Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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, $0.0001 par value per share | |
Trading Symbol | NKLA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 421,138,281 | |
Entity Central Index Key | 0001731289 | |
Document Fiscal Year Focus | 2022 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 360,118 | $ 497,241 |
Accounts receivable, net | 1,339 | 0 |
Inventory | 25,847 | 11,597 |
Prepaid expenses and other current assets | 31,730 | 15,891 |
Total current assets | 419,034 | 524,729 |
Restricted cash and cash equivalents | 25,000 | 25,000 |
Long-term deposits | 33,800 | 27,620 |
Property, plant and equipment, net | 264,121 | 244,377 |
Intangible assets, net | 97,181 | 97,181 |
Investment in affiliates | 62,634 | 61,778 |
Goodwill | 5,238 | 5,238 |
Other Assets, Noncurrent | 3,353 | 3,896 |
Total assets | 910,361 | 989,819 |
Current liabilities | ||
Accounts payable | 77,478 | 86,982 |
Accrued expenses and other current liabilities | 105,657 | 93,487 |
Debt and finance lease liabilities, current | 507 | 140 |
Total current liabilities | 183,642 | 180,609 |
Long-term debt and finance lease liabilities, net of current portion | 25,045 | 25,047 |
Operating lease liabilities | 2,542 | 2,263 |
Warrant liability | 4,718 | 4,284 |
Other long-term liabilities | 72,231 | 84,033 |
Deferred tax liabilities, net | 11 | 11 |
Total liabilities | 288,189 | 296,247 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value, 600,000,000 shares authorized, 418,344,072 and 413,340,550 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 42 | 41 |
Additional paid-in capital | 2,025,552 | 1,944,341 |
Accumulated deficit | (1,403,553) | (1,250,612) |
Accumulated other comprehensive income (loss) | 131 | (198) |
Total stockholders' equity | 622,172 | 693,572 |
Total liabilities and stockholders' equity | $ 910,361 | $ 989,819 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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) | 418,344,072 | 413,340,550 |
Common stock, shares outstanding (in shares) | 418,344,072 | 413,340,550 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Revenue | $ 1,887 | $ 0 |
Cost of revenues: | ||
Cost of revenue | 1,456 | 0 |
Gross profit | 431 | 0 |
Operating expenses: | ||
Research and development | 74,557 | 55,163 |
Selling, general, and administrative | 77,183 | 65,427 |
Total operating expenses | 151,740 | 120,590 |
Loss from operations | (151,309) | (120,590) |
Other income (expense): | ||
Interest expense, net | (211) | (9) |
Revaluation of warrant liability | (434) | 951 |
Other income, net | 1,833 | 219 |
Loss before income taxes and equity in net loss of affiliates | (150,121) | (119,429) |
Income tax expense | 0 | 1 |
Loss before equity in net loss of affiliates | (150,121) | (119,430) |
Equity in net loss of affiliates | (2,820) | (794) |
Net loss | $ (152,941) | $ (120,224) |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.37) | $ (0.31) |
Diluted (in dollars per share) | $ (0.37) | $ (0.31) |
Weighted-average shares outstanding: | ||
Basic (in shares) | 415,152,656 | 392,189,851 |
Diluted (in shares) | 415,152,656 | 392,489,761 |
Truck sales | ||
Revenues: | ||
Revenue | $ 0 | $ 0 |
Cost of revenues: | ||
Cost of revenue | 0 | 0 |
Service and other | ||
Revenues: | ||
Revenue | 1,887 | 0 |
Cost of revenues: | ||
Cost of revenue | $ 1,456 | $ 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (152,941) | $ (120,224) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment, net of tax | 329 | (313) |
Comprehensive loss | $ (152,612) | $ (120,537) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
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) | 1,896,667 | ||||
Exercise of stock options | 2,413 | 2,413 | |||
Issuance of shares for RSU awards (in shares) | 807,143 | ||||
Stock-based compensation | 50,266 | 50,266 | |||
Net loss | (120,224) | (120,224) | |||
Other comprehensive income | (313) | (313) | |||
Balance at end of period (in shares) at Mar. 31, 2021 | 393,745,157 | ||||
Balance at end of period at Mar. 31, 2021 | 912,283 | $ 39 | 1,592,716 | (680,398) | (74) |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 413,340,550 | ||||
Balance at beginning of period at Dec. 31, 2021 | $ 693,572 | $ 41 | 1,944,341 | (1,250,612) | (198) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (in shares) | 179,831 | 179,831 | |||
Exercise of stock options | $ 308 | 308 | |||
Issuance of shares for RSU awards (in shares) | 1,180,047 | ||||
Common stock issued under Tumim Purchase Agreements (in shares) | 3,643,644 | ||||
Common stock issued under Tumim Purchase Agreements | 27,376 | $ 1 | 27,375 | ||
Stock-based compensation | 53,528 | 53,528 | |||
Net loss | (152,941) | (152,941) | |||
Other comprehensive income | 329 | 329 | |||
Balance at end of period (in shares) at Mar. 31, 2022 | 418,344,072 | ||||
Balance at end of period at Mar. 31, 2022 | $ 622,172 | $ 42 | $ 2,025,552 | $ (1,403,553) | $ 131 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (152,941) | $ (120,224) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,111 | 1,805 |
Stock-based compensation | 53,528 | 50,266 |
Non-cash in-kind services | 0 | 12,896 |
Equity in net loss of affiliates | 2,820 | 794 |
Revaluation of warrant liability | 434 | (951) |
Inventory write-downs | 3,473 | 0 |
Other non-cash activity | (326) | 1 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (1,339) | 0 |
Inventory | (22,404) | 0 |
Prepaid expenses and other current assets | (14,710) | (1,758) |
Accounts payable, accrued expenses and other current liabilities | (2,131) | 2,083 |
Long-term deposits | 0 | (4,161) |
Other assets | (304) | 0 |
Operating lease liabilities | (77) | 0 |
Other long-term liabilities | (457) | 0 |
Net cash used in operating activities | (131,323) | (59,249) |
Cash flows from investing activities | ||
Purchases and deposits of property, plant and equipment | (30,106) | (24,521) |
Investments in affiliates | (3,348) | 0 |
Net cash used in investing activities | (33,454) | (24,521) |
Cash flows from financing activities | ||
Proceeds from the exercise of stock options | 308 | 2,626 |
Proceeds from issuance of common stock | 27,376 | 0 |
Payments on finance lease liabilities | (30) | (258) |
Payment of note payable | 0 | (4,100) |
Payments for issuance costs | 0 | (26) |
Net cash provided by (used in) financing activities | 27,654 | (1,758) |
Net decrease in cash and cash equivalents, including restricted cash | (137,123) | (85,528) |
Cash and cash equivalents, including restricted cash, beginning of period | 522,241 | 849,278 |
Cash and cash equivalents, including restricted cash, end of period | 385,118 | 763,750 |
Supplementary cash flow disclosures: | ||
Cash paid for interest | 273 | 187 |
Cash interest received | 85 | 259 |
Supplementary disclosures for noncash investing and financing activities: | ||
Purchases of property, plant and equipment included in liabilities | 21,294 | 27,108 |
Accrued deferred issuance costs | 0 | 330 |
Leased assets obtained in exchange for new finance lease liabilities | $ 378 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION (a) Overview Nikola Corporation (‘‘Nikola’’ or the ‘‘Company’’) is a designer and manufacturer of heavy-duty commercial battery-electric and hydrogen-electric vehicles and energy infrastructure solutions. (b) Unaudited Consolidated Financial Statements The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. A ll dollar amounts are in thousands, unless otherwise noted. 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021, the Company had $360.1 million and $497.2 million of cash and cash equivalents, which included cash equivalents of zero and $463.9 million of highly liquid investments as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022 and December 31, 2021, the Company had $25.0 million in non-current restricted cash. Restricted cash represents cash that is restricted as to withdrawal or usage and consists of securitization of the Company's letter of credit. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of March 31, 2022 December 31, 2021 March 31, 2021 Cash and cash equivalents $ 360,118 $ 497,241 $ 763,750 Restricted cash and cash equivalents – non-current 25,000 25,000 — Cash, cash equivalents and restricted cash and cash equivalents $ 385,118 $ 522,241 $ 763,750 (b) Fair Value of Financial Instruments The carrying value and fair value of the Company’s financial instruments are as follows: As of March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liability $ — $ — $ 4,718 $ 4,718 Derivative liability — — 3,752 3,752 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 463,867 $ — $ — $ 463,867 Liabilities Warrant liability $ — $ — $ 4,284 $ 4,284 Derivative liability — — 4,189 4,189 As a result of the Company's business combination with VectoIQ Acquisition Corp. ("VectoIQ") in June 2020 (the "Business Combination"), the Company assumed a warrant liability (the "Warrant Liability") related to previously issued private warrants in connection with VectoIQ's initial public offering. The Warrant Liability is remeasured to its fair value at each reporting period and upon settlement. The change in fair value was recognized in "Revaluation of warrant liability" on the consolidated statements of operations. The change in fair value of the Warrant Liability was as follows: Warrant Liability Estimated fair value at December 31, 2021 $ 4,284 Change in fair value 434 Estimated fair value at March 31, 2022 $ 4,718 The fair value of the warrants outstanding was estimated