 | (560,174) | 239 | $ 987,476 | $ 1,560,820 | $ (573,622) | |||||||||||||
Balance at end of period at Jun. 30, 2021 | $ 13,237 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Exercise of stock options (in shares) | 2,929,917 | 2,929,917 | |||||||||||||||||||
Exercise of stock options | $ 3,626 | $ 1 | 3,625 | ||||||||||||||||||
Issuance of shares upon release of RSUs (in shares) | 1,268,227 | ||||||||||||||||||||
Stock-based compensation | 102,936 | 102,936 | |||||||||||||||||||
Net loss attributable to common stockholders | (263,455) | (263,455) | |||||||||||||||||||
Other comprehensive income | (235) | (235) | |||||||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2021 | 397,077,561 | ||||||||||||||||||||
Balance at end of period at Jun. 30, 2021 | 844,777 | $ 40 | 1,668,362 | (823,629) | 4 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Common stock issued for commitment shares (in shares) | 155,703 | ||||||||||||||||||||
Common stock issued for commitment shares | 2,625 | 2,625 | |||||||||||||||||||
Common stock issued for investment in affiliates (in shares) | 1,682,367 | ||||||||||||||||||||
Common stock issued for investment in affiliates, net of common stock with embedded put right | 19,139 | 19,139 | |||||||||||||||||||
Balance at end of period at Jun. 30, 2021 | 13,237 | ||||||||||||||||||||
Balance at beginning of period (in shares) at Mar. 31, 2021 | 393,745,157 | ||||||||||||||||||||
Balance at beginning of period at Mar. 31, 2021 | 912,283 | $ 39 | 1,592,716 | (680,398) | (74) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Exercise of stock options (in shares) | 1,033,250 | ||||||||||||||||||||
Exercise of stock options | 1,213 | $ 1 | 1,212 | ||||||||||||||||||
Issuance of shares upon release of RSUs (in shares) | 461,084 | ||||||||||||||||||||
Stock-based compensation | 52,670 | 52,670 | |||||||||||||||||||
Net loss attributable to common stockholders | (143,231) | (143,231) | |||||||||||||||||||
Other comprehensive income | 78 | 78 | |||||||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2021 | 397,077,561 | ||||||||||||||||||||
Balance at end of period at Jun. 30, 2021 | 844,777 | $ 40 | 1,668,362 | $ (823,629) | $ 4 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Common stock issued for commitment shares (in shares) | 155,703 | ||||||||||||||||||||
Common stock issued for commitment shares | 2,625 | 2,625 | |||||||||||||||||||
Common stock issued for investment in affiliates (in shares) | 1,682,367 | ||||||||||||||||||||
Common stock issued for investment in affiliates, net of common stock with embedded put right | $ 19,139 | $ 19,139 | |||||||||||||||||||
[1] | (1) Issuance of redeemable convertible preferred stock and convertible preferred stock warrants have been retroactively restated to give effect to the recapitalization transaction. | ||||||||||||||||||||
[2] | Issuance of Series D redeemable convertible preferred stock has been retroactively restated to give effect to the recapitalization transaction. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||||
Net loss attributable to common stockholders | $ (263,455,000) | $ (148,928,000) | $ (370,866,000) | $ (88,656,000) | $ (64,293,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 3,710,000 | 2,926,000 | 6,008,000 | 2,323,000 | 625,000 |
Stock-based compensation | 102,936,000 | 39,540,000 | 137,991,000 | 4,858,000 | 3,843,000 |
Non-cash interest income | 0 | 0 | (298,000) | ||
Revaluation of Series A redeemable convertible preferred stock warrant liability | 1,560,000 | 29,157,000 | (13,448,000) | ||
Deferred income taxes | 2,000 | 2,000 | (1,063,000) | 151,000 | (2,002,000) |
Non-cash in-kind services | 27,723,000 | 17,241,000 | 45,729,000 | 8,000,000 | 0 |
Loss on forward contract liability | 0 | 1,324,000 | 1,324,000 | 0 | 0 |
Impairment expense | 14,415,000 | 0 | 0 | ||
Equity in net loss of affiliate | 1,920,000 | 0 | 637,000 | 0 | 0 |
Changes in operating assets and liabilities: | |||||
Accounts receivable, net | 346,000 | 658,000 | (763,000) | 47,000 | |
Prepaid expenses and other current assets | (4,024,000) | (779,000) | (1,586,000) | 157,000 | (2,588,000) |
Accounts payable, accrued expenses and other current liabilities | 9,535,000 | 9,064,000 | 29,668,000 | (9,366,000) | 15,121,000 |
Other long-term liabilities | 0 | (670,000) | (972,000) | ||
Inventory | (2,267,000) | 0 | |||
Long-term and customer deposits | (7,247,000) | 4,892,000 | |||
Issuance of common stock for commitment shares | 2,625,000 | 0 | |||
Loss on sale of equipment | 1,008,000 | 0 | |||
Net cash used in operating activities | (125,974,000) | (45,561,000) | (150,533,000) | (80,627,000) | (54,019,000) |
Cash flows from investing activities | |||||
Cash paid for acquisitions, net of cash acquired | 0 | 0 | (350,000) | ||
Issuance of related party note receivable | 0 | 0 | (2,500,000) | ||
Purchases and deposits of property, plant and equipment | (64,787,000) | (6,303,000) | (22,324,000) | (21,100,000) | (9,155,000) |
Investments in affiliate | (8,817,000) | 0 | 0 | ||
Cash paid towards build-to-suit lease | 0 | (18,202,000) | (3,405,000) | ||
Net cash used in investing activities | (89,587,000) | (6,303,000) | (31,141,000) | (39,302,000) | (15,410,000) |
Investments in affiliates | (25,000,000) | 0 | |||
Proceeds from sale of equipment | 200,000 | 0 | |||
Cash flows from financing activities | |||||
Proceeds from the exercise of stock warrants, net of issuance costs paid | 264,548,000 | 0 | 0 | ||
Proceeds from the exercise of stock options | 1,884,000 | 9,650,000 | 1,000 | 0 | |
Repurchase of Series B redeemable convertible preferred stock from related parties, net of issuance costs paid | 0 | (31,356,000) | (1,368,000) | ||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs paid | 50,349,000 | ||||
Business Combination and PIPE financing, net of issuance costs paid | 0 | 616,736,000 | 616,726,000 | 0 | 0 |
Proceeds from landlord on finance lease | 0 | 889,000 | 889,000 | 0 | 0 |
Payments on finance lease liability | (518,000) | (544,000) | (1,042,000) | ||
Payments on finance lease liability | 0 | 0 | |||
Proceeds from issuance of long-term debt | 0 | 4,134,000 | 4,134,000 | 0 | 4,100,000 |
Payment of note payable | (4,100,000) | (4,134,000) | (4,134,000) | 0 | 0 |
Net cash provided by (used in) financing activities | (1,023,000) | 669,314,000 | 941,120,000 | 35,805,000 | 211,732,000 |
Proceeds from issuance of Series D redeemable convertible preferred stock, net of issuance costs paid | 0 | 50,349,000 | |||
Proceeds from the exercise of stock options | 3,839,000 | 1,884,000 | |||
Payments for issuance costs | (244,000) | 0 | |||
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | (216,584,000) | 617,450,000 | 759,446,000 | (84,124,000) | 142,303,000 |
Cash and cash equivalents, including restricted cash and cash equivalents, beginning of period | 849,278,000 | 89,832,000 | 89,832,000 | 173,956,000 | 31,653,000 |
Cash and cash equivalents, including restricted cash and cash equivalents, end of period | 632,694,000 | 707,282,000 | 849,278,000 | 89,832,000 | 173,956,000 |
Supplementary cash flow disclosures: | |||||
Cash paid for interest | 372,000 | 490,000 | 884,000 | 96,000 | 96,000 |
Cash interest received | 384,000 | 479,000 | 703,000 | 1,437,000 | 484,000 |
Cash paid for income taxes, net of refunds | 0 | 2,000 | 0 | ||
Supplementary disclosures for noncash investing and financing activities: | |||||
Non-cash interest received related to related party notes | 0 | 0 | 298,000 | ||
Non-cash settlement of related party note receivable | 0 | 0 | 2,500,000 | ||
Purchases of property, plant and equipment included in liabilities | 33,389,000 | 1,371,000 | 6,751,000 | 1,094,000 | 1,781,000 |
Property acquired through build-to-suit lease | 0 | 3,243,000 | 9,287,000 | ||
Non-cash acquisition of license | 0 | 50,000,000 | 0 | ||
Non-cash prepaid in-kind services | 0 | 74,758,000 | 46,271,000 | 0 | 0 |
Accrued Business Combination and PIPE transaction costs | 0 | 295,000 | 285,000 | 0 | 0 |
Net liabilities assumed from VectoIQ | 0 | 21,919,000 | 21,919,000 | 0 | 0 |
Settlement of forward contract liability | 1,324,000 | 0 | 0 | ||
Common stock issued for commitment shares | 2,625,000 | 0 | 213,000 | 0 | 0 |
Accrued deferred issuance costs | 352,000 | 0 | |||
Leased assets obtained in exchange for new finance lease liabilities | 145,000 | 0 | |||
Common stock issued for investments in affiliates, including common stock with embedded put right | $ 32,376,000 | 0 | |||
VectoIQ Warrants | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Revaluation of Series A redeemable convertible preferred stock warrant liability | $ 29,157,000 | (13,448,000) | 0 | 0 | |
Series A Redeemable Convertible Preferred Stock Warrants | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Revaluation of Series A redeemable convertible preferred stock warrant liability | 0 | 3,339,000 | (3,502,000) | ||
Series A Redeemable Convertible Preferred Stock | |||||
Cash flows from financing activities | |||||
Proceeds from the exercise of stock warrants, net of issuance costs paid | 0 | 2,160,000 | 0 | ||
Series C Redeemable Convertible Preferred Stock | |||||
Cash flows from financing activities | |||||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs paid | 0 | 0 | 209,000,000 | ||
Supplementary disclosures for noncash investing and financing activities: | |||||
Stock Issuance Costs Incurred During Noncash Or Partial Noncash Transaction | 0 | 0 | 2,001,000 | ||
Series D Redeemable Convertible Preferred Stock | |||||
Cash flows from financing activities | |||||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs paid | 50,349,000 | 65,000,000 | 0 | ||
Supplementary disclosures for noncash investing and financing activities: | |||||
Stock Issuance Costs Incurred During Noncash Or Partial Noncash Transaction | $ 0 | $ 4,695,000 | $ 0 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | |||||
Payments of stock issuance costs | $ 5,571,000 | $ 8,403,000 | $ 8,403,000 | $ 4,700 | $ 7,000 |
RESTATEMENT OF CONSOLIDATED FIN
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS | RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS Nikola Corporation (‘‘Nikola’’ or the ‘‘Company’’) has restated its previously issued consolidated financial statements and related disclosures as of and for the fiscal year ended December 31, 2020 included in its Original Form 10-K (as defined below) filed with the Securities and Exchange Commission (the “SEC”) in order to correct errors resulting from the incorrect application of generally accepted accounting principles relating to previously issued private warrants. On April 12, 2021, the SEC Staff released a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs"), (the "SEC Staff Statement"). The SEC Staff Statement highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of SPACs. After considering the SEC Staff Statement, the Company re-evaluated its historical accounting for its warrants and concluded it must amend the accounting treatment of the private warrants issued in connection with the initial public offering of VectoIQ Acquisition Corp (“VectoIQ”) and recorded to the Company’s consolidated financial statements as a result of the Company’s merger with VectoIQ (the “Merger”) and the reverse recapitalization that occurred on June 3, 2020. The warrant agreement governing the Company's private warrants includes a provision that provides for potential changes to the settlement amounts dependent on the characteristics of the holder of the warrant. Upon review of the statement, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant with a fixed exercise price and fixed number of underlying shares. Based on management’s evaluation, the Company’s audit committee (the “Audit Committee”), in consultation with management concluded that the Company’s private warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the characteristics of the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. A summary of the accounting impact of these adjustments to the Company’s consolidated financial statements as of and for the related interim periods is provided in Note 17, Quarterly Financial Data (Unaudited) . In addition, amounts were restated in the following Notes as a result of the private warrants: Note 2, Significant Accounting Policies Note 3, Business Combinations Note 10, Capital Structure Note 13, Income Taxes Note 15, Net Loss Per Share The following tables reflect the impact of the restatement adjustments to the specific line items presented in the Company’s previously reported consolidated financial statements for the annual period. The amounts originally reported were derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Original Form 10-K”), filed with the SEC on February 25, 2021 (in thousands, except per share amounts): Consolidated Balance Sheet December 31, 2020 As Previously Reported Adjustments As Restated Liabilities and stockholders' equity Warrant liability — 7,335 7,335 Total liabilities 66,237 7,335 73,572 Additional paid-in capital 1,560,820 ( 20,783) 1,540,037 Accumulated deficit ( 573,622) 13,448 ( 560,174) Total stockholders' equity 987,476 ( 7,335) 980,141 Total liabilities and stockholders' equity 1,053,713 — 1,053,713 Consolidated Statement of Operations Year Ended December 31, 2020 As Previously Reported Adjustments As Restated Revaluation of warrant liability — 13,448 13,448 Loss before income taxes and equity in net loss of affiliate ( 384,703) 13,448 ( 371,255) Loss before equity in net loss of affiliate ( 383,677) 13,448 ( 370,229) Net loss ( 384,314) 13,448 ( 370,866) Net loss attributable to common stockholders ( 397,721) 13,448 ( 384,273) Net loss per share attributable to common stockholders: Basic ( 1.19) 0.04 ( 1.15) Diluted ( 1.19) 0.01 ( 1.18) Weighted average shares used to compute net loss per share attributable to common stockholders Basic 335,325,271 — 335,325,271 Diluted 335,325,271 505,762 335,831,033 Consolidated Statement of Comprehensive Loss Year Ended December 31, 2020 As Previously Reported Adjustments As Restated Net loss ( 384,314) 13,448 ( 370,866) Comprehensive loss ( 384,075) 13,448 ( 370,627) Consolidated Statement of Stockholders' Equity December 31, 2020 As Previously Reported Adjustments As Restated Additional paid-in capital 1,560,820 ( 20,783) 1,540,037 Accumulated deficit ( 573,622) 13,448 ( 560,174) Total stockholders' equity 987,476 ( 7,335) 980,141 Consolidated Statement of Cash Flows Year Ended December 31, 2020 As Previously Reported Adjustments As Restated Cash flows form operating activities Net loss ( 384,314) 13,448 ( 370,866) Adjustments to reconcile net loss to net cash used in operating activities: Revaluation of warrant liability — ( 13,448) ( 13,448) Net cash used in operating activities ( 150,533) — ( 150,533) |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | BASIS OF PRESENTATION (a) Overview Nikola Corporation (‘‘Nikola’’ or the ‘‘Company’’) is a designer and manufacturer of heavy-duty commercial battery-electric and hydrogen-electric vehicles and energy infrastructure solutions. On June 3, 2020 (the "Closing Date"), VectoIQ Acquisition Corp. ("VectoIQ"), consummated the previously announced merger pursuant to the Business Combination Agreement, dated March 2, 2020 (the "Business Combination Agreement"), by and among the VectoIQ, VCTIQ Merger Sub Corp., a wholly-owned subsidiary of VectoIQ incorporated in the State of Delaware ("Merger Sub"), and Nikola Corporation, a Delaware corporation ("Legacy Nikola"). Pursuant to the terms of the Business Combination Agreement, a business combination between the Company and Legacy Nikola was effected through the merger of Merger Sub with and into Legacy Nikola, with Legacy Nikola surviving as the surviving company and as a wholly-owned subsidiary of VectoIQ (the "Business Combination"). On the Closing Date, and in connection with the closing of the Business Combination, VectoIQ changed its name to Nikola Corporation. Legacy Nikola was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification ("ASC") 805. This determination was primarily based on Legacy Nikola's stockholders prior to the Business Combination having a majority of the voting interests in the combined company, Legacy Nikola's operations comprising the ongoing operations of the combined company, Legacy Nikola's board of directors comprising a majority of the board of directors of the combined company, and Legacy Nikola's senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Nikola issuing stock for the net assets of VectoIQ, accompanied by a recapitalization. The net assets of VectoIQ are stated at historical cost, with no goodwill or other intangible assets recorded. While VectoIQ was the legal acquirer in the Business Combination, because Legacy Nikola was deemed the accounting acquirer, the historical financial statements of Legacy Nikola became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy Nikola prior to the Business Combination; (ii) the combined results of the Company and Legacy Nikola following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Nikola at their historical cost; and (iv) the Company’s equity structure for all periods presented. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company's common stock, $0.0001 par value per share, issued to Legacy Nikola's stockholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Nikola redeemable convertible preferred stock and Legacy Nikola common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. Activity within the statement of stockholders' equity for the issuances and repurchases of Legacy Nikola's redeemable convertible preferred stock, were also retroactively converted to Legacy Nikola common stock. (b) Unaudited Consolidated Financial Statements The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2020. Certain prior period balances were conformed to the restated consolidated financial statements, as previously disclosed in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2020, due to the accounting for warrant liabilities. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. All dollar amounts are in thousands, unless otherwise noted. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. (c) Funding Risks and Going Concern As an early stage growth company, the Company's ability to access capital is critical. Until the Company can generate sufficient revenue to cover its operating expenses, working capital and capital expenditures, the Company will need to raise additional capital. Additional stock financing may not be available on favorable terms and could be dilutive to current stockholders. Debt financing, if available, may involve restrictive covenants and dilutive financing instruments. The Company’s ability to access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts needed, the Company could be required to delay, scale back, or abandon some or all of its development programs and other operations, which could materially harm the Company’s business, financial condition and results of operations. These financial statements have been prepared by management in accordance with GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that may result from the outcome of this uncertainty. As of the date of this Quarterly Report on Form 10-Q, the Company’s existing cash resources and existing borrowing availability are sufficient to support planned operations for the next 12 months. As a result, management believes that the Company's existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the financial statements. | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Nikola Corporation is a designer and manufacturer of battery electric and hydrogen-electric vehicles. On June 3, 2020 (the "Closing Date"), VectoIQ, consummated the previously announced merger pursuant to the Business Combination Agreement, dated March 2, 2020 (the "Business Combination Agreement"), by and among VectoIQ, VCTIQ Merger Sub Corp., a wholly-owned subsidiary of VectoIQ incorporated in the State of Delaware ("Merger Sub"), and Nikola Corporation, a Delaware corporation ("Legacy Nikola"). Pursuant to the terms of the Business Combination Agreement, a business combination between the Company and Legacy Nikola was effected through the merger of Merger Sub with and into Legacy Nikola, with Legacy Nikola surviving as the surviving company and as a wholly-owned subsidiary of VectoIQ (the "Business Combination"). On the Closing Date, and in connection with the closing of the Business Combination, VectoIQ changed its name to Nikola Corporation (the "Company" or "Nikola"). Legacy Nikola was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification ("ASC") 805. This determination was primarily based on Legacy Nikola's stockholders prior to the Business Combination having a majority of the voting interests in the combined company, Legacy Nikola's operations comprising the ongoing operations of the combined company, Legacy Nikola's board of directors comprising a majority of the board of directors of the combined company, and Legacy Nikola's senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Nikola issuing stock for the net assets of VectoIQ, accompanied by a recapitalization. The net assets of VectoIQ are stated at historical cost, with no goodwill or other intangible assets recorded. While VectoIQ was the legal acquirer in the Business Combination, because Legacy Nikola was deemed the accounting acquirer, the historical financial statements of Legacy Nikola became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy Nikola prior to the Business Combination; (ii) the combined results of the Company and Legacy Nikola following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Nikola at their historical cost; and (iv) the Company’s equity structure for all periods presented. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company's common stock, $0.0001 par value per share issued to Legacy Nikola's stockholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Nikola redeemable convertible preferred stock and Legacy Nikola common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. Activity within the statement of stockholders' equity for the issuances and repurchases of Legacy Nikola's redeemable convertible preferred stock, were also retroactively converted to Legacy Nikola common stock. (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and pursuant to the regulations of the SEC. Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. All dollar amounts are in thousands, unless otherwise noted. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise noted. (b) Funding Risks and Going Concern As an early stage growth company, Nikola's ability to access capital is critical. Management plans to raise additional capital through a combination of equity and debt financing, including lease securitization. Additional stock financing may not be available on favorable terms and could be dilutive to current stockholders. Debt financing, if available, may involve restrictive covenants and dilutive financing instruments. The Company's ability to access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts needed, the Company could be required to delay, scale back, or abandon some or all of its development programs and other operations, which could materially harm the Company's business, financial condition and results of operations. These financial statements have been prepared by management in accordance with GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that may result from the outcome of this uncertainty. As of the date of this report, the Company's existing cash resources and existing borrowing availability are sufficient to support planned operations for the next 12 months. As a result, management believes that the Company's existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
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 to be cash equivalents. Additionally, the Company considers investments in money market funds with a floating net asset value to be cash equivalents. As of June 30, 2021 and December 31, 2020, the Company had $632.7 million and $840.9 million of cash and cash equivalents, which included cash equivalents of $609.0 million and $827.1 million of highly liquid investments at June 30, 2021 and December 31, 2020, respectively. As of June 30, 2021 and December 31, 2020, the Company had zero and $4.1 million, respectively, in an escrow account related to the securitization of the term loan with JP Morgan Chase included in restricted cash and cash equivalents. The term loan was repaid by the Company during the first quarter of 2021. Additionally, as of June 30, 2021 and December 31, 2020, the Company had zero and $4.0 million, respectively, included in non-current restricted cash and cash equivalents for the required deposit to Pinal Land Holdings, LLC ("PLH"), which was deposited in escrow during the first quarter of 2021 pursuant to the terms of the land conveyance agreement. Further, as of June 30, 2021 and December 31, 2020, the Company had zero and $0.3 million, respectively, in refundable customer deposits included in current restricted cash and cash equivalents. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of June 30, 2021 December 31, 2020 June 30, 2020 December 31, 2019 Cash and cash equivalents $ 632,694 $ 840,913 $ 698,386 $ 85,688 Restricted cash and cash equivalents – current — 4,365 8,896 — Restricted cash and cash equivalents – non-current — 4,000 — 4,144 Cash, cash equivalents and restricted cash and cash equivalents $ 632,694 $ 849,278 $ 707,282 $ 89,832 (b) Fair Value of Financial Instruments The carrying value and fair value of the Company’s financial instruments are as follows: As of June 30, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 608,985 $ — $ — $ 608,985 Liabilities Warrant liability $ — $ — $ 8,895 $ 8,895 As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 827,118 $ — $ — $ 827,118 Restricted cash equivalents – money market 4,100 — — 4,100 Liabilities Warrant liability $ — $ — $ 7,335 $ 7,335 In September 2019, Legacy Nikola entered into an agreement that required Legacy Nikola to issue, and the investor to purchase, Series D redeemable convertible preferred stock at a fixed price in April 2020 (the “Forward Contract Liability”), which was accounted for as a liability. The Forward Contract Liability was remeasured to its fair value each reporting period resulting in the recognition of zero and $1.3 million loss in other income (expense) on the consolidated statements of operations for the three and six months ended June 30, 2020, respectively. The Forward Contract Liability was settled in April 2020 with the issuance of Series D redeemable convertible preferred stock. In determining the fair value of the Forward Contract Liability, estimates and assumptions impacting fair value included the estimated future value of the Company's Series D redeemable convertible preferred stock, discount rates and estimated time to liquidity. The following reflects the significant quantitative inputs used: As of April 10, 2020 Estimated future value of Series D redeemable convertible preferred stock $ 10.00 Discount rate — % Time to liquidity (years) 0 As a result of the Business Combination, the Company assumed a warrant liability (the "Warrant Liability") related to previously issued private warrants in connection with VectoIQ's initial public offering. The Warrant Liability was remeasured to its fair value at each reporting period and upon settlement. The change in fair value was recognized in revaluation of warrant liability on the consolidated statements of operations. The change in fair value of the Warrant Liability was as follows: Warrant Liability Estimated fair value at December 31, 2020 7,335 Change in fair value 1,560 Estimated fair value at June 30, 2021 8,895 The fair value of the warrants outstanding was estimated using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used: As of June 30, 2021 December 31, 2020 Stock price $ 18.06 $ 15.26 Exercise price $ 11.50 $ 11.50 Remaining term (in years) 3.93 4.42 Volatility 75 % 75 % Risk-free rate 0.65 % 0.30 % Expected dividend yield — % — % On June 22, 2021 (the "WVR Closing Date"), the Company entered into a Membership Interests Purchase Agreement (the “MIPA”) with Wabash Valley Resources LLC (“WVR”) and the sellers party thereto (collectively, the “Sellers”), pursuant to which, the Company purchased a 20% equity interest in WVR in exchange for cash and the Company’s common stock (see Note 5, Investments). Under the MIPA, each Seller has a right but not the obligation, in its sole discretion, to cause the Company to purchase a portion of such Seller’s Shares outside the specified blackout windows, at $14.86 per share of common stock (the "Put Right"). The first blackout window is from the WVR Closing Date until the later of 90 days after the WVR Closing Date or the effectiveness of a registration statement with the SEC for the common stock consideration. The second blackout window ends on the one-year anniversary of the WVR Closing Date. The Sellers have 10 business days to exercise their Put Rights after each blackout window and the purchase option expires after this time. In accordance with the MIPA the maximum common share repurchase is $10.0 million in aggregate. The Put Right is an embedded feature indexed to the Company's common stock pursuant to ASC 815-40 and accounted for in temporary equity, in accordance with ASC 480-10-S99-3A. The potential cash settlement from the common shares subject to the Put Right and the fair value of the embedded Put Right was recorded in temporary equity . The fair value of the Put Right, a level 3 measurement, was estimated using a Monte Carlo simulation model. The application of the Mont e Carlo simulation model requires the use of a number of inputs and significant assumptions including volatility. The fair value of the Put Right was $3.2 million as of the WVR Closing Date. The following reflects the inputs and assumptions used: As of June 22, 2021 Stock price $ 17.32 Strike Price $ 14.86 Volatility 95 % Risk-free rate 0.10 % (c) Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted There have been no recently issued accounting pronouncements or changes in accounting pronouncements not yet adopted that are applicable or material to the Company as of June 30, 2021. Recently adopted accounting pronouncements In December 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted the ASU on January 1, 2021 and it did not have a material impact on the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer's accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for convertible debt instruments wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share. The treasury method will no longer be available. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the year. The Company early adopted the ASU on January 1, 2021, and there was no impact to the Company's consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, Investments – Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815), which addresses accounting for the transition into and out of the equity method and provides clarification of the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted the ASU on January 1, 2021 and it did not have a material impact on the Company's consolidated financial statements. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (As Restated) (a) Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. (b) Comprehensive Loss Comprehensive loss includes all changes in equity during a period from non-owner sources. Other comprehensive income is comprised of currency translation adjustments relating to the Company's equity method investment whose functional currency is not the U.S. dollar. (c) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. The Company's most significant estimates and judgments involve valuation of the Company's stock-based compensation, including the fair value of common stock and market-based restricted stock units, the valuation of warrant liabilities, the valuation of the redeemable convertible preferred stock tranche liability, estimates related to the Company's lease assumptions, and contingent liabilities, including litigation reserves. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. (d) Segment Information Under ASC 280, Segment Reporting , operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker ("CODM"), in deciding how to allocate resources and in assessing performance. The Company has two components, the Truck business unit and Energy business unit. The Truck business unit is developing and commercializing hydrogen-electric and battery-electric semi-trucks that provide environmentally friendly, cost effective solutions to the trucking sector. The Energy business unit is developing and constructing a network of hydrogen fueling stations to meet hydrogen fuel demand for its customers. To date, the Company has not entered into production for the above-mentioned business units. Therefore, the Company's chief executive officer, who is also the CODM, makes decisions and manages the Company's operations as a single operating and reportable segment for purposes of allocating resources and evaluating financial performance. (e) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, and restricted cash and cash equivalents. The Company's cash is placed with high-credit-quality financial institutions and issuers, and at times exceeds federally insured limits. The Company limits its concentration of risk in cash equivalents by diversifying its investments among a variety of industries and issuers. The Company has not experienced any credit loss relating to its cash equivalents. (f) Concentration of Supplier Risk The Company is not currently in the production stage and generally utilizes suppliers for outside development and engineering support. The Company does not believe that there is any significant supplier concentration risk during the years ended December 31, 2020, 2019, or 2018. (g) JOBS Act Accounting Election Prior to December 31, 2020, the Company was an emerging growth company under the JOBS Act, and as a result was eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. The Company elected to take advantage of the extended transition period for adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies. However, as the Company satisfies the definition of a “large accelerated filer” under the definition of the Securities Exchange Act of 1934, as amended, it no longer qualifies as an emerging growth company as of December 31, 2020. Therefore the Company is no longer able to take advantage of the extended transition period for adopting new or revised accounting standards. (h) Cash, Cash Equivalents and Restricted Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. Additionally, the Company considers investments in money market funds with a floating net asset value to be cash equivalents. As of December 31, 2020 and 2019 the Company had $840.9 million and $85.7 million of cash and cash equivalents, which included cash equivalents of $827.1 million and $73.0 million highly liquid investments at December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, the Company had $4.1 million in an escrow account related to the securitization of the term loan with JP Morgan Chase included in restricted cash and cash equivalents. Additionally, as of December 31, 2020 and 2019, the Company had $4.0 million and zero, respectively, included in non-current restricted cash and cash equivalents for the required deposit to Pinal Land Holdings, LLC ("PLH") during construction of the manufacturing facility in Coolidge, Arizona. Further, as of December 31, 2020 and 2019, the Company had $0.3 million and zero, respectively, in refundable customer deposits included in current restricted cash and cash equivalents. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of December 31, 2020 2019 Cash and cash equivalents $ 840,913 $ 85,688 Restricted cash—current 4,365 — Restricted cash and cash equivalents—non-current 4,000 4,144 Cash, cash equivalents and restricted cash and cash equivalents $ 849,278 $ 89,832 (i) Fair Value of Financial Instruments (As restated) The carrying value of the Company's current assets and current liabilities approximate their fair value based on the short-term nature of those instruments. The following table summarizes the Company's financial instruments, measured on a recurring basis, as follows: As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents—money market $ 827,118 — — $ 827,118 Restricted cash equivalents—money market 4,100 — — 4,100 Liabilities Warrant liability $ — — 7,335 $ 7,335 As of December 31, 2019 Level 1 Level 2 Level 3 Total Assets Cash equivalents—money market $ 73,005 — — $ 73,005 Restricted cash equivalents—money market 4,144 — — 4,144 During 2020, 2019 and 2018, the Company recognized zero, a $3.3 million loss, and a $3.5 million gain, respectively, as a component of other income (expense) on the consolidated statements of operations for the remeasurement of the Series A redeemable convertible preferred stock warrant liability. As of December 31, 2019, all Series A redeemable convertible preferred stock warrants were exercised, upon which time the Company reclassified the warrant liability to additional paid-in capital on the consolidated balance sheet. The following table provides a reconciliation of the ending balances for the Series A redeemable convertible preferred stock warrant liability measured at fair value: Redeemable Convertible Preferred Stock Warrant Liability Estimated fair value at December 31, 2018 $ 617 Change in estimated fair value 3,339 Exercise of Series A redeemable convertible preferred stock warrants ( 3,956) Estimated fair value at December 31, 2019 $ — The following table represents the significant unobservable inputs used in determining the fair value of the redeemable convertible preferred stock warrant liability: For the Year Ended December 31, 2020 2019 2018 Risk-free interest rate N/A 1.48% - 2.41% 2.63% Expected term (in years) N/A 0 - 0.75 1 Expected dividend yield N/A — — Expected volatility N/A 70% 70% In September 2019, Legacy Nikola entered into an agreement that required Legacy Nikola to issue, and the investor to purchase, Series D redeemable convertible preferred stock at a fixed price in April 2020 (the “Forward Contract Liability”), which was accounted for as a liability. The liability was remeasured to its fair value each reporting period and at settlement, which occurred in April 2020 with the issuance of Series D redeemable convertible preferred stock. The change in fair value was recognized in other income (expense) on the consolidated statements of operations. The change in fair value of the Forward Contract Liability was as follows: Forward Contract Liability Estimated fair value at December 31, 2019 $ — Change in estimated fair value 1,324 Settlement of forward contract liability ( 1,324) Estimated fair value at December 31, 2020 $ — In determining the fair value of the Forward Contract Liability, estimates and assumptions impacting fair value included the estimated future value of the Company's Series D redeemable convertible preferred stock, discount rates and estimated time to liquidity. The following reflects the significant quantitative inputs used: As of April 10, 2020 December 31, 2019 Estimated future value of Series D redeemable convertible preferred stock $ 10.00 $ 9.74 Discount rate — % 1.56 % Time to liquidity (years) 0 0.3 As a result of the Business Combination, the Company assumed a warrant liability (the "Warrant Liability") related to previously issued private warrants in connection with VectoIQ's initial public offering. The Warrant Liability was remeasured to its fair value at each reporting period and upon settlement. The change in fair value was recognized in revaluation of warrant liability on the consolidated statements of operations. The change in fair value of the Warrant Liability was as follows: Warrant Liability Estimated fair value at December 31, 2019 $ — Warrant liability assumed from the Business Combination 21,698 Change in estimated fair value ( 13,448) Settlement of warrant liability ( 915) Estimated fair value at December 31, 2020 $ 7,335 The fair value of the private warrants was estimated using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. Significant judgment is required in determining the expected volatility of our common stock. Due to the limited history of trading of our common stock, we determined expected volatility based on a peer group of publicly traded companies. The following reflects the inputs and assumptions used: As of December 31, 2020 2019 Stock price $ 15.26 N/A Exercise price $ 11.50 N/A Remaining term (in years) 4.42 N/A Volatility 75 % N/A Risk-free interest rate 0.30 % N/A Expected dividend yield — % N/A (j) Investments Variable Interest Entities The Company may enter into investments in entities that are considered variable interest entities ("VIE") under ASC 810. A VIE is an entity that has either insufficient equity to permit the entity to finance its activities without additional subordinated financial support or equity investors who lack the characteristics of a controlling financial interest. If the Company is a primary beneficiary of a VIE, it is required to consolidate the entity. To determine if the Company is the primary beneficiary of a VIE, the Company evaluates whether it has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the Company. If the Company is not the primary beneficiary and an ownership interest is held in the entity, the interest is accounted for under the equity method of accounting. The Company continuously assesses whether it is the primary beneficiary of a VIE as changes to existing relationships or future transactions may result in changing conclusions. Equity Method Investments in which the Company can exercise significant influence, but do not control, are accounted for using the equity method and are presented on the consolidated balance sheets. The Company’s share of the net earnings or losses of the investee is presented within the consolidated statements of operations. The Company evaluates its equity method investments whenever events or changes in circumstance indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. Distributions received from equity method investees are presented in the consolidated statements of cash flows based on the cumulative earnings approach, whereby distributions received from equity method investments are classified as cash flows from operations to the extent of equity earnings and then as cash flows from investing activities thereafter. Refer to Note 7, Investments , for further discussion. (k) Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over each asset's estimated useful life. Property and Equipment Useful life Machinery and equipment 5 - 20 years Furniture and fixtures 7 years Leasehold improvements Shorter of useful life or lease term Software 3 years Building 12 years (l) Leases The Company determines if an arrangement is or contains a lease at inception. This determination depends on whether the arrangement conveys the right to control the use of an explicitly or implicitly identified asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed if the Company obtains the right to direct the use of and obtains substantially all of the economic benefits from using the underlying asset. The Company classifies leases with contractual terms greater than 12 months as either operating or finance. Lease liabilities are recognized based on the present value of lease payments, reduced by lease incentives, at the lease commencement date. The Company uses an incremental borrowing rate to determine the present value of lease payments as the rate implicit in the lease is generally not readily determinable. The Company's incremental borrowing rate is the rate of interest that it would have to pay to borrow an amount equal to the lease payments, on a collateralized basis and in a similar economic environment over a similar term. Lease assets are recognized based on the related lease liabilities, plus any prepaid lease payments and initial direct costs from executing the leasing arrangement. The lease term includes the base, non-cancelable lease term, and any options to extend or terminate the lease when it is reasonably certain, at commencement, that the Company will exercise such options. