0001731289FALSE00017312892022-02-172022-02-17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 17, 2022
Nikola Corporation
(Exact name of registrant as specified in its charter)
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Delaware (State or Other Jurisdiction of Incorporation) | 001-38495 (Commission File Number) | 82-4151153 (I.R.S. Employer Identification No.) |
4141 E Broadway Road
Phoenix, AZ 85040
(Address of principal executive offices) (Zip Code)
(480) 666-1038
(Registrant’s telephone number,
including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common stock, $0.0001 par value per share | NKLA | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 24, 2022, Nikola Corporation (the “Company”) issued a press release announcing its results of operations for its fiscal quarter and year ended December 31, 2021. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated into this Item 2.02 by reference. In addition, the Company posted a copy of the press release on its website, which includes images. A copy of the press release with images is furnished herewith as Exhibit 99.2 and is incorporated into this Item 2.02 by reference.
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth be specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 17, 2022, the board of directors of the Company (the “Board”) appointed Lynn Forester de Rothschild to serve as a member of the Board as well as a member of the Nominating and Corporate Governance Committee, effective immediately. Ms. de Rothschild will stand for re-election at the Company’s 2023 annual meeting of stockholders. In connection with her appointment to the Board, Ms. de Rothschild will enter into the Company's standard form of indemnification agreement.
Ms. de Rothschild will receive compensation for her service as a non-employee director, as described under the heading “Election of Directors—Director Compensation” of the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 19, 2021.
Ms. De Rothschild has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Also on February 17, 2022, Jeffrey W. Ubben, a member of the Board, resigned from the Board, including all committees thereof, effective immediately.
As previously announced, the Company appointed Michael Lohscheller to serve as President of Nikola Motor, effective as of April 4, 2022.
Michael Lohscheller, age 53, served as the Global Chief Executive Officer of VinFast LLC, a private automotive manufacturer, from September 2021 to December 2021. Prior to that, from June 2017 to August 2021, Mr. Lohscheller served as Chief Executive Officer and board member at Group PSA of Opel Automobile GmbH, a German automobile manufacturer, and from September 2012 to June 2017, as Chief Financial Officer of Opel Group, General Motors Europe. Mr. Lohscheller served in various capacities at Volkswagen Group of America, a German automobile company, including as Chief Financial Officer from January 2008 to August 2012, and as Director of Group Marketing from 2004 to 2007. From 2001 to 2004, Mr. Lohscheller served as the Chief Financial Officer of Mitsubishi Motors Europe, a Japanese automotive manufacturer. Mr. Lohscheller holds a master’s degree in marketing management from Brunel University and a bachelor’s degree in business administration from Osnabrück University of Applied Sciences. In connection with his appointment, Mr. Lohscheller will enter into the Company’s standard form of indemnification agreement.
On February 3, 2022, Michael Lohscheller entered into an Executive Employment Arrangement with the Company (the “Agreement”) to serve as President of Nikola Motor. Mr. Lohscheller’s employment will continue until terminated in accordance with the terms of the Agreement. Pursuant to the Agreement, Mr. Lohscheller’s annual base salary is $1. The Agreement provides that Mr. Lohscheller is eligible to participate in the Company’s health and welfare benefit plans maintained for the benefit of Company employees. Mr. Lohscheller has declined to
participate in any annual cash bonus program, without regard to his eligibility for any such program. Subject to Board approval, Mr. Lohscheller is eligible to receive an annual time-vested stock award consisting of restricted stock units for shares of common stock having a value on the date of grant of not less than $3,100,000, subject to continued employment during a three-year cliff vesting schedule, and a performance-based stock award consisting of 949,026 restricted stock units which can be earned upon the achievement of pre-established share price milestones, subject to continued employment during a performance period that ends on June 3, 2023. Mr. Lohscheller’s Agreement contains customary confidentiality and intellectual property assignment provisions.
Pursuant to the Agreement, in the event of an Involuntary Termination (as defined in the Agreement) and subject to the delivery of an effective release of claims following sixty days from the termination of employment (the “Termination Date”), Mr. Lohscheller will be entitled to receive: (1) a lump sum cash payment equal to $1,050,000, less applicable withholding taxes; (2) a lump sum cash payment equal to 18 months of COBRA benefits coverage, less applicable withholding taxes; (3) the acceleration in full of all unvested equity and equity-based awards, other than Mr. Lohscheller’s performance-based award (and the post-termination exercise period for unexercised stock options will be extended to three years following his Termination Date); and (4) following certification by the Board, Mr. Lohscheller’s performance-based award will vest in an amount based upon the stock price milestones achieved prior to his Termination Date, pro-rated for the length of his employment during the performance period.
Mr. Lohscheller has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL). |
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| # | Indicates management contract or compensatory plan or arrangement. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | NIKOLA CORPORATION |
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| Date: February 24, 2022 | | By: | /s/ Kim J. Brady |
| | | Kim J. Brady |
| | | Chief Financial Officer |
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February 2, 2022
Michael Lohscheller
Re: Executive Employment Arrangement
Dear Michael:
I am pleased to offer you the position of President of Nikola Motor for Nikola Corporation (the “Company”), reporting to the Company’s Chief Executive Officer. Your responsibilities include, but are not limited to, such employment duties as are usual and customary for this position and which are commensurate with the duties, authorities and responsibilities of persons in similar capacities in similar sized companies. At the Company’s request, you shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with expectations for your position.
The terms of your employment are as follows:
Employment Period. Your anticipated start date is on or around March 1, 2022, subject to when you are able to get your affairs in order. Your employment shall continue indefinitely until terminated in accordance with the terms of this Agreement. Notwithstanding the foregoing, your employment is terminable at will by the Company or by you at any time (for any reason or for no reason), subject to the termination provisions of this Agreement.
Relocation and Sponsorship. To assist you with your relocation to the greater Phoenix, Arizona area within two months of your start date, the Company will provide a one-time taxable miscellaneous bonus of $20,000 in your first paycheck; grossed-up payment for the loading, shipping and unloading of your goods from your current home to your new one after receipts for those services are obtained by the Company; assistance with back-and-forth travel to and from your current residence to the Company’s headquarters in Phoenix, Arizona for up to two (2) months from your official start date with the Company, including airfare, lodging and reasonable meal expenses; and home buying or apartment search assistance through a local realty firm. You agree to repay in full all the assistance outlined in this Relocation and Sponsorship section if you leave the Company voluntarily (and not pursuant to an Involuntary Termination, death or disability) prior to your one-year anniversary with the Company.
Annual Salary. You have indicated your interest in declining any salary in excess of $1 per year, without regard to Arizona’s minimum wage. Accordingly, for purposes of this Agreement and due to your request, your annual salary will be $1, paid bi-weekly less payroll deductions and all required withholdings. Your signature on this Agreement confirms your election.
Annual Bonus. You have indicated your interest in declining participation in any annual cash bonus program provided by the Company, without regard to your eligibility in any such program. Your signature on this Agreement confirms your election.
Stock Awards. You will be eligible to receive stock awards under the Company’s equity incentive plan as in effect from time to time (the “Plan”). Subject to approval by the Company’s Board of Directors (the “Board”), you will be granted an annual time-vested stock award (a “Time-Vested Award”) and a performance-based stock award (a “Performance Award”) as soon as administratively practicable following the start of your employment with the Company. These awards are designed to reward you for significantly increasing the value of the Company’s stock over time.
In addition to the initial Time-Vested Award, you will also be eligible for annual grants of Time-Vested Awards subject to Board approval. Each Time-Vested Award that you are eligible to receive will consist of restricted stock units for shares of the Company’s common stock having a value on the date of grant of not less than $3,100,000. These Awards provide immediate and ongoing retention value over time. For the initial Time-Vested Award, vesting restrictions on the underlying shares will lapse semi-annually over a three-year period starting on the date of grant, subject to your continued employment. Vesting restrictions for subsequent awards will lapse on the third anniversary of their respective dates of grant, subject to your continued employment. Time-Vested Awards would be granted annually, typically concurrent with the Company’s board of director’s meeting in the second quarter, with the number of shares determined based upon the average closing stock price over the twenty (20) consecutive trading days immediately preceding the date of grant.
The Performance Award will consist of 949,026 restricted stock units that can be earned upon the achievement of pre-established “stretch” stock price milestones described in the table below and your continued employment through June 3, 2023 (the “Performance Period”), consistent with other named executive officers of the Company. Each stock price milestone represents an incremental increase of $6 billion in the market capitalization of the Company and unlocks a tranche of the total shares granted. This tiered performance structure ensures shareholders receive an incremental return on their investment prior to you earning the associated incremental shares. Any and all shares that are earned upon the achievement (defined as the Company’s stock price trading at or above the milestone for at least 20 consecutive trading days) of the three stock price milestones prior to the end of the Performance Period will be delivered, free of vesting restrictions, following certification by the Board within 30 days following the final day of the Performance Period.