using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used: As of March 31, 2022 December 31, 2021 Stock price $ 10.71 $ 9.87 Exercise price $ 11.50 $ 11.50 Remaining term (in years) 3.18 3.42 Volatility 90 % 90 % Risk-free rate 2.43 % 1.03 % Expected dividend yield — % — % On September 13, 2021, the Company entered into an Amended Membership Interest Purchase Agreement (the "Amended MIPA") with Wabash Valley Resources ("WVR") and the sellers party thereto (each, a "Seller"), pursuant to which the Company is subject to the first price differential and second price differential (together the "Price Differential"). Pursuant to the terms of the Amended MIPA, the first price differential was settled in the fourth quarter of 2021 for $3.4 million. The second price differential is equal to $14.86 ("Issue Price") less the average closing price for shares of the Company's common stock for the five The Price Differential is a freestanding financial instrument and accounted for as a derivative liability. The derivative liability will be remeasured at each reporting period with changes in its fair value recorded in "Other income, 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 December 31, 2021 $ 4,189 Change in fair value (437) Estimated fair value at March 31, 2022 $ 3,752 The fair value of the derivative liability, a level 3 measurement, was estimated using a Monte Carlo simulation model. The application of the Monte Carlo simulation model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used: As of March 31, 2022 December 31, 2021 Stock price $ 10.71 $ 9.87 Strike price $ 14.86 $ 14.86 Volatility 100 % 100 % Risk-free rate 0.50 % 0.18 % (c) Revenue Recognition Truck sales Truck sales will consist of revenue recognized on the sales of the Company's battery-electric ("BEV") and fuel-cell electric ("FCEV") trucks. The sale of trucks is recognized as a single performance obligation at the point in time when control is transferred to the customer. Control is deemed transferred when the product is shipped to the customer and the customer can direct the product's use and obtain substantially all of the remaining benefits from the asset. BEV sales are expected to begin in the second quarter of 2022 and FCEV in the second half of 2023. Services and other Services and other revenues for the three months end March 31, 2022 consist of sales of mobile charging trailers ("MCTs"). The sale of MCTs is recognized as a single performance obligation at the point in time when control is transferred to the customer. Control is deemed transferred when the product is delivered to the customer and the customer can direct the product's use and obtain substantially all of the remaining benefits from the asset. The Company does not offer sales returns on MCTs. Payment for products sold are made upon invoice or in accordance with the Company's customary payment terms and the Company's MCT contracts do not have significant financing components. The Company has elected to exclude sales taxes from the measurement of the transaction price. (d) Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Inventory Inventory consisted of the following at March 31, 2022 and December 31, 2021, respectively: As of March 31, 2022 December 31, 2021 Raw materials $ 12,766 $ 7,344 Work in process 8,556 4,253 Finished goods 4,525 — Total inventory $ 25,847 $ 11,597 Inventory cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Inventories are stated at the lower of cost or net realizable value. Inventories are written down for any excess or obsolescence and when net realizable value is in excess of carrying value. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at March 31, 2022 and December 31, 2021, respectively: As of March 31, 2022 December 31, 2021 Deposits $ 17,014 $ 5,615 Prepaid expenses 6,846 5,116 Non-trade receivables 5,713 2,717 Deferred implementation costs 2,157 2,443 Total prepaid expenses and other current assets $ 31,730 $ 15,891 Non-trade receivables For the three months ended March 31, 2022 and 2021, the Company recognized government grant income totaling $0.3 million and zero, respectively, in connection with the Arizona Qualified Facility Tax Credit (“QFTC”). As U.S. GAAP does not contain authoritative accounting standards on this topic, the Company accounted for the QFTC by analogy to International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance. Under IAS 20, the grant is recognized on a systematic basis over the periods in which the qualifying expenses are incurred when it is determined that receipt of the grant is no longer contingent. As of March 31, 2022, the Company recognized $2.4 million in "Prepaid expenses and other current assets" and $0.3 million in "Other assets" on the consolidated balance sheets. As of December 31, 2021, the Company recognized $1.2 million in "Prepaid expenses and other current assets" and $1.2 million in "Other assets" on the consolidated balance sheets. Deferred implementation costs The capitalized costs are amortized on a straight-line basis over the estimated useful life of five years. The Company recorded an immaterial amount to amortization expense on the consolidated statements of operations for the three months ending March 31, 2022 and 2021. Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following at March 31, 2022 and December 31, 2021: As of March 31, 2022 December 31, 2021 Buildings $ 131,118 $ 104,333 Construction-in-progress 85,038 103,515 Machinery and equipment 45,282 36,551 Other 8,751 3,914 Software 8,068 7,562 Leasehold improvements 2,891 2,883 Furniture and fixtures 1,480 1,480 Finance lease assets 1,025 646 Property, plant and equipment, gross 283,653 260,884 Less: accumulated depreciation and amortization (19,532) (16,507) Total property, plant and equipment, net $ 264,121 $ 244,377 Construction-in-progress on the Company's consolidated balance sheets as of March 31, 2022 relates primarily to the expansion of the Company's manufacturing plant in Coolidge, Arizona, and build-out of the Company's headquarters and R&D facility in Phoenix, Arizona. During the first quarter of 2022, $26.8 million of construction-in-progress was placed in service related to phase 1.0 of the Coolidge facility. Depreciation expense for the three months ended March 31, 2022 and 2021 was $3.0 million and $1.8 million, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at March 31, 2022 and December 31, 2021: As of March 31, 2022 December 31, 2021 Settlement liability $ 50,000 $ 50,000 Accrued purchase of intangible asset 22,231 11,344 Goods received not yet invoiced 11,526 8,253 Accrued legal expenses 6,059 5,664 Accrued payroll and payroll related expenses 4,848 2,521 Derivative liability 3,752 4,189 Accrued purchases of property, plant and equipment 2,897 2,817 Accrued outsourced engineering services 2,546 1,134 Other accrued expenses 1,798 7,565 Total accrued expenses and other current liabilities $ 105,657 $ 93,487 |
INVESTMENTS IN AFFILIATES
INVESTMENTS IN AFFILIATES | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN AFFILIATES | INVESTMENTS IN AFFILIATES Investments in unconsolidated affiliates accounted for under the equity method consist of the following: As of Ownership March 31, 2022 December 31, 2021 Nikola Iveco Europe GmbH 50 % $ 4,921 $ 4,083 Wabash Valley Resources LLC 20 % 57,713 57,695 $ 62,634 $ 61,778 Equity in net loss of affiliates on the consolidated statements of operations for the three months ended March 31, 2022 and 2021, was as follows: Three Months Ended March 31, 2022 2021 Equity in earnings (loss) of affiliates: Nikola Iveco Europe GmbH $ (2,838) $ (794) Wabash Valley Resources LLC 18 — Total equity in net loss of affiliates $ (2,820) $ (794) Nikola Iveco Europe GmbH In April 2020, the Company and Iveco established a joint venture in Europe, Nikola Iveco Europe GmbH. The operations of the joint venture are located in Ulm, Germany, and consist of manufacturing the BEV and FCEV Class 8 trucks for the European and North American markets. The agreements provide for a 50/50 ownership of the joint venture and a 50/50 allocation of the joint venture's production volumes and profits between the Company and Iveco. Nikola Iveco Europe GmbH is considered a variable interest entity ("VIE") due to insufficient equity to finance its activities without additional subordinated financial support. The Company is not considered the primary beneficiary as it does not have the power to direct the activities that most significantly impact the economic performance based on the terms of the agreements. Accordingly, the VIE is accounted for under the equity method. During the three months ended March 31, 2022 the Company made a contribution to Nikola Iveco Europe GmbH of 3.0 million Euros (approximately $3.3 million). As of March 31, 2022, the Company's maximum exposure to loss was $16.6 million, which represents the book value of the Company's equity interest and guaranteed debt obligations of $11.7 million. Wabash Valley Resources LLC On June 22, 2021, the Company entered into the Membership Interest Purchase Agreement ("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. The Company's interest in WVR is accounted for under the equity method and is included in "Investment in affiliates" on the Company's consolidated balance sheets. Included in the initial carrying value was a basis difference of $55.5 million due to the difference between the cost of the investment and the Company's proportionate share of WVR's net assets. The basis difference is primarily comprised of property, plant and equipment and intangible assets. 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. |
