Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 01, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38495 | |
Entity Registrant Name | Nikola Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-4151153 | |
Entity Address, Address Line One | 4141 E Broadway Road | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85040 | |
City Area Code | 480 | |
Local Phone Number | 666-1038 | |
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | NKLA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 404,377,685 | |
Entity Central Index Key | 0001731289 | |
Document Fiscal Year Focus | 2021 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 586,986 | $ 840,913 |
Restricted cash and cash equivalents | 0 | 4,365 |
Inventory | 3,644 | 0 |
Prepaid in-kind services | 6,041 | 46,271 |
Prepaid expenses and other current assets | 13,329 | 5,368 |
Total current assets | 610,000 | 896,917 |
Restricted cash and cash equivalents | 0 | 4,000 |
Long-term deposits | 25,078 | 17,687 |
Property, plant and equipment, net | 200,655 | 71,401 |
Intangible assets, net | 97,181 | 50,050 |
Investment in affiliates | 62,370 | 8,420 |
Goodwill | 5,238 | 5,238 |
Total assets | 1,000,522 | 1,053,713 |
Current liabilities | ||
Accounts payable | 57,251 | 29,364 |
Accrued expenses and other current liabilities | 170,884 | 17,739 |
Finance lease liabilities, current | 24,963 | 1,070 |
Term note, current | 0 | 4,100 |
Total current liabilities | 253,098 | 52,273 |
Finance lease liabilities | 428 | 13,956 |
Warrant liability | 4,428 | 7,335 |
Other long-term liabilities | 34,732 | 0 |
Deferred tax liabilities, net | 10 | 8 |
Total liabilities | 292,696 | 73,572 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.0001 par value, 600,000,000 shares authorized, 404,306,242 and 391,041,347 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 40 | 39 |
Additional paid-in capital | 1,799,101 | 1,540,037 |
Accumulated other comprehensive income (loss) | (119) | 239 |
Accumulated deficit | (1,091,196) | (560,174) |
Total stockholders' equity | 707,826 | 980,141 |
Total liabilities and stockholders' equity | $ 1,000,522 | $ 1,053,713 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Stockholders' equity | ||
Preferred stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, shares issued (in shares) | 404,306,242 | 391,041,347 |
Common stock, shares outstanding (in shares) | 404,306,242 | 391,041,347 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Solar revenues | $ 0 | $ 0 | $ 0 | $ 94 |
Cost of solar revenues | 0 | 0 | 0 | 73 |
Gross profit | 0 | 0 | 0 | 21 |
Operating expenses: | ||||
Research and development | 78,896 | 51,496 | 201,785 | 118,098 |
Selling, general, and administrative | 192,929 | 65,782 | 329,028 | 117,821 |
Total operating expenses | 271,825 | 117,278 | 530,813 | 235,919 |
Loss from operations | (271,825) | (117,278) | (530,813) | (235,898) |
Other income (expense): | ||||
Interest income (expense), net | (118) | 171 | (219) | 255 |
Loss on forward contract liability | 0 | 0 | 0 | (1,324) |
Revaluation of warrant liability | 4,467 | 37,745 | 2,907 | 8,588 |
Other income (expense), net | 1,057 | (340) | 174 | (249) |
Loss before income taxes and equity in net loss of affiliates | (266,419) | (79,702) | (527,951) | (228,628) |
Income tax expense | 1 | 2 | 4 | 4 |
Loss before equity in net loss of affiliates | (266,420) | (79,704) | (527,955) | (228,632) |
Equity in net loss of affiliates | (1,147) | 0 | (3,067) | 0 |
Net loss attributable to common stockholders | (267,567) | (79,704) | (531,022) | (228,632) |
Premium paid on repurchase of redeemable convertible preferred stock | 0 | 0 | 0 | (13,407) |
Net loss attributable to common stockholders | $ (267,567) | $ (79,704) | $ (531,022) | $ (242,039) |
Net loss per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ (0.67) | $ (0.21) | $ (1.34) | $ (0.76) |
Diluted (in dollars per share) | $ (0.68) | $ (0.31) | $ (1.35) | $ (0.79) |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 400,219,585 | 377,660,477 | 395,691,795 | 318,315,891 |
Diluted (in shares) | 400,230,669 | 378,286,678 | 395,860,876 | 318,976,447 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Statement) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (267,567) | $ (79,704) | $ (531,022) | $ (228,632) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment, net of tax | (123) | 0 | (358) | 0 |
Comprehensive loss | $ (267,690) | $ (79,704) | $ (531,380) | $ (228,632) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Revision of Prior Period, Adjustment | Previously Reported | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Common StockRevision of Prior Period, Adjustment | Common StockPreviously Reported | Additional Paid-in Capital | Additional Paid-in CapitalRevision of Prior Period, Adjustment | Additional Paid-in CapitalPreviously Reported | Accumulated Deficit | Accumulated DeficitRevision of Prior Period, Adjustment | Accumulated DeficitPreviously Reported | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | |
Balance at beginning of period (in shares) at Dec. 31, 2019 | (82,297,742) | 82,297,742 | ||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ (383,987) | $ 383,987 | ||||||||||||||
Balance at end of period (in shares) at Sep. 30, 2020 | 0 | |||||||||||||||
Balance at end of period at Sep. 30, 2020 | $ 0 | |||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 270,826,092 | 210,658,758 | 60,167,334 | |||||||||||||
Balance at beginning of period at Dec. 31, 2019 | 195,508 | $ 383,987 | $ (188,479) | $ (828) | $ 27 | $ 26 | $ 1 | $ 383,961 | $ 383,961 | $ 0 | $ (188,480) | $ 0 | $ (188,480) | $ (828) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
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 | |||||||||||||||
Shares issued during period, value, recapitalization | 594,522 | $ 7 | 594,515 | |||||||||||||
Exercise of stock options (in shares) | 2,081,577 | |||||||||||||||
Exercise of stock options | 2,204 | 2,204 | ||||||||||||||
Common stock issued related to warrants exercised (in shares) | 22,877,806 | |||||||||||||||
Common stock issued related to warrants exercised | 263,064 | $ 3 | 263,061 | |||||||||||||
Issuance of stock (in shares) | [1] | 6,581,340 | ||||||||||||||
Issuance of stock | [1] | 56,250 | $ 1 | 56,249 | ||||||||||||
Stock-based compensation | 91,736 | 91,736 | ||||||||||||||
Net loss | (228,632) | (228,632) | ||||||||||||||
Balance at end of period (in shares) at Sep. 30, 2020 | 384,083,110 | |||||||||||||||
Balance at end of period at Sep. 30, 2020 | $ 1,065,823 | $ 39 | 1,483,724 | (417,940) | ||||||||||||
Balance at end of period (in shares) at Sep. 30, 2020 | 0 | |||||||||||||||
Balance at end of period at Sep. 30, 2020 | $ 0 | |||||||||||||||
Balance at beginning of period (in shares) at Jun. 30, 2020 | 360,910,639 | |||||||||||||||
Balance at beginning of period at Jun. 30, 2020 | 829,947 | $ 36 | 1,168,147 | (338,236) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Exercise of stock options (in shares) | 294,665 | |||||||||||||||
Exercise of stock options | 320 | 320 | ||||||||||||||
Common stock issued related to warrants exercised (in shares) | 22,877,806 | |||||||||||||||
Common stock issued related to warrants exercised | 263,064 | $ 3 | 263,061 | |||||||||||||
Stock-based compensation | 52,196 | 52,196 | ||||||||||||||
Net loss | (79,704) | (79,704) | ||||||||||||||
Balance at end of period (in shares) at Sep. 30, 2020 | 384,083,110 | |||||||||||||||
Balance at end of period at Sep. 30, 2020 | 1,065,823 | $ 39 | 1,483,724 | (417,940) | ||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 391,041,347 | |||||||||||||||
Balance at beginning of period at Dec. 31, 2020 | 980,141 | $ 39 | 1,540,037 | (560,174) | $ 239 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Exercise of stock options (in shares) | 3,182,359 | |||||||||||||||
Exercise of stock options | 3,981 | $ 1 | 3,980 | |||||||||||||
Issuance of shares for RSU awards (in shares) | 1,721,686 | |||||||||||||||
Common stock issued for commitment shares (in shares) | 407,743 | |||||||||||||||
Common stock issued under Stock Purchase Agreement | 5,564 | 5,564 | ||||||||||||||
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 | ||||||||||||||
Issuance of stock (in shares) | 6,270,740 | |||||||||||||||
Issuance of stock | 72,866 | 72,866 | ||||||||||||||
Stock-based compensation | 151,983 | 151,983 | ||||||||||||||
Reclassification from mezzanine equity to equity after elimination of put right | 5,532 | 5,532 | ||||||||||||||
Net loss | (531,022) | (531,022) | ||||||||||||||
Other comprehensive loss | (358) | (358) | ||||||||||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 404,306,242 | |||||||||||||||
Balance at end of period at Sep. 30, 2021 | 707,826 | $ 40 | 1,799,101 | (1,091,196) | (119) | |||||||||||
Balance at beginning of period (in shares) at Jun. 30, 2021 | 397,077,561 | |||||||||||||||
Balance at beginning of period at Jun. 30, 2021 | $ 844,777 | $ 40 | 1,668,362 | (823,629) | 4 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Exercise of stock options (in shares) | 3,182,359 | 252,442 | ||||||||||||||
Exercise of stock options | $ 355 | $ 0 | 355 | |||||||||||||
Issuance of shares for RSU awards (in shares) | 453,459 | |||||||||||||||
Common stock issued for commitment shares (in shares) | 252,040 | |||||||||||||||