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful life of the assets or the lease term. The interest component of a finance lease is included in “Interest income, net” and recognized using the effective interest method over the lease term. Leases with terms of less than 12 months at commencement are expensed on a straight-line basis over the lease term in accordance with the short-term lease practical expedient under ASC 842. The Company has also elected the practical expedient under ASC 842 to not separate lease and non-lease components within a leasing arrangement. Non-lease components primarily include payments for maintenance and utilities. The Company has elected to apply both of these practical expedients to its current classes of underlying lease assets. Variable payments related to a lease are expensed as incurred. These costs often relate to payments for real estate taxes, insurance, common area maintenance, and other operating costs in addition to base rent. As of December 31, 2020, the Company's only leasing arrangement with a term greater than 12 months was for the Company's headquarters in Phoenix, Arizona. This leasing arrangement was previously classified as a built-to-suit arrangement, for which construction had been completed prior to the adoption of ASC 842, effective January 1, 2020. For purposes of applying ASC 842’s transition provisions, the Company elected to first assess lease classification for the arrangement at lease inception under previous lease accounting guidance (ASC 840), and then apply ASC 842’s transition provisions based on those assessments. The Company derecognized the assets and liabilities associated with the built-to-suit arrangement for transitional purposes and recognized a finance lease asset and finance lease liability pursuant to the classification designation determined in the ASC 840 reassessment. The finance lease asset is included in "Property and equipment, net" and the short and long-term portions of finance lease liabilities are included in "Accrued expenses and other current liabilities" and "Finance lease liabilities", respectively, in the consolidated balance sheets. See Note 5, Leases , for additional discussion. (m) Goodwill The Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company has determined that there is a single reporting unit for the purpose of the goodwill impairment test, which is performed annually. For purposes of assessing the impairment of goodwill, the Company performs a qualitative analysis on December 31, each year to determine if events or changes in circumstances indicate the fair value of the reporting unit is less than its carrying value. Factors considered which could trigger a further impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets, the Company's overall business strategy, and significant industry or macroeconomic trends. If the qualitative analysis indicates that the carrying value of the asset may not be recoverable based on the existence of one or more of the above indicators, recoverability is determined by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair-market value of the asset. There was no impairment of goodwill for the years ended December 31, 2020, 2019 and 2018. (n) Intangible Assets with Indefinite Useful Lives The Company's prior acquisitions have resulted in value assigned to in-process R&D related to the Company's Powersports business unit. In-process R&D has an indefinite useful life until completion or abandonment of the associated R&D efforts. If abandoned, the assets would be impaired. If the activities are completed, a determination is made regarding the useful lives of the assets and the methods of amortization. The Company is required to test its in-process R&D assets for impairment annually using the guidance for indefinite-lived intangible assets. The Company's impairment evaluation consists of first assessing qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the in-process R&D asset is impaired. Factors considered which could trigger a further impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets, the Company's overall business strategy, and significant industry or macroeconomic trends. If it is more likely than not that the asset is impaired, the Company determines the fair value of the in-process R&D asset and records an impairment charge if the carrying amount exceeds the fair value. During the fourth quarter of 2020, the Company ceased operations related to the Powersports business unit in order to focus on the Company's primary mission of commercial production of semi-trucks and construction of hydrogen fueling stations. All employees in the Powersports business unit were transferred to the Truck and Energy business units within the Company. As a result, the Company recorded impairment expense related to its in-process R&D during 2020. There was no impairment of indefinite-lived intangible assets for the years ended December 31, 2019 and 2018. See Note 6, Intangible Assets, Net , for further discussion. For intangible assets acquired in a non-monetary exchange, the estimated fair value of the shares transferred are used to establish their recorded values. External costs incurred to renew or extend the term of the identifiable intangible assets are capitalized and amortized over the estimated useful life. (o) Long-Lived Assets and Finite Lived Intangibles The Company has finite lived intangible assets consisting of licenses and tradenames. These assets are amortized on a straight-line basis over their estimated remaining economic lives. Trademarks are amortized over twelve years and included in research and development expense, or selling, general, and administrative expense within the consolidated statements of operations. Licenses are amortized over five The Company reviews its long-lived assets and finite lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The events and circumstances the Company monitors and considers include significant decreases in the market price of similar assets, significant adverse changes to the extent and manner in which the asset is used, an adverse change in legal factors or business climate, an accumulation of costs that exceed the estimated cost to acquire or develop a similar asset, and continuing losses that exceed forecasted costs. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flow it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair value of the asset. During the fourth quarter of 2020, the Company ceased use of its Powersports business unit and recorded an impairment charge for certain of its long-lived assets and finite lived intangibles related to the Powersports business unit for the year ended December 31, 2020. There was no impairment of long-lived assets for the years ended December 31, 2019 and 2018. See Note 4, Balance Sheet Components , and Note 6, Intangible Assets, Net , for further discussion. (p) Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company's lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of December 31, 2020 and 2019. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. (q) Stock-based Compensation The Company recognizes the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. The Company recognizes stock-based compensation cost and reverses previously recognized costs for unvested awards in the period forfeitures occur. The Company determines the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield. The fair value of restricted stock unit ("RSU") awards is determined using the closing price of the Company's common stock on the grant date. The fair value of market based RSU awards ("Market Based RSUs") is determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. (r) Redeemable Convertible Preferred Stock Warrant Liability The Company has issued freestanding warrants to purchase shares of its Series A redeemable convertible preferred stock that are classified outside of permanent equity. As such these warrants were recorded at fair value, and subject to remeasurement at each balance sheet date until the earlier of the exercise of the warrants or the completion of a liquidation event, including the completion of an initial public offering. Upon exercise, the redeemable convertible preferred stock warrant liability was reclassified to additional paid-in capital. (s) Warrant Liability (As Restated) The Company may issue common stock warrants with debt, equity or as a standalone financing instruments that are recorded as either liabilities or equity in accordance with the respective accounting guidance. Warrants recorded as equity are recorded at their relative fair value determined at the issuance date and remeasurement is not required. Warrants recorded as liabilities are recorded at their fair value, within warrant liability on the consolidated balance sheets, and remeasured on each reporting date with changes recorded in revaluation of warrant liability on the Company's consolidated statements of operations. (t) Revenue Recognition To date, the Company's revenues are derived from solar installation services, which are generally completed in less than one year. Solar installation projects are not part of the Company's primary operations and were concluded in 2020. The Company's customer contracts contain a single performance obligation, which is the solar installation service. The transaction price in the Company's customer contracts is fixed. Revenue for solar installation contracts is generally recognized over time as the services are rendered to the customer based on the extent of progress towards completion of the performance obligation. Under this method, progress of contracts is measured by actual costs incurred in relation to the Company's best estimate of total estimated costs, which are reviewed and updated routinely for contracts in progress. The cumulative effect of any change in estimate is recorded in the period when the change in estimate is determined. (u) Cost of Solar Revenues Cost of solar revenues includes materials, labor, and other direct costs related to solar installation projects. The Company recognizes cost of solar revenues in the period that revenues are recognized. Solar installation projects are not part of the Company's primary operations and were concluded in 2020. (v) Research and Development Expense Research and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company's products and services. Research and development costs are expensed as incurred. (w) Selling, General, and Administrative Expense Selling, general, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and advertising costs. Advertising expense is expensed as incurred and was $0.7 million, $2.5 million and $0.2 million for the years ended December 31, 2020, 2019, and 2018, respectively. (x) Other Income (Expense) Other income (expense) consist of grant income received from the government, foreign currency gains and losses, and unrealized gains and losses on investments. Grant income is recognized as income over the periods necessary to match the income on a systematic basis to the costs that it is intended to compensate. For the year ended December 31, 2020, the Company recognized $0.8 million of foreign currency losses. For the years ended December 31, 2019 and 2018, foreign currency gains and losses were immaterial. (y) Net Loss Per Share (As Restated) 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 the warrants. The treasury stock method is used to calculate the potential dilutive effect of these common stock equivalents. (z) Recent Accounting Pronouncements In December 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company's consolidated financial statements and does not expect it to have a material impact on the consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, Investments – Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815) , which addresses accounting for the transition into and out of the equity method and provides clarification of the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s consolidated financial statements and does not expect it to have a material impact on the consolidated financial statements. (aa) Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10, Codification Improvements to Topic 842, Leases , was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Until December 31, 2020, the Company was an emerging growth company as defined by the JOBS Act and previously disclosed that these amendments would become effective for interim and annual periods beginning January 1, 2021. However, this ASU instead became effective for the Company in this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, with an effective date of January 1, 2020, as it no longer qualifies as an emergin |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
BUSINESS COMBINATIONS | BUSINESS COMBINATION On June 3, 2020, the Company and VectoIQ consummated the merger contemplated by the Business Combination Agreement, with Legacy Nikola surviving the merger as a wholly-owned subsidiary of VectoIQ. Immediately prior to the closing of the Business Combination, all shares of outstanding redeemable convertible preferred stock of Legacy Nikola were automatically converted into shares of Legacy Nikola common stock. Upon the consummation of the Business Combination, each share of Legacy Nikola common stock issued and outstanding was canceled and converted into the right to receive 1.901 shares (the "Exchange Ratio") of the Company's common stock (the "Per Share Merger Consideration"). Upon the closing of the Business Combination, VectoIQ's certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 750,000,000 shares, of which 600,000,000 shares were designated common stock, $0.0001 par value per share, and of which 150,000,000 shares were designated preferred stock, $0.0001 par value per share. In connection with the execution of the Business Combination Agreement, VectoIQ entered into separate subscription agreements (each, a "Subscription Agreement") with a number of investors (each a "Subscriber"), pursuant to which the Subscribers agreed to purchase, and VectoIQ agreed to sell to the Subscribers, an aggregate of 52,500,000 shares of the Company's common stock (the "PIPE Shares"), for a purchase price of $10.00 per share and an aggregate purchase price of $525.0 million, in a private placement pursuant to the subscription agreements (the "PIPE"). The PIPE investment closed simultaneously with the consummation of the Business Combination. Prior to the closing of the Business Combination, Legacy Nikola repurchased 2,850,930 shares of Legacy Nikola's Series B redeemable convertible preferred stock at the price of $8.77 per share for an aggregate purchase price of $25.0 million pursuant to a Series B preferred stock repurchase agreement (the "Repurchase Agreement") with Nimbus Holdings LLC ("Nimbus"). The repurchase is retrospectively adjusted in the statement of stockholders' equity to reflect the Company’s equity structure for all periods presented. Immediately following the Business Combination, pursuant to a redemption agreement, Nikola redeemed 7,000,000 shares of common stock from M&M Residual, LLC ("M&M Residual") at a purchase price of $10.00 per share. See Note 6, Related Party Transactions , for further details on the transaction. The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, VectoIQ was treated as the "acquired" company for financial reporting purposes. See Note 1, Basis of Presentation , for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Nikola issuing stock for the net assets of VectoIQ, accompanied by a recapitalization. The net assets of VectoIQ are stated at historical cost, with no goodwill or other intangible assets recorded. Prior to the Business Combination, Legacy Nikola and VectoIQ filed separate standalone federal, state and local income tax returns. As a result of the Business Combination, structured as a reverse acquisition for tax purposes, Legacy Nikola, which was renamed Nikola Subsidiary Corporation in connection with the Business Combination (f/k/a Nikola Corporation), became the parent of the consolidated tax filing group, with Nikola Corporation (f/k/a VectoIQ Acquisition Corp.) as a subsidiary. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the six months ended June 30, 2020: Recapitalization Cash - VectoIQ's trust and cash (net of redemptions) $ 238,358 Cash - PIPE 525,000 Less: transaction costs and advisory fees paid ( 51,200) Less: VectoIQ loan payoff in conjunction with close ( 422) Less: M&M Residual redemption ( 70,000) Less: Nimbus repurchase ( 25,000) Net Business Combination and PIPE financing 616,736 Less: non-cash net liabilities assumed from VectoIQ ( 21,919) Less: accrued transaction costs and advisory fees ( 295) Net contributions from Business Combination and PIPE financing $ 594,522 The number of shares of common stock issued immediately following the consummation of the Business Combination: Number of Shares Common stock, outstanding prior to Business Combination 22,986,574 Less: redemption of VectoIQ shares ( 2,702) Common stock of VectoIQ 22,983,872 VectoIQ Founder Shares 6,640,000 Shares issued in PIPE 52,500,000 Less: M&M Residual redemption ( 7,000,000) Less: Nimbus repurchase ( 2,850,930) Business Combination and PIPE financing shares 72,272,942 Legacy Nikola shares (1) 288,631,536 Total shares of common stock immediately after Business Combination 360,904,478 (1) The number of Legacy Nikola shares was determined from the 151,831,441 shares of Legacy Nikola common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 1.901. All fractional shares were rounded down. | BUSINESS COMBINATIONS (As Restated) On June 3, 2020, the Company and VectoIQ consummated the merger contemplated by the Business Combination Agreement, with Legacy Nikola surviving the merger as a wholly-owned subsidiary of VectoIQ. Immediately prior to the closing of the Business Combination, all shares of outstanding redeemable convertible preferred stock of Legacy Nikola were automatically converted into shares of the Company's common stock. Upon the consummation of the Business Combination, each share of Legacy Nikola common stock issued and outstanding was canceled and converted into the right to receive 1.901 shares (the "Exchange Ratio") of the Company's common stock (the "Per Share Merger Consideration"). Upon the closing of the Business Combination, VectoIQ's certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 750,000,000 shares, of which 600,000,000 shares were designated common stock, $0.0001 par value per share, and of which 150,000,000 shares were designated preferred stock, $0.0001 par value per share. In connection with the execution of the Business Combination Agreement, VectoIQ entered into separate subscription agreements (each, a "Subscription Agreement") with a number of investors (each a "Subscriber"), pursuant to which the Subscribers agreed to purchase, and VectoIQ agreed to sell to the Subscribers, an aggregate of 52,500,000 shares of the Company's common stock (the "PIPE Shares"), for a purchase price of $10.00 per share and an aggregate purchase price of $525.0 million, in a private placement pursuant to the subscription agreements (the "PIPE"). The PIPE investment closed simultaneously with the consummation of the Business Combination. Prior to the closing of the Business Combination, Legacy Nikola repurchased 2,850,930 shares of Legacy Nikola's Series B redeemable convertible preferred stock at the price of $8.77 per share for an aggregate purchase price of $25.0 million pursuant to a Series B preferred stock repurchase agreement (the "Repurchase Agreement") with Nimbus Holdings LLC ("Nimbus"). The repurchase is retrospectively adjusted in the consolidated statements of stockholders' equity to reflect the Company’s equity structure for all periods presented. Immediately following the Business Combination, pursuant to a redemption agreement, Nikola redeemed 7,000,000 shares of common stock from M&M Residual, LLC at a purchase price of $10.00 per share. See No te 8, R elated Party Transactions , for further details on the transaction. The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, VectoIQ was treated as the "acquired" company for financial reporting purposes. See Note 1, Description of Business and Basis of Presentation, for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Nikola issuing stock for the net assets of VectoIQ, accompanied by a recapitalization. The net assets of VectoIQ are stated at historical cost, with no goodwill or other intangible assets recorded. Prior to the Business Combination, Legacy Nikola and VectoIQ filed separate standalone federal, state and local income tax returns. As a result of the Business Combination, structured as a reverse acquisition for tax purposes, Legacy Nikola, which was renamed Nikola Subsidiary Corporation in connection with the Business Combination (f/k/a Nikola Corporation), became the parent of the consolidated filing group, with Nikola Corporation (f/k/a VectoIQ Acquisition Corp.) as a subsidiary. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the period ended December 31, 2020: Recapitalization Cash - VectoIQ's trust and cash (net of redemptions) $ 238,358 Cash - PIPE 525,000 Less: transaction costs and advisory fees paid ( 51,210) Less: VectoIQ loan payoff in conjunction with close ( 422) Less: M&M Residual redemption ( 70,000) Less: Nimbus repurchase ( 25,000) Net Business Combination and PIPE financing 616,726 Less: non-cash net liabilities assumed from VectoIQ ( 21,919) Less: accrued transaction costs and advisory fees ( 285) Net contributions from Business Combination and PIPE financing $ 594,522 The number of shares of common stock issued immediately following the consummation of the Business Combination: Number of Shares Common stock, outstanding prior to Business Combination 22,986,574 Less: redemption of VectoIQ shares ( 2,702) Common stock of VectoIQ 22,983,872 VectoIQ Founder Shares 6,640,000 Shares issued in PIPE 52,500,000 Less: M&M Residual redemption ( 7,000,000) Less: Nimbus repurchase ( 2,850,930) Business Combination and PIPE financing shares 72,272,942 Legacy Nikola shares (1) 288,631,536 Total shares of common stock immediately after Business Combination 360,904,478 (1) The number of Legacy Nikola shares was determined from the 151,831,441 shares of Legacy Nikola common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 1.901. All fractional shares were rounded down. |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Inventory Inventory consists of the following: As of June 30, 2021 Raw materials $ 2,267 Work-in-process — Finished goods — Total inventory $ 2,267 Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Property, Plant and Equipment Property, plant and equipment consist of the following at June 30, 2021 and December 31, 2020: As of June 30, 2021 December 31, 2020 Machinery and equipment $ 16,441 $ 14,820 Furniture and fixtures 1,480 1,480 Leasehold improvements 2,838 1,488 Software 5,793 4,285 Finance lease assets 34,920 34,775 Construction-in-progress 114,841 21,218 Other 2,040 1,750 Property, plant and equipment, gross 178,353 79,816 Less: accumulated depreciation and amortization ( 11,986) ( 8,415) Total property, plant and equipment, net $ 166,367 $ 71,401 Construction-in-progress on the Company's consolidated balance sheets as of June 30, 2021 relates primarily to the construction of the Company's manufacturing plant in Coolidge, Arizona. The Company expects to place Phase 0.5 of the plant in service during the second half of 2021. Depreciation expense for the three months ended June 30, 2021 and 2020 was $1.9 million and $1.5 million, respectively. Depreciation expense for the six months ended June 30, 2021 and 2020 was $3.6 million and $2.9 million, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at June 30, 2021 and December 31, 2020: As of June 30, 2021 December 31, 2020 Accrued payroll and payroll related expenses $ 1,739 $ 1,105 Accrued deferred issuance costs 637 285 Accrued outsourced engineering services 7,656 2,514 Accrued purchases of property, plant and equipment 5,181 2,533 Accrued legal expenses 8,547 8,845 Other accrued liabilities 1,804 2,457 Current portion of finance lease liabilities 1,161 1,070 Total accrued expenses and other current liabilities $ 26,725 $ 18,809 | BALANCE SHEET COMPONENTS Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at December 31, 2020 and 2019, respectively: As of December 31, 2020 2019 Materials and supplies $ — $ 1,872 Prepaid expenses and other current assets 5,368 2,663 Total prepaid expenses and other current assets $ 5,368 $ 4,535 For the years ended December 31, 2020 and 2019, the Company expensed $1.9 million and zero, respectively, of materials and supplies previously reflected in other current assets to research and development. As of December 31, 2020 and 2019, prepaid expenses and other current assets included $0.5 million and zero, respectively, of capitalized cloud computing implementation costs related to the Company's enterprise resource planning software. Property and Equipment Property and equipment consist of the following at December 31, 2020 and 2019, respectively: As of December 31, 2020 2019 Machinery and equipment $ 14,820 $ 13,483 Furniture and fixtures 1,480 1,228 Leasehold improvements 1,488 1,437 Software 4,285 1,909 Building — 33,248 Finance lease asset 34,775 — Construction-in-progress 21,218 4,264 Other 1,750 1,309 Property and equipment, gross 79,816 56,878 Less: accumulated depreciation and amortization ( 8,415) ( 3,500) Total property and equipment, net $ 71,401 $ 53,378 Depreciation expense for the years ended December 31, 2020, 2019 and 2018 was $6.0 million, $2.3 million and $0.6 million, respectively. For the year ended December 31, 2020, the Company expensed $2.0 million of construction-in-progress and machinery and equipment, net of accumulated depreciation, to impairment expense on the consolidated statements of operations. These assets were related to the Powersports business unit whose operations ceased in the fourth quarter of 2020. The Company had no impairment expense for the years ended December 31, 2019 and 2018. Deposits on equipment are classified from long-term deposits to property and equipment upon receipt or transfer of title of the related equipment. During the year ended December 31, 2019, the Company was conveyed 430 acres of land in the City of Coolidge, Arizona at no cost. See N ote 14, Commitments and Contingencies , for additional information regarding the land conveyance. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at December 31, 2020 and 2019, respectively: As of December 31, 2020 2019 Accrued payroll and payroll related expenses $ 1,105 $ 1,385 Accrued stock issuance costs 285 4,695 Accrued outsourced engineering services 2,514 3,205 Accrued purchases of property and equipment 2,533 433 Accrued legal expenses 8,845 243 Other accrued expenses 2,457 804 Current portion of finance lease liability 1,070 — Current portion of BTS lease financing liability — 660 Total accrued expenses and other current liabilities $ 18,809 $ 11,425 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
LEASES | LEASES ASC 842 Disclosures In February 2018, the Company entered into a non-cancellable lease agreement and purchase option for a headquarters and R&D facility in Phoenix, Arizona. The lease commenced in September 2018, and continues for 11.75 years with the option to extend the lease for two additional five-year periods. During the first 36 months of the lease, the Company has the option to purchase the building for a price of between $23.7 million and $25.1 million depending on the time of the purchase from the lease commencement. The Company's lease does not contain significant restrictive provisions nor residual value guarantees. The following table summarizes the effects of finance lease costs in the Company's consolidated statements of operations for the year ended December 31, 2020: Consolidated Statements of Operations Caption Year Ended December 31, 2020 Selling, general and administrative 1,937 Research and development 1,375 Interest expense 782 Total finance lease cost 4,094 Variable lease costs were not included in the measurement of the finance lease liability and primarily include property taxes, property insurance and common area maintenance expenses. The following table summarizes variable lease costs in the Company's consolidated statements of operations for the year ended December 31, 2020: Consolidated Statements of Operations Caption Year Ended December 31, 2020 Selling, general and administrative 435 Research and development 309 Total variable lease costs 744 Supplemental balance sheet information related to the lease was as follows: Classification As of December 31, 2020 Assets Finance lease asset Property and equipment, net 31,463 Total lease assets 31,463 Liabilities Current Accrued expenses and other current liabilities 1,070 Non-current Finance lease liabilities 13,956 Total lease liabilities 15,026 As of December 31, 2020, the remaining lease term of the Company's finance lease was 9.5 years and the discount rate was 5.0%. For the year ended December 31, 2020, operating cash flows included $0.8 million in cash paid for amounts included in the measurement of lease liabilities. Maturities of the Company's finance lease liability was as follows: Years Ended December 31, Lease Payments 2021 $ 1,797 2022 1,851 2023 1,905 2024 1,959 2025 2,013 Thereafter 9,532 Total lease payments $ 19,057 Less: imputed interest 4,031 Total lease liabilities $ 15,026 Less: current portion 1,070 Long-term lease liabilities $ 13,956 The Company has elected to exclude leases with terms less than 12 months in the measurement of the lease liability on the consolidated balance sheets under the short-term lease exclusion. For the year ended December 31, 2020, the Company expensed an immaterial amount to research and development on the consolidated statements of operations for leases with terms less than 12 months. Disclosures related to periods prior to adoption of ASC 842: The future minimum lease payments over the term of the Company's lease as of December 31, 2019 was as follows: Years Ended December 31, Lease Payments 2020 $ 1,739 2021 1,792 2022 1,846 2023 1,900 2024 1,954 Thereafter 11,712 Total $ 20,943 In June 2018, the Company began construction on several significant building expansion and improvement projects in-order to meet the Company's requirements. Construction on the Company's headquarters was substantially completed in the third quarter of 2019 and the related asset was placed in service in September 2019. Because the Company was involved in certain aspects of the construction per the terms of the lease, the Company was deemed the owner of the building for accounting purposes during the construction period. Accordingly, as of December 31, 2019 the Company recorded a build-to-suit lease asset of $33.2 million in property and equipment, net, which included building costs paid by the Company of $20.8 million, with a $11.7 million financing liability recorded in other non-current liabilities and $0.7 million liability recorded in accrued expenses and other current liabilities on the consolidated balance sheets. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows: As of December 31, 2020 Gross Carrying Accumulated Net Carrying Licenses $ 50,150 $ ( 100) $ 50,050 Total intangible assets $ 50,150 $ ( 100) $ 50,050 As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount In-process R&D $ 12,110 $ — $ 12,110 Trademarks 394 ( 71) 323 Licenses 50,150 ( 70) 50,080 Total intangible assets $ 62,654 $ ( 141) $ 62,513 Amortization expense for the years ended December 31, 2020, 2019, and 2018 was immaterial. For the year ended December 31, 2020, the Company expensed $12.1 million of in-process R&D and $0.3 million of trademarks, net of accumulated amortization, previously included in intangible assets to impairment expense on the consolidated statements of operations. These assets were related to the Powersports business unit whose operations ceased in the fourth quarter of 2020. The Company had no impairment expense for the years ended December 31, 2019 and 2018. As part of the Series D financing, the Company was granted a non-exclusive and non-transferable license to intellectual property used in the Iveco S-WAY Platform and Product, which is the cab over engine truck manufactured by Iveco S.p.A ("Iveco"), a wholly-owned subsidiary of CNH Industrial N.V. ("CNHI"). The material rights under the license agreement include the non-exclusive use of the S-WAY key technology to manufacture, distribute and service BEV and FCEV trucks and related components in the United States, and the ability to grant the use of the key technology to the Company's North American sub-suppliers. The Company intends to utilize the license solely in North America for the development of BEV and FCEV trucks. The fair value of the license was determined to be $50.0 million. In exchange for the license, the Company issued 5,132,291 shares of Series D redeemable convertible preferred stock to CNHI and its affiliates. The Company will amortize the license using a straight-line method over a 7-year useful life, beginning at the start of commercial production, as it reflects the period over which the sales of BEV and FCEV trucks utilizing Iveco S-WAY platform are expected to contribute to the Company's cash flows. As of December 31, 2020, the Company has not started amortizing the license. Estimated amortization expense for all intangible assets subject to amortization in future years is expected to be: Years Ended December 31, Amortization 2021 $ 1,816 2022 7,163 2023 7,143 2024 7,143 2025 7,143 Thereafter 19,642 Total $ 50,050 |
INVESTMENTS
INVESTMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
INVESTMENTS | INVESTMENTS IN AFFILIATES Nikola Iveco Europe GmbH The Company and Iveco are parties to a series of agreements which established a joint venture in Europe, Nikola Iveco Europe GmbH. The operations of the joint venture are located in Ulm, Germany, and consist of manufacturing the battery-electric ("BEV") and fuel cell electric ("FCEV") Class 8 trucks for the European market, as well as for the North American market while the Company's greenfield manufacturing facility in Coolidge, Arizona, is being completed. The agreements provide for a 50/ 50 ownership of the joint venture and a 50/ 50 allocation of the joint venture's production volumes and profits between Nikola and Iveco. Both parties are entitled to appoint an equal number of members to the shareholders' committee of the joint venture. Pursuant to the terms of the agreements, the Company and Iveco each contributed intellectual property licenses to their respective technology. During 2020, the Company contributed $8.8 million for a 50% interest in the joint venture, in accordance with the amended contribution agreement. The intellectual property licenses contributed to the joint venture by Nikola are related to intellectual property related to Nikola-developed BEV and FCEV technology for use in the European market. Iveco contributed to the joint venture a license for the S-WAY technology for use in the European market. Nikola Iveco Europe GmbH is considered a variable interest entity ("VIE") due to insufficient equity to finance its activities without additional subordinated financial support. The Company is not considered the primary beneficiary as it does not have the power to direct the activities that most significantly impact the economic performance based on the terms of the agreements. Accordingly, the VIE is accounted for under the equity method. As of June 30, 2021 and December 31, 2020, the carrying amount of the Company's equity interest was $6.3 million and $8.4 million, respectively, and is included in investment in affiliates on the consolidated balance sheets. Equity in net loss of affiliates on the consolidated statements of operations for the three and six months ended June 30, 2021 and 2020, is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Equity in net loss of affiliates $ ( 1,126) $ — $ ( 1,920) $ — The Company does not guarantee debt for, or have other financial support obligations to the entity and its maximum exposure to loss in connection with its continuing involvement with the entity is limited to the carrying value of the investment. Wabash Valley Resources LLC On June 22, 2021, the Company entered into a MIPA with WVR and the Sellers, pursuant to which, the Company purchased a 20% equity interest in WVR in exchange for $25 million in cash and 1,682,367 shares of the Company’s common stock. WVR is developing a clean hydrogen project in West Terre Haute, Indiana, including a hydrogen production facility. The common stock consideration was calculated based on the 30-day average closing stock price of the Company, or $14.86 per share, and the Company issued 1,682,367 shares of its common stock. As of the WVR Closing Date, the fair value of the stock consideration and Put Right was $32.4 million, based upon the closing price of the Company's common stock as of the WVR Closing Date and the fair value of the embedded Put Right (see Note 2). The Company's interest in WVR is accounted for under the equity method and is included in investment in affiliates on the consolidated balance sheets. As of the WVR Closing Date, the fair value of the Company's investment in WVR was approximately $57.4 million, which consists of the Company's cash, common stock consideration, and the Put Right. The common stock consideration subject to the Put Right was classified as temporary equity on the consolidated balance sheets for $13.2 million which includes the fair value of the embedded Put Right of $3.2 million. Refer below for a reconciliation of the fair value of the Company's investment in WVR: Investment in WVR Common stock issued for investment in affiliates including common stock subject to Put Right $ 29,139 Cash consideration for investment in affiliates 25,000 Fair value of cash and common stock consideration for WVR 54,139 Fair value of embedded Put Right 3,237 Total investment in affiliates $ 57,376 The excess of the initial fair value of the Company's investment over the underlying equity in the carrying value of the net assets of WVR has not yet been allocated within the investment account. The Company expects to complete the allocation by the end of fiscal year 2021. | INVESTMENTS Unconsolidated VIE In April 2020, the Company and Iveco entered into a series of agreements which established a joint venture in Europe, Nikola Iveco Europe B.V. All assets and liabilities of Nikola Iveco Europe B.V. were transferred to Nikola Iveco Europe GmbH during the third quarter of 2020. The operations of the joint venture are located in Ulm, Germany, and consist of manufacturing the BEV and FCEV Class 8 trucks for the European market, as well as for the North American market while the Company's greenfield manufacturing facility in Coolidge, Arizona, is being completed. The agreements provide for a 50/ 50 ownership of the joint venture and a 50/ 50 allocation of the joint venture's production volumes and profits between Nikola and Iveco. Both parties are entitled to appoint an equal number of members to the shareholders' committee of the joint venture. Pursuant to the terms of the agreements, the Company and Iveco each contributed intellectual property licenses to their respective technology. During 2020, the Company contributed $8.8 million for a 50% interest in the joint venture, in accordance with the amended contribution agreement. The intellectual property licenses contributed to the joint venture by Nikola are related to intellectual property related to Nikola-developed BEV and FCEV technology for the use in the European market. Iveco contributed to the joint venture a license for the S-WAY technology for use in the European market. Nikola Iveco Europe GmbH is considered a VIE due to insufficient equity to finance its activities without additional subordinated financial support. The Company is not considered the primary beneficiary as it does not have the power to direct the activities that most significantly impact the economic performance based on the terms of the agreements. Accordingly, the VIE is accounted for under the equity method. As of December 31, 2020, the carrying amount of the Company's equity interest was $8.4 million and is included in investments in affiliate on the consolidated balance sheets. For the year ended December 31, 2020, the Company recognized $0.6 million loss from the joint venture and is included in equity in net loss of affiliate on the consolidated statements of operations. The Company does not guarantee debt for, or have other financial support obligations to the entity and its maximum exposure to loss in connection with its continuing involvement with the entity is limited to the carrying value of the investment. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Related Party Aircraft Charter Agreement The Company previously entered into an aircraft charter arrangement with its former Executive Chairman of the board of directors and Legacy Nikola's former Chief Executive Officer. During the three and six months ended June 30, 2020, the Company recognized expense of $0.1 million and $0.2 million, respectively, for the business use of the aircraft. The aircraft charter arrangement was terminated effective October 2020 and there are no such amounts to report subsequent to the termination date. Related Party Income During the three and six months ended June 30, 2020, the Company recorded an immaterial amount for the provision of solar installation services to the former Executive Chairman, which were billed on a time and materials basis. Solar installation services were terminated effective October 2020 and there are no such amounts to report subsequent to the termination date. Related Party Redemption of Common Stock Immediately following the Business Combination, pursuant to a redemption agreement, the Company redeemed 7,000,000 shares of common stock from M&M Residual at a purchase price of $10.00 per share, payable in immediately available funds. The number of shares to be redeemed and the redemption price were determined and agreed upon during negotiations between the various parties to the Business Combination, including the former Executive Chairman and representatives of VectoIQ, Legacy Nikola and the Subscribers. Former Related Party License and Service Agreements During the three and six months ended June 30, 2020, the Company issued 7,390,436 and 9,443,353 shares of Series D redeemable convertible preferred stock to Iveco S.p.A ("Iveco"), a former related party, in exchange for $72.0 million and $92.0 million of prepaid in-kind services, respectively. During the three months ended June 30, 2021 and 2020, $14.8 million and $10.5 million, respectively, of in-kind services were recognized in research and development on the consolidated statements of operations. During the six months ended June 30, 2021 and 2020, $27.7 million and $17.2 million, respectively, of in-kind services were recognized in research and development on the consolidated statements of operations. As of June 30, 2021 and December 31, 2020, $18.5 million and $46.3 million prepaid in-kind services, respectively, were reflected on the consolidated balance sheets. During the three and six months ended June 30, 2020 the Company issued 5,132,289 shares of Series D redeemable convertible preferred stock to Iveco, in exchange for $50.0 million in cash. As of June 3, 2020, Iveco was no longer considered a related party under ASC 850. Former Related Party Research and Development During the three and six months ended June 30, 2020, the Company recorded research and development expenses of $5.6 million and $6.5 million, respectively, from a former related party. As of June 3, 2020, the entity was no longer considered a related party and as a result there are no such amounts to report for the three and six months ended June 30, 2021. Former Related Party Stock Repurchase In March 2020, the Company entered into a letter agreement with Nimbus in which Nimbus agreed to terminate the Nimbus redemption letter agreement dated August 3, 2018. Concurrently, the Company entered into an agreement with Nimbus, whereby the Company agreed to repurchase 2,850,930 shares of Series B preferred stock from Nimbus at a share price of $8.77 for an aggregate repurchase price of $25.0 million. The parties agreed that the repurchase price constituted the price that Nimbus would otherwise be entitled to under the Nimbus redemption letter agreement. The number of shares to be repurchased was negotiated by the Company and Nimbus as a mechanism to compensate Nimbus for agreeing to relinquish its previous redemption rights granted in the Nimbus redemption letter agreement. The repurchase was contingent on completion of the Business Combination which occurred during the second quarter of 2020, and the Company repurchased the shares in conjunction with the closing of the Business Combination (see Note 3, Business Combination ). As of June 3, 2020, Nimbus was no longer considered a related party. | RELATED PARTY TRANSACTIONS Related Party Aircraft Charter Agreement In 2019, the Company entered into an aircraft charter arrangement with the Company’s former Executive Chairman of the board of directors of the Company and Legacy Nikola's former Chief Executive Officer to reimburse him for the flight hours incurred for Company use on his personal aircraft. These flight hours were related to business travel by the former Executive Chairman and other members of the executive team to business meetings and trade conferences, as well as the former Executive Chairman's commute between the Company’s headquarters in Phoenix, Arizona, and his residence in Utah. The Company recognized expenses of $1.6 million, $0.2 million and zero for the years ended December 31, 2020, 2019 and 2018, respectively, for the business use of the aircraft. As of December 31, 2020 and 2019 the Company had zero and $0.03 million, respectively, outstanding in accounts payable and accrued expenses to the former Executive Chairman for the business use of the aircraft. The aircraft charter arrangement was terminated effective October 2020. Related Party Income and Accounts Receivable During 2020, 2019 and 2018 the Company recorded immaterial amounts for the provision of solar installation services to the former Executive Chairman, which are billed on time and materials basis. As of December 31, 2020 and 2019, the Company had zero and $0.05 million, respectively, outstanding in accounts receivable related to solar installation services to the former Executive Chairman. Solar installation services were terminated effective October 2020. Related Party Stock Options In December 2018, the former Executive Chairman issued 6,005,139 performance-based stock options to recognize the performance and contribution of specific employees, including certain executive officers, pursuant to Legacy Nikola's Founder Stock Option Plan (the "Founder Stock Option Plan"). The underlying common stock of these option awards are owned by M&M Residual, a Nevada limited liability company that is wholly-owned by the former Executive Chairman and are considered to be issued by the Company for accounting purposes. These performance-based stock options vest based on the Company's achievement of a liquidation event, such as a private sale or an initial public offering on a U.S. stock exchange. An additional award of 180,153 shares was made under the plan in May 2020, to replace a forfeited grant. The performance conditions were met upon the closing of the Business Combination and the Company recognized stock-based compensation expense related to these option awards for $7.2 million in June 2020. As of December 31, 2020 the weighted average exercise price per share is $1.39, the weighted-average grant date fair value is $1.20 per share, and the weighted-average remaining contractual term is 6.42 years for these performance-based stock options. Related Party Stock Repurchase and Redemption of Common Stock In November 2018, the Company repurchased 983,699 shares of Series B redeemable convertible preferred stock from the former Executive Chairman at $4.23 per share for a total purchase price of $4.2 million. The repurchased redeemable convertible preferred stock was retired immediately thereafter. The payment of $4.2 million was net against the former Executive Chairman's $2.5 million promissory note with the Company. The former Executive Chairman also paid $0.3 million interest on the promissory note, therefore, the net payment to the former Executive Chairman was $1.4 million. Immediately following the Business Combination, pursuant to a redemption agreement, the Company redeemed 7,000,000 shares of common stock from M&M Residual at a purchase price of $10.00 per share, payable in immediately available funds. The number of shares to be redeemed and the redemption price were determined and agreed upon during negotiations between the various parties to the Business Combination, including the former Executive Chairman and representatives of VectoIQ, Legacy Nikola and the Subscribers. Former Related Party License and Service Agreements In September 2019, the Company entered into a Master Industrial Agreement (“CNHI Services Agreement”) and S-WAY Platform and Product Sharing Agreement (“CNHI License Agreement”) with CNH Industrial N.V. ("CNHI") and Iveco S.p.A ("Iveco"), a former related party, in conjunction with the Company’s Series D redeemable convertible preferred stock offering. Under these agreements, CNHI and Iveco were issued 25,661,448 shares of Legacy Nikola Series D redeemable convertible preferred stock in exchange for an intellectual property license valued at $50.0 million, $100.0 million in-kind services and $100.0 million in cash. During 2019, the Company issued 5,953,515 shares of Series D redeemable convertible preferred stock to Iveco in exchange for the licensed Iveco technology and $8.0 million of prepaid in-kind services. Additionally, the Company issued 5,132,291 Series D preferred redeemable convertible preferred shares in exchange for $50.0 million in cash. During 2020, the Company issued 9,443,353 shares of Series D redeemable convertible preferred stock, to Iveco, in exchange for $92.0 million of prepaid in-kind services. Additionally, the Company issued 5,132,289 shares of Series D redeemable convertible preferred stock to Iveco in exchange for $50.0 million in cash. During 2020 and 2019, the Company recognized $45.7 million and $8.0 million of in-kind services in research and development on the consolidated statements of operations, respectively. As of December 31, 2020 and 2019, $46.3 million and zero prepaid in-kind services were reflected on the consolidated balance sheets, respectively. As of June 3, 2020, Iveco was no longer considered a related party under ASC 850. Former Related Party Research and Development and Accounts Payable During 2020, 2019, and 2018 the Company recorded research and development expenses of $15.1 million, $14.1 million and zero, respectively, from a former related party. As of December 31, 2020, the Company had $2.8 million of accounts payable due to the former related party and $0.8 million in accrued expenses due to the former related party. As of December 31, 2019, the Company had $0.6 million of accounts payable due to the former related party and $0.5 million of accrued expenses due to the former related party. As of June 3, 2020, the entity is no longer considered a related party. Former Related Party Stock Repurchase In August 2018, concurrently with the Series C preferred stock financing, the Company entered into the Nimbus Redemption Letter Agreement with Nimbus, a former related party. Pursuant to the terms of the Nimbus Redemption Letter Agreement, Nimbus received the right but not the obligation to sell back to the Company its shares of Series B preferred stock and Series C preferred stock, with any such repurchases applying first to Series B preferred stock, in an amount equal to the value of up to five percent ( 5%) of the aggregate size of each of Nikola's subsequent equity financing rounds. The shares elected to be repurchased by Nimbus were to be purchased by the Company at a share price equal to 90% of the share price in the applicable subsequent financing round. In September 2019, in contemplation of the Company's proposed Series D preferred stock financing, the Company entered into an amendment of the letter agreement by and between the Company and Nimbus, dated August 3, 2018 (the “Nimbus Redemption Letter Agreement” and as amended, the “Nimbus Amendment”). Pursuant to the terms of the Amendment and the Nimbus Repurchase Agreement, the Company agreed to repurchase 3,575,750 shares of Series B redeemable convertible preferred stock held by Nimbus, a former related party, at the share price of $8.77 which is equal to 90% of the share price in the Series D redeemable convertible preferred stock financing of $9.74 per share. The number of shares to be repurchased exceeded five percent ( 5%) of the contemplated Series D round of financing. This was negotiated by the Company in order to reduce the total number of shares of Series B redeemable convertible preferred stock held by Nimbus, to such an extent that Nimbus would no longer be entitled to elect a member to the Company's board of directors as a result of Nimbus' Series B preferred stock holdings. The repurchase was completed in October 2019, for an aggregate repurchase amount of $31.4 million. The Amendment also provided Nimbus with additional redemption rights based on various capital raise thresholds, none of which were met as of December 31, 2019. In March 2020, the Company entered into an additional letter agreement with Nimbus in which Nimbus agreed to terminate the Nimbus Redemption Letter Agreement. Concurrently, the Company entered into an agreement with Nimbus, whereby the Company agreed to repurchase an additional 2,850,930 shares of Series B preferred stock from Nimbus at a share price of $8.77 for an aggregate repurchase price of $25.0 million. The parties agreed that the repurchase price constituted the price that Nimbus would otherwise be entitled to under the Nimbus Redemption Letter Agreement. The number of shares to be repurchased was negotiated by the Company and Nimbus as a mechanism to compensate Nimbus for agreeing to relinquish its previous redemption rights granted in the Nimbus Redemption Letter Agreement. The repurchase was contingent on completion of the Business Combination which occurred during the quarter ending June 30, 2020, and the Company repurchased the shares in conjunction with the closing of the Business Combination. The Company recorded a reduction to additional paid in capital for the repurchase price in excess of the carrying value of the redeemable convertible preferred stock of $13.4 million. The carrying value of the shares repurchased were recorded as a reduction to redeemable convertible preferred stock, which has been retrospectively adjusted in the consolidated statements of stockholders' equity to reflect the Company’s equity structure for all periods presented. For the computation of net loss per share for the year ended December 31, 2020, the repurchase price in excess of the carrying value of the redeemable convertible preferred stock of $13.4 million is reflected as a decrease to net loss attributable to common stockholders (see Note 15, Net Loss per Share ). As of June 3, 2020, Nimbus is no longer considered a related party. |