The general structure of the Performance Award is illustrated below. The specific share price milestones will be approved on the date of grant and included in the associated award document.
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| Share Price Milestone | Market Capitalization at Price | Incremental Performance Shares Earned at Share
Price Milestone |
| Below $25.00 | Below $10 billion | 0 |
| $25.00 | $10 billion | 208,723 |
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| $40.00 | $16 billion | 313,085 |
| $55.00 or Above | $22+ billion | 427,218 |
In the event of a Change in Control (as defined in the Plan), the achievement of share price milestones under your Performance Award will be based on the Company’s performance through the closing of such Change in Control. The amount of the Performance Award that would have been earned based on this measurement will be converted to time-vested restricted stock units immediately prior to such Change in Control (the “Converted Awards”). If the Converted Awards are assumed, substituted or otherwise continued by the successor corporation (or a parent or subsidiary thereof), all vesting restrictions applicable to the Converted Awards will lapse on the earlier of (i) the final day of the Performance Period subject to your continued employment with the successor corporation (or a parent or subsidiary thereof) through such date, at which time such Converted Awards will be settled, and (ii) subject to your compliance with the Severance Conditions (as defined below), the date of your Involuntary Termination of employment with the successor corporation (or a parent or subsidiary thereof). All Time-Vested Awards and Converted Awards that are not assumed, substituted or otherwise continued by the successor corporation (or a parent or subsidiary thereof) will fully vest and will be settled immediately prior to the consummation of such Change in Control.
The terms and conditions of each Time-Vested Award and the Performance Award will be set forth in separate award agreements in forms prescribed by the Company (each, an “Award Agreement”), and all shares underlying the respective awards will contain the right to receive dividend equivalents, if any, subject to the same vesting conditions as the shares underlying the stock awards. The stock awards shall be governed in all respects by the terms and conditions of the Plan and the applicable Award Agreement.
Benefits. You (and your spouse and/or eligible dependents to the extent provided in the applicable plans and programs) are eligible to participate in and be covered under the health, welfare and financial benefit plans and programs maintained by the Company for the benefit of its employees, pursuant to the terms of such plans, on the same terms and conditions as those applicable to similarly situated executives. Detailed descriptions of the Company’s benefit plans are available and will be provided to you upon request. Your eligibility to receive such benefits will be subject in each case to the generally applicable terms and conditions for the benefits in question and to the determinations of any person or committee administering such benefits. The Company may modify or terminate any benefits plan or program from time to time in its sole discretion.
Expenses. You are entitled to receive prompt reimbursement for all reasonable business expenses incurred in connection with the performance of your duties in accordance with the policies, practices and procedures of the Company.
Vacation. You are entitled to paid vacation in accordance with the policies, practices and procedures of the Company.
Indemnification/Legal Fees. The Company agrees that you will be entitled to the same indemnification rights as the Company grants to other officers of the Company, as in effect from time to time. The Company will maintain a directors and officers liability policy covering you
with coverage comparable or equal to that provided to other officers of the Company. In the event of any dispute over your entitlement to payments or benefits hereunder, the Company shall advance you an amount equal to your monthly legal fees incurred in connection with such dispute until there is a final non-appealable decision by a court that you are not entitled to such payment or benefit.
Termination of Employment. In the event of an Involuntary Termination of your employment at any time, and subject to (i) your execution of a general release of claims in favor of the Company in substantially the form attached as Exhibit A (the “Release”), (ii) your non-revocation of the Release and it becoming effective within sixty (60) days following the date of your termination of employment (the “Termination Date”), and (iii) your faithful observance of the terms of such Release (such conditions, the “Severance Conditions”), then you shall be entitled to the following severance benefits (the “Severance Benefits”):
•Severance Payment. The Company will pay you a cash lump sum in an amount equal to $1,050,000, less applicable withholding.
•Stock Awards.
◦Restricted Stock, Restricted Stock Units and Stock Options. All outstanding restricted stock awards, restricted stock units (other than the Performance Award but including the Converted Awards) and stock options will immediately vest in full. Unexercised stock options will remain exercisable for three years following your Termination Date.
◦Performance Award. Following certification by the Board within 30 days following your Termination Date, the Performance Award will vest in an amount based upon the stock price milestones achieved prior to your Termination Date, pro-rated for the amount of time that you remained employed during the Performance Period.
•Benefits Continuation. The Company will pay to you a cash lump sum equal in value to 18 months of COBRA benefits coverage, less applicable withholding.
The cash Severance Benefits will be paid on the first regular payroll date following the date that your Release becomes effective, subject to compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).
For the avoidance of doubt, if you independently and unilaterally decide to end your employment at the Company without Good Reason, or if you are terminated for Cause, or if your employment is terminated due to your death or disability, you will not be entitled to receive any Severance Benefits.
You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without cause or advance notice. Your employment at-will status can only be modified in a written agreement signed by you and by an authorized officer of the Company.
Section 409A. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including any Severance Benefits, stock awards, consulting payments or other benefits payable due to termination, shall be paid to you during the six-month period following termination if the Company determines that paying such amounts would be a prohibited distribution under Section 409A. If the payment of any such amounts is so delayed, then on the first day of the seventh month following termination (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution) the Company shall pay to you a lump- sum amount equal to the cumulative amount that would have otherwise been payable during such period. In addition, to the extent required in order to comply with Section 409A, you shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payment of such amounts due pursuant to your termination shall be due until you would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. Each such amount which constitutes deferred compensation subject to Section 409A shall be construed as a separate identified payment for purposes of Section 409A. If the period during which you have discretion to execute or revoke the Release straddles two calendar years, then the Company will make the payment of amounts that are subject to Section 409A and contingent on the effectiveness of such Release starting in the second of such years regardless of which year you actually deliver the Release. You may not, directly or indirectly, designate the calendar year of payment of any amounts subject to Section 409A. The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance therewith.
To the extent that any payments or reimbursements provided to you under this Agreement are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.
Work Product. As a condition of employment, you will be expected to abide by Company rules and policies and comply with the Employee Proprietary Information and Inventions Assignment Agreement (PIIA), which prohibits unauthorized use or disclosure of Company proprietary information.
Confidentiality. In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.
You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of
confidentiality. You represent that you have disclosed to the Company any contract you have signed that may restrict your activities on behalf of the Company. You represent further that you have the ability to perform the essential functions of your job with or without reasonable accommodations.
This Agreement, together with its attached exhibits, forms the complete and exclusive statement of your employment agreement with the Company. The employment terms in this Agreement supersede any other agreements or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes expressly reserved to the Company’s discretion in this Agreement, require a written modification signed by an authorized officer of the Company and by you.
Successors/Assigns. The Company shall assign this Agreement to any successor to all or substantially all of the business and assets of the Company and the Company shall require successor to expressly assume and agree to in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
Governing Law. The terms of this Agreement and the resolution of any dispute as to the meaning, effect, performance or validity of this Agreement or arising out of, related to, or in any way connected with, this Agreement, your employment with the Company (or termination thereof) or any other relationship between you and the Company (a “Dispute”) will be governed by the laws of the State of Arizona, without giving effect to the principles of conflict of laws. To the extent not subject to arbitration as described below, you and the Company consent to the exclusive jurisdiction of, and venue in, the state courts in State of Arizona (or in the event of exclusive federal jurisdiction, the courts of the District of Arizona in connection with any Dispute or any claim related to any Dispute).
Except as prohibited by law, you agree that any Dispute between you and the Company (or between you and any officer, director, employee or affiliates of the Company, each of whom is hereby designated a third party beneficiary of this Agreement regarding arbitration) will be resolved through binding arbitration in Maricopa County, Arizona under the rules of the American Arbitration Association and the Arbitration Rules set forth in Arizona Rules of Civil Procedure. Nothing in this arbitration provision is intended to limit any right you may have to file a charge with or obtain relief from the National Labor Relations Board or any other state or federal agency. You agree that such arbitration shall be conducted on an individual basis only, not a class, collective or representative basis, and hereby waive any right to bring class-wide, collective or representative claims before any arbitrator or in any forum. THE PARTIES UNDERSTAND THAT BY AGREEING TO ARBITRATE DISPUTES THEY ARE WAIVING ANY RIGHT THEY MIGHT OTHERWISE HAVE TO A JURY TRIAL. This arbitration provision is not intended to modify or limit substantive rights or the remedies available to the parties, including the right to seek interim relief, such as injunction or attachment, through judicial process, which shall not be deemed a waiver of the right to demand and obtain arbitration.
