0001731289FALSE00017312892024-05-072024-05-07

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): May 7, 2024
Nikola Corporation
(Exact name of registrant as specified in its charter)
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) 581-8888
(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:
Title of each classTrading symbol(s) Name of each exchange on which registered
Common stock, $0.0001 par value per shareNKLAThe 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 May 7, 2024, Nikola Corporation (the “Company”) issued a press release announcing its results of operations for its fiscal quarter ended March 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 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, 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 by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
104Cover Page Interactive Data File (formatted as Inline XBRL).




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.


NIKOLA CORPORATION
Dated: May 7, 2024
By:/s/ Thomas B. Okray
Thomas B. Okray
Chief Financial Officer

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Nikola Corporation Reports First Quarter 2024 Results

•Continued to execute our plan to ramp up hydrogen fuel cell electric trucks (FCEVs) in 2024
◦Wholesaled 40 FCEVs in Q1, all designated for end fleets, exceeding high-end of guidance range
◦Marked the second quarter of serial production of FCEVs; Program-to-date, Nikola has wholesaled 75 FCEVs
•Green shoots in new markets like N.Y., meeting the demands of fleet users beyond Calif.
•Expanded HYLA's North American reach. During the quarter, we opened:
◦HYLA hydrogen modular refueling stations in Ontario and near the Port of Long Beach, Calif.
◦HYLA’s first hydrogen refueling station in Alberta, Canada to support fleets along the busy Edmonton to Calgary freight corridor
•Seeing opportunities in constructive green policies
•Completed first delivery of remediated BEV back to customer in Q1

PHOENIX – May 7, 2024 -- Nikola Corporation (Nasdaq: NKLA), a global leader in zero-emissions transportation and energy supply and infrastructure solutions, via the HYLA brand, today reported financial results and business updates for the quarter ended March 31, 2024.

“We continue to move forward rapidly and execute our plans. And please keep that in mind – we are in the execution phase, not the planning or concepting phase,” said Steve Girsky, President and CEO of Nikola. “Last quarter, I talked about getting on the field with the first deliveries of our hydrogen fuel cell electric trucks. Today, we are executing plays, competing, and cultivating more green shoots as we expand upon current markets and enter new ones.”

Hydrogen Fuel Cell Electric Truck
At the end of Q1, we exceeded the high-end of the guidance range by delivering 40 FCEVs, all designated for end fleets. That makes 75 wholesaled FCEVs in the first two quarters of serial production. We’re seeing green shoots with repeat and new fleets, some in new markets such as N.Y. While our initial focus has been Calif. and Canada, we can expand our reach to meet the demands of end fleet users virtually anywhere in the U.S.

Program-to-date, Nikola FCEVs have accumulated over 830,000 miles with an average fuel economy exceeding our target of 7.2 mi/kg. We’re doing what it takes to delight prospective and existing customers with the best possible experience.


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Energy
Our HYLA team is executing its Hydrogen Highway Plan, and we remain on track. Previously we had committed to nine additional HYLA refueling stations in Calif. by year-end 2024. Now we are expecting to provide nine hydrogen fueling solutions by mid-year 2024 and 14 by year-end 2024. These solutions include modular fuelers and partner stations in Calif., Canada and our home station at our Coolidge, Ariz. manufacturing facility. We want to emphasize that building the hydrogen ecosystem requires industry wide collaboration for the benefit of all. We need partners and they come in different forms and stages of infrastructure development. The shared mission is to build an open ecosystem accessible to all.

Constructive Green Policies
We maintained our dominant market share of HVIP vouchers for Class 8 FCEVs, ending the quarter with 362 of 367 or 99% of the unredeemed vouchers that were requested in 2023 through March 2024. On the Class 8 BEV side, we ended Q1 with 85 unredeemed vouchers or 30% market share. While HVIP is only one program, we’re encouraged by the progress in constructive green policies. Two in particular, help us fund our business. CARB’s Heavy-Duty Omnibus Regulation allows us to monetize the NOx and particulate matter or PM credits we generate from selling zero-emissions trucks on a model year basis. We are pleased to confirm that Nikola has executed its first sale agreement for credits generated for Model Year 22 and revenue from this transaction will be recognized in Q2 2024. We expect future revenue from the sale of CARB credits to grow over time and be meaningful.