DEBT
DEBT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
DEBT | DEBT Term Note Debt consisted of a term note of zero and $4.1 million as of June 30, 2021 and December 31, 2020. In January 2018, the Company entered into a term note with JP Morgan Chase, pursuant to which the Company borrowed $4.1 million to fund equipment purchases. The term note accrued interest at 2.43% per annum and was payable on or before January 31, 2019. The term note was secured by restricted cash. In February 2019, the Company amended the term note to extend its term by one year and increased the interest rate to 3.00% per annum. In February 2020, the Company further amended the term note and extended its term for one year, to January 31, 2021. The term note accrued interest at a rate equal to the LIBOR rate for the applicable interest period multiplied by the statutory reserve rate as determined by the Federal Reserve Board. During the first quarter of 2021, the Company repaid the $4.1 million term note. Payroll Protection Program Note In April 2020, the Company entered into a note with JP Morgan Chase under the Small Business Administration Paycheck Program established under Section 1102 of the Coronavirus Aid, Relief, and Economic Security (CARES) Act, pursuant to which the Company borrowed $4.1 million (the "Note"). The Note accrued interest at a rate of 0.98% per annum and matured in 24 months. On April 30, 2020, the Company returned the $4.1 million in proceeds from the Note to JP Morgan Chase. | DEBT Debt consisted of the following as of December 31, 2020 and 2019: As of 2020 2019 Term note - current $ 4,100 $ — Term note - non-current — 4,100 Total debt $ 4,100 $ 4,100 Term Note In January 2018, the Company entered into a term note with JP Morgan Chase, pursuant to which, the Company borrowed $4.1 million to fund equipment purchases. The term note accrued interest at 2.43% per annum and was payable on or before January 31, 2019. The term note is secured by restricted cash. In February 2019, the Company amended the term note to extend its term by one year and increased the interest rate to 3.00% per annum. In February 2020, the Company amended the term note to extend its term for one year, to January 31, 2021. The term note accrued interest at a rate equal to the LIBOR rate for the applicable interest period multiplied by the statutory reserve rate as determined by the Federal Reserve Board. The term loan has a financial covenant that requires the Company to maintain a minimum amount of liquidity with the bank. As of December 31, 2020, the Company was in compliance with the financial covenant. Payroll Protection Program Note In April 2020, the Company entered into a Note with JP Morgan Chase under the Small Business Administration Paycheck Protection Program established under Section 1102 of the Coronavirus Aid, Relief and Economic Security (CARES) Act, pursuant to which the Company borrowed $4.1 million (the "Note"). The Note accrues interest at rate of 0.98% per annum and matures in 24 months. On April 30, 2020, the Company returned the $4.1 million in proceeds from the Note to JP Morgan Chase. |
CAPITAL STRUCTURE
CAPITAL STRUCTURE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
CAPITAL STRUCTURE | CAPITAL STRUCTURE Shares Authorized As of June 30, 2021, the Company had a total of 750,000,000 shares authorized for issuance with 600,000,000 shares designated as common stock and 150,000,000 shares designated as preferred stock. Warrants As of June 30, 2021, the Company had 760,915 private warrants outstanding. Each private warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. For the three months ended June 30, 2021 and 2020, the Company recorded a $2.5 million and $29.2 million loss, respectively, for revaluation of warrant liability on the consolidated statements of operations. For the six months ended June 30, 2021 and 2020, the Company recorded a $1.6 million and $29.2 million loss, respectively, for revaluation of warrant liability on the consolidated statements of operations. As of June 30, 2021 and December 31, 2020, the Company recorded $8.9 million and $7.3 million, respectively, for warrant liability related to the private warrants outstanding. The exercise price and number of common stock issuable upon exercise of the private warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the private warrants will not be adjusted for issuance of common stock at a price below their exercise price. Stock Purchase Agreement On June 11, 2021, the Company entered into a common stock purchase agreement (the "Purchase Agreement") and a registration rights agreement (the "Registration Rights Agreement") with Tumim Stone Capital LLC ("Tumim"), pursuant to which Tumim has committed to purchase up to $300 million in shares of the Company's common stock, subject to certain limitations and conditions set forth in the Purchase Agreement. The Company shall not issue or sell any shares of common stock under the Purchase Agreement which, when aggregated with all other shares of common stock beneficially owned by Tumim, would result in beneficial ownership of more than 4.99% of the Company's outstanding shares of common stock. Under the terms of the Purchase Agreement, the Company has the right, but not the obligation, to sell to Tumim, shares of common stock over the period commencing on the date of the Purchase Agreement (the “Tumim Closing Date”) and ending on the first day of the month following the 36-month anniversary of the Tumim Closing Date, provided that a registration statement covering the resale of shares of common stock that have been and may be issued under the Purchase Agreement is declared effective by the SEC. The registration statement covering the offer and sale of up to 18,012,845 shares of common stock to Tumim was declared effective on June 30, 2021. The purchase price will be calculated as 97% of the volume weighted average prices of the Company's common stock during normal trading hours for three consecutive trading days commencing on the first trading day immediately succeeding the purchase notice date. Concurrently with the signing of the Purchase Agreement, the Company issued 155,703 shares of its common stock to Tumim as a commitment fee ("Commitment Shares"). The total fair value of the shares issued for the commitment fee of $2.6 million was recorded in selling, general, and administrative expense on the Company's consolidated statements of operations. As of June 30, 2021, the Company has not sold any shares to Tumim under the terms of the Purchase Agreement. | CAPITAL STRUCTURE (As Restated) Shares Authorized As of December 31, 2020, the Company had authorized a total of 750,000,000 shares for issuance with 600,000,000 shares designated as common stock and 150,000,000 shares designated as preferred stock. Warrants As of December 31, 2020, the Company had 760,915 private warrants outstanding. Each private warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. There were 129,085 private warrants exercised in the fourth quarter of 2020, for total proceeds of $1.5 million. As of December 31, 2020, the Company recorded $7.3 million (As Restated) for warrant liability related to the private warrants outstanding. The exercise price and number of common shares issuable upon exercise of the private warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the private warrants will not be adjusted for issuance of common stock at a price below its exercise price. On July 22, 2020, the Company issued a notice of redemption of all of its outstanding public warrants on a cash basis which was completed in September 2020. The Company issued 22,877,806 shares of common stock pursuant to the exercise of public warrants and received approximately $263.1 million of proceeds from such exercises. The 122,194 public warrants not exercised by the end of the redemption period were redeemed for a price of $0.01 per public warrant, and subsequently |
STOCK-BASED COMPENSATION EXPENS
STOCK-BASED COMPENSATION EXPENSE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
STOCK-BASED COMPENSATION EXPENSE | STOCK BASED COMPENSATION EXPENSE 2017 and 2020 Stock Plans Legacy Nikola's 2017 Stock Option Plan (the “2017 Plan”) provides for the grant of incentive and nonqualified options to purchase Legacy Nikola common stock to officers, employees, directors, and consultants of Legacy Nikola. Options are granted at a price not less than the fair market value on the date of grant and generally become exercisable between one Each Legacy Nikola option from the 2017 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option to purchase a number of shares of common stock (each such option, an "Exchanged Option") equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy Nikola common stock subject to such Legacy Nikola option immediately prior to the Business Combination and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy Nikola option immediately prior to the consummation of the Business Combination, divided by (B) the Exchange Ratio. Except as specifically provided in the Business Combination Agreement, following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy Nikola option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options. At the Company's special meeting of stockholders held on June 2, 2020, the stockholders approved the Nikola Corporation 2020 Stock Incentive Plan (the "2020 Plan") and the Nikola Corporation 2020 Employee Stock Purchase Plan (the "2020 ESPP"). The 2020 Plan and the 2020 ESPP were previously approved, subject to stockholder approval, by the Company's board of directors on May 6, 2020. The aggregate number of shares authorized for issuance under the 2020 Plan will not exceed 42,802,865, plus the number of shares subject to outstanding awards as of the closing of the Business Combination under the 2017 Plan that are subsequently forfeited or terminated. The aggregate number of shares available for issuance under the 2020 ESPP is 4,000,000. The 2020 Plan provides for the grant of incentive and nonqualified stock option, restricted stock units ("RSUs"), restricted share awards, stock appreciation awards, and cash-based awards to employees, outside directors, and consultants of the Company. The 2020 Plan and the 2020 ESPP became effective immediately upon the closing of the Business Combination. No offerings have been authorized to date by the Company's board of directors under the ESPP. Stock Options The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted. Options vest in accordance with the terms set forth in the grant letter. Time-based options generally vest ratably over a period of approximately 36 months. Changes in stock options are as follows: Options Weighted Weighted Average Outstanding at December 31, 2020 32,529,224 $ 1.28 7.82 Granted — $ — Exercised 2,929,917 $ 1.24 Cancelled 39,617 $ 3.00 Outstanding at June 30, 2021 29,559,690 $ 1.29 7.37 Vested and exercisable as of June 30, 2021 28,782,924 $ 1.24 7.35 Restricted Stock Units The fair value of RSUs is based on the closing price of the Company’s common stock on the grant date. The time-based RSUs generally vest semi-annually over a three year period or, in the case of executive officers, cliff-vest following the third anniversary from the date of grant. Certain RSUs awarded to key employees contain performance conditions related to achievement of strategic and operational milestones ("Performance RSUs"). As of June 30, 2021, not all of the performance conditions are probable to be achieved. Compensation expense has only been recognized for those conditions that are assumed to be probable. The Company updates its estimates related to the probability and timing of achievement of the operational milestones each period until the award either vests or is forfeited. In addition, for certain technical engineering employees the awards cliff vest after a three year period or vest on the achievement of certain operational milestones. The RSUs to directors have a vesting cliff of one year after the grant date. Changes in RSUs are as follows: Number of RSUs Balance at December 31, 2020 5,026,531 Granted 6,691,926 Released 1,268,227 Cancelled 504,968 Balance at June 30, 2021 9,945,262 Market Based RSUs The fair value of Market Based RSUs was determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The Market Based RSUs contain a stock price index as a benchmark for vesting. These awards have three milestones that each vest depending upon a consecutive 20-trading day stock price target of the Company’s common stock. The shares vested are transferred to the award holders upon the completion of the requisite service period ending June 3, 2023, and upon achievement certification by the Company's board of directors. If the target price for the tranche is not achieved by the end of requisite service period, the Market Based RSUs are forfeited. Changes in Market Based RSUs are as follows: Number of Market Based RSUs Balance at December 31, 2020 13,317,712 Granted — Released — Cancelled — Balance at June 30, 2021 13,317,712 Stock Compensation Expense The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 10,228 $ 2,880 $ 20,550 $ 3,238 Selling, general, and administrative 42,442 35,347 82,386 36,302 Total stock-based compensation expense $ 52,670 $ 38,227 $ 102,936 $ 39,540 As of June 30, 2021, total unrecognized compensation expense was as follows: Unrecognized compensation expense Options $ 1,509 Market Based RSUs 225,096 RSUs 164,895 Total unrecognized compensation expense at June 30, 2021 $ 391,500 | STOCK-BASED COMPENSATION EXPENSE 2017 and 2020 Stock Plans Legacy Nikola's 2017 Stock Option Plan (the “2017 Plan”) provides for the grant of incentive and nonqualified options to purchase Legacy Nikola common stock to officers, employees, directors, and consultants of Legacy Nikola. Options are granted at a price not less than the fair market value on the date of grant and generally become exercisable between one Each Legacy Nikola option from the 2017 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option to purchase a number of shares of common stock (each such option, an "Exchanged Option") equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy Nikola common stock subject to such Legacy Nikola option immediately prior to the Business Combination and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy Nikola option immediately prior to the consummation of the Business Combination, divided by (B) the Exchange Ratio. Except as specifically provided in the Business Combination Agreement, following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy Nikola option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options. At the Company's special meeting of stockholders held on June 2, 2020, the stockholders approved the Nikola Corporation 2020 Stock Incentive Plan (the "2020 Plan") and the Nikola Corporation 2020 Employee Stock Purchase Plan (the "2020 ESPP"). The 2020 Plan and the 2020 ESPP were previously approved, subject to stockholder approval, by the Company's board of directors on May 6, 2020. The aggregate number of shares authorized for issuance under the 2020 Plan will not exceed 42,802,865, plus the number of shares subject to outstanding awards as of the closing of the Business Combination under the 2017 Plan that are subsequently forfeited or terminated. In addition, the shares authorized for the 2020 Plan may be increased on an annual basis for a period of up to ten years, beginning with the fiscal year that begins January 1, 2021, in an amount equal up to 2.5% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year. The aggregate number of shares available for issuance under the 2020 ESPP is 4,000,000, which may be increased on an annual basis of up to 1.0% of the outstanding shares of common stock as of the first day of each such fiscal year. The 2020 Plan provides for the grant of incentive and nonqualified stock option, restricted stock units ("RSUs"), restricted share awards, stock appreciation awards, and cash-based awards to employees, outside directors, and consultants of the Company. The 2020 Plan and the 2020 ESPP became effective immediately upon the closing of the Business Combination. No offerings have been authorized to date by the Company's board of directors under the ESPP. Common Stock Valuation Prior to the completion of the Business Combination the fair value of Legacy Nikola common stock that underlies the stock options was determined by Legacy Nikola's board of directors based upon information available at the time of grant. Because such grants occurred prior to the exchange of Legacy Nikola common stock into the Company's common stock, Legacy Nikola's board of directors determined the fair value of Legacy Nikola common stock with assistance of periodic valuation studies from an independent third-party valuation firm. The valuations were consistent with the guidance and methods outlined in the AICPA Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or AICPA Practice Aid. Stock Option Valuation The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted, which requires the input of highly subjective assumptions. The Company calculates the fair value of each option grant on the grant date using the following assumptions: Expected Term —The Company uses the simplified method when calculating expected term due to insufficient historical exercise data. Expected Volatility —As the Company's shares have limited history, the volatility is based on a benchmark of comparable companies within the automotive and energy storage industries. Expected Dividend Yield —The dividend rate used is zero as the Company does not have a history of paying dividends on its common stock and does not anticipate doing so in the foreseeable future. Risk-Free Interest Rate —The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. Years Ended 2020 2019 2018 Exercise price $1.05 - $9.66 $1.05 - $3.58 $1.05 Risk-free interest rate 0.1% - 1.7% 1.4% - 2.7% 2.3% - 3.0% Expected term (in years) 0.2 - 6.3 5.0 - 6.3 4.6 - 6.2 Expected dividend yield — — — Expected volatility 70.0% - 85.8% 70.0% - 85.1% 70% Performance Based Stock Options As of December 31, 2020, 2019, and 2018, the outstanding performance-based options ("PSUs") issued by the Company were 5,090,182, 5,153,485 and 5,628,735, respectively. No PSUs were granted in fiscal year 2020. As of December 31, 2018, the performance-based provision was achieved for all of the outstanding performance-based award and the Company began recognizing expense related to these PSUs in 2018. The weighted-average grant date fair value of these stock options was $0.63 in the years ended December 31, 2020, 2019, and 2018. The 5,090,182, 5,153,485, and 5,628,735 PSUs outstanding as of December 31, 2020, 2019 and 2018, does not include PSUs issued by a related party. See Note 8, Related Party Transactions, for additional information regarding the related party PSUs. Stock Option Activity Changes in stock options are as follows: Options Weighted Weighted Aggregate Outstanding at December 31, 2017 18,260,484 $ 1.58 9.35 $ — Granted 25,791,263 1.05 Exercised — — Cancelled 18,260,484 1.58 Outstanding at December 31, 2018 25,791,263 $ 1.05 9.54 $ 24,720 Granted 14,553,811 1.14 Exercised 1,266 1.05 Cancelled 330,983 1.06 Outstanding at December 31, 2019 40,012,825 $ 1.08 8.78 $ 99,999 Granted 1,582,496 5.31 Exercised 8,716,423 1.13 Cancelled 349,674 1.31 Outstanding at December 31, 2020 32,529,224 $ 1.28 7.82 $ 454,668 Vested and exercisable as of December 31, 2020 30,868,124 $ 1.23 7.79 $ 433,198 The option activity above does not include the PSUs issued by the related party. The weighted-average grant date fair value of stock options issued for the years ended December 31, 2020, 2019 and 2018 were $6.92, $0.75 and $0.39, respectively. There were 8,716,423 and 1,266 stock options exercised during the years ended December 31, 2020 and 2019, respectively, and the total intrinsic value of stock options exercised was $132.7 million during 2020. The total intrinsic value of stock options exercised in 2019 was immaterial. There were no stock o ptions exercised during 2018. The fair value of stock options vested for the years ended December 31, 2020, 2019, and 2018 was $27.0 million, $4.3 million, and $4.0 million, respectively. As a result of the Business Combination, vesting of certain stock options and performance-based options accelerated in accordance with terms of the related award agreements, resulting in additional stock-based compensation expense of $8.1 million in the second quarter of 2020. Restricted Stock Units In June 2020, in connection with the closing of the Business Combination, the Company granted time-based RSUs to several executive officers and directors of the Company. The RSUs have a vesting cliff of one year for directors and three years for executive officers after the grant date. Additionally, during 2020, the Company granted time-based RSUs to various employees that vest semi-annually over a three year period or cliff vest over a three or six month period. In addition, for certain technical engineering employees the awards cliff vest after a three year period or vest on the achievement of certain operational milestones. The following table summarizes 2020 RSU activity: Number of RSUs Weighted-Average Grant Date Fair Value Balance at December 31, 2019 — $ — Granted 5,287,795 31.5 Released 194,306 43.3 Cancelled 66,958 24.9 Balance at December 31, 2020 5,026,531 $ 31.2 During the third quarter of 2020, the Company entered into a separation agreement with its former Executive Chairman which resulted in a modification of his time-based RSUs. Prior to the modification, the RSUs were not likely to vest and as a result $0.5 million of previously recorded stock-based compensation expense was reversed during 2020. Subsequent to modification, the RSUs were considered fully vested and the Company recorded stock-based compensation of $16.5 million during the third quarter of 2020. The fair value of RSUs is based on the closing price of the Company’s common stock on the grant date. Market Based RSUs During 2020, in connection with the closing of the Business Combination, the Company granted market based restricted stock unit awards ("Market Based RSUs") to several executive officers of the Company. The Market Based RSUs contain a stock price index as a benchmark for vesting. These awards have three milestones that each vest depending upon a consecutive 20-trading day stock price target of the Company’s common stock. The shares vested are transferred to the award holders upon the completion of the requisite service period of three years, and upon achievement certification by the Company's board of directors. If the target price for the tranche is not achieved by the end of third anniversary of the grant date, the Market Based RSUs are forfeited. The grant date fair value of the Market Based RSUs was determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The following assumptions were used to determine the grant date fair value for these Market Based RSUs: Year Ended Risk-free interest rate 0.2% - 0.3% Expected volatility 70.0% - 85.0% The total grant date fair value of the Market Based RSUs was determined to be $485.1 million and is recognized over the requisite service period. During 2020, 4,859,000 Market Based RSUs originally issued to the Company's former Executive Chairman were cancelled as a part of the former Executive Chairman's separation agreement and $3.5 million of previously recorded stock-based compensation was reversed. The following table summarizes 2020 market-based RSU activity: Number of Market Based RSUs Weighted-Average Grant Date Fair Value Balance at December 31, 2019 — — Granted 18,176,712 26.7 Released — — Cancelled 4,859,000 28.5 Balance at December 31, 2020 13,317,712 26.0 Stock-Based Compensation Expense The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the years ending December 31, 2020, 2019 and 2018, respectively: Years Ended December 31, 2020 2019 2018 Research and development $ 15,862 $ 653 $ 513 Selling, general, and administrative 122,129 4,205 3,330 Total stock-based compensation expense $ 137,991 $ 4,858 $ 3,843 As of December 31, 2020, total unrecognized compensation expense and remaining weighted-average recognition period related to outstanding share-based awards were as follows: Unrecognized compensation expense Remaining weighted-average recognition period (years) Options $ 2,297 1.8 Market Based RSUs 283,035 2.5 RSUs 111,952 2.6 Total unrecognized compensation expense at December 31, 2020 $ 397,284 |
RETIREMENT SAVINGS PLAN
RETIREMENT SAVINGS PLAN | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
RETIREMENT SAVINGS PLAN | RETIREMENT SAVINGS PLANThe Company sponsored a savings plan available to all eligible employees, which qualifies under Section 401(k) of the Internal Revenue Code. Employees may contribute to the plan amounts of their pre-tax salary subject to statutory limitations. The Company did not offer and has not provided a company match for the years ended December 31, 2020, 2019 and 2018. Beginning in 2021, the Company will provide an employer matching contribution for the amount a participant contributes as salary deferrals up to 100% of the amount contributed for the first 1% of the participant’s plan compensation plus 50% for each additional 1% of compensation contributed between 1% and 6% of the participant’s plan compensation. |
INCOME TAXES
INCOME TAXES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | INCOME TAXES To calculate the interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes. Income tax expense was immaterial for the three and six months ended June 30, 2021 and 2020 | INCOME TAXES (As Restated)A provision (benefit) for income taxes of $( 1.0) million, $0.2 million and ($2.0) million has been recognized for the years ended December 31, 2020, 2019 and 2018, respectively, related primarily to changes in indefinite-lived intangible and goodwill deferred tax liabilities. The components of the provision for income taxes for the years ended December 31, 2020, 2019 and 2018 consisted of the following: Years Ended December 31, 2020 2019 2018 Current tax provision Federal $ 36 $ — $ — State 1 1 1 Total current tax provision 37 1 1 Deferred tax provision Federal ( 492) 43 ( 1,963) State ( 571) 107 ( 40) Total deferred tax provision ( 1,063) 150 ( 2,003) Total income tax provision (benefit) $ ( 1,026) $ 151 $ ( 2,002) The reconciliation of taxes at the federal statutory rate to our provision for income taxes for the years ended December 31, 2020, 2019 and 2018 was as follows: Years Ended December 31, 2020 2019 2018 Tax at statutory federal rate $ ( 78,098) $ ( 18,586) $ ( 13,922) State tax, net of federal benefit ( 14,052) ( 4,649) ( 2,419) Stock-based compensation ( 7,652) 556 161 Section 162(m) limitation 1,834 — — Research and development credits, net of uncertain tax position ( 14,945) ( 5,915) — Warrant revaluation ( 2,824) — — Other 408 915 1 Change in valuation allowance 114,303 27,830 14,177 Total income tax provision (benefit) $ ( 1,026) $ 151 $ ( 2,002) Deferred tax assets and liabilities as of December 31, 2020 and 2019 consisted of the following: As of December 31, 2020 2019 Deferred tax assets: Federal and state income tax credits $ 21,279 $ 6,334 Net operating loss carryforward 132,471 41,444 Start-up costs capitalized 1,490 1,157 Stock-based compensation 8,260 1,816 Tenant allowance — 3,075 Finance lease liability 3,718 — Property and equipment, net 4,069 — Accrued expenses and other — 104 Total deferred tax assets 171,287 53,930 Valuation allowance ( 162,496) ( 47,672) Deferred tax assets, net of valuation allowance 8,791 6,258 Deferred tax liabilities: Intangible assets ( 1,020) ( 3,277) Finance lease asset ( 7,786) — Property and equipment — ( 4,053) Other 7 — Total deferred tax liabilities ( 8,799) ( 7,330) Deferred tax liabilities, net $ ( 8) $ ( 1,072) In accordance with ASC 740-10, the deferred tax assets are reduced by a valuation allowance if it is not more likely than not that some portion or all the deferred tax assets will be realized. The realization of deferred tax assets can be affected by, among other things, the nature, frequency, and severity of current and cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, the Company's experience with utilizing operating losses and tax credit carryforwards by jurisdiction, and tax planning alternatives that may be available. The Company performed an analysis of the reversal of the deferred tax liabilities, and then considered the overall business environment, and the outlook for future years. The Company determined that it is not more likely than not that the benefit from deferred tax assets net of the reversal of certain deferred tax liabilities will be realized. Accordingly, the Company recorded valuation allowances of $162.5 million, $47.7 million and $19.8 million at December 31, 2020, 2019 and 2018, respectively. The increase in the valuation allowance for the years ended December 31, 2020 and 2019 was primarily due to increase in net operating loss carryforwards and R&D credits. At December 31, 2020, the Company had federal net operating loss carryforwards of $11.0 million that begin to expire in 2037 and $518.0 million that have an indefinite carryforward period. The Company has combined state net operating loss carryforwards of $546.8 million at December 31, 2020, that begin to expire in 2037. The Company conducted a change in ownership study as of December 31, 2020, and determined that net operating losses and credits will not expire due to ownership change rules under the Internal Revenue Code Sections 382 and 383. The Company had federal and state tax credits of $19.1 million and $11.4 million, respectively, at December 31, 2020, which if unused will begin to expire in 2037 for federal and 2031 for state tax purposes. The following table reflect changes in the unrecognized tax benefits: Years Ended December 31, 2020 2019 2018 Gross amount of unrecognized tax benefits as of the beginning of the year $ 432 $ 140 $ 140 Additions based on tax positions related to the current year 5,622 292 — Additions based on tax position from prior years 1,338 — — Gross amount of unrecognized tax benefits as of the end of the year $ 7,392 $ 432 $ 140 ASC Topic 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained in a court of last resort, based on the technical merits. If more-likely-than-not, the amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination, including compromise settlements. For tax positions not meeting the more-likely-than-not threshold, no tax benefit is recorded. As of December 31, 2020, 2019, and 2018, the Company had $7.4 million, $0.4 million, and $0.1 million, respectively, of gross unrecognized tax benefits, related to research and experimental tax credits. The Company does not expect a significant change to the amount of unrecognized tax benefits to occur within the next 12 months. The Company's policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties at December 31, 2020 or 2019, and has not recognized interest or penalties during the years ended December 31, 2020, 2019, and 2018, since there was no reduction in income taxes paid due to uncertain tax positions. The Company files income tax returns in the United States, Arizona, California, Michigan, Tennessee and Utah. As of December 31, 2020, the earliest year subject to examination is 2017 for federal and state tax purposes. In addition, due to the Company's tax attribute carryforwards, tax authorities will continue to have the ability to adjust loss and tax credit carryforwards even after the statute expires on the year in which the attributes were originally claimed. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time. 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. Other than as described below, there is no material pending or threatened litigation against the Company that remains outstanding as of June 30, 2021. Regulatory and Governmental Investigations and Related Internal Review On September 10, 2020, Hindenburg Research LLC reported on certain aspects of the Company’s business and operations. The Company and its board of directors retained Kirkland & Ellis LLP to conduct an internal review in connection with the Hindenburg article (the “Internal Review”), and Kirkland & Ellis promptly contacted the Division of Enforcement of the U.S. Securities and Exchange Commission to make it aware of the commencement of the Internal Review. The Company subsequently learned that the Staff of the Division of Enforcement had previously opened an investigation. On September 14, 2020, the Company and five of its officers and employees, including Mark Russell, our Chief Executive Officer, received subpoenas from the Staff of the Division of Enforcement as a part of a fact-finding inquiry related to aspects of the Company’s business as well as certain matters described in the Hindenburg article. The Staff of the Division of Enforcement issued additional subpoenas to another three of the Company’s officers and employees, including Kim Brady, the Company's Chief Financial Officer, on September 21, 2020 and to the Company’s current and former directors on September 30, 2020. The Company and Mr. Milton also received grand jury subpoenas from the U.S. Attorney’s Office for the Southern District of New York (the “SDNY”) on September 19, 2020. On September 20, 2020, Mr. Milton offered to voluntarily step down from his position as Executive Chairman, as a member of the Company’s board of directors, including all committees thereof, and from all positions as an employee and officer of the Company. The board accepted his resignation and appointed Stephen Girsky as Chairman of the board of directors. The Company subsequently has appointed three new board members, Steve Shindler, Bruce Smith and Mary Petrovich. The Company also received a grand jury subpoena from the N.Y. County District Attorney’s Office on September 21, 2020. On October 16, 2020, the N.Y. County District Attorney’s Office agreed to defer its investigation; it has not withdrawn its subpoena issued to the Company, but has informed the Company that no further productions to it are necessary at this time. On October 28, 2020, the Company received an information request from The Nasdaq Stock Market LLC, seeking an update on the status of the Staff of the Division of Enforcement and SDNY inquiries, which the Company provided. On March 24, 2021, the Staff of the Division of Enforcement issued an additional subpoena to the Company related to its projected 2021 cash flow and anticipated use of funds from 2021 capital raises. The Company is committed to cooperating fully with the Staff of the Division of Enforcement and the SDNY investigations, which are ongoing. As such, the Company's counsel frequently engages with the Staff of the Division of Enforcement and the SDNY. Further, the Company has made voluminous productions of information and made witnesses available for interviews. The Company will continue to comply with the requests of the Staff of the Division of Enforcement and the SDNY and expect to make additional productions in the future. The documents and information requested in the subpoenas include materials concerning Mr. Milton’s and the Company’s statements regarding the Company’s business operations and the future of the Company. As part of the Internal Review, which has been substantially completed, Kirkland & Ellis had full access to Company data, emails and documents for collection and review. No request by Kirkland & Ellis for information from the Company was denied. Kirkland & Ellis was also given access to data contained on personal devices for over three dozen of our employees. Kirkland & Ellis, including with the assistance of contract attorneys, reviewed relevant documents in the legal, investor relations, finance, and human resources areas as well as Company emails from January 1, 2016 through December 31, 2020, employee text messages, documents found in our data room and other corporate documents. The Internal Review also included targeted interviews of over thirty ( 30) Company personnel. Additionally, as part of the Internal Review, Kirkland & Ellis retained automotive experts ("Automotive Experts") at a well-known consulting firm to conduct an independent assessment of the current state of our technology development. Refer to Note 14, Commitments and Contingencies, within the Company's Annual Report on Form 10-K/A for the year ended December 31, 2020, for further details. The legal and other professional costs the Company incurred during the three and six months ended June 30, 2021 in connection with the Internal Review and disclosed elsewhere in this Quarterly Report include approximately $3.2 million and $6.2 million, respectively, expensed for Mr. Milton’s attorneys’ fees under his indemnification agreement with the Company. As of June 30, 2021 and December 31, 2020 the Company accrued approximately $6.4 million and $6.6 million, respectively, in legal and other professional costs for Mr. Milton's attorneys' fees under his indemnification agreement. The Company expects to incur additional costs associated with the Staff of the Division of Enforcement and the SDNY investigations and the Internal Review during fiscal year 2021, which will be expensed as incurred and which could be significant in the periods in which they are recorded. On July 29, the U.S. Attorney for the SDNY announced the unsealing of a criminal indictment charging Trevor Milton with two counts of securities fraud and one count of wire fraud. That same day, the Securities and Exchange Commission announced charges against Mr. Milton for alleged violations of federal securities laws. The Company cannot predict the ultimate outcome of the Staff of the Division of Enforcement and the SDNY investigations or the litigation against Mr. Milton, nor can it predict whether any other governmental authorities will initiate separate investigations or litigation. The outcome of the Staff of the Division of Enforcement and the SDNY investigations and any related legal and administrative proceedings could include a wide variety of outcomes, including the institution of administrative, civil injunctive or criminal proceedings involving the Company and/or current or former employees, officers and/or directors in addition to Mr. Milton, the imposition of fines and other penalties, remedies and/or sanctions, modifications to business practices and compliance programs and/or referral to other governmental agencies for other appropriate actions. It is not possible to accurately predict at this time when matters relating to the Staff of the Division of Enforcement and the SDNY investigations will be completed, the final outcome of the Staff of the Division of Enforcement and the SDNY investigations, what additional actions, if any, may be taken by the Staff of the Division of Enforcement, the SDNY or by other governmental agencies, or the effect that such actions may have on our business, prospects, operating results and financial condition, which could be material. The Staff of the Division of Enforcement and the SDNY investigations, including any matters identified in the Internal Review, could also result in (1) third-party claims against the Company, which may include the assertion of claims for monetary damages, including but not limited to interest, fees, and expenses, (2) damage to the Company's business or reputation, (3) loss of, or adverse effect on, cash flow, assets, goodwill, results of operations, business, prospects, profits or business value, including the possibility of certain of the Company's existing contracts being cancelled, (4) adverse consequences on the Company's ability to obtain or continue financing for current or future projects and/or (5) claims by directors, officers, employees, affiliates, advisors, attorneys, agents, debt holders or other interest holders or constituents of the Company or its subsidiaries, any of which could have a material adverse effect on the Company's business, prospects, operating results and financial condition. Further, to the extent that these investigations and any resulting third-party claims yield adverse results over time, such results could jeopardize the Company's operations and exhaust its cash reserves, and could cause stockholders to lose their entire investment. Shareholder Securities Litigation Beginning on September 15, 2020, six putative class action lawsuits were filed against the Company and certain of its current and former officers and directors, asserting violations of federal securities laws under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in one case, violations of the Unfair Competition Law under California law (the “Shareholder Securities Litigation”). The complaints generally allege that the Company and certain of its officers and directors made false and/or misleading statements in press releases and public filings regarding the Company's business plan and prospects. The actions are: Borteanu v. Nikola Corporation, et al. (Case No. 2:20-cv-01797-JZB), filed by Daniel Borteanu in the United States District Court of the District of Arizona on September 15, 2020; Salem v. Nikola Corporation, et al. (Case No. 1:20-cv-04354), filed by Arab Salem in the United States District Court for the Eastern District of New York on September 16, 2020; Wojichowski v. Nikola Corporation, et al. (Case No. 2:20-cv-01819-DLR), filed by John Wojichowski in the United States District Court for the District of Arizona on September 17, 2020; Malo v. Nikola Corporation, et al. (Case No. 5:20-cv-02168), filed by Douglas Malo in the United States District Court for the Central District of California on October 16, 2020; and Holzmacher, et al. v. Nikola Corporation, et al. (Case No. 2:20-cv-2123-JJT), filed by Albert Holzmacher, Michael Wood and Tate Wood in the United States District Court for the District of Arizona on November 3, 2020, and Eves v. Nikola Corporation, et al. (Case No. 2:20-cv-02168-DLR), filed by William Eves in the United States District Court for the District of Arizona on November 10, 2020. In October 2020, stipulations by and among the parties to extend the time for the defendants to respond to the complaints until a lead plaintiff, lead counsel, and an operative complaint are identified were entered as orders in certain of the filed actions. On November 16, 2020 and December 8, 2020 respectively, orders in the Malo and Salem actions were entered to transfer the actions to the United States District Court for the District of Arizona. On November 16, 2020, ten motions both to consolidate the pending securities actions and to be appointed as lead plaintiff were filed by putative class members. On December 15, 2020, the United States District Court for the District of Arizona consolidated the actions under lead case Borteanu v. Nikola Corporation, et al., No. CV-20-01797-PXL-SPL, and appointed Angelo Baio as the “Lead Plaintiff”. On December 23, 2020, a motion for reconsideration of the Court’s order appointing the Lead Plaintiff was filed. On December 30, 2020, a petition for writ of mandamus seeking to vacate the District Court’s Lead Plaintiff order and directing the court to appoint another Lead Plaintiff was filed before the United States Court of Appeals for the Ninth Circuit, Case No. 20-73819. The motion for reconsideration was denied on February 18, 2021. On July 23, 2021, the Ninth Circuit granted in part the mandamus petition, vacated the district court’s December 15, 2020 order, and remanded the case to the District Court to reevaluate the appointment of a Lead Plaintiff. On January 28, 2021, the district court entered a scheduling order in the consolidated lawsuit. On March 2, 2021, pursuant to a stipulation jointly submitted by the parties, the district court vacated that scheduling order and stayed the securities action pending disposition of the pending mandamus petition. 