Common stock issued under Stock Purchase Agreement | 2,939 | 2,939 | ||||||||||||||
Issuance of stock (in shares) | 6,270,740 | |||||||||||||||
Issuance of stock | 72,866 | 72,866 | ||||||||||||||
Stock-based compensation | 49,047 | 49,047 | ||||||||||||||
Reclassification from mezzanine equity to equity after elimination of put right | 5,532 | 5,532 | ||||||||||||||
Net loss | (267,567) | (267,567) | ||||||||||||||
Other comprehensive loss | (123) | (123) | ||||||||||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 404,306,242 | |||||||||||||||
Balance at end of period at Sep. 30, 2021 | $ 707,826 | $ 40 | $ 1,799,101 | $ (1,091,196) | $ (119) | |||||||||||
[1] | (1) 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 ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (531,022) | $ (228,632) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,959 | 4,424 |
Stock-based compensation | 151,983 | 91,736 |
Deferred income taxes | 2 | 4 |
Non-cash in-kind services | 40,230 | 28,642 |
Loss on forward contract liability | 0 | 1,324 |
Equity in net loss of affiliates | 3,067 | 0 |
Revaluation of warrant liability | (2,907) | (8,588) |
Revaluation of derivative liability | (319) | 0 |
Issuance of common stock for commitment shares | 5,564 | 0 |
Loss on sale of equipment | 1,008 | 0 |
Changes in operating assets and liabilities: | ||
Inventory | (3,644) | 0 |
Prepaid expenses and other current assets | (7,090) | 271 |
Accounts payable, accrued expenses and other current liabilities | 147,160 | 19,398 |
Long-term and customer deposits | (4,705) | 6,823 |
Other long-term liabilities | (655) | 0 |
Net cash used in operating activities | (195,369) | (84,598) |
Cash flows from investing activities | ||
Purchases and deposits of property, plant and equipment | (113,680) | (15,180) |
Investments in affiliates | (25,000) | (15) |
Proceeds from sale of equipment | 200 | 0 |
Net cash used in investing activities | (138,480) | (15,195) |
Cash flows from financing activities | ||
Business Combination and PIPE financing, net of issuance costs paid | 0 | 616,726 |
Proceeds from the exercise of stock options | 4,194 | 2,204 |
Proceeds from the exercise of stock warrants, net of issuance costs paid | 0 | 263,064 |
Proceeds from landlord of finance lease | 0 | 889 |
Payments on finance lease liabilities | (759) | (789) |
Proceeds from note payable | 0 | 4,134 |
Payment of note payable | (4,100) | (4,134) |
Payments for issuance costs | (644) | 0 |
Net cash provided by financing activities | 71,557 | 932,443 |
Net increase (decrease) in cash and cash equivalents, including restricted cash | (262,292) | 832,650 |
Cash and cash equivalents, including restricted cash, beginning of period | 849,278 | 89,832 |
Cash and cash equivalents, including restricted cash, end of period | 586,986 | 922,482 |
Supplementary cash flow disclosures: | ||
Cash paid for interest | 573 | 683 |
Cash interest received | 456 | 887 |
Supplementary disclosures for noncash investing and financing activities: | ||
Purchases of property, plant and equipment included in liabilities | 21,001 | 2,136 |
Accrued deferred issuance costs | 439 | 0 |
Non-cash prepaid in-kind services | 0 | 63,358 |
Accrued Business Combination and PIPE transaction costs | 0 | 285 |
Net liabilities assumed from VectoIQ | 0 | 21,919 |
Leased assets obtained in exchange for new finance lease liabilities | 11,125 | 0 |
Common stock issued for commitment shares | 5,564 | 0 |
Common stock issued for investments in affiliates, including common stock with embedded put right | 32,376 | 0 |
Settlement of forward contract liability | 0 | 1,324 |
Acquired intangible assets included in liabilities | 47,181 | 0 |
Stock Purchase Agreement | ||
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 72,866 | 0 |
Series D Redeemable Convertible Preferred Stock | ||
Cash flows from financing activities | ||
Proceeds from issuance of common stock | $ 0 | $ 50,349 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Payments of stock issuance costs | $ 8,403 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION (a) Overview Nikola Corporation (‘‘Nikola’’ or the ‘‘Company’’) is a designer and manufacturer of heavy-duty commercial battery-electric and hydrogen-electric vehicles and energy infrastructure solutions. On June 3, 2020 (the "Closing Date"), VectoIQ Acquisition Corp. ("VectoIQ"), consummated the previously announced merger pursuant to the Business Combination Agreement, dated March 2, 2020 (the "Business Combination Agreement"), by and among 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021 and December 31, 2020, the Company had $587.0 million and $840.9 million of cash and cash equivalents, which included cash equivalents of $539.0 million and $827.1 million of highly liquid investments at September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021 and December 31, 2020, the Company had zero and $8.4 million, respectively, in current and non-current restricted cash. Restricted cash represents cash that is restricted as to withdrawal or usage and primarily consists of refundable deposits and securitization of the Company's term loan. 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 September 30, 2021 December 31, 2020 September 30, 2020 December 31, 2019 Cash and cash equivalents $ 586,986 $ 840,913 $ 907,530 $ 85,688 Restricted cash and cash equivalents – current — 4,365 10,952 — Restricted cash and cash equivalents – non-current — 4,000 4,000 4,144 Cash, cash equivalents and restricted cash and cash equivalents $ 586,986 $ 849,278 $ 922,482 $ 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 September 30, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 538,950 $ — $ — $ 538,950 Liabilities Warrant liability $ — $ — $ 4,428 $ 4,428 Derivative liability — — 7,386 7,386 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 nine months ended September 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 (2,907) Estimated fair value at September 30, 2021 $ 4,428 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 September 30, 2021 December 31, 2020 Stock price $ 10.67 $ 15.26 Exercise price $ 11.50 $ 11.50 Remaining term (in years) 3.67 4.42 Volatility 80 % 75 % Risk-free rate 0.68 % 0.30 % Expected dividend yield — % — % On June 22, 2021 (the "WVR Closing Date"), the Company entered into a Membership Interests Purchase Agreement (the “Original 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 6, Investments). Under the Original MIPA, each Seller had a right but not the obligation, in its sole discretion, to cause the Company to purchase a portion of such Seller’s Shares outside the specified blackout windows, at $14.86 per share of common stock (the "Put Right") with a maximum share repurchase of $10.0 million in aggregate. The potential cash settlement from the shares of common stock subject to the Put Right and the fair value of the embedded Put Right was recorded in temporary equity. The fair value of the Put Right, a level 3 measurement, was estimated using a Monte Carlo simulation model. The application of the 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 % On September 13, 2021, the Company entered into an Amended Membership Interest Purchase Agreement (the "Amended MIPA") with WVR and the Sellers, pursuant to which the Seller's rights to cause the Company to purchase a portion of such Seller's shares, the Put Right, was removed in its entirety and replaced with the first price differential and second price differential (together the "Price Differential"). The first price differential is equal to $14.86 (the "Issue Price"), less the average closing price for shares of the Company's common stock for the 15 consecutive days immediately following September 20, 2021. The second price differential is equal to the Issue Price less the average closing price for shares of the Company's common stock for the five and the second price differential on June 28, 2022. Under the Amended MIPA, the Company's maximum obligation is $10.0 million in aggregate. As a result of the Amended MIPA, the shares of common stock with the embedded Put Right were deemed modified and $13.2 million was reclassified from temporary equity to equity on the consolidated balance sheets. The Price Differential is a freestanding financial instrument and accounted for as a derivative liability. The fair value of the derivative at modification was $7.7 million and was recognized in accrued expenses and other current liabilities on the consolidated balance sheets, resulting in a net impact of $5.5 million to equity. The derivative liability will be remeasured at each reporting period with changes in its fair value recorded in other income (expense), net on the consolidated statements of operations. The change in fair value of the derivative liability was as follows: Derivative Liability Estimated fair value at September 13, 2021 $ 7,705 Change in fair value (319) Estimated fair value at September 30, 2021 $ 7,386 The fair value of the derivative liability, a level 3 measurement, was estimated using a Monte Carlo simulation model. The application of the Monte Carlo simulation model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used: As of September 13, 2021 September 30, 2021 Stock Price $ 10.03 $ 10.67 Strike Price $ 14.86 $ 14.86 Volatility 95 % 95 % Risk-free rate 0.07 % 0.07 % (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 September 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. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | 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 7, 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 nine months ended September 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 (51,210) 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 | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Inventory Inventory includes raw materials and purchased components in support of the pre-series Nikola Tre BEV builds which commenced in October 2021, and consists of the following: As of September 30, 2021 Raw materials $ 3,644 Work in process — Finished goods — Total inventory $ 3,644 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 September 30, 2021 and December 31, 2020: As of September 30, 2021 December 31, 2020 Buildings $ 58,708 $ — Machinery and equipment 31,141 14,820 Furniture and fixtures 1,480 1,480 Leasehold improvements 2,854 1,488 Software 6,552 4,285 Finance lease assets 40,380 34,775 Construction-in-progress 65,276 21,218 Other 2,979 1,750 Property, plant and equipment, gross 209,370 79,816 Less: accumulated depreciation and amortization (8,715) (8,415) Total property, plant and equipment, net $ 200,655 $ 71,401 Construction-in-progress on the Company's consolidated balance sheets as of September 30, 2021 relates primarily to the build out of the BEV charging mobile infrastructure and construction of the Company's manufacturing plant in Coolidge, Arizona. The Company placed Phase 0.5 of the plant in service in July 2021. During the third quarter of 2021, the Company issued a notice indicating its intent to exercise the purchase option on its headquarters and R&D facility in Phoenix, Arizona for $25.1 million. As of the issuance of the notice, the lease liability was remeasured resulting in a $10.5 million remeasurement adjustment to the lease liability and a corresponding increase to the finance lease asset. The Company anticipates the purchase of its headquarters will be completed in the fourth quarter of 2021. Depreciation expense for the three months ended September 30, 2021 and 2020 was $2.2 million and $1.5 million, respectively. Depreciation expense for the nine months ended September 30, 2021 and 2020 was $5.9 million and $4.4 million, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at September 30, 2021 and December 31, 2020: As of September 30, 2021 December 31, 2020 Accrued payroll and payroll related expenses $ 3,563 $ 1,105 Accrued deferred issuance costs 439 285 Accrued outsourced engineering services 6,438 2,514 Accrued purchases of property, plant and equipment 3,878 2,533 Accrued legal expenses 5,373 8,845 Derivative liability 7,386 — Accrued purchase of intangible asset 11,577 — Legal loss contingency 125,000 — Other accrued liabilities 7,230 2,457 Total accrued expenses and other current liabilities $ 170,884 $ 17,739 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows: As of September 30, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Licenses $ 97,181 $ — $ 97,181 Total intangible assets $ 97,181 $ — $ 97,181 As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Licenses $ 50,150 $ (100) $ 50,050 Total intangible assets $ 50,150 $ (100) $ 50,050 During the third quarter of 2021, the Company was granted a non-exclusive and non-transferable license to intellectual property that will be used to adapt, further develop and assemble fuel cell power modules ("FCPMs") for use in the production of fuel cell electric vehicles ("FCEV"). The license was accounted for as an asset acquisition and the accumulated cost of the license was determined to be 40 million euros or $47.2 million. As of September 30, 2021, the Company recognized 10 million euros or $11.6 million in accrued expenses and other current liabilities and 30 million euros or $34.7 million in other long-term liabilities related to the payments for the license, which will be made in four installments from 2022 through 2023. The Company will amortize the license beginning at the start of production for FCEVs. As of September 30, 2021, the Company has not started amortizing the license. |
INVESTMENTS IN AFFILIATES
INVESTMENTS IN AFFILIATES | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN AFFILIATES | 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 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 the Company 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 September 30, 2021 and December 31, 2020, the carrying amount of the Company's equity interest was $4.8 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 nine months ended September 30, 2021 and 2020, is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Equity in net loss of affiliates $ (1,359) $ — $ (3,279) $ — During the third quarter of 2021, the joint venture executed a term loan facility agreement for 15.0 million euros ($17.4 million as of September 30, 2021) with a 5 year term and a revolving credit facility agreement for 6.0 million euros ($7.0 million as of September 30, 2021) with a 4 year term. Each agreement was guaranteed 50% by the Company and 50% by Iveco. As of September 30, 2021, the Company's maximum exposure to loss was $17.0 million, which represents the book value of the Company's equity interest and guaranteed debt obligations of $12.2 million. Wabash Valley Resources LLC On June 22, 2021, the Company entered into the Original MIPA with WVR and the Sellers, pursuant to which, the Company purchased a 20% equity interest in WVR in exchange for $25.0 million in cash and 1,682,367 shares of the Company’s common stock. WVR is developing a clean hydrogen project in West Terre Haute, Indiana, including a hydrogen production facility. The common stock consideration was calculated based on the 30-day average closing stock price of the Company, or $14.86 per share, and the Company issued 1,682,367 shares of its common stock. As of the WVR Closing Date, the fair value of the stock consideration and Put Right was $32.4 million, based upon the closing price of the Company's common stock as of the WVR Closing Date and 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 originally classified as temporary equity on the consolidated balance sheets for $13.2 million which includes the fair value of the embedded Put Right of $3.2 million. Subsequently, the Put Right was removed and replaced with the Price Differential. See Note 2, Summary of Significant Accounting Policies , for further details. Refer below for a reconciliation of the fair value of the Company's 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. As of September 30, 2021 and December 31, 2020, the carrying amount of the Company's equity interest was $57.6 million and zero, 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 nine months ended September 30, 2021 and 2020, is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Equity in net earnings of affiliate $ 212 $ — $ 212 $ — 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 amount of the investment. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
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 nine months ended September 30, 2020, the Company recognized expense of $1.1 million and $1.3 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 nine months ended September 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 nine months ended September 30, 2020, the Company issued zero 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 zero and $92.0 million of prepaid in-kind services, respectively. During the three months ended September 30, 2021 and 2020, $12.5 million and $11.4 million, respectively, of in-kind services were recognized in research and development on the consolidated statements of operations. During the nine months ended September 30, 2021 and 2020, $40.2 million and $28.6 million, respectively, of in-kind services were recognized in research and development on the consolidated statements of operations. As of September 30, 2021 and December 31, 2020, $6.0 million and $46.3 million prepaid in-kind services, respectively, were reflected on the consolidated balance sheets. During the three and nine months ended September 30, 2020 the Company issued zero and 5,132,289 shares, respectively, of Series D redeemable convertible preferred stock to Iveco, in exchange for zero and $50.0 million in cash, respectively. 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 nine months ended September 30, 2020, the Company recorded research and development expenses of $4.1 million and $10.6 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 nine months ended September 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. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Term Note Debt consisted of a term note of zero and $4.1 million as of September 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. |
CAPITAL STRUCTURE
CAPITAL STRUCTURE | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