DEBT AND FINANCE LEASE LIABILIT
DEBT AND FINANCE LEASE LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT AND FINANCE LEASE LIABILITIES | DEBT AND FINANCE LEASE LIABILITIES Debt and finance lease liabilities as of March 31, 2022 and December 31, 2021, were as follows: As of March 31, 2022 December 31, 2021 Current: Promissory note $ 146 $ — Finance lease liabilities 361 140 Debt and finance lease liabilities, current $ 507 $ 140 Non-current: Promissory note $ 24,510 $ 24,639 Finance lease liabilities 535 408 Long-term debt and finance lease liabilities, net of current portion $ 25,045 $ 25,047 Promissory Note During the fourth quarter of 2021, the Company closed on the purchase of its headquarters facility in Phoenix, Arizona. Concurrently with the closing of the purchase, the Company, as borrower, executed a promissory note for $25.0 million at a stated interest rate of 4.00% (the "Promissory Note"). The Promissory Note carries a 60-month term, interest only payments for the first 12 months and a 25-year amortization thereafter, with the remaining principal balance due upon maturity. The loan is fully collateralized by the Company's headquarters. The Company capitalized debt issuance costs of $0.4 million related to the Promissory Note. Debt issuance costs are being amortized to interest expense over the term of the Promissory Note using the effective interest method. The effective interest rate on the Promissory Note is 4.34%. For the three months ended March 31, 2022, the Company recognized $0.3 million of interest expense related to interest on the Promissory Note and amortization of debt issuance costs. Letter of Credit During the fourth quarter of 2021, the Company executed an irrevocable standby letter of credit for $25.0 million through December 31, 2024 in connection with the execution of a product supply agreement with a vendor. As of March 31, 2022, no amounts have been drawn on the letter of credit. |
CAPITAL STRUCTURE
CAPITAL STRUCTURE | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
CAPITAL STRUCTURE | CAPITAL STRUCTURE Shares Authorized As of March 31, 2022, the Company had a total of 750,000,000 shares authorized for issuance consisting of 600,000,000 shares designated as common stock and 150,000,000 shares designated as preferred stock. Warrants As of March 31, 2022, 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 March 31, 2022 and 2021, the Company recorded a $0.4 million loss and $1.0 million gain, respectively, for "Revaluation of warrant liability" on the consolidated statements of operations. As of March 31, 2022 and December 31, 2021, the Company had $4.7 million and $4.3 million, respectively, for warrant liability related to the private warrants outstanding on the consolidated balance sheets. The exercise price and number of shares 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 First Purchase Agreement with Tumim Stone Capital LLC On June 11, 2021, the Company entered into a common stock purchase agreement (the "First Tumim Purchase Agreement") and a registration rights agreement (the "Registration Rights Agreement") with Tumim Stone Capital LLC ("Tumim"), pursuant to which Tumim committed to purchase up to $300.0 million in shares of the Company's common stock, subject to certain limitations and conditions set forth in the First Tumim Purchase Agreement. The Company shall not issue or sell any shares of common stock under the First Tumim Purchase Agreement which, when aggregated with all other shares of common stock beneficially owned by Tumim, would result in beneficial ownership of more than 4.99% of the Company's outstanding shares of common stock. Under the terms of the First Tumim Purchase Agreement, the Company has the right, but not the obligation, to sell to Tumim, shares of common stock over the period commencing on the date of the First Tumim Purchase Agreement (the “Tumim Closing Date”) and ending on the first day of the month following the 36-month anniversary of the Tumim Closing Date, provided that a registration statement covering the resale of shares of common stock that have been and may be issued under the First Tumim Purchase Agreement is declared effective by the SEC. Registration statements covering the offer and sale of up to 18,012,845 and 17,025,590 shares of common stock to Tumim were declared effective on June 30, 2021 and March 22, 2022, respectively. 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. During the second quarter of 2021 and concurrently with the signing of the First Tumim Purchase Agreement, the Company issued 155,703 shares of its common stock to Tumim as a commitment fee ("Commitment Shares"). The total fair value of the shares issued for the commitment fee of $2.6 million was recorded in "Selling, general, and administrative" expense on the Company's consolidated statements of operations. During the three months ended March 31, 2022, the Company sold 3,643,644 shares of common stock for proceeds of $27.4 million under the terms of the First Tumim Purchase Agreement. As of March 31, 2022, the remaining commitment available under the First Tumim Purchase Agreement was $108.8 million. Second Purchase Agreement with Tumim Stone Capital LLC On September 24, 2021, the Company entered into a second common stock purchase agreement (the "Second Tumim Purchase Agreement") and a registration rights agreement with Tumim, pursuant to which Tumim committed to purchase up to $300.0 million in shares of the Company's common stock, subject to certain limitations and conditions set forth in the Second Tumim Purchase Agreement. The Company will not issue or sell any shares of common stock under the Second Tumim Purchase Agreement which, when aggregated with all other shares of common stock beneficially owned by Tumim, would result in beneficial ownership of more than 4.99% of the Company's outstanding shares of common stock. Under the terms of the Second Tumim Purchase Agreement, the Company has the right, but not the obligation, to sell to Tumim, shares of common stock over the period commencing on the date of the Second Tumim Purchase Agreement (the “Second Tumim Closing Date”) and ending on the first day of the month following the 36-month anniversary of the Second Tumim Closing Date, provided that certain conditions have been met. These conditions include effectiveness of a registration statement covering the resale of shares of common stock that have been and may be issued under the Second Tumim Purchase Agreement and termination of the First Tumim Purchase Agreement. The registration statement covering the offer and sale of up to 29,042,827 shares of common stock, including the commitment shares, to Tumim was declared effective on November 29, 2021. The purchase price will be calculated as 97% of the volume weighted average prices of the Company's common stock during normal trading hours for three consecutive trading days commencing on the purchase notice date. During the third quarter of 2021 and concurrently with the signing of the Second Tumim Purchase Agreement, the Company issued 252,040 shares of its common stock to Tumim as a commitment fee. The total fair value of the shares issued for the commitment fee of $2.9 million was recorded in "Selling, general, and administrative" expense on the Company's consolidated statement of operations. As of March 31, 2022, the Company has not sold any shares of common stock to Tumim under the Second Tumim Purchase Agreement and has a remaining commitment of $300.0 million available. |
STOCK BASED COMPENSATION EXPENS
STOCK BASED COMPENSATION EXPENSE | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION EXPENSE | STOCK BASED COMPENSATION EXPENSE 2017 and 2020 Stock Plans The 2017 Stock Option Plan (the “2017 Plan”) provides for the grant of incentive and nonqualified options to purchase common stock to officers, employees, directors, and consultants. Options were granted at a price not less than the fair market value on the date of grant and generally became exercisable between one On June 2, 2020, the stockholders approved the Nikola Corporation 2020 Stock Incentive Plan (the "2020 Plan") and the Nikola Corporation 2020 Employee Stock Purchase Plan (the "2020 ESPP"). The 2020 Plan provides for the grant of incentive and nonqualified stock options, restricted stock units ("RSUs"), restricted share awards, stock appreciation awards, and cash-based awards to employees, outside directors, and consultants of the Company. The 2020 Plan and the 2020 ESPP became effective immediately upon the closing of the Business Combination. No offerings have been authorized to date by the Company's board of directors under the ESPP. Stock Options The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted. Options vest in accordance with the terms set forth in the grant letter. Time-based options generally vest ratably over a period of approximately 36 months. Changes in stock options are as follows: Options Weighted Weighted Average Outstanding at December 31, 2021 28,996,160 $ 1.28 6.87 Granted — — Exercised 179,831 1.71 Cancelled 15,225 3.16 Outstanding at March 31, 2022 28,801,104 $ 1.27 6.62 Vested and exercisable as of March 31, 2022 28,470,051 $ 1.25 6.61 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 March 31, 2022, not all of the performance conditions are probable to be achieved. Compensation expense has only been recognized for those conditions that are assumed to be probable. The Company updates its estimates related to the probability and timing of achievement of the operational milestones each period until the award either vests or is forfeited. In addition, for certain technical engineering employees the awards cliff vest after a three-year period or vest on the achievement of certain operational milestones. The RSUs to directors have a vesting cliff of one year after the grant date. Changes in RSUs are as follows: Number of RSUs Balance at December 31, 2021 12,178,672 Granted 3,460,470 Released 1,180,047 Cancelled 502,978 Balance at March 31, 2022 13,956,117 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 Company's stock price target ranges from $25 per share to $55 per share. 