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. The consolidated action remains stayed. On December 18, 2020, a purported shareholder derivative action was filed in the United States District Court for the District of Arizona, Huhn v. Milton et al., Case No. 2:20-cv-02437-DWL, purportedly on behalf of the Company, against certain of the Company’s current and former directors alleging breaches of fiduciary duties, violations of Section 14(a) of the Exchange Act, unjust enrichment, and against defendant Jeff Ubben, a member of the Company’s board of directors, insider selling and misappropriation of information. On January 26, 2021, the Huhn action was stayed until 30 days after the earlier of (a) the Shareholder Securities Litigation being dismissed in its entirety with prejudice; (b) defendants filing an answer to any complaint in the Shareholder Securities Litigation; or (c) a joint request by plaintiff and defendants to lift the stay. The complaints seek unspecified monetary damages, costs and fees associated with bringing the actions, and reform of the Company's corporate governance, risk management and operating practices. The Company intends to vigorously defend against the foregoing complaints. The Company is unable to estimate the potential loss or range of loss, if any, associated with these lawsuits, which could be material. In addition, on March 8, 2021, the Company received a demand letter from a law firm representing a purported stockholder of the Company alleging facts and claims substantially the same as many of the facts and claims in the filed derivative shareholder lawsuit. The demand letter requests that the board of directors (i) undertake an independent internal investigation into certain board members and management’s purported violations of Delaware and/or federal law; and (ii) commence a civil action against those members of the board and management for alleged fiduciary breaches. In April 2021, the board of directors formed a demand review committee, consisting of independent directors Bruce L. Smith, and Mary L. Petrovich, to review such demands and provide input to the Company. There can be no assurance as to whether any litigation will be commenced by or against the Company by the purported shareholder with respect to the claims set forth in the demand letter, or whether any such litigation could be material. Books and Record Demands Pursuant to Delaware General Corporation Law Section 220 The Company has received a number of demand letters pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”), seeking disclosure of certain of the Company’s records. The Company has responded to those demands, stating its belief that the demand letters fail to fully comply with the requirements of Section 220 of the DGCL. However, in the interest of resolution and while preserving all rights of the defendants, the Company has engaged in negotiations with the shareholders, and has provided certain information that the Company had reasonably available to it. On January 15, 2021, Plaintiff Frances Gatto filed a complaint in Delaware Chancery Court seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. On January 26, 2021, Plaintiff’s counsel and the Company filed a joint letter, notifying the Court that the parties are engaged in dialogue regarding Plaintiff’s demand, and the Company need not answer or otherwise respond to the complaint at this time. The parties provided a status update to the Court on July 26, 2021, and have proposed to provide a further update by September 24, 2021. Commitments and Contingencies on Land Conveyance In February 2019, the Company was conveyed 430 acres of land in Coolidge, Arizona, by PLH. The purpose of the land conveyance was to incentivize the Company to locate its manufacturing facility in Coolidge, Arizona, and provide additional jobs to the region. The Company fulfilled its requirement to commence construction within the period defined by the agreement and is required to complete construction of the manufacturing facility within five years of February 2019 (the “Manufacturing Facility Deadline”). If the Company fails to meet the Manufacturing Facility Deadline, the Company may extend the completion deadline by paying PLH $0.2 million per month, until construction is completed (the "Monthly Payment Option"). The extension of the Manufacturing Facility Deadline beyond two years will require express written consent of PLH. If the Company does not exercise the Monthly Payment Option, fails to make timely payments on the Monthly Payment Option, or fails to complete construction by the extended Manufacturing Facility Deadline, PLH is entitled to either the $4.0 million security deposit or may reacquire the land and property at the appraised value to be determined by independent appraisers selected by the Company and PLH. | 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. Other than as described below, there is no material pending or threatened litigation against the Company that remains outstanding as of December 31, 2020. Regulatory and Governmental Investigations and Related Internal Review On September 10, 2020, Hindenburg Research LLC reported on certain aspects of the Company’s business and operations. The Company and its board of directors retained Kirkland & Ellis LLP to conduct an internal review in connection with the Hindenburg article (the “Internal Review”), and Kirkland & Ellis promptly contacted the Division of Enforcement of the U.S. Securities and Exchange Commission to make it aware of the commencement of the Internal Review. The Company subsequently learned that the staff of the Division of Enforcement had previously opened an investigation. On September 14, 2020, the Company and five of its officers and employees, including Mark Russell, our Chief Executive Officer, received subpoenas from the Staff of the Division of Enforcement as a part of a fact-finding inquiry related to aspects of the Company’s business as well as certain matters described in the Hindenburg article. The Staff of the Division of Enforcement issued additional subpoenas to another three of the Company’s officers and employees, including Kim Brady, the Company's Chief Financial Officer, on September 21, 2020 and to the Company’s current and former directors on September 30, 2020. The Company and Mr. Milton also received grand jury subpoenas from the U.S. Attorney’s Office for the Southern District of New York (the “SDNY”) on September 19, 2020. On September 20, 2020, Mr. Milton offered to voluntarily step down from his position as Executive Chairman, as a member of the Company’s board of directors, including all committees thereof, and from all positions as an employee and officer of the Company. The board accepted his resignation and appointed Stephen Girsky as Chairman of the board of directors. The Company subsequently has appointed three new board members, Steve Shindler, Bruce Smith and Mary Petrovich. The Company also received a grand jury subpoena from the N.Y. County District Attorney’s Office on September 21, 2020. On October 16, 2020, the N.Y. County District Attorney’s Office agreed to defer its investigation; it has not withdrawn its subpoena issued to the Company, but has informed the Company that no further productions to it are necessary at this time. On October 28, 2020, the Company received an information request from The Nasdaq Stock Market LLC, seeking an update on the status of the Staff of the Division of Enforcement and SDNY inquiries, which the Company provided. The Company is committed to cooperating fully with the Staff of the Division of Enforcement and the SDNY investigations, which are ongoing. As such, the Company's counsel frequently engages with the Staff of the Division of Enforcement and the SDNY. Further, the Company has made voluminous productions of information and made witnesses available for interviews. The Company will continue to comply with the requests of the Staff of the Division of Enforcement and the SDNY and expect to make additional productions in the future. The documents and information requested in the subpoenas include materials concerning Mr. Milton’s and the Company’s statements regarding the Company’s business operations and the future of the Company. As part of the Internal Review, which has been substantially completed, Kirkland & Ellis had full access to Company data, emails and documents for collection and review. No request by Kirkland & Ellis for information from the Company was denied. Kirkland & Ellis was also given access to data contained on personal devices for over three dozen of our employees. Kirkland & Ellis, including with the assistance of contract attorneys, reviewed relevant documents in the legal, investor relations, finance, and human resources areas as well as Company emails from January 1, 2016 through December 31, 2020, employee text messages, documents found in our data room and other corporate documents. The Internal Review also included targeted interviews of over thirty ( 30) Company personnel. Additionally, as part of the Internal Review, Kirkland & Ellis retained automotive experts ("Automotive Experts") at a well-known consulting firm to conduct an independent assessment of the current state of our technology development. The Hindenburg article alleged that Mr. Milton or the Company made a number of statements, which it asserted were inaccurate, including but not limited to the following: 1. in July 2016, the Company stated that it owned rights to natural gas wells, and in August 2016 that the wells were used as a backup to solar hydrogen production; 2. in August 2016, Milton and the Company stated that the Company had engineered a zero emissions truck; 3. in December 2016, Milton stated that the Nikola One was a fully functioning vehicle; 4. that an October 2017 video released by the Company gave the impression the Nikola One was driven; 5. in April 2019, Milton stated that solar panels on the roof of the Company’s headquarters produce approximately 18 megawatts of energy per day; 6. in December 2019 and July 2020, Milton stated that the Company “can produce” over 1,000 kg of hydrogen at the Company’s demo stations and that the Company was “down below” $3/kg at that time; 7. in July 2020, Milton stated that “all major components are done in house”; he made similar statements in June 2020; 8. in July 2020, Milton stated that the inverter software was the most advanced in the world and that other OEMs had asked to use it; and 9. in July 2020, Milton stated that five trucks were “coming off the assembly line” in Ulm, Germany. The statements listed above were inaccurate in whole or in part, when made. In other respects, the Hindenburg article's statements about the Company were inaccurate. For example, the Automotive Experts determined that: (1) the Company's workforce is led by technical and engineering leads that have deep industry experience and expertise; (2) the Company's technological contributions and development are consistent with other OEMs at similar stages of development; and (3) the Company's maturity level is consistent with that of an emerging OEM. These findings are inconsistent with the main conclusion of the Hindenburg article that the Company was an "intricate" or "massive fraud". In connection with its Internal Review, Kirkland & Ellis has not issued any conclusions, as of the date of this report, as to whether any statements that may have been inaccurate when made violated any statute. Analysis is ongoing to assess, among other matters, whether any such statements were intentional, material, not corrected by other public statements, or harmful to the Company's stockholders, either before or after our business combination and subsequent public listing in June 2020. Kirkland & Ellis further continues to assess the accuracy of other statements made by the Company, including in its current SEC filings. The legal and other professional costs the Company incurred during fiscal year 2020 in connection with the Internal Review and disclosed elsewhere in this Report include approximately $8.1 million advanced for Mr. Milton’s attorneys’ fees under his indemnification agreement with the Company, of which $1.5 million was paid during the fiscal year 2020. The Company expects to incur additional costs associated with the Staff of the Division of Enforcement and the SDNY investigations and the Internal Review in fiscal year 2021, which will be expensed as incurred and which could be significant in the periods in which they are recorded. The Company cannot predict the ultimate outcome of the Staff of the Division of Enforcement and the SDNY investigations, nor can it predict whether any other governmental authorities will initiate separate investigations. The outcome of the Staff of the Division of Enforcement and the SDNY investigations and any related legal and administrative proceedings could include a wide variety of outcomes, including the institution of administrative, civil injunctive or criminal proceedings involving the Company and/or current or former employees, officers and/or directors, the imposition of fines and other penalties, remedies and/or sanctions, modifications to business practices and compliance programs and/or referral to other governmental agencies for other appropriate actions. It is not possible to accurately predict at this time when matters relating to the Staff of the Division of Enforcement and the SDNY investigations will be completed, the final outcome of the Staff of the Division of Enforcement and the SDNY investigations, what if any actions may be taken by the Staff of the Division of Enforcement, the SDNY or by other governmental agencies, or the effect that such actions may have on our business, prospects, operating results and financial condition, which could be material. The Staff of the Division of Enforcement and the SDNY investigations, including any matters identified in the Internal Review, could also result in (1) third-party claims against the Company, which may include the assertion of claims for monetary damages, including but not limited to interest, fees, and expenses, (2) damage to the Company's business or reputation, (3) loss of, or adverse effect on, cash flow, assets, goodwill, results of operations, business, prospects, profits or business value, including the possibility of certain of the Company's existing contracts being cancelled, (4) adverse consequences on the Company's ability to obtain or continue financing for current or future projects and/or (5) claims by directors, officers, employees, affiliates, advisors, attorneys, agents, debt holders or other interest holders or constituents of the Company or its subsidiaries, any of which could have a material adverse effect on the Company's business, prospects, operating results and financial condition. Further, to the extent that these investigations and any resulting third-party claims yield adverse results over time, such results could jeopardize the Company's operations and exhaust its cash reserves, and could cause stockholders to lose their entire investment. Shareholder Securities Litigation Beginning on September 15, 2020, six putative class action lawsuits were filed against the Company and certain of its current and former officers and directors, asserting violations of federal securities laws under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in one case, violations of the Unfair Competition Law under California law (the “Shareholder Securities Litigation”). The complaints generally allege that the Company and certain of its officers and directors made false and/or misleading statements in press releases and public filings regarding the Company's business plan and prospects. The actions are: Borteanu v. Nikola Corporation, et al. (Case No. 2:20-cv-01797-JZB), filed by Daniel Borteanu in the United States District Court of the District of Arizona on September 15, 2020; Salem v. Nikola Corporation, et al. (Case No. 1:20-cv-04354), filed by Arab Salem in the United States District Court for the Eastern District of New York on September 16, 2020; Wojichowski v. Nikola Corporation, et al. (Case No. 2:20-cv-01819-DLR), filed by John Wojichowski in the United States District Court for the District of Arizona on September 17, 2020; Malo v. Nikola Corporation, et al. (Case No. 5:20-cv-02168), filed by Douglas Malo in the United States District Court for the Central District of California on October 16, 2020; and Holzmacher, et al. v. Nikola Corporation, et al. (Case No. 2:20-cv-2123-JJT), filed by Albert Holzmacher, Michael Wood and Tate Wood in the United States District Court for the District of Arizona on November 3, 2020, and Eves v. Nikola Corporation, et al. (Case No. 2:20-cv-02168-DLR), filed by William Eves in the United States District Court for the District of Arizona on November 10, 2020. In October 2020, stipulations by and among the parties to extend the time for the defendants to respond to the complaints until a lead plaintiff, lead counsel, and an operative complaint are identified were entered as orders in certain of the filed actions. On November 16, 2020 and December 8, 2020 respectively, orders in the Malo and Salem actions were entered to transfer the actions to the United States District Court for the District of Arizona. On November 16, 2020, ten motions both to consolidate the pending securities actions and to be appointed as lead plaintiff were filed by putative class members. On December 15, 2020, the United States District Court for the District of Arizona consolidated the actions under lead case Borteanu v. Nikola Corporation, et al., No. CV-20-01797-PXL-SPL, and appointed Angelo Baio as the “Lead Plaintiff”. On December 23, 2020, a motion for reconsideration of the Court’s order appointing the Lead Plaintiff was filed. On December 30, 2020, a petition for writ of mandamus seeking to vacate the District Court’s Lead Plaintiff order and directing the court to appoint another Lead Plaintiff was filed before the United States Court of Appeals for the Ninth Circuit, Case No. 20-73819. Both the motion for reconsideration and mandamus petition remain pending. On January 28, 2021, the district court entered a scheduling order in the consolidated lawsuit. The Lead Plaintiff’s Amended Consolidated Complaint is due March 15, 2021, the Company’s responsive pleading is due April 29, 2021, the Lead Plaintiff’s opposition to a motion to dismiss, should one be filed by the defendants, is due June 1, 2021, and the defendants’ reply is due July 1, 2021. 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. The consolidated action remains stayed. On December 18, 2020, a purported shareholder derivative action was filed in the United States District Court for the District of Arizona, Huhn v. Milton et al., Case No. 2:20-cv-02437-DWL, purportedly on behalf of the Company, against certain of the Company’s current and former directors alleging breaches of fiduciary duties, violations of Section 14(a) of the Exchange Act, unjust enrichment, and against defendant Jeff Ubben, a member of the Company’s board of directors, insider selling and misappropriation of information. On January 26, 2021, the Huhn action was stayed until 30 days after the earlier of (a) the Shareholder Securities Litigation being dismissed in its entirety with prejudice; (b) defendants filing an answer to any complaint in the Shareholder Securities Litigation; or (c) a joint request by plaintiff and defendants to lift the stay. The complaints seek unspecified monetary damages, costs and fees associated with bringing the actions, and reform of the Company's corporate governance, risk management and operating practices. The Company intends to vigorously defend against the foregoing complaints. The Company is unable to estimate the potential loss or range of loss, if any, associated with these lawsuits, which could be material. Books and Record Demands Pursuant to Delaware General Corporation Law Section 220 The Company has received a number of demand letters pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”), seeking disclosure of certain of the Company’s records. The Company has responded to those demands, stating its belief that the demand letters fail to fully comply with the requirements of Section 220 of the DGCL. However, in the interest of resolution and while preserving all rights of the defendants, the Company has engaged in negotiations with the shareholders, and intends to provide certain information that the Company had reasonably available to it. On January 15, 2021, Plaintiff Frances Gatto filed a complaint in Delaware Chancery Court seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. On January 26, 2021, Plaintiff’s counsel and the Company filed a joint letter, notifying the Court that the parties are engaged in dialogue regarding Plaintiff’s demand, and the Company need not answer or otherwise respond to the complaint at this time. The parties have agreed to update the Court within 60 days, or if the parties cannot reach a consensual resolution. Purchase Commitments The Company enters into commitments under non-cancellable or partially cancellable purchase orders or vendor agreements in the normal course of business. The following table presents the Company's commitments and contractual obligations as of December 31, 2020: Payments due by period as of December 31, 2020 Total Less than 1 Year 1 - 3 Years 3 - 5 Years More than 5 Years Purchase Obligations $ 31,161 $ 21,758 $ 9,403 $ — $ — $ 31,161 $ 21,758 $ 9,403 $ — $ — Commitments and Contingencies on Land Conveyance In February 2019, the Company was conveyed 430 acres of land in Coolidge, Arizona, by PLH. The purpose of the land conveyance was to incentivize the Company to locate its manufacturing facility in Coolidge, Arizona, and provide additional jobs to the region. The Company is required to commence construction, as defined within the agreement, of the manufacturing facility within two years of February 2019 (the “Manufacturing Facility Commencement Deadline”), and is required to complete construction of the manufacturing facility within five years of February 2019 (the “Manufacturing Facility Deadline”). Upon the earlier of the Manufacturing Facility Commencement Deadline or the commencement of construction the Company will deposit $4.0 million in escrow to PLH. The amount in escrow will be returned to the Company upon completion of construction. The Company broke ground on the manufacturing facility during the third quarter of 2020 and met the definition of commencement of construction as of September 30, 2020. The required deposit is included within non-current restricted cash and cash equivalents on the consolidated balance sheets. If the Company fails to meet the Manufacturing Facility Deadline, the Company may extend the completion deadline by paying PLH $0.2 million per month, until construction is completed (the "Monthly Payment Option"). The extension of the Manufacturing Facility Deadline beyond two years will require express written consent of PLH. If the Company does not exercise the Monthly Payment Option, fails to make timely payments on the Monthly Payment Option, or fails to complete construction by the extended Manufacturing Facility Deadline, PLH is entitled to either the $4.0 million security deposit or may reacquire the land and property at the appraised value to be determined by independent appraisers selected by the Company and PLH. Contingent Fee for Advisory Services In January 2020, the Company entered into an agreement to obtain advisory services for the potential Business Combination. The fee for the services was contingent upon completion of the Business Combination, which occurred on June 3, 2020. The contingent fee of $3.0 million was paid during the second quarter of 2020. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share for the three and six months ended June 30, 2021 and 2020. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ ( 143,231) $ ( 129,189) $ ( 263,455) $ ( 162,335) Less: revaluation of warrant liability — — — — Adjusted net loss $ ( 143,231) $ ( 129,189) $ ( 263,455) $ ( 162,335) Denominator: Weighted average shares outstanding, basic 394,577,711 303,785,616 393,390,377 287,822,558 Dilutive effect of common stock issuable from assumed exercise of warrants — — — — Weighted average shares outstanding, diluted 394,577,711 303,785,616 393,390,377 287,822,558 Net loss per share: Basic $ ( 0.36) $ ( 0.43) $ ( 0.67) $ ( 0.56) Diluted $ ( 0.36) $ ( 0.43) $ ( 0.67) $ ( 0.56) Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss, adjusted for the revaluation of warrant liability for the private warrants, by the weighted average number of common shares outstanding for the period, adjusted for the dilutive effect of shares of common stock equivalents resulting from the assumed exercise of the warrants. The treasury stock method was used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares were excluded from the computation of diluted net loss when their effect was antidilutive. The following outstanding common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Outstanding warrants 760,915 23,890,000 760,915 23,890,000 Stock options, including performance stock options 29,559,690 39,717,079 29,559,690 39,717,079 Restricted stock units, including market based RSUs 23,262,974 18,519,000 23,262,974 18,519,000 Total 53,583,579 82,126,079 53,583,579 82,126,079 | NET LOSS PER SHARE (As Restated) The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2020, 2019, and 2018. Years Ended December 31, 2020 2019 2018 As Restated Numerator: Net loss $ ( 370,866) $ ( 88,656) $ ( 64,293) Less: premium on repurchase of redeemable convertible preferred stock ( 13,407) ( 16,816) ( 166) Net loss attributable to common stockholders, basic $ ( 384,273) $ ( 105,472) $ ( 64,459) Less: revaluation of warrant liability ( 13,448) — — Net loss attributable to common shareholders, diluted $ ( 397,721) $ ( 105,472) $ ( 64,459) Denominator: Weighted average shares outstanding, basic 335,325,271 262,528,769 226,465,041 Dilutive effect of common stock issuable from assumed exercise of warrants 505,762 — — Weighted average shares outstanding, diluted 335,831,033 262,528,769 226,465,041 Net loss per share to common stockholders: Basic $ ( 1.15) $ ( 0.40) $ ( 0.28) Diluted $ ( 1.18) $ ( 0.40) $ ( 0.28) The private warrants outstanding have been included in the calculation of diluted net loss per share for the year ended December 31, 2020. Additionally, the net loss attributable to common shareholders, diluted has been adjusted for revaluation of warrant liability related to these common stock equivalents. There were no warrants outstanding for the years ended December 31, 2019 and 2018. The following outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive. Years Ended December 31, 2020 2019 2018 Stock options, including performance stock options 32,529,224 40,012,825 25,791,263 Restricted stock units, including Market Based RSUs 18,344,243 — — 50,873,467 40,012,825 25,791,263 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Issuance of common stock under Purchase Agreement On July 12, 2021, the Company issued 1,004,120 shares of common stock under the terms of the Purchase Agreement to Tumim for proceeds of $14.8 million. On July 30, 2021, the Company issued a purchase notice to Tumim to purchase 2,909,393 shares of the Company's common stock. Proceeds from this sale will be approximately $30.0 million to $35.0 million based on the volume weighted average prices of the Company's common stock from July 30, 2021 through August 3, 2021. | SUBSEQUENT EVENTSDuring the first quarter of 2021, the Company repaid its term note with JP Morgan Chase for $4.1 million. |
QUARTERLY FINANCIAL DATA
QUARTERLY FINANCIAL DATA | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA | QUARTERLY FINANCIAL DATA (UNAUDITED) (As Restated) The following tables sets forth the unaudited consolidated statements of operations for each of the fiscal quarters in 2020 and 2019. Fiscal Quarter Ended December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019 As Restated As Restated As Restated Solar revenues — — 36 58 49 296 13 124 Cost of solar revenues — — 30 43 44 141 24 62 Gross profit — — 6 15 5 155 ( 11) 62 Operating Expenses: Research and development 67,521 51,496 42,525 24,077 22,781 9,482 11,854 23,397 Selling, general and administrative 64,903 65,782 44,104 7,935 5,154 3,693 5,344 6,501 Impairment expense 14,415 — — — — — — — Total operating expenses 146,839 117,278 86,629 32,012 27,935 13,175 17,198 29,898 Loss from operations ( 146,839) ( 117,278) ( 86,623) ( 31,997) ( 27,930) ( 13,020) ( 17,209) ( 29,836) Other income (expense): Interest income (expense), net ( 53) 171 22 62 374 411 338 333 Revaluation of Series A redeemable convertible preferred stock warrant liability — — — — — ( 2,844) 98 ( 593) Loss forward contract liability — — — ( 1,324) — — — — Revaluation of warrant liability 4,860 37,745 ( 29,157) — — — — — Other income (expense), net ( 597) ( 340) ( 23) 114 1,278 85 9 1 Loss before income taxes and equity in net loss of affiliate ( 142,629) ( 79,702) ( 115,781) ( 33,145) ( 26,278) ( 15,368) ( 16,764) ( 30,095) Income tax expense (benefit) ( 1,030) 2 1 1 1 146 2 2 Loss before equity in net loss of affiliate ( 141,599) ( 79,704) ( 115,782) ( 33,146) ( 26,279) ( 15,514) ( 16,766) ( 30,097) Equity in net loss of affiliate ( 637) — — — — — — — Net loss ( 142,236) ( 79,704) ( 115,782) ( 33,146) ( 26,279) ( 15,514) ( 16,766) ( 30,097) Premium paid on repurchase of redeemable convertible preferred stock — — ( 13,407) — ( 16,816) — — — Net loss attributable to common stockholders ( 142,236) ( 79,704) ( 129,189) ( 33,146) ( 43,095) ( 15,514) ( 16,766) ( 30,097) Net loss per share attributable to common stockholders: Basic $ ( 0.37) $ ( 0.21) $ ( 0.43) $ ( 0.12) $ ( 0.16) $ ( 0.06) $ ( 0.06) $ ( 0.12) Diluted $ ( 0.38) $ ( 0.31) $ ( 0.43) ( 0.12) ( 0.16) ( 0.06) ( 0.06) ( 0.12) Weighted-average shares used to compute net loss per share attributable to common stockholders: Basic 385,983,645 377,660,477 303,785,616 271,896,258 268,698,455 260,534,724 260,406,343 260,406,343 Diluted 386,323,048 378,286,678 303,785,616 271,896,258 268,698,455 260,534,724 260,406,343 260,406,343 Figures may not total due to rounding of quarterly periods Restatement of Quarterly Consolidated Financial Statements In lieu of filing amended Quarterly Reports on Form 10-Q for the quarters ended June 30, 2020 and September 30, 2020, the following tables represent the Company’s restated consolidated financial statements (unaudited) for each of the restated quarters for the periods ended December 31, September 30, and June 30, 2020. Refer to Note 1, Restatement of Consolidated Financial Statements , for additional information. Impacted Financial Statement Line Items for Fiscal Quarters Ended Three Months Ended December 31, 2020 As Previously Reported (1) Adjustments As Restated Revaluation of warrant liability $ — $ 4,860 $ 4,860 Loss before income taxes and equity in net loss of affiliate ( 147,489) 4,860 ( 142,629) Loss before equity in net loss of affiliate ( 146,459) 4,860 ( 141,599) Net loss ( 147,096) 4,860 ( 142,236) Net loss attributable to common stockholders ( 147,096) 4,860 ( 142,236) Net loss per share attributable to common stockholders: Basic $ ( 0.38) $ 0.01 $ ( 0.37) Diluted $ ( 0.38) $ — $ ( 0.38) Weighted-average shares used to compute net loss per share attributable to common stockholders: Diluted 385,983,645 339,403 386,323,048 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Three Months Ended September 30, 2020 As Previously Reported (1) Adjustments As Restated Revaluation of warrant liability $ — $ 37,745 $ 37,745 Loss before income taxes and equity in net loss of affiliate ( 117,447) 37,745 ( 79,702) Loss before equity in net loss of affiliate ( 117,449) 37,745 ( 79,704) Net loss ( 117,449) 37,745 ( 79,704) Net loss attributable to common stockholders ( 117,449) 37,745 ( 79,704) Net loss per share attributable to common stockholders: Basic $ ( 0.31) $ 0.10 $ ( 0.21) Diluted $ ( 0.31) $ — $ ( 0.31) Weighted-average shares used to compute net loss per share attributable to common stockholders: Diluted 377,660,477 626,201 378,286,678 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Three Months Ended June 30, 2020 As Previously Reported (1) Adjustments As Restated Revaluation of warrant liability $ — $ ( 29,157) $ ( 29,157) Loss before income taxes and equity in net earnings (loss) of affiliate ( 86,624) ( 29,157) ( 115,781) Loss before equity in earnings (loss) of affiliate ( 86,625) ( 29,157) ( 115,782) Net loss ( 86,625) ( 29,157) ( 115,782) Net loss attributable to common stockholders ( 100,032) ( 29,157) ( 129,189) Net loss per share attributable to common stockholders: Basic $ ( 0.33) $ ( 0.10) $ ( 0.43) Diluted $ ( 0.33) $ ( 0.10) $ ( 0.43) (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Balance Sheet September 30, 2020 As Previously Reported (1) Adjustments As Restated Assets Current assets Cash and cash equivalents $ 907,530 $ — $ 907,530 Restricted cash and cash equivalents 10,952 — 10,952 Accounts receivable, net 249 — 249 Prepaid in-kind services 63,358 — 63,358 Prepaid expenses and other current assets 3,716 — 3,716 Total current assets 985,805 — 985,805 Restricted cash and cash equivalents 4,000 — 4,000 Long-term deposits 17,453 — 17,453 Property and equipment, net 63,451 — 63,451 Intangible assets, net 62,466 — 62,466 Goodwill 5,238 — 5,238 Other assets 19 — 19 Total assets $ 1,138,432 $ — $ 1,138,432 Liabilities and stockholders' equity Current liabilities Accounts payable 10,277 — 10,277 Accrued expenses and other current liabilities 22,894 — 22,894 Customer deposits 6,913 — 6,913 Term note, current 4,100 — 4,100 Total current liabilities 44,184 — 44,184 Term note — — — Finance lease liabilities 14,237 — 14,237 Warrant liability — 13,110 13,110 Deferred tax liabilities, net 1,076 — 1,076 Total liabilities 59,497 13,110 72,607 Commitments and contingencies Stockholders' equity Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of September 30, 2020 and December 31, 2019 — — — Common stock, $0.0001 par value, 600,000,000 shares authorized, 384,083,110 and 270,826,092 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively 39 — 39 Additional paid-in capital 1,505,422 ( 21,698) 1,483,724 Accumulated deficit ( 426,526) 8,588 ( 417,938) Total stockholders' equity 1,078,935 ( 13,110) 1,065,825 Total liabilities and stockholders' equity $ 1,138,432 $ — $ 1,138,432 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Balance Sheet June 30, 2020 As Previously Reported (1) Adjustments As Restated Assets Current assets Cash and cash equivalents $ 698,386 $ — $ 698,386 Restricted cash and cash equivalents 8,896 — 8,896 Accounts receivable, net 424 — 424 Prepaid in-kind services 60,000 — 60,000 Prepaid expenses and other current assets 4,593 — 4,593 Total current assets 772,299 — 772,299 Restricted cash and cash equivalents — — — Long-term deposits 10,478 — 10,478 Property and equipment, net 62,049 — 62,049 Intangible assets, net 62,481 — 62,481 Goodwill 5,238 — 5,238 Prepaid in-kind services and other assets 14,759 — 14,759 Total assets $ 927,304 $ — $ 927,304 Liabilities and stockholders' equity Current liabilities — Accounts payable 7,575 — 7,575 Accrued expenses and other current liabilities 14,263 — 14,263 Customer deposits 4,982 — 4,982 Term note, current 4,100 — 4,100 Total current liabilities 30,920 — 30,920 Term note — — — Finance lease liability 14,506 — 14,506 Other long-term liabilities — — — Warrant liability — 50,855 50,855 Deferred tax liabilities, net 1,074 — 1,074 Total liabilities 46,500 50,855 97,355 Commitments and contingencies Stockholders' equity Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of June 30, 2020 and December 31, 2019 — — — Common stock, $0.0001 par value, 600,000,000 shares authorized, 360,910,639 and 270,826,092 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively 36 — 36 Additional paid-in capital 1,189,845 ( 21,698) 1,168,147 Accumulated deficit ( 309,077) ( 29,157) ( 338,234) Total stockholders' equity 880,804 ( 50,855) 829,947 Total liabilities and stockholders' equity $ 927,304 $ — $ 927,304 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Statements of Operations Nine Months Ended September 30, 2020 As Previously Reported (1) Adjustments As Restated Solar revenues $ 94 $ — $ 94 Cost of solar revenues 73 — 73 Gross Profit 21 — 21 Operating Expenses: Research and development 118,098 — 118,098 Selling, general and admin 117,821 — 117,821 Total Operating Expenses 235,919 — 235,919 Loss from operations ( 235,898) — ( 235,898) Other income (expense): Interest income (expense), net 255 — 255 Loss on forward contract liability ( 1,324) — ( 1,324) Revaluation of warrant liability — 8,588 8,588 Other income (expense), net ( 249) — ( 249) Loss before income taxes ( 237,216) 8,588 ( 228,628) Income tax expense (benefit) 4 — 4 Net Loss ( 237,220) 8,588 ( 228,632) Premium paid on repurchase of redeemable convertible preferred stock ( 13,407) — ( 13,407) Net loss attributable to common stockholders $ ( 250,627) $ 8,588 $ ( 242,039) Net loss per share attributable to common stockholders: Basic $ ( 0.79) $ 0.03 $ ( 0.76) Diluted $ ( 0.79) — ( 0.79) Weighted-average shares used to compute net loss per share attributable to common stockholders: Basic 318,315,891 — 318,315,891 Diluted 318,315,891 660,556 318,976,447 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Statements of Operations Six Months Ended June 30, 2020 As Previously Reported (1) Adjustments As Restated Solar revenues $ 94 $ — $ 94 Cost of solar revenues 73 — 73 Gross profit (loss) 21 21 Operating expenses: Research and development 66,602 — 66,602 Selling, general, and administrative 52,039 — 52,039 Total operating expenses 118,641 — 118,641 Loss from operations ( 118,620) — ( 118,620) Other income (expense): Interest income, net 84 — 84 Loss on forward contract liability ( 1,324) — ( 1,324) Revaluation of warrant liability — ( 29,157) ( 29,157) Other income (expense), net 91 — 91 Loss before income taxes ( 119,769) ( 29,157) ( 148,926) Income tax expense 2 — 2 Net loss $ ( 119,771) $ ( 29,157) $ ( 148,928) Premium paid on repurchase of redeemable convertible preferred stock $ ( 13,407) $ — $ ( 13,407) Net loss attributable to common stockholders, basic and diluted $ ( 133,178) $ ( 29,157) $ ( 162,335) Net loss per share attributable to common stockholders, basic and diluted $ ( 0.46) $ ( 0.10) $ ( 0.56) Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted 287,822,558 — 287,822,558 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Statement of Cash Flows Nine Months Ended September 30, 2020 As Previously Reported (1) Adjustments As Restated Cash flows from operating activities Net loss $ ( 237,220) $ 8,588 $ ( 228,632) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 4,424 — 4,424 Stock-based compensation 91,736 — 91,736 Deferred income taxes 4 — 4 Non-cash in-kind services 28,642 — 28,642 Loss on forward contract liability 1,324 — 1,324 Revaluation of warrant liability — ( 8,588) ( 8,588) Changes in operating assets and liabilities: Accounts receivable, net 521 — 521 Prepaid expenses and other current assets ( 250) — ( 250) Accounts payable, accrued expenses and other current liabilities 19,398 — 19,398 Customer deposits 6,823 — 6,823 Net cash used in operating activities ( 84,598) — ( 84,598) Cash flows from investing activities Purchases and deposits of property and equipment ( 15,180) — ( 15,180) Investment in joint venture ( 15) — ( 15) Net cash used in investing activities ( 15,195) — ( 15,195) Cash flows from financing activities Proceeds from issuance of Series D redeemable convertible preferred stock, net of issuance costs paid 50,349 — 50,349 Business Combination and PIPE financing, net of issuance costs paid 616,726 — 616,726 Proceeds from the exercise of stock options 2,204 — 2,204 Proceeds from the exercise of stock warrants, net of issuance costs paid 263,064 — 263,064 Proceeds from landlord of finance lease 889 — 889 Payments to landlord for finance lease ( 789) — ( 789) Proceeds from note payable 4,134 — 4,134 Payment of note payable ( 4,134) — ( 4,134) Net cash provided by financing activities 932,443 — 932,443 Net increase (decrease) in cash and cash equivalents, including restricted cash 832,650 — 832,650 Cash and cash equivalents, including restricted cash, beginning of period 89,832 — 89,832 Cash and cash equivalents, including restricted cash, end of period $ 922,482 $ — $ 922,482 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Statement of Cash Flows Six Months Ended June 30, 2020 As Previously Reported (1) Adjustments As Restated Cash flows from operating activities Net loss $ ( 119,771) $ ( 29,157) $ ( 148,928) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,926 — 2,926 Stock-based compensation 39,540 — 39,540 Deferred income taxes 2 — 2 Non-cash in-kind services 17,241 — 17,241 Loss on forward contract liability 1,324 — 1,324 Revaluation of warrant liability — 29,157 29,157 Changes in operating assets and liabilities: Accounts receivable, net 346 — 346 Prepaid expenses and other current assets ( 1,125) — ( 1,125) Accounts payable, accrued expenses and other current liabilities 9,064 — 9,064 Customer deposits 4,892 — 4,892 Net cash used in operating activities ( 45,561) — ( 45,561) Cash flows from investing activities Purchases and deposits of property and equipment ( 6,303) — ( 6,303) Net cash used in investing activities ( 6,303) — ( 6,303) Cash flows from financing activities Proceeds from issuance of Series D redeemable convertible preferred stock, net of issuance costs paid 50,349 — 50,349 Business Combination and PIPE financing, net of issuance costs paid 616,736 — 616,736 Proceeds from the exercise of stock options 1,884 — 1,884 Proceeds from landlord of finance lease 889 — 889 Payments to landlord for finance lease ( 544) — ( 544) Proceeds from note payable 4,134 — 4,134 Payment of note payable ( 4,134) — ( 4,134) Net cash provided by financing activities 669,314 — 669,314 Net increase (decrease) in cash and cash equivalents, including restricted cash 617,450 — 617,450 Cash and cash equivalents, including restricted cash, beginning of period 89,832 — 89,832 Cash and cash equivalents, including restricted cash, end of period $ 707,282 $ — $ 707,282 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2020. Certain prior period balances were conformed to the restated consolidated financial statements, as previously disclosed in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2020, due to the accounting for warrant liabilities. | The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and pursuant to the regulations of the SEC. Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. | The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. |
Comprehensive Loss | Comprehensive loss includes all changes in equity during a period from non-owner sources. Other comprehensive income is comprised of currency translation adjustments relating to the Company's equity method investment whose functional currency is not the U.S. dollar. | |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. The Company's most significant estimates and judgments involve valuation of the Company's stock-based compensation, including the fair value of common stock and market-based restricted stock units, the valuation of warrant liabilities, the valuation of the redeemable convertible preferred stock tranche liability, estimates related to the Company's lease assumptions, and contingent liabilities, including litigation reserves. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. | |