CAPITAL STRUCTURE | CAPITAL STRUCTURE Shares Authorized As of September 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 September 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 September 30, 2021 and 2020, the Company recorded a $4.5 million and $37.7 million gain, respectively, for revaluation of warrant liability on the consolidated statements of operations. For the nine months ended September 30, 2021 and 2020, the Company recorded a $2.9 million and $8.6 million gain, respectively, for revaluation of warrant liability on the consolidated statements of operations. As of September 30, 2021 and December 31, 2020, the Company had $4.4 million and $7.3 million, respectively, for warrant liability related to the private warrants outstanding on the consolidated balance sheets. 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 Agreements Purchase Agreement with Tumim Stone Capital LLC 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 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. During the three and nine months ended September 30, 2021, the Company sold 6,270,740 shares of common stock for proceeds of $72.9 million under the terms of the Purchase Agreement. As of September 30, 2021, the remaining commitment available under the Purchase Agreement is $227.1 million. Second Purchase Agreement with Tumim Stone Capital LLC On September 24, 2021, the Company entered into a second common stock purchase agreement (the "Second Purchase Agreement") and a registration rights agreement with Tumim, pursuant to which Tumim has committed to purchase up to $300.0 million in shares of the Company's common stock, subject to certain limitations and conditions set forth in the Second Purchase Agreement. The Company will not issue or sell any shares of common stock under the Second Purchase Agreement which, when aggregated with all other shares of common stock beneficially owned by Tumim, would result in beneficial ownership of more than 4.99% of the Company's outstanding shares of common stock. Under the terms of the Second Purchase Agreement, the Company has the right, but not the obligation, to sell to Tumim, shares of common stock over the period commencing on the date of the Second Purchase Agreement (the “Second Tumim Closing Date”) and ending on the first day of the month following the 36-month anniversary of the Second Tumim Closing Date, provided that certain conditions have been met. These conditions includes effectiveness of a registration statement covering the resale of shares of common stock that have been and may be issued under the Second Purchase Agreement and termination of the Purchase Agreement. The purchase price will be calculated as 97% of the volume weighted average prices of the Company's common stock during normal trading hours for three consecutive trading days commencing on the purchase notice date. Concurrently with the signing of the Second Purchase Agreement, the Company issued 252,040 shares of its common stock to Tumim as a commitment fee. The total fair value of the shares issued for the commitment fee of $2.9 million was recorded in selling, general, and administrative expense on the Company's consolidated statement of operations. As of September 30, 2021, the Company has not sold any shares of common stock to Tumim under the terms of the Second Purchase Agreement and has a remaining commitment of $300 million available. |
STOCK BASED COMPENSATION EXPENS
STOCK BASED COMPENSATION EXPENSE | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION EXPENSE | STOCK BASED COMPENSATION EXPENSE 2017 and 2020 Stock Plans Legacy Nikola's 2017 Stock Option Plan (the “2017 Plan”) 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 3,182,359 $ 1.25 Cancelled 47,023 $ 2.71 Outstanding at September 30, 2021 29,299,842 $ 1.28 7.12 Vested and exercisable as of September 30, 2021 28,683,443 $ 1.25 7.10 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 September 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 8,410,816 Released 1,721,686 Cancelled 714,136 Balance at September 30, 2021 11,001,525 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 September 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 nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 6,418 $ 4,612 $ 26,968 $ 7,850 Selling, general, and administrative 42,629 47,584 125,015 83,886 Total stock-based compensation expense $ 49,047 $ 52,196 $ 151,983 $ 91,736 As of September 30, 2021, total unrecognized compensation expense was as follows: Unrecognized Compensation Expense Options $ 1,228 Market Based RSUs 195,639 RSUs 162,779 Total unrecognized compensation expense at September 30, 2021 $ 359,646 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
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 nine months ended September 30, 2021 and 2020 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events, and the outcome of litigation is inherently uncertain. The Company expenses professional legal fees as incurred, which are included in selling, general, and administrative expense on the consolidated financial statements. Other than as described below, there is no material pending or threatened litigation against the Company that remains outstanding as of September 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 nine months ended September 30, 2021 in connection with the Internal Review and disclosed elsewhere in this Quarterly Report include approximately $6.4 million and $12.6 million, respectively, expensed for Mr. Milton’s attorneys’ fees under his indemnification agreement with the Company. As of September 30, 2021 and December 31, 2020 the Company accrued approximately $12.8 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. The Company and the Staff of the Division of Enforcement have been engaged in discussions regarding a resolution to the Staff’s investigation. Based on the advancement of those discussions in October 2021, the Company reserved a $125 million loss as its best estimate of the contingency in accrued liabilities as of September 30, 2021, and in selling, general, and administrative expenses for the three and nine months ended September 30, 2021, on the consolidated financial statements. While any resolution cannot be finalized until voted upon by the full Commission, if approved, this resolution is expected to include a $125 million civil penalty paid over time and findings of violations by the Company of Section 10(b) and Rule 10b-5 of the Securities Exchange Act. The Company continues to cooperate with the Division of Enforcement to fully resolve the matter. There can be no assurance as to the timing or final terms of any resolution, and the Company may not be able to reach a resolution at all. Final resolution of this matter is subject to documentation satisfactory to all the parties, and completion of any settlement is contingent on a vote of the Commissioners of the SEC. The Company intends to seek reimbursement from Mr. Milton for costs and damages arising from the actions that are the subject of the government and regulatory investigations. Shareholder Securities Litigation Beginning on September 15, 2020, six putative class action lawsuits were filed against the Company and certain of its current and former officers and directors, asserting violations of federal securities laws under Section 10(b) and Section 20(a) of the 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 October 14, the District Court lifted the stay of the proceedings, set an expedited briefing schedule to address Plaintiff Baio’s Motion for an Evidentiary Hearing and ordered that the Court will issue an order naming a lead plaintiff pursuant to the Ninth Circuit’s July 23, 2021 Opinion in due course. 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. On October 20, 2021, Plaintiff dismissed the action without prejudice. On October 8, 2021, Plaintiffs Zachary BeHage and Benjamin Rowe filed a complaint in Delaware Chancery Court seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. On October 19, 2021, Plaintiffs’ counsel and the Company filed a joint letter, notifying the Court that the parties are engaged in dialogue regarding Plaintiffs’ demand, and the Company need not answer or otherwise respond to the complaint at this time. AAA Arbitration Demand On July 23, 2021, former Executive Chairman Trevor Milton filed an arbitration demand with the American Arbitration Association against the Company seeking indemnification and advancement of defense costs as well as cooperation in Mr. Milton’s defense in certain legal proceedings. The Company disputes Mr. Milton’s claims and will defend itself in arbitration. Commitments and Contingencies Coolidge Land Conveyance In February 2019, the Company was conveyed 430 acres of land in Coolidge, Arizona, by PLH. The purpose of the land conveyance was to incentivize the Company to locate its manufacturing facility in Coolidge, Arizona, and provide additional jobs to the region. The Company fulfilled its requirement to commence construction 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. FCPM License In the third quarter of 2021, the Company entered into a FCPM license to intellectual property that will be used to adapt, further develop and assemble FCPMs. Payments for the license will be due in installments ranging from 2022 to 2023. As of September 30, 2021, the Company accrued $11.6 million in accrued expenses and other current liabilities and $34.7 million in other long-term liabilities on the consolidated balance sheets. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHAREThe following table sets forth the computation of the basic and diluted net loss per share for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ (267,567) $ (79,704) $ (531,022) $ (242,039) Less: revaluation of warrant liability (4,467) (37,745) (2,907) (8,588) Adjusted net loss $ (272,034) $ (117,449) $ (533,929) $ (250,627) Denominator: Weighted average shares outstanding, basic 400,219,585 377,660,477 395,691,795 318,315,891 Dilutive effect of common stock issuable from assumed exercise of warrants 11,084 626,201 169,081 660,556 Weighted average shares outstanding, diluted 400,230,669 378,286,678 395,860,876 318,976,447 Net loss per share: Basic $ (0.67) $ (0.21) $ (1.34) $ (0.76) Diluted $ (0.68) $ (0.31) $ (1.35) $ (0.79) 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Stock options, including performance stock options 29,299,842 39,336,240 29,299,842 39,336,240 Restricted stock units, including market based RSUs 24,319,237 14,888,800 24,319,237 14,888,800 Total 53,619,079 54,225,040 53,619,079 54,225,040 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS First Price Differential Settlement In accordance with the Amended MIPA, the first price differential with the WVR Sellers was settled on October 12, 2021, for $3.4 million. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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. |
Consolidation | The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. |
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | 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. |
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 September 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 ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of September 30, 2021 December 31, 2020 September 30, 2020 December 31, 2019 Cash and cash equivalents $ 586,986 $ 840,913 $ 907,530 $ 85,688 Restricted cash and cash equivalents – current — 4,365 10,952 — Restricted cash and cash equivalents – non-current — 4,000 4,000 4,144 Cash, cash equivalents and restricted cash and cash equivalents $ 586,986 $ 849,278 $ 922,482 $ 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 September 30, 2021 December 31, 2020 September 30, 2020 December 31, 2019 Cash and cash equivalents $ 586,986 $ 840,913 $ 907,530 $ 85,688 Restricted cash and cash equivalents – current — 4,365 10,952 — Restricted cash and cash equivalents – non-current — 4,000 4,000 4,144 Cash, cash equivalents and restricted cash and cash equivalents $ 586,986 $ 849,278 $ 922,482 $ 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 September 30, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 538,950 $ — $ — $ 538,950 Liabilities Warrant liability $ — $ — $ 4,428 $ 4,428 Derivative liability — — 7,386 7,386 As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 827,118 $ — $ — $ 827,118 Restricted cash equivalents – money market 4,100 — — 4,100 Liabilities Warrant liability $ — $ — $ 7,335 $ 7,335 |
Fair Value, 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 (2,907) Estimated fair value at September 30, 2021 $ 4,428 Derivative Liability Estimated fair value at September 13, 2021 $ 7,705 Change in fair value (319) Estimated fair value at September 30, 2021 $ 7,386 |
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 September 30, 2021 December 31, 2020 Stock price $ 10.67 $ 15.26 Exercise price $ 11.50 $ 11.50 Remaining term (in years) 3.67 4.42 Volatility 80 % 75 % Risk-free rate 0.68 % 0.30 % Expected dividend yield — % — % As of June 22, 2021 Stock price $ 17.32 Strike Price $ 14.86 Volatility 95 % Risk-free rate 0.10 % As of September 13, 2021 September 30, 2021 Stock Price $ 10.03 $ 10.67 Strike Price $ 14.86 $ 14.86 Volatility 95 % 95 % Risk-free rate 0.07 % 0.07 % |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the nine months ended September 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 (51,210) 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) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory, Current | Inventory includes raw materials and purchased components in support of the pre-series Nikola Tre BEV builds which commenced in October 2021, and consists of the following: As of September 30, 2021 Raw materials $ 3,644 Work in process — Finished goods — Total inventory $ 3,644 |
Property, Plant and Equipment | Property, plant and equipment consist of the following at September 30, 2021 and December 31, 2020: As of September 30, 2021 December 31, 2020 Buildings $ 58,708 $ — Machinery and equipment 31,141 14,820 Furniture and fixtures 1,480 1,480 Leasehold improvements 2,854 1,488 Software 6,552 4,285 Finance lease assets 40,380 34,775 Construction-in-progress 65,276 21,218 Other 2,979 1,750 Property, plant and equipment, gross 209,370 79,816 Less: accumulated depreciation and amortization (8,715) (8,415) Total property, plant and equipment, net $ 200,655 $ 71,401 |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following at September 30, 2021 and December 31, 2020: As of September 30, 2021 December 31, 2020 Accrued payroll and payroll related expenses $ 3,563 $ 1,105 Accrued deferred issuance costs 439 285 Accrued outsourced engineering services 6,438 2,514 Accrued purchases of property, plant and equipment 3,878 2,533 Accrued legal expenses 5,373 8,845 Derivative liability 7,386 — Accrued purchase of intangible asset 11,577 — Legal loss contingency 125,000 — Other accrued liabilities 7,230 2,457 Total accrued expenses and other current liabilities $ 170,884 $ 17,739 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of separately identifiable intangible assets are as follows: As of September 30, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Licenses $ 97,181 $ — $ 97,181 Total intangible assets $ 97,181 $ — $ 97,181 As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Licenses $ 50,150 $ (100) $ 50,050 Total intangible assets $ 50,150 $ (100) $ 50,050 |
INVESTMENTS IN AFFILIATES (Tabl
INVESTMENTS IN AFFILIATES (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2021 and 2020, is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Equity in net loss of affiliates $ (1,359) $ — $ (3,279) $ — Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Equity in net earnings of affiliate $ 212 $ — $ 212 $ — |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | 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 originally classified as temporary equity on the consolidated balance sheets for $13.2 million which includes the fair value of the embedded Put Right of $3.2 million. Subsequently, the Put Right was removed and replaced with the Price Differential. See Note 2, Summary of Significant Accounting Policies , for further details. Refer below for a reconciliation of the fair value of the Company's 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 |
STOCK BASED COMPENSATION EXPE_2
STOCK BASED COMPENSATION EXPENSE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
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 3,182,359 $ 1.25 Cancelled 47,023 $ 2.71 Outstanding at September 30, 2021 29,299,842 $ 1.28 7.12 Vested and exercisable as of September 30, 2021 28,683,443 $ 1.25 7.10 |
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 8,410,816 Released 1,721,686 Cancelled 714,136 Balance at September 30, 2021 11,001,525 Number of Market Based RSUs Balance at December 31, 2020 13,317,712 Granted — Released — Cancelled — Balance at September 30, 2021 13,317,712 Unrecognized Compensation Expense Options $ 1,228 Market Based RSUs 195,639 RSUs 162,779 Total unrecognized compensation expense at September 30, 2021 $ 359,646 |
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 nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 6,418 $ 4,612 $ 26,968 $ 7,850 Selling, general, and administrative 42,629 47,584 125,015 83,886 Total stock-based compensation expense $ 49,047 $ 52,196 $ 151,983 $ 91,736 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of the basic and diluted net loss per share for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ (267,567) $ (79,704) $ (531,022) $ (242,039) Less: revaluation of warrant liability (4,467) (37,745) (2,907) (8,588) Adjusted net loss $ (272,034) $ (117,449) $ (533,929) $ (250,627) Denominator: Weighted average shares outstanding, basic 400,219,585 377,660,477 395,691,795 318,315,891 Dilutive effect of common stock issuable from assumed exercise of warrants 11,084 626,201 169,081 660,556 Weighted average shares outstanding, diluted 400,230,669 378,286,678 395,860,876 318,976,447 Net loss per share: Basic $ (0.67) $ (0.21) $ (1.34) $ (0.76) Diluted $ (0.68) $ (0.31) $ (1.35) $ (0.79) |
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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Stock options, including performance stock options 29,299,842 39,336,240 29,299,842 39,336,240 Restricted stock units, including market based RSUs 24,319,237 14,888,800 24,319,237 14,888,800 Total 53,619,079 54,225,040 53,619,079 54,225,040 |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 03, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 13, 2021 | Jun. 22, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||||||
Cash and cash equivalents | $ 586,986 | $ 586,986 | $ 907,530 | $ 586,986 | $ 907,530 | $ 840,913 | $ 85,688 | ||||