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. During the three months ended March 31, 2022, the Company granted 949,026 shares of market based RSUs to an executive in connection with his hiring during the period. The total grant date fair value of the market based RSUs was determined to be $2.2 million and is recognized over the requisite service period. The grant date fair value of the market based RSUs was determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The following inputs and assumptions were used to determine the grant date fair value for the market based RSUs: Three Months Ended March 31, 2022 Stock price $ 9.66 Term (years) 1.19 Risk-free interest rate 1.7% Expected volatility 100% Changes in market based RSUs are as follows: Number of Market Based RSUs Balance at December 31, 2021 13,317,712 Granted 949,026 Released — Cancelled — Balance at March 31, 2022 14,266,738 Stock Compensation Expense The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Research and development $ 8,707 $ 10,322 Selling, general, and administrative 44,821 39,944 Total stock-based compensation expense $ 53,528 $ 50,266 As of March 31, 2022, total unrecognized compensation expense was as follows: Unrecognized Compensation Expense Options $ 608 Market based RSUs 139,524 RSUs 154,107 Total unrecognized compensation expense at March 31, 2022 $ 294,239 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
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 months ended March 31, 2022 and 2021 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events, and the outcome of litigation is inherently uncertain. The Company expenses professional legal fees as incurred, which are included in selling, general, and administrative expense on the consolidated financial statements. Other than as described below, there is no material pending or threatened litigation against the Company that remains outstanding as of March 31, 2022. Regulatory and Governmental Investigations and Related Internal Review In September 2020, a short seller reported on certain aspects of the Company’s business and operations. The Company and its board of directors retained Kirkland & Ellis LLP to conduct an internal review in connection with the short-seller article (the “Internal Review”), and Kirkland & Ellis LLP promptly contacted the Division of Enforcement of the SEC 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. During that same month, the Company and five of its officers and employees 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 short seller's article. Later that same month, the Staff of the Division of Enforcement issued additional subpoenas to another three of the Company’s officers and employees and to the Company’s current and former directors. The Company and our former executive chairman, Trevor Milton, also received grand jury subpoenas from the U.S. Attorney’s Office for the Southern District of New York (the “SDNY”) in September 2020. Later that same month, 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. 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. 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 last such production of information was made in August 2021. The Company will continue to comply with future requests of the Staff of the Division of Enforcement and the SDNY. The legal and other professional costs the Company incurred during the three months ended March 31, 2022 and 2021, in connection with the Internal Review and disclosed elsewhere in this Report include approximately $10.6 million and $3.0 million, respectively, expensed for Mr. Milton’s attorneys’ fees under his indemnification agreement with the Company. As of March 31, 2022 and December 31, 2021, the Company accrued approximately $23.7 million and $22.7 million, respectively, in legal and other professional costs for Mr. Milton's attorneys' fees under his indemnification agreement. The Company expects to incur additional costs associated with its continued cooperation with the Staff of the Division of Enforcement and the SDNY in fiscal year 2022, which will be expensed as incurred and which could be significant in the periods in which they are recorded. On July 29, 2021, the U.S. Attorney for the SDNY announced the unsealing of a criminal indictment charging Mr. Milton with two counts of securities fraud and one count of wire fraud. That same day, the SEC announced charges against Mr. Milton for alleged violations of federal securities laws. By order dated December 21, 2021, the Company and the SEC reached a settlement arising out of the SEC’s investigation of the Company. Under the terms of the settlement, without admitting or denying the SEC’s findings, the Company agreed to cease and desist from future violations of the Securities Exchange Act of 1934 (the "Exchange Act") and Rules 10b-5 and 13a-15(a) thereunder and Section 17(a) of the Securities Act of 1933 (the "Securities Act"); to certain voluntary undertakings; and to pay a $125 million civil penalty, to be paid in five installments over two years. The first installment was paid at the end of 2021 and the remaining installments are to be paid semiannually through 2023. The Company previously reserved the full amount of the settlement in the quarter ended September 30, 2021, as disclosed in the Company’s quarterly report on Form 10-Q for such quarter, filed with the SEC on November 4, 2021. The SEC’s cease and desist order is available on the SEC’s website. The Company has been informed that the SDNY investigation remains ongoing but has not received any interview or document requests since the indictment of Mr. Milton was unsealed. The Company cannot predict the ultimate outcome of the SDNY investigation 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 SDNY investigation 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 SDNY investigation will be completed, the final outcome of the SDNY investigation, what additional actions, if any, may be taken by the SDNY or by other governmental agencies, or the effect that such actions may have on the Company's business, prospects, operating results and financial condition, which could be material. The SDNY investigation, including any matters identified in the Internal Review, could also result in (1) third-party claims against the Company, which may include the assertion of claims for monetary damages, including but not limited to interest, fees, and expenses, (2) damage to the Company's business or reputation, (3) loss of, or adverse effect on, cash flow, assets, goodwill, results of operations, business, prospects, profits or business value, including the possibility of certain of the Company's existing contracts being cancelled, (4) adverse consequences on the Company's ability to obtain or continue financing for current or future projects and/or (5) claims by directors, officers, employees, affiliates, advisors, attorneys, agents, debt holders or other interest holders or constituents of the Company or its subsidiaries, any of which could have a material adverse effect on the Company's business, prospects, operating results and financial condition. Further, to the extent that these investigations and any resulting third-party claims yield adverse results over time, such results could jeopardize the Company's operations and exhaust its cash reserves, and could cause stockholders to lose their entire investment. The Company 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 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 November 18, 2021, the Court appointed Nikola Investor Group II as Lead Plaintiff and appointed Pomerantz LLP and Block & Leviton LLP as co-lead counsel. On December 10, 2021, the Court issued a scheduling order pursuant to which Lead Plaintiff’s Amended Complaint was due January 24, 2022, Defendants’ deadline to answer or otherwise respond was set for March 10, 2022 and Plaintiffs’ deadline to file any responsive memorandum was set for April 11, 2022 with any reply from Defendants due by May 11, 2022. On January 24, 2022, Lead Plaintiffs filed the Consolidated Amended Class Action Complaint. On February 5, 2022, the Court granted the parties’ joint application for an extension of the deadline for Defendants to file an answer or move to dismiss until April 8, 2022, with Plaintiffs’ opposition due 30 days following the filing of a motion to dismiss, and any reply from Defendants due 30 days following Plaintiffs’ opposition. In accordance with the Court’s scheduling order, Defendants filed their motions to dismiss on April 8, 2022. 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. On December 17, 2021, Lead Plaintiff filed a motion to lift the PSLRA stay of discovery. On January 18, 2022, Nikola filed its opposition to Lead Plaintiff’s motion to lift the PSLRA stay of discovery and on January 25, 2022, Lead Plaintiff filed its reply. The Court has not yet ruled on the motion. 