Please sign and date this Agreement if you wish to commence employment at the Company under the terms described above and return it to joe.pike@nikolamotor.com. For the purposes of this Agreement, a facsimile or electronic signature shall serve as an original.
Certain Definitions. Defined terms in this Agreement are as follows:
Involuntary Termination. Involuntary Termination shall mean a termination of employment by the Company without Cause or by you with Good Reason.
Good Reason. Good Reason shall mean a resignation by you as a result of (i) an adverse change in title, authorities or responsibilities that diminishes your position; (ii) a change in your reporting relationship such that you are no longer reporting to the Company’s Chief Executive Officer; (iii) a material reduction in your base salary; or (iv) a material breach by the Company of any of its obligations under this Agreement or any other written agreement between the Company and you. A resignation for Good Reason will not be deemed to have occurred unless you give the Company written notice of the condition within ninety (90) days after the condition comes into existence and the Company fails to remedy the condition within thirty (30) days after receiving your written notice.
Cause. Cause shall mean any of the following: (i) your repeated failure to follow the lawful instructions of the Company’s Chief Executive Officer consistent with your title following written notice of any alleged failure and 15 days to cure such failure; (ii) your material violation of any written Company policy that has been provided to you; (iii) your commission of any act of fraud, embezzlement or any other material misconduct that has caused or is reasonably expected to result in injury to the Company; (iv) your unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; or (v) your material breach of any of your material obligations under any written agreement or covenant with the Company.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
I am delighted to confirm the terms of this Agreement to you on behalf of the Company. We look forward to your favorable reply and to building a successful Company together.
Sincerely,
NIKOLA CORPORATION
BY: /s/ Mark Russell
Name: Mark Russell
Its: Chief Executive Officer
Accepted:
/s/ Michael Lohscheller 2/3/2022
Michael Lohscheller Date
Attachments: Exhibit A – Form Severance Agreement and Release
Employee Proprietary Information and Inventions Assignment Agreement
Nikola Corporation Reports Fourth Quarter and Full Year 2021 Results
•Delivered first Nikola Pre-Series Tre BEVs to customers and dealers
•Executed additional customer LOIs, including with Heniff Transportation Systems, USA Truck, Saia LTL Freight, and Covenant Logistics Group
•Tre FCEV alphas delivered to Anheuser-Busch for pilot testing
•Coolidge, Arizona manufacturing facility Phase 1 anticipated completion by the end of Q1 2022
•Nikola Tre BEV HVIP approval for up to $150,000 voucher incentive per truck
PHOENIX – February 24, 2022 -- Nikola Corporation (Nasdaq: NKLA), a global leader in zero-emissions transportation solutions, today reported financial results for the quarter and full-year ended December 31, 2021.
“During the fourth quarter, we began delivering Pre-Series Tre BEVs to customers and dealers, and we are ramping up production in Coolidge. We anticipate beginning series production of the Tre BEV on March 21. We are laser-focused on delivering vehicles and generating revenue,” said Mark Russell, Nikola’s Chief Executive Officer.
Nikola Tre BEV Update
On December 17, 2021, we delivered the first two Nikola Tre BEVs to TTSI in California as a part of a three-month pilot program. Since placing the trucks into service with TTSI, the trucks have hauled multiple loads per day and logged over 4,500 miles combined. The trucks have completed a 204-mile journey on a single charge, the longest range of any BEV TTSI has tested. We are pleased with the pilot results and look forward to delivering saleable Nikola Tre BEVs to customers in the second quarter of 2022.
Nikola Tre FCEV Alpha Update
On January 24, 2022, we began pilot operations with Anheuser-Busch (A-B). Two Nikola Tre FCEV alphas are undergoing a three-month pilot in daily service within the brewer’s Southern California distribution network. On February 11, 2022, Tre FCEV alphas celebrated this pilot by participating in a full zero-emission beer haul with A-B. The unique “zero-emission delivery” leveraged the technology of both partners to sustainably deliver beer from A-B’s brewery in Van Nuys, CA, to its distribution centers in the greater Los Angeles area. As part of the ongoing pilot, the Nikola Tre FCEV vehicles are expected to be used in daily operations to evaluate and refine the production specifications and features of the Nikola vehicles. The trial is intended to demonstrate the advantage of fuel cell trucks in beverage hauling, an application that targets maximum payload, range, and around-the-clock operations. The pilot activity is an important step for the companies to work together and implement economically viable zero-emission solutions across the A-B brewing network.
Coolidge, Arizona Manufacturing Facility Update
Phase 1 of the Coolidge, Arizona facility provides us with a production capacity of 2,500 trucks for 2022. We have begun construction of the Phase 2 assembly expansion area, which is expected to be completed in Q1 2023 and provide us with a production capacity of up to 20,000-trucks per year on two shifts.
Ulm, Germany Joint Venture Manufacturing Facility Update
Our Ulm, Germany manufacturing facility on IVECO’s industrial complex is complete. The facility is capable of producing 2,000 trucks per year and is expandable to 10,000 trucks per year. In 2022, we expect to build and deliver 25 trucks to the Hamburg Port Authority.
LOI for up to 100 BEV Trucks with Heniff Transportation Systems
On December 22, 2021, we announced that Heniff Transportation Systems has agreed to acquire 10 Nikola Tre BEVs from Thompson Truck Centers, a Nikola sales and service dealer network member. The agreement between Heniff Transportation and Thompson Truck Centers is a fleet-as-a-service model where Thompson will provide the sales, service, maintenance, and energy infrastructure required to operate the Nikola Tre BEV trucks. Deliveries are expected
to commence in the first half of 2022. Upon the successful initial deployment of 10 units into their bulk transport operation, Heniff and Thompson have agreed to pursue the placement of an additional 90 trucks into Heniff’s fleet.
Recent Developments
LOI for up to 100 BEV Trucks with USA Truck, Inc.
On January 5, 2022, we announced that USA Truck has entered into an LOI for an initial purchase of 10 Nikola Tre BEVs from Thompson Truck Centers, a member of the Nikola sales and service dealer network. The LOI between USA Truck Inc. and Thompson Truck Centers is a “fleet-as-a-service” model. Thompson will provide sales, service, maintenance, and energy infrastructure required to operate the Nikola Tre BEV trucks, expected to be delivered in the first half of 2022. The agreement also includes the option to purchase an additional 90 Nikola zero-emission trucks over the next two years.
LOI for up to 100 BEV Trucks with Saia LTL Freight
On January 6, 2022, we announced our collaboration with Saia LTL Freight which includes an LOI to purchase or lease 100 Nikola Tre BEVs following the satisfactory completion of a demonstration program.
The demonstration program will include three BEV trucks in separate locations across the Saia network and is expected to begin in the first half of 2022. Deliveries of 100 production vehicles are intended to occur between 2022 and 2024, with the initial 25 targeted for 2022.
LOI for up to 40 FCEV and 10 BEV Trucks with Covenant Logistics Group
On January 11, 2022, we announced our collaboration with Covenant Logistics Group, which includes an LOI for 10 Nikola Tre BEVs and 40 Nikola Tre FCEVs following the satisfactory completion of a Nikola Tre BEV and Nikola Tre FCEV demonstration program. Delivery to Covenant of the first Tre BEV truck and mobile charging trailer for testing is anticipated to occur in the second quarter of 2022, with the Tre FCEV testing expected to follow in 2023.
Nikola Tre BEV Receives HVIP Approval in California
On January 13, 2022, we announced the Nikola Tre BEV had been deemed eligible for the Hybrid and Zero Emissions Truck and Bus Voucher Incentive Program (HVIP) program by the California Air Resources Board. With this approval, qualified purchasers of the Nikola Tre BEV can now qualify for an incentive valued at $120,000 per truck (up to $150,000 for drayage), helping to reduce the total cost of ownership for purchasers operating in the state of California.
Reached Long Term Battery Supply Agreement with Proterra
On January 18, 2022, we announced a multi-year strategic partnership with Proterra to supply Nikola with battery packs for Nikola BEVs and FCEVs. The first Proterra-powered Nikola Tre BEVs are expected to be produced in the fourth quarter of 2022.
Executed Agreement with Corcentric Fleet Funding Solutions to Facilitate Vehicle Financing
On January 20, 2022, we announced an agreement with Corcentric Fleet Funding Solutions to facilitate sales of Class 8 Nikola Tre BEVs and FCEVs. Under the agreement, Corcentric will purchase vehicles and related assets (e.g., charging assets) directly from Nikola to offer Nikola customers a bundled lease that provides Nikola trucks, related equipment, fuel, and maintenance in a single agreement.