Segment Information | Under ASC 280, Segment Reporting , operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker ("CODM"), in deciding how to allocate resources and in assessing performance. The Company has two components, the Truck business unit and Energy business unit. The Truck business unit is developing and commercializing hydrogen-electric and battery-electric semi-trucks that provide environmentally friendly, cost effective solutions to the trucking sector. The Energy business unit is developing and constructing a network of hydrogen fueling stations to meet hydrogen fuel demand for its customers. To date, the Company has not entered into production for the above-mentioned business units. Therefore, the Company's chief executive officer, who is also the CODM, makes decisions and manages the Company's operations as a single operating and reportable segment for purposes of allocating resources and evaluating financial performance. | |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, and restricted cash and cash equivalents. The Company's cash is placed with high-credit-quality financial institutions and issuers, and at times exceeds federally insured limits. The Company limits its concentration of risk in cash equivalents by diversifying its investments among a variety of industries and issuers. The Company has not experienced any credit loss relating to its cash equivalents. | |
Concentration of Supplier Risk | The Company is not currently in the production stage and generally utilizes suppliers for outside development and engineering support. | |
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. Additionally, the Company considers investments in money market funds with a floating net asset value to be cash equivalents. | The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. Additionally, the Company considers investments in money market funds with a floating net asset value to be cash equivalents. |
Investments | Variable Interest Entities The Company may enter into investments in entities that are considered variable interest entities ("VIE") under ASC 810. A VIE is an entity that has either insufficient equity to permit the entity to finance its activities without additional subordinated financial support or equity investors who lack the characteristics of a controlling financial interest. If the Company is a primary beneficiary of a VIE, it is required to consolidate the entity. To determine if the Company is the primary beneficiary of a VIE, the Company evaluates whether it has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the Company. If the Company is not the primary beneficiary and an ownership interest is held in the entity, the interest is accounted for under the equity method of accounting. The Company continuously assesses whether it is the primary beneficiary of a VIE as changes to existing relationships or future transactions may result in changing conclusions. Equity Method Investments in which the Company can exercise significant influence, but do not control, are accounted for using the equity method and are presented on the consolidated balance sheets. The Company’s share of the net earnings or losses of the investee is presented within the consolidated statements of operations. The Company evaluates its equity method investments whenever events or changes in circumstance indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. Distributions received from equity method investees are presented in the consolidated statements of cash flows based on the cumulative earnings approach, whereby distributions received from equity method investments are classified as cash flows from operations to the extent of equity earnings and then as cash flows from investing activities thereafter. Refer to Note 7, Investments , for further discussion. | |
Property and Equipment | Property and equipment is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over each asset's estimated useful life. Property and Equipment Useful life Machinery and equipment 5 - 20 years Furniture and fixtures 7 years Leasehold improvements Shorter of useful life or lease term Software 3 years Building 12 years | |
Leases | The Company determines if an arrangement is or contains a lease at inception. This determination depends on whether the arrangement conveys the right to control the use of an explicitly or implicitly identified asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed if the Company obtains the right to direct the use of and obtains substantially all of the economic benefits from using the underlying asset. The Company classifies leases with contractual terms greater than 12 months as either operating or finance. Lease liabilities are recognized based on the present value of lease payments, reduced by lease incentives, at the lease commencement date. The Company uses an incremental borrowing rate to determine the present value of lease payments as the rate implicit in the lease is generally not readily determinable. The Company's incremental borrowing rate is the rate of interest that it would have to pay to borrow an amount equal to the lease payments, on a collateralized basis and in a similar economic environment over a similar term. Lease assets are recognized based on the related lease liabilities, plus any prepaid lease payments and initial direct costs from executing the leasing arrangement. The lease term includes the base, non-cancelable lease term, and any options to extend or terminate the lease when it is reasonably certain, at commencement, that the Company will exercise such options. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful life of the assets or the lease term. The interest component of a finance lease is included in “Interest income, net” and recognized using the effective interest method over the lease term. Leases with terms of less than 12 months at commencement are expensed on a straight-line basis over the lease term in accordance with the short-term lease practical expedient under ASC 842. The Company has also elected the practical expedient under ASC 842 to not separate lease and non-lease components within a leasing arrangement. Non-lease components primarily include payments for maintenance and utilities. The Company has elected to apply both of these practical expedients to its current classes of underlying lease assets. Variable payments related to a lease are expensed as incurred. These costs often relate to payments for real estate taxes, insurance, common area maintenance, and other operating costs in addition to base rent. As of December 31, 2020, the Company's only leasing arrangement with a term greater than 12 months was for the Company's headquarters in Phoenix, Arizona. This leasing arrangement was previously classified as a built-to-suit arrangement, for which construction had been completed prior to the adoption of ASC 842, effective January 1, 2020. For purposes of applying ASC 842’s transition provisions, the Company elected to first assess lease classification for the arrangement at lease inception under previous lease accounting guidance (ASC 840), and then apply ASC 842’s transition provisions based on those assessments. The Company derecognized the assets and liabilities associated with the built-to-suit arrangement for transitional purposes and recognized a finance lease asset and finance lease liability pursuant to the classification designation determined in the ASC 840 reassessment. The finance lease asset is included in "Property and equipment, net" and the short and long-term portions of finance lease liabilities are included in "Accrued expenses and other current liabilities" and "Finance lease liabilities", respectively, in the consolidated balance sheets. See Note 5, Leases | |
Goodwill and Intangible Assets | The Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company has determined that there is a single reporting unit for the purpose of the goodwill impairment test, which is performed annually. For purposes of assessing the impairment of goodwill, the Company performs a qualitative analysis on December 31, each year to determine if events or changes in circumstances indicate the fair value of the reporting unit is less than its carrying value. Factors considered which could trigger a further impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets, the Company's overall business strategy, and significant industry or macroeconomic trends. If the qualitative analysis indicates that the carrying value of the asset may not be recoverable based on the existence of one or more of the above indicators, recoverability is determined by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair-market value of the asset. There was no impairment of goodwill for the years ended December 31, 2020, 2019 and 2018. (n) Intangible Assets with Indefinite Useful Lives The Company's prior acquisitions have resulted in value assigned to in-process R&D related to the Company's Powersports business unit. In-process R&D has an indefinite useful life until completion or abandonment of the associated R&D efforts. If abandoned, the assets would be impaired. If the activities are completed, a determination is made regarding the useful lives of the assets and the methods of amortization. The Company is required to test its in-process R&D assets for impairment annually using the guidance for indefinite-lived intangible assets. The Company's impairment evaluation consists of first assessing qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the in-process R&D asset is impaired. Factors considered which could trigger a further impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets, the Company's overall business strategy, and significant industry or macroeconomic trends. If it is more likely than not that the asset is impaired, the Company determines the fair value of the in-process R&D asset and records an impairment charge if the carrying amount exceeds the fair value. During the fourth quarter of 2020, the Company ceased operations related to the Powersports business unit in order to focus on the Company's primary mission of commercial production of semi-trucks and construction of hydrogen fueling stations. All employees in the Powersports business unit were transferred to the Truck and Energy business units within the Company. As a result, the Company recorded impairment expense related to its in-process R&D during 2020. There was no impairment of indefinite-lived intangible assets for the years ended December 31, 2019 and 2018. See Note 6, Intangible Assets, Net , for further discussion. For intangible assets acquired in a non-monetary exchange, the estimated fair value of the shares transferred are used to establish their recorded values. External costs incurred to renew or extend the term of the identifiable intangible assets are capitalized and amortized over the estimated useful life. | |
Long-Lived Assets and Finite Lived Intangibles | The Company has finite lived intangible assets consisting of licenses and tradenames. These assets are amortized on a straight-line basis over their estimated remaining economic lives. Trademarks are amortized over twelve years and included in research and development expense, or selling, general, and administrative expense within the consolidated statements of operations. Licenses are amortized over five The Company reviews its long-lived assets and finite lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The events and circumstances the Company monitors and considers include significant decreases in the market price of similar assets, significant adverse changes to the extent and manner in which the asset is used, an adverse change in legal factors or business climate, an accumulation of costs that exceed the estimated cost to acquire or develop a similar asset, and continuing losses that exceed forecasted costs. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flow it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair value of the asset. During the fourth quarter of 2020, the Company ceased use of its Powersports business unit and recorded an impairment charge for certain of its long-lived assets and finite lived intangibles related to the Powersports business unit for the year ended December 31, 2020. There was no impairment of long-lived assets for the years ended December 31, 2019 and 2018. See Note 4, Balance Sheet Components , and Note 6, Intangible Assets, Net | |
Income Taxes | The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company's lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of December 31, 2020 and 2019. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. | |
Stock-based Compensation | The Company recognizes the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. The Company recognizes stock-based compensation cost and reverses previously recognized costs for unvested awards in the period forfeitures occur. The Company determines the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield. The fair value of restricted stock unit ("RSU") awards is determined using the closing price of the Company's common stock on the grant date. The fair value of market based RSU awards ("Market Based RSUs") is determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. | |
Redeemable Convertible Preferred Stock Warrant Liability | The Company has issued freestanding warrants to purchase shares of its Series A redeemable convertible preferred stock that are classified outside of permanent equity. As such these warrants were recorded at fair value, and subject to remeasurement at each balance sheet date until the earlier of the exercise of the warrants or the completion of a liquidation event, including the completion of an initial public offering. Upon exercise, the redeemable convertible preferred stock warrant liability was reclassified to additional paid-in capital. | |
Warrant Liability | The Company may issue common stock warrants with debt, equity or as a standalone financing instruments that are recorded as either liabilities or equity in accordance with the respective accounting guidance. Warrants recorded as equity are recorded at their relative fair value determined at the issuance date and remeasurement is not required. Warrants recorded as liabilities are recorded at their fair value, within warrant liability on the consolidated balance sheets, and remeasured on each reporting date with changes recorded in revaluation of warrant liability on the Company's consolidated statements of operations. | |
Revenue Recognition | To date, the Company's revenues are derived from solar installation services, which are generally completed in less than one year. Solar installation projects are not part of the Company's primary operations and were concluded in 2020. The Company's customer contracts contain a single performance obligation, which is the solar installation service. The transaction price in the Company's customer contracts is fixed. Revenue for solar installation contracts is generally recognized over time as the services are rendered to the customer based on the extent of progress towards completion of the performance obligation. Under this method, progress of contracts is measured by actual costs incurred in relation to the Company's best estimate of total estimated costs, which are reviewed and updated routinely for contracts in progress. The cumulative effect of any change in estimate is recorded in the period when the change in estimate is determined. (u) Cost of Solar Revenues Cost of solar revenues includes materials, labor, and other direct costs related to solar installation projects. The Company recognizes cost of solar revenues in the period that revenues are recognized. Solar installation projects are not part of the Company's primary operations and were concluded in 2020. | |
Research and Development Expense | Research and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company's products and services. Research and development costs are expensed as incurred. | |
Selling, General, and Administrative Expenses | Selling, general, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and advertising costs. | |
Advertising Expense | Advertising expense is expensed as incurred | |
Other Income (Expense) | Other income (expense) consist of grant income received from the government, foreign currency gains and losses, and unrealized gains and losses on investments. Grant income is recognized as income over the periods necessary to match the income on a systematic basis to the costs that it is intended to compensate. | |
Net Loss Per Share | Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing 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 the warrants. The treasury stock method is used to calculate the potential dilutive effect of these common stock equivalents. | |
Recent Accounting Pronouncements | Recently issued accounting pronouncements not yet adopted There have been no recently issued accounting pronouncements or changes in accounting pronouncements not yet adopted that are applicable or material to the Company as of June 30, 2021. Recently adopted accounting pronouncements In December 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted the ASU on January 1, 2021 and it did not have a material impact on the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer's accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for convertible debt instruments wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share. The treasury method will no longer be available. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the year. The Company early adopted the ASU on January 1, 2021, and there was no impact to the Company's consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, Investments – Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815), which addresses accounting for the transition into and out of the equity method and provides clarification of the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted the ASU on January 1, 2021 and it did not have a material impact on the Company's consolidated financial statements. | In December 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company's consolidated financial statements and does not expect it to have a material impact on the consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, Investments – Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815) , which addresses accounting for the transition into and out of the equity method and provides clarification of the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s consolidated financial statements and does not expect it to have a material impact on the consolidated financial statements. (aa) Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10, Codification Improvements to Topic 842, Leases , was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Until December 31, 2020, the Company was an emerging growth company as defined by the JOBS Act and previously disclosed that these amendments would become effective for interim and annual periods beginning January 1, 2021. However, this ASU instead became effective for the Company in this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, with an effective date of January 1, 2020, as it no longer qualifies as an emerging growth company as of December 31, 2020. The adoption of this standard resulted in the recognition of a finance lease asset and finance lease liability of $34.8 million and $16.0 million, respectively. In addition, the Company recognized a $0.8 million cumulative effect adjustment to accumulated deficit driven by derecognition of net assets and lease obligations of $32.4 million and $12.8 million, respectively, related to the Company's lease that was previously classified as build-to-suit. The adoption of this standard did not have a material impact on the consolidated statements of operations nor the consolidated statements of cash flows. S ee Note 5, Le ases , for further discussion of the adoption of ASC 842 and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments |
RESTATEMENT OF CONSOLIDATED F_2
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The amounts originally reported were derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Original Form 10-K”), filed with the SEC on February 25, 2021 (in thousands, except per share amounts): Consolidated Balance Sheet December 31, 2020 As Previously Reported Adjustments As Restated Liabilities and stockholders' equity Warrant liability — 7,335 7,335 Total liabilities 66,237 7,335 73,572 Additional paid-in capital 1,560,820 ( 20,783) 1,540,037 Accumulated deficit ( 573,622) 13,448 ( 560,174) Total stockholders' equity 987,476 ( 7,335) 980,141 Total liabilities and stockholders' equity 1,053,713 — 1,053,713 Consolidated Statement of Operations Year Ended December 31, 2020 As Previously Reported Adjustments As Restated Revaluation of warrant liability — 13,448 13,448 Loss before income taxes and equity in net loss of affiliate ( 384,703) 13,448 ( 371,255) Loss before equity in net loss of affiliate ( 383,677) 13,448 ( 370,229) Net loss ( 384,314) 13,448 ( 370,866) Net loss attributable to common stockholders ( 397,721) 13,448 ( 384,273) Net loss per share attributable to common stockholders: Basic ( 1.19) 0.04 ( 1.15) Diluted ( 1.19) 0.01 ( 1.18) Weighted average shares used to compute net loss per share attributable to common stockholders Basic 335,325,271 — 335,325,271 Diluted 335,325,271 505,762 335,831,033 Consolidated Statement of Comprehensive Loss Year Ended December 31, 2020 As Previously Reported Adjustments As Restated Net loss ( 384,314) 13,448 ( 370,866) Comprehensive loss ( 384,075) 13,448 ( 370,627) Consolidated Statement of Stockholders' Equity December 31, 2020 As Previously Reported Adjustments As Restated Additional paid-in capital 1,560,820 ( 20,783) 1,540,037 Accumulated deficit ( 573,622) 13,448 ( 560,174) Total stockholders' equity 987,476 ( 7,335) 980,141 Consolidated Statement of Cash Flows Year Ended December 31, 2020 As Previously Reported Adjustments As Restated Cash flows form operating activities Net loss ( 384,314) 13,448 ( 370,866) Adjustments to reconcile net loss to net cash used in operating activities: Revaluation of warrant liability — ( 13,448) ( 13,448) Net cash used in operating activities ( 150,533) — ( 150,533) In lieu of filing amended Quarterly Reports on Form 10-Q for the quarters ended June 30, 2020 and September 30, 2020, the following tables represent the Company’s restated consolidated financial statements (unaudited) for each of the restated quarters for the periods ended December 31, September 30, and June 30, 2020. Refer to Note 1, Restatement of Consolidated Financial Statements , for additional information. Impacted Financial Statement Line Items for Fiscal Quarters Ended Three Months Ended December 31, 2020 As Previously Reported (1) Adjustments As Restated Revaluation of warrant liability $ — $ 4,860 $ 4,860 Loss before income taxes and equity in net loss of affiliate ( 147,489) 4,860 ( 142,629) Loss before equity in net loss of affiliate ( 146,459) 4,860 ( 141,599) Net loss ( 147,096) 4,860 ( 142,236) Net loss attributable to common stockholders ( 147,096) 4,860 ( 142,236) Net loss per share attributable to common stockholders: Basic $ ( 0.38) $ 0.01 $ ( 0.37) Diluted $ ( 0.38) $ — $ ( 0.38) Weighted-average shares used to compute net loss per share attributable to common stockholders: Diluted 385,983,645 339,403 386,323,048 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Three Months Ended September 30, 2020 As Previously Reported (1) Adjustments As Restated Revaluation of warrant liability $ — $ 37,745 $ 37,745 Loss before income taxes and equity in net loss of affiliate ( 117,447) 37,745 ( 79,702) Loss before equity in net loss of affiliate ( 117,449) 37,745 ( 79,704) Net loss ( 117,449) 37,745 ( 79,704) Net loss attributable to common stockholders ( 117,449) 37,745 ( 79,704) Net loss per share attributable to common stockholders: Basic $ ( 0.31) $ 0.10 $ ( 0.21) Diluted $ ( 0.31) $ — $ ( 0.31) Weighted-average shares used to compute net loss per share attributable to common stockholders: Diluted 377,660,477 626,201 378,286,678 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Three Months Ended June 30, 2020 As Previously Reported (1) Adjustments As Restated Revaluation of warrant liability $ — $ ( 29,157) $ ( 29,157) Loss before income taxes and equity in net earnings (loss) of affiliate ( 86,624) ( 29,157) ( 115,781) Loss before equity in earnings (loss) of affiliate ( 86,625) ( 29,157) ( 115,782) Net loss ( 86,625) ( 29,157) ( 115,782) Net loss attributable to common stockholders ( 100,032) ( 29,157) ( 129,189) Net loss per share attributable to common stockholders: Basic $ ( 0.33) $ ( 0.10) $ ( 0.43) Diluted $ ( 0.33) $ ( 0.10) $ ( 0.43) (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Balance Sheet September 30, 2020 As Previously Reported (1) Adjustments As Restated Assets Current assets Cash and cash equivalents $ 907,530 $ — $ 907,530 Restricted cash and cash equivalents 10,952 — 10,952 Accounts receivable, net 249 — 249 Prepaid in-kind services 63,358 — 63,358 Prepaid expenses and other current assets 3,716 — 3,716 Total current assets 985,805 — 985,805 Restricted cash and cash equivalents 4,000 — 4,000 Long-term deposits 17,453 — 17,453 Property and equipment, net 63,451 — 63,451 Intangible assets, net 62,466 — 62,466 Goodwill 5,238 — 5,238 Other assets 19 — 19 Total assets $ 1,138,432 $ — $ 1,138,432 Liabilities and stockholders' equity Current liabilities Accounts payable 10,277 — 10,277 Accrued expenses and other current liabilities 22,894 — 22,894 Customer deposits 6,913 — 6,913 Term note, current 4,100 — 4,100 Total current liabilities 44,184 — 44,184 Term note — — — Finance lease liabilities 14,237 — 14,237 Warrant liability — 13,110 13,110 Deferred tax liabilities, net 1,076 — 1,076 Total liabilities 59,497 13,110 72,607 Commitments and contingencies Stockholders' equity Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of September 30, 2020 and December 31, 2019 — — — Common stock, $0.0001 par value, 600,000,000 shares authorized, 384,083,110 and 270,826,092 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively 39 — 39 Additional paid-in capital 1,505,422 ( 21,698) 1,483,724 Accumulated deficit ( 426,526) 8,588 ( 417,938) Total stockholders' equity 1,078,935 ( 13,110) 1,065,825 Total liabilities and stockholders' equity $ 1,138,432 $ — $ 1,138,432 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Balance Sheet June 30, 2020 As Previously Reported (1) Adjustments As Restated Assets Current assets Cash and cash equivalents $ 698,386 $ — $ 698,386 Restricted cash and cash equivalents 8,896 — 8,896 Accounts receivable, net 424 — 424 Prepaid in-kind services 60,000 — 60,000 Prepaid expenses and other current assets 4,593 — 4,593 Total current assets 772,299 — 772,299 Restricted cash and cash equivalents — — — Long-term deposits 10,478 — 10,478 Property and equipment, net 62,049 — 62,049 Intangible assets, net 62,481 — 62,481 Goodwill 5,238 — 5,238 Prepaid in-kind services and other assets 14,759 — 14,759 Total assets $ 927,304 $ — $ 927,304 Liabilities and stockholders' equity Current liabilities — Accounts payable 7,575 — 7,575 Accrued expenses and other current liabilities 14,263 — 14,263 Customer deposits 4,982 — 4,982 Term note, current 4,100 — 4,100 Total current liabilities 30,920 — 30,920 Term note — — — Finance lease liability 14,506 — 14,506 Other long-term liabilities — — — Warrant liability — 50,855 50,855 Deferred tax liabilities, net 1,074 — 1,074 Total liabilities 46,500 50,855 97,355 Commitments and contingencies Stockholders' equity Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of June 30, 2020 and December 31, 2019 — — — Common stock, $0.0001 par value, 600,000,000 shares authorized, 360,910,639 and 270,826,092 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively 36 — 36 Additional paid-in capital 1,189,845 ( 21,698) 1,168,147 Accumulated deficit ( 309,077) ( 29,157) ( 338,234) Total stockholders' equity 880,804 ( 50,855) 829,947 Total liabilities and stockholders' equity $ 927,304 $ — $ 927,304 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Statements of Operations Nine Months Ended September 30, 2020 As Previously Reported (1) Adjustments As Restated Solar revenues $ 94 $ — $ 94 Cost of solar revenues 73 — 73 Gross Profit 21 — 21 Operating Expenses: Research and development 118,098 — 118,098 Selling, general and admin 117,821 — 117,821 Total Operating Expenses 235,919 — 235,919 Loss from operations ( 235,898) — ( 235,898) Other income (expense): Interest income (expense), net 255 — 255 Loss on forward contract liability ( 1,324) — ( 1,324) Revaluation of warrant liability — 8,588 8,588 Other income (expense), net ( 249) — ( 249) Loss before income taxes ( 237,216) 8,588 ( 228,628) Income tax expense (benefit) 4 — 4 Net Loss ( 237,220) 8,588 ( 228,632) Premium paid on repurchase of redeemable convertible preferred stock ( 13,407) — ( 13,407) Net loss attributable to common stockholders $ ( 250,627) $ 8,588 $ ( 242,039) Net loss per share attributable to common stockholders: Basic $ ( 0.79) $ 0.03 $ ( 0.76) Diluted $ ( 0.79) — ( 0.79) Weighted-average shares used to compute net loss per share attributable to common stockholders: Basic 318,315,891 — 318,315,891 Diluted 318,315,891 660,556 318,976,447 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Statements of Operations Six Months Ended June 30, 2020 As Previously Reported (1) Adjustments As Restated Solar revenues $ 94 $ — $ 94 Cost of solar revenues 73 — 73 Gross profit (loss) 21 21 Operating expenses: Research and development 66,602 — 66,602 Selling, general, and administrative 52,039 — 52,039 Total operating expenses 118,641 — 118,641 Loss from operations ( 118,620) — ( 118,620) Other income (expense): Interest income, net 84 — 84 Loss on forward contract liability ( 1,324) — ( 1,324) Revaluation of warrant liability — ( 29,157) ( 29,157) Other income (expense), net 91 — 91 Loss before income taxes ( 119,769) ( 29,157) ( 148,926) Income tax expense 2 — 2 Net loss $ ( 119,771) $ ( 29,157) $ ( 148,928) Premium paid on repurchase of redeemable convertible preferred stock $ ( 13,407) $ — $ ( 13,407) Net loss attributable to common stockholders, basic and diluted $ ( 133,178) $ ( 29,157) $ ( 162,335) Net loss per share attributable to common stockholders, basic and diluted $ ( 0.46) $ ( 0.10) $ ( 0.56) Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted 287,822,558 — 287,822,558 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Statement of Cash Flows Nine Months Ended September 30, 2020 As Previously Reported (1) Adjustments As Restated Cash flows from operating activities Net loss $ ( 237,220) $ 8,588 $ ( 228,632) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 4,424 — 4,424 Stock-based compensation 91,736 — 91,736 Deferred income taxes 4 — 4 Non-cash in-kind services 28,642 — 28,642 Loss on forward contract liability 1,324 — 1,324 Revaluation of warrant liability — ( 8,588) ( 8,588) Changes in operating assets and liabilities: Accounts receivable, net 521 — 521 Prepaid expenses and other current assets ( 250) — ( 250) Accounts payable, accrued expenses and other current liabilities 19,398 — 19,398 Customer deposits 6,823 — 6,823 Net cash used in operating activities ( 84,598) — ( 84,598) Cash flows from investing activities Purchases and deposits of property and equipment ( 15,180) — ( 15,180) Investment in joint venture ( 15) — ( 15) Net cash used in investing activities ( 15,195) — ( 15,195) Cash flows from financing activities Proceeds from issuance of Series D redeemable convertible preferred stock, net of issuance costs paid 50,349 — 50,349 Business Combination and PIPE financing, net of issuance costs paid 616,726 — 616,726 Proceeds from the exercise of stock options 2,204 — 2,204 Proceeds from the exercise of stock warrants, net of issuance costs paid 263,064 — 263,064 Proceeds from landlord of finance lease 889 — 889 Payments to landlord for finance lease ( 789) — ( 789) Proceeds from note payable 4,134 — 4,134 Payment of note payable ( 4,134) — ( 4,134) Net cash provided by financing activities 932,443 — 932,443 Net increase (decrease) in cash and cash equivalents, including restricted cash 832,650 — 832,650 Cash and cash equivalents, including restricted cash, beginning of period 89,832 — 89,832 Cash and cash equivalents, including restricted cash, end of period $ 922,482 $ — $ 922,482 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Statement of Cash Flows Six Months Ended June 30, 2020 As Previously Reported (1) Adjustments As Restated Cash flows from operating activities Net loss $ ( 119,771) $ ( 29,157) $ ( 148,928) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,926 — 2,926 Stock-based compensation 39,540 — 39,540 Deferred income taxes 2 — 2 Non-cash in-kind services 17,241 — 17,241 Loss on forward contract liability 1,324 — 1,324 Revaluation of warrant liability — 29,157 29,157 Changes in operating assets and liabilities: Accounts receivable, net 346 — 346 Prepaid expenses and other current assets ( 1,125) — ( 1,125) Accounts payable, accrued expenses and other current liabilities 9,064 — 9,064 Customer deposits 4,892 — 4,892 Net cash used in operating activities ( 45,561) — ( 45,561) Cash flows from investing activities Purchases and deposits of property and equipment ( 6,303) — ( 6,303) Net cash used in investing activities ( 6,303) — ( 6,303) Cash flows from financing activities Proceeds from issuance of Series D redeemable convertible preferred stock, net of issuance costs paid 50,349 — 50,349 Business Combination and PIPE financing, net of issuance costs paid 616,736 — 616,736 Proceeds from the exercise of stock options 1,884 — 1,884 Proceeds from landlord of finance lease 889 — 889 Payments to landlord for finance lease ( 544) — ( 544) Proceeds from note payable 4,134 — 4,134 Payment of note payable ( 4,134) — ( 4,134) Net cash provided by financing activities 669,314 — 669,314 Net increase (decrease) in cash and cash equivalents, including restricted cash 617,450 — 617,450 Cash and cash equivalents, including restricted cash, beginning of period 89,832 — 89,832 Cash and cash equivalents, including restricted cash, end of period $ 707,282 $ — $ 707,282 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Schedule of Cash and Cash Equivalents | The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of June 30, 2021 December 31, 2020 June 30, 2020 December 31, 2019 Cash and cash equivalents $ 632,694 $ 840,913 $ 698,386 $ 85,688 Restricted cash and cash equivalents – current — 4,365 8,896 — Restricted cash and cash equivalents – non-current — 4,000 — 4,144 Cash, cash equivalents and restricted cash and cash equivalents $ 632,694 $ 849,278 $ 707,282 $ 89,832 | The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of December 31, 2020 2019 Cash and cash equivalents $ 840,913 $ 85,688 Restricted cash—current 4,365 — Restricted cash and cash equivalents—non-current 4,000 4,144 Cash, cash equivalents and restricted cash and cash equivalents $ 849,278 $ 89,832 |
Restrictions on Cash and Cash Equivalents | The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of June 30, 2021 December 31, 2020 June 30, 2020 December 31, 2019 Cash and cash equivalents $ 632,694 $ 840,913 $ 698,386 $ 85,688 Restricted cash and cash equivalents – current — 4,365 8,896 — Restricted cash and cash equivalents – non-current — 4,000 — 4,144 Cash, cash equivalents and restricted cash and cash equivalents $ 632,694 $ 849,278 $ 707,282 $ 89,832 | The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of December 31, 2020 2019 Cash and cash equivalents $ 840,913 $ 85,688 Restricted cash—current 4,365 — Restricted cash and cash equivalents—non-current 4,000 4,144 Cash, cash equivalents and restricted cash and cash equivalents $ 849,278 $ 89,832 |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis | The carrying value and fair value of the Company’s financial instruments are as follows: As of June 30, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 608,985 $ — $ — $ 608,985 Liabilities Warrant liability $ — $ — $ 8,895 $ 8,895 As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 827,118 $ — $ — $ 827,118 Restricted cash equivalents – money market 4,100 — — 4,100 Liabilities Warrant liability $ — $ — $ 7,335 $ 7,335 | The carrying value of the Company's current assets and current liabilities approximate their fair value based on the short-term nature of those instruments. The following table summarizes the Company's financial instruments, measured on a recurring basis, as follows: As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents—money market $ 827,118 — — $ 827,118 Restricted cash equivalents—money market 4,100 — — 4,100 Liabilities Warrant liability $ — — 7,335 $ 7,335 As of December 31, 2019 Level 1 Level 2 Level 3 Total Assets Cash equivalents—money market $ 73,005 — — $ 73,005 Restricted cash equivalents—money market 4,144 — — 4,144 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a reconciliation of the ending balances for the Series A redeemable convertible preferred stock warrant liability measured at fair value: Redeemable Convertible Preferred Stock Warrant Liability Estimated fair value at December 31, 2018 $ 617 Change in estimated fair value 3,339 Exercise of Series A redeemable convertible preferred stock warrants ( 3,956) Estimated fair value at December 31, 2019 $ — Forward Contract Liability Estimated fair value at December 31, 2019 $ — Change in estimated fair value 1,324 Settlement of forward contract liability ( 1,324) Estimated fair value at December 31, 2020 $ — | |
Fair Value Measurement Inputs and Valuation Techniques | The following reflects the significant quantitative inputs used: As of April 10, 2020 Estimated future value of Series D redeemable convertible preferred stock $ 10.00 Discount rate — % Time to liquidity (years) 0 As of June 30, 2021 December 31, 2020 Stock price $ 18.06 $ 15.26 Exercise price $ 11.50 $ 11.50 Remaining term (in years) 3.93 4.42 Volatility 75 % 75 % Risk-free rate 0.65 % 0.30 % Expected dividend yield — % — % As of June 22, 2021 Stock price $ 17.32 Strike Price $ 14.86 Volatility 95 % Risk-free rate 0.10 % | The following table represents the significant unobservable inputs used in determining the fair value of the redeemable convertible preferred stock warrant liability: For the Year Ended December 31, 2020 2019 2018 Risk-free interest rate N/A 1.48% - 2.41% 2.63% Expected term (in years) N/A 0 - 0.75 1 Expected dividend yield N/A — — Expected volatility N/A 70% 70% As of April 10, 2020 December 31, 2019 Estimated future value of Series D redeemable convertible preferred stock $ 10.00 $ 9.74 Discount rate — % 1.56 % Time to liquidity (years) 0 0.3 As of December 31, 2020 2019 Stock price $ 15.26 N/A Exercise price $ 11.50 N/A Remaining term (in years) 4.42 N/A Volatility 75 % N/A Risk-free interest rate 0.30 % N/A Expected dividend yield — % N/A |
Property, Plant and Equipment | Property, plant and equipment consist of the following at June 30, 2021 and December 31, 2020: As of June 30, 2021 December 31, 2020 Machinery and equipment $ 16,441 $ 14,820 Furniture and fixtures 1,480 1,480 Leasehold improvements 2,838 1,488 Software 5,793 4,285 Finance lease assets 34,920 34,775 Construction-in-progress 114,841 21,218 Other 2,040 1,750 Property, plant and equipment, gross 178,353 79,816 Less: accumulated depreciation and amortization ( 11,986) ( 8,415) Total property, plant and equipment, net $ 166,367 $ 71,401 | Property and equipment is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over each asset's estimated useful life. Property and Equipment Useful life Machinery and equipment 5 - 20 years Furniture and fixtures 7 years Leasehold improvements Shorter of useful life or lease term Software 3 years Building 12 years Property and equipment consist of the following at December 31, 2020 and 2019, respectively: As of December 31, 2020 2019 Machinery and equipment $ 14,820 $ 13,483 Furniture and fixtures 1,480 1,228 Leasehold improvements 1,488 1,437 Software 4,285 1,909 Building — 33,248 Finance lease asset 34,775 — Construction-in-progress 21,218 4,264 Other 1,750 1,309 Property and equipment, gross 79,816 56,878 Less: accumulated depreciation and amortization ( 8,415) ( 3,500) Total property and equipment, net $ 71,401 $ 53,378 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | The change in fair value of the Warrant Liability was as follows: Warrant Liability Estimated fair value at December 31, 2020 7,335 Change in fair value 1,560 Estimated fair value at June 30, 2021 8,895 | The change in fair value of the Warrant Liability was as follows: Warrant Liability Estimated fair value at December 31, 2019 $ — Warrant liability assumed from the Business Combination 21,698 Change in estimated fair value ( 13,448) Settlement of warrant liability ( 915) Estimated fair value at December 31, 2020 $ 7,335 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Schedule of Business Acquisitions, by Acquisition | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the six months ended June 30, 2020: Recapitalization Cash - VectoIQ's trust and cash (net of redemptions) $ 238,358 Cash - PIPE 525,000 Less: transaction costs and advisory fees paid ( 51,200) Less: VectoIQ loan payoff in conjunction with close ( 422) Less: M&M Residual redemption ( 70,000) Less: Nimbus repurchase ( 25,000) Net Business Combination and PIPE financing 616,736 Less: non-cash net liabilities assumed from VectoIQ ( 21,919) Less: accrued transaction costs and advisory fees ( 295) Net contributions from Business Combination and PIPE financing $ 594,522 The number of shares of common stock issued immediately following the consummation of the Business Combination: Number of Shares Common stock, outstanding prior to Business Combination 22,986,574 Less: redemption of VectoIQ shares ( 2,702) Common stock of VectoIQ 22,983,872 VectoIQ Founder Shares 6,640,000 Shares issued in PIPE 52,500,000 Less: M&M Residual redemption ( 7,000,000) Less: Nimbus repurchase ( 2,850,930) Business Combination and PIPE financing shares 72,272,942 Legacy Nikola shares (1) 288,631,536 Total shares of common stock immediately after Business Combination 360,904,478 (1) The number of Legacy Nikola shares was determined from the 151,831,441 shares of Legacy Nikola common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 1.901. All fractional shares were rounded down. | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the period ended December 31, 2020: Recapitalization Cash - VectoIQ's trust and cash (net of redemptions) $ 238,358 Cash - PIPE 525,000 Less: transaction costs and advisory fees paid ( 51,210) Less: VectoIQ loan payoff in conjunction with close ( 422) Less: M&M Residual redemption ( 70,000) Less: Nimbus repurchase ( 25,000) Net Business Combination and PIPE financing 616,726 Less: non-cash net liabilities assumed from VectoIQ ( 21,919) Less: accrued transaction costs and advisory fees ( 285) Net contributions from Business Combination and PIPE financing $ 594,522 The number of shares of common stock issued immediately following the consummation of the Business Combination: Number of Shares Common stock, outstanding prior to Business Combination 22,986,574 Less: redemption of VectoIQ shares ( 2,702) Common stock of VectoIQ 22,983,872 VectoIQ Founder Shares 6,640,000 Shares issued in PIPE 52,500,000 Less: M&M Residual redemption ( 7,000,000) Less: Nimbus repurchase ( 2,850,930) Business Combination and PIPE financing shares 72,272,942 Legacy Nikola shares (1) 288,631,536 Total shares of common stock immediately after Business Combination 360,904,478 (1) The number of Legacy Nikola shares was determined from the 151,831,441 shares of Legacy Nikola common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 1.901. All fractional shares were rounded down. |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following at December 31, 2020 and 2019, respectively: As of December 31, 2020 2019 Materials and supplies $ — $ 1,872 Prepaid expenses and other current assets 5,368 2,663 Total prepaid expenses and other current assets $ 5,368 $ 4,535 | |
Property, Plant and Equipment | Property, plant and equipment consist of the following at June 30, 2021 and December 31, 2020: As of June 30, 2021 December 31, 2020 Machinery and equipment $ 16,441 $ 14,820 Furniture and fixtures 1,480 1,480 Leasehold improvements 2,838 1,488 Software 5,793 4,285 Finance lease assets 34,920 34,775 Construction-in-progress 114,841 21,218 Other 2,040 1,750 Property, plant and equipment, gross 178,353 79,816 Less: accumulated depreciation and amortization ( 11,986) ( 8,415) Total property, plant and equipment, net $ 166,367 $ 71,401 | Property and equipment is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over each asset's estimated useful life. Property and Equipment Useful life Machinery and equipment 5 - 20 years Furniture and fixtures 7 years Leasehold improvements Shorter of useful life or lease term Software 3 years Building 12 years Property and equipment consist of the following at December 31, 2020 and 2019, respectively: As of December 31, 2020 2019 Machinery and equipment $ 14,820 $ 13,483 Furniture and fixtures 1,480 1,228 Leasehold improvements 1,488 1,437 Software 4,285 1,909 Building — 33,248 Finance lease asset 34,775 — Construction-in-progress 21,218 4,264 Other 1,750 1,309 Property and equipment, gross 79,816 56,878 Less: accumulated depreciation and amortization ( 8,415) ( 3,500) Total property and equipment, net $ 71,401 $ 53,378 |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following at June 30, 2021 and December 31, 2020: As of June 30, 2021 December 31, 2020 Accrued payroll and payroll related expenses $ 1,739 $ 1,105 Accrued deferred issuance costs 637 285 Accrued outsourced engineering services 7,656 2,514 Accrued purchases of property, plant and equipment 5,181 2,533 Accrued legal expenses 8,547 8,845 Other accrued liabilities 1,804 2,457 Current portion of finance lease liabilities 1,161 1,070 Total accrued expenses and other current liabilities $ 26,725 $ 18,809 | Accrued expenses and other current liabilities consisted of the following at December 31, 2020 and 2019, respectively: As of December 31, 2020 2019 Accrued payroll and payroll related expenses $ 1,105 $ 1,385 Accrued stock issuance costs 285 4,695 Accrued outsourced engineering services 2,514 3,205 Accrued purchases of property and equipment 2,533 433 Accrued legal expenses 8,845 243 Other accrued expenses 2,457 804 Current portion of finance lease liability 1,070 — Current portion of BTS lease financing liability — 660 Total accrued expenses and other current liabilities $ 18,809 $ 11,425 |