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. On January 7, 2022, Barbara Rhodes, a purported stockholder of the Company, filed her Verified Stockholder Derivative Complaint in Delaware Chancery Court captioned Rhodes v. Milton, et al. and Nikola Corp. , C.A. No. 2022-0023-KSJM (the “ Rhodes Action”). On January 10, 2022, Zachary BeHage and Benjamin Rowe (together, the “BeHage Rowe Plaintiffs”), purported stockholders of the Company, filed their Verified Shareholder Derivative Complaint in Delaware Chancery Court captioned BeHage v. Milton, et al. and Nikola Corp. , C.A. No. 2022-0045-KSJM (the “BeHage Rowe Action” together with the Rhodes Action, the “Related Actions”). The Related Actions are against certain of the Company’s current and former directors and allege breach of fiduciary duties, insider selling under Brophy , aiding and abetting insider selling, aiding and abetting breach of fiduciary duties, unjust enrichment, and waste of corporate assets. On January 28, 2022, Rhodes and the BeHage Rowe Plaintiffs filed a stipulation and proposed order for consolidation of the Related Actions. The proposed order states that Defendants need not answer, move, or otherwise respond to the complaints filed in the Related Actions and contemplates that counsel for Plaintiffs shall file a consolidated complaint or designate an operative complaint within fourteen days of entry of an order consolidating these actions and shall meet and confer with counsel for Defendants or any other party regarding a schedule for Defendants to respond to the operative complaint. The proposed order was granted by the Court on February 1, 2022. On February 15, 2022, Rhodes and the BeHage Rowe Plaintiffs filed a Verified Consolidated Amended Stockholder Derivative Complaint in the Related Actions (the “Amended Complaint”). On April 4, 2022, the parties filed a stipulation and proposed order, pursuant to which the parties to the Related Actions agreed that Defendants need not answer, move, or otherwise respond to certain counts of the Amended Complaint. The parties otherwise agreed to a briefing schedule for Defendants’ anticipated motions to stay the remaining counts of the Amended Complaint, pursuant to which Defendants’ motions would be due April 13, 2022, Plaintiffs’ oppositions would be due May 4, 2022, and Defendants’ replies would be due May 25, 2022. A telephonic oral argument is scheduled for June 1, 2022 at 11:00 am ET. The Court granted the parties’ stipulation that same day, and Defendants filed their motions to stay on April 13, 2022. On March 10, 2022, Michelle Brown and Crisanto Gomes (together, the “Brown & Gomes Plaintiffs”), purported stockholders of the Company, filed a Verified Shareholder Derivative Complaint in Delaware Chancery Court captioned Brown v. Milton, et al. and Nikola Corp. , C.A. No. 2022-0223-KSJM (the “Brown & Gomes Action”). The Brown & Gomes Action is against certain of the Company’s current and former directors and alleges claims against those defendants for purported breaches of fiduciary duty and unjust enrichment. On March 14, 2022, the Brown & Gomes Plaintiffs notified the court in the Related Actions of their belief that the Brown & Gomes Action properly belongs as part of the consolidated Related Actions. The complaints seek unspecified monetary damages, costs and fees associated with bringing the actions, and reform of the Company's corporate governance, risk management and operating practices. The Company intends to vigorously defend against the foregoing complaints. The Company is unable to estimate the potential loss or range of loss, if any, associated with these lawsuits, which could be material. In addition, on March 8, 2021, the Company received a demand letter from a law firm representing a purported stockholder of the Company alleging facts and claims substantially the same as many of the facts and claims in the filed derivative shareholder lawsuit. The demand letter requests that the board of directors (i) undertake an independent internal investigation into certain board members and management’s purported violations of Delaware and/or federal law; and (ii) commence a civil action against those members of the board and management for alleged fiduciary breaches. In April 2021, the board of directors formed a demand review committee, consisting of independent directors Bruce L. Smith, and Mary L. Petrovich, to review such demands and provide input to the Company and retained independent counsel. There can be no assurance as to whether any litigation will be commenced by or against the Company by the purported shareholder with respect to the claims set forth in the demand letter, or whether any such litigation could be material. Books and Record Demands Pursuant to Delaware General Corporation Law Section 220 The Company has received a number of demand letters pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”), seeking disclosure of certain of the Company’s records. The Company has responded to those demands, stating its belief that the demand letters fail to fully comply with the requirements of Section 220 of the DGCL. However, in the interest of resolution and while preserving all rights of the defendants, the Company has engaged in negotiations with the shareholders, and has provided certain information that the Company had reasonably available to it. On January 15, 2021, Plaintiff Frances Gatto filed a complaint in Delaware Chancery Court seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. On January 26, 2021, Plaintiff’s counsel and the Company filed a joint letter, notifying the Court that the parties are engaged in dialogue regarding Plaintiff’s demand, and the Company need not answer or otherwise respond to the complaint at this time. On October 20, 2021, Plaintiff dismissed the action without prejudice. On October 8, 2021, Plaintiffs Zachary BeHage and Benjamin Rowe filed a complaint in Delaware Chancery Court seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. On October 19, 2021, Plaintiffs’ counsel and the Company filed a joint letter, notifying the Court that the parties are engaged in dialogue regarding Plaintiffs’ demand, and the Company need not answer or otherwise respond to the complaint at this time. On January 14, 2022, Plaintiffs dismissed the action without prejudice. On January 19, 2022, Plaintiff Melissa Patel filed a complaint in Delaware Chancery Court seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. On February 20, 2022, the parties filed a stipulation and proposed order of dismissal without prejudice, which the court granted on February 21, 2022. AAA Arbitration Demand On July 23, 2021, our 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. On February 22, 2022, the arbitration panel issued a ruling addressing many of the parties’ historical disputes over the advancement of defense costs. Ongoing and future disputes concerning the advancement of defense costs that the parties are unable to resolve consensually have been or will be submitted to the arbitration panel. Commitments and Contingencies Coolidge Land Conveyance In February 2019, the Company was conveyed 430 acres of land in Coolidge, Arizona, by Pinal Land Holdings ("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 fuel cell power module ("FCPM") license to intellectual property that will be used to adapt, further develop and assemble FCPMs. Payments for the license will be due in installments ranging from 2022 to 2023. As of March 31, 2022, the Company accrued $22.2 million in "Accrued expenses and other current liabilities" and $22.2 million in "Other long-term liabilities" on the consolidated balance sheets. Commitment to Fund Joint Venture In March 2022, the Company and Travel Centers of America, Inc. ("TA") entered into a series of agreements which established a joint venture, Nikola - TA HRS 1, LLC. The operations expected to be performed by the joint venture consist of the development, operation and maintenance of a hydrogen fueling station. The agreements provide for a 50/50 ownership of the joint venture. Both parties are entitled to appoint an equal number of board members to the management committee of the joint venture. Pursuant to the terms of the agreements, the Company is committed to fund an initial capital contribution of $1.0 million. As of March 31, 2022, the joint venture has not commenced operations and the Company has not contributed cash to the entity resulting in no financial statement impact for the period ended March 31, 2022. The Company expects to recognize the joint venture under the equity method of accounting. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (152,941) $ (120,224) Less: revaluation of warrant liability — (951) Adjusted net loss $ (152,941) $ (121,175) Denominator: Weighted average shares outstanding, basic 415,152,656 392,189,851 Dilutive effect of common stock issuable from assumed exercise of warrants — 299,910 Weighted average shares outstanding, diluted 415,152,656 392,489,761 Net loss per share: Basic $ (0.37) $ (0.31) Diluted $ (0.37) $ (0.31) Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss, adjusted for the revaluation of warrant liability for the private warrants, by the weighted average number of common shares outstanding for the period, adjusted for the dilutive effect of shares of common stock equivalents resulting from the assumed exercise of the warrants. The treasury stock method was used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares were excluded from the computation of diluted net loss when their effect was antidilutive. The following outstanding common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive. Three Months Ended March 31, 2022 2021 Outstanding warrants 760,915 — Stock options, including performance stock options 28,801,104 30,599,958 Restricted stock units, including market based RSUs 28,222,855 20,359,012 Total 57,784,874 50,958,970 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSOn April 1, 2022, the Company issued 2,559,727 shares of common stock under the terms of the First Tumim Purchase Agreement to Tumim for proceeds of $27.4 million.On April 30, 2022, the Company entered into an investment agreement (the "Investment Agreement") with an investor (the "Investor") relating to the sale to the Investor of $200.0 million aggregate principal amount of the Company's 8.00% / 11.00% Convertible Senior PIK Toggle Notes due 2026 (the "Notes"). The transactions contemplated by the Investment Agreement are expected to close in June 2022, subject to the satisfaction of the customary closing conditions set forth in the Investment Agreement. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. |