SEC Investigation Update
On December 21, 2021, we confirmed our settlement with the SEC. We will pay a $125 million civil penalty in five installments over two (2) years. The first installment was paid on December 21, 2021. The company is seeking reimbursement from its founder, Trevor Milton, for costs and damages in connection with the government and regulatory investigations.
Fourth Quarter and Full Year Financial Highlights
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
(In thousands, except share and per share data) | 2021 | | 2020 | | 2021 | | 2020 |
| Loss from operations | $ | (162,713) | | | $ | (146,839) | | | $ | (693,526) | | | $ | (382,735) | |
| Net loss | $ | (159,416) | | | $ | (142,236) | | | $ | (690,438) | | | $ | (370,866) | |
Adjusted EBITDA (1) | $ | (90,385) | | | $ | (65,503) | | | $ | (302,744) | | | $ | (200,484) | |
| Net loss per share, basic | $ | (0.39) | | | $ | (0.37) | | | $ | (1.73) | | | $ | (1.15) | |
| Net loss per share, diluted | $ | (0.39) | | | $ | (0.38) | | | $ | (1.74) | | | $ | (1.18) | |
Non-GAAP net loss per share, basic(1) | $ | (0.23) | | | $ | (0.17) | | | $ | (0.79) | | | $ | (0.62) | |
Non-GAAP net loss per share, diluted(1) | $ | (0.23) | | | $ | (0.17) | | | $ | (0.79) | | | $ | (0.62) | |
| Weighted-average shares outstanding, basic | 407,448,311 | | | 385,983,645 | | | 398,655,081 | | | 335,325,271 | |
| Weighted-average shares outstanding, diluted | 407,448,311 | | | 386,323,048 | | | 398,784,392 | | | 335,831,033 | |
(1) A reconciliation of the non-GAAP information is provided below in the financial statement tables in the press release.
Business Outlook
Nikola looks forward to achieving the following milestones in 2022:
•Deliver 300 - 500 production Nikola Tre BEVs to customers
•Successful pilot testing of Tre FCEV alpha trucks with AB and TTSI and others
•Build, test, and validate Tre FCEV beta trucks
•Announce location, break ground, and commence construction of the first hydrogen production hub in Arizona
•Announce two or more dispensing station partners in California
Webcast and Conference Call Information
Nikola will host a webcast to discuss its fourth-quarter results at 6:30 a.m. Pacific Time (9:30 a.m. Eastern Time) on February 24, 2022. To access the webcast, parties in the United States should follow this link: https://www.webcast-eqs.com/register/nikola20220224/en.
The live audio webcast, along with supplemental information, will be accessible on the Company's Investor Relations website at https://nikolamotor.com/investors/news?active=events. A recording of the webcast will also be available following the earnings call.
About Nikola Corporation
Nikola Corporation is globally transforming the transportation industry. As a designer and manufacturer of zero-emission battery-electric and hydrogen-electric vehicles, electric vehicle drivetrains, vehicle components, energy storage systems, and hydrogen station infrastructure, Nikola is driven to revolutionize the economic and environmental impact of commerce as we know it today. Founded in 2015, Nikola Corporation is headquartered in Phoenix, Arizona. For more information, visit www.nikolamotor.com or Twitter @nikolamotor.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of federal securities laws with respect to Nikola Corporation (the "Company"), including statements relating to the Company's future performance and milestones; expected timing of manufacturing facility buildout and production capacity; timing of completion of testing, production, as well as other milestones; expectations regarding the trucks’ uses and impact; expectations regarding the Company’s sales and service network; and terms and potential benefits of the planned collaborations with its strategic partners. These forward-looking statements generally are identified by words such as "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," and similar expressions. Forward-looking statements are predictions, projections, and other statements about future events based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: design and manufacturing changes and delays, including global shortages in parts and materials; general economic, financial, legal, regulatory, political and business conditions and changes in domestic and foreign markets; the potential effects of COVID-19; the outcome of legal, regulatory and judicial proceedings to which the Company is, or may become a party; demand for and customer acceptance of the Company’s trucks; the results of customer pilot testing; the execution and terms of definitive agreements; risks associated with development and testing of fuel-cell power modules and hydrogen storage systems; risks related to the rollout of the Company’s business and the timing of expected business milestones; the effects of competition on the Company’s future business; the availability of and need for capital; and the factors, risks and uncertainties regarding the Company's business described in the "Risk Factors" section of the Company's annual report on Form 10-K for the year ended December 31, 2021 filed with the SEC, in addition to the Company's subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause the Company's actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Use of Non-GAAP Financial Measures
This press release references Adjusted EBITDA, non-GAAP net loss, and non-GAAP net loss per share, basic and diluted, all of which are non-GAAP financial measures and are presented as supplemental measures of the Company's performance. The Company defines Adjusted EBITDA as earnings before interest expense, taxes, depreciation and amortization, stock-based compensation expense, and certain other items determined by the Company. Non-GAAP net loss is defined as net loss adjusted for stock-based compensation expense and certain other items determined by the Company. Non-GAAP net loss per share basic and diluted is defined as non-GAAP net loss divided by weighted average basic and diluted shares outstanding. These non-GAAP measures are not substitutes for or superior to measures of financial performance prepared in accordance with generally accepted accounting principles in the United States (GAAP) and should not be considered as an alternative to any other performance measures derived in accordance with GAAP.
The Company believes that presenting these non-GAAP measures provides useful supplemental information to investors about the Company in understanding and evaluating its operating results, enhancing the overall understanding of its past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by its management in financial and operational-decision making. However, there are a number of limitations related to the use of non-GAAP measures and their nearest GAAP equivalents. For example, other companies may calculate non-GAAP measures differently or may use other measures to calculate their financial performance, and therefore any non-GAAP measures the Company uses may not be directly comparable to similarly titled measures of other companies.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
| 2021 | | 2020 | | 2021 | | 2020 |
| (Unaudited) | | | | |
| Solar revenues | $ | — | | | $ | — | | | $ | — | | | $ | 95 | |
| Cost of solar revenues | — | | | — | | | — | | | 72 | |
| Gross profit | — | | | — | | | — | | | 23 | |
| Operating expenses: | | | | | | | |
Research and development(1) | 91,166 | | | 67,521 | | | 292,951 | | | 185,619 | |
Selling, general, and administrative(1) | 71,547 | | | 64,903 | | | 400,575 | | | 182,724 | |
| Impairment expense | — | | | 14,415 | | | — | | | 14,415 | |
| Total operating expenses | 162,713 | | | 146,839 | | | 693,526 | | | 382,758 | |
| Loss from operations | (162,713) | | | (146,839) | | | (693,526) | | | (382,735) | |
| Other income (expense): | | | | | | | |
| Interest income (expense), net | (262) | | | (53) | | | (481) | | | 202 | |
| Loss on forward contract liability | — | | | — | | | — | | | (1,324) | |
| Revaluation of warrant liability | 144 | | | 4,860 | | | 3,051 | | | 13,448 | |
| Other income (expense), net | 3,928 | | | (597) | | | 4,102 | | | (846) | |