Restricted cash and cash equivalents – non-current | 0 | 0 | 4,000 | 0 | 4,000 | 4,000 | 4,144 | ||||
Common stock issued for investment in affiliates including common stock subject to Put Right | 0 | 0 | |||||||||
Derivative liability | 7,386 | 7,386 | 7,386 | ||||||||
Reclassification from mezzanine equity to equity after elimination of put right | 5,532 | 5,532 | |||||||||
Restricted cash and cash equivalents – current | 0 | 0 | 0 | 8,400 | |||||||
Equity | 707,826 | 707,826 | 1,065,823 | 707,826 | 1,065,823 | $ 844,777 | 980,141 | $ 829,947 | $ 195,508 | ||
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) | $ 14.86 | ||||||||||
Common stock issued for investment in affiliates including common stock subject to Put Right | $ 13,200 | ||||||||||
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 | ||||||||||
Wabash Valley Resources, Amended MIPA | |||||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||||||
Sale of stock, consideration received on transaction | $ 10,000 | ||||||||||
Sale of stock, price per share (in dollars per share) | $ 14.86 | ||||||||||
First price differential threshold | 15 days | ||||||||||
Second price differential threshold | 5 days | ||||||||||
Percentage of closing stock consideration | 50.00% | ||||||||||
Debt obligations | $ 10,000 | ||||||||||
Reclassifications of temporary to permanent equity | 13,200 | ||||||||||
Derivative liability | 7,700 | ||||||||||
Reclassification from mezzanine equity to equity after elimination of put right | $ 5,500 | ||||||||||
Mandatorily Redeemable Preferred Stock | |||||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||||||
Liability, gain (loss) included in earnings | $ 0 | $ (1,300) | |||||||||
Derivative Liability | Wabash Valley Resources, Amended MIPA | |||||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||||||
Liability, gain (loss) included in earnings | 319 | ||||||||||
Money Market | |||||||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||||||
Cash and cash equivalents | $ 539,000 | $ 539,000 | $ 539,000 | $ 827,100 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 586,986 | $ 840,913 | $ 907,530 | $ 85,688 |
Restricted cash and cash equivalents – current | 0 | 4,365 | 10,952 | 0 |
Restricted cash and cash equivalents – non-current | 0 | 4,000 | 4,000 | 4,144 |
Cash, cash equivalents and restricted cash and cash equivalents | $ 586,986 | $ 849,278 | $ 922,482 | $ 89,832 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities [Abstract] | ||
Warrant liability | $ 4,428 | $ 7,335 |
Derivative liability | 7,386 | |
Money Market | ||
Assets | ||
Restricted cash equivalents – money market | 4,100 | |
Level 1 | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 0 |
Derivative liability | 0 | |
Level 1 | Money Market | ||
Assets | ||
Restricted cash equivalents – money market | 4,100 | |
Level 2 | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 0 |
Derivative liability | 0 | |
Level 2 | Money Market | ||
Assets | ||
Restricted cash equivalents – money market | 0 | |
Level 3 | ||
Liabilities [Abstract] | ||
Warrant liability | 4,428 | 7,335 |
Derivative liability | $ 7,386 | |
Level 3 | Money Market | ||
Assets | ||
Restricted cash equivalents – money market | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimates and Assumptions Impacting Fair Value of Series D Preferred Stock (Details) | Sep. 30, 2020 |
Estimated future value of Series D redeemable convertible preferred stock | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial instruments subject to mandatory redemption, measurement input | 10 |
Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial instruments subject to mandatory redemption, measurement input | 0 |
Time to liquidity (years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial instruments subject to mandatory redemption, measurement input | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Warrant & Derivative Liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Warrant Liability | 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 | |
Change in fair value | (2,907) | |
Estimated fair value at end of period | $ 4,428 | 4,428 |
Derivative Liability | Wabash Valley Resources, Amended MIPA | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Estimated fair value at beginning of period | 7,705 | |
Change in fair value | (319) | |
Estimated fair value at end of period | $ 7,386 | $ 7,386 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Warrants, Inputs & Assumptions (Details) | Sep. 30, 2021$ / shares | Dec. 31, 2020$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Remaining term (in years) | 3 years 8 months 1 day | 4 years 5 months 1 day |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 10.67 | 15.26 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 11.50 | 11.50 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.80 | 0.75 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0068 | 0.0030 |
Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurement Inputs (Details) - $ / shares | Sep. 30, 2021 | Sep. 13, 2021 | Jun. 22, 2021 |
Stock price | Wabash Valley Resources, Amended MIPA | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 10.67 | 10.03 | |
Stock price | Derivative Financial Instruments, Put Right Liabilities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 17.32 | ||
Strike Price | Wabash Valley Resources, Amended MIPA | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 14.86 | 14.86 | |
Strike Price | Derivative Financial Instruments, Put Right Liabilities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 14.86 | ||
Volatility | Wabash Valley Resources, Amended MIPA | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.95 | 0.95 | |
Volatility | Derivative Financial Instruments, Put Right Liabilities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.95 | ||
Risk-free rate | Wabash Valley Resources, Amended MIPA | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.0007 | 0.0007 | |
Risk-free rate | Derivative Financial Instruments, Put Right Liabilities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.0010 |
BUSINESS COMBINATION - Narrativ
BUSINESS COMBINATION - Narrative (Details) $ / shares in Units, $ in Millions | Jun. 03, 2020USD ($)$ / sharesshares | Jun. 02, 2020$ / sharesshares | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||
Conversion of stock, conversion ratio | 1.901 | |||
Common stock and preferred stock, shares authorized (in shares) | 750,000,000 | 750,000,000 | ||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 600,000,000 | |
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | |
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Nimbus Holdings, LLC | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock repurchased during the period (in shares) | 2,850,930 | 2,850,930 | ||
Shares repurchased, price per share (in dollars per share) | $ / shares | $ 8.77 | |||
Stock repurchased during the period | $ | $ 25 | |||
M&M Residual, LLC | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock repurchased during the period (in shares) | 7,000,000 | |||
Shares repurchased, price per share (in dollars per share) | $ / shares | $ 10 | $ 10 | ||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued in transaction (in shares) | 52,500,000 | |||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 | |||
Sale of stock, consideration received on transaction | $ | $ 525 |
BUSINESS COMBINATION - Schedule
BUSINESS COMBINATION - Schedule of Shares Issued (Details) $ in Thousands | Jun. 03, 2020shares | Jun. 02, 2020shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2020shares |
Business Acquisition [Line Items] | |||||
Cash - PIPE | $ 525,000 | ||||
Less: VectoIQ loan payoff in conjunction with close | (422) | ||||
Net Business Combination and PIPE financing | $ 0 | 616,726 | |||
Less: non-cash net liabilities assumed from VectoIQ | 0 | (21,919) | |||
Less: accrued transaction costs and advisory fees | $ 0 | (285) | |||
Net contributions from Business Combination and PIPE financing | 594,522 | ||||
Common stock, shares outstanding (in shares) | shares | 360,904,478 | 151,831,441 | 404,306,242 | 391,041,347 | |
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 | ||||
Less: transaction costs and advisory fees paid | (51,210) | ||||
Less: non-cash net liabilities assumed from VectoIQ | (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) | ||||
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) | ||||
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 | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 3,644 | |
Work in process | 0 | |
Finished goods | 0 | |
Inventory | $ 3,644 | $ 0 |
BALANCE SHEET COMPONENTS - Prop
BALANCE SHEET COMPONENTS - Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 209,370 | $ 79,816 |
Less: accumulated depreciation and amortization | (8,715) | (8,415) |
Total property, plant and equipment, net | 200,655 | 71,401 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 58,708 | 0 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 31,141 | 14,820 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,480 | 1,480 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,854 | 1,488 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,552 | 4,285 |