Schedule of Inventory, Current | Inventory consists of the following: As of June 30, 2021 Raw materials $ 2,267 Work-in-process — Finished goods — Total inventory $ 2,267 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease, Cost | The following table summarizes the effects of finance lease costs in the Company's consolidated statements of operations for the year ended December 31, 2020: Consolidated Statements of Operations Caption Year Ended December 31, 2020 Selling, general and administrative 1,937 Research and development 1,375 Interest expense 782 Total finance lease cost 4,094 Consolidated Statements of Operations Caption Year Ended December 31, 2020 Selling, general and administrative 435 Research and development 309 Total variable lease costs 744 |
Assets And Liabilities, Lessee | Supplemental balance sheet information related to the lease was as follows: Classification As of December 31, 2020 Assets Finance lease asset Property and equipment, net 31,463 Total lease assets 31,463 Liabilities Current Accrued expenses and other current liabilities 1,070 Non-current Finance lease liabilities 13,956 Total lease liabilities 15,026 |
Finance Lease, Liability, Fiscal Year Maturity | Maturities of the Company's finance lease liability was as follows: Years Ended December 31, Lease Payments 2021 $ 1,797 2022 1,851 2023 1,905 2024 1,959 2025 2,013 Thereafter 9,532 Total lease payments $ 19,057 Less: imputed interest 4,031 Total lease liabilities $ 15,026 Less: current portion 1,070 Long-term lease liabilities $ 13,956 The Company has elected to exclude leases with terms less than 12 months in the measurement of the lease liability on the consolidated balance sheets under the short-term lease exclusion. For the year ended December 31, 2020, the Company expensed an immaterial amount to research and development on the consolidated statements of operations for leases with terms less than 12 months. The future minimum lease payments over the term of the Company's lease as of December 31, 2019 was as follows: Years Ended December 31, Lease Payments 2020 $ 1,739 2021 1,792 2022 1,846 2023 1,900 2024 1,954 Thereafter 11,712 Total $ 20,943 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows: As of December 31, 2020 Gross Carrying Accumulated Net Carrying Licenses $ 50,150 $ ( 100) $ 50,050 Total intangible assets $ 50,150 $ ( 100) $ 50,050 As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount In-process R&D $ 12,110 $ — $ 12,110 Trademarks 394 ( 71) 323 Licenses 50,150 ( 70) 50,080 Total intangible assets $ 62,654 $ ( 141) $ 62,513 |
Schedule of Indefinite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows: As of December 31, 2020 Gross Carrying Accumulated Net Carrying Licenses $ 50,150 $ ( 100) $ 50,050 Total intangible assets $ 50,150 $ ( 100) $ 50,050 As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount In-process R&D $ 12,110 $ — $ 12,110 Trademarks 394 ( 71) 323 Licenses 50,150 ( 70) 50,080 Total intangible assets $ 62,654 $ ( 141) $ 62,513 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense for all intangible assets subject to amortization in future years is expected to be: Years Ended December 31, Amortization 2021 $ 1,816 2022 7,163 2023 7,143 2024 7,143 2025 7,143 Thereafter 19,642 Total $ 50,050 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following as of December 31, 2020 and 2019: As of 2020 2019 Term note - current $ 4,100 $ — Term note - non-current — 4,100 Total debt $ 4,100 $ 4,100 |
STOCK-BASED COMPENSATION EXPE_2
STOCK-BASED COMPENSATION EXPENSE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company calculates the fair value of each option grant on the grant date using the following assumptions: Expected Term —The Company uses the simplified method when calculating expected term due to insufficient historical exercise data. Expected Volatility —As the Company's shares have limited history, the volatility is based on a benchmark of comparable companies within the automotive and energy storage industries. Expected Dividend Yield —The dividend rate used is zero as the Company does not have a history of paying dividends on its common stock and does not anticipate doing so in the foreseeable future. Risk-Free Interest Rate —The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. Years Ended 2020 2019 2018 Exercise price $1.05 - $9.66 $1.05 - $3.58 $1.05 Risk-free interest rate 0.1% - 1.7% 1.4% - 2.7% 2.3% - 3.0% Expected term (in years) 0.2 - 6.3 5.0 - 6.3 4.6 - 6.2 Expected dividend yield — — — Expected volatility 70.0% - 85.8% 70.0% - 85.1% 70% | |
Share-based Payment Arrangement, Option, Activity | Changes in stock options are as follows: Options Weighted Weighted Average Outstanding at December 31, 2020 32,529,224 $ 1.28 7.82 Granted — $ — Exercised 2,929,917 $ 1.24 Cancelled 39,617 $ 3.00 Outstanding at June 30, 2021 29,559,690 $ 1.29 7.37 Vested and exercisable as of June 30, 2021 28,782,924 $ 1.24 7.35 | Changes in stock options are as follows: Options Weighted Weighted Aggregate Outstanding at December 31, 2017 18,260,484 $ 1.58 9.35 $ — Granted 25,791,263 1.05 Exercised — — Cancelled 18,260,484 1.58 Outstanding at December 31, 2018 25,791,263 $ 1.05 9.54 $ 24,720 Granted 14,553,811 1.14 Exercised 1,266 1.05 Cancelled 330,983 1.06 Outstanding at December 31, 2019 40,012,825 $ 1.08 8.78 $ 99,999 Granted 1,582,496 5.31 Exercised 8,716,423 1.13 Cancelled 349,674 1.31 Outstanding at December 31, 2020 32,529,224 $ 1.28 7.82 $ 454,668 Vested and exercisable as of December 31, 2020 30,868,124 $ 1.23 7.79 $ 433,198 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Changes in RSUs are as follows: Number of RSUs Balance at December 31, 2020 5,026,531 Granted 6,691,926 Released 1,268,227 Cancelled 504,968 Balance at June 30, 2021 9,945,262 Number of Market Based RSUs Balance at December 31, 2020 13,317,712 Granted — Released — Cancelled — Balance at June 30, 2021 13,317,712 As of June 30, 2021, total unrecognized compensation expense was as follows: Unrecognized compensation expense Options $ 1,509 Market Based RSUs 225,096 RSUs 164,895 Total unrecognized compensation expense at June 30, 2021 $ 391,500 | The following table summarizes 2020 RSU activity: Number of RSUs Weighted-Average Grant Date Fair Value Balance at December 31, 2019 — $ — Granted 5,287,795 31.5 Released 194,306 43.3 Cancelled 66,958 24.9 Balance at December 31, 2020 5,026,531 $ 31.2 Year Ended Risk-free interest rate 0.2% - 0.3% Expected volatility 70.0% - 85.0% Number of Market Based RSUs Weighted-Average Grant Date Fair Value Balance at December 31, 2019 — — Granted 18,176,712 26.7 Released — — Cancelled 4,859,000 28.5 Balance at December 31, 2020 13,317,712 26.0 As of December 31, 2020, total unrecognized compensation expense and remaining weighted-average recognition period related to outstanding share-based awards were as follows: Unrecognized compensation expense Remaining weighted-average recognition period (years) Options $ 2,297 1.8 Market Based RSUs 283,035 2.5 RSUs 111,952 2.6 Total unrecognized compensation expense at December 31, 2020 $ 397,284 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 10,228 $ 2,880 $ 20,550 $ 3,238 Selling, general, and administrative 42,442 35,347 82,386 36,302 Total stock-based compensation expense $ 52,670 $ 38,227 $ 102,936 $ 39,540 | The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the years ending December 31, 2020, 2019 and 2018, respectively: Years Ended December 31, 2020 2019 2018 Research and development $ 15,862 $ 653 $ 513 Selling, general, and administrative 122,129 4,205 3,330 Total stock-based compensation expense $ 137,991 $ 4,858 $ 3,843 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income taxes for the years ended December 31, 2020, 2019 and 2018 consisted of the following: Years Ended December 31, 2020 2019 2018 Current tax provision Federal $ 36 $ — $ — State 1 1 1 Total current tax provision 37 1 1 Deferred tax provision Federal ( 492) 43 ( 1,963) State ( 571) 107 ( 40) Total deferred tax provision ( 1,063) 150 ( 2,003) Total income tax provision (benefit) $ ( 1,026) $ 151 $ ( 2,002) The reconciliation of taxes at the federal statutory rate to our provision for income taxes for the years ended December 31, 2020, 2019 and 2018 was as follows: Years Ended December 31, 2020 2019 2018 Tax at statutory federal rate $ ( 78,098) $ ( 18,586) $ ( 13,922) State tax, net of federal benefit ( 14,052) ( 4,649) ( 2,419) Stock-based compensation ( 7,652) 556 161 Section 162(m) limitation 1,834 — — Research and development credits, net of uncertain tax position ( 14,945) ( 5,915) — Warrant revaluation ( 2,824) — — Other 408 915 1 Change in valuation allowance 114,303 27,830 14,177 Total income tax provision (benefit) $ ( 1,026) $ 151 $ ( 2,002) |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities as of December 31, 2020 and 2019 consisted of the following: As of December 31, 2020 2019 Deferred tax assets: Federal and state income tax credits $ 21,279 $ 6,334 Net operating loss carryforward 132,471 41,444 Start-up costs capitalized 1,490 1,157 Stock-based compensation 8,260 1,816 Tenant allowance — 3,075 Finance lease liability 3,718 — Property and equipment, net 4,069 — Accrued expenses and other — 104 Total deferred tax assets 171,287 53,930 Valuation allowance ( 162,496) ( 47,672) Deferred tax assets, net of valuation allowance 8,791 6,258 Deferred tax liabilities: Intangible assets ( 1,020) ( 3,277) Finance lease asset ( 7,786) — Property and equipment — ( 4,053) Other 7 — Total deferred tax liabilities ( 8,799) ( 7,330) Deferred tax liabilities, net $ ( 8) $ ( 1,072) |
Summary of Income Tax Contingencies | The following table reflect changes in the unrecognized tax benefits: Years Ended December 31, 2020 2019 2018 Gross amount of unrecognized tax benefits as of the beginning of the year $ 432 $ 140 $ 140 Additions based on tax positions related to the current year 5,622 292 — Additions based on tax position from prior years 1,338 — — Gross amount of unrecognized tax benefits as of the end of the year $ 7,392 $ 432 $ 140 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | The following table presents the Company's commitments and contractual obligations as of December 31, 2020: Payments due by period as of December 31, 2020 Total Less than 1 Year 1 - 3 Years 3 - 5 Years More than 5 Years Purchase Obligations $ 31,161 $ 21,758 $ 9,403 $ — $ — $ 31,161 $ 21,758 $ 9,403 $ — $ — |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of the basic and diluted net loss per share for the three and six months ended June 30, 2021 and 2020. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ ( 143,231) $ ( 129,189) $ ( 263,455) $ ( 162,335) Less: revaluation of warrant liability — — — — Adjusted net loss $ ( 143,231) $ ( 129,189) $ ( 263,455) $ ( 162,335) Denominator: Weighted average shares outstanding, basic 394,577,711 303,785,616 393,390,377 287,822,558 Dilutive effect of common stock issuable from assumed exercise of warrants — — — — Weighted average shares outstanding, diluted 394,577,711 303,785,616 393,390,377 287,822,558 Net loss per share: Basic $ ( 0.36) $ ( 0.43) $ ( 0.67) $ ( 0.56) Diluted $ ( 0.36) $ ( 0.43) $ ( 0.67) $ ( 0.56) | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2020, 2019, and 2018. Years Ended December 31, 2020 2019 2018 As Restated Numerator: Net loss $ ( 370,866) $ ( 88,656) $ ( 64,293) Less: premium on repurchase of redeemable convertible preferred stock ( 13,407) ( 16,816) ( 166) Net loss attributable to common stockholders, basic $ ( 384,273) $ ( 105,472) $ ( 64,459) Less: revaluation of warrant liability ( 13,448) — — Net loss attributable to common shareholders, diluted $ ( 397,721) $ ( 105,472) $ ( 64,459) Denominator: Weighted average shares outstanding, basic 335,325,271 262,528,769 226,465,041 Dilutive effect of common stock issuable from assumed exercise of warrants 505,762 — — Weighted average shares outstanding, diluted 335,831,033 262,528,769 226,465,041 Net loss per share to common stockholders: Basic $ ( 1.15) $ ( 0.40) $ ( 0.28) Diluted $ ( 1.18) $ ( 0.40) $ ( 0.28) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Outstanding warrants 760,915 23,890,000 760,915 23,890,000 Stock options, including performance stock options 29,559,690 39,717,079 29,559,690 39,717,079 Restricted stock units, including market based RSUs 23,262,974 18,519,000 23,262,974 18,519,000 Total 53,583,579 82,126,079 53,583,579 82,126,079 | The following outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive. Years Ended December 31, 2020 2019 2018 Stock options, including performance stock options 32,529,224 40,012,825 25,791,263 Restricted stock units, including Market Based RSUs 18,344,243 — — 50,873,467 40,012,825 25,791,263 |
QUARTERLY FINANCIAL DATA (Table
QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following tables sets forth the unaudited consolidated statements of operations for each of the fiscal quarters in 2020 and 2019. Fiscal Quarter Ended December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019 As Restated As Restated As Restated Solar revenues — — 36 58 49 296 13 124 Cost of solar revenues — — 30 43 44 141 24 62 Gross profit — — 6 15 5 155 ( 11) 62 Operating Expenses: Research and development 67,521 51,496 42,525 24,077 22,781 9,482 11,854 23,397 Selling, general and administrative 64,903 65,782 44,104 7,935 5,154 3,693 5,344 6,501 Impairment expense 14,415 — — — — — — — Total operating expenses 146,839 117,278 86,629 32,012 27,935 13,175 17,198 29,898 Loss from operations ( 146,839) ( 117,278) ( 86,623) ( 31,997) ( 27,930) ( 13,020) ( 17,209) ( 29,836) Other income (expense): Interest income (expense), net ( 53) 171 22 62 374 411 338 333 Revaluation of Series A redeemable convertible preferred stock warrant liability — — — — — ( 2,844) 98 ( 593) Loss forward contract liability — — — ( 1,324) — — — — Revaluation of warrant liability 4,860 37,745 ( 29,157) — — — — — Other income (expense), net ( 597) ( 340) ( 23) 114 1,278 85 9 1 Loss before income taxes and equity in net loss of affiliate ( 142,629) ( 79,702) ( 115,781) ( 33,145) ( 26,278) ( 15,368) ( 16,764) ( 30,095) Income tax expense (benefit) ( 1,030) 2 1 1 1 146 2 2 Loss before equity in net loss of affiliate ( 141,599) ( 79,704) ( 115,782) ( 33,146) ( 26,279) ( 15,514) ( 16,766) ( 30,097) Equity in net loss of affiliate ( 637) — — — — — — — Net loss ( 142,236) ( 79,704) ( 115,782) ( 33,146) ( 26,279) ( 15,514) ( 16,766) ( 30,097) Premium paid on repurchase of redeemable convertible preferred stock — — ( 13,407) — ( 16,816) — — — Net loss attributable to common stockholders ( 142,236) ( 79,704) ( 129,189) ( 33,146) ( 43,095) ( 15,514) ( 16,766) ( 30,097) Net loss per share attributable to common stockholders: Basic $ ( 0.37) $ ( 0.21) $ ( 0.43) $ ( 0.12) $ ( 0.16) $ ( 0.06) $ ( 0.06) $ ( 0.12) Diluted $ ( 0.38) $ ( 0.31) $ ( 0.43) ( 0.12) ( 0.16) ( 0.06) ( 0.06) ( 0.12) Weighted-average shares used to compute net loss per share attributable to common stockholders: Basic 385,983,645 377,660,477 303,785,616 271,896,258 268,698,455 260,534,724 260,406,343 260,406,343 Diluted 386,323,048 378,286,678 303,785,616 271,896,258 268,698,455 260,534,724 260,406,343 260,406,343 |
Schedule of Error Corrections and Prior Period Adjustments | The amounts originally reported were derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Original Form 10-K”), filed with the SEC on February 25, 2021 (in thousands, except per share amounts): Consolidated Balance Sheet December 31, 2020 As Previously Reported Adjustments As Restated Liabilities and stockholders' equity Warrant liability — 7,335 7,335 Total liabilities 66,237 7,335 73,572 Additional paid-in capital 1,560,820 ( 20,783) 1,540,037 Accumulated deficit ( 573,622) 13,448 ( 560,174) Total stockholders' equity 987,476 ( 7,335) 980,141 Total liabilities and stockholders' equity 1,053,713 — 1,053,713 Consolidated Statement of Operations Year Ended December 31, 2020 As Previously Reported Adjustments As Restated Revaluation of warrant liability — 13,448 13,448 Loss before income taxes and equity in net loss of affiliate ( 384,703) 13,448 ( 371,255) Loss before equity in net loss of affiliate ( 383,677) 13,448 ( 370,229) Net loss ( 384,314) 13,448 ( 370,866) Net loss attributable to common stockholders ( 397,721) 13,448 ( 384,273) Net loss per share attributable to common stockholders: Basic ( 1.19) 0.04 ( 1.15) Diluted ( 1.19) 0.01 ( 1.18) Weighted average shares used to compute net loss per share attributable to common stockholders Basic 335,325,271 — 335,325,271 Diluted 335,325,271 505,762 335,831,033 Consolidated Statement of Comprehensive Loss Year Ended December 31, 2020 As Previously Reported Adjustments As Restated Net loss ( 384,314) 13,448 ( 370,866) Comprehensive loss ( 384,075) 13,448 ( 370,627) Consolidated Statement of Stockholders' Equity December 31, 2020 As Previously Reported Adjustments As Restated Additional paid-in capital 1,560,820 ( 20,783) 1,540,037 Accumulated deficit ( 573,622) 13,448 ( 560,174) Total stockholders' equity 987,476 ( 7,335) 980,141 Consolidated Statement of Cash Flows Year Ended December 31, 2020 As Previously Reported Adjustments As Restated Cash flows form operating activities Net loss ( 384,314) 13,448 ( 370,866) Adjustments to reconcile net loss to net cash used in operating activities: Revaluation of warrant liability — ( 13,448) ( 13,448) Net cash used in operating activities ( 150,533) — ( 150,533) In lieu of filing amended Quarterly Reports on Form 10-Q for the quarters ended June 30, 2020 and September 30, 2020, the following tables represent the Company’s restated consolidated financial statements (unaudited) for each of the restated quarters for the periods ended December 31, September 30, and June 30, 2020. Refer to Note 1, Restatement of Consolidated Financial Statements , for additional information. Impacted Financial Statement Line Items for Fiscal Quarters Ended Three Months Ended December 31, 2020 As Previously Reported (1) Adjustments As Restated Revaluation of warrant liability $ — $ 4,860 $ 4,860 Loss before income taxes and equity in net loss of affiliate ( 147,489) 4,860 ( 142,629) Loss before equity in net loss of affiliate ( 146,459) 4,860 ( 141,599) Net loss ( 147,096) 4,860 ( 142,236) Net loss attributable to common stockholders ( 147,096) 4,860 ( 142,236) Net loss per share attributable to common stockholders: Basic $ ( 0.38) $ 0.01 $ ( 0.37) Diluted $ ( 0.38) $ — $ ( 0.38) Weighted-average shares used to compute net loss per share attributable to common stockholders: Diluted 385,983,645 339,403 386,323,048 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Three Months Ended September 30, 2020 As Previously Reported (1) Adjustments As Restated Revaluation of warrant liability $ — $ 37,745 $ 37,745 Loss before income taxes and equity in net loss of affiliate ( 117,447) 37,745 ( 79,702) Loss before equity in net loss of affiliate ( 117,449) 37,745 ( 79,704) Net loss ( 117,449) 37,745 ( 79,704) Net loss attributable to common stockholders ( 117,449) 37,745 ( 79,704) Net loss per share attributable to common stockholders: Basic $ ( 0.31) $ 0.10 $ ( 0.21) Diluted $ ( 0.31) $ — $ ( 0.31) Weighted-average shares used to compute net loss per share attributable to common stockholders: Diluted 377,660,477 626,201 378,286,678 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Three Months Ended June 30, 2020 As Previously Reported (1) Adjustments As Restated Revaluation of warrant liability $ — $ ( 29,157) $ ( 29,157) Loss before income taxes and equity in net earnings (loss) of affiliate ( 86,624) ( 29,157) ( 115,781) Loss before equity in earnings (loss) of affiliate ( 86,625) ( 29,157) ( 115,782) Net loss ( 86,625) ( 29,157) ( 115,782) Net loss attributable to common stockholders ( 100,032) ( 29,157) ( 129,189) Net loss per share attributable to common stockholders: Basic $ ( 0.33) $ ( 0.10) $ ( 0.43) Diluted $ ( 0.33) $ ( 0.10) $ ( 0.43) (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Balance Sheet September 30, 2020 As Previously Reported (1) Adjustments As Restated Assets Current assets Cash and cash equivalents $ 907,530 $ — $ 907,530 Restricted cash and cash equivalents 10,952 — 10,952 Accounts receivable, net 249 — 249 Prepaid in-kind services 63,358 — 63,358 Prepaid expenses and other current assets 3,716 — 3,716 Total current assets 985,805 — 985,805 Restricted cash and cash equivalents 4,000 — 4,000 Long-term deposits 17,453 — 17,453 Property and equipment, net 63,451 — 63,451 Intangible assets, net 62,466 — 62,466 Goodwill 5,238 — 5,238 Other assets 19 — 19 Total assets $ 1,138,432 $ — $ 1,138,432 Liabilities and stockholders' equity Current liabilities Accounts payable 10,277 — 10,277 Accrued expenses and other current liabilities 22,894 — 22,894 Customer deposits 6,913 — 6,913 Term note, current 4,100 — 4,100 Total current liabilities 44,184 — 44,184 Term note — — — Finance lease liabilities 14,237 — 14,237 Warrant liability — 13,110 13,110 Deferred tax liabilities, net 1,076 — 1,076 Total liabilities 59,497 13,110 72,607 Commitments and contingencies Stockholders' equity Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of September 30, 2020 and December 31, 2019 — — — Common stock, $0.0001 par value, 600,000,000 shares authorized, 384,083,110 and 270,826,092 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively 39 — 39 Additional paid-in capital 1,505,422 ( 21,698) 1,483,724 Accumulated deficit ( 426,526) 8,588 ( 417,938) Total stockholders' equity 1,078,935 ( 13,110) 1,065,825 Total liabilities and stockholders' equity $ 1,138,432 $ — $ 1,138,432 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Balance Sheet June 30, 2020 As Previously Reported (1) Adjustments As Restated Assets Current assets Cash and cash equivalents $ 698,386 $ — $ 698,386 Restricted cash and cash equivalents 8,896 — 8,896 Accounts receivable, net 424 — 424 Prepaid in-kind services 60,000 — 60,000 Prepaid expenses and other current assets 4,593 — 4,593 Total current assets 772,299 — 772,299 Restricted cash and cash equivalents — — — Long-term deposits 10,478 — 10,478 Property and equipment, net 62,049 — 62,049 Intangible assets, net 62,481 — 62,481 Goodwill 5,238 — 5,238 Prepaid in-kind services and other assets 14,759 — 14,759 Total assets $ 927,304 $ — $ 927,304 Liabilities and stockholders' equity Current liabilities — Accounts payable 7,575 — 7,575 Accrued expenses and other current liabilities 14,263 — 14,263 Customer deposits 4,982 — 4,982 Term note, current 4,100 — 4,100 Total current liabilities 30,920 — 30,920 Term note — — — Finance lease liability 14,506 — 14,506 Other long-term liabilities — — — Warrant liability — 50,855 50,855 Deferred tax liabilities, net 1,074 — 1,074 Total liabilities 46,500 50,855 97,355 Commitments and contingencies Stockholders' equity Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of June 30, 2020 and December 31, 2019 — — — Common stock, $0.0001 par value, 600,000,000 shares authorized, 360,910,639 and 270,826,092 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively 36 — 36 Additional paid-in capital 1,189,845 ( 21,698) 1,168,147 Accumulated deficit ( 309,077) ( 29,157) ( 338,234) Total stockholders' equity 880,804 ( 50,855) 829,947 Total liabilities and stockholders' equity $ 927,304 $ — $ 927,304 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Statements of Operations Nine Months Ended September 30, 2020 As Previously Reported (1) Adjustments As Restated Solar revenues $ 94 $ — $ 94 Cost of solar revenues 73 — 73 Gross Profit 21 — 21 Operating Expenses: Research and development 118,098 — 118,098 Selling, general and admin 117,821 — 117,821 Total Operating Expenses 235,919 — 235,919 Loss from operations ( 235,898) — ( 235,898) Other income (expense): Interest income (expense), net 255 — 255 Loss on forward contract liability ( 1,324) — ( 1,324) Revaluation of warrant liability — 8,588 8,588 Other income (expense), net ( 249) — ( 249) Loss before income taxes ( 237,216) 8,588 ( 228,628) Income tax expense (benefit) 4 — 4 Net Loss ( 237,220) 8,588 ( 228,632) Premium paid on repurchase of redeemable convertible preferred stock ( 13,407) — ( 13,407) Net loss attributable to common stockholders $ ( 250,627) $ 8,588 $ ( 242,039) Net loss per share attributable to common stockholders: Basic $ ( 0.79) $ 0.03 $ ( 0.76) Diluted $ ( 0.79) — ( 0.79) Weighted-average shares used to compute net loss per share attributable to common stockholders: Basic 318,315,891 — 318,315,891 Diluted 318,315,891 660,556 318,976,447 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Statements of Operations Six Months Ended June 30, 2020 As Previously Reported (1) Adjustments As Restated Solar revenues $ 94 $ — $ 94 Cost of solar revenues 73 — 73 Gross profit (loss) 21 21 Operating expenses: Research and development 66,602 — 66,602 Selling, general, and administrative 52,039 — 52,039 Total operating expenses 118,641 — 118,641 Loss from operations ( 118,620) — ( 118,620) Other income (expense): Interest income, net 84 — 84 Loss on forward contract liability ( 1,324) — ( 1,324) Revaluation of warrant liability — ( 29,157) ( 29,157) Other income (expense), net 91 — 91 Loss before income taxes ( 119,769) ( 29,157) ( 148,926) Income tax expense 2 — 2 Net loss $ ( 119,771) $ ( 29,157) $ ( 148,928) Premium paid on repurchase of redeemable convertible preferred stock $ ( 13,407) $ — $ ( 13,407) Net loss attributable to common stockholders, basic and diluted $ ( 133,178) $ ( 29,157) $ ( 162,335) Net loss per share attributable to common stockholders, basic and diluted $ ( 0.46) $ ( 0.10) $ ( 0.56) Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted 287,822,558 — 287,822,558 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Statement of Cash Flows Nine Months Ended September 30, 2020 As Previously Reported (1) Adjustments As Restated Cash flows from operating activities Net loss $ ( 237,220) $ 8,588 $ ( 228,632) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 4,424 — 4,424 Stock-based compensation 91,736 — 91,736 Deferred income taxes 4 — 4 Non-cash in-kind services 28,642 — 28,642 Loss on forward contract liability 1,324 — 1,324 Revaluation of warrant liability — ( 8,588) ( 8,588) Changes in operating assets and liabilities: Accounts receivable, net 521 — 521 Prepaid expenses and other current assets ( 250) — ( 250) Accounts payable, accrued expenses and other current liabilities 19,398 — 19,398 Customer deposits 6,823 — 6,823 Net cash used in operating activities ( 84,598) — ( 84,598) Cash flows from investing activities Purchases and deposits of property and equipment ( 15,180) — ( 15,180) Investment in joint venture ( 15) — ( 15) Net cash used in investing activities ( 15,195) — ( 15,195) Cash flows from financing activities Proceeds from issuance of Series D redeemable convertible preferred stock, net of issuance costs paid 50,349 — 50,349 Business Combination and PIPE financing, net of issuance costs paid 616,726 — 616,726 Proceeds from the exercise of stock options 2,204 — 2,204 Proceeds from the exercise of stock warrants, net of issuance costs paid 263,064 — 263,064 Proceeds from landlord of finance lease 889 — 889 Payments to landlord for finance lease ( 789) — ( 789) Proceeds from note payable 4,134 — 4,134 Payment of note payable ( 4,134) — ( 4,134) Net cash provided by financing activities 932,443 — 932,443 Net increase (decrease) in cash and cash equivalents, including restricted cash 832,650 — 832,650 Cash and cash equivalents, including restricted cash, beginning of period 89,832 — 89,832 Cash and cash equivalents, including restricted cash, end of period $ 922,482 $ — $ 922,482 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. Consolidated Statement of Cash Flows Six Months Ended June 30, 2020 As Previously Reported (1) Adjustments As Restated Cash flows from operating activities Net loss $ ( 119,771) $ ( 29,157) $ ( 148,928) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,926 — 2,926 Stock-based compensation 39,540 — 39,540 Deferred income taxes 2 — 2 Non-cash in-kind services 17,241 — 17,241 Loss on forward contract liability 1,324 — 1,324 Revaluation of warrant liability — 29,157 29,157 Changes in operating assets and liabilities: Accounts receivable, net 346 — 346 Prepaid expenses and other current assets ( 1,125) — ( 1,125) Accounts payable, accrued expenses and other current liabilities 9,064 — 9,064 Customer deposits 4,892 — 4,892 Net cash used in operating activities ( 45,561) — ( 45,561) Cash flows from investing activities Purchases and deposits of property and equipment ( 6,303) — ( 6,303) Net cash used in investing activities ( 6,303) — ( 6,303) Cash flows from financing activities Proceeds from issuance of Series D redeemable convertible preferred stock, net of issuance costs paid 50,349 — 50,349 Business Combination and PIPE financing, net of issuance costs paid 616,736 — 616,736 Proceeds from the exercise of stock options 1,884 — 1,884 Proceeds from landlord of finance lease 889 — 889 Payments to landlord for finance lease ( 544) — ( 544) Proceeds from note payable 4,134 — 4,134 Payment of note payable ( 4,134) — ( 4,134) Net cash provided by financing activities 669,314 — 669,314 Net increase (decrease) in cash and cash equivalents, including restricted cash 617,450 — 617,450 Cash and cash equivalents, including restricted cash, beginning of period 89,832 — 89,832 Cash and cash equivalents, including restricted cash, end of period $ 707,282 $ — $ 707,282 (1) As previously reported amounts includes impact of adoption of ASC 842 as of January 1, 2020. |
Investments, Equity Method and
Investments, Equity Method and Joint Ventures (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity in net loss of affiliates on the consolidated statements of operations for the three and six months ended June 30, 2021 and 2020, is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Equity in net loss of affiliates $ ( 1,126) $ — $ ( 1,920) $ — |
Reconciliation of the Fair Value of the Company's Investment in WVR | The Company's interest in WVR is accounted for under the equity method and is included in investment in affiliates on the consolidated balance sheets. As of the WVR Closing Date, the fair value of the Company's investment in WVR was approximately $57.4 million, which consists of the Company's cash, common stock consideration, and the Put Right. The common stock consideration subject to the Put Right was classified as temporary equity on the consolidated balance sheets for $13.2 million which includes the fair value of the embedded Put Right of $3.2 million. Refer below for a reconciliation of the fair value of the Company's investment in WVR: Investment in WVR Common stock issued for investment in affiliates including common stock subject to Put Right $ 29,139 Cash consideration for investment in affiliates 25,000 Fair value of cash and common stock consideration for WVR 54,139 Fair value of embedded Put Right 3,237 Total investment in affiliates $ 57,376 |
RESTATEMENT OF CONSOLIDATED F_3
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS - Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Liabilities and stockholders' equity | |||||||||
Warrant liability | $ 8,895 | $ 7,335 | |||||||
Liabilities | 107,185 | 73,572 | $ 72,607 | $ 97,355 | $ 33,922 | ||||
Stockholders' equity | |||||||||
Additional paid-in capital | 1,668,362 | 1,540,037 | 1,483,724 | 1,168,147 | 383,961 | ||||
Accumulated deficit | (823,629) | (560,174) | (417,938) | (338,234) | (188,480) | ||||
Total stockholders' equity | 844,777 | $ 912,283 | 980,141 | 1,065,825 | 829,947 | $ 193,526 | 195,508 | $ 186,240 | $ 41,856 |
Total liabilities and stockholders' equity | $ 965,199 | 1,053,713 | 1,138,432 | 927,304 | 229,430 | ||||
As Previously Reported | |||||||||
Liabilities and stockholders' equity | |||||||||
Warrant liability | 0 | ||||||||
Liabilities | 66,237 | 59,497 | 46,500 | ||||||
Stockholders' equity | |||||||||
Additional paid-in capital | 1,560,820 | 1,505,422 | 1,189,845 | ||||||
Accumulated deficit | (573,622) | (426,526) | (309,077) | ||||||
Total stockholders' equity | 987,476 | 1,078,935 | 880,804 | $ (221,138) | $ (188,479) | $ (31,206) | |||
Total liabilities and stockholders' equity | 1,053,713 | 1,138,432 | 927,304 | ||||||
Adjustments | |||||||||
Liabilities and stockholders' equity | |||||||||
Warrant liability | 7,335 | ||||||||
Liabilities | 7,335 | 13,110 | 50,855 | ||||||
Stockholders' equity | |||||||||
Additional paid-in capital | (20,783) | (21,698) | (21,698) | ||||||
Accumulated deficit | 13,448 | 8,588 | (29,157) | ||||||
Total stockholders' equity | (7,335) | (13,110) | (50,855) | ||||||
Total liabilities and stockholders' equity | $ 0 | $ 0 | $ 0 |
RESTATEMENT OF CONSOLIDATED F_4
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS - Consolidated Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | $ (2,511) | $ (29,157) | $ (1,560) | $ (29,157) | $ 13,448 | ||||||||||
Loss before income taxes and equity in net loss of affiliates | (142,103) | $ (142,629) | $ (79,702) | (115,781) | $ (33,145) | $ (26,278) | $ (15,368) | $ (16,764) | $ (30,095) | (261,532) | (148,926) | (371,255) | $ (88,505) | $ (66,295) | |
Loss before equity in net loss of affiliates | (142,105) | (141,599) | (79,704) | (115,782) | (33,146) | (26,279) | (15,514) | (16,766) | (30,097) | (261,535) | (148,928) | (370,229) | (88,656) | (64,293) | |
Net loss attributable to common stockholders | (143,231) | (142,236) | (79,704) | (115,782) | (33,146) | (26,279) | (15,514) | (16,766) | (30,097) | (263,455) | (148,928) | $ (228,632) | (370,866) | (88,656) | (64,293) |
Net loss attributable to common stockholders | $ (143,231) | $ (142,236) | $ (79,704) | $ (129,189) | $ (33,146) | $ (43,095) | $ (15,514) | $ (16,766) | $ (30,097) | $ (263,455) | $ (162,335) | $ (242,039) | $ (384,273) | $ (105,472) | $ (64,459) |
Net loss per share attributable to common stockholders: | |||||||||||||||
Basic (in dollars per share) | $ (0.36) | $ (0.37) | $ (0.21) | $ (0.43) | $ (0.12) | $ (0.16) | $ (0.06) | $ (0.06) | $ (0.12) | $ (0.67) | $ (0.56) | $ (0.76) | $ (1.15) | $ (0.40) | $ (0.28) |
Diluted (in dollars per share) | $ (0.36) | $ (0.38) | $ (0.31) | $ (0.43) | $ (0.12) | $ (0.16) | $ (0.06) | $ (0.06) | $ (0.12) | $ (0.67) | $ (0.56) | $ (0.79) | $ (1.18) | $ (0.40) | $ (0.28) |
Weighted average shared used to compute net loss per share attributable to common stockholders: | |||||||||||||||
Basic (in shares) | 394,577,711 | 385,983,645 | 377,660,477 | 303,785,616 | 271,896,258 | 268,698,455 | 260,534,724 | 260,406,343 | 260,406,343 | 393,390,377 | 287,822,558 | 318,315,891 | 335,325,271 | 262,528,769 | 226,465,041 |
Diluted (in shares) | 394,577,711 | 386,323,048 | 378,286,678 | 303,785,616 | 271,896,258 | 268,698,455 | 260,534,724 | 260,406,343 | 260,406,343 | 393,390,377 | 287,822,558 | 318,976,447 | 335,831,033 | 262,528,769 | 226,465,041 |
VectoIQ Warrants | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | $ 4,860 | $ 37,745 | $ (29,157) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (29,157) | $ 8,588 | $ 13,448 | $ 0 | $ 0 | ||
As Previously Reported | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | 0 | ||||||||||||||
Loss before income taxes and equity in net loss of affiliates | (147,489) | (117,447) | (86,624) | (384,703) | |||||||||||
Loss before equity in net loss of affiliates | (146,459) | (117,449) | (86,625) | (383,677) | |||||||||||
Net loss attributable to common stockholders | (147,096) | (117,449) | (86,625) | (119,771) | (237,220) | (384,314) | |||||||||
Net loss attributable to common stockholders | $ (147,096) | $ (117,449) | $ (100,032) | (133,178) | $ (250,627) | $ (397,721) | |||||||||
Net loss per share attributable to common stockholders: | |||||||||||||||
Basic (in dollars per share) | $ (0.38) | $ (0.31) | $ (0.33) | $ (0.79) | $ (1.19) | ||||||||||
Diluted (in dollars per share) | $ (0.38) | $ (0.31) | $ (0.33) | $ (0.79) | $ (1.19) | ||||||||||
Weighted average shared used to compute net loss per share attributable to common stockholders: | |||||||||||||||
Basic (in shares) | 318,315,891 | 335,325,271 | |||||||||||||
Diluted (in shares) | 385,983,645 | 377,660,477 | 318,315,891 | 335,325,271 | |||||||||||
As Previously Reported | VectoIQ Warrants | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | $ 0 | $ 0 | $ 0 | 0 | $ 0 | $ 0 | |||||||||
Adjustments | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | 13,448 | ||||||||||||||
Loss before income taxes and equity in net loss of affiliates | 4,860 | 37,745 | (29,157) | 13,448 | |||||||||||
Loss before equity in net loss of affiliates | 4,860 | 37,745 | (29,157) | 13,448 | |||||||||||
Net loss attributable to common stockholders | 4,860 | 37,745 | (29,157) | (29,157) | 8,588 | 13,448 | |||||||||
Net loss attributable to common stockholders | $ 4,860 | $ 37,745 | $ (29,157) | (29,157) | $ 8,588 | $ 13,448 | |||||||||
Net loss per share attributable to common stockholders: | |||||||||||||||
Basic (in dollars per share) | $ 0.01 | $ 0.10 | $ (0.10) | $ 0.03 | $ 0.04 | ||||||||||
Diluted (in dollars per share) | $ 0 | $ 0 | $ (0.10) | $ 0 | $ 0.01 | ||||||||||
Weighted average shared used to compute net loss per share attributable to common stockholders: | |||||||||||||||
Basic (in shares) | 0 | 0 | |||||||||||||
Diluted (in shares) | 339,403 | 626,201 | 660,556 | 505,762 | |||||||||||
Adjustments | VectoIQ Warrants | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | $ 4,860 | $ 37,745 | $ (29,157) | $ (29,157) | $ 8,588 | $ 13,448 |
RESTATEMENT OF CONSOLIDATED F_5
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS - Consolidated Statement of Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss attributable to common stockholders | $ (143,231) | $ (142,236) | $ (79,704) | $ (115,782) | $ (33,146) | $ (26,279) | $ (15,514) | $ (16,766) | $ (30,097) | $ (263,455) | $ (148,928) | $ (228,632) | $ (370,866) | $ (88,656) | $ (64,293) |
Comprehensive loss | $ (143,153) | (115,782) | $ (263,690) | (148,928) | (370,627) | $ (88,656) | $ (64,293) | ||||||||
As Previously Reported | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss attributable to common stockholders | (147,096) | (117,449) | (86,625) | (119,771) | (237,220) | (384,314) | |||||||||
Comprehensive loss | (384,075) | ||||||||||||||
Adjustments | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss attributable to common stockholders | $ 4,860 | $ 37,745 | $ (29,157) | $ (29,157) | $ 8,588 | 13,448 | |||||||||
Comprehensive loss | $ 13,448 |
RESTATEMENT OF CONSOLIDATED F_6
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS - Consolidated Statement of Stockholders' Equity (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Stockholders' equity | $ 844,777 | $ 912,283 | $ 980,141 | $ 1,065,825 | $ 829,947 | $ 193,526 | $ 195,508 | $ 186,240 | $ 41,856 |
Additional Paid-in Capital | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Stockholders' equity | 1,668,362 | 1,592,716 | 1,540,037 | 1,168,147 | 415,953 | 383,961 | 284,779 | 76,107 | |
Accumulated Deficit | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Stockholders' equity | $ (823,629) | $ (680,398) | (560,174) | (338,236) | (222,454) | (188,480) | $ (98,565) | (34,272) | |
As Previously Reported | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Stockholders' equity | 987,476 | 1,078,935 | 880,804 | (221,138) | (188,479) | (31,206) | |||
As Previously Reported | Additional Paid-in Capital | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Stockholders' equity | 1,560,820 | 1,315 | 0 | 3,065 | |||||
As Previously Reported | Accumulated Deficit | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Stockholders' equity | (573,622) | $ (222,454) | $ (188,480) | $ (34,272) | |||||
Adjustments | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Stockholders' equity | (7,335) | $ (13,110) | $ (50,855) | ||||||
Adjustments | Additional Paid-in Capital | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Stockholders' equity | (20,783) | ||||||||
Adjustments | Accumulated Deficit | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Stockholders' equity | $ 13,448 |
RESTATEMENT OF CONSOLIDATED F_7
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS - Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||||||||||||||
Net loss | $ (143,231) | $ (142,236) | $ (79,704) | $ (115,782) | $ (33,146) | $ (26,279) | $ (15,514) | $ (16,766) | $ (30,097) | $ (263,455) | $ (148,928) | $ (228,632) | $ (370,866) | $ (88,656) | $ (64,293) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||||
Revaluation of Series A redeemable convertible preferred stock warrant liability | $ 2,511 | 29,157 | 1,560 | 29,157 | (13,448) | ||||||||||
Net cash used in operating activities | $ (125,974) | (45,561) | (84,598) | (150,533) | $ (80,627) | $ (54,019) | |||||||||
As Previously Reported | |||||||||||||||
Cash flows from operating activities | |||||||||||||||
Net loss | (147,096) | (117,449) | (86,625) | (119,771) | (237,220) | (384,314) | |||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||||
Revaluation of Series A redeemable convertible preferred stock warrant liability | 0 | ||||||||||||||
Net cash used in operating activities | (45,561) | (84,598) | (150,533) | ||||||||||||
Adjustments | |||||||||||||||
Cash flows from operating activities | |||||||||||||||
Net loss | $ 4,860 | $ 37,745 | $ (29,157) | (29,157) | 8,588 | 13,448 | |||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||||
Revaluation of Series A redeemable convertible preferred stock warrant liability | (13,448) | ||||||||||||||
Net cash used in operating activities | $ 0 | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION - Narrative (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 03, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | Jun. 22, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)business_unitsegment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jan. 01, 2020USD ($) |
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||||
Number of reporting units | business_unit | 2 | ||||||||
Number of operating segments | segment | 1 | ||||||||
Cash and cash equivalents | $ 698,386,000 | $ 698,386,000 | $ 840,913,000 | $ 85,688,000 | $ 632,694,000 | $ 907,530,000 | |||
Restricted cash and cash equivalents – current | 8,896,000 | 8,896,000 | 4,365,000 | 0 | 0 | 10,952,000 | |||
Restricted cash and cash equivalents – non-current | 0 | 0 | 4,000,000 | 4,144,000 | 0 | 4,000,000 | |||
Deposits | 300,000 | 0 | 0 | ||||||
Goodwill impairment | 0 | 0 | $ 0 | ||||||
Impairment of indefinite-lived intangible assets | 0 | 0 | 0 | ||||||
Impairment of long-lived assets held-for-use | 0 | 0 | |||||||
Advertising expense | 700,000 | 2,500,000 | 200,000 | ||||||
Foreign currency loss | 800,000 | 0 | 0 | ||||||
Finance lease asset | 31,463,000 | ||||||||
Finance lease, liability | 15,026,000 | ||||||||
Accumulated deficit | 338,234,000 | 338,234,000 | 560,174,000 | 188,480,000 | 823,629,000 | $ 417,938,000 | |||
Common stock issued for investment in affiliates including common stock subject to Put Right | 0 | 0 | $ 0 | 0 | 0 | 13,237,000 | |||
Trademarks | |||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||||
Useful life | 12 years | ||||||||
Warrant Liability | |||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||||
Change in estimated fair value | $ 0 | (3,339,000) | $ 3,500,000 | ||||||
Mandatorily Redeemable Preferred Stock | |||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||||
Change in estimated fair value | $ 0 | $ (1,300,000) | 1,324,000 | ||||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||||
Finance lease asset | $ 34,800,000 | ||||||||
Finance lease, liability | $ 16,000,000 | ||||||||
Accumulated deficit | 800,000 | ||||||||
Net Assets | 32,400,000 | ||||||||
Financing liability | 12,800,000 | ||||||||
Pinal Land Holdings, LLC | |||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||||
Restricted cash and cash equivalents – non-current | $ 4,000,000 | 0 | $ 0 | ||||||
Minimum | Licenses | |||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||||
Useful life | 5 years | ||||||||
Maximum | Licenses | |||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||||
Useful life | 7 years | ||||||||
Money Market | |||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||||
Restricted cash and cash equivalents – current | $ 4,100,000 | ||||||||
Restricted cash and cash equivalents – non-current | $ 4,100,000 | ||||||||
Wabash Valley Resources | |||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||||
Equity method investment, ownership percentage | 20.00% | ||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 14.86 | ||||||||
Blackout period | 90 days | ||||||||
Exercise period | 10 days | ||||||||
Common stock issued for investment in affiliates including common stock subject to Put Right | $ 13,200,000 | ||||||||
Wabash Valley Resources | Put Option | |||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||||
Common stock issued for investment in affiliates including common stock subject to Put Right | $ 3,200,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | |||||||
Cash and cash equivalents | $ 632,694 | $ 840,913 | $ 907,530 | $ 698,386 | $ 85,688 | ||
Restricted cash and cash equivalents – current | 0 | 4,365 | 10,952 | 8,896 | 0 | ||
Restricted cash and cash equivalents – non-current | 0 | 4,000 | 4,000 | 0 | 4,144 | ||
Cash, cash equivalents and restricted cash and cash equivalents | $ 632,694 | $ 849,278 | $ 922,482 | $ 707,282 | $ 89,832 | $ 173,956 | $ 31,653 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities [Abstract] | |||
Warrant liability | $ 8,895 | $ 7,335 | |
Money Market | |||
Assets | |||
Cash equivalents – money market | 608,985 | 827,118 | $ 73,005 |
Level 1 | |||
Liabilities [Abstract] | |||
Warrant liability | 0 | 0 | |
Level 1 | Money Market | |||
Assets | |||
Cash equivalents – money market | 608,985 | 827,118 | 73,005 |
Level 2 | |||
Liabilities [Abstract] | |||
Warrant liability | 0 | 0 | |
Level 2 | Money Market | |||
Assets | |||
Cash equivalents – money market | 0 | 0 | 0 |
Level 3 | |||
Liabilities [Abstract] | |||
Warrant liability | 8,895 | 7,335 | |
Level 3 | Money Market | |||
Assets | |||
Cash equivalents – money market | $ 0 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Redeemable Convertible Stock Warrant Liability (Details) - Warrant Liability - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Estimated fair value at beginning of period | $ 0 | $ 617 | |
Change in estimated fair value | $ 0 | 3,339 | $ (3,500) |
Exercise of Series A redeemable convertible preferred stock warrants | (3,956) | ||
Estimated fair value at end of period | $ 0 | $ 617 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Unobservable Inputs Redeemable Convertible Preferred Stock Warrant Liability (Details) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Remaining term (in years) | 3 years 11 months 4 days | 4 years 5 months 1 day | ||
Warrant Liability | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Remaining term (in years) | 1 year | |||