| Loss before income taxes and equity in net loss of affiliates | (158,903) | | | (142,629) | | | (686,854) | | | (371,255) | |
| Income tax expense (benefit) | — | | | (1,030) | | | 4 | | | (1,026) | |
| Loss before equity in net loss of affiliates | (158,903) | | | (141,599) | | | (686,858) | | | (370,229) | |
| Equity in net loss of affiliates | (513) | | | (637) | | | (3,580) | | | (637) | |
| Net loss | (159,416) | | | (142,236) | | | (690,438) | | | (370,866) | |
| Premium paid on repurchase of redeemable convertible preferred stock | — | | | — | | | — | | | (13,407) | |
| Net loss attributable to common stockholders | $ | (159,416) | | | $ | (142,236) | | | $ | (690,438) | | | $ | (384,273) | |
| | | | | | | |
| Net loss per share attributable to common stockholders: | | | | | | | |
| Basic | $ | (0.39) | | | $ | (0.37) | | | $ | (1.73) | | | $ | (1.15) | |
| Diluted | $ | (0.39) | | | $ | (0.38) | | | $ | (1.74) | | | $ | (1.18) | |
| Weighted-average shares outstanding: | | | | | | | |
| Basic | 407,448,311 | | | 385,983,645 | | | 398,655,081 | | | 335,325,271 | |
| Diluted | 407,448,311 | | | 386,323,048 | | | 398,784,392 | | | 335,831,033 | |
(1) Includes stock-based compensation as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
| 2021 | | 2020 | | 2021 | | 2020 |
| Research and development | $ | 9,182 | | | $ | 8,012 | | | $ | 36,150 | | | $ | 15,862 | |
| Selling, general, and administrative | 44,546 | | | 38,243 | | | 169,561 | | | 122,129 | |
| Total stock-based compensation | $ | 53,728 | | | $ | 46,255 | | | $ | 205,711 | | | $ | 137,991 | |
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| | | | | | | | | | | |
| December 31, |
| 2021 | | 2020 |
Assets | | | |
Current assets | | | |
Cash and cash equivalents | $ | 497,241 | | | $ | 840,913 | |
Restricted cash and cash equivalents | — | | | 4,365 | |
| | | |
| Inventory | 11,597 | | | — | |
| Prepaid in-kind services | — | | | 46,271 | |
Prepaid expenses and other current assets | 15,891 | | | 5,368 | |
Total current assets | 524,729 | | | 896,917 | |
Restricted cash and cash equivalents | 25,000 | | | 4,000 | |
Long-term deposits | 27,620 | | | 17,687 | |
Property, plant and equipment, net | 244,377 | | | 71,401 | |
Intangible assets, net | 97,181 | | | 50,050 | |
| Investment in affiliates | 61,778 | | | 8,420 | |
Goodwill | 5,238 | | | 5,238 | |
| Other assets | 3,896 | | | — | |
Total assets | $ | 989,819 | | | $ | 1,053,713 | |
Liabilities and stockholders' equity | | | |
Current liabilities | | | |
Accounts payable | $ | 86,982 | | | $ | 29,364 | |
Accrued expenses and other current liabilities | 93,487 | | | 17,739 | |
Debt and finance lease liabilities, current | 140 | | | 5,170 | |
Total current liabilities | 180,609 | | | 52,273 | |
| Long-term debt and finance lease liabilities, net of current portion | 25,047 | | | 13,956 | |
| Operating lease liabilities | 2,263 | | | — | |
| Warrant liability | 4,284 | | | 7,335 | |
| Other long-term liabilities | 84,033 | | | — | |
Deferred tax liabilities, net | 11 | | | 8 | |
Total liabilities | 296,247 | | | 73,572 | |
Commitments and contingencies (Note 14) | | | |
Stockholders' equity | | | |
| Preferred stock | — | | | — | |
| Common stock | 41 | | | 39 | |
Additional paid-in capital | 1,944,341 | | | 1,540,037 | |
Accumulated deficit | (1,250,612) | | | (560,174) | |
| Accumulated other comprehensive income (loss) | (198) | | | 239 | |
Total stockholders' equity | 693,572 | | | 980,141 | |
Total liabilities and stockholders' equity | $ | 989,819 | | | $ | 1,053,713 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| | | | | | | | | | | |
| Years Ended December 31, |
| 2021 | | 2020 |
| Cash flows from operating activities | | | |
| Net loss | $ | (690,438) | | | $ | (370,866) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | |
| Depreciation and amortization | 8,231 | | | 6,008 | |
| Stock-based compensation | 205,711 | | | 137,991 | |
| | | |
| Non-cash in-kind services | 46,271 | | | 45,729 | |
| Loss on forward contract liability | — | | | 1,324 | |
| Impairment expense | — | | | 14,415 | |
| Equity in net loss of affiliates | 3,580 | | | 637 | |
| Revaluation of warrant liability | (3,051) | | | (13,448) | |
| Issuance of common stock for commitment shares | 5,564 | | | — | |
| Inventory write-downs | 4,927 | | | — | |
| Other non-cash activity | 1,626 | | | (1,063) | |
| Changes in operating assets and liabilities: | | | |
| Inventory | (17,412) | | | — | |
| Prepaid expenses and other current assets | (10,967) | | | (928) | |
| Accounts payable, accrued expenses and other current liabilities | 96,144 | | | 29,668 | |
| Long-term and customer deposits | (4,721) | | | — | |
| Other assets | (1,216) | | | — | |
| Operating lease liabilities | (50) | | | — | |
| Other long-term liabilities | 48,647 | | | — | |
| Net cash used in operating activities | (307,154) | | | (150,533) | |
| Cash flows from investing activities | | | |
| Purchases and deposits for property, plant and equipment | (179,269) | | | (22,324) | |
| Investments in affiliates | (25,000) | | | (8,817) | |
| Settlement of first price differential | (3,412) | | | — | |
| Proceeds from sale of equipment | 200 | | | — | |
| Cash paid towards build-to-suit lease | — | | | — | |
| Net cash used in investing activities | (207,481) | | | (31,141) | |
| Cash flows from financing activities | | | |
| | | |
| | | |
| Proceeds from issuance of Series D redeemable convertible preferred stock, net of issuance costs paid | — | | | 50,349 | |
| Business Combination and PIPE financing, net of issuance costs paid | — | | | 616,726 | |
| Proceeds from the exercise of stock options | 4,785 | | | 9,650 | |
| Proceeds from the exercise of stock warrants, net of issuance costs paid | — | | | 264,548 | |
| Proceeds from issuance of shares under the Tumim Purchase Agreement | 163,788 | | | — | |
| Proceeds from landlord on finance lease | — | | | 889 | |
| Payments on finance lease liability | (863) | | | (1,042) | |
| Proceeds from issuance of promissory note, net of issuance costs | 24,632 | | | — | |
| Proceeds from note payable | — | | | 4,134 | |
| Payment of note payable | (4,100) | | | (4,134) | |
| Payment for issuance costs | (644) | | | — | |
| Net cash provided by financing activities | 187,598 | | | 941,120 | |
| Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | (327,037) | | | 759,446 | |
| Cash and cash equivalents, including restricted cash and cash equivalents, beginning of period | 849,278 | | | 89,832 | |
| Cash and cash equivalents, including restricted cash and cash equivalents, end of period | $ | 522,241 | | | $ | 849,278 | |
Reconciliation of GAAP Financial Metrics to Non-GAAP
(In thousands, except share and per share data)
(Unaudited)
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
| 2021 | | 2020 | | 2021 | | 2020 |
| Net loss | $ | (159,416) | | | $ | (142,236) | | | $ | (690,438) | | | $ | (370,866) | |
| Interest (income) expense, net | 262 | | | 53 | | | 481 | | | (202) | |
| Income tax expense (benefit) | — | | | (1,030) | | | 4 | | | (1,026) | |
| Depreciation and amortization | 2,272 | | | 1,753 | | | 8,231 | | | 6,008 | |
| EBITDA | (156,882) | | | (141,460) | | | (681,722) | | | (366,086) | |
| Stock-based compensation | 53,728 | | | 46,255 | | | 205,711 | | | 137,991 | |
| | | | | | | |
| Loss on forward contract liability | — | | | — | | | — | | | 1,324 | |
| Revaluation of warrant liability | (144) | | | (4,860) | | | (3,051) | | | (13,448) | |
| Revaluation of derivative liability | 215 | | | — | | | (104) | | | — | |
| Equity in net loss of affiliates | 513 | | | 637 | | | 3,580 | | | 637 | |
Regulatory and legal matters(1) | 12,185 | | | 19,510 | | | 47,842 | | | 24,683 | |
| Impairment expense | — | | | 14,415 | | | — | | | 14,415 | |
| SEC settlement | — | | | — | | | 125,000 | | | — | |
| Adjusted EBITDA | $ | (90,385) | | | $ | (65,503) | | | $ | (302,744) | | | $ | (200,484) | |
(1 Regulatory and legal matters include legal, advisory and other professional service fees incurred in connection with the short-seller article from September 2020, and investigations and litigation related thereto.