Finance lease assets | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 40,380 | 34,775 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 65,276 | 21,218 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,979 | $ 1,750 |
BALANCE SHEET COMPONENTS - Narr
BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation | $ 2.2 | $ 1.5 | $ 5.9 | $ 4.4 |
Finance lease, liability | 25.1 | 25.1 | ||
Remeasurement adjustment | $ 10.5 | $ 10.5 |
BALANCE SHEET COMPONENTS - Accr
BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll and payroll related expenses | $ 3,563 | $ 1,105 |
Accrued deferred issuance costs | 439 | 285 |
Accrued outsourced engineering services | 6,438 | 2,514 |
Accrued purchases of property, plant and equipment | 3,878 | 2,533 |
Accrued legal expenses | 5,373 | 8,845 |
Derivative liability | 7,386 | 0 |
Accrued purchase of intangible asset | 11,577 | 0 |
Legal loss contingency | 125,000 | 0 |
Other accrued liabilities | 7,230 | 2,457 |
Finance lease liabilities, current | 24,963 | 1,070 |
Total accrued expenses and other current liabilities | $ 170,884 | $ 17,739 |
INTANGIBLE ASSETS - Schedule of
INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 0 | $ (100) |
Gross Carrying Amount, Total | 97,181 | 50,150 |
Net Carrying Amount, Total | 97,181 | 50,050 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 97,181 | 50,150 |
Accumulated Amortization | 0 | (100) |
Net Carrying Amount | $ 97,181 | $ 50,050 |
INTANGIBLE ASSETS - Narrative (
INTANGIBLE ASSETS - Narrative (Details) $ in Thousands, € in Millions | 9 Months Ended | ||||
Sep. 30, 2021USD ($) | Sep. 30, 2021EUR (€) | Sep. 30, 2020USD ($) | Sep. 30, 2021EUR (€) | Dec. 31, 2020USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets included in liabilities | $ 47,181 | $ 0 | |||
Other long-term liabilities | 34,732 | $ 0 | |||
S-Way platform license | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, net | 50,000 | ||||
FCPM License | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets included in liabilities | 47,200 | € 40 | |||
Other current liabilities | 34,700 | ||||
Accrued expenses and other current liabilities | 11,600 | € 10 | |||
Other long-term liabilities | $ 34,700 | € 30 |
INVESTMENTS IN AFFILIATES - Nar
INVESTMENTS IN AFFILIATES - Narrative (Details) $ / shares in Units, $ in Thousands, € in Millions | Sep. 13, 2021USD ($)$ / shares | Jun. 22, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2021EUR (€) |
Schedule of Equity Method Investments [Line Items] | |||||||
Investment in affiliates | $ 62,370 | $ 62,370 | $ 8,420 | ||||
Cash consideration for investment in affiliates | 25,000 | $ 15 | |||||
Common stock issued for investment in affiliates including common stock subject to Put Right | $ 0 | ||||||
Derivative liability | 7,386 | 7,386 | |||||
Line of Credit | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Loan facility, maximum borrowing capacity | $ 17,400 | $ 17,400 | € 15 | ||||
Long-term debt, term | 5 years | 5 years | 5 years | ||||
Guarantor obligations, maximum exposure, percent | 50.00% | ||||||
Line of Credit | Revolving Credit Facility | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Loan facility, maximum borrowing capacity | $ 7,000 | $ 7,000 | € 6 | ||||
Long-term debt, term | 4 years | 4 years | 4 years | ||||
Guarantor obligations, maximum exposure, percent | 50.00% | ||||||
Nikola Iveco Europe B.V. | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investment, ownership percentage | 50.00% | ||||||
Payments to acquire joint venture | $ 8,800 | ||||||
Investment in affiliates | $ 4,800 | $ 4,800 | 8,400 | ||||
Debt obligations | 12,200 | 12,200 | |||||
Nikola Iveco Europe B.V. | Financial Guarantee | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Maximum exposure to loss | $ 17,000 | $ 17,000 | |||||
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% | ||||||
Investment in affiliates | $ 57,376 | $ 57,600 | $ 57,600 | $ 0 | |||
Cash consideration for investment in affiliates | $ 25,000 | ||||||
Common stock issued for investment in affiliates (in shares) | shares | 1,682,367 | ||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 14.86 | ||||||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | $ 32,400 | ||||||
Common stock issued for investment in affiliates including common stock subject to Put Right | 13,200 | ||||||
Fair value of embedded Put Right | 3,237 | ||||||
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 | ||||||
Wabash Valley Resources, Amended MIPA | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Debt obligations | $ 10,000 | ||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 14.86 | ||||||
Reclassifications of temporary to permanent equity | $ 13,200 | ||||||
Derivative liability | $ 7,700 | ||||||
Iveco | Line of Credit | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Guarantor obligations, maximum exposure, percent | 50.00% | ||||||
Iveco | Line of Credit | Revolving Credit Facility | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Guarantor obligations, maximum exposure, percent | 50.00% | ||||||
Iveco | Nikola Iveco Europe B.V. | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investment, ownership percentage | 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 IN AFFILIATES - Equ
INVESTMENTS IN AFFILIATES - Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity in net loss of affiliates | $ (1,147) | $ 0 | $ (3,067) | $ 0 |
Nikola Iveco Europe B.V. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in net loss of affiliates | (1,359) | 0 | (3,279) | 0 |
Wabash Valley Resources | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in net loss of affiliates | $ 212 | $ 0 | $ 212 | $ 0 |
INVESTMENTS IN AFFILIATES - Rec
INVESTMENTS IN AFFILIATES - Reconciliation of Closing Stock Consideration (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 22, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | |||
Total investment in affiliates | $ 62,370 | $ 8,420 | |
Wabash Valley Resources | |||
Schedule of Equity Method Investments [Line Items] | |||
Common stock issued for investment in affiliates including common stock subject to Put Right | $ 29,139 | ||
Cash consideration for investment in affiliates | 25,000 | ||
Fair value of cash and common stock consideration for WVR | 54,139 | ||
Fair value of embedded Put Right | 3,237 | ||
Total investment in affiliates | $ 57,600 | $ 57,376 | $ 0 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 03, 2020 | Jun. 02, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
M&M Residual, LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock repurchased during the period (in shares) | 7,000,000 | ||||||||
Shares repurchased, price per share (in dollars per share) | $ 10 | $ 10 | |||||||
Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution (in shares) | [1] | 9,443,353 | |||||||
Sale of stock, consideration received on transaction, value of in-kind services | $ 0 | $ 50 | |||||||
Series D Preferred Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution (in shares) | 0 | 9,443,353 | |||||||
Series D redeemable convertible preferred stock in exchange for cash (in shares) | 0 | 5,132,289 | |||||||
Chief Executive Officer | Aircraft Charter | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, expenses from transactions with related party | $ 1.1 | $ 1.3 | |||||||
Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock repurchased during the period (in shares) | 2,850,930 | ||||||||
Shares repurchased, price per share (in dollars per share) | $ 8.77 | ||||||||
Stock repurchased during the period | $ 25 | ||||||||
Affiliated Entity | Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of Series D redeemable convertible preferred stock for in-kind contribution, gross | 0 | 92 | |||||||
Affiliated Entity | Prepaid In-Kind Services | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, expenses from transactions with related party | $ 12.5 | 11.4 | $ 40.2 | 28.6 | |||||
Due from related parties | $ 6 | $ 6 | $ 46.3 | ||||||
Affiliated Entity | Related Party Research And Development Expense | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, expenses from transactions with related party | $ 4.1 | $ 10.6 | |||||||
[1] | (1) Issuance of Series D redeemable convertible preferred stock has been retroactively restated to give effect to the recapitalization transaction. |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | Apr. 30, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | Feb. 28, 2019 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jan. 31, 2018 |
Debt Instrument [Line Items] | |||||||||
Interest rate, stated percentage | 3.00% | ||||||||
Proceeds from issuance of long-term debt | $ 0 | $ 4,134,000 | |||||||
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% | |||||||
Repayments of long-term debt | $ 4,100,000 | ||||||||
Proceeds from issuance of long-term debt | $ 4,100,000 |
CAPITAL STRUCTURE (Details)
CAPITAL STRUCTURE (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2021 | Sep. 24, 2021 | Jun. 11, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 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 | |||||
Common stock, shares authorized (in shares) | 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 | ||||
Revaluation of warrant liability | $ 4,467 | $ 37,745 | $ 2,907 | $ 8,588 | |||||