Warrant Liability | Minimum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Remaining term (in years) | 0 years | |||
Warrant Liability | Maximum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Remaining term (in years) | 9 months | |||
Risk-free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.0065 | 0.0030 | ||
Risk-free interest rate | Warrant Liability | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.0263 | |||
Risk-free interest rate | Warrant Liability | Minimum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.0148 | |||
Risk-free interest rate | Warrant Liability | Maximum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.0241 | |||
Expected dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 | ||
Expected dividend yield | Warrant Liability | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 | ||
Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.75 | 0.75 | ||
Expected volatility | Warrant Liability | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.70 | 0.70 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Change in Fair Value of Convertible Preferred Stock (Details) - Mandatorily Redeemable Preferred Stock - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Estimated fair value at beginning of period | $ 0 | $ 0 | |
Change in estimated fair value | $ 0 | $ (1,300) | 1,324 |
Settlement of forward contract liability | (1,324) | ||
Estimated fair value at end of period | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimates and Assumptions Impacting Fair Value of Series D Preferred Stock (Details) | Jun. 30, 2020 | Apr. 10, 2020 | Dec. 31, 2019 |
Estimated future value of Series D redeemable convertible preferred stock | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial instruments subject to mandatory redemption, measurement input | 10 | 10 | 9.74 |
Discount rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial instruments subject to mandatory redemption, measurement input | 0 | 0 | 0.0156 |
Time to liquidity (years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial instruments subject to mandatory redemption, measurement input | 0 | 0 | 0.3 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 20 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Finance lease assets | |
Property, Plant and Equipment [Line Items] | |
Useful life | 12 years |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Warrant Liabilities (Details) - Warrant Liability - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Estimated fair value at beginning of period | $ 0 | $ 617 | ||
Change in estimated fair value | 0 | (3,339) | $ 3,500 | |
Settlement of warrant liability | 3,956 | |||
Estimated fair value at end of period | 0 | $ 617 | ||
VectoIQ | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Estimated fair value at beginning of period | $ 7,335 | 0 | ||
Warrant liability assumed from the Business Combination | 21,698 | |||
Change in estimated fair value | (1,560) | (13,448) | ||
Settlement of warrant liability | (915) | |||
Estimated fair value at end of period | $ 8,895 | $ 7,335 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Warrants, Inputs & Assumptions (Details) | Jun. 30, 2021$ / shares | Dec. 31, 2020 | Dec. 31, 2020$ / shares | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Remaining term (in years) | 3 years 11 months 4 days | 4 years 5 months 1 day | ||
Stock price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 18.06 | 15.26 | 15.26 | |
Exercise price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 11.50 | 11.50 | 11.50 | |
Volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.75 | 0.75 | ||
Risk-free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.0065 | 0.0030 | ||
Expected dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) $ / shares in Units, $ in Millions | Jun. 03, 2020USD ($)$ / sharesshares | Jun. 02, 2020$ / sharesshares | Jun. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Sep. 30, 2020$ / sharesshares | Jun. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||||||
Conversion of stock, conversion ratio | 1.901 | ||||||
Common stock and preferred stock, shares authorized (in shares) | 750,000,000 | 750,000,000 | 750,000,000 | ||||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | |
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | |
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Nimbus Holdings, LLC | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock repurchased during the period (in shares) | 2,850,930 | 2,850,930 | |||||
Shares repurchased, price per share (in dollars per share) | $ / shares | $ 8.77 | ||||||
Stock repurchased during the period | $ | $ 25 | ||||||
M&M Residual, LLC | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock repurchased during the period (in shares) | 7,000,000 | ||||||
Shares repurchased, price per share (in dollars per share) | $ / shares | $ 10 | $ 10 | |||||
Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 52,500,000 | ||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 | ||||||
Sale of stock, consideration received on transaction | $ | $ 525 |
BUSINESS COMBINATIONS - Reconci
BUSINESS COMBINATIONS - Reconciliation to Statement of Cash Flows and Statement of Equity (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||||||
Cash - PIPE | $ 525,000 | $ 525,000 | ||||
Less: VectoIQ loan payoff in conjunction with close | (422) | (422) | ||||
Net Business Combination and PIPE financing | $ 0 | 616,736 | $ 616,726 | 616,726 | $ 0 | $ 0 |
Less: non-cash net liabilities assumed from VectoIQ | 0 | (21,919) | (21,919) | 0 | 0 | |
Less: accrued transaction costs and advisory fees | $ 0 | (295) | (285) | $ 0 | $ 0 | |
Net contributions from Business Combination and PIPE financing | 594,522 | 594,522 | ||||
M&M Residual, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Repurchase and redemption of stock | (70,000) | (70,000) | ||||
Nimbus Holdings, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Repurchase and redemption of stock | (25,000) | (25,000) | ||||
VectoIQ | ||||||
Business Acquisition [Line Items] | ||||||
Cash - VectoIQ's trust and cash (net of redemptions) | 238,358 | 238,358 | ||||
Less: transaction costs and advisory fees paid | (51,200) | (51,210) | ||||
Less: non-cash net liabilities assumed from VectoIQ | $ (21,919) | $ (21,919) |
BALANCE SHEET COMPONENTS - Prep
BALANCE SHEET COMPONENTS - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Materials and supplies | $ 0 | $ 1,872 | |||
Prepaid expenses and other current assets | 5,368 | 2,663 | |||
Total prepaid expenses and other current assets | $ 9,776 | $ 5,368 | $ 3,716 | $ 4,593 | $ 4,535 |
BALANCE SHEET COMPONENTS - Narr
BALANCE SHEET COMPONENTS - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($)a | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)a | Dec. 31, 2018USD ($) | Feb. 28, 2019a | |
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Materials and supplies expense | $ 1,900 | $ 0 | ||||||||||||||
Implementation cost capitalized | $ 500 | $ 0 | 500 | 0 | ||||||||||||
Depreciation and amortization | $ 3,710 | $ 2,926 | $ 4,424 | 6,008 | 2,323 | $ 625 | ||||||||||
Impairment expense | $ 14,415 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 14,415 | $ 0 | 0 | |||||
Depreciation | $ 1,900 | $ 1,500 | $ 3,600 | $ 2,900 | ||||||||||||
Coolidge, Arizona | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Area of land | a | 430 | 430 | 430 | |||||||||||||
Construction In Progress And Machinery And Equipment | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Tangible asset impairment charges | $ 2,000 | |||||||||||||||
Impairment expense | $ 0 | $ 0 |
BALANCE SHEET COMPONENTS - Prop
BALANCE SHEET COMPONENTS - Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 178,353 | $ 79,816 | |||
Finance lease asset | 34,775 | ||||
Property and equipment, gross | 79,816 | $ 56,878 | |||
Less: accumulated depreciation and amortization | (8,415) | (3,500) | |||
Total property and equipment, net | 71,401 | 53,378 | |||
Less: accumulated depreciation and amortization | (11,986) | (8,415) | |||
Total property, plant and equipment, net | 166,367 | 71,401 | $ 63,451 | $ 62,049 | 53,378 |
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 16,441 | 14,820 | 13,483 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 1,480 | 1,480 | 1,228 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 2,838 | 1,488 | 1,437 | ||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 5,793 | 4,285 | 1,909 | ||
Finance lease assets | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 34,920 | 34,775 | 33,248 | ||
Construction-in-progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 114,841 | 21,218 | 4,264 | ||
Other | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 2,040 | $ 1,750 | $ 1,309 |
BALANCE SHEET COMPONENTS - Accr
BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accrued payroll and payroll related expenses | $ 1,739 | $ 1,105 | $ 1,385 | ||
Accrued deferred issuance costs | 637 | 285 | 4,695 | ||
Accrued outsourced engineering services | 7,656 | 2,514 | 3,205 | ||
Accrued purchases of property, plant and equipment | 5,181 | 2,533 | 433 | ||
Accrued legal expenses | 8,547 | 8,845 | 243 | ||
Other accrued liabilities | 1,804 | 2,457 | 804 | ||
Current portion of finance lease liabilities | 1,161 | 1,070 | |||
Current portion of BTS lease financing liability | 660 | ||||
Total accrued expenses and other current liabilities | $ 26,725 | $ 18,809 | $ 22,894 | $ 14,263 | $ 11,425 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 28, 2018USD ($)lease_term | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 11 years 9 months | ||||||
Number of terms | lease_term | 2 | ||||||
Renewal term | 5 years | ||||||
Option to purchase, period | 36 months | ||||||
Remaining lease term | 9 years 6 months | ||||||
Discount rate | 5.00% | ||||||
Operating cash flows from finance leases | $ 800 | ||||||
Property, plant and equipment, gross | $ 178,353 | 79,816 | |||||
Payments to acquire property and equipment | 64,787 | $ 6,303 | $ 15,180 | 22,324 | $ 21,100 | $ 9,155 | |
Capital lease obligations, current | 660 | ||||||
Minimum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Option to purchase, purchase price | $ 23,700 | ||||||
Maximum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Option to purchase, purchase price | $ 25,100 | ||||||
Finance lease assets | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Property, plant and equipment, gross | $ 34,920 | $ 34,775 | 33,248 | ||||
Payments to acquire property and equipment | 20,800 | ||||||
Other Noncurrent Liabilities | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Capital lease obligations, noncurrent | 11,700 | ||||||
Accrued Expenses And Other Current Liabilities | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Capital lease obligations, current | $ 700 |
LEASES - Finance Lease Cost (De
LEASES - Finance Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |
Interest expense | $ 782 |
Total finance lease cost | 4,094 |
Selling, general, and administrative | |
Lessee, Lease, Description [Line Items] | |
Finance lease, right-of-use asset, amortization | 1,937 |
Research and development | |
Lessee, Lease, Description [Line Items] | |
Finance lease, right-of-use asset, amortization | $ 1,375 |
LEASES - Variable Lease Cost (D
LEASES - Variable Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |
Total variable lease costs | $ 744 |
Selling, general, and administrative | |
Lessee, Lease, Description [Line Items] | |
Total variable lease costs | 435 |
Research and development | |
Lessee, Lease, Description [Line Items] | |
Total variable lease costs | $ 309 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 |
Leases [Abstract] | ||||
Finance lease asset | $ 31,463 | |||
Current portion of finance lease liabilities | $ 1,161 | 1,070 | ||
Finance lease liabilities | $ 13,491 | 13,956 | $ 14,237 | $ 14,506 |
Total lease liabilities | $ 15,026 | |||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net | |||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesAndOtherLiabilities | |||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Finance lease liabilities |
LEASES - Maturity of Finance Le
LEASES - Maturity of Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 |
Leases [Abstract] | ||||
2021 | $ 1,797 | |||
2022 | 1,851 | |||
2023 | 1,905 | |||
2024 | 1,959 | |||
2025 | 2,013 | |||
Thereafter | 9,532 | |||
Total lease payments | 19,057 | |||
Less: imputed interest | 4,031 | |||
Total lease liabilities | 15,026 | |||
Less: current portion | $ 1,161 | 1,070 | ||
Long-term lease liabilities | $ 13,491 | $ 13,956 | $ 14,237 | $ 14,506 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 1,739 |
2021 | 1,792 |
2022 | 1,846 |
2023 | 1,900 |
2024 | 1,954 |
Thereafter | 11,712 |
Total | $ 20,943 |
INTANGIBLE ASSETS, NET - Schedu
INTANGIBLE ASSETS, NET - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||||
Accumulated Amortization | $ (100) | $ (141) | |||
Net Carrying Amount | 50,050 | ||||
Gross Carrying Amount | 50,150 | 62,654 | |||
Total intangible assets | $ 50,000 | 50,050 | $ 62,466 | $ 62,481 | 62,513 |
Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 394 | ||||
Accumulated Amortization | (71) | ||||
Net Carrying Amount | 323 | ||||
Licenses | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 50,150 | 50,150 | |||
Accumulated Amortization | (100) | (70) | |||
Net Carrying Amount | $ 50,050 | 50,080 | |||
In-process R&D | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets (excluding goodwill) | $ 12,110 |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of indefinite-lived intangible assets | $ 0 | $ 0 | $ 0 | |
Impairment of intangible assets, finite-lived | 0 | $ 0 | ||
Intangible assets, net | $ 50,050 | |||
Series D Preferred Stock | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Stock issued during period (in shares) | 25,661,448 | 5,132,291 | ||
In-process R&D | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of indefinite-lived intangible assets | 12,100 | |||
S-Way platform license | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, net | $ 50,000 | |||
Useful life | 7 years | |||
Trademarks | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets, finite-lived | $ 300 | |||
Intangible assets, net | $ 323 | |||
Useful life | 12 years |
INTANGIBLE ASSETS, NET - Amorti
INTANGIBLE ASSETS, NET - Amortization of Intangible Assets (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 1,816 |
2022 | 7,163 |
2023 | 7,143 |
2024 | 7,143 |
2025 | 7,143 |
Thereafter | 19,642 |
Net Carrying Amount | $ 50,050 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Payments to acquire joint venture | $ 15 | $ 8,817 | $ 0 | $ 0 | |||||||||||
Equity method investments | $ 63,639 | $ 8,420 | $ 0 | $ 63,639 | 8,420 | 0 | |||||||||
Equity in net loss of affiliates | (1,126) | $ (637) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | (1,920) | $ 0 | $ (637) | $ 0 | $ 0 | |
Nikola Iveco Europe B.V. | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | |||||||||||||
Payments to acquire joint venture | $ 8,800 | $ 8,800 | |||||||||||||
Equity method investments | 6,300 | $ 8,400 | 6,300 | 8,400 | |||||||||||
Equity in net loss of affiliates | $ (1,126) | $ 0 | $ (1,920) | $ 0 | $ (600) | ||||||||||
Nikola Iveco Europe B.V. | Nikola Iveco Europe B.V. | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | 50.00% | 50.00% | |||||||||||
Equity method investment, volume and profit allocation percentage | 50.00% | 50.00% | 50.00% | 50.00% | |||||||||||
Iveco | Nikola Iveco Europe B.V. | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | |||||||||||||
Iveco | Nikola Iveco Europe B.V. | Nikola Iveco Europe B.V. | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | 50.00% | 50.00% | |||||||||||
Equity method investment, volume and profit allocation percentage | 50.00% | 50.00% | 50.00% | 50.00% |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 22, 2020shares | Jun. 03, 2020$ / sharesshares | Jun. 02, 2020$ / shares | Jun. 30, 2020USD ($) | May 31, 2020shares | Mar. 31, 2020USD ($)$ / sharesshares | Oct. 31, 2019USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018shares | Nov. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($)$ / shares | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017 | Aug. 31, 2018 | ||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Options granted (in shares) | shares | 0 | 1,582,496 | 14,553,811 | 25,791,263 | |||||||||||||||||||||||||||
Total stock-based compensation expense | $ 52,670 | $ 38,227 | $ 102,936 | $ 39,540 | $ 137,991 | $ 4,858 | $ 3,843 | ||||||||||||||||||||||||
Granted (in dollars per share) | $ / shares | $ 0 | $ 5.31 | $ 1.14 | $ 1.05 | |||||||||||||||||||||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 6.92 | $ 0.75 | $ 0.39 | ||||||||||||||||||||||||||||
Options, weighted average remaining contractual term | 7 years 4 months 13 days | 7 years 9 months 25 days | 8 years 9 months 10 days | 9 years 6 months 14 days | 9 years 4 months 6 days | ||||||||||||||||||||||||||
Series D redeemable convertible preferred stock in exchange for licensed technology (in shares) | shares | 5,132,289 | ||||||||||||||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs (in shares) | shares | 22,877,806 | ||||||||||||||||||||||||||||||
Less: Premium on repurchase of redeemable convertible preferred stock | 0 | $ 0 | $ 0 | 13,407 | $ 0 | $ 16,816 | $ 0 | $ 0 | $ 0 | $ 0 | 13,407 | $ 13,407 | $ 13,407 | $ 16,816 | $ 166 | ||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Sale of stock, consideration received on transaction, value of in-kind services | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs (in shares) | shares | 5,215,933 | [1] | 6,581,340 | 6,581,340 | [2] | 6,671,998 | [2] | 47,801,632 | [2] | ||||||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution (in shares) | shares | 7,390,436 | [1] | 9,443,353 | 9,443,353 | [2] | 5,953,515 | [2] | ||||||||||||||||||||||||
Series D Preferred Stock | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Stock issued during period (in shares) | shares | 25,661,448 | 5,132,291 | |||||||||||||||||||||||||||||
Sale of stock, consideration received on transaction, license value | $ 50,000 | ||||||||||||||||||||||||||||||
Sale of stock, consideration received on transaction, value of in-kind services | 100,000 | $ 50,000 | |||||||||||||||||||||||||||||
Sale of stock, consideration received on transaction | $ 100,000 | $ 50,000 | |||||||||||||||||||||||||||||
Series D redeemable convertible preferred stock in exchange for licensed technology (in shares) | shares | 5,132,289 | 5,132,289 | 5,953,515 | ||||||||||||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs (in shares) | shares | 5,132,291 | ||||||||||||||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution (in shares) | shares | 7,390,436 | 9,443,353 | |||||||||||||||||||||||||||||
Convertible preferred stock per share (in usd per share) | $ / shares | $ 9.74 | $ 9.74 | |||||||||||||||||||||||||||||
Series B Preferred Stock | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Payments for repurchase of preferred stock and preference stock | $ 4,200 | ||||||||||||||||||||||||||||||
M&M Residual, LLC | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Stock repurchased during the period (in shares) | shares | 7,000,000 | ||||||||||||||||||||||||||||||
Shares repurchased, price per share (in dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||||||||||||||||||
Performance Shares | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Options granted (in shares) | shares | 0 | ||||||||||||||||||||||||||||||
Chief Executive Officer | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Accounts receivable, related parties, current | $ 0 | 50 | $ 0 | $ 50 | |||||||||||||||||||||||||||
Chief Executive Officer | Reissued Performance Stock | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Options granted (in shares) | shares | 180,153 | 6,005,139 | |||||||||||||||||||||||||||||
Total stock-based compensation expense | $ 7,200 | ||||||||||||||||||||||||||||||
Chief Executive Officer | Performance Shares | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Granted (in dollars per share) | $ / shares | $ 1.39 | ||||||||||||||||||||||||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 1.20 | ||||||||||||||||||||||||||||||
Options, weighted average remaining contractual term | 6 years 5 months 1 day | ||||||||||||||||||||||||||||||
Affiliated Entity | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Accounts payable, related parties | $ 2,800 | 600 | 2,800 | 600 | |||||||||||||||||||||||||||
Stock repurchased during the period (in shares) | shares | 2,850,930 | ||||||||||||||||||||||||||||||
Shares repurchased, price per share (in dollars per share) | $ / shares | $ 8.77 | ||||||||||||||||||||||||||||||
Stock repurchased during the period | $ 25,000 | ||||||||||||||||||||||||||||||
Accrued expenses with related parties | 800 | 500 | 800 | 500 | |||||||||||||||||||||||||||
Affiliated Entity | Common Stock | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution, gross | $ 72,000 | $ 92,000 | $ 92,000 | 8,000 | |||||||||||||||||||||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution (in shares) | shares | 9,443,353 | ||||||||||||||||||||||||||||||
Affiliated Entity | Series D Preferred Stock | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Percentage of financing redeemed | 0.05 | 0.05 | 0.05 | ||||||||||||||||||||||||||||
Affiliated Entity | Series B Preferred Stock | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Temporary equity repurchased (in shares) | shares | 3,575,750 | ||||||||||||||||||||||||||||||
Temporary equity repurchased, price per share (in usd per share) | $ / shares | $ 8.77 | ||||||||||||||||||||||||||||||
Share price as percentage of financing | 0.90 | 0.90 | 0.90 | ||||||||||||||||||||||||||||
Temporary equity repurchased and retired during period, value | $ 31,400 | ||||||||||||||||||||||||||||||
Former Executive Chairman | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Payments for repurchase of preferred stock and preference stock | 1,400 | ||||||||||||||||||||||||||||||
Notes receivable, related parties | $ 2,500 | ||||||||||||||||||||||||||||||
Former Executive Chairman | Series B Preferred Stock | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Stock repurchased during the period (in shares) | shares | 983,699 | ||||||||||||||||||||||||||||||
Shares repurchased, price per share (in dollars per share) | $ / shares | $ 4.23 | ||||||||||||||||||||||||||||||
Stock repurchased during the period | $ 4,200 | ||||||||||||||||||||||||||||||
Aircraft Charter | Chief Executive Officer | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Related party transaction, expenses from transactions with related party | 100 | 200 | $ 1,600 | 200 | $ 0 | ||||||||||||||||||||||||||
Accounts payable, related parties | 0 | 30 | 0 | 30 | |||||||||||||||||||||||||||
Prepaid In-Kind Services | Affiliated Entity | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Related party transaction, expenses from transactions with related party | 14,800 | 10,500 | 27,700 | 17,200 | 45,700 | 8,000 | |||||||||||||||||||||||||
Due from Related Parties | $ 18,500 | $ 46,300 | $ 0 | $ 18,500 | 46,300 | 0 | |||||||||||||||||||||||||
Related Party Research And Development Expense | Affiliated Entity | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Related party transaction, expenses from transactions with related party | $ 5,600 | $ 6,500 | $ 15,100 | $ 14,100 | $ 0 | ||||||||||||||||||||||||||
Payments For Interest | Former Executive Chairman | |||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||
Related party transaction, amounts of transaction | $ 300 | ||||||||||||||||||||||||||||||
[1] | Issuance of Series D redeemable convertible preferred stock has been retroactively restated to give effect to the recapitalization transaction. | ||||||||||||||||||||||||||||||
[2] | (1) Issuance of redeemable convertible preferred stock and convertible preferred stock warrants have been retroactively restated to give effect to the recapitalization transaction. |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | |||||
Term note - current | $ 0 | $ 4,100 | $ 4,100 | $ 4,100 | $ 0 |
Term note - non-current | 0 | $ 0 | $ 0 | 4,100 | |
Total debt | $ 4,100 | $ 4,100 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | Apr. 30, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | Feb. 28, 2019 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2018 |
Debt Instrument [Line Items] | ||||||||||||
Interest rate, stated percentage | 3.00% | |||||||||||
Proceeds from issuance of debt | $ 0 | $ 4,134,000 | $ 4,134,000 | $ 4,134,000 | $ 0 | $ 4,100,000 | ||||||
Notes Payable to Banks | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount | $ 0 | $ 4,100,000 | $ 4,100,000 | |||||||||
Interest rate, stated percentage | 2.43% | |||||||||||
Extension term | 1 year | 1 year | ||||||||||
Repayments of long-term debt | $ 4,100,000 | |||||||||||
Notes Payable to Banks | Paycheck Protection Program, CARES Act | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate, stated percentage | 0.98% | 0.98% | ||||||||||
Proceeds from issuance of debt | $ 4,100,000 | |||||||||||
Repayments of long-term debt | $ 4,100,000 |
STOCK-BASED COMPENSATION EXPE_3
STOCK-BASED COMPENSATION EXPENSE - Narrative (Details) $ / shares in Units, $ in Thousands | May 06, 2020shares | Jun. 30, 2020USD ($)milestone | Jun. 30, 2021USD ($)daymilestoneshares | Dec. 31, 2020$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($)milestone | Jun. 30, 2021USD ($)daymilestone$ / sharesshares | Jun. 30, 2020USD ($)milestone | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares authorized (in shares) | 42,802,865 | |||||||||||
Maximum period of annual share authorization increases | 10 years | |||||||||||
Maximum annual basis increase | 0.025 | |||||||||||
Outstanding options (in shares) | 29,559,690 | 32,529,224 | 29,559,690 | 32,529,224 | 40,012,825 | 25,791,263 | 18,260,484 | |||||
Options granted (in shares) | 0 | 1,582,496 | 14,553,811 | 25,791,263 | ||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 6.92 | $ 0.75 | $ 0.39 | |||||||||
Exercise of stock options (in shares) | 2,929,917 | 8,716,423 | 1,266 | 0 | ||||||||
Exercises in period, intrinsic value | $ | $ 132,700 | |||||||||||
Vested in period, fair value | $ | $ 27,000 | $ 4,300 | $ 4,000 | |||||||||
Weighted average exercise price of options granted (in dollars per share) | $ / shares | $ 0 | $ 5.31 | $ 1.14 | $ 1.05 | ||||||||
Options, weighted average remaining contractual term | 7 years 4 months 13 days | 7 years 9 months 25 days | 8 years 9 months 10 days | 9 years 6 months 14 days | 9 years 4 months 6 days | |||||||
Total stock-based compensation expense | $ | $ 52,670 | $ 38,227 | $ 102,936 | $ 39,540 | $ 137,991 | $ 4,858 | $ 3,843 | |||||
Accelerated share-based compensation cost | $ | $ 8,100 | |||||||||||
2017 Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Expiration period | 10 years | 10 years | ||||||||||
Minimum | 2017 Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Exercise period | 1 year | 1 year | ||||||||||
Maximum | 2017 Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Exercise period | 4 years | 4 years | ||||||||||
ESPP | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares authorized (in shares) | 4,000,000 | |||||||||||
Maximum annual basis increase | 0.010 | |||||||||||
Performance Shares | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Outstanding options (in shares) | 5,090,182 | 5,090,182 | 5,153,485 | 5,628,735 | ||||||||
Options granted (in shares) | 0 | |||||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 0.63 | $ 0.63 | $ 0.63 | $ 0.63 | ||||||||
Performance Shares | Chief Executive Officer | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | 1.20 | |||||||||||
Weighted average exercise price of options granted (in dollars per share) | $ / shares | $ 1.39 | |||||||||||
Options, weighted average remaining contractual term | 6 years 5 months 1 day | |||||||||||
Time-Based Restricted Stock Units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 31.2 | $ 31.2 | $ 0 | |||||||||
Total stock-based compensation expense | $ | $ (500) | |||||||||||
Award vesting period | 1 year | 3 years | 3 years | |||||||||
Grants in period (in shares) | 6,691,926 | 5,287,795 | ||||||||||
Stock-based compensation, expense reversal | $ | $ 16,500 | |||||||||||
Nonvested RSU's (in shares) | 9,945,262 | 5,026,531 | 9,945,262 | 5,026,531 | 0 | |||||||
Time-Based Restricted Stock Units | Minimum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Award vesting period | 1 year | |||||||||||
Time-Based Restricted Stock Units | Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Award vesting period | 3 years | |||||||||||
Market Based RSUs | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 26 | $ 26 | $ 0 | |||||||||
Total stock-based compensation expense | $ | $ (3,500) | |||||||||||
Award vesting period | 3 years | |||||||||||
Grants in period (in shares) | 0 | 18,176,712 | ||||||||||
Number of award vesting milestones | milestone | 3 | 3 | 3 | 3 | 3 | |||||||
Vesting threshold, consecutive trading days | 20 days | |||||||||||
Shares granted, value | $ | $ 485,100 | |||||||||||
RSU's cancelled (in shares) | 4,859,000 | |||||||||||
Nonvested RSU's (in shares) | 13,317,712 | 13,317,712 | 13,317,712 | 13,317,712 | 0 | |||||||
Vesting threshold trading days | day | 20 | 20 | ||||||||||
Market Based RSUs | Minimum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Risk-free interest rate | 0.20% | |||||||||||
Market Based RSUs | Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Risk-free interest rate | 0.30% | |||||||||||
Share-based Payment Arrangement, Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||||||||
Share-based Payment Arrangement, Option | Minimum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Risk-free interest rate | 0.10% | 1.40% | 2.30% | |||||||||
Share-based Payment Arrangement, Option | Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Risk-free interest rate | 1.70% | 2.70% | 3.00% | |||||||||
Time Based Options | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Award vesting period | 36 months |
STOCK-BASED COMPENSATION EXPE_4
STOCK-BASED COMPENSATION EXPENSE - Share-based Compensation Arrangement Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 9.66 | ||
Share-based Payment Arrangement, Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 1.05 | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 70.00% | ||
Share-based Payment Arrangement, Option | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 1.05 | $ 1.05 | |
Risk-free interest rate | 0.10% | 1.40% | 2.30% |
Expected term (in years) | 2 months 12 days | 5 years | 4 years 7 months 6 days |
Expected volatility | 70.00% | 70.00% | |
Share-based Payment Arrangement, Option | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in dollars per share) | $ 3.58 | ||
Risk-free interest rate | 1.70% | 2.70% | 3.00% |
Expected term (in years) | 6 years 3 months 18 days | 6 years 3 months 18 days | 6 years 2 months 12 days |
Expected volatility | 85.80% | 85.10% |
STOCK-BASED COMPENSATION EXPE_5
STOCK-BASED COMPENSATION EXPENSE - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Options | |||||
Outstanding at beginning of period (in shares) | 32,529,224 | 40,012,825 | 25,791,263 | 18,260,484 | |
Granted (in shares) | 0 | 1,582,496 | 14,553,811 | 25,791,263 | |
Exercised (in shares) | 2,929,917 | 8,716,423 | 1,266 | 0 | |
Cancelled (in shares) | 39,617 | 349,674 | 330,983 | 18,260,484 | |
Options at end of period (in shares) | 29,559,690 | 32,529,224 | 40,012,825 | 25,791,263 | 18,260,484 |
Vested and exercisable as of period end (in shares) | 28,782,924 | 30,868,124 | |||
Weighted Average Exercise Price Per share | |||||
Outstanding at beginning of period (in dollars per share) | $ 1.28 | $ 1.08 | $ 1.05 | $ 1.58 | |
Granted (in dollars per share) | 0 | 5.31 | 1.14 | 1.05 | |
Exercised (in dollars per share) | 1.24 | 1.13 | 1.05 | 0 | |
Cancelled (in dollars per share) | 3 | 1.31 | 1.06 | 1.58 | |
Outstanding at end of period (in dollars per share) | 1.29 | 1.28 | $ 1.08 | $ 1.05 | $ 1.58 |
Vested and exercisable at period end (in dollars per share) | $ 1.24 | $ 1.23 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Options, weighted average remaining contractual term | 7 years 4 months 13 days | 7 years 9 months 25 days | 8 years 9 months 10 days | 9 years 6 months 14 days | 9 years 4 months 6 days |
Options, weighted average contractual term, vested and exercisable at period end | 7 years 4 months 6 days | 7 years 9 months 14 days | |||
Aggregate intrinsic value outstanding | $ 454,668 | $ 99,999 | $ 24,720 | $ 0 | |
Aggregate intrinsic value, vested and exercisable at period end | $ 433,198 |
STOCK-BASED COMPENSATION EXPE_6
STOCK-BASED COMPENSATION EXPENSE - Schedule of RSUs (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Time-Based Restricted Stock Units | ||
Number of RSUs | ||
Non-vested RSUs at beginning of period (in shares) | 5,026,531 | 0 |
Granted (in shares) | 6,691,926 | 5,287,795 |
Released (in shares) | 1,268,227 | 194,306 |
Cancelled (in shares) | 504,968 | 66,958 |
Non-vested RSUs at end of period (in shares) | 9,945,262 | 5,026,531 |
Weighted-Average Grant Date Fair Value | ||
Non-vested at beginning of period (in dollars per share) | $ 31.2 | $ 0 |
Granted (in dollars per share) | 31.5 | |
Released (in dollars per share) | 43.3 | |
Cancelled (in dollars per share) | 24.9 | |
Non-vested at end of period (in dollars per share) | $ 31.2 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Non-vested RSUs at beginning of period (in shares) | 5,026,531 | 0 |
Grants in period (in shares) | 6,691,926 | 5,287,795 |
Released (in shares) | 1,268,227 | 194,306 |
Cancelled (in shares) | 504,968 | 66,958 |
Non-vested RSUs at end of period (in shares) | 9,945,262 | 5,026,531 |
Market Based RSUs | ||
Number of RSUs | ||
Non-vested RSUs at beginning of period (in shares) | 13,317,712 | 0 |
Granted (in shares) | 0 | 18,176,712 |
Released (in shares) | 0 | 0 |
Cancelled (in shares) | 0 | 4,859,000 |
Non-vested RSUs at end of period (in shares) | 13,317,712 | 13,317,712 |
Weighted-Average Grant Date Fair Value | ||
Non-vested at beginning of period (in dollars per share) | $ 26 | $ 0 |
Granted (in dollars per share) | 26.7 | |
Released (in dollars per share) | 0 | |
Cancelled (in dollars per share) | 28.5 | |
Non-vested at end of period (in dollars per share) | $ 26 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Non-vested RSUs at beginning of period (in shares) | 13,317,712 | 0 |
Grants in period (in shares) | 0 | 18,176,712 |
Released (in shares) | 0 | 0 |
Cancelled (in shares) | 0 | 4,859,000 |
Non-vested RSUs at end of period (in shares) | 13,317,712 | 13,317,712 |
STOCK-BASED COMPENSATION EXPE_7
STOCK-BASED COMPENSATION EXPENSE - Fair Value of Market Based RSUs (Details) - Market Based RSUs | 12 Months Ended |
Dec. 31, 2020 | |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.20% |
Expected volatility | 70.00% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.30% |
Expected volatility | 85.00% |
STOCK-BASED COMPENSATION EXPE_8
STOCK-BASED COMPENSATION EXPENSE - Schedule of Market Based RSUs (Details) - Market Based RSUs - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Number of Market Based RSUs | ||
Non-vested RSUs at beginning of period (in shares) | 13,317,712 | 0 |
Granted (in shares) | 0 | 18,176,712 |
Released (in shares) | 0 | 0 |
Cancelled (in shares) | 0 | 4,859,000 |
Non-vested RSUs at end of period (in shares) | 13,317,712 | 13,317,712 |
Weighted-Average Grant Date Fair Value | ||
Non-vested at beginning of period (in dollars per share) | $ 26 | $ 0 |
Granted (in dollars per share) | 26.7 | |
Released (in dollars per share) | 0 | |
Cancelled (in dollars per share) | 28.5 | |
Non-vested at end of period (in dollars per share) | $ 26 |
STOCK-BASED COMPENSATION EXPE_9
STOCK-BASED COMPENSATION EXPENSE - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Total stock-based compensation expense | $ 52,670 | $ 38,227 | $ 102,936 | $ 39,540 | $ 137,991 | $ 4,858 | $ 3,843 |
Research and development | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Total stock-based compensation expense | 10,228 | 2,880 | 20,550 | 3,238 | 15,862 | 653 | 513 |
Selling, general, and administrative | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Total stock-based compensation expense | $ 42,442 | $ 35,347 | $ 82,386 | $ 36,302 | $ 122,129 | $ 4,205 | $ 3,330 |
STOCK-BASED COMPENSATION EXP_10
STOCK-BASED COMPENSATION EXPENSE - Unrecognized Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | |
Unrecognized compensation expense | ||
Total unrecognized compensation expense at December 31, 2020 | $ 397,284 | $ 391,500 |
Share-based Payment Arrangement, Option | ||
Unrecognized compensation expense | ||
Options | $ 2,297 | 1,509 |
Remaining weighted-average recognition period (years) | 1 year 9 months 18 days | |
Market Based RSUs | ||
Unrecognized compensation expense | ||
Market Based RSUs and RSUs | $ 283,035 | 225,096 |
Remaining weighted-average recognition period (years) | 2 years 6 months | |
RSUs | ||
Unrecognized compensation expense | ||
Market Based RSUs and RSUs | $ 111,952 | $ 164,895 |
Remaining weighted-average recognition period (years) | 2 years 7 months 6 days |
RETIREMENT SAVINGS PLAN - Narra
RETIREMENT SAVINGS PLAN - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan, cost | $ 0 | $ 0 | $ 0 | |
Forecast | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Percent of match | 100.00% | |||
Percent of employees' gross pay | 1.00% | |||
Percent of match beyond initial 1% | 50.00% | |||
Additional percent of employees' gross pay beyond initial 1% | 1.00% | |||
Forecast | Minimum | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Additional percent of employees' gross pay beyond initial 1% | 1.00% | |||
Forecast | Maximum | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Additional percent of employees' gross pay beyond initial 1% | 6.00% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||||||||||||||
Income tax expense (benefit) | $ 2 | $ (1,030) | $ 2 | $ 1 | $ 1 | $ 1 | $ 146 | $ 2 | $ 2 | $ 3 | $ 2 | $ 4 | $ (1,026) | $ 151 | $ (2,002) | |
Valuation allowance | 162,496 | 47,672 | 162,496 | 47,672 | 19,800 | |||||||||||
State operating loss carryforward | 546,800 | 546,800 | ||||||||||||||
Tax credit carryforward | 19,100 | 11,400 | 19,100 | 11,400 | ||||||||||||
Unrecognized tax benefits | 7,392 | 432 | 7,392 | 432 | 140 | $ 140 | ||||||||||
Penalties and interest accrued | 0 | $ 0 | 0 | 0 | ||||||||||||
Penalties and interest expense | 0 | $ 0 | $ 0 | |||||||||||||
Year 2037 | ||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||
Federal operating loss carryforward | 11,000 | 11,000 | ||||||||||||||
Indefinite | ||||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||||
Federal operating loss carryforward | $ 518,000 | $ 518,000 |
INCOME TAXES - Provision for In
INCOME TAXES - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current tax provision | |||||||||||||||
Federal | $ 36 | $ 0 | $ 0 | ||||||||||||
State | 1 | 1 | 1 | ||||||||||||
Total current tax provision | 37 | 1 | 1 | ||||||||||||
Deferred tax provision | |||||||||||||||
Federal | (492) | 43 | (1,963) | ||||||||||||
State | (571) | 107 | (40) | ||||||||||||
Deferred Income Tax Expense (Benefit), Total | $ 2 | $ 2 | $ 4 | (1,063) | 151 | (2,002) | |||||||||
Total deferred tax provision | 150 | ||||||||||||||
Total deferred tax provision | (2,003) | ||||||||||||||
Income tax expense (benefit) | $ 2 | $ (1,030) | $ 2 | $ 1 | $ 1 | $ 1 | $ 146 | $ 2 | $ 2 | $ 3 | $ 2 | $ 4 | $ (1,026) | $ 151 | $ (2,002) |
INCOME TAXES - Income Tax Recon
INCOME TAXES - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||||||||||||
Tax at statutory federal rate | $ (78,098) | $ (18,586) | $ (13,922) | ||||||||||||
State tax, net of federal benefit | (14,052) | (4,649) | (2,419) | ||||||||||||
Stock-based compensation | (7,652) | 556 | 161 | ||||||||||||
Section 162(m) limitation | 1,834 | 0 | 0 | ||||||||||||
Research and development credits, net of uncertain tax position | (14,945) | (5,915) | 0 | ||||||||||||
Warrant revaluation | (2,824) | 0 | 0 | ||||||||||||
Other | 408 | 915 | 1 | ||||||||||||
Change in valuation allowance | 114,303 | 27,830 | 14,177 | ||||||||||||
Income tax expense (benefit) | $ 2 | $ (1,030) | $ 2 | $ 1 | $ 1 | $ 1 | $ 146 | $ 2 | $ 2 | $ 3 | $ 2 | $ 4 | $ (1,026) | $ 151 | $ (2,002) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets & Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | |||
Federal and state income tax credits | $ 21,279 | $ 6,334 | |
Net operating loss carryforward | 132,471 | 41,444 | |
Start-up costs capitalized | 1,490 | 1,157 | |
Stock-based compensation | 8,260 | 1,816 | |
Tenant allowance | 0 | 3,075 | |
Finance lease liability | 3,718 | 0 | |
Property and equipment, net | 4,069 | 0 | |
Accrued expenses and other | 0 | 104 | |
Total deferred tax assets | 171,287 | 53,930 | |
Valuation allowance | (162,496) | (47,672) | $ (19,800) |
Deferred tax assets, net of valuation allowance | 8,791 | 6,258 | |
Deferred tax liabilities: | |||
Intangible assets | (1,020) | (3,277) | |
Finance lease asset | (7,786) | 0 | |
Property and equipment | 0 | (4,053) | |
Other | 7 | 0 | |
Total deferred tax liabilities | (8,799) | (7,330) | |
Deferred tax liabilities, net | $ (8) | $ (1,072) |
INCOME TAXES- Unrecognized Tax
INCOME TAXES- Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Gross amount of unrecognized tax benefits as of the beginning of the year | $ 432 | $ 140 | $ 140 |
Additions based on tax positions related to the current year | 5,622 | 292 | 0 |
Additions based on tax position from prior years | 1,338 | 0 | 0 |
Gross amount of unrecognized tax benefits as of the end of the year | $ 7,392 | $ 432 | $ 140 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | Jan. 26, 2021 | Oct. 19, 2020 | Jul. 31, 2020truck | Apr. 30, 2019MWh | Feb. 28, 2019USD ($)a | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jul. 31, 2020kg$ / kilogram_of_hydrogen | Dec. 31, 2020USD ($)deviceemployee | Nov. 16, 2020legal_motion | Sep. 23, 2020derivativeAction | Sep. 21, 2020officerAndEmployee | Sep. 20, 2020board_member | Sep. 15, 2020lawsuit | Sep. 14, 2020officerAndEmployee | Dec. 31, 2019a |
Other Commitments [Line Items] | |||||||||||||||||
Number of class action lawsuits | lawsuit | 6 | ||||||||||||||||
Number of derivative actions | derivativeAction | 2 | ||||||||||||||||
Period of derivative action | 30 days | 30 days | |||||||||||||||
Professional fees | $ 3 | ||||||||||||||||
Internal Review | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Number of officers and employees to receive subpoenas | officerAndEmployee | 3 | 5 | |||||||||||||||
Number of board members | board_member | 3 | ||||||||||||||||
Number of employees interviewed (over) | employee | 30 | ||||||||||||||||
Purported energy produced | MWh | 18 | ||||||||||||||||
Purported kg of hydrogen produced | kg | 1,000 | ||||||||||||||||
Price per kg of hydrogen (in dollars per kg) | $ / kilogram_of_hydrogen | 3 | ||||||||||||||||
Purported trucks coming off the assembly line | truck | 5 | ||||||||||||||||
Legal fees | $ 3.2 | $ 8.1 | |||||||||||||||
Legal fees paid | $ 6.2 | $ 1.5 | |||||||||||||||
Number of motions filed | legal_motion | 10 | ||||||||||||||||
Subsequent Event | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Period of derivative action | 30 days | ||||||||||||||||
Legal proceedings, mediation period | 60 days | ||||||||||||||||
Minimum | Internal Review | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Number of employee devices | device | 36 | ||||||||||||||||
Manufacturing Facility Commitment | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Construction completion, maximum extension period (in years) | 2 years | ||||||||||||||||
Construction completion period (in years) | 5 years | ||||||||||||||||
Security deposit payable | $ 4 | ||||||||||||||||
Construction completion deadline monthly extension fee | $ 0.2 | ||||||||||||||||
Coolidge, Arizona | |||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||
Area of land | a | 430 | 430 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Contractual Obligations (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Purchase Obligations | |
Total | $ 31,161 |
Less than 1 Year | 21,758 |
1 - 3 Years | 9,403 |
3 - 5 Years | 0 |
More than 5 Years | 0 |
Contractual Obligations | |
Total | 31,161 |
Less than 1 Year | 21,758 |
1 - 3 Years | 9,403 |
3 - 5 Years | 0 |
More than 5 Years | $ 0 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||||||||||||||
Net loss attributable to common stockholders | $ (143,231) | $ (142,236) | $ (79,704) | $ (115,782) | $ (33,146) | $ (26,279) | $ (15,514) | $ (16,766) | $ (30,097) | $ (263,455) | $ (148,928) | $ (228,632) | $ (370,866) | $ (88,656) | $ (64,293) |
Premium paid on repurchase of redeemable convertible preferred stock | 0 | 0 | 0 | (13,407) | 0 | (16,816) | 0 | 0 | 0 | 0 | (13,407) | (13,407) | (13,407) | (16,816) | (166) |
Net loss attributable to common stockholders | (143,231) | $ (142,236) | $ (79,704) | (129,189) | $ (33,146) | $ (43,095) | $ (15,514) | $ (16,766) | $ (30,097) | (263,455) | (162,335) | $ (242,039) | (384,273) | (105,472) | (64,459) |
Revaluation of warrant liability | 0 | 0 | 0 | 0 | (13,448) | 0 | 0 | ||||||||
Net loss attributable to common stockholders | $ (143,231) | $ (129,189) | $ (263,455) | $ (162,335) | $ (397,721) | $ (105,472) | $ (64,459) | ||||||||
Denominator: | |||||||||||||||
Weighted average shares outstanding, basic (in shares) | 394,577,711 | 385,983,645 | 377,660,477 | 303,785,616 | 271,896,258 | 268,698,455 | 260,534,724 | 260,406,343 | 260,406,343 | 393,390,377 | 287,822,558 | 318,315,891 | 335,325,271 | 262,528,769 | 226,465,041 |
Dilutive effect of common stock issuable from assumed exercise of warrants (in shares) | 0 | 0 | 0 | 0 | 505,762 | 0 | 0 | ||||||||
Weighted average shares outstanding, dilutive (in shares) | 394,577,711 | 386,323,048 | 378,286,678 | 303,785,616 | 271,896,258 | 268,698,455 | 260,534,724 | 260,406,343 | 260,406,343 | 393,390,377 | 287,822,558 | 318,976,447 | 335,831,033 | 262,528,769 | 226,465,041 |
Net loss per share attributable to common stockholders: | |||||||||||||||
Basic (in dollars per share) | $ (0.36) | $ (0.37) | $ (0.21) | $ (0.43) | $ (0.12) | $ (0.16) | $ (0.06) | $ (0.06) | $ (0.12) | $ (0.67) | $ (0.56) | $ (0.76) | $ (1.15) | $ (0.40) | $ (0.28) |
Diluted (in dollars per share) | $ (0.36) | $ (0.38) | $ (0.31) | $ (0.43) | $ (0.12) | $ (0.16) | $ (0.06) | $ (0.06) | $ (0.12) | $ (0.67) | $ (0.56) | $ (0.79) | $ (1.18) | $ (0.40) | $ (0.28) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 53,583,579 | 82,126,079 | 53,583,579 | 82,126,079 | 50,873,467 | 40,012,825 | 25,791,263 |