Reconciliation of GAAP to Non-GAAP Net Loss, and GAAP to Non-GAAP Net Loss per Share, basic and diluted
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
| 2021 | | 2020 | | 2021 | | 2020 |
| Net loss attributable to common stockholders | $ | (159,416) | | | $ | (142,236) | | | $ | (690,438) | | | $ | (384,273) | |
| Stock-based compensation | 53,728 | | | 46,255 | | | 205,711 | | | 137,991 | |
| Premium paid on repurchase of redeemable convertible preferred stock | — | | | — | | | — | | | 13,407 | |
| Revaluation of warrant liability | (144) | | | (4,860) | | | (3,051) | | | (13,448) | |
| Revaluation of derivative liability | 215 | | | — | | | (104) | | | — | |
Regulatory and legal matters(1) | 12,185 | | | 19,510 | | | 47,842 | | | 24,683 | |
| Impairment expense | — | | | 14,415 | | | — | | | 14,415 | |
| SEC settlement | — | | | — | | | 125,000 | | | — | |
| Non-GAAP net loss | $ | (93,432) | | | $ | (66,916) | | | $ | (315,040) | | | $ | (207,225) | |
| | | | | | | |
| Non-GAAP net loss per share: | | | | | | | |
| Basic | $ | (0.23) | | | $ | (0.17) | | | $ | (0.79) | | | $ | (0.62) | |
| Diluted | $ | (0.23) | | | $ | (0.17) | | | $ | (0.79) | | | $ | (0.62) | |
| Weighted average shares outstanding: | | | | | | | |
| Basic | 407,448,311 | | | 385,983,645 | | | 398,655,081 | | | 335,325,271 | |
| Diluted | 407,448,311 | | | 386,323,048 | | | 398,784,392 | | | 335,831,033 | |
(1) Regulatory and legal matters include legal, advisory and other professional service fees incurred in connection with the short-seller article from September 2020, and investigations and litigation related thereto.
INVESTOR INQUIRIES:
investors@nikolamotor.com
Nikola Corporation Reports Fourth Quarter and Full Year 2021 Results
•Delivered first Nikola Pre-Series Tre BEVs to customers and dealers
•Executed additional customer LOIs, including with Heniff Transportation Systems, USA Truck, Saia LTL Freight, and Covenant Logistics Group
•Tre FCEV alphas delivered to Anheuser-Busch for pilot testing
•Coolidge, Arizona manufacturing facility Phase 1 anticipated completion by the end of Q1 2022
•Nikola Tre BEV HVIP approval for up to $150,000 voucher incentive per truck
PHOENIX – February 24, 2022 -- Nikola Corporation (Nasdaq: NKLA), a global leader in zero-emissions transportation solutions, today reported financial results for the quarter and full-year ended December 31, 2021.
“During the fourth quarter, we began delivering Pre-Series Tre BEVs to customers and dealers, and we are ramping up production in Coolidge. We anticipate beginning series production of the Tre BEV on March 21. We are laser-focused on delivering vehicles and generating revenue,” said Mark Russell, Nikola’s Chief Executive Officer.
Nikola Tre BEV Update
On December 17, 2021, we delivered the first two Nikola Tre BEVs to TTSI in California as a part of a three-month pilot program. Since placing the trucks into service with TTSI, the trucks have hauled multiple loads per day and logged over 4,500 miles combined. The trucks have completed a 204-mile journey on a single charge, the longest range of any BEV TTSI has tested. We are pleased with the pilot results and look forward to delivering saleable Nikola Tre BEVs to customers in the second quarter of 2022.
Nikola Tre FCEV Alpha Update
On January 24, 2022, we began pilot operations with Anheuser-Busch (A-B). Two Nikola Tre FCEV alphas are undergoing a three-month pilot in daily service within the brewer’s Southern California distribution network. On February 11, 2022, Tre FCEV alphas celebrated this pilot by participating in a full zero-emission beer haul with A-B. The unique “zero-emission delivery” leveraged the technology of both partners to sustainably deliver beer from A-B’s brewery in Van Nuys, CA, to its distribution centers in the greater Los Angeles area. As part of the ongoing pilot, the Nikola Tre FCEV vehicles are expected to be used in daily operations to evaluate and refine the production specifications and features of the Nikola vehicles. The trial is intended to demonstrate the advantage of fuel cell trucks in beverage hauling, an application that targets maximum payload, range, and around-the-clock operations. The pilot activity is an important step for the companies to work together and implement economically viable zero-emission solutions across the A-B brewing network.
Coolidge, Arizona Manufacturing Facility Update
Phase 1 of the Coolidge, Arizona facility provides us with a production capacity of 2,500 trucks for 2022. We have begun construction of the Phase 2 assembly expansion area, which is expected to be completed in Q1 2023 and provide us with a production capacity of up to 20,000-trucks per year on two shifts.
Ulm, Germany Joint Venture Manufacturing Facility Update
Our Ulm, Germany manufacturing facility on IVECO’s industrial complex is complete. The facility is capable of producing 2,000 trucks per year and is expandable to 10,000 trucks per year. In 2022, we expect to build and deliver 25 trucks to the Hamburg Port Authority.
LOI for up to 100 BEV Trucks with Heniff Transportation Systems
On December 22, 2021, we announced that Heniff Transportation Systems has agreed to acquire 10 Nikola Tre BEVs from Thompson Truck Centers, a Nikola sales and service dealer network member. The agreement between Heniff Transportation and Thompson Truck Centers is a fleet-as-a-service model where Thompson will provide the sales, service, maintenance, and energy infrastructure required to operate the Nikola Tre BEV trucks. Deliveries are expected to commence in the first half of 2022. Upon the successful initial deployment of 10 units into their bulk transport operation, Heniff and Thompson have agreed to pursue the placement of an additional 90 trucks into Heniff’s fleet.
Recent Developments
LOI for up to 100 BEV Trucks with USA Truck, Inc.
On January 5, 2022, we announced that USA Truck has entered into an LOI for an initial purchase of 10 Nikola Tre BEVs from Thompson Truck Centers, a member of the Nikola sales and service dealer network. The LOI between USA Truck Inc. and Thompson Truck Centers is a “fleet-as-a-service” model. Thompson will provide sales, service, maintenance, and energy infrastructure required to operate the Nikola Tre BEV trucks, expected to be delivered in the first half of 2022. The agreement also includes the option to purchase an additional 90 Nikola zero-emission trucks over the next two years.
LOI for up to 100 BEV Trucks with Saia LTL Freight
On January 6, 2022, we announced our collaboration with Saia LTL Freight which includes an LOI to purchase or lease 100 Nikola Tre BEVs following the satisfactory completion of a demonstration program.
The demonstration program will include three BEV trucks in separate locations across the Saia network and is expected to begin in the first half of 2022. Deliveries of 100 production vehicles are intended to occur between 2022 and 2024, with the initial 25 targeted for 2022.
LOI for up to 40 FCEV and 10 BEV Trucks with Covenant Logistics Group
On January 11, 2022, we announced our collaboration with Covenant Logistics Group, which includes an LOI for 10 Nikola Tre BEVs and 40 Nikola Tre FCEVs following the satisfactory completion of a Nikola Tre BEV and Nikola Tre FCEV demonstration program. Delivery to Covenant of the first Tre BEV truck and mobile charging trailer for testing is anticipated to occur in the second quarter of 2022, with the Tre FCEV testing expected to follow in 2023.
Nikola Tre BEV Receives HVIP Approval in California
On January 13, 2022, we announced the Nikola Tre BEV had been deemed eligible for the Hybrid and Zero Emissions Truck and Bus Voucher Incentive Program (HVIP) program by the California Air Resources Board. With this approval, qualified purchasers of the Nikola Tre BEV can now qualify for an incentive valued at $120,000 per truck (up to $150,000 for drayage), helping to reduce the total cost of ownership for purchasers operating in the state of California.
Reached Long Term Battery Supply Agreement with Proterra
On January 18, 2022, we announced a multi-year strategic partnership with Proterra to supply Nikola with battery packs for Nikola BEVs and FCEVs. The first Proterra-powered Nikola Tre BEVs are expected to be produced in the fourth quarter of 2022.
Executed Agreement with Corcentric Fleet Funding Solutions to Facilitate Vehicle Financing
On January 20, 2022, we announced an agreement with Corcentric Fleet Funding Solutions to facilitate sales of Class 8 Nikola Tre BEVs and FCEVs. Under the agreement, Corcentric will purchase vehicles and related assets (e.g., charging assets) directly from Nikola to offer Nikola customers a bundled lease that provides Nikola trucks, related equipment, fuel, and maintenance in a single agreement.
SEC Investigation Update
On December 21, 2021, we confirmed our settlement with the SEC. We will pay a $125 million civil penalty in five installments over two (2) years. The first installment was paid on December 21, 2021. The company is seeking reimbursement from its founder, Trevor Milton, for costs and damages in connection with the government and regulatory investigations.