Battery-Electric Truck
Lastly, we completed the first delivery of a remediated BEV in Q1. We continue to prioritize returning BEVs to customers and dealers and now expect to complete remediation of these units by year-end 2024. Our ability to sell Nikola’s on-hand inventory, however, will be dependent upon future battery supply; we now expect to opportunistically sell on-hand inventory for revenue in 2025.

We’ve also taken this opportunity to “future proof” the BEV 2.0, as it now shares significant software commonality with the battery and operating systems on the FCEV, allowing customers to receive next-generation upgrades seamlessly over-the-air as they are deployed. We’ve kept our fleet users front and center as we’ve engineered over-the-air enhancements, including dynamic data gathering for predictive diagnostics, improved truck performance and field issue identification. We’ve also deployed new Advanced Driver Assistance Systems (ADAS) features to effectively manage powertrain demand in aggressive route conditions such as mountainous driving.
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First Quarter Financial Highlights
Three Months Ended
March 31,
(In thousands, except share and per share data)
20242023
Trucks produced43 63 
Trucks shipped40 31 
Total revenues$7,497 $10,677 
Gross profit (loss)$(57,575)$(22,697)
Gross margin(768)%(213)%
Loss from operations$(145,363)$(127,200)
Net loss from continuing operations$(147,722)$(145,251)
Net loss$(147,722)$(169,094)
Adjusted EBITDA (1)
$(104,030)$(103,749)
Net loss from continuing operations per share, basic and diluted$(0.11)$(0.26)
Non-GAAP net loss per share, basic and diluted(1)
$(0.09)$(0.22)
Weighted-average shares outstanding, basic and diluted1,335,877,351 549,689,436 
(1) A reconciliation of the non-GAAP versus GAAP information is provided below in the financial statement tables in this press release.

Webcast and Conference Call Information
Nikola will host a webcast to discuss its first quarter results and business progress at 7:30 a.m. Pacific Time (10:30 a.m. Eastern Time) on May 7, 2024. To access the webcast, parties in the United States should follow this link: https://www.webcast-eqs.com/nikola20240507/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's mission is clear: pioneering solutions for a zero-emissions world. As an integrated truck and energy company, Nikola is transforming commercial transportation, with our Class 8 vehicles, including battery-electric and hydrogen fuel cell electric trucks, and our energy brand, HYLA, driving the advancement of the complete hydrogen refueling ecosystem, covering supply, distribution and dispensing. Nikola headquarters is based in Phoenix, Arizona with a manufacturing facility in Coolidge, Arizona.

For more information visit our website Facebook @nikolamotorcompany, Instagram @nikolamotorcompany, YouTube @nikolamotorcompany, LinkedIn @nikolamotorcompany or X/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 financial and business performance, business plan, strategy, focus, opportunities and milestones; customer demand for trucks; the Company’s beliefs regarding its competition and competitive position; the Company’s business outlook; the Company’s expectations regarding hydrogen refueling solutions; expected fueling capacity of the modular refueling stations; expectations related to the battery-electric truck recall, including timing of battery replacement and truck deliveries and sales; the Company’s beliefs regarding the benefits and attributes of its trucks, and customer experience; and government incentives including CARB credits and expectations regarding related revenue . These forward-looking statements other than statements of historical fact, and generally are identified by words such as "believe," "project,"
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"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: successful execution of the Company’s business plan; design and manufacturing changes and delays, including shortages of parts and materials and other supply challenges; general economic, financial, legal, regulatory, political and business conditions and changes in domestic and foreign markets; demand for and customer acceptance of the Company’s trucks and hydrogen refueling solutions; the results of customer pilot testing; the execution and terms of definitive agreements with strategic partners and customers; the failure to convert LOIs or MOUs into binding orders; the cancellation of orders; risks associated with development and testing of fuel cell power modules and hydrogen storage systems; risks related to the recall, including higher than expected costs, the discovery of additional problems, delays retrofitting the trucks and delivering such trucks to customers, supply chain and other issues that may create additional delays, order cancellations as a result of the recall, litigation, complaints and/or product liability claims, and reputational harm; risks related to the rollout of the Company’s business and milestones and the timing of expected business milestones; the effects of competition on the Company’s business; the Company’s ability to raise capital; the Company’s ability to achieve cost reductions and decrease its cash usage; the grant, receipt and continued availability of federal and state incentives; 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, as amended, for the year ended December 31, 2023 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 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.