Warrant liability | $ 4,428 | 4,428 | 4,428 | $ 7,335 | |||||
Purchase period | 36 months | ||||||||
Issuance of common stock for commitment shares | $ 2,600 | 5,564 | $ 0 | ||||||
Registration Rights Agreement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Maximum authorized amount | $ 300,000 | ||||||||
Sale of stock, consideration received on transaction | $ 72,900 | $ 72,900 | |||||||
Maximum allowable beneficial ownership | 4.99% | ||||||||
Number of shares issued in transaction (in shares) | 18,012,845 | 6,270,740 | 6,270,740 | ||||||
Percentage of volume weighted average price | 97.00% | ||||||||
Remaining authorized amount | $ 227,100 | ||||||||
Registration Rights Agreement Shares Issued For Commitment Fee | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares issued in transaction (in shares) | 252,040 | 155,703 | |||||||
Issuance of common stock for commitment shares | $ 2,900 | ||||||||
Second Purchase Agreement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of stock, consideration received on transaction | $ 300,000 | $ 300,000 | |||||||
Maximum allowable beneficial ownership | 4.99% | ||||||||
Purchase period | 36 months | ||||||||
Percentage of volume weighted average price | 97.00% | ||||||||
Outstanding warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares called by each warrant (in shares) | 1 | 1 | 1 | ||||||
Warrant exercise price per share (in dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | ||||||
Warrant period following business combination | 30 days | ||||||||
Private Warrant | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants outstanding (in shares) | 760,915 | 760,915 | 760,915 |
STOCK BASED COMPENSATION EXPE_3
STOCK BASED COMPENSATION EXPENSE - Narrative (Details) | 1 Months Ended | 9 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2021 | May 06, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 42,802,865 | ||
2017 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Minimum | 2017 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise period | 1 year | ||
Maximum | 2017 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise period | 4 years | ||
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 4,000,000 | ||
RSUs | |||
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] | |||
Number of award vesting milestones | 3 | ||
Vesting threshold trading days | 20 | ||
Time Based Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | 36 months |
STOCK BASED COMPENSATION EXPE_4
STOCK BASED COMPENSATION EXPENSE - Stock Option Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Options | |||
Outstanding at beginning of period (in shares) | 32,529,224 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | 3,182,359 | ||
Cancelled (in shares) | 47,023 | ||
Options at end of period (in shares) | 29,299,842 | 29,299,842 | 32,529,224 |
Vested and exercisable as of period end (in shares) | 28,683,443 | 28,683,443 | |
Weighted Average Exercise Price Per share | |||
Outstanding at beginning of period (in dollars per share) | $ 1.28 | ||
Granted (in dollars per share) | $ 0 | ||
Exercised (in dollars per share) | 1.25 | ||
Cancelled (in dollars per share) | 2.71 | ||
Outstanding at end of period (in dollars per share) | 1.28 | 1.28 | $ 1.28 |
Vested and exercisable at period end (in dollars per share) | $ 1.25 | $ 1.25 | |
Weighted Average Remaining Contractual Term (Years) | |||
Outstanding at beginning of period (in years) | 7 years 1 month 13 days | 7 years 9 months 25 days | |
Vested and exercisable at period end (in years) | 7 years 1 month 6 days |
STOCK BASED COMPENSATION EXPE_5
STOCK BASED COMPENSATION EXPENSE - Schedule of RSUs (Details) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
RSUs | ||
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 | |
Grants in period (in shares) | 8,410,816 | |
Released (in shares) | 1,721,686 | |
Cancelled (in shares) | 714,136 | |
Non-vested RSUs at end of period (in shares) | 11,001,525 | 11,001,525 |
Market Based RSUs | ||
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 | |
Grants in period (in shares) | 0 | |
Released (in shares) | 0 | |
Cancelled (in shares) | 0 | |
Non-vested RSUs at end of period (in shares) | 13,317,712 | 13,317,712 |
STOCK BASED COMPENSATION EXPE_6
STOCK BASED COMPENSATION EXPENSE - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 49,047 | $ 52,196 | $ 151,983 | $ 91,736 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 6,418 | 4,612 | 26,968 | 7,850 |
Selling, general, and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 42,629 | $ 47,584 | $ 125,015 | $ 83,886 |
STOCK BASED COMPENSATION EXPE_7
STOCK BASED COMPENSATION EXPENSE - Unrecognized Compensation Expense (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Unrecognized Compensation Expense | |
Total unrecognized compensation expense at September 30, 2021 | $ 359,646 |
Options | |
Unrecognized Compensation Expense | |
Options | 1,228 |
Market Based RSUs | |
Unrecognized Compensation Expense | |
Market Based RSUs and RSUs | 195,639 |
RSUs | |
Unrecognized Compensation Expense | |
Market Based RSUs and RSUs | $ 162,779 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Jan. 26, 2021 | Oct. 19, 2020 | Feb. 28, 2019USD ($)a | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Jul. 29, 2021count | Dec. 31, 2020USD ($)employee | Nov. 16, 2020legal_motion | Sep. 23, 2020derivativeAction | Sep. 21, 2020officerAndEmployee | Sep. 20, 2020board_member | Sep. 15, 2020lawsuit | Sep. 14, 2020officerAndEmployee |
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 | |||||||||||
Accrued purchase of intangible asset | $ 11,577 | $ 11,577 | $ 0 | ||||||||||
FCPM License | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Accrued purchase of intangible asset | 11,600 | 11,600 | |||||||||||
Other current liabilities | 34,700 | 34,700 | |||||||||||
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 | employee | 30 | ||||||||||||
Legal fees | 6,400 | ||||||||||||
Litigation settlement, expense | 12,600 | ||||||||||||
Accrued legal and professional fees | 12,800 | 12,800 | $ 6,600 | ||||||||||
Number of counts of securities fraud | count | 2 | ||||||||||||
Number of counts of wire fraud | count | 1 | ||||||||||||
Estimated possible loss | $ 125,000 | $ 125,000 | |||||||||||
Number of motions filed | legal_motion | 10 | ||||||||||||
Coolidge, Arizona | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Area of land | a | 430 | ||||||||||||
Manufacturing Facility Commitment | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Construction completion period (in years) | 5 years | ||||||||||||
Construction completion deadline monthly extension fee | $ 200 | ||||||||||||
Construction completion, maximum extension period (in years) | 2 years | ||||||||||||
Security deposit payable | $ 4,000 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss attributable to common stockholders | $ (267,567) | $ (79,704) | $ (531,022) | $ (242,039) |
Less: revaluation of warrant liability | (4,467) | (37,745) | (2,907) | (8,588) |
Adjusted net loss, diluted | $ (272,034) | $ (117,449) | $ (533,929) | $ (250,627) |
Denominator: | ||||
Weighted average shares outstanding, basic (in shares) | 400,219,585 | 377,660,477 | 395,691,795 | 318,315,891 |
Dilutive effect of common stock issuable from assumed exercise of warrants (in shares) | 11,084 | 626,201 | 169,081 | 660,556 |
Weighted average shares outstanding, dilutive (in shares) | 400,230,669 | 378,286,678 | 395,860,876 | 318,976,447 |
Net loss per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ (0.67) | $ (0.21) | $ (1.34) | $ (0.76) |
Diluted (in dollars per share) | $ (0.68) | $ (0.31) | $ (1.35) | $ (0.79) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 53,619,079 | 54,225,040 | 53,619,079 | 54,225,040 |
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) | 29,299,842 | 39,336,240 | 29,299,842 | 39,336,240 |
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) | 24,319,237 | 14,888,800 | 24,319,237 | 14,888,800 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | Oct. 12, 2021USD ($) |
Subsequent Event | Wabash Valley Resources, Amended MIPA | |
Subsequent Event [Line Items] | |
Price differential | $ 3.4 |
Uncategorized Items - nkla-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |
Money Market Funds [Member] | ||
Cash and Cash Equivalents, Fair Value Disclosure | us-gaap_CashAndCashEquivalentsFairValueDisclosure | $ 827,118,000 |
Cash and Cash Equivalents, Fair Value Disclosure | us-gaap_CashAndCashEquivalentsFairValueDisclosure | 538,950,000 |
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Cash and Cash Equivalents, Fair Value Disclosure | us-gaap_CashAndCashEquivalentsFairValueDisclosure | 0 |
Cash and Cash Equivalents, Fair Value Disclosure | us-gaap_CashAndCashEquivalentsFairValueDisclosure | 0 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and Cash Equivalents, Fair Value Disclosure | us-gaap_CashAndCashEquivalentsFairValueDisclosure | 827,118,000 |
Cash and Cash Equivalents, Fair Value Disclosure | us-gaap_CashAndCashEquivalentsFairValueDisclosure | 538,950,000 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Cash and Cash Equivalents, Fair Value Disclosure | us-gaap_CashAndCashEquivalentsFairValueDisclosure | 0 |
Cash and Cash Equivalents, Fair Value Disclosure | us-gaap_CashAndCashEquivalentsFairValueDisclosure | $ 0 |