Fourth Quarter and Full Year Financial Highlights
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
(In thousands, except share and per share data) | 2021 | | 2020 | | 2021 | | 2020 |
| Loss from operations | $ | (162,713) | | | $ | (146,839) | | | $ | (693,526) | | | $ | (382,735) | |
| Net loss | $ | (159,416) | | | $ | (142,236) | | | $ | (690,438) | | | $ | (370,866) | |
Adjusted EBITDA (1) | $ | (90,385) | | | $ | (65,503) | | | $ | (302,744) | | | $ | (200,484) | |
| Net loss per share, basic | $ | (0.39) | | | $ | (0.37) | | | $ | (1.73) | | | $ | (1.15) | |
| Net loss per share, diluted | $ | (0.39) | | | $ | (0.38) | | | $ | (1.74) | | | $ | (1.18) | |
Non-GAAP net loss per share, basic(1) | $ | (0.23) | | | $ | (0.17) | | | $ | (0.79) | | | $ | (0.62) | |
Non-GAAP net loss per share, diluted(1) | $ | (0.23) | | | $ | (0.17) | | | $ | (0.79) | | | $ | (0.62) | |
| Weighted-average shares outstanding, basic | 407,448,311 | | | 385,983,645 | | | 398,655,081 | | | 335,325,271 | |
| Weighted-average shares outstanding, diluted | 407,448,311 | | | 386,323,048 | | | 398,784,392 | | | 335,831,033 | |
(1) A reconciliation of the non-GAAP information is provided below in the financial statement tables in the press release.
Business Outlook
Nikola looks forward to achieving the following milestones in 2022:
•Deliver 300 - 500 production Nikola Tre BEVs to customers
•Successful pilot testing of Tre FCEV alpha trucks with AB and TTSI and others
•Build, test, and validate Tre FCEV beta trucks
•Announce location, break ground, and commence construction of the first hydrogen production hub in Arizona
•Announce two or more dispensing station partners in California
Webcast and Conference Call Information
Nikola will host a webcast to discuss its fourth-quarter results at 6:30 a.m. Pacific Time (9:30 a.m. Eastern Time) on February 24, 2022. To access the webcast, parties in the United States should follow this link: https://www.webcast-eqs.com/register/nikola20220224/en.
The live audio webcast, along with supplemental information, will be accessible on the Company's Investor Relations website at https://nikolamotor.com/investors/news?active=events. A recording of the webcast will also be available following the earnings call.
About Nikola Corporation
Nikola Corporation is globally transforming the transportation industry. As a designer and manufacturer of zero-emission battery-electric and hydrogen-electric vehicles, electric vehicle drivetrains, vehicle components, energy storage systems, and hydrogen station infrastructure, Nikola is driven to revolutionize the economic and environmental impact of commerce as we know it today. Founded in 2015, Nikola Corporation is headquartered in Phoenix, Arizona. For more information, visit www.nikolamotor.com or Twitter @nikolamotor.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of federal securities laws with respect to Nikola Corporation (the "Company"), including statements relating to the Company's future performance and milestones; expected timing of manufacturing facility buildout and production capacity; timing of completion of testing, production, as well as other milestones; expectations regarding the trucks’ uses and impact; expectations regarding the Company’s sales and service network; and terms and potential benefits of the planned collaborations with its strategic partners. These forward-looking statements generally are identified by words such as "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," and similar expressions. Forward-looking statements are predictions, projections, and other statements about future events based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including
but not limited to: design and manufacturing changes and delays, including global shortages in parts and materials; general economic, financial, legal, regulatory, political and business conditions and changes in domestic and foreign markets; the potential effects of COVID-19; the outcome of legal, regulatory and judicial proceedings to which the Company is, or may become a party; demand for and customer acceptance of the Company’s trucks; the results of customer pilot testing; the execution and terms of definitive agreements; risks associated with development and testing of fuel-cell power modules and hydrogen storage systems; risks related to the rollout of the Company’s business and the timing of expected business milestones; the effects of competition on the Company’s future business; the availability of and need for capital; and the factors, risks and uncertainties regarding the Company's business described in the "Risk Factors" section of the Company's annual report on Form 10-K for the year ended December 31, 2021 filed with the SEC, in addition to the Company's subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause the Company's actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Use of Non-GAAP Financial Measures
This press release references Adjusted EBITDA, non-GAAP net loss, and non-GAAP net loss per share, basic and diluted, all of which are non-GAAP financial measures and are presented as supplemental measures of the Company's performance. The Company defines Adjusted EBITDA as earnings before interest expense, taxes, depreciation and amortization, stock-based compensation expense, and certain other items determined by the Company. Non-GAAP net loss is defined as net loss adjusted for stock-based compensation expense and certain other items determined by the Company. Non-GAAP net loss per share basic and diluted is defined as non-GAAP net loss divided by weighted average basic and diluted shares outstanding. These non-GAAP measures are not substitutes for or superior to measures of financial performance prepared in accordance with generally accepted accounting principles in the United States (GAAP) and should not be considered as an alternative to any other performance measures derived in accordance with GAAP.
The Company believes that presenting these non-GAAP measures provides useful supplemental information to investors about the Company in understanding and evaluating its operating results, enhancing the overall understanding of its past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by its management in financial and operational-decision making. However, there are a number of limitations related to the use of non-GAAP measures and their nearest GAAP equivalents. For example, other companies may calculate non-GAAP measures differently or may use other measures to calculate their financial performance, and therefore any non-GAAP measures the Company uses may not be directly comparable to similarly titled measures of other companies.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
| 2021 | | 2020 | | 2021 | | 2020 |
| (Unaudited) | | | | |
| Solar revenues | $ | — | | | $ | — | | | $ | — | | | $ | 95 | |
| Cost of solar revenues | — | | | — | | | — | | | 72 | |
| Gross profit | — | | | — | | | — | | | 23 | |
| Operating expenses: | | | | | | | |
Research and development(1) | 91,166 | | | 67,521 | | | 292,951 | | | 185,619 | |
Selling, general, and administrative(1) | 71,547 | | | 64,903 | | | 400,575 | | | 182,724 | |
| Impairment expense | — | | | 14,415 | | | — | | | 14,415 | |
| Total operating expenses | 162,713 | | | 146,839 | | | 693,526 | | | 382,758 | |
| Loss from operations | (162,713) | | | (146,839) | | | (693,526) | | | (382,735) | |
| Other income (expense): | | | | | | | |
| Interest income (expense), net | (262) | | | (53) | | | (481) | | | 202 | |
| Loss on forward contract liability | — | | | — | | | — | | | (1,324) | |
| Revaluation of warrant liability | 144 | | | 4,860 | | | 3,051 | | | 13,448 | |
| Other income (expense), net | 3,928 | | | (597) | | | 4,102 | | | (846) | |
| Loss before income taxes and equity in net loss of affiliates | (158,903) | | | (142,629) | | | (686,854) | | | (371,255) | |
| Income tax expense (benefit) | — | | | (1,030) | | | 4 | | | (1,026) | |
| Loss before equity in net loss of affiliates | (158,903) | | | (141,599) | | | (686,858) | | | (370,229) | |
| Equity in net loss of affiliates | (513) | | | (637) | | | (3,580) | | | (637) | |
| Net loss | (159,416) | | | (142,236) | | | (690,438) | | | (370,866) | |
| Premium paid on repurchase of redeemable convertible preferred stock | — | | | — | | | — | | | (13,407) | |
| Net loss attributable to common stockholders | $ | (159,416) | | | $ | (142,236) | | | $ | (690,438) | | | $ | (384,273) | |
| | | | | | | |
| Net loss per share attributable to common stockholders: | | | | | | | |
| Basic | $ | (0.39) | | | $ | (0.37) | | | $ | (1.73) | | | $ | (1.15) | |
| Diluted | $ | (0.39) | | | $ | (0.38) | | | $ | (1.74) | | | $ | (1.18) | |
| Weighted-average shares outstanding: | | | | | | | |