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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended
March 31,
20242023
Revenues:
Truck sales$7,418 $10,055 
Service and other 79 622 
Total revenues7,497 10,677 
Cost of revenues:
Truck sales61,747 33,020 
Service and other 3,325 354 
Total cost of revenues65,072 33,374 
Gross loss(57,575)(22,697)
Operating expenses:
Research and development (1)
39,497 61,806 
Selling, general, and administrative (1)
48,291 42,697 
Total operating expenses87,788 104,503 
Loss from operations(145,363)(127,200)
Other income (expense):
Interest expense, net(2,278)(9,833)
Loss on debt extinguishment(784)— 
Other income, net860 190 
Loss before income taxes and equity in net loss of affiliates(147,565)(136,843)
Income tax expense— — 
Loss before equity in net loss of affiliates(147,565)(136,843)
Equity in net loss of affiliates(157)(8,408)
Net loss from continuing operations(147,722)(145,251)
Discontinued operations:
Loss from discontinued operations— (23,843)
Net loss from discontinued operations— (23,843)
Net loss$(147,722)$(169,094)
Basic and diluted net loss per share:
Net loss from continuing operations$(0.11)$(0.26)
Net loss from discontinued operations$— $(0.05)
Net loss$(0.11)$(0.31)
Weighted-average shares outstanding, basic and diluted1,335,877,351 549,689,436 
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(1) Includes stock-based compensation as follows:

Three Months Ended March 31,
20242023
Cost of revenues$328 $731 
Research and development2,859 9,041 
Selling, general, and administrative5,599 14,715 
Discontinued operations— 61 
Total stock-based compensation expense$8,786 $24,548 


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CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)

March 31,December 31,
20242023
(Unaudited)
Assets
Current assets
Cash and cash equivalents$345,637 $464,715 
Restricted cash and cash equivalents1,224 1,224 
Accounts receivable, net23,865 17,974 
Inventory61,342 62,588 
Prepaid expenses and other current assets37,241 25,911 
Total current assets469,309 572,412 
Restricted cash and cash equivalents31,386 28,026 
Long-term deposits9,027 14,954 
Property, plant and equipment, net484,471 503,416 
Intangible assets, net84,010 85,860 
Investment in affiliate56,905 57,062 
Goodwill5,238 5,238 
Other assets11,807 7,889 
Total assets$1,152,153 $1,274,857 
Liabilities and stockholders' equity
Current liabilities
Accounts payable$44,909 $44,133 
Accrued expenses and other current liabilities220,151 207,022 
Debt and finance lease liabilities, current6,233 8,950 
Total current liabilities271,293 260,105 
Long-term debt and finance lease liabilities, net of current portion268,345 269,279 
Operating lease liabilities5,266 4,765 
Other long-term liabilities20,974 21,534 
Total liabilities565,878 555,683 
Commitments and contingencies
Stockholders' equity
Preferred stock— — 
Common stock134 133 
Additional paid-in capital3,804,974 3,790,272 
Accumulated deficit(3,218,791)(3,071,069)
Accumulated other comprehensive loss(42)(162)
Total stockholders' equity586,275 719,174 
Total liabilities and stockholders' equity$1,152,153 $1,274,857 
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended March 31,
20242023
Cash flows from operating activities
Net loss$(147,722)$(169,094)
Less: Loss from discontinued operations— (23,843)
Loss from continuing operations(147,722)(145,251)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Depreciation and amortization10,596 6,238 
Stock-based compensation8,786 24,487 
Equity in net loss of affiliates157 8,408 
Revaluation of financial instruments826 (199)
Inventory write-downs20,044 2,275 
Non-cash interest expense3,625 10,008 
Loss on disposal of assets2,688 — 
Other non-cash activity2,871 486 
Changes in operating assets and liabilities:
Accounts receivable, net(5,892)4,299 
Inventory(17,788)(5,905)
Prepaid expenses and other current assets(10,297)(39,711)
Other assets(389)(1,929)
Accounts payable, accrued expenses and other current liabilities11,819 (40,092)
Operating lease liabilities(763)(414)
Other long-term liabilities5,836 1,278 
Net cash used in operating activities(115,603)(176,022)
Cash flows from investing activities
Purchases and deposits of property, plant and equipment(16,458)(50,517)
Proceeds from the sale of assets21,398 — 
Net cash provided by (used in) investing activities4,940 (50,517)
Cash flows from financing activities
Proceeds from the exercise of stock options— 404 
Proceeds from issuance of shares under the Tumim Purchase Agreements— 64,713 
Proceeds from issuance of common stock under Equity Distribution Agreement, net of commissions paid— 30,524 
Proceeds from issuance of convertible notes, net of discount and issuance costs— 25,000 
Repayment of debt and promissory notes(130)(2,544)
Payment for Coupon Make-Whole Premium(1,747)— 
Payments on insurance premium financing(1,853)(1,999)
Payments on finance lease liabilities and financing obligation(1,276)(182)
Payments for issuance costs(49)— 
Net cash provided by (used in) financing activities(5,055)115,916 
Net increase (decrease) in cash and cash equivalents, including restricted cash and cash equivalents(115,718)(110,623)
Cash and cash equivalents, including restricted cash and cash equivalents, beginning of period493,965 313,909 
Cash and cash equivalents, including restricted cash and cash equivalents, end of period$378,247 $203,286 
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Cash flows from discontinued operations:
Operating activities$— $(3,939)
Investing activities— (1,772)
Financing activities— (308)
Net cash used in discontinued operations$— $(6,019)
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Reconciliation of GAAP Financial Metrics to Non-GAAP
(In thousands, except share and per share data)
(Unaudited)