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. |
Revenue from Contract with Customer | Truck sales Truck sales will consist of revenue recognized on the sales of the Company's battery-electric ("BEV") and fuel-cell electric ("FCEV") trucks. The sale of trucks is recognized as a single performance obligation at the point in time when control is transferred to the customer. Control is deemed transferred when the product is shipped to the customer and the customer can direct the product's use and obtain substantially all of the remaining benefits from the asset. BEV sales are expected to begin in the second quarter of 2022 and FCEV in the second half of 2023. Services and other Services and other revenues for the three months end March 31, 2022 consist of sales of mobile charging trailers ("MCTs"). The sale of MCTs is recognized as a single performance obligation at the point in time when control is transferred to the customer. Control is deemed transferred when the product is delivered to the customer and the customer can direct the product's use and obtain substantially all of the remaining benefits from the asset. The Company does not offer sales returns on MCTs. Payment for products sold are made upon invoice or in accordance with the Company's customary payment terms and the Company's MCT contracts do not have significant financing components. The Company has elected to exclude sales taxes from the measurement of the transaction price. |
Recent Accounting Pronouncements | Recently issued accounting pronouncements not yet adoptedIn November 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2021-10, Government Assistance, to increase transparency of government assistance which requires annual disclosures about transactions with a government entity that are accounted for by applying a grant or contribution accounting model by analogy. ASU 2021-10 is effective for annual periods beginning after December 15, 2021 and early adoption is permitted. The Company will adopt ASU 2021-10 for the year ended December 31, 2022, which will have an immaterial impact to the Company's consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of March 31, 2022 December 31, 2021 March 31, 2021 Cash and cash equivalents $ 360,118 $ 497,241 $ 763,750 Restricted cash and cash equivalents – non-current 25,000 25,000 — Cash, cash equivalents and restricted cash and cash equivalents $ 385,118 $ 522,241 $ 763,750 |
Restrictions on Cash and Cash Equivalents | The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of March 31, 2022 December 31, 2021 March 31, 2021 Cash and cash equivalents $ 360,118 $ 497,241 $ 763,750 Restricted cash and cash equivalents – non-current 25,000 25,000 — Cash, cash equivalents and restricted cash and cash equivalents $ 385,118 $ 522,241 $ 763,750 |
Carrying Value and Fair Value of Financial Instruments | The carrying value and fair value of the Company’s financial instruments are as follows: As of March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liability $ — $ — $ 4,718 $ 4,718 Derivative liability — — 3,752 3,752 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 463,867 $ — $ — $ 463,867 Liabilities Warrant liability $ — $ — $ 4,284 $ 4,284 Derivative liability — — 4,189 4,189 |
Changes in Fair Value | The change in fair value of the Warrant Liability was as follows: Warrant Liability Estimated fair value at December 31, 2021 $ 4,284 Change in fair value 434 Estimated fair value at March 31, 2022 $ 4,718 Derivative Liability Estimated fair value at December 31, 2021 $ 4,189 Change in fair value (437) Estimated fair value at March 31, 2022 $ 3,752 |
Inputs and Assumptions Used | The following reflects the inputs and assumptions used: As of March 31, 2022 December 31, 2021 Stock price $ 10.71 $ 9.87 Exercise price $ 11.50 $ 11.50 Remaining term (in years) 3.18 3.42 Volatility 90 % 90 % Risk-free rate 2.43 % 1.03 % Expected dividend yield — % — % As of March 31, 2022 December 31, 2021 Stock price $ 10.71 $ 9.87 Strike price $ 14.86 $ 14.86 Volatility 100 % 100 % Risk-free rate 0.50 % 0.18 % |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory, Current | Inventory consisted of the following at March 31, 2022 and December 31, 2021, respectively: As of March 31, 2022 December 31, 2021 Raw materials $ 12,766 $ 7,344 Work in process 8,556 4,253 Finished goods 4,525 — Total inventory $ 25,847 $ 11,597 |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following at March 31, 2022 and December 31, 2021, respectively: As of March 31, 2022 December 31, 2021 Deposits $ 17,014 $ 5,615 Prepaid expenses 6,846 5,116 Non-trade receivables 5,713 2,717 Deferred implementation costs 2,157 2,443 Total prepaid expenses and other current assets $ 31,730 $ 15,891 |
Property, Plant and Equipment | Property, plant and equipment, net consisted of the following at March 31, 2022 and December 31, 2021: As of March 31, 2022 December 31, 2021 Buildings $ 131,118 $ 104,333 Construction-in-progress 85,038 103,515 Machinery and equipment 45,282 36,551 Other 8,751 3,914 Software 8,068 7,562 Leasehold improvements 2,891 2,883 Furniture and fixtures 1,480 1,480 Finance lease assets 1,025 646 Property, plant and equipment, gross 283,653 260,884 Less: accumulated depreciation and amortization (19,532) (16,507) Total property, plant and equipment, net $ 264,121 $ 244,377 |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following at March 31, 2022 and December 31, 2021: As of March 31, 2022 December 31, 2021 Settlement liability $ 50,000 $ 50,000 Accrued purchase of intangible asset 22,231 11,344 Goods received not yet invoiced 11,526 8,253 Accrued legal expenses 6,059 5,664 Accrued payroll and payroll related expenses 4,848 2,521 Derivative liability 3,752 4,189 Accrued purchases of property, plant and equipment 2,897 2,817 Accrued outsourced engineering services 2,546 1,134 Other accrued expenses 1,798 7,565 Total accrued expenses and other current liabilities $ 105,657 $ 93,487 |
INVESTMENTS IN AFFILIATES (Tabl
INVESTMENTS IN AFFILIATES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Investments in unconsolidated affiliates accounted for under the equity method consist of the following: As of Ownership March 31, 2022 December 31, 2021 Nikola Iveco Europe GmbH 50 % $ 4,921 $ 4,083 Wabash Valley Resources LLC 20 % 57,713 57,695 $ 62,634 $ 61,778 Equity in net loss of affiliates on the consolidated statements of operations for the three months ended March 31, 2022 and 2021, was as follows: Three Months Ended March 31, 2022 2021 Equity in earnings (loss) of affiliates: Nikola Iveco Europe GmbH $ (2,838) $ (794) Wabash Valley Resources LLC 18 — Total equity in net loss of affiliates $ (2,820) $ (794) |
STOCK BASED COMPENSATION EXPE_2
STOCK BASED COMPENSATION EXPENSE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021 28,996,160 $ 1.28 6.87 Granted — — Exercised 179,831 1.71 Cancelled 15,225 3.16 Outstanding at March 31, 2022 28,801,104 $ 1.27 6.62 Vested and exercisable as of March 31, 2022 28,470,051 $ 1.25 6.61 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Changes in RSUs are as follows: Number of RSUs Balance at December 31, 2021 12,178,672 Granted 3,460,470 Released 1,180,047 Cancelled 502,978 Balance at March 31, 2022 13,956,117 Three Months Ended March 31, 2022 Stock price $ 9.66 Term (years) 1.19 Risk-free interest rate 1.7% Expected volatility 100% Changes in market based RSUs are as follows: Number of Market Based RSUs Balance at December 31, 2021 13,317,712 Granted 949,026 Released — Cancelled — Balance at March 31, 2022 14,266,738 As of March 31, 2022, total unrecognized compensation expense was as follows: Unrecognized Compensation Expense Options $ 608 Market based RSUs 139,524 RSUs 154,107 Total unrecognized compensation expense at March 31, 2022 $ 294,239 |
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 months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Research and development $ 8,707 $ 10,322 Selling, general, and administrative 44,821 39,944 Total stock-based compensation expense $ 53,528 $ 50,266 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of the Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the basic and diluted net loss per share for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (152,941) $ (120,224) Less: revaluation of warrant liability — (951) Adjusted net loss $ (152,941) $ (121,175) Denominator: Weighted average shares outstanding, basic 415,152,656 392,189,851 Dilutive effect of common stock issuable from assumed exercise of warrants — 299,910 Weighted average shares outstanding, diluted 415,152,656 392,489,761 Net loss per share: Basic $ (0.37) $ (0.31) Diluted $ (0.37) $ (0.31) |