| Basic | 407,448,311 | | | 385,983,645 | | | 398,655,081 | | | 335,325,271 | |
| Diluted | 407,448,311 | | | 386,323,048 | | | 398,784,392 | | | 335,831,033 | |
(1) Includes stock-based compensation as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
| 2021 | | 2020 | | 2021 | | 2020 |
| Research and development | $ | 9,182 | | | $ | 8,012 | | | $ | 36,150 | | | $ | 15,862 | |
| Selling, general, and administrative | 44,546 | | | 38,243 | | | 169,561 | | | 122,129 | |
| Total stock-based compensation | $ | 53,728 | | | $ | 46,255 | | | $ | 205,711 | | | $ | 137,991 | |
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| | | | | | | | | | | |
| December 31, |
| 2021 | | 2020 |
Assets | | | |
Current assets | | | |
Cash and cash equivalents | $ | 497,241 | | | $ | 840,913 | |
Restricted cash and cash equivalents | — | | | 4,365 | |
| | | |
| Inventory | 11,597 | | | — | |
| Prepaid in-kind services | — | | | 46,271 | |
Prepaid expenses and other current assets | 15,891 | | | 5,368 | |
Total current assets | 524,729 | | | 896,917 | |
Restricted cash and cash equivalents | 25,000 | | | 4,000 | |
Long-term deposits | 27,620 | | | 17,687 | |
Property, plant and equipment, net | 244,377 | | | 71,401 | |
Intangible assets, net | 97,181 | | | 50,050 | |
| Investment in affiliates | 61,778 | | | 8,420 | |
Goodwill | 5,238 | | | 5,238 | |
| Other assets | 3,896 | | | — | |
Total assets | $ | 989,819 | | | $ | 1,053,713 | |
Liabilities and stockholders' equity | | | |
Current liabilities | | | |
Accounts payable | $ | 86,982 | | | $ | 29,364 | |
Accrued expenses and other current liabilities | 93,487 | | | 17,739 | |
Debt and finance lease liabilities, current | 140 | | | 5,170 | |
Total current liabilities | 180,609 | | | 52,273 | |
| Long-term debt and finance lease liabilities, net of current portion | 25,047 | | | 13,956 | |
| Operating lease liabilities | 2,263 | | | — | |
| Warrant liability | 4,284 | | | 7,335 | |
| Other long-term liabilities | 84,033 | | | — | |
Deferred tax liabilities, net | 11 | | | 8 | |
Total liabilities | 296,247 | | | 73,572 | |
Commitments and contingencies (Note 14) | | | |
Stockholders' equity | | | |
| Preferred stock | — | | | — | |
| Common stock | 41 | | | 39 | |
Additional paid-in capital | 1,944,341 | | | 1,540,037 | |
Accumulated deficit | (1,250,612) | | | (560,174) | |
| Accumulated other comprehensive income (loss) | (198) | | | 239 | |
Total stockholders' equity | 693,572 | | | 980,141 | |
Total liabilities and stockholders' equity | $ | 989,819 | | | $ | 1,053,713 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| | | | | | | | | | | |
| Years Ended December 31, |
| 2021 | | 2020 |
| Cash flows from operating activities | | | |
| Net loss | $ | (690,438) | | | $ | (370,866) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | |
| Depreciation and amortization | 8,231 | | | 6,008 | |
| Stock-based compensation | 205,711 | | | 137,991 | |
| | | |
| Non-cash in-kind services | 46,271 | | | 45,729 | |
| Loss on forward contract liability | — | | | 1,324 | |
| Impairment expense | — | | | 14,415 | |
| Equity in net loss of affiliates | 3,580 | | | 637 | |
| Revaluation of warrant liability | (3,051) | | | (13,448) | |
| Issuance of common stock for commitment shares | 5,564 | | | — | |
| Inventory write-downs | 4,927 | | | — | |
| Other non-cash activity | 1,626 | | | (1,063) | |
| Changes in operating assets and liabilities: | | | |
| Inventory | (17,412) | | | — | |
| Prepaid expenses and other current assets | (10,967) | | | (928) | |
| Accounts payable, accrued expenses and other current liabilities | 96,144 | | | 29,668 | |
| Long-term and customer deposits | (4,721) | | | — | |
| Other assets | (1,216) | | | — | |
| Operating lease liabilities | (50) | | | — | |
| Other long-term liabilities | 48,647 | | | — | |
| Net cash used in operating activities | (307,154) | | | (150,533) | |
| Cash flows from investing activities | | | |
| Purchases and deposits for property, plant and equipment | (179,269) | | | (22,324) | |
| Investments in affiliates | (25,000) | | | (8,817) | |
| Settlement of first price differential | (3,412) | | | — | |
| Proceeds from sale of equipment | 200 | | | — | |
| Cash paid towards build-to-suit lease | — | | | — | |
| Net cash used in investing activities | (207,481) | | | (31,141) | |
| Cash flows from financing activities | | | |
| | | |
| | | |
| Proceeds from issuance of Series D redeemable convertible preferred stock, net of issuance costs paid | — | | | 50,349 | |
| Business Combination and PIPE financing, net of issuance costs paid | — | | | 616,726 | |
| Proceeds from the exercise of stock options | 4,785 | | | 9,650 | |
| Proceeds from the exercise of stock warrants, net of issuance costs paid | — | | | 264,548 | |
| Proceeds from issuance of shares under the Tumim Purchase Agreement | 163,788 | | | — | |
| Proceeds from landlord on finance lease | — | | | 889 | |
| Payments on finance lease liability | (863) | | | (1,042) | |
| Proceeds from issuance of promissory note, net of issuance costs | 24,632 | | | — | |
| Proceeds from note payable | — | | | 4,134 | |
| Payment of note payable | (4,100) | | | (4,134) | |
| Payment for issuance costs | (644) | | | — | |
| Net cash provided by financing activities | 187,598 | | | 941,120 | |
| Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | (327,037) | | | 759,446 | |
| Cash and cash equivalents, including restricted cash and cash equivalents, beginning of period | 849,278 | | | 89,832 | |
| Cash and cash equivalents, including restricted cash and cash equivalents, end of period | $ | 522,241 | | | $ | 849,278 | |
Reconciliation of GAAP Financial Metrics to Non-GAAP
(In thousands, except share and per share data)
(Unaudited)
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
| 2021 | | 2020 | | 2021 | | 2020 |
| Net loss | $ | (159,416) | | | $ | (142,236) | | | $ | (690,438) | | | $ | (370,866) | |
| Interest (income) expense, net | 262 | | | 53 | | | 481 | | | (202) | |
| Income tax expense (benefit) | — | | | (1,030) | | | 4 | | | (1,026) | |
| Depreciation and amortization | 2,272 | | | 1,753 | | | 8,231 | | | 6,008 | |
| EBITDA | (156,882) | | | (141,460) | | | (681,722) | | | (366,086) | |
| Stock-based compensation | 53,728 | | | 46,255 | | | 205,711 | | | 137,991 | |
| | | | | | | |
| Loss on forward contract liability | — | | | — | | | — | | | 1,324 | |
| Revaluation of warrant liability | (144) | | | (4,860) | | | (3,051) | | | (13,448) | |
| Revaluation of derivative liability | 215 | | | — | | | (104) | | | — | |
| Equity in net loss of affiliates | 513 | | | 637 | | | 3,580 | | | 637 | |
Regulatory and legal matters(1) | 12,185 | | | 19,510 | | | 47,842 | | | 24,683 | |
| Impairment expense | — | | | 14,415 | | | — | | | 14,415 | |
| SEC settlement | — | | | — | | | 125,000 | | | — | |
| Adjusted EBITDA | $ | (90,385) | | | $ | (65,503) | | | $ | (302,744) | | | $ | (200,484) | |
(1 Regulatory and legal matters include legal, advisory and other professional service fees incurred in connection with the short-seller article from September 2020, and investigations and litigation related thereto.
Reconciliation of GAAP to Non-GAAP Net Loss, and GAAP to Non-GAAP Net Loss per Share, basic and diluted
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
| 2021 | | 2020 | | 2021 | | 2020 |
| Net loss attributable to common stockholders | $ | (159,416) | | | $ | (142,236) | | | $ | (690,438) | | | $ | (384,273) | |
| Stock-based compensation | 53,728 | | | 46,255 | | | 205,711 | | | 137,991 | |
| Premium paid on repurchase of redeemable convertible preferred stock | — | | | — | | | — | | | 13,407 | |
| Revaluation of warrant liability | (144) | | | (4,860) | | | (3,051) | | | (13,448) | |
| Revaluation of derivative liability | 215 | | | — | | | (104) | | | — | |
Regulatory and legal matters(1) | 12,185 | | | 19,510 | | | 47,842 | | | 24,683 | |
| Impairment expense | — | | | 14,415 | | | — | | | 14,415 | |
| SEC settlement | — | | | — | | | 125,000 | | | — | |
| Non-GAAP net loss | $ | (93,432) | | | $ | (66,916) | | | $ | (315,040) | | | $ | (207,225) | |
| | | | | | | |
| Non-GAAP net loss per share: | | | | | | | |
| Basic | $ | (0.23) | | | $ | (0.17) | | | $ | (0.79) | | | $ | (0.62) | |
| Diluted | $ | (0.23) | | | $ | (0.17) | | | $ | (0.79) | | | $ | (0.62) | |
| Weighted average shares outstanding: | | | | | | | |
| Basic | 407,448,311 | | | 385,983,645 | | | 398,655,081 | | | 335,325,271 | |
| Diluted | 407,448,311 | | | 386,323,048 | | | 398,784,392 | | | 335,831,033 | |
(1) Regulatory and legal matters include legal, advisory and other professional service fees incurred in connection with the short-seller article from September 2020, and investigations and litigation related thereto.
INVESTOR INQUIRIES:
investors@nikolamotor.com