Reconciliation of Net Loss from continuing operations to EBITDA and Adjusted EBITDA
Three Months Ended March 31,
20242023
(in thousands)
Net loss from continuing operations$(147,722)$(145,251)
Interest expense, net2,278 9,833 
Depreciation and amortization10,596 6,238 
EBITDA(134,848)(129,180)
Stock-based compensation8,786 24,487 
Loss on debt extinguishment784 — 
Loss on disposal of assets2,688 — 
Equipment purchase cancellation15,613 — 
Revaluation of financial instruments826 (199)
Regulatory and legal matters (1)
2,121 1,143 
Adjusted EBITDA$(104,030)$(103,749)

(1) Regulatory and legal matters include legal, advisory, and other professional service fees incurred in connection with a 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 March 31,
20242023
(in thousands, except share and per share data)
Net loss from continuing operations$(147,722)$(145,251)
Stock-based compensation8,786 24,487 
Loss on debt extinguishment784 — 
Revaluation of financial instruments826 (199)
Loss on disposal of assets2,688 — 
Equipment purchase cancellation15,613 — 
Regulatory and legal matters (1)
2,121 1,143 
Non-GAAP net loss$(116,904)$(119,820)
Non-GAAP net loss per share, basic and diluted$(0.09)$(0.22)
Weighted average shares outstanding, basic and diluted1,335,877,351 549,689,436 

(1) Regulatory and legal matters include legal, advisory, and other professional service fees incurred in connection with a short-seller article from September 2020, and investigations and litigation related thereto.

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Recognition of Cash flows to Adjusted Free Cash Flow
Three Months Ended March 31,
20242023
(in thousands)
Most comparable GAAP measure:
Net cash used for operating activities$(115,603)$(176,022)
Net cash provided by (used in) investing activities4,940 (50,517)
Net cash provided by (used in) financing activities(5,055)115,916 
Non-GAAP measure:
Net cash used for operating activities(115,603)(176,022)
Purchases of property, plant and equipment(16,458)(50,517)
Adjusted free cash flow$(132,061)$(226,539)

INVESTOR INQUIRIES:
investors@nikolamotor.com
11
v3.24.1.u1
Cover
May 07, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 07, 2024
Entity Registrant Name Nikola Corporation
Entity Incorporation, State or Country Code DE
Entity File Number 001-38495
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
Local Phone Number 480
City Area Code 581-8888
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.0001 par value per share
Trading Symbol NKLA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001731289
Amendment Flag false
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