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 March 31, 2022 2021 Outstanding warrants 760,915 — Stock options, including performance stock options 28,801,104 30,599,958 Restricted stock units, including market based RSUs 28,222,855 20,359,012 Total 57,784,874 50,958,970 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 13, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 497,241 | $ 360,118 | $ 763,750 | |
Restricted cash and cash equivalents – non-current | 25,000 | 25,000 | $ 0 | |
Wabash Valley Resources, Amended MIPA | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Price differential | 3,400 | |||
Sale of stock, price per share (in dollars per share) | $ 14.86 | |||
Second price differential threshold | 5 days | |||
Percentage of closing stock consideration | 50.00% | |||
Debt obligations | $ 10,000 | |||
Money Market | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 463,900 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 360,118 | $ 497,241 | $ 763,750 | |
Restricted cash and cash equivalents – non-current | 25,000 | 25,000 | 0 | |
Cash, cash equivalents and restricted cash and cash equivalents | $ 385,118 | $ 522,241 | $ 763,750 | $ 849,278 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities [Abstract] | ||
Warrant liability | $ 4,718 | $ 4,284 |
Derivative liability | 3,752 | 4,189 |
Money Market | ||
Assets | ||
Cash equivalents – money market | 463,867 | |
Level 1 | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 0 |
Derivative liability | 0 | 0 |
Level 1 | Money Market | ||
Assets | ||
Cash equivalents – money market | 463,867 | |
Level 2 | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 0 |
Derivative liability | 0 | 0 |
Level 2 | Money Market | ||
Assets | ||
Cash equivalents – money market | 0 | |
Level 3 | ||
Liabilities [Abstract] | ||
Warrant liability | 4,718 | 4,284 |
Derivative liability | $ 3,752 | 4,189 |
Level 3 | Money Market | ||
Assets | ||
Cash equivalents – money market | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Warrant & Derivative Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
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 | $ 4,284 |
Change in fair value | 434 |
Estimated fair value at end of period | 4,718 |
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 | 4,189 |
Change in fair value | (437) |
Estimated fair value at end of period | $ 3,752 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Warrants, Inputs & Assumptions (Details) | Mar. 31, 2022$ / shares | Dec. 31, 2021$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Remaining term (in years) | 3 years 2 months 4 days | 3 years 5 months 1 day |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 10.71 | 9.87 |
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 | 0.90 | 0.90 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0243 | 0.0103 |
Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurement Inputs (Details) - Wabash Valley Resources, Amended MIPA - $ / shares | Mar. 31, 2022 | Sep. 13, 2021 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 9.87 | 10.71 |
Strike price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 14.86 | 14.86 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 1 | 1 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0018 | 0.0050 |
BALANCE SHEET COMPONENTS - Inve
BALANCE SHEET COMPONENTS - Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 12,766 | $ 7,344 |
Work in process | 8,556 | 4,253 |
Finished goods | 4,525 | 0 |
Inventory | $ 25,847 | $ 11,597 |
BALANCE SHEET COMPONENTS - Prep
BALANCE SHEET COMPONENTS - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deposits | $ 17,014 | $ 5,615 |
Prepaid expenses | 6,846 | 5,116 |
Non-trade receivables | 5,713 | 2,717 |
Deferred implementation costs | 2,157 | 2,443 |
Prepaid expenses and other current assets | $ 31,730 | $ 15,891 |
BALANCE SHEET COMPONENTS - Narr
BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Government grant receivable | $ 300,000 | $ 0 | |
Government grant receivable, current | 2,400,000 | $ 1,200,000 | |
Government grant receivable, noncurrent | $ 300,000 | $ 1,200,000 | |
Deferred implementation cost amortization period | 5 years | ||
Construction in process placed into service | $ 26,800,000 | ||
Depreciation | $ 3,000,000 | $ 1,800,000 |
BALANCE SHEET COMPONENTS - Prop
BALANCE SHEET COMPONENTS - Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 283,653 | $ 260,884 |
Less: accumulated depreciation and amortization | (19,532) | (16,507) |
Total property, plant and equipment, net | 264,121 | 244,377 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 131,118 | 104,333 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 85,038 | 103,515 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 45,282 | 36,551 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,751 | 3,914 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,068 | 7,562 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,891 | 2,883 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,480 | 1,480 |
Finance lease assets | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,025 | $ 646 |
BALANCE SHEET COMPONENTS - Accr
BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Settlement liability | $ 50,000 | $ 50,000 |
Accrued purchase of intangible asset | 22,231 | 11,344 |
Accrued purchase of intangible asset | 11,526 | 8,253 |
Accrued legal expenses | 6,059 | 5,664 |
Accrued payroll and payroll related expenses | 4,848 | 2,521 |
Derivative liability | 3,752 | 4,189 |
Accrued purchases of property, plant and equipment | 2,897 | 2,817 |
Accrued outsourced engineering services | 2,546 | 1,134 |
Other accrued expenses | 1,798 | 7,565 |
Total accrued expenses and other current liabilities | $ 105,657 | $ 93,487 |
INVESTMENTS IN AFFILIATES - Equ
INVESTMENTS IN AFFILIATES - Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jun. 22, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Investment in affiliates | $ 62,634 | $ 61,778 | ||
Equity in net loss of affiliates | $ (2,820) | $ (794) | ||
Nikola Iveco Europe B.V. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 50.00% | 50.00% | ||
Investment in affiliates | $ 4,921 | $ 4,083 | ||
Equity in net loss of affiliates | (2,838) | (794) | ||
Wabash Valley Resources | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 20.00% | |||
Investment in affiliates | 57,713 | $ 57,695 | ||
Equity in net loss of affiliates | $ 18 | $ 0 |
INVESTMENTS IN AFFILIATES - Nar
INVESTMENTS IN AFFILIATES - Narrative (Details) $ / shares in Units, $ in Thousands, € in Millions | Jun. 22, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($) | Mar. 31, 2022EUR (€) | Mar. 31, 2021USD ($) | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | |||||
Investments in affiliates | $ 3,348 | $ 0 | |||
Nikola Iveco Europe B.V. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage | 50.00% | 50.00% | |||
Equity method investment, volume and profit allocation percentage | 50.00% | ||||
Payments to acquire joint venture | $ 3,300 | € 3 | |||
Debt obligations | $ 11,700 | ||||
Nikola Iveco Europe B.V. | Iveco | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage | 50.00% | ||||
Equity method investment, volume and profit allocation percentage | 50.00% | ||||
Nikola Iveco Europe B.V. | Financial Guarantee | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Maximum exposure to loss | $ 16,600 | ||||
Wabash Valley Resources | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage | 20.00% | ||||
Investments in affiliates | $ 25,000 | ||||
Common stock issued for investment in affiliates (in shares) | shares | 1,682,367 | ||||
Average closing stock price, period | 30 days | ||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 14.86 | ||||
Basis difference | $ 55,500 |
DEBT AND FINANCE LEASE LIABIL_2
DEBT AND FINANCE LEASE LIABILITIES - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current: | ||
Finance lease liabilities | $ 361 | $ 140 |
Debt and finance lease liabilities, current | 507 | 140 |
Non-current: | ||
Finance lease liabilities | 535 | 408 |
Long-term debt and finance lease liabilities, net of current portion | 25,045 | 25,047 |
Notes Payable, Other Payables | Promissory Note | ||
Current: | ||
Promissory note | 146 | 0 |
Non-current: | ||
Promissory note | $ 24,510 | $ 24,639 |
DEBT AND FINANCE LEASE LIABIL_3
DEBT AND FINANCE LEASE LIABILITIES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Letters of credit | $ 25 | |
Promissory Note | Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Face amount | $ 25 | |
Interest rate, stated percentage | 4.00% | |
Debt instrument, term | 60 months | |
Term of interest only payment | 12 months | |
Amortization period | 25 years | |
Debt issuance costs | $ (0.4) | |
Effective interest rate percentage | 4.34% | |
Interest expense | $ 0.3 |
CAPITAL STRUCTURE (Details)
CAPITAL STRUCTURE (Details) $ / shares in Units, $ in Thousands | Mar. 22, 2022shares | Nov. 29, 2021shares | Sep. 24, 2021USD ($)dayshares | Jun. 30, 2021shares | Jun. 11, 2021USD ($)day | Mar. 31, 2022USD ($)$ / sharesshares | Jun. 30, 2021USD ($)shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)shares |
Class of Warrant or Right [Line Items] | |||||||||
Common stock and preferred stock, shares authorized (in shares) | shares | 750,000,000 | ||||||||