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) | 29,559,690 | 39,717,079 | 29,559,690 | 39,717,079 | 32,529,224 | 40,012,825 | 25,791,263 |
Outstanding warrants | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 760,915 | 23,890,000 | 760,915 | 23,890,000 | |||
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) | 23,262,974 | 18,519,000 | 23,262,974 | 18,519,000 | 18,344,243 | 0 | 0 |
QUARTERLY FINANCIAL DATA - Cons
QUARTERLY FINANCIAL DATA - Consolidated Statement of Operations, Quarter Ended (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Interim Period, Costs Not Allocable [Line Items] | |||||||||||||||
Solar revenues | $ 0 | $ 0 | $ 0 | $ 36 | $ 58 | $ 49 | $ 296 | $ 13 | $ 124 | $ 0 | $ 94 | $ 94 | $ 95 | $ 482 | $ 173 |
Cost of solar revenues | 0 | 0 | 0 | 30 | 43 | 44 | 141 | 24 | 62 | 0 | 73 | 73 | 72 | 271 | 50 |
Gross profit | 0 | 0 | 0 | 6 | 15 | 5 | 155 | (11) | 62 | 0 | 21 | 21 | 23 | 211 | 123 |
Operating expenses: | |||||||||||||||
Research and development | 67,726 | 67,521 | 51,496 | 42,525 | 24,077 | 22,781 | 9,482 | 11,854 | 23,397 | 122,889 | 66,602 | 118,098 | 185,619 | 67,514 | 58,374 |
Selling, general, and administrative | 70,672 | 64,903 | 65,782 | 44,104 | 7,935 | 5,154 | 3,693 | 5,344 | 6,501 | 136,099 | 52,039 | 117,821 | 182,724 | 20,692 | 12,238 |
Impairment expense | 14,415 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 14,415 | 0 | 0 | ||||
Total operating expenses | 138,398 | 146,839 | 117,278 | 86,629 | 32,012 | 27,935 | 13,175 | 17,198 | 29,898 | 258,988 | 118,641 | 235,919 | 382,758 | 88,206 | 70,612 |
Loss from operations | (138,398) | (146,839) | (117,278) | (86,623) | (31,997) | (27,930) | (13,020) | (17,209) | (29,836) | (258,988) | (118,620) | (235,898) | (382,735) | (87,995) | (70,489) |
Other income (expense): | |||||||||||||||
Interest income (expense), net | (92) | (53) | 171 | 22 | 62 | 374 | 411 | 338 | 333 | (101) | 84 | 255 | 202 | 1,456 | 686 |
Revaluation of warrant liabilities | (2,511) | (29,157) | (1,560) | (29,157) | 13,448 | ||||||||||
Loss on forward contract liability | 0 | 0 | 0 | 0 | (1,324) | 0 | 0 | 0 | 0 | 0 | (1,324) | (1,324) | (1,324) | 0 | 0 |
Other income (expense), net | (1,102) | (597) | (340) | (23) | 114 | 1,278 | 85 | 9 | 1 | (883) | 91 | (249) | (846) | 1,373 | 6 |
Loss before income taxes and equity in net loss of affiliate | (142,103) | (142,629) | (79,702) | (115,781) | (33,145) | (26,278) | (15,368) | (16,764) | (30,095) | (261,532) | (148,926) | (371,255) | (88,505) | (66,295) | |
Income tax expense (benefit) | 2 | (1,030) | 2 | 1 | 1 | 1 | 146 | 2 | 2 | 3 | 2 | 4 | (1,026) | 151 | (2,002) |
Loss before equity in net loss of affiliate | (142,105) | (141,599) | (79,704) | (115,782) | (33,146) | (26,279) | (15,514) | (16,766) | (30,097) | (261,535) | (148,928) | (370,229) | (88,656) | (64,293) | |
Equity in net loss of affiliates | (1,126) | (637) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (1,920) | 0 | (637) | 0 | 0 | |
Net loss | (143,231) | (142,236) | (79,704) | (115,782) | (33,146) | (26,279) | (15,514) | (16,766) | (30,097) | (263,455) | (148,928) | (228,632) | (370,866) | (88,656) | (64,293) |
Premium paid on repurchase of redeemable convertible preferred stock | 0 | 0 | 0 | (13,407) | 0 | (16,816) | 0 | 0 | 0 | 0 | (13,407) | (13,407) | (13,407) | (16,816) | (166) |
Net loss attributable to common stockholders, basic | $ (143,231) | $ (142,236) | $ (79,704) | $ (129,189) | $ (33,146) | $ (43,095) | $ (15,514) | $ (16,766) | $ (30,097) | $ (263,455) | $ (162,335) | $ (242,039) | $ (384,273) | $ (105,472) | $ (64,459) |
Net loss per share attributable to common stockholders: | |||||||||||||||
Basic (in dollars per share) | $ (0.36) | $ (0.37) | $ (0.21) | $ (0.43) | $ (0.12) | $ (0.16) | $ (0.06) | $ (0.06) | $ (0.12) | $ (0.67) | $ (0.56) | $ (0.76) | $ (1.15) | $ (0.40) | $ (0.28) |
Diluted (in dollars per share) | $ (0.36) | $ (0.38) | $ (0.31) | $ (0.43) | $ (0.12) | $ (0.16) | $ (0.06) | $ (0.06) | $ (0.12) | $ (0.67) | $ (0.56) | $ (0.79) | $ (1.18) | $ (0.40) | $ (0.28) |
Weighted average shared used to compute net loss per share attributable to common stockholders: | |||||||||||||||
Basic (in shares) | 394,577,711 | 385,983,645 | 377,660,477 | 303,785,616 | 271,896,258 | 268,698,455 | 260,534,724 | 260,406,343 | 260,406,343 | 393,390,377 | 287,822,558 | 318,315,891 | 335,325,271 | 262,528,769 | 226,465,041 |
Diluted (in shares) | 394,577,711 | 386,323,048 | 378,286,678 | 303,785,616 | 271,896,258 | 268,698,455 | 260,534,724 | 260,406,343 | 260,406,343 | 393,390,377 | 287,822,558 | 318,976,447 | 335,831,033 | 262,528,769 | 226,465,041 |
Series A Redeemable Convertible Preferred Stock Warrants | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (2,844) | $ 98 | $ (593) | $ 0 | $ (3,339) | $ 3,502 | ||||
VectoIQ Warrants | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | $ 4,860 | $ 37,745 | $ (29,157) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (29,157) | $ 8,588 | $ 13,448 | $ 0 | $ 0 |
QUARTERLY FINANCIAL DATA - Fina
QUARTERLY FINANCIAL DATA - Financial Statement Line Items (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | $ (2,511) | $ (29,157) | $ (1,560) | $ (29,157) | $ 13,448 | ||||||||||
Loss before income taxes and equity in net loss of affiliates | (142,103) | $ (142,629) | $ (79,702) | (115,781) | $ (33,145) | $ (26,278) | $ (15,368) | $ (16,764) | $ (30,095) | (261,532) | (148,926) | (371,255) | $ (88,505) | $ (66,295) | |
Loss before equity in net loss of affiliates | (142,105) | (141,599) | (79,704) | (115,782) | (33,146) | (26,279) | (15,514) | (16,766) | (30,097) | (261,535) | (148,928) | (370,229) | (88,656) | (64,293) | |
Net loss attributable to common stockholders | (143,231) | (142,236) | (79,704) | (115,782) | (33,146) | (26,279) | (15,514) | (16,766) | (30,097) | (263,455) | (148,928) | $ (228,632) | (370,866) | (88,656) | (64,293) |
Net loss attributable to common stockholders | $ (143,231) | $ (142,236) | $ (79,704) | $ (129,189) | $ (33,146) | $ (43,095) | $ (15,514) | $ (16,766) | $ (30,097) | $ (263,455) | $ (162,335) | $ (242,039) | $ (384,273) | $ (105,472) | $ (64,459) |
Net loss per share attributable to common stockholders: | |||||||||||||||
Basic (in dollars per share) | $ (0.36) | $ (0.37) | $ (0.21) | $ (0.43) | $ (0.12) | $ (0.16) | $ (0.06) | $ (0.06) | $ (0.12) | $ (0.67) | $ (0.56) | $ (0.76) | $ (1.15) | $ (0.40) | $ (0.28) |
Diluted (in dollars per share) | $ (0.36) | $ (0.38) | $ (0.31) | $ (0.43) | $ (0.12) | $ (0.16) | $ (0.06) | $ (0.06) | $ (0.12) | $ (0.67) | $ (0.56) | $ (0.79) | $ (1.18) | $ (0.40) | $ (0.28) |
Weighted average shared used to compute net loss per share attributable to common stockholders: | |||||||||||||||
Diluted (in shares) | 394,577,711 | 386,323,048 | 378,286,678 | 303,785,616 | 271,896,258 | 268,698,455 | 260,534,724 | 260,406,343 | 260,406,343 | 393,390,377 | 287,822,558 | 318,976,447 | 335,831,033 | 262,528,769 | 226,465,041 |
VectoIQ Warrants | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | $ 4,860 | $ 37,745 | $ (29,157) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (29,157) | $ 8,588 | $ 13,448 | $ 0 | $ 0 | ||
As Previously Reported | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | 0 | ||||||||||||||
Loss before income taxes and equity in net loss of affiliates | (147,489) | (117,447) | (86,624) | (384,703) | |||||||||||
Loss before equity in net loss of affiliates | (146,459) | (117,449) | (86,625) | (383,677) | |||||||||||
Net loss attributable to common stockholders | (147,096) | (117,449) | (86,625) | (119,771) | (237,220) | (384,314) | |||||||||
Net loss attributable to common stockholders | $ (147,096) | $ (117,449) | $ (100,032) | (133,178) | $ (250,627) | $ (397,721) | |||||||||
Net loss per share attributable to common stockholders: | |||||||||||||||
Basic (in dollars per share) | $ (0.38) | $ (0.31) | $ (0.33) | $ (0.79) | $ (1.19) | ||||||||||
Diluted (in dollars per share) | $ (0.38) | $ (0.31) | $ (0.33) | $ (0.79) | $ (1.19) | ||||||||||
Weighted average shared used to compute net loss per share attributable to common stockholders: | |||||||||||||||
Diluted (in shares) | 385,983,645 | 377,660,477 | 318,315,891 | 335,325,271 | |||||||||||
As Previously Reported | VectoIQ Warrants | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | $ 0 | $ 0 | $ 0 | 0 | $ 0 | $ 0 | |||||||||
Adjustments | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | 13,448 | ||||||||||||||
Loss before income taxes and equity in net loss of affiliates | 4,860 | 37,745 | (29,157) | 13,448 | |||||||||||
Loss before equity in net loss of affiliates | 4,860 | 37,745 | (29,157) | 13,448 | |||||||||||
Net loss attributable to common stockholders | 4,860 | 37,745 | (29,157) | (29,157) | 8,588 | 13,448 | |||||||||
Net loss attributable to common stockholders | $ 4,860 | $ 37,745 | $ (29,157) | (29,157) | $ 8,588 | $ 13,448 | |||||||||
Net loss per share attributable to common stockholders: | |||||||||||||||
Basic (in dollars per share) | $ 0.01 | $ 0.10 | $ (0.10) | $ 0.03 | $ 0.04 | ||||||||||
Diluted (in dollars per share) | $ 0 | $ 0 | $ (0.10) | $ 0 | $ 0.01 | ||||||||||
Weighted average shared used to compute net loss per share attributable to common stockholders: | |||||||||||||||
Diluted (in shares) | 339,403 | 626,201 | 660,556 | 505,762 | |||||||||||
Adjustments | VectoIQ Warrants | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | $ 4,860 | $ 37,745 | $ (29,157) | $ (29,157) | $ 8,588 | $ 13,448 |
QUARTERLY FINANCIAL DATA - Co_2
QUARTERLY FINANCIAL DATA - Consolidated Balance Sheet (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 03, 2020 | Jun. 02, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | |||||||||||
Cash and cash equivalents | $ 632,694 | $ 840,913 | $ 907,530 | $ 698,386 | $ 85,688 | ||||||
Restricted cash and cash equivalents – current | 0 | 4,365 | 10,952 | 8,896 | 0 | ||||||
Accounts receivable, net | 0 | 249 | 424 | 658 | |||||||
Prepaid in-kind services | 18,548 | 46,271 | 63,358 | 60,000 | 0 | ||||||
Prepaid expenses and other current assets | 9,776 | 5,368 | 3,716 | 4,593 | 4,535 | ||||||
Total current assets | 663,285 | 896,917 | 985,805 | 772,299 | 90,881 | ||||||
Restricted cash and cash equivalents – non-current | 0 | 4,000 | 4,000 | 0 | 4,144 | ||||||
Long-term deposits | 16,670 | 17,687 | 17,453 | 10,478 | 13,276 | ||||||
Property, plant and equipment, net | 166,367 | 71,401 | 63,451 | 62,049 | 53,378 | ||||||
Intangible assets, net | 50,000 | 50,050 | 62,466 | 62,481 | 62,513 | ||||||
Goodwill | 5,238 | 5,238 | 5,238 | 5,238 | 5,238 | ||||||
Prepaid in-kind services and other assets | 19 | 14,759 | |||||||||
Total assets | 965,199 | 1,053,713 | 1,138,432 | 927,304 | 229,430 | ||||||
Current liabilities | |||||||||||
Accounts payable | 58,064 | 29,364 | 10,277 | 7,575 | 5,113 | ||||||
Accrued expenses and other current liabilities | 26,725 | 18,809 | 22,894 | 14,263 | 11,425 | ||||||
Customer deposits | 6,913 | 4,982 | |||||||||
Term note, current | 0 | 4,100 | 4,100 | 4,100 | 0 | ||||||
Total current liabilities | 84,789 | 52,273 | 44,184 | 30,920 | 16,538 | ||||||
Term note - non-current | 0 | 0 | 0 | 4,100 | |||||||
Finance lease liabilities | 13,491 | 13,956 | 14,237 | 14,506 | |||||||
Other long-term liabilities | 0 | 0 | 12,212 | ||||||||
Warrant liability | 13,110 | 50,855 | |||||||||
Deferred tax liabilities, net | 10 | 8 | 1,076 | 1,074 | 1,072 | ||||||
Total liabilities | 107,185 | 73,572 | 72,607 | 97,355 | 33,922 | ||||||
Stockholders' equity | |||||||||||
Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 0 | 0 | 0 | 0 | 0 | ||||||
Common stock, $0.0001 par value, 600,000,000 shares authorized, 397,077,561 and 391,041,347 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 40 | 39 | 39 | 36 | 27 | ||||||
Additional paid-in capital | 1,668,362 | 1,540,037 | 1,483,724 | 1,168,147 | 383,961 | ||||||
Accumulated deficit | (823,629) | (560,174) | (417,938) | (338,234) | (188,480) | ||||||
Total stockholders' equity | 844,777 | $ 912,283 | 980,141 | 1,065,825 | 829,947 | $ 193,526 | 195,508 | $ 186,240 | $ 41,856 | ||
Total liabilities and stockholders' equity | $ 965,199 | $ 1,053,713 | $ 1,138,432 | $ 927,304 | $ 229,430 | ||||||
Preferred stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | |||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | 0 | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | 0 | ||||||
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | |||||
Common stock, shares issued (in shares) | 397,077,561 | 391,041,347 | 384,083,110 | 360,910,639 | 270,826,092 | ||||||
Common stock, shares outstanding (in shares) | 397,077,561 | 391,041,347 | 384,083,110 | 360,910,639 | 360,904,478 | 151,831,441 | 270,826,092 | ||||
As Previously Reported | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | $ 907,530 | $ 698,386 | |||||||||
Restricted cash and cash equivalents – current | 10,952 | 8,896 | |||||||||
Accounts receivable, net | 249 | 424 | |||||||||
Prepaid in-kind services | 63,358 | 60,000 | |||||||||
Prepaid expenses and other current assets | 3,716 | 4,593 | |||||||||
Total current assets | 985,805 | 772,299 | |||||||||
Restricted cash and cash equivalents – non-current | 4,000 | 0 | |||||||||
Long-term deposits | 17,453 | 10,478 | |||||||||
Property, plant and equipment, net | 63,451 | 62,049 | |||||||||
Intangible assets, net | 62,466 | 62,481 | |||||||||
Goodwill | 5,238 | 5,238 | |||||||||
Prepaid in-kind services and other assets | 19 | 14,759 | |||||||||
Total assets | 1,138,432 | 927,304 | |||||||||
Current liabilities | |||||||||||
Accounts payable | 10,277 | 7,575 | |||||||||
Accrued expenses and other current liabilities | 22,894 | 14,263 | |||||||||
Customer deposits | 6,913 | 4,982 | |||||||||
Term note, current | 4,100 | 4,100 | |||||||||
Total current liabilities | 44,184 | 30,920 | |||||||||
Term note - non-current | 0 | 0 | |||||||||
Finance lease liabilities | 14,237 | 14,506 | |||||||||
Other long-term liabilities | 0 | ||||||||||
Warrant liability | 0 | 0 | |||||||||
Deferred tax liabilities, net | 1,076 | 1,074 | |||||||||
Total liabilities | $ 66,237 | 59,497 | 46,500 | ||||||||
Stockholders' equity | |||||||||||
Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 0 | 0 | |||||||||
Common stock, $0.0001 par value, 600,000,000 shares authorized, 397,077,561 and 391,041,347 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 39 | 36 | |||||||||
Additional paid-in capital | 1,560,820 | 1,505,422 | 1,189,845 | ||||||||
Accumulated deficit | (573,622) | (426,526) | (309,077) | ||||||||
Total stockholders' equity | 987,476 | 1,078,935 | 880,804 | $ (221,138) | $ (188,479) | $ (31,206) | |||||
Total liabilities and stockholders' equity | 1,053,713 | 1,138,432 | 927,304 | ||||||||
Adjustments | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | 0 | 0 | |||||||||
Restricted cash and cash equivalents – current | 0 | 0 | |||||||||
Accounts receivable, net | 0 | 0 | |||||||||
Prepaid in-kind services | 0 | 0 | |||||||||
Prepaid expenses and other current assets | 0 | 0 | |||||||||
Total current assets | 0 | 0 | |||||||||
Restricted cash and cash equivalents – non-current | 0 | 0 | |||||||||
Long-term deposits | 0 | 0 | |||||||||
Property, plant and equipment, net | 0 | 0 | |||||||||
Intangible assets, net | 0 | 0 | |||||||||
Goodwill | 0 | 0 | |||||||||
Prepaid in-kind services and other assets | 0 | 0 | |||||||||
Total assets | 0 | 0 | |||||||||
Current liabilities | |||||||||||
Accounts payable | 0 | 0 | |||||||||
Accrued expenses and other current liabilities | 0 | 0 | |||||||||
Customer deposits | 0 | 0 | |||||||||
Term note, current | 0 | 0 | |||||||||
Total current liabilities | 0 | 0 | |||||||||
Term note - non-current | 0 | 0 | |||||||||
Finance lease liabilities | 0 | 0 | |||||||||
Other long-term liabilities | 0 | ||||||||||
Warrant liability | 13,110 | 50,855 | |||||||||
Deferred tax liabilities, net | 0 | 0 | |||||||||
Total liabilities | 7,335 | 13,110 | 50,855 | ||||||||
Stockholders' equity | |||||||||||
Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 0 | 0 | |||||||||
Common stock, $0.0001 par value, 600,000,000 shares authorized, 397,077,561 and 391,041,347 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 0 | 0 | |||||||||
Additional paid-in capital | (20,783) | (21,698) | (21,698) | ||||||||
Accumulated deficit | 13,448 | 8,588 | (29,157) | ||||||||
Total stockholders' equity | (7,335) | (13,110) | (50,855) | ||||||||
Total liabilities and stockholders' equity | $ 0 | $ 0 | $ 0 |
QUARTERLY FINANCIAL DATA - Co_3
QUARTERLY FINANCIAL DATA - Consolidated Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Interim Period, Costs Not Allocable [Line Items] | |||||||||||||||
Solar revenues | $ 0 | $ 0 | $ 0 | $ 36 | $ 58 | $ 49 | $ 296 | $ 13 | $ 124 | $ 0 | $ 94 | $ 94 | $ 95 | $ 482 | $ 173 |
Cost of solar revenues | 0 | 0 | 0 | 30 | 43 | 44 | 141 | 24 | 62 | 0 | 73 | 73 | 72 | 271 | 50 |
Gross profit | 0 | 0 | 0 | 6 | 15 | 5 | 155 | (11) | 62 | 0 | 21 | 21 | 23 | 211 | 123 |
Operating expenses: | |||||||||||||||
Research and development | 67,726 | 67,521 | 51,496 | 42,525 | 24,077 | 22,781 | 9,482 | 11,854 | 23,397 | 122,889 | 66,602 | 118,098 | 185,619 | 67,514 | 58,374 |
Selling, general, and administrative | 70,672 | 64,903 | 65,782 | 44,104 | 7,935 | 5,154 | 3,693 | 5,344 | 6,501 | 136,099 | 52,039 | 117,821 | 182,724 | 20,692 | 12,238 |
Total operating expenses | 138,398 | 146,839 | 117,278 | 86,629 | 32,012 | 27,935 | 13,175 | 17,198 | 29,898 | 258,988 | 118,641 | 235,919 | 382,758 | 88,206 | 70,612 |
Loss from operations | (138,398) | (146,839) | (117,278) | (86,623) | (31,997) | (27,930) | (13,020) | (17,209) | (29,836) | (258,988) | (118,620) | (235,898) | (382,735) | (87,995) | (70,489) |
Other income (expense): | |||||||||||||||
Interest income (expense), net | (92) | (53) | 171 | 22 | 62 | 374 | 411 | 338 | 333 | (101) | 84 | 255 | 202 | 1,456 | 686 |
Loss on forward contract liability | 0 | 0 | 0 | 0 | (1,324) | 0 | 0 | 0 | 0 | 0 | (1,324) | (1,324) | (1,324) | 0 | 0 |
Revaluation of warrant liabilities | (2,511) | (29,157) | (1,560) | (29,157) | 13,448 | ||||||||||
Other income (expense), net | (1,102) | (597) | (340) | (23) | 114 | 1,278 | 85 | 9 | 1 | (883) | 91 | (249) | (846) | 1,373 | 6 |
Loss before income taxes and equity in net loss of affiliate | (148,926) | (228,628) | |||||||||||||
Income tax expense (benefit) | 2 | (1,030) | 2 | 1 | 1 | 1 | 146 | 2 | 2 | 3 | 2 | 4 | (1,026) | 151 | (2,002) |
Net loss attributable to common stockholders | (143,231) | (142,236) | (79,704) | (115,782) | (33,146) | (26,279) | (15,514) | (16,766) | (30,097) | (263,455) | (148,928) | (228,632) | (370,866) | (88,656) | (64,293) |
Premium paid on repurchase of redeemable convertible preferred stock | 0 | 0 | 0 | (13,407) | 0 | (16,816) | 0 | 0 | 0 | 0 | (13,407) | (13,407) | (13,407) | (16,816) | (166) |
Net loss attributable to common stockholders | (143,231) | $ (142,236) | $ (79,704) | (129,189) | $ (33,146) | $ (43,095) | $ (15,514) | $ (16,766) | $ (30,097) | (263,455) | (162,335) | $ (242,039) | (384,273) | (105,472) | (64,459) |
Net loss attributable to common stockholders | $ (143,231) | $ (129,189) | $ (263,455) | $ (162,335) | $ (397,721) | $ (105,472) | $ (64,459) | ||||||||
Net loss per share attributable to common stockholders: | |||||||||||||||
Net loss attributable per share to common stockholders, basic and diluted (in dollars per share) | $ (0.56) | ||||||||||||||
Basic (in dollars per share) | $ (0.36) | $ (0.37) | $ (0.21) | $ (0.43) | $ (0.12) | $ (0.16) | $ (0.06) | $ (0.06) | $ (0.12) | $ (0.67) | (0.56) | $ (0.76) | $ (1.15) | $ (0.40) | $ (0.28) |
Diluted (in dollars per share) | $ (0.36) | $ (0.38) | $ (0.31) | $ (0.43) | $ (0.12) | $ (0.16) | $ (0.06) | $ (0.06) | $ (0.12) | $ (0.67) | $ (0.56) | $ (0.79) | $ (1.18) | $ (0.40) | $ (0.28) |
Weighted average shared used to compute net loss per share attributable to common stockholders: | |||||||||||||||
Weighted-average shares used to compute net loss attributable per share to common stockholders, basic and diluted (in shares) | 287,822,558 | ||||||||||||||
Basic (in shares) | 394,577,711 | 385,983,645 | 377,660,477 | 303,785,616 | 271,896,258 | 268,698,455 | 260,534,724 | 260,406,343 | 260,406,343 | 393,390,377 | 287,822,558 | 318,315,891 | 335,325,271 | 262,528,769 | 226,465,041 |
Diluted (in shares) | 394,577,711 | 386,323,048 | 378,286,678 | 303,785,616 | 271,896,258 | 268,698,455 | 260,534,724 | 260,406,343 | 260,406,343 | 393,390,377 | 287,822,558 | 318,976,447 | 335,831,033 | 262,528,769 | 226,465,041 |
VectoIQ Warrants | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | $ 4,860 | $ 37,745 | $ (29,157) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (29,157) | $ 8,588 | $ 13,448 | $ 0 | $ 0 | ||
As Previously Reported | |||||||||||||||
Interim Period, Costs Not Allocable [Line Items] | |||||||||||||||
Solar revenues | 94 | 94 | |||||||||||||
Cost of solar revenues | 73 | 73 | |||||||||||||
Gross profit | 21 | 21 | |||||||||||||
Operating expenses: | |||||||||||||||
Research and development | 66,602 | 118,098 | |||||||||||||
Selling, general, and administrative | 52,039 | 117,821 | |||||||||||||
Total operating expenses | 118,641 | 235,919 | |||||||||||||
Loss from operations | (118,620) | (235,898) | |||||||||||||
Other income (expense): | |||||||||||||||
Interest income (expense), net | 84 | 255 | |||||||||||||
Loss on forward contract liability | (1,324) | (1,324) | |||||||||||||
Revaluation of warrant liabilities | 0 | ||||||||||||||
Other income (expense), net | 91 | (249) | |||||||||||||
Loss before income taxes and equity in net loss of affiliate | (119,769) | (237,216) | |||||||||||||
Income tax expense (benefit) | 2 | 4 | |||||||||||||
Net loss attributable to common stockholders | (147,096) | (117,449) | (86,625) | (119,771) | (237,220) | (384,314) | |||||||||
Premium paid on repurchase of redeemable convertible preferred stock | (13,407) | (13,407) | |||||||||||||
Net loss attributable to common stockholders | $ (147,096) | $ (117,449) | $ (100,032) | (133,178) | $ (250,627) | $ (397,721) | |||||||||
Net loss attributable to common stockholders | $ (133,178) | ||||||||||||||
Net loss per share attributable to common stockholders: | |||||||||||||||
Net loss attributable per share to common stockholders, basic and diluted (in dollars per share) | $ (0.46) | ||||||||||||||
Basic (in dollars per share) | $ (0.38) | $ (0.31) | $ (0.33) | $ (0.79) | $ (1.19) | ||||||||||
Diluted (in dollars per share) | $ (0.38) | $ (0.31) | $ (0.33) | $ (0.79) | $ (1.19) | ||||||||||
Weighted average shared used to compute net loss per share attributable to common stockholders: | |||||||||||||||
Weighted-average shares used to compute net loss attributable per share to common stockholders, basic and diluted (in shares) | 287,822,558 | ||||||||||||||
Basic (in shares) | 318,315,891 | 335,325,271 | |||||||||||||
Diluted (in shares) | 385,983,645 | 377,660,477 | 318,315,891 | 335,325,271 | |||||||||||
As Previously Reported | VectoIQ Warrants | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Adjustments | |||||||||||||||
Interim Period, Costs Not Allocable [Line Items] | |||||||||||||||
Solar revenues | 0 | 0 | |||||||||||||
Cost of solar revenues | 0 | 0 | |||||||||||||
Gross profit | 0 | ||||||||||||||
Operating expenses: | |||||||||||||||
Research and development | 0 | 0 | |||||||||||||
Selling, general, and administrative | 0 | 0 | |||||||||||||
Total operating expenses | 0 | 0 | |||||||||||||
Loss from operations | 0 | 0 | |||||||||||||
Other income (expense): | |||||||||||||||
Interest income (expense), net | 0 | 0 | |||||||||||||
Loss on forward contract liability | 0 | 0 | |||||||||||||
Revaluation of warrant liabilities | 13,448 | ||||||||||||||
Other income (expense), net | 0 | 0 | |||||||||||||
Loss before income taxes and equity in net loss of affiliate | (29,157) | 8,588 | |||||||||||||
Income tax expense (benefit) | 0 | 0 | |||||||||||||
Net loss attributable to common stockholders | 4,860 | 37,745 | (29,157) | (29,157) | 8,588 | 13,448 | |||||||||
Premium paid on repurchase of redeemable convertible preferred stock | 0 | 0 | |||||||||||||
Net loss attributable to common stockholders | $ 4,860 | $ 37,745 | $ (29,157) | (29,157) | $ 8,588 | $ 13,448 | |||||||||
Net loss attributable to common stockholders | $ (29,157) | ||||||||||||||
Net loss per share attributable to common stockholders: | |||||||||||||||
Net loss attributable per share to common stockholders, basic and diluted (in dollars per share) | $ (0.10) | ||||||||||||||
Basic (in dollars per share) | $ 0.01 | $ 0.10 | $ (0.10) | $ 0.03 | $ 0.04 | ||||||||||
Diluted (in dollars per share) | $ 0 | $ 0 | $ (0.10) | $ 0 | $ 0.01 | ||||||||||
Weighted average shared used to compute net loss per share attributable to common stockholders: | |||||||||||||||
Weighted-average shares used to compute net loss attributable per share to common stockholders, basic and diluted (in shares) | 0 | ||||||||||||||
Basic (in shares) | 0 | 0 | |||||||||||||
Diluted (in shares) | 339,403 | 626,201 | 660,556 | 505,762 | |||||||||||
Adjustments | VectoIQ Warrants | |||||||||||||||
Other income (expense): | |||||||||||||||
Revaluation of warrant liabilities | $ 4,860 | $ 37,745 | $ (29,157) | $ (29,157) | $ 8,588 | $ 13,448 |
QUARTERLY FINANCIAL DATA - Co_4
QUARTERLY FINANCIAL DATA - Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||||||||||||||
Net loss attributable to common stockholders | $ (143,231) | $ (142,236) | $ (79,704) | $ (115,782) | $ (33,146) | $ (26,279) | $ (15,514) | $ (16,766) | $ (30,097) | $ (263,455) | $ (148,928) | $ (228,632) | $ (370,866) | $ (88,656) | $ (64,293) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||||
Depreciation and amortization | 3,710 | 2,926 | 4,424 | 6,008 | 2,323 | 625 | |||||||||
Stock-based compensation | 102,936 | 39,540 | 91,736 | 137,991 | 4,858 | 3,843 | |||||||||
Deferred income taxes | 2 | 2 | 4 | (1,063) | 151 | (2,002) | |||||||||
Non-cash in-kind services | 27,723 | 17,241 | 28,642 | 45,729 | 8,000 | 0 | |||||||||
Loss on forward contract liability | 0 | 0 | 0 | 0 | 1,324 | 0 | $ 0 | $ 0 | 0 | 0 | 1,324 | 1,324 | 1,324 | 0 | 0 |
Revaluation of warrant liability | 29,157 | (8,588) | |||||||||||||
Changes in operating assets and liabilities: | |||||||||||||||
Accounts receivable, net | 346 | 521 | 658 | (763) | 47 | ||||||||||
Prepaid expenses and other current assets | (4,024) | (779) | (250) | (1,586) | 157 | (2,588) | |||||||||
Accounts payable, accrued expenses and other current liabilities | 9,535 | 9,064 | 19,398 | 29,668 | (9,366) | 15,121 | |||||||||
Long-term and customer deposits | (7,247) | 4,892 | 6,823 | ||||||||||||
Net cash used in operating activities | (125,974) | (45,561) | (84,598) | (150,533) | (80,627) | (54,019) | |||||||||
Cash flows from investing activities | |||||||||||||||
Purchases and deposits of property, plant and equipment | (64,787) | (6,303) | (15,180) | (22,324) | (21,100) | (9,155) | |||||||||
Investments in affiliate | (15) | (8,817) | 0 | 0 | |||||||||||
Net cash used in investing activities | (89,587) | (6,303) | (15,195) | (31,141) | (39,302) | (15,410) | |||||||||
Cash flows from financing activities | |||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs paid | 50,349 | 50,349 | |||||||||||||
Business Combination and PIPE financing, net of issuance costs paid | 0 | 616,736 | 616,726 | 616,726 | 0 | 0 | |||||||||
Proceeds from the exercise of stock options | 1,884 | 2,204 | 9,650 | 1 | 0 | ||||||||||
Proceeds from the exercise of stock warrants, net of issuance costs paid | 263,064 | 264,548 | 0 | 0 | |||||||||||
Proceeds from landlord on finance lease | 0 | 889 | 889 | 889 | 0 | 0 | |||||||||
Payments on finance lease liability | (518) | (544) | (789) | (1,042) | |||||||||||
Proceeds from issuance of debt | 0 | 4,134 | 4,134 | 4,134 | 0 | 4,100 | |||||||||
Repayments of Debt | (4,100) | (4,134) | (4,134) | (4,134) | 0 | 0 | |||||||||
Net cash provided by (used in) financing activities | (1,023) | 669,314 | 932,443 | 941,120 | 35,805 | 211,732 | |||||||||
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | (216,584) | 617,450 | 832,650 | 759,446 | (84,124) | 142,303 | |||||||||
Cash and cash equivalents, including restricted cash and cash equivalents, beginning of period | 922,482 | 707,282 | 89,832 | $ 173,956 | 849,278 | 89,832 | 89,832 | 89,832 | 173,956 | 31,653 | |||||
Cash and cash equivalents, including restricted cash and cash equivalents, end of period | $ 632,694 | 849,278 | 922,482 | 707,282 | 89,832 | $ 632,694 | 707,282 | 922,482 | 849,278 | 89,832 | 173,956 | ||||
Series D Redeemable Convertible Preferred Stock | |||||||||||||||
Cash flows from financing activities | |||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs paid | 50,349 | 65,000 | $ 0 | ||||||||||||
As Previously Reported | |||||||||||||||
Cash flows from operating activities | |||||||||||||||
Net loss attributable to common stockholders | (147,096) | (117,449) | (86,625) | (119,771) | (237,220) | (384,314) | |||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||||
Depreciation and amortization | 2,926 | 4,424 | |||||||||||||
Stock-based compensation | 39,540 | 91,736 | |||||||||||||
Deferred income taxes | 2 | 4 | |||||||||||||
Non-cash in-kind services | 17,241 | 28,642 | |||||||||||||
Loss on forward contract liability | 1,324 | 1,324 | |||||||||||||
Revaluation of warrant liability | 0 | 0 | |||||||||||||
Changes in operating assets and liabilities: | |||||||||||||||
Accounts receivable, net | 346 | 521 | |||||||||||||
Prepaid expenses and other current assets | (1,125) | (250) | |||||||||||||
Accounts payable, accrued expenses and other current liabilities | 9,064 | 19,398 | |||||||||||||
Long-term and customer deposits | 4,892 | 6,823 | |||||||||||||
Net cash used in operating activities | (45,561) | (84,598) | (150,533) | ||||||||||||
Cash flows from investing activities | |||||||||||||||
Purchases and deposits of property, plant and equipment | (6,303) | (15,180) | |||||||||||||
Investments in affiliate | (15) | ||||||||||||||
Net cash used in investing activities | (6,303) | (15,195) | |||||||||||||
Cash flows from financing activities | |||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs paid | 50,349 | 50,349 | |||||||||||||
Business Combination and PIPE financing, net of issuance costs paid | 616,736 | 616,726 | |||||||||||||
Proceeds from the exercise of stock options | 1,884 | 2,204 | |||||||||||||
Proceeds from the exercise of stock warrants, net of issuance costs paid | 263,064 | ||||||||||||||
Proceeds from landlord on finance lease | 889 | 889 | |||||||||||||
Payments on finance lease liability | (544) | (789) | |||||||||||||
Proceeds from issuance of debt | 4,134 | 4,134 | |||||||||||||
Repayments of Debt | (4,134) | (4,134) | |||||||||||||
Net cash provided by (used in) financing activities | 669,314 | 932,443 | |||||||||||||
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | 617,450 | 832,650 | |||||||||||||
Cash and cash equivalents, including restricted cash and cash equivalents, beginning of period | 922,482 | 707,282 | 89,832 | 89,832 | 89,832 | 89,832 | |||||||||
Cash and cash equivalents, including restricted cash and cash equivalents, end of period | 922,482 | 707,282 | 89,832 | 707,282 | 922,482 | 89,832 | |||||||||
Adjustments | |||||||||||||||
Cash flows from operating activities | |||||||||||||||
Net loss attributable to common stockholders | 4,860 | 37,745 | (29,157) | (29,157) | 8,588 | 13,448 | |||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||||
Depreciation and amortization | 0 | 0 | |||||||||||||
Stock-based compensation | 0 | 0 | |||||||||||||
Deferred income taxes | 0 | 0 | |||||||||||||
Non-cash in-kind services | 0 | 0 | |||||||||||||
Loss on forward contract liability | 0 | 0 | |||||||||||||
Revaluation of warrant liability | 29,157 | (8,588) | |||||||||||||
Changes in operating assets and liabilities: | |||||||||||||||
Accounts receivable, net | 0 | 0 | |||||||||||||
Prepaid expenses and other current assets | 0 | 0 | |||||||||||||
Accounts payable, accrued expenses and other current liabilities | 0 | 0 | |||||||||||||
Long-term and customer deposits | 0 | 0 | |||||||||||||
Net cash used in operating activities | 0 | 0 | 0 | ||||||||||||
Cash flows from investing activities | |||||||||||||||
Purchases and deposits of property, plant and equipment | 0 | 0 | |||||||||||||
Investments in affiliate | 0 | ||||||||||||||
Net cash used in investing activities | 0 | 0 | |||||||||||||
Cash flows from financing activities | |||||||||||||||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs paid | 0 | 0 | |||||||||||||
Business Combination and PIPE financing, net of issuance costs paid | 0 | 0 | |||||||||||||
Proceeds from the exercise of stock options | 0 | 0 | |||||||||||||
Proceeds from the exercise of stock warrants, net of issuance costs paid | 0 | ||||||||||||||
Proceeds from landlord on finance lease | 0 | 0 | |||||||||||||
Payments on finance lease liability | 0 | 0 | |||||||||||||
Proceeds from issuance of debt | 0 | 0 | |||||||||||||
Repayments of Debt | 0 | 0 | |||||||||||||
Net cash provided by (used in) financing activities | 0 | 0 | |||||||||||||
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | 0 | 0 | |||||||||||||
Cash and cash equivalents, including restricted cash and cash equivalents, beginning of period | $ 0 | 0 | $ 0 | 0 | 0 | $ 0 | |||||||||
Cash and cash equivalents, including restricted cash and cash equivalents, end of period | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurement Inputs (Details) - Derivative Financial Instruments, Put Right Liabilities | Jun. 22, 2021$ / shares |
Stock price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 17.32 |
Strike Price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 14.86 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.95 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.0010 |
BUSINESS COMBINATION - Schedule
BUSINESS COMBINATION - Schedule of Shares Issued (Details) $ in Thousands | Jul. 22, 2020shares | Jun. 03, 2020shares | Jun. 02, 2020shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($)shares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||||||||
Cash - PIPE | $ | $ 525,000 | $ 525,000 | |||||||
Less: VectoIQ loan payoff in conjunction with close | $ | (422) | (422) | |||||||
Net Business Combination and PIPE financing | $ | $ 0 | 616,736 | $ 616,726 | 616,726 | $ 0 | $ 0 | |||
Less: non-cash net liabilities assumed from VectoIQ | $ | 0 | (21,919) | (21,919) | 0 | 0 | ||||
Less: accrued transaction costs and advisory fees | $ | $ 0 | (295) | (285) | $ 0 | $ 0 | ||||
Net contributions from Business Combination and PIPE financing | $ | $ 594,522 | $ 594,522 | |||||||
Common stock, shares outstanding (in shares) | shares | 360,904,478 | 151,831,441 | 397,077,561 | 360,910,639 | 384,083,110 | 391,041,347 | 270,826,092 | ||
Shares issued in PIPE (in shares) | shares | 22,877,806 | ||||||||
Business Combination and PIPE financing (in shares) | shares | 72,272,942 | ||||||||
Legacy Nikola shares (in shares) | shares | 288,631,536 | ||||||||
Conversion of stock, conversion ratio | 1.901 | ||||||||
VectoIQ | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash - VectoIQ's trust and cash (net of redemptions) | $ | $ 238,358 | $ 238,358 | |||||||
Less: transaction costs and advisory fees paid | $ | (51,200) | (51,210) | |||||||
Less: non-cash net liabilities assumed from VectoIQ | $ | (21,919) | (21,919) | |||||||
Private Placement | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares issued in PIPE (in shares) | shares | 52,500,000 | ||||||||
Common Shareholders | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock of VectoIQ and VectoIQ Founder Shares (in shares) | shares | 22,983,872 | ||||||||
VectoIQ Founders | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock of VectoIQ and VectoIQ Founder Shares (in shares) | shares | 6,640,000 | ||||||||
M&M Residual, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Repurchase and redemption of stock | $ | (70,000) | (70,000) | |||||||
Stock repurchased during the period (in shares) | shares | (7,000,000) | ||||||||
Nimbus Holdings, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Repurchase and redemption of stock | $ | $ (25,000) | $ (25,000) | |||||||
Stock repurchased during the period (in shares) | shares | (2,850,930) | (2,850,930) | |||||||
VectoIQ | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock, shares outstanding (in shares) | shares | 22,986,574 | ||||||||
Stock repurchased during the period (in shares) | shares | (2,702) |
BALANCE SHEET COMPONENTS - Inve
BALANCE SHEET COMPONENTS - Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 2,267 | |
Work-in-process | 0 | |
Finished goods | 0 | |
Inventory | $ 2,267 | $ 0 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 22, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Equity Method Investments [Line Items] | ||||||||
Payments to acquire joint venture | $ 15 | $ 8,817 | $ 0 | $ 0 | ||||
Equity method investments | $ 8,420 | $ 63,639 | 8,420 | 0 | ||||
Cash consideration for investment in affiliates | 25,000 | $ 0 | ||||||
Common stock issued for investment in affiliates including common stock subject to Put Right | $ 0 | 13,237 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Nikola Iveco Europe B.V. | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | ||||||
Payments to acquire joint venture | $ 8,800 | $ 8,800 | ||||||
Equity method investments | $ 8,400 | $ 6,300 | $ 8,400 | |||||
Nikola Iveco Europe B.V. | Nikola Iveco Europe B.V. | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | 50.00% | |||||
Equity method investment, volume and profit allocation percentage | 50.00% | 50.00% | 50.00% | |||||
Wabash Valley Resources | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment, ownership percentage | 20.00% | |||||||
Equity method investments | $ 57,376 | |||||||
Cash consideration for investment in affiliates | $ 25,000 | |||||||
Common stock issued for investment in affiliates (in shares) | 1,682,367 | |||||||
Sale of stock, price per share (in dollars per share) | $ 14.86 | |||||||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | $ 32,400 | |||||||
Fair value | 54,139 | |||||||
Common stock issued for investment in affiliates including common stock subject to Put Right | 13,200 | |||||||
Wabash Valley Resources | Put Option | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Common stock issued for investment in affiliates including common stock subject to Put Right | $ 3,200 | |||||||
Iveco | Nikola Iveco Europe B.V. | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | ||||||
Iveco | Nikola Iveco Europe B.V. | Nikola Iveco Europe B.V. | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | 50.00% | |||||
Equity method investment, volume and profit allocation percentage | 50.00% | 50.00% | 50.00% |
INVESTMENTS - Equity Method Inv
INVESTMENTS - Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity in net loss of affiliates | $ (1,126) | $ (637) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (1,920) | $ 0 | $ (637) | $ 0 | $ 0 |
Nikola Iveco Europe B.V. | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity in net loss of affiliates | $ (1,126) | $ 0 | $ (1,920) | $ 0 | $ (600) |
INVESTMENTS - Reconciliation of
INVESTMENTS - Reconciliation of Closing Stock Consideration (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 22, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||||
Total investment in affiliates | $ 63,639 | $ 8,420 | $ 0 | |
Wabash Valley Resources | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Common stock issued for investment in affiliates including common stock subject to Put Right | $ 29,139 | |||
Cash consideration for investment in affiliates | 25,000 | |||
Fair value of cash and common stock consideration for WVR | 54,139 | |||
Fair value of embedded Put Right | 3,237 | |||
Total investment in affiliates | $ 57,376 |
CAPITAL STRUCTURE (Details)
CAPITAL STRUCTURE (Details) - USD ($) | Jun. 11, 2021 | Jul. 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Jun. 03, 2020 |
Class of Warrant or Right [Line Items] | ||||||||||||
Common stock and preferred stock, shares authorized (in shares) | 750,000,000 | 750,000,000 | 750,000,000 | 750,000,000 | 750,000,000 | |||||||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | |||
Preferred stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | |||
Revaluation of warrant liability | $ (2,511,000) | $ (29,157,000) | $ (1,560,000) | $ (29,157,000) | $ 13,448,000 | |||||||
Warrant liability | $ 8,895,000 | $ 7,335,000 | 8,895,000 | 7,335,000 | ||||||||
Purchase period | $ 36 | |||||||||||
Payments of stock issuance costs | $ 5,571,000 | 8,403,000 | $ 8,403,000 | $ 4,700 | $ 7,000 | |||||||
Issuance of common stock for commitment shares | 2,600,000 | 2,625,000 | 0 | |||||||||
Proceeds from issuance of common stock | $ 263,100,000 | $ 1,500,000 | $ 0 | $ 50,349,000 | ||||||||
Common stock issued (in shares) | 22,877,806 | |||||||||||
Registration Rights Agreement | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Sale of stock, consideration received on transaction | $ 300,000,000 | |||||||||||
Maximum allowable beneficial ownership | 4.99% | |||||||||||
Number of shares issued in transaction (in shares) | 18,012,845 | 0 | ||||||||||
Percentage of volume weighted average price | 97.00% | |||||||||||
Registration Rights Agreement Shares Issued For Commitment Fee | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of shares issued in transaction (in shares) | 155,703 | |||||||||||
Outstanding warrants | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of shares called by each warrant (in shares) | 1 | 1 | 1 | 1 | ||||||||
Warrant exercise price per share (in dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||
Warrant period following business combination | 30 days | 30 days | ||||||||||
Private Warrant | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants outstanding (in shares) | 760,915 | 760,915 | 760,915 | 760,915 | ||||||||
Number of warrants exercised (in shares) | 129,085 | |||||||||||
Public Warrant | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Redemption price threshold (in usd per share) | $ 122,194 | $ 122,194 | ||||||||||
Warrant redemption price per share (in dollars per share) | $ 0.01 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Jan. 26, 2021 | Oct. 19, 2020 | Feb. 28, 2019USD ($)a | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($)employee | Jul. 29, 2021count | Nov. 16, 2020legal_motion | Sep. 23, 2020derivativeAction | Sep. 21, 2020officerAndEmployee | Sep. 20, 2020board_member | Sep. 15, 2020lawsuit | Sep. 14, 2020officerAndEmployee | Dec. 31, 2019a |
Other Commitments [Line Items] | ||||||||||||||
Number of class action lawsuits | lawsuit | 6 | |||||||||||||
Number of derivative actions | derivativeAction | 2 | |||||||||||||
Period of derivative action | 30 days | 30 days | ||||||||||||
Subsequent Event | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Period of derivative action | 30 days | |||||||||||||
Internal Review | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Number of officers and employees to receive subpoenas | officerAndEmployee | 3 | 5 | ||||||||||||
Number of board members | board_member | 3 | |||||||||||||
Number of employees interviewed (over) | employee | 30 | |||||||||||||
Legal fees | $ 3.2 | $ 8.1 | ||||||||||||
Legal fees paid | $ 6.2 | 1.5 | ||||||||||||
Accrued legal and professional fees | $ 6.4 | $ 6.4 | $ 6.6 | |||||||||||
Number of motions filed | legal_motion | 10 | |||||||||||||
Internal Review | Subsequent Event | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Number of counts of securities fraud | count | 2 | |||||||||||||
Number of counts of wire fraud | count | 1 | |||||||||||||
Coolidge, Arizona | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Area of land | a | 430 | 430 | ||||||||||||
Manufacturing Facility Commitment | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Construction completion period (in years) | 5 years | |||||||||||||
Construction completion deadline monthly extension fee | $ 0.2 | |||||||||||||
Construction completion, maximum extension period (in years) | 2 years | |||||||||||||
Security deposit payable | $ 4 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | Jul. 30, 2021 | Jul. 12, 2021 | Feb. 25, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||||||||
Repayments of debt | $ 4,100 | $ 4,134 | $ 4,134 | $ 4,134 | $ 0 | $ 0 | |||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Repayments of debt | $ 4,100 | ||||||||
Subsequent Event | Stock Purchase Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued in transaction (in shares) | 2,909,393 | 1,004,120 | |||||||
Sale of stock, consideration received on transaction | $ 14,800 | ||||||||
Subsequent Event | Stock Purchase Agreement | Minimum | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of stock, consideration received on transaction | $ 30,000 | ||||||||
Subsequent Event | Stock Purchase Agreement | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of stock, consideration received on transaction | $ 35,000 |
Uncategorized Items - d214942ds
Label | Element | Value |
Money Market Funds [Member] | ||
Restricted Cash and Cash Equivalents, Fair Value Disclosure | nkla_RestrictedCashAndCashEquivalentsFairValueDisclosure | $ 4,100,000 |
Restricted Cash and Cash Equivalents, Fair Value Disclosure | nkla_RestrictedCashAndCashEquivalentsFairValueDisclosure | 4,144,000 |
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Restricted Cash and Cash Equivalents, Fair Value Disclosure | nkla_RestrictedCashAndCashEquivalentsFairValueDisclosure | 0 |
Restricted Cash and Cash Equivalents, Fair Value Disclosure | nkla_RestrictedCashAndCashEquivalentsFairValueDisclosure | 0 |
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Restricted Cash and Cash Equivalents, Fair Value Disclosure | nkla_RestrictedCashAndCashEquivalentsFairValueDisclosure | 0 |
Restricted Cash and Cash Equivalents, Fair Value Disclosure | nkla_RestrictedCashAndCashEquivalentsFairValueDisclosure | 0 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Restricted Cash and Cash Equivalents, Fair Value Disclosure | nkla_RestrictedCashAndCashEquivalentsFairValueDisclosure | 4,100,000 |
Restricted Cash and Cash Equivalents, Fair Value Disclosure | nkla_RestrictedCashAndCashEquivalentsFairValueDisclosure | 4,144,000 |
Money Market Funds [Member] | ||
Restricted Cash and Cash Equivalents, Noncurrent | us-gaap_RestrictedCashAndCashEquivalentsNoncurrent | 4,100,000 |
Restricted Cash and Cash Equivalents, Noncurrent | us-gaap_RestrictedCashAndCashEquivalentsNoncurrent | 0 |
Cash and Cash Equivalents, at Carrying Value | us-gaap_CashAndCashEquivalentsAtCarryingValue | 609,000,000 |
Cash and Cash Equivalents, at Carrying Value | us-gaap_CashAndCashEquivalentsAtCarryingValue | 827,100,000 |
Cash and Cash Equivalents, at Carrying Value | us-gaap_CashAndCashEquivalentsAtCarryingValue | $ 73,000,000 |