Common stock, shares authorized (in shares) | shares | 600,000,000 | 600,000,000 | |||||||
Preferred stock, shares authorized (in shares) | shares | 150,000,000 | 150,000,000 | |||||||
Revaluation of warrant liability | $ | $ (434) | $ 951 | |||||||
Warrant liability | $ | $ 4,718 | $ 4,284 | |||||||
Purchase period | 36 months | ||||||||
Issuance of common stock for commitment shares | $ | $ 2,600 | ||||||||
Registration Rights Agreement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Maximum authorized amount | $ | $ 300,000 | ||||||||
Maximum allowable beneficial ownership (in percent) | 4.99% | ||||||||
Number of shares issued in transaction (in shares) | shares | 17,025,590 | 18,012,845 | 3,643,644 | ||||||
Percentage of volume weighted average price | 97.00% | ||||||||
Consecutive trading days | day | 3 | ||||||||
Sale of stock, consideration received on transaction | $ | $ 27,400 | ||||||||
Remaining authorized amount | $ | 108,800 | ||||||||
Registration Rights Agreement Shares Issued For Commitment Fee | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares issued in transaction (in shares) | shares | 252,040 | 155,703 | |||||||
Issuance of common stock for commitment shares | $ | $ 2,900 | ||||||||
Second Purchase Agreement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Maximum allowable beneficial ownership (in percent) | 4.99% | ||||||||
Purchase period | 36 months | ||||||||
Percentage of volume weighted average price | 97.00% | ||||||||
Consecutive trading days | day | 3 | ||||||||
Sale of stock, consideration received on transaction | $ | $ 300,000 | $ 300,000 | |||||||
Second Purchase Agreement | Maximum | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares issued in transaction (in shares) | shares | 29,042,827 | ||||||||
Outstanding warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares called by each warrant (in shares) | shares | 1 | ||||||||
Warrant exercise price per share (in dollars per share) | $ / shares | $ 11.50 | ||||||||
Warrant period following business combination | 30 days | ||||||||
Private Warrant | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants outstanding (in shares) | shares | 760,915 |
STOCK BASED COMPENSATION EXPE_3
STOCK BASED COMPENSATION EXPENSE - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
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 |
Time Based Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 36 months |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Grants in period (in shares) | shares | 3,460,470 |
RSUs | Director | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 1 year |
RSUs | Technical Engineering Employees | |
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 |
Grants in period (in shares) | shares | 949,026 |
Total grant date fair value | $ | $ 2.2 |
Market based RSUs | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Target stock price per share (in dollars per share) | $ / shares | $ 25 |
Market based RSUs | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Target stock price per share (in dollars per share) | $ / shares | $ 55 |
STOCK BASED COMPENSATION EXPE_4
STOCK BASED COMPENSATION EXPENSE - Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Options | ||
Outstanding at beginning of period (in shares) | 28,996,160 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 179,831 | |
Cancelled (in shares) | 15,225 | |
Options at end of period (in shares) | 28,801,104 | 28,996,160 |
Vested and exercisable as of period end (in shares) | 28,470,051 | |
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) | 1.71 | |
Cancelled (in dollars per share) | 3.16 | |
Outstanding at end of period (in dollars per share) | 1.27 | $ 1.28 |
Vested and exercisable at period end (in dollars per share) | $ 1.25 | |
Weighted Average Remaining Contractual Term (Years) | ||
Outstanding at beginning of period (in years) | 6 years 7 months 13 days | 6 years 10 months 13 days |
Vested and exercisable at period end (in years) | 6 years 7 months 9 days |
STOCK BASED COMPENSATION EXPE_5
STOCK BASED COMPENSATION EXPENSE - Schedule of RSUs (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
RSUs | |
Number of RSUs | |
Non-vested RSUs at beginning of period (in shares) | 12,178,672 |
Grants in period (in shares) | 3,460,470 |
Released (in shares) | 1,180,047 |
Cancelled (in shares) | 502,978 |
Non-vested RSUs at end of period (in shares) | 13,956,117 |
Market based RSUs | |
Number of RSUs | |
Non-vested RSUs at beginning of period (in shares) | 13,317,712 |
Grants in period (in shares) | 949,026 |
Released (in shares) | 0 |
Cancelled (in shares) | 0 |
Non-vested RSUs at end of period (in shares) | 14,266,738 |
STOCK BASED COMPENSATION EXPE_6
STOCK BASED COMPENSATION EXPENSE - Assumptions (Details) - Market based RSUs | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock price (in dollars per share) | $ 9.66 |
Term (years) | 1 year 2 months 8 days |
Risk-free interest rate (in percent) | 1.70% |
Expected Volatility (in percent) | 100.00% |
STOCK BASED COMPENSATION EXPE_7
STOCK BASED COMPENSATION EXPENSE - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 53,528 | $ 50,266 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 8,707 | 10,322 |
Selling, general, and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 44,821 | $ 39,944 |
STOCK BASED COMPENSATION EXPE_8
STOCK BASED COMPENSATION EXPENSE - Unrecognized Compensation Expense (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Unrecognized Compensation Expense | |
Total unrecognized compensation expense at March 31, 2022 | $ 294,239 |
Options | |
Unrecognized Compensation Expense | |
Options | 608 |
Market based RSUs | |
Unrecognized Compensation Expense | |
Market Based RSUs and RSUs | 139,524 |
RSUs | |
Unrecognized Compensation Expense | |
Market Based RSUs and RSUs | $ 154,107 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Feb. 05, 2022 | Dec. 21, 2021USD ($)installment | Jan. 26, 2021 | Oct. 19, 2020 | Feb. 28, 2019USD ($)a | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Jul. 29, 2021count | Nov. 16, 2020legal_motion | Sep. 23, 2020derivativeAction | Sep. 21, 2020officerAndEmployee | Sep. 15, 2020lawsuit | Sep. 14, 2020officerAndEmployee |
Other Commitments [Line Items] | ||||||||||||||
Gain (loss) related to litigation settlement | $ (125) | |||||||||||||
Number of installment payments | installment | 5 | |||||||||||||
Period of installment payments | 2 years | |||||||||||||
Number of putative class action lawsuits | lawsuit | 6 | |||||||||||||
Period to file opposition | 30 days | |||||||||||||
Number of derivative actions | derivativeAction | 2 | |||||||||||||
Period of derivative action | 30 days | 30 days | ||||||||||||
Nikola - TA HRS 1, LLC | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Ownership percentage | 50.00% | |||||||||||||
Contribution commitment | $ 1 | |||||||||||||
Travel Centers of America | Nikola - TA HRS 1, LLC | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Ownership percentage | 50.00% | |||||||||||||
FCPM License | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Accrued Purchases Of Intangible Assets, Current | $ 22.2 | |||||||||||||
Other current liabilities | 22.2 | |||||||||||||
Internal Review | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Number of officers and employees to receive subpoenas | officerAndEmployee | 3 | 5 | ||||||||||||
Legal fees | 10.6 | $ 3 | ||||||||||||
Accrued legal and professional fees | $ 23.7 | $ 22.7 | ||||||||||||
Number of counts of securities fraud | count | 2 | |||||||||||||
Number of counts of wire fraud | count | 1 | |||||||||||||
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 | $ 0.2 | |||||||||||||
Construction completion, maximum extension period (in years) | 2 years | |||||||||||||
Security deposit payable | $ 4 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss | $ (152,941) | $ (120,224) |
Less: revaluation of warrant liability | 0 | (951) |
Adjusted net loss, diluted | $ (152,941) | $ (121,175) |
Denominator: | ||
Weighted average shares outstanding, basic (in shares) | 415,152,656 | 392,189,851 |
Dilutive effect of common stock issuable from assumed exercise of warrants (in shares) | 0 | 299,910 |
Weighted average shares outstanding, dilutive (in shares) | 415,152,656 | 392,489,761 |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.37) | $ (0.31) |
Diluted (in dollars per share) | $ (0.37) | $ (0.31) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 57,784,874 | 50,958,970 |
Outstanding warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 760,915 | 0 |
Stock options, including performance stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 28,801,104 | 30,599,958 |
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) | 28,222,855 | 20,359,012 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Apr. 01, 2022 | Jun. 03, 2022 |
Convertible Senior Payment In Kind (PIK) Note | Toggle Notes Due 2026 | Forecast | ||
Subsequent Event [Line Items] | ||
Face amount | $ 200,000,000 | |
Convertible Senior Payment In Kind (PIK) Note | 8% Toggle Notes Due 2026 | Forecast | ||
Subsequent Event [Line Items] | ||
Interest rate, stated percentage | 8.00% | |
Convertible Senior Payment In Kind (PIK) Note | 11% Toggle Notes Due 2026 | Forecast | ||
Subsequent Event [Line Items] | ||
Interest rate, stated percentage | 11.00% | |
Subsequent Event | Private Placement | Tumim | ||
Subsequent Event [Line Items] | ||
Number of shares issued in transaction (in shares) | 2,559,727 | |
Sale of stock, consideration received on transaction | $ 27